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04-15-2008 CAMP DRESSER & MCKEE ENGINEER SERVICES AGREEMENT FOR PUBLIC WORKS FACILITIES DESIGNAgreement Between Town of Avon and Camp Dresser & McKee Inc. THIS IS AN AGREEMENT made as of April 15th, 2008 between Town of Avon, Colorado ("OWNER") and Camp, Dresser and McKee, Inc. ("ENGINEER"). OWNER intends to construct public works and transit operations facilities for the purposes of improving administrative and operational functions on Town of Avon owned property (the "Project"). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance or furnishing of services by ENGINEER with respect to the Project and the payment for those services by OWNER as set forth below. Execution of this Agreement by ENGINEER and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above written with the Services described in Article 1 below. This Agreement will become effective on the date first above written. ARTICLE 1 - SCOPE OF SERVICES 1.1 ENGINEER agrees to perform for OWNER services as described in Exhibit B (hereinafter referred to as "Services") in accordance with the requirements outlined in this Agreement. 1.2 This Agreement acts as a Notice of Award and authorizes commencement of the planning-phase professional services for the Public Works and Transportation Facilities project specified in Exhibit B. A separate written Notice to Proceed from the OWNER is required to initiate work on this project. Additional services on subsequent phases of this project can be initiated only upon receipt by the ENGINEER of a written Notice to Proceed provided by the OWNER for subsequent phases. ARTICLE 2 - TIMES FOR RENDERING SERVICES 2.1 The specific time period for the performance of ENGINEER's Services are set forth in Exhibit B. 2.2 If the specific periods of time for rendering services or specific dates by which services are to be completed are changed through no fault of ENGINEER, the rates and amounts of compensation provided for herein shall be subject to change order. If OWNER has requested changes in the scope, extent, or character of the Project, the time of performance and compensation for ENGINEER's services shall be adjusted equitably. 2.3 If ENGINEER's services are delayed or suspended in whole or in part by OWNER for more than three months through no fault of ENGINEER, ENGINEER shall be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, among other things, reasonable costs incurred by ENGINEER in connection with such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised ARTICLE 3 - OWNER'S RESPONSIBILITIES OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER and shall bear all costs incident thereto: 3.1 Pay the ENGINEER in accordance with the terms of this Agreement. 3.2 Designate in writing a person to act as OWNER's representative with respect to the services to be performed or furnished by ENGINEER under this Agreement. Such person will have complete authority Town of Avon and CDM - 4/1/2008 to transmit instructions, receive information, interpret, and define OWNER's policies and decisions with respect to ENGINEER's services for the Project. 3.3 Provide all criteria and full information as to OWNER's requirements for the Project, including, as applicable to the Services, design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 3.4 Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and, as applicable to the Services, any other data relative to design or construction of the Project, all of which ENGINEER shall be entitled to rely upon. 3.5 Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of ENGINEER's Services or any defect or conformance in ENGINEER's Services or in the work of any Contractor. 3.6 Bear all costs incident to compliance with the requirements of this Article 3. ARTICLE 4 - PAYMENTS TO ENGINEER FOR SERVICES 4.1 Methods of Payment for Services of ENGINEER. 4.1.1 OWNER shall pay ENGINEER for Services performed or furnished under this Agreement or as described in Exhibit B. 4.1.2 Invoices for Services will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted to OWNER by ENGINEER at least monthly. Invoices are due and payable within thirty (30) days upon receipt and approval by the OWNER. The OWNER shall notify the ENGINEER within ten (10) days of receipt if the invoice is not approved by the OWNER for whatever reason. 4.1.3 If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after approval of ENGINEER's invoice therefor, the amounts due ENGINEER will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and, in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. Payments will be credited first to interest and then to principal. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. OWNER agrees to pay ENGINEER all costs of collection including but not limited to reasonable attorneys' fees, collection fees and court costs incurred by ENGINEER to collect properly due payments. ARTICLE 5 - GENERAL CONDITIONS 5.1 Standard of Care The standard of care for all professional engineering and related services performed or famished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar conditions at the same time and in the same locality. 5.2 Opinions of Probable Construction Cost ENGINEER's opinions of probable Construction Cost, as applicable to the Services, provided for herein are to be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's Town of Avon and CDM - 4/1/2008 best judgment as an experienced and qualified professional engineer generally familiar with the construction industry. However, since ENGINEER has no control over the cost of labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, or when the Project will be constructed ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator. 5.3 Terminatinn The obligation to provide further services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substantial failure by the other party to perform in accordance with the terms thereof through no fault of the terminating party. In the event of any temunation, ENGINEER will be paid for all services rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination. 5.4 Use of Documents 5.4.1 All Documents are instruments of service in respect to this Project, and ENGINEER shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the ENGINEER) whether or not the Project is completed. 5.4.2 OWNER may rely upon that data or information set forth on paper (also known as hard copies) that the OWNER receives from the ENGINEER by mail, hand delivery, or facsimile, are the items that the ENGINEER intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by the ENGINEER to the OWNER are furnished only for convenience, not reliance by the OWNER. Any conclusion or information obtained or derived from such electronic files will be at the OWNER's sole risk. In all cases, the original hard copy of the documents takes precedence over the electronic files. 5.4.3 Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the OWNER agrees that it will perform acceptance tests or procedures within 60 days, after which the OWNER shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the ENGINEER. 5.4.4 When transferring documents in electronic media format, the ENGINEER makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the ENGINEER. 5.4.5 OWNER may make and retain copies of documents for information and reference in connection with use on the Project by OWNER. ENGINEER grants OWNER a license to use the Documents on the Project, extensions of the Project, and other projects of OWNER, subject to the following limitations: (1) OWNER acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by ENGINEER, or for use or reuse by OWNER or others on extensions of the Project or on any other project without written verification or adaptation by ENGINEER; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by ENGINEER, as appropriate for the specific purpose intended, will be at OWNER's sole risk and without liability or legal exposure to ENGINEER or to ENGINEER's Consultants; (3) OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification without written verification, completion, or adaptation by Town of Avon and CDM - 4/1/2008 ENGINEER; (4) such limited license to OWNER shall not create any rights in third parties. 5.4.6 If ENGINEER at OWNER's request verifies or adapts the Documents for extensions of the Project or for any other project, then OWNER shall compensate ENGINEER at rates or in an amount to be agreed upon by OWNER and ENGINEER. 5.5 Controlling Law This Agreement is to be governed by the law of the principal place of business of OWNER. 5.6 Mutual Waiver of Consequential Damages Notwithstanding any other provision of this Agreement to the contrary, neither party including their officers, agents, servants and employees shall be liable to the other for lost profits or any special, indirect, incidental, or consequential damages in any way arising out of this Agreement however caused under a claim of any type or nature based on any theory of liability (including, but not limited to: contract, tort, or warranty) even if the possibility of such damages has been communicated. 5.7 Limitation of Liability In no event shall ENGINEER's total liability to OWNER and/or any of the OWNER's officers, employees, agents, contractors or subcontractors for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to this agreement from cause or causes, including, but not limited to, ENGINEER's wrongful act, omission, negligence, errors, strict liability, breach of contract, breach of warranty, express or implied, exceed the total amount of fee paid to ENGINEER under this agreement or $50,000, whichever is greater. 5.8 Successors and Assigns 5.8.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 5.8.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 5.8.2. Neither OWNER nor ENGINEER may assign, sublet or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 5.8.3. Unless expressly provided otherwise in this Agreement: 5.8.3.1. Nothing in this Agreement shall be construed to create, impose or give rise to any duty owed by ENGINEER to any Contractor, Subcontractor, Supplier, other person or entity, or to any surety for or employee of any of them, or give any rights in or benefits under this Agreement to anyone other than OWNER and ENGINEER. 5.8.3.2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. 5.9 Notices Town of Avon and CDM - 4/1/2008 Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears on the signature page to this Agreement (as modified in writing from time to time by such party) and given personally, by registered or certified mail, return receipt requested, by facsimile, or by a nationally recognized overnight courier service. All notices shall be effective upon the date of receipt. 5.10 Severability Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 5.11 Changed Conditions If concealed or unknown conditions that affect the performance of the Services are encountered, which conditions are not ordinarily found to exist or which differ materially from those generally recognized as inherent in the Services of the character provided for under this Agreement or which could not have reasonably been anticipated, notice by the observing party shall be given promptly to the other party and, if possible, before conditions are disturbed. Upon claim by the ENGINEER, the payment and schedule shall be equitably adjusted for such concealed or unknown condition by change order or amendment to reflect additions that result from such concealed, changed, or unknown conditions. 5.12 Environmental Site Conditions It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to Constituents of Concern, as defined in Article 6. If ENGINEER or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern as defined in Article 6, then ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: (1) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern, and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of ENGINEER's services under this Agreement, then the ENGINEER shall have the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days' notice. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous substances, so defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with ENGINEER's activities under this Agreement. 5.13 Insurance ENGINEER shall procure and maintain insurance for protection from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property. 5.14 Discovery ENGINEER shall be entitled to compensation on a time and materials basis when responding to all Town of Avon and CDM - 4/1/2008 requests for discovery relating to this Project and to extent that ENGINEER is not a party to the lawsuit. 5.15 Nondiscrimination and Affirmative Action In connection with its performance under this Agreement, ENGINEER shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, sexual orientation or affectional preference, national origin, ancestry, citizenship, physical or mental handicap or because he or she is a disabled veteran or veteran of the Vietnam era. ENGINEER shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, age, sex, marital status, sexual orientation or affectional preference, national origin, ancestry, citizenship, physical or mental handicap or because he or she is a disabled veteran or veteran of the Vietnam era. Such actions shall include recruiting and hiring, selection for training, promotion, fixing rates or other compensation, benefits, transfers and layoff or termination. 5.16 Force Majeure Any delays in or failure of performance by ENGINEER shall not constitute a default under this Agreement if such delays or failures of performance are caused by occurrences beyond the reasonable control of ENGINEER including but not limited to: acts of God or the public enemy; expropriation or confiscation; compliance with any order of any governmental authority; changes in law; act of war, rebellion, terrorism or sabotage or damage resulting therefrom; fires, floods, explosions, accidents, riots; strikes or other concerted acts of workmen, whether direct or indirect; delays in permitting; OWNER's failure to provide data in OWNER's possession or provide necessary comments in connection with any required reports prepared by ENGINEER, or any other causes which are beyond the reasonable control of ENGINEER. ENGINEER's scheduled completion date shall be adjusted to account for any force majeure delay and ENGINEER shall be reimbursed by OWNER for all costs incurred in connection with or arising from a force majeure event, including but not limited to those costs incurred in the exercise of reasonable diligence to avoid or mitigate a force majeure event. 5.17 Waiver Non-enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 5.18 Headings The headings used in this Agreement are for general reference only and do not have special significance. 5.19 Subcontractors ENGINEER may utilize such ENGINEER's Subcontractors as ENGINEER deems necessary to assist in the performance of its Services. 5.20 Coordination with Other Documents It is the intention of the parties that if the ENGINEER's Services include design then the Standard General Conditions will be used as the General Conditions for the Project and that all amendments thereof and supplements thereto will be generally consistent therewith. Except as otherwise defined herein, the terms which have an initial capital letter in this Agreement and are defined in the Standard General Conditions will be used in this Agreement as defined in the Standard General Conditions. The term "defective" will be used in this Agreement as defined in the Standard General Conditions. 5.21 Purchase Order Notwithstanding anything to the contrary contained in any purchase order or in this Agreement, any purchase order issued by OWNER to ENGINEER shall be only for accounting purposes for OWNER and the pre-printed terms and conditions contained on any such purchase order are not incorporated Town of Avon and CDM - 4/1/2008 herein, shall not apply to this Agreement, and shall be void for the purposes of the Services performed by ENGINEER under this Agreement. 5.22 Dispute Resolution In the event of any dispute between the parties arising out of or in connection with the contract or the services or work contemplated herein; the parties agree to first make a good faith effort to resolve the dispute informally. Negotiations shall take place between the designated principals of each party. If the parties are unable to resolve the dispute through negotiation within 45 days, then either party may give written notice within 10 days thereafter that it elects to proceed with non-binding mediation pursuant to the commercial mediation rules of the American Arbitration Association. In the event that mediation is not invoked by the parties or that the mediation is unsuccessful in resolving the dispute, then either party may submit the controversy to a court of competent jurisdiction. The foregoing is a condition precedent to the filing of any action other than an action for injunctive relief or if a Statute of Limitations may expire. Each party shall be responsible for its own costs and expenses including attorneys' fees and court costs incurred in the course of any dispute, mediation, or legal proceeding. The fees of the mediator and any filing fees shall be shared equally by the parties. ARTICLE 6 - DEFINITIONS 6.1 Whenever used in this Agreement the following terms have the meanings indicated which are applicable to both the singular and the plural. 6.1.1 Services The services to be performed for or furnished to OWNER by ENGINEER described in this Agreement. 6.1.2 Agreement This Agreement between OWNER and ENGINEER for Professional Services including those exhibits listed in Article 7. 6.1.3 Constituent of Concern Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to [a] the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq, ("CERCLA" )l [b] the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; [c] the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); [d] the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; [e] the Clean Water Act, 33 U.S.C. §v1251 et seq.; [f] the Clean Air Act, 42 U.S.C. §§7401 et seq.; and [g] any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 6.1.4 Construction Cost - The total cost to OWNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include ENGINEER's compensation and expenses, the cost of land, rights-of-way, or compensation for or damages to properties, or OWNER's ♦ This provision is applicable for projects where ENGINEER provides Design, Bidding and/or Construction Phase Services. Town of Avon and CDM - 4/1/2008 legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to Article 3. Construction Cost is one of the items comprising Total Project Costs. 6.1.5 Documents As applicable to the Services, the data, reports, drawings, specifications, record drawings and other deliverables, whether in printed or electronic media format, provided or furnished by ENGINEER to OWNER pursuant to the terms of this Agreement. 6.1.6 Contractor - The person or entity with whom OWNER enters into a written agreement covering construction work to be performed or famished with respect to the Project. 6.1.7 ENGINEER's Subcontractor. A person or entity having a contract with ENGINEER to perform or furnish Services as ENGINEER's independent professional subcontractor engaged directly on the Project. 6.1.8 Reimbursable Expenses. The expenses incurred directly in connection with the performance or fiirnishing of Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit C. 6.1.9 Resident Project Representative - The authorized representative of ENGINEER who will be assigned to assist ENGINEER at the site during the Construction Phase. The Resident Project Representative will be ENGINEER's agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative includes any assistants of Resident Project Representative agreed to by OWNER. The duties and responsibilities of the Resident Project Representative are set forth in Exhibit B, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative" ("Exhibit B"). 6.1.10 Standard General Conditions - The Standard General Conditions of the Construction Contract (No. ) of the Engineers Joint Contract Documents Committee. 6.1.11 Total Project Costs - The sum of the Construction Cost, allowances for contingencies, the total costs of design professional and related services provided by ENGINEER and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for or damages to properties, for interest and financing charges and for other services to be provided by others to OWNER under Article 3. ARTICLE 7 - EXHIBITS AND SPECIAL PROVISIONS 7.1 This Agreement is subject to the provisions of the following Exhibits which are attached to and made a part of the Agreement: Exhibit A - Town of Avon Standard Provisions Exhibit B - Scope of Services ♦ This provision is applicable for projects where ENGINEER provides Design, Bidding and/or Construction Phase Services. Town of Avon and CDM - 4/1/2008 Exhibit C - Cost Budget and Fee Exhibit D - Exclusions and Add Services Exhibit E - Town of Avon Proposed Site Plans ■ The sections of Exhibit A govern information contained within the Articles of the Agreement in the event of discrepancies. This Agreement (consisting of Pages 1 to 9 inclusive), and the Exhibits identified above constitute the entire agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written. OWNER: ENGINEER: B arry Bro By: Robert G. Armstrong Title: Town ager Title: Vice President Date: Date: April 15, 2008 Address for giving notices: Address for giving notices: Town of Avon Camp Dresser & McKee P.O. Box 975 555 17`h Street 400 Benchmark Rd Suite 1100 Avon, CO 81620 Denver, CO 80202 Town of Avon and CDM - 4/1/2008 Exhibit A Town of Avon Standard Provisions 2.01 LIMITATIONS ON CONTRACT TYPE This contract shall be: ❑ Lump sum ® Cost plus fixed profit with a not-to-exceed cap ❑ Time and materials with a not-to-exceed cap The fixed profit for professional services shall be negotiated and established by the contract. Under no circumstances will the Town agree to a variable profit structure (e.g., cost plus a percentage of cost as profit is not an allowed contract type). The total amount to be paid (costs plus fixed profit) to the Consultant is herein referred to as the "fee". The "cost plus fixed profit" contract type shall be subject to a not-to-exceed cap as specified in Exhibit C. Additional scope of services and associated costs, beyond that defined Exhibits B and C, can be performed but require contract amendment. 2.02 CONTRACT DOCUMENTS Contract shall consist of the contract instrument as negotiated. This Part 2.0 describes general terms and conditions which are be included as part of the final contract. 2.03 SERVICES The work to be performed under this proposal consists of the furnishing of all labor, equipment, materials, expertise, tools, supplies, bonds, insurance, licenses and permits, and performing all tasks necessary to accomplish the work as it is described in Part 3.0, unless specifically excluded as agreed upon by contract negotiations. The Town reserves the right to negotiate scope and schedule to accommodate budgetary considerations (e.g., structure the consultant's contract scope to fit Avon's FY2008 and FY2009 funding capability). 2.04 DUTIES OF CONSULTANTS Consultants shall diligently undertake and perform all work required by the contract. The Consultant agrees to devote the number of persons and level of effort necessary to perform and complete the work in a timely manner. Refer to Article 5.1 of the Agreement for standards of professional care. A-1 Exhibit A Town of Avon Standard Provisions 2.05 OBTAINING DATA It shall be the Consultant's sole responsibility to obtain all additional data necessary to complete the work in a timely manner. The Town shall make any data in its possession that is relevant to the Consultant's activity, available to the Consultant upon request. Requests shall specify the type of information sought, and the period for which the data is required; however, the Consultant may not require the Town to seek reports from other agencies or to prepare original research. It shall be the Consultant's duty to discover and obtain data, research and prepare reports derived from private or public sources other than the Town. The Town does not vouch for the accuracy of any data other than its own. Data furnished by the Town shall be considered accurate only for the purpose for which it was originally gathered. The Consultant shall be solely responsible for any conclusions drawn from the data. 2.06 CHANGES The Town reserves the right to order changes in the work within the general scope of the project. The project manager or his designee shall order changes in writing. In the event the Consultant encounters circumstances which it believes warrants a change in the price, quality, quantity or method of performing work, it shall notify the project manager of the circumstances in writing. No change in work shall be undertaken until authorized in writing by the Town. Either party shall be entitled to an equitable adjustment in the contract price for changed work. It shall be the Consultant's sole responsibility to notify the project manager in advance, in writing, of any work that it considers to be changed or extra. Failure to do so, and to provide and to receive approval before processing, shall waive any claim for additional payment. 2.07 PERMITS AND RESPONSIBILITIES Prior to commencing work or performing any phase of the work, the Consultant shall, at its expense, obtain such permits or licenses as may be required by State, Federal, or Local law. Failure to obtain permits or licenses in a timely manner shall not be grounds to excuse performance or to extend contract time. In addition, the Consultant shall obtain any permission required prior to entering upon private property to perform any task required. In the event the Consultant is denied access to private property, the Consultant shall immediately notify the project manager and give the location to which access was denied, the name of the person who denied access, the reason access was denied, the reasons access was sought and any alternative site that may be used for the same purpose. The Town shall thereupon endeavor to assist the Consultant in gaining any required access. A-2 Exhibit A Town of Avon Standard Provisions 2.08 CARE OF PUBLIC AND PRIVATE PROPERTY The Consultant shall at his expense carefully protect from injury trees, shrubs, buildings, fences, utilities, structures, pipes, conduits and personal property, public or private, which may be affected by the work. The Consultant shall be liable for any damage done through its fault or that of its subcontractors and shall restore any damaged property to the same or better condition as it was prior to the Consultant's interference. Site restoration shall be required for exploratory drilling, test pits, testing and sampling, etc. necessary to complete the work unless otherwise explicitly excluded in Section 3.0. 2.09 PAYMENTS The Consultant shall invoice the Town monthly for all work done. Invoices shall itemize the work accomplished during the payment period by hours of classification and subcontractor charges to date of invoice. Approved invoices are paid within thirty days of presentation. Payment shall be only for work satisfactorily completed. 2.10 TERMINATION FOR CONVENIENCE The Town shall have the right to terminate the contract for convenience at any time prior to completion. Written notice of such termination shall be mailed to the Consultant at its address on file with the Town. Termination shall be effective ten (10) days from the date notice is mailed. Upon receipt of notice of termination, the Consultant shall immediately stop work and terminate all subcontracts. Upon either termination for convenience or curtailment, the Consultant shall be entitled to receive an amount equal to the cost of work performed to date, including the cost of terminated subcontracts provided that in no case shall the amount allowed exceed the maximum contract price plus authorized change orders. 2.11 TERMINATION FOR DEFAULT Upon failure of the Consultant to make satisfactory progress or failure to abide by the terms of the contract, or to obtain, furnish or keep in force any required permit, license, bond, or insurance, the Town shall have the right to terminate the contract for default. Written notice of termination shall be mailed to the Consultant at its address upon the records of the agency. Notice shall be effective when mailed. Upon receipt of notice, The Consultant shall immediately stop work and relinquish all project files to the Town. The Town may thereafter pursue the work or hire another consultant to do so and charge the excess cost thereof to the Consultant. A-3 Exhibit A Town of Avon Standard Provisions 2.12 DISPUTES In the event a dispute arises concerning any matter under the contract, the party wishing resolution of the dispute shall submit a request in writing to the Town Manager. The Town shall consider the request and respond in writing within ten (10) days giving findings and the reasons for them. Any person dissatisfied with the findings of the Town Manager may appeal to the Avon Town Council in writing within ten (10) days. Failure to do so waives any objection. The Town Council shall consider any matter appealed at a hearing within thirty (30) days. The decision of the Town shall be final upon matters of fact unless clearly erroneous or procured by fraud. 2.13 ASSIGNMENT OF CONTRACT The Consultant shall not assign the contract or any moneys to become due hereunder, without prior written approval of the Town of Avon. 2.14 SUBCONTRACTORS Specialty subcontractors or subconsultants may be used to perform such work as is customary in the Consultant's profession; however, reports required shall be presented by the Consultant (aka "Prime") who shall be liable for any faulty data, errors or omissions contained therein. All subcontracts for fieldwork shall contain clauses similar in form and substances to the equal opportunity, termination for convenience, insurance and labor clauses found in this proposal. 2.15 CONSULTANT'S REPRESENTATIVE The Consultant shall designate a member of its staff who is knowledgeable concerning this project and who has authority to act for the Consultant upon all matters pertaining to this agreement. The Consultant's representative or his designee shall be available by telephone to the Town during normal business hours (8:00 AM to 5:00 PM, Monday through Friday) for the duration of the work set forth in this proposal. 2.16 INSURANCE A. The Consultant shall procure and maintain the minimum insurance coverages listed in this section. Such coverages shall be procured and maintained with forms and insurers acceptable to the Town. The Consultant shall not be relieved of any liability, claims, demands, or other obligations by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. A-4 Exhibit A Town of Avon Standard Provisions B. Insurance shall be in the amounts required by the State of Colorado and the Town of Avon. In the event of a conflict, the higher level of coverage from these two authorities apply. The insurance coverages as required by the Town of Avon are as follows: 1. Workmen's Compensation insurance to cover obligations imposed by applicable laws for each employee of the Consultant engaged in the performance of work under the Agreement, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000) each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - each employee. 2. Commercial General Liability insurance with limits of TWO MILLION DOLLARS ($2,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. 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. 3. Commercial Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to each of the Consultant's owned, hired or non-owned vehicles or equipment assigned to or used in performance of the services. Each such vehicle shall be covered both on and off the work site. The policy shall contain a severability of interests provision. 4. Professional Liability Insurance for professional disciplines licensed in the State of Colorado. The Consultant shall, at its own expense, secure and maintain a policy of Professional Liability Insurance providing coverage of at least ONE MILLION DOLLARS ($1,000,000.00) for professional liability and/or errors and omissions in connection with the work to be performed by the Consultant under this Agreement. Any deductible on such policy shall not exceed TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) unless otherwise approved by the Town, and any such deductible or limit of insurance coverage available shall not relieve the Consultant of any liability to the Town for errors and omissions in connection with the work to be performed by the Consultant under this Agreement. The Consultant shall furnish evidence of such insurance to the Town in such form and at such times as the Town shall reasonably require. Evidence of the required policy shall be furnished within ten (10) days from the date this Agreement becomes effective. Failure of the Consultant to provide and maintain any required insurance under this A-5 Exhibit A Town of Avon Standard Provisions Agreement shall be considered a material breach of this Agreement. The Consultant shall require that any subconsultants it hires to perform services under this Agreement also maintain adequate Professional Liability Insurance policy, if applicable to the services they are providing to the Consultant. C. A certificate of insurance shall be completed by the Consultant's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the Town. In addition, the Town shall have the right to request and obtain copies of any insurance policies required hereunder. The certificate shall identify the Agreement and shall provide that the coverages afforded under the policies shall not be cancelled, terminated or materially changed until at least 30 days prior written notice has been given to the Town. The completed certificate of insurance shall be sent to: the Town of Avon, Attn: Patty McKenny, Town Clerk, 400 Benchmark Rd, Avon CO 81620. D. Failure on the part of the Consultant to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which the Town may immediately terminate the 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 the Consultant to the Town upon demand, or the Town may offset the cost of the premiums against any monies due to the Consultant from the Town. E. The Town reserves the right to modify the insurance coverage requirements above in the final agreement to allow for lesser coverage if, in its sole judgment, the Town determines that adequate insurance is provided with a substitute arrangement. 2.17 EEO PROVISIONS The Consultant shall comply with all applicable provisions of the Regulations of the U.S. Department of Commerce (Part 8 of Subtitle 15 of the Code of Federal Regulations) issued pursuant to the Civil Rights Act of 1964, in regard to nondiscrimination in employment because of race, religion, color, sex, handicap, or national origin. The Consultant shall comply with applicable Federal, State and Local laws, rules and regulations concerning Equal Employment Opportunity. 2.18 TERM The Term of this Agreement shall be ending June 1, 2009, unless an extension is requested by the Consultant and approved in writing by the Town. A-6 Exhibit A Town of Avon Standard Provisions 2.19 DUTIES AND OBLIGATIONS OF CONSULTANT The Consultant shall: A. Make payment promptly, as due, to all persons supplying to such Consultant, labor or material for the prosecution of the work provided for in the contract. B. Not permit any lien or claim to be filed or prosecuted against the Town on account of any labor or materials furnished. C. Pay to the Department of Revenue all sums withheld from employees pursuant to local/state statutes. 2.20 PAYMENT OF CLAIMS BY THE TOWN If the Consultant fails, neglects, or refuses to make prompt payment of any claim of labor or services furnished to the Consultant or subcontractor by any person in connection with the contract as such claim became due, the Town may pay such claim to the person furnishing the labor or services, and charge the amount of the payment against funds due, or to become due the Consultant, by reason of the contract. The Consultant reserves the right to contest or dispute such payment by the Town provided the amount of the claim is deposited with the Town pending resolution of the dispute. 2.21 COMPENSATION WHEN CONTRACT TERMNATED FOR CONVENIENCE In the event of termination of a contract for convenience of the Town, provisions shall be made for the payment of compensation to the contractor. In addition to a reasonable amount of compensation for preparatory work and for all costs and expenses arising out of termination, the amount to be paid to the Consultant: A. Shall be determined on the basis of the contract price in the case of any fully completed separate item or portion of the work for which there is a separate or unit contract price; and B. May, with respect to any other work, be a percent of the contract price equal to the percentage of the work completed. C. Shall be based upon the approved schedule of values. 2.22 INSPECTION OF PAYROLL RECORDS A-7 Exhibit A Town of Avon Standard Provisions The Consultant agrees to the following statement: the Town, or any of its duly authorized representatives, shall have access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract, for the purpose of making audit, examinations, excerpts, and transcriptions. All required records must be appropriately maintained by the consultant/vendor for three years after final payment, and all other pending matters are closed. 2.23 NOT USED 2.24 COSTS AND FEES In the event that any suit or action is commenced or arises from this proposal, each party shall bear its own costs and fees including attorney fees regardless of the outcome. This provision shall apply to the original action and any appeals. 2.25 STANDARDS OF CONDUCT No member, officer, or employees of the Town, or its designees or agents, nor member of the governing body of agency, and no other public official of agency who exercises any functions or responsibilities with respect to this contract during his/her tenure, or for one year thereafter, shall have any interest, direct or indirect, in work to be performed in connection with this contract. All contractors shall incorporate, or cause to be incorporated in all subcontracts, a provision prohibiting such interest. 2.26 PROHIBITION AGAINST EMPLOYMENT OF ILLEGAL ALIENS The agreement between the Town and the proposer shall contain the following language: 1. The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or contract with a sub-contractor who knowingly employs or contracts with an illegal alien to perform work under this Agreement. Execution of this Agreement by the Contractor shall constitute a certification by the Contractor that it does not knowingly employ or contract with an illegal alien and that the Contractor has participated or attempted to participate in the Basic Pilot Employment Verification Program administered by the United States Department of Homeland Security, ('Basic Pilot Program") in order to confirm the employment eligibility of all employees who are newly hired for employment in the United States. 2. The Contractor shall comply with the following: (a) The Contractor shall confirm or attempt to confirm the employment eligibility of all employees who are newly hired for employment in the United States through participation in the Basic Pilot Program. The Contractor shall apply to participate in the Basic Pilot Program every three months until all the A-8 Exhibit A Town of Avon Standard Provisions Contractor requirements under this Agreement are completed or until the Contractor is accepted into the Basic Pilot Program, whichever occurs earlier. (b) The Contractor shall not utilize the Basic Pilot Program procedures to independently undertake pre-employment screening of job applicants. (c) The Contractor shall require each subcontractor to certify that subcontractor will not knowingly employ or contract with an illegal alien to perform work under this Agreement. 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: i. Notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving notice from the Contractor, the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (d) The Contractor shall comply with any reasonable request by the Department of Labor and Employment ("Department") made in the course of an investigation by the Department. 3. If the Contractor violates any provision hereof, the Town may terminate this Agreement immediately and the Contractor shall be liable to the Town. resulting from such termination and the Town shall report such violation by the Contractor to the Colorado Secretary of State as required by law. 2.27 ERRORS AND OMISSIONS, CORRECTION The Consultant warrants that they employ, either direct or through subcontract, design professionals who are professionally licensed in the State of Colorado for the specific engineering and architectural disciplines for which they will provide services in this project. As such, the Consultant shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, reports, and other services furnished by the Consultant under this Agreement. The Consultant shall, within additional compensation, correct or revise any of the Consultant's errors or deficiencies in the designs, drawings, specifications, reports, and/or other services immediately upon notification by the Town. The Consultant will not be responsible for correcting errors or deficiencies caused by Town staff in conjunction with the Consultant's services. A-9 Exhibit A Town of Avon Standard Provisions 2.28 TOWN'S APPROVAL The Town's approval of the designs, drawings, specifications, reports or other products of this Agreement in no way relieves the Consultant from the responsibility for technical adequacy and detailed accuracy. The Town's review, approval, acceptance of, or payment for these items shall not be construed to be a waiver of any rights by the Town under this Agreement. 2.29 OWNERSHIP OF DELIVERABLES Electronic copies of all deliverables prepared by the Consultant team will be provided to the Town in original file format and immediately become property of the Town; the Town reserves the right to use this information in any way it so desires in accordance with the exceptions stipulated below, without further compensation to the Consultant team or team firm components. Surveying, mapping, base plans, and construction drawings prepared by the Consultant team will be provided to the Town in Autocad 2007 Edition. Specifications, permitting, and planning documents shall be provided in MSWORD 2007 Edition. All deliverables shall also be provided as cohesive *.pdf files (e.g., by CD or from an eRoom or ftp site) for ease of file sharing and posting on the Town's web site. Such documents are not intended or represented to be suitable for reuse by the Town or others on extensions of the Project or on any other project. Any such reuse without written verification or adaptation by CONSULTANT and CONSULTANT's Subconsultants, as appropriate, for the specific purpose intended will be at the Town of Avon's sole risk and without liability or legal exposure to CONSULTANT, or to CONSULTANT's Subcontractors, and Town shall indemnify and hold harmless CONSULTANT and CONSULTANT's Subconsultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Notwithstanding any other provision of this Agreement between Engineer and Owner or any provision of the scope of work, work assignments, work authorizations, or any amendment issued hereunder, all of Engineer's pre-existing or proprietary information, documents, materials, computer programs, or software developed by Engineer outside of this Agreement shall remain the exclusive property of Engineer. End Exhibit A A-10 Exhibit B Scope of Services Introduction/Overview CDM, along with CDM's team member subconsultants, will provide technical services to meet the following scope of work. The scope is described in terms of consultant deliverables which will result from Town Council authorization of the project budget (Exhibit C) and initiated with a written Notice to Proceed from the Town's project manager (see page 3 for list of deliverables included in this scope). This scope is also described in terms of the entire project, to provide perspective on what will be needed in subsequent portions of work and could be authorized by contract amendment to complete the entire 3-phase, 2-site project through construction. CDM understands not to proceed without written notification from the Town on subsequent portions of the work. Based on direction by the Town of Avon and Option A from the Facility Needs Assessment (FNA), as illustrated in Exhibit E of this Agreement, the Project Phases include: Phase I (Swift Gulch Site): ■ Storage Buildings/ Awnings (or other vendor supplied structures for yard/ equipment shelter) ■ 6,000 square feet (SF) Administration building with basement level vehicular storage/ parking/ shop ■ 6,500 SF at grade Heated Vehicle/ Equipment Storage building adjacent to the existing Fleet Maintenance Facility ■ 6,500 SF Heated Vehicle/ Equipment Storage building with basement level vehicular storage/parking/shop ■ 1,000 SF Basement level Heated Vehicle/ Equipment Storage with alternate storage above ■ 1,000 SF Police Area for the impound yard ■ Decommissioning of the existing Fuel Island ■ New Transit/PW gasoline and diesel Fuel Island ■ Associated site master planning, phasing and site work ■ Covered cinder storage and loadout facility ■ Culvert design to convey Swift Gulch drainage Phase II (Village Site): ■ 2,000 SF Parks and Recreation Building (ultimately for Phase IIb) to be used in the interim as a transit operations building (during Phase IIa) during temporary operations during construction of the Bus Depot. ■ 3,000 SF Heated Vehicle/Misc Storage building ■ 2,200 SF Parks Garage ■ Parks Fuel Island ■ (1) 30 x 20 vendor supplied greenhouse B-1 Exhibit B Scope of Services ■ Associated site master planning, phasing and site work for both temporary transit operations and permanent Parks and Rec operations. Phase III (Swift Gulch Site): ■ Bus Depot and Bus Wash/Detail complex suitable for 30 to 40 buses but expandable to accommodate up to 20 to 30 additional buses ■ Sub surface parking garage to accommodate approximately 99 POVs ■ Associated site master planning, phasing and site work. Proposed future amendments to this agreement follow the phasing and staging described above and as directed by Town of Avon staff. Following is a proposed schedule of amendments as they relate to the aforementioned phasing: Project Contracting Plan Contract # Description Anticipated NTP Date Original Schematic Design; EIR; Swift Gulch geotechnical; Swift Gulch Agreement survey; Swift Gulch debris flow analysis; Solar power 4/8/2008 feasibilit ;LEED Sustainabilit Merit Analysis Amendment Design Development, Village site geotechnical and survey; 6/15/2008 1 (future) Solar Panel pilot assistance; LEED authority designation Amendment 2 (future) Construction documents to 100% for Phase I January 2009 Amendment Bid assistance and construction management services for Spring 2009 3 (future) Phase I; LEED documentation through construction Amendment Construction Documents to 100% for Phases II and III; LEED Spring 2009 4 (future) documentation through construction Amendment Bid assistance and construction management services for 5 (future) Phase II; LEED documentation through construction (as Spring 2010 needed) Bid assistance and construction management services for Amendment Phase III; LEED documentation through construction (as Spring 2011 6 (future) needed) Construction Plan Summa Construction Phase Work Content Period I Swift Gulch Facilities, Upper Site Area Apr '09 to ' Dec 09 II Village Site Facilities Jul '10 to ' Nov 10 III Swift Gulch Facilities, Lower Site Area Apr'11 to Dec'12 B-2 roject Task Summary including Deliverables, i 3 i x , Meetings, Presentations, and QA Schedule u gg 2 =i a u~ w 2 ` Q ° a Deliverables Task I - Program Development and Schematic Design (SD) i ar;,p { 3 t r'~jl aK r i -r i 7Y ^1- . ' S f 1 -.Yt j~'• I ~...r O t:3rr Task 2 - Stunt Gblal Survey 1 Task 3 - SwiftGulch Geotechnical Task d-- Environmental Impact Report (EIR) and Documentation wn'ntai an t t Tasks -Design.. Development (00) ya!! ; tu'eSS 1 Task 6-LEED Services and Documentation Task O:a -:.E "D c?tqvkt%t. as auto! SD wxj CD a4~.b-J-'..C'"~:.~N`n)l5['St`t1 y. P?ult LbssyaaLk%n 2f lh .;EE~LUtP1 •.."~Ry i{~:?1Ct~ Task 7 -Village Site survey Task 8-lillage-Sile Geotechn'rcal 4 a.il Wtin s al!d ge`csh-::ai x--:u~nn•e-;lain5 1 Task .9--Geotechlncal Debris Flaw Analysis Ir, Task 10 - Solar Panel Feasibility Analysis Lait Ma r<i,^.at'r:,,3s;t Task i t -Solar Panel Pilot Program Assistance C: aa;Tc . zi ,=PC4icrs as s,rc.m, * NOTE: Tasks 5, 7, 8, and 11 were deleted from scope upon award of the initial contract. Such services and deliverables can be provided by Consultant through contract amendment. End Exhibit B B-1 Exhibit C Cost Budget Summary Task Description Budget Base Project ® 1 Schematic Design (all Phases) $ 395,860 ® 2 Site Surveying (SG site) $ 12,140 ® 3 Geotechnical Investigations (SG site) $ 23,000 ® 4 Environmental Impact Report $ 34,100 ® X Contingency $ 34,900 Base Project Budget $ 500,000 Optional Ad-Services 5 Design revel^'^' ent (Swift Gulch + 4 $ 266,200 ® 6 LEED - Sustainability Merit Analysis $ 46,200 -7 Site SuPi,,ying (Vd4 ge site) $ 8,5 08 8 Geeter=hpdeal investigations (Village site) $ 6,500 ® 9 Geotechnical Debris Flow Analysis $ 3,500 ® 10 Solar Panel Feasibility Analysis $ 63,910 44 Total Base Project + Ad-Services 6, 9, 10 $ 613,610 8'YT91Gr Checked boxes above indicate that the task item has been included in the final approved Agreement by Town Council as the "not-to-exceed" limit (unchecked boxes indicate that the task work is NOT included). Budgets do not include costs for preparation of construction documents. All tasks will be billed to the Town of Avon at cost plus a pro-rated portion of the total fixed profit ($58,000, which is included in the summary budget for line items above). Invoices will pro-rate the fee over the course of the work based on progress to date using an invoice format and profit calculation method that is acceptable to both the Town and CDM. In the event that scope is increased, budgets and fixed profit will be increased accordingly by amendment. The numbers indicated are round figures based on detailed estimates for the work to be provided. The project budget will be managed at the task and project level. CDM labor costs will be invoiced based on salary costs for professionals working on the project times the annual audited breakeven multiplier. The current breakeven multiplier is 2.82. Escalation for hourly rates is not included. The project duration is anticipated to be nine months from April '08 through December '08 such that costs will be billed monthly as incurred. C-1 TOWN OF AVON SCOPE OF WORK Exhibit C (continued) Billing Rates' CDM Billing Rates Grade 9-10 Principal/Officer $ 240 Grade 8 Senior Technical Specialist/Sr PM $ 205 Grade 7 PM/Senior Engineer/Architect/Scientist $ 185 Grade 6 Project Engineer/Architect/Scientist $ 160 Grade 5 Staff Engineer/Scientist II/Senior Designer $ 135 Grade 4 Staff Engineer/Scientist I $ 115 Grade 3 Engineer/Scientist/Designer $ 100 Grade 2 Assistant Engineer/Scientist/Drafter $ 90 Grade 1 Admin./Clerical $ 75 VAg Architects Rates Principal $ 233 Project Architect Sr. $ 148 Project Architect $ 131 Project Planner/Sr. Landscape Design $ 131 Project Architect Jr/Project Manager Sr. $ 114 Project Planner Jr/Jr. Landscape Design $ 114 Project Manager Jr. $ 91 Support Staff / Drafting $ 79 Clerical $ 45 Accounting $ 85 Western Bionomics Rates Principal $ 120 Inter-Mountain Engineering Rates Principal Engineer $ 150 Project Manager $ 130 Senior Engineer $ 120 Project Engineer $ 100 Design Engineer $ 90 Field Engineer $ 80 Surveyor $ 120 Survey Crew without GPS $ 150 2 Man Survey Crew with GPS $ 170 1 Man Survey Crew with GPS $ 140 Senior Technician $ 90 Technician $ 80 Technical Typist $ 40 Computer Processing $ 70 H-P Geotechnical Rates Principal $ 176 Project Manager $ 132 Sr Project Engineer/Geologist $ 121 Geotech Project Engineer $ 110 Staff Engineer/Geologist $ 99 Field Engineer/Tech $ 75 CADD $ 83 Word Processing/Clerical $ 61 Truck mounted drill rig $ 165 Drill rig mobilization (cost per mile) $ 4 Crew Travel (per man per hour) $ 83 Special Equipment (Cost plus 10%) * Billing Rates are subject to annual increase as appropriate to remain market-competitive. End Exhibit C C-2 Exhibit D Exclusions and Additional Services Following are services that are not included within this Scope of Services. CDM is available to provide these services in the event that they become needed by written amendment or other written authorization: ■ Redesign after Preliminary Design Development ■ Specialty landscape/wetland/stream design ■ Tree protection or arborist services of any kind ■ Construction Plans of any kind ■ Final Engineering Design of any kind ■ Construction Phase services of any kind ■ LEED compliance during construction ■ Construction Administration/ Management services of any kind ■ LEED services during construction ■ Grant support other than specified, although available, is not included ■ Design-Build coordination services, although available, are not included ■ Geotechnical borings other than those specified above ■ Logistics Plans of any kind ■ Offsite haul plans/ disposal plans of any kind ■ Value Engineering other than planned cons tructabili ty reviews ■ Traffic control, studies or MOT plans of any kind ■ Meetings other those specified above ■ CLOMR, LOMB, flood studies or Flood Line determination ■ Environmental, archeological or wetland studies other than specified above ■ Coordination for environmental permits ■ Utility locates a Revisions, submissions or resubmission based on comments or review other than specified above ■ Property dispute resolutions of any kind ■ Application for grants/funding ■ Deed research other than specified above ■ ALTA/ACSM surveys, title surveys or legal descriptions of any kind ■ Legal description or easement preparation ■ Construction layout/staking of any kind ■ Retaining wall design ■ Potholing or blind junction box location ■ Additional work as may required by the local or State DOT ■ Property line staking ■ Surveyor's Report ■ Settlement of disputes of claims due to contractor default or insolvency or discontinuation of work. ■ Wetland delineation or location ■ Offsite utility location ■ Area wide utility or stormwater studies/ evaluations End Exhibit D C-1 TOWN OF AVON SCOPE OF WORK Exhibit E Town of Avon Proposed Site Plans ALL PHASES - VILLAGE AND SWIFT GULCH (FROM THE FACILITY NEEDS ASSESSMENT DATED AUGUST '07) Phase I rn~f `09 ` a t t ; ; ; w T h: Tod+rn afi Argon Figire 3.1 w n r. ` IPublic Works Facility. Master Plan l Option 'A' Swift Gulch D-1 Exhibit E (continued) Conceptual Plan Phase II ~ i m Pi ~ ~~ti AA ee ee yy~~Z rte, r _t The Town of Avon Figure 3.2 Town ot:iwon Public Works Facility Master. Plan Option W Village FNASE r O D ci D o c ~ o Ao w m m E-1 Exhibit E (continued) Conceptual Plan Phase III r z= Y 1 _ ' a r The Town of Avon f=igure 3.1 :1 1W M S=7 Tcw~afAvan pubfit D Public Works Facility Master Plan Option 'A' Swift Gulch : ~_.:..a ay3t+.f G ~ K A E N a' 3 c ,n n t O zC D o M F ~ N in N' '7f ~ 3U m~ aq End Exhibit E E-1