HomeMy WebLinkAboutC21-152 Charles F. Spanel, Inc dba Inter-Mountain EngineeringAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CHARLES F. SPANEL, INC. dba INTER-MOUNTAIN ENGINEERING THIS AGREEMENT (“Agreement”) is effective as of _____________________, by and between Charles F. Spanel, Inc. dba Inter-Mountain Engineering, a Colorado Corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Eagle County through its Project Management Department desires assistance with the preparation of an engineered design, permitting and certain construction services related to the Eagle Valley Trail (the “Project”) to be located in the West Wolcott area (the “Property”); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services no later than September 30, 2021 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 5/14/2021 2 Eagle County Prof Services Final 5/14 2. County’s Representative. The Eagle County Project Management Department’s designee, Kevin Sharkey, shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 31st day of March, 2022. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $ 53,415.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 3 Eagle County Prof Services Final 5/14 d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 4 Eagle County Prof Services Final 5/14 precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 5 Eagle County Prof Services Final 5/14 ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). Consultant shall supply any plans in an electronic format to County. 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 of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 6 Eagle County Prof Services Final 5/14 COUNTY: Eagle County, Colorado Attention: Kevin Sharkey 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3523 E-Mail: kevin.sharkey@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONSULTANT: Charles F. Spanel, Inc. dba Inter-Mountain Engineering Attention: Brad Stempihar, P.E. PO BOX 978 30 Benchmark Rd, Suite 216 Avon, CO 81620 Telephone: 970-949-5072 Email: bstempihar@inter-mtn.net 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 7 Eagle County Prof Services Final 5/14 shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 8 Eagle County Prof Services Final 5/14 e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. l. The Consultant, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 9 Eagle County Prof Services Final 5/14 a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 10 Eagle County Prof Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY, COLORADO By and through its COUNTY MANAGER By: _______________________________________ Jeff Shroll, County Manager CONSULTANT: By:________________________________ Print Name: Brad Stempihar Title: Project Manager DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 11 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net April 16, 2021 Eagle County ECO Trails Department Attn: Kevin Sharkey PO Box 850 Eagle, CO 81631 970-328-3523 kevin.sharkey@eaglecounty.us Re: Proposal for Professional Surveying and Civil Engineering Services for the ECO Trails-Horn Ranch to Wolcott Segment (Eagle County, CO) Dear Kevin: The following proposal has been prepared in response to the ECO Trails RFP Memorandum dated 2 - 4-21. Inter-Mountain Engineering has worked on various ECO Trail segments in the past and looks forward to continue our good working relationship to complete the following: 1) Horn Ranch to Wolcott – 2.1 Miles SCOPE OF WORK: PHASE I – CONCEPTUAL DESIGN DOCUMENTS Assumes the conceptual design phase has been completed and the overall existing alignment prepared in 2016 will remain in the generalized location depicted on those plans following the U.S. Highway 6 westbound lane. PHASE II – 30% DESIGN DOCUMENTS - (CDOT FIR/FOR) During this phase of work, Inter-Mountain Engineering will compile project documents and reports, review previous work completed to date, analyze the proposed alignment, and finalize the preliminary trail alignment design for the proposed ECO Trail segment. One of the initial tasks will be meeting with CDOT to discuss the trail alignment through the highway 6 right-of-way. IME will prepare the scope of work, participate selection of other design team sub-consultants during the Phase III Scope of Work to assist with the design and plan preparation after the alignment and associated grading has been finalized. The sub-consultants shall be retained by ECO Trails under a separate contract. 1. Project Management, Meetings, & Coordination: Inter-Mountain Engineering (IME) assumes ECO Trails will lead the project management with involved governmental agencies and we will provide supporting assistance. IME will manage team sub-consultants for design purposes. a. Inter-Mountain Engineering (IME) will attend (1) project kick-off meeting with the Client, CDOT, and any other Consultants. This will allow for the design team to coordinate on the projects scope of work, project scheduling, and any other design constraints. Exhibit A DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA April 16, 2021 Eagle County ECO Trails Department Attn: Kevin Sharkey Re: SOW Proposal for Professional Surveying and Civil Engineering Services for the ECO Trails-Horn Ranch to Wolcott Segment (Eagle County, CO) VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net b. Throughout the project’s design anticipated are (10) weekly virtual team meetings, and (4) progress meetings (3-virtual, 1-in-person) during project milestones (such as CDOT FIR & FOR) review to ensure project design and submittal milestones are met, and design issues are coordinated and/or resolved. General project phone calls and emails are anticipated and included. 2. Information Gathering: Inter-Mountain Engineering will review and research available documents and perform a site visit to review and understand the existing conditions and constraints near the CDOT yard. This will allow for us to build upon our understanding of the project requirements, along with coordinating other potential improvements that can be incorporated into this project’s budget. 3. Wetland/Wildlife/Environmental: a. The Wetland Delineation Report and U.S. Army Corps. Preliminary Jurisdictional Determination Form has already been completed in 2016 by Western Ecological Resource, Inc. as is assumed to be valid. If an updated report is required, IME will coordinate with a selected sub-consultant and obtain a final wetland report during Phase III. b. Some wildlife maps have been prepared in 2016 by Western Ecological Resource, Inc., but no report has been finalized. IME will coordinate with a selected sub-consultant and obtain a final wildlife report during Phase III. c. No Cultural Resource studies have been completed. IME will coordinate with a selected sub- consultant and obtain a report during Phase III. 4. Soils Investigation: The soils report has already been completed in 2016 by Ground Engineering. We assume no additional soils investigation is required and the report remains valid for design purposes. 5. Surveying: a. Inter-Mountain Engineering (IME) assumes the existing project control and survey information will be based on CDOT control. IME had performed a topographic survey in 2015 and will perform additional surveying where existing conditions have been altered. Note: If existing conditions have been altered along other trail segments that are identified during a site walk, IME will prepare a change order for additional services. Known Areas of Focus: • CDOT Maintenance Facility Yard (For Highway 6 Re-Alignment) • Horn Ranch Area Improvements (For Connection to Eagle Trail Segment) b. IME will field stake of centerline for alignment for review by the ECO Trails team and other property owners. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 3 April 16, 2021 Eagle County ECO Trails Department Attn: Kevin Sharkey Re: Proposal for Professional Surveying and Civil Engineering Services for the ECO Trails-Horn Ranch to Wolcott Segment (Eagle County, CO) VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net 6. Prepare Legal Documents: IME will perform the required office and field research to prepare the necessary Easement Exhibits (temporary and permanent) and Ownership Maps for initial coordination with property owners for construction purposes outside of the CDOT Right-of-Way. Known Documents: • Tract A Easement Exhibit – City/County of Denver Water (Complete) • BLM Easement Exhibit • UPRR Easement Exhibit • ERW&SD Easement Exhibit 7. Preliminary Design: IME will continue to build upon the 11”x17” design plans prepared in 2016. Based on re-review of the existing conditions and Client input, minor alignment adjustment will be made, but we assume the overall existing alignment will remain in the generalized location depicted on those plans following the U.S. Highway 6 westbound lane. The trail section will be a 10-ft wide asphalt surface with 1-ft gravel shoulders on each side, with cross slope of 2.0% per ECO Trail Standards. This includes Highway 6 re-alignment near the CDOT Maintenance Facility Yard in order to fit the trail alignment between the highway and the new site improvements being constructed that are in conflict. We assume the highway will be widened towards I-70 and re-striped to minimize major roadway re-construction. a) Civil Plans (Typical Plan Set) - CDOT Formatting The following 11”x17” plans are anticipated to be included: • Cover Sheet • Standard Plans List • General Notes & Specifications • Abbreviation & Legend • Summary of Approximate Quantities • Stormwater Management Plans • Geometric Layout Plans • Demolition Plans • Trail Plan & Profiles • Highway 6 Re-alignment Plan & Profiles • Wall Plan & Profiles • Utility Matrix Plans • Striping and Signage Plans • Typical Cross Sections • Civil Details & Plans b) Preliminary Engineer’s Opinion of Probable Cost (PEOPC) – IME will update the previous PEOPC dated 2-29-16 based on revised alignment and more recent construction costs. c) Drainage Analysis – IME assumes the previous Drainage Report dated 2-19-16 will be adequate for ditch and pipe sizing during this phase. The document will be updated per design changes prior to issuing Bidding and Construction Documents (*if required). DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA April 16, 2021 Eagle County ECO Trails Department Attn: Kevin Sharkey Re: SOW Proposal for Professional Surveying and Civil Engineering Services for the ECO Trails-Horn Ranch to Wolcott Segment (Eagle County, CO) VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net d) Plan Submittal – IME will coordinate and provide the described deliverable documents outlined in the Phase II 30% Design Documents. This will include PDF versions of the documents. Phase II Deliverables: • Project Management, Meetings & Coordination • Compile and Submit Most Recent Plans and Reports • Perform Surveying (Topographic & Trail Stakeout) • Prepare Preliminary Legal Documents • Prepare and Submit 11”x17” Civil Plans (CDOT Formatting) • Update and Submit PEOPC Document PHASE III – 90% DESIGN DOCUMENTS - (BIDDING & PERMITTING) Excluded PHASE IV – 100% CONSTRUCTION DOCUMENTS - (FOR CONSTRUCTION) Excluded DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA April 16, 2021 Eagle County ECO Trails Department Attn: Kevin Sharkey Re: Proposal for Professional Surveying and Civil Engineering Services for the ECO Trails-Horn Ranch to Wolcott Segment (Eagle County, CO) VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net Exclusions & Clarifications (During Phase II): While Inter-Mountain Engineering intends for this proposal to include all of the anticipated civil engineering design elements required, our proposal includes only the specific scope of work described above. The following items are specifically excluded from this proposal. Should any of these items be required, we would be happy to provide them via approved change order or on a time and materials basis according to our 2021 Professional Fee Schedule. 1. Structural Engineering (*Contracted By ECO Trails) 2. Geotechnical Engineering (*Contracted By ECO Trails) 3. Environmental Studies (*Contracted By ECO Trails) 4. Traffic Studies 5. 1041 Permitting 6. Irrigation Design 7. Boundary Surveying 8. Utility Relocation Design (Performed By Utility Company) 9. Major Scope of Work Changes 10. Earthwork Optimization 11. Value Engineering 12. Landscape Plans 13. Permitting 14. Additional Coordination Meetings (other than those mentioned above) 15. “Major” Scope of Work Changes 16. Bidding and Construction Phase Services 17. Specifications/Special Provisions (other than those mentioned above) 18. Reimbursables (Prints, delivery services, mileage, etc.) will be billed at cost + 20% DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA April 16, 2021 Eagle County ECO Trails Department Attn: Kevin Sharkey Re: SOW Proposal for Professional Surveying and Civil Engineering Services for the ECO Trails-Horn Ranch to Wolcott Segment (Eagle County, CO) VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net Proposed Estimated Fees: Inter-Mountain Engineering proposes to provide the professional services described in this proposal on a time and materials basis for the estimated fees. IME will not exceed these said fees without prior notice and authorization from the Client. We propose to provide these services for the following described fees: SCOPE OF WORK: 30% DESIGN DOCUMENTS A. Project Management, Coordination, and Meetings: $7,155 B. 30% Design Documents: 1. Surveying $5,850 2. Legal Easements /Owner Coordination $4,910 3. Civil Plans $33,715 4. Preliminary Engineer’s Cost Estimate $1,785 Total Estimated Fees $53,415 The enclosed General Conditions are incorporated into all Inter-Mountain agreements for professional services. Please note that you will be billed monthly for services to date. Invoices submitted are due upon receipt. If invoices remain unpaid after 30 days, you will be charged a service charge of 1.75% per month. If it should become necessary to enforce collection, Inter-Mountain Engineering will be entitled to recover its costs of collection, including attorney’s fees. I want to thank you for considering Inter-Mountain Engineering and look forward to working with you on this project. Respectfully, Inter-Mountain Engineering Brad Stempihar, P.E. Please acknowledge your consent to this proposal/agreement by signing below and returning on copy to us. If the client and/or contact individual are different than above, please indicate any changes above, include email/telephone. By: __________________________________ Date: ___________________ Printed Name & Title: __________________________________________________________ Enclosures: IME Fee Schedule & General Conditions DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA VAIL VALLEY OFFICE 30 Benchmark Road, Suite 216 I PO Box 978 I Avon, CO 81620 DENVER OFFICE 9618 Brook Hill Lane I Lone Tree, CO 80124 970.949.5072 I info@inter-mtn.net PROFESSIONAL FEE SCHEDULE January 1, 2021 Personnel: Rate Per Hour: Principal Engineer $165.00 Senior Engineer - Professional Land Surveyor $150.00 Senior Engineer - Project Manager $135.00 Project Engineer $110.00 Design or Field Engineer $105.00 Land Survey Technician $120.00 2-Person Field Survey Crew with GPS or Robotic $170.00 1-Person Field Survey Crew with GPS or Robotic $145.00 Party Chief $100.00 Senior CAD Technician $100.00 CAD Technician $85.00 Technical Typist $50.00 Reimbursable Expenses: Reprographics Cost +10% Mileage $0.60/mile Outside Services Cost +20% Schedule overtime (after 6:00 p.m. and weekends) 1.5 x base rate. Overtime must be scheduled 24 hours in advance on weekdays and on Thursday for weekends. DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA 12 Eagle County Prof Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Travelers Property Cas. Co. of America XL Specialty Insurance Company Phoenix Insurance Company 3/11/2021 USI Insurance Services, LLC P.O. Box 7050 Englewood, CO 80155 800 873-8500 800 873-8500 Inter-Mountain Engineering, Inc. Charles F. Spanel, Inc DBA P. O. Box 978 Avon, CO 81620 25674 37885 25623 A X X X X X 6804H9229022047 12/01/2020 12/01/2021 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 C X X X X X BA2R04385A2047G 12/01/2020 12/01/2021 1,000,000 A X X X 10000 X X CUP9D51844A2047 12/01/2020 12/01/2021 1,000,000 1,000,000 A N X UB8J1640832047G 12/01/2020 12/01/2021 X 1,000,000 1,000,000 1,000,000 B Professional Liability Claims Made DPS9952535 12/01/2019 12/01/2021 $1,000,000 per claim $2,000,000 annl aggr. 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 Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insured under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder (See Attached Descriptions) Eagle County, Colorado Attn: Kevin Sharkey 500 Broadway Post Office Box 850 Eagle, CO 81631 1 of 2 #S31436598/M30525405 INTERENG5Client#: 1088663 R1KZP 1 of 2 #S31436598/M30525405 DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) and owner. The General Liability, Automobile Liability, Umbrella/Excess insurance policies 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 / Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note Additional Insured status does not apply to Professional Liability and Workers' Compensation 2 of 2 #S31436598/M30525405 DocuSign Envelope ID: 0F18B0AC-BAC6-44CF-B74F-02543C6100AA