No preview available
HomeMy WebLinkAboutC21-390 ECHDA + CaddisDocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND CADDIS COLLABORATIVE THIS AGREEMENT ("Agreement") is effective as of the 16th day of November, 2021 by and between Caddis Collaborative, a Colorado Limited Liability Company (hereinafter "Consultant" or "Contractor") and Eagle County Housing and Development Authority, a body corporate and politic (hereinafter "ECHDA"). RECITALS WHEREAS, ECHDA desires to develop an affordable housing project ("Project") on approximately 9.5 acres owned by ECHDA and Eagle County Government ("ECG") in West Eagle ("the "Property"). The primary scope of work for the Consultant will be to plan, design and engineer the Project and to lead the required annexation process into the Town of Eagle ("TOE") and represent ECHDA in the TOE's entitlement process. If the Project proves to be feasible, Consultant will provide conceptual design drawings and full construction documents; 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 ECHDA in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and ECHDA agree as follows: 1. Services. The Consultant's primary scope of work will be to plan, design and engineer the Project and to lead the required annexation process into the TOE and represent the ECHDA in the TOE's entitlement process for development of the Project, as outlined on Exhibit A. The Consultant will also assist in developing documentation for the procurement of a construction manager, which, upon selection, will develop a guaranteed maximum price ("GMP") for the Project. ECHDA will use the GMP to assess feasibility of the Project. If ECHDA determines, in its sole discretion, that a portion or portions of the Project are feasible, Consultant may be asked to provide full construction documents for some or all of the Project. The services are anticipated to be performed in phases as set forth below and Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete each phase of the services as more fully described in Exhibit A (collectively the "Services") which is attached hereto and incorporated herein by reference. Consultant shall not begin any phase of the Services until it receives a Notice to Proceed from ECHDA to commence Services for that particular phase. ECHDA and the Consultant agree and acknowledge that more than one phase may be authorized to proceed simultaneously. ECHDA will issue a Notice to Proceed in its sole DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 discretion and Consultant acknowledges and agrees that ECHDA shall not be obligated to issue a Notice to Proceed in connection with any particular phase of the Services. There is no guarantee that Consultant will be authorized to proceed with any or all phases of the Project. All Services, regardless of phase, shall be performed in accordance with the provisions and conditions of this Agreement. Consultant's Services may ultimately include the following phases: i. Program Concept Planning ii. Schematic Design Development iii. Annexation and Entitlement iv. Design Development Phase V. Construction Documentation Phase (which includes construction drawings, bidding and negotiation of construction contract, construction administration, and warranty) a. Consultant agrees to furnish the Services for each phase in accordance with the schedule set forth in Exhibit A and if none, in accordance with the schedule set forth in a Notice to Proceed. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. ECHDA's Representative. The Housing Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect for a three (3) year period through the 31 st of December, 2024. 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 ECHDA for such additional services in accordance with ECHDA's internal policies. Additional services are those services outside the scope of work for the phases and services set forth in Exhibit A. The Project may require additional scope of work due to unforeseen and hidden conditions. For this Project, additional services may include additional renderings, modifications to previously approved/accepted design drawings, additional workshops, and public presentations. Additional services require 2 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 written authorization by the ECHDA prior to commencement of the work and may take the form of hourly services or an amendment to the not to exceed amount set forth in Section 5 below. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that ECHDA has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by ECHDA 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. Tori Franks or Kristin Degenhardt shall have authority to execute amendments and modifications to this Agreement within the parameters of the appropriated funds for these Services. 5. Compensation. a. ECHDA's budget for direct building costs (typically divisions 2 through 16 of a construction contract) is to be determined.. Consultant acknowledges that ECHDA will need to secure funding or financing to proceed with construction of the Project. Consultant shall use its best professional efforts to design the Project to achieve a balance between function, sustainability, creating a desirable place to live and the cost to design, construct and maintain. b. Consultant will be compensated for the Services actually and satisfactorily performed by it at the rates set forth in Exhibit A and subject to the not to exceed amounts set forth herein. The performance of all of the Services under this Agreement shall not exceed $1,954,926. 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 ECHDA. Compensation for the Program Concept Phase shall be at the rates set forth on Exhibit A and shall not exceed $115,441. Compensation for Schematic Design shall be rates set forth on Exhibit A and shall not exceed $247,980. Annexation and Entitlement Phase shall be rates set forth on Exhibit A and shall not exceed $91,555. Compensation for the Design Development phase shall be based 1.6% of the Total Construction Budget determined by the Schematic Design Cost Estimate at the rates set forth on Exhibit A. Compensation for the Construction Documentation Phase shall be based 3.1% of the Total Construction Budget determined by the Schematic Design Cost Estimate at the rates set forth on Exhibit A. 3 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 C. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, itemization of all reimbursable expenses and such other detail as ECHDA may request. d. Any out-of-pocket expenses and travel/per diem expenses to be incurred by Consultant and reimbursed by ECHDA shall be identified on Exhibit A. Out-of-pocket expenses and travel/per diem 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 and travel/per diem expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by ECHDA. e. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from ECHDA, Consultant shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. f. ECHDA will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. g. Notwithstanding anything to the contrary contained in this Agreement, ECHDA shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefore by ECHDA in accordance with a budget adopted by the Board of ECHDA in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub -consultants. Consultant acknowledges that ECHDA has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub -consultant agreements for the performance of any of the Services or additional services without ECHDA's prior written consent, which may be withheld in ECHDA's sole discretion. ECHDA shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -consultant, as approved by ECHDA 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 ECHDA. ECHDA 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. ECHDA hereby 4 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 consents to DHM Design Corporation, JVA, Incorporated and Bighorn Consulting Engineers, Inc. as sub -consultants to Consultant in connection with the Services. The parties acknowledge that Consultant will be engaging a Sustainability consultant for the performance of certain Services hereunder, and that Consultant will obtain the ECHDA's consent in accordance with this Section 6 prior to entering into any agreement with such consultant. Consultant shall be responsible for the performance of the Services by sub -consultant and compensating sub -consultant. ECHDA shall only be responsible for compensation to Consultant as set forth herein. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, 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 ECHDA, 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 precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include ECHDA, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub -consultants as additional insureds under its policies or Consultant shall furnish to ECHDA separate certificates and endorsements for each sub -consultant. All coverage(s) for sub -consultants shall be subject to the same minimum requirements identified above. Consultant and sub -consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub -consultants until the applicable statute of limitations for the Project and the Services has expired. 5 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 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 ECHDA. V. All policies must contain an endorsement affording an unqualified thirty (30) days' notice of cancellation to ECHDA in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from ECHDA, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of ECHDA for a complete copy of the policy. viii. Consultant shall advise ECHDA in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish ECHDA a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to ECHDA, ECHDA shall be entitled to immediately terminate this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the ECHDA is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to ECHDA, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 6 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 8. Indemnification. The Consultant shall indemnify and hold harmless ECHDA, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECHDA 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 ECHDA for reasonable attorney fees and costs, legal and other expenses incurred by ECHDA 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 ECHDA to the extent that ECHDA 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 the property of ECHDA. ECHDA shall be permitted to retain copies, including reproducible copies, of such Documents for use, reference and information by ECHDA, its consultants and contractors in connection with ECHDA's development and construction of the Project. In addition, ECHDA shall have an irrevocable, paid -up, perpetual license and right, which shall survive the termination of this Agreement, to use the Documents and the ideas and designs contained in them for any purpose in connection with the Project, with or without participation or consent of the Consultant. For purposes of this paragraph the term "Documents" shall mean and include all instruments of service, reports, plans, studies, tape or other electronic recordings, drawings, design and construction documents and plans, sketches, estimates, data sheets, maps and worksheets produced or prepared by or for the Consultant (including any employee or sub -consultant) in connection with the performance of the Services and any additional services under this Agreement. The Documents shall be in the original electronic file format. In the event that ECHDA reuses the Documents, without retaining the original authors, ECHDA releases the Consultant and its sub -consultants from all claims and causes of action arising from such use. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. ECHDA: Attention: Tori Franks 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8775 E-mail: tori.franks&ea,glecoun , .us 7 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-mail: attorneys@eaglecounty.us CONSULTANT: Caddis Collaborative 1521 Easy Rider Lane # 102 Boulder, CO 80304 Telephone: 303-443-3629 E-mail: kristen@Caddispc.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by ECHDA to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide ECHDA with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from ECHDA. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. ECHDA may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide ECHDA with all Documents as defined in paragraph 9 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned materials and documents. ECHDA shall pay Consultant for Services satisfactorily performed to the date 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 8 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 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 ECHDA has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination 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 ECHDA. Nothing contained in this Agreement shall be deemed to create a relationship of employer -employee, master -servant, partnership, joint venture or any other relationship between ECHDA and Consultant except that of independent contractor. Consultant shall have no authority to bind ECHDA. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the ECHDA. 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. 9 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 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 ECHDA. Consultant shall be subject to financial audit by federal, state or ECHDA 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 ECHDA has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, 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. a. Consultant shall not: 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: 10 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 htlp://www.dhs.lzoy/xprevprot/pro,grams/gc 1185221678150.shtm C. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre -employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and ECHDA within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor 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). £ If Consultant violates these prohibitions, ECHDA may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to ECHDA as required by law. g. ECHDA will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and ECHDA terminates the Agreement for such breach. [Rest of page intentionally left blank] 11 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Attest: DocuSigned by: By: Regina O'Bri , FeflyT6896440_ EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY DocuSigned by: By: Matt Sch , jF18E0473... CONSULTANT: DocuSigned by: By: VtSft,ln. U& OBM050E93DNF0... Print Name: Kristen ui tto Title: Principal Architect 12 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Scope of Work Programming Concept Planning Scope - Fee $115,441 Workshop 1 and Project kick -off - The Caddis team, concurrently and connected to revisiting the overall conceptual plan, will facilitate a hands-on collaboration with the County/ Town project Committee. The purpose will be to kick-off the project, and identify challenges and opportunities of the project. Workshop 2 will confirm overall direction after input and initial concepts from Workshop 1. Further design and definition of the program, planning, and architecture will be refined. Obtaining consensus with the Committee, Eagle County and Town of Eagle for the overall Programming and Concept Design direction is critical prior to moving the design into the later stages. A. Workshop 1- Project Kick-off i. Workshop la -Project Kick-off -'/2 day w/Resiliency Department & immediate team a. Project goals confirmed/Review Schedule b. Scope out Challenges in both process and design c. USFS, 766 Castle and 800 Castle Site Design Session d. Review Density- revise and confirm unit mix/site plan e. Site Design/Building Integration f. Review Civil & Infrastructure requirements g. Land Use Requirements h. Set immediate and long term objectives i. Review the current project conceptual plan j. Opportunities and Constraint diagrams k. Explore initial massing and site alternatives I. Identification of key elements of site circulation, parking requirements, services access, stacking aspects of alternative program requirements m. Define the Annexation and Entitlements schedule and processes n. Review Civil and Infrastructure requirements o. Review/ confirm project schedule, public outreach, County/ Town review milestones, and team communication protocols. ii. Workshop 1 b- Stakeholders/Departments County/Town a. 1-2 hours b. Project goals review c. Site design, density, unit mix, site plan review d. Town Planning Staff process meeting (separate) B. Workshop 2-Programming Confirmation - 2 days 13 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 a. Review Confirm Site & Building Design direction b. Review Site, Landscape & Civil approach c. Sustainability discussion and approach d. Land Use Prep/Update e. Schedule confirmation f. Public Outreach g. Relationship of buildings, site development aspects to that of overall context, neighboring properties, view, solar access, and overall context h. Identifying any potential public transit, rideshare, carshare, and bike share opportunities and access i. Consideration of building form -related standards, including testing smaller or larger building mass, height, building access and circulation aspects j. Unit sizes k. Explore additional amenities for both buildings and site I. Early examination of energy issues, demand, and capacity are explored to make recommendations that will increase long-term sustainability based on budget and in relation to unit density. C. Additional USFS Parcel, 766 Castle and 800 Castle Design i. Develop parcel plans to level and consistent with Overall development D. Utility, easement, drainage analysis of existing conditions and effect on plan to basic level E. Identify any pre-existing site constraints i. Lead by Caddis and Eagle County in first workshop to understand additional density desired and site holding capacity, and how to achieve the desired density, and look at various alternatives F. Density and Unit Mix i. Eagle County/ECHDA is supportive of increasing density beyond what was conceptualized in the 2016 plan. Eagle County/ECHDA continues to be supportive of the unit mix including a small single family unit type. ii. We anticipate this will be a discussion item with the Town in some of our initial meetings for land use approval/annexation. iii. Generate and evaluate alternative to existing conceptual plan for desired density- Eagle County will confirm based on workshop feedback and review of Caddis design iv. Describe and convey any identified preferred alternatives G. Open space and neighborhood conceptual design i. Identify programming elements that will enhance the connection as a place of gathering, social interaction, and other opportunities to attract and engage users beyond a means of transportation F. Initial Architectural character studies and direction Deliverables 1. Programming documents and narrative Unit Mix and Density 14 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 2. Unit size and layout studies- flexibility 3. Civil narrative including utility and drainage 4. Site mapping depicting utility and easements 5. Conceptual Architecture and Landscape Plan 6. Conceptual site plan • depicting densities and unit mix Pedestrian and vehicular access site plan overlay • Identify Connectivity elements and context • Project Boundaries and Neighborhood Profile 7. Sustainability • Sun studies analysis • Solar opportunities 8. Architectural Character studies and precedence 9. Conceptual 3D site and building model 2. Schematic Design - Fee $247,980 The completion of this SD phase and the selection of any remaining desired alternatives is the foundation for the Design Development and an early GMP construction budget. This phase will include: Soils and geologic conditions and coordinated with soils engineer; Updated site surveys;Grading and drainage; Site hydrology evaluation; Planning issues (Easements, Right of Ways, Planning review process); Local fire district's access and life safety coordination; Detailed analysis of ParkingNehicle access and maneuvering; Utilities; Snow storage; Energy efficiency; energy modeling; MEP and Structural SD; Fenestration and Cladding materials; Life cycle cost analysis. Workshop 3-Schematic Design-1-2days a. Site & infrastructure Review b. Landscape Review c. Architecture Review d. Preliminary Materials & Specifications discussions e. Budget & Preconstruction discussion/ schedule f. Develop Phasing Plan g. Confirm overall goals, phasing & schedule direction Deliverables 1. Civil • Demolition Plan • Prelim Grading Plan • Prelim Utility Plan 2. Landscape Architecture • Landscape Plan depicting vehicular and pedestrian pathways • Conceptual Planting plan • Landscape architectural features imagery 3. Architectural • Site Plan • Universal Design and Accessibility Plan • Floor Plans 15 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 • Typical Sections • Typical Elevations • Process Diagrams • Character Sketches • 3D model site and building model images • Outline specifications for SD pre construction pricing • Mechanical and Plumbing design narratives 5. Sustainability and Building Technology • Narrative and information describing Sustainability goals and approach • Building envelope design goals 6. Preconstruction Preliminary Construction Pricing Coordinate assist with Selection Process • Solicit Contractor Bidding for General Condition/ Profit Overhead • Interview shortlist 3-4 teams • Evaluation and Selection 7. Coordinate with CM preconstruction team for SD preliminary Pricing. • Provide preliminary SD level drawings in RFP for contractors bid: General conditions/ overhead and profit. • Selection of 3-5 most qualified contractor for interviews • Contract w/ selected contractor. • Contractor provides GMP sub -pricing with 75% final 8. Determine Construction Phasing Plan • Analyze SD pricing and feasibility • Identify phase 1 location and plan • Prepare subsequent Phasing plan 3. Annexation and Entitlements - Fee $91,555 The entitlement process includes three major steps: (1) pre -application coordination to align County and Town expectations for process, procedures, timeline; (2) annexation application to bring the County parcels into the Town of Eagle; (3) PUD application to establish the final zoning and development plan. The initial scoping and process coordination begins alongside the first phases of project design, with application materials progressing along with the development and review of design documentation. Entitlement process is expected to follow the submittal requirements of a Major Project, and is assumed to be most appropriately submitted as a PUD given the potential for project phasing over time, lot consolidation, rezoning, and infrastructure/ROW improvements. A. Workshop 4 -Public Outreach- '/2 day i. Caddis and EGC staff -Present Site Plan & Schematic Design documents to stakeholders ii. Present Preliminary Schedule and Phasing 16 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 B. Land Use roadmap and memo (prior to Workshop 1 activities) i. Flow chart of application tasks/triggers (annexation through PUD application) ii. Review of all due diligence materials, summarize known issues iii. Description of parameters: LUC, zoning, submittal requirements for Major Development: Planned Unit Development C. Town planning staff meeting: land use actions scoping (concurrent with Workshop 1 activities) i. Review annexation/rezoning and application process and parameters ii. Review project program and evaluate overall LUC implications iii. Identify process, timeline, and potential critical path for amendment of West Eagle Sub Area Plan iv. Refined Land Use roadmap document D. Annexation and Rezoning- Caddis as Eagle County's representative will submit the annexation application to the Town of Eagle and will represent and lead the annexation application (Target submittal after first Eagle County / Town of Eagle review meeting) i. Confirmation of submittal materials ii. Annexation application per Eagle LUDC 4.15.010 iii. Hearing and approval by ordinance (first and second readings) iv. Rezoning (interim) v. Verify property corner monuments per state statute vi. Finalize and record plat E. Entitlements: Major Project Planned Unit Development- Caddis as Eagle County's representative will submit any Entitlement applications to the Town of Eagle and will coordinate application comments and revisions i. Planning Commission visioning process (per subdivision steps and pending combined approach) ii. Pre -application conference iii. PUD Zoning Plan Submittal 1. Referral (department and agency review) 2. Planning Commission site visit 3. Planning Commission review (assume 2x hearings) 4. Town of Eagle review (assume 2x hearings) iv. Development/Subdivision Review Submittal 1. Referral (department and agency review) 2. Planning Commission review (assume 2x hearings) 3. Town of Eagle review (assume 2x hearings) 4. PUD guide and project approval by ordinance 5. Recordation of approvals G. Total Fee through Schematic Design - $454,975 17 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 4. Design Development- 1.6% of SD Cost Estimate Anticipated - $509,664 After sign -off on Schematic Design, the team will begin Design Development. Design development (DD) services use the initial design documents from the schematic phase and take them one step further. This phase lays out mechanical, electrical, plumbing, structural, and architectural details. Also we will refine Site Plan and Civil work. Deliverables 1. Site Planning/ Landscape Design • Site and Materials Plans, including building locations, site circulation, amenity areas, furniture/materials schedule and notes • Plan enlargements as needed • Site Sections and Elevations as needed to clarify intent, typical, or unique areas • Site Details (typical assemblies) • Preliminary Planting/Restoration Plan and Plant schedules • Planting Details • Preliminary Irrigation Plans (assuming domestic water source without irrigation pumping system) • Preliminary specifications • Site Phasing diagram plan. 2. Civil • Grading and paving plans, including contours, critical spot elevations. (Main level datum elevation) • Include sidewalks, ramps, stairs, driveways, parking areas including layout geometry • Site drainage and retention areas • Utility Plans • Identify existing and new utilities to the building (electrical, water, gas, telephone and cable) • Identify sanitary and storm laterals from the building to the mains • Identify site storm sewers, inlets, manholes, etc. 3. Architectural • Complete Code review- Code Footprint and code analysis • Floor plans • Dimensioned structural bay system • Internal partitions located, drawn and located and dimensioned • All casework and other equipment called out on plans • Major mechanical/electrical systems determined and their requirements reflected and indicated on the plans including louvers, areaways and utility entrances • Locate all plumbing fixtures • All rooms named and numbered • Locate exterior and interior doors and windows • Locate typical and fire rated partition types • All keyed references: match lines, building sections, enlarged plans, etc. keyed notes • Finish floor elevations noted • Expansion joints indicated 18 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 o Building cores (stairs, elevators, toilets, shafts, etc) drawn to a larger scale (+/-'/4"), dimensioned and keyed to larger plans o Plans and elevations of feature areas (lobby, special spaces) drawn to a larger scale (+/ -'/4") with all surfaces shown and materials called out and keyed to larger plans o Roof Plans Reflected Ceiling Plans o Located lighting fixtures o Soffits/bulkheads, skylights o Identify major ceiling materials and their relationship with partitions o Identify all areas with exposed structure Building Elevations o Building elevations including roof structures and foundations o Identify and locate all exterior windows and doors o Identify floor levels, vertical dimensions and overall building heights o Column centerlines o Locate expansion joints and major panel joints o Exterior mechanical equipment o All materials noted; demarcation of materials shown o Detailed elevations at a larger scale (+/ - %") as necessary to explain intent (building entrance, special brickwork or masonry, building canopy, etc) o Major keyed references: match lines, buildings sections, wall sections Building Sections/ Wall Sections o Include major building sections, identify column lines, feature openings and relationships between floors, ceilings, structure and mechanical systems o Vertical dimensions including floor to floor and ceiling heights o Finished grades around the building o Typical wall sections or assembly details Details o Large scale details of major exterior wall assemblies, (parapets to foundation) o Large scale details of major foundation and perimeter treatment o Typical window and door details (i.e. head jamb and sill conditions) o Typical interior and exterior columns details o Key areas shown including stairs, elevators, escalators, loading docks, shafts and other conditions where wall sections reveal the third dimension o Major casework elevations and millwork profiles o Partition types Interior Elevations of significant spaces Specifications: Short -form Exterior and Interior w/ Interior Finish, Appliances Schedules o Draft interior finish schedule o Draft door and frame schedules o Draft window and glazing schedule 19 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 4. Structural • Foundation plan including interior and perimeter foundations, footings, piles, caissons, wall beams and grade beams as needed. • Framing plans for all floors and roof including major member sizes noted or scheduled, typical and maximum column sizes • Locate columns, beams, purlins, joists, etc. • Location of in -floor electrical system • Major penetrations (i.e. slab openings, pits, tunnels and ramps) located on drawings • Expansion joints located • Typical edge of slab details for cladding attachment • Special conditions noted (shoring, underpinning, etc.) • Provide wind, seismic, dead and live loads design information. • Footing, beam, column and connection details. • Updated building elevations. 5. MEP i. Mechanical Drawings a. Floor Plans • Size and locate utility risers, shafts, chases and equipment coordinated with architectural plans • Heating and cooling load criteria for each space and major duct or pipe runs sized to interface with structural and architectural building components • Mechanical room equipment layouts are shown • Locate major equipment such as boilers, cooling towers, air handling units, heat pumps, exhaust fans, unit heaters, perimeter fin tubes, etc. • Locate intake and exhaust louvers • Indicate typical layouts of all ceiling devices • Consider access and replacement requirements with all equipment room layouts • Coordinate ceiling plenum space with architectural, plumbing, fire protection, electrical, structural • Air and water flow diagrams showing CFM and GPM respectively. • Show electrical requirements such as panel size, location, voltage and current requirements for mechanical equipment. b. Sections • Critical mechanical room cross sections • Corridor sections indicating duct clearances c. Catalog Cuts • Grills and diffusers • Special equipment • 3. Controls/Building Management Control Systems (BMCS) ii. Plumbing/Fire Protection Drawings d. Floor Plans • Size and locate utility risers, shafts, chases and equipment on architectural plans e. Detail Plans 20 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 • Locate all toilets, urinals, lavatories, mop sinks, floor drains and drinking fountains • Locate underslab sanitary and supply lines • Locate maintenance hose bibs in toilet rooms and on exterior of building • Include roof drainage system (quantity and location of roof drains, internal and external downspouts • Coordinate fixture sizes and mounting heights (for special accessibility and age groups) • Coordinate plumbing chase and shaft depths with architectural • Consider access and replacement requirements with all room layouts • Coordinate ceiling plenum space with architectural, fire protection, mechanical, electrical structural • Coordinate piping site and flows with existing sprinklers if applicable • Fire Sprinklers f. Catalog Cuts • Plumbing fixtures • Sprinkler heads • Special Equipment • Fire suppression system iii. Electrical Drawings g. Floor Plans • Size and locate utility equipment on architectural plans • Major electrical equipment (switch gear, distribution panels, emergency generator, transfer switches, UPS system, etc.) dimensioned and drawn to scale into the space allocated, also include riser diagram or one line diagram • Identify service amperage and voltage requirements • Locate size of conduit runs, cable trays, risers, shafts, chases, etc • Locate size site electrical: transformers, underground service, entrance details, etc • Identify typical and feature lighting fixtures: ceiling and wall types reflective ceiling plan • Identify electric and telephone panel room locations • Locate electrical devices for typical classroom, offices, special classrooms including power receptacles, computer, telephone, TV, light switches, closed circuit TV, fire alarm, security and intercom devices • Locate exit and emergency lighting and fire alarm devices (consider ADA requirements) • Consider access and replacement requirements with all utility room layouts • Coordinate ceiling plenum space with architectural, plumbing, fire protection, mechanical, structural • Update design calculations to include power consuming equipment and load characteristics 21 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 • Site lighting, locate and identify all lighting fixtures h. Catalog Cuts • Light fixtures • Fire alarm devices • Special equipment • Factory installed lighting and voltage surge protection equipment 6. Sustainability and Building Technology • Green building Matrix • Energy Modeling 5. Construction Documents - 3.1 % of SD Cost Estimate Approximately - $990,287 After sign -off on Design Development documents, the team will begin Construction Documents. CD's will include all Drawings and Specifications to obtain permits and build the project. It also includes permitting coordination, construction contract negotiation, construction administration, and warranty observation. It is anticipated that portions of the project may be phased. Deliverables 1. Site Planning/ Landscape Design 2. Civil • Site and Materials Plans, including building locations, site circulation, amenity areas, furniture/materials schedule and notes • Plan enlargements as needed • Site Sections and Elevations as needed to clarify intent, typical, or unique areas • Site Details • Detailed Planting/Restoration Plan and Plant schedules • Planting Details • Final Irrigation Plans (assuming domestic water source without irrigation pumping system) • Final specifications • Existing Conditions Survey (By Others) • Site Plan • Grading and paving plans • Utility Plan • Drainage report • StormWater and Drainage Plan • Stormwater and Drainage Details • Roadway profiles Intersections • Sewer Profiles • Water run Profiles • Horizontal control plan • Intersection • Utility and horizontal control plan • Civil details 3. Architecture • Code Plans 22 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 • Floor Plans • Elevations • Building Sections • Reflected Ceiling Plans • Assembly Details • Wall Sections as may be necessary • Stair and vertical circulation enlarged plans, sections, details • Architectural Details • Interior Finish Plans -including schedules, plans & elevations • Expanded Short Form Specifications, and Interior Finishes, Appliances 4. Structural • Foundation Plans • Framing Plans • Load Calculations • Details 5. MEP • Floor Plans • Details • Full Short Form Specifications 6. Energy Modeling/Sustainability • Complete Energy Models • Green Specifications • Certifications 6. Construction Observation/ Administration Caddis team's attention during this phase will ensure the smooth and satisfactory completion of the project as our ultimate goal as an architect is to help turn your dream into reality. • Perform construction site observation visits in conjunction with OAC on an established monthly or weekly schedule as appropriate to phase of construction. • Ensure the contractor is following the plans and specification per the architectural and consultants design intent. • Review contractor's monthly invoices to confirm percentage work completion. • Available for questions and RFI's and respond within a 10 day period. • Provide additional information to issues that arise. • Review and coordinate change order requests. • During this phase it is common that some additional services for the architect arise due to clarification requests or change orders to address any unknown field conditions as they arise. • Project closeout to include site walk, punch lists, record documents. 23 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 7. Reimbursables All reimbursable expenses are included in the not -to -exceed amount set forth in Section 5 above. Items include: • Travel per diem • Printing & plotting fees • Accommodations • Mileage • Additional Software or Product samples required for the project 24 ECHDA Professional Services Final 5/14 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 EXHIBIT B Insurance Certificate 25 ECHDA Professional Services Final 5114 DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/4/2021 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 AssuredPartners of Washington, LLC 19689 7th Ave NE, Ste 183, PMB #369 Poulsbo WA 98370 CONTACT NAME: Julia Ardon PHONE FAX AIC No Ext : 3606262956 AIc No): 360-626-2956 ADDRESS: julia.ardon@assuredpartners.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: The Travelers Indemnity Company 25658 INSURED 6056 INSURERB: Hudson Insurance Company 25054 Caddis PC, Caddis Architecture 1521 Easy Rider Lane. #102 INSURERC: Travelers Property Casualty Company of America 25674 INSURER D : Boulder CO 80304 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1483993017 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 A X COMMERCIAL GENERAL LIABILITY Y Y 680OJ311216 4/11/2021 4/11/2022 EACH OCCURRENCE $2,000,000 CLAIMS -MADE � OCCUR TED PREMISES (Ea oDAMAGE TO ccurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY jE LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y 680OJ311216 4/11/2021 4/11/2022 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 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 C UMBRELLA LIAB X OCCUR CUP-006SO51457 8/5/2021 4/11/2022 EACH OCCURRENCE $ 2,000,000 X AGGREGATE $ 2,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liab; Claims Made PRB 06 19 112666 10/11/2021 10/11/2022 Per Claim $1,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is an additional insured per the attached. Excess policy goes over the Workers Comp policy #76 WEG TN1975 ECHDA, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ECHDA ACCORDANCE WITH THE POLICY PROVISIONS. 500 Broadway AUTHORIZED REPRESENTATIVE PO Box 850 Eagle CO 81631 'q ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 680OJ311216 Caddis PC, Caddis COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section III — Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 09 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 Of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission DocuSign Envelope ID: 63A92A55-F57F-4DOE-99EF-69738381 1 C04 COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission