22.09.15 PSA Norris Design La Zona (2)Avon Professional Service Agreement - La Zona Consulting September 15, 2022 Page 1 of 23
Professional
Service Agreement
for La Zona
Consulting
Project/Services Name: La Zona Civic Area Planning
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) dated as of September 15, 2022 is
entered into by and between Norris Design , a Corporation of the State of Colorado, whose business
address is 409 Main Street, Suite 207, Frisco, Colorado 80433 (“Contractor”) and the Town of Avon,
Colorado, a home rule municipality of the State of Colorado (“Town” and, together with the
Contractor, “Parties”).
RECITALS AND REPRESENTATIONS
WHEREAS, the Town desires to have performed certain professional services as described in this
Agreement; and
WHEREAS, the Contractor represents that the Contractor has the skill, ability, and expertise to perform the
services described in this Agreement and within the deadlines provided by the Agreement; and
WHEREAS, the Town desires to engage the Contractor to provide the services described in this Agreement
subject to the terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, the Parties mutually
agree as follows:
1.0 SERVICES AND CONTRACTOR PERFORMANCE
1.1 Services and Work Product. As directed by and under the supervision of the Town Manager for
the Town of Avon, the Contractor shall provide the Town with the services described in Exhibit A, attached
hereto and incorporated herein (“Services”). For purposes of this Agreement, “Work Product” shall
consist of deliverables and/or product to be created, provided or otherwise tendered to the Town as
described in the Services.
1.2 Changes to Services. At any time the Town may request a change or changes in the Services.
Any changes that are mutually agreed upon between the Town and the Contractor shall be made in writing
and upon execution by both Parties shall become an amendment to the Services described in this
Agreement. To be effective, any written change must be signed by the Contractor and by the Avon Town
Council (“Town Council”).
1.3 Independent Contractor. The Contractor shall perform the Services as an independent contractor
and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture,
employer/employee or other relationship with the Town other than as a contracting party and independent
contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or
employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-
consultants, contractors, agents, or representatives, including coverage or benefits related but not limited
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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.
1.4 Standard of Performance. In performing the Services, the Contractor shall use that degree of care,
skill, and professionalism ordinarily exercised under similar circumstances by members of the same
profession practicing in the State of Colorado. Contractor represents to the Town that the Contractor is,
and its employees performing such Services are, properly licensed and/or registered within the State of
Colorado for the performance of the Services (if licensure and/or registration is required by applicable law)
and that the Contractor and employees possess the skills, knowledge, and abilities to competently, timely,
and professionally perform the Services in accordance with this Agreement.
1.5 Patent Indemnification. Contractor shall indemnify, defend and hold Town harmless from any and
all claims, demands, and causes of action (including reasonable attorneys’ fees and costs of suit) for actual
or asserted infringement or actual or asserted appropriation or use by Town of trade secrets, proprietary
information, know-how, copyright rights, or patented inventions included in any design or specification
furnished by Contractor or arising from the use or sale of materials, equipment, methods, processes,
designs and information, furnished by Contractor in connection with the Services. Contractor shall include
the foregoing indemnification provision as a term of each agreement utilized by it in the performance of its
work which shall extend expressly from the vendor or subcontractor to Town.
1.6 Safety. When and to the extent that Contractor or any of its employees, agents or subcontractors
are working under the terms of this Agreement, Contractor will comply, and cause all of its employees,
agents and subcontractors to comply, with applicable safety rules and security requirements.
1.7 Qualified Personnel. Contractor will make available all qualified Contractors, drafters, technical
and clerical personnel necessary to fulfill its obligations under this Agreement. Prior to commencement of
work, Contractor will provide Town with the names of all Contractor personnel and their then current hourly
rates, if applicable, whose services are to be employed in performance of the Services. Removal or re-
assignment of personnel by Contractor will only be done with prior written approval of Town.
1.8 Removal of Personnel by Town. Town may, in its discretion, require Contractor to dismiss from
performance of the Services any personnel of Contractor or any subcontractor for any reason, effective
upon written notice from Town of such dismissal. Town will not be required to pay salary, or any other
costs associated with dismissed personnel effective upon Contractor’s receipt of notice to dismiss from
Town.
1.9 Representations and Warranties. Contractor represents and warrants that the Services will be
performed in a manner consistent with other reasonable professionals providing similar services under
similar circumstances. Contractor will complete the Services in accordance with the Agreement and
applicable United States laws, regulations, ordinances, and codes in existence at the time the Agreement
is executed.
1.10 Maintenance of and Access to Records. Contractor will maintain detailed records of all matters
relating to the Services during the term of the Agreement and for a period after its cancellation or
termination of not less than five (5) years. Town will have the right to copy and audit during regular business
hours all records of any kind which in any way 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.
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1.11 Colorado Open Records Act. The parties understand that all material provided or produced under
this Agreement may be subject to the Colorado Open Records Act, § 24-72-201, et seq., C.R.S. In the
event of the filing of a lawsuit to compel such disclosure, the Town shall inform the Contract and will tender
all such material to the court for judicial determination of the issue of disclosure and the Contractor agrees
to intervene in such lawsuit to protect and assert its claims of privilege and against disclosure of such
material or waive the same
1.12 Disclosure of Adverse Information. Contractor will promptly disclose to Town any and all
information which Contractor may learn, or which may have a material adverse impact on the Services or
the Work Product or Town’s ability to utilize the Work Product in the manner and for the purpose for which
the Work Product is intended.
2.0 COMPENSATION
2.1 Commencement of and Compensation for Services. Following execution of this Agreement by
the Town, the Contractor shall be authorized to commence performance of the Services as described in
Exhibit A subject to the requirements and limitations on compensation as provided by this Section 2.0
COMPENSATION and its Sub-Sections.
A. 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 B. Total compensation (including all reimbursable expenses) shall
not exceed $99,999.
B. 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.
C. Increases in Compensation or Reimbursable Expenses. Any increases or modification of
compensation or reimbursable expenses shall be subject to the approval of the Town and shall be made
only by written amendment of this Agreement executed by both Parties.
2.2 Payment Processing. The Contractor shall submit invoices and requests for payment in a form
acceptable to the Town. Invoices shall not be submitted more often than once each month unless otherwise
approved by this Agreement or in writing by the Town. Unless otherwise directed or accepted by the Town,
all invoices shall contain sufficient information to account for all Contractor time (or other appropriate
measure(s) of work effort) and all authorized reimbursable expenses for the Services during the stated
period of the invoice. Following receipt of a Contractor’s invoice, the Town shall promptly review the
Contractor’s invoice.
2.3 Town Dispute of Invoice or Invoiced Item(s). The Town may dispute any Contractor time,
reimbursable expense, and/or compensation requested by the Contractor described in any invoice and
may request additional information from the Contractor substantiating any and all compensation sought by
the Contractor before accepting the invoice. When additional information is requested by the Town, the
Town shall advise the Contractor in writing, identifying the specific item(s) that are in dispute and giving
specific reasons for any request for information. The Town shall pay the Contractor within forty-five (45)
days of the receipt of an invoice for any undisputed charges or, if the Town disputes an item or invoice and
additional information is requested, within thirty (30) days of acceptance of the item or invoice by the Town
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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 of the Services in a timely and professional manner.
3.4 The Contractor shall promptly comply with any written Town request from the Town or any of the
Town’s duly authorized representatives to reasonably access and review any books, documents, papers,
and records of the Contractor that are pertinent to the Contractor’s performance under this Agreement for
the purpose of the Town performing an audit, examination, or other review of the Services.
3.5 The Contractor shall comply with all applicable federal, state and local laws, ordinances,
regulations, and resolutions.
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 TERM AND TERMINATION
4.1 Term. The provision of services under this Agreement shall commence on September 15, 2022.
Subject to annual appropriation and Section 9.6 herein, this Agreement shall terminate no later than May
1, 2022. In the event the Town fails to appropriate funds under this Agreement for any given fiscal year
this Agreement shall terminate on December 31st of the calendar year in which the Town failed to
appropriate funds. The Contractor understands and agrees that the Town has no obligation to
appropriate funds for the Services provider for herein, or contract for the provision of any future services,
and makes no warranties or representations otherwise.
4.2 Continuing Services Required. The Contractor shall perform the Services in accordance with
this Agreement commencing on the Effective Date until such Services are terminated or suspended in
accordance with this Agreement. The Contractor shall not temporarily delay, postpone, or suspend the
performance of the Services without the written consent of the Town Council.
4.3 Town Unilateral Termination. This Agreement may be terminated by the Town for any or no
reason upon written notice delivered to the Contractor at least ten (10) days prior to termination. In the
event of the Town’s exercise of the right of unilateral termination as provided by this paragraph:
A. Unless otherwise provided in any notice of termination, the Contractor shall provide no further
services in connection with this Agreement after receipt of a notice of termination; and
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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 if the performing party first provides written notice to the non-performing party which notice
shall specify the non-performance, provide both a demand to cure the non-performance and reasonable
time to cure the non-performance, and state a date upon which the Agreement shall be terminated if there
is a failure to timely cure the non-performance. For purpose of this Sub-Section 4.4, “reasonable time”
shall be not less than five (5) business days. In the event of a failure to timely cure a non-performance and
upon the date of the resulting termination for non-performance, the Contractor 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 of the Services on the date of suspension
except: (1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area
from damage due to weather or to complete a specific report or study); (2) for the submission of an invoice
for Services performed prior to the date of suspension in accordance with this Agreement or (3) as required
by law.
4.6 Reinstatement of Services Following Town’s Unilateral Suspension. The Town may at its
discretion direct the Contractor to continue performance of the Services following suspension. If such
direction by the Town is made within thirty (30) days of the date of suspension, the Contractor shall
recommence performance of the Services in accordance with this Agreement. If such direction to
recommence suspended Services is made more than thirty-one (31) days following the date of suspension,
the Contractor may elect to: (1) provide written notice to the Town that such suspension is considered a
unilateral termination of this Agreement pursuant to Sub-Section 4.3; or (2) recommence performance in
accordance with this Agreement; or (3) if suspension exceeded sixty (60) consecutive days, request from
the Town an equitable adjustment in compensation or a reasonable re-start fee and, if such request is
rejected by the Town, to provide written notice to the Town that such suspension and rejection of additional
compensation is considered a unilateral termination of this Agreement pursuant to Sub-Section 4.3.
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Nothing in this Agreement shall preclude the Parties from executing a written amendment or agreement to
suspend the Services upon terms and conditions mutually acceptable to the Parties for any period of time.
4.7 Delivery of Notice of Termination. Any notice of termination permitted by this Section 4.0 TERM
AND TERMINATION and its subsections shall be addressed to the persons identified in Section 9.17 herin
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 Million Dollars ($2,000,000.00) aggregate.
The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include
coverage for bodily injury, broad form property damage (including completed operations), personal injury
(including coverage for contractual and employee acts), blanket contractual, independent contractors,
products, and completed operations. The policy shall contain a severability of interests provision.
Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such
insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected
officials, officers, employees and agents as additional insured parties.
C. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily
injury of not less than of One Hundred Thousand Dollars ($100,000.00) each person and each accident
and for property damage of not less than Fifty Thousand Dollars ($50,000.00) each accident with respect
to each of the Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of
the Services. The policy shall contain a severability of interest’s provision. Such insurance coverage
must extend to all levels of subcontractors. Such coverage must include all automotive equipment used
in the performance of the Agreement, both on the work site and off the work site, and such coverage
shall include non-ownership and hired cars coverage. Such insurance shall be endorsed to name the
Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents
as additional insured parties.
D. Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of One
Million Dollars ($1,000,000.00) per claim and annual aggregate. Such policy of insurance shall be
obtained and maintained for one (1) year following completion of all Services under this Agreement.
Such policy of insurance shall be endorsed to include the Town as a Certificate Holder.
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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 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 of Required Insurance and any endorsement of such policy. The Town may, at
its election, withhold payment for Services until the requested insurance policies are received and found to
be in accordance with the Agreement.
6.0 OWNERSHIP OF DOCUMENTS
5.1 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
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Product at all, as it sees fit. Any reuse of the Work Product produced under this Agreement for any purpose
not directly related to this Agreement will be at the sole risk of Town.
5.2 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.
5.3 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 of the Services under this Agreement; or
C. termination of this Agreement.
5.4 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 offer or provide anything of benefit to any Town official or employee that would place the
official or employee in a position of violating the public trust as provided by C.R.S. §24-18-109, as amended,
the Avon Town Code of Ethics, as amended or the Town’s ethical principles.
8.0 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 fails to perform
the duties and obligations of this Agreement. Substantial failure to perform the duties and obligations of this
Agreement shall mean a significant, insufficient, incorrect, or improper performance, activities or inactions by
the Contractor. The remedial actions include:
8.1 Suspend the Contractor’s performance pending necessary corrective action as specified by the
Town without the Contractor’s entitlement to an adjustment in any charge, fee, rate, price, cost, or schedule;
and/or
8.2 Withhold payment to the Contractor until the necessary services or corrections in performance are
satisfactorily completed; and/or
8.3 Deny payment for those services which have not been satisfactorily performed, and which, due to
circumstances caused by the Contractor, cannot be performed, or if performed would be of no value to the
Town; and/or
8.4 Terminate this Agreement in accordance with this Agreement.
The foregoing remedies are cumulative and the Town, it its sole discretion, may exercise any or all of the
remedies individually or simultaneously.
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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 of, or payment for, services shall not be construed to
operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of
this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council
or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of
Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a
continuing waiver unless specifically stated.
9.2 No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive,
limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials,
employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular,
governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title
24, Article 10, Part 1 of the Colorado Revised Statutes.
9.3 Affirmative Action. Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. Contractor will take affirmative action
to ensure applicants are employed, and employees are treated during employment without regard to their
race, color, religion, sex or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;
rates of pay or other forms of compensation; and selection for training, including apprenticeship.
9.4 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.
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
of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the
term of the Town's current fiscal period ending upon the next succeeding December 31. Financial
obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose
being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and
resolutions of the Town, and other applicable 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. To reduce the cost of dispute resolution and to
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expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either
may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement.
The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party
shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this
Agreement and any exhibit or attachment, the language of this Agreement shall govern.
9.8 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 of the 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 part of the rights, duties, obligations, responsibilities, or benefits
set forth in this Agreement shall not be assigned by Contractor without the express written consent of the
Town Council. Any written assignment shall expressly refer to this Agreement, specify the particular rights,
duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by
resolution or motion of the Town Council. No assignment shall release the Applicant from performance of
any duty, obligation, or responsibility unless such release is clearly expressed in such written document of
assignment.
9.10 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.
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 Illegal Aliens. Contractor shall not knowingly employ or
contract with an illegal alien 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
illegal aliens. By entering into this Agreement, Contractor certifies as of the date of this Agreement it does
not knowingly employ or contract with an illegal alien 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 program procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing
work under this Agreement knowingly employs or contracts with an illegal alien, the Contractor shall be
required to notify the subcontractor and the Town within three (3) days that the Contractor has actual
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knowledge that a subcontractor is employing or contracting with an illegal alien. The Contractor shall
terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien
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 illegal alien. 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 of the Agreement, so long as the Town acts in good
faith.
9.16 Indemnity. To the fullest extent permitted by law, Contractor shall indemnify and defend the Town,
its members, affiliates, officers, directors, partners, employees, and agents (collectively referred to as the
“Town” for the purposes of this Section 9.16) from and against all claims, damages, losses and expenses,
including but not limited to reasonable attorney’s fees (collectively referred to “Losses”), arising out of the
performance of the Services, provided that (a) any such claim, damage, loss or expense is caused by any
negligent act or omission of (i) Contractor, (ii) anyone directly or indirectly employed by Contractor or (iii)
anyone for whose acts Contractor may be liable; and (b) such indemnification shall not apply to the extent
that such Losses are caused by the negligence of the Town or other party indemnified hereunder. If
Contractor is providing architectural, engineering, or surveying services; design; construction; alteration;
repair; or maintenance of any building, structure, highway, bridge, viaduct, water, sewer, or gas distribution
system, or other works dealing with construction, or any moving, demolition, or excavation connected with
such construction, the extent of Contractor's obligation to indemnify and defend the Town is enforceable
only to the extent and for an amount represented by the degree or percentage of negligence or fault
attributable to the Contractor or the Contractor's agents, representatives, subcontractors, or suppliers. If
the Contractor is a person or entity providing architectural, engineering, surveying, or other design services,
then the extent of Contractor's obligation to indemnify and defend the Town may be determined only after
the Contractor's liability or fault has been determined by adjudication, alternative dispute resolution, or
otherwise resolved by mutual agreement between the Contractor and Town. The indemnification in this
Section 9.16 shall be construed to comply with C.R.S. § 13-50.5-102(8) et. seq.
9.17 Notices. Unless otherwise specifically required by a provision of this Agreement any notice
required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently
given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to
the Party to whom such notice is to be given at the address set forth below or at such other address as has
been previously furnished in writing, to the other Party. Such notice shall be deemed to have been given
when deposited in the United States Mail properly addressed to the intended recipient. Written notice may
also be provided by electronic mail which shall be deemed delivered when receipt is acknowledged by
reply of the recipient.
If to the Town: If to the Contractor:
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Eric Heil, Town Manager
Town of Avon
100 Mikaela Way
P.O. Box 975
Avon, Colorado 81620
eheil@avon.org
Attention:
With Copy to:
Avon Town Attorney
100 Mikaela Way
P.O. Box 975
Avon, Colorado 81620
townattorney@avon.org
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]
Megan Testin, Principal
PO Box 2320
Frisco, Colorado 80443
mtestin@norris-design.com
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THIS AGREEMENT is executed and made effective as provided above.
TOWN OF AVON, COLORADO
By: ______________________________ ATTEST: ________________________
Matt Pielsticker, Planning Director Patty McKenny, Town Clerk
CONTRACTOR:
By: Megan Testin
Position: Principle
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EXHIBIT A
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409 Main Street, Suite 207 | P.O. Box 2320 | Frisco, CO 80443 www.norris-design.com
September 14, 2022
Matt Pielsticker, AICP
Town of Avon
PO Box 975, 100 Mikaela Way
Avon, Colorado 81620
970-748-4413
matt@avon.org
La Zona Civic Planning – Visioning Phase
Avon, Colorado
PROJECT DESCRIPTION
Visioning, Feasibility and Programming studies to assist the Town of Avon (the Town) with understanding options for
different civic uses and developments in the Project Area as the Town continues to grow. The purpose of the
Visioning Phase is to help the Town determine the highest and best use of the civic campus for future use including
cost estimating and fit tests. Overall Town connectivity, wayfinding and multimodal transportation design shall be
considered in visioning exercises. Areas of study include the following:
Three Key Sites:
o Avon Recreation Center Expansion Analysis
o 351 Benchmark Use Study
o Main Street Pedestrian Mall Connectivity
Multi-Modal Connectivity
Facilitation and Outreach
Additional meetings during the Visioning Phase requested beyond the below listed scope of work shall be billed on a
time and materials basis. Depending on the type of meeting requested, team attendee involvement, and the level of
preparation, the estimated cost per meeting ranges between $900 and $2,700 per meeting.
Additional design steps are anticipated beyond the below listed scope of work. Scope of work and fees for additional
steps will be re-evaluated following the Visioning Phase.
SCOPE OF WORK
The Scope of Work for the La Zona project is to assist with conceptual design ideas for a variety of potential uses.
Overall project goals include the following:
Conceptual designs for redevelopment and reuse of 351 Benchmark Rd (Old Fire Station)
Conceptual designs for remodeling and expansion of the Avon Recreation Center
Conceptual designs for extension of the Main Street Mall from Lettuce Shed Lane to Nottingham Park
High level summary of parking demands, projected impacts and opportunities
High level summary of pedestrian and bicycle connections
High level summary of way finding and signage
Development of a final Conceptual Design Plan for the La Zona planning area suitable for review and
recommendation by the Avon Planning and Zoning Commission and adoption by the Avon Town Council.
Throughout this Scope of Work, “including” shall mean “including but not limited to”. Additional requested work
“including but not limited to” shall be considered an increase to scope of work and fees will be adjusted accordingly.
All work shall be completed at an hourly basis per the rates provided in Figure 1 – Standard Hourly Rates Per
Discipline. “Staff” means Town of Avon staff.
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Task 1 – Conceptual Diagrams
A. Attend one (1) kickoff meeting with Staff to define project goals and schedule on July 11.
B. Attend two (2) meetings with design team and Town to coordinate and
discuss site design for potential program elements, pedestrian circulation
and connections.
C. Attend one (1) on-site walk through of current facilities with design team and Staff.
D. Review existing plans, guiding documents, past plans, Town survey data, etc.
E. Develop a Current Facility Analysis and High Level Summary of existing utilities. Information regarding
existing utilities shall be provided by staff. Staff will provide information on public utilities and
infrastructure for the La Zona area to be considered as cost implication for future decisions. Consultant
will provide a draft of the Current Facility Analysis to Staff for review and comment and will then
incorporate comments before finalizing. The final Current Facility Analysis will be a chapter or appendix
in the final Conceptual Plan document.
F. Utilize survey information provided by the Town. Develop base information appropriate for conceptual
design. Note: Conceptual Design base information is not a legal survey.
G. Create graphic designs depicting the various programming concepts which includes the physical space
requirements for such uses and improvements, parking implications, rough estimated costs, and unique
considerations associated with different programming concepts.
Programming concepts for Recreation Center, including:
•Expanded fitness area to meet future demands, including but not limited to cardio, weights,
stretching and group fitness rooms
•Remodeled and expanded lobby and community area, including but not limited to teen
friendly area
•Rock climbing area
•8 Lane competition natatorium with infinity edge
•Child Care or Child Watch area
•Parking structure with phased construction and expansion located on existing parking area
Programming concepts for 351 Benchmark, including:
•Surface sport courts, including pickle ball, tennis, basketball, or combination.
•Expanded park space and vehicle parking spaces
•Community events building, including but not limited to meeting and event space suitable
for private rentals, event space suitable for public events and performances,
•Art space, including space for art display, art creation, art co-op, and artist residency
•Child care/early childhood education
•Community Housing, including Town employee housing
Programming concepts for Main Street Mall including:
•Plaza space near Town Hall
•Reconfigured outdoor child care space for Prater Lane
•Crossing treatment for Mikaela Way
•Connections to Nottingham Park and West Beaver Creek Boulevard
•Pads for art and vendors
•Instructure to support events on the Main Street Mall
•Landscaping treatment
•Art opportunities
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H. Attend design team meeting (Toole, BRS, Norris) to develop conceptual diagrams including multi-modal
opportunities, fit tests, connectivity, etc.
I. Provide (6-7) fit test studies. Fit test studies to be refined to a total of (1-3 conceptual diagrams).
J. Attend one (1) on-site meeting with the Staff and design team to review diagrams. Attend additional
virtual meetings (2-3) with Staff as necessary to review revisions to conceptual diagrams.
K. Provide Minor Revisions to conceptual diagrams based on input and direction from Staff.
L. Coordinate with Staff to prepare presentation to Community Stakeholders of conceptual diagrams.
Presentation materials will include a Conceptual Program Matrix which depicts physical size of different
uses, infrastructure and parking requirements, rough estimated costs, and a pro-con statement
generated with Staff input and direction.
M. Staff will prepare an overview of past and existing planning documents which relate to the La Zona
planning area.
Deliverables for Task 1 include:
Facility and Infrastructure Analysis
(3-4) Design Team Meetings
Program matrix indicating physical size of potential uses
(2-3) Conceptual diagrams
Meeting notes from all meetings
Project schedule
Task 2 – Present Conceptual Use Diagrams to Community Stakeholders.
A. Present Conceptual Use Diagrams to at least two (2) and possibly three (3) community stakeholder
meetings as organized by Staff. Community stakeholder meetings are anticipated to include invitation to
the Health and Recreation Committee, Planning and Zone Commission, Avon Town Council and the
appointed members from the general public.
B. Presentation materials will be developed and coordinated with Staff. Staff responsibilities include (1)
preparing an overview of past planning documents related to the La Zona area, (2) preparing a forecast
of future demand based on potential residential and visitor growth, and (3) preparing recommendations
on civic and community use concepts that can serve as a guide for determining preferred uses.
C. Coordinate with Staff to post materials on Town website and solicit community input. Staff will be
responsible for receiving and compiling public input and conducting any community surveys.
D. Identify consensus on potential conceptual uses that can serve as guidance for the development of (1-3)
Concept Plans.
Deliverables for Task 2 include:
Conceptual Diagram presentation materials
Community Stakeholder Meetings (1-3)
Summary of meeting notes,
Description of consensus on Conceptual Uses
Task 3 – Present Conceptual Plans
A. Develop one to three (1-3) Conceptual Plans for the ‘La Zona’ area with project team based on input from
the Community Stakeholder meetings. Conceptual Plans will include:
•Programming and uses for the three key study areas
•Summary of infrastructure capacity to support proposed use
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•Summary of parking demands and impacts related to the proposed use
•Explanation of interrelation between three key study areas and proposed programming
and uses
•Narrative describing high level summary of possible community benefits, potential
impacts, and potential mitigation of impacts
•Rough estimate of costs
•Description of potential phasing for construction of proposed use
B. Review Conceptual Plans with Staff. Revise the preferred Conceptual Plans.
C. Coordinate with design team to create supportive exhibits for preferred Conceptual Plan.
D. Conceptual Plan presentation information will include:
i.Introduction, Project Description, Project Summary, Description of Process
ii.Key Findings, including compliance with Avon Comprehensive Plan
iii.Facility and Infrastructure Summary Matrix
iv.Conceptual Building Footprints
v.Conceptual Architectural elevation renderings of Conceptual Plan uses
vi.Indication of square footage of potential new structures
vii.Circulation, multi-modal transportation and parking diagrams
viii.Recommendations for Phasing and Strategies for Implementation
E. Present Conceptual Plans in (1-3) community stakeholder meetings as organized by Staff.
F. Attend and Facilitate (1) Public Open House
G. Revise Conceptual Plans based on input from community stakeholder meetings.
H. Present adoption version of preferred Conceptual Plan to Avon Planning Commission and Avon Town
Council as an amendment to the Avon Comprehensive Plan, including presentation at a minimum of two
(2) meetings each for Planning and Zoning Commission and Council
Deliverable for Task 3 include:
(1-3) Conceptual Plans
(2-3) Design Team Meetings
(1) Final Conceptual Plan
(1) Public Open House
(1) Planning and Zoning Commission Meetings
(1) Town Council Meetings
Final La Zona Conceptual Plan in Electronic Format
Anticipated Schedule for Meetings and Deliverables (subject to change)
Prepare Fit Tests and Summary Matrix October 13, 2022
Review Fit Test and Matrix Drafts with Staff October 17 or 18, 2023
Prepare Conceptual Use Diagrams and
Prepare Presentation Materials November 8, 2022
Review Draft Presentation Materials with Staff November 10, 2022
Finalize Presentation Materials November 14, 2022
Community Stake Holder meetings (1-3) November 15, 2022
Prepare draft Conceptual Plan December 15, 2022
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Review Draft Conceptual Plan with Staff December 15, 2022
Revise Draft Conceptual Plan and Submit to PZC January 15, 2023
(1) Public Open House TBD January 17 or 19th, 2023
PZC 1st Public Hearing February 7, 2023
Council 1st Public Hearing March 14, 2023
AGREEMENT QUALIFICATIONS
A. Assumptions
The client shall provide to Norris Design the following information or services as required for performance of the
work. Norris Design assumes no responsibility for the accuracy of such information or services and shall not be
liable for errors or omissions therein. Should Norris Design be required to provide services in obtaining or
coordinating compilation of this information, such services shall be billed as Additional Services. In order to begin
work, we may require the following information.
1.Soils/Geology Reports
2.Surveying
3.ALTA Survey
4.Aerial Photography
5.Phase I or Other Environmental Site Assessment Report
6.Topographic Survey
7.Wetlands Report
8.Market Research
9.Traffic Study
B. Exclusions
All specific deliverables for this project are identified within the Scope of Work portion of this agreement. The
following information is not a part of the agreement and would be provided under a separate agreement or as
Additional Services if required.
1.Illustrative Graphics (other than those identified within this agreement)
2.Engineering (i.e. – Civil, Electrical, Structural, Mechanical, Traffic, etc.)
3.Entitlements
4.Construction Documents
5.Construction Bidding
6.Construction Administration
7.Irrigation Plans
C. Definitions
The following definitions are provided to give clear understanding of terms that may be used to describe the Scope of
Work within Tasks listed throughout this agreement.
Term Definition
Attend Norris Design will be present at meetings and hearings as described in the task action
items
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Review Analysis of documents necessary to understand the project, provide feedback to the
Owner or consultant team and to understand the impacts of the consultant teams work on
the services provided by Norris Design
Assist Provide input and/or information to the Owner or consultant team to assist them with their
work and products
Develop Plans, documents and products generated by Norris Design
Coordinate Plans, documents, products, people, schedules and information gathered, organized
and/or submitted by Norris Design
Provide Plans, documents and products made available by Norris Design
Minor Revisions Revisions requiring less than 25 percent of the original time spent on a drawing,
document or total task item
TERMS AND CONDITIONS
A. Standard Terms
1.This agreement is based on the understanding that the client will proceed with the project in an expeditious
manner from acceptance of contract terms. If the project is delayed more than one-hundred twenty (120)
days from the start of work, it is understood and agreed that the standard hourly rates and the Total Fee
may be subject to change requiring a new agreement.
2.Request to perform tasks, acceptance of documents or knowledge by the Client or Client’s Representative
of work being performed constitutes acceptance of the Scope of Work, Fees Schedule, Agreement
Qualifications, Terms and Conditions and Additional Services provisions as identified in this proposal.
3.Norris Design will invoice work on a monthly basis based on work completed.
4.Fees for each task are an estimate. Services and fees will not exceed the total contract amount unless
agreed upon as additional services.
5.Expenses, including but not limited to printing costs, mileage and other miscellaneous project costs will be
billed in addition to the fixed fee at cost plus 10 percent. Mileage will be reimbursed at the Federal
Government allowable rate. Technology expenses related to services provided may be billed at cost, as
they are incurred beyond the typical base level required to provide such services.
6.Client agrees to pay all invoiced fees and costs within 30 days of billing.
7.Payment will not be subject to the approval of the project and/or the cash flow status of the project.
8.Past due invoices shall be assessed a 1.5 percent late charge for each month past due. In the event fees
and/or costs are not paid when due, Client agrees to pay all costs of collection including reasonable
attorney’s fees.
9.Norris Design may stop work on the project if fees are not paid and reserves the right to file liens or utilize
other legal methods to secure payment.
10.The fees indicated herein are based on the applicable jurisdictional codes. Unless otherwise specified in the
terms of this agreement, any request made by the Client to vary, waive or modify existing code
requirements may be considered as an additional service requiring additional fees.
11.Revisions exceeding Minor Revisions or additional tasks requested by the Client will be billed at the
Standard Hourly rates in addition to the fixed fees or a specific fee will be authorized for the additional work
prior to commencement.
12.Any revisions, additional meetings or public hearings not identified in this proposal will be considered
additional services.
13.All documents and products developed under this agreement shall remain the property of Norris Design until
all fees have been paid in full. Norris Design reserves the right to request the return of any documents or
products from the Client, municipal governments or other third party entities if fees have not been paid in
full. Norris Design shall retain full ownership of all documents and products that have not been paid for
under the terms of this agreement.
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14.The Client shall have the rights to utilize documents and products, provided under this agreement, for their
intended purpose once all fees have been paid in accordance with this agreement.
15.If the Client utilizes any documents or products covered under this agreement, the Client acknowledges that
they have reviewed and understand the information conveyed within said document or product.
16.Any documents or products developed under this agreement by Norris Design shall only be utilized by the
Client or their successors for the project or for services, which have been contracted. The Client or their
successors shall not utilize these documents or products on other projects or provide these documents or
products to others for use on other projects.
17.Norris Design maintains a policy of supplying single layered graphics files and videos for the client’s
unrestricted use and retaining the layered files and 3D models under intellectual property rights.
18.Norris Design shall not be responsible for any harm to the Client or their successors if documents or
products developed under this agreement are utilized in ways that they are not intended. This includes, but
is not limited to, preliminary level designs being utilized for entitlement documents, entitlement level
documents being utilized for construction and revisions to construction documents that are not performed by
Norris Design.
19.Norris Design shall not be responsible for any harm to the Client or their successors if the Client or their
successors direct the recipient of any documents or products to deviate from the direction or purpose of the
information provided in said document or product.
20.Norris Design shall not be responsible for information provided to Norris Design by the Client or other
project team members not subcontracted by Norris Design. Norris Design assumes no responsibility for the
accuracy of such information or services and shall not be liable for errors or omissions therein unless
specifically contracted to review and verify the accuracy of such information.
21.Norris Design reserves the right to utilize any documents or products developed under this agreement for
marketing and promotional purposes. The Client may restrict Norris Design in the use of these documents
or products upon written notice to Norris Design prior to development of these documents or products.
22.Either party may terminate this agreement upon 30 days written notice to the other. Upon termination Norris
Design will provide Client all task items billed and paid for and Client shall pay all fees and costs for tasks
completed at time of termination.
23.If any part of this agreement shall be held unenforceable, the rest of this agreement shall nevertheless
remain in full force and effect.
B. Specific Terms
1.Any project schedule(s) included in this scope of work will only be used to guide the team during the
process based on the best information available to the team. Milestone dates on the project schedule will be
identified as goals for the team to attain. Periodic changes to the schedule are typical and should be
anticipated by the client. Due to circumstances beyond control, Norris Design does not guarantee that
specific dates on the schedule will be met.
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C. Standard Hourly Rates (ref Figure 1 for Hourly Rates per Discipline)
Principal $ 120.00 - $ 170.00/Hour
Senior Staff Member $ 90.00 - $ 120.00/Hour
Staff Member $ 70.00 - $ 90.00/Hour
Clerical $65.00/Hour
Figure 1 – Standard Hourly Rates Per Discipline
Hourly Rates per Discipline Principal PM Support
Norris Design $160.00 $125.00 $85.00
Principal PM Support
BRS Architecture $205.00 $190.00 $115.00
Principal PM Support
Toole Design $182.60 $197.84 $128.45
D. Fee Schedule (ref Figure 2.)
Figure 2 – Fee Schedule Breakdown Table Per Discipline
La Zona Civic Campus
Discipline
Discipline
Subtotal
Norris Design $45,299
BRS Architecture $38,800
Toole Design $15,900
Hourly Max $ 99,999
Note: All fees from subconsultants are passed through
at cost. All tasks shall be billed hourly on a not to
exceed basis. Above fees exclude reimbursable
expense.
E. Acceptance and Agreement
Norris Design shall provide the services described within the Scope of Work per the Fee Schedule as identified
in this proposal. The undersigned shall provide payment based on the Agreement Qualifications and the Terms
and Conditions as identified in this proposal.
If the conditions of this contract are acceptable, please sign and return a copy for our files. We look forward to
working with you on this project.
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EXHIBIT B
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