HomeMy WebLinkAboutC12-096 Tsiouvaras Simmons Holderness AGREEMENT
FOR ENGINEERING AND SURVEYING SERVICES FOR THE
DOTSERO TRAIL DESIGN PROJECT BETWEEN
EAGLE COUNTY, COLORADO
AND
TSIOUVARAS SIMMONS HOLDERNESS, INC.
This Agreement ( "Agreement ") is for en ineering and design services for the Dotsero Bike
Path Design Project, and is effective as of , 2012 between Eagle County,
Colorado a body corporate and politic ( "County ") and Tsiouvaras Simmons Holderness, Inc. a
Colorado corporation ( "Consultant ").
AGREEMENT
In consideration of the following promises County and Consultant agree as follows:
Article I Scope of the Work:
Section 1.01 The Work to be performed under this Agreement consists of engineering and design
services for the Dotsero Bike Path Design Project and is more fully described in the attached Exhibit A
(hereinafter referred to as "Work ", "Scope of Work" or "Services ").
Article II Consultant's Performance:
Section 2.01 Consultant shall be responsible for the completeness and accuracy of the Work,
supporting data and other documents prepared or compiled in performance of the Work, and shall
correct, at its sole expense, all significant errors and omissions therein. The fact that the County has
accepted or approved Consultant's Work shall not relieve Consultant of any of its responsibilities.
Consultant shall perform the Work in a skillful, professional, and competent manner and in accordance
with the standards of care, skill, and diligence applicable to engineers, as the case may be with respect
to similar work. The Consultant shall complete all Work in compliance with the specifications noted
in Exhibit A. Consultant shall ensure that all of its employees and sub - consultants working on the
Dotsero Bike Path Design Project are properly licensed during the performance of the Work.
Article III Time and Performance and Termination:
Section 3.01 Consultant shall commence the Work within ten (10) business days after the date of this
Agreement. The Scope of Work shall be shall be completed by August 1, 2012, unless modified by
change order to the Scope of Work and Agreement.
Article IV Compensation and Payment:
Section 4.01 In consideration of its performance of the Scope of Work, Consultant shall be paid
monthly based on percent of completion by task and direct expenses at cost.
Section 4.02 The total fee and expenses for the Work shall not exceed $19,937.04 as provided in
Consultant's proposal, which is attached hereto and incorporated herein as Exhibit B by this reference.
Payment shall be made in accordance with the following:
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a. Consultant shall submit to County monthly invoices of the time spent and expenses incurred
during the previous calendar month, and described by task satisfactorily performed.
b. The professional fees and reimbursable expenses shall be due and payable within thirty (30)
days after submittal by Consultant together with submission of any required clarification and
documentation.
c. For the purposes of this Agreement, the term "reimbursable costs" shall include only actual out -
of- pocket expenses incurred by Consultant in connection with the Work, including the
reasonable expenses incurred for travel related to the project. Reimbursable costs will include
report printing and map production but no other photo - reproduction costs. Out -of- pocket
expenses shall not include any salary, bonuses or compensation to Consultant's personnel.
d. Hourly rates shall be as provided in Consultant's Client Rate Schedule as set forth in Exhibit B.
Fractional hours will be billed at the nearest one - quarter hour.
e. The parties hereto recognize that the Scope of Work may change. When Consultant believes
that the Scope of Work has been changed or that by reason of a decision of County it will be
required to redo properly completed Work, Consultant shall immediately advise County of such
belief and shall also provide a statement of the maximum additional charges for such work.
Consultant shall not be entitled to be paid for any such additional work unless and until County
agrees in writing that the Scope of Work has changed and accepts the statement of the
maximum additional charges.
f. Consultant shall maintain comprehensive, complete and accurate records and accounts of its
performance relating to this Agreement for a period of three (3) years following final payment
hereunder, which period shall be extended at County's reasonable request. County shall have
the right within such period to inspect such books, records and documents upon demand, with
reasonable notice and at a reasonable time, for the purpose of determining, in accordance with
acceptable accounting and auditing standards, compliance with the requirements of this
Agreement and the law.
g. Additional services, if required beyond the Scope of Work, shall be separately negotiated and
agreed to by both the County and Consultant prior to the Consultant performing the additional
service.
Article V Project Management:
5.01 George N. Tsiouvaras, P.E. shall be designated as Consultant's Project Manager. Ellie Caryl, ECO
Trails Program Manager, Eagle County Government, shall be County's Project Manager and
responsible for administration of this Agreement and the County's interests in the trail project. All
correspondence between the parties hereto regarding this project shall be between and among the
Project Managers. Either party may designate a different Project Manager by notice in writing.
Section 5.02 Consultant acknowledges that the development and processing of the Work may require
close coordination between various consultants. Consultant shall coordinate the Work required
hereunder with other consultants that are identified by County to Consultant from time to time, and
Consultant shall immediately notify such other consultants, in writing, of any changes or revisions to
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Consultant's work product that might affect the work of the other consultants providing services to
County and concurrently provide County with a copy of such notification. Consultant shall not
knowingly cause other consultants extra work without obtaining prior written approval from County. If
such prior approval is not obtained, Consultant shall be subject to any offset for the cost of such extra
work.
Article VI Independent Contractor:
Section 6.01 It is expressly acknowledged and understood by the parties hereto that nothing contained
in this Agreement shall result in, or be construed as establishing, an employment relationship.
Consultant shall be, and shall perform as, an independent contractor. No agent, employee, or servant of
Consultant shall be, or shall be deemed to be, the employee, agent or servant of County. Consultant
shall be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees,
servants and sub - contractors during the performance of this Agreement.
Article VII Personnel:
Section 7.01 Consultant understands and hereby acknowledges that County is relying primarily upon
the expertise and personal abilities of George N. Tsiouvaras, P.E. This Agreement is conditioned upon
the continuing direct personal involvement of George N. Tsiouvaras, P.E. County understands that
other employees of Consultant will be working on portions of the Work; however, these employees
shall be under the direct supervision of George N. Tsiouvaras, P.E. and in the event he is unable to
remain involved in the Work, Consultant shall immediately notify County and County shall have the
option to terminate this Agreement.
Section 7.02 Consultant shall not enter into any sub - consultant agreements for the performance of the
Work without County's prior written consent, which consent may be withheld in County's sole
discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to
the Dotsero Bike Path Design Project. Consultant shall require each sub - consultant, as approved by
County and to the extent of Work performed by the sub - consultant, to be bound to Consultant by the
terms of the Agreement and to assume toward Consultant all of the obligations and responsibilities
which Consultant, by this Agreement assumes toward County.
Article VIII Ownership of Documents:
Section 8.01 All documents, electronic or otherwise, which are obtained during or prepared in the
performance of the Work are copyrighted and shall remain the property of the County, shall be so
designated on the face of the document, and are to be delivered to County's Project Manager in a
format usable by the County before final payment is made to Consultant or upon earlier termination of
this Agreement. The County agrees not to reuse the documents or any portion thereof for construction
at other locations without the express written consent of the Consultant. The County further
understands that use of similar details for similar work in the future by the Consultant shall not be
deemed a violation of the County's copyright.
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Article IX Insurance and Indemnification:
Section 9.01 To assure to County that the Consultant is always capable of fulfilling potential liability
obligations, the Consultant is required to purchase and maintain insurance of the kind, and in the
minimum amount specified below. However, the insurance requirements below shall not be deemed to
limit or define the obligations of the Consultant. Consultant is responsible for payment of any
deductibles. County reserves the right to request a certified copy of the policy(ies) for review in
addition to the standard Certification of Insurance. The Consultant shall, prior to commencing Work
under this Agreement, obtain the following minimum insurance.
a. Workers' Compensation and Employer's Liability Insurance: If services are
performed within the State of Colorado, the Consultant shall carry Workers'
Compensation and employer's liability insurance to cover liability under the laws of
the State of Colorado in connection with work performed pursuant to this
Agreement.
b. Automobile Insurance: If motor vehicles are required in the performance of services
by the Consultant under this Agreement, the Consultant shall carry automobile liability
to include owned, non -owned and hired vehicles, and limits of liability no less than
$1,000,000.00 per occurrence. County, its elected officials, administrators and
employees shall be added to the policy as additional insureds.
c. Commercial General Liability Insurance: The Consultant shall carry commercial
general liability insurance which shall include blanket contractual liability, with
coverage no less than $1,000,000.00 per occurrence and $2,000,000.00 in the
aggregate. Defense costs coverage for additional insured must be included and
outside the limits of insurance. County, its elected officials, administrators and
employees shall be additional insureds as respects this Agreement.
d. Professional Liability Insurance: Professional liability insurance at limits of no less
than $1,000,000. The Consultant shall provide errors and omissions coverage of no
less than $1,000,000 per claim and annual aggregate.
e. Sub - consultants: The Consultant shall furnish separate certificates for each
Sub - consultant in the amounts and types set forth herein.
f. Certificates of Insurance: Certificates of insurance or equivalent evidencing the
above and identified on their face as to the contract name and date of execution, shall
be submitted to County within fifteen (15) days after signing the Agreement.
g. Consultant shall maintain the foregoing coverage in effect until the Work is
completed. In addition, to the extent commercially available at reasonable rates, all such
policies shall be kept in force by Consultant until the applicable statute of limitations
have expired.
h. All policies must contain an endorsement affording an unqualified thirty (30) days'
notice of cancellation to County.
i. All policies must be written by insurance companies whose rating in the most recent
Best's rating guide is not less than A- (VII).
Section 9.02 The Consultant shall, to the fullest extent permitted by law, indemnify and hold harmless
County and any of its officials, boards, officers, agents and employees against any losses, claims,
damages or liabilities (including reasonable attorney fees in connection with investigating or defending
any such loss, claim, damage, liability or action) for which County or any of its officers, agents, or
employees may incur, but only to the extent caused by the negligent acts, errors or omissions of
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Consultant or anyone for whom Consultant is legally responsible which shall include any
subcontractor or anyone directly or indirectly employed by any of them in the performance of the
Services hereunder.
Article X Confidentiality:
Section 10.01 Consultant acknowledges that it may receive confidential information from County for
use in connection with its performance of the Work. Consultant further acknowledges that it may in the
performance of the Work develop information, including facts, data, and opinions, which are, or in
County's judgment should be, confidential or limited in terms of dissemination. Consultant shall take
all precautions necessary to maintain and protect the confidentiality of any such information and to
ensure that it shall be used only for the purposes of the Work. All facts, data, and opinions developed
by Consultant in the course of its performance of the Work shall be deemed to belong to County and
no such facts, data, or opinions shall be disseminated to anyone for any purpose without County's
express written consent unless required by law or court order to be disclosed. Upon completion of the
Work, Consultant shall return to County all material it supplied to Consultant in connection with the
performance of the Work.
Article XI Assignment/Third Party Beneficiary:
Section 11.01 The parties to this Agreement recognize that the Services to be provided pursuant to this
Agreement are professional in nature and that in entering into this Agreement County is relying upon
the personal services and reputation of Consultant. Therefore, Consultant may not assign its interest in
the Agreement, including the assignment of any rights or delegation of any obligations provided
therein, without the prior written consent of County, which consent County may withhold in its sole
discretion. The parties agree that County may assign this Agreement and in such event County shall
have no responsibility hereunder so long as assignee assumes County's rights and obligations under
this Agreement.
Section 11.There are no third -party beneficiaries under this Agreement with the power and ability to
enforce the terms of this Agreement.
Section 11.03 This Agreement shall be binding on and inure to the benefit of the parties hereto, and
their respective successors and assigns.
Article XII Notices:
Section 12.01 Any notice and all written communications required under this Agreement shall be given
by personal delivery, courier delivery, facsimile transmission together with a "hard copy" by United
States mail, or first class mail, to the appropriate party at the following addresses:
Consultant: Tsiouvaras Simmons Holderness
5690 DTC Blvd. Suite 345 W
Greenwood Village, CO 80111
County:
Ellie Caryl, Project Manager
ECO Trails Department, Eagle County
P.O. Box 1070
Gypsum, CO 81637
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Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted
during customary business hours, or the following business day if not), or three calendar days after
deposit in the mails, as applicable.
Article XIII Miscellaneous:
Section 13.01 Consultant shall not discriminate against any employee or applicant for employment to
be employed in the performance of this Agreement on the basis of race, color, religion, national origin,
sex, ancestry, physical handicap, sexual orientation, age, political affiliation, or family responsibility.
Consultant shall require all sub - consultants to agree to the provisions of this subparagraph.
Section 13.02 The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement, warranty or agreement as to any
matter other than those herein expressed. This Agreement embodies the entire understanding and
agreement of the parties, and there are no further or other agreements or understandings, written or
oral, in effect between them relating to the subject matter hereof. This Agreement may not be
amended, including by any modification of, deletion from or addition to the scope of the Work except
by a written document of equal formality executed by both parties hereto.
Section 13.03 This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any
action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the
State of Colorado.
Section 13.04 Unless otherwise set forth herein, this Agreement does not and shall not be deemed to
confer upon or grant to any third party any right enforceable at law or equity arising out of any term,
covenant, or condition herein or the breach thereof.
Section 13.05 Budget / Appropriation: Notwithstanding anything to the contrary contained in this
Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to
Consultant in respect of any period after any December 31 of each calendar year during the term of this
Agreement, without an appropriation therefore by the County in accordance with a budget adopted by
the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et seq.), and the
TABOR Amendment (Constitution, Article X, Sec. 20).
Section 13.06 Notwithstanding anything to the contrary herein County does not waive the monetary
limitations or any other rights, immunities or protections provided by the Colorado Governmental
Immunity Act, C.R.S. 24 -10 -101 et.seq.
Section 13.07 In the event of any conflict between this Agreement and any exhibits or attachments hereto,
this Agreement shall control.
Section 13.08 The words sub - contractor and sub - consultant are used interchangeably in this Agreement.
Section 13.09 Consultant shall pay all taxes imposed by any federal, state or local taxing authority on all
payrolls and compensation of its employees and subcontractors and any other taxes, fees and charges
levied against Consultant on account of this Agreement.
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Section 13.10 Provision Mandated by House Bill 1343: Prohibitions on Public Contract for Services
If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8- 17.5 -101,
et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of
this Contract, Consultant certifies that it does not knowingly employ or contract with an illegal alien
who will perform under this Contract and that Consultant will participate in the E -verify Program or
other Department of Labor and Employment program ( "Department Program ") in order to confirm the
eligibility of all employees who are newly hired for employment to perform work under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this
contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the Consultant
that the subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under the public contract for services.
B. Consultant has confirmed the employment eligibility of all employees who are newly
hired for employment to perform work under this Contract through participation in the
E -verify Program or Department Program, as administered by the United States
Department of Homeland Security. Information on applying for the E -verify program
can be found at:
http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm
C. Consultant shall not use either the E -verify program or other Department Program
procedures to undertake pre - employment screening of job applicants while the public
contract for services is being performed.
D. If Consultant obtains actual knowledge that a subcontractor performing work under the
public contract for services knowingly employs or contracts with an illegal alien, the
Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the Consultant
has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph (D)
the subcontractor does not stop employing or contracting with the illegal alien;
except that the Consultant shall not terminate the contract with the subcontractor
if during such three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with an illegal
alien.
E. The Consultant shall comply with any reasonable request by the Department of Labor
and Employment made in the course of an investigation that the department is
undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5).
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F. If Consultant violates these prohibitions, the County may terminate the contract for a
breach of the contract. If the contract is so terminated specifically for a breach of this
provision of this Contract, the Consultant shall be liable for actual and consequential
damages to the County as required by law.
G. The County will notify the office of the Colorado Secretary of State if Consultant
violates this provision of this Contract and the County terminates the Contract for such
breach.
Article XIV General Conditions:
Section 14.01 Consultant shall provide and pay for labor, materials, consumables, equipment, tools,
utilities, permits, licenses, transportation, and other facilities and services necessary for proper
execution and completion of the Services.
Section 14.02 Consultant shall be responsible for having taken steps reasonably necessary to ascertain
the nature and location of the Services, and the general and local conditions which can affect the
Services or the cost thereof. Any failure by Consultant to do so will not relieve him from
responsibility for successfully performing the Services without additional expense to the County.
County assumes no responsibility for any understanding or representations concerning conditions
made by any of its officers, employees or agents prior to the execution of this Agreement, unless such
understanding or representations are expressly stated in the Agreement.
Section 14.03 Before commencing activities, Consultant shall: (1) verify field conditions; (2) carefully
compare this and other information known to Consultant with that of the Agreement; and (3) promptly
report errors, inconsistencies or omissions discovered to County.
Section 14.04 Consultant shall supervise and direct the Services, using Consultant's professional skill
and attention. Consultant shall be solely responsible for and have control over means, methods,
techniques, sequences and procedures, and for coordinating all portions of the Service.
Section 14.05 No charge shall be made by Consultant for hindrances or delays from any cause
whatever during the progress of any portion of the Services, unless such hindrance or delay is caused
in whole or in part by acts or omissions within the control of County. In any event, County may grant
an extension an extension of time for the completion of the Services to be performed, provided it is
satisfied that delays or hindrances were due to causes outside of Consultant's control, e.g. weather, or
to acts of omission by County, provided that such extensions of time shall in no instance exceed the
time actually lost to Consultant by reason of such causes, and provided further that Consultant shall
have given County immediate notice in writing of the cause of the detention or delay.
Section 14.06 The performance of the Services may be terminated at any time in whole, or from time
to time in part, by County for its convenience. Any such termination shall be effected by delivery to
the Consultant of a written notice ( "Notice of Termination ") specifying the extent to which
performance of the Services are terminated and the date upon which termination becomes effective.
After receipt of a Notice of Termination, and except as otherwise directed by County, Consultant shall,
in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of
such requests in implementation thereof as County may make, to assure the efficient, proper closeout
of the terminated Services (including the protection of County's property). Among other things,
Consultant shall, except as otherwise directed or approved by County:
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a) stop the Services on the date and to the extent specified in the Notice of Termination;
b) place no further orders or subcontracts for services, equipment or materials except as may be
necessary for completion of such portion of the Service as is not terminated;
c) terminate all orders and subcontracts to the extent that they relate to the performance of
Services terminated by the Notice of Termination;
d) assign to County, in the manner and to the extent directed by it, all of the right, title and
interest of Consultant under the orders or subcontracts so terminated, in which case County
shall have the right to settle or pay any or all claims arising out of the termination of such
orders and subcontracts;
e) with the approval of County, settle all outstanding liabilities and all claims arising out of such
termination or orders and subcontracts; and
f) deliver to County, when and as directed, all documents and all property which, if the Services
had been completed, Consultant would be required to account for or deliver to County, and
transfer title to such property to County to the extent not already transferred.
In the event of such termination, Consultant shall be compensated for the work satisfactorily
performed up through the termination date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through its COUNTY
MANAGER
By: ��''/
Keith Montag, County ager
CONSULTANT: TSIOUVARAS SIMMONS
HOLDERNESS, INC.
B ,
Title: 77.€s r/
STATE OF COLORADO }
} ss:
County of Ay a c.,� e r e, }
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The foregoing was acknowledged before me this riot • vlck
day of Y Isla. r( , 2012
by 1 d( 20 Y � 1\1. Ts; Dm/ AN&Sitf, Tsiouvaras Simmons Holderness, Inc.
My commission expires: 11 113 t a 0 14
Notary Public Seal Not Public
:DEHe"i .
�5�.••oTagy.9F tt
Y :
• I
• i
■ OF CO _ -
My Commission Expires 11113/2014
10
.: . 34,
TSIOUVARAS EXHIBIT A
HDLDERNESS
CONSULTING ENGINEERS
February 16, 2012
Ms. Ellie Caryl
ECO Trails Program Manager
PO Box 1070
Gypsum, CO 81637
Delivery: 3289 Cooley Mesa Road
RE: Bike Path Design Dotsero Colorado
Dear Ms Caryl:
Tsiouvaras Simmons Holderness is pleased to provide work hours and costs for the design of the bike path along
the I -70 Frontage Road from the railroad bridge on the east to the Colorado River Road on the west in Dotsero
Colorado. The scope includes:
D Coordination and Review Meetings
Attend meetings up to 8 hours total
D Data Collection and setup of CAD base files
Assemble available information from CDOT to build base files to support the project development.
Utilize the existing survey information.
D Bike Path Design Vertical and Horizontal Alignment
Develop basic design model and plan, profile and detail sheets for the bike path from the Railroad to
Colorado River Road assuming an at -grade crossing east of the Colorado River. This design would be
incorporated into the existing Dotsero Bridge replacement project.
D Drainage
Look at drainage needs and incorporate into the final drainage plan for the bridge replacement project.
D Plans and Estimate
Prepare FOR and Final plans sheets that will be incorporated in the CDOT bridge replacement project
which includes plan, profile, signing and striping elements. Develop estimate for the bike path elements.
This scope of work assumes the plans will be incorporated into the CDOT bridge replacement project.
We look forward to having the opportunity to work with you on this effort.
Sincerely,
TSIOUVARAS SIMMONS HOLDERNESS, Inc.
George N. Tsiouvaras, P.E.
Attachments
P: \1101181 - Dotsero Bridge over Colorado\Management \Correspondence \Out\Eagle County
Tsiouvaras Simmons Holdemess, Inc.
5690 DTC Blvd., Level 3, Suite 345W
Greenwood Village, CO 80111
(303) 771 -6200 main
(303) 771 -6800 fax
EXHIBIT B
Hour Estimate for Bikepath Eagle County
Tsiouvaras Simmons Holderness, Inc.
1111212012
Dotsero Bike Path Design
Scoping Project
Hrsl Subtotal Project Prof. Sr Total
Item Task Sheets Sheet Hours Mana.er En.ineer Desi.ner Admin Hours
Dotsero Bike Path Design
Al Project Management (1 hrs/wk x 4 weeks) 4 4 8
A2 Coordination and Review Meetings (4 (1 hr.) Meetings) 4 4
A3 Survey 0
A4 Data Collection 2 2
A5 Bike Path At Grade Verticle and Horizontal Alignment 8 34 42
Model detailed grading 2 34 36
A6 Drainage 4 24 28
A7 SWMP 0
A8 Detour/Traffic Control Plans 0
A9 Tabulation of Quantities 6 10 16
A10 FOR Submission, Meeting, Revisions 8 24 32
All Specifications 0
Al2 Geotechnical 4 4 8
A13 Signing and Striping 4 4 8
A14 CBC Design 0
A15 Estimate 2 6 8
A16 Bike Path below garde alternatives _ 0
Hours Subtotal:1 1 1 01 101 441 1341 41 1921
B Optional Services ( Not included in Cost Worksheet)
B1 0
B2 0
Hours Subtotal:) 01 1 1 0 1 of 0 1 01 01
Total Hours: 10 44 134 4 192
Average Rates $ 138.33 $ 115.43 $ 97.58 $ 74.70
$ 1,383.32 $ 5,079,08 $ 13,075.84 $ 298.80
Total Labor $ 19,837.04
Expenses $ 100.00
Subconsultants $ -
Total $ 19,937.04
