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PROFESSIONAL SERVICES CONTRACT
Debris Removal & Hauling Services with Ceres
The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Ceres
Environmental Services, Inc. (Contractor), a Florida foreign corporation, whose address is 4080
Plaza Goldorado Circle, Ste. 100, Camerson Park, CA 95682, make this Contract this
__________ day of ____________________, 2024, at the Town of Estes Park, Colorado,
considering the following facts and circumstances:
1 RECITALS:
1.1 Town desires to use the services of Consultant outlined in Consultant's Proposal; and
1.2 Consultant has agreed to provide the Services outlined in its Proposal, on the terms
and conditions stated in this Contract.
2 CONTRACT: This Agreement is a Contract, representing the entire and integrated
agreement between the parties and supersedes any prior negotiations, written or oral
representations and agreements. The Agreement incorporates the following Contract
Documents. In resolving inconsistencies between two or more of the Contract Documents,
they shall take precedence in the order enumerated, with the first listed Contract Document
having highest precedence.
The Contract Documents, except for amendments executed after execution of this Contract, are:
2.1 Change Orders;
2.2 Notice to Proceed;
2.3 This Contract;
2.4 The following Addenda, if any:
Number Date Page(s)
2 March 11, 2024 4
1 March 11, 2024 6
2.5 The following Special Conditions of the Contract, if any:
Document Title Page(s)
2.6 Notice of Award;
2.7 Request for Proposals, containing 13 pages, dated February 21, 2024;
Town of Estes Park Professional Services Contract --Page 2 of 12
2.8 Consultant's Proposal, containing 100 pages, dated March 26, 2024; and
2.9 Insurance Certificates.
3 SCOPE OF SERVICES: Consultant shall provide professional services related to debris
management when requested by the Town. The Town shall provide the Consultant with a
Request for Services, and the Consultant may accept or deny the Request for Services. If the
Consultant accepts, the Consultant shall provide the Town an estimated cost for the services
based on the Consultant’s rate sheet listed in the Consultant’s Proposal. Consultant shall
provide and furnish at its own cost and expense all materials, machinery, equipment, tools,
superintendence, labor, insurance and other accessories and services necessary to provide its
Services in strict accordance with the conditions and prices stated in the Contract
Documents.
4 BEGINNING WORK AND COMPLETION SCHEDULE: The Consultant shall begin
services under this Contract upon receiving Town’s notice to proceed. Consultant shall
timely perform its Services, according to the Performance Schedule incorporated into this
Contract or as otherwise directed by Town.
5 PRICE: The Town will pay Consultant for the performance of this Contract, on an as-needed
basis documented by email or other written correspondence between the Town and
Consultant for each individual assignment under this contract, and the not-to-exceed billing
rates provided by Consultant, as described in the Consultant’s Proposal. This Contract does
not create a multiple fiscal year direct or indirect debt or other financial obligation. Each
request for service shall incur a concurrent debt for that request only. All financial
obligations of the Town under this Contract are contingent upon appropriation, budgeting,
and availability of specific funds to discharge such obligations.
6 TIME OF PAYMENTS TO CONSULTANT: The Consultant shall bill its charges to the
Town periodically, but no more frequently than once a month. Each bill shall contain a
statement of the time the primary employees spent on the Services since the previous bill, a
brief description of the Services provided by each such employee, and an itemization of
direct expenses. The Town will pay each such bill which it finds to be in accordance with
this Contract within forty-five days of its receipt. If Town questions any part of a bill, finds
any part of a bill does not conform to this Contract, or claims the right to withhold payment
of any part of a bill, it will promptly notify Consultant of the question, nonconformity or
reasons for withholding.
7 QUALIFICATIONS ON OBLIGATIONS TO PAY: No partial payment shall be final
acceptance or approval of that part of the Services paid for, or shall relieve Consultant of any
of its obligations under this Contract. Notwithstanding any other terms of this Contract,
Town may withhold any payment (whether a progress payment or final payment) to
Consultant under the following conditions:
7.1 Consultant fails to promptly pay all bills for labor, material, or services of consultants
furnished or performed by others to perform Services.
Town of Estes Park Professional Services Contract --Page 3 of 12
7.2 Consultant is in default of any of its obligations under this Contract or any of the
Contract Documents.
7.3 Any part of such payment is attributable to Services not conforming to this Contract.
(Town will pay for any part attributable to conforming Services).
7.4 Town, in its good faith judgment, determines that the compensation remaining unpaid
will not be sufficient to complete the Services according to this Contract.
8 CONSULTANT'S DUTIES:
8.1 Town enters into this Contract relying on Consultant’s special and unique abilities to
perform the Services. Consultant accepts the relationship of trust and confidence
established between it and the Town by this Contract. Consultant will use its best
efforts, skill, judgment, and abilities. Consultant will further the interests of Town
according to Town’s requirements and procedures, according to high professional
standards.
8.2 Consultant has and will undertake no obligations, commitments, or impediments of
any kind that will limit or prevent its performance of the Services, loyally, according
to the Town's best interests. In case of any conflict between interests of Town and any
other entity, Consultant shall fully and immediately disclose the issue to Town and,
without Town's express approval, shall take no action contrary to Town's interests.
8.3 Consultant’s Services under this Contract shall be of at least the standard and quality
prevailing among recognized professionals of expert knowledge and skill engaged in
the Consultant's same profession under the same or similar circumstances.
8.4 Consultant's work, including drawings and other tangible work products provided to
Town, will be accurate and free from any material errors, and will conform to the
requirements of this Contract. Town approval of defective drawings or other work
shall not diminish or release Consultant's duties, since Town ultimately relies upon
Consultant's skill and knowledge.
8.5 The Contract Documents determine whether the Consultant's Scope of Services
includes detailed independent verification of data prepared or supplied by Town.
Consultant will, nevertheless, call to Town's attention anything in any drawings,
plans, sketches, instructions, information, requirements, procedures, or other data
supplied to Consultant (by the Town or any other party) that Consultant knows, or
reasonably should know, is unsuitable, improper, or inaccurate for Consultant's
purposes.
8.6 Consultant shall attend such meetings on the work stated in this Contract, as Town
requires. Town will give reasonable notice of any such meetings, so Consultant may
attend.
Town of Estes Park Professional Services Contract --Page 4 of 12
8.7 As applicable state and federal laws may require, Consultant will assign only persons
duly licensed and registered to do work under this Contract.
8.8 Consultant shall furnish efficient business administration and superintendence and
perform the Services in the most efficient and economical manner consistent with the
best interests of Town.
8.9 Consultant shall keep its books and records for Services and any reimbursable
expenses according to recognized accounting principles and practices, consistently
applied. Consultant shall make them available for the Town's inspection at all
reasonable times. Consultant shall keep such books and records for at least three (3)
years after completion of the Services.
9 TOWN'S DUTIES:
9.1 Town will provide full information to the Consultant on the Town's requirements in a
timely manner.
9.2 Town will assist the Consultant by providing such pertinent information available to
Town, including maps, studies, reports, tests, surveys and other data, as Consultant
specifically requests.
9.3 Town will examine all tests, reports, drawings, specifications, maps, plans and other
documents presented by the Consultant to Town for decisions. Town will obtain the
advice of other consultants, as the Town thinks appropriate. Town will give decisions
to the Consultant in writing within a reasonable time.
9.4 Town will appoint a person to act as Town's representative on this Agreement. This
person will have authority to issue instruction, receive information, interpret and
define the Town's policies and decisions on the Consultant’s Services.
9.5 Town will give prompt written notice to the Consultant when the Town notices any
development that affects the scope or timing of the Services.
10 USE OF FINAL PRODUCT: Consultant may have limited involvement after the completion
of this Agreement and lacks control of the future use of Consultant's work. Except for
deficiencies in Consultant’s performance under this Agreement, future use and interpretation
of Consultant’s work is at the risk of Town or other users.
10.1 The Consultant will keep record copies of all work product items delivered to the
Town.
11 OWNERSHIP OF DOCUMENTS AND OTHER MATERIALS: All drawings,
specifications, computations, sketches, test data, survey results, renderings, models, and
other materials peculiar to the Services of Consultant or Consultant’s subconsultants under
this Contract are property of Town, for its exclusive use and re-use at any time without
further compensation and without any restrictions. Consultant shall treat all such material
and information as confidential, and Consultant shall neither use any such material or
Town of Estes Park Professional Services Contract --Page 5 of 12
information or copies on other work nor disclose such material or information to any other
party without Town's prior written approval. Upon completion of Services, or at such other
time as the Town requires, Consultant shall deliver to the Town a complete, reproducible set
of all such materials. For copyright ownership under the Federal Copyright Act, Consultant
conveys to Town and waives all rights, title and interest to all such materials in written,
electronic or other form, prepared under this Contract. Town shall have worldwide reprint
and reproduction rights in all forms and in all media, free of any claims by the Consultant or
its subconsultants and subcontractors. The Town's rights, granted above, in drawing details,
designs and specifications that are Consultant's standard documents for similar projects, and
in Consultant’s databases, computer software and other intellectual property developed, used
or modified in performing Services under this Contract are not exclusive, but joint rights,
freely exercisable by either the Town or the Consultant.
All design documents, including drawings, specifications, and computer software prepared
by Consultant according to this Contract comprise Consultant's design for a specific Project.
Neither party intends or represents them as suitable for reuse, by Town or others, as designs
for extension of that same Project or for any other project. Any such reuse without prior
written verification or adaptation by Consultant for the specific purpose intended will be at
user's sole risk and without liability or legal exposure to Consultant. Except as required for
performance under this Contract, Consultant's verification or adaptation of design
documents will entitle Consultant to additional compensation at such rates as the Consultant
may agree.
12 CHANGE ORDERS: Town reserves the right to order work changes in the nature of
additions, deletions, or modifications, without invalidating this agreement, and agrees to
make corresponding adjustments in the contract price and time for completion. All changes
will be authorized by a written change order signed by Town. Work shall be changed, and
the contract price and completion time shall be modified only as set out in the written
change order.
13 SERVICE OF NOTICES: The parties may give each other required notices in person or by
first class mail or by email to their authorized representatives (or their successors) at the
addresses listed below:
TOWN OF ESTES PARK:
Paul Fetherston
170 MacGregor Ave.
P.O. Box 1200
Estes Park, CO 80517
pfetherston@estes.org
970-577-3598
CONSULTANT:
Tia Laurie
4080 Plaza Goldorado Circle, Ste. 100
Camerson Park, CA 95682
tia.laurie@ceresenv.com
800-281-4424
14 COMPLIANCE WITH LAW: Consultant will perform this Contract in strict compliance
with applicable federal, state, and municipal laws, rules, statutes, charter provisions,
ordinances, and regulations (including sections of the Occupational Safety and Health
Administration [OSHA] regulations, latest revised edition, providing for job safety and
health protection for workers) and all orders and decrees of bodies or tribunals applicable to
work under this Contract. Consultant shall protect and indemnify Town against any claim or
Town of Estes Park Professional Services Contract --Page 6 of 12
liability arising from or based on the violations of any such law, ordinance, regulation, order,
or decrees by itself or by its subcontractors, agents, or employees. Town assumes no duty to
ensure that Consultant follows the safety regulations issued by OSHA.
15 PERMITS AND LICENSES: The Consultant shall secure all permits and licenses, pay all
charges, files, and taxes and give all notices necessary and incidental to the lawful
prosecution of its Services. Anyone conducting business in the Town of Estes Park is
required a business license which can be obtained from the Town Clerk’s Office.
16 PATENTED DEVICES, MATERIALS AND PROCESSES: The Consultant shall hold and
save harmless the Town from all claims for infringement, by reason of fee use of any
patented design, device, material, process, or trademark or copyright and shall indemnify the
Town for any costs, expenses, and damages, including court costs and attorney fees, incurred
by reason of actual or alleged infringement during the prosecution or after completion of
Services.
17 INSURANCE: Consultant shall, at its own costs, secure and continuously maintain through
the term of this Contract the minimum insurance coverages listed below, with forms and
insurers acceptable to Town. In addition, Consultant shall maintain such coverages for the
insurance listed in Paragraphs 17.1, 17.3 and 17.4 for two additional years. For any claims-
made policy, Consultant shall include the necessary retroactive dates and extended reporting
periods to maintain continuous coverage.
17.1 Professional Liability/Errors and Omissions for at least $1,000,000.
17.2 Workers' Compensation according to the Workers' Compensation Act of the State of
Colorado and Employer's Liability with limits of at least $500,000.
17.3 General liability, including contractual liability, of at least $1,000,000 per each
occurrence plus an additional amount adequate to pay related attorney's fees and
defense cost. Coverage shall include bodily injury, property damage, personal injury,
and contractual liability.
17.4 Comprehensive Automobile Liability with minimum limits for bodily injury and
property damage coverage of at least $1,000,000 per each occurrence plus an
additional amount adequate to pay related attorneys' fees and defense costs, for each
of Consultant's owned, hired or non-owned vehicles assigned to or used in
performance of this Contract.
17.5 Valuable Papers insurance in an amount adequate to assure the restoration of any
plans, drawings, field notes, or other similar data related to the services covered by
this Contract in case of their loss or destruction.
17.6 The required general liability and comprehensive automobile liability policies shall
contain endorsements to include Town and its officers and employees as additional
insureds. The required professional liability and workers’ compensation policies or
coverages shall not contain endorsements including the Town, its officers or
employees as additional insureds. Every policy required above shall be primary
Town of Estes Park Professional Services Contract --Page 7 of 12
insurance. Any insurance or self-insurance benefits carried by Town, its officers, or
its employees, shall be in excess and not contributory to that provided by Consultant.
17.7 Consultant shall, upon request, provide Town a certified copy of each required policy.
17.8 As evidence of the insurance coverages required by this Contract, before beginning
work under this Contract, Consultant shall furnish certificates of insurance certifying
that at least the minimum coverages required here are in effect and specifying the
liability coverages (except for professional liability) are written on an occurrence
form to:
Town of Estes Park
170 MacGregor Avenue
PO Box 1200
Estes Park, CO 80517
Attention: Paul Fetherston
With the exception of professional liability and workers’ compensation, policy or
policies providing insurance as required will defend and include the Town, its Board,
officers, agents and employees as additional insureds on a primary basis for work
performed under or incidental to this Contract. Required insurance policies shall be
with companies qualified to do business in Colorado with a general policyholder’s
financial rating acceptable to the Town. The policies shall not be cancelable or subject
to reduction in coverage limits or other modification except after thirty days prior
written notice to the Town. General liability and automobile policies shall be for the
mutual and joint benefit and protection of the Consultant and the Town. These policies
shall provide that the Town, although named as an additional insured, shall
nevertheless be entitled to recover under said policies for any loss occasioned to it, its
officers, employees, and agents by reason of acts or omissions of the Consultant, its
officers, employees, agents, sub-consultants, or business invitees. They shall be
written as primary policies not contributing to and not in excess of coverage the Town
may carry.
17.9 If Consultant is self-insured under the laws of the State of Colorado, Consultant shall
provide appropriate declarations and evidence of coverage.
17.10 Consultant shall not cancel, change, or fail to renew required insurance coverages.
Consultant shall notify Town's designated person responsible for risk management of
any reduction or exhaustion of aggregate limits, which Town may deem to be a
breach of this Contract.
17.11 The Town relies on, and does not waive or intend to waive, by any provision of this
Contract, the monetary limitations or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, § 24-10-101 et seq., C.R.S.,
as from time to time amended, or otherwise available to the parties, their officers, or
their employees.
Town of Estes Park Professional Services Contract --Page 8 of 12
17.12 If any insurance required here is to be issued or renewed on a claims-made form as
opposed to the occurrence form, the retroactive date for coverage will be no later than
the commencement date of the project and will state that in the event of cancellation
or nonrenewal, the discovery period for insurance claims (tail coverage) will be at
least 72 months.
17.13 Consultant shall not cancel, non-renew or cause insurance to be materially changed or
replaced by another policy without prior approval by Town.
18 INDEMNIFICATION:
18.1 Consultant and its agents, principals, officers, partners, employees, and
subcontractors ("Indemnitors") shall and do agree to indemnify, protect, and hold
harmless the Town, its officers, employees, and agents ("Indemnitees") from all
claims, damages, losses, liens, causes of actions, suits, judgments, and expenses
(including attorneys’ fees), of any nature, kind, or description ("Liabilities") by any
third party arising out of, caused by, or resulting from any Services under this
Contract if such Liabilities are: (1) attributable to bodily injury, personal injury,
sickness, disease, or death of any person, or to the injury or destruction of any
tangible property (including resulting loss of use or consequential damages) and (2)
caused, in whole or in part, by any error, omission or negligent act of the Consultant,
anyone directly or indirectly employed by it, or anyone for whose acts Consultant
may be liable.
18.2 If more than one Indemnitor is liable for any error, omission or negligent act covered
by this Agreement, each such Indemnitor shall be jointly and severally liable to the
Indemnitees for indemnification and the Indemnitors may settle ultimate
responsibility among themselves for the loss and expense of any such indemnification
by separate proceedings and without jeopardy to any Indemnitee. This Agreement
shall not eliminate or reduce any other right to indemnification or other remedy the
Town, or any of the Indemnitees may have by law.
18.3 As part of this indemnity obligation, the Consultant shall compensate the Town for
any time the Town Attorney's Office and other counsel to the Town reasonably spend
on such claims or actions at the rates generally prevailing among private practitioners
in the Town of Estes Park for similar services. This obligation to indemnify the Town
shall survive the termination or expiration of this Agreement.
19 INDEPENDENT CONTRACTOR: Consultant shall perform all Services under this
Agreement as an independent contractor, and not as an agent or employee of Town. No
employee or official of Town shall supervise Consultant. Consultant shall exercise no
supervision over any employee or official of Town. Consultant shall not represent that it is
an employee or agent of the Town in any capacity. Consultant’s officers, employees and
agents are not entitled to Workers' Compensation benefits from the Town, and
Consultant is obligated to pay federal and state income tax on money earned under this
Agreement. Except as this Agreement expressly states, Consultant shall, at its sole expense,
supply all buildings, equipment and materials, machinery, tools, superintendence, personnel,
insurance and other accessories and Services necessary. This Agreement is not exclusive;
Town of Estes Park Professional Services Contract --Page 9 of 12
subject the terms of this Agreement, Town and Consultant may each contract with other
parties.
20 PROVISIONS CONSTRUED AS TO FAIR MEANING: Any tribunal enforcing this
Agreement shall construe its terms as to their fair meaning, and not for or against any party
based upon any attribution to either party.
21 HEADINGS FOR CONVENIENCE: All headings, captions and titles are for convenience
and reference only and of no meaning in the interpretation or effect of this Contract.
22 NO THIRD-PARTY BENEFICIARIES: The parties intend no third-party beneficiaries
under this Contract. Any person besides Town or Consultant receiving services or benefits
under this Agreement is an incidental beneficiary only.
23 TOWN’S RIGHT TO BAR PERSONNEL FROM WORK SITE: For conduct the Town (in
its sole discretion) decides may violate applicable laws, ordinances rules or regulations, or
may expose Town to liability or loss, Town may bar any person (including Consultant's and
subconsultants’ and subcontractors’ employees) from the Town's work sites. Such a bar shall
not require any employee's discharge from employment, but shall merely prohibit the
employee's presence at Town’s work sites. Such a bar shall not warrant an increase in
contract time or Price.
24 WAIVER: No waiver of any breach or default under this Agreement shall waive any other
or later breach or default.
25 TERM: This Contract shall commence on December 1, 2024, and shall continue through
November 30, 2025 with the option of four (4) additional renewals, on an annual basis, upon
agreement of both parties.
26 TERMINATION:
26.1 In addition to any other available remedies, either party may terminate this Contract if
the other party fails to cure a specified default within seven (7) days of receiving
written notice of the default. The notice shall specify each such material breach, in
reasonable detail.
26.2 Town may, at any time, terminate performance of the work, in whole or in part, for its
own convenience. The Town may effect such termination by giving Consultant
written Notice of Termination specifying the extent and effective date of termination.
In case of termination, for convenience, Town shall pay Consultant for work
satisfactorily completed, to the date of termination. The Town shall determine the
portion of work completed.
26.3 If either party so terminates, the Consultant shall promptly deliver to the Town all
drawings, computer programs, computer input and output, analysis, plans,
photographic images, tests, maps, surveys and writer’s materials of any kind
generated in the performance of its Services under this Contract up to and including
the date of termination.
Town of Estes Park Professional Services Contract --Page 10 of 12
27 SUSPENSION: Without terminating or breaching this Contract, the Town may, at its
pleasure, suspend fee services of the Consultant hereunder. Town may effect suspension by
giving the Consultant written notice one (1) day in advance of the suspension date. Upon
receipt of such notices the Consultant shall cease their work as efficiently as possible, to
keep total charges to a minimum. The Town must specifically authorize any work performed
during suspension. Since suspension and subsequent reactivation may inconvenience the
Consultant, Town will endeavor to provide advance notice and minimize its use. After a
suspension has been in effect for thirty days, the Consultant may terminate this Contract at
will.
28 ASSIGNMENT AND DELEGATION: Except as stated, neither party may assign its rights
or delegate its duties under this Contract without the express written approval of the other.
29 SUBCONTRACTING: Except subconsultant clearly identified and accepted in the
Contractor's Proposal, Consultant may employ subconsultants to perform the Services only
with Town's express prior written approval. Consultant is solely responsible for any
compensation, insurance, and all clerical detail involved in employment of subconsultants.
30 GOVERNING LAW AND VENUE: The laws of the State of Colorado shall govern
enforcement and interpretation of this Contract. Venue and jurisdiction for any court action
filed regarding this agreement shall be only in Larimer County, Colorado.
31 AUTHORITY: This instrument forms a contract only when executed in writing by duly
authorized representatives of Town and Consultant. By their signatures on this document,
the signatories represent that they have actual authority to enter this Contract for the
respective parties.
32 INTEGRATION: There are no other agreements on the same subject than expressly stated or
incorporated in this Contract.
33 DAMAGES FOR BREACH OF CONTRACT: In addition to any other legal or equitable
remedy the Town may be entitled to for a breach of this Contract, if the Town terminates
this Contract, in whole or in part, due to Contractor’s breach of any provision of this
Contract, Contractor shall be liable for actual and consequential damages to the Town.
Signature pages follow.
Town of Estes Park Professional Services Contract --Page 11 of 12
CONSULTANT
By:
Date
Title: _______________________________
State of )
) ss
County of )
The foregoing instrument was acknowledged before me this __________ day of
____________________, 2024, by ______________________________, as
_____________________________ of ______________________________, Consultant. (If by
natural person or persons, insert name or names; if by person acting in representative or official
capacity or as attorney-in-fact, insert name of person as an executor, attorney-in-fact, or other
capacity or description; if by officer of corporation, insert name of such officer or officers as the
President or other officers of such corporation, naming it.)
Witness my hand and official Seal.
My Commission expires .
Notary Public
Town of Estes Park Professional Services Contract --Page 12 of 12
TOWN OF ESTES PARK:
By:
Date
Title: _______________________________
State of )
) ss
County of )
The foregoing instrument was acknowledged before me by , as
of the Town of Estes Park, a Colorado municipal corporation, on
behalf of the corporation, this day of , 2024.
Witness my hand and official Seal.
My Commission expires .
Notary Public
APPROVED AS TO FORM:
Town Attorney