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Home My WebLink Aboutbocc.con.104.1981 I � t =a� - w��i�� ([w %jy��' j, �� "�t1:'� S � � . �,r ,wy�.. ,rz2R �d7 1'��. 0. rr ,3�+!.'�7 1 —r:y" rr fC � ti�i. K< � .r jy� �. r-. a i ��3 _��;'�cz""r��i��:v'��i��,r,FsA.,�.a'.,w,...``�'"�i`�t'�.�€`�'��..1�� -� ��'. E r��'r;: 4� `• . . ' _ .. • �'i�A.'.4-. lj� , N \. . . � ( � CONTFtACTS S AGREEMENTS 104(81? NUNIDER: . • F37HSINS & REF1M AGStEE TITLE: ze n�az, 19sa MEETING DATE: • ** NC7P`A:C�ON— RECEIVID 12/28/82 ** Signed and sealed Indexed Recorded Copies to: Administration Human Resources � �a A3rport Land Use Cade File g �, . Assessor Library � ' Attorney Manager Building P & Z members f: Clerk Personnel �'� Engineering Planning : � . � __ ', Environmental Health lioad and Bridge � Extension Agent Sheriff • ' ' h �+ Finance Trails Housing Transportation Treasurer � t i � �.�; 4 ' !'�+ . - � . . ' ( _1 � -- � � • - . 1.� . . . . . � . � . .-� . . . 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"+ � - . +.' f� �,...._,,, � �-t''�u, �� ''� 'a` . . � . . i f C1: 104(81) ,� BASIC AGREEMENT BET4IEEN ; � PITKIN COUNTY AND THE CITY OF ASPEN, COLORADO � ROBBINS AND REAM, INC. � . , FOR � PLANNING AND ARCHITECTURAL SERVICES � � � 5 This BASIC AGREEMENT is entered into this lst day of November, 1981, between PITKIN � COUNTY AND THE CITY OF ASPEN, herein call "Owner" and ROBBJNS & REAM, INC.a � California corporation, San Francisco, California, herein called "Architect". ��; s , RECITALS: i' 1. It is the intention of the Owner to engage the Architect to provide " professional services in connection with tfie programning, schematic design, design deve►opnent, industrial engineering and general equipnent specification, �onstruction docunents, and construction administration for a Bus Maintenance and Storage Facility and related site improvesnents with a � program budget of $5,811,000.00 (Five Million, Eight Hundred Eleven Thousand � Oollars), herein called the "Project", located across State Highway No. 82 fran Sardy Field in Aspen, Colorado. Acreage to be determined. � �- '.� �� - 2. To provide such services, the Architect intends to work in association with � � and utiliZe ROMA ARCHITECTS es planning and architectural consultants, Dakan-Guy as associate architects, and the following additional cons�ltants: �, � KKBNA Structural and Civil Engineering RMH GROUP, INC. Mechanical, Electrical, Solar, Equipment Engineering, Industrial Engi�eerirtg ROYSTON HANAMOTO ALLEY AND ;; ABEY Landscape Architects a j 3. This Contract is subject to the terms and conditions of a "Co�tract for ��`� • Financial Assistance" between the owner and the Urban Mass Transportation j� ' Administration of the U.S. Department af Transportation. The terms and # ` conditions of this Agreement are subject to the Owners receipt of financial assista�ce fran UMTA. A copy of tfiis contract is attached to this agreement � as Exhibit D. � . , � • � �� 3 A �'# S � �. } � � � � � ' Y� Fe..+;+�+u+y�.=-.'.�s '+i'+:.'w.`t ...�M.�,,,.r .. .. ... ,�.-.y�x._ . '__'_ . , . • . _,,::� ,�,..-.... „-,:. .�-..:«...-`-------- t ---•--•--„..,,...,,;�� . ..., . �.....:.,.. ,... .::,. 1!�+�!:-s�+K.. _..... � . . . � . .�'y�L.: - ' . . . . � ' r. � . ��t �� . . . . . . � y��i�.� � . . . � � . . . � -• :F. � .� . � y.� �� - � y� � � . . ! � �`:. .,�.yl ' . - . \' .:. :i . � .. �� . . .. f :4 ��.5 }�....• �. � .. . _ � � . � � � �� . .I,r C y�.�:i` . . y�'4��`t�_ . � .. . . . . d;4',� '`m��:��r��' �S�tl� � . . . . �*F�u'...-�}�fi, __�-s,.;'-:�,z� . � � " Y -.Y 1 it'S�r f Lt�f �.•! � ��'`""'.�.:.. `��'�...�.��:.....'a � �S .,,{;� ; � ��.�3� , . . ( I ��r�, E -��,,,�� , . f� ��°'J`"°1'%.c�he�llr.'w��_�!_lfii�7.s:.ii snd:i:LR.�d�endivJ<.. �f�. ..+�t.._..r��hts n:�,f,'ai'+�tn`.�siY.+'l�7�+�u��+tro:'1.it5r�?:;�Lei:'{•x..Y�.»�.::�..y1t'f.lT_71'r.'+T"-�7 � . .... � ��4��,�. �•; PI7KIN/ASPEN-ROBBINS & REAM, INC. �;��;�;.''i�,,. '"� TERMS OF AGREEMENT BETWEEN OWNER �4 ARCHITEGT _ . Page 2 of 22 The Owner and the Architect agree as set forth below. ' t;;, I. The ARCHITECT shall provide the professional services for the Projeet in �,: accordance with the Terms and Conditions of this Agreement. � G�; . �' II. The OWNER sfiall canpensate the ARCHITECT, in accordance riith the Terms and .- Conditions of this Agreement, as follows: . ;�� a. FOR THE ARCHITECT'S BASIC SERVICES, as described in Paragraphs 1.1 ��r. through 1.7 based on a cost plus fixed fee contract. . ,�,. b. FOR THE ARCHITECT'S SPECIAL SERVICES, as described in Paragraph 1.8, or ^;, any other special services required from time to time in writing by the Owner, based on a cost plus fixed fee basis per the hourly rate schedule, � ��' attached as 'Exhibit A', and services of consultants as required. - -� � III. The described project is in large measure funded by the Urban Mass Transit i r_� Administration of the U.S. Dep�rtment of Transportation, herein known as " UMTA. The contract therefore contains a special section, Article 16, which sets forth the required conditions to which Omner and Architect and all ; x�; consultants must conform. , �,;; i �� IV. Neither the Owner's review, approval, or acceptance of, nor payment for, any i. ��-% of the services required under the Contract shall be construed to operate as a � �' waiver of any other rights under this Contract or any cause of action arising �:: ;.s;' out of the performance of this Contract, and the Architect shall be and remain liable to the Owner in accordance with applicable law for all damages caused ! �'f^�" • by the Architect's negligent performance of any of the services furnished { �,%`�;'>: under this Contract. � ��;.:' i V. The rights and remedies of the Contracting Parties provided for under this � � ��;�: Contract are in addition to any other rights and remedies provide by law. �;'; i � ',) VI. Al1 communication with the Qwner shall be directed to the Project �irector as �I designateci by the City Manager and County Manager. The Project Director is � authorized by the Aspen City Council and the Pitkin County 2oard of Commis- ::{ sioners to approve additional services with an anticipated fee of less than ;;;'<.i $25,�00.00, and amendments to the Contract unless the change in scope will i � result in an anticipated fee increase of more than S25,onn.00, in which case I �e" approval must be made in writing by the Owner. ! :'' � ;;,•; � ��;+�;: VII. The General Equipment covered by this Statement of Work is defined to be ; !'�°� equipment required to service, maintain and repair buses in the new facility. i '�� It includes fixed equipnent, mobile equipment, and all ancillary equipment i such as work benches, storage bins, etc., characteristic of bus maintenance ' � �.;� and storage facilities. It excludes movable equipment which will be procured � c.:•. 5�:=.. separately from normal facility construction contracts and any building system equipment. Certain items of 6eneral Equipment will be installed by the I; �;,� supplier or by a separate equipment installation contractor. However, it is '. t anticipated that most items of equipment may be furnished andJor installed I �,�� under contracts for normal project construction. ; ;:;> 1 tIf�' � #i.�, � t». � j i ��, � a ' Lt�(� ...-. ..... � � ' . r. . . �v..-.,�..,.� � .��._.�....�....._ r ........�'"_.�.�...��..__._ ..... � � � 1, y ' � ��j�rl `: . . • . . ' . . � � � ) �r i i 5 ., s' � �.�.. `-;�.;�:�z:'::': � . . ��;�`4;;. . � . . ' . ��.^�,_ ' . °1!:'� �� ,.-�:5 . . . . 2 ��t"AY.�,i. . . � � � . T,�� ,... .3*� �•�'�� . . � . ;- i � ��'�1� ��•`�1 . ' . R�'.::�;; '��:1 r `�. �- ::r�o -�i � . � � �:� � '` i,•#E ` ) t „�{ _1 J ' • . . µ i '"�� a�-±,x«^wk.�,c;��a:.zi�',?z��::�e:�.`'k-a.-;:i�rt.'�.c��.r.i+,riE-.. ._.. . . .;ryr ,. .r. �.��:��y,4t L7'c+`'��'�` �jt'`� i j�� -'i s�C�' s t.j � •*�v.:r.t�.3.;es:ti'i.K.arrr.lfki�'L��xia�hi�7'��rZ.l .�.'.�%��C.ia.�.:6:....'."�.3��a.rnit(' . a . � � ,. , . 6N{r5'�... - �� '• ..' ��a;:;;,�. � PITKIN/ASPEN-ROBBINS & REAM, INC. �r�.x��.,. ��'�� TERMS Of AGREEMENT BETWEEN �WNER & ARCHITECT �°.- ' Page 3 of 22 tiP:` i ';�� VIIT.The design disciplines of the Architect necessary for the proper execution of � the Project include architectural design, industrial engineering, landscape , ;:�:;; architecture, structural engineering, mechanical and electrical e�gineering, r� civil engineering, traffiic design, lighting, graphics, construction ;`' administration, solar design, and energy conservation management. � F, IX. The Architect shall be responsible for the professio�al quality, technical � �~� _ ,-�,q accuracy, and the coordination of all designs, drawings specifications, and �� other services furnished by the Architect under this Contract. The Architect ��.; shall, without additional canpensation, correct or revise any errors caused by � �' the Architect and his consultants in his designs, drawings, specifications, dnd other services. r X. Because of Federal participation in the funding of this project it is subject = to all federal requirements fior federally-funded projects; inciuding, but not (� "?�� limited to, elderly and handicap requirements and handicapped access, and all + applicable occupational safety regulations. The Architect is responsible for . identifying the above applicab]e Federal regulations and must exert every reasonable effort to insure compliance with them. *; XI. 7he Architect shall designate a principal as Project Administrator. This � �: person sfiall be responsible for overall team coordination and shall be the � �= principal contact with the CityJCounty staff and the Project Director. All ; r`�. formal comnunications shall be between the City/County's Project Director a�d � �`.. the Architect's Project Administrator. All technical and schedulin9 memos, � �'" any Architect contract scope changes, any project scope changes, and requests �� and authorizations to provide additional services sfiall be processed through °�= the Project Administrator, who shall have the authority to comnit to a • � Guaranteed Maximum Payment. I _._.��.,`; , �; 7he Architect's Project Administrator shall be assisted by a senior associate � �'� designated as Project Manager, who shall be responsible for all day-to-day �`', operations of the Project, and routine communications with the Owner's Project x;� Director. ::� XII. The contracting official for Pitkin County shall be the Chairman of the Board '' of County Comnissioners and for the City of Aspen, the Mayor. Authorization for each to execute legal agreements and sign agreernents as Owner shall be granted by their respective bodies through appropriate legis ative actions. �� . �. + �� ARTICLE 1 j '? SCOPE OF REQUIRID SERVICES 4�� t' 1.1 PROGRAMMING SERVICES ( �� I �' 1.1.1 PR�GRAMMING. The Architect's services relative to developing the final , program and program budget shall consist of the following: j � s �� , =� 1 ��, � .�..,_._____.._._._,.._._.___.._�._...__.._.____._____..__�___.____ -- � � .'7 . . . . . . . � .. . - 1 � �i,:. . '. • . ' � . �r� . : " . . . . �a•�t�'' •y�; � . � F-,?'�''-� lf�-i; '� ' . _ - . , 3Gi . � � � - � . �..`� �� . . .. . � - � . 1 • {'ic¢it:"��c�,::''" � � � � � . .. � u -e4ti:.< . . � . . �.. �,�t,..,.'�.. . . . . ti� �� ty >' �5.'iG`�k„ � ' � :,c��4.nJ:��. . . . . . , .�"�'�°,:'-i`�'}`'+�.� r t . . �{"4yY-,1f..� . f-.•�+ �.� . } ' �. � � _ .�_....� ` � 1 '� `.� �� ;�.... F� �� .r.l�:ri��`�,,.'�,��.�e4,-,.rfSR�.,.a..._.:'iF'. --�:i�."'.�...:�,:•..-w'M%wd:at'wstwl��'�:.:iw.w:�],�:'::+4o:.i;.:Tl:;�'JS��k Y'3 ; � : ' �'��;K�14 - �, ��"¢�z PITKIN/ASPEN-ROBBINS Ft REAM, INC. �?;�;;.;;;_:;`� TERMS OF AGREEMENT BETWEEN OWNER & ARCHITECT � � Page 4 of 22 1.1.2 Review the Program furnished by the Project Director to: 1) understand the basis of the programnatic requirements; 2) identify unclear requirements; and ' t 3) id'entify any requirements that are inconsistent with the experience of the y Architect and his consultant team. 1.1.3 Respond in writing to the Program. The written response should include : questions regarding unclear requirements, identify requirements that are , -- ;� inconsistent with the Architect and his consultant team's experience, and review 1 the conformance of the proposed budget with the Program. �� 'a 1.1.4 Review existing building systems, building system contractors and their � � production capabilities to determine the optimum system for the project in economy speed of erection, and physical performance over the life of the project. Report �� in writing to the Project Director, the specific reasons for the choice of building ' i� system and the reasons why each of the other competitive systems was not selected. � � 1.1.5 Prepare, based on the Architect and his consultant's experience and � specific information obtained from'the Owner, a state�nt of probable construction l=� � cost. I. � 1.1.6 Review with the Project Director: , 1) proposed site use; 2) site ({ � improvements, including access to Highway 82 and the relocation of the airport I C; entry to improve the intersection. �' 1.1.7 Work with the City/County staff to resolve Program and budget incon- %� �; sistencies and prepare final Program documents conforming to the Pro9ram budget for � :.i; formal approval by the Owner in accordance with the procedures of Article 3.1.1. I. An deviations from the final a roved ro ram documents must be a roved b the �- �.� Y pP P 9 PP Y �r�`,� Owner in writing. '� �� i 1.2 NOT USED ; � �; � !�` 1.3 SCHENATIC DESIGN {WD SITE DETERMINATION : 1.3.1 Based on the approved program, the Architect shall develop the schematic plans, elevations, functional flow, site layout, building systems, outline � specifications. The Architect shall determine if the proposed Facility can be � constructed within the Program hudget and determine that the proposed Facility is ��` compatible with general equipment requirements and other pragrammatic criteria. � � 1.3.2 Prepare a schematic design report with the above outlined information and �s a comparison of the program to the schematic design and including programmed areas. � The program comparison should list programmed areas and the actual corresponding ; �, schematic design areas. � � ' €'� 1.3.3 Pre are from the Schematic Desi n drawin s a Schematic Desi n Estimate of 4 ' ,s,:: P 9 4 9 � 'a� Probable Construction Cost utilizing a maximum of contingency of 15%. This 1��1 Estimate of Probable Cost will be sufficient in detail for use by UMTA in i :?;� establishing their fixed cost estimate from which authorization to proceed with an I :,� approved budget for construction can be given. This estimate and other specified i estimates will be prepared by an independent constrvction cost estimator who will � k� report directly to the Project Director, with copies to the Architect. All � �`� payments to the cost estimator by the Architect shall first require Owner's .'. -: authorization prior to disbursal. j � { � '_ _ ...�..�_.__.._..__r._.�_.._.... _�__.----._._._ _____� : < --—--------- � ��, s ' . , � i . . - . ' ' 2f � �x ` +� � ��, �, � 'Z7�i .�� . . � '�..: �Fi;.r�.!1 � � . ' �: - 7 �.:_��.;.._ . . 4:»� y ti. . ��?T � �*"��.ust::�,S;::ti.�. . �r:s�._ Pi � . . .�rL� _:T��• � .. ti.:'Y.. �'Y_ � I . ��.?� ' � , �.� �''♦, , � �,�- . _ -_ -- ___-�___ ; l . �� '' , .,�y_� �,�� '�� _ ,y�_ "r'wv'` �,.�a.,�ry.n.k�i r.ywzi.r�.� t 7:: � � 'f �ro'� �.-� 13��}a:..�'t'�rp�f�... .u_ ��.�� ,� �t��+�"?"i;i:i'K Ss' �j�j��" h {} ��itiirJ..`°' .uSi�'.:G'.t.�l'!1$1(Ytt+�.f++�..�:1,ulwux�,.ns.us.��:MW+b.svi�i�..�tii�i.lw�##�t+WilfCt':K"iRG.uu.rJ:+.rie4lo�vi6i��4+waw�+r-�.`' ��Ci�lW �r��`�E'�� .• �yt:.� _ kM J��:��:. '� PITKIN/ASPEN-ROBBINS & REAM, INC. CT''"'.''�`'�`� TERMS OF AGREEhENT BETWEEN OWNER R ARCHITECT ' Page 5 of 22 ! 1.3.4 Based on 5chematic design studies, determine the precise land parcel configuration required to accomnodate the facility at the general location outlined � in Recital 1, foregoing. 1.3.5 Develop comparative life cycle costs for alternative enerqy and resource � management systems, including the fuel, maintenance and capital costs of ' - alternative systems to perform the major energy-consuming functions of the `: , building. These functions include space heating, hot water heating for the bus � washer, domestic hot water, lighting, etc. Systems to be examined �hould include: passive and active solar, natural gas, electric and oil, heat recovery systems, j � water reclamation system, natural lighting, etc. ; a 1.3.6 Based on the written respor�se of the Owner and UMTA staff, prepare i �, necessary revisions to the Schematic Design for formal approval by the Owner and �� UMfA staff. k s � 1.4 DESIGN DEVELOPhENT PHASE � � 1.4.1 Based on the approved Schematic Design, and any adjustments to the � Program and Program Budget approved by the Owner in writing, the Architect shall 1 �; prepare the Design Development documents. The Design Development documents shal � include drawings, outline specifications and other documents to fix and describe ; the size and character af the entire project as to the architectural, structural, � mechanical, electrical, industrial, traffic flaw, site improvements and landscape � .� systems. � �_ ` The documents should be complete enough for the Project Director to obtain cost �� ='f9 estimates from trades people and suppliers of major components of the Project, if � �� deemed desi rable. � �, �' 1.4.2 The Architect shail prepare a detailed work flow and engineering analysis �' pertaining to the function, performance, design requirements, arrangement, procurement, quality control, delivery, and installation of the General Equipment required to store, service, maintain and repair buses in the Project. Owner's staff shall provide specific and relevant informatian in a timely fashion to the Architect. 1.4.3 The Architect and his consultant, based upon their experience and specific information obtained from the Owner, shall assist the Owner in specifying €; the General Equipment, which includes but is not limited to the following: � -- Identification of required equipment, preparation of cost estimate5, and � determination of procurement schedules for long-lead delivery. I ; - ! � ' � -- Evaluation of selected equipment with regard to reliability, � �4 availability, maintenance and code conformance. � � -- Value analysis where required. � � -- Specifications assistance in procurement of special equipment. 5 1.4.4 Review written comnents from the Owner and UMTA staff and incarporate y '� revisions authorized in writing by the Owner in Contract Documents. j � � . ......�,...x....,-.--..--._._.._.__�..___._._ _._....,.,------._.... ._,..�---.._..._._.__..__,..._�_..__�-- ' � §:.k;i' . � _ _ 1 . �: _ :,;�,} . i . !F�4L4 . . ' . . ��t , � � 1 " - ::,� � . �� ,� i ...xp;:: Y:a. . .. � . . • � ..!'l � ' . . 1 �Y��, = . . . �'�'� f�� . ' .,. � _F��,i�:...`��.. , . �i�'��>:1�.�.]� . '�.c.r'r':.::�:'"�r�� _ . . . . k�3! ,M:ti � L s�y�- � f :�{ ' , t-'�a.:�, ' �5 `.ii.� �::� S��,:,.' ;..� . _ �.�.�� ; * ;_.� !.`- i ��"� - - �. �' ;:�) ' � t. T��r��S�.�'r..a'...:^!:!�'irt;c3L",iSi!�,l�b:e--;..ns,_...> ��:. m.r �� ,. � . ,_zev:� .��y.,.a,-_sna.a.�.�an-.i«.-,�-,s..,....,,�........,,,._..._._.._....._ :.rnL - . ��fi�lW�.� 1 .• , • . . � . . �� . s��. . PITKIN/ASPEN-ROBBINS R REAM, INC. xs�',��.: , 4 TERMS OF AGREEMENT BETWEEN OWNER & ARCHITECT `��''`1�` � . Page 6 of 22 � 1.4.5 Prepare a Design Developnent statement of probable construction cost. If ! the probable construction cost exceeds the established budget limit, the Architect, � and the cost estimator, with the assistance and cooperation of the Project ;� � Director, will identify design and specification changes required to bring costs . within budget limitations. Owner's approval of the Design Developnent Phase will include this list of changes as required for the project. The incorporation of _•� these changes into the contract docunents will then be accomplished during the ' � Contract Document phase. If the estimate of probable construction cost exceeds the budget limitation by more than 15�, the Architect and its consultants shall make revisions as required.to bring cost within said 15q limit without canpensation for • the time required. D�rect expenses required would be canpensated per Article 5. ; i i :� 1.5 CONSIRUCTION DL'�UMENTS PHASE � '� 1.5.1 Based on the approved Design Developnent Docunents, and any further �� adjustments in the scope or quality of the Project or in the Project Budget as � '� authorized by the Owner, the Architect shall prepare, for the approval by the " ��" � Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. `1 1.5.2 The Architect shall assist the Project Director in connection with the �:j Ovmer's responsibility for filing documents required for the approvals of �� goverrmental authorities having jurisdiction over the Project. � �j %� �'� 1.5.3 A Statement of Probable Construction Cost shall be prepared by the `� Architect when contract documents are at 50X canpletion. 1 5�: l:. I. 'i.� 3' . _.__.�;<�' 1.6 BIDDING PHASE �' ��'! 1.6.1 The Architect, following the Owner's approval of the Construction E;� Documents and of the latest statement of Probable Construction Cost, shall assist � � j;. the Project Director in obtaining bids, and in preparing and awarding construction � 'j contracts and other necessary forms. `I �� 1.7 CONSTRUCTION PHASE -- ADMINISTRATION OF THE COMSTRUCTION CONTRACT �� ':� 1.7.1 The Construction Phase will comnence with the award of the Contract for ��.i Construction, and together with the Architect's obligation to provide Basic `i Services under this Agreement, will terminate when final payment to the Contractor �� is due. , �.,; '�� 1.7.2 Unless othervrise provided in this Agreement and incorporated in the i '"� Contract Documents, the Architect shall provide administration of the Contract for � Construction as set forth below in UMTA fuidelines 4220.1 or in the edition of AIA . `:� Document A201, 6eneral Conditions of the Contract for Construction, current as of � ' `•'� the date of this Agreement. � � 1.7.3 The Architect shall be a representative of the Owner during the � �?�," i � Construction Phase, and shall advise and consult with the Owner and his Project ; Director. Instructions to the Contractor shall be forwarded through the Architect. � r,:;'� The Architect or his representative shall have the authority to act on behalf of j the Owner only to the extent provided in the Contract Documents unless otherwise a� modified by written instrument in accordance with Subparagraph 1.7.16. : �ti f � � ( � _ � ..__.._____. �__...._...._...__.._�_____.._..___------: .S t . ..,...............�...•+.-++.+., .,—.- ..._...�._._.... �"'" � . � � '�:+ - � . �� ,:„. � . . . . • ` . . . " • ' i �';?"�ut h, 1 ;-�'i?:�i�2. . . � - . ,� � � � Y k � , �� . 1 u w- •,fi: .. _ -�:,..•-, p . . �ti.K:..r:r..4�g - . i�ti,....i�,;�Y . . � . . M �4 ? ,� ' r;�F��, - � � .1'�q,,.,:.,, �-� ...�`;�.,fti. *.�'•<�' � '� �'4.�.•'� � +'�a �' I. � _ � � -=--�� t;h 7. r �� I<'= '�� . � ��.�< . �. .. ._ a � � . �4!�+�...��iu.'�"n.� 1�-:.i"'ii.�'�.'�..r+'.�i"J.�mi�:3WL'i:�tr.ta.�.� -` e.+...:t�.u1S`x+isN.iS�r;z�''r�r�'1!fn�YiMt�K?.s�`i�N�.�+u�.:�.�.:f�iw��4Y:£s;r��..wx3�'��f��_�12�k�,.�xY' f��. �'{ ..'' . y��'�, ��...;. :' ka�«y>•+-_`�•r�', � PITKIN/ASPEN-ROBBINS & REAM, INC. �'�':'`�� TERMS QF AGREEMENT BETWEEN OWNER & ARCHITECT Page 7 of 22 1 J.4 The Architect shall visit the site at intervals appropriate to the stage � of construction or as otherwise agreed by the Architect in writing to become � generally familiar with the progress and quality of the Wark and to determine in ` general if the Work is proceeding in accordance with the Cor�tract Documents. � However, the Architects shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of � _ . such on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the :� Owner against defects and deficiencies in the Work of the Contractor. ' i 1.7.5 7he Architect shall not have corttrol or charge of and shall not be ' responsible for construction means, methods, techniques, sequences or procedures, � or for safety precautiorn and programs in cennection with the Work, for the acts or � omissions of the Contractor, Subcontractors, or any other persons performing any of � �� the Work, or for the failure of any of them to carry out the 41ork in accordance �., �1 with the Contract Documents. • �l � 1.7.6 The Architect shall at all times have access to the Work wherever it is �S in preparation or progress. � 1.7.7 The Architect shall determine the amounts aving to the Contractor based ' �, on observations at the site and on evaluations of the Cor�tractor's Applications for i ', Payment, and shall issue Certificates for Payment in such amounts, as provided in � r� the Contract Documents. �� I � 1.7.8 The issuance of a Certificate for Payment shall constitute a representa- �. __._ ;,� tion by the Architect to the Owner, based on the Architect's observations at the �' , ( site as provided in Subparagraph 1.7.4 and on the data comprising the Contractor's �� #� � Applications for Payment, that the Work has progressed to the poirtt indicated; ! that, to the best of the Architect's knowledge, information and belief, the quality ;, �t ;j of the Work is in accordance with the Contract Documents (subject to an evaluation 4 of the Work for conformance with the Contract Documents upon Substantial �j Completion, to the results of any subsequer�t tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate for Payment)• and that the Contractor is entitled to payment in the amount i certified. However, the issuance of a Certificate of Paymerrt shall not be a representation that the Architect has made any examination to ascertain how and for I. what purpose the Contractor has used the moneys paid on accou�rt of the Contract Sum i�`� or that the certificate represents a guarantee of the Contractor's work. ir 1.7.9 The Architect shall be the irrterpreter of the requirements of the ( Contract Documents and the judge of the performance thereunder by both the Owner I and Contractor. The Architect shall render interpretatior�s necessary for the proper execution or progress of the Work with reasonable promptness on written 1 request of either the Owner or the Contractor, and shall render written decisions, � within a reasonable time, on all claims, disputes, and other matters in question between the Owner and the Contractor relating to the execution or progress af the ` Work or the interpretation of the Contract Documents. � , , i 3 !'' 4 �1 . __.....:.. _::..,.u��.,�.. . \e � ....-- _.....__._,_.___��.------'--_...__.°-------------------------- � � � _ �,S _ � ��f . .. , - • . . I .S 5:��ii:...�,�.".� . }:Yi:":':�:,,"'.� . ::1 �s � �� : . � ��t i � " 1 { : ��/.:v ��!}�� . . .. . � �. ��"" � ) ��` M1'.t' � � . µ�W ? 5�:` 4� � f' =�. Y.I� �L' 1 � , � '� ��{�... . ' . :� 1 }.. ' ` *� �� k-:::�:_;:::".?'1 �;�,xi�i,;` . ��'�s...�'.��t',..:1�-z,:x�r. ,�. _. .,,_ .. . , �� , ...c.�:J..e.7�s.iw.t._»...-.,xt&�r.N,,..n... t..,.....�....,...� y.�....�.._�m:irri�i�4ir:.t�3in�y�ro+sew.�.y�ar�i.+-'.soic:C.Lii:i.mwSswwa:G�,aKr a � � • • _ , . µ•��.,��-,._ . ' �`ti,�Y :�- y � PITKIN/ASPEN-ROBBINS & REAM, INC. tfiri'`."�,�;;; ;;," TERMS OF AGREEh£NT �TWEEN OWNER & ARCHITECT Page 8 of 22 1.7.10 Interpretations and decisions of the Architect sha71 be consistent with � the inter�t of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, tfie Architect ' shall endeavor to secure faithful performance by both the Owner and the Co�ractor, � and shall not show partiality to either, and shall not be liable for the result of any ir�terpretation or decision rendered in good faith in such capacity. 1.7.11 The Architect's decisions in matters relating to artistic effect shali be � � final if consistent with the irrtent of the Contract Documents. 1.7.12 The Architect shall notify the Owner of any work which he observes does " not conform to the Contract Documents and, upon instruction of the Owner, may ; reject such Work on the Owner's behalf. Whenever, in the Architect's reasonable ; opinion, it is necessary or advisable for the implementation of the irttent of the ; ; Contract Documents, the Architect will have authority to require special inspection i or testing of the Work in accordance with the provisions of the Corrt ract Documents, !�3 �� whether or not such Work be then fabricated, installed or complete. �, �` ... t �. 1.7.13 The Architect shall review or take other appropriate action upon the � �� required Contractor's submittals, such as Shop �rawings, Product Oata and Samples, � � but only for conformance with the design concept of the Work and with the informa- �, tion giver in the Contract Documents. Such action shall be taken with reasonable " promptness so as to not cause unreasonable delay. The Architect's review or � � comments, as respects a specific item, shall not indicate approval of an assembly ; i: of which the item is a component, nor shall it reiieve the Contractor of his ��f 4 responsibility for the means, methods, sequences, or safety of the construction. , �•�:; �,°(� 1.7.14 The Architect shall prepare Change Orders for the Owner's approval and �_ `� execution in accordance with the Contract Documents, and shall fiave authority to �� :I order minor changes in the Work not involving an adjustmerrt in the Contract Sum or � an extension of the Contract Time which are not inconsistent with the intent of the � # �;� Contract Documents. � r,, �I 1.7.15 The Architect shall review the work to determine.the Dates of Substantial Completion and final completion, shall receive attd forward to the Owner for the Owner's review, written warranties and related documents required by the Contract - Documents and assertbled by the Contractor, and shall issue a finai Certificate for Payment. This review of the work shall consist of visual observations of i �: materials, equipment, or construction work for the purpose of ascertaining that the . �i worY, is in substantial conformance with the Contract Documents and �aith the design � ` intent. Such review shall not be relieve the Contractor in any way from his f+� obligations and responsidilities under the Contract Documents. �; ; � 1.7.16 The extent of duties, responsibilities, and limitation of authority of { '�'i the Architect as the Owner'5 representative during construction shall not be " ' �.''� modified or extended without the written conser�t of the Owner, the Contractor and � � the Architect. � �� I.7.17 Progress Reports: Submit to the Project Director on or before the tenth i ;�� of each month a report or reports which describe the project status with regard to E (a) progress of construction, procurement, or installation of facilities; (b) cost � and schedule of the total project and of individual subcontractors all to be r �,'� furnished by the General Contractor. Each report shall include progress achieved, ; ; initiated, imnediate goals, scheduie variances, if any, and schedute recovery �,-; ; � � activity being effected. c � ��"� y : .._-_�_..._._,_._.,�._. . �..,...._ _._,._.._...�,_... _....___._.._.._____----_�___.___._ { �� . _ � � �� . - . � � �� I 4 �� t •. � � �� +r. 1 � 1 4 — 1 e ,.;� 1.:. �'(.!i �. • � : � �A� �� o. �i.,� �';'.. ��Y�� . � . t.. �'.� e• . �. - , � - S�::r,::� . . . � . k ' '.� � 4�as�v s '�� (1 '�^�"� .^s r �...� • m-ar,ae,s-.r� � ��s�w.ti.r� r:�'rn�C3:'-`a...�;:-��a..�._x:.,R:'�b .,.. .__.........._-:::;�a:w_.wzssac��..y�:x• ��;h�E�, � , ,• . � ro �� yaa`�f:.::•,:.�.�,. � � � . 4"�Yy.t�_'�.�;�. �S? PITKIN/ASPEN-ROBBINS & REAM, INC. �';�..4:.: TERMS OF AGREENENT BETWEEN 04MER & ARCHITECT Page 9 of 22 Report shall generally include the foll�wing: � 1. Progress narrative 2. Network report 3. Activity start/completion schedule ' 4. Schedule exceptions - 5. Milestone report . __ 6. Engineering/shop drawing schedule 7. Cash forecast 8. Budget item summary 9. Task account summary (as applicable) ' 10. Required action report 11. Budget history report , 12. Outstanding obligations i ,. 13. Progress photographs ' � _ 1 .8 SPECIAL SERVICES r �T The following services are not included in Basic Design Services. They may be provided if authorized cr confirmed in writing by the Owner, and they shall be paid �� for by the Owner, as provided in this Agreement, on a cost plus fixed fee basis, in ; �� addition to the compensation for Basic Services. I �" i r�� 1.8.1 Providing environmental studies, and preparing special surveys, studies i �: and submissiore required for approval of governmental authorities or others having � �:r,; jurisdiction over the project. 4;, `�"' 1.8.2 Providing services relative to future facilities, systems and equipment 4,�`�:: which are not intended to be constructed during the Cor�struction Phase; for � ;°' example, future new facilities on site to be constructed by Owner. �i ��t�= 1.8.3 Preparing documents of alternate, separate or sequer�tial bids or �:., l �;::; providing extra services in connection with bidding, negotiation or construction a � prior to the completion of the Construction Documents Phase. `_ 1.8.4 Providing coordination of Work performed by separate contractors or by I s;;•� the Owner's am forces. � 1.8.5 Providing Detailed Estimates, i.e. detailed quantity surveys or � t;:;� inventories of material, equipmer�t and labor. I ' �'_�+ 1.8.6 Providing interior design and other similar services required for or in ; �;� connection with the selection, procuremertt or installation of furniture, � x� furnishings and related equipment. + �.�� '_ ' ��>�� 1.8J Providing services for public presentations to comnunity organizations or ;, �T.' �S'"�� citizen committees. I 1.8.8 Making revisions in Drawings, Specifications or other documents when such s •��`�� revisions are inconsistent with written approvals or instructions previously given, �� are required by the enactment or revisions of codes, laws, or regulations i:�' subsequer�t to the preparation of such documents, are due to other causes not solely �J;! within the control of the Architect, or due to change in program or scope when s directed by Project Director or Oamer in writing. �.�;� : ;';� . � y�,��. � _- ------------- ____' " � �.�. ...._.._..._..r--.--- -__..___ �� , ; _ � : �` ' - " • i r��` {'♦ � , Y 1.� � � � . ' . . � aL/ ; . rst;ti�:.�...:. . . . ��w:t��.: I I u a.k �4�, . � 3 x� 1; y., . � .. � � � " � ,.`.t!;ri�.,_��'.�. . . . - . � , .;,�_r�ii�!S` - . . � a �g�r�, . - � � . . d`�1� l .. . . �g�`r�`,_,�;,;;`s •-- �.... � u , � ; � �, "� L�.� � �:.-� . f : - ��. .� _____._ r .� � , _, 1 � '��j � �:.,��, � _ . � ��..:._..4.:.:,.,....:�.:�,.-.:� :—r- . r:_�_ .,.. ... :.__,: -.,�..,.x_.,a�,R-��R.�......_�Y:.,�;.�,��,,,.�,��:.:._�. , f? , ' ��th il� .. .. � �'f1f � ._. �, PITKIN/ASPEN-ROBBINS & REAM, INC. �s'" .•`� C;,'�.:..; . TERMS OF AGREEMENT BETWEEN OWNER & ARCHITECi �: Page 10 of 22 ��:. ' �_�: :•y; 1.8.9 Providing consultation concerning replacement of any Work damaged by fire -� or other causes during constrvction, and furnishing services as may be required in $, connection with the replacement of such Work. �i.4 4~e s 1.8.10 Providing services made necessary by the default of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of �� performance of either the Owner or Cor�tractor under the Cor�tract for Construction. L� ;�: 1.8.11 After initial briefing, providing extensive assistance in the utilization of any equipmer�t or system such as initial start-up or testing, adjusting and � ;- balancing, preparation of operation and maintenance manuals, training personnel for = operation and maintenance, and consultation during operation. ��!u - �: 1.8.12 Providing services after issuance to the Owner of the final Certificate ��e�? for Paymznt, or in the abscence of a final Certificate for Payment, more than sixty k % days after the Date of Substantial Completion of 4lork. �s. •- E ., � � 1.8.13 Preparing to serve or serving as an expert witness in connection with any ��" public hearing, arbitration proceeding or legal proceeding. 4 ��'` 1.9 TINE"A� TERM OF CONTRACT � ' F:: �`w C��;; 1.9.1 The Architect shall perform Basic and Special Services as expeditiously �'' as is consistent with professional skill and care and the orderly progress of the � ;�= Work. As re uested b the Owner, the Architect has submitted and the Owr.er has t;.:. Q Y �� approved a schedule for the performance of the Architect's services which may be ' ��'�:` adjusted as required as the Project proceeds, and shall include allowances for � �? periods of time required for the Owner's review and approval of submissions and for � ~'�fr.` approvals of authorities havin i #, . g jurisdiction aver the Project. This schedule, is � : predicated on receiving written authorization to proceed with full services on the , � date indicated in the schedule and, shall not, except for reasonable cause, be � � ' exceeded by the Architect. See Attached 3chedule (marked as "Exhibit B" with � � 1 Amendments). The first work session is to start 16 November 1981. The terms of ''>:I this agreement are in effect urrtil 32 March 1984 unless otherwise terminated under � the conditions by Article 12 "Termination". Special services that may be � ;:'>:') authorized by the Owner may extend this Period. ! ��'�;I � i r. � k�;"� ARTICLE 2 ( �', THE OWNER'S RESPONSIBILITIES � �;=V� 2.1 The Owner shall provide available 9nformation regarding requirements for ' � the Project includin desi n ob ectives and constraints and criteria, such as s ace �� '� 6:;i 9 4 J P ::`"-+ requirements and relationships, flexibility and expandability and site � � requirements. ; �"'�!,i 2.2 The Owner shall provide an initial budget for the Project to include j � � contingencies for bidding, changes in the 41ork during construction, and other costs ' which are the responsibility of the Owner, including those described in this ;�- Article 1. The Owner shall, at the request of the Architect, provide a statement �"��' of funds available for the p�oject, and their source. �A I � - ... __.___'_�_._�.�_.........�:__...�...._...-+-.-.""" ' ._..._y...�..,._ -_.._._....-�_.._..__..._---_----_. ._ k+ �at� ! I �1 'Y4i�.` . ` ` . � ' j $ I J �t .�,i � 's� �`� 1 . ��:i��-- . � �=:" " G�,• • i � � 3.�r,f` �'F'•, . _.��a;�,.-r�j",�� . . i t • � �� ''z ;� � �•::: >. '•'; . },:: . � � �_ . _ i �t rl,� . j � �ef�:�i.�� k p : ; -y� . �y' i�~�Q]��-.�5�rTSrf,i�.;J�;{� !,. ; �J� .tF r.:'��f . ��.'w i� -.�� ✓} �r'l�'a�:.�n.pC } trS't•�r� ux Q(t�TT`�}.�7nY �'-� ~y�. •%.31`2'2'f{}�..�:a.:.,:a....f�'M+f:f+��l.lACitty!':d�C+�hSR:nc:tsrrr o�.y:..u'sJ�s``�}�.u2{�A.:•.,sxaWkw::l.+6Xi'4�i rb�3��-'vk.�.'� . . ° ✓�'�n}SSG o . .�..:i....:'. {� S � PITKINJdSPEN-ROBBINS & REAM, INC. �F�' '.%' TERMS OF AGREEhENT BETWEEN OWNER & ARCHITECT 1 � �' Page 11 of 22 k. fy-�,- `' ,;. 2.3 The Owner shall designate a Project Director authorized to act in the :;�. Qwner's behalf with respect to tfie Project. The Owner or such authorized � ��°� representative shall examine the documents submitted by the Architect and shall i '� render decisions pertaining thereto promptly, to avoid unreasonable delay in the ; c� progress of the Architect's services. � �] 2.4 The Owner shall furnish a legal description and a certified land survey i" _ ;;:� of the site giving, as applicable, grades and lines of streets, alleys, pavements ,,� and adjoining property; rights-of-way, restrictions, easements, encroachments, =� zoning, and design and environmental cor�trol regulations governing the site, deed • restrictions, boundaries and contours of the site; tocations, dimensions and y complete data pertaining to existing 6uildings, other improvements, water courses I ?� and trees; and full information concerning available service and utility lines in i � both public and private, above and below grade, including inverts and depths. � � 2.5 The Owner shall furnish the services of the soil engineers or other � a consultants when such services are deemed necessary by the Architect. Sueh � • ' services shall include test borings, test pits, soil bearing values, percolation ��;_ � �� tests, air and water pollution tests, ground corrosion and resistivity tests, i ='. including necessary operations for determining subsoil, air and water conditions, with reports and appropriate professional recomnendations. i � � �" 2.6 The Owner shall furnish structural, mechanical, chemical and other F`i laboratory tests, inspections and reparts as required by law or the Contract � �:� Documents when required by the Architect. � `�`' 2.7 The Owner shall furnish all legal, accour�ting and insurance counseling ��''�= services as may be necessary at any time for the Project, including such auditing :` services as the Owner may require to verify the Contractor's Applicatior�s for ��:� Payment, or to ascertain how or for what purpose the Contractor uses the monies � �� paid by or on behalf of the Oriner. i;! r..:� 2.8 The services, information, surveys and reports required by Paragraphs 2.4 �, through 2.7 inclusive shall be furnished at the Owner's expense, and the Architect � shall be entitled to rely upon the accuracy and completeness thereof. � 2.9 If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents, prompt written notice i thereof shall be given by the Owner to the Architect. � �' � 2.10 The Qwner shall furnish required information and services and shall � k render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and of the Work. � 2.11 The Owner and his staff shalt furnish available information as to the i � ' �'� present irethods of maintenance, repair and operation of the existing busses. . �+ � � � „ f �*' ! !: i - � � � - ..-- , ._._._....�.,��_ -^..___ - _ _ _! � �'�w r, _ _ � � � �� ?�� . - • i �L�:. L:-. . . . . S�Lh �{ � � �� _` ' . . � � � 1^ �e14 ' .. . . . . . � � y ..•t , . . . . , �il�,•'" . . - I `d + h S iw fM i�.W . . . . `.7`.'.,`�"'1:�,, . . . .e;..'s2+��}',i . . . �`�`t n7'.:�5,' �il"y'Sµr..`'S � . - .. .+5.�«E lir�. � � . . ��. ';_�+'`i ; �';;:�: _"�� 1-� � � "j. ._. ._.... d. ..... .... ....... _ _ . .4. _.._.�.. _... ....__..._.......e.-,. I - � , • � � � I � {Y"�t�f, ] '�Po��.�n'1'"'�i.i.:.:l'_`.�ai�'t�°t'�..If.G.Fx�r-.�t�srt�f.�ase�iw��i e7� ..:�.•..._�J.e;e� .�f,'..i.an'r•nT�tSl:'s�S�i�+b':��:'��".a�i".r�c."`i.rw.c::'1��'ti��;".iTi:�.17�"+...�:y.�� . . fj ��EM�{ �;� PITKINJASPEN-ROBRINS R REAM, •INC. '��'�; ,� �TERMS OF AGREENENT BETWEEN Ok'NER & ARCNITECT ��''.��':' � "� Page 12 of 22 �:' ��,:-. ;� i; � ARTICLE 3 ? CON STRU CTI ON CO ST �::� . . P,� 3.1 DEFINITION OF CONSTRUCTION COST �. �-i 3.1.1 The Project Dfrector, the Architect and its consultants shall estimate the amourrt of all non-construction costs of the project and deduct this sum, with E an appropriate contingency, from the Program Budget to arrive at a net amount : '. - -� ''� available for the building construction cor�tract. The Architect with the cooperation of the Project Director will then adjust, according to his best judgement, the basic building program and building size to conform to the funds • available for project construction. This revised program and project scope will be � submitted to the Owner in writing for review and written approval. Corrtract - documents will identify additive alternate prices for additional building spaces which will augment the basic program if funds are available for their inclusion. ;�� lat �' 3.1.2 If substantial changes occur in the construction industry or in the national economy which would have a significant effect on the probable constr.uction !' �' cost, this adjustment of program scope shall be repeated, as necessary, to keep probable construction costs in line with funding available. � ��-� 3.1.3 If the Project budget is exceeded`by the loviest bona fide bid, the Owner �;-; shall (1) give written approval of an increase in such fixed limit, (2) authorize C�� rebidding or renegotiating of the Project within a reasonable time, (3) if the project is abandoned, terminate in accordance with Paragraph 6.4, or (4) cooperate � ��"' in revising the Project scope and quality as required to reduce the Construction �'" Cost. If the lowest bona fide bid for the project construction cost as defined = �:;: �:cti:: above exceeds the approved probable construction cost by more than lOX, the �_ --- •�' Architect and its consultants shall revise the contract drawings and specifications � [ if required, until a bona fide bid is obtained within said 10� limit, without #L,:_� compensation for the additional time involved except when circumstances described in 3.1.2 have occured in which case compensation shatl be made. Direct expenses as � �i` defined in Article 5 would be compensated. �:';: i ,, ^ 3.1.4 If the Bidding or Negotiation Phase has not commenced within three months ; after the Architect submits the Construction Documents to the Owner, any Project j budget shall be adjusted to reflect any change in the general level of prices in ! �;�1 the constrvction industry between the date of submission of the Construction � Documents to the Owner, and the date on which the proposals are sought. _ ; ��, ��.:- �° ARTICLE 4 � : r DIRECT PERSONNEL EXPENSE (DIRECT LABOR) � . �'.i �.� ''' 4.1 Direct Personnel Expense is defined as the direct salaries of all the � ;.,'1 �`�� Architect's and consultants' personnel engaged on the Project, and the portion of � � the cost of their mandatory and customary contributior5 and benefits related � �'� thereto, such as employment taxes, and other statutory employee benefits, =`�� insurance, sick leave, holidays, vacations, pensior�s and similar contributions and ; benefits. � ty� ; ��' ? I f� �,.-,_.........-.•.. __� ....._�__._,... - -------- -_ . i , , .�v, � . 4 . y�. . . . . � .� JI .1'}-0 . . ' � _ _ ' . 1 �'6.-:'S"�'.-G�- � . , • . � ��^'x,::f:�+ . . ' nr.:�:c�.,:-] . - . • ��l " � l.+C L 4:, . . ' . . �� r t�Ay.;;.�,,,, , . 'y�i . sat'� � �r�±s+;r_�4> - r :.�,��,;" ui�`;:t:;,,;�:t � . . � , qc `. �.`,a• . . .. .. $` r�. t- • ��x�Ar 1 �x,�.��r�-:;sy;�: ,y'>��'....?:: �J •yt`' I t:;�'1:" -�`>`:::� � j . . �. � �_ — ��„�..�,..�.�,�a.....� . .:� S .;; � . � � �•'^{ .�i' . f �'rt ;� f , . f��',ty,� ,,yF�._.� .( i�.� �r. .. . r .. . . { . ._..- ...:- +,S"t��4 '�N� v�-, i ��` r,L�. � sy��, �,::r- _... _ '�''n�.. '�.-.E�t:�;'.,as.-..E,�i:;i�ii�ettkiza�iJlFxu.i.4�avr:sa.m .,�:r..�eixi'�.�x!aKa✓it+,'�e;�i�trewAt�lFi7�97t:n�wsrs:.��+w@ra8i�:i.'";�..`�a}�` `�'P)r '.. . � '� w i�.;��. ;� r.,�:�d!.-;.� �; .pf�iNfaSPEN-ROBBINS R REAM, IMC. ��it:;�',•, ,z;� TERMS OF AGREEMENT BETWEETJ 04AdER & ARCHITECT �;�:'�S';. Page 13 of 22 r� f,; i-� ARTICLE 5 , . DIRECT EXPENSES 5.1 Direct Expenses are in addition to the Compensation for Sasic and "�+ Additional Services, and include actual expenditures made by the Architect and the i Architect's employees and consultants in the interest of the project for the expenses listed in the following Subparagraphs: , _ `�: " 5.1.1 Expense of transportation in connection with the Project; living expenses in connection with out-of-town travel; lortg distance cort�nunications; and fees paid �s for securing approval of authorities having jurisdiction over the Project. � ; 5.1.2 Expense of reproductions, postage and handling of Drawings, Specifi- :• cations and other documents, exc7uding reproductions for the office use of the � .;r{ Architect and the Arcfiitect's consultants. � �',`; 5.1.3 Expense of data processing and photographic production techniques when i • used in connection with Special Services. =A � 5.1.4 If authori zed 9 n advance by the Owner, expense of overtime work requi ri ng higher thart regular- rates. �; 5.1.5 Expense of renderings, rta deTs and mock-ups requested by the Owner. �- °�' S.1.6 Expense of any additional insurance coverage or limits, including �'= � ��-; professional liability insurance, requested by the Owner in excess of that normally +� carried by the Architect and the Architect's consultants. ' ,.`;�en: � . r , : �F-� �'... : ` ARTICLE 6 : � ,;;; � �;"= PAYMENT TO TNE ARCHITEC7 6.1 This is a cost plus fixed fee contract - see Exhibit C which itemizes all direct costs, including the maximum contract limitation. � 6.1.1 The Architect sha11 be reimbursed by the Owr�er for its direct and i .� indirect costs that are properly attributable and allavable to the Project as are �r, actualTy incurred and are supported by accompanying records, receipts, expense � `� accounts, and other invoices in accordance with federal Procurement Regulatio� in �� eff ect as of the date of this Agreement. Monthly progress payments shall include i !�" an amount for indirert costs calculated using a provisional overhead rate. Upon F9-µ ; completion of the Agreement, a final determination of the Architect's indirect i costs as actuaily experienced during the period of the work will be made in ( � ' ' �`'� accordance with Federal Procurement Regulations. � c.� I 6.1.2 The Architect shall receive payment from the Owner for total costs and .(Ii expenses incurred on a monthly basis. The fixed fee will be prorated and paid ) � month7y in proportion to the percer�tage of the work co�ieted by the Architect in � � accordance with an agreed Project Management Reporting System. The amounts shown on ,3� the Fee Schedute, Exhibit C are cumulative, by phase, so that amounts not required ; in earlier phases may be charged, if required, in later phases. �t j �� : $ � � : .__.. �..:...:�.. ..,....__._.._._.__.._..____._. __.___. _ _ - � --__._.�.�------ — ` � � '" ' � . L� .. . � . . . I . . .: l�: ' ' � � . . . . �yn . . � . . . a. '' � S : l : ; � L �� 4yy F : . . . . . . . . � • �lFh1 �a - . - • �c._ 1 � ZC� '� � . . . , �iti.' i:'i�" . . . .. . �:2Te.,•,;.. . •�s�i' ;<'�:•, ';; � ' ;, �Y i. � �� 1 �� t C 1'� j N,'�}� �.�,��. . ,�� . ...,.�.._.w.... . ......... ...... ___..._ ....__'._r.—�.. "i:i4�YlsiiMYMi�liYiil b .°'—... I ,_..... ....__.... ._.. . .rvr _.,v.�rv�.se�.vs... ; { . I i �f�' ;.;� - . .. . �1�'�'�4�fWVC�..as�-�.,�i�ide[L'.{�'ti�f..n� +e:i.....r.f�r.ir� �.�tn. .. _ .'�,.1.:.e...=f'.'i.?�n`.�tif�:i}JliiTrwiw...A.a.e.:.�:Y��u�,�.«i[a'a�T+;�k`n1i.u<�c `�� a� ,}� � - ��i ��L"�ty�.:.: � PITKIN/ASPEN-ROBBINS & REAM, INC. ��' Lr 1`� TERMS OF A6REEN�ENT BETWEEN OWNER & ARCHITECT ! Page 14 of 22 6.1.3 Payment to the Architect will be made promptly after receipt of appropriate invoices, but in rro event later than thirty (30) days following receipt F of the Architect's irvoice. � � 6.1.4 Based upon a mutual cor�ception of the effort required to perform the tasks set forth in this Agreement, the Orm er and Architect agree that the total _ .;� compensation for Architect's services for the producing and delivering of designs, 1 plans, drawings and specificatorn for the Projecf: shall not exceed Three Hundred 1 Forty-Six Thousand, Five Nundred Dollars ($346,500.00) and sfiall not exceed Three ; � Hundred Twenty-Four Thousand, Four Hundred Forty Dollars ($324,444.00) for ' providing program analysis, construction cost analysis, life cycle cost estimating, � tool and equipment specifications, industrial engineering, landscape design, civil ; - engineering, energy conservation service, construction administration services as ; ' defined herein. If the Owner and Architect agree, an adjusted budget, scope of ; �• work and compensation for professional services will be negotiated on the basis of � a detailed analysis of work necessary to complete the required services. � .. E ., g.. 6.2 COhPENSATION FOR SPECIAL SERVICES f � i , 6.2.1 The Architect shall perform for the benefit of the Owner special services. related to the Project as agreed. A revised total fee estimate, scope of services � and project schedule will be neaotiated; however, the Architect shall not proceed c:� vrith the special services beyond the scope of work as defined in Article I of this F� Agreement, except by separate written authorization by the Owner. E' 6.2.2 Should the Owner find it desirable or necessary to revise portions of the ,� �<< work previously completed, to substantially amend work yet to be performed, or �_ '"`=�� should the Owner determine that any of the reqaired data which are to be provided f" ' � to the Architect under this contract cannot be delivered in the form and withir� the t #t schedule necessary for the Architect's work, the Architect, subsequent to timely ; � �;� written notice and mutual agreement, shall accor�lish such revision or amendment � �, hereinafter referred to as special services if requested and as directed in writing by the Owner. Payment for special services shall be in accordance with the provisions of Article VI. An appropriate adjustment in the fixed fee, maximum payment and schedule shall be made by mutual written agreement of the parties. 6.3 PAYhENTS k�ITHHELD i .t 6.3.1 No deductions shall be made from the Architect's compensation on account � of penalty, liquidated damages or other sums withheld from payments to contractors, � �;, or on account of the cost of changes in the l•JOrk other than those for which the � Architect is held le9ally liable. ' _ � � 6.4 PROJECT SUSPENSION OR TERMINATION � . �� 6.4.1 The Project Director may, at any time, by written order to the Architect, � �' require the Architect to suspend, delay, or interrupt all or any part of the work � f;� called for by this Contract. Any such order shall be specifically identified as a � "Suspension of Work Order" issued pursuant to this Article. Upon receipt of such ( � an order, the Architect shall forthwith comply with its terms and take all ': reasonable steps to minimize the incurrence of further costs allocable to the v�ork � covered by the order during the period of work stoppa9e. Notice shall 6e given in i �� accordance with Article 13.2. S 4` � y .. ....._._._,..._.�...._._....._..._.� -'---..._._'.V'-"---°_._".-_...._.__... ._. - � f� � —.-, T "-•----•`-- � r ��y�- . ' - � . � p�•, i ;,j . . - . . - • . � A ' . Y � � � ;'# Y� ,� i L ' , � ' f f �.:�`;. ; yi,.M„c,_:1.,.;,. . . . �h,, � . . . . . .. sc31-,,':�l.•.;"._sy� . . �� -�.,5 � �. . ?� +..11,.a�,�.,�.! � . . � - � . •'�'!��"`�N":i:, �„F::'� gr.�t'::.°;._;,ti , F,� .,1 � ,1. ...__. __,� --__ �. ., _ � s., , � �� ' ; � , -�� ,, K� • � Ys`y�^.` �.�� . .�a ':� : , . � . , (7 �y��S.i"',�t� -'�`� .�iY3ir�'..A4fr?_S', n.:,r t�e....r...� ,�., .- -.�-..vst,:��....r-�•.�.z�.a�a,n4tec�r.t�e;::;�n.m�.*.w,.��caw.�.....w..�...n.�...�.a...Y.:. j��., :„ . �' PI•TKIN/ASPEN-ROBBINS & REAM, INC. �'��y�r n��; �TERMS OF AGREEhENT BETWEEN OWNER b ARCHITECT ��,��>';"�` Pa e 15 of 22 'T;�"'•`..' 9 umhr.i^r. � - i 6.4.2 If a "Suspension of Work Order" issued under this Article is cancelled, j the Architect shall resume work in a timely manner. An equitable adjustment shall be made in the del9very schedule, the Architect's compensation, or a combination �'; F thereof, and in any other provisions of this Contract that may be affected, and i � this Contract shali be modified in writing accordingly. 6.4.3 If the Project is suspended or abandoned in whole or in part for more �'. than three rtnnths, the Architect shal7 be compensated for a17 services performed . - prior to receipt of written notice from the Owner of such suspension or E abandonment, together with Reimbursabie Expense then due and ail Termination Expenses for a period of ten (10) days after notice is received. If the Project is resumed after being suspended for more than three months, the Architect's � ' compensation shall be equitably adjusted. r 6.5 LATE PAYhtEMTS � �� i �' 6.5.1 Pdyments by the Owner will be made promptly after receipt of appropriate !s . � invoice, but in no everr� later than thirty (30) days following receipt of the �� Architect's invoice. I, ARTICLE 7 � � � C� COLLABORATIN6 DESI6N COMSULTANTS � �'� 7.1 As used in this Contract, the terms "subcontract" shall apply to the � E'� Agreemer�t between the Architect and the Collaborating Design Professionals who are ,= '�`-� members of the Architect's design team. ;�� !4' 7.2 The Architect sha77 notify the Project Director reasonably in advance of �''�� entering i�o any subcor�tract for Collaborating Design Consultants. � �'. 7.3 Each su6contract will contain a schedule of the hourly billing rates of . ;; all key personnel and billing groups anticipated to work on the Project and a budget for the payment to the subcontractor by task. 7.4 All subcontractors shall be subject to all cortditiorrs and terms of this " Contract. ��' 7.5 All subcontractors shall bill according fio the requirements of Article 6 ' "Paymer�t to the Architect" on a cost plus fixed fee 6asis. � � � ARTICLE 8 y . .. �;� �.� �•_� AUDIT AND RECORDS t n +� � 8.1 The Architect shall maintain and the Project Director or his or her I �c;� > representatives shall have the right to, examine books, records, documents, and � other evidence and accounting procedures and practices, sufficient to reflect i �:= properly all direct and indirect costs of whatever nature claimed to have been { "± incurred and anticipated to be incurred for the performance of this Contract. � ��` ;. . I �.. �j�a�Y . . .........,_�._....rr...�....,.�.. ' ......,_.,....�.-. '..= p,__.,....�_--_...__,_ 1 '� � . � yy. � 1 c. r- . . � . . . . . ��s? , . . . . �r} ' . . ��{i, � . � .. . . � �� •� � � � e�� . . . .. . . . ��,�;;,' 1 �g�e � r�i�r �.[:M . � iL�'\ . ... . ., ry;`�,1�' . . . . Y-�'�� . � - . y;r `_..�w ��% , �-`�c4�sr f '�.!'x� i ,��.^!f t"J`�.�� + . ��. .±�J�•...r':' . ;.;;_„'�,.,.� �. ,�. `'s Y , E� �-j �<< _ . f,� ��,�'?�"�otk't r�rn« .�s� {,�•.�y�;y��f c ....;�''� fa�4�i .�.� . .r-i t �!.;'1ie'iF�iy!�%r`�y—y, t� '^3� r.-.. --F`•K�' �:`Ir,-�,- � . -: �?!9�tn�i.�:...:d;i:Y�c+.,.�:.V.�.i��i!MIcY��b�"v....K�.�.�'��+cu"t�.,.:,:iw,�.._�:ii+k.`�:�a�..i%��? .wlSv�+�.�.`��:�.��a��a..i�Y.�Y'"'��:LV�f��7..t�(". � ' „��iL:. � Pf1KIN/ASPEN-R�38INS & REAM, [NC. C��"�s � iERhIS OF AGREEMENT BETA�EEN OWNER & ARCHITECT f,,,l;_,,.".�,� Page 16 of 22 . ; 8.2 The Owner or its representatives shall have the right to examine all � books, records, documents, and other data of the Architect reTated to the negotiation, pricing or performance of such Contract, change or modification, for k• the purpose of evaluating the accuracy, completeness, and currency of the data. ' � The right of examination shall extend to al7 documents necessary to permit adequate � evaluation of the cost or pricing data submitted, a7ong with the computations and � projections used therein. In addition, the Architect shali permit authorized � ' representatives of the U.S. Department of Transportation and the Camptroller I . _ -� � General of the United States, the Qwner and the State of Colorado, to inspect and audit all data and records of the Architect relating to its performance under this Cont ract. Architect convenants and agrees that it shall require that any a subcontractor utilized in the performance of this Contract sha17 permit the � authorized representatives of the U.S. Department of Transportation and the Comptroller General of the United States, the Owner and the State of Coiorado, to , inspect and audit all data and records of said subcontracts relating to the ! ;� performance of said subcontract under this Contract. � � 8.3 The materials described in Sections 8.2 above shall be made avaitable at K ' '} the office of the Architect at all�reasonable times, for inspection, audit, or �; reproduction, until the expiration of three (3) years from the date of final payment under this Contract. � �" 8.3.1 Tf this Contract is completely or'partially terminated, the records ' �:` relating to the work terminated shall be made available for a period of three (3) ' ' years from the date of final payment under this contract. j � ��' 8.3.2 Records which relate to appeals under the "Disputes" clause of this �F.;! Contract, or litigati�n or settlement of claims arising out of the performance of � this Contract, shali be made available until such appeals, 7itigation, or c7aims � �t'��h have been disposed of. � �t,, t 8.4 7he Architect shall insert a clause containing all the provisions of this F:;;. � �%'` clause, including this Section 8.+, �n all subcontracts hereunder except altered as ` ��.�� necessary for proper identification of the contracting parties and the Project � ^ Director under this Contract. ,,� �=:! ARTICLE 9 4a . OWNERSHIP AND USE OF DOCUMENTS , ��, 9.1 Drawings and Specifications as instruments of service are and shall `� become the property of the Owner in the form of a reproducible mylar whether the � -" Project for which they ere made is executed or not. The Architect shall be ; . 4"�' permitted to retain copies, including reproducible copies, of Drawings and ' E�'�� Specifications for information and reference in connection with the Owner's use and �• F� occupancy of the Project. The Drawings and Specificatiorn shaTT not be used by the � Owner on other projects, for additions to this Project, or for completion of this � ''°` Project by others provided the Architect is not in default under this Agreement, � �'' except by a9reement in writirtg and with appropriate compensation to the Architect. i . { '�;i� ! ,,.. �;%:i : !.s}+. ( � �, j i � ----- ._.._ ..��,._.�..d.. � . . x��4 ... .-.y..=.,. ..�.. ..._.,..._._•-�•----"'=,-.--._ _ --� i Y-�;^;;,.1:.� .. . ; � . �� .., , . ' . . . . �� _� 4 � � . . .� � � . ...Jl?.:,t_„� � s' � . �L: �a{. ..... . . . . . _ � �,:u ' . .�;�. i.�:,f1LCyt�{,�� 1 {^Rs i'•h� . � - ' . � ''l...p`J��; . :.. ' . . � . '�3:r�:"i-� � . , � ' . - `s:�y.'c'�`.��_,� � . . � . . . �yz�-..t � :.s��A �lL�t� �1^..r�w2'l{Yya, � , ,�•x�::'�ti:�� i.r, i't:: ::t.� �� _ ,�__ __ � �:,,:; �' . ;, ��y . �� ,��_;�f y`S�9+vn�r^rv�m'y�S:`�at...'.'"'`".':!�ii;tsftiE:."'i'�...`K,':.�•,-.�i.C.�.s...,u�,.'ir �...e.-r_..:�w.:... " 7�" � .. . �_ , � . .�_isis W MRRf�M1+fS�S�i.�{� '� u:N�TL`S}+Y�i:+uowl�ew�w�'�'w.�r`Z..��SL ; �S S y � } ��n �! T(j' PfTK�NJASPEN-ROBBINS & REAM, INC. ��..��,,• TERMS OF AGREEN�NT BETWEEN OWNER & ARCHITECT �'r��`::�"':��.�� Page 17 of 22 ��"y�'�"�=: - i 9.2 Submission or distribution to meet official regulatory requirements or � for other purposes in r,onnection with the Project is not to be construed as ! . publication in derogation of the Architect's rights. ; i 9.3 If Owner uses Architect's drawings and specifications for any purpose � whatsoever without the direct professional involvement and control of the Architect, the Owner shall hold Architect harmless from any responsibility in I. connection with such use to include, but not be limited to financial liability and � responsibility for injury or death to persons. � - _ - I • , � ARTICLE 10 i � DISPUTES � ; 10.1 Except as othenvise provided in this Contract, any dispute concerning a � � question of fact arising under this Corrtract which is not disposed of by agreemer+t � . shall be decided by the Project Director, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Architect. The decision of the �, Project Director shall be final and conclusive unless, within fifteen (15) days �� from the date of receipt of such copy, the Architect mails or otherwise furnishes t t; to the Project Director a written notice of appeal. � �:• 10 2 In the event a decision of the Project Director is the subject of an i appeal, unless the dispute in quest9on is settled, such dispute may be settled by ;y � a ro riate le al roceedin or, if the arties mutuall a ree, �� i PP P 9 P 9. P Y 9 through arbitration or administrative process. Pending any binding arbitrative or �;� administrative decision, appeal or judgemerrt referred to in this Article or the settlert�ent of any dispute arising under this Contract, the Architect shall proceed � '�f` diligently with the performance of this Contract. The prevailing party shall be � '' awarded attorney's fees and costs in the event of litigation or arbitration. � ;, ARTICLE 11 DEFAULT � �� 11 .1 The Oviner may, by written notice of default to the Architect, terminate � the whole or any part of this Contract in the following circumstances; provided, }: however, that the Owner agrees to give the Architect 24 days in which to diligently � pursue the curing of the breach. �!, 11.1.1 The Architect shall be considered to be in default if he fails to perforrn - the work called for by this Agreement within the time(s) specified herein or any fT extension thereof, as per attached Schedule Exhibit 6. i ',:� � �4{ � : � k � � ! ' � r ��—. ---- . - �� . ' � .i�a'�; � . . . . � n : . _ . Et t�y; �.. . . � � � � � . . . . . 1 �..., r. . - . . . . ,�';��;,i_'{r.' � . ��! e ;�M1� � , . � . . W , ��r , . ��{ � , � � � �� - �� i{L1F�:e � . . - . . . - 1 . .Q �f,�{,y f� � . . . . s � � . A,��S�� . .. . ' ... � ' . .-��,. . �� . , � � . ��X � Y . -�i¢l�� S<� 1 .. � . . ��j1�ft�`�'�$r' � r.i.Y.��'0.=� . . '�-.1��:F.� ' ��'.-.. . ..� . , -- � ;. ,'�: -:; C � �{��'� L�i v.'ye`� " ' .. f� ��+w+w��.e�t:$.�.:�":15'�le.'S.�iN�.�. Mth�i�w.L:..�...�� ..:....,-. ..-».-:_.-�a.•:�S"�,�aew�a.na4zsln�:�rw+��saw-�..,..h-.,....-...........� q„ k{ � M'��I�hfV't �''. QT1ICI.NJASPEN-ttOBBINS € REAM, INC. `� ' � TERMS Of AGREEhENT BETWEEN OWfVER & ARCHITECT �.""E,��`�,.'�.;�,`':.: Page 18 of 22 1:��`>:�-:r , � ' ' ARTICLE 12 TERMINATION OF AGREEMENT j � 12.1 The Owner reserves the wight to terminate this A�REEhENT, whole or in � - �'° part, for the convenience of the Owner giving written notice specifying the � `� effective date and scope of such termination. In the event of termination, reproducible copies of all finished or unfinished documents, data, studies, � __ surveys, maps, photographs, and reports prepared by the Architect shall become the � - property of the Owner and the Architect shail be entitled to receive compensation for any work done on such documents and materials in accordance with the provisions of this AGREEMENT. , � 12.2 Should the Owner fail to substantially perform its obligations in accordance with this AGREEMENT, the Architect shall thereupon have the right to � terminate this AGREEhEN7 by giving written notice to the Owner and specifying the "� date of such termination. In the ever�t of such termination, the Architect shall be ' entitled to receive compensation for any work done in accordance with the � � - provisions of this AGREEMENT. •� E •• �` 12.3 The Architect shall submit its termination claim to the Project Director i promptly after a receipt of a "Notice of Termination", but in no event later than � �: three (3) months from the effective date thereof. Upon failure of the Architect to j � submit its termination claim within the time allowed, the Project Director may j �'= determine, on the basis of information available to him, the amount, if any, due to � �S' the Architect by reason of the termination and shall thereupon pay to the Architect � � the amount- so determined. If agreement as to the amounts due under termination is ��;�. not reached, then provisions of Article 10, Disputes apply. �_ i `� 12.4 Subject to the provisions of Section 10.4 above, the Architect and the ��:` Project Director may agree upon the whole or any part of the amour�t or amounts to � ` be paid to the Architect by reasons of the termination under this section, which j �w � amount or amounts may include a reasonable allowance for fee on work done; ( t,:� t,;� provided, that such agreed amount or amounts, exclusive of settlement costs, shall j � ` not exceed the total contract price as reduced by the amount of payments otherwise I � made and as further reduced by the contract price of work not terminated as long as i such settlemer�t does not violate any fiederal procurement procedures. If the agreed �=;`: settlement violates any federal procedure the Owner is liable only for those i portions that do not violate these procedures. � .�:.I � �r ARTICLE 13 � Fi�K- ' ' � MISCELLANEOUS PROVISIONS j . �. ��;' � F�;: �: � 13.1 lhis Agreement shall be governed by the laws of Pitkin County, and the State of Colorado. ;;` �,� �t'.' � � 1 � � . --- _ � ,�'y� � � �_7 � - � � +� .sr - . . . . , , _ . . � � Y r � ,"�-f . � . . . . � . . 5�� . . . � � ' �f Y�. � � � � . . � . Z� 1 '�.A . � . yL/ �T ,;'.'i`1} . . � . . I _ . . � - 1r414s.,•{p� ' . . _ . 1 -VR '� �g � . . . � . . L ..+i�i.4. .� . � . � :.s�.3:4s'`_ . -z':_ '��?.' . �� z:..�.�a�� `��A � �}`��`�� r�:;..jtY,iyf:i�.:� 1'�� ''�'. ��..�, . . . _.__ _ ;� , . `;;}�=- , 1 *`� 1 L" 1 ,.Y �"�� Y.��l . : . Frvnw,�?�iR.�'��..w,.� �T .v�1•9imiiW _l.il,L�.IT�.�e�.�aYd~��'w�.u].4� .,i.ri.i�f� .�w_.r.. <.�...�..•-^S'✓.Z�:�A:u�iWffrr��.t��:L'+L.�:Y` ' `"y.rA.!Mnctfn.ne++vr.��ww.rf��.' � . �il`��,7 'i .P.ITKI.NJASPEN-ROBBINS & REA�t, INC. ��n �1° � TERMS OF AGRE E T ��fi'��i•:?"".•_ EM N BETWEEN OWNER & ARCHITECf ��,_,F,.;., .•.. Page 19 of 22 �.;.Y.>r>.: I 13.2 Notices required in this Contract shall be deemed to have been delivered +" five (5) days after having been placed in the U.S. mails, sent by certified mail, ! return receipt requested, addressed as set forth on the Contract Award page hereof, or to such other addresses as the parties may mutually designate in writing. � Notices to the Owner shall be addressed to Jerry Wood, Project Director, � Aspen/Pitkin County Bus Mair�tenance Facility, 506 E. Main Street, Aspen, CO 81611. Notice to the Architect shall be addressed to James Ream, Robbins & Ream, Inc., 212 j . Sutter Street, San Francisco, CA 94108. ; : I 13.3 In rnmputing time under this Contract, the day of the event from which the time period begins to run shall not be included. The last day of the time ! period shall be included, unless it is a Saturday, Sunday or legal holiday in j . Colorado, in which event the period runs until the end of the next day which is not i a Saturday, Sonday or legal holiday in Colorado. When the time period is tess than f seven (7) days, Saturdays, Sundays, or legal holidays in Colorado shall be excluded �- in the computation. I 13.4 Contractual Amendment. Amenc9nents to this Contract as to the Contract �� price, Statemerrt or Work, Period of Performance, or any other mutually agreeable ;��;' i change, shall be by Contract Amendment, executed in writing by duly authorized !•� representatives of the Owner and Architect. The Architect shall notify its insurance companies, if any, of any "Contract Amendments". i �> 1 13.5 Nothing herein shali be construed as an obligation by the Owner beyond any amounts that may be, from time to time, appropriated by the governing bodies of � , � the City and County; it being understood by Lhe Architect that payment under this �� contract rtust be conditioned upon annual appropriation of funds by said governing bodies. Architect, before providing services, shall be notified as to the status � of funds appropriated for services and shall not be obligated to provide services � - "�:` for which funds have not been appropriated. # i�- � ( � ARTICLE 14 SUCCESSORS ArA ASSIGNS 9.. 14.1 The Owner and the Architect, respectively, bind themselves, their partners, successors, ass�igns and legal representatives of such other party with respect to all covenants of this Agreement. Meither the Orrner or the Architect shall assign, sublet, or transfer any ir�terest in this Agreement without the written consent of the other. �; ! ' ARTICLE 15 ' ,;� EXTENT OF AGREEMENT ` 15.1 This Agreement represents the entire and integrated agreement between the � �l Owner and the Architect and supercedes all prior negotiations, representations, or � :� agreements, either written or oral. This Agreement rtay be amended only by written instrument signed by both Owner and Architect. � � � � �'. I i � �__...._.,_ ._._..,�._._.____ - _ . � . ,. � 11 .,�� . .. �s':� �� ` e . �:��': � . _ . � � �i� V.� ' ' . � . . . ' • � . . 1 �'x_i.,�'� ;;:�• . . • . v� � _.Y S., ."w � 'r �� . � . . �� . �� =.' .. - . — �e�:::�+: I c „�.'„M � �' • � � f �� t �'� . ' . M.;:. . �:ti�.:Aii:,�'N:::� . . . �� r '�: . . ... . .. �(!�F',`}w��. .�;'i:tiy . ' - .��tiu,';'+��eF' ' . .. � . }�..kK' ; �ry ssy�.� , . _C'.:'�s v' �'� -,-. `j. � �;�.:,', ,� .�;;;� ;;c' � „",�.� ,,�) F �`,..,.. . ,: . � , _ (t'� ""�Y61CeQ.v�Gi�...•�•....�.ln_:Jit"�Yt +P..'.I'.A � v'�.�� ...".�..•• :Y. :•1Y.ti.-••�`•�'D.IS'.s�TMS�n*raeCi/mcal�.rtw✓.�+iafr.?RW��xs`.*A rtisf<M�Y�fls'u�z_:o�` r S • . • �y��!�� t.� ' .:� �±'t��'�:`'�;`� PITKINIASPEN-ROBBINS & REAM, INC. � �"��;:;.::..: • ',� TERMS OF AGREEMENT BETWEEN OWNER & pRCHITECT y��`y'"t''�-` Page 21 of 22 R� � The Architect hereby certifies that he has made a goodfaith effort ta attain the � goal for minority business participation as specified in the Pitkin County Minority i Business Enterprise Plan. � i 16.6 Subcontract Approval -- The Architect shall furnish to the Owner for his ; � approval, and that of UMfA, copies of subcor�tracts with all the consultants to be i q� employed. _ - ;� � ARTICLE 17 � . I OTHER CON�ITIOMS OR SERVICES � , 17.1 REGORD ORAWINGS -- The Owner shall require the Architect to provide the �; Owner with record drawings, indicating location and size of all undergraund changes � �� not covered in original drawings, change orders, supplemental drawings ur in shop drawings. The Architect shali record such changes on reproducible drawinqs F furnished him by the Owner. These record drawings will be based on information � furnished by the General Contractor for project construction who shall retain � �� responsibility for its accuracy. The Architect shall not be responsible for any errors or omissions which may fiave been incorporated irrto these documents as a • �: result of inaccuracies in data furnished by others. F ;: 2 LIMITATION OF LIABILITY -- The Owner agrees to limit the liability of the �„ � itect and his Consultants, to the Owner and to all cons,t.ruc�i-on contractors and � �� subcorttrac 'ect, due to the negli gen�acts, errors or omissi or�s of � <.(� the Architect and his consu the total aggregate liability of the Arcfiitect and his o all those na not exceed the Architect's �� `,�� tota a ion. Liability for death, bodily injury an e shall f l �f. be so limited. � '� � 17.3 Notwithstanding any other provisions in this Agreement to the contrary, �< � nothing herein contained shall be construed as: � r 1. Constituting a guarantee, �•rarranty, or assurance, either expressed ��f or implied, that the architectural services will yieid or accomplish a perfect outcome for the project; or � � 1 �' — 2. Obligating the Architect to exercise professional skiTl and �t� judgement greater than that which can be reasonably expected from ` — � the average of other architects under like circumstances; or � � � � �� 3. An assumption by the Architect of liability greater than or differing from those explicit in this Agreement; or � � c,, � � i ` 'i� 4. An assumption by the Architect of the liabilities of any other j Z� pa rty. I �� 'b I �� ` �57� � � � � �s : . . . ..u...............�.... r�� + � ` ��+a: , � �t k�� - � ' � � . � )�y� ' . . � • _ • 1 3..l�y�, ..' . . . . . . . . . T y �'�. i � �;�JS S.� _:� �' ,.r -J - - . ic' . . �� _ , ! �,�ti:::•;!:'�' . . � . - .. ti � _ � � . � . � . . ' iN . ��, . . ,. ,,a� - �d r;is�` , r � _l.j��a��`1 . . � ! . �.: .-. . '.A'� . . � :�. . j ,y ;;t� , . . � �r ..i�-� . . + ,5.�-P F-{�•rI ' . {V�s�� - � - -� 7.},i.,rti�� -. .i . '.• � �. li ��:'a`�.i�ikiC:t{s�;�,-:Aia��.n►��v...:a:�;.+ .,arsdC+f::��1. '��;ae�i°^t��^'s.:�n� .� rrk-+^�;�f,f��': �k, , �' PF7KI�ASPEN-ROBBINS & REAM, INC. '�s,.,:.;,'• t` � TERNIS OF AGREEh�NT BETWEEN OWNER & ARCHITECT �' Page 22 of 22 ra,i-�u;:�: . � Approval as to form: ��i� tG'�ii�O� � Sandra Stuller, County ttorney, tit in County, Colorado !. --�.��_ � �_ � ' Paul a u�ity torAE—ney, City o�fi sp�en,�o ora o �' f• I - - This Agreement entered into as of the day and year first written above. � �. OWNER ARCHITECT � ' 1 Board of Commissioners Robbins and Ream, Inc. Pitkin Count , Colorado 212 Sutter Street � B : ,�� . �� San Francis , CA 94108 � � Robert W. Chi 1 ds t By: ��/�jf'f� �i Chairman of the Boarii ; James eam � � City of ps�en Principal � �' I:. .. .. � - By� � Herman Edel - . ;:� Mayor � _I . '� �� S l r .. t . �. �,: 1 ;�.� _.,..�. _ - _J . . � cr-�� .� � • , �. �b��, � . �� -�' .�� z:. . v�,.�';,� .. ,,..�3=:. . . . . � � � � � . ' . � . .�,r' . . . � . + + �. ' . �' .} . . `'a,< .. . � . . . . . � �'E'.} . . ' . ' , , . . • . . � • ti°�FZ,�" - r r: '�� ' . e�-� �,i�:r�,�,s;; h ' -w,,.�, : .t��: ri�ti ^s' . . . . . . �F ��e � . . ' . . . , � . � . v, 'iya4> � ( , �� 'n`�� q�a«a�^:i ' . .t,J'.tiSlfl"1�:�}L' 4'�fr.''`!�� :•� F , ;a _ � ! a�� ,. . .�„�,.} L.': k �y,p �{r-i�� .�"'�-G�r� cX tf c€i > v t, Y �' j� � r ,� � ��i�� . �t�''�`�"��}`.3'n�-�i �� T��"S�i�.'�iR�+�.��E:�`��--&�'af��aat.wu':M��it`�,�1,s'Nf'`yµ'°v�. A�aii�G�J'�'`�r'� . . u 4 1 � • . � . . • � . �l�.t . �i j , .: .. . . �`:...... � 3Y3�3!'f::>j>:.: f y ��,� . ! Y i �� EXHIBIT A I . �=: C� . . . ` - ASPENJPITKIN C�UNTY RUS MAINTENANCE FACItITY i . RATE SCHEDULE FOR HOURLY SERVICES f For�services performed on an hourly basis, the rate of compensation is I ' computed as follows: � s _ � ' Direct Personnel�Expense (DPE) + Overhead rate of 130� of DPE + IOX of sum f � ' of DPE and Overhead rate as profit. � Direct personnel expense is defined as salary plus mandatory and costomary � employee benefits such as insurance, sick leave, holidays, vacations and pensions. These benefits are computed at 24% of employee salary costs. � ` < Travel, reproduction expenses, telephone, supplies and otfier expenses incurred in the direct interest of the project are direct costs and are � • billed at 1.1 times cost to cover overhead and accounting procedures. DIRECT PERSONNEL EXPENSE, APPROXIMATE AVERA6E OF RATES: � Principals 32.80 � Senior Associates 23.85 Project Managers 19.00 '' Senior Designers, Job Captains 14.25 _ Designers, Draftsmen 12.65 �,'�� Secretarial 10.00 �� Rates shown above are for calendar year 1982 and shall be adjusted f�r any y changes in rates for calendar year 1983 and subsequent years. �` • ' � r � j , ' � : ' , .. �--^�"M'----*...,.."' ( , � � . . y, � {�` .�.�: ��.,� �,�.��'�'.�.r..• ,�, � , i r'4��y �1�+A . _ . . . ( &Iw+�.�� . • . . . . • . . . . . . �'X��} � . - . � .. . . , . . . . , ."��'1'' . . . : . ' .. � . . . , - -J x,��` .�}'�.;.-. ��.� �,t r�, . t,"��'r . � , � . . . ' . x � • �,�,A � �;,,F."',�>3,as i . �t,`f'`�q� , y `q��ti: , q�+�y'LYrv��}�1fK',� . `i�t�:;: �� !":t: 1 . I .�t'•i,;i . ' . �� vJ1 � � ., ��tL�'_� - - , t, c, , . f.�r� i��R7f.�m�wl.^iAS�nwaS_.�t["Y.YiFYV....--a . _ " ' . _ .. v� .�.�n -Y�..�+w.. w..........�.........�.-..�......V_�.�..� - �.. ....:+.. _...-,..!- >.. . ... -. . "� . _ -----��Fr,. i�; . :' .. w��r �Y �;�� t�. �.; . . � . . �. j �, EXHIRIT B � rt i +� AS4EN/PITKIN COUNTY BUS MAINTENANCE FACILITY AGREEMENT FOR PLANNING AND �� ' ARCHITECTURAL SERVICES PRO�ECT SCHE�ULE: COMFLETED: 1. First Work Session for Programming 20 November 1982 ' I _ : i. 2. Final program review & canceptual design 8 February 1982 i � i 3. Program approval, Aspen session, 2 days S-9 February 1982 � 4. Enclosure Schematic Design Shop Schematic 22 March 1982 I � Design , � 5. Reviea Schematic Design in Aspen 3 days 22-24 March 1982 � 6. Schanatic Design approval .. � 29 March 1982 .�. 3a 7. Enclosure Oesign Development Shop Desi9n 3 May 1982 � Development :as 8. Review Design Develo(xnent in Aspen 2 days 3-4 May 1982 ' 9. Approve Design Development 17 May 1982 i„�:: ��'' 10. Approval and permit, Bid Package #1 14 June 1482 : _ ��f�` 11. Construction Documents for Bid Package #1: 5 July 1982 �,"��'Y' Rough Site grading and foundations �.�.'�_. a,.; � ��.� 12. Award contract, Bid Package kl 23 August 1982 .�:� 13. Constructioa Doc�ents for Bid Package #2: 9 August 1982 �:_;�,� Balance of Project „i;•::I 14. Approval and permit, Bid Package #2 6 September 1982 � . '`� 15. Award contract, Bid Package #2 25 October 1982 ,,-, • ,`,•;'� 16. Canplete work, Contract #1 1 November 1982 ` �.� 17. Start shop drawings of structural system 3 January 1983 ` :�� 18. Begin on-site construction, Contract #2 1 May 1983 t;�, I: ' � '�� 19. Goal for canplete building enclosure 1 November 1983 � ;�'�:<.. rr•.� t.i,`� If Owner and other review agencies cannot meet reviear and approval dates �x:� shown, 5chedule will be adjusted to reflect any additional time required ��:� for said reviews and approvals. � � . �''=� As/Pitk/1.8 ��,? � i ----J . roi ,t,' . � . � . . ' . . � . . .S��Y� � .. . � � � �(l^" � � . � .. ` � " . I �� . . . i s# t��Y s�.:� � . �. . � � . . . T r+Y � . . � . ,f ' . . ±r+.; �c� �� - , ! � .-. 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'�M,.',:P;;!S a�i" , ��`, � ��~+• � . �� . f� �:, ;4; - . ��i��``��' . - �.. � � . �.��.,,�� F�� : �i T1R._�:�K`�ir�.-,.Af�iC:9A�Y.i►._s.�]K..=+.�;.., ,s.....`:.:.a .- s�..:.f:d:_�.::r.'r.•ead��x,:.u�rc��ra�s_,eir.._^^�c�r��a.+o-_ -'� ��t .`. ' � 9 � FI , .� ' . . . • . �. . . � � . . . . . _ ' .. � . . . . , . . L� `��;i. r � .. ' . . . . .. . , . . �H�g-1t M, 1 � . . .. . � . . . . . .�. . i . . . IiMF'NDN�JT TO CON7rRALT FOR DFSIGN , �. . SERVICES SE,�'WEFN A�IN/PITY.II9 O�T7TY AND f�BBINS & REAM, , ARCEiIgX.TS - LY�TID NOVF3�78ER 1, I.981 -- 17.2 HOLD FT1�,ESS A*ID LIMITaTI�7 OF LIABILITSC-�ihs Architect shaU_save, defend, hold haanless, and fully indann.ify the owner from and agaizst any and all claims arising fran the ne,gligent acts, enrors or omissions of the . � � Architect, its aaents, spsvants and e�loyees in a]:1 cases resulti�g in . death, bodiiy injury, gronPSty d�nage, or other loss. The Architect's lia- - � bility for the cost to save, defend, hold ha�less and i.ndsnnify against claims arisitxJ as a resvit of the neglige�t acts, errors or c�r,issions of.the � Architect, its agents, sexvants and anployees for cases not inwlving death,. •� �ilY �7�1', or property d�nage shall be limited to and not exceed the . �; Architect's total ccna�nsation received pursuant to this contract. The Archi- tect shall not be responsible for t�e acts or ca-,mussions of any contractor � or sutxrontrac�r, its agents or �loyees, who is not anployed by (or under the control or managa!�it of) the Architect pursuant to this agr�*?t. 1 !�� %/ ' ,.- --f<�� ,�--%�-�� . . � ¢. Hexm.an Fde , Mayor Jaines � CITY OF ASP�N ImBBINS & E�A[4, A�TEGTS . . i . � � , � /��.��J ��.� �� Robert W. cnila, ct�,irman . � PITKIN COUVTY BOARD�' CWNTY CCtvA'IISSI� ��i�9t9 AtGri�ZJ � i SaIbdL'a i�l. S er � � t PITICIN GOUNTt ATTOR^7E'Y - � —�. 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