HomeMy WebLinkAbout20-76 Agmt Halcyon Design Town Hall Design Phase 2 08-12-2020RESOLUTION NO.20-76
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF
FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE
TOWN OF FIRESTONE AND HALCYON DESIGN, LLC, FOR TOWN HALL
DESIGN PHASE 2 SERVICES
WHEREAS, by adoption of Resolution No 20-08, the Town of Firestone ("Town")
approved an agreement with Halcyon Design, LLC, for preliminary design and design
development systems regarding the Town Hall Project ("Project"); and
WHEREAS, the Town is now in need of Phase 2 Design Services for the Project, which
includes preparation of construction documents and contract administration services; and
WHEREAS, the Town desires to have Halcyon Design, LLC proceed with performance of
the Project's Phase 2 Design Services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLORADO:
The Phase 2 Design Services Agreement for the Town Hall Project between the Town of
Firestone and Halcyon Design Services LLC is approved in substantially the same form as the
copy attached hereto and made a part of this resolution and the Mayor is authorized to execute
the Agreement on behalf of the Town.
INTRODUCED, READ AND ADOPTED thisAtay of LOUSt , 2020.
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ATTEST:
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J ssi a Koenig, I
MON
i, Town Attorney
TOWN OF FIRESTONE, COLORADO
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B,dbi Sind r, Mayor
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this 14MLday
of August, 2020 (the "Effective Date"), by and between the Town of Firestone, a Colorado municipal corporation
with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and HALCYON
DESIGN LLC, an independent contractor with a principal place of business at 8310 Colorado Blvd., Suite 4650
Firestone, Colorado 80504 ("Contractor") (each a "Party" and collectively the "Parties").
WHEREAS, the Town requires professional services; and
WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to
perform the required professional services.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
SCOPE OF SERVICES
A. Contractor shall furnish all labor and materials required for the complete and prompt execution and
performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope
of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Town
Hall Design - Phase 2 (P2020-9900).
B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this
Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived
any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or
implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is
authorized to modify any term of this Agreement, either directly or implied by a course of action.
II. TERM AND TERMINATION
A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes
the Scope of Services to the satisfaction of the Town, or until terminated as provided herein.
Be
Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall
pay Contractor for all work previously authorized and completed prior to the date of termination. If, however,
Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-
off available at law and equity.
III. COMPENSATION
In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor
$53,102.00. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional
amounts shall be paid by the Town for such fees, costs and expenses. Contractor may submit periodic invoices,
which shall be paid by the Town within 30 days of receipt.
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IV. PROFESSIONAL RESPONSIBILITY
A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services
described herein and has all requisite corporate authority and professional licenses in good standing, required by law.
The work performed by Contractor shall be in accordance with generally accepted professional practices and the
level of competency presently maintained by other practicing professional firms in the same or similar type of work in
the applicable community. The work and services to be performed by Contractor hereunder shall be done in
compliance with applicable laws, ordinances, rules and regulations.
B. The Town's review, approval or acceptance of, or payment for any services shall not be construed
to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of
this Agreement.
C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to
employ subcontractors to perform any work except as expressly set forth in the Scope of Services.
V. OWNERSHIP
Any materials, items, and work specified in the Scope of Services, and any and all related documentation
and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly
acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire."
To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns
to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such
work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such
work without providing notice to or receiving consent from Contractor.
If the Town reuses or makes any modification to Consultant's designs, documents or work product without
the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the
Consultant, its officers, directors, employees and subconsultants from all claims and causes of action arising from
such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense,
related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or
use of the documents.
The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant
under the Agreement may contain certain design details, features and concepts from the Consultant's own practice
detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall
remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the
Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts
or for other clients.
VI. INDEPENDENT CONTRACTOR
Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all
personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times,
employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town
employee for any purposes.
VII. INSURANCE
A. Contractor agrees LOProcure and maintain, at its own cost, a policy or policies of insurance sufficient
to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this
Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and
maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town.
1. Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each
occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations,
and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage
for contractual and employee acts), blanket contractual, products, and completed operations. The policy
shall contain a severability of interests provision, and shall include the Town and the Town's officers,
employees, and contractors as additional insureds. No additional insured endorsement shall contain any
exclusion for bodily injury or property damage arising from completed operations.
3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general
aggregate.
B. Such insurance shall be in addition to any other insurance requirements imposed by law. The
coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30
days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and
extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the
Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by
Contractor. Contractor shall be solely responsible for any deductible losses under any policy.
C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies
are in full force and effect. The certificate shall identify this Agreement.
VIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers,
representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses
and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising
from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind
whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is
caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of
Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which
arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor
of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not
exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any
subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of
Contractor.
Be
If Contractor is providing architectural, engineering, surveying or other design services under this
Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town maybe determined only after
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Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by
mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c).
IX. ILLEGAL ALIENS
A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this
certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement
and that Contractor will participate in either the E-Verify Program administered by the United States Department of
Homeland Security and Social Security Administration or the Department Program administered by the Colorado
Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to
perform work under this Agreement.
B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.
C. Verification.
1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees
who are newly hired to perform work under this Agreement through participation in either the E-Verify
Program or the Department Program.
2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre-
employment screening of job applicants while this Agreement is being performed.
3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement
knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor
shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the
subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement,
and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant
to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is
performing work under this Agreements except that Contractor shall not terminate the subcontract if during
such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien who is performing work under this Agreement.
D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the
Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S.
§ 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement.
E. Affidavits. if Contractor does not have employees, Contractor shall sign the "No Employee Affidavit"
attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under
the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached
hereto.
X. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado,
and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado.
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B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this
Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement.
C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all
prior oral or written communications.
D. Third Parties. There are no intended third -party beneficiaries to this Agreement.
E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when
directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page
of this Agreement.
F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be
unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.
G. Modification. This Agreement may only be modified upon written agreement of the Parties.
H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be
assigned by either Party without the written consent of the other.
I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and
Jo not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights,
immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-1Owl 01, et seq., as
amended, or otherwise available to the Town and its officers, attorneys or employees.
J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to
any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's
legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively
performed.
K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any
financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall
extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or
liability beyond the current fiscal year.
L. Representative Authority. Each person signing this Agreement represents and warrants that he or she
is duly authorized and has the legal capacity to execute the Agreement.
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IN WITNESS WHEREOF, the Parties have execuietl this Agreement as of the Effective Date.
ATTEST:
-k��tipN,o TOWN OF FIRESTONE, COLORADO
0
A le, Til Jr
00
dr v bi Sinde ar, Mayomoo
'N
000e roouzc
iig, Towi le
ayashi, Town Attorney
HALCYON RESIGN LLC
NO EMPLOYEE AFFIDAVIT
To be completed only if Contractor has no employees
1. Check and complete one:
x❑ I, Ke11y Deitman Of a sole proprietor doing business as
LLc I do not currently employ any individuals. Should I employ any employees during
the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the lawful presence
verification requirements outlined in that Agreement.
❑ I, am the sole owner/member/shareholder of
a [specify type of entity — i.e., corporation,
limited liability company], that does not currently employ any individuals. Should I employ any individuals during the
term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements
outlined in that Agreement.
2. Check one.
x❑ I am a United States citizen or legal permanent resident.
The Town must verify this statement by reviewing one of the following items:
■ A valid Colorado driver's license or a Colorado identification card;
■ A United States military card or a military dependent's identification card;
■ A United States Coast Guard Merchant Mariner card;
■ A Native American tribal document;
■ In the case of a resident of another state, the driver's license or state -issued identification card from
the state of residence, if that state requires the applicant to prove lawful presence prior to the
issuance of the identification card; or
■ Any other documents or combination of documents listed in the Town's 'Acceptable Documents for
Lawful Presence Verification" chart that prove both Contractor's citizenship/lawful presence and
identity.
OR
❑ I am otherwise lawfully present in the United States pursuant to federal law.
Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement
("SAVE') program, and provide such verification fo the Town.
Kelly Deitman
2020.08.17
16:50:12-06'00'
Signature
8.17.20
Date
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F161: 1 Ht
DEPARTMENT PROGRAM AFFIDAVIT
To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program
I, GLY �l7t�, as a public contractor under contract with the Town of Firestone (the
"Town"), hereby affirm that:
1. I have examined or will examine the legal work status of all employees who are newly hired for
employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after
such hiring date,
2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify
the employment eligibility and identity of newly hired employees who perform work under this Agreement, and
3. I have not and will not alter or falsify the identification documents for my newly hired employees who
perform work under this Agreement.
Signature
STATE OF COLORADO )
) ss.
COUNTY OF\ )
Date
-����' The foregoin instrument was subscribed, sworn to (or affirmed) before me this_? d y of ��
by L kj'�h IWA as Or.r. of }D\t on oMG1,117
My commission expires:
(SEAL)
MALORI REYNA
Notary Public
State of Colorado
Notary ID # 20164026216
My Commission Expires 07-06.2023
A^
otary Public
ExHIDII A
SCOPE OF SERVICES
Contractor's Duties &Deliverables
Construction Documents (CD)
Color perspective rendering of front elevation for Owner's marketing use, Selection of interior finishes, Completion of design
documents, Written Specification Book by Architect and Civil Engineer, Compilation of wet -stamped permit documents for
permit submittal and bidding and Compliance Reports as required.
Contract Administration (CA)
Assist Contractor with Permit submittal, Product and material submittal review by design team, Answer construction questions
via Request For Information (RFI) and Architect's or Engineer's Supplemental Information (ASI/ESI) format, Site visits, Attend
Owner -Architect -Contractor (OAC) meetings, Final Punch List walk with Design Team and Client to review project Substantial
Completion, and Written Punch List by design team.
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