HomeMy WebLinkAbout433338 RUSSELL & MILLS STUDIO - CONTRACT - RFP - P1092 MASTER PLAN FOR DOWNTOWN ALLEYS AND INTEGRATED WALKWAYS (2)/0/0204 5-39010
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PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter the
"Agreement") made and entered into this_ day of March, 2009, by and between
THE FORT COLLINS DOWTOWN DEVF,LOPMENT AUTHORITY, a body corporate
and politic, (hereinafter the "DDA") and RUSSELL+MILLS STUDIOS, a Colorado
corporation (hereinafter "Professional').
WITNESSETH:
WHERE, AS, pursuant to C.R.S. 31-25-807 the DDA is empowered to make and
enter into all contracts which are necessary or incidental to the exercise of its powers and
performance of its duties;
WHEREAS, on January 10, 2008, the DDA Board of Directors (the `Board")
authorized a contract with Professional to create a Master Plan for Downtown Alleys and
Integrated Walkways (the "Master Plan");
WHEREAS, the purpose of the Master Plan was to consider improvements to
certain alleyways located in or adjacent to the DDA's boundaries which would address
issues of deterioration, safety, parking, incompatibility" of modes of travel and trash
collection practices, leading not only to a more visually pleasing appearance in the
alleyways, but also to a "shared street" concept whereby the alleyways .would be more
conducive to vehicle, pedestrian and bicycle traffic, and provide greater connectivity
between Fort Collins Downtown, the Colorado State University campus and the Fort
Collins River District;
WHEREAS, the Board, on September 11, 2008, authorized the expenditure of up
to Four Million Dollars ($4,000,000) for the design and construction of improvements in
2009 to certain alleyways identified in the Master Plan;
WHEREAS, the Board, on December 11, 2008, selected for improvement in
2009 three of the alleyways identified in the Master Plan: East Mountain Avenue to East
Oak Street, between College Avenue and Remington Street; West Laurel Street to West
Myrtle Street, between College Avenue and Mason Street; and Linden Street to Pine
Street, between Walnut Street and Jefferson Street; and authorized a contract with
Professional to begin the design phase and provide construction oversight for the
improvements to these alleyways;
WHEREAS, the Board, on February 12, 2009, authorized the expenditure of up
to Four Hundred Eight Thousand and Eighty-five Dollars ($408,085) for the provision of
professional services by Professional for the design and construction oversight of
Russell+Mills Personal services Agreament.03.15.09YInal
19 Old Town Square, Suite 230
Fort Collins, CO 80524
With a copy to: Liley, Rogers & Martell, LLC
ATTN: Lucia A. Liley, Esq.
300 S. Howes Street
Fort Collins, CO 80521
Notice of a change of address of a party shall be given in the same manner as all
other notices as hercinabove provided.
24. Governing Law, Severability. The laws of the State of Colorado shall
govern the construction, interpretation, execution and enforcement of this Agreement. In
the event that any provision of this Agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision of this Agreement.
25, Subiect to Annual Appro riau tion. Any financial obligations of the DDA
arising under this Agreement that are payable after the current fiscal year are contingent
upon funds for that purpose being annually appropriated, budgeted and otherwise made
available by the City Council of the City of Fort Collins, in its sole discretion, and/or the
Board, in its sole discretion, as applicable.
26. Successor Entity to the DDA. In the event that the legal existence of the
DDA terminates during the term of this Agreement, it is expressly acknowledged by the
parties hereto that the City of Fort Collins, Colorado (hereinafter the "City") is designated
the DDA's successor entity, and all rights and obligations of the DDA set forth herein
shall thereupon become the rights and obligations of the City.
27. Attorney Fees. In the event of any litigation arising out of or related to this
Agreement, the court shall award to the substantially prevailing party all reasonable costs
and expenses, including attorney and other legal fees.
28. Sole Source Contract. To the extent this Agreement may be construed to
be a `sole source contract' within the meaning of sections 15 through 17 of Article
XXVIII of the Colorado Constitution, and to the extent these constitutional provisions
have not been enjoined or invalidated by a court of competent jurisdiction, the
requirements and limitations of these constitutional provisions are hereby incorporated
into this Agreement.
29. Limitation on Waiver of Breach. The failure of either party hereto to
insist, in any one instance or more, upon the performance of any of the duties, obligation,
covenants or conditions of this Agreement, or to exercise any right or privilege herein
conferred, shall not be construed as thereafter waiving any such duties, obligations,
Russell+Mills Personal Services Agreennent.03.15.09.171nal
10
covenants, conditions, rights or privileges, but the same shall continue and remain in fall
force and effect.
30. Acceptance Not Waiver. The DDA's approval of drawings, designs,
plans, specifications, reports, and incidental work or materials furnished hereunder shall
not in any way relieve the Professional of responsibility for the quality or technical
accuracy of the work. The DDA's approval or acceptance of, or payment for, any of the
services shall not be construed to operate as a waiver of any rights or benefits provided to
the DDA under this Agreement.
31. Headings. Headings contained herein are for organizational purposes only
and shall not affect the interpretation of this Agreement.
32. Prohibition Against Employing Illegal Aliens. Pursuant to Section 847.5-
101, Colorado Revised Statutes (`C.R.S") et seq., Professional represents and agrees that:
A. As of the date of this Agreement:
1. Professional does not knowingly employ or contract with an
illegal alien who will perform work under this Agreement; and
2. Professional will participate in either the e-Verify program
created in Public Law 208, I04th Congress, as amended, and
expanded in Public Law 156, 108th Congress, as amended,
administered by the United States Department of Homeland
Security (the "e-Verify Program") or the Department Program,
an employment verification program established pursuant to
Section 8-17.5-102(5)(c) C.R.S. and administered by the
Colorado Department of Labor and Employment, Division of
Labor, in order to confirm the employment eligibility of all
newly hired employees to perform work under this Agreement.
B. Professional shall not knowingly employ or contract with an illegal
alien to perform work under this Agreement or knowingly enter into a
contract with a Sub -consultant who knowingly employs or contracts
with an illegal alien to perform work under this Agreement.
C. Professional is prohibited from using the e-Verify Program or
Department Program procedures to undertake pre -employment
screening of job applicants while this Agreement is being performed.
D. If Professional obtains actual knowledge that a Sub -consultant
performing work under this Agreement knowingly employs or contracts
with an illegal alien, Professional shall:
2. Notify such Sub -consultant and the DDA within three days that
Russeil+Mills Personal Services A9reement.03.95.09.Final
11
Professional has actual knowledge that the Sub -consultant is
employing or contracting with an illegal alien; and
2. Terminate the subcontract with the Sub -consultant if within three
days of receiving the notice required pursuant to this section the
Sub -consultant does not cease employing or contracting with the
illegal alien; except that Professional shall not terminate the
contract with the Sub -consultant if during such three days the \
Sub -consultant provides information to establish that the Sub -
consultant has not knowingly employed or contracted with an
illegal alien.
E. Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (hereinafter 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.
F. If Professional violates any provision of this Agreement pertaining to
the duties imposed by Subsection 8-17.5-102, C.R.S., the DDA shall
have the right to terminate this Agreement. If this Agreement is so
terminated, Professional shall be liable for actual and consequential
damages to the DDA arising out of Professional's violation of
subsection 8-17.5-102, C.R.S.
G. The DDA will notify the Office ofthe Secretary of State if Professional
violates this provision of this Agreement and the DDA terminates the
Agreement for such breach.
IN WITNESS WHEREOF, the parties have executed this Agreement the
day and year first above written.
THE FORT COLLINS DOWNTOWN
DEVELOPMENT AUTHORITY, a body corporate
and politic,
By. c''��66''``JJ
J
�h �Spev�cerIV�c�C-4n�rcns3ar
Russell+Mills Personal Services Agreement.03.15.09.Final
12
Russell+Mills Personal Services Agreement.OV5.09,Final
13
EXHIBIT A
SCOPE OF SERVICES - RUSSELL+MILLS
L DESIGN TEAM
We have assembled an experienced design team that is familiar to Fort Collins and the unique challenges this
project faces. The design team is as follows:
• Lead Consultant/Urban Designer/Landscape Architect: Russell + Mills Studios
• Architect.& Historical Consultant: Aller-Lingle-Massey Architects
• Surveyor & Engineer: Northern Engineering
• Irrigation Consultant: Hines Irrigation
• Lighting & Electrical: Clanton and Associates
• Geoteclmical: CTL Thompson
• Traffic: Eric Bracke
II. AIXEYS COVERED BY SCOPE OF SERVICES
1. East Mountain Avenue to East Oak Street, between College Avenue and Remington Street.
2. West Laurel Street to West Myrtle Street, between College Avenue and Mason Street.
3. Linden Street to Pine Street, between Walnut Street and Jefferson Street.
III. MASTER PLAN
All work performed pursuant to this Agreement shall be consistent with the Fort Collins Downtown
Alleys Master Plan, dated September 3, 2008, which is incorporated herein by this reference, and the Fort
Collins Downtown Alleys Master Plan Report, dated December 1, 2008, which is incorporated herein by this
reference.
IV. SCOPE OF SERVICES
This project is broken into five phases:
1. Schematic Design
2. Design Development
3. Construction Documents
4. Construction Bidding
5. Construction Administration
1. SCHEMACTIC DESIGN
A. Schematic Design Services
DDA.R+M.PSA.ExMbit A.Scope of Services.Final.03.15.09
The services to be performed for the Schematic Design phase are as follows and will be of the same
scope for each alley:
1. Project Kickoff and Data Collection
We will start the project by meeting with the DDA to cover the project schedule, key dates such
as workshops, and deliverables for the project. Following tlris meeting we will meet with the
design team to cover related items and also 'start collecting necessary data as it pertains to each
alley.
2. Workshop One
We will conduct a focused design workshop for each alley with business owners, DDA, residents
and building owners to further identify in detail design opportunities and constraints, discuss
design ideas, materials, theming and proposed design outcome. The Master Plan for Downtown
Alleys concepts will be the basis of the workshop with the goal to advance these designs through
this workshop.
3. Draft Schematic Design
Following the first workshop the design team will develop the schematic designs for each
alley in draft formiat. The draft schematic design will hrclude the following:
• Colored site plan depicting proposed pavement treatment design, proposed furnishing
locations and types, and suggested planting at 1"=20' scale.
• Colored sketches depicting the design direction
• Site materials board
• Grading and drainage plan
• Water demand analysis for irrigation and schematic irrigation
• Schematic lighting plans and materials
• Russell + Mills Studios will work with a pre -selected artist to develop draft art
concepts
• Signage design and coordination with wayfrnding signage master plan
4. Final Workshop
The design team will present the draft schematic design material to the stakeholders during the
final workshop for feedback and further input. The goal of this workshop is to gahr final buy off
from the stakeholders and the DDA on the design for the alley. Once this is obtained the design
team can finalize the schematic designs and progress to design development,
5. Final Schematic Design
After the final workshop with the stakeholders, the design team will make any necessary design
alterations and produce final schematic designs for each item listed. The final schematic design
will be presented in an I lx17 schematic design booklet.
DDARI MTSA.Fxhibit A.Scope of Services.Final.03.15.09
6. Concurrent Work
During the Schematic Design phase consultants on the design team will be conducting studies
that will be necessary for design development and construction documents. The following work
will commence immediately once we receive our signed agreement and develop concurrent to
our Schematic Design scope listed above:
• Site Survey - the detailed site survey will be done for each alley showing topography,
utilities, surface conditions.
• Traffic Study - The proposed one way alley access will be studied by our traffic
consultant with the result being a traffic report on each alley.
• Geo-technical Report - A geo-technical study will be conducted in each alley that will
determine necessary pavement details and thicknesses in order to create shared
environments.
• Historic Structure Assessment - The structure located adjacent to the Linden St. to Pine
St. alley will be studied by Aller-Lingle-Massey Architects for any historic integrity and
relevance to the Historic District.
B. Schematic Design Meetings
• Kickoff meeting
• Coordination Meeting prior to Workshop 1
• Post workshop review meeting
• Progress meeting prior to workshop 2
• Post final workshop review meeting
• Final schematic design review meeting
C. Schematic Design Deliverables for each alley)
• Draft schematic design plans, sections/elevations and illustrations for each item listed above,
hard copies and pdf copies for DDA website.
• Final Schematic Design Booklet with listed items hardeopy, bound, plus pdf version.
• Traffic Study Report
• Geotechnieal Report
• Site Survey
• Schematic Design Cost Estimate
DDXR+M.PSA.FxMbit A.Scope of Services.Final.03.I5.09
2. DESIGN DEVELOPMENT
A. Design Development Services
Following approval of the Schematic Design phase the design team will progress to the Design
Development phase. Using the current budget allocation for construction for the alley right-of-way,
we'll prepare a design development package based on our approved schematic design package. These
documents will advance the design effort from the previous phase and be drawn using CAD formats and
begin to create the framework for the construction documents. The design development drawings will
include plans that communicate proposed site layout and pavement design and suggested furishes,
furnishing locations and types, grading and drainage, lighting, utilities, irrigation, and planting. We will
also create rough details and produce outline specifications.
Once the Design Development package is at .50% complete, it will be submitted to the City for review
and to start the approval process.
Russell+Mills Studios will prepare the following for the Design Development phase and coordinate the
additional work by our consulting team into one Design Development Package:
• Package cover sheet
• Site Survey/Existing Conditions
• Demolition Plan
• Site Layout Plan and enlargements with paving layout and furnishings locations
• Utility Plans (by sub -consultant)
• Drainage Plan (by sub -consultant)
• Alley Plan and Profile (vehicular by sub -consultant)
• Grading Plan
• Planting Plan and details
• Irrigation Plans and details (by sub -consultant)
• Lighting Plan and details (by sub -consultant
• Construction details and cut sheets (by team)
• Outline Specifications
• Cost estimate
B. Design Development Meetings
• Progress meetings bi-monthly
• 50% Design Development review meeting
• Updatc meeting with alley stakeholders
DDA.Ri-M.PSA.Exlubit A.Scope of Services.Final.03.15.09 4
February 2009 March 2009
S M T W T F S S M T W T F S
1 2 3 4 5 6 I 1 2 3 4 5 6 7
8 9 10 11 12 �13 �14 8 9 10 11 12 13 14
15 16 17 i6 qJ I2 ir Approval Process Meetings (allow 5) 15 16 17 18 19 20 21
22 23 24 25 26 27f 22 23 24 25 26 2] 28
• 1(�b/o Design DevelopmentFte� i�ay'e�n�ilal y 20, 2009 s 30 3,
_._
C. Design Development Deliverables
• 50% Design Development Package for review
• .50%Design DevelopmenLPackage%rcity_approval
• 100% Design Development Package
9 :._...Outline_Specifieations ---- .._
• Cost Estimate
*All packages will be submitted as l lxl7 sets and as a PDF unless full size prints are
10 _,required/requested.
CO STRUCTION DOCUMENTS
A. Construction Documents Services
Following approval of our design development drawings we will commence the Construction
Documents phase of the project. These drawings will be for the items described and listed iri the Design
Development phase. The construction documents will all consist of the following sheet-sor bidding and
construction for each specific alley right-of-way where construction will occur:
12 - -- — - -- -- -
Existing Site Conditions
--_-- • ^Erosion conTr_o1_p1an
- - -..
Demolition Plan
1 • Layout Plan - ---
Grading Plan
- -- - --- -
•-TTfilitiesPlan= star�m wafer --
• Utilities - Lighting and Electrical
2 (2:35 PrYlV1WPMJW159 North College Corridor Improvements Phase II
Irrigation Plans
Enlargement Plans
• Construction Details
3 • Specifications
Cost estimate
n addition to the construction bid set we will provide a Drainage Report and Storm Water Management
4 P an (SWMP) that conforms to CDFC and State requirements: - - -
- e will also create a revised cast estimate at 50%submittal and 95%submittal: — - -
ID5,R NSA-.BxhibitA.Scepeof-Services.Fina103.15.09-- --- --- -__ 5.__-
Jennie Beck 1 2/19/2009 - 3:22 PM
B. Construction Documents Meetings
• Bi-monthly progress meetings
• 50% Review meeting
• 95% Review meeting
• Meetings with City of Fort Collins -approvals (allow 2)
*A total of 12 meetings have been allowed for.
C. Construction Documents Deliverables
• 50% Construction Documents Package. Package to include plans (min I"=20'
scale), sections/elevations, details, product cut sheets, specifications and cost
estimate.
• 95% Construction Documents Package. Package to include plans (min 1"=20' scale),
sections/elevations, details, product out sheets, specifications and cost estimate.
• FINAL Construction Documents Package for bid.
• Full size signed Mylars for City of Port Collins Record
*All deliverables will include full size set, 1Ixl7 and electronically in PDF and Auto -Cad
files.
4. CONSTRUCTION BIDDING
The design team will provide the following services in connection with the Construction Bidding phase:
• Attend the Pre -Bid Meeting
• Answer questions from bidders following proposal
• Review bids with the DDA
• Recommend Contractor to the DDA
5. CONSTRUCTION ADMINISTRATION
The design team will provide construction observation during the construction of the three alleys, We will
provide the following services during the Construction Admiiustration Phase:
• Kickoff Meeting with awarded contractor
• Progress meetings - weekly with contractor and reporting to DDA
• Conduct Subsurface construction observation to ensure compliance with construction documents for -
irrigation, drainage, electrical, observation
DDA.Ri M.PSA.Exhibit A.Scope of Services.Final.03.15.09
No
improvements to the three alleyways in accordance with the terms of this Agreement
(hereinafter the "Project');
WHEREAS, the Project furthers the statutory mission of the DDA and is
consistent with the RDA's adopted plan of development; and
WHEREAS, the parties hereto desire to enter into this Agreement concerning the
provision of such professional services by Professional to the DDA.
NOW, THEREFORE, in consideration of the mutual promises and other
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:
1. Definitions. In this Agreement, the following term shall have the
following meaning:
Sub -consultant: shall mean any entity or person utilized by Professional,
other than Professional's own employees, in the performance of its
obligations and duties under this Agreement, and shall include, but not be
limited to, Alter -Liner -Massey Architects, Northern Engineering, Hines
Irrigation, Clanton and Associates, CTL Thompson, and Eric Bracke.
2. Scope of ,Services. The Professional agrees to provide services in
accordance with the scope of services attached hereto as Exhibit "A" consisting of seven
(7) pages, and incorporated herein by this reference (hereinafter the "Scope of Services").
3. Term. This Agreement shall commence upon execution and shall
continue in full force and effect until the earlier of March 31, 2011, or Professional's
fitlfillment of its obligations under the Scope of Services, unless terminated earlier
pursuant to Section 5 hereof (hereinafter the "Term").
4. The Work Schedule. The phases of work to be performed pursuant to this
Agreement, described in detail in the Scope of Services, shall be in accordance with the
following (hereinafter the `Work Schedule"):
A. Schematic Design & Design Development: Professional shall commence
performance of the Schematic Design phase upon execution of this
Agreement, and shall, upon completion of the Schematic Design phase,
commence performance of the Design Development phase. Professional
shall complete performance of the Design Development phase on or
before September 1, 2009.
B. Construction Documents: Professional shall commence performance of
this phase on or before September 1, 2009, and shall complete
performance on or before October 31, 2009.
Russell+Mills Personal Services Agreement.03.15.09.Final
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Page I
C. Construction Bidding: Professional shall commence performance of this
phase on or before November 1", 2009, and complete performance on or
before December 31st, 2009.
D. Construction Administration: Professional shall commence performance
of this phase upon selection by the DDA of the contractor who will
construct the improvements to the alleyways, and shall continue
performing in accordance with the Scope of Services until construction of
the alleyways is complete and Professional has fully discharged its duties
and obligations hereunder. Professional shall tender to the DDA the
punch list representing completion of punch list items relating to the final
construction of the alleyways on or before the expiration of the Contract
Period on March 3.1, 2011.
5. Early Termination by the DDA. Notwithstanding the Term hereof, the
DDA may terminate this Agreement at any time without cause by providing written
notice of termination to the Professional. Such notice shall be delivered at least fifteen
(15) days prior to the termination date contained in said notice. In the event of any such
early termination by the DDA, the Professional shall be paid for services rendered prior
to the date of termination, subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's
sole right and remedy for such termination.
6. Compensation. In consideration of the services to be performed pursuant
to this Agreement, the DDA agrees to pay Professional up to the following amounts,
which amounts shall be the maximum payable wider this Agreement to Professional for
its services and those of its Sub -consultants for any of the following categories
(hereinafter "Category" or "Categories") of services:
A. Schematic Design
1. Professional — Lead/Landscape Architect
2. Aller-Lingle-Massey Architects — Architect
3. Northern Engineering - Engineering
4. Hines Irrigation — Irrigation
5. Clanton and Associates — Lighting and Electrical
B. Design Development & Construction Documents
1. Professional — Lead/Landscape Architect
Russell+Mills Personal Services Agreement.03.15.09.171nal
$32,500.00
$1,900.00
$19,800.00
$5,700.00
$17,100.00
$98,500.00
2. Northern Engineering --- Engineering $88,700.00
3. Hines Irrigation — Irrigation $13,850.00
4. Clanton and Associates — Lighting and Electrical $22,020.00
C. Construction Administration
1. Professional — Lead/Landscape Architect $25,000.00
2. Northern Engineering — Engineer $20,800.00
3. Hines Irrigation —Irrigation $2,775.00
4. Clanton and Associates — Lighting and Electrical $5,880,00
D. Other Fees for Required Work/Studies
1. Northern Engineering - Survey $19,600.00
2. Eric Bracke — Traffic Study $9,560.00
3. CTL Thompson— Geotechnical Report $7,000.00
4. Aller-Linger-Macey Architects — $2,400.00
Historic Structure Analysis
5. Artists' Fee ($5,000.00 per alley) $15,000.00
Total Maximum Compensation = $408,085.00
Professional understands and agrees that there shall be no carry-over between
these amounts, either from one Category to the next, or from one performing party to the
next.
7. Billing by Professional. Professional shall submit to the DDA detailed
monthly invoices which set forth the following: (1) each service rendered; (2) the
Professional or Sub -consultant which rendered each service; (3) the Category or
Categories for which each service was rendered by Professional or Sub -consultant; (4)
the cost of each service rendered by Professional or Sub -consultant; and (5) any expenses
incurred by Professional which are eligible for reimbursement pursuant to Section 8
hereof. Professional shall include with the invoice sufficient evidence of expenses it has
incurred for which it seeks reimbursement from the DDA. Professional's failure to
Russell+Mills Personal Services Agreement.03.15.09YInal
comply with these requirements may, at the DDA's option, suspend processing of
payment requests until Professional's invoice is in compliance with said requirements,
The DDA shall be obligated to pay invoices which conform to the requirements herein
within thirty days of receipt.
8. Reimbursable Expenses. The DDA agrees to reimburse Professional for
expenses it incurs performing the Scope of Services, subject to the following eligibility
requirements and conditions:
A. Expenses eligible for reimbursement
1. Perspectives, renderings, models or other promotional materials
prepared by vendors which are approved in writing in advance by the
Executive Director of the DDA (hereinafter the "Director");
2. Fees and expenses of special consultants which are approved in
writing in advance by the Director;
3. Mileage, to be paid at the rate of Fifty Five Cents ($0.55) per mile;
4. Expenses for dining or other gatherings which are reasonably
necessary for performance of the Scope of Services;
5. Communication expenses for long distance telephone calls, facsimile
receipt and transmission, postage and commercial courier services;
6. Reproduction expenses for duplicate rnylars, printing, graphics,
photography, photographic products and drawings; and
7. Miscellaneous out-of-pocket expenses, not to exceed Fifty Dollars
($50.00) per instance.
B. Conditions.
1. The maximum amount of expenses which will be reimbursed by the
DDA pursuant to this Agreement shall be Five Thousand Dollars
($5000.00). Professional understands that it has no right to
reimbursement for any costs incurred which exceed this maximum
amount. Any expense which Professional seeks reimbursement for
beyond the maximum amount is subject to Board approval, which in
its sole discretion, it may permit or deny;
2. All expenses which Professional seeks reimbursement for must be
reasonable and directly related to its performance of the Scope of
Services;
Russell+Mills Personal Services Agreennent.03.15,09.Final
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3. Professional is entitled to reimbursement only for actual, direct costs
incurred, with the exception of 8(A)(1), 8(A)(2) and 8(A)(6) above, in
which case Professional may add Ten Percent (10%) to actual costs for
handling and indirect costs; provided, however, that Professional shall
not add ten percent to actual costs incurred pursuant to 8(A)(6) if the
service is performed in-house by Professional;
4. Professional may seek reimbursement for sales tax charged by thud
parties for specific items, materials or services purchased in
furtherance of the Scope of Services, which items, materials or
services are authorized for reimbursement in 8(A) above; however,
this shall not include sales tax charged for items, materials or services
customarily purchased by Professional for use in its business which are
directly or indirectly used to complete the Scope of Services;
5. Any expense which is not specifically enumerated in 8(A) above is
reimbursable only if Professional receives the prior written consent of
the Director to incur such expense;
6. The failure of Professional to obtain the written consent of the
Director, for those expenses described in 8(A) above which require
advance Director approval, may, at the option of the Director, act as a
waiver of Professional's right to reimbursement for such expenses; and
7. The DDA shall not be responsible for paying any expenses incurred by
Professional's Sub -consultants.
9. Project Drawings. Upon conclusion of the Project, and before final
payment, the Professional shall provide to the .DDA all documents, designs, drawings,
plans, renditions, electronic storage media, nrylars, and any other deliverable described in
the Scope of Services.
10. Maximum Price Agreement. This is a maximum price agreement.
Accordingly, Professional shall perform fully the Scope of Services, and shall guarantee
the same of any and all Sub -consultants, regardless of whether the costs to perform said
services will exceed the amounts payable under Section 6 hereof. Under no circumstance
shall the DDA be obligated to pay any additional compensation, with the exception of
reimbursable expenses pursuant to Section 8 hereof, for Professional's completion of the
Scope of Services.
11. Modification of Agreement, Additional Services. No subsequent
modification of any term of this Agreement shall be valid, binding upon the parties, or
enforceable unless made in writing and signed by the parties hereto. Changes or
additions to the work to be performed render the Scope of Services shall be accomplished
Russell+Mllls Personal Services Agreement.03.15.09.Final
through the RDA's standard Change Order form, which Change Order form shall be
prepared by the DDA on terms mutually agreeable to, and signed by, the parties hereto.
The maximum monetary amount of Change Orders which can be approved by the
Director is Five 'Thousand Dollars ($5000.00). Any Change Order which individually, or
cumulatively with previous Change Orders, exceeds Five Thousand Dollars ($5000.00) is
not valid and binding unless approved by the Board. Professional understands and agrees
that it may not rely on any Change Order which violates this requirement.
12. Limitations of Services — Public Rights -of -Way. The DDA understands
and agrees that this Agreement is limited to design services within public rights -of -way
and does not extend to design services on private land.
13, Communication with DDA/Monthly_Report. , During the Term of this
Agreement, the Professional shall consult periodically with the Director. Further, and
commencing thirty (30) days after the date of execution of this Agreement and every
thirty (30) days thereafter, Professional shall provide the Director with a written report of
the status of the work with respect to the Scope of Services, Work Schedule, and other
material information. Failure to provide any required monthly report may, at the option
of the Director, suspend the processing of any payment request until such report is
received by the DDA.
14. Independent Contractor. The services to be performed by Professional are
those of an independent contractor and not of an employee of the DDA. The DDA shall
not be responsible for withholding any portion of Professional's compensation hereunder
for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other
purpose.
15. Quality and Accuracy of Services. Professional shall be responsible for the
professional quality, technical accuracy, timely completion and the coordination of all
services rendered by the Professional and its Sub -consultants; and such responsibility
shall include, but not be limited to, designs, plans, reports, specifications, and drawings.
Professional shall, without additional compensation, promptly remedy and correct any
errors, omissions, or other deficiencies.
16. Project Indemnity. Professional shall indemnify, save and hold hamrless
the DDA, its officers, members, agents and employees to the maximum extent permitted
by Colorado law, from and against any damages and against all liability whatsoever
claimed by third parties against the DDA, and for the DDA's costs and reasonable
attorneys' fees, resulting from, arising out of, or in any way connected with Professional's
or its Sub -consultants' negligent performance of any of the services furnished under this
Agreement.
17. Insurance Responsibili . Professional shall, during the Term of this
Agreement, provide and maintain, and pay all costs associated with, the following
insurance coverage.
Russell+Mills Personal Services Agreement.03.15.09.Final
A. Commercial general liability insurance, from an insurance company
acceptable to the DDA, in the amount of Five Hundred Thousand
Dollars ($500,000) combined single limits, and errors and omissions
insurance in the amount of One Million Dollars ($1,000,000). The
DDA, its members, officers, agents and employees shall be named as
additional insureds on the Professional's general liability insurance
policy for any claims arising out of work performed under this
Agreement. Before commencing work under this Agreement,
Professional shall provide to the DDA a certificate of insurance
coverage showing the type and amount of coverage, class of operations
covered, effective dates and date of expiration of policies, and
containing substantially the following statement:
"The insurance evidenced by this Certificate will not be cancelled
or materially altered, except after ten (10) days' written notice has
been received by the Fort Collins Downtown Development
Authority."
In case of Professional's breach of these requirements, the DDA, at its
option, may take out and maintain, at Professional's expense, such
insurance as the DDA may deem proper, and may deduct the cost of
such insurance from any monies which may be due, or become due, to
Professional under this Agreement.
B. The following insurance for Professional's employees engaged in work
performed under this Agreement:
i. Workers' Compensation insurance within statutory limits as
required by Colorado law; and
2. Employer's Liability insurance with limits of $100,000 per
accident, $500,000 disease aggregate, and $100,000 disease for
each employee.
18. Work Product. The DDA shall own and retain all right, title and interest
in and to all reports, documents, drawings, specifications, plans, designs, and other
information or work product that are produced, created, developed or made by
Professional in connection with the Scope of Services (collectively the "Work Product"),
and such Work Product shall be the sole property of the DDA.
19. No Assignment. Professional understands and agrees that the DDA enters
into this Agreement based upon the special abilities of Professional. Accordingly,
Professional shall neither assign any of its responsibilities nor delegate any of its duties
arising under this Agreement without the prior written consent of the DDA.
Russell+Mills Personal Services Agreement.03.15.09.Flnal
Additionally, Professional shall not, without the prior written consent of the DDA, utilize
any Sub -consultants for any work to be performed pursuant this Agreement, other than
the following Sub -consultants in their respective capacities: (1) Architect & Historical
Consultant: Aller-Lingle-Massey Architects; (2) Surveyor & Engineer: Northern
Engineering; (3) Irrigation Consultant: Hines Irrigation; (4) Lighting and Electrical:
Clanton and Associates; (5) Geoteclmical: CTL Thompson; and (6) Traffic: Eric Bracke.
20. Default. Each and every term, provision and condition hereof shall be
deemed to be a material element of this 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.
21. Remedies. In the event a party has been declared in default, such
defaulting party shall be allowed a period of ten (10) days within which to cure said
default. In the event the default remains uncured after the ten (10) day period, the party
declaring default may elect to: (a) terminate this Agreement and seek damages; or (b)
avail itself of any other remedy at law or equity.
22. Integration, Binding Effect. This contract, which includes this Agreement
together with the exhibits incorporated herein by reference, represents the entire and
integrated agreement between the parties hereto and supersedes all prior negotiations,
representations or agreements, whether written or oral, and shall be binding upon said
parties, their officers, employees, agents and assigns and shall inure to the benefit of the
respective survivors, heirs, personal representatives, successors and assigns of said
parties.
23. Notice. Any notice required or desired to be given by any party to this
Agreement shall be in writing and may be personally delivered; sent by certified mail,
return receipt requested; or sent by a nationally recognized receipted overnight delivery
service, including United States Postal Service, United Parcel Service, Federal Express,
or Airbonre Express, for earliest delivery the next day. Any such notice shall be deemed
to have been given as follows: when personally delivered to the party to whom it is
addressed; when mailed, three delivery (3) days after deposit in the United States mail,
postage prepaid; and when by overnight delivery service, one (1) day after deposit in the
custody of the delivery service. The addresses for the mailing or delivering of notices
shall be as follows:
If to Professional: Russell-l-Mills Studios
ATTN: Craig Russell/Paul Mills
14 East Oak Street
Fort Collins, CO 80524
If to DDA: The Fort Collins, Colorado
Downtown Development Authority
ATTN: Matt Robenalt, Executive Director
Russell+Mllis Personal Services Agreement.03,15.09.Final
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