HomeMy WebLinkAboutECAT24-01 Menendez ArchitectsAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND MENENDEZ ARCHITECTS P.C. THIS AGREEMENT (“Agreement”) is effective as of 1st day of December, 2023 by and between Menendez Architects P.C., an architectural and engineering Colorado Corporation (hereinafter “Consultant” or “Contractor”) and Eagle County Air Terminal Corporation a Colorado non-profit corporation (hereinafter “ECAT”) RECITALS WHEREAS, ECAT is in need of a consultant to provide on-call consulting services for preliminary site assessment and requirements; architectural design; civil engineering; structural engineering; mechanical and electrical engineering; cost estimating; and facility equipment design and speciation for various projects at the Eagle County Regional Airport, located in Gypsum, Colorado (the “Property”); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, ECAT wishes to hire Consultant to perform such on-call tasks associated with the Project; and WHEREAS, this Agreement shall govern the relationship between Consultant and ECAT in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and ECAT agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete various projects (each a “Project”) pursuant to this Agreement in accordance with the rates described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. To the extent practicable, prior to the performance of any Services, Consultant shall first provide ECAT with a written estimate for each Project and the ECAT Representative shall approve such estimate in writing. There may be instances, at the discretion of the ECAT Representative, when it is not practicable to have a written estimate prior to commencement of performing the services for a Project. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 2 Eagle County Prof Services Final 5/14 Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. ECAT’s Representative. The Aviation Director’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 31st of December, 2024. 4. Extension or Modification. This Agreement may be extended for up to three additional one-year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by ECAT for such additional services in accordance with ECAT’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 ECAT 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 ECAT 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. ECAT shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. Compensation for the performance of the Services under this Agreement shall not exceed $100,000.00. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by ECAT. 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 ECAT may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by ECAT shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 3 Eagle County Prof Services Final 5/14 shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by ECAT. c. If, at any time during the term or after termination or expiration of this Agreement, ECAT reasonably determines that any payment made by ECAT 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 ECAT, Consultant shall forthwith return such payment(s) to ECAT. Upon termination or expiration of this Agreement, unexpended funds advanced by ECAT, if any, shall forthwith be returned to ECAT. d. ECAT 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. 6. Sub-consultants. Consultant acknowledges that ECAT 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 ECAT’s prior written consent, which may be withheld in ECAT’s sole discretion. ECAT consents to Consultant’s use of the following sub- consultants and does not require written consent of such use: Glenwood Structural and Civil Incorporated; Architectural Engineering Consultants; Kumar & Associates; Eagle Valley Surveying; and Alpine Engineering, Inc. ECAT 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 ECAT has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by ECAT 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 ECAT. ECAT 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: 02825786-CE62-4922-A752-3B8486C6391B 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 ECAT, 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 ECAT, 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 ECAT 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 ECAT. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to ECAT 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 ECAT, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of ECAT for a complete copy of the policy. DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 5 Eagle County Prof Services Final 5/14 viii. Consultant shall advise ECAT 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 ECAT 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 ECAT, ECAT 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 ECAT 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 ECAT, 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 ECAT , and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECAT may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, and are based upon any negligent performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse ECAT for reasonable attorney fees and costs, legal and other expenses incurred by ECAT 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 ECAT to the extent that ECAT 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 ECAT. ECAT shall not be deemed the owner of said documents until payment has been received by the Consultant. ECAT acknowledges that use of the documents prepared under this agreement should be used for the project for which they were prepared only. Consultant may use ideas and drawings prepared during the performance of the Services for other projects, as appropriate. ECAT further acknowledges that use of the documents which are not stamped “final construction documents’ will be at the ECAT’s sole risk and without liability to Consultant. Furthermore, reuse or modification of any such documents by ECAT, without Consultant’s written permission shall be at ECAT’s sole risk. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 6 Eagle County Prof Services Final 5/14 or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). All Documents shall be provided by Consultant in both printed and electronic format. Electronic format shall include native formats, but not limited to AutoCAD, Revit, Microsoft Work, Microsoft Excel, Adobe PDF, so that ECAT personnel can easily utilize the information and format the information to accommodate various means of presentation and publication. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. ECAT: Eagle County Air Terminal Corporation Attention: Josh Miller 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2649 Facsimile: 970-328-2687 E-Mail: josh.miller@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us CONSULTANT: Menendez Architects, P.C. Luis Menendez 715 W. Main Street Suite 104 Aspen, Colorado 81611 LAM@menendezarchitects.com 970-544-4851 DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 7 Eagle County Prof Services Final 5/14 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 ECAT 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 ECAT with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from ECAT. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. ECAT 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 ECAT with all documents as defined in paragraph 9 hereof, in such format as ECAT shall direct and shall return all ECAT owned materials and documents. ECAT 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 ECAT 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. DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 8 Eagle County Prof Services Final 5/14 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 ECAT. 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 ECAT and Consultant except that of independent contractor. Consultant shall have no authority to bind ECAT. 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 ECAT. 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 ECAT . Consultant shall be subject to financial audit by federal, state or ECAT 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 ECAT 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. DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 9 Eagle County Prof Services Final 5/14 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. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY AIR TERMINAL CORPORATION By: ______________________________ Matt Scherr, President Attest: By: _____________________________ Jeff Shroll, Secretary CONSULTANT: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B President Luis Menendez 10 Eagle County Prof Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B Eagle County On-Call Architectural and Engineering Services Architectural & Engineering Fee Schedule 2024 LABOR CATEGORY HOURLY RATE MENENDEZ ARCHITECTS P.C. Principal (Luis A. Menendez) $152 Architectural & Interior Designer $105 Architectural Staff Level 2 $108 Architectural Staff Level 1 $86 SURVEYING SERVICES CONSULTANT Eagle Valley Surveying Licensed Surveyor $150 Office Calculations/Drafting $100 2 Person Survey Field Crew $160 1 Person Field Crew with GPS or Robotic $160 2 Person Field Crew with GPS or Robotic $180 CIVIL ENGINEERING CONSULTANT Alpine Engineering, Inc. Professional Engineer of Record $230 Project Manager/Professional Engineer $225 Project Manager $190 Office Technician $95 Attendance at Public Hearings/Meeting $300 Subconsultants: Cost plus - 15% MEP ENGINEERING CONSULTANT Architectural Eng. Consultants Principals (Taylor Critchlow & Stan Humphries) $155 Senior Project Engineer $140 Project Engineer $125 Designer $105 STRUCTURAL ENGINEERING CONSULTANT Glenwood Structural & Civil Principal (Adolfo Gorra) $175 Project Manager $158 Project Engineer $143 Structural Tech/Drafting $134 DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B Eagle County On-Call Architectural and Engineering Services Administrative $85 SOILS ENGINEERING & TESTING Kumar & Associates See Attached Reimbursable Expenses: In addition to the Architectural Personnel Hourly Fees, the Architect would be reimbursed 1.1 times the actual cost for the following out-of-pocket expenses, necessarily incurred: 1. Transportation and living expenses in connection with out-of-town travel as authorized by Owner. 2. Delivery, messengers and courier services. 3. Expenses of printing, photography and other forms of reproductions of drawings and documents. 4. Fees paid for all necessary approvals and permits from all governing authorities. 5. Costs of models and mock-ups requested by the Owner. 6. Costs of Renderings requested by the Owner. 7. Services of consulting engineers and other consultants as required for the project. DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 5020 County Road 154 Glenwood Springs, CO 81601 phone: (970) 945-7988 fax: (970) 945-8454 email: kaglenwood@kumarusa.com www.kumarusa.com Office Locations: Denver (HQ), Parker, Colorado Springs, Fort Collins, Glenwood Springs and Summit County, Colorado . 2023 FEE SCHEDULE GLENWOOD SPRINGS PROFESSIONAL SERVICES FIELD EXPLORATION Truck-mounted drill rig CME-45B ................................................................................................................... $190/hour Mobilization .............................................................................................................. $5.00/mile All-terrain drill rig .......................................................................................................... Cost + 20% Crew travel ......................................................................................................................... $100/hour Special equipment (backhoe, drill bits, well supplies, etc.) ............................................ Cost + 20% Field Engineer or Geologist .............................................................................................. $100/hour Overtime (over 8 hours/day, Saturday, Sunday and Holidays) ......................... 1.5 x hourly rate LABORATORY TESTING Fee schedule available on request. CONSTRUCTION OBSERVATION AND MATERIALS TESTING Fee schedule available on request. ENGINEERING (Includes project planning, administration, analysis, consultation, report preparation, field and travel time. Expert witness service has a 50% premium hourly rate.) Principal ............................................................................................................................ $230/hour Senior Project Manager ..................................................................................................... $200/hour Project Manager ................................................................................................................ $170/hour Senior Project Engineer/Geologist ................................................................................... $150/hour Project Engineer/Geologist ............................................................................................... $130/hour Staff Engineer/Geologist................................................................................................... $100/hour CAD/Drafting ................................................................................................................... $100/hour Word Processing ................................................................................................................. $65/hour OTHER DIRECT CHARGES Auto or pickup mileage ..................................................................................................... $.80/mile Out of town living expenses, equipment rental, supplies, etc. ....................................... Cost + 20% REMARKS Late fee of $30.00 or 1.5% per month (whichever is the greater) charged 30 days from invoice date plus collection costs, bank charges and reasonable attorney’s fees. Up to 3 copies of report provided for each project. Minimum 2 hour trip charge per day for field engineer or technician. Terms and Conditions On Back Effective Aug. 1, 2023 DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B Kumar & Associates, Inc.® Revised 02-01-22 TERMS AND CONDITIONS (Geotechnical and Environmental Engineering) 1. Invoices are due and payable upon presentation. Unpaid balance after 30 days shall be subject to a finance rate of 1.5% per month which is an annual rate of 18.00%. Client agrees to pay interest and all costs of collection, including attorney's fees and court costs. 2. Kumar & Associates, Inc. (K+A)’s services will be performed with the care and skill ordinarily exercised by members of the geotechnical engineering profession under the same or similar circumstances, including the locality where services were rendered. NO WARRANTY, EXPRESSED OR IMPLIED, IS MADE BY THE RENDERING OF CONSULTING SERVICES. 3. Inherent in K+A’s dealings with clients is the confidentiality of all work performed for any client. All reports are prepared for the exclusive use of the Client to whom it is addressed. This agreement may not be assigned without the express written consent of K+A. 4. All recommendations and conclusions provided by K+A are subject to the adequacy and representative character of the samples tested as indicated in the report and the comprehensiveness of the tests and observations. Quotation from our reports or use of K+A's name is not permitted except as authorized in writing by K+A. 5. K+A will take normal precautions during site exploration to avoid damage to underground pipes, wires or other objects, including utilizing utility location services. Due to limitations on locating such underground objects, particul arly private service utilities, K+A does not accept responsibility for damage to utilit ies or other underground objects. Client agrees to indemnify and hold K+A harmless for any and all damage to underground utilities and structures. Cost of restoration, repairs or damage which results from field operations will be the client's responsibility. 6. This agreement may be terminated by either party upon ten (10) days written notice in the event of substantial failure to perform in accordance with the terms of this Agreement by the other party through no fault of the termination party. If this agreement is terminated during the performance of services, K+A shall be paid for the total amount of any work which has been completed, and shall be paid for work in progress on the basis of K+A's reasonable estimate of the portion completed prior to termination. Such payment shall constitute total payment for services rendered. Clauses 1, 2, 3 and 8 through 14 shall survive the termination of contract. 7. Unless otherwise stated, K+A will have access to the site for activities necessary for the performance of the services. K+A will take precautions to minimize damage due to these activities, but have not included in the fee the cost of restoration of any resulting damage. 8. Any claims or disputes made during design, construction or post-construction between the Client and K+A shall be submitted to non-binding mediation for a period of 30 days. If the disputes are not resolved in 30 days, the matter may be submitted t o arbitration or litigated in the court of law, as solely determined by K+A. 9. The Client, shall, to the fullest extent permitted by law, indemnify and hold harmless K+A's officers, directors, owners, employees, agents and subconsultant's from and against all damage, liability and cost, including reasonable attorney's fees and defense costs arising out of or in any way connected with the performance by any of the parties above named of the services under this agreement, except only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of K+A. 10. Client agrees that its sole remedy for negligence, breach of contract or any other claim arising out of or related to this agreement and/or the project shall be against K+A and not against any individuals past or present employees, officers, representatives, shareholders or owners of K+A. 11. K+A shall not be required to execute any documentation that would result in its certifying, guaranteeing or warranting the existence of conditions whose existence K+A has not ascertained. 12. In recognition of the relative risks, rewards and benefits of the project to both the client and K+A, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, K+A’s liability, and the liability of its past and present officers, and employees, to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of or relating to this agreement from any cause or causes, shall not exceed $25,000 or K+A’s fee, whichever is greater. Such causes include, but are not limited to K+A’s negligence, errors, omissions, strict liability, breach of contract or breach of warranty. If, prior to signing this contract, Client makes a written request to increase this limitation to $100,000, an additional charge of $1,000 or 5 % of the fee (whichever is greater) will be made. This limitation of liability shall apply to and be binding upon any other party who may rely on K+A’s work pursuant to this agreement. 13. All documents produced by K+A under this agreement shall remain the property of K+A, and may not be used by the Client for any other endeavor without the written consent of K+A. 14. For geotechnical studies and observations and materials testing, K+A assumes there are no hazardous materials on the project site. Hazardous materials may exist at a site where there is no reason to believe they could or should be present. Therefore, K+A and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. K+A and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for K+A to take immediate measures to protect public health and safety, which shall entitle K+A to reasonable additional compensation by Client. Client also recognizes there is a risk that sampling through an unknown contaminated zone may result in spread of contamination both on and off-site. Client waives all claims against K+A arising from such contamination, and further agrees to defend, indemnify and save K+A harmless from any claim, liability, or injury or loss of any type arising from unanticipated hazardous materials on site. 15. Rates are subject to change 30 days from proposal date. 16. Laboratory services are considered expedited when new testing is assigned a higher priority than other testing programs in progress. Kumar & Associates, Inc.® DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B 11 Eagle County Prof Services Final 5/14 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Hartford Casualty Insurance Company Sentinel Insurance Company Ltd. XL Specialty Insurance Company 8/25/2023 USI Insurance Services, LLC P.O. Box 7050 Englewood, CO 80155 800 873-8500 800 873-8500 den.certificate@usi.com Menendez Architects, P.C. P.O. Box 8036 715 W. Main Street, Suite 104 Aspen, CO 81612 29424 11000 37885 A X X X X X 34SBWRV9024 09/01/2023 09/01/2024 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X X X 34SBWRV9024 09/01/2023 09/01/2024 1,000,000 A X X X 10000 X X 34SBWRV9024 09/01/2023 09/01/2024 2,000,000 2,000,000 B Y X 34WEGIN3844 09/01/2023 09/01/2024 X 1,000,000 1,000,000 1,000,000 C Professional Liability Claims Made DPR5017627 09/01/2023 09/01/2024 $2,000,000 per claim $3,000,000 annl aggr. As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella/Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. (See Attached Descriptions) Eagle County Air Terminal Corporation PO Box 850 Eagle, CO 81631-0850 1 of 2 #S41261794/M41252573 MENENARCClient#: 1086684 SAPZR 1 of 2 #S41261794/M41252573 DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella/Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. ** Workers Comp Information ** Proprietors/Partners/Executive Officers/Members Excluded: Luis A. Menendez, Officer Additional Insured Includes: Eagle County Air Terminal Corporation. 2 of 2 #S41261794/M41252573 DocuSign Envelope ID: 02825786-CE62-4922-A752-3B8486C6391B