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PSA EV Charger Design Professional AV on Service Agreement Electric Vehicle Charging Station Design COLORADO THIS PROFESSIONAL SERVICES AGREEMENT(`Agreement)dated as ofJANUARY25,2022 is entered into by and between ARCHITECTURAL ENGINEERING CONSULTANTS,INC, a Colorado CORPORATION whose business address is PO BOX 8489,AVON,COIORADO(`Contractor')and the Town ofAvon,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 perfomi the services descnbed in this Agreement and within the deadlines provided by the Agreement;and WHEREAS,the Town desires to engage the Contractor to provide the services descnbed in this Agreement subject to the terms and conditions ofthe Agreement. NOW,THEREFORE,in consideration ofthe benefits and obligations ofthis Agreement,the Parties mutually agree as follows: 1.0 SERVICES AND CONTRACTOR PERFORMANCE 1.1 Services and Work Product. As directed by and under the supervision of the Town Manager for the Town ofAvon,the Contractor shall provide the Town with the services descnbed 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 descnbed 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: local, state,or federal income or other tax contributions;insurance contributions (e.g.,FICA);workers' EV Chargers Design_AEC Page 1 of 15 compensation;disability, injury,or health;professional liability insurance,errors and omissions insurance; or retirement account contributions. 1.4 Standard ofPerformance. In performing the Services,the Contractor shall use that degree ofcare, 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 perfomiance ofthe 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 ofaction(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 team 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 ofthis 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 ofpersonnel 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 ofnot 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 relate 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. 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.RS. In the EV Chargers Design_AEC Page 2 of 15 event ofthe filing of a lawsuit to compel such disclosure,the Town shall inform the Contract and will tender all such material to the court for judicial determination ofthe 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. 2.0 COIVPENSATION 2.1 Commencement of and Compensation for Services. Following execution ofthis 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 CONPENSATION and its Sub-Sections. A Time and Mmterials Contract —Not to Exceed Amount. The Contractor shall perform the Services and shall invoice the Town for work performed based on the rates and/or compensation methodology described in Exhibit A Total compensation (including all reimbursable expenses) shall not exceed$FIVE THOUSAND NINE HUNDRED Dollars ($5,900.00). B. Reimbursable Expenses. The following shall be considered `reimbursable expenses"for purposes of this Agreement and may be billed to the Town without administrative markup 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 Mleage (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 1Vleals (only with prior written approval of the Town as to dates and maximum amount permitted) C. Non-reimbursable Costs, Charges, Fees, or Other Expenses. Any fee, cost, charge, fee, 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. D. 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 shallnotbe 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 infommation to account for all Contractor time (or other appropriate EV Chargers Design_AEC Page 3 of 15 measure(s) of worm 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 ofthe receipt of an invoice for any undisputed charges or,ifthe 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 pre paid, addressed to the Contractor. 3.0 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 ofthe 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. 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. 4.0 TERMAND TERIVINATION 4.1 Term. The provision of services under this Agreement shall commence on January 25,2022 and will terminate on DECEMBER 31,2022; provided,however,under no circumstances will the Tema exceed the end of the current Town Fiscal year (January 1 —December 31). 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 EV Chargers Design_AEC Page 4 of 15 twelve (12) consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension does 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 ofthe 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 ofthe Town's exercise ofthe 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 oftermination;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;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 ifthe 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 purpose of this Sub-Section 4.4, `1asonable time" shall be not less than five(5)business days. In the event ofa failure to timely cure a non-performance and upon the date of the resulting termination for non-performance,the Contractor prepare a final accounting and 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 ofthe 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. EV Chargers Design_AEC Page 5 of 15 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 oftime. 4.7 Delivery ofNotice of Termination. Any notice oftemmination permitted bythis Section 4.0"IE,RM AND TER ViNATION 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. 5.0 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 Contactor 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. B. Comprehensive General liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00)Wars each occurrence and of Two Million Dollars ($2,000,000.00)aggregate. The policy shall be applicable to all premises and all operations ofthe 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 `1 laims 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 ofnot less than of One Hundred Thousand Dollars ($100,000.00)each person and each accident and for property damage ofnot less than Fifty Thousand Dollars($50,000.00)each accident with respect to each ofthe 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 EV Chargers Design_AEC Page 6 of 15 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 Mllion 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 ofinsurance 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 ofinsurance shall be primary insurance,and any insurance carried bythe 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. 5.3 Failure to Obtain or Nluntain 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, term 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 ofRequired Insurance and any endorsement of such policy. The Town may,at EV Chargers Design_AEC Page 7 of 15 its election,withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 6.0 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 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 ofthe Work Product produced under this Agreement foranypurpose 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 maybe,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, 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 Product and property, including copies thereof on whatever media rendered,upon the first to occur of A the Town's written request;or B. completion ofthe 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. 7.0 CONFLICT OF INTEREST The Contractor shall refrain from providing services to other persons, frets, 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 ofbenefit to any Town official or employee that would place the official or employee in a position ofviolating the public trust as provided by C.RS. §24-18-109,as amended, the Avon Town Code of Ethics, as amended or the Town's ethical principles. EV Chargers Design_AEC Page 8 of 15 8.0 REIVEDIES 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 ofthis Agreement. Substantial failure to perform the duties and obligations ofthis 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 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 ifperfommed would be ofno value to the Town;and/or 8.4 Terminate this Agreement in accordance with this Agreement. The foregoing remedies are cumulative and the Town,it its sole discretion,may exercise any or all of the remedies individually or simultaneously. 9.0 MSCELLANEOUS 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 maybe 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 ofthe 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 ofpay or other forams of compensation;and selection for training,including apprenticeship. 9.4 Binding Effect. The Parties agree that this Agreement, by its tern, shall be binding upon the successors, heirs, legal representatives, and assigns; provided that this Section 9.4 shall not authorize assignment. EV Chargers Design_AEC Page 9 of 15 9.5 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 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. 9.6 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 ofthe 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 Hiles,regulations,and resolutions of the Town, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 9.7 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 Wile 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 ofthis Agreement shall govern. 9.8 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 ofthe Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 9.9 Assignment and Release. All orpart ofthe 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 ofthe Town Council No assignment shall release the Applicant from performance of any duty,obligation,orresponsibilityunless such release is clearly expressed in such written document of assignment. 9.10 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 9.11 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. EV Chargers Design_AEC Page 10 of 15 9.12 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. 9.13 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. 9.14 Employment of or Contracts with Workers without authorization. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work This paragraph shall not apply to any services falling under the exceptions provided for in C.RS. 8-17.5- 101(b)(I)-(V). Contractor shall not knowingly employ or contract with an worker without authorization to perform work under this Agreement. Contractor shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any workers without authorization. By entering into this Agreement, Contractor certifies as of the date of this Agreement it does not knowingly employ or contract with an worker without authorization who will perform work under the public contract for services and that the Contractor will participate in the e-verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. The Contractor is prohibited from using either the e-verify program or the department programprocedures to undertake pre-employment screening ofjob applicants while this Agreement is being performed.ifthe Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an worker without authorization, the Contractor shall be required to notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an worker without authorization. The Contractor shall terminate the subcontract ifthe subcontractor does not stop employing or contracting with the worker without authorization within three (3)days of receiving the notice regarding Contractor's actual knowledge. The Contractor shall not terminate the subcontract it during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an worker without authorization.The Contractor is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If the Contractor violates this provision, the Town may terminate this Agreement, and the Contractor may be liable for actual and/or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. 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 ofthe 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 ofthis 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 ofthe 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) EV Chargers Design_AEC Page 11 of 15 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.RS. § 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 Nhilproperly 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: Eric Heil,Town Nhnager Attention: Town of Avon 100 Mkaela Way P.O. Box 975 Avon, Colorado 81620 eheil@avon.org With Copy to: Town Attorney 100 Mkaaela Way P.O.Box 975 Avon,Colorado 81620 townattomey@avon.org JUST1NHILDRETH,PE 100 Mkaaela Way P.O.Box 975 Avon,Colorado 81620 JHILDRETH@AVON.ORG EV Chargers Design_AEC Page 12 of 15 10.0 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] EV Chargers Design_AEC Page 13 of 15 THIS AGREEMENT is executed and made effective as provided above. TOWN OF AVON,COLORADO Justin Hildred,PE Digitally signed by Justin hildreth °nEn hoer DN:cn=Justin hildreth,o=Town of A Avon,ou, AVOn email=JHildreth@avon.org,c=US Date:2022.01.28 14:01:19-07'00' By: JUS TIN I IILDRETH TOWN ENGINEER CONTRACTOR By Name: Stanton Humphries Position: President EV Chargers Design_AEC Page 14 of 15 EXHIBIT A Project/Services Name: AVON EV CHARGING FT F.GTRTCALPLANNING ELECTRICAL ENGINEERING SERVICES PROPOSAL DATED January 25,2022 2021 PSA WITH AEC FOR EV CHARGERS Page 15 of 15 aec Architectural Engineering Consultants, Inc. Mechanical, Electrical, & Lighting Design Services An Office with LEEDTM Accredited Professionals Mr. Justin Hildreth January 25, 2022 Town of Avon Public Works jhildreth@avon.org Reference: Avon EV Charging Electrical Planning Electrical Engineering Services Proposal Dear Justin, Thank you for your consideration. Please review the scope and fee described and confirm everything is correct. Please return this proposal signed for us to start work. Project Description: This is power planning for new Electric Vehicle Charging as follows, 1. At Lake Street Old Fire Station (6) chargers total. 2. Town Hall, add 4 new chargers, 2 existing to remain. 3. Swift Gulch Modular, add 2 new chargers. Scope of work: A. Electrical Design Work 1. Plan power to new chargers. Note on plans, "chargers supplied by TOA, installed by electrical contractor". Show power on site plan, use google maps for site plans. 2. Plan the electrical distribution. If needed provide electrical one line if adding new power panels. If using existing panels, provide updated panel schedule only. Complete load, short circuit and voltage drop calculations. Provide panel schedules and one-line diagram. B. Construction Administration Services Construction administration services will be completed hourly as required. We normally recommend the following for a project of this scope: 1. Shop drawing review. 2. Respond to contractor questions and assist in clarification of construction documents. 40801 US Hwy 6 & 24, Suite 214,Eagle-Vail, CO 81620 Post Office Box 8489,Avon, CO 81620 phone: 970-748-8520 email: stan(&,aec-vail.com web: www.aec-vail.com Avon EV Charging Electrical Planning Page 2 of 3 January 25, 2022 Meetings & Drawing Issuances Planned: 1. During the design phase we will have one meeting or site visit planned at this time. The time for travel to and from the meetings are included in our fees. Mileage for travel outside of the Avon/Vail area will be billed as a reimbursable expense. 2. We will plan for (1) Progress and (1) Construction Drawing issuance. 3. If additional meetings, drawing issuances, or site visits are requested, our time will be charged hourly. 4. The electrical systems listed above shall be presented in AutoCAD 2020 format with performance specifications included on the drawings. These documents shall be stamped and signed with a licensed State of Colorado professional engineer's seal. Exclusions: The General Scope of Design Services described in this proposal excludes the design of the following systems (these systems are either not requested or not required for this project, or the design is to be accomplished by others): • Mechanical and plumbing design • Fire alarm and sprinkler system • Lightning Protection planning upon request • Wiring schematics for mechanical controls • Civil engineering —site drainage, cistern design, etc. • Acoustical engineering • Sound and security systems • Energy management system • Documentation of cost reduction proposals by contractors • Detailed construction cost estimates Avon EV Charging Electrical Planning Page 3 of 3 January 25, 2022 Compensation: Our fee for the design scope of work described will be a fixed fee of $5,900.00. Construction administration services will be billed at our standard hourly rates. Hourly Rate Schedule: Position Hourly Rate Principals $ 190.00 Senior Project Engineer $ 175.00 Project Engineer $ 155.00 Designer $ 130.00 Stanton O. Humphries, PE Contract Form: This proposal can be converted to a contract with an authorized signature and by including by reference the TOA standard contract: This agreement constitutes the full and entire agreement with the understanding that we are to perform our services to the standard of care of those in our profession providing equivalent services in this area. ACCEPTED: Authorized Signature Date Print Name Company DATE(MM/DD/YYYY) ACCORD® CERTIFICATE OF LIABILITY INSURANCE 6/18/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Allison Barga AssuredPartners of Washington, LLC PHONE FAX 19660 10th Ave NE (A/C,No,Ext): 360-626-2007 (A/C,No):360-626-2007 Poulsbo WA 98370 ADDARESS: allison.barga@assuredpartners.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:CNA-WESTERN SURETY GROUP 3972 INSURED ARCHENG-05 INSURER B: Hartford Casualty Insurance Company 29424 Architectural Engineering Consultants Inc.40801 US Hwy 6&24, Suite 214 INSURER C: HARTFORD INSURANCE COMPANY 38288 Avon CO 81620 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:949136870 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE I A DDL S WUBR POLICY EFF POLICY EXP NSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY 52SBATY3816 5/27/2021 5/27/2022 EACH OCCURRENCE $2,000,000 DAMAGE RETED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X ' LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY 52SBATY3816 5/27/2021 5/27/2022 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION 52WECAG3ODZ 5/27/2021 5/27/2022 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $100,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 A Professional Liability AEH114069292 6/21/2021 6/21/2022 Per Claim $2,000,000 Claims Made Aggregate $4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Old Municipal Building CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Town of Avon _ Avon CO 81620 AUTHORIZED REPRESENTATIVE &4Z7/J ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD