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04-27-2006 SHORT ELLIOT HENDERSON INC SERVICE AGREEMENT FOR OVERSIGHT OVER RIVERFRONT SUBDIV PUBLIC IMPROVEMENT PROJECTRIMMED SHORT ELLIOTT HENDRICKSON INC. MAy R 7 2006 Agreement for Professional Services Community Development This Agreement is effective as of May 10, 2006 between By entering into this Agreement, Owner agrees to utilize The Town of Avon (Owner) and Short Elliott Hendrickson the professional services of SEH and SEH agrees to provide Inc. (SEH®). This Agreement consists of the professional services described in this Agreement. Agreement for Professional Services, Exhibit A, Exhibit B the Owner's Responsibilities, Exhibit C for Hourly Payments, Whereas SEH uses a series of exhibits to describe the methods of payment for its services, this Agreement refers to those exhibits collectively as Exhibit C. Individual projects will be described in the Supplemental Letter Agreements with the appropriate exhibits cited. This Signature Page, the Agreement and Exhibits along with any Supplemental Letter Agreements represent the entire understanding between Owner and SEH with respect to the services to be provided by SEH and may only be modified in writing signed by both parties. In the event of any conflict between the documents listed above as part of this Agreement, the Agreement for Professional Services shall govern over all other documents with Exhibit B, Supplemental Letter Agreements, and Exhibit A following in order of precedence. Short Elliott Hendrickson Inc. Colorado Center Tower One, Suite 6000 2000 South Colorado lvd. Denver, CO 80 - 00 1 By: By: C o16i/ fil~• S gyn.. a'n~~ Title: The Town of Avon P.O. Box 975 Avon, CO 81620 By: Title: By: Title: Section I - Services of SEH A. General 1. SEH agrees to perform professional services as hereinafter stated and as set forth in Exhibit A and/or the Supplemental Letter Agreement. 2. SEH shall serve as the Owner's professional representative and provide all engineering, architectural, environmental and planning services to which this Agreement applies, and shall give consultation and professional advice to the Owner during the performance of its services, to the extent agreed upon and stated in Exhibit A and/or the Supplemental Letter Agreement. 3. If authorized by Owner, SEH shall furnish Resident Project Representative(s) with duties, responsibilities and limitations of authority as set forth in Exhibit D. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Services not Provided Owner acknowledges SEH will not direct, supervise or control the work of contractors or their subcontractors, nor shall SEH have authority over or responsibility for the contractors means, methods, or procedures of construction. SEH's services do not include review or evaluation of the Owner's, contractor's or subcontractor's safety measures, or job site safety. Section II - The Owner's Responsibility A. General Short Elliott Hendrickson Inc. Agreement - 1 Town of Avon (Form 07/20/04) Section III - Period of Services A. General 1. SEH's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the services to be provided. Unless specific periods of time or specific dates for providing services are specified in this Agreement, SEH's obligation to render services hereunder will be for a period which may reasonably be required for the completion of said services. 2. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided, and if such periods of time or dates are changed through no fault of SEH, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment. If Owner has requested changes in the scope, extent, or character of the Project or the services to be provided by SEH, the time of performance and compensation for SEH's services shall be adjusted equitably. 3. For purposes of this Agreement the term "day" means a calendar day of 24 hours. B. Agreement to Continue Unless sooner terminated as provided in Paragraph V.I. this Agreement shall remain in force: For a period which may reasonably be required to complete the services authorized by the Owner, including extra services and any required extension thereto. C. Suspension If Owner fails to give prompt written authorization to proceed with any phase of services after completion of the immediately preceding phase, or if SEH's services are delayed through no fault of SEH, SEH may, after giving seven days written notice to Owner, suspend services under this Agreement. If SEH's services are delayed or suspended in whole or in part by Owner, or if SEH's services are delayed by actions or inactions of others for more than 90 days through no fault of SEH, SEH shall be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect reasonable costs incurred by SEH in connection with, among other things, such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised. Section IV - Opinions of Cost A. Opinions of Probable Construction Cost If requested in Exhibit A, SEH may provide an opinion of Probable Construction Cost. SEH's opinions of Probable Construction Cost provided for herein are to be made on the basis of SEH's experience and qualifications and represent SEH's best judgement as a professional generally familiar with the industry. However, since SEH has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, SEH cannot and does not guarantee that proposals, bids or actual Construction Cost will not vary from opinions of Construction Cost prepared by SEH. If Owner wishes greater assurance as to probable Construction Cost, Owner shall employ an independent cost estimator as provided in Exhibit B. SEH assumes no responsibility for the accuracy of opinions of Probable Construction Costs. B. Designing to Construction Cost Limit If a construction cost limit for a project is established between Owner and SEH, such construction cost limit and a statement of SEH's rights and responsibilities with respect thereto will be specifically set forth in the Supplemental Letter Agreement related to that project. Section V - General Considerations A. Standards of Performance The standard of care for all professional engineering and related services performed or furnished by SEH under this Agreement will be the care and skill ordinarily used by members of SEH's profession practicing under similar circumstances at the same time and in the same locality. SEH makes no warranties, express or implied, under this Agreement or otherwise, in connection with SEH's services. SEH shall serve as Owner's prime professional and shall perform or furnish all professional engineering, architectural, environmental, planning and related services to which this Agreement applies. SEH may employ such Consultants as SEH deems necessary to assist in the performance or furnishing of the services. SEH shall not be required to employ any Consultant unacceptable to SEH. SEH shall not be required to sign any documents, no matter by whom requested, that would result in SEH having to certify, guarantee anort Liiiott Hendnckson Inc. Agreement - 2 Town of Avon (Form 07/20/04) or warrant the existence of conditions whose existence SEH cannot ascertain. Owner agrees not to make resolution of any dispute with SEH or payment of any amount due to SEH in any way contingent upon SEH's signing any such certification. 4. SEH neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the work in accordance with the Contract Documents. SEH shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or supplier, or of any of the Contractor's agents or employees or any other persons (except SEH's own employees) at the site or otherwise furnishing or performing any of the Contractor's work; or for any decision made on interpretations or clarifications of the Contract Documents given by Owner without consultation and advice of SEH. SEH will provide field surveys and topographic and utility mapping for design purposes only. Utility mapping will be based on information obtained from utility owners, and SEH makes no express or implied warranties, guarantees, representations or promises as to the accuracy of such information obtained from the Utilities or the lack of such information when not supplied, and shall not be responsible for any variance or deviation of the existing utility locations from those represented by the Utilities as part of SEH's utility mapping service. SEH shall not be responsible for any scheduling or coordination of utility work either prior to or during construction. C. Indemnification The General Conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (Document No. C-700, 2002 Edition) unless both parties mutually agree to use other General 3. Conditions. B. Authorized Project Representatives Contemporaneous with the execution of this Agreement, SEH and Owner shall designate specific individuals to act as SEH's and Owner's representatives with respect to the services to be performed or furnished by SEH and responsibilities of Owner under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. Notwithstanding the Scope of Services to be provided by SEH pursuant to this Agreement, it is understood and agreed that SEH is not a user, handler, generator, operator, treater, storer, transporter or disposer of hazardous or toxic substances, pollutants or contaminants as any of the foregoing items are defined by Federal, State and/or local law, rules or regulations, now existing or hereafter amended, and which may be found or identified on any Project which is undertaken by SEH. and defend SEH and SEH's offs rs, subconsultant(s), employees and agen from and against any and all claims, losses amages, liability and costs, including but t limited to costs of defense, arising out o or in any way connected with, the presence ischarge, release, or escape of hazardous r toxic substances, pollutants or contami nts of any kind, except that this clause sha not apply to such liability as may arise out SEH's sole negligence in the performance services under this Agreement arising fro or relating to hazardous or toxic substan s, pollutants, or contaminants spec cally identified by the Owner and uded within SEH's services to be provided To the fullest extent permitted by law, SEH shall indemnify and hold harmless Owner, Owner's officers, directors, partners and employees from and against any and all costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of SEH or SEH's officers, directors, partners, employees and SEH's Consultant in the performance and furnishing of SEH services under this Agreement. shall indemnify and hold harmless SEH, 's officers, directors, partners, emplo s, and SEH's Consultants from and aga any and all costs, losses and damages ( uding but not limited to all fees and c rges of engineers, architects, attorneys d other professionals, and all court or itration or other dispute resolution cost caused solely by the negligent acts or om tons of Owner or Owner's officers, directo , partners, employees and Owner's Co Rants with respect to this Agreement or Short Elliott Hendrickson Inc. Agreement - 3 Town of Avon (Form 07/20/04) D. Limitations on SEH's Liability 1. The Owner hereby agrees that SEH's total liability to the Owner for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to a Project or this Agreement from any cause or causes including, but not limited to, SEH's negligence, errors, omissions, strict liability, breach of Contract or breach of warranty shall not exceed the total available insurance proceeds paid on behalf of or to SEH by SEH's insurers in settlement or satisfaction of Owner's claims under the terms and conditions of SEH's insurance policies applicable thereto. 2. SEH's total liability to Owner and anyone claiming by, through or under Owner for any cost, loss or damages caused in part by the negligence of SEH and in part by the negligence of Owner or any other negligent entity or individual, shall not exceed the percentage share that SEH's negligence bears to the total negligence of Owner, SEH and all other negligent entities and individuals. E. Reuse of Documents All documents, including computer software, drawings, and specifications, prepared by SEH pursuant to this Agreement are instruments of service with respect to the Project. They are not intended or represented to be suitable for reuse by the Owner or others on extensions of the Project or on any other project. Any reuse without written consent or adaptation by SEH for the specific purpose intended will be at the Owner's sole risk and without liability or legal exposure to SEH; and the Owner shall defend, indemnify and hold harmless SEH from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting from reuse of SEH documents without written consent. 2. The Owner and SEH agree that any CADD files prepared by either party shall conform to the specifications of the systems and technology currently being utilized by SEH. The electronic files submitted by SEH to the Owner are submitted for an acceptance period of thirty (30) days. The Owner agrees it will perform any acceptance tests or procedures within 30 days. Any defects the Owner discovers during this period will be reported to SEH and will be corrected as part of the SEH scope of services. Correction of defects detected and reported after the acceptance period will be compensated for as Additional Services as described in Exhibit C. Under no circumstances shall transfer of the drawings and other instruments of service on electronic media for use by the Owner be deemed a sale by SEH and SEH makes no warranties, either expressed or implied, of merchantability and fitness for any particular purpose. 3. Copies of Documents that may be relied upon by Owner are limited to the printed copies (also known as hard copies) that are signed or sealed by SEH. Files in electronic media format of text, data, graphics or of other types that are furnished by SEH to Owner are only for convenience of Owner. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. 4. When transferring documents in electronic media format, SEH makes no representations as to long term compatibility, usability or readability of documents resulting from the use of software application packages, operating system or computer hardware differing from those used by SEH at the beginning of the Project. 5. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. 6. Any verification, reuse, or adaptation of the Documents for extensions of the Project or for any other project will entitle SEH to further compensation at rates to be agreed upon by Owner and SEH. F. Dispute Resolution during the design or construction of the Pr ct or following the completion of the Proje , the Owner and SEH agree that all dispute etween them arising out of or relating to thi greement shall be submitted to nonbind g mediation unless the parties mutually agr otherwise. 2. The Owner and SEH fort r agree to include a similar mediation prow ion in all agreements with independent co tractors and consultants retained for the roject and to require all independent co 91 actors and consultants also to include a si lar mediation provision in all agreement ith subcontractors, subconsultants, s/d r fabricators so retained, thereby por mediation as the primary method fo resolution between the parties to Short Elliott Hendrickson Inc. Agreement - 4 Town of Avon (Form 07/20/04) G. Assignment 1. Neither party to this Agreement shall transfer, sublet, assign any rights under or interests in this Agreement without the prior written consent of the other party. H. Insurance I. SEH shall secure and maintain such insurance as § deems necessary or appropriate to-AO protect SEH from claims under Workmen's Compensation, accidents or claims for bodily injury, death or property damage which may arise from the performance of SEH services I' under this Agreement. maintain general liability and other i nee as specified in the Contract D ments and to cause SEH and SEH' nsultants to be listed as additional i reds with respect to such liabilit nd other insurance purchased and 3. All policies of property insurance shall contain provisions to the effect that SEH's and SEH's Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. 4. At any time, Owner may request that SEH, at Owner's sole expense, provide additional insurance coverage, increased limits or revised deductibles that are more protective than those being provided. If so requested by Owner, with the concurrence of SEH, and if commercially available, SEH shall obtain and shall require SEH's Consultants to obtain such additional insurance coverage, different limits or revised deductibles for such periods of time as requested by Owner. Termination This Agreement is to be governed by the law of the state in which the Project is located. c\documents and settings\jbav.mst\my documents\-onc0601.00 avon cm\fmal agreement base\avon agree master5-15.doc This Agreement may be terminated by either party upon seven days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. In the event of termination SEH shall be compensated for services performed to termination date, including charges for expenses and equipment costs then due and all termination expenses. J. Controlling Law Short Elliott Hendrickson Inc. Agreement - 5 Town of Avon (Form 07/20/04) Exhibit A to Agreement for Professional Services Between Town of Avon (Owner) and Short Elliott Hendrickson Inc. (SEHI Dated May 10, 2006 SEH's Services The Owner intends to retain SEH to provide professional engineering, architectural, environmental and/or planning services as may be directed by the Owner, and the Owner and SEH deem it mutually advantageous to set forth the general details described herein. 1. PROJECT DESCRIPTION The Riverfront Subdivision will include various capital improvement phases this construction season. Included in the improvements are the following: Earthwork, which entails clearing, excavation and the placement of compacted fill. Road Construction, including the preparation of subgrade, placement of road base, placement of asphalt paving, installation of guard rail, installation of concrete sidewalks, roadway striping and signage. Drainage and debris flow mitigation, including the construction of retention ponds, storm sewers and outlet structures. Re-vegetation and Erosion Control, including control measures during construction, and re-seeding all portions of the projects disturbed by construction. Utilities, Including the construction of sanitary sewer and domestic waterlines. In addition to the Riverfront Subdivision the Town may request similar services with respect to the Town's capital improvement projects of a like nature. During the construction of these public improvements, Short Elliott and Hendrickson is pleased to offer the following construction management services: II. CONSTRUCTION MANAGEMENT TASKS A. Construction Management/Inspection Services Provide a Project Engineer with the following construction management and inspection support: 1. Construction Coordination: Attend the Contractors Weekly scheduling meetings where issues which are impacting progress, the cost to complete the work, and significant situations encountered related to the construction of the Project will be discussed. Meeting minutes will be reviewed to evaluate the impact of items discussed, decisions reached, direction given, and actions to be taken. 2. Review of Construction for Conformance with Plans and Specifications: Monitor the Contractor's construction activities with respect to the contract documents and relevant schedule submittals governing the performance of the work. Coordinate with the designer during construction with recommendations regarding revisions to the plans. 3. Processing of Shop/Working Drawings Submitted by the Contractor: Submittals, design drawings, shop drawings, materials, and test procedures received from the Contractor will be reviewed for conformance to the approved plans. Short Elliott Hendrickson Inc. Exhibit A Town of Avon (Form 07/20/04) 4. Daily Quality Control Inspection: Perform quality control inspections of construction activities to document construction activities performed and assess conformance with the contract documents. Inspection items will include those identified for the project. Time spent on the project will be from 2 to 8 hours per day based on work activities. In the case of part time inspection, we cannot be responsible for the quality of work that takes place while we are not on-site. 5. Quantity Control: Contractor' pay request will be reviewed for consistency with actual work completed, a synopsis of this review will be forwarded to the Town for its use. 6. Proiect Documentation: Daily diaries will be completed to document all problems and events that occur during the inspector's time on the project. Diaries will include details of work in progress, labor and equipment utilized, acceptability of materials used, problems encountered, and contacts with or directions issued to the contractor. 7. Materials Testing: All Quality control testing will be the responsibility of the Contractor and/or Developer. Test results received from the Contractors testing service will be reviewed by the inspector for conformance to specifications. B. Post Construction Support 1. Completion Inspection and Punch List: Conduct a final inspection with the Contractor upon substantial completion. The result of this inspection is the development of a punch list of remaining and/or outstanding work to be performed by the Contractor prior to final project acceptance. 2. As-Construction Drawings: Review for completeness full sized as-constructed drawings prepared by the Contractor. Final review of the drawings and assessment of completeness will be the responsibility of the Engineer of Record for the project. 3. Completion Inspection and Close-Out: Following the completion of all punch list items by the Contractor, conduct a final inspection with representatives from the Contractor, to confirm the completion of all work. After final inspection the Town will be informed that punch list items are completed. The designer of record is required to provide a letter to the Town stating the project was completed in reasonable conformance to plans and specification prior to the Town's decision to start the warranty period. III. DELIVERABLES Deliverables generated during the project will include the following and will be submitted throughout the duration of the project, or at specific dates commensurate with the deliverable: L Project correspondence generated and received during the project. 2. Correspondence concerning the review of material testing. 3. The Contractor will be responsible for submitting certifications to the inspector. These will be reviewed and forwarded to the Town of Avon for their records. 4. Construction management records generated, including minutes of meetings, project diary, inspection reports, and other documentation as prepared during the course of construction in accordance with The Town of Avon requirements. IV. ADDITIONAL SERVICES SEH can provide additional construction management services if the Town requests such. These additional services are not included in the present cost estimate, but may be added by amendment. These additional services include but are not limited to the following tasks: A. Review of Contractor's Traffic Control Plan During construction, monitor the Contractor's approved traffic control plan for implementation of traffic Short Elliott Hendrickson Inc. Exhibit A Town of Avon (Form 07/20/04) r-~ signing, barriers, and other traffic control measures. Relocations and adjustments to detours will be coordinated with the Contractor, Town of Avon, and other impacted agencies. B. Quantity Control Quantities of work elements constructed will be measured and recorded to support the preparation and processing of progress pay estimates to the Contractor. Quantities will be documented in an interim quantity book for tracking of quantities constructed as compared to the original design quantities on the project. Quantities of work will be agreed upon with the Contractor and then reflected in monthly progress payment requests. Assist the Town of Avon in resolving disputes in quantities with the Contractor prior to the preparation of the pay estimate. C. Contaminated Material Notification Monitor construction operations and notify the Town of Avon immediately should contaminated material be encountered or developed on the project. When such material is identified, procedures developed by the Contractor to mitigate the problem will be reviewed and a recommendation provided. DESIGN SUPPORT SERVICES Provide design support on an as-directed basis to the Town Engineer and the Town of Avon to provide the following: A. Responses to Contractor Respond to Contractor request for information, field clarifications, and value engineering proposals. B. Design and Documentation Provide new or revised design drawings or specifications as necessary and assist the Town of Avon in the preparation of documentation for contract amendments. C. Cost Estimates Cost estimates for all proposed changes. D. Emergency Field Inspections Designers can perform emergency field inspections on an as needed basis to respond to field conflicts or engineering clarifications. PROJECT MANAGEMENT A. Progress Reports Prepare monthly progress reports for the Town of Avon documenting project progress, conformance with Contractor's schedule, status of change orders, and potential/ongoing problems. B. Change Orders Prepare project change orders and minor contract revisions. C. Project Coordination Track project costs and coordinate project personnel including surveyors and material testers. D. Certified Payroll Review certified payroll documentation provided by the Contractor and conduct random interviews of Contractor employees to determine if the Contractor is in conformance with EEO policies. Short Elliott Hendrickson Inc. Exhibit A Town of Avon (Form 07/20/04) Exhibit B to Agreement for Professional Services Between Town of Avon (Owner) and Short Elliott Hendrickson Inc. (SEH Dated May 10, 2006 Owner's Responsibilities A. General The Owner's responsibilities related to the services to be provided by SEH are generally as listed in this Exhibit B. Modifications to these responsibilities shall be made through Supplemental Letter Agreements. The Owner shall: 1. Provide full information as to its requirements for the services to be provided by SEH and SEH shall be entitled to rely on the accuracy and completeness thereof. 2. Assist SEH by furnishing all available information pertinent to the services to be provided by SEH. All information available in electronic formats shall be provided in such formats suitable for use with current SEH systems and technology. 3. SEH to enter upon publicvate lands as required fo o perform its services under 4. Provide such legal, accounting, financial and insurance counseling and other special services as may be required for the Project. 5. Give prompt written notice to SEH whenever the Owner observes or otherwise becomes aware of any changes in the Project or any defect in the services being provided by SEH or makes or wishes to make changes in the Project. 6. Furnish television inspection of sewers, land surveys, soil borings, laboratory tests, material tests, soil tests and other special items pertinent to the Project and the services provided by SEH. 7. Be responsible for the accuracy of all data consisting of, but not limited to, computations, as-built drawings, electronic data bases and maps furnished by the Owner. The costs associated with correcting, creating or recreating any data that is provided by the Owner that contains inaccurate or unusable information or is found to omit information necessary for SEH to perform its services are the responsibility of the Owner. Short Elliott Hendrickson Inc. (Form 07/20/04) Exhibit B - 1 8. Promptly examine all studies, reports, sketches, opinions of construction costs, specifications, drawings, proposals and other documents presented by SEH and render the necessary decisions and instructions so SEH may continue in a timely manner to provide the services necessary for completion of the Project. 9. Pay all costs incidental to advertising for bids and acquiring regulatory or review agencies' permits and/or approvals. 10. Furnish or instruct SEH to provide, at the Owner's expense, additional services that become necessary to complete the work called for in this Agreement or to complete work added to the Project by the Owner or others and not related to the agreed responsibilities of SEH. 11. Furnish to SEH, prior to any performance of services by SEH, a copy of any design and construction standards and comprehensive plans which the Owner shall require SEH to follow or incorporate into its work. 12. Act promptly to review and approve or reject all proposed Change Orders and/or Supplemental Agreements. 13. Employ and pay the costs for an independent cost estimator as provided in Section IV.A. of the Agreement. 14. Bear all costs incidental to compliance with the requirements of this Exhibit B. 15. Notify SEH (prior to commencement of construction of a project) of any notice or certification that SEH will be requested to provide to Owner or third parties in connection with the project. Owner and SEH shall reach agreement on the terms of any such requested notice or certification, and Owner shall authorize such Additional Services as are necessary to enable SEH to provide the notices or certifications requested. 16. Require all Private Utilities with facilities in the Owner's Right of Way to: (a) Locate and mark said utilities upon request Town of Avon 1 `"l / (b) Relocate and/or protect said utilities as determined necessary to accommodate the proposed Work. (c) Submit a schedule of the necessary relocation/protection activities to the Owner for review. B. Assumption of Risks The Owner and SEH agree that the risks of the Project and the costs related to those risks remain with the Owner or with others and that SEH does not assume any risks that are not specifically called out in the Agreement. Short Elliott Hendrickson Inc. Exhibit B - 2 Town of Avon (Form 07/20/04) Exhibit C to Agreement for Professional Services Between Town of Avon (Owner) and Short Elliott Hendrickson Inc. (SEHI) Dated May 10,2006 Payments to SEH for Services and Expenses Using the Hourly Basis Option The Agreement for Professional Services is amended and supplemented to include the following agreement of the parties: A. Hourly Basis Option The Owner and SEH select the hourly basis for payment for services provided by SEH. SEH shall be compensated monthly. Monthly charges for services shall be based on SEH's current billing rates for applicable employees plus charges for expenses and equipment. Current billing rates shall be either Actual Billing Rates of Personnel Method as indicated in Cost worksheet. Actual Billable Rates of Personnel Method - Applicable billing rates of employees shall be based on the actual payroll rates of personnel times a multiplier plus the cost of expenses and equipment outlined in the attached Project Cost Worksheet. SEH will provide an estimate of the costs for services in this Agreement. It is agreed that after 90% of the estimated compensation has been earned and if it appears that completion of the services cannot be accomplished within the remaining 10% of the estimated compensation, SEH will notify the Owner and confer with representatives of the Owner to determine the basis for completing the work. amounts due SEH will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day. SEH may, after giving seven days written notice to Owner, suspend services under this Agreement until SEH has been paid in full all amounts due for services, expenses and other related charges. Payments will be credited first to interest and then to principal. Further, SEH reserves the right to retain products of service until all invoices are paid in full. SEH will not be liable for any claims of loss, delay, or damage by Owner for reason of withholding services or products of service until all invoices are paid in full. In the event of a disputed or contested invoice, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. Should taxes, fees or costs be imposed, they shall be in addition to SEH's estimated total compensation. C. Expenses Compensation to SEH based on the Rate Table Method is conditioned on completion of the work within the effective period of the rate table. Should the time required to complete the work be extended beyond this period, the rates in the Rate Table shall be appropriately adjusted. D B. Other Provisions Concerning Payments Invoices will be prepared in accordance with SEH's standard invoicing practices and will be submitted monthly to Owner by SEH, unless otherwise agreed. Invoices are due and payable within 30 days of receipt. If Owner fails to make any payment due SEH for services and expenses within 30 days after receipt of SEH's invoice therefor, the Short Elliott Hendrickson Inc. Exhibit C-1 - 1 (Form 12/13/04) The following items involve expenditures made by SEH employees or professional consultants on behalf of the Owner. Their costs are not included in the hourly charges made for services and shall be paid for as described in the attached Project Cost Worksheet. The Owner shall pay SEH monthly for expenses. Equipment Utilization The utilization of specialized equipment, including automation equipment, is recognized as benefiting the Owner. The Owner, therefore, agrees to pay the cost for the use of such specialized equipment on the project. SEH invoices to the Owner will contain detailed information regarding the use of specialized equipment on the project and charges will be based on the standard rates for the equipment published by SEH. The Owner shall pay SEH monthly for equipment utilization. Town of Avon PROJECT COST WOIU-' SHEET PROJECT NUMBER: Capital Improvement Projects - Construction Inspection LOCATION: Town of Avon Avon, Colorado FIRM NAME: Short Elliott Iiendricl kson Inc. (SEH Inc.), 2000 So. Colo rado Blvd, Suite 6000 CO 80222 NAME OF PREPrfRER: Harry Sabin, P.E. SCOPE OF WORK DAT E: April 20, 2006 TYPE OF PROPOSAL: Specific Rates of Pay CONTRACT TIME : October 31, 2006 1. DIRECT LABOR: DIRECT SALARY MULTIPLIER APPROVED ESTIMATED ESTIMATED EMPLOYEE NAME CLASSIFICATION $/HOUR FACTOR RATE $/I.1OUR WORK HOURS COST Sabin, Harry P.E. Project Engineer $46:07 2.95 $135.45 6 812.70 Bait, Joe Project Manager $46.90 2,95 $137.89 30 4,136.70 Plant, Thigh Project inspector $24.00 2.95 S70.56 874 61,669.44 Colby, Sandy Sr. Contract Specialist 42-68 2.95 $125.48 6 752.88 Total Labor $67,371.72 2. OTHER DIRECT COST RATES: ESTIMATED ESTIMATED ITEM UNIT RATE UNITS COST Mileage Per Mile 0.445 12,000 $5,340.00 $0.00 $0.00 Total Other Direct Costs 5,340.00 1 OUTSIDE SERVICES (Sub-consultants & Vendors): METHOD OF COMPEN- ES'TIMATFD FIRM' TYPE OF WORK SATION COST Total OutsideSet-vices 0.00 Total Contract Cost (Sum of [terns 1, 2 and 3) $72,711.72 I am a representa tive of Short Elliott Hendrickson Inc. (SEH Inc.), duly authorized to contractually bind the firm. My signature below constitutes formal agreement (without further signature) to a Task Order, which is issued by the State pursuant to. the terns of this Task Order Proposal, without substantive change. I also declare that to the best of my knowledge the wage rates and other factual unit costs supporting the compensation to be paid by the Department for the professional services on this document are accurate; complete and current at the time of contracting, and include no unallowable or duplicate costs. Short Elliott Hendrickson Inc. (SEH, Inc.) Colorado Center, Tower 1, Suite 6000 2000 South Colorado Blvd. Denver, Colorado 80222-7900 John W. Simmer, Principal Apri127,2006 Date l~'