Loading...
HomeMy WebLinkAboutbocc.con.103.21 p T K I N Pitkin County Procurement Cover Sheet COUNT - fin,n7 — s Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement Contract Information Contract Number 103.21 Project Name Pitkin County Fiber Design Contractor HR Green Fiber and Broadband, LLC Budget Line Item 12545100.572000 $ $Additional Budget Line $ Item(s) $ _ (Please fully allocate New Contract Total) Procurement Method: Sole Source Type: Services/Maintenance Contract Start Date 5/17/2021 Contract End Date 5/16/2022 Contract Type New Contract Retainage No If this is a new contractor,please enter the New Vendor information into Munis for workflow approval. Contact Information: Department Translator/Radio County Representative Jeff Krueger County Representative (970) 429-6114 Phone Provide a brief description of the contract: Contractor shall assist with fiber engineering as described in Appendix A. Contract Value Summary: Original Contract Amount $ 49,233.00 Previous Change Order/Amendment Amount $This Change order/Amendment amount $New Contract Total $ 49,233.00 Rev 2018-10-10 btf PITKIN COUNTY SOLE SOURCE PROCUREMENT JUSTIFICATION REQUEST TO: Jon Peacock, County Manager DATE: April 26, 2021 FROM: Jeff Krueger, Telecommunications Manager Proposed Contractor: HR Green Product/Service: Roaring Fork Fiber Services Estimate expenditure for the above Product/Service: $ 50,000.00 This form is required, and is to aid you, in documenting your Sole Source request. Complete all portions of this form. This purchase is clearly and legitimately limited to a Single or Sole Source. (Examples: original manufacturer, no regional distributor, standardization etc): Explain: Pitkin County is partnering with the City of Aspen(COA), the Town of Snowmass Village (TOSV) and the Town of Basalt on a middle-mile fiber project to develop broadband infrastructure in the Roaring Fork Valley. The project builds on a Holy Cross Energy(HCE) fiber initiative that will install overhead fiber from Glenwood Springs to Aspen on their existing power poles. The HCE fiber initiative was approved by their board in 2020 and installation is scheduled for the summer of 2021. All partners in the Roaring Fork fiber project have contracted with HR Green to provide consulting and design services. HR Green is an engineering consulting firm with expertise in designing and implementing community broadband networks. The company has helped municipalities in five states develop future- forward plans that evaluate options, develop master plans and assess financial costs and feasibility. For uniformity and consitency among partners in the Roaring Fork fiber project, Telecommunicatoins staff is recommending that we use HR Green for design services. HR Green has unique capabiliites in fiber design and specfications that cannot be replicated by other vendors. Note: Every effort should be made to obtain a written contract when otherwise required under County procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract with coversheet to clerk's office for archiving. 1 Rev 2018-10-10 btf The undersigned requests that Pitkin County waive other procurement requirements and recognize this transaction as a sole source exception to the Pitkin County Procurement Code. Department Head Section Head it-Fr May-10-2021 P tts ketifiu. May-12-2021 Jeff Krueger Date Phyl i s Mattice Date Communications Manager assistant County Manager County Manager Reason for Denial: May-14-2021 Jon Peacock Date County Manager Note: Every effort should be made to obtain a written contract when otherwise required under County procedures. When a contract is obtained, complete the Clerk's check list and send the original signed contract with coversheet to clerk's office for archiving. 2 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 iTKIN COUNT PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES THIS CONTRACT, made May 14, 2021 by and between the Board of County Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the "County")and HR Green Fiber and Broadband,LLC,5619 DTC Parkway Suite 1150,Greenwood Village, CO 80111 (hereinafter called the "Contractor") to perform the following work: Pitkin County Fiber Design ("Project"). I. Term of Contract: The term of this Contract is from May 17,2021 to May 16,2022. At the expiration of the initial term, the contract may be extended for an additional term of one (1) year by the express written consent of both parties. II. Contractor's Obligations. Contractor shall complete deliverables as described in Appendix A. III. 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 II. It is expressly understood and agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed the sum of forty-nine thousand, two hundred and thirty-three dollars and zero cents ($49,233.00) 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. IV. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this Contract shall become the property of the County as progress payments are made for work completed or after Contractor's completion of all services and Contractor's receipt of payment in full for work completed. However, Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. Contractor agrees that the County shall have a non-exclusive, irrevocable license to use all Contractor copyrights included in the documents as 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. 1 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 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. Documents are not intended or represented to be suitable for reuse by the County or others on any other project. Any such reuse or use of incomplete documents without the Contractor's prior written authorization shall be at the County's sole risk and without liability to the Contractor. The County agrees to hold Contractor harmless for all liabilities,damages,and/or costs arising out of or related to any misuse, unauthorized reuse, or unauthorized use of incomplete documents. V. Pitkin County's Obligations. Pitkin County shall administer this Contract through a County Representative. Project Lead, Project Lead Title will manage the project as the County's Representative. In the event that Project Lead is not available, Alternate Person with Title shall assume the County Representative's duties. The services provided and work product(s) or documents 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. VI. 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. VII. 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 represents 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. Contractor will perform services with the degree of care and 2 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality. 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. VIII. 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. IX. 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. X. Integration and Modification. 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. XI. 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, subject to and enforceable only to the extent as stated in Colorado House Bill 15-1197 for an amount represented by the degree or percentage of negligence or fault attributable to the indemnity obligor or the indemnity obligor's agents, representatives, subcontractors, or suppliers. It is agreed that the Contractor will 3 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 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. The Contractor's obligation to indemnify Pitkin County under this Contract shall in no circumstance be interpreted as a requirement or obligation for Contractor to indemnify Pitkin County or its' affiliates from its' own negligence or willful wrongdoing. XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged 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 are 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. Commercial General Liability Completed Operations coverage must be kept in effect for up to three (3)years after completion of the project. A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of 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 4 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 Coverage B (Employers Liability) $ 500,000 $ 500,000 $ 500,000 2) Commercial General Liability—ISO 1CG 0001 form or equivalent. (With County named as an additional insured) Minimum Limits: General Aggregate $ 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) $ 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 Project(s) General Aggregate Limit, ISO CG 2503 • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2013 Edition or equivalent) • 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, successors, or assigns, its elected officials, trustees, and employees 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: Statutory Coverage Bodily/Property Damage(Combined Single $ 1,000,000 Limit) 4) Special Coverages (check as appropriate and insert amount): 5 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 a. 0 Performance Bond $ b. © Professional Errors and Omissions c. ❑ Aircraft Liability d. ❑ Owner's Protective e. ❑ Builder's Risk f. ❑ Boiler and Machinery g. ❑ Loss of Use Insurance h. ❑ Pollution Liability i. ❑ 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 emailed directly to Procurement(apitkincounty.com. 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 of any insurance within seven (7) days of receipt of insurers' notification to that effect. 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. 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 thirty (30) 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 required policy and any policy endorsement at any time during the term of this Contract. 6 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 XIII. 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. XIV. 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. XV. 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. XVI. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this Contract, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. XVII. 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. XVIII. 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 7 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 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. XIX. Construction Observation and Site Safety. Neither the professional activities of Contractor, nor the presence of Contractor's employees and sub-consultants at a construction site, shall relieve the general contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the work of construction in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. Contractor and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. The County agrees that the general contractor is solely responsible for job site safety, and warrants that this intent shall be made evident in the County's agreement with the general contractor. The County also agrees that the County, and Contractor shall be indemnified, to the fullest extent allowable by law, and shall be made additional insureds on the general contractor's and all subcontractor's general liability policies on a primary and non- contributory basis. XX. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. To Pitkin County: with copies to: Jeff Krueger Pitkin County Attorney's Office 351 Southside Drive 530 E. Main St., Suite#301 Basalt, CO 81621 Aspen, Colorado 81611 Email:jeff.krueger@pitkincounty.com Email: Attorney@pitkincounty.com To Contractor: HR Green Fiber and Broadband, LLC 5619 DC Parkway Suite 1150 Greenwood Village, CO 80111 Phone: (720) 602 -4999 Email: ebarrett@hrgreen.com 8 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 XXI. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. §§ 8-17.5-101, et seq., as amended and C.R.S. §§ 24-76.5-101, et seq., as amended: A. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S. [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 are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program established under Pub. L. 104-208 or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., 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 knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and(iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the State 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 State program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., 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. B. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101,et seq., C.R.S. Contractor,if a natural person 18 years of age or older,hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24- 9 Contract#103.21 Revision:2018-06-13 btf Budget Line Item# 12545100.572000 76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract. IN WITNESS WHEREOF,the parties have executed this Contract as of the date first set out herein above. HR GREEN FIBER AND BROADBAND, LLC f7OY?t f May-14-2021 Ed Barrett Date vice President, HRG Fiber and Broadband, LLC PITKIN COUNTY, COLORADO 6Atiur May-10-2021 Jeff Krueger Date Communications Manager PITKIN COUNTY ATTORNEY APPROVAL FOR USE -q ' May-13-2021 Richard Nei 1 ey Date Asst. County Attorney 10 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A APPENDIX A - Scope of Work THIS AGREEMENT is between Pitkin County Telecommunications (hereafter"CLIENT") and HR GREEN FIBER AND BROADBAND, LLC (hereafter "COMPANY"). 1.0 Project Understanding 1.1 CLIENT is interested in utilizing the services of COMPANY to assist with its initial and ongoing due diligence for its planned fiber network in Pitkin, CO. While general scope of services is outlined below, this project is still evolving and COMPANY shall provide such services as CLIENT may requires outside the detailed scope below. 2.0 Scope of Services PHASE 1—CONSTRUCTION PLANNING SERVICES TASK 1—DEVELOP DESIGN SPECIFICATIONS COMPANY will work with CLIENT staff to a develop a fiber/conduit construction standards and specifications manual, as well as to create any additional, necessary exhibits or typical details and modify the document to maximize its usefulness in the construction phase of the project to CLIENT, COMPANY and selected contractor field staff. TASK 2—CUSTOMIZE FIELD INSPECTION DOCUMENTS While standard checklists and field inspection documents are valuable,we understand that each client has unique needs. We will customize our standard checklists to address any unique specifications or key attributes desired by CLIENT. TASK 3—MANAGE RFP DEVELOPMENT AND CONTRACTOR SELECTION COMPANY will develop a formal RFP for release by CLIENT and assist with the collection of RFP responses, comparative pricing details and will act in an advisory capacity to assist with the selection of qualified contractors for the project construction. COMPANY shall use contract documents provided by CLIENT for use in the bidding and award of any construction contract. PHASE II — DESIGN ENGINEERING SERVICES TASK 1—PROJECT FIELDING AND LOW-LEVEL DESIGN (LLD) SERVICES COMPANY will complete the field verification and design of fiber deployment identified in Table A, including the creation of an area specific Low-Level Design(s) (LLD) necessary to create associated construction and permitting plan sets. Plan sets will include design of OSP cabling and associated handholes and connection points. The remainder of the design phase will include the creation of permit applications to any governmental entities to which CLIENT must submit. Schedule to be determined at the mutual agreement of COMPANY and CLIENT to enable permitting with the governmental authorities for 2021 Construction. COMPANY shall research and evaluate various route options associated with the Project. Research shall 11 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A include aerial and underground options, as well as utilization of existing and other third-party conduit, which may become available for use. COMPANY shall recommend final route based on most economical solution and permitting agency's recommendations to meet CLIENT's requirements. All outside plant (OSP) design, engineering and plans must meet CLIENT design standards as disclosed to COMPANY during kickoff meeting and discovery. COMPANY shall develop base mapping and provide field engineering services required to prepare permit drawings and OSP construction drawings, in electronic GIS format.Creation of new base maps shall utilize source material such as tax maps, County/DOT roadway plans, building Site plans, recorded plat maps, railroad survey maps and other data. COMPANY shall provide overall project management,OSP design,engineering,and quality control necessary to produce high quality engineered route drawings. COMPANY shall research and incorporate permitting requirements from jurisdictional authorities(i.e.,state,county,city, railroads,and others) into the OSP design. COMPANY shall prepare and provide to CLIENT all permit applications and plans necessary to deliver Services under this Agreement from the applicable authorities and agencies. i. Aerial and Underground Cable Design.The Aerial and Underground Cable Design includes the following activities required to engineer and design an owned conduit/cable route, including the following: a. Field surveys and record research. b. Preparation of underground cable layout using information from the conduit,cable records and field notes. c. Preparation of aerial cable layout using information from field notes and details from pole owners. d. Preparation of all traffic control drawings, environmental documents and any other forms, documents, applications, or drawings necessary to proceed with construction. e. Create GIS drawings for permit application,construction, and as-built drawings according to CLIENT standards (in some cases, governing authority may supersede CLIENT standards). Table A Overhead Underground Fiber Blended Pole Proposed Hand Proposed New Segment Description Fiber Primary Primary Attachments Holes Splice Points 48ct Phase Primary FeetL Feet Feet Fiber Pitkin Landfill 227 344 571 2 1 1 571 1 Jack Rabbit Extension 604 0 604 0 2 1 604 1 Basalt Core 2190 3787 5977 25 9 1 6402 1 Basalt Loop 0 1838 1838 12 0 1 1838 2 Town Hall Stub 140 0 140 0 1 1 140 1 Basalt High School 3628 0 3628 0 4 1 3628 1 Pitkin Telecommunications 129 0 129 1 1 129 1 Totals 6,918 5,969 12,887 39 18 7 13,312 12 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A PHASE III — CONTRACT ADMINISTRATION & CONSTRUCTION OBSERVATION SERVICES TASK 1—DEVELOP AND MANAGE PROJECT SCHEDULE COMPANY understands the importance of maintaining the project schedule and understands timely delivery of the project is critical to CLIENT.The COMPANY Construction Management team will work diligently with the contractor to continuously analyze the project's progress versus the approved project schedule. It is imperative that the contractor's progress schedule be analyzed in detail before it is approved and updated when it becomes out of phase.As work progresses,working days and workable days will be charged appropriately and the production of the work will be compared to durations shown on the approved project schedule. COMPANY will proactively monitor the project and immediately generate and recommend alternative solutions to keep the project moving forward. TASK 2—MANAGE MATERIAL ORDERS COMPANY will proactively anticipate the need for materials and will coordinate the vendor selection process with CLIENT. All change orders and extra work orders will be tracked and logged so an accurate accounting and current budget of the project is always available.Change orders and/or extra work orders will be supported and documented by photographs,drawings, plan sheets,schedules and/or cost estimates. TASK 3—CONSTRUCTION OBSERVATION COMPANY's staff will be onsite to observe and verify that items are being constructed and material being utilized are in general conformance with the approved plans and specifications. Staff will complete daily reports including documentation of materials installed, location of work performed and completion of daily diary entries.We will verify that all materials incorporated into this project are approved and evidence of material inspection is in compliance with contract documents. Finally,we will keep the Owner informed as to the progress of construction and shall endeavor to guard CLIENT against deficiencies in work. COMPANY will provide observation of the following areas of construction: • Erosion and Sedimentation Control.COMPANY will provide weekly erosion and control services as required by NPDES for weather events.We will document each observation and direct the contractor to repair and/or replace deficient erosion and sediment control measures. • Conduit Placement. COMPANY staff will verify the size and quantity of the conduit(s),and the placement of conduit(s) is in compliance with the engineered specifications. • Handhole/Pull Box/Pedestal Placement: COMPANY staff will verify the placement of handholes and pull boxes to verify the accurate placement of the unit,that equipment is installed plumb and level, and that conduit entry into and through the vaults are in compliance with the engineered specifications. • Marker Posts: COMPANY will validate the placement and proper installation of marker posts associated with the build to include verification that installed posts are plumb and is in 13 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A compliance with the engineered specifications. • Splice Case/FDP/Splicing: COMPANY will validate the placement and proper installation of splice cases and FDPs associated with the build to include verification that splicing is in compliance with the engineered specifications. • Reclamation: COMPANY will be onsite to verify any required landscape or property owner restoration required in the routine implementation of the project by contractor staff. Such restoration may include reseeding,or other landscape restoration by contractor. • Damage Resolution: COMPANY staff will document any claims of property owner damage as reported to the contractor or CLIENT and will review/approve contractor restitution and repair plans. TASK 4—COMPLETE REQUIRED PROJECT DOCUMENTATION COMPANY's construction management team has built an excellent reputation for providing our clients with project records that are second to none.COMPANY's success with project documentation stems from our internal quality assurance that provides the baseline for COMPANY's construction staff and our subconsultants to monitor and self-evaluate their performance during the project. Our assurance plan outlines procedures for the project staff to follow while also providing a system of internal and independent reviews that are designed to identify and correct mistakes as needed. By following these procedures, the COMPANY's team can more effectively and efficiently manage the project from the notice to proceed to the project closeout. TASK 5—CONSTRUCTION MEETING(S) COMPANY will attend the pre-construction conference held with additional project stakeholders. Prior to the pre-construction conference, our inspectors and project management will study the plans and specifications in order to familiarize themselves with the project.As part of this meeting, we anticipate the following items will be discussed:the overall project schedule milestones, working restrictions and/or locations, emergency closure guidelines, material requirements, sediment and erosion requirements, coordination efforts with affected parties, etc. PHASE IV— ON-CALL SERVICES TASK 1 — EQUIPMENT/SERVER ENGINEERING (OPTIONAL SERVICE) COMPANY may be asked to perform additional engineering services outside of the scope defined in the tasks above to assist CLIENT to complete engineering design of its electronic equipment. Should CLIENT require such services, they will be billed on a Time and Material basis in addition to the scope identified above. 3.0 Deliverables and Schedules Included in this Agreement Complete a CLIENT Fiber/Conduit Construction Standards and Specification Manual, including reasonable revisions Complete a CLIENT Fielding Checklist, including reasonable revisions. Develop RFP for use by CLIENT Manage Contractor Selection Process for Fiber Access Network Assist CLIENT as needed to complete contract documents with all contractors used in the 14 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A construction of the Fiber Access Network GIS drawings for permit applications and construction plan set Permit Management: COMPANY will perform submittal,tracking or management of the permitting process. As-Built drawings in a GIS-accepted format. Traffic Control Plan drawings, as needed Project Schedule Material Order Tracking Construction Observation documentation As-Build drawings 2021 MAT JUN JUL AUG SEP OCT PHASE Phase 1 Contract Signed ♦ _ _ Construction Planning Services . • Task 1-Develop Design Specifications • • Task 2-Customize Field Inspection Documents • • Task 3-1.lanage RFP Development and Contractor Selection _ • _ • • II Design Engineering Services Task 1-Project Fielding and Low Level Design(LLD)Services • III Contract Administration 8 Construction Observation Services Task 1-Develop and Manage Project Schedule • _ • _ • • • • Task 2-Manage Material Orders • • • • • Task 3-Construction Observation ■ Task 4-Complete Required Project Documentation ■ Task 5-Construction Meetings • • Notice • Task to Proceed Duration 2022 JAN FEB MAR APR MAT JUNE PHASE Phase 2 Contract Signed I _Construction Planning Services Task 1-Manage RFP Development and Contractor Selection ■ ■ ■ II Contract Administration 8 Construction Observation Services Task 1-Develop and Manage Project Schedule • • • • • • Task 2-Manage Material Orders • _ • _ • • Task 3-Construction Observation ■ Task 4-Complete Required Project Documentation ■ Task 5-Construction Meetings • • Notice • Task to Proceed Duration This schedule was prepared to include reasonable allowances for review and approval times required by the CLIENT and public authorities having jurisdiction over the project. This schedule shall be equitably adjusted as the project progresses, allowing for changes in the scope of the project requested by the CLIENT or for delays or other causes beyond the control of COMPANY. 15 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A 4.0 Items not included in Agreement/Supplemental Services The following items are not included as part of this agreement: Path or route changes requested by CLIENT following the completion of the approved HIGH Level Design (HLD) which result in redesign work shall be paid at current billing rates on a time-incurred basis as an additional fee beyond the scope of designed work. Supplemental services not included in the agreement can be provided by COMPANY under separate agreement, if desired. 5.0 Services by Others COMPANY plans to self-perform all scoped work under this agreement 6.0 CLIENT Responsibilities CLIENT shall make its commercially reasonable best professional effort to provide timely responses to review submittals at the HLD, MLD and LLD stage of the project. Such reviews shall be completed and red-line markups returned to COMPANY not later than one week following submittal. 7.0 Consulting Services Fee 7.1 Fees The fee for services will be based on COMPANY standard hourly rates current at the time the Agreement is signed. These standard hourly rates are subject to change upon 30 days' written notice. Non-salary expenses directly attributable to the project such as: (1) living and traveling expenses of employees when away from the home office on business connected with the project; (2) identifiable communication expenses; (3) identifiable reproduction costs applicable to the work; and (iv) outside services will be charged in accordance with the rates current at the time the service is done. 7.2 Invoices Invoices for COMPANY's services shall be submitted on a monthly basis. Invoices shall be due and payable upon receipt. If any invoice is not paid within 30 days, COMPANY may, without waiving any claim or right against the CLIENT and without liability whatsoever to the CLIENT, suspend or terminate the performance of services. The retainer shall be credited on the final invoice. Accounts unpaid 30 days after the invoice date may be subject to a monthly service charge of 1.5% (or the maximum legal rate) on the unpaid balance. In the event that any portion of an account remains unpaid 60 days after the billing, COMPANY may institute collection action and the CLIENT shall pay all costs of collection, including reasonable attorneys' fees. 7.3 Extra Services Any service required but not included as part of this AGREEMENT shall be considered extra services. Extra services will be billed on a Time and Material basis with prior approval of the CLIENT. 16 Contract#xxx.2018 Revision:2018-06-13 btf Budget Line Item#xxx.xx.00000.xxxxx APPENDIX A 7.4 Exclusion This fee does not include attendance at any meetings or public hearings other than those specifically listed in the Scope of Services. These service items are considered extra and are billed separately on an hourly basis. 7.5 Permit Fees COMPANY shall be responsible for submitting permit applications to local government, utilities and other agencies required to facilitate the approval of plans by appropriate authorities. Permit fees shall be submitted by COMPANY and will be reimbursed by CLIENT on a pass-through basis with no markup as part of regular invoicing for the project as defined in section 7.3, above. Permit fees payable by CLIENT are not included in this scope of services. 7.6 Payment The CLIENT agrees to pay COMPANY on a lump sum basis for the work outlined in this Agreement. CLIENT will bill progress payments on a monthly basis for each phase of the project. A full breakdown of these fees in provided below by project scope item: ITEM UNIT QUANTITY PRICE TOTAL Construction Planning 1 $15,417 Design Engineering 1 $11,090 Construction Observation 1 $17,726 LABOR TOTAL $44,233 PLUS EXPENSES(not-to- $5,000 exceed) GRAND TOTAL $49,233 17 DocuSign Certificate Of Completion Envelope Id:026325AFCA0448D49812C1 D3F97BA1 D7 Status:Completed Subject: HR Green I Pitkin County Contract 103.21 for Review and Signature Source Envelope: Document Pages:20 Signatures:6 Envelope Originator: Certificate Pages:6 Initials:0 Pitkin County Procurement AutoNav: Enabled 530 East Main Street Envelopeld Stamping: Disabled Suite 203 Time Zone: (UTC-07:00)Mountain Time(US&Canada) Aspen,CO 81611 Procurement@PitkinCounty.com IP Address: 107.77.199.76 Record Tracking Status:Original Holder:Pitkin County Procurement Location: DocuSign 5/10/2021 3:53:42 PM Procurement@PitkinCounty.com Signer Events Signature Timestamp Jeff Krueger Sent:5/10/2021 3:58:18 PM jeff.krueger@pitkincounty.com f VUt,ip Viewed:5/10/2021 8:00:57 PM Communications Manager Signed:5/10/2021 8:01:28 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.202.8.251 Signed using mobile Electronic Record and Signature Disclosure: Accepted:6/3/2021 5:22:58 PM ID:29a765cf-3989-4db2-b236-fa3936812ce9 Company Name:Pitkin County,Colorado Phylis Mattice � Sent:5/10/2021 8:01:32 PM Phylis.Mattice@PitkinCounty.com P u1LS (1tt l`Gt- Viewed:5/12/2021 3:19:19 PM Assistant County Manager Signed:5/12/2021 3:19:42 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.228.41.99 Signed using mobile Electronic Record and Signature Disclosure: Accepted:6/23/2021 2:27:46 PM ID:2cb18662-6456-43ee-a98e-1f32d1bb6060 Company Name:Pitkin County,Colorado Richard Neiley Sent:5/12/2021 3:19:47 PM richard.neiley@pitkincounty.com /kiViewed:5/12/2021 3:22:35 PM Asst.County Attorney Signed:5/13/2021 12:56:04 PM Security Level: Email,Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address:73.153.167.171 Electronic Record and Signature Disclosure: Accepted:6/14/2021 3:58:12 PM ID:ffad8d10-ed50-4248-a601-4dc14a0a3875 Company Name:Pitkin County,Colorado Jon Peacock Sent:5/13/2021 12:56:09 PM Jon.Peacock@PitkinCounty.com _ Viewed:5/14/2021 1:18:17 PM County Manager Signed:5/14/2021 1:18:33 PM Pitkin County Security Level: Email,Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address:65.38.144.66 Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Barrett Sent:5/14/2021 1:18:36 PM ebarrett@hrgreen.com fat bordt Viewed:5/14/2021 1:19:53 PM Vice President, HRG Fiber and Broadband, LLC Signed:5/14/2021 1:21:08 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.118.45.250 Electronic Record and Signature Disclosure: Accepted:5/14/2021 1:19:53 PM ID:3b7b3e29-846d-4bab-97ac-29275c609430 Company Name:Pitkin County,Colorado In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Pitkin County Procurement COPIED Sent:5/14/2021 1:21:11 PM procurement@pitkincounty.com Resent:5/14/2021 1:21:22 PM Procurement Viewed:6/24/2021 11:20:28 AM Pitkin County Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounts Payable COPIED Sent:5/14/2021 1:21:15 PM AP@pitkincounty.com Accounts Payable Pitkin County Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michele McClinton COPIED Sent:5/14/2021 1:21:17 PM michele.mcclinton@pitkincounty.com Pitkin County Colorado Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/10/2021 3:58:18 PM Certified Delivered Security Checked 5/14/2021 1:19:53 PM Envelope Summary Events Status Timestamps Signing Complete Security Checked 5/14/2021 1:21:08 PM Completed Security Checked 5/14/2021 1:21:17 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:3/20/2020 3:28:13 PM Parties agreed to:Jeff Krueger,Phylis Mattice,Richard Neiley,Ed Barrett ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Pitkin County(we, us or Pitkin County)may be required by law to provide you with certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically when we send you documents for electronic signature. Acknowledging your Access, Intent, and Consent to Receive and Sign Materials Electronically To confirm that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you,please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receive notices and disclosures exclusively in electronic format on the terms and conditions described above,please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I am establishing my intent to be bound to the transaction, and indicating that I am fully aware of the purpose for which the signature is being provided. • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Pitkin County as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to me by Pitkin County during the course of my relationship with you. Signing Documents without a Pitkin County DocuSign Account: Pitkin County may not require all document signers to be authorized users of the Pitkin County DocuSign Account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree'button at the bottom of this document. When you don't have a DocuSign account, you will be provided the opportunity to agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can download and retain this disclosure. Pitkin County will forward completed documents that you've reviewed, processed or signed via email. Should you require copies of these signed documents (e.g., if they get deleted from your email account) you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. Signing Documents with a Pitkin County DocuSign Account: Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions,please confirm your agreement by clicking the 'I agree'button at the bottom of this document. Getting paper or electronic copies At any time, you may request from us a paper or electronic copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper or electronic copies of any such documents from our office to you, you may be charged a per-page fee. You may request delivery of such paper or electronic copies from us by following the procedure described below. Withdrawing your consent If you are an authorized DocuSign Account holder, you can decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. Described below is the process for informing us of your decision to receive future notices and disclosure in paper format and also how to withdraw your consent to receive notices and disclosures electronically. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process,please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Pitkin County: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to Helpdesk@provelocity.com To advise Pitkin County of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at Helpdesk@provelocity.com and in the body of such request you must state: your previous e-mail address, your new e-mail address . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper or electronic copies from Pitkin County To request delivery from us of paper or electronic copies of the notices and disclosures previously provided by us to you electronically, you should request those documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin County custodian who sent you the document for signature. To withdraw your consent with Pitkin County To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you must state your e-mail, full name, Postal Address, telephone number, and account number.