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01-06-2020 Schematic Architectural Service AgreementIndependent Contractor A'A%./on Agreement .� o n For Schematic Architectural services [see exhibit A] This Independent Contractor Service Agreement ("Agreement") dated as of _1-6-2020, is between the Town of Avon, a Colorado home rule community ("Town") and JP Manley ARCHITECT, an agent of Martin Manley architects_ ("Contractor"). 1. Services: Contractor agrees to provide services ("Services") as described in the proposal ("Proposal") attached to this Agreement. To the extent the provisions of this Agreement conflict with the Proposal, the terms of this Agreement shall control. Contractor shall provide and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in Colorado. Contractor hereby warrants that it has the workforce, training, experience and ability necessary to properly complete the Services in a timely fashion. Contractor will comply, and cause all of its employees, agents and subcontractors to comply, with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor's employees, sub - consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers' compensation; disability, injury, or health; professional liability insurance, errors and omissions insurance; or retirement account contributions. 3. Insurance: 3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the term of this Agreement insurance of the kind and in the minimum amounts specified in this Section 3.1. The Required Insurance shall be procured and maintained with insurers with an A- or better rating as determined by Best's Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. The Contactor shall secure and maintain the following ("Required Insurance"): A. Worker's Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) Dollars each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an "occurrence" basis as opposed to a "claims made" basis. Such Independent Contractor Agreement Consultant Form - 2017 Page 1 of 5 insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional insured parties. 3.2. Additional Reauirements for All Policies. In addition to specific requirements imposed on insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the following: A. For both Contractor Insurance and Required Insurance, all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers, or its employees shall be excess and not contributory insurance to that provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town -obtained insurance policy or coverage. B. For both Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. 3.3. Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain and continuously maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town, or at the Town's sole discretion, the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town certificates of insurance for all Required Insurance. Insurance limits, term of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 4. Payment: Payment for Services shall be due only after the Services are completed to the Town's satisfaction and after Contractor has submitted an invoice for the amount due complete with the Contractor's taxpayer identification number or social security number. Town shall pay Contractor within thirty (30) days after an invoice in proper form is submitted to Town. 5. Ownership of Documents: 5.1 Work Product is Property of Town. Upon complete payment for services rendered, the Work Product, as defined in Sub -Section 1.1, shall be deemed work made for hire and made in the course of Independent Contractor Agreement Consultant Form - 2017 Page 2 of 5 Services performed under this Agreement and will be the exclusive property of Town. Town will have unlimited right to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work Product at all, as it sees fit. Any reuse of the Work Product produced under this Agreement for any purpose not directly related to this Agreement will be at the sole risk of Town. 5.2 Obligations of Contractor's Personnel and Subcontractors. Contractor warrants it has enforceable written agreements with all of its personnel and subcontractors to be involved in performing the Services that: A. assign to Contractor ownership of all patents, copyrights and other proprietary rights created in the course of their employment or engagement; and B. obligate such personnel or subcontractors, as the case may be, upon terms and conditions no less restrictive than are contained in this Section 5 OWNERSHIP OF DOCUMENTS, not to use or disclose any proprietary rights or information learned or acquired during the course of such employment or engagement including, without limitation, any Work Product, all Contractor property and any other information pursuant to this Section 5 OWNERSHIP OF DOCUMENTS. 5.3 Assignment of Proprietary Rights. To the extent that any title to any Work Product may not, by operation of law, vest in Town, or such Work Product may not be considered to be work made for hire, Contractor hereby irrevocably transfers and assigns to Town in perpetuity all worldwide right, title and interest in and to the patent rights, copyrights, trade secrets and other proprietary rights in and ownership of, the Work Product. 5.4 Town Furnished Information. Title to all materials and all documentation furnished by Town to Contractor will remain in Town. Contractor will deliver to Town and any all Work Product and property, including copies thereof on whatever media rendered, upon the first to occur of: A. Town's written request; or B. completion of the Services under this Agreement; or C. termination of this Agreement. 5.5 The Contractor waives any right to prevent its name from being used in connection with the Services. 6. Illegal Aliens: This Agreement is subject to the provisions of the Illegal Aliens -Public Contracts for Services Act found at C.R.S. Section 8-17.5-101 of seq. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E -Verify Program or Department Program in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Agreement. As used in this Section 6., "Department' means the Colorado Department of Labor and Employment. A. Specifically, Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (ii) 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 Agreement. B. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the E -Verify Independent Contractor Agreement Consultant Form - 2017 Page 3 of 5 Program or Department Program. C. Contractor shall use either the E -Verify Program or Department Program to undertake pre- employment screening of job applicants while this Agreement is in effect. D. If Contractor obtains actual knowledge that any of its subcontractors performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: (i) notify the subcontractor and Town, within three (3) days of discovery of such fact, that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) terminate the contract with the subcontractor if, within three (3) days of receiving the notice required by subpart D.(i) above, the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor need not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides information establishing that the subcontractor has not knowingly employed or contracted with an illegal alien. E. Contractor shall comply with any reasonable request by the Department made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. Section B-17.5-102(5). F. If Contractor violates any of the provisions of this Section 6., Town shall have the right to terminate the Agreement for breach of contract and, in such case, Contractor shall be liable to Town for all actual and consequential damages incurred by Town as a result of such breach and the termination of this Agreement. G. Town will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the Town terminates this Agreement for such breach. 7. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to the Contractor at least ten (10) days prior to the effective date of termination or may terminate this Agreement immediately upon delivery of written notice if Contractor fails to provide the Services in accordance with the terms of this Agreement. 8. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 9. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub -consultant or sub -contractor of Contractor. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. Independent Contractor Agreement Consultant Form - 2017 Page 4 of 5 11. Limitation of Damages: The parties agree that Contractor's remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement and that Town shall not be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits. 12. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of the performance of the Services, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 13. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. AGREEMENT READ, UNDERSTOOD AND APPROVED: TOWN OF AVON Independent Contractor Agreement Consultant Form - 20W Page 5 of 5 CONT CTOR BY: Jeffre P Manley Y Martin Manley architects, Agent: JP Manley Architect �1. MARTIN MANLEY ARCHITECTS Schematic Level Architectural Services- Exhibit A To: Town of Avon 100 Mikaela Way Avon Colorado 81620 C/O Matt Pielsticker mpielsticker@avon.org From: Martin Manley Architects Agent: JP Manley Architect LLC 970-328-5151 (office) 970-328-1299 (direct) PO Box 1587 Eagle CO 81631 jeff@marfinmanleyarchitects.com Date: January 6, 2020 Re: Proposal for Preliminary Massing/Planning for Parcels Q and N Subj: Proposal for Schematic architectural design services I am pleased to submit this proposal for architectural services for the basic layouts and massing for study of possible build -out for Parcels Q and N in the Wildwood area of Avon. The following is an overview of proposed architectural services to be provided for the design and planning for 4 buildings with 3 townhome style units in each building. Items described in this proposal shall explain the terms and conditions of the scope of work for a 'Schematic Set'. We have tailored our scope of services to meet the owners' needs. Description of the request: The owner envisions four townhome buildings to be constructed on West Wildwood Road. Martin Manley Architects shall create presentation material to demonstrate the possible layouts for the proposed buildings. The following are design and construction considerations: 1.0 Lot info: 1.1 The Lots are on the inside and outside of a hair pin turn of West Wildwood Road. 1.2 There is a steep slope to each lot. 1.3 There are overhead power lines and a utility easement that run thru each that will be a controlling factor in placement of the buildings. 1.4 On tract N there is an existing building that will be demolished as part of the project. 1.5 A preliminary layout was developed by Marcin Engineers that will be the basis for the layout. 2.0 Townhome program 2.1 2 Car garage 2.2 3 Bedroom units 3.0 Schedule 3.1 Material for the Town of Avon Meeting shall be provided by January 15, 2020 4.0 Scope of work/Material to be provided. 4.1 A single schematic site plan with basic footprints of townhomes and site grading shall be provided. 4.2 Basic floor plans of the proposed typical plan of each building 4.3 Rough massing model 3D images for the typical townhome building. P970.328.5151 rinfmyarchitects.com P.,Colorado 81631 5.0 Basis for fee 5.1 The proposed scope is estimated to be completed within 20 hours of work. The architect works for an hourly rate of $150 per hour. (20 hours X $150 per hour = $3,000) The $3,000 fee shall be considered as not to exceed amount unless the scope of Work or additional material is required beyond what is listed within section 4.0 above. 6.0 Further work beyond this schematic layouts: 6.1 All work beyond this Schematic agreement that continues the proposed design will be negotiated under a separate agreement of scope and fee and an accompanied AIA 6105 agreement Consultants Coordination: The architect will provide coordination for the following consultants. a. Surveyor- Marcin Engineers J P Manley Architect is and shall for the duration of the project be covered by reasonable and customary limits of general liability and errors and omissions insurance. Any subcontractors, agents, or consultants hired directly by the Architect shall also be covered by reasonable and customary limits of general liability and errors and omissions insurance. In recognition of the risks and benefits of a project to both the Owner and the Architect, the risks have been allocated such that to the fullest extent permitted by law, the total liability, in the aggregate, of Architect and Architects officers, directors, employees, agents, and consultants to Owner and anyone claiming by, through or under Owner, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to Architects services, the Project or this Agreement, from any cause or causes whatsoever, including by not limited to, negligence, strict liability, breach of contract, or breach of warranty shall not exceed "2 times" the total compensation received by the Architect under this Agreement. Estimate of Fee: The architect has estimated that this phases of work (as described above) can be completed in approximately 20 hours. The architect only bills for actual hours worked. The architect works for an hourly rate of $150.00 / hour. Therefore the owner can expect to pay approximately $3,000.00 plus reimbursable expenses of printing. The architect requires assigned agreement to begin the work. The architect will send invoices (with reimbursable expenses) on a monthly basis. Fees are due and payable upon receipt of the invoice by the owner. Sincerely, Authorization to Proceed: Town of Avon Jeffrey P Manley B Date: � L `t M krT ews r � e' t <n Q� ku I Aa 970.328.5151 info�martinmanleyarchitects.com P.O. Box 1587 Eagle, Colorado 81631 OP ID: TA ACORO CERTIFICATE OF LIABILITY INSURANCE `•-�� DATE 412 0 1 YY) 04/04/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Front Range Insurance Group 2002 Caribou Drive, Ste. 101 Fort Collins, CO 80525 David A- Wooldridge LUTCFAAI CONTACT NAME: PHONE FAX ac No): E-MAIL ADDRESS: PRODUCER J CUSTOMERIDEFFM-1 INSURER(S) AFFORDING COVERAGE NAIC # X COMMERCIAL GENERAL LIABILITY INSURED J. P. Manley Architect, LLC INSURER A: RLI Insurance Company PSB0002950 dba Martin Manley Atchitects Jeffrey P. Manley, AIA PO Box 5668 INSURER B: DGE pREMISES(Ea oc urrence $ 1,000,00 INSURERC: CLAIMS -MADE OCCUR Eagle, CO 81631 INSURER D: PERSONAL & ADV INJURY $ 1,000,00 E rINSURER INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE IN B POLICY NUMBER MM/DCDY EFF Pip EXP LIMITS LTR THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN GENERAL LIABILITY ACCORDANCE WITH THE POLICY PROVISIONS. J P Manley Architect, LLC Jeffrey P. Manley PO Box 5668 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY PSB0002950 03124/2019 03/24/2020 DGE pREMISES(Ea oc urrence $ 1,000,00 MED EXP (Any one person) $ 10,00 CLAIMS -MADE OCCUR PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 PRODUCTS - COMP/OP AGG $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: $ X POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00 (Ea accident) ANY AUTO BODILY INJURY (Per person) S ALL OWNED AUTOS BODILY INJURY (Per accident) $ A X SCHEDULED AUTOS HIRED AUTOS PSB0002950 03/24/2019 03/24/2020 PROPERTY DAMAGE (PER ACCIDENT) $ $ A X NON-OWNEDAUTOS PSB0002950 03/24/2019 03124/2020 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS L.' CLAIMS -MADE AGGREGATE $ $ DEDUCTIBLE S RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNERIEXECUTIVE WCSTATU• OTH- TORY IMIT ER E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? ElNIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B RDP0035702 03/24/2019 03/24/2021 Each Occu 1,000,00 JProfessional-Liab Aggregate 1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space is required) CERTIFICATE HOLDER CANCELLATION JPMAN-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. J P Manley Architect, LLC Jeffrey P. Manley PO Box 5668 Eagle, CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD