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HomeMy WebLinkAboutC23-210 JVA IncorporatedAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND JVA, INCORPORATED THIS AGREEMENT (“Agreement”) is effective as of the _______________ by and between JVA, Incorporated, a Colorado corporation (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, CDOT requires improvements at the intersection of SH 82 and El Jebel Road in order to issue a new Access Permit that would allow traffic generating development, and Eagle County is seeking engineering services to design these improvements (the “Project”); and WHEREAS, County and Consultant entered into an Agreement (the “Original Agreement”) dated November 16, 2021 for engineering services for the design of the improvements associated with the Project; and WHEREAS, the Original Agreement expired on October 1, 2022, and the County is in need of additional engineering services for the design of the Project; 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 no later than March 1, 2024 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 6/26/2023 2 Eagle County Prof Services Final 5/14 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 Engineering Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 1st day of March 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 $149,150. 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. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 3 Eagle County Prof Services Final 5/14 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 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. 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. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 4 Eagle County Prof Services Final 5/14 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 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. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 5 Eagle County Prof Services Final 5/14 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, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third 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. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). Consultant shall provide all design files in AutoCAD format as requested by the County. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 6 Eagle County Prof Services Final 5/14 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:Ben Gerdes, PE 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3560 Facsimile: 970-328-8789 E-Mail: ben.gerdes@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: JVA, Incorporated Attention: JR Spung, PE 817 Colorado Avenue, Suite 301 Glenwood Springs, CO 81601 Telephone: 970-404-3100 E-Mail: jspung@jvajva.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 DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 7 Eagle County Prof Services Final 5/14 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 therefore 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. 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 DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 8 Eagle County Prof Services Final 5/14 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 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. 16. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 9 Eagle County Prof Services Final 5/14 any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 10 Eagle County Prof Services Final 5/14 f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 11 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 COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B JR Spung, PE Senior Project Manager 12 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B a Exhibit A Scope of Services, Schedule, Fees June 6, 2023 Reference: Eagle County – El Jebel Road and Valley Road Intersection JVA Job No. 3505c JVA, Inc. will provide civil engineering services outside our current scope of work for the above- referenced project. The estimated scope and fees are for the El Jebel Road and Valley Road Intersection project near the State Highway 82 and El Jebel Road intersection in El Jebel . We are requiring additional fees for the extended timeline of the project, multiple options drafted and continued coordination with RFTA for this project. JVA produced 13 different conceptual layout options and because of continued coordination with RFTA, the design schedule has been delayed. The design development phase was scheduled to start in December of 2021. The team is hoping to gain RFTA approval of our current conceptual layout in the next month to move into the design development stage of design. The design is currently at 75% conceptual design. This additional service request is for 25% of the conceptual design fees and the design development fees billed to this point. SCOPE OF WORK Below is the original scope of work for this project. This additional service request is for fees for conceptual and design development phases of the project. The scope of services below is based on the project RFP issued on June 17, 2021, our proposal dated July 15, 2021, our discussions to date and review of the information provided. JVA understands that the project specifically includes: a traffic study to determine necessary improvements with the proposed road rerouting. We expect this traffic study to determine the required turning lane lengths, public open house presentation to discuss the proposed design and why this design is being advanced rather than the 2014 preferred alternative, design and utility locate survey and geotechnical investigation, any necessary environmental investigations included NEPA and wetland surveys, design of the East Valley Road/Valley Road and Valley Road/ Sopris Village Drive intersections to current county standards, design of pedestrian and bicycle accommodations to connect the Eagle County Community Building/Crown Mountain Park, the up valley RFTA bus stop and parking lot, the underpass to the north side of Highway 82, Sopris Village and the Orchard Plaza shopping center, relocation and design of existing and proposed storm drainage infrastructure along with analysis of downstream conveyances, relocation and design of existing wet utility infrastructure including fire hydrants and appurtenances if necessary, coordination of relocation of existing dry utilities as needed, preparation of a traffic control plan, ROW determination and mapping, preparation of temporary and permanent easement legal descriptions and staking of same for parcel appraisal, ROW acquisition services if needed, preliminary and final opinions of probable construction cost. For purposes of this proposal, we have included Basic Services for the development of the site alone. If additional roadway and utility infrastructure is required outside this area, we have assumed that this will be negotiated separately. Based on this information and our understanding DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B El Jebel Road and Valley Road Intersection Additional Service June 6, 2023 2 of 5 of the design efforts required for roadway improvement projects, the civil engineering services anticipated for this project include the following detailed tasks: Task 1 and 2 - Inventory/Analysis and Conceptual Planning 1. JVA will subcontract with a surveyor to obtain detailed topographical information. We will prepare an Engineering Design Topographic Exhibit with 1' contours of the site. We will establish a job site benchmark tied to NAVD88 vertical datum, and data collect topographic site features, trees, surface evidence of utilities (including physical characteristics of inverts), curbs, access and design features. In addition to the visible location of the utilities, we will show the location of the utilities as they are noted on the maps from local municipalities and utility companies, and any utility flagging or paint markings existing at the time of fieldwork. The survey will rely on existing County GIS mapping and property pins to establish the roadway ROW lines. 2. JVA will subcontract with a geotechnical engineer to conduct a geotechnical engineering study and perform pavement thickness design for the proposed improvements. Work will include exploratory borings at selected locations. The borings will be drilled to an anticipated depth of 10 feet with the final depths to be determined in the field as drilling progresses and as the subsurface profile becomes evident. The borings will be made to obtain information on the existing pavement section type and thickness, the underlying subsurface profile, to obtain samples for laboratory testing, and to estimate the ground- water level and depth to bedrock, if encountered within the drilled depth. The geotechnical subconsultant will obtain a permit from Eagle County allowing them to work within the public right-of-way. Since this is an Eagle County project, it is assumed that it will be a “no-fee” ROW permit. Geotechnical subconsultant will make arrangements for traffic control services during drilling in accordance with applicable MUTCD procedures. Geotechnical subconsultant will conduct a laboratory testing program on selected samples obtained from the borings to determine: moisture content , density of undisturbed fine- grained samples, gradation characteristics of coarse-grained samples/percent passing No. 200 sieve, Atterberg limits, Hveem Stabilometer (R-value), and water Soluble Sulfates; and prepare a Geotechnical report to summarize the site exploration data, laboratory test results, observations, and provide conclusions and recommendations. 3. JVA will subcontract with an environmental specialist to conduct environmental studies for the proposed improvements. Work will include environmental services in support of Colorado Department of Transportation (CDOT) Categorical Exclusion (CatEX) permitting requirements. We do not anticipate that a wetland delineation, a cultural resource pedestrian survey, or paleontological resource assessment will be required. We will perform a natural resource assessment, identification and mapping of wetlands, open water, and channels, limited hazardous materials assessment, and an archaeological and historic resources assessment. 4. JVA will subcontract with a traffic/transportation engineer to conduct a traffic study for the proposed improvements. Work will include updated traffic data collection at four intersections – SH 82 & El Jebel Road, El Jebel Road & Valley Road, East Valley Road and Sopris Village Drive, and the RFTA access; traffic modeling with new traffic data DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B El Jebel Road and Valley Road Intersection Additional Service June 6, 2023 3 of 5 collected, future traffic forecasts will be confirmed with Eagle County and CDOT staff, we will evaluate the SH 82 and El Jebel Road signal timing; provide a CDOT Level 3 traffic study summarizing the traffic analysis and recommendations. All traffic analyses and methodologies to comply with CDOT and Eagle County requirements. 5. JVA will produce the conceptual design plans and narrative, including rough earthwork calculations and conceptual design level opinion of probable construction cost, required for this phase of design. Four (4) coordination/review meetings are anticipated. Task 3 - Design Development (30% Design) 6. JVA will refine the grading to the one-foot contour interval. JVA will design the onsite drainage system and coordinate with the design team for sizing and location of drainage structures. JVA will prepare and submit the Preliminary Drainage Report. We have assumed that this report will address site drainage system design and erosion control issues. Based on our understanding of the site, design of stormwater detention and water quality enhancement facilities are not included. 7. JVA will coordinate with the local regulatory agencies, including the municipal/county utilities and fire departments, for onsite water and sewer mains and services, and provide coordination drawings for review. JVA will assist the CLIENT with the regulatory agency review process. We assume the CLIENT will complete applications and pay submittal fees. JVA will submit review drawings for grading & drainage, erosion control, and utilities. JVA will prepare 404 permit applications for temporary and permanent wetland impacts as needed. 8. We will prepare a State Highway Access Permit application for the south leg of the SH 82 and El Jebel Road intersection. This permit is likely to be prepared for a future development capacity on El Jebel Road, allowing for flexibility in future development within the permitted access volume. 9. We will develop right-of-way (ROW)/easement plans, appraisals, acquisition, and title services in accordance with CDOT and FHWA standards, if needed. 10. We will review the preliminary site layouts, concepts, and Code requirements as they relate to the landscape architecture. We will prepare a landscape design concept for review. The approved concept shall be refined into landscape design development plans. 11. Should it be deemed necessary, potholing at utility crossing points to evaluate potential conflicts will be performed. Potholes with maximum depth of 10’ wet utilities / 6’ dry utilities (Hydro Vacuum Excavation) and surveyor return to site to survey pothole locations will be performed including permit coordination, traffic control and backfill support truck. 12. JVA will produce the design development plans and specifications. We will update the preliminary earthwork calculations with the more refined grading where applicable. JVA will provide quantities and a preliminary design level opinion of probable construction cost. Two (2) coordination/review meetings are anticipated. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B El Jebel Road and Valley Road Intersection Additional Service June 6, 2023 4 of 5 13. We will work with County staff and relevant stakeholders to develop an approach for the first public engagement meeting. We will reach out to potential stakeholders, such as CDOT, RFTA, Crown Mountain Park & Recreation District, Sopris Village HOA, and any other groups recommended by County staff. We anticipate that the stakeholder meeting and open house will be held on the same day. We anticipate one (1) meeting with County staff to discuss the public engagement meeting approach and logistics, one-half (1/2) day of stakeholder meetings to gather input and address concerns (County to contact stakeholders), and one (1) public open house meeting to introduce the project to the general public, discuss the proposed design and why this design is being advanced rather than the 2014 preferred alternative, and gather feedback. We will provide a summary report of the public engagement meetings. Task 4 - Final Design/Construction Documents 14. JVA will continue to refine the grading from the design development to the final grading required on the site with critical spot elevations provided. Storm sewer inlets, piping, grass-lined swales, and drainage features will be designed. Estimated earthwork calculations are anticipated. 15. We will contact gas, electric, telephone, data, and other non-public utility companies with regard to realignment and/or undergrounding of said utilities. JVA will work with the CLIENT for related site coordination. JVA will show these non -public utilities on our preliminary and final engineering plans based on design information provided by others. Based on our experience, we anticipate the utility companies will perform their own final design and the installation will be coordinated by the CLIENT and contractor. 16. JVA will finalize the design of the roadway improvements and produce a horizontal control plan with signage and striping. Demolition plans are included. We will develop phasing and traffic control plans for construction. Final approximate quantities will be estimated and included in the plans. 17. We will refine the landscape design development plans into a full biddable and buildable construction documentation format. 18. We will finalize right-of-way (ROW)/easement plans, appraisals, acquisition, and title services in accordance with CDOT and FHWA standards, if needed. 19. JVA will produce the final construction plans, technical specifications, and applicable final reports, and update the opinion of probable construction cost. We will attend two (2) coordination/review meetings to complete the document review process. It is anticipated that the entire project will be issued as one set of construction documents. If the project is to be phased or issued in separate bid packages it may require extension of the time scheduled for our work and additional fees. Task 5 - Bidding and Construction Administration Services 20. Bidding phase services are not included. Bid phase services can be provided on an hourly basis and may include assisting the CLIENT in advertising the project, attendance at pre- bid meeting, responding to contractor requests for information (RFIs), and issuance of DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B El Jebel Road and Valley Road Intersection Additional Service June 6, 2023 5 of 5 addenda (if required). We have assumed that the CLIENT will provide all bidding services for this project. 21. Construction phase services are not included. Construction phase services can be provided on an hourly basis and may include the review of product submittals, change order documentation, response to contractor information requests for civil engineering related items, and reviewing and incorporating contractor red-line drawings to prepare record drawings. Site meetings (construction kick-off meeting, site observation visits, and/or punchlist meeting) may also be included during the work progress. We have assumed that the CLIENT will provide all construction services for this project. BASIS OF PAYMENT The basis of payment for the scope of work described above will be monthly billings based on the percentage of lump sum completed to date plus including reimbursable expenses. Basic Civil Engineering Services Task 1 - Inventory/Analysis $ 58,900 Task 2 - Conceptual Planning $ 11,500 Task 3 - Design Development (30% Design) $ 56,750 Fee for Task 3 excludes Item 11 (Potholing) Task 4 - Final Design/Construction Documents $ 22,000 TOTAL LUMP SUM FEE $149,150 The basis of payment for the scope of work described in Task 3, Item 11 will be on a Time and Materials (T&M) basis with an estimated fee listed below. Subconsultant fees and other expenses and shall be billed at 1.1 times direct cost. Tasks 3 - Design Development (30% Design) $ 44,600 Item 11 (Potholing) TOTAL ESTIMATED FEE $ 44,600 Exclusions: Services resulting from significant changes to the project scope, significant bid alternate design, significant site plan changes and additional design work or plans related to field conditions or contractor issues after plans are complete that could not have been reasonably foreseen may require extension of the time scheduled for our work and additional fees. Additional regulatory agency or public hearings required for planning department review and approval will be considered additional services may require extension of the time scheduled for our work and additional fees. Irrigation design is not included at this time. SCHEDULE We will continue to work on the project and will provide an updated schedule once RFTA approval is obtained. DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B 13 Eagle County Prof Services Final 5/14 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: 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/EXECUTIVEOFFICER/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 ONLYHIRED 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 Travelers Indemnity Company Travelers Property Cas. Co. of America Pinnacol Assurance Company XL Specialty Insurance Company 5/01/2023 USI Insurance Services, LLC P.O. Box 7050 Englewood, CO 80155 800 873-8500 800 873-8500 den.certificate@usi.com JVA, Inc. 1319 Spruce Street Boulder, CO 80302 25658 25674 41190 37885 AX X X X X 6809H706548 05/01/2023 05/01/2024 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 B X XX X X BA7R206526 05/01/2023 05/01/2024 1,000,000 B XX X 10000 XXCUP5G343469 05/01/2023 05/01/2024 8,000,000 8,000,000 C N X 4131403 05/01/2023 05/01/2024 X 1,000,000 1,000,000 1,000,000 D Professional Liability Claims Made DPR5012479 05/01/2023 05/01/2024 $5,000,000 per claim $5,000,000 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 850 500 Broadway Eagle, CO 81631 1 of 2#S39942941/M39924863 JVAINCClient#: 1083121 MHAZP1 of 2#S39942941/M39924863 DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) The General Liability and 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 Specifically for: El Jebel Road and Valley Road Intersection 2 of 2 #S39942941/M39924863 DocuSign Envelope ID: 1F621402-F11C-4104-8007-DF34CF2E2C8B