Loading...
HomeMy WebLinkAbout 19-65 Desgin Concepts Agrmnt for Parks Open Space-Trails Master PlanRESOLUTION 19-65 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 DBA DESIGN CONCEPTS FOR THE PREPARATION OF A PARKS, OPEN SPACE AND TRAILS MASTER PLAN WHEREAS, on May 20, 2019, the Town sent out on Requests for Proposal ("RFP") for Consulting Services to prepare a Parks, Open Space and Trails Master Plan for the Town of Firestone; and WHEREAS, staff evaluated all submittals and selected finalists who on July 10, 2019 made presentations and were interviewed by the Board of Trustees and members of the Parks, Trails and Recreation Board; and WHEREAS, after the presentations the Board of Trustees selected Design Concepts based upon their qualifications and experience to prepare a Parks, Open Space and Trails Master Plan for the Town. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORAD0. The Agreement for preparation of a Parks, Open Space and Trails Master Plan for the Town of Firestone 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 Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 24th day of July, 2019. OF FIIj,F�STONE, COLORADO �s® 44 a4e e . o 0 Z T:0NT'f'G Tt & "aA Leah Vanarsdall, Town Clerk AS TO FORM: William P! I�Iayashi, Town Attorney Pro,jccl: 2019 POST Master Plan Crnllractor Bishop Layton Inc dba Dcsign Concepts Total Cost: $1 17, 960 00 Term: 07-25-2019 to 05-OI-2020 Acet or P O 0 THIS AGREEMEN"f ("Agreement"), made this this 24th day of July, 2019, between the Town of Firestone, a Colorado municipal corporation, whose address is 151 Grant Avenue, Firestone, CO 80520, hereinafter referred to as "FIRESTONE," and Bishop Layton Inc dba Design Concepts, an independent contractor, whose address is 21 1 North Public Road Suite 200, Lafayette, CO 80026 hereinafter referred to as"CONTRACTOR," provides as follows; Section l , i 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, SchedulC /\ 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 Project Chan, C ReiauCsts, F[RESTONE may request changes in scope fi•om 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. Prornply 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 F[RESTONE and complete the Project on or before May I, 2020 ("Conhact Time"). The Contract Time stated or referred to in this section is of the essence. If Town of Firestone, I S I Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 Gtueial Contract LONG FORM (Goods and/or Snviees SS11,000 or ildore) Form Approred by To�cu Attomoy \IuV 2U 19 Section 2,1 Dependency Inl- ormation. 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 G[S 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 GIS Data. The GlS 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 DISCL.AIMER OF 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 Pt•operty <urd 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, el seq. CONTRACTOR agrees to hold FIRESTONE harmless from the disclosure of any records that FIRESTONE reasonably believes it is legally required to disclose. Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 General Contract —LONG POR\1 (GuuJs uneUor Services 550,000 or \dote) Dorm Approved by Tnwa Attorney �Iny ?019 Section 301 Dela s. 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 11 and IV, (A) the non -breaching Party shall have the right to terminate this Agreement pursuant to the terms of Section VI I (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 Dam�(�cs fc)r 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. ONO M. 1 Section 4. I Mutual Representatiuns and Warranties. Each party represents and warrants to the otherparty that: (i) 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 terrns. Section 4,2 Contractor Representations, Warranties and Covenants, A. Compliance with law. The services to be performed by CONTRACTOR hereunde►• shall be done in compliance with all applicable federal, state, cot►nty 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: 303-833-3291 13 Gencuil ContraG -LONG rOR41 ((foods and/or Senices S5U,000 or \loie) Form Ahpai�ed by Town Auorney day 2919 and physical safeguards for managing unauthorized disclosure or exposure of GIS 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. ARTICLE V Y ME AND PAYMENT 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 $117,960,00, 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: F[RES"PONE 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. Invoices 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 Disp ales, 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 FIRESTONI�.'s Right to Withhold: Notwithstanding any other provision of this Agreement and without prejudice to any of FIRESTONE's righks or remedies, FIRESTONE shall have the right at any time or times, whether before or after approval of any pay request, to Town oFFirestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 I' a .t Uenerd ('onlracl - LUNG FOR\4 (Goods and/or Sen ices SSU,DUU or ,�loie) Fonn Appio�cd by Town Attorney Mny 201� ri 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) work that is defective, damaged, flawed, unsuitable, nonconforming or incomplete; (b) damage for which CONTRACTOR is liable under this Agreement; (c) liens or claims of liens regardless of merit; (d} claims of subcontractors, suppliers or other person regardless of merit; (e} delay in the progress or completion of the Project; (f) inability of CONTRACTOR to complete the Project; (g) reasonable doubt that the unpaid balance available tinder 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 of exercising any one or mote of F[RESTONE'3 remedies. Section 5.6 No Multi -Year Fiscal Obligation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to Colorado Constitution Article X, Section 20a Notwithstanding any other provision of this Agreement, FIRESTONE's obligations under this Agreement are subject to annual appropriation by the 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 Appropriations 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. Section 6.1 Term. The term of this Agreement shall commence on the 25th day of July, 2019 ("Commencement Date"), and shall expire, unless earlier terminated as set forth in this Town of Firestone, 151 Grant Avenue, firestone, CO 80520; Phone: 303-833-3291 I' �) ry Ganerol Caitracl -LONG POR�I (Goods nnJlor Sei vices SSQ0011 or Alore) Form rlppm�ed by'I'own ;\Itmncy biny'019 Article Vl, upon the earlier of: (a) CONTRACTOR'S completion of the Project; or (b) one (I) 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 FIRESTONF_, 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 P►•ofcssional 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. ARTICLT VII OWI�tiCRSHiY Section 7.1 C"Bent Materials. All 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, I51 Grant Avenue, Firestone, C:O 80520; Phone; 303-833-3291 P n � e ( G Geneinl C'untrocl - LO\G FORA (Goods and/or Scrriccs SS0,000 or bloi c) Form Appio�'cd by Torn Auumey day 20I9 Section 7.2 Work Product. The at 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 Agreemeet. 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. • U � CONTRACTOR is an independent contractor of F[RESTONE 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 antidiscrimination 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, (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, 15 1 Grant Avenue, Firestone, CO 80520; Phone: 303433-3291 17 General Contract - LONG fORAd (Goods mid/oi Sea ice,e 550,0(lo nr 4fore) Fours Approved by loan Attorney �d.q- ?619 insurance as stated below: (I) 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 Is 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 iii 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 under this Agreement, CONTRACTOR shall Town of Firestone, 151 Grant Avenue, firestone, CO 80520; Phone: 303-833-3291 f' ,I � C 13 Ciencr;d Cuntroct - LO\G POI2\d (<kmJs' nudlo� Sei vices 550,000 or Adow) Form .Approved by Towu Atlnmcy ibluy 2019 provide FIRESTONE with certificates) of insurance completed by CONTRACTOR'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 I S 1 Grant Avenue P.O. Box 100 Firestone, Colorado 80520 Attn: Julie Pasillas 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 ofthe premiums from any monies due to CONTRACTOR from FIRESTONE. T CONTRACTOR shall indemnify, defend, and hold harmless FIRESTONE and its agents and employees from 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. ARTICLE XI (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: 303-833-3291 General f onlrncl - LOBO POR�I (Goods and/or Seitiices S50,000 or \loic) Fonu Approved hy'roau Attorney A -)ay ?01� (b) CONTRACTOR shall not: (I) 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 Underthe public contract for services. (c) CONTRACTOR shall affirm as required by C.R.S. § 8-17.5-102 (c) (I[), as may be 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 subcontractoe 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 (13)(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. 8-17.5-I01 et.seq., as may be amended. (g) If CONTRACTOR violates any of the provisions set forth in this section, F[RESTONE may terminate the Agreement and CONTRACTOR shall be liable for all actual and consequential damages incurred by FIRESTONE. Section 12. I Colorado 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 P 10 Geneinl ('ontrta - LONG FOR\I IGoods muUoi Sei Vices 550.110� of \Morel form Approrad by Town Alwrney \lay 2019 Section 12.2 Binding t�'l Cct/N(3n-E\ssiRM11 iIV. FIRESTONE and CONTRACTOR each binds itself, its successors, and assigns to the other party to this Agreement with respect to all tights 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 modifiication 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. 'Down of Firestone 151 Grant Avenue Firestone, Colorado 80520 Attn; Julie Pasillas Telephone; 303-531-6258 E-mail; jpast Ilas cr,firestoneco.gov Bishop Layton Inc. db i Design Concepts 2l 1 North Public Road Suite 200 Lafayette, CO 80026 Attn: Shanen Weber Telephone: 303-664-5301 E-►nailo ShanenWLdcla Section 12.5 Countcr7arts. This Agreement may be executed in two or more counterpartsI using 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 `I'17ird Party Benefit. This Agreement is between FIRESTONE and CONTRACTOR and no other person or organization shall be entitled to enforce ally of its provisions or have any right under this Agreement. p Section 12.7 Severability. If any term, covenant, or coodJOon .of •this.•A reement 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 Entire 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 oFFirestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 P a `� I Oeneiul Contrntt - LOKG I=OR\i (Goods and/or tierviccs SSO,000 or �loiel form Appiorcd by Town Attorney �4ay �019 Section 12.9 Default/Attorney s Fees. (n the event of default 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 Governmental 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 24-1Owl 101 e[ secs, 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. OW & FU �a �WeAL ® ATTEST; 0000 V4 R 010 T,a®ve,® , Leah Vanarsdall, Town Cleric TOWN OF FIRESTONE PI�OX}1ED AS TO FORM: Willi�rfi �/ Hayashi, Town Attorney Town of Firestone, 151 Grant Avenue, Firestone, CO 80520; Phone: 303-833-3291 General Coniracl - LONG FOR\d (Goods and/or Sci vices 550,000 or �loic) Dunn Appru, ed by Town ;Utorney flay 2019 SCHEDiJLE A Attached to and made a part of the Agreement between the TOWN of F[RESTONE and Bishop Layton Inc dba Design Concepts. A- I „.C, cask 1: Project Kllck®off f �rr_jc cf lfir.(r r_ri' Upon selection our team will meet with the Town's Project Manager and staff to formalize and outline a Work Plan including agency goals & objectives accepted methodologies, number and types of meetings, and expected quality and formats for deliverables, and agreement on the implementation strategies. Stakeholders and potential partners will be identified. We will set a timeline for public involvement, analysis, recommendations, and all preparation of work products. E lrlcrodr�irdt� -� 1'vlicy f8�vit�Ust We will review relevant Town of Firestone planning and policy documents to inform our efforts on the Master Plan. 11r�YY1C�r�YC��)Y'ric: t"rericis Members of our team are experts in interpreting demographic trends and the impacts of these on park and recreation needs, We will portray the results of our analyses in ways that are easy to understand, but highly representative of the actual and projected trends, growth, and levels of service. Itt1�r�Y1it�Cy� Y-,�9ncslY�is The inventory of existing Town parks, open space, and trails will be conducted using GIS (Geographic Information System) applications. Our firm has developed sophisticated methodologies for conducting inventories of park and recreation systems and has traveled around the country applying these techniques. Our approach is customized to each client to be as elaborate or streamlined as needed. We will assure a complete, thorough, and dynamic inventory that can be readily updated and used for purposes well beyond this project. Final data will be provided in geodatabase or shapefile format. The inventory will contain information on the features and characteristics of each site. Data gathered will can be both qualitative and quantitative, so that Firestone staff will know not only what they have, but also how well it serves citizens. Inventory data will be analyzed and mapped to show recreational level of service in Firestone. This is particularly useful in defining walkability to parks and open space and identifying 'gap areas', parts of town that maybe under served. With HOA owned and maintained parks as an important reality in Firestone, along with Carbon Valley Park and Recreation District facilities, additional GIS data can be gathered and analyzed to reveal the effectiveness of these partnerships and highlight areas for improvement. C if;15sifdCG;Yf'IryYY Design Concepts will assist Town staff to develop a classification system for parks and open space areas based on size and use. serYr'Edrrdr�d'ltitiq We will assist the Town in selecting an appropriate set of communities to benchmark against and collect the data needed to complete this task. We will also refer to any available National Parks and Recreation resources, typically found in the annual Field Report, to inform development of standards in the Town of Firestone. i�lr�ecls ,�s5r:ssr��r�nf A variety of techniques are available for determining the needs, interests, and satisfaction levels of the citizens of Firestone. Workshops, focus groups, and stakeholder meetings are among the important and effective ones. Public meetings and presentations will be conducted as outlined in the RFP, We will facilitate a visioning session for Town staff and for Board members. We also recommend that the Town conduct a statistically -valid public input survey to accurately quantify and document needs. This provides evidence based, justifiable input and helps lend credibility to gain acceptance and support for the Master Plan. We believe a survey is a valuable tool to provide validity to any decision that could impact the community, By using this tool, staff and elected officials can feel confident about making decisions based on real, relevant data. C7r��r�rrr�atir�rrcai ,d.5srr�s�r��r-_nr, We will review the staff organizational structure and provide recommendations for improvement. An important step in the management of assets is to better understand the culture, environment and effectiveness of their organization, lti:rrlr'fei'` l�evetrarrrr�rrri We will review the current budget structure and explore future capital and operational budgets to meet the goals and objectives of the plan, Identification of potential alternative funding sources, including grants, foundations, gifts, sponsorships, fees, etc. will be part of the budget review. (;c�c�1��, f�"vlirirs � f�F7j�r.`fives The plan will make recommendations based on the findings of the inventory and needs assessment phases of the project. This will include a clear set of goals, policies, and standards that can be used to prioritize needs, determine phasing and funding strategies, and develop strategies for implementation. This will include setting local standards for parks, open space, trails, and recreation facilities. It will also include recommendations for maintenance and renovation of existing facilities. f.irrr oIcxrt The action plan will include a phasing plan, Capital Improvements Budget, and funding strategies for short-, and long-term improvements to the system.