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HomeMy WebLinkAbout 19-76 Design Concepts-Two Hunters Park Construction Proj-ExecutedRESOLUTION 19-76 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND BISHOP LAYTON INC REGARDING PROFESSIONAL SERVICES FOR THE TWO HUNTERS PARK CONSTRUCTION PROJECT WHEREAS, the Town of Firestone (the "Town") is in need of certain professional services in connection with its Two Hunters Park Construction Project (the "Project"); and WHEREAS, Bishop Layton, Inc. has the skill and experience to perform the professional services required for the Project, and desires to perform the professional services for the Project. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, The Professional Services Agreement between the Town of Firestone and Bishop Layton Inc dba Design Concepts 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 Professional Services Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 14th day of August, 2019. lee ATTEST a/AVGIl16 e/ IW, Leah Vanarsdall, Town Clerk AS TO FORM: Wi11i�hI�. Hayashi, Town Attorney Project: 2019 Two Hunters Park Contractor. Bishop Layton Inc dba Design Concepts ` Total Cost: $53,135,00 Perm: 08-14-2019 to 08-01-2020 Acct. or P.O. 9 THIS AGREEMENT ("Agreement"), made this this 14t1' day of August, 2019, between the Town of Firestone, a Colorado municipal corporation, whose address is 151 Grant Avenue, Firestone, CO 80520, hereinafter referred to as "FIRESTONEand Bishop Layton Inc dba Design Concepts, an independent contractor, whose address is 211 North Public Road Suite 200, Lafayette, CO 80026 hereinafter referred to as"CONTRACTOR," provides as follows: ARTICLE I Section 1.1 Services: FIRESTONE retains CONTRACTOR, and CONTRACTOR agrees to provide the services and tasks ("Professional Services") and provide the Deliverables as specified or described in Schedule A (collectively, the "Project"), and in accordance with any other terms of this Agreement. Schedule A is hereby incorporated by reference and made a part of this Agreement. To the extent that this Agreement and Schedule A conflict, the provisions of this Agreement shall prevail. Section 1.2 Proiect Chani;c Rec�uosts. FIRESTONE may request changes in scope from the original Professional Services or Deliverables set forth in Schedule A by delivering to CONTRACTOR a written Project Change Request ("PCR") specifying the requested changes. Promply after delivery of a PCR, CONTRACTOR shall prepare and deliver to FIRESTONE a proposed amendment to Schedule A that, in accordance with the PCR: (a) assesses the impact of the PCR on the scope and timing of Professional Services and Deliverables to be provided under the Project; (b) describes any additional Services and Deliverables to be provided; (c) sets forth cost estimates, specifications, implementation plans and time schedules with milestone and completion dates; (d) contains completion and acceptance criteria; and (e) sets forth any other necessary information. A PCR shall not be effective unless authorized as an amendment to this Agreement and executed by both Parties. If CONTRACTOR proceeds without such 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 FIRESTONE is authorized to modify any term of this Agreement, either directly or implied by a course of action. Section 1.3 Contract Time; CONTRACTOR shall commence work upon direction to proceed from FIRESTONE and complete the Project on or before August 1, 2020 ("Contract Time"). The Contract Time stated or referred to in this section is of the essence. ARTICLE II IIRESTONE OBLIGATIONS Town of Firestone, l5l Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 General Contract —LONG FORM (Goods and/or Services 550,000 or More) Form Approved by Town Anonrey May 2019 Section 2.1 Uependency Inl'onnat1011. FIRESTONE shall provide CONTRACTOR with data, GIS data, information, reports and such other documentation ("Dependency Information") as may be available to FIRESTONE, and reasonably required by CONTRACTOR to perform the Professional Services and/or complete the Deliverables set forth in Schedule A. Section 2.2 Consent to Use GIS Data.. FIRESTONE grants to CONTRACTOR the non- exclusive, nontransferable right to copy, store, record, transmit, display, view, print or otherwise use GIS Data solely to the extent necessary to perform the Professional Services and to complete the Deliverables under this Agreement. The GIS Data may only be used by CONTRACTOR's employees for the purposes of performing the Professional Services and/or completing the Deliverables set forth in Schedule A. Section 2.3 Restrictions. on Use of G1S Data. The GIS Data contains proprietary information belonging exclusively to FIRESTONE, which claims copyright and trade secret protection in the Data and in each constituent element of information provided. Except as expressly permitted by this Agreement, in particular Section 2.2, CONTRACTOR will not, and will not allow any third party to: (i) copy, modify, adapt, alter, translate, or create derivative works of the GIS Data; (ii) distribute, sell, resell, lend, loan, lease, license, operate as a service bureau, managed service, sublicense or transfer the GIS Data; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the GIS Data (except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation); (iv) use the GIS Data to knowingly violate any privacy or other rights of any third party, or (v) remove, alter or obscure any proprietary notices of FIRESTONE, its licensors or suppliers included in the GIS Data. Section 2.4 DISCLAIM�.It (7F WARRANTIES. ALL DEPENDENCY INFORMATION, INCLUDING GIS DATA, IS PROVIDED "AS -IS" AND FIRESTONE HEREBY MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, AND FIRESTONE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INTEGRATION, TITLE AND FITNESS OF THE DEPENDENCY INFORMATION FOR A PARTICULAR PURPOSE, WITHOUT LIMITING THE FOREGOING, FIRESTONE MAKES NO WARRANTY OF ANY KIND THAT THE GIS DATA WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR OTHER SYSTEM. Section 2.5 .Access to Property.. ,atrd Records. FIRESTONE shall provide CONTRACTOR with access to its property as required and necessary to perform the Professional Services and/or complete the Deliverables set forth in Schedule A. To the extent required by law, FIRESTONE and CONTRACTOR agree to make this Agreement and any related records available for public disclosure pursuant to any open records law, including, without limitation, the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. CONTRACTOR agrees to hold FIRESTONE harmless from the disclosure of any records that FIRESTONE reasonably believes it is legally required to disclose. AR'I'ICLI; III ►fT1111 I1i1�iC�7:� 11 Cl7:y ll ��)►fy Town of Firestone, t51 Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 General Contract —LONG FORM (Goods and/or Services 550,000 or More) F0rm Approved by Town Anontey May 3� 19 Section 3.1 DClays. A Party shall immediately notify the other Party in writing as soon as it becomes aware of any developments that may delay the completion of the Project or a particular Deliverable, In the event that any such delays are in breach of either Party's obligations under Sections II and IV, (A) the non -breaching Party shall have the right to terminate this Agreement pursuant to the terms of Section VII (Termination for Cause), or (B) the non -breaching Party shall have the right modify the Scope of Services through a PCR. Section 3.2 No Damages for Delay. CONTRACTOR shall not be entitled to any increase in the rate charged for Professional Services or Deliverables, or to damages, or to additional compensation as a consequence of any such delays, Section 4,1 Mutual Represeittzttions aitd W�i•ranties. Each party represents and warrants to the other party that: (1) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power and authority to enter into and perform its obligations and grant the rights, consents and authorizations it grants or is required to grant under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Section 4.2 Contractor Representations, Warranties and Covenants,. A. C'Orllhliance <with law. The services to be performed by CONTRACTOR hereunder shall be one in compliance with all applicable federal, state, county and local laws, ordinances, rules and regulations, and shall not engage in any activity related to GIS Data or Dependency Information that would place FIRESTONE in violation of any applicable law, regulations, government request, or judicial process. B. ,Warranties. CONTRACTOR warrants and acknowledges as follows: (i) CONTRACTOR will perform Professional Services using commercially reasonable best efforts of a professional quality conforming to generally accepted industry standards and practices; (ii) CONTRACTOR will not violate any third party's intellectual property rights; (iii) CONTRACTOR has obtained, or will obtain, prior to performance of the Professional Services or development of the Deliverables, all third party consents, approvals, authorizations, licenses and permissions (collectively, the "Required Consents") necessary to perform the Professional Services and/or develop the Deliverables under this Agreement; (iv) shall not access, process or otherwise use GIS Data other than as necessary to facilitiate the Professional Services; (v) shall not give any third party party access to GIS Data, including without limitation CONTRACTOR's other customers or clients; (v) shall exercise commercially reasonably efforts to prevent unauthorized exposure or disclosure of GIS Data, and shall implement administrative, technical Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 Page (3 General Contract -LONG FORM (Goods andlor services 550.000 or More) Form Approved by Town Attoniey May 20I9 and physical safeguards for managing unauthorized disclosure or exposure of GIN Data stored by CONTRACTOR. C. In the event that CONTRACTOR has on -site or remote access to FIRESTONE systems or networks in connection with the Professional Services hereunder, CONTRACTOR will comply with FIRESTONE's security requirements. D. Because FIRESTONE has retained CONTRACTOR for its professional expertise, CONTRACTOR agrees not to employ any subcontractors to perform any Professional Services or Deliverables, unless expressly authorized in writing by FIRESTONE. Section 5.1 Contract Price: In consideration for the completion of the Project by CONTRACTOR in accordance with the terms of this Agreement, FIRESTONE shall pay CONTRACTOR as described in Schedule A, but in no event shall the total compensation to CONTRACTOR under this Agreement exceed $53,135.00. This amount shall include all fees, costs and expenses incurred by CONTRACTOR, and no additional amounts shall be paid by FIRESTONE for such fees, costs and expenses. No change to the Contract Price for the term of this agreement, including any additional compensation, or change in or adjustment to a rate, shall be effective or paid unless authorized by written amendment executed by FIRESTONE. Section 5.2 Payment: FIRESTONE, will make payment due to CONTRACTOR for compensation for completed work in the manner and at such times and amounts as set forth in Schedule A. CONTRACTOR shall submit monthly invoices to FIRESTONE which shall be due and payable thirty (30) days after receipt. hlvoices for completed work may not be submitted more frequently than monthly. Section 5.3 Contents of Invoices. Invoices shall include the basis upon which payment is requested, such as actual time, number of hours worked, materials and expenses, along with a general description of the actual Professional Services performed, the start and completion dates of any such services performed, and who performed such services. CONTRACTOR shall provide appropriate supporting documentation with each invoice. Section 5.4 Invoice Disputes. If there exists a good faith dispute with regard to an item appearing on an invoice, FIRESTONE has the right to withhold payment on any amounts that are disputed while the Parties attempt to resolve the dispute, provided that FIRESTONE provides CONTRACTOR with notice of such dispute within thirty (30) days after receipt of the invoice and pays all undisputed amounts by the due date. FIRESTONE's withholding of such disputed amount shall not constitute a breach of this Agreement, nor shall it be grounds for CONTRACTOR to suspend or terminate its performance of undisputed Professional Services, Section 5.5 FIRESTONE's Ris7ht to Withhold: Notwithstanding any other provision of this Agreement and without prejudice to any of FIRESTONE's rights or remedies, FIRESTONE shall have the right at any time or times, whether before or after approval of any pay request, to Town of Firestone, 15 i Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 Page 14 General Contras -LONG FORM (Goods and/or Services 550;000 or Mare) Form Approved by Town Attorney May 2019 deduct and withhold from any payment that may be due under this Agreement such amount as may reasonably appear necessary to compensate FIRESTONE for any actual or prospective loss due to: (a) (b) (c) (d) (e) work that is defective, damaged, flawed, unsuitable, nonconforming or incomplete; damage for which CONTRACTOR is liable under this Agreement; liens or claims of liens regardless of merit; claims of subcontractors, suppliez•s or other person regardless of merit; delay in the progress or completion of the Project; inability of CONTRACTOR to complete the Project; (g) reasonable doubt that the unpaid balance available under the Agreement is adequate to cover actual or liquidated damages, if any; (h) failure of CONTRACTOR properly to complete or document any pay request; (i) any other failure of CONTRACTOR to perform any of its obligations under this Agreement; or (j) the cost to FIRESTONE, including attorneys' fees and administrative expenses, for correcting any of the aforesaid matters or exercising anyone or more of FIRESTONE's remedies. Section S.6 No Multi -Year Fiscal Obli ag tion. multiple fiscal year obligation pursuant to Colorado Notwithstanding any other provision of this Agreement, Agreement are subject to annual appropriation by the FI Nothing herein shall constitute a Constitution Article X, Section 20. RESTONE's obligations under this Board of Trustees of the Town of FIRESTONE. Any failure of a Board annually to appropriate adequate monies to finance FIRESTONE's obligations under this Agreement shall terminate this Agreement at such time as such then -existing appropriations are to be depleted. Notice shall be given promptly to CONTRACTOR of any failure to appropriate such adequate monies. Section 5.7 Appropriation' If this is a contract for the design or construction, or both the design and construction, of a public works project, FIRESTONE has appropriated funds equal to or in excess of the Contract Price, ARTICLE VI TERM AND TERMINATION Section 6.1 Term. The term of this Agreement shall commence on the 14th day of August, 2019 ("Commencement Date"), and shall expire, unless earlier terminated as set forth in Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 P a z 15 General Comracl -LONG FORM (Goods andfor Services 550,000 or More) form Approved 6y Town Altomey May 3019 this Article vI, upon the earlier of: (a) CONTRACTOR'S completion of the Project; or (b) one (1) year from the Commencement Date ("Term"). The Term may be extended by mutual written agreement of the Parties. Section 6.2 Termination for Convenience. This Agreement may be terminated by FIRESTONE without cause upon seven (7) days written notice to CONTRACTOR. Section 6.3 Termination for Cause. In the event of a breach by CONTRACTOR of the terms and conditions of this Agreement, FIRESTONE may give notice to CONTRACTOR stating such breach has occurred and giving CONTRACTOR fourteen (14) days to cure such breach. If the breach is not cured within the stated timeframe, to FIRESTONE's reasonable satisfaction, FIRESTONE may terminate this Agreement. Section 6.4 Effect of Termination. In the event of termination, CONTRACTOR shall immediately discontinue performance, and deliver to FIRESTONE all Work Product (as defined herein). Without prejudice to any other rights or remedies it may have hereunder or at law or in equity, FIRESTONE may itself or through another service provider take over any unfinished Professional Services and Deliverables covered by this Agreement by whatever reasonable method it may deem expedient. In addition, at FIRESTONE'S request, CONTRACTOR shall timely: (a) document in reasonable detail the status of the terminated Professional Services, the Work Product delivered, and the Deliverables specified in Schedule A; and (b) deliver to FIRESTONE copies of all documents and data reasonably required for the completion of any unfinished Professional Services and Deliverables. Any such termination by FIRESTONE shall be without penalty or payment obligation, other than undisputed outstanding payment obligations relating to Professional Services performed or Deliverables provided by CONTRACTOR as of the date of termination. If payment is otherwise due in a fixed sum, FIRESTONE will pay CONTRACTOR for the pro rate value of the completed portion of the Professional Services. If, however, CONTRACTOR has substantially or materially breached the standards or terms of this Agreement, FIRESTONE shall have any remedy or right to set off available at law and equity. Val Section 7.1 Client IVlaterials; Ali right, title and interest in and to any materials provided by FIRESTONE to CONTRACTOR, including without limitation, Dependency Information, other materials of any kind and nature, and any trademarks, service marks, trade logos or other pre- existing Intellectual Property Rights ("Client Materials") are and shall remain the sole property of FIRESTONE. No Client Materials shall be removed from FIRESTONE's' premises or computer systems without FIRESTONE's prior written consent. All Client Materials shall be returned upon the earlier of (a) FIRESTONE's request for their return; and (b) completion or termination of the Project. CONTRACTOR shall maintain such materials in good condition. Town of Firestone, 15 l Grant Avenue, Firestone, CO 80520; Phone: 303-833-329I P n `� e � 6 General Contrncl —LONG FORM (Goods and/or Services s5Q000 or More) form Approved by Town Attorney May 2019 Section 7.2 Work Product, The Parties acknowledge and agree that all items delivered in the course of performance by CONTRACTOR of its various obligations under this Agreement (the "Work Product") have been or will have been specially ordered or commissioned by FIRESTONE, and accordingly, each is and will be a "work made for hire" (as such term is used in 17 U.S.C. § 201) for FIRESTONE, effective as of the moment each such item is fixed in a tangible medium, whether or not such item is complete. CONTRACTOR hereby transfers and assigns to FIRESTONE all of its all right, title, and interest in and to all Work Product, including, but not limited to, all United States and foreign copyright, patent, trademark, trade secret and any other proprietary rights pertaining to such Work Product held by CONTRACTOR. The forgoing shall not apply to previously created and/or owned intellectual property of CONTRACTOR. Nothing in this Agreement will prevent CONTRACTOR from retaining copies of documents for the lawful use in its own business purposes; provided; however, that Work Product is not to be used by CONTRACTOR on other project applications outside the scope of the Professional Services or work under this Agreemnet. CONTRACTOR will provide FIRESTONE with a ten (10) day written notice prior to disposal of documents it has retained, during which time FIRESTONE may take physical possession of same. ARTICLE VIII INDEPENDENT CONTRACTOR CONTRACTOR is an independent contractor of FIRESTONE under this Agreement. Nothing in this Agreement is intended to create a relationship of employee -employer between CONTRACTOR and FIRESTONE. Neither Party shall be construed to be a partner, member of a joint venture, franchisee, principal, agent, representative or participant of or with the other for any purpose whatsoever. CONTRACTOR does not and shall not have any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of FIRESTONE or to bind FIRESTONE in any manner. CONTRACTOR is responsible for scheduling and determining how Professional Services and/or Deliverables are to be completed and, except as otherwise agreed, shall supply its own tools and supplies. CONTRACTOR shall be solely responsible for paying all compensation earned by its personnel. CONTRACTOR agrees to comply with all federal and state wage and hour laws, immigration laws, and anti -discrimination laws. CONTRACTOR shall be solely responsible for withholding all federal, state, and local income taxes of its personnel, and any other obligations imposed on CONTRACTOR as the employer of the personnel. ARTICLE IX INSURANCE (a) CONTRACTOR shall at its own expense procure a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by CONTRACTOR under this Agreement. Such insurance shall be in addition to the insurance requirements below or otherwise imposed by law. (b) CONTRACTOR shall at its own expense keep in full force and effect during the term of this Agreement and during the term of any extension or amendment of this Agreement, Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 P a� e 17 General Contract —LONG FORM (Goods and/or Services $$0;000 or More) F01111 Approved by'J'vwn Atlorney ay. insurance as stated below: (1) Commercial General Liability Insurance with minimum combined single limits of One Million Dollars and No Cents ($1,000,000.00) for each occurrence and One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, completed operations, explosion, collapse, and underground hazards. (2) If professional services (architecture, engineering, design, etc.) are provided, Professional Liability Insurance with limits of One Million Dollars and No Cents ($1,000,000.00) per claim and One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00) aggregate. This policy shall remain in force for the period of design and construction and shall include a discovery period of three years, to commence upon substantial completion of the Project. (3) Workers' Compensation Insurance to cover all obligations imposed by applicable laws for all of CONTRACTOR'S employees engaged in the performance of work under this Agreement, based on statutory limits prescribed by and in accordance with Colorado law. In the event any services are performed by a subcontractor, CONTRACTOR shall require such subcontractor to provide workers' compensation insurance for its employees. (4) Comprehensive Automotive Liability Insurance for the duration of this Agreement covering all owned, non -owned, and hired vehicles used in connection with the work performed by or on behalf of CONTRACTOR under this Agreement in an amount not less than Five Hundred Thousand Dollars and No Cents ($500,000.00) combined single limit per occurrence for bodily injury and property damage. (c) The insurance policies required by Subsection 3.4(b)(1) shall name FIRESTONE and its employees and agents as additional insureds and shall contain waiver• of subrogation provisions. No additional insured endorsement to a policy shall contain any exclusion for bodily injury or property damage arising from completed operations. (d) Every policy required under this Section shall provide that such insurance is primary coverage with respect to work contemplated under this Agreement by all insureds and additional insureds, and that any insurance carried by FIRESTONE, its officers, or its employees, or carried by or provided through any insurance pool of FIRESTONE, shall be excess and not contributory insurance to that provided by CONTRACTOR. CONTRACTOR shall be solely responsible for any deductible losses under any policy required above. Any insurance policy required under this Agreement shall be written by a responsible company or companies authorized to do business under the laws of the State of Colorado, subject to the approval of FIRESTONE. (e) Prior to commencement of work tinder this Agreement, CONTRACTOR shall Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 Page 18 Geucral Conlracl -LONG FORM (Goods and/or Services 550;000 or More) Form Approved by Town Attorney May 2019 provide FIRESTONE with certificates) of insurance completed by CONTRAU I R's insurers) as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and effect. The certificate shall identify this Agreement and shall provide that the coverage afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days' prior written notice has been given to FIRESTONE. The completed certificates) of insurance shall be sent to: Town of Firestone 151 Grant Avenue P.O. Box 100 Firestone, Colorado 80520 Attn: "Todd Bjerkaas CONTRACTOR shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Section by reason of CONTRACTOR's failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amount, duration or type. Failure on the part of CONTRACTOR to procure or maintain policies providing the required coverage, conditions and minimum limits shall constitute a material breach of contract upon which FIRESTONE may immediately terminate this Agreement, or at its discretion FIRESTONE may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by FIRESTONE shall be repaid by CONTRACTOR to FIRESTONE upon demand, or FIRESTONE may withhold the cost of the premiums from any monies due to CONTRACTOR from FIRESTONE. ARTICLE X INDEMNIFICATION CONTRACTOR shall indemnify, defend, and hold harmless FIRESTONE and its agents and employees on, and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from this Agreement, to the extent that any such claim, damage, loss, or expense is caused, or alleged to have been caused, in whole or in part, by any negligent act, error or omission of CONTRACTOR or anyone directly employed by CONTRACTOR or anyone for whose acts CONTRACTOR may be liable. The extent of CONTRACTOR'S obligations pursuant to this Article may be determined only after CONTRACTOR'S obligations to FIRESTONE have been finally determined as a matter of law. (a) CONTRACTOR certifies, through signature of its authorized representative executing this Agreement, that it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the CONTRACTOR will participate in the United States Government's E-Verify Program or the State of Colorado Department of Labor and Employment Program ("Department Program") in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 P a « e 19 General Contract -LONG FORtvf (Goods mxl/or Services 550,000 or More) Form Approved by'iown Attorney May 2019 (b) CONTRACTOR shall not: (1) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (2) Enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. (c) CONTRACTOR shall affirm as required by C.R.S. § 8-17.5-102 (c) (II), as maybe amended, the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the E-Verify Program or the Department Program. (d) CONTRACTOR is prohibited from using the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while the public contract for services is being performed. (e) If CONTRACTOR obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, CONTRACTOR shall be required to; (1) Notify the subcontractor and FIRESTONE within three days that the CONTRACTOR has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (2) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to sub -subparagraph (B)(2) the subcontractor does not stop employing or contracting with the illegal alien; except that the CONTRACTOR shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (f) CONTRACTOR shall comply with all rules and regulations and any reasonable request by the State Department of Labor and Employment made in the course of the Department's performance of its lawful duties pursuant to C.R.S. 8-17.5401 et.seq., as may be amended. (g) If CONTRACTOR violates any of the provisions set forth in this section, FIRESTONE may terminate the Agreement and CONTRACTOR shall be liable for all actual and consequential damages incurred by FIRESTONE. ARTICLIC XII MISC1rLLANiC®US Section 12.1 Ct�lorado Law: This Agreement is to be governed by the laws of the State of Colorado. Venue for any litigation shall be in Weld County. Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 Page 110 General Contract -LONG FORM (Goods and/or Services 550;000 or More) Form Approved by Town Attorney May 2019 Section 12.2 Bidding Effect/Non-Ass )iabilit FIRESTONE and CONTRACTOR each binds itself, its successors, and assigns to the other party to this Agreement with respect to all rights and obligations under this Agreement. Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be assigned by either party without the written consent of the other. Section 12.3 Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. Section 12.4 Notice and Communications. Any notice to the parties required under this Agreement shall be in writing, delivered to the person designated below for the parties at the indicated address unless otherwise designated in writing. Only mailing by United States mail or hand delivery shall be utilized for notice required to be given under this Agreement. Facsimile and e-mail addresses are provided for convenience only. However, copies of mailed or hand - delivered notices may be sent to the parties via e-mail or facsimile. FIRESTOi�1T1: Town of Firestone 151 Grant Avenue Firestone, Colorado 80520 Attn: Todd Bjerkaas Telephone: 3 03 -5 31-625 8 E-mail: tjerkaas@firestoneco.gov Bishop Layton Inc. dba Design Concepts 211 North Public Road Suite 200 Lafayette, CO 80026 Attn: Shanen Weber Telephone: 303-664-5301 E-mail: ShanenW@dcla Section 12.5 Counterparts. This Agreement may be executed in two or more counterparts, rM manual or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one and the same document. Section 12.6 No Third Party Benefit. This Agreement is between FIRESTONE and CONTRACTOR and no other person or organization shall be entitled to enforce any of its provisions or have any right under this Agreement. Section 12.7 Severability. If any term, covenant, or condition of this Agreement is deemed by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be binding upon the parties. Section 12.8 Idfirc Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone; 303-833-3241 pa a e � ( t General Caitrnct -LONG FORM (Goods and/or Services SSO.000 or Morn) f0rm Approved by Town Attorney May 2019 Section 12.9 Default/Attb►`iiey's Fees. In Lite event of defautt of any of the provisions herein, the defaulting party shall be liable to the non -defaulting party for all reasonable attorney fees, legal expenses and costs incurred as a result of the default. Section 12.10 No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by FIRESTONE shall not constitute a waiver of any of the other terms or obligations of this Agreement. Section 12.11 Colorado Govertunental Immunity Act. The parties hereto understand and agree that FIRESTONE is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Sections 24-10-101 et seq., C.R.S., as,may be amended, or those otherwise available to FIRESTONE, its officers, or its employees. IN WITNESS WHEREOF, the parties hereto have signed and executed this Agreement the day first written above. TOWN OF FIRESTONE CUNTR;A�TOR;< ATTEST: d va, '0'kc j Leah Vanarsdall, Town Cleric AS TO FORM; Hayashi, Town Attorney Town of Firestone, 15 l Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 Paze �12 General Canracl —LONG FORM (Goods midlor Services 550,000 or More) Fonn Approved by Town Attorney May 2019 Attached to and made a part of the Agreement between the TOWN of FIRESTONE and Bishop Layton Inc dba Design Concepts, A -I DESIGN CONCEPTS Community +Landscape Architects July 26, 2019 Todd Bjerl<aas Director of Planning and Development Town of Firestone, Colorado Re: Two Hunters Park Dear Todd: Thanl<you for giving us this opportunity to provide Landscape Architectural Services for Two Hunters Park located in Firestone, Colorado. After review of the design and progress set to date, Design Concepts is eager to assist the Town in completing the design and construction documents of this project and ultimately see the park constructed. Our understanding and project scope includes completing and providing a thorough and qualitive construction bid set for Two Hunters Park and administering the project through installation. Design Concepts will review the approximate 75% construction drawing set dated December 7, 2018 (completed by a previous consultant team) and pick up where left off with some minor revisions and refinement to the overall park design based on client and family feedback. Although labeled as a 75% CD set, the current state of the project is really at a 50% CD set with incomplete design details, electrical and structural engineering progress, project specifications and general sheet layout and organization. The goal is to complete the bid set drawings by fall of 2019 with construction beginning soon after and completion of construction by April of 2020. In assisting with the completion of this project, our design team will include: • Ackerman Engineering— Electrical engineering • Anthem Structural Engineers -Structural engineering Design Concepts will utilize the existing site survey performed by Civil Arts. We would like to offer the following proposal for our services: Page 1 of 5 211 North Public Road, Suite 200 � Lafayette, CO 80026 303.664.5301 � www.dcla.net Basic Services REFINED SITE PLAN Based upon Town staff, client and family input, we will refine the site plan and design details to properly align with the overall vision of the park and client expectations. We will provide the following services; Task #1-Project Kick-off: - Cor��lete • I<icl<-Off Meeting —Scope and budget discussion, preliminary scheduling, set document deadlines, discuss review process • Site visit — inventory of existing site conditions, context of site, views and site drainage • Data collection/review — base mapping, site survey, soils, previous design/plans • Progress Updates with Client - As needed, via phone, email, Go -to meetings • Design Concepts' team coordination meetings and correspondence Task #2 -Design Development —refine existing design: Based upon Town staff and client input, we will refine the existing site plan, landscape plan, design details for Town and client review. • Refine the details of the plaza spaces • Revise some design details with correct information • Redesign the two park entry features • Redesign the park sign • Refine and simplify the landscape plan • Update and revise cost estimate • Prepare preliminary specifications • Review meeting with Town staff and client to discuss refined plans • Progress Updates with Town staff - As needed, via phone, email • Design Concepts' team coordination meetings and correspondence Taslc #3 -Construction Docu Based upon project refinement as described above, we will complete details and revise the construction documents to date. We have assumed that no significant changes will be made after approval of the refined design development drawings. Submittals will be at approximately 90% and Bid Set completion levels. We will: • Revise site design with layout and detail for the plazas, seat walls, walks, pedestrian connections, entry features, shade structures, park sign, fencing, etc. • Revise the demolition plan • Review, revise and amend the grading plan as necessary • Revise and simplify the landscape plan Page 2 of 5 • Review, revise and amend irrigation plans and details based on connection to existing domestic line. • Provide structural plans • Provide electrical plans • Prepare a final cost estimate • Provide technical specifications for bidding. • Attend review meetings with the Town staff and client for presentation and input on design at 90% CD set • Document design responses, comments, input and priorities throughout the process. • Progress Updates with Client - As needed, via phone, email • Design Concepts' team coordination meetings and correspondence. Task #4 -Bidding This phase is for construction bidding activities. • Answer all Town and contractor questions inform of addenda • Attend a pre -bid meeting • Assist with reviewing bids and selection of contractor Task #5 -Services Durine Construction This phase is for continued site services during construction. Attend/facilitate a pre -construction meeting • Attend/facilitate apre-construction meeting • Site visits (up to 8 visits with reports) • Prepare site observation reports within 3 working days of site visit • Review shop drawings • Review pricing for change orders • Respond to requests for information • Prepare punch list at site work completion and one post punch walk through Task #6 - As -Built Documentation/Record Drawings This phase is for continued site services after construction. • Prepare as -built drawings for project completion • Electronic and reproducible copies are included Page 3 of 5 Proposed Timeline/Schedule Work Items Proposed Amount of Estimated Time Needed to Date Complete Task #1: 2 weeks July 2019 - Project Kickoff and Information Gathering complete -obtain base mapping Task #2. 4 weeks August 2019 Design Development refinement -review meetings Task #3. 8 weeks September - Construction Documents October 2019 -90% CD submittal -Bid Set submittal Task #4: 4 weeks November - Bidding 2019 -addenda -pre-bid meeting -select contractor/contracts Task #5. 20 weeks December Construction Administration 2019—April -pre-construction meeting 2020 -site observation visits Task #6. 1 week May 2020 As -Built Documentation Amount of Time Required for Final Completion: 9 months July 2019 — April 2020 Billing Invoicing will be monthly and will not exceed the total fee quoted for Basic Services plus any reimbursable expenses. No additional services will be billed unless authorized. Reimbursable Exaenses Reimbursable items include delivery, printing, reproduction and mileage are included within the Basic Services Fees. Page 4 of 5 Additional Services Services not included in Basic Services listed above, but which may become necessary in the course of the project will be billed as Additional Services on an hourly basis as is in accordance with the attached Schedule of Fees. Such items include additional Town and client meetings, plan changes after bidding, design changes or additional design during construction, testing, and inspection. The Town of Firestone will be notified when Additional Services are required, and an estimate provided prior to beginning work. Contract Exclusions Outside of design review meetings listed above, any Town of Firestone review submittals are not included in the Basic Services but is available as an additional service per Town's request. Creation of Front end or Boilerplate specifications for bidding this project are not included in the Basic Services but is available as an additional service per Town's request. The assumption is the Town of Firestone will provide this documentation to be included in the Bid Set documents. FEE PROPOSAL Basic Services Project Kick-off Design Development refinement Construction Documentation Bidding Construction Administration Reimbursable Expenses TOTAL BASE BID FEE $ 2,240.00 $ 13,000.00 $ 26,115.00 $ 2,160.00 $ 8,920.00 $ 700.00 $ 53,135.00 Again, thank you for reaching out inviting us to participate on this project. Design Concepts will provide substantial support as site planners and Landscape Architects forthis site. We lool<forward to working on this rewarding project. Please contact me if you would like to further discuss any of our proposed services and fees or need further clarification. Very Truly Yours, Shanen Weber, PLA, AS LA Principal shanenC dcla.net August 9, 2019 DESIGN coNce�rs Page 5 of 5 January, 2019 The following schedule of fees is used by Design Concepts for billing purposes. These fees are in effect for all services rendered unless other terms have been negotiated. Senior Project Manager $130.00/hour Project Manager $110.00/hour Designer/Graphic Designer $100.00/hour Administrative Staff $70.00/hour Intern $55.00/hour Payment for services rendered is billed monthly on the fifth day or at the termination of the project. Payment is due within 15 days of billing date. Any portion of a billing not paid within 30 days of the billing date shall be considered delinquent and shall bear a delinquency charge of one and a half percent (1.5%) per month (annual percentage rate 18%) on the unpaid balance. Rates subject to change without notice.