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2020 BOARD OF TRUSTEES RESOLUTIONS 20-85 - 20-124
2020 Board of Trustees Resolti iNomwjlwons 20m85 - 20-1 24 • • • RESOLUTION NO.20-85 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ISSUING A NOTICE OF AWARD TO HUDICK EXCAVATING, INC., REGARDING CONSTRUCTION SERVICES FOR THE FIRESTONE RESERVOIR NO. 1 SUPPLY AND DELIVERY INFRASTRUCTURE PROJECT WHEREAS, the Town of Firestone ("Town") is in need of construction services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project, which tasks include construction of two pump stations, irrigation ditch diversions, return flow pipeline and associated system controls and appurtenances; and WHEREAS, the Town requested bids for such work. and has selected Hudick Excavating, Inc., as the lowest, responsive qualified bidder. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Board of Trustees of the Town of Firestone hereby issues a -Notice of Award to Hudick Excavating, Inc., for construction services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project and authorizes the Mayor to execute the Notice of Award. INTRODUCED, READ AND ADOPTED this(~day of , 2020. it `,'TOWN � V 10 m'. 5* )¢° ATTEST: Va Koenig, CMC To rk 0 0 oRM: William POAKJAii, Town Attorney TOWN OF FIRESTONE, COLORADO '�Obk4 1�1 ritkil - bi Sindblk, Vayor . SECTION 00510 NOTICE OF AWARD • Date:_ September 14, 2020 Project: Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project Owner: Town of Firestone Owne s Contract No.: W2020-9529 Contract: Construction Services Engineer's Project No.: 5435-006 Bidder: Hudick Excavating Inc. dba HEI Civil Bidder's Address: 5460 Montana Vista Way, Castle Rock, CO 80108 You are notified that your Bid dated _September 4th 2020 for the above Contract has been considered. You are the Successful Bidder and are awarded a Contract for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Proiect. The Contract Price of your Contract is $_7,O16,948.45 (seven million,. sixteen thousand, nine hundred forty-eight dollars and forty-five cents) Three (3) copies of the proposed Contract Documents (except Drawings) accompany this Notice of Award. Two (2) of the Drawings will be delivered separately or otherwise made available to you immediately. You must comply with the following conditions precedent within ten (10) days of the date you receive this Notice of Award. 1. Deliver to the Owner three (3) fully executed counterparts of the Contract Documents. 2. Deliver with the executed Contract Documents the Contract security [Bonds] as specified in the Instructions to Bidders (Article 20), General Conditions (Paragraph 5.01) and Supplementary Conditions (Paragraph SC-5.01). Failure to comply with these conditions within the time specified will entitle Owner to consider you in default, annul this Notice of Award and declare your Bid security forfeited. Within ten days after you comply with the above conditions, Owner will return to you one fully executed counterpart of the Contract Documents. Owner: By: 0 Copy to Engineer EJCDC C-510 Notice of Award Prepared by the Engineers Joint Contract Documents Committee and endorsed by the Construction Specifications Institute. 00510-1 of 1 • 0 RESOLUTION NO.20-SG A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND WENCK ASSOCIATES, INC'., FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE FIRESTONE RESERVOIR NO. I SUPPLY AND DELIVERY INFRASTRUCTURE PROJECT WHEREAS, the Town of Firestone ("Town") is in need of construction management services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project ("Project"); and WHEREAS, as Wenck Associates Inc., has been involved in the design of the Project it is uniquely well positioned to provide the Project's construction management services. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF "TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Wenck Associates, Inc., for construction management services for the Reservoir No. 1 Supply and Delivery Infrastructure Project is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this day of , 2020. ATTEST: Koenig, CN;Z"Town Clerk AS Williaifi P` Jjayashi, Town Attorney TOWN OF FIRESTONE, COLORADO '16&- � �, 44 bi Sin M1 , Mayor • AGREEMENT FOR PROFESSIONAL SERVICES THIS AGNT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this day of ,, Q4)J!_, 2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and Wenck Associates, Inc., a Minnesota corporation and an independent contractorwith a principal place of business at 1800 Pioneer Creek Center, Maple Plain, MN 55359 ('Contractor) (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Firestone Reservoir No. 1 Supply and • Delivery Infrastructure Construction Engineering (W2020-9533) B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. Il. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor on an hourly rate plus expenses not to exceed an amount of 377 075.00. This amount is an estimate and is provided in Exhibit B, attached hereto and incorporated herein by this reference and includes all fees, costs and expenses that may be incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses without prior written • approval. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to reuse such component design details, features and concepts on other projects, in other contexts or for other clients. 0 • VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall • contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. VI I I. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of • Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of tabor and Employment to confirm the employment eligibility of all employees who are newly hired to -perform work under this Agreement. . B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program, 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract With the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that E • the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Goveming Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification, This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunit . The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, of seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. 0 • J. Rights and Remedies. The rights and remedies of the Town under this Agreement are In addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent wilh Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ATTEST: Viy 01a Koenig, Town C VaAS TO FORM: William Ryflshi, Town Attorney ATTEST: TOWN OF FIRESTONE, COLORADO Tk& ' - Mayor, Bobbi Sindelar WENCK ASSOCIATES, INC. By: Print: s L— D L 4 Title: ! r r"` • DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program I, , as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. 1 have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature Date 0 STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to (or affirmed) before me this _ day of 2020, by as of My commission expires: (S E A L) Notary Public • EXHIBIT A SCOPE OF SERVICES • • 0 APPENDIX A I Scope of Services Wt.)& Will provide, the 1611owing -construction related Services for the Firestone Reservoir No.. 1 Delivery strt�ctlyre Project, Our.scope assumes a one-year Construction .. $ypply�pp.d: -.Infra witb..part -time Oostrucaoh mana geh?eht'and ihspc�etjof7 . Provid6d throughout, Nodificatlohs to the constriction schedule will affect our scope and budget, TTAsk-le—C, 6h;rANPOOO:;Mana9 . e r'.. e nt We'nck shall complete:. Management tasks -listed below. All work' shall be 00fterned:by or supervised by:la professional eng.ineer'licensed;; In the State of Colorado. Wot* Products.: A. CbndUct a prO-cohWoctlon conference; Prepare an agenda for the conferibncfe and prepare and distribute minutet, The pre -construction conference will include, but not be limited to, a dIsc.9ssi9npf:thq projectstartup, project schedule, staffing, submittals, :imittals, proces5ft "payment applications, critical work sequencing,. change. orders, record documehts, permit compliance and project safety. B. review and -comment on the Contractor's initial and updated: construction schedule and advise the 'own a.s to acceptability.; C. Attend weekly progress zmedtings to. review and, discuss construction procedures and pro.gr,..essi sPN#QIJI.09-, engineering management procedures, and .other Matters. cohoerning thi projeltt- D. 1116V16W tsubmittalsi woik- plans and 'other data submitted by � the Contractor as. required by the construction r_ Ontract Documents, Engineers:review $hall" be to Ossur e cQnt6rmIf y to the., construction Contract Documents, E. Receive:atid review to guarantees, tests and approvals which assembled by the Contractor in accordance with construction Contract: documents:, F. Interpret -'conptruct!qn. Cqntract docorO.Lints when reqvested to do so by the Town or Contrad6r. Forfnalty respond to"any R6questsfbr Information (BFI's). G. Give written nqfi.fic4.tI(.3n.s of.observations - regarding defects or deficiencies in the Contractor'sc . I work relating to �compllan e with; 4ravyings, specifications; and -contract documents. H. Advise Contractor or its superintendent of the commencementof any work requiring :shop.drawing drawin or submission.bas not been. accepted. W.jng or sample submission. if the ..g 1". N6VIdo documentation and, administer the pr6c:e'§§jri' of change orders, Including :64i iGtlbris:,Fbr`eXtensjbn of - construction time. Evaluate.the cost and schedu ling. aspects of all change orders. -.and, where necessary, neg.otlate with the- Contractor. Said negotiation- sh.aIl.,Oe,!suOept,t'o. the prior approval of the Town, .J. Review: aril process the Contractor's monthly payment requests, and forward to the T6Wh�:Wheh-:aOP.f.b-OrIate,: Engin6ers review shall be for 'Making a- full Independent. Ma: thematical"check; of the Contractor's payment request, W E N C K 2qopon';W parftu. e*Cflx1DrW autc az. -APOENDIN A I Scope. of Services .0 t6 s'k:: 2-.:Fuld b S Wdfick-shbll,c'omplete the Field Observation tasks listed below. All work shall -be performed by o.rsppervlsed by 1"a professionpi �en engineer 1.1censed,in the State of Colorado. L - 9. Work.Products.- A; Staff -the construction site part4lme'to observe progress of the work and -administer the. projed. 13, Condyc(. periodic: Qnsite observations. of the work -to help determine if the work is prppeqdIng in opp-pr0ance with the constroOlon',contir.a.ct documents. C. Monttot the0§ngesin thd:aopariaht Integ.rity of;the site (such as differing subsurface and physical conditions, existing structures, and:.site related utilities when such utllitles are exposed) rpstilting frorp construction related activities during periodic Inspections. D; Periodically observe materials, equipment, and supplies delIV6ted to the worksite. P,Oject..,�thzitOrials...eqiiip'm'eht,:8hd supplies Which do not c6nform to the construction contract documents. E, Rbri6ditally 6bs&v&m6terj6Is testln§:as. required. by the Contract Documents. This 'task assumes fh6t material testing services will. be provided by the Town's agent(s). F; Piarloftally tests of OquipMerit., structures, pipe and appurtenances arild :review, the to:massure conformity With the contract speclfiCatlon% lnf6rming'the'T.bwn of results as appropriate. 1. Aiq.po.!ri to the `T6Wnw9rk. whi.ch is known. to be defective; or which falls any required Inspections, tests,::orapprovals, Or has been -damaged ptlor to final payment; : and 6dvi§e Whe4herthe -work should be: -corrected or`r6jected or should be uncovered for observation, or requires special testing., -inspection-, or approv6l, K Maintain wphotooraphandj& Video file d6cUmenting periodic site visits and provide same:to:the Tbw.n;uppn;project compicitio.n... J'ReviaWL 'and..respond to Contractor claims for differing subsurface and physical Cal I P0.10dital ly-obs.erve on-.s.ite..compactlon.de hEiity testing services during construction, and f0ieW-test'resUlt§ f6f co0hpliante With. the pl a'hs:and specifications, K., Assist-with:6eI sst �an-eF16.IdOrdorsorWork Chan.g0.'Ditert!Vesasnecessary to-eftdre .cohf6rmanc6,,6f wdrk;produicts; With the overall deMgn-Interif. 700kV.4 Wendk shall>i:ornplesbaAh6: Project Closeout tasks listed below. Ali work shall be, performed by or supervised by a, -professional engineer 'licensed in the State of Colorado, Work Products. - W E N C K 3 panw yi12, _proN.j5%2q20k , fwVp!T qtTk L Firfttqw. PI Iv9pa I saLRvG HO.Otm APPENDIX I SWpeof5ervi.ce.s & Provide cipolifloo staff io: assist the Town with startv'o and conroissioning of the completed prbi&t.- 13', Upon substantial qQmpIeUQn.j observe the. construction work and prepare aL punch-Ilst 'of the Items to: 15.9 completed or, corrected before final ;5'U�'Mit- results -of the. Ihs completed Contfacl:60- an . . aCceptance of the pr9fect. and the. Town. Q.PPn PMO.lefiort or. correction of all: tems of work on Oie punch list, conduct afinal QbservationW . determine If the: Work W completed. ProVide writte'ri-recornmendatibos h� I td.the,Tbw .. co tjcL 6 r6inigsflol pay6ent, including a list of Items, If any, to be completed prior'to ma.k.!ng-:su6.h. payment, b-, As -Constructed Drawings.: s; Maintain a -markedset: of drawings and specil'i cations based on n personal obsewations and data provided by the Contractor. Upon completi'ns cif the project, revise tk' . . construction. Ora1w.1095.and produce an:At-Constructed set.of Record Dr4Wihgs. Submit draft copies of thedraWin'gs'to the T-oWfi for review, Prdvide zi final elec't'ronit'c6py dd,6atbd in a supported "version of AUT-ODESK/CIVIL 3D, E. -Coo rOI(1ptq;-PrqJq6t �IbSeOot- Wlth. -Migyant p -agqncks and project stakeholders 1rf0001.rig t4oJpWi) Fire8ton-0,.and Colbeadb State Engineer. F. :CdrnpI6t6 ID and �;s'u'bM!t:a.fi.hbl:constructi6n reportIoAhe Town. Report shall detail overall consop actIVAI . es, issues encountered and how issues were addressed and . any changes construction.: ,, n.i.a.0e.-queln c— 0 .. I . 0 .0, Prpv. -OL and. maintenance-manuals/data to,the Town. H. warranty Abelbd ls-'Ornpiete, Advise the Town :of :warranty ite. ; I ms. provide Notice: to Contractor; regarding warranty Items. WENCK 4 ROPOWO perC� Cpwnd mu6m CHICY-wila F-O'Lft- 0 • C AFiPENDIX-D I Cost Estimate The Wenck-:prqj� for baseline scope �#,fq�mpjrqpqses a budge(of $377.,075.-,Oo be allocated P, of%06kwill 'not exceed the authorized budget without :6btaining:vritten approval from the Town. We'rick shM1 bill on a Time and Materials basis per olirL.2020 176e Sithedble-Ott6ched)., A.sumf�dary of the estimated costs associated with the scope .Es included: in Table. 2. below. A d6talled breakdown. Is: avallable upon request. We. maid e'theJ-qijoW1 nq As'S'Onlptions to: deveipp. . our costs: Assumesi=year sthedule. .0 49 work weeks As.s..UMes' 5=daV W6rk-*pe*. 0 0 WENCK 0 APPENDIX D I Cost Estimate. WENCK WEST .2020 FEE SCHEDULE. Labor Category H16urly Rate Prih10al.:'Sti'ehtist/Engir!60e $190.00 Pt6jtct ]Vl6nsqer- $180100 :Senior. Sdehtfst/Ian qine6t $155.00 Cbhsttuctfbn Manager $137.00 Project En&eer/Scientist 135.00, :S8hior Desidner AdmJnl' tirdti& -$95.00 Clerical $90-00 CADglTechnician rl $,80m Other.01keaCostg Rate ........ $0-65/mde or IRS rate:approved appro ed L " , " ' ' L " r " ' ' 'Lr , . Airfare ...... ......... * ....... .................. — ....... .......... @ Cost Per Diem f .14=8roakfpst;.$I6 Lunch, . 26-Dinner) ...... ..................... �1-456/day ...... .....:..@ Cost i.i..'.$75/day .............. , ......... ....... * .... .............................. _, ........ $75/dayi B1kk'.4nd Whk6 t6lifisl; ....... ............................................................. $0.15/ea or @ Cost* ......... . ........ .$Q..9O/eb or @ Cost* Transparent apd Color B46d, 810a .................... va .......... �_. $3.00/ea or @'Cost* Water, roof Plbts .... ....................... ............... ........................ �..; ........ i$3.00/eai or ,@ Cost* . . ..... 1 k* M- ........... ........... P ......... 5.00/ea 1"i'(0 0 Co Total -tt�ii.6n.and ljata:liecorder ......................... .................. $160/day $12$/dajY Water Qual�ty;Meters:(PHy j6ft, Turl)l.dlty, ....... .............. . ............ $50/day, Water tovd-Meter.; ....... $P5/day loo,QFoot pooth Sounder .... ..$35jd6ysefhfillpmeter... ...... i125/da Fow/Oltchat96 Meter.," ... ..... sso/daySediment........................... . . $25/day .Sam ...... ....... .......... ; ....... $75/day -Umps Fi61dpllhg 0 .(peristaltic, p. ........... ......................................................... $751.day Mlcro.,R Meter. .................. j ......... ..l ...... $25/day RTK Differ6ht(6i.G13S SUrveying. Unit.,. ......... ............ I .......................... $5Q0/day NOt ear.Qehslty T6stln'q ......... ........... i., .......................... ,; ...... Aqo6stk bopp " lerLCOrre.nt Profiler._.k� ......... ........... i ..........Y. ........... ic ,o4s�ImObWs (lath, tiakf.-s,. lb6flLOrS' - Ntiiggies, etc.) ................................................. @ -Cost r Contract Services/Subcontractors ......... ...... i ...... ? ............ O'.Cost Outside -Sourced Testing', Mohit6rlh' and Reviiaf EqtjlprYie"nt ......................... @ Monitoring, Vr . . -cost e... 11-1.1 ................ - ..... m.. I ............. ........ ....... ........ Cost invoices r"a'rq.d , Yq P09P pnese4 , ta , ti , on i ;-'Ihvol.qe balances not paid Within -thirty (30) days of InVolce' date ,are: subject tol � 11�4/& -it 1-8016 annual) interest. of fibpnce chArge; i 'aces106.644' �f6� 'services' j.juste an0vallyL. .:Subcontracted will be billed at cost. *: ftn- 6 Tech.96logy/Communication fieof 54/vof total W6nck labor costs W11166:4d , . i Ms will not be-'b lied IridivIduaffy. 16dto each invoice an -Ae Croples,.1ransparencles. -waterproof plot s -Mylarst Where a deterrn ination Is. made that it Is cost seijdvork:-W;O`Lil;sIde s&Ql6es receipts will be, pirbVided, WENCK 2 P4. 0!1111QQ 19-02 Arg -Evt� Ct V. n . 0 0 0 RESOLUTION N0.20-87 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN CESARE INC AND THE 'TOWN OF FIRESTONE REGARDING GEOTECHNICAL ENGINEERING SERVICES FOR THE FIRESTONE RESERVOIR NO.1 SUPPLY AND DELIVERY INFRASTRUCTURE PROJECT WHEREAS, the Town of Firestone ("Town') is in need of geotechnical engineering services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project (Project"), and WHEREAS, as Cesare Inc., has been involved in the design of the Project it is uniquely well positioned to provide the Project's geotechnical engineering services. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Cesare, Inc.; for geoteclulical engineering services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project is approved in substantially the same form as the copy attached hereto and made a pail of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thiXAy of� e, �' ; 2020. Cleric i, Town Attorney • TOWN OF FIRESTONE_,, COLORADO Tab& �1'ti rjel�(� bi Sindel Mayor 0 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into thisroWAday ofr2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and Cesare, Inc., a Colorado corporation and an independent contractor with a principal place of business at 7108 South Alton Way, Building B, Centennial, CO 80112 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: i. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Firestone Reservoir No. 1 Supply and Delivery Infrastructure Geotechnical Engineering (W2020.9534) • B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. IL TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. Ill. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor on an hourly rate plus expenses not to exceed an amount of 94 450,00, This amount is an estimate and includes all fees, costs and expenses that may be incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses without prior written approval. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days • of receipt. 0 IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and. has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire," To the extent, if at all, that it does not constitute a "work is made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design forthe Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. VIII. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and As officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any 0 officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor • B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractors obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherWse resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. ions. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C. R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. 0 • E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration, This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shalt be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. • L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date, • ATTEST: Q"- R J , - "/,(- Print Name; • CESARE, INC, By: Print: __ K. Craig Vaughn, P.E. Title: Senior Principal • DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program I, , as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") With the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature Date STATE OF COLOIZADO } ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to (or affirmed) before me this _ day of 2020, by as of My commission expires: (SEAL} U Notary Public • EXHIBIT A SCOPE OF SERVICES • • Gfd%ilirlaofk'ngliieers'iE:Coutllorti�lut�rtalsCau�ruitariL : July 7, 2020 Mr. David B. Lindsay, PE Colorado Civil Group, Inc. 2204 Hoffman Drive Loveland, CO 80538 dlindsay@ccginc.us Subject. Proposed Construction Materials Testing Services Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project Town of Firestone, Colorado Proposal No. F200610 Dear Mr. Lindsay: Cesare, Inc. (Cesare) is pleased to submit this proposal for construction materials testing during construction of the Firestone Reservoir No. 1 in Firestone, Colorado. It is Cesare's understanding the work will be performed for the Town of Firestone (Client). The facility was designed by Acuity, LLC in a collaborative effort with Wenck Associates. A general contractor has not been selected. Geotechnical engineering to support the final design of the project and adjacent proposed Saint Vrain Water Treatment Plant was performed by Cesare, Inc., making our firm uniquely qualified to provide the requested services. Cesare is a consulting engineering firm established in 1987 specializing in materials engineering, geology, geologic hazards, geotechnical engineering, forensic engineering and failure analysis, quality assurance/quality control (QA/QC), construction observation, and construction materials testing. Cesare's headquarters are in Centennial, Colorado. Cesare has offices in Frederick, Colorado to support our northern Colorado and Wyoming client needs, and one in Summit County to serve central and western Colorado. Cesare's main laboratory facility in Centennial, Colorado is nationally accredited and validated. The "Cesare Team" consists of over 60 engineers, geologists, field/laboratory technicians, and support staff, is qualified and excited to satisfy the QA/QC requirements for the Saint Vrain Water Treatment Plant. Cesare is fully prepared and committed to focus the required resources to this project to complete all deliverables and participate in the extensive collaborative efforts, which will be necessary to successfully complete this project. Based on information provided, Cesare understands services will be required on a part-time basis for the duration of the project for fill placement, cast -in -place concrete, dental concrete, utility and pipeline backfill, subgrade preparation, and road construction. The contractor's daily work schedule is currently unknown, but for the purposes of this proposal, Cesare assumes the contractor will work 8 hour days, 5 days per week, for an estimated duration of 12 months. The Saint Vrain WTP is anticipated to be in construction concurrently with Firestone Reservoir No. 1. It is very likely that Corporate Office: 7108 South Alton Way, Building B o Centennial, CO 80112 Locations: Centennial o Frederick a Silvertharne a Salida/Crested Butte Phone 303-220-0300 * www.cesareinc.com 0 CESARE, INC. staffing efficiencies may be derived while covering the simultaneous projects. It is appropriate to treat the projects separately as they both will require full time testing and observation for significant Intervals of time. Based on Cesare's understanding the following program is proposed: • Cesare will provide qualified engineering technicians with the necessary equipment to perform the specified testing for soil, aggregate, cast -in -place concrete, dental concrete and paving. If needed, an additional technician will be available at your request during times where simultaneous operations may demand broad coverage. Field equipment is captured in the hourly rate and includes, but may not be limited to, the nuclear densometer, vehicles, equipment to perform 1-point Proctor tests, sieves for gradation analysis, slump cone, air meter and cylinder molds, • Firestone Reservoir No. 1 is primarily an earthwork construction project. Compaction testing of embankment, liner and utility backfill will be performed on a full-time basis during soil placement or as otherwise directed by the engineer. Soil samples will be collected periodically and when material changes are observed. Samples will be delivered to our laboratory for moisture density relationships and classification testing. • During concrete placement, as per specification, sets of five cylinders will be molded once per each 8 hour day or every 100 cubic yards whichever Is more frequent. Two cylinders will be tested at 7 days, two cylinders at 28 days and a hold cylinder will be reserved for a 56 day break or as requested by the engineer. • Testing of concrete aggregates will be performed as directed by the engineer. • Cesare will submit a weekly summary of testing in digital format. Test results will be delivered verbally at the time of testing. • Mileage will be included in the hourly labor rate. • A project manager and technical administrative staff will be assigned to provide necessary resources to field personnel, interface with the client, review the daily reports from the field technicians prior to final issuance to the client, etc. • Upon completion of the project, a final summary report will be submitted presenting all field and laboratory test data including a substantial completion letter signed and stamped by a professional engineer registered in the State of Colorado. Cesare proposes to provide the above services on a time and materials basis. As stated previously, with strong communication and coordination with the Saint Wain WTP project, testing fees could be significantly reduced. If for unforeseen reasons, the project extends beyond September 30, 2021, the rates presented herein will escalate 3% and again 3% per year, effective January i of each calendar year thereafter. The following scope was developed after discussions with Mr. Lindsay, review of the design documents prepared by Acuity and Wenck Associates and the tentative construction schedule discussed. Engineering Technician time (4 hour minimum, per day, per technician) Technician overtime (not anticipated) F200610 Firestone Peserva€r No 1 Proposal 07.07.20 1000 hours @ $68/hour $68,000 0 hours @ $91.80/hour $0 2 CESARE, INC. Offsite laboratory testing (Proctors, gradations, Atterberg, swell, etc.) (estimated $1000/month) 12 months @ $900/month $10,800 Concrete Compressive strength specimens 40 each @ $15/each $600 Senior Project manager 85 hours @ $135/hour $11,475 Administrative support 65 hours @ $55/hour $3,575 Total Estimated Cost $94,450 It Is Important to note that Cesare makes every effort to scope projects in a way that minimizes the likelihood of substantial change orders. Assumptions have been made to arrive at the cost estimate shown above. Final costs are primarily a function of the construction schedule, duration, sequencing and efficiency of site operations. Should the project extend beyond the anticipated 12 month schedule, the above rates can be used to forecast additional QA/QC costs. Consultation and unanticipated laboratory testing, if required, will be invoiced at the unit rates listed in our current schedule of fees, attached. PR03ECT SCHEDULING Cesare requires a minimum 24 to 48 hours' notice for all testing and construction observation. All requests for services on weekend days must be scheduled by 3:00 PM on Thursday. All scheduling must be conducted through Cesare's assigned project manager or main office and not through field personnel unless other arrangements are made prior to Cesare rendering services. Should additional services be required outside this scope of service, they may be provided at the hourly rates listed in our current schedule of fees, only after Client's authorization in writing. Our proposal assumes a workday of 8 hours and a workweek of 40 hours. Fees exceeding 8 hours per day or 40 hours per week and hours worked on weekends will include an Overtime Premium at a rate of 1.35 times the rates indicated in our schedule of fees. Hours worked on Cesare paid holidays will be invoiced at 2 times the standard rate indicated. A Night Shift Premium will be invoiced at the Standard (Rate plus $5 per hour (6 PM to 6 AM). Samples collected and subjected to testing, if any, will be disposed of after testing is completed. Samples not subjected to testing, if any, will be disposed of thirty (30) days after submittal of the report for which the samples were collected. TERMS OF AGREEMENT Cesare shall perform its services proposed above, subject to these terms of agreement (Agreement), in a manner consistent with that level of care and skill ordinarily exercised by members of the same profession currently practicing under similar conditions in the location of the project. No warranty or guarantee, either expressed or implied, is made or intended in our proposals, contracts, or reports. The Client recognizes that subsurface conditions may vary from those encountered at the location where borings, surveys, or explorations are made by Cesare and that site and material conditions may vary. The data, tests, observations, interpretations, and recommendations made by Cesare are, therefore, based solely on the Information available and obtained by Cesare. Cesare will be F200610 Firestone Reservoir No 1 Proposal 07.07.20 3 • CESARE, INC. responsible for those data, interpretations, and recommendations as indicated above, but shall not be responsible for the interpretations by others of the information developed. Cesare is not responsible for knowledge of previous studies on the subject property unless they are made available to Cesare and their review made part of this Agreement. In performing services under this Agreement, Cesare shall be entitled to rely upon the accuracy and completeness of reports, plans, specifications, and recommendations prepared by other consultants retained by the Client and Cesare shall not be held liable for any actions, allegations, claims, or damages resulting from errors or omissions as a result of such reliance. In the event the dient presents a claim against Cesare at law or otherwise, for any alleged error, omission or other act arising out of the performance of our professional services; and the client fails to prove such claim upon final adjudication, then the client shall pay all costs incurred by Cesare in defending itself against the claim, including but not limited to personnel -related costs, attorney's fees, court costs and other claim -related expenses. INVOICES Invoices will be submitted monthly and on completion of services and are payable on receipt unless other arrangements have been made. Cesare reserves the right to apply an interest charge of 1.5% per month to unpaid balances commencing thirty (30) days from the date of invoice and/or to cease . service on any continuing project where invoices are more than sixty (60) days past due Attorney's fees and other costs incurred in collecting delinquent amounts shall be paid by the Client. PROPOSALS Written technical proposals and engineering/consulting fee estimates are provided on request. Technical proposals and fee estimates are valid for sixty (60) days from the date of the proposal after which it is subject to review by Cesare. A revised proposal and fee estimate may be submitted. RIGHT -OF -ENTRY Client will provide for right -of -entry of Cesare and all necessary equipment to complete the proposed services. While Cesare will take reasonable precautions to minimize damage to the project property, It is understood by Client that in the normal course of work, some damage may occur, and unless otherwise stated in Cesare's scope, the correction of which is not part of this Agreement. UTILITIES Client and Clients contractors shall be responsible for designating the location of all onsite utilities and subterranean structures, especially as required by law. Client agrees to indemnity and hold Cesare harmless for damage to any utilities or subterranean structures (irrigation lines, telephone wires, pipes, tanks, etc.) whose locations are not marked, or are not clearly marked, or are not marked accurately in the field prior to Cesare's arrival onsite. 3OBSITE SAFETY Neither the professional activities of Cesare, nor the presence of Cesare or its employees, and/or subconsultants at the project site, shall relieve the Owner or Owner's representatives of its F200610 Firestone Reservo]r No 1 Proposal 07.07.20 4 CESARE, INC. obligations, duties, and responsibilities with any health and/or safety precautions required by any regulatory agencies. Cesare and its personnel have no authority to exercise any control over any other contractor, consultant, or their employees In connection with their work or any health and/or safety programs or procedures. The Client agrees that other contractors or consultants shall be solely responsible for jobsite safety, and warrants that this intent shall be carried out in the Client's contract with other contractors or consultants. OWNERSHIP OF DOCUMENTS Unless otherwise agreed in writing, all documents and information prepared by Cesare in connection with the performance of its services, including, but not limited to, Cesare's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data, and other similar documents (collectively "Documents) are and shall remain the property of Cesare. Cesare has the right, in its sole discretion, to dispose of or retain the Documents. The Documents may be used by Client only in connection with completion of the subject project. Upon receipt of payment in full, Cesare grants to Client a non-exclusive license to use the Documents in constructing, maintaining, or renovating the subject project. Client agrees not to alter the Documents, use the Documents for any other project, or distribute the Documents to any third party. To the maximum extent permitted by law, Client shall defend, indemnify, and hold Cesare harmless against all claims arising out of the unauthorized alteration, distribution, or reuse of Cesare's Documents. Client shall not assign and/or transfer, directly or indirectly, in whole or in part, the Documents to any third party without Cesare's prior review and written consent. INDEMNIFICATION The Client expressly agrees to indemnify and save harmless Cesare, its officers, agents, employees, successors, and assigns against any suits, claims, demands, or actions, which are brought against Cesare, its officers, agents, employees, successors, and assigns for or as the result of any injuries or damages received or sustained by any person, firm, or corporation; or persons, firms, or corporations, resulting from the Client's negligent acts, errors, or omissions and those of their contractors, subcontractors, consultants, or anyone for whom the Client is legally liable, and arising from the project that is subject to this Agreement. Cesare is not obligated to indemnify the Client in any manner from the Client's own negligence. Cesare's services in connection with this Agreement shall in no way subject the Consultant's individual employees, officers, or directors to any personal legal exposure for any services associated with this project. MEDIATION In an effort to resolve any conflicts that arise from the services of this Agreement, the Client and Cesare agree that all disputes between them arising out of or relating to this Agreement shall first be submitted to non -binding mediation, unless the parties otherwise mutually agree in writing. F200610 Firestone Reservoir No 1 Proposal 07.07.20 5 ,7 CESARE, INC. INSURANCE Cesare has coverage under public liability, property damage, and professional liability insurance policies as Cesare deems to be adequate. Certificates for such policies of Insurance shall be provided to Client upon written request. LIMITATION OF LIABILITY To the maximum extent permitted by law, the Client agrees to limit Cesare's total aggregate liability to Client and others for all injuries, claims, losses, damages, and expenses (including costs, expenses, attorney fees, and interest) arising out of Cesare's services to the sum of $50,000 or Cesare's fee for services rendered pursuant to this Agreement, whichever is less. This limitation shall apply, regardless of the nature of the claim made or the cause of action or legal theory pled or asserted. Further, in the event of a claim, Client agrees that as its sole and exclusive remedy, any claim, demand, or suit shall be brought against Cesare as a corporation only, and not against any of Cesare's individual employees, engineers, agents, officers, directors, or shareholders. ACCRUAL OF CLAIMS The parties agree that any claim or cause of action between them, including, but not limited to claims for contribution and indemnity, shall be deemed to have accrued, and the applicable statute of limitations and repose shall commence to run no later than the date of substantial completion of 4PCesare's services under this Agreement. Substantial completion shall be deemed to occur no later than the date Cesare signs a lien release for payment, or if no lien release is required, when Cesare issues its final invoice for services that Cesare has completed under this Agreement. WAIVER OF CONSEQUENTIAL DAMAGES Client and Cesare waive claims against each other for consequential, incidental, indirect, special, exemplary, or punitive damages arising out of Cesare's services. This mutual waiver Includes, but is not limited to, claims for loss of use, product, rent, income, profit, financing, business, and reputation; for delay damages of any kind; for lost management and labor productivity; for lost opportunity to complete other projects; and for increased construction and financing costs. This waiver extends, without limitation, to all consequential damages due to either party's termination under this Agreement. TERMINATION Either party may terminate this Agreement for convenience and without cause upon giving the other party not less than seven (7) calendar days' written notice. In the event of such termination, the Client shall, within fifteen (15) calendar days, pay Cesare for all services rendered and all reimbursable costs incurred by Cesare up to the date of termination, in accordance with the payment provisions of this Agreement. Either party may terminate this Agreement for cause upon giving the other party not less than seven (7) calendar days' written notice for any of the following reasons: • Substantial failure by the other party to perform in accordance with the terms of this Agreement, including Client's failure to pay Cesare's invoices; F200610 Rrestone Reservoir No 1 Proposal 07.07.20 6 • CESARE, INC. Assignment of this Agreement or transfer of the project by either party to any other entity without the prior written consent of the other party; Suspension of the project or Cesare's services by the Client for more than ninety (90) calendar days, consecutive, or in the aggregate; Material changes in the conditions under which this Agreement was entered into, the scope of services or the nature of the project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. In the event of termination that is not the fault of Cesare, the Client shall pay Cesare, in addition to payment for services rendered and reimbursable costs incurred, for all expenses reasonably incurred by Cesare in connection with the orderly termination of this Agreement, Including but not limited to demobilization, reassignment of personnel, associated overhead costs, and all other expenses directly resulting from the termination. ASSIGNMENT AND TRANSFER Neither party may assign and/or transfer, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. THIRD PARTY BENEFICIARIES Nothing contained in this Agreement shall create a contractual relationship with or a cause of action • in favor of a third party against either the Client or Cesare. Cesare's professional services under this Agreement are being performed solely for the Client's benefit, and no other entity shall have any claim against Cesare because of this Agreement or the performance or nonperformance of services hereunder. NON -SOLICITATION OF EMPLOYEES Parties to this Agreement shall not either directly or indirectly solicit or hire the other party's employees during the term of this Agreement. HAZARDOUS MATERIALS The term "hazardous materials" means any toxic substances, chemicals, radioactivity, pollutants, or other materials, in whatever form or state, known or suspected to impair the environment or human health in any way whatsoever, including but not limited to those substances defined, designated, or listed In any federal, state, or local law, regulation, or ordinance concerning hazardous wastes, toxic substances, or pollution. Client agrees to notify Cesare about any known or suspected environmental conditions or hazardous materials that could impact the proposed scope of services. Cesare agrees to notify the Client if Cesare encounters any known or suspected hazardous materials. Should any known or suspected hazardous materials be discovered in the course of the performance of the services under this Agreement, such discovery shall constitute a changed condition. Cesare's scope of services and fee schedule will require amendment prior to proceeding or the Agreement may be terminated. Should the discovery of any known or suspected hazardous material require Cesare to take immediate measures to protect health and safety, Client agrees to compensate Cesare for all costs incidental to F200610 Firestone Reservoir No 1 Proposal 07.07.20 7 • CESARE, INC. taking such measures and for any equipment or replacement required. Client agrees to make any disclosure required by law to appropriate governmental agencies. Furthermore, Client agrees to defend, indemnify, and hold Cesare harmless from any and all liability arising from discovery by anyone of any known or suspected hazardous materials. n t� 16 SEVERABILITY Any provision of this Agreement later held to be unenforceable, void, or voidable, in litigation proceedings, shall be stricken and all remaining provisions shall continue in full force and effect. APPLICABLE LAW The law of the State of Colorado shall govern the validity of this Agreement, including its interpretation and performance. ENTIRE AGREEMENT This document shall be the entire Agreement and shall supersede any other Agreement between Client and Cesare relating to the subject matter thereof. In case of a conflict or inconsistency between this Agreement and any other contract documents, this Agreement shall control. Notwithstanding any other provision in this Agreement, in the event Cesare begins performance of the activities addressed by this Agreement, this Agreement shall be deemed to be in effect and enforceable, regardless of whether either party has signed this Agreement. F200610 Firestone Reservoir No 1 Proposal 07.07.20 8 CESARE, INC. Please sign and return this Proposal Agreement to this office. By affixing your signature to this Proposal Agreement, you attest that you have lawful authority to represent and act on behalf of the Client entity. Thank you for considering Cesare for these services. Sincerely, CESARE, INC, h . . VaughP, P. Senior Principal KCV/j kw Agreed to this day of , 20 Signature Printed name 0 Title Representing Legal property description Invoicing email address F200610 Firestone Reservoir No 1 Proposal 07.07.20 0 RESOLUTION NO.20-88 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ISSUING A NOTICE OF AWARD TO WALSH CONSTRUCTION, ENC., FOR CONSTRUCTION ,SERVICES FOR THE GOULD HORIZONTAL WELL WHEREAS, as the design work has been completed, the Town of Firestone (-Town) is in need of services to construct the Gould Horizontal Well; and WHEREAS, the Town requested bids for such work and has selected Walsh Construction, Inc., as the lowest responsive qualified bidder. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Board of Trustees of the Town of Firestone hereby issues a Notice of Award to Walsh Construction, Inc., for construction of the Gould Horizontal Well and authorizes the Mayor to execute the Notice of Award. INTRODUCED, READ AND ADOPTED thi ,3�day of __ StX* 2020. • ;O 9F, ATTEST: r o <aC IJ -r-J Koenig, CMC o n Clerk tTS T FORM: Will iainlMayashi, Town Attor«cy 0 TOWN OF FIRESTONE, COLORADO low 1�n 0L BiAbi Sindelal, Mayor . SECTION 00510 NOTICE OF AWARD 0 • Date: September 23, 2020 Project: Firestone Horizontal Well Project Owner: Town of Firestone JOwrier's Contract No.: W2020-9531 Contract: Construction Services Engineer's Project No.: Fire(H-well) Bidder: Walsh Construction, Inc. Bidder's Address: 8139 Open View Pt., Loveland, Co. 80537 You are notified that your Bid dated September 11, 2020 _ for the above Contract has been considered. You are the Successful Bidder and are awarded a Contract for the Firestone Horizontal Well Proiect. The Contract Price of your Contract is $_ 786 311.00 Electronic copies of the proposed Contract- Documents accompany this Notice of Award. You must comply with the following conditions precedent within ten (10) days of the date you receive this Notice of Award. 1. Deliver to the Owner three (3) fully executed counterparts of the Contract Documents. 2. Deliver with the executed Contract Documents the Contract security [Bonds] as specified in the Instructions to Bidders (Article 20), General Conditions (Paragraph 5.01) and Supplementary Conditions (Paragraph SC-5.01). Failure to comply with these conditions within the time specified will entitle Owner to consider you in default, annul this Notice of Award and declare your Bid security forfeited. Within ten days after you comply with the above conditions, Owner will return to you one fully executed counterpart of the Contract Documents. —4so"Mw,L Owner: Copy to Engineer EJCDC C-510 Notice of Award Prepared by the Engineers Joint Contract Documents Committee and endorsed by the Construction Specifications Institute. 00510-1 of 1 RESOLUTION NO.20-89 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING PART 2B CONSTRUCTION PHASE . OF THE TOWN OF FIRESTONE AND INTEGRATED WATER SERVICES, INC.'S ST VRAIN WATER TREATMENT PLANT 'PROJECT AGREEMPNT WHEREAS, by adoption of Resolution No. 19-54, the Boards. of Trustees of.iliowr of Firestone ("Board") approved an Agreement between the' ToWn 'of Firestone aril .Iritel;��te i ;:., Water Services, Inc., ("IWS") for the St. Vrain Water Treatment Plant Project`{"Projct},') uric3i which IWS's first task was to provide design services; and : WHEREAS, by adoption of Resolution No. 20-56, the 'Board ,:,iri :accoi'dai pv,witli lilio`:.- Agreement, entered into Part 2A, initial construction services by: -'Which tlie.Tbwt of Fires`totie,,` ` ("Town") issued IWS a Notice of Award accepted IWS's Price Propos4l;.-e�eei tecl: a Notice .toy . Proceed and approved the parties Construction Manager Risk "on- Basis of Cost -Piaui. gre�MOlt .; and WHEREAS, IWS is now set to proceed with"Part' 2B Constidctivri 'e ase. ,of 'ihe Agreement which requires that the Town issue a Notice of AvUard to IWS: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE . TOWN OF M-ESTONE, COLORADO: The Board of Trustees of the Town of Firestone issues a Notice of Award to Integrated Water Services, Inc., to proceed with Part 2B Construction Phase of the parties St. Vrain Water Treatment Plant Project Agreement. INTRODUCED, READ AN Town Attorney CJ OPTED thiWCL daay of S , 2020. TOWN OF FIRESTONE, COLORADO - V �4 ai B46bi Sinde r Mayor • D-510 -- NOTICE OF AWARD [PART 2B: CONSTRUCTION PHASE SERVICES] Owner: Town of Firestone Contractor: Integrated Water Services Engineer: Plummer Associates, Inc. Project: St. Wain Water Treatment Plant TO BIDDER: Part 2B: Construction Phase Services: You are notified that Owner has accepted Part 28 of the Construction Phase Bid dated 09/11/2020 for the above Contract, and that you are awarded a Contract for: St. Wain Water Treatment Plant ]Describe Work, Alternates,'or Sections of Work �wardpjl,,4 C7' The Contract Price includes: • 1) Cost Plus Fee: a. Cost of Work (minus previous payments by Owner) Part 2A Bdse Bid: _,J$ s' ' 4,413,271 � b. Cost of Work Part 2A Geotechnical Allowance: -' $ 92,000 c. Cost of Work Part 2A Contingency: $ 242,487 d. Cost of Work Part 2A Winter Contingency: $ „ 95,080 e. CMAR Fixed Fee Part 2A: $ _ _ 436,472 f. Cost of Work (minus previous payments by Owner) Part ZB Base Bid: $ 11,021,127 g. Cost of Work Part 2B Contingency: $ 605,610 h. CMAR Fixed Fee Part 2B: 1,091,081 Total Guaranteed Maximum Price (Part 2A plus Part 2B) to Owner for the Cost of the Work including the Cost of Work and the Construction Manager at Risk's Fee will not exceed: $_ _ 17,997,128 1 unexecuted counterparts of the Agreement accompany this Notice of Award, and one copy of the Contract Documents accompanies this Notice of Award or has been transmitted or made available to Bidder electronically. [revise if multiple copies accompany the Notice of Award] ® a set of the Drawings will be delivered separately from the other Contract Documents. You must comply with the following conditions precedent within calendar days of the date of receipt of this Notice of Award: 1. Deliver to Owner I electronic counterparts of the Agreement, fully executed by Bidder. • FRSTN-0305 Page -1 Construction Set - June 2020 EJCDC° D-510, Design -Build Notice of Award. Copyright 0 2013 National Society of Professional Engineers for EJCDC. All rights reserved. Note: This document was developed based on FICDCStandard Form Design and Construction Related Documents and has been modified as necessary. EICDC retains all proprietary rights to these documents. • Deliver with the executed Agreement(s) the Contract security fe.g., performance and payment bands] and insurance documentation as specified in the Instructions to Bidders and General Conditions, Articles 2 and 6. 3. Other conditions precedent (if any): Failure to comply with these conditions within the time specified will entitle Owner to consider you in default, annul this Notice of Award, and declare your Bid security forfeited. Within 10 calendar days after you comply with the above conditions, Owner will return to you one fully executed counterpart of the Agreement, together with any additional copies of the Contract Documents as indicated in Paragraph 2.02 of the General Conditions. OWNER Town of Firestone Owner's Name By, Signature Date t - , b ' 'vx . Print Name ryVO ► O-c Title Copy: Engineer • FRSTN-0305 Page - 2 Construction Set - June 2020 EJCDC" D-510, Design -Build Notice of Award. Copyright © 2013 National Society of Professional Engineers for EJCDC. All rights reserved, Note: This document was developed based on EJCDC Standard Form Design and Construction Related Documents and has been modified as necessary. EJCDC retains all proprietary rights to these documents. RESOLUTION NO.20-90 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ADOPTING THE BOARD OF TRUSTEES ELECTRONIC COMMUNICATION INQUIRY POLICY WHEREAS, in accordance with Title 31, Part 3 of the Colorado Revised Statutes, the legislative and corporate authority of statutory towns is vested in a board of trustees consisting of one mayor and six trustees; and WHEREAS, with the exception of the mayor and mayor pro tem who have certain defined officio duties, elected officials can in the performance of their duties act only as part of a body in a collaborative process; and WHEREAS, it is thus of paramount importance that any response to those inquiring about the Board's position, actions, plans, goals and objectives accurately set forth the Board's position and not that of individual "Trustees who in responding on their own, are not only acting in an impermissible manner but may not even accurately state the Board's position; and WHEREAS, responses by individual Trustees are also detrimental because they undermine the cohesiveness, hannorry and collaborative process required of the Board in the fulfillment of its duties; and • WHEREAS, to ensure that all inquiries seeking the Board's position be answered with one message that accurately sets forth the Board's position, the Board desires to adopt an Electronic Communication Inquiry Policy, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Board of Trustees of the Town of Firestone hereby adopts the Electronic Communication Inquiry Policy in substantially the same form as the copy attached hereto and made a part of this resolution. INTRODUCED, READ AND ADOPTED this 23�d day of September 2020. rn a�Cd AL �17 CO, MY O�W-11LCi GOO J ssi a Koenig, MC To A P ED AS TO ORM: WiIli am . Hayashi, Town Attorney TOWN OF FIRESTONE, COLORADO bi Sinddbf, Mayor • TOWN OF FIRESTONE BOARD OF TRUSTEES ELECTRONIC COMMUNICATION INQUIRY POLICY Effective immediately, the Director of Marketing and Communications will be added as a recipient to all emails addressed to the Board of Trustees at boardmembers@firestoneco.gov. The Director shall, on behalf of the Board, promptly reply to all emails thanking the sender for their communication and, if necessary, stating that a response to their inquiry shall be forthcoming from staff. The Board shall be copied on the Director's initial response and any follow-up communication provided by staff. All other emails directed to a Trustee individually, or the entire Board, or to certain Trustees inquiring about the Board's position, actions, plans, goals and objectives shall, upon receipt and absent any response, be immediately forwarded to the Director, who shall respond and advise the Board in the same manner as those emails sent to boardmembers@firestoneco.gov. r7 u E 01 • • RESOLUTION NO.20-91 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A SUMMARY OF GRANT AWARD TERMS AND CONDITIONS BETWEEN THE TOWN OF FIRESTONE AND THE STATE OF COLORADO WHEREAS, the Town of Firestone ("Town") was awarded an Energy and Mineral Impact Assistance Program (EIAF) grant in the amount of $1,000,000.00 for the Firestone Town Hall Project; and WHEREAS, award of the grant is subject to the Town agreeing to the Summary of Grant Award Terms and Conditions as set forth by the State of Colorado. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Summary of Grant Award Terms and Conditions between the Town of Firestone and the State of Colorado is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to sign the Summary of Grant Award Terms and Conditions on behalf of the Town. INTRODUCED, READ AND ADOPTED thisL'day of r, 2020. ATTEST: f TOWN �;a 0 `Z! Sty i0 `°% 00 J s ca Koenig, CM n Clerk JAaR AS TO FORiYrI' William ayashl, Town Attorney TOWN OF FIRESTONE, COLORADO bbi Sinadar, Mayor DocuSign Envelope ID: 4ADA62137-1A16-4842-B895-067AC9FOB337 0 • • EIAF CTGG1 NLAA 2021*2401 SUMMARY OF GRANT AWARD TERMS AND CONDITIONS State Agency DLG Number CMS Number Department of Local Affairs F21 S9258 164161 Grantee Grant Award Amount Retainage Amount Town of Firestone $1,000,000.00 $50,000.00 Project Number and Name Performance Start Date Grant Expiration Date EIAF 9258 - Firestone Town Hall Project The later of the Effective Date November 30, 2022 or September 21, 2020 Project Description Program Name The Project consists of constructing a new Town Hall for the Energy & Mineral Impact Assistance Program EIAF Town of Firestone. Funding Source STATE FUNDS Catalog of Federal Domestic Assistance (CFDA) Number N/A DOLA Regional Manager Funding Account Codes Chris La May, (970) 6794501, chris.la.ma state.co.us DOLA Regional Assistant VCUST# Address Robert Thompson, (970) 679-4503, 13331 Code CN003 EFT robert.thom son state.co.us THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT STATE OF COLORADO Jared S. Polis, Govemor DEPARTMENT OF LOCAL AFFAIRS DEPARTMENT OF LOCAL AFFAIRS PROGRAM REVIEWER Rick M. Garcia, Executive Director By: Rick M. Garcia, Executive Director By: Tim Katers, EIAF Program Manager Date: 9/22/2020 1 4:58 PM MDT Date: 9/23/2020 1 8:41 AM MDT In accordance with §24-30-202 C.R.S., this Grant is not valid until signed and dated below by the State Controller or an authorized delegate (the "Effective Date"). STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Yingtse Cha, Controller Delegate Department of Local Affairs Effective Date: 9/25/2020 1 10:07 AM MDT DocuSign Envelope ID: 4ADA62B7-lA16-4842-B895-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project TERMS AND CONDITIONS . 1. GRANT As of the Performance Start Date, the State Agency shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the "State") hereby obligates and awards to Grantee shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the "Grantee") an award of Grant Funds in the amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and requirements and provisions of all Exhibits to this Grant Award Letter. 2. TERM A. Initial Grant Term and Extension The Parties' respective performances under this Grant Award Letter shall commence on the Performance Start Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Grant Award Letter. Upon request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award Letter by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Expiration Date. B. Early Termination in the Public Interest The State is entering into this Grant Award Letter to serve the public interest of the State of • Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award Letter ceases to further the public interest of the State or if State, Federal or other funds used for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter in whole or in part by providing written notice to Grantee. If the State terminates this Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Grant Award Letter that corresponds to the percentage of Work satisfactorily completed, as determined by the State, less payments previously made. Additionally, the State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this Grant Award Letter that are incurred by Grantee and are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This subsection shall not apply to a termination of this Grant Award Letter by the State for breach by Grantee. C. Reserved. 3. AUTHORITY Authority to enter into this Grant Award Letter exists in the law as follows: A. State Authority Authority to enter into this Grant exists in C.R.S. 24-32-106 and 29-3.5-101 and funds have been budgeted, appropriated and otherwise made available pursuant to C.R.S. 39-29-110 (Local Government Severance Tax Fund) and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been Page 2 of 10 Version 0717 DocuSign Envelope ID: 4ADA62B7-1A16-4842-8895-067AC9FOB337 ETAF 9258 - Firestone Town Hall Project accomplished from and with appropriate agencies. This Grant Award Letter is funded, in whole or in part, with State funds. B. Reserved. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. Reserved. B. Reserved. C. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. D. "Exhibits" means the following exhibits attached to this Grant Award Letter: i. Exhibit B, Scope of Project ii. Exhibit G, Form of Option Letter E. "Extension Term" means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Grant Award Letter, an amendment, or an Option Letter. F. Reserved. G. Reserved. H. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Grant Award Letter and shall include any movable material acquired, produced, . or delivered by Grantee in connection with the Services. I. "Grant Award Letter" or "Grant" means this letter which offers Grant Funds to Grantee, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. J. "Grant Expiration Date" means the Grant Expiration Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. Wort{ performed after the Grant Expiration Date is not eligible for reimbursement from Grant Funds. K. "Grant Funds" or "Grant Award Amount" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Grant Award Letter. L. "Incident" means any accidental or deliberate event that results in, or constitutes an imminent threat of, the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. M. "Initial Term" means the time period between the Performance Start Date and the initial Grant Expiration Date. N. Reserved. O. "Other Funds" means all funds necessary to complete the Project, excluding Grant Funds. Grantee is solely responsible for securing all Other Funds. • P. "Party" means the State or Grantee, and "Parties" means both the State and Grantee. Page 3 of 10 Version 0717 DocuSign Envelope ID: 4ADA62B7-lA16-4842-B895-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project Q. "Performance Start Date" means the later of the Performance Start Date or the Execution Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. R. Reserved. S. Reserved. T. Reserved. U. "Project" means the overall project described in Exhibit B, which includes the Work. V. "Project Budget" means the amounts detailed in §6.2 of Exhibit B. W. Reserved. X. Reserved. Y. "Services" means the services performed by Grantee as set forth in this Grant Award Letter, and shall include any services rendered by Grantee in connection with the Goods. Z. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to State personnel records not subject to disclosure under CORA. AA. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a) C.R.S. BB. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. 1f a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. CC. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. Reserved. EE. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub -grantees. FF. Reserved. GG. Reserved. HH. Reserved. 11. "Work" means the delivery of the Goods and performance of the Services described in this Grant Award Letter. JJ. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Performance Start Date that is used, without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and 41 interpreted as defined in that Exhibit. Page 4 of 10 version 0717 DocuSign Envelope ID: 4ADA62B7-1A16-4842-BB95-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project 5. PURPOSE The purpose of the Energy and Mineral Impact Assistance Program is to assist political subdivisions that are socially and/or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels. The purpose of this Grant is described in Exhibit B. 6. SCOPE OF PROJECT Grantee shall complete the Work as described in this Grant Award Letter and in accordance with the provisions of Exhibit B. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Grant Award Letter. 7. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Grant that exceeds the Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. i. The State may increase or decrease the Grant Award Amount by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Award Amount. ii. The State shall not be liable to pay or reimburse Grantee for any Work performed or . expense incurred before the Performance Start Date or after the Grant Expiration Date. iii. Financial obligations of the State payable after the current State Fiscal Year are contingent upon fiends for that purpose being appropriated, budgeted, and otherwise made available. C: B. Erroneous Payments The State may recover, at the State's discretion, payments made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee. The State may recover such payments by deduction from subsequent payments under this Grant Award Letter, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. C. Matching Funds. Grantee shall provide the Other Funds amount shown on the Project Budget in Exhibit B (the "Local Match Amount"). Grantee shall appropriate and allocate all Local Match Amounts to the purpose of this Grant Award Letter each fiscal year prior to accepting any Grant Funds for that fiscal year. Grantee does not by accepting this Grant Award Letter irrevocably pledge present cash reserves for payments in future fiscal years, and this Grant Award Letter is not intended to create a multiple -fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee's laws or policies. Page 5 of 10 Version 0717 DocuSign Envelope ID: 4ADA62B7-lAl6-4842-8895-067AG9FOB337 EIAF 9258 - Firestone Town Hall Project 0 D. Reimbursement of Grantee Costs The State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in this Grant Award Letter for all allowable costs described in this Grant Award Letter and shown in the Project Budget in Exhibit B. i. Upon request of the Grantee, the State may, without changing the maximum total amount of Grant Funds, adjust or otherwise reallocate Grant Funds among or between each line of the Project Budget by providing Grantee with an executed Option Letter or formal amendment. E. Close -Out and De -obligation of Grant Funds Grantee shall close out this Grant no later than 90 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Grant Award Letter and Grantee's final reimbursement request or invoice. Any Grant Funds remaining after submission and payment of Grantee's final reimbursement request are subject to de -obligation by the State. S. REPORTING —NOTIFICATION A. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than the end of the close out period described in §7.E. B. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting this Award. 9. GRANTEE RECORDS A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to this Grant for a period of three years following the completion of the close out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee's office or place of business, unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State. B. Monitoring The State will monitor Grantee's performance of its obligations under this Grant Award Letter using procedures as determined by the State. The State shall monitor Grantee's perfonnance in a manner that does not unduly interfere with Grantee's performance of the Work. C. Audits Grantee shall comply with all State and federal audit requirements. Page 6 of 10 version 0717 DocuSign Envelope ID: 4ADA62137-1A16-4842-BB95-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project 10. CONFIDENTIAL INFORMATION -STATE RECORDS • A. Confidentiality Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publically available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not, without prior written approval of the State, use for Grantee's own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security (http:lloit.state.co.us/ois) and all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the Slate's principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Grant Award Letter. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential . Information. Grantee shall provide copies of those signed nondisclosure restrictions to the State upon request. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Grant, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the • State at no additional cost to the State Page 7 of 10 Version 0717 DocuSign Envelope ID: 4ADA62137-1A16-4842-B895-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project 11. CONFLICTS OF INTEREST Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Grant. Grantee acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State's interests and absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Grant. If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. 12. INSURANCE Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 13. REMEDIES In addition to any remedies available under any Exhibit to this Grant Award Letter, if Grantee fails to comply with any term or condition of this Grant, the State may terminate some or all of this Grant and require Grantee to repay any or all Grant Funds to the State in the State's sole discretion. The State may also terminate this Grant Award Letter at any time if the State has determined, in . its sole discretion, that Grantee has ceased performing the Work without intent to resume performance, prior to the completion of the Work. 14. DISPUTE RESOLUTION Except as herein specifically provided otherwise, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 15. NOTICES AND REPRESENTATIVES Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §15. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION Grantee hereby grants to the State a perpetual, irrevocable, nonexclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and otherwise exploit all intellectual property created by Grantee or any Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to this Grant. 17. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions, committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Page 8 of 10 Version 0717 DocuSign Envelope ID: 4ADA62137-1A16-4842-B895-467AC9FOB337 EIAF 9258 - Firestone Town Hall Project Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, • et seq. C.R.S. No term or condition of this Grant Award Letter shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, or protections of any of these provisions. 18. GENERAL PROVISIONS A. Assignment Grantee's rights and obligations under this Grant are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Grant Award Letter. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. C. Entire Understanding This Grant Award Letter represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Grant Award Letter, D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in either an option letter or a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. E. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Performance Start Date. Grantee shall strictly comply with all applicable Federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. Order of Precedence In the event of a conflict or inconsistency between this Grant Award Letter and any Exhibits or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Any executed Option Letter • ii. The provisions of this Grant Award Letter. iii. The provisions of any exhibits to this Grant Award Letter. Page 9 of 10 'Version 0717 DocuSign Envelope ID: 4ADA62B7-1A16-4842-B895-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project G. Severability The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect the validity or enforceability of any other provision of this Grant Award Letter, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. • H. Survival of Certain Grant Award Letter Terms Any provision of this Grant Award Letter that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties' respective successors and assigns described above, this Grant Award Letter does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. J. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Grant Award Letter, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. K. Reserved. L. Digital Signatures If any signatory signs this Grant using a digital signature in accordance with the Colorado State Controller Contract, Grant, and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Grant by reference. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 10 of 10 version 0717 DocuSign Envelope ID: 4ADA62B7-1A16-4842-B895-467AG9FOB337 ElAF 9258 - Firestone Town Hall Project EXHIBIT B — SCOPE OF PROJECT (SOP) 1. PURPOSE 1.1. Energy Impact. The purpose of the Energy and Mineral Impact Assistance Program is to assist political subdivisions that are socially and/or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels. 2. DESCRIPTION OF THE PROJECT(S) AND WORK 2.1. Project Description. The Project consists of constructing a new Town Hall for the Town of Firestone. 2.2. Work Description. The Town of Firestone (Grantee) shall construct a new Town Hall. The approximately 15,956 square foot facility will be located in the Central Park campus, adjacent to the Firestone Police Department and Municipal Court in Firestone. The building will be constructed following the 2018 International Energy Code and have capacity for future growth. Town government offices will be located in the new building. Grantee will own and maintain the new facility and, in accordance with §9 below, a contractor will be hired to complete the Work. 2.2.1. The Grantee warrants that the facility will continue to be utilized as a Town -owned facility for at least ten (10) years following completion of the Grant. If the facility is used for any purpose other than intended during that ten-year period, the Grantee shall return a portion of the grant funds based on the following payback schedule: In year one, one hundred percent (100%) of the grant funds must be returned; in year two, ninety percent (90%); in year three, eighty percent (80%); in year four, seventy percent (70%); in year five, sixty percent (60%); in year six, fifty percent (50%); in year seven, forty percent (40%); in year eight, thirty (30%) percent; in year .nine, twenty (20%) and in year ten, ten (10%) percent. At the end of the ten (10) year period following the date of completion of the renovations and thereafter, no State restrictions on use of the property shall be in effect. 2.3. Responsibilities. Grantee shall be responsible for the completion of the Work and to provide required documentation to DOLA as specified herein. 2.3.1. Grantee shall notify DOLA at least 30 days in advance of Project Completion. 2.4. Recapture of Advanced Funds. To maximize the use of Grant Funds, the State shall evaluate Grantee's expenditure of the Grant Funds for timeliness and compliance with the terms of this Grant. DOLA reserves the right to recapture advanced Grant Funds when Grantee has not or is not complying with the terms of this Grant. 2.5. Eligible Expenses. Eligible expenses shall include: labor and materials, site preparation and required testing and inspections. Engineering, bidding expenses, permitting and legal fees shall be the sole responsibility of the Grantee. 3. DEFINITIONS 3.1. Project Budget Lines. 3.1.1. "Building or Facility Construction" means labor and materials costs, bond and insurance costs, bid advertisements, purchase and erection of pre-engineered buildings, and attorney's fees. 3.2. "Substantial Completion" means the Work is sufficiently complete in accordance with the Grant so it can be utilized for its intended purpose without undue interference. 4. DELIVERABLES 4.1. Outcome. The final outcome of this Grant is completed construction of a new Town Hall for Firestone. 4.2. Service Area. The performance of the Work described within this Grant shall be located in Firestone, Colorado. 4.3. Performance Measures. Grantee shall comply with the following performance measures: Page 1 of 5 DocuSign Envelope ID: 4ADA62B7-9A16-4842-B895-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project Milestone/Performance Measure/Grantee will: Put Project out to bid. Within 90 days after the Effective Date of this Grant Award Letter. Award and finalize subcontract(s). Within 30 days after bid opening. Provide DOLA with Project Timeline. Within 30 days after the Effective Date of the subcontract(s). Provide DOLA with Project photos. Prior to Project closeout. Submit Quarterly Pay Requests See §4.5.2 below Submit Quarterly Status Reports See §4.5.2 below Submit Project Final Report February 28, 2023 4.4. Budget Line Adjustments. 4.4.1. Grant Funds. Grantee may request in writing that DOLA move Grant Funds between and among budget lines, so long as the total amount of Grant Funds remains unchanged. To make such budget line changes, DOLA will use an Option Letter (Exhibit G). 4.4.2. Other Funds. Grantee may increase or decrease the amount of Other Funds in any one or any combination of budget lines as described in §6.2, or move Other Funds between and among budget lines, so long as the total amount of such "Other Funds" is not less than the amount set forth in §6.2 below. Grantee may increase the Total Project Cost with "Other Funds" and such change does not require an amendment or option letter, DOLA will verify the Grantee's contribution of "Other Funds" and compliance with this section at Project Closeout. 4.5. Quarterly Pay Request and Status Reports. Beginning 30 days after the end of the first quarter following execution of this Grant and for each quarter thereafter until termination of this Grant, Grantee shall submit Pay Requests and Status Reports using a form provided by the State. The State shall pay the Grantee for actual expenditures made in the performance of this Grant based on the submission of statements in the format prescribed by the State. The Grantee shall submit Pay Requests setting forth a detailed description and provide documentation of the amounts and types of reimbursable expenses. Pay Requests and Status Reports are due within 30 days of the end of the quarter but may be submitted more frequently at the discretion of the Grantee. 4.5.1. For quarters in which there are no expenditures to reimburse, Grantee shall indicate zero (0) requested in the Pay Request and describe the status of the Work in the Status Report. The report will contain an update of expenditure of funds by budget line as per §6.2 of this Exhibit B Scope of Project as well as a projection of all Work expected to be accomplished in the following quarter, including an estimate of Grant Funds to be expended. 4.5.2. Specific submittal dates. Quarter Year Due Date Pay Request Due Status Report Due 3" (Jul -Sep) 2020 October 30, 2020 Yes Yes 4" (Oct -Dec) 2020 January 30, 2021 Yes Yes I" (Jan -Mar) 2021 April 30, 2021 Yes Yes 2i' (Apr -Jun) 2021 July 30, 2021 Yes Yes 3rd (Jul -Sep) 2021 October 30, 2021 Yes Yes 4" (Oct -Dec) 2021 January 30, 2022 Yes Yes 1" (Jan -Mar) 2022 April 30, 2022 Yes Yes Page 2 of 5 DocuSign Envelope ID: 4ADA62B7-1A16-4842-B895-067AC9FOB 337 EIAF 9258 - Firestone Town Hall Project 2" (Apr -Jun) 2022 July 30, 2022 Yes Yes 3" (Jul -Sep) 2022 October 30, 2022 Yes Yes 4" (Oct -Dec) 2022 January 30, 2023 Yes Yes 4.6. DOLA Acknowledgment. The Grantee agrees to acknowledge the Colorado Department of Local Affairs in any and all materials or events designed to promote or educate the public about the Work and the Project, including but not limited to: press releases, newspaper articles, op-ed pieces, press conferences, presentations and brochures/pamphlets. 5. PERSONNEL 5.1. Responsible Administrator. Grantee's performance hereunder shall be under the direct supervision of Raelynn Fererra, Assistant to the Town Manager, (rfererra(at,firestoneco.gov), who is an employee or agent of Grantee, and is hereby designated as the responsible administrator of this Project and a key person under this §5. Such administrator shall be updated through the process in §5.3. If this person is an agent of the Grantee, such person must have signature authority to bind the Grantee and must provide evidence of such authority. 5.2. Other Key Personnel. A.J. Krieger, Town Manager, (akrieaerna,firestoneco.gov). Such key personnel shall be updated through the process in §5.3. 5.3. Replacement. Grantee shall immediately notify the State if any key personnel specified in §5 of this Exhibit B cease to serve. All notices sent under this subsection shall be sent in accordance with §15 of the Grant. 5.4. DLG Regional Manager: Chris La May, (970) 679-4501, (chris.Ia.mav(&,,state.co.us) 5.5. DLG Regional Assistant: Robert Thompson,(70) 6794503, (robert.thompsonnu,state.co.us) 6. FUNDING The State provided funds shall be limited to the amount specified under the "Grant Funds" column of §6.2, Budget, below. 6.1. Matching/Other Funds. Grantee shall provide at least 88% of the Total Project Cost as documented by Grantee and verified by DOLA at Project Closeout. Initial estimates of Grantee's contribution are noted in the "Other Funds" column of §6.2 below. Increases to Grantee's contribution to Total Project Cost do not require modification of this Grant Award Letter and/or Exhibit B. 6.2. Budget Budget Line(s) Total Project Grant Other Other Cost Funds Funds Funds Line Cost Category # Source I Building or Facility $8,414,018 $1,000,000 $7,414,018 Grantee Construction Total $8,414,018 $1,000,000 $7,414,018 7. PAYMENT Payments shall be made in accordance with this section and the provisions set forth in §7 of the Grant. 7.1. Payment Schedule. If Work is subcontracted or subgranted and such Subcontractors and/or Subgrantees are not previously paid, Grantee shall disburse Grant Funds received from the State to such Subcontractor or Subgrantee within fifteen days of receipt. Excess funds shall be returned to DOLA. Page 3 of 5 DocuSign Envelope ID: 4ADA62137-1A16-4842-B895-067AC9FOB 337 EIAF 9258 - Firestone Town Hall Project Payment Amount Interim Payment(s) $950,000 Paid upon receipt of actual expense documentation and written Pay Requests from the Grantee for reimbursement of eligible approved expenses. Final Payment $50,000 Paid upon Substantial Completion of the Project (as determined by the State in its sole discretion), provided that the Grantee has submitted, and DOLA has accepted, all required reports. Total $1,000,000 7.2. Interest. Grantee or Subgrantee may keep interest earned from Grant Funds up to $100 per year for administrative expenses. 8. ADMINISTRATIVE REQUIREMENTS 8.1. Reporting. Grantee shall submit the following reports to DOLA using the State -provided forms. DOLA may withhold payment(s) if such reports are not submitted timely. 8.1.1.Quarterly Pay Request and Status Reports. Quarterly Pay Requests shall be submitted to DOLA in accordance with §4.5 of this Exhibit B. 8.1.2.Final Reports. Within 90 days after the completion of the Project, Grantee shall submit the final Pay Request and Status Report to DOLA. 8.2. Monitoring. DOLA shall monitor this Work on an as -needed basis. DOLA may choose to audit the records for activities performed under this Grant. Grantee shall maintain a complete file of all records, documents, communications, notes and other written materials or electronic media, files or communications, which pertain in any manner to the operation of activities undertaken pursuant to an executed Grant. Such books and records shall contain documentation of the Grantee's pertinent activity under this Grant in accordance with Generally Accepted Accounting Principles. 8.2.1. Sub grantee/S ubcon tractor. Grantee shall monitor its Subgrantees and/or Subcontractors, if any, during the term of this Grant. Results of such monitoring shall be documented by Grantee and maintained on file. 8.3. Bonds. If Project includes construction or facility improvements, Grantee and/or its contractor (or subcontractors) performing such work shall secure the bonds hereunder from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR Part 223 and are authorized to do business in Colorado. 8.3.1.Bid Bond. A bid guarantee from each bidder equivalent to 5 percent of the bid price. The "bid guarantee" shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified. 8.3.2.Performance Bond. A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. 8.3.3.Payment Bond. A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract. 8.3.4.Substitution. The bonding requirements in this §8.3 may be waived in lieu of an irrevocable letter of credit if the price is less than $50,000. 9. CONSTRUCTIONIRENOVATION. The following subsections shall apply to construction and/or renovation related projects/activities: Page 4 of 5 DocuSign Envelope ID: 4ADA62B7-lAi6-4842-B895-067AC9FOB337 EIAF 9258 - Firestone Town Hall Project 9.1. Plans & Specifications. Construction plans and specifications shall be drawn up by a qualified engineer or architect licensed in the State of Colorado, or pre-engineered in accordance with Colorado law, and hired by the Grantee through a competitive selection process. 9.2. Procurement. A construction contract shall be awarded to a qualified construction firm through a formal selection process with the Grantee being obligated to award the construction contract to the lowest responsive, responsible bidder meeting the Grantee's specifications. 9.3. Subcontracts. Copies of any and all contracts entered into by the Grantee in order to accomplish this Project shall be submitted to DOLA upon request, and any and all contracts entered into by the Grantee or any of its Subcontractors shall comply with all applicable federal and state laws and shall be governed by the laws of the State of Colorado. 9.4. Standards. Grantee, Subgrantees and Subcontractors shall comply with all applicable statutory design and construction standards and procedures that may be required, including the standards required by Colorado Department of Public Health and Environment, and shall provide the State with documentation of such compliance. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 5 of 5 RESOLUTION 20-92 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND FRANSEN PITTMAN CONSTRUCTION COMPANY REGARDING CONSTRUCTION SERVICES FOR THE FIRESTONE TOWN HALL CONSTRUCTION PROJECT WHEREAS, the 'Town of Firestone ("Town") is in need of construction services for its Town Hall Construction Project ("Project"); and WHEREAS, Fransen Pittman Construction Company, having dutifully performed the Project's pre -construction services, is uniquely qualified as a sole source to perform the Proj ect's construction services. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Construction Services Agreement between the Town of Firestone and Fransen Pittman Construction Company is approved in substantially the same form as the copy attached hereto and made a part of this resolution, and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ ATTEST: Koenig, W=61W1* ML WilliaYT. Hayashi, Town Attorney 0 this 14th day of October, 2020. T WN OF FIRESTONE, COLORADO .,I., -&, B hi Sin r, Kfayoir t i Document A133-.2009 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cast of the Work Plus a Fee with a Guaranteed Maximum Price ADDITIONS AND bELETIONS: AGREEMENT trade as of (lie Will airy of October in (lie year 2019 The author of this document has (In %orris, indicale day, morrlb curd year.) added infiormd!ID» needed for its comple. iort. The author may also BETWEEN the O�Yner: have revised the text of (he original None, legal stahis and address) AIA standard form. An Addifions and DeretMrls J2epart that notes added Firestont; Town Hall Inrormatfon.as well as revision$ to the 151 Grant Ave. standard form text Is avallabte from the author and should be ieViewed. A FirestonC, CO 80520 vertical find in the left margin of this document indicates where the author and the Construction Manager: has added necessary Information (Nance, legal slritus and address) and where, the author hat added to or deleted from the original AIA text, Fransen Pittman Construction Co., Inc: Kingston Ct. This document has Important legal Eitglewogd, CO801 12 n Englewood, eonsequencag, Consultation with an attorney is encouraged with respect for the follo►ving Project; to its Comptetion or modificatiori. (Name and address or' locution) A1A Document A201 "°-2007, _ General Conditions_ of the Contract Firestone Town Hal Addition & Remodel forCdnstiuction, is adopted In this 151 Grant Ave, document by reference. Do not use Firestone, CO 80kl) with other general'conditions unless this document is modified. The Architect: (Nance, legal.slalus and rrddress) Halcyon Design LLC 9310 Colorado Blvd., Suite 650 Firestone, CO $0594 The Owner's Designated Representative: dance, addtvss and other inforrnalion) Raeiynn Ferreira Firestone Town Hall 151 Grant Ave, Firestone, CO 80520 The Construction Manager's Designated Representative: (Nance, address and other it fornralion) Josh Davis • Fransen Pittman Construction Co., Inc. 9563 S. Kingston Ct. Init. AIA Document A133"' - 2009 (formerly A121 "'Wc - 2003). Copyright (D 19et, 2003 and 2009 by Tha American insulate of Aichitects. All rights taserved. The 'Amefican Institute of kehiteCIS.' "AIA: tht; AIA Logo. and 'AIA Cantracl Doeumonts" are regisiered trademarks and may not -he used without permisslon.7his document was produced by AIA so%vare at 113;O AS ET on 101ii712020 under Order h1o.9143827137 which expires an 013=2021. Is not for resale, Is licansed for l one-Ume use only, and may only ha used in accordance w€th the AIA Contract botumenlse Terms of Service. To report copyright violations, a-mai€ a npyright0aia.org. User Rotes: f 1009792977y a 161 Englewood, CO 80.112 � 0 • The Architect's Designated Representative: ` (Na►r►e, address and oilier r1ijo+''malim) Kelly Elcitinan Halcyon Design LLC 8310 Colorado Blvd., Suite 650 l 1Fireslone, CO 80504 The Owner and Construction Manager agree as follows, Init. AlA Document A133- —2009 (formerly A121 "°CMc — 2003). Copyttght m 1t391, 2003 and 2009 by The American Institute or Architects. All rlghls feserved, 7hR `American Institute ar Architects,"AIA," the AIA Logo, and "AIA CotaraN 0ocunW.nis" preregistered trademarks and mny rsot bn used wllhoul permission. This. 2 document was produced by AIA software at 16:08:45 ET on 1=712020 under Order Na9143aM37 which expires on 09121112021, is not for resale, Is licensed for one -lime use only, and may only be used in accordance with The AIA Convact DocumantsP Terms of Service. To report copyright viota0ons, a -mail L4pylightQBi2,4rg_ User Notes: (1999792677) . TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 9 DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11 MISCELLANEOUS PROVISIONS 12 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT ARTICLE 1 GENERAL PROVISIONS § 1:1 The Contract Documents The Contract Documents cons istaf.this Agreement, Conditions of the Contract (General, Supplehnentary and other Conditions), Drawings., Specifications, Addenda issued prior to the execution of this Agreement, othet documents listed in this Agreement, arid Modifications issued after execution of this Agreement, all of which form the Contract and are as Tully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance .of the ConstructiouMandget's'GuaranteedMaximum Price proposal,.the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and reyisions , prepared by the Architect and furnished by the Owner'ks described in Section 2.2.8. TWCcintract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or iigrecments, either written or oral, If anything in the other Contract 0beumentsi other than a Modification-. is .inconsistent with this Agreement, this Agreement shall govern. g 1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperete with the Architect and exorcise the Construction Manager's skill andjudgment in rurthcting the infterests of the Owner; to umish efficient construction administration, management services and supervision; to furnish at all times an Adequate supply of workers and materials; and to perform (lie Work in an expeditious,and economical manner consistent with the Owner's interests. "*he Owner agrees to furnish or approve., in a timely manner, information required by the Construction Manager and'tu make payments to the Construction Manager in accordance with the requiretnenLs of the Contract Documents. § 1.3 General Cottditlons. For the Areconstruction "Phase, AIA Document A201'r'1—2017, Gcncral Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. for the Construction Phase, the general conditions of the contract shall be as set forth in A201 20 L7, which document i$ incorporated herein by reference. The term "Contractor" as used in A201 2017 shall mean the Construction Manager. • ALA Document A133" — 2009 (formerly Ai21 TWCMc _ 2003j. Copyright 01991, 2003 and 2009 by The American Institute of Architects. Ali rights feserved, The Intl. "Anleelean Insulate Of Architects,"'AIA," the AIA Logo, anti AIA Corrtr,a1 Oocunh6nls" ate registered trad¢rnarks and may not be used wilhoul per"ftalan. This daCUMOM W9e produced by AlA software at 16;08:45 E.T on 1010712020 under Order No,9143827137which oKpires on 0*2M021, is not for resale, is licensed for ! one- ima use only, end may only bo used in aceardanea with the AIA Contract Dacumenlst Terms of Service. To report copyright violations, a -mail copydghi@aia.org. User Notes, (1999T9Lw7r) • ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Conslritelion Manager's Preconsttuction Phase responsibilities are set forth in that certain agreement for preconstrticlion Services dated August 17, 2019. The Construction Manager's Construction Phase respotsibilities are set forth in Section 2.3. The Owner slid Construction Manager inay agree, in consultation With ttie Architect, for the Construction Phasaio commence prior to completion of the Preconstruction Phase, in which case, both phases will .proceed concurrently, Tile Construction Manager shall identify'a representative authbiri=d (a act on behalf'af the Construction Manager with respect to the Project. § 2.1 Reconstruction Phase (Prix agr nabs �ielcletlj. § 2.2 Guaranteed Maximum Price Ptopcsal and Contract Time § 2.2.1 At a time to be mutually agreed upon by the Owner and (he Construction Manager and in coilsidiation with the Architect, the Construction Manager shall prejtat'e a Guaranteed Maximum Price proposal for the Owner's review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate I of t e Cost of the Work, including; contingencies described in Section 2.2,41, and the,Consimction Manager's Fee. § 2:2.2 To the extent that the Drawings.and Specifications are anticipated 'to require fuithcr development by the Architect, the Construction Manager shall provide in the Guaranteed MaxiMunt Price.for such further development consistent with the Contract Docutueirts Mid reasonably inferable therefrom. Such further developpient does not include such things as changes in scope, systems, kinds and quality of materials, finishes orcquipnicnt, all ofwhich, if required., shall .be incorporated by Change O dur, . § 22.3 The Construction Manager shall include with lhe.Guarantecd Maximum Price proposal a written statchicnt of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the'ConstructiotiMaaagei- in the preparation ofthe Guaranteed Maximum Price proposal; including assumptions under Section 2.2.2; to supjllement the information prayided .by ilie Owner and contained in fhd Drawings and Speciticattnns; 3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost .of the W rk otganized by trade categories or.systents.. allowances, Contingency, and the Consl'niction Manager's Fee; .4 The anticipated date of Substantial Completion upon Which the proposed Guaranteed Maximum Price is based, and .5 A date by which :the Owner crust accept the Guaranteed, MMitnurp Price. • § 2.2.4 In preparing the Construction Manager's Guaranteed Maximum .Price proposal, the Constniction Manager shall include its Contingency fpr,the Construction Manager's exclusive use to cover those unaitticipatcd costs considered reimbursable as the Cost of the Work but not included in a Change Order forunantiti.pated costs it has incurred that are not the basis for a Change Order underthe Contract Documents, whicli Contingency shall not exceed fifteen percent (15%) oftlic Cost of the Work. By way of example, and not as a lirnitation,-such costs niay include: (a) trade buy-out differentials; (b) overtime or acceleration: (c) escalation of materials; design errors or omissions (f) those evenls for which the Owner has extended schedule and time but has not increased the Contract Suet (i.e. for conditions out of the Contractor's control). The Contingency is not available to Owner for any reason, including, but not limited to changes in scope or any other item which would cltablc Construction Manager to increase the Guaranteed Maxiinuin Price under the Conti act Documents. Construction Manager shall provide Owner notice of al I anticipated charges agairist the Contingency, and shall provide Owner a monthly status report setting forth an accounting of (lie Contingency. Construction Manager agrees that with respect to any expenditure front the Contingency relining to a Subcontractor default or an event for which insurance of bond may provide reimbursement, Construction Manager will in good faith exercise rensonable steps to obtain performance from the Subcontractor Init. AIA Decumeiet A133" — 2009 (formerly Al Y1 IICMc — 2003), Copyrlghl m 1991, 2003 and 2009 by The American institute of Architects, All rights reserved. The 'Amarlean Insrltute or Arr3rrlects," -ALA," sea AIA Logo. and'AIA Conlract Mcunusnts' are registered rraderriwks snd they not ba used 4+llhoul. permisslun. This 4 document was produced by A1A software at 16:08:45 ET on 1010712020 under Girder No.9143e27137 which expires ott tt912"021, is not for resale, is licensed far 1 one-time use only, and may only be used in accordance with the AIA Contract Dacumordsa Terms of Service. To report opynghl violations, e-mail extpyright�al8:org. User Notes: (109702977) I and/or recovery from any surety or insurance company. Construction Manager agrees that if Construction Manager is subsequently reimbursed for said costs, then said recovery will be credited back to the Contingency. § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal, In the event that the Owner and Architect discover any inconsistencies or :inaccuracies in the infennation prescntcd, lacy shall promptly notify the Constniction Manager, who shall snake appropriate adjusttnciits to the Guaratitced Maximum Price proposal, its basis, or both. § 2.2.6 Following review of the Guaranteed Maximurn Price proposal, and after making any appropriate adjustments thereto, Owner shall notify'ihc Construction Manager -that the Owner has accepted the Guaranteed Maximum Priee.in writing on or before the date specified in the Guaranteed Maximum Price proposal. rollowing'Owner's acceptance of a Guaranteed Maximum ,Price, the Owner and Construction Manager.shall execute the Guaranteed Maximum:Price Amendment amending this Agreement, a copy of.whieh the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shdil set forth the agreed.upon Guaranteed.Maxinitun Price with tic information aitd assumitioiz upon which it is based. § 2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part ofthe Cost of the Work prior to the commencement of the Construction Phase, unless the Qwncr providers ,prior written authorization for such costs. § 2.2$ Thc'Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Aineildmeni. The Owner shall promptly furnish those mised.Drawings and Specifications io the Construction Manager as they ari revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies betwcep the Guaranteed Maximum Price Amendnent and rthe revised Drawings and Specifications. § 22-9 The Construction Managershall include in the Guaranteed Maximum Price all sales, consumer, use and.similar taxes for the Work provided by the CoMiruction Manager that are legally enacted, whether or not -yet effective; ai the • time the Guaranteed Maximum Price Amendment is executed. § 2.2.10 The Work will bc'provided under all awarded schedules and shul)'besubstantiality completed as of the date set forth in Exhibit H to the Guaranteed Maximum Price Amendment. Final conpletion for all Work awarded shall be date as specified in'UhibitH to.the Guaranteed Maximum Price Amendment: § 2.3 Construction Phase § 2.3.1 General § 2.3.1.1 For purposes of Section 8.1.2 of A201-2017, the date of comimic'ement of the Work shall mean the date of commencement of the ConstruetionPhase. § 2.3.1.2 The Construction Phase shall 0mmicince within len (1 p) calendar days, after completion of all of the following: .1 Owner's approval of the total Cost of the Work. .2 The Parties' mutual execution of the Guaranteed Maximiun Price Amendment; .2 Owner furnishing evidence of ability to finance the entire Cost ofthe Work ..3 Procurement of a coniptete and final Building Permit, bn'ading perntit, and otherpermits necessary for the commencement and continuity of construction operations; .4 Delivery of such Fonds as Construction Manager may be required to'fur-nish in dccorda9ce with Article 8 of this Agreement; .6 Delivery of such Certificates of Insurance that Construction Manager is required to purchase and maintain in accordance with.Article 8 of this Agreement-, and J Issuance of a Notice to Proceed. § 2.3.2 Administration • I § 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed undensubcontracts or by other appropriate agreements Init . AiA 4ocument A133-- 2006 (formerly A121 r" Mc—2003). Copyright m 199i. 2003 and 2009 by The American Institute of Architects. All tights reserved. The American tnstitule of Architects," 'AIA," the AIA Lugo, and'AlA Contract Documents' are registered trademarks and may not he used without permiasiun, This document was produced by AIA software at i O:o8AS ET on 10107/2020 under Order Nu.9143837137 which expires on 0912912021. Is not for resale, is licensed for l one -lime use only, and may only be used in aceordance with the AIA Contract Dccumentsa Terms of Servtee. Ta report copyright vinlatlans, a -mail cotryyri0t@ala.org. laser Notes: (1999792977) • with the Construction Manager. The Owner Inay designate specific persons froth whom, or entities from which, the Cons tructionManager shall obtain competitive bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. Tile Owner shall then deterniinc, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection, § 2.3.2.2 if the Guaranteed Maxinnum Prrice has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (2) is qualified to perform that. poiiion,ofthe Work,.and'(3) has submitted) a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may reglrire that a Change Order:be issued to adjust the Contract Time,gnd the Guaranteed Maximum Price by the difference between the bid of the llersaTt or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 2.3.2.3 Subcontracts or other agrecincrits shall conform to the ali0licable payment provisions of this Agivement.. and shall not be awarded on the basis ofeost plus a fee without the prior consent of the Owner. 1f the Subcontract is awarded on a cost-plus fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the satne audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager ii1 Section 6.11 below. § 2.324 if the Construction Manager recommends a specific bidder that may be considered a''relatcd party" according to Section 6..10, then the Construction Manager shall promptly notify the .Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction according to Section 6.10.2. § 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such iliatters as procedures, progress, coordination, selieduling,.and status of the Work. The Construction Mariaber shall prepare and promptly . distribute minutcs to the Owner and Architect. § 2.3.2.6 Upon the execution of tltc Guaranteed Maximum Pricc Amendment; the ConstructionManager shall prepare and submit to the Owner and Architect a construction schedulc for the Work and submittal schedule in accordance with Section 3.10 of A201-2017. § 2.3.2.7 Included in the working days is do allowance for b anticipated adverse weather days total for the prnjcct; where weather prevents or interferes with the critical path construction activity and construction manager is delayed in the progress of the Work by unanticipated adverse weather. (Parag►•aph deleeclj § 2.3.2.9 There is no bonus incentive for early completion of this Projecti nor will liquidated damages be assessed for failure to substantially complete the project by the Substantial completion Date, § 2.3.2.10 The Construction Manager shall record. the progress or the Project on.a monthly basis, or otherwise as agreed, to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, shori,ing percentages of completion and other itifor niation required by the Owllcr, The Construction Manager shall also keep, and make available to the Owner and Architect, a daily lot; containing a record for each dfiy of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that. might affect progress of the work, accidents, injuries, and other information .required by the Owner. § 2.3.2.1 The Construction Manager shall develop a system of cost control for the Work, itfeluding regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall Incivide Lhis information in its monthly reports to the Owner and Architect, in accordance with Section 2.3,2.7 above. § 2A Professional Services . Section 3, l 2.10 of A201-2017 shall apply to both the Preconstruction and Construction Phases. Init, AiA AiDocumonl A133'" - 20aH (formerly A121'" CMe-2903), copyright d. 1991, 2003 and 2009 byThe Americo n institkile of Arehireots. A4 dghts reserved_ Ttre ne'tican tnstiture of A chiiects, 'AIA," thu AtA Logo, and AiA Conrru0i Quwn%%iW ere rogtstered tradamarlss and mny not bo used without permission. This documemwas produced by AIA software at 18:08:-0S ET on 1Q10712020 ureter Order No.91d3827134 whlch expires on o9r'l912021, is:not for rosale, Is tfconsed tot 1 one -lime use only, and may only be used In aeoordanm with the AIA Contract Documents* Tams of Service. To report copyright violations, e-mail copyright@aia,org- User Notes: (1999792977) • § 3.1.2 Owner has appropriated funds equal to or in excess of the Contract Sum, and the Guaranteed Maximum Price Amendment shall include a provision to that effect. § 3.1.3 The O%Oner shal I establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost. of the Work as defined in Section 6.1.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases -.the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, sliall thereafter agree.to a corresponding change in the Project's scope -and quality, § 3.1A Structural and Environmental Tests, Surveys -and Reports,. During the Preconstrnclion Phase, the Owner silall ,furnish the following information or services with reasonable promptness. The Owner shall also Furnish any other information or services under the Owner's tmntrol and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's writtetr request far such inforrnatfon or scNiccs, The Construction Managershall be cnlitlu:d to rely on the accuracy of information, and services furnished by the Owner but shall exercise pioper.precatitions relating to the safe performance of the Work. § 11.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the. 'parties, such as structural; mechanical, and chemical tests, tests far air and water pollution, and tests for hazardous materials. § 3.1.4.2 The Owner-shall'furnish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe'Project, and a legal description of thesitc. The surveys and legal infomiation shall include, as applicable, grades and .lilies of streots, alleys, paver4ents and'adjoining,property and structures; designated wetlands; adjacent drainage; rights=of Way, restrictions, easements, encroacluitents, zoning, deed restrictions, boundaries a6d;enntours of the site; lOcalipns; dimensions and necssstyry delft ,,with respect to existing buildiigs,,other improvements and trees; and information concerning available"utility services and lines, both public and private, above and below grade, 'including inverts and depths, All the information on the survey shall be referenced to a t'rojec# benchiriark. § 3.1.4.31he Owner, when such services are requested, shall. furnish services of.geotechnical engineers, which .may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous.matcrials, seismic evaluation, ground corrosion tests and resistivity tests; including neccssary,operations for anticipating subsoil conditions,. with written reporl;s and appropriate.reconttilendatioils. § 3.1.4.4 During the Construction Phase, the ©weer shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owncr shall also'furnish any other information or serviees under'the Owner's control and relevant to the Construction Manager'sperformatice of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. § 3.2 Owner's Designated Representative The Owner skull identify arepresentutive authorized to act on behilf.ofthe Ovrrner with respect. to the project. The Owner's representative shall render decisions promptly and furnish information expeditiously; so as to avoid unreasonable delay in the services or Work of the Construction Manager. E cept as otherwise provided in Section 4.2.1 of A201-2017, the Architect does riot have such authority. The term "Owner" means the Owner or iho Owner's authorized representative. § 3.2.1 Legal Requirements.'The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 3.3 Architect The Owner shall retain an Architect to prnvidc services; duties and responsibilities as described in AIA DocurneniB103" —2017, Standard Form of Agreement Between Owner and Architect, including any.additional services requested by the Construction Manager that are necessary for the C6nstntction Phase services under this Agreement. The Owner shall provide the Construction Manager a copy of She executed agreement between the Owner and the Architect, and any further modi rrctrtions to the agreement. . I (Paragr•alihs deleted) AIA Document A13V - 2009 (for morly A1211" CMc - 2003). Copyright W 1991, 2003 and 2609 by Thu American Instituto of Architect$. All rights roServed. The Init. rAmerlcarr Institule of fthilecls,' "AIA; the AIA Lago, and'AlA Contract Documents are rpgisterud trademarks and Wray riot be used Withput permission. This document was produced by AIA software at 16:08AS ET on 1 OJD712020 under Order No.9143827137 which expires on 0912912021. Is not for resale; is licensed for J ono41me use pnly, and may only be used In accordance with the AIA Contract ooeumeniseTerms of Swvlea. To report eopydght violallons, a -mall eopyrighteala,org. User Notes: (1099792977) 181 § 2,4A Design/Build Components. The Work includes the DesiignB.uild Work, as defined below. § 2,41 Except with respe& to the Desigh/Build Work, as defined herein., to the extent that the Owrier leguires any incidental services, construction consulting, niatcritil or cast chghiecring analyses, the Owner acknowledges that such services aic advisory. in nature and are not to be considered professional design services. Except with respect to the Desi,ii/Build Work, the Owner will, with due diligence, refer any such recommendations, suggestions or questions to the appropriate design professionals, and Ilse Construction Manager shall have no liability to the Owner or to the Architect or its consultants for such services requested by the Owner. § 14.3I)tider this Agreement, the "Desigii/Huild Work" shall be defined as that'cotistracfion deliverynrethod whereby the'Construction Manager his entered or will enter' into subcontracts that include delivery of design/build services by a Subconnractor. The DesrgnfBulld Work will be pdfol-m d in aeftrdinlce Willi the proviylatts dithls Article 2.4, The Owner acknowledges that the pricing for the DesignlBuild Work included in the Contract Sung is based upon the scope of the DesignlBuild Work set forth in the Plans and Specifications us of thedate of fins Agreement or as set by (lie GMP Amendment. The Contract Time shall be equitably extended and the Contract Sutn, including applicable General Conditions Costs, bonds and insurance, shall. be increased if the scope of the Design/Build Work changes. § 2.4.3.1 The DesignlBuild Work niust be performed as expeditiously as.-ts consistent with professional skill and care and the orderly progress of the Wank. The Construction Manager, through the applicable; Subcontractor, will submit for the Owner's approval a schedule; for. the performance -of the Design/Build Work which may be adjusted as the Project. proceeds, and shall include allowaric" for perinds of time: required for the Owner's review and approval, 'i'lie Construction Manager shall cause Eire Design/Btiild Work Subcontractor to properly and timely submit their respective designs.for approval by the Architect and with any and allapplicable authorities having jurisdiction over the Project.. § 2.4.3.2 For all Desiga/B.tiild Wpiti the Constructipn.Matiagcr shall require the DesignlBuild Work Suhcontractor slid relevant Sub -subcontractor to pr6vide and !maintain appropriate professional liability coveicige insurance` The . Design/Build Work Subcontractor and Sub-$ubcdritmetor shall "continue to carry professional liability insurance (hilt complies with (lie requirements of this Agreetuent Through the applicable Statute of.Repose or such other tune as inay be designated Herein. Notwitllstanding anything to the contrary set forth herein, the Owner hereby acknowledges and. agrees that, in the event of any defect in dtc-design of the Design/Build Work as prepared by the Design/Build Work Subcontractor and/or Sub -subcontractor, the ConstructionManagei•'s liability shall be limited to ihc.procceds available under such professional liability insurance policies, ithd the Construction Manager hereby assigns to the Owner all of die Construction Manager's claims against the Design -Build Work Subcontractor in connection therewith, and the Owner hereby waives atiy attd all rights it may have to any additional recovery or damages against. the Construction Manager.. The Construction Manager shall identify the Owner as all express; third -party beneficiary ofeach Design -Build subcontract, § 2.4.3.3 The Design/Build Work Subconte'aclor.and/or Sub -subcontractor sltall prepare construction documents for the Design/Build Work forapproval by the Owner and the Architect, consisting of dt~swings and specifications setting forth in detail the requirements for the construction of the Design/build Work portions of Project. The Architect shall review all designs and construction docilnients comprising t11e Design/Build Work for consistency, coordination and integration .purposes. Upon coinpiction and acceptance by the Owner and the Architect, the designs and construction documents comprising the Design/Build Work will be considered part of the Contract Documents. Nohvithstanding anything to the contrary set forth herein, the Construction Manager shall have no obligation tO l7ltvC its Subcontractor perfortn the DesignlBuild Work or to construct the Design/Build Work until the Owner has approved ilic designs and construction documents comprising the Design/Build Work, § 2.5 Hazardous Materials Section 10.3 of A201-2017 shall appiy to the Construction Phase&. ARTICLE 3 OWNER'S RESPONSIBILITIES § 3:1 Information and Services Required of the Owner § 3.1.1 The Owner shall provide information with remsonable promptness, regarding require€vents for and limitations -on the Project, including a written program which shall set forth the Owner`s objectives, constmints, and criteria, including schedule, space rcquirenients and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. lair. AtA Document A133" - 2009 (iormarly A121-CMc- 20031. Copyright 0 1991,2003 and 2009 by The American Institute or Architects. All rights reserved. Thee Amor€ran €nstituie of Architects.''AIA,'. the AIA Loyd, and "AIA Con"cl Mcurnerits' rate roostueed bademaiRs and may nal blo used wiiltout perrnir;sion, This document was produced by AIA software at 16:08:45 ET on 1010712020 under Order Na,9143827137 which expires on 09l2912021, is not jar res81e. is IlCOnsed lot f one-time use only, and my only be used in accordance with tho AIA Contract Documents'M Terms of Service. To report copyrighi %iolallons, e-mail copyright@aia.org. User Notes: (19997a2977} ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shal I pay the Construction Manager the Contract Sum in current funds. The Contract. Sum ii the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager's Fee. § 5.1.1 The Constriction Manager's Fee: (State.a Irnnrp srrni, percerringe rif Cos? nJ'lhe 946rk or other profi. sion for determining ibe Couch rrcfion t�lairttger 's Fee) (4.1%) of the total Cost of the Work, which shall be included in the Guaranteed Maximum Price. § 5.1.2 `[lie method of adjustment of the Construction Manager's Fee for changes in the-Wgrk: 5% ovt:rltcad'and profit § 5.1,3 Limitations, if an on a Subcontractor's overhead and profit fof inercases in the cost of its portion of the Work: 15% overhead and profit limit on subcontractor's markup on change orders § 5.1.4Rental rates for Construction Manager -provided equipment shall be as shown in. the Standard Tool and Equipment Rental Pricing List attached hereto as Exhibit.C. § 5:1.5 Unii prices, :if any: (ldeatiJji trrrd slate the runt price; state 11ne grrgrntity l tnitpfiorts, Jfgny. to ivllich the until p!•tce it.,it! be appllecrblc) Item Units and limitations Price per Unit ($0,00) • § 5.2 Guaranteed. Maximum Price § 5.2.1 The Construction Manager guarantees that the Contract Sunt shall not exceed the Guaranteed Maximum Pt`ice set forth in the Guaranteed Maximum Price Amcltdntent, unless amended by.a Change Order or Written'Anlendment. To the extent the Cast of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbumernent or additional compensation from the Owner. The Guaranteed Maximum Price shall be determined when Construction documents are 100% complete and approved b}r Owner and made part of IN Agreenmeni. by written amendmei►t hereto: Construction Manager does not guarantee any specific lime ilent estimate provided within the Guaranteed Maxintum Price. (Insert specific provisions if the Cansfraclion Marrdger is to paetici itm in array Mvingg) None. § 512 The Guaranteed Maximum Price is subject to additions and deductions by Change [rider as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. § 5.3 Changes In the Work. § 5.3.1 The Owner may, without invalidating the Contract and without notice to any surety, order changes in the Work within the general scope of the. Contrael. consisting dfadditions, deletions or other revisions. The Owner shall issue such changes.in writing. Such additions, deletions or revisions will be sulhorixed by a Writtcn.Amendnient, Change Order in accordance with Article 7 of AIA Document A201-2017. Tits Architect may make minor changes in the. Work as'providedin Section 7.4 of AIA Document A201-2017, General. Condit ions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be detertnined by any of the methods listed in Section 7,3.3 of AIA Document A2012017, General Conditions of the Contract for Constriction. Init.AIA Document AIW-2009 (formerly A121 TM'GMc— 2003j. Copyright Q 1991, 2003 and 20p3 by The American Institute of Architects. All light9 reserved. The "Mrerlran Institulc nrArchit4ct ," "AIA,-the AIA Logo, and "AEA CgntisCt fSricuinanW ate registered Iradernarks'and may not be used without pcimisgion: This document was produced ay AIA software al %06,145 ET on 1010TM20 under Order No,9143827137 which expires on U9129J2021. Is riot (or rpsAo. is Itcensoti for ! bne-lime use only, and may only by used in accordance with th a AIA CvntiW Doa►mentsv Temis of Service. To raporl cepynght viefations, e-mail copyright@aie.org. User Nales: (191r8792977) § 6.3.3 In calctilaiiiig adjtistr»ciits to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" said "fee" as used ill Section 7.3:3.3 of ATA Document A201 2017 and the terili "costs" its used in Section 7.3.4 of AIA Document A201=2017 shall have the ineanings assigned to them in AIA Document A201-2017 and shall not be mo+ lified by Sections 5.1 and 5.2, Sections"6.1 through 6.7, and Section 6.8 of this A.grectricnt. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the tin-nis of those subcontracts. § 5.3.41n calculiEtiitg adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above -referenced provisions of AIA Document A201-20I7 shall incan the Cast of the Work as defined in Sections 6. i to 6.7 of this Agreement and the terir "fee" shall mean the Construction Manager's Fee as defined in Section 5A cif this Agreement. (Paragraph deleted) ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in theproper performance of the Work, Such costs shall be, at rates not higher than the standard paid At theplacc of the Project cxeept with prior consent of the Owner. 'the Cost Uf the Work .;half include only the items set forth in Sections 6.1 through 6.7, as modified by Exhibit I Clar fications,.and Contractor's General Conditions Costs as itemized and identified in [lie Guaranteed Maximum Price Amendment. Should there be a conflict' between the Articles describing; tlic Cost of the Work, and in cast` of cisntlict Exhibit 1 Clarifications shall prevail. § 6.1.2 Whcre any cost is subject to the Owner's prior approval,. the Constiuctio.i MaEsager shall obtain this approval. I rior to incttrring'lhe cost, The parties shall endeavor to identify any such costs prior to executing Guaranteed • Maximum Price Amendmerit. I § SAA. Contractor's General Conditions Costs are defined as those costs that arc itcmixed and identified in the GMP Amendriiegt. . § 6.2 Labor Costs § 6.2.1 Labor rates and other compensation for employees in the direct employ of the Construction Manager to perform the Work or services specifically relatcd to the Work, whether at the site or in Construction Manager's - principal or a branch office, under schedules of job classifications and at stich'rates set forth in Exhibit D. Such employees sliall include -without limitation superintdTidents, fareinaii, construction workers, special consultants (including but not limited to architects, testing labaralbries, surveyors, attorneys and accountan(s) and other personnel employed full -tinge; Payroll costs for.eniployees not employed full time on the Wodc shall be apportioned on the basis of their time spent on the Work. Payroll. costs shall include, but not be. li.nnied to, salaries andwages plus the cost of fringe benefits, 'which shall include social security.eotitHbutions, unemployment, excise and payrnl) taxes. w4kers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. (Pal-agr al)hs eletetet# § 6,3 Subcontract Costs Payments made by the Construction Manager to Subcontractors forWork performed or furnished by Subcontractors in accordance with the repircinents cif the subcontracts. § 6,3.1 Construction Manager reseives the right to self -perform work typically performed by Subcontractors, if such work is identified for self -performance in the GMP Amendment anti only on a cost plus-fec (Nat -To -Exceed 5%) basis subject to an agreed upon guaranteed maximum price for the self -performed work. The Construction Manager sliall bid its proposed Guaranteed Maximum Price for the work to be "self-perforned" against at (cast three other interested trade contractors. Any subcontract for self -performed work will provide for payment in an amount equal to the Cost of the Work (as defined in the Contract Documents),and will not exceed the agreed upon subcontract guaranteed maximum price. All tennis and provisions of.any subcontniet for "self -performed work" witl be consistent with the tenns and conditions of this Agreement with the exception of the agreed upon Fee percentage. All savings under uny such subcontract for self -performed work shall be applied to.reduce the Cost of the Work under this Agreement and Init. AEA Document A133" -2009 (formerly AU IIM-.1003). Copyright C 1991, 2003 and 2009 by The American Institute of Architects. AEI rights reserved. The 'Ahn0kitn Lego, acid "AGE Conlracl Documants" arc registered trademarks and may net be used tvlthour pernussion. This document was pfaduced t)y AtA software at 16.06AS ET an 10107t = under Oider No.9143827137 which expires on b912912021. Is not for resale. Is licensed for I one-time use ordy, and may only be used in accordance with the AIA Centred Documentsa Terms of Service. To report capyrighi vinlatloris, a -man copyright@ala.oeg. User Notes, (1999792977) • the Guaranteed Maximum Price of this Agreement. For purposes of.d0ning "self-perfotmcd work" subject to this contract provision, any division ofConstruction Manager', or -any separate Construction Manager or subcontractor that is partially owned or who owned by the Construction Manager or any of their employees or employee's relatives Avill be considered a related party entity and will be subject to this provision regarding "self-perfortned work". NA self -performed work will be allowed to be perfoimied on a lump sum basis. § 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § GAA Costs, including transportation and.storage, of materials and equipment incorporated or to be incorporated in the completed construction, § 6.4.2 Costs of materials described in the pieceding:Section 6,4:1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Constmction Manager. Any.amounts-realized. from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.5 Casts of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5,1 Costs of transportation, stontge, installation, mailnienance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned'by construction workers that are provided by the Construction Manager at the site and folly consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment ai1d tools that are tint fully consumed shall be based on the cost or value of the item at the time it is .first used on the Project site less the value of the item when it is no 16nger used at the Project site. Costs for items not fully consumed by the Construction. Manager shall mean fair market value. § 6.5.2 Rental charges for temporary:'facilities; machinery, equipment and hand tools trot customarily owned by construction workers 161: are provided by ihe;Construction Managerat llte site and costs of transportation, installation; minor repairs, dismantling and removal.. Rates of Construction Manager -provided egtiipment are set forth in Exhibit C.'ihe rentals of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for • the Work. § 6,5:3,Costs of removal of debris from the site .of the Work and its proper and legal disposal: § 6.5.4 Costa of the Construction Managcr's'site office, including general office equipment and:supplies. Costs for communications services, eleclronic.equipmeitt,-and software, directly related to the Work with the 0wher's prior approval. Cost of document reproductions and delivery charges incurred in discharge ofduties connected With the Work, § 6.5,5 That ,portion of (lie necessary expenses Of Olt Conslruction Manager's "supervisory or administrative.personncl incurred while traveling in discharge of duties connected With the Work, including automobile allowances, eell.phones and subsistence expenses. § 6.5,6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, with adequate insurdtice e6ye'rage evidenced by a certificate of insurance provided to Owner, and snbjtw_t to the Owner's prior approval. § 6.6 Mlscellaneous Costs § 6.6.1 Costs of premiums for additional Bonds and insurance required because of changes in the Work. § 6.6.2 Sales, use oe sihi lar taxes imposed by a governmental authority that arc related to the Work and for which the Construction.Managcr is liable. § 6.6.3 Fees and assessment, for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by 'the Contrdct.Documents to pay, subject to Exhibit] Clarifications. § 6,6,4 Fees of Iiiboratories for tests required by Ilse Contract Documentsi except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.4:3 of AIA DocutnentA201 2017 or by . other provisions of the Contract Documents, and which do not fall within the scope of Section 6.73. tnit AIA Document A133-- 2009 (formerly A121 "'CMc - 2003). Copyvlght V 4991, 2003 and 2009 by The American Institute of Architects. Alt rights reserved, Tim Anarfltaii Institute at Architects,"AIA." the AIA Latta. aria 'AIA Contract nncumnnts' ar@ Ie$lstered trademarks and may not be umd without perrmssian, This .( document Was produced ny AIA software at 16:08:45 ET on 10/0712020 under Order No.$1 a3827137 which oxplres on 09f29r8021, is not ror tosal% Is licensed ror i ono4imo uie an ly, and may only be used to awardanrw with Ihe'AIA Contract Documonts°' Terms of service, To report copyright violations. 8-mall cop09hl@a1a.org. user Notes; {19997lYIg77j . § 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by.thc Contract Documents; the cost of defending suits or claims for infringement of patent right$ arising from such requirement of the Contract Documents; and paymctits trade in accordance .with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with'llte Owners consent. However, such costs of legal defenses,.judginenis and settlements shall not be included in the calculation of the Construction. Manager's Fee or subject to the Guaranteed Maximum Price. § 6.6.6 Costs for contntuitications services, electronic equipment and 'software„including Textura fees, directly related to the Work with the Owner's prior approval. § 6.6.7 Deposits lost for causes other than the. negligence of the Construction Manager, any Subcontractor, or anyone directly or indirectly employed by'any of .them and .for whose acts any of them may be liable or the failure of the Construction Managers any Subcontractor, or anyone directly or indirectly employed by any of them and for whose acts any 6f them may be liable to fulfill a specific responsibility. in. the Contract Documents, .§ 6.6,8 Levi, mediation and arbitration costs. including attorneys' fees, other than.those. arising froin disputes between the Owner and Construction Manager, reasonably incurred by.th, e-Construction Manager after the execution of this Agreement in the,performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. (Pa t•agi aph deleted) 16. 6:10 General Project close out costs, including.liut not limited to demobilization, ptinch.list, operation and maintenance manual and as -built drawing costs. § 6.7 Other Costs and Emergencies § 6.7.1 Other costs incurred in the petf'or•mance oflhe Work if, and to the extent, approved in advance in writing by the • Owner. § 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss its case of an emergency affecting the safety of persons and property, as provided `in. Section 10.4 of AIA Document A201�2017. • § 6,7:3 Costs of repairing or correeting,damaged Work execrited by the Construction Manager;' Subcontractors or suppliers, provided that such damaged Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair br cortecticn is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 6.7A The costs described in Sections 6.1 through 6.7 shall be included in the.Cost of the Work, notwithstanding any provision of ATA Document A20t 2017 or other Conditions of the Contract which may require the. Construction Manager to pay such costs, unless such costs are excluded by the prdvisions of Section 6.6. § 6.8 Costs Not To Be Reimbursed § 6.8.1 The Cost of the Work shall not include the items listed below: ,1 Salaries and other Onipen5atio.0 of the Constrtic►ion Manager's personticl, whether stationed at the site or at Construction Manager's principal office or offices other than the site office for.general administi iiion of the Work and not specifically referred to in Section 6.2, except as specifically provided in Section 6.2, or as may be provided in Article 1 I; 2 Expenses of the Construction Manager's principal office rind offices other than the site office; .3 Overhead and general expenses not expressly included in Sections 6.1 to 6.7 or 11.5 or otherwise excluded in Exhibit 1 Clarifications; .4 Any part ofthe Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work and charges against Construction "Manager for delinquent .payments, (urilessdelinquent payients are due to late payments from Owner); .5 Except as provided in Section 6.7.3 of this Agreement, costs due to the.negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone.directly or indirectly employed by airy of them or for whose acts -any of then► may be liable to fulfill a specific responsibility of the Contract, In€t. AIA Document A133" —2099 (formerly A121lc 7*CF — 2003). Copyright Q 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. the "Anwricae lmhkute al At011eols " "AIA," the AIA Logo, and "AtA ConbsCr 0ocuntents" are registered lrsdamRrks Find may nal be used vdlhout perti tsslon, This 12 dommont was produced by Al A software at 16.08:45 ET on 10107=20 under Omer No.9143827137 which expires on t3912912021: is not for roselo. Is licensed for t one-time use only, and may only be used in accordance with the AIA Contract DocumentsOTerms.of Service. To reporr.Copyright violations, a -malt eapyrighteaia.arg. U80r Notes: (1999792977) including correction of defective or nonconfonning Work, disposal of materials or equipment wrongly supplied, and repairing any damage to property; 6 Any cost not specifically and expressly described in Sections 6'. 1 to 6.7 or l 1.5; .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Ouaranteed Maximum Price to be cxeceded; and .8 Costs for services incurred during the Preconstruction Phase. § 6.9 Discounts, Rebates and Refunds § 6.9.1 Cash discounts obtained on paynlenis made by the Construction Manager shall accrue to the Owner.if (1) before making the paphent, the Construction Manager included ttiettt in an Application for Payment and received payment from the Owner; or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. 'trade discounts, rebates, refunds and amounts received from sain of surplus materials and equipment shall accrue to the Owner, and the Cnnstructiori Manager steal l make provisions so that they can be obtained. § 6.9.2 Amounts that accruo to tine Owner in. accordance with the provi$io.ns 4Scctiott 6.9.1 'shall be credited to the Owner as a deduction from the Cost of the Work. § 6,10 Related Party Transactions § 6.10.1 For purposes of Section 6.10, the term "related party shall mean a parent, subsidiary, affiliate or other entity having common ownership or managernent-with the Construction Manager; any entity in which any stockholder in, or' management employee of, the Construction Managefown`s rany interest in ezeess pf ten percent in the aggregate; Qr any person .or entity which has the right to control the business or affairs of the Construction Manager. The tcrilt "related party" includes: any member.of the immedime.family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the ConStn1cti6n Manager and a related party,.the Construction Manager shall notify the owner of the specific nature of the contemplated Iransactinn, • including the identity of the mlatcd.patty and the anticipated cost to be incurred; befotp any such transaction is consurniriated or cost .incurred. If the Owner, after such notification, authorizes the,proposM transaction, them the cost incurred shall be included as a cost to be rehribursed, and the Construction Manager shall procure the Work, equipment,.t odds of service from the related party, as a Subcontractor, according to tine terms of Sections 2.3.2.1; 2.3.22 and 2.3:2.3.1f the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related patty according to - party terms ofSectiorts 2.3.2,1, 2.3.2.2 and 2.3.2.3. § 6:11 Accounting Records The Owner shall be afforded access fo.tlle Constrticti6n. Manager's record books, correspondence, insiructions, drawings, receipts, vouchers, memoranda.and similar data relating to this Agreement for a period afthree pears after final payment. Any audit -shall be performed by a qualified construction CPA selected by Owner and acceptable to .Construction Manager, acting in the sole interest of the Owner. the cost Of tile audit $hall be the sole .responsibility of the: Owner. All audit findings wilt be considered confidential slid can only be disclosed between Owner, Owner's Auditor and Consliuction Manager unless the Auditor's findings result. in a dispute which yeasonably requires further disclosure. Otherwise, no disclosure of any uudit findings will be allowed to any other part' ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7A progress Payments § 7.1.1.Based upon Applications for Payment submitted to the Architeet by the Construction Manager and Ccrtifscates for Payment issued by'thc Architect, the Owner shall make progress payments on account of the Contract Suin to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.1.1 Payments by the Owner to tine Construction Manager will be in the forth of wire transfer of electronic Funds. § 7.1.2 The period covered by each Application For Paym, ent shall be tine calendar month ending on tine last day gf the month, or as follows, toil. AiA Document A133'_ 2009 (formerly A1217"CMc - 2003). Copyright D 1991, 2003 and 2009 by The.Ametiran Institute of Architects: All rights reserved. The 'American Inslilule of Archdects.-AiA,' rho AiA Logo, Arid'AIA ConlMd D"Uments' are registererd tredemasks and may not be used without permisslon, ThIs document was produced by AIA software at 16;0&45 £T on 1010TJ2020 under Order No.9143827137 which expires on 09f191`2021. Is not for reseie. is licensed roc 13 1 one-time use only, and may only be used In accordance with the MA Contract Documents° Terms of Service. To report copyright vialatians, email copyrighl@aia.org. tlsor Notes: (1999792977) • § 7.1.3 Provided that an Application for Payment is received by.the Architect not later than the filth day.of a nloitth, the Owner shall make payment of the,vertified amotint to the Construction Manager not later than the twenty-fifth day of the same month. If an Application for Payment is received by file Architect alter tilt; application date fixed above, payment shall be inade by the CKvner not later than thirty ( 30 ) days after the Architect receives the Application for Payment. 0 (Federal, slale or local laws may require jm)wrcw tviihiit a certain jmr od of'limed § 7.1.4 With each Application for Payment, the Construction Manager shall submit evidence required by the Owncror Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Costof the Work equal or€xceed.progress payments already received by the Construction Manager, less that portion.of those ,payments attributhble to'the Construiclion Manager's Fee, plus payrolls for the period covered by the present Application for Payment. § 7.1.5.Eacb Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in,accordance with the Contract Documents,' The schedule: of values shall allocate the entire Guaranteed Maximum Price. among,the various partions of the Work, except that the Construction Manager's'Fee shall be shown as a single separtic item. The schedule cif values shall be prepared in such -form and supported by such data to substantiate its accuracy.as Ihe Architect may require.:This schedule; finless obji;cted to by the Archilect, Shall be used as a basis for reviewing (lie.Cailstrticti4it.M:ur fger's Applications for Payment; § 7.1.6. Applications for-Paymentsliall show the percentage of completion ofeach portion ofthe Work as of the end of the peribd covered by the Application for Payment. The percenttge of cafiipletion 'shall be the percentage of that portion of the Work which has actually 'becn completed, § 7.13 Subject to other provisions of the Contract Documents, -the amount ofeach progress payment :shall be rnade as follows. ,1 Prior to substantial cornoletian, progress payments Shaft be inade in ainount to be 0inpuled as foll6wg (a) Take that pprtiotl'of the Guaranteed Maximum Priee properly allocable to compacted Work as determined by multiplying the percentage of completion of each portion of the Work by. the share of the Guaranteed Maximum Price allocated to that portion of tht Work in the schedule ofvalues. Pending final determination of cost to the Owner of Changes in the Work; amounts not in dispute shall be included as provided in Section 7.3.0 of AIA Document A201-2017; (b) Add that portion of the Guaranteed Maximum Price properly allocable to materials and egaipntent delivt r6d and suitably stored at the site for subsequent incorporation in the Work, at: if approved in advance, by the Owner, suitably stored off the site at a location agreed upon in writing; {e) Arid the Construction Manager's Fee, less retttinage of fiye percent ( .5 °1°). The Construction Manager's Fee -shall be computed upon the Cost of the Work at the rate stated in Section-5. I or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount that bears the -same ratio to drat fixed -sum fee as the Cost of the Work bears to a reasonableestimate of the probable Cost of the Work upon its completion; (d) Subtract retainage of five percent ( 5 %) withheld From every progt'ess payment, (e) Subtract the aggregalc of previous payments made by the Owner; (f) Subtract thashortfall, if.any, indicated by the'Construction Manager tit the documentation required.by Section 7.:1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and (g) Subtract amounts, if.any, for which the Architect has withheld or nullified a Certi Picatc for Payment as provided in Section 9.5 af.AlA Document A201.-2017. .2 Upon substantial compiction in an amount sufficient to increase total payments to Construction Manager to 95% of the Contract Sum, including The payments to Construction Manager on account of the Construction. Manager.Fee, less such autaunts as Owner may withhold in accordance with Article 9 of AIA Document A201-2017. § 7A.8 The Owner and Construction Mangler shalt agree upon a mutually acceptable procedure for review and approval of payments to Subcontrattors, and the Construction .Manager shall execute subcontracts in accordance with those agreements. Payments to Subcontractors shall be subject to reiainagc of not less than tell percent (10%). Iriit, AIA Document A133---2609 (formerly A121114CMto - 2003). Copyright O i 891, 2003 and 2009 bi The American Institute of Architects. All rights reserved. Tice 'Amerltan limliule ofArchitomo ,''AiA,' the AIA O;ia, and "AIA Contract Documltnls" ara regislered tmdamaft and may nut be used without,permissian. This 94 document was produced by AIA software at 16;03-45 t=T an 1010712020 under order ido.9143827137 which expires on 09129f2021, is not for:resete, is licensed far one-time use only, and may onty be used In accordance with the AIA Contract Documenlso Terms of Service. To deport copyright violations, einall mpyri�l�ala.org. User Notes, (109§702977) § 7.1.8.1 Upon satisfactory completion niid acceptance of the following portions of the Work, full retainaf a Will be released to the Subcontractors performing the following Work: Demolition ,Earthwork Utilities shoring Rebar Caissons Concrete Foundations Pre' -Cast. Concrete Masonry Structural Steel § 7.1.9 Fkccpt with the Owner's prior approval,'tite Constiuetion Maflagershall not make advance payments to suppliers for materials or. equipment which have flat been delivered and stored at the site. § 7.1.10Ill taking action on the Construction Manager's Applic6tions for.Paymcnt, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by rite Construction Manager and shall not be deemed to represent that the Architect has made.a detailed examination, audit or arithmetic verification of the documentation $pbmitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on -site inspections; or that the Architect has made examinations to ascertain how or t'or what purposes the Construction Manager has used amounts pee�viously,paid oa account of the Coatract, Such exalnin>ations, audits and verifications, if required by the Owner, will be perfutined by q►plified auditurs.who are mutuially acceptable to the Owner and Contractor, but acting in the sole: interest of the Owner. • § 7,2 Final Payment. § 7.2.1 Final payment, constituting the entiiv mipaid balance of the Contract Sum, shall be made by the Owncr io the Construction Manager when .1 the Construction -Manager has fully performed the Contract except for the Construction Manager's responsibility to correct Workas provided in Section 12.2,2 of AIA Document A201-2017, and to satisfy other requirements, if. any, which extend beyond Anal payment; .2 the Construction Manager has submitted a final accounting For the Cost of the Work and.tt final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect. I The Owner's final payhient to the Construction Manager shall be madeno later than 30 days after the issuance of the Architect's final Certificate for Payment. 17.272 The Owner's auditors will review and report in'writing on the Constriction.Managcr'.s final accounting witltin 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as tire Owner's auditors report to be substantiated by the Construction Manager's filial accounting, and. provided the other conditions of Section 7.2.1 have been tact, the Architect will, Within seven days after receipt of the written report of the Owner's auditors; either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for Withholding a certificate as provided in Section 9.5.1 of the AIA Document.A201--2017. The time periods stated in this Section supersede those stated.in Section 9A. i of the AIA DocumentA201-2017. The Architect ig not responsible for verifying" the accuracy of the Construction Manager's final accounting. Work that is subject to a lump sum price shall not be subject to audit. except for the percentage of work actually completed versus file amount billed io%vard the lump suns price. Agreed upon rates which fonts the basis of the Cost of the: Work shall not be subject to audit. § 7.2,3 If the Owner's auditors report the Cost of the Work as substantiated by the Construction M-anagcr's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request Medication of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2017. A is request for mediation shall be made by the Construction Manager Within 30 days after the Construction Manager's receipt of a copy o.f the Architect's final Certificate for Payment. Failure to request mediation within this 3D-day [nit. AIA Document A133" — 2009 (formerly A121""'CMc — 2003). Copyright V 1991, 2003 and 2009 by The American Instilute of Architects. All rights reserved. -The "American lnblirutp of Architects," "AIA," the AIA Logo, and 'AIA Contracl MpumQnts' Ara registered trademarks and may not bs used without permission This FJ document was produced by AIA soltware at 16,08A5 ET on 1010712020 undor Order No.9143827137 which expires on W29t20211, is not for resale, Is licensed far ! one-time use only, and may only be used In accordance with the AIA Contract Documents' Tema of Service. To report copyright violations, e-mail copy"igMimaia,org. User Notos: (1999792977) • period shall result in the substantiated amount r epoiled by the Owner's auditors becoming binding oil the Construction Manager.'P.ending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Puyment: (Parag)•upll deleted) ARTICLE 8 INSURANCE AND BONDS For all phases of the Project, the Construction Manager and the Owner shall purchase'and maintain insurance, and the Construction Manhgcr shall provide bonds as set forth ill (Pnragrrrinlis deleted) Exhibit H. (cable ddeied). ARTICLE '§ DISPUTE RESOLUTION § 9.1 Any Claiin between the Owner and Construction Manage_ r shall be resolved in accordance with the provisions sat forth in this Article 9 and Article 15 of A201-2017. § 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201-2017, the method of binding dispute. resolution shall be as follows: (Check the allpropriare box. ffthe 010wi- dnd Conrstrinclion Manager do nol select a method grbinding dispitle resohuio►t below, or do not s{fAser/ntendy agree in iwilting to a.binding d4pule resolution metfiDd other that+ litigation, Claims will be resolved by litlgr (kn in a coin' pf cbrrrpetent,jrq isdielioil) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201--�2017 [ X ] Litigation in Weld County District Court. [ ] Other: (Specify) None. In the event either party by this Contract commences -a legal proceeding Against the other to enforce ar interpret this Agreement; then the prevaili6g,party shall be awarded its attorneys' fees and. costs. (ParagivlAs deleted) ARTICLE 10 TERMiNATION OR SUSPENSION § 10.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Ainendment,'the Owner may terminate this Agreement upon not less than sevcrn hays' written notice to the Construction Manager for the Owner's convenience and without cause., and the Construction Manager may terminate this Agreement, upon not less_ thin seven hays` written notice to Ilie Owner, for the reasons set forth in Section 14.1.1 of A201--2017: § 10.1.2 In the event of Icrinination of this Agreement pursuant to Section I0.1.1, the Construction Manager shall be compensated for any Preconstruction Praise services performed utider the executes preconstruction agreement dated 9117/19, and in accordance with such agreement. ePuirrgraphs deleted) § 10.2Termination Sub"quent to Executing Guaranteed Maximum Price Amendment Following execution of the Guaranteed Maximum Price Amendment rind subject to the provisions of Section 10.2.1 and 10.2,2 below, the Contract may be tenninated as provided in Article 14 of AiA Document A201-2011. j (Paragraphs deleted) § 10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AiA Document A201-2017. In such case, the Guaranteed Maximum Price and Contract Tirne • shall be increased tis provided in Section 14.3.2 of AIA Document A201-2017, except that the term "profit" shall be understood to mcan (lie Construction Mannger's Fee as described iii Sections S. I and 5.3.5 of this Agreement, InlL AIA Document A133"-- 2009 (formerly A121 T"CMe — 2003). Copyright 01991. 200a and 2DO9 by The American Institute of Ardiltku. All rights reserved. The 'American lrisi rule 01 Arehitecfs,"'AIA," the AIA Logp, and 'AIA Contract Doalntei+tf a:'e regislered leademarks and maynnl be used wtthoul pemrlsslon. This 16 document was produced by AIA sollwaro at 16:08:45 ET on I =7=20 under Order N4.9143627137 which explres on 0a129r2021, Is not for oesele, is licensed for ! ane-lime use only, and may only be used in accordance with the AIA. GonlraCl Dccumeatsm Terms of Service. To report copyright violations, e•mall copyrighl@are.org. User Notea; (1990792977) • ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Terms in this Agreement shall have the sanie meaning as those in A201-20t 7. § 11.2 Ownership and Use of Documents Section 1:5 ofA201--2017 shall apply to the Construction Phase: § 11.3 Goverrling Law Section 13.1 ofA20.1-2017 shall apply to the Constnicaon Phase. § 11AAssignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement: Neither the Owner nor the Construckion'.Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's riglits.and obligations under this Agreement. Except as provided in Section 13.2.2 of A201-2017, neither patty to the Contract shal I assign the Contract 'as a whole Without written consent of the other. If either party attempts to make such an Assignment vlritliout ;such consent, that party shall nevertheless- remain. legally resp:onsiblefor all obligations under the Contract. § 11.5 Contractor's Rep resentation§' In order to induce Owner to enter into this Agreement, Construction Manager makes the,following representations: (Paragraphs deleted) § 11.5.1 Construction Manager is aware of the general nature ofwork to be performed by Owner and others at the site that relates to the Work as indicated.in the Contract Documents. Construction Manager has falniliarixed itself with the general nature and extent of the Contract Documenis, Work, site, locality, all local conditions that in any manner may affect cost, progress; perfortnahce, or furnishing of the Work: it is also understood that the Architect of r"ot-d has implemented, and incorporated into the construction documents all applicable codes, laws, existing conditionsi factors, etc, tlfat are applicable to the project. § 11.5.2 Construction Manager has reviewed all reports of explorations and test "of subsurface conditions at or contiguous to the site and tilldrowings.ofphysical conditions in or.ielating to existing surface or subsurface struetutes at or contiguous. to the site (exceptxtriderground facilities) that have'been" utilized.by Architect in preparingtlie Contract Documents, and accepts the geiieral accuracy of the technical data contained in such reports and drawings upon which Construction Manager is entitled to rely.. § 11.5.3 Construction Manager has obtainer{ and carefully studied (or assumes responsibility for obtaining and carefully studying) . all such additional suppleinenfaty examinations, investigations, explorations, tcsts,.repom, and studies and data which pertain tti the subsurface or physical conditions at or'contigudus to the site or otherwise may affect the cost, progress, performance or furnishing of the Work and which relate to any aspect of the means, methods, techniques, segrieaccs and procedures of construction to be employed by Construction Manager and safety precautions and. pr4granls incident thereto. § l 1.5.4 Construction Manager has mviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing underground fttcililies at or contiguous to the site and assumes responsibility for accurately locating said underground facilities as required by Colorado law. § 11.6 Compliance with laws and .immigration status obligations. §11.6.1 Construction Manager shall give all notices and comply with all Laws and Regulations applieWe to furnishing and performance of the Work. Execpt where othcilvise expressly required by applicable s Laws and Regulations, Owner shall not be responsible for monitoring Construction Manager's �. compliance with any Laws or Regulations. § 11.6.2 Construction Manager certifies, through signature of its authorized representative executing this Agreement, lniL AIA daculnent Al33" — 2009 (formerly A121 ..We — 2003j, Copyright 01991, 20a3 and 2009 by The American Institute of Architeals. All rights reserved, The. "Anwilcan inrtliute of Architects,"'AIA,' thrs AIA Logo, and 'AIA Contract Documents" are regislemed Irmdemwks and may not be used without permf3sion, This 7 document was produced by AIA software at 16;08:45 ET' on 101071202a under Order No.9143921137 which expire s on OW912021, is not for resate, is licensed for one-time use bniy, and may only be used in accordance with the AIA Contract DowmentO Terms of service. To report copyrightviolalions. e-mail copyrigtltOaia.arg, User Notes: (1999792977) . that it does not knowingly employ "or contractwith an illegal alien who wilt perform work under the public contract for services and that the Contractor will participate in the united States Government's E-Verify Program or the State of Colorado Department of .Labor and Employment Program ("Department -Program") in order to confinii the employment eligibility of all employees who are newly lured for employment to perforn work under the .public contract for services. § 11.6.3 Construction Manager shall not: .1 .Knowingly employ or contract with an illegal alien to perform work under this Agreement; or .2 Enter into a contract with a subco tractor Ihat fails to certify to tlta contractor that the subcontractor shall not knowingly employ or contract with ail illegal,alien to perform work under the public contract for services. § 11: 6.4 Construction Manager shall aff.rm as required by C,R:S. § 8-17.5402. (6) (11), as may .be otriendcd, the eiiaployment eligibility of all employees who are tiesuly hired for -employment to perform work under the public contract for services through participation in either the'E=Verify Program or the Department Program. § 11.6.5 Construction Manager is prohibited from using the E�Vcrify Program or Department Program procedures to undertake pre-employmentscreening ofjob applicants while the public contract for services is being performed, §11.616 if Construction_ Manager obtains actual knowledge that :a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien; Construction Manager shall be required to: ..1 Notify the subcontractor and the Owner within three flays that the Construction Manager has actual knowledge that the subcontractor is employing or contracting with an illegal alien, and • .2 Terminate the subcontract with the subcontractor if within three days of receiving the notice rouired pum cant to sub -subparagraph 13.6(a) required the subcontractor does not stop empioying or contracting with the illegal alien, except that the Construction Manager shall not terrniriate the contract with the subcontractor if during such three days the subcontractor provides information to establish that Ilse siibcontrttctor has not lc owhigly employed or cdnlritcled with an.illegal alien. §11.6.7 Construction Manager shall comply with all rules and regulations and any reasonable request by -the State Department of Labor and Employment made in the course of the Department's pertbnriancc. of its lawful duties pursuant to C.R.S. 8.17.5-I01 et seq., as niay be amended, § 1.1.6.8 if Construction Manager violates any of the provisions set forth bi this section, the Ow_ nor may terminate (lie Agreement and Construction Manager shall be liable for all actual and consequential damages incurred by the Owner,. § 11.7 Otlier provisions: § 11.7.1 Construction Manager is responsible only for construction of the Project according to the Contract Documents. Construction Manager is not a. licensed design professional and has no processional .qualifications iii architecture, structural, mechanical, electrical, civil or acoustical engineering. Asiy'+aluc enginecrifig recommendations or alternate material suggestions by Construction Manager ar'c subject to prior'approval and Acceptance by Owner and Architect, § 11.7.2 Owner acknowledges that soil movement beneath the building improvements.rnay cause damage to the slructure. There are various wi►ys of construction improveinents oli soils that prove Ili -it can help reduce this risk of damage. It is C61isirmlion Manager's and Architect's responsibility to review with Owner lite Soils Report and to assist Owner in bcconiing infornied ofvarious methods of construction and risk of damage due to soil movement • associated with the various methods, It is Owner's responsibility to detennine which niethod of constructing the linprovements that Owner desires to 6niploy and haw much rick. Owner is willing to accept. Owner acknowledges that Init. AiA Document AI W - 2009 (fottoerly A121 T"CMe-.2003). Copyright Q 1991, 2003 and 2009 by The AnwNc to Institute of Architects. Art rights reserved, The. 'AmoricAn Inslilule of AiCtnierts. "AIA; the AIA logo, an-d WA W*Rrrt Dotuatents" are regIrAered Baden;arks and may -Pour be us"d wilhour perinkslan, This 18 document was produced by AlA software at 16;08;45 ET on 11010712020 under Order No,9143827137 which expires on 0912912o21. Is not for resale, is licensed for i rune -time use only, and may only be used in accordance with the AIA Contract Qocumentst' Terms of Service. To report ropyiighl violations, e-mail ccpyright@aid.org. User Notes: (1999782977) it may not be possible to totally clirvinate the risk of soil movement and darnage tv�lhe�building improvom ts. Provided that Construction Manager constructs the Project in accordance with the Cant act,Docuinents, Owner may not make a claim'against Construction.Manager with respect to damages to the project caus d'by soil anoverncnt. i . , 0 _ 4 § 11.7:3 It is rite responsibility ofthe _Owncr to address all potential issues with adjoining property owners such as party lines, Yero lot lines, site drainage, etc. before the commencement of construction. The Construction Manager specifically excludes costs resulting from issues with adjoining properties. § 11.7.4 In the event the base price of essential construction materials to the Project'at the time or date of installation (or purchase by the Contractor) increases by more than 14%0 of the Producer Price Index for conshliction materials and components, Series ID Number WPUFD432, published by the U.S., Bureau of Labor Statistics in effect for the month in which the materW was tnstulliW or purchased, file Contract Sum shall be equitably adjusted to reflect such increase. The Contractor's equitable adjustment shal I be made by Change Ordcr in accordance with the provisions of AIA Doc►unent A201-2017. Anadjustment in the pricing for a price -..impacted material shall not include any amount for overhead and profit, The Contract Price shall not be adjusted by more than 25' % ofthe original ContractSurtt for the aggregate of t1fe increases in baseprices for any potentially price -impacted essential construction materials. § 11.7.5 The Owner and Construction Manager acknowledge and agree that the payments. hereunder shall constitute current expendituies of the Owner payable in the fiscal years for which funds Are appropriated for the'pAyment thereof. The Owner's obligations under this Agreement shall b6 from year to year only and shall not constitute a multiple•frscal year direct or.indirect dent orother-financial obligation of the Owner, or an obligation of the Owner payable in any fiscal year beyond the.fi5ca1 yearfor ►which funds arc appropriated for the payment thorcof, or payable from any funds • gf the Owner other than funds. appropriated For the .payment -of current expenditures. No provision of this .Agreeme. nt. shall be construed to.plcdge or to create a lien on any class or source of Owner monies, assets or properties ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement. represents the entire and integrated agreement between the Owner and ihc'Construction Manager and supersedes all prior negotiations, representations or agree inents, either written or oral. This"Agreement may be amended only by written instrument signed by both Owner rind Construction Manager. § 12.2 The Mowing docurnents comprise the Agreement: .1 AIA Docutriew A] 33=2009, Standard Forth of Agreement Between Owner and Construction Manager as Constructor where, the basis (if payment is the Cast. of the Work Plus a Fee with a Guaranteed Maximum Price 2 AIA Document A201 �2Q 17, General Conditions of the. Contract for Construction (Paragraphs defeled) .S Other documents: • (List oilrer docantepts, rf ar{v, forming purl nJ' fhe Rgreehremr ) Exhibit A AIA Document At33-2009 GM Amendment Exhibit S Insurance and Bonds Exhibit C Standard Toot and Equipment .Rental Pricing List Exhibit D Labor Rate.% Exhibit E Di•awi11g8 & Specifications Indox Exhibit F GMP Estimate Exhibit G Alternates Exhibit H Construction Schedule Exhibit i Clarifications Exhibit I Subcontractor Bid Tab Summary Exhibit K Allowances tnit AIA Document A193"'— 2009 (formerly A1211" CIMIc w 2003). Copyright � m 1991, 2t103 and 2009 by The American Institute of Architects, All rights reserved, The 'Amoriean Insliluto of Arc) il.ecls,' -AtA," the AIA Logo, up id WA Contract Documents" are registered trademarks and Inay nor bo used Millout pearrrission. This 1 document was produced by AIA scllmra at 10:09:48.ET on 10,10712020 under Ordur No.9143827137 which expires un 09129=21, Is not for resato, is licansed for t One-time use only; and may only be used in accordance with the AIA Contract Documents°Terms of Service. To report copyright violallons, e-mail copyrlghVOO.'org. User Notes: (1999702977) iThis. A6 'n 'rcd iIt F the day 0 110ri11-1 Wid INC,) +1��1f,� refill Ialure) Init. AIA Document Al33' — 2009 (formerly A121 "'CMc — 2003), Copyright 01991, 2003 snd 2009 by The Americarl Institute of Architects, All rights reserved. The American Institute of Architecis,"AIA." the ALA Legg, av4 WA Contrast Docurna" ' are registered OPWarnarlts and may not be used without ptrmission, This Z� document vras produced by AIA software at 16:08A5 ET on 10107/2020 under Order NmS143827137 which expires on U912912021, is not for resale, is licensed for one-time use only, and may only be used in ecwrdance Mh the AIA Contract DocurrienhP Terms of Service_ To report copyright Wolallons, e.nan copyri9ht@aia,or9, User Notes: (i999792977) k =y�=3AIA Document A201 2-017 r General Conditions of the' Contract for Constr"uction for the following PROJECT: (Name acid lociiliorr oraiddress) Firestone Towli Hall Addition'& Remodel ADDITIONS AND DELETIONS; 151 Grant Ave. The author of this document has Firestone, CO 80520 added information needed for its completion. The author may also have revised the text of the original THE OWNER: AIR standard form. An Adlddions and (Name, legal slants and address) Deeiions .Reporf that notes added Information as well as revisions to the Firestone Town Hall standard farm text Is evellablefrom 151 Grant Ave, the author and should be reviewed. A Firestone, CO 80320 vertical tine in tha fell margin of this document indicates where the author THE ARCHITECT: has added necessary information 06111e, legal,slalus and arldrest) and where the author has added to or deleted from the original AIA text. Halcyon .Design LLG This document has important legal 8310 ColoradoBlvd., Suite 650 consequences. Consultation with an Firestone, CO .80504 attomey is'encouraged with re'specl . to. its completion or 6iodifica6n. TABLE OF ARTICLES For guidance in modifying this 1 GENERAL PROVISIONS document to include supplementary conditions, see A1A Document '2 OWNER A503T11, Guide for Supplementary Conditions, 3 CONTRACTOR. • 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONES 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS (nit. AIA Document A201+6— 2017. C.apyright @ 1911,1915,1918,1925- 1937.1951,1958. 1961,1963, IM, i570, 1676, 1987, 1997, 20D7 and 2017 by The Amoriaan Institute of Architects. All rights leserved. The "Amodaan Inslitule,of Architects' -ALA; the A1A Logo', Wo1 artd `AIA Contract 0mumenls" are 1 registered trademarks and may net be used wtlhout parnilssion. This domment was produced by AIA sorhvare of 17:38:35 ET an 10l0512020 under Order No.9143827137 which expires on 0Si29120Q1, is not for resale, is licensed tot one-time use only, and may only be used In accordance with the AIA Contract Documents" Terms of Servico. To report copyrighl viotatlixr,. e-mail copyrightQ*a.org. riser Nates: (1097807170) 0 14 TERMINATION OR SUSPtNSION OF THE CONTRACT is • 15 CLAIMS AND DISPUTES Init. AIA Document A201e— 2017. Copyright Q 11 111, 1915, 1918, 1925, 1937.1951, 1958, 1861, 1963, 1966, 1070, 076, 1987, 1997, 21307 and 2017 by The American Institute of Architects. All rights reserved. Ttre Amekait institute. of Architects,' ^AIA; the AIA Logo, "A20j," antl'AIA C6r 04ct NAWITI$rltfi- Are registered trademarks and may not be used without permission. This document was produced by NA software at 17:36.,35 ET on 10106J2020 under Order l No.8143827137 vfiich expires on 0912912021. is not fur resale. is licensed for one-time use only, and may only be used in accordance with the AIA Conlract DecumenI0 Terms of Service, To report copyright violations, e-mail eapyrighleala.oro. User Noles: (109M07170) 0 • INDEX (Topics and numbers in bold are Section headings,) Acceptance of Nonconforming Work 9.6.6, 9.9,3,12.3 Acceptance of Work 9.6.6, 9.8.2; 9.9.3; 9.10,1; 9:1.0.3,1.2.3 Ace ess to Work 3.16, 6.2,1, 12.1 Accident Prevention to Acts and Omissions 3.2, 3.3.2, 3.12.8, 3,18, 4.2.3, 83.1, 9.5.1, 10.2.5, 10.2,8, 13.3.2, 14.1. 15,1,2, 15.2 Addenda 1.IA Additional Costs, Claims for 3.7.4, 3.7.5, 10.12, 15.1.5 Additional inspections and Testing. 9.4.2,9.9.3, 12.1.1,13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 9.3.2, 15A.6 Administration of the Contract 3:1.3, 4:2, 9.4, 9.5 Advertisement or Invitation to Bid Aesthetic Effect 4.2.13 .Allowances 3.8 Applications for.Payment 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.5.4,9.6.3,9.7,9.10 Approvals 2.1.1; 2.3.1, 2.5, 3.13, 3.1t7:2,.3.12.9.3.12.9, 3.12.10.1, 4.2.7, 0.3.2, 13.4.1 Arbitrai on 83.1, 15.3,2,1.5A ARCHITECT 4 Architect, Definition of 4,1.1 Architect, Extent of Authority 2.5; 3.12.7r 4.1.2, 41, 5.2, 63; 7.1.2,.73A, 7.4; 9.2, 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,4.10.3, 12.1, 12.2.1, 13.4.1, 13.4:2, 14.2.2,14.2A, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3,.12A.0, 4.1.2, 4.2.1, 4.2.2, 4.2.3; 4.2.6, 4.2.7, 4.2.16, -4.2,12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, '15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4:2.7 Architect's Authority to Reject Work 3,5, 41A 12.1.2. 12.2.1 Architect's Copyright Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2,12, 4.2.,13, 4.2.14, 6.3, T3.4, 7.3.9, 8,1:3, 8.3,1, 9,2, 9AA, 9.5, 9.9.4, 9,9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.3, 9.4.2, 9.8.3, 9.9.2, 9.10.1,13.4 Architect's Instructions 3.2.4,3.3.1,4.2.6114.2.7, 13.4.2 Architect's Interpretations 4.2,137 4.2.12 Architect's Project Representative 4,110 Architect's Relationship'with Contractor I.i,2, 1.5.2:3.3,3.1.3,3.2.2.3.2.3,3.2,4,3.3.1,3.4.2, 3.5,33A,3.7.5,19.2.,319.3,3..10,3.11,3.12, 3.16, 3:1$1'4.1;2, 4.2,.5.2, C2.2, 7, 8.3.1, 9.2,`9.3, 9.4,.9.5, 9.71 9:8, 9.9, 10.2.6, 10.3, 11.3, t 2,13.3.2, 13.4, 15:2 Architect's Relationship vith SubcontractIors 1.1.2, 4.2;3, 4;2.4, 4.2.6, 9.6.3, 9.6.4; 113 -Arch i tect's :Represeititatigns 9.4.2, 9.5.1, 9.10.1 Archilccl's Sitc Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, .9.14..1,13.4 Asbestos 10.3.1 Attorneys' Fees 3:18..1,9.6.8,9.10.2, 10.3.3 Award of Separate Contracts Award of Subcontracts and Other Contracts for Portions of the Work 5.2 &sic Definitions 1.1 Bidding Requirements 1.1.1 Binding Disputc Resolution. 8,3.1,9.7,11.5,13.1.15.1.2,15.1.3,1.5.2.1,15.2.5, 15.2.6.1, 15.3..1,15.3.2, 15.3.3, 15A.I. Bonds, Lien 7.3.4.4, 9..6.8, 9.10.2, 9..10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3, 11.1.2,11.1.3,11.5 Building Information Models Use and Reliance 1.8 Building Permit 33.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Init. AIA Document A201p - 2017. Copyright G 1911, 1915,1918,1925,1937,1951,19513, i981, i983, 1868. 1B7t1,1976, t987, 1997, 2007 and 2017 by The American Institute of Archltecta. All rights reserved, The "American Institute of A(chitects," "AIA' din AIA Logo, 'A201,'and -AEA Csmteacl Doewnenla"are rorgislered Iredernarks and may not be. used without permission, This document was produced by AIA software at 17:38:35 ET on 10MV2020 under order 1 No.9143827137 which expires an 04J29)2021, is not for resale, is licensed Ior ono -lime use only, and may only be used In accordance with the AIA Conlred Documentsd Terms of Service. To report copyright violations, eumail copyright@aia.org. User Notes: (1097807170) • r L • Certificates for Payment 4,2, i, 4.2.5. 4:2,9; .3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, .14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval .13.44 Certificates of Insurance 9.10.2 Change Orders 1.1.i,73.4.2; 3.7.4,3.8:2.3, 3.11, 3.12.8,4.2.8, 5.2.3, 7.`1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7:3.9, 7.3.) 0, 8.3.1, 93.1.1; 9,103, 1.0.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition bf 7,2.1 CHANGES IN THE WORK 2.2.2, 3.1.1, 4.2.9, 7, 7.2.1, 7.3.1. 7.4. 8.3.1, 9.3.1. 1. 11.5 Claims, Dcfnition of 15.1.1 Claims, Notice -of 1.6,2,.15.1.3 . CLAIMS AND DISPUTES 3 2,4, 6.1.11 6.3, 7,3.9, 9.3.3, 936.4, 10,.11 I.S. 15A Claims and Timely Assertion of Claims 15.4.1 Claltns for Additional Cost 3.2.4, 3:3. l; 3.7:4; 73.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 33.1, 3;7.4,.6.1.1', 8.3.2, 9.5.2; 10.3.2, 15.1.E Concealed or Unlmo`vn Co"Witiolis; Claims f6r 3.7.4 Claims for Danlages 3.2.443.18.8.3.3,9:5.1,9.63, 1I0.2.5;163.3,.1.1.3, I1,3:2, 14,2.4, 15.I.7 Claims Subject to Arbitration t 5.4,1 Cleaning Up 3.15, 6.3 Connnencement of the W01c, Conditions relating to 2.2.1, 3.2.2, 14.1, 3.7.1, 3.10.1, 3.12,6, 5.2.1, 5,2.3; 0.2.2, 8,1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1,5 Commencement of the Work, Definition of 8.1.2 Communivations 3.9.1, 4.2:4 'Completion, Conditions. -Relating to 3.4.1, 3.11,3.15,4.2.2, 4.2.9, 8.2. 9.4.2, 9.8, 9.9. 1, 9.1 0, l 2.2,14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10,1, 4.2.9; 8.1.1,. S.1.3, 8,2.3, 9.4.2, 9,8, '9,9,1, 9. 10.3, .12.2, 15.1.2 Compliance with Caws 2.3:2, 3;2.3; 3.6, 3.7, 3.12:10, 3,13, 9.6.4, 10.2.2. 13.1, t3.3,13.4.1,13.4.2,13.5,14.1.1,14,2.1.3,15.2:8, 15A.2, 15.4.3 Concealed. or Unknown Conditions 3.7.4, 4.2.8, 8.3.1. 10.3 Conditions of the Cnntwt 1.1:1,6..1.1,6.1.4 Consent, Writtcn 3.4.2, 3,14.2, 4,1,2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4,4,2 Consolidation or ,binder -- CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 ._Construction Change Directive, Definition of 7.3.1 Construction Change 1;lircolves 1.1.1r,3.4.2,3.1I,3.1.2.8,4.2.13,7.1.1,7.1.2,7.A 1,1.3, 9.3:1.1 Construction Schedules, Contractor's 3.10,3.11,3,12.1,112.2,6.1.3; 15,1.6,2. Contingent Assignment of Subcontracts 5.4,14.22,2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OR THE 5.4, t.1., 5.4,2, 11.5,14 Contract Admitlistration 1I =3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3, t 9, 5:21 6.1 :Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1;1 'Conti•oet Sum 2.2,2, 2.2:4, 3.7,4,.3.7.5, 3.8, 3.10,2; 5.2.3, 7.3, 7.4, 9.1, 9.2, 9A;2, 9.5.l A, 9,6.7, 9.7t 10.3.2, 11.31 12.1.2, 123, 14.2.4, 14,3.2, 15,1.4.2, IS. 1.5, 15.2.5 Contract Sum, Definition of 9.1 Contract Tintc 1,1,4, 2.2.1, 2,2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3. I , 7.3.5, 7.3.6, 7, 7, 7,3.10, 7.4, 8, t .1, 8,2,1,8.2,3,8.3..1,91.1,9.7, 10.3.2, 12.1.1. 12,1:2, 143.2, IS.1,4.2 15:1.60, 15.2.5 Contract Time, Definition of 8,1.E CONTRACTOR 3 Contracior, Definition of 3,f1, ti,l:2 Contractor's Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15:.1.6.2 InR, AIA Documeht A2011- 2017. CopydghiV 1911, 1915, igla. 1925. 1937, 1951, 1858, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 7007 and 2017 byTha American Inslitule of Architects, All rights reserved. The "American Ir blare of Architects,' `AIA," the AIA Logo,'A201," and 'AlA Contract Oocuments" are regisRrrred lrasfeinark& end pray uo] be uSild ,ultttoul parmlgxiar. This document was produced by AIA software at 17:36:35 ET on 1010UM20 under Order 1 NOU3827137 which expires on W2812021, is not tar regale, is licensed for one -lime use orgy, and may only be used In aooerdanca viilh the AIA Contract Cocumenlse Terms of Service, To report copyright violations. 9-mall eopyrlght@aia.org. User Notes: (1097907170) • 0 • Contractor's Employees 2.2.4,3.3.2,3.4.3.3.8..1,3.9,3.18.2,4.23,4.2.6, 10.2, 10.3,11.3, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 1 1.3, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2,9.6.7, 9.102, 11,2; 11.3, 11:4 Conti-tctor's,Relationship with the Architect 1.1.2. 1.5, 2.3.3, 3.13, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3A.2, 3.5..1,3.7.4,3.10,3.11,3.12,3.;IM,t8,4.2,5.2;6.2.2, 7,8.3.1,9.2,9.3,9.4,9.5,9,7,9.8,9.9, 10.2.6, 10.3, ( I.3; 12, 13.4, I5.1.3, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.57.3.12.6, 62.2, $,2:1, 9.33, 9;8,2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3,1€, 5.3, 6..1.3, 6.2, 9.5:1, 10.2.8 Contractor's Review Of Contrtct Dmunle.nts 3,2 Contractor's Right to Stop the Work 2.2.2, 9.7 Contractor's Right to Tenninate the Contract 14A Contractor'$ Submittals 3.10,3.11,3.12,4.2.7,5.2.1;5.2.3,9.2,,9.3,9.8.2, 9:$.3, 9.9.1,-9,10.2, 9.10,3 Contractor's Superintendent Contractor`s Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3,12.16, 4,22, 4.2:7, 6.1.3, '6.2.4, 7.1.3, 7.3.4,7.3.6.8.2,10,12,14,IS. IA' Cobrdination and Correlation 1.2, 3.2.1,3.3.1,3,10,3.12.6,6.1.3,6.2.1 Copies Fumished of Drawings and Specifications :5, 2.3.6, 3.11 Copyrights 1.5, 3A7 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 99.1, 12A .2,12.2, 12.3, 15.1.3.1, 15.1.3.2,,15.2.1 Correlation and Intent of the Contract Docterirents 1.2 Cost, befinition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3. 3.8,2,-3.15.2. 5.4.2, 6. IA, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9,10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2,1, 12.2.4, 13.4, 14 Cutting and :Patching 3.14, 6.2.5 Damage to Construction of Owncr or Separate Contractors 114.2, 6.2.4, 10.11.2, .101.5, 10,4, 12.214 Damage to the Work 3.14.2, 99.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6_ I.1,, 8.3.3, 9.5.1, 9.6.7, 10.3.3., 11.3.2, 1 1.3, 14.2.4, 15.1.7 Daniagess for Delay 6.2.3,8.3.3,9.5.1.6,9.7,.163.2, 14.31 Date of Conlivencentcnt of the Work, Dcf nitioin of 9.1.2 Date 6fSubstantial Complelion, Definition of 11+1.3 Day, 1 amitl.oll of MA Decisions of the Architect 3,7.4, 4:2.6, 4.2.7, 4,2.1.1, 4.2,12, 4.2.13, 6:3, 7.31 A, 7.3 9, 8.1.3,8.3:1,9.2, 9.4,9.5.1,9:8.4;9:9.1,)3.4.2, 14.2.2, 14.2.4, 15,1, .15.2 Decisions to Withhold Certification 9A.1, 9.5, 9.7, 14. l .1.3 Defective or Nonconforming Work, Acceptance, Rejectiori'and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5A, 9.5.3 9,4,6, 9.8.2; 9.93, 9.1.04, UZ I Definitions 1.1,12.11,.3.1,1, 35, 3,12.1, 3,1Z.2, 3.12.3,.4r1.1, 5.1, 6.1-2,7..2.1,7.3.1,8.1.9.1,941, 15.1.1 Delays and Extensions of Time 3,2, 3.7.4. 5.2,3, 7.2.:1; 7.3.1,14, 8.3, 9:5.1; 9.7, 103.2.10.4, .14.12, 15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, .t 5.2 Documents and Samples at.file Site 3.I i Drawings, Definition of 1.1.5 Drawings and Specifications, Usc and Ownership of 3.1 i Effective Date of Insurance 8.2.2 Emergencies 10.41 14.1.1.2, 15.1.5 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3. 18.2, 4.2.3, 4.2.6, '10.2, 10.3.3, 11;3, 14.1, 14,2.1,1 Equipment, Labor, nr Materials 1:t.3. 1.1.6,3A,3.5,3.8.2,3.8.3,3,12,3.13,3.15.1, 4.2.6.4.2.7 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5,1.3, 9.10.2, 10.2.1, 10,2,4, 1410, 14.2.1.2 Execution and Progress of the Worst 1.1.3, 1.2.1, 1;2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3A.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5.1, 9.9.1,10.2,10.3,12A,12.2,14.2,14.11,15.1.4 Init. AIA Oetomeot A2010 -2017. Copyttghl01911,1915, iM, 1925. 1937,1951, 1958,1961, 1963,1OB6, 1970, 1976, 1967,1997, 2007 and 2fl97 by The American Institute or Architects. Aft rights reserved. The "AmeAcon Institute of Architects.' WA,' the AIA Logo, "A20V and "AIA CantraC Documents' are rogislotO tradomarim and may not be used without pemrission. This document was produced by AIR software at 17:36-M ET on IM612020 under Order No.9143827137 which expires on 0912912021, & not for resale, is licensed for one4ime use only, and may 6rdy be vwd in accordance with the AIA Contract oocumenisa Terms of Service, To reporl copyright violations, e-mail copydght&fla.org.. User Notes; (1097807170) • Extensions of Time 3.2.4,3.7.4,5. 2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 10.4. •143, 15.1.6, t.S,2.5 Failure of Payment 9.5.1.3, 9.7; 9. lb,2, 13.5, 14.1.1.3.,14.2.1.2 Faulty Work (Sce.Uefective or Nbnconforming Work) Final Conlpletion and Final Payment 4.2.1. 4.2.9, 9.8.2, 9.110, 123, 1.41A, 14.4.3 Financial Arrangements; Owner's 2.2.1, 13.2.2, 14..1.1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (Sec Warranty) Hazardous Materials and Substances 10.2.4; 10.3 Identification of Subcontractors and Suppliers 5:2.1 i[ndemnification 3.17, 3.18i 9.6.8, 9.10.2; 10.3.3,11,3 Information and.Services,RequIred of the Owner 2.1:2,2:2, 2.3., 3.2.2, 3.12:10.1,4333, 6.1.4, 6,2.5, 13.4.2, 14.1.1.4, 1 q;1.4. 15.1..4 Initial Decision 15.2 Initial Decision Maker, Definitirn of 1..1.8 .Initial Decision Maker, Decisions 14.2.4, 15..1,412; 15,2.1, 15.2.2,15.2..3, 15.2.4, .15.2.5 Initial Decisi6nMaker,.Extent ofAuthority 14.2.4, 15.1.4.2, 15.2:1,:15,2.2, ' i 5:2.3, 15.2,4, 15,2.5 injury orDamageto Person or Property 10.2.8, 10.4 Inspections 3.1.9, 3.33, 3.7.1, 4:2.2; 4.2.6, 4.2.9, 9,4.2, 0A.3. 9.9.2, 4,10.1., 12.2.1, 13.4 Instructions to Bidders Instructions to the Contractor 3.8.1, 5.2.1, 7; 8.2.2., .12, 13.4.2 Instruments of Service, Definition of 1.I:7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.1.0.2, 10,2.5, 11 Insurance, Notice of Cancellation or Ezpinttion 11.1.4,-11.2:3. Insurance, Contractor's Liability l I.l Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11,2, 11A, 11.5 Insurance, Stored Materials 93.2 INSURANCE- AND BONDS I Insurance Companies, Consent to Partial Occupancy 9.9..1 Insured Ioss,.Adjuslment and Settlement cif, 11.5 tntent of the.Contract Documents I,23,4.2.7,4.2.12,4.2;13 Interest 13.5 Interpretation I.[ :8, 1.2.3,1.4, 4:1:1, 5.1 6,1.2, 15.1.1 Interpretations, Writtcn 4:2.1i,43.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3 8.2, m3.8.3, 3.123.13, 3.15.1, 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3:9.10.2; 10.2.1, 10.2.4,14.2.1.1,14..232 Labotr Disputes 9.3.1 Laws and Regulations i:5. 2.12, 3.2.3, 3,2,4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, .9.9.1, 10.2.2, 13.1, 1.3.3,:1,13.4.2, 13.5, 14, 1.5.2,8, 15.4 .. Liens 2: L 2, 9.3; 1, 9.3.3; 9.6.8, 9.10.2, 9.10.4, 15.2.8 Umitations,- Statutes -of 12.5, 15,1.2; 15.4.1.1 LimilaIions of LifibiIity 3.2.2, 3.5, 3.12.10,.3.12.10.1, 3.17, 3.1$, 1, 4.2.6, 4Z?.- 6.2.2, :9,4:2, 9.6.4, 9.6.7, 9.6.8, '10.2.5, 10.3.3, 11.3,122.5,13.3.1 Limitations ofTinie 2.i,2,2.2,2.5,3.2.2,3. I0,3.11,`3.1Z5,3.I5.1, 5.2, 5.3, 5.4,1, 6.2.4, 7.3.,7.4, 8.2, .9.2, 0.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9,10, 12.2, 13.4, 14, 15, 15.1,2, 1S,1.3i 15.1.5 Materials, Hazardous 10.2.4., 10.3 Materials, Labor, Equipment and I 1.3,1.1.6, .3.4.1, 3.5, 312, 3.8.3; 3,12, 113, 3,15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5:1.3, 9.10.2, 10.2.1.2, 10,2.4, 14:2.1.1, 14.2.1,2 Means, Methods, Techniques, Sequences and Procedures of Consiniction 3.3.1, 3.12.10, 4.2.2, 4,2.7, 9.4.2 Mechanic's Lien 2.1,2, 93.1, 9.3.3, 9.6.8, 9.10.2, 9.10A, 15.2.8 Mediation $.3.1, 15.1.3.2, 15,2.1, 15.2.5, .15.2.6, .15.3,15.4.1, 15A.1.1 Minor Changes in the Work 1. 1. 1, 3.4. 2, 3.12.80 4.18, 7.1, 7.4 Init. AIA Document A201@- 2017, Copyright tp 1911, 1915. 1916,1925, 1937, 1951, 1969,1981, 1963, 1966, 1970, 1976,19a7, 1997. 2007 end 2017 by The American Institute of Architects. Al rights reserved. Th© Artrorfcart tnsbiule of Amhlled,%," "AIA," the AIA Longo, 'A?0l," anti WA Contract Dactrrnents' are registered Irodwiefks and way trot be used without pernp ssion, This document was produced by AIA software at 17.36:35 ET an 1016612020 under bnter ! No.9143827137 which EKplres nn 09129l2021, Is not for resale, Is llcensed ror one-time use only, and may only be used in accordance with the AIA Contract Docwnentse Terms of Service. To report copydghl violations, e-mail eopyr1ght0a1a.rirg. .User Motes. (1097607170) • • MISCELLANEOUS PROVISIONS 13 Modifications, Uefini(ion of 1.1.1 Modifications to the Contract 1.1,1, .1.1.2, 2.5, 3..11,, 4.1.2, 4:2.1, 5,2.3, 7, 8,3,1, 9.7, 10.3:2 Mutual RespopAbillty 6.2 Nonconforming Work; Acceptance of 9.6.6, 9.9.3,12.3 Nonconforming Wark,'Re*tioti and Cori-ection of 2.4, 2:5, 3.5, 4, 2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12:2 Notice 1.6, 1.6.1, 1:6.2,2.11,12.2.,2.2:3,2.2.4,2.5,3.2.4, 3.3.1, 3.7.4,17.5, 3.9.2, 3,12.9, 3.12.10, 5.2.1.7.4, 8.2.2 9.6.8, 9.7, g.10.1, 10.2.9, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.42,14.1, 14.2,2, 14A.2,15.1:3,15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or,E�piration of Insurance l LIA 11.2,3 Notice of Claims 1.6,2, 2.1.2, 33.4, 9.6,8, 10'.2.8,15.1.3, 15.1.5, 15.1.6, 15.2,8,15.3.2,15.4,,1 Notice of Testing and inspections 13.4.11,1.3.4.2 Qbservtltions, Contractor's 3.2, 3.7.4 Occupancy 2.3.1,.9.6.6, 9.8 Orders, Written 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2,14.1.1..4 Owner, Information and SdiMcts Required of the 2;1;2, 2.2, 2.3, 3.2.2, 3.12.1 b, 61.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13A.2, 14.1.1.4, 14.1.4, 15,1,4 Owner's Authority 1.5, 2.1.1., 2.3.32A,15, 3.4.2, 3;8,1, 3.12,10, 3.14.2. 4.1.2, 4.2.4,4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2. 1, 7.3.1,8.22,8.3.1,9.3:2,9.5.1,9.6.4;9.9.1,9.10.2, 10.3.2, I. L4, 11.5, 12.2.2, 12.3. 13.2.2, 14.3, 14.4, 15.2:7 Owner's Insurance 11.2 Owner's Relationship with Suhcontraetors. I.I :2, 5.2, 5.3, 5.4, 9,6A, 9.1.0.2, 14.2:2 Owner's Right to Carry Out the Worlc 2.5, 14.2.2 Owner's'Righi to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Q3vner's Right to Stop the Work 2.4 0►ener's [tight to Suspend the �yorR 14.3 Owner's Right to Tenn nate the Contract 14.2, 14A Ownership and Use of Drawings, Specifications and Other: Instruments of Service 1.1: I, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy.or Use 9.6,d, 9,9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Appkatians for 9.2, 9.3; 9,4,-9.5, 9.6.3. 9.7, 9.8.3, 9..10.1. 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5,.4.2.9,9.3:3,9.4,9.5,9.6.1,.9.6.0,9.7,9.10.1, 9.10.3, 14.1.1:3,14.2.4 F' iymellt, Fallure of 9.5.1.3, 9.7, 9.10.2, 13,5, 14.1.1.3, 14.2.1.2 Payment,Final 4.2.1, 4.2.9, 9,10, 12:3, 14..2.4, 14A.3 Payment Bond,'Perfurman4-e Bond and 7-3.4.4; 9.6.7, 9. I0, 11:1 z Payments; Progress 9.3, 9.6; %8.5; 9.10,3; 14.2,3, 15,11A PAYMENTS AND COMPLETION 9 Payments to Stihcontractors' 5.4.2, 9:5.1.3, 9.6.2, 9.6.3, 9.6.4,'9.6.7214.2.1.2 PC.R 16.3.1 Performance Rond and Payment Rnnd 7.3.4.4. 9.6.7, 9.10.3,1.1.1.2 Pcrmlis, Fees, Notices'and Compliance with Laws 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3,11,1112,4.2.7 Progress and Completion 4. 2.2, 8.2, 918, 9.9.1, 14,1.4, 15.1A Progress Payments 9.3, 9.6, 9.8.5, 9.10:3, 14,23, 15.1.4 Init. AIA Documant A2010- 2017. COpydghl O 1411,1915,1918, 1925. 1937, 9951, 1958, 1961, 1963, 19W.1970, 1976.1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, The'Amerlcan Institute of Architects," "AIA; the AIA Logo, `A201," and'AIA Contract ❑ocumenis' are 7 registered trademarks and may not ba used without pemtission. This document was produced by AIA software at 17,36:35 ET an 110106r2020 under Order 1 No.9143827137 which expires on 09M12021, Is not for resale, Is licensed for one-time use onty, and may only he used In accordance with the AtA Contract Dmmentss Temps of Service. To report copyright violations, e-mail copyright@aia.org, User Notes: (1097807170) • • • Project, Definition of 1.1.4 Project Representt rim 4.2.10 Properly insurance 10.2.5, 11.2 Proposal Recluie0ments 1;1.1 PROTECTION OF PERSONS AND :PROPERTY 10 Regulations and ,Laws 1.5, 2,3.2, 3.2.3,.16, 3.7, 3.12.10, 3.13, 9.6.4, %9.1, 1b.2.2,13.1,13.3,13.4.1,13.4.2,13.5,1.4,15.2.8,15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2,1,3:5,3.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 Representatives 3.IA13.9, 4.11, d.2:10' 13.2.1 Resoonsibijity for Th' Sc Performing the Work. 3.3.2, 3.18, 4.2.2,-4:2.3, 5.3, 6.1.3, 6.2,.6.3; 9.5.1; 1.0 Retainage 9.3,1,9.6.2,9.8,5,9.9.1,9.10.2,9.103 Review of Contract Documents and Field Conditions by Contractor 3.2, 3..12;7, 6.1.3 Review of Contractor's Sublrittals.6} Qwiier`and Architect 3.10..1,3:.10.2,3.11,3.12,4.2,5.2,6.1.3,91,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3,12 Rights and Remedies L 1.2, 2.4. 2.5i 3.5, 3.7.4. 3.15.2, 4.2.6, 5.3, 5.4, 6. 1, 6.3, 7.3.1, $.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2..1, 12.2.2, 1.214, I3.3, 14, 15.4 Royalties; Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safely of Persons and Property 10.2, 10.4 Safety Precautions and 'Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Slpop.Drawings, Product Data and 3.11, 3.12, 4.2:7 Samples at the Site, noeurnents and 3.11 Schedule of Values 9.2.9.3.1 Schedules, Construction 3.10, 3,12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12:1.2 Separate Contractors, Definition of 5.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.1 1, 3.12, 4:217 Site, Use of 3.0, 6..1.1, 6.2.1 Site Inspections 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.9.2,9.4,2,9,10.1;"13.4 Siic Vi:tits; Architect's 3:7.4, 412, 412.9. 9.4.2, 9,5.1, 9:9.2, 9,10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1., 13.4 Speeiilcati6ns, b6nition of 1.1,6 Specifications 1.1.1,1..1.6, .1.2.2, i _S, 3.12.10, 3,17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping; the Work 2.2.2, 2A, 9.7.,14.3, 14.1 Stared Materials .62.1, 9;3?; 10.2.1.2, 10.2.4 Subcontractor; Definition of SUBCONTRACTORS 5 :Subcontractors, Work by 1.2.2, 3.3.2; 3.12.1. 3.1.8, 4.2.3, 5.2.3, 5.3, 5A, 9,111. 9.6.7 Subeontractual Relations '5.3, 5.4, 9.3.1..2, 9.6, 9J Q; 10.2.1, 14. i ; 1412,1 Submittals 3.i0, 3.1.1, 3..12, 4.2.7, 5,2,1, 5,2.3: 73A, 9.2; 9.3, 9. 9.9. I, 9.10.2, 9,10.3 Submittal Schedule 3,10.2. 3112.5,4.2.7 SubrQgatlon, Waivers of .6;I.I, 11:3 Substances, ;Hazardous 1.0,3 -Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12-.2., 15.1.2 Substantial Completion, Detitiiton of 9.9.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitulialt ofArcl�ilect 2.3.3 Substitutions of Materials 3.4.2, 3.5: 7.3.3 Sub -subcontractor, Definition of 5.1.2 1t11t. AIA Document A2010-2017. Copyright 91911, 1915,1918.1925.1937. 1951. 1958.1961,1963,1966.'1970. 1976, i987.1997, 2007 and 2917 by The American Instftura of Archhocls. AA rights reserved. The "American tnslltute of ArchlWcts, "AiA," the AIA Logo, A2Q1,' and °A IA Cgnt�net 0ocumenls are 8 rggislered undomerlis and may not be used vrithout permission. This document was produced by AIA software at 17:36:35 ET on 10106f2020 under Order !, No.9143827137 which expiros on 0912912021, is not for resale. is licensed for one-time use only, and may only be used to accordance with the AIA Contract Documents" Terms of service. To report copyright violations, e-mail copyright@aia.org, User Motes: (1097807170) • • • Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9,10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4,2,2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3A, 8.2, 8.3.1,.9.4.2,10, 1.2,'14, .15.1.4 Suppliers 1.5, 3.12.1, 4.2.4,4.2.6, 5.2.1, 9.3,.9A.2, 9.5,4; 9.6, 9.10.5, 14.2.1 Surety 5.4.1.21.9.6.8, 9.8,5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2..9.10.3 Surveys .1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7:5, 5.4,2, 14.3 Suspension or Termination of the Contract 5.4..1.1, 14 Taxes 3.6, 3.8.2,1, 7.3.4.4, Termination by the Contractor 14.1,. 15.1.7 Termination by the Owner for Cause 5,4..1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Ternlinalioi of the Architect 2.3.3 Tei711inalion.of the Contractor Ernploymettt 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.19, 9.4.2, 9.8.3,, 9.9.2, 9.10.1, 10.3.2, 12.2.1,13.4 TIME S Time, Delays and'Extensions of 3.2.4., 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15,1.6, 15.2.5 Time a Limits 2.1.2,2.2,2.5,3.2,213.10,3.11,3.12.5,3.15.1,4.2, 5.2, 5.3, 5.4; 6.2.4, 7.3, 7A, 8.2; 9.2, 9.3.1, 9,33, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, .15.4 TimeLhnits.on Claims 3:7.4,10:2:8,15.1.2,IS. 1.3 Title to Work 9.3.2, 9.3.3 UNC&F'RINC AND CORRECTION OF WORK 12 Uncovering of Work 12A Unforeseen Conditions, Concealed or Unlcnowil 3.7.4, 8.3.1,10.3 Unit Prices 7.3.3.2, 9.1.2 Use ofDoeuments 1.[A, 1.$,2,3.6,3.12A,53 Use of Site Values, Schedule of 9.7, Waiver.ofClaims by the Architecl 13;3:2 W-aiver of Claims by the Contractor 9.10.5, 13,3.2; .15.1,7 Waiver of Claims_ by the Owner 9.4..3, 9,10.3.9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consc-quential Dama&s 14.2.44 15.1.7 Waiver of aliens 9.3, 9.10.2, 9.10:4 Waivers of Subrogation 6.I.1i 1.1:3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9,1, 9.1Q,21.9.10.4, 12.2:2, 15.1.2 Weather Delays 8.3, .15.1.6.2 Work, Dcrini#ion of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1,2, 9.3.2, 9,10.3, 13:2, 13.3.2, 15.4.4.2 Written.]nterpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9. 7, 8.2:2, 12.1, 12.2, 13.4.21 14.3. I; Init. AlA Document A200-2017. Copyright (D1811, 1915, 1918, 1926, 1937, 1951,1958, 1981, 1963. 19ae. wo, 197t3. 1987, 1991, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Insiilule of Arelsltects," `AIA," the AIA Ll0a,'A201," and "AIA COA[rkcl Driiirnerfis' Tire � ragialored trademarks and may not be usdd without permission. This doeumant was produced by AIA software at 1 i:3B:35 ET on 10106Y2020 under Order No.9143827137 which expires on 1412912021, is not ►os resale, Is licensed for pnOlfno use only, and may only be used In. 8coordance with the AIA CotnraU Oocumentss Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1097807170) • ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents arc enumerated in the Agreement between the Owner and Contraclor (hereinafter (he Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is. (t) a written athendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order fora minor ehaitgc' in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of: receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The' Contract refireseiltS the entire and integrated agreement between the parties hereto and supersedes prior negotialioiis, representations, or• agreements, either Writlen or oral. The Contract may be antiended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the,Owner and the Architect or the Architect's consultants; or (4) between any persons pr entities other than the Owner -and the Contractor. The Architect shall, however. be entitled to perfortnlance a tid.enforcennent ofobligations under the Contract intended tp.€acilitate perforinance Qf the Architect's duties. § 1.1.3 The Wont The term "Work" meaits.the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other.labor, rruiterials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work mayconstitute the whole' or a pan of the Project. § 1.1.4 The .Project The Project is the Iotal .construction of which the Work performed under.the Contract Documents may be the whole or a part and Which may ,include ,conslruclion by the Owner and by Separitle Contractor. § 1.1.5 The Drawings The Drawings are the grpphic and pictorial portions of the Contract Documents showing the design, locution and clitnen5ions of the Work,.generally including plans, elevaitions, sections, details, schedules, Orel diagram. § 1.1.6 The Specifications The Specifications are ihat.portion of the Contract Documents consisting of the written requirements for materials, .equipment, systems, standards and workmanship for the Work, and perfornlarec ofrelated services. § 1.1.7 Instruments of Service Instruments of$erviceare represenlations. in any,medium otexpnession now known or later developed, ofthe tangible and intangible creative %vark perfornned by the Architect and the Architect's consultants under their respective professional'services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawii6g5, specifications, and other similar materials. (Paragraphs deleted) § 1.2 Correlation and Intent of the Contract baeuments § 1.2.1 The intent of the Contract Documents is to include all items necessary iqr the proper execution.and completion of the Work by the Contraclor. The Contract Documents are complementary, and what is required by one shall be as binding as..if required by all; performance by the Contractor shall be required only to the extent consistent Willi the Contract Documents and reasonably inferable from them as beiiig necessary to produce the indicated results. § 1.2.1:1 • The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining wspruvisio. If it i:t determined thin any provision of the Contract Documents violates any law., or is otherwise invalid or unenforceable, then that provision shall he revised to the extent necessary to make that provision legal and AIA Documetrt'A201'o- 20i7. Copytbght 101g11, 1915, 19'18,1925,1937,1951,195B,1961, 1963.1 J66, 1970, 1976, i9a7. 1997, 2007 and 2f117 by The Init. Amodcan Instiluto of Architects. All rights reserved, Tho "Arne6can Iil%tiluto orArehitBers; "AIA," the AIA t_ogo, "A201," and AAA Contragr aoevmenlS` cue 10 registered lrademarks and niay not be used witrwul pdntws5tan. This document was produced by AIA software at 17:36,35 FT on 101OW020 under Order l No.9143827137,Nch expires on 09MID12021, Is not For resale, is licensed for one-time use urdy, and may only be used in accordance With the AIA Contract OorumentaO) Terms of Service. To report copyright violatlons, a -mall eopyrlght&a.wg. User Notes: (10a7807170) ienforceable. in such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' inteiitioris and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent.af Work to be perforined.by any trade. § 1.2.3 Unless otherwisustated in the Cont*t Dpvurnegts, words that have well-known technical or c6tistruction industry meanings are used in the Contract Documents In accordance with such recognized ineanings. § 114 Order Of Precedence § 1.2A.1 in the case ofcon#iicis between (kc Drawings and Specifications, the Specifications shall govern. In any case of omissions or errors in figures, drawings or specifications, the Contractor shall immediately submit the matter to ilia Owner and Architect for clarification, The Architect's clarifications are final and binding oii nil Partics, subject to an equitable adjustment in Contract Tin1e or Contract Sum pursuant to Articles 7 and 8 or dispute resolution in accordance with Article I.S. § 1.2.4.2 Where figures are given, they shall be preferred to scaled dimensions. § 1.2.4.3 Any terms that have well-known technical or'trade meanings, unicss otherwise spcci fic ally -defined in the Contract Documents, shall be interpreted in accordance with.their well-known meanings, § 1.2A.4In case of any inconsistency, conflict or ambiguity among the Contract Documents,1he documents shall govern in the following order.' (a) Change Orders and Written Amendments to this Agreement; (b) this Agreement-, (c) Drawings (large scale governing over sinall scale), Specifications and Addenda issued prior to the'cxecution'of this Agreement (d) approved Submittals; (c) informatiop furnished by the Owner; (f) other documents listed in the Agrecm.ent..Among categories of documents having the same order of prccedcnce,the term or provision that includes • the latest date shall control. Information identified in one.Contract Document and not identifiedin another.shall not.be considered a conflict or riconsistency. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are'(1).specifically defined, (2) the titles of numbered articles, Pr (3).the- .titles of other documents published by the American institute of Architects. § 1.4 Interpretation Tn the interest of brevity the Contract Documents frequlrndy omit modifyingwords such as "all" and "any" and articles such as "the" and "an," but.the fact thata. modifier be an article is absent from one statement and appears in Another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other instruments of Bervice § 1.5.1 The.Architect and the Architect's consultants shall be deemed the authors arid owvners of their respective instivrnents,of Service, including the Drawings and Specifications, and retain all `common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor; Subcontractors, Sub -subcontractors; and suppliers shall not own or claim a copyright in the Instruments of Service, Submittal or distribution to .sleet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor; Subcontractors, Sub -subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to theca, subject to any protocols established pursuant to. Sections 1..7.and I.8,.solely and exclusively for execution of the Work. All copies riiade under this authorization sliali be the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractors, and suppliers may not use the Instruments of Service on other lirojects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect's consultants. • § 1.5 Noce § 1.6.1 Except as otherwise provided in Section I.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to Init. AIA Document A201°- 2017. Copyright m 1911, 1915.1918, 192b.1937, 1951, 1958, 1961, 19fi3 1968, 1970, 1976,198T, 1997, 2007 and 2017 by Tho Ameriten Institute of ArcHletts. All rights reserved. The "American Institute of Architects," "AIA," the AiA Logo, "A2ol," and "AlA contract Documents are 1.1 r'egtste+ed tredertiarks grid nwy not be used wiftoul permission. This document was produced by AIA software at 17:36:35 ET an 10106M20 under Order 1 No.9143627137 which explres on 09 W2021. Is not for resale, Is licensed -or ano•Grno usp only, and may only be used in accordenco with the AIA Contract Duournents° Terms of Service, To report copyright vlotations, e-mail copyright@aia.org, User Notes: (1057807170) 01 whom. the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic moil.. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the4esignated representntive of the party to whorl the notice is addressed by a method ofdclivery that includes proof of receipt, such as certified or registered innil, by courier providing proof of delivery, or FedEx, UPS or other similar dclivcry with track irig vcri fica lion, § 1.7 Digital Data Use and Transmission The parties shall agree upon -protocols governing the transmission and use of lns(rumcnts of Service or any other information or documentation in digital form: § 1.e. wilding Information Models Use and Reliance Any use of, or reliance on, all or"a portion of.a building information model, if any, without agreement to protocols goxern. ing the use of:, and rcliatioe on, the information contained ill the model nod without agreed upon iirotocols, shall be at the using ur,relying party's.sole risk and without liability to the other party and its contractors or consultants; the authors of, or contributors to, the building information model, and each of their. agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is`the person orc itity identified as such in die Agreement slid i$ referred to throughout the Contract Documents as if singular ili number. The Owner sliall designate it writing a .representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval orauthorization. ExccptAs otherwise provided in Section 4,2.1, til(! Architect does not have such authority; The tents "Owner" 'mcans the Owner or the Owtier's authorized representative, § 2.1.2 The Owner shall furbish to the Contractor, within fifteen days after receipt of a written request, information . u[cecssary and"relcvati't for the Contractor to evaluate, give. notice of, or enforce mechanic's Heil rights. Such infb malidn shall include a correct statement of the record legal title to the property on whit:h thle Project is located, Usually referred to as the site, and the Owner's interest therein. § 2.2 Evidence of the Owneei Financial Arrangements § 2.2.1 Prior.10 commencement of the Woik and upon written request by the Coniractor, the Ownershall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Colltrac. The Contractor shall have no obligation to coo)inience the Worli until :the.Ownerpievides such evidence. If commencement of -the Work is delayed under this Section 2:2.I, the.Contract Time shall be extended appropriately. (Parcfgraplis deleled) § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, casements, assessnments and charges required for consi action, use or occupancy of peiinanetit structures or for pt utttaneimt changes in existing facilities. § 2:3.2 The Owner shall retain an architect lawfully licensed to practice or.chiteclute; or all entity lawfully practicing architecture, in the jurisdiction wheredhe Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Docw-penis as if singular in number. g 2.3.3 if the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect, § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. Intl AIA Document A2010- 2017. Copyright ® 1911. 1IM5,1918, 4925, 1937, 1951, 15'�8, 1961, 19$3, 1966,1970, 1976, 1987,1997, 2fl07 and 2t}17 byThe American Institute of.Architects. All rights reserved. The 'American Institute of Archildos, 'AfA." the MA LoUd, "A201, acid `AIA ConlraCi QC>Cr1n}el�ts'8[e registered trademarks and may not be used without permission, This document was produced by AIR software at 17:36:35 ET on 101O12020 under Order 12 No,9143127137 which expires un 09r1 =21, is not for resale, is licensed for dne-time use only, and may only be used in acoordarsce with the AIA Contract 1366umentse Terms of service. To report copydghtviolalians, e-mail copyrighl@ata.org. Haar Plates: (10978 07170)" § 2:3.5 The Owner shall furnish information or services required of the Owner by the ContractMcuments with reasonable promptness.'The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the' Work with reasonable promptness after.receiving the Contractor's written request.for such information or services. § 2.3.6 Unless otherwise .provided in the Contract ❑oculnews, the Owner shall furnish to the Contractor one copy of t1w Contrat;(Mcutnents for.purposes of making reproductions pursuant to Section 1.5.2. § 2A Owner's Right to Stop the Work If the Contractor fails to conva Work that is not in accordance Willi the requ,irenients of. the Con lritcl Docurrients as required by Section 12.2 or.rcpeatediy fails to carry out Work in accordance with the Contract Documents; the Owner may.issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been cl iininatcd; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Conlractor or any other person ,or entity, except to the extent required by Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of writt@n notice from the Owner to domlmenbc and Continue coftction of such default or negleet with diligence and promptness, the Owner maywithout prejudice to other remedies.the Owner may have, correct such default or neglect. Such action by the t?wner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Erchitect may., pursuant to Section 9.5,1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonabletost of correcting Such deficiencies, including Owner's experiscs and compensation for (lie Architect's additional services made necessary by such default, neglect, or failure: If current and future payments are not sufficient to clover such.alitounts, the Contractor'shall pay the difference to the Owner. If the Contractor disagrees --vith . the actions of the Owner -or the Architect, or the amounts claiitted as casts to the Owner, the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR § 3A General § 3.1.1 The Contractor is the person or entity identified as sucli. in the Agreement and is referred to throughout did Contract Docunictits us if singular in number. The.Cobtractor shall'be la%, ftdly licei sed, ifrequired in rite jurisdiction where the Project is located. The Contractor shall designate in wtitirig a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The tenn "Contractor" me_fans .the. ,Contractbr'or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordanec with the Contract Documents. § 3.1.3 The Coniractor shall not -be relieved of its obligations to perform the Work in accordattcc, with the Contract Documents either by activities or duties of the Architect in the Architect's administralion'of the Contract, or by tests, inspections or approvals,required or performed by persons oreniitics other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated persona) observations with requirements of the Contract,I)oeumeuts. § 3.2.2 Because the. Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as weii.as the information fitl•nished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination ana construction by the Contractor and arc not for the purpose of discovering cn-ors, omissions, or inconsistencies in the Contract Documents; however, pre Contractor shall promptly report to (lie Owner and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Init. AIA D4cunter�t A2a10— 2017. C-apyright la 1911,1915, 1918, 1925, 1937, 1951, 1958,1961, 1983,1988,1070, 1076,1987, 1997, 2007 and 2017 by The Anierlcan InStItUto of Architects. Aft rights reserved. Tha "Amorxan Institute at Architects," "AIA," the AIA Logo, A201,' and "AIA Contmcl Dotumahte"ire , feglslered lr�demarks and ntny not bo used without perniissicn. This document was produced by AIA software at 17,36:35 ET on 1010612020 under Order, i htn.9143827t37 which expires en 09'r;M021, is not far resale. is licensed ferone-time use only, and may only be used in accordance wilh tho AIA Contract Documents' Terms or Sr_rviee. To report oopyrlght violations, e•matl copyrlghtCalm.0r}1, User Notos: (to97807170) • 1 Contractor's review is inude in the Contractor's capacity as -a contractor and not as a licensed design professional, unless otherwise speeilically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Owncr and Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architecrmay require. § 3,2.41fthe Contractor believes that additional cost or time is invelved because of clarifications or instructions the Arcliitect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submittlaims as provided in Article 15. if the Contractar'fails to perform the obligations of Sections 3,2,2 or 3,2.3, the Contractor shall pay such costs and damages to the Owner, subject to 5ectivn l S.I 37 us would have been avoided if the Colitrador had performed such obligations. ff the Contractor performs those obligations, the Contractor shall. not be liable to the Owner or Architect for damages resulting from .errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions, .and t11e Contract Documents,.Or for nvnconFQvinities of the Contract Docttrlents to applicable Ittws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § '3.2.5 Underground Facilities .1 Shmf-,n dr-Indicated: The information and data shown or indicated in the Contract. Documents with respect to existing Underground Facilities (which shall be defined -as all pipcl,incs, conduits, dtictsi cables, wires, tiltinholes, vaults, tanks; tunnels or other such facilities or attachments, and any encasements'containing"such facilides.that have been installed underground to furnish any of the following services or materials: electricity, gases, steam, liquid pettvleuni lyroducts, telcphone or other communications, cable television, sewage and drainage removal, traffic or other control systems or water) at or contiguous to the site is based on information and data furnished to Owner or Architect by the owners of such Underground Facilitie.s or by others • .2 Not Shown or- Indicated. Iran Underground Facility is uncovered or revealed slot. contiguous to the site 1111t1 WAS not shown cr indicated in the Contract Docuniaents, Contractor-4mll, promptly tiller becoming aware thereof and before f-urllierdisturbitig conditions affected thereby or performing any Work in connection therewith, identify the owner of such Underground facility and give written notice to that owner and to Owner and Architect: Architect will prom ptly revie►v the Underr,*round Facility and determine the extent, if any, to which a change is required in'the Contract Documents to reflect and document the consequences of the existencc of the Underground Facility. If Architect concluder. dial a change in the COntruct Documents is required, a Construction Change Directive or a Change Order will be issued as provided in Article 7 to reflect and document Such Consequences. During such tittle? Contractor shall be responsible for the safety and protection of such Underground Facility. Contractor shall be allowed an iticr6se in'the Contract Sum or an extension of the Contract Times; or both, to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contact Documents and that Contractor did not know of.and could not re'asonahly have been expected to be aware ofor to have anticipated. if Owner and Contractor are unable to agree on entitlement to or the amount or length of any such adjustment in Contract Sum or Contract Times, Conti -Actor may slake a claim therefor as provided in Article 15. However, Owner, Architect and Architect's Consultants shall not be liable to Contractor for any claims, costs, losses or damages incurred or sustained by Contractor on or in cnnneetinn with any other project or.anticipated project § 3.3 Supervision and Construction Procedures The Contractorshall supervisc and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences} and procedures, and for coordinating all portions of the Work tinder the Contract, unless -the Contract Documents give other specific instructions concerning these matters. if the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluatc the jobsite safety thereof and, except as stated below, shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. lfihe Contractor determines that such meatis, inethods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall not proceed with that portion of the Work without further written instructions from the.Architect; if the Contractor is then • instiucted to proceed with the required meths, rnethdds, techniques, sequences or procedures without acceptance of changes ;proposed by the Contractor, the Owner shall be solely reslyonsible for any loss or damage arising solely From Init. AIA Dec umor►t A201ID-2017. Copyright 01911, 1915, 1910, 1125, 1937. 1951,1958, 1961,1963, 1966,1970, 1976, 1987, 1997, 2007 and 2017 by Tht: Amorlcwi fnsliluto of Ar;httects, All rights resarmd. The'Ainericon Inslitulo of ArChlleds; WA,' the NA Logo,'Aav1,' Hod'AlA Contract invents- are .f icgistar4d tradompik9 and may not bB mod wlthoti purmtssion. This document was produced by AlA software at 17;36:35 ET on 1OW2020 under Order No,9143827137 whlch expires on o912912021, is not for resale, is licensed for ane-lime use only, and may only be used ¢x aacardance with the AIA Contract Do' cuments° Terms of 5ervloe. To report copyright vlolatlons, a -mall copyright@afa:org. User Rotes: (1097807170) • I those Owner -required means, methods, tcchniques, sequences or procedures unless arising from the negligence of Contractor, its Subcontractors or persons or entities for whorl they are responsible. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, mid other persons or entities performing portions of the Work for, or o11 behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already per to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless 6therwise provided in the Contract Documents, the Contractor steal I provide and pay for labor, materials, equipment, tools, construction .equipment. and machinery, water. heat.,•utilities,.transpor'tation, and other 'facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporate d in the Work, § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 04' ordered .by the Architect in accordunce,with Section 7A, the Cortractor may snake substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The ContraOor shall enforce strict discipline acid good order among the Contractor's employees and other persons carrying out the Work. Tl1c Contractor,shali not permit ernployment of unfit ,persons or persons not properly skilled ip tasks assigned to them. § 3.5 Warranty 3.5.1 The Contractor warratts to the -Owner and Architect that materials and equipment furnished under the Contract . will be of good quality and new unless the Contract Titicutrrents.requiie or pef?itiii otherwise. TI1e Con#.rector further warrants that the Woik will confarnt to the requirements of the Contract Documents and will be free .from defects, except for those: inherent in ilte quality of the Warir the Contract Doct.meots regaire or permit: Work, materials., or equipment not conform ing,to these requirements may be considered defective. Tl crContraclor's wiihanty excludes remedy for damage or defect caused by abuse, alterations to the Warli not e*ecuted by .the Contractor, improper or .insuffrcient,maintenance, improper.operationi or normal wear and tear and normal usage. I required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind'and quality of materialsand equipment, § 3'12 All material, equipment, or other special warranties required by the Contract'Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales, commuter, use and similar taxes for the'Work. provided by the Contractor that are legally'enacted when bids are received or negotiations concluded, whether or naYyet effective or merely scheduled to go into effect § 33 Permits, Fees, Notices and Compliance with taws § 3.7.1 Unless otherwise pro%ided in the Contract Documents, the Contractor shot secure and pay :for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded, § 3.7,2 The Contractor shall comply with and give notices required by applicable laws, statutes; ordinances; codes, rules and regulations, and lawful orders of public authorities applicable to performance orthe Work. § 3,7.3 If the Conlractor perf6r•1ns Work knowing it to be Contrary to aptlicable laws, statute , ordilances, codes, rules and regulations, or lawful orders ofpublic authorities; the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. • Incl. AIA Documeht A201e- 2017. Capyri0hl 1911,1915,1916,1925, 1937,1951,1958,19t31,1963, 1966,1970.1976,1987,1997, 2007 and 201.7 by The American Instidule of. Architecls, All rights reserved. The'Arrier;can Inslilule of ArOji.eoer;; 'AIA; thtr A.IA Loga, "A20r, andWA Gontiml Docurpents-ar4 15 registered hademmRs and may nol be used %vilhuut uermission. This domiment was produced by AIA software at 17:30:35 ET on 10=12020 under order 1 No.9143827137 which uplres on 0912912021, Is not for resato, IS ticensed for are -Como use only, and may ardy be used In accardance with the AtA Contract Documsentst Termof Service. To report copyrlghlviotations, a -mall copyright@ata,org. user Notes; (1097007170) § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for.in the Contract Documents, -the Colitt-actor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after First observance of the conditions. The Architect will promptly, investigate such -conditions and, if the Architect determines that they differ materially and cause -an increase or decrease in the Contractor's cost of; or timesequired .for; performance of any part of the Work, will recommend that an equitable adjustment be trade in the Contrnct Suns or Contract Time, or both: Mite Architect determines that'the condition's at the site itre. not niateriully diMrent:froun Ihose indicated in the Conti -act Documcnis.and that no change in the tenns of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the ecasons.'ifeither party disputes the Architect's detcrtiTlination or recoin*ndation, that party may submit a Claim us provided in Article 13. § 3.7,5.If, in the course of the Work, the Contractor believes it has encountered human remains or recognized the existence of burial markers, archaeological sites or wetlands not indicated in the Contract bocuilltiiis, tlic Contractor shall imrnediatcly suspend any operations'dint would affect them and "shall notify the Ownee and Architect. -Upon receipt of such notice, the Ownct-shall promptly take any action necessary to obtain governmental authorization rcgdired to resume the operations. The Contractor shall continue to suspend such operations until othetivise instructed by the Owner but shall continue with all other operations that do not affect these remains or features. Requests for adjustments in the Contract Sum and Contract.Tinte arisingfrom such suspension may be trade asprovided.in Article § 3.8 Allowances § 3.8.1 The .Contractor shall include in the Contract Sum.all allowances stated in the Contime[Documents. Items covered by allowances shall be: supplied fur such amounts and by such persons or entities as file Owner tnay direct, but. the Contractor shall not be required tp eniploy persons or entities to whom the Contractor has reasonable objection.. S§ 3.8.2 Unless otherwise provided in.the. Contract Documents, .1 allowances shall cover the cost to the Contractor,of.materials and equipment delivered acute site and all required taxes, less applicable trade discounts; .2 Contractor's costs For unloading and handling at the site, tabor, .installation costs, overliead.'profrt. and other expenses contemplated for stated allowance aninunts shall be incladed.in the:Contract Sun► but not in the allowances, and .3 whenever costs are more than or less thaii altowances;,the Contract Siim shall be adjusted accordingly by Change Order. The amount of the C'hante Order shall reflect (1) the difference between actual costs and the aliciWaitces under Section 3.8.2.1 and (2) cluanges in Contractor's eosts_nnder Section 3.8.2.2. § 3.6.3 Materials and equipment under all allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary.assistams who.shall be in attendance at the Project site during performance of the Work. The superintendcnt shall represent the Contractor, and communications given to the Superintendent. shall be as binding as if given to the Contractor. '§ 3.9.2 The Contractor,'as-scon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent: Within 14 days of recaipt of rite infonnation, the Owner or Architect may notify the Contractor, stating whether the (honer or the Architect (1) has reasonable abjection to the proposed superintenden[, .Failure of the Owner or Architect: to provide notice within the 14-day period $hall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. Tfic Contractor shall not change the superintendcnt without the OwlieNs consent, which shall net unreasonably be withheld or delayed. Intt. AIA Doou vrit A2010- 2017. Copyright O 1911,1915.1918, 1925, 1937, 1951.1958 1901. 1963,1966, 1970, t976,1987,1997, 2007 0c! 2017 by The American Institute of Archilects. All rights reserved. The 'American Institute of ArchliZs; "AIA," the AIA Logo, 'A201,'and'A!A Contract Documents are 16 €egisletcd Irademorks and may not be used wilhout permission. This document was produced by AIA saftware at 17:38:35 ET on 1010812020 under Order f No.9143027i 37 which expires on o912912021, is not for resale, is licensed for one-time use only, and may only be used ifs acowance with lito AIA Contract Documents'J Terms of Service. To report copyddht violations, email copyright®aia.org, User Notes: (1097807170) • § 3.10 Contractor's Construction and Submittal Schedules § 3:10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner's and Architect's information a Contractor's: construction schedule for the Work. -The schedule shall contain detail -appropriate for the Project, including (1) (lie date orcommencement of the Work, interim schedule milestone dates, and (lie date of Substantial Completion; (2) an apportionment of the Work by construction Activity; and (3) the time required for completion of each portion of the Work. Tlic schedule shall providc for thc'ordcrly progression of the Work to completion and shall not exceed time limits current under the Contract Ddeuments.'The schedule shall be revised at appropriate intervals as rCguired by the Conditions of the Work and Pmject, § 3,10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule.for the Owner's and Architect's information. The submittal schedule shall (1) be coordinated with the Contraclor's construction schedule, and (2) allow the Architect reasonable time to review.submittals. § 3.10.3 The Contractor shall.perform the Work in generil accordance with tile most recent schedules submitted to the Owner and Architect: § 8.11 Documebts and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, .including Change Orders, Construction Change. Directives, and other Modifications, in good order and marked currently to indicate fold changes and selections made during construction, and the approved Shop"D.rawings, Product Data, Samples, and similes' required s0mittals, These shrill be, in etectionic f9rm or papet'.copy,'available to the Are and Owner, grid delivered :to the Architect for submittal to the Owncr upon completion of dtc Work as a record of the Work.as constructed. § 3.12-Shop Drawings, Product Data and Samples § 3.12.1 'SI1op Drawings are drawingsr'diagrains, schedules, and other data specially prepared for the Wont by the • Contractor or a Subc:ontmctor,:Sub-subcontractor; manufacturer, supplier; ordistributQr-to illustrate some portion of the Work. • § 112.2 Product Data are illustratibns, standard schedules, performance charts;:instructions, brochures, diagrams, and other information furnished by the Contractor.to illustrate materials or equipment for some portion of the Work. § 3.12.3-Samples are physical examples that illustrate_ materials,:equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and .similar submittals are not Conf_ract flocurnents.Theirpurpose is to demonstrate how:the'Contractor proposes to conforiln to theinformation. given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the liiiiilalions of Section 4.2.7. Inform lional Submittals upon which the Ascltilect is not expected to take re§ponsive action may be so idcrltified.in the Contract Docturients. Submittals that arc:.not required by the Contract Documents may be returned by the Architectwithout action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve; -and submit to -the Architect, Shop Drawings; nroduct.Data, Samples, and similar submittals required by the Contract Documents, in accordance. with the submittal schedule approved by the Architeet or, in the absence of an approved submittal sched0c, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors; § 3.12.6 By submilling Shop. Drawings,.Product Data, SaEuplcs, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2)'determined and verified materials, field measurements and field construction criteria Belated thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. sett AIA Docutnont A201p- 2017. Copyright dD1911, 1915, 1918, 1925, 1937, 1951,195% 1961.1963, 1966, 1970, 1976. 'i9a7,1947, 2097 and 2017 by The American Institute of Architecls, AN rights reserved. The `American Institute of Architects."AIA," the AIA Lugo, "A201; and 'AIA Canrract Documents are 17 rogisiered tredeniarks and may not be used withaut pemtission. This document was produced by AtA software at 17,36.35 ET on 10146f2020 under Order f Nn.9143927137 which expires on 0912912021, Is not for resale, is licensed for one-11ma usa only, and may only ha used In accordance with the AIA Contract OucumenisfI Terms of Service. To report wpyright violations, e-mail copyrightgaia.org. UserNotes-, (1097807170) 0 § 3.12.7 The Contractor shall perform no portion of the Work for which.the Contract Documents Mquile submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved by the Architect. • § 3,12.8 The Wzirk shall be in accordance with approved submittals except that the.ContrActor shall not be relieved of responsibility for deviations from the requirements, of the Contract Documents by the Architect's approval of Shop Drawings. Product Data, Samples, or similar submittals, unless the Coll tractor .h;ts specifically notified the Architect of such deviation at. the time of submittal and (1) the Architect has given written approval to the.specific. deviation as a minor change in the Work, or (2) a Change Ordcr of, Construction Change Directive has been issued authorizing the deviation, The Contractor shall not. be relieved 0 responsibility for ctrors or omissions in Shop Drawings, Product Data, Samples, or similar submittals; by the Architect's approval .tlfereof. § 3.12.9 The Contractor shall dircctspeciftc attention, i11":Vriting or oil resubfhitted Shop Drawings, product Data, Samples; or similar submittals. to revisions other than.those requested by the Architect oil previous submittals, In. flfc absence of such notice, .the Architect's approval of h resubinission shill not apply to such revisions:. § 3.12.10 The Contractor shall trot be inquired to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a pordon:of the Work or unless the Contractor needs to provide such services in order to Carly out the Chtitrac'tor's responsibilities for construction means, methods; Ir~chntc{tt ty, segtietices, said procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12 40.1 If professional design services or certifications by ja design professional related to systems, nmteriols-, or equipment arc_ specifically rcquircd of the Contractor -by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. 111c Contractor shall. be entitled to rely upon the adequacy and accuracy of the.performance and design criteria provided in the Contract Documents. The Contractor shall cause such servicesor certifications to be provided by all appropriately: Ilccnscd design professional, whose signature and seal shall.appearoii all dr;iwings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings,:and other stbmittals related to the Work, desigtied.or certified by such professional; if prepared by others; shall bearsueli professional's written approval when submitted to. the Architect. T'he Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals perfonlled nr provided by such des ign.profesbionals, provided the Owner and Architect have specified to the Contractor the performance and design.criteria that such serviecs must satisfy. Pursuant to this Section 3.12.10. the Architect will review and approve or take other appropriate action on submittals only fpr the limited purpose of checking for conformance with infoinialion given and the design concept expressed ill the, Contract Documents. The.Contractor shall not be responsible far the adequacy of the performance and desigli ctlleria specified in the Contract Ddcunienls.. § 3,12.10.2 if the Contract Documents require, then the Contractor's design profess ional.shall certify that the Work has been performed in accordance with the design criteria. § 3.13 Use of Site' The Contractor shall confine operations at the site to areas pertttitted by applicable laws, statutes, ordinances, cozies; rules and .regulations, lawful orders ofpublic authorities, and the Contract boculnents and shall fiat unreasonably encumber the site with materials or equipment. § 3.14.Cutting and Patching § 3,14.1 The Contractorshall be responsible for ctotingi titling, or patching required to complete the Work or to make 'its parts fit together properly. All areas requiring cutting, fitting, or patching sliall be restored to the condition existing prior to the cutting, fittitlg, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion. of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, br by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a.Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld, The Contractor shall n6t unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. AIA Document A2010 - 2017. Capyright o 19111, 1915.1918, .1925, t 937, 1951.1956, 1961, 1963, 1966.1970,1976. 1987, 1987, 2007 and 2017 by The toll. American Institute of Architects, All rights reserved. The "American Institute at Arch)tacls' "AIA; the AIA Log% *A201,` and "AIA Canlmrl 0acrimenls" are � � regivered undernaft and .ray nna he used vdlhow pemilsslan. This document was produced by AIA sollware at 17:36:_35 ET an IC Oa12020 under Order 1 No-9143827137 which expires on 0912912021, is not for resata; is hu' wised for one-time use anty, and may only be used in accordance with the AIA Contract Documents° Terris of Service. To report copyright violations, e-mail copydght@aia.org. user moles: (10979071701 •§ 3.15 Cleaning Up § 3115.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations Oideir the Contract, At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Mcumcnts, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work Tim Contractor shall provide the Owner And Architect with access to the Work in preparation and progress wherever located. § 3.17 RoyatE€es, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the O,.viiec and Architect.harrnless from loss on account thereof but shall not be responsible for defense or loss when a particular design, process, or.product of a particular irlanufactuter or manufacturers is required by the Contract Docuinent,s, or where the copyright violations are contained in Drawings; Specifications, or other documents prepared by the'Owridror Architect. However, if an infringement of a copyright or patent is discovered by, or trade known to., the Contractor, the Contrlictot shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.181ndemn1fica lon § 3.16.1 To the fullest extent permiitcd'by law, the .Contractor shall indemnify and hold harmless the Owner, Architect, Architect'A consultants, and agentx and employees df any of them from and against claims, damages, losses, and expenses, including but itot limited to.attorneys' fees, arising out of or rhesultirig from performalpee ofthc Work, provided that such claim, damage, loss, or:expense is attributable to bodily injtuy, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itselo, but only w the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly :employed by them, or anyone for whose acts they may be liable, regardless of whether or not such -claim, damage, loss-, or expense is caused in part by a party indeminified.hereunder: Such obligation shall not be construed to negate, abrid&, or reduce other .rights or obligations of indemnity 60t would otherwise exist as to a party or person described its this Section 3,1 S. § 3.18.2 In claims against -any person or entity ndcunuiticd .under this Sect ion. 3.18 by an eittployee of Ilse Cant>tctor, a Subcontractor,:anyoite directly or indirectly employed by theta, or anyonc for whose.ncts they n}ay,be liable, the indemnification obligation under Section 3.1S.I :shall not be limited by a limitation on amount or.type of damages? .compensation, or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 T1.e Architect is the person or entity. retained by the Owner pursuant to Section,2:3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority ofthe Architect as set forth in the Contract Doculneols shalt not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonablywithheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of die Owner only to the extent provided in the Contract Documents. • § 4.2.2 'rhe Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Otivnu, to 17ccomc generally familiar with the progress and quality of the portion of.the Work completed, and to determine in general if the Work observed is being performed in a manncr indicating that-thc Work, when fully Init. AMpacumontA201a-2017. Copyright01911, 1916, 191a. 1925,'1937, 1951, 1958, MI. 1963, 19$fi, 1J70, 19i6, i987;1997, 2007 and 2017 by The American Inslitulo of Architecls_ All lights reserved. The limerlcan Insfitule of Architects; `AIA,' the A1A toga, "A201," and-AIA Contract Dncumenls are �g rugMered trndprnVfks sad M8V nut bo used wilhuut permissloi1, This document was produced by AIA software of 17:36:35 ET on 10106=20 under Order ! No-9143827137 which expires on 0912912021, Is not for resale. Is 11censed for one-time use only, and may only be used in aooardance with the AIA Contfact Documents* Terms or Service. To report copyright violations, e-mail eppyrfghtQala.prg. {tsar Notes: (1007807170) • completed, will be in accordance with the Contract Documents, However, the Architect will not be required to make exhaustive'or continuous on-sitc inslseetions to t:,lteck the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work. since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 4.2.3 Oil the basis of the site visits; the Architectwill keep.the Owner reasonably informed aboutthe progress and quality of the portion of the Work completed, and promptly report to the Qwtier (1) known deviations from the Contract Documents, Q) known deviations from the niostrecent construction' schedule submitted by the Contractor, and (3) defects and deficiencies obs ervcd in the Work. The Architect will not be responsible for the Contractor's Failure to perform the Work.in ttceordailce will, the requirements of the Contract Documents. Tile Architect will .not have control aver or charge of, and will not be responsible'for acts or 01nl55i0n5 of, the Contractor, Subcontractors; or their agents or employees, orally other persons or entities performing portions.of the Work. § 4.2.4 Communications The Owner and Cuhtraclor shall include lice Arclikeet'in all aontnitinications that relate to or affect the Architect's services or profenional responsibilities. The Owner shall promptly ltot fy tile -Architect of the substance o.f anydirect communications between the Owner and the Contractor otherwise relating to the Project, Communications by and with the Architect's consultants siral l be through .(lie Architect. Communications by and ivith Subcontractors Ind suppliers shall be through the Contractor : Communications by and with Separate Contractors shall be through the Owner. Tile Contract Documents may specify other communication protocols. § 4.2.5 Based.on the Architect's evaluations of'the Contractor's_Applieations for Payment, the Architect will review and certify'the'dmounts due die. Contractor and will issue Certificates for Payment in such amounts: § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Docunleivs. Whenever. `the Architect considers it necessary.or advisilble, the Architect will have authority to require inspection or testing ofthe . Work, in accordance with Sections 13:4.2 and 13,4.3; whether or not tlle.Work i5 fabrictited, installed or completed. made in good However, neither this authority of the Architect nor a decision faith either to exercise or not to,exereise. such authority shall give rise to a duty or responsibility ofthe Architect to the:Contractor, Subcontractors, suppliers, their agents or etilployees; or other persons or entities performing portions of the Work, • § 4.2.7 The Architect will review and approve, or takc'othcr appropriiltc action upon, the Contractor's subttiitthls such as Shop Drawings, Product Data, and Samples,.but only for the limited purpose -of checking for conformance with information given and the design concept expressed in the ContractDocutnetits. The Architect`s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient [sine in the Architect's professional judgment to permit adequate review. Reviely of such submittals is not. conducted for the purpose of determinitlg tine accuracy and completeness of other details such as dimensions and quantities, or for.substantiatingtnstructions for installation or performance of trquipnrent or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review ofthe Conlractor',s submittals,shall not relieve the Contractor of the ohligation% under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute approval ofsafety a precautions or of ny construction means, methods, techniques, sequenee5, or prvGedures, The Arcliitect's approval of a specific item shall not indicate approval of tun assembly of wltidli the itch is a component. § 4.2.8 Thc.Architcct will prepare Change Orders and Construction. Change Directives, and may order ininor changes in the Work as provided in Section 7A. The Architect will investigate and make dcteriliinatitatts and reconintcndations regarding concealed and unknown conditions as provided in Scction 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Caniplelioll and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.9; receive and forward to the Owner, for the Owner's review and records, written warrant ies.utd related documentsrequired by the Conit•ncl and assembled by the Contractor pursuant to Section 9..10; and issue a final Cerlificlile for.Payment pursuant to Section 9.10. Init. AIA Document A201D- 2017. Copyright O 1911,1915, 1918, 1925, r 937, 1951, 1950, 1961, 196% 1966, i970, 1976, 1967, 1997, 2007 and 2017 by The American irislilute of Arch;facts, AA ilghts reserved, The Amurrcan InsGluta of Architects; 'AIA; the AIA Logy, *.A201," and'AlA Contract Docunignts" are 20 registered trademarks and may not be usod withuut pe?missian. This document was produced by AIA software at 17:36:36 ET an 1010SQ020 under Order No.91.43827137 which expires on:GW912021, is not for resale, Is ilcensad far one -Urea use only, and may only 6a used iri accordance with the AIA Contract Documents° Teints of Service. To report copyright violations, a -mail copyrighl@ala.org. User Notes: (109780717m) • § 4.2.10 If the Owner -and Architect agree, the Architect will provide oneor more Project representatives to assist in carrying out the Architect's responsibilities at the site, The Owner shall notify the Contractor of any change .in the duties, responsibilities and limitations.of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Docurnenis on written request of either the Owner or Contractor. The Architect's response to such requests will be made din writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions; the Architect will endeavor to secure faithful performance by both Owner mid Contractor, will not show partiality to either, and will not be liab[e for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be Final .if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review acid respond to requests for information about the Con tract'Docutnents. The Architect's response to such requests"will be made in writing within airy tune limits agreed upon or otherwise with .reasonable promptness. 3f appropriate, the Architect will prepare and issue supplemental Drawings tend Spcoifieations in response to the requests -for information. ARTICLE 5 SUBCONTRACTOR& { § 5.1 Definitions § 5.1.1 A: Subcontractor is a pedoit or entity who has direct contract with the Contractor to. pi� form h portion of the Work at the site. The term "Subcontractor" is referred ro throughout the Contract Documents as if singular in number' and means a Subcontractor or an authorized representafive`of the Subcontructor, The terra "Subcontractor" does not include a. Separate Contractor or the subcontractols.of4 Separate Contractor: . § 5.1.2 A Sub -subcontractor is a.person or entity who has a direct or indirect contract with a'Subcontractor to perform a portion of the Work at the -site. The term "Sob.: subcontractor" is referred to throughout the Contract:Documcnts as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portlons of the Work § 511 Unless. otherwise stated in the Contract Documents; the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for -each principal portion.orthe Work, including.those who are to furnislt materials or equipmept'fabrieated to a special design. Within 14 days of receipt of tire' inforina#ion, the Owner or Architect may -notify the Contractor whel.hir the Owner or [lie Architect (t)_ has reasonable objection to auy.such proposed person or.eutity. Failure of the Arctiileci to. provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract With a proposed pe son or entity to whom the Owoer,or Architect has made reasonable and timely, objection, The Contractor shall not be required to contract with anyone to whoni the Contractor has made reasonable objection. § 5.2.31f the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection, 'If the proposed but rejected Subcontractor was reasonably capable of performing the Work, tlte.Contract Sum and Contract "rime shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate' Change Order shal I be issued before commenccmcnt of the substitute Subcontractor's Work-. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has agted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect snakes reasonable objection to such substitution. Intt. AIA bocumentA21)1°-.2017. Copyright91911, 1915, IM. 1925, 1937, 1951, 1958,1981, 1983, 198fi, i9T0.1978, 198.7, 1897, 2007 and 2017tay The American Insilmia of Architects. All fights reserved. The "Ammrican Instllule of Amhllecis; 'NA: Um AIA Lugo, "I261," and:"AIA Contract ovowments ;IN 21 registered tradernatisa wW nsay r)ar be used wRhoul permission, TMs document was produced by AIA sofhvare at 17;36:35 ET on 10M612020 under Order f No.9145827137 %vhlch expires on W2912021r I; not for rosate, is licensed for -one-time use only, and may Only be used in accordance with the AIA ConlrM Documents" Terms of Service. To report copyright violations. e-mail copyright®aia.org. User Notes. (1097807170) . § 5:3 Subcontractual Relations By appropriate ritten agrcciizcnt. the Cdatractorshall require each Subconli-mar, to the extent of the Work to be perfortned ;by the'Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities., including the responsibility for safety of the Subcontractor's Work that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Ownet- and Architect under the Contract Documents. with respect to the Work to be performed by the Subcontractor so "that subcontracting thereof wi l I not prejudice: such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the Benefit .ofall'rights, remedies, and redress against the Contractor th'atthe Contractor, by the Contract Dbcliments, has against the Owner. Where appropriate, the Contractor shall requite each Subcontractor to enter into similar;rgreemenis with Sub-subcaritractor:5. The eontractor, shall make availabiv to e.►ch proposed sdibcontt-tictor, prior to theexecution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Stibcontractorjdentify to the Subuotilractor tenirs and conditions of the proposed subcontract i greentetil that finny be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such dbc6ments available (p4heir.r6iJective proposed Sub -subcontractors. 5.4 Conting_ ent Assignment of Subcontracts 5,4:1 Each subcontract agreement fof a portion of the Work is assigned by the Contractor to the Owner, provided that A assignment is effective. only after tennination of the Contract by the Owner �fnr cause pursuant tb' Section 14.2 and only for those subcontract agrectnents that the Owner accepts by nod (ying the Subcontractor and Contractor; and .2 assignthdiat is subject to the.pdor rights of the surety,'if arty .obtigat'd under' blind relating to the Contract. When the Owner.accepts the assignment ofa stibeoiitract agreement,'tIle Owner assumes the Contractor's i`ights and obligations under.the subcontract: § '5.4.2 Upon such assiglimcnt, if the Work has been suspended ror more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 54C3 Upan assignment to the Owner under this Section 5..4, the'Owner may further assign the subcontract to n successor.c:ontractor. or other entity. If the Owner assigns. the subcontract to a successor contractor or other entity? the Owner shall,nevertli. less remain legally responsible for all of the suecessor contractor's obligations'under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6A Owner's Right to Perform Construtition and to Award Separate Contracts § 6.1.1 The term "Separate Contraefor(s)" shall mega oflitr contractors retained by rite Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with rite Owner's own forces, and with Separate Contractors retained undo, Conditions of the Contract substatitially.similar to those of this Contract, including those provisions of the Conditions of the Contract related to'insuranc^e and waiter of subrogation. § 6,1.2 When nptrate contracts (ire awarded for different portions of tile Project or other construction or operations on the site, the term "Contraatot" iri die Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. $ 6.1.3 The Owner shal I provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Cmitra_ctor, who shall cooperate With them. The Contractor "shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual awtente it. The construction schedules shall then conslitule the schedules to be used by the Contractor, Separate Contractors; and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Docutneuts, when the Owner perfornis construction or operations. I* related to the Project with the Owner's own forces or with Separate Contractor-,, the Owner or its Separate Contractors ttlil. AIA Document A261e— 2417. Copyright O 1911, 1915. 1916. 1925, 1937, 1951, 1959. 1961. 1963. 1958, 1970, 1976, 9907, 1997. 2007 and 2017 by The American Institute of Archltacls. All rights reserved. Tttie 'American Institute or Architects,' 'AiA," the AIA Logo, "A201,' and "AIA Contract Documents" are ZZ regislererl lradarnatks and ruay riot be used without permission, This doeunwnt was produced by A1A software at 17:3$:35 ET on M110612020 under Order I No,91431127137 which expires on 0912912021, Is not tar resale, is licensed for ane-thine use only, and may only be used In a�rdance vkAh the AIA Contract Documentsa Terms of SeMce..Ta reperi copyright vlolalions, o-mail copyright6aia.arg. User Notes: (1097807170) . shall have the game obligations and rights that the Contractor has under the Conditions of the Contract; including, without excluding others, those stated in Article 3, this Article 6, and Ankles 107 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable oppomihity for introduction and storage of their materials and equipment and performance of their, activities, and shall .connect and coordinate the Contractor's consiruction and operations with theirs as required by the Contract Documents. § 8.2.21 f part of the Contractor's Work depends for proper execution or results upon conswuction or o.petations by the Owner or a Separate Contractor, the Contractor shall, prior to pr+oceetling Nvith that portion of the Work, promptly notify the ArchitecCof apparent discreparipies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the. Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed eonstritction is tit and proper to receive the Contractor's Worts. The Contractor shall not be responsible for discrepancies or defects in'fhe construction or operations by the Owner or Separaw Contrarloi that are not apparent. § 6.2:3 The Contractorshall reimburse the Owner for costs the Oivncr incurs that are.payable to a Separate Contra_ ctor because of tite Contractor's delays., improperly timed activities or defective construction. Ttie Owner shall be responsible to the Contractor far costs the Contractor incurs because of Separate Contractor's delays, improperly °tinned activities, damage to the Work or defective construction. § 6.2,4 The Contractor shall promptly remedy damage that tl:e Contractor wrongful lycauscs io completed or partially .completed construction or ta.property .oF the Owner sir Separate Contractor as ptnvided in Section 10.?.5.. § 6.2.5 The Owner and each Separate Coniraclor shall have the same responsibilities :for cutting and patching as arc described for the Contractor in Section 3.14. . § 6.3 Owner's Right to Clean Up' If a dispute arises among the Contractor, Separate Contivetors, and .the Owner as to the responsibilily under their respective contracts for maintaining the premises and.surroundin.g area free from Waste materials and rubbish, the Ownermay clean up and the Architect will allocate the cost among those responsible, ARTiCLE 7 CHANGE$ IN THE WORK § 71 General § 7.1.1 Cfiong�s in the Work 1lnay be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order; Construction Change Directive or order for a minor change .in rite Work, subject to the lituitntioris stated iit this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Chftc Order shall be Based upon agrccmcnt among the Qwrler; Contractor, and Architect. A Construction Change Directive requires agreement liy the Owner and Irchitect and may or tnay not be asteed to by the Contractor: An order for a minor change in the Work may be:issued by the Architect alone. § 7.11.3 Changes in the Work spat1 be performed under applicable pi-6Wolts of the Contract documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. 17.1.4 If notice of any change of rccting the general scope of the'Work or the.provisions of the Contract Documents (including, but not limited to, Conhact Sutra or Contract Times) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be Contractor's responsibility, and the amount of each applicable Bond Will be adjusted accordingly. § 71 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agrecmctlt upon all of the following, • .1 The change in the Work; .2 The amount of the adjustment, if any; in the Contract Sum; and f nit. AIA Dncutnont A201®— 2017, Capyrtght C 1911, 1915, 1918,1925,1937, 1951,1958, 1981,1953.1868,1970.1976. 1987,190, 2007 and 2017 by The American Institute of AmtiteCts. Al rights roserved. The -Americin Institute of AicM;sets," "AIA." the MA Logo, "A201; Pact "AIA Contract Documents are mogfaterad trndemarks.snd may not be,used without permission. This document vras Arodueed by AIA software at 17.36:36 £T on 10106/2020 under Order 23 1 bo•9143827137 which expires on OW2912021, is not for resale, -is licensed for one -tone use only, and may only be used In accordance with the AiA Contract Documentss Terms of Service. To report copyright violations, e-mail copyright u@sfa,org• u>3er Natea. (1097807170) • .3 The exteill of the adjustment, if any. in the Contruct Titrie. § 7.2.2 Notwithstanding the foregoing, no change in the Contract Suer requiring additional compensable Work to be performed, which Work causes the aggregate amount payable under the Contract Documents to exceed the amount appropltiated for the original Contract Documents, shall be valid, unless Owner gives Contractor written assurance that lawful appropriations to cover the costs of the additional Work have been made and that the appropriations are available prior to performance of the additional Work, or unless such Work is covered under a remedy -granting provision in the Contract Documents. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work, prior to agreement on adjustment, if any,. in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of.additions, deletions, or other.revisions, the Contract Sum and Contract Tinic being Adjusted accordingly.. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 if the Construction Change 'Directive provides for an adjustment to the'Contract Sum, the adjustment shall be based on one of the following rriethodg. A Mutual acceptance ofa lump sum properly itemized and suppoiiad by suff cient.substantiating data to permit evaluation; .2 Unit krises stated in the Contract Docitrrients or subsequently agreed upon; .,3 Cost to be detennineil in a inanner agreed upon by the parties and a nntttually acceptable fixed ur percentage fee;_. or .4 As provided in Seclion 7.3.4. • § 7.3.41f the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum; the Architect shall determine the adjustment on the basis of reasonable expenditures and savings:bf those performing time Work attributable to. the change, ilicludi4,-in case ofan increase in the". he Contract Sum, an antounll for overhead and profit its set forth in the.Agreenment, or if no sucli amount Lis set fortli .in the Agreement, a reasonable ammount. In such. case, and also under Section 73,3:3, the Contnictor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate suppoi9ing data. Unless otherwise provided in the Contracl Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Labor rates, including applicable payroll taxes, fringe benefits required by.agreement or custom, woi•ket:s' compensation insurance, and other employee costs approved by the Architect; 1 Costs oftbatei'ials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental. rites of machinery :ind equipment, exclusive of Eiand tools, whether miiled from the Contractor or others; .4 Premium r'at0s for oil thonds and insunince.permit tees, -and stiles, use, or similar taxes, directly related. to (lie change; and .5 Costs of labor rates of supervision and field office personnel directly aitiiliutable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in time Contract Time, the Contractor tray makea Claitn in accordance with applicable provisions of Article IS. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall proinptly'proceed with the change in the Work involved and advise the Architect of tho Contractor's agreement or disagreement with the mctlmod, if any, provided in the Constiucti6n.Change Directive for deiennining the proposed adjustment in the Contract Surn or Contract Time. § 7.3.7 A Construction Change Direetivesigned by the Contractor indicates the, Contractor's agreement therewith, including adjustment in Conlrac:l Surn and Contract Time or time method for determining thcin. Such'agreenmcnt shrill . be effective: immediately and sliall be recorded'as a Change Order. Init. AIA Document A201e— 20i7. Capyrrght 01911, 1915, 19113, 1925, 1937. 1951,1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American institute of Architects. A,i rights reserved.'rho "Antertcan Institute pf Archltvds, "AIA,' the AIA.Loga, "A291,' end "AIA GoMsocl pucwFmnnl� Artr .�� roostered lrsdernarks and miry not be used without permission. "this docurnent was produced by AIA software at 17:36:35 ET on 1 W0612020 under Order J No.9143827137 which expires on 032a12o21. is not for resale, is license4 for one-time use only, and may only the used in a=rdance with the AIA Contract bocumentse Terms of Service, To report copyrlghl'vVetlons, e-mail copydght(?Reta.org. User Notes: (1097607170) § 7.3.6 The amount of credit to be allowed by the Contractor to the Owner for deletion or.change that results in a net decrease in the Contract Sum shut[ be actual net cost as confirmed by the Architect. When .both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall he figufed on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under rite Consttuation.Change Directive in Applications for Payinent. The Architect will brake an interim determination for purposes of monthly certification for payment for those costs and certify fo`r payment. the amount that the Archilect.determines, in the Architect's professional judgment, to be reasonablyjustifhed. The Architect's interiin detennination of cost shall. adjust the"Contract Sum on the same basis as a'Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15, § 7.3.10 When the Owner and Coihtractor.agree with a determination made by the Architect concerning the adjusltnents in the Contract Sutn and Contract Tithe, or otherwise reach agreement upon the adjustme its, such agreement shall be effective immediately and the Architect will prepare a Clhange.Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 1.4 Minor Changes in the Work 'The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involvc an adjustment in'the Contract Suer or an extension of the Contract Time. TheArchitect's order:foir minor changes shall be in writing. if the Contractorbelievcs that the proposed minor changc-in the Work will affect the Contract Sum or Contract Th-Ac, llle.Conuractoi• shall notify the Architcct and shall not proceed to implement the change in the Work. l f the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such changervill affect [lie Contract Sum or r Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time; . § 7.5 Authority to Approve Changes. Any otherprov sion of the Contract Documents notwithstanding, farpurposec of this Article ?,and only, forpurposes of this Article 7, the term "Owther' shall have .the following (nearing with respect to the approval and execution of Written Anih ndmciits, Change Orders and Construction Change Directives: § 7.5.1 With. respect to.any Written Amendment, Change Order or Work Change'Directive that results iit an increase in the Contract Sum of an amount equal to five percent or less of the Contract Sum, the department. director who has responsibility for the.Project may act as "Owner" with respect to the approval and execution of such Written Amendment, Change Order or Construction Change Directive up to and until such time as the total dollar amount of all Written Amendments, Change Orders and Construction Chang; Directives cxcccds Ten. Thousand Dollars ($10,000.00), at which time such Written Amendment, Change Order or Construction Change Directive shall be subject to approval and execution pursuant to the provisions of the following subparagraph 7.5.2 § 7.5.2 Wilh respect to any Written Amendment, Change Order or Construction Change Directive that results in an increase in the Contract Sum of an amount. renter than five percent (56%) but less than ten percent (10%) of Cite Contract Sum, the Town Manager may act as "Owner" with respect to the approval and execution of such Written Amendment, Change Order or Construction Change Directive up to and until such tinic as the total dollar amount of all Written Amendment,%, Change: Orders or Construction Change Directives exceeds Fifty Thousand Dollars ($50,000.00), at which litre such Written Amendment, Change Onler or Construction Change Directive shall be subje6 to approval artd execution pursuanl to the provisions of the following subparagraph 7.5.3 § 7.5.3 With respect to any Written Amendment, Change Order or Construction Change Directive that results in an increase in the Contract Sum of an amount equal to or greater than ten percent (10%) of the Contract Price and further, with respect to any Written Amendment, Change Order or Construction Change Directive that results in any increase in the Contract Sum when the total amount of all Written Amendments, Change Orders or Construction Change Directives exceeds Fifty Thousand Dollars ($50,000A0) the Town Hoard of Trustees. shall actas "Owner" with respect to the approval and execution of such Written Amendment, Change Order or Construction Change Directive. § 7.5.4 Nothing within this paragraph 7.5. or an.y subparagraph thereof shall prevent the Town Board ofTruetecs from acting as the "Owner' with respect to the approval and execution of any Written Amendment, Change Order or IrtEt. AIA Document A2010 -2047. Copyright1911, 1915, 1918,1926,1937, 1951, 1958,186t, 1865, 1M,100, 1976, 1987, 1997, 2007 and 2017 by The Amarimn tnslitute or Architects. Ali rights reserved. The "American InStituiQ o4 Arch4ec1s,"A1A," the AIA logo, "A201,' und'AtA Contract. pocumenti' are Zr�1 registered trademarks and may not be used without p8rrnission, Ttlis oOcumeni was produced W AIA softwaroat 17:3&:3S ET on 1U 0B(21120 under Order 1 No.9143827137 which expires on 09fMM21, is not for resalo. Is ticensed far ona-time use only, and may only be used in accordance with the A!A Contract Documents° Terms of Service, To report copyright vkgattons, e-mail e0pydght&ia.ar9. user Notos: (1097807170) . Construction Change Directive of any amount whatsoever; it is the intent of this paragraph 7,5, and the subparagraphs hereof only to authorize the department director who has responsibility for the Project and the Town .Manager, in the absence of Town Board of Trustees approval and execution, to approve and execute certain Written Amendments, Change Orders or Construction Change Directives under the circumstances detailed above. § 7.6 Ctahns for Change to Contract Sum, The Contract Sun1 may only oe changed by a Change Orderor by a Written A"ntendment, Any claim for an adjustment in the Contract Surn shall be based on written notice delivered by the party ►inking the claim to the other party and to Architect within it►e time specified in Artiele.15 . Notice of the arnount of the claim shall be accompanied by claittiont's writtep statement that the adjustment claimed covers all k►wwri amounts to which the claiillant is entitled as a result of said occurrence or event. All claims for adjustment in the Contract Sum shall be determined in accordance with Article 15 -if Owner and Contractor` cannot otheriVise agedc on the amount involved. Pro claim for an adjustment in the Cantract.Sum will be valid if riot submitted in accordance with this paragraph and Article 15. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise p'novidedi Contract Time is the period of trine, including authorized adjusinterim,"allotted in the Contract "Documents for Substantial Completion of the Work, § 6.1.2 The date of commencement of the Work :is the date established in the Agreement. § 8.1.3 The date of Substantial.Completion'is the date established in the GIMP Amendment (ryarugraph tieletedl) § 8J.4 The date ofFinal Completion is the "date established in the GMP Amendmment. § $,i.5 The -term "diayr its used in the.ContraO Documents shall mean calendar day unless otherwise specifically . dcfned, - § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractorvonfirins that the Contract Time is a.reasomble period for perforating the Worts:. § 8.2.2 The Contractor shall not ktlowingly, except by agreement or -instruction of the Owner in writing, cummence the Work prior to the.effective"date of insurance r4 ired to be funflkhed l y the Contractor and Owner, § 8.2.3 The Contractor sholi proceed cgpeditiotisly with adequi►te.forces and'shall achieve Substantial 176nlplctioti within the Contract -time. (Patag)vrplts deletert) § 8.3 Clalin far Change to Corlttact Thrice The Contract Times may only be cha►igcd as allowed or pcnnittcd in the contract documents. Any Clairn For an adjustment of the Contract Times shall be based on written notice delivered by the patty making the Claim to the other: party and to Architect within the time specified in Article 15. Notice of the extent of the Claiin shall be accompanied by the claimant's written statement that the adjustment claiined is the entire adjustment to which the claimant has reason to believe it is entitled as a result of the occurrence of said event. All Claims for adjustment in [lie Contract Thiles shall be dctci-mincd in accordance with Articld 15, "ifOwner and Contractor cannot othetwise agree. No Claim for an adjustment in the Contract Times will be valid if not submitted in accordance with the. requirement., of this paragraph 8.3 and Article 15. $ 8.4 Time of the Essence. All time limits stated in (lie Contract Documents are of the essence of the Agiverttent. § 8.5 Delays and Extensions'of Time § $4.1 if the Contractor is preveilted or delayed at any time in the commencement or from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a claim is made therefor in accordance with Article .15. Delays beyond the control of Contractor shall include, but not be .limited to: (1) an act or neglect of the Owner or Architect, of trait. AIA Doc4m9nt AI410-�2017..Copyrlght O 1911, 1915,1918,1925.1937, 1951, 1958.1981."1983, 1986. 197D,1976,1987,1997, 2007 and 2017 by The American Institute of Architects. All rlghts reserved, The "Amerlmn .1nallhrte of Architects,' "AIA,' the AIA Logo, OA201I' and "AIA Cpntralm DnemmonW are .Z� registared trademarks and may riai be used wifhput permisaion. This document was produced by AIA software at 17;35:35 ET an 1olON202p under Order 1 No.9143627137 which expires on Q9i29t2021, is nol for resale, is licensed for coo -lime Use only, and may only be used in accordance with the AIA Contract Documonts# Terms of Service. To report copyrtghl viorations, a -mail copyrfghl@ala.org. " User Notes: (i t]97$071701 . an employee of either, or of a Separate Contractor; (2) by changes ordered in the'Work; (3) by labor disputes, tire, unusual delay in deliveries, unavoidable casualties, unanticipated adverse weather conditions documented in accordance with Section.] 5.1.6.2; or oilier causes beyond the Contntetor's control or acts of God, epidenrics, pandemics, governnieni actions; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; of (5) by other causes that the Conhactor asserts, and die Arcltitect.determiiles, jtistify delay, then (lie Cphtrtict Timcshall be extended for such reasonable time as the Architect may determine. Delays attributable to rind within the control of.0 Subcontractor or Supplier shall be decried to be delays within the control of Contractor.. f § 8.5.2 Claims relating to time shall be made in accordance with applicablc-provisions of Article 15. § 8.3.3 Where Contractor is delayed due to action or inaction of Owner or by anyone for whom the Owner is legally liable, the Contract Times shall be extended .in an amount equul to the time lost due to such delay, In no evedt shall Owner be liable to Contractor, any Subcontractor, any Supplier, airy othcrperson or organization, orto'any surety for or employee or agent of any of them, for damages arising out of or resulting from (i) delays caused by or within the control of Contractor, or (ii) delays I cyond the control of both parties including but not limited to fires, floods, epidemics; abnolntal weather conditions, acts of God.or acts or neglect by utility owners or other contractors performing otherwork..This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is statcd in the' Agreement and, including authorized `adjustments; is the total alriouttt payable by the Owner to the Contractor for perfonnaince of the Work mister the Contract ,Documents. § 9.1.2If itnitprices are:stated in the Contract -Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so thatapplicaticn of such unit prices to the actual quantities causes substantial inequity to 'the Owner or Coniracior, die applicable unit prices shall.be cquitably.adjustcd. • § 9.2 Schedule of Values Where the Contract is based on a stipulated s_uni or Guaranteed Maximum Price, the Contractor'shall submit a schedule of values to the.Arcliitect before the first Application for Paymcnt,-allocating the entire Contract Sum to the various portions of the Work. The suliedule of values shall be prepared u1 the form, and supported by the data to substantiate its accuracy, required by the Architect. This schedule, unless objected to by the Architect, shall be used as o basis -for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shrill be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect. shalLbe used as a basis forreviewing the Contractor's subsequent Applications for Payment. The Contractor may revise the initial schedule of values from timeto time when the nctual costs and progress of the Work varies from the original approved schedule of values. § 9.3 Applications for Payment § 9.3.1 At least twenty days before the date established for each progress payment (bu(not more often than once a month), the Contractor shall submit to the Architect an itemized Applicalion,for Payment prepared in accordance with the schedule of values, if requintd under'Section 9.2, for completed portions of the Work as of the date of the Application. The application shall be notarized, if required, and supported by all. data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers., and Shall reflect retaimp iffikovided for in the Contract Documents. § 9.3.1.1.As provided in Section '7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2.Applications for Payment shall not include requests for payment for portions.of the Work for -which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been perforated by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored. at the site for subsequent incorporation in the Work. if approved in advance by the Owner, payment may similarly be made for materials and equipment -suitably stared off the site at a location colt AIA Oocurnent AY01°-2017. Copyright (D1911,1916.1918. 19Z5,1937,1951,19Sr3,18fr1,19ti3, 1966,1870,1976. 19a7. 19.97, 2607 and 2017 by The American Institute of AmbijoclS, An fights FOsermd. The "American Institute 0Arehltocts,"AIA,- the Alp Logo, "A201,' and `AIA Cgntract Documents' are 27 regislero¢ tradoinmRs And may not bo-used withoo pemrlssion. This dRcement was produced by AIA software at 17:36:35 ET on 10)bat 020 under Order 1 No,9143927137 which expires on 0912912021, is not tar resale, is licensed far onuAime use only, and may ardy be used in accordance with the AIA Contract Oocu+nenlss Terms or Service- To reporl copyright violations, e-mail copyrightgala.org. User Notes: (10978011701 . a reed upon in writing. Paymknt for materials and equipment stored on or off .the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owners intere-si, and shall include the costs of.apolicable insurance, 06rnge. and transportation to the site, for such materials and equipment stolid off the site. § 9.3.3 The Contractor wurrants that title to all Work covered by an Application for Payment will pass.to the Owner no later than the lime otpayment, free and clear of ai.l liens, The Contractor further warrants thut.upowsubmitial of air Application for Payment all Work t'or which Certificates'for Payment have been previously issued. and payments received from the Owner shall, to the best of -the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to (lie Work. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt ofthe Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to 'the Contractor; or (2) issue to the Owner a Certificate for Paymcrit for such amount as the Architect determines is'properly due, and notify the Contractor and Owner of the Architect's masons for witliholding certification in part As provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and.Owner 'of the Architect's reason for withholding certification hi whole ns pruvided in Section 9.5.1. § 9.4.2 The issuance of p Certificate for Payment will-constittite a represenlatian by the Architect to the Owner, based on the Architect's evaluation of the Work and the date, in the Application for Payinent, that, to the best of the Architect's knowledge, infotrriatioo, and belief, tlte'Vlrol�c has progressed to the point indicated, the -quality of the Work is in accordance with the Contract Documents, and that tlte.Contractor'is enlitled to payment in the amount certified. The.foregoitilg representations are subject to an evaluation of the Work:for conformance with the Contract Documents upon Substantial Completion; to results of subsequent tests and inspections, to correction of minor deviations from the Contract. Documents p(•ior to conipiction, acid to specific qualifications expressed by the Architect. • Howcvcr, the issuance of. a Certificate for Payment will not be a rcpreseniation that the Arrchitect has (1) tndde. exhaustive 4r continitous on -site inspections to check thequality or.quentily of the Work. (2) reviewed construction ineans, mcihods, techniques, sequences, or procedures: (3) reviewed copies of requisitions received from 5ubcontractots and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4.) made examination to ascertain how or.for what purpose the Contractor has used money previously paid on account of the Contract Sum: § 9.5.Decislans to withhold Certificatlott § 9.5.1 The Architectinay withhold a Certificate for Payment inwhole or in part, to the :extenl reasonably necessary to protect the Owiter,'if in the.Airchilect's`opinion (lie representations to die'Owner required by Section 9.4.2 cannot be matte. Ifthe,Architect is unable to certify payment in the amount of the Application, [tie Architect will notify the Contractor and Owner as provided in Section 9.4.1. tf the Contntctorand Architect cannot agree on a revised amauult, the Architect will promptly issue a Certificate roc Payment for the amount for which the Architect is able .to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, becauseof subsegttentiy discovered tMdence, may nullify the whole or apart of a Certificate for Payment previously. issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and oniisslons described in Section 3,31, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable Fling of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to ninkc payments properly to Subcontractors or suppliets for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for (he unpaid balance of the Contract Sum; .5 damiige to the Owner or a Separate Contractor; .6 reasonable evidence that Cite Work will not be completed within Cite Contract Time, and that the unpaid balance 1,voti1d. not lie adequate. to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with. the Contract Documents. • § 9.5.2 Men either party disputes the Architect's decision regarding a Certificate for Payment tinder Section 9.5.1, in whole or'in part, that party:may submit a Claim in accordance'with Article 15. Init. AIA Document A20100- 2017. Copyright 01911.1915. 1918. 1925, 1937; 1051,1958,1961, 1963.1965, 1970, 1976, 1987. 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "Amerman Institute of Arah(lecls.' "AIA," the AIA Lngo.'A201," and "A1A Caniraei tlocuments' are 2$ registered trademarks and may not be used wlthout permission. This document was produced by AIA software at 17:36.35 ET on i0l06f2020 under Order Nio.9143827137 which expires Ors 0912912021, is not for resale, is licensed for one -lime use only, and may only be used In accordance with the AIA Contract Documents* Terms or Service. To report copyright violations, e-mail copyrrghi@aia.org. .riser Notes: (io97807i m) § 9.5.3 When the- reasons for Withholding certification are removed, certifrcationwill be made for amounts previously withheld. § 9.5A if the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, with !Contractoi`'s approval, which sliall not be unreasonably delayed or withheld„ issue joint checks to the Contractor and to any Subconlractoror supplier to whom the Contractor failed to make..payment for Workproperly performed or material or equipment suitably delivered. if the Owner makes payments by joint check, the Owner shall notify dW Architect.an_d the Contractor shall reflect such payment on its next Application fo:r Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within (lie time provided in the Contract Documents-, and shall so notify.the .Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later Than seven days after reccipt of payment from the OW ier, the amount to which. the Subcontractor is entitled, reflecting percentages actually retained from 'payments.to the. Contractor on account of�the Subcontractor's portion of the Work. The Contractor shall, by appr6printe agreement with each Subcontractor, require each Subcontractor to make payments to Sub --subcontractors in a similar. manner. § 9.6.3 The Architect will, on request, furnish toa. Subcontractor, if practicable, information regarding percentages of completion or amounts app]ie d for by the Contractor and action taken thereon by the Architect and 0wtter on account ofportions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written edidarim from the Con ivOoe that. the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If die C'ontl ictor fails to furnish such evidence within seven days; the Uwner shall have the right to -contact Subcontractors and suppliers to ascertain whether they Have been properly paid. Neither the Owner nor Architectshall have an obligation . to pay, or to see to the payment of moncy:to, a Subcontractor or supplier, except as may otherwise be required bylaw. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2. 9.6.3 and 9.6.4. § 9.6.6 A. Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute nCeeptnnce of Work not in necordance With file Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in' the full penal sum of the Contract Surn, payments received by the Contractor for Work properly perforned by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, udder contract with the Contractorfor which.payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or eatitle.any person or entity to tin award .of punitive damages against the Contractor for breach of thexequirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract. Documents., the Contractor shall defend and indemnify the [honer from till loss; liability, damage or expense, including reasonable attorney's fccs and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner.shall notify the Conti -actor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which die lien or other clairn for paymcut has been asserted. § 9.7 Failure of Payment If the Architect does not issue it Certificate for Payment, through no fault of the Contractor, Within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in .the Contract Documents, the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' notice to the Owner and Architect, stop the Work uEitil payment of the amount owing has been received. The Contract Time shall be extended appropriately and Init AIA Documant A201e— 201T. Copyright 01911,1915. 1918, 1925. 1937, 19s1, 1958,1961. 190, 1960,1970.1976.1987. i997. 2007 and 2U17 by The Anteriran Institute of Architects. All rights reserved. Tho "An� odonn Institute of Architects.' "AIA: Ehc AIA Lugo, "QO.I.' and `AIA Gantracl Documents` are Zg registered irademarks and may not he used withoutperatission. This dotument was produced by AIA software at 17:36:36 ET on 1010612020 under order 1 No.9143827137 which expires on 091291202 1, is not for resale, Is licensed for one-time use on4y, and may only be used In acmrdance with the AIA Contract Dorumontse Terms'or Service. To repprl copyright violations, a -mail Copyrightgaia,org, User Notes: (1097807170) the Contract Sum shall be increased by the amount of the ,Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9,8.1 Substantial Completion is tite stage in the progress of the Work when the Wwk or designated portion thereof is sufficicntly complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or.a portion thereof which the.Owilcr agrees to accept separately, is substantially complete., the Contractor shall prepare and submit to the Architect a comprehensive list of itetns to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accor"fice with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is stibstaiiiially complete. if the Architcct's inspection disclbse�s any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Docunients so that'the Owner can occupy or utilize the Work or designated portion thereof for'its intended use,, the Contractor shall, before issuance of d1e'Ceitiiicate of Substantial.Completion, complete or correct such item upon notification by the Arcbilccl..In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Colnplelidn. § 9.8.4 Wlicn (lie Work or designated portion tlicreaf is substantially cgfrnpletc, the Architect will prepare a Certificate of Substantial Completion that shall establish the date orSubstantittl Conipletioii; establish responsibilities oftlie Owner anti Contractor for security, maintenance, heat, utilities,, damage to the Work and insurance; and fix the time within which the Coniractorshalffinish all items on the list 'accomnpallying the Certificate. Warranties required by the Contract Documents shall commence on the date.of Substantial Completion of.the Work or designated portion thereof unless otherwise provided hi the Certificate of Substantial Completion. M§ 918.5 Ile Certificate of Substantial Comptetioti shal.i'be submitied to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall makc.payinant ofretainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of°the Contract Docunients. § 9.9 Partial Occupanoy or Use § 9.9.1 Tire Qwner inay occupy or rise any completed -or partially-tonmpl -led poitio►.i of lh .Work at any stage wilier such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurdir and authorized by public authorities having. jiirisdiction hover the Project. Such partial occupaney.or Use may commence whellmer or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retuinage, If any, security, maintenance. lical, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and comnmeneoment of warranties required by. the Contract N4:tt »ents. Wlicn cite C*ntrac,tor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided tinder Section 9,9.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be dclerinined by written agreement between the Owner and Contractor or,'if ito agreement is reached, by decision ofthe Architect: § 9.9.2 huniediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the nrea.to be occupied or portion of [lie Work to be used in order to determine And.record the condition of the Work. § 9.9.311nless otherwise agreed upon, partial occupancy or use ofa portion or portions of the Work shall not constitute acceptance of Work. not complying with. the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptmtncc.and upon receipt of final Application for Payment, the Architect will prompily,nmakc such inspection. When the Architect finds • the Work acceptable tinder die Contract Documents and the Contract fully performed, the Architect: will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and tail. AIA Bocutnenl A261®- 2017. Copyrigtrt g 1911, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1883,198B, 1970, 1976, 1987. 1997, 2007 and 2017 by The American Institute of Architects, AN rights reserved. The "American lnslituLc n(Archlfec%," "AIA.' 1hs AlA tNr;, "A20i,' and 'AIA Cenral t Ooainl . nrs' 8r{ 30 regisle and trademark& and may flat he used wilhnLd permiss(on, This document was produced by AIA software at 17:36,35 ET pn 101061202Q under Order 1 No.9143627137 which expires on o9129r2021, is not for resale, is licensed (or one-time use only, and may only bo user! in accordance with the AIA Contract Documentsa Terms of service. Ta repart copyright violations, e-mail capyright�aia.org. usar Natos: (1097847170) on the basis of the Architect's on -site visits and inspections, the Work has .been completed in accordance with the Cuntract Documents and that the entire balance found to be due the Contractor and noted in the ftnal Certificate is due andpayable. The Architect's final Certificate fair Payment will constitute.a further representalion that conditions listed it) Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 neither final payment norany.remaining retained percentage shall beooine due until the Contractor suhrnits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with' the Work for which the.O%vncror the Owncr's-property might -be responsible or cncumbercd (les% amounts withheld by Owner) have been paid or otherwise satisfied, (2) 4certifi6ate evidencing that insurance required by the Contract Documents to retrain in force after final payment is currently in effect, (3) It written statement that the Contractor knows ofnb reason that the insurance will iiot'be renewable to cover -the period required by the Contract Documents, (4) consent of surety, if any; to final payment, (5) "documentation of any special warrantics,:such as tnanufa"cturers' warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, 'claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be desi&ated by the Owner. If a Subcontractor refuses to furnish a release or"waiverrequired by the Owner; the Contractor may furnish it bond satisfactory to the Owner to indemnify the owner against such lien, claim,'security interest, or cncumbrance,.lf alien, claim, security interest, or ea cumbrinee.rentains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, clainlr security "interest, or encumbrance, including all casts and reasonable aootmeys' fees. § 9.10:3If, after Substantial Completion of.the Work, final .completion thereat' is.materially.delayed through no fault of the Contractor or by issuance of Change Ordeas.a"ffecting final.completion, and the Architect so confirmz, the Owner shall, upon application by the Contractor and certiCcatian by the'Architcct, and without tenninatitlg the. Contract, makc payment of the balance due for that portion of the Work fully complcrcd, corrected, and accepted: If the remaining balance for Work not fully completed"or corrected is less than retainage stipulated in the Contract Documents, and if bonds" have been furnilghed, the written consent ofthe surety to payment of the balance due for that • portion at the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior. to certification of such payment. Such payment shall be made under terms and conditions governing ,final payment, except that it shall not constitute a waiver of. Claims. § 9.10.4 The malting of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests, or encuri3b'ances arising out ofthe Contract and unsettled at the Iime'of final payment; .2 failure of the Work to -comply with the requirements of the Contract Documents; .3 latent defects in the Work; .4 terms of special warranties .required by the Contract Documents;' or .S audits performed by the Ckyner if permitted by tine Contract Documents, aller•linal paytnent. § 9AG Acceptance of final payment by the Contractor, a Subcontractor, or a.supplier, shall "constitute a waiver of all claims"by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application" for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions "and Programs The Contractor shall be responsible for initiating, maintaining,and supervising all safety Precautions and programs in connection with the performance of the Contract, § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable prccautions for safety of, and shal I provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work. and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subconiractor, or a Sub -subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, • structures, and utilities Plot designated For removal, relocation, or replacement.' in the course of construction. Init. AIA Document A201e— 2017. Gapyrlght 01911, 1915, 1918, 025,1937. 1951, 1958.1961,1963, 196fi,1970, 1976,1987,1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American ln31ilute bf Archllecta ,� -AIA,' ace AIA Largo, A201,' and "AIA Conlrbel poeuntents- are 31 registered tmelernotks anti may not be used wilhout permissidn. This document was produced by AIA software'at 17:36:35 ET on 1010642020 under Order ! No,9143827137 which expires on 09QW2021, is not for resale, is licensed for ona-lime use only, and may only bb used to aomdanao with tho AIA Contract Docunwntsel Terms of Service, To report copyrlpht violations, email copydgtlt@i�le.org. Wei Notes, (1097807170) • § 1012 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawfW orders of public authorities, bearing on safety of persons or property or'their protection from damage, injury, or loss. § 10.2.3 The Contractor sliall implement, erect, and maintain, as required by existing conditidns and performance of lhe Contract, reasonablc,safeguards ftir safety and protection, including posting danger signs and other w almings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2A When use or storage of explosives or other hazardous materials or equipment_, or unusual methods are necessary for execution of. tits Work, the''Con(ractor shall exercise utmost care and catty on such activities under supervision ofpeoperly:qualified personnel. § 10.2.5 The Contractor shall promptly reinedy tiamage And loss (other them danriage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1..2 and I.0.2..1.3'caused in wliofe or in part by the Contractor; a Subcontractor; o Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10,2,1:2 and 'I0.2.1.3, The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or -anyone dircetly or indirectly employed by either of them, or by anyone for whose acts either of them may be liabic, ,find not attributable 'to the fault of .negligence of [lie Contractor. The foregoing'obligadoits of the Contractor are in addition to the Contractor's obligations under Section 3.-1 S; § 10.2.6 The Contractor shall designate a responsible member of the Contractor's or at the site whose duty shall be the preveatioa of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the. Contractor in writing to the Owner and Architect. • § 10.2.7 The Contractor shall not permit any part. of the constniction. or site to be loaded so as to cause.dantage or create an unsafe condition. § 10.2.8 Injury or bantage to Person or Property ifeither party suffers injury or damage to person or property because of an actor omission ofthe other party; or of others for whose acts such party is legally responsible, notice ofthe injury or damage, whether or not insured, shall be gi.,en to the other party within a reasonable time not exceeding 21 days atler discovery. The notice shall provide sufficient detail to enable. the other party to investigate the ?natter. § 10.3 hazardous Materials and Substances § 10.3.1 The Contractor, including any Subcontractor.or anyone case for whom contractor is responsible, is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances, as well as any and all applicable federal. state or local laws relating to the protection of health, safety and the environment from releases or threatened releases of hazardous substances or waste materials and/or governing the handling, use, generation, treatment, storage, recycling, transportation or disposal of hazardous or waste inatcrials. If the Contractor encounters it hazardous material or substance uncovered or revealed at the site and lioL shown or indicated in Drawings or Spccificatiom oridentificd in thc'Contract Documents to be within the scone of Work, anti if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,.including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the Site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Worts in the a- Meted arert and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor's notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying lite presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable abjection to tote persons -or entities Init. AIA Oncumerit A201m-2017. Copyrightta 1911,1916,1918, 1926. 1937, 1951. 1958,1961, 1963, 1966, i4m, 1976,1967,1997, 2007 end 2n17 by The American tnsuitute of Architects. Ali rights reserved. The'Anlerican InslltUtA or Archileets,' "AIA," the AIA Logo, A201," and "AM Contract Dorumenls' are regtsiered lrAds,netks sod mey nol be used without pwmission. This document was produced by AlA sattvmre at 17:36:35 ET on 10106t2020 under Oder 3.2 ! No-9143827137 which expires on 09129f2021. is not for resele. is licensed for one -lime use only, and may only be used in accordance with the AIA Contract Dncument0 Terms of Service. To report copyright'violations, e-mail copyright@ala.org. User Notes, (1097807170) proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect liave no reasonable objection. When the material or substance has been rendered harmless, Worts in the affected area shall resume upon written agreement of the Owner and Contractor.:By.Cltange Order, the Contract Time shall be extended appropriately and die ContractSunl shall be increased by the amount of the Contractor's reasonable additional. costs of shutdown, delay, and start-up. § 10.3.3.[re&erved] § 10.3A 'Contractor shall indemnify, defend, and hold harmless lire Owner and any of its officers or employees from and against any claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of relating to; (J) any environmental -contamination or pollution or threatened contamination or pollution arising out of any release or threatened release of hazardous materials or substances brought to the site by Conti actor; Subcontractor, Suppliers or anyone else for whom Contractor is responsible into the Environment, even if such materials or sutmanccs are required by the. Contract Documents; pttv.ided that any such claim, loss or, expense is due to the fault or negligence of the Contractor, its 5ubconti tictois, br persons cat• entities far which they are responsible in Iho.usc and handling of hazardous materials or substances. required by the Contract Documents, or in the performing of any Work that -is outside the scope of Work or contrary to applicable ,federal,, state or local laws relating to the protection of health, safety and the environment from releases or threatened releases of -hazardous substances or waste materials and/or govcniing the handling, use, generation, treatment, storage,' recycling, transporiation or disposal of hazardous or waste materials. (PQiugrdph.deleted) § 10.3.6 If, without negligence on tho part of the Conlructdr, the Contractor is.held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost -arid expense thereby ,incurred. • § 10A Emergencles ` to an emergency affecting safety bf persons or property, the Contractor shall act, at the Contractor's discretion. to prevent threatened damage, injury,°or loss. Additional.eompensadon or extension of.0ne claimed by the Contractor on account of an emergency shall be.determined as provided in Article 15 and Article 7. ARTICLE 11 INSt1RANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § -11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subjectto the terms and conditions, as described in tic Agreerneiit or elsewhere.in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in:lhe jurisdiction -where the Project is located. The Owner,.Architect, and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract .Documents, § 11.1.2 The Contractor shall.provide surety bonds of the types, for such penal suns, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase. And mointairt the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary pf bonds covering payment of obligations arising under the Contract, the. Contractor shall promptly fill-nish a copy of the bonds or -shall, authorize a copy to be furnished. § 11.1A Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance rcquimd by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor; the Owner shall, unless the lapse in coverage arises from an act • or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by (lie Init. AIA Document A2010- 2017. Copyright Q)1911, 1915, 191 S, 1925.1937, 1951.1958, iSfi1. 49b3. 198G.197#. 1070, 1987. 1997, 2007 and 2017 by The American Inziltute of Architects. All rights reserved, -The'Aniellpan insillute of Architects"AIA,` iho AIA Logo. Woi," and "AIA Contract Documents" are 3� registered iradernarks and may nut be used wilhouI pentilmien. This dooment was produced by AtA software at 17:36:35 ET an 1Itlf1612020 under Order 1 No.9143827137 which expires on 0912012021, Is not for resale. is liven sod for one -lime use only, and may only be used in accordance with the A1A Contract Documents" Toms of Service. To report copyrighl vioiauons, e-mail copyright@ala.org. User Notes: (io978f)717o) • procurement orreplacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner's Insurance § 11.2A The Owner shall purchase and maintain insurance of tlictypes and limits of liability, captaining rite endorsements, and subject to the terins rind conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from nih insurance conipany or insurance companies lawfully authorized to issue insurance in rth, jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner tails to purchase and maintain the required property insurance, .with all of the coverages and in the amounts described :in the Agreement or elsewhere in the Contract Doeunhents, the Owner shall inform the Contractor in writing prior to coimucthcernent of the Work: Upoii receipt: of notice.froln the Owner, the Contractor may delay coninlcaccincnt of the Work ,and pray obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub -Subcontractors in the Work, Who the failure to pro6dr, coverage has beeri cured or resolved, the Contract -sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and. Sub -subcontractors to the extent the loss to the Owner would. have been covered by the insurance io have been procured by the Owner. The cost of the insurance sltnll be charged to the Owner by a Cbangc Order. If the.Owner floes not provide written notice„ and the Contractor is damaged by the failure or.neglect of the Owiler to p4rehasc or maintain the required insurance, the Owner shall reirnburse the Contractor for all reasonable costs and damages attributable thereto: § 11.2.3 Notice of Cancellation or Expiration.tif Owner's Required Property Insurance. Within three (3).busifiess days of 'the date the Ow+ner.bccomcs aware :ofan-impending or actual cancellation or expiration of any property insurance~ required icy the Contract Dochttnents, the Owner shall pr6ide notice io the Contractor of stich impending or tactual cancellation or expiration. Unless the lapse in coverage ariscs-from an act or omission of the Contractor (i) the Contractor; upon receipt of notice from the Owner, shah have the right to stop the Work unti 1. the lapse in coverage has been cured by,the.procurementof replacement coverage by cith6r.lhe Owner.or the Contractor; (;) !he Contract Time and Contract.Suin shall be equitabty.adjusted; and (3) the Owner waives all right§ against theContractof, Subcontractors, and'Sub-subcontractorsto.the extent any loss to the OwnerwoUld have been coveted by the insurance itud "it not expired or been cancelled; If the Contractor purchases replacement coverage, the cast of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of.notice by the Owner shall not relieve the Owner of any contractual obligation to pn*de required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive till lights against (I) each other and any of their subcontractors, sub -subcontractors, agctits, and eiployees, each' of tltc uthcr; (2) the Architect and Architect's consultants; and (3) Separate Contractors, ifany; and any, f their subcontractors, sub -subcontractors; agents, and employees, for damages caissed by fire, or other causes of loss, to the extent those losses arc'covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights .as.they have to. proceeds of such insurance, The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect. Architect's consultants, Separate- Contraetoi,s, subcontractors, and sub -subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation. shall be effective as to a person or entity (1) even though that person or entity would otherwise Have a duty of indemnification, contractual or otherwise:, (2) even though that persoiror entity d.id not pay the insurance premium directly or indirectly, or (3) whether nr not the. person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Projeet construction period the Owner: insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring (lie Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissiblc by such policies, the Owner ► waives all rights in accordance with the terms of Section 1 I.3.1 for darhiages caused by fire or other causes of loss t overcd by this separate property insurance. • § 11A Loss of Use, Business Interruptlon, and Delay in Compleatlon Insurance bait. AtA Document A2W°-2017. CopyrfghtC1911, i916,1918; t925, 1937,1951, 1958, 1961, 1963.1966,1570. 1976,1987,1997. 20D7 and 2017 by The American Institute or Architects. All tights reserved. T1ta'American Inr0hiito of Atphttects,' "AIA," the AIA Logo,'Aa01; end "AIA Contract 06vurnaMs are 34 regislered trademarks and may rat be Used w0ow pernilsston, This document was produced by AIA software at 17:36:35 ET on 101OW2020 under Order 1 No.9149827137 which expires on 091=021, is col for resate, is licensed for one-timo use only, and may only be used In accordance with the AIA Contract Documenlsn Terms of &ervioe. To report copyright viatations, email copyri9ld6aia.or1j. User Notes: (1097807170) . The'Owncr, at the Owner's option, rutty purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property, or the inability to conduct normal operations, due to .f re or other cause's of loss. The Owner waives all rights of aciion against the Contractor and Arch itect for.loss of use of the Owner's property, due to fire or other hazards However caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured udder the property insurance required by the Agreement shall be adjusted by the Named insured as fiduciary and made payable to the Named Insured as Fiduciary for the insureds, as their interests may appear, subject.to requirements of any applicable mortgagee clause and of Section 11.5.2. The Named Insured shall pay the other insureds, their just shares or insurance proceeds received by the Named.lnsured, and by appropriate agreenlents the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner, § 11.5.2 The Owner and Contractor shall agree on the allocation of the instinince proceeds, if the Owner and Contractor reach an agreement as to the allocation of the insurance proceeds, then the Named Insured shall settle the loss itceordingly; and the Contiactor`orOWnef; as applicable, sliuil be bound by the settlement and allocatigir, Upon receipt, the Named Insured shalt'deposit the insurance proceeds in a separate account and make the appropriate distributions. If no agrecinclit regarding fine allocation of insurance proceeds is reached, (lien [he damaged Work shall be repaired andfor replaced by the Contractor and the insurance proceeds shall be applied is the cosh of repair andJor replacement of the Work. If the insurance proceeds are insufficient to compensate Contractor for the repair and/or replacement of the Work, or for other Contractor costs associated with the loss, including but not limited to costs related to stand-by or delay, then Owner and Contractor sliall execute a: Construction Change Directive tlicrefor..Any dispute bctiveerl the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be. resolved pursuant to Article :15. ARTICLE '12 UNCOVERING ANb CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered conliary to the Architect's regirestor to requirements specilicadly expressed in the Contract Documents, it roust, if requested in writing by.the Architect, be uncovered for the Architect's cxarninetion and be replaced at the Contractor's expense withput.changc in the Contract Time. § 12,112 If a portion ofthe Work has been covered. that the Architcct has not specifically rcaucstcd'to examine prior to its being covered, the Architect rtiay request to see such Work and it shall be uncovered by the Contractor•Af such Work is in accordance with the Contract Documents, the Contractor shall Ire entitled to an equitable adjustment to the Contract Sum andContract Time as may he appropriate. If such Work is not in accordance with the Contract bocumentsi the costs of uncovering the Work, and the cost of correction, shrill be at the Contractor's expense. § 12.2 Correcdan of Work § 12.2.1 Before Substantlal Completion The Contractor shall promptly, as du-e ted by Architect, either correct Work rejected by the Architect or failing to conform,to the requirements of the Contract Docuittents,'pr if the Work has been rejected by the Architect, remove it from the s,itc and replace it with Work that is not defective„ discovered before Substatllial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing -and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall .be at the Contractor's expense. § 1212 After Substantial Completion § 12.2.2.1 in addition to the Contractor's obligations under Section 3.5, if, Within one year after the: date of Substantial Completion of the Work or dw�ignated portion thereof or after the date for comrrrencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of tile Work is found to he defective, such as not in conformity with die requirements of the Contract Documents, the Contractor shall promptly, without regard to Cause, and without cost to Owner, .and in accordance with Owner's written instructions; (i) correct such. defective Work, or; if it has been rejected .by Owner, remove it from the site and replace it with Work that is not defective, and (ii) satisfactorily correct or.remove and replace tiny damage to other Work or the work of others resulting therefrom. The Owner shall give such notice promptly after discovery of the . condition, During the one-year period for correction of W.orfc, if the Owner fails to notify the Contractor and give the Contractor tin opportunity to make the correction, the Owner waives_ the rights to regtiirc correction by the Contractor Intl. AiA Document A2010— 2017. Copyright (P1911. 1015. 1918, 1925.1937. f951,1956.1961. 1963,1966,1970. 1976.1987,1997, 2007 and 2917 by Tho American InWituto of Architects. FUI tights reserved, The "Amer an tnsiliuto Rt Architects. 'Ala' the AIA Logo,'A20t,' and 'AIA Contract ryQqumente are 35 regislerod Iradoinaiks and may not be used Affiout permission. This document was produced by AIA software at 17:36:35 ET on 10/0612020 under Order l No.9143827137 which expires on 09129=21. Is hot for resale, is Iloonsed forone•time use only, and may only tic used In aeoordaM* With tho AIA Contract DocumentsO Terms of Sw,*o, To report copyright violations. 6-mall copyrlghtQe1a,or9. User Rotes: (1097807170) • and to Ina. ke a claun for breach of warranty. if the Contractor fails to toii-ect defective Work within a reasonable time during that period alter receipt of notice from the Owner or Architect, the Owner may.comect it in accordance with Section 2.5, and all claims, costs, losses and damages caused by or resulting front such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. § 12.2.2.2 The one-year period for correction.of Work shall tie extended with respect to portions of Work first performed after Substantial :Completion by the period of time between Substantial Completion and (lie actual completion of that portion of the Work. § 12.2.2.3 Where defective Worts (and damage -to other Work resulting theretiolti) has been corrected, removed or replaced underthis paragraph 12.2, the correction period hereunder with respect.to such Work will be extended for an additional period of one (1).year alter such correction or removal and replacelrent has been satisfactorily comJ�le�tctd, or for such longer period as agreed upon by die parties. § 12.2:3 Tlie.Contractor,shall remove from the site portions of the. Work that are Ifot in accordance with the requirements of the.Contract Docunterds and are neither coffec(ed by the Contractor nor accepted by the Owfler" § 12.2.4 The Contractor shall bear the costofcorrecting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this.$cction 12.2 shall be. [nnstrued to establish.a period of limitation with respect to other obligations. die Contractor has under the.Contract Documents. Establishment of the ono -year period for correction of Wdrk:as described in Section 12.2.2 relates only to:the specific obligalian of the Contractor to correct the Work, and has no relationship to the limit within which thc.obligation to comply with the Contract Documents 1111ay be. sought to be enforced, nor to the time within which proceedings may be commenced'to.establish the Contractor's liability with respect to the Contractor's obligations other than specifcally.to enmect.the Work. . § 12.3 Acceptance of Nonopnforming Work Tr, instead of requiring correction'or removal and replacement of defective Work, Owner (and, prior to Architect's issuancc of final Certificate ofPaymcnt) prefers to accept it, Owner may do so. Contractor shall. pay all -claims, Costs, losses and damages attributable to Owner,'s ewaluatiori of and determihatioii.w ccept such defective Work 6tich costs to be approved by Architect as'to reasonableness). If any such acceptance occurs prior to Architect's issuance of final Certificate of Payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work. and Owner shall be entitled to an appropriate decrease in'the'Contract Surn, and, if the parties are unable to agree as to the amount thcrcof, Owner may matte a claim thereror as provided in Articic 15. 1f the acceptance occurs infer such Certificate of Paymcnt, an appropriate atbbi nt A?il I be paid by Contract& to Owner. Such. adjuArintent shall be. effectuated whether or riot final payment has been made, ARTICLE 13 MISCELLANEOUS .PROVISIONS § 13,1 Governing Law I The Contract shall be governed by the law of the State of Colorado, and venue for any litigation arising under the Contract shall be in Weld County District Court. § 13.2 Successors and Assigns § 13.2.1 The Owner -and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to covenants, agreements; and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as fa whale without written consent of the other. if either patty attempts to make an assignment without such consent, that party sliall nevertheless retrain legally responsible for all obligations under the Contract. § 131.2 Tile Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, iftlie lender assumes the Oivtici's rights apd obligations under the Contract Documents. The Contractor shall execute all consents reasonably reduired to facilitate the assignment, Init. AIA Doeurnent A201e .- 2017. Copyrlghl $r 1911, i915,1916. 1925, 1937, 1951, 19m, 1g61, 1963, 1966, 1970,1976;1987. 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects; -AIA." the AIA Logo, "A201,".and "AIA Contract Documents" are 3� reg;stered traderna*u end may not ba used without permission. This document was produced by AIA software at 17:36:35 ET.on 10M612020 under Order No.9143827137 which expires on 01291202 1, is not for resale, is tlaensed for one-time use only, and may only be used in accordance with the AIA Contract Dawrnentse Terms of Service, To repart copyright violations, e-mail copydght@ala.org. User tVolos: (1097807170) • § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties; obligations, rights, and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or.duty afforded them under the Contract, nor shall such action or failure to act constiaille approval of or acquiescence bin breach thereunder, except as maybe specifically agreed upon in -writing: § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes,.ntles,, and regulations or Iawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceplable to the Owner; or with the appropriate public authority, raid the Owner shall bear all related costs of tests, inspections, and approvals. The Contfitctor shall dive the Architect timely notice of when and where teswarid in.spections'iire to be: made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until. after bids are received or negotiations concluded. The'Owner shall ditvectly arrange and pay for tests,. inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2Ifthe Architect, Owner, or public authorities Having jurisdiction determine that�portions'ofthe Work requite additional testing, inspection, or approval not included under Section 13.4.1, the Architect will, upon writinn authorization from the Owner, instruct the Contractor to make arrangements for Such additional testing, inspection, or approval, by an entity acceptable tq the Owner, and the Contiactor.shall.giviS tnrely notice.ta the Architect of when and where tests and inspections are to be made so that the Ai6itec(may be present -for such procedures.. Such costs, except. as provided in Section 13.4.3, slialt be at the. Owner's expense. § 13.4.3 if procedtue& for testing, inspection, or approval. tinder Sections 1.4. (and 13.4.2 tcvesi failure of the portions of the'Work to comply with .requirements established bythe Contract Documents, all costs made necessary by such failure, including those of repeated'proccdures and compensation for the At-chitect's'scivices and expofises, s 11 be at the Contractor's expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.4.5If. the Architect is to observe tests, inspections; or approvals required by the Contractbocuments, the Architect will do so promptly and, where practicable, of the normal }dace of testing, § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be trade promptly to avoid unreasonable delay in the Work. § 13.5 Interest Ppytttcnts due and unpaid under the Contract Documents shall bear interestfrom the date payment is due at the rate the parties agree upon in writing or, in the absence thcrcof, at the legal rate: prevailing from time to time at the place where the Project is located. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 1f, through no act or fault of the Contractor; a 51!bconlractor, a Sub�subcontractor, or their agents or employees, the Work is stopped for a period of more than 90 consecutive days by Owner or issuance of an order of a court or other Public (Paragraphs deleted) authority, or because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9A.1, or because the.Owner has not made payment on a • Certificate for Payment within the time stated in the Contract Documents, then the Contractor may, upon seven days' written notice to Owner, and provided that Owner or Architect do not remedy such. suspension or failure within that tort, AIA Oocumont Aa010— 2017. Copydght � t 911, 1915, 1fd18, 19Y5 1937. 1951, 195B. VS61, i963, 1956,197D. 1976, 1897.19VT 2007 and 2017 by The American Institute of Architects. All rights reserved, The "Anrorican fnMtllure of Architecl,." "AIA; tha AIA Logo. 'A201; 0ii j `AtA Contract Domvients" arc �� rogistarud tradernarits and rosy riot be used without permlvkon. This document was produced by AIA software at 17:36:36 ET an 1010iV2020 under Order 1 ko,9143827137 which expires an D9j2912021, is not for rosafe, is licensed for one-time us4 only, and may only bo used in accordermm %1(h the AIA Contract Oowmenle Terms of Service. To feport copyright violations, e-mail copyright@ala.org. User Notes. (1097807170) •I timc. elect to suspend the Work until payment of all such amounts due Contractor, including interest thereop, or 1 terminate the Contract and recover from Owner payment on the same terms as provided in Section 14.4:3 (Patrrg, aphs deleted) § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or falls to supply enough property skilled workers or proper materials; .2 rails to make payment to Subcontractors or suppliers in accordance with the respective agreements belween the Contractor and the Subcbmr:ictors or. Suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders ofa,public authority; .4 persistently fails to perform the Work in accordance with the Contract Documents; or .5 otherwise is guilty ofsubstantial breach of it provision.ot flic.contract Documents, § 14.2.2 When any of the reasons described in Section 14.2.1 .exist, the Owner inay, without -prejudice to any ether rights or remedies of the Owner and after Siving the Contractor and.tile Contractor's surety, if any, seven days' notice, terminate-etnployment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude .the Conn�ctorfrotn the site and take possession of all materials, equipmcnt, tools, and constriction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts -pursuant to Section 5.4, and .3 'Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall Furnish to the Contractor'a detailed accounting orthe costs lncurred lay tlt® Owner in finishing the Work. 14.2.3 When the Owner terminates the Contract Car one, of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until, the Work is -finished, • § 14.14 -if lire unpaid balance of the Contract Sum exceeds costs of f nishing tlic Work, including compensation for the Architect's services and expenses matte necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shalt be paid to the.Corltractor, If such costs and damages exceed the unpaid balance, the Contractor shA pay -the difference to. the Owner. The obligatit?n to pay the amount to be paid to the Contractor or Owner, as the case may be, shall survive terntination..of the Contract, § 14.2.5 Where Contractor's servi= have been so terminated 6y Owner, the termination will not affect any r'igltts or remedies of Owner against Contractor then existing or that may thereafter accrue. Arty retention or.paymont of monies due Contractor by Owner will not release Contractor from. liability. § 14.3 Suspension by the Owner for Convenience § 14.31 The Owner may, at any tithe And without.cause, order the Contractor in )writing to suspend, delay or interrupt the Work, in wholo or in part, for a period of not more than Hillery days by notice in writing to Contractor, which will fix the date on which Work will be restnned. Contractor shall, restutte,tl a 1Vot-k oft the date sd fixed. § 14.3.2 2 Contractor shall be allowed an adjustment in the Contract Sum or an extension of the Contract Tunes,, or both, directly attributable to any such suspension under Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the -Contractor is responsible' or .2 that an equitable adjustment is made or denied under another provision ofthc Contract. § 14.4 Termination by the Owner For Convenience § 14A.1 T'ho Owner may, at any time, without cause and without prejudice to any other right or remedy of Owner, elect to terminate the Contract for the Owncr's convenience. § 14.4.2 Upon receipt of notice from the Owner of such termination for theOwnor's convenience, Cite Contractor shall 1 Cease operations as dirccted by the Owner in the notice; • .2 take actions necessary, or that the Owner play direct, for the protection acid preservation of the Work; and tall. AIA nocumant A201°— 20.17, Copyright 01911,1915, 1919, 1925, 1937. 1951, 1956, 1961, 1963.1966,1970,1976,1987,1997, 2007 and 2017 byThe American tnstitute of Architects. All fights reserved. Tire "American insiltule of Architimis,' "AfA: rhu AIA Logo, 'A3o 1," and 'AIA Contract taocimttints," ara 3a regietvred trademarks; and may not be used +without perrtiissioo. This document was produced by AlA software at 17:35:35 ET on 1of0612020 under Order i No.9143027137 which expires on o9129M21, is nut for resole, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Oocumentsa Terms of Service. To report copyright violalians, e-mail copyrfghlgaia.org, User Notes: (1097807170) .3 except for Work directed to be performed prior to the effective date of termination stated in tine notice, terminate all existing subcontracts and'purchase orders and enter into no further subcontracts and purchase orders. § 14A.3.1n case of such termination for the Owner's convenience, the 'Contrxctor shall be paid as follows: ,1 for completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such completed arid acceptable Work; .2 for expenses sustained prior to the effective date.of termination in performing services and furnishing Inbor;-materials or equipment as required by the Contract Documents in connection with completed Work, plus fair and reasonable sums .for overhead and profit on such expr:nStm,`- .3 for all claims, costs, losses and damages incurred in settlement of terminated contracts with. Subcontractors, Suppliers and others; .4 for reasonable expenses directly attributable to tcriliination:;,add .5 A termination fm in ah amount equal to 2%.ofthe co-storany unpertormed Fork as of the date"of termination. Contractor shall not bo paid on account of loss of anticipated prof is or revenue or -other economic loss arising out of or resulting from such termination, any unearned profit or revenue on the unperformed portion of the work other than such amount as specified in § 14.4.3.5, or any other type of consequential damages. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A.Claim is a demand or assertion by one of the parties seeking, as a ratter of right; payment of money, a change in -tile Contract Time, or other relief with respect to the terms_of the Contract: The'lerm "Claim" also:.includes other disputes and matters in question between the Owner and Contractor arising out oforrelating to the Contract: The msponsibilify to substantiate Claims shall rest with the party making the Claim, This Section 15.1.1 .dory not require the Own& to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15A.2 Time Limits on Claims The Owner and Contractor shall eomtnericc all Claims and causes of action against the other and Wising out of or related to the Contract, whether in contract, tort, breach Of warranty or otheMise, in accordance with the requirements ofthe binding dispute resolution method selected in the Agreement and within the period specified by applicable law.,. The Owner and Contractor waive all Claims and causes of action not commence_ d in accordance with this Section 15.1..2. § 15,13 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to.tlle Claire is first discovered prior to expiration of the period for colTection ofthe Work sei forth in Section 12.2.2, shalt be initiated by notice to the other.parly with a copy sent to the Architect,:'Clainis by either party under this Section 15.1:3.1 shall be initiated within 21 days after occurrence of the everts giving rise to such. Claim or widiin 21 days after the claimant first recognizes the condition giving rise to the Clai irri, lvhichcver is later. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition givitig rise to the Claim is first discovered afer expiration of thc.period for coITCCtian Of the Work set forth in Section 12,2,2, shall be initiated by notice to the other panty., § 15.1.4 Continuing -Contract Perfommance § 15.1.4A Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section .9.1 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract .Documents, § 15.1.4.2 The Contract Sum and Contract -Time shall be adjustrd .in accordance with the direction provided by the . Owner, subject to the right of either party to proceed in accordance with this Article 15. The Architect wilt issue Certificates for Payment in accordance with the direction provided by the Owner. trltk AIA Document A201w-2017. Copyright* 1911. 1915, 1918. 1925. 1937, 1951. 1058, 1961, 1903, 1966, 1970, 1975, 1987, 1997, 2007 and 2017 by The American Insillute of Architects. AN rights reserved. The American Insikule of Arehflecis.^ "A!A' the AIA Logo, "AR01,' anti'AjA Con€rcv Documents' are $9 registered trademprim and may not be used without permissloti. This document was produced by AIA software at 17:38:35 ET on 101061202o under Order r No.9143827137 which expires on 0912912021, is not for rasa€e, is licensed for cna-tlmo use only, and may oniy bn used In accordance with the AIA. Contract Oumment6n Terms of Service. To report copyright viota€ions. e-mail copyright@ala.org. User Notes: (1097807170) § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase ill the Contract Suns, notice as provided in Section 15.13 shall be given bAre proceeding to execute the portion of the Work iliac is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase iri: the Contract Th ie, notice as lrovided in Section 15:1.3 shall be given. The Contractor's Claiin shall include An estimate of cost acid of probable effect oFdelay on progress 6fdte Work. In tine case of a continuing delay, only one Claim is necessary. § 15.1.6.21funantieipated adverse weather conditions in excess of the Weather Day Allowancc.for the Project as specified in Section 2.3.2.7 of the Contract are the basis fat. a Claim th additional time, such Claim shall be documented by CPM schedule analysis substantiating that adverse weather conditions impacted a critical path construction activity in excess of the Weather.DFry Allowance for the Project § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Clairns against each other for conscqucntial damagcs arising out of or relating to this Conn•act. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputalion,aridfor lossoft anagcmentoremployeeproductivityoroftheservicesofsuch persons; and .2 damages incurred.by the'Contractor for principal office expenses including the compensation of personnel stationed there, for `losses of financing, business;and reputation, and for loss o f profit, except anticipated profit arising directly -front the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either parry's termination in accgrdance.with Arlicle 14. Nothing contained in this Section 15.1.7 shall, be deemed to preclude assessment of liquidated damages, when applicable, to accordance ►vith.the requirements.of the ContractDoWinent5. § 15.2 Direct Discussions § 16.2.1 if the parties cannot resolve it claitli relating to or arisiiig out of this Agreement, the parties shall endeavor to reach resolution through -good faith direct_ discussions between the parties' representatives, who shall possess the necessary authority to resolve such claim and who shall record the date of first discussion. If the parties' representatives are not able to resolve such claim within five (5) business day-, after the date of first discussion. the parties' representatives shall immediately inform senior executives in writing that resolution was not achieved. Upon receipt of such notice, senior executives of life parties shall meet within five (5) business days to endeavor to rcacli resolution, if the dispute itmains unresolved aflcr fifteen (15) business days from tile date of fli-st discussion, "the parties shall submit such matter to the dispute mitigalion and dispute resolution,procedures selected herein.. (Parag, 717hs dakled) § 15.2.7 in the event of a Mini against the Contractor, tite Owner inay, but is not obligated to, notify the Surety; if pity, of the nature and amount of. die Claim. If the Claim relates to a possibility of a Contractor's default, cite Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If Claim relates to or is the subject of a mechanic's lien., the party asserting such Clain may proceed in accordance with applicablc late to comply with ilia lien notice or filing deadlines. § 15.3 Medialion § -15.3.1 Claims, disputes, or other matters incontroversyarising out oror related to the Contract, except those waived as provided for in Sections 9.10.4, 9.1.0.5, and 15.13, shall be subject to mediation as a condition precedent to binding dispute resolution. § M3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties inutually agree otherwise, shall be administered by theAlnerican Arbitration Association in accordance with its curment Construction industry Mediation Procedures 40in effect on the datc.of the request for iediation A request fair mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. Intl AiA Document A201a- 201i. Copyrlghi C 1911,1915, 1918, 1925, 1937, 1951,1958,1961, 1963, 1966,1970, 1976,1"7, 1997,.2007 and 2017 by The American lnstituto of Arcltilocts. All rights reserved. The'Anaurlcan Instilett+ of Aichitiicls,"ntA;' the AJA loge,'AM ", and'AlA Conlrrict RocrrLnenls die 40 registered, trademarks and ruPy not bo uscd without l*rrnisslon. Tills document was produced bIt AIA soilwaro at 17;36;35 ET on 101=2020 under order No.9143827137 which expires on 09l2912021, is not for resale. Is licensed for one-time Lisa only, and may only be used In eccordance with the AIA Contract Dosumeritall Terms of Sanvlcm.'ro repair capyrlght violations, email copydghQala.org. User Notes: (1097807.170) • The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution'proceedings;.which shall be stayed pending mediation for a'period of 60 days front the date "of filing, unlm' -stayed :fora longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a sclicdulc for later proceedings. • § 15.3.3 Eithcr patty may, within 30 days from die date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute ry oluti.on. if such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their tights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the aicaiator's fee and any filing fees equally. The mediation sltall be held in the place where the Project is located, unless another location "is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agrcements in any court having jutisdiction thereof, The parties hereto shall and they hereby do waive trial by jury in any action, proceeding orcounterelaim brought by either of tl>e parties hereto against the other on any matters whatsoever arising but of or in anyway connected with this agreement; or for the enforcement of any remedy under any statute, emergency or otherwise.' (Parag)-aphs delered) Init. AIA Document A2010 — 2017: Copyright 4s 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961,1963. 1966. 1970, 1976, 1987. 1997, 2007 and 2017 $y The American Institute of Architects. All rights reserved. The 'American institute o! Arclrilcats." "A1h," Ihs AIALago.'"A20V and WA Contraet Documenle are 41 registered Iredemarks end may not be used wilhout permission. This documentwas produced by AIA software a1 17;36,3S ET on 10106=20 under Order f F46.9143827137 which expires on 0912912021, is not for resale, is licensed for one-time use only, and may only be used in accordance wilh the AEA Contrsol Documents° Terms of Service. To report copyright violations, e-mail oopyright@ala.org. User Notes, (10978p7170) AIA Document A133 - 2009 Exhibit A Guaranteed Maximum Price Amendment for the following PROJECT: (Nance and address or location) Firestone Town Hall Addition & Remodel ADDITIONS AND DELETIONS: The author of this document has 15,1 Grout Ave. added. information needed for its Firestone, CO $0520 completion. The author may also have revised the text of the original THE OWNER: (Nairre, legal stcrtiis it{rd atlydress) AIA standard form. An Additions arfd Deletions Report that notes added information as well as revisions to the Firestone Town Hall standard form text is available from 151 Grant Ave. the a.ulihor end shoutd be reviewed. A Firestone, CO $0520 vertical line in the left margin of this document lridicates when the authdi THE CONSTRUCTION MANAGER.' has added necessary Information (Name, :legal status and addre,es) and where the author has added to or deleted.from the original AiA taxi. Fransen Pittman Construction Co.-, Inc. Tills documeril hips important legal 9563 S. Kingston Ct. Englewood, GO $0l 12 consequences, Consultatlan_with an attorney Is encouraged with respect ARTICLE A.1 to its completion or modification, § AAA Guaranteed Maximum Price AiA Document A2017m-2007, Purstlall'tto ;Section 2.2,6 of the Agreement, the Ownerrind Construction Maliager liereby General Coriditions of the Contract amchd the Agreement to establish a Guaritntccd Maxinntm Price: As agreed by the ()weer for Construction, is adopted in this and Construction Manager, the Gttarltnleed Maximum Price is an ain.otint that the Contract document by reference. Do not use Sum shall not exceed. The Contract Sum consists of the Construction Manager's Fee plus with other gaiters! conditions unless the Cost or the Work, us that term is defined in Article f of this Agreement. this document is modified, § AAAA A The Contract Sutn is guurat teed. by the Corlstructidn Manager not.to exceed Six Million Five Hundred Nine Tliousand Three. Hundred Ninety Rollers and Zeta Cents (S6,509,300.00), subject to additions and deductions by Change Order as provided fit the Contract Documents. § A.1.1.21teinlzed Statement of the Guaranteed Maximum Price. Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, allowances, contingencies, alternates,, the Construction Manager's Fee, and other items that comprise the Guaranteed. Maxi6iutit Price: (Pivvide below or reference an altachment.) Refer to Exhibit F - Estimate § A.1.113 The Guaranteed Maximum Pace is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (Scare the numbers ot, other trlenfUlcalion of accepted alte)-nates, if the Contract Documents Pei-inh the Owner to accept other alleiwates subsequant to the execution of this Rntendment, attach a schedule of suclr other alteinettes showing the amount for each and the dale when the arnnfnit eeprres.) Refer to Exhibit G �- Alternates tnit. AIA Document A133' —2009 Exhibit A. Copyright 0190. 2003 and 2009 by The Aineriran Institute of Architects. All rights reserved, The "Arnorloan Irrstltute of Architecs," `AIA." The AIR Logo, and "AIA Contract Dac uments' are registered trademarks end may not hF3 risnd wtthaut'perrr+ission. This document was produced by AIA softwnrc at 13MAB ET on 10M1*020 under Order No.9143827137 which empires on 09i29f2021, Is not for resat, Is licensed for one -lime dse only, and t may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1482119471) 0I • ,, s � d F'1 � f 1, l• F f � § A.1.1.4 Allowances included in the Guaranteed Maximum Price, if any: '' '"'�'ti (Identify allowairce and state &e1ti io4s: if arty, fi-ow file allowance pr f Item price ($0.00) Wear to Exhibit K- Allowances w r + c t r § A.1.1.5 Assumptions, if any, on which the Guaranteed Maximum Price is lased: Refer to Exhibit.l - Clarifications § A,1.1.6 The Guaranteed-Maxirtiuni Price is based upon the following Sul)plementary and other Conditions of the Contract: Document Title NIA Date § A.1.1.7 The Guaranteed Maximtitri Price is based upon the following Specifications: (Either list the 5pectcatlons here, oi- refer to all exhibit attached to fills Agreement) Refer to Exhibit .E.- Drawings & Spec s Section Title Date § A.1.1.8 The Guaranteed Ma)thzium. Price is based upon the following Drawings; (Either lis0he.Drawiugs here, or refer to r'ra exhiM attached to this Agreement.) Refer to Exhibit E — Drawings & Specs Number Title Date Pages Pages § A.1.1.9 The Guaranteed Maximum Price is based upon .the following other documents -and information: (List miy other docurrre►rts or irrforrriatiIan here, or refer to an o_rhibit attached to [Iris Agreement.) Base Contract Agreement—AIA Doctinlen't A133-2000 ( as.tttodiftcd) A201-2407 General. Conditions Exhibit A - A133 GMP Amendment Exhibit B — Insurance,and Bonds Exhibit C--Standard Tool and Equipment Rental Pricing List Exhibit D — Labor Rates Exhibit E — Drawing and Specs index Exhibit C GMP Estimate Exhibit G — Alternates Exhibit H — Construction Schedule Exhibit I — Clarifications Exhibit J — Subcontractor Bid Tab Summary Exhibit K - Allowances ARTICLE A.2 § A.2,1 The anticipated date of Substantial. Completion established by this Amendment: Refer to Exhibit H - Schedule Init. AIA Document A133"— 2009 Exhibit A. Copyright O J991, 2003 and 2009 by The American institute of Architects. All rights reserved. The "Agterfcau Institute of Architects,' •AIA,' the AIA Logo, and WA Gontrecl Voeumanis` are registered trademarks and may not be used without permission. This document wes produced 2 by AIA software at 13:59:48 ET on 10/0812020 undei Order No.9143827137 which expires on 0912912021, Is not far resale. is licensed tar one -lima use only, and f may only be used in accorrfance with the AIA Conlract Ommente Terms of Serolce. To report copyright violations, e•mall copyright@aia.org. User Notes: (14821119471) � 0 % TON. OWNER aignOM1. J J C I U ID ANAQER (Signafnre) o1Db� '► �.1c r �... . Q4 r . (Praised nrrnie mid lisle) UN�' rinsed lrrrnre Init. AIA baoumerd A133"— 2009 Exhllsit A. Copyright'P 1991, 2003 and 2009 by The Arnertrm Inslilule of Architects. All rights reserved. Tire "ArnwIcan Ins€huts 61 Any hiteeg;,—Atk" the AIA Logo, and tiadQTiarks and msiy not he rised Whh4lrl tfa.'fti¢�3ian, This document was produced 3 tby AIA'sollvjam at 13!59,.48 ET on 1010661MO under Order No.9143827137 which oxplres on 09t23r2021, is not for resate, Is licensed for one-time use only, and 1 may only tie used In accordance wilh the Al_A Contract OowmentO Terms or Service. To report copyright violations, e-mail copyright@aia.arg. User Notes: (1482119471) 0 1@..wA1A Document Al U2 - 2017 Exhibit B Insurance and Bonds This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the j Contractor, dated the 14th day of October in. the year 2020 jlrr words, indicate dqv, inolilii and.Year.) ADDITIONS AND DELETIONS. for the following PROJECT: The.autharor this document has added information needed for its added (NarJlB CNtd lOCalirjtr or address) The author`may olio have revised the text of the original Firestone Town li..all Addition 84 Remodel AIA standard form. An Addltlans and 151 Grant Ave. Deletions lieport that notes added Firestone, CO 80520 Informati6n as wait as revisions to the standard form text is available from THE OWNER., the author and should be reviewed. A' (Nance, legal slaltis and address) vertical tine in the leN margin of this daqument indirates'whore the auth_Qi' Firestone Town Hall has added necessary information 151 Grant Ave. and where.the author• has added to or Firestone, CO 80520 deleted from the original AIA text. THE CONTRACTOR - Ttils document has Important legal (Name,(Name,, legal slants and dddi ass) consequences. ConsuttaUon with en attor•noyi5 enroursged with respect' to its completion,, or modification. Fmnsen Pittman Construction Co.; Inc. ' 9563 S. Kingston Ct, This dxiimenl_is intended t8 be used Englewood, CO 80112 in conjunctiorcwith AIA Document A201 Ter — 2di 7; General Conditions of TABLE OF ARTICLES the Contract for Construction. Article 11 of A211 TY40IT contains A.1 GENERALadditional insurance provisions. Al OWNER'S INSURANCE A.3 CONTRACTOR'S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Coutmetor shall purchase and inaintairl insurance, and provide bonds, as set forth in iliis Exhibit.. As used in this Exhibit, the term General Conditions refers to AIA Document A201T`t-2017, General Conditions of the Contract for Construction or Prime Contract as applicable. ARTICLE A.2 OWNER'S INSURANCE § A:2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A,2 and, upon the Contractor's request, provide n copy of the property insurance policy or policies required by Section A.2.3. The copy ofthe policy or policies provided Shall contain all applicable conditions, definitions, exclusions, and endorsements. Init. AIA Document A102'- 2017 Exhibit A. Copy) ght Q 2017 by The American Institute of Arddfects, AN righis reserved, The Amedcan lnstltuto nfArchltccts `•'AIA,' Ilxe AIA L9go, and'A!A Canlraaf 9orurtsenls' Bra registered (redeniarhs and may not ba used withput pomllssion. This document was produced by AIA software at i 5:55.11 ET an 10107/2020 under Order Nn.9143627137 which expires Qn 09IM2021, is not for rosolo, Is Iloonsod for ono -time use only, and may only be used 1n 1 accordance with the AIA Contract Dacumentse Terms of Service. To repart copyright violations, e-mail onpyright@aia.arg. User Notes: (1284664533) • § A.2.2 Liability Insurance The Owner'shall be responsible for purchasingan.d'ntaintaining the Oivne,i`s nsuot general liability insurance. § A.2,3 RequlrW Property Insurance § A.2.3.1 The obligation is placed on the Contractor pursuant to Section A.3.3.2. I to purehasc,andmaintain, rrom an insurance company or insurance companies lawfully authorised to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk "till -risks" completed value or equivalent policy form; and sufficient to cover tile total. value of 01c eritirc Project on a replacement cost basis, The Contractor's:property insurance coverage_ shall be no less than the amount of the initial Contract Suttt; plus tiie value of subsequent Modirications and labor performed and materials or equipnment.supplicd by others. The property insurance.sltall be maintained until Substantial Completion, uniess otherwise provided in the Contract Documc►its of otherwise agreed in, writing; by the parties to this Agrecithent. This insurance shall include the interests of the Owner, Contractor, Suppliers, Subcontractors, and Sub�stibcontractors in the Project as insureds. This insurance shall include the interests of mnartgagees as their interests may appear. § A.2.3.1.1 Causes of Lon. The insurance required by this Section A.2.3.1 shall provide coverage rnr direct physieal loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, ot• windslorm, The insurance shall also provide coverage -far ensuing loss or resulting damage from workmanship, or materials. Stib-limits, ifany, are is follows aadsubject to the terms of the policy: (hrdicale below the cause pf loss and anY appliccble sab-lindt.) Causes of Lass M-Limit' Plood (subject to zone limitations) $500,000 Earthquake $500,000 § A,2,3.1-2.Specific Required Coverages. The insurance required by this Section X2.3:1,shall provide coverage for • loss or damage to falsi:work and other ti:mp. r•ary sCructures, and to building; syst�ttts,from testing and starttrp..The insurance shall also cover debris removal, including dentolitioil occasiofied by;cttforccnment of any applicable legal requirements, and reasonable compensation for the Architect'send Contractor's services and=pcilses required as a result of such insured loss, including; claim preparation expenses. Sub -limits, if any, are as follows and subject to the terms of the policy: (lndicalehelaw type of coverage and a►jv applicable .mb-limit fir specific required care/ ages.) Coverage -Sub-Limit Soft Cost: $500,000 Debiis Removal $250,000 Demolition .$250,00.0 § A:2.3.1.3 Unless the parties agree othernise, upon Substantial Completion, the Owner shall replace the insurance policy required under Section A.2.3.1. with prnperryinsurance written for the total value of the Project that Shall rcniain in effect until expiration of the period for correction of the Work set forth in Section .12.2.2 of the General Conditions, § A.211.4 Deductibles and Self Insured Retentions. If the insurance required, by this Section A.2.3 is subject to deductibles or self insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions, Coverage Deductible Flood and Earthquake $25,000 Snow and Ice $10,000 All other perils $2,500 § A.2,32 Occupancy or Use Prior to Substantial Completion. The Owner's occupancy or use of any completed or .partially completed portion of the Work prior to Substantial Commpletion shall not commence until the insurance • company or companies providing; the insurance under Section A.2.3.1 havc consented iit writing to the continuance of Init. AIA Document Al U2' - 2817 Exhibit A. Copyri WD 2017 by The American Institute of Architects. All rights rexserved. Tlxt "Arnadcan Institute of Arghitocts,' "AIA," 1ha AIA Logo, and "AIA Contrucl Docunitnts- aro regislered hadentafka and may not be used without permissian. This document was produced by AfA software at 16.55:11 ET on 1EV07/202D under order No.9143827137 which expires on tr912912021, is not for resale, is licensed for one -tine use only; avid may only be used in / eccordanco with the-AIA Contract DocumenIO-Terms of Soryieo. 7o report copyrtght vrotatlons, a -mall oopyrtght@als.org. Uaer Notes: t1294W533j • coverage. The Owner and the Contractor shall take no action with respect to partial occupancy car uie that would'causc cancellation, lapse, or reduction of insurance, unless they agree.othenvise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an ciisting stnictum nr constructing an addition to an existing structure, the Oivner shall purchase and maintain, until the expiration of the period for correction of Work.as set forth in Section 12.2.2 of the General Conditions_, "all-risks".property insurance, on a replacement cast basis, protecting the existing structure against direct physical inns or damage frplir the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work.'The Ownce shall be responsible for all coinsurance penalties. The existing structure must be occupied during construction by the Owner. if the structure is vacant, the Contractor shall be responsible to provide existing structure coverage until the Project is completed. § A.2.4 Optional Extended Property Insurance.. The Contractor, as indicated bciow, shall purchase and maintain theinsurance sclectcd.and described below. (Select the types of insurance the owner or Conwaclor ts.required to purchase and maintuiit by placing mr gill the bov(c s) new to the descrlplion (s) of selected insurance. Foreach. n pe of insurance selected, indicate applicable !+nulls er of coverage anothconditions in rile fill point bel&v the selected ifeni.) [ ] § A.2.4.1 Loss of Ilse, Bus].nesa Interruption, and Delay in, Cornpletion Insurance, to reimburse the Owner for loss of use of the Owner's property, or the inability to'conduct normal operations due to a covered cause of loss. [ X § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the inininlum requirements of the enforcemcnt of atiy:law or ordinance regulating the demolition, construction; • repair, replacement or use 6f the Project. Contractor shall py'reh"' v, this coverage as part of the policy required in Article A.2.3.1. [ X ] § A.2.4.3 Expediting Cost Insurance, for the reasonable acid necessary costs for the temporary repair of damage to insured property, and to oxpedite the permanent repair or replacement of ncc damaged property. Contractor shall purchase this coverage as part of the policy required an Article A..2J, 1. [ § A.14.4.Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess f re costs incurred during the period ostoration or rcpair.of the damaged property that arc over and above the total costs that would normally have been incurred during fire sainc period of time had no loss or danrage occurred, [ ] § A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. [ ] § A.2.4.6 ItigresslEgress Insurance, for loss due id tine necessary interruption of the insured's business due to physical prevention of ingress to, or.cgress from, the Project as a direct result of physical damage. [ X ] § A.2.41 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the IML A1A Documont A102"-2017 Exhibit A. CopyrlghtQ 2017 by The American Institute of Arrdiltecls. All rights reserved. The'Amcdcan InsGluto of Architeds,-AiA,' the MA logo, and "A!A Contract Mcumerns ere reglstered,trndenhadtis.and,may nut ¢a used without pernflssign. This document was praduce_d by AIA software at 16:65:11 ET on 100712020 under Order No.9143827137 which aspires on 0812912021, is Pal for resale, Is licensed for one-time use only, and may only be used in i rarcorden6e with the AEA Conlraot MaimentO Terms of Service. To import copyright violations, e4nall copyright(Mata.org. user Notes: 512946845331 • Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the constrtrction,. repairs, or reconstruction; mud carrying costs such as. property taxes, building permits, additional interest oil loans, realty taxes, and insurance premiums over and above normal expenses. Contractor shall purchase this coverage as pail of the policy required in Article A.2:3.1. § X2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. (Select the 6pes of ifistu•ance the Oivrler,is required to purchase and mahimin h)- ph ciug an X itr the boxer) licit la rfre ifescriptiolt(s) ofselecled hisin-e nice.) [ ] § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy preach, including costs of investigating a -potential or actual preach of confidential or private information. (Indicate, appficable'lindis of coverage or other• Conditions ill the fill pair befou-) [ ] § A.2,5.2 Other Insurance (L.ist.below any older htu wwyce coverage to he provided bt'Nie Otutter cord any applicable lhnils j Coverage �--•____ _ ARTICLE A.3 CONTRACTOR'S INSURANCE AND BONDS . § A 31 General § A M.1 Certificates of Insurance. The. Contractor shall provide certificates of insurance acceptable to the Owner evidencingcompliance with the requirements in this Article A.3 at the following di nec: (I) prior to connmeticementof the Work; (2) upon renewal or replacement of each required,poli> y of insurance; and (3) upon the Owne►�'s written request. An additional certificate evidencing; continuation of commercial liability coverage, including coverage for completed operations, shall be; submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and -Section A,3.3.1. The certificates Will show the Owr,ler as an additional. insured on the.Colttractor's Contmercial;Gefteral Liability anci excess or umbrella liability policy or policies. § A.3.t2 t7eductibles and Self-ttisured Retentions. The Conttaetor shall disclose to the Owner any deductible or sclf- insured retentions applicable to any insurance required to be provided by the Contractor in excess oftwcnty-live thousand and 00/100 dollars ($25,000), § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect, and the Architect's consultants as ,additional 'insureds for'claiinis caused in whole or in part by the Contractor's negligent acts or omissions during the. Contractor's operationg and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts of omissions for which loss bccuns during completed operations. Thrr additional insured coverage shall be primary and non-contributory to any of:the Owner's general liability insurance policies and shall apply to both ongoing and completed op rations. Architect and its consultants are riame:d as additional insureds for Contractor's on -going operations only.. § A.3.2 Contractor's Required Insurance Coverage § X12.1 The Contractor, shal I purchase and maintain the following types and limits of insurance from an insurance company or:ins urance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance urtlil the expiration of the period for cbrrectioti of Work as sett forth in Section 12.2.2 of the General Conditions, wnless a different duration is stated below: wthe Conti -actor is required to inairrtrrin irrsitr atice f"r a duration other than the.eyriration of the period for correction of Work. state the chri-rrtiorr) fort. AIA Document A102" —201T Exhibit A. Copyright-r 2017 by The American Institute of Architects. AEI rights rese"d, The'.Am6ricttn Institute of Archltects,`°AfA; the AIA Loge, and "AIA Cnntrac3 Dor.uments" are reglstered trademarks and may nat he us6d without pemetssinn. This document was produced by AIA software at 16:55:11 ET on 10107t2020 under Order 14a.9143627137 which expires on 0912012021,16 not for resole; Is licensed for one -lime use only, and may only be used In 1 accordance with the AIA Contract Docurnent-0 Terms of Servlae. To report copyright violations, 0-mail copyright®als.6% User Notes: (1294IW533i • 2 years after Substantial Completion § A.3.2.2 Commercial General Liability § A,3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence fortnwith policy limits of not less than One Million dollars (S 1,000,000 ) cach occurrence, Two Million dollars (S S2,000,000 ) general aggregcte, and Two Milliori'dollars ($ 2,000,000 ) aggregate for products -completed operations hazard, providing cpvcriige for Claims including 1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any. person; 2 peesonal injury and advertising injury, .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor's indemnity obligations under.Section 3. IS of the .General Conditions, § A.3.2:2:2 The Contractor's Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the folldwing: .1 Claims by one itrsured against another insured, if the exclusion or restriction is based solely on'the fact that the claimant is an insured, and there would otherwise be coverage f6r the claim. .2 Claims for property, damage to the Contractor's Work arising out of the products -completed operations hazard where the damaged Work or the Work out o_ f which the damage Irises -was pei-forrnW by a Subcontractor. .3 Claims for bodily injury other than to einployces of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. • .5. Claims or loss excluded under a prior work endorsement or other sim lar excEusiona y language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential; multi -family, or other habitational prnjeciy, if the Work is to be perfortned on such a project, .8 Claims related to roofing, if the Work involves roofing. I 9 Clainls.l'clated to earth Wbsidcnee.•or movement, where the Work involves such hazards: .10 Claims related to explosion, collapse and underground hazards, where the NVodc involves such hazards. § A.3.2.3 Automobile Liability coveting vehicles, myned, and no" 'owned vchicics used,by the Contractor; with policy limits of not less than One Million dollars (S 1,000,000.00 ) per.accident, for*bodily injury, death of any person, and property datnage'arising out of tyie.ownership, maintenance -and use of those motor vehicles along with any other statutorily required autom6ilc coverage. § A.3.2.4 The Contractor may achievc the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess pr unlbit la lial'�ility insi ranee, prpvided such. primary anti excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3,2.2 and A.3.2:3, and in no event shall any excess or umbrella liability insurance provide harrower coverage -than the primarypolicy. The.excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying -insurers. § A.3,2.5 %Vorkers' Compensation at statutory limits. § A.3.2.6.Employers' Liability with policy limits not less than Five Hundred Thousand dollars (S 500,000 ) epeh accident, Five Hundred Thousand dollars ($ 500,000) each employee, and Five Hundred Thousand dollars (S 300,000 } policy limit. • § A.3.2.7 Jones Act, and the Longshor+e & Harbor Workers' Compensation Act, as required, if the Work involves hazards arising erom.work on or near navigable waterways, including vessels and docks Init. AIA OacumentAlo2"-29t7Exhibit A,Cupyrigh102o17byThe Ame-rtcanlnstituieotArchttects.A tights reserved, Tina'Awf-lcanlnsiltutoofArchitccts; A1A; the AIA Logo, and "AIA Contract DoeumenW are registered Inademarks and may rim he usad vditut permission, This document was produced by AM software at � 16:65:11 eT on 1e�o71 = under Order No.9143827137 which ehrplhes on tt9f2914t321. Is not for resatr . is licensed forone-Irmo use only, and may only be used in 1 accordance vrith the AIA Contract Opcuments° Terins of Service. To report copyright vWlluml, ¢-mall Copyright@aia.org_ User Notes; (1284684533) § A,3.2.8 If the Contractor is rciluircd to Rimish professional services as part of file Work, flit Contractor shall procure Professional Liability insurance covering perNmiance of the professional services, with policy limits of not less than Fivc Million dollars (S 5,000,000) per claint and Five Million dollars ($ 5;000,00 ) in the aggregate, § A.3.2.9 if file Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than Two Million dollar:; (S 2,000,000) per claim and Two Million dollars (S 2,000.000) in the'aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability iasura►ice policy; with eptirbined policy limits of not less'than NIA ($ N/A ) per claim and NIA ($ NIA ] in the aggregate. § A3.24.1 insurance .for marititste liability risks assaciatcd with the operation ofa vessel, if the Work requires such activities, with policy limits of not less than NIA ($ N/A ) per claim and NIA ($ N/A ) in'the aggregate. § A.3.2,12 Insurance for the use of, operation of manned or unmanned aircraft; if tfic Work requires such activitics, with policy limits of not less than One Million dol€arg (S 1,000,000 ) per• claim and One Million.d.ollars (S 1,000.000 ) in the aggregate. § A.3.3 Ccintractoes Other Insurance Coverage § A.311 Instrance sclected and described in this Section A.3.3 shall be purchased from all insurance company or insurance companies lawfully authorized to issue insurance in tilt jurisdiction .where the Project is located. `i°hc Contractor shall maintain the required insurance until the expir-dtion of the period for correction of Work as set forth in Section 12.2.2 of the General (711r+wgraphs deleted) Conditions. § A.3.3.2 `fine Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of hovorunce fire Coati ircror is requined io pnrchdm and maloitam" 6)1.plucrag rlii X hl Me boy(es) next to the desctrpflon(s) oJ'selerted insurance Where pollcv Hod IF are provided, include 1he pollcv.lin:it fN the appropriatefrll poirrt.) x ] § A,3.3.2.1 Property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3,3.2.1, relieves the Owner of the responsibilit.y to purchase and maintain such.itisurance except- insurance required by Section A,2,3.1.3 and Section A.2.3:3. The Contractor shall comply with all obligations of the Owner.under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount ofany deductible, And the Owner shall be responsible for losses within the deductible. Upon reddest, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Contractor shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the pinperty insurance in accordance with Article I i of the Gcricral (Paragraphs deleted) Conditions. ] § A.3.3.2,2 Rallroad Protective Liability Insurance, with policy limits of not less than NIA (S N!A) per claim Arid NIA ($ N/A ) in. the aggregate, for Work within fifty (50) feet of railroad property. f ] § A,3.3,2,3 Asbestos Abatement Liability Insurance, with policy liniits of not less than N/A (S NIA) per claim and NiA (S NIA ) in the aggregatcJor liability arising froni the encapsulation, removal, handling, storage, transportation,'and disposal of asbestos -containing materials. [ ,X ] § A13.2.4 Insurance for physical darrlagc to property while it is in stuntge and 'in transit to the construction site on an "all-risks" completed value form. Init, AIADotumentA108"-2017EililtA.Copyright02017by'rhoAmerIcenInstituteofM:hllecls.Allrightsreserved.Thc AmerieonlnsttiulautArchileets,""AIA'; ilia AIA Logo, and "AIA Contmci bocurnenis" are registered trademarks and may not tits used without permission. This document was produced by AtA software at 15:55A I ET on 1010V2020 under Order 01o3143027137 which expires.on OBt292021, is not for resale. Is licensed for one-time use onty, and may only Le used in 1 accordance with the AAA Contract Qocumeills� Terms of 5ervira. To report copyright violations, a -mall copyright@aia,org. User Notes: (1294584533) • Coverage Sub -Limit Transit S1,000,000 Temporary Storage Lai�ations $1,000,0N [ ] § A.3.3.2.5 Property insurance on an "all-risks" completed value forth, covering property owned by the Cointractor and used on the Project, including scaffolding and other equipmetnt. • • [ X ] $ 'A.3.3.2.6 Olher Insurance (Lio belotv any aAter in;rrrtwime cnuerage to he p,ibvirled by the ronlractot, and any applicable limilc,) Coverage Limits mbrelltf$20,OOt1,001)/occurrence - Q1000,0091a89re8ata- A.3A Performance Bond and Payment Band The Contractor may provide surety bonds, #horn a company or companies lawfully autllorizcd to ,issuc surety bonds in the jurisdiction where the Project is located; (Acr rag r o p ii s -d e l e t ei!) for the Cantract-Sum. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special tetras and conditions that modify this hisarunce and Bonds Exhibit, ifapy, are a;: f'011o*�s: None. AIA Document A102e - 2017 Exhibit A. Copyright 02017 by The American Institute ofArchitects. AA rfghts reserved. The,"Anredcan Institute of Architecls," "AIA; Intl the AIA Lagb, and `WA Contract Wwmentg' bre repistereil trademarks and may not be used withoul permission, This document was produced by AIA sohwaro of 15 55:11 ET 4H 1010712020 undEr Order No.9143827137 which expires on 08J2912021, is not far resale, is licensed for one-time use only, and nary arity he used in l acowdance with the AIA Contract DocumentseTerms of Service, To report copyright violations. e-mail copymht®aia.org, user Notes: (1294684=) EXHIBIT C fRANSEN PITTMAN / DOUGLAS COUNTY EQUIPMENT (RELATED PARTY) STANDARD TOOL AND RENTAL EQUIPMENT PRICING LIST EquIFT! DeseHPtlon Bill Code _._._ `Monthly BRIinB Rats AIR SMAKER•25.90 LB 16 $ 785 AIR COMPS1114OSL•175.165CFM 1C $ 1,850 AIR COMPSR-DSL-375 CFM 10 $ 3,250 AiR MONITOR -GAS DETECTOR 82 $ 290 AIRLESS SPRAYER 83 $ 130 APPLIANCE DOLLY 1E $ 160 ARC WELDER 180,250 AMP-DS !F ART BOOM LIFT 30.34' 4WD 1G ; 3,675 ART BOOM LIFT 40-49' 4WD 1H $ 5,040 ART BOOM LIFT-60-64'-FWD It. $ S,50D ARr-W-B00M LIFT-80-89.4 19 S 9,165 50-55SPECIALTY BOOM SN 5 3.000 Boom Uft40'-49.DSL-4WD 7F $ 5,040 PUSH AROUND BOOM LIFT 5P 5 11000 STR SM LIFT IM126' 4WO 4M $ 16,800 STR BM LIFT 60.69' 4WODSL 4N $ 5,050 .TOW BOOM LIFT 33-50' PLAT 4V $ 2,790 BACKHOE-I4WD 12.15' W/CAB 1N $ 4,200 BACKHOE-41ND 7-W MINI 1Y $ 3,950 BARRIER CLAMP 7E, $ 706 BLOWER 51 $ 506 BODY HARNESS KIT 86 $ 275 BREAKER ATTACH HYD 10U0LB 2X $ 3,780 BREAKER ATTACK HYD LARGE Rl0 $ 6,600 BREAKERATTAC14MENT SMALL Q1 $ 2,074 9RICK/BLOCK SAW-ELEC-14" SP $ 945 BRUSH CUTTER.24' 6N $ 1.000 BUILDERS LEVEL 57 $ 375 BULLFLOAT 5F 5 250 CHAIN FALL; 2-TON, 66 S 350 CHAINSAW . GT $ 650 CLUB CAR GOLF CART GA $ 350 CNCRETE VIBRATPR•FLEC 1.3 2F $ 850 CNCRTE FLOOR GRINDER 1.2 ix $ 1,100 CNORTE MIXER-S.9 CU FT 2A $ 980 CNCRTE PLANE/SCARFR-GAS 26 $ 4,000 'CNCIITF PWR BUGGY-R/0-16 2C $ 1,6B0 CNCATESAW-SP/WD-GAS10.20 20 $ 1050 COMPACTION WHEEL 6F $ 70D COMPACTOR ATTACHMENT RlI $ 2,500 COMPRESSOR (LARGE TWIN) C3 $ 525 COMPRESSOR (PANCAKE) 6 $ 105 COMPRESSOR(SMALLTWIN) C5 $ 425 CONCRETE BUCKET 1W $ 750 C0NTAINER-20'-2S' 1A S 340 CORE DRILL W/STAND, ETC. KA $ BGS DATA VAULT R4 $ 330 DEMO SAW D4 $ 960 DEMOUTION HAMMER DS $ 970 DIGITAL TRANSIT no $ 375 DOOR HANGING CART D9 $ 350 DOORJAMB PROTECTORS P4 $ 50 DOOR SHIELD PROTECTORS P3 $ 50 DRILLPRESS SK $ 11000 DRYWALL DOLLY E2 $ 275 DUMP HOPPER (112 CY) E3 $ 500 ELECTFUCBREAKER 60-7SL8 21 $ 1,200 FAN =c36" E6 $ 40D FAN 36"a R8 S 700 10LB. FIRE EXTINGUISHER Al S 40 5 LB. FIRE EXTINGUISHER A3 $ 20 FLOOR BUFFER SH $ 650 FLOOR SCAO MR -AIR 5 HEAD 1K $ 3,SDD INOUS FORKLIFT-SK LB 38 $ 2,1130 FRKLFTATTCH;JIB 5S $ 450 FRKLFTATTCH;TRSHHOPPER 5T $ 050 REACH FOkUFT-FXD SK LB 3W $ 3,255 REACH FORKLIFT-FXD 99 LS 3x $ 4,780 FRANSEN PITTMAN / DOUGLAS COUNTY EQUIPMENT (RELATED PARTY) STANDARD TOOL AND RENTAL EQUIPMENT PRICING LIST Equl ,Tc Deuripl[Qn _ _ _ _ BIII Cade ____ Monthly aillipg Rate REACH FORKLIFT-FX09Ka 4B REACH FORKLIFT-TRV 5K L8 4A $ 3,136D FUELCUBE 7G $ 225 GANG BOX TOOLS -LEVEL 1 01 $. 3,500 GANG BOX TOOLS -LEVEL 2 02 S S,500 GENERATOR-S-SO KW 2S $ 95.0 GENERATOR, 20-39 KW 5E $ 2,250 GENERATOR 45.89 KW 1A $ 2,250 GENERATOR790.119KW 211 $ 3,780 HAND TRUCK-2 WHEEL F7 $ 95 HEATER > 500k BTU 61 $ 7,50D HEATER: FORCEDfCONV1506 2P $ 750 HEATER, INDRCT;30OK-SOOK 6H $ 1,750 HYDRO TSTPUMP:300.10Kpbi 6A S 2,350 EXTENSION LADDER E4 $ 100 STEPLADDER L2 $ 75 LASER-ROTATING-HORIZONLY FB $ 680 LIGHT TOWER 3C $ 1,301) MACHINERY HOLLY kit 8T 30 $ S50 MANOMETER R9 $ ADD MATERIAL UFT 18.15' 3E $ 950 MEDIA BLASTER 3L $ 1,SD0 MINI EXCAVATOR 40' CIEPTH 09 $ 4;SDO MINI EXCAVATOR 6.9.9' DEP 3G $ 2,130 MITRE'SAW Hl $' 396 NEGATIVE AIRMAC14INE H5 $ 775 OFFICPTRAILEIl12'X60' 60 S. 2,500 OFFICE TRLRjlZ00)EQU1PO 04 $ 2.995 PAILETJACK H6 $ SOO PERSON LIFT 12.30 AC W f 3H $ .975 • PLANER WATAND-,1S' ' H9 $ 300 PLATECOMPACTORGAS 3L $ 1.040 PLATECOMPACTRREVERSIBLE 5G $ 2,Clo0 POWER AUGER 3M $ 750 POWERTHREADER 31 $ 1,575 PRESSURE WASH COLD -GAS 3P $ 1.500 PRESSURE WASH HOT -GAS 3Q $ 2,150 PROJ ECT MANAGER VEH ICLE Q2 $ SOD - PROJECT SUOTVEKICLE Q3 $ 975 RADIO JB $ 95 RAMMERELEC '31 $ 1,040 RAMMER-GAS i.2.3.2K 3V $ 1,040 RAPTORSECURITY•6A5£ 07 $ 1,200 REBARBENDER CUTTER 4C $ 450 RO ROU.-VB SMOOTH 45-W 3S $ 4,S00 RO ROLL-VB SMOOTH 65'3� SX S 5.500 RID ROLL-Vil SMOOTH-00 iST 3R S 2,100 WOROLLFR-PAWOOT3000LB SO S 11200 ROLL•A-LIFTISPO-600016 40 S 21000 SCAFFOLD SINGLE SEC 6D S 250 SCAFFOLD UTILITY: PERRY K6 S 400 SCFFLD: SNSx7 SEC 2.4,10' 6E $ 700 SCISSOR LIFT 12'-19' 4J $ 975 SCISSOR LIFT 25.34 4WO OF 4E $ 2,153 SCISSOR LIFT26' 4K $ 1,2$0 SCISSOR LIFT 30-34'DC46 4F $ 1,496 SCISSOR LIFT 3S-44' 4WD 4G $ 2,468 SECURITY SYSTEM: CAMERA R13 $ 300 SHOT BLASTER 51N $ S,500 SILT PLOW 6X $ 650 SKIPSTEER-1351-175DO 1845 AA S 2 854 SKIDLOADER 1800-20DOLH q4 $ 5,150 Skldlaoderbutket Q9 S 650 PALLET FORKS FOR SMOSTEE AC $ 650 5lRDSTEERATTACHMENT 7A $ 1,400 AUGER ATTACH-SKIDSTEER 1M $ 1,900 SLAB GRABBER RAIL SVSTEM R12 S 20 SNOWBLOWER 6S 5 500 FRANSEN PITTMAN / DOUGLAS COUNTY EQUIPMENT IRELATED PARTY} STANQARD TOOL AND RENTAL EQUIPMENT PRICING LIST E9ulpmcnt Qcecripllon — elil Cede _ �— -- Monthly 81111ng Rate LL STORAGETRAILER•39' 9A$ Y 275 SUBMERSIBLE PUMP < r L5 S 650 SUBMERSIBLE PUMP-ELEC 3"> 4Q $ 900 SURVEYOR VEHICLE OB $ 97S SWEEPER/BROOM-SM STEER JA $ 1,400 TABLESAW l6 S 200 TATTLE TALE ALARM SYSTEM CA $ 350 TECHNOLOGY FEE R14 S 150 TEMP FENCE PANELS PER FT RS $ 1 TEMP LIGHT SYSTEM W $ 150 TEMP PWR OIST(SPIDER BOX) 6P $ 650 TILE STRIPPER•ELEC 45 $ 920 TORCH, CART & GUAGES Mx $ 320 TOTALSTATION EA $ 4,006 TRACTOR DSL 5Q S 2,700 TNACTOR,LOADER,LANDSCAPE SR $ 4,200 TRAILER,QUMP WDOIb 6K $ 1,200 TRAILER,TILT., W-W 6R $ 1,200 TRAILER;V.ACUUM,Sao gal. 6L $ 5,000 TRASH CART M3 S 300 TRASH CHUTE ACCESSORY 66 $ 100 TRASH PUMP dW S 1,200 TRENCHER RO 35-39 HP 4%' $ 31550 TRENCHER WB 10.20 HP SA 5 11995 TRIMMERMC+WER;W9 SM S 45O TRUCR;SINGLE•AXLE OUMP 6G $ $1000 UTILITY CART W/TRAY4-WHE M5 S 15U UTILITY VEHICLE CIS $ 1,200 WATER METER 64P $ 250 WATER TRUCN2000GAL SD $ S,000 WEATHER PROTECT BLANKET C7 $ 90 WELDER J116 VOLT-STIC_10 N1 $ 235 WHEEL LOADER. i YD 5V $ 4,000 WHEEL LOADERI la SW $ 7,500 0 • 0 EXHIBIT D. Fransen Pittman Labor Rates -Firestone Town Nall Position Project Executive General Superintendent Project Manager Project Superintendent MEP Coordinator Quality Control Manager Project Engineer Project Administrator Field Engineer Assistant Prajcct Manager Assistant Project Superintendent Foreman Lead Man Carpenter Carpenter Apprentice Laborer Safety Officer Licensed Surveyor Estimator Rate $124,Oa $119.00 $145.05 $92.89 $93.76 $88.80 $62.31 $40.54 $61.65 $92.09 $82.09 $75.89 $14.76 $72.48 $54.17 $45.37 $72.26 $183.0Ci $82.32 These. rates subject to adjustment at the beginning of every calendar quarter Overtime for hourly positions will be billed at 1.5 times the above burdened rates Makeup of bill rates not subject to audit FrMsen Pittman Insurance Rates General Liability CGL $ 7.95 Umbrella $ 4.95 Professional Liability $ 1,15 Builder's Risk $ 1.09 • FRANSEN EXHIBIT E PITTMAN EXPECT PRECISION Drawing and Specs Summary Log; Grouped laybullet ri Firestone Town Hall -Addition and Remodel 151 Grant Ave Firestone, CO 80520 Project# '3042.C1 Tet- 720-403-7756 Fak Fransen Pitt*an General Contractors Number Rev Tale Rev Dale Sullet�n camplete Status .. fq�e;fla Pe, 0072W 0 GENERAL PROVISIONS 7124/2020 -100 Approved Construclion Set 007300 0 GENERAL PROVISIONS W24=20 -100 Approved Construction Set 011100 0 SUMMARY OF WORK 7124/2020 100 Approved Construction Set 012300 0 ALTERNATES 712412020 100 Approved Conetrucllo Set 012500 0 SUBSTITUTIONS 71'=2020 100 .Approved Cbnetructicn Set 013300 0 SUBMITTALS 742412020 100 Approved Construction Set -- 014006 0 QUALITY CONTROL, 7124NO20 -100 Approved Construction.Set 015000 0 CONTRUCTION FACILITIES & 7124f202O TEMPORARY CONTROLS 100 Approved Constr_u441an Set 016000 0 PRODUCT REQUIREMENTS 7124I2020 100 Approved Constructlon,Set 017000 0 CONTRACT CLOSEOUT 7/2412020 100 Approved Construction Set, 01900D 0 GEOTECHINCAL W24)2020 100 Approved Construction Set INVESTIGATION 031000 0 CONCRETE; FORMWORK 7/24f2020 1 DO Approved Consmxtion Set 032000 0 CONCRETE W24/2020 106 Approved Construction Set REINFORCEMENT 033000 0 CAST-i"LACE.CONCRETE 7/2412020 100 Approved CcsnStruc ion Set 03350D 0 CONCRETE FINISHING 7/24/2020 10D Approved Construction Set 03390D 0 CONCRETE CURING 7/2412C20 100 Approved Construction Set 034700 0 SITE CAST TILT -UP 7124/2020 100 Approved Construction tat. 034800 0 PRECAST CONCRETE 7124t2O2o 10D Approved Construction Set SPECIALTIES 036000 0 GROUT 7/2412020 100 Approved' Ovnswetion Set 0473DD D SIMULATED 7/24/2020 100 Approved. ConstnrctionSet Prolog Manager Printed on: 91912020 FP Current Projects page 1 i • 0- M FRANSEN Drawlrig List PITTMAN Summary Log; Grouped by Bulletin EXPECT PRECISLO14 completeNumber -.Rev- Title Rev Date Bulletin 1MANUFACTURED STONE 051200 0 STRUCTURAL STEEL 712412020 100 Approved Construedon Sit. 052100 0 STEEL JOISTS 7)2412020 100 Appmed Construction Set 063100 0 . METAL DECK 772412020. 160 Approved, Construction Set 054000 0 LIGHT GAUGE METAL 7)2412020 '100 Approved Construction Set FRAMING 065000 0 METAL FABRICATIONS 7/2412020 100 Approved Construction Set 061000 0 ROUGH CARPENTRY 71240M 100 Approved Construction Set 062000 0 FINISH CARPENTRY 7124=0 100 Approved Construction Set 064000 0 CUSTOM CARPENTRY 71241=0 `100 Approved Construction Set 066100 0 CAST POLYMER (QUARTZ) 7124=01 100 Approved Construction Set FABRICATION'S 066510 0 SOLID SURFACE 7124=0 100 Approved Construction Set FABRICATIONS 071100 0 DAMPPROOFING 7/2412020 160 Approved Construction Set 072100 0 BUILDING INSULATION 7124=20 too Approved Construction Set 072500 0• WEATHER RESISTIVE 7124=0 100 Approved . Constructon Set 072600 0 INTER30R VAPOR CONTROL. 7/2412020 t00Approved Constrirdion,Set . 072616 a UNDERSLAS VAPOR 7/24020 100 Apprond Construction Set CONTROL. 074100 0 PREFORMED METAL 7r2412020 100 Approved Constructin Set ROOFING AND, SOFFIT 075300 0 SINGLE-PLY.MEMBR4NE 7124r2020 100' Approved Consvudion Set ROOFING 076000 0 FLASHING AND SHEET 7/2412020 100 Approved Construction Set MFTAt 077000 0 ROOF SPECIALTIESAN❑ ACCESSORIES 7124M20 100 Approved Consiludtiori Set 079200 0 JOINT SEALERS '712412026 100' Approved' Construction Sri 081100 0 HOLLOW METAL DOORS AND FRAMES 712412020 100 Approved Construe ion.Set 081400 0 WOOD DOORS 7/2412020 100 Approved Conswc6an Set 081423 0 CLAD WOOD DOORS (BID 7/24/2020 100 Approved ConstnIct" Set ALTERNATE) _ - -- prolog Manger Printed on: -9PW2020 FP Current Projects Page 2 FRANSEN PITTMAN Elf PECT ROECISION Drawing List Surnihary Log; Grouped by Bulletin Number Rev Title Rev Date Bulletin °i Complete Status Category General Notes Ref RFIS 084100 / ALUMINUM STOREFRONT1 k 100 Approved 087000 0 FINISI4 HARDWARE 7124i2020 100 Approved Construction Set 0813000 0 GLASS AND GLAZING 712412020 100 Approved Construction Set 0867110 0 GLASS AND 43LAZING 712412020 100 Apprfraed Construction Set 092000 0 GYPSUM WALLBOARD. M4/2020 -100 Approved Construction Set, SOFFI7AND CEVNG 092400 D COMPOSITE STUCCO FINISH 712412020 100 `Approved Constluclion Set SYSTEM 093000 0 PORCELAINfCERAMIC TILE 712412020 100 Approved Construction Set 095100 0 ACOUSTICAL CEILINGS 7/24/2020 '100 Approved Constnlitien:Set 096500 0 RESILIENT FLOORING AND 7/2412020 100 AppmvW Construction Set 096800 0 CARPETTILE 7/24/2020 100 .Approved ConstruotionSet 099000 0 COATINGS 7124/2020 100 Approved Construction Set 099300 0. CONCRETE STAINING 7124/2020 10D Approved Construction $at 101400 0 SIGNS 712412020 106 Approved Construction Set 102113 0 TOILET COMPARTMENTS 7124/2020 100 Approved C6nswcthnt Set 1OZ606 0 CORNER GUARDS 7/24/2020 100 Approved Construction Set 102810 0 TOILET ACCESSORIES 7/2412020 100 ,Approved Construction Set 104400 0 FIRE EXTINGUISHERS 7/24/2020 100 Approved ConsliudFon Set 105500 0 POSTAL SPECIALTIES 712412020 -100 Approved ConsuuannSet 107500 0 FLAG POLES 7/2412020 100 Approved Constnrcfn Set 122100 0 WINDOW BLIN65 7/2412020 1D0 Aj)proved Constntwon Set 12930 0 SITE FURNISHINGS 71241202O 100 Approved Constmetion Set. 323313 0 BICYCLE RACKS 712412620 100 Approved Construction Set 323323 0 TRASH•RECEPTACLES 712412020 100 Approved Construction Set ADO 0 COVER SHEET 712412020 106 Approved_ Constnmfion Set A01 0 SITE PLAN 7/2442020 100 Approved -Coirstrtration Set A02 0 CODE COMPLAINCE 7124r2020 100 Approved Construction Set A10 0 FLOOR FLAN 7/24/2020 100 Approved . COnstrUdDn Set All 0 EXTERIOR OPENING PLAN 7124/2020 100 Approved _ Construction Set Prolog Manager Printed on_ W12020 FP Current Pn*ects Page 3 • FRANSI:N PITTMAN EXPECT PAEL 50" Drawing List Summary Log, Giouped by Bulletin Number Rev Title Rev Date Bulletin cornpletF� status Category General Notes RefRIFIs Al2 0 FINISH PLAN M412020 lo0 Approved Construction Set. A13 0 REFLECTED CEILING PLAN W24=0 100 Approved, Construction Set A14- 0 ROOF PLAN 7J2414020 t00 Approved ConStnrttlon Sat A20 0 DOOR SCHEDULE, 7/2412020 1DO Approved Construction Set ELEVATORS & DETAILS A21 4 WINDOW SCHEDULE, 7I2412026, too Approved Construction Set ELEVATIONS & CETAILS A30 0 BUIDLING ELEVATION 71241P020 too Approved' Construction Set A31 0 BUIDLING ELEVATIONS 7124/2020 too Approved Construction Set A40 0 BUIDLING SECTIONS 712412020 100 Approved Consmicdon Set A41 0 WALL SECTIONS 7124f2020 100 Approved Construcoon. Set A42 0 SECTIONS, DETAILS 712412020 10o Approved Construction Set A43 0 INTERIORS PARTITION 7/2412020 -100 Approved Construi im Set A50' 0 ENLARGED PLANS 8 7124/M20 100 Aipproveid : Construdtrnr Set ELEVATIONS A51 0 INTERIOR ELEVATIONS 712412020 100 Approved CormWctian Set C-1 0 COVER SHEET 7/24/2020 100 Approved Constructiulrt $41. C-2 0 HORIZONTAL CONTROL 724/2020 100 Approved Construction Sat PLAN C-3 0 UTILITY PLAN 7)2412M 100 Approved Construction.Set C-4 0 GRADING PLAN 7124=20 100 Approved Construction Set C-5 0 DRAINAGE & EROSION 7241202D 100 Approved Construrtion,Set CONTROLPLAN C-6 0 DF-TAIL SHEET 1 7t2412020 100 Approved Construction Set C-7 0 RETAIL SHEET 2 712412020 100 Approved Construction Set E-0:1 0 LEGEND, NOTES, INDEX, 7124120T0 100 Approved Constrrctiarf Set SCHEDULES & ONE -LINE DIAGRAM E-0.2 0 SCHEOULES 702412020 100 Approved Construction Set E-1.0 0 SITE ELECTRICAL PLAN 72412020 100 Approved Coastrusticri Set E-1. i 0 SIDEWALK LIGHTING PLAN 712412020 100 Approved Construction Set E-2-0 0 LIGHTING PLAN 744IJ2020 100 Approved Construction Set E-3.0 0 POWER PLAN 7124/2020 100 Approved Construction Set Praing Manager Printed on: M2020. FP Current Projects Page 4 J FKANSEN PITTMATTMAN EXPECT PRECISION Drawing list Summary Log, Grouped by Bulletin Number Rev Title Rev f,tu Bulletin "A complete Status CaterOry E-3_1 D ROOF POWER PLAN 712412020 100 Approved Omstruclron Set IRI 0 GENERAL DESCRIPTION 712412020 100 Appnaved Construction Set 1R2 D IRRIGATION DRAWING 712412020 100 Approved Cnnstructan Set IR3 D IRRIGATION DETAILS 712412020 10D Approved 'CwtsWCtian Set LS 1 D LANDSCAPE PLAN 712V2020 100 Approved Construction Set LS 2 0 NOTES AND OETAI LS, 71241202D 10D Approved Construction Set M-0 D LEGEND, NOTES, INDEX.. SCHEDULES, CONTROL SEQUENCES W24=1) wo Approved Construction Set M-0.1 0 SCHEDULES & DRAWINGS 7/24/2020 100 Approved Construction Set M-1.0 0 MECHANICAL FLOOR PLAN 7124/2020 100 'Approved Construction Set M-1.1 0 MECHANICAL ROOF PLAN 7/24/2020 1(m Approved Corrstruiaimr Set P-0 0 LEGEND, NOTES, INDEX, DIAGRAMS AND SCHEDULES 7124/2020 100 Approved Conslnrrfion Set P-1.0 0 PLUMBING'OVERALL FLOOR PLAN 712412020 100 'Approved Cdrislwdt an Set P-1.1 • 0 ENLARGED PLUMBING FLOOR PLANS 712412020 100 Approved Construction Set 0-1.2 0 PLUMBING ROOF PLAN 712412020 100 Approved Construction Set PM-1 0 GEN. MECHANICAL NOTES AND OUTLINE SPECS. 7124/2020 100 Approved Consmson Set SO 0 GENERALNOTES 7124l2020 '100 Approved Construction Set S1 0 FOUNDATION PLAN 744/2020 10D 'Appioved C6nSLr1xMM Set $2 0 ROOF FRAMING PLAN 7124r2020 100 Approved Construction -Set S3 0 FOUNDATION SECTIONS 7124l2020 10D Approved Constriction Set $4 0 WALL SECTIONS'AND W2412020 100 Approved Consimidion Sot DETAILS SS 0 FRAMINGSECTIONS 712412020 '10D Approved Constructer Set Se 0 FRAMING SECTIONS 712412620 100 Approved ConstrucUan Set; S7 0 FRAMING SECTIONS 7024/2020 100 Approved Constru6tion Set prolog Me-ger Printed on: M12020 FP Current Projects Page 5 rfLbrnFingnin Ckwnl l:uammotS EXHIBIT F If t 312611,1I Ali Firestone Town Hall �FRANSEN PITTMAN rxerrl rae[lg9x 100% OMP Estimate ESTIMATE RATE: 09=r'20 • BUILDING AREA IN SO FT: 15,682 DRAWINGS PREPARED BY: Haticrn D@Sign DRAWINGS ARE DATER: 7124M1020 1 16onorel C9nditio9 2 631.32 7.6% 2 _ =914Non 3 Sitswork J ^p 937,742 $59,80 14.4% 3 Concrete $38.45 a3% 4 Masonry 62,167 $3.17 1.0% 5 Motels $22.3B 5,41% 9 'Carpantry ... 167,601 570,38 2.5% _ -- T Molswre Protection 526,14 6.6% 6 Doons, Wlndows a Glass 204,437 $17.37 4.29S 9 Finishes $41.47 10.0% 10 Spociattins — M111 $1.97 f! 0,4x' 11 Equrpment 5100 010% 12 Fu.rn n9a 81837 $0.44 a.i% 13� Special Construction $DM 0,0F% 14 'Conveying systems o Mm ; 041% 1s Mechmltcai $28M 89f: 16 [ Electrical 435.750 $27.78 1 6.7% DIRECT COST SM1_e1 75.121L_ Soft Costs A 17woce 89l,"a $57.33 f3 a14., State & Local Tax 6.60% SM 016" Use Tax Ecempl ! Permit & Plan Review Fee t:XWJA • Overhead 3 Profit 3.25% 257,121 $10.40 310514 Construction Cenfinganey 4A4% ,S7 516 4.009M. Bidding end Buyout Contingency &00% 0 !PM 0,01)%{ Frecanslmvtion Foes 0.25% S1A4 0.257# Insurance 1,5416 SI'm $0,26 1,51% Performance & Payment Bonds ►s < $2.82 0.65% TOTAL COST':�, Sa15.09 100.0n I* q,:kU, 0 9: 10 XM at lial 60FiEtAOFFICE .#XPEOFS 2! 1202 RepmKWck1an*1R422ff 11 1204 Reid orrica cqdp: cam 01 1205 RRkj WOO sup*'s 01 12 06 ToAvra 01'21'q0.01,2fb0 0' ijowto ielephanelsvp, W 21 02 EinrldcaL CRs- Waler � 0 � 0 S1.25 0.3% S3.62 010% $0,83 117% $0-m o 4 san 1 0.19r, $O.n 011% 10,25 Imonths U75 M20 6D.2a MCI $0,78 We 5azg 0.0% 011% 019E 02% 0.1% 0J% oA% - Excbdobd 13yCkWaipr EnWed By Owner to Months 4,403 1 LS g500 10 Months 12,300 1.200 01000 10 "6qths A 813 11 1M.M. DIVISION I TOTALS 191,121 5362 0 � 0 • iPER B.F. S7,st $7.81 52.88 S2.95 UGS S3,a8 $0.35 30.35 $0,48 V-04 $1.28 $1.00 65.50 60.90 M44 50.32 30.32 50.4E $1.12 $5.19 WS SO-OB Eats S0.64 58.33 30.73 $10.08 a2bWo l30M1 %4F m 1.9% 1.994 ar9s 0.7% 0.7% IV% 0.1% 0.194 q.17� 0.0l6 a.ssc a_4x 0:246 1.811� U% 14% 0.0% a11� 0.1�h 0.1% 2.3% 0.216 2.61E $0.10 I 0.0% $0.19 Q.C& sals 0.2% 51.00 0.2% S0,41 03% SB,26. 1^ $5.94 1 1,7% $15.50 1 3.8% $4.78 1,2% $4.78 1.2% $59,80 14.815 F . QUANUTYINIT$PER %OF • TOTAL 03 30 iq'Caner�et- Malarial : " S.F. r1� 7 Farntlatlons 1 94473 56.0$ $1.93 1.576 1,9% 2 Slab an Grade 1 LS 124.314 033010 CanuateMatadai 718,i147 513.88 3A 6 03 4713 TI1f-Up`Sf#ecasl Concrete — F, S74,49 8.074 1 ITIIWP 51toeost concrete Panats 1 384,075 034713 TIItd1p Slteceat Conrsete 384,40r3 $24A9 :.0% DIVISION 3 TOTALS 6D AU S38A5 ,4% � 0 Fmnuo Plieounl:wuml Cural n,1tl,751 bIV Sion 4 aeonry =PER %OF TOTAL S.F. TTL • ' 6470_ga ui(Maennry i tano Vonoar r s a7 soD sz.3B 1 .7 Stuccoe1MidiFramedWid 1 MOOD $1.41 0.4% 3 I 1 5 ;- 4.9ET $0,13 1 m W 20 u0 Urk Masaruy W87 $3,W 1.0% DIVISION q TOTALS 65,2$7 $3.07 1.0% • i14 An • 051200 � 0 � 0 � 354,039 DIVISION 6 TOTALS 351.039 1 PER %OP S.P. ' rn 924.5p $12% EO.00 - 0.2% 822.33 5.5% 522.38 &5% Frn«IPiI[nunlirn IC�nI [hx k^-ONH0 AN • Ofv siorr 6 Waods Phil cs irEM YiPt:R iCOF TOM S.F. T'TL •j. �"�t1810 00 Raugh Carpentry i aclmg and ela*rn and Carpenter Tinto 1 Ls 10$200 S5.59 1.6% SIM 1AM 061000 Rough CaWnlry 7031" a6A000sIh CnrplArnh Wnndwnril .: i JCAblrtaerySbAilMarkPkg 1 ILS 69600 53.$0 0.0% Wood C"9 catift1wn i COW0d 53.80 0.9% .a6 40 00 finish CaplMch Waafto* 60,000 DIVISIONOTOTAtS 162,800 s1a,3a 2.5% • 0 'uanip I mi Aso 0 E 0 Protection M�alsture 1 LINE UMBER J7EM OFSCRIPTio" QVk4TrTY UNIT IWA $PER %OF 14 TOTAL S.F. rrL sterp roo Mm, wmmru�, -1 L=—nm Pku 1 9.400 $0.60 0.1% 01' 1 D 00 Wmapro600 Wmemroolling 9,461) MOD 0.1% s0.,2.3 04% —[R?UW tmialion and Si§rflaf, &mdard Framina Onli I I ILS 3,610 072100 The mul frisulpliqn 10.23 0.1% -3.550. 07, ILI, 56 00616 oof ing : ..9 w3:-a,..:- "'. �;,i $15,77 $6,33 10% 1.6% I JPW Roofing Pkg t 247.334 2 sla"seam Reef 1 " 250 OT so 00 Fick Roofing i46.004 $22.10 6.4% $1,69 0,4% I 19heel Metal Flas*g and Tdrn I LS 1�24.00 07 62 00 Sheet Metal FWsWU and Trim $1.6.9 QA% r7!, $0.02 0.2% . . ......... .. .. ...... ..g Cm* or or Joinis InOuding Panels 1ILS 14.50D 0?92.00 joiats"mrs 14,mo so.'m C,T% x 99 01,Wi6py Finish ga t1.49 0-4% I PmMished Metal Panel W Canopy WO 1 S - 23.411110 079DOI Canopy FIRM 2300 $1.49 CA% 7. A $1.21 0.3% its 1 826 079002 Fmaigpo Review 101023 $1.21 0496 DIVISION 7 TOTALS 441,279 628'.14 6:9% Finao.Pkt i Quol Cmrme tm% y IVNIn N-10 A l 77-77,5 DEv s ari 8 Doom 8 WElidowa ber . UN9F .s Pat OF • + � SkF. 1'ik ��oB_30,OO,aao1'a & rwramef�, 1 rn a Hardware P 1 L3 fi894f 67.2T 1.816 1 ImWkilton Of MWS. FOMOS. end Wardwsre I f ILS a 500 §ago 0.11i 081000 0mra 3 Fratlaa 122,44E 57.84 1.84i P. ` r�484t_13,Entranees88terefcants „.ta=. �� ��.,- . .. . t JAWmfnurrt Storefront and Ming 1 ILS 149.098 $M 2.A 08 410 Entrancas a 819roimts 149,996 w6e 2.3% DIVISION 8 TOTALS 272r437 SON 4.2% � 0 � 0 Fnmeu, phirnmf➢nrnal rawrA arc i^Y_'14M) CHIMP • • 0 t?lFlnlshs6 _fTVA �oa'o6 00 Temp.+Prot `For Plewl Ali g'Flhlahea�. , r�i c. 1 Tom , Pro. Far NewlEsJsling Pr 4hes-01 1 LS TOTAL s0 000 i] PER 3.F. f 1 Ai %OF TTL 0.5% 00 08 00 Tamp. Prod. For Namfiduting Cnishes 30,000 5191 50.80 0.5% 0.2% '0910 �D La out ' 9 YFromm 8 ctew, s x " " Y 1 lLawul - Framing sniema 1 ILS 12 600 001000 Layout • Framing Syclama 12.00 30.80 $17,58 0.2% 4.39E OD 21 16 Gypsum Bcatdi4ssambliea�; 1 0 II and Fram n : Shealhln artd Batt Inaulallon 1 ILS 27SX5 0921 16 gypsum Board Assemhlien 275,0$ WAS S182 4.37E - 0.89E 1 corsdeal Wing PO ] 1wpod.cepinns 096108 Acouldni CeYNps 59,850 $3.02 60.90 Ii;lm 0.2% 09 Q1 60 Flooring Prep` 9 `Y^ Y'�hb� i ., 4* •"a:0wr7i'+�.`..R_'�.. � .Y�� �wRw.,.... :5 1 wbw Flotr Prt%mllan and Mablura Cannel s pklbwwce 1 6.0 00 090160 Fwmiv prep 16.000 $0.98 55A7 S028 0-214 1.5% 0A% 1 boring NO 95,782 7 GanoratoFlocdrtg - 1 4,476 006090 Flooring 90,257 %.70 $1,43 1.4% 0 % 09 9a Qd Acouatfti Treatment` 1 jAcouslicalWal and callina Trealmenls - _ - - - _ - - -- s price _ YY 300 D18000 pcousllcTrsslmar4 2t$90 SIA3 33,67 013% 00% Q8 9100 Painting ' .�tl¢brk ,e.v''%r a 1F 6GrxWvi:i.: 1, h �. • ... .s�u9� 1 ndn0n Pik e s 55985 2 Baled Cnnaete Clan -Galion Irraludad 099100 Peiping ------------ 116966 33.67 S4.20 ( $1.40 0.0'% love 0.3r, „49 89,01_,Meehs ith Methods for Flniahcs 1 oreman at Flnlsh Trades 22 Ivecks 60 767 2 trpepmeN for FW&h Trades 22 asks 22 000 0999DI !,leans andMalhadrforFinishes DWI510N 9 TOTALS 90,7EI 650.314 $5.es $41.4? 1.4% 100% I'rnliuuPul,uu,Gmcrat CaKrxln,a 9114wo MADAM Oivia on 10 Sprciaitls8 B PER %OF NUMBERAINE $,F. TTI. 40 44 40`duliding Slgnags 1 error Signagafto- 1 LS 6.046 60.39 0.1% Z Wil have an add slEeilnate for Slgrsaga at Area of Relyg@, P+IMSng FOLntalo, Emr9nces, and Sm a 10.00 0.0% E>a�npulsherx 1014 00 BumIng Sipnsga 6.045 — — 10.39 0.1% l0 2813'lollat'Accessorl'es �6�rc � � �� o, , .: ;. - 10.48 $us 90.14 0.1T6 0.1% 0.0% 1- Restroorn Atbmadw Pko 1 kS 3Y8 x lRestroom PaRmbm 1 ILS IL032 3 lComer Guards 1 L$ 2.120 10 2813 Te2a1 Aam=Am 11,019 ".77 0.2% f 0 ild 00 Fire`Proleatlon Sp@almitTes � :� 'r�, �' ,� ern- $0.08 0.0% 1 FIre Edln Iahera 6 Cabinda 1 iS l 213 10 44 00 Plre Pro Wlan Spar*Wo* 1,311 EO.OB 0.0-A 10 55 00 Postal5peclelSloa = 60.05 0.0% iV .Was Chute 1 t8 I leg 10 $5 00 Postal Spe"Oas 762 $0.05 0.0% - $0:38 0.0h 1 35 Tali Aluminum F4gpde wrlh Flee 1 5,973 109901 Ft9psia5 r 6,973 Bus o.i% OWISION 10 TOTALS !fi,Ie9 $1.67 0.4% rl e1h]�r2n t r0,111 VEMPER %OP • ,1220 00 .W4ndaw Traetrtesnts y`� r ,.: E S.F. rn 1 jWktd4wCcvafts Ils $0,44 0.1% 12 20 00 Window Ttmlmenls 1037 $0.44 0.1:6 DIVISION 42 TOTALS 6,837 I S0.44 1 0.1% • 0 - Roam Puim;ni Gairial CorWad n r !pl MV 4:10AM [) 41510 MAChRnICa ' $PER %OFrrEM Y �I >-- DESCRIPTION 'TOTAL &F. TM • 21 00 40 Flre SupprOsalan "- 1 1pim Prmocilon mma PN 1 ILS 4! 18f $2.75 0.7% 2 p Z F[ro SPAIder 5 at conopi Ovesh s C?ar canon Ertcludad - — 21 0000 Fira Suppresolon 43.187 52,75 0.7% 222 00 UO Plumbing i PIUMbiq P 1 LS U2,U3 38.44 2.1% 22 00 00 plumbing 137,343 30.44 2.1% 23 00 OO � VA4; g OUR I. homkolPko i LS 242"4 $154Q 3.8% 2 VLachonkal Coardlnalm -No war, nal blelWa0 in the original pricina Hour 0 30.00 0.0% a 0 SO,aO 0.0% 130000 rlvnc tot �a9. 315,49 3.$H. 2199 07 BIM Coordlnall.on�; i lFd 61M Coardi Mn mid Modeling 1 LS Ir 30,576 v gG . 0.5% 21 000l SIM'Coordkm6w 30,676 $1,95 0.6% DIVISION 15 TOTALS 440,990 $23,03 718% � 0 • fal m"b K0101 RITEM 1. . SPER % •TQtAL 8A. ttl 7B 00 04 Elaakr]aal F 70mom ME 1 ElaclrfMEN— 1 19 750 1 W.79 6.8% i .Se Ahia1$ 'GelaIOIY. 95 11ACoar0inatlon 2Q QO OQ 6l"tdw 4] 790 T � s, sx .79 6,476 DNISION 16 TOTALS 435,760 321.70 1 6.69E • � 0 f 4 f FRANSEN PITTMAN EXPECT PRECISION .EXHIBIT` G Firestone Town Hall — loo'Yo CD GMP List of Alternates I. Alternate #1 a. Change the E xteri or'Soffit Finish to Stucco in lieu of Metal Panels i. Deduct $ 8'2 7) 7 2. Alternate #2 a. Change the Storefront Systems atthe Break Room, Hall 146, and Hall i.32 to Clad Woo'd Systems i. Deduct i. ($7,132). 3. Alternate #3 A. Add in Use Tax if it is not. covered by the Exemption Certificate Add $150,000 4. Voluntary Alternate #4 a. Change the 8iinshades frorri Architectural Louvers to Tubelite Sunshades i. Deduct U. ($4,171) �. Englewoodift office f303)7833900 tax (303)783.3939 9563 South Kingston Court, Sui te. 200 Englewood, C080112 Windsor office J970) 460.5250 128 North 6th SIrect, UnIt.0 FAX (303) 783-3939 WIndsor. CO 80550 FRANSENPI"MAN.COM Amk Ank Firestone. wn _Hall SCHEDULE FILE: CD Master Bid Schedule. EXHIBIT H FSEN PITTMAN EXPECT PRECISION ID 0 Task Name Cal Dur °% Camp Start Finish Otr 2 2021 3 tr4 21 Qtr2 910 CO.4 1 ggl:_�3 ML�3 11b I5�1 ( Eb Z to Firestone Town Hall Submit cd'"sfor permit NTP Receive permit Mobilize Site Work Install erosion control'and'Site Fence -Site signage BMP inspection' Site Excavation Grub Ovarlot grading Layout C&G CutJfilts IR C&(a Layout sidewalks Cut/filts"Q. sidewalks Grade for walks behind curbs Landscape grading Site Utilities Layout sanitary sewer Install sanitary sewer Layout fireline Install flreline loop Layout storm sewer Install storm sewer Install storm sewer structures Layout.domestiC waterline to the Bldg Layout Hreline to the bldg Install fire line to the bidg Install domestic waterline to the.bidg BLD Services Install electrical transformerFeed Install gas service & meter CenturyLink service to Bldg Comcast seMce to bidg Electrical Secondaries to -transformer Layout lightpoles Install site lighting conduit Drill,.farm & pour IightpDle bases Install site fighting 70 5D' 70 5D 5D 5D 5D SI} 50 51) 5D 513' 5D 5D 51) 50 5D 50, • 5D 5D 5D 5D 5D 5D 5D 5D 51) 50, 5D SD so 5D 50 so. 5D 5D 510 5D 5D 5D 5D 447 days? • 67 days, 0 days 1l day? 5.days. 147 days: 5-days 1 day 1 day 133 days 1 day 4 days 3-days 2 days, 1 day 2 days` 2 days: 3-days 26 days' 1 day 4'days 1 day 3 days. 1 day 4 days' 4 days 2 days, 1 day 3 days 2 days 130 days 4 days 3.days, 3 days 3 days- 18 days 4 days 1 day 3 days 3 days 2 days 0% OV0 O% O% 4% 0% '0% 0% 0% 0% 0% 0% 0% 0% 0%. 0°% 0°%- 0°% 0°% 0%Thu 0%. 0% 0°% 0% 0°% 0°% 0% 0°% 0% 0°% 0°% 0% ()°% 0% 0% 4r% 0% 0% 0% 0% 0'% Wed 711120 Mon 9120121 Wed 7/1120 Mon 1015120 Thu 1 D115120 This 10115120 ' Tue 1016120 Tue .1016120 -Thu 1 Y15120 Wed'10121120 Thu 10115120 Wed.5112121 Thu 1011912D Wed 10/21/20 Thu 0115120' Thu 10115120 Thu`10122J20 Thu/0122/20 Thu' 1012TJ20 Thu 4129121 Thu 10122120 Thu 10/22120 Fri 10123120 Wed 10f28120 h n 415121 Wed 417f2-1 Thu 418121 Fri 419121 Mon 4/19121 Mon 411 W21 Tue 4120f21 Wed 4121J21 Thu 4122121 Fri 4123121 Tue'4127/21 71iu 4129f21 Thu IDJ29120 Mon 12R120 10129/20 Thu 10129120 -Fri 10f30f20 Wed 111412D Thu 1116120 Thu 1It5120 Fri 1116120 Tue 11110120 Wed 1111'1/20 Wed 11/11120 Thu I V12120 Tue 11117120 Wed '11118120 Mon lV23120 'Wed 1212120 Thu 1213120 Wed 12o20 Wed 12/7J20 Thu 1213120 Mors .12R120 Fri 1214120 Man.1217120 Wed 1212/20' 'Wed 3124121 Wed1212J20 plan 1Z7120 Thu 3119/21 Mon 3122121 Man 3/22121 Wed 3/24121 Man 312212.1 Wed'3124121 Mon 4/19121 Wed 5M=1 Fri 517/21 Wed 6112/21 Mon 4119121 Mon 4/19/21E Tue 4120121 Thu 4122/21 Fri 4123121 Tue 4127121 Wed 4128/21 Thu 4129121 10115 , a , 0 , , , , , i , p r f r , , p p ,. , p , t n r r. p , , 3 2 4 5 6 7 52 a 9 10 11 12 13 14 15 16 17 25 26 27 28 29 30 31 32 33 35 36 34 37 38 39 40 41 ! 42 43 ]L�3 44 45 46 i�j 47 i Wed 9/23120 Page 1 I ,1111� r♦ Ah Firestone rown 'Hall SCHEDULE -FILE: CD Master Bid Schedule _ F�E1+1 PITTMAI� EXPECT PRECISION ID p y Task Name Cal Dur % Comp Start Finish 2 Gir 3 Q 4 2021 Qtr 1 L Qtr 2 Qtr 3 I Car 4 1$ _ lbIrrigation Z,Install _ ( L r�J T ( � Concrete & Paving Install C&G Scarifylrecornpact @ road Asphalt 1st lift Install concrete sidewalks & chases Asphalt tap lift. Parking lot striping Landscaping sleeving irrigation system Install landscaping Site accessories Core & Shell structural Tilt up panels.lst phase form and,pour Erect.panels 1-1 up panels 2nd.phase fcrrn and pour, Erect.panels Steel erection' Roof RTU opening reinforcing Roof access ladder Excavation layout footings Excavatefor fooling 6addill foundations Rough grade SOG Fine grade SOG Footings & Foundations Layout footings Form &pour footings- Plumbing Underslab pfumbing rough in Plumbing roof penetrations Gas line rough in Electrical/Fire Alarm Underslab electrical rough in Etectrical/Fire Alarm roof penetrations Electrical service rough In Fiat Work SOG prep SOO pour SD 5D 51i •SD 50 513 50 '50 5D 150 '5D 5D 5D 50. 5D, 5D 5D .50 SD "50 51D SD 5D 51) 5b 50 5D 5b 5D 5D 5D 5D 5D .513. 5D 51) 513' 51). 5D 5D SD 12 days 5 days 2 days 2 days 3 days 2 days 1 day 13 days 2 days 5 days' 5 days 5 days 159 days 110 days '10 days 5 days 10 days 5'days 10 days 2 days 1 'day 42 days 'I day 4'days 4 days 2 days: 2 days 13 days 3 days 10 days 80 days. 8 days 2 derys 5 days '72'days 8 days 2 days 5 days 50 days. 3 d4ys 1 day. 0%- 0% 0% 00/1 0%. 0°% 094 0% 0°% 0°% 0% 0% 0°% 0°% 0% 0%. 0°% 0% 0% 0% 0% 0% 0% 0°% 0% 6 % . 0% 0% 0°% 0% 0% 0°% 0°% 0°% 0°% 0°% .0% 0% 0'% 0°% 0% Mon 4/12121 Mon 4f12/21 Mon 4119121 Wed 4/21121 Thu 4f22121 Fri 4/23/21 Tue 4127121 Tue4120121 Tue4120121 Fri 4r"2.1 Fri 4130121 Tue 4127121 Thu"10129120 -Mon 1/11121 Mon 1111/21 Mon 1125/21 Mon'211121 Morn 2/16121 Mon 2122/21 Mon 318 21 Mom 0114121 Thu 10f29120 Thu 10129/20 Fri10130120 Tue 1M241a0- Wed 12/2120 Tue 12f29f20 Thu 1115f20 Thu I115120 Tue-il/10/20 Fri IV4120 Fri 12/4120 Mon 31W/21 Mori 3/22121 Wed 12H6120 Wed 12/16/20 Mon 3/8/21 itiMori 3/22121 Thu 12/31120 Thu 12131120' Tue 115121 Tue 4127121 Fri41MI Tue 4120121 Thu 4122121 Mon 4126121 Mon 4126/21 Tue 4127121 Thu SW21 Wed.4121121 Thu 4129121 Thu 518121 .Mon 513121 Mon 6114121 Mon 6114121 Fri 1122121 Fri 1129121 Fri2112121 Fri 2119121 Fri 315121 Tue M121 Mon 6114121 Wed 1.2130120 Thu 10129/20 Wed'i1/4120 Tue 1211126 Thu 1213120 'Ned 12/30120 Mon 11/23/20 Mon 1119120 Mon'1i123120 Fri 3126121 Tue 12115►20. Tue 3/9/21 Fri 31M21 Fri 3l26f2ll Man 12128120 Tue 319121 Fri 31201 -Wed 3110121 Mon 114/21 Tue 115121 T7 t � , , , , 11 � ir�1 � , i , �y , � � ,. 1" 1 �1 � r- � ,. , ,. , 19 21 22 20 23 24 48 49 5Q 51 53 54 73 74 75 76 77 78 79 80 55 56 57 58 59 60 67 68 69 88 89 91 90 97 98 99 100 61 62 i 63 Wed 9/23/20 Page 2 FirestoneRwn Half SCHEDULE FILE: CD Master Bid Schedule CIFRMSEN PiTTMAN EXPECT PRECISION ID Task dame Cal Dur % Comp Start Finish tr 2 tr 3' Qtr'4 12021 1 gir 2 3 r 4 64 j Ib ! q13 (�j C�3 Ib ( J I [ L j SOG Cure period RTU roof pad prep RTU roof pad pour Exterior Skin . Stone Vaneer ExterlorCoatirMs Rough Carpentry RTU curb levelom Window wraps Parapet cap .Mechanical RTU curbs. Set RTU's Roofing EPDM Roof Parapet cap & flashings Fire Sprinkler Sprinkter mains •&.branch rough in T1 Doors & Hardware Set door jambs Doors & hardware Framing & Drywall Layout walls; soffits, ceilings Frame luaus Frame hard lids & soffits Drywall walls Drywall hardlids Drywall finish walls & hardlids Storetlront & Glazing Aluminum storefront Aluminum windows Aluminum doors & hardware Plumbing Above ceiling rough in plumbing +Nall rough in plumbing l=ixlura & trim plumbing Fine Sprinkler Fire riser & backflow fire sprinkler mains & branch Fire sprinkler hard lid drops 51) .501 56 so 5D 5D 6D so 517 51) 5D 51J• 5D 5n 60 6D 5D SID 5D 5l3 51) 5D so 50 50 50 5D 5D 50 so 5D so. so 5D 5D 5D 5D 5D 50 5D 50' 3 days 2 days 1 day 13 days $days 5days 10 days 3 days 8 days 7,days 12 days 2 days; 2 days 12 days 7 days 6 days 10 days 10 days 98 days? 96'days? 4 days 1-day? '51 days 5 days 20 doo 5 days 20 days 3 days 20 days 12 days 8 days 8 days 4 days 86'days 12 days 7 days 4 days 75.days 3 days, 8 days. 2 days 0°k 0%. 0°k 0% 0°/a • 0%, 00/0 0% 0°f 00/0. 00/4 Q% 0% 0%• 0% 8°/a 01/16 0% a%. 0% 0°k 0% 0'k N. GY0 0% 00/a 00k a°k 074 (#°,4 0% 0°k. 09/. 0°ti' 0% "0°k' 0% 01k 0% 0%. Wed 1J6121 Mon 318121 Wed 310121 Mon 318/2'1 Mon 302a Thu 311a121 Mon 318/21 Mon 31612.1 Mon 318121 Thu 3111121 Mon 318121 Mon 318121 Mon 3rM21 Thu 3111121 Thu 3111121 Mon 342121 Mon 3l221211 'Mon 3122/21 Mon 3IW21 Mon 316121 Mon•3/8121 Wed 7/29/21 Wed 311712f 'Wed 3117121 Fri 3119121 Fri 4/9121 Fri 419121 'Fri 517121 Fit 5J712'1 Thu 311 E921 'Thu 3118121 Thu-3118121 Tue 313W21 Mon 3122121 Mon 3/22121 Thu 3J2SJ2i Fri 71.16121 Mon 3/22121' Mon 3122121 Thu W25121 Fri 4116121 Fri 11812.1 Tue 3421 Wed 311012.1 Wed 312412.1 Vved 31 i7121 Wed 3/24/21 Fri 3l19/21 Wed 3/16121' Wed 3117/21 Fri.3119/21 'Tue 3123121 Tue 319J21 Tue 3123121 Fri 3126121 Fri 311912i Fri 3i2612I Fri 412/21 Fri 412121 Fri 7123121 Wed 7121121 Thu 3111121 Wed 7121121 Fri 614121. Tue 3123121 Thu 4115121 Thu 4115121. Thu 818121 Tue 6111121 Fri 6/4121 Fri 4/2121 Mon 3129121 Mari 3/29121 Fri 412/21 Wed 7121121 1 ue, 416P21 Fri �V2121 Wed 7i21i21 Tue 716121 Wed 3/24121 Mon 41W21 Mon 4119121 F. 1 , , i i1 f A fl , � i 1 M r """ "^ •[ , , „ ,.., , 1 , �^1 = � , l—�1 r 65 66 70 71 72 81 82 84 83 94 95 96 a5 86 87 92 93 101 120 121 122 102 103 104 105 106 107 10a 123 124 125 126 136 137 138 139 140 141 142 143 Wed 9/23/20 Page-3 Firestone wn Hall SCHEDULE RLE: CD Master Bid Schedule &jFiWSEN PITTMAN EXPECT PRECISION ID Task Name ! Cal Dur 96 Comp 5tar#` Finish Qtr2 - Qtr3 1 Otr4 20211 r 2 qtr 3 Qtr 4 144 ! ( [ l [ [ 1�3 [ Q3 l ( 1� ( ! Fire sprinkler..gdd drops Trim fire sprinkler Mechanical Duct mains & branch Flex & GRO's Electrical/Fire Alarm Above oeiling rough in electricalffire atarrn Wall rough in eleWcalifire alarm Hard Ild lighting Build new electrical service Grid lighting Device electrical Trim electrigl bough Carpentry Backing Security Security tie into door frames & storefront Above ceiling rough insecurity Device &trim security IT Above ceiling rough in IT Build out OF Trim IT AV Above ceiling rough in AV Install AV equipment Painting Prime & 1 eoai Finish coat Grid & Specialty Ceilings Install ceiling grid Install ceiling the Millwork Casework Walltreatments Floor & Wall Coverings Carpet Tile Base Sealed floors Specialties 5D 5D' 5D SD 513 . 51) 51) 51) SD 5D 5D . 5D. 5D 50' SD so 5D 5D 5D' SD •5D 50 513' -5D so 5D 5D' 51) 5D SD 5D. 5D 5D 5D 51) 51) 5D 5D 5D 513 .513 5 days. 2-days- 67 days 20-days 6 days' 85 days 35 days 25 days' 4 days 12 days 12 days- 5 days 3 days' 16 days 10 days 82 days 5:days- 5 days, 4 days 52 days 7 days a days 5 days' 53 days 5 days: 3 days 36 days 10.days 8 days 20 days •8 days 5 days' 28'days 8 days 4d* 13 days `10 days 5 days. 3 days 1 day. 4days, 0%- 0% 0% 0°% 09, 0% O°lo: 0% 0% 09% 0% 0°% 0% 0°% 0% 0'% 0°% '0% 0°% 0% 0% 0% 0°% 0'% 0% 0% 6%. 0°% 0�c 0% 0°% 0°% 0°% 0°% 0°%. 0% 0% 0°% 0% 0% 0% Wed 6/16121 Fri 7021 Mon3122121 Man 312212.1 Wed 6116121 Mon 3122121 Mon'3122121 Man 3129121 Fri 4116121 Wen 612121 Wed 6IW21, Fn 7PN21 Fri 7116121 Fri 3126121 FA3126121 Tue 3130121 Tue 3130121 Mort 5110121 Tue 7120121 Mon 5110121 Mon 5/10121 Man 6/14/21 Fri 111&21 Mon 5110121 Mon 5/10121 . Wed 7/21121 Fri 5128121 Fri5128121 Fri'719121 Fri 114121. Fri 614/21 Fri 6125121 Man s114121 Mort 614/21 Mort 7/19121 Fri 712121 Fri 7=1 Fri 719/21 Mon 7/19/21 Wed 7121121 F67M6121 Tue 6122121 Tue 711i121 'Wed 6f23121 Fri-41161r2ll Wed 8123i21 Tue 7120/21 Fri 0.121 Fri 4130121 Wed 4121M Thu 81171121 Thu 6124121 Thu 7115121 Tue 7120121 Thu 418121 Thu 418121 Fri 7f23121 ItiIon 415f21 Fri W14121 Fri 7=121 Thu 712212i Tue 5116121 Wed 6123121 Thu 7122121 Fri 7123f21 Fri 5/14/21' Fri 7123J21 Tue 7120f21 Fri 6111121 Tue 7/20121 Thu 711121 Tue: 6115/21 Thu 711121 Thu 7122121 Wed 6123121 Thu'7/22121 Wed 7/21/21' Fri 7116/21 Thu 7116d21 Wed 7121121 Wed 7/21121 Wed 7121/21 � �. , saw � � fl r1_ , � r1 � i9 ' = 1 li � lr'I � Q 145 146 I 147 148 149 150 151 l 152 156 153 154 155 109 110 i 164 166 165 167 157 158 159 160 161 162 163 111 112 113 117 118 119 114 115 116 127 130 129 131 128 132 Wed 9/23/20 Page 4 Amk Firestone'Rwn Hall SCHEDULE FILE: CD Master Bid. Schedule MFMSEN' PITTMAN r:xaECY P14ensloN ID I� I Task Name Cal Our % Comp. 'Start Finish tr 2 Qtr 3 Qtir 4 2021 Q1r 1 Qtr2 QIr 3 Qtr 4. 134 Restmarn partitions & accessories Maker hoards; comers guards etc: - Acoustical treatments co ! Inspecdons & Close Out Cornmisioning Prepunch lb Archilectlowner punth. Final Inspections: Punch list corrections Fina! dean Contractor Contengency Tune Certificate,of occupancy 5D .5D 5D 5D "50 5D, 5D 5D 5D 51) 50 .50 3 days 3 days 2 days 65 days- 4 days 5 days 2 days 4 days 10 days: 2 days 30 days 1 day. 0%. '0% 0%, 0% 0%- 0%. '0% .0% 0°%. 0% '0% 01A' Fri 7/16121 Mon 7/19121 Mon 7110121 Fri 6118121 Fri 6116121 Mon'7126121 Mon 812/21 Mon.8021 'Wed 814121 Wed 8118121. Fri $16121 Man 9120/21 Tue W20121 Wed'7121121 Tue 7120121 Mon 9120121 Wed 6123121 Fri 7130121 Tue 813121 Thu 815121 Tue 8117121 Thu 8119121 Fri 9/17/21 Mon 9120121 , , , r I ,. 1 r 133 135 168 169 170 171 174 172 173 175 176 i r i i i I 0 i h - t Wed.9/23/20 Page 5 ImFRANSEN PITTMAN EXPE& PREC1516N EXHIBIT I Pricing Clarifications for Firestone Town Hall ibo% Construction Documents of Dra%rings Dated 07124/2020 September 14, 2020 Dildsig One This GMP is based on the 100% CD drawings and specifications dated 07/24/20 as generated by Halcyon 1. _Design. 2 The Contract excludes all utility development fees and all municipal development fees. 3 The Scope of Work excludes ail Hazardous material :sampling, testing and abatement. It is assumed that the structural engineer of record YAR provide all structural engineering, including providing structural services in accordance with 201.6 A1SC Steel Manual Isth Edition - Code of. Standard Practice For Steel Buildings and Bridges, Section 3.l and subsection 3.1.1 Option 1, and dint no structural engineering services will be required by Fransen Pittman. This guaranteed maximum price is not a line item guaranteed rnum price and cannot be treated as 5 such. hue to the everchanging COVID-19 pandemic there are potential risks and policies which are constantly shifting. We have nbf included additional money or schedule extensions far delays associated with G -inspections, supply chains, government shutdowns, outbreaks, etc.. Fransen Pittman is taking every precaution necessary to abide by the current government protocols and health. orders f6r both the safety and well-being of staff, subcontractors and Firestone Town Nall. 7 No costs have been carried Within the GMP associated with dry utility work or design work which includes gas, phone/data, cable, United PoA,er, gas meters, ee.) Site work city/townicounty/ state pulbic ROW work, stormwater work, utilities work, road work, site 8 stabilization, etc. perform ance .bonds, guarantees and warranty bonds are not included in this GMP and assumed to be by Owner All Taxes are excluded from this project per discussion with the Owner and Architect. This includes Use 9 Tax. We have an allowance of $150,000 in the 'case that the use Taxis not covered by the Exemption • Certificate. 1of15 FRANSEN PITTMAN EXPECT PR60SION September 14, 2020 Division Two 1. Dewatering is excluded from the Rase.Bid and, assumed as not needed. 2 A 1-Year Maintenance Agrmment is included in the Base Bid for. Landscaping. Due to possible damage from the Tilt -Up Concrete Crania to existing Asphalt and Concrete, allowances have been carried for Asphalt and. Concrete Patching. 4 No perimeter drains or fovndatibn drains have been included. 2of15 FRANSEN PITTM AN EXPIECT PRECISION Septeibber 14, 2020 Division Three 1=ransen .Pittman does not warrant slabs -on -grade end slabs cast an metal decking against cracking that 1 1011 affect the aesthetic characteristics of the floor: • 0 Specific requirements lirniting moisture or ph of concrete materials, including flow' -fill are excluded from Scope of Work. Special coatings and/or special floor preparations required for concrete due to moisture or ph conditions. are excluded from the Scope of Work. 3of1S FRANSEN PITTMAN ExPECY r,PSCISION September 14, 2020 Division Five 1 The Steel Subcontractor has carried an AllowAnce for Steel Embeds in or at the Tilt -Up Panels as the quantities _of these .items were not clearly defined. • 4 of 15 FRANSEN PITTMAN EXPECT PRECISION Division Six ] .Millwork subcontractor is not AWI or.FSC certified. • • September 14, 2020 5 Of is FRANSEN PITTMAN E)(09 T OREC151ON September 14, 2020 Division Seven Tlie Warranty for the Roofing is assumed as a standard 20-Year Warranty. The specified 25 Year Warranty is excluded. • Per the Specifications, the Metal .Edg-ing and Membrane Transitions call for a Drexel Metal SQcurEdge 400. 2 Our Rot)fer bas priced an in -:house product that meets the sa.me requirements as the Drexel Product. 6of15 FRANSEN PITTMAN EXPECT PRECISION September lei, 2020 Division Eigbt The storefront subcontractor.has carried Tubelite as the manufacturer of the storefront doors and 1. windows. • • We have a voluntary Alternate to funris . and install sunshades by Tubelite in lieu of the Architectural 2 Louvers specified. 7 of 15 FRANSEN PITTMAN EiPEcr PREeISION September 14, 2020 Division Nine Floor covering prices do 'not include special high moisture and/or excessive alkalinity adhesives or 'special 1. floor preparations. Fransen Pittman recommends level 5 finish drywall. Should the Contract Documents specify a lower 2 grade finish, Fransen Pittman cannot.guarantee a satisfactory final product as some irregularities may not be concealed, especially %ith the use of semi gloss bf.gloss sheens of paint and any wall covering type products. 3 An Allowance for Malor Floor Preparation has been carried at S15,00-0. The Exterior ,Canopy Columns are priced as Light Gauge Framing with a 4" Stone Veneer to mach the 4 .Veneer on Tilt -Up Panels. We changed Wall T_ ype A Rt Storage 118 into a Type G Wall so that it goes all the way to deck. Per the 5 Section detail, the ladder attaches to a full -height wall: We recommend all the walls in this Storage_ Room • be Full -Height. " 17� Any walls specified to extend full height are figured with a single piece of 2 0 ga deft ee'tion track T With 2-1/2" legs at the head of the all. No Fire -Track or slotted track has. been included. 7 An Allowance for Acoustical. Wall anti .Ceiling Treatments is being carried at S22,50Q as no design is. currently decided on. 8 of 15 FRANSEN PITTMAN EXPECT PRECISION Dix ision Ten ,i Display boards have been excluded from this price and carried by Owner. • • 2 The Montirnent Sign is excluded and carried under the owner, not Fransen Pittman. September 14, 2020 Code Required Signage solely is included in this Scope of Work. We have a voluntary Alternate for Signage. 3 at the Area of Refuge, Accessible Drinking Fountain, Accessible Entrances, and Fire Extingtiishers. 9of15 FRANSEN PITTMAN EXPECT PRECHS16N Division Eleven 1 AR Residential Appliances are .excluded and assumed as carried by Qvmer, J September .1.4, 2020 10 of 15 IsmFRANSEN PITTMAN. EXPECT PRECI514N Division Twelve 1 Window Coverings are priced as an Approved Substitue by Lu-Tek. • September 14. 2020 11 of 15 10 FRANSEN PITTMAN i XOS_ T PRer-ISIQN Division Thirteen I This Scope of work has been excluded in its entirety. 0 • September 14, 2.020 12 of 15 FRANSEN PITTMAN EXPIEC7 PRECISION Diuision Fourteen I This Scope, of wo*, has been excluded in .its entirety. • • September 14, 2020 13 of 15 FRANSEN PITTMAN EXPECT PRECiS1ON September 14, 2020 Division Fifteen The permanent heating/taoling equipnierit provided as part of the Scope of Work may be used by Fransen .Pittman for construction heating/cooling prior to Substantial Completion of the Project. Proper 1 equipment maintenance, as reeonn fended by the manufacturer, shall be implemented by fransen Pittman. The warranty .perlod on said equipment shall begin when. such equipment is put into use during construction. • • 2 Fire Sprinklers have been included .in the Base Price. A Fire Lisie is also included into the Building. Fire Hydrants have been excluded. A Dry Fire Sprinkler System at the Canpoy overhangs has been e-tcludetl from the Alternate Price as we assume it is not required by code. 4 A 1-Year Maintenance Agreement has been included in the Base. Price for the Mechanical Systems. 14 of 15 FRANSEN PITTMAN EXPECT PRECISION Diva&ipn Sixteen • • September 14, 2020 Fransen Pittman exclu des 'replacement of all light bulbs used.in permanent fixtures during construction _ 1 regardless of the. duration of use. However, all bulbs that are not working or are burnt out <tt the time of Substantial Completion will be replaced by Fran sen Pittman. 2 The Generator is priced as relocated from the existing To+n�n Hall. No measures a.re c.urrently in place for replacing this Generator at the existing Town mall Building. We only have the conduit and routing of the Mas it is shown/called out on the electrical Arawings. Card 3 Readers, LV Cabling, Security Camera and any head end systems for access control and security is by.other and not included in the GMP. 15 of 15 EXHIBIT J 40 FRANSEN FIRES? ONC TOWN HALL — 100% CEO 6NIP Gg PITTMAN F,KPRCr 00XCCM0N I'.U3.S1'til �f Aki • • PANE 1,fI lea, .V 1'�I11t1{ Ilt':tlIII'tCCnlNlrfav „tflt,l:�ln+i' teak IIIIli fII,S1 Itrglalaa.�tll�u �F. Hf"a Illli.["I,Ifi i-tlhlhl111 mvlSllOx42 SITfrWOR!€ I flcnrF,reltiitin& S 195,473.00 DyerCmisWetiun 5 E22,4[0.00 3 Dursri(eFkta{vling 5 140,42S.69 4 Deaver DiftNolki No HID -f � .,_rt Aaflllatf PIIY111jj _ �! 1 Rc'd woc striping S (r40.U11 S' _ Aggreptc lr#%.4Criec Nif Rl!) 3 AgpinlmSpecialt,ies NOIi11) 4 ColoradoAxplydl No "In 5 RnnaannSaml&Gruvel NO HID She ConenlpPavin i Tidal Cuxmw. aojm, S BG,278:39 x flh Riblwr 3 ROJl40,O1] 3 CnksrCalxa CunCrrtie S 89,Ft72.51 a JAR Cencnnv 10 nil) 5 Conns N Sufis NO 111V _6 K&SF.mcryirixr�. .... ,. NO AID 1, --Favlrunmcrtul Latulun_rks 5 1I1.66k110 :� I nnlllGbit Cunliar furs S 97,11198.00 'Tirrga'eq+is S 81; i71),;5 x 4 Sigingllilta NnflrD 5 CantitlidaWdFliVifioai NORID t FkarF.wavatiug 5 ISB,utl3Jli1 '1 Diamond c1p irmli ng b 137.713:00. S 3 Dumilu Fxem-acing 5 216,414533 r R&D P' i:line NO RED DMS1104-403 Ctinwaile HuildinbCvncrsee - JFI Cu!Icrcnr; Incompklc Biel X 140n f011uw-ap un arapC., z Total rtiunurrti5rnticc{ S 21$'m4fi,94 3 KR cou'rVIC Pi0811) 4, F&SFnIC(priacS No AID 5 RimItibimo S 249,234,00 6 CukuaCnpcsCaacnlc 3 244,734.23 _ . ,..TIIF-t)rP'anclf 1 Panel Nlamm s 384,075.00 7[ Already lim LOL _ BR Curi2rxlc NO 811) 3 LithkuCurmueiiug -NORlD mounry ! fdarlurch slams, $ 4134U.0n AJtt�t ced Sttteca Nn tilt] 3 ARCOCunr.•re{e 3 1,967'3 x i�fecuwllvnolwsand CulmoCtyr,;Skly 4 BigIWin Mastnny 'NO RID 5 Ai Ham Plawfing NO RID DI�'tS10N06 � - Stecl.. _................_ .._.... ,� _ _. S{naGludT ${CCI I Harlon-suppty 5 337J00e011 1 tngtrll aft-L irrc ifectudt.5 -. High Pldlrn 3d9,G:I(>.p0 3 D&F SIM S 344,100.00 4 PikkNPcuk NORIT) s Rana wdding NO RIO 6 Aekld0.vYund 1.4u+4r3 s 13,0).iaf x Sappy only • 0 swlsfO 4 .. . +Crxewurk: .:. .:' .& iW� F - l R¢adimaEt S 59.730.00 ,2 I.A'Wtiralunrks S 64 g04.00 3 Sunconslnlciiuit S 39,600,04 x A C,Ir,a tx ill Millwork NO HIT) UVISIQN07 51101rty►rP6trtll4ir R'a!_rrprnulinS, Fluid AF{rllLd Air &Mor, Fuluuhu un lntola[ian. Scutanr_a,_Exppmian I RSI 5 23,900.40 X Sunpstit SCllnnlA NO BID 3 tv TN _ _ NO 111111 — - 7fl_mal InMulu_lioll- 1 MATO 5 3,550.00 x RuufinS; n4Y;r1. FI k%hIr1WTrin, I R8.h1- 2 Frup1111,im C .S 400,24$,0A 3 A(rpntL4 ltagrrng NO HID 4 Grulrsa fiuirfin CIO RtD DIN1810,y 08 _ Doom FPamti 4 F wAviLm 7 Cglowdo I loo mrya - S I I2,R31;00 Supiily Only - - pe�ikCturrlCwt.OL� S 136,769,06 S,gy,l)•Only 3 Ardriaetun boo NO HID 5u0plyt5rrty 4 CullimMm S III;441r00 x Su{ojily0oly S 0itci.,11AL�4 r) ays Np HID. Insinll Only mow. Slurcrronl ani Mai.9 �_:_�.,,•"_... - 1 c"Itin0 Fdgv Mass S I7&.760.00 2 Kell Caryl GI0R4 S I4v,99#r,00 3 Cumrmiciul Clas's S 748,700,Ii0 x 4 'F.AI' Glass S 150.900M IIIV)SION�l19 ..x.. ` f7ol1111!! w yc, a �.�,- i'.r r,, •0 x ... .. . e...,. _.. ... FnlminwDly all 1 S. 265,404.00 . i/.rtp74' prhl lhwfune�v 4nwirnc L'i N,gP (l Yh'rr 2 DFLhIC s 277,47590 3 FoUil Cluk S m7 ,o5]0o X 4 I,anilyuiat ve).250.00 5 Fhm, 2 S, 29S,270.00 6 DiF�rsllfcd Rufldcrx S' 34d,717,00 7 D II FartiiimrA 3011.580.00 _ _ •..�,_„- I Iles rR NO ROD AIL Cvinmr<TcjSjFlours $ 92.70$,00 3 Conlowmial Flaaring S Ei5,731.04 x 4 (rrryl.4irmr S _ li9,Y30.00 1 A:it SiAutions 5 4,475,{I0 Y fLummtr Plourbygcmi5 _N0131A� 3_ 71,c An dr CvnCM1w: -NQ Rin 4 High Cuunvy Comings NO RID 5 Cancrrtc Vik6lA Non if) ! lnnuwlM1'e.fnhripra S (i4,771011 IlcunlnnJ AcrlusiirA S 64.750.00 3 IG170rAotsuStlLs S 5050.00 x 4 3RA1[aouiies NOnIE) Rtirdirrg — I Maxilnurp PAWL% 5 7q,70a.00 2 Phnsti 2 S fi3.45000 3 Luodyuist Amvcintl'/ S 57,025.00 4 P:rinlin5 i M S 55,97L,S.00 5 pats Paimin, S . 74.03000 • .7 0 r3rvlslow 10 spectaldtl Siytd 1 Fas,$Igiu 5 0.045.u© _ &l11 tatcrSibM No Illl] 3 AvAis Wnyligdittg 5 I,U}�,t10 X Sprciullits IToilcl Ace, Postal. She Fumishings>— I A"S S 2etiJ tH,ntl '— CalardduSlWalitics S 25.919.00 1 hyiuutii` ��CCitlltit'N $ 23377,00 4 sperinllic9cwtrfctin� _ � — AC Flug & Ruttncr 5 5.973.00 }C 2 Rarlty h1duatmn Flub S 7.420.00 3 Clutunn Fling S 8.557.00 All Aruund (tccYc:Iiiun NO Rif) $ t:ulvrndu$lrecilttlio 5 $71fiSW h i7 int€c 8 oriehh's S 6;7Tf,00 DIVISION II Tyufpincnt r)IYISIq\t i2rnlrlrin;e ts` 1 Wind Shim S 4,125DO I,it-i'ek $ R.F37.0�1 � Ay>ainmr_dSu_UlcfiHne Ruyal TCxIiFc S I{1,9y0.011 4 CCI Shading S 0.347.04 F)IVi5101V 13 6pidal t ottrlructlan ' DIYiS1DN 1l�lwuton _ FJIViS10N 15 Meclunlcul HVAC&Plumbing I Culomflu Mcultantcul -.HVAC and Plumbing 5 411524.00 2 Al4unla6i Airy HraGrtg and Fruaf Run®c Plttntbntg 5 375.247A0 - 3 Ate@Hewdngand ZnlrowPlumbing S 397,740,00 4 FrrmtirrHVACwidPlumbing ! e S 332.926.1311 A_litnnumrand UxdaieCklowemx _...�-- 2 tuhnson Cuninds S 43.167.00 X Ainndy )in Lpl, 3 Arupal.oc FifL S 45,00010 4 All PM Fire No B16 3 FrunticrFim 5 41.66100 DIVISION 16 Skiltrlcol I M F.19vem S 435,7$0,I110 x Alwady has LOI. Trident &cority 1'ur Fire Alarm; AM FkotiiL 5 41k250.00 3 hard O"itic S 437,738.00 4 HigplivintElcopic No nil) r,4 r ' F'RANSEN PITTMAN EXPECT PRECISION EXHIBIT' K Firestone Town Hall. — 100 CD GMP List of Allowances i. Asphalt Patching A. ,$20,000 2. Site Concrete Patching a. $15,660 3. Wind and Weather Protection Allowance a. $75;bob 4. Major Floor Preparation a. $i5,boo 5. Acoustical Wall and Ceiling Treatments ~t. $22,500 eaidwood JHL)) Winda(W office 1303) 783�3900 9563 South Kkigstan Court, Suite 200 office (970) 4f 0-5250 128 North Slh Stroot, Unit 0 fax 13031783.3939 Engfowood,CO80112 fax (303)783-3939 Winds9r.0080550 FRRMSENPITTMAN.COM RESOLUTION 20-93 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND THE ST VRAIN VALLEY SCHOOL DISTRICT RE-IJ FOR A JOINT SCHOOL RESOURCE OFFICER PROGRAM WHEREAS, the Town of Firestone ("Town") and the community are significantly impacted by the demands placed upon them to address incidents and situations directly or indirectly related to juveniles and schools; and WHEREAS, the problems of delinquency, alcohol and substance abuse, gang involvement and other youth related problems, which negatively affect the community and the schools, can best be addressed in a proactive and preventive manner; and WHEREAS, the Town and the St. Vrain Valley School District have jointly developed a School Resource Officer Program to provide a district wide school based approach to establish a positive relationship between students and law enforcement, and prevent delinquency, alcohol and substance abuse, and gang involvement by the community's youth; and • WHEREAS, such programs are recognized as being effective in developing positive relationships between law enforcement and students and decreasing delinquency. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Intergovernmental Agreement between the Town of Firestone and the St. Vrain Valley School District RE-IJ, for a Joint School Resource Officer Program, is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Intergovernmental Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thi&May of cdobcr,2020. TOWN OF FIRESTQNE, COLORADO - - Takk �� 44 - B i Sind ar Mayor • INTERGOVERMENTAL AGREEMENT BETWEEN TOWN OF FIRESTONE AND ST. VRAIN VALLEY SCHOOL DISTRICT RE-IJ FOR A JOINT SCHOOL RESOURCE OFFICER PROGRAM THIS AGREEMENT (this "Agreement") is made by and between TOWN OF FIRESTONE (the "Governmental Unit") through the police or sheriff's office, as applicable, and the ST. VRAIN VALLEY SCHOOL DISTRICT REM1J (the "School District"). WHEREAS, the Governmental Unit, the School District, and the community are significantly impacted by the demands placed upon them to address incidents and situations directly or indirectly related to juveniles and the schools; and WHEREAS, the problems of delinquency, alcohol and substance abuse, gang involvement, and other youth related problems which negatively affect the community and the schools can best be addressed in a proactive and preventative manner; and WHEREAS, the Governmental Unit and the School District have jointly developed a program to provide a school -based approach to the development of a positive relationship between students and the police and the prevention of delinquency, alcohol and substance abuse, and gang involvement by our community's young people (the "School Resource Officer Program"); and WHEREAS, such programs are recognized as being effective in the development of a positive relationship between the police, faculty, and young people and in the prevention of delinquency. NOW THEREFORE, FOR AND IN CONSIDERATION OF THE covenants and agreements below appearing, the parties agree as follows: I. SCOPE OF SERVICES To facilitate School Resource Officer Program, the Governmental Unit shall hire police officers to work in the School District's schools (the "School Resource Officers"). The School Resource Officers shall be assigned to work with the administration, faculty, and students on school sites located within the School District and identified on Exhibit A. An emphasis will be made to select secondary level sites (high school and middle school campuses) with the intention to continue services at the elementary level as resources allow. The School Resource Officers may perform functions including, but not limited to the following: tol . Assist school administration in the prevention and control of crime, delinquency, truancy, and disorder on the campus. 2. Conduct or assist in the investigation of offenses on campus. 3. Provide presentations and available educational resources in the following areas: alcohol and substance abuse, law related education, criminal justice system orientation, delinquency prevention, gang involvement and awareness, and community responsibility, for students, parents, and other groups associated with the school. 4. As requested by school staff, provide instructional resources for classroom presentations as time peiTnits. 5. Enforce federal and state statutes and municipal ordinances as appropriate. 6. Appear in court and assist in prosecution and other judicial processes as appropriate. 7. Assist in the coordination of efforts of other enforcement agencies on the campus. 8. Provide visible presence on the campus. 9. Assist campus supervisors with appropriate monitoring and enforcement in the parking lots and other grounds of the school. 10. Attend school -related functions during normal classroom hours, as well as nighttime hours to include attending social events, such as school dances and sporting events, etc., as regular duty hours. This will not replace security and off duty work already in place. If School District approves of overtime duty for School Resource Officers, the Governmental Unit will bill the School District separately for those services. 11. Contribute to the positive police -school -community relations efforts, especially as these efforts relate to students and parents. II. PROGRAM ADMINISTRATION A. EMPLOYMENT. The School Resource Officers shall be regular employees and certified police officers of the appropriate Governmental Unit police or sheriffs office. The officers will be subject to the ordinances, policies, procedures, rules, regulations, directives, and orders of the Governmental Unit and the appropriate Governmental Unit police or sheriff's office. The officers also will comply with the policies and regulations of the School District, to the extent that such policies and regulations are not in conflict with those of the Governmental Unit; are not in conflict with terms contained here or direction of the appropriate Governmental Unit police or sheriff's office; and are not in conflict with federal, state, or city laws. 2 B. SALARY AND BENEFITS. The Governmental Unit and the School District jointly fund the School Resource Officer Program. The School Resource Officers will receive salary and employee benefits and normally -issued equipment and supplies from the Governmental Unit, The School District agrees to pay its share for each officer as identified in Exhibit A on or before November 1 st of each year this Agreement is in effect. If, during the course of this Agreement, the number of School Resource Officers provided for in Exhibit A is reduced, the School District's obligation for funding School Resource Officers at 100% will be reduced prior to the School District's obligation to jointly fund the School Resource Officer's position with the Governmental Unit. C. SCHEDULE. The School Resource Officers will work a schedule consistent with Governmental Unit ordinances, policies, and procedures and subject to the Fair Labor Standards Act. Except as otherwise provided in this Agreement, during times when the schools are in session, the School Resource Officers will devote such officers' full shifts to the school calendar day, except for required duties such as court appearances. During the schools' summer vacation, spring break, holiday breaks, and on other days when the schools are not in session, and the officers are not involved in assigned school related activities, the School Resource Officers will participate in police department or school training, take accumulated vacation, compensatory, or holiday time off, or engage in prevention, enforcement, and other activities as assigned by the appropriate Governmental Unit police or sheriff s office. School Resource Officers will be able to take leave with the authorization of the appropriate Governmental Unit police or sheriff's office and with School District approval ensuring coverage at the school is present. In the event of an emergency, as determined by the appropriate Governmental Unit police or shefff's office, the School Resource Officers may be required to perform general police duties. The School Resource Officers shall attend in-service and specialized assignment training conducted by the appropriate Governmental Unit police or sheriff's office scheduled throughout the year. D. SUPERVISION. The School Resource Officers are subject to the appropriate Governmental Unit police or sheriff's office chain of command and are subject to the supervision and control of the Governmental Unit police chief, sheriff, or designee ("Police Supervisor"). Day-to-day supervision will be by assigned Police Supervisors. The assigned Police Supervisor will be responsible for maintaining contact with the principals, school administration, and their management staffs. The School Resource Officers will work closely with school administrators, and faculty to determine the most effective use of the officers' time and expertise, but shall not be subject to supervision or direction by the School District, its officers, agents, or employees. E. EXTRA DUTY. It is common that the School District requests assistance from the Governmental Unit to provide services at after-hours School District events. In such cases, the Governmental Unit may provide School Resource Officers or other officers to perform such duties. The following guidelines shall direct the conduct of all officers, School Resource Officers and non -School Resources Officers, while conducting extra duty assignments. The School District shall pay for extra duty support as set forth on Exhibit A. ] . Assignment of Officers. The Governmental Unit shall allow the assignment of • • otherwise off duty Governmental Unit police officers for the purpose of performing services for the School District. 2. Provision of Services. The following shalt apply to all services performed pursuant to this Agreement and to each officer assigned by the Governmental Unit in connection with such services: a. The officer shall be responsible for the enforcement of Governmental Unit ordinances and applicable laws, and activities related thereto. b. The officer's performance of services pursuant to this Agreement shall be deemed to be normal law enforcement functions undertaken in the regular course of the officer's assigned duties and shall be deemed to be within the performance of the officer's duties and the scope of the officer's employment with the Governmental Unit. C. The officer shall be under the supervisions and control of the Governmental Unit Police Supervisor. d. Unless the Governmental Unit Police Supervisor has approved an officer for plainclothes work, officers shall wear the official uniform and badge of the appropriate Governmental Unit police or sheriff's office and the badge shall be plainly visible. C. The officer shall be responsible for completing the appropriate reports and forms necessary to conclude an incident unless otherwise directed by the Governmental Unit Police Supervisor. f The officer shall at all times follow the ordinances, rules, regulations, and policies of the Governmental Unit and the appropriate Governmental Unit police or sheriff's office, and other applicable laws. g. The Governmental Unit Police Supervisor may authorize the use of Governmental Unit equipment by the officer when such use is determined by the Governmental Unit Police Supervisor to be in the best interests of the public safety and necessary to the assignment. h. For school -related functions (i.e., sporting events, prom, graduation, etc.) extra duty must be approved by the principal of the school requesting extra duty assignments; for extra duty assignments that extend the officer's normal duties, there must be prior approval from the School District Superintendent's office. F. PERFORMANCE APPRAISAL. The School Resource Officers' performance will be evaluated consistent with Governmental Unit policy and procedures by the assigned police supervisor, who will seek and accept input frorn the respective school principal or their designees. 4 • G. SELECTION. The School Resource Officer will be selected in a manner as agreed upon by the Governmental Unit's police chief or sheriff, as applicable, with input by members of the School District. H. VEHICLE. As necessary to the duties of the position, and subject to availability, the School Resource Officers will be provided on -duty use of a appropriate Governmental Unit police or sheriff's office vehicle. 1. LIABILITY COVERAGE. The Governmental Unit and School District shall exchange evidence of insurance showing general liability coverage for the School District and general liability and police professional coverage of the Governmental Unit in the minimum amount established by the Colorado Governmental Immunity Act for protection from claims for bodily injury, death, property damage, or personal injury which may arise through the execution of this Agreement, through the Governmental Unit's Risk Manager and the School District's Superintendent. Such evidence shall be approved by each recipient prior the commencement of this Agreement. Nothing set forth herein shall be interpreted to supersede the provisions of § 29- 5-101, C.R.S. and following, to the extent applicable, and such statute shall control in the event of a conflict between the statute and this Agreement. I TERMINATION. Either the Governmental Unit or School District may terminate this . Agreement without cause upon 30 days written notice. Upon termination, any funds provided by the School District for the services of a School Resource Officer under this Agreement that have not been provided as of the termination date, shall be returned to the School District. Upon termination, all services of a School Resource Officer provided by the Governmental Unit under this Agreement prior to the termination date that have not been paid for by the School District as of the termination date, shall be paid by the School District within thirty days of the effective date of termination of this Agreement. Notice shall be given to the Governmental Unit police chief or sheriff, as applicable, or the School District Superintendent as appropriate. K. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. Amendment of this Agreement may be made only iu writing and signed by the parties hereto. L. RELATIONSHIP OF THE PARTIES. It is mutually agreed and understood that nothing contained in this Agreement is intended or shall be construed as in any way establishing the relationship of co-partners or a joint venture between the Governmental Unit and the School District or as construing the School District, including its officers, agents, volunteers and employees, as an agent of the Governmental Unit or of construing the Govemmental Unit, including its officers, agents, volunteers and employees as an agent of the School District. The School District shall not represent that the School Resource Officers are employees or agents of the School District in any capacity. The School Resource Officers shall not represent that they are employees or agents of the School District in any capacity. The School Resource Officers shall remain solely employees of the Governmental Unit. 0 M. NO THIRD PARTY BENEFICIARIES. None of the terns or conditions in this Agreement gives or allows any claim, benefit, or right of action by any third person not a party 5 hereto. Any person other than the Governmental Unit or the School District receiving services or benefits under this Agreement is only an incidental beneficiary. Nothing in this Agreement shall be deemed as a waiver of immunity or liability granted to the Governmental Unit and the School District under the Colorado Governmental Immunity Act. N. COVID-19 PANDEMIC. a. As of the date of this Agreement, the COVTD-19 pandemic has caused several non-traditional scenarios for the operation of the School District's schools. Those scenarios range from fulltime online, to hybrid (half in-person/half online), to fulltime in -person instruction. How long each of these scenarios may last is unknown. The School District is working closely with state, county, and municipal health agencies to ensure compliance with all applicable rules and regulations related to the COVID-19 pandemic. Regardless of the scenario, educational services will continue at School District buildings. Those services may include, but are not limited to: i. teacher instruction (both in -person and online), ii. administrative operations, including in -person communications with . parents and community members, as well as, supervision of teachers and staff, and direct student interaction under different scenarios, iii. student testing for classes such as Advanced Placement, SAT/ACT, and state -required standardized tests, iv, breakfast and lunch distribution for eligible students, and v. iPad and technology distribution for students, faculty and staff. In light of these ongoing operations at the School District schools, it is necessary that the School Resource Officer Program continue during the COVID-19 pandemic even though students may not be at the schools during a traditional, 5- day per week schedule. b. The parties further recognize that, during the pandemic, the applicable Governmental Unit's police or sheriffs office may need additional flexibility in its scheduling and operational schedules to meet its internal agency needs. The Parties are willing to collaborate to ensure each Party's particular needs are met, with the following, minimum standards for supervision of School District schools: i. School Resource Officers will stay connected with their assigned schools. This may include daily check -ins with school administration, site -visits, increased patrols around specific schools, or otherwise, but the intent is to continue incorporating School Resource Officers in the culture and G 0 operations of their assigned schools to the greatest degree possible. ii. Maintain an immediate line of communication with each assigned school. To the extent a School Resource Officer is engaged in different duties as assigned by the Governmental Unit Police Supervisor, the School Resource Officer shall also be reachable by cellular phone or handheld radio during School District working hours, and must be authorized by the applicable Governmental Unit Police Supervisor to respond immediately to potential incidents at School District schools. iii. Finally, the Parties recognize that these_ are unique times and they pledge to work together, maintaining clear, transparent, and free communications at the highest levels between and among agencies and he School District to ensure the safe and securiof all School District students, teachers, administrators, and staff. W" TERM OF AGREEMENT The terra of this Agreement shall be July 1, 2020, through June 30, 2021. This Agreement may be renewed each year for one additional year upon written certification by each party that funds sufficient to pay the respective expenses of the Governmental Unit and the School District for any additional year have been authorized by the Governmental Unit and the School District respectively. The respective costs for the Governmental Unit and the School District for each school year will be detailed in a new Exhibit A for each additional school year. IV. NUSCELLANEOUS A. PRESERVATION OF IMMUNITY. Nothing in this Agreement shall be construed: (i) as a waiver by either party of immunity provided by common law or by statute, specifically including the Colorado Governmental Immunity Act, Section 24-10-101, et serf., C.R.S., as it may be arnended from time to time; (ii) as creating an assumption of any duty or obligation with respect to any third party where no such duty previously existed; or (iii) as creating any rights enforceable by such third parties, B. INFORMATION SHARING. The appropriate Governmental Unit police or sheriff's office, the School District, Boulder County District Attorney's Office, Boulder County . Juvenile Probation, Boulder County Department of Social Services, Boulder County District 7 • Attorney's Office, and other governmental agencies have entered into a juvenile information exchange agreement and agree to abide by and share information that is in accordance with Colorado State law, C.R.S. § 19-3-303, that mandates the sharing of information between these separate agencies when dealing with delinquency, dependency, and neglect cases. C. GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Boulder County, Colorado. D. NO WAIVER. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Governmental Unit or the School District shall not constitute a waiver of any of the other terms or obligation of this Agreement. E. NOTICE. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class U.S. Mail to the party at the address set forth below: To School District: Superintendent 395 South Pratt Parkway Longmont, CO 80501 To Governmental Unit: Town of Firestone 2 Park Avenue Firestone, CO 80504 F. SEVERABILITY. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. ASSIGNMENT. Neither this Agreement nor any of the rights or obligations of the parties shall be assigned by either party without the written consent of the other- H. NON-APPROPRIATION/TABOR. The parties understand and acknowledge that the Governmental Unit and the School District are subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The parties do not intend to violate the terns and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi -fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, any payment obligation of the School District is expressly dependent and conditioned upon the continuing availability of funds beyond the term of the current fiscal period ending upon the next succeeding June 30. Financial obligations payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise inade available in accordance with the rules, regulations, and resolutions of the School District, as applicable, and other applicable law. Notwithstanding any other provision of this Agreement concerning tennination, upon the School District's failure to appropriate such funds, this Agreement shall automatically teiminate. • L BINDING ARBITRATION PROHIBITED. Neither party agrees to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. J. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. School District or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Governmental Unit hereby certifies and warrants that, during the term of this Agreement and any extensions, Governmental Unit has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the School District determines that Governmental Unit is in violation of this provision, the School District may exercise any and all remedies available at law, in equity, or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. K. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. School District _Board _Policy _GBEA. The signatories aver that to their knowledge and without prior approval of the School District's Board of Education, no employee of the School District has any personal or beneficial interest in the service or property described in this Agreement. Governmental Unit has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Govermnental Unit's services and Governmental Unit shall not employ any person having such known interests. L. STUDENT DATA PRIVACY. 4§22-16-101 et seq., C.R.S. Governmental Unit agrees that any data given to it by the School District in order to perform its obligations under this Agreement (i.e., student personally identifiable information, demographic data, financial data, etc., collectively referred to herein as "Confidential Data"), whether provided though electronic transfer or on physical drives, remains the sole property of the School District. Governmental Unit shall maintain the Confidential Data in the strictest confidence consistent with, and shall comply with, the Colorado Student Transparency and Security Act (in particular § 22-16-108 through 110, C.R.S.), Children's Online Privacy Protection Rule, and the Federal Education Rights and Privacy Act, Any discovery of Confidential Data by Governmental Unit in the ordinary course of business shall remain confidential and shall similarly be maintained in a manner consistent with all Colorado and federal laws. Confidential Data shall not be passed, transported, or otherwise moved outside the School District networks, Governmental Unit's secure data transmission site, or off School District property without written approval from the School District's Chief Technology Officer. Confidential Data stored on School District equipment shall not be duplicated or transferred to a different media without the School District's express written consent. Changes to Governmental Unit's practices, privacy policy, or end user license agreement that conflict with existing Colorado or federal laws and material breaches that involve the misuse or unauthorized release of Confidential Data may result in immediate termination of this Agreement. 0 1. Data Transparency: Governmental Unit shall provide clear information that is • understandable by a layperson explaining the data elements of the Confidential Data that Governmental Unit collects, the learning purpose for which Governmental Unit collects it, and how Governmental Unit uses and shares it. The information must include all Confidential Data that Governmental Unit collects regardless of whether it is initially collected or ultimately held individually or in the aggregate. Governmental Unit shall provide the information to the School District in a format that is easily accessible through a website. Governmental Unit shall update the information as necessary to maintain accuracy. Governmental Unit shall provide clear notice to the School District before making material changes to its privacy policy for school services. Governmental Unit shall facilitate access to and correction of any factually inaccurate Confidential Data by the School District in response to a request for correction that the School District receives and responds to in accordance with section 22-16-112(1)(c), C.R.S. Upon discovering the misuse or unauthorized release of the Confidential Data held by Governmental Unit, a subcontractor of Governmental Unit, or a subsequent subcontractor, Governmental Unit shall notify the School District as soon as possible, regardless of whether the misuse or unauthorized release is a result of a material breach of the terms of this Agreement. 2. Use of Confidential Data. Governmental Unit shall not: Sell the Confidential Data; except that this prohibition does not apply to the purchase, merger, or other type of acquisition of Governmental Unit, or any assets of Governmental Unit, by another entity, so long as the successor entity continues to be subject to the provisions of C.R.S. § 22- 16-101 et seq. with respect to the Confidential Data that Governmental Unit acquired while subject to the provisions of C.R.S. § 22-16-101 et seq.; b. Use or share Confidential Data for purposes of targeted advertising to students; or c. Use Confidential Data to create a personal profile of a student other than for supporting purposes authorized by the School District or with the consent of the student or the student's parent. Notwithstanding any provision of C.R.S. § 22-16-101 et seq. to the contrary, Governmental Unit may use or disclose Confidential Data to: 18 a. Ensure legal or regulatory compliance or to take precautions against 10 • liability; b. Respond to or participate in the judicial process; c. Protect the safety of users or others on Governmental Unit's website, online service, online application, or mobile application; or d. Investigate a matter related to public safety. If Govermnental Unit uses or discloses Confidential Data as allowed above, Goverrrznental Unit shall notify the School District as soon as possible after the use or disclosure of the information. Governmental Unit may use or disclose Confidential Data to a subcontractor only if Governmental Unit contractually requires the subcontractor to comply with C.R.S. § 22-16-101 and following. The provisions of this paragraph apply to the ability of an initial or subsequent subcontractor to further subcontract. If the School District determines that an initial or subsequent subcontractor has committed a material breach of this Agreement that involves the misuse or unauthorized release of Confidential Data, the School District shall comply with the requirements of section 22-16-105(5) (a) or 22-16-107 (2) (a), as applicable; except that the School District is not required to consider terminating this Agreement if Governmental Unit terminates this Agreement with the subcontractor as soon as possible after Governmental Unit knows or has reason to know of the initial or subsequent subcontractor's material breach. A student may consent to the use, sharing, or retention of the student's Confidential Data only if the student is at least eighteen years of age or legally emancipated. 3. Confidential Data Security and Destruction. Governmental Unit shall maintain a comprehensive information security program that is reasonably designed to protect the security, privacy, confidentiality, and integrity of the Confidential Data. The information security program must make use of appropriate administrative, technological, and physical safeguards. During the term of this Agreement between Governmental Unit and the School District, if the School District requests destmetion of a student's Confidential Data collected, generated, or inferred as a result of this Agreement, Governmental Unit shall destroy the information as soon as practicable after the date of the request unless: a. Governmental Unit obtains the consent of the student or the student's parent to retain the student's Confidential Data; or Isb. The student has transferred to another public education entity and the 11 • • receiving public education entity has requested that Governmental Unit retain the student's Confidential Data, Following the teimination or conclusion of this Agreement between Governmental Unit and the School District, Governmental Unit shall, within the time period specified in this Agreement, destroy all Confidential Data collected, generated, or inferred as a result of this Agreement. If this Agreement does not specify a period for destruction of the Confidential Data, Governmental Unit shall destroy the information when the information is no longer needed for the purpose of this Agreement between Governmental Unit and the School District. Governmental Unit shall notify the School District of the date upon which all of the Confidential Data is destroyed. M. ALTERNATIVE DISPUTE RESOLUTION. In the event of any dispute or claim arising under or related to this Agreement, the parties shall use their best efforts to settle such dispute or claim through good faith negotiations with each other. If such dispute or claim is not settled through negotiations within thirty (30) days after the earliest date on which one party notifies the other party in writing of its desire to attempt to resolve such dispute or claim through negotiations, then the parties agree to attempt in good faith to settle such dispute or claim through mediation conducted by the Judicial Arbiter Group ("JAG") of Denver, Colorado or, if JAG is no longer in existence, or if the parties mutually agree otherwise, then under the auspices of a recognized established mediation service within the State of Colorado. Such mediation shall be conducted within sixty (60) days following either party's written request therefor. If such dispute or claim is not settled through mediation, then either party may initiate a civil action in the District Court for Boulder County. N. ATTORNEYS' FEES. For any dispute arising from or related to this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs whether or not legal proceedings are instituted. O. AUTHORITY OF PARTIESISIGNATORTES. Each person signing this MOU represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this MOU. Each party represents and warrants to the other that the execution and delivery of the MOU and the performance of such patty's obligations hereunder have been duly authorized and that the MOU is a valid and legal agreement binding on such party and enforceable in accordance with its terms. (Remainder of page intentionally left blank; signatures appear on following page.] 12 • Executed thisday of',�_P�j� T 52020. GOVERNMENTAL UNIT BdWi Sinde . , Mayor Town of Firestone A, - ATTEST: • _'►i• "INI • J NTAL AS TO Dr. Don Haddad, Superintendent of Schools, St. Wain Valley School District ATTEST: SECRETARY 13 • • • EXHIBIT A School Resource Officer Compensation A. School Year This document is an exhibit to the INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND THE ST. VRAIN VALLEY SCHOOL DISTRICT RE-1J FOR A JOINT SCHOOL RESOURCE OFFICER PROGRAM and applies to the school year August 2020 through May 2021. B. School Sites School District school sites involved in the School Resource Officer Program shall be determined prior to the start of each school calendar (August -May) and should include School Resource Officer ("SRO") staffing expectations. School sites chosen for the 2020-21 school year are: Prairie Ridge Elementary I 1 SRO Centennial Elementary Coal Ridge Middle School SRO support upon request at Middle/Elementary schools C. Compensation by School Year 1. 2020-21 School Year. For the 2020-21 school year, School District shall pay to the Governmental Unit the below listed costs as its portion of the 2020 salaries of the SROs for the schools identified in paragraph B above: 1 SRO at 50% of 9 months 2020 salary = $31,825.60 Annual Salary = $82,201.60 Total Payment for 2020 school year = $31,825.60 2. Extra Duty Pats. Salary costs for the first officer assigned to perform extra duty services for a function will be covered by the appropriate Governmental Unit police or sheriff's office. For school -related functions (Le., sporting events, prom, graduation, etc.) extra duty must be approved by the principal of the school requesting extra duty assignments. For extra duty assignments that extend the officer's normal duties, there must be prior approval from the School District Superintendent's office. For each additional officer assigned to the School District for 14 • C7 n LJ extra duty coverage, the School District will remit to the Governmental Unit a sum equal to $59.28 per hour of the assignment. Said payment will cover the applicable rate of compensation to the officer plus the Governmental Unit's additional costs, including but not limited to overtime compensation, payroll taxes, and other benefits and costs. B • CERTIFICATION OF AVAILABLE FUNDS Executed this —Zog'_ day of20_&) I hereby certify that the School District has budgeted sufficient funds to pay its respective costs for the School Resource Officer Program for the school year identified in paragraph C above. SCHOOL DISTRICT Dr. Don Haddad, Superintendent of Schools 0 St. Wain Valley School District I hereby certify that the Governmental Unit of the Town of Firestone did budget sufficient funds to pay its respective costs for the School Resource Officer Program for the school year identified in paragraph C above. I further represent that the appropriate Governmental Unit police or sheriff's office, as applicable, obtained sufficient funding in its 2020-2021 budget to pay its respective costs for the ,School Resource Officer Program. OF Bobbi Sindelar, Mayor Town of Firestone 0 16 0 RESOLUTION NO.20-102 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND MCCi LLC FOR RECORDS MANAGEMENT SERVICES WHEREAS, the Town of Firestone ("Town") is in need of records management services; and WHEREAS, the Town selected MCCi LLC as a sole source provider as it was the only entity that offered records management software that included workflow automation, which is a service that improves the Town's administrative efficiency as it creates and populates forms for matters such as public records requests. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Professional Services Agreement between the Town of Firestone and MCCi LLC for records management services is approved in substantially the same form as the copy attached . hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thiA�t v r020. �oWN TOWN OF F STO , COLORADO 1� O n p obi Sind , Mayor It CN4�... ATTEST: ess' a Koenig, CMC, To lerk APP VED AS William P. 1fayashfVwn Attorney • • C7 RESOLUTION NO.20-94 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND BOHANNAN HUSTON INC FOR A TRANSPORTATION MASTER PLAN WHEREAS, the Town of Firestone ("Town") is in need of professional services to develop a Transportation Master Plan for the Town which will guide and address the Town's current and future transportation needs; and WHEREAS, Town staff solicited bids for such services and selected Bohannan Huston Inc as the lowest responsive qualified bidder. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Bohannan Huston Inc for a Transportation Master Ilan is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this+3day of C wUGr2020. ATTEST: Koenig, CMV', Tbkvn Clerk A RO D AS O FO illia7f. Hayashi, Town Attorney OF , Mayor COLORADO • AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this day of off 2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and BOHANNAN HUSTON, INC., an independent contractor with a principal place of business at 9785 Maroon Circle, Englewood, Colorado 80112 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Transportation Master Plan (A2020.9903).' • B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. • II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor $121,370. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. Page 1 of 10 FIRESTONE c 0 L 43 K A o 0 0 IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The . Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. L� If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately,'are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. Page 2 of 40 FIRESTONE S Vll. INSURANCE • A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2, Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3, Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect The certificate shall identify this Agreement. VI l I. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. Page 3of10 FIRESTONE • B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5- 102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification, 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all . employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. is 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C,R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who Page 4of10 FIRESTONE perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto, X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. • G. Modification, This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Towns legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Sublect to Annual Appropriation . Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. Page 5 of 10 FIRESTONE • IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. J/�� TO N OF FIRESTONE, COLORADO .N.... k^r G 1 Bobbi Sindeiar, Mayor ATTEST: c�U J ss a Koenig, Town Cl AAROA) AS TO FOR WllllaniVWayashi, Town Attorney • CONTRACTOR: BOHANNAN HUSTON, INC. Denise Aten, Senior Vice President Page 6 of 10 FIRESTONE C U L 17 It A U U i EXHIBIT A SCOPE OF SERVICES Contractor's Duties During the term of this Agreement, Contractor shall perform the following duties, as directed by the Town: Task 1: Project Management, Public Outreach, and Coordination: • Conduct a project kickoff meeting with appropriate Town staff to review and discuss all work tasks, technical approaches, and work products and to determine details of a public outreach plan. • Conduct regular progress meetings approximately monthly to provide updates on the progress of the plan. Conduct a public meeting during the planning process to inform the community about the goals of the TMP and better understand community values and vision with respect to transportation. • Participate in a workshop with the Town Board to understand their desires for the community and to keep them informed of the progress that is being made and the issues that are being addressed. • Coordinate with other entities such as the Denver Regional Council of Governments (DRCOG), Colorado Department of Transportation (CDOT), Weld County, and St. Vrain Valley School District as appropriate throughout the planning process. • Present the final transportation plan to the Town Board for adoption. Deliverables: • o Project schedule o Public meeting o Board workshop o Meeting agendas and minutes Task 2: Existing Conditions: • Create a multimodal inventory of all existing transportation facilities. • Compile inventory data for roadways with a functional classification of collector and higher including existing bicycle and pedestrian facilities. Such data shall include roadway laneage, sidewalk/trail locations, right-of-way, traffic volumes, historic traffic growth patterns, speed limits, and traffic control devices. • Up to 15 traffic volume counts plus 5 intersection turning counts. • Review relevant previous regional and Town studies, including the Town's Comprehensive Plan, Parks, Open Space and Trail Master Plan, and corridor plans for CDOT, and adjacent communities and counties. • With the input of Town staff and the Firestone Police Department, identify known safety concerns. Compile crash records from the Town, CDOT and Weld County. Deliverables: o Technical Memorandum which describes the current condition of the transportation system and potential areas of concern. Task 3: Travel Demand Model: Using the DRCOG travel demand model along with land use assumptions from the Town's Comprehensive Land Use Plan and current traffic counts, develop traffic forecasts within the Town's growth area. Page 7of10 FIRESTONE • • Develop two travel demand scenarios: a 2045 scenario and a buildout scenario. Task 4: Transportation Planning: • Using the existing inventory and travel demand model, identify potential improvements and alternatives for the Town's future transportation system. • Identify existing gaps or inadequacies in the Town's existing transportation system. • Using the travel demand models, identify improvements and alternatives to the Town's Transportation system including roadway widening, road classifications, future connections, and potential arterial and collector corridors. • Review the Town's existing road cross -sections and right-of-way widths and update as needed to meet future vehicular, bicycle, and pedestrian needs. • Develop an implementation plan for the phasing (short-term, mid-term, and long-term) and funding of the improvements needed. The implementation plan shall identify triggers for implementation of priority improvements such as traffic volumes and population growth, and will identify opportunities with other public agencies and private entities to fund the needed improvements. Cost estimates for said improvements shall also be provided along with potential funding sources. Deliverables: o Provide five (5) copies and an original electronic version of a Draft Transportation Master Plan. o Board workshop to receive input on the draft report. Task 5: Final Report: Prepare a draft Transportation Master Plan and Report that provides clear direction for the Town's transportation vision, goals and needs, and provides an implementation plan to achieve those. • . Provide updated road cross -sections and right-of-way widths to be incorporated into the Town's Standards and Specifications. • Based on Town input, provide a final Transportation Master Plan and Report to be presented to the Town's Board for adoption. Deliverables: o Provide five (5) copies and an original electronic version of a Final Transportation Master Plan. o Board presentation for Master Plan adoption. • Page 8 of 10 FIRESTONE 0 K] � 0 EXHIBIT A Bohannan Huston Firestone TMP Proposal Cost Task 1 Prolect hlana3cment Coordination Kick -Off Meeting Public Meeting Town Board Workshop S%ALholder Coordination Town Dowd Final Presentation Idont€(y Goals and objcrt€ves Data calteetion Review of existing plans Inventory (roadvrayf mult(modal) 3 Travel Demand Alodeling Coordination on Travel Demand Model Travel Demand Modeling- W5P;2 scenariosi 4 Transportation Planningand Analysis Identity gaps and deficient€es Develop recommendations Implementation plan cost Estimates Develop dasign standards 5 Tr*nVoriation MostA�i Pl9n F€nallae design standirds jvop s secUon5 Draft MTP FimlI MTP Labor Subtotal Fspenses _ y _ Production and Meeting Materials Fxpenses Subtotal Project Total (excluding applicable tax( Mon Hours Cost 40 $7,300,00 14 $2,36D.00 52 $7.140.00 18 $2,900.00 20 $2,980,00 8 $1,3DD,00 24 $3,420.00 Task ITotal 176 $27,400_00 l5 $1,70U,00 66 59,410,40 Task 2 Total 1.01 $1i,390.00 36 $5.120.00 112 $10,000.00 Task 3 Total t48 $25,120.00 fiG $7.740.00 56 $7,280.00 44 $5,)30100 17 $3,540.00 34 $4.130,00 Task 4Total 217 $2.6,020.00 19 $2,4D0.00 109 $ L2,550.90 45 $5,94i oo Task 5 Total 173 $20,940.00 815 $112,870.00 $1,500.00 is $114,370.00 Page 9 of 90 FIRESTONE i EXHIBIT A • Bohannan l Huston BOHANNAN HUSTON, INC. FEE SCHEDULE HOURLY RATES JULY 1, 2019 # 2 3 4 5 $ 7 ENGINEER CItiU, Sirudmi, Mechanical, Elechleal $100 $115 $135 $156 $175 $215 $240 SURVEYOR 5100 $116 $133 $156 $175 $215 $240 TECHNICAL_ MANAGER FT, GIS, Spatial Bela, Conatruciron, Prgecl Wnager $100 $115 $135 $105 $175 $215 $240 PLANNER Co nwnliy, Transporlallon $05 $100 $120 $135 $1io $190 $230 SOFTWARE DEVELOPER $100 $126 $150 $176 $200 $225 $250 GIS PROFESSIONAL Geographic In'lomiation Sysierns $90 $100 $115 $130 $145 $180 $210 TECHNICAL, CONSULTANT IT & CADD consulting $90 $110 $125 $135 $145 $155 $175 TECHNICAL SPECIALIST Engmaering Tech, Survey Tech, GeospatlalArtalyst, Graphics Specialist $72 $77 $02 $92 $102 $110 $135 CONSTRUCTION OBSERVER $70 $75-- —$80 S90 $105 $#20 $160 MATERIALS TECHNICIAN Feld and l.eberotcry Kxtcrials Testing $55 S65 $TO $TO $05 $105 $125 ADMINISTRATIVE PROFESSIONAL Admicfslrsliva, Iltarke:ing, Technical Wrtling $105 $115 $128 $140 $160 $210 $235 ADMINISTRATIVE ASSISTANT $55 $65 $75 565 $85 $105 $120 Plotting, Printing, and Binding — As invoioed at cost of labor and materials Courier 1 Delivery Service —As Invoiced by provider. Mileago — Two -Wheel Drive Vehicle rate as published for the IRS Standard Killeage Rate. Four-Wheol Drive Vohide rate is tho IRS Standard Mileage Rats talus $0.10 par milo. Per Diem f Travel — Field personnel in accordance Wth the latest GSA Schedule based on location of service. Off0e I Pscfee.5ional staff travel Grit.%, meals and Ivdging vqU be billed at OW. Survey Equipment Citarge—$25.001Hour, Survey Material Charge—$?.,9NHour Export Witness A Rates shall be negotiatdd based art Ro "uiruments of lhu contract with a minimum of four hours %-hille in court. Other Direct Project Expenses — At Cost. Overtime — Performed upon requesi of the Ghent; will be invoiced at 1.30 times the standard hourly rate_ Applicable Gross Receipts or Sales and Use Tax — Added to all fees charged for professional services unless they are exempt and official documentation is on fie %41h Dchannan Huston, Ina. Page 10of10 FIRESTONE 0 RESOLUTION NO.20-95 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND CENTENNIAL ARCHAEOLOGY LLC FOR A CLASS III PEDESTRIAN AND CULTURAL INVENTORY OF THE TOWN OF FIRESTONE'S INJECTION WELL PAD AND ASSOCIATED FACILITIES SITE WHEREAS, in accordance with the Environmental Protection Agency ("EPA"), the property encompassing the Town of Firestone Underground Injection Well site is within a 658.6 acre Area of Review ("Area"), which in accordance with the Colorado State Historic Preservation Officer ("CSHPO") requires a cultural resources inventory; and WHEREAS, Centennial Archaeology, on behalf of the Town of Firestone ("Town") completed a Class I analysis of the majority of the Area in 2019; and WHEREAS, as approximately 270 acres of the Area is undisturbed, the Town in accordance with CSHPO's requirements, must conduct a Class III pedestrian and cultural resource inventory of such locations; and WHEREAS, Centennial Archaeology, having performed the Class I analysis, is uniquely qualified and well positioned to perforin the Class III pedestrian and cultural inventory as a sole source provider. i NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Centennial Archaeology LLC for a Class III Pedestrian and Cultural Inventory of the Town of Firestone's Injection. Well Pad and associated Facilities site is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 14th day of October, 2020. ��s�oNE TOWN OF FIRESTONE, COLORADO NO ¢ B bi Sin r, Mayor ATTEST: ca Koenig, CMC T,@o Clerk AMRO D AS TO F RM: WilliatYlY Hayashi, Town Attorney • AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEME T FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this day of V-, 2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and CENTENNIAL ARCHAEOLOGY, LLC, an independent contractor with a principal place of business at 300 E. Boardwalk, 4-C, Fort Collins, Colorado 80525 ("Contractor") (each a "Party" and collectively the "Partles"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: St Vrain WTP Injection Well (W2020-9526). • B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor $26,325.00. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Contractor may submit • periodic invoices, which shall be paid by the Town within 30 days of receipt. Page 9 of 9 • IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law, The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," . Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. To the extent such work identifies prehistoric native American sites the Town shall in accordance with the State Historic Preservation Officer's regulations deem such information confidential and not subject to disclosure under the Colorado Open Records Act (C.R.S, 24-72-200.1 et seq.) If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR • Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain Page 2 of 9 FIRFRUNI: . at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. VII, INSURANCE A, Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2. Commercial General liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor, Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vlll. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any • officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability Page 3of9 I:IR9:ITnMi: • under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 93-50.5- 1 02(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work . under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement, D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by • the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. Page 4 of 9 . E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. B. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. • F. Severability. if any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G, Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. ment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. Page 5 of 9 0 L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. • IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. T N OF FIRESTONE, COLORADO Bobbi Sindeiar, Mayor CENTS NIAL RCHAEOLOGY, LLC By: Christopher C. Kinneer, Vice President Page 6 of 9 FIRFSTONF • • NO EMPLOYEE AFFIDAVIT To be completed only if Contractor has no employees 1. Check and complete one: ❑ I, am a sole proprietor doing business as I do not currently employ any individuals. Should I employ any employees during the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the lawful presence verification requirements outlined in that Agreement. OR ❑ I, , am the sole owner/member/shareholder of a [specify type of entity — i.e., corporation, limited liability company), that does not currently employ any individuals. Should I employ any individuals during the term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements outlined in that Agreement. 2. Check one. ❑ I am a United States citizen or legal permanent resident. The Town most verify this statement by reviewing one of the following items: ■ A valid Colorado driver's license or a Colorado identification card; ■ A United States military card or a military dependent's identification card; A United States Coast Guard Merchant Mariner card; �► A Native American tribal document; ■ In the case of a resident of another state, the driver's license or state -issued identification card from the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance of the identification card; or Any other documents or combination of documents listed in the Town's 'Acceptable Documents for Lawful Presence Verification" chart that prove both Contractor's citizenship/lawful presence and identity. OR ❑ I am otherwise lawfully present in the United States pursuant to federal law. Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement ("SAVE) program, and provide such verification to the Town. Signature Date Page 7 of 9 ��QI�eTnw� • DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program I, , as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature • STATE OF COLORADO ) ss. COUNTY OF } Date The foregoing instrument was subscribed, sworn to (or affirmed) before me this _ day of 2020, by as of My commission expires: (S E A L) • Notary Public Page 8 of 9 . EXHIBIT A SCOPE OF SERVICES Contractor's Duties Town: • During the term of this Agreement, Contractor shad perform the following duties, as directed by the • See attached Scope of Work and Assumptions provided by Centennial Archaeology, LLC Page 9 of 9 �iR�ernu� 300 E. BOnlu>wALK. 4-C, FONT COLLINS, CO 80525 1 PHONE 1�970-225-6575 1 FAX 1-970-225-6577 E WWw.CENTENN1ALAKCHnEOLOGY.COM CLASS III INVENTORY OF AN INJECTION WELL PAD AND ASSOCIATED FACILITIES FOR THE TOWN OF FIRESTONE IN WELD COUNTY, COLORADO Submitted to the Town of Firestone — Public Works Director September 18, 2020 _Scope of Work .and Assumptions • The Town of Firestone is developing infrastructure to fill and discharge from a gravel pit lake that has already been constructed. Among the various facilities is an injection well. To meet the permitting requirements of the Environmental Protection Agency (EPA), an area surrounding the project components was previously identified as the Area of Review. • The EPA Area of Review is a single parcel encompasses 658.6 acres. However much of this . area has been completely disturbed by gravel pits, the construction of reservoirs and roads, and housing developments. All of the remaining areas exhibit lesser disturbance related agriculture. • Following correspondence with the Colorado State Historic Preservation Office (SHPO) the EPA Area of Review was accepted as the formal Area of Potential Effect (APE) by the SHPO. Therefore the term APE will be used going forward to indicate the area where cultural resource inventories are required. • Centennial Archaeology LLC (Centennial) completed a full Class I analysis the vast majority of the APE in 2019; however, a small portion of the current APE along the southeast boundary was not included in the 2019 Class I analysis. That investigation identified one previously documented site (5WL1408), a historic ranch/farmstead and numerous undocumented ditches, trails. • Centennial Archaeology LLC (Centennial) proposes to conduct a Class III pedestrian inventory and cultural resource documentation within the 658.E-acre APE. • As previously mentioned, much of the APE is completely disturbed and pedestrian inventory will not be completed within these areas. Using aerial imagery to determine areas of 100% disturbance, allows for an approximate calculation of 270 acres where pedestrian survey will be accomplished. • And updated Class I (literature review) analysis of the APE will be completed to determine if there are changes in the records since the previous Class, and to investigate the areas that lie outside the 2019 Class I boundary. • Class III pedestrian inventory in Colorado requires transect spacing of no more than 15 meters. Therefore, the study area will be inventoried with sweeping transects throughout entire lot at . 15 m intervals. • • All resources (archaeological and historical) that are over 50 years in age will be documented on appropriate Site Forms and that a cultural resources technical report appropriate to the type of resources found will be prepared. • A total of six (6) known cultural resources will require documentation. These include site 5WL1407, segments of the Rural and Last Chance ditches, other unnamed ditches, and Weld County Roads 13 and 26, • Upon completion of the Class I and III inventories, a Cultural Resources Technical Report and full suite of Colorado Cultural Resource Inventory Forms (Site Forms) will be produced. • It is assumed that the Class III inventory will take no more than five (5) days for two archaeologists to complete. The estimated duration of field 'inventory includes all travel time to and from the APE as well as cultural resource documentation. • It is assumed that a cultural resources technical report and any associated cultural resource forms will take no more than ten (10) days for the project director and support staff to complete. • The estimates for field work and reporting days required to complete this study are based on documentation of the six known resources and up to 5 isolated finds. If additional cultural resources are encountered more field and reporting time may be necessary. In that event a change order may be required to increase the budget to cover the additional work effort. • It is assumed that GIS shapef les of the APE as well as the relevant proposed facilities will be provided to Centennial prior to initiating work. • If shovel test excavation is required to make NRHP eligibility assessments, that work will be negotiated separately. • • No artifacts will be collected. All artifacts will be fully documented in the field and left in place. • It is assumed that the ground will be clear and free of snow at the time of the survey. Snow cover is considered to be force majeure and may result in delays to the proposed schedule. • It is assumed that there will be no barriers to access, physical or legal, and that all access will be arranged prior to conducting field work. • The total estimated cost for this project is $26,325.00. A cost breakdown by task is provided below. Estimated Costs Centennial works on a time and materials basis. If costs to complete the project are lower than estimated, only the actual hours required to complete the work will be invoiced. Task 1 - Class I Literature and Database Search Position. No. of Hours Rate er Hour Subtotal Principal Investigator 1 @ $95.00 $95.00 Project Director 4 @ $85.00 $340.00 GIS Specialist 2 @ $75.00 $150.00 Historian 4 $70.00 $280.00 Labor Subtotal $865.00 0 (Continued below) • • • Other Direct Costs ODC File Search Costs Days Rate Per. Day Subtotal' File Search 1 Site Form Request At Cost Estimate $20.00 ODC Subtotal $20.00 Task 2 - Class III Field Inventory Position; No. of -Hours Rate per Hour Subtotal Principal Investiator 4 $95.00 $380.00 Project Director 50 @ $85.00 $4,250.00 GIS Specialist 16 $75.00 $1,200.00 Historian 8 @ $70.00 $560.00 Field Technician II 50 $48.00 $2 400.00 Labor Subtotal $8,790.00 Other. Direct Costs ODC Vehicle Cost Days Rate Per Day....Subtotal Vehicle Cost 6 @ $150.00 $900.00 Miscellaneous Days Rate Per Day Subtotal GPS/Survey Equipment (per unit 5 $50.00 $250.00 ODC Subtotal $i 150.00 Task 3 - Report and Form. Preparation Position No. of Hours Rate per Hour Subtotal Principal Investiator 4 @ $95.00 $380.00 Project Director 80 @ $85.00 $6,800.00 Technical Editor 4 $75.00 $300.00 GIS Specialist 32 $75.00 $2,400.00 Historian 24 $70.00 $1,680.00 Laboratory/Report Technician II 80 @ $48.00 $3,840.00 Labor Subtotal $15,400.00 Other Direct Costs ODC Miscellaneous, Curation Fees $0.00 Report and Site Form Printing $100.00 ODC Subtotal $100.00 TOTAL COST 1 $26,325.00 • RESOLUTION 20-96 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND WESTWATER RESEARCH LLC FOR WATER RIGHTS ACQUISITION ASSISTANCE REGARDING NATIVE DITCH WATER RIGHTS WHEREAS, the Town of Firestone ("Town") is in need of professional services to provide assistance in its acquisition of native ditch water rights as part of its water rights augmentation plan; and WHEREAS, Town staff reviewed the qualifications and recommendations for numerous water brokers and selected WestWater Research LLC based upon the quality of their recommendations and ability to meet the Town's needs. NOW, THEREFORE, BE 1T RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and WestWater Research LLC for water rights acquisition assistance is approved in substantially the same form as the copy attached • hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this ldth day of October, 2020. v 0 TOWN OF FIRESTONE, COLORADO 0 B' bi Sinde •, Mayor 0 AGREEMENT FOR PROFESSIONAL SERVICES T GREEMENT FOR PROFESSIONAL_ SERVICES (the "Agreement") is made and entered into this 14th day of October , 2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and WESTWATER RESEARCH, LLC, an independent contractor with a principal place of business at 320 E, Vine Dr. #223 Fort Collins, Colorado 80561 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Water Rights (W2020-9510). B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. if Contractor proceed s.without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. ll. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION A. In consideration for the completion of the Scope of Services by Contractor, the Town shall as set forth in Exhibit A pay Contractor $5,000.00 retainer fee per month, which will be credited at 100% to the incentive compensation fee equal to five percent (5%) of total gross consideration paid for water rights presented by Contractor and acquired by the Town. The retainer • amount shall include all fees, costs and expenses incurred by Contractor, and no additional Page 1 of 9 nomflue • amounts shah be paid by the Town for such fees, costs and expenses for the retainer fee. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. B. The Contractor shalt be entitled to the incentive compensation for water rights that the Town places under contract that are identified and presented by Contractor during our engagement. Contractor shall not be entitled to the incentive compensation if it is determined that the transaction was originated without Contractor's direct or indirect involvement during the engagement period, and for water rights previously under negotiation by the Town. The Town shall provide a list of specific water right holdings that are exempt from Contractor's incentive compensation at the start of this engagement. Contractor will maintain records of its communications to assist a determination of whether incentive compensation is due. For water rights identified and presented by Contractor during our engagement, the incentive compensation shall be paid to Contractor if the Town later places the water rights under contract during an 18-month period following termination of our engagement. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional . firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, • to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes Page 2 of 9 ��Q��rnulr • of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town, In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. Page 3 of 9 • C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vill. INDEMNIFICATION A, Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5- 102(8){c}, IX. ILLEGAL. ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts, Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification, 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to • undertake pre -employment screening of job applicants while this Agreement is being performed. Page 4 of 9 • 3. if Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 9 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit' attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit' attached hereto. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. E. Severability. if any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall 40 be assigned by either Party without the written consent of the other. Page 5 of 9 0Q1Vrinut rI 1. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, Immunities or protections provided by the Colorado Governmental Immunity Act, C,R.S, § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Adcle X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year Is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year, L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective pate. f•r Td t jo ATTEST: 0o ,:EV 7 ' .i n Town APPROVE p AS TO FORM: �� �U William Hayashi, Town Attorney TOWN OF FIRESTONEr COLORADO Kay2L % dd(a- - Hobbi Sindelar, Mayor WESTWATER RESEARCH, LLC By: of Page 6 of S FIRMTRU • NO EMPLOYEE AFFIDAVIT To be completed only if Contractor has no employees 1. Check and complete one: ❑ I, , am a sole proprietor doing business as I do not currently employ any individuals. Should I employ any employees during the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the lawful presence verification requirements outlined in that Agreement. OR n am the sole owner/member/shareholder of , a [specify type of entity — i.e., corporation, limited liability company), that does not currently employ any individuals. Should I employ any individuals during the term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements outlined in that Agreement. 2. Check one. ❑ I am a United States citizen or legal permanent resident. The Town must verify this statement by reviewing one of the following items. . ■ A valid Colorado driver's license or a Colorado identification card; ■ A United States military card or a military dependent's identification card; ■ A United States Coast Guard Merchant Mariner card; ■ A Native American tribal document; ■ In the case of a resident of another state, the driver's license or state -issued identification card from the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance of the identification card; or ■ Any other documents or combination of documents listed in the Town's 'Acceptable Documents for Lawful Presence Verification" chart that prove both Contractor's citizenship/lawful presence and identity. OR ❑ I am otherwise lawfully present in the United States pursuant to federal law. Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement ("SAVE') program, and provide such verification to the Town. Signature u Date Page 7 of 9 ��QI�Qrnlu� • DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program I, , as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. l have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement, Signature • STATE OF COLORADO ) ss. COUNTY OF Date The foregoing instrument was subscribed, sworn to (or affirmed) before me this 2020, by as My commission expires: (S E A L) 0 Notary Public day of of Page B of 9 1IRGCTiiNI9: • 40 C] Contractor's Duties Town: EXHIBIT A SCOPE OF SERVICES During the term of this Agreement, Contractor shall perform the following duties, as directed by the • See the attached proposal from WestWater Research, LLC for additional details, Contractor's Deliverables In performance of the duties described above, Contractor shall deliver the following items to the Town, during the timeframes established by the Town: • See the attached proposal from WestWater Research, LLC for additional details. Page 9 of 9 ��R�eTnu�. *. Wes ter • esearchE« Main Office 805 W. Idaho Street 4310 Boise, ID 83702 (208) 433.0255 Pacific Northwest 20552 NE. 11P Circle Brush Prairie, WA 98606 (360) 695.5233 West Coast Southwest Rocky Mountain 500 Capitol Mall, # 2350 4747 N, 7u, Street #412 320 E. Vine Dr. #223 Sacramenlo, CA 95816 Phoenix, AZ 85014 Fort Collins, CO 80521 (916) 426-6386 (602) 595.7009 (970) 672.1811 Proposal To: Julie Pasillas, Town of Firestone From: WestWater Research, LLC Subject: Proposal for Water Rights Acquisition Assistance Date: September 15, 2020 Background and Purpose The Town of Firestone is looking to acquire native ditch rights in the lower St. Vrain River Basin to provide raw water supplies for augmentation of planned municipal wells and potentially for direct municipal use. The Town has previously developed a list of priority acquisition targets, consisting of shares and/or excess carriage agreements in the following ditch companies: Last Chance Ditch, Godding Ditch, Lower Boulder Reservoir & Ditch, Rural Ditch, and Coal Ridge Ditch. In addition, the Town is interested in acquiring firmed Windy Gap Project units and fully consumable effluent from the Saint Vrain Sanitation Plant. Over the next several years, the Town is looking to acquire at least 1,000 acre-feet of transferrable water supplies from these targets. The Town is willing to explore other water supplies, in addition to these seven targets, that meet its augmentation and/or direct use objectives. A comparison of recent Colorado -Big Thompson (CBT) unit sale prices to known sale prices for native ditch • water rights in Water Division 1 (South Platte Basin) illustrates the motivation for the Town's water acquisition plans and the cost effectiveness of pursuing alternative water supplies (see Figure 1). The water acquisition targets are local and can be delivefed to the Town's reservoir(s), have manageable return flow obligations, and have experienced limited historical market demand so prices are expected to be relatively low. • Figure 1: Comparison of Recent 5 Years of CBT & Native Ditch Sale Prices CBT Units • r 01 i Native Ditcli Sliares • • in Water Division 1 • 00,600 — --- _ ._.. __. _ — -- Jan;2U15, 7an,ZU15 13n,2017 lan.x018 J.n--20E9 Jan,�020 The Town contacted WestWater Research, LLC (WestWater) to request a proposal to provide assistance in acquiring native ditch water rights. This proposal lays out the anticipated scope and services that WestWater will provide to the Town in the course of identifying, negotiating, and securing water rights for the Town, .w� wW:water anvexom I 2 1 P a g e Proposal —Firestone —Water Rights Acquisition Assistance September 15, 2020 • Scope of Services WestWater will work with the Town to implement a professionally managed water rights acquisition program. The following tasks and services are expected to be completed by WestWater in the process of identifying, negotiating, and successfully closing on water right acquisitions for the Town. Develop Water Rights Acquisition Strategy. WestWater will review past studies and documents supporting the Town's water acquisition strategy focused on the five target ditch companies. WestWater will also conduct an initial analysis of potential alternative water supply sources and will communicate any alternative concepts to the Town. This task will define any Town preferences in WestWater outreach efforts, protocol and procedures for communicating information between WestWater and the Town, and cost expectations. 2. Prioritize Water Rights for Acquisition. An initial economic analysis will be conducted to identify any unit price ($ per acre-foot) disparities between the target water sources, leading to a prioritization of the five target ditch companies based on value. WestWater will develop an inventory of landowners within the five target ditch companies. The inventory will be developed as a spatial geodatabase based on land ownership, with attributes such as known share ownership and recent transactions. Selected owners and business contacts will be ranked to inform the order in which prospective sellers will be engaged. This process will consider various owner attributes — information and perspective of the prospective sellers, relative size (land acres or water volume), current use considerations, and other factors. Sometimes there is a story that informs potential willingness to sell, such as ownership by an estate or trust, absentee landowners, or recent life events. Each water right owner will be assigned a relative priority (high, medium, and low) reflecting the expected level of success for the transaction. . 3. Transaction Origination. WestWater will develop and maintain market information relevant to the water acquisition targets and can provide periodic market updates to the Town's water team. WestWater will originate and manage water right transactions in coordination with the Town. WestWater will initiate contact with owners of high -priority water rights and manage on -going communications in an effort to solicit interest and initiate negotiations. This owner outreach will be conducted according to the outreach approaches and timelines recommended in the water acquisition strategy. Negotiations with water right owners can be lengthy and require multiple meetings. WestWater will manage and lead the negotiation process from initial meeting through execution of a purchase and sale agreement. In addition to coordinating and leading meetings, negotiation management services provided by WestWater typically include: a. Initial "fatal "flaw" due diligence (ownership review, historic use analysis, valuation analysis) to minimize "dead deal" costs. b. Develop and recommend proposed transaction terms. For some water transactions, this may involve the development of Opportunity Assessments for review by the Town that include a summary of the water right, owner information, estimated water volume, initial due diligence findings, recommended additional research, and recommended price terms. c. Meetings with the Town's water team (staff, attorneys, engineers) d. Draft letter(s) of intent to be tendered to the water right owner, in coordination with the Town's water team and legal counsel. e. Lead negotiations with the water right owner. 4. Transactions Execution. WestWater will support the Town through the transaction closing process. Transaction services provided by WestWater typically include: a. Coordinate with attorneys on final due diligence on prospective water rights including liens and encumbrances or other issues that may prevent or delay the sale. b. Coordinate with attorneys on the preparation of purchase agreements and related documents. c. Assist and consult with legal counsel on structure of purchase agreements and documents. d. Coordinate financial closing of transactions. I www.waterexchana—e.comi 3 1 P a g e Proposal — Firestone— Water Rights Acquisition Assistance September 15, 2020 WestWater may complete other tasks and services as part of managing the water rights acquisition program for 0 the Town. Periodic participation in the Town's regular water team meetings is anticipated. Deliverables Upon notice to proceed, this project will be operated as a program, with regular intermittent deliverables to the Town in the pursuit of water rights. Deliverables are expected to include items such as: recommendations on priority water right targets, acquisition strategy plans, opportunity assessments, and due -diligence reports for water rights transactions that advance. In addition to the intennittent deliverables listed above, WestWater anticipates regular meetings and conference calls with the Town to provide updates on status of the project and to make decisions on whether to proceed with specific actions. Timeline The initial two tasks (strategy and prioritization) are expected to require approximately 6 to 8 weeks to complete. The timeline and schedule for the remainder of the project will largely depend on the speed and success of negotiations with water right owners. Based on previous acquisition projects, the estimated time of completion is 24 to 36 months. Additional time will be required to complete regulatory approvals following acquisition. Most ditch companies have bylaws and required processes that impact the transfer of ownership (such as a right of first refusal) or the change of use (Catlin bylaws) The actual time required is highly variable based on the complexities of negotiations. WestWater will ensure that every effort is made to move the process along as quickly as possible. Compensation All services under the project will be compensated as follows: • Monthly retainer fee of $5,000 per month while the acquisition effort is active. • Incentive compensation fee equal to five percent (5%) of total gross consideration paid for water rights presented by WestWater and acquired by the Town. • Monthly retainer fees paid by the date of closing will be credited toward the incentive compensation. Any monthly retainer fees not credited for a particular transaction will be rolled over to the next transaction. • WestWater shall be entitled to the incentive compensation for water rights that the Town places under contract that are identified and presented by WestWater during our engagement. WestWater shall not be entitled to the incentive compensation if it is determined that the transaction was originated without WestWater's direct or indirect involvement during the engagement period, and for water rights previously under negotiation by the Town. The Town shall provide a list of specific water right holdings that are exempt from WestWater's incentive compensation at the start of this engagement. WestWater will maintain records of its communications to assist a determination of whether incentive compensation is due. For water rights identified and presented by WestWater during our engagement, the incentive compensation shall be paid to WestWater if the Town later places the water rights under contract during an 18-month period following termination of our engagement. Qualifications WestWater is a leading economic and financial consulting firm specializing in water rights and water resource development in the United States. WestWater provides market intelligence, valuation, transaction advisory, strategic planning, and asset management services relating to water rights. WestWater utilizes water rights transaction data to guide its water acquisition plans and negotiations. WestWater maintains a proprietary database of water right transactions in Colorado and other Western states ' known as Waterlitix. Our commitment to data and analysis allows WestWater to bring more than just a broker relationship, instead . backing up its recommendations with a data -informed perspective and providing comfort to clients in making good business decisions. A company statement of qualifications and staff resumes can be provided if requested by the Town. Ir 00 W..watcr an e.com • RESOLUTION NO.20-97 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, CONCERNING THE MEMBERSHIP, ROLES AND RESPONSIBILITIES OF THE TOWN OF FIRESTONE FINANCE COMMITTEE WHEREAS, by Resolution No. 11-26, the Board of Trustees formally established the Town of Firestone Finance Committee ("Committee") as an advisory committee of the Board of Trustees in accordance with Section 2.04.130 of the Firestone Municipal Code; and WHEREAS, by Resolution No. 13-12, the Board of Trustees increased the membership of the Committee, restated the membership, goals and responsibilities of the Committee, and repealed and replaced Resolution No. 11-26; and WHEREAS, by Resolution 17-39 the Board of Trustees further increased the membership of the Committee and revised and restated the goals and responsibilities of the Committee; and WHEREAS, to ensure continuity of the Committee and ease the transition of the change- over in membership, the Board of Trustees desires to establish staggered terms. . NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The Town of Firestone Finance Committee (the "Committee") was formally established by Board of Trustees Resolution No. 11-26, adopted September 28, 2011. The Committee shall be an advisory committee of the Board of Trustees. The Committee shall consist of five members, as follows: two members of the Board of Trustees and three residents of the Town. Committee members shall be appointed at a public meeting of the Board of Trustees in accordance with the Firestone Municipal Code. Section 2. The following rules shall apply to the Committee: A. Quorum: Three members of the Committee, one of whom must be a member of the Board of Trustees, shall constitute a quorum. A majority of the quorum is required to act on any matter before the Committee, but in the absence of a quorum, a lesser number may adjourn any meeting to a later time and date. B. Term: Each Committee member shall be appointed to a four-year term. A member's term shall commence on the fourth Wednesday of April of each even numbered year and shall expire on the fourth Wednesday of April four years later, subject to the requirement that a Trustee's service shall be concurrent with his or her service as a Trustee. The first Trustee appointed in 2020 shall be appointed for a four year term. The second Trustee appointed in 2020 • shall be appointed for a two year term, which term shall upon its expiration become a four year term. The first two resident members appointed in 2020 shall be appointed for four year terms. The third resident member appointed in 2020 shall be appointed for a two-year term, which terra 1 • shall upon its expiration become a four-year term. C. Vacancies/Removal: Committee vacancies shall be filled by an affirmative vote of a majority of the entire Board of Trustees. The term of any person appointed to the Committee to fill a vacancy left by a vacating Committee member shall expire on the expiration date of the term of the vacating Committee member. A Committee member may be removed from the Committee for any reason by an affirmative vote of a majority of the entire Board of Trustees. D. Meetings: The Committee shall meet monthly unless there is no business for the Committee to consider. Regular meeting dates, times and locations shall be determined at the first Committee meeting of each calendar year. Meetings of the Committee shall be subject to the Colorado Open Meetings Law. Staff to the Committee shall keep an accurate summary or minutes of all Committee meetings, which shall be open for inspection in accordance with the Colorado Open Records Act. The Committee may call special meetings or reschedule any meeting by action taken at any meeting. Section 3. The Committee shall serve in an advisory capacity to Board of Trustees on matters concerning Town's finances. The Committee's goals and responsibilities shall include the following: A. Review the Town's annual draft budget to obtain an understanding of the Town's . financial position as well as budgeting priorities and initiatives determined by the Town Board and provide feedback on inconsistencies or irregularities to the Town Board. B. Review financial policies developed and drafted by Town Finance staff and provide comments and recommendations regarding such draft financial policies to the Town Board. C. Periodically review, but no less ftequently than as recommended by the State Auditor's Office, the need for rotation of the Town's independent auditor. D. Interview selected qualified firms being considered to serve as the Town's auditor. Make recommendation of auditor for Town Board consideration and approval. E. Review the Town's draft annual audit, monitor the Town's established internal controls related to accounting procedures and functions, and provide recommendations regarding responses to Town auditor's management letter. Provide recommendation to Town Board to accept the Town's audited year-end financial statements. F. Other duties as specifically identified and requested by the Town Board. Section 4. The Committee shall have the power to adopt bylaws, rules, policies and procedures for the conduct of its activities, which shall be consistent with the provisions of the Firestone Municipal Code, resolutions and other applicable law. The Committee shall have the • power to determine and appoint its own officers. Section 5. Resolution No. 17-39 is hereby repealed and replaced in its entirety by this 2 Resolution. INTRODUCED, READ AND ADOPTED thisl-4piay of , 2020. pNE ATTEST: , } ; o 0 es ica Koenig, eMcfoxn Cleric AS TO FO Town Attorney • CJ TOWN OF FIRESTONE, COLORADO • RESOLUTION NO.20-98 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A FINAL SUBDIVISION PLAT AND ACCEPTING THE PROPERTY INTERESTS DEDICATED BY THE FINAL PLAT FOR 19 & 26 CROSSINGS FILING NO. 1 WHEREAS, 19 & 26 LLC ("Applicant"), as owner of certain real property described as Lot 1, Block 1, Mountain Vistas final plat (the "Property"), has submitted a proposed final plat for the Property, entitled "19 & 26 Crossings Filing No. 1" (the "Final Plat"); and WHEREAS, the Firestone Planning & Zoning Commission, after conducting a public hearing on the Final Plat on October 14, 2020 rendered a decision recommending approval of the Final Plat with four (4) conditions as more fully set forth in PC 20-16, dated October 14, 2020; and WHEREAS, after reviewing the record of the Planning & Zoning Commission public hearing, and after considering the testimony, evidence and argument presented at the Board of Trustees public hearing, the Board of Trustees finds the proposed Final Plat to be in substantial compliance with the technical requirements of the Town of Firestone subdivision and zoning ordinances. NOW, THEREFORE, BE 1T RESOLVED BY THE BOARD OF TRUSTEES OF THE • TOWN OF FIRESTONE, COLORADO: Section 1. The Board of Trustees acknowledges the Planning & Zoning Commission's findings of fact in this case, as detailed in Resolution PC 20-16. Section 2. The above Recitals and Findings of the Board of Trustees are hereby incorporated into this resolution. Section 3. The Board of Trustees hereby approves the final plat for 19 & 26 Crossings Filing No. 1, attached hereto as Exhibit A and incorporated herein by this reference, subject to and contingent upon compliance with the following conditions:. (a) Modify plans and application materials pursuant to comments of the Town Engineer set forth in memoranda dated September 1, 2020, to the Town's satisfaction. (b) Modify plans and application materials pursuant to comments of the Planning & Development Department set forth in memoranda dated September 9, 2020, to the Town's satisfaction. (c) Provide an updated title commitment when the mylars are provided for recording, dated no later than thirty (30) days prior to submission of mylars. (d) Technical corrections to the 19 & 26 Crossing Filing No. 1 final plat shall be made to the Town's satisfaction. . Section 4. The dedication of all easements and all other places designated for public use as shown upon the Final Plat is hereby accepted by the Town of Firestone, subject however, • 0 is to the condition that the Town shall not undertake maintenance of any easement or other place designated for public use until after construction of all necessary public improvements has been satisfactorily completed by the land owner and accepted in writing by the Town of Firestone. Section 5. The Mayor and Town Clerk are hereby authorized and directed to certify upon the Final Plat the Town's approval and acceptance thereof. The Town Clerk is hereby authorized and directed to file the Final Plat with Weld County Clerk and Recorder's office upon fulfillment of all conditions as indicated herein. Section 6. Unless otherwise extended by resolution of the Board of Trustees, the approval of the Final Plat shall be null and void if the conditions set forth in Section 3 are not complied with within one hundred and twenty (120) days of the date of this Resolution. PASSED AND ADOPTED this 28'h day of October, 2020. 2 T",;� V-01x.- ,Wbbi S' elar, Mayor EXHIBIT A 19 & 26 Crossings Filing No. 1 Final Plat • • • RESOLUTION NO.20-99 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A FINAL DEVELOPMENT PLAN FOR CERTAIN REAL PROPERTY LOCATED WITHIN 19 & 26 CROSSINGS FILING NO.1 WHEREAS, 19 & 26 LLC ("Applicant"), has submitted a proposed final development plan for the Property, entitled "Lot 1, 19 & 26 Crossings Filing No. 1" (the "Final Development Plan"); and WHEREAS, the Firestone Planning & Zoning Commission, after conducting a public hearing on the Final Development Plan on October 14, 2020 rendered a decision recommending approval of the Final Development Plan with seven (7) conditions as more fully set forth in PC 20-17, dated October 14, 2020; and WHEREAS, after reviewing the record of the Planning & Zoning Commission public hearing, and after considering the testimony, evidence and argument presented at the Board of Trustees public hearing, the Board of Trustees finds the proposed Final Development Plan to be in substantial compliance with the technical requirements of the Town of Firestone subdivision and zoning ordinances. • NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The Board of Trustees acknowledges the Planning & Zoning Commission's findings of fact in this case, as detailed in Resolution PC 20-17. Section 2. The above Recitals and Findings of the Board of Trustees are hereby incorporated into this resolution. Section 3. The Board of Trustees hereby approves the final development plan for Lot 1, 19 & 26 Crossings Filing No. 1, attached hereto as Exhibit A and incorporated herein by this reference, subject to and contingent upon compliance with the following conditions% (a) Modify plans and application materials pursuant to comments of the Town Engineer set forth in memoranda dated September 1, 2020, to the Town's satisfaction. (b) Modify plans and application materials pursuant to comments of the Planning & Development Department set forth in memoranda dated September 9, 2020, to the Town's satisfaction. (c) Technical corrections to the Lot 1, 19 & 26 Crossing Filing No. I final development plan shall be made to the Town's satisfaction. (d) Lot 1, 19 & 26 Crossing Filing No. 1 final development plan shall not be . recorded until the 19 & 26 Crossing Filing No. 1 final plat is recorded. (e) Fee -in -lieu of Open Space Dedication in the pro-rata share amount of • • 0 $36,800.00 shall be paid to the Town prior to the recordation of the Lot 1, 19 & 26 Crossings Filing No. 1 final development plan. (f) Removal of the underground oil/gas pipeline located within the fifty (50) foot wide easement recorded by Weld County at Reception No. 1707669, shall be removed prior to the issuance of any building permit for Lot 1, 19 & 26 Crossings final development plan. (g) No building permit shall be issued on Lot 1, 19 & 26 Crossings final development plan until such time proof of payment has been made to United Power for the removal of overhead power lines located within and adjacent to Locust Street (WCR 19). Section 5. The Mayor and Town Clerk are hereby authorized and directed to certify upon the Final Development Plan the Town's approval and acceptance thereof. The Town Clerk is hereby authorized and directed to file the Final Development Plan with Weld County Clerk and Recorder's office upon fulfillment of all conditions as indicated herein. Section 6. Unless otherwise extended by resolution of the Board of Trustees, the approval of the Final Development Plan shall be null and void if the conditions set forth in Section 3 are not complied with within one hundred and twenty (120) days of the date of this Resolution. PASSED AND ADOPTED this 28`� day of October, 2020. ATTEST: APPROVED William P. Town Attorney TOWN SEAL 1 2 EXHIBIT A 19 & 26 Crossings Filing No. 1 Final Development Plan 0 • • r1 LJ RESOLUTION NO.20-100 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ADOPTING THE FIRESTONE DEVELOPMENT REVIEW FEE 1 SCHEDULE WHEREAS, the Town of Firestone ("Town") has enacted the Firestone Development Code ("FDC") set forth in Title 16 of the Firestone Municipal Code; and WHEREAS, Section 7.2.B.5 of the FDC provides that development review fees shall be established by resolution of the Town's Board of Trustees; and WHEREAS, the Town's Planning and Development Department has examined the costs incurred by the Town in the review of development applications and determined that the proposed fees are reasonably related to the Town's costs and thus necessary to defray the actual costs incurred by the Town in processing and reviewing FDC applications: and WHEREAS, the Planning and Development Department recommends that the Board of Trustees adopt the fees set forth in this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Board of Trustees of the Town of Firestone hereby adopts the Firestone Development Review Fee Schedule in substantially the same form as the copy attached hereto and made a part of this resolution. INTRODUCED, READ AND ADOPTED this&9Jday of Q 2020. Fli4 „Y. TOWN OF FIRESTONE, COLORADO B i Sindc:W, Mayor ATTEST: ; ••........ PROVED AS TGf U- Attorney Application Type Development Review Fee Deposit ** Annexation major (10+Acres) $4,000 $2,500 Minor (less than 10 acres) $2,000 $1,500 Comprehensive Plan Amendment Major $3,000 $1,500 Minor $1,000 Zoning/Rezoning Initial Zoning $1,500+$10 per acre Rezoning $1,500 + $10 per acre $2,500 PUD Rezoning $3,000 + $10 per acre $5,000 Overlay Rezoning $2,000 + $10 per acre $2,500 Minor Amendment $500 Subdivision Preliminary Plat $2,000+ $40 per lot $5,000 Final Plat $2,000 + $100 per lot $10,000 Minor Subdivision Plat $2,000+ $100 per lot $1,500 Non -Residential Minor Plat $2,000+$100 per lot $5,000 Minor Plat Amendment $500 Final Development Plan Residential $1,400+ $20 per unit $5,000 Non-Residential(>10,000sf) $2,500 $1,500* Non Residential (<10,000 sf) $1,500 $1,500* Major Amendment $1,000 Minor Amendment $400 *Maybe waived at staffs discretion Special Review Use Major $1,000 Minor $500 Oil and Gas $1,000 per well $1,500 Miscellaneous Accessory Dwelling Unit $50 Additional Development Reviews *** 10%of initial fee Annexation Agreement included with Annexation Annexation Amendment $500 $1,500* Appeal of Director Decision $500 Conditional Use $500 Easement Agreement $500 Encroachment License Agreement $500 Metro District Service Plan $10,000 Service Plan Amendment $2,000 Minor Modification $500 $300 per plan Residential Architecture Review + $100 per elevation style Subdivision/Development Agreement included with Plat/FDP SA/DA Major Amendment $500 $1,500* Temporary Use $50 Variance $500 Vacation (separate instrument) $500 * May be waived at staff's discretion ** For application types without a specific deposit amount designated and anticipated • to include specialized reviews to be charged back to the applicant, a deposit may be required in an amount determined by staff. The initial development review fee anticipates two full reviews and a final check. 10%of the initial fee may be assessed per additional development review. • E RESOLUTION NO.20-101 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND ADAMS DATA MANAGEMENT LLC FOR OFF SITE RECORDS STORAGE SERVICES WHEREAS, the Town of Firestone ("Town") is in need of off -site records storage services: and WHEREAS, the Town Clerk solicited bids from service providers and selected Adams Data Management LLC as the lowest, responsive qualified provider. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Adams Data Management LLC for off -site records storage services is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thislay of , 2020. TOWN OF FIRESTONE, COLORADO TOWN " S �= i m SEAL o bi Sinde ar, Mayor �O : j¢Q ATTEST: �• ..... �. CMC, Hayashi, Town Attorney • • • DocuSlgn Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 Access ,InforinatiQn Protected. MASTER AGREEMENT: Records Storage and Management Services This Master Agreement ("Agreement) is made between Adams Data Management LLC ("ACCESS") and Town of Firestone ("CLIENT"). CLIENT engages ACCESS to provide the Storage and Services described herein, subject to the attached Terms and Conditions. CLIENT has received, read and accepts the Terms and Conditions. CLIENT acknowledges and agrees the declared value of all Records (defined herein) is set forth in Paragraph 10 of the Terms and Conditions. CLIENT agrees to pay ACCESS for its services in accordance with its then current Price Schedule. IN WITNESS WHEREOF, ACCESS and CLIENT (each a "Party' and collectively, the "Parties") have caused this Agreement to be executed by its duly authorized representatives, to be effective as of the last signature date below (the "Effective Date"), ACCESS CLIENT Street Address 500 Unicorn Park Drive Street Address City, State Zip: Wobum, MA 01801 City, Slate Zip: Print Name Brian Bliss Print Name Title Sales Manager Title n.dd br Signature 1E'PUSS Signature 10/13/2020 Date (MWDD1YYYl): Date (MWDDNYY` ): 151 Grant Ave Firestone, CO 80250 Bobbi Sindelar Mayor Access Master Agreement Records Storage and Management Services Revised 4.1.19 Page 1 of 7 DocuSign Envelope ID: 3177D612-BEAA-42F3-AB10-AOBBF318BI09 0 :fnfonttatienPratccted. TERMS AND CONDITIONS I. STORAGE AND RELATED SERVICES CLIENT hereby engages ACCESS to store and provide services in connection with (collectively, "Storage Services") CLIENTs documents, media, open shelf storage, electronic or digital images and records and other deposit items (collectively, the "Records") subject to the terms and conditions of this Agreement. By providing any Records to ACCESS or receiving Services from ACCESS, CLIENT accepts the terms of this Agreement. 2. DESTRUCTION SERVICES A. Destruction of Records In Storage - ACCESS may provide services for the secure destruction of Records ("Destruction Services") held in storage by ACCESS if requested by CLIENT. If CLIENT requests, ACCESS will furnish a Certificate of Destruction to CLIENT. CLIENT hereby releases ACCESS from any liability, damages or costs, including reasonable legal fees, (collectively, "Costs") arising from or relating to the destruction of Records pursuant to the CLIENTs request. B. Other Destruction Services - If CLIENT requests, as part of Destruction Services ACCESS may (I) provide shredding consoles and other equipment ("Consoles') in CLIENT's facilities for the collection of papers to be destroyed; (ii) service the Consoles on an agreed schedule or as needed; (III) provide mobile on -site shredding on an agreed schedule or as needed; and/or (iv) securely destroy other materials as requested by CLIENT in writing. Consoles remain the property of ACCESS at all times, and CLIENT will not file any lien nor allow any lien to be filed against the Consoles. CLIENT shall place only office paper in Consoles. CLIENT shall reimburse ACCESS from any Costs arising from or relating to the destruction of any materials placed in the Consoles or tendered for destruction. CLIENT shall reimburse ACCESS for loss or damage to any Consoles and for any damage to ACCESS' shredders caused by non -paper products. 3. CONVERSION AND SOFTWARE SERVICES A. Conversion Services. If requested by CLIENT, ACCESS may provide scanning, imaging, and/or indexing services (collectively the "Conversion Services", and together with any other services under this Agreement, the "Services") in connection with CLIENTS Records. As a result of the Conversion Services, ACCESS shall deliver an electronic copy of the serviced Records, or other embodiment of its efforts ("Deliverables") as set forth in one or more statements of work (each an "SOW") mutually agreed upon by the Parties and made part of this Agreement. Criteria for acceptance of Conversion Services or Deliverables are set forth within each applicable SOW. Notwithstanding anything to the contrary 40 herein or in any SOW, satisfactory completion and acceptance of any Conversion Services and/or Deliverables shall be deemed to have been delivered and accepted by CLIENT if CLIENT does not object in writing to such Conversion Services or Deliverables within thirty (30) days of receipt by CLIENT. CLIENT hereby acknowledges and agrees that it shall not control the manner, means or methods by which ACCESS performs any Conversion Services contained herein. B. Software Services. If CLIENT requests that ACCESS provide software services or any other services, the Parties shall execute the applicable addendum and attachments thereto. 4. OTHER TERMS FOR RECORD STORAGE, ACCESS AND DELIVERY A. CLIENT shall not at any time store with ACCESS any materials that would attract insects or vermin, are highly flammable, explosive, toxic, radioactive, dangerous or illegal to possess or store, or that are otherwise deemed by ACCESS, in its sole discretion, to represent a hazard CProhibited Materials'). ACCESS reserves the right, but is not obligated, to inspect any Records and may refuse to accept and/or remove and redeliver to CLIENT any Prohibited Materials. CLIENT shall also not provide or store with ACCESS any memorabilia or collectibles, materials having historical value (such as fossils or historical manuscripts, journals or photographs), artwork, negotiable instruments, jewelry, currency or other items that have intrinsic market value, CLIENT shall reimburse ACCESS for any direct Costs arising from or relating to CLIENTS breach of this Paragraph 4A. B. CLIENT shall encrypt all electronic Records that include any personally identifiable information, nonpublic personal information, sensitive financial information, protected health Information, .or any other information where such other information is required by any state or Federal law to be encrypted either in transit or at rest or is otherwise subject to regulation governing its disclosure to third parties, before transmitting or otherwise delivering those Records to ACCESS. CLIENT shall use the most rigorous encryption methods reasonably available for the type of records being provided, but In no event less than required by applicable law or otherwise reasonable under prevailing National Institute of Standards and Technologies standards. All encrypted data must be In a format that is acceptable to ACCESS and is unusable, unreadable or indecipherable to unauthorized individuals. ACCESS will not verify whether such electronic Records are properly encrypted, and CLIENT shall reimburse ACCESS for any direct Costs arising from CLIENT's breach of this Paragraph 4B. C. ACCESS reserves the right to re -box or refuse any Records not received in a condition suitable for rack storage. D. ACCESS is not and shall not be deemed a contract or common carrier for any purpose. The pricing, valuation and liability provisions of this Agreement reflect that status, and shall apply to transportation services provided by ACCESS. E. CLIENT agrees that any failure or delay in ACCESS transporting Records or providing other Services within a reasonable period of time shall not constitute a breach of this Agreement or a conversion of goods, nor subject ACCESS to any liability, when such failure or delay results directly or indirectly from any act of God (earthquakes, floods, fires, etc.), communication or power system failures, labor disputes, unusual traffic delays or other reason beyond ACCESS' . reasonable control. F. CLIENT acknowledges that each employee or other representative of CLIENT shall have full authority on behalf of CLIENT am Access MasterAgreement: Records Storage and Management Services Revised 4.1.19 page 2or7 ACCESS: CLIENT: DocuSign Envelope ID: 31770612-BEAA-42F3-A810-AOBSF3186109 C S • Infoiniativn Piniccted. to order or request any Services unless CLIENT otherwise requests, completes and returns to ACCESS an authorized representative list. Unless CLIENT instructs ACCESS otherwise in writing, CLIENT specifically authorizes ACCESS when performing deliveries to leave Records with any CLIENT representative, e.g. receptionist, who greets the ACCESS courier, even if CLIENT representative may not be an authorized representative. G. ACCESS shall have the right to refuse Services without liability when ACCESS is doubtful as to a requesting Party's authority, or when CLIENTS instructions are not complete to ACCESS' satisfaction. Any order for Services placed via ACCESS' web -based inventory program shall be deemed a valid order placed by an individual with authority to act on behalf of CLIENT. H. ACCESS may subcontract with any company that is, directly or indirectly, through one or more intermediaries, under the common control of any direct or indirect parent company of ACCESS (each, an "ACCESS Affiliate"), or any responsible third party, to perform all or part of the Services. ACCESS' use of contract employees shall not be deemed the use of a third party for purposes of this Paragraph. In the event a third party common carrier is used to transport CLIENT's materials, said carrier and notACCESS shall be solely responsible for loss or damage to the materials while in the carrier's possession. I. Upon prior notification to CLIENT charges for hoisting, lowering and labor may be added to transportation costs if Records cannot be transported in the customary manner by elevator or stairs from a reasonably accessible location. J. Itemized lists or descriptions of contents of Records submitted to ACCESS or entered by CLIENT in ACCESS' inventory programs shall be considered for CLIENTS reeordkeeping and reference purposes only and shall not be considered proof that any documents referenced in such lists or descriptions are in fact included in the Records stored at ACCESS. K. Any changes to CLIENT's locations, Authorization List, and service schedules must be communicated in writing to ACCESS, and accepted by ACCESS in writing, in order to be effective. L. Any intellectual property or proprietary products used by ACCESS in connection with the Services are and shall remain the exclusive property of ACCESS or the third parties from whom ACCESS has secured the right to use such. CLIENT also acknowledges and agrees that it shall not control the manner, means or methods by which ACCESS performs any Services contained herein. 5. REPRESENTATIONS AND WARRANTIES CLIENT represents and warrants that: (A) it is the owner or legal custodian of all Records and has full authority without any • restrictions, to store and make decisions regarding Services to said Records; (B) it has the right to authorize the destruction of the Records for which CLIENT requests such destruction; (C) unless CLIENT has informed ACCESS in writing otherwise. CLIENT is not a "Covered Entity" or"Business Associate" as defined in 45 CFR Part 160, At such time as CLIENT may become a Covered Entity or Business Associate (if ever), then in the absence of a separate agreement, the terms of the Business Associate Agreement (or Business Associate Subcontractor Agreement if applicable) found atwww.aocesscorp.com/baa/ shall be and are specifically incorporated herein by reference and are binding upon the Parties as if fully set forth herein; (D) unless CLIENT has informed ACCESS in writing otherwise, neither CLIENT nor its Records are subject to the EU General Data Protection Regulation ("GDPR"). At such time as CLIENT's Records become subject to GDPR (if ever), then in the absence of a separate agreement, the terms of the GDPR Data Processing Addendum found at www.accesscorp.com/gdpr terms shall be and are specifically incorporated herein by reference and are binding upon the Parties as If fully set forth herein; and (E) none of its Records require protection from foreign persons because they contain technical information regarding defense articles and services within the meaning of ITARIEAR, the International Traffic in Anus Regulations or technical data within the meaning of the Export Administration Regulations. If any Records do contain such information, CLIENT shall notify ACCESS of the specific Records that contain such information and acknowledges that special storage and service rates shall apply thereto. CLIENT shall reimburse ACCESS for any Costs arising from or relating to the breach of CLIENT's representations and warranties in this Paragraph 5. Except as expressly provided in this Agreement, ACCESS provides all Services AS IS, AS Available and With All Faults, and ACCESS expressly disclaims any and all representations and warranties, including any warranty of suitability, or fitness for a particular purpose, or arising out of a course of dealing. S. RATES AND PAYMENT CLIENT agrees to pay to ACCESS charges for Services as set forth in the attached price schedule(s) (the "Price Schedule") and any applicable SOW(s), all of which are incorporated herein by reference. Time is of the essence for all payments. ACCESS may amend pricing and Services in the Price Schedule from time to time in its discretion thirty (30) days after notice of any change is sent to CLIENT, provided that Storage charges are fixed for the first 1 year(s) following the Agreement Effective Date. Notice under this Paragraph 6 may be sent by email, fax or first class mail to an employee or representative of CLIENT. Rates are calculated based upon cubic footage, taking into consideration displacement of space in the storage shelving, and do not reflect an exact measurement of all stored Items, but rather an agreed measurement between ACCESS and CLIENT for billing purposes. Records stored for a partial calendar month will be billed and payable on the basis of a full month. Software subscription/license fees and storage charges are billed monthly in advance. Service charges are billed in arrears. Payment for all charges is due in full within Net 30 from the date of each ACCESS invoice. CLIENT rriust give written notice of any dispute with any charge in an invoice within thirty (30) days from the date of the invoice and must pay the undisputed portion of the invoice with its notice or it will have waived the right to dispute the charge. Any disputed amounts . resolved in favor of CLIENT will be credited to CLIENTS account and amounts payable to ACCESS will be paid within fifteen (15) days of dispute resolution. Payments received may be applied to the oldest invoices due. Amounts not paid by CLIENT when due shall accrue interest at the lesser of 18% per annum, compounded monthly, or the maximum amount allowed by be Access Master Agreement Records Storage and Management Services Revised 4.1.19 �bS Page 3 of 7 ACCESS: 15 CLIENT: DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 Acc�§s Infornrnlion Protccted. applicable law. CLIENT shall reimburse ACCESS upon invoice for all costs and fees, including reasonable attorneys' fees, incurred by ACCESS in collecting any amounts past due. For storage charges each month during the Term, CLIENT shall pay the greater of (A) the storage charges in the Price Schedule or (B) 80.00% of the highest monthly storage charge for the preceding twelve (12) months. 7. TERM This Agreement shall be for an initial term of 5 years from the Effective Date, and shall automatically renew or be extended for successive one (1) year terms unless written notice of an Intent not to renew or extend is delivered by either Party to the other not less than sixty (60) days prior to the date of expiration of the then current term or as otherwise defined in an SOW or Schedule. "Term" shall mean the initial term as extended or renewed. Notwithstanding the foregoing, the tendering of any items for Services by CLIENT to ACCESS in the absence of a signed Agreement shall constitute acceptance by CLIENT of all of the terms and conditions hereof Upon the expiration or other termination of this Agreement for any reason, Records will be delivered to CLIENT or made available for pick-up by CLIENT, as CLIENT may request, and, if applicable, all ACCESS Consoles at CLIENT's facility shall be removed by ACCESS at a removal fee of fifty dollars ($50.00) per Console. Any and all charges due to ACCESS under this Agreement, including but not limited to retrieval, permanent removal, dock access, delivery or destruction charges, must be paid in full in good funds prior to such delivery or removal of any Records. Notwithstanding any such expiration or other termination of this Agreement for any reason, (A) all terms of this Agreement, including charges for Storage Services, will continue to apply after such expiration or other termination until all Records are removed from ACCESS' facility and all of ACCESS' Consoles are removed from CLIENTs facility, (B) all limitations on liability provided herein shall survive, and (C) a Party's liability for breach, occurring prior to such expiration, termination, or later removal of Records and property, shall survive. 8. DEFAULT AND TERMINATION CLIENT may terminate this Agreement upon a material breach of this Agreement by ACCESS, provided CLIENT first gives ACCESS written notice specifying such material breach and ACCESS fails to cure such breach, to the extent possible, within thirty (30) days of delivery of such notice. If CLIENT fails to pay any amount due hereunder when due, or otherwise materially breaches this Agreement and fails to cure such other breach within thirty (30) days of notice of such other breach, ACCESS, at its option, may terminate this Agreement upon written notice and seek recovery of damages resulting from CLIENTS • nonpayment or other breach, and exercise any or all of the following remedies without terminating this Agreement: (A) if any amounts owed by CLIENT are outstanding for forty-five (45) days or more past the invoice date, ACCESS may either (1) redeliver CLIENTS Records to CLIENT at its address herein (for which permanent removal, delivery, preparation of inventory reports, data extraction and other charges will apply pursuant to the Price Schedule), or (ii) refuse or suspend access to Services, Deliverables, and Records until all outstanding invoice(s) are paid in full. If Services are suspended, CLIENT will remain responsible for payment of all charges accruing during such suspension; (B) if CLIENT is in arrears in its payment obligations for a period of three (3) months or longer past any invoice date, ACCESS may destroy the Records at CLIENTS expense and without liability to CLIENT following ten (10) business days advance written notice of such destruction by certified mail addressed to CLI ENT at the address herein, and/or (C) exercise such other rights and remedies as may be allowed at law or In equity as if specific remedies were not herein provided. In the event ACCESS takes any actions in accordance with this Paragraph it shall have no liability to CLIENT, and CLIENT shall reimburse Access for Costs arising from or relating to any actions taken by ACCESS in accordance with this Paragraph, including the disposal or destruction of any materials. All remedies provided in this Agreement are cumulative and may, at the election of ACCESS, be exercised alternatively, successively or in any other manner. ACCESS shall be entitled to its reasonable attorneys' fees, whether or not any litigation or other action is commenced, in the event of any breach by CLIENT of this Agreement With respect to ACCESS' right to dispose of the Records under 8(B) above, CLIENT acknowledges that, because the Records have minimal or no value to a third party and Confidential Information (defined below) may be unlawfully exposed, the sale of the Records would not be reasonably possible, and the disposal of the Records is the only reasonable way for ACCESS to mitigate its damages. 9. CONFIDENTIALITY ACCESS acknowledges that it may store and have access to: (A) Records that maybe of a confidential nature relating to CLIENT's property, business and affairs, and/or contain personal information of individuals that may be protected by law from unauthorized disclosure, or (B) other non-public and proprietary information of the CLIENT in connection with this Agreement. CLIENT acknowledges that it will have access to proprietary and confidential information of ACCESS whether or not such information is marked proprietary or confidential, including but not limited to pricing, contract terms and conditions (including this Agreement), audit reports or attestations, SOPs, financial information, vendor information and/or technical information and coding relating to ACCESS' software and inventory programs as well as its vendors. (The confidential and proprietary information of both Parties is hereinafter referred to as "Confidential Information'). Each Party shall exercise the same degree of care in safeguarding Confidential Information of the other Party that a careful and reasonable company would exercise with respect to similar records of its own. Without limiting the obligations of the Parties to safeguard Confidential Information, neither Party shall disclose Confidential Information to competitors, customers or potential customers of the other Party. The liability of ACCESS for any unauthorized disclosure of any Confidential Information shall be limited as set forth In Paragraph 10 hereof... Access to Confidential Information of a Party shall be restricted by the receiving Party to those individuals necessary to perform the Services hereunder or to properly utilize the Confidential Information for its intended purposes in connection 0 with this Agreement. In the event that a Party is under a legal obligation to disclose Confidential Information (or to disclose Records that may not constitute "Confidential Information" of CLIENT), that Party may do so without breach of this Agreement ua Access Master Agreement Records Storage and ManagementSeNces Revised 4.1.19 Page 4 of 7 ACCESS: CLIENT: �� DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 Afte'S atxccqw,i§_� Infonnation'Protecled. so long as, to the extent lawful and reasonably possible, the other Party is provided prior written notice. The Party legally required to disclose Confidential Information shall be reimbursed legal fees and costs for compliance with any such legal obligation. Confidential Information shall not include information that (i) is or may become publicly available without breach of this Agreement, (ii) was possessed by one Party prior to receipt from the other Party, or (iii) is or becomes lawfully available to a Party from a third party free of confidentiality obligations. 10. LIABILITY LIMITATIONS A. Declaration of Valuation. CLIENT declares the value of all Records to be (1) $1.00 per box, carton, linear foot of open shelf files or other hard copy storage unit (or gigabyte of electronic Records) or (fl) the actual replacement cost for the physical media with respect to tapes, cartridges, cassettes or other non -paper media, unless agreed to otherwise in a signed attachment to this Agreement. B. Stored Records and Electronic Media. ACCESS and ACCESS Affiliates shall not be liable for any loss or damage to Records, however caused, unless such loss or damage results from a failure by ACCESS or ACCESS Affiliates to exercise that care that a reasonably careful person would exercise under like circumstances, in which case ACCESS' or ACCESS Affiliates' liability, if any, for such loss or damage to Records shall not exceed the valuation in Paragraph 1CA above. Without limiting the generality of the foregoing, ACCESS and ACCESS Affiliates are not liable or responsible for (i) loss or damage arising from Acts of God, casualty, gradual deterioration of Records or media, vermin, labor disturbances, any governmental act or other cause beyond its reasonable control, or (ii) the repair, replacement or restoration of lost or damaged images, data or other property. Records are not insured by ACCESS against loss, damage or destruction, however caused. CLIENT must insure all Records at its own expense. CLIENT shall cause such insurers of Records to waive any right of subrogation or any other method of recovery against ACCESS. C. Other Claims. ACCESS' and ACCESS Affiliates' maximum liability with respect to (i) the unauthorized disclosure of Confidential Information shall be six (6) charges paid by CLIENT for such Services immediately preceding the service from which the claim arose; (ii) any Storage or Destruction Services rendered hereunder is six (6) months of charges paid by CLIENT for such Services immediately preceding the service from which the claim arose. D. Certain Damages. ACCESS AND ACCESS AFFILIATES WILL NOT IN ANY EVENT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RELATED TO THIS AGREEMENT OR ARISING . FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCESS TO OR USE OF OR THE INABILITY TO ACCESS OR USE THE SERVICES, UNDER ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE, EVEN IF ACCESS OR ACCESS AFFILIATES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.. E. Other. ACCESS and ACCESS Affiliates shall not be liable for any loss or damage occasioned by any misunderstanding of any requests, orders or instructions received from any ostensible CLIENT employee or representative. ACCESS and ACCESS Affiliates will not be responsible for mis-deliveries made in good faith in reliance on orders given by any ostensible employees or representatives of CLIENT. With respect to obligations under this Agreement not otherwise addressed in this Paragraph 10, ACCESS' and ACCESS Affiliates' aggregate liability for any and all claims shall not exceed the amount paid to ACCESS by CLIENT for such Service (including but not limited to Services in connection with electronic conversion, software services and other Services added through addendum, if applicable) for the three (3) month period preceding the claim by CLIENT. F. The limitations of liability in this Paragraph 10 and otherwise in this Agreement shall apply irrespective of the cause of loss, damage, or destruction of Records or Services and CLIENT acknowledges that the amounts it is charged under this Agreement reflectthat ACCESS is relying on such limitations of liability. In the event of any conflict between this Paragraph 10 and any other term or provision, whether contained herein or in any other agreement between the Parties (regardless of whether such other agreement is executed before or after this Agreement), this Paragraph 10 will control. 11. CLAIMS AND DISPUTE RESOLUTION A. A written claim by CLIENT for loss, damage or destruction of Records must be made not later than thirty (30) days after: (i) redelivery of Records to CLIENT; or (ii) CLIENT is notified by ACCESS of loss, damage or destruction of Records; or (iii) CLIENT otherwise has notice of such loss, damage or destruction, whichever is shorter. Such timely written claim is a condition precedent to recovery.. Notwithstanding the foregoing, no action, regardless of form, arising out of or in connection with this Agreement (other than an action by ACCESS for any amount due to ACCESS) may be brought more than one year after the cause of action has arisen, except as may otherwise be required by applicable law. ACCESS and CLI ENT shall use reasonable efforts to resolve by negotiation any claim, controversy, or dispute arising out of or relating to this Agreement, or any interpretation or breach of this Agreement or performance under this Agreement, for a period of at least fifteen (15) days after such claim or other dispute arises. B. If ACCESS and CLIENT are unable to resolve any claim, controversy or dispute as provided in Paragraph 11A, then any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of its dispute resolution provisions, shall be determined by arbitration in a location mutually agreed to by the Parties, before a single arbitrator. The Parties agree: (i) to arbitrate solely on an individual basis, and (ii) that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Any arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. This clause shall not preclude the Parties from seeking provisional remedies in us Access MaslerAgreement: Records Storage and ManagernentSmices �� Revfsed 4.1.19 Page 5 of 7 ACCESS: CLIENT:_ DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B1U9 CC�55 . `..infor�ii��ation Protected. • aid of arbitration from a court of appropriate jurisdiction. 12. INDEMNIFICATION Intentionally Omitted 13. EXCLUSIVE PROVIDER Intentionally Omitted 14. PUBLICITY Neither Party shall cause the publication of any press release or other announcement with respect to this Agreement or the Parties' relationship without the prior written consent of the other Party, unless otherwise required by law. 16. INTEGRATED AGREEMENT This Agreement, along with the Price Schedule(s) and any signed addendums and statements of work hereto, constitutes the entire agreement of the Parties and supersedes and replaces any other agreement (oral or written), proposal or understanding as it relates to the Services. No term or condition on CLIENT's purchase order or any other instrument, agreement or understanding shall be binding upon ACCESS unless specifically agreed to by ACCESS in writing physically signed in ink by a representative of ACCESS. 16. MISCELLANEOUS All notices and claims under this Agreement, other than routine requests for Services and notices under Paragraph 6, shall be in writing and delivered either personally or by registered or by certified mail, postage prepaid, or by recognized overnight courier service to the address set forth below the signature on this Agreement or at such other place as either of the Parties may from time to time designate in writing in a notice given in accordance with this provision. Notice shall be effective on the date of actual personal service or the third business day after the postmark on the registered or certified mail, as the case may be, or on the date of delivery to such address if sent by recognized overnight courier service. This Agreement binds the heirs, executors, successors and assigns of the respective Parties, provided that this Agreement may not be assigned by CLIENT (other than to an affiliate which shall assume the obligations of its assignor by written instrument) without the written consent of ACCESS, which shall not be unreasonably withheld. ACCESS may assign this Agreement upon a sale, corporate merger, corporate re -organization or change of control of ACCESS or any affiliate thereof. Nothing in this Agreement, whether express or implied, is intended to create or confer any rights or remedies in favor of any Parties other than ACCESS and CLIENT and their respective successors and permitted assigns, nor shall any provision give any third parry any rights or remedies against any Parry to this Agreement. ACCESS may amend this Agreement by providing CLIENT with notice of any such amendment by email, fax or mail. or by posting an update of these terms to ACCESS' website. Any such change shall take effect 30 days following ACCESS' providing of that notice. CLIENTS continued receipt of Services following that date constitutes CLIENT's acceptance of such amended terms. Otherwise, no amendment to this Agreement may be made except in writing signed by an authorized officer of ACCESS and CLIENT. If any provision of this Agreement is determined to be illegal or otherwise unenforceable by a court of competent jurisdiction then, to that extent it shall be limited, or severed and deleted from this Agreement, and the remaining portions hereof shall survive, remain in full force and effect and shall be interpreted to give effect to the intention of the Parties. The failure of either Party to exercise any of its rights under this Agreement or to require the performance of any term or provision of this Agreement, or the waiver by either Party of a breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such rights or be deemed a waiver of any subsequent breach of the same or any other term orprovision of this Agreement. A waiver of any right under this Agreement shall be effective only if in writing and signed by the authorized officer of the Party against which such waiver is to be enforced. This Agreement may be executed in one or more counterparts, all of which together will constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more Parties, and an executed copy of this Agreement may be delivered by one or more Parties by facsimile or similar electronic transmission device pursuant to which the signature of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. This Agreement evidences transactions involving interstate commerce, and shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the principles of the conflicts of law, provided, The Parties hereby consent to the exclusive jurisdiction of the District Court of Weld County as the venue for any legal action arising out of or relating to this Agreement. Access Master Agreement Records Storage and Management SeMces Revised 4.1.19 page 6 of 7 Da ACCESS: f; CLIENT: us • is DocuSign Envelope ID: 3177D6i2-BEAA-42F3-A810-AOBBF3188108 txc.0e3s lnfomiatiott Protecled, na Access MasterAgreement Records Storage and ManagementServices Revised 4.1.19 bb Page 7 of 7 ACCESS: CLIENT: iks- DocuSlgn Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 • Acces AM.. Schedule A Town of Firestone Record Center Storage Container storage - (per aM $0.3900 Par 30 Days File Tracking $0.0200 Minimum Monthly Storage $80.0wo Pei Month Initial Onboarding -Add New Container (per cufft) $2.50W Record Center Services Add New Container(per aA) $2.6000 Retrieve Container (percufft) $3.5000 Retrieve Container - Destruction (per culfi) $3.50W Retrieve Container - Permanent Removal (per PA) $3.5000 Refits Contalner(per cunt) $3.6000 Add New File $1.8000 Retrieve He $4.0000 Retrieve Fire - Destruction $4.0000 Retrieve: File - Permanent Removal $4.0000 Refile File $4.0000 DesWction-CeriifiedShredContainer(pprcultt) $5,0000 Plus retrieval Destruction by Certified Shred - File (Boxed or Open Shelf) $2.6W0 Plus retrieve! Permanent RemovalContainer (per culg) $5.AW0 Plus retrieval ParmanentRemoval- AccounlTenninatlon- Container $10.0000 Plusreldevat Permanent Removal He $3.00W Plus retrieval Transportation Services Next Day Delivery l Pickup $30,0000 Transportation Har4ng - Container (per thrift) $2.40 W Transportation Handling - Foe $1.0000 Additional Stops (Multiple locatienshecipfents) $5.0000 Walt Time (Minlrnum 114 Hour) $10.0000 Same Day Delivery! Pickup $43.0000 Rush Delivery $90.0000 After Hours Emergency Delivery $170.0000 Additional Services Container Level Data Entry Performed by Access $0.7500 Retrieve Conlairter - Expedited (Priority Surcharge) $4.0000 File Felder Level Indexing i Data Entry Performed by Access $0.6000 Retdave File- Expedited (Priority Surcharge) $4.00g0 Inter-Fge Document $5.0000 He Not Found $4. W 00 Cancelled Request (per Item) $6.0000 AudhtmleMnglFloor Space Utilization Fee $50.0000 Dock Access - (per oulft) $2.2500 Dock Access - File $1.6000 Repacking of Damaged Container $6,6000 Plus cost of new conlalner Labor (per hour) S50.0000 ' Stwago chwgee ore Wed rn advance, sarvkes W d& areas. •Rarrieoa6 ma lmued to aoiwms pardayer edAWmal ieas may avey. CLIENT' 'Fuer Surchayes epptytotmspmfah'm aAotland&reearae destrudim aervkes andmvigAudaate deper.diVm US. aapadmanf dF,aryy mmr* daltsrlcs and lvdus8y scale. • Any aarvkas not qudad unff ha Brayed et rho al mdard ratan nhictr are avdahla upon rmquoaf. DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-A01313F31813109 AccesS Access OrAmo Tools: FilaDRIDGE Records + HoBRIDGE METRICS $3.0000 AccessNotlfi Breach Response Services+ Business Credential Monitoring provided $30,0WD by Vero PhonelEmail Reference (Order Entry Fee) $10,OODD Minimum Work Order Charge $10A00D Administration Charge (Summary) $10.7500 Administration Charge (Detailed by Mpartmant) $40.0000 Information Security Surcharge $12,5000 Record Center Materials Access Storage Container (10MUIS) $3.0000 1.2 Standard Box 110 Boxes & Lids Bundle $30.00D0 2.4 LellerTransfile Box! 10 Boxes & Lids Bundle $70.0000 X-Ray Box l Individual Box $5.0000 Legal Transfile Brno/ 10 Boxes & Lids Bundle $90.0000 1.2 Box Lid (No BOX) ! Individual Lid Only $3,DODO eraMng Bags f Individual Bag $8.0000 X-Ray 120 Box Bundle S145.OD00 Microfiche or Check l Individual Box $3.0000 Legal Transfilel Individual Box & Lid $9.00DD • Straps oh.rges .r. Mad in odvu L services Wad in hvram. ' Reerevala are Fmffed to 50 Rearsperdayoraddibbnef res, m.yappV CLIENT: ' Fhwf Swelrareaa apply fa Nansp.dafian ae'81nlyerhd/u ascum dos Wtll.n sarvker .ndwFllhrcfuala dependlnperr L15. Depar7menf erFneryy i,��'�✓i- mmfhry rromsuca and induafry acala. • Any aef6ces nor Quoted &YN be charged of the alandaMrates %Akh am aveabla upon request. • • 40 RESOLUTION NO.20-103 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ADOPTING THE FIRESTONE NATIVE WATER DEDICATION POLICY WHEREAS, to broaden the ability of landowners to fulfill the Town of Firestone's ("Town") water dedication requirement, Sections 1.08.050 and 13.08.010 of the Firestone Municipal Code permit, pursuant to a written agreement approved the Board of Trustees, water dedication requirements to be met with sources other than Colorado Big Thompson Units; and WHEREAS, one alternative source as identified in the Town's 2020-2050 Water Action Plan. is "native water," described as applicable to the Town, those water rights appropriated and historically diverted from the South Platte River and its tributary (Boulder Creek and St. Vrain Creek), by ditch and reservoir companies for irrigation uses; and WHEREAS, staff in consultation with its water resource professionals recommends that the Board of Trustees adopt the proposed Firestone Native Water Dedication Policy, which sets forth the terms and conditions by which "native water" may be used to fulfill the Town's residential water dedication requirement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Firestone Native Water Dedication Policy, including Addendum A, is approved in substantially the same form as the copy attached hereto and made a part of this resolution. INTRODUCED, READ AND ADOPTED this 281h day of October, 2020. �r` TOWtV� 10 SEAL ro�o A ATTEST: �_ LINTY, G Koenig, C1VJe'TbAkn Clerk P. HayaMVTown Attorney TOWN OF FIRESTONE, COLORADO Robbi Sin , Mayor • Firestone Native Water Dedication Policy It is the Policy of the Board of Trustees (the "Board") of the Town of Firestone (hereinafter the "Town" or "Firestone") that the following guidelines shall be used to inform the Board when considering agreements for the acceptance of water rights for compliance with the requirements Firestone Municipal Code (the "Code") §§1.08.050 & 13,08.010. This Policy is meant to guide the Board in its ability to enter into an agreements with a land use applicant ("applicant") for the acceptance of water rights other than C-BT units or "water credits" as that term is defined in the Code § 1.08.050(C). The primary source of these other water rights will be "Native Water." For purposes of this policy "Native Water" is used to describe water rights which were appropriated and historically diverted from the South Platte and its tributaries (particularly Boulder Creek and St. Vrain Creek) and which were used for purposes other than municipal uses (primarily irrigation). These often include water rights associated with certain shares of stock in mutual ditch and reservoir companies. An agreement for Firestone to accept Native Water from an applicant (a "Native Water Dedication Agreement") will cover additional aspects of water rights transfers which may not be defined in this policy and for which the Board should consider in consultation with Firestone staff and Firestone's engineering and legal consultants. 2. The Board, by adoption of this Policy, authorizes the Town Manager and the Town do Manager's designee(s) to negotiate Native Water Dedication Agreements with applicants on behalf of Firestone, in accordance with the principles described in. this Policy, subject to final approval of any Native Water Dedication Agreement by the Board. All negotiations and other actions taken prior to the date of this Policy by the Town Manager and the Town Manager's designee(s) with regards to Native Water Dedication Agreements are hereby ratified and approved by the Board. 3. To assist applicants with the dedication of Native Water, the Board adopts Addendum A to this Policy, which is a list of the preliminary information which should be furnished to the Town Manager for any applicant interested in entering into a Native Water Dedication Agreement with Firestone. 4. It is the policy of the Board that any Native Water Dedication Agreement shall include a description of the property for which the applicant shall use the Native Water to meet the requirements of §§ 1.08.050 & 13.08.010 of the Code. Unless otherwise recommended by Firestone staff and agreed upon in the Native Water Dedication Agreement, the Native Water, once dedicated, shall not be transferable for use in meeting the requirements of §§ 1,08.050 & 13.08-010 of the Code on any property other than the property described in the Native Water Dedication Agreement. 5. Native Water which is dedicated to Firestone will need to go through a legal process to • change its permissible use from irrigation or other uses, to Firestone's municipal use in order for the water to be usable by Firestone. This process requires the Native Water be • included in an application for a change of use of water right, which is filed in Water Court, Division 1. Firestone will prosecute any change in use of Native Water dedicated to Firestone unless otherwise recommended by Firestone staff and agreed upon in the Native Water Dedication Agreement. Through the change in use process, Firestone will incur legal and engineering fees. It is the policy of the Board that any Native Water Dedication Agreement shall require the applicant to pay a fee of $250,000.00 to cover these costs. This fee may be changed from time to time by resolution of the Board. 6. When considering whether to accept dedication of Native Water, the primary consideration for the Board should be whether the water rights are readily available for use by Firestone after the change in use process described above. Native Water which was not historically diverted and/or used near Firestone may be difficult for Firestone to utilize. The following list of ditch companies historically delivered water rights near Firestone: a. The Godding Ditch Company b. The Last Chance Ditch Company c. New Coal Ridge Ditch Company d. The New Consolidated Lower Boulder Reservoir and Ditch Company e. The Rural Ditch Company Native Water dedicated in the form of shares from these ditch companies should be readily available for use by Firestone after the change in use process, unless staff identifies other issues with their potential use by Firestone. The Board shall give preference to Native Water Dedication Agreements that propose to dedicate Native Water from these ditch companies. If an applicant proposes to dedicate Native Water from sources other than those described in the list above, the Board will seek advice from Firestone staff as to whether the Native Water would be readily available for use by Firestone after the change in use process. A Native Water Dedication Agreement which dedicates Native Water from sources other than those described in the list above may require the applicant to cover the cost of any additional infrastructure necessary to make the Native Water useable by Firestone, in addition to the Storage and Infrastructure Investment Fee described below. 7. The final determination for the amount of water credited to an applicant by a Native Water dedication ("Final Native Credit") shall be reserved until after the legal process to make the Native Water usable by Firestone is completed. The amount of water that is useable by Firestone from Native Water may vary for each dedication. It is the policy of the Board to consult with Firestone staff and Firestone's engineering and legal consultants for guidance on the estimated amount of Native Water which will be physically and legally available for use by Firestone ("Estimated Native Credit") prior to approving a Native Water Dedication Agreement. It is the policy of the Board that none of the Estimated Native Credit shall be available for conversion to water taps unless otherwise recommended by Firestone staff and agreed upon in the Native Water Dedication Agreement. 8. In order to make Native Water capable of meeting Firestone's year round water demands, Firestone will need to acquire additional water storage and build additional water conveyance infrastructure. It is the policy of the Board that any Native Water Dedication Agreement will include a Storage and Infrastructure Investment Fee to be paid by the applicant. The Storage and Infrastructure Investment Fee shall be set by the Board by resolution and may be amended from time to time by subsequent resolution. 9. Firestone shall retain all rights and interests to any fully consumable return flow credits from dedicated Native Water, which may be generated in the future. It is the policy of the Board that no return flow credits will be provided to or otherwise usable by an applicant unless recommended by Firestone staff and agreed upon in the Native Water Dedication Agreement. 10. The Board reserves the right to decline to accept any Native Water or enter into any Native Water Dedication Agreement with an applicant in its sole and absolute discretion. The Board will not enter into a Native Water Dedication Agreement with an applicant that does not provide the information in Addendum A to the Town Manager or provides insufficient information to the Town Manager. Additionally, it is the policy of the Board to reject the dedication of Native Water where the Town Manager, the Town Manager's designee, and/or Firestone's engineering and legal consultants determine that the Native Water would not be readily usable by Firestone including, but not limited to the following issues: infrequent river diversions, lack of evidence of historical beneficial use, insufficient dry up of lands, low water quality, unavailability of necessary water conveyance or augmentation infrastructure and/or legal restrictions on change in the beneficial use of the Native Water. n LJ ADDENDUM -A to the Firestone Native Water Dedication Policy In order to begin the negotiation of a Native Water Dedication Agreement with the Town of Firestone, any applicant that seeks to make a dedication of Native Water must, as a preliminary step, furnish the Town Manager or the Town Manager's designee the following information regarding the Native Water to be dedicated and the associated property the Native Water will be used for dedication: 1. A copy of the share certificates evidencing ownership of the Native Water (if part of a ditch or reservoir company). 2. A deed or other document evidencing most recent conveyance of the Native Water to the applicant. 3. A share trace (if part of a ditch or reservoir company) evidencing the clear chain of title to the current owner of the Native Water or a letter from the current owner authorizing Firestone or its agents to conduct a share trace on the Native Water. 4. Any liens or encumbrances on the Native Water. S. Any decrees in which the Native Water was changed, including a change in use, change in point of diversion or change in location of use. 6. Any substitute water supply plans which have included the use of the Native Water. 7. Any engineering analysis conducted on the historical use of the Native Water which is in the possession of the applicant. 8. Affidavit of historical use of the Native Water to be dedicated. 9. Dry -up Agreement or other documents evidencing dry -up of the land historically irrigated with the Native Water to be dedicated. 10. The annexation agreement or other information showing the land the applicant intends to use any Native Credit received to support development upon. 11. Any easements, liens or encumbrances on the historically irrigated lands which could affect the title and/or use of the Native Water by the Town of Firestone. C: • RESOLUTION NO.20-104 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO .APPROVING THE PARTIAL ASSIGNMENT OF INTEREST IN THE SUBDIVISION AGREEMENT FOR COTTONWOOD HOLLOW, FILING NO. 1 FROM MORTGAGE CONSULTANTS, LLC TO MELODY HOMES, INC. WHEREAS, Mortgage Consultants, LLC ("Mortgage Consultants"), a Colorado limited liability company, and the Town of Firestone ("Town") entered into that certain Subdivision Agreement ("Agreement") for Cottonwood Hollow Filing No. 1 recorded in the records of the Clerk and Recorder of Weld County, Colorado at Reception No. 4485835 on May 1, 2019; and WHEREAS, Section 8.4 of the Agreement permits the assignment of the Agreement to other parties upon written approval of the Town; and WHEREAS, Mortgage Consultants provided advance notice as required in Section 8.4 of the Agreement to the Town of its intent convey lots and tracts in Cottonwood Hollow Filing No. 1 to Melody Homes, Inc. ("Melody"), and assign certain rights and obligations of the Agreement to Melody; and WHEREAS, Mortgage Consultants and Melody, who desires to fulfill the Agreement's obligations, to the extent such obligations apply to the property within the Subdivision that is being acquired by Melody, request the Town approve the proposed assignment of the Agreement; and WHEREAS, the Board of Trustees of the Town of Firestone, Colorado has considered the proposed Assignment and Assumption Agreement, attached here to as Exhibit A, on October 28, 2020; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The Board of Trustees of the Town of Firestone hereby approves the Partial Assignment and Assumption Agreement, in substantially the same form as the copy attached hereto as Exhibit A and incorporated herein. The Town Manager, or his designee, is authorized hereafter to amend the terms and conditions of the Partial Assignment and Assumption Agreement, or to clarify the nature and extent of the rights and obligations to be assigned to Melody. The Mayor is authorized to execute the Partial Assignment and Assumption Agreement on behalf of the Town upon the Town receiving notification from Mortgage Consultants and Melody that the agreement has been duly executed by each party. 0 • • • INTRODUCED, READ AND ADOPTED this 28th day of October, 2020. F TOWN ATTEST: _ SEA io %ti o�Q ... ....... J Ko si enig, Town Cle 'UNn'..G 2 TOWN OF FIRESTONE, COLORADO —,. r. . . n Mayor • Exhibit A Partial Assignment and Assumption Agreement • 0 C 7:T:ICP�iP•TEiXIfIIZIyPZiIIII&7ilWLTil Total Pages: 10 Rec Fee: $58.00 Carly Koppes - Clerk and Recorder, Weld County, CO PARTIAL ASSIGNMENT OF SUBDIVISION AGREEMENT COTTONWOOD HOLLOW, FILING 1 THIS PARTIAL ASSIGNMENT OF SUBDIVISION AGREEMENT ("Assignment") is made and entered into this 2 OTfi day of , 2020, by and between the TOWN OF FIRESTONE, a Colorado municipal corporation ("Town"), MORTGAGE CONSULTANTS, LLC, a Colorado Iimited liability company ("Mortgage" or "Assignor"), and FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation ("Forestar" or "Assignee"). WHEREAS, Mortgage Consultants and the Town entered into that certain SUBDIVISION AGREEMENT for COTTONWOOD HOLLOW FILING NO. 1, recorded on May 1, 2019 at Reception No. 4485835 in the Office of the Weld County Clerk and Recorder, as amended by that certain FIRST AMENDMENT TO SUBDIVISION AGREEMENT for COTTONWOOD HOLLOW FILING NO. 1, recorded on November 20, 2020 at Reception No. 4653269 in the Office of the Weld County Clerk and Recorder (collectively, the "Agreement"), whereby Mortgage Consultants, as the Subdivider defined in the Agreement, agreed to plan for, install and construct public improvements required to serve the Cottonwood Hollow Filing 1 subdivision (the "Subdivision"), as legally described in the Agreement; WHEREAS, Mortgage is under contract to sell to Forestar all of the platted lots within the Subdivision which platted lots are identified and described on Exhibit A, attached hereto and incorporated herein ("Forestar Property"); and WHEREAS, under the contract for sale, Forestar has agreed to complete the public improvements required to be constructed by Mortgage under the Agreement that are described and identified in Exhibit B to the Agreement, which is attached hereto as Exhibit B ("Forestar- Provided Public Improvements"); WHEREAS, Mortgage desires to assign to Forestar a portion of its rights, title, interest, and obligations under the Agreement, but only to the extent such rights and obligations apply to the Forestar Property and the Forestar-Provided Public Improvements, and Forestar desires to fulfill the Agreement's obligations to the extent such obligations apply to the Forestar Property and Forestar-Provided Public Improvements; and WHEREAS, Section 8.4 of the Agreement requires Mortgage to provide to the Town written notice of any proposed transfer, assignment or delegation of all or any portion of Mortgage's rights and obligations under the Agreement to any successor; and WHEREAS, Section 8.4 of the Agreement further provides that any of the rights and obligations of Mortgage under the Agreement may not be assigned without the written consent of the Town; and WHEREAS, as required by Section l .l 1 of the Agreement, Mortgage has posted cash in the amount of $3,900,254.00 to guarantee completion of the improvements required by the Agreement ("Improvement Guarantee") (00888945.DOCX; 3) 4656832 12/03/2020 01:50 PM Page 2of10 WHEREAS, the Town consents to the proposed Assignment of the Agreement from Mortgage to Forestar upon the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the recitals, promises, covenants and undertakings herein set forth, and other good and valuable consideration, which is hereby acknowledged and receipted for, the Town, Mortgage Consultants and Forestar agree as follows: 1. Incorporation of Recitals. The Parties hereby incorporate the recitals above as part of their agreement as if fully set forth herein. 2. Partial Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgage hereby assigns, sets over and transfers to Forestar all right, title, interest and obligations under the Agreement to the extent such right, interest and obligations apply to the Forestay Property and Forestar-Provided Public improvements ("Assigned Rights and Obligations"). Notwithstanding the foregoing, Assignor shall retain all rights, title, obligations and interest in all sections of the Agreement other than the Assigned Rights and Obligations and that apply to any and all portions of the Subdivision not otherwise acquired by or conveyed to Assignee. Assignor shall further retain all obligations in the following sections of the Agreement and agrees to perform the same: Sections 2.1, 4.1, 4.3 and 4.4. 3. Assumption of Obligations.L Assignee hereby assumes and agrees to perform all of the commitments, obligations, terms, provisions, conditions and covenants of the Assigned Rights and Obligations. 4. Replacement of Improvement Guarantee. Forestar warrants that it shall replace Assignor's Improvement Guarantee with new security of its own in a form and in the amount required by Section 1.11 of the Agreement, but no less than the amount of Assignor's Improvement Guarantee, unless the Town determines at its sole discretion that such new security can be issued at a lesser amount. Forestar shall provide the Town a new Improvement Guarantee within 30 days of execution of this Assignment. Such Improvement Guarantee shall be maintained in accordance with and shall otherwise be subject to all terms and requirements of the Agreement. Upon receipt of Assignee's Improvement Guarantee meeting the requirements of the Agreement, the Town shall return to Mortgage Consultants the Improvement Guarantee posted by it. 5. Effect. Notwithstanding anything in this Assignment to the contrary, this Assignment shall become effective upon the later of full execution by the parties hereto or the date Forestar closes on the purchase of the Forestar Property. 6. Section Headings. The section of headings are inserted herein only for convenience or reference, and in no way shall be defined to limit or describe the scope or intent of any of the provisions in this Assignment. 7. Successors and Assi s. This Assignment shall be binding upon the parties and the successor entity of any party and will be deemed a covenant running with land included within the (01)888945.DOCX; 3) 2 • • 4656832 12/03/2020 01:50 PM Page 3 of 10 Subdivision and will be binding upon all successors in ownership of the land within the Subdivision; provided, however, that in no event will the purchaser of any platted lot within the Subdivision upon which a dwelling has been constructed and issued a certificate of occupancy be deemed to be a successor to Assignee hereunder. 8. Counterparts. This Agreement may be executed in any number of counterparts, and, when so executed, shall constitute a single, binding agreement between those persons who have executed such counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Subdivision Agreement as of the day and year first above set forth. (00888945.DOCX; 3) [signature page follou)s] • • 4656832 12/03/2020 01:50 PM Page 4 of 10 FORESTAR (USA) REAL ESTATE GROUP INC., A DELAWARE CORPORATION By: Printed Name: James D. Allen Title: Chief Financial Officer. ACKNOWLEDGMENT STATE OF TEXAS ) ) ss. COUNTY OF TARRANT ) The fore oing instrument w acknowledged efore m this L/ day of 9[�Y_ N( fV0 1-, , 2020, by 1/� �'S . �LI,�,� , as �%C3 of Forestar (USA) Real Estate Group Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: _T I ► D 1'2D ?,.,3 I I It I INl111 `���Q,� E S rF,,, i z �. PA YJ, � -40 OF J ,. y-lei A 07-10-�/ WUW* Notary Public i00888945.DOCX; 3) 4 • • 4656832 12/03/2020 01:50 PM Page 5 of 10 MORTGAGE CONSULTANTS, LLC a Colorado limit liability company By: _ A lil Printed Name: o1A1'L 'y1 Title: N14 t M to 6 Cf ACKNOWLEDGMENT STATE OF COLORADO ) ss. COUNTY OF Ffir c0f— ) The foregoing instrument was acknowledged before me this day of +M It k , 2020, by 0"Q _ CkUv+c ,� , as Dk4lacAvla -of MORTGAGE CONSULTANTS, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: D f n r (SEAL) Notary Public BIANCA L. AICE125 NOTARY PUBLIC STAVE OF COLORADO NOTARY ID MY COMM 55 ON EXPIRES AIIcuST3, 7a24 (00888945.DOCX; 3) • • • 4656832 12/03/2020 01:50 PM Page 6 of 10 ACKNOWLEDGEMENT OF NOTICE AND CONSENT TO ASSIGNMENT The Town of Firestone acknowledges receipt of notice of this Assignment, and acknowledges to Assignor and Assignee that the foregoing Assignment is consented to by: ATTEST: TOWN OF FIRESTONE, COLORADO BoYbi SindeM, {00888445.DOCX; 3} • • • 4656832 12/03/2020 01:50 PM Page 7 of 10 Exhibit A Forestar Property Lots 1 through 34, Block 1, Lots 1 through 12, Block 2, Lots 1 through 3, Block 3, Lots 1 through 9, Block 4, Lots 1 through 11, Block 5, Lots 1 through 17, Block 6, Cottonwood Hollow, Filing 1 Town of Firestone, Weld County, State of Colorado 100888945.DOCX; 3) 7 • • • 4656832 12/03/2020 01:50 PM Page 8of10 Exhibit B (Forestay -Provided Public Improvements) EXII-11131T• O (Scbcdule of lmlsrnvcnicnts) EybibR B Coltonwmx d Wow, Krig 1 Wilily Cost r Quanbly Estimala (late January 11, 2010 WORK ITEM QUANTITY VNIT UNIT ESTIMATED COST COST EROSION CONTROL GOMMte Washout 1 VA $760 $7 . Gonstrtsci M Cence 2.400 LF $1 $2,4 Inlet praleoilon 16 EA $300 $4, Ouftetp (Aeclion 4 EA $300 $112 Sill terica-Reliftrued 6,750 LF $1 S8,7' Sid and Hued 23 AG $860 319.80 Stabilized Staging Area 1 EA $1,300 $1, VahIcID trsckmg pad 1 EA Si.wo Si, 'r6mpotary Sediment Basin 2 E-A 53,50 S7, 80b,101el 547, FARTHWOR K Fill Quainhtes 64,705 CY $3 $161.7 CutQuarilk-0 57.093E CY $3 $144, Ervv*a 00,A1101 1 iS 83,54t} $3, $utxoial SS10,2A r ROAIAVAY Street subgrada propariCan 20,700 SY $2 $69.4 Bate COMa 29,700 SY $12 S356.4 Asphalt (li" TW.X)i 27,400 SY U7 $739, W Vertical Curb & Gutter 466 LF $20 $9,1 Mountable Curb & Guitar 7,600 LF $25 51m0, Concrete sidewalk, A. V Wde, 4" thick 6,725 LF $16 $121,0 Conte sidewalk 80 wide 4" thick ass LF $32 $14, . . Handi•Cap RanVs 20 EA 32,5i1D S ,0.0 Ctoss Pan /Curb Returns 6 EA 32,50D 316,00 Stiiagaand 81.4#q 1 LS $1,500 $1, SirestLlghling- CobraHead 3 E4 35,40b 3i5,bp Street Lights (Residential) B EA 51.60D $12,00 Traffic Control 1 L$ $4,4DD $4,00 Manhole Adjusinwru 0 EA $5DD $3,6D (00888945.DOCX; 3) 4656832 12/03/2020 01:50 PM Page 9 of 10 • Cottermioad Hollow. Filing 1 wility God l ou"Illy Eslirrlale Valve Box Adjustments 29 EA. $500 $14,500 Saw Cut 06 LF $2 $1W Asphaft Saw cut and Tee Patvh 418 LF $22 S1,056 6ubtatai $1.607,134 STORM SEWER i Ir P4*.. fie inlaren l Cerinfele Nq* (RCP) 640 LF 600 332400 16' Flared End Section RCP 9 EA $700 $8,3m 24" P" Relnlorred Cancrele P�. (R('P) 283 LF $70 319,810 24" Plated End Section RCP 2 EA 580D S1,60D W' Pips; Relnfor(xd Conoftle Pita; (RCP) 230 LF $90 $20.700 N' Flared End &cation RCP 4 EA $1.UDp S4,OW 36' Pipe Rainroreod Conceetn Fpe (RCP) 476 LF 100 517,ka 48' Pipe ADS 10 LF 38M W Pipe Reinforced Cannata Pipe (RCP) 260 LIF 5135 $33,750 4V' Flared End Secton CMP 1 EA wo $600 4S' Flared End Section RCP 1 EA 32,E $2,000 Manholo, 4' dla. 2 EA $3.500 $7,000 Manhole, 5' dIv, 2 FA 54,200 $614r#0 Manhole, 6' dle. 4 EA $6,801) $5,500 HoadwalIN4ing vrall 2 L5 S6,003 $10'aw Cutlet Structures 2 EA S2,700 $5,40t1 V Type'R' Inlet 1 EA S4,24D S4,200 1 ty Type'F inlet 2 EA $4,601) $11,7tiu 15' Type'R" Inlet 5 EA S6,009 $25,0G0 2' Conc, Park - 4" Thd 115 LF 3-12 $1.380 CDOT T=Base Manhole 1 EA 32,8W $2.800 15 -type '13- Inletwl Modllied GrAte (Inter Inlet 200) 1 EA S ODO $5,000 Type 'C' Inlet 1 EA $2. SOD $2,100 Suwtal $225,540 IRRIGATION DITCH Via" Pipe Reinforced Gpnerete Pipe (Rr—P) 11523 LF $90 $137,070 Manhole, Sala: 5 EA S4,20D $21,aco 34" Fri ad End SocGon RCP 2 FA $1,000 $2,000 Box Culvert 46' x fare` 158 LF $403 $63.200 Heaawalllmng violl 2 LS $5,(lS}0 $1010c0 5ublot2e $233,270 WATER SYSTEM - POTABLE Connect to existing line 2 EA S1.200 $2.400 S" Pipe PVC C-ODD, Gass 150 8,245 LF $25 $206,126- €i" Gate valve 16 EA 5118w $25,600 • (00888945.DOCX; 3) 9 • 4656832 12/03/2020 01:50 PM Page 10 of 10 Cottonwood Hold rr, Fling 1 Utility Cost 1 Quenidy Er.11mate V' Rend Fittings 65 EA %50 $24,750 21' Papa SkxACasing 80 LF $112 $8,860 12' Pipe PVC C-900, cka s 150 6,663 LF $36 $M,288 12" Gate value 8 EA $3.000 $24,000 IT'Bend Fittings 28 EA M50 $18,850 26' S1eal Casing 80 LF $115 $14,000 6" Ductile Iron 418.6 LF $80 $12,555 Finff Hydiarrd Asser'nbly 10 EA $2,500 $25,000 Wabwffna Lmating EA $4,500 $40,500 Air and VacuumVatv&Vat►ll 1 tok $1,500 $1,600 Water sepAce lines 86 EA $850 $73,100 Subloi;al $713,008 IRRIGATION SYSTEM Connod to propow Ilno 3 EA $12 $30 114' Irrlgnunn $ervtce Meier i ffA $w $600 1" Irrigation SFrvius Motor 2 EA $540 $1,000 Spti kler heads 145 EA $3 S438 Irrigation Control Valve 20 EA $#0 S200 8 Wation Controller 2 EA $54 S100 1' Ccvper 110 LF $2 9220 3" Sleeve 625 LF $2 593E 6" Sleeve 626 LF $3 $1,876 1` Irrigation Lino 3,150 LF $3 $7.876 1-114" Irrigation Line 340 LF $3 $1.020 1-112' irrigation Lire 650 LF $4 $2,275 112":rlirgagoil Pop Li±* 900 LF $2 $1,800 Subtotal $14,109 • SANITARY SEWER SYSTEM S" PVC pipe SOR 35 4.925 LF $132,975 Manhole.4'dia. 25 EA $57,600 Sanitary s(AW services 69 EA $A9,450 Sublot&1 $239,925 SUBTOTAL CONSTRUCTION 53,38i'm CONTINGENCIES i@ IS% $508,726 TOTAL CONSTPUCTION $3,900,254 (00888945.DOCX; 3) 10 • • RESOLUTION NO.20-105 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING AN AMENDMENT TO THE SUBDIVISION AGREEMENT FOR COTTONWOOD HOLLOW, FILING NO.1 WHEREAS, Mortgage Consultants, LLC ("Mortgage Consultants"), a Colorado limited liability company, and the Town of Firestone ("Town") entered into that certain Subdivision Agreement ("Agreement") for Cottonwood Hollow Filing No. 1 recorded in the records of the Clerk and Recorder of Weld County, Colorado at Reception No. 4485835 on May 1, 2019; and WHEREAS, in anticipation of Mortgage Consultant's proposed transfer of certain lots and tracts in Cottonwood Hollow Filing No. 1 to Melody Homes, Inc. ("Melody"), the parties desire to amend, modify, change or alter certain provisions of the Agreement to facilitate the proposed transfer to Melody; and WHEREAS, the Board of Trustees of the Town of Firestone, Colorado wishes to authorize the execution of a "First Amendment to Subdivision Agreement," attached here to as Exhibit A, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The First Amendment to Subdivision Agreement pertaining to the Cottonwood Hollow Filing No. 1 Subdivision is approved in substantially the same form as the copy attached hereto as Exhibit A and incorporated herein. The Mayor is authorized to execute the amendment on behalf of the Town upon the Town receiving notification from Mortgage Consultants that the agreement has been duty executed by Mortgage Consultants. INTRODUCED, READ ADOPTED this 28t` day of October, 2020. ATTEST: rP' TOWN r qq ��pp10 {rn SEAL : Go 1 TOWN OF FIRESTON , COLORADO 7c4& �kffc,'17 bbi Sin , Mayor • Exhibit A Partial Assignment and Assumption Agreement • 0 • When recorded return to: FIRST AMENDMENT TO SUBDIVISION AGREEMENT (Cottonwood Hollow, Filing 1) THIS FIRST AMENDMENT TO SUBDIVISION AGREEMENT ("First Amendment") is made and entered into this day of , 2020, with reference to that certain SUBDIVISION AGREEMENT for Cottonwood Hollow, Filing 1 by and between the TOWN OF FIRESTONE, a Colorado municipal corporation ('Town), and Mortgage Consultants, LLC, a Colorado limited liability company ("Subdivider"), which Agreement was recorded May 1, 2019 as Reception No. 4485835 i.n the Office of the Weld County Clerk and Recorder C Bement I). WHEREAS, the Town and Subdivider desire to amend certain terms of the Agreement NOW THEREFORE, in consideration of the recitals, promises, covenants and undertakings herein set forth, and other good and valuable consideration, which is hereby acknowledged and reccipted for, the Town and Subdivider agree as follows: 1. Subdivider is under contract to sell the platted lots in the Subdivision to Melody Homes, • hie. ("Melod '). Provided that Melody closes on the acquisition of the lots pursuant to that contract, Section 1.3(b) of the Agreement is amended to change the date "October 1, 2020" to "October 1, 2021". • 2. Sections 1.7 and 1.8 are amended to change "one (1) year" to "two (2) years". 3. Section 4.1 is amended to reference Exhibit D instead of Exhibit E, and Exhibit D is amended to remove Tract F. Subdivider shall convey Tract B, C, D, F, H, J, M through Q, S and T to the Cottonwood Hollow Residential Metropolitan District within five (5) days after the effective date of this First Amendment by special warranty deed. 4. Within five (5) days after the effective date of this First Amendment, Subdivider shall execute and record a correction deed for Tracts E, K and L in a form satisfactory to the Town. 5. In the event of any conflict between the terms of this First Amendment and the terms of the Agreement, the terms of this First Amendment shall control. 6. Except as amended by this First Amendment, the Agreement shall remain in full force and effect in accordance with its terms. {00884065.DOC; 31 • IN WITNESS WHEREOF, the Town and Subdivider have executed this First Amendment to Subdivision Agreement as of the day and year fk st above set forth. • LJ TOWN OF FIRESTONE, COLORADO {00884065.DOC; 3} • SUBDIVIDER: MORTGAGE CONSULTANTS, LLC a Colorado corporation By: _ Name: Its: STATE OF COLORADO ss COUNTY OF The above and foregoing signature of , as Mortgage Consultants, LLC, was subscribed and sworn to before me this _ day of 0 12020. Witness my hand and official seal. LJ My commission expires on: (SEAL) Notary Public of {0088406500C; 3} • • A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING THE SUBMITTAL OF AN APPLICATION FOR A PEACE OFFICER'S MENTAL HEALTH SUPPORT GRANT WHEREAS, the State of Colorado as administered by the Department of Local Affairs ("DOLA") has established the Peace Officers Mental Health Support Grant Program, ("Program") whose purpose is to assist law enforcement agencies to provide on -scene support services and counseling for officers, to develop policies to support officers involved in shootings or fatal use of force, and training, education and peer support programs that address issues regarding the recognition, prevention and treatment of mental trauma; and WHEREAS, the Police Departments of the Towns of Firestone, Mead, Fredrick and the City of Dacono desire to submit a multi -jurisdictional application to DOLA for a grant award of $224,600.00 with the Town of Mead to serve as the sub -grantee; and WHEREAS, such monies would be used to fund two full time staff positions at North Range Behavioral Health who would provide all of the parties officers with the counseling, training and support services identified in the Program; and WHEREAS, DOLA requires that the grant application receive the approval of the Town's Board of Trustees. THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, THAT: The Board of Trustees of the Town of Firestone strongly supports the goals of the State's Peace Officers Mental Health Support Grant Program and approves the Police Department's submittal, as a party to a multi jurisdictional application to DOLA seeking an award of $224,600.00 of Program funds. INTRODUCED, READ AND ADOPTED this ay of (1 72020. ATTEST: If v J ssi a Koenig, CMC, T r�'TOWN OF FIRESTONE, COLORADO de _V\ 01 TOW LL �,�y : � bbi Sin ar, Mayor PR E AS TO FORM: Clerk Willia4i Wayashi, Town Attorney • RESOLUTION NO. 20-110 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTIONE, COLORADO, LEVYING GENERAL PROPERTY TAXES FOR THE 2020 TAX YEAR, TO HELP DEFRAY THE COSTS OF GOVERNMENT FOR THE TOWN OF FIRESTONE, COLORADO FOR THE 2021 BUDGET YEAR. WHEREAS, the Board of Trustees of the Town of Firestone on December 9, 2020 adopted the annual budget for the 2021 budget year in accordance with the Local Government Budget Law; and WHEREAS, a general property tax mill levy is necessary to defray the general expenses of Town government for the 2021 budget year; and WHEREAS, the 2020 valuation for assessment for the Town of Firestone as certified by the County Assessor is $218,992,894; and WHEREAS, the Town is exempt from the statutory property tax revenue limitation (5.5% limit) due to voter approval of Ballot Issue A at the April 2, 1996 regular municipal election; and • WHEREAS, the Town is exempt from the fiscal year spending limitation imposed by Article X, Section 20 to the Colorado Constitution, due to voter approval of Ballot Issue A at the April 2, 1996, regular municipal election; and WHEREAS, the Board of Trustees must certify the mill levies for the 2021 budget year by December 15, 2020, and by this Resolution desires to so certify its general mill levy. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. That for the purpose of meeting all general operating expenses of the Town of Firestone during the 2021 budget year, there is hereby levied a tax of 6.805 mills upon each dollar of the total valuation for assessment of all taxable property within the Town for the year 2020. Section 2. That the Town Director of Finance is hereby authorized and directed to immediately certify to the County Commissioners of Weld County, Colorado, the mill levy for the Town of Firestone as herein above determined and set. 0 • PASSED AND ADOPTED this 9th day of December, 2020. VED AS TO FO William P. Hayashi, T • LI 2 • RESOLUTION NO.20-111 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, FINDING SUBSTANTIAL COMPLIANCE OF AN ANNEXATION PETITION FOR PROPERTY LOCATED AT LOT 2, AMENDED RECORDED EXEMPTION NO. 1313-03-04-AmRE-626, ACCORDING TO THE PLAT THEREOF RECORDED 12/17/2009 AT RECEPTION NUMBER 3665637, WELD COUNTY, COLORADO AND SETTING A PUBLIC HEARING ON THE PETITION IN ACCORDANCE WITH THE MUNICIPAL ANNEXATION ACT OF 1965 WHEREAS, a Petition for Annexation of the hereinafter described real property has been filed with the Town Clerk of the Town of Firestone, Colorado; and WHEREAS, the Petition has been referred to the Board of Trustees of the Town of Firestone, Colorado, for a determination of substantial compliance with the requirements of C.R.S. � 31-12- 107(1); and WHEREAS, the Board of Trustees has been advised by the staff, and has taken official notice of all maps, records and other information and other materials on file with the Town of Firestone, Colorado, regarding said petition. • NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The Petition for Annexation of the following described real property: Lot 2, Amended Recorded Exemption No. 1313-03-04-AmRE-626, according to the plat thereof recorded 12/17/2009 at Reception Number 3665637, Weld County, Colorado. is determined to be in substantial compliance with C.R.S. § 31-12-107(1). Section 2. The Board of Trustees shall hold a public hearing on the proposed annexation on January 13, 2021 at 7:00 P.M., or as soon thereafter as possible, at Firestone Town Hall, 9900 Park Avenue (formerly addressed as 2 Park Avenue), to determine if the proposed annexation complies with Section 30 of Article II of the Colorado Constitution and C.R.S. §§ 31- 12-104 and -105, or such parts thereof as may be required to establish eligibility for annexation. Section 3. The Town Clerk shall publish a Notice of Public Hearing once a week for four successive weeks in a newspaper of general circulation in the area proposed to be annexed, with the first publication of such notice to be at least thirty days prior to the date of the hearing. The Town Clerk shall further provide notice to the Clerk of the Board of County Commissioners of Weld County, the Weld County Attorney, and to any special district or school district having territory within the area proposed to be annexed, in the manner and within the time provided in C.R.S. § 31-12-108(2). 0 INTRODUCED, READ AND ADOPTED thi ftay of , 2020. TOWN OF FIRESTONE, COLORADO : 0 Bo46i Sinde , Mayor f ATTEST: S �� �`• : o0 Jissila Koenig, CMC T-ow i Clerk APPR VED AS TO F Q" � — Willi ayashi, Town Attorney • 2 . RESOLUTION NO.20-112 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT FOR THE CONSTRUCTION OF DIVERSION FACILITIES AND DRAINAGE IMPROVEMENTS BETWEEN THE TOWN OF FIRESTONE AND THE LAST CHANCE DITCH COMPANY WHEREAS, the Town of Firestone ("Town") plans to deliver Town water from the Rural Ditch into the Last Chance Ditch for conveyance to the Firestone Reservoirs; and WHEREAS, the Last Chance Ditch Company is amenable to allowing such conveyance subject to certain terms and conditions, which include: 1. The Town's construction and installation of a gate structure and diversion, which will draw water from the Last Chance Ditch for conveyance to Firestone Reservoir No. 1; and 2. The Town's construction of a diversion system to draw water from the Rural Ditch into the Last Chance Ditch for conveyance to Firestone Reservoir No. 1; and 3. The Town's construction of interim drainage improvements at the location of the proposed diversion system to permit Tri-Town Drainage storm water flow in excess of the Last . Chance Ditch's capacity into a culvert and natural drainageway that will then convey the storm water flow to the St. Vrain River; and WHEREAS, time is of the essence to ensure that the Town remain on schedule to meet the planned operational date of the Water Treatment Plant such construction must be done this winter when the ditches are not running. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Last Chance Ditch Company for Construction of. (1) a Structure through which to deliver water from Rural Ditch into the Last Chance Ditch; (2) a Check Structure and Delivery Turnout Structure intended to convey water from Last Chance Ditch into Firestone Res. No. 1; and (3) an Interim Structure by which to direct Tri-Town Drainage back to St. Vrain Creek through Last Chance Ditch, is approved in substantially the same form as the copy attached hereto and made a part of this resolution, subject to final approval by the Town's Public Works Director of non -substantive amendments recommended by the Town's water resource consultants, and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this�lay of , 2020. -��- { f TOWN m SEAL l0 O� t Q O .y � .V O�N WN OF FIRESTONE, COLORADO /� w Sindeldr, Mayor • ATTEST: AS TO F William-PYHayashi, Town Attorney • 0 RESOLUTION NO.20-113 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A WATERLINE EASEMENT AND RIGHT OF WAY DEED AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND VARRA COMPANIES, INC. WHEREAS, the Town of Firestone ("Town") is in need of acquisition of an easement from Varra Companies, Inc., ("Varra") to construct, operate and maintain a pipeline that, as part of the Town's Augmentation Plan, will transport water from Firestone Reservoir No. 1 to the St. Vrain River; and WHEREAS, Varra is willing to grant such easement subject to the Town's requirements: (1) Permitting Varra to use the Town's irrigation ditch diversion to convey water from the Rural Ditch to the Last Chance Ditch; (2) Granting Varra an easement upon the Town's Gould Property for the use and operation of an irrigation ditch shared by the parties; (3) Granting Varra an easement upon the Town's Gould Property to re-establish an extension of an existing irrigation ditch to serve Varra's property; and WHEREAS, the Town's Board of Trustees finds that the Waterline Easement and Right of Way Deed Agreement is of benefit to the Town. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Waterline Easement and Right of Way Deed Agreement between the Town of Firestone and Varra Companies, Inc., is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this1b ay of "', 2020. AWN OF FIRESTONE, COLORADO Tpyy'��c�` N B64ki S de , Mayor SITA. 10 ATTEST: 01.q PR D AS TO FORM: oUti�' ,co�,o ] s ca Koenig, CMC Clerk WillianT IV Hayashi, Town Attorney 9 0 0 0 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND TIMBER LINE ELECTRIC AND CONTROL CORP FOR WATER DISTRIBUTION SCADA UPGRADE DESIGN SERVICES WHEREAS, the Town of Firestone ("Town") is in need of design services to examine, repair and upgrade the Town's Water Distribution Supervisory Control and Data Acquisition (SCADA); and WHEREAS, the Town published Requests for Proposals for SCADA design services, and out of twelve respondents selected Timber Line Electric and Control Corp., as the lowest qualified responsive bidder. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement for Professional Services between the Town of Firestone and Timber Line Electric and Control Corp., for Water Distribution SCADA Upgrade Design, is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thi4bTay of G , 2020. ATTEST: Koenig, TOWN OF FIRESTONE, COLORADO ESTO r I�Iarof - r""4, ,,........ OWN ti B bi Sindelar Mayor SEAL `• °o ' s o Clerk A D AS O FORM: William Hayashi, Town Attorney • AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL, SERVICES (the "Agreement") is made and entered into this L2& day of , 2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and Timber Line Electric and Control Corp., an independent contractor with a principal place of business at 17591 Highway 8 (PO Box 793), Morrison, CO 80455 (Contractor") (each a `Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and (mown as: WATER DISTRIBUTION SYSTEM SCADA UPGRADES DESIGN W2020-9532 B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. - III. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. Ill. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor 27 010.00. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. • IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified In the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. 0 VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a, minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, Its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vil 1. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. • B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13,50.5-102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement, B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the EVerify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request bythe Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms . of this Agreement. 0 E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severabillty. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, of seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Sub'ect to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is . subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. • • L. representative Aulhorlty. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS. WHEREOF, Ilia !';srli:::; !Elva} ex:.:;: i"A !hi:: ?f s;ttarnnunt m-: ;if tlm Eff m livo p!: dn. Towns TOWN Of FIRESTONE, COLORADO m l SEA �pVfll Mayor, Bobbi S elar AI IESI: lf, own f ryi Y r i T V rV William!'. yashi, Town Attorney A'fTL=ST: R TIMBER LINE ELECTRIC AND CONYROt. CORP. Print: ,. - k, ' 4 r� DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Contractor participates in the Department of tabor Lawful Presence Verification Program I, , as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. 1 have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature • STATE OF COLORADO ) ss. COUNTY OF Date The foregoing instrument was subscribed, sworn to (or affirmed) before me this 2020, by as My commission expires: (SEAL) 0 Notary Public day of of • EXHIBIT A SCOPE OF SERVICES See attached 3 pages inclusive of additional services noted as items 9,10, and 11 • • • Detailed Estimate Firestone Water Distribution System SCADA Upgrades Design October 2020 • W2020-9532 Timber Line Electric & Control Corporation • Phone: 303-697-0440 • Fax: 303-697-0450 9 www.tlecc.net • • 7{m6e�Llna lerMcdConvoJ.Co�orallon # Task Description. Please Note: each cost item includes almix of Est. Anticipated Complete skills and billingrates as well as an drive time and miles e.: Hours Cost Date 1 Assessment of existing system including I/O list of each site, an 42 $5,975.00 Dec 30 inventory of items that will be retained, and a list of items to be removed/replaced/updated. Includes visits to Alluvial wells Horizontal well and 7 other existing assets. e -iLt0 2 Overview of construction specifications for the Reservoir 1, 12 $1,584.00 Jan 10 Irrigation pump station, Tower pump station, SV WTP Pump Station with regards to integration into the SCADA system. 3 Discussion and research on the best communication media(s) for 40 $5,700.00 Jan 30 Firestone including radio telemetry, fiber, cellular and Town networks. Review of radio path profiles/verification. 4 Provide recommendations for SCADA/telemetry hardware, PLC's, 17 $2,116.00 Feb 10 radios, modems, Ethernet/fiber switches, computers, control software, remote access software, and alarm dialing software. This will include preliminary network/communication map showing links between the computerized central, the (2) Reservoir 1 OIT's, and the SV WTP or SV Delivery Pump Station. 5 Review and suggestions for sheets P&ID 001 and MID 002 of the 14 $1,768.00 Feb 20 project plans for Reservoir 1. Includes creation of MID documents for the peripheral sites of turnouts and meter vaults. 6 Review or design coordination with the engineers working on the 2 $273.00 Feb 20 SV WTP Delivery Pump Station. 7 Final Telemetry communications map including 7 existing sites, 22 $2,850.00 March 1 Alluvial Wells, Horizontal Well, Reservoir 1, SV WTP, SV Delivery Pump Station, and other future assets such as the blending stations. This will include a selection for the best place to house the computerized central control and an needed remote access requirements. RI 8 Production of a specification and plans to allow Firestone to bid the 20 $2,525.00 April 15 new telemetry system. This will include final delineation of the hardware specifications. 1Base Desi n Packs a V 69 22 791.01) 9 This item was not specifically called -out in the RFP: Timber Line 20 $2,595.00 March would like to provide a complete control narrative for the water 30 system with assistance from yourcivil. engineer. 10 This Item was not specifically called -out in the RFP: Timber Line 4 $464.00 March would like to provide consulting/ specifications on making 30 Firestone's SCADA system compliant with AWIA regulations for SCADA resilien . 11 This item was not specifically called -out in the RFP: 10 $1,160.00 March Cost estimate for installed SCADA system for Firestone's budgeting 30 purposes. Timber Line Electric and Control Corp, 17591 Hwy 8, Morrison, CO 80465, 303-697-0440 • rt , LEC sTimber Llne_Electric 8 Control Corporation Items'NOT included in the time estimates on previous sheet: • MID for SV Delivery Pump Stations. This is probably being completed by the design engineers. • KID for blending stations. We will need more information or an I/O list for this project. • Labor for post -bidding services such as submittal review, construction oversight, change order reviews, construction close out. This will depend on how many telemetry sites are actually bid and the completion schedule for each. This will need additional information, Cost Options: If Firestone is interested in having Timber Line provide a design/build/install package, we anticipate that approximately $6,000 will be saved due to familiarization, site tour, cost estimates and SCADA mapping already being completed in the design phase. Timber Line Electric and Control Corp, 17591 Hwy 8, Morrison, CO 80465, 303-697-0440 0 RESOLUTION NO.20-115 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING THE PARTIAL ASSIGNMENT OF INTEREST IN THE SUBDIVISION AGREEMENT FOR COTTONWOOD HOLLOW, FILING NO. 1 FROM MORTGAGE CONSULTANTS, LLC TO FORESTAR (USA) REAL ESTATE GROUP, INC. WHEREAS, Mortgage Consultants, LLC ("Mortgage Consultants"), a Colorado limited liability company, and the Town of Firestone ("Town") entered into that certain Subdivision Agreement ("Agreement") for Cottonwood Hollow Filing No. 1 recorded in the records of the Clerk and Recorder of Weld County, Colorado at Reception No. 4485835 on May 1, 2019; and WHEREAS, Section 8.4 of the Agreement permits the assignment of the Agreement to other parties upon written approval of the Town; and WHEREAS, Mortgage Consultants provided advance notice as required in Section 8A of the Agreement to the Town of its intent convey lots and tracts in Cottonwood Hollow Filing No. 1 to Forestar (USA) Real Estate Group, Inc. ("Forestar"), and assign certain rights and obligations of the Agreement to Forestar; and • WHEREAS, Mortgage Consultants and Forestar, who desires to fulfill the Agreement's obligations, to the extent such obligations apply to the property within the Subdivision that is being acquired by Forestar, request the Town approve the proposed assignment of the Agreement; and WHEREAS, the Board of Trustees of the Town of Firestone, Colorado has considered the proposed Assignment and Assumption Agreement, attached here to as Exhibit A. on November 18, 2020; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The Board of Trustees of the Town of Firestone hereby approves the Partial Assignment and Assumption Agreement, in substantially the same form as the copy attached hereto as Exhibit A and incorporated herein. The Town Manager, or his designee, is authorized hereafter to amend the terms and conditions of the Partial Assignment and Assumption Agreement, or to clarify the nature and extent of the rights and obligations to be assigned to Forestar. The Mayor is authorized to execute the Partial Assignment and Assumption Agreement on behalf of the Town upon the Town receiving notification from Mortgage Consultants and Forestar that the agreement has been duly executed by each party. Section 2. Upon the Mayor's execution of the Partial Assignment and Assumption • Agreement, Resolution 20-104, adopted on October 28, 2020, is hereby repealed in its entirety. Any authority granted to the Mayor to execute any documents concerning a proposed assignment 1 • between Mortgage and Melody Homes, Inc. pursuant to Resolution 20-104 is hereby revoked, and the execution by the Mayor of any such assignment documents shall be deemed null and void. • INTRODUCED, READ AND ADOPTED this jh day of November, 20_ZO. 2 TOWN OF FIRESTONE, COLORADO IBi &Sindkk"M`ayor • Exhibit A Partial Assignment and Assumption Agreement • 0 • 4656832 12/03/2020 01:50 PM Total Pages: 10 Rec Fee: $58.00 Carly Koppes - Clerk and Recorder, Weld County, CO PARTIAL ASSIGNMENT OF SUBDIVISION AGREEMENT COTTONWOOD HOLLOW, FILING 1 THIS PARTIAL ASSIGNMENT OF SUBDIVISION AGREEMENT ("Assignment") is made and entered into this '2 Dom{ day of , 2020, by and between the TOWN OF FIRESTONE, a Colorado municipal corporation ("Town"), MORTGAGE CONSULTANTS, LLC, a Colorado limited liability company ("Mortgage" or "Assignor"), and FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation ("Forestar" or "Assignee"). WHEREAS, Mortgage Consultants and the Town entered into that certain SUBDIVISION AGREEMENT for COTTONWOOD HOLLOW FILING NO. 1, recorded on May 1, 2019 at Reception No. 4485835 in the Office of the Weld County Clerk and Recorder, as amended by that certain FIRST AMENDMENT TO SUBDIVISION AGREEMENT for COTTONWOOD HOLLOW FILING NO. 1, recorded on November 20, 2020 at Reception No. 4653269 in the Office of the Weld County Clerk and Recorder (collectively, the "Agreement"), whereby Mortgage Consultants, as the Subdivider defined in the Agreement, agreed to plan for, install and construct public improvements required to serve the Cottonwood Hollow Filing I subdivision (the "Subdivision"), as legally described in the Agreement; WHEREAS, Mortgage is under contract to sell to Forestar all of the platted lots within the Subdivision which platted lots are identified and described on Exhibit A, attached hereto and incorporated herein ("Forestar Property"); and WHEREAS, under the contract for sale, Forestar has agreed to complete the public improvements required to be constructed by Mortgage under the Agreement that are described and identified in Exhibit B to the Agreement, which is attached hereto as Exhibit B ("Forestar- Provided Public Improvements"); WHEREAS, Mortgage desires to assign to Forestar a portion of its rights, title, interest, and obligations under the Agreement, but only to the extent such rights and obligations apply to the Forestar Property and the Forestar-Provided Public Improvements, and Forestar desires to fulfill the Agreement's obligations to the extent such obligations apply to the Forestar Property and Forestar-Provided Public Improvements; and WHEREAS, Section 8.4 of the Agreement requires Mortgage to provide to the Town written notice of any proposed transfer, assignment or delegation of all or any portion of Mortgage's rights and obligations under the Agreement to any successor; and WHEREAS, Section 8.4 of the Agreement further provides that any of the rights and obligations of Mortgage under the Agreement may not be assigned without the written consent of the Town; and WHEREAS, as required by Section 1.11 of the Agreement, Mortgage has posted cash in the amount of $3,900,254.00 to guarantee completion of the improvements required by the Agreement ("Improvement Guarantee") (00888945,DOCX; 3) 4656832 12/03/2020 01:50 PM Page 2 of 10 WHEREAS, the Town consents to the proposed Assignment of the Agreement from Mortgage to Forestar upon the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the recitals, promises, covenants and undertakings herein set forth, and other good and valuable consideration, which is hereby acknowledged and receipted for, the Town, Mortgage Consultants and Forestar agree as follows: 1. Incorporation of Recitals. The Parties hereby incorporate the recitals above as part of their agreement as if fully set forth herein. 2. Partial Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mortgage hereby assigns, sets over and transfers to Forestar all right, title, interest and obligations under the Agreement to the extent such right, interest and obligations apply to the Forestar Property and Forestar-Provided Public Improvements ("Assigned Rights and Obligations"). Notwithstanding the foregoing, Assignor shall retain all rights, title, obligations and interest in all sections of the Agreement other than the Assigned Rights and Obligations and that apply to any and all portions of the Subdivision not otherwise acquired by or conveyed to Assignee. Assignor shall further retain all obligations in the following sections of the Agreement and agrees to perform the same: Sections 2.1, 4.1, 4.3 and 4.4. 3. Assumption of Obligations. Assignee hereby assumes and agrees to perform all of the commitments, obligations, terms, provisions, conditions and covenants of the Assigned Rights and Obligations. 4. Replacement_ of Improvement Guarantee. Forestar warrants that it shall replace Assignor's Improvement Guarantee with new security of its own in a form and in the amount required by Section 1.11 of the Agreement, but no less than the amount of Assignor's Improvement Guarantee, unless the Town determines at its sole discretion that such new security can be issued at a lesser amount. Forestar shall provide the Town a new Improvement Guarantee within 30 days of execution of this Assignment. Such Improvement Guarantee shall be maintained in accordance with and shall otherwise be subject to all terms and requirements of the Agreement. Upon receipt of Assignee's Improvement Guarantee meeting the requirements of the Agreement, the Town shall return to Mortgage Consultants the Improvement Guarantee posted by it. 5. Effect, Notwithstanding anything in this Assignment to the contrary, this Assignment shall become effective upon the later of full execution by the parties hereto or the date Forestar closes on the purchase of the Forestar Property. 6. Section Headings. The section of headings are inserted herein only for convenience or reference, and in no way shall be defined to limit or describe the scope or intent of any of the provisions in this Assignment. 7. Successors and Assigns. This Assignment shall be binding upon the parties and the . successor entity of any party and will be deemed a covenant running with land included within the (00888945.000X; 3) 2 4656832 12/03/2020 01:50 PM Page 3of10 • • Subdivision and will be binding upon all successors in ownership of the land within the Subdivision; provided, however, that in no event will the purchaser of any platted lot within the Subdivision upon which a dwelling has been constructed and issued a certificate of occupancy be deemed to be a successor to Assignee hereunder. 8. Counterparts. This Agreement may be executed in any number of counterparts, and, when so executed, shall constitute a single, binding agreement between those persons who have executed such counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Subdivision Agreement as of the day and year first above set forth. (00888945.DOCX; 3) [signature page follows] • �J 4656832 12/03/2020 01:50 PM Page 4of10 FORESTAR (USA) REAL ESTATE GROUP INC., A DELAWARE CORPORATION By: Printed Name: James D. Allen Title: Chief Financial Officer. ACKNOWLEDGMENT STATE OF TEXAS } ) ss. COUNTY OF TARRANT_ ) The fore oing instrument w acknowledged efore mqr this Leay of & , 2020, by /5. b fAL , as of Forestar (USA) Real Estate Group Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: � 11 a 1'2-0 z3 �ptiti+u i E� ��►rr (SEAL) ��`Q.vo.......... E 5 Y n; 10 �N9�F any 07. 1 0 20d,e� Notary {00888945.DOCX; 3} 4 4656832 12/03/2020 01:50 PM Page 5 of 10 • • • MORTGAGE CONSULTANTS, LLC a Colorado limitA liability company By: l Printed Name: i41' �yj Title: Mt m un b -.—� STATE OF COLORADO ) ss. COUNTY OF PffaChA44C ) The foregoing instrument was acknowledged before me this 11*"�day of Kbx.+M1Pe- - , 2020, by Ot*D NdUvIC , as C vl R 'of MORTGAGE CONSULTANTS, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: b '3( 031 Zol"? q (SEAL) Notary Public BIANCA L. AKEl75 STATE OF COLORDNOTO OEMYco MISSION Y ID PIK$ AUGUST 3, 2024 (00888445.DOCx; 3) 5 4656832 12/03/2020 01:50 PM Page 6of10 0 • • ACKNOWLEDGEMENT OF NOTICE AND CONSENT TO ASSIGNMENT The Town of Firestone acknowledges receipt of notice of this Assignment, and acknowledges to Assignor and Assignee that the foregoing Assignment is consented to by: ATTEST: 100888945.DDCX; 3) 0 fro TOWN OF FIRESTONE, COLORADO By: . Bobti SindeVr, Mayor ro E • 4656832 12/03/2020 01:50 PM Page 7 of 10 Exhibit A Forestar Property Lots 1 through 34, Block 1, Lots 1 through 12, Block 2, Lots 1 through 3, Block 3, Lots 1 through 9, Block 4, Lots 1 through 11, Block 5, Lots 1 through 17, Block 6, Cottonwood Hollow, Filing 1 Town of Firestone, Weld County, State of Colorado Joossssas.DaCX; 3) 7 • • 4656832 12/03/2020 01:50 PM Page 8 of 10 Exhibit B (Forestar-Provided Public Improvements) EX1-11131'i' 13 (Sc:he uleofInilvoycmenw) Exhibit B Cottonwwdl Holva, Firing 1 U111ily Cost 1 Quantity Estlmate Date January 11, 2alt COST COST EROSION CONTROL COMM* bW83114Ut 1 I=A $760 $7 Cunstructim Fame 7,400 LF $1 S2,4 Inlet protecllon 16 EA $300 $4, OutialproleClion 4 EA MG $112 SId fence-Reln`orred 8,750 LF $1 $8.7, Sc ed artd MAh 23 AG S250 Sig, Stabilized Staging Area 1 EA 51,300 $1,' Vahiclo backrrrg pad 1 EA S1.9w $1, T;3lnporary Sediment Basin 2 EA $3,500 Row sk" tWlal S47,6055 EARTHWORK FulQuenities N,765 Cy $3 $1' CutOuantl6es 67,993 GY $3 $144, ErvYion Conlroi 1 LS 53.= $3, $ut%olal S310,24 r ROAMAY Street subgrads pr'almrdban 20,700 5Y $7 SMA Base Coma 29,700 SY $12 S356.4 Asphalt W TWKk 27,400 SY $27 $739, B" Vedmal Curb 8 Gutter 466 LF $20 $9,1 Mountable Curb & Gultor 7,600 LF 325 3190, Conemte sidewalk, 4.Wwide, 4" thick 6,725 LF $18 $121,0 CononAe slde�++alk 8.0' wide 4" thick 455 LP U2 $14, Handi-Cap Ram 20 EA 52,500 $50,0 Crass Pan / Curb lRetums 6 EA 52, 500 $16.00 ft2lagedndS1.40flg 1 L$ $1,500 $1, S1real Lighling - Cobra Heed 3 EA $6,000 $15,t56 Street Lights (Residential) a EA $1,500 $12,00 'FvaH1C Control 1 LS $4,000 $4,00 Manhole Adjustment a EA $5DD S3,80 100888945.DOCk, 3} 4656832 12/03/2020 01:50 PM Page 9of10 C4it4rwood Hollo%v, Filing I L1111ty Cori I Qua-Ailly Usumalle Valve 0" Adjustments 29 EA $500 514,500 saw Cut 96 LF 52 $165 Asphatk Saw cut and Tee Patch 48 LF 522 $1,056 Subtotal $1,607,134 STORM SEMR 1K' PO Regnlaffhtd rurimeole R.r& (RC'P) 640 t_F $Go 532,400 18' Flared End Section RCP 9 EA $700 $8,300 24" PO. Reinforced Canotele 1>jx- (ROP) 283 LF $70 $19,810 ZV Flared End Seobn RCP 2 EA $800 51,6w M' Pioo Reledbreud ConeMij Piles (RCP) 230 LF $00 320.700 39' Flared End,Smtkm RCP 4 EA $1,000 S4,000 38" Pipe Refnrorcod Conumto P'pe (RCP) 178 LF $100 517,11 0 45" Pipe ADS 10 LF V00 36M 48" Pipe Reinf-raced Conc*e Pipe (RCP) 250 LF $135 $33,TW 48" Flared End Section CMP 1 EA 1 $600 4W Flitted End Scutbn RCP 1 EA 52.000 $2,000 Monhula, 4' dia. 2 E'1 $3.500 $7,000 Manhole, 6'r.im 2 EA S4,200 $8,400 Manhole, 6' dls. 1 EA $3,500 $5,500 1leadwW)NMnq vrall 2 US 35,003 610.000 Cutlet Structures 2 EA 52,700 $5,400 5' Typ6'W Inlet 1 EA S4,200 S4,200 1 r/ Type'W Inlet 2 EA $4,6 1) $i),2aU 15' Type'R" Inlet 5 EA 56,000 $25,000 . 2' Cana. Pan -A" Tied 115 LF $12 $1,380 CDOTT-Base Manhole 1 EA 52,80 $2,800 15 -T�pe "R' Inlet wf roodllied grpate (InWmi Inlet 213t)} 1 EA $5.0" $5,000 Type 'G' Inlet 1 EA 52,10D $2,100 Subtotal $225.54D IRRIGATION DITCH 30" Plpe Relnfon:ed Con Tate Pipe (RGP) 1,523 LF $90 $137,47p Manhole, 6' dia. 5 EA S4,200 $21,006 ail" Flwed End 81300r1 RCP 2 EA $1,000 $2,000 Sox Culvert 48` x ems' 188 LF S400 $63,200 Head►vallwng wall 2 LS $6,000 $10,000 `~ublotal $233,270 WATER SYSTEM - POTABLE Connect to existing line 2 EA S1,200 $2,408 8" Plpe PVC "DO, Class 15J 8,246 LF $25 $206,125.. 4" Gate val%,e 16 EA 5116W $26,600 • (00888945.D0CX; 3) 9 4656832 12/03/2020 01:50 PM Page 10 of 10 • Cotionwaod Hotam, 1901ng 1 Utility Cost? 4uantAy E611rnaia B' Send Fittings 56 EA $450 $24,7513 21' PO Sbcd Casing 80 LF $112 $ii,980 12" Pipe P`vC C-900, Cda,4-150 6.663 LF $35 $23n,288 12" pate vawe 8 EA 33.000 $24.000 12' Bend Fittings 20 EA $650 $18,850 28' Steal Casing eo LF $173 $14,000 S' Ducft Iron 418,E LF $30 $12,555 First Hydrant Assembly 10 EA $2,500 $25,000 lhlatekne Lms-aring EA $4,500 $40,500 Ai! find Vacuum Valve Vaidl 1 EA $1,500 $1,500 Water service linas B6 FA SB50 $73,100 Subtalel $713,008 IRRIGATION SYSTEM Conneel 0 pmpusod 11no 3 rA $12 $35 314' IIIIU04 n Service Meter 1 CA 350C $600 t" ITegalion See ice Meter 2 EA $5w $1,000 Speinkier heads 145 EA $S S436 Irrigation Contrat Velve 20 EA $10 5200 e Sljatlm Controller 2 EA $50 S100 1"Capper 110 LF $2 5220 3" Slam 625 LF $2 5038 6' Sleeve 625 LF $3 $1,676 1` Irrigetiom Line 3,150 LF $3 $7.875 1-14' 1rrigallon Line 340 tF $3 $1,020 1-14' Irrigalon Line 650 LF $4 $2.276 112" Ifii08lim Drip L:f 900 LF $2 $1,000 Subtotal $14,109 SANITARY SEWER SYSTEM 8" PvC pipe SOR 35 4..925 LF $132.975 ManhOB, 4'dia. 25 EA $57,500 Sanitary srflwrr smtres Bn EA 349.450 Sublow $239,926 SUBTOTAL CONSTRUCTION 53,391,626 CONTING5NMES a 16% M,728 • TOTAL CONSTRU rTICKN 53,9M,254 (00888945.D0CX; 3) 10 • RESOLUTION NO.20-11b A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ADOPTING THE FIRESTONE BUILDING ADMINISTRATIVE FEE SCHEDULE WHEREAS, the Town of Firestone ("Town") has recently enacted the 2018 International Building Codes set forth in Title 15 of the Firestone Municipal Code; and WHEREAS, the Town's Planning and Development Department ("Planning Department") has examined the administrative costs for building services incurred by the Town not addressed in the Town's contractual agreement with SAFEbuilt which provides building inspection services for the Town; and WHEREAS the Planning Department has determined that the proposed fees are reasonably related to the Town's costs and thus necessary to defray the actual costs incurred by the Town in the performance of the building services provided by the Town: and WHEREAS, the Planning Department recommends that the Board of Trustees adopt the fees set forth in this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE • TOWN OF FIRESTONE, COLOR -ADO: The Board of Trustees of the Town of Firestone hereby adopts the Firestone Building Administrative Fee Schedule in substantially the same form as the copy attached hereto and made a part of this resolution. INTRODUCED, READ AND ADOPTED thisay of Pr, 2020. �1 TOWN OF FIRESTONE, COLORADO v n :t I BAbi Sinde ar, Mayor rp oG ATTEST: ............... Y"' P ED AS TO FORM: za J4sigg Koenig, Town Ncrk WilliaNhf. Hayashi, Town Attorney P-� Application Type Building Fee Commercial (New) $200 Commercial (Tenant Finish) $100 Fence - Residential $75 Fence - Commercial/Development $200 Footing and Foundation $1,000 One Stop $25 Re -Inspection $50 Residential (New/Master Plans) $100 Residential (other -requiring plan review) $50 Sign $100 Public Improvement Permit (PIP) Fee Project with Town Water 2% of Estimated Cost of Public Improvements Project without Town Water 1.5% of Estimated Cost of Public Improvements r1 L_J • RESOLUTION NO.20-]17 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, PRESCRIBING WATER RATES, FEES, TOLLS AND CHARGES FOR THE TOWN OF FIRESTONE, COLORADO WHEREAS, the Town of Firestone (the "Town") operates a municipal water system; and WHEREAS, the Town and Central Weld County Water District ("CWCWD") are parties to various intergovernmental agreements concerning the provision of water service and facilities to the Town; and WHEREAS, pursuant to such intergovernmental agreements, CWCWD from time to time imposes increased charges pertaining to the provision of water service to the Town; and WHEREAS, after review and analysis of the costs of operating and maintaining the Town's water system, including completion of a water rate study and an analysis of capital needs, and in consideration of applicable CWCWD increases and increases in the costs of operating, maintaining and improving the Town's water system, the Board of Trustees has determined that increases in the water system rates, fees, tolls and charges are necessary; and WHEREAS, the current water taps fees and monthly water rates do not adequately provide for the capital needs and operations of the Town's water system; and WHEREAS, the Board of Trustees by this resolution desires to establish various rates, fees, tolls and charges for Town water service and water usage, effective January 1, 2021; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. Water rates and charges. The following monthly rates and charges shall be imposed for water service received through the Town of Firestone water system: Residential Non -Residential Water Base Rate Base Rate Included in Meter Size Charge Charge* Rate (Gallons) 5/8" $ 30.91 $ 30.91 -0- 3/4" 47.40 47.40 -0- 1" 78.30 78.30 -0- 1-1/2" 154.52 154.52 -0- 2" 249.30 249.30 -0- 3" - 465.63 -0- 6" - 1,841.10 -0- • *Non -Residential accounts include Commercial, Industrial, Irrigation, Mobile Home Parks and Multi -Family 1 • Water Charge Per 1,000 Gallons Customer Type Gallons Rate Commercial & Industrial All usage $ 4.54 Irrigation Only All usage $ 6.91 Mobile Home Parks All usage $ 5.56 Multi -Family All usage $ 4.54 Out —of-Town Rates Base rates and gallon charges for any out- of-town service shall be two times the in - Town rates and charges. Water Charge Per 1,000 Gallons Gallons Rate Re s ide ntial 0-5,000 5,001.-20,000 20,001-40,000 Above 40,000 $ 2.92 $ 5.16 $ 8.25 $ 10.31 Section 2. Connection, capital investment and repair fees. The following connection and capital investment and repair fees shall be imposed, except that the Town of Firestone shall not be required to pay such connection fees for irrigation sprinkler systems for any public parks, rights - of -way, open space, or medians, or any facility developed, owned or paid for by the Town. Meter Size Total 5/8" $ 12,800 3/4" $ 18,200 1" $ 30,000 1-1/2" $ 60,000 2" $ 96,400 Connection and capital investment and repair fees as well as any other fees for taps requiring a meter larger than 2" shall be determined by the Board of Trustees on an individual basis considering such factors as type of use, contemplated volume demand for water, effect on the entire water system in the Town, connection and capital investment fees imposed by CWCWD, and all other factors relevant to the application. All taps requiring a meter larger than 2" and all taps applied for where the service requested is outside of the Town limits shall be by contract with the Board of Trustees. Out-of-town taps of 2" or less shall be charged fees at two times the amount of in -Town fees. Section 3. Construction Hydrant Meter Rental Terms. The following fees shall be imposed for hydrant meters supplied by the Town for construction water use. A Hydrant Connection Permit must be obtained from the Town Clerk prior to any water being used from any fire hydrant. Such 40 permit shall be valid for a period not to exceed 6 months. 2 Deposit $ 3,200.00 per meter Administration Fee $ 25.00 per permit Meter Rental $ 4.00 per day Late Charge $ 5.00 per day Water Usage Rate $ 4.54 per 1,000 gallons Section 4. Meter & Yoke Fees. The following fees shall be imposed for Meter and Yoke assemblies installed by the Town for new service connections; such fees for taps requiring a meter larger than 2" shall be as set by contract with the Board of Trustees: Meter Tap Size Administrative Fee Meter & Yoke Cost Total Meter & Yoke Fee 5/8" $ 25.00 $ 1,097.47 $ 1,122.47 314" 25.00 1,168.38 1,193.38 1" 25.00 1,531.17 1,556.17 1-112" Commercial 25.00 3,680.04 3,705.04 1-112" Irrigation 25.00 2,676.48 2,701.48 2" Commercial 25.00 5,155.49 5,180.49 2" Irrigation 25.00 3,366.46 3,391.46 Section 5. This Resolution shall become effective on January 1, 2021. Section 6. Town of Firestone Resolution No. 19-102 is hereby repealed in its entirety. All other resolutions or portions thereof inconsistent or conflicting with this resolution or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. PASSED AND ADOPTED this 91h day of December, 2020. TOWN OF FIRESTONE, COLORADO jjj :r�•Mayor tj • clearWATERsolubons water rights • planning • engineering MEMORANDUM To: Firestone Town Board c/o Julie Pasillas From: Steve Nguyen, P.E., Clear Water Solutions, Inc. Webb Jones, P.E., Water Consulting Group, LLC Date: October 17, 2018 Subject: 2018 Rate Study Update CWS File # 18-140 In July 2018, Clear WaterSolutions, .Inc. (CWS) was asked by the Town of firestone to update a cost -of - services analysis it had prepared in 2014. The Town wanted to confirm that water rates charged to various customer categories accurately reflected the cost of providing Water service to those customers. The Town also wanted to confirm that the water rates updated in 2016 were adequate to cover operations; maintenance, Ladministration, and proposed capital projects and improvements. This Technical Memorandum has been prepared to address this requestand summarizes our findings and recommendations. Background In July 2014, CWS was retained by the Town of Firestone to update a comprehensive water rate study it prepared in 2011. The rates proposed in 2014 were reevaluated in 2016 in anticipation of higher NISP costs, the purchase of Carbon Valley Reservoir, costs associated with a 1.5-MG water tank and participation in the Regional WTP. CWS has analyzed rates for the Town in 2008, 2011, 2014, and 2016. The rate studies prepared on behalf of Firestone over the years have helped the Town stay ahead of anticipated costs and allowed it to proactively acquire new water rights and infrastructure. Studies prepared in the past by CWS have resulted in: differential rate increases, creation of new customer categories, adjustments to monthly base rates and residential water rates that vary depending on the amount of water,used (tiered rates). Revisions to the Town's water rates have accomplished the. following: • Rates are adequate to fund anticipated O&M expenses, water acquisition, capital improvements and debt service obligations. • Rates prevent any category of customer from subsidizing another customer category. • Residential water rates promote water conservation by providing financial incentives for customers to reduce their water use. • Rates are relatively easy to administer, can be understood by customers and insure revenue stability. 8010 S. County Road 5, Ste.105 1 Windsor, CO 80528 I (T) 970.2.23.3706 I (F) 970.223.3763 I www.cli3arwat6rdolorado.com Page 2 of S Recommendations proposed. in the past have been adopted by resolution and resulted in water rates shown in Table 1. Table 1- Town of Firestone Monthly Rates and Charges — Effective January 1, 2018 Water Meter Base Rate Included in Water Charge Per 1,000 Gallons Base ,Size Charge Rate Gallons Gallons Rate Residential 5/8" $ 24.54 -0- 3/V $ 37.63 -0- 1" • $ .62.16 -0= 1-1/2" $ 122.66 -0- 2" 19791 -0- Residential '0-5,000 $ 2.32 5,001-20,000 $ 4.09 20,001-40,000 $ 6.55 Above 40,000 $ .8.19 Commercial Industrial, Irrigation, Mobile home parks. 24.54 -0- 3/4" $ 37.63 4- 1" $ 62.16' -0- 1-1/2" $ 122.66 -0- 2" $ 197.91 -0- 3" $ 360.64 =0- 6" $ 1,461.52 -0- Commercial & All usage $ 3.61 Industrial Irrigation Only All usage $ 5.48 Mobile Hoene All age $ 4.09 Parks Out-of-T6wn Base rates and gallon charges for any out-of-town service shall be Rates two times the in -Town rates and charges. © Clear Water Solutions, Inc. Page 3 of 8 0 Cash Flow Projections The amount of water rate revenue required in future years to fund operations, maintenance, water acquisition and capital improvements is determined through preparation of a cash flow projection. Such a projection is based on approved water enterprise budgets and forecasts of future needs and associated expenditures. The most current cash flow projection for the water enterprise has been prepared'by the Town's contract treasurer with input from utility staff and the Town's engineer. The cash flow projection shows water rate revenue needs to increase over the study period (2019-2023) by the percentages shown in Table 2. A copy of the cash flow projection is included as Appendix A. Table 2 - Projected Increases in Water Rates (1) Actual Projected Projected. Projected Projected Projected 2018 2010 2020 2021 2022 2023 % Increase in g 0% 8.0 % 8.6 % 8.0 % 8.0 % 8.0 % Water Rates ll1 Projected annual Increases in water rates calculated In cash flow projection prepared by.Clifton Allan Larson (CLA), June 2018 Results of Cost -of -Service Analysis Estimated water rate revenue generated in 2018 represents the projected cost of providing water service to all customers. A cost -of -service analysis allocates that cost to various customer categories in proportion to the demands they place on the water system. The concept of proportionate allocation to customer categories implies that the allocation process consider not only the quantity of water used but also the.rate of use (peak demands). The water system consists of various facilities designed and operated to fulfill one or more specific functions. To provide adequate service to customers at all times, the water system must be capable of providing the total amount of water used in any given year as well as the amount of water required on any given day or time of day to supply peak demands. There are measurable costs associated with facilities required to meet peak demands. To meet the objectives of this project, CWS updated the cost -of -service analysis performed in 2014 by examining water use in 2015, a year that was neither too wet and cool nor too dry and hot. Unusual weather conditions skew water use and the calculation of customer costs based on water demands. Water use from 2015 was adjusted to reflect growth in the number and type of customer accounts to generate projected 2018 water sales revenue. This analysis was undertaken to confirm that prior cost - of -service adjustments adopted by the Town at the recommendation of CWS accurately reflect_ current costs incurred to serve those customers. 0 Clear Water Solutions, Inc. Page 4 of 8 10 Table 3 compares cost -of -service calculations for different customer categories with projected 2018 revenue. In 2018, all customer categories except multi -family and mobile home will pay rates that generate revenue within 1% or 2% of their calculated cost -of -service. • This analysis indicates there is no need for differential rate increases in 2019 for residential, commercial/industrial and irrigation customers. In 2019, water rates for customers in these categories should .be increased uniformly by the 8% calculated in the Town's current cash flow projection. The Town may want to consider increasing the usage charge (cost per 1,000 gallons) for mobile home customers by more than 8% to more accurately reflect that customer categoryes cost of service. Table 3 - Comparison of Cost -of -Service to Projected Rate Revenue For Firestone Customer Categories Customer Categories 2018 Cost -of -Service 2018 I'I Projected Water Sales Revenue �Y Residential $2,833,051 $2,891,398 102% Commercial / Industrial $35309 $351,257 99% Mobile Home $194,523 $179,345 92% Multi -Family $41,321 $79,856 193% Irrigation Only $322,330 $329,949 102 % Total $3,745,035 $3,831,806 102 % Ill Customers water use from 2015 was selected as representative of use in a typical year As shown in Table 1, Firestone does not currently have a Multi -Family customer category. Until recently, there were not enough multi -family customers to justify a separate category. Multi -family accounts currently pay the same usage charge as commercial/industrial.custorriers. In 2018,. customers in the multi -family category will generate only 2% of total projected water sales revenue. There are still relatively few multi -family accounts, but there are a number of multi -family buildings planned or under construction. Most of the new multi -family buildings will be served by 1%" water meters. At the time of this analysis, there.were seven active multi -family accounts served by 11/" meters, but fifteen similar accounts awaiting activation. The average water use of the seven active accounts was used in this analysis to project the water use of the fifteen accounts pending activation. Without more reliable data from active multi -family accounts, it is premature to calculate and implement a .unique water rate for multi -family customers. Until a cost -of -service analysis is performed using reliable data from the multi -family customer category, existing multi -family customers should 0 continue to pay the same rate as they do now (commercial/industrial). 0 Clear Water Solutions, Inc. Page 5 of 8 • • • Water Use Comparison Figure 1 shows the estimated water use by customer category for 2018. These figures were utilized in calculating each customer category's cost -of -service shown in Table 3. Figure 2 Estimated Annual Water Use (gallons) by Customer Category (2018) Commereial, 66,930,408 aw Residential„ 474,954,729 �6796 Residential Water Use Industrial 4,762,14! 1% Mobile Home, 39,561,630 6% Irrigation Only, 49,220,961 7%. The average residential customer in Firestone uses 124,000 gallons annually in a year with typical weather. That figure is almost the same as it was in the 2014 rate study. Figure 2 shows the amount of water used each month by the average residential customer and the rate tiers that apply to that water use. © Clear Water Solutions, Inc. Page 6 of 8 � 0 Figure 2 45,000 40,000 35,000 c 30,000 E25,000 CL 20,000 15,000 10,000 5,600 0 Monthly Water Use by Average Firestone Residential Customer (124,000 gallons/year) �a' deb 0111 ve 0 v e 0 P'�PO�yL 'IeQ 0& 0 'Del Monthly Water Use —Tier 2 Minimum ! •Tier 3 Minimum — — - Tier 4 Minimum Revenue_ from Residential Customer Category isIn 2018, residential customers are projected to pay 75% of the total water rate revenue collected by the Town. Figure 3 shows projected residential water rate revenue by month. It also shows the amount of revenue generated from monthly base charges and the four residential user charge tiers shown in Table 1: Figure 3 Estimated Monthly Revenue from Residential Customer Category by Rate Tier (2018) $500,000 $450,000 $400,000 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 lac Iko `air P��\ ��� ,J�e ���� C40 (4� 1 o0 4 ec. P� 0 ■ Base Charge / Tier 1 ■ Tier 2 X. Tier 3 ■ Tier 4 0 Clear Water Solutions, Inc. Page 7 of 8 0 Comparison of Residential Water Bills Figure 4 compares the annual cost of water for the average Firestone residential customer using 124,000 gallons per year with the amount that customer would pay for the same amount of water in nearby communities based on rates currently charged in those communities. Communities included in the comparison that are also participants in the Northern Integrated Supply Project (NISP) are noted with an asterisk. Figure 4 Total.Annual Charges in 2018 for Water Service in Area Communities (based on annual water use of average Firestone residential customer—124,000 gallons peryear) $900 $800 $700 $500 $500 $400 $300 10 $200 $100 • So NWCWD Windsor* Left Hand* Evans* Ft. Collins ELCQ LTWD Dacono* Frederick' Firestone * * Communities participating in NISP Each water provider has unique challenges and costs that determine their water rates. Revenue requirements are affected by the availability of water, age of system, rate of growth, financial policies, contractual obligations, capital needs, pumping requirements, source water quality, and a number of other variables. These variables make it difficult to fully understand differences in the cost of water from one community to another. Comparing the cost of water in different communities is of interest, but should not drive decisions on water rates. Water rates in any community are ultimately determined by the budgets and policies adopted by their governing boards. O Clear Water Solutions, Inc. Page 8 of 8 0 Summary and Recommendations is :7 Generally the study shows that Firestone's current proposal to increase water rates by 8% per year across all customer categories is enough to cover anticipated expenditures. The study also shows equitable allocation of rates across customer category, except in the case of mobile homes and multi- family. As discussed earlier, until a cost -of -service analysis can be completed With more reliable multi- family water use data, .it is premature to calculate and implement a unique multi -family water rate, We recommend the following: • Enact 8% increase across. all customer categories in 2019 and subsequent years. • Create -a new customer category for multi -family accounts. • For noW, leave the multi-farnily user charge the same as the commercial/industrial user charge ($3.61 per 1,000 gallons). • Once reliable data is available from the Multi -Family customer category, update cost -of -service calculations to determine if multi -family rates need to be revised. • Increase the Mobile Home user charge in 2019 from $4.09 to $4.77 per 1,000 gallons- 8% cost - of -service adjustment and then an 8% increase applied to all customer categories. © Clear Water Solutions, Inc. 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F $ yy R� 3 9 ye b ,19 p p $�gw p Q .SSo p 44 4 gg gg 44 •gS S $e&g$g 4 .� ... .. e p ,... .p $ r p o F5 N tSSs 9" at;a �a® ff-tsa 99 aBr siSvrv�r3 s $ d n F s pliii lo fbi�„��_ . RESOLUTION NO.20-118 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A PROFESSIONAL SERVICES CONTRACT MASTER SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND LEONARD RICE CONSULTING WATER ENGINEERS, INC. WHEREAS, Leonard Rice Consulting Water Engineers, Inc., ("LRE"), currently serves as consultants for the Town of Firestone ("Firestone") and are involved in developing strategies and tactics, and manage and direct projects and initiatives related to: water rights and water supply, water delivery and water treatment projects, and work with other parties as needed; and evaluate and create other initiatives; and WHEREAS, LRE has performed such services for Firestone since 2017, and given LRE's skill, experience, expertise and qualifications, Firestone desires to continue its relationship with LRE. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Professional Services Contract Master Services Agreement between the Town of Firestone and Leonard Rice Consulting Water Engineers, Inc., is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to sign the Agreement. INTRODUCED, READ AND ADOPTED this 9th day of December, 2020. WNNT WN OF FIRESTONE, COLORADO S 'o i .5t RAN Sin ar Mayor ATTEST: Koenig, CN)e-,�-T wn Clerk APPROVED AS William P. Hayashi', Vwn Attorney 0 • • U FIRE-STO'N. C.O. tL 0, 'R- A `;p. PROFESSIONAL SERVICES CONTRACT MASTER SERVICE AGREEMENT THIS AGREEMENT ("Agreement"), made this 9th day of December, 2020, between the Town of Firestone, a statutory Colorado town, whose address is 151 Grant Ave., P.O. Box 100, Firestone, CO 80520, hereinafter referred to as "FIRESTONE," and Leonard Rice Consulting Water Engineers, Inc. (dba LRE Water), an independent contractor, whose address is 1221 Auraria Parkway, Denver, CO 80204, hereinafter referred to as "CONSULTANT," provides as follows: ARTICLE I SCOPE OF SERVICES Section 1.1 Services: FIRESTONE retains CONSULTANT, and CONSULTANT agrees to perform the services as described in Schedule A, hereinafter referred to as the "Services". Schedule A is hereby incorporated by reference and made a part of this Agreement. To the extent that this Agreement and Schedule A conflict, the provisions of this Agreement shall prevail. Additional goods or services beyond those set out in Schedule A, if requested, shall be provided only when authorized in writing by FIRESTONE. (a) In addition to the services described in Schedule A, FIRESTONE may prepare, with the assistance of CONSULTANT, work orders, containing, at a minimum, the following information: (1) the specific tasks and deliverables CONSULTANT must perform; (2) CONSULTANT's budget; (3) FIRESTONE's maximum payment obligation under the subject work order, (4) the completion date for the subject work order; and (5) CONSULTANT's schedule of fees to remain in effect until the identified completion date of the subject work order. Notwithstanding the foregoing, if a work order is a multi -year work order, CONSULTANT may revise its schedule of fees annually. After the work order has been finalized and agreed to by FIRESTONE and CONSULTANT, FIRESTONE may issue a notice to proceed obligating CONSULTANT to begin performance of the subject work order. CONSULTANT shall not commence work on any work order until it has received the applicable notice to proceed. Notice to proceed may be sent by email. • • (b) FIRESTONE reserves the right to amend any work order that has been issued under this Contract by altering, reducing, increasing, or eliminating specific tasks and deliverables. If FIRESTONE desires to amend a work order that has been issued, then FIRESTONE shall notify CONSULTANT of the contemplated change ("Notice of Change Order"). Upon receiving the Notice of Change Order CONSULTANT shall provide: (1) an estimate of the increase or decrease, if any, to CONSULTANT's budget due to the contemplated change and (2) the estimated change in the completion date of the subject work order, if any. FIRESTONE may instruct CONSULTANT in the Notice of Change Order to suspend work on any identified task or deliverable affected by a contemplated change, pending FIRESTONE's decision to proceed with the change. When instructed, CONSULTANT shall suspend work on any identified task or deliverable affected by a contemplated change. If it elects to make the change, FIRESTONE shall issue a Change Order amending the subject work order and providing CONSULTANT with a corresponding Notice to Proceed. CONSULTANT shall not commence work on any Change Order until it has received the applicable notice to proceed Section 1.2 Contract Time: CONSULTANT shall commence work upon direction to proceed from FIRESTONE and complete the Services on or before December 31, 2021. Section 1.3 Inde endent Contractor: CONSULTANT shall at all times control the means and manner by which CONSULTANT performs the work, subject to FIRESTONE's right to monitor, evaluate and improve such work. CONSULTANT shall at all times be and act as an independent contractor and not as an employee of FIRESTONE. Section 1.4 Warranty of Consultant: CONSULTANT warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses required by law. All professional services shall be performed timely in accordance with generally accepted professional practices and the level of competency presently maintained by other professionals providing the same general type of work as set forth in Schedule A. 2 • ARTICLE H CONTRACT PRICE Section 2.1 Contract Price: In consideration for the completion of the Project by CONSULTANT in accordance with the terms of this Agreement, FIRESTONE shall pay CONSULTANT (check and initial below as applicable): ® As described in Schedule A_ ❑ As described in Schedule A, but in no event shall the total compensation to CONSULTANT under this Agreement exceed $ ❑ A fixed sum of $ ❑ Based upon a time, materials and expenses basis, pursuant to the rate schedule attached hereto as Schedule A, but in no event shall the total compensation to CONSULTANT under this Agreement exceed $ ❑ On a unit -price basis, in an amount equal to the sum of the unit price set forth in Schedule A for each separately identified item of unit price work, times the quantity of that item, as estimated in Schedule A, but in no event shall the total compensation to CONSULTANT under this Agreement exceed $ Section 2.2 Payment: FIRESTONE will make payment due to CONSULTANT for compensation for completed work within thirty (30) days after invoices submitted by CONSULTANT, which invoice(s) may not be submitted more frequently than monthly. Invoices shall indicate the basis upon which payment is requested, such as percentage of the Project completed, or actual time, materials and expenses. FIRESTONE shall submit invoice disputes, if any, to CONSULTANT within thirty (30) days for resolution by mutual consent. Section 2.3 Expenses; FIRESTONE ® shall ❑ shall not reimburse CONSULTANT for actual cost of administrative expenses associated with this Agreement such as long distance telephone, facsimile transmissions, photocopies, reproduction of exhibits, travel expenses and laboratory fees for Task 3 are included in the budget in Schedule A. Section 2.4 No Multi -Year Fiscal Obligation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to Colorado Constitution Article X, Section 20. Notwithstanding any other provision of this Agreement, FIRESTONE's obligations under this Agreement are subject to annual appropriation by FIRESTONE's Board of Trustees. Any failure of FIRESTONE's Board of Trustees to annually appropriate adequate monies to finance FIRESTONE's obligations under this Agreement shall terminate this Agreement at such time as such then -existing appropriations are to he depleted. Notice shall be given promptly to CONSULTANT of any failure to appropriate such adequate monies. • Section 2.5 Appropriation: If this is a contract for the design or construction, or both the design and construction, of a public works project, FIRESTONE has appropriated funds equal to or in excess of the Contract Price. ARTICLE III ADMINISTRATION OF THIS AGREEMENT Section 3.1 Project Performance: In consideration of the compensation provided for in this Agreement, CONSULTANT agrees to perform or supply the Project, in accordance with generally accepted standards and practices of the industry, and warrants all materials incorporated in the Project to be free from defect of material or workmanship and conform strictly to the specifications, drawings or samples specified or fiunished. This Section 3.1 shall survive any inspection, delivery, acceptance or payment by FIRESTONE. Section 3.2 Oversi t: All of the work associated with the Project shall be performed under the direction of Gren S. Ten Eyck and/or Brett Gracely; it is expressly understood and agreed that some of the work may have commenced prior to the formal execution of this Agreement, in which event such work is incorporated into the Project and is deemed to have been and is authorized by this Agreement. Section 3.3 Ownership and Use of Documents: (check and initial all that apply) ® (a) The following Sections 3.3(a)(1) and (2) are applicable to design professionals (architects, engineers, etc.): (1) The documents prepared by CONSULTANT in connection with the Project and copies thereof furnished to other parties are for use solely with respect to the Project. Such documents are not to be used by any other contractor or subcontractor on other projects or for additions to this Project outside the scope of the work under this Agreement without the specific written consent of FIRESTONE and CONSULTANT. Other contractors and subcontractors are authorized to use and reproduce applicable portions of the documents prepared by CONSULTANT appropriate to and for use in the execution of their work under this Agreement. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the documents prepared by CONSULTANT. (2) Notwithstanding the provisions of Section 3.3(a)(1) above, FIRESTONE may utilize any such documents generated in connection with the Project by CONSULTANT for other projects, provided that CONSULTANT is not held liable for future project applications other than the Project described pursuant to this Agreement. Section 3.4 Insurance: (a) CONSULTANT shall at its own expense procure a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by 4 • CONSULTANT under this Agreement. Such insurance shall be in addition to the insurance requirements below or otherwise imposed by law. (b) CONSULTANT shall at its own expense keep in full force and effect during the term of this Agreement and during the term of any extension or amendment of this Agreement, insurance as stated below: (1) Commercial General Liability Insurance with minimum combined single limits of One Million Dollars and No Cents ($1,000,000.00) for each occurrence and One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, completed operations, explosion, collapse, and underground hazards. (2) If professional services (architecture, engineering, design, etc.) are provided, Professional Liability Insurance with limits of One Million Dollars and No Cents ($1,000,000.00) per claim and One Million Five Hundred Thousand Dollars and No Cents ($1,500,000.00) aggregate. This policy shall remain in force for the period of design and construction and shall include a discovery period of three years, to commence upon substantial completion of the Project. (3) Workers' Compensation Insurance to cover all obligations imposed by applicable laws for all of CONSULTANT's employees engaged in the performance of work under this Agreement, based on statutory limits prescribed by and in accordance with Colorado law. In the event any services are performed by a subcontractor, CONSULTANT shall require such subcontractor to provide workers' compensation insurance for its employees. (4) Comprehensive Automotive Liability Insurance for the duration of this Agreement covering all owned, non -owned, and hired vehicles used in connection with the work performed by or on behalf of CONSULTANT under this Agreement in an amount not less than Five Hundred Thousand Dollars and No Cents ($500,000.00) combined single limit per occurrence for bodily injury and property damage. (c) The insurance policies required by Subsection 3.4(b)(1) shall name FIRESTONE and its employees as additional insureds and shall contain waiver of subrogation provision. No additional insured endorsement to a policy shall contain any exclusion for bodily injury or property damage arising from completed operations. (d) The General Liability policy required under this Section shall provide that such insurance is primary coverage with respect to work contemplated under this Agreement by all insureds and additional insureds, and that any insurance carried by FIRESTONE, its officers, or . its employees, or carried by or provided through any insurance pool of FIRESTONE, shall be W • excess and not contributory insurance to that provided by CONSULTANT. CONSULTANT shall be solely responsible for any deductible losses under any policy required above. Any insurance policy required under this Agreement shall be written by a responsible company or companies authorized to do business under the laws of the State of Colorado, subject to the approval of FIRESTONE. (e) Prior to commencement of work under this Agreement, CONSULTANT shall provide FIRESTONE with certificate(s) of insurance completed by CONSULTANT's insurer(s) as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and effect. The certificate shall identify this Agreement and shall provide that the coverage afforded under the policies shall not be canceled until at least thirty (30) days' prior written notice has been given to FIRESTONE. The completed certificate(s) of insurance shall be sent to: TOWN OF FIRESTONE 151 Grant Ave., PO Box 100 Firestone, Colorado 80520 Attn: Raelynn Ferrera (f) CONSULTANT shall not be relieved of any liability, claims, demands, or other 16 obligations assumed pursuant to this Section by reason of CONSULTANT's failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amount, duration or type. Failure on the part of CONSULTANT to procure or maintain policies providing the required coverage, conditions and minimum limits shall constitute a material breach of contract upon which FIRESTONE may immediately terminate this Agreement, or at its discretion FIRESTONE may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by FIRESTONE shall be repaid by CONSULTANT to FIRESTONE upon demand, or FIRESTONE may withhold the cost of the premiums from any monies due to CONSULTANT from FIRESTONE. Section 3.5 Colorado_ Governmental Immunity Act: The parties hereto understand and agree that FIRESTONE is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Sections 24-10-101 etseg., C.R.S., as may be amended, or those otherwise available to FIRESTONE, its officers, or its employees. Section 3.6 Indemnification: CONSULTANT shall indemnify, defend, and hold harmless FIRESTONE and employees from and against claims, damages, losses and expenses, including but not limited to reasonable attorneys' fees which are incurred by Firestone, arising out of or resulting from this Agreement, but only to the extent that any such claim, damage, loss, or expense is caused, or alleged to have been caused, in whole or in part, by any negligent act or omission of CONSULTANT or anyone directly employed by CONSULTANT or anyone for whose acts CONSULTANT is legally liable. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist 0 • as to any person described in this Section. In any and all claims against FIRESTONE or any of its employees by any employee of CONSULTANT, any subcontractor of CONSULTANT, anyone directly employed by any of them or anyone for whose act CONSULTANT is legally liable, the indemnification obligation under this Section 3.6 shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CONSULTANT or any subcontractor under worker's or workman's compensation actions, disability benefit acts, or other employee benefit acts. Section 3.7 Subcontractors ; CONSULTANT shall, as soon as practicable after the signing of this Agreement, notify FIRESTONE in writing for FIRESTONE's approval, of any subcontractors who may be involved in the Project and the general scope of work to be performed by each subcontractor. FIRESTONE may, in its reasonable discretion, reject any proposed subcontractor; in which case CONSULTANT shall either perform such component of the work itself, or secure a subcontractor acceptable to FIRESTONE. Section 3.8 Termination of Agreement for Convenience: This Agreement may be terminated by FIRESTONE without cause upon seven (7) days written notice to the CONSULTANT. In the event of termination, FIRESTONE will pay CONSULTANT for all services satisfactorily performed and for goods provided to date of termination. If payment is otherwise due in a fixed sum, FIRESTONE will pay CONSULTANT for the pro rata value of the completed portion of the Project. If, however, CONSULTANT has substantially or materially breached the standards or terms of this Agreement, FIRESTONE shall have any remedy or right to set off available at law and equity. Section 3.9 Binding Effect: FIRESTONE and CONSULTANT each bind itself, its successors and assigns to the other party to this Agreement with respect to all rights and obligations under this Agreement. Neither FIRESTONE nor CONSULTANT shall assign or transfer its interest in, or obligation under, this Agreement without the written consent of the other. Section 3.1 d Compliance with Law: CONSULTANT agrees to perform the work in compliance with all applicable federal, state, county and Town laws, ordinances, rules and regulations, including, without limitations, any preference for Colorado labor as may be required pursuant to Article 17, of Title 8 of the Colorado Revised Statutes ("Keep Jobs in Colorado Act") as may be amended. Section 3.11 Immigration Status Obligations: (a) CONSULTANT certifies, through signature of its authorized representative executing this Agreement, that it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the CONSULTANT will participate in the United States Government's E-Verify Program or the State of Colorado Department of Labor and Employment Program ("Department Program") in order to confirmm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. 7 r] (b) CONSULTANT shall not: (1) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (2) Enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. CONSULTANT shall affirm as required by C.R.S. § 8-17.5-102 (c) (II), as may be amended, the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the E-Verify Program or the Department Program. (c) CONSULTANT is prohibited from using the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while the public contract for services is being performed. (d) If CONSULTANT obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, CONSULTANT shall be required to: (1) Notify the subcontractor and FIRESTONE within three days that the CONSULTANT has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (2) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to sub -subparagraph (B)(2) the subcontractor does not stop employing or contracting with the illegal alien; except that the CONSULTANT shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (e) CONSULTANT shall comply with all rules and regulations and any reasonable request by the State Department of Labor and Employment made in the course of the Department's performance of its lawful duties pursuant to C.R.S. 8-17.5-101 et.seq., as may be amended. (f) If CONSULTANT violates any of the provisions set forth in this section, FIRESTONE may terminate the Agreement and CONSULTANT shall be liable for all actual and consequential damages incurred by FIRESTONE. Section 3.12 Notice and Communications: Any notice to the parties required under this Agreement shall be in writing, delivered to the person designated below for the parties at the indicated address unless otherwise designated in writing. Only mailing by United States mail or • hand delivery shall be utilized for notice required to be given under this Agreement. Facsimile and e-mail addresses are provided for convenience only. However, copies of mailed or hand - delivered notices may be sent to the parties via e-mail or facsimile. FIRESTONE: CONSULTANT: TOWN OF FIRESTONE Leonard Rice Consulting Water 151 Grant Ave., PO Box 100 Engineers, Inc. Firestone, Colorado 80520 1221 Auraria Parkway Attn: Julie Pasillas Denver, CO 80204 Telephone: 303-531-6258 Attn: Gregg S. Ten Eyck Facsimile: Telephone: 303-455-9589 E-mail:jpasillas@firestoneco.gov Facsimile: 303-455-0115 E-mail: Gregg.TenEKck@LREWater.com Brett.Giacely@LREWater.com ARTICLE IV RESPONSIBILITIES OF FIRESTONE Section 4.1 Project Materials: FIRESTONE shall make available data related to the Service, including design specifications, drawings and other necessary information. Section 4.2 Access to Property and Records: FIRESTONE shall provide CONSULTANT with access to its property as required and necessary to complete the contract. To the extent required by law, FIRESTONE and CONSULTANT agree to make this Agreement and any related records available for public disclosure pursuant to any open records law, including, without limitation, the Colorado Open Records Act, C.R.S. §§ 24-72-101, et seq, as may be amended. CONSULTANT agrees to hold FIRESTONE harmless from the disclosure of any records that FIRESTONE reasonably believes it is legally required to disclose. Section 4.3 FIRESTONE's Representative: FIRESTONE shall designate, in writing, a representative who shall have authority to act for FIRESTONE with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define FIRESTONE's policies and decisions with respect to materials, equipment, elements and systems pertinent to CONSULTANT's services. Section 4.4 Verbal Agreement or Conversation: No verbal agreement or conversation with any officer, agent or employee of FIRESTONE, either before, during or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle CONSULTANT to any additional payment whatsoever under the terms of this Agreement. 0 n • ARTICLE V MISCELLANEOUS Section 5.1 Colorado Law: This Agreement is to be governed by the laws of the State of Colorado. Venue for any litigation shall be in Weld County. Section 5.2 Amendments, Change Orders: This Agreement may only be amended, supplemented or modified in a written document signed by both parties (a "Change Order"). (a) Any other provision of this Agreement notwithstanding, for purposes of this Section 6.2, and only for purposes of this ,Section 6.2, the term "FIRESTONE" shall have the following meaning with respect to the approval and execution of Change Orders. (1) With respect to any Change Order that results in an increase in the Contract Price of an amount equal to five percent or less of the Contract Price, the department director who has responsibility over the Project may act as "FIRESTONE" with respect to the approval and execution of such Change Order up to and until such time as the total dollar amount of all Change Orders exceeds Ten Thousand Dollars ($10,000.00), at which time such Change Order shall be subject to approval and execution pursuant to the provisions of Subsection (2) of this Section 6.2(a); (2) With respect to any Change Order that results in an increase in the Contract Price of an amount greater than five percent (5%) but less than ten percent (10%) of the Contract Price, the FIRESTONE Town Manager may act as "FIRESTONE" with respect to the approval and execution of such Change Order up to and until such time as the total dollar amount of all Change Orders exceeds Fifty Thousand Dollars ($50,000.00), at which time such Change Order shall be subject to approval and execution pursuant to the provisions of Subsection (3) of this Section 6.2(a); (3) With respect to any Change Order that results in an increase in the Contract Price of an amount equal to or greater than ten percent (10%) of the Contract Price and further, with respect to any Change Order which results in any increase in the Contract Price when the total dollar amount of all Change Orders exceeds Fifty Thousand Dollars ($50,000.00), the FIRESTONE Board of Trustees shall act as "FIRESTONE" with respect to the approval and execution of such Change Order. (b) Nothing within Section 6.2(a) or any subsection thereof shall prevent the FIRESTONE Town Council from acting as "FIRESTONE" with respect to the approval and execution of any Change Order of any amount whatsoever; it is the intent of Section. 6.2(a) and the subsections thereof only to authorize the department director who has responsibility for the Project and the FIRESTONE Town. Manager, in the absence of FIRESTONE Board of Trustees approval and execution, to approve and execute certain Change Orders under the circumstances detailed above. 10 • (c) Notwithstanding the foregoing, no change in the Contract Price requiring additional compensable services to be performed, which work causes the aggregate amount payable under this Agreement to exceed the amount appropriated for the original Agreement, shall be valid, unless FIRESTONE gives CONSULTANT written assurance that the lawful appropriations to cover the costs of the additional services have been made and the appropriations are available prior to the performance of the additional services, or unless such services are covered under a remedy -granting provision in this Agreement. Section 5.3 Counterparts: This Agreement may be executed in two or more counterparts, using manual or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one and the same document. Section 5.4 No Third Party Benefit: This Agreement is between FIRESTONE and CONSULTANT and no other person or organization shall be entitled to enforce any of its provisions or have any right under this Agreement. Section 5.5 Seyerability: If any term, covenant, or condition of this Agreement is deemed by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be binding upon the parties. Section 5.6 Entire Agreement: This Agreement constitutes the entire agreement Is between the parties and supersedes all other prior and contemporaneous agreements, representations, and understandings of the parties regarding the subject matter of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties. No representations or warranties whatever are made by any party to this Agreement except as specifically set forth in this Agreement or in any instrument delivered pursuant to this Agreement. • Section 5.7 Litigation: In that event that either party commences litigation against the other regarding this Agreement the prevailing party shall be entitled to reasonable attorney fees and costs of litigation. Section 5.8 No Waiver: Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by either party shall not constitute a waiver of any of the other terms or obligations of this Agreement. 11 • IN WITNESS WHEREOF, the parties hereto have signed and executed this Agreement the day first written above. TOWN OF FIRESTONE ATTEST: el Title: m SEA l o �°UNi�, CONSULTANT: By: Name: C rtney Brand Title: President • 12 9 • SCHEDULE A (Attached to and made a part of the Agreement between the Town of Firestone and Leonard Rice Consulting Water Engineers, Inc. dated December 9, 2020 ) LRE Water Project Number 1527TWF02-21: Program Management: Gregg Ten Eyck and Brett Gracely will work at the direction of Julie Pasillas as members of the Water Team to develop strategies and tactics and to manage and direct projects and initiatives related to water rights, water supply, water delivery and other water projects; to work with other parties as needed; and to evaluate and create other initiatives. The specific tasks Consultant shall perform., include but are not limited to: Participate in two to three Water Team meetings each month. Review and update as necessary strategies for delivery of C-BT, Windy Gap, NISP, Godding Ditch, Coal Ridge Ditch, Rural Ditch, Lower Boulder Ditch and other sources to Firestone. Develop strategies for reuse of those water supplies that will be reusable to extinction (Windy Gap, NISP, certain native St. Vrain rights, for example). Work with the Water Team to create or update and amend intergovernmental agreements as needed. Respond to inquiries from other Firestone staff or consultants on water rights, water supply, and storage infrastructure projects. Continue to evaluate opportunities for other water supplies such as additional NISP water, additional raw water storage facilities or additional senior water rights as they are presented to the Town or as the Water Team develops strategies. Budget for 1527TWF02 is $199,200.00 to be billed in 12 installments of $16,600.00 each. LRE Water Project 1527TWF08 Task I Task 1 is for LRE to support Lawrence Custer Grasmick Jones & Donovan LLP with Case No. 19CW3236. Budget for 1527TWF08 Task I is $75,000.00, to be billed at the hourly rates attached to this Agreement. A-1 01 LRE Water Project 1527TWF08 Task 2 Task 2 is for LRE to support counsel and staff in developing a Substitute Water Supply Plan (SWSP) based on Case No. 19CW3236. Budget for 1527TWF08 Task 2 is $40,000.00, to be billed at the hourly rates attached to this Agreement. LRE Water Project 1527TWF08 Task 3 Task 3 is for LRE to continue and to update the water quality monitoring program, including collection of water quality samples for laboratory analysis; and to report on laboratory results. Laboratory costs are included in the budget below. Budget for 1527TWF08 Task 3, which covers both professional fees and laboratory fees, is $66,000.00, to be billed in 12 equal installments of $5,500.00 each. LRE Water Project 1527TWF08 Task 4 Task 4 is for LRE to implement the water rights and water supply accounting system as needed to support the substitute water supply plan and to support negotiations related to the accounting • systems with objectors in Case No. 19CW3236. Budget for 1527TWF08 Task 4 is $40,000.00, to be billed at the hourly rates attached to this Agreement. LRE Water Project 1527TWF08 Task 5 Task 5 is for LRE to review and evaluate water rights offered to the Town for use in water dedication agreements and to assist Lawrence Custer Grasmick Jones & Donovan LLP in developing agreements. Budget for 1527TWF08 Task 5 is $75,000.00, to be billed at the hourly rates attached to this Agreement. LRE Water Project 1527TWF08 Task 6 Task 6 is for LRE to assist the Town with review and analysis of Firestone -led water acqusitions, including work with the Town's water broker; review of rights of first refusal; assistance with engineering analsysis; and negotiations or other efforts to purchase native water rights or contracts. Budget for 1527TWF08 Task 6 is $100,000.00, to be billed at the hourly rates attached to this Agreement. A-2 0 • LRE Water Project 1527TWF08 Task 7 Task 7 is for LRE to conduct preliminary engineering analysis of the historical use of the Last Chance Ditch to develop a strategy and plan to change water rights from irrigation to municipal uses. Budget for 1527TWF08 Task 7 is $120,000.00, to billed at the hourly rates attached to this Agreement. LRE Water Project 1527TWF08 Task 8 Task 8 is for LRE to conduct preliminary engineering analysis of Godding Ditch shares to develop a strategy and plan to change water rights from irrigation to municipal uses. Budget for 1527TWF08 Task 8 is $60,000.00, to billed at the hourly rates attached to this Agreement. LRE Water Project 1527TWF08 Task 9 Task 9 is for LRE to support Lawrence Custer Grasmick Jones & Donovan LLP in development of a 2021 water court application. Budget for 1527TWF08 Task 9 is $60,000.00, to billed at the hourly rates attached to this Agreement. LRE Water Project 1527TWF08 Task 10 Task 10 is for LRE to assist the Town with St. Vrain Water Authority matters, including development of Intergovernmental Agreements and attendance at selected Board meetings. Budget for 1527TWF08 Task 10 is $12,000.00, to be billed in 17 equal installments of $1,000.00 each. LRE Water Project 1527TWFOS Task 11 Task 11 is for LRE to develop an ESRI story map for communication of the Town's water system and water court application(s) to assist in communication with objectors and others. Budget for 1527TWF08 Task 10 is $14,000.00, to be billed in 2 equal installments of $7,000.00 each. A-3 • E 1-1 Summary Table Projects LRE Water 2021 Budget General Services $ 199,200.00 Task 1: Support Lawrence Custer Grasmick Jones & Donovan LLP change of water rights Case No.19CW3236. $ 75,000.00 Task 2: Substitute water supply plan support. $ 40,000.00 Task 3: Water quality sample collection. $ 66,000.00 Task 4: Implement the water rights and water supply accounting system as per decree in 19CW3236 and for SWSP. $ 40,000.00 Task 5: Assist with the review and analysis, and negotiations or other efforts related to native water dedication agreements. $ 75,000.00 Task 6: Assist with the review and analysis, and negotiations or other efforts to research and purchase water rights. $ 100,000.00 Task 7: Preliminary engineering for Last Chance pitch change of water rights $ 120,000.00 Task 8: Preliminary engineering for Godding Ditch change of water rights $ 60,000.00 Task 9: Support to LCGJD LLP for 2021 water court case $ 60,000.00 Task 10: Assist the Town with matters related to Firestone's membership in the St Vraln Water Authority $ 12,000.00 Task 11: Create an ESRI story map for communication with objectors and others $ 14,000.00 Total $ 861,200.00 A-4 • LRE WATER, INC. 2021 RATE SCHEDULE Effective December 26, 2020 Hourly Rate StudentIntern.............................................................................................. $65- $90 Data Processor/Admin Support ...................................................................$75 - $130 Technician/IT Support ........................ Staff I Engineer/Hydrologist/Geologist/Scientist...................................... $100 - $135 Staff II Engineer/Hydrologist/Geologist/Scientist...................................... $115 - $145 Staff III Engineer/Hydrologist/Geologist/Scientist..................................... $135 - $170 Project Engineer/Hydrologist/Geologist/Scientist....................................... $155 - $180 Senior Project Engineer/Hydrologist/Geologist/Scientist............................. $160 - $190 ProjectManager ............................................................................................ $165 - $200 Senior Project Manager.................................................................................. $170 - $255 Principal, Senior Advisor......................................................... ...................... $200 - $270 Expenses such as laboratory analysis, obtaining aerial photos, or other special services incurred directly in connection with the project are billed at cost plus 5 percent to cover handling and administration. Reimbursable expenses billed at cost include airfare, automobile rental, and other travel or per diem costs including mileage billed at the current IRS rate (rounded up to the nearest $0,05), Subconsultants to LRE are billed at cost plus 10 percent. • December, 2020 A-5 • RESOLUTION NO.20-1.19 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND THE RURAL DITCH COMPANY FOR CONSTRUCTION OF A TURN -OUT STRUCTURE ON RURAL DITCH AND CONSTRUCTION OF AN INTERIM DRAINAGE STRUCTURE TO DIRECT TRI-TOWN DRAINAGE BACK TO ST. VRAIN CREEK THROUGH THE RURAL DITCH WHEREAS, the Town of Firestone ("Town") is a shareholder in the Rural Ditch Company ("Rural"); and WHEREAS, the parties are subject to an Operating Agreement which sets forth terms and conditions upon the Town's water diversions into and delivery through the Rural Ditch; and WHEREAS, the Town desires and Rural consents to the Town's construction of a turn -out structure, which will allow the Town to divert water from Rural Ditch into the Last Chance Ditch; and WHEREAS, as a condition of the above titled agreement the Town shall construct an interim drainage structure that will direct drainage from the towns of Firestone, Frederick and Dacono ("Tri-Town") through the Rural Ditch back to St. Vrain Creek; and iWHEREAS, the Town shall construct the turn out and interim drainage structures in accordance with plans and specifications approved by Rural. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and the Rural Ditch Company for Construction of a turn -out structure on the Rural Ditch and construction of an interim drainage structure to direct Tri-Town drainage back to St. Vrain Creek through the Rural Ditch is approved in substantially the same form as the copy attached hereto and made a part of this resolution, subject to final approval by the Town's Public Works Director of non -substantive amendments recommended by the Town's water resource consultant, and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this%day of 2020. TOWN OF FIRESTONE, COLORADO 6T rowN TO &ZdAq. % obbi Si delar, Mayor SEe�I, ATTEST: - 's. ,:f�� APPROVED AS TO FORM: � �N7Y,GQ�O es ca oenig, CMC A lerk William ttorney • RESOLUTION NO.20-120 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN ENGINEERING SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND PLUMMER ASSOCIATES, INC., REGARDING THE WATER TREATMENT PLANT PROJECT WHEREAS, Plummer Assoviates, Inc., ("Plummer"), currently serves as a consultant for the Town of Firestone ("Firestone") and are involved in construction phase services including project management, progress meetings, office engineering, full-time resident project representation services, submittal reviews and CMAR application for payment reviews for the St. Vrain Water Treatment Plant project; and WHEREAS, as the Project's Construction remains to be completed and as Plummer Associates, Inc., having special expertise, qualifications, and background to complete the Project, the parties desire to continue the Engineering Services Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Engineering Services Agreement between the Town of Firestone and Plummer Associates, Inc., regarding the Water Treatment Plant Project, is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to sign the Agreement. INTRODUCED, READ AND ADOPTED this 9th day of December, 2020. TOWN OF FIRESTONE, COLORADO I 6�6_ �, , - J, r A,.. � — bi Sin lar, Mayor r� u AN AGREEMENT BY AND BETWEEN THE TOWN OF FIRESTONE AND PLUMMER ASSOCIATES, INC. FOR ENGINEERING SERVICES 1. PARTIES The parties to this Agreement are the Town of Firestone, a Colorado municipal corporation, hereinafter referred to as the "Town", and Plummer Associates, Inc., a Texas corporation, hereinafter referred to as the "Consultant". 2. RECITALS AND PURPOSE 2.1. The Town desires to engage the Consultant for the purpose of providing engineering services as further set forth in the Consultant's Scope of Services (which services are hereinafter referred to as the "Services"). 2.2. The Consultant represents that it has the special expertise, qualifications and background necessary to complete the Services. 3. SCOPE OF SERVICES 3.1. The Consultant agrees to provide the Town with the specific Services and to perform the specific tasks, duties and responsibilities set forth in Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. The Consultant shall furnish all tools, labor and supplies in such quantities and of the proper quality as are necessary to professionally and timely perform the Services. The Consultant acknowledges that this Agreement does not grant any exclusive privilege or right to supply Services to the Town. In its sole discretion, the Town may contract with other consultants to provide the same or similar services during the term of this Agreement. 3.2. In addition to the Services described in Exhibit A, the Town may prepare, with the assistance of Consultant, work orders, containing, at a minimum, the following information: (1) the specific tasks and deliverables Consultant must perform; (2) Consultant's budget; (3) the Town's maximum payment obligation under the subject work order; and (4) the completion date for the subject work order. Consultant shall be compensated for work orders on an hourly basis at the hourly rates set forth in Exhibit A, subject to the agreed upon maximum payment obligation. After the work order has been finalized and agreed to by the Town and Consultant, the Town may issue a notice to proceed obligating Consultant to begin performance of the subject work order. Consultant shall not commence work on any work order until it has received the applicable notice to proceed. Notice to proceed may be sent by email. 3.3. The Town reserves the right to amend any work order that has been issued under this Agreement by altering, reducing, increasing, or eliminating specific tasks and deliverables. If the Town desires to amend a work order that has been issued, then the Town shall notify Consultant of the contemplated change ("Notice of Change Order"). Upon receiving the Notice of Change Order Consultant shall provide: (1) an estimate of the increase or decrease, if any, to Consultant's budget due to the contemplated change and (2) the estimated change in the completion date of the subject work order, if any. The Town may instruct Consultant in the Notice of Change Order to suspend work on any identified task or deliverable affected by 4120-002-06 Page -1 Owner: Engineer: Owner -Engineer Agreement 0 a contemplated change, pending the Town's decision to proceed with the change. When instructed, Consultant shall suspend work on any identified task or deliverable affected by a contemplated change. If it elects to make the change, the Town shall issue a change order amending the subject work order and providing Consultant with a corresponding Notice to Proceed. Consultant shall not commence work on any change order until it has received the applicable notice to proceed. 4. COMPENSATION 4.1. The Town shall pay the Consultant for services requested and rendered under this Agreement as set forth in Exhibit "A", The Town's maximum payment obligation under this Agreement, excluding work orders finalized and agreed to by the Town and Consultant, shall not exceed the not -to -exceed amount set forth in Exhibit A, The Town shall pay mileage and other reimbursable expenses (such as meals, parking, travel expenses, necessary memberships, etc.) which are deemed necessary for performance of the services and which are pre - approved by the Town Manager. The foregoing amounts of compensation shall be inclusive of all costs of whatsoever nature associated with the Consultant's efforts, including but not limited to salaries, benefits, overhead, administration, profits, expenses, and outside consultant fees. The Scope of Services and payment therefor shall only be changed by a properly authorized amendment to this Agreement. No Town employee has the authority to bind the Town with regard to any payment for any services which exceeds the amount payable under the terms of this Agreement. 0 4.2. The Consultant shall submit monthly an invoice to the Town for the per -month amount set forth in Exhibit A for Services rendered in the previous month, and a detailed expense report for pre -approved, reimbursable expenses incurred during the previous month. The invoice shall document the Services provided during the preceding month, identifying by work category and subcategory the work and tasks performed and such other information as may be required by the Town. The Consultant shall provide such additional backup documentation as may be required by the Town. The Town shall pay the invoice within thirty (30) days of receipt unless the Services or the documentation therefor are unsatisfactory. Payments made after thirty (30) days maybe assessed an interest charge of one percent (1%) per month unless the delay in payment resulted from unsatisfactory work or documentation therefor. • S. PROJECT REPRESENTATION 5.1. The Town designates Julie Pasillas, Director of Public Works, as the responsible Town staff to provide direction to the Consultant during the conduct of the Services. The Consultant shall comply with the directions given by the Director of Community Development and such person's designees. 5.2. The Consultant designates Patrick O'Brien, Principal, as its principal in charge who shall be providing the Services under this Agreement. Should any of the representatives be replaced, particularly Patrick O'Brien, and such replacement require the Town or the Consultant to undertake additional reevaluations, coordination, orientations, etc., the Consultant shall be fully responsible for all such additional costs and services. 4120-002-06 Page - 2 Owner: Engineer: %0. Owner -Engineer Agreement r� u 6. TERM The term of this Agreement small be . December 26, 2020 to December 25, 2021 unless sooner terminated pursuant to Section 13, below. The Consultant's services under this Agreement shall commence upon execution of this Agreement by the Town and shall progress so that the Services are completed in a timely fashion consistent with the Town's requirements. Nothing in this Agreement is intended or shall be deemed or construed as creating any multiple -fiscal year direct or indirect debt or financial obligation on the part of the Town within the meaning of Colorado Constitution Article X, Section 20 or any other constitutional or statutory provision. All financial obligations of the Town under this Agreement are subject to annual budgeting and appropriation by the Firestone Board of Trustees, in its sole discretion. Notwithstanding anything in this Agreement to the contrary, in the event of non - appropriation, the Town shall immediately notify Consultant of such occurrence, and this Agreement shall terminate effective December 31 of the then -current fiscal year. 7. INSURANCE 7.1. The Consultant agrees to procure and maintain, at its own cost, the policies of insurance set forth in Subsections 7.1.1 through 7.1.4. The Consultant shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. The coverages required below shall be procured and maintained with forms and insurers acceptable to the Town. All coverages shall be continuously maintained from the date of commencement of services hereunder. The required coverages are: 7.1.1. Workers' Compensation insurance to cover obligations imposed by the Workers' Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of work under this contract. Evidence of qualified self - insured status may be substituted. 7.1.2. Automobile liability and physical damage insurance and physical damage insurance for any vehicle used in performing services for the Town, in amounts not less than prescribed by Colorado law (currently $25,000 per person/$50,000 per accident bodily injury and $15,000 per accident property damage). 7.1.3. Professional liability insurance against errors and omissions with minimum combined single limits of $2,000,000.00 each occurrence and $2,000,000.00 aggregate. 7.1.4. General liability insurance with minimum combined single limits of $2,000,000.00 each occurrence and $2,000,000.00 aggregate. 7.2. The Consultant's general liability insurance and automobile liability and physical damage insurance shall be endorsed to include the Town, and its elected and appointed officers and employees, as additional insureds, unless the Town in its sole discretion waives such requirement. Every policy required above shall be primary insurance, and any insurance carried by the Town, its officers, or its employees, shall be excess and not contributory insurance to that provided by the Consultant. Such policies shall contain a severability of 4120-002-06 Page - 3 Owner: Engineer: / Owner -Engineer Agreement 11 interests' provision. The Consultant shall be solely responsible for any deductible losses under each of the policies required above. 7.3. Certificates of insurance shall be provided by the Consultant as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the Town. No required coverage shall be cancelled, terminated or materially changed until at least 30 days prior written notice has been given to the Town. The Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 7.4. Failure on the part of the Consultant to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which the Town may immediately terminate the contract, or at its discretion.may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Consultant to the Town upon demand, or the Town may offset the cost of the premiums against any monies due to Consultant from the Town. 7.5. The parties understand and agree that the Town is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, § 24-10- 101 et seg. C.R.5.,,as from time to time amended, or otherwise available to the Town, its officers, or its employees. S. INDEMNIFICATION To the fullest extent permitted by law, the Consultant agrees to defend, indemnify and hold harmless the Town, and its elected and appointed officers and its employees, from and against all liability on account of any injury, loss, or damage, which arise out of or are connected with the services hereunder, if and to the extent such injury, loss, or damage is caused by the negligent act, or omission, of the Consultant or any subcontractor of the Consultant, or any officer, employee, or agent of the Consultant or any subcontractor, or any other person for whom Consultant is responsible. The Consultant shall bear all other costs and expenses incurred by the Town or Consultant and related to any such liability including but not limited to court costs, expert witness fees and reasonable attorneys' fees if the court determines that these incurred costs and expenses are related to such negligent acts, errors, and omissions or other fault of the Consultant. Notwithstanding the foregoing, Consultant's duty to defend, indemnify and hold harmless the Town, and its elected and appointed officials and its employees as set forth in this section shall only arise upon determination, by adjudication, alternative dispute resolution, or mutual agreement between Consultant and the Town, of the Consultant's liability or fault. The Consultant's indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by the act, omission, or other fault of the Town or its elected and appointed officers and its employees. 9. QUALITY OF WORK Consultant's professional services shall be in accordance with the prevailing standard of practice normally exercised in the performance of services of a similar nature in the Denver metropolitan area. 1.0. INDEPENDENT CONTRACTOR Consultant and any persons employed by Consultant for the performance of work hereunder shall be independent contractors and not agents of the Town. Any provisions in this Agreement that may appear to give the Town the right to direct Consultant as to details of doing work or to exercise a measure of 4120-002-06 Page - 4 Owner: Engineer: Owner -Engineer Agreement • control over the work mean that Consultant shall follow the direction of the Town as to end results of the work only. As _an_independent contractor, Consultant is not entitled to workers' compensation benefits except as may be provided by the independent contractor nor to unemployment insurance benefits unless unemployment .compensation coverage is Provided y the independent contractor or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract. 11. ASSIGNMENT Consultant shall not assign or delegate this Agreement or any portion thereof, or any monies due or to become due hereunder without the Town's prior written consent. 12. DEFAULT Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 13. TERMINATION 13.1. This Agreement may be terminated by either party for material breach or default of this Agreement by the other party not caused by any action or omission of the other party by giving the other party written notice at least thirty (30) days in advance of the termination date. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 13.2. In addition to the foregoing, this Agreement may be terminated by the Town for its convenience and without cause of any nature by giving written notice at least fifteen (15) days in advance of the termination date. In the event of such termination, the Consultant will be paid for the reasonable value ofthe services rendered to the date of termination, not to exceed a pro -rated daily rate, for the services rendered to the date of termination, and upon such payment, all obligations of the Town to the Consultant under this Agreement will cease. Termination pursuant to this Subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 14. INSPECTION AND AUDIT The Town and its duly authorized representatives shall have access to any books, documents, papers, and records of the Consultant that are related to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. 15. DOCUMENTS All computer input and output, analyses, plans, documents photographic images, tests, maps, surveys, electronic files and written material of any kind generated in the performance of this Agreement or developed for the Town in performance of the Services ("Consultant Deliverables") are and shall remain the exclusive property of the Town. All Consultant Deliverables shall be promptly provided to the Town upon request therefor and at the time of termination of this Agreement, without further charge or expense to the Town. Consultant shall not provide copies of any such material to any other party without the prior written consent of the Town. The Town shall not make any modification to the Consultant Deliverables without the prior written authorization of the Consultant. Any and all liability arising out of unauthorized changes made to Consultant Deliverables by.the Town or persons other than Consultant, its employees, officers, agents or 4120-002-06 Page - 5 Owner: Engineer: f Owner -Engineer Agreement • subcontractors, is waived against Consultant. 16. ENFORCEMENT In the event that suit is brought upon this Agreement to enforce its terms, the prevailing party shall be entitled to its reasonable attorneys' fees and related court costs. 17. COMPLIANCE WITH LAWS; WORK BY ILLEGAL ALIENS PROHIBITED 17.1. Consultant shall be solely responsible for compliance with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of the Town; for payment of all applicable taxes; and obtaining and keeping in force all applicable permits and approvals, 17.2. Exhibit B, the "Town of Firestone Public Services Contract Addendum -Prohibition Against Employing Illega[ Aliens", is attached hereto and incorporated herein by reference, There is also attached hereto a copy of Consultant's Pre -Contract Certification which Consultant has executed and delivered to the Town prior to Consultant's execution of this Agreement. 18. INTEGRATION AND AMENDMENT This Agreement represents the entire Agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties. 19. NOTICES All notices required or permitted under this Agreement shall be in writing and shall be given by hand delivery, by United States first class mail, postage prepaid, registered or certified, return receipt requested, by national overnight carrier, or by email, addressed to the party for whom it is intended at the following addresses: If to the Town: Town of Firestone Attn: Director of Public Works 151 Grant Ave. Firestone, Colorado 80520 Telephone: (303) 833-3291 Email: jpasillas@firestoneco.gov If to the Consultant: Patrick O'Brien Plummer Associates, Inc. 1221 Auraria Parkway Denver, CO 80204 Telephone: (720) 774-6140 Email: pobrien@plummer.com Any such notice or other communication shall be effective when received as indicated on the delivery receipt, if by hand delivery or overnight carrier; on the United States mail return receipt, if by United 4120-002-06 Page - 6 Owner: Engineer: Owner -Engineer Agreement 0 States mail; or on email receipt. Either party may by similar notice given, change the address to which future notices or other communications shall be sent. 20. EQUAL OPPORTUNITY EMPLOYER 20.1. Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, disability or national origin. Consultant will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, age, sex, disability, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notice to be provided by an agency of the federal government, setting forth the provisions of the Equal Opportunity Laws. 20.2. Consultant shall be in compliance with the applicable provisions of the American with Disabilities Act of 1990 as enacted and from time to time amended and any other applicable federal, state, or local laws and regulations. A signed, written certificate stating compliance with the Americans with Disabilities Act may be requested at any time during the life of this Agreement or any renewal thereof. 21.0 GOVERNING LAW, DISPUTE RESOLUTION, VENUE & SEVERABILITY • The laws of the State of Colorado shall govern the interpretation, validity, performance and enforcement of this Agreement. For the resolution of any dispute arising hereunder that cannot be resolved through negotiation between the parties, the Town and the Consultant agree that the dispute shall be submitted to nonbinding mediation prior to either party resorting to litigation. Mediation costs shall be borne equally by the parties. Notwithstanding the foregoing, nonbinding mediation shall not be required for determinations of liability or fault pursuant to section 8 of this Agreement. Any dispute not resolved through negotiation or mediation shall be resolved in the District Court of Weld County of the State of Colorado, and in no other court. If any provision of this Agreement shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. • 22.0 NO THIRD PARTY BENEFICIARIES Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Town or the Consultant. The Consultant's services under this Agreement are being performed solely for the Town's benefit, and no other party or entity shall have any claim against the Consultant because of this Agreement or the performance or nonperformance of Services hereunder. 4120-002-06 page-7 Owner: Engineer: I Owner -Engineer Agreement • 0 E in witness whereof, the parties have executed this Agreement to be effective as of the day and year of signed by the Town. Town; Town of Firestone By: Print Name: Title: r Date Signed: � C Z020 ONE k�(O�N ;O o i -0 �ti Qv Attest COU .. el_ r Name: Consultant: Plummer Associates, Inc. By: 4�wo a6-:� Print Name: Patrick O'Brien Title: Princi Date Signed: 11/25/2020 Attest 10 Print Name: Heather Peterson Title: -ro0)% C1 e v Title Administrative Assistant 4120-002-06 Page-8 Owner -Engineer Agreement Owner: Engineer: f 7` • Exhibit A — Scope of Services Plummer will provide professional services based upon our understanding of the project and its objectives. The 2021 scope of services includes construction phase services through December of 2021. The Construction Phase services for the St. Vrain Water Treatment Plant will include: ■ Project Management ■ Progress Meetings (participation in weekly progress meeting with the Contractor and coordination of monthly Owner -Engineer progress meetings) ■ Office Engineering (Submittal Review, RFI's, WCD's, FO's, RFCO's) ■ Full time Resident Project Representative services ■ Submittal Reviews ■ CMAR Application for Payment Reviews The services included in this scope of work include Resident Project Representative (RPR) services. RPR services are used to provide onsite representation of the Engineer and Owner during the Construction phase and to provide more extensive observation of the Contractor's work. Resident Project Representative (RPR) Services Plummer will provide Resident Project Representative (RPR) services professional services based upon our understanding of the project and its objectives and in accordance with EJCDC E-500, Agreement Between Owner and Engineer for Professional Services and in -particular Exhibit D Duties, Responsibilities, and Limitations of Authority of Resident Project Representative. In summary, the duties are to: 1) Provide regular representation onsite, including field checks of materials and installed equipment and to provide further protection for Owner against defects and deficiencies in the Work. 2) Review and confirm progress schedule, shop drawings, schedule of values, and verification of completion of work included on pay applications. 3) Serve as onsite liaison between the Engineer's, Contractor, and Owner. 4) Receive from Contractor any request for information (RFI). Report to Engineer regarding such RFIs. Report to Engineer when clarifications and interpretations of the Construction Contract Documents are needed, whether as the result of a Contractor RFI or otherwise. Transmit Engineer's clarifications, interpretations, and decisions to Contractor. 5) Receive and Review Samples and Contractor -approved Shop Drawings, 6) Consider and evaluate Contractor's suggestions for modifications to the Drawings or Specifications, and report such suggestions, together with RPR's recommendations, if any, to Engineer. Transmit Engineer's response (if any) to such suggestions to Contractor. 7) Review work for compliance with the Construction Contract Documents and report any defective work. 4120-002-06 Page -1 Owner: Engineer: Owner -Engineer Agreement - Exhibit A 0 8) Verify inspections, tests, and system start-ups. 9) Maintain record of correspondence, conferences, and progress reports 10) Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 11) Participate in issuance of Substantial Completion and Final Completion and review of punch list items. Exclusions and Assumptions 1) RPR services does not include geotechnical services; geotechnical services are typically included as an allowance in the Construction Contract. 2) RPR services do not include any labor testing fees. 3) Resident Project Representative shall not: a) Authorize any deviation from the Construction Contract Documents or substitution of materials or equipment (including "or -equal" items). b) Exceed limitations of Engineer's authority as set forth in this Agreement, is c) Undertake any of the responsibilities of Contractor, Subcontractors, or Suppliers, or any Constructor. • d) Advise on, issue directions relative to, or assume control over any aspect of the means, methods, techniques, sequences or procedures of the Work, by Contractor or any other Constructor. e) Advise on, issue directions regarding, or assume control over security or safety practices, precautions, and programs in connection with the activities or operations of Owner or Contractor. f) Participate in specialized field or laboratory tests or inspections conducted off -site by others except as specifically authorized by Engineer. g) Accept Shop Drawing or Sample submittals from anyone other than Contractor. h) Authorize Owner to occupy the Project in whole or in part. Budget: $639,334.96 This Agreement will be billed under Plummer Associates, Inc, Project: 4120-002-06 4120-002-06 Page - 2 owner: Engineer: _ro Owner -Engineer Agreement - Exhibit A • • • Consideration We will invoice the Town of Firestone on a time and material basis for the period of December_26, 2020 through December 25, 2021, not to exceed $ 639,334.96 . Compensation for periods less than one month shall be prorated based on the number of working days in the month. Consultant's lump sum fee is based on the following hourly rates for its employees; Staff Description Staff Code 2021 Rate Admin Staff Al-A2 $ 90.00 Admin Staff III A3 $ 95.00 Senior Admin Staff A4 $ 120.00 Designer/Technician CI-C2 $ 90.00 Designer/Technician Ill C3 $ 115.00 Senior Designer/Technician C4 $ 135.00 Construction Manager in Training (CMIT) CM1 $ 105.00 Construction Manager in Training II CM2 $ 125.00 Construction Manager in Training III CM3 $ 135.00 Construction Manager IV CM4 $ 145.00 Construction Manager V CM5 $ 165.00 Construction Manager CM6 $ 200.00 Senior Construction Manager CM7 $ 240.00 Principal Construction Manager CM8 $ HMO Resident Project Rep. I RR1 $ 80.00 Resident Project Rep. II RR2 $ 110.00 Resident Project Rep. III RR3 $ 130.00 Lead Resident Project Rep. RR4 $ 135.00 Field Tech I LS1 $ 80.00 Field Tech II LS2 $ 95.00 Survey Specialist I LS3 $105.00 Survey Specialist II LS4 $ 115.00 Survey Analyst LS5 $135.00 Chief of Parties LS6 $ 150.00 Engineer/Scientist Intern ESO $ 60.00 Engineer-in-Training/Scientist-in-Training ES1 $ 115.00 Engineer-in-Training/Scientist-in-Training II ES2 $ 120.00 Engineer-in-Training/Scientist-in-Training III ES3 $ 130.00 Project Engineer/Scientist ES4 $ 145.00 Senior Project Engineer/Scientist ES5 $ 175.00 Project Manager ES6 $ 215.00 Senior Project Manager ES7 $ 240.00 Principal I ES8 $ 305.00 Principal II ES9 $ 320.00 Electrical Engineer in Training I EE1 $ 95.00 Electrical Engineer in Training II EE2 $ 120.00 Electrical Engineer in Training III EE3 $ 125.00 4120-002-06 Page-3 Owner: Engineer: Owner -Engineer Agreement - Exhibit A • 11 �J Staff Description Staff Code 2O21,Rate Electrical Specialist EE4 $ 145.00 Programmer EE5 $150.00 Programmer II EE6 $ 155.00 Senior Electrical Engineer EE7 $ 280.00 Billing rates may be adjusted by up to 4 percent annually (at the beginning of each calendar year) during the term of this agreement. ■ A multiplier of 1.15 will be applied to all direct expenses A technology charge will be billed at $5 per labor hour. Any changes to Consultant's hourly rates will be communicated to the Town, and shall not take effect unless and until such changes are approved by the Firestone Town Board. 4120-002-06 Page-4 Owner: Engineer: / lW Owner -Engineer Agreement - Exhibit A 0 Exhibit B Town of Firestone Public Services Contract Addendum Prohibition Against Employing Illegal Aliens Prohibition Against Employing Illegal Aliens. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor shall not enter Into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Contractor will participate in either the E-verify program or the Department program, as defined in C.R.S, § § 8-17.5-101(3.3) and 8-17.5-101(3.7), respectively, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. Contractor is prohibited from using the E-verify program or the Department program procedures to undertake pre -employment screening of job applicants while this contract is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under this contract for services knowingly employs or contracts with an illegal alien, Contractor shall: a. Notify the subcontractor and the Town within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and . b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this paragraph the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. • Contractor shall comply with any reasonable request by the Department of labor and Employment made in the course of an investigation that the Department is undertaking pursuantto the authority established in C.R.S. § 8-17.5-102(5). If Contractor violates a provision of this Contract required pursuant to C.R.S. § 8-17.5-102, Town may terminate the contract for breach of contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the Town. 4120-002-06 Page -1 Owner: Engineer: t°T' Owner -Engineer Agreement - Exhibit B L' • Pre -Contract Certification in Compliance with C.R.S. Section 8-17.5-102(1) From: Plummer Associates, Inc. (Prospective Contractor) To: Town of Firestone As a prospective independent contractor for the above -identified project, I (we) do hereby certify that, as of the date of this certification, the undersigned does not knowingly employ or contract with an illegal alien; and that the undersigned will participate in the E-Verify employment verification program administered jointly by the United States Department of Homeland Security and the Social Security Administration or the employment verification program of the Colorado Department of Labor and Employment Program, as defined in C.R.S. § § 8-17.5-101(3.3) and 8-17.5-101(3.7), respectively, in order to confirm the employment eligibility of any employees hired since the date of this contract to perform work under this contract. Executed this day of PROSPECTIVE CONTRACTOR Patrick O'Brien Principal Printed Name Title (720) 774-6140 Phone pobrien@plummer.com Email 20 ATTEST ?� 11/25/2020 Signature Date Heather Peterson Administrative Assistant Printed Name Title (970) 247-0724 Phone hpeterson@plummer.com 40 Email 4120-002-06 Page -1 Owner: Engineer: AW Owner -Engineer Agreement — Pre -Contract Certification 0 RESOLUTION NO.20-121 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND DESIGN WORKSHOP INC. REGARDING THE CENTRAL PARK MASTER PLAN WHEREAS, the Town of Firestone ("Town") is in need of professional design services for the development of the Central Park Master Plan; and WHEREAS, the Town sought proposals from five firms qualified to provide the desired services: and WHEREAS, upon review of the proposals staff selected Design Workshop Inc as the applicant best qualified based upon staff, experience and expertise to provide the design services for development of the Central Park Master Plan. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Design Workshop Inc for development of the Central Park Master Plan is approved in substantially the same form as the • copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thisq"ay of , 2020. TOWN OF FIRESTONE, COLORADO ;O �z. bi Sin ar, Mayor �OUnity, a ATTEST: Koenig, CAC, Town Clerk APPROVEDAS TO William P. Hayashi, Td (Attorney 0 • • AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this ftday of JDPXXMNW020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and DESIGN WORKSHOP an independent Consultant with a principal place of business 1390 Lawrence Street, Suite 100, Denver, Colorado 80204 ("Consultant") (each a "Party" and collectively the "Parties"), WHEREAS, the Town requires professional services; and WHEREAS, Consultant has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SCOPE OF SERVICES A. Consultant shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Central Park Master Plan (A2020.9904). B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Consultant proceeds without such written authorization,, Consultant shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Consultant completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Consultant for all work previously authorized and completed prior to the date of termination. If, however, Consultant has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Consultant, the Town shall pay the Consultant an amount not to exceed $380,000. This amount shall include all fees, costs and expenses incurred by Consultant, and no additional amounts shall be paid by the Town for such fees, costs and Page 1 of 16 FIRESTONE 0 expenses. Consultant may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. IV. PROFESSIONAL RESPONSIBILITY A. Consultant hereby represents that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Consultant shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Consultant hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Consultant for its professional expertise, Consultant agrees not to employ sub Consultants to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Consultant shall be exclusively owned by the Town. Consultant expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Consultant hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Consultant. If the Town reuses or makes any modification to Consultant's designs, documents or work product without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONSULTANT • Page 2 of 16 FIRESTONE Consultant is an independent Consultant. Notwithstanding any other provision of this Agreement, all personnel assigned by Consultant to perform work underthe terms of this Agreement shall be, and remain at all times, employees or agents of Consultant for all purposes. Consultant shall make no representation that it is a Town employee for any purposes. VII. INSURANCE A. Consultant agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Consultant pursuant to this Agreement. At a minimum, Consultant shall procure and maintain, and shall cause any sub Consultant to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and Consultants as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from 0 completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage, Any insurance carried by the Town, its officers, its employees or its Consultants shall be excess and not contributory insurance to that provided by Consultant. Consultant shall be solely responsible for any deductible losses under any policy. C. Consultant shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect The certificate shall identify this Agreement. VIIL INDEMNIFICATION A. Consultant agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against liability, damages, losses, expenses and demands, including reasonable attorney fees, on account of injury, loss, or damage, including from bodily injury, personal injury, sickness, disease, death, property loss or damage, to the extent caused by the Consultant's services performed under this with this Agreement if such injury, loss, or damage is caused in whole or in part by, the negligent act, omission, error or professional error, Consultant, or that on any sub consultant of Consultant or anyone else for whom the Consultant is legally liable or which arise out Page 3 of 16 FIRESTONE • of a worker's compensation claim of any employee of Consultant or of any employee of any sub Consultant of Consultant. Consultant's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Consultant, any sub Consultant of Consultant, or any officer, employee, representative, or agent of Consultant or of any sub Consultant of Consultant. B. If Consultant is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Consultant's obligation to indemnify and hold harmless the Town may be determined only after Consultant`s liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5- 102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Consultant hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Consultant will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Consultant shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a sub Consultant that fails to certify to Consultant that the sub Consultant shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Consultant has employees, Consultant has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Consultant shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Consultant obtains actual knowledge that a sub Consultant performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Consultant shall; notify the sub Consultant and the Town within 3 days that Consultant has actual knowledge that the sub Consultant is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the sub Consultant if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the sub Consultant does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Consultant shall not terminate the subcontract if during such 3 days the sub Consultant provides information to establish that the sub Consultant has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. Page 4 of 16 FIRESTONE • D. Duty to Comi)ly with Investigations. Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Consultant is complying with the terms of this Agreement. E. Affidavits. If Consultant does not have employees, Consultant shall sign the "No Employee Affidavit" attached hereto. If Consultant wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Consultant shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severabgy. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental lmmuni y. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. Page 5 of 16 FIRESTONE n �I K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ATTEST: Koenig, APPROVED TO FOR . dIA William P. ilayashi, Town ey is F�R�S Tom rro° NTy GO�'��Q 'JQWN OF FIRESTONE, COLORADO Ra6bi SindbYr, Mayor DESIGN WORKSHOP Jim MacRae, Principal, PLA Page 6 of 16 ���� FIRESTONE 0 DEPARTMENT PROGRAM AFFIDAVIT • To be completed only if Consultant participates in the Department of Labor Lawful Presence Verification Program I, , as a public Consultant under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date, 2. 1 have retained or will retain fife copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature STATE OF COLORADO ) ss. COUNTY OF Date The foregoing instrument was subscribed, sworn to (or affirmed) before me this day of , 2020, by as of My commission expires: (SEAL) Notary Public Page 7 of 16 FIRESTONE EXHIBIT A SCOPE OF SERVICES Consultant's Duties and Deliverables During the term of this Agreement, Consultant shall perform the following duties, as directed by the Town, and deliver the following items during the timeframes established by the Town: OUTLINE SCOPE OF SERVICES Design Workshop (DM has provided a detailed spreadsheet with tasks and deliverables (see MASTER TASKS AND DELIVERABLES chart exhibit). This section of the proposal is not an exhaustive list, but Is intended to provide a narrative overview of each task, more detail on key sub tasks, and list of key deliverables. Task 1: Management and Pre -Design The purpose of this task is to set up the project structure, conduct a town/ consultant team Strategic Kick Off (SKO) meeting and confirm roles/ responsibilities, communication protocols, task sequencing, etc. Task 1.01 — Proiect Management Plan {DW) 1. DW Project Management system 2. Bi-weekly project coordination meetings (via phone) Task 1.02 — Strategic Kick Off Meeting (DWI Team) 1. SWOT Exercise/ Confirm Project Goals 2. Project Management Plan 3. Risk Management Plan 4. Project Schedule and Milestones 5. Site Survey/ Project Constraints 6. Document Standards 7. Performance Metrics Tasks 1.5,1.9. 1.10 and 1.11— document -related tasks 1. Develop the format and layout of the final document that will be added to with each successive task. Review examples of comparable documents with the Town and provide a draft/mockup for review. Deliverables • Strategic Kick Off Meeting • Bi-Weekly Conference calls Meeting Notes (DM Chapter 1: Project Intro and Background Page 8 of 16 FIRESTONE • Task 2: Community Engagement (This task has been eliminated and incorporated into other tasks) Task 3: Research and Analysis The purpose of this task is to develop a solid understanding of the opportunities and constraints inherent to the site given various environmental, social and jurisdictional elements that are a part of the site. 'asks 3,01 through 3.06 Base Files and Information Collection QM 1. Visit the site to verify ALTA Survey and identify any short -comings or coordinate with surveyor for preparation of ALTA Survey. 2. Review Phase 1 Environmental Report) Maps and identify and report any short comings. 3. Create a Base Map that will be basis for all design work and takeoffs, 4. Collect all existing reports, maps, town regulations, etc,, that will have influence over the master plan and summarize key findings. Tasks 3.04 through 3.10 — Context and Site Analysis QW/Team 1. Identify and map key context and site factors that will influence the layout and range of park amenities and experiences 2. Evaluate key context and site factors as to their potential impacts on the park programming, layout, adjacencies, etc, 3. Review Civil Engineer's findings on water supply and available infrastructure for lake / park irrigation. Deliverables • Site Visit • Bi-Weekly Conference calls • Meeting Notes • Base Map and Context Diagrams • Site Analysis Diagrams • Chapter 2: Existing Conditions and Analysis (11 x 17" PDF) Task 4 Park Programming and Site Framework The purpose of this task is to develop a park program including passive and active recreation improvements, general park amenities, community events/ activities and possible community recreation and/or regional sports facilities. Establishing (a) framework(s) that will be the basis of the alternative plans in Task 5. Tasks 4.03 and 4.04 — Commercial Recreation Facilities Research/ Feasibility Study QW) 1. Analyze regional demographics related to organized and tournament sports, identify sub - regional, regional or inter -mountain west competition and determine potential demand and sports programs for a commercial sports/ recreation facility in Firestone. Collect and analyze Page 9of16 FIRESTONE 0 town and regional demographics including key soclo-economic attributes specific to organized sports programs and clubs. 2. Prepare a memorandum to summarize findings and present to Town Trustees and Staff. • Task 4.05 and 4.6 — Park Programming mming (DWI Team) 1. Survey Existing Firestone Parks to determine what is missing or what is over -supplied in the town. 2. Research and Identify the range of passive and active park programs that would be appropriate and needed for Central Park such as but not limited to: Sports Fields, Ball Courts, Stage/ Amphitheater, Children's Adventure Playground, Community Garden, Lakel Dock, etc. 3. Prepare a Parks Programming Matrix that identifies the range of improvements and amenities for Central Park 4. Confirm and diagram the relative size for park programs (i.e. sports fields, adventure playground, parking, etc.) to ensure there's adequate space and separation with other existing or planned civic elements of the park. Task 4.07 -- Park Programming Presentation (DWI Team) 1. Present the park programming to staff, steering committee, citizens, trustees, etc. to get input on preferred park features and amenities. Deliverables • Bi-Weekly Conference calls • Meeting Notes • Commercial Recreation Facilities Feasibility Study • Community Events Calendar • Park Programming Matrix • Presentation to Board of Trustees • Chapter 3: Research and Park Programming (11 x 17u PDF) Task 5 Master Plan Alternatives The purpose of this task is to develop three (3) master plan alternatives to review and compare against stated goals, principles, metrics, Alternatives will be evaluated with input from staff and the public at two separate worksessions with the Town Board of Trustees. Each master plan alternative will be distinct in order to represent the gamut of possibilities for Central Park. Task 5.03 -- Master Plan Alternatives Criteria (DWI Team) 1, Prior to starting the design, we will develop the planning criteria for each alternative and review with staff, steering committee, etc. Task 5.04_ through 5.06 -- Master Plan Alternatives Preparation (DWI Team) 1. Kick off this task with an intensive design charrette. 2, Prepare three (3) master plan alternatives that illustrates the layout of all park features Page 10 of 16 FIRESTONE 3. Prepare supportive graphics for each alternative to help communicate the elements of each alternative including support diagrams that explain circulation, views and key relationships. 4. Prepare a general opinion of probable costs for each alternative so everyone understands the financial implications of the initial designs. 5. Provide pros and cons for each alternative Task 5.07— Draft Alternatives Presentation (DWI Team) 1. Present the draft alternatives to Town Board of Trustees at a public worksession. Task 5.09 and 5.10 — Master Plan Alternatives Preparation [DWI Team] 1. Revise and update the master plan alternatives per feedback received and as part of normal design refinement process. 2. Prepare supportive graphics for each alternative to help communicate the elements of each alternative including support diagrams that explain circulation, views and key relationships. 3. Develop Conceptual 3D Vignettes — one aerial for each alternative. May be greyscale and will have simplified textures given level of design at this stage. 4. Prepare a preliminary opinion of probable costs for each alternative to convey the financial implications of the alternative designs. 5. Provide pros and cons for each alternative. 6. Develop chapter for document. Deliverables • Bi-Weekly Conference calls • Meeting Notes • Master Plan Alternatives Criteria • Master Plan Alternatives (24" x 36" PDF) • Supportive Graphics • Opinion of Probable Costs • Two Presentations to Board of Trustees • Chapter 4: Alternative Plans (11 x 17" PDF) Task 6: Preferred Park Plan The purpose of this task is to develop a preferred master plan based on input received at the end of Task 5. Progress on the Preferred Plan will be presented at a worksession with the Town Board of Trustees. Feedback from that worksession will be factored into the final version. Task 6.03 — Preferred Master Plan Criteria 1. Finalize the park site design criteria and park programming for the preferred master plan by reviewing with staff, steering committee, etc. The Town will issue a written approval (via email) of the criteria and program before we start preferred plan refinements. Tasks 6.04 through 6.07 -- Preferred Master Plan Preparation 1. Revise and update the preferred master plan. Page 11 of 16 FIRESTONE 0 2. Prepare supportive graphics to help communicate the elements of each alternative including support diagrams that explain circulation, views and key relationships. 3. Develop Conceptual 3D Vignettes -- one aerial and two to three ground -level views. Will be color and illustrative in character for use in marketing the project. 4. Prepare a revised opinion of probable costs to convey the financial implications of the preferred design. Tasks 6.08 through 6.10 -- Preferred Master Plan Presentation (DWI Team) 1. Present the draft Preferred Master Plan to Town Board of Trustees at a public worksession. Tasks 6.11 through 6.14 -- Final Draft Preferred Master Plan 1. Revise and update the preferred master plan and supporting graphics per feedback received at work session. 2. Finalize opinion of probable costs to convey the financial implications of the preferred design. 3. Develop chapter for document. Deliverables • Bi-Weekly Conference calls • Meeting Notes • Preferred Master Plan (24" x 36" PDF) • Supportive Graphics • Opinion of Probable Costs is • Presentation to Board of Trustees • Chapter 5; Preferred Master Plan (11 x 17" PDF) Task 7: Design Guidelines and Operations & Maintenance Plan The purpose of this task is to prepare an operations and maintenance plan (00) for the Central Park to provide guidance on maintenance practices, park maintenance resources, potential park maintenance budgets and park maintenance specifications that the Town Parks Department and/or future park designers can use as a reference in designing projects to be implemented from the master plan. Tasks 7.01 through 7.11—Operations and Maintenance Plan (DW/ Consultant) 1. Coordinate discussions with Parks Department about the maintenance requirements for the central park 2. Prepare potential alternative 0&M budgets (including sources of income and operating costs) for review/ comment by Town staff 3. Review Town's current 0&M guidelines and provide review/ comment for updates to accommodate Central Park. 4. Confirm layout and style guide of the design guidelines document with the Town Deliverables • Bi-Weekly Conference calls • Meeting Notes • O&M recommendations and additions to Town 0&M plan Page 12 of 16 FIRESTONE 0 • Chapter 6: Operations and Maintenance (11 x 17" PDF) Task 8 Master Plan Documentation and Adoption The purpose of this task is to document the master planning process as a final document and prepare presentations to gain consensus and adoption of the plan by the Town Trustees. Tasks 8.01 though 8.07 — Final Master Plan Document 1. Compile all chapters into final document. Review and make revisions as needed to refine document that supports the conclusions and recommendations of the Preferred Master Plan. 2. Provide penultimate draft of final document (90%) for review and comment by Town staff. 3. Provide final revisions to Master Plan Document for presentation and adoption. 4. Prepare presentations for Planning and Zoning Commission, and Board of Trustees hearing. Deliverables • Master Plan Document • 2 Presentations • Compiled Master Plan Document (11 x 17" PDF) in two resolutions for printing and for sharing on Town's website. ASSUMPTIONS Since this is an outline scope of services, we (DW) have made some assumptions and offer some questions about the scope of services as follows: A. DW will be the prime consultant and will provide the following services: 1. Landscape Architecture 2. Project Coordination 3. Market Research/ Study (Commercial Recreation Venues and Tourism only) B. As the prime consultant, we will be responsible for hiring and directing a set of sub -consultants who are needed to complete the master plan. The following are disciplines/ sub - consultants we have included as part of the master plan process (Subject to change at DW's discretion): 1. Architecture: Tomecek Studio Architecture (Park Pavilions and Amphitheater Pavilion) 2. Irrigation: Hines Irrigation (Analysis of Available Resources, High Level Water Budgets, and Infrastructure Recommendations) 3. Cost Analysis: Sunland Group (Opinion of Probable Construction Costs) 4. Park Operations and Maintenance Consultant: Ballard and King (0&M Resource Planning and Budgeting, 0&M guidelines, etc.) C. Other subconsultants will also be needed, and can be contracted directly to the Town or under DW: 1. Surveyor: Civil Arts — retained directly by the Town. 2. Civil Engineer: Civil Arts (Roadways, Utilities and Storm Water Management) — retained directly by the Town. Page 13 of 16 FIRESTONE • 3. Environmental Consultant: TBD (For Phase 1 wetland and/or an archeology and/or a paleontology survey, mapping, and report) — retained directly by the Town. 4. Traffic Engineer: TBD — retained directly by the Town. 5. Branding — DW has reviewed several potential consultants and has provided (separately) a draft proposal from RSM. Per previous discussion, they can be retained at a later date and can be either a sub to DW or direct to the Town. 6. Website content and maintenance: Town of Firestone. DW will provide content to and meet with Katy Hansen. D. Given the rigorous public engagement process from the recently completed Parks and Open Space Master Plan, public engagement for this project will be focused at the regular Board of Trustees work sessions (which are open to the public), DW will present progress to the Board of Trustees at key milestones for public dialog and review. E. In conjunction with our master plan, we assume that the Town and/or Carbon Valley will coordinate our design ideas with the architects and/or civil engineers working on the proposed recreation center, city hall, high school, etc. so that our ideas can be aligned and integrated into the final master plan. F. Town will provide a complete ALTA survey of the property with all legal property lines, easements, SUA's, other encumbrances, landform (2' contour interval min.), trees, wetlands, drainage areas, drainage improvements, buildings, paved surfaces, etc. G. Town will be a liaison between DW and the Oil/ Gas Companies that have SUA's on the site to ensure that the master plan has been communicated and there's agreement on the SUA and drilling windows before alternatives are being prepared. H. Town will provide a domain name for the website and/or link to the Town's website and the Town will upload content and maintain the functionality of the park website. I. As part of the first task, DW will work with the Town to confirm document layout and appearance. DW will provide digital version of the book and chapters in .pdf format. The Town will print hard copies as it deems necessary. EXCLUSIONS The following exclusions apply: A. Surveying/ ALTA Survey B. Lake/ Pond/ Aquatic Design C. Environmental Survey, Mapping and Report D. Branding/ Marketing/ PR E. Website Design/ Development F. Electrical and AN Design/ Development G. SMART Technology Design and Engineering H. Structural, MEP and Traffic Engineering Page 14 of 16 FIRESTONE • • 1. Construction Management J. Professional renderings or presentation artwork beyond what is identified in task deliverables, K. No physical or presentation models. L. LOMR/ CLOMR applications, permitting documents, etc. M. Wetland 404 applications, permitting documents, etc. N, Special permitting, approvals, and public meetings or presentations or preparation of presentation drawings for public meetings unless noted otherwise. 0. Printing/ Hard Copies SCHEDULE Design Workshop is prepared to begin services immediately, upon receipt of a retainer and a signed copy of this proposal from an authorized owner's representative. At this time, the anticipated schedule runs from January into July, as summarized in the attached Schedule Exhibit. FEES AND EXPENSES Basic services Compensation to Design Workshop for the services described herein and in accordance with the conditions of this agreement shall be for a lump sum fee of $379,000. The estimated fees are as follows; Task One Management and Pre -Design $ 20,000 Task Two Community Engagement N 1 A Task Three Research and Analysis $ 46,000 Task Four Park Programming and Framework $ 40,000 Task Five Master Plan Alternatives $109,000 Task Six Preferred Master Plan $105,000 Task Seven Design Guidelines and 0&M $ 48,000 Task Eight Master Plan Document and Adoption $11,000 Total Professional Fees (labor only) $ 379,000 2. REIMBURSABLE EXPENSES Reimbursable Expenses are in addition to compensation for Basic Services. Reimbursable expenses incurred by Design Workshop and consultants directly related to the project such as, but not limited to, travel, photography, telephone charges, video conference charges, and printing expenses shall be billed at Design Workshop's cost plus fifteen percent (15%). 3. RETAINER Page 15 of 16 FIRESTONE 0 In accordance with Design Workshop's policy, a retainer of $25,000 is payable upon acceptance of this proposal. The retainer will be applied to our final billing. All invoices must be paid prior to release of the final documents. • • 4. ADDITIONAL SERVICES Services in addition to those described above are to be compensated on a Time and Materials basis per Design Workshop's current published rate schedule. Additional services will include (but are not limited to) redesign of previously approved work, major revisions to program and/or expansion of scope of services. Whenever practical, changes, additions, or modifications to the scope of services shall be authorized by written change request; however, the absence of such a written change order shall not act as a bar to payment of fees due Design Workshop, provided the change was in fact approved and ordered by the Client. 5. TAXES Any taxes or fees, (local, state or federal), based on gross receipts or revenues will be added to amounts due under this contract. Page 16 of 16 FIRESTONE • 0 is DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Consultant participates in the Department of tabor Lawful Presence Verification Program I, k%r & o-,bq�r 04-,, as a public Consultant under contract with the Town of Firestone (the "Town"), hereby affirm that:. 1. 1 have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date; 2. 1 have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and idenfity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement. Signature STATE OF COLORADO ) ss. COUNTY OF DeA Ve r Date The foregoing Instrument was subscribed, sworn to (or affirmed) Oftek, 2020, by as rx5c] P. kmjai, (A1,DrfS1V2j2, TACI . before me this c2�ay of Of My commission expires; (SEAL) Ad Notary Public LISA UMBACH NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20204000256 1MYLCOWM011 Fl" S JAN M S, M4 Page 7 of 8 FIRESTONE ayyrm^I nN YM YM rM r^apa,wnrlrW lxfNw(•rrrr/4,r•] I rn+NNvral Ire[ r rN 1Yr1 v GhGd Y+:,x....yian..aYtle rlu pip.a n 5rro [nsrur vM TN rM Nx ,pgN•„rrrl,rl r,e •y Se-t Yna �I•'rlMlrf VHaI ruale[¢r�rwNCMHIw IrpwMywlwNlla,N ,'ll�lnnlYtedIYMNYrYrrIVWI4+n'N 'nxT�nlrSr, b+egn.'MwRW'W riSN^I Th1 rM N;r wlNm rwwerlr»rtxwlrrHr4 r'Nr»nl^!IN•aNtl•a]Ir,Wnw)uea4 al'f Yul ,ANa^Tll rlaw)INN•/a1/aywraxray rhl yx rM YM �+ •w+w1Ve1 n NraprFW w Imcrlw w l w r, W omrrw rvlNaNr^Ni ginYq nc.t er , .0 n••1'"/.rr^, vM rN rM r!N taaa"K IN.M l01 wx1 nwulwnn{oryweuWy nVN F Nr cr llr.5 e.el ala, l-: b. rM Yh1 YM ��tl.af»yyNrwhha�a�mt Mrryyrlm �����4nl�ryrynnm, ll Vri r\rwua,+rfrwCrAanuxgrnuy wrNNiuraiylnrvrx raxxy aaPn {�+tt =S xr.1 a.,, aa.-�• r r Ir n n'ryl x•n Wa, ranrww•n M•-V'••I'N f s V •f Y I Y YN ,rw Nxwurr Vrl [np ii nrl <•?1bn•^•w+nr rM rM rM 1„Vrl Nmargrwsi'al aT,rry pw,a nY°""Owr"'{i��rlvn xrrr,luwo-ao.xlawn,:erwYw 1u11aNwslill,rrnr gargNclnn [5xN rfa r!n r(x rM T/N n`"! � to rNrl - Iypr n remlaw w uemy [YV•1 rls - rM rM rhr Y!N mrr Yfl9'xl »m A't nrgx,el,nvl MNnf I[I rNl,rr,m9+rr,Nrmy [t lrrf :..--. ... .•.- Igran Slwm/srAelntttlTINNYI If rGYe u�� W rh! qw tea. �:rl YM YM [frrflryWr-�+irW MVtv»N TIM1'M f r r •r alw r rtx - tln lyn ryx rM L-t Iw vM ww Gear ylnx w s4•r a r4sW+»..ar M r/r, Y/11 YM Mwn'ww nxY r ro. .f rlr w aw s awlns rir: Y r r rimly r t9r,•I,Rrr.r:GHrOC-aaa N1V 3.•ry Wn YA 1W YM inwl'aal rlTwlllaamr, nnwl[lrra,r z 'rl+r :. ayvr,p�,lsi F-olxll �Llerro! uJ•1_,'in,9rn Wlw'al _ � �, yM YM keNalGl+orl•mrH9N/oatlie+wramw r/x YM vlx Yle Yt Yy YN rwu.rwvwnyw wrwl rxrr a0l 11 lrrl VY nW r.e ry r IW Z xo.n ua�.su•u.:�,m•Ler rM YM YM vM [ •e,lnq[1H Wlrri wnlarreVrvn q• l9rpr,rw9.»nxulwunsa••+w llllrl le{mr,ll Y.(uxeDw Rx[lwnynn Nrxy qx rH n IM Yx yom 4 upu Iwl ,nn r rtL,-,Y, u"b• +r.+>yN..-vl'{wur.l u*a.•�,r:ae,r:r r!I rM vM rM rli9 a^1 'j r✓Isf•a14MNrelt W rrr,w•'•awirl lsq•9wfulp.INyrq rrrN r!x x rx rwvrrnww,.rwrlaerin rra,.vao rrlrn !v rM Mr rM V. •aatlGgmlNgam r•Smawv YeglrMl I rwl,yHxnq �,ptren'+,N a yaw ir9N 1111 YM YM Y - Y!N Mr•rA [a ul-rmWlw wn—F PIn b fY pr[ rlr r/r rfn 'nr' awymlrnr.YH lrlf+l w+x5'PwrynrmN non . grllil xrasuwrvlvsarremnlmoow Naw HlllYl rcw,aru:rN sr,lr Na+<v rM YM rM rM Iwr lr'L9n pral'rvaMw L PMi^a„vrlrw,r aml vr.,.a=roir.r •n .r[, nHrtR-rrwawwlMwx,rN.'n r .r rxw r arnaPwlmc •! r m+ ilrNpr/l irrrrld•rrrMrr•gN••ew rir ryN rrN 7rr arl4n•••awli{wnrMllwf f `N`� /vllxn/Nary lspwll rLgY VIRtl[yupl YM -ri'Ir ' EYr YM anY Nal l � `q`� /rNrn/ma:N IRxalrW,swPrwMlgt, YM YIN YM YM IMNs I - - - SPN ,1f V•a T I ItI Vr, vlx lu _ Y r rN .Nw.ppn,ry,,gYl,}uy.G ryI M ,[i51ri 1'Ix Y YN YN n „ar WMru,pw•) rynrpTur Y I[l Nrl [rx4rolWiG rrl IN w. - Yfl rM •'°rN[ RNtwrilr NNiurrl �lyls - YN MrY•W+f1w1I•elyrol Wrp�•PM a�a,^rl nna-wlni.u,r..,,lw.r:uN IN NwwrNNlwn nNnwrnw.•m'ar+ aw wyf,p{wiuwlwruarrrgpm rupry rA rM Y,vl,q,rll611 nunaN rxtltl'N wN.r, V�irll - ,N r119n1 YIL YM bYl Y! 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WEI I Om IM W. Him HIM YM It. lr `EW It. rP+Ypfi=1p —1k. swa It. WE, SM 1"d _M41 vqf IVa via YN win Tf., "in Elm IZ ri Va. . . . YIN M Mr . rM xwL^pq 0 11 • • • 19 OFYI]_Rol0_[I]Z1j&11 Ir IB j A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING A SUMMARY OF GRANT AWARD TERMS AND CONDITIONS BETWEEN THE TOWN OF FIRESTONE AND THE STATE OF COLORADO FOR DEVELOPMENT OF THE OLD TOWN FIRESTONE SUB -AREA PLAN WHEREAS, the Town of Firestone ("Town") was awarded a Rural Economic Development Initiative Grant Program ("REDI") grant in the amount of $20,000.00 for development of the Town of Firestone's Old Town Firestone Sub -Area Plan; and WHEREAS, as award of the grant is automatic upon initial request for payment from the State of Colorado the Town desires to formally accept the Summary of Small Dollar Grant Award and Conditions as set forth by the State of Colorado. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE OF THE TOWN OF FIRESTONE, COLORADO: The Summary of Small Dollar Grant Award Terms and Conditions between the Town of Firestone and the State of Colorado for development of the Old Town Firestone Sub -Area Plan is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the grant award on behalf of the Town. INTRODUCED, READ AND ADOPTED this 9th day of December, 2020. "CARES T2N TOWN . t ST: J sic Koenig, CMC, Clerk A ROV AS T William P. Hayashi, TSM Attorney TOWN OF FIRESTONE, COLORADO py: Ta�& Viol mrm B41bi Sin , Mayor 21785910 DocuSign Envelope ID: 90487541-E2A3-4C96-A7E3-14AFB2F25DAC • 0 • REDI POGG1 NLAA 2021*2470 SUMMARY OF SMALL DOLLAR GRANT AWARD TERMS & CONDITIONS State Agency DLG Number CMS Number Department of Local Affairs F21 RED20210 164784 Grantee Grant Award Amount Town of Firestone $20,000.00 Project Number and Name Performance Start Date Grant Expiration Date REDI 20-210 - Town of Firestone Old Town Firestone Sub- The later of the Effective Date June 30, 2022 Area Plan or November 3, 2020 Project Description Program Name The Project consists of developing a sub -area Plan specific Rural Economic Development Initiative Grant Program REDI to the Old Town Firestone area in the Town of Firestone. Funding Source STATE FUNDS Catalog of Federal Domestic Assistance (CFDA) Number N/A Regional Manager Funding Account Codes Chris La May, 970 6794501, (chris.la.mayastate.co.usJ Regional Assistant VCUST# Address Robert Thompson, (970) 6794503, 13331 Code CN003 EFT robert.tbom son state.co.us THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT DEPARTMENT OF LOCAL AFFAIRS PROGRAM REVIEWER By: Kate Guibert, REDI Program Manager Date: 11/3/2020 1 1:17 PM MST STATE OF COLORADO Jared S. Polis, Governor DEPARTMENT OF LOCAL AFFAIRS Rick M. Garcia, Executive Director By: Rick M. Garcia, Executive Director Date: 11/3/2020 1 2:08 PM MST In accordance with Colorado Revised Statutes, this Grant Agreement is not valid until signed and dated below by the State Chief Procurement Officer or an authorized delegate the "Effective Date"). STATE CHIEF PROCUREMENT OFFICER Sherri Maxwell By: Brenda Luj an, Contracts and Procurement Manager Department of Local Affairs Effective Date: 11/3/2020 1 4:04 PM MST ❑ocu5ign Envelope I❑: 90487541-E2A3-4C96-A7E3-14AFB2F25❑AC REDI 20-210 - Town of Firestone Old Town Firestone Sub -Area Plan • SCOPE OF SERVICES 1. PROJECT DESCRIPTION, OBJECTIVES AND REQUIREMENTS The Project consists of the Town of Firestone (Grantee) contracting with a qualified consultant firm to develop and complete a sub -area Plan specific to the Old Town Firestone area. Work includes: 1) an inventory of current conditions including identification of unique features and attributes available to the area; 2) development of goals and objectives for the area; and 3) prioritization of the goals for redevelopment and reinvestment in the area. Grantee shall complete and submit an application to the Colorado Main Street program for Affiliate membership. Eligible expenses include consultant fees. Costs of insurance, bonding, bidding, legal fees, consultant travel and consultant per diem shall be the sole responsibility of the Grantee. Grantee shall provide at least 60% of the total project cost as matching funds to the Project. State shall reimburse its pro-rata share upon review and approval of the submitted costs and associated supporting documentation, and commensurate progress of the Project. ❑ Construction plans and specifications have been drawn up by a qualified engineer or architect licensed in the State of Colorado, or pre-engineered in accordance with Colorado law, and hired by the Grantee through a competitive selection process. ® A contract shall be awarded to a qualified firm through a formal RFP or competitive selection process. Copies of any and all contracts entered into by the Grantee in order to accomplish this Project shall be submitted to the Department of Local Affairs upon execution, and any and all contracts entered into by the Grantee or any of its subcontractors shall comply with all applicable federal and state laws and shall be governed by the laws of the State of Colorado. 2. RESPONSIBLE ADMINISTRATOR Contractor's performance hereunder shall be under the direct supervision of Paula Meh_le, Director of Economic Development, (PMehle@FirestoneCo.Gov), an employee or agent of Grantee, who is hereby designated as the responsible administrator of this Project. 3. TIME OF PERFORMANCE The Project shall commence upon the issuance of this Small Dollar Grant Award and shall be completed on or before June, 30, 2022. 4. BUDGET Line # Budget Line/Project Activities Total Cost State Funds Other Funds Other Fund Source 1 Consultant Services $50,000 $20,000 $30,000 Grantee Total $50,000 $20,000 $30,000 W-9. jJ 1. Grantee has submitted their W-9 form to Denver directly (email to Beth) ❑ 2. Grantee's W-9 form is being sent with this SCOPE form Payment ® A. Grantee wants to receive their payment by EFT Method. ❑ Grantee has submitted their completed EFT forms to Denver directly (email to Beth) ❑ Grantee's completed EFT forms are being sent with this SOP form ® Grantee is already set up for EFT in CORE: Provide name of Grantee's bank and last four# of account number where EFT payment should be sent _First Bank — Acct Ending 2796 ❑ B. Grantee declines EFT/wants to receive their reimbursement in the form of a snail -mailed WARRANT (check) VCUST#: 13331 Address code_ CN003 Pavment method FFT Page 2 of 2 Version 03.20.2020 • r� U RESOLUTION NO, 20-123 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A DESIGN DEVELOPMENT SERVICES AGREEMENT FOR THE NEIGHBORS POINT PARK PROJECT BETWEEN THE TOWN OF FIRESTONE AND COLORADO CIVIL GROUP, INC. WHEREAS, the Town of Firestone is in need of design development services regarding the Neighbors Point Park Project ("Project"); and WHEREAS, Colorado Civil Group, Inc, has the required expertise as it is currently providing design services for the Project; and WHEREAS, Colorado Civil Group, Inc, is thus best suited to perform the Project's design development services in a timely and cost effective manner. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Design Development Services Agreement between the Town of Firestone and Colorado Civil Group Inc. is approved in substantially the same form as the copy attached hereto and made a part of resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this day of eCe 2020. ATTEST: VPP ica Koeni, C70F ROVED AS William P. l�slh7, Tc Clerk TOWN OF FIRESTONE, COLORADO lalbbi Sindelar, Mayor 0 AGREEMENT FOR PROFESSIONAL SERVICES 0 THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this 11h day of DM&N% ir2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and COLORADO CIVIL GROUP, INC., an independent contractor with a principal place of business at 2204 Hoffman Drive Loveland, Colorado 80538 ("Contractor") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: Neighbors Point Park Design (P2020-9319). B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. [I. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for ail work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. III. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor the amount not to exceed $82,774.25. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and Page I of 9 FIRESTONE expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations. B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a 'work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work, The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. If the Town reuses or makes any modification to Consultant's designs, documents or work product Without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. The Town expressly acknowledges and agrees that the documents and data to be provided by Consultant under the Agreement may contain certain design details, features and concepts from the Consultant's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENT CONTRACTOR 0 Page 2of9 FIRESTONE r1 Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. Vill. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vill. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including Without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, 0 professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any Page 3 of 9 FIRESTONE L] officer; employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any .employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage -of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to .indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by QRS. § 13-50.5- 102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department.of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does. not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. Page 4 of 9 FIRESTONE • D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Governing -Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severabifity. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24- 10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. Page 5 of 9 FIRESTONE • • is K. SubiecttoAnhualAppropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L, Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement, IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. °�.)AQ TOWN OF F. ESTQNE, COLORADO { sB obbi Sindelar, Mayor ATTEST;.n; �A� �:r APPROVED a. TO William P, Hayashi, Town COLORADO CIVIL GROUP, INC. By: Page 6 of 9 FIRESTONE NO EMPLOYEE AFFIDAVIT P-011-4 To be completed only if Contractor has no employees 1. Check and complete one: ❑ I, .am a sole. proprietor doing business as I do not currently employ any individuals, Should I employ any employees during the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the lawful presence. verification requirements outlined in that Agreement. OR ❑ I, am the sole owner./member/shareholder of a _[specify type of entity - i.e.; corporation, limited liability company], that does not currently employ any individuals. Should I employ any individuals during the term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements outlined in That Agreement. 2. Check one. ❑ I am a United States citizen or legal permanent resident. The Town must verify this statement by reviewing one of the following items: . ■ A valid Colorado driver's license or a Colorado identification card; ■ A United States military card or a military dependent's identification card; A United States .Coast Guard Merchant Mariner card; A Native American tribal document, - In the case of a resident of another state, the ,driver's license or state -issued idenfigcatioh card from the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance of the identification card; or ■ Any other documents or combination of documents listed in the Town's "Acceptable Documents for Lawful Presence Verification" chart that prove both Contractor's citizenship/lawful presence and identity. OR ❑ I am otherwise lawfully present in the United States pursuant to federal law. Contractor must verify this statement through -the federal Systematic Alien Verification of Entitlement ("SAVE') program, and provide such verification to the Town. Signature • Page 7 of 9 FIRESTONE Date • C, DEPARTMENT PROGRAM AFFIDAVIT To be completed only if Contractor participates in the Department of Labor LoWul Presence Verification Program I, , as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after -such hiring date; 2: 1 have retained or will retain file copies of all documents required by Q U.S.C. § 1324a, which verify the employment eligibility and 'identity of newly hired employees who perform work under this Agreement; and 3. 1 have not and will:not .alter _or 'falsify -the identification .documents for my newly hired employees who perform work under:this Agreement. r. Signature STATE OF COLORADO COUNTY OF .) Id- -, D 3 414y Date The foregoing instrument was subscribed, sworn to ((or affirmed) before me this _, day of 2020, by as of My commission expires: (SEAL) Notary'Public Page 8 of 9 FIRESTONE EXHIBIT A SCOPE OF -SERVICES Contractor's Duties: During the term of this Agreement, Contractor shall complete the design for Neighbors Point Park and provide bidding services through the award of the project. Contractor's Deliverables: In performance of the duties described above, Contractor shall deliver the fallowing items to the Town, during the timeframes established by the Town, Final construction documents and Necessary technical documents. C!O Total I 3 4 40.00 ;s zi..oa S 3,i>60.OD Consultants Amount Reirnbursables(Or Non) Amount 9 Survey - Civil S 6 0,00 Reproduction S 54b.F10 "Ws n Conceoas t5. Survey ° }lies $ are 4 6DD- PostapiShipping S Mileage S 47.5p Travel Rteaf slEntertairurrent Ustellaneous Total Cons"Is 32.$55.00 Tool Roknbuts34les S 527.50 LAW a 47,56D.00 Consultants{f5':} S 34.$22.26 RentbursaNes (+5%) S '�7,�38 37.52 Trial 5 $2-n4ZS Prair tour DI=SCRIPTION �+nti -Rate C+OCost ?r 'eet CoarEtinappn roes eetn s- oard'matiom t D. UEG Co Meetin s{ReviewUo7i $ f20.DD S Q60. and Base in Coordinate survey 4 8 120.00 S 4 0.00 ile and Assemble Base Material '$ t A 480.OD Site Visits 1 i t 42D.OD Lindsay 9 433.D0 1 8D Construction Plain . 'r 1- n i Nores A 20.OD 490. neets s 1 ae larl �t � 1 OD $ � t,410.D4 onzonta trot t fad- Ian . - - 24 t S 2. MOD trot t 1166 FNan • t t t Ss rPln P I 9 Al' Li Pun r9 3 1 D.OD S 0. ndsea 1 t t Site Suucrures 29 3 120.OD 5 2 880.W i s t2D OD Q. - Lind � 18 t35 2 &0. Techni oactrmenls - Fi�a1 Drama of m tx t oD t t H an S44 R ' Pro ea M nua! 24 S 2 $80. Undsa 1 ,1080.DD Final wn-estcost estimate Quantity Takeoff 9" S 120.D0 S. ,960. union Pst terr►ate5 1 S 1 1, Lind S 135. S 1,0$O.OD 6lddin Serrioes Pre -Bid 4 1 4 D.OD e o u nslAddendum 'sd i alu3.ian $ 120.OD QBO. coo n ti Award 4 11 1 i 135.D0 2 T00.t14 Total labor 388 $ 4T,58D.OD Page 9.of 9 FIRESTONE • % � . a A N: I�J.P.W[! SIR.. J��� 4 �U��: COLORADO.CIVCILoris,GROUP, INC. Englneedng'uf�nnts TO: Raelynn Ferreira, Assistant to the Town Manager FROM: Dave Lindsay, Colorado Civil Group, Inc. Lindsey Green, Colorado Civil Group, Inc. 4 DATE: November 25, 2020 SUBJECT: Neighbors Point Park Project PROJECT No.: 0668.0000.081-022 r] BUDGET GL#: m Thank you for giving us this opportunity to complete the design for Neighbors Point Park. We have prepared a budget for the final design of the park, as requested. Our budget includes the design required to produce final construction documents, all necessary technical documents to support the design, as well as bidding services through the award of the project. (Please note Construction Services were not included in this budget,) We have three sub -consultants on the team: Civil Arts (CA), Cesare, Inc (CI). and Design Concepts (DC). Each sub -consultant prepared a scope for the project and their associated fee, as summarized below. • Civil Arts -- Civil Arts will provide surveying services to topographically survey the park within the boundary limits (as determined by CCG). Upon completion of the survey a digital file of the completed survey information will be provided to CCG, which will be used to base the final design on. Total Fee - $5,470.00 Cesare, Inc. — Cesare, Inc will drill three borings into the locations chosen by CCG (Synthetic turf area, picnic table shelter area and hammocks and slacklines area). Cl will analyze and evaluate the subsurface materials and provide recommendations for necessary foundation support systems for the various park components. Total Fee - $4,600.00 • Design Concepts — Design Concepts will complete a new irrigation design for the park and provide the specifications for the Bidding Documents for all site furnishings chosen by the Town. DC's fee includes services through the bidding phase to respond to contractor questions, Total Fee - $22,815.00 With the sub -consultants' fees included within our budget, Colorado Civil Group, Inc. proposes to complete the Neighbors Point Park Project design for a lump sum fee of $83,000. If you have any questions on this budget or would like additional services added at this time, please let us know. We look forward to getting started on this project with the Town. COLORADO CIVIL GROUP, INC, 0 2204 Hoffman Drive o Loveland, CO 80538 a 970-278-0029 N • • 40 PROJECT BUDGET x New Change Client: Town of Firestone Date: 11/25/2020 Project Number: 0668.0000.08 1-022 Project Name: Neighbors Paint Park Contract Amount: $ 83,000,00 Contract Type: Lump Sum Fee Project Manager: DBL Fee Phase Task DESCRIPTION HRS CIO Rate Total C10 Cost Pro ect Coordination Project Meetings - Coordination 16 $ 120,00 $ 1,920.00 Utility Company Meetings Review UI€pt ma In 8 $ 120.00 960.00 Lindsa 8 $ 135.00 $ 1,080.00 Base Mapping Coordinate Survey 4 120.00 480.00 Compile and Assemble Base Material 8 $ 120.00 A 960.00 Site visits 16 120.00 $ 1,920.00 Lindsay 8 $ 135.00 1.080.001 Construction Plans Cover Sheet 4 120.00 480.00 General Notes 4 120.00 480.00 Demo Sheets 8 120.00 $ 960.00 Site Plan 12 $ 120.00 1,440.00 Horizontal Control Plan 8 $ 120.00 960.00 Grading Plan 24 $ 120.00 2,880.001 Erosion Control Plan 8 $ 120.00 $ 960.00 Utility Plan 12 $ 120,00 1.440.001 Sanitary Sewer Plan & Profile 6 120,00 960.00 Lighting Plan 8 120,00 $ 960.00 Landscape Plan 16 120.00 1,920.00 Site Structures 24 120.00 2 880.00 Details 24 120.00 2880.00 Lindsa 16 135.00 2160.00 Technical Documents Final Drainage Memorandum 12 120.00 1,440.00 Stormwator Management Plan SWMP Report 24 $ 120.00 $ 2,880.00 Proect Manual 24 $ 120.00 $ 2,880.00 Lindsa 8 $ 135.00 $ 1 080.00 Finalquantities/cost estimate lQuantity Takeoff 8 $ 120.00 $ 960.00 0 inion of Cost Alternates 16 120.00 $ 1,920.00 11-Indsay a $ 135.00 A1,080.00 Biddtng Services Pre -Bid Meeting 4 S 120.00 $ 480.00 Response to QuestionstAddendum 8 120.00 960.00 Bid t7 enin /Evaluation 8 $ 120.00 $ 960.00 Recommendation Award Memo 4 $ 120.00 $ 480,00 Lindsay 20 $ 135.00 $ 2,700.00 Total Labor 388 $ 47,580.00 Consultants Amount Survey - Civil Arts $ 5470.00 _Design Concepts _$ 22,815.00 Geotoch - Cesare $ 4,600.00� Total Consultants 32 885.00 Labor Consultants (+5%) Reimbursables (+5%) Margin (+6%) Total $ 47 580.00 $ 34,529.25 $ 627.38 $ 37.62 $ 82,774.25 $ 4,440.00 $ 21,360.00 $ 3,960.00 Reimbursables (or Non) Amount Reproduction $ 500.00 Survey Supplies $ Postage/Shipping $ Mileage 97.50 Travel Meals/Entertainment Miscellaneous Total Reimbursables _ $ 597,50 ENGINURING E'191Nt}ING P303•t1B2.1131 ;: InfvrclwlarEs.u"s ;; '500KnsaiAVeniie,Suite,2[. F303.[8?.1,1+13 wwti..nvilafis.us lbngmont edW 1 •�111it!E:Yjf•JG F ' C-IV;I;LA T Ober'21 `2020 Ms;..Lindsey-Green,18 Email 'I Arden cc inc:us .c l 6do,CiwiI..GXoup; Granite Avenue; •UhU D Loveland, CO S0S38 Re Neijhbo"rs'JPWfit'•Pai^k-:Deli`n'•Ma Wn pearaindsey: x IVI Arts'is pleased to sttbmtt ,thd following p'>ropci'sat=for'<groviaing surveyiiig;sery ces n conjunction' rvA thereferenced project ?Please review this scope of -work and feel free to contact me regardtpg any' clanf ca'tion,or revisions hat yTequire QurproposW $,valid for 30`:days: SCOPE,Ok'WORXIFEE:SGHt 13UI.E Provide ,surveying servicds ,to "map th'e southerly •'l 1 acres of Neighbors Point Park', ,being °part's.rof Tracts C & ,4 hleighbors, Pazit.Filing No.. t_ ;Dur fees tfar providing these seriitces :are' itemized, below and include; the labor, materials, equipment; and o` they dtrect ,co'sts necessary fto ,complete .each Phase ,of the project ;as proposed. ,Invoices will �be-submitte'd monthly for'wfark completed and :'are due' within 30 days of date of �nvotce< CivilArts twill provide the follawtng serriices 7 DesigiiVapiSing:... ...................... ............ ,................. ::::.:.:.:::::...... ::::........:. $, %#;`885': .Prrovide'fiiiished;topographip mapping bf the southei7ypart:of_Neighbors . int Park; afan,appropriate scale sliowtitg contours at'1''intervalsTlie mapping area includes': the ?park area up ao ,the :near 'flowlines of "the curb & gutter ;.along ,Neighbors Parkway, the sheet; into the school, .and Silverleaf•Avenue and tip `to the lot `lanes, :along the `easterly: side of TrMct:C; Locate. and show, ;all; aopograpliy,.:all visible. improvements -,exc:ept iindividual' playground ;equipirient, trees and shrubs, all visible ;surface features of i tilittes ail. gas:wells-and facilitiesand,underground-w lityIiites as marked on theLground by a utility maikmg service ;(see :Item 2). Include 2 rmanholes. as: shown on.:projopt sketch. That part of -Tract =D (part of. school} shown on 4he project sketch as `the_ cloed arda will only tncl udude:the:hard :areas and swage. Mapping will'include.all visible mprovernents"and surface features sucti.as asphalt; cross ;pans, sidewalks, curb &•gutter; `fences; ;signs, posts,. medians, benches, trash. cans; etc ; visible surface features 4utilities including poles; overhead '.lines pedestals, Irafisfbrmefs, meters, water,valves, :fire hydrant's, n ter pits; curb ;stops; sewer manitoles, inlets and outlets, cleanouts; culverts, etc.; and uiidergiou -d utility Bites as detetnnned from ;surface features and :as marked 'on the,grouiid by a'litilify marking service 1Vlappiiig-will `identify pipe size and material if 'visible or'known, inverts; -and rim.elevations: QA Development Servlaes for tfte commUnifies of the Future 'Nei�hbqrs Point Pa'frk—.,Dgsib),Mwip-igk A". show suffi6i6itcontiolling kbtibfi!&mers, gubdiViii6ncomers,,or ,,]jot comers to.resolve the -position '' of �46 r'y. vqpp.ing will h'ls'q include lot hues; nglits.=of way jnp§,AAjacehiiracilines, and ea enenls,A1fasshown.On the. recorded plat tArg,Pbint Horizoirtal.8c vertical control Atutp. will h6 ba- s- p_dphi- F" Del iver.qcqoifiqd, tpdrf,ie,,'hO'rac9'R'Y:aS' T'e_qi"U-`fTP("li_ A%tid'aii ergoun Utilities.... a-ikigg4jiffa d ...................... f lftio.'�011 UtilityI., ti Mark" 'hd0kround iinidLocating; _will :throe .9, Services, RVIC -Abf)jT16NAIiL-SE'S E "' ' services, rf any, will be cons�dered.rextra work, and if.ai�thorized, vvili'be completed on a tame' and materials bass at our standard .'ratan. Our4grrpohouilvxaies, :q :,fQfjows; wih6ipais�,V�Yvf :$,rl;15 N6&s S!qp pit t"':` J`d .Pe-r-,114o,ur . ........................... .............. i,$ g4o"ySurvey-P Technician..... J ut :6- ero 'er ,C;iid ............ our- ;$117 Nf Hour ,Additi6jfii1'Fi6ldP0§6fihel ....... _60 enn ursa e, -,c-&i,plus 10% ............ 0 Pef,,1464f, If this" I is pfpp9p accqfibl-_ below ,ond rffeL., sighing p q_.�j:pjease, in-ic, reMm. a �,copy. 11 ,4pprec - i ethis-opportunity ,and please 7 -fdel frftlb dill . �hfdif, d have=any qii0iohS;., 'CivilArts TrankN, -Wevel,.PLS ,PKogidOt ACCEPTED: By: FofCo1oe4d&Civil7Gr'oiU_pM6. Title. -27� 6A iI1 R P., ,INC. Genterliulcn! L'rrglgeerc .4c Cciiislruellnrr hluferlelt Cprisriflul�n November 16, 2020 Lindsey Green, P.F. Colorado Civil Group, Inc. 2204 Hoffman Drive Loveland, CO 80538 Subject: Proposed Geotechnical Study Neighbor's Point Park Frederick, Colorado Proposal Agreement No. F201109 Dear Ms. Green: Cesare, Inc. (Cesare) is pleased to submit this proposal to Colorado Civil Group, Inc. (CCG) (Client) for a geotechnical study of the proposed Neighbor's Point Park site in Frederick, Colorado. Cesare understands that the proposed improvements will include numerous elements of which three are apparently considered geotechnically sensitive. These include: RQ An all weather soccer field/event area. The field will be covered with synthetic turf, which requires a relatively rigid supporting substrate. no A group of three picnic table shelters. The foundations for which require resistance to relatively light downward loads and wind related lateral and uplift forces. R -fl A series of hammocks and slacklines for which their supporting columns require resistance to light lateral loads. Little change in surface grades is expected, likely limited to about 2 to 3 feet of fill or cut. A cursory review of geologic conditions indicates that geohazards may consist of medium swell potential clays and/or claystone and shallow groundwater. Cesare proposes to: 1) Contact the Utility Notification Center of Colorado (811) to have publicly owned utilities identified and marked prior to performing any drilling or excavation on the property. The Client/Owner is responsible for having the locations of any private utilities or subterranean structures identified and clearly marked prior to Cesare initiating drilling or excavation services. 2) Drill three borings in the geotechnically sensitive locations described previously to depths of about 10 to 30 feet below the existing ground surface, or to practical auger refusal, whichever occurs first. This proposal is based on the site being accessible by a standard truck mounted, rubber tired drill rig, equipped with continuous flight, solid stem auger. In the event site access or difficult drilling requires use of a different rig or drilling equipment, additional costs will apply. 3) Perform penetration tests on the soil and/or bedrock encountered during drilling to identify them and their layering and obtain samples of them. Corporate Office: 7108 South Alton Way, Building B • Centennial, CO 80112 Locations: Centennial • Frederick a Silverthorne • Salida/Crested Butte Phone 303-220-0300 • www.cesareinc.com CESARE, INC. 4) Mote the presence of groundwater in the borings during drilling and check for groundwater presence and depth, if encountered, once within 10 days after drilling. S) Backfill the borings with cuttings/spoils obtained from the borings and/or other suitable material, as determined by Cesare, upon completion of the last groundwater level check. 6) Conduct laboratory testing to classify and characterize the soil and/or bedrock encountered. Testing may include grain size distribution, plasticity, natural moisture content and density, and soil corrosivity potential. 7) Analyze and evaluate the data obtained from field explorations and laboratory testing. 8) Present interim data verbally as the field and laboratory study progresses, if requested. 9) Summarize the field and laboratory data and present the results of Cesare's evaluation in an engineering report that will include: a) A vicinity plan showing the site's location relative to the surrounding area. b) A site plan showing the site, proposed construction, and locations of borings; c) Summary logs of the borings showing soil and/or bedrock encountered, locations and types of samples obtained, penetration tests results, and groundwater levels, if encountered; d) Laboratory test results in graphical and tabular form; e) Descriptions of existing site conditions and the proposed construction; f) Discussion of geologic hazards and geotechnical concerns, potential mitigation concepts, and recommendations; g) Discussion of foundation support alternatives and design criteria, recommended foundation system(s), including allowable bearing pressures, lateral load criteria, and construction recommendations; h) Synthetic turf support recommendations; i) Recommended compaction criteria for fill and backfill; and j) Surface drainage precautions. 10)Submit the geotechnical study report in electronic format (pdf) signed by a professional engineer registered in Colorado upon completion of these services. Printed copies will not be provided unless specifically requested prior to report preparation. Additional fees will apply if printed copies are requested. Cesare will perform the proposed services for a lump sum fee of $4,600. C ADDITIONAL SERVICES Consultation, engineering, observation, or testing services required or requested after submittal of Cesare's report, either draft or final, will be considered a change in scope. Cesare will revise the scope and fees provided herein accordingly and submit for written authorization prior to performing the revised scope. The proposed services will require driving a drilling rig over the ground surface. This may cause rutting or damage to the ground surface and existing vegetation. This proposal does not cover the • costs for repair of such damage, should it occur. If the Client/Owner requires and requests that such damage be repaired, Cesare will submit a separate proposal for the cost of conducting the requested repair. F201109 Neighbor's Point Park Proposal 11.16.20 CESARE, INC. • Samples collected and subjected to testing, if any, will be disposed of after testing is completed. Samples not subjected to testing, if any, will be disposed of thirty (30) days after submittal of the report for which the samples were collected. TERMS OF AGREEMENT Cesare shall perform its services proposed above, subject to these terms of agreement (Agreement), in a manner consistent with that level of care and skill ordinarily exercised by members of the same profession currently practicing under similar conditions in the location of the project. No warranty or guarantee, either expressed or implied, is made or intended in our proposals, contracts, or reports. The Client recognizes that subsurface conditions may vary from those encountered at the location where borings, surveys, or explorations are made by Cesare and that site and material conditions may vary. The data, tests, observations, interpretations, and recommendations made by Cesare are, therefore, based solely on the information available and obtained by Cesare. Cesare will be responsible for those data, interpretations, and recommendations as indicated above, but shall not be responsible for the interpretations by others of the information developed. Cesare is not responsible for knowledge of previous studies on the subject property unless they are made available to Cesare and their review made part of this Agreement. In performing services under this Agreement, Cesare shall be entitled to rely upon the accuracy and • completeness of reports, plans, specifications, and recommendations prepared by other consultants retained by the Client and Cesare shall not be held liable for any actions, allegations, claims, or damages resulting from errors or omissions as a result of such reliance. In the event the Client presents a claim against Cesare at law or otherwise, for any alleged error, omission, or other act arising out of the performance of our professional services; and the Client fails to prove such claim upon final adjudication, the Client shall pay all costs incurred by Cesare in defending itself against the claim, including but not limited to personnel -related costs, attorney's fees, court costs, and other claim -related expenses. INVOICES Invoices will be submitted monthly and on completion of services and are payable on receipt unless other arrangements have been made. Cesare reserves the right to apply an interest charge of f .5% per month to unpaid balances commencing thirty (30) days from the date of invoice and/or to cease service on any continuing project where invoices are more than sixty (60) days past due. Attorney's fees and other costs incurred in collecting delinquent amounts shall be paid by the Client. PROPOSALS Written technical proposals and engineering/consulting fee estimates are provided on request. Technical proposals and fee estimates are valid for sixty (60) days from the date of the proposal, after which they are subject to review by Cesare. A revised proposal and fee estimate may be submitted. F201109 Neighbor's Point Park Proposal 11.16.20 3 • RIGHT -OF -ENTRY CESARE, INC. Client will provide for right -of -entry of Cesare and all necessary equipment to complete the proposed services. While Cesare will take reasonable precautions to minimize damage to the project property, it is understood by Client that in the normal course of work, some damage may occur, and unless otherwise stated in Cesare's scope, the correction of which is not part of this Agreement. UTILITIES Cesare will contact 811 prior to conducting onsite studies, as described in the scope of services. Client is responsible for designating/marking the location of all other onsite utilities or subterranean structures not located by 811 prior to the commencement of Cesare's services. Client agrees to indemnify and hold Cesare and Cesare's subcontractors harmless for damage to any utilities or subterranean structures (irrigation lines, telephone wires, pipes, tanks, etc.) whose locations are not marked or are not clearly marked or are not marked accurately in the field prior to Cesare"s arrival onsite. If there are no private onsite utilities or subterranean structures in the locations where subsurface exploration is planned, Client shall provide Cesare a written declaration that the planned exploration areas are clear of private utilities or subterranean structures. JOBSITE SAFETY Neither the professional activities of Cesare, nor the presence of Cesare or its employees, and/or subconsultants at the project site, shall relieve the Owner or Owner's representatives of its obligations, duties, and responsibilities with any health and/or safety precautions required by any regulatory agencies. Cesare and its personnel have no authority to exercise any control over any other contractor, consultant, or their employees in connection with their work or any health and/or safety programs or procedures. The Client agrees that other contractors or consultants shall be solely responsible for jobsite safety, and warrants that this intent shall be carried out in the Client's contract with other contractors or consultants. OWNERSHIP OF DOCUMENTS Unless otherwise agreed in writing, all documents and information prepared by Cesare in connection with the performance of its services, including, but not limited to, Cesare's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data, and other similar documents (collectively " Documents'l are and shall remain the property of Cesare. Cesare has the right, in its sole discretion, to dispose of or retain the Documents. The Documents may be used by Client only in connection with completion of the subject project. Upon receipt of payment in full, Cesare grants to Client a nonexclusive license to use the Documents in constructing, maintaining, or renovating the subject project. Client agrees not to alter the Documents, use the Documents for any other project, or distribute the Documents to any third parry. To the maximum extent permitted by law, Client shall defend, indemnify, and hold Cesare harmless against all claims arising out of the unauthorized alteration, distribution, or reuse of Cesare's Documents. Client shall not assign and/or transfer, directly or indirectly, in whole or in part, the Documents to any third party without Cesare's prior review and written consent. F201109 Neighbor's Point Park Proposal 11.16.20 4 CESARE, INC. INDEMNIFICATION The Client expressly agrees to indemnify and save harmless Cesare, its officers, agents, employees, successors, and assigns against any suits, claims, demands, or actions, which are brought against Cesare, its officers, agents, employees, successors, and assigns for or as the result of any injuries or damages received or sustained by any person, firm, or corporation; or persons, firms, or corporations, resulting from the Client's negligent acts, errors, or omissions and those of their contractors, subcontractors, consultants, or anyone for whom the Client is legally liable, and arising from the project that is subject to this Agreement. Cesare is not obligated to indemnify the Client in any manner from the Client's own negligence. Cesare's services in connection with this Agreement shall in no way subject the Consultant's individual employees, officers, or directors to any personal legal exposure for any services associated with this project. MEDIATION In an effort to resolve any conflicts that arise from the services of this Agreement, the Client and Cesare agree that all disputes between them arising out of or relating to this Agreement shall first be submitted to non -binding mediation, unless the parties otherwise mutually agree in writing. INSURANCE Cesare has coverage under public liability, property damage, and professional liability insurance policies as Cesare deems to be adequate. Certificates for such policies of insurance shall be provided to Client upon written request. LIMITATION OF LIABILITY To the maximum extent permitted by law, the Client agrees to limit Cesare's total aggregate liability to Client and others for all injuries, claims, losses, damages, and expenses (including costs, expenses, attorney fees, and interest) arising out of Cesare's services to the sum of $50,000 or Cesare's fee for services rendered pursuant to this Agreement, whichever is less. This limitation shall apply, regardless of the nature of the claim made or the cause of action or legal theory pled or asserted. Further, in the event of a claim, Client agrees that as its sole and exclusive remedy, any claim, demand, or suit shall be brought against Cesare as a corporation only, and not against any of Cesare's individual employees, engineers, agents, officers, directors, or shareholders. IT4I4]37I-T34] Z01 "z 1-1 The parties agree that any claim or cause of action between them, including, but not limited to claims for contribution and indemnity, shall be deemed to have accrued, and the applicable statute of limitations and repose shall commence to run no later than the date of substantial completion of Cesare's services under this Agreement. Substantial completion shall be deemed to occur no later • than the date Cesare signs a lien release for payment, or if no lien release is required, when Cesare issues its final invoice for services that Cesare has completed under this Agreement. F201109 Neighbor's Point Park Proposal 11.16.20 • CESARE, INC. WAIVER OF CONSEQUENTIAL DAMAGES Client and Cesare waive claims against each other for consequential, incidental, indirect, special, exemplary, or punitive damages arising out of Cesare's services. This mutual waiver includes, but is not limited to, claims for loss of use, product, rent, income, profit, financing, business, and reputation; for delay damages of any kind; for lost management and labor productivity; for lost opportunity to complete other projects; and for increased construction and financing costs. This waiver extends, without limitation, to all consequential damages due to either party's termination under this Agreement. TERMINATION Either party may terminate this Agreement for convenience and without cause upon giving the other party not less than seven (7) calendar days' written notice. In the event of such termination, the Client shall, within fifteen (15) calendar days, pay Cesare for all services rendered and all reimbursable costs incurred by Cesare up to the date of termination, in accordance with the payment provisions of this Agreement. Either party may terminate this Agreement for cause upon giving the other party not less than seven (7) calendar days' written notice for any of the following reasons: • Substantial failure by the other party to perform in accordance with the terms of this Agreement, including Client's failure to pay Cesare's invoices; • Assignment of this Agreement or transfer of the project by either party to any other entity without the prior written consent of the other party; • Suspension of the project or Cesare's services by the Client for more than ninety (90) calendar days, consecutive, or in the aggregate; • Material changes in the conditions under which this Agreement was entered into, the scope of services or the nature of the project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. In the event of termination that is not the fault of Cesare, the Client shall pay Cesare, in addition to payment for services rendered and reimbursable costs incurred, for all expenses reasonably incurred by Cesare in connection with the orderly termination of this Agreement, including but not limited to demobilization, reassignment of personnel, associated overhead costs, and all other expenses directly resulting from the termination. F--T3_-JM 0 I L 14 i;111 9;1'13� •71.1;��.� ��� Neither party may assign and/or transfer, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party. THIRD PARTY BENEFICIARIES Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or Cesare. Cesare's professional services under this • Agreement are being performed solely for the Client's benefit, and no other entity shall have any claim against Cesare because of this Agreement or the performance or nonperformance of services hereunder. F201109 Neighbor's Polnt Park Proposal 11.16.20 6 CUARE, INC, • NON -SOLICITATION OF EMPLOYEES Parties to this Agreement shall not either directly or indirectly solicit or hire the other parry's employees during the term of this Agreement. HAZARDOUS MATERIALS The term "hazardous materials" means any toxic substances, chemicals, radioactivity, pollutants, or other materials, in whatever form or state, known or suspected to impair the environment or human health in any way whatsoever, including but not limited to those substances defined, designated, or listed in any federal, state, or local law, regulation, or ordinance concerning hazardous wastes, toxic substances, or pollution. Client agrees to notify Cesare about any known or suspected environmental conditions or hazardous materials that could impact the proposed scope of services. Cesare agrees to notify the Client if Cesare encounters any known or suspected hazardous materials. Should any known or suspected hazardous materials be discovered in the course of the performance of the services under this Agreement, such discovery shall constitute a changed condition. Cesare's scope of services and fee schedule will require amendment prior to proceeding or the Agreement may be terminated. Should the discovery of any known or suspected hazardous material require Cesare to take immediate measures to protect health and safety, Client agrees to compensate Cesare for all costs incidental to taking such measures and for any equipment or replacement required. Client agrees to make any • disclosure required by law to appropriate governmental agencies. Furthermore, Client agrees to defend, indemnify, and hold Cesare harmless from any and all liability arising from discovery by anyone of any known or suspected hazardous materials. 0 SEVERABILITY Any provision of this Agreement later held to be unenforceable, void, or voidable, in litigation proceedings, shall be stricken and all remaining provisions shall continue in full force and effect. APPLICABLE LAW The law of the State of Colorado shall govern the validity of this Agreement, including its interpretation and performance. ENTIRE AGREEMENT This document shall be the entire Agreement and shall supersede any other Agreement between Client and Cesare relating to the subject matter thereof. In case of a conflict or inconsistency between this Agreement and any other contract documents, this Agreement shall control. Notwithstanding any other provision in this Agreement, in the event Cesare begins performance of the activities addressed by this Agreement, this Agreement shall be deemed to be in effect and enforceable, regardless of whether either party has signed this Agreement. P201109 Neighbor's Point Park Proposal 11,16.20 7 CESA _�RE, IN.C.• - P166s6 sign :aid -return Proposal Agreement hIs,ofice.'ByAxingyour signature to !th! s Trbppsal Agreeft-lent, y6u,aftest that you have lawful authority �represent act -on behalf �of.the .torepres an "Client enR:y.jhah -'Pof6r -p dering Cesarplor these services, 0 Sincerely, .'CESAREjjNC,.- X. Craig iaug n, P, E, :'Senior . -P I' �7 nd an Oireaor -,of bu'siness;Devei6pment )AC2/10srn' Aftkh' n'-t:;,Sc"h `CF66s .1 1-- � . . p., �qje.q . -- ty Agr6e�d tdihlis 17- "— 0& 0 Ve '20 --AQ) . r zcz, Printed name - — Title Wreserit it Legal property descr,[Ption - Invoicing trail addeog§ yet_-, Dle 41d VC�L4 vo� (t-cj F201109 Neighbor's "Point Park Proposal b.Al r 0 EMMIM SARE, , Iwc. Ceb(malkal hstgiucers, �@'Conkliildhori rifaMrTa1141110, SCHEDULE OF FEES (1) SeniorPrincipal................................................................................. $190/hour Principal........................................................................................... $170/hour Senior Consultant.............................................................................. $155/hour Senior Project Engineer or Senior Project Geologist ............................. $135/hour Senior Project Manager...................................................................... $135/hour Project Engineer or Project Geologist .................................................. $120/hour Project Manager................................................................................ $120/hour Staff Engineer or Staff Geologist........................................................ $105/hour Special Inspector................................................................................. $85/hour Field Engineer.................................................................................... $80/hour Master Technician............................................................................... $80/hour Engineering Technician........................................................................$68/hour Technical Support...............................................................................$55/hour Computerized Drafting.........................................................................$80/hour Drone Services.................................................................. Quoted upon request MIT-SCAN2 (Dowel and Tie Bar) Scanning ......................... Quoted upon request Foundation Construction Observations (Excavation/Open Hole, Footing, Reinforcing Steel, Perimeter Drain, Void, Dampproofing, Waterproofing) .................. Quoted upon request Concrete Maturity Data Loggers...........................................................$70/each Coring Operations............................................................................... $95/hour Expenses and Outside Services.....................................................At cost +13% Mileage...........................................................................At current Federal rate Equipment Rental.............................................................. Quoted upon request Overtime Premium (2)....................................................................... 1.35 x rate Cesare Holiday Rate (3)....................................................................... 2.0 x rate Night Shift Premium (6 PM to 6 AM) ........................................... Rate + $5/hour (1) Payment Is due within thirty (30) days of our invoice date. Cesare reserves the right to apply an interest charge of 1.5% per month to unpaid balances commencing thirty (30) days fi-om the date of invoice and/or to cease service on any project where invoices are more than sixty (60) days past due and/or to not issue final documents for projects where invoices are more than sixty (60) days past due. (a} Overtime Premium applies to hours exceeding 8 hours per day or 40 hours per week charged to a single • project, and any hours worked on weekends. (31 Cesare holidays are New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. The above fees are for 2020. Yearly fee increases are typically 3% to 5%; usually determined at year end, 2020 Cesare, Inc. Schedule of Fees 01.21.20 Effective January 1, 2020 Corporate Office: 7108 South Alton Way, Building B • Centennial, CO 80112 Locations: Centennial s Frederick • Silverthorne • Salida/Crested Butte Phone 303-220-0300 9 www.cesareinc.com .DESIGN CONCEPTS Cominunity + Landscape Architects November 22, 2020 David Lindsay Colorado Civil Group, Inc. 2204 Hoffman Drive Loveland, Co. 80538 970.278.0029 Re: Neighbors Pointe Construction Documents Dear Dave, Thank you for giving us this opportunity to provide Landscape Architectural Services for Neighbors Point Park located in Firestone, Colorado. Design Concepts has completed a few projects for the Town of Firestone, and we are familiar with Town staff along with their landscape/irrigation expectations. Our understanding and project scope includes providing construction document services for this project. We will provide a new irrigation design for this park, basic site grading review, landscape review and provide the specifications for all site furnishings such as shade shelters, benches, picnic tables, exercise stations, native seed mix and planting. As an alternative, we will prepare the design and detail for the synthetic turf play field, putting green and the mountain range interpretive signage per the Final Conceptual Plan dated August 21, 2020. Fees to prepare a complete and thorough planting plan, irrigation pump design (if determined through investigation) and to perform construction observation services are not included in this proposal but can be provided as needed. All electronic site base information (ACAD) and geotechnical report will be provided by Colorado Civil Group, Inc. We would like to offer the following proposal for our services; Basic Services Phase !: Construction Documents Based upon your input and the Final Conceptual Plan, we will prepare Construction Documents per the scope of work listed above. The only submittal for this project will be a Bid Set submittal and one review meeting with Town staff to approve selected site furnishings. We will provide the following services: • Conduct a site visit to view current irrigation conditions • Investigate irrigation requirements • Prepare an irrigation plan with details • Select and prepare technical specifications of site furnishings and plantings Prepare one alternative design, details and specifications for the synthetic turf field, putting green and park interpretive signage Page ! of 2 211, ,North Public Road, Suite 260 1 Lafayette, CO 96626 1 303.664,5301 1 r+iww.dcla.net • • Attend 2 virtual review meetings to coordinate with the design team during design progress • Attend 1 review meeting with Town staff • Answer contractor's questions per addenda Additional Services Services not included in Basic Services listed above, but which may become necessary in the course of the project will be billed as Additional Services on an hourly basis as is in accordance with the attached Schedule of Fees. Such items include additional design meetings, Town submittals, plan changes after bidding, design changes or additional design during construction, testing, and inspection. You will be notified if additional services are required and an estimate will be provided prior to beginning work. Reimbursable Expenses Reimbursable items include delivery, printing, and reproduction to be used outside our office and will be billed as part of the lump sum fee for Basic Services. Fee Proposal Basic Services Phase I — Construction Documents $ 22,740.00 Reimbursables 75.00 Total $ 22,815.00 Billing Invoicing will be monthly on a percentage -complete basis following the lump sum fee outline above. Payments are due and payable within 30 days from date of invoice. Insurance Design Concepts currently carries and will maintain Professional Liability Insurance with a $2,000,000 limit per claim/$2,000,000 aggregate; General Liability Insurance with a $2,000,000 general limit, Auto Liability Insurance with a combined single limit of $1,000,000 and Workers' Compensation Insurance with a $1,000,000 limit each for accident and disease. Certificates will be provided upon request. Again, thank you for this opportunity to be a part of your team. We look forward to working with you. Please contact me if you would like to further discuss any of our proposed services and fees or need further clarification. Very Truly Yours, .40 V . Shanen Weber, PLA, ASLA Principal shanen@dcla.net Cell- 720.273.3882 Page 2of2 DESIGN CONCEPTS January, 2020 The following schedule of fees is used by Design Concepts for billing purposes. These fees are In effect for all services rendered unless other terms have been negotiated. Landscape Architecture + Design Fees Principal Landscape Architect $185.00/hour Senior Project Manager $130.00/hour Project Manager $115.00/hour Designer/Graphic Designer $105.00/hour Administrative Staff $80.00/hour Intern $55.00/hour *Transportation Expenses Mileage $0.58/miie Reimbursement. Costs Postage, Shipping, Couriers at cost Prints, Reproductions, Scanning at cost Direct Expenses at cost Outside Consultants Any consultants required to perform the work are charged at cost plus a 10% administrative fee. Terms Payment for services rendered Is billed monthly on the fifth day or at the terminatlon of the project Payment is due within 15 days of billing date. Any portion of a bill Ing not paid within 30 days of the billing date shall be considered delinquent and shall bear a delinquency charge of one and a half percent (1.5%) per month (annual percentage rate 18%) on the unpaid balance. Rates subject to change without notice. 0 RESOLUTION NO.20-I24 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A CHANGE ORDER TO THE CONSTRUCTION AGREEMENT WITH FRANSEN PITTMAN CONSTRUCTION CO., FOR THE CONSTRUCTION OF TOWN HALL PROJECT WHEREAS, by Resolution No. 20-92 the Town of Firestone ("Town") entered into a Construction Services Agreement with Fransen Pittman Construction Co, for the Town Hall Construction Project ("Project"); and WHEREAS, it is now necessary that Fransen Pittman Construction Co, perform additional construction work for the court and Board room Dais to accommodate pandemic circumstances; and WHEREAS, in accordance with the parties Agreement performance of the additional work requires that the Board of Trustees approve a Change Order. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO- Change Order of the Town Hall Construction Services Agreement between the Town of • Firestone and Fransen Pittman Construction Co, is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Change Order on behalf of the Town. �'� INTRODUCED, READ AND ADOPTED thisray of DeC9Mb2020. fr'�� T�1V�1V SEAL �Q J o .o S•s ti.y 0 TOWN OF FIRESTONE, COLORADO ,abbbi Si elar, Mayor rransen Pittman Geeieml Contractors Firestone Police Department - Courtroom FRANSEN Estimate PITTMAN . EXPECT PRECISION 121412020 8:03 AM ESTIMATE DATE: 12104/20 BUILDING AREA IN SO FT: 898 DRAWINGS PREPARED BY: Halcyon Design L DRAWINGS ARE DATED: 1211/2020 2 ➢emolition & Sitework 13,900 $15.48 9.5% 3 Concrete 0- $D.00 0.0% l 4 Masonry 0 $0.00 0.0% 5 Metals 0 $0.00 0.0%1, a 6 Carpentry 68,248 176.00 46.8% i 7 Moisture Protection 0 $0.00 0.0% 8 Doors, Windows & Glass 0 $0.00 0.0% 9 Finishes 14,600 $16.26 10.01/1 10 Specialties 0 $0.00 0.0% 11 Equipment 0 $0.00 0.D°h� 12 Furnishings 0 $0.00 0.0% 13 Special Construction I 0 $0.00 D.o°hl 14 Conveying Systems 0 $0.00 0.0% 15 Mechanical 0 $0.00 0.01/61 16 Electrical 20,792 $23.15 14.3% DIRECT COST 133,087 $148.20 91.31/ State & Local Tax 0.00% 0 $0.00 0.0% Use Tax EXCLUDED 0 $0.00 0.0% Permit & Plan Review Fee EXCLUDED 0 $0.00 0.0%] • Overhead & Profit 5.0% 6,664 $7.41 4.6% Construction Contingency 3.55% 5,000 $5.57 r 3.41/61 Performance & Payment Bonds Ls 1,n65 $1.19 0.7% TOTAL_ COST $145,806 $162.37 100A% • Paxc ]