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HomeMy WebLinkAboutC21-380 ERO + Open SpaceDocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND ERO RESOURCES CORPORATION THIS AGREEMENT ("Agreement") is effective as of 11/10/2021 by and between ERO Resources Corporation, a Colorado Corporation (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, Eagle County through its Open Space Department desires ecological restoration planning. permitting, and design services (the "Project") for projects on the Brush Creek Valley Ranch and Open Space (the "Property"). 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: 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 7/l/2022 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: C8F25DD6-065C-4A71-8C85-B9EB858C5542 2. County's Representative. The Open Space Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 1st day of July, 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 $22,111.00. 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. 2 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 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. 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 3 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 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 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. 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 ANII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. 4 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 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 parry for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the 5 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 transmission, or (v) 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. COUNTY: Eagle County, Colorado Attention: Peter Suneson 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8637 E-Mail: peter.suneson@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: ERO Resources Corporation Moneka Worah mworah@eroresources.com 303-830-1188 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 6 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 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. Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 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. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program s Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.aov/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). 9 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 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. [REST OF PAGE INTENTIONALL Y LEFT BLANK] 10 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTYMANAGER Signed.. by: 5Docu By: SU,Va Jeff Shroll, Co ygW24... CONSULTANT: By: F�cuSigned by: / ;� uj" , CUMD911244C5... Print Name: Moneka worah Title: Pri nci pal 11 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES 12 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 ERO Resources Corporation Scope of Work for Environmental Services for Brush Creek Restoration Project Eagle County, Colorado October 7, 2021 Background Eagle County Open Space (Eagle County) has requested ERO Resources Corporation (ERO) prepare this Scope of Work (SOW) to perform the environmental services discussed below for the Brush Creek Restoration Project. The project would consist of targeted stream improvements along approximately of 1 mile of Brush Creek through the Brush Creek Valley Ranch and Open Space property. Brush Creek falls under the jurisdiction of the U.S. Army Corps of Engineers due to a surface connection to the Eagle River, a known jurisdictional water. The proposed project will likely require a certain level of Section 404 permitting. This scope of work outlines the tasks anticipated for the environmental services related to the project. ERO proposes to partner with Geomorphic Science Solutions and Otak, Inc. to develop the restoration design. Task 1. Project and Agency Coordination ERO will coordinate with Eagle County and project team during the project design. This includes meeting with the U.S. Army Corps of Engineers, Eagle County, and project geomorphologists to discuss potential impacts and mitigation approaches, permitting approach, and environmental concerns. ERO assumes that up to three meetings with the project team to discuss project plans and permitting requirements will be required. ERO will coordinate with the Corps through emails and phone calls early in the project to review project goals, site constraints, preliminary design, and potential unavoidable impacts on waters of the U.S., and to determine the appropriate permitting approach. Assumptions • Up to three meetings with the project team to discuss the project. 1 ERO Resources Corporation DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 ERO Resources Corporation Scope of Work for Environmental Services for Brush Creek Restoration Project Eagle County, Colorado Task 2. Identify and Map Wetlands, Open Water, and Channels A qualified ERO ecologist will delineate all wetlands, open waters, and channels within the project area that may be under U.S. Army Corps of Engineers (Corps) jurisdiction through Section 404 of the Clean Water Act. Wetlands will be delineated following the methods in the revised online version of the Corps' Wetland Delineation Manual (1987) and the appropriate regional supplement. Open water and channels will be determined based on the presence of an ordinary high water mark as defined in 33 CFR Part 328. ERO will map the boundaries of wetlands, open water, and channels to submeter accuracy using a Global Positioning System (GPS) unit or, when appropriate, boundaries will be mapped onto an appropriately scaled aerial photograph. ERO will incorporate the wetland boundaries into project base mapping provided by the Client and will send the Client a revised base mapping file that includes a layer with the boundaries of wetlands, open water, and channels. Products • Map with wetlands, open water, and channel boundaries. Assumptions • The Client will arrange and provide permission to access the project area. • Changes to the boundaries of the project area will require additional effort and ERO will coordinate with the Client to determine if changes in the scope or budget are necessary. Task 3. Geomorphic Site Visit A senior geomorphologist will conduct a one -day site visit that will include coordination and discussion with representatives from ERO and Eagle County on project goals, objectives, and proposed work. Additionally, the site visit will be used for the collection of data, measurements, and observations that will be used for site characterization, identification of structure locations, and preliminary design development, which will be recorded on site maps, photos, and notes. Task 4. Geomorphic Assessment and Design Development The geomorphic assessment will consist of desktop analysis of GIS and remotely sensed datasets, integrated with the field data and observations collected in Task 2. The geomorphic assessment will provide a more detailed characterization of existing geomorphic conditions and constraints, as well as aid in the identification of areas where restoration work and structure installation should be focused. The assessment will identify the general locations for installation of BDA and PALS complexes, and/or individual structures where appropriate. In addition, the assessment will help identify the approximate type, size, and number of structures needed to develop effective BDA and PALS complexes to achieve restoration goals. Based on this assessment, the approximate material quantities and costs will be calculated for recommended structures. ERO Resources Corporation DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 ERO Resources Corporation Scope of Work for Environmental Services for Brush Creek Restoration Project Eagle County, Colorado Products • Maps and exhibits of the findings of the geomorphic assessment, including maps showing the proposed installation locations of BDA and PALS complexes and /or individual structures. • Maps and listed inventory of the anticipated location, type, and size of proposed structures. • Approximate itemized list of estimated material quantities and costs for all proposed structures. Assumptions BDAs and PALS must be customized to each specific location and require "field fitting" at the time of installation to optimize functionality and the likelihood of success. All proposed locations, types, sizes, and material quantities are approximate and may vary based on specific site conditions. Task 5. Cultural Resources File Search Section 106 of the National Historic Preservation Act (NHPA, 1966, as amended) requires that federal agencies such as the Corps consult with the Colorado State Historic Preservation Officer (SHPO) to ensure federal actions do not result in an adverse effect on historic properties (i.e., cultural resources that are listed on or are eligible for listing on the National Register of Historic Places (NRHP)). Because the Corps continues to develop its guidance for compliance with Section 106 of the NHPA, the Corps will use the file and literature review (Class I survey) results prepared under this task to assist in their decision on the level of effort required to determine the project's potential effects on historic properties. ERO will conduct an archaeological file and literature search with the Office of Archaeology and Historic Preservation to identify previous cultural resource surveys and previously documented cultural resources within and surrounding the project area. Additional records may be consulted, including general land office (GLO) records, county assessor records, cadastral surveys, master plats, and historical records to assess the potential for archaeological or structural cultural resources to be located within the project area. This task includes time for coordination with the Corps to determine if a Class III (pedestrian) survey is necessary and to define the extent of the survey area. Products • The results of the file and literature review will be summarized in a technical memorandum for review by the Client and Corps. Assumptions • Because the Corps continues to develop its procedures for complying with Section 106 of the NHPA, and because the project is in early planning stages and all areas of potential ground disturbing activities cannot yet be defined, this scope of work only includes the costs for the file and literature review and consultation with the Corps. ERO Resources Corporation DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 ERO Resources Corporation Scope of Work for Environmental Services for Brush Creek Restoration Project Eagle County, Colorado Should the Corps determine a Class III/pedestrian cultural resource survey is necessary to assess potential project effects and consult with the SHPO, ERO will complete these tasks under a revised scope of work. Task 6. Prepare Preconstruction Notification (PCN) If it is determined that the project can be authorized under one or more NWPs (such as NWP 27), or the Regional General Permit (RGP) 12, ERO will prepare a PCN for submittal to the Corps. The PCN will include a summary of the wetland delineation threatened and endangered species information, cultural resource file search information, and project details such as plan and profile drawings for the project area. ERO will coordinate with the Client on what other information ERO requires for submittal to the Corps. Typical information includes plan and profile views, cross -sections, figures showing and quantifying impacts on jurisdictional areas, quantities of fill material below the ordinary high water mark, background information on other approval requirements, and a discussion of the purpose of and need for the project. Products • Draft PCN delivered to the Client via email. • Final PCN; includes one hard copy mailed to the Corps. • Redlined plan sheets with revegetation recommendations delivered to the Client via email. • Seed mixes, plant lists, and revegetation notes delivered to the Client via email (if necessary). Assumptions • The Client will provide ERO with electronic and/or PDF project plan sets. • The Client is responsible for transferring wetland and woody vegetation mitigation concepts onto AutoCAD drawings. • ERO assumes the Corps will not require a stream or wetland functional assessment. If the Corps requires either a stream or wetland functional assessment a new scope of work will be prepared. Task 7. Develop Mitigation and Revegetation Approach ERO will work with the project team to minimize impacts on wetlands and riparian habitat as much as possible during the design phase. ERO will identify areas where restoration or enhancement will be beneficial, as well as areas with high -quality habitat that should be protected as much as possible. This task also includes two meetings with the project geomorphologist during design to discuss the channel alignment and cross-section, bank stabilization treatments, and approaches for mitigating wetlands onsite. 4 ERO Resources Corporation DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 ERO Resources Corporation Scope of Work for Environmental Services for Brush Creek Restoration Project Eagle County, Colorado ERO will develop a wetland mitigation and overall revegetation plan for the project area using the proposed construction limits, grading, and channel plan and profile views provided by the project geomorphologist. The mitigation and revegetation plan will include proposed plant material and quantities, native seed mixes, and any proposed modifications to Eagle County's standard specification. ERO will provide the project team with the plant material quantities and notes in Microsoft Word or Excel format, and the seeding and planting areas will be represented graphically (redlined) on the plan sheets. Products Redlined plan sheets with revegetation recommendations delivered to the project team via email. • Seed mixes, plant lists, and specifications delivered to the project team via email. Estimated Costs The above Tasks 1 through 7 will be completed on a time -and -materials basis for a cost not to exceed $22,111.00 (see below and attached spreadsheet for breakout). Task 1. Project and Agency Coordination $3,670.00 Task 2. Wetland Delineation Site Visit $3,333.00 Task 3. Geomorphic Site Visit $3,495.00 Task 4. Geomorphic Assessment and Design Development $3,417.00 Task 5. National Historic Preservation Act Compliance $1,338.00 Task 6. Prepare Nationwide Permit $4,992.00 Task 7. Develop Mitigation and Revegetation Approach $1,866.00 Total $22,111.00 5 ERO Resources Corporation DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 Contract Labor CategoryME IN Project Principal ERO Resources Corporation Cost Summary Brush Creek Restoration Permitting Support Task 4. Geomorphic Task 5. National Task 1. Project Task 2. Wetland Task 3. Assessment Historic and Agency Delineation Site Geomorphic and Design Preservation Act Unit Rate Coordination Visit Site Visit Development Compliance $170.00 12 2 4 Task 6. Prepare Nationwide Permit 4 Task 7. Develop Mitigation and Revegetation Approach 2 Totals Labor Totals 24 $4,080.00 Biologist II $109.00 8 12 2 20 12 54 $5,886.00 Staff Biologist $94.00 12 12 $1,128.00 Senior Cultural Resource Specialist $114.00 8 8 $912.00 Staff Cultural Resource Specialist $83.00 4 4 $332.00 GIS/CADD Specialist $109.00 2 4 4 2 12 $1,308.00 Technical Editor $94.00 1 2 3 $282.00 Clerical Staff $68.00 1 1 1 1 4 $272.00 Total Labor Hours 23 28 3 7 13 31 16 97 Total Labor $3,198.00 $2,872.00 $408.00 $966.00 $1,338.00 $3,552.00 $1,866.00 $14,200.00 Expenses Task 2. Wetland Delineation Site Visit Task 3. Geomorphic Site Visit Task 4. Geomorphic Assessment and Design Development Unit Rate Task 1. Project and Agency Coordination Task 5. National Historic Preservation Act Compliance Task 6. Prepare Nationwide Permit Task 7. Develop Mitigation and Revegetation Approach Totals Quantities Totals Mileage $0.580 400 400 800 $464.00 GPS Unit (per day) $110.00 2 2 $220.00 Subconsultant (GSS) $1.00 240 1480 2035 1440 5195 $5,195.00 Subconsultant (Otak) $1.00 1607 416 2023 $2,023.00 Photocopy (color) $0.30 10 10 $3.00 Photocopy (b&w) $0.15 40 40 $6.00 CR File Search $50.00 0 $0.00 Total Expenses $472.00 $461.00 $3,087.00 $2,451.00 $0.00 $1,440.00 $0.00 $7,911.00 Project Total $3,670.00 $3,333.00 $3,495.00 $3,417.00 $1,338.00 $4,992.00 $1,866.00 $22,111.00 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 EXHIBIT B Insurance Certificate 13 Eagle County Prof Services Final 5/14 DocuSign Envelope ID: C8F25DD6-065C-4A71-8C85-B9EB858C5542 / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 7/30/2021 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER Van Oppen & Co. 2, Inc. VOCO 2 Insurance & Risk Control Services P.O. Box 793 CONTACT NAME: Brenda Todd PHONE FAX A/C No Ext : 800-746-0048 A/C No), ADDRESS: service@vanoppenco2.com INSURER(S) AFFORDING COVERAGE NAIC # Teton Village WY 83025 INSURERA: Pinnacol Assurance 41190 INSURED ERORE-1 ERO Resources Corporation 1842 Clarkson Street INSURERB: Sentinel Insurance Company Ltd 11000 INSURER C : Crum & Forster Specialty Insurance Company 44520 INSURER D : Denver CO 80218 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:32143705 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y 34SBAIK9920 8/1/2021 8/1/2022 EACH OCCURRENCE $2,000,000 Fv� CLAIMS -MADE OCCUR DAMAGE PREM SES� RENTEa o_cur ence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY ❑ PRO- JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y Y 34UECZT3663 8/1/2021 8/1/2022 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X OCCUR Y Y 34SBAIK9920 8/1/2021 8/1/2022 EACH OCCURRENCE $4,000,000 AGGREGATE $ 4,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ In nnn XS of GL/AL/EL $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y 1655162 8/1/2021 8/1/2022 X PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability PKC-111921 8/1/2021 8/1/2023 Ea Claim/Aggregate 5,000,000 "Claims Made" Pollution Liability Ea Occur/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Eagle County is included as Additional Insured under General Liability as per written contract. Coverage is Primary and Non Contributory. A Waiver of Subrogation applies as per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Diane H. Mauriello 500 Broadway PO Box 850 Eagle CO 81631 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD