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HomeMy WebLinkAboutECHDA16-006 JV DeSousa LLCAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND J.V. DESOUSA, L.L.C. c- nns AGREEMENT ("Agreement") is effective as ofthe K day ofApril, 2016 by and between J.V. DESOUSA, L.L.C. , a Colorado Limited Liability Company (hereinafter "Consultant" or "Contractor") and Eagle County Housing and Development Authority, a body corporate and politic (hereinafter ECHDA"). RECITALS WHEREAS, ECHDA desires to develop affordable housing apartment units on an approximately 0.78 acre parcel of land owned by its affiliate Senior Care Land Company LLC and the primary scope of work for the Consultant will be to develop a preliminary assessment of the capability and capacity of the site and preliminary design of a project which meets ECHDA's design criteria. The Consultant will also provide alternative preliminary designs to assist in developing conceptual cost models which ECHDA will use to assess feasibility of the Project. If the Project proves to be feasible, Consultant may be asked to provide conceptual design drawings and full construction documents (collectively the "Project"). The Project will be located on Lot 3 in Eagle Ranch Filing Number 29 in Eagle, Colorado (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 I hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and ECHDA in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration ofthe foregoing and the following promises Consultant and ECHDA agree as follows: 1. Services. The services are anticipated to be performed in phases as set forth below and Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete each phase ofthe services as more fully described in Exhibit A (collectively the "Services") which is attached hereto and incorporated herein by reference. Consultant shall not begin any phase of the Services until it receives a Notice to Proceed from ECHDA to commence Services for that particular phase. ECHDA will issue a written Notice to Proceed in its sole discretion and Consultant acknowledges and agrees that ECHDA shall not be obligated to issue a Notice to Proceed in connection with any particular phase ofthe Services. There is no guarantee that Consultant will be authorized to proceed with any or all phases ofthe Project. All Services, regardless ofphase shall be performed in accordance with the provisions and conditions ofthis Agreement. Consultant's Services may ultimately include the following phases: 1. Concept Design Phase u. Design Development Phase m. Construction Documentation Phase (which includes construction drawings, bidding and negotiation) ECHDA16-006 iv. Construction Phase Services (which includes construction observation, and warranty inspection) a. Consultant agrees to furnish the Services for each phase as described in Exhibit A and subject to a written notice to proceed. Consultant agrees to furnish the Services for each phase in accordance with the schedule set forth in Exhibit A and if none, in accordance with the schedule set forth in a Notice to Proceed. Ifno 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. ECHDA's Representative. The Housing 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 in accordance with the schedule adopted for each phase of the Services and until the Services are satisfactorily completed. 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 prior written authorization and acknowledgement by ECHDA for such additional services in accordance with ECHDA's internal policies. In the event Consultant fails to obtain prior written authorization and acknowledgement by ECHDA for additional services, Consultant's rights to additional compensation shall be deemed waived. 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 ECHDA 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. Rick Ullom or Jill Klosterman shall have authority to execute amendments and modifications to this Agreement within the parameters of the appropriated funds for these Services. 5. Compensation. a. ECHDA's budget for direct building costs (typically divisions 2 through 16 of a construction contract) is not more than three million dollars and does not include contingency. Consultant acknowledges that ECHDA will need to secure various approvals for the Project and funding or financing to proceed with construction ofthe Project. Consultant shall use reasonable professional efforts to design the Project to fit within ECHDA's budget. b. Consultant will be compensated for the Services actually and satisfactorily performed by it at the rates set forth in Exhibit A and subject to the not to exceed amounts set forth herein. The performance of all ofthe Services under this Agreement shall not exceed Two Hundred Ten Thousand Dollars ($210,000) for all phases of the Services. The parties expressly agree that the 210,000 not to exceed amount includes each phase of the Services identified in paragraph 1 2 ECHDA Professional Services Final 5/14 above. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside ofnormal business hours unless specifically authorized in writing by ECHDA. Compensation for the Concept Design Phase shall be at the rates set forth on Exhibit A and shall not exceed thirty-two thousand dollars ($32,000.00). Compensation for the Design Development Phase shall be at the rates set forth on Exhibit A and shall not exceed forty thousand dollars ($40,000.00). Compensation for the Construction Documentation Phase shall be based on a percentage of the total construction hard costs ofthe Project at the rates set forth on Exhibit A. The parties agree that at such time as a construction contract may be executed for the Project, an amendment to this Agreement will be executed to identify the specific percentage rate that will apply using the percentage scale set forth in Exhibit A. Notwithstanding the foregoing, in no event will the total compensation for all of the phases exceed $210,000. c. 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 ECHDA may request. d. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by ECHDA shall be identified on Exhibit A and shall not exceed $13,300.00. Out-of-pocket/reimbursable expenses will be reimbursed at 1.1 times the actual expense incurred and are in addition to 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 ECHDA. e. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA 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 ofsuch determination and request for reimbursement from ECHDA, Consultant shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. f. ECHDA 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 ofthis Agreement. g. Notwithstanding anything to the contrary contained in this Agreement, ECHDA 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 ECHDA in accordance with a budget adopted by the Board ofECHDA in compliance with 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 ECHDA 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 ofthe Services or additional services without ECHDA's prior written consent, which may be withheld in ECHDA's sole discretion. ECHDA shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance ofthis Agreement and no personnel to whom ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by 3 ECHDA Professional Services Final 5/14 ECHDA and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms ofthis Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward ECHDA. ECHDA shall have the right (but not the obligation) to enforce the provisions ofthis 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. ECHDA hereby consents to Norris Design, Inc. and NA, Incorporated as sub-consultants to Consultant in connection with the Services. Consultant shall be responsible for the performance of the Services by sub-consultants and compensating sub-consultants. ECHDA shall only be responsible for compensation to Consultant as set forth herein. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense except as set forth below, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. t. 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. m. 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 ECHDA, with limits of liability of not less than $2,000,000 per claim and $2,000,000 in the aggregate. ECHDA agrees to pay two thousand eight hundred dollars toward the cost of Consultant's professional liability coverage which amount is included in the out of pocket/reimbursable expenses amount set forth herein. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall 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 ECHDA, Eagle County, and Senior Care Land Company, 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 ECHDA 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. 4 ECHDA Professional Services Final 5/14 111. 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 ofnot less than A-Vll. 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 ECHDA. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to ECHDA 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 ECHDA, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request ofECHDA for a complete copy of the policy. vm. Consultant shall advise ECHDA 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 ECHDA a new certificate of insurance showing such coverage. ix. IfConsultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to ECHDA, ECHDA shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof and shall remain in full force and effect through the statute of limitations applicable to the Services and Project. xi. The parties hereto understand and agree that the ECHDA 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 ECHDA, 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. xm. Consultant represents and warrants that J.V. DESOUSA, L.L.C. provides the professional liability (errors and omissions coverage) for its professionals under its corporate policy. In reliance upon that representation by Consultant, ECHDA agrees that ECHDA will not seek damages from Consultant's employees, officers or directors on an individual basis in connection with the Project. Further, to the extent permitted by law, ECHDA agrees to limit the liability of Consultant and its subcontractors to the limits of their respective insurance as set forth herein and in Exhibit B. It is the 5 ECHDA Professional Services Final 5/14 intent of the parties that this limitation shall apply to any and all liability or cause of action associated with the Project, unless otherwise prohibited by law. 8. Indemnification. The Consultant shall indemnify and hold harmless ECHDA, Senior Care Land Company LLC, Eagle County, and any oftheir officers and employees (hereinafter collectively Indemnified Parties") against any losses; claims, damages or liabilities for which the Indemnified Parties 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 to the extent caused by Consultant's or its sub- consultant' s negligent acts, errors or omissions, shall be responsible to the Indemnified Parties for their reasonable attorney fees and costs, legal and other expenses incurred by the Indemnified Parties 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 Indemnified Parties to the extent that the Indemnified Parties are 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 as instruments of service are and shall remain the property of the Consultant whether the Project for which they are created is completed or not. However, ECHDA shall be permitted to retain copies, including reproducible copies, of the Documents for use, reference and information by ECHDA, its consultants and contractors in connection with the ECHDA's development and construction ofthe Project. In addition, ECHDA shall have an irrevocable, paid-up, perpetual license and right, which shall survive the termination of this Agreement, to use the Documents and the ideas and designs contained in them for any purpose in connection with the Project, with or without participation or consent ofthe Consultant. For purposes of this paragraph the term "Documents" shall mean and include all instruments of service, reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced or prepared by or for the Consultant (including any employee or sub-consultant in connection with the performance ofthe Services and additional services under this Agreement. The Documents should be in electronic .dwg format. In the event that ECHDA reuses the Documents for another project, without retaining the original authors, ECHDA releases the Consultant and its sub-consultants from all claims and causes of action arising from such use. 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 transmitted via e-mail with confirmation ofreceipt. Either party may change its address for purposes ofthis paragraph by giving five (5) days prior written notice of such change to the other party. ECHDA: Attention: Jill Klosterman 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 E-mail: jill.klosterman@eaglecounty.us 6 ECHDA Professional Services Final S/14 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-mail: atty@eaglecounty.us CONSULTANT: J.V. DESOUSA, L.L.C. 1910 Seventh Street, Third Floor Boulder, CO 80302 Telephone: 720-301-0500 E-mail: jv@jvdesousa.com 11. Coordination. Consultant aclmowledges 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 ECHDA 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 ECHDA with a copy of such notification. Consultant shall not lmowingly cause other consultants or contractors extra work without obtaining prior written approval from ECHDA. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. ECHDA 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 ECHDA with all documents as defined in paragraph 9 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned materials and documents. ECHDA shall pay Consultant for Services satisfactorily performed to the date oftermination. 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 ofthe State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each ofwhich 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 ofthe signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, ifapplicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101to121. 7 ECHDA Professional Services Final 5/14 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 ECHDA 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 ofthis Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance ofthis Agreement. Time is ofthe 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 ofECHDA. 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 ECHDA and Consultant except that ofindependent contractor. Consultant shall have no authority to bind ECHDA. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with applicable laws, codes, rules and regulations. 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 ofthis Agreement without the prior written consent of the ECHDA. Any attempt to assign this Agreement without such consent shall be void. ECHDA shall have the right to assign this Agreement to a lender advancing funds in connection with the Project, or to any partnership, affiliated entity or any entity formed by ECHDA. ECHDA shall be permitted to make such an assignment in ECHDA's sole and absolute discretion. Upon such assignment, ECHDA shall have no further obligations hereunder. Further, Consultant agrees to make such revisions to this Agreement as may be reasonably required by ECHDA or any lender for the Project, and Consultant agrees to comply with customary requirements ofconstruction and permanent lenders which may be imposed, including, but not limited to, execution of a subordination agreement(s). 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 ofthis Agreement shall not affect the validity or enforceability ofany other provision hereof. 8 ECHDA Professional Services Final 5/14 j. Consultant shall maintain for a minimum of three years, adequate :financial and other records for reporting to ECHDA. Consultant shall be subject to :financial audit by federal, state or ECHDA auditors or their designees. Consultant authorizes such audits and inspections ofrecords 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 ECHDA 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, ifa 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. IfConsultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution ofthis 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. 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 ofHomeland Security. Information on applying for the E-verify program can be found at: http:l/www.dhs.gov/xpreyprot/programs/gc 1185221678150.shtm c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening ofjob 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: 9 ECHDA Professional Services Final 5!14 i. Notify the subcontractor and ECHDA 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 ifwithin three days ofreceiving 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, ECHDA 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 ECHDA as required by law. g. ECHDA will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and ECHDA terminates the Agreement for such breach. Rest ofpage intentionally left blank] 10 ECHDA Professional Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY JESSERESKA NOTARY PUBLIC STATE OF COlOAAOO NOTARY ID 20154023249 MY COMMISSION EXPIRES JUNE 12, 2019 11 ECHDA Professional Se;vices Final 5114 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES SCOPE OF SERVICES: Concept Design Phase: Consultant will meet with ECHDA staff, gather and review information provided by ECHDA, analyze and draft a problem statement, create a project program and ere.at&; sketch concepts for site organization, building massing and form and program organization. Coqst{;at'~l~chedule and attend a Pre-design Conference with the Eagle Ranch Design Review Board..r<::'. · ("7,~')< . " .. ' ' ...• ! J \ 1; • t Study and analyze alternative design solutions to arrive at a :final.¢0ncept design that meets ECHDA's program and budget. Create documentation to describe the or~anizat~~ form, scale and character ofthe project to allow a thorough and reasonably accurate construction-cost estimate to be developed for ECHDA. Consultant will attend progress meetings and provide progress documents for review and comment by ECHDA prior to attending Eagle Ranch Design Review Board meetings and at the completion of this phase. At the conclusion ofthis phase the Consultant will file a Preliminary Plan Application and meet with the Eagle Ranch Design Review Board. Design Development Phase: After receiving written approval to proceed from ECHDA, Consultant will develop the conceptual design, finalize selection of building and landscape systems. Consultant and subconsultants will produce a thorough, scaled and dimensioned illustrative set of drawings fixing the design of the project as to architectural, structural, mechanical and electrical systems, unit mix and unit types, common spaces, amenities and such other elements as may be appropriate. At the conclusion of this phase the Consultant will file a Final Plan Application and meet with the Eagle Ranch Design Review Board. Consultant will also seek and obtain approvals from the Town of Eagle. Consultant will attend progress meetings and provide progress documents for review and comment by ECHDA prior to attending Eagle Ranch Design Review Board and Town of Eagle meetings and at completion ofthis phase. Construction Documentation Phase: After receiving written approval to proceed from ECHDA, Consultant will prepare documentation to accurately and thoroughly describe the construction ofthe building. Documentation shall include Architectural, Civil, Landscape, Structural, Mechanical, Electrical and Plumbing drawings and specifications. Consultant shall assist ECHDA in obtaining, on behalf of ECHDA, all permits and approvals of governmental authorities having jurisdiction over the Project in connection with the construction of the Project. Consultant shall assist ECHDA in bidding and negotiation of a contract to construct the Project. Assistance shall include preparation of bid documents, administering pre-bid meeting, respond to bidders' questions, analysis of bids and recommendation of contractor selection. Construction Phase Services: Consultant shall advise and consult with ECHDA during the construction of the Project. Consultant shall have authority to act on behalf of ECHDA only to the extent provided in this Agreement and the same 12 ECHDA Professional Services Final 5/14 shall not be extended without written agreement of the parties. The Consultant shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures in connection with the construction work. Consultant shall not be responsible for the contractor's failure to perform the construction work in accordance with the requirements ofthe construction contract documents. Consultant will be ECHDA's representative during construction and in all instances in the construction contract documents where Consultant bas the authority to make decisions concerning quality of and acceptance of the work performed by contractor, the Consultant shall first discuss such decision and proposed acceptance with ECHDA and obtain its approval prior to communicating with the contractor. Further, in all instances in the construction contract documents where Consultant bas the authority to make a decision that impacts the Project budget or construction contract price or payment to the contractor, or contract time or schedule, then Consultant shall first discuss the payment or costs or change in contract time or schedule with ECHDA and obtain its approval prior to approving any payment, additive or deductive work or change in contract time or schedule. This paragraph is not intended as and shall not be a waiver of Consultant's responsibility for oversight of the work. Consultant will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality ofthe executed work and to determine, in general, ifthe work is proceeding in accordance with the construction contract documents. Consultant will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. Consultant's efforts will be directed toward providing for ECHDA a greater degree of confidence that the completed work will conform to the construction contract documents. On the basis of such visits and on- site observations, as an experienced and qualified design professional, Consultant will keep ECHDA informed ofthe progress of the work, and will endeavor to guard ECHDA against defects and deficiencies in the work. Consultant will be responsible for responding to and issuing requests for information, interpretations, clarifications and request for architect supplemental information and for review of shop drawings. Consultant will issue, with reasonable promptness, such written clarifications or interpretations of the construction contract documents (in the form of drawings or otherwise), which shall be consistent with, or reasonably inferable from, the overall intent of the construction contract documents. Consultant after conferring and receiving approval ofECHDA will have authority to disapprove or reject work which is defective, and will also have authority after receiving approval ofECHDA to require special inspection or testing ofthe work as fabricated, installed, or completed. Consultant will assist ECHD and supply requested information in an appropriate format in the event of differing site conditions, suspension ofwork, uncovering work, identifying equivalent equipment or material substitutions all as set forth in the construction contract documents. Consultant will be the initial interpreter of the requirements ofthe construction contract documents and will judge of the acceptability of the work thereunder only after first conferring with and receiving approval from ECHDA. Claims, disputes, and other matters relating to the acceptability ofthe work, or the interpretation ofthe requirements ofthe construction contract documents pertaining to the execution and progress of the work, shall be referred initially to Consultant in writing with a request for a formal decision which Consultant will render in writing within a reasonable time after conferring with and receiving approval from ECHDA. Consultant shall be responsible for, after conferring with and receiving approval ofECIIDA and in accordance with construction contract documents, review and approval of pay applications and review of the Project in connection with a recommendation of substantial completion and final acceptance. 13 ECHDA Professional Services Final 5/14 Contractor, with approval ofECHDA, may authorize minor changes in the work, not involving an adjustment in the contract price or contract time, which are consistent with the overall intent of the construction contract documents. ECHDA may execute appropriate change orders prepared by Consultant covering changes in the work which are required by ECHDA, or required because ofdiffering site conditions or emergencies or because of uncovering work found not to be defective all as approved by ECHDA in its sole discretion. The construction contract price and contract time may only be changed by a change order. Any change in the construction contract price or contract time must be approved by Consultant and ECHDA in accordance with the construction contract documents shall be incorporated in a change order. Consultant shall be responsible for inspecting the Project one year after substantial completion and again prior to expiration of any warranty period or extension thereof for the Project to identify any warranty items requiring correction. Excluded Services: The following are specifically excluded from the scope of basic services provided under this contract: renderings other than those that may be prepared for the Eagle Ranch Design Review Board and if necessary, Town ofEagle, cost estimating, LEED certification and management, energy modeling/HERS rating, fire protection system design, lighting design, surveying, geotechnical engineering. SCHEDULE: The phases of the work shall be completed within the following periods oftime. Concept Design Phase: nine weeks from written notice to proceed. Design Development: eight weeks from written approval to proceed. Construction Documentation: ten weeks from written approval to proceed. Construction Phase services shall commence with the award of a contract for construction and terminates at the expiration of the warranty period for the Project. COMPENSATION: Fee for design services shall be determined based upon the hourly rates set forth below: Concept Design Phase Fess Shall Not to Exceed $ 32,000 Design Development Phase Fees Shall Not to Exceed $ 40,000 Hourly Rates Architecture Principal-in-Charge Project Architect Job Captain Designer 2 Designer 1 Intern Clerical 135 120 90 80 65 50 50 travel $100) travel $100) 14 ECHDA Professional Services Final 5/14 Landscape Architecture Principal Landscape Architect/Planner Senior Landscape Architect/Planner Landscape Architect/Planner 110-$150 85 -$110 65 -$85 80-$90 130 90 65 Graphic Designer Photographer IT Specialist Clerical Civil Engineering Principal Project Manager Senior Project Manager Senior Designer Project Engineer Design Engineer CAD Designer Administrative Support 140-$172 124-$132 112 -$116 104-$116 108 -$112 100 100 88 -$92 The fees for the Construction Documentation Phase shall be based upon construction hard costs as follows but in no event shall the total compensation for all phases (Concept Design, Design Development, Construction Documentation and Construction Phase) exceed $210,000: Construction value less than $2,500,000 2,500,000 -$2,800,000 2,800,000 -$3,000,000 Fee 180,000 7.5% of construction hard costs 210,000 REIMBURSABLE EXPENSES: Reimbursable expenses shall be compensated at 1.1 times actual expense incurred. Project related reimbursable expenses include: printing, delivery, plan review fees, mileage. Travel shall be reimbursed in one ofthe two following ways: 1. Consultants shall drive personal or company vehicles and mileage shall be reimbursed at $0.54 per mile. 2. Consultants shall drive rental cars and actual cost ofrental (car and fuel) shall be reimbursed at 1.1 times actual expense incurred. The parties agree that the ECHDA • s contribution of $2,800 for insurance shall be included in the out of pocket/reimbursable expense amount set forth herein. Out of pocket/reimbursable expenses shall not exceed $13,300 and such expenses shall be in addition to the overall not to exceed contract price. 15 ECHDA Professional Services Final 5/14 EXHIBITB Insurance Certificate 16 ECHDA Professional Services Final 5/14 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 4/13/2016 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 endorsementls\. PRODUCER CONTACT NAME: USI Colorado, LLC Prof Liab rA~~N_\=_ c ... ,. 800-873-8500 I FAX P.O. Box 7050 t&tr. Nnl· Englewood CO 80155 ~~!:--. INSURER(S) AFFORDING COVERAGE NAIC# INSURERA:Charter Oak Fire Insurance Company 25615 INSURED JVAINC INSURER B: Travelers Indemnity Company 25658 JVA, Inc. INSURER c: Pinnacol Assurance Company 41190 1319 Spruce Street INSURER D :XL Specialty Insurance Company 37885 Boulder CO 80302 INSURER E : Travelers Property Gas. Co. of Amer 25674 INSURERF: COVERAGES CERTIFICATE NUMBER· 1800877439 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 POLICYEFF POLICY EXP LIMITSLTRINSDWVDPOLICYNUMBERIMM/DD/YYYYl IMM/DDIYYYYl A x COMMERCIAL GENERAL LIABILITY y y 6801421L860 5/1/2015 5/1/2016 EACH OCCURRENCE $2,000,000 - D CLAIMS-MADE Q OCCUR DAMAGE TO RENTED PREMISES IEa occurrence) $1,000,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $4,000,000rl0PRO-DLoc PRODUCTS ·COMP/OP AGG $4,000,000POLICYJECT OTHER: $ E AUTOMOBILE LIABILITY y y BA1696L578 5/1/2015 5/1/2016 CUMl>IN"-Ut~INGLE LIMI I { Ea accident $1,000,000 x ANY AUTO BODILY INJURY (Per person) $ ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON-OWNED PROPERTY DAMAGExHIREDAUTOSxAUTOS (Per accident) $ B x UMBRELLA LIAB MOCCUR y y CUP6968Y20A 5/1/2015 5/1/2016 EACH OCCURRENCE $8,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $8,000,000 DED Ix I RETENT10N$1o,ooo $ c WORKERS COMPENSATION y 4131403 5/1/2015 5/1/2016 I PER I I OTH- AND EMPLOYERS' LIABILITY X STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 0 N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 g~~~~ftf[~~ ~~°6PERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 D Professional Liability DPR9723645 5/1/2015 5/1/2016 Per Claim 2,000,000 Claims Made Aggregate 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional lnsured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional lnsured's under Umbrella I Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella I Excess Liability policy See Attached ... CERTIFICATE HOLDER Eagle County Housing and Development Authority PO Box 850 Eagle CO 81631 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: JVAINC LOC#: ADDITIONAL REMARKS SCHEDULE Page 1 __ of _1 _ AGENCY NAMED INSURED USI Colorado, LLC Prof Liab JVA, Inc. POLICY NUMBER 1319 Spruce Street Boulder CO 80302 CARRIER INAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. Eagle County and Senior Care Land Company as listed as additional insured on this policy. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NORRDES-01 SUVARNAL ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 4/12/2016 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 ~I~CT Willis Towers Watson Certificate Center Willis of Colorado, Inc. W8N,i0 Extl: (877) 945-7378 I rffc Nol: (888) 467-2378c/o 26 Centu~ Blvd P .0. Box 305 91 ~~D~~ss: certificates@willis.com Nashville, TN 37230-5191 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B : Hartford Fire Insurance Company 19682 Norris Design, Inc. INSURER c : Colony Insurance Company 39993 1101 Bannock INSURERD: Denver, CO 80204 INSURERE: INSURERF: 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 '~' POLICYEFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DDNYYY\ IMM/DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -=: J CLAIMS-MADE [!] OCCUR UAMA\>t: TO t<t:N I t:Uxx34SBAPN342811/05/2015 11/05/2016 PREMISES (Ea occurrencel $ 500,000 - MED EXP (Any one person) $ 10,000 - PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 4,000,000 =i [!]PRO-DLOC PRODUCTS -COMP/OP AGG $ 4,000,000POLICYJECT OTHER: $ AUTOMOBILE LIABILITY fi:~~~~~~~t~INGLE LIMIT $ 2,000,000 - A ANY AUTO x x 34SBAPN3428 11/05/2015 11/05/2016 BODILY INJURY (Per person) $ ALL OWNED ~SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ x NON-OWNED PROPERTY DAMAGExHIREDAUTOSAUTOS (Per accident} $ x UMBRELLA LIAB MOCCUR EACH OCCURRENCE $ 1,000,000 - A EXCESS LIAB CLAIMS-MADE 34SBAPN3428 11/05/2015 11/05/2016 AGGREGATE $ 1,000,000 DED I x I RETENTION $ 10,000 $ WORKERS COMPENSATION x I ~f~TUTE I I OTH- AND EMPLOYERS' LIABILITY ER B Y/N x 34-WEC-CB6628 11/05/2015 11/05/2016 1,000,000ANYPROPRIETOR/PARTNER/EXECUTIVE [!] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 g~~~~r~i[~~ ~~'6PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 c Professional Liab IAE13076 -0 11/05/2015 11/05/2016 See Attached DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Named Insureds: Norris Design, Inc.; Norris Dullea Company, LLC; Norris Design AZ., LLC; Norris Design IL, LLC and Norris D Texas, LLC and Norris Design, Inc. When required by written contract, Certificate Holder and ECHDA, Eagle Co. and SCLC are Additional Insureds on General Liability and Auto Liability as respects ongoing operations performed by the Insured for the Additional Insureds. Coverage Is Primary and Non-contributory • SS0008 04/05. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ECHDA AUTHORIZED REPRESENTATIVE Attn: Jill Klosterman ~ P.O. Box 850 1Eaale CO 81631 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: NORRDES-01 SUVARNAL ------------------ LOC #: 1 -------~ ACORD" ADDITIONAL REMARKS SCHEDULE AGENCY Willis of Colorado, Inc. POLICY NUMBER SEE PAGE 1 CARRIER I NAICCODE SEE PAGE 1 SEE P1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: NAMED INSURED Norris Design, Inc. 1101 Bannock Denver, CO 80204 EFFECTIVE DATE: SEE PAGE 1 Page 1 of 1 Blanket Waiver of subrogation is included when required by written contract and as permitted by law.· SSOOOB 04/05 and WC000313. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COVERAGE LIMITS POLICY TYPE: Professional Liability $2,000,000 Per Claim CARRIER: Colony Insurance Company $4,000,000 Aggregate POLICY TERM: 11/5/2015 -11/5/2016 $10,000 Deductible POLICY NUMBER: IAE13076 -0 0 0 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 3 4 WEC CB 6 62 B Endorsement Number• O5 Effective Date: 08/12 /l::i Enective hour is the same as stated on the Information Page of the policy. Named Insured and Address: NORRIS DESIGN INC 1101 BANNOCK, LLC NORRIS DULLEA CO LLC 1101 BANNOCK DENVER, CO 80204 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Form WC 00 03 1J Printed in U.S.A. Process Date: 10/15/15 SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Authorized Representative Policy Expiration Date: 11/05I2016 Client#: 1261556 JVDES ACORD™ CERTIFICATE OF LIABILITY INSURANCE IDATE (MMIDD/YYYY) 4/15/2016 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 ~)(~~~ .. , USI Colorado, LLC Prof Liab llJ8Nifo Extl: 800 873-8500 I FAXIA/C, Nol: P.O. Box 7050 E-MAIL ADDRESS: Englewood, CO 80155 INSURER(&) AFFORDING COVERAGE NAIC# 800 873-8500 1NsURERA: Sentinel Insurance Company Ltd. 11000 INSURED INSURER e : Hartford Ins Co of the Midwest 37478 JV Desousa LLC Architecture and Design 1NsURER c : XL Specialty Insurance Company 37885 1910 7th Street, Floor 3 INSURERD: Boulder, CO 80302 INSURERE: INSURERF: 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 ADDL SUBR POLICYEFF POLICY EXP LIMITSLTRINSRWVDPOLICYNUMBER (MM/DD/YYYYl IMM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY y y 34SBW115092 ~3/12/2016 03/12/2017 EACH OCCURRENCE $1 000.000 I CLAIMS-MADE [!] OCCUR ~AM~G~ W~NTEDREISSaoccurrenceI $1,000,000 MED EXP (Any one person) s10,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 =i [!]PRO-DLOC s2,000,000POLICYJECTPRODUCTS -COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY y y 34SBW115092 ~3/12/2016 03/12/2017 li:~~~~~~~tfINGLE LIMIT s1,000,000 - ANY AUTO BODILY INJURY (Per person) $ ALL OWNED ~SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON-OWNED PROPERTY DAMAGExHIREDAUTOSxAUTOSIPeraccidentl $ -$ a ~ UMBRELLA LIAB ~OCCUR y y 34SBWll5092 ~3/12/2016 03/12/2017 EACH OCCURRENCE s$1 ooo ooo EXCESS LIAB CLAIMS-MADE AGGREGATE s$1,000 ooo oEo I xi RETENT10Ns10 ooo $ B WORKERS COMPENSATION y 34WEGCD3700 03/12/2016 03/12/2017 X l~!f~TllTF I l~JH-AND EMPLOYERS' LIABILITY y N ANY PROPRIETOR/PARTNER/EXECUTIVE~ E.L. EACH ACCIDENT $1.000 000OFFICER/MEMBER EXCLUDED? N N/A Mandatory In NH) E.L. DISEASE-EA EMPLOYEE $1,000 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT s1.000,000 c Professional DPW9802581 ~3/12/2016 03/12/2017 $2,000,000 per claim Liability $2,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional lnsured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insured under Umbrella I Excess Liability but only with respect to liability arising out of the Named lnsured's work performed on behalf of the certificate holder and owner. See Attached Descriptions) CERTIFICATE HOLDER Eagle County Housing and Development Authority 500 Broadway PO BOX850 Eagle, CO 81631 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD S17675879/M17667575 LXOBC DESCRIPTIONS (Continued from Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella I Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. Additional lnsured's: ECHOA, Eagle County and Senior Care Land Company, its associated of affiliated entities, its successors and assigns, elected officials, employees, agents, volunteers SAGITTA 25.3 (2014/01) 2 of 2 S17675879/M17667575 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy Number: Endorsement Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST ANY PERSON OR ORGANIZATION FOR WHOM YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THIS AGREEMENT SHALL NOT OPERATE DIRECTLY OR INDIRECTLY TO BENEFIT ANYONE NOT NAMED IN THE AGREEMENT. B. THIS PROVISION 3. DOES NOT APPLY IN THE STATES OF PENNSYLVANIA AND UTAH. Nothing herein contained shall be held to vary, waive, alter, or extend any of the terms, conditions, agreements or declarations of the policy, other than as herein stated. This endorsement shall not be binding unless countersigned by a duly authorized agent of the company, provided that if this endorsement takes effect as of the effective date of the policy and, at issue of said policy, forms a part thereof, countersignature on the declarations page of said policy by a duly authorized agent of the company shall constitute valid countersignature of this endorsement. Form G-2240-3 B Printed in U.S.A. Process Date: Authorized Representative SEQ Page 1 of2 Policy Expiration Date: Client#:1083121 JVAINC ACORD^CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDTYYYY) st04t2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGANVELY AMEND, EXTEND OR ALTEB THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTTTUTE A CONTRACT BETWEEN THE |SSU|NG TNSURER(S), AUTHORTZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE FIOLDER. IMPoRTANTI lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. lf SUBROGATION lS WAIVED, subject to the terms and conditions of the pollcy, aertain pollcles may requlre an endorsement. A statement on thls certificate does not confer rights to the certilicate holder In lieu of such endorsement(s), PRODUCER USI Colorado, LLC Prol Llab P.O. Box 7050 Englewood, CO 80155 800 873-8500 NAME: lNEo. Exr):800 873-8500 liff u"', E.MAIL ADDFESS: tNsuREF(S) AFFORDTNG COVERAGE NAIC# TNSUFER A , Gharter Oak Fire lnsurance Comp 25615 INSURED JVA, Inc. 1319 Spruce Street Boulder, CO 80302 tNsuBER B , Travelers lndemnity Company 25658 TNSUBER c: Pinnacol Assurance Company 11190 TNSUREB D: XL Speclalty Insurance Company 3788s INSUFEF E: INSURER F: COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVEBEENISSUED TOTHE INSURED NAMEDABOVE TONTHC POIICYPCNIOO INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITIONOF ANY CONTRACTOR 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. IN\jF LTR TYPE OF INSURANCE POLICY NUMBER LIMITS A X COMMERCIAL GENEBAL LIABIUTY I cuttuts.t',troE I Xl occun x x 6801421 L860 ,5t01t2016 05t01t201i EACH OCCURRENCE $2.000.000 .BENTED s1.000.000 MED EXP (Anv ons oerson)$10,000 PERSONAL & ADV INJURY e2,000,000 GEl fL AGGREGATE LIMIT APPLIES PER: ,o,,." [il5l& [1.o" OTHER: GENERAL AGGREGATE $4.000,000 PRODUCTS. COMP/OP AGG s4,000.000 D A AU'I X T OMOAILE LIABILITY ANYAUTO ALLowNED f-]scHeouleoAUTOS I AUTOS H'RED Auros LI-l lmg*"to X x BA1696L578 )5/01/2016 05t0112011 Q(,MBINEU SINGLE LIMII lEa adidentl s1.000.000 BODILY INJURY (Per person)s BODILY INJURY (Per accident)$ FHOFEFTY DAMAGE lPcr ael.lantl $ o B )(UMBRELLA IIAE EXCESS LIAB X I occun-l ", o,r.-ro* x x cuP5G343469 )6,n112016 0s1011201i EACH OCCURRENCE $8.000.000 AGGREGATE s8,000.000 oeo I Xl nerrr.rnor.rs10000 $ c WOBKERS COIIPENSATION AND EMPLOYFRS' LIABILTTT N/A x 4131403 )5/01/2016 05101t2011 v ltsEt( | IOIH.A I QTATI ITF I IEA ANy pBopRrEToFypnRrrueRyexecwve *rloFF|oEF/MEMBEREXCLUDEO? | Nl(ilandalory In NH) 11 yes, describg under DESCRIPTION OF OPEFIATIONS heldw E.L EACH ACCIDENT $1.000.000 E.L DISEASE. EA EMPLOYEI 01.000,000 E.L. DISEASE. POLICY LIMIT E1,000,000 D Professional Liability Claims Made DPR9804447 )5/01/2016 051011201',$2,000,000 per claim $3,000,000 annl aggr. DESCRIPTION OF OPEBATIONS / LOCAilONS / VEHICLES (ACORD 101, Additlonal Femarks Schedule, may be attached It more space ls requtred) As required by written contract or written agreement, the following provisions apply subject to the policy terms, condilions, limitations and exclusions: The Certificate Hotder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automoblle Liability; and Additional lnsureds under Umbrella / Excess Liability but only with respect to liability arising out of the Named lnsured work performed on behalf of the certificate hotder and owner. (See Attached Descriptions) Eagle County Housing and Development Authority PO Box 850 Eagle, CO 81631.0000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WTTH THE POLTCY PROVTSIONS. @ 198&2014 ACORD CORPORATION. All rlghts reserved. The ACORD name and logo are registered marks of ACORD RDSZP AcoRD 25 (2014t01, 1 ot 2#sl 7804903/M1 7799829 DESCRIPTIONS (Continued f rom Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensatlon. The Umbrella / Excess Llablllty policy provides excess coverage over the General Llabillty, Automoblte Liability and Employers Liability. Please note lhat Additional Insured status does not apply to Professional Liability or Workers' Compensation. Eagle Counly and Senior Care Land Company as listed as additional insured SAGfTTA 2s.3 (2014t01) 2 ot 2 #s17804903/M17799829