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HomeMy WebLinkAbout 16-12 Approving a Contract Agreement between TOF and Roth SheppardA RESOLUTION APPROVING AN INDEPENDENT CONTRACTOR AGREEMENT WITH BOTH SHEPPARD ARCHITECTS, LLP FOR PROFESSIONAL CONSULTING SERVICES WHEREAS, the Town of Firestone desires to retain professional architecture services from a qualified consultant for programming, site selection, schematic design and related services for a proposed new Firestone police station; and WHEREAS, an independent contractor agreement has been proposed between the Town and Roth Sheppard Architects, LLP for professional consulting services foa such services for a proposed new Firestone police station; and WHEREAS, the Board of Trustees has determined that the proposed independent contractor agreement is in the best interests of the Town and its citizens and desires to enter into such agreement; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The proposed independent contractor agreement ("Agreement") between the Town of Firestone and Roth Sheppard Architects, LLP for Phase I and Phase II architectural consulting services for a proposed new Firestone police station, is hereby approved in essentially the same form as the copy of such agreement accompanying this resolution. Section 2. The Mayor is hereby authorized to execute the Agreement, except that the Mayor is hereby further granted the authority to negotiate and approve such revisions to said agreement as the Mayor or Town staff determines are necessary or desirable for the protection of the Town, so long as the essential terms and conditions of the Agreement are not altered. INTRODUCED, READ AND ADOPTED this t,c day of c � , 2016. Row®N� i\s TOWN OF FIRESTONE, COLORADO Sorensen, INDEPENDENT CONTRACTOR AGREEMENT BY AND BETWEEN THE TOWN OF FIRESTONE & ROTH SHEPPARD ARCHITECTS, LLP FOR PROFESSIONAL CONSULTING SERVICES 1.0 PARTIES The parties to this Agreement are the Town of Firestone, a Colorado municipal corporation, hereinafter referred to as the "Town," and ROTH SHEPPARD ARCHITECTS, LLP, a Colorado Limited Liability Partnership, hereinafter referred to as the "Contractor." 2.0 RECITALS AND PURPOSE 2.1 The Town desires to engage the Contractor for the purpose of providing professional consulting services for programming, site selection schematic design and related services, which are the Phase I and Phase II architectural consulting services for a new Firestone Police Station, which Phase I and Phase II services are as further set forth in the Contractor's Scope of Services (which services are hereinafter referred to as the "Services"). 2.2 The Contractor represents that it has the special expertise, qualifications and background necessary to complete the Services. 3.0 SCOPE OF SERVICES The Contractor agrees to provide the Town with the specific Services and to perform the specific tasks, duties and responsibilities set forth in Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The Contractor shall furnish all tools, labor and supplies in such quantities and of the proper quality as are necessary to professionally and timely perform the Services. The Contractor acknowledges that this Agreement does not grant any exclusive privilege or right to supply Services to the Town, or a contract for any services other than the Phase I and Phase II Services set forth in Exhibit A. In its sole discretion, the Town may contract with other contractors to provide the same or similar services during the term of this Agreement. The Services under this Agreement are limited to the Phase I and Phase II services, services for any further work or Phase shall require a future, separate written agreement. 4.0 COMPENSATION 4.1 The Town shall pay the Contractor for Services requested and rendered under this Agreement the fees set forth in Exhibit A, which amounts constitute not- to -exceed amounts for each Phase and tasks within such Phases. If any Additional Services are authorized as provided below, such services shall be compensated at hourly or per unit rates, or a per -task basis, with such hourly rates or unit costs not exceed the amounts as set forth in Exhibit A. The Town shall pay mileage and other reimbursable expenses (such as meals, parking, travel expenses, printing, reproductions, delivery services, etc.) which are deemed necessary for performance of the Services and which are pre -approved by the Town Manager. Reimbursable expenses shall be 1 charged at the rates set forth in Exhibit A. The foregoing amounts of compensation shall be inclusive of all costs of whatsoever nature associated with the Contractor's efforts, including but not limited to salaries, benefits, overhead, administration, profits, expenses, and outside consultant fees. The Scope of Services and payment therefor shall only be changed by a properly authorized amendment to this Agreement, and no Additional Services shall be charged to the Town unless such Services are approved by a properly authorized amendment to this Agreement. No Town employee has the authority to bind the Town with regard to any payment for any services which exceeds the amount payable under the terms of this Agreement. 5.0 PROJECT REPRESENTATION 5.1 The Town designates ChiefDavid Montgomery, Police Chief, as the responsible Town staff to provide direction to the Contractor during the conduct of the Services. The Contractor shall comply with the directions given by Chief Montgomery and such person's designees. 5.2 The Contractor designates Jeff Sheppard, founding partner &principal, as its project manager and as the principal in charge who shall be providing the Services under this Agreement. The Services shall not be provided by persons other than Jeff Sheppard and Contractor's personnel under such person's direct supervision. The Contractor's services under this Agreement shall commence upon execution of this Agreement by the Town and shall progress so that the Services are completed in a timely fashion consistent with the Town's requirements and the timing of its needs specifically related to architectural services and facility planning as set forth in Exhibit A, unless the Agreement is sooner terminated pursuant to Section 13, below. Unless sooner terminated pursuant to Section 13, below, all Services under this Agreement shall be completed by August 31, 2016. 7.0 INSURANCE 7.1 The Contractor agrees to procure and maintain, at its own cost, the policies of insurance set forth in Subsections 7.1.1 through 7.1.4. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. The coverages required below shall be procured and maintained with forms and insurers acceptable to the Town. All coverages shall be continuously maintained from the date of commencement of Services hereunder. The required coverages are: 7.1.1 Workers' Compensation insurance as required by the Labor Code ofthe State ofColorado and Employers Liability Insurance. Evidence of qualified self -insured status may be substituted. 2 7.1.2 General Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall include the Town of Firestone, its officers and its employees, as additional insureds, with primary coverage as respects the Town of Firestone, its officers and its employees, and shall contain a severability of interests provision. 7.1.3 Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than THREE HUNDRED AND FIFTY THOUSAND DOLLARS ($350,000) per person in any one occurrence and ONE MILLION DOLLARS ($1,000,000) for two or more persons 'many one occurrence, and auto property damage insurance of at least FIFTY THOUSAND DOLLARS ($50,000) per occurrence, with respect to each of Contractor's owned, hired or non -owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision. If the Contractor has no owned automobiles, the requirements of this paragraph shall be met by each employee of the Contractor providing services to the Town of Firestone under this contract. 7.1.4 Professional Liability coverage with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. 7.2 The Contractor's general liability insurance, automobile liability and physical damage insurance shall be endorsed to include the Town, and its elected and appointed officers and employees, as additional insureds, unless the Town in its sole discretion waives such requirement. Every policy required above shall be primary insurance, and any insurance carried by the Town, its officers, or its employees, shall be excess and not contributory insurance to that provided by the Contractor. Such policies shall contain a severability of interests provision. The Contractor shall be solely responsible for any deductible losses under each of the policies required above. 7.3 Certificates of insurance shall be provided by the Contractor as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the Town. No required coverage shall be cancelled, terminated or materially changed until at least 30 days prior written notice has been given to the Town. The Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 7.4 Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which the Town may immediately terminate the contract, or at its discretion 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 the Town shall be repaid by Contractor to the Town upon demand, or the Town may offset the cost of the premiums against any monies due to Contractor from the Town. 3 7.5 The parties understand and agree that the Town is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000 per person and $990,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, § 2440401 et seq., 10 C.R.S., as from time to time amended, or otherwise available to the Town, its officers, or its employees. 8.0 INDEMNIFICATION To the fullest extent permitted by law, the Contractor agrees to indemnify and hold harmless the Town, and its elected and appointed officers and its employees, from and against all liability, claims, and demands, on account of any injury, loss, or damage, which arise out of or are connected with the services hereunder, if such injury, loss, or damage is caused by the negligent act, omission, or other fault of the Contractor or any subcontractor of the Contractor, or any officer, employee, or agent of the Contractor or any subcontractor, or any other person for whom Contractor is responsible. The Contractor shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, and demands. The Contractor shall further bear all other costs and expenses incurred by the Town or Contractor and related to any such liability, claims and demands, including but not limited to court costs, expert witness fees and attorneys' fees if the court determines that these incurred costs and expenses are related to such negligent acts, errors, and omissions or other fault of the Contractor. The Town shall be entitled to its costs and attorneys' fees incurred in any action to enforce the provisions of this Section 8.0. The Contractor's indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by the act, omission, or other fault of the Town. The Contractor further agrees it shall hold and save harmless the Town from any and all claims for infringement, by reason of the use of any patented design, device, material, process, any trademark, or copyright and shall indemnify the Town for any costs, attorney's fees, expenses and damages which it might be obligated to pay by reason of infringement, at any time during the prosecution or after completion of the project, arising in any manner in relation to Contractor's Services. 9.0 QUALITY OF WORK Contractor's professional services shall be in accordance with the prevailing standard of practice normally exercised in the performance of services of a similar nature in the Denver metropolitan area. 10.0 INDEPENDENT CONTRACTOR The parties agree that the Contractor is an independent contractor and not an employee ofthe Town and any persons employed by Contractor for the performance of work hereunder shall be independent contractors and not agents of the Town. Contractor shall have the right to contract and represents that it does contract for similar services with others. Any provisions in this Agreement that may appear to give the Town the right to direct Contractor as to details of doing work or to exercise a measure of control over the work mean that Contractor shall follow the direction of the Town as to end results of the work only. This Contract shall not, in any way, be construed to create a partnership 0 or any other kind of joint undertaking or venture between the parties hereto. The Town will not pay a salary or hourly rate, instead of a fixed or contract rate. The Town will not withhold Social Security, Medicare, State or Federal taxes. Earnings in excess of $600.00 per year will be recorded on IRS Form 1099-MISC and reported to the IRS. AS AN INDEPENDENT CONTRACTOR, CONTRACTOR IS NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS EXCEPT AS MAY BE PROVIDED BY THE INDEPENDENT CONTRACTOR NOR TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY THE INDEPENDENT CONTRACTOR OR SOME OTHER ENTITY. THE CONTRACTOR IS OBLIGATED TO PAY ALL FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED OR PAID PURSUANT TO THIS CONTRACT. 11.0 ASSIGNMENT Contractor shall not assign or delegate this Agreement or any portion thereof, or any monies due to or become due hereunder without the Town's prior written consent. 12.0 DEFAULT Each and every term and condition hereof shall be deemed to be a material element ofthis Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 13.0 TERMINATION AND SUSPENSION OF WORK 13.1 This Agreement may be terminated by either party for material breach or default of this Agreement by the other party not caused by any action or omission of the other party by giving the other party written notice at least thirty (30) days in advance of the termination date. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 13.2 In addition to the foregoing, this Agreement may be terminated by the Town for its convenience and without cause of any nature by giving written notice at least fifteen (15) days in advance of the termination date. In the event of such termination, the Contractor will be paid for the reasonable value ofthe services rendered to the date of termination, not to exceed a pro -rated daily rate, for the services rendered to the date of termination, and upon such payment, all obligations of the Town to the Contractor under this Agreement will cease. Termination pursuant to this Subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 5 13.3 Without terminating this Agreement or breaching its obligations hereunder, the Town may, at its pleasure, suspend the Services of the Contractor hereunder. Such suspension may be accomplished by giving the Contractor written notice one day in advance of the suspension date. Upon receipt of such notice, the Contractor shall cease its work in as efficient a manner as possible so as to keep his total charges to the Town for services under the Agreement to the minimum. 14.0 INSPECTION AND AUDIT The Town and its duly authorized representatives shall have access to any books, documents, papers, and records of the Contractor that are related to this Agreement for the purpose of malting audits, examinations, excerpts, and transcriptions. 15.0 DOCUMENTS All drawing, computer input and output, analyses, plans, documents, photographic images, tests, maps, surveys, electronic files and written material of any hind generated in the performance of this Agreement or developed for the Town in performance of the Services are and shall remain the sole and exclusive property of the Town. All such materials shall be promptly provided to the Town upon request therefor and at the time of termination of this Agreement, without further charge or expense to the Town. Contractor shall not provide copies of any such material to any other party without the prior written consent of the Town. 16.0 ENFORCEMENT Colorado law shall apply to the construction and enforcement of this Agreement. The parties agree to the jurisdiction and venue of the courts of Weld County in connection with any dispute arising out of or in any matter connected with this Agreement. 17.0 COMPLIANCE WITH LAWS; WORK BY ILLEGAL ALIENS PROHIBITED 17.1. Contractor shall be solely responsible for compliance with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of the Town; for payment of all applicable taxes; and obtaining and keeping in force all applicable permits and approvals. 17.2 Exhibit B, the "Town of Firestone Public Services Contract Addendum -Prohibition Against Employing Illegal Aliens", is attached hereto and incorporated herein by reference. There is also attached hereto a copy of Contractor's Pre -Contract Certification which Contractor has executed and delivered to the Town prior to Contractor's execution of this Agreement. 18.0 INTEGRATION AND AMENDMENT This Agreement represents the entire Agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement maybe amended only by an instrument in writing signed by the parties. C� 19.0 NOTICES All notices required or permitted under this Agreement shall be in writing and shall be given by an delivery, by United States first class mail, postage prepaid, registered or certified, return receipt requested, by national overnight carrier, or by facsimile transmission, addressed to the partyfor whom it is intended at the following address: If to the Town: Town of Firestone Writ Chief Montgomery 151 Grant Ave. Firestone, Colorado 80520 Telephone: (303) 833-0811 E-mail: dmontgomery@firestoneco.gov If to the Contractor: ROTH SHEPPARD ARCHITECTS, LLP Attn: Jeff Sheppard, AIA 1900 Wazee Street, Suite 100 Denver, CO 80202 Telephone: 303-534-7007 E-Mail: jhheppard@rothsheppard.com Any such notice or other communication shall be effective when received as indicated on the delivery receipt, if by hand delivery or overnight carrier; on the United States mail return receipt, if by United States mail; or on facsimile transmission receipt. Either party may by similar notice given, change the address to which future notices or other communications shall be sent. In witness whereof, the parties have executed this Agreement to be effective as of the day and year of signed by the Town. TOWN OF FIRESTONE A Colorado Municipal Corporation By: Paul Sorensen, Mayor Attest: Larissa Medina, Town Clerk Date: CONTRACTOR: BOTH SHEPPARD ARCHITECTS, LLP a Limited Liability Partnership By: Title: Date: Exhibit A SCOPE OF SERVICES AND FEES FOR PROGRAMMING, SITE SELECTION, SCHEMATIC DESIGN FIRESTONE POLICE STATION - PHASE I AND II ARCHITECTURAL CONSULTING SERVICES PHASE I Programming - $11,500 Prior to initiating the design we will work with you and your department representatives to confirm the space needs, operational needs, growth projections and adjacencies. Products include: Written progt•am document with individual space needs and growth projections In person meetings to gather information and review space needs Adjacency diagram and hierarchal matrix Operational description Schedule We estimate 2 weeks to complete the Programming services noted above. Programming and site selection can overlap with site selection/ evaluation services commencing 1 week after program start up. Site Selection/ Evaluation - $16,000 Architectural - $12,500 Civil =$ 3,500 Based on prior discussions it is our understanding that you have 2 potential sites. Each site will be evaluated based on critet•ia specific to a Police department's needs. We have a check list matt•ix and methodology that we utilize to insure you of an objective versus subjective analysis of each site. This combined with a series of 'test fits' will give you the information you need to select the appropriate site for build out. Civil to include written description of general grading and drainage issues that may adversely impact cost. Products include: Site visit to tour and document existing conditions One meeting to gather site documentation Site analysis diagrams and drawings Site comparison Matrix Objective recommendations and challenges for each site Civil narrative relative to off site utilities, grading, drainage, and retention/detention needs Written document compiling information and findings Schedule We estimate 2 - 3 weeks to complete the Site Selection services noted above. Programming and site selection can overlap with site selection services commencing 1 week after program start up. PHASE II Schematic Design - $56,500 Architectural - $ 33,750 Consultants - $ 22,750 Includes structural, mechanical, electrical and civil narratives to describe systems appropriate to the level necessary for a schematic level cost estimate. (assumes an interior layout similar to Windsor). Includes preliminary landscape pIan based on town standards. 0 General police design standards incorporated into the design include criteria established by the IACP, (International Association of the Chiefs of Police) and the IBC (International Building Code). Products and deliverables include: Site plan/ landscape plan Floor plan(s) Elevations Exterior renderings Preliminary Building Code Review Description of general sustainable and LEED strategies Building systems identification, narratives provided by consultants Cost mark up plans Preliminary grading and utility plan Cost estimate - $4,000.00 Completed by an independent cost estimator, the schematic level cost estimate typically includes a contingency of 20% of the construction cost to insure you that the final cost will be within the parameters of the schematic design estimate. Take offs are generally done on an overall cost/ sf basis versus individual component basis due to the limited amount of detail shown on schematic level documents. Schedule We estimate 4 - 6 weeks to complete the Phase II Schematic Design Services noted above. We will commence with schematic design services after programming and site selection services have been completed and approved. TOTAL FEES AND SCHEDULE FOR PHASE I and PHASE II SERVICES PHASE I - $27,500 (3 - 4 weeks) PHASE II - $56,500 (4 - 6 weeks) TOTAL $84,000 (7 - 10 weeks) Reimbursable expenses $1500 (estimated) Additional Services The below services are excluded from the Scope of Work. Should you request inclusion of any of the below services, they will be billed hourly on an as -needed basis, and only with your prior written approval of an amendment to the Agreement. A. Master planning services beyond the scope of the Police Station site analysis services listed above. B. Neighborhood group, special interest group, or other design review submittals and/or presentations. C. Value Engineering revisions, modifications or communications beyond those noted above. D. Presentation quality models or renderings. Renderings with color are included. E. Revision to the scope or design after receiving prior approvals F. Irrigation design G. Detailed Furniture, Fixtures & Equipment design H. LEED or other sustainable design metric certifications. LEED matrix will be used to determine general sustainability goals throughout the design process with an initial understanding that LEED certification point total is the goal. Should the town want to pursue official LEED Certification fees associated with LEED certification will be determined at that time. Typically, LEED certification fees total $40,000 - $60,000 depending on the level of LEED certification desired. I. Design and Documentation services for work outside the project scope, including but not limited to off - site drainage and hazardous materials testing J. Hazardous materials surveys and abatement, or other remedial environmental clean-up or testing K. Life cycle cost analysis L. Master planning for buildings other than the police station noted herein M. City or agency review fees N. Geotechnical investigations / engineering 0. Fire Sprinkler design Retainer Not required. Billing Invoices are mailed monthly based on a % complete basis through the 27th of the month. Payment is due upon receipt of invoice. All payments not received within 30 days of invoice date will be assessed a 1.5% per month late charge, a penalty fee of $250.00/month, and any and all in- house and legal costs associated with collections. Standard hourly billing rates are as follows: Partner -In -Charge $200.00 Project Architect $150800 Project Manager $100600 Project Designer $85.00 Draftsperson/Technician $75.00 Clerical/Administration $50.00 ReimbursaUle Expenses Reimbursable Expenses are estimated in the Architectural Fees category above. They are calculated per the cost factors indicated below. In -House Xerox Copies In -House Color Prints In -House Color Plots (larger than 11x17) Outsourced Printing per Square Foot Outsourced Per Sheet at 30 x 42 Edge Binding Local Courier Services Deliveries (FedEx, DHL, UPS) Local Mileage (Per IRS current guidelines) Travel (airfare, hotel, car rental or cab) Exhibit B $0.15 $1.50 $7.00 $0.06 $0.54 $0.28 At Actual Cost At Actual Cost $0.575 per mile At Actual Cost Town of Firestone Public Services Contract Addendum 11 Prohibition Against Employing Illegal Aliens Prohibition Against Employing Illegal Aliens. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor shall not 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 this contract. Contractor will participate in either the E-verify program or the Department program, as defined in C.R.S. § § 8-17.5-101(3.3) and 8-17.5-101(3.7), respectively, in order to confirm the employment eligibility of all employees who are newly hued for employment to perform work under the public contract for services. Contractor is prohibited from using the E-verify program or the Department program procedures to undertake pre -employment screening of job applicants while this contract is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under this contract for services knowingly employs or contracts with an illegal alien, Contractor shall: a. Notify the subcontractor and the Town within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this paragraph 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. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. § 8-17.5402(5). If Contractor violates a provision of this Contract required pursuant to C.R.S. § 8-17.5-102, Town may terminate the contract for breach of contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the Town. 12 Pre- Contract Certification in Compliance with C.R.S. Section 8-17.5-102(1) From: Roth Sheppard Architects LLP Re: Town of Firestone Police Station Project To: Town of Firestone As a prospective independent contractor for the above -identified project, we do hereby certify that, as of the date of this certification, the undersigned does not knowingly employ or contract with an illegal alien; and that the undersigned will participate in the ENerify employment verification program administered jointly by the United States Department of Homeland Security and the Social Security Administration or the employment verification program of the Colorado Department of Labor and Employment Program, as defined in C.R.S. § § 8-17.5401(3.3) and 847.5401(3.7), respectively, in order to confirm the employment eligibility of any employees hired since the date of this contract to perform work under this contract. Executed this ROTH SHEPPARD ARCHITECTS, LLP a Limited Liability Partnership By: _ Title: Date: STATE OF COLORADO ss. COUNTY OF 2016. ACKNOWLEDGMENT The foregoing Certification was acknowledged before me this day of , 2016, by [Name] for [Company Name] Witness my hand and official seal. My commission expires: (SEAL) 13 Notary Public