HomeMy WebLinkAboutC22-213 JviationPage 1 of 21 MASTER AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN JVIATION, A WOOLPERT COMPANY AND EAGLE COUNTY, COLORADO Eagle County, Colorado, hereinafter called the “Sponsor”, agrees to retain, the firm of Jviation, A Woolpert Company, hereinafter called the “Engineer” to perform the scope of planning services as outlined below, and hereinafter called the “Project” at the Eagle County Regional Airport. The term of this agreement ("Agreement") shall become effective upon execution by the Parties and will remain in effect for five (5) years from execution, or as terminated in accordance with the terms below. SECTION 1. PROJECT LIST 1.1 The scope of work contemplated under this A greement with regard to the Project is for planning services for improvements to the Eagle County Regional Airport. All planning services performed pursuant to this Agreement and any amendments thereto shall be referred to as "Work" or the "Services". Unless specifically excluded by a future amendment, all such terms and conditions set forth herein shall apply to all Work by Engineer. All such terms and conditions of this Agreement Said improvements will include, but are not limited to, the following items: a) Airport Master Planning b) Airport Facility Planning c) Terminal Area Planning d) Noise Compatibility Planning e) Environmental Planning and Permitting f) Air Traffic Control Tower Support g) NAVAID and Airspace Planning h) Resiliency and Sustainability Planning i) Stakeholder Engagement SECTION 2. SCOPE OF SERVICES The planning services to be provided in connection with the Project will be specified in a mendments to this Agreement, a sample of which is attached as Exhibit A hereto (each an "Amendment"), or in a Statement of Work (an “SOW”) accompanying such Amendment (such services c ollectively, when and as specified in Amendments and SOWs, t he “Work" or the "Services”). SECTION 3. COMPENSATION AND PAYMENT The Sponsor shall pay Engineer the consideration set forth in each Amendment; which consideration shall constitute complete payment for all S ervices furnished in connection with the work required to be performed under the Amendment. 3.1 Method of Compensation. Each Amendment shall specifically identify the S ervices, the type of compensation, the applicable rates, and the reimbursable expenses. Compensation for Services shall be on a “Lump Sum” basis as mutually agreed to by the parties prior to the performance of the Services. 3.1.1 For performance of Services included in each “Lump Sum” Amendment, which shall be defined and delineated in advance, payment to the Engineer will be made on the basis of a lump DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 2 of 21 sum. The agreed lump sum shall represent full payment for all payroll, overhead, profit, and other direct non-salary expenses as hereinafter described. The lump sum will not increase nor decrease unless there is a Change in S cope (as defined below). In that event, the lump sum would be subject to re-negotiation, and Engineer will prepare and submit a supplemental Amendment for Sponsor’s approval. 3.2 Expenses. Sponsor shall pay all publishing costs for advertisements of notices, public hearings, requests for bids, and other similar items; shall pay for all permits and licenses that may be required by local, state, or federal authorities; and shall secure the necessary land, easements, and rights-of-way required for the P roject. 3.3 Payment Schedule. 3.3.1 For performance of the Services described in each Amendment, Sponsor shall pay the compensation set forth in such Amendment in monthly increments over the period of performance of the Services, based on percentage completed unless other specific payment schedules are mutually agreed to and set forth in the Amendment. 3.3.2 Payments for all S ervices satisfactorily performed pursuant to executed Amendments shall be due within thirty (30) days after the receipt of invoices. If the Sponsor disputes any portion of an invoice, it shall not be relieved of the responsibility of paying the undisputed portion thereof. 3.3.3 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to Sponsor nor shall any payment be made to Engineer for any Work done after December 31st of each year, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C.R.S. 29-1-101 et.seq.). The parties recognize that the County is a governmental entity and that all financial obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 3.4 Changes in Scope. 3.4.1 It is mutually understood and agreed that the Sponsor w ill compensate Engineer for S ervices resulting from significant changes in general scope of the P roject or its design, including changes in size, complexity, project schedules, character of project, revisions to previously accepted studies, reports, design documents for contract documents (collectively, “Changes in Scope”), only when: (A) Such revisions are due to causes beyond the Engineer’s control, and (B) The parties have negotiated the cost of such Changes in Scope at the time of the anticipated change and Sponsor has authorized such additional work in an executed Amendment. 3.4.2 Compensation for such extra work when authorized by the Sponsor shall be established in each Amendment. SECTION 4. CONTRACT DOCUMENTS 4.1 For purposes of this Agreement, the “Plans and Deliverables” means all planning designs, plans, drawings, specifications, reports, and other project deliverables that the Engineer delivers to the Sponsor in connection with the Project. DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 3 of 21 4.2 Technical Information. The Sponsor shall make available to the Engineer all technical data that is in the Sponsor’s possession including maps, surveys, property descriptions, and other information required by the Engineer and relating to the Project and the Services. 4.3 Approval of Plans and Deliverables. The Sponsor shall cooperate with the Engineer in the approval of the P lans and D eliverables, or should any part of such P lans and D eliverables be disapproved, shall make a timely decision in order that no undue expense will be caused the Engineer because of lack of decisions. 4.4 Construction Cost Opinion. If required by SOW, the Engineer shall prepare an opinion of probable construction costs, representing Engineer’s reasonable judgment as a design professional (a “Cost Report”). Such Cost Report shall be provided for Sponsor’s internal use and guidance only, and under no circumstances does Engineer guarantee the accuracy of the Cost Report as compared to contractor bids or actual cost to the Sponsor. Sponsor acknowledges that Engineer has no control over the actual costs of labor or materials, or over competitive bidding or market conditions. 4.5 Ownership of Plans and Deliverables. Sponsor acknowledges that the P lans and D eliverables are instruments of professional service. However, all P lans and D eliverables and all other instruments of professional services pursuant to this Agreement, in any form, and regardless of the stage of completion, shall be the sole exclusive property of the Sponsor, whether or not the Project is completed. Upon request, Engineer shall deliver to Sponsor all such instruments, regardless of the state of completion, in the format directed by Sponsor. Sponsor agrees that it will not use the P lans and D eliverables for any other project or purpose other than that contractually identified. Sponsor agrees, to the extent permitted by law, to hold harmless Engineer for any liability resulting solely from the reuse of such instruments. 4.6 Delivery of Plans and Deliverables. The Engineer shall deliver to the Sponsor: (A) one (1) hard-copy of the final P lans and D eliverables, and (B) the final P lans and D eliverables in electronic form, in a reproducible and modifiable format as reasonably requested by the Sponsor (such as, for example, AutoCAD, MicroStation or other computer aided design files). SECTION 5. FEDERAL COMPLIANCE Engineer represents and covenants to Sponsor as follows: 5.1 The Sponsor, the FAA, and the Comptroller General of the United States or any of their designated representatives shall have access to any books, documents, papers and records of the Engineer which are directly pertinent to the grant program for the purpose of audit examination, excerpts, and transcriptions. 5.2 The Engineer has formulated, adopted, and actively maintains an affirmative action plan in compliance with Executive Order No. 11246 entitled, “Equal Employment Opportunity.” The Engineer does not discriminate on the basis of race, color, religion, creed, national origin, sex or age. Goals and targets are specified in the affirmative action plan to assure its implementation. 5.3 All services performed shall be in conformance with any and all applicable rules and regulations of the FAA. 5.4 It is the policy of the DOT that “Disadvantaged Business Enterprises” (as defined in 49 CFR Part 26) shall have the maximum opportunity to participate in the performance of contracts financed DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 4 of 21 in whole or in part with f ederal funds, and the requirements of 49 CFR Part 6 shall apply to this Agreement. 5.5 The Engineer shall ensure that Disadvantaged Business Enterprises have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with f ederal funds. In this regard, all Contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform in the award and performance of DOT assisted contracts. SECTION 6. INSURANCE 6.1 The Engineer shall procure and maintain at its expense during the effective period of this Agreement the following insurance from insurance companies authorized to do business in the State in which the Site is located, covering all operations and services under this Agreement performed by Engineer. 6.1.1 Worker’s c ompensation and Employer’s Liability i nsurance in accordance with the provisions of applicable law. 6.1.2 Commercial g eneral l iability in amounts not less than $1 million combined single limit per occurrence and $4 million aggregate for bodily injury, personal injury, and property damage with endorsements to include contractual liability. Engineer shall name Sponsor as Additional Insured for ongoing operations, to the extent permitted by law. Coverage shall be primary. 6.1.3 Automobile liability, b odily i njury and p roperty d amage with a limit of $1 million for occurrence, combined single limit including owned, hired and non-owned autos. 6.1.4 Professional l iability i nsurance in amounts not less than $1 million per claim and $2 million aggregate. 6.2 The Engineer shall furnish to the Sponsor a certificate or certificates of insurance showing compliance with this Section 6 . 6.2.1 To the extent commercially available to Jviation, A Woolpert Company, from its current insurance company, insurance policies required under subsection shall contain a provision that the insurance company or its designee must give the Sponsor written notice transmitted in paper or electronic format: (a) 30 Days before coverage is non-renewed by the insurance company and (b) within 10 Business Days after cancelation of coverage by the insurance company. SECTION 7. STANDARD OF CARE 7.1 Engineer shall be responsible for the completeness and accuracy of the Work, including all supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Engineer's Work shall not relieve the Engineer of any of its responsibilities. The Engineer and its professional consultants shall perform the Work in a skillful, professional and competent manner and in accordance with prevailing standards of cares, skill and diligence applicable to planners and engineers as the case may be, with respect to similar work. DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 5 of 21 SECTION 8. FORCE MAJEURE 8.1 It is mutually agreed by the Parties that time is of the essence for the successful completion of all agreed upon Work. Engineer shall perform such Work diligently and without interruption at such rate of progress so as to accomplish completion with the agreed upon project schedules. Any delay or failure of engineer in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God, war, riot, strike, fire, storm, flood, windstorm, discovery or uncovering of hazardous or toxic materials or causes beyond the reasonable control of Engineer, provided that prompt written notice of such delay or suspension given by the Engineer to the Sponsor. In no event shall such notice be given more than seventy-two (72) hours after Engineer becomes aware of the cause of such delay. Upon receipt of said notice, if necessary, the time for performing shall be extended for a period of time reasonably necessary to overcome the effect of such delays and Engineer shall be reimbursed for the cost of such delays. SECTION 9. TERMINATION 9.1 Termination by Sponsor. Upon five (5) business days written notice to Engineer, Sponsor may terminate this Agreement or any Amendment issued hereunder, in whole or in part, for its convenience, with or without cause. In the event of such termination, Sponsor may take possession of the Project in such manner as Sponsor may deem expedient. Upon such termination, Sponsor shall be liable only for Work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been completed, provided that, at its sole option, Sponsor may require the Engineer complete particular portions of the Work on a time and reimbursable expenses basis as provided herein. Upon termination, Engineer shall deliver to Sponsor all instruments entirely or partially completed pursuant Section VI (3) herein, together with all material supplied to Engineer by Sponsor. Payment will be due within thirty (30) days after Engineer has delivered the last of the instruments, together with any records that may be required to determine the amount due. 9.2 Termination by Engineer. If work on the Project shall be delayed for more than 30 calendar days of account of one or more of the occurrences set forth in Section 8, or if Sponsor shall fail to pay the Engineer in accordance with the terms of Section 3 , the Engineer may, at its option, upon five (5) business days written notice to Sponsor, terminate this Agreement. In the event of any such termination, Sponsor shall reimburse the Engineer for all costs of performance of the Services as the E ngineer may have incurred on account of such delays. Sponsor shall thereafter assume all obligations, commitments, or other liabilities that Engineer shall have previously incurred or made in connection with its performance of the Services and for which t he Engineer has not been paid and released. 9.3 Termination Without Cause. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. In the case of such termination, Engineer shall be paid for all Services satisfactorily performed prior to the termination date. SECTION 10. INDEMNIFICATION 10.1 General Liability Indemnification. Engineer shall indemnify and hold harmless Sponsor, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Sponsor may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, the acts and omissions of, or representations by, the Engineer or any of its sub-consultants in the performance of this Agreement. Engineer shall reimburse Sponsor for reasonable attorney fees and costs, legal and other expenses incurred by Sponsor in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 6 of 21 shall not apply to claims by third parties against the Sponsor to the extent that Sponsor is liable to such third party for such claims without regard to the involvement of the Engineer. This paragraph shall survive expiration or termination hereof. 10.2 Professional Liability Indemnification. To the fullest extent permitted by applicable law, the Engineer agrees to indemnify and hold the Sponsor harmless from and against any liabilities, claims, damages and costs (including reasonable attorney’s fees) to the extent caused by the negligence of the Engineer in performance of professional services under this Agreement. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by an applicable statute of repose or statute of limitations SECTION 11. MISCELLANEOUS 11.1 Interpretation. In this Agreement, unless a clear contrary intention appears, (a) words used with initial-capitalized letters shall have the definitions set forth herein, (b) the term “or” shall not be used in an exclusive manner, (c) reference to any gender includes each other gender; (d) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) “including” (with any correlative meaning “include”) means including without limitation the generality of any description preceding such term; and (f) the headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. 11.2 Notices. All notices, reports, records, or other communications which are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by facsimile, by electronic mail (return receipt requested), overnight courier, or by certified mail, to the receiving party at the following address: If to Sponsor: Eagle County Regional Airport 219 Eldon Wilson Road Gypsum, Colorado 81637 Attention: Josh Miller Telephone: 970-328-3532 Email: josh.miller@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway P.O. Box 4708 Eagle, Colorado 81631 If to Engineer: Jviation, A Woolpert Company 720 S. Colorado Blvd., Ste. 1200-S Glendale, CO 80246 Attention: Jim Miklas Telephone: 617-320-0701 Email: jim.miklas@woolpert.com or to such other address as such party may have given to the other by notice pursuant to this Section. Notices shall be deemed given on the date of delivery: on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 7 of 21 transmission, provided that a paper copy is mailed the same date: or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 11.3 Professional Services. The parties recognize that the planning services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement, the Sponsor is relying on the professional services and reputation of Jim Miklas. The parties agree that those staff members shall be dedicated to County projects to the extent reasonably practical. Any changes to staff members dedicated to County projects will be done by mutual consent of the parties, such consent shall not unreasonably be withheld. 11.4 Severability. The provisions of the Agreement are severable, and, if any provision shall be determined to be illegal or unenforceable, such determination shall in no manner affect any other provision hereof, and the remainder of this Agreement shall remain in full force and effect, provided however, that the intention and essence of this contract may still be accomplished and satisfied. In the event that any provision of the Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, Engineer and Sponsor shall negotiate an equitable adjustment in the provisions of this Agreement to preserve the purpose of this contract and maintain the allocation or risk, liabilities and obligations originally agreed upon. 11.5 Governing Law. The terms of this Agreement shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Colorado. 11.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties and the terms and conditions hereof were negotiated between the parties on an arms-length basis and no obligation or covenant of good faith or fair dealing shall be implied or interpreted as conferring upon either party any right, duty, obligation or benefit other than expressly set forth herein. No modifications or amendments to this Agreement shall be valid unless agreed to by the parties in writing and signed by their authorized representatives. No waiver of any breach or failure of either party to insist on strict performance of any of the terms herein shall be deemed to imply or constitute a waiver of any other term or the right thereafter to enforce any other default. 11.7 Independent Contractor. I t is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Engineer shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Engineer shall be, or shall be deemed to be, the employee, agent, or servant of Sponsor. 11.8 Successors; Assignment. Engineer may not assign its interest in this Agreement, including the assignment of any right or delegation of any obligations provided herein, without the prior written consent of Sponsor, which consent Sponsor may withhold in its sole discretion. Except as so provided, this Agreement shall be binding upon each party and its successors and assigns and shall not be deemed to be for the benefit of or enforceable by any third party. 11.9 Electronic Formats and Signatures. The Parties agree and acknowledge that this Agreement may be kept in electronic form and that an electronic version of this Agreement will be just as valid and enforceable as the original. This Agreement may be signed in one or more counterparts (including faxed or electronically scanned copies), each of which will be deemed one and the same as the original. Reproductions of this executed original (with reproduced signatures) will be deemed to be original counterparts of this Agreement. 11.10 Record Retention. The Engineer shall maintain complete and accurate records of its performance relating to this Agreement for a period of three (3) years following final payment DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 8 of 21 hereunder. Sponsor shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time. SECTION 12. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 12.1 As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Engineer has any employees or subcontractors, Engineer shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Engineer certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Engineer will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. 12.2. Engineer shall not: a. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or b. Enter into a subcontract that fails to certify to Engineer that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. 12.3. Engineer has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify 12.4. Engineer shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 12.5. If Engineer obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Engineer shall be required to: a. Notify the subcontractor and County within three (3) days that Engineer has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Engineer shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. 12.6. Engineer shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 9 of 21 12.7. If Engineer violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Engineer shall be liable for actual and consequential damages to County as required by law. 12.8 County will notify the Colorado Secretary of State if Engineer violates this provision of this Agreement and County terminates the Agreement for such breach. SECTION 13. FAA PROVISIONS The parties recognize that these Federal Provisions may be revised from time to time by the Federal Government. I. CIVIL RIGHTS ACT OF 1964, TITLE VI – CONTRACTOR CONTRACTUAL REQUIREMENTS (Reference: 49 CFR Part 21) During the performance of this Agreement, the Engineer agrees as follows: • Compliance with Regulations. The Engineer shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. • Nondiscrimination. The Engineer, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Engineer shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. • Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. • Information and Reports. The Engineer shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of an Engineer is in the exclusive possession of another who fails or refuses to furnish this information, the Engineer shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. • Sanctions for Noncompliance. In the event of the Engineer's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 10 of 21 a) Withholding of payments to the Engineer under the contract until the Engineer complies, and/or b) Cancellation, termination, or suspension of the contract, in whole or in part. • Incorporation of Provisions. The Engineer shall include the provisions of paragraphs one through five (Compliance with Regulations, Nondiscrimination, Solicitations for Subcontracts, Information and Reports, and Sanctions for Noncompliance) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Engineer shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event an Engineer becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Engineer may request the Sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the Engineer may request the United States to enter into such litigation to protect the interests of the United States. II. TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 11 of 21 • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). III. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL CIVIL RIGHTS PROVISIONS (Reference: Airport and Airway Improvement Act of 1982, Section 520; Title 49 47123;AC 150/5100-15, Para. 10.c.) The Engineer agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Engineer and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. IV. DISADVANTAGED BUSINESS ENTERPRISES (Reference: 49 CFR Part 26) • Contract Assurance (§26.13) - The Engineer or subcontrac tor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Engineer shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Engineer to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the Contractor from future bidding as non-responsible. • Prompt Payment (§26.29) - The prime Engineer agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than Fifteen (15) days from the receipt of each payment the prime Engineer receives from Sponsor. The prime Engineer agrees further to return retainage payments to each subcontractor within Fifteen (15) days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Board. This clause applies to both DBE and non- DBE subcontractors. DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 12 of 21 V. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (Reference: 49 CFR Part 20, Appendix A) The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. VI. ACCESS TO RECORDS AND REPORTS (Reference: 49 CFR Part 18.36(i ); FAA Order 5100.38) The Engineer shall maintain an acceptable cost accounting system. The Engineer agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representative’s access to any books, documents, papers, and records of the Engineer which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Engineer agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. VII. BREACH OF CONTRACT TERMS (Reference: 49 CFR Part 18.36) Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. Sponsor will provide Engineer written notice that describes the nature of the breach and corrective actions the Engineer must undertake in order to avoid termination of the contract. Sponsor reserves the right to withhold payments to Engineer until such time the Engineer corrects the breach or the Sponsor elects to terminate the contract. The Sponsor’s notice will identify a specific date by which DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 13 of 21 the Engineer must correct the breach. Sponsor may proceed with termination of the contract if the Engineer fails to correct the breach by deadline indicated in the Sponsor’s notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. VIII. RIGHTS TO INVENTIONS (Reference: 49 CFR Part 18.36(i)(8); FAA Order 5100.38) Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the Sponsor in any resulting invention as established by 37 CFR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within in the 37 CFR §401.14. Contractor must include this requirement in all sub-tier contracts involving experimental, developmental or research work. IX. TRADE RESTRICTION CLAUSE (Reference: 49 CFR Part 30.13; FAA Order 5100.38) By submission of an offer, the Engineer certifies that with respect to this solicitation and any resultant contract, the Engineer – • is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (U.S.T.R.); • has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the U.S.T.R; and • has not entered into any subcontract for any product to be used on the Federal on the project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. The Engineer must provide immediate written notice to the Sponsor if the Engineer learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Engineer must require subcontractors provide immediate written notice to the Engineer if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Engineer or subcontractor: Required Contact Provisions Issued on January 29, 2016 Page 64 AIP Grants and Obligated Sponsors Airports (ARP) 1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the U.S.T.R. or DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 14 of 21 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such U.S.T.R. list or 3) who incorporates in the public works project any product of a foreign country on such U.S.T.R. list; Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Engineer agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by U.S.T.R, unless the Engineer has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Engineer or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Sponsor or the FAA. X. TERMINATION OF CONTRACT (Reference: 49 CFR Part 18.36(i)(2); FAA Order 5100.38) The Sponsor may, by written notice to the Engineer, terminate this Agreement for its convenience and without cause or default on the part of the Engineer. Upon receipt of the notice of termination, except as explicitly directed by the Sponsor, the Engineer must immediately discontinue all services affected. Upon termination of the Agreement, the Engineer must deliver to the Sponsor all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. The Sponsor agrees to make just and equitable compensation to the Engineer for satisfactory work completed up through the date the Engineer receives the termination notice. Compensation will not include anticipated profit on non-performed services. The Sponsor further agrees to hold Engineer harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 15 of 21 Termination by Sponsor: The Sponsor may terminate this Agreement in whole or in part, for the failure of the Engineer to: 1) Perform the services within the time specified in this contract or by the Sponsor approved extension; 2) Make adequate progress so as to endanger satisfactory performance of the Project; 3) Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Engineer must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Engineer must deliver to the Sponsor all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. The Sponsor agrees to make just and equitable compensation to the Engineer for satisfactory work completed up through the date the Engineer receives the termination notice. Compensation will not include anticipated profit on non-performed services. The Sponsor further agrees to hold Engineer harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Sponsor determines the Engineer was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Sponsor issued the termination for the convenience of the Sponsor. Termination by Engineer: The Engineer may terminate this Agreement in whole or in part, if the Sponsor: 1) Defaults on its obligations under this Agreement; 2) Fails to make payment to the Engineer in accordance with the terms of this Agreement; 3) Suspends the Project for more than [180] days due to reasons beyond the control of the Engineer. Upon receipt of a notice of termination from the Engineer, Sponsor agrees to cooperate with Engineer for the purpose of terminating the agreement or portion thereof, by mutual consent. If Sponsor and Engineer cannot reach mutual agreement on the termination settlement, the Engineer may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Sponsor’s breach of the contract. In the event of termination due to Sponsor breach, the Engineer is entitled to invoice Sponsor and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Engineer through the effective date of termination action. Sponsor agrees to hold Engineer harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. XI. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (Reference: 49 CFR Part 29; FAA Order 5100.38) The Engineer certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 16 of 21 modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/Engineer or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation/proposal. XII. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (Reference: 20 CFR part 1910 ) All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Engineer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The Engineer retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Engineer must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. XIII. CLEAN AIR AND WATER POLLUTION CONTROL (Reference: 2 CFR § 200 Appendix II(G)) Engineer agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 U.S.C. § 740-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). The Engineer agrees to report any violation to the Sponsor immediately upon discovery. The Sponsor assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Engineer must include this requirement in all subcontracts that exceeds $150,000. XIV. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS (Reference: 2 CFR § 200 Appendix II (E)) 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) above, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 17 of 21 under any such contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4. Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. XV. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) (Reference: 29 USC § 201, et seq.) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. The Engineer has full responsibility to monitor compliance to the referenced statute or regulation. The Engineer must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. XVI. TEXTING WHEN DRIVING (Reference: Executive Order 13513, DOT Order 3902.10) In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving" (10/1/2009) and DOT Order 3902.10 “Text Messaging While Driving” (12/30/2009), the FAA encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or sub-grant. In support of this initiative, the Sponsor encourages the Engineer to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Engineer must include the substance of this clause in all sub-tier contracts exceeding $3,500 and involve driving a motor vehicle in performance of work activities associated with the project. XVII. ENERGY CONSERVATION REQUIREMENTS (Reference: 2 CFR § 200 Appendix II(H)) Engineer and Subcontractor agree to comply with mandatory standards and policies relating to energy efficiency as contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201et seq). XVIII. VETERAN’S PREFERENCE (Reference: 49 USC § 47112(c)) In the employment of labor (excluding executive, administrative, and supervisory positions), the contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632) owned and controlled by disabled veterans. This preference only applies DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 18 of 21 when there are covered veterans readily available and qualified to perform the work to which the employment relates. XIX. CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS (Reference: Section 415 and 416 of Title IV, Division L of the Consolidated Appropriations Act, 2014 and DOT Order 4200.6) By signing this Agreement, the Engineer agrees: 1. It is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 2. It is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 19 of 21 T he parties executed this Base Agreement as of this day of , 2022. SPONSOR: Eagle County, Colorado ATTEST: By: Name: Title: ENGINEER: J viation, A Woolpert Company By: Name: Jim Miklas Title: Planning Manager DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 5/24/2022 Jeanne McQueeney Commissioner Page 20 of 21 Exhibit A to Base Agreement Form of Amendment DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Jviation PROJECT NO. AIP PROJECT NO. Page 1 of 2 AMENDMENT NO. ONE (1) TO CONTRACT DATED __________________ BETWEEN JVIATION, A WOOLPERT COMPANY AND SPONSOR CITY, STATE The Sponsor and Jviation agree to amend their contract for improvements to the ______________, ________________ (city), ____________ (state) to include fees for planning services. The improvement Item No. is included in the Scope of Work of the original contract. The item covered by this amendment is described as follows: Item No. • or other work as identified. The Sponsor agrees to pay Jviation for the services listed under Section 2 of the original contract in the following manner, and within the time constraints outlined in the AIP development schedule. PART A - BASIC SERVICES Planning Services ................................................................................................................ Lump sum of $0.00 TOTAL BASIC SERVICES ............................................................................................. Lump sum of $0.00 Method of payment shall be as follows: The Sponsor agrees to make monthly payments based upon the work performed by Jviation, up to 90 percent of the total contract. The final 10 percent of the fee shall be due and payable when the project final documents have been completed and have been submitted to the Sponsor. (remove if not applicable to project scope) The FAA’s federal action is limited to airport layout plan (ALP) approval o f only those portions of projects that meet the criteria established in 49 U.S.C. §47107(a)(16)(B), commonly referred to as Section 163(d) of the FAA Reauthorization Act of 2018. If it is determined that the FAA does not have authority over a portion of the project and associated work completed ahead of the determination is no longer FAA eligible, the Sponsor will remain responsible for this portio n of the work. PART B - SPECIAL SERVICES The maximum estimated SPECIAL SERVICES planning is as follows: GEOTECHNICAL INVESTIGATIONS (FOR DESIGN) Geotechnical Investigations .............................................................................................. Lump sum of $0.00 TOPOGRAPHIC SURVEYS (FOR DESIGN) Topographic Sur veys .......................................................................................... Time and Materials of $0.00 DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 2 of 2 ACCEPTANCE TESTING (FOR CONSTRUCTION) Acceptance Testing ............................................................................................................. Lump sum of $0.00 TOTAL SPECIAL SERVICES .................................................................................................................. $0.00 TOTAL ........................................................................................................................................................... $0.00 All other terms and conditions of the origi nal contract shall remain in effect. IN WITNESS WHEREOF, the parties hereto have affixed their signatures this ___________________ day of 202__. SPONSOR: [NAME] ATTEST: By: Name: Insert Before Printing Title: Insert Before Printing JVIATION, A WOOLPERT COMPANY: By: Name: Insert Before Printing Title: Insert Before Printing DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Page 21 of 21 Exhibit B to Agreement Rates for 2019 DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Jviation, A Woolpert Company Billing Rate Schedule for 2022 Principal $295.00 Senior Consultant III $285.00 Senior Consultant II $275.00 Senior Consultant I $265.00 Senior Project Manager $290.00 Engineer Program Director I $290.00 Project Manager IV $255.00 Project Manager III $230.00 Project Manager I $180.00 Engineer Phase Manager IV $210.00 Engineer Phase Manager I $155.00 Quality Control Manager $255.00 Electrical Phase Manager IV $260.00 Associate Electrical Engineer I $140.00 Engineer III $175.00 Associate Engineer I $130.00 Planner IV $260.00 Planner III $180.00 Associate Planner I $155.00 Designer II $170.00 Construction Manager IV $220.00 Construction Manager III $195.00 Construction Manager II $170.00 Construction Manager I $140.00 CADD Tech III $140.00 CADD Tech II $120.00 CADD Tech I $105.00 Graphic Artist I $105.00 Proposal Coordinator I $120.00 Technical Writer I $120.00 Project Coordinator II $135.00 Project Coordinator I $115.00 Ops Manager III $280.00 Ops Manager II $210.00 Support III $120.00 Support II $105.00 Support I $95.00 Intern $66.00 Architectural Designer I $150.00 Planning Manager $290.00 Planner Program Director I $290.00 Planner Phase Manager IV $210.00 Billing Analyst Team Lead II $140.00 DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 Survey Manager $235.00 Survey Phase Manager $135.00 Land Surveyor (PLS)$175.00 GIS Technician III $135.00 GIS Technician II $105.00 UAS Pilot $105.00 Survey Party Chief $120.00 Woolpert Survey Rate Schedule for 2022 DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/1/2022 (703) 827-2277 (703) 827-2279 25666 Jviation, a Woolpert Company 720 South Colorado Blvd, Suite 1200-S Glendale, CO 80246 25623 25674 19445 20443 A 1,000,000 P6309P881661 3/1/2022 3/1/2023 1,000,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000B 8109P881648 3/1/2022 3/1/2023 10,000,000C CUP-1T790932-22-NF 3/1/2022 3/1/2023 10,000,000 10,000 D 11326672 3/1/2022 3/1/2023 1,000,000 N 1,000,000 1,000,000 E Professional Liab.AEH288355072 3/1/2022 Per Claim/Aggregate 5,000,000 RE: Eagle County Regional Airport Eagle County, Colorado, Sponsor, its officers, employees, and agents are included as additional insured with respect to General Liability and Automobile Liability when required by written contract. Eagle County, Colorado 219 Eldon Wilson Rd Gypsum, CO 81637 WOOLINC-01 KSUTTON Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 admin@amesgough.com Travelers Indemnity Co. of America A++, XV Phoenix Insurance Company A++, XV Travelers Property Casualty Company of America National Union Fire Insurance Company Continental Casualty Company (CNA) A, XV X 3/1/2023 X X X X X X X DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662                                         Policy Number: P6309P881661 Effective Date: 3/1/22 DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662                              Policy Number: P6309P881661 Effective Date: 3/1/22 DocuSign Envelope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olicy Number: 8109P881648 Effective Date: 3/1/22 DocuSign Envelope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olicy Number: 8109P881648 Effective Date: 3/1/22 DocuSign Envelope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olicy Number: 8109P881648 Effective Date: 3/1/22 DocuSign Envelope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olicy Number: 8109P881648 Effective Date: 3/1/22 DocuSign Envelope ID: 44BADBCC-6502-44FA-9A49-C6AC5BD47662