The Docket · Government Meeting · DKT-2026-004123

On the agenda: Gunnison Packet — hyperscale (Sep 22)

Past ⚠ Agenda Watch Gunnison, Colorado · Tuesday, September 22, 2026 — 1 month ago

About this record

The published agenda for the September 22, 2026 meeting contains: "hyperscale", "data center". The meeting has passed. The agenda stays here as a permanent public record.

WhenTuesday, September 22, 2026
Check the agenda document for the meeting time.

WhereGunnison, Colorado

BodyPacket

Money$192,800 was at stake

On the record“hyperscale”“data center”

The agenda, word for word

Government public record — the full text of the published document, archived October 12, 2026. Gold highlighting of key terms is ours, not the original’s. Read the original document ↗

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City of Gunnison City Council Agenda

Regular Session - Tuesday, September 22, 2026, at 5:30 PM
The City Council meeting is held in the Council Chambers on the second floor of City
Hall, located at 201 West Virginia Avenue, Gunnison, CO, with remote access available
via Zoom
The public may attend this City Council meeting in-person or via Zoom with phone or
computer access. For remote access please visit gunnisonco.gov/ZoomCC.
Approximate total meeting time: 120 minutes
I. Presiding Officer Calls Regular Session to Order (silent roll call)
II. Announcements
Background: Council and/or City Staff may give announcements related to upcoming
City events, projects, or acknowledgements.
Staff Contact: Council and City Staff
Public Comment: not applicable.
Action Requested of Council: No action requested; updates only.
Estimated Time: 10 minutes
III. Western Colorado University Liaison Announcements
Background: During the academic year, the Western Colorado University Liaison may
give announcements related to upcoming University events and programs.
Staff Contact: Jestyn Smith, Western SGA Vice President for External Affairs
Public Comment: not applicable.
Action Requested of Council: No action requested; updates only.
Estimated Time: 5 minutes
IV. Public Input
At this time, members of the public may provide comments to Council in English or
Spanish on topics that are not on the agenda. Any questions will be received as
comments and potentially responded to by the appropriate staff or Council member,
following the meeting. Per Colorado Open Meetings Law, no Council discussion or
action will take place until a later date, unless an emergency situation is deemed to
exist by the City Attorney. Each speaker has a time limit of 3 minutes to facilitate
efficiency in the conduct of the meeting and to allow an equal opportunity for
everyone wishing to speak.
V.

Consent Agenda
None.

City of Gunnison Regular Session Meeting Agenda 09/22/2026 | Page 1 of 3

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VI. Proclamations, Recognitions, and Appointments
A. Resolution No. 11, Series 2026: A Resolution of the City Council of the City
of Gunnison, Colorado Recognizing the 125th Anniversary of Western Colorado
University
Background: This is a resolution recognizing Western Colorado University’s 125th
anniversary.
Staff Contact: Erica Boucher, City Clerk
Public Comment: limited to three minutes per speaker.
Action requested of Council: Consider a motion to 1) Introduce Resolution No.
11, Series 2026, and read the resolution aloud by title only; and 2) a motion to
adopt Resolution No. 11, Series 2026
Estimated time: 10 minutes
VII. New Business
A. Amendment to the City of Gunnison’s Land Development Code (LDC),
Chapter 15.90 Existing Nonconformities
Background: The LDC currently limits allowed changes to existing, non-conforming
uses. Proposed changes aim to provide additional flexibility for such uses for the
purpose of protecting property values and support revitalization.
Staff Contact: Andie Ruggera, Senior Planner
Public Comment: limited to three minutes per speaker.
Action requested of Council: No action. Discussion only.
Estimated time: 20 minutes
B. Contract Award, Engineering Services, Gunnison Electrical Main
Substation Design
Background: This proposed design project involves replacing and upgrading major
components and conducting specialized engineering, testing, and commissioning
to ensure all new systems function correctly.
Staff Contact: Pete Rice, P.E., Public Works Director
Public Comment: limited to three minutes per speaker.
Action requested of Council: Consider a motion to authorize the City Manager
to execute Cross Canyon Engineering’s Task Order 4 for electrical design and
commissioning services for the Gunnison Main Substation upgrade for a total
amount not to exceed $192,800.
Estimated time: 15 minutes
C. Consideration of Alleged Noncompliance by Planning and Zoning
Commission Members
Background: The Planning and Zoning Commission adopted the Commission and
Committee Member Charter on August 26, 2026; however, two members have
City of Gunnison Regular Session Meeting Agenda 09/22/2026 | Page 2 of 3
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declined to sign the required acknowledgment. City Council will review the
circumstances and consider whether to initiate the notice and hearing process,
request additional information, provide other direction, or take no action at this
time.
Staff Contact: Kathy Fogo, City Attorney
Public Comment: not applicable.
Action requested of Council: Council may initiate the formal notice and hearing
process, request additional information, direct further clarification or corrective
action, take no action at this time, or provide other direction consistent with the
Charter and applicable law.
Estimated time: 45 minutes
D. Firemen’s Pension Board Semi-Annual Update
Background: The bylaws of the Gunnison Firemen’s Pension Fund require a report
to be provided to City Council semi-annually.
Staff Contact: Ben Cowan, Finance Director
Public Comment: not applicable.
Action requested of Council: No action, report only.
Estimated time: 5 minutes
VIII.

Regular Session Meeting Adjournment
The City Council Meeting agenda is subject to change. The City Manager and City
Attorney reports may include administrative items not listed. Regular Meetings and
Special Meetings are recorded. Meeting minutes are posted at City Hall and on the
City website within 10 business days following the meeting at
www.gunnisonco.gov. Work sessions are recorded however minutes are not
produced.
TO REQUEST INTERPRETATION SERVICES OR TO COMPLY WITH ADA
REGULATIONS, PEOPLE WITH DISABILITIES NEEDS ARE REQUESTED TO
CONTACT THE CITY CLERK 48 HOURS BEFORE ALL MEETINGS AT
970.641.8140 or email [email protected].
City of Gunnison City Council meeting video recordings can be viewed at City of
Gunnison Colorado - YouTube City of Gunnison
City Council official audio recordings and publicly noticed meetings minutes can be
viewed at www.gunnisonco.gov

City of Gunnison Regular Session Meeting Agenda 09/22/2026 | Page 3 of 3
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City of Gunnison Agenda Report
Date:
To:
From:
Subject:

September 16, 2026
Mayor and City Council
Erica Boucher, City Clerk
Item No. VI.A., Resolution No. 11, Series 2026: A Resolution of the City
Council of the City of Gunnison, Colorado, Recognizing the 125th Anniversary
of Western Colorado University
______________________________________________________________________
Strategic Framework:
Public Engagement-Build Civic Capacity by supporting civic education, community
leadership initiatives, and strategic partnerships.
Background:
This is a resolution of recognition of Western Colorado University’s 125th anniversary.
Staff Recommendation:
Staff recommends Council consider a motion to adopt Resolution No. 11, Series 2026.
Action:
Consider a motion to approve Resolution No. 11, Series 2026.
Will there be any financial impact?
No.
Has this item been budgeted?
N/A
Attachments:
1. Resolution No. 11, Series 2026: A Resolution of the City Council of the City
of Gunnison, Colorado, Recognizing the 125th Anniversary of Western Colorado
University.

City of Gunnison Agenda Report | Page 1 of 1

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Attachment 1

RESOLUTION NO. 11
SERIES 2026

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUNNISON,
COLORADO, RECOGNIZING THE 125TH ANNIVERSARY OF WESTERN
COLORADO UNIVERSITY
WHEREAS, Western Colorado University, founded in 1901 in the heart of Gunnison,
Colorado as the Colorado State Normal School, has served as a beacon of learning, economic
contribution, and community engagement for 125 years; and
WHEREAS, being the first institution of higher education on Colorado’s Western Slope,
the University’s evolution, from the Colorado State Normal School to Western State College of
Colorado in 1923, to present-day Western Colorado University, reflects its enduring mission to
provide accessible, high-quality education that empowers students to explore, discover, and lead
in an ever-changing world; and
WHEREAS, Western Colorado University has grown from a teacher-training institution
to a comprehensive public university offering undergraduate and graduate programs in the arts,
sciences, business, education, recreation, and environmental studies; and
WHEREAS, Western Colorado University contributes immeasurably to the cultural,
economic, and social vitality of the City of Gunnison and the broader Western Slope, enriching
the region through academic excellence, innovative research, and a vibrant community that
includes international and culturally diverse students, as well as meaningful partnerships such as
the City’s and University’s Sister City relationship with Majkhali, India since 2018; and
WHEREAS, the City of Gunnison honors its ongoing collaboration with the University
to support student engagement and expand professional opportunities, such as internships and
Student Government Association participation at City Council meetings; and
WHEREAS, the City recognizes Western Colorado University as a cornerstone institution
whose presence enhances Gunnison’s sense of community, supports local businesses, drives
workforce development, and fosters a vibrant year-round population that contributes to the City’s
social and economic vitality; and
WHEREAS, the City of Gunnison and Western Colorado University share a unique and
mutually beneficial relationship rooted in the character of a resilient, outdoor mountain
community, a connection that strengthens both institutions as they serve residents, students,
families, and visitors, and inspires generations of alumni, faculty, staff, and community members
to remain in Gunnison while contributing to local businesses, the municipality, and the
University through their shared commitment to place and the public good; and
WHEREAS, while Western Colorado University celebrates its 125th year, it honors its
rich history and continues to advance new ideas, broaden educational opportunities, and inspire
future leaders across Colorado and beyond;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GUNNISON, COLORADO, THAT:
The City of Gunnison hereby recognizes and celebrates Western Colorado University on
the momentous occasion of its 125th anniversary, expressing gratitude for its historic
contributions, acknowledging its integral role in shaping the Gunnison community, and
affirming confidence in the bright future ahead.
INTRODUCED, READ, PASSED, AND ADOPTED at the regular session of the City
Council of the City of Gunnison, Colorado on this 22nd day of September 2026.

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____________________________
Diego Plata, Mayor

(SEAL)

________________________________
Erica Boucher, City Clerk

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City of Gunnison Agenda Report
Date:
To:
From:
Subject:

September 18, 2026
Mayor and City Council
Andie Ruggera, Senior Planner
Item No. VII.A., Amendment to the City of Gunnison’s Land Development
Code (LDC), Chapter 15.90 Existing Nonconformities
______________________________________________________________________
Strategic Framework:
Housing Affordability: Refine policies and enhance partnerships to increase housing
attainability and affordability.
Economic Prosperity: Implement vibrancy initiatives and embark on a clear strategy that
effectively supports new and existing businesses.
Background:
The City of Gunnison’s Land Development Code (LDC) is a comprehensive document that
outlines regulations and standards for how land can be developed within city limits. The
LDC was updated and adopted in December 2025 to address community priorities
including expanding housing opportunities, encouraging economic vitality, and
modernizing and simplifying standards.
Chapter 15.90, Existing Nonconformities is a section of the LDC that was carried over from
the 2014 LDC with very minimal modifications. This chapter addresses existing uses,
structures, lots, signs and manufactured home parks that were lawfully established at the
time of their development but that do not conform to the current LDC. Changes to an
existing, non-conforming use are currently strictly limited.
Staff Recommendation:
Based upon various property owner inquiries and input, an opportunity and value exist in
providing additional flexibility in the LDC to allow certain changes to non-conforming uses.
For example, updating existing structures protects property values and enhances safety
by enabling older buildings to be brought up to code or enlarged. A limited expansion of
commercial or industrial uses could promote economic vitality and may prevent empty
buildings. Additionally, expansion of existing residential uses, generally, has limited
impact on the adjacent properties or zone. Providing some flexibility with nonconforming
uses may also alleviate potential legal challenges related to pre-existing property rights.
The nonconforming uses modification proposes to allow limited expansion of commercial
and industrial uses that are inside a permanent structure by up to 25% of the gross floor
area occupied at the time it became nonconforming. Dimensional standards for setbacks,

City of Gunnison Agenda Report | Page 1 of 2

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height, etc. would need to be met as well as compliance with fire separation requirements
of the International Fire Code.
Residential properties could expand their residential gross floor area without a percentage
or maximum; however, compliance with the dimensional standards (setbacks, height, etc.)
of the residential zone district the home is situated in would be required, or compliance
with the MR (Mixed Residential) zone district for residential uses situated in a nonresidential zone district would be required. Additionally, compliance with fire separation
codes within the International Fire Code would be required. For nonconforming residential
uses, the density (number of units) could not be increased unless the extension of units
is permitted within the Principal Use Table for that zone district. For example, the
increased density of an accessory dwelling unit would be allowed since they are permitted
in all zone districts.
Per Section 15.40.26 the LDC, this type of code change does not require review or
recommendation by the Planning and Zoning Commission.
Action:
Review and discuss the proposed LDC Amendment.
Attachment:
1. Chapter 15.90 Existing Nonconformities – Proposed Amendment

City of Gunnison Agenda Report | Page 2 of 2

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Attachment 1

Chapter 15.90 EXISTING NONCONFORMITIES
15.90.10 General Provisions
A. Purpose.
Within the City there exist uses, structures, lots, signs and manufactured home parks that were lawfully
established pursuant to the land development regulations in effect at the time of their development
that do not now conform to the provisions of this LDC. The purpose of this Chapter is to regulate and
limit the continued existence of these nonconformities. It is the intent of the City to permit these
nonconformities to continue with limitations based upon the type of nonconformity to preserve the
integrity of the zone districts and the other provisions of this LDC.

B. Applicability.
This Chapter's regulations apply to all nonconformities. Uses, structures, lots, signs, or manufactured
home parks that were illegally established or constructed are not nonconformities and the provisions of
this Chapter do not apply to them.

15.90.20 Nonconforming Uses
A. Authority to Continue.
Nonconforming uses may continue in accordance with the provisions of this Section.

B. Maintenance and Reconstruction.
1.
2.

Normal Maintenance. Normal maintenance, repairs or alterations may be performed to permit
continuation of a nonconforming use.
Reconstruction. If a nonconforming use is damaged by fire or other cause to the extent of more
than 80 percent of its replacement cost as determined by an insurance adjuster, it shall only be
reconstructed in compliance with the provisions of this LDC.

C. Extensions.

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A nonconforming use shall only be extended or enlarged in accordance with the following:
1. Limited Expansion of Non-Residential Uses.
a. Allowance. Enlargement of a legally nonconforming commercial or industrial use inside a
permanent structure may be expanded on a one-time basis up to 25% of the gross floor area occupied by
the use at the time it became nonconforming.
b. Review Procedure. Any proposed expansion under this subsection shall be required
according to Chapter 15.30 Development Review Procedures.
c. Code Compliance. A nonconforming use shall meet the dimensional standards for the zone
that the use is located in per Table 15.50.40.B Non-Residential Dimensional Standards. Any
expansion shall also meet fire separation requirements of the International Fire Code.
2. Expansion of Residential Uses.
a. Allowance. Legally nonconforming residential uses may expand and enlarge the total gross
floor area of the residential use.
b. Code Compliance. A nonconforming use shall meet the dimensional standards of the
Residential zone district that the use is located in. For nonconforming residential uses located
in a non-residential zone district, the extension of the residential use shall meet the minimum
dimensional standards of the MR zone district according to Table 15.50.40.A Residential
Dimensional Standards. Any expansion shall also meet the fire separation requirements of the
International Fire Code.
c. No Increase in Density. An extension of a nonconforming residential use shall not increase the
number of dwelling units unless the extension of units is permitted in Table 15.50.30, Principal

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Use Table, in the zone district the use is situated and would bring the nonconformity into
conformance with this LDC.
Exceptions. An exception to the limitations on extension of a nonconforming use may be
permitted by the City to comply with the provisions of the Americans with Disabilities Act (ADA),
provided it is demonstrated that the only way to comply with the ADA would be through an
extension which increases the use’s nonconformity, and that the extension is the minimum
necessary to comply with the ADA.

D. Relocation.
A structure containing a nonconforming use shall not be moved to another location unless it shall
thereafter conform to the provisions of the zone district into which it is moved.

E. Change in Use.
A nonconforming use shall not be changed to another use unless the new use shall conform to the
provisions of the zone district in which it is located. If a nonconforming use is changed to a conforming
use for any period of time, it may not thereafter be changed back to any nonconforming use.

F. Discontinuance.
If a nonconforming use is discontinued for a period of 12 consecutive months, then such use shall not be
reestablished or resumed, and any subsequent use must conform to the provisions of this LDC.

15.90.30 Nonconforming Structures
A. Authority to Continue.
Nonconforming structures may continue in accordance with the provisions of this Section.

B. Maintenance and Reconstruction.
1.
2.

Normal Maintenance. Normal maintenance or repairs may be performed to permit
continuation of a nonconforming structure.
Reconstruction. If a nonconforming structure is damaged by fire or other cause to the extent of
more than 80 percent of the structure as determined by an insurance adjuster, it shall only be
reconstructed in compliance with the provisions of this LDC.

C. Extensions.
1.
2.

Permitted Extensions. A nonconforming structure may be extended or altered in a manner that
does not increase nonconformity.
Americans with Disabilities Act. An extension to a nonconforming structure may be permitted
by the City to comply with the provisions of the Americans with Disabilities Act (ADA), provided
the applicant demonstrates that the only way to comply with the ADA would be through an
extension which increases the structure’s nonconformity, and that the extension is the
minimum necessary to comply with the ADA.

D. Relocation.
A nonconforming structure shall not be moved to another location unless it shall thereafter conform to
the provisions of the zone district into which it is moved.

15.90.40 Nonconforming Lots
A. Development Permitted.
A building containing uses permitted in the zone district may be developed on a lot which is
nonconforming as to minimum lot size or minimum lot frontage, provided that all other dimensional
standards are met, or a Variance from such dimensional standards is obtained pursuant to 15.40.27,

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Variance, and provided the development complies with all other standards of this LDC.

B. Conforming Lots Shall Not Be Made Nonconforming.
No lot that is conforming as to minimum lot size or minimum lot frontage as of the effective date of this
LDC may be reduced in size or subdivided in such a way that creates a nonconforming lot or causes any
structure or use to become nonconforming.

C. Lot Reduction Shall Not Increase Nonconformity.

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No lot that is nonconforming as to minimum lot size or minimum lot frontage as of the effective date of
this LDC may be reduced in size in such a way that its nonconformity would increase, or that causes the
nonconformity of any use to increase.

D. Nonconforming Lots Shall Not Be Subdivided.
No lot that is nonconforming as to minimum lot size or minimum lot frontage as of the effective date of
this LDC may be subdivided.

E. Creation of Nonconforming Lots is Prohibited.
The subdivision of any land shall not result in a lot area or dimension that does not meet the minimum
standards of this LDC.

15.90.50 Nonconforming Signs
A. Authority to Continue.
Any sign in existence on the effective date of this LDC which does not conform with the provisions of the
LDC shall be allowed to remain and to be maintained in good repair, so long as the sign is used in
conjunction with an existing business.

B. Discontinuance.
In the event a nonconforming sign refers to a business which ceases to exist, or if the nonconforming
sign is taken out of service for any period of time as a result of either an intentional act of the owner
(other than for maintenance), an unintentional act of another, or an Act of God, the replacement sign
shall be constructed in conformance with the provisions of this LDC.

15.90.60 Nonconforming Manufactured Home Parks
A. Authority to Continue.
Nonconforming manufactured home parks may continue in accordance with the terms of this chapter.

B. Replacement of Manufactured Homes.
A manufactured home within a nonconforming manufactured home park may be replaced with another
permitted manufactured home (mobile homes as defined as pre HUD or 1976 shall have a roof capable
of bearing a minimum 30-pound snow load), even if the dimensions of the replacement manufactured
home result in an increase in the degree of nonconformity of the manufactured home park with respect
to the minimum setbacks. The installation of the replacement manufactured home shall not result in any
of the following:
1. International Fire Code. A violation of the fire safety separation requirements of the
International Fire Code as adopted by the City.
2. Encroachment. Encroachment of the manufactured home into any adjoining street, alley, or
property not a part of the manufactured home park.
3. Off-Street Parking. Reduction in the number of require off-street parking spaces which existed
prior to the replacement of the home.

C. Discontinuance.
1.

In the event a nonconforming manufactured home park is not occupied by any inhabited
manufactured homes for a period of 12 consecutive months, then its use as a manufactured
home park may not be reestablished or resumed except in conformance with the provisions of
this LDC.

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The discontinuance of the use of one or more, but less than all, of the manufactured home lots
in a nonconforming manufactured home park for inhabited manufactured homes shall not
prohibit the replacement of a manufactured home upon said manufactured home lot in
accordance with the terms of this Section.

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Date:
To:
From:

City of Gunnison Agenda Report___

September 22nd, 2026
Mayor and City Council
Peter Rice, P.E., Public Works Director
Will Dowis, Electrical Superintendent
Subject: Item No. VII.B., Contract Award, Engineering Services, Gunnison Electrical
Main Substation Design
Strategic Framework:
This request aligns with the City of Gunnison’s Strategic Framework by advancing
Infrastructure Resiliency through the modernization of critical electrical infrastructure at
the Gunnison Main Substation. Replacing aging equipment and upgrading the substation’s
protection and control systems will improve system reliability, reduce the risk of
equipment failure and service interruptions, and strengthen the City’s ability to safely and
efficiently operate its electrical distribution system. These improvements will also provide
additional capacity to support the community’s long-term electrical needs.
Background:
The Gunnison Main Substation is a vital component of the City’s electrical infrastructure,
functioning as a primary distribution hub that delivers reliable and consistent power to
residents, businesses, and public facilities. As the substation has aged, several key
elements have become outdated and now require replacement or modernization to
maintain system reliability and meet current operational standards.
The proposed improvements include replacement and modernization of key substation
equipment, including the transformer, breakers, protective relays, switching equipment,
and associated control systems. Because these components work together as an
integrated protection and distribution system, specialized electrical engineering, testing,
and commissioning are necessary to verify that the new equipment is properly installed,
configured, and functioning as intended before being placed into service.
If approved, Cross Canyon Engineering (CCE) will complete an electrical design, perform
all necessary testing, and provide full commissioning services for the Gunnison Main
Substation upgrade. Their work includes verifying point-to-point wiring for all metering
and relaying circuits and conducting functional tests to ensure proper performance of
protection and control systems. Upon completion, CCE will deliver a comprehensive
Testing & Commissioning Report detailing all procedures, results, and findings.
CCE’s commissioning scope includes testing of the following components:
• The new KY2A transformer, including all current transformers
• Two ABB R-MAG breakers (replacements for breakers 124 and 204)
• Surge arresters
• 23 kV gang-operated switches
• All SEL protective relays associated with the project
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• Automatic Transfer Switch (ATS)
• Battery charger
• All AC and DC control circuits, including verification of panel nameplates and wiring
terminations
The work is being done through a Task Order for on-call services that completed through
a Main Agreement for Professional Services—Task Order Edition dated January 13, 2025.
The On-call services were obtained through a formal, public Request for Qualifications
process.
Staff Recommendation:
City staff recommend Council approve Cross Canyon Engineering’s Task Order 4 for
electrical design and commissioning services for the Gunnison Main Substation upgrade
for a total amount not to exceed $192,800.
Action:
Consider a motion to authorize the City Manager to execute Cross Canyon Engineering’s
Task Order 4 for electrical design and commissioning services for the Gunnison Main
Substation upgrade for a total amount not to exceed $192,800.
Will there be any financial impact?
Yes; the total expenditure is $192,800.
Has this item been budgeted?
Main Substation Design
2026 Budget Allocated for project
2026 Expenditures to date
Project Allocation

(60-30-3700-8500)
$100,000
$0
$100,000

Main Substation Power Transformer
2026 Budget Allocated for project
2026 Expenditures to date
Project Allocation

(60-30-3700-8200)
$600,000
$0
$92,800

Attachments:
1. Attachment A Cross Canyon proposal
2. Attachment B Task Order 4
3. Attachment C Main Agreement

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Attachment 1

June 9, 2026
Will Dowis
Electrical Superintendent
City of Gunnison
[email protected]
Main: (970) 641-8020
RE:

Gunnison Main Substation Electrical Upgrade

Dear Will,
Cross Canyon Engineering, LLC (CCE) is pleased to offer the following proposal for the subject
line above.
Background
The City of Gunnison (Gunnison) is upgrading the Gunnison Main Substation. The planned
substation upgrade consists of the following:
• Replace existing transformer “KY2A” with new Virginia transformer (on-site)
• Replace existing breaker 204 with new ABB R-MAG breaker (on-site)
• Replace existing breaker 124 with new ABB R-MAG breaker (on-site)
• Replace KY2A relay panel (on-site)
• Replace existing gang operated switch 409 (on-site)
• Replace auto-transfer switch (ATS)
Gunnison has a previous design that details the physical and electrical upgrade requirements.
Review of the previous design indicated the physical design documents were adequate for
construction by a qualified contractor, however, the electrical design was incomplete and
inadequate for construction. CCE will complete the electrical design, including the schematics
and wiring diagrams and provide commissioning/testing services per the following scope.
Scope of Services:
I. Electrical Design Services:
1. Planning:
a.
Perform preliminary field investigation with Gunnison staff.
b.
Review existing drawings, site layout, and project objectives to develop
optimal upgrade plan.
c.
Coordinate with manufacturers to obtain manufacturer drawings for new
procured equipment:
i. Viriginia Transformer
ii. ABB R-MAG Breakers
iii. EP2 Relay Panel
d.
Develop the project design criteria.

8804 Washington St NE, Suite C
Albuquerque, New Mexico 87113
505-433-2335
crosscanyonengineering.com
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Cortez, Colorado
Fort Collins, Colorado
Steamboat Springs, Colorado
Ogallala, Nebraska
El Paso, Texas

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City of Gunnison
June 9, 2026
RE: Gunnison Main Substation Upgrade

2. Create the following substation drawings and design documents, including
updating existing drawings for KY1A:
a.
Drawing Index (Qty 1)
b.
Removal Drawings (Qty 7)
c.
Conduit Plan, Conduit & Cable Schedule, and Conduit Details (Qty 3)
d.
One Line (Qty 1)
e.
Switching Diagram (Qty 1)
f.
AC Schematics (Qty 6)
g.
DC Schematics (Qty 12)
h.
Wiring Diagrams (Qty 12)
i.
AC/DC Panel Schedule (Qty 1)
j.
Battery Charger Wiring Diagram (Qty 1)
k.
ATS Wiring Diagram (Qty 1)
l.
Control Building Layout (Qty 1)
m. Point-to-Point Wiring Verification
3. Equipment Integration:
a.
Determine if the original cable and conduit schedule and conduit plan is
sufficient. If inadequate, CCE will create a new cable and conduit schedule
and conduit plan for the following equipment:
i. KY2A Transformer
ii. KY2A Relay Panel
iii. Breaker 124
iv. Breaker 204
v. ATS
b.
Design and specify replacement for Auto-Transfer Switch (ATS). CCE will
also assist Gunnison in procuring the ATS.
c.
Design and specify replacement for battery charger
4. Relay Settings:
a.
Provide relay settings, including calculations and AcSELerator database
files for the following relays:
i. 87T/KY2A (SEL 787)
ii. 50/51/KY2A (SEL 351A)
iii. 50/51/204JV2A (SEL 351S)
iv. 50/51-124 (SEL 551)
v. Transformer Monitor (SEL 2414)
vi. 87-T1 (SEL 587)
vii. 50/51T1B (SEL 351A)
b.
Provide settings for transformer Tap Changer Control (M 2067B)
5. Submittals:
a.
Issue for Construction Electrical
b.
Issue for Record Electrical

8804 Washington St NE, Suite C
Albuquerque, New Mexico 87113
505-433-2335
crosscanyonengineering.com
Page
2 of 4
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Cortez, Colorado
Fort Collins, Colorado
Steamboat Springs, Colorado
Ogallala, Nebraska
El Paso, Texas

Page 18 of 95

City of Gunnison
June 9, 2026
RE: Gunnison Main Substation Upgrade

II. Testing and Commissioning
1. Transformer: 115/12.47kV – 12/16/20 MVA with LTC (Qty 1)
a.
Includes testing the following current transformers:
i. Six (6) 600:5 CTs
ii. Ten (10) 1200:5 CTs
2. Breaker: 27kV – 1,200A (Qty 2)
a.
Includes testing the following current transformers:
i. Nine (9) 1200:5 CTs
ii. Three (3) 800:5 CTs
3. 98kV MCOV XFMR Surge Arresters (Qty 3)
4. 10kV MCOV XFMR Surge Arresters (Qty 3)
5. Disconnects / Switches
a.
3 Phase Gang Switch – 23kV (Qty 1)
6. Relays
a.
SEL-787 (Qty 1)
b.
SEL-351A (Qty 2)
c.
SEL-351A (Qty 1)
d.
SEL-551 (Qty 1)
e.
SEL-587 (Qty 1)
7. Ground Grid
a.
Point to Point
8. Automatic Transfer Switch (ATS) Testing (Qty 1)
9. Battery Charger (Qty 1)
10. Verify secondary wiring of CT and VT circuits utilized in relaying or metering per
AC schematics.
11. Verify DC circuits per DC schematics.
12. Verify DC control and panel nameplates shown on drawings.
13. Control Cable termination and wiring in relay panels
14. Testing and Commissioning Report
Gunnison to Provide:
1.
2.
3.
4.
5.

Existing substation drawings in AutoCADin .dwg format.
Conduit installation and cable pulling as needed.
Assist in relay panel relocation.
Design Input & Review
Bucket Truck/Man Lift for Substation Testing and Commissioning

8804 Washington St NE, Suite C
Albuquerque, New Mexico 87113
505-433-2335
crosscanyonengineering.com
Page
3 of 4
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Cortez, Colorado
Fort Collins, Colorado
Steamboat Springs, Colorado
Ogallala, Nebraska
El Paso, Texas

Page 19 of 95

City of Gunnison
June 9, 2026
RE: Gunnison Main Substation Upgrade

Not included in Scope:
1. Physical Design
2. Physical Sub Construction Support
3. Grounding analysis utilizing GroundMat based on soil resistivity data provided by
Geotech. (CCE is capable of providing if required)
4. Lightning protection study and report utilizing rolling sphere method. (CCE is capable
of providing if required)
5. Only one initial DGA oil sample is included for KY2A, however it is recommended that
oil samples be taken at 1 month, 3 months, and 6 months for a new transformer.
Fee Schedule
Scope of Services
ENGINEERING DESIGN
TESTING AND COMMISSIONING

$112,800
$80,000
TOTAL $192,800

Not to Exceed
Fixed Fee

Any services performed outside the scope of this proposal will be negotiated prior to performing
the work and billed in accordance with CCE’s current published rate schedule.
If you have any questions or would like to discuss this proposal, please feel free to call or email
me at the contact info below.
We look forward to working with you on this project.
Sincerely,
Cross Canyon Engineering

Tyler Swaney
Managing Partner / Principal Engineer
(308) 289-5658
[email protected]

8804 Washington St NE, Suite C
Albuquerque, New Mexico 87113
505-433-2335
crosscanyonengineering.com
Page
4 of 4
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Cortez, Colorado
Fort Collins, Colorado
Steamboat Springs, Colorado
Ogallala, Nebraska
El Paso, Texas

Page 20 of 95

Attachment 2

TASK ORDER NO. [4]
This is Task Order No. [4]
consisting of 6 pages.
In accordance with Paragraph 1.01, Main Agreement, of the Agreement Between Owner and Engineer for
Professional Services—Task Order Edition dated January 13, 2025, Owner and Engineer agree as follows:
1. TASK ORDER DATA
a.

Effective Date of Task Order:

September 22, 2026

Owner:

City of Gunnison

Engineer:

Cross Canyon Engineering

Specific Project (title)

24-07 Electric Distribution Study/Master Plan

Specific Project
(description):

Gunnison Main Substation Electrical Upgrade

Related Task Orders

N/A

Supplemented by this Task
Order:

2. BASELINE INFORMATION
Baseline Information. Owner has furnished the following Specific Project information to Engineer as of
the Effective Date of the Task Order. Engineer's scope of services has been developed based on this
information. As the Specific Project moves forward, some of the information may change or be refined,
and additional information will become known, resulting in the possible need to change, refine, or
supplement the scope of services.
Specific Project Title:

Gunnison Main Substation Electrical Upgrade

Type and Size of Facility:

Description of Improvements:

Expected Construction Start:

Prior Studies, Reports, Plans:
Task Order.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 6
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Page 21 of 95

Facility Location(s):

City of Gunnison Service Territory

Current Specific Project Budget: $192,800.00
Funding Sources:

Electric Fund

Known Design Standards:

NEC/RUS

Known
Specific
Limitations:

Project

Specific Project Assumptions:

Additional tasks may result from findings of this Task Order.

Other Pertinent Information:

3. SERVICES OF ENGINEER (“SCOPE”)
A.

As detailed in Exhibit A.

4. DELIVERABLES SCHEDULE
A.

Submitting required Documents and commissioning completed by December 31st, 2027.

5. ADDITIONS TO OWNER'S RESPONSIBILITIES
A.

Owner shall have those responsibilities set forth in Article 2 of the Main Agreement, and the
following supplemental responsibilities that are specific to this Task Order:

6. TASK ORDER SCHEDULE
A.

In addition to any schedule provisions provided in Exhibits or elsewhere, the parties shall
meet the following schedule: NA
Date
July
15th,
2027

Action / Milestone
Complete Engineering Design

Comment

Task Order.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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7. ENGINEER'S COMPENSATION
A.

The terms of payment are set forth in Article 4 of the Main Agreement.

Owner shall pay Engineer for services rendered under this Task Order as follows:

Compensation items and totals based in whole or in part on Hourly Rates or Direct Labor are
estimates only. Lump sum amounts and estimated totals included in the breakdown by
phases incorporate Engineer's labor, overhead, profit, reimbursable expenses (if any), and
Subconsultants' charges, if any. For lump sum items, Engineer may alter the distribution of
compensation between individual phases (line items) to be consistent with services actually
rendered, but shall not exceed the total lump sum compensation amount unless approved
in writing by the Owner.

8. ENGINEER'S PRIMARY SUBCONSULTANTS FOR TASK ORDER, AS OF THE EFFECTIVE DATE OF THE
TASK ORDER:
A.

N/A

9. EXHIBITS AND ATTACHMENTS:
A.

Exhibit A to Task Order—Engineer's Services Under Task Order

Other:

Execution of this Task Order by Owner and Engineer makes it subject to the terms and conditions of the
Main Agreement and its exhibits and appendices, which Main Agreement, exhibits, and appendices are
incorporated by this reference.

OWNER: City of Gunnison

ENGINEER: Cross Canyon Engineering, LLC

By:

Print Name: Amanda Wilson

Print Name:

Benj Hoffner

Page 23 of 95

Title:

City Manager

Title:

Managing Partner

Engineer's License or Firm's
Certificate No. (if required):
State of:

DESIGNATED REPRESENTATIVE FOR TASK ORDER:

Name:

Title:

Address:

E-Mail
Address:

Phone:

Date:

Page 24 of 95

EXHIBIT A –

Page 25 of 95

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Attachment 3

AGREEMENT BETWEEN OWNER AND ENGINEER
FOR PROFESSIONAL SERVICES—TASK ORDER EDITION
MAIN AGREEMENT
TABLE OF CONTENTS
Page

Article 1— SERVICES OF ENGINEER

1.01

General

1.02

TaskOrderProcedure

1.03

Management of Engineering Services

1.04

Sequencing and Coordination

Article 2— OWNER’S RESPONSIBILITIES

2.01

Application of Owner’s Responsibilities

2.02

Project Information

2.03

Owner’s Instructions Regarding Bidding and Construction Contract Documents

2.04

Owner-Furnished Services

2.05

Owner’s General Responsibilities

2.06

Payment

Article 3— TERM AND TIMES FOR RENDERING SERVICES

3.01

Term

3.02

Commencement

3.03

Time for Completion

Article 4— INVOICES AND PAYMENTS

4.01

Invoices

4.02

Payments

4.03

Basis of Compensation

4.04

Explanation of Compensation Methods

4.05

Reimbursable Expenses

4.06

Other Provisions Concerning Payment

11
12

Article 5— OPINIONS OF COST

Opinions of Probable Construction Cost
EicDc® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.

Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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5.01

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5.02

.12

Opinions of Total Project Costs

Article 6— GENERAL CONSIDERATIONS
6.01

Standards of Performance

6.02

Ownership and Use of Documents

6.03

Electronic Transmittals

6.04

Insurance

6.05

Suspension and Termination

6.06

Successors, Assigns, and Beneficiaries

6.07

Dispute Resolution

6.08

Controlling Law; Venue

6.09

Environmental Condition of Site

6.10

Indemnification and Mutual Waiver

6.11

Records Retention

6.12

Miscellaneous Provisions

Article 7— DEFINITIONS

Defined Terms

7.01

Article 8— EXHIBITS AND APPENDICES TO MAIN AGREEMENT; TASK ORDER FORM; EXHIBITS TO TASK
28
ORDER; SPECIAL PROVISIONS
8.01

Exhibits to Main Agreement

8.02

Appendices to Main Agreement

8.03

Resource Documents: Task Order Form and Exhibits to Task Order

8.04

Executed Task Orders and Their Exhibits

8.05

Total Agreement; Amendments to Main Agreement and Task Orders

8.06

Designated Representatives

8.07

Engineers Certifications

8.08

Conflict of Interest

EJCDC® E-5O5, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyrighte 2020 National Society of Professional Engineers, American Council of Engineering Companies,

and American Society of Civil Engineers. All rights reserved.
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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL
SERVICES—TASK ORDER EDITION
MAIN AGREEMENT
This Main Agreement is a part of the Agreement between City of Gunnison (Owner) and Cross Canyon
Engineering, LLC (CCE) (Engineer). Other terms used in the Agreement are defined in Article 7.
From time-to-time Owner may request that Engineer provide professional services for Specific Projects
for electrical engineering services to generally include modeling, planning, design, inspection, and cost
estimating. Each engagement will be documented by a Task Order. This Main Agreement sets forth the
general terms and conditions that apply to all duly executed Task Orders.
Owner and Engineer further agree as follows:
ARTICLE 1—SERVICES OF ENGINEER

1.02

General
A.

Engineer’s services will be detailed in a duly executed Task Order for each Specific Project,
or for a portion of a Specific Project.

The Main Agreement is not a commitment by Owner to issue any Task Orders.

Engineer will not be obligated to perform any prospective Task Order unless and until
(1) Owner and Engineer agree to the particulars of the assignment, including the scope of
Engineer’s services, time for performance, Engineer’s compensation, and all other
appropriate matters, and include such particulars in the Task Order, and (2) Owner and
Engineer both sign the Task Order.

Each duly executed Task Order will be subject to the terms and conditions of (a) this Main
Agreement; (b) the Main Agreement’s exhibits; (c) any executed written amendments of the
Main Agreement (see Exhibit C); (d) the specific Task Order itself; (e) the specificTask Order’s
exhibits; and (f) any amendments or modifications of the specific Task Order.

Task Order Procedure
A.

The general recommended format of a Task Order is presented in the accompanying Task
Order Form. Commonly used Task Order exhibits are presented in the accompanying Exhibits
to Task Order document.

Each specific Task Order will indicate:
1.

Project Background Data;

Specific services to be performed by Engineer (“Scope”), including key deliverables;

Additions or Modifications to Owner’s Responsibilities;

Task Order Schedule;

Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
copyright® 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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1.01

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

1.03

Engineer’s Compensation for Task Order; and

Primary Subconsultants, if any.

With respect to the Engineer’s scope of services under a specific Task Order, each specific
Task Order will either (1) be accompanied by and incorporate an Exhibit A, “Engineer’s
Services Under Task Order,” and Exhibit B, “Deliverables Schedule,” prepared for the specific
Task Order, or (2) state a customized scope of services and deliverables schedule in the Task
Order document itself or in an attachment.

Upon signature of the Task Order by both parties (but no earlier than the Effective Date of
the specific Task Order), Engineer will commence performance and furnish, or cause to be
furnished, the services authorized by the Task Order.

Task Orders may be amended as set forth in Paragraph 8.05.B of this Main Agreement.

Management of Engineering Services
A.

All phases of Engineer’s services under each Task Order will include management of
Engineer’s Specific Project responsibilities, including but not limited to the following
management tasks, whether separately tracked and itemized or included as being incidental
to other phase and scope task items.
1.

Develop and submit an Engineering Services Schedule. The Engineering Services
Schedule will:
a.

be consistent with and serve as a supplement to the Schedule of Deliverables set
forth in Exhibit B to Task Order.

be updated on a regular basis, and as required to reflect any programmatic
decisions by Owner.

include, but not be limited to, an anticipated sequence of tasks; estimates of task
duration; interrelationships among tasks; milestone meetings and submittals;
anticipated schedule of construction; and other pertinent Project events.

Develop and submit detailed work plans from Exhibit A to Task Order tasks.

Coordinate services within Engineer’s internal team, and with Subconsultants and
Engineer’s Subcontractors.

Prepare for and participate in meetings with consultants and contractors working on
other parts of the Specific Project that may affect, or be affected by, Engineer’s services
or resulting construction.

Prepare and submit monthly engineering services progress reports to the Owner.
Include a summary of services performed in period, expected progress in next period,
percent completion of current tasks, and a description of major issues or concerns.

Special Invoicing: Not Applicable.

Conduct ongoing management tasks, including:
a.

Maintaining communications records and files pertaining to or arising from
Engineer’s services;

Main Agreement.
EiCoc E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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1.04

With respect to Engineer’s services and other directly relevant parts of the Specific
Project, prepare for and participate in periodic progress meetings with Owner to
discuss progress, schedule, budget, issues, potential problems and their resolution;
and

Preparing agendas prior to and minutes following all Engineer-led meetings.

Sequencing and Coordination
A.

For each Task Order, the Work to be designed or specified by Engineer, upon which the
Engineer’s scope has been established, will be performed or furnished under one prime
Construction Contract, unless specified otherwise in the Task Order.

If the Work designed or specified by Engineer under a specific Task Order is to be performed
or furnished under more than one prime Construction Contract, or if Engineer’s services are
to be separately sequenced with the work of one or more of Owner’s consultants or
contractors (such as in the case of fast-tracking), then:
1.

the Task Order’s Deliverables Schedule will account for the need to sequence and
properly coordinate Engineer’s services as applicable to the Work under the
Construction Contracts; or

If the Task Order does not address such sequencing and coordination, then Owner and
Engineer will jointly develop a schedule for sequencing and coordination of services
prior to commencement of final design services; this schedule is to be prepared and
included in or become an amendment to the authorizing Task Order, whether the work
under such contracts is to proceed concurrently or sequentially.

ARTICLE 2—OWNER’S RESPONSIBILITI ES

Application of Owner’s Responsibilities
A.

2.02

The responsibilities of Owner set forth in Article 2 apply to each Specific Project and each
specific Task Order. Supplemental responsibilities of Owner applicable only to a specific Task
Order may be stated in the specific Task Order.

Project Information
A.

To the extent Owner has not already provided the following, or has new, additional, or
revised information from that previously provided, Owner shall provide Engineer with
information and data needed by Engineer in the performance of the Specific Project,
including Owner’s:
1.

design objectives and constraints;

space, capacity, and performance requirements;

flexibility and expandability needs;

design and construction standards;

budgetary limitations; and

Main Agreement.
EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright® 2020 National Society of Professional Engineers, American council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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any other available information pertinent to the Specific Project including reports and
data relative to previous designs, construction, or investigation at or adjacent to the
Site.

Following Engineer’s assessment of initially-available information and data and upon
Engineer’s request, Owner shall obtain, furnish, or otherwise make available (if necessary
through retention of specialists or consultants) such additional information and data as is
reasonably required to enable Engineer to complete its Basic and Additional Services under
the Task Order; or, with consent of Engineer, Owner may authorize the Engineer to obtain or
provide all or part of such additional information as Additional Services. Such additional
information or data may include the following:
1.

Property descriptions.

Zoning, deed, and other land use restrictions.

Surveys, Mapping, and Utility Documentation.

Property, boundary, easement, right-of-way, and other special surveys or data,
including establishing relevant reference points.

Explorations and tests of subsurface conditions at or adjacent to the Site; geotechnical
reports and investigations; drawings of physical conditions relating to existing surface
or subsurface structures at the Site; hydrographic surveys, laboratory tests and
inspections of samples, materials, and equipment; with appropriate professional
interpretation of such information or data.

Environmental assessments, audits, investigations, and impact statements, and other
relevant environmental, historical, or cultural studies relevant to the Specific Project,
the Site, and adjacent areas.

Data or consultations as required for the specific Task Order but not otherwise identified
in this Agreement.

Owner shall examine all alternative solutions, studies, reports, sketches, Drawings,
Specifications, proposals, and other documents presented by Engineer (including obtaining
advice of an attorney, risk manager, insurance counselor, financial/municipal advisor, and
other advisors or consultants as Owner deems appropriate with respect to such examination)
and render in writing timely decisions pertaining thereto.

If a specific Task Order requires Engineer to assist Owner in collating the various cost
categories that comprise Total Project Costs, Owner shall furnish to Engineer data as to
Owner’s anticipated costs for services to be provided to Owner by others (including, but not
limited to, accounting, bond and financial, independent cost estimating, insurance
counseling, and legal advice).

Owner shall advise Engineer if any invention, design, process, product, or device that Owner
has requested, required, or recommended for inclusion in the Drawings or Specifications
prepared or furnished under a Task Order will be subject to payment (whether by Owner or
Contractor) of any license fee or royalty to others, as required by patent rights or copyrights.

Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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Owner shall inform Engineer as to whether Engineer’s assistance is requested with respect
to Owner’s evaluation of the possible use of Project Strategies, Technologies, and
Techniques, as defined in Exhibit A to Task Order.

Owner shall inform Engineer as to whether Engineer’s assistance is requested in identifying
opportunities for enhancing the sustainability of the Specific Project.

Owner’s Instructions Regarding Bidding and Construction Contract Documents
A.

Owner shall give instructions to Engineer regarding Owner’s procurement of construction
services (including instructions regarding advertisements for bids, instructions to bidders,
and requests for proposals, as applicable) and Owner’s construction contract practices and
requirements, and furnish to Engineer (or give specific directions requesting Engineer to use
copies already in Engineer’s possession) the following:
1.

Owner’s standard contract forms, general conditions (if other than the current edition
of EJCDC® C-700, Standard General Conditions of the Construction Contract),
supplementary conditions, text, and related documents and content for Engineer to
include in the draft bidding-related documents (or requests for proposals or other
construction procurement documents), and in draft Construction Contract Documents;

insurance and bonding requirements;

protocols for electronic transmittals during bidding and construction;

Owner’s safety and security programs applicable to Contractor and other Constructors;

diversity and other social responsibility requirements;

bidding and contract requirements of funding, financing, or regulatory entities;

other specific conditions applicable to the procurement of construction or contract
documents;

any other information necessary for Engineer to assist Owner in preparing, for each
Specific Project, bidding-related documents (or requests for proposals or other
construction procurement documents) and Construction Contract Documents.

Owner shall have responsibility for the final content of (1) such bidding-related documents
(or requests for proposals or other construction procurement documents), and (2) those
portions of any Construction Contract other than the design (as set forth in the Drawings,
Specifications, or otherwise) and other engineering or technical matters.
1.

C.
2.04

Owner shall seek the advice of Owner’s legal counsel, risk managers, and insurance
advisors with respect to the drafting and content of such documents.

Owner shall place and pay for advertisements for Bids in appropriate publications.

Owner-Furnished Services
A.

Recognizing and acknowledging that Engineer’s services and expertise do not include the
following services, Owner shall obtain, as required for each Specific Project:
1.

Accounting, bond and financial advisory services (including, if applicable, “municipal
advisor” services as described in Section 975 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (2010) and the municipal advisor registration rules issued by
Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
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2.03

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the Securities and Exchange Commission), independent cost estimating, and insurance
counseling services.
Legal services, including attorney review of proposed Construction Contract
Documents, legal services required by Owner, legal services needed as a result of issues
raised by Contractor, and Project-related legal services reasonably requested by
Engineer.

Auditing services, including those needed by Owner to ascertain how or for what
purpose Contractor has used money paid to it.

Owner shall provide the services of an independent testing laboratory to perform all
inspections, tests, and approvals of samples, materials, and equipment required by the
Construction Contract Documents (other than those required to be furnished or arranged by
Contractor), or to evaluate the performance of materials, equipment, and facilities of Owner,
prior to their incorporation into the Work with appropriate professional interpretation
thereof. Owner shall provide Engineer with the findings and reports generated by testing
laboratories, including findings and reports obtained from or through Contractor.

Owner shall acquire or arrange for acquisition of the Site(s) and any temporary or permanent
rights of access, easements, or property rights needed for each Specific Project.

With respect to the portions or phases of each Specific Project designed or specified by
Engineer, Owner shall provide, obtain, or arrange for:

E.
2.05

all required reviews, approvals, consents, and permits from governmental authorities
having jurisdiction, and

such reviews, approvals, and consents from others as may be necessary for completion
of each portion or phase of the Specific Project.

Owner may delegate to a Contractor or others the responsibilities set forth in Paragraphs
2.04.C and D.

Owner’s General Responsibilities
A.

Owner shall inform Engineer of the policies, procedures, and requirements of Owner that are
applicable to Engineers performance of services under this Agreement and under each Task
Order.

Owner will provide Engineer with Owner’s budget for each Specific Project, including type
and source of funding to be used and will promptly inform Engineer if the budget or funding
sources change.

Owner shall inform Engineer in writing of any safety or security programs that are applicable
to the personnel of Engineer, its Subconsultants, and Engineer’s Subcontractors, as they visit
the Site or otherwise perform services under this Agreement and under each Task Order.

Owner shall arrange for safe access to and make all provisions for Engineer to enter upon
public and private property as required for Engineer to perform services under this
Agreement and under each Task Order.

Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
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and American Society of Civil Engineers. All rights reserved.
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Owner shall provide necessary direction and make decisions, including prompt review of
Engineer’s submittals, and carry out other responsibilities in a timely manner so as not to
delay Engineer’s performance of its services.

Owner shall be responsible for all requirements and instructions that it furnishes to Engineer
pursuant to this Agreement, and for the accuracy and completeness of all programs, reports,
data, and other information furnished by Owner to Engineer pursuant to this Agreement or
any Task Order. Engineer may use and rely upon such requirements, programs, instructions,
reports, data, and information in performing or furnishing services under this Agreement or
any Task Order, subject to any express limitations or reservations applicable to the furnished
items.

Owner shall give prompt written notice to Engineer whenever Owner observes or otherwise
becomes aware of:

any development that affects the scope or time of performance of Engineer’s services;

the presence at the Site of any Constituent of Concern; or

any relevant, material defect or nonconformance in: (a) Engineer’s services, (b) the
Work, (c) the performance of any Constructor, or (d) Owner’s performance of its
responsibilities under this Agreement.

Owner shall advise Engineer of the identity and scope of services of any independent
consultants employed by Owner to perform or furnish services in regard to a Specific Project,
including, but not limited to, cost estimating, project peer review, value engineering, and
constructability review.
If Owner designates a construction manager, site representative, or any individual or entity
other than, or in addition to, Engineer to represent Owner at the Site, then Owner shall
define and set forth, in an exhibit to the governing Task Order, the duties, responsibilities,
and limitations of authority of such other party and the relation thereof to the duties,
responsibilities, and authority of Engineer.
Owner shall:
1.

Attend and participate in the pre-bid conference, bid opening, pre-construction
conferences, construction progress and other job-related meetings, and Site visits to
determine Substantial Completion and readiness of the completed Work for final
payment.

Primarily communicate with Engineer’s Subcontractors and Subconsultants through the
Engineer.
a.

Promptly inform Engineer of the substance of any communications between
Owner and Engineer’s Subcontractors or Subconsultants.

Refrain from directing the services of Engineer’s Subcontractors or Subconsultants.

Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of
each Task Order, as required.

Perform or provide the following:

Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
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a.
2.06

All other Owner responsibilities expressly identified in any Task Order, not
otherwise set forth in this Agreement.

Payment
A.

Owner shall pay Engineer as set forth in each Task Order, pursuant to the applicable terms
of Article 4.

ARTICLE 3—TERM AND TIMES FOR RENDERING SERVICES
3.01

3.02

Term

This Agreement will be effective and applicable to Task Orders issued hereunder for three
(3) years from the Effective Date of the Agreement.

The parties may extend or renew this Agreement, with or without changes, by written
instrument establishing a new term.

Commencement
A.

3.03

Engineer is authorized to begin rendering services under a Task Order as of the Effective Date
of the Task Order.

Time for Completion
A.

The Effective Date of the Task Order and the times for completing services or providing
deliverables will be stated in each Task Order.

If, through no fault of Engineer, such periods of time or dates are changed, or the orderly
and continuous progress of Engineer’s services is impaired, or Engineer’s services are delayed
or suspended, then the time for completion of Engineer’s services, and the rates and
amounts of Engineer’s compensation, will be adjusted equitably.

If Owner authorizes changes in the scope, extent, or character of a Specific Project, or of
Engineer’s services, then the time for completion of Engineer’s services, and the rates and
amounts of Engineer’s compensation, will be adjusted equitably.

If the Contract Times to complete the Work under a Construction Contract are extended
beyond the period stated in the governing Task Order, Owner will pay Engineer for the
additional services during the extension based on the Standard Hourly Rates Method of
Payment.

If Engineer fails, for reasons within the control of Engineer, to complete the performance
required in a Task Order within the time set forth, as duly adjusted, then Owner shall be
entitled, as its sole remedy, to the recovery of direct damages to the extent, if any, resulting
from such failure by Engineer.

ARTICLE 4—INVOICES AND PAYMENTS

4.01

Invoices
A.

Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its
standard invoicing practices; the terms of any progress reporting and special invoicing
requirements in Paragraph 1.03, or as otherwise required in Exhibit A to the Task Order; and
Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
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with the applicable terms of Exhibit A to Main Agreement, Standard Hourly Rates Schedule.
Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable
within 30 days of receipt.
Payments
A.

Application to Interest and Principal: Payment will be credited first to any interest owed to
Engineer and then to principal.

Disputed Invoices: If Owner disputes an invoice, either as to amount or entitlement, then
Owner shall promptly advise Engineer in writing of the specific basis for doing so, may
withhold only that portion so disputed, and must pay the undisputed portion, subject to the
terms of Article 4. After a disputed item has been resolved, Engineer shall include the agreedupon amount on a new invoice.

Failure to Pay: If Owner fails to make any undisputed payment due Engineer within 30 days
after receipt of Engineer’s invoice, then:

4.03

amounts due Engineer will be increased at the rate of 1.0% per month (orthe maximum
rate of interest permitted by law, if less) from said thirtieth day, and

Engineer may, after giving 7 days’ written notice to Owner, suspend services under this
Agreement until Owner has paid in full amounts due. Owner waives any and all claims
against Engineer for any such suspension.

Sales or Use Taxes: If after the Effective Date of a Task Order any governmental entity takes
an action that imposes additional sales or use taxes on Engineer’s services or compensation
under the Task Order, then Engineer may invoice such additional sales or use taxes for
reimbursement by Owner. Owner shall reimburse Engineer for the cost of such invoiced
additional sales or use taxes; such reimbursement will be in addition to the compensation to
which Engineer is entitled under the terms of this Main Agreement and the specific Task
Order.

Basis of Compensation
A.

The bases of compensation (compensation methods) for Basic Services (including if
applicable the bases of compensation for individual phases of Basic Services) and for
Additional Services must be identified in each specific Task Order (Task Order Form,
Paragraph 6). Owner shall pay Engineer for services in accordance with the applicable basis
of compensation.

The following bases of compensation are used for services under Task Orders, as identified
in each specific Task Order:

C.
4.04

Lump Sum (plus any expenses expressly eligible for reimbursement)

Standard Hourly Rates (plus any expenses expressly eligible for reimbursement)

The terms and conditions applicable to each of the compensation methods are set forth in
Paragraph 4.04.

Explanation of Compensation Methods
A.

Lump Sum
1.

Owner shall pay Engineer a Lump Sum amount for the specified category of services.
Main Agreement.
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4.05

The Lump Sum will include compensation for Engineer’s services and services of
Engineer’s Subcontractors and Subconsultants, if any. The Lump Sum constitutes full
and complete compensation for Engineer’s services in the specified category, including
labor costs, overhead, profit, expenses (other than those expenses expressly eligible for
reimbursement, if any), and Engineer’s Subcontractor and Subconsultant charges.

In addition to the Lump Sum, Engineer is also entitled to reimbursement from Owner
for the following expenses reasonably and necessarily incurred by Engineer in
connection with the performing or furnishing of the services in the specified category
(see Exhibit A for rates or charges): as specified in 4.05

The portion of the Lump Sum amount billed for Engineer’s services will be based upon
Engineers estimate of the proportion of the total services completed during the billing
period to the Lump Sum.

Standard Hourly Rates
1.

For the specified category of services, the Owner shall pay Engineer an amount equal to
the cumulative hours charged to the Specific Project by each class of Engineer’s
employees times Standard Hourly Rates for each applicable billing class. Under this
method, Engineer shall also be entitled to reimbursement from Owner for the expenses
identified in Paragraph 4.05 below, and Exhibit A.

Standard Hourly Rates include salaries and wages paid to personnel in each billing class
plus the cost of customary and statutory benefits, general and administrative overhead,
non-project operating costs, and operating margin or profit.

Engineers Reimbursable Expenses Schedule and Standard Hourly Rates are attached to
this Agreement as Exhibit A.

The total estimated compensation for the specified category of services will be stated
in the Task Order. This total estimated compensation will incorporate all labor at
Standard Hourly Rates, and reimbursable expenses (including Engineer’s Subcontractor
and Subconsultant charges, if any).

The amounts billed will be based on the cumulative hours charged to the specified
category of services on the Specific Project during the billing period by each class of
Engineer’s employees times Standard Hourly Rates for each applicable billing class, plus
reimbursable expenses (including Engineer’s Subcontractor and Subconsultant charges,
if any).

The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted
annually (January 1) to reflect equitable changes in the compensation payable to
Engineer.

Reimbursable Expenses
A.

Under the Lump Sum method basis of compensation to Engineer, unless expressly indicated
otherwise the Lump Sum amount includes the following categories of expenses:
transportation (including mileage), lodging, and subsistence incidental thereto; providing
and maintaining field office facilities including furnishings and utilities; toll telephone calls,
mobile phone services, and courier charges; reproduction of reports, Drawings,
Specifications, bidding-related or other procurement documents, Construction Contract
Main Agreement.
EicDc® E-50S, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
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Documents, and similar Specific Project-related items; and Engineer’s Subcontractor and
Subconsultant charges. These expenses are not reimbursable under the Lump Sum method,
unless expressly indicated otherwise in Paragraph 4.04.A.3 above.
B.

Transportation (including mileage), lodging, and subsistence incidental thereto;

Providing and maintaining field office facilities including furnishings and utilities;

Toll telephone calls, mobile phone services, and courier services; reproduction of
reports, Drawings, Specifications, bidding-related or other procurement documents,
Construction Contract Documents, and similar Specific Project-related items;

Consultant charges; and

Other expenses identified in Exhibit A.

Reimbursable expenses reasonably and necessarily incurred in connection with services
provided under the Direct Labor Costs Times a Factor and Standard Hourly Rate methods
must be paid at the rates set forth in Exhibit A, Reimbursable Expenses Schedule, subject to
the factors set forth below.

The amounts payable to Engineer for reimbursable expenses will be the Project-specific
internal expenses actually incurred or allocated by Engineer, plus all invoiced external
reimbursable expenses allocable to the Specific Project, per Exhibit A.

Whenever Engineer is entitled to compensation for the charges of its Consultants, those
charges will be the amount billed per Exhibit A.

The external reimbursable expenses and Consultants’ factors include Engineer’s overhead
and profit associated with Engineer’s responsibility for the administration of such services
and costs.

Other Provisions Concerning Payment
A.

Estimated Compensation Amounts
1.

Engineer’s estimate of the amounts that will become payable for services are only
estimates for planning purposes, are not binding on the parties, and are not the
minimum or maximum amounts payable to Engineer under the Agreement.

When estimated compensation amounts have been stated in a Task Order and it
subsequently becomes apparent to Engineer that a compensation amount thus
estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing
Owner to consider its options, including suspension or termination for Owner’s
convenience of Engineer’s services under the Task Order. Upon notice, Owner and
Engineer will promptly review the matter of services remaining to be performed and
compensation for such services. Owner shall either exercise its right to suspend or
terminate Engineer’s services under the Task Order for Owner’s convenience, agree to
such compensation exceeding said estimated amount, or agree to a reduction in the
Main Agreement.

Eicoc® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
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4.06

Expenses eligible for reimbursement under the Standard Hourly Rate methods of
compensation include the following expenses reasonably and necessarily incurred by
Engineer in connection with the performing or furnishing of Basic and Additional Services for
the Task Order:

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remaining services to be rendered by Engineer, so that total compensation for such
services will not exceed said estimated amount when such services are completed. If
Owner decides not to suspend the Engineer’s services during the negotiations and
Engineer exceeds the estimated amount before Owner and Engineer have agreed to an
increase in the compensation due Engineer or a reduction in the remaining services,
then Engineer will be paid for all services rendered.
ARTICLE 5—OPINIONS OF COST
5.01

Opinions of Probable Construction Cost
A.

5.02

Engineer’s opinions of probable Construction Cost (if any) are to be made on the basis of
Engineer’s experience, qualifications, and general familiarity with the construction industry.
However, because Engineer has no control over the cost of labor, materials, equipment, or
services furnished by others, or over contractors’ methods of determining prices, or over
competitive bidding or market conditions, Engineer cannot and does not guarantee that
proposals, bids, or actual Construction Cost will not vary from opinions of probable
Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable
Construction Cost, then Owner agrees to obtain an independent cost estimate.

Opinions of Total Project Costs
A.

The services, if any, of Engineer with respect to Total Project Costs will be limited to assisting
the Owner in tabulating the various categories that comprise Total Project Costs. Engineer
assumes no responsibility for the accuracy of any opinions of Total Project Costs.

ARTICLE 6—GENERAL CONSIDERATIONS
6.01

Standards of Performance
A.

Standard of Care: The standard of care for all professional engineering and related services
performed or furnished by Engineer under this Agreement will be the care and skill ordinarily
used by members of the subject profession practicing under similar circumstances at the
same time and in the same locality. Engineer makes no warranties, express or implied, under
this Agreement or otherwise, in connection with any services performed or furnished by
Engineer.

Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the
technical accuracy of Engineer’s services. Engineer shall correct deficiencies in technical
accuracy without additional compensation, unless such corrective action is directly
attributable to deficiencies in Owner-furnished information.

Engineer’s Subcontractors and Subconsultants: Engineer may retain such Engineer’s
Subcontractors and Subconsultants as Engineer deems necessary to assist in the
performance or furnishing of the services, subject to reasonable, timely, and substantive
objections by Owner.

Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer
may use or rely upon design elements and information ordinarily or customarily furnished by
others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the
publishers of technical standards.
Main Agreement.
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Compliance with Laws and Regulations, and Policies and Procedures

Engineer and Owner shall comply with applicable Laws and Regulations.

Engineer shall comply with the policies, procedures, and instructions of Owner that are
applicable to Engineer’s performance of services under this Agreement and that Owner
provides to Engineer in writing, subject to the standard of care set forth in
Paragraph 6.O1.A, and to the extent compliance is not inconsistent with professional
practice requirements.

This Agreement is based on Laws and Regulations and Owner-provided written policies
and procedures as of the Effective Date. The following may be the basis for
modifications to Owner’s responsibilities or to Engineer’s scope of services, times of
performance, or compensation:
a.

changes after the Effective Date of the Task Order to Laws and Regulations,

the receipt by Engineer after the Effective Date of the Task Order of Ownerprovided written policies and procedures, and

changes after the Effective Date of the Task Order to Owner-provided written
policies or procedures.

General Conditions of Construction Contract: The general conditions for any construction
contract documents prepared hereunder are to be the current edition of EJCDC® C-700,
Standard General Conditions of the Construction Contract, prepared by the Engineers Joint
Contract Documents Committee, unless expressly indicated otherwise in this Agreement.

Copies of Drawings and Specifications: If Engineer is required to prepare or furnish Drawings
or Specifications under a specific Task Order, Engineer shall deliver to Owner at least one
complete electronic copy of such Drawings and Specifications, signed and sealed according
to applicable Laws and Regulations, and one complete printed copy, duly signed and sealed.

Engineer shall not be required to sign any document, no matter by whom requested, that
would result in Engineer having to certify, guarantee, or warrant conditions whose existence
the Engineer cannot ascertain within the authorized scope of Engineer’s services. Owner
agrees not to make resolution of any dispute with Engineer or payment of any amount due
to Engineer in any way contingent upon Engineer signing any such document.
Engineer shall not at any time supervise, direct, control, or have authority over any
Constructor’s work, nor will Engineer have authority over or be responsible for the means,
methods, techniques, sequences, or procedures of construction selected or used by any
Constructor, or the safety precautions and programs incident thereto, for security or safety
at the Site, nor for any failure of a Constructor to comply with Laws and Regulations
applicable to that Constructor’s furnishing and performing of its work. Engineer shall not be
responsible for the acts or omissions of any Constructor.
Engineer neither guarantees the performance of any Constructor nor assumes responsibility
for any Constructor’s failure to furnish and perform the Work in accordance with the
Construction Contract Documents.

Main Agreement.
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6.02

Engineer shall not be responsible for any decision made regarding the Construction Contract
Documents, or any application, interpretation, clarification, or modification of the
Construction Contract Documents, other than those made by Engineer.

Engineer is not required to provide and does not have any responsibility for surety bonding
or insurance-related advice, recommendations, counseling, or research, or enforcement of
construction insurance or surety bonding requirements.

Engineer’s services do not include providing legal advice or representation.

Engineer’s services do not include (1) serving as a “municipal advisor” for purposes of the
registration requirements of Section 975 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (2010) or the municipal advisor registration rules issued by the
Securities and Exchange Commission, or (2) advising Owner, or any municipal entity or other
person or entity, regarding municipal financial products or the issuance of municipal
securities, including advice with respect to the structure, timing, terms, or other similar
matters concerning such products or issuances.

While at the Site, Engineer, its Subconsultants, and Engineer’s Subcontractors, and their
employees and representatives will comply with the applicable requirements of Contractor’s
and Owner’s safety programs of which Engineer has been informed in writing.

Ownership and Use of Documents
A.

All Documents are instruments of service, and Engineer owns the Documents, including all
associated copyrights and the right of reuse at the discretion of the Engineer. Engineer shall
continue to own the Documents and all associated rights whether or not the Specific Project
is completed. Models are not considered “Documents” and ownership of modeling shall be
specified by Task Order.
1.

Owner may make and retain copies of Documents for information and reference in
connection with the use of the Documents on the Specific Project.

Engineer grants Owner a limited license to use the Documents on the Specific Project,
extensions of the Specific Project, and for related uses of the Owner, subject to receipt
by Engineer of full payment due and owing for all services relating to preparation of the
Documents, and subject to the following limitations:
a.

Owner acknowledges that such Documents are not intended or represented to be
suitable for use on the Specific Project unless completed by Engineer, or for use or
reuse by Owner or others on extensions of the Specific Project, on any other
project, or for any other use or purpose, without written verification or adaptation
by Engineer;

any such use or reuse, or any modification of the Documents, without written
verification, completion, or adaptation by Engineer, as appropriate for the specific
purpose intended, will be at Owner’s sole risk and without liability or legal exposure
to Engineer orto its officers, directors, members, partners, agents, employees, and
Subconsultants;

Owner shall indemnify and hold harmless Engineer and its officers, directors,
members, partners, agents, employees, and Subconsultants from all claims,
damages, losses, and expenses, including attorneys’ fees, arising out of or resulting
Main Agreement.

EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
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and American Society of Civil Engineers. All rights reserved.
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from any use, reuse, or modification of the Documents without written verification,
completion, or adaptation by Engineer; and
d.
B.

If Engineer, at Owner’s request, verifies the suitability of the Documents, completes them,
or adapts them for extensions of the Project or for any other purpose, then Owner shall
compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer.

Engineer shall inform Owner if Engineer s aware of any invention, design, process, product,
or device specified in the Drawings, Specifications, or other Documents that is subject to
payment (whether by Owner or Contractor) of any license fee or royalty to others, as
required by patent rights or copyrights. If Engineer’s good-faith inclusion in the Drawings,
Specifications, or other Documents of new, innovative, or non-standard technologies, for the
benefit of Owner and the Project, results in third-party claims of infringement or violation of
intellectual property rights, then Owner and Engineer shall share equally the costs of
defending against, settling, or paying such claims.

Engineer will obtain Owner’s consent, which will not be unreasonably withheld, prior to
releasing any publicity, including news and press releases, promotional publications, award
and prize competition submittals, and other advertising regarding the subject matter of this
Agreement. Nothing herein will limit the Engineer’s right to include information in
statements of qualifications and proposals to others accurately describing its participation
and participation of employees in the Project.

Electronic Transmittals
A.

To the fullest extent practical, Owner and Engineer agree to transmit, and accept, all
correspondence, Documents, text, data, drawings, information, and graphics related to each
Specific Project, in electronic media or digital format, either directly, or through access to a
secure Project website, in accordance with Exhibit F, Electronic Documents Protocol (EDP).
1.

Compliance with the EDP by Engineer shall be considered a Basic Service and no direct
or separate compensation will be paid to Engineer for such compliance, unless
provisions for separate compensation are expressly set forth in the EDP or in a specific
Task Order.

Engineer’s costs directly attributable to changes in Engineer’s Electronic Documents
obligations, after the effective date of this Agreement, necessitated by revisions to
Exhibit F, delayed adoption of Exhibit F, or implementation of other Electronic
Documents protocols, will be compensated as Additional Services.

If this Agreement does not include Exhibit F, or a specific Task Order expressly excludes the
application of Exhibit F or otherwise does not establish or include protocols for transmittal
of Electronic Documents by Electronic Means, then Owner and Engineer may operate
without specific protocols or may jointly develop such protocols at a later date.

Except as stated otherwise in Exhibit F (if included in this Agreement), when transmitting
Electronic Documents by Electronic Means, the transmitting party makes no representations
as to long term compatibility, usability, or readability of the Electronic Documents resulting
from the recipient’s use of software application packages, operating systems, or computer

Main Agreement.
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6.03

such limited license to Owner shall not create any rights in third parties.

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hardware differing from those used in the drafting or transmittal of the Electronic
Documents, or from those established in applicable protocols.
D.

6.04

This Agreement (including the EDP) is not intended to create obligations for Owner or
Engineer with respect to transmittals to or from third parties, except as expressly stated in
the EDP.

Insurance
A.

Engineer shall procure and maintain insurance as set forth in Exhibit G.

Additional Insureds: The Engineer’s commercial general liability, automobile liability, and
umbrella or excess liability policies, must:
1.

include and list as additional insureds Owner, and any individuals or entities identified
as additional insureds in Exhibit G;

include coverage for the respective officers, directors, members, partners, and
employees of all such additional insureds;

afford primary coverage to these additional insureds for all claims covered thereby
(including as applicable those arising from both ongoing and completed operations);
and

not seek contribution from insurance maintained by the additional insured.

Owner shall require Contractor to purchase and maintain policies of insurance covering
workers’ compensation, general liability, motor vehicle damage and injuries, and other
insurance necessary to protect Owner’s and Engineer’s interests in the Project. Owner shall
require Contractor to cause Engineer, its Subconsultants, and Engineer’s Subcontractors to
be listed as additional insureds with respect to such liability insurance purchased and
maintained by Contractor for the Project. Owner shall give Engineer access to any certificates
of insurance and copies of endorsements and policies obtained by Owner from Contractor.

Owner and Engineer shall each deliver to the other certificates of insurance evidencing the
coverages indicated in Exhibit 6. Such certificates must be furnished prior to commencement
of Engineer’s services and at renewals thereafter during the life of the Agreement.
1.

Upon request by Owner or any other insured, Engineer shall also furnish other evidence
of such required insurance, including but not limited to copies of policies,
documentation of applicable self-insured retentions (if allowed) and deductibles, full
disclosure of all relevant exclusions, and evidence of insurance required to be purchased
and maintained by Subconsultants and Engineer’s Subcontractors. In any
documentation made available for review under this provision, Engineer may redact (a)
any confidential premium or pricing information and (b) any wording specific to projects
or jurisdictions other than those applicable to this Agreement.

All construction contracts entered into by Owner with respect to a Specific Project must
require builder’s risk or similar property insurance.

All policies of property insurance relating to a Specific Project, including but not limited to
any builder’s risk or similar policy, must allow for waiver of subrogation rights and contain
provisions to the effect that in the event of payment of any loss or damage the insurers will
have no rights of recovery against any insured thereunder or against Engineer, its
Main Agreement.
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Subconsultants, or Engineer’s Subcontractors. Owner and Engineer waive all rights against
each other, Contractor, Engineer’s Subcontractors and Subconsultants, and the respective
officers, directors, members, partners, employees, agents, consultants, and subcontractors
of each and any of them, for all losses and damages caused by, arising out of, or resulting
from any of the perils or causes of loss covered by any such builder’s risk or similar policy and
any other property insurance relating to the Specific Project. Owner and Engineer shall take
appropriate measures in other Specific Project-related contracts to secure waivers of rights
consistent with those set forth in this paragraph.
All policies of insurance must contain a provision or endorsement that the coverage afforded
will not be canceled, and that renewal will not be refused, until at least 10 days prior written
notice has been given to the primary insured. Upon receipt of such notice, the primary
insured must promptly forward a copy of the notice to the other party to this Agreement and
replace the coverage being cancelled or reduced to conform to the requirements of this
Agreement.

At any time, Owner may request that Engineer, or Engineer’s Subcontractors or
Subconsultants, at Owner’s sole expense, provide additional insurance coverage, increased
limits, or revised deductibles that are more protective than those specified in Exhibit G. If so,
requested by Owner, and if commercially available, Engineer shall obtain and shall require
Engineer’s Subcontractors or Subconsultants to obtain such additional insurance coverage,
different limits, or revised deductibles for such periods of time as requested by Owner, and
Exhibit G will be supplemented to incorporate these requirements.

Suspension and Termination
A.

Suspension
1.

By Owner: Owner may suspend Engineer’s services under a specific Task Order for up to
90 days upon 7 days’ written notice to Engineer.

By Engineer: Engineer may, after giving 7 days’ written notice to Owner, suspend
services under a Task Order:

if Owner has failed to pay Engineer for invoiced services and expenses under that
Task Order, as set forth in Paragraphs 4.02.B and 4.02.C;

in response to the presence of Constituents of Concern at the Site, as set forth in
Paragraph 6.09.D; or

if persistent circumstances beyond the control of Engineer have prevented it from
performing its obligations under the Task Order.

A suspension under a specific Task Order, whether by Owner or Engineer, does not
affect the duty of the two parties to proceed with their obligations under other Task
Orders.

Termination for Cause—Task Order
1.

Either party may terminate a Task Order for cause upon 30 days’ written notice in the
event of substantial failure by the other party to perform in accordance with the terms
of this Agreement and the specific Task Order, through no fault of the terminating party.

Main Agreement.

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6.05

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Notwithstanding the foregoing, the Task Order will not terminate under
Paragraph 6.05.B.1 if the party receiving such notice begins, within 7 days of receipt
of such notice, to correct its substantial failure to perform and proceeds diligently
to cure such failure within no more than 30 days of receipt thereof; provided,
however, that if and to the extent such substantial failure cannot be reasonably
cured within such 30 day period, and if such party has diligently attempted to cure
the same and thereafter continues diligently to cure the same, then the cure period
provided for herein will extend up to, but in no case more than, 60 days after the
date of receipt of the notice.

In addition to its termination rights in Paragraph 6.05.B.1, Engineer may terminate a
Task Order for cause upon 7 days’ written notice:
a.

if Owner demands that Engineer furnish or perform services contrary to Engineer’s
responsibilities as a licensed professional;

if the Engineer’s services under the Task Order are delayed or suspended for more
than 90 days for reasons beyond Engineer’s control; or

as the result of the presence at or adjacent to the Site of undisclosed Constituents
of Concern, as set forth in Paragraph 6.09.E.

Engineer will have no liability to Owner on account of any termination by Engineer for
cause.

Termination for Cause—Main Agreement: In the case of a default by Owner in its obligation
to pay Engineer for its services under more than one specific Task Order, Engineer may
request immediate payment of all amounts invoiced on other Task Orders, and may invoice
Owner for continued services on such Task Orders on a two-week billing cycle, with payment
due within one week of an invoice. If Owner fails to make such payments, then upon 7 days’
notice Engineer may terminate this Main Agreement and all Task Orders.

Termination for Convenience by Owner: Owner may terminate a Task Order or this Main
Agreement for Owner’s convenience, effective upon Engineer’s receipt of notice from
Owner.

Effective Date of Termination: If Owner terminates the Main Agreement for cause or
convenience, Owner may set the effective date of termination at a time up to 30 days later
than otherwise provided to allow Engineer to demobilize personnel and equipment from the
Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the
status of completed and uncompleted tasks, and to assemble project materials in orderly
files. Engineer shall be entitled to compensation for such tasks.

Payments Upon Termination: In the event of any termination under Paragraph 6.05,
Engineer will be entitled to invoice Owner and to receive full payment for all services that
have been performed or furnished in accordance with this Main Agreement and the specific
Task Order, and all reimbursable expenses incurred through the effective date of
termination. Upon making such payment, Owner will have the limited right to the use of
Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.02.A.
1.

If Owner has terminated a Task Order for cause and disputes Engineer’s entitlement to
compensation for services and reimbursement of expenses, then Engineer’s entitlement
Main Agreement.

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to payment and Owner’s rights to the use of the Documents will be resolved in
accordance with the dispute resolution provisions of this Main Agreement or as
otherwise agreed in writing.
2.

6.07

Successors, Assigns, and Beneficiaries
A.

Owner and Engineer are hereby bound and the successors, executors, administrators, and
legal representatives of Owner and Engineer (and to the extent permitted by
Paragraph 6.06.B the assigns of Owner and Engineer) are hereby bound to the other party to
this Agreement and to the successors, executors, administrators and legal representatives
(and said assigns) of such other party, in respect of all covenants, agreements, and
obligations of this Main Agreement and any Task Order issued under this Main Agreement.

Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest
(including, but without limitation, claims arising out of this Agreement or money that is due
or may become due) in this Main Agreement, or in any Task Order, without the written
consent of the other party, except to the extent that any assignment, subletting, or transfer
is mandated by law. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or
responsibility under this Main Agreement or any Task Order.

Unless expressly provided otherwise in this Main Agreement:
1.

All duties and responsibilities undertaken pursuant to this Main Agreement or any Task
Order will be for the sole and exclusive benefit of Owner and Engineer and not for the
benefit of any other party.

Nothing in this Main Agreement or in any Task Order will be construed to create,
impose, or give rise to any duty owed by Owner or Engineer to any Constructor, other
third-party individual or entity, or to any surety for or employee of any of them.

Owner agrees that the substance of the provisions of this Paragraph 6.06.C will appear
in all Construction Contracts associated with this Main Agreement and its Task Orders.

Dispute Resolution
A.

Owner and Engineer agree to negotiate all disputes between them in good faith for a period
of 30 days from the date of notice, prior to invoking mediation.

Mediation: Owner and Engineer agree that they shall first submit any and all unsettled
claims, counterclaims, disputes, and other matters in question between them arising out of
or relating to this Main Agreement or any Task Order hereunder, or to any breach of this
Main Agreement or any Task Order (“Disputes”) to mediation. Owner and Engineer agree to
Main Agreement.
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6.06

If Owner has terminated the Main Agreement for convenience, or if Engineer has
terminated a Task Order for cause, then Engineer will be entitled, in addition to the
payments identified above, to invoice Owner and receive payment of a reasonable
amount for services and expenses directly attributable to termination, both before and
after the effective date of termination, such as reassignment of personnel, costs of
terminating contracts with Engineer’s Subcontractors or Subconsultants, and other
related close-out costs, using methods and rates for Additional Services as set forth in
this Main Agreement.

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participate in the mediation process in good faith. The process will be conducted on a
confidential basis, and must be completed within 120 days.
C.

6.08

6.09

If the parties fail to resolve a dispute through mediation under Paragraph 6.07.B, then either
or both may invoke the applicable dispute resolution procedures of Exhibit H. If Exhibit H is
not included, or if no applicable dispute resolution method is specified in Exhibit H, then the
parties may exercise their rights at law.

Controlling Law; Venue
A.

This Main Agreement and all Task Orders (unless expressly stated otherwise) are to be
governed by the Laws and Regulations of the state in which the principal office of the Owner
is located: Gunnison, Colorado.

Venue for any exercise of rights at law will be the District Court, Gunnison, Colorado.

Environmental Condition of Site
A.

With respect to each specific Task Order, Specific Project, and Site (unless indicated
otherwise in a specific Task Order), Owner represents to Engineer that, as of the Effective
Date of the Task Order, to the best of Owner’s knowledge, no Constituents of Concern, other
than those disclosed in writing to Engineer, exist at or adjacent to the Site.

Undisclosed Constituents of Concern. For purposes of this Paragraph 6.09, the presence at
or adjacent to the Site of Constituents of Concern that were not disclosed to Engineer
pursuant to Paragraph 6.09.A, in such quantities or circumstances that such Constituents of
Concern may present a danger to persons or property exposed to them, will be referred to
as “undisclosed” Constituents of Concern.
1.

The presence at the Site of materials that are necessary for the execution of the Work,
or that are to be incorporated in the Work, and that are controlled and contained
pursuant to industry practices, Laws and Regulations, and the requirements of this
Agreement or the Construction Contract, are not undisclosed Constituents of Concern.

Constituents of Concern that are to be located, identified, studied, removed, or
remediated as part of the services under a Task Order are not undisclosed Constituents
of Concern.

Constituents of Concern that are to be located, identified, studied, removed, or
remediated as part of the services under another professional services contract for
Owner, or as part of the work under a construction or remediation contract, are not
undisclosed Constituents of Concern if Engineer has been informed of the general scope
of such contract.

If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then
Engineer shall notify (1) Owner and (2) appropriate authorities having jurisdiction if Engineer
reasonably concludes that doing so is required by applicable Laws or Regulations.

It is acknowledged by both parties that for all Task Orders the Engineer’s scope of services
does not include any services related to undisclosed Constituents of Concern. If Engineer or
any other party encounters, uncovers, or reveals an undisclosed Constituent of Concern, or
if encountered, uncovered, or revealed Constituents of Concern are present in substantially
greater quantities or substantially different locations than disclosed or anticipated, or if
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investigative or remedial action, or other professional services, are necessary or required by
applicable Laws and Regulations with respect to such Constituents of Concern, then Engineer
may, at its option and without liability for direct, consequential, or any other damages,
suspend performance of services on the portion of the Specific Project adversely affected
thereby until such portion of the Specific Project is no longer so affected; and Owner shall
promptly determine whether to retain a qualified expert to evaluate such condition or take
any necessary corrective action.
E.

if the adverse effects do not preclude Engineer from completing its Specific Project
services in general accordance with the Task Order on unaffected or marginally affected
portions of the Specific Project, Engineer may accept an equitable adjustment in its
compensation or in the time of completion, or both; and the Task Order will be amended
to reflect changes necessitated by the presence of such Constituents of Concern; or

if the adverse effects are of such materiality to the overall performance of Engineer that
it cannot complete its Specific Project services without significant changes to the scope
of services, time of completion, and compensation, then Engineer may terminate the
Task Order for cause on 7 days’ written notice.

Owner acknowledges that Engineer is performing professional services for Owner and that
Engineer is not and will not be required to become an owner, “arranger,” “operator,”
“generator,” or “transporter” of hazardous substances, as defined in the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are
or may be encountered at or near the Site in connection with Engineer’s activities under this
Agreement.

Indemnification and Mutual Waiver
A.

Indemnification by Engineer: To the fullest extent permitted by Laws and Regulations,
Engineer shall indemnify and hold harmless Owner, and Owner’s officers, directors,
members, partners, agents, and employees, from losses, damages, and judgments (including
reasonable consultants’ and attorneys’ fees and expenses) arising from third-party claims or
actions relating to a Specific Project, provided that any such claim, action, loss, damages, or
judgment is attributable to bodily injury, sickness, disease, or death, or to injury to or
destruction of tangible property (other than the Work itself), including the loss of use
resulting therefrom, but only to the extent caused by any negligent act or omission of
Engineer or Engineer’s officers, directors, members, partners, agents, employees,
Subconsultants, or Engineer’s Subcontractors. This indemnification provision is subject to
and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I,
“Limitations of Liability.”

Environmental Indemnification: To the fullest extent permitted by Laws and Regulations,
Owner shall indemnify and hold harmless Engineer and its officers, directors, members,
partners, agents, employees, Subconsultants, and Engineer’s Subcontractors from all claims,
costs, losses, damages, actions, and judgments (including reasonable consultants’ and
Main Agreement.
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6.10

If the presence at a Site of undisclosed Constituents of Concern, or of Constituents of Concern
in substantially greater quantities or in substantially different locations than disclosed or
anticipated, adversely affects the performance of Engineer’s services under a specific Task
Order, then:

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attorney’s fees and expenses) caused by, arising out of, relating to, or resulting from a
Constituent of Concern at, on, or under a Site, provided that:

6.11

any such claim, cost, loss, damages, action, or judgment is attributable to bodily injury,
sickness, disease, or death, orto injury to or destruction of tangible property (other than
the Work itself), including the loss of use resulting therefrom, and

nothing in this paragraph obligates Owner to indemnify any individual or entity from
and against the consequences of that individual’s or entitys own negligence or willful
misconduct.

No Defense Obligation: The indemnification commitments in this Agreement do not include
a defense obligation by the indemnitor unless such obligation is expressly stated.

Percentage Share of Negligence: To the fullest extent permitted by Laws and Regulations, a
party’s total liability to the other party and anyone claiming by, through, or under the other
party for any cost, loss, or damages caused in part by the negligence of the party and in part
by the negligence of the other party or any other negligent entity or individual, will not
exceed the percentage share that the party’s negligence bears to the total negligence of
Owner, Engineer, and all other negligent entities and individuals.

Mutual Waiver: To the fullest extent permitted by Laws and Regulations, Owner and Engineer
waive against each other, and the other’s employees, officers, directors, members, agents,
insurers, partners, and consultants, any and all claims for or entitlement to special,
incidental, indirect, or consequential damages arising out of, resulting from, or in any way
related to this Agreement, any Task Order, or a Specific Project, from any cause or causes.
Such excluded damages include but are not limited to loss of profits or revenue; loss of use
or opportunity; loss of good will; cost of substitute facilities, goods, or services; and cost of
capital.

Records Retention
A.

6.12

Engineer shall maintain on file in legible form, for a period of five years following completion
or termination of its services under a specific Task Order, or such other period as required by
Laws and Regulations, all Documents, records (including cost records), and design
calculations related to Engineer’s services or pertinent to Engineer’s performance under the
Task Order. Upon Owner’s request, Engineer shall provide a copy of any such item to Owner
at cost.

Miscellaneous Provisions
A.

Notices: Any notice required under this Main Agreement or a Task Order will be in writing,
and delivered: in person (by commercial courier or otherwise); by registered or certified mail;
or by e-mail to the recipient, with the words “Formal Notice” or similar in the e-mail’s subject
line. All notices must be effective upon the date of receipt.

Survival: Subject to applicable Laws and Regulations, all express representations, waivers,
indemnifications, and limitations of liability included in this Main Agreement or in a Task
Order will survive completion or termination for any reason.

Severability: Any provision or part of the Main Agreement or any Task Order held to be void
or unenforceable under any Laws or Regulations will be deemed stricken, and all remaining
provisions will continue to be valid and binding upon Owner and Engineer.
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No Waiver: A party’s non-enforcement of any provision will not constitute a waiver of that
provision, nor will it affect the enforceability of that provision or of the remainder of this
Agreement.

Accrual of Claims: To the fullest extent permitted by Laws and Regulations, all causes of
action arising under this Main Agreement and any Task Order will be deemed to have
accrued, and all statutory periods of limitation will commence, no later than the date of
Substantial Completion; or, if Engineer’s services do not include Construction Phase services,
or the Specific Project is not completed, then no later than the date of Owner’s last payment
to Engineer under the applicable Task Order.

ARTICLE 7—DEFINITIONS

Defined Terms
A.

Wherever used in this Agreement (as defined herein), terms (including the singular and plural
forms) printed with initial capital letters have the meanings indicated in the text above, in
the exhibits, or in the following definitions:
1.

Addenda—Written or graphic instruments issued prior to the opening of bids which
clarify, correct, or change the bidding requirements or the proposed Construction
Contract Documents.

Additional Services—The services to be performed for or furnished to Owner by
Engineer in accordance with Article 2 of Exhibit A of a specific Task Order.

Agreement—This written contract for professional services between Owner and
Engineer, including the Main Agreement, all exhibits and appendices to the Main
Agreement identified in Paragraphs 8.01 and 8.02, all duly executed amendments, and
all Task Orders, including all exhibits and duly executed amendments to such Task
Orders.
a.

Main Agreement—See definition at Paragraph 7.01.A.28 below.

Application for Payment—The form acceptable to Engineer which is to be used by
Contractor during the course of the Work in requesting progress or final payments and
which is to be accompanied by such supporting documentation as is required by the
Construction Contract.

Basic Services—The services to be performed for or furnished to Owner by Engineer in
accordance with Part 1 of Exhibit A of a specific Task Order.

Bidding/Proposal Documents—Documents related to the selection of the Contractor,
including advertisements or invitations to bid; requests for proposals; instructions to
bidders or proposers, including any attachments such as lists of available Site-related
documents; bid forms; bids; proposal forms; proposals; bidding requirements; and
qualifications documents.

Change Order—A document which is signed by Contractor and Owner and authorizes
an addition, deletion, or revision in the Work or an adjustment in the Construction
Contract Price or the Construction Contract Times, or other revision to the Construction
Contract, issued on or after the effective date of the Construction Contract.
Main Agreement.

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7.01

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Change Proposal—A written request by Contractor, duly submitted in compliance with
the procedural requirements set forth in the Construction Contract, seeking an
adjustment in Construction Contract Price or Construction Contract Times, or both;
contesting an initial decision by Engineer concerning the requirements of the
Construction Contract Documents or the acceptability of Work under the Construction
Contract Documents; challenging a set-off against payments due; or seeking other relief
with respect to the terms of the Construction Contract.

Constituents of Concern—Asbestos, petroleum, radioactive materials, polychlorinated
biphenyls (PCB5), lead-based paint (as defined by the HUD/ EPA standard), hazardous
waste, and any substance, product, waste, or other material of any nature whatsoever
that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations
regulating, relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic, or dangerous waste, substance, or material.

10. Construction Contract—The entire and integrated written contract between the Owner
and Contractor concerning the Work.
11. Construction Contract Documents—Those items designated as “Contract Documents”
in the Construction Contract, and which together comprise the Construction Contract.
See also definition of “Front-End Construction Contract Documents” below.
12. Construction Contract Price—The money that Owner has agreed to pay Contractor for
completion of the Work in accordance with the Construction Contract Documents.
13. Construction Contract Times—The number of days or the dates by which Contractor
must: (a) achieve milestones, if any, in the Construction Contract; (b) achieve
Substantial Completion; and (c) complete the Work.
14. Construction Cost—The cost to Owner of the construction of those portions of a Specific
Project designed or specified by or for Engineer under a Task Order, including
construction labor, services, materials, equipment, insurance, and bonding costs, and
allowances for contingencies. Construction Cost does not include costs of services of
Engineer or other design professionals and consultants; cost of land or rights-of-way, or
compensation for damages to property; Owner’s costs for legal, accounting, insurance
counseling, or auditing services; interest or financing charges incurred in connection
with the Project; or the cost of other services to be provided by others to Owner.
Construction Cost is one of the items comprising Total Project Costs.
15. Constructor—Any person or entity (not including the Engineer, its employees, agents,
representatives, or Subconsulta nts, or Engineer’s Subcontractors), performing or
supporting construction activities relating to a Specific Project, including but not limited
to Contractors, Subcontractors, Suppliers, Owner’s work forces, utility companies, other
contractors, construction managers, design-builders, testing firms, shippers, and
truckers, and the employees, agents, and representatives of any or all of them.
16. Contractor—The entity or individual with which Owner enters into a Construction
Contract.
17. Documents—All documents expressly identified as deliverables in this Main Agreement
or in any Task Order, whether in printed or Electronic Document form, required to be
provided or furnished by Engineer to Owner. Such specifically required deliverables may
Main Agreement.
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include, by way of example, Drawings, Specifications, data, reports, building information
models, and civil integrated management models.
18. Drawings—That part of the Construction Contract Documents that graphically shows
the scope, extent, and character of the Work to be performed by Contractor.
19. Effective Date of the Main Agreement—The date indicated in this Main Agreement on
which it becomes effective, but if no such date is indicated, it means the date on which
the Main Agreement is signed and delivered by the last of the two parties to sign and
deliver.
20. Effective Date of the Task Order—The date indicated in a specific Task Order on which
the Task Order becomes effective, but if no such date is indicated, it means the date on
which the Task Order is signed and delivered by the last of the two parties to sign and
deliver.
21. Electronic Document—Any Specific Project-related correspondence, attachments to
correspondence, data, documents, drawings, information, orgraphics, including but not
limited to Shop Drawings and other Submittals, that are in an electronic or digital
format.
22. Electronic Means—Electronic mail (email), upload/download from a secure Specific
Project website, or other communications methods that allow: (a) the transmission or
communication of Electronic Documents; (b) the documentation of transmissions,
including sending and receipt; (c) printing of the transmitted Electronic Document by
the recipient; (d) the storage and archiving of the Electronic Document by sender and
recipient; and (e) the use by recipient of the Electronic Document for purposes
permitted by this Agreement. Electronic Means does not include the use of text
messaging, or of Facebook, Twitter, Instagram, or similar social media services for
transmission of Electronic Documents.
23. Engineer—The individual or entity named as such in this Main Agreement.
24. Engineer’s Subcontractor—An individual, firm, vendor, or other entity having a contract
with Engineer to furnish general services, equipment, or materials with respect to a
Specific Project as an independent contractor.
25. Fie’d Order—A written order issued by Engineer which requires minor changes in the
Work but does not change the Construction Contract Price or the Construction Contract
Times.
26. Front-End Construction Contract Documents—Those Construction Contract Documents
whose primary purpose is to establish legal and contractual terms and conditions,
typically including the Owner-Contractor agreement, bonds, general conditions, and
supplementary conditions. The term excludes the Drawings and Specifications, and any
Construction Contract Documents delivered or issued after the effective date of the
Construction Contract.
27. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules,
regulations, ordinances, codes, and orders ofany and all governmental bodies, agencies,
authorities, and courts having jurisdiction.

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28. Main Agreement—The portion of the Agreement containing the general terms and
conditions of the contract between Owner and Engineer, applicable to all Task Orders,
including but not limited to provisions regarding task order procedures, Owner
responsibilities, invoice and payment procedures, standard of care, ownership of
documents, suspension and termination, and definitions.
29. Owner—The individual or entity named as such in this Main Agreement and for which
Engineer’s services are to be performed. Unless indicated otherwise, this is the same
individual or entity that will enter into any Construction Contracts concerning Specific
Projects.
30. Record Drawings—Drawings depicting the completed Specific Project, or a specific
portion of the completed Specific Project, prepared by Engineer and based on
Contractor’s record copy of all Drawings, Specifications, Addenda, Change Orders, Work
Change Directives, Field Orders, and written interpretations and clarifications, as
delivered to Engineer and annotated by Contractor to show changes made during
construction.
31. Resident Project Representative—As authorized by a specific Task Order, the
representative of Engineer assigned to assist Engineer at the Site during the
Construction Phase. As used herein, the term Resident Project Representative (RPR)
includes any assistants or field staff of the RPR. The duties and responsibilities of the
RPR (if any) will be as set forth in each Task Order.
32. Samples—Physical examples of materials, equipment, or workmanship that are
representative of some portion of the Work and that establish the standards by which
such portion of the Work will be judged.
33. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or
information that are specifically prepared or assembled by or for Contractor and
submitted by Contractor to illustrate some portion of the Work. Shop Drawings,
whether approved or not, are not Drawings and are not Construction Contract
Documents.
34. Site—Lands or areas to be indicated in the Construction Contract Documents for a
Specific Project as being furnished by Owner upon which the Work is to be performed,
including rights-of-way and easements, and such other lands furnished by Owner which
are designated for the use of Contractor.
35. Specifications—The part of the Construction Contract Documents that consists of
written requirements for materials, equipment, systems, standards, and workmanship
as applied to the Work, and certain administrative requirements and procedural matters
applicable to the Work.
36. Specific Project—A specifically identified and defined total undertaking to be
accomplished for Owner by engineers, contractors, and others, including planning,
study, design, construction, testing, commissioning, and start-up, and of which the
services to be performed or furnished by Engineer under a specific Task Order are a part.
37. Subconsultant—An individual, design firm, consultant, or other entity having a contract
with Engineer to furnish professional services with respect to a Specific Project as an
independent contractor.
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38. Subcontractor—An individual or entity having a direct contract with Contractor or with
any other Subcontractor for the performance of a part of the Work.
39. Submittal—A written or graphic document, prepared by or for Contractor, which the
Construction Contract Documents require Contractor to submit to Engineer, or that is
indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals
may include Shop Drawings and Samples; schedules; product data; Owner-delegated
designs; sustainable design information; information on special procedures; testing
plans; results of tests and evaluations, source quality-control testing and inspections,
and field or Site quality-control testing and inspections; warranties and certifications;
Suppliers’ instructions and reports; records of delivery of spare parts and tools;
operations and maintenance data; Project photographic documentation; record
documents; and other such documents required by the Contract Documents.
Submittals, whether or not approved or accepted by Engineer, are not Construction
Contract Documents. Change Proposals, Change Orders, Claims, notices, Applications
for Payment, and requests for interpretation or clarification are not Submittals.
40. Substantial Completion—The time at which the Work (or a specified part thereof) has
progressed to the point where, in the opinion of Engineer, the Work (or a specified part
thereof) is sufficiently complete, in accordance with the Construction Contract
Documents, so that the Work (or a specified part thereof) can be utilized for the
purposes for which it is intended. The terms “substantially complete” and “substantially
completed” as applied to all or part of the Work refer to Substantial Completion thereof.
41. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor
having a direct contract with Contractor or with any Subcontractor to furnish materials
or equipment to be incorporated in the Work by Contractor or a Subcontractor.
42. Task Order—A document executed underthis Main Agreement by Owner and Engineer
(including incorporated exhibits and amendments if any), stating the scope of services,
Engineer’s compensation, times for performance of services, and other relevant
information.
43. Total Project Costs—The total cost of planning, studying, designing, constructing,
testing, commissioning, and start-up of the Specific Project, including Construction Cost
and all other Specific Project labor, services, materials, equipment, insurance, and
bonding costs, allowances for contingencies, and the total costs of services of Engineer
or other design professionals and consultants, together with such other project-related
costs that Owner furnishes for inclusion, including but not limited to cost of land, rightsof-way, compensation for damages to properties and private utilities (including
relocation if not part of Construction Cost), Owner’s costs for legal, accounting,
insurance counseling, and auditing services, interest and financing charges incurred in
connection with the Specific Project, and the cost of other services to be provided by
others to Owner.
44. Underground Facilities—All active or not-in-service underground lines, pipelines,
conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other
such facilities or systems at the Site, including but not limited to those facilities or
systems that produce, transmit, distribute, or convey telephone or other
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heat, gases, oil, crude oil products, liquid petroleum products, water, steam, waste,
wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
An abandoned facility or system is not an Underground Facility.
45. Work—The entire construction or the various separately identifiable parts thereof
required to be provided under the Construction Contract Documents. Work includes
and is the result of performing or providing all labor, services, and documentation
necessary to produce such construction; furnishing, installing, and incorporating all
materials and equipment into such construction; and may include related services such
as testing, start-up, and commissioning, all as required by the Construction Contract
Documents.
46. Work Change Directive—A written directive to Contractor issued on or after the
effective date of the Construction Contract, signed by Owner and recommended by
Engineer, ordering an addition, deletion, or revision in the Work.
B.

Terminology
1.

The word “day” means a calendar day of 24 hours measured from midnight to the next
midnight.

ARTICLE 8—EXHIBITS AND APPENDICES TO MAIN AGREEMENT; TASK ORDER FORM; EXHIBITS TO TASK
ORDER; SPECIAL PROVISIONS
8.01

Exhibits to Main Agreement

The following exhibits are incorporated by reference and included as part of this Main Agreement, and as
such are applicable to all Task Orders:

8.02

Exhibit A, Reimbursable Expenses & Standard Hourly Rates Schedule.

Reserved.

Exhibit C, Amendment to Main Agreement (form).

Reserved.

Exhibit F, Electronic Documents Protocol (EDP).

Exhibit G, Insurance.

Reserved.

Exhibit I, Limitations of Liability.

Exhibit J, Immigration Compliance Requirements.

Appendices to Main Agreement
A.

The following appendices are incorporated by reference and made a part of this Main
Agreement:
1.

Appendix 1—Not Used

Resource Documents: Not Used.
Main Agreement.
EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
copyrighte 2020 National Society of Professional Engineers, American council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 28 of 31

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Page 56 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

Executed Task Orders and Their Exhibits
A.

8.04

8.05

8.06

When a specific Task Order is duly executed by Owner and Engineer, the Task Order and its
exhibits become an integral part of the Agreement, governed by the Main Agreement and its
exhibits.

Total Agreement; Amendments to Main Agreement and Task Orders
A.

This Agreement (as defined herein) constitutes the entire contractual agreement between
Owner and Engineer and supersedes all prior written or oral understandings.

Amendments:
1.

This Main Agreement may only be amended, supplemented, modified, or canceled by a
written instrument duly executed by both parties. Such written instruments should be
based whenever possible on the format of Exhibit C to this Main Agreement.

Amendments and modifications to a Task Order may be made by execution of a new,
expressly related Task Order, or by execution of a written amendment to the Task Order.

Nothing in any Task Order will be construed as revising or modifying the terms and
conditions of the Main Agreement or its exhibits, except as expressly stated in such Task
Order.

Designated Representatives
A.

With the execution of this Main Agreement, Engineer and Owner shall each designate a
specific individual to act as representative under the Main Agreement. Such an individual
must have authority to execute Task Orders, transmit instructions, receive information, and
render decisions with respect to this Main Agreement, on behalf of the party that the
individual represents.

With the execution of each Task Order, Engineer and Owner shall each designate a specific
individual to act as representative with respect to the Task Order. Such individual must have
authority to transmit instructions, receive information, and render decisions with respect to
the specific Task Order, on behalf of the party that the individual represents.

Engineer’s Certifications
A.

Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in
competing for or in executing the Agreement. For the purposes of this Paragraph 8.07:
1.

“Corrupt practice” means the offering, giving, receiving, or soliciting of anything of value
likely to influence the action of a public official in the selection process or in the
Agreement execution;

“Fraudulent practice” means an intentional misrepresentation of facts made (a) to
influence the selection process or the execution of the Agreement to the detriment of
Owner, or (b) to deprive Owner of the benefits of free and open competition;

“Coercive practice” means harming or threatening to harm, directly or indirectly,
persons or their property to influence their participation in the selection process or
affect the execution of the Agreement.

Main Agreement.
EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright 2020 National Society of Professional Engineers, American Councft of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 29 of 31

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8.03

Page 57 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

8.07

Conflict of Interest
A.

Nothing in this Agreement will be construed to create or impose any duty on the part of
Engineer that would be in conflict with Engineer’s paramount obligations to the public
health, safety, and welfare under the professional practice requirements governing Engineer,
its Subconsultants, and all licensed professionals employed by Engineer or its
Subconsultants.

If during the term of this Agreement a potential or actual conflict of interest arises or is
identified:
1.

Engineer and Owner together will make reasonable, good faith efforts to avoid or
eliminate the conflict of interest; to mitigate any adverse consequences of the conflict
of interest; and, if necessary and feasible, to modify this Agreement to address the
conflict of interest and its consequences, such that progress under the Agreement may
continue.

Such efforts will be governed by applicable Laws and Regulations and by any pertinent
Owner’s policies, procedures, and requirements (including any conflict of interest
resolution methodologies) provided to Engineer under Paragraph 2.04.A of this
Agreement.

Main Agreement.
EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 30 of 31

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Page 58 of 95

__________________________________
_____________________________________________
___________________________________

_____________________________________________
________________________
________________________

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

This Main Agreement’s Effective Date is January 13, 2025.
Owner:

Engineer:

City of Gunnison, CO
I

By:
Date:

{

Cross Canyon Engineering

ot’ r anization)

(na

By:

—C3T31OC3QC214AC..
(individual’s signature)
.

1/14/2025

Date:
(date signed)

Name:

of rganization)

—Ago OABizOO4Oc..
(individual s signature)

1/14/2025
(date signed)

Name:

Amanda Wilson

Benj Hoffner, PE
(typed or printed)

(typed or printed)

Title:

9. ,,J(,,.

City Manager

Title:

Managing Partner
(typed or printed)

(typed or printed)
Attach evidence of authority to sign.

Attach evidence of authority to sign.

Attest:

Attest:
(individual’s signature)

(individual’s signature)

Title:

Title:
(typed or printed)

(typed or printed)

Address for giving notices:

Designated Representative:

Name:

Name:
(typed or printed)

(typed or printed)

Title:

Title:
(typed or printed)

(typed or printed)

Address:

Phone:

Email:

TOP

Main Agreement.
EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyrighte 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 31 of 31

Page 59 of 95

Docusign Envelope ID: C387647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBITS TO MAIN AGREEMENT

TABLE OF CONTENTS
EXHIBIT A—REIMBURSABLE EXPENSES & STANDARD HOURLY RATES SCHEDULE
EXHIBIT B—RESERVED
EXHIBIT C—AMENDMENT TO MAIN AGREEMENT
EXHIBIT D—RESERVED
EXHIBIT E—RESERVED
EXHIBIT F—ELECTRONIC DOCUMENTS PROTOCOL (EDP)
EXHIBIT F—ATTACHMENT 1: SOFTWARE REQUIREMENTS FOR ELECTRONIC DOCUMENT EXCHANGE
EXHIBIT G—INSURANCE
EXHIBIT H—RESERVED
EXHIBIT I—LIMITATIONS OF LIABILITY
EXHIBIT i-IMMIGRATION COMPLIANCE REQUIREMENTS
APPENDIX 1: RESERVED

Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
TOC Page 1 of 1

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT A—REIMBURSABLE EXPENSES & STANDARD HOURLY RATES SCHEDULE

215 N Linden Sr. Suite B Ccrtez. CO 81321
155 F. Boardsvait Di.. Suite 250

Fort Collins. CO 80525

3001 S. Lincoln Ate.. Suite D Steamboat Spungs. CO 80-lIT
Ill E. 2nd St. { Orallala. NE 69153
5804 V,ashisnton St. NE. Suite C Albuquerque. NM 8113

RlIEInuarlng
Caug
S CA NYCIN

umvw.
-

Billing Rates

2025
Professional Services

Senior Enotneer
En.neei 111
Enomeer H
Engineer I
Engnseennr Intern
Senior Encineermg Technician
Eneaneeirnz Technician
Sensor CAD Desioner
CAD Desianer

5215
5200
5180
Si0
5135
SI
511
5145
S130
S115

Expen Witness

5430

Principal Eneineer

held Services (Testing and Commissioning)
5210
5190

Senior Field Services Technician
Field Services Teclmicton

Field services peiibrmed outside animal business hours Casn-Spni M-F. excluding holidays) are suhiect to a
premium marlmp of 50 s (1. 5x the normal rate)

Test Eguipmeitt
S450 day
5450 day

Re la Test Set
Power Factor Test Set
Expenses

S 1.25 an
S0.8 ins
Actual —lO’s

Service Vehicle Mileage
Othei Mileaze
Direct Expenses

Per Diem ‘Meals & Incidental Expenses) will be billed per Federal Travel Reanlatious
Specialized test equipment. software. subconsultants. and standard expenses such as ich material and lodging
are inch:ded as direct expenses

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Exhibit A— REIMBURSABLE EXPENSES & STANDARD HOURLY RATES SCHEDULE.
Exhibits to Main Agreement. EJCDC* E-SOS, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 1

Page 61 of 95

________________________________
__________________________________
Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT B—RESERVED
EXHIBIT C—AMENDMENT TO MAIN AGREEMENT

AMENDMENT TO MAIN AGREEMENT
Amendment No. [Enter Amendment Number]
[Name of Owner]
Owner:
[Name of Engineer]
Engineer:
Effective Date of Agreement: [Effective Date of Main Agreement]
Nature of Amendment: (Check those that apply)
Modifications to responsibilities of Owner
LI
Modifications of payment to Engineer
Li
Modifications to term of Main Agreement
LI
Modifications to other terms and conditions of the Main Agreement
Li
Description of Modifications:
[Here describe the modifications, in as much specificity and detail as needed. Use an attachment if
necessary.]
Owner and Engineer hereby agree to modify the above-referenced Main Agreement as set forth in this
Amendment. The Effective Date of the Amendment is [Enter Effective Date of Amendment].
Engineer

Owner

(typed or printed name of organization)

By:

(individual’s signature)

(individual’s signature)
(Attach evidence of authority to sign.)

(Attach evidence of authority to sign.)

Date:

Date:
(date signed)

(date signed)

Name:

(typed or printed)

Title:

(typed or printed)

Exhibit C—Amendment to Main Agreement.
Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyrighte 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 1

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Page 62 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT D—RESERVED

TOP

Exhibit E—Reserved.
Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyrighte 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page lof 2

Page 63 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT E—RESERVED

Exhibit E—Reserved.
Exhibits to Main Agreement. EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyrights 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 2 of 2

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT F—ELECTRONIC DOCUMENTS PROTOCOL (EDP)
ARTICLE 1—ELECTRON IC DOCUMENTS PROTOCOL (EDP)

Paragraph 6.03 of the Main Agreement is supplemented by the following Exhibit F Paragraph 1.01 and
Exhibit F—Attachment 1: Software Requirements for Electronic Document Exchange:
Electronic Documents Protocol
A.

Electronic Transmittals: The parties shall conform to the following provisions together
referred to as the Electronic Documents Protocol (“EDP” or “Protocol”) for exchange of
electronic transmittals. References to “Project” will mean the Specific Project, or the facilities
program or other combination of projects undertaken with Engineer’s involvement, as the
case may be.
1.

Basic Requirements
a.

To the fullest extent practical, the parties agree to and will transmit and accept
Electronic Documents by Electronic Means using the procedures described in this
Protocol. Use of the Electronic Documents and any information contained therein
is subject to the requirements of this Protocol and other provisions of the
Agreement.

The contents of the information in any Electronic Document will be the
responsibility of the transmitting party.

Electronic Documents as exchanged by this Protocol may be used in the same
manner as the printed versions of the same documents that are exchanged using
non-electronic format and methods, subject to the same governing requirements,
limitations, and restrictions, set forth in the Agreement.

Except as otherwise explicitly stated herein, the terms of this Protocol will be
incorporated into any other agreement or subcontract between the Owner and
Engineer and any third party for any portion of the Project, or any Project-related
services, where that third party is, either directly or indirectly, required to exchange
Electronic Documents with Owner, Engineer, or any Contractor or other entity
directly contracted with the Owner to furnish Project-related services. Nothing
herein will modify the requirements of the Agreement and applicable Construction
Contract Documents regarding communications between and among the individual
third parties and their respective subcontractors and consultants, except to the
extent that any respective subcontractor or consultant exchanges Electronic
Documents with the Owner or Engineer.

When transmitting Electronic Documents, the transmitting Party makes no
representations as to long term compatibility, usability, or readability of the items
resulting from the receiving Party’s use of software application packages, operating
systems, or computer hardware differing from those established in this Protocol.

Nothing herein negates any obligation (1) in the Agreement to create, provide, or
maintain an original printed record version of Drawings and Specifications, signed
and sealed according to applicable Laws and Regulations; (2) to comply with any

Exhibit F—Electronic Documents Protocol (EDP).
Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyrighte 2020 National Society of Professional Engineers, American council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page lof S

TOP

1.01

Page 65 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

applicable Law or Regulation governing the signing and sealing of design
documents or the signing and electronic transmission of any other documents; or
(3) to comply with any notice requirements limiting or otherwise modifying the
acceptance of Electronic Documents for such notice.
2.

System Infrastructure for Electronic Document Exchange
a.

Each party will provide hardware, operating system(s) software, internet, e-mail,
and large file transfer functions (‘System Infrastructure”) at its own cost arid
sufficient for complying with the EDP requirements. With the exception of
minimum standards set forth in this EDP and any explicit system requirements
specified by attachment to this EDP, it will be the obligation of each party to
determine, for itself, its own System Infrastructure.
1)

The maximum size of an e-mail attachment for exchange of Electronic
Documents under this EDP is [20] MB. Attachments larger than that may be
exchanged using large file transfer functions or physical media.

Each Party assumes full and complete responsibility for any and all of its own
costs, delays, deficiencies, and errors associated with converting, translating,
updating, verifying, licensing, or otherwise enabling its System Infrastructure,
including operating systems and software, for use with respect to this EDP.

Each party is responsible for its own system operations, security, back-up,
archiving, audits, printing resources, and other Information Technology (“IT”) for
maintaining operations of its System Infrastructure during the Project, including
coordination with the party’s individual(s) or entity responsible for managing its
System Infrastructure and capable of addressing routine communications and
other IT issues affecting the exchange of Electronic Documents.

Each party will operate and maintain industry-standard, industry-accepted, ISOstandard, commercial-grade security software and systems that are intended to
protect the other party from: software viruses and other malicious software like
worms, trojans, adware; data breaches; loss of confidentiality; and other threats in
the transmission to or storage of information from the other parties, including
transmission of Electronic Documents by physical media such as CD/DVD/flash
drive/hard drive. To the extent that a party maintains and operates such security
software and systems, it will not be liable to the other party for any breach of
system security.

In the case of disputes, conflicts, or modifications to the EDP required to address
issues affecting System Infrastructure, the parties will cooperatively resolve the
issues; but, failing resolution, the Owner is authorized to make and require
reasonable and necessary changes to the EDP to effectuate its original intent. If the
changes cause additional cost or time to Engineer, not reasonably anticipated
under the original EDP, Engineer shall be entitled to compensation as Additional
Services for its costs associated with the revisions to the EDP, delayed adoption of
this exhibit, or implementation of other Electronic Documents protocols.

Each party is responsible for its own back-up and archive of documents sent and
received during the term of any Project contract/agreement under this EDP, unless

Exhibit F—Electronic Documents Protocol (EDP).
Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page ZofS

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Page 66 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

this EDP establishes a Project document archive, either as part of a mandatory
Project website or other communications protocol, upon which the Parties may
rely for document archiving during the specified term of operation of such project
document archive. Further, each party remains solely responsible for its own postProject back-up and archive of project documents, as each party deems necessary
for its own purposes, after the term of contract, or termination of the project
document archive, if one is established.

If a receiving party receives an obviously corrupted, damaged, or unreadable
Electronic Document, the receiving party will advise the sending party of the
incomplete transmission.

The parties will bring any non-conforming Electronic Documents into compliance
with the EDP. The parties will attempt to complete a successful transmission of the
Electronic Document or use an alternative delivery method to complete the
corn mu n icatio n.

Software Requirements for Electronic Document Exchange; Limitations
1.

Each party will acquire the software and software licenses necessary to create and
transmit Electronic Documents and to read and to use any Electronic Documents
received from the other party (and if relevant from third parties), using the software
formats required in this section of the EDP.
a.

Prior to using any updated version of the software required in this section for
sending Electronic Documents to the other party, the originating party will first
notify and receive concurrence from the other party for use of the updated version
or adjust its transmission to comply with this EDP.

The parties agree not to intentionally edit, reverse engineer, decrypt, remove security
or encryption features, or convert to another format for modification purposes any
Electronic Document or information contained therein that was transmitted in a
software data format, including Portable Document Format (PDF), intended by sender
not to be modified, unless the receiving party obtains the permission of the sending
party or is citing or quoting excerpts of the Electronic Document for Project purposes.

Software and data formats for exchange of Electronic Documents will conform to the
requirements set forth in the following Attachment 1 to this EDP, including software
version, if listed.

Format and Distribution of Deliverables
1.

By definition, Documents” as used in this Agreement are documents expressly
identified as deliverables from Engineer to Owner. Exhibit A of each specific Task Order
identifies various Documents that Engineer is required to deliver to Owner as part of
Engineer’s services; Exhibit B of each specific Task Order is a schedule of such
Documents. Engineer will transmit such Documents to Owner in the formats identified
in Attachment 1 to this Protocol. If no specific format is identified for a deliverable
Document, the format will be Portable Document Format (PDF).

If a Document will be distributed to third parties, such as prospective bidders and
contractors, reviewing agencies, or lenders, the transmittal format for distribution will

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Exhibit F—Electronic Documents Protocol (EDP).
Exhibits to Main Agreement. EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 3 of 5

Page 67 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

be as identified in Attachment ito this Protocol; provided, however, that if a format for
distribution of a specific Document is expressly stated in a specific Exhibit A, then the
Exhibit A format will take precedence. If no specific format is identified for distribution
of a deliverable Document to third parties, the format will be Portable Document
Format (PD F).
a.

If a format for Document distribution other than Portable Document Format (PDF)
is specified, Owner shall first obtain a written, signed release from each third party
to which the deliverable Document is distributed, establishing agreement to the
following conditions:
i)

The content included in the Electronic Documents prepared by or for Engineer
and covered by the request was prepared as an internal working document
for Engineer’s purposes solely, and is being provided to the third party on an
“AS IS” basis without any warranties of any kind, including, but not limited to
any implied warranties of fitness for any purpose. As such, the third party is
advised and acknowledges that the content may not be suitable for the third
party’s application, or may require substantial modification and independent
verification by the third party. The content may include limited resolution of
models; not-to-scale schematic representations and symbols; use of notes to
convey design concepts in lieu of accurate graphics; approximations; graphical
simplifications; undocumented intermediate revisions; and other devices that
may affect subsequent reuse.

Electronic Documents containing text, graphics, metadata, or other types of
data that are provided to the Requesting Party are only for the convenience
of the third party. Any conclusion or information obtained or derived from
such data will be at the third party’s sole risk and the third party waives any
and all claims against Engineer or Owner arising from the use of the Electronic
Documents covered by the request, or of any data contained in such Electronic
Documents.

The third party shall indemnify and hold harmless Owner, Engineer, and
Engineer’s Subcontractors and Subconsultants, from all claims, damages,
losses, and expenses, including attorneys’ fees and defense costs arising out
of or resulting from the third party’s use, adaptation, or distribution of any
Electronic Documents provided under the request.

The third party agrees not to sell, copy, transfer, forward, give away or
otherwise distribute this information (in source or modified file format) to any
third party without the direct written authorization of Engineer, unless such
distribution is specifically identified in the request and is limited to the third
party’s subcontractors and consultants. The third party warrants that
subsequent use by the third party’s subcontractors and subconsultants will
comply with all terms of the Construction Contract Documents and any
specific instructions or conditions established by Owner.

If Engineer is required to assist or participate in obtaining such releases from third
parties, such services will be categorized as Additional Services.

Exhibit F—Electronic Documents Protocol (EDP).
Exhibits to Main Agreement. EJCDC E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers. American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page4of5

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC3B

Requests by Project-Related Parties for Electronic Documents in Other Formats
1.

Owner may release (or direct Engineer to release) an Electronic Document version of a
Document prepared by or for Engineer, including but not limited to a deliverable
Document as set forth in Exhibit F Paragraph 1.O1.C, in a format other than those
identified in Exhibit F Paragraph 1.O1.B or 1.O1.C of the Electronic Documents Protocol,
or elsewhere in the Agreement, only if (a) a Contractor or other Project-related party
(Requesting Party) makes a good faith request for such release, (b) Owner determines
in its sole discretion that such release is prudent and will be beneficial to the Project,
and (c) Owner obtains Requesting Party’s written consent to the four conditions set
forth in Exhibit F Paragraph 1.O1.C.2.a.1-4 above.

Any services by Engineer in connection with Owner or Engineer providing a Document
to a Requesting Party under this Exhibit F Paragraph 1.O1.D are Additional Services, Such
services may include but are not limited to preparing the data in a manner deemed
appropriate by Engineer. Owner may require reimbursement from the Requesting Party
for the cost of such Additional Services, but compensation by Owner to Engineer for the
Additional Services is not contingent upon Owner obtaining reimbursement from the
Requesting Party.

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Exhibit F—Electronic Documents Protocol (EDP).
Exhibits to Main Agreement. EJcDc E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
copyright© 2020 National Society of Professional Engineers, American council of Engineering companies,
and American Society of civil Engineers. All rights reserved.
Page SofS

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT F—ATTACHMENT 1: SOFTWARE REQUIREMENTS FOR ELECTRONIC DOCUMENT EXCHANGE

Item

Electronic Documents

a.5

General communications, transmittal covers, meeting notices, and
responses to general information requests for which there is no specific
prescribed form.
Meeting agendas; meeting minutes; RFI’s and Responses to RFI’s; and
Construction Contract administrative forms.
Contractor’s Submittals (Shop Drawings, “Or Equal” requests, Substitute
requests, documentation accompanying Sample submittals and other
Submittals) to Owner and Engineer; and, Owner’s and Engineer’s
Responses to Contractor’s Submittals, Shop Drawings, Correspondence,
and Applications for Payment
Correspondence; Interim and Final Versions of reports, layouts,
Specifications, Drawings, maps, calculations and spreadsheets,
Construction Contract, Bidding/Proposal Documents, and Front-End
Construction Contract Documents.
Layouts, plans, maps, and Drawings to be submitted to Owner by
Engineer for future use and modification

a.6

Correspondence, reports, and specifications to be submitted by Engineer
to Owner for future word processing use and modification

a.7

Spreadsheets and data to be submitted to Owner by Engineer for future
data processing use and modification

a.8

Database files and data to be submitted to Owner for future data
processing use and modification

a.1
a 2
.

a.3

Transmittal

Data

Means

Format

Email
w/Attach
Email
w/Attach <
20MB, or
document
sharing site
Email w/
Attach or
LFE

PDF

Email w/
Attach or
LFE
w/
Email
or
Attach
LFE
Email w/
Attach or
LFE
Email w/
Attach or
LEE

DWG,

Note (1)

(2)

PDF

(3)

DOC

EXC

Notes

All exchanges and uses of transmitted data are subject to the appropriate provisions of the Agreement and
Construction Contract.
Transmittal of written notices is governed by requirements of the Agreement and Construction Contract.
Transmittal of Bidding/Proposal Documents and Front-End Construction Contract Documents will be in manner
selected by Owner in Exhibit A, Paragraph 1.05.A.1.a. Unless otherwise expressly stated, these documents and
the Construction Contract will be transmitted in PDF format, including transmittals to bidders and Contractor.

‘

(2)
(3)
Key

EMAIL
LFE
PDF
DWG
DOC
EXC
DB

Standard Email formats (.htm, .rtf, or .txt). Do not use stationery formatting or other features that impair
legibility of content on screen or in printed copies.
Agreed upon Large File Exchange method (FTP, CD, DVD, hard drive.)
Portable Document Format readable by Adobe® Acrobat Reader Version [2024.005] or later.
Autodesk® Aut0CAD. dwg format Version [2018] or later.
Microsoft® Word. docx format Version [ for Windows 11].
Microsoft® Excel .xlsx or xml
Microsoft® Access .mdb

Exhibit F—Attachment 1: Software Requirements for Electronic Document Exchange.
Exhibits to Main Agreement. EJCDCX E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 1
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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT G—INSURANCE
ARTICLE 1—INSURANCE
Paragraph 6.04 of the Main Agreement, Insurance, is supplemented to include the following Exhibit G
Paragraphs 1.01 and 1.02:
Insurance Policies and Limits
A.

In accordance with Paragraph 6.04.A of the Main Agreement, the insurance that Engineer
must procure and maintain, and the policy limits of such insurance, are as follows:
Policy limits of not less
than:

Cove rage

Workers’ Compensation
Statutory
State
Employer’s Liability
Each accident
$
Each employee
$
Policy limit
$
Commercial General Liability
$1,195,000.00,
General Aggregate
$1,195,000.00
Personal and Advertising Injury
$424,000.00
Bodily Injury and Property Damage—Each Occurrence
Automobile Liability
Bodily Injury
$424,000.00
Each Person
$424,000.00
Each Accident
Property Damage
$1,195,000.00
Each Accident
Or
Combined Single Limit
$1,195,000.00
Combined Single Limit (Bodily Injury and Property Damage)
Excess or Umbrella Liability (in the amount(s) necessary to comply with Commercial General
Liability requirement above if necessary)
Each Occurrence
$
General Aggregate
$
Professional Liability
$1,000,000.00
Each Claim
$2,000,000.00
Annual Aggregate
Unmanned Aerial Vehicle Liability Insurance
Each Claim
$
General Aggregate
$
Other Insurance [Specify]
Each Claim
$
General Aggregate
$

Exhibit G—lnsurance.
Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 2

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1.01

Page 71 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

1.02

Additional Insureds
A.

Owner shall cause Engineer, its Subconsultants, and its Engineer’s Subcontractors to be listed
as additional insureds on any of Owner’s general liability policies that are applicable to the
Project. The following individuals or entities are to be listed on Owner’s general liability
policies of insurance (and on Contractor’s policies required under Paragraph 6.04.D of the
Main Agreement) as additional insureds:

During the term of this Main Agreement the Engineer shall notify Owner of any other
Subconsultant or Engineer’s Subcontractor to be listed as an additional insured on Owner’s
and applicable Contractor’s general liability policies of insurance.

The Owner must be listed on Engineer’s general liability policy as provided in
Paragraph 6.04.B.

Exhibit G—lnsurance.
Exhibits to Main Agreement. EJCOC® E-5O5, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page ZofZ

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT H—RESERVED

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Exhibit H-Reserved
Exhibits to Main Agreement. EJCDC® E-505, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 1

Page 73 of 95

Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBIT I—LIMITATIONS OF LIABILITY
ARTICLE 1—LIMITATIONS OF LIABILITY
101

Limitation of Engineers Liability
A.

Engineers Liability Limited to Amount of Engineers Compensation: To the fullest extent
permitted by Laws and Regulations, and notwithstanding any other provision of this
Agreement, the total liability, in the aggregate, of Engineer and Engineer’s Subcontractors,
officers, directors, members, partners, agents, employees, and Subconsultants, to Owner
and anyone claiming by, through, or under Owner for any and all injuries, claims, losses,
expenses, costs, or damages whatsoever (including but not limited to direct, indirect, special,
incidental, punitive, exemplary, or consequential damages) arising out of, resulting from, or
in any way related to the Project, to Engineer’s or its Subconsultants’ or Engineer’s
Subcontractor’s services, or to this Agreement, from any cause or causes whatsoever,
including but not limited to the negligence, professional errors or omissions, strict liability,
breach of contract, indemnity obligations, or warranty express or implied, of Engineer or
Engineer’s officers, directors, members, partners, agents, employees, or Subconsultants, or
Engineer’s Subcontractors, will not exceed the total amount of compensation received by
Engineer under this Agreement.

Exhibit I—Limitations of Liability.
Exhibits to Main Agreement. EJCDC® E-S0S, Agreement between Owner and Engineer for Professional Services—Task Order Edition.
Copyright© 2020 National Society of Professional Engineers, American Council of Engineering Companies,
and American Society of Civil Engineers. All rights reserved.
Page 1 of 1

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Docusign Envelope ID: C3B7647F-C459-4AOF-A69D-AD3EAB2EBC38

EXHIBITJ: Immigration CompLiance Requirements

I(legalAlien Certification: The FoLlowing Certifications are made by CONTRACTOR pursuant to
C.R.S. 8-17.5-101, etseq.:
a.

CONTRACTOR shalt 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 the Contract;

CONTRACTOR has confirmed the employment eligibility of all employees who are newly
hired for employment to perform work under this Contract through participation in either
the E-Verify program or the department program;

CONTRACTOR certifies that it will use either the e-verify program or the department
program procedures to undertake pre-employment screening of job applicants while this
Contract is being performed;

If CONTRACTOR obtains actual knowledge that a subcontractor performing work under this
Contract knowingly empLoys or contracts with an illegal alien, CONTRACTOR shall be
required to: (1) notify the subcontractor and the City within three days that CONTRACTOR
has actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and (2) terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subsection (1), the subcontractor does not stop
employing or contractingwith the illegal alien; except that CONTRACTOR shalt not
terminate the contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly employed or
contracted with an illegal alien;

CONTRACTOR shall comply with any reasonable request by the department made it the
course of an investigation that the department is undertaking pursuant to the authority
established in Section 8-17.5-1 02(5).

If CONTRACTOR violates a provision of this Agreement regarding requirements under
Section 8-17.5-1 02(2), C.R.S., the City may terminate this Agreement for a breach of the
Contract. If the Agreement is so terminated, CONTRACTOR shall be liable for actualand
consequential damages to the City. In the Project of termination under this provision, the

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City is required to notify the Secretary of State.

Page 75 of 95

City of Gunnison Agenda Report___
Date:
To:
From:
Subject:

September 17, 2026
Mayor and City Council
Kathy Fogo, City Attorney
Item No. VII.C., Consideration of Alleged Noncompliance by Planning and
Zoning Commission Members

Strategic Framework:
The City’s Strategic Framework identifies Organizational Performance as an imperative.
Background:
The City’s committees and commissions provide significant value by contributing
community knowledge, lived experience, and subject-matter expertise to municipal
decision-making. In August 2026, City Council unanimously adopted the Commission and
Committee Member Charter through Resolution No. 10, Series 2026: A Resolution of the
City Council of the City of Gunnison, Colorado, Renumbering Resolution No. 9, Series 2026,
Establishing Rules of Procedure for the Proper Conduct of Appointed Boards and
Commissions. The purpose of the resolution is to provide one set of expectations
applicable to all existing committees and commissions and any future appointed body. It
values independent analysis and respectful disagreement while clarifying that appointed
bodies work within their Council-approved purpose, adopted City policies, strategic
priorities, and assigned work plans. It also addresses attendance and preparation, working
with staff, public trust, communication, training, and quasi-judicial responsibilities.
This approach is based on national municipal best practices and is consistent with recent
State guidance emphasizing clear roles, governing-body relationships, orientation, and
alignment with adopted priorities. Similar to a “job description,” the adopted documents
require existing and new members to receive and sign the Member Charter as a condition
of appointment. Section 2 of the Member Charter provides that committee-specific bylaws
will define each body’s distinct purpose and authority.
On August 26, 2026, the Council-appointed Planning and Zoning Commission convened to
review and take action based on the recently adopted above-mentioned resolution. One
vacancy exists on the Commission due to term limits expiring. The remaining six members
of the Commission considered action on the Member Charter and Bylaws with the following
results:
Commissioner Andy Tocke moved, and Commissioner Joe Dix seconded the motion
to adopt the Member Charter for Council Appointed Bodies as presented.
Roll Call Yes: Iverson, Perusek, Dix and Tocke
Roll Call No: Scheefer and Robinson
Motion passed by majority.
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Commissioner Andy Tocke moved, and Commissioner Joe Dix seconded the motion
to adopt the Planning and Zoning Commission Bylaws as presented.
Roll Call Yes: Perusek, Dix, and Tocke
Roll Call No: Iverson, Scheefer, and Robinson
Motion failed to pass.
Following these actions, Commissioners Iverson, Perusek, Dix and Tocke signed the
Member Charter. Commissioners Scheefer and Robinson verbally refused to sign the
Member Charter.
The complete record of the August 26, 2026, Commissioner meeting may be viewed here.
In general, the two dissenting Commissioners asserted that Section 3.17 of the Gunnison
Home Rule Municipal Charter gives the Commission responsibility for adopting its own
rules of procedure. The requested action was for the Commission to adopt the Member
Charter and bylaws established by City Council as the Commission’s rules of procedure.
The dissenting Commissioners disagreed with the City’s position that Council’s authority
as the elected legislative and governing body permits Council to establish these policies
for appointed bodies, with adoption by the Commission serving as its formal acceptance
of those policies.
The Commissioners' votes against the Member Charter or proposed bylaws do not, by
themselves, constitute misconduct and are not the subject of this review. The issue
presented is limited to the subsequent refusal to sign and acknowledge the Member
Charter after it was adopted by the Commission.
Staff Analysis:
The key distinction is between the Commission’s authority to adopt its own rules of
procedure and its obligation to operate within the authority and policies of the City Council.
Section 3.17 of the Charter authorizes each board and commission to adopt rules for the
proper conduct of its business. That authority does not make an appointed commission
independent of the City Council or permit it to adopt rules that conflict with the City
Charter, City ordinances, or policies lawfully established by Council. Section 3.17
designates Council as the City’s legislative and governing body and grants it authority to
exercise the powers of the City, except where the Charter provides otherwise. Section
3.17 gives the Commission responsibility for adopting its procedural rules, but it does not
transfer Council’s broader governing and policy-making authority to the Commission.
The Commission was therefore entitled to consider the proposed bylaws and could have
proposed amendments or alternative procedural provisions, provided those changes were
consistent with controlling City policy and law. Because the proposed bylaws did not
receive sufficient votes for adoption, they are not presently the Commission’s rules of
procedure.

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The Member Charter, however, was adopted by the Commission and is therefore binding
on all members, including those who voted against it. The required signature does not ask
an individual Commissioner to endorse the Member Charter, withdraw a dissenting vote,
or agree personally with every provision. It acknowledges receipt of the document and
the member’s obligation to comply with the standards duly adopted by the Commission.
A Commissioner’s refusal to sign following adoption is therefore not merely a continuation
of the underlying policy disagreement. It constitutes a refusal to comply with an applicable
requirement of the Commission’s adopted Member Charter and, under the terms of that
document, may constitute misconduct.
Action:
Staff recommends that City Council consider whether sufficient grounds exist to initiate
the notice and hearing process regarding Commissioners Scheefer and Robinson. The
adopted Member Charter is provided for reference as Attachment 1.
The Gunnison Home Rule Municipal Charter 3.17 provides “All members shall be subject
to removal by the council for cause.”
Resolution No. 10, Series 2026 provides, in part:
Each appointed body shall take formal action to acknowledge and adopt its
applicable bylaws. Each current and future member shall receive, acknowledge, and
comply with the Member Charter and applicable bylaws as a condition of
appointment and continued service.
The Member Charter, as adopted by City Council and the Commission provides in Section
13, Accountability and concerns:
A concern should ordinarily be addressed at the lowest effective level: first through
the chair and staff liaison, then the department director or City Manager, and finally
the appointing authority when necessary. Nothing in this section limits reporting
required by law or City policy.
The City may use coaching, clarification of expectations, additional training, censure
or other formal action, or removal where authorized. The response should reflect
the nature, frequency, and seriousness of the concern and should be applied
consistently.
The Mayor and City Attorney met individually with each Commissioner during August to
provide an opportunity to discuss concerns and clarify expectations. The Member Charter
establishes common roles, responsibilities, and service expectations for members of Cityappointed bodies. The question before Council is whether the refusal to sign and
acknowledge the adopted Member Charter provides sufficient grounds to initiate the
formal process required by the Municipal Home Rule Charter. Initiating that process would
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not constitute a final finding of misconduct or determine what response, if any, is
warranted.
This agenda action is limited to reviewing the circumstances and determining whether
sufficient grounds exist to initiate the notice and hearing process. The Commissioners
would then receive written notice of the alleged grounds and an opportunity to respond at
a properly noticed hearing. No final determination regarding misconduct or removal would
occur until that process is completed. City Council may direct staff to provide the required
notice and schedule the hearing in accordance with the Municipal Home Rule Charter, as
follows:
Section 4.2 Removals from Office:
Removals by the Council of elective and appointive officers or of members of boards
or commissions shall be made for either of the following reasons:
A. For any reason specified by statute for removal of City Officers; or
B. For any act declared by this Charter to constitute misconduct in office. Such
removals by the Council shall be made only after a hearing, of which such officer
has been given notice in writing by the City Clerk at least ten days in advance, either
personally or by delivering the same to his last known place of residence. Such
notice shall include a copy of the charges against such officer. The hearings shall
afford an opportunity to the officer, in person or by attorney, to be heard in his
defense, to cross examine witnesses and to present testimony. If such officer shall
neglect to appear at such hearing and answer such charges, his failure to do so may
be deemed cause for his removal. A majority vote of the members of the Council in
office at the time, exclusive of any member whose removal is being considered, shall
be required for any such removal.
Alternatively, Council may request additional information, direct further clarification or
corrective action, take no action at this time, or provide other direction consistent with
the Charter and applicable law.
Will there be any financial impact?
No.
Has this item been budgeted?
N/A
Attachments:
1. Resolution No. 10, Series 2026 (partial): A Resolution of the City Council of the
City of Gunnison, Colorado, Renumbering Resolution No. 9, Series 2026, Establishing
Rules of Procedure for the Proper Conduct of Appointed Boards and Commissions
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Attachment 1

RESOLUTION NO.10
SERIES

RESOLUTION

COLORADO,

THE

RENUMBERING

CITY

2026

COUNCIL

RESOLUTION

THE

CITY

NO. 9, SERIES

2026,

GUNNISON,

ESTABLISHING

RULES OF PROCEDURE FOR THE PROPER CONDUCT OF APPOINTED BOARDS
AND COMMISSIONS

WHEREAS,

August

II, 2026,

Council

approved

Resolution

No. 9, Series 2026,

Establishing Rules of Procedure for the Proper Conduct of Appointed Boards and Commissions
Rules of Procedure

WHEREAS,

Resolution);

which has already

been assigned

WHEREAS, this Resolution renumbers the Rules of Procedure Resolution

as Resolution

to an adopted

the Resolution

and

resolution;

inadvertently

used a number

and

No. 10, Series 2026, and makes no changes to the content of the Rules of Procedure

Resolution

attachments.

NOW, THEREFORE, BE IT RESOLVED
CITY OF GUNNISON,

COLORADO,

BY THE CITY COUNCIL

OF THE

THAT:

Resolution No. 10, Series 2026 is approved.

INTRODUCED, READ, PASSED AND ADOPTED at a Regular Session meeting of
the City Council

of the City of Gunnison,

Colorado,

held this 25th day of August,

Diego

SEAL)

ATTEST:

Erica Boucher,

City Clerk

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Plata, Mayor

2026.

Page 80 of 95

RESOLUTION NO. 9
SERIES2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUNNISON,
COLORADO, ESTABLISHING RULES OF PROCEDURE FOR THE PROPER
CONDUCT OF APPOINTED BOARDS AND COMMISSIONS
WHEREAS, Section 3.17 of the City of Gunnison Home Rule Municipal Charter provides
that appointed boards and commissions shall adopt rules of procedure for the proper conduct of
their business; and
WHEREAS, the City's appointed boards and commissions provide significant value by
contributing community knowledge, lived experience, and subject-matter expertise to municipal
decision-making; and
WHEREAS, the City Council seeks clear and consistent rules defining each appointed
body's relationship to the City Council, distinguishing advisory and quasi-judicial responsibilities
from policymaking authority, and establishing common expectations for member service; and
WHEREAS, the City Council reviewed a Member Charter for Council Appointed Bodies
intended to establish common expectations for all existing and future appointed bodies while
preserving independent analysis and respectful disagreement within each body's Council-approved
purpose, adopted City policies, strategic priorities, and assigned work plans; and

WHEREAS, the Member Charter addresses attendance and preparation, work with City
staff, public trust, communications, training, and quasi-judicial responsibilities, and requires each
member to receive and acknowledge the Charter as a condition of service; and
WHEREAS, body-specific bylaws define the distinct purpose, authority, membership,
meeting procedures, voting requirements, training expectations, staff support, records
responsibilities, and other rules applicable to each appointed body; and
WHEREAS, the City Council finds that adopting a common Member Charter and body
specific bylaws promotes transparency, consistency, open government, effective public service,
and the City's Organizational Performance imperative.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF GUNNISON, COLORADO, THAT:

1. This Resolution supersedes prior bylaws for appointed boards and commissions established
by resolution or motion.
2. The City Council hereby adopts the City of Gunnison Member Charter for Appointed
Bodies attached hereto as Exhibit A and incorporated herein by reference.
3. The City Council hereby adopts the Planning and Zoning Commission Bylaws attached as
Exhibit B, the Zoning Board of Adjustments and Appeals Bylaws attached as Exhibit C,
the Parks and Recreation Advisory Committee Bylaws attached as Exhibit D, and the
Senior Advisory Committee Bylaws attached as Exhibit E, each incorporated herein by
reference.
4. Each appointed body shall take formal action to acknowledge and adopt its applicable
bylaws. Each current and future member shall receive, acknowledge, and comply with the
Member Charter and applicable bylaws as a condition of appointment and continued
service.
5. The City Manager or designee is authorized to administer and implement the Member
Charter and bylaws; coordinate required orientation and training; and may make non
substantive administrative, formatting, and cross-reference corrections that do not alter the
meaning or legal effect of the adopted documents.

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INTRODUCED, READ, PASSED AND ADOPTED at a Regular Session meeting of the
City Council of the City of Gwmison, Colorado, hold thls II�
2<Y.l6.

��-�

n
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Exhibit A
CITY OF GUNNISON

Member Charter for Council Appointed Bodies
Shared service expectations for appointed members
Our commitment. Appointed members bring community knowledge, lived experience, professional

expertise, and careful judgment into City decision-making. This Charter defines how that valuable
service connects to the authority and priorities of the City Council.

1. Purpose and application
This Charter establishes the common roles, responsibilities, and service expectations for all members of
City-established appointed bodies.
A body's title is descriptive only and does not independently grant authority. Each appointed body may
exercise only the powers and responsibilities expressly assigned by the City Charter, Municipal Code,
establishing action, applicable law, or City Council-approved bylaws and work plan. The following definitions
are provided to assist with distinguishing the various references.
Appointed Body. A board, commission, committee, or other group formally established by the City Council

and composed wholly or partly of appointed members. "Appointed body" or "Appointed bodies" are the
collective terms used when a provision applies regardless of the body's title or authority.

Commission. A standing appointed body established by Charter, ordinance, or other formal City Council
action to perform continuing responsibilities within a defined subject area. A commission may conduct
planning or regulatory reviews, make recommendations, or exercise administrative or quasi-judicial authority
when expressly authorized by law. The term generally reflects an ongoing and comparatively broad subject
matter responsibility.
Board. A standing appointed body established to perform specifically assigned oversight, administrative,
appellate, or quasi-judicial functions. A board may make final decisions, hear appeals, apply adopted
standards, or provide recommendations, depending on the authority granted by the Charter, ordinance, or
other establishing action. The term generally reflects defined decision-making, review, or oversight function.
Committee. An appointed body established primarily to study issues, gather community perspectives, assist
with a project or work plan, and provide advice or recommendations to the City Council or staff. A committee
may be standing or created for a limited purpose or period.

This Member Charter applies together with the Home Rule Municipal Charter, Municipal Code, and applicable
laws. The City of Gunnison has adopted a Policy for Public Meeting Procedures and Conduct (Resolution No.
8, Series 2025), applicable to public meetings conducted by City Council and appointed bodies and
incorporates related policies such as electronic participation, rules of order, etc. If a specific law or policy
assigns duties that differ from this Member Charter, that authority controls. The City Council may amend this
Charter and may establish additional expectations for an individual appointed body.

City of Gunnison I Member Charter I Page 1 of 6

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2. Body-specific purpose statement
Each appointed body will have bylaws , established and approved by the City Council, that identifies:
• the public purpose the body serves;
• whether its role is advisory, quasi-judicial, administrative, or a combination;
• the subjects and decisions within its assigned scope;
• the City department and staff liaison supporting its work; and
• any authority or duties created by law, ordinance, resolution, or the City Charter.
The purpose statement differs by body. The service expectations in this Charter remain consistent across all
appointed bodies.

3. Relationship to the City Council
The City Council is the City's elected policymaking body. Appointed bodies extend Council's capacity by
studying issues, hearing public perspectives, and making thoughtful recommendations within delegated
authority.
• Council establishes City policy, strategic priorities, budgets, and the scope of each appointed body.
• Appointed bodies work within their Council-approved purpose and work plan. They do not create an
independent policy agenda or direct City operations.
• Recommendations are advisory unless law or the body's enabling authority expressly provides otherwise.
Council retains final policymaking authority.
• Council may accept, modify, decline, or return a recommendation for additional work.
• Members may recommend that Council reconsider an existing policy, but the current adopted policy
remains the City's direction unless and until Council changes it.
Alignment does not require unanimity. Council benefits from candid analysis and respectful

disagreement. Members are expected to test assumptions, identify tradeoffs, and offer their best
collective judgment while grounding the body's work in adopted City policy and the assignment
Council has given it.

4. Council-approved work plan and agendas
Each appointed body will operate from an annual or periodic work plan reviewed and approved by the City
Council. The work plan should identify priority assignments, anticipated deliverables, timing, and required
staff support.

• New projects should arise from the approved work plan, a Council referral, a legal duty, or authorization
through the designated City process.
• The chair and staff liaison develop meeting agendas consistent with the work plan and legal
requirements.
• A member may propose a future topic, but a personal interest does not automatically become a body
assignment. Topics outside the current scope should be referred through the staff liaison for possible
Council direction.
• The body should periodically report progress, recommendations, and barriers to Council.

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5. The member's role
Members are appointed to serve the City as a whole and not to act as elected officials, direct staff, manage
programs, or advance a single constituency or personal position. A member's perspective is valuable; the
member's responsibility is broader than advocating that perspective.

Members are expected to:
• Prepare and participate. Review materials in advance, attend consistently, ask informed questions, and
contribute constructively.
• Use the City's adopted direction as the starting point. Evaluate assignments in light of Council
policies, strategic plans, adopted master plans, budgets, and applicable law.
• Exercise independent judgment within the assigned role. Listen to evidence and other perspectives,
deliberate openly, and remain willing to revise an initial view.
• Represent the whole community. Consider long-term and citywide effects, including people who are
not present or organized around the issue.
• Distinguish personal views from body positions. A member may speak as an individual but may not
imply that a personal view is the position of the body or the City.
• Treat others with respect. Disagree with ideas without attacking motives, character, staff, applicants,
other members, or the public. Comply with the City's adopted Code of Conduct.
• Support the integrity of the process. Once the body acts, accurately describe the decision and the
reasoning of the body, even when personally in the minority.
• Follow public-service obligations. Comply with open-meeting, public-records, ethics, conflict-of
interest, confidentiality, and due-process requirements.
Members do not:
• direct, supervise, evaluate, or assign work to City employees or contractors;
• commit City funds, resources, positions, or staff time without authorization;
• use appointment or title for personal, political, professional, or financial advantage;
• conduct body business through serial communications, private group discussions, or other means that
evade public-meeting requirements;
• promise an outcome before the body has received the information and completed the required process;
or
• represent that appointment gives the member the same authority as an elected Council member.

6. Working with City staff
Staff supports the appointed body on behalf of the City Manager and within available resources. The staff
liaison provides information, prepares agendas and records, advises on process, coordinates Council
referrals, and helps the body complete its approved work.
• Requests for research, reports, legal advice, public engagement, or substantial staff work go through the
staff liaison.
• The body, chair, and individual members do not direct staff work or bypass the City's administrative
structure.
• Questions about staff performance or conduct are raised privately with the City Manager or appropriate
department director and not debated in a public meeting.
• Staff's role is to provide professional information and implement authorized direction; it is not to validate
a member's preferred outcome.

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7. Chair and vice-chair responsibilities
The City of Gunnison has adopted a Policy for Public Meeting Procedures and Conduct (Resolution No. 8,
Series 2025), applicable to public meetings conducted by City Council and appointed bodies, that provides
detailed responsibilities for the Chair and Vice Chair. The following represents the general expected conduct
of these officers:
• Facilitate fair, focused, and orderly meetings.
• Ensure all members have a reasonable opportunity to participate.
• Clarify motions, summarize direction, and help the body reach usable recommendations.
• Address process or conduct concerns promptly and seek assistance from the staff liaison when needed.
• Serve as spokesperson only when authorized, accurately reflecting the body's action.

8. Attendance and preparation
Reliable participation is part of accepting appointment. Repeated absences, lack of preparation, failure to
complete required training, or conduct inconsistent with this Charter has the potential to negatively impact
the effectiveness of the Boards and Commissions. Excessive absence is defined as follows:
Absences. A member who cannot attend a meeting shall notify the staff liaison as soon as reasonably
practicable. An absence is excused when the member provides timely notice and the absence results from
illness, family or personal emergency, employment obligations, previously scheduled travel, religious
observance, disability or accommodation needs, hazardous travel conditions, or other good cause. The
member is not required to disclose confidential medical or personal details. When advance notice is
impracticable because of an emergency, notice provided as soon as reasonably practicable may be
accepted. The Chair and staff liaison shall resolve any question concerning whether an absence is excused.
An absence is unexcused when the member fails to provide required notice without good cause or when the
stated reason does not constitute good cause.
Excessive absences. Because meetings are held on an as-needed basis, excessive absences are determined
using both attendance history and the effect on the work. Excessive absences include:
•
•
•

two consecutive unexcused absences;
two unexcused absences during any rolling twelve-month period; or
three consecutive absences, or absence from fifty percent or more of the meetings held during a
rolling twelve-month period in which at least four meetings occurred, whether excused or unexcused,
when the absences materially interfere with the member's ability to perform the duties of office or the
Board's ability to conduct business.

Meeting cancellations and meetings for which the member formally recused are not counted as absences.
Reaching one of these thresholds initiates an attendance review and does not require automatic removal.
Before recommending removal, the City shall consider the reasons for the absences, whether reasonable
accommodation or another corrective measure is appropriate, the member's overall attendance history, and
the effect on the Board's ability to obtain a quorum and perform its duties.

9. Fairness, conflicts, and public trust
Members hold positions of public trust and shall conduct themselves in a manner that supports impartial
decision-making, transparency, and confidence in the City's appointed bodies. Members shall avoid actual
conflicts, improper influence, and conduct that could reasonably create an appearance of bias or personal
benefit. These responsibilities apply during meetings and to communications, activities, and information
obtained outside meetings that relate to City business.

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Disclose

or potential

actual

participation

or recusal.

Do not accept

gifts, favors,

regarding

intended

to influence

or disclose

it without

or special treatment

benefits,

employment

of the City Attorney

and follow the advice

promptly

conflicts

City- related

action.

Assume
or stored
Avoid

and records

communications

device

on a personal

benefit

City business

concerning

may be public,

authorization.
created

includingthose

or account.
when the body is acting

ex parte communications

capacity,

in a quasi- judicial

any

and disclose

as required.

communication
Maintain

for personal

information

or nonpublic

Do not use confidential

an open mind until public

are complete.

and deliberation

staff analysis,

evidence,

comment,

10. Special rule for quasi- judicial matters
IndividuaL
judicial

policy

and required

in the record,

evidence

do not replace

preferences

express

advocate

personalviews,

reasonably
recusal,

the proceeding,

expose

the decision

For example,
policy

however,

each

for or against

during the properly

criteria

and hearing

and Zoning

a Planning

through

views,

an application

solely

or City unless
Official

from asking impartial

or exp( a ining the member’

may be directed

to help advance

When

a particular

deciding
criteria

the member

because

questions,
s vote based

generally

favors

adopted

development

to that application.

goals

housing

application,
shall not vote

A member
growth.

or opposes

with actions

in civic life and are fully supported

those views

from the official

the body’ s work should

concerning

expressly

in costs to

and advocacy

but they shall distinguish

and consistent

Commission

to participate

are encouraged

and result

require

record.

must fairly apply the governing

member

Communications

hearing,

Do not

bias or prejudgment,

to legal challenge,

a member

not prevent
noticed

and code work.

recommendations

11. Communication
Members

does

This restriction

and personal

how you intend to vote on a pending

or indicate

for an outcome,

the

the result

and may not predetermine

criteria

criteria,

priorities

and Commissions

Boards

Doing so may demonstrate

the evidence

on the governing

the adopted

approval

under the applicable

matter.

the City and taxpayers.
discussing

due process.

body acts in a quasi-

an appointed

quasi- judicial

anticipated

compromise

work. When

poLicy

must decide the matter

members

capacity,

from

are different

appLications

at a public meeting.

taken

positions

be accurate,

of personal

in the expression

of the appointed

coordinated

through

body or City.
channels,

authorized

Members

shall not imply that they speak for the body

minutes,

resolutions,

authorized.

recommendations

are transmitted

through

reports,

or another

must state

clearly

authorized

process.
Only an authorized
expressing
Members

a personal
should

communications
Members

spokesperson

for the body.

Other members

when

they are

view.

refer media

requests

concerning

body action

to the chair, staff tiaison,

or City

contact.

may participate

endorsement

speaks

in civic

of a campaign,

life, but should

candidate,

ballot

city of Gunnison

not use their City title in a way that suggests

position,

business,

or advocacy

I 1ember charter i Page 5 of 6

TOP

effort.

City

Page 87 of 95

12. Orientation and continuing learning
Before or promptly after beginning service, members will complete required orientation covering the City's
form of government, Council priorities, the body's purpose and work plan, meeting procedures, ethics,
conflicts, open meetings, public records, and any body-specific legal duties. Members are expected to
participate in periodic refresher training.

13. Accountability and concerns
A concern should ordinarily be addressed at the lowest effective level: first through the chair and staff liaison,
then the department director or City Manager, and finally the appointing authority when necessary. Nothing in
this section limits reporting required by law or City policy.
The City may use coaching, clarification of expectations, additional training, censure or other formal action.
or removal where authorized. The response should reflect the nature, frequency, and seriousness of the
concern and should be applied consistently.

14. Member acknowledgment

By signing below, I acknowledge that I have received and reviewed this Charter, the purpose and authority
statement for my appointed body, its current work plan, and applicable bylaws. I understand that
appointment is a position of public trust and that continued service depends on meeting these expectations.

Member name

Appointed body

Signature

Date

Chair acknowledgment

Date

Staff liaison

Date

r
City of Gunnison I Member Charter J Page 6 of 6

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Page 88 of 95

Exhibit

B
I PLANNING AND ZONING COMMISSION

CITY OF GUNNISON

PLANNING AND ZONING COMMISSION BYLAWS
Adopted

25, 2026

August

Article 1. Authority and Governing Documents
These

bylaws

Code,

Development

Colorado
If these

internal

They supplement

Commission).
Land

the

govern

conflict

City- adopted

with

public

and

meeting

public

law,

a controlling

meeting

of the

and

Commission

Zoning

and

Rule

Charter,

Municipal

Code

Charter (

Member

Charter),

applicable

the

Member

Charter,

Home

Member

Commission
procedures.

provision,

code

City Council

authority

the controlling

procedures,

Planning

of Gunnison

City

the Municipal

do not restate

and

City’ s Board

the

law, OR City- adopted
bylaws

operations

action,

governs.

Article 2. Purpose and Scope
The

serves

Commission

assigned

responsibilities

and keep current

perform

the

review,

matter;

and

the

out

and

planning

referred
when

direction

land- use

advisory

when

assignment

of that function.

Commission

shall observe

deemed

It also

the

carries

it applies

through

criteria

adopted

pursuant

an adopted

work

to an individual

to express

Land

property
Code

Development
planning.

The

citizen- at- large,

and

for comprehensive

responsibility

Charter

role for each

the applicable

Land

by City Council.

applicable

when

City

by the

Commission

by the City Council

recommendations

it makes

to the

assigned

Plan;

Comprehensive

and

to or approved

quasi- judicial

role:

as the City of Gunnison

duties

other

City enactments;

assignments

has a mixed

The Commission

carrying

known

plan,

and

recommendation,

or other formal

plan

Council

City

the City’ s master

Code and other

planning

complete

pleasure

to it as follows:

prepare

Development

right

the

item.

agenda

Article 3. Membership and Officers
Minimum

incompatibility
preparation
with

applicant

requirements;

be able

qualifications.

education,

Planning,

community

mandatory

development,
experience

satisfy the

perform

complete

and attendance;

City policy.

must

legal,
may

duties

the

training;

design,

City

Charter’ s residency,

of the

and

construction,
but

considered

office

impartially;

use City- provided

housing,
not

commit

technology

environmental,

required

unless

meeting

in accordance
public- service,

established

City

Council.
Appointment

process.

an interview

process

candidates

and

Before

appointment,

coordinated

relevant

a candidate

by City staff.

application

materials

shall

submit

Staff shall verify
to the

City

Council’ s authority.

Bylaws •

the City’ s application

minimum

Council.

qualifications

Appointment

and participate

and transmit

remains

within

eligible
the

City

Page 89 of 95

CITY OF GUNNISON I PLANNING AND ZONING COMMISSION

Terms and staggering. A full term is five years pursuant to the City's Home Rule Municipal Charter. Terms are
staggered so that no more than two members' terms expire in the same year. The City Council shall establish
and maintain a staggered schedule without shortening an incumbent member's term. A person may serve no
more than two consecutive full terms. Service for an unexpired term does not count as a full term. After at
least one term off the Commission, the person is again eligible for reappointment.
Removal for cause. Cause includes substantial or repeated neglect of duty; inability or refusal to perform
Commission responsibilities; excessive absences as defined in the adopted meeting procedures; failure to
prepare for meetings; failure to complete mandatory training; violation of law, violation of these bylaws, the
Member Charter, an applicable City policy, or a City Council directive; undisclosed or unremedied conflict-of
interest, confidentiality, public-records, open-meetings, quasi-judicial, technology, or City-email violations;
misconduct that impairs the Commission's work or public trust; or loss of a required qualification.

Removal process. Except when immediate action is required to protect the integrity of a pending proceeding,
the member shall receive written notice of the alleged cause and a reasonable opportunity to respond. The
City, at its discretion, may first use clarification, coaching, corrective direction, or additional training when
appropriate. The City Council determines whether cause exists and whether removal is warranted at a
properly noticed public meeting, after considering the information presented and any response by the
member. The member shall receive written notice of the Council's decision. This process does not limit
recusal, temporary nonparticipation, or other action required for a particular matter.
Offices. At the first regular meeting after May 1 each year, or as soon thereafter as practicable, the
Commission shall elect a Chair and Vice-Chair from among its members. Each serves until a successor is
elected, unless the Commission acts earlier to fill the office.
The Chair presides and performs the responsibilities stated in the Member Charter and City-adopted public
meeting procedures. The Vice-Chair performs those duties when the Chair is absent or unable to act. If both
are unavailable, the members present may select a temporary presiding officer.

Article 4. Meetings and Agendas
Commission meetings are initiated and scheduled by the staff liaison on an as-needed basis to address
pending applications, legal duties, the Council-approved work plan, or Council referrals. The Commission,
Chair, and individual members do not independently initiate or call meetings. Staff may change or cancel a
meeting in accordance with public notice requirements and City procedure.
All meetings shall comply with Colorado open-meetings law, the City Charter and Municipal Code, and City
adopted public meeting procedures. The City's procedures govern notice, agenda order, public participation,
remote participation, decorum, motions, reconsideration, continuances, and other meeting mechanics
unless a controlling law requires otherwise.

Article 5. Quorum, Voting, and Action
A quorum is a majority of the currently appointed members unless controlling law requires a different
number. No substantive action may be taken without a quorum.
Each participating member has one vote. A motion passes by a majority of votes cast unless a greater vote is
required by law. Abstentions are not votes cast. A member who is disqualified or recused shall not participate
in deliberation or vote and shall follow the City Attorney's direction regarding presence during the item.
Bylaws • 2

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Page 90 of 95

CITY OF GUNNISON I PLANNING AND ZONING COMMISSION

Commission action shall be taken at a public meeting and recorded in the official minutes or other City record.
Individual members may not act or speak for the Commission unless authorized.

Article 6. Quasi-Judicial Proceedings
When acting in a quasi-judicial capacity, the Commission shall follow applicable due-process requirements,
the Land Development Code, City-adopted hearing procedures, and legal guidance provided by the City
Attorney or designated counsel.
Members shall decide the matter only under the governing approval criteria and on the evidence in the
record. Members shall maintain impartiality, avoid prejudgment, disclose actual or potential conflicts and ex
parte communications promptly, and recuse when required. Questions concerning participation, disclosure,
evidence, procedure, or legal standards shall be directed to the presiding officer and City Attorney or
designated counsel.
The record shall reflect the required findings and the Commission's action. Policy preferences, generalized
support for or opposition to development, and matters outside the record do not substitute for the adopted
criteria.

Article 7. Attendance, Preparation, and Training
Members shall attend and prepare for meetings. A member who cannot attend shall notify the staff liaison
as soon as practicable. Attendance concerns are first addressed by staff and, then, if necessary, by the Mayor.
Orientation and continuing training assigned by the City are mandatory and are conditions of service. Training
may be provided by City staff, the City Attorney, outside counsel, consultants, or other qualified instructors
and may include the Comprehensive Plan, Land Development Code, quasi-judicial decision-making, conflicts
of interest, open meetings, public records, ethics, public hearing procedures, technology requirements, and
effective meeting practices. A member shall complete assigned training by the stated deadline unless staff
approves an extension for good cause.

Article 8. Staff Support and Records
The Community Development Department supports the Commission through a staff liaison designated by
the City Manager. Staff support, requests for work, communications, and the limits on member direction of
staff are governed by the City Manager.
The City is custodian of Commission agendas, packets, minutes, recordings, findings, resolutions, and other
official records. Members shall use their City-issued email address for all Commission-related
communications and shall not use a personal email account for Commission business. Members shall use
City-approved systems and comply with applicable technology, cybersecurity, records-retention, public
records, acceptable-use, and communications policies.

Article 9. Compensation, Education, and Expenses
Members may receive compensation for each qualifying meeting attended in the amount and under the
conditions established by City Council by resolution. Compensation is not available except as authorized by
the then-current resolution.

Bylaws • 3

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Page 91 of 95

CITY OF GUNNISON I PLANNING AND ZONING COMMISSION

Subject to prior City approval, applicable travel and purchasing policies, and budget availability, the City may
pay or reimburse reasonable costs for conferences, education, registration, travel, lodging, meals, and related
expenses that support Commission service. No member may obligate City funds or incur reimbursable costs
without required authorization.

Adoption
Adopted

the

City

Council

of the City of Gunnison on _________, by
Adopted as rules and procedures by the Planning and Zoning
Commission, in accordance with Municipal Charter, on ___________, as confirmation and
acknowledgement of compliance and acceptance.

r
Bylaws• 4

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Page 92 of 95

City of Gunnison Agenda Report___
Date:
To:
From:
Subject:

September 15, 2026
Mayor and City Council
Ben Cowan, Finance Director
Item No. VII.D., Firemen’s Pension Board Semi-Annual Update

Strategic Framework:
“Ensure sustainable and responsible ﬁscal management that supports the long-term
stability of City funds and commitments to public safety personnel.”
This item aligns with the strategic goal of maintaining the financial health and actuarial
soundness of the Gunnison Firemen’s Pension Fund. Regular updates and careful benefit
level decisions help preserve the fund’s stability, meet state regulatory requirements, and
ensure that the City can honor its commitments to current and future retirees without
creating undue fiscal strain.
Background:
The bylaws of the Gunnison Firemen’s Pension Fund requires a report to be provided to
City Council semi-annually. The last meeting was held on August 13, 2026. Below are
the meeting minutes for review.
GUNNISON FIREMEN'S PENSION BOARD
Minutes of Regular Meeting
August 13, 2026
Voting members present:
•

Loren Ahonen, City Council

•

Hugo Ferchau, Fire Chief

•

Scott Frazier, Gunnison County Fire Protection District

•

Joel Ruehle, Gunnison Volunteer Fire Department

•

Audrey Zahradka, City Council

Other Attendees:
•

Ben Cowan, Secretary/Treasurer

•

Kevin Eichinger, Portfolio Strategist for Principal (present remotely)

•

Brennan Hannon, Relationship Manager for Principal (present remotely)

•

Paul Barker, Actuarial Consulting Group (present remotely)

Call to Order. The regular meeting of the Gunnison Firemen’s Pension Fund Board was called to order by
Chairperson Ruehle at 5:05 p.m. on August 13, 2026, in the City Council Chambers at City Hall.
Appointment of Board Members. None at this time.
Minutes Approval. Moved by Audrey Zahradka to approve the meeting minutes for March 13, 2026.
Motion carried unanimously.
City of Gunnison Agenda Report | Page 1 of 4

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Page 93 of 95

Financial Report. Secretary/Treasurer Cowan presented the financial report through June 30, 2026. The
balance ended at $2,345,397.76 with a net loss through June 30, 2026 of $8,203.81. No contributions were
received from the City, the District, or the State match during this period but are being processed currently.
The State eligibility for the 2026 Volunteer Firefighter Pension State Match has been processed for both the
City and the District. Bank fees of $10,160.00 and benefit payments of $142,200.00 were incurred, for
total expenditures of $152,360.00. Moved by Hugo Ferchau to approve the financial report through June
30, 2026 as presented. Motion carried unanimously.
Investment Report. Kevin Eichinger presented the investment report through June 30, 2026.
Mr. Eichinger began with an economic and market review. He noted that oil prices remain a significant
inflationary factor due to the ongoing conflict involving Iran, with additional impacts on sulfur, fertilizer, and
liquefied natural gas markets resulting from disruptions and uncertainty surrounding the Strait of Hormuz.
Europe is experiencing greater exposure to these impacts due to its more limited access to domestic oil
production, while the United States has greater domestic production capacity.
U.S. economic growth continues to be supported in significant part by business investment, particularly
investment related to artificial intelligence, including semiconductors, hyperscale data centers, and energy
generation. At the same time, U.S. job growth is slowing. Mr. Eichinger noted that interest rates could move
higher later in the year if inflationary pressures increase. He also discussed uncertainty surrounding the
Federal Reserve and the new Federal Reserve Chair, Kevin Warsh, noting that his commentary has provided
less detail regarding the direction of monetary policy.
Mr. Eichinger noted that credit spreads in the fixed-income market remain relatively tight, indicating limited
additional compensation for corporate credit risk. He also cautioned that the S&P 500's 10-year annualized
return of 15.51% is unlikely to be sustainable over the long term and that the Board should anticipate a
market downturn at some point. He presented a chart comparing current market conditions with the dotcom period of the early 2000s, noting similarities in the strong performance of semiconductors and materials
and suggesting that the current enthusiasm could eventually transition to more normalized valuations.
Mr. Eichinger also discussed the yield curve, noting that it has returned to a more normalized, upwardsloping structure following the inversion experienced in 2023. The asset allocation as of June 30, 2026, was
50.4% equities (37.9% U.S., 12.5% non-U.S.), 47.7% fixed income and 3.0% cash. The balance in the
account as of last night was $2,400,000 including the July 1, 2026 benefit payments.
Year-to-date benchmark performance was 5.82%, net of fees. Benchmark was 7.09%, so the deficit was
128 basis points. Mr. Eichinger explained that Principal's investment objective is to capture approximately
95% of market gains during rising markets while limiting participation in market declines to approximately
85%.
Actuarial Study Presentation. Paul Barker of Actuarial Consulting Group presented the actuarial study
for the shared City and District Pension Fund. He reported that investment income and contributions are
currently roughly equal to benefit payments. Overall, the Fund's cash flows are essentially sufficient to pay
current benefits, which helps avoid the need to sell investments to meet benefit payments during periods of
unfavorable market performance.
Mr. Barker advised that a benefit increase is not recommended at this time. He indicated that assets of
approximately $2.9 million would provide a sufficient basis for considering a benefit improvement. He
generally prefers to see a surplus of approximately 5% to 10% before recommending an increase in benefits.
A benefit level of $650 per month would result in a surplus of only approximately 2%.
For the current actuarial study, Mr. Barker assumed a level amount of annual contributions rather than the
2% annual decline in contributions that has been used in previous years. He explained that he typically uses
a declining contribution assumption for districts where there is greater uncertainty regarding future funding,
but he did not believe that assumption was necessary for Gunnison. The level contribution assumption
reflects the current funding approach of the City and District.
The actuarial study uses a 6% investment return assumption and a 40-year projection period. Mr. Barker
reviewed the historical assumptions used in prior studies and compared them with actual Fund experience
City of Gunnison Agenda Report | Page 2 of 4

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Page 94 of 95

over the past 15 years. He reported that, when averaged over the full period, the actuarial studies have
been very accurate in projecting the Fund's actual experience.
Mr. Barker also discussed the possibility of using a higher investment return assumption, such as 6.5%,
which could support consideration of a more aggressive benefit increase. He noted that some districts have
investment policies that emphasize Colorado municipal bonds or other specific investment vehicles. Mr.
Cowan asked whether 6% is the standard investment return assumption used for actuarial studies submitted
for review by the State of Colorado Volunteer Firefighter Pension Fund program. Mr. Barker confirmed that
6% is the standard assumption.
Mr. Barker noted that the Gunnison Fund's investment strategy is designed to pursue a higher rate of return
and is not restricted to a particular investment type, which could provide a basis for considering a higher
investment return assumption. Trustee Ahonen asked whether a middle-ground assumption of 6.25% could
be considered, and Mr. Barker indicated that it could.
Mr. Cowan reported that the District had budgeted a larger contribution amount in 2026 to allow exploration
of increasing the State matching contribution and thereby increasing total annual contributions to the Fund.
However, the State has not increased the maximum matching amount in decades, and the State match
would only increase if the benefit level were reduced below $300 per month. The District therefore elected
to maintain their current contribution level, which is equal to the City. Mr. Cowan noted that any increase in
contributions by the City and/or District would affect the actuarial study, but the assumption of level
contributions reflects the current funding approach.
Mr. Barker presented additional analyses evaluating the Fund from both an asset-driven and contributiondriven perspective. Neither analysis supported increasing the benefit level to $650 per month at this time,
although the results were considered borderline. He indicated that waiting another year would provide a
stronger basis for considering a benefit increase or using a more aggressive discount rate.
The long-term projections in the actuarial study indicate that the Fund's assets should eventually support a
substantially higher benefit level. Mr. Barker attributed much of this projected improvement to
demographics, noting that the number of new retirees entering the Fund is not currently matching the
number of existing retirees leaving the Fund due to mortality.
The Board discussed the possibility of increasing the investment return assumption to 6.5%, as well as the
potential middle-ground assumption of 6.25%.
Chief Ferchau reported that there has been discussion with the volunteers regarding allowing partial vesting
in the Fund after 10 years of service. This issue may be brought forward for consideration at the next
meeting. He also reported that Jared Sparks is expected to retire next year with a partial benefit.
Chief Ferchau further suggested that the City and District could consider increasing annual contributions in
the future as a means of encouraging additional volunteers to serve. He noted that increased contributions
could recognize the significant cost savings associated with operating a volunteer fire department rather
than a fully paid fire department.
Moved by Hugo Ferchau to increase the discount rate to 6.5% and direct Secretary/Treasurer Cowan to
notify Mr. Barker to utilize that rate for future actuarial studies. Motion carried unanimously.
Applications for Retirement. None at this time.
Set Pension Amount for Second Half of 2026.
Moved by Hugo Ferchau to set the benefit levels for retirees and surviving spouses at $600 and $300
respectively, with the death benefit at $1,500 for the second half of 2026. Discussion ensued. Trustee
Zahradka pointed out that she would like to see the new study at 6.5% before reviewing $650. Waiting
may also allow for better flexibility for earlier retirement eligibility. Chief Ferchau also suggested it would
be helpful to wait until the outcome of the District ballot measure is known. Motion carried unanimously.
City of Gunnison Agenda Report | Page 3 of 4

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Page 95 of 95

Description
Current
Proposed Beneficiaries
Retiree
$600.00
$600.00
38
Surviving Spouse (50% of
$300.00
$300.00
3
above)
Survivor’s Death Benefit
$1,500.00 $1,500.00
Line of Duty Death Benefit
$600.00
$600.00
Disability Benefit
TBD
TBD
Next Meeting. The next meeting was scheduled for 5:00 p.m. on February 25, 2027 (fourth Thursday of
February), in the City Hall Council Chambers.
Adjourn. The meeting was adjourned at 7:06 p.m.

Staff Recommendation:
Not applicable.
Action:
This is a report only. No action or discussion is necessary unless desired from Council.
Will there be any financial impact?
No; benefit payments have been maintained at the $600 level as above captioned.
Has this item been budgeted?
Yes; the 2026 budget included flexibility for the Board to increase the benefit level to $650
per month if desired by the Board of Trustees.
Attachments:
None

City of Gunnison Agenda Report | Page 4 of 4

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