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Home My WebLink AboutC18-357 Jviation IncPage 1 of 25 MASTER AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN JVIATION, INC. AND EAGLE COUNTY, COLORA DO Eagle County, Colorado hereinafter called the “Sponsor”, agrees to retain, the firm of Jviation, Inc. hereinafter called the “Engineer” to perform the scope of engineering and architectural services as outlined below, and hereinafter called the “Project” a t the Eagle County Regional Airport. The term of this agreement ("Agreement") shall become effective upon execution by the Parties and will remain in effect until October 31, 2023, or as terminated in accordance with the terms below. SECTION 1. PROJECT LIST 1.1 The scope of work contemplated under this A greement with regard to the Project is for engineering services for improvements to the Eagle County Regional Airport. All engineering services performed pursuant to this Agreement and any amendments thereto shall be referred to as "Work " or the "Services". Unles s specifically excluded by a future amendment, all such terms and conditions set forth herein shall apply to all Work by Engineer. All such terms and conditions of this Agreement Said improvements will include, but are not limited to, the following items: a)Air Carrier and General Aviation apron rehabilitation and / or new construction. b)Taxi -way and Connectors rehabilitation and / or new construction. c)Drainage Improvements. d)West runway and taxiways extension. e)Landside parking drainage and paving improvements. f)Electrical and Lighting upgrades and expansion. g)Air Terminal renovation and / or expansion. h)AARF / SRE facility expansion or replacement. i)Storm water management plan update and revisions. j)Land Acquisi tion. k)Construction of General Aviation areas, FBO aprons and stop ways. l)Airport landside access roads or airside service roads new construction and / or rehabilitation. m)Security fencing. n)Navigational aids. o)International Terminal p)De-Ice Pad q)Or other work as identified. SECTION 2. SCOPE OF SERVICES The e ngineer ing services to be provided in connection with the Project will be specified in a mendment s to this Agreement , a sample of which is attached as Exhibit A hereto (each an "Amendment"), or in a Statement of Work (an “SOW”) accompanying such Amendment (such services c ollecti vely , when and as specified in Amendments and SOWs , t he “Work" or the "Services ”). DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 2 of 25 2.1 Basic Services . Engineer shall: 2.1.1 A ssist the Sponsor in the preparation of the p re-application , p rogram s ketch, p rogram n arrative, and e ngineer ’s e stimate , required s tatements and n otifications, the e nvironmental d ocumentation, and s tate and r egional reviews as required. 2.1.2 Consult/coordinate with the a irport a uthority, a irport staff, the F ederal A viation A dministration (“FAA”), users, c ity, county, and other interested parties; 2.1.3 Planning, procuring, and/or preparing necessary surveys, geotechnical engineering investigations, field investigations, and architectural and engineering studies required for design considerations; 2.1.4 Review, and revise as necessary, the airport drawings which provide th e basis for the project design; 2.1.5 Prepare preliminary Plans and Specifications and cost estimates for the design and construction ; 2.1.6 Provide an acceptable airport l ayout p lan, including e xhibit s and associated drawings, as required; 2.1.7 Prepare and submit final Plans and Specifications and other contract documents for approval by the Sponsor and (as required) to the FAA prior to advertising for bids; 2.1.8 Prepare a d esign e ngineer ’s r eport, including estimates of final quantities and opinion of probable construction costs. The report will be submitted with the final Plans and Specifications to the Sponsor and when applicable to the FAA; 2.1.9 Prepare or assist in the preparation of an a pplication for f ederal f unds and a property map ; 2.1.10 Prepare Construction Safety and Phasing Plan (CSPP); 2.1.11 Coordinate the establishment of bid proposals into schedules to allow flexibility of award to match the funds available; 2.1.12 Provide complete sets of approved Plans and Specifications and other contract documents for bidding the project; 2.1.13 Arrange for and conduct a p re-bid c onference and job showing; 2.1.14 Assist with the bid opening and processing of bid documents and make r ecommendations to the Sponsor for award of contract schedules; 2.1.15 Perform miscellaneous engineering services, e.g. hydrology studies, as requested by airport management. 2.2 Special Services . The Engineer may also provide the following special S ervices: 2.2.1 Soils and pavement investigations (for design ), including performing soils and/or pavement testing and investigation of proposed construction areas as required for design. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 3 of 25 2.2.2 Topographic surveys (for design), including performing topographic surveys of proposed con struction areas as required for design. 2.2.3 Construction administration, including administering proposed construction activity. 2.3 Field Engineering Services . This Section 2.3 shall apply only if engineering coordination services are included within an Amendmen t. In such case, Engineer shall a rrange for and conduct a p re-c onstruction c onference , and shall provide complete resident engineering coordination of the construction work on the Project, with sufficient qualified inspectors , who shall be present during all construction operations, to observe that construction is accomplished in accordance with the P lans and S pecifications. It is expressly understood that the term “engineering coordination ” does not mean that the Engineer will assume any responsibility t hat replaces in any way the duties and authority of a c onstruction s uperintendent or other c ontractor charged with responsibility for the construction operation , including ways or means of construction or job site safety. 2.3.1 The Engineer, in carrying out his or her responsibilities for engineer coordination, shall endeavor to guard the Sponsor against defects and deficiencies in the permanent work constructed by the c ontractor, but does not in any way guarantee the performance of the c ontractor. The provi sions of this Section 2.3 do not limit or modify Engineer’s duty to act in accordance with the professional standards set forth in Section 7 below. 2.3.2 Whenever the Engineer considers it necessary or advisable in endeavoring to guard the Sponsor against defe cts and deficiencies in the work constructed by the c ontractor, the Engineer shall have the authority to provide surveys and to observe and check surveys conducted by the c ontractor. 2.3.3 The Engineer shall conduct materials tests required by the FAA and observ e and evaluate all such tests made by the c ontractor in the field and in the laboratory as necessary in accordance with the P lans and S pecifications. Copies of all test reports will be furnished to the Sponsor and the FAA. Test results will be available within 24 hours of receipt . 2.3.4 The Engineer shall act as the Sponsor ’s agent during construction to protect the Sponsor ’s interest and shall have the authority to recommend to the Sponsor that the construction be stopped if not in accordance with the Plans an d Specifications . The Engineer will furnish the Sponsor and the FAA a weekly construction progress and inspection report if requested. 2.3.5 The Engineer shall prepare all addition and deletion change orders and supplemental agreements as re quired. After acceptance of a c onstruction c ontract by the c ontractor, copies will be submitted to the Sponsor and the FAA for approval and signature before proceeding with the work. 2.3.6 The Engineer shall prepare periodic estimates during the construction of the P roject and shall prepare the final estimate when the work is completed. Periodic estimates shall be submitted regularly to the Sponsor for the concurrence and submittal to the FAA for Federal participation payment requests. 2.3.7 The Engineer sha ll review the submitted weekly c ontractor ’s payrolls, check shop drawings, and construction submittal; and prepare and maintain necessary records of construction progress. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 4 of 25 2.3.8 When the P roject has been completed and is ready for final acceptance, the Engineer shall arrange for inspec tion of the finished work by the FAA, the Sponsor, the c ontractor, and the Engineer, following which the final estimate for the work will be considered by the Sponsor. 2.3.9 Upon acceptance of the P roje ct, the Engineer shall prepare r ecord d rawings, including any field surveying required to compute final quantities, and a c onstruction e ngineering r eport, and shall provide the Sponsor and the FAA with one (1) set of reproducible r ecord d rawings, one electronic copy and one (1) copy of the c onstruction r eport. The se documents shall be provided in both hard copy and in an electronic format acceptable to the Sponsor. 2.3.10 On completion of the P roject, the Engineer shall prepare and supply the Sponsor with an a irport p avement m aintenance p rogram for the improvements constructed under the Project. SECTION 3. COMPENSATION AND PAYMENT The Sponsor shall pay Engineer the consideration set forth in each Amendment; which consideration shall constitute complete payment for all S ervices furnished in connection with the work required to b e performed under the Amendment. 3.1 Method of Compensation . Each Amendment shall specifically identify the S ervices, the type of compensation, the applicable rates, and the reimbursable expenses. Compensation for Services shall be on a Lump Sum or Cost -Plus -a -Fixed -Fee basis as mutually agreed to by the parties prior to the performance of the Services . 3.1.1 For performance of Services included in each “Lump Sum” Amendment, which shall be defined and delineated in advance, payment to the Engineer will be made on t he basis of a lump sum. The agreed lump sum shall represent full payment for all payroll, overhead, profit, and other direct non -salary expenses as hereinafter described. The lump sum will not increase nor decrease unless there is a C hange in S cope (as d efined below). In that event, the lump sum would be subject to re -negotiation, and Engineer will prepare and submit a supplemental Amendment for Sponsor’s approval. 3.1.2 For performance of Services described in each “Cost -Plus -a -Fixed -Fee ” A mendment, the Sponsor shall reimburse the Engineer for allowable costs such as salary, overhead, and direct non-salary expenses, plus a fixed fee. (A) The rates are identified on Exhibit B, Established Hourly Rate Schedule, and hereby incorporated. The rates set forth in E xhibit B are subject to annual revision by the Engineer. Annual revision must be provided to Sponsor in writing. (B) The ove rhead rate is 180.2% and is subject to annual revision by the Engineer. Annual revision must be provided to Sponsor in writing. (C) The fixed fee is 20% of labor costs and is subject to annual revision by the Engineer. Annual revision must be provided to Sponsor in writing. Amendments with a cost -plus -a -fixed -fee payment may be renegotiated for both the contract upper limit , defined as the not -to-exceed contract value, and the fixed fee. In order for renegotiation to occur, the following must take place: DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 5 of 25 1) The Engineer must alert the Sponsor when the Engineer’s cumulative costs approach the upper limit. 2) The Sponsor and Engineer should a ssess whether the remaining work effort can be completed within the remaining contract limits. 3) The Engineer must obtain Sponsor written approval before exceeding the upper limit. An increase in costs over the original contract value can occur for several reasons including, but not limited to, poor performance of construction contractor that results in additional i nspection and oversight efforts ; increase in construction contract time due to weather events that exceed the norm for the location; and added sc ope of work or services. On occasion, the Engineer is called upon to continue technical inspection services on construction contracts overrunning the program schedule contemplated at the time of negotiation. In most instances, the time element is beyond th e control of the Engineer . In this instance the Engineer must be reimbursed for services in excess of the specified period of time agreed upon in each Amendment at a mutually acceptable fee negotiated at the time all the pertinent circumstances are known. The cost of additional Engineer technical inspection services that result from contractor caused construction delays will be included in the liquidated damages established for construction contracts. 3.2 Expenses . Sponsor shall pay all publishing costs for ad vertisements of notices, public hearings, requests for bids, and other similar items; shall pay for all permits and licenses that may be required by local, state, or federal authorities; and shall secure the necessary land, easements, and rights -of-way req uired for the P roject. 3.3 Payment Schedule . 3.3.1 For performance of the Services described in each Amendment, Sponsor shall pay the compensation set forth in such Amendment in monthly increments over the period of performance of the Services , based on percentage c ompleted unless other specific payment schedules are mutually agreed to and set forth in the Amendment. 3.3.2 Payments for all S ervices satisfactorily performed pursuant to executed Amendments shall be due within thirty (30) days after the receipt of invoices. If the Sponsor disputes any portion of an invoice, it shall not be relieved of the responsibility of paying the undisputed portion thereof. 3.3.3 Notwi thstanding anything to the contrary contained in this Agreement, no charges shall be made to Sponsor nor shall any payment be made to Engineer for any Work done after December 31st of each year, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C.R.S. 29 -1 -101 et.seq.). The parties recognize that the County is a go vernmental entity and that all financial obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 3.4 Changes in Scope . 3.4.1 It is mutually understood and agreed that the Sponsor will compensate Engineer for S ervices resulti ng from significant changes in general scope of the P roject or its design, including changes in size, complexity, project schedules, character of construction, revisions to previously DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 6 of 25 accepted studies, reports, design documents for contract documents and f or preparation of documents for separate bids (collectively, “Changes in Scope”), only when: (A) Such revisions are due to causes beyond the Engineer ’s control, and (B) The parties have negotiated the cost of such Changes in Scope at the time of the anticipated change and Sponsor has authorized such additional work in an executed Amendment. 3.4.2 Compensation for such extra work when authorized by the Sponsor shall be established i n each Amendment. SECTION 4. CONTRACT DOCUMENTS 4.1 For purposes of this Agreement , the “Plan s and Specifications ” means all engineering designs, plans, drawings, specifications, and other reports that the Engineer delivers to the Sponsor in connection with the Project . 4.2 Technical Information . The Sponsor shall make available to the Engineer all technical data that is in the Sponsor’s possession including maps, surveys, property descriptions, borings, and other information required by the Engineer and relating to the Site , the Project, and the Services. 4.3 Approval of Plans . The Sponsor shall cooperate with the Engineer in the approval of the P lans and S pecifications, or should any part of such Plans and Specifications be disapproved, shall make a timely decision in order th at no undue expense will be caused the Engineer because of lack of decisions. If the Engineer is caused to incur other expenses such as extra drafting, due to changes ordered by the Sponsor after completion and approval of the plans and specifications, th e Engineer shall be paid for such extra expenses and services involved pursuant to the rates set forth in this Agreement . 4.4 Construction Cost Opinion . Upon request by Sponsor, the Engineer shall prepare an opinion of probable construction costs, representin g Engineer’s reasonable judgment as a design professional (a “Cost Report”). Such Cost Report shall be provided for Sponsor’s internal use and guidance only, and under no circumstances does Engineer guarantee the accuracy of the Cost Report as compared to contractor bids or actual cost to the Sponsor. Sponsor acknowledges that Engineer has no control over the actual costs of labor or materials, or over competitive bidding or market conditions. 4.5 Ownership of Plans . Sponsor acknowledges that the Plans and S pecifications are instruments of professional service. However, all design, plans, specifications and all other instruments of professional services pursuant to this Agreement, in any form, and regardless of the stage of completion, shall be the sole exclu sive property of the Sponsor, whether or not the Project is completed. Upon request, Engineer shall deliver to Sponsor all such instruments , regardless of the state of completion, in the format directed by Sponsor. Sponsor agrees that it will not use the plans, specifications and other documents for any other project or purpose other than that contractually identified and for post -completion maintenance, reconstruction, expansion and remodeling of the same. Sponsor agrees, to the extent permitted by law, to hold harmless Engineer for any liability resulting solely from the reuse of such instruments. 4.6 Delivery of Plan . The Engineer shall deliver to the Sponsor: (A) one (1) hard -copy of the final Plans and Specifications , and (B) the final Plans and Specifications in el ectronic form, in a DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 7 of 25 reproducible and modifiable format as reasonabl y requested by the Sponsor (such as, for example, AutoCAD, MicroStation or other computer aided design files). SECTION 5. FEDERAL COMPLIANCE Engineer represents and covenants to S ponsor as follows: 5.1 The Sponsor, the FAA , and the Comptroller General of the United States or any of their designated representatives shall have access to any books, documents, papers and records of the Engineer which are directly pertinent to the grant pro gram for the purpose of audit examination, excerpts, and transcriptions. 5.2 The Engineer has formulated, adopted, and actively maintains an affirmative action plan in compliance with Executive Order No. 11246 entitled, “Equal Employment Opportunity.” The Eng ineer does not discriminate on the basis of race, color, religion, creed, national origin, sex or age. Goals and targets are specified in the affirmative action plan to assure its implementation. 5.3 All services performed shall be in conformance with any and all applicable rules and regulations of the FAA . 5.4 It is the policy of the DOT that “Disadvantaged Business Enterprises ” (as defined in 49 CFR Part 26) shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with f ederal funds, and the requirements o f 49 CFR Part 6 shall apply to this Agreement . 5.5 The Engineer shall ensure that Disadvantaged Business En terprises have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with f ederal funds. In this regard, all Contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform in the award and performance of DOT assisted contracts. SECTION 6. INSURANCE 6.1 The Engineer shall procure and maintain at its expense during the effect ive period of this Agreement the following insurance from insurance companies authorized to do business in the State in which the Site is located , covering all operations and services under this Agreement performed by Engineer. 6.1.1 Worker ’s c ompensation and Employer’s Liability i nsurance in accor dance with the provisions of applicable law . 6.1.2 Commercial g eneral l iability in amounts not less than $1 million combined single limit per occurrence and $4 million aggregate for bodily injury, personal injury, and property damage with endorsements to include contractual liability. Engineer shall name Sponsor as Additional Insured for ongoing operations, to the extent permitted by law. Coverage shall be prima ry. 6.1.3 Automobile l iability , b odily i njury and p roperty d amage with a limit of $1 million for occurrence, combined single limit including owned, hired and non -owned autos. 6.1.4 Professional l iability i nsurance in amounts not less than $1 million per claim and $2 million aggregate. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 8 of 25 6.2 The Engineer shall furnish to the Sponsor a certificate or certificates of insurance showing compliance with this Section 6 . 6.2.1 To the extent commercially available to Jviation from its current insurance company, insurance policies req uired under subsection shall contain a provision that the insurance company or its designee must give the Sponsor written notice transmitted in paper or electronic format: (a) 30 Days before coverage is non -renewed by the insurance company and (b) within 1 0 Business Days after cancelation of coverage by the insurance company. SECTION 7. STANDARD OF CARE 7.1 Engineer shall be responsible for the completeness and accuracy of the Work, including all supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Engineer's Work shall not relieve the Engineer of any of its responsibilities. The Engineer and its pro fessional consultants shall perform the Work in a skillful, professional and competent manner and in accordance with prevailing standards of cares, skill and diligence applicable to engineers, airport, structural, electrical and mechanical engineers, as th e case may be, with respect to similar work. SECTION 8. FORCE MAJEURE 8.1 It is mutually agreed by the Parties that time is of the essence for the successful completion of all agreed upon Work. Engineer shall perform such Work diligently and without interruption at such rate of progress so as to accomplish completion with the agreed upon project schedules. Any delay or failure of engineer in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God, war, riot, strike, fire, storm, flood, windstorm, discovery or uncovering of hazardous or toxic materials or causes beyond the reasonable control of Engineer, provided that prompt written notice of such delay or suspension given by the Engineer to the Sponsor. In no event shall such notice be given more than seventy -two (72) hours after Engineer becomes aware of the cause of such delay. Upon receipt of said notice, if necessary, the time for performing shall be extended for a period of time reasonably necessary to o vercome the effect of such delays and Engineer shall be reimbursed for the cost of such delays. SECTION 9. TERMINATION 9.1 Termination by Sponsor . Upon five (5) business days written notice to Engineer, S ponsor may terminate this Agreement or any Amendment issued hereu nder, in whole or in part, for its convenience, with or without cause. In the event of such termination, Sponsor may take possession of the Project in such manner as Sponsor may deem expedient . Upon such termination, Sponsor shall be liable only for Wor k satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been completed, provided that, at its sole option, Sponsor may require the Engineer complete particular portions of the Work on a time and reimbursable expenses basis as provided herein. Upon termination, Engineer shall deliver to Sponsor all instruments entirely or partially completed pursuant Section VI (3) herein, together with all material supplied to Engineer by Sponsor. Payment will be due within thirty (30) days after Engineer has delivered the last of the instruments, together wit h any records that may be required to determine the amount due. 9.2 Termination by Engineer . If work on the Project shall be delayed for more than 30 calendar days of account of one or more of the occurrences set forth in Section 8 , or if Sponsor shall fail to pay the Engineer in accordance with the terms of Section 3 , the Engineer may, at its option, upon DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 9 of 25 five (5) b usiness days written notice to S ponsor, terminate this Agreement . In the event of any such termination, Sponsor shall reimburse the Engineer for all costs of performance of the Services as the E ngineer may have incurred on account of such delays. Sponsor shall thereafter assume all obligations, commitments, or other liabilities that Engineer shall have previously incurred or made in connection wi th its performance of the Services and for which the Engineer has not been paid and released. 9.3 Termination Without Cause . Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. In the case of such termination, Engineer shall be paid for all Services satisfactorily performed prior to the termination date. SECTION 10. INDEMNIFICATION 10.1 General Liability Indemnification . Engineer shall indemnify and hold harmless Sponsor , and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Sponsor may become subject to insofar as any such losses, claim s, damages or liabilities arise out of, directly or indirectly, th e acts and omissions of, or representations by, the Engineer or any of its sub -consultants in the performance of this Agreement. Engineer shall reimburse Sponsor for reasonable attorney fees and costs, legal and other expenses incurred by Sponsor 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 Sponsor to the extent that Sponsor is liable to such third party for such claims without regard to the involvement of the Engineer . This paragraph shall survive expiration or termination hereof. 10.2 Professional Liability Indemnification . To the fullest extent permitted by applicable law, the Engineer agrees to indemnify and hold the Sponsor harmless from and against any liabilities, claims, damages and costs (including reasonable attorney’s fees) to the extent caused by the negligence of the Engineer in performance of professional services under this Agreement. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by an applicable statute o f repose or statute of limitations SECTION 11. MISCELLANEOUS 11.1 Interpretation . In this Agreement , unless a clear contrary intention appears, (a) words used with initial -capitalized letters shall have the definitions set forth herein, (b) the term “or” shall not be used in an exclusive manner, (c) reference to any gender includes each other gender; (d ) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) “including” (with any correlative meaning “include”) means including without limitation the generality of any description preceding such term; and (f) the headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement . 11.2 Notices . All notices, reports, records, or other communications which are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by facsimile, by electronic mail (ret urn receipt requested), overnight courier, or by certified mail, to the receiving party at the following address: DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 10 of 25 If to Sponsor: Eagle County Regional Airport 219 Eldon Wilson Road Gypsum, Colorado 81637 Attention: Josh Miller, Construction Manager Tele phone: 970-328-3532 Email: josh.miller@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway P.O. Box 4708 Eagle, Colorado 81631 If to Engineer: Jviation, Inc. 900 S. Broadway, Ste. 350 Denver, CO 80209 Attention: Jim Trott and/or Jason Virzi Telephone: 303-524-3040 and/or 303 -524 -3025 Email: jim.trott@jviation.com and/or jason.virzi@jviation.com or to such other address as such party may have given to the other by notice pursuant to this Section. Notices shall be deemed given on the date of delivery: on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date: or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 11.3 Professional Services . The parties recognize that the engineering services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement, the Sponsor is relying on the professional services and reputation of Jim Trott, and Jason Virzi . The parties agree that those staff members shall be dedicated to County projects to the extent reasonably practical. Any changes to staff members dedicated to County projects will be done by mutual consent of the parties, such consent shall not unreaso nably be withheld. 11.4 Severability . The provisions of the Agreement are severable, and, if any provision shall be determined to be illegal or unenforceable, such determination shall in no manner affect any other provision hereof, and the remainder of this Agreement shall remain in full force and effect, provided however, that the intention and essence of this contract may still be accomplished and satisfied. In the event that any provision of the Agreement is held to be unenforceable or invalid by any cour t of competent jurisdiction, Engineer and Sponsor shall negotiate an equitable adjustment in the provisions of this Agreement to preserve the purpose of this contract and maintain the allocation or risk, liabilities and obligations originally agreed upon. 11.5 Governing Law . The terms of this Agreement shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Colorado . 11.6 Entire Agreement . This Agreement constitutes the entire agre ement between the parties and the terms and conditions hereof were negotiated between the parties o n an arms -length basis and no obligation or covenant of good faith or fair dealing shall be implied or interpreted as conferring upon either party any right, duty, obligation or benefit other than expressly set forth herein. No modifications or amendments to this Agreement shall be valid unless agreed to by the parties in writing and signed by their authorized representatives. No waiver of any breach or failu re of either DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 11 of 25 party to insist on strict performance of any of the terms herein shall be deemed to imply or constitute a waiver of any other term or the right thereafter to enforce any other default. 11.7 Independent Contractor. It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Engineer shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Engineer shall be, or shall be deemed to be, the employee, agent, or servant of Sponsor. 11.8 Successors; Assignment . Engineer may not assign its interest in this Agreement, including the assignment of any right or delegation of any obligations provided herein, without the prior written consent of Sponsor, which consent Sponsor may withhold in its sole discretion. Except as so provided, t his Agreement shall be binding upon each party and its successors and assig ns and shall not be deemed to be for the benefit of or enforceable by any third party . 11.9 Electronic Formats and Signatures. The Parties agree and acknowledge that this Agreement may be kept in electronic form and that an electronic version of this Agreemen t will be just as valid and enforceable as the original. This Agreement may be signed in one or more counterparts (including faxed or electronically scanned copies), each of which will be deemed on e and the same as the original. Reproductions of this execu ted original (with reproduced signatures) will be deemed to be original counterparts of this Agreement. 11.10 Record Retention . The Engineer shall maintain complete and accurate records of its performance relating to this Agreement for a period of three (3) yea rs following final payment hereunder. Sponsor shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time. SECTION 12. PROHIBITIONS ON PUBL IC CONTRACT FOR SERV ICES 12.1 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 Engineer has any employees or subcontractors, Engineer s hall comply with C.R.S. 8 -17.5 -101, et. seq., and this Agreement. By execution of this Agreement, Engineer certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Engineer 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. 12.2 . Engineer shall not: a. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or b. Enter into a subcontract that fails to certify to Engineer that the subcontractor shall not knowingly employ or contract wit h an undocumented individual to perform work under the public contract for services. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 12 of 25 12.3. Engineer 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: https://www.uscis.gov/e -verify 12.4. Engineer 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. 12.5. If Engineer obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Engineer shall be required to: a. Notify the subcontractor and County within three (3) days that Engineer has actual knowledge that the subcontractor is emplo ying or contracting with an undocumented individual; and b. 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 o r contracting with the undocumented individual; except that Engineer 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. 12.6. Engineer 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 establishe d in C.R.S. 8 -17.5 -102(5). 12.7. If Engineer 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, Engineer shall be liable for actual and consequential damages to County as required by law. 12.8 County will notify the Colorado Secretary of State if Engineer violates this provision of this Agreement and County terminates the Agreement for such breach. SECTION 13. FAA PROVISIONS The parties recognize that these Federal Provisions may be revised from time to time by the Federal Government. I. CIVIL RIGHTS ACT OF 1964, TITLE VI – CONTRACTOR CONTRACTUAL REQUIREMENTS (Reference: 49 CFR Part 21) During the performance of this Agreement , the Engineer agrees as follows: • Compliance with Regulations. The Engineer shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 13 of 25 from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. • Nondiscrimination. The Engineer, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipmen t. The Engineer shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. • Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. • Information and Reports. The Engineer shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determi ned by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of an Engineer is in the exclusive possession of another who fails or re fuses to furnish this information, the Engineer shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. • Sanctions for Noncompliance. In the event of the Engineer's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a) Withholding of payments to the Engineer under the contract until t he Engineer complies, and/or b) Cancellation, termination, or suspension of the contract, in whole or in part. • Incorporation of Provisions. The Engineer shall include the provisions of paragraphs one through five (Compliance with Regulations, Nondiscrimination, Solicitations for Subcontracts, Information and Reports, and Sanctions for Noncompliance) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant t hereto. The Engineer shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event an Engineer becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Engineer may request the Sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the Enginee r may request the United States to enter into such litigation to protect the interests of the United States. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 14 of 25 II. TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non - discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non -discrimination In Federally -Assisted Programs of The Department of Transportation —Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has b een acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national or igin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100 -209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by e xpanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III o f the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration’s Non -discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national or igin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non -discrimination against minority populations by discouraging programs, policies, and activities wi th disproportionately high and adverse human health or environmental effects on minority and low -income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 15 of 25 III. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL CIVIL RIGHTS PROVISIONS (Reference: Airport and Airway Improvement Act of 1982, Section 520; Title 49 47123;AC 150/5100-15, Para. 10.c.) The Engineer agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be exclude d from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Engineer and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. IV. DISADVANTAGED BUSINESS ENTERPRISES (Reference: 49 CFR Part 26) • Contract Assurance (§26.13) - The Engineer or subcontra c tor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Engineer shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Engineer to carry out these requirements is a material breach of th is contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate , which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the Contractor from future bidding as non -responsible. • Prompt Payment (§26.29) - The prime Engineer agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than Fifteen (15) days from the receipt of each payment the prime Engineer receives from Sponsor. The prime Engineer agrees further to return retainage payments to each subcontractor within Fifteen (15) days after the subcontractor's work is satisfactorily completed. Any delay or pos tponement of payment from the above referenced time frame may occur only for good cause following written approval of the Board. This clause applies to both DBE and non - DBE subcontractors. V. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (Reference: 49 CFR Part 20, Appendix A) The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 16 of 25 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member o f Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3) The undersigned shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or enter ing into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. VI. ACCESS TO RECORDS AND REPORTS (Reference: 49 CFR Part 18.36(i); FAA Order 5100.38) The Engineer shall maintain an acceptable cost accounting system. The Engineer agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representative’s access to an y books, documents, papers, and records of the Engineer which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Engineer agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. VII. BREACH OF CONTRACT TERMS (Reference: 49 CFR Part 18.36) Any violation or breach of terms of this contract on the part o f the contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. Sponsor will provide Engineer written notice that descr ibes the nature of the breach and corrective actions the Engineer must undertake in order to avoid termination of the contract. Sponsor reserves the right to withhold payments to Engineer until such time the Engineer corrects the breach or the Sponsor elec ts to terminate the contract. The Sponsor’s notice will identify a specific date by which the Engineer must correct the breach. Sponsor may proceed with termination of the contract if the Engineer fails to correct the breach by deadline indicated in the Sp onsor’s notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. VIII. RIGHTS TO INVENTIONS (Reference: 49 CFR Part 18.36(i)(8); FAA Order 5100.38) Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the Sponsor in any resulting invention as established by 37 CFR part 401, Rights to Inventions M ade by Non -profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 17 of 25 within in the 37 CFR §401.14. Contractor must inc lude this requirement in all sub -tier contracts involving experimental, developmental or research work. IX. TRADE RESTRICTION CLAUSE (Reference: 49 CFR Part 30.13; FAA Order 5100.38) By submission of an offer, the Engineer certifies that with respect to this solicitation and any resultant contract, the Engineer – • is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United State s Trade Representative (U.S.T.R.); • has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as publ ished by the U.S.T.R; and • has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. The Engineer must provide immediate written notice to the Sponsor if the Engineer learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Engineer must require su bcontractors provide immediate written notice to the Engineer if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accord ance with 49 CFR 30.17, no contract shall be awarded to an Engineer or subcontractor: Required Contact Provisions Issued on January 29, 2016 Page 64 AIP Grants and Obligated Sponsors Airports (ARP) 1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or 3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; Nothing contained in the foregoing shall be construed to require establishment of a system o f records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business deali ngs. The Engineer agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in all lower tier subcontracts. The contractor DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 18 of 25 may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Engineer has knowledge that the certification is erroneous. This certification is a mat erial representation of fact upon which reliance was placed when making an award. If it is later determined that the Engineer or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Sponsor or the FAA. X. TERMINATION OF CONTRACT (Reference: 49 CFR Part 18.36(i)(2); FAA Order 5100.38) The Sponsor may, by written notice to the Engineer, terminate this Agreement for its convenience and without cause or default on the part of the Engineer. Upon receipt of the notice of termination, except as explicitly directed by the Sponsor, the Engineer must immediately discontinue all services affected. Upon termination of the Agreement, the Engineer must deliver to the Sponsor all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents an d materials prepared by the Engineer under this contract, whether complete or partially complete. The Sponsor agrees to make just and equitable compensation to the Engineer for satisfactory work completed up through the date the Engineer receives the ter mination notice. Compensation will not include anticipated profit on non -performed services. The Sponsor further agrees to hold Engineer harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating part y must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. Termination by Sponsor: The Sponsor may terminate this Agreement in whole or in part, for the failure of the Enginee r to: 1) Perform the services within the time specified in this contract or by the Sponsor approved extension; 2) Make adequate progress so as to endanger satisfactory performance of the Project; 3) Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Engineer must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Engineer must deliver to the Sponsor al l data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 19 of 25 The Sponsor agrees to make just a nd equitable compensation to the Engineer for satisfactory work completed up through the date the Engineer receives the termination notice. Compensation will not include anticipated profit on non -performed services. The Sponsor further agrees to hold Engineer harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Sponsor determines the Engineer was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Sponsor issued the termination for the convenience of the Spons or. Termination by Engineer: The Engineer may terminate this Agreement in whole or in part, if the Sponsor: 1) Defaults on its obligations under this Agreement; 2) Fails to make payment to the Engineer in accordance with the terms of this Agreement; 3) Suspen ds the Project for more than [180] days due to reasons beyond the control of the Engineer. Upon receipt of a notice of termination from the Engineer, Sponsor agrees to cooperate with Engineer for the purpose of terminating the agreement or portion thereo f, by mutual consent. If Sponsor and Engineer cannot reach mutual agreement on the termination settlement, the Engineer may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Sp onsor’s breach of the contract. In the event of termination due to Sponsor breach, the Engineer is entitled to invoice Sponsor and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbur sable expenses incurred by the Engineer through the effective date of termination action. Sponsor agrees to hold Engineer harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. XI. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (Reference: 49 CFR Part 29; FAA Order 5100.38) The Engineer certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/Engineer or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this soli citation/proposal. XII. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (Reference: 20 CFR part 1910) All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Engineer must provide a work environment that is free from recognized h azards that may cause death or serious physical harm to the employee. The Engineer retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Engineer must address any claims DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 20 of 25 or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. XIII. CLEAN AIR AND WATER POLLUTION CONTROL (Reference: 2 CFR § 200 Appendix II(G)) Engineer agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251 -1387). The Engineer agrees to report any violation to the Sponsor immediately upon discovery. The Sponsor assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Engineer must include this requirement in all subcontracts that exceeds $150,000. XIV. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS (Reference: 2 CFR § 200 Appendix II (E)) 1. Overtime Requirements. No contractor or subcontractor contracting fo r any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) above, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contr actor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed wi th respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in exce ss of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor under any such contract or any other Fed eral contract with the same prime contractor, or any other Federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any li abilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4. Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in parag raphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth i n paragraphs 1 through 4 of this section. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 21 of 25 XV. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) (Reference: 29 USC § 201, et seq.) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Engineer has full responsibility to monitor compliance to the referenced statute or regulation. The Engineer must address any claims or disputes that arise from th is requirement directly with the U.S. Department of Labor – Wage and Hour Division. XVI. TEXTING WHEN DRIVING (Reference: Executive Order 13513, DOT Order 3902.10) In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 “Text Messaging While Driving” (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban t ext messaging while driving when performing work related to a grant or sub -grant. In support of this initiative, the Sponsor encourages the Engineer to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor ve hicles while performing work activities associated with the project. The Engineer must include the substance of this clause in all sub -tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. XVII. ENERGY CONSERVATION REQUIREMENTS (Reference: 2 CFR § 200 Appendix II(H)) Engineer and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan is sued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201et seq). XVIII. VETERAN’S PREFERENCE (Reference: 49 USC § 47112(c)) In the employment of labor (excluding executive, administrative, and supervisory positions), the contractor and all sub -tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam -era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans, and s mall business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. XIX. CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS (Reference: Section 415 and 416 of Title IV, Division L of the Consolidated Appropriations Act, 2014 and DOT Order 4200.6) By signing this Agreement, the Engineer agrees: 1. It is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 22 of 25 and that is not being paid in a timely manner pursuant to an agreement with the au thority responsible for collecting the tax liability. 2. It is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. 3. The undersigned shall require that the language of this certification b e included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 23 of 25 T he parties executed this Base Agreement as of this SPONSOR: Eagle County, Colorado By: Name: Title: ENGINEER: J viation, Inc. By: Name: Jason Virzi, PE Title: Office Manager DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Jeff Shroll 12/6/2018 County Manager Page 24 of 25 Exhibit A to Base Agreement Form of Amendment See attached. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Jviation PROJECT NO. AIP PROJECT NO. Page 1 of 3 AMENDMENT NO. ONE (1) TO CONTRACT DATED __________________ BETWEEN JVIATION, INC. AND SPONSOR CITY, STATE The Sponsor and the Engineer agree to amend their contract for improvements to the ______________, ________________ (city), ____________ (state) to include fees for engineering services. The improvement Item No. is included in the Scope of Work of the original contract. The item covered by this amendment is described as follows: Item No. • or other work as identified. The Sponsor agrees to pay the Engineer for the services listed under Section 2 of the original contract in the following manner, and within the time constraints outlined in the AIP development schedule. PART A - BASIC SERVICES DESIGN Preliminary Design .............................................................................................................. Lump sum of $0.00 Design ................................................................................................................................... Lump sum of $0.00 BIDDING Bidding .................................................................................................................................. Lump sum of $0.00 TOTAL BASIC SERVICES ............................................................................................. Lump sum of $0.00 Method of payment shall be as follows: Interim payments based on work performed by the Engineer and detailed in a report submitted to the Sponsor with the request for payment. A retainer of ten percent of the total contract amount to be paid upon Notice to Proceed for construction, or, in the event the Sponsor does not elect to proceed with construction, the remaining ten percent to be paid upon receipt of request for payment from the Engineer. PART B - SPECIAL SERVICES (SOILS AND PAVEMENT INVESTIGATIONS/TOPOGRAPHIC SURVEYS/HYDROLOGIC STUDIES/CONSTRUCTION ADMINISTRATION AND FIELD ENGINEERING) The maximum estimated SPECIAL SERVICES engineering is as follows: GEOTECHNICAL INVESTIGATIONS (FOR DESIGN) Geotechnical Investigations .............................................................................................. Lump sum of $0.00 DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 2 of 3 TOPOGRAPHIC SURVEYS (FOR DESIGN) Topographic Surveys .......................................................................................... Time and Materials of $0.00 ACCEPTANCE TESTING (FOR CONSTRUCTION) Acceptance Testing .............................................................................................. Time and Materials of $0.00 TOTAL SUBCONSULTANT SERVICES .................................................................... Lump sum of $0.00 If work is abandoned, or terminated, after obtaining approval by the Sponsor and the FAA of the final construction plans and specifications, the Sponsor shall reimburse up to 100 percent of the total lump sum as listed under PART A, and 100 percent of the invoiced costs for soils and pavement investigations, topographic surveys, and hydrological studies, or other studies as listed under PART B. CONSTRUCTION ADMINISTRATION AND FIELD ENGINEERING The estimated maximum for CONSTRUCTION ADMINISTRATION and FIELD ENGINEERING is: Construction Administration ............................................................................................ Lump Sum of $0.00 Pre-Construction Coordination ........................................................................................ Lump Sum of $0.00 Construction Coordination ............................................................................. Cost Plus a Fixed Fee of $0.00 Post Construction ............................................................................................................... Lump Sum of $0.00 REIMBURSABLE COSTS Reimbursable Costs During Construction Coordination ........................................................................ $0.00 TOTAL CONSTRUCTION SERVICES ................................................................................................. $0.00 TOTAL SPECIAL SERVICES .................................................................................................................. $0.00 TOTAL ........................................................................................................................................................... $0.00 Method of payment shall be as follows: For services rendered under PART B - SPECIAL SERVICES, the Sponsor agrees to make monthly payments based upon the work performed by the Engineer, up to 90 percent of the total contract. The final ten percent of the fee shall be due and payable when the project final inspection and the construction report have b een completed, and when reproducible Record Drawings have been submitted to the Sponsor and when the revised Airport Layout Plan has been approved by the FAA or when the construction work has terminated. The Record Drawings and Construction Report shall be submitted within a period of 90 days from end of construction period. This Amendment shall be considered concurrent with completion of audit. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 3 of 3 All other terms and conditions of the original contract shall remain in effect. IN WITNESS WHEREOF, the parties hereto have affixed their signatures this _______ _____ day of 201__. SPONSOR: [NAME] ATTEST: By: Name: Insert Before Printing Title: Insert Before Printing ENGINEER: Jviation, Inc. By: Name: Insert Before Printing Title: Insert Before Printing DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Page 25 of 25 Exhibit B to Agreement Rates for 2019 See attached. DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 Jviation, Inc. Billing Rate Schedule for 2019 $235/hour (Jim Trott, Jim Fluhr, J.D. Ingram, Travis Vallin, Jason Virzi) $230/hour (Craig Sparks, Donna Taylor) $155/hour (Matt Gilbreath, Andy Remstad) $185/hour (Chris Giessing) $215/hour (Zach Ambariantz) $170/hour (Joel Wiechmann) $145/hour $135/hour (Kevin Scherr) $120/hour $180/hour (Mike Quinn) $155/hour $140/hour $100/hour (Cody Beaver) $95/hour $225/hour $100/hour $95/hour (Marisa Fluhr) $75/hour $50/hour $70/day $50/day $0.545/mile Lump Sum Principal Senior Consultant Project Manager Quality Control Manager Electrical Engineer II Electrical Engineer I Engineer Associate Engineer Designer Construction Manager IV Construction Manager III Construction Manager II Construction Manager I CADD Tech Survey Manager Surveyor Project Coordinator Support Intern Field Vehicle Office Vehicle Mileage DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2 12/3/2018 Moody Insurance Agency, Inc. 8055 East Tufts Avenue Suite 1000 Denver CO 80237 Erin Threlkeld, CRIS (303)824-6600 (303)370-0118 erin.threlkeld@moodyins.com Jviation, Inc. 900 S. Broadway Suite 350 Denver CO 80209 Travelers Indemnity Co of America 25666 Hiscox Ins Co 10200 Travelers Indemnity Co 25658 Travelers Cas Ins Co of America 19046 Charter Oak Fire Insurance Co 25615 Underwriters at Lloyds of London 15642 18-19 Master w/ Forms A X X X X 6803K605697 1/1/2018 1/1/2019 Additional Insured Status Applies Only to the Extent Provided in From CG D3 81 09 15 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 E X X X BA3K607433 1/1/2018 1/1/2019 1,000,000 C X X 0 CUP3K612467 1/1/2018 1/1/2019 9,000,000 9,000,000 D UB3K609703 1/1/2018 1/1/2019 X 1,000,000 1,000,000 1,000,000 B Professional Liability ANE210267618 1/1/2018 1/1/2019 Primary Aggregate 5,000,000 F Professional Liab-Excess PGIPLX0012300($5M xs $5M)7/1/2018 1/1/2019 Total Aggregate (Prim & XS)10,000,000 RE: Any and All Projects Eagle County Regional Airport and all entities required by written contract is included as an Additional Insured with respect to General Liability on a primary and non-contributory basis for ongoing and completed operations as required by written contract. Eagle County Regional Airport Attn Josh Miller, Construction Manager 219 Eldon Wilson Road Gypsum, CO 81637 josh.miller@eaglecounty.us E Threlkeld, CRIS/ERI The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: 15ED0974-E95B-484C-82AD-A37D367DB0E2