HomeMy WebLinkAboutC15-116 Nash-Johnson Associates, Inc. Agreement AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN COUNTY OF EAGLE, STATE OF COLORADO, AND NASH-JOHNSON ASSOCIATES, INC. THIS AGREEMENT("Agreement") is effective as of the I �, day of /,f ,2015 by and between Nash-Johnson Associates, Inc., a Colorado Corporation(hereinafter"Consultant"or "Contractor")and Eagle County, Colorado, a body corporate and politic(hereinafter"County"). RECITALS WHEREAS, Eagle County desires to obtain a professional appraisal of the A&R property defined in Exhibit C(the"Property"); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise,and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS,this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor,personnel and materials necessary to perform and complete the services described in Exhibit A("Services")which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services no later than April 10, 2015 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A,then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County's Representative. The Open Space Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 30th of April, 2015. 4. Extension or Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived, except by agreement signed by both parties.No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed$5,300. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent,tasks performed,who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County Count shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries,bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. 2 Eagle County Prof Services Final 5/14 d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after,nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S. 29-1-101 et. seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County's prior written consent,which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant,to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant,by this Agreement, assumes toward County. County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County,with limits of liability of not less than$1,000,000 per claim and$2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall 3 Eagle County Prof Services Final 5/14 precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s)for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M.Best"rating of not less than A-VII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty(30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s)is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from County, and hereby authorizes Consultant's broker,without further notice or authorization by Consultant,to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant,at its own expense,will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. 4 Eagle County Prof Services Final 5/14 ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly,this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights)to the same as County shall from time to time request. For purposes of this paragraph,the term"documents"shall mean and include all reports,plans, studies,tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant(including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i) personally delivered, or(ii)when mailed in the United States mail, first class postage prepaid, or(iii) when delivered by FedEx or other comparable courier service, charges prepaid,to the parties at their respective addresses listed below, or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission, or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its 5 Eagle County Prof Services Final 5/14 address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Toby Sprunk 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8698 Facsimile: 970-328-7185 E-Mail: toby.sprunk @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us CONSULTANT: Nash-Johnson&Associates,Inc. 4045 South Broadway, Suite 204 Englewood, CO 80113 Phone: 303-761-6103 FAX: 303-761-1609 Email: NJAppraiser @nashjohnson.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors 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 costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part,at any time and for any reason, with or without cause, and without penalty therefor with seven(7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide 6 Eagle County Prof Services Final 5/14 • County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue,Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant,partnership,joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes,rules and regulations. 7 Eagle County Prof Services Final 5/14 e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours,upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen(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)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement 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 Services under this Agreement. 8 Eagle County Prof Services Final 5/14 • a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual 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 Services under this Agreement 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 undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; 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 undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three(3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. 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). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. 9 Eagle County Prof Services Final 5/14 [REST OF PAGE INTENTIONALLY LEFT BLANK] 10 Eagle County Prof Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: 4..11arkw Ati Brent McFal Co ity Manager CONSULTANT: NASH-JOHNSON ASSOCIATES,INC. By: --Nr/y^i•Lr41— Print Name: nt<Axil 6C,7 Title: F.51+ awt 10 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE,FEES 12 Eagle County Prof Services Final 5/14 Nash-Johnson Associates, Inc. Real Estate Appraisers - Consultants Michael R. Nash,MAI,Al-GRS, Randall Johnson,Joseph B. Franklin,MAI Carol Simon, Kevin Columbia,Amy J.Williams, MAI, Elisabeth F.Wagner 4045 South Broadway,Suite 204 349 W. Jefferson Avenue Englewood,Colorado 80113 PO Box 95 Hayden,CO 81639 (303)761-6103 Fax: (303)761-1609 (970)276-2532 Fax: (970)276-9102 Email: NJAppraisers(Wnashjohnson.corn Eagle County Open Space Attention: Mr. Toby Sprunk Open Space Coordinator PO Box 179 500 Broadway Eagle, CO 81631 tobv.sorunk @eaglecounty.us March 13, 2015 Re: Proposal/engagement letter for real estate appraisal services involving real property, more specifically, the 160 acre, "A and R Parcel,"Eagle County, Colorado (subject property); said services intended for decision-making related to the possible acquisition of the subject property Dear Mr. Sprunk, I am providing this proposal/engagement letter for real estate appraisal services as we discussed. 1) All appraisal services provided by appraisers of Nash-Johnson Associates, Inc. (Appraiser), will conform with the requirements of the Uniform Standards of Professional Appraisal Practice(USPAP) and the Appraisal Institute. 2)An appraisal of the subject real property will be provided in the format of a USPAP appraisal report (Report), to be used exclusively by appropriate representatives of (1) Eagle County Open Space (Client), (2) Eagle Valley Land Trust, (3) Town of Eagle Open Space, (4) Eagle Ranch Wildlife Commission, and (5) Great Outdoors Colorado. The report is to be used exclusively for decision- making related to the possible acquisition of the subject property. 3)The appraisal will provide an opinion of the Market Value of the fee simple estate of the real property subject to the assumptions and limiting conditions attached to this proposal/engagement letter as Exhibit 1. 4) Market Value is defined as: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale,the buyer and seller, each acting prudently,knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. Buyer and seller are typically motivated; 2. Both parties are well informed or well advised, and acting in what they consider their best interests; 3. A reasonable time is allowed for exposure in the open market; EagieCoA&REagle.PRQ031315 Eagle County Open Space Attention: Mr. Toby Sprunk Open Space Coordinator Re: Proposal/engagement fetter for real estate appraisal services involving real property, more specifically,the 160 acre, "A and R Parcel," Eagle County, Colorado (subject property); said services intended for decision-making related to the possible acquisition of the subject property 4. Payment is made in terms of cash in U.S. dollars or in terms of financial • arrangements comparable thereto; 5. The price represents the normal consideration for the property sold unaffected by special or creative financing or sale concessions granted by anyone associated with the sale.' 5) The Report will be provided via E-mail to the Client (digital, pdf format will be sent to toby.sprunkCaeaglecounty.us)no later than April 10, 2015 if the Appraiser receives the Client's written request for the Appraiser's services if the Appraiser receives the Client's written request for the Appraiser's services no later than March 24,2015. Said"written request"is signified by the Appraiser's receipt of this proposal/engagement letter signed by the Client and information pertinent to the subject property being appraised such as legal descriptions and title work. 6)Two written, bound copies of the Report will be delivered to the Client if requested by the Client after the Client's receipt of the respective, E-mailed, PDF, digital copy of the Report. 7) The appraisal fee for these services is $5,300. Additionally, the Client will pay to the Appraiser incurred travel expenses, but not to exceed $350. 8) In the event that the Appraiser is requested, subpoenaed, or otherwise required to give testimony or attend any public or private hearing or judicial proceedings as a result of having prepared the Report the Client shall pay to the Appraiser at the rate of $200.00 per hour for any time spent for the preparation, travel, attendance, and/or testimony required and all travel expenses incurred. 9) With regard to all proposed work unforeseen delays beyond the control of the Appraiser (i.e. incomplete and/or incorrect information from the Client, changes by the Client to the assignment after work has begun, responses for confirmation of market data, severe weather) will be considered in performance time. 10) If changes to the subject property are made and this results in additional work or conferences are requested by the Client concerning said changes this additional work will be billed at a rate of$200.00 per hour and will be added to the fee previously stated in this proposal. 11)In addition to all other terms and conditions of this proposal/engagement letter,Appraiser and Client agree that Appraiser's services under this proposal/engagement letter and Report(s), and any use of the Report(s),are and will be subject to the statements,assumptions and limiting conditions,and other terms set forth in the Report(s). Appraiser's standard appraisal statements, assumptions and limiting conditions, and terms are attached to this proposal/engagement letter as Exhibit 1 and incorporated Title 12 of the Code of Federal Regulations,Part 1608 EagleCoA&REagle.PR0031315 Eagle County Open Space Attention: Mr. Toby Sprunk Open Space Coordinator Re: Proposal/engagement letter for real estate appraisal services involving real property, more specifically, the 160 acre, "A and R Parcel,"Eagle County, Colorado (subject property); said services intended for decision-making related to the possible acquisition of the subject property herein. Appraiser may determine additional conditions and terms affecting the appraisal during performance of the assignment,which may be identified in the Report(s). If this proposal is acceptable,please,sign and date below and send it to the Englewood office of Nash- Johnson Associates,Inc.,along with information pertinent to the subject property being appraised such as legal descriptions and title work. Thank you, Michael R. Nash, MAI, Al-GRS Please, proceed with the appraisal services proposed herein as I have returned this signed proposal/engagement letter to the Englewood office of Nash-Johnson Associates, Inc., along with information pertinent to the subject property being appraised such as legal descriptions and title work. Date: Eagle County Open Space Toby Sprunk Eag IeCoA&REag I e.PRO031315 EXHIBIT 1 -ASSUMPTIONS AND LIMITING CONDITIONS This is to certify that the appraiser(s), in submitting this statement of the their opinion of value of the subject property, acted in accordance with and were bound by the following assumptions and limiting conditions: 1. This appraisal is to be used in whole and not in part. No part of it shall be used in conjunction with any other appraisal. 2. No responsibility is assumed for matters which are legal in nature. The legal descriptions furnished are assumed to be correct. 3. Title is assumed to be marketable. Unless otherwise noted,property has been appraised as though free and clear of liens and encumbrances. 4. No attempt has been made to render an opinion of title or of the status of easements or of any other matters of legal character. 5. Possession of this report, or copy thereof, does not carry with it the right of publication nor may it be used for any purpose by any but those who contracted for it without the previous written consent of the appraiser. 6. Neither all nor any part of the contents of this report shall be conveyed to the public through advertising, public relations, news sales, or other media without the written consent and approval of the appraiser. 7. All engineering is assumed to be correct and the sketches and illustrative materials in this report are included to assist the reader in visualizing the property only. 8. We are not required to give testimony or to appear in court by reason of this appraisal,with reference to the property in question, unless arrangements have been previously made. 9. The comparable sales data relied upon in this appraisal is believed to be from reliable sources; however, it was not possible to inspect the comparables completely, and it was necessary to rely on information furnished by others as to data; therefore, the value conclusions are subject to the correctness and verification of said data. 10. The appraiser(s) have inspected, as far as possible by observations, the land and the improvements;however,itwas not possible to personally observe conditions beneath the soil or hidden structural components within the improvements. Therefore,no representations are made as to these matters, and unless specifically considered in this report, the value estimate is subject to any such conditions that could cause a loss in value. 1 11. Unless otherwise stated in this report,the existence of hazardous material,which may or may not be present on the property, was not observed by the appraiser. The appraiser(s), however,are not qualified to detect such substances. The presence of substances such as asbestos,urea-formaldehyde foam insulation,or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired. 12. It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless non-compliance is stated, defined, and considered in this appraisal. 13. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a nonconformity has been stated, defined, and considered in the appraisal report. 14. It is assumed that all required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local,state,or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 15. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report. 16. Responsible ownership and competent property management are assumed. 17. The Americans with Disabilities Act("ADA")became effective January 26, 1992. We have not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property,together with a detailed analysis of the requirements of the ADA, could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since we have no direct evidence relating to this issue, we did not consider possible non-compliance with the requirements of ADA in estimating the value of the property. 2 EXHIBIT B Insurance Certificate 13 Eagle County Prof Services Final 5/14 ® SUN DATE(MM/DD/YYYY) AFRO CERTIFICATE OF LIABILITY INSURANCE R045 2/23/2015 THIS CERTIFICATEIS 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'S 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 CONTACT NAME: INTUIT INSURANCE SERVICES INC PHONE (A/C. Ij NASHASS-01 KYOUNG ACORE CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/23/2015 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 CONTACT Peliton Insurance-CL House Accts Peliton Insurance PHONE 303 - FAX 290-0884 4600 S.Ulster Street#1400 (A/C,No,Ext):( )771 1800 (A/C,No):(303) Denver,CO 80237 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Hartford INSURED INSURER B: Nash-Johnson Assoc.,Inc. INSURER C: Randy Johnson 4045 So Broadway,#204 INSURER D: Englewood,CO 80110 INSURER E: 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 ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD END POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR - 34SBAKB0729 11/19/2014 11/19/2015 Mal occu ence) $ 300,000 MED EXP(Any one person) _ $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: AUTOMOBILE LIABILITY CO aBII JED1)SINGLE LIMIT $ 2,000,000 A ANY AUTO 34SBAKB0729 11/19/2014 11/19/2015 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED — AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ - $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Property 34SBAKB0729 11/19/2014 11/19/2015 $250 Ded. 53,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Eagle County is listed as additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE • Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 500 Broadway,PO Box 179 ACCORDANCE WITH THE POLICY PROVISIONS. Eagle,CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. 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