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HomeMy WebLinkAboutChamonix Site DRAFT contract_122807 TOWN OF VAIL/STAN CLAUSON ASSOCIATES, INC. DESIGN SERVICES AGREEMENT THIS DESIGN SEVICES AGREEMENT (this “Agreement”) made is entered into on _______________, 2008, by and between the Town of Vail, a Colorado municipal corporation (the “Town"), and Stan Clauson Associates, Inc., (the “Consultant"). Collectively, the Town and the Consultant may be referred to as (the “Parties”). WITNESSETH: WHEREAS, the Town is the owner of certain real property located in the Town of Vail and described as Parcel A and Tract D, Vail Das Schone, Filing No. 1, and commonly known as the Chamonix site (the “Property”); WHEREAS, the Town wishes to hire the services of the Consultant to provide project management and coordination, land planning, site design, architectural design, engineering coordination and design, construction cost estimation and pro forma modeling services frot he Property as more specifically provided herein; WHEREAS, the Consultant wishes to provide said services pursuant to the terms set forth herein. NOW, THEREFORE, in consideration of the above premises and mutual covenants and agreements set forth herein, the Parties agree as follows: 1. Project Description The scope of work for this project includes the preparation of master plan and design development documents for the Property. The scope of work further includes, but is not limited to: A) analysis of pertinent background information, inclusive of previously adopted master plans for the Property; B) analysis of existing conditions both within and outside of the Property; C) analysis of opportunities and constraints pertinent to the design and development of the Property; D) completion of other “pre-design” or “scoping” services necessary to establish and refine project goals, objectives and parameters; E) design development of multiple (no less than three) site specific scenarios, inclusive of phasing and/or financing options, for the development of a fire station facility and employee housing on the Property; F) management of an on-going public process to present, review and refine project goals, objectives and parameters with stakeholder groups and the general public; G) management of an ongoing public involvement and review process to present and obtain feedback on preferred master plan solutions, inclusive of alternative site and architectural designs, development and financing scenarios and construction sequencing scenarios, with stakeholder groups and the general public; and H) completion of project documentation, inclusive of a final master plan document, as well as, preliminary or “schematic” plans (building program spreadsheet, building program descriptive sheets, conceptual floor plans, conceptual site plans and massing models) for a preferred fire station facility design, as well as, preliminary cost estimates and associated pro-forma for no less than three (3) employee housing development scenarios. The work includes the use of many disciplines and their associated products. The work is further defined in the Attachment “A” to this agreement. 2. Scope of Services As described above and as more specifically set forth in Attachment “A” to this Ageement which is made a part hereof and incorporated herein by reference. 3. Personnel The Consultant agrees that the principal personnel responsible for the performance of this project shall be Stan Clauson, Michelle Bonfils Thibeault, Gilbert Sanchez, and Anne Pagano. The Consultant project managers shall be Michelle Bonfils Thibeault, Gilbert Sanchez and Anne Pagano. The Consultant agrees that no substitute of these personnel shall be made without the prior written approval of the Town. The Consultant represents that its personnel engaged in this project are fully qualified and properly trained to perform the services related to this Agreement. None of the services provided for in this Agreement shall be subcontracted without the prior written approval of the Town. 4. Time of Performance The services set forth in the Scope of Services above shall commence on the date of this Agreement and be performed on an ongoing basis until project completion. Scope of work as defined shall be completed by 20 June 2008 and as further defined in Attachment “A”. The Parties further acknowledge and agree that time is of the essence as it relates the performance of the obligations set forth in this Agreement. 5. Compensation The Consultant's total fee shall not exceed ____ THOUSAND DOLLARS ($___,___.00). The Consultant shall be compensated pursuant to the attached performance schedule, Attachment “B”, which is incorporated herein by this reference. 6. Payment Payments shall be made by the Town based on invoices from the Consultant which are in accordance with Attachment “B”. At the end of each month during the term of this Agreement, the Consultant will submit an itemized invoice setting forth the time spent, services rendered and expenses incurred during the month. If there are no contested items in the Consultant's invoice, the Town will pay the Consultant the amounts due as indicated by the statements submitted by Consultant within thirty (30) days of receipt of the itemized statement. If the Town, in its sole discretion, disagrees with any charge in the Consultant's itemized invoice, the Town will give notice to the Consultant of the Town's disagreement and the parties will work together to resolve the disagreement. Any payment made by the Town shall not constitute a waiver of the right of the Town to require the fulfillment of all terms of this Agreement and the delivery of all services embraced in this Agreement complete and satisfactory to the Town in all details within the budget set forth in Attachment “B” of this Agreement. 7. Reports, Documents All documents, drawings, or plans, shall become the property of the Town and it is agreed that Consultant shall not retain any proprietary rights of said reports, documents, drawings, or plans. 8. Independent Contractor The Consultant is an independent contractor, and nothing contained in this Agreement shall constitute or designate the Consultant or any of the Consultant's employees as agents (except as expressly set forth in this Agreement) or employees of the Town. Further, it is agreed that: A. The Town of Vail does not require the Consultant to work exclusively for it; B. The Town of Vail can terminate the Contract if the Consultant violates the terms of the Contract or fails to produce a result that meets the specifications of the Contract; C. The Town of Vail does not provide training for the Consultant's employees or workers; D. The Town of Vail does not provide tools or benefits to complete the Contract although materials and equipment may be supplied; E. Payment for services rendered pursuant to this Contract will be made to the trade or business name of the provider of services rather than to the individual; and F. The Town of Vail does not in any way combine its business operations with those of the Consultant. THE CONSULTANT AS AN INDEPENDENT CONTRACTOR, IS NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS AND THE CONSULTANT IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED. 9. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Consultant warrants, represents, acknowledges, and agrees that: A. Consultant does not knowingly employ or contract with an illegal alien; B. Consultant shall not enter into a contract with a subcontractor that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien; C. Consultant has verified or attempted to verify through participation in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “Basic Pilot Program”) that Consultant does not employ any illegal aliens. If Consultant is not accepted into the Basic Pilot Program prior to entering into this Agreement, Consultant shall forthwith apply to participate in the Basic Pilot Program and shall submit to the Town written verification of such application within five (5) days of the date of this Agreement. Consultant shall continue to apply to participate in the Basic Pilot Program, and shall verify such application to the Town in writing, every three (3) months until Consultant is accepted or this Agreement is completed, whichever occurs first. This subparagraph 3 shall be null and void if the Basic Pilot Program is discontinued; D. Consultant shall not use the Basic Pilot Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed; E. If Consultant obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Consultant shall notify such subcontractor and the Town within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien, and shall terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to this subsection the subcontractor does not cease employing or contracting with the illegal alien, except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien; F. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in subsection 8-17.5-102 (5), C.R.S; and G. If Consultant violates any provision of this Agreement pertaining to the duties imposed by subsection 8-17.5-102, C.R.S. the Town may terminate this Agreement and Consultant shall be liable for actual and consequential damages to the Town arising out of said violation. 10. Insurance The Consultant shall obtain and maintain in force for the term of this Agreement the following insurance: A. Comprehensive general liability (including personal injury) in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per individual and not less than TWO MILLION DOLLARS ($2,000,000.00) aggregate. B. Worker's Compensation and employer liability in accordance with the Worker's Compensation Act of the State of Colorado for employees doing work in Colorado in accordance with this Agreement. C. Automobile liability (including owned, non-owned, and hired) in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per individual and not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence. D. Professional Liability/Errors and Omissions Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and in the aggregate. E. The above coverage’s shall be obtained from companies acceptable to the Town. Certificates of Insurance evidencing automobile liability coverage shall be furnished to the Town at the time of the signing of this Agreement. The general liability policy shall include the Town as an additional named insured by policy endorsement. 11. No Waiver No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided, nor shall the waiver of any default of the terms of this Agreement be deemed a waiver of any subsequent default. 12. Compliance with Law The Consultant will not perform any of the services provided specified in this Agreement contrary to any local, state, federal, or county law. 13. Indemnification and Release The Consultant agrees that it will indemnify, release, and save harmless the Town, its officers, directors, shareholders, members, partners, principals, agents, attorneys, employees, and subsidiaries, from any and all loss of, or damage to, property or injuries to, or death of, any person, and from any and all claims, costs, suits, and judgments including reasonable attorneys fees and expenses, of anyone, resulting from the Consultant's actions in performance of this agreement, or negligent acts or omissions of the Consultant, its officers, agents or employees. 14. Termination The performance of the work provided for in this Agreement may be terminated at any time in whole or, from time to time, in part by the Town for its convenience. Any such termination shall be effected by delivery to the Consultant of a written notice specifying the date upon which termination becomes effective. This Agreement may also be terminated by the Consultant in the event of a material default of any of the terms and conditions of this Agreement by the Town, provided the Consultant has first provided the Town with written notice of the default and the Town shall have failed to cure the specified default within seven (7) days of receipt of the notice. In the event of termination, the Consultant shall be paid on a pro-rata basis satisfactorily completed prior to the date of termination and for expenses prior to the date of termination. 15. Jurisdiction, Venue and Attorneys Fees The jurisdiction and venue of any suit or cause of action under this Agreement shall lie in Eagle County, Colorado. If it becomes necessary to bring any cause of action to enforce the terms of this Agreement, the prevailing party shall be awarded its legal costs including investigation and attorney fees. 16. Point of Contact Any points of contact for both parties and any notice provided for in this Agreement shall be deemed given if mailed to the respective parties at the addresses below: Town of Vail 75 South Frontage Road Vail, Colorado 81657 Attn: Scot Hunn ph. 970-477-3551 Stan Clauson Associates, Inc. 412 North Mill Street Aspen, CO 881611 Attn. Stan Clauson Ph 970-925-2323 17. Assignment This Agreement is for expert services of the Consultant that may not be assigned without the prior written consent of all parties to this Agreement. 18. Compliance with Law The Consultant will not perform any of the services provided specified in this Agreement contrary to any local, state, federal, or county law. 19. Severability Should any section of this Agreement be found to be invalid, all other sections shall remain in full force and effect as though severable from the part invalidated. 20. Discrimination The Consultant shall not discriminate against any employer or applicant for employment because of disability, race, color, age, sex, religion, or national origin. 21. Intention of the Parties This Agreement contains the entire intention of the parties and may only be changed by a written document signed by the parties. 20. Execution The parties have executed this Agreement on ______ , 2008. TOWN OF VAIL, a Colorado municipal corporation By:___________________________ Stan Zemler, Town Manager Attest: By: _________________________ Lorelei Donaldson, Town Clerk STAN CLAUSON ASSOCIATES, INC. a Colorado corporation By: Stan Clauson State of Colorado ) ) ss: County of Eagle ) Subscribed to and affirmed before me by Stan Clauson, in the county of Pitkin, state of Colorado, this _____ day of December, 2007. (Seal) _______________________________ Notary Public My commission expires ____________ 1 Please re-check legal description