HomeMy WebLinkAboutbocc.con.159.20192017-11-13 btf
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 110.17.92817.86238
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form.
Contact Information:
Department
County Representative Jodi Smith County Representative
Phone (970) 920-5396
Provide a brief description of the contract:
Contract Value Summary:
$ 6,700.00
$ -
$ -
$ 6,700.00
159.2019
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
Irrigation Planning for the Pitkin County Courthouse Project
Hines, Inc.
$ 6,700.00
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 6,700.00
None
Services/Maintenance
4/11/2019
6/14/2019
New Contract
NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage
Facilities
Contract to provide irrigation planning and design for use in the Pitkin County Courthouse Project.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
New Contract Total
Contract # 159.2019 Revision: 2018-06-13 btf
Budget Line Item # 110.17.92817.86238
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made April 11, 2019 by and between the Board of County Commissioners of
Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
“County”) and Hines, Inc., 323 W. Drake Road, Fort Collins, CO 80526 (hereinafter called the
“Contractor”) to perform the following work: Irrigation Planning for the Pitkin County Courthouse
Project (“Project”).
I. Term of Contract: The term of this Contract is from April 11, 2019 to June 14, 2019.
II. Contractor’s Obligations. Contractor shall provide the scope of work detailed in
Attachment A which includes but is not limited to
A. Design of an irrigation plan within compliance of the City of Aspen.
1) Deliverable: Final construction drawings showing the irrigation scope.
B. Preparation and production of irrigation details and specifications.
1) Deliverable: Final construction detail sheets and specifications.
C. Participation in construction services including.
1) Participation within the bidding process.
2) Review of shop drawings & material submittals.
3) Final walk-throughs post construction.
4) Final audits.
D. All deliverables required for permitting or the bidding process must completed
within 30 days of contract execution, or by May 17, 2019 whichever comes first.
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with 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
six thousand seven hundred dollars and zero cents ($6,700.00) 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 be offset by any amount
the Contractor owes the County for any reason.
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IV. County’s Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this
Contract shall be the property of the County. 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 County the copyrights to all work
prepared, developed, or created pursuant to this Contract, including the right to: 1)
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. 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. Jodi Smith, Facilities Director will manage the project as the
County’s Representative. In the event that Jodi Smith is not available, Mike Fleagle
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 virtue 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 individuals 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.
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Budget Line Item # 110.17.92817.86238
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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. This Contract is not assignable by either party. Any 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 be 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 County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral. This Contract may be amended only by 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 be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor’s compensation, which 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 project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or 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
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rights of subrogation against the County its subsidiary, 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 County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto
at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
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 by 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 County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way 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, representatives, 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 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 be kept in
effect for up to three (3) years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a “following form”
basis.
1) 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
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Coverage B (Employers Liability)
$ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability – ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
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
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 volunteers 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):
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a. ☐ Performance Bond $
b. ☐ Professional Errors and Omissions
c. ☐ Aircraft Liability
d. ☐ Owner’s Protective
e. ☐ Builder’s Risk
f. ☐ Boiler and Machinery
g. ☐ Loss of Use Insurance
h. ☐ Pollution Liability
i. ☐ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1) 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@pitkincounty.com. 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 with 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. The insurance companies issuing the policy or policies hereunder shall
have 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 be 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 for the referenced Project is being done.”
3) Certificates of Insurance for all renewal policies shall be delivered to
the County’s Representative at least fifteen (15) days prior to a policy’s
expiration date except for any policy expiring on the expiration date of this
Contract or thereafter.
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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 State 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 (3) 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 books, 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 with the laws 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 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 County or its
agent or employees.
XVIII. Current Year Obligations. The 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 mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the Contract shall be
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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 be 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 be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County:
Jodi Smith
485 Rio Grande Place, Unit 101
Aspen, CO 81611
Email: jodi.smith@pitkincounty.com
with copies to:
Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611
Email: Attorney@pitkincounty.com
To Contractor:
Hines, Inc.
323 W. Drake Road
Fort Collins, CO 80526
Phone: (970) 282-1800
Email: nate@hinesinc.com
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, et 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 are newly hired for
employment in the United States to perform work under this Contract, through
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participation in the E-Verify Program established under Pub. L. 104-208 or the State
verification 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 work 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 within 3 days if Contractor has actual knowledge that a
Subcontractor is employing or contracting with an illegal alien for work under this
Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop
employing 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, 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 et 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, et 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 (i) 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.
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IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein
above.
HINES, INC.
________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO
_________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
James N Hines
President
Apr-11-2019
Jodi Smith
Apr-15-2019
Director - Facilities
Colorado | Texas | Arizona
o 970-282-1800 | www.hinesinc.com
April 4, 2019
c/o Mr. Patrick Rawley
PITKIN COUNTY FACILITIES
485 Rio Grande Place, Unit 101
Aspen, Colorado 81611
Dear Patrick,
Hines Inc is honored to partner with Stan Clauson Associates, Inc to provide Irrigation
Planning for the Pitkin County Courthouse project. It is assumed that the project site will
include the renovation of the rear landscape areas of the existing courthouse property.
Landscape will include of irrigated turf & point source drip irrigated plant materials. Our
detailed scope of work & general conditions are attached for your review & approval.
Scope & Fee Summary:
Task 1: Irrigation Plan Design – City of Aspen Ordinance Compliant $2,950
Task 2: Specifications and Details $450
Task 3: Construction Services – City of Aspen Ordinance Compliant $2,450
Estimated Reimbursable Expense $850
Total: $6,700
We strive to be as specific as possible in all aspects of our work to ensure complete
understanding of scope & our ability to meet the proposed schedule. Should anything
require further clarification, please do not hesitate to contact me.
Kind Regards,
Matt Ruggles
CONSTRUCTION DOCUMENT SCOPE-OF-WORK
Task 1 – Irrigation Plan Design – City of Aspen Ordinance Compliant
• Due to current snow fall we will work with on-site maintenance via GoTo
meeting to verify the type, size and condition of existing irrigation system
equipment & infrastructure; confirming water source, irrigation mainline pipe
size, routing, age, and material; and reviewing other existing site conditions for
planning future irrigation system requirements and equipment preferences.
• Obtain As-built information to document existing system equipment types,
sizes, capacity, location, and pipe routing.
• The irrigation controller location, electrical power source location and water tap
information (available pressure, meter requirements, etc.) will be documented
as part of this scope.
• Renovation design to protect in place existing-to-remain irrigation system
equipment will be provided along with extension to new irrigation system
equipment.
• Design will comply with City or local equipment specification and design
standards, as applicable. Irrigation design plans will include Hydrozone table, plan
notes and signed statement from a Registered Irrigation Designer and all design
standards to meet the City of Aspen Water Efficient Landscaping Standards.
• Detailed irrigation design will include; sprinkler layout, mainline and lateral pipe
routing and sizing, drip irrigation valves and diagrammatic routing of drip laterals
and remote-control valve locations.
• Deliverables: one (1) 24 x 36 drawing sheet at 20 scale.
Task 2 - Specifications and Details
• Preparation of Irrigation details in the required format.
• Preparation of Irrigation specifications in CSI format.
• Deliverables: one (1) detail sheet, and specifications
Task 3 – Construction Services - City of Aspen Ordinance Compliant
• Participation in a pre-construction telephone conference to answer Contractor
questions and to provide clarification to bid documents as required.
• Review of shop drawings, and material submittals, comment, re-review and
approval for construction.
• Conduct final walk-through with Contractor to observe completeness of
installation and compliance with “punch list” items.
• Hines will complete the City of Aspen required irrigation system Audit while
performing the final walk through with the Contractor.
• We will produce the following documents to comply with the City of Aspen Water
Efficient Landscaping Standards: Audit Report, Irrigation Zone Schedules for
landscape establishment, mature landscape material and temporary irrigation,
Maintenance Plan and System and Water Use Monitoring Plan.
IRRIGATION DESIGN PROPOSAL,
Pitkin County Courthouse
April 3, 2019
Additional Services
If requested by the Owner’s Representative, we will make additional visits to the site
during construction to observe progress by the Consultant. A field report will be
developed after each visit documenting verbal communication with the Consultant
and listing deviations from the contract documents. These services will be charged at
our hourly billing rate of $85 for irrigation system construction services, $95 for pump
station and water feature construction services, and $120 for on-site services requiring
field engineering. Expenses will be billed at direct cost for travel, printing, and lodging,
with mileage billed at $0.58 per mile.
Notes:
• Major base changes made after 90% Construction Document submittal,
resulting in major irrigation design revisions, will require additional fees.
• This proposal assumes a total of 1 drawing submittal with one round of
comment revision.
• If a booster pump is required, an additional fee will be necessary for the design
and specification of pump equipment.
• All final construction documentation, including specifications shall be approved
by the project Owner’s Representative to issuance for bidding
Estimate of Reimbursable Expenses
• Drawing plots produced either by our office or outside plotting service
• Travel to and from site
• Project Management/Administrative tasks
We request written approval to proceed with this project. Refer to Attachment A for a
detailed list of our General Conditions. If you are in agreement with the fee and services
proposed, please promptly sign and return a duplicate original (please sign below and
on the bottom of Attachment A). Please call with any questions or comments. I look
forward to working with you on this project!
Kind Regards, AGREED TO BY:
Hines Inc. Stan Clauson Associates, Inc. Representative
Matt Ruggles Authorized Signature Date
Project Manager
ATTACHMENT A: GENERAL CONDITIONS
1. Contract Payment Terms – Stan Clauson Associates, Inc. [hereafter referred to as The Client] accepts
the following terms of payment to Hines Inc. [hereafter referred to as Hines Inc]:
• Hines Inc Payment Terms are due in full on receipt of invoice.
• The Client agrees to pay the Hines Inc invoice on-demand after 60 days past invoice date and
agrees to pay simple interest on each invoice balance at a rate of 1.5% per month.
• If an attorney is retained to collect an overdue debt, Hines Inc will be reimbursed for all attorney
fees and costs.
2. JOB SITE SAFETY – Hines Inc or its representatives are not responsible for job site safety, or for
construction means, methods, techniques, or appropriateness of installation procedures undertaken by
any Contractor.
3. SUBSTITUTIONS - Substitution of equipment or specified products is permitted only by written
approval of the Irrigation Designer.
4. HAZARDOUS WASTE – Hines Inc is not responsible for identifying, locating, discovering, removal or
remediation of any hazardous waste, known or unknown at the site; or for the consequences of any
hazardous waste materials at the site, including but not limited to asbestos and PCB's, as well as
materials not yet known as hazardous.
5. UTILITY LOCATES – Hines Inc is not responsible for determining and marking the location of any
underground pipes, wires, conduits, cables, or structures such as gas lines, fiber optics, irrigation or septic
systems or any other items which may exist below the surface of the ground.
6. AS-BUILT DRAWINGS - As-built drawings are required to be submitted to the Owner’s Representative
by the Irrigation Contractor upon completion of the installation.
7. OWNERSHIP OF INSTRUMENTS OF SERVICE - The Client acknowledges the Consultant’s construction
documents, including electronic files, as instruments of professional service. All reports, drawings,
specifications, computer files, field data, notes and other documents and instruments prepared by the
Consultant as instruments of service shall remain the property of the Consultant. The Consultant shall
retain all common law, statutory and other reserved rights, including, without limitation, the copyrights
thereto.
8. CORPORATE PROTECTION - It is intended by The Parties to this Agreement that the Consultant's
services in connection with the Project shall not subject the Consultant's individual employees, officers or
directors to any personal legal exposure for the risks associated with this Project. Therefore, and
notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and
exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the
Consultant, a Wyoming corporation, and not against any of the Consultant's individual employees, officers
or directors.
9. CONSEQUENTIAL DAMAGES - Notwithstanding any other provision of this Agreement, and to the
fullest extent permitted by law, neither the Client nor the Consultant, their respective officers, directors,
partners, employees, contractors or sub-consultants shall be liable to the other or shall make any claim
for any incidental, indirect or consequential damages arising out of or connected in any way to the Project
or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to,
loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential
damages that either party may have incurred from any cause of action including negligence, strict liability,
breach of contract and breach of strict or implied warranty.
10. INDEMNIFICATION - The Consultant agrees, to the fullest extent permitted by law, to indemnify and
hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages,
liabilities or costs to the extent caused by the Consultant's negligent performance of professional
services under this Agreement and that of its sub-consultants or anyone for whom the Consultant is
legally liable. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless
the Consultant, its officers, directors, employees and sub-consultants (collectively, Consultant) against all
damages, liabilities or costs to the extent caused by the Client's negligent acts in connection with the
Project and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is
legally liable. Neither the Client nor the Consultant shall be obligated to indemnify the other party in any
manner whatsoever for the other party's own negligence or for the negligence of others.
11. LIMITATION OF LIABILITY - In recognition of the relative risks and benefits of the Project to both the
Client and the Consultant, the risks have been allocated such that the Client agrees, to the fullest extent
Pitkin County Courthouse
April 3, 2019
permitted by law, to limit the liability of the Consultant and Consultants officers, directors, partners,
employees, shareholders, owners and sub-consultants for any and all claims, losses, costs, damages of
any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs
and expert-witness fees and costs, so that the total aggregate liability of the Consultant and Consultants
officers, directors, partners, employees, shareholders, owners and sub-consultants shall not exceed
$50,000, or the Consultant's total fee for services rendered on this Project, whichever is greater. It is
intended that this limitation apply to any and all liability or cause of action however alleged or arising,
unless otherwise prohibited by law.
12. DESIGN SCHEDULES – Hines Inc is not responsible for changes in design schedules (time extensions)
due to circumstances beyond our direct control, such as flood, tornado, earthquake, or other events of
nature, or due to untimely receipt of approvals, submittals, shop drawings, or critical information from
others such as base drawings, soil analysis reports, and similar documents.
13. DISPUTES - This contract shall be interpreted under the laws of the State of Colorado. The initial
attempt to address claims, disputes or other matters in question between the Parties to the Agreement
arising out of or relating to this Agreement or breach thereof shall be by formal mediation. If the claims
or disputes cannot be resolved by this form of contract dispute resolution, relief through the court
system shall be sought. The Parties consent to the jurisdiction of the District Court for Larimer County,
Colorado.
14. STANDARD OF CARE - In providing services under this Agreement, the Consultant shall perform in a
manner consistent with that degree of care and skill ordinarily exercised by members of the same
profession currently practicing under similar circumstances at the same time and in the same or similar
locality.
15. SUBMITTAL REVIEW - Review of submittals, shop drawings and other documentation shall be for the
purpose of determining general conformance with the design expressed in the construction drawings, and
not to determine the accuracy or completeness of details such as dimensions and quantities or for
substantiating instructions for installation or performance of equipment, all of which are the
responsibility of the Contractor.
16. This proposal is automatically revoked if not accepted in writing within, 60 days of its date.
Please call with any questions or comments. If you are in agreement with the above general conditions,
please sign and return a duplicate original. I look forward to working with you on this project!
Kind Regards, AGREED TO BY:
Hines, Inc. Stan Clauson Associates, Inc. Representative
James N Hines Authorized Signature Date
President