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SGM GIS/GPS Services SGMINCO-01 SARAHT ,d►coRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/21/2022 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 Sarah Forsberg Tripp i Mountain West Insurance-Glenwood PHONE FAX 201 Centennial St 4th Floor (A/C,No,Ext): (303)590-9585 (A/C,No):(303)762-1733 Glenwood Springs,CO 81601 ADDRIESS:sarahf@mtnwst.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED INSURER B:Pinnacol Assurance 41190 Schmueser Gordon Meyer,Inc.dba SGM Inc. INSURER C: 118 West 6th Street,Suite 200 INSURER D: Glenwood Springs,CO 81601 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1 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 ADDL SUBR W POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD VD (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR 6809H736866 5/1/2021 5/1/2022 DMMGTOERa EoNccTuErDre nce) $ 1,000,000 x $14M Per Proj Agg Ca 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 PE LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) X ANY AUTO X BA7R216206 5/1/2021 5/1/2022 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY NON-OWNEDUUO PROPERTY accident) DAMAGE A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE CUP7525X138 5/1/2021 5/1/2022 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION y PER AND EMPLOYERS'LIABILITY X STATUTE X ERH Y/N 4182378 5/1/2021 5/1/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Prof Liability 107197700 12/31/2021 12/31/2022 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is named as additional insured with respect to general liability,if required by written contract.Certificate holder is named as additional insured with respect to auto liability,if required by written contract.General Liability and Automobile Liability coverages are primary&non-contributory if required by written contract.30 Day notice of cancellation for other than non-payment of premium applies to General Liability,Automobile Liability, Professional Liability and Workers Compensation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Avon THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 100 Mikaela Way PO Box 975 Avon,CO 81620 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM c GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any 4. injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or =y limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- z age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE— INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION •� EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY •ti E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE— INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS o PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" •N An Insured, of SECTION II —COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section II. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- Z ERED AUTOS LIABILITY COVERAGE: separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos" you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: v?' covered "auto". (i) You must arrange to defend the "in- o D. EMPLOYEES AS INSURED sured" against, and investigate or set- s tle any such claim or "suit" and keep c The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- zzm An Insured, of SECTION II —COVERED AUTOS tions. 4. t LIABILITY COVERAGE: sy (ii) Neither you nor any other involved Any "employee" of yours is an "insured" while us- "insured" will make any settlement Z ing a covered "auto" you don't own, hire or borrow without our consent. o in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED E. We may, at our discretion, participate LIMITS in defending the "insured" against, or o in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". �� of SECTION II — COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for c� ITY COVERAGE: sums that the "insured" legally must •� (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily ti eluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- ,� we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- Q.. graph C., Limits Of Insurance, of � 2. The following replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS 0 of SECTION II — COVERED AUTOS LIABIL- Z ITY COVERAGE: LIABILITY COVERAGE. 4. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for ,� "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- "t::: cause of time off from work. tion of such claims and your defense "tt of the "insured" against any such tt F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE— INDEMNITY BASIS "suit", but only up to and included within the limit described in Para- o The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of A graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS o same extent we would have been liable The following is added to Paragraph B.3., Exclu- o) had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE oo surance requirements. COVERAGE: L. (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or R, ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" c and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- 4. for compliance in any way with the laws hensive Coverage under this policy; o of other countries relating to insurance.Z. b. The airbags are not covered under any war- '� G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any � COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR ;� glass damage if the glass is repaired rather than LOSS o replaced. a, The following is added to Paragraph A.2.a., of o H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV— BUSINESS AUTO CONDITIONS: o USE— INCREASED LIMIT Your duty to give us or our authorized representa- Z The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- 4. graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III— PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner(if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- p I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES— INCREASED LIMIT (d) An executive officer, director or insurance 0 A The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a coy- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" pare) and other personal property which is: or"loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: O O" s ti s O w O O Q Page 4 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) z 0 • This endorsement modifies insurance provided under the following: o COMMERCIAL GENERAL LIABILITY COVERAGE PART 4. • 1. The following is added to SECTION II — WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your o Any person or organization that you agree in a work" and included in the "products- '� "written contract requiring insurance"to include as completed operations hazard" unless the ti an additional insured on this Coverage Part, but: "written contract requiring insurance" Z specifically requires you to provide such L. a. Only with respect to liability for"bodily injury", coverage for that additional insured, and then "property damage" or"personal injury"; and .� the insurance provided to the additional 4. b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or c� damage is caused by acts or omissions of "property damage" that occurs before the end .ti you or your subcontractor in the performance of the period of time for which the "written ti of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the vwith premises owned by or rented to you. policy period, whichever is earlier. ti o The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of a additional insured: SECTION IV — COMMERCIAL GENERAL o c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured o d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance, whether primary, excess, contingent or N• on any other basis, that is available to the .- organization has assumed liability in a w additional insured for a loss we cover. However, if contract or agreement. "etyou specifically agree in the "written contract et The insurance provided to such additional insured requiring insurance" that this insurance provided o is limited as follows: to the additional insured under this Coverage Part Z must apply on a primary basis or a primary and A e. This insurance does not apply on any basis to non-contributory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this Coverage Part. as a named insured for such loss, and we will not share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodilyinjury" or "property dama e" for rendering of or failure to render any g "professional services". which coverage is sought occurs; and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance. under any other insurance. CG D3 81 09 15 ©2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury" arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: :y under a "written contract requiring insurance" with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the "personal injury" L. offense is committed. • ci ti ch Page 2 of 2 ©2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission 2022 Professional AV on Service Agreement SGMGIS/GPS Services COLORADO MIS PROFESSIONAL SERVICES AGREEMENT(`Agreement')dated as ofJanuary 21,2022 is entered into by and between SGMInc.,a Colorado corporation whose business address is 259 GRAND AVE, SUITE 200,GRAND JUNCTION,COLORADO 81501 (`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 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 Mhnager for the Town ofAvon,the Contractor shallprovide 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: 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. Page 1 of 15 1.4 Standard of Performance. In performing the Services,the Contractor shalluse 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 perfouiiing such Services are,properly licensed and/or registered within the State of Colorado for the performance ofthe Services(iflicensure 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 ofsuit)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 ofits 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 live(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 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 Page 2 of 15 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 COMPENSATION 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 COMPENSATION and its Sub-Sections. A. Time and Materials 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 SEVENTY-FIVE THOUSAND Dollars ($75,000.00). B. Reimbursable Expenses. The following shall be considered `reimbursable expenses"for purposes of this Agreement and may be billed to the Town without administrative mark-up but which must be accounted for by the Contractor and proof ofpayment 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 1Vtals (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 Proces sing. The Contractor shall submit invoices and requests for payment in a form acceptable to the Town. Invoices shallnot 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 Page 3 of 15 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 ofthe 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. Mliil, 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 ofthe 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 ofthe Contractor that are pertinent to the Contractor's performance under this Agreement for the purpose ofthe Town performing an audit,examination,or other review ofthe 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 TERMINATION 4.1 Term. The provision of services under this Agreement shall commence January 25,2022 and will terminate on DECEMBE;R 31,2022; provided,however,under no circumstances will the Term 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 twelve (12) Page 4 of 15 consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension does not alter or amend any ofthe terms or provisions ofthis 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 perfomiance ofthe Services without the written consent ofthe 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. h1 the event ofthe Town's exercise ofthe right ofunilateral 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 ofthe 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 ofthis 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-perfomiance,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 ifthere is a failure to timely cure the non-performance. For purpose of this Sub-Section 4.4, `reasonable time" shall be not less than five(5)business days. h1 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 ofthe 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 perfoiiirance 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 ofsuspension except: (1) as may be specifically authorized by the notice of suspension(e.g., to secure the worm area from damage due to weather or to complete a specific report or study);(2) for the submission ofan invoice for Services performed prior to the date of suspension in accordance with this Agreement or(3)as required by law. 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 perfomiance 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 ofsuspension, 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 ofadditional 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 oftermination 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. 5.0 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)Dollars each occurrence and of Two Mllion 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 `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 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 Page 6 of 15 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. 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 ofi'set 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 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 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 oftheir 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 DOCUIVENTS, not to use or disclose any proprietary rights or inforinration 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 DOCUIVENTS. 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 ofthis 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, 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 oiler 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.RS. §24-18-109,as amended, the Avon Town Code of Ethics,as amended or the Town's ethical principles. Page 8 of 15 8.0 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 falls 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 ifperformed 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 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 o1 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 ofthe Town Council ofthe 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 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;layoffor termination; rates ofpay or other forts of compensation;and selection for training,including apprenticeship. 9.4 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 9.4 shall not authorize assignment 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 teruub 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 rules,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 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 ofthis Agreement shall govern. 9.8 Survival of Terms and Conditions. The Parties understand and agree that all temps 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 or partofthe rights,duties,obligations,responsibilities,or benefits set forth in this Agreement shall not be assigned by Contractor without the express written consent ofthe 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,or responsibility unless 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. 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 ofthis 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 ofthis 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 worm 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 worm 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 if 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`Los ses'),arising out ofthe 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) 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 Miilproperly 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 ofthe recipient. If to the Town: If to the Contractor: Eric Heil,Town Manager Attention: Town ofAvon Troy Feese, CFO 100 Mkaela Way SGM Inc., P.O.Box 975 118 W 6th Street, Suite 200 Avon,Colorado 81620 Glenwood Springs, CO 81601 eheil(cr�,avon.org troyf@sgm-inc.com With Copy to: Town Attorney 100 Mkaela Way P.O.Box 975 Avon,Colorado 81620 townattomcy�aavon.org J USTIN HQ DRETH,PE 100 Mkaela Way P.O.Box 975 Avon,Colorado 81620 JHQ DRETH@AVON ORG 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 INTENIIONALLY LEFT BLANK-SIGNATURE PAGE FOLLOWS] Page 13 of 15 THIS AGREEMENT is executed and made efective as provided above. TOWN OF AWN,COLORADO Digitally signed by Eric Heil Eric Heil AN:noHeil,o=Town of Avon,,ou=Town Manager, email=eric@avon.org,c=US By: Date:2022.02.23 09:36:21-07'00' Eric Heil,Town Manager CONTRACTOR: Digitally signed by Troy Feese ON,C=US,E=troyf@sgm-inc.com,0="Schmuser Gordon Meyer, Troy Feese Contact Info Glenwood 5-1004m�and integrity of this document BY: Date:2022.02.2411:35:04-07'00' Name: Position: Page 14 of 15 EXFIIBIT A Project/Services Name: GPS/GIS Services—GPS Collection and Database development/ Storm Sewer Inventory and Database Mapping PSA SGM GIS 2022 Services Page 15 of 15 6SG www.sgm-inc.corn January 13, 2022 A Avon Town of Avon Mr. Justin Hildreth 100 Mikaela Way/ P.O. Box 975 Avon, CO 81620 970.748.4045 Delivered via email:jhildreth(a�avon.orq RE: GPS/GIS Services — GPS Collection & Database Development/ Storm Sewer Inventory and Database Mapping Dear Justin: It's our understanding that the Town of Avon would like SGM to provide a scope of work (SOW) to GPS collect the Town's storm sewer infrastructure and create an associated centralized GIS database. SGM proposes the following SOW: ✓ Task 1: Existing data evaluation and field mapping preparation ✓ Task 2: Survey GPS collect, inventory, photograph & post processing the existing storm sewer related infrastructure features ✓ Task 3: Utilize GPS collected features and images to develop a Storm Sewer GIS database ✓ Task 4: Work closely with Town staff to verify the infrastructure's accuracy. Correct any inconsistencies in the GIS database upon completing a thorough data review ✓ Task 5: Incorporate storm sewer data into Town's ArcGIS Online mapping Costs not to exceed $75,000 GRAND JUNCTION 259 Grand Ave., Suite 200 I Grand Junction, CO 81501 I 970.245.2571 6SG www.sgm-inc.com Scope of Work Approach The following approach offers more detail regarding the implementation of each task. Task 1 : Existing Storm Sewer Data Evaluation and Field Mapping Preparation The overall approach for this task begins with inventorying, collecting, and evaluating existing storm sewer mapping data on file and available through hardcopy and digital documents. SGM currently has approximately 78 Town of Avon storm sewer documents on file. An initial evaluation of existing data and consultation with the Town staff familiar with on the ground conditions will result in a stream-lined field inventory and data collection process. SGM will organize this information for reference and planning for the field data collection. SGM will work with Town staff to identify and establish a storm sewer database schema or attributes to be assigned to infrastructure. SGM has configured GPS and GIS database schemas (see Figure 1 — GPS SS Infra.pdf, and Figure 2 — GIS SS Infra.xls) which can easily be modified to meet Town needs. Additional database schema reference information can be located through CDOT's 2019 M Standard Plans and Project Special drawings link. Approach The following outlines some of the steps for this task: • Obtain any additional existing data. • Evaluate existing data and consult with Town staff on existing data. • Prepare necessary associated mapping information for office and field staff. • Work closely with Town of Avon staff to establish a finalized GPS database schema. Task 2 : Storm Sewer Infrastructure Inventory Approach The following outlines some of the steps for this task: • Field survey crews will be equipped with survey grade GPS units to map all Town of Avon storm sewer infrastructure as finalized in Task 1. • Modify database schema and workflow procedures as project needs require. • Depending on the specific storm sewer component, field crews will map, inventory, investigate, verify, perform visual assessments, and apply an assessment ranking to all storm sewer components as finalized in Task 1. • SGM will map, inventory, and assess all culverts, pipes, and related conveyance structures as polyline features, and as finalized in Task 1. • All features will be spatially located and mapped as points or polylines using survey grade GPS equipment. • Review incoming data throughout Task 2. and implement quality control and assurance procedures including reviewing data with Town staff. SSGM www.sgm-inc.com Task 3 : Storm Sewer Geodatabase Development The approach for this task is founded on the data compiled as part of Tasks 1 and 2 and our experience in developing and maintaining GIS databases that are spatially accurate. The product of this task will be a database that defines the drainage basins, components, and appurtenances. Approach The following outlines some of the steps for this task: • Work closely with Town staff to finalize the GIS database schema. This will mirror the GPS database schema to allow for a seamless integration of field collected data into the finalized GIS geodatabase deliverable. • Integrate information from existing documents—where applicable developed from Task 1, import GPS and photo attachments from Task 2, and further develop the GIS data into one master storm sewer geodatabase. • Where possible, drop measurements will be included for inverts. Calculate invert elevations if Town staff would like these included. • Review storm sewer geodatabase and implement quality control and assurance procedures including reviewing data with Town staff. Task 4: Database Review and Deliverable The approach for this task is built upon our experience in the development of asset management systems (AMS), implementation of storm sewer infrastructure inventorying, CIP, and hazard mitigation planning experience. Approach The following outlines some of the steps for this task: • Perform a thorough evaluation of the storm sewer geodatabase for completeness. • Provide Town staff with a draft copy of the database to further evaluate. • Capture and populate any missing database components; both surveying storm sewer ground features, and any missing, and/or incorrect attribute information, including photo attachments. Deliverables • Complete geodatabase with current Town of Avon storm sewer infrastructure. Task 5 : Storm Sewer ArcGIS Online Update Approach The following outlines some of the steps for this task: • Add storm sewer database to Town's ArcGIS Online mapping application. SSGM www.sgm-inc.com Project Schedule The schedule can be adjusted accordingly upon Notice-to-Proceed, the initial meetings with the Town to meet your needs, and on the ground, conditions including when the project area is free of snow to allow for data collection to move forward. • Task 1: January 1 — March 31, 2022 • Task 2: April 1 — June 30, 2022 • Task 3 &4: July 1 —July 31, 2022 We are enthusiastic about the opportunity to work with you and provide Survey and GIS services. If you should have questions, please feel free to contact me either via my direct line: 970.456.1486, or email at stevenk(a�sgm-inc.com. I look forward to hearing from you soon so that we can move this project forward. Work will begin once the Town of Avon has approved this project. Sincerely, SGM Steve Kirk GIS Analyst Attn: GPS/GIS Services— GPS Collection & Database Development 6SG M www. sgm - inc . corn ‘ M Confidential 1. 13.2022 GPS/GIS Services — GPS Collection & Database Development ! Storm Sewer Inventory and Database Mapping Cost Proposal Staff Steve Kirk Nick Treankler Shawn Binion Field Crews senior Field survey survey I otal Labor Labor Classification CAD/GIS III CAD/GIS II Land Surveyor (2 Man Crew) Technician Hours Total Cost Rates $ 141.00 $ 110.00 $ 140.00 $ 212.00 $ 100.00 I ask 1 - Existing data evaluation and field mapping preparation 40 120 8 168 $ 19,960 Task 2 - Survey GPS collect, inventory, photograph & post processing the existing storm sewer related infrastructure 40 60 16 120 80 316 $ 47,976 Task 3 - Utilize GPS collected teatures and images to develop Storm Sewer GIS database 10 24 34 $ 4,050 Task 4 - Work Closely with Town statt to verity the infrastructure's accuracy 8 4 12 $ 1,568 I ask 5 - Incorporate storm sewer data into I own's ArcCIS Online mapping 4 8 12 $ 1 ,444 Project Totals 102 216 24 120 80 542 $ 74,998 Confidential SGM FEE SCHEDULE 2022 HOURLY RATE PRINCIPAL ENGINEER $211.00 SENIOR ENGINEER III $194.00 SENIOR ENGINEER II $182.00 SENIOR ENGINEER I $167.00 ENGINEER IV $153.00 ENGINEER III $140.00 ENGINEER II $119.00 ENGINEER I $102.00 SENIOR PROJECT MANAGER $152.00 PROJECT MANAGER $141.00 PRINCIPAL CONSULTANT $211.00 SENIOR CONSULTANT II $175.00 SENIOR CONSULTANT I $146.00 CONSULTANT III $126.00 CONSULTANT II $110.00 CONSULTANT I $99.00 TECHNICIAN III $85.00 TECHNICIAN II $72.00 TECHNICIAN I $61.00 CLERICAL $78.00 SENIOR CADD/GIS $141.00 CADD/GIS III $121.00 CADD/GIS II $110.00 CADD/GIS I $90.00 CONSTRUCTION MANAGER $133.00 CONSTRUCTION TECHNICIAN II $121.00 CONSTRUCTION TEHCNICIAN I $110.00 SURVEY MANAGER $170.00 LAND SURVEYOR $140.00 SURVEY PROJECT MANAGER $120.00 SURVEY TECHNICIAN $100.00 FIELD SURVEY(1-Man Crew) $159.00 FIELD SURVEY(2-Man Crew) $212.00 SUE FIELD PROJECT MANAGER $183.00 SUE FIELD TECHNICIAN $127.00 EXPERT TESTIMONY $338.00 REIMBURSABLES Equipment Rate Vehicle Mileage Current IRS Standard Mileage Rate ATV/Snowmobile $125.00/day UTV $250.00/day Flow Tote $125.00/day Reproduction Black&White Plots $ 5.50/sheet Mylar Plots $19.00/sheet Color Plots $30.00/sheet Photocopies $ 0.25/page Miscellaneous 10%will be added to all direct expenses,including FedEx,special delivery and courier charges,special consultants,subcontractors, laboratory tests,airfare,lodging,meals,car rental,telephone,outside printing expense,etc.Interest of 1.5%per month will be charged for invoices past 30 days.