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PSA Irrigation Technologies
Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 1 of 18 2026 Professional Service Agreement For Benchmark Reservoir Conservation Project Irrigation Technologies THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) dated as of April 27, 2026, is entered into by and between Irrigation Technologies, a Corporation of the State of Colorado, whose business address is 10395 W. Ottawa Ave, Littleton, Colorado 80127, (“Contractor”) and the Town of Avon, Colorado, a home rule municipality of the State of Colorado (“Town” and, together with the Contractor, “Parties”). RECITALS AND REPRESENTATIONS WHEREAS, the Town desires to have performed certain professional services as described in this Agreement; and WHEREAS, the Contractor represents that the Contractor has the skill, ability, and expertise to perform the services described in this Agreement and within the deadlines provided by the Agreement; and WHEREAS, the Town desires to engage the Contractor to provide the services described in this Agreement subject to the terms and conditions of the Agreement. NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, the Parties mutually agree as follows: 1.SERVICES AND CONTRACTOR PERFORMANCE 1.1. Services and Work Product. As directed by and under the supervision of the Town Manager for the Town of Avon, the Contractor shall provide the Town with the services described in Exhibit A, attached hereto and incorporated herein (“Services”). For purposes of this Agreement, “Work Product” shall consist of deliverables and/or product to be created, provided, or otherwise tendered to the Town as described in the Services. 1.2. Changes to Services. At any time, the Town may request a change or changes in the Services. Any changes that are mutually agreed upon between the Town and the Contractor shall be made in writing and upon execution by both Parties shall become an amendment to the Services described in this Agreement. To be effective, any written change must be signed by the Contractor and by the Avon Town Council (“Town Council”). 1.3. Independent Contractor. The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee, or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub- consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 2 of 18 local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers’ compensation; disability, injury, or health; professional liability insurance, errors, and omissions insurance; or retirement account contributions. 1.4. Standard of Performance. In performing the Services, the Contractor shall use that degree of care, skill, and professionalism ordinarily exercised under similar circumstances by members of the same profession practicing in the State of Colorado. Contractor represents to the Town that the Contractor is, and its employees performing such Services are, properly licensed and/or registered within the State of Colorado for the performance of the Services (if licensure and/or registration is required by applicable law) and that the Contractor and employees possess the skills, knowledge, and abilities to competently, timely, and professionally perform the Services in accordance with this Agreement. 1.5. Patent Indemnification. Contractor shall indemnify, defend and hold Town harmless from any and all claims, demands, and causes of action (including reasonable attorneys’ fees and costs of suit) for actual or asserted infringement or actual or asserted appropriation or use by Town of trade secrets, proprietary information, know-how, copyright rights, or patented inventions included in any design or specification furnished by Contractor or arising from the use or sale of materials, equipment, methods, processes, designs, and information, furnished by Contractor in connection with the Services. Contractor shall include the foregoing indemnification provision as a term of each agreement utilized by it in the performance of its work which shall extend expressly from the vendor or subcontractor to Town. 1.6. Safety. When and to the extent that Contractor or any of its employees, agents, or subcontractors are working under the terms of this Agreement, Contractor will comply, and cause all its employees, agents, and subcontractors to comply, with applicable safety rules and security requirements. 1.7. Qualified Personnel. Contractor will make available all qualified Contractors, drafters, technical and clerical personnel necessary to fulfill its obligations under this Agreement. Prior to commencement of work, Contractor will provide Town with the names of all Contractor personnel and their then current hourly rates, if applicable, whose services are to be employed in performance of the Services. Removal or re- assignment of personnel by Contractor will only be done with prior written approval of Town. 1.8. Removal of Personnel by Town. Town may, in its discretion, require Contractor to dismiss from performance of the Services any personnel of Contractor or any subcontractor for any reason, effective upon written notice from Town of such dismissal. Town will not be required to pay salary, or any other costs associated with dismissed personnel effective upon Contractor’s receipt of notice to dismiss from Town. 1.9. Representations and Warranties. Contractor represents and warrants that the Services will be performed in a manner consistent with other reasonable professionals providing similar services under similar circumstances. Contractor will complete the Services in accordance with the Agreement and applicable United States laws, regulations, ordinances, and codes in existence at the time the Agreement is executed. 1.10. Maintenance of and Access to Records. Contractor will maintain detailed records of all matters relating to the Services during the term of the Agreement and for a period after its cancellation or termination of not less than five (5) years. Town will have the right to copy and audit during regular business hours all records of any kind which in any way related to the Services, whether created before, during, or after the termination of this Agreement. Access to such records will be provided to Town at no cost. Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 3 of 18 1.11. Colorado Open Records Act. The parties understand that all material provided or produced under this Agreement may be subject to the Colorado Open Records Act, § 24-72-201, et seq., C.R.S. In the event of the filing of a lawsuit to compel such disclosure, the Town shall inform the Contractor and will tender all such material to the court for judicial determination of the issue of disclosure and the Contractor agrees to intervene in such lawsuit to protect and assert its claims of privilege and against disclosure of such material or waive the same 1.12. Disclosure of Adverse Information. Contractor will promptly disclose to Town any and all information which Contractor may learn, or which may have a material adverse impact on the Services or the Work Product or Town’s ability to utilize the Work Product in the manner and for the purpose for which the Work Product is intended. 2. COMPENSATION 2.1. Commencement of and Compensation for Services. Following execution of this Agreement by the Town, the Contractor shall be authorized to commence performance of the Services as described in Exhibit A subject to the requirements and limitations on compensation as provided by this Section 2.0 COMPENSATION and its Sub-Sections. A. For Lump sum Task Orders. The CONTRACTOR shall perform Services as a Task Order described in Exhibit B and shall invoice the TOWN for work performed based on percent complete the specific task. B. For Time and Materials Task Orders. The CONTRACTOR shall perform the Services and shall invoice the TOWN for work performed based on the rates described in Exhibit C. C. Reimbursable Expenses. The following shall be considered “Reimbursable Expenses” for purposes of this Agreement and may be billed to the Town without administrative mark-up but which must be accounted for by the Contractor and proof of payment shall be provided by the Contractor with the Contractor’s monthly invoices: • Vehicle Mileage (billed at not more than the prevailing per-mile charge permitted by the Internal Revenue Service as a deductible business expense) • Printing and Photocopying Related to the Services • Charges incidental to securing needed information (e.g., charges imposed to obtain recorded documents) • Postage and Delivery Services • Lodging and Meals (only with prior written approval of the Town as to dates and maximum amount permitted) D. Non-reimbursable Costs, Charges, Fees, or Other Expenses. Any fee, cost, charge, penalty, or expense incurred by the Contractor not otherwise specifically authorized by this Agreement shall be deemed a non-reimbursable cost and shall be borne by the Contractor and shall not be billed or invoiced to the Town and shall not be paid by the Town. Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 4 of 18 E. Increases in Compensation or Reimbursable Expenses. Any increases or modification of compensation or Reimbursable Expenses shall be subject to the approval of the Town and shall be made only by written amendment of this Agreement executed by both Parties. 2.2. Payment Processing. The Contractor shall submit invoices and requests for payment in a form acceptable to the Town. Invoices shall not be submitted more often than once each month unless otherwise approved by this Agreement or in writing by the Town. Unless otherwise directed or accepted by the Town, all invoices shall contain sufficient information to account for all Contractor time (or other appropriate measure(s) of work effort) and all authorized Reimbursable Expenses for the Services during the stated period of the invoice. Following receipt of a Contractor’s invoice, the Town shall promptly review the Contractor’s invoice. 2.3. Town Dispute of Invoice or Invoiced Item(s). The Town may dispute any Contractor time, Reimbursable Expense, and/or compensation requested by the Contractor described in any invoice and may request additional information from the Contractor substantiating any and all compensation sought by the Contractor before accepting the invoice. When additional information is requested by the Town, the Town shall advise the Contractor in writing, identifying the specific item(s) that are in dispute and giving specific reasons for any request for information. The Town shall pay the Contractor within forty-five (45) days of the receipt of an invoice for any undisputed charges or, if the Town disputes an item or invoice and additional information is requested, within thirty (30) days of acceptance of the item or invoice by the Town following receipt of the information requested and resolution of the dispute. To the extent possible, undisputed charges within the same invoice as disputed charges shall be timely paid in accordance with this Agreement. Payment by the Town shall be deemed made and completed upon hand delivery to the Contractor or designee of the Contractor or upon deposit of such payment or notice in the U.S. Mail, postage prepaid, addressed to the Contractor. 3. CONTRACTOR’S GENERAL RESPONSIBILITIES 3.1. The Contractor shall become fully acquainted with the available information related to the Services. The Contractor is obligated to affirmatively request from the Town such information that the Contractor, based on the Contractor’s professional experience, should reasonably expect is available and which would be relevant to the performance of the Services. 3.2. The Contractor shall perform the Services in accordance with this Agreement and shall promptly inform the Town concerning ambiguities and uncertainties related to the Contractor’s performance that are not addressed by the Agreement. 3.3. The Contractor shall provide all the Services in a timely and professional manner. 3.4. The Contractor shall promptly comply with any written Town request from the Town or any of the Town’s duly authorized representatives to reasonably access and review any books, documents, papers, and records of the Contractor that are pertinent to the Contractor’s performance under this Agreement for the purpose of the Town performing an audit, examination, or other review of the Services. 3.5. The Contractor shall comply with all applicable federal, state, and local laws, ordinances, regulations, and resolutions. Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 5 of 18 3.6. The Contractor shall be responsible at the Contractor’s expense for obtaining, and maintaining in a valid and effective status, all licenses and permits necessary to perform the Services unless specifically stated otherwise in this Agreement. 4. TERM AND TERMINATION 4.1. Term. The provision of services under this Agreement shall commence on May 1, 2026 (the “Effective Date”) and will terminate twelve consecutive calendar months later (cumulatively, the “Term”). The Contractor understands and agrees that the Town has no obligation to extend this Agreement’s Term or contract for the provision of any future services, and makes no warranties or representations otherwise. Notwithstanding the foregoing; the Parties may mutually agree in writing to the monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension do not alter or amend any of the terms or provisions of this Agreement. 4.2. Continuing Services Required. The Contractor shall perform the Services in accordance with this Agreement commencing on the Effective Date until such Services are terminated or suspended in accordance with this Agreement. The Contractor shall not temporarily delay, postpone, or suspend the performance of the Services without the written consent of the Town Council. 4.3. Town Unilateral Termination. This Agreement may be terminated by the Town for any or no reason upon written notice delivered to the Contractor at least ten (10) days prior to termination. In the event of the Town’s exercise of the right of unilateral termination as provided by this paragraph: A. Unless otherwise provided in any notice of termination, the Contractor shall provide no further services in connection with this Agreement after receipt of a notice of termination; and B. All finished or unfinished documents, data, studies, and reports prepared by the Contractor pursuant to this Agreement shall be delivered by the Contractor to the Town and shall become the property of the Town, subject to the ownership restrictions in Section 6.0 of this Agreement; and C. The Contractor shall submit to the Town a final accounting and final invoice of charges for all outstanding and unpaid Services and Reimbursable Expenses performed prior to the Contractor’s receipt of notice of termination and for any services authorized to be performed by the notice of termination as provided by Sub-Section 4.3(A) above. Such final accounting and final invoice shall be delivered to the Town within thirty (30) days of the date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the Town. 4.4. Termination for Non-Performance. Should a party to this Agreement fail to materially perform in accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the performing party if the performing party first provides written notice to the non-performing party which notice shall specify the non-performance, provide both a demand to cure the non-performance and reasonable time to cure the non-performance and state a date upon which the Agreement shall be terminated if there is a failure to timely cure the non-performance. For purposes of this Sub-Section 4.4, “reasonable time” shall be not less than five (5) business days. In the event of a failure to timely cure a non-performance and upon the date of the resulting termination for non-performance, the Contractor shall prepare a final accounting and Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 6 of 18 final invoice of charges for all performed but unpaid Services and authorized Reimbursable Expenses. Such final accounting and final invoice shall be delivered to the Town within fifteen (15) days of the date of termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall be submitted to or accepted by the Town. Provided that notice of non-performance is provided in accordance with this Sub-Section 4.4, nothing in this Sub-Section 4.4 shall prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-performance by a Party. 4.5. Unilateral Suspension of Services. The Town may suspend the Contractor’s performance of the Services at the Town's discretion and for any reason by delivery of written notice of suspension to the Contractor which notice shall state a specific date of suspension. Upon receipt of such notice of suspension, the Contractor shall immediately cease performance of the Services on the date of suspension except: (1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area from damage due to weather or to complete a specific report or study); (2) for the submission of an invoice for Services performed prior to the date of suspension in accordance with this Agreement or (3) as required by law. 4.6. Reinstatement of Services Following Town’s Unilateral Suspension. The Town may at its discretion direct the Contractor to continue performance of the Services following suspension. If such direction by the Town is made within thirty (30) days of the date of suspension, the Contractor shall recommence performance of the Services in accordance with this Agreement. If such direction to recommence suspended Services is made more than thirty-one (31) days following the date of suspension, the Contractor may elect to: (1) provide written notice to the Town that such suspension is considered a unilateral termination of this Agreement pursuant to Sub-Section 4.3; or (2) recommence performance in accordance with this Agreement; or (3) if suspension exceeded sixty (60) consecutive days, request from the Town an equitable adjustment in compensation or a reasonable re-start fee and, if such request is rejected by the Town, to provide written notice to the Town that such suspension and rejection of additional compensation is considered a unilateral termination of this Agreement pursuant to Sub-Section 4.3. Nothing in this Agreement shall preclude the Parties from executing a written amendment or agreement to suspend the Services upon terms and conditions mutually acceptable to the Parties for any period of time. 4.7. Delivery of Notice of Termination. Any notice of termination permitted by this Section 4.0 TERM AND TERMINATION and its subsections shall be addressed to the persons identified in Section 9.17 herein and at the addresses provided therein or such other address as either party may notify the other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. 5. INSURANCE 5.1. Insurance Generally. The Contractor shall obtain and shall continuously maintain during the Term of this Agreement insurance of the kind and in the minimum amounts specified in this Sub-Section 5.1. The Required Insurance shall be procured and maintained with insurers with an A- or better rating as determined by Best’s Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. The Contractor shall secure and maintain the following (“Required Insurance”): A. Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance, if any, shall be endorsed to include the Town as a Certificate Holder. Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 7 of 18 B. Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) Dollars for each occurrence and of Two Million Dollars ($2,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. 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, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as additional insured parties. C. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury of not less than of One Hundred Thousand Dollars ($100,000.00) each person and each accident and for property damage of not less than Fifty Thousand Dollars ($50,000.00) each accident with respect to each of the Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of the Services. The policy shall contain a severability of interests provision. Such insurance coverage must extend to all levels of subcontractors. Such coverage must include all automotive equipment used in the performance of the Agreement, both on the work site and off the work site, and such coverage shall include non-ownership and hired cars coverage. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as additional insured parties. D. Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of One Million Dollars ($1,000,000.00) per claim and annual aggregate. Such policy of insurance shall be obtained and maintained for one (1) year following completion of all Services under this Agreement. Such policy of insurance shall be endorsed to include the Town as a Certificate Holder. 5.2. Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 5.0 INSURANCE and its subsections, insurance shall conform to all of the following: A. For Required Insurance and any other insurance carried by Contractor (“Contractor Insurance”), all policies of insurance 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 Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town-obtained insurance policy or coverage. B. For both Required Insurance and Contractor Insurance, the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 8 of 18 5.3. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously maintain policies of insurance in accordance with this Section 5.0 INSURANCE and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town 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 Contractor to the Town immediately upon demand by the Town, or at the Town’s sole discretion, the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 5.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 5.0 INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the “Project Name” as identified on the first page of this Agreement. The Town may request, and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 6. OWNERSHIP OF DOCUMENTS 6.1. Work Product is Property of Town. Upon complete payment for services rendered, the Work Product, as defined in Sub-Section 1.1, shall be deemed work made for hire and made in the course of Services performed under this Agreement and will be the exclusive property of the Town. Town will have unlimited right to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work Product at all, as it sees fit. Any reuse of the Work Product produced under this Agreement for any purpose not directly related to this Agreement will be at the sole risk of Town. 6.2. Obligations of Contractor’s Personnel and Subcontractors. Contractor warrants it has enforceable written agreements with all of its personnel and subcontractors to be involved in performing the Services that: A. assign to Contractor ownership of all patents, copyrights, and other proprietary rights created in the course of their employment or engagement; and B. obligate such personnel or subcontractors, as the case may be, upon terms and conditions no less restrictive than are contained in this Section 6.0 OWNERSHIP OF DOCUMENTS, not to use or disclose any proprietary rights or information learned or acquired during the course of such employment or engagement including, without limitation, any Work Product, all Contractor property and any other information pursuant to this Section 6.0 OWNERSHIP OF DOCUMENTS. 6.3. Assignment of Proprietary Rights. To the extent that any title to any Work Product may not, by operation of law, vest in Town, or such Work Product may not be considered to be work made for hire, Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 9 of 18 Contractor hereby irrevocably transfers and assigns to Town in perpetuity all worldwide right, title and interest in and to the patent rights, copyrights, trade secrets, and other proprietary rights in and ownership of, the Work Product. 6.4. Town Furnished Information. Title to all materials and all documentation furnished by the Town to Contractor will remain in the Town. Contractor will deliver to the Town any all Work Products and property, including copies thereof on whatever media rendered, upon the first to occur of: A. the Town’s written request; or B. completion of the Services under this Agreement; or C. termination of this Agreement. 6.5. The Contractor waives any right to prevent its name from being used in connection with the Services. 6.6. Notwithstanding the foregoing, the Contractor shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, compiled or produced by the Contractor prior to or independently of any of its services under this Agreement (“Background IP”), including such Background IP that the Contractor may employ in the performance of this Agreement, or may incorporate into any part of the Work Product. The Contractor grants the Town an irrevocable, non-exclusive, transferable, royalty-free license in perpetuity to use, disclose, and derive from such Background IP, but only as an inseparable part of the Work Product. Third-party content that may be used or incorporated in the Work Product shall not become the property of the Town. The Contractor shall secure all licenses necessary to any third-party content incorporated into the Contractor’s Work Product for the Town to utilize the Contractor’s services and the Work Product for their intended purposes. 7. CONFLICT OF INTEREST The Contractor shall refrain from providing services to other persons, firms, or entities that would create a conflict of interest for the Contractor with regard to providing the Services pursuant to this Agreement. The Contractor shall not offer or provide anything of benefit to any Town official or employee that would place the official or employee in a position of violating the public trust as provided by C.R.S. §24-18-109, as amended, the Avon Town Code of Ethics, as amended or the Town’s ethical principles. 8. REMEDIES In addition to any other remedies provided for in this Agreement, and without limiting its remedies available at law, the Town may exercise the following remedial actions if the Contractor substantially fails to perform the duties and obligations of this Agreement. Substantial failure to perform the duties and obligations of this Agreement shall mean a significant, insufficient, incorrect, or improper performance, activities, or inactions by the Contractor. The remedial actions include: 8.1. Suspend the Contractor’s performance pending necessary corrective action as specified by the Town without the Contractor’s entitlement to an adjustment in any charge, fee, rate, price, cost, or schedule; and/or Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 10 of 18 8.2. Withhold payment to the Contractor until the necessary services or corrections in performance are satisfactorily completed; and/or 8.3. Deny payment for those services which have not been satisfactorily performed, and which, due to circumstances caused by the Contractor, cannot be performed, or if performed would be of no value to the Town; and/or 8.4. Terminate this Agreement in accordance with this Agreement. The foregoing remedies are cumulative and the Town, in its sole discretion, may exercise any or all of the remedies individually or simultaneously. 9. MISCELLANEOUS PROVISIONS 9.1. No Waiver of Rights. A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town’s approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. 9.2. No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 9.3. Affirmative Action. Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex, 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. 9.4. Americans with Disabilities Act. Contractor understands and agrees that no individual with a disability shall, on the basis of the disability, be excluded from participation in this contract or from activities provided for under this contract. As a condition of accepting and executing this contract, the Contractor agrees to comply with the “General Prohibitions Against Discrimination,” 28 C.F.R. §35.130, and all other regulations promulgated under Title II of The Americans with Disabilities Act. 9.5. Binding Effect. The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns; provided that this Section 9.5 shall not authorize assignment. 9.6. No Third-Party Beneficiaries. Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 11 of 18 agent, sub-consultant, or sub-contractor of Contractor. Absolutely no third-party beneficiaries are intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 9.7. Article X, Section 20/TABOR. The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms 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, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Town, and other applicable laws. Upon the failure to appropriate such funds, this Agreement shall be terminated. 9.8. Governing Law, Venue, and Enforcement. This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado, and the parties consent and agree to the jurisdiction of such courts. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 9.9. Survival of Terms and Conditions. The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 9.10. Assignment and Release. All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by Contractor without the express written consent of the Town Council. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by resolution or motion of the Town Council. No assignment shall release the Applicant from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 9.11. Paragraph Captions. The captions of the paragraphs are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. 9.12. Integration and Amendment. This Agreement represents the entire and integrated agreement between the Town and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this must be in writing and be signed by both the Town and the Contractor. Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 12 of 18 9.13. Severability. Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. 9.14. Incorporation of Exhibits. Unless otherwise stated in this Agreement, exhibits, applications, or documents referenced in this Agreement shall be incorporated into this Agreement for all purposes. In the event of a conflict between any incorporated exhibit and this Agreement, the provisions of this Agreement shall govern and control. 9.15. Non-Liability of Town for Indirect or Consequential Damages or Lost Profits. Parties agree that the Town shall not be liable for indirect or consequential damages, including lost profits that result from the Town’s declaration that the Contractor is in default of the Agreement, so long as the Town acts in good faith. 9.16. Indemnity. To the fullest extent permitted by law, Contractor shall indemnify and defend the Town, its members, affiliates, officers, directors, partners, employees, and agents (collectively referred to as the “Town” for the purposes of this Section 9.16) from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorney’s fees (collectively referred to “Losses”), arising out of the performance of the Services, provided that (a) any such claim, damage, loss or expense is caused by any negligent act or omission of (i) Contractor, (ii) anyone directly or indirectly employed by Contractor or (iii) anyone for whose acts Contractor may be liable; and (b) such indemnification shall not apply to the extent that such Losses are caused by the negligence of the Town or other party indemnified hereunder. If Contractor is providing architectural, engineering, or surveying services; design; construction; alteration; repair; or maintenance of any building, structure, highway, bridge, viaduct, water, sewer, or gas distribution system, or other works dealing with construction, or any moving, demolition, or excavation connected with such construction, the extent of Contractor's obligation to indemnify and defend the Town is enforceable only to the extent and for an amount represented by the degree or percentage of negligence or fault attributable to the Contractor or the Contractor's agents, representatives, subcontractors, or suppliers. If the Contractor is a person or entity providing architectural, engineering, surveying, or other design services, then the extent of Contractor's obligation to indemnify and defend the Town may be determined only after the Contractor's liability or fault has been determined by adjudication, alternative dispute resolution, or otherwise resolved by mutual agreement between the Contractor and Town. The indemnification in this Section 9.16 shall be construed to comply with C.R.S. § 13-50.5-102(8) et. seq. 9.17. Notices. Unless otherwise specifically required by a provision of this Agreement any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth below or at such other address as has been previously furnished in writing, to the other Party. Such notice shall be deemed to have been given when deposited in the United States Mail and properly addressed to the intended recipient. Written notice may also be provided by electronic mail which shall be deemed delivered when receipt is acknowledged by reply of the recipient. If to the Town If to the Contractor Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 13 of 18 Eric Heil, Town Manager 100 Mikaela Way P.O. Box 975 Avon, Colorado 81620 eheil@avon.org Town Attorney Nina P. Williams Wilson Williams Fellman Dittman 100 Mikeala Way P.O. Box 975 Avon, Colorado 81620 townattorney@avon.org 100 Mikaela Way P.O. Box 975 Avon, Colorado 81620 Mjackson@avon.org 10. AUTHORITY The individuals executing this Agreement represent that they are expressly authorized to enter into this Agreement on behalf of Town of Avon and the Contractor and bind their respective entities. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK-SIGNATURE PAGE FOLLOWS] Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 14 of 18 THIS AGREEMENT is executed and made effective as provided above. Brian Keighin (May 4, 2026 07:39:50 MDT) Brian Keighin Eric Heil (May 4, 2026 08:38:10 MDT) Eric Heil Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 15 of 18 EXHIBIT A “Services” 10395 West Ottawa Ave Littleton, Colorado 80127 Phone: 720.240.6208 Fax 303.933.1918 www.IrrigationTechnologies.biz April 7, 2026 Mr. Mike Jackson, Public Works Director Town of Avon, Colorado Dear Mike, Thank you for the opportunity to provide an irrigation design proposal for the Harry A. Nottingham Park and Streetscape project. Irrigation Technologies is a full-service irrigation design firm. The company focus is irrigation design of large landscape and golf course irrigation systems. Formed in August of 2006, much of our work has been in Colorado and the Rocky Mountain Region. When you select Irrigation Technologies for the project, you will receive my full attention. I am the person who will be on site, answer the phone and develop the design. A brief background, I worked on golf courses as a teenager, completed a Bachelor of Science degree at Colorado State University, worked as an assistant superintendent for several years after college and transitioned into the world of irrigation design. I have real world irrigation installation experience, hold Certified Irrigation Designer (CID) and Certified Golf Course Irrigation Auditor (CGIA) credentials from the Irrigation Association (Irrigation.org). Past projects include parks as well as golf courses. A few of the past park projects include. 1.The Hudson Gardens and Events Center, 6115 S. Santa Fe Dr. Littleton, CO 80120 owned and operated by South Suburban Parks and Recreation. This 30-acre site is an oasis of nature paths, floral displays, and gardens open to the public. Hudson Gardens hosts numerous events throughout the year. The system designed in 2024 is all HDPE, has 170+ irrigation zones and over 2,300 sprinklers. As part of this project, Irrigation Technologies worked in conjunction with Rathert Designs to rehabilitate the irrigation pond and design a new well-wet and pre-fabricated pump station. 2.Addenbrooke Park, 600 South Kipling, Lakewood, CO 80226. This park is the jewel of the City of Lakewood. With more than 50 acres of sports fields, walking trails, fitness area, and equestrian arena it is busy from dawn to dusk. This site was designed and installed using all HDPE piping. 3.Mary Carter Greenway Trail, Littleton, CO. Owned and operated by South Suburban Parks and Recreation, this 8-mile multi-use trail parallels the South Platte River from Chatfield reservoir to Englewood City limits. Irrigation Technologies has provided irrigation design services broken into 2-mile sections over the past 4 years as funds have been budgeted for irrigation system replacement. Most of this irrigation system is drip irrigation to tree and shrub plantings. This site too was installed using HDPE. 10395 West Ottawa Avenue Littleton, Colorado 80127 Phone: 720.240.6208 Fax: 303.933.1918 www.IrrigationTechnologies.biz Moving over to golf projects, several have recently been completed in the Vail Valley. 4.Eagle Springs Golf Club, Wolcott, CO, Single Owner, Irrigation Technologies has worked with Eagle Springs in a variety of irrigation related projects dating back to 2010. The most recent project completed was the replacement of the entire golf course irrigation system. Completed Spring of 2024, HDPE pipe was used in conjunction with a Toro satellite control system. 5.Sonnenalp Golf Club, Edwards, CO, Single Owner, Irrigation Technologies completed a similar irrigation renovation matching closely with Eagle Springs. We have worked with Sonnenalp since 2013. A new HDPE irrigation system installation was completed in 2023. 6.Battlement Mesa Golf Club, Parachute, CO, Municipal Owner, a bit outside of the valley, this project is similar to Eagle Springs and Sonnenalp. A long-time client that I have worked with since 2008. A new HDPE piped irrigation system was installed in 2021. With a plan set due by the end of June 2026, design work needs to begin by the end of April. A tentative design schedule would follow this timeline. Notice to proceed by April 30,2026 Base map site visit week of May 4-8 Conceptual irrigation design complete week of May 25-29 Final design and technical specs delivered week of June 22-26 Please see the following proposal that details the process Irrigation Technologies will follow during the design process of your project. I am available to meet in person or video conference if you have any questions or would like additional information or project references. Best regards, Brian Keighin President Irrigation Technologies Cc: File Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 16 of 18 EXHIBIT B “Task Order” Page | 2 Irrigation Design Services Task 1. Familiarization Site Visit and Base Map Development The design process would begin with a site visit to become familiar with each of the landscape areas and boundaries needing irrigation design. Irrigation Technologies would visit each landscape location to collect field data that will be used for design development. Irrigation Technologies would request that any available Town of Avon Lidar and GIS data be supplied in a digital format prior to the visit. Irrigation Technologies may opt to fly the entire design site with UAV to collect current imagery of the site. Any collected drone data will be used in conjunction with the Lidar / GIS data to enhance the irrigation design documents. All drone operations will be conducted by persons holding a Part 107 Remote Pilot Certificate. After the site visit, Irrigation Technologies will assemble a base map that identifies irrigated boundaries for each area. A base map of the existing conditions to be used to develop the irrigation design plan set. o One (1) day site visit to review each of the irrigation design areas and existing pump station infrastructure. o Meet with Town of Avon staff that manage to fully understand any unique irrigation needs associated with the project and incorporate those features into the design. This task will be billed after the site visit has been completed. Picture 1. The green line work identifies the areas that will have irrigation design documents developed Page | 3 Task 2. Conceptual Landscape Irrigation Design and Review Meeting With the development of the base map complete, Irrigation Technologies will complete a conceptual landscape irrigation design. The plan would include the following. Sprinkler head locations, type, and quantity identified (spray, stream rotor, drip emitters) Sprinkler placement will be designed to minimize overthrow onto nontarget irrigation areas and hardscape features. Proposed mainline and lateral pipe routing Isolation, drain, air release valve placement Pipe and communication wire sleeving plan Initial pump station configuration noting flow and pressure Irrigation controller location, quantity, type, capacity Initial specification of an irrigation central control system All mainline and lateral piping will be specified as HDPE Installation details for each specific irrigation component assembly Initial equipment count One (1) site visit to present and review the conceptual design to the Town of Avon This task will be billed after the plan presentation site visit. Task 3. Detailed Design and Construction Cost Estimate Following the presentation and review of the conceptual plan, Irrigation Technologies will incorporate any edits noted during the Conceptual Design Review onto the Detailed Design Plan Set. The plan will include the following. Finalize lateral pipe routing and sizing Finalize hydraulic flow modeling Technical specifications that give the installing Contractor clear, concise material type, process, and procedure for the installation of the irrigation system Develop a bid form / tabulation sheet for bidding Contractors to use during the bid process Avon Professional Service Agreement Irrigation Technologies, April 26, 2026 Approved by Town Attorney as to form (2026) Page 17 of 18 EXHIBIT C “Rates” Page | 4 Schedule of Fees Task Fee Acceptance 1). Base Map Development Visit Includes (1) site visit for the base map development $9,600 2). Conceptual Landscape Irrigation Design Includes (1) site visit for design review $21,500 3). Detailed Design / Construction cost estimate $32,520 Design Total $63,620 Conditions of Agreement: Plan/Report set production are included in the proposed items. Plan/Report set shipping costs are included in the proposed items. Town of Avon will designate one representative who will provide any necessary approvals to Irrigation Technologies. Additional on-site meetings, additional to those noted, will be billed at the Principal consulting hourly rate identified below. Travel expenses (vehicle mileage) are included in the proposed items. Any additional travel to/from the site will be billed at $0.95 per mile (estimated roundtrip mileage is 215 miles, or $204.25/trip). Town of Avon will provide one staff member familiar with the irrigation system to assist Irrigation Technologies as needed. In the event the project becomes inactive for a period of more than 6 months, not due to seasonal weather, pricing for items that are not completed are subject to revised pricing. Invoices will be submitted by the 25th of each month with payment terms of net 30. 1.5% monthly accrual will be added to all invoices over 30 days from invoice date. This pricing in this proposal is good for sixty (60) days from the date of the proposal on page 1. The design will follow industry accepted irrigation standards for materials and practice. Professional engineering fees or required stamps/permits associated with any components of the design necessary to meet Town of Avon, Eagle County, State of Colorado, Army Corps of Engineers, or other Federal or State agency requirements are not included with this proposal. Any additional services not included in the above proposal will be billed at the following rates. Any additions will be proposed and accepted in writing prior to action. Standard Hourly Rates: Principal $215 per hour Project Manager $190 per hour Administrative Tasks $65 per hour 20260427 PSA-Irrigation Technologies Final Audit Report 2026-05-04 Created:2026-05-01 By:Mike Jackson (mjackson@avon.org) Status:Signed Transaction ID:CBJCHBCAABAA7bTU7E3UzmSOkoFHKK0cniGBzscKcMAW "20260427 PSA-Irrigation Technologies" History Document created by Mike Jackson (mjackson@avon.org) 2026-05-01 - 9:38:27 PM GMT Document emailed to brian@irrigationtechnologies.biz for signature 2026-05-01 - 9:47:56 PM GMT Email viewed by brian@irrigationtechnologies.biz 2026-05-04 - 1:39:10 PM GMT Signer brian@irrigationtechnologies.biz entered name at signing as Brian Keighin 2026-05-04 - 1:39:48 PM GMT Document e-signed by Brian Keighin (brian@irrigationtechnologies.biz) Signature Date: 2026-05-04 - 1:39:50 PM GMT - Time Source: server Document emailed to Eric Heil (eheil@avon.org) for signature 2026-05-04 - 1:39:52 PM GMT Email viewed by Eric Heil (eheil@avon.org) 2026-05-04 - 2:37:57 PM GMT Document e-signed by Eric Heil (eheil@avon.org) Signature Date: 2026-05-04 - 2:38:10 PM GMT - Time Source: server Agreement completed. 2026-05-04 - 2:38:10 PM GMT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 22292 22292 Littleton 11/05/2026 80127 N (385) 360-2916 04/27/2026 CO 5,000 UT $2,000,000 $1,000,000 OB4D407828 serviceteam@buckner.layrpartner.com N N Phillip Naples The Hanover Insurance Group OB4D407828 The Hanover Insurance Company 10395 W. Ottawa Ave. The Buckner Company 1 11/05/2026 B Town of Avon 2,000,000 Phillip Naples Each Claim AggregateProfessional Liability A 11/05/2026 100 Mikaela Way 4976 N 81620 LH4D416451 11/05/2025 11/05/2025 Suite 300 4,000,000 Irrigation Technologies, Inc. 6550 South Millrock Dr A 84121 Included 11/05/2025 300,000 Avon Salt Lake City CO