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HomeMy WebLinkAbout494583 MORTENSON CONSTRUCTION - CONTRACT - RFP - 8031 CM/GC FOR OLD TOWN SQUARE RENOVATIONS (2)q/_S��66 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on the date set forth below by and between THE FORT COLLINS, COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY, a body corporate and politic (the "DDA"), and Mortenson Construction. Inc. (the 'Professional"). WITNESSETH WHEREAS, 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, the DDA is the owner of the real property located in Fort Collins, Colorado, commonly known as Old Town Square ("OTS"); WHEREAS, the DDA intends to perform an expansive renovation of OTS, with construction anticipated to begin in.2014 (the "OTS Renovation"); WHEREAS, the parties desires to enter into an agreement by which the Professional will provide to the DDA certain design services in connection with the OTS Renovation, as hereinafter described; WHEREAS, this Agreement was approved by the Board of Directors of the DDA (the "Board") on December 11, 2014 up to a maximum contract of amount of Fifty Thousand Dollars and zero cents ($50,000.0); and WHEREAS, the services rendered by the Professional will advance the statutory mission of the DDA. NOW, THEREFORE, in consideration of the mutual covenants and obligations herein expressed, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Contract Period. This Agreement shall commence upon execution hereof and shall continue until March 31, 2015 (the "Term"). 2: Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A" and incorporated herein by this reference (the "Scope of Services"). 3. The Work Schedule. The Professional understands that: the services it is to perform under the Scope of Services will need to be coordinated with certain phases of the OTS Renovation, and that the dates of such performance have not yet been established. Accordingly, the Professional agrees -to be available to perform the Scope of Services on an as -needed basis at any time during the Term, with specific dates of performance to be determined .by the DDA PSA.OTS Renovation.Fonn 10. Additional Services Changes to the Scope of Services. The DDA shall have the right during the term hereof to request changes or additions to the Scope of Services through written change order requests. Once the DDA has delivered notice of such change to the Professional, no work related to the requested change shall proceed until the parties have reached agreement regarding changes in price or scheduling requirements related to the requested change, and a written change order documenting the agreed -upon terms is prepared and issued by the DDA. No such changes or additions shall he considered approved, binding or enforceable until the parties hereto have signed such change order form. The hourly rate to be charged for any changed or added services shall be governed by the rate schedule contained in Exhibit C: 11. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement, and continuing every thirty (30) days thereafter for the.term hereof, the Professional shall provide to the DDA Representative a report on 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 DDA, suspend the processing of any partial payment request. 12. Coordination, Quality and Accuracy of Services. The Professional shall be responsible for the coordination of all services between the Professional and its subconsultants. The Professional shall be responsible for theprofessional quality, technical accuracy, timely completion and coordination of all services rendered by the Professional and its subconsultants, which services shall include, by way of example and without limitation, designs, plans, reports, specifications, and drawings, and the Professional shall, without additional .compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 13. Independent Contractor. The services the Professional will be performing hereunder are those of an independent contractor, and not of an agent or employee of the DDA, nor shall the Professional's employees, agents or subconsultants be considered employees or agents of the DDA. The DDA shall not be responsible for withholding any portion of the Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 14. Responsibility for Employees and Subconsultants. The Professional shall employ and contract with only those persons or entities that are properly skilled, accredited, certified, and/or licensed, as applicable, to safely :and competently perform work of the type and scope which they will be performing, The Professional agrees that it shall be fully responsible for the acts and omissions of its employees and agents and for those of its subconsultants, and any persons either directly or indirectly employed by any subconsultants to the same degree as acts. and omissions of persons the Professional directly employs. Nothing contained in this Agreement shall create any contractual relation between any subconsultant and the DDA, except to the extent the DDA is indemnified or insured through requirements upon said subconsultants. 15. Legal Compliance, License and Business .Requirements. The Professional shall hold, in the Professional's name, all licenses necessary to perform the Scope of Services, and TSAATS RcnoNvuon Fonn_Mortenwn 3 I "The insurance covered by this Certificate shall not be canceled or materially altered, without ten (10) days' prior written notice to the Fort Collins, Colorado, Downtown Development Authority." ii. Professional Liability Insurance. Professional liability insurance covering errors and omissions of the Professional. Amount of coverage shall be not less than One Million Dollars ($1,000,000.00). iii. Certificates of Insurance. Prior to cormnencing work hereunder, the Professional shall fumish the DDA with certificates of insurance for all liability insurance required herein, which show the type, amount, class of operations covered, effective dates and date of expiration of such policies. C. Subconsultant Liability. In the event that any work performed hereunder is performed by a subconsultant, the Professional shall be responsible for any and all liability resulting from, arising out of or in any way connected with the work performed under this Agreement by such subcorisultant, which liability is not covered by such subconsultant's insurance., D. Breach of Insurance Requirements. In the event the Professional breaches its insurance obligations under this Agreement, the DDA shall have the right, but not the obligation, to take out and maintain throughout the term hereof any insurance policy or policies necessary to meet the insurance obligations herein required, and the Professional shall be liable to the DDA, for all costs associated with obtaining and maintaining such policy or policies, and the DDA shall further have the right to deduct the any and all such costs from payments due, or which may become due, to the,Professional. 17. No Assignment. The. Professional acknowledges that the DDA enters into this Agreement based upon the unique qualifications and special abilities of the Professional and that this Agreement shall be considered an agreement for personal services. Accordingly, the Professional shall not have the right; power or authority to assign any ofits responsibilities nor delegate any of its duties arising hereunder to any other individual or entity without the prior written consent of the DDA. 18. Modification of Agreement. No subsequent addition to this Agreement, or modification of any term or provision herein contained, shall be valid, binding or enforceable unless made in writing and signed by the parties hereto. 19. Default. Each and every term and provision contained.herein shall be deemed to be a material element of this .Agreement. In the event that either party hereto should fail or refuse to perform in accordance with any term or provision of this Agreement, such party may be declared in default. PSA.OTS Renovation Fonn_Mortensoa 5 k 25. Notice. Except as expressly provided otherwise, 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, retum.receipt requested; or sent by a nationally recognized receipted overnight delivery service, including the United States Postal Service, United Parcel Service or Federal Express for earliest delivery the next day. Any such notice shall be deemed to have been given and received as follows: when personally. delivered to the party to whom it is addressed; when mailed, three delivery (3) days after deposit with the United States Postal Service, 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 the Professional: Mortenson Construction Inc. 1621 18th Street Suite 400 Denver, CO 80202 Attn: Dale Heter If to the DDA: The Fort Collins, Colorado Downtown Development Authority Attn: Executive Director 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 hereinabove provided. 26: 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 or its subconsultants in connection with the Scope of Services (collectively the "Work Product"), and such Work Product shall,be the sole property of the DDA. 27. Subject to Annual Appropriation. Any financial obligations of the DDA arising under this Agreement which 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, in its discretion, and/or the Board of the DDA, in its 'discretion, as applicable. PSA.OTS Renovation Forsn_Mortenson 7 perform work under this Agreement. C. The Professional shall not use the a -Verify Program or Department Program procedures to undertake pre -employment screening of job applicants during the term hereof. D. If the Professional obtains actual knowledge that a subconsultant performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: i. Notify such subconsultant and the DDA within three days that the Professional has actual knowledge that the subconsultant is employing or contracting with an illegal alien; and ii. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this Section 32. the subconsultant does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with an illegal alien. E. The 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 C.R.S. § 8-17.5-102 (5). F. If the Professional violates any provision of this, Agreement pertaining to the duties imposed by C.R.S § 847.5-102 the DDA shall have the right to immediately tenninate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the DDA arising out of the Professional's'violation of C.R.S. § 8-17.5-102. G. The DDA will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the DDA terminates the Agreement for such breach. 33. IntUration/Survival. This contract, which includes this, Agreement together with any 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. All conditions, rights, privileges, duties, covenants, warranties and obligations contained herein shall be binding upon, inure to the benefit of, and be enforceable by; the parties hereto, and their respective successors and as and shall remain in;full force and effect and. shall survive, to the maximum extent allowable by law, the termination, or expiration of this Agreement. PSAMS.Renovation FmttLMotunson 9 Exhibit A Scope of Services The scope of services provided under this contract shall include construction scheduling, cost estimating, meeting attendance, preconstruction services, construction readiness, construction plan review, GMP development, subcontractor solicitation and other design services as may defined by the DDA in advance of a CM/GC contract for the renovations of Old Town Square. PSA.OTS Renovation Form Mortenson t t Exhibit B Budget Allocation and Fee Old Town Square Renovations Professional Services Agreement Mortenson - CM/GC Services Preconstruction Anticipated Preconstruction Phase Services (AssumingJustin and Dan switch to construction in March, 2015) December January February March Justin Feigitsch 16 60 50 const. Dan Hanavan 10 40 40 const. Joe Shinagfe 30 60 60 const. Tony Perdue 16 36 30, const. Estimators 0 20 10 Schedulers 0 0 0 ICC/ICM 0 6 8 Reimbursables Design allowance Total Estimated Fee: FSA.OTS Renovation.Fo[m 13. Total Hours Rate Price 126 $ 53.00 $ 6,678.00 90 $ 45.00 $ 4,050.00 150 $ 66.00 $ 9,900.00 82 $ 74.00 $ 6,068.00 30 $ 53,00 $ 1,590.00 0 $ 56.00 $ - 14 $ 58.00 $ 812.00 $ 3,444.00 $ 1Q000.00 $ 42,542.00