Loading...
HomeMy WebLinkAboutbocc.con.301.2017 kltr'e'^ Pitkin County Cnt" r8 Contract Cover Sheet Please complete the Contract CONer Sheet when the contract is completed and signed by ContractorNendor and Pitkin County Representative Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procuremenodpdkincounty.com). Any contracts$50,000 and over will be routed for signatures to County Manager and Attorney's Office(if required)by Procurement Contract Information Contract Number 301.2017 _ Project Name Whitewater Park Streamside Planning Contractor Bluegrcen Budget Line Item 123.83 00000 82012 $ Additional Budget Line $ _ Item(s) $ (Please fully allocate New $ _ Contract Total) $ _ Contract Start Date 7/26/2017 Contract End Date 7/25/2018 _ Automatic Renewal Yes N No❑ If Construction: Retainage Yes $ or NoU If this is a new contractor. please request they complete and submit to Finance a New Vendor Request Form. Contact Information: Department Attorney Project Manager John Ely Project Manager (970)920-5193 Phone Provide a brief description of the contract: Design Services for the Whitewater park Contract Value Summary: Original Contract Amount $48,000.00 Previous Change Order/Amendment Amount(if applicable) S 0.00 This Change order/Amendment amount Of applicable) $0.00 New Contract Total _ _ _ $48,000.011 Procurement Method: None U IntormalE Formal U Sole Source ❑ Lmergency. U Contract Type: Services/Maintenance © Construction U Goods, Equipment, Supplies U Change Order/Amendment❑ Contract Renewal U Other, please explain U Click here to enter text NOTE: CLERKS OFFICE WII I. KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATF ARCHIVES RETAINAGE SCHEDI ILL ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Contract ft non 2017 Rev 201' Il 22 hit Budget Line Item e xnnnn 00000 nen PITKIN COUNTY, COLORADO INFORMAL PROCUREMENT MEMORANDUM TO: File FROM: John Ely, County Attorney RE: Informal Procurement under$50.000 DATE: July 26. 2017 Description of Project: Whitewater Park Streamside Planning Budgeted Amount: $48.000110 On project list approved b) BOCC: Yes Contractors Contacted: design workshop, bluegreen aspen, and Vendor 3 Name Proposals Received: Vendor Name Proposal Amount Timeline Other Information design workshop $0.00 unavailable/no call back bluegreen aspen $48,000.00 1 year plus additional terms Vendor 3 Name $0.00 Firms chosen: bluegreen, county experience, arca familiarity, immediate availability COUNTY REPR • • TIVE. `�y_.— -- - -- /10./7 tae -- - _ Contract if 301 2017 eproon 02;13/7017kim Budget Line Item#123,83.00000.82012 1, I I hIti Cot; NI i ' PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES WHITEWATER PARK STREAMSIDE PLANNING THIS CONTRACT, made July 26. 2017 by and between the Board of County Commissioners of Pitkin County. Colorado. 123 Emma Rd., Suite #106, Basalt, CO 81621, (hereinafter called the "County") and Bluegreen 300 South Spring St Ste 202 Aspen. CO 81611 (hereinafter called the "Contractor") to perform the following work Whitewater Park Streamside Planning("Project"). Term of Contract: The term of this contract is from July 26, 2017 to July 26, 2018. At the expiration of the initial term, the contract may he extended for five (5) additional terms of one (I I year by the express written consent of both parties. II. Contractor's Obligations. Contractor shall provide design services as detailed in Exhibit A attached hereto. III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its sen ices in accordance w ith the Project Budget and Schedule set out in Paragraph II. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of dollars and 00 cents ($48,000.00) for all services rendered. By contract or amendment. the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked. with payment expected within thirty (30) days of invoice Any payment by the County may he offset by any amount the Contractor owes the Counts for any reason. IV. Count\'s Exc lusne Ownership of Work Product. Drawings. specifications. guidelines and other documents prepared by Contractor in connection with this contract shall be the property of the Count. However. Contractor shall have the right to utilize such documents in the course of its marketing. professional presentations, and for other business purposes. Contractor assigns to Count the copyrights to all wort. prepared, developed. or created pursuant to this contract, including the right to: I I reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work publicly 1 Contract tl3012017 Revision 02/13/20171gm Budget Line Item#123 8300000 82012 Contractor shall have right to use materials produced in the course of this contract for marketing purposes and professional presentations. articles, speeches and other business purposes. V. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative Lisa MacDonald, Project Manager will manage the project as the County's Representative. In the event that Error! Reference source not found, is not available, John Ely, shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this contract will be subject to review by the County's Representatives.or a designee, for compliance with Contractor's obligations prior to final payment. VI Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract. with or without cause. by giving written notice to the Contractor of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. In such event all finished or unfinished documents, data,studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by irtue of any breach of the contract by the Contractor. VII. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor Contractor. and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other indiv iduals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. Contract#301.2017 Recision 02,13/20171gm Budget Line Item$1123 83 00000 82012 C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. VIII. Assignability. 'I his contract is not assignable by either part). Am use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. IX. Severability. In the event that any provision of this contract shall be held to he invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto. X. Integration and Modification. A. This contract represents the entire and integrated contract between the Count) and the Contractor and supersedes all prior negotiations. representations, or contract, either written or oral. This contract may he amended only h) written contract signed by both the County and the Contractor. B. The County may. from time to time, request changes in the scope of services of the Contractor to he performed hereunder Such changes. including the increase or decrease in the amount of the Contractor's compensation, w hich are mutually agreed upon between the County and the Contractor. shall be in writing and upon execution shall become part of this contract. XI. Indemnity. A. The Contractor agrees to indemnify. hold harmless and, not excluding the County's right to participate. defend the County, its subsidiary. parent, associated and/or affiliated entities, successors, or assigns. its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the Contract N 301.2017 aev 5 on 02/13/2017klm Budget Line Item#123 83 00000 82012 project, hereinafter referred to as indemnitee, from all suits and claims, including reasonable attorne}'s fees and cost of litigation, actions, loss, damage, expense, cost or claims of an} character or any nature arising out of the negligent work done in fulfillment of the terms of this Contractor on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation. law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract,the Contractor agrees to waive all rights of subrogation against the County its subsidiar}, parent. associated and/or affiliated entities, successors. or assigns, its elected officials, trustees, employees, agents. and volunteers for losses arising from the work performed by the Contractor for the Count>. XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied. insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder b} the Contractor. its agents. representatives. employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. the policies shall include, or be endorsed to include, the following provision On insurance policies where the County is named as an additional insured, the Count} shall be an additional insured to the full limits of Iiabi lit} purchased by the Contractor even if those limits of liability are in excess of those required h} this Contract. The Count} in no NV a) warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents.representato.es, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of Contract#301 2017 Revision 02/13/201 iym Budget Line Item#123 83.00000.82012 any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. Commercial General Liability Completed Operations coverage must he kept in effect for up to three (3)years after completion of the project. A. Coverage and Limits of Insurance. Contractor shall pros ide coverage with limits of liability requirements provided that the coverage is written on a "following form' basis. I) Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits Coverage A(Workers' Compensation) Statutory Coverage B(Employers Liability) $ 500,000 $ 500,000 $ 500,000 2) Commercial General Liability — ISO ICG 0001 form or equivalent. (IfUth County named os an nddmnnal'mitred) Minimum Limits: General Aggregate $ 2.000,000 Products/Completed Operations Aggregate $ 2.000.000 Each Occurrence limit $ 1,000.000 Personal/Advertising Injury $ 1.000.000 Fire Damage(Any One Fire) $ 50,000 Medical Payments (Any One Person) $ 5.000 Coverage to include: • Premises and Operations Contract#301.2017 Rev s on 02/13/2017knm Budget Line Item#123 83 00000 82012 • Explosions. Collapse and Underground hazards • Personal / Advertising Injury • Products /Completed Operations • Liability assumed under an Insured Contract (including defense costs assumed under contract) • Independent Contractors • Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement. ISO Form 2010 (2004 Edition or equivalent) • Additional Insured--Owners, Lessees or Contractors Endorsement. ISO CG 2037 (2004 Edition or equivalent) • The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above. "County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns. its elected officials, trustees. employees, agents, and t olunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by. or on behalf of the Contractor. including completed operations'. 3) Auto Liability Bodily injury and property damage for any owned. hired and non-owned vehicles used in the performance of this Contract Minimum Limits. Statutory Coverage Bodily/Property Damage(Each Accident) $ 1,000.000 4) Special Coverages (check as appropriate and insert amount) a. 0 Performance Bond $ b. ® Professional Errors and Omissions c. 0 Aircraft Liability d. ❑ Owner's Protective e. ❑ Builder's Risk E ❑ Boiler and Machinery g. ❑ Loss of Use Insurance Contract 43012017 R PVISIOP 02/13/2017pm Budget Line Item 4123 83 00000 82012 h. ❑ Pollution Liability i. 0 Crime, including Employee Dishonesty Coterage. or Fidelity Bond B. Proof of Insurance: I ) Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended. voided or canceled except after thirty (30) days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be emailed directly to Procurement I lelp ei pitkincounty corn. If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation. or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file w ith the Project Lead a certified statement as to claims pending against the required coverages, reserves established on account of such claims.defense costs expended and amounts remaining on policy limits. 2) In addition. these Certificates of Insurance shall contain the following clauses: a. The contractor's insurance shall be primary and non- contributory with any insurance or self-insurance purchased by the County. b. I'he insurance companies issuing the policy or policies hereunder shall hate no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy.. c. Any and all deductibles or self-insured retentions in the above-described insurance policies shall he assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work fix the referenced Project is being done." Contract#301.2017 Revision 02/13/201;kim Budget Line Item#123 83 00000 82012 3) Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least IIfteen (I S) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4) The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. XIII. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado Slate or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5k. XIV. Records. The Contractor shall maintain comprehensive, complete and accurate books,records.and documents concerning its performance relating to this contract for a period of three (31 years after final payment under the contract and the County shall have the right within the three (3)year period to inspect and audit these hooks, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards. compliance with all provisions of the contract and applicable law. XV Contract Made in Colorado. The parties agree that this contract was made in accordance vv ith the lave s of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County. Colorado XVI Attorney's Fees In the event that legal action is necessary to enforce any of the provisions of this contract, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive. by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act. 24-10-101, et seq.. C.R.S , as from time to time amended, or otherwise available to Pitkin Contract#3012017 Revision 02/13/20126jm Budget Line Item#123 8300000.82012 County or any of its officers. agents or employees Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the Count) or its agent or employees. XVIII Current Year Obligations. I he parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandator) charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year No provisions of this contract shall he construed to pledge or create a lien on any class or source of Pitkin County's moneys. nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. XIX Notice. Any notice required or permitted under this Agreement shall he in writing and shall be hand-delivered or sent by registered or certified regular mail, postage pre-paid and via e-mail (electronic delivery.) to the mailing and e-mail addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should he sent Electronic delivery of notices shall he considered delivered upon receipt of confirmation of delnen on the part of the sender. To Pitkin County with copies to: Lisa MacDonald/ Pitkin County Attorney's Office 123 Emma Rd Suite 204 123 Emma Rd., Suite 4204 Basalt, CO 81621 Basalt, Colorado 81621 Email: Tisa.macdonaldi2P,pitkincounty.com Email:Attorneyriipitkmcountv.com Contract#301 2017 Fevrsion 02/13/2017kfm Budget Line Item#123 83 00000 82012 To Contractor: bluegreen 300 S Spring St Suite 202 Aspen, CO 81611 Phone: (970) 429-9499 Email: slier eubluegi eenasuen£0111 XX. Public Contracts for Services and Public Contracts with Natural Persons In conformance with the provisions of C.R.S §§ 8-17.5-101, et seq., as amended and C.R.S. §§ 24-76.5-101, el seq, as amended: A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S. /Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services/ Contractor certifies. warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who arc newly hired for employment in the United States to perform work under this Contract. through participation in the E-Verify Program established under Pub. L. 104-208 or the State erification program established pursuant to §8-17.5- 102(5)(c), C.R.S.. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform w ork under this Contract. Contractor (i) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Contract is being performed. (ii) shall notify the Subcontractor and the contracting State agency w ithin 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting w ith an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employ ing or contracting with the illegal alien within 3 days of receiving the notice. and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102_(5). C.R.S.. by the Colorado Department of Labor and Employment. If Contractor participates in the State program. Contract k 301 2017 Revision 02/132017eim Budget Line Item#123 83 00000 82012 Contractor shall deliver to the contracting State agency. Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee. and shall comply with all of the other requirements of the State program If Contractor fails to comply with any requirement of this provision or §§8-17.5-101 ei seq . C.R.S.. the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, If so terminated. Contractor shall be liable for damages. B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5- 101,el seq.,C.R.S. Contractor, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury that he or she 0) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of§§24-76.5-101 et seq.. C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R S. prior to the Effective Date of this Contract. Contract 11301.2017 xevis0o17 02/13/2012kjm Budget Line Item 11123.83.00000.82012 IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. bluegreen ll Signature�tuate ✓V f/0 Al Printed Name Title PITKIN COUNTY,COLORADO RECOMMENDED FOR APPROVAL: John ✓ arc Contract#3012017 Revsmn 02/13/2017k fin Budget Line Item#123 83 00000 82012 EXHIBIT A SCOPE OF SERVICES Bluegreen will provide the following design services: A. Conceptual Master Plan 1 During the Conceptual Master Plan Phase, we will work closely with you to confirm the design program specifics and to hone in on the appropriate preliminary draft design plan options, with a minimum of two. We will review these with you on site and then follow up our site review in your offices for a fun, interactive worksession to ensure we have captured your feedback and ideas. We will also include precedent imagery to describe the design intent and program elements captured in the plan options. 2 Revised draft plan options will be prepared based on your input and the further development of the design concepts These will be provided to you for your review and approval. 3 A stakeholder worksession will be convened by you—with Bluegreen support—to review the draft options. We believe an on-site review of the options, with a worksession in your offices to immediately follow the site visit will be helpful We will work with you to identify the stakeholders but expect they will include the Town of Basalt Police Chief and others who participated in the development of the options prepared by Loris and Associates A follow up worksession and/or up to three one-on- one meetings may be necessary to reach agreement among the stakeholders on a preferred option 4. Bluegreen will prepare a preferred plan option that will be presented by you—with support from Bluegreen and the Stakeholders—to the Board of County Commissioners and the Town of Basalt Council. We also assume that the Healthy Rivers Board will review and approve the preferred plan option before its presentation to the elected bodies. 5 Bluegreen will provide the following drawing products during and at the conclusion of the Conceptual Master Plan Phase of work: a Preliminary draft design plan options, minimum of two, and including precedent imagery. b. Revised draft design plan options and precedent imagery c Draft plan options and precedent imagery d Preferred plan option, precedent imagery, and visual simulations. 6. Bluegreen will participate in six meetings with you to discuss strategy, feedback and project direction • 7. Bluegreen will coordinate with Loris and Associates, River Restoration, and Dlggin It River Works to enable their peer review of the designs' development and to answer Contract 4 301 2017 Revision oz,g3/201zk , Budget Line Item 4123 83 00000 82012 questions during the process We will reserve up to $8,000 of the total fee for their participation • 8. These Conceptual Master Plan Services will be provided by September 29, 2017, assuming that this proposal is authonzed July 24, 2017 EXCLUSIONS TO SCOPE OF SERVICES The following additional services are excluded from this proposal. Revisions and changes in drawings, specifications or other documents when such revisions are inconsistent with approvals or instructions previously given by the Client, preparation of alternate drawings requested by Client in addition to those proposed in the Scope of Services; meetings in addition to those proposed in the Scope of Services, providing prolonged design services should the design time be substantially extended through no fault of Bluegreen, special drawings or drawing packages required for approvals or permits in addition to those proposed in the Scope of Services; observation of landscape maintenance improvements such as tree pruning, landscape maintenance cost analysis, interior planting; waterproofing systems or foundation drainage, drawing packages prepared for phased construction or phased bidding, preparation of budgets, bid forms or bid alternatives, labor and material cost of design mock-ups, construction observation visits in excess of those identified in the construction services section of this proposal; services related to an inefficient construction observation review/submittal process including redundant review of submittals due to lack of completion; phasing of construction or construction observation beyond one sequence of landscape construction, travel time and expenses for trips outside of the Aspen area beyond any trips indicated in proposal. FEES AND FINANCIAL TERMS Bluegreen bills our professional fees at the following rates. $190-125 per hour for Principal/Senior Associate, $120-95 per hour for Associate/Senior Staff, $90-$80 per hour for Staff and $75-$60 for Support Staff Reimbursable expenses are billed at cost plus ten percent We require a signed copy of this proposal and all current documents (such as survey information, CAD files, approvals, geotechnical and other technical reports, design guidelines, covenants, etc.) that may assist us to begin work. Additional Services in addition to those described in the above Scope of Services are to be compensated on a Time and Materials basis per Bluegreen's professional fees Whenever practical, changes, additions, or modifications to the scope of services shall be authorized by written change request; however, the absence of such a written change order shall not act as a bar to payment of fees due Bluegreen, provided the change was in fact approved by the Client.