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HomeMy WebLinkAboutbocc.con.381.2016 Pitkin County COU NTS Contract Cover Sheet Please complete the Contract Cover Sheet when the contract is completed and signed by ContractorNendor and Pitkin County Project Lead. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments to Procurement (procurement helplr'pitkincounty.com). Any contracts$50,000 and over will be routed for signatures to County Manager and Attorney's Office (if required)by Procurement&Contracts Manager. Contract Information Contract Number 381.2016 _ Project Name Design, Bidding, and Construction Administration Services for Phase IA and IB Contractor Mead & Hunt Budget Line Item 404.69.91410.86000 Additional Budget Line Item(s) (Please fully allocate New Contract Total) $ Contract Start Date 10/4/2016 Contract End Date 5/5/2017 Automatic Renewal Yes E NoZ _ If Construction: Retainage Yes $ or % NoZ _ If this is a new contractor, please request they complete and submit to Finance a W-9 Form. Contact Information: Department Airport Project Manager Mike Yaft Project Manager (970)429-2850 Phone Provide a brief description of the contract: Baggage Sy stein Modification Phases 1 A and IB Contract Value Summary: Original Contract Amount S 165,000.00 Previous Change Order/Amendment Amount(i[applicable) $0.00 This Change order/Amendment amount(if applicable) $0.00 New Contract Total S 165,000.00 Procurement Method: None U Informal❑ Formal U Sole Source U Emergency © Contract Renewal U Contract Type: Services/Maintenance E Construction U Goods, Equipment, Supplies U Change Order/Amendment U Other,please explain U Click here to enter text. NOTE: CLERKS OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITI I COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST. Contract#381.2016 Rev. 8.25.11jaa Budget Line Item#404.69,91410.86000 EMERGENCY PROCUREMENT FILE MEMORANDUM TO: Jon Peacock FROM: John Kinney, Airport Manager RE: TSA Baggage Screening(Mead &Hunt Phase la and 1b) DATE: 12/30/16 EMERGENCY PROCUREMENT Notwithstanding any other provision of this Code, a procurement officer may make emergency procurements when: When the County Manager has determined that the emergency procurement is necessmy because of a threat to public health,welfare, or safety. Such emergency procurement shall be made with such competition as is practicable under the circumstances(Rifkin County Procurement Code section 3-105.) The following written information shall be included in the contract file: A. Name of Emergency Incident: TSA &Airline Bag room and belt modification B. Description of Project/Purchase: TSA Screening and baggage Room Modifications C. Budget or funding source: $165000 D. Reason for Emergency Procurement: Due to the 57%increased passenger load, TSA and airlines did not have the capacity to handle checked in bags. Hundreds of checked in bags would have missed flights,workers comp claims would have increased significantly, and airlines would have most likely had to cancel flights, if we didn't do something to correct the current configuration. The airport was under a time constraint and needed to have a solution in place by December 16", Manner of County Manager/Incident Commander approval: Date: Incident Command TCounty Manager signatures Contractor(s) Contacted/Selected: Western Industrial Contractors Inc. Selected from bid received based on p ans and specifications. Aut3r ed e Signeri } AITOrjr Dt 3f' or t \Ia r Contract d 381.2016 Budget Line Itema 404.69.91410.86000 JKIN V COUNT CONTRACT FOR PROVISION OF SERVICES Design, Bidding, and Construction Administration Services for Phase 1A and 113 THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and Mead & Hunt 2440 Deming Way Middleton, Wisconsin 53562 (hereinafter"Contractor"). 1. Term. The term of this contract is from October 4, 2016 to May 5,2017. 2. Contractor's Obligations. Contractor shall: See attached Exhibit A and attached Exhibit B. 3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set out in Paragraph 2. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of $ 165,000.00 for all services rendered. By contract or amendment, the County and Contractor may reallocate the budget among project tasks if the total budget amount remains unchanged. Contractor shall invoice for the project monthly based on hours worked, with payment expected within thirty (30) days of invoice, but any payment by the County may be offset by any amount the Contractor owes the County for any reason. 4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this contract shall be the property of the County. However, Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant to this contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work publicly. Contractor shall have right to use materials produced in the course of this contract for marketing purposes and professional presentations, articles, speeches and other business purposes. 5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative. Michael Yaft will manage the project as the County's Representative. In the event that Michael Yaft is not available, Jennifer Mitchley shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this contract will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. Contract tt 381 2016 Budget Line Itemll 404.69.91410 86000 6. Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date thereof Such notice shall be given at least ten (10) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Contractor. 7. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent contractor. Contractor, and any agent, employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer his services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the basic services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. C. Contractor warrants that all work produced will conform to all applicable industry standard of care, skill and diligence in the performance of Contractor's obligations under this contract. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. g Assignability. This contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. 9. Binding Arbitration. Any disputes arising out of this contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the Pitkin County hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. 10. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto 11. Integration and Modification. 2 Contract#381.2016 Budget Line Itemfl 404.69.91410.86000 A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and the Contractor. B. The County may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. 12. Indemnity. A. The Contractor agrees to indemnify, hold harmless and,not excluding the County's right to participate, defend the County, its subsidiary,parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project„ hereinafter referred to as indemnitee, from all suits and claims, including attorney's fees and cost of litigation, actions, loss, damage, expense, cost or claims of any character or any nature arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. 13. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The County in no way warrants that the minimum limits contained herein arc sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. 3 Contract#381.2016 Budget Line Item#404.69.91410.86000 A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of liability not less than those stated below. An umbrella and/or excess liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a"following form" basis. 1. Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Employers Liability) S 500,000 S 500,000 $ 500,000 2. Commercial General Liability—ISO 1 CO 0001 form or equivalent. (With County named as an additional insured) Minimum Limits: General Aggregate S 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 1,000,000 Personal/Advertising Injury $ 1,000,000 Fire Damage(Any One Fire) $ 50,000 Medical Payments(Any One Person) S 5,000 Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Personal / Advertising Injury • Products /Completed Operations • Liability assumed under an Insured Contract(including defense costs assumed under contract) • Independent Contractors • Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2004 Edition or equivalent) 4 Contract#381.2016 Budget Line Item#404.69.91410.86000 • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037 (2004 Edition or equivalent) • The policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "County, its subsidiary, parent, associated and/or affiliated entities,successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Contractor, including completed operations". 3. Auto Liability: Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of this Contract. Minimum Limits: Bodily Injury/Property Damage(Each Accident) $ 1,000,000 4. Special Coverages (check as appropriate and insert amount): ❑(I) Performance Bond $ F(2) Professional Errors and Omissions ❑(3)Aircraft Liability ❑(4) Owner's Protective 0(5) Builder's Risk F(6) Boiler and Machinery ❑(7) Loss of Use Insurance ❑(8)Pollution Liability ❑(9) Crime, including Employee Dishonesty Coverage,or Fidelity Bond B. Proof of Insurance: 1. Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty(30) days prior written notice has been given to the County, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to (County Representative's Name& Address). If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7)days of receipt of insurers' notification to that effect. Simultaneously with the Certificates of Insurance, the Contractor shall file with the Procurement Officer a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 2. In addition, these Certificates of Insurance shall contain the following clauses: a. The contractor's insurance shall be primary and non-contributory with any insurance or self insurance purchased by the County. 5 Contract N 3812016 Budget Line hemi/404.69.91410.86000 b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles or self insured retentions in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 3. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. 14. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K. 15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this contract for a period of three (3) years after final payment under the contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the contract and applicable law. 1b. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 18. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 6 Contract#381.2016 Budget Line Itein8 404.69.91410.86000 19. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 20. Notice. Any written notice required by this contract shall be deemed delivered through any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County with copies to: Jennifer Mitchley Pitkin County Attorney's Office 0233 E. Airport Rd. Ste. A 530 E. Main Street, #302 Aspen, Colorado 81611 Aspen, Colorado 8161 I Fax (970)820-5378 Fax: (970) 920-5198 R. To Contractor: Mead & Hunt 2440 Deming Way Middleton, Wisconsin 53562 21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as amended PUI3LIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract and will confirm the employment eligibility of all employees who arc newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-I 7.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not 7 Contract it 381.2016 Budget Line Item#404.69.91410.86000 knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS 624-76.5-101. Contractor,if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this contract. 8 Contract#3812016 Budget Line limn 404.69.91410.86000 IN WITNESS WHEREOF,the patties have executed this contract as of the date first set out herein above. CONTRACTOR: Ir • — _ t TitleMilit ,� ° •ii •1C Date PITKIN 0 LINTY, C• e •ADO: ,'t Pr By: &Walk s_. _ k-›-ka- ,% . irport Director ate B III T 7-ri(U y Director Date PITKIN COUNTY, COLORADO: BY: se - — 2 County Manager Date 9 Mead 2440 leton,Wneming Way isconsin 53562 mee 73-6380 &Hunt dhun,.wm December 6, 2016 Mr. John Kinney Airport Director Aspen Pitkin County Airport 0233 E. Airport Road Suite A Aspen, CO 81611 Subject: TSA Baggage Screening Modifications Dear John: Mead & Hunt, Inc. (Mead & Hunt) is pleased to submit this proposal to provide Design, Bidding and Construction Administration services for the above-referenced project. Project Overview Aspen/Pitkin Airport is seeing growth in there flight schedule. An outfall of growth is the inability of the current baggage screening operations to screen bags in a timely fashion so all bags make flights at peak. Further, employee safety has become a concern as a significant number of bags have to be hand moved a number of times to complete the screening process. The airport desires is to increase the number of screening machines and provide more automation to resolve the issues noted above. Because the airport is in the process of planning for a new terminal they would like the solution to be as cost effective as possible since none of the modifications will be used in the new facility_ Mead & Hunt has been working with the airport and their stakeholders (TSA, airlines) to develop a concept acceptable to all stakeholder. The airport has selected Option 1 D, Exhibit B as the preferred option. Option 1D, will be completed in two parts. Phase 1A, will entail relocating the existing EDS machines to provide space for the a third EDS machine; modifications to the electrical and data systems to support three machines; relocation of the access door to the screening space; installation of roller beds (by ISA); installation of an odd size slide and door system. Phase 1A work is intended to be completed by December 16'h, 2016 to support the peak season for the Airport. Phase 1A will not automate the screening operations and will require a "bag drop'operation until Phase 1B is completed. Phase 1B, will entail completion of the baggage system to make the screening semi-automated. This work is not part of this scope and will be contracted under a separate contract. Mr. John Kinney December 6, 2016 Page 2 Project Understanding Mead & Hunt will provide professional architectural, baggage and engineering services (electrical, communication, security) in support of the project as described above. Our services in general will include evaluation of current facilities including layout, existing systems (electrical, communication, security), constraints, existing bag systems, existing TSA operations and equipment, Airport/City requirements, and production of permit drawings. Since as-built documentation is limited the contract documents will be a combination of photo documentation detailing what is to be removed or modified in combination with details to depict construction requirements. We anticipate no more than two weeks to complete documents for permit submission. We will coordinate our efforts with Airport staff, TSA and the airlines as directed by the airport. Scope of Services 1. Under a separate contract Mead & Hunt developed numerous concepts for consideration by the Airport and their stakeholders. That work resulted in a concept know as Options 1 D, Exhibit B. 2. Mead & Hunt will further developed Option 1D, based on coordination with the Airport, TSA and stakeholders. This work will include moving of TSA EDS machines (work done by TSA but must be coordinated with our efforts), new power and data for the third EDS machine, relocation of the existing power and data to support the existing EDS machines to be relocated, relocation of the door to the screening room, installation of an odd size bag slide and security door, construction coordination with Airport and TSA contractor, and construction administration to meet the December 16", 2016 operational deadline. Our work to complete these tasks will include but not be limited to: a. Site visit to confirm all existing conditions, measure and photograph existing conditions. (1 two day trip). b. Prepare design/contract documents and specifications for modifications including bag system demo, architectural, electrical, and phasing drawings. c. Meet with Airport and TSA/Airlines to review design, via conference call. d. Deliverables: • Contract Drawings and specifications e. Coordination with TSA and TSA contractor. f. Bidding services including submission of permit documents and working with Aspen\Pitkin County to secure a permit. Securing bid(s) from contract(s). Reviewing bids and making recommendations to the Airport. Contractor coordination. g. Coordination with Airport contractor. h. Construction Administration —on site each week. Schedule 1. Design to begin: October 4, 2016 2. Contract documents to he completed: November 4, 2016 3. Bidding to be completed: November 11, 2016 4. Contract award: November 18, 2016 5. Construction starts: November 21, 2016 Mr. John Kinney December 6, 2016 Page 3 6. Firsts EDS move: November 28, 2016 7. Second EDS move and installation of third EDS machine: December 5, 2016 8. Work completed: December 16, 2016 Responsibilities of ASE 1. Consultant's Scope of Services and Compensation are based on the Airport performing or providing the following: a. A designated representative with complete authority to transmit instructions and information, receive information, interpret policy, and define decisions and provide access to the project site. b. Any available data, drawings, and information related to the project including as-built drawings of the existing facility. c. Review of draft plans and specifications within one week of receipt. d. Protection of Mead 8 Hunt-supplied digital information or data, if any, from contamination, misuse, or changes. Work Not Included in the Scope of Services 1. The following items are excluded from this agreement but can be provided by the Consultant as an Additional Service only as authorized the Airport a. Fees related to Building permits b. Phase 1B work to be under a separate task order. c. Phase II work (outbound systems after baggage screening) to be under a separate task order. 2. Additional services not listed in this scope of work. Compensation Mead 8 Hunt will be compensated for our professional services for a lump sum amount, including expenses as indicated below: i. Design Services including planning and coordination with Stakeholders 1. $40,000 (forty thousand dollars and no cents) ii. Bidding Services 1. $11,000 (eleven thousand dollars and no cents) iii. Construction Administration Services (on site each week) 1. $27000 (twenty-seven thousand dollars and no cents) iv. Total fee 1. $78,000 (seventy-eight thousand dollars and no cents) Mr. John Kinney December 6, 2016 Page 4 Authorization The Scope of Services and Compensation stated in this proposal are valid for a period of thirty(30) days from date of submission. If authorization to proceed is not received during this period, this proposal may be withdrawn or modified by Mead & Hunt. Signatures of authorized representatives of Aspen Pitkin Airport and Mead & Hunt shall convert this proposal to an Agreement between the two parties, and receipt of one signed copy shall be considered authorization to proceed with the work described in the Scope of Services. All services shall be performed in accordance with the General Terms and Conditions for Engineering, Architectural, or Consulting Services which is attached hereto and made part of this Agreement and labeled as Exhibit A. We appreciate the opportunity to submit this proposal to Aspen Pitkin Airport. Respectfully submitted, MEAD & HUNT, Inc. V !' David Mason, NCARB Vice President Attachment Accepted by: Approved by. MEAD & HUNT, INC. By: By: AL—Th Name: Name: David Mason Title: Title: Vice President The above person is authorized to sign for Client and bind the Client to the terms hereof Date: Date: 112.6.16 Mead & Hunt, Inc. General Terms and Conditions ("General Terms") for Engineering, or Consulting Services Colorado 1. Receipt of the attached signed Contract(Contracts, Proposal, or Letter) Inc.to the Client during the 12-month period prior to the date of the last will be considered written authorization to proceed. bill being first submitted to the Client. 2. Mead& Hunt, Inc.will bill the Client monthly, according to the payment 8. Mead& Hunt, Inc. and the Client agree that the ultimate liability for method set forth in the Contract,with net payment due within thirty(30) contaminants or pollutants regardless of its source, and for the actual, days. Past due balances shall be subject to an interest charge at a rate alleged, or threatened discharge, dispersal, release, or escape of of 1% per month. In addition, Mead& Hunt, Inc. may, after giving ten pollutants, mycotoxins, spores. smoke, vapors, soot, fumes, mold, (10)days'written notice,suspend service under any agreement until the acids,alkalis,toxic chemicals,mildew, liquids or gases,waste materials Client has paid in full all amounts due it for services rendered and or other irritants,contaminants or pollutants into or upon land,buildings, expenses incurred, including the interest charge on past due invoices. the atmosphere, or body of water shall remain with the Client; and the The fees or rates stated in the attached contract does not include any responsibility and/or liability for any of the foregoing and for the applicable state and local sales or use taxes or gross receipts taxes. ownership and maintenance of any toxic, hazardous, or asbestos Any such taxes shall be the sole responsibility of the Client to pay. materials relating to the project shall remain with the Client. 3. The fees and scope of services stated in the attached document 9. Client and Mead &Hunt, Inc. shall not, during the term of the Contract constitute an estimate of the fees and tasks required to perform the or after the termination of the Contract for a period of one year disclose services as defined. For those projects involving conceptual or process any Confidential Information to any person or entity, or use any development service,activities often cannot be fully defined during initial Confidential Information to any person or entity, or use any Confidential planning.As the project progresses,facts uncovered may also reveal a Information for the benefit of Client or Mead & Hunt, Inc. as the case change in direction which may alter the scope. If the Client requests may be, or any other person or entity, except with the prior written modifications or changes in the scope of the project,the time of consent of Mead & Hunt, Inc. or the Client, as the case may be, or as performance of Mead&Hunt,Inc's services and the fees shall be required by law. The term "Confidential Information'means information adjusted before Mead&Hunt,Inc.undertakes the additional work.Mead marked or designated by Mead&Hunt,Inc.or the Client as confidential. &Hunt, Inc.is not acting as a Municipal Advisor as defined by the Dodd Confidential Information includes, but is not limited to, ideas, Frank Act. specifications, techniques, models, data, programs, documentation, processes.know-how,and financial and technical information. 4. The Client shall be liable for and shall indemnify and hold Mead&Hunt, Inc. harmless for all costs and damages incurred by Mead& Hunt, Inc. 10. Termination of the Contract by the Client or Mead& Hunt. Inc. with or for delays caused in whole or in part by the Client's interference with without cause,shall be effective upon ten(10)days'written notice to the Mead&Hunt, Inc.'s ability to provide services, including. but not limited other party. The written notice may or may not include the reasons and to, the Client's failure to provide specified facilities or information, or details for termination. Mead& Hunt, Inc. will prepare a final invoice inaccuracies in documents or other information required to be provided showing all charges incurred through the date of termination; payment by the Client to Mead&Hunt, Inc. Mead &Hunt, Inc.reserves the right is due as stated in Paragraph 2. If the Client breaches the Contractor if to renegotiate the contract because of any unforeseen delays caused by the Client fails to carry out any of the duties contained in these General events beyond Mead & Hunt, Inc.'s control, such as funding for the Terms, Mead& Hunt, Inc. may, upon ten (10) days' written notice, project. suspend services without further obligation or liability to the Client. 5. The Client agrees to provide such legal, accounting and insurance 11. Mead & Hunt, Inc. may release data, models, plans, CAD files, and/or counseling services as may be required for the project. drawings electronically or by any other means to any other party 6. Mead& Hunt, Inc. will maintain insurance coverage for: worker's involved in the project; and if such release is not provided for in the compensation, general liability, automobile liability, and professional Scope of Services, fees may be adjusted before the documents are liability. Mead& Hunt, Inc. will provide information as to specific limits prepared for electronic submittal. Data and image files, both electronic and hard copy (hereinafter "files") are pal of Mead & Hunt. Ines upon written request. If the Client requires coverages or limits in additionins to those that Mead & Hunt currently has in effect as of the date of the for the ents of service and shall not be used for any purpose other than agreement, premiums for additional insurance shall be paid by the for the described project. Any reuse of files or services pertaining to Client this project or any other project shall be at the Client's sole risk and without liability or legal exposure to Mead & Hunt, Inc. Mead & Hunt, 7. The limit of liability of Mead & Hunt, Inc. (including its current or former Inc. makes no representation as to compatibility of electronic files with heliitemployees, officers, directors,& ur t, Inc.shareholders) to the Clinfor any the Client's hardware or software. Differences may exist between these electronic files and corresponding hard-copy documents. Mead&Hunt, damages will be for a period of twelve (12) months from the date of the Inc. makes no representation regarding the accuracy or completeness last bill from Mead & Hunt, Inc. being first submitted to the Client of the electronic files provided. In the event that a conflict arises regardless of whether or not such bill was paid by Client, and the extent between the signed or sealed hard-copy documents prepared by any liability including all damages (direct consequential, indirect! Mead& Hunt, Inc. and the electronic files, the signed or sealed hard- incidental, or other damages). claims, costs, expenses and legal fees of copy documents shall govern. Because information presented on the Mead & Hunt, Inc. (including its current or former employees, officers, electronic files can be modified, unintentionally or otherwise, Mead& directors,or shareholders)and its sub-consultants to the Client or any and Hunt, Inc. reserves the right to remove all indicia of ownership and/or all third parties is limited to the amount of the fees billed by Mead&Hunt, involvement from each electronic display. Under no circumstances CO General Terms and Conditions 1-16 Page 1 of 2 Mead&Hunt,Inc. Copyright©Mead&Hunt.Inc. (No copying or use without written permission) shall delivery of the files for reuse be deemed a sale by Mead&Hunt, Inc. even if such claim arises out of and/or has been caused in whale or in and Mead&Hunt, Inc. makes no warranties,either express or implied,of part by negligence on the part of Mead&Hunt, Inc.'s current or former merchantability and fitness for any particular purpose. In no event shall employees, officers, directors or shareholders. Therefore, Mead&Hunt, Inc.be liable for any loss of profit,delayed damages,or any notwithstanding anything to the contrary contained herein, the Client consequential damages as a result of reuse or changes to files or any agrees that the Client's sole and exclusive remedy, for any breach of data therein. contract or any negligent performance of services in connection with this agreement shall be a claim against Mead & Hunt, Inc., and any 12. Mead& Hunt, Inc. will provide services in accordance with ordinary claim, demand, suit, or judgment shall be asserted only as against generally accepted standards of professional practices. Mead& Hunt, Mead & Hunt, Inc.'s corporate entity, and not against any of Mead & Inc. disclaims all warranties and guarantees, express or implied. The Hunt, Inc.'s current or former employees, officers, directors, or parties agree that this is a contract for professional services and is not shareholders, and the Client covenants not to sue these individuals. subject to any Uniform Commercial Code. Similady, Mead&Hunt, Inc. Each of Mead & Hunt, Inc.'s current and former employees, officers, will not accept those General Terms offered by the Client in its purchase directors or shareholders are made express beneficiaries of this order, requisition, notice of authorization to proceed, or any other Paragraph. contractual document except as set forth herein or expressly agreed to in 19. None of the rights and/or obligations of either party hereunder may be writing. Written acknowledgment of receipt or the actual performance ofassigned except with the prior written consent of the other party, and services subsequent to receipt of such other contractual document is any attempted assignment without such consent shall be void. specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. Nothing in the Contract 20. The limitations and indemnity provided herein shall not apply to the and/or General Terms is intended to create, nor shall it be construed to willful or intentional acts of Mead & Hunt. Inc. or its employees, create,a fiduciary duty owed by either party to the other party. shareholders, officers, or directors. The Client acknowledges and agrees that it has had an opportunity to negotiate with respect to the 13. Mead&Hunt, Inc.cannot and does not guarantee that proposals,bids or limitations of the General Terms and understands and agrees that if actual project or construction costs will not vary from the actual and/or those Paragraphs were not included herein the fees for the services final project or construction costs or that the project or construction costs provided in connection with the General Terms and Contract would be will not vary from the final costs of the project. The Client agrees to significantly higher. The Client further acknowledges that it is a indemnify and to hold Mead&Hunt, Inc. harmless for any claim arising sophisticated party with experience in the acquisition of design services. out of or related in any way to project or construction costs even if such 21. If a dispute arises out of or relates to the Contract and/or General claim arises out of and/or has been caused in whole or in part byTerms,or its breach,the parties shall endeavor to settle the dispute first negligence on the part of Mead&Hunt, Inc. through direct discussions. If the dispute cannot be settled through 14. If the Client is a municipality or state authority or any government direct discussions, the parties shall endeavor to settle the dispute by authority/agency. the Client agrees to indemnify and hold harmless mediation. If mediation is unsuccessful, then the parties may exercise Mead& Hunt, Inc. for all claims arising out of or related in any way to their rights at law. acts done by Mead& Hunt, Inc. in the exercise of legislative or quasi- 22. If any term or provision of this Contract is held unenforceable,then such legislative functions. provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall remain in full force. 15. Neither the Contract nor these General Terms shall be construed as imposing upon or providing to Mead& Hunt, Inc. the responsibility or 23. Nothing contained in the Contract or the General Terms shall create a authority to direct or supervise construction means, methods, contractual relationship with or a cause of action in favor of a third party techniques, sequence, or procedures of construction selected by the against Mead & Hunt, Inc. Mead & Hunt, Inc.'s services under the contractors or subcontractors or the safety precautions and programs Contract are being performed solely for the Clients benefit, and no incident to the work of the contractors or subcontractors. other party or entity shall have any claim against Mead & Hunt, Inc. because of the Contract or General Terms or the performance or 16. Mead& Hunt, Inc. shall not be liable, in contract or tort or otherwise, for nonperformance of services hereunder. any special, indirect, consequential, or liquidated damages including specifically, but without limitation, loss of use, loss of profit or revenue, 24. The General Terms and the Contract shall be construed and interpreted loss of capital, delay damages, loss of goodwill, claim of third parties, or in accordance with the laws of the state of Wisconsin.No action may be similar damages. Mead&Hunt, Inc.shall not be liable for any loss due to brought except in the state of Wisconsin. terrorism. 25. Each provision of this agreement which contains an 17. The Contract and these General Terms contains the entire understanding indemnification obligation is hereby amended to limit such between the parties on the subject matter hereof and no representations, indemnification obligation so as not to exceed the amount and/or inducements, promises or agreements not embodied herein shall be of extent of such obligations permitted by applicable law including any force or effect, and these General Terms supersedes any other prior the limitations provided by C,R.S.A. § 13-21-111.5(6). as understanding entered into between the parties on the subject matter applicable. hereof. The Contract and General Terms do not create any benefits for any third party. No waiver of compliance with any provision or condition hereof shall be effective unless agreed in writing duly executed by the waiving party. 18. The parties agree that Mead&Hunt, Inc.'s services in connection with the Contract and General Terms shall not subject any of Mead &Hunt, Inc.'s current or former employees, officers, directors or shareholders to any personal legal liability for any breaches of this agreement or for any negligence in performing any services in connection with this agreement CO General Terms and Conditions 1-16 Page 2 of 2 Mead&Hunt, Inc. Copyright©Mead&Hunt.Inc. (No copying or use without written permission) cb a= _i 1 1 1 1 ►,� - = 6 -n a ams _nil ,� Q n 3� i' i Eu as �I u =f1 II 5n I Ti I O II TJ$ $! • ■ MI ii °"‹ s ■ i� \ j� i� Mead2G4d6etonDem WlWiWay Mi40 scansln 53562 608-273-6380 alunt meadhunt.com December 9, 2016 Mr. John Kinney Airport Director Aspen Pitkin County Airport 0233 E. Airport Road Suite A Aspen, CO 81611 Subject: TSA Baggage Screening Modifications Dear John: Mead & Hunt, Inc. (Mead & Hunt) is pleased to submit this proposal to provide Design, Bidding and Construction Administration services for the above-referenced project. Project Overview Aspen/Pitkin Airport is seeing growth in there flight schedule. An outfall of growth is the inability of the current baggage screening operations to screen bags in a timely fashion so all bags make flights at peak. Further, employee safety has become a concern as a significant number of bags have to be hand moved a number of times to complete the screening process. The airport desires is to increase the number of screening machines and provide more automation to resolve the issues noted above. Because the airport is in the process of planning for a new terminal they would like the solution to be as cost effective as possible since none of the modifications will be used in the new facility. Mead & Hunt has been working with the airport and their stakeholders (TSA, airlines) to develop a concept acceptable to all stakeholder. The airport has selected Option 1D, Exhibit B as the preferred option. Option 1D, will be completed in two parts. Phase 1A, will entail relocating the existing EDS machines to provide space for the a third EDS machine; modifications to the electrical and data systems to support three machines; relocation of the access door to the screening space; installation of roller beds (by TSA); installation of an odd size slide and door system. Phase 1A work is intended to be completed by December 160, 2016 to support the peak season for the Airport. Phase 1A will not automate the screening operations and will require a "bag drop" operation until Phase 1B is completed. This work is being completed under a separate contract. Mr. John Kinney December 9, 2016 Page 2 Phase 1B, will entail completion of the baggage system to make the screening semi-automated. Including completion of electrical and control systems for the baggage system, bag system installation and connection to United takeaway and make-up belts, installation of the 'S turn" wall, removal of United ticket counter to accommodate the "S turn" and wall, modifications to the curbside bell to bring it to 30" height. Project Understanding Mead & Hunt will provide professional architectural, baggage and engineering services (electrical, communication, security) in support of the project as described above. Our services in general will include evaluation of current facilities including layout, existing systems (electrical, communication, security), constraints, existing bag systems, existing TSA operations and equipment, Airport/City requirements, and production of permit drawings. Since as-built documentation is limited the contract documents will be a combination of photo documentation detailing what is to be removed or modified in combination with details to depict construction requirements. We anticipate no more than two weeks to complete documents for permit submission. We will coordinate our efforts with Airport staff, TSA and the airlines as directed by the airport. Scope of Services 1. Under a separate contract Mead & Hunt developed numerous concepts for consideration by the Airport and their stakeholders. That work resulted in a concept know as Options 1 D, Exhibit B. 2. Mead & Hunt will further developed Option 1D, Phase 1B, based on coordination with the Airport, TSA and stakeholders. This work will complete the installation of the baggage system to semi- automate the screening operations as described above. Our work to complete these tasks will include but not be limited to: a. Site visit to confirm all existing conditions, measure and photograph existing conditions. (1 two day trip). b. Prepare design/contract documents and specifications for modifications including bag system demo, architectural, electrical, and phasing drawings. c. Meet with Airport and TSA/Airlines to review design, via conference call. d. Deliverables: • Contract Drawings and specifications e. Coordination with TSA and TSA contractor. f. Bidding services including submission of permit documents and working with Aspen\Pitkin County to secure a permit. Securing bid(s) from contract(s). Reviewing bids and making recommendations to the Airport. Contractor coordination. g. Coordination with Airport contractor. h. Construction Administration—on site each week. Schedule 1. Design to begin: NTP (12.13.16) 2. Design documents: 12.13.16 through 1.13.17 3. Bidding/Award: 1.13.16 through 1.27.17 Mr. John Kinney December 9, 2016 Page 3 4. Construction starts: 1.30.17 5. Work completed: 5.5.17 Responsibilities of ASE 1. Consultant's Scope of Services and Compensation are based on the Airport performing or providing the following: a. A designated representative with complete authority to transmit instructions and information, receive information, interpret policy, and define decisions and provide access to the project site. b. Any available data, drawings, and information related to the project including as-built drawings of the existing facility. c. Review of draft plans and specifications within one week of receipt. d. Protection of Mead & Hunt-supplied digital information or data, if any, from contamination, misuse, or changes. Work Not Included in the Scope of Services 1. The following items are excluded from this agreement but can be provided by the Consultant as an Additional Service only as authorized the Airport: a. Fees related to Building permits b. Phase 1A work to be under a separate task order. c. Phase II work (outbound systems after baggage screening) to be under a separate task order. 2. Additional services not listed in this scope of work. Compensation Mead & Hunt will be compensated for our professional services for a lump sum amount, including expenses as indicated below: i. Design Services including planning and coordination with Stakeholders 1. $37,000 (thirty-seven thousand dollars and no cents) ii. Bidding Services 1. $14,000 (fourteen thousand dollars and no cents) iii. Construction Administration Services (on site each week) 1. $36,000 (thirty-six thousand dollars and no cents) iv. Total fee 1. $87,000 (eighty-seven thousand dollars and no cents) Mr. John Kinney December 9, 2016 Page 4 Authorization The Scope of Services and Compensation stated in this proposal are valid for a period of thirty(30) days from date of submission. If authorization to proceed is not received during this period, this proposal may be withdrawn or modified by Mead & Hunt. Signatures of authorized representatives of Aspen Pitkin Airport and Mead & Hunt shall convert this proposal to an Agreement between the two parties, and receipt of one signed copy shall be considered authorization to proceed with the work described in the Scope of Services. All services shall be performed in accordance with the General Terms and Conditions for Engineering, Architectural, or Consulting Services which is attached hereto and made part of this Agreement and labeled as Exhibit A. We appreciate the opportunity to submit this proposal to Aspen Pitkin Airport. Respectfully submitted, MEAD ,& HUNT, Inc. / David Mason, NCARB Vice President Attachment Accepted by: Approved by: MEAD & HUNT, INC. By: By: 4leirr Name: Name: David Mason Title: Title: Vice President The above person is authorized to sign for Client and bind the Client to the terms hereof. Date: Date: 11.22.16 Mead & Hunt, Inc. General Terms and Conditions ("General Terms") for Engineering, or Consulting Services Colorado 1. Receipt of the attached signed Contract(Contracts, Proposal, or Letter) Inc.to the Client during the 12-month period prior to the date of the last will be considered written authorization to proceed. bill being first submitted to the Client. 2. Mead&Hunt. Inc.will bill the Client monthly, according to the payment 8. Mead& Hunt, Inc. and the Client agree that the ultimate liability for method set forth in the Contract,with net payment due within thirty(30) contaminants or pollutants regardless of its source, and for the actual, days. Past due balances shall be subject to an interest charge at a rate alleged, or threatened discharge, dispersal, release, or escape of of 1% per month. In addition, Mead& Hunt, Inc. may, after giving ten pollutants, mycotoxins, spores, smoke, vapors, soot, fumes, mold, (10)days'written notice,suspend service under any agreement until the acids, alkalis,toxic chemicals, mildew,liquids or gases,waste materials Client has paid in full all amounts due it for services rendered and or other irritants,contaminants or pollutants into or upon land,buildings, expenses incurred, including the interest charge on past due invoices. the atmosphere, or body of water shall remain with the Client; and the The fees or rates stated in the attached contract does not include any responsibility and/or liability for any of the foregoing and for the applicable state and local sales or use taxes or gross receipts taxes. ownership and maintenance of any toxic, hazardous, or asbestos Any such taxes shall be the sole responsibility of the Client to pay. materials relating to the project shall remain with the Client. 3. The fees and scope of services stated in the attached document 9. Client and Mead & Hunt, Inc. shall not, during the term of the Contract constitute an estimate of the fees and tasks required to perform the or after the termination of the Contract for a period of one year disclose services as defined. For those projects involving conceptual or process any Confidential Information to any person or entity, or use any development service,activities often cannot be fully defined during initial Confidential Information to any person or entity,or use any Confidential planning.As the project progresses,facts uncovered may also reveal a Information for the benefit of Client or Mead & Hunt, Inc. as the case change in direction which may alter the scope. If the Client requests may be, or any other person or entity, except with the prior written modifications or changes in the scope of the project,the time of consent of Mead & Hunt, Inc. or the Client. as the case may be,or as performance of Mead&Hunt,Inc.'s services and the fees shall be required by law. The term `Confidential Information"means information adjusted before Mead&Hunt, Inc.undertakes the additional work.Mead marked or designated by Mead&Hunt,Inc.or the Client as confidential. &Hunt,Inc. is not acting as a Municipal Advisor as defined by the Dodd Confidential Information includes, but is not limited to, ideas, Frank Act. specifications, techniques, models, data, programs, documentation, processes.know-how,and financial and technical information. 4. The Client shall be liable for and shall indemnify and hold Mead&Hunt, Inc. harmless for all costs and damages incurred by Mead& Hunt, Inc. 10. Termination of the Contract by the Client or Mead& Hunt, Inc. with or for delays caused in whole or in part by the Client's interference with without cause,shall be effective upon ten(10)days'written notice to the Mead&Hunt, Ines ability to provide services, including, but not limited other party. The written notice mayor may not include the reasons and to, the Client's failure to provide specified facilities or information, or details for termination. Mead& Hunt, Inc. will prepare a final invoice inaccuracies in documents or other information required to be provided showing all charges incurred through the date of termination; payment by the Client to Mead&Hunt, Inc. Mead&Hunt, Inc. reserves the right is due as stated in Paragraph 2. If the Client breaches the Contractor if to renegotiate the contract because of any unforeseen delays caused by the Client fails to carry out any of the duties contained in these General events beyond Mead & Hunt, Inc.'s control, such as funding for the Terms, Mead& Hunt, Inc. may, upon ten (10) days' written notice. project. suspend services without further obligation or liability to the Client. 5. The Client agrees to provide such legal accounting and insurance 11. Mead & Hunt, Inc. may release data, models, plans, CAD files, and/or counseling services as may be required for the project. drawings electronically or by any other means to any other party involved in the project; and if such release is not provided for in the 6. Mead& Hunt, Inc. will maintain insurance coverage for: worker's Scope of Services, fees may be adjusted before the documents are compensation, general liability, automobile liability, and professional prepared for electronic submittal. Data and image files, both electronic liability. Mead& Hunt, Inc. will provide information as to specific limits and hard copy (hereinafter 'files') are part of Mead & Hunt, Inc.'s upon written request. If the Client requires coverages or limits in addition instruments of service and shall not be used for any purpose other than to those that Mead & Hunt currently has in effect as of the date of the for the described project. Any reuse of files or services pertaining to agreement. premiums for additional insurance shall be paid by the this project or any other project shall be at the Client's sole risk and Client. without liability or legal exposure to Mead & Hunt, Inc. Mead & Hunt, 7. The limit of liability of Mead & Hunt, Inc. (including its current or former Inc. makes no representation as to compatibility of electronic files with employees, officers, directors, or shareholders) to the Client for any elthe Client's hardware or software. Differences may exist between these damages will be for a period of twelve (12) months from the date of the Inc.ctmak files representationaed corresponding g regarding the documents. comMeap&Hess last bill from Mead & Hunt, Inc. being first submitted to the Client Inmakes no the accuracy or completeness regardless of whether or not such bill was paid by Client, and the extent of the electronic files provided. In the event that a conflict arises between the signed or sealed hard-copy documents prepared by any liability including all damages (direct, consequential. indirect, rd- incidental, or other damages), claims, costs, expenses and legal fees of Mead& Hunt, Inc. and the electronic files, the signed or sealed nhthe Mead & Hunt, Inc. (including its current or former employees, officers, copy documents shall govern. Because information presented on the electronic files can be modified, unintentionally or otherwise, Mead& directors,or shareholders)and its sub-consultants to the Client or any and Hunt, Inc. reserves the right to remove all indicia of ownership and/or all third parties is limited to the amount of the fees billed by Mead&Hunt, involvement from each electronic display. Under no circumstances CO General Terms and Conditions 1-16 Page 1 of 2 Mead&Hunt,Inc. Copyright r Mead&Hunt,Inc. (No copying or use without written permission) shall delivery of the files for reuse be deemed a sale by Mead&Hunt, Inc. even if such claim arises out of and/or has been caused in whole or in and Mead&Hunt, Inc. makes no warranties, either express or implied, of part by negligence on the part of Mead&Hunt, Inc.'s current or former merchantability and fitness for any particular purpose. In no event shall employees, officers, directors or shareholders. Therefore, Mead&Hunt,Inc. be liable for any loss of profit,delayed damages,or any notwithstanding anything to the contrary contained herein, the Client consequential damages as a result of reuse or changes to files or any agrees that the Clients sole and exclusive remedy, for any breach of data therein. contract or any negligent performance of services in connection with this agreement shall be a claim agairst Mead & Hunt, Inc., and any 12. Mead& Hunt, Inc. will provide services in accordance with ordinary claim, demand, suit, or judgment shall be asserted only as against generally accepted standards of professional practices. Mead& Hunt, Mead & Hunt, Inc.'s corporate entity, and not against any of Mead & Inc. disclaims all warranties and guarantees, express or implied. The Hunt, Inc.'s current or former employees, officers, directors, or parties agree that this is a contract for professional services and is not shareholders, and the Client covenants not to sue these individuals. subject to any Uniform Commercial Code. Similarly, Mead& Hunt, Inc. Each of Mead & Hunt, Inc.'s current and former employees, officers, will not accept those General Terms offered by the Client in its purchase directors or shareholders are made express beneficiaries of this order, requisition, notice of authorization to proceed, or any other Paragraph. contractual document except as set forth herein or expressly agreed to in 19. None of the rights and/or obligations of either party hereunder may be writing. Written acknowledgment of receipt or the actual performance ofassigned except with the prior written consent of the other party, and services subsequent to receipt of such other contractual document is any attempted assignment without such consent shall be void. specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. Nothing in the Contract 20. The limitations and indemnity provided herein shall not apply to the and/or General Terms is intended to create, nor shall it be construed to willful or intentional acts of Mead & Hunt, Inc. or its employees, create.a fiduciary duty owed by either party to the other party. shareholders, officers, or directors. The Client acknowledges and agrees that it has had an opportunity to negotiate with respect to the 13. Mead&Hunt,Inc.cannot and does not guarantee that proposals,bids or limitations of the General Terms and understands and agrees that if actual project or construction costs will not vary from the actual and/or those Paragraphs were not induded herein the fees for the services final projector construction costs or that the project or construction costs provided in connection with the General Terms and Contract would be will not vary from the final costs of the project. The Client agrees to significantly higher. The Client further acknowledges that it is a indemnify and to hold Mead&Hunt, Inc. harmless for any claim arising sophisticated party with experience in the acquisition of design services. out of or related in any way to project or construction costs even if such claim arises out of and/or has been caused in whole or in part by 21. If a dispute arises out of or relates :o the Contract and/or General negligence on the part of Mead&Hun[, Inc. Terms,or its breach,the parties shall endeavor to settle the dispute first through direct discussions. If the dispute cannot be settled through 14. If the Client is a municipality or state authority or any government direct discussions, the parties shall endeavor to settle the dispute by authority/agency, the Client agrees to indemnify and hold harmless mediation. If mediation is unsuccessfr.l, then the parties may exercise Mead& Hunt, Inc. for all claims arising out of or related in any way to their rights at law. acts done by Mead& Hunt, Inc. in the exercise of legislative or quasi- 22. If any term or provision of this Contract is held unenforceable,then such legislative functions. provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall remain in full force. 15. Neither the Contract nor these General Terms shall be construed as imposing upon or providing to Mead& Hunt, Inc. the responsibility or 23. Nothing contained in the Contract or the General Terms shall create a authority to direct or supervise construction means, methods, contractual relationship with or a cause of action in favor of a third party techniques, sequence, or procedures of construction selected by the against Mead & Hunt, Inc. Mead & Hunt, Inc.'s services under the contractors or subcontractors or the safety precautions and programs Contract are being performed solely for the Client's benefit, and no incident to the work of the contractors or subcontractors. other party or entity shall have any claim against Mead & Hunt, Inc. because of the Contract or General Terms or the performance or 16. Mead& Hunt, Inc. shall not be liable, in contract or tort or otherwise, for nonperformance of services hereunder. any special, indirect, consequential, or liquidated damages including specifically, but without limitation, loss of use, loss of profit or revenue, 24. The General Terms and the Contract shall be construed and interpreted loss of capital, delay damages, loss of goodwill, claim of third parties, or in accordance with the laws of the state of Wisconsin.No action may be similar damages. Mead&Hunt, Inc.shall not be liable for any loss due to brought except in the state of Wisconsin. terrorism. 25. Each provision of this agreement which contains an 17. The Contract and these General Terms contains the entire understanding indemnification obligation is hereby amended to limit such between the parties on the subject matter hereof and no representations, indemnification obligation so as not to exceed the amount and/or inducements, promises or agreements not embodied herein shall be of extent of such obligations permitted by applicable law including any force or effect, and these General Terms supersedes any other prior the limitations provided by C.R.S.A. § 13-21-111.5(6), as understanding entered into between the parties on the subject matter applicable. hereof. The Contract and General Terms do not create any benefits for any third party. No waiver of compliance with any provision or condition hereof shall be effective unless agreed in writing duly executed by the waiving party. 18. The parties agree that Mead&Hunt, Inc.'s services in connection with the Contract and General Terms shall not subject any of Mead &Hunt, Inc.'s current or former employees, officers, directors or shareholders to any personal legal liability for any breaches of this agreement or for any negligence in performing any services in connection with this agreement Co General Terms and Conditions 1-la Page 2 of 2 Mead&Hunt,Inc Copyright©Mead&Hunt,Inc. (No copying or use without written permission) 8=i Q 4 1 • I 1L � � I__,_ �.� - -.__..�_�� r•ff :4• 2 _IIo aII I 13x F :ifi lin NI i O ,`iJ, - - 3 p l I - $ r, T1- r - 11 •• I C 1 �I• �� - s 1 1 I �I� a CI 1 :: n r e'I' IIc< o !� I I r II t Ih m " O t �w�r� r I