HomeMy WebLinkAbout37 - Land Designs by Ellison - landscapeAGREEMENT
BETWEEN
THE COUNTY OF EAGLE. STATE OF COLORADO
AND
LAND DESIGNS BY ELLISON & CO.
LANDSCAPE DESIGN EAGLE COUNTY JUSTICE CENTER
THIS AGREEMENT, made this day of
1985. by and between the Board of County
Commissioners o_ the County of Eagle, State of Colorado
(hereinafter referred to as the "County "). and Land Designs by
Ellison & Co. (hereinafter referred to as "Ell_ison ").
W I T N E S S E T H
WHEREAS, the County is presently constructing the
Eagle County Justice Center located at 0605 East Chambers
Avenue. Town of Eagle, State of Colorado (hereinafter referred
to as the "Project " ) ; and
WHEREAS, the County desires, as part of such
construction, to contract with Ellison for the planning and
design of the landscaping for the Project, consisting of
approximately one (1) acre of open space which is mostly flat
with no visibly existing geotechnical difficulties.
NOW, THEREFORE, for and in consideration of the
mutual covenants, conditions, and promises contained herein,
the parties hereto agree hereby as follows-
ARTICLE 1. SCOPE OF BASIC SERVICES
The Basic Services to be performed by Ellison consist
of the four phases described below.
1.1 Phase 1 - Preliminary Plan. The primary purpose
of Phase 1 shall be to develop a further defined and acceptable
preliminary plan which shall serve as a basis for the
development of the final schematic plan. In furtherance
thereof, the major focus shall be to discover the nature of the
site, its potential and how constraints can be turned into
opportunities. In this respect, Ellison shall_ prepare design
drawings indicating the basic landscape concepts, as well_ as
preliminary cost estimates based upon such concepts, utilizing
the following analytical process-
1.1.1 Site Analysis. Ellison shall- review all
available information describing the Project site and site
conditions, and evaluate the effect of these conditions upon
proposed design development. Evaluation shall_ include
(a) Natural Conditions; i.e topography; vegetation;
hydrology, climate, sow and unique features.
(b` Cultural Conditions, i.e., existing roads; existing
structures, easements and rights -of -way, land use
patterns, utilities, and physical constraints.
(c) Aesthetic Conditions, i.e., views out from and into
the Project site, auditory conditions, visual impact
of surrounding development and areas of visual
uniqueness.
1.1.2 Prior to proceeding with Phase 2, Ellison
shall submit the final preliminary plan to the County for its
review and approval.
1.2 Phase 2 - Final Plan Development. Ellison shall
prepare and deve op rom the approved preliminary plan, the
final design plan; the purpose of which shall be to refine the
preliminary plan and indicate the final character, including
the selection of hardscape and softscape materials.
1.2.1 Services under Phase 2 shall include:
(a) Preparation of base sheets into standard working
drawing format.
(b) Planting location and types.
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C)
(c) Irrigation system location which includes pipe and
head layout and specifications.
(d) Revised cost estimate.
1.2.2 Prior to proceeding with Phase 3, Ellison
shall submit the final design plan to the County for its review
and approval.
1.3 Phase 3 - Construction Documents.
1.3.1 Ellison shall_ prepare and develop from the
approved final design plan, the necessary detailed drawings and
technical specifications to construct and implement the
landscaping in accordance with such approved final design plan
and, further, shall prepare a final estimate of cost.
1.3.2 The construction documents shah include, but
not be limited to:
(a) Layout and construction plans accurately locating and
naming of all landscape elements and planting areas.
(b) Planting plans including all tree, shrub, vine and
groundcover location. A plant list including plant
names, sizes and groundcover sizes shall be provided.
(c) Irrigation plans and mechanical_ specifications.
(d) Details of all landscape materials with information
as required for proper construction, installation or
finishing of all the landscape components of the
Project, hardscape and softscape.
(e) Specifications in an established format including
Special Conditions. General Conditions and Bid
Documents shall be provided by Ellison.
Specifications shall be submitted in reproducible
form. This specification booklet shall also include
a standard bid form. All of the foregoing documents
shall be subject to the approval of the County prior
to distribution and /or implementation.
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(f� Ellison shall provide such assistance in obtaining
bids, evaluating, or negotiating proposals and in
awarding and preparing the landscape construction
contract as the County may request.
1.4 Phase 4 - Construction Phase.
Ellison shall provide on -site supervision and general
administration of the performance of the landscaping
construction contract, including liaison and observation of the
work to ensure substantial compliance with the approved plans
and specifications, which observation shall be by qualified and
mutually agreed upon representatives of Ellison.
ARTICLE 2_ COORDINATION.
Ellison shall_ coordinate all work to be per -formed
hereunder with the County, the Construction Manager for the
Project, and the Architect for the project, W. C. Muchow and
Partners. Inc. and Walker McGough Foltz Lyerla, P.S.
ARTICLE 3. CONTRACT TIME.
Ellison and the County recognize that time is of the
essence of this Agreement and the County will suffer financial
loss if the work contemplated herein is not completed within
the time specified herein, plus any extensions thereof. In
this respect, Ellison agrees to pursue its work with diligence
and assiduity through the various Phases of the Basic Services,
and to submit required documents for review in sufficient time
to meet the inV,.aV,0_- nded starting date of construction of the
landscaping; I , 1985.
ARTICLE 4. COMPENSATION.
4.1 The County shall compensate Ellison for the
Basic Services identified in Article 1, performed in accord
with the Terms and Conditions of this Agreement, on an hourly
basis with time charged at a multiple of 2.5 times direct
payroll cost; direct payroll cost being defined as actual wages
paid plus payroll associated overhead costs.
4.2 Subject to Paragraph 4.3 hereinbelow, upon
submission of progress payment invoices detailing the time
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spent and percentage of_ work performed within each respective
Phase, and the approval of the County, payments on account of
Ellison's services performed hereunder shall_ become due and
payable within thirty (30) days of the respective invoice date.
A cash discount of one percent (1%) of the invoice amount may
be taken by the County on accounts paid within thirty (30" days
of the respective invoice date. If payment is not made within
the time specified herein, a service charge shall be imposed at
a twenty -four percent (24 %) annual_ rate (2% of invoice amount
per month) .
4.3 In no case shall the compensation for the Basic
Services identified in Article 1 exceed an amount of Three
Thousand Three Hundred Forty Dollars and No Cents ($3,340.00),
which amount shall be allocated and applied as follows:
(a) Upon completion by Ellison, and approval by
the County, of Phase 1 /Preliminary Drawings
and Preliminary Estimate
...........................$ 540.00
(b) Upon completion by Ellison, and approval by
the County, of Phase 2 /Final Landscape Plan
and Estimate, and Final Irrigation Plan and
Estimate
........................... 1,125.00
(c) Upon completion by Ellison and approval by
the County of Phase 3, /Construction
Documents and Construction Details
........................... 675.00
(d) Upon completion of landscape construction
........................... 1,000.00
TOTAL: ..................... $3,340.00
4.4 All payments for work
upon the satisfactory progress of the
being satisfactory to the County.
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done herein are contingent
work and the work itself
c.
4.5 Payments for Additional_ Services of Ellison as
defined in Article 7 and for Reimbursable Expenses as defined
in Article 6 shall be made at the time of the progress
payments.
4.6 The acceptance by Ellison of any final_ payment
made pursuant to this Agreement shah. constitute a full and
complete release of the County from any and all claims, demands
and causes of action whatsoever which Ellison; its successors
or assigns have or may have against the County under the
provisions of this Agreement_.
ARTICLE 5. LANDSCAPE CONSTRUCTION CONTRACT.
5.1 The County agrees Ellison shall have the
opportunity to bid the landscape construction; however, Ellison
acknowledges and agrees the County's bidding process for the
award of such landscape construction contract shall be in
strict conformance with statutory requirements and adopted
policies and procedures of the County, and Eli_ison shall be
required to participate in the bidding process in the same
manner as other bidders.
5.2 In the event Ellison is the successful bidder
for the landscape construction contract, Ellison agrees to
deduct_ from this Agreement the amount of One Thousand Dollars
($1,000.00) as compensation for Phase 4 of the Basic Services
identified in Article 1, and shall execute the necessary
written change order evidencing the same, concurrent with the
execution of the subject landscaping construction contract.
ARTICLE 6. REIMBURSABLE EXPENSES.
Reimbursable Expenses are in addition to the
compensation for the Basic Services identified in Article 1 and
Additional Services identified in Article 7, and are for actual
expenditures made by Ellison in the interest of the Project.
Reimbursement in the amount of actual expenditures plus a ten
percent (10%) administration charge shall be made by the County
to Ellison for the following expenses;
(a) Copying of drawings, specifications, reports, cost
estimates and other documents prepared in connection
with the work contemplated under this Agreement
except those which may be reasonably required for
adequate coordination of the Project.
(b) Duplicate mylars and other photographic products
.required in the course of preparing Project products.
(c) Costs of commercial carrier; subsistence, and out of
pocket expenses. Private automobile travel. shall be
provided at $0.25 per mile.
(d) Long distance telephone charges.
(e) Fees for additional special consultant(s) retained
with the prior written approval of the County.
ARTICLE 7. ADDITIONAL SERVICES.
In the event the County requests, in writing, that
Ellison perform services over, above, and beyond the Basic
Services described in Article l_ hereof, then Ellison shall be
paid for such additional services on an hourly basis with time
charged at a multiple of 2.5 times direct payroll cost as
defined in Article 4 hereinabove. The exact amount to be paid
by the County, or allowed by Ellison, by virtue of such
additional services, shall be stated in such written order.
ARTICLE 8. ACCOUNTING RECORDS.
Records of Ellison's personnel, consultants,
additional services, and reimbursable expenses pertaining to
the Project, and records of accounts between the County and
Ellison, shall be kept on a generally recognized accounting
basis. and all such records shall be available to the County or
its authorized representative at mutually convenient times.
ARTICLE 9. OWNERSHIP OF DOCUMENTS.
All drawings, plans, record reproducible mylars,
specifications, studies, renderings, and other documents
prepared or developed by Ellison pursuant to this Agreement
shall be the sole property of the County and shall be turned
over to the County upon completion of the work contemplated
herein or the termination of this Agreement, whichever occurs
first. The County agrees that such documents shall not be
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sold , transferred, assigned, or
permission of Ellison.
ARTICLE 10.
Ellison shad, at its
in full force and effect during
following policy or policies of
reused, without prior written
INSURANCE.
own cost and expense, maintain
the term of this Agreement. the
insurance-
(a) Professional Liability insurance covering claims
arising out of errors and omissions of Ellison in
relation to the work contemplated herein in the Gum
of $500,000.00. Ellison shat.'_ provide the County
with a Certificate of Insurance showing such coverage
within thirty (30) days from the execution of this
Agreement.
(b) Comprehensive General Liability insurance against
injury or death of person or persons or damage to or
loss of property in a sum of at least $500,000.00 for
all damages arising out of any one incident of bodily
injury, including death, at any time resulting
therefrom and $500,000.00 for all damages arising out
of injury to, or destruction of, property for any one
incident.
(c) Comprehensive Automobile Liability insurance on all
vehicles used in connection with the work with
minimum limits for bodily injury of $500,000.00 for
each person and $500,000.00 for each accident, and
property damage minimum limits of $500,000.00.
(d) Ellison shall take out and maintain, during the term
of this Agreement, Workmen's Compensation Insurance
in accordance with the provisions of the Workmen's
Compensation Act of the State of Colorado, for all of
its employees to be engaged in the work contemplated
herein and, in case any such work is subcontracted,
Ellison shall require the subcontractor similarly to
provide the Workmen's Compensation Insurance for all
the latter's employees to be engaged in such
services.
IM
(e> Certificar_es of Insurance- All policies indicated
hereinabove shall provide that the insurance(s)
covered by these certificates shah_ not be cancelled
nor materially altered without giving the County
thirty (30) days' prior written notice if any policy
is so cancelled. Ellison shall, prior to such
cancellation, promptly obtain new insurance i_n
keeping with the above requirements. Ellison shall
C
urnish the County with a true copy of each
Certificate of Insurance evidencing the coverage
required by this Section.
ARTICLE 11. TERMINATION.
11.1 Either party to this Agreement shall have the
right at any time to terminate this Agreement for any reason
deemed sufficient by the terminating party in the exercise of
its judgment. In the event of any such termination by the
County, Ellison shall be reimbursed for all expenses
reimbursable hereunder and shall be paid for services properly
performed in accordance with this Agreement to the date of
termination, less any amounts previously reimbursed to Ellison
or previously paid on account of Ellison's compensation as
identified under Article 1, Scope of Basic Services. If
Ellison's compensation as identified under_ Article 1, Scope of
Basic Services, has been specified on the basis of a definite
or definitely ascertainable sum for the completion of services,
the portion of such sum payable upon termination hereunder
shall be that amount_ which bears the same proportion to that
sum as the percentage of services completed by Ellison which
are related to that sum bears to one hundred percent (100%).
Ellison agrees that a termination of the Agreement under this
Article shall not constitute a breach of, or default under,
this Agreement by the County and that the payments to Ellison
as provided in this Article shall constitute full payment of
all claims by Ellison against the County arising from a
termination of the Agreement hereunder.
11.2 Upon termination of this
drawings, specifications, documents, or
prepared by Ellison under this Agreement
the County, and Ellison shall _retain one
items for evidentiary purposes, with the
consent of the County.
Agreement, all
other materials
shall be remitted to
(1) copy of any such
express written
0
ARTICLE 12. ADDITIONAL PROVISIONS.
12.1 Ellison agrees to pay for all. materials, skill,
labor_, and instrumentalities used in. or in connection with,
the performance of this Agreement, when and as bills or claims
therefor become due, and to save and protect the Project and
the County from all claims on account thereof, and to furnish
satisfactory evidence to the County, when and if required, that
Ellison has complied with the above requirements.
12.2 Ellison agrees to indemnify, defend and hold
harmless the County, its respective agents, officers, and
employees of and from any and all loss, cost, damage, injury,
liability, claims, liens, demands, actions and causes of action
whatsoever, arising out of or related to Ellison negligent
acts, errors. or those of its employees, officers,
subcontractors and consultants, whether contractual or
otherwise.
12.3 By executing this Agreement, Ellison represents
a duly authorized representative of its company has visited the
site, familiarized himself with the local. conditions under
which the work is to be performed, and correlated his
observations with the requirements of this Agreement.
12.4 Neither the County nor Ellison shall delegate
and /or assign their .respective duties and rights under this
Agreement without the prior written consent of the other
respective party. Any such delegation and /or assignment shall
be null and void.
12.5 The laws of the State of Colorado and the rules
and regulations issued pursuant thereto shall be applied in the
interpretation, execution and enforcement of this Agreement.
Any covenant, condition, or provision herein contained that is
held to be invalid by a court of competent jurisdiction shall
be considered deleted from this Agreement, but such deletion
shall in no way affect any other covenant, condition, or
provision herein contained so long as such deletion does not
materially prejudice the respective parties hereto and the
respective rights and obligations contained in the valid
covenants, conditions, or provisions of this Agreement.
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12.6 This Agreement contains the entire agreement
between the parties and supersedes any and all prior
agreements, proposals, negotiations, and representations
pertaining to the work to be performed hereunder. No
amendments or modifications of this Agreement shall be binding
unless evidenced in writing and signed by and on behalf of the
parties hereto.
12.7 All covenants, conditions and provisions in
this Agreement shall extend to and bind the legal
representatives, successors, and assignees of the respective
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day first above written.
COUNTY OF EAGLE, STATE OF COLORADO
By and Through its
ATTEST- BOARD OF COUNTY COMMISSIONERS
0,'By • By
Clerk of the Board of David E. Mott, Chairman
County Commissioners P.O. Box 850
Eagle, Colorado 81631
(303) 328 -7311 (Ext. 263)
WITNESS: LAND DESIGNS/BY ELLISON & CO.
By:
n ttiison
i t le- �f fi /lam
P.O. Box 2677
Vail, Colorado 81658
(303) 476 -3258
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