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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. IWAM 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. -3- c (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 IVE 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. -5- 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 -7- 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. -10- 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 -11-