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Home My WebLink AboutC24-189 Woolpert Woolpert, Inc. Professional Service Agreement MPSA-07/23 1 Master Professional Service Agreement (Aviation Services) THIS MASTER PROFESSIONAL SERVICES AGREEMENT, is entered into effective as of November 1, 2023 between Woolpert, Inc., 720 S. Colorado Blvd., Ste. 1200-S, Glendale, CO 80246 (“Woolpert” also referred to as “Engineer” or “Consultant”) and Eagle County, Colorado, a body corporate and politic (“Client” also referred to as “Sponsor” or “County”), and intends to describe Woolpert’s Professional Services (“Services”) to be furnished under mutually executed task orders issued under this Agreement (“Task Orders”). Woolpert was awarded this Master Professional Services Agreement as a result of Client solicitation dated August 2023, which includes the following project: • Air Carrier and General Aviation apron rehabilitation and / or new construction. • Taxi-way and Connectors rehabilitation and / or new construction. • Drainage Improvements. • Runway 7/25 Rehabilitation with Centerline and Runway 25 Touch Down Zone Lights, and Lighting and Signage Improvements. • West runway and taxiways extension. • Landside parking drainage and paving improvements. • Electrical and Lighting upgrades and expansion. • Air Terminal renovation and / or expansion. • ARFF / SRE facility expansion or replacement. • ARFF / SRE equipment procurement. • Storm water management plan update and revisions. • Land Acquisition. • Construction of General Aviation areas, FBO aprons and stop ways. • Airport landside access roads or airside service roads new construction and / or rehabilitation. • Security fencing. • Navigational aids. • International Terminal. • Pavement maintenance. • Or other work as identified. 1. Scope: Woolpert and Client agree the intended scope of service shall be as set forth in each Task Order for each specific project (“Project”), which will always reference and incorporate this Agreement. Each Task Order is deemed incorporated into this Agreement. The Task Orders may be supplemented from time to time by separate addendums to such Task Orders. A sample Task Order is attached as Attachment A, which is hereby incorporated by reference. Woolpert and Client acknowledge that project change is typical, for one reason or another. Woolpert agrees to inform Client of any additional service it deems necessary, and to receive Client’s written authorization before furnishing any additional service. Both parties agree to timely determine the need for any additional service, including the calculation of the additional fee in accordance with a negotiated lump sum or, if applicable, a labor schedule included within a Task Order. 2. Schedule/Term: The Date of commencement and completion for Services provided shall be set forth in a Task Order for each specific Project. Client acknowledges that Woolpert will develop and propose a specific plan and fee to furnish and complete its scope of professional services based on the schedule in each Task Order. Woolpert shall not be responsible for delays caused by reasons beyond its reasonable control, including but not limited to Acts of God, war, pandemic, government delay or order, delays caused by others not under the control of Woolpert or similar delays experienced by its subconsultants. Client understands that modifications to a Project’s schedule by Client or reasons beyond the reasonable control of Woolpert may reasonably impact Woolpert’s anticipated performance, and that additional service and/or fee may be required to achieve a schedule change, which Woolpert and Client agree to mutually consider and equitably resolve. This Agreement shall be effective as of the date of mutual execution of this Agreement and shall remain in effect for a period of five (5) years or, with respect to any Task Order issued prior to expiration of such period, for the schedule specified in the Task Order for completion of the Services, subject to prior termination as provided in Section 9 below, or as may further be amended in a writing signed by the parties. 3. Fees: Client agrees the total compensation due Woolpert for its professional service shall be as set forth in the specific Task Order. Client and Woolpert agree that Woolpert will submit monthly invoices that reasonably demonstrate the services furnished or completed, and that Client will issue payments for Services satisfactorily completed within 30 days of any invoice. Client agrees that if it fails to make payment as provided, Woolpert may suspend its service or terminate this Agreement, without subsequent consequence, and may suspend its services or terminate its agreement on any other Project with Client, its subsidiary, or related entity. Client shall be responsible for payment of all applicable sales or services taxes in connection with this Agreement and the transactions contemplated hereunder or shall otherwise provide Woolpert with appropriate tax exemption certificates and documentation. Woolpert acknowledges that Client is tax- exempt. For performance of Services included in each “Lump Sum” Task Order, which shall be defined and delineated in advance, payment to Woolpert will be made on the basis of a lump sum. The agreed lump sum shall represent full payment for all payroll, overhead, profit, and other direct non-salary expenses as hereinafter described. The lump sum will neither increase nor decrease except as noted otherwise herein. In that event, the lump sum would be subject to re-negotiation, and Woolpert will prepare and submit an Addendum for Client’s approval. For performance of Services described in each “Cost-Plus-a-Fixed-Fee” Task Order, the Client shall reimburse Woolpert for allowable costs such as salary, overhead, and direct non-salary expenses, plus a fixed fee. DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 2 The rates are identified on Attachment B, Established Hourly Rate Schedule, are hereby incorporated. The rates set forth in Attachment B are subject to annual revision by Woolpert and the Sponsor on or about February of each calendar year. Rates shall be mutually agreed upon but shall not exceed the sum that is equal to a five percent (5%) increase over the prior year’s rates. Task Orders with a cost-plus-a-fixed-fee payment may be renegotiated for both the contract upper limit, defined as the not-to-exceed contract value, and the fixed fee. In order for renegotiation to occur, the following must take place: 1) Woolpert must alert the Client when Woolpert’s cumulative costs approach the upper limit. 2) The Client and Woolpert should assess whether the remaining work effort can be completed within the remaining contract limits. 3) Woolpert must obtain Client’s written approval before exceeding the upper limit. An increase in costs over the original contract value can occur for several reasons including, but not limited to, poor performance of construction contractor that results in additional construction phase services to be performed by Woolpert; increase in construction contract time due to weather events that exceed the norm for the location; and added scope of work or services. On occasion, Woolpert may be asked to continue construction phase services on construction contracts overrunning the program schedule contemplated at the time of negotiation. In most instances, the time element is beyond the control of Woolpert. In this instance the parties will enter into a written amendment to the applicable Task Order to specify how Woolpert will be reimbursed for services in excess of the specified period of time agreed upon in the Task Order at a mutually acceptable fee negotiated at the time all the pertinent circumstances are known. The cost of additional Woolpert construction phase services that result from contractor caused construction delays will be included by Client in the liquidated damages established for construction contracts. Notwithstanding anything to the contrary herein, no additional services or work performed by Woolpert shall be the basis for additional compensation unless and until Woolpert has obtained written authorization and acknowledgement by Client for such additional services in accordance with Client’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 Client 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 Client for such additional services is not timely executed and issued in strict accordance with this Agreement, Woolpert’s rights with respect to such additional services may be deemed waived by the Client and such failure shall result in non-payment for such additional services or work performed. Expenses. Client shall pay all publishing costs for advertisements of notices, public hearings, requests for bids, and other similar items; shall pay for all permits and licenses that may be required by local, state, or federal authorities; and shall secure the necessary land, easements, and rights-of-way required for the Project. These costs are not included in the compensation to be paid to Woolpert. Out-of-pocket expenses will be reimbursed to Woolpert without any additional mark-up thereon and will be included in the not to exceed amount set forth in each Task Order. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Woolpert. For the purposes of estimating out-of-pocket expenses, the cost of mileage, per diem, and lodging are calculated in accordance with applicable IRS and GSA guidelines. At the time of invoicing, mileage will be invoiced in accordance with published IRS rates at the time of service and per diem will be invoiced in accordance with published GSA rates at the time of service. Lodging will be invoiced as actual expense incurred except in the cases where specific client requirements exist that limit lodging to GSA standards. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to Client nor shall any payment be made to Woolpert for any Services performed after December 31st of each year, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and the Local Government Budget Law (C. R. S. 29 -1 -101 et. seq.). The parties recognize that the County is a governmental entity and that all financial obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 4. Instruments of Services/Ownership: For purposes of this Agreement, the “Plans and Specifications” means all hard copy or PDF engineering designs, plans, drawings, specifications, and other reports that Woolpert delivers to Client in connection with the Project. Technical Information: Client shall make available to Woolpert all technical data that is in Client’s possession including maps, surveys, property descriptions, borings, and other information required by Woolpert and relating to the site, the Project, and the Services. Approval of Plans: Client shall cooperate with Woolpert in the approval of the Plans and Specifications or should any part of such Plans and Specifications be disapproved, shall make a timely decision in order that no undue expense will be caused Woolpert because of lack of decisions. If Woolpert is caused to incur other expenses such as extra drafting, due to changes ordered by Client after completion and approval of the Plans and Specifications, Woolpert shall be paid for such extra expenses and services involved pursuant to the rates set forth in this Agreement. Construction Cost Opinion: If specified in a Task Order, Woolpert shall prepare an opinion of probable construction costs, representing Woolpert’s reasonable judgment as a design professional (a “Cost Report”). Such Cost Report shall be provided for Client’s internal use and guidance only, and under no circumstances does Woolpert guarantee the accuracy of the Cost Report as compared to contractor bids or actual cost to Client. Client acknowledges that Woolpert has no control over the actual costs of labor or materials, or over competitive bidding or market conditions. Delivery of Plans: Woolpert shall deliver to Client one (1) hard copy of the final Plans and Specifications, and the final Plans and Specifications in PDF form. Woolpert shall not be required to deliver an electronic editable format (e.g. AutoCAD or other computer aided design file) of the Plans or Specification but may provide such as a courtesy copy although such files shall be subject to the disclaimer and risk of use terms provided below. DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 3 Ownership of Plans: Client acknowledges that Plans and Specifications prepared by Woolpert are instruments of professional service. However, except as provided otherwise herein, all design plans, specifications and all other instruments of professional services pursuant to this Agreement, in hardcopy, PDF, or electronic format, including AutoCAD, Civil3D, Word, Excel, etc. and regardless of the stage of completion, shall become the property of Client, whether or not the project is completed. Upon request, Woolpert shall deliver to Client a copy of all such instruments, regardless of the state of completion, in the format directed by Client. Any use of uncompleted designs, plans, specifications, or other instruments of services shall be at the sole risk of the Client. If Woolpert provides electronic versions of design, plans, specifications, or other instruments of services to the Client in a form other than PDF, to the extent that discrepancies exist beyond the point of transmission between hardcopies provided by Woolpert or the electronic version maintained by Woolpert, the use of such electronic versions shall be at the sole risk of the Client. Client agrees that it will not use the plans, specifications and other documents for any other project or purpose other than that contractually identified and for post -completion maintenance, reconstruction, expansion and remodeling of the same. Notwithstanding the foregoing, Client agrees that Woolpert maintains ownership of any pre-existing intellectual property rights as identified by Woolpert that may be incorporated into deliverables and Woolpert will have independent ownership rights to reuse the intellectual property items for other projects, although Client shall receive a non-exclusive, non-transferrable, limited license to use the proprietary details, specifications, or documentation in connection with the documents as a whole. If Client, or anyone for whom Client is responsible, makes or permits any changes to Woolpert’s deliverables without first obtaining Woolpert’s written consent or uses electronic files provided by Woolpert, Client agrees to assume complete responsibility for the proximate consequences of any unauthorized change, and to the extent permitted by law, waives and releases any claim against Woolpert and those for whom Woolpert is responsible, from any liability arising directly or indirectly from any such change. 5. Record Retention: Woolpert shall maintain for a minimum of three years, adequate financial and other records for reporting to Client. Woolpert shall be subject to financial audit by federal, state or county auditors or their designees. Woolpert authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Woolpert. Woolpert shall fully cooperate during such audit or inspections. 6. Standard of Care: Woolpert shall perform the Services in accordance with that degree of care ordinarily exercised by members of the same profession (“Standard of Care”). Notwithstanding, Woolpert shall be responsible for the completeness and accuracy of the Services, including all supporting data, Plans and Specifications and other documents prepared or compiled in the performance of the Work, and shall correct the instruments of services, at its sole expense, in the event that any significant errors and omissions that may be included in the instruments of professional services. The fact that Client has accepted or approved Woolpert’s Services shall not relieve Woolpert of any of its responsibilities. Woolpert represents and warrants that it has the expertise and personnel necessary to perform the Services in accordance with the Standard of Care and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. Client agrees that neither Woolpert nor anyone for whom it is responsible, has offered or will offer Client any fiduciary service and no fiduciary responsibility shall be owed. Woolpert will not be required to author or execute any document that concerns a condition that Woolpert has not been contracted to ascertain, over which Woolpert has no control, or which was affected by another’s actions or conduct. 7. Client Representations: Client agrees that any self-performed work will not interfere with Woolpert’s services, or impact Woolpert’s standard of care. Client will timely coordinate all self-performed work to allow Woolpert’s services to proceed as agreed. Client’s failure to coordinate its work, timely act, and/or timely disclose all information material to the Project may constitute material non-performance under this Agreement. Client agrees to reasonably cooperate with Woolpert, and to perform its responsibilities, obligations and work in a manner that allows Woolpert to efficiently furnish its service. Client represents that Woolpert shall be entitled to rely upon information provided by Client or its other consultants and Woolpert shall not be liable in the event that erroneous information is supplied by the Client or its other consultants, and Woolpert subsequently relies upon and incorporates such information in the performance of its services or any deliverable. 8. Professional Services: The parties recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement, the Client is relying on the professional services and reputation of Jason Virzi. The parties agree that those staff members shall be dedicated to Client projects to the extent reasonably practical. No changes will be made to Woolpert staff members dedicated to County projects except with the written consent of the Client, such consent shall not unreasonably be withheld. 9. Termination/Suspension: 9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party without penalty or liability 9.2 Termination by Woolpert: In the event of Client’s failure to make payments or substantially perform its obligations under this Agreement Woolpert may suspend services or terminate this Agreement, without penalty or liability, upon seven (7) days prior written notice and failure of the Client to cure the default within the seven-day period. In the event of any termination, Woolpert shall be paid for all Services satisfactorily performed through the date of termination. Upon termination, Woolpert shall deliver to Client all instruments of service entirely or partially completed pursuant Section 4 herein, together with all material supplied to Woolpert by Client. Payment will be due for Services satisfactorily performed within thirty (30) days after Woolpert has delivered the last of the instruments, together with any records that may be required to determine the amount due. If it is later determined that any termination for failure of the Client to make payments or substantially perform its obligations was excusable, the termination shall be deemed to be a termination for convenience. 9.3 Termination by Client: Client may terminate this Agreement, or any Amendment issued hereunder for cause upon seven days prior written notice and failure of Woolpert to cure the default within the seven day period. In the event of such termination, Client may take possession of the Project in such manner as Client may deem expedient. Upon such termination, Client shall be liable only for Services satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been completed, provided that, at its sole option, Client may require Woolpert to complete particular portions of the Work DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 4 on a time and reimbursable expenses basis as provided herein. Upon termination, Woolpert shall deliver to Client all instruments entirely or partially completed pursuant Section 4 herein, together with all material supplied to Woolpert by Client although Client acknowledges that use of any partially completed instruments and material shall be at the sole risk of Client without liability to Woolpert pertaining to their use. Payment will be due for Services satisfactorily performed within thirty (30) days after Woolpert has delivered the last of the instruments, together with any records that may be required to determine the amount due. 10. Site Safety: If the Services include activities on a Project site or design services, Client agrees that Woolpert is not responsible for nor has control over any construction means, methods, techniques, sequences, or procedures; or for safety precautions and programs in connection with the work. 11. Hazardous Materials: Woolpert is not responsible for the discovery, presence, handling, removal, disposal, or exposure of persons to hazardous materials of any form, including mold or asbestos. 12. Insurance: Woolpert agrees to procure and maintain at its expense during the effective period of this Agreement the following insurance from insurance companies authorized to do business in the State in which the Site is located, in the coverages and limits identified below: (a) Workers Compensation: statutory (a) Commercial General Liability: $1,000,000/$4,000,000 per occurrence/aggregate; (c) Automobile Liability: $1,000,000 combined single limit bodily injury/property damage each accident; and (b) Professional Liability: $1,000,000/$2,000,000 per claim/ aggregate Woolpert and sub-consultants shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Agreement are satisfied, such insurance above with respect to claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Woolpert, its agents, representatives, employees or sub- consultants. Woolpert shall name Client as Additional Insured for Commercial General Liability for ongoing operations, to the extent permitted by law. Coverage shall be primary. Further, with the exception of Professional Liability or where prohibited by law, such policies of insurance shall include a waiver of subrogation clause and include a separation of insureds clause. A certificate or certificates of insurance showing compliance with this Section 12 is attached hereto as Attachment E. To the extent commercially available to Woolpert from its insurance company, insurance policies required under this subsection shall contain a provision that the insurance company or its designee must give Client written notice transmitted in paper or electronic format: 30 days before coverage is non-renewed by the insurance company (10 days for cancellation for non-payment of premiums) and within 10 business days after cancelation of coverage by the insurance company. 13. Duty to Notify: Woolpert and Client agree to timely identify and disclose to the other all issues reasonably discovered and/or learned that may impact the other’s performance in order to allow the impacted party an opportunity to evaluate the circumstance so that the Project’s schedule, budget or quality is mitigated and/or remediated as timely and cost-efficiently as possible. Client agrees to promptly report to Woolpert any known or suspected defects in Woolpert’s service. Client agrees to impose a similar requirement on all others under Client’s control. 14. Limitation of Liability: Except for one’s willful misconduct, both parties agree that its employees, officers, directors, shareholders and agents will not be personally liable for any damages arising from this Agreement. 15. Indemnification: Woolpert shall indemnify and hold harmless Client, and any of its officers agents and employees against any losses, claims, damages or liabilities for which Client may become subject to, but only to the extent any such losses claims, damages or liabilities are caused by the negligent act or omission of Woolpert or any of its sub -consultants in the performance of this Agreement. In such case, Woolpert shall also reimburse Client for reasonable attorney fees and costs, legal and other expenses incurred by Client in connection with investigating or defending any such loss, claim, damage, or liability. This indemnification shall not apply to claims by third parties against Client to the extent that Client is liable to such third party for such claims without regard to the involvement of Woolpert. This paragraph shall survive expiration or termination hereof subject to the applicable statutes of repose or limitation applicable to the services performed by Woolpert. 16. Export/Import Control: Each party agrees that it shall comply with United States import and export control and asset control laws, regulations, and orders, including but not limited to software, processes, or technical data. Such regulations include without limitation the Export Administration Regulations (“EAR”), 15 C.F.R. 730-774, the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120 et seq., the Export Administration Act, 50 U.S.C. app. 2401-2420, and the Export Administration Regulations, 15 C.F.R. 730-774, customs laws, as well as all regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control. Client agrees if Woolpert is prohibited from performing under this Agreement as a result of the inability to obtain necessary approvals or permits, Woolpert’s performance will be excused and this Agreement will be terminated for the convenience of Woolpert. 17. Section 163: The FAA’s federal action is limited to airport layout plan (ALP) approval of only those portions of projects that meet the criteria established in 49 U.S.C. §47107(a)(16)(B), commonly referred to as Section 163(d) of the FAA Reauthorization Act of 2018. If it is determined that the FAA does not have authority over a portion of the project and associated work completed ahead of the determination is no longer FAA eligible, the Client will remain responsible for this portion of the work. 18. Title VI: Title VI of the Civil Rights Act of 1964, as amended, (Title VI) prohibits discrimination on the grounds of race, color, or national origin under any program or activity receiving Federal financial assistance. The appropriate clauses from the FAA provisions are outlined and hereby incorporated by reference in Attachment C. DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 5 19. All Other FAA Provisions: All services performed shall be in conformance with applicable rules and regulations of the FAA including the mandatory federal contract provisions as outlined in Attachment D for professional contracts as provided on: https://www.faa.gov/airports/aip/procurement/federal_contract_provisions The parties recognize that these Federal Provisions may be revised from time to time by the Federal Government. Any revisions to these Federal Provisions after the date of execution of this Agreement that results in a change of responsibilities or scope of services shall entitle Woolpert to an equitable adjustment in compensation. 20. Headings: Headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. 21. Choice of Law/Venue: This Agreement is to be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of law principles. Any action brought under this Agreement shall only be brought in a court of competent jurisdiction located within Eagle County, Colorado. 22. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Woolpert shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Engineer shall be, or shall be deemed to be, the Employee or agent of Client. 23. Successors and Assignment: Woolpert may not assign its interest in this Agreement, including the assignment of any right or delegation of any obligations provided herein, without the prior written consent of Client, which consent Client may withhold in its sole discretion. Except as so provided, this Agreement shall be binding upon each party and its successors and assigns and shall not be deemed to be for the benefit of or enforceable by any third party. 24. Governmental Immunity. The parties hereto understand and agree that the Client 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 Client, its affiliated entities, successors or assigns, its elected officials, employees, agents, and volunteers. 25. Woolpert is not entitled to workers’ compensation benefits except as provided by Woolpert, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Woolpert or some other entity. Woolpert is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 26. Entirety of Agreement: This Agreement, inclusive of any attachments, constitutes the entire agreement and understanding between the parties. Woolpert and Client agree to only be bound and obligated to the terms and conditions described within this Agreement. This Agreement may be amended only by a writing signed and/or acknowledged (as via email) by authorized representatives of both parties. 27. Notices: All notices, reports, records, or other communications which are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by facsimile, by electronic mail (return receipt requested), overnight courier, or by certified mail, to the receiving party at the following address: If to Sponsor: Eagle County Regional Airport 219 Eldon Wilson Road Gypsum, Colorado 81637 Attention: Josh Miller Telephone: 970.328.3532 Email: josh.miller@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway P.O. Box 850 Eagle, Colorado 81631 If to Engineer: Woolpert, Inc. 720 S. Colorado Blvd., Ste. 1200-S Glendale, CO 80246 Attention: Jason Virzi Telephone: 303.957.7581 Email: jason.virzi@woolpert.com or to such other address as such party may have given to the other by notice pursuant to this Section. Notices shall be deemed given on the date of delivery: on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date: or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 28. Subordination. 28.1. This Agreement is subject and subordinate to the provisions of any agreements heretofore or hereafter made between the County and the United States, relative to the operation or maintenance of the Airport, or to the expenditure of federal funds for the DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 6 improvement or development of the Airport, including the expenditure of federal funds for the development of the Airport in accordance with the provisions of the Federal Aviation Act of 1958, the Federal Aid to Airport Act, the Airport and Airway Development Act of 1970 and the Airport and Airway Improvement Act of 1982, as such acts have been amended or replaced from time-to-time. 28.2. This Agreement is subordinate to any bond ordinance, indenture or covenant made by the County with respect to the Airport prior to or during the term hereof and, in the event of a conflict, the requirements of the ordinance, indenture or covenant shall control. 28.3 Notwithstanding anything to the contrary, such ordinances, indentures or covenants made by the County with respect to the Airport shall not affect the Indemnification obligations of Woolpert as outlined herein, and in the event that such ordinances, indentures or covenants require additional services to be provided by Woolpert, the parties agree to make written equitable adjustments to any outstanding Amendments or Task Orders, as applicable, for work performed and requested by the County. 28.4 This Agreement and all the provisions hereof shall be subject to whatever right the United States Government now has or in the future may have or require affecting the control, operation, regulation, and taking over of the Airport. IN WITNESS WHEREOF, this Agreement is accepted as of the date first written above. Eagle County, Colorado: Woolpert, Inc.: Signed: Signed: Name: Name: Jason Virzi, PE Title: Title: Vice President Attest: By: _____________________________________________ Regina O’Brien, Clerk to the Board DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Matt Scherr Chair, Board of County Commissioners Woolpert, Inc. Professional Service Agreement MPSA-07/23 7 Attachment A: Sample Task Order Task Order to Master Professional Services Agreement between Woolpert, Inc. and ________________ Task Order # ___ Section 1. General THIS TASK ORDER, made and entered into this ___ day of , 20 , by and between Woolpert, Inc., whose address is _________________________________________, (hereinafter referred to as “Woolpert”) and ____________________ (“Client”), provides for Services by Woolpert under the Master Professional Services Agreement dated insert date, such Services described under Section 2 of this Task Order. • Woolpert Project Number: Insert if available • Task Order Project Title: Insert if available Client’s Representative • Name: • Address: • Phone Number: • Email address: Woolpert’s Representative • Name: • Address: • Phone Number: • Email address: Section 2. Description of Services The Services to be provided by Woolpert are identified in Exhibit A: Scope of Services to this Task Order, which is incorporated by this reference. **Developed at the time of Task Order** Section 3. Compensation to Be Paid to Woolpert Compensation to be paid to Woolpert for providing the requested Services is identified in accordance with Exhibit B: Compensation of this Task Order, which is incorporated by this reference. **Developed at the time of Task Order** Section 4. Schedule for Services The commencement date of this Task Order shall be . The services set forth in this Task Order shall be completed no later than , unless terminated or extended as provided in the Master Professional Services Agreement or by mutual agreement in writing. IN WITNESS WHEREOF, this Task Order, which is subject to the terms and conditions of Sections 1 through 4, Attachment(s), and the aforementioned Master Professional Services Agreement, is accepted as of the date first written above. ______________: Woolpert, Inc.: Signed: Signed: Name: Name: Title: Title: DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 8 Attachment B: Rates DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C 2024 Billing Rates First Name Last Name Department Job Title 2024 Rate John Ingram AV Leadership Market Director I 350.00$ Travis Vallin Aviation Sales Sales Director 350.00$ Eric Risner Aviation Delivery National Practice Operations Leader 330.00$ Jason Virzi Aviation Delivery Regional Practice Operations Leader 330.00$ Kirk Nielsen Aviation Sales Practice Ldr I 320.00$ Zachary Shuman Aviation Sales Practice Ldr I 320.00$ Jeffrey Borowiec Aviation Sales Prgrm Dir II 315.00$ Kari Campbell Aviation Sales Prgrm Dir II 315.00$ Edward Copeland Aviation Sales Prgrm Dir II 315.00$ Gregory Dyer Aviation Sales Prgrm Dir II 315.00$ Hilary Fletcher Aviation Sales Prgrm Dir II 315.00$ Thomas Mackie Aviation Sales Prgrm Dir II 315.00$ Marc Miller Aviation Sales Prgrm Dir II 315.00$ Joe Pestka Aviation Sales Prgrm Dir II 315.00$ Gregory Shuttleworth Aviation Sales Prgrm Dir II 315.00$ Christopher Snyder Aviation Sales Prgrm Dir II 315.00$ Aaron Smith Aviation Sales Prgrm Dir II 315.00$ David Wall Aviation Sales Prgrm Dir I 275.00$ Todd Anderson Aviation Delivery National Consultant II 315.00$ William Balliew Aviation Delivery Regional Consultant II 315.00$ Barb Fritsche Aviation Delivery National Consultant II 315.00$ David Fulton Aviation Sales Consultant II 315.00$ Fred Mitchell Aviation Delivery National Consultant II 315.00$ Dana Coutu Aviation Delivery National Consultant I 290.00$ Bradley Davis Aviation Delivery Regional Consultant I 290.00$ Craig Sparks Aviation Delivery Regional Consultant I 290.00$ George Davis Aviation Delivery National Planner Project Mgr IV 295.00$ James Miklas Aviation Delivery National Planner Project Mgr IV 295.00$ Morgan Einspahr Aviation Delivery National Planner III 265.00$ Maria Muia Aviation Delivery National Planner III 265.00$ John Cocanougher Aviation Delivery National Planner II 210.00$ Thomas Gwin Aviation Delivery National Planner II 210.00$ William Holder Aviation Delivery National Planner II 210.00$ Adam Ackermann Aviation Delivery National Planner I 165.00$ Bayley Costner Aviation Delivery National Planner I 165.00$ Drew Eisenberg Aviation Delivery National Planner I 165.00$ John Hall Aviation Delivery National Planner I 165.00$ Zachary Hazzard Aviation Delivery National Planner I 165.00$ Sarah Hinton Aviation Delivery National Planner I 165.00$ Gregory Sanders Aviation Delivery National Planner I 165.00$ Zachary Ambariantz Aviation Delivery Regional Engineer Project Mgr IV 295.00$ John Baer Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Curtis Brown Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Paul Fiore Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Matthew Gilbreath Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Benito Gonzales Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Jeffery Hogan Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Mark Lovato Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Kirt McDaniel Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Kevin Scherr Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Donald Smith Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Jon Weeks Aviation Delivery Regional Engineer Project Mgr IV 295.00$ Jesse Erickson Aviation Delivery Regional Engineer Project Mgr III 250.00$ DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C David Gotschall Aviation Delivery Regional Engineer Project Mgr III 250.00$ Tom Hart Aviation Delivery Regional Engineer Project Mgr III 250.00$ Derek Johnson Aviation Delivery Regional Engineer Project Mgr III 250.00$ John Monnig Aviation Delivery National Engineer Project Mgr III 250.00$ Alex Nodich Aviation Delivery Regional Engineer Project Mgr III 250.00$ Tracey Salazar Aviation Delivery National Engineer Project Mgr III 250.00$ David Washino Aviation Delivery National Engineer Project Mgr III 250.00$ Sebastian De Castro Aviation Delivery Regional Engineer Project Mgr II 200.00$ Isaac De la Cruz Aviation Delivery National Engineer Project Mgr II 200.00$ Rhonda Forde Aviation Delivery Regional Engineer Project Mgr II 200.00$ Cody Hunt Aviation Delivery Regional Engineer Project Mgr II 200.00$ Wayne Kinsel Aviation Sales Engineer Project Mgr II 200.00$ Laura Koonce Aviation Delivery Regional Engineer Project Mgr II 200.00$ Nicholas Kowalkowski Aviation Delivery Regional Engineer Project Mgr II 200.00$ Seth Kurtz Aviation Delivery National Engineer Project Mgr II 200.00$ Ryan Mccroskey Aviation Delivery Regional Engineer Project Mgr II 200.00$ Jeremy Packer Aviation Delivery Regional Engineer Project Mgr II 200.00$ Mark Shillington Aviation Delivery Regional Engineer Project Mgr II 200.00$ Danielle Tabb Aviation Delivery Regional Engineer Project Mgr II 200.00$ Rachel Leigh Aviation Delivery Regional Engineer Project Mgr I 185.00$ Victoria Sullivan Aviation Delivery Regional Engineer Project Mgr I 185.00$ Joel Wiechmann Aviation Delivery National Engineer III 275.00$ Dane Hurst Aviation Delivery Regional Engineer II 200.00$ Matthew Gillespie Aviation Delivery Regional Engineer I 180.00$ Timothy Rhoades Aviation Delivery Regional Eng Designer III 235.00$ Jeff Pauley Aviation Delivery Regional Eng Designer III 235.00$ David Conway Aviation Delivery Regional Eng Designer II 195.00$ Gaster Firrie Aviation Delivery Regional Eng Designer II 195.00$ Scott Henderson Aviation Delivery Regional Eng Designer II 195.00$ James Morehead Aviation Delivery Regional Eng Designer II 195.00$ Michael Sherman Aviation Delivery Regional Eng Designer II 195.00$ Amy Teigen Aviation Delivery National Eng Designer II 195.00$ Violet Bernal Aviation Delivery Regional Eng Designer I 150.00$ Fernando Valenciano Aviation Delivery Regional Eng Designer I 150.00$ Nicole Borzu Aviation Delivery Regional Engineer in Training II 175.00$ Amanda Gross Aviation Delivery Regional Engineer in Training II 175.00$ Min Soo Kim Aviation Delivery Regional Engineer in Training II 175.00$ Brendan Moore Aviation Delivery Regional Engineer in Training II 175.00$ Collin Petri Aviation Delivery Regional Engineer in Training II 175.00$ Patrick Ver Aviation Delivery Regional Engineer in Training II 175.00$ Battai Hunton Aviation Delivery Regional Engineer in Training I 160.00$ Don Chu Aviation Delivery Regional Engineer in Training I 160.00$ Alexander Kon Aviation Delivery Regional Engineer in Training I 160.00$ Jacob Madrid Aviation Delivery Regional Engineer in Training I 160.00$ Fu Zhang Durandal Aviation Delivery Regional Engineer I 180.00$ Aaron Apodaca Aviation Delivery Regional Engineering Techn III 160.00$ Lynn Bateman Aviation Delivery Regional Engineering Techn III 160.00$ Robert Bell Aviation Delivery Regional Engineering Techn III 160.00$ Timothy Ohlemeyer Aviation Delivery Regional Engineering Techn III 160.00$ Derek Walton Aviation Delivery Regional Engineering Techn III 160.00$ Sherilyn Bennion Aviation Delivery Regional Engineering Techn II 145.00$ Tayla Brusseau Aviation Delivery Regional Engineering Techn I 120.00$ Tony Ori Aviation Delivery Regional Construction Mgr IV 245.00$ Michael Quinn Aviation Delivery Regional Construction Mgr IV 245.00$ Stuart Schiff Aviation Delivery Regional Construction Mgr IV 245.00$ DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Anthony Brusseau Aviation Delivery Regional Construction Manager III 215.00$ Robert Hall Aviation Delivery Regional Construction Manager III 215.00$ Robert Kleinhen Aviation Delivery Regional Construction Manager III 215.00$ Travis Dent Aviation Delivery Regional Construction Manager II 180.00$ John Long Aviation Delivery Regional Construction Manager II 180.00$ Carder Ullom Aviation Delivery Regional Construction Manager II 180.00$ Fenny Bhalodia Aviation Delivery Regional Construction Manager I 160.00$ Justin DeBerry Aviation Delivery Regional Construction Manager I 160.00$ Tyler Chapman Aviation Delivery Regional Construction Manager I 160.00$ Joseph Fountaine Aviation Delivery Regional Construction Manager I 160.00$ Sean Smith Aviation Delivery Regional Construction Manager I 160.00$ Phillip Van Wyk Aviation Delivery Regional Construction Manager I 160.00$ Jason Wehmeyer Aviation Delivery Regional Construction Manager I 160.00$ Andrew Remstad Aviation Delivery National Arch Project Mgr IV 295.00$ Adam Acree Aviation Delivery National Arch Project Mgr III 250.00$ Carla Fischer Aviation Delivery National Arch Project Mgr III 250.00$ Kevin Costello Aviation Delivery National Arch Project Mgr II 220.00$ Tadd Irvin Aviation Delivery National Arch Project Mgr II 220.00$ Stephen Boyle Architecture Arch II $ 200.00 Todd Allen Architecture Arch Designer II $ 154.00 Ryanne Simpson Architecture Arch Designer I $ 144.00 Joseph Setter Aviation Delivery National Arch Designer I $ 144.00 Jenay Plank Aviation Delivery National Arch Designer I $ 144.00 Justin Ness Aviation Delivery National Geospatial Project Mgr IV 295.00$ Paul Akers Aviation Delivery National Geospatial Project Mgr III 245.00$ Jennifer Kim Aviation Delivery National Geospatial Project Mgr III 245.00$ Sheldon Menezes Aviation Delivery National Geospatial Project Mgr III 245.00$ Melissa Rank Aviation Delivery National Geospatial Project Mgr III 245.00$ Prateek Sharma Aviation Delivery National Geospatial Project Mgr III 245.00$ Kevin Shirer Aviation Delivery National Geospatial Project Mgr III 245.00$ Dejan Damjanovic Aviation Delivery National Geospatial Project Mgr II 200.00$ David Hall Aviation Delivery National Geospatial Project Mgr I 180.00$ Ryan Bowe Aviation Delivery National GS Team Leader II 135.00$ Sean Kampe Aviation Delivery National Geospatial Phase Mgr II 155.00$ Keith Addison Aviation Delivery National Geospatial Specialist III 155.00$ Audra Payne Aviation Delivery National Geospatial Specialist II 135.00$ Kevin Donahue Aviation Delivery National Geospatial Specialist II 135.00$ Ryan Wagner Aviation Delivery National Geospatial Specialist II 135.00$ Vitaliy Baryshok Aviation Delivery National Geospatial Technician III 115.00$ Chris Giessing Aviation Delivery Regional Quality Control Manager 275.00$ Lauren Silcox Aviation Delivery Regional Grants Administrator I 135.00$ Jennifer Newpower Aviation Sales Sales Coordinator 320.00$ Marisa Fluhr AV Proj Coords Project Coordinator TL 145.00$ Katrina Akau AV Proj Coords Project Coordinator II 145.00$ Cheyenne Yancey AV Proj Coords Project Coordinator II 145.00$ Gabrielle Bohan AV Proj Coords Project Coordinator I 125.00$ Autumn Robertson AV Proj Coords Project Coordinator I 125.00$ Emily Yea AV Proj Coords Project Coordinator I 125.00$ Nico Gonzalez Aviation Delivery Regional Intern, Engineer I 95.00$ Patrick Pownell Aviation Delivery Regional Intern, Engineer I 95.00$ Caden Vanek Aviation Delivery Regional Intern, Engineer I 95.00$ Elliott Rosales Corporate Technical Writer I $ 135.00 Taylor Belt Corporate Graphic Artist I 135.00$ Joseph Gonzales Corporate Graphic Artist I 135.00$ Nancy Van Cleave Corporate Project Financial Analyst 155.00$ DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Pam Brun Corporate Project Financial Analyst 155.00$ Jennifer Jurk Corporate PA Team Leader $ 135.00 Dorie Craig Corporate Project Accountant 115.00$ Shelly Gompers Corporate Project Accountant 115.00$ Tyler Capparelli Corporate Project Accountant $ 115.00 Mary Pat Cross Corporate Project Accountant 115.00$ Office Vehicle Daily Rate 130.00$ Field Vehicle Daily Rate $ 135.00 DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 9 Attachment C: Title VI CIVIL RIGHTS NON-DISCRIMINATION 1. In all its activities within the scope of its airport program, Consultant agrees to comply with pertinent statutes, Executive Orders and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If Consultant transfers its obligation to another, the transferee is obligated in the same manner as Consultant. This provision obligates Consultant for the period during which the property is used or possessed by Consultant and Eagle County (the “Airport”) remains obligated to the FAA. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. 2. During the performance of this Agreement, Consultant for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities: a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 Stat. 252) (prohibits discrimination on the basis of race, color, national origin); b. 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964); c. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. § 4601 (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); d. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794 et seq.) as amended (prohibiting discrimination on the basis of disability), and 49 CFR Part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance); e. The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq.) (prohibits discrimination on the basis of age); f. Airport and Airway Improvement Act of 1982 (49 U.S.C. § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); g. The Civil Rights Restoration Act of 1987 (PL 100-259) (broadening the scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); h. Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implementing by U.S. Department of Transportation Regulations at 49 CFR Parts 37 and 38; i. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); j. Executive Order 12898, Federal Action s to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; k. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficient (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs [70 Fed. Reg. at 74087 (2005)]; and l. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC § 1681 et seq.). 3. During the performance of this Agreement, Consultant, for itself, its assignees, and successors in interest, agrees as follows: a. Compliance with Regulations: Consultant will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Agreement. b. Nondiscrimination: Consultant, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 10 identity), age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. c. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by Consultant of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. d. Information and Reports: Consultant will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the County or the FAA to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, Consultant will so certify to the County or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. e. Sanctions for Noncompliance: In the event of Consultant’s noncompliance with the non-discrimination provisions of this Agreement, the County will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to, cancelling, terminating, or suspending this Agreement, in whole or in part. f. Incorporation of Provisions: Consultant will include the provisions of this subsection in every contract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant hereto. Consultant will take action with respect to any subcontract or procurement as the County or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, Consultant may request the County to enter into any litigation to protect the interests of the County. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 11 Attachment D: FAA Provisions DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Guidelines for Contract Provisions for Obligated Sponsors and Airport Improvement Program Projects Issued on May 24, 2023 Page 7 Table 1 – Applicability of Provisions Provisions/Clauses Dollar Threshold Solicitation Professional Services Construction Equipment Property (Land) Non-AIP Contracts Access to Records and Reports $ 0 NIS REQD REQD REQD REQD n/a Affirmative Action Requirement $10,000 REQD Limited REQD Limited Limited n/a Breach of Contract $250,000 NIS REQD REQD REQD REQD n/a Buy American Preferences $ 0 REF Limited REQD REQD Limited n/a (1) Buy American Statement $ 0 NIS Limited REQD REQD Limited n/a (2) Construction $ 0 NIS Limited REQD REQD Limited n/a (3) Equipment/Building Projects $ 0 NIS Limited REQD REQD Limited n/a Civil Rights – General $ 0 NIS REQD REQD REQD REQD REQD Civil Rights - Title VI Assurances $ 0 REF REQD REQD REQD REQD REQD (1) Notice - Solicitation $ 0 REQD REQD REQD REQD REQD REQD (2) Clause - Contracts $ 0 NIS REQD REQD REQD REQD REQD (3) Clause – Transfer of U.S. Property $ 0 NIS n/a n/a n/a Limited REQD (4) Clause – Transfer of Real Property $ 0 NIS n/a n/a n/a REQD REQD (5) Clause - Construct/Use/Access to Real Property $ 0 NIS n/a n/a n/a REQD REQD (6) List – Pertinent Authorities $0 NIS REQD REQD REQD REQD REQD Clean Air/Water Pollution Control $150,000 NIS REQD REQD REQD REQD n/a Contract Work Hours and Safety Standards $100,000 NIS Limited REQD Limited Limited n/a Copeland Anti-Kickback $ 2,000 NIS Limited REQD Limited Limited n/a Davis Bacon Requirements $ 2,000 REF Limited REQD Limited Limited n/a Debarment and Suspension $25,000 REF REQD REQD REQD Limited n/a Disadvantaged Business Enterprise $ 250,000 REQD REQD REQD REQD REQD n/a Distracted Driving $10,000 NIS REQD REQD REQD REQD n/a Domestic Preferences for Procurements $0 NIS REQD REQD REQD REQD Info Equal Employment Opportunity $10,000 NIS Limited REQD Limited Limited n/a (1) EEO Contract Clause $10,000 NIS Limited REQD Limited Limited n/a (2) EEO Specification $10,000 NIS Limited REQD Limited Limited n/a Federal Fair Labor Standards Act $ 0 REQD REQD REQD REQD REQD Info Foreign Trade Restriction $ 0 REQD REQD REQD REQD REQD n/a Lobbying Federal Employees $ 100,000 REF REQD REQD REQD REQD n/a Occupational Safety and Health Act $ 0 NIS REQD REQD REQD REQD Info Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment $0 NIS REQD REQD REQD REQD Info Prohibition of Segregated Facilities $0 NIS Limited REQD Limited Limited n/a Recovered Materials $10,000 REF Limited REQD REQD Limited n/a Right to Inventions $ 0 NIS Limited Limited Limited n/a n/a Seismic Safety $ 0 NIS Limited Limited Limited n/a n/a Tax Delinquency and Felony Conviction $ 0 NIS REQD REQD REQD REQD n/a Termination of Contract $10,000 NIS REQD REQD REQD REQD n/a Veteran’s Preference $ 0 NIS REQD REQD REQD REQD n/a DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Woolpert, Inc. Professional Service Agreement MPSA-07/23 12 Attachment E: Insurance Certificate DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C Holder Identifier : 7777777707070700077763616065553330760604577214554607762217570416310071460577366103300752627757247677007726015572016756077600515704765300776263533245611207744435516274552077727252025773110777777707000707007 6666666606060600062606466204446200600002426224200006220224062242000062222060420402200622000604224200006202226242062220062222242600602200622000424022242206202044000662042066646062240664440666666606000606006Certificate No : 570104763039 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/28/2024 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. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 15792Underwriters At Lloyds LondonINSURER A: 25623The Phoenix Insurance CompanyINSURER B: 25658The Travelers Indemnity Co.INSURER C: 25615The Charter Oak Fire Insurance CompanyINSURER D: 25674Travelers Property Cas Co of AmericaINSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: Woolpert, Inc. 4544 Idea Center Blvd. Dayton OH 45430 USA COVERAGES CERTIFICATE NUMBER:570104763039 REVISION NUMBER: 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, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $15,000 $1,000,000 $2,000,000 $2,000,000 D 03/01/2024 03/01/2025P6300R561380COF24 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000B03/01/2024 03/01/2025 COMBINED SINGLE LIMIT (Ea accident)810-2W206561-24-43-G EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 $10,000 03/01/2024UMBRELLA LIABE 03/01/2025CUP2W73426524NF RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEC03/01/2024 03/01/2025 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 UB4W7689952443E Per Claim/AggregatePSDEF240112403/01/2024 03/01/2025 Clms Md - Prof/Pollution $750,000Deductible E&O - Professional Liability - Primary A $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Any and All Projects. Eagle County and all entities are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein are Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEEagle County Attn: Josh Miller 219 Eldon Wilson Road Gypsum CO 81637 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: DE178BA5-E3D8-4E8E-A776-6860C9E1522C