HomeMy WebLinkAboutC22-389 Menendez ArchitectsAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND MENENDEZ ARCHITECTS P.C. THIS AGREEMENT (“Agreement”) is effective as of _________________by and between Menendez Architects P.C., an architectural and engineering Colorado Corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County is in need of a consultant to provide on-call consulting services for preliminary site assessment and requirements; architectural design; civil engineering; structural engineering; mechanical and electrical engineering; cost estimating; facility equipment design and speciation to meet various needs (the “Project”) at the Eagle County Regional Airport, located in Gypsum, Colorado (the “Property”); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, the County wishes to hire Consultant to perform such on-call tasks associated with the Project; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete various projects (“Project”) pursuant to this Agreement in accordance with the rates described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. To the extent practicable, prior to the performance of any Services, Consultant shall first provide County with a written estimate for each Project and the County Representative shall approve such estimate in writing. There may be instances, at the discretion of the County Representative, when it is not practicable to have a written estimate prior to commencement of performing the services for a Project. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 11/29/2022 2 Eagle County Prof Services Final 5/14 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. County’s Representative. The Airport Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 31st of December, 2023. 4. Extension or Modification. This Agreement may be extended for up to three additional one-year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. Compensation for the performance of the Services under this Agreement shall not exceed $350,000.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 3 Eagle County Prof Services Final 5/14 shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County consents to Consultant’s use of the following sub- consultants and does not require written consent of such use:. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 4 Eagle County Prof Services Final 5/14 ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 5 Eagle County Prof Services Final 5/14 policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, and are based upon any negligent performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. County shall not be deemed the owner of said documents until payment has been received by the Consultant. County acknowledges that use of the documents prepared under this agreement should be used for the project for which they were prepared only. Consultant may use ideas and drawings prepared during the performance of the Services for other projects, as appropriate. DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 6 Eagle County Prof Services Final 5/14 County further acknowledges that use of the documents which are not stamped “final construction documents’ will be at the County’s sole risk and without liability to Consultant. Furthermore, reuse or modification of any such documents by County, without Consultant’s written permission shall be at County’s sole risk. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). All Documents shall be provided by Consultant in both printed and electronic format. Electronic format shall include native formats, but not limited to AutoCAD, Revit, Microsoft Work, Microsoft Excel, Adobe PDF, so that County personnel can easily utilize the information and format the information to accommodate various means of presentation and publication. 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. COUNTY: Eagle County, Colorado Attention: Josh Miller 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2649 E-Mail: josh.miller@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONSULTANT: Menendez Architects, P.C. Luis Menendez 715 W. Main Street DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 7 Eagle County Prof Services Final 5/14 Suite 104 Aspen, Colorado 81611 LAM@menendezarchitects.com 970-544-4851 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 8 Eagle County Prof Services Final 5/14 Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 9 Eagle County Prof Services Final 5/14 or degree with the performance of the Services and Consultant shall not employ any person having such known interests. l. The Consultant, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 10 Eagle County Prof Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: _____________________________ Regina O’Brien, Clerk to the Board CONSULTANT: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D President Luis Menendez 11 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D Eagle County On-Call Architectural and Engineering Services Architectural & Engineering Fee Schedule 2022 LABOR CATEGORY HOURLY RATE MENENDEZ ARCHITECTS P.C. Principal (Luis A. Menendez) $152 Architectural & Interior Designer $105 Architectural Staff Level 2 $108 Architectural Staff Level 1 $86 CIVIL ENGINEERING CONSULTANT Principal (Tom Marcin) $225 Licensed Engineer/Surveyor $148 Project Engineer/Surveyor $132 Design Engineer $108 Senior Survey Technician $108 Survey/Engineering Technician $90 Office Technician $72 Survey Crew $207 MEP ENGINEERING CONSULTANT Principals (Taylor Critchlow & Stan Humphries) $155 Senior Project Engineer $140 Project Engineer $125 Designer $105 STRUCTURAL ENGINEERING CONSULTANT Principal (Adolfo Gorra) $158 Project Manager $143 Project Engineer $130 Structural Tech/Drafting $122 Administrative $77 DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D Eagle County On-Call Architectural and Engineering Services Reimbursable Expenses: In addition to the Architectural Personnel Hourly Fees, the Architect would be reimbursed 1.1 times the actual cost for the following out-of-pocket expenses, necessarily incurred: 1. Transportation and living expenses in connection with out-of-town travel as authorized by Owner. 2. Delivery, messengers and courier services. 3. Expenses of printing, photography and other forms of reproductions of drawings and documents. 4. Fees paid for all necessary approvals and permits from all governing authorities. 5. Costs of models and mock-ups requested by the Owner. 6. Costs of Renderings requested by the Owner. 7. Services of consulting engineers and other consultants as required for the project. DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D MATERIAL TESTING AND SPECIAL INSPECTION MANAGEMENT AND ENGINEERING (Time is round trip from office to project site and return) • Soil, Concrete and Asphalt Testing (hourly)$65.00 • Project Management-Review/Supervision (hourly)$110.00 • Rebar, Masonry, Piers (hourly)$70.00 • Senior Project Engineer/Geologist (hourly)$190.00 • Post Tension, Spray Applied Fireproofing (hourly)$75.00 • Project Engineer/Geologist (hourly)$150.00 • Wastewater Pipe Inspection (hourly)$85.00 • Staff Engineer/Geologist (hourly)$110.00 • Floor Flatness, Pull-Testing (hourly)$95.00 • Open Hole, Field Engineer (hourly)$110.00 • Coring and Concrete Humidity/Moisture (hourly)$95.00 • Principal Engineer, Senior Project Manager $225.00 • Certified Welding Inspector (CWI) (hourly)$85.00 • Overtime (Over 8hrs/day, weekends, after 6pm) • Certified Building Inspector (hourly)$85.00 • Trip Charge (covers vehicle and equipment)$0.00 • Certified Fire Stop Inspector (hourly)$105.00 • Interest charged after 30 days from invoice date 1.5% (These units are on a project by project basis and will only apply as detailed in the proposal) • Construction Management, Civil Inspection Quote • Mobile Laboratory Quote • Quality Management Quote • Outside Laboratory Services Quote • Out-of-town living expenses, commercial travel costs, equipment rental, etc.Quote • Vibration Monitoring/Geotechnical Instrumentation Services, Thermal Conductivity and Resistivity Quote • Pile Dynamic Analysis, Ground Penetrating Radar, Cross Hole Sonic Logging, Sonic Echo, Falling Weight Deflectometer Quote Soil and Aggregate Concrete Proctor Compaction $120.00 Concrete Compression Test, Cylinders (each) $16.00 Atterberg Limit $75.00 Concrete Comp. St. Cylinders (high strength concrete) $75.00 Gradation $70.00 Compressive Strength-CLSM Cylinders $30.00 No. 200 Wash $45.00 Concrete Flexural Test, Beams $65.00 Gradation and Hydrometer $175.00 Maturity Data Logger (each) $105.00 Specific Gravity of Fine Aggregate $95.00 Moisture Coupons (each) $105.00 Natural Density and Moisture Content $16.00 Relative Humidity Sensors (ASTM F2170) (each) $105.00 “R”-Value $400.00 Shotcrete Comp. Str. (per panel) $225.00 Soil Cement Proctor $150.00 Maturity Meter Strength Correlation $2,500.00 Unconfined Comp. Str.-Soil Stab. (per set) $275.00 Concrete Mix Trial Blend $6,000.00 pH Test $55.00 Asphalt Water Soluble Sulfates Test $55.00 AC Content and Extracted Gradation $175.00 Triaxial Permeability $425.00 Sp.G.(SSD), Stability, Flow (Marshall) (per test) $425.00 Alkali Silica Reactivity (to 28 days) $450.00 $300.00 Denver Swell $80.00 Theoretical Maximum Specific Gravity $110.00 Direct Shear $525.00 Modified Lottman (TSR) $350.00 Sand Equivalent $100.00 Ignition Oven Calibration $500.00 Relative Density $250.00 Specific Gravity (SSD) and Voids (per Core) $45.00 Clay Lumps and Friable Particles $55.00 Coring-Asphalt (Dia. (in.) X Depth (in.) X No. cores) $1.50 Flat or Elongated Particles $65.00 Stability (Gyratory) $150.00 Sulfate Soundness $350.00 Asphalt Moisture Content $25.00 Fractured Faces Test $65.00 Micro Deval $250.00 Los Angeles Abrasion Test $175.00 Masonry Uncompacted Voids Test $110.00 Mortar Compressive Strength $30.00 Specific Gravity of Coarse Aggregate $65.00 Masonry Prism Comp. Strength $115.00 Soil Stabilization Mixture Analysis $3,500.00 Grout Compressive Strength $50.00 Compressive Strength CMU/Brick Coupon $100.00 4K_15 -4C1_0 MISCELLANEOUS LABORATORY TESTING FEE SCHEDULE - CONSTRUCTION SERVICES rate + $15.00 Specific Gravity (SSD) and Voids (Gyratory) (per test) DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D GENERAL CONDITIONS INTENT OF SERVICES: The services and any subsequent analysis and reporting performed by the Consultant under this agreement are intended to assist the Client. It must be understood that the Consultant’s tests, observations, or inspection results do not mean that Consultant is approving any aspect of the design, or the work performed or materials used by the Contractor or any Subcontractors. Client acknowledges that Consultant is not responsible for the contractor’s or subcontractor’s compliance with regulating agencies, safety, materials, means, methods, techniques, sequences, procedures of construction, nor for contractor’s failure to follow recommendations or good construction practices, and that the services provided by the Consultant shall not relieve the contractor of its obligation to perform the Work in accordance with the project plans and specifications, as well as use materials that are in accordance with the plans and specifications. The observation and testing services outlined herein, or lack thereof, do not relieve the contractor, subcontractors or any other applicable trades of their responsibilities to perform their portion of this project in conformance to the project plans, specifications, and other applicable documents. Any exploration, testing, specific observations, inspection and/or analysis associated with the services will be performed by Consultant solely to fulfill the purpose of this Service Agreement and Consultant is not responsible for interpretation by others of the information developed. Client recognizes that conditions on the project site may vary from those encountered during testing and that information generated by Consultant is based solely on the information available to the Consultant at the time and location of such testing. Furthermore, the Client acknowledges that actual testing, observation, or inspection performed is likely on a very small percentage of the overall project and that as such, may not fully reflect the work performed or materials used by Project Contractors or Subcontractors. The proposed scope of services provided herein does not include engineering review of the project documents in regard to the geotechnical aspects of the project such as foundations, slabs, pavements, drains, walls, etc; nor does the proposed scope of work consist of construction management services relating to acceptance of materials, material types, or placement methodology. It is not the responsibility of the Consultant to accept or reject material placement or material types, nor to alter, amend, or revise project specifications. If required, these services can be provided under a separate scope of work. RIGHT-OF-ENTRY: Unless otherwise agreed, Client will furnish right-of-entry for Consultant to take the scheduled tests or observations. Consultant will take reasonable precautions to reduce damage to property. However, cost of restoration or damage that may result from field operations are not included in the fee unless otherwise stated, and Consultant cannot be held responsible. Any construction debris or waste generated as a result of the required testing is the responsibility of the Client and their respective Contractor or Subcontractors. SCHEDULING OF SERVICES: ALL observation and testing requests must be scheduled at least 24 hours in advance of each required observation or test. Verbal test results can be provided to the Contractor/Subcontractor and/or any other entities or representatives as designated by the Client as tests are completed, and formal, typed reports can be forwarded once they have been processed and reviewed. Unless specifically scheduled through our main office for a specific test/observation, date, and time, testing or observations may not occur. The required amount of work for materials testing depends on the Client’s, Contractor’s, Subcontractor’s, or other Entity’s scheduling of our services, as well as their production schedule. Having no control over these factors, our proposed scope of work is in general accordance to the attached Fee Schedule. The proposed scope of work is for periodic testing and observation. It is therefore important that the Client, Contractor, or Subcontractors schedule our field technicians such that: (1) Sufficient tests are conducted to comply with project specifications; and, (2) That such testing occurs at locations that are randomly distributed throughout the materials being tested. The quantity of tests provided for the various elements in the attached sheets are estimates; actual amounts of individual tests and locations are highly dependent on the Contractor’s schedule and the scheduling of our field personnel (technicians, CWI, utility inspectors or building inspectors) by the Client, Contractor and/or Subcontractors. INVOICES: Consultant will submit progress invoices to client monthly and a final bill upon completion of the services. Invoices will show charges for different personnel and expense classifications. Each invoice is due on presentation and is past-due thirty (30) days from invoice date. Rates quoted in this proposal reflect a 3% cash/check discount. Pricing will be adjusted to remove this discount in the event client prefers to pay by credit card. Client agrees to pay a finance charge of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, on past-due accounts. Should Consultant bring suit to recover past due payment for services rendered to Client, Consultant shall be entitled to recover all costs of collection, including reasonable attorneys’ fees. Should Consultant refer to account to a collection agency or bring suit to recover past due payment for services rendered to Client, Consultant shall be entitled to recover all costs of collection, including reasonable attorneys’ fees. REPORTS: Reports, plans and other work products prepared by Consultant remain the property of Consultant until all fees for Consultant's services have been paid. Client agrees that all reports and other documents furnished to the Client and his agents not paid for will be returned upon demand, and will not be used for licensing, permits, design and/or construction. Any Contractor or Subcontractor other than the Client who uses any test data or other information provided by Consultant in support of this scope of work must indemnify the Consultant from and against any and all claims resulting from such use. FINAL LETTERS: Many governing agencies require that the Consultant provide some form of final letter at the completion of a project. Such letters are usually required to state that the project was constructed in compliance or general compliance to certain specifications, plans, or codes. As professional consulting engineers, it is not possible or reasonable to state with certainty that all work completed by others completely complied with any specification, plan, or code, and any interpretation as such is incorrect. The Consultant can only make such statements based on the best of their knowledge, their experience, as well as on the specific periodic testing and/or observations that were performed and for the time they were performed. Any use of the word “inspection” shall be assumed to mean “observation” in any document provided by our office that is in any way connected with this project. Such letters do not constitute any form of warranty, guarantee, or certification, expressed or implied, regardless of the wording used. It must also be understood that such testing and observation only occur when properly scheduled by the owner, owner’s representatives, contractor, or subcontractors, and therefore, it is their responsibility to schedule accordingly and in a manner consistent with the project specifications and the scope of work provided herein. USE OF ELECTRONIC OR OTHER SUPPLIED DATA: Electronic documents, site plans, or other information provided to Consultant for the subject project may be used in compiling geotechnical, environmental, or construction-related reports for the subject project. It is the responsibility of the Owner or Supplier of such documents to ensure that our use does not violate any copyright or confidentiality that may be pertinent to the supplied information. LIMITATION OF LIABILITY: Consultant agrees in connection with services performed under this Agreement that such services are performed with the care and skill ordinarily exercised by members of the profession practicing under similar conditions at the same time and in the same or a similar locality and scope. No warranty, expressed or implied, is made or intended by rendition of consulting services or by furnishing oral or written reports of the findings made. Liability of Consultant or Subconsultant(s) for damages due to or arising from professional negligence, breach of contract, or any cause of action, shall be limited to the Consultant’s fee for this project. Any exploration, testing, specific observations and analysis associated with the services will be performed by Consultant solely to fulfill the purpose of this Service Agreement and Consultant is not responsible for interpretation by others of the information developed. The services we have been retained to provide consist of periodic material testing and/or observations to assist the client, owner, construction manager and design team members with evaluating compliance with project specifications. STANDARD OF CARE: In providing its services, Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of Consultant’s profession practicing under the same or similar circumstances. CORPORATE PROTECTION: It must be agreed to by all parties affiliated with this agreement that the services provided by the Consultant that are in any way connected to this project shall not connect Consultant’s employees, owners, directors, or officers to any personal exposure for risks associated with any portion of this project. Therefore, and not withstanding anything to the contrary that may be contained herein or in any other document related to this project, the Client, future owners, future users, and/or any other trade or professional, agrees that as the sole and exclusive remedy for any claim, demand, or suit shall be directed and/or asserted against the Consultant, a Colorado Corporation, and not against any of GROUND’s employees, owners, officers, or directors. DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D 12 Eagle County Prof Services Final 5/14 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Hartford Casualty Insurance Company Sentinel Insurance Company Ltd. XL Specialty Insurance Company 8/26/2022 USI Insurance Services, LLC P.O. Box 7050 Englewood, CO 80155 800 873-8500 Leticia Ortiz 800 873-8500 leticia.ortiz@usi.com Menendez Architects, P.C. P.O. Box 8036 715 W. Main Street, Suite 104 Aspen, CO 81612 29424 11000 37885 A X X X X X 34SBWRV9024 09/01/2022 09/01/2023 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X X X 34SBWRV9024 09/01/2022 09/01/2023 1,000,000 A X X X 10,000 X X 34SBWRV9024 09/01/2022 09/01/2023 2,000,000 2,000,000 B Y X 34WEGIN3844 09/01/2022 09/01/2023 X 1,000,000 1,000,000 1,000,000 C Professional Liability Claims Made DPR5001583 09/01/2022 09/01/2023 $2,000,000 per claim $3,000,000 annl aggr. As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella/Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. (See Attached Descriptions) Eagle County PO Box 850 Eagle, CO 81631-0850 1 of 2 #S37145778/M37142919 MENENARCClient#: 1086684 MHAZP 1 of 2 #S37145778/M37142919 DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella/Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. ** Workers Comp Information ** Proprietors/Partners/Executive Officers/Members Excluded: Luis A. Menendez, Officer 2 of 2 #S37145778/M37142919 DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Hartford Casualty Insurance Company Sentinel Insurance Company Ltd. XL Specialty Insurance Company 8/26/2022 USI Insurance Services, LLC P.O. Box 7050 Englewood, CO 80155 800 873-8500 Leticia Ortiz 800 873-8500 leticia.ortiz@usi.com Menendez Architects, P.C. P.O. Box 8036 715 W. Main Street, Suite 104 Aspen, CO 81612 29424 11000 37885 A X X X X X 34SBWRV9024 09/01/2022 09/01/2023 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X X X 34SBWRV9024 09/01/2022 09/01/2023 1,000,000 A X X X 10,000 X X 34SBWRV9024 09/01/2022 09/01/2023 2,000,000 2,000,000 B Y X 34WEGIN3844 09/01/2022 09/01/2023 X 1,000,000 1,000,000 1,000,000 C Professional Liability Claims Made DPR5001583 09/01/2022 09/01/2023 $2,000,000 per claim $3,000,000 annl aggr. As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella/Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. (See Attached Descriptions) Eagle County Air Terminal Corporation PO Box 850 Eagle, CO 81631-0850 1 of 2 #S37145779/M37142919 MENENARCClient#: 1086684 MHAZP 1 of 2 #S37145779/M37142919 DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella/Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. ** Workers Comp Information ** Proprietors/Partners/Executive Officers/Members Excluded: Luis A. Menendez, Officer Additional Insured Includes: Eagle County Air Terminal Corporation. 2 of 2 #S37145779/M37142919 DocuSign Envelope ID: 54ED0EF5-E415-427B-881F-2533AD2C3F5D