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HomeMy WebLinkAboutC23-050 EV Studio AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND EV STUDIO, LLC THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between EV Studio, LLC, a Colorado Limited Liability Company (hereinafter “Consultant”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to retain Consultant for the provision of Basic Services, Architecture, Structural Engineering, and Mechanical/Electrical/Plumbing (MEP) services required for all non-modular portions of the installation of residential units (the “Project”) located on a portion of Tract C of the Berry Creek/Miller Ranch PUD, Edwards, 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, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the services described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 2/15/2023 2 Eagle County Prof Services Final 2.County’s Representative. The Project Management Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. The Eagle County Project Manager shall be authorized to sign change orders increasing the scope of work and associated compensation within the budget constraints set for the Project. Change orders in excess of the budgeted amount must be signed and approved by the Board of County Commissioners. 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, 2024. 4.Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5.Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed thirty-four thousand, three hundred dollars ($34,300.00.00). Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a.Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, and such other detail as County may request. b.Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses, or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c.If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 3 Eagle County Prof Services Final 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 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. Consultant shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 4 Eagle County Prof Services Final 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 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 DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 5 Eagle County Prof Services Final 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, or 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, or 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 monies paid pursuant to this Agreement. 8. Indemnification. Consultant shall indemnify and hold harmless County, and any of its officers, agents, or employees against any losses, claims, damages, or liabilities for which County may become subject to insofar as any such losses, claims, damages, or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub- consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal, or 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. 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, or work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 6 Eagle County Prof Services Final COUNTY: Eagle County, Colorado Attention: Kristin Degenhardt 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3457 E-Mail: Kristin.degenhardt@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: EV Studio, LLC Dean Dalvit, Principal Member 5335 W. 48th Ave. #300 Denver, CO 80212 303-670-7242 x 14 dean@evstudio.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by 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. DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 7 Eagle County Prof Services Final 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, interpreted under, and governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional, and competent manner and in accordance with the standard of care, skill, and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture, or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules, and regulations. 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. DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 8 Eagle County Prof Services Final f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state, or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 9 Eagle County Prof Services Final and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal, and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 10 Eagle County Prof Services Final 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 COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT EV Studio, LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Principal Member, EV Studio, LLC Dean Dalvit 11 Eagle County Prof Services Final EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com Agreement Between EVstudio and Client for Design Services – PROPOSAL DATE: February 13, 2023 CLIENT: Eagle County Tori Franks, Resiliency Director tori.franks@eaglecounty.us 970-328-8775 EVstudio: EV Studio, LLC (EVstudio) Dean Dalvit, Principal Member Dean@evstudio.com 303-670-7242 X 14 5335 W. 48th Ave. #300, Denver, CO 80212 TITLES - The section headings used in the Agreement are intended principally for convenience and shall not be used in interpreting the Agreement or in determining any of the rights or obligations of the parties to the Agreement. ARTICLE 1 –PROJECT DESCRIPTION PROJECT INFORMATION: Project Name and/or address and/or legal description: Miller Ranch Road adjacent to Freedom Park in Edwards, CO Site Dimensions/Area: As shown in Site Concept and Basis of Design on next page Authority Having Jurisdiction (AHJ): Eagle County, CO Existing / Proposed Zoning / Entitlements: To be provided by Owner Building Setbacks / restrictions: To be provided by Owner Proposed Use: Two triplexes, one duplex and three 4 unit stacked flats for a total of 20 units with all surface parking Project/Contractor Procurement Method Assumed: Design with Pre-Construction Services provided by GC Proposed Phasing: The Scope of Work for this Proposal and Agreement shall be for the housing only portion of the overall project, which shall also include a commercial office building. The Scope of Work in this Agreement is limited only to Architecture, Structural Engineering, and Mechanical/Electrical/Plumbing (MEP) Engineering for the non-modular design scope for the buildings described above. The modular design scope shall be by separate Agreement held between EVstudio and the Modular Manufacturer directly and is included in the modular costs for the project. PROJECT DESCRIPTION: Project shall be for two triplexes, one duplex and three 4-unit stacked flats (2 over 2) for a total of 20 units based on the design specifications for Fading West Modules outlined in the November 4, 2022 Plans Library. The triplex and duplex buildings shall be all 16’ wide Shavano units with covered front ground floor concrete porches and concrete side stoops for end units. The stacked flats shall be 18’ wide Accessory Dwelling Unit models with covered ground floor concrete porches and exterior stair access to the upper levels and horizontal and vertical fire separation between each unit. Accessibility requirements shall be limited to meeting CRS Title 9 Article 5 with 12 required Accessibility points which shall be achieved by providing visitable ground floor units for all of the ground floor units. Site Planning, Civil engineering, and Landscape Design shall not be a part of this Scope and the Client’s Consultants shall coordinate all site grading, utilities, landscape and amenities with the requirements of the modular buildings. The Site Planner for the project shall organize the site, buildings, circulation and other design elements to ensure that all housing units can be constructed with no fire rating requirements for exterior wall assemblies or protected fenestration. Rated roof overhangs are acceptable. EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 2 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com Site Concept and Basis of Design: 16’ Shavano Main Level 16’ Shavano Upper Level 18’ ADU EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 3 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com ARTICLE 2 – THE SCOPE OF SERVICES AND PHASING 2.1 BASIC DESIGN SERVICES - The Client and EVstudio have agreed to the list of Basic Services EVstudio will provide to the Client, as defined herein. The Design services below are limited to the required Architecture, Structural Engineering and Mechanical/Electrical/Plumbing (MEP) Engineering required for all non-modular portions of the 20 residential units. Modular design scope shall be a separate Scope of Work under agreement with the Modular Manufacturer (Fading West Building Systems). The Scope outlined in the Design Phases below is intended to describe the entire design scope for both modular and non-modular design scopes and deliverables as the two Scopes shall run concurrently and share many of the same deliverables. However, only non-modular design scope shall apply for this Scope of Work as the modular design scope shall be handled separately through direct agreements with the Modular Manufacturer. 2.2 PRE-DESIGN PHASE For the Pre-design Phase of the project, EVstudio shall provide: Architecture with support from other EVstudio disciplines. A) EVstudio will review site plans as provided by the Client’s consultants for applicability with the proposed modular housing product and provide feedback as appropriate to ensure compliance. B) EVstudio will provide plans for the proposed buildings in the proper context for stakeholder review and consultant coordination. 2.3 SCHEMATIC DESIGN (SD) PHASE For the Schematic Design Phase of the Project, the EVstudio Design Team will include Architecture, Structural Engineering, and Mechanical / Electrical / Plumbing (MEP) Engineering. The Schematic Design drawings shall provide a level of detail, determined to be appropriate by EVstudio, for the following deliverables: A) The Architecture Scope of Work shall include: Architectural design, Preliminary Code Analysis for the modular housing units, Schematic Floor Plans which describe the quality and character of the buildings, Schematic Building Elevations, Coordination among the disciplines and Project Team B) The Structural Engineering Scope of Work shall include: Preliminary guidance on the structural system and a structural narrative based on provided geotechnical report as necessary to inform the architectural Schematic Design. As a Geotechnical Report has not yet been provided, Design Scope and Fees assume a spread footing foundation. Design of alternative foundation systems (such as piers) shall be handled as an Additional Service. C) The Mechanical, Electrical and Plumbing Engineering (MEP) Scope of Work shall include: Preliminary guidance and narrative for mechanical, electrical, and plumbing systems and strategies to inform the architectural Schematic Design. Notes: a) The Client shall provide a geotechnical report for the site with borings in the general locations of the proposed foundations in this phase. The Geotechnical report shall provide soils characteristics, foundation design recommendations, groundwater information and below grade waterproofing design and details or dewatering requirements. b) Site power and lighting, Photometric studies, coordination with local dry utility providers, and design for backup power generation is not included in this Scope of work but is available as an Additional Service. EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 4 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com 2.4 DESIGN DEVELOPMENT (DD) PHASE For the Design Development phase of the project, EVstudio shall provide: Architecture, Structural Engineering, and Mechanical / Electrical / Plumbing (MEP) Engineering. The Design Development drawings shall provide a level of detail, determined to be appropriate by EVstudio, for the following deliverables: A) The Architecture Scope of Work shall include DD level completion of the following: 1. Cover Sheet 2. General Notes as required by the AHJ 3. Code Analysis 4. Building plans of each floor 5. Individual unit or space plans 6. Exterior elevations 7. Interior elevations for kitchens and baths 8. Building sections 9. Wall sections 10. Vertical control diagrams and stair sections where applicable 11. Architectural roof plan 12. Envelope RESCheck 13. Coordination among the disciplines and Project Team B) The Structural Engineering Scope of Work shall include DD level completion of the following: 1. Foundation plans and details pursuant to the requirements set forth in the provided geotechnical report and system selected by Client. 2. Floor Framing Plans for each module. 3. Ceiling Framing Plans for each module 4. Roof Framing Plans for each roof level. 5. Lateral Shear and wind-load Design 6. General Notes 7. Typical Construction details C) Mechanical, Electrical and Plumbing (MEP) Engineering services shall include DD level completion of the following: 1. Mechanical: i. HVAC Load Calculations ii. HVAC Ventilation Calculations (natural or mechanical) iii. HVAC Floor Plans with preliminary duct layout iv. HVAC Roof Plans v. Typical HVAC Details vi. HVAC Equipment Schedules and Specifications 2. Electrical: i. Electrical Load Calculations ii. Electrical Plans iii. Lighting Plans based on Client’s lighting specifications iv. One-Line Diagrams including utility metering v. Electrical Specifications 3. Plumbing: i. HW/CW Supply Calculations, Layout, and Sizing of Mains ii. Sanitary Sewer Calculations, Layout, and Sizing of Mains; and Coordination with Civil iii. Meter Layout iv. Typical Plumbing Details v. Plumbing Equipment Schedules and Specifications EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 5 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com 2.5 CONSTRUCTION DOCUMENTS (CD) PHASE For the Construction Document phase of the project, EVstudio shall provide: Architecture, Structural Engineering, and Mechanical / Electrical / Plumbing (MEP) Engineering. The Construction Document drawings shall provide a level of detail, determined to be appropriate by EVstudio, for the following deliverables: A) The Architecture Scope of Work shall include: 1. Cover Sheet 2. General Notes and abbreviations 3. Code Summary 4. Wall, Floor and Roof Assemblies 5. Fire Rated Assembly Details 6. Architectural Floor Plans and Roof Plan 7. Architectural Building Elevations 8. Architectural Building Sections 9. Architectural Wall Sections 10. Stair Plans with Sections and Details 11. Door and Hardware Schedules 12. Window Schedules 13. Architectural Details 14. Specifications as outlined below 15. Internal Technical Review of Architectural Plans and Specifications B) The Structural Engineering Scope of Work shall include: 1. Engineered Foundation plans and details pursuant to the requirements set forth in the provided geotechnical report. 2. Engineered Floor Framing Plans for each module. 3. Engineered Ceiling Framing Plans for each module 4. Engineered Roof Framing Plans for each roof level. 5. Lateral Shear and wind-load Design 6. General Notes 7. Construction details as required to ensure quality construction and reduce Client risk 8. Coordination with the work of separately engineered manufactured systems (Pre-engineered trusses or Prefabricated steel components) for shop drawing review. 9. Calculation package 10. Specifications as outlined below 11. Internal Technical Review of Structural Plans and Specifications C) Mechanical, Electrical and Plumbing (MEP) Engineering services shall include: 1. Mechanical: i. HVAC Load Calculations ii. HVAC Ventilation Calculations (natural or mechanical) iii. HVAC Floor Plans – Ductwork Layouts iv. HVAC Details to correspond and compliment HVAC design v. HVAC Equipment Schedules and Specifications 2. Electrical: i. Electrical Load Calculations ii. Electrical Plans including Lighting, Switching, and Receptacle Layouts iii. Panel Schedules iv. One-Line Diagrams including utility metering v. Fault Current Calculations vi. Electrical Specifications vii. Electrical Comcheck documentation EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 6 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com 3. Plumbing: i. HW/CW Supply Calculations, Layout, and Sizing ii. Sanitary Sewer Calculations, Layout, and Sizing; and Coordination with Civil iii. Sanitary Isometric Drawings iv. Meter Layout v. Plumbing Details to correspond to and compliment plumbing design vi. Plumbing Equipment Schedules and Specifications 4. Specifications for MEP as outlined below 5. Internal Technical Review of MEP Plans and Specifications Notes: If fire protection design for a building sprinkler system and/or fire alarm system is required, these scopes of work shall be design/build items by the manufacturer and/or general contractor and therefore are not part of this scope but may be provided separately as an Additional Service. D) SPECIFICATIONS – EVstudio shall provide, as a part of this scope of work, Specifications for each design discipline engaged in the Scope of Work as follows: Sheet Specifications: A short form specification that may be placed on sheets in the drawings set. The Client may provide additional or more detailed specifications for inclusion into the Construction Documents. The Client may elect to bring in a third-party Specifications Writer for the consultation or completion of the specifications for the project. A Specification Writer may be the Client’s direct consultant or may be handled through EVstudio as a reimbursable expense as agreed in writing between Client and EVstudio. 2.6 PERMIT PHASE 2.6.1 BIDDING, NEGOTIATION AND CONTRACTOR SELECTION The Procurement method for this project shall be Negotiated Contract with a GC providing Pre-Construction Services. As such, traditional Bidding and Negotiation services are not a part of the Scope of Work but EVstudio shall assist in Contractor selection and provide their professional opinion on Contractor qualifications. Additional Bidding or Negotiation services are available as an Additional Service upon request. 2.6.2 PERMITTING EVstudio shall support the permit documents throughout both State and Local permitting processes for the modular and non-modular Scope of Work, including plan review comments, coordination with plans reviewers at each agency and document revisions and supplementary information as may be required to obtain all required permits for the project. 2.7 CONSTRUCTION ADMINISTRATION (CA) PHASE 2.7.1 CONSTRUCTION ADMINISTRATION PHASE BASIC SERVICES For the Construction Administration Phase of the project, EVstudio shall provide: Architecture, Structural Engineering, and Mechanical / Electrical / Plumbing (MEP) Engineering. A) Architectural services shall include: 1. Responses to Architectural RFIs and Submittals. 2. Submittal and Shop Drawing reviews. 3. Preparation of ASI and CCD documentation as necessary. 4. Architect, Client and Contractor meetings by conference call or teleconference monthly during construction. B) Structural Engineering services shall include: 1. Responses to Structural RFIs and Submittals. 2. Submittal and Shop Drawing reviews. EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 7 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com C) Mechanical, Electrical and Plumbing (MEP) Engineering services shall include: 1. Responses to MEP RFIs and Submittals. 2. Submittal and Shop Drawing reviews. D) Civil Engineering and Landscape Architecture CA services shall include: 1. Responses to RFIs and Submittals. 2. Submittal and Shop Drawing reviews. Notes: a) Jobsite meetings, observations or inspections, including travel time and expenses, are not a part of the base Scope of Work, but are available as an Additional Service. b) It is possible that structural shoring and/or temporary bracing may be required during construction, however this scope is expected to be provided by the contractor. If structural design for any shoring or temporary bracing is required, it is not part of this scope but may be provided separately by EVstudio as an Additional Service. ARTICLE 3 – THE PROJECT SCHEDULE 3.1 A complete schedule shall be provided following the Pre-Design Phase and is generally outlined below. Design of the non-modular portions of the buildings shall be executed at the same time as the modular design for the buildings and in accordance with the modular factory production schedule. General timeframes for each Design Phase are as outlined below, however, may be longer or shorter as the project warrants. The Client's anticipated construction schedule for the project is as follows: Date for Commencement of Design: Upon Execution of this Agreement Date for Commencement of Construction: to be determined Date for Substantial Completion of Construction : to be determined A) PRE-DESIGN PHASE: Deliverables for the Pre-Design phase shall be delivered within 30 days of commencing the project, receipt of Client Deliverables and mutual execution of this agreement. The Pre-Application process shall be administered by the Client and the schedule is subject to Client and AHJ’s Process. B) SCHEMATIC DESIGN PHASE: The SD Phase will commence after completion of the Pre-Design Phase and upon direction to proceed by the Client with all invoices paid in full. The expected duration of this phase will be 1- 2 months depending on sequence of Client review, approval, and consultant response times. Site approvals processes shall be administered by the Client and the schedule is subject to Client and AHJ’s Process. C) DESIGN DEVELOPMENT PHASE: The DD Phase will commence after completion of the Schematic Design Phase and upon direction to proceed by the Client with all invoices paid in full. The expected duration of this phase will be 1-2 months depending on sequence of Client review, approval, and consultant response times. D) CONSTRUCTION DOCUMENTS PHASE: The CD Phase will commence after completion of the Design Development Phase and upon direction to proceed by the Client with all invoices paid in full. The expected duration of this phase will be 1-2 months depending on sequence of Client review, approval, and consultant response times. E) PERMIT PHASE: For the purposes of this Proposal, the Permit Phase assumes an approximate 2 month duration for approvals each for modular and non-modular design, which may partially overlap depending on AHJ allowances. Actual duration shall be subject to review and response times of the Client, Contractor and the AHJ and may be longer or shorter than the assumed duration outlined in this Proposal. F) CONSTRUCTION ADMINISTRATION PHASE: For the purposes of this Proposal, the CA Phase assumes an approximate 6 month construction duration. Actual construction duration shall be under the complete control and direction of the Contractor and may be longer or shorter than the assumed duration outlined in this Proposal. EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 Page 8 of 8 5335 W. 48th Ave. #300, Denver, CO 80212 PROPOSAL 303-670-7242 / www.evstudio.com ARTICLE 4 – COMPENSATION TO EVSTUDIO 4.1 The Fees for the Design Services described herein are as shown by Phase below and shall be broken down further by Discipline upon completion of full schedule following the Pre-Design Phase. The fees quoted herein may be subject to change if this contract is not executed within 30 (thirty) days or if there is change in the scope of work as described herein. A) PRE-DESIGN PHASE: $1900 B) SCHEMATIC DESIGN PHASE: $5800 C) DESIGN DEVELOPMENT PHASE: $8700 D) CONSTRUCTION DOCUMENTS PHASE: $7800 E) PERMIT PHASE: $3700 F) CONSTRUCTION ADMINISTRATION PHASE: Hourly with an estimate of approximately 15% of design costs (Approximately $4,900). Should the actual construction period be longer than the CA Phase schedule outlined in section 3.1, hourly Additional Services shall apply until certificate of substantial completion is obtained for the entire project and all CA responsibilities have been completed. G) REIMBURSABLE EXPENSES: $500 4.2 INITIAL PAYMENT - The Client shall make an Initial Payment of one thousand dollars ($1,000.00), upon execution of this Agreement. Upon receipt of this Initial Payment, EVstudio shall commence services as provided for under this Agreement. EXHIBIT A DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 12 Eagle County Prof Services Final EXHIBIT B Insurance Certificate DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/19/2023 Van Oppen &Co.2,Inc. VOCO 2 Insurance &Risk Control Services P.O.Box 793 Teton Village WY 83025 Brenda Todd 800-746-0048 service@vanoppenco2.com Hartford Casualty Insurance Company 29424 EVSTU-1 Sentinel Insurance Company Ltd 11000EVStudio,LLC 5335 W 48th Avenue #300 Denver CO 80212 Nutmeg Insurance Company 39608 Endurance American Specialty Insurance Company 41718 324441528 A X 2,000,000 X 300,000 10,000 2,000,000 4,000,000 X Y Y 34SBAAC4302 4/1/2022 4/1/2023 4,000,000 C 1,000,000 X X X Y Y 34UECAC0099 4/27/2022 4/1/2023 B XY34WECAR9JVN4/1/2022 4/1/2023 1,000,000 1,000,000 1,000,000 D Professional Liability "Claims Made"DPL30021157000 6/19/2022 6/19/2023 Each Claim Aggregate 3,000,000 4,000,000 RE:Miller Ranch Road adjacent to Freedom Park in Edwards,CO Eagle County is included as an Additional insured on the General Liability as per written contract.Coverage is Primary and Non-Contributory and a Waiver of Subrogation applies per written contract. Eagle County PO Box 850 Eagle CO 81631 DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2 001 (CONTINUED ON NEXT PAGE) 03/30/22 04/01/23 02 43 AC SBA HARTFORD CASUALTY INSURANCE COMPANY ONE HARTFORD PLAZA, HARTFORD, CT 06155 3 34 SBA AC4302 SC EV STUDIO LLC SEE FORM SS 12 35 5335 W 48TH AVE DENVER CO 80212 04/01/22 04/01/23 1 YEAR VAN OPPEN & CO 2 INC 360498 34 SBA PR1684 LIMITED LIAB CORP NON-AUDITABLE SPECIAL TOTALANNUALPREMIUMIS:$ INRECOGNITIONOFTHEMULTIPLECOVERAGESINSUREDWITHTHEHARTFORD,YOUR POLICYPREMIUMINCLUDESANACCOUNTCREDIT. 03/30/22 Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the stock insurance company of The Hartford Insurance Group shown below. INSURER: COMPANY CODE: Policy Number: SPECTRUM POLICY DECLARATIONS Named Insured and Mailing Address: (No., Street, Town, State, Zip Code) Policy Period:From To 12:01 a.m., Standard time at your mailing address shown above.Exception:12 noon in New Hampshire. Name of Agent/Broker: Code: Previous Policy Number: Named Insured is: Audit Period: Type of Property Coverage: Insurance Provided:In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. ____________________________________________________________________________________________________________________ ______________________________________________________________________________________________ Countersigned by Authorized Representative Date DocuSign Envelope ID: DB16C4B4-CEFA-485E-A49C-162B1947EAA2