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HomeMy WebLinkAboutPACKET Town Board 2022-09-27The Mission of the Town of Estes Park is to provide high‐quality, reliable services for the benefit of our citizens, guests, and employees, while being good stewards of public resources and our natural setting. The Town of Estes Park will make reasonable accommodations for access to Town services, programs, and activities and special communication arrangements for persons with disabilities. Please call (970) 577-4777. TDD available. BOARD OF TRUSTEES - TOWN OF ESTES PARK Tuesday, September 27, 2022 7:00 p.m. In Person Meeting – Mayor, Trustees, Staff and Public ADVANCED PUBLIC COMMENT By Public Comment Form: Members of the public may provide written public comment on a specific agenda item by completing the Public Comment form found at https://dms.estes.org/forms/TownBoardPublicComment. The form must be submitted by 12:00 p.m., Tuesday, September 27, 2022. All comments will be provided to the Board for consideration during the agenda item and added to the final packet. REMOTE PUBLIC PARTICIPATION DURING BOARD MEETING Remote participation in the meeting will be available by call-in (telephone) or online via Zoom Webinar which will be moderated by the Town Clerk’s Office. Instructions are also available at www.estes.org/boardsandmeetings by clicking on “Virtual Town Board Meeting Participation”. Individuals participating in the Zoom session should also watch the meeting through that site, and not via the website, due to the streaming delay and possible audio interference. CALL-IN (TELEPHONE):877-853-5257 (toll-free) Webinar ID: 982 1690 2040 ONLINE (ZOOM WEBINAR): https://zoom.us/j/98216902040 Webinar ID: 982-1690-2040. PLEDGE OF ALLEGIANCE. (Any person desiring to participate, please join the Board in the Pledge of Allegiance). AGENDA APPROVAL. PUBLIC COMMENT. (Please state your name and address). TOWN BOARD COMMENTS / LIAISON REPORTS. TOWN ADMINISTRATOR REPORT. 1. POLICY GOVERNANCE MONITORING REPORT - POLICY 3.8. Board Policy 2.3 establishing reporting requirements for the Town Administrator under Policy Governance. Policy 3.8 is reported on each September. CONSENT AGENDA: 1. Bills. 2. Town Board Minutes dated September 13, 2022, Town Board Study Session Minutes dated September 13, 2022, and Special Joint Study Session Minutes dated September 19, 2022. 3. Comprehensive Plan Advisory Committee Minutes dated July 28, 2022 (acknowledgment only). Prepared 09-16-2022 *Revised 09-23-2022 Page 1 NOTE: The Town Board reserves the right to consider other appropriate items not available at the time the agenda was prepared. 4. Estes Park Board of Adjustment Minutes dated July 12, 2022 (acknowledgment only). 5. Estes Park Planning Commission Minutes dated June 21, 2022 (acknowledgment only). 6. Family Advisory Board Minutes dated August 4, 2022 (acknowledgement only). 7. Resolution 67-22 USDA Loan Resolution to fund the Prospect Mountain Water System Reconstruction Project. 8. Resolution 68-22 Intergovernmental Agreements with the United States Department of Agriculture (USDA) for Grant Funding and Loan Financing to Support the Reconstruction of the Former Prospect Mountain Water Distribution System and USDA Financing Agreements for Construction of the Replacement Water Distribution System of the Former Prospect Mountain Water Company, comprised of a Grant, a 40-Year Loan with Interest and Declaring an Emergency. 9. Resolution 76-22 Contracts for Water System Infrastructure Upgrades with Multiple Consultants. 10. Resolution 77-22 Covenant and Grant Award for Birch Ruins Preservation Phase II with State of Colorado. 11. Letter of Support for two Grant Applications to Colorado Department of Transportation 2023 Capital, Planning, Administrative, Operating, and Mobility Management Transit Projects. 12. Letters of Support for Grant Applications to Colorado Department of Transportation and Colorado Parks and Wildlife for Fall River Trail construction. 13. Resolution 78-22 An Intergovernmental Agreement with the Estes Park Local Marketing District regarding November 2022 Election Costs. 14. Reappointment of Lynn Lawson to the Estes Valley Public Library District Board of Trustees for a four-year term beginning January 1, 2023 and expiring December 31, 2026. 15. Acceptance of Town Administrator Policy Governance Monitoring Report. REPORTS AND DISCUSSION ITEMS: (Outside Entities). 1. ESTES PARK HOUSING AUTHORITY BOARD OF COMMISSIONERS EXPANSION. Town Administrator Machalek. Consideration of expansion of the Board of Commissioners of the Estes Park Housing Authority from five (5) to "up to seven (7) members. LIQUOR ITEMS: 1. RESOLUTION 79-22 NEW LODGING AND ENTERTAINMENT LIQUOR LICENSE APPLICATION FOR DELLA TERRA LLC DBA DELLA TERRA EVENTS, 3501 FALL RIVER DRIVE, ESTES PARK, COLORADO. Town Clerk Williamson. To consider a new liquor license application and to consider the needs and desires of the neighborhood. 2. RESOLUTION 80-22 NEW HOTEL AND RESTAURANT LIQUOR LICENSE APPLICATION FOR DELLA TERRA LLC DBA DELLA TERRA MOUNTAIN CHATEAU, 3501 FALL RIVER DRIVE, ESTES PARK, COLORADO. Town Clerk Williamson. To consider a new liquor license application and to consider the needs and desires of the neighborhood. * * Page 2 ACTION ITEMS: 1.ORDINANCE 15-22 THE TOWN ACTING BY AND THROUGH THE TOWN'S WATER ACTIVITY ENTERPRISE AUTHORIZES A $4,493,000 INTERIM CONSTRUCTION LOAN FOR THE RECONSTRUCTION OF THE FORMER PROSPECT MOUNTAIN WATER COMPANY DISTRIBUTION SYSTEM, BACKED BY THE USDA AND REPAID BY THE CUSTOMERS WITHIN THE BOUNDARY OF THE FORMER PROSPECT MOUNTAIN WATER COMPANY AND DECLARING AN EMERGENCY. Director Bergsten and Manager Wesley. An Interim construction loan to cash flow the rebuild of the PMWC water system. The USDA-RD is financially backing the project with a loan and grant. 2.RESOLUTION 81-22 SUPPLEMENTAL BUDGET APPROPRIATIONS #4. Director Hudson. 3.RESOLUTION 82-22 AWARDING THE USDA-RD FINANCED CONSTRUCTION CONTRACT TO REBUILD THE PROSPECT MOUNTAIN WATER SYSTEM. Director Bergsten and Manager Wesley. This contract will rebuild the former Prospect Mountain Water Company System. We received eight competitive bids, and Wagner Construction was the lowest, responsible, and responsive bidder. 4.ORDINANCE 16-22 AMENDING THE ESTES PARK MUNICIPAL AND DEVELOPMENT CODES REGARDING VIRTUAL MEETINGS. Town Administrator Machalek. An ordinance providing the Town Board with the ability to meet virtually in the case of a qualifying event. 5.APPROVE FRAMEWORK FOR EXPENDITURE OF POTENTIAL LODGING TAX REVENUES. Assistant Town Administrator Damweber. Town Board approval of the proposed framework regarding expenditure of potential lodging tax revenues to address workforce housing and childcare needs in the Estes Valley. 6.INTERVIEW COMMITTEE FOR THE FAMILY ADVISORY BOARD. Town Clerk Williamson. 7.INTERVIEW COMMITTEE FOR THE ESTES PARK PLANNING COMMISSION. Town Clerk Williamson. ADJOURN. * * * ****Additional Action Item added during the meeting. Page 3       Page 4 Town Administrator’s Office Memo To: Honorable Mayor Koenig Board of Trustees From: Town Administrator Machalek Date: September 27, 2022 RE: Policy Governance Monitoring Report – Policy 3.8 (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER: Policy QUASI-JUDICIAL YES NO Board Policy 2.3 designates specific reporting requirements for the Town Administrator to provide information on policy compliance to the Board. Reporting on Policy 3.8 – Compensation and Benefits is required in September of each year. Policy 3.8 states: “With respect to employment, compensation, and benefits to employees, consultants, contract workers and volunteers, the Town Administrator shall not cause or allow jeopardy to fiscal integrity.” This report constitutes my assurance that, as reasonable interpreted, these conditions have not occurred and further, that the data submitted below are accurate as of this date. Travis Machalek Town Administrator Page 5 Policy 3.8: With respect to employment, compensation, and benefits to employees, consultants, contract workers and volunteers, the Town Administrator shall not cause or allow jeopardy to fiscal integrity of the Town. Accordingly, pertaining to paid workers, he or she may not: 3.8.1: Change his or her own compensation and benefits Status: Compliance Interpretation: I interpret this to mean that I cannot take any action that would result in a personal financial benefit, including modifying my benefits, leave provisions, or compensation in any way that is not defined in my employment agreement or specifically approved by the Town Board. Compliance with the policy will be achieved when: All of my compensation and benefits remain as approved by the Board through either my employment agreement or by specific action of the Town Board. Evidence: 1. The adopted budget and Annual Comprehensive Financial Report document that I have not taken any action to change my own compensation or benefits. Report: I report compliance. 3.8.2: Promise or imply permanent or guaranteed employment Status: Compliance Interpretation: I interpret this to mean that I cannot make any statements to current or potential employees that they can be assured of guaranteed employment with the Town of Estes Park. Compliance with the policy will be achieved when: I did not make any comments, verbally or in writing to any employee that can be construed as implying permanent or guaranteed employment. Evidence: 1. Since this is a requirement NOT to do something, the evidence would be for non-compliance (a substantiated allegation that such a promise or implication was made). No such allegations have been raised with myself, Human Resources, or with the Town Board. Report: I report compliance Attachment 1 Page 6 3.8.3: Establish current compensation and benefits which deviate materially for the regional or professional market for the skills employed Status: Compliance Interpretation: I interpret this to mean we regularly compare our compensation and benefits to the regional market. That market has been defined in Policy 301 as adopted by the Board. The specifics of the market comparison process are defined in Policy 301. Compliance with the policy will be achieved when: I ensure we fully comply the procedures and steps outlined in the Board adopted Policy 301 regarding Classification and Compensation Evidence: 1. The compensation study, as prepared by the Town Compensation Consultant under the supervision of Human Resources staff. 2. Published Compensation schedules and Classification plan which is congruent with the results of the annual Compensation Study. 3. Specifics of the compensation model and most recent study are available for inspection upon request. Report: I report compliance. 3.8.4: Establish deferred or long-term compensation and benefits, without approval of the Town Board. Status: Compliance Interpretation: I interpret this to mean that I cannot take any action that would create or change any deferred or other long-term compensation for any employees without specific Board approval. Compliance with the policy will be achieved when: There have been no changes to anyone’s deferred or other long-term compensation or benefits without Board approval. Evidence: 1. The adopted budget and the Annual Comprehensive Financial Report document that I have not taken any action to change any long-term compensation or benefits without the prior approval of the Board. Report: I report compliance. Page 7       Page 8 Town of Estes Park, Larimer County, Colorado, September 13, 2022 Minutes of a Regular meeting of the Board of Trustees of the Town of Estes Park, Larimer County, Colorado. Meeting held in the Town Hall in said Town of Estes Park on the 13th day of September, 2022. Present: Wendy Koenig, Mayor Scott Webermeier, Mayor Pro Tem Trustees Marie Cenac Kirby Hazelton Barbara MacAlpine Patrick Martchink Cindy Younglund Also Present: Travis Machalek, Town Administrator Jason Damweber, Assistant Town Administrator Dan Kramer, Town Attorney Kimberly Disney, Recording Secretary Absent: None Mayor Koenig called the meeting to order at 7:00 p.m. and all desiring to do so, recited the Pledge of Allegiance. AGENDA APPROVAL. It was moved and seconded (Martchink/Hazelton) to approve the Agenda as presented, and it passed unanimously. PUBLIC COMMENTS. Greg Rosener/Town citizen stated the Estes Valley Short-term Rental Alliance was created to support the November 2022 ballot issue to increase lodging tax. He provided the mission of the organization and stated the Alliance would use all of its resources to reach out to short-term rentals regarding the ballot issue. TRUSTEE COMMENTS. Trustee comments were heard and have been summarized: A ribbon cutting was held at Good Samaritan Society – Estes Park Village celebrating their 19th anniversary and the 100th anniversary of the Good Samaritan Society. The draft comprehensive plan would be available for review on the Town’s website in October 2022. The Estes Park Board of Adjustment met to review two cases and the Board would begin meeting in person in October 2022. Whether the Board role of Liaison to Western Heritage Inc should be adjusted to Liaison to Rooftop Rodeo. The Colorado Association of Ski Towns met and discussed short-term rentals and immigration issues. The Visit Estes Park Board met and approved the official ballot language for the upcoming November 2022 election and discussed the Beyond Elk promotion. The Larimer County Behavioral Health Policy Council met and reported building of the in-patient facility was on schedule and should be open August 2023. The Larimer County Solid Waste Policy Council discussed potential increases to the regional landfill fees. The Town of Estes Park was presented an award during the annual Scottish/Irish Highland Festival. The Family Advisory Board currently has two vacancies on the Board and applications are being accepted. The Estes Park EDC would meet to discuss the director report and the 2022 Fall B.A.S.E Program. The 9/11 Stair Climb was held September 11, 2022 with a 100 participants and volunteers and planning has begun for a 2023 event. TOWN ADMINISTRATOR REPORT. Town Administrator Machalek stated the Downtown Wayfinding Plan Virtual Open House was underway. He provided statistical clarification on the number of short-term rental fires in Estes Park; the statistic, which was previously stated at 60%, does include fires at hotel/motel type accommodations in addition to vacation home licenses. CONSENT AGENDA: DR A F T Page 9 Board of Trustees – September 13, 2022 – Page 2 1. Bills. 2. Town Board Minutes dated August 23, 2022, Town Board Study Session Minutes dated August 23, 2022 and Special Joint Study Session Minutes dated August 19, 2022. 3. Audit Committee Minutes dated August 31, 2022. 4. Transportation Advisory Board Minutes dated July 20, 2022 (acknowledgment only). 5. Revised Policy 305 – Benefits. 6. Resolution 69-22 Limited Waiver of Section 5.3 of the Intergovernmental Agreement with Platte River Power Authority Regarding Changes to Billing Rate. 7. Resolution 70-22 Setting the Public Hearing for a New Hotel and Restaurant Liquor License Application for Della Terra LLC dba Della Terra Mountain Chateau for September 27, 2022. 8. Resolution 71-22 Setting the Public Hearing for a New Lodging and Entertainment Liquor License Application for Della Terra LLC dba Della Terra Events for September 27, 2022. It was moved and seconded (Younglund/Webermeier) to approve the Consent Agenda, and it passed unanimously. REPORTS AND DISCUSSION ITEMS: (Outside Entities). 1. ESTES PARK HOUSING NEEDS: PAST, PRESENT, AND FUTURE. Estes Park Housing Authority Board Chairperson Blackhurst provided a presentation on Estes Park housing needs. He highlighted historical and consistent housing issues, the previous housing studies conducted in 1990, 1999, 2008, and 2016, housing needs versus housing growth, creation of the Estes Park Housing Authority, commuter workforce, the current housing market, employers housing their own employees, and the potential revenues to address workforce housing if the ballot issue to increase the lodging tax passes. LIQUOR ITEMS: 1. RESOLUTION 72-22 TRANSFER OF A RETAIL LIQUOR LICENSE FROM RAMBO’S LONGHORN LIQUOR, INC., DBA RAMBO’S LONGHORN LIQUOR TO AAA, INC., DBA LONGHORN LIQUOR, 1640 BIG THOMPSON AVENUE, ESTES PARK, CO 80517. Mayor Koenig opened the public hearing and Town Clerk Williamson presented Resolution 72-22. She reviewed the application for the transfer of a Retail Liquor License, stating all paperwork and fees have been submitted, and a temporary permit has been issued allowing continued sale of alcohol during the transfer process. The applicant was aware of the Training for Intervention Procedures requirement and would schedule the training in the near future. The applicant was available for questions. Mayor Koenig closed the public hearing and it was moved and seconded (Hazelton/MacAlpine) to approve Resolution 72-22 for the Transfer of a Retail Liquor License from Rambo’s Longhorn Liquor, Inc., dba Rambo’s Longhorn Liquor to AAA, Inc., dba Longhorn Liquor, 1640 Big Thompson Avenue, and it passed unanimously. ACTION ITEMS: 1. RESOLUTION 73-22 AMENDING THE INTERGOVERNMENTAL AGREEMENT (IGA) WITH THE COLORADO DEPARTMENT OF TRANSPORTATION FOR US 36/COMMUNITY DRIVE INTERSECTION IMPROVEMENTS. Director Muhonen presented Resolution 73-22 to amend the IGA with CDOT for the US 36 and Community Drive intersection. The amended contract accepts additional CDOT funding and approves additional local funds which would address increased DR A F T Page 10 Board of Trustees – September 13, 2022 – Page 3 construction costs, employing a contractor to relocate electrical utility infrastructure, and increased material costs. It was moved and seconded (Webermeier/Younglund) to approve Resolution 73-22, and it passed unanimously. 2. FEE WAIVER REQUEST, 1041 SOUTH SAINT VRAIN AVENUE, PROSPECTOR APARTMENTS (FORMERLY KNOWN AS WIND RIVER APARTMENTS), RURAL COZ ESTES PARK LLC, OWNER/TRIUMPH DEVELOPMENT WEST, APPLICANT. Director Garner presented the fee waiver request for Prospector Apartments. The development would provide 94 deed restricted units for workforce and attainable housing. The applicant has requested a 50% waiver of building permit and review fees totaling $55,000. Due to contracting with SAFEBuilt, the Town would subsidize the project by paying SAFEBuilt the waived amount. The Board discussed fee waiving issues when contracting with SAFEBuilt, the childcare facility which was included in the original development plan, restrictions for workforce housing, previous workforce housing fee waivers or requests, if this was the original owner, would the fee waiver, if approved, be transferred to a new owner, updating the policy regarding fee waivers and fee subsidies, and how the Town budgets for fee waiver requests. It was moved and seconded (Webermeier/Hazelton) to approve the fee waiver request with a not-to-exceed waiver authorization of $55,000.00 for the proposed project, and it passed unanimously. 3. RESOLUTION 74-22 AGREEMENT WITH RURAL COZ ESTES PARK ST VRAIN LLC FOR WATER TAP FEES FOR THE PROSPECTOR APARTMENTS. Director Hudson presented Resolution 74-22 for a water tap fee amortization agreement. The agreement would amortize the remaining water tap fees not to exceed $843,170.67 for a 10-year payment plan with annual payments at 4.0% interest beginning in October 2024. The Board discussed affects of foreclosures, ownership transfer, and utility liens. It was moved and seconded (Younglund/Cenac) to approve Resolution 74-22, and it passed unanimously. 4. ACCEPT DELIVERY OF THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2021. Director Hudson and Manager Garcia stated the report was reviewed at the August 31, 2022 Audit Committee meeting. The report expressed an unmodified opinion that the financial statements presented fairly the financial positions of the funds and activities of the Town. The report contained the audit scope, required communication in accordance with audit standards, financial highlights and new accounting pronouncements and general observations. It was moved and seconded (Hazelton/MacAlpine) to accept the audit report and audited financial statement for the year ending December 31, 2021, and it passed unanimously. 5. APPOINTMENT OF HAYNIE & COMPANY TO PERFORM THE AUDIT OF THE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDING DECEMBER 31, 2022. Director Hudson and Manager Garcia stated the audit process for 2021 was completed without an extension and recommended the appointment of Haynie & Company to perform the 2022 audit. The Board discussed the working relationship and expertise of Haynie & Company and it was moved and seconded (Younglund/Hazelton) to award the engagement for the financial statement audit for the year ending December 31, 2022 to Haynie & Company, and it passed unanimously. 6. RESOLUTION 75-22 SUPPLEMENTAL BUDGET APPROPRIATIONS #3 SUPPLEMENTAL COMPENSATION ADJUSTMENT. Town Administrator Machalek, Director’s Hudson and Williamson, and Consultant Graves presented Resolution 75-22 to approve budget appropriations including supplemental compensation adjustments. The Town and Graves Consulting determined the Town had fallen behind on compensation relative to market communities due to the 2021 one-time bonus and the aging process, using previous years for projecting market adjustments. Additionally, the cost of living has increased substantially since January 2021. The proposed adjustment would be a 5% increase to base pay with a minimum of a $2/hour for full-time and part-time employees, and a $.050/hour DR A F T Page 11 Board of Trustees – September 13, 2022 – Page 4 bonus for seasonal employees who stay till the end of their season. The Board discussed the aging process for 2023, the affect of the increase on 2023 market adjustments, when data would be collected and finalized for 2023, when market adjustments usually occur, and the 2021 one-time bonus. John Meissner/Town citizen questioned the goal of increasing compensation and whether the Town would be competing with municipalities not in-line with the Town. It was moved and seconded (Webermeier/Younglund) to approve Resolution 75- 22, and it passed unanimously. Whereupon Mayor Koenig adjourned the meeting at 9:13 p.m. Wendy Koenig, Mayor Kimberly Disney, Recording Secretary DR A F T Page 12 Town of Estes Park, Larimer County, Colorado, September 13, 2022 Minutes of a Study Session meeting of the TOWN BOARD of the Town of Estes Park, Larimer County, Colorado. Meeting held at Town Hall in said Town of Estes Park on the 13th day of September, 2022. Board: Mayor Koenig, Trustees Cenac, Hazelton, MacAlpine, Martchink, Webermeier and Younglund Attending: All Also Attending: Town Administrator Machalek, Assistant Town Administrator Damweber, Attorney Kramer, Town Clerk Williamson Absent: None Mayor Koenig called the meeting to order at 5:16 p.m. RACIAL COVENANTS ORDINANCE. Town Administrator Machalek introduced the topic and stated there are a number of restrictive covenants within subdivisions in town limits which have been noted by citizens and by staff over the years. A comprehensive list of subdivisions that include the covenants does not exist. These covenants are not enforceable; however, it was noted it does not send the appropriate message as to who we are as a community. He commented there are a number of strategies other communities have employed to address the issue, to provide property owners resources at the deed, covenant, and HOA level to address the issue, and methods the Town could use to call it out and demonstrate the Town does not find it appropriate. Attorney Kramer stated the City of Wheat Ridge took a two-prong approach to address the issue that these covenants are unconstitutional, unlawful, ineffective and irrelevant from a legal point of view in keeping certain races out of subdivisions or certain homes. There are statutory methods to address the issue which are cumbersome and difficult. Wheat Ridge’s approach was to provide guidance to individuals; passed a resolution condemning the covenants and stating they are unconstitutional, offensive and ineffective; directed staff to review all city owned property with such covenants or deed restrictions and remove them; and draft an ordinance to apply a plat note on plats with these restrictions to call out they have no relevance. He suggested the Board consider adopting an ordinance addressing the covenants as unconstitutional, and developing procedures for property owners to declare the covenant ineffectual. Board discussion has been summarized: would the Town prepare a comprehensive list of all properties with these covenants and make it available to the public; HOAs may have the knowledge of such covenants and allow them to remove the covenants for all properties within the subdivision; questioned how large of an issue exists within town limits; and suggested an article on the topic to educate the citizens. Board consensus was to keep a list of properties as the staff becomes aware of them, review Town owned properties and remove the covenants that exist, develop an ordinance to denounce and take a stand against the covenants, and educate citizen on how to address the issue for their individual properties. PROPOSED FRAMEWORK FOR EXPENDITURE OF POTENTIAL LODGING TAX REVENUES. Assistant Town Administrator Damweber presented the Town Board with an overview of the proposal for the expenditure of lodging tax revenues if the referred Estes Park Local Marketing District Ballot Issue 6E passes during the November 8, 2022 Coordinated Election. He reviewed a set of assumptions and caveats, including the proposed 3.5% tax would generate $5 million per year beginning in 2023; proposed strategies would require additional development, policy decisions, agreements with DR A F T Page 13 Town Board Study Session – September 13, 2022– Page 2 partnering agencies; the completion of the Housing Needs Assessment may change current assumptions and Town Strategic Plan; proposed strategies would require significant assistance and/or additional staff; the need to be nimble with funds to react quickly to opportunities; and the need for Larimer County Commissioners to be in agreement with the proposed structure. Workforce housing funds may include strategies such as property acquisitions, new construction, incentives to construction of accessory dwelling units, deed restriction incentives, assistance for home purchases (down payment assistance), rental assistance (subside rents), subsidies for conversion of short-term rentals to long-term rentals, employer assistance program, and development code amendments to allow/encourage density. Childcare funds may be used to purchase facilities or provide rental assistance, address workforce challenges through subsidies for wages, benefits, training, housing, and transportation, and tuition assistance/scholarships. He stated difficulty in assessing how much funding would be needed to address both workforce housing and childcare; however, the assumption has been that workforce housing would require approximately 90% of the funding in the initial year. If the lodging tax passes it would be collected by the Estes Park Local Marketing District and funds collected would be transferred to the Town to create and implement programs and strategies. The Town would formalize and maintain partnerships and prepare a proposed annual plan for the expenditures of funds. Larimer County Commissioners would need to review and approve the proposed plan on an annual basis. Board discussion followed and has been summarized: questioned if tax funds could be used to pay for the additional staff needed to manage new programs; support was heard from board members on the strategies identified by staff; questioned the implementation timeframe and the need to collect funds in 2023 before spending funds; concern with the need for the County to approve the annual plan; questioned if the lodging tax funds would be added to the existing funds set aside by the Town to address both issues; questioned if the spending restrictions outlined in Town policy apply; questioned if the Town would have the authority to spend the funds without County approval; questioned if the other funds established by the Town to address workforce housing and childcare would be funded in the future; and support was provided for multiple funding sources to provided versatility and additional funds to address the issues. Town Administrator Machalek commented the County Commissioners would approve the annual plan and in doing so provide the Town authority to expend funds outlined in the plan. Staff has proposed language to be included in an intergovernmental agreement to allow the tax funds to be collected during a curing period if there are issues with the Local Marketing District’s operating plan. He stated the Town could loan funds as startup costs from the General Fund to begin addressing workforce housing and childcare as tax funds are collected in 2023. The loan would be repaid throughout the year as funds are transferred to the Town by the Local Marketing District. He stated the funds collected and remitted to the Town would be held in a special revenue fund. After further discussion, the Board stated general support of the current framework developed by Town staff. TRUSTEE & ADMINISTRATOR COMMENTS & QUESTIONS. None. FUTURE STUDY SESSION AGENDA ITEMS. The air quality and wood smoke discussion scheduled for October 11, 2022 and fractal ownership discussion to be added to the approved but not scheduled list. There being no further business, Mayor Koenig adjourned the meeting at 6:40 p.m. Jackie Williamson, Town Clerk DR A F T Page 14 Town of Estes Park, Larimer County, Colorado September 19, 2022 Minutes of a Joint Study Session meeting of the ESTES PARK TOWN BOARD AND LARIMER COUNTY COMMISSION, of the Town of Estes Park, Larimer County, Colorado. Meeting held Virtually in said Town of Estes Park on the 19th day of September 2022. Town Board: Mayor Koenig, Mayor Pro Tem Webermeier, Trustees Cenac, Hazelton, MacAlpine, Martchink and Younglund County Commission: Chair Kefalas, Commissioners Shadduck-McNally and Stephens Also Attending: Town Administrator Machalek, Assistant Town Administrator Damweber, Town Attorney Kramer, County Manager Volker, VEP CEO Franker, Deputy Town Clerk Beers and Visit Estes Park Board Absent: None 2023 VISIT ESTES PARK OPERATING PLAN REVIEW. CEO Franker reviewed the 2021 tourism impact study results which reflected 3,100 jobs from direct travel- generated employment, $100.6 million direct travel-generated earnings, $35 million in tax receipts generated by travel spending, travel spending reflecting $3,270 per household in local tax receipts for travel spending, and overnight visitor volume totaling nearly 1.8 million person-trips. She reviewed the VEP campaign efforts for the ballot issue tax increase set for the November 8, 2022 Coordinated Election. She discussed 2022 VEP efforts including: video promotions, social media and marketing campaigns; equity, diversity and inclusion initiatives; public relations and earned media opportunities; e-mail newsletter campaign; a grant funded information kiosk to be installed at the Visitor Center, and lodging tax revenue data which reflected a 38.9% increase compared to pre-pandemic 2019 levels and a 0.4% decrease compared to 2021. CEO Franker reviewed the 2023 Visit Estes Park Operating Plan: Visit Estes Park’s overview and purpose; mission and vision; brand attributes comprised of year- round efforts which are community oriented, focused on sustainability, educational, inclusive, accessible and data driven; strategic planning framework, and visitor targeting; and partnerships to identify insights on visitor marketing. She reviewed key organizational goals for community relations and services, marketing and communication, and finance and administration. The projected 2023 budget revenues and expenses were reviewed and are estimated at $3,450,600. Board comments have been summarized: The function and benefits of Destination Travel Network advertising services; whether the composition of the equity, diversity, and inclusion task force had been determined; efforts and timeline for initiating the task force; clarification on how businesses are identified as “green”; concerns were stated regarding lowering the target household income and whether the household income demographic may be excluding individuals who have a lower household income; clarification was requested regarding sustainability efforts; the Senior Manager of Community Relations position; promotion, goals and timeline for the digital kiosk at the Visitor Center and whether VEP has demographics on the use of Spanish translated material to determine need and future expansion. It was determined the Town Board would hear the 2023 VEP Operating Plan at the October 11, 2022 meeting and the County Commissioners would consider the plan at a future meeting. There being no further business, Mayor Koenig adjourned the meeting at 4:10 p.m. Bunny Victoria Beers, Deputy Town Clerk Page 15       Page 16 Town of Estes Park, Larimer County, Colorado, July 28, 2022 Minutes of a JOINT Comprehensive Plan Advisory Committee meeting of the Town of Estes Park. Meeting held Virtually in said Town of Estes Park on July 28, 2022. Committee: Chair Matthew Heiser, Vice-Chair Bob Leavitt, Members David Bangs, Charles Cooper, Eric Blackhurst, John Schnipkoweit, Frank Theis, Karen Thompson, Rose Truman, David Wolf, David Shirk, Matt Comstock Also Attending: Community Development Director Jessica Garner, Trustee Barbara McAlpine, Larimer County Community Development Director Lesli Ellis, Commissioner Shadduck-McNally, Recording Secretary Karin Swanlund Absent: Members Comstock, Bangs, Thompson, Shirk, Wolf Chair Heiser started the meeting at 9:00 a.m. Members Schnipkowiet and Truman joined the meeting late. The meeting was officially called to order at 9:40 a.m. Director Garner informed the group that David Bangs had submitted his resignation from the CompPAC. Due to the timeline of the process, he will not be replaced. Volunteers are needed for the Community Meeting on August 3 for note-takers and facilitators. PUBLIC COMMENT. None DISCUSSION: (for full comments, view the meeting recording at engageestes.org) Continued discussion focusing on Future Land Use and Built Environment. Public comments have been received and will be thoroughly reviewed by both Directors and Logan Simpson. Director Ellis noted that the Estes Valley PAC met and discussed the future land use in the county. Chair Heiser asked for notes/and or minutes from these meetings for the CompPAC to review. Annexation discussion will take place after the CompPlan is adopted, but a careful review is necessary now for future regulatory processes. Director Garner explained that the Highway 7 corridor, and other corridors, might need a specific “corridor plan”. A recommendation in the Comp Plan is the correct way to go about this. Director Ellis stated that Larimer County does not have an interest in Industrial zones. Chair Heiser asked if there is a regulation on percentages for zoning due to the need for industrial areas. Member Theis suggested that the Village Neighborhoods need a closer look, as many don’t make sense on the future land use map. It was stressed that Future Land Use Map does NOT affect zoning; it is updating the guiding principles. Theis suggested putting wording on the map to address this. Comments can be sent to Directors Garner and Ellis through the end of July. Page 17 CompPAC – July 28 – Page 2 Questions asked at the July 14 meeting: 1. Do any of the Land Use Categories need to be reworked or redefined? 2. How do you feel about the Draft Future Land Use Map? 3. Are there any major concerns with the direction of the Built Environment goals and policies? APPROVAL OF MINUTES from July 14, 2022 The minutes were approved by a thumbs-up vote. OTHER: The next CompPac meeting is scheduled for August 11. The consultants will have a new draft in mid-August that will be disseminated to the public. There being no further business, Chair Heiser adjourned the meeting at 10:25 a.m. Karin Swanlund, Recording Secretary Page 18 Town of Estes Park, Larimer County, Colorado, July 12, 2022 Minutes of a Regular meeting of the ESTES PARK BOARD OF ADJUSTMENT of the Town of Estes Park, Larimer County, Colorado. Meeting held virtually in said Town of Estes Park on this 12 day of July 2022. Committee: Chair Wayne Newsom, Vice-Chair Jeff Moreau, Board Member Joe Holtzman Attending: Chair Newsom, Vice-Chair Moreau, Board Member Holtzman, Community Development Director Jessica Garner, Recording Secretary Karin Swanlund, Town Board Liasion Barbara MacAlpine Absent: none Chair Newsom called the meeting to order at 9:00 a.m. PUBLIC COMMENT. None APPROVAL OF AGENDA It was moved and seconded (Moreau/Holtzman) to approve the agenda. The motion passed 3-0. APPROVAL OF CONSENT AGENDA It was moved and seconded (Holtzman/Moreau) to approve the Consent Agenda. The motion passed 2-0. Chair Newsom abstained. ELECTION OF OFFICERS Vice-Chair Moreau agreed to be Chair, and Chair Newsom agreed to be Vice-Chair. Member Holtzman agreed. VARIANCE REQUEST 458 Chiquita Lane Director Garner The applicant requests approval of a variance to allow a reduced front and rear setback of 20 feet from the requirement of 25 feet for a new two-car detached garage and a variance to allow a reduced front and rear setback of 17 feet from the requirement of 25 feet for two existing accessory structures beyond the current allowance in the E-1 Zone District. Staff recommended the Board of Adjustment approve the variance request, subject to the findings described in the staff report. DISCUSSION: none PUBLIC COMMENT: none It was moved and seconded (Moreau/Holtzman) to approve the requested variances, one to allow 20-foot front and rear setbacks for a new, detached garage and another for 17-foot front and rear setbacks for two existing accessory structures for a property at 458 Chiquita Lane, in the Town of Estes Park. The motion passed 3-0. REPORTS The Comprehensive Plan is on track and on schedule. There being no further business, Chair Newsom adjourned the meeting at 9:15 a.m. Wayne Newsom, Chair Karin Swanlund, Recording Secretary Page 19       Page 20 Town of Estes Park, Larimer County, Colorado, June 21, 2022 Minutes of a Regular meeting of the ESTES PARK PLANNING COMMISSION of the Town of Estes Park, Larimer County, Colorado. Meeting held in said Town of Estes Park on the 21 day of June 2022. Committee: Chair Matt Comstock, Vice-Chair Matthew Heiser, Commissioners Joe Elkins, Howard Hanson, Janene Centurione. Attending: Chair Comstock, Vice-Chair Heiser, Commissioner Hanson, Director Jessica Garner, Recording Secretary Karin Swanlund, Town Attorney Dan Kramer, Town Board Liaison Barbara MacAlpine Absent: Centurione, Elkins ChairComstock called the meeting to order at 1:30 p.m. AGENDA APPROVAL It was moved and seconded (Heiser/Hanson) to approve the agenda. The motion passed 3-0. PUBLIC COMMENT none CONSENT AGENDA APPROVAL Commissioner Hanson asked that the Large Vacation Home approval be moved to action item one. It was moved and seconded (Hanson/Heiser) to approve the amended consent agenda. The motion passed 2-0, with Comstock abstaining. ACTION ITEMS 1. Large Vacation Home 851 Peak View Drive Director Garner Owner Drew Siroky, 851 Peak View Drive, explained that when he bought the five- bedroom home, it was approved for 12 occupants, but an occupancy of 10 was on the issued license. It was unknown why this was the case, but he wanted to comply with the regulations. It was moved and seconded (Hanson/Heiser) to approve the Large Vacation home and the motion passed 3-0. 2. Code Amendment Remove RE-1 Zoning Director Garner Staff is seeking approval to amend both the Development and Municipal Codes to eliminate the RE-1 Zoning District. Presently, only three parcels inside the Town are zoned RE-1, none of which are zoned for single-family use. The Purpose of eliminating RE-1 zoning is twofold: A) Remove a Zoning District that serves no useful purpose inside the Town of Estes Park. It is a residential Zoning District that requires a 10-acre minimum lot size. B) In an environment in which attainable and workforce housing is a critical need, it is hard to see how a 10-acre lot, single-family-only Zoning District has a role to play in the Town of Estes Park It was moved and seconded (Heiser/Hanson) to recommend approval of the code amendment in accordance with the findings as presented. The motion passed 3-0. Page 21 Planning Commission – June 21, 2022 – Page 2 3. Rezone 800 Castle Mountain Road from RE-1 to R2 Director Garner Staff requests to change the zoning of the Town-owned parcel from RE-1 to R-2 to remove the defunct Zoning designation and reflect the surrounding zoning of the adjacent properties. An additional rationale for the rezone request pertains to the parcel's acreage, which currently does not meet the development standards for RE-1. RE-1-zoned sites require a maximum of one unit per ten acres, and the site acreage is 4.07 acres, which falls below the minimum threshold for development. The Town has no intention to redevelop the parcel and anticipates the site being used indefinitely for water storage. It was moved and seconded (Hanson/Heiser ) to recommend approval of the Rezoning request in accordance with the findings as presented. The motion passed 3-0. DISCUSSION ITEMS Director Garner gave an update on the Comprehensive Plan. A draft of the four chapters has been produced, is available on engageestes.org and will be reviewed by the CompPac and Estes Valley Planning Advisory Committee on Thursday, June 23, 2022, at 9:00 a.m. A fully vetted draft plan is scheduled for an August review. July 12 will be a joint study session with the Town Board and the Planning Commission, with an update report given by Logan Simpson. The first week of August will be another community event, facilitated by Restorative Justice, focused on items that create controversy, mainly the built environment and land use. An overhaul of the Development Code will happen after the Comp Plan is completed. There is DOLA funding for this. Planning Technician LauraJane Baur has taken over the CPAW project and will have an update at the next meeting. There being no further business, Chair Comstock adjourned the meeting at 2:30 p.m. _______________________________ Chair Comstock Karin Swanlund, Recording Secretary Page 22 Town of Estes Park, Larimer County, Colorado, August 4, 2022 Minutes of a meeting of the FAMILY ADVISORY BOARD of the Town of Estes Park, Larimer County, Colorado. Meeting held in Rooms 202/203 of the Estes Park Town Hall in said Town of Estes Park on the 4th day of August, 2022. Committee: Chair Patti Brown, Vice Chair Nancy Almond, Members Debra Avezzano, Deanna Ferrell, Aleta Kazadi, Laurie Dale Marshall, Rut Miller, Jessica Moffett, Nicole White, and Sue Yowell Also Attending: Town Board Liaison Younglund, Assistant Town Administrator Damweber and Deputy Town Clerk Beers Absent: Member Debra Avezzano Chair Brown called the meeting to order at 3:34 p.m. PUBLIC COMMENT. None. LIAISON REPORT. The Town Board of Trustees, Larimer County Commissioners and Visit Estes Park (VEP) held a special meeting to discuss House Bill 22-1117. Consensus was to move forward with developing ballot language and submitting the item to the electors during the November 2022 Coordinated Election. VEP Board recommended increasing the Local Marketing District tax by 3.5% to address workforce housing and childcare needs in the valley. Trustee Younglund stated there would be more information provided to the public and local organizations to help educate the public on the proposed ballot issue. A brief discussion was held regarding land banking and opportunities to address workforce housing issues and limitations for staff advocating for items which have been placed on the ballot. MEETING MINUTES DATED JULY 7, 2022. It was moved and seconded (Yowell/Moffett) to approve the meeting minutes dated July 7, 2022, and it passed unanimously. CHAIR REPORT. a. The Association for Retired Cities (ARC) of Larimer County Contact: Chair Brown stated the ARC of Larimer County would hold an event to help promote services to the public. More information would be provided to FAB when available. b. House Bill 22-1117 Follow Up: Discussed during the Liaison report. c. Emergency/Crisis Plans for Families: An event was held at the Estes Park School District for emergency services. Members of FAB provided input on participation in the event, commended emergency services providers and first responders. d. EP Health Termination of Services Impacts to Families: Chair Brown and Member Ferrel would reach out to EP Health to discuss supplemental options to address needs in the community. A question was raised regarding the role of FAB in making recommendations to the Hospital District and whether it needed to go through the Town Board. Additional discussion ensued regarding lack of choices and flexibility issues at EP Health. e. Fall “Family Listening Sessions”: Chair Brown recommended holding “Family Listening Sessions” in the Fall of 2022 to hear directly from the public on issues facing the community. Outreach and locations were discussed, and it was determined Chair Brown and Member Yowell would form a sub-committee to further research opportunities. f. Schedule Subcommittee Reports: To be determined in Fall 2022. Discussion ensued regarding SummitStone and the position previously held by Ryan Hale. Vice Chair Almond stated Larimer County Behavioral Health has grants which may Page 23 Family Advisory Board – August 4, 2022 – Page 2 be allocated toward mental health services in Estes Park. Questions were heard related to who is eligible to apply for grants on behalf of the Town due to a vacancy in the grant specialist position. Additional conversations ensued regarding whether the FAB should make a recommendation to the Town to continue the partnership with SummitStone to replace the vacancy or pursue additional grant opportunities to maintain and expand mental health services in Estes Park. Concerns were voiced regarding limited Town staffing and needs in the community not being met. Chair Brown recommended tabling the conversation to obtain additional information related to the vacancy and opportunities for mental health services for the community. It was moved and seconded Almond/Yowell) to recommend the Town of Estes Park Police Department continue the partnership with SummitStone for funding the Mental Health Specialist position; and encourage the Estes Park Police Department to apply for Larimer County Behavioral Health grant funds for an additional specialist position, and it passed unanimously COMMUNITY RESOURCE GUIDE. Members Miller and White met to review the current Community Resource Guide and other guides available in the community. Member White stated the Estes Park School District and Larimer County both have resource guides and discussed the content and value. Discussion ensued related to the benefits of a single resource guide for the community, coordinating with the School District to expand and update their guide, and updating the Town’s website. It was moved and seconded (White/Almond) to investigate partnering opportunities with the School District on their guide, to advise the Town to update the link on the Town’s website and advise the Public Information Officer to investigate potential partnership with the Estes Park School District to coordinate the use of a single consolidated Community Resource Guide, and it passed unanimously. Members Dale Marshall and Miller left the meeting at 4:25 p.m. FOOD INSECURITY AND HOMELESS ISSUES. This item would be moved to a future meeting. SUBCOMMITTEE REPORTS. a. Childcare Status in the Estes Valley: Vice Chair Almond reviewed preschool opportunities in the Estes Valley including availability. It was noted unlicensed private providers were not included in the list. She reviewed needs in the community related to childcare shortages in Larimer County, accessibility, availability, and funding. b. EVICS August Kick Ball Fundraiser: Chair Brown provided details to the FAB and encouraged participation as a group for the August 27, 2022 event. KEY TAKAWAYS & FOLLOW UP. Member White attended the Estes Valley Restorative Justice Living Room Conversation: The Ways We Identify: a Conversation about Gender”. She stated individuals on vacation in Estes Park attended the conversation as well as individuals who had family members they wanted to support. The conversation surrounded religion, the difference between biological sex, gender identity/expression, and historical gender dynamics. Chair Brown recommended “Family Listening Sessions” should incorporate approaches on gender. Vice Chair Almond requested common mental health issues identified at the July 7, 2022 meeting be discussed at a future meeting. There being no further business Chair Brown adjourned the meeting at 5:00 p.m. s/Bunny Victoria Beers, Deputy Town Clerk Page 24 UTILITIES Memo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Director Bergsten Date: September 27, 2022 RE: Resolution 76-22 Contracts for Water System Infrastructure Upgrades with Multiple Consultants. (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER______________ QUASI-JUDICIAL YES NO Objective: To support our mission to provide high-quality, reliable services while being good stewards of public resources and our natural setting by obtaining approval for the award of renewable Professional Services Contracts for on-call water services for the following firms: JVA, Inc.; Advanced Engineering and Environmental Services, LLC (AE2S); CONSOR North America, Inc. dba MurraySmith; Huffman Engineering, Inc.; Plummer Associates, Inc.; Kumar & Associates, Inc.; King Surveyors, SurvWest, LLC.; and Topographic Company. Present Situation: Effective management of our water system is required to deliver high-quality, reliable services while being good stewards of the monies paid by our customers. This requires technical support for various as-needed water improvements including evaluation, emergency response, staff augmentation, specialty reviews, and planning for our water future. For our water system’s aging infrastructure to remain compliant with regulatory standards, the Town’s Water Division staff must remain focused on operations and maintenance (O&M) of the existing system. Our current O&M demands plus the 2023 planned construction of water system improvements in the Prospect Mountain and Reclamation neighborhoods result in overallocation of our existing staff. These on-call contracts establish a pathway to obtain specialized resources for intermittent and quick- turn around projects or projects that require unique expertise. The professional services contractors can be called on an as-needed basis to support our existing Water Division team so they can remain focused on treating and delivering high-quality water to our customers. Page 25 The intermittent on-call services provided through the professional services contracts are segregated into nine generalized categories as generally described below. The description is not al-inclusive of activities that may be required by on-call professional services. • Raw Water System (Selected firms: JVA, Inc., see note) Typical Services: Support for redundant and reliable raw water supply, raw water intake analysis, raw water quality analysis, water conveyance planning Note: HDR Engineering, Inc. has also been selected and contract negotiations are being finalized. This will be brought to the Board at a subsequent session. • Water Distribution System (Selected firms: AE2S, JVA, Inc., and CONSOR North America, Inc. dba MurraySmith) Typical Services: planning and design for replacement of aged distribution piping, fire flow improvements, looping improvements to reduce water age and improve quality • Instrumentation & Controls (Selected firms: Huffman Engineering, Inc. and Plummer Associates, Inc.) Typical Services: trouble-shooting and emergency response for water treatment control and instrumentation communications • Geotechnical Services (Selected firms: Kumar & Associates, see note) Typical Services: geotechnical analysis, construction support for soil and excavation issues, dewatering Note: Lithos Engineering has also been selected and contract negotiations are being finalized. This will be brought to the Board at a subsequent session. • Surveying Services (Selected firms: King Surveyors, SurvWest, Inc, and Topographic Company) Typical Services: asset location, ground survey, utility conflict, easement description and acquisition support, license agreements with other utilities • Water Treatment Process (Selected firms: AE2S, see note) Typical Services: water treatment process trouble-shooting, alternatives investigation and development, asset improvements Note: HDR Engineering, Inc. has also been selected and contract negotiations are being finalized. This will be brought to the Board at a subsequent session. • Construction Management/Inspection/Resident Project Representative Services (Selected firm: JVA, Inc.) Typical Services: augment staff in observation of utility construction and construction management Page 26 • Water System Master Planning (Selected firms: AE2S, see note) Typical Services: water distribution system modeling analysis, trouble-shooting, development impacts analysis, water demand update, funding support Note: RESPEC/JDS-Hydro has also been selected and contract negotiations are being finalized. This will be brought to the Board at a subsequent session. • Environmental and Water Resources Planning (Selected firms: see note) Typical Services: water accounting and water rights support, permitting support, environmental impact analysis Note: CDM Smith Inc. and HDR Engineering, Inc. were selected and contract negotiations are being finalized. This will be brought to the Board at a subsequent session Proposal: Staff proposes using on-call contracting as needed for staff augmentation and critical support to improve our response time to water treatment and piping issues, provide expertise to support current staff skills, and allow our staff to remain focused on treating and delivering high quality potable water. Selection of the professional services contractor followed an open solicitation process including select follow-up interviews. These contracts are for an initial three-year period then renewable (upon mutual agreement) for two additional one-year periods. Work will be assigned through a task order process wherein each task order will have a defined scope-of services, fee and schedule. Multiple contractors were selected for most categories to provide a pool for selection of technical support and with consideration of potential contractor schedule conflicts. Advantages: • Provides pool of technical resources to augment our current staff’s skills and workloads and supplements our staff with uniquely skilled professionals. • Ready access and quick support on an as-needed basis for specialized consulting services and a wide scope of technical skills needed at irregular intervals. • Provides a financially viable way to have subject matter experts work for the town on an as needed basis without a long-term obligation associated with a full-time expert staff member. Disadvantages: • Potentially higher costs; however, with more than one firm selected for most categories, we can provide the best-fit level of effort and cost for each task order and engage the specialized skills of the consultants that are not available with our current staff. Page 27 •Consultants are outside the direct control of the Town’s organization; however, they provide expertise and third-party objectivity focused on the project or task at hand without distractions from operations and maintenance demands. Action Recommended: Staff recommends approval of the multi-year Professional Services Contract withAE2S; Huffman Engineering, Inc.; JVA, Inc.; King Surveyors; Kumar & Associates, Inc.; Lithos Engineering; MurraySmith; Plummer Associates, Inc.; SurvWest, LLC.; and Topographic Company. Approval will be requested for CDM Smith Inc.; HDR Engineering, Inc.; and JDS Hydro upon completion of negotiation of the contract terms. Finance/Resource Impact: 2022 funds have been budgeted and 2023 budget proposed for this work. Funding for future years will be allocated at time of budgeting. Level of Public Interest Low Sample Motion: This item is on the consent agenda. If removed from consent, a sample motion would be: I move for the approval for the resolution. Attachments: 1.Resolution 76-22 2.Advanced Engineering and Environmental Services, LLC (AE2S) contract 3.Huffman Engineering, Inc. contract 4.JVA, Inc. contract 5.King Surveyors contract 6.Kumar & Associates, Inc. contract 7.MurraySmith contract 8.Plummer Associates, Inc. contract 9.SurvWest, LLC contract 10. Topographic Company contract Page 28 RESOLUTION 76-22 APPROVING ON-CALL PROFESSIONAL SERVICES CONTRACTS FOR WATER SYSTEM INFRASTRUCTURE UPGRADES WHEREAS, the Utilities Department issued a request for proposals for on-call professional engineering services in June 2022 to fulfill water system project needs including but not limited to water system master planning, environmental and water resources planning, distribution system analysis and model calibration, geotechnical services, surveying, instrumentation and controls, water treatment processes, raw water system, and construction management and inspection; and WHEREAS, thirteen (13) firms were selected to comprise a pool of professional engineering, geotechnical and surveying resources to assist on completion of the Capital Improvement Projects as approved in the 2022 Water Activity Enterprise budget and as planned for 2023 and beyond; and WHEREAS, this work is budgeted and planned, but the scope of the individual task orders is variable, meaning that in aggregate the costs may ultimately exceed staff spending authority under current policy; and WHEREAS, on-call contracts have been negotiated with nine out of thirteen (13) of these firms to date; and WHEREAS, the Town Board of Trustees wishes to enter contracts with these firms to facilitate the water system infrastructure updates. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the on-call professional services contracts with Advanced Engineering and Environmental Services, LLC; Huffman Engineering, Inc.; JVA Incorporated; King Surveyors; Kumar & Associates, Inc.; CONSOR North America, Inc. dba MurraySmith; Plummer Associates, Inc.; SurvWest, LLC; and Topographic Company; in substantially the form now before the Board. If, in any fiscal year, the amount to be spent under any such contract will exceed staff spending authority under Town policies, Town Board approval shall be required for the exceeding expenditures under that contract. The approval will authorize further expenditures, not to exceed an amount specified by the Town Board for that contract during that year. DATED this day of , 2022. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 1 Page 29 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Water Distribution System, Water Treatment Processes, and Water System Master Planning The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Advanced Engineering and Environmental Services, LLC (Consultant), a North Dakota limited liability company, whose address is 9635 Maroon Circle, Suite 210, Englewood, CO 80112, make this Contract this __________ day of ____________________, 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; Attachment 2 Page 30 Town of Estes Park Professional Services Contract --Page 2 of 12 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A; and 2.8 Insurance Certificates. 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for the Water Distribution System, Water Treatment Processes, and/or Water System Master Planning, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. Page 31 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s fee schedule attached to Consultant’s Rate Sheet. Page 32 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 Page 33 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: David Vidikan, P.E. Program Manager 9635 Maroon Circle, Suite 210 Englewood, CO 80112 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 liability arising from or based on the violations of any such law, ordinance, regulation, order, Page 34 Town of Estes Park Professional Services Contract --Page 6 of 12 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 Page 35 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: Jacqueline A. Wesley, P.E. 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. Page 36 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; Page 37 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. Page 38 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. Page 39 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 ____________________, 2022, 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 Page 40 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 41 CONFIDENTIAL** Attachment A Estes Park General Engineering Services Price Proposal Form - Standard Rate Sheet Firm Name: Position Title* Rate Project Start Through 12/ 31/ 22 Rate 01/01/ 23 through 12/ 31/ 23 Increase 01/ 01/24 Through 12/ 31/24 Administrative 1 $61.00 $64.00 4.00% Administrative 2 $74.00 $78.00 4.00% Administrative 3 $89.00 $94.00 4.00% Communications Specialist 1 $98.00 $103.00 4.00% Communications Specialist 2 $113.00 $119.00 4.00% Communications Specialist 3 $131.00 $138.00 4.00% Communications Specialist 4 $158.00 $167.00 4.00% Communications Specialist 5 $173.00 $183.00 4.00% Construction Services 1 $118.00 $125.00 4.00% Construction Services 2 $145.00 $153.00 4.00% Construction Services 3 $160.00 $169.00 4.00% Construction Services 4 $180.00 $190.00 4.00% Construction Services 5 $198.00 $209.00 4.00% Engineering Assistant 1 $77.00 $81.00 4.00% Engineering Assistant 2 $92.00 $97.00 4.00% Engineering Assistant 3 $116.00 $122.00 4.00% Engineer 1 $125.00 $132.00 4.00% Engineer 2 $148.00 $156.00 4.00% Engineer 3 $177.00 $187.00 4.00% Engineer 4 $203.00 $214.00 4.00% Engineer 5 $215.00 $227.00 4.00% Engineering Technician 1 $75.00 $79.00 4.00% Engineering Technician 2 $96.00 $101.00 4.00% Engineering Technician 3 $117.00 $123.00 4.00% Engineering Technician 4 $131.00 $138.00 4.00% Engineering Technician 5 $149.00 $157.00 4.00% Financial Analyst 1 $104.00 $110.00 4.00% Financial Analyst 2 $118.00 $125.00 4.00% Financial Analyst 3 $142.00 $150.00 4.00% Financial Analyst 4 $155.00 $164.00 4.00% Financial Analyst 5 $172.00 $181.00 4.00% GIS Specialist 1 $98.00 $103.00 4.00% GIS Specialist 2 $118.00 $125.00 4.00% GIS Specialist 3 $139.00 $147.00 4.00% GIS Specialist 4 $155.00 $164.00 4.00% GIS Specialist 5 $173.00 $183.00 4.00% I&C Assistant $98.00 $103.00 4.00% I&C 1 $138.00 $146.00 4.00% I&C 2 $160.00 $169.00 4.00% I&C 3 $183.00 $193.00 4.00% I&C 4 $194.00 $205.00 4.00% I&C 5 $203.00 $214.00 4.00% IT 1 $117.00 $123.00 4.00% IT 2 $159.00 $168.00 4.00% IT 3 $190.00 $200.00 4.00% Advanced Engineering and Environmental Services, LLC Page A-1 Exhibit A: Consultant's Rate Sheet Page 42 CONFIDENTIAL** Attachment A Estes Park General Engineering Services Price Proposal Form - Standard Rate Sheet Firm Name: Position Title* Rate Project Start Through 12/ 31/ 22 Rate 01/01/ 23 through 12/ 31/ 23 Increase 01/ 01/24 Through 12/ 31/24 Advanced Engineering and Environmental Services, LLC Land Surveyor Assistant $90.00 $95.00 4.00% Land Surveyor 1 $108.00 $114.00 4.00% Land Surveyor 2 $129.00 $136.00 4.00% Land Surveyor 3 $145.00 $153.00 4.00% Land Surveyor 4 $160.00 $169.00 4.00% Land Surveyor 5 $177.00 $187.00 4.00% Operations Specialist 1 $93.00 $98.00 4.00% Operations Specialist 2 $113.00 $119.00 4.00% Operations Specialist 3 $140.00 $148.00 4.00% Operations Specialist 4 $158.00 $167.00 4.00% Operations Specialist 5 $184.00 $194.00 4.00% Project Coordinator 1 $109.00 $115.00 4.00% Project Coordinator 2 $121.00 $128.00 4.00% Project Coordinator 3 $132.00 $139.00 4.00% Project Coordinator 4 $148.00 $156.00 4.00% Project Coordinator 5 $167.00 $176.00 4.00% Project Manager 1 $188.00 $198.00 4.00% Project Manager 2 $206.00 $217.00 4.00% Project Manager 3 $223.00 $235.00 4.00% Sr. Designer 1 $165.00 $174.00 4.00% Sr. Designer 2 $183.00 $193.00 4.00% Sr. Designer 3 $194.00 $205.00 4.00% Sr. Financial Analyst 1 $194.00 $205.00 4.00% Sr. Financial Analyst 2 $212.00 $224.00 4.00% Sr. Financial Analyst 3 $231.00 $244.00 4.00% Sr. Project Manager 1 $235.00 $248.00 4.00% Sr. Project Manager 2 $254.00 $268.00 4.00% Sr. Project Manager 3 $265.00 $280.00 4.00% Terms: Subconsultants Mark-up: 5% Mileage Rate: $0.585 or current IRS allowable mileage rate Other Direct Costs: At Cost Travel Reimbursement: Signature: ____________________________________ Title: Operations Manager Meals, tips, and incidentals at federal government (M+IE) per diem rate. Reasonable lodging expenses reimbursed with itemized bill. All position titles to be used on Task Order assignments are shown. All costs for telephone charges, postage and delivery, technology costs, accounting and marketing are included in the hourly rates above. Page A-2 Page 43 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Instrumentation and Controls The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Huffman Engineering, Inc. (Consultant), a Nebraska corporation, whose address is 112 Inverness Circle East, Suite E, Englewood, CO 80112, make this Contract this ___ day of , 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A: and 2.8 Insurance Certificates. Attachment 3 Page 44 Town of Estes Park Professional Services Contract --Page 2 of 12 3 SCOPE OF SERVICES: Consultant shall provide professional services related to Task Orders for Instrumentation and Controls, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. Page 45 Town of Estes Park Professional Services Contract --Page 3 of 12 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. 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. Page 46 Town of Estes Park Professional Services Contract --Page 4 of 12 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 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 Page 47 Town of Estes Park Professional Services Contract --Page 5 of 12 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Don Glatt, PMP Utilities Manager 112 Inverness Circle East, Suite E Englewood, CO 80112 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 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. Page 48 Town of Estes Park Professional Services Contract --Page 6 of 12 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 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. Page 49 Town of Estes Park Professional Services Contract --Page 7 of 12 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: Jacqueline A. Wesley, P.E. 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. 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. Page 50 Town of Estes Park Professional Services Contract --Page 8 of 12 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; subject the terms of this Agreement, Town and Consultant may each contract with other parties. Page 51 Town of Estes Park Professional Services Contract --Page 9 of 12 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. 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 Page 52 Town of Estes Park Professional Services Contract --Page 10 of 12 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. Page 53 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 ____________________, 2022, 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 Page 54 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 55 112 Inverness Circle East, Suite E, Englewood, Colorado 80112, Telephone: 303 -376-6280 5301 North 57th Street, Lincoln, Nebraska 68507, Telephone: 402-464-6823, Fax: 402-464-6892 Attachment A: Price Proposal Form June 16, 2022 Town of Estes Park Attn: Jacqui Wesley 170 MacGregor Ave PO Box 1200 Estes Park, CO 80517 Subject: Rates and Terms for On-Call Instrumentation and Control Services for Huffman Engineering, Inc. RFP-UT-22-01 – Town of Estes Park Water Division General Engineering (“On-Call”) Services Ms. Wesley, Thank you for your inquiry concerning Huffman Engineering, Inc. Services supplied by Huffman Engineering, Inc. on a Time and Materials basis will be invoiced per the following. • Rates for services provided by Huffman Engineering, Inc., are: Position Title Rate Project Start Through 12/31/22 Rate 01/01/23 Through 12/31/23 % Increase 01/01/24 Through 12/31/24 Principal/Manager $195 / Hour $200 / Hour 5% Project Manager/Sr. Engineer $170 / Hour $175 / Hour 5% Engineer $150 / Hour $155 / Hour 5% Automation Specialist/Designer $145 / Hour $150 / Hour 5% Automation Technician $95 / Hour $100 / Hour 5% Drafting $85 / Hour $90 / Hour 5% Clerical $60 / Hour $65 / Hour 5% Terms • Rates for materials and freight provided by Huffman Engineering, Inc., are: Payment Terms: Net 30 Markup Allowed on Sub-Consultants 5% Materials and Other Project Costs Billing Rate Materials Received Cost + 15% Freight Received Cost + 15% Page 56 Town of Estes Park Rate Letter June 16, 2022 Page 2 112 Inverness Circle East, Suite E, Englewood, Colorado 80112, Telephone: 303-376-6280 5301 North 57th Street, Lincoln, Nebraska 68507, Telephone: 402-464-6823, Fax: 402-464-6892 • Past due accounts are subject to a service charge of 1.5% per month or the maximum permitted by law. • A sales tax exemption form must be completed and on file with HEI to exempt the purchase from sales tax. • Billing for services rendered will be based on the actual hours worked or agreed payment schedule and includes: o All time spent at Huffman Engineering, Inc., offices working directly on the client’s project. o All time spent at the client’s site(s). o Travel time incurred during the normal workday (up to 8 hours per day). o Travel time required on Saturdays, Sundays, and/or Huffman Engineering holidays to meet the client’s requested schedule (up to 8 hours per day) will be billed at overtime rates. o Overtime rates are: ▪ Hourly base rate x 1.5 for requested and approved overtime work beyond 8 hours per day, work starting before 7:00 A.M. local time or after 5:00 P.M. local time, and work required on Saturdays. ▪ Hourly base rate x 2.0 for requested and approved overtime work beyond 12 hours per day or work on Sundays or Huffman Engineering holidays. o Travel costs (coach class, if available), $46.00 daily expense allowance, and other (IRS allowed) living expenses will be billed as incurred and/or as soon as Huffman Engineering is billed for them. Rental equipment or other costs will be billed at cost plus a 7.5% handling charge. Automobile mileage will be charged at $0.60 (60¢) per mile. • Realizing that the value of the product(s) produced by any proposed system will far exceed the cost of the material and labor, Huffman Engineering, Inc., does not expect any compensation nor assume any liability beyond the labor and materials provided by Huffman Engineering, Inc. Huffman Engineering, Inc., will not be held liable for any consequential damages. We look forward to working together with you on any of your projects. If you have any questions or concerns, please give us a call at (720) 902-5471 Sincerely, Huffman Engineering, Inc. By: Don Glatt, PMP Date Utilities Manager June 16, 2022 Page 57 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Raw Water System, Water Distribution System, and Construction Management/Inspection/Resident Project Representative Services The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and JVA, Incorporated. (Consultant), a Colorado corporation, whose address is 213 Linden Street, Suite 200, Fort Collins, CO 80524, make this Contract this _____ day of , 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; Attachment 4 Page 58 Town of Estes Park Professional Services Contract --Page 2 of 12 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A; and 2.8 Insurance Certificates. 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for Raw Water System, Water Distribution System, and/or Construction Management/ Inspection/ Resident Project Representative services, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. Page 59 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. Page 60 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 Page 61 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Josh McGibbon, P.E. Vice President 213 Linden Street, Suite 200 Fort Collins, CO 80524 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 liability arising from or based on the violations of any such law, ordinance, regulation, order, Page 62 Town of Estes Park Professional Services Contract --Page 6 of 12 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 Page 63 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: Jacqueline A. Wesley, P.E. 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. Page 64 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; Page 65 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. Page 66 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. Page 67 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 ____________________, 2022, 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 Page 68 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 69 Request for Proposal - General Engineering Services ATTACHMENT A PRICE PROPOSAL FORM Company Name:______________________________________________________ Position Title* Rate Project Start Through 12/31/22 Rate 01/01/23 Through 12/31/23 % Increase 01/01/24 Through 12/31/24 Note: For applicable disciplines (e.g., surveying, geotechnical) submit a separate sheet with the additional non-hourly services (laboratory, drilling) or required equipment. Terms Payment Terms: Net 30 Markup Allowed on Sub-consultants: 5% *All position titles to be used on Task Order assignments must be shown. ** All costs must be included in the hourly rates. No additional project costs will be allowed. Incidental expenses, including, but not limited to, the following should be incorporated into labor rates and shall not be billed as a separate charge: •Telephone charges •Postage and delivery •Technology costs (computer usage, office equipment, etc.) •Accounting •Marketing If your company is proposing reimbursement of travel costs, describe your travel policy i.e., limits on meals, bill rate for mileage and the hourly personnel bill rate during travel time. JVA, Incorporated Auto travel shall be reimbursed at 58.5 cents per mile or at a rate set by the IRS. Costs for airfare, car rental, meals, and lodging are not anticipated for this contract. If required, JVA shall be reimbursed at direct cost. Josh McGibbon, Principal Mandy Rasmussen, Senior PM John McGee, Principal $220 $200 $164 Laurie Laos, Senior Engineer Lillian Tolve, Project Manager Adam Teunissen, Senior PM $124 $136 $160 $156 $164 $224 $168 $140 $164 $160 $168 $204 $128Madeline Turner, Design Eng. Peter Hassinger, Project Eng. 2% 4% 4% 4% 4% 4% 4% 2% Exhibit A: Consultant's Rate Sheet Page 70 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Surveying Services The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and King Surveyors, (Consultant), a Colorado corporation, whose address is 650 East Garden Drive, Windsor, CO 80550, make this Contract this ___ day of , 2022, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet attached hereto as Exhibit A; and 2.8 Insurance Certificates. Attachment 5 Page 71 Town of Estes Park Professional Services Contract --Page 2 of 12 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for Surveying Services, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. Page 72 Town of Estes Park Professional Services Contract --Page 3 of 12 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. 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. Page 73 Town of Estes Park Professional Services Contract --Page 4 of 12 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 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 Page 74 Town of Estes Park Professional Services Contract --Page 5 of 12 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Paul B. Groves, PLS President 650 East Garden Drive Windsor, CO 80550 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 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. Page 75 Town of Estes Park Professional Services Contract --Page 6 of 12 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 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. Page 76 Town of Estes Park Professional Services Contract --Page 7 of 12 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: Jacqueline A. Wesley, P.E. 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. 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. Page 77 Town of Estes Park Professional Services Contract --Page 8 of 12 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; subject the terms of this Agreement, Town and Consultant may each contract with other parties. Page 78 Town of Estes Park Professional Services Contract --Page 9 of 12 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. 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 Page 79 Town of Estes Park Professional Services Contract --Page 10 of 12 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. Page 80 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 ____________________, 2022, 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 Page 81 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 82 650 East Garden Drive I Windsor, Colorado 80550 I p. 970.686.5011 I f. 970.686.5821 www.kingsurveyors.com Standard Hourly Rate Schedule Effective: December 12, 2021 Project Surveyor $121.00/hr. Project Manager $105.00/hr. Processing: Draftsman $101.00/hr. CAD Technician I $92.000/hr. CAD Technician II $87.00/hr. Field: Crew Rate (2-man) $165.00/hr. GPS Crew $159.00/hr. Crew Chief $101.00/hr. Expert Witness $222.00/hr. Clerical $53.00/hr. A.T.V. $40.00/hr. Boat $40.00/hr. Copies: 8 ½ X 11” $0.15/copy 8 ½” X 14” $0.20/copy 11” X 17” $0.25/copy 18” X 24” Prints $1.50/copy 24” X 36” Prints $2.00/copy 24” X 36” Mylars $8.00/copy ** All copies & meetings are billed in addition to estimates, unless otherwise noted. ** ** All fees are subject to change without notice** Exhibit A: Consultant's Rate Sheet Page 83 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Geotechnical Services The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Kumar & Associates, Inc. (Consultant), a Colorado corporation, whose address is 2390 South Lipan Street, Denver, CO 80223, make this Contract this ______ day of , 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A; and 2.8 Insurance Certificates. Attachment 6 Page 84 Town of Estes Park Professional Services Contract --Page 2 of 12 3 SCOPE OF SERVICES: Consultant shall provide professional services related to Task Orders for the Geotechnical Services, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. Page 85 Town of Estes Park Professional Services Contract --Page 3 of 12 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. 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. Page 86 Town of Estes Park Professional Services Contract --Page 4 of 12 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 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 Page 87 Town of Estes Park Professional Services Contract --Page 5 of 12 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Josh Barker, P.E. Principal, Fort Collins Branch Manager 2390 South Lipan Street Denver, CO 80223 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 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. Page 88 Town of Estes Park Professional Services Contract --Page 6 of 12 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 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. Page 89 Town of Estes Park Professional Services Contract --Page 7 of 12 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: Jacqueline A. Wesley, P.E. 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. 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. Page 90 Town of Estes Park Professional Services Contract --Page 8 of 12 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; subject the terms of this Agreement, Town and Consultant may each contract with other parties. Page 91 Town of Estes Park Professional Services Contract --Page 9 of 12 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. 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 Page 92 Town of Estes Park Professional Services Contract --Page 10 of 12 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. Page 93 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 ____________________, 2022, 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 Page 94 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 95 Request for Proposal - General Engineering Services ATTACHMENT A PRICE PROPOSAL FORM Company Name:______________________________________________________ Position Title* Rate Project Start Through 12/31/22 Rate 01/01/23 Through 12/31/23 % Increase 01/01/24 Through 12/31/24 Note: For applicable disciplines (e.g., surveying, geotechnical) submit a separate sheet with the additional non-hourly services (laboratory, drilling) or required equipment. Terms Payment Terms: Net 30 Markup Allowed on Sub-consultants: 5% *All position titles to be used on Task Order assignments must be shown. ** All costs must be included in the hourly rates. No additional project costs will be allowed. Incidental expenses, including, but not limited to, the following should be incorporated into labor rates and shall not be billed as a separate charge: •Telephone charges •Postage and delivery •Technology costs (computer usage, office equipment, etc.) •Accounting •Marketing If your company is proposing reimbursement of travel costs, describe your travel policy i.e., limits on meals, bill rate for mileage and the hourly personnel bill rate during travel time. Exhibit A: Consultant's Rate Sheet Page 96 PROFESSIONAL SERVICES FEE SCHEDULE ENGINEERING, ENVIRONMENTAL AND FIELD TECHNICAL SERVICES Principal Engineer ................................................................................................................................................................................................. $190.00 - $230.00/hr. Senior Project Engineer/Geologist/Manager ......................................................................................................................................................... $135.00 - $195.00/hr. Project Engineer/Geologist/Scientist ..................................................................................................................................................................... $105.00 - $135.00/hr. Staff Engineer/Geologist/Scientist ........................................................................................................................................................................... $85.00 - $110.00/hr. Project Supervisor ................................................................................................................................................................................................. $100.00 - $140.00/hr. Construction Inspector I ............................................................................................................................................................................................ $70.00 - $80.00/hr. Construction Inspector II .......................................................................................................................................................................................... $80.00 - $100.00/hr. Environmental Specialist/Scientist ........................................................................................................................................................................... $90.00 - $135.00/hr. Environmental Field Technician/Geologist ................................................................................................................................................................ $85.00 - $95.00/hr. Safety Professional ................................................................................................................................................................................................ $110.00 - $125.00/hr. Project Administrator ............................................................................................................................................................................................. $110.00 - $130.00/hr. Staff Administrator ..................................................................................................................................................................................................... $70.00 - $80.00/hr. Exploration Field Engineer/Technician/Geologist .................................................................................................................................................... $75.00 - $100.00/hr. Construction Materials Testing Technicians: ▪Field Observation ........................................................................................................................................................................................ $65.00 - $75.00/hr. ▪Concrete ..................................................................................................................................................................................................... $53.00 - $63.00/hr. ▪Soils, Reinforcing Steel, Asphalt ................................................................................................................................................................. $55.00 - $65.00/hr. ▪Piers, Masonry ............................................................................................................................................................................................ $62.00 - $72.00/hr. ▪Fireproofing ................................................................................................................................................................................................. $75.00 - $85.00/hr. ▪Post-Tensioning .......................................................................................................................................................................................... $55.00 - $70.00/hr. ▪Floor Flatness ............................................................................................................................................................................................. $80.00 - $90.00/hr. ▪Structural Steel ........................................................................................................................................................................................... $80.00 - $90.00/hr. ▪UL Fire Stop Inspection ..................................................................................................................................................................................... Call for Pricing Laboratory Technician/Sample Preparation .............................................................................................................................................................. $45.00 - $55.00/hr. Word Processing ...................................................................................................................................................................................................... $55.00 - $70.00/hr. Drafting .................................................................................................................................................................................................................... $80.00 - $100.00/hr. Litigation/Expert Witness/Deposition ..................................................................................................................................................................... $175.00 - $350.00/hr. OTHER DIRECT CHARGES Out of Town Expenses, Travel, Rental Etc... ........................................................................................................................................................................ Cost + 15% SUBSURFACE EXPLORATION, SAMPLING, MONITORING WELL INSTALLATION Exploration Subcontractor Subconsultant's (4-Inch Solid Auger, Hollow Stem Auger, Rotary and Diamond Core Drilling, Exploratory Pit Excavation, ATV Drill Rig, Geophysical Exploration, Specialty Sampling, etc .) ................................. Cost + 15% Materials/Equipment Rental/Outsourced Laboratory Testing/Subconsultants ...................................................................................................................... Cost + 15% Falling Weight Deflectometer (Includes Operator) ................................................................................................................................................................. $250.00/hr. Concrete/Asphalt Coring ....................................................................................................................................................................................................... $100.00/hr. Photoionization Detector ..................................................................................................................................................................................................... $100.00/Day LEL/CO/H2S/O2 Meter ......................................................................................................................................................................................................... $100.00/Day Conductivity, Temperature, pH Tester ................................................................................................................................................................................... $25.00/Day Personal Protective Equipment .............................................................................................................................................................. Rates Quoted on Project Basis LABORATORY TESTING Soils Moisture Content (ASTM D2216) ........................................................................................................................................................................................... $10.00 ea. Moisture Content & Density (ASTM D2216) ........................................................................................................................................................................... $15.00 ea. Gradation (ASTM D6913) ....................................................................................................................................................................................................... $85.00 ea. Hydrometer (ASTM D7928) .................................................................................................................................................................................................... $90.00 ea. Double Hydrometer (ASTM D4221) ...................................................................................................................................................................................... $225.00 ea. Percent Less than #200 Sieve (ASTM D1140) ....................................................................................................................................................................... $30.00 ea. Atterberg Limits (ASTM D4318) Method A ............................................................................................................................................................................. $75.00 ea. Atterberg Limits (ASTM D4318) Method B ............................................................................................................................................................................. $50.00 ea. Standard Proctor (ASTM D698) ............................................................................................................................................................................................ $100.00 ea. Modified Proctor (ASTM D1557) ........................................................................................................................................................................................... $120.00 ea. Soil/Cement Proctor (ASTM D558) ....................................................................................................................................................................................... $135.00 ea. Proctor Checkpoint (ASTM D698 or ASTM D1557) ................................................................................................................................................................ $50.00 ea. Relative Density (ASTM D4253 and ASTM D4254) ............................................................................................................................................................. $175.00 ea. Specific Gravity (ASTM D854) ................................................................................................................................................................................................ $90.00 ea. Standard Swell-Consolidation (ASTM D4546) ........................................................................................................................................................................ $80.00 ea. Air-Dried Swell-Consolidation (ASTM D4546) ........................................................................................................................................................................ $90.00 ea. Remolded Swell-Consolidation (ASTM D4546) .................................................................................................................................................................... $120.00 ea. Time/Consolidation (ASTM D2435) ...................................................................................................................................................................................... $325.00 ea. Unconfined Compressive Strength (ASTM D2166) ................................................................................................................................................................ $75.00 ea. Slake Durability (ASTM D4644) ............................................................................................................................................................................................ $100.00 ea. Pinhole Dispersion (ASTM D4647) ....................................................................................................................................................................................... $150.00 ea. Water Soluble Sulfates (AASHTO T290, CP-L 2103) ............................................................................................................................................................. $50.00 ea. pH (ASTM E70) ...................................................................................................................................................................................................................... $50.00 ea. Chloride (AASHTO T291, CP-L 2104) .................................................................................................................................................................................... $50.00 ea. Re-Dox (ASTM D1498) .......................................................................................................................................................................................................... $50.00 ea. Sulfides (Hach Procedure) ..................................................................................................................................................................................................... $50.00 ea. Electrical Resistivity (ASTM G57) ......................................................................................................................................................................................... $150.00 ea. Organics (AASHTO T267) ...................................................................................................................................................................................................... $75.00 ea. R-Value (ASTM D2844) ........................................................................................................................................................................................................ $350.00 ea. California Bearing Ratio (ASTM D1883) 1-Pt. ...................................................................................................................................................................... $150.00 ea. California Bearing Ratio (ASTM D1883) 3-Pt. ...................................................................................................................................................................... $400.00 ea. Soil/Lime, Soil/Cement Mix Analysis ................................................................................................................................................................................ Call for Pricing Freeze/Thaw (ASTM D560) .................................................................................................................................................................................................. $400.00 ea. Wet/Dry (ASTM D559) .......................................................................................................................................................................................................... $400.00 ea. Compressive Strength of Soil-Cement (ASTM D1633) ........................................................................................................................................................... $75.00 ea. Direct Shear/per point (ASTM D3080) Unconsolidated-Undrained (Quick Test) ............................................................................................................................................................................ $150.00 ea. Residual Strength, Additional Per Carriage Reversal .......................................................................................................................................................... $50.00 ea. Drained Tests Quoted on Project-Specific Basis X:\Marketing Materials\FEE SCHEDULES\2022\1-Professional\Prof Fee Schedule 03-09-22 Range.doc Kumar & Associates, Inc.® Page 97 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Water Distribution System The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and CONSOR North America, Inc. dba MurraySmith (Consultant), an Oregon S-Corporation, whose address is 1157 W. Century Drive #220, Louisville, CO 80027, make this Contract this _____ day of ___________, 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A; and Attachment 7 Page 98 Town of Estes Park Professional Services Contract --Page 2 of 12 2.8 Insurance Certificates. 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for Water Distribution System, 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. 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. Page 99 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 reasonable best efforts, skill, judgment, and abilities. Consultant will further the interests of Town according to Town’s requirements and procedures, according to the standards of the profession. 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s fee schedule attached to Consultant’s Rate Sheet. Page 100 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 an 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 Page 101 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Joel Price, PE, LEED AP Officer-in-Charge 1157 W. Century Dr, #220 Louisville, CO 80027 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 liability arising from or based on the violations of any such law, ordinance, regulation, order, Page 102 Town of Estes Park Professional Services Contract --Page 6 of 12 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 Page 103 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: Jacqueline A. Wesley, P.E. 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. Page 104 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; Page 105 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. Page 106 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. Page 107 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 ____________________, 2022, 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 Page 108 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 109 Position Title*Rate Project Start Through 12/31/22 % Increase 01/01/24 Through 12/31/24 Principal Engineer III $251 4% Principal Engineer II $242 4% Principal Engineer I $233 4% Professional Engineer IX $222 4% Professional Engineer VIII $212 4% Professional Engineer VII $200 4% Professional Engineer VI $191 4% Professional Engineer V $179 4% Professional Engineer IV $169 4% Professional Engineer III $164 4% Engineering Designer VIII $203 4% Engineering Designer VII $193 4% Engineering Designer VI $184 4% Engineering Designer V $172 4% Engineering Designer IV $169 4% Engineering Designer III $164 4% Engineering Designer II $150 4% Cost Estimator III $263 4% Cost Estimator II $210 4% Technician IV $163 4% Technician III $146 4% Technician II $126 4% Technician I $107 4% Administrative II $107 4% Administrative I1 $94 4% *All position titles to be used on Task Order assignments must be shown. ** All costs must be included in the hourly rates. No additional project costs will be allowed. Incidental expenses, including, but not limited to, the following should be incorporated into labor rates and shall not be billed as a separate charge: • Telephone charges •Postage and delivery •Technology costs (computer usage, office equipment, etc.) • Accounting • Marketing If your company is proposing reimbursement of travel costs, describe your travel policy i.e., limits on meals, bill rate for mileage and the hourly personnel bill rate during travel time. Payment Terms: Markup Allowed on Sub-consultants: Net 30 5% $186 $176 $211 $201 $98 $171 $191 $179 $176 $171 $156 $274 $218 $242 $231 $220 $208 $199 Request for Proposal - General Engineering Services ATTACHMENT A PRICE PROPOSAL FORM Company Name: Murraysmith Rate 01/01/23 Through 12/31/23 $261 $252 Note: For applicable disciplines (e.g., surveying, geotechnical) submit a separate sheet with the additional non-hourly services (laboratory, drilling) or required equipment. Terms $111 $170 $152 $131 $111 Exhibit A: Consultant's Rate Sheet Page 110 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Instrumentation and Controls The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Plummer Associates, Inc. (Consultant), a Texas C-Corporation, whose address is 1221 Auraria Parkway, Denver, CO 80204, make this Contract this _____ day of , 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet attached hereto as Exhibit A; and 2.8 Insurance Certificates. Attachment 8 Page 111 Town of Estes Park Professional Services Contract --Page 2 of 12 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for Instrumentation and Controls, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. Page 112 Town of Estes Park Professional Services Contract --Page 3 of 12 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. 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. Page 113 Town of Estes Park Professional Services Contract --Page 4 of 12 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 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 Page 114 Town of Estes Park Professional Services Contract --Page 5 of 12 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Patrick O’Brien, PE, PMP Principal, Mountain West Area Leader 1221 Auraria Parkway Denver, CO 80204 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 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. Page 115 Town of Estes Park Professional Services Contract --Page 6 of 12 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 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. Page 116 Town of Estes Park Professional Services Contract --Page 7 of 12 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: Jacqueline A. Wesley, P.E. 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. 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. Page 117 Town of Estes Park Professional Services Contract --Page 8 of 12 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; subject the terms of this Agreement, Town and Consultant may each contract with other parties. Page 118 Town of Estes Park Professional Services Contract --Page 9 of 12 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. 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 Page 119 Town of Estes Park Professional Services Contract --Page 10 of 12 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. Page 120 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 ____________________, 2022, 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 Page 121 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 122 ATTACHMENT A PLUMMER ASSOCIATES, INC. HOURLY FEE SCHEDULE 2022 Staff Description Staff Code 2022 Rate 2023 Rate 2024 Rate Admin Staff A1 – A2 $90.00 $90.00 $94.00 Admin Staff III A3 $95.00 $95.00 $99.00 Senior Admin Staff A4 $100.00 $100.00 $104.00 Designer/Technician C1-C2 $90.00 $90.00 $94.00 Designer/Technician III C3 $120.00 $120.00 $125.00 Senior Designer/Technician C4 $140.00 $140.00 $146.00 Construction Manager in Training (CMIT) CM1 $115.00 $115.00 $120.00 Construction Manager in Training II CM2 $125.00 $125.00 $130.00 Construction Manager in Training III CM3 $140.00 $140.00 $146.00 Construction Manager IV CM4 $145.00 $145.00 $151.00 Construction Manager V CM5 $175.00 $175.00 $182.00 Construction Manager CM6 $215.00 $215.00 $224.00 Senior Construction Manager CM7 $240.00 $240.00 $250.00 Principal Construction Manager CM8 $260.00 $260.00 $270.00 Resident Project Rep. I RR1 $80.00 $80.00 $83.00 Resident Project Rep. II RR2 $110.00 $110.00 $114.00 Resident Project Rep. III RR3 $130.00 $130.00 $135.00 Lead Resident Project Rep. RR4 $135.00 $135.00 $140.00 Field Tech I LS1 $80.00 $80.00 $83.00 Field Tech II LS2 $95.00 $95.00 $99.00 Survey Specialist I LS3 $105.00 $105.00 $109.00 Survey Specialist II LS4 $115.00 $115.00 $120.00 Survey Analyst LS5 $135.00 $135.00 $140.00 Chief of Parties LS6 $150.00 $150.00 $156.00 Engineer/Scientist Intern ES0 $60.00 $60.00 $62.00 Engineer-in-Training/Scientist-in-Training ES1 $115.00 $115.00 $120.00 Engineer-in-Training/Scientist-in-Training II ES2 $125.00 $125.00 $130.00 Engineer-in-Training/Scientist-in-Training III ES3 $140.00 $140.00 $146.00 Project Engineer/Scientist ES4 $145.00 $145.00 $151.00 Senior Project Engineer/Scientist ES5 $175.00 $175.00 $182.00 Project Manager ES6 $215.00 $215.00 $224.00 Senior Project Manager ES7 $240.00 $240.00 $250.00 Principal I ES8 $305.00 $305.00 $317.00 Principal II ES9 $320.00 $320.00 $334.00 Electrical Engineer in Training I EE1 $95.00 $95.00 $99.00 Electrical Engineer in Training II EE2 $120.00 $120.00 $125.00 Electrical Engineer in Training III EE3 $135.00 $135.00 $140.00 Electrical Specialist EE4 $145.00 $145.00 $151.00 Programmer EE5 $175.00 $175.00 $182.00 Programmer II EE6 $200.00 $200.00 $208.00 Senior Electrical Engineer EE7 $280.00 $280.00 $291.00 Billing rate may be adjusted by up to 4 percent annually (at the beginning of each calendar year) during the term of this agreement. A multiplier of 1.15 will be applied to all direct expenses. Guidelines on travel expenses are as follows: Breakfast $16.00; Lunch $17.00; Dinner $31.00, gratuity should not exceed 20 percent. Mileage: Travel will be paid the IRS Circular E published rate per mile. Patrick O'Brien, PE, PMP Principal Exhibit A: Consultant's Rate Sheet Page 123 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Surveying Services The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and SurvWest, LLC (Consultant), a Colorado limited liability company, whose address is 6501 E. Belleview Avenue, Suite 300, Englewood, CO 80111, make this Contract this _____ day of , 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A; and Attachment 9 Page 124 Town of Estes Park Professional Services Contract --Page 2 of 12 2.8 Insurance Certificates. 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for Surveying Services, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. Page 125 Town of Estes Park Professional Services Contract --Page 3 of 12 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. 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. Page 126 Town of Estes Park Professional Services Contract --Page 4 of 12 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 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 Page 127 Town of Estes Park Professional Services Contract --Page 5 of 12 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: Dallas Wilson, PLS, CFedS Vice President/Director of Survey 6501 E. Belleview Avenue, Suite 300 Englewood, CO 80111 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 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. Page 128 Town of Estes Park Professional Services Contract --Page 6 of 12 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 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. Page 129 Town of Estes Park Professional Services Contract --Page 7 of 12 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: Jacqueline A. Wesley, P.E. 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. 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. Page 130 Town of Estes Park Professional Services Contract --Page 8 of 12 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; subject the terms of this Agreement, Town and Consultant may each contract with other parties. Page 131 Town of Estes Park Professional Services Contract --Page 9 of 12 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. 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 Page 132 Town of Estes Park Professional Services Contract --Page 10 of 12 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. Page 133 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 ____________________, 2022, 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 Page 134 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 135 Exhibit A: Contractor’s Rate Sheet Page 136 Request for Proposal - General Engineering Services ATTACHMENT A PRICE PROPOSAL FORM Company Name: Position Title* Rate Project Start Through 12/31/22 Rate 01/01/23 Through 12/31/23 %Increase 01/01/24 Through 12/31/24 Survey Director $225.00 $231.75 $238.70 Senior Survey Project Manager $190.00 $195.70 $201.50 Survey Project Manager III $164.00 $172.20 $180.80 Survey Project Manager II $155.00 $162.75 $170.90 Survey Project Manager I $151.00 $158.50 $166.50 Administrative Assistant $83.00 $87.10 $91.50 Office / Field Coordinator $146.00 $153.30 $161.00 CAD Manager $159.00 $167.00 $175.30 Senior CAD Technician $122.00 $128.10 $134.50 CAD Technician $112.00 $117.60 $123.50 2 Person Field Crew $215.00 $225.75 $237.00 1 Person Field Crew $130.00 $136.50 $143.00 Note: For applicable disciplines (e.g., surveying, geotechnical) submit a separate sheet with the additional non-hourly services (laboratory, drilling) or required equipment. Terms Payment Terms: Net 30 Markup Allowed on Sub -consultants: 5% *All position titles to be used on Task Order assignments must be shown. ** All costs must be included in the hourly rates. No additional project costs will be allowed. Incidental expenses, including, but not limited to, the following should be incorporated into labor rates and shall not be billed as a separate charge: Telephone charges Postage and delivery Technology costs (computer usage, office equipment, etc.) Accounting Marketing If your company is proposing reimbursement of travel costs, describe your travel policy i.e., limits on meals, bill rate for mileage and the hourly personnel bill rate during travel time. Page 10 of 25 SurvWest, LLC Confidential Page 137 Material and Equipment Reimbursable Expenses SurvWest, LLC Thru 12/31/2022 Thru 12/31/2023 Thru 12/31/2024 Mileage Survey Vehicle (4X4 Truck) $0.63 / mi $0.66 / mi $0.70 / mi LiDAR Equipment (UAS, Drone, etc.) $155 / Day $163 / Day $171 / Day Mobile Terrestrial Laser Scanner $105 / Day $110 / Day $116 / Day Lodging and Per Diem GSA Rates per Day Survey Materials and Supplies At Cost (no markup) Plotting, Printing, Binding Materials At Cost (no markup) Overnight and Courier Fees At Cost (no markup) Kind regards, Dallas Wilson, PLS, CFedS Vice President/Director of Survey Page 138 Page 139 PROFESSIONAL SERVICES CONTRACT On-Call Contract for Professional Services Related to Surveying Services The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Topographic, Co. (Consultant), an Oklahoma corporation, whose address is 1400 Everman Parkway, Suite 146, Fort Worth, Texas 76140, make this Contract this _____ day of , 2022, 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 as described herein; and 1.2 Consultant has agreed to provide the Services, 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) 2.5 The following Special Conditions of the Contract, if any: Document Title Page(s) 2.6 Requests for Services (Task Orders), as issued by Town on an as-needed basis for particular assignments for Consultant; 2.7 Consultant's Rate Sheet, attached hereto as Exhibit A; and Attachment 10 Page 140 Town of Estes Park Professional Services Contract --Page 2 of 12 2.8 Insurance Certificates. 3 SCOPE OF SERVICES: Consultant shall provide professional services related to task orders for Surveying Services, 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 (Exhibit A). 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: After accepting a Request for Services, the Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, by the time described in the accepted Request for Services. This shall occur on an as-needed basis for each individual assignment under this Contract. 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 the Consultant, as described in section 2.7. 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. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. Page 141 Town of Estes Park Professional Services Contract --Page 3 of 12 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 will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s Rate Sheet. 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. Page 142 Town of Estes Park Professional Services Contract --Page 4 of 12 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 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 Page 143 Town of Estes Park Professional Services Contract --Page 5 of 12 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: Jacqueline A. Wesley, P.E. Project Manager 170 MacGregor Avenue P.O. Box 1200 Estes Park, CO 80517 CONSULTANT: S. Erik Dumas Director of Civil Surveying 520 Stacey Court, Unit B Lafayette, CO 80026 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 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. Page 144 Town of Estes Park Professional Services Contract --Page 6 of 12 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 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. Page 145 Town of Estes Park Professional Services Contract --Page 7 of 12 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: Jacqueline A. Wesley, P.E. 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. 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. Page 146 Town of Estes Park Professional Services Contract --Page 8 of 12 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; subject the terms of this Agreement, Town and Consultant may each contract with other parties. Page 147 Town of Estes Park Professional Services Contract --Page 9 of 12 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 its effective date, and shall continue through December 31, 2024, with the option of two (2) additional renewals, on an annual basis, upon mutual 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. 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 Page 148 Town of Estes Park Professional Services Contract --Page 10 of 12 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. Page 149 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 ____________________, 2022, 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 Page 150 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 , 2022. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Page 151 Request for Proposal - General Engineering Services RFP-UT-22-01 ATTACHMENT A PRICE PROPOSAL FORM Company Name:______________________________________________________ Position Title* Hourly Rate* Project Start Through 12/31/22 Hourly Rate* 01/01/23 Through 12/31/23 % Increase 01/01/24 Through 12/31/24 *Inclusive of the established rates; all survey equipment, standard tools, field consumables and insurance coverage on all employees and equipment. TRAVEL REIMBURSEMENT POLICY Local personnel only (Lafayette, Co) will be assigned to on-site Town of Estes Park tasks. 1.Mileage to/from jobsite(s) $0.85/mile 2.Personnel during travel time Standard Hourly Rate Terms Payment Terms: Net 30 Markup Allowed on Sub-consultants: 5% $145.00 $145.00 0% Project Surveyor Project Manager TOPOGRAPHIC CO. Project Manager (PLS) One-Person Survey Crew Two-Person Survey Crew Three-Person Survey Crew Field Supervisor $190.00 $235.00 $165.00 $100.00 $165.00 $190.00 $235.00 $100.00 $120.00 $120.00 $110.00Survey Technician $95.00Drafter __________________________________S. Erik DumasDirector of Civil Surveying ____6-17-22______ Date 0% 0% 0% 0% $120.00 $120.00 $110.00 $95.00 0% 0% 0% 0% Exhibit A: Consultant's Rate Sheet Page 152       Page 153 MUSEUM Memo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Derek Fortini, Museum Director Date: September 27, 2022 RE: Resolution 77-22: Covenant and Grant Award for Birch Ruins Preservation Phase II with State of Colorado. (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER______________ QUASI-JUDICIAL YES NO Objective: Obtain Town Board preliminary approval to accept a 2022 grant from the State Historical Fund, by approving a required covenant. The grant would pay for construction necessary to complete the extended viewing platform located at the Birch Ruins. Present Situation: Since the Museum assumed responsibility of the Birch Ruins and Birch Cabin in 2001, periodic efforts have been made to enhance the site as resources to do so become available. With the 2017 Centennial Legacy project focused on improvements to the Knoll-Willows property, the Museum took steps to make much needed improvements to the experience, preservation, and understanding of the historic structures located there. In October of 2016, the Museum received a grant through the State Historical Fund to produce construction documents that would improve the Birch Ruins and Birch Cabin. The second part of that grant to complete the work was awarded to the Town/Museum in July 2018 with work taking place in 2019-2020 to improve the Birch Ruins including stabilizing the structural rock walls with masonry work, extending the current viewing platform, and the installation of historic information signage related to the Ruins and Cabin. Unfortunately, due to increased cost of steel from the award of the grant and actual construction, the scope of the extended viewing platform was reduced. Accepting this grant would provide the funds necessary to complete the viewing platform to the original 2016 design. The State has requested that the Town approve the covenant (included here as Exhibit E to the draft Grant Agreement) before it completes the final draft of the Grant Agreement that will govern the project. Because Exhibit E/Covenant Agreement refers to the Grant Agreement, the draft Agreement has Page 154 been provided. It is believed by both parties that other than date revisions to the draft Agreement, no major changes will incur. By approving Exhibit E/Covenant Agreement, the State will finalize the Grant Agreement for the Town Board to approve at a future date. The final Grant Agreement will allow State funds to be accepted to complete the platform and conclude the interpretation and preservation project. The covenant will not take effect unless and until the Grant Agreement is mutually executed and all committed funds are paid to the Town. The completion of the platform extension will further protect the Ruins structure while allowing safe access to more of the site/structure. Proposal: The State Historical Fund requires a 25% match from grant applicants. The match for this project was budgeted as part of the Centennial budget item. The project will be managed by Museum Director Fortini. Accepting this grant will complete the improvements for the site. As an unstaffed historic site, it is important to provide a safe experience for visitors, inform them of the significance of the site, as well as protect and preserve the structures. The award is good for up to three years, but staff plans to begin work as soon as possible. The process to complete the grant work entails to review the grant with History Colorado staff and all contractors/Town staff, review project and standards for rehabilitation with the engineer and metal fabricator, complete the walkway construction, and conclude the project with a public presentation/tour at the site. Advantages: • The extended walkway at the Ruins will enhance the ability of visitors to explore the entire structure in a safe manner and, as designed, the platform also better protects the Ruins. • The completion of this step will conclude the 2016 Interpretation and Preservation of the Birch Ruins and Cabin project. Disadvantages: • None. Action Recommended: Town Board acceptance and approval of the 2022 State Historical Fund grant for the improvement of the Birch Cabin and Ruins. Finance/Resource Impact: The entire project is expected to cost $25,991. The grant request is for $19,491 (74.99%) with a Town match of $6,500 (25.01%). The grant match is budgeted within the Centennial Project revenue line 101-1300-343.40-00 and would be expensed through 101-1300-413.29-33 (Project WILL22). Level of Public Interest Medium. If the grant is accepted there will be a press release issued and progress of the work will be highlighted on the Museum’s Facebook page and members-only Page 155 newsletter. Once the entire project is completed, the Museum plans to resume public tours of the site/property in 2023. Sample Motion: I move to (approve/deny) Resolution 77-22. Attachments: 1.Resolution 77-22 2.State Historical Fund Contract draft and Covenant Agreement/Exhibit E Page 156 RESOLUTION 77-22 A RESOLUTION GRANTING A COVENANT TO THE STATE OF COLORADO OVER THE BIRCH RUINS BUILDING FOOTPRINTS IN CONNECTION WITH A GRANT AWARD FROM HISTORY COLORADO FOR EXTENSION OF THE ELEVATED WALKWAY WHEREAS, the Town Board desires to complete the extended viewing platform located at the Birch Ruins at Centennial Open Space at Knoll Willows; and WHEREAS, the State of Colorado, through the State Historic Fund, desires to partially fund the completion of the viewing platform through its competitive grant fund program; and WHEREAS, the completion of the viewing platform would conclude the most recent phase of preservation and interpretation of the Birch Ruins and Cabin located at Centennial Open Space at Knoll Willows. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the covenant referenced in the title of this resolution in substantially the form now before the Board as Exhibit E to a draft grant agreement with the State of Colorado. DATED this day of , 2022. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 1 Page 157 Page 1 of 18 Version 07.2022 COVER PAGE State Agency Department of Higher Education, History Colorado, the Colorado Historical Society SHF Grant Number 2022-M2-018 Grantee Town of Estes Park Agreement Start Date Agreement Maximum Amount $19,491.00 Maximum Grant Funds Percentage 74.99% Initial Agreement End Date Cash Match Amount $6,500.00 Cash Match Percentage 25.01% Encumbrance: POGG1 2022*3461 Agreement Authority Authority exists under the State Constitution article XVIII, §9(5)(b)(III) and CRS §44-30-1201 for the annual distribution of monies from the State Historical Fund (SHF). Agreement Purpose The purpose of this project is to complete the elevated walkway at the Birch Ruins in Estes Park, Colorado. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1.Exhibit A, Scope of Work 2.Exhibit B, Budget 3.Exhibit C, Submittals & Deliverables 4.Exhibit D, SHF Provisions 5.Exhibit E, Property Protection 6.Exhibit F, Sample Option Letter 7.Attachment 1, SHF Payment Request & Financial Report form In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1.Colorado Special Provisions in §19 of the main body of this Agreement. 2.The provisions of the other sections of the main body of this Agreement. 3.Exhibit A, Scope of Work 4.Exhibit B, Budget 5.Exhibit C, Submittals & Deliverables 6.Exhibit D, SHF Provisions 7.Exhibit E, Property Protection 8.Exhibit F, Option Letter Principal Representatives For the State: For Grantee: Dawn DiPrince Mr. Derek Fortini Executive Director Estes Park Museum Director History Colorado 1200 Broadway 200 4th Street Estes Park, Colorado 80517 dfortini@estes.org Denver, Colorado 80203 Dawn.DiPrince@state.co.us STATE OF COLORADO GRANT AGREEMENT Attachment 2 Page 158 Page 2 of 18 Version 07.2022 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature. GRANTEE Town of Estes Park ______________________________________________ By: Mayor, Mayor Pro Tem, or Designated Delegate Date: _________________________ ______________________________________________ Title of Authorized Officer STATE OF COLORADO Jared S. Polis, Governor History Colorado Dawn DiPrince, Executive Director or Designee ______________________________________________ By: Dawn DiPrince or Designee Date: _________________________ GRANTEE Town of Estes Park ______________________________________________ By: Town Clerk Date: _________________________ GRANTEE Town of Estes Park _________________________________________________ By: Town Attorney Date: _________________________ In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD ___________________________________________ By: Breanne Nugent, Contracts Officer Effective Date: _____________________ Page 159 Page 3 of 18 Version 07.2022 1. PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Agreement End Date shown on the Signature and Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in §6.D, or after the Agreement End Date. B. Initial Term The Parties’ respective performances under this Agreement shall commence on the Agreement Start Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement End Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms - State’s Option The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for a maximum of three successive periods, of one year or less at the same rates and under the same terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to Sample Option Letter attached to this Agreement. D. End of Term Extension If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Grantee as provided in §15, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement. E. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Agreement by the State for breach by Grantee, which shall be governed by 13.A.i. i. Method and Content The State shall notify Grantee of such termination in accordance with §15. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the rights and obligations set forth in § 13.A.i.a. iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined Page 160 Page 4 of 18 Version 07.2022 by the State, the State may reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. C. “Budget” means the budget for the Work described in Exhibit A and C. D. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. E. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. F. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature for this Agreement. G. “End of Term Extension” means the time period defined in §2.D. H. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. I. “Extension Term” means the time period defined in §2.C. J. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. K. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. L. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq. C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent. M. “Initial Term” means the time period defined in § 2.B. N. “Matching Funds” means the funds provided Grantee as a match required to receive the Grant Funds. O. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. P. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. Q. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to Page 161 Page 5 of 18 Version 07.2022 CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. R. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30- 202(13)(a), C.R.S. S. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. T. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. U. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees of grant funds. V. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. W. “Work” means the Goods delivered and Services performed pursuant to this Agreement. X. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement. 5. PROPERTY The real property in Larimer County, Colorado, which has been listed in the State Register of Historic Properties, as the Birch Cabin-Willows Property-Birch Ruins located at MacGregor Avenue & Wonderview Avenue, Estes Park, Colorado, more particularly described as LOT 2, BIRCH RESUB, EP 6. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum shown on the Cover Page of this Agreement. B. Payment Procedures i. Invoices and Payment a. The State shall pay Grantee in the amounts and in accordance with the schedule and other conditions set forth in Exhibit C. b. Grantee shall initiate payment requests by submitting Attachment 1 to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Grantee and previously Page 162 Page 6 of 18 Version 07.2022 accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Agreement. ii. Interest Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30- 202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day’s interest to be paid and the interest rate. iii. Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E. C. Matching Funds Grantee shall provide Matching Funds as provided in Cover Page and Exhibit B. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Grantee’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Cash Match” in Exhibit B has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. If grantee is a public entity, grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies. D. Reimbursement of Grantee Costs Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit B and §6.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the Page 163 Page 7 of 18 Version 07.2022 change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed. Grantee’s costs for Work performed after the Agreement End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and ii. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred). E. Close-Out Grantee shall close out this Award within 30 days after the Agreement End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State will withhold 10% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. 7. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §17 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within ten days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Agreement. C. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than 30 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s obligations hereunder. D. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Award. The State may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 8. GRANTEE RECORDS A. Maintenance Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a period (the “Record Retention Period”) of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State. A cognizant agency for audit, Page 164 Page 8 of 18 Version 07.2022 oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Grantee shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by that governmental entity. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. D. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. 9. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State’s Principal Representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. Page 165 Page 9 of 18 Version 07.2022 D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish that none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. 10. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest wo uld arise when a Grantee or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. D. Contractor acknowledges that all State employees are subject to the ethical principles described in §24-18- 105, C.R.S. Contractor further acknowledges that State employees may be subject to the requirements of §24- 18-105, C.R.S. with regard to this Contract. 11. INSURANCE Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by the State. A. Workers’ Compensation Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Grantee or Subcontractor employees acting within the course and scope of their employment. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any one fire. Page 166 Page 10 of 18 Version 07.2022 C. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. D. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. E. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. F. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Grantee and Subcontractors. G. Primacy of Coverage Coverage required of Grantee and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Grantee or the State. H. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee and Grantee shall forward such notice to the State in accordance with §14 within seven days of Grantee’s receipt of such notice. I. Subrogation Waiver All commercial insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. J. Public Entities If Grantee is a “public entity” within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. K. Certificates For each commercial insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State certificates evidencing Grantee’s insurance coverage required in this Agreement within seven Business Days following the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within seven Business Days following the Effective Date, except that, if Grantee’s subcontract is not in effect as of the Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven Business Days following Grantee’s execution of the subcontract. No later than 15 days before the expiration date of Grantee’s or any Subcontractor’s coverage, Grantee shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the Page 167 Page 11 of 18 Version 07.2022 State, Grantee shall, within seven Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this section. 12. BREACH OF AGREEMENT In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §13 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 13. REMEDIES A. State’s Remedies If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §12, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Grantee shall assign to the State all of Grantee’s rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State’s request, Grantee shall return materials owned by the State in Grantee’s possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee’s action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Page 168 Page 12 of 18 Version 07.2022 Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. B. Grantee’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §12 and the dispute resolution process in §14 shall have all remedies available at law and equity. 14. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. B. Resolution of Controversies If the initial resolution described in §14.A fails to resolve the dispute within ten Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S. for resolution following the same resolution of controversies process as described in §§24-106-109, and 24-109-101.1 through 24-109- 505, C.R.S. (the “Resolution Statutes”), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. 15. NOTICES AND REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth below or (C) as an email with read receipt requested to the Page 169 Page 13 of 18 Version 07.2022 principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Grantee hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Grantee cannot make any of the assignments required by this section, Grantee hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Assignments and Assistance Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, “State Materials”). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Grantee Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Grantee Property”). Grantee Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 17. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Grantee agrees to be governed by and comply with the Page 170 Page 14 of 18 Version 07.2022 provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of Agreement performance information in the State’s Agreement management system (“Contract Management System” or “CMS”). Grantee’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 18. GENERAL PROVISIONS A. Assignment Grantee’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §18.A, all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority Page 171 Page 15 of 18 Version 07.2022 Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Grantee’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in § 18.A, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee’s industry, trade, or profession. S. Licenses, Permits, and Other Authorizations Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. T. Indemnification Page 172 Page 16 of 18 Version 07.2022 i. General Indemnification Grantee shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Grantee, or its employees, agents, Subcontractors, or assignees in connection with this Agreement. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Grantee in violation of §9 may be cause for legal action by third parties against Grantee, the State, or their respective agents. Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the State in relation to any act or omission by Grantee, or its employees, agents, assigns, or Subcontractors in violation of §9. iii. Intellectual Property Indemnification Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. U. Accessibility i. Grantee shall comply with and the Work Product provided under this Agreement shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Grantee shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. Grantee shall indemnify, save, and hold harmless the Indemnified Parties against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Grantee’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. iii. The State may require Grantee’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Grantee’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. 19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all agreements except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then this Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Page 173 Page 17 of 18 Version 07.2022 Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment insurance or workers’ compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109 C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Grantee in error for any reason, including, Page 174 Page 18 of 18 Version 07.2022 but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. Page 175 Town of Estes Park Exhibit A Birch Walkway Rehabilitation Project #2022-M2-018 Page 1 of 1 Exhibit A SCOPE OF WORK I. Purpose: The purpose of this project is to complete the elevated walkway at the Birch Ruins in Estes Park, Colorado. II. Scope of Work is as follows: A. Elevated Walkway Extension 1. Use existing construction documents to fabricate and install remaining walkway 2. File building permit and open flame permit 3. Close part of the parking lot and rope off the area for fabricators 4. Clean up work area to return to normal operations upon completion O:\Contracting\Contracts\2022\M2\22 M2 018 (Estes Park Birch Ruins)\22 M2 018 Exhibit A.docx Page 176 Town of Estes Park Exhibit B Birch Walkway Rehabilitation Project #2022-M2-018 Page 1 of 1 Exhibit B BUDGET TASK AMOUNT A. Walkway Extension $23,281 B. Permits $350 PROJECT SUBTOTAL $23,631 Contingency† $2,360 PROJECT TOTAL $25,991 Grant Award (74.99%) $19,491 Cash Match (25.01%) $6,500 Grant payments are based off the Project Subtotal. Total payments will equal Grant Award percentage of Project Subtotal up to a maximum of the Grant Award Amount should contingency be requested and approved. † Contingency - Must receive written approval from SHF Staff prior to use. O:\Contracting\Contracts\2022\M2\22 M2 018 (Estes Park Birch Ruins)\22 M2 018 Exhibit B.docx Page 177 Town of Estes Park Exhibit C Birch Walkway Rehabilitation Project #2022-M2-018 Page 1 of 2 Exhibit C LIST OF SUBMITTALS Project Reports Due Date Society Response a. Payment Request Form (Attachment 1). Deliverables #1-3 below must be approved before Advance Payment is made. N/A Advance Payment of Grant Award $7,328. b. Progress Report # 1 November 1, 2022 Review * c. Progress Report # 2 February 1, 2023 Review * d. Progress Report # 3 e. Progress Report # 4 May 1, 2023 August 1, 2023 Review * Review * f. Interim Financial Report (Attachment 1). Deliverables #4-5 below must be approved before Interim Payment is made. August 15, 2023 ** Review & Approve. Interim Payment of Grant Award $9,161. † g. Progress Report # 5 November 1, 2023 Review * h. Progress Report # 6 February 1, 2024 Review * i. Progress Report # 7 May 1, 2024 Review * j. Final Financial Report (Attachment 1). All deliverables must be approved before payment is made. June 15, 2024 *** Review & Approve. Final Payment of Grant Award $1,832. † * At the discretion of the SHF technical staff, progress reports may not receive a response. ** Interim Financial Report due date is a guideline. Please submit Interim Financial Report when 40% or more of Advance is expended and you are ready for the next payment. *** Final Payment is a reimbursement ONLY after all contractors are paid in full. † Payment may increase due to approval of contingency funds. All deliverables and submittals must be received at least 30 days prior to the Grant End Date. Page 178 Town of Estes Park Exhibit C Birch Walkway Rehabilitation Project #2022-M2-018 Page 2 of 2 Exhibit C PROJECT DELIVERABLES Deliverables #1-5 must be received and approved prior to physical work beginning. All deliverables must be submitted digitally to your assigned Resource Specialist. Project Deliverables SHF Response 1. Initial Consultation with SHF Resource Specialist Review Comment and/or Approve 2. Contract Certification for: Project Manager Review Comment and/or Approve 3. Repackaged construction documents, if necessary Review Comment and/or Approve 4. Contract Certification for: Contractor Review Comment and/or Approve 5. Preconstruction meeting with SHF Resource Specialist Review Comment and/or Approve 6. Interim meeting with SHF Resource Specialist Review Comment and/or Approve 7. Copies of Change Orders Review Comment and/or Approve 8. After photos of Scope of Work Review Comment and/or Approve O:\Contracting\Contracts\2022\M2\22 M2 018 (Estes Park Birch Ruins)\22 M2 018 Exhibit C.docx Page 179 Town of Estes Park Exhibit D Birch Walkway Rehabilitation Project #2022-M2-018 Page 1 of 1 Exhibit D STATE HISTORICAL FUND PROVISIONS 1. STANDARDS OF WORK The Property Owner and Grant Recipient agree that they will perform the activities listed in Exhibit A and produce the deliverables listed in Exhibit C in accordance with the pertinent sections of the applicable Secretary of the Interior's Standards for Archaeology and Historic Preservation. The Property Owner and Grant Recipient shall perform any and all survey activities and submittals in accordance with the Survey Manual and How to Complete Colorado Cultural Resource Inventory Forms, Volumes I and II, June 1998 (Revised December 2001) for any and all survey activities and projects (copies of which are available through History Colorado). 2. DISSEMINATION OF ARCHAEOLOGICAL SITE LOCATIONS The Grant Recipient and Property Owner agree to provide History Colorado with copies of any archaeological surveys developed during the course of, or under a project financed either wholly or in part by History Colorado. The Grant Recipient and Property Owner agree to otherwise restrict access to such archaeological surveys, as well as access to any other information concerning the nature and location of archaeological resources, in strict accordance with the provisions of History Colorado-Office of Archaeology and Historic Preservation, Policy on Dissemination of Information, adopted October 1991, a copy of which is available from History Colorado. 3. PUBLIC ACKNOWLEDGEMENT OF FUNDING SOURCE In all publications and similar materials funded under this Agreement, a credit line shall be included that reads: "This project is/was paid for in part by a History Colorado – State Historical Fund grant." In addition, History Colorado reserves the right to require that the following sentence be included in any publication or similar material funded through this program: "The contents and opinions contained herein do not necessarily reflect the views or policies of History Colorado". 4. MATCHING FUNDS In the event that said matching funds, as provided in Cover Page & Exhibit B, become unavailable, the State may, in its sole discretion, reduce its total funding commitment to the Project in proportion to the reduction in matching funds. If the total funding set forth in the Project Budget is not expended on completion of the Project, the State may reduce its pro-rata share of the unexpended budget. 5. QUALIFYING EXPENDITURES Expenditures incurred by the Grantee or Property Owner prior to execution of this Agreement are not eligible expenditures for State reimbursement. If the Project involves matching funds the State may allow prior expenditures in furtherance of the Scope of Work to be counted as part of such matching funds. 6. BUDGET REVISIONS In the event budget line items need to be increased/decreased over 25% for any budget line item, Grantee shall provide a written request, in advance, with a detailed explanation and information for the revision(s) in a form and manner approved by the State. 7. INTEREST EARNED Interest earned on funds advanced by the State shall be applied to eligible project expenditures, and will be deducted from the final payment. 8. RECAPTURE The following recapture provision shall apply only to a private/for-profit Property Owner: In the event that the property, as a whole, is sold within a five-year period after completion of the grant, the following recapture provision shall apply: If the property is sold within the first year after completion, one-hundred percent (100%) of the funds awarded shall be returned to the State, with a twenty percent (20%) reduction per year thereafter. 9. ACQUISITIONS For acquisition projects, upon receipt by the State of documentation for the execution of a recorded deed of real property between Property Owner and Grantee, the State, Grantee, and Property Owner agree the Property Owner will cease to be a party to the Agreement. v. 10.29.2021 Page 180 Town of Estes Park Exhibit E Birch Walkway Rehabilitation Project #2022-M2-018 Page 1 of 4 COVENANT PROPERTY PROTECTION I. Parties: This Agreement is by and between the State of Colorado for the use and benefit of the Department of Higher Education, History Colorado, the Colorado Historical Society, 1200 Broadway, Denver, Colorado 80203 and Town of Estes Park, Property Owner, 170 MacGregor Avenue, Estes Park, Colorado 80517. II. Property: the Birch Cabin-Willows Property-Birch Ruins located at MacGregor Avenue & Wonderview Avenue, Estes Park, Colorado, in Larimer County, which has been listed in the State Register of Historic Properties, and is more particularly described as follows: LOT 2, BIRCH RESUB, EP (Building footprints only) III. Preservation of Property: A. EASEMENT: If required, in the sole discretion of the State, the provisions in the following paragraph are hereby incorporated into this agreement: Easement Required: Yes No i. Property Owner shall place or cause to be placed on the property title a perpetual easement, which easement shall be transferred to an organization qualified to hold easements of this kind under Section 170(h)(3) of the Internal Revenue Code and Internal Revenue Service Regulations, Section 1.170A-14(c). ii. The easement shall, at a minimum, prohibit any alteration of the premises, which would affect the exterior appearance of the property unless first authorized by the easement holding organization with appropriate exceptions to permit routine maintenance. Other necessary language shall protect the interests of the easement holding organization in the event of damage to the property, and shall further require that the easement be transferred to a similar organization in the event that the selected organization becomes unable for any reason to perform its obligations pursuant to the easement agreement. iii. Property Owner agrees that the easement form and any associated costs shall be subject to the approval of the State. State shall pay the costs for the easement in the amount(s) set forth in Exhibit B. B. COVENANT: The Property Owner hereby agrees to the following for a period of 10 years commencing on the date it is filed with the County Recorder; provided that it shall not take effect or be filed until a Grant Agreement is executed by the Grantee (the Property Owner) and the State for the project and the final payment is issued to the Grantee as outlined in §6 of the Grant Agreement. Page 181 Town of Estes Park Exhibit E Birch Walkway Rehabilitation Project #2022-M2-018 Page 2 of 4 i. Without the express written permission of History Colorado, no construction, alteration, movement, relocation or remodeling or any other activity shall be undertaken or permitted to be undertaken on the Property which would alter the architectural appearance of the Property, adversely affect the structural soundness of the Property, encroach on the open and area of the Property, or adversely affect such prominent landscape features as trees, hedges, fences, walls or paths. Such work, when permitted shall be performed according to the Secretary of the Interior’s Standards for the Treatment of Historic Properties and the Guidelines for Preserving, Rehabilitating, Restoring, and Reconstructing Historic Buildings, issued and as may from time to time be amended by the U.S. Secretary of the Interior, hereinafter collectively referred to as the “Standards”. In all events, the Property Owner further agrees at all times to maintain the Property in a good and sound state of repair and to maintain the Property according to the Standards so as to prevent deterioration of the Property. ii. In the event of severe damage or total destruction to the Property (defined, for the purpose of this provision, as sudden damage or loss caused by fire, earthquake, inclement weather, acts of the public enemy, riot or other similar casualty) not due to the fault of the Property Owner this provision shall terminate as of the date of such damage or destruction. iii. All financial obligations of the Property Owner under this Agreement are contingent upon appropriation, budgeting, and availability of specific funds to discharge such obligations. Nothing in this Agreement shall be deemed a debt or multiple fiscal year financial obligation of the Town or a pledge of the Town's credit, or a collection or payment guarantee by the Town. iv. History Colorado, or a duly appointed representative of History Colorado, shall be permitted to inspect the Property at all reasonable times in order to ascertain if the above conditions are being observed. v. When Section B is for COVENANT, within sixty (60) days of the completion of this Award, Property Owner covenants and agrees that History Colorado will record this Exhibit with the county clerk and recorder for the county in which the property is located. Property Owner further covenants and agrees that this Exhibit will constitute a binding covenant that will run with the land. vi. When section B is for LETTER OF AGREEMENT, History Colorado will maintain record of this Exhibit until the expiration of the letter of agreement period. vii. The provisions of this Paragraph will cease to be effective upon the conveyance of an approved easement if such is required pursuant to EASEMENT Paragraph above. Page 182 Page 3 of 4 Exhibit E SIGNATURE PAGE *Persons signing for Owner hereby swear and affirm that they are authorized to act on Parties’ behalf and acknowledge that the State is relying on their representations to that effect. OWNER Town of Estes Park ____________________________________________ *Signature of Authorized Officer for Owner Date: _________________________ ______________________________________________ Printed Name of Authorized Officer ______________________________________________ Title of Authorized Officer PROPERTY OWNER NOTARIZATION: STATE OF COLORADO, Larimer COUNTY: On this ______day of _________________, ______, before me the undersigned, a Notary Public for said State, personally appeared _______________________, to me personally known, who stated that he/she is ________________________, that no seal has been procured by said town, and that the foregoing instrument was signed on behalf of said town by authority of its Board of Trustees, and that as such officer, he/she acknowledged that he/she executed the foregoing instrument as his/her voluntary act and the voluntary act of the town. ________________________________________ NOTARY PUBLIC Page 183 Page 4 of 4 Exhibit E STATE OF COLORADO Jared S. Polis, Governor History Colorado Dawn DiPrince, Executive Director or Designee ______________________________________________ By: Dawn DiPrince, Executive Director or Designee Date: _________________________ STATE OF COLORADO, CITY & COUNTY OF DENVER: On this ______day of _________________, _______, before me the undersigned, a Notary Public for said State, personally appeared Dawn DiPrince, to me personally known, who stated that she is Executive Director of History Colorado, that no seal has been procured by said organization, and that the foregoing instrument was signed on behalf of said organization by authority of its Board of Directors, and that as such officer, she acknowledged that she executed the foregoing instrument as her voluntary act and the voluntary act of the State of Colorado-Department of Higher Education, History Colorado, the Colorado Historical Society. ____ ______________________________________ NOTARY PUBLIC Page 184 Town of Estes Park Exhibit F Birch Walkway Rehabilitation Project #2022-M2-018 Page 1 of 1 Exhibit F SAMPLE OPTION LETTER State Agency Department of Higher Education, History Colorado, the Colorado Historical Society SHF Grant Number/Original Agreement 2022-M2-018 Grantee Town of Estes Park Option Agreement Number 2022-M2-018 F1 Agreement Maximum Amount $19,491.00 Maximum Grant Funds Percentage 74.99% Agreement Start Date Cash Match Amount $6,500.00 Cash Match Percentage 25.01% Current Agreement End Date 1. OPTIONS: A. Option to extend for an Extension Term 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) 2.C. of the Original Agreement referenced above, the State hereby exercises its option for an additional term, beginning on the Option Effective Date and ending on the current Agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. The Agreement Submittals and Deliverables of Exhibit C is hereby modified as shown in Revised Exhibit C attached. 3. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is later. STATE OF COLORADO Jared S. Polis, Governor History Colorado Dawn DiPrince, Executive Director or Designee ______________________________________________ By: Dawn DiPrince, Executive Director Date: _________________________ In accordance with §24-30-202, C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD ___________________________________________ By: History Colorado Option Effective Date:_____________________ Page 185 PAYMENT REQUEST AND FINANCIAL REPORT FORM (ATTACHMENT 1) G:\Shared drives\SHF\O drive 3.16.20\Contracting\Award Packet\Left Side\Pay Request and Financial Report rev 07012021.docx For advance, contingency, and easement fee payments: Only complete steps 1, 2, and 5. − Include a copy of the Easement Fee invoice when requesting an Easement Payment. For all other payments, ALL steps and page 2 must be completed. − Copies of invoices are not required, but may be requested by SHF staff. Guidelines: − Refer to Exhibit C of your grant award document for payment amounts and deliverables due before submitting a payment request. − At least 40% of your previous grant payment must be spent or invoiced prior to receiving the Interim Payment(s). − Approved contingency funds will be added to your final payment if not requested previously. − Final payment is a reimbursement only. All invoices must be paid in full. Step 1) General Information: Project # Grant Recipient Organization: Step 2) Payment(s) Requested (Choose all that apply): Advance Interim 2nd Interim (if applicable) Final Contingency Easement Step 3) Financial Report: − Report all payments you’ve made, including payments of cash match, to subcontractors and individuals for work on the project since your last payment request. − You must indicate which budget task(s) from Exhibit B the payment is for. If a single payment is for more than one budget task, break the invoice out onto multiple lines to report the amount paid for each task. Award Amount $ Project Ratio Grant Funds: % / Cash Match: % PAYEE NAME whom you paid BUDGETED TASK as listed in Exhibit B of Contract DATE PAID CHECK # AMOUNT PAID I hereby certify that all expenses reported above have been PAID and that all of the information is correct and that any false or misrepresented information may require immediate repayment of any or all funds. 1st Interim Financial Report Total 2nd Interim Financial Report Total Final Financial Report Total Project Total Step 4) Additional Information: Project is estimated __________% Complete Interest Earned: $____________ Step 5) Signature: _______________________________________________________ Grant Recipient Organization Signatory Date FOR SHF USE ONLY ____________________ Review ___________________ QC ___________________ Approved Page 186 PUBLIC WORKS Report To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Vanessa Solesbee, CAPP, CCTM, Mobility Services Manager Greg Muhonen, PE, Public Works Director Date: September 27, 2022 RE: Letter of Support for two Grant Applications to Colorado Department of Transportation for 2023 Capital, Planning, Administrative, Operating, and Mobility Management Transit Projects. Objective: Public Works staff request that the Town Board authorize the Mayor to sign a support letter to the Colorado Department of Transportation (CDOT) for two grant applications as part of the 2023 CDOT Super Call. Present Situation: On July 1, the CDOT Division of Transit and Rail (DTR) issued a Notice of Funding Availability (NOFA) for calendar year 2023. This “Super Call” for FY 2023 projects included all eligible capital, planning, administrative, operating, and mobility management transit projects that CDOT’s Division of Transit and Rail (DTR) can fund with available Federal Transit Administration (FTA) and/or State funds. Public Works staff have prepared three grant applications for the FY 2023 Super Call. The first application was submitted on August 19 with a letter of support from the Town Board (Consent Agenda Item titled “Letter of Support for a Grant Application to CDOT Federal Transit Authority Rural Area Formula Program for Fiscal Year 2023 for Estes Transit Operations and Administration”). The remaining two applications are due on Friday, September 30. Proposal: Public Works staff request that the Town Board authorize the Mayor to sign one support letter to CDOT that covers the remaining two grant applications. The first grant application is for “Other Capital” funds, which covers facilities. Staff is requesting grant funding to move forward with construction of a facility to house the Town’s electric trolley buses. Facility design is at 90%, with a permit application and bid package to follow within weeks. The cost of construction materials and labor have increased significantly for transit projects statewide, with the FTA and CDOT reporting an increase of 30-70% in actual costs versus the original budgeted amounts. According to a cost estimate received on May 6, 2022, from Summit Partners, Ltd., the Page 187 estimated construction cost for the trolley facility is $687,280, which is $311,280 higher (59%) than the original cost estimate of $376,000 developed in 2020. Without additional grant funding, Town staff will not be able to forward to bidding and construction in a timely manner and the Town’s existing electric trolley assets will continue to sit outdoors in harsh, high-elevation elements. The second application is for Federal Transit Administration (FTA) 5304 Planning funds. Staff are proposing to use the FTA 5304 Planning funds to develop a Zero Emission Vehicle (ZEV) Transition Plan. The Bipartisan Infrastructure Law amended the statutory provisions for the Grants for Buses and Bus Facilities Competitive Program (49 U.S.C. § 5339(b)) and the Low or No Emission Program (49 U.S.C. § 5339(c)) to include a requirement that any application for projects related to zero- emission vehicles include a ZEV Transition Plan. Creating a ZEV Transition Plan was prioritized by Public Works staff in the 2023 Town Strategic Plan, and a local match for the Plan will be recommended in the 2023 Town Budget. Staff recommend that the Town pursue a ZEV Transition Plan to ensure that the Town remains eligible for these important FTA grant programs. Advantages: • Capital grant funding would allow the Town to move forward with construction of the electric trolley facility in a timely manner, protecting nearly $1,000,000 in FTA grant- funded trolley vehicles. • Planning grant funding would allow the Town to prepare a ZEV Transition Plan and remain eligible for several important FTA grant programs. • Both applications support the Town Board’s 2023 Strategic Plan, Key Outcome Area: Transportation Item 6.A.2: “Explore funding partnership opportunities for creation of a plan to convert the Town fleet to low or zero emission fuels.” Disadvantages: • Applying for and receiving grant funding involves additional administrative burdens; however, Town staff have recent experience managing a federal grant of this type. Action Recommended: Public Works staff recommends the Town Board authorize the Mayor to sign the support letter to CDOT. Finance/Resource Impact: If awarded, both grants would require a local match. Current Impact: For the Capital grant, a 20% local match is required and the total estimated gap between the trolley facility’s existing construction budget and the updated cost estimate is $311,280. Therefore, the grant application is for $249,024 (80%) with the Town’s required local match at $62,256 (20%), which would come from account #612-000-333.00-00. A letter prepared by Finance Director Hudson on May 9, 2022, indicates that the Town has sufficient funds to cover the local match. This letter was submitted as part of a federal grant application for the same project that was brought to the Town Board for a letter of support on May 24, 2022. This Federal grant application was not successful because the Town does not have a ZEV Transition Plan. Page 188 Future Impact: None anticipated at this time for the Capital grant. Ongoing facility maintenance will be included as part of the Town’s regular annual budget process. Current Impact: For the Planning grant, a 20% local match is required; the total cost of the plan is estimated at $40,000. This budget amount was based on the actual cost of similar plans conducted recently in Aspen and Durango. Therefore, the grant application is for $32,000 (80%), which would require a local match of $8,000 (20%). A local match for the planning grant has been included in the draft 2023 Town budget. Future Impact: None anticipated at this time. Level of Public Interest Public interest in continued transit services for the Town of Estes Park is moderate. Public Works staff briefed the Transportation Advisory Board on about these grant applications at TAB’s regular meeting on September 21. A letter in support of the grant applications was submitted by TAB and is attached. Sample Motion: I move for the approval/denial of support for the Mayor to sign the requested letter of support. Attachments: 1. Town Board Letter of Support for 2023 CDOT Capital and Planning Project Applications Page 189 Board of Trustees 970-577-4777 wkoenig@estes.org 170 MACGREGOR AVE. P.O. BOX 1200, ESTES PARK CO. 80517 WWW.ESTES.ORG September 27, 2022 Grant Review Committee c/o Kim Phi, Transit Programming Specialist FY 2023 Super Call – Capital and Planning Applications Colorado Department of Transportation RE: Letter of Support Dear Mr. Phi & CDOT Grant Selection Committee: The purpose of this letter is to affirm the Town of Estes Park’s Board of Trustees’ support of two FY 2023 Super Call applications that have been submitted by Town staff. On September 30, the Town of Estes Park submitted two grant applications as part of the 2023 Super Call. The first grant application is for “Other Capital” funds, which covers facilities. The Town is requesting grant funding to move forward with construction of the Town’s electric trolley facility. The cost of construction materials and labor have increased significantly for transit projects statewide, with reported increases of 30-70% in actual costs versus original budgeted amounts. According to a cost estimate received on May 6, 2022, from Summit Partners, Ltd., the estimated construction cost for the trolley facility is $687,280, which is $311,280 higher (59%) than the original cost estimate of $376,000 developed in 2020. Without additional grant funding, the project will not be able to move forward into construction in a timely manner and the Town’s existing electric trolley assets will continue to endure the harsh elements. The second application is for Federal Transit Administration (FTA) 5304 Planning funds. The Town is proposing to use the FTA 5304 Planning funds to develop a Zero Emission Vehicle (ZEV) Transition Plan. The Bipartisan Infrastructure Law amended the statutory provisions for the Grants for Buses and Bus Facilities Competitive Program (49 U.S.C. § 5339(b)) and the Low or No Emission Program (49 U.S.C. § 5339(c)) to include a requirement that any application for projects related to zero-emission vehicles include a ZEV Transition Plan. Creating a ZEV Transition Plan was prioritized by Town staff in the 2023 Town Strategic Plan, and a local match for the Plan will be recommended in the 2023 Town Budget. Staff have recommended to the Town Board that the Town pursue a ZEV Transition Plan to ensure that the Town remains eligible for these important FTA grant programs. Attachment 1 Page 190 Board of Trustees 970-577-4777 wkoenig@estes.org 170 MACGREGOR AVE. P.O. BOX 1200, ESTES PARK CO. 80517 WWW.ESTES.ORG CDOT’s favorable consideration of this request is greatly appreciated and will allow Estes Park to protect our grant-funded capital assets – two battery-electric trolley buses – and to continue exploring the transition to zero-emission transit vehicles. Sincerely. Wendy Koenig Mayor Town of Estes Park Page 191 September 22, 2022 Grant Review Committee c/o Kim Phi, Transit Programming Specialist FY 2023 Super Call – Capital and Planning Applications Colorado Department of Transportation RE: Letter of Support Dear Mr. Phi & CDOT Grant Selection Committee: On behalf of the Town of Estes Park’s citizen member Transportation Advisory Board (TAB), please accept our enthusiastic support of two FY 2023 Super Call Grant Applications submitted by the Town of Estes Park. We, the local citizen members of the TAB, support the first grant application request for “Other Capital” funds, to be used to fill an identified financial gap in the construction of critical infrastructure that will protect the FTA awarded Electric Trolleys. In 2018, the Town of Estes Park was awarded two Electric Trolleys for our community’s seasonal transit, Estes Park Transit. The TAB is interested in protecting these valuable assets. Estes Park climate and seasonal harsh weather impacts the integrity of the electric trolleys that continue to be stored outside. The current request for FTA funds would be used to construct two large vehicle bays, one for each trolley, which would protect the vehicles from weathering, vandalism, and non-use periods during harsh winter months. The facility protection would contribute to the longevity of the vehicle’s battery life as our temperatures can be extreme. TAB encourages good stewardship of existing Town resources, and the facility would provide this need. We also support the second grant application request for FTA 5304 funds to develop a Zero Emission Vehicle (ZEV) Transition Plan. Electrification of our transit fleet has begun, and creating a ZEV Transition Plan was prioritized by Town staff in the 2023 Town Strategic Plan. Visitors and residents alike enjoy the zero-emission electric trolley in Downtown Estes Park, and TAB supports a Transition Plan to help Estes Transit continue to provide excellent service and make any future deployments of electric vehicles successful. CDOT’s favorable consideration of these requests is greatly appreciated and will allow Estes Park to continue providing a safe, efficient, and well-maintained transit system for the benefit of our local community and guests. We hope that you find our support of this application favorable as citizens of the Transportation Advisory Board. Kristen Ekeren Vice Chair Town of Estes Park Transportation Advisory Board Received 2022-09-26 Page 192 _gt----11 - TOWN OF ESTES P� September 30, 2022 Grant Review Comm ittee c/o Kim Phi, Transit Programming Specialist FY 2023 Super Call -Capital and Planning Applications Colorado Department of Transportation RE: FY 2023 CDOT Super Call -Town of Estes Park Local Match Availability Dear Mr. Phi & CDOT Grant Selection Committee: I hereby certify that the Town of Estes Park is prepared to obligate funds to provide the 20% percent cost share funding requirements for the FY 2023 COOT Super Call Planning Grant Application, if awarded. Due to its recent investment in two battery electric trolley buses and desire to remain eligible for future Federal and State grant funding opportunities related to zero emission vehicles and infrastructure, the Town of Estes Park has identified a Zero Emission Fleet Transition Plan as part of its 2023 Town Board Strategic Plan. A project budget of $50,000 has been included in the draft 2023 Town Budget, which will be presented to the Town Board in a series of public meetings in September, October and November. The Town has sufficient resources to budget for the required local grant match and will follow proper appropr iation processes to obligate the funds including authorization from the Board of Trustees of an upcoming budget amendment, if awarded. Should you have any comments, please feel free to contact me at your convenience. �� Duane Hudson Finance Director/ Treasurer 170 MACGREGOR A VE. Finance Department P.O. BOX 1200, ESTFS PARK CO. 80517 WWW.ESTES.ORG 970-577-3560dhudson@estes.org Received 2022-09-27 Page 193       Page 194 PUBLIC WORKS Memo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: David Hook, PE, Engineering Manager Greg Muhonen, PE, Public Works Director Date: September 27, 2022 RE: Letters of Support for Grant Applications to Colorado Department of Transportation and Colorado Parks and Wildlife for Fall River Trail Construction PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER Letters of Support QUASI-JUDICIAL YES NO Objective: Brief the Town Board and obtain authorization for the Mayor to sign two letters of support: the first for an application to Colorado Department of Transportation (CDOT) for a 2022 Transportation Alternatives Program (TAP) grant, and the second for a grant application to Colorado Parks and Wildfire (CPW) for a 2022 Land and Water Conservation Fund (LWCF) grant. Both grants would fund Fall River Trail (FRT) construction. Present Situation: In recent years, the Town has been awarded several grants to construct extensions of the 2.5-mile FRT to establish a multimodal connection between downtown Estes Park and Rocky Mountain National Park (RMNP). Related grant awards included one from the 2020 TAP (scheduled to go to construction in 2022) and another from the 2017 LWCF (constructed in 2020). These new TAP and CPW-LWCF grant applications will propose to fund construction of the final segment (approximately 0.7 miles) of the FRT alignment, closing the unfunded and unconstructed gap in the trail. If awarded, this grant and encumbrance would allow final design and clearances to be completed in 2023 or 2024, with bidding/construction to be completed in 2024 or 2025. A final award of $1,438,557 is pending for the 2022 Multimodal Transportation and Mitigation Options Fund (MMOF) grant, which will also contribute to constructing this FRT segment. Proposal: Public Works staff seek Town Board support of these two grant applications to close Page 195 the gap on the FRT alignment. The grant applications are due in October 2022. Advantages: • Supporting this grant application will provide the opportunity to be awarded additional federal funds to complete the FRT project, establishing an uninterrupted path—off busy roadways—for pedestrians and bicyclists to safely travel between downtown and RMNP. • Staff have good experience managing this type of Federal grant funding, including an understanding of the use and reporting requirements of these funds. Disadvantages: Both grants require a local cost share (TAP, 20%; LWCF, 1:1). However, the Town has sufficient resources to budget for the required local grant match and will, if awarded, follow proper appropriation processes to obligate the funds. Action Recommended: Authorization for the Mayor to sign the two attached letters of support for the CDOT- TAP and CPW-LWCF grant applications. Finance/Resource Impact: The proposed 2023 budget already includes $3,002,167 in funding for this segment of FRT ($2 million in anticipated grants, and the balance as required match and overmatch). Public Works staff propose to utilize three funding sources for these applications: • Local funds from Larimer County Open Space Fund (Fund 220: sales tax revenue from Larimer County). • Local funds from the Trails Expansion Fund (Fund 244: Estes Park 1A Sales Tax Initiative). • 2022 MMOF grant funds (final award pending) and 2022 TAP grant funds (application submittal pending) since grant regulations allow each grant to be used as match requirements for the other. Public Works staff anticipate that the final blend of grant and local funding will be accommodated within the components of the FRT line item in the proposed 2023 budget. Based on the final blend of grant funding and required match funding, it may be necessary to modify this project line item in 2023. Finance Director Hudson provided letters to accompany the grant applications. These letters confirm that the Town has sufficient resources to budget for the required local grant match and will follow proper appropriation processes to obligate the funds; including, if awarded, authorization from the Board of Trustees through the upcoming 2023 budget approval or a future budget amendment. Future Ongoing Impacts: Future ongoing expenditures for trail maintenance will be accounted for in the annual Parks budget in a manner similar to other Town trails. Page 196 Future One-Time Impacts: This item is not expected to significantly impact other future one-time costs. Level of Public Interest Public interest is expected to be low. Sample Motion: I move to approve/deny authorization for the Mayor to sign letters of support for the proposed CDOT 2022 TAP and the proposed CPW-LWCF grant applications. Attachments: 1. Town Board Letter of Support for CDOT-TAP Grant Application 2. Town Board Letter of Support for CPW-LWCF Grant Application 3. Finance Director Letter of Support for CDOT-TAP Grant Application 4. Finance Director Letter of Support for CPW-LWCF Grant Application Page 197 Board of Trustees 970-577-4777 wkoenig@estes.org 170 MACGREGOR AVE. P.O. BOX 1200, ESTES PARK CO. 80517 WWW.ESTES.ORG September 27, 2022 Josie Hadley, Region 4 Planning Manager Colorado Department of Transportation 10601 West 10th St Greeley, CO 80634 RE: Letter of Support for CDOT-TAP Grant Dear Ms. Hadley: On behalf of the Town of Estes Park’s Board of Trustees, please accept this letter in support of the Town’s application to the Colorado Department of Transportation (CDOT) for a Transportation Alternatives Program (TAP) grant to fund Fall River Trail construction. At a Town Board meeting on September 27, 2022, the Board authorized me, as Mayor, to sign this support letter and the Town acknowledges that a 20% local cost share is required, if awarded. In recent years, the Town has been awarded several grants to construct extensions of the Fall River Trail to connect downtown Estes Park with Rocky Mountain National Park (RMNP), including grants from the TAP and Multimodal Transportation and Mitigation Options Fund (MMOF) program. The 2020 TAP and MMOF awards are expected to go to construction in 2022. The 2022 TAP grant application proposes to partner with a 2022 CDOT-MMOF grant and a Colorado Parks and Wildlife’s Land and Water Conservation Fund (CPW-LWCF) grant to fund construction of the final segment of the Fall River Trail alignment. Estes Park, a community of only 6,000 full-time residents, hosts millions of people each year who visit our historic village and our neighbor, Rocky Mountain National Park (RMNP), the fifth most-visited national park in our country in 2021. As a small, rural town whose occupancy increases exponentially over the course of several months, we rely on assistance from Federal and State funding sources to accommodate visitors, seasonal workers, and residents alike. Connecting downtown Estes Park with RMNP via a multimodal trail will provide more opportunities for all to enjoy our wonderful mountain environment while on foot or bicycle instead of vehicle use which contributes to traffic congestion and air pollution. The Town Board expresses its gratitude to CDOT for the opportunity to pursue additional financial assistance to complete this worthwhile project. Serving millions of people each guest season is a responsibility that the Board takes seriously, and our trail system is a vital Attachment 1 Page 198 Board of Trustees 970-577-4777 wkoenig@estes.org 170 MACGREGOR AVE. P.O. BOX 1200, ESTES PARK CO. 80517 WWW.ESTES.ORG part of the Estes Valley’s access management strategy. As a premier national and global destination, we welcome this partnership to improve our infrastructure for residents and guests as a place to live, work, or visit. Favorable consideration of this application would be greatly appreciated. Sincerely, Wendy Koenig Mayor, Town of Estes Park cc: David Hook, Engineering Manager, Town of Estes Park Page 199 Board of Trustees 970-577-4777 wkoenig@estes.org 170 MACGREGOR AVE. P.O. BOX 1200, ESTES PARK CO. 80517 WWW.ESTES.ORG September 27, 2022 Chrystal Read, Federal Grants Administrator Colorado Parks and Wildlife, State Trails Program 13787 US Hwy 85 N Littleton, CO 80125 RE: Letter of Support for CPW-LWCF Grant Dear Ms. Hadley: On behalf of the Town of Estes Park’s Board of Trustees, please accept this letter in support of the Town’s application to the Colorado Parks and Wildlife (CPW) for a Land and Water Conservation Fund (LWCF) grant to fund Fall River Trail construction. At a Town Board meeting on September 27, 2022, the Board authorized me, as Mayor, to sign this support letter and the Town acknowledges that a 1:1 local cost share is required, if awarded. In recent years, the Town has been awarded several grants to construct extensions of the Fall River Trail to connect downtown Estes Park with Rocky Mountain National Park (RMNP), including a LWCF grant from CPW. The 2017 CPW-LWCF grant funded construction in 2020. The 2022 CPW-LWCF grant application proposes to partner with two Colorado Department of Transportation (CDOT) grants to fund construction of the final segment of the Fall River Trail alignment. Estes Park, a community of only 6,000 full-time residents, hosts millions of people each year who visit our historic village and our neighbor, Rocky Mountain National Park (RMNP), the fifth most-visited national park in our country in 2021. As a small, rural town whose occupancy increases exponentially over the course of several months, we rely on assistance from Federal and State funding sources to accommodate visitors, seasonal workers, and residents alike. Connecting downtown Estes Park with RMNP via a multimodal trail will provide more opportunities for all to enjoy our wonderful mountain environment while on foot or bicycle instead of vehicle use which contributes to traffic congestion and air pollution. The Town Board expresses its gratitude to CPW for the opportunity to pursue additional financial assistance to complete this worthwhile project. Serving millions of people each guest season is a responsibility that the Board takes seriously, and our trail system is a vital part of the Estes Valley’s access management strategy. As a premier national and global Attachment 2 Page 200 Board of Trustees 970-577-4777 wkoenig@estes.org 170 MACGREGOR AVE. P.O. BOX 1200, ESTES PARK CO. 80517 WWW.ESTES.ORG destination, we welcome this partnership to improve our infrastructure for residents and guests as a place to live, work, or visit. Favorable consideration of this application would be greatly appreciated. Sincerely, Wendy Koenig Mayor, Town of Estes Park cc: David Hook, Engineering Manager, Town of Estes Park Page 201 September 27, 2022 Josie Hadley, Region 4 Planning Manager Colorado Department of Transportation 10601 West 10 th St Greeley, CO 80634 RE: Letter of Support for COOT-TAP Grant Dear Ms. Hadley: I hereby certify that the Town of Estes Park is prepared to obligate funds to provide the 20% cost share funding requirements for a Colorado Department of Transportation-T ransportation Alternatives Program (COOT-TAP) grant, if awarded. The Town of Estes Park has identified the Fall River Trail as a trail priority for the Town. In recent years, the Town has authorized project budgets totaling over $4M for Fall River Trail design and construction. This includes the 2020 CDOT-T AP grant awarded for Fall River Trail. The Town has sufficient resources in our Larimer County Open Space Fund and our Trails Expansion Fund to budget for the required local grant match and will follow proper appropriation processes to obligate the funds, including authorization from the Board of Trustees through the 2023 budget approval or a future budget amendment, if awarded. Should you have any comments, please feel free to contact me at your convenience. Sincerely, �� Finance Director/ Treasurer CC: David Hook, PE, Engineering Manager 170 MACGREGOR AVE, P.O. BOX 1200, ESTES PARK CO. 80517 Finance Department WWW.ESTES.ORG 970-577-3560dhudson@estes.org Attachment 3 Page 202 September 27, 2022 Chrystal Read, Federal Grants Administrator Colorado Parks and Wildlife, State Trails Program 13787 US Hwy 85 N Littleton, CO 80125 RE: Letter of Support for CPW-LWCF Grant Dear Ms. Hadley: I hereby certify that the Town of Estes Park is prepared to obligate funds to provide the 50% (I: 1) cost share funding requirements for a Colorado Parks and Wildlife Land and Water Conservation Fund (CPW-L WCF) grant, if awarded. The Town of Estes Park has ident ified the Fall River Trail as a trail priority for the Town. In recent years, the Town has authorized project budgets totaling over $4M for Fall River Trail design and construction. This includes the 2017 CPW-L WCF grant awarded for Fall River Trail. The Town has sufficient resources in our Larimer County Open Space Fund and our Trails Expansion Fund to budget for the required local grant match and will follow proper appropriation processes to obligate the funds, including authorization from the Board of Trustees through the 2023 budget approval or a future budget amendment, if awarded. Should you have any comments, please feel free to contact me at your convenience. Sincerely, �� Duane Hudson Finance Director/ Treasurer CC: David Hook, PE, Engineering Manager 170 MACGREGOR A VE. P.O. BOX 1200, ESTES PARK CO. 80517 Finance Department WWW.ESTES.ORG 970•577-3560 dhudson@estes.org Attachment 4 Page 203       Page 204 TOWN ATTORNEY Memo To: From: Date: RE: Honorable Mayor Koenig Board of Trustees Dan Kramer, Town Attorney September 27, 2022 Resolution 78-22 Approving an Intergovernmental Agreement with the Estes Park Local Marketing District Regarding November 2022 Election Costs (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER______________ QUASI-JUDICIAL YES NO Objective: The Estes Park Local Marking District (LMD) has set ballot language for the November election to expand upon the existing lodging tax in order to support access to workforce housing and childcare services. The LMD has also approved an intergovernmental agreement (IGA) with Larimer County to place the measure on the coordinated ballot. Under the Town’s existing IGA with the LMD, the Town Clerk will serve as the designated election official for the election. The Town and LMD wish to enter into this supplemental IGA for the November 2022 election to clarify roles and responsibilities regarding costs and ancillary matters. Present Situation: The ballot measure is set for the November 2022 election. Proposal: This IGA will facilitate the election by outlining roles and responsibilities. The IGA confirms that the LMD will pay the election costs, except that the Town will pay any incidental costs it incurs in assisting the LMD through the process. If the ballot measure passes, all these costs would be reimbursable from the new tax revenues. The reimbursement would cover all costs of preparing the issue for the election, including the LMD’s costs in running the community task force it convened. Advantages: •The Town is required by statute to assist the LMD with the election. •The IGA will assist in the coordinated election process by clarifying each party’s roles. Disadvantages: •Costs reimbursed by the tax revenues would not be available for other purposes. Page 205 Action Recommended: Approve the IGA between the Town and the LMD. Finance/Resource Impact: Unquantified positive impact of reimbursing Town administrative costs for activities the Town is required to undertake regardless. Level of Public Interest High interest in the tax measure; likely low interest in this IGA. Sample Motion: I move for the approval/denial of Resolution 78-22. Attachments: 1.Resolution 78-22 2.Intergovernmental Agreement Page 206 RESOLUTION 78-22 APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE ESTES PARK LOCAL MARKETING DISTRICT REGARDING NOVEMBER 2022 ELECTION COSTS WHEREAS, House Bill 2022-1117 was recently enacted which made certain amendments to the Local Marketing District statutes to allow for the use of lodging tax funds to support access to workforce housing and childcare services, subject to voter approval; and WHEREAS, the Estes Park Local Marketing District has set a ballot measure for the November 2022 election to expand its lodging tax in this way, and the Town of Estes Park is required by statute to assist with the election and will thereby incur costs; and WHEREAS, the Town Board wishes to enter the intergovernmental agreement referenced in the title of this resolution for the purpose of clarifying the roles and responsibilities of each party in the election on this measure. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the agreement referenced in the title of this resolution in substantially the form now before the Board. DATED this day of , 2022. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 1 Page 207 INTERGOVERNMENTAL AGREEMENT THIS INTER GOVERNMENTAL AGREEMENT by and between the ESTES PARK LOCAL MARKETING DISTRICT, a Colorado local markecing district, hereinafter referred to as the "L�ID", and the TOWN OF ESTES PARK, COLORADO, a Colorado statutory town, hereinafter referred to as the "Town", is effective the� day of S e_,eht.vt�✓ 2022. The J }-,,JD and the Town may be referred to herein individually as a "Party" or collectively as the "Parcies". WITNESSETH: WHEREAS, the LMD is a local markccing district organized to provide the services set forth in Section 29-25-111 (l)(e)(l), C.R.S.; and WHEREAS, the Ui!D was created pursuant to the provisions of Seccion 29-25-101 et seq. C.R.S. ("LMD Statutes") and the Intergovernmental Agreement dated August 26, 2008 and all amendments thereto between the Town and Larimer County (the "County"); and WHEREAS, House Bill 2022-1117 was recently enacted which made certain amendments to the LMD Statutes to allow for the use of lodging tax funds to support access to workforce housing and childcare services, subject to voter approval; and WHEREAS, the LMD, the Town, and the County have determined that it is in the best interest of the communicies served by the u,,rD to seek approval of an adclicional lodging tax in the upcoming November 2022 coordinated election in order to support access to workforce housing and childcare services within the LMD's service area; and WHEREAS, as contemplated by the LMD Statutes, the Town will assist in placing the LMD lodging tax measure on the November 2022 coordinated election ballot and the County will oversee the coordinated clcccion as required by law; and WHEREAS, in recognition of the costs associated with preparing the ballot measure and supporting the election process, the LMD and Town agree that if the lodging tax ballot measure is approved by voters that each encity shall be reimbursed for all cleccion costs, including those costs paid to the County for coordinating the cleccion, from the inicial proceeds of the new lodging tax. NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE, AND THE COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: 1. Preamble. The Parcies acknowledge that the recitals set forth above arc true and correct, and those recitals arc hereby incorporated into this Agreement. Attachment 2 Page 208 2.Election. The Parties agree to work in good faith on all processes and legal requirements to ensure the suhmission of a ballot measure to be included in the November 2022 coordinated election for an additional lodging tax to support workforce housing and childcare services, as permitted by the LMD Statutes. The election shall be carried out as required by the u,,rD Statutes, the Uniform Election Code of 1992, and all laws amendatory thereof or supplementary thereto. 3.Election Costs. The Li\ID shall be primarily responsible for the election costs as set forth in the County Clerk and Recorder's coordinated election agreement. The Town shall be responsible for any costs it incurs associated with supporting the UVID in the election process, as contemplated by the LMD Statutes or as otherwise set forth in the County Clerk and Recorder's coordinated election agreement. If the additional lodging tax measure is approved by voters, the I ,MD and Town shall be reimbursed for all costs associated with the election process, including but not limited to costs associated with establishing and coordinating the community task force that was created to inform the proposed measure and election rjmelinc, upon receipt of the additional lodging tax revenue. 4.Annual Appropriation. Nothing herein shall constitute a multiple fiscal year obligation pursuant to the Colorado Constitution, Article X, Section 20. :---Jot-withstanding any other provision of this Agreement, each Party's obLigations under this Agreement arc subject to annual appropriation by the Party. Any failure of a Party to annually appropriate adequate monies to finance the Party's obligations under this 1\greement shall enable any Party Lo terminate this Agreement at such time as such then-existing appropriations are depleted. Written notice shall be given by the non-appropriatfog Party promptly to the ot.hcr Parties of the failure to appropriate adequate monies. 5.Notices. All notices or other communicarjon hereunder shall be deemed given when personally delivered or after the lapse of five (5) business clays following mailing by certified mail, postage prepaid, address as follows: ESTES PARK LOCAL MARKETING DISTRICT Attn: Chairperson Post Office Box 4426 Estes Park, CO 80517 TOWN OF ESTES PARK Attn: Town Administrator Post Office Box 1200 Estes Park, CO 80517 11.Relationship of the Parties. The Panjes enter into this Intergovernmental A greement as separate and independent entities and shall maintain such status throughout the term of this Intergovernmental Agreement. 2 Page 209 12.Governmental Immunity. '.'---lathing contained herein shall be construed as a waiver or modification of the rights afforded to either Party under the Coloradu Governmental Immunity Act and subsequent amendments thereto, or any other applicable law. 13.Indemnification. To the extent permissible by law, the LMD shall indemnify, protect, defend and hold harmless the TO\vn and its respective employees, agents, and elected and appointed officials, from anv and all claims, losses or damages incurred in connection with the imposition or implementation of the additional lodging tax or the services to be provided by the Town pursuant to this Intergovernmental Agreement. Such indemnificatiun shall include reasonable atturney's fees and costs. 14.Governing Law in Effect. This Intergovernmental Agreement shall be governed bv and construed under the laws of the State of Colorado. 15.Venue. Venue for all purposes shall be deemed proper in the District Court of Larimer County, Colorado. 16.Entire Agreement of the Parties. The recitals and provisions contained herein represent the entire agreement of the Parties, and shall be binding upon the Parties hereto and their successors. [ 7. Amendment. No amendment or other modification of this Intergovernmental Agreement shall be valid unless pursuant to a written instrument signed by the Parties. 18.Assignment. The benefits and burdens under this Intergovernmental Agreement may not be assigned by either Party without the written consent of the other. 19.Severability. If any provision of this Intergovernmental Agreement is deemed unenforceable or \'oid by a court of competent jurisdiction, such provision shall be deemed severable and the remainder of this Intergovernmental Agreement shall conrjnue in full force and effect. 20.Counterparts. This Intergovernmental Agreement may be executed in any number of counterparts, each of \Vhich shall be deemed to be an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows] 3 Page 210 IN WITNESS WHEREOF, the Parties hereto have caused trus Intergovernmental Agreement to be executed as of the date first written above. ATTEST: McShan Walker Secretary ATTEST: Town Clerk APPROVED AS TO FORlvI: Town Attorney Email: mwalker@visitestespark.com ESTES PARK LOCAL MARKETING DISTRICT TOWN OF ESTES PARK By:-------------­ Mayor 4 Page 211       Page 212 September 2, 2022 Jackie Williamson, Clerk Town of Estes Park P.O. Box 1200 Estes Park, CO 80517 RE: Library District - Board Appointment Recommendation of Lynn Lawson Dear Ms. Williamson: The Estes Valley Public Library District has one opening on its Board of Trustees in 2023. With this letter, we would like to recommend that the Library District’s appointing bodies reappoint Lynn Lawson to the Estes Valley Library Board of Trustees. About the candidate: Ms. Lawson has served on the Library Board for one year, having completed Liz Zornes’ unfinished term from January 1, 2021 - December 31, 2022. In that time she has been Vice-President, serving on the Government Affairs committee, and the Library’s Community Needs Assessment task force. Ms. Lawson has had extensive experience both in business and on nonprofit boards. Hailing from Omaha, Lynn served on the area’s Opera, Chamber and Girl Scout boards. Her prior non-profit experience includes strategic planning, marketing, and officer roles. We recommend the re-appointment of Lynn Lawson to the Estes Valley Public Library District Board of Trustees, for her first full term, beginning January 1, 2023 and ending on December 31, 2026. The Library Board of Trustees respectfully requests that the Town of Estes Park Board of Trustees approve this appointment at its earliest convenience. Sincerely, Claudine Perrault, Director cc: Larimer County Board of County Commissioners PO Box 1687, 335 East Elkhorn Avenue, Estes Park, CO 80517 970-586-8116 | estesvalleylibrary.org Page 213       Page 214 TOWN ADMINISTRATOR’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees From: Town Administrator Machalek Date: September 27, 2022 RE: Estes Park Housing Authority Board of Commissioners Expansion (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER: Discussion Item QUASI-JUDICIAL YES NO Objective: Town Board discussion of a request by the Estes Park Housing Authority (EPHA) to expand the Board of Commissioners of the Authority from five (5) to “up to seven (7)” members. Present Situation: The Town of Estes Park established the number of Commissioners that serve on the Board of Commissioners of the Estes Park Housing Authority (EPHA) at five (5) in 2000 (Ordinance 4-00). In the intervening years, the number and diversity of housing stakeholders in Estes Park has grown significantly while the size of this Board has stayed the same. Proposal: EPHA has requested that the Town Board consider expanding the size of the Board of Commissioners from five (5) to “up to seven (7)” members. This expansion would allow more representation from the diverse group of housing stakeholders in Estes Park while providing flexibility on the total number of members in case the additional two seats are hard to fill. Action Recommended: Staff recommends the Board discuss the Housing Authority request and provide direction to staff on any change desired. Finance/Resource Impact: No direct costs to the Town of Estes Park. Level of Public Interest Low Page 215       Page 216 TOWN CLERK’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees Town Administrator Machalek From: Jackie Williamson, Town Clerk Date: September 27, 2022 RE: Resolution 79-22 Liquor Licensing: New Lodging and Entertainment Liquor License Application for Della Terra LLC dba Della Terra Events, 3501 Fall River Road, Estes Park, Colorado (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER______________ QUASI-JUDICIAL YES NO Objective: Approval of a new Lodging and Entertainment liquor license located at 3501 Fall River Road. Application filed by Della Terra LLC dba Della Terra Events. A separate application will also be considered for a separate Hotel and Restaurant liquor license on the property to serve the hotel space only. Present Situation: An application for a new Lodging and Entertainment liquor license was received by the Town Clerk’s office on August 26, 2022. All necessary paperwork and fees were submitted; please see the attached Procedure for Hearing on Application – New Liquor License for additional information. The applicant is aware of the Town Board’s Training for Intervention Procedures (TIPS) requirement and have owned and operated Della Terra Mountain Chateau with a Tavern license since 2009 and have completed TIPS training in the past. An Affidavit of Surrender was submitted with the application package. The current Tavern license covers the entire property and will be replaced by a Hotel and Restaurant license for the Della Terra Mountain Chateau (hotel) side of the property and separate liquor license for a Lodging and Entertainment license for Della Terra Events (event/reception) side of the property. The two licenses are separated physically with a main door guarded during events. See the attached diagrams for more information on the separate liquor areas served by each liquor license. Proposal: To present the application for the Liquor Licensing Authority review and consideration for a new Lodging and Entertainment liquor license. Page 217 Advantages: Approval of the license provides the business owner with the opportunity to operate a liquor-licensed establishment in the Town of Estes Park. Disadvantages: The owner is denied a business opportunity to serve alcohol to patrons. Action Recommended: Approval of the new Lodging and Entertainment Liquor License at 3501 Fall River Road, Estes Park, Colorado, filed by Della Terra LLC dba Della Terra Events. Finance/Resource Impact: The fee paid to the Town of Estes Park for a new Lodging and Entertainment Liquor license is $1319. The fee covers the administrative costs related to processing the application, background checks, and business licensing. In addition, the annual renewal fee payable to the Town of Estes Park for a Lodging and Entertainment Liquor license is $869. Level of Public Interest Low. Sample Motion: I move to approve/deny Resolution 79-22. Attachments: 1. Procedure for Hearing 2. Resolution 79-22 3. Application 4. Individual History 5. Police Report Page 218 1 July 2002 PROCEDURE FOR HEARING ON APPLICATION NEW LIQUOR LICENSE 1.MAYOR. The next order of business will be the public hearing on the application of Della Terra LLC dba Della Terra Events for a new Lodging and Entertainment Liquor License located at 3501 Fall River Drive, Estes Park, Colorado. At this hearing, the Board of Trustees shall consider the facts and evidence determined as a result of its investigation, as well as any other facts, the reasonable requirements of the neighborhood for the type of license for which application has been made, the desires of the adult inhabitants, the number, type and availability of liquor outlets located in or near the neighborhood under consideration, and any other pertinent matters affecting the qualifications of the applicant for the conduct of the type of business proposed. OPEN PUBLIC HEARING 2.TOWN CLERK. Will present the application and confirm the following:  The application was filed August 26, 2022.  At a meeting of the Board of Trustees on September 13, 2022, the public hearing was set for 7:00 p.m. on Tuesday, September 27, 2022.  The neighborhood boundaries for the purpose of this application and hearing were established to be 5.95 miles.  The Town has received all necessary fees and hearing costs.  The applicant is filing as a Limited Liability Company.  The property is zoned A - Accommodations which allows this type of business as a permitted use.  The notice of hearing was published on September 16, 2022 .  The premises was posted on September 12, 2022 . Attachment 1 Page 219 2  There is a police report with regard to the investigation of the applicant.  Status of T.I.P.S. Training: Unscheduled Scheduled * X Completed  There is a map indicating all liquor outlets presently in the Town of Estes Park available upon request. 3. APPLICANT.  The applicants will be allowed to state their case and present any evidence they wish to support the application. 4. OPPONENTS.  The opponents will be given an opportunity to state their case and present any evidence in opposition to the application.  The applicant will be allowed a rebuttal limited to the evidence presented by the opponents. No new evidence may be submitted. 5. MAYOR.  Ask the Town Clerk whether any communications have been received in regard to the application and, if so, to read all communication.  Indicate that all evidence presented will be accepted as part of the record.  Ask the Board of Trustees if there are any questions of any person speaking at any time during the course of this hearing.  Declare the public hearing closed. 6. SUGGESTED MOTION: I move that Resolution XX-22 be approved/denied for a new Lodging and Entertainment liquor license for the Della Terra LLC dba Della Terra Events at 3501 Fall River Drive, Estes Park, Colorado. Page 220 RESOLUTION 79-22 A RESOLUTION PERMITTING A NEW LODGING AND ENTERTAINMENT LIQUOR LICENSE APPLICATION FOR DELLA TERRA LLC DBA DELLA TERRA EVENTS WHEREAS, the Town Board of Trustees acting in their capacity as the Liquor Licensing Authority for the Town of Estes Park held a public hearing on September 27, 2022 for a New Lodging and Entertainment Liquor License, filed by Della Terra LLC dba Della Terra Events, 3501 Fall River Drive, Estes Park, Colorado; and WHEREAS, C.R.S. § 44-3-301(2)(a) requires the licensing authority shall consider the reasonable requirements of the neighborhood, the desires of the adult inhabitants, and all other reasonable restrictions that are or may be placed upon the neighborhood by the local licensing authority; and WHEREAS, the Board of Trustees finds that the reasonable requirements of the neighborhood are not met by the present liquor outlets in the neighborhood and that the desires of the adult inhabitants are for the granting of this liquor license. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The new Lodging and Entertainment Liquor License, filed by Della Terra LLC dba Della Terra Events, 3501 Fall River Drive, Estes Park, Colorado be approved. DATED this day of , 2022. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 2 Page 221 DR 8404 (12/29/21) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 □New License [.81 Colorado Liquor Retail License Application New-Concurrent □ Transfer of Ownership □ State Property Only . All answers must be printed in black ink or typewritten . Applicant must check the appropriate box(es) . Applicant should obtain a copy of the Colorado Liquor and Beer Code: SBG.Colorado.gov/Liquor D Master file ....... -·-�--~�--- 1. Applicant is applying as a/an D Individual [.81 Limited Liability Company Association or Other D Corporation □ Partnership (includes Limited Liability and Husband and Wife Partnerships) 2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation FEIN Number Della Torra LLC 2a. Trade Name of Establishment (OBA) Della Terra Events 84-1674614 I·state Sales Tax Number Busine:s �e:epho�e _ -- ._:.L __ . ____ ·---··---·····-···· 3. Address of Premises (specify exact location of premises, include suite/unit numbers) --� l t(,-2":,()\ 3501 Fall River Rd City County Slate ZIP Code Estes Park Larimer co 80517 4. Mailing Address (Number and Street)City or Town State ZIP Code 3501 Fall River Rd Estes Park co 80517 5.Ernail Address marty@dellaterramountainchateau.com 6. If the premises currently has a liquor or beer license, you must answer the following questions Present Trade Name of Establishment (DBA) I Present State License Number I Present Class of License Present Expiration Date Section A Nonrefundable Application Fees* D Application Fee for New License .. ... .............. $1, 100.00 � Application Fee for New License w/Concurrent Review ... ········$1,200 .00 D Application Fee for Transfer ............ .. ...... .............. ........ .... $1, 100.00 Section B Liquor License Fees' D Add Optional Premises to H & R ........ $100.00 X Total D Add Related Facility to Resort Complex$75.00 X Total D Add Sidewalk Service Area ........... ....................... ...... ...................... $75.00 D Arts License (City) ........... ............... ................ ............. $308.75 D Arts License (County) . ..... ........ . ................................. . ......... $308.75 D Beer and Wine License (City) .... ............ ..................... . ..................... $351.25 D Beer and Wine License (County) .. ................ .................................. . $436.25 D Brew Pub License (City) .. ................. .............. . .... ........ $750.00 D Brew Pub License (County) ... ........... ... ··········· ...... . .............. . ........ $750.00 D Campus Liquor Complex (City) ..... .... .......... ... . ... . . . . . . . . . . . . . ' . . ... S500.00D Campus Liquor Complex (County). ............... , ... ....... ..... . ... $500.00 D Campus Liquor Complex (State) ....... ..................... . ......... $500.00 D Club License (City) .. . .. $308.75 D Club License (County) . . ........ $308.75 D Distillery Pub License (City) . . . . ' . . . ·•·· $750.00 D Distillery Pub License (County) ... , .. ,, .......................... ... ,,, .... , ....... .... $750.00 D Hotel and Restaurant License (City) ............................ .. ............... $500.00 D Hotel and Restaurant License (County) ............................................ $500.00 D Hotel and Restaurant License w/one opt premises (City) ................. $600.00 D Hotel and Restaurant License w/one opt premises (County) ............ $600.00 D Liquor-·Licensed Drugstore (City) ................. ... , ' ....... . ············"'·'••· $227.50 Section B (Cont.) Liquor License Fees* D Liquor-Licensed Drugstore (County) . ... S312.50 12<'] Lodging & Entertainment - L&E (City) . .......... ............ S500.00 D Lodging & Entertainment - L&E (County) . $500 00 D Manager Registration - H & R .. .$75.00 D Manager Registration - Tavern .. ······$75.00 D Manager Registration -Lodging & Entertainment.. ... S75.00 D Manager f�egistration -Campus Liquor Complex ······················ ........ $75.00 D Optional Premises License (City) . ......... D Optional Prernrses License (County) .. lJ Racetrack License (City) .. ..,., .................. D Racetrack License (County) ... D Resort Complex License (City) ... D Resort Complex License (County) .. . ........ D Related Facility -Campus Liquor Complex (City) .. ......... $500.00 . ......... $500.00 . .... S500.00 ..$500 .00 . ...... $500.00 . .......... S500.00 . ............... S160.0 0 D Related Facility -Campus Liquor Complex (County) .. . ............... $16000D Related Facility -Campus Liquor Complex (Stale) .. D Retail Gaming Tavern License (City) .. [J Retail Gaming Tavern License (County) [J Retail l.rquor Slorc Lrcense--Additiomil (City) .. . [J Retail Liquor Store License--Ar!drt1onal (County) ... [] Retail Liquor Store (City) ............. ,,., .................. ................. D Retail Liquor Store (County) ................ ............... .. ........ . .. . ........... $160.00 . ........ $500.00 .. ... $500.00 . $227.50 . S312.50 .., ............ $227.50 ··············"$312.50 D Tavern License (City) ............................ .......... , .............. .. , . ............. $500.00 D Tavern License (County) ................................. ............. , .. iJ Vintners Restaurant License (City) ................. ...... ....... D Vintners Restaurant License (County). .............. ...... ,., ...... ---.. --·--··---··------____ ........ "'····-··"-·-------·-·"-·'--·----··- ·· .. . ............. $500.00 .. .... .... ..... $750 00 ..... . ....... ,.$750.00 . ...... -- *Note that the Division will not accept cash Questions? Visit: SBG. Colorado.gov/Liquor for more information Do not write in this space - For Department of Revenue use only Liability Information License Account Number I Liability Date I License Issued Through (Expiration Date) Total $ Attachment 3 Page 222 m, 8'104 (12129121 i Application Documents Checklist and Worksheet Instructions: This checklist should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. Questions? Visit: SBG. Coloraclo.gov/Liquor for more information Items submitted please check all appropriate boxes completed or documents submitted I.Applicant information C><l A. Applicant/Licensee identified C><l B. State sales tax license number listed or applied for at time of application C><l C. License type or other transaction identified [] D. Return originals to local authority (additional items may be required by the local licensing authority) E. All sections of the application need to be completed□F. Master file applicants must include the Application for Master File form DR 8415 and applicable fees to this Re- tail License Application II.Diagram of the premises � A. No larger than 8 1/2" X 11"D B. Dimensions included (does not have to be to scale). Exterior areas should show type of control (fences, walls, entry/exit points, etc.) � C. Separate diagram for each floor (if multiple levels) [� D. Kitchen -identified if Hotel and Restaurant � E. Bold/Outlined Licensed Premises 111.Proof of property possession (One Year Needed_) l2?l A. Deed in name of the applicant (or) (matching question #2) date stamped / filed with County ClerkD B. Lease in the name of the applicant (or) (matching question #2)D C. Lease assignment in the name of the applicant with proper consent from the landlord and acceptance by the applicant [j D. Other agreement if not deed or lease. (matching question #2)·----.. -·---IV.Background information (DR 8404-1) and financial documentsIZJ A. Complete DR 8404-1 for each principal (individuals with more than 10% ownership, officers, directors, partners, members) □B. Fingerprints taken and submitted to the appropriate Local Licensing Authority through an approved state vendor. Do not complete fingerprint cards prior to submitting your application. The Vendors are as follows: ldentoGO -https:l/uenroll.iclentogo.coml Phone: 844-539-5539 (toll-free) Colorado Fingerprinting -http://www.coloradofingerprinting.com Appointment Scheduling Website: http://www.coloradofingerprinting.com/cabsl Phone: 720-292-2722 Toll Free: 833-224-2227 Details about the vendors and fingerprinting in Colorado can be found on CBl's website here: https:l/c/Ji.colorado.gov/sectionsl/Jiometric-identifica/ion-and-records-unitlemployment-and-/Jacl<ground-checl<s [] C. Purchase agreement, stock transfer agreement, and/or authorization to transfer license □D. List of all notes and loans (Copies to also be attached) V.Sole proprietor/husband and wife partnership (if applicable) A.Form DR 4679 [] B. Copy of State issued Driver's License or Colorado Identification Card for each applicant ---·---�--·----"------- VI.Corporate applicant information (if applicable) A.Certificate of Incorporation□B. Certificate of Good StandingD C. Certificate of Authorization if foreign corporation (out of state applicants only) VII.Partnership applicant information (if applicable)D A. Partnership Agreement (general or limited).□B. Certificate of Good Standing VIII.Limited Liability Company applicant information (if applicable)5a A. Copy of articles of organization5a B. Certificate of Good Standing5a C. Copy of Operating Agreement (if applicable)□D. Certificate of Authority if foreign LLC (out of state applicants only) IX.Manager registration for Hotel and Restaurant, Tavern, Lodging & Entertainment, and Campus Liquor Complex licenses when included with this applicationD A. $75.00 feeD B. Individual History r�ecord (DR 8404-1) � C. If owner is managing, no fee required 2 Page 223 DR 8404 ( 12/29/21) Name I Type of License I Account Number Della Terra LLC dba Della Terra Events Lodging & Ent. - L&E (City) 42-04521-0001 7. Is the applicant (including any of the partners if a partnership; members or managers if a limited liability company; or officers, Yes No stockholders or directors if a corporation) or managers under the age of twenty-one years?□IRl 8. Has the applicant (including any of the partners if a partnership; members or managers if a limited liability company; or officers. stockholders or directors if a corporation) or managers ever (in Colorado or any other state): a. Been denied an alcohol beverage license? □IRlb.Had an alcohol beverage license suspended or revoked? □IRlc. Had interest in another entity that had an alcohol beverage license suspended or revoked? □IRlIf you answered yes to 8a, b or c, explain in detail on a separate sheet. 9. 10. 11. 12. 13 13 14. 15. Has a liquor license application (same license class). that was located within 500 feet of the proposed premises, been denied wit11in the preceding two years? If "yes", explain in detail. Are the premises to be licensed within 500 feet, of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? Waiver by local ordinance? Other: Is your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1500 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of greater than(>) 10,0000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal door-way of the Licensed LLDS/RLS. ts your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 3000 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of less than(<) 10,0000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal doorway of the Licensed LLDS/RLS. a.For additional Retail Liquor Store only. Was your Retail Liquor Store License issued on or before January 1, 2016? t.J/A b. Are you a Colorado resident? Has a liquor or beer license ever been issued to the applicant (including any of the partners. if a partnership; members or manager if a Limited Liability Company; or officers, stockholders or directors if a corporation)? If yes. identify the name of the business and list any current financial interest in said business including any loans to or from a licensee. J.{J-O'f$J.I ·OOoODoes the applicant, as listed on line 2 of this application, have legal possession of the premises by ownership. lease or other arrangement? � Ownership D Lease D Other (Explain in Detail) a. If leased, list name of landlord and tenant, and date of expiration, exactly as they appear on the lease: □IRl □IRl or □ □ □IRl N/A. □IRl N/A □IRl IRl □ IRl □ IRl Landlord I Tenant Expires b.Is a percentage of alcohol sales included as compensation to the landlord? If yes, complete question 16. □C8l c. Attach a diagram that designates the area to be licensed in black bold outline (including dimensions) which shows the bars. brewery, walls, partitions, entrances, exits and what each room shall be utilized for in this business. This l1iagram shoull1 be no larger than 8 1/2 " X 11". 16. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies) will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business? Attach a separate sheet if necessary. Last Name First Name Date of Birth FEIN or SSN Interest/Percentage Last Name First Name Date of Birth FEIN or SSN Interest/Percentage Attach copies of all notes and security instruments and any written agreement or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 17. Optional Premises or Hotel and Restaurant Licenses with Optional Premises: Al /A □ [1Has a local ordinance or resolution authorizing optional premises been adopted? Number of additional Optional Premise areas requested. (See license fee chart) I NIA 18. For the addition of a Sidewalk Service Area per Regulation 47-302(A)(4), include a diagram of the service area and documentation received from the local governing body authorizing use of the sidewalk. Documentation may include but is not limited to a statement of use, permit. easement, or other legal permissions. 19. Liquor Licensed Drugstore (LLDS) applicants. answer the following: N/A a. Is t11ere a pharmacy, licensed by the Colorado Board of Pharmacy. located within the applicant's LLDS premise ? □□ If "yes" a copy of license must be attached. 3 Page 224 DR 8404 ( 12/29/21) Name Della Terra LLC dba Della Terra Events Type of License Lod in & Ent. -L&E Cit Account Number 42-04521-000120. Club Liquor License applicants answer the following: Attach a copy of applicable documentation NI F\Yes No a. Is the applicant organization operalecl solely for a national. social, fr�temal, patriotic, political or athletic purpose and not for pecuniary gain? O IRlb. Is the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the O object of a patriotic or fraternal organization or society, bul not for pecuniary gain? IRl c. How long has the club been incorporated? d. Has applicant occupied an establishment for three years (three years required) that was operated soiely for the reasons stated above? 21. Brew-Pub, Distillery Pub or Vintner's Restaurant applicants answer the following: a. Has the applicant received or applied for a Federal Permit'> (Copy of permit or application must be attached) 22.Campus Liquor Complex applicants answer the following: a. Is the applicant an institution of higher education ? b. Is the applicant a person who contracts with the institution of higher education to provide food services? If "yes" please provide a copy of the contract with the institution of higher education to provide food services. 23. For all on-premises applicants. N/A NIA N/A □IRl □IRl □ □ a. Hotel and Restaurant, Lodging and Entertainment, Tavern License and Campus Liquor Complex, the Registered Manager must also submit an Individual History Record -DR 8404-1 and fingerprint submitted to approved State Vendor through the Vendor's website. See application checklist, Section IV, for details. b. For all Liquor Licensed Drugstores (LLDS) the Permitted Manager must also submit an Manager Permit Application -DR 8000 and fingerprints. Last N/me of Manager /-\ v-n e. l C\. V\, 24. Does this manager ac as the manager of, or have a financic1I interest in, any other liquor licensed establishment in the Stale of Colorc1clo'I If yes. provide name, type of license and account number. 25. Related Facility -Campus Liquor Complex applicants answer the following: a. Is the related facility localed within the boundaries of the Campus Liquor Complex? If yes, please provide a map of the geographical location within the Campus Liquor Complex. If no, this license type is not available for issues outside the geographical location of the Campus Liquor Complex. b. Designated Manager for Related Facility-Campus Liquor Complex Last Name of Manager First Name of Manager N/A N/A Yes No □ �□ � N(A 26. Tax Information. Yes No a. Has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any O �other person with a 10% or greater financial interest in the applicant, been found in final order of a tax agency to be delinquent in the payment of any state or local taxes, penalties. or interest related to a business? b. Has the applicant, including its manager, partners, officer, directors, stockholders, members (LLC), managing members (LLC), or any O �other person with a 10% or greater financial interest in the applicant failed to pay c1ny fees or surcharges imposed pursuant to section 44-3-503, C.R.S.? 27. If applicant is a corporation, partnership, association or limited liability company, applicant must list all Officers, Directors, General Partners, and Managing Members. In addition, applicant must list any stockholders, partners, or members with ownership of 10% or more in theapplicant. All persons listed below must also attach form DR 8404-1 (Individual History Record), and make an appointment with an approved State Vendor through their website. See application cl1ecklisl, Section IV, for details. Na111e Home Address. City & State Name Name Name Name Pamela A Amelang 3501 Fall River Rd, Estes Park, CO Ho111e Address, City & State Darell G Amelang 3501 Fall River Rd, Estes Park, CO Home Address, City & State Sandra K Garcia 877 Crabapple Ln, Estes Park, CO Home Address, City & State Martin L Miller 5412 Taylor Ln, Fort Collins, CO Home Address, City & State Audrey Miller 5412 Taylor Ln, Fort Collins, CO DOB DOB DOB -DOB - " f applicant is owned 100% by a parent company, please list the designated principal officer on above. Position Wedding Manager Position Maintenance Mgr. Position Accountant Position Bar Manager Position Inactive Member %Owned 16.67 %Owned 16.67 %Owned 16.67 %Owned 16.67 %Owned 16.66 •• Corporations -the President, Vice-President, Secretary and Treasurer must be accounted for above (Include ownership percentage if applicable) •• If total ownership percentage disclosed here does not total 100%. applicant must check this box: IRJ Applicant affirms th al no individual other than these disclosed herein owns 10% or more of lt1e applicant and does not have financial interest in a prohibited liquor license pursuant lo Article 3 or 5, C.R.S. )LILJ'8'4 Alto. V; s+c, b r. Da-{\p,_ Po;/\+) A 4 Page 225 OR 8404 t 12/29/21) Name I Type of License I Account Number Della Torra LLC dba Della Torra Evonts Lodging & Ent - L&E (City) I 42-04521-0001 Oath Of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true, correct. and complete to the best of my knowledge. I also acknowledge H1at it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Aulh ;q�lur:t ,41.;t@ \Printecl Narne and Title Dale Martin L Miller 8/7/22 Report and Approval of Local Licensing Authority (City/County) Date application filed wilh local authority I Date of local autt101ity hearing (for new lir.ense applir�1nts: r,annot be less than 30 days from elate of applivJtion) � I U, \ �?:Z-I The Local Licensing Authority Hereby Affirms that ee1ch person required to file DR 8404-1 (Individual History Record) or a DFl 8000 (Manager Permit) has been: D Fingerprinted [J Subject to background investigalion, including NCIC/CCIC check for outstanding warrants That the local authority has conducted, or intends to conduct. an inspection of the proposed prernises to ensure that the applicant is •n compliance with anti aware of. liquor code provision.? �!feeling their cl,iss of license (Check One) □Date of inspection or anticipated date D Will conduct inspection upon approval of state licensing authority Cl Is the Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (f�LS) within 1.500 feet of another retilil liquor license for off-Yes No premises sales in a jurisdiction with a population of> 10,0000? [J [] □Is the Liquor Licensed Drugstore(LLDS) or Retail Liquor Store (RLS) wit11in 3,000 feet of anolher ret,1il liquor license for off-LJ Cl premises sales in a jurisdiction with a population of< 10.0000? NOTE: The distance shall be determined IJy a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal tJoorway of the Licensed LU)S/RLS. □Does the Liquor-Licensed Drugstore (LLDS) have at least twenty percent (20%) of !he applican!'s gross annual income derived □ □ from the sale of food, during the prior twelve (12) montt, period? The foregoing application has been examined: and t11e premises. business to be conducted. and ch,Hilcter of the applicant are satisfactory. We do report that suct1 license. if grantee!, will meet the reasonable requirements of t11e neighborhood and the clesires of t11e adult inhabitants, and will comply with the provisions of Title 44. Article 4 or 3, C.R.S., and Liquor Rules. Therefore, this application is approved. Local Licensing Authority for !Telephone Number I D Town, City i CJ Countv Signature Print Title Date Signature Print Title Date 5 Page 226 DR 8495 (07/23/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Tax Check Authorization, Waiver, and Request to Release Information I, Pamela A Amelang am signing this Ta x Check Authorization, Waiver and Request to Release Information (hereinafter "Waiver") on behalf of De lla Terra LLC (Della Terra Events) (the "Applicant/Licensee") to permit the Colorado Department of Revenue and any other state or local taxing authority to release information and documentation that may otherwise be confidential, as provided below. If I am signing this Waiver for someone other than myself, including on behalf of a business entity, I certify that I have the authority to execute this Waiver on behalf of the Applicant/Licensee. The Executive Director of the Colorado Department of Revenue is the State Licensing Authority, and oversees the Colorado Liquor Enforcement Division as his or her agents, clerks, and employees. The information and documentation obtained pursuant to this Waiver may be used in connection with the Applicant/Licensee's liquor license application and ongoing licensure by the state and local licensing authorities. The Colorado Liquor Code, section 44-3-101. et seq. ("Liquor Code"), and the Colorado Liquor Rules, 1 CCR 203-2 ("Liquor Rules"), require compliance with certain tax obligations, and set forth the investigative, disciplinary and licensure actions the state and local licensing authorities may take for violations of the Liquor Code and Liquor Rules, including failure to meet tax reporting and payment obligations. The Waiver is made pursuant to section 39-21-113(4), C.R.S., and any other law, regulation, resolution or ordinance concerning the confidentiality of tax information, or any document, report or return filed in connection with state or local taxes. This Waiver shall be valid until the expiration or revocation of a license, or until both the state and local licensing authorities take final action to approve or deny any application(s) for the renewal of the license, whichever is later. Applicant/Licensee agrees to execute a new waiver for each subsequent licensing period in connection with the renewal of any license, if requested. By signing below, Applicant/Licensee requests that the Colorado Department of Revenue and any other state or local taxing authority or agency in the possession of tax documents or information, release information and documentation to the Colorado Liquor Enforcement Division, and is duly authorized employees, to act as the Applicant's/Licensee's duly authorized representative under section 39-21-113( 4 ), C.R.S., solely to allow the state and local licensing authorities, and their duly authorized employees, to investigate compliance with the Liquor Code and Liquor Rules. Applicant/Licensee authorizes the state and local licensing authorities, their duly authorized employees, and their legal representatives, to use the information and documentation obtained using this Waiver in any administrative or judicial action regarding the application or license. Name (Individual/Business) I Social Security Number/fax Identification Number Della Terra LLC (Trade Name: Della Terra Events) 84-1674614Address 3501 Fall River Rd City Estes Park !State co 8051 7 Home Phone Number I Business/Work Phone Number (970)566-9424 (970)586-2501Printed name of person signing on behalf of the Applicant/Licensee Pamela A Amelang Appliye��:}ensee's Sign13ture (Signature J3J-lthorizing the-pi closure of confidential tax information) )Date signed \ l t· d,� ,Jl--< 1 r J!. ,.,,. ,') v--<..r-, / 817122 --• Pr�y Act Statement Providing your Social Security Number is voluntary and no right, benefit or privilege provided by law will be denied as a result of refusal to disclose it. § 7 of Privacy Act, 5 USCS § 552a (note). 4 Page 227 Della Terra LLC Dba Della Terra Mountain Chateau 3501 Fall River Rd. Estes Park, CO 80517 (970)586-2501 Liquor License #042-04521-0000 RE: LIQUOR LICENSE APPLICATION -QUESTION #14 SBA Loan #1: Loan Number 8827664010 Approx. Balance: $153,000 SBA Loan #2: Loan Number 3083496003 Approx. Balance: $662,000 Page 228 Della Terra LLC RETAINING WALL Trade Name: Della Terra Events 3501 Fall River Rd �'1?'-\.,, \.,, -'�0 ,:<..�,-Est es Park, CO 80517 . NO HOTEL AREAS Lie.#: 042-04521-0001 ON THIS PAGE OUTDOOR SPACES INCLUDED WITH EVENT LIQUOR LICENCE: OUTDOOR BAR COVERED OUTDOOR COCKTAIL DECK OUTDOOR COCKTAIL DECK OUTDOOR DANCING AREA OUTDOOR SMOKING PATIO DRIVEWAY/PATH TO OUTDOOR CEREMONY SITE (WITH PERGOLA AND STADIUM SEATING) DRIVEWAY/PATH TO OUTDOOR -CEREMONY SITE WITH PERGOLA AND STADIUM SEATING (SEE PROPERTY DRAWING) <?--� STEEP HILLSIDE OUTSIDE EVENT AREAS ARE SEPARATED FROM LODGING/PUBLIC GUESTS WITH RETAINING WALLS, DRIVEWAY GATES, RAILING/STEEP HILLSIDE, SIGNAGE AND A GUARD DURING ALCOHOL SERVICE OUTDOOR DANCING AREA RAILING EVENT SPACES AT RECEPTION LEVEL (O THER EVENT ARE AS ARE SHOWN ON LEVEL 1 AND 2 DR AWINGS) 82 1-9 11 111,;x,.;x,.JVV<.,.;x,.;x,.J IXXXXXXXXXXXXXXll-6 RAILING OUTDOOR COCKTAIL DECK RAILING -.. a:: 0 00::: O<( I- co :::, a:: 0 ::.::: Ou Ow 1-o :::, ...IQ_ 0� W::s::: o:::u Wo 6U RAILING RAILING i l w Wti: :::: Cl a:: 0 N ol:S ....J LU > LU ....J LU LU Cf) BREAKF � I COCKTAllA EA (SEE LEVE 2) - I � N ol:S ....J LU > LU ....J LU LU Cf) Page 229 Della Terra LLC Trade Name: Della Terra Events 3501 Fall River Rd Estes Park, CO 80517 Lie.#: 042-04521-0001 (orange ar eas pnly) -�ii& 46 1 -2 11 LEVEL1 Page 230 Della Terra LLC Trade Name: Della Terra Events 3501 Fall River Rd Estes Park, CO 80517 Lie.#: 042-04521-0001 (orange areas only) -nm -:.:i­(P 40 1-8 11 LEVEL 2 UJ (/) >-r5 � g: UUJZ :::i (!) UJ 0::: � 1-o Z z ::::,QO a(/)o::: -LL _J Page 231 Della Terra LLC Trade Name: Della Terra Events 3501 Fall River Rd Estes Park, CO 80517 Lie.#: 042-04521-0001 ( orange areas only) NO EVENT SPACE ON THIS LEVEL -.. LEVEL 3 (:) -zUJ-(:) S:z �:::, oS UJ � �� �tUJ 0 Cf) .....I UJ LL UJ 0 Cf) Page 232 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Phone Number I Cellular---Della Terra LLC n/a 2.Your Full Name (last, first, middle)3. List any other names you have used Amelang, Pamela Ann Miller, Pamela Ann 4.Mailing address (if different from residence)Email Address pam@dellaterramountainchateau.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 3501 Fall River Rd Estes Park, CO 80517 06/01/09 05/14/22 Previous 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 General Mgr. 05/01/05 05/14/22 7. List the name{s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Darell Amelang Spouse Maintenance Mgr. Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law Bar/Guest Services Mgrs. Della Terra LLC Sandra Garcia Sister Accountant Della Terra LLC Deanna Tompkins Sister Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,I&! Yes ONo furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holding Tavern liquor licence 04204521�0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you 0Yes �No applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Attachment 4 Page 233 DR 8404-1 (03/20/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes !Zl Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a OYes �No deferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)□Yes IZl No Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes. 13a. Date of Birth lb.Social� C.Place of Birth I IZl Yes ONoGrand Junction, CO d. U.S. Citizen e.-If Naturalized, state where f.When g.Name of District Court h.Naturalization Certificate Number i.Date of Certification j. If an Alien, Give Alien's Registration Card Number I k. Permanent Residence Card Number I.Height Im.Weight In. Hair Color-Blond o.Eye ColorBlue IP· Gender Female I q. Do you have a current Driver's License/ID? If so, give number and state.IZJ Yes D No # ----State CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above)b.List the total amount of the personal investment, made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purchases or fees paid.$ 472,650.00 •· If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and ec.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed) Type: Cash, Services or Equipment Loans Account Type e.Loan Information (Attach copies of all notes or loans) Name of Lender Address n/a Oath of Applicant l de_r�nder oenaltv of oe.!:i_urv.Jhat this a[;>vii'ication and all attachments are trueAutf\f� ( � Mt Signature --/>A.A Pamela A Amelang V Bank Name Amount Term Security Amount correct and comolete to the best of mv knowledqe. !Title General Manager !Date 05/14/22 Page 234 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Phone Number !Cellular--Della Terra LLC n/a 2.Your Full Name (last, first, middle) 3. List any other names you have used Amelang, Darell G 4. Mailing address (if different from residence) Email Address damelang1@yahoo.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 3501 Fall River Rd Estes Park, CO 80517 06/01/09 05/14/22 Previous 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 General Mgr.05/01/05 05/14/22 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela Amelang Spouse General Mgr.Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law · Bar/Guest Services Mgrs.Della Terra LLC Sandra Garcia Sister Accountant Della Terra LLC Deanna Tompkins Sister Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,IZI Yes Nofurniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holding Tavern liquor licence 04204521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you □Yes IZI Noapplied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 235 DR 8404-1 (03/20/19) \ 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes [gj Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a □Yes 1:81 Nodeferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)□Yes 18JNo Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solelv for identification ourooses. 13a. Date of Birth I b. Social Security NL1mber c. Place of Birth I -d. U.S. Citizen 18lves □Noe.If Naturalized, state where f.When g.Name of District Court h. Naturalization Certificate Number i.Date of Certification j. If an Alien, Give Alien's Registration Card Number I k.Permanent Residence Card Number ,. Im.Weight In. Hair Color o.Eye ColorGray Ip. Gender Male I q.Do you have a curre�ID? If so, give number and state.181 Yes D No # State CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above) b.List the total amount of the personal investment , made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purcl1ases or fees paid. $ 472,650.00 * If corporate investment only please skip to and complete section {d)** Section b should reflect the total of sections c and e c.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed) Type: Cash, Services or Equipment Loans Account Type e.Loan Information (Attach copies of all notes or loans)Name of Lender Address n/a Oath of Applicant I declare under oenaltv of oeriurv that this annlication and all attachments are true tsuun��d Sign�� � -.........� -I Print Signature Darell G Amelang Bank Name Amount Term Security Amount correct and comolete to the best of mv knowledoe. !Title Maintenance Manager !Date 05/14/22 Page 236 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1. Name of Business Della Terra LLC 2. Your Full Name (last, first, middle) Miller, Martin Lee Home Phone Number n/a Cellular 3. List any other names you have used II I. 4. Mailing address (if different from residence) Email Address marty@dellaterramountainchateau.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Current Previous Street and Number City, State, Zip From To ,..,N\. 5412 Taylor Ln Fort Collins, CO 805.iB 11 /01 /16 05/14/22 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 Position Held Bar Manager From To 05/01/05 05/14/22 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Nan:ie of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr. Audrey Miller Spouse Guest Services Mgr. Deanna Tompkins Sister Passive Member Sandra Garcia Sister Accountant 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Della Terra LLC Della Terra LLC Della Terra LLC Della Terra LLC IZ!Yes ONo Currently holding Tavern liquor licence 42-04521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.)OYes IZ! No Page 237 DR 8404-1 (03/20/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes IRl Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a □Yes �Nodeferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)OYes �No Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information reauired in question #13 is solelv for identification purposes. L----I b. Social Security Number c.Place of Birth IGrand Junction d.U.S. Citizen �Yes ONoe.If Naturalized, state where f.When g.Name of District Court h.Naturalization Certificate Number i.Date of Certification I j.If an Alien, Give Alien's Registration Card Number I k.Permanent Residence Card Number I.Height Im.Weight In. Hair Colorl_ll Brown o.Eye ColorBrown ,p. GenderMale I q.Do you have a current Driver's License/ID? If so, give number and state.181Yes ONo # --State CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above) b.List the total amount of the personal investment , made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purchases or fees paid.$ 472,650.00 * If corporate investment only please skip to and complete section (d)** Section b should reflect the total of sections c and ec.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed)Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed)Type: Cash, Services or Equipment Loans Account Type Bank Name Amount e. Loan Information (Attach copies of all notes or loans)Name of Lender Address Term Security Amount n/a Oath of Applicant I declare under oenaltv of oeriurv-ttra:1/Jfils' annlication and all attachments are true correct and comolete to the best of mv knowledae. Authoriz d Signa,11J -� AP" I Print Signature I Title I Date /4,\;;Z---�� -Martin L Miller Bar Manager 05/14/22 Page 238 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Phone Number I Cellular---Della Terra LLC n/a 2. Your Full Name (last, first, middle} 3. List any other names you have used Garcia, Sandra Kay Miller, Sandra Kay 4. Mailing address (if different from residence) Email Address sandy@dellaterramountainchateau.com 5. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 877 Crabapple Lane Estes Park, CO 80517 10/01/19 05/14/22 Previous 3501 Fall River Road Estes Park, CO 80517 06/01/09 10/01/19 6. List all employment within the last five years. Include any self-employment. (At�ach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 Accountant 05/01/05 05/14/22 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr.Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law Bar/Guest Services Mgrs.Della Terra LLC Deanna Tompkins Sister Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,IZl Yes □Nofurniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holdin'g Tavern liquor licence 42-04521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you Oves IZl Noapplied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 239 DR 8404-1 (03/20/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes IZI Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a □Yes [81 Nodeferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) □Yes �No Personal and Financial Information Unless otherwise provided by law, the personal information required in question # 13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes.13a-I b. Social Security Number c. Place of Birth Grand Junction I d. U.S. Citizen �Yes ONo e.If Naturalized, stale where f.When g. Name of District Court h.Naturalization Certificate Number i. Date of Certification j. If an Alien, Give Alien's Registration Card Number I k. Permanent Residence Card Number I.., m .• In. Ha;�:t o. Eye Color Hazel IP· Gender Female I q. Do you have a current Driver's License/ID? If so, give number and slate. IZJ Yes D No # Slate CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above) b. List the total amount of the personal investment , made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purchases or fees paid.$ 472,650.00 * If corporate investment only please skip to and complete section (d)** Section b should reflect the total of sections c and e c.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 -d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed) Type: Cash, Services or Equipment Loans Account Type Bank Name Amount e.Loan Information (Attach copies of all notes or loans)Name of Lender Address Term Security Amount n/a Oath of Applicant I declare under oenaltv of oeriurv that this annlication and all attachments are true correct and comolete to the best of mv knowledae. Auth'.Jzed Signature L ,._,�--- K ·•''"''r .D __ ' -I Print Signature Sandra K Garcia I Title Accountant I Date 05/14/22Page 240 i DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you lo answer questions completely) 1. Name of Business Home Phone Number \ Cellular Number Della Terra LLC 2. Your Full Name (last, first, middle)3.List any other names you have used Miller, Audrey R Audrey Roper 4.Mailing address (if different from residence)Email Address audrey@dellaterramountainchateau.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 5412 Taylor Ln Fort Collins, CO 80528 11/01/16 05/14/22 Previous 6. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip)Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park 80517 Guest Services 11/01/16 05/14/22 Group Publishing 1515 Cascade Ave, Loveland 80538 HR 07/01/13 04/15/20 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr. Della Terra LLC Martin Miller Spouse Bar Manager Della Terra LLC Sandra Garcia Sister"in-law Accountant Della Terra LLC Deanna Tompkins Sister-in-law Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,�Yes □No furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you 0Yes �No applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 241 DR 8404-1 (03120/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? (If yes. explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) Personal and Financial Information □Yes IX!No 0Yes �No □Yes IZ!No Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information re uired in uestion #13 is solel for identification ur oses. 13a. Date of Birth b. Social �:..::..:::..:.,:.;c.;..;. '=p;.;;1a.;;.ce'-'-.J:of"'B�irt""h;,.;;..=-=-:...----------,---------------i -Greeley, CO d.U.S.Citizen �Yes 0No e. If Naturalized, state where f. When g.Name of District Court h. Naturalization Certificate Number i. Date of Certification j. If an Alien, Give Alien's Registration Card Number k. Permanent Residence Card Number I. Height m. Weight n. Hair Color o.Eye Color Hazel p. Gender Female q.Do you have a current Driver's License/ID? If so, give number and state. - - Blond �Yes 0No # State CO 14.Financial Information. a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other. $ b.List the total amount of the personal investment , made by the person listed on question #2, in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid. $ _4_7_2...c_,6_5_0_.0_0 ______ _ * If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and e c. Provide details of the personal investment described in 14b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach a separate sheet if needed)' Type: Cash, Services or Equipment Loans Account Type e.Loan Information (Attach copies of all notes or loans) Name of Lender Address Oath of Applicant lication and all attachments are true Print Signature Audrey R MIiier Bank Name Amount Term Security Amount correct and com lete to the best of m knowle d e. Title Date Guest Services Mgr. 05/14/22 Page 242 '"\ DR ��.04-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Pl1one Number I Cellular.....__Della Terra LLC n/a 2. Your Full Name (last, first, middle) 3. List any other names you have used Tompkins, Deanna Sue Miller, Deanna Sue 4.Mailing address (if different from residence) Email Address deetompkins@gmail.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 24486 Alta Vista Dr Dana Point, CA 92629 04/01/22 05/14/22 Previous 12770 Elkhorn Road Broomfield, CO 80021 03/01/17 04/01/22 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Retired n/a n/a 03/01/15 05/14/22 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr.Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law Bar/Guest Services Mgrs.Della Terra LLC Sandra Garcia Sister Accountant Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,!ZIYes □Nofurniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holding Tavern liquor licence 42-04521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you □Yes IZI Noapplied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 243 ,(l Ha\'e you ever bet•n corw1cted of a cr,me or received a suspended sentence, delened sentence. or lortetted [] Yes (81 No -··--bail fa! any otfense 111 cm111nat or n11h1a1crmn or do you have ;;1ny cllal\l':5-J.:ll!nd111q ?_ (If yes, e�pla1n 1n det<Jil.) 11. Are you c u r r e n t l y under probalion (supervised or unsuperv,sud), pmolo, or complot1n{-1 ltrn requirements of a D Yes !Bl No deferred sentence? {If yes. e�plain in dotail.L__ -··-· -·-------·-·· ···--·-·-·�·-··----·-------------t 12.Have you ever had any professional hcense suspended, revoked, or dentecl7 (II yes. explmn m rJetall.)0 Yes � No Personal and Financial Information Unless otherwise provided by law. the personal mlormallon required in question /113 will bo treated as conhdential. 1ho personal rnfornialion reou1red in uestron t;13 Is solel for 1denliflcalion ur oses. Grand Junction d. U.S. Citizen �Yos 0No e. I I Naturahze<I. state where I. When g. Name of District Court h Naturahzalton Cer11ficate Number i. Date of Cert1ficahon j. II an N1en, Give Alien's Regislration Card Number k. Permanent Resirlenco Card Number 14. Financial Information. · a. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.s n/a (see item 8 above) ·· b. List the total amount of the personal investment, made by the person listed on question #2, in this business including any ··.. . notes, loans, cash. services or equipment, operating capital, stock purchases or fees paid. S -'4-'-7..::2:.!.,6..:..5..:..0..:..c..:.Oc...O:........ ______ _ • If corporate investment only please skip to and complete section (d)•• Section b should reflect the total of sections c and e c,prov1de details of the personal investment described in 14b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Se,vices or Equipment Account Type Bank Name Cash (Equity account balance) from P&L since 2005 n/a Amount $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Seivices or Equipment Loans Account Type Bank Name Amount e.Loan Information (Attach copies of allnoi�s. or loans) .. ,.,Address Term Security Amount nla correct and com lete to the best or m Tille Member (pass iv�) Page 244 ----I�,___ ® TOWN OF ESTES PARI'-._ September 12, 2022 Jackie Williamson, Town Clerk Town of Estes Park Estes Park, CO 80517 Dear Ms. Williamson: RE: Della Terra DBA Della Terra Events Amelang, Pamela Ann Amelang, Darell G. Garcia, Sandra K. Miller, Mmtin Lee Miller, Audrey Rae Tompkins, Deanna Sue A check of the Estes Park Police Depaiiment local records on the above business and individual was conducted. The system reports date back to possibly October of 2004 or more recently when our system upgraded in December 2020. Unfo1iunately, there is limited information in the update. There are no reports involving the individual in the system. Corey P. Pass Interim Chief of Police, Estes Park Police Department 170 MACGREGOR AVE. P.O. BOX 1287 ESTES PARK, CO 80517 www .estes.org Police Department Corey P. Pass, Interim Chief of Police 970-586-4000 www.estes.org/pd Attachment 5 Page 245       Page 246 TOWN CLERK’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees Town Administrator Machalek From: Jackie Williamson, Town Clerk Date: September 27, 2022 RE: Resolution 80-22 Liquor Licensing: New Hotel & Restaurant Liquor License Application for Della Terra LLC dba Della Terra Mountain Chateau, 3501 Fall River Road, Estes Park, Colorado (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER______________ QUASI-JUDICIAL YES NO Objective: Approval of a new Hotel & Restaurant liquor license located at 3501 Fall River Road. Application filed by Della Terra LLC dba Della Terra Mountain Chateau. A separate application will also be considered for a separate Lodging and Entertainment liquor license on the property to serve the event space only, including an outdoor wedding area. Present Situation: An application for a new Hotel & Restaurant liquor license was received by the Town Clerk’s office on August 26, 2022. All necessary paperwork and fees were submitted; please see the attached Procedure for Hearing on Application – New Liquor License for additional information. The applicant is aware of the Town Board’s Training for Intervention Procedures (TIPS) requirement and have owned and operated Della Terra Mountain Chateau with a Tavern license since 2009 and have completed TIPS training in the past. An Affidavit of Surrender was submitted with the application package. The current Tavern license covers the entire property and will be replaced by a Hotel and Restaurant license for the Della Terra Mountain Chateau (hotel) side of the property and separate liquor license for a Lodging and Entertainment license for Della Terra Events (event/reception) side of the property. The two licenses are separated physically with a main door guarded during events. See the attached diagrams for more information on the separate liquor areas served by each liquor license. Page 247 Proposal: To present the application for the Liquor Licensing Authority review and consideration for a new Hotel & Restaurant liquor license. Advantages: Approval of the license provides the business owner with the opportunity to operate a liquor-licensed establishment in the Town of Estes Park. Disadvantages: The owner is denied a business opportunity to serve alcohol to patrons. Action Recommended: Approval of the new Hotel & Restaurant Liquor License at 3501 Fall River Road, Estes Park, Colorado, filed by Della Terra LLC dba Della Terra Mountain Chateau. Finance/Resource Impact: The fee paid to the Town of Estes Park for a new Hotel & Restaurant Liquor license is $1319. The fee covers the administrative costs related to processing the application, background checks, and business licensing. In addition, the annual renewal fee payable to the Town of Estes Park for a Hotel & Restaurant Liquor license is $869. Level of Public Interest Low. Sample Motion: I move to approve/deny Resolution 80-22. Attachments: 1. Procedure for Hearing 2. Resolution 80-22 3. Application 4. Individual History 5. Police Report Page 248 1 July 2002 PROCEDURE FOR HEARING ON APPLICATION NEW LIQUOR LICENSE 1.MAYOR. The next order of business will be the public hearing on the application of Della Terra LLC dba Della Terra Mountain Chateau for a new Hotel & Restaurant Liquor License located at 3501 Fall River Drive, Estes Park, Colorado. At this hearing, the Board of Trustees shall consider the facts and evidence determined as a result of its investigation, as well as any other facts, the reasonable requirements of the neighborhood for the type of license for which application has been made, the desires of the adult inhabitants, the number, type and availability of liquor outlets located in or near the neighborhood under consideration, and any other pertinent matters affecting the qualifications of the applicant for the conduct of the type of business proposed. OPEN PUBLIC HEARING 2.TOWN CLERK. Will present the application and confirm the following:  The application was filed August 26, 2022.  At a meeting of the Board of Trustees on September 13, 2022, the public hearing was set for 7:00 p.m. on Tuesday, September 27, 2022.  The neighborhood boundaries for the purpose of this application and hearing were established to be 5.95 miles.  The Town has received all necessary fees and hearing costs.  The applicant is filing as a Limited Liability Company.  The property is zoned A - Accommodations which allows this type of business as a permitted use.  The notice of hearing was published on September 16, 2022 .  The premises was posted on September 12, 2022 . Attachment 1 Page 249 2  There is a police report with regard to the investigation of the applicant.  Status of T.I.P.S. Training: Unscheduled Scheduled * X Completed  There is a map indicating all liquor outlets presently in the Town of Estes Park available upon request. 3. APPLICANT.  The applicants will be allowed to state their case and present any evidence they wish to support the application. 4. OPPONENTS.  The opponents will be given an opportunity to state their case and present any evidence in opposition to the application.  The applicant will be allowed a rebuttal limited to the evidence presented by the opponents. No new evidence may be submitted. 5. MAYOR.  Ask the Town Clerk whether any communications have been received in regard to the application and, if so, to read all communication.  Indicate that all evidence presented will be accepted as part of the record.  Ask the Board of Trustees if there are any questions of any person speaking at any time during the course of this hearing.  Declare the public hearing closed. 6. SUGGESTED MOTION: I move that Resolution XX-22 be approved/denied for a new Hotel and Restaurant liquor license for the Della Terra LLC dba Della Terra Mountain Chateau at 3501 Fall River Drive, Estes Park, Colorado. Page 250 RESOLUTION 80-22 A RESOLUTION PERMITTING A NEW HOTEL AND RESTAURANT LIQUOR LICENSE APPLICATION FOR DELLA TERRA LLC DBA DELLA TERRA MOUNTAIN CHATEAU WHEREAS, the Town Board of Trustees acting in their capacity as the Liquor Licensing Authority for the Town of Estes Park held a public hearing on September 27, 2022 for a New Hotel and Restaurant Liquor License, filed by Della Terra LLC dba Della Terra Mountain Chateau, 3501 Fall River Drive, Estes Park, Colorado; and WHEREAS, C.R.S. § 44-3-301(2)(a) requires the licensing authority shall consider the reasonable requirements of the neighborhood, the desires of the adult inhabitants, and all other reasonable restrictions that are or may be placed upon the neighborhood by the local licensing authority; and WHEREAS, the Board of Trustees finds that the reasonable requirements of the neighborhood are not met by the present liquor outlets in the neighborhood and that the desires of the adult inhabitants are for the granting of this liquor license. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The new Hotel and Restaurant Liquor License, filed by Della Terra LLC dba Della Terra Mountain Chateau, 3501 Fall River Drive, Estes Park, Colorado be approved. DATED this day of , 2022. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney Attachment 2 Page 251 DR 8404 (12/29/21) COLORADO DEPARTMENT OF REVENUE Liquor En!orcement Division (303) 205-2300 Colorado Liquor Retail License Application □New License [81 New-Concurrent □ Transfer of Ownership □ State Property Only □ Master file . All answers must be printed in black ink or typewritten . Applicant must check the appropriate box(es) . Applicant should obtain a copy of the Colorado Liquor and Beer Code: SBG.Co/orado.gov/Liquor -----·•·------- 1. Applicant is applying as a/an □ Individual [81 Limited Liability Company [] Association or Other □Corporation □ Partnership (includes Limited Liability and Husband and Wife Partnerships) 2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation. name of corporation FEIN Number Della T crra LLC 84-1674614 2a. Trade Name of Establishment (OBA) IStaiiiiiii Business Telephone Della Terra Mountain Chateau ( ct·10)5�(,-J5ol 3. Address or Premises (specify exact location or premises, include suite/unit numbers) 3501 Fall River Rd City County State ZIP Code Estes Park Larimer co 80517 4. Mailing Address (Number and Street) City or Town State ZIP Code 3501 Fall River Rd Estes Park co 80517 -•"'--••--• •--•• ··--··------------·----------�---· 5. Email Address marty@dellaterramountainchateau.com 6. If the premises currently has a liquor or beer license, you must answer the following questions Present Trade Name of Establishment (OBA) Della Terra Mountain Chateau I Present State License Number I Present Class of License 42-04521-0000 Tavern Present Expiration Date 03/05/2023 Section A Nonrefundable Application Fees* D Application Fee for New License ............................................ $1,100.00 � Application Fee for New License w/Concurrent Review ............ $1,200.00 D Application Fee for Transfer ...... ·•·················"'"''''"'"''.. $1,100.00 Section B Liquor License Fees* D Add Optional Premises to H & R ......... $100.00 X Total D Add Related Facility to Resort Complex$75.00 X Total D Add Sidewalk Service Area .................................................................... $75.00 D Arts License (City) ................................................................................ $308.75 D Arts License (County) .......................................................................... $308.75 D Beer and Wine License (City) .............................................................. $351.25 D Beer and Wine License (County) .. ·······································D Brew Pub License (City) . .... . .. ............ ,, ........ , .... , .............. D Brew Pub License (County) .. ............ .... , ..............................D Campus Liquor Complex (City) ............. , ....... ,., .. , .. ,, ............. D Campus Liquor Complex (County) ....................................... D Campus Liquor Complex (State) ·················"'''''''''•'"''''''"'"' .. ······ ... · $436.25 ············ $750.00 ... . ........ $750.00 ............. S500.00 ............. S500.00 ............. $500.00 D Club License (City) ......................................................................... ..... $308.75 D Club License (County) ........................................................................ $308.75 D Distillery Pub License (City) ................................................................. $750.00 D Distillery Pub License (County) ......................................................... $750.00 � Hotel and Restaurant License (City) ................................................... $500.00 D Hotel and Restaurant License (County) ........................................... $500.00 D Hotel and Restaurant License w/one opt premises (City) ................. $600.00 D Hotel and Restaurant License w/one opt premises (County) ............ $600.00 D Liquor-Licensed Drugstore (City) ........ ....................... . ..................... $227.50 Section B (Cont.) Liquor License Fees• D Liquor-Licensed Drugstore (County) ................................ D Lodging & Entertainment - L&E (City) . ''''"''"' '"""'' ........D Lodging & Entertainment -L&E (County) ' ......... .. ........ □Manager Registration - H & R . . . . . . . . . . . . ' . . . . . . . . . . . . . . . ' . . . . ' . . . . . . . . ············ .. .. $312.50 . ..... $500.00 .. $500.00 .................. $75.D0 D Manager Registration - Tavern ... ·········"""'''"'''''''"'''''' .............. . .. $75.00 D Manager Registration -Lodging & Entertainment... ......... .... $75.00 D Manager Registration -Campus Liquor Complex ............................... $75.00 D Optional Premises License (City) ........................................................ $500.00 0 Optional Premises License (County) ................................................... $500.00 D Racetrack License (City) .............. ······································•D Racetrack License (County) .. ·································•··· 0 Resort Complex License (City) ... ..... . .. . . . ..... 0 Resort Complex License (County) . . . ' . . ' ' ' ' ' ' ' ' ' . ' . ", ........ D Related Facility Campus Liquor Complex (City) ,,,. .. ..... D Related Facility -Campus Liquor Complex (County) ..... □ Related Facility-Campus Liquor Complex (State) .......... □ Retail Gaming Tavern License (City) ............................... ........ ,.. . ... S500.00 ... .... . .... S500.00 .$500.00 ....... $500.00 ............ $160.00 . ...... ....... $160.00 ..... $160.00 ........... $500.00 D Retail Gaming Tavern Limnse (County) ............................... .............. $500.00 D Retail Liquor Store License--Addilional (City) ................... ........ . ..... . $227.50 D Retail Liquor Store License--Additional (County) ................................ $312.50 D Retail Liquor Store (City) ..................... ........... ··············· .. , ................... $227.50 D Retail Liquor Store (County) .............. ..................... .. .......................... $312.50 D Tavern License (City) ..................... . .............. ······· ................... $500.00 D Tavern License (County) .................. . ............................................ $500.00 D Vintners Restaurant License (City) .. .. ·••·············· ........ $750.00 0 Vintners Restflurant License (County) ... . ............................. $750.00 ,.., ____ * Note that the Division will not accept cash Questions? Visit: SBG.Colorado.gov/Liquorfor more information Do not write in this space - For Department of Revenue use only Liability Information License Account Number I Liability Date ... , License Issued Through (Expiration Date) Total $ Attachment 3 Page 252 oR 8404 (12129121 1 Application Documents Checklist and Worksheet Instructions: This checklist should be utilized to assist applicants with filing all required documents for licensure. All documents must be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. Questions? Visit: SBG. Colorado.gov/Liquor for more information Items submitted please check all af?oropriate boxes completed or documents submitted I.Applicant information � A. Applicant/Licensee identified � B. State sales tax license number listed or applied for at time of application 12<1 C. License type or other transaction identified [J D. Return originals to local authority (additional items may be required by the local licensing authority) E. All sections of the application need to be completed□F. Master file applicants must include the Application for Master File form DR 8415 and applicable fees to this Re- tail License Application II.Diagram of the premisesI� A. No larger than 8 1 /2" X 11"D B. Dimensions included (does not have to be to scale). Exterior areas should show type of control (fences, walls, entry/exit points, etc.) � C. Separate diagram for each floor (if multiple levels) � D. Kitchen -identified if Hotel and Restaurant � E. Bold/Outlined Licensed Premises 111.Proof of property possession (One Year NeE)_ded) � A. Deed in name of the applicant (or) (matching question #2) date stamped / filed with County Clerk [] B. Lease in the name of the applicant (or) (matching question #2)D C. Lease assignment in the name of the applicant with proper consent from the landlord and acceptance by the applicant D D.Other agreement if not deed or lease. (matching question #2) IV.Background information (DR 8404-1) and financial documents � A. Complete DR 8404-1 for each principal (individuals with more than 10% ownership, officers, directors, partners, members) B.Fingerprints taken and submitted to the appropriate Local Licensing Authority through an approved state vendor. Do not complete fingerprint cards prior to submitting your application. The Vendors are as follows: ldentoGO -https:l/uenroll.identogo.coml Phone: 844-539-5539 (toll-free) Colorado Fingerprinting -http:llwww.coloradofingerprinting.com Appointment Scheduling Website: http:llwww.coloradofingerprinting.com/cabsl Phone: 720-292-2722 Toll Free: 833-224-2227 Details about the vendors and fingerprinting in Colorado can be found on CBl's website here: https:l/cbi.colorado.govlsectionslbiometric-identification-and-records-unitlemployment-and-bacl<ground-checl<s□C. Purchase agreement, stock transfer agreement, and/or authorization to transfer license□D. List of all notes and loans (Copies to also be attached) V.Sole proprietor/husband and wife partnership (if applicable)D A. Form DR 4679D B. Copy of State issued Driver's License or Colorado Identification Card for each applicant VI.Corporate applicant information (if applicable) [] A. Certificate of IncorporationD B. Certificate of Good StandingD C. Certificate of Authorization if foreign corporation (out of state applicants only) VII.Partnership applicant information (if applicable)D A. Partnership Agreement (general or limited).D B. Certificate of Good Standing VIII.Limited Liability Company applicant information (if applicable) � A. Copy of articles of organizationGa B. Certificate of Good StandingGa C.Copy of Operating Agreement (if applicable)D D. Certificate of Authority if foreign LLC (out of state applicants only) IX.Manager registration for Hotel and Restaurant, Tavern, Lodging & Entertainment, and Campus Liquor Complex licenses when included with this applicationD A. $75.00 feeD B. Individual History Record (DR 8404-1)5a C. If owner is managing, no fee required 2 Page 253 DR 8404 ( 12129121) Name I Type of License I Account Number Della Terra LLC dba Della Terra Mountain Chateau Hotel & Restaurant (City) 42-04521-0000 7. Is the applicant (including any of the partners if a partnership: members or managers if a limited liability company: or officers, Yes No stockholders or directors if a corporation) or managers under the age of twenty-one years? [] [X] 8. Has the applicant (including any of the partners 11 a partnership; members or managers if a limited liability company: or officers. stockholders or directors if a corporation) or managers ever (in Colorado or any other state): a. Been denied an alcohol beverage license? [] [X] b. Had an alcohol beverage license suspended or revoked? □[X] c. Had interest in another entity that had an alcohol beverage license suspended or revoked? □[X] If you answered yes to 8a, b or c. explain in detail on a separate sheet. 9. 10. 11. 12. 13 13 14. 15. -··-····--··· Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the preceding two years? If "yes", explain in detail. Are the premises to be licensed within 500 feet, of any public or private school that meets compulsory education requirements of Colorado law, or the principal campus of any college, university or seminary? Waiver by local ordinance? Other: Is your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1500 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of greater than(>) 10,0000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal door-way of the Licensed LLDS/RLS. Is your Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 3000 feet of another retail liquor license for off-premises sales in a jurisdiction with a population of less than(<) 10,0000? NOTE: The distance shall be determinerl by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal doorway of the Licensed LLDS/RLS. ·--··-·--·---····-··-··-----·····-· "'···-··--·---------------------------. ----·------·. a. For additional Retail Liquor Store only. Was your Retail Liquor Store License issued on or before January 1, 2016? b, Are you a Colorado resident? N / t\ Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership: members or manager if a Limited Liability Company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list any current financial interest in said business including any loans to or from a licensee. Does the applicant, as listed on line 2 of this application, have legal possession of the premises by ownership. lease or other arrangement? lxJ Ownership D Lease D Other (Explain in Detail) a. If leased, list name of landlord and tenant, and date of expiration, exactly as they appear on the lease: □[X] [X] or □ [X] N / i\ [X] NJA □IRl [X] [X] 1=1 [X] Landlord I Tenant Expires 16. b. Is a percentage of alcohol sales included as compensation to the landlord? If yes, complete question 16. □ -- c. Attach a diagram that designates the area to be licensed in black bold outline (including dimensions) which shows the bars, brewery, walls. partitions. entrances, exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 1 /2" X 11 ". Who, besides the owners listed in this application (including persons, firms. partnerships, corporations, limited liability companies) will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business? Attach a sep,1rate sheet if necessary. ··--� ·--·------·-·····-·-··---···--Last Name First Name Date of Birth FEIN or SSN Interest/Percentage Last Name First Name Date of Birth FEIN or SSN Interest/Percentage Attach copies of all notes and security instruments and any written agreement or details of any oral agreement, by which any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 17. 18. 19. Optional Premises or Hotel and Restaurant Licenses with Optional Premises: /\JI I'\Has a local ordinance or resolution authorizing optional premises been adopted? Number of additional Optional Premise areas requested. (See license fee chart)! . --···-----··---- [] N/A For the addition of a Sidewalk Service Area per Regulation 47-302(A)(4). include a diagram of the service area and documentation received from the local governing body authorizing use of the sidewalk. Documentation may include but is not limited to a statement of use, permit easement, or other legal permissions. Liquor Licensed Drugstore (LLDS) applicants. answer the following: NIA a. Is there a pharmacy, licensed by the Colorado Board of Pharmacy, located within the applicant's LLDS premise? □ If "yes" a copy of license must be attached. 3 Page 254 DR 8404 ( 12/29121) Name Ty pe of License Account Number Della To rra LLC dba Della Torra Mountain Chateau Hotel & Restaurant Cit 42-0452 1-0000 20. Club Liquor License applicants answer the following·. Attach a copy of applicable documentation 1✓ I A a. Is the applicant organization opera ted solely for a national, socia l, fra ternal, patriotic, political or athletic purpose and not for pecuniary gain? b. Is the applicant orga nization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for the object of a patriotic or fra ternal organization or society, but not for pecuniary gain? c. How long has the club been incorpora ted? d. Has applicant occ upied an establisl1ment for three years (three years requi red ) that was operated solely for the rea sons stated above? 21. Brew-Pub, Distillery Pub or Vin tner's Restaurant applicants answer the fo llowing : a. Has the applicant received or applied fo r a Federal Permit'/ (Copy of permit or application must be attached) 22. Campus Liquor Complex applicants answer the fo llowing: a. Is the applicant an institution of higher education? b. Is the applicant a person who con tracts w ith the institution of higher education to provide food services? If "yes" please provide a copy of the contract with the institution of higher education to provide fo od services. 23.For all on-premises applicants. /\II" Yes No [] [g] □[g] N/A [g] a. Hotel and Restaurant, Lodging and Entertainment, Ta vern License and Camp us Liquor Complex, the Registered Manager must also submit an Ind ividual History Record -DR 8404-1 and fi ngerprint submitted to approved State Vendor through the Vendor's website. See application checklist, Section IV, fo r details. b. For all Liquor Licensed Drugstores (LLDS) the Permitted Manager must also submit an Manager Permit Applicalion -DR 8000 and fingerprints . L,ist Narne of Manager First Name of Manager Miller Martin 24.Does this manager act as the manager of, or have a fi nancial interest in, any other liquor licensed establishment in the State of Colorado? If ye s. provide name. type of license ancl account number. 25. Related Facility -Campus Liquor Complex applicants answer the fo llowing: a. Is the related facility loca ted within the boundaries of the Campus Liquor Complex'! If yes. please provide a map of the geographical location within the Campus Liquor Complex. If no, this license type is not available fo r issues outside the geographical location of the Campus Liquor Complex. b. Designated Manager for Related Facility-Campus Liquor Complex Last Name of Manager First Name of Manager N/A N/A Yes No □ �□�N /A 26. Ta x Information. Yes No a. Has the applicant, including its manager, partners, officer, directors , stockholders , members (LLC), managing m embers (LLC), or any O [81 other person with a 10% or greater fi nancial interest in the applicant, been found in final order of a tax agency to be delinquent in the payment of any state or local taxes, penalties, or interest re lated to a business? b.Has the applicant, including its manager, partners, offi cer, directors, stockholders, members (LLC), managing members (LLC), or any O � other person witt1 a 10% or greater fi na ncial interest in the applicant fa iled to pay any fe es or s urcharges imposed pursuant to section 44-3-503, C.R.S.? 27. If applicant Is a corpora tion. partnership, association or limited liability company, applicant must list all Officers, Directors, General Partners, and Managing Members. In addition, applicant must list any stockholders, partners, or members with ow nership of 10% or more in the applicant. All persons listed below must also attach fo rm DR 8404 -1 (Individual History Record ), and make an appointment with an approved State Ve ndor through their website. See appli cation checklist, Section IV, for detai ls. Name Home Address, City & State Name Name Name Name Pamela A Amelang 3501 Fall River FM , Estes Park , CO Darell G Amelang SandrcJ K Garcia Martin L Miller Audrey Miller Home Address, City & State 350 1 Fall River Rd , Estes Park, CO Home Address, City & State 877 CrcJbclpple Ln, Estes Park, CO Home Address, City & State 54 12 Taylor Ln, Fort Collins, CO Horne Address, City & Sta te 54 12 Taylor Ln, Fort Collins, CO DOB DOB DOB - " ff applicant is owned 100% by a parent company, please list the designated principal officer on above . Position ¾Owned Wedd ing Manager 16.67 Position ¾Owned Maintenance Mgr. 16.67 Position ¾Owned Accountant 16.67 Position %Owned Bar Manager 16.67 Position ¾Owned Inactive Member 16.66 ., Corporations -the President, Vice-President, Secretary and Trea surer must be accounted for above (Include ownership percentage if applicable) ., ff total ownership percentage disclosed here does not total 100%. applicant must check this box: [g] Applica nt affi rms that no individual other than these disclosed herein owns 10% or more of the applicant and does not have fi nancial interest in a prohibited liquor license pursuant lo Article 3 or 5, C.f�.S . . 1),LC\(\f'\C-'. 5 7�,v-,pk\n'S 1l-lL/S� Al -ro,V1 '.)lc, ·D," 'D c\ w-_ \::> o I n I-l CA 4 T {\C\<: h \J<!_. (Y\ �-'"' b C'...., (� Page 255 DR 8404 (12/29/21) Name I Type of License I Account Number Della Terra LLC dba Della Terra Mountain Chateau Hotel & Restaurant (City) 42-04521-0000 Oath Of Applicant I declare under penalty of perjury in the second degree that t11is application and all attachments are true, correct, and complete to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Autho�:1 /: /�# I Printed Name and Title Date Martin L Miller 8/7/22 Report and Approval of Local Licensing Authority (City/County) Date application filed with local authority I Date of local authority hearing (for new license applicants; cannot be less than 30 days from date of application) 9' I 2.co 1 "7d7 7 i /'7 � l7r..-z."7' The Local Licensing Authority Hereby Affirms that each person required to file DR 8404-1 (Individual History Record) or a DR 8000 (Manager Permit) has been; D Fingerprinted D Subject to background investigation, including NCIC/CCIC check for outstanding warrants That the local authority has conducted, or intends to conduct, an inspection of the proposed premises to ensure that the applicant is in compliance with and aware of, liquor code provisions affecting their class of license (Check One) D Date of inspection or anticipated date D Will conduct inspection upon approval of state licensing authority □Is the Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1,500 feet of another retail liquor license for off-Yes No premises sales in a jurisdiction wit11 a population of> 10,0000? □ □ □Is the Liquor Licensed Drugstore(LLDS) or Retail Liquor Store (RLS) within 3,000 feet of another retail liquor license for off-□ □ premises sales in a jurisdiction with a population of< 10,0000? NOTE: The distance shall be determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises for which the application is being made and ends at the principal doorway of the Licensed LLDS/RLS. D Does the Liquor-Licensed Drugstore (LLDS) have at least twenty percent (20%) of the applicant's gross annual income derived □ □ from the sale of food, during the prior twelve ( 12) month period? The foregoing application has been examined; and the premises, business to be conducted, and character of t11e applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 44, Article 4 or 3, C.R.S., and Liquor Rules. Therefore, this application is approved. Local Licensing Authority for !Telephone Number I D Town, City D County Signature Print Title Date Signature • Print Title Date 5 Page 256 DR 8495 (07/23/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division Tax Check Authorization, Waiver, and Request to Release Information I, Pamela A Amelang am signing this Tax Check Authorization, Waiver and Request to Release Information (hereinafter "Waiver") on behalf of Della Terra LLC (the "Applicant/Licensee") to permit the Colorado Department of Revenue and any other state or local taxing authority to release information and documentation that may otherwise be confidential, as provided below. If I am signing this Waiver for someone other than myself, including on behalf of a business entity, I certify that I have the authority to execute this Waiver on behalf of the Applicant/Licensee. The Executive Director of the Colorado Department of Revenue is the State Licensing Authority, and oversees the Colorado Liquor Enforcement Division as his or her agents, clerks, and employees. The information and documentation obtained pursuant to this Waiver may be used in connection with the Applicant/Licensee's liquor license application and ongoing licensure by the state and local licensing authorities. The Colorado Liquor Code, section 44-3-101. et seq. ("Liquor Code"), and the Colorado Liquor Rules, 1 CCR 203-2 ("Liquor Rules"), require compliance with certain tax obligations, and set forth the investigative, disciplinary and licensure actions the state and local licensing authorities may take for violations of the Liquor Code and Liquor Rules, including failure to meet tax reporting and payment obligations. The Waiver is made pursuant to section 39-21-113(4 ), C.R.S., and any other law, regulation, resolution or ordinance concerning the confidentiality of tax information, or any document, report or return filed in connection with state or local taxes. This Waiver shall be valid until the expiration or revocation of a license, or until both the state and local licensing authorities take final action to approve or deny any application(s) for the renewal of the license, whichever is later. Applicant/Licensee agrees to execute a new waiver for each subsequent licensing period in connection with the renewal of any license, if requested. By signing below, Applicant/Licensee requests that the Colorado Department of Revenue and any other state or local taxing authority or agency in the possession of tax documents or information, release information and documentation to the Colorado Liquor Enforcement Division, and is duly authorized employees, to act as the Applicant's/Licensee's duly authorized representative under section 39-21-113(4 ), C.R.S., solely to allow the state and local licensing authorities, and their duly authorized employees, to investigate compliance with the Liquor Code and Liquor Rules. Applicant/Licensee authorizes the state and local licensing authorities, their duly authorized employees, and their legal representatives, to use the information and documentation obtained using this Waiver in any administrative or judicial action regarding the application or license. Name (Individual/Business) Della Terra LLC dba Della Terra Mountain Chateau !Social Security Number/Tax Identification Nu mber 84-1674614Address 3501 Fall River Rd City Estes Park !State co 1-H-0-n-,e-P�h_o_n _e �N -u,-,,-be-r-----------�------. 1 -=s-u--,si -ne -s-s/�W�o�rk�Phone Number (970)566-9424 (970)586-2501Printed name of person signing on behalf of the Applicanl/Licensee _ Pamela A Amelang Appli<(ant/o/ensee's Signp/ure (Si9q;:ilure autt1orizino/;'e disclosure_ of confidential tax information) \ \ /',l/'\-" -I? Jlr.J-( �,V\/7 JL-u-------, . rivacy Act Statement I Date si9necl 80517 8/7/22 Providing your Social Security Number is voluntary and no right, benefit or privilege provided by law will be denied as a result of refusal to disclose it.§ 7 of Privacy Act, 5 uses§ 552a (note). Page 257 Della Terra LLC Oba Della Terra Mountain Chateau 3501 Fall River Rd. Estes Park, CO 80517 (970) 586-2501 Liquor License #042-04521-0000 RE: LIQUOR LICENSE APPLICATION -QUESTION #14 SBA Loan #1: Loan Number 8827664010 Approx. Balance: $153,000 SBA Loan #2: Loan Number 3083496003 Approx. Balance: $662,000 Page 258 Della Terra LLC dba Della Terra Mountain Chateau 3501 Fall River Rd Estes Park, CO 80517 . NO HOTEL AREAS Lie.#: 042-04521-0000 ON THIS PAGE OUTDOOR SPACES INCLUDED WITH EVENT LIQUOR LICENCE: OUTDOOR BAR COVERED OUTDOOR COCKTAIL DECK OUTDOOR COCKTAIL DECK OUTDOOR DANCING AREA OUTDOOR SMOKING PAT IO DRIVEWAY/PATH TO OUTDOOR CEREMONY SITE (WITH PERGOLA AND STADIUM SEATING) �"?'-'>' ���0 �<v-<._'r-' RETAINING WALL DRIVEWAY/PATH TO OUTDOOR II� k)(x:")('A.A.A.A.A.AAAAA.AA.� -CEREMONY SITE WITH PERGOLA AND STADIUM SEATING (SEE PROPERTY DRAWING) NO HOTEL AREAS ON THIS PAGE OU TSIDE EVENT AREAS ARE SE PARATED FROM LODG ING/PUBLIC GUESTS WITH RETAINING WALLS, DRIVEWAY GATES, RAILING/STEEP HILLSIDE, SIGNAGE AND A GUARD DURING ALCOHOL SE RV ICE OUTDOOR DANCING AREA EVENT SPACES AT RECEP TION LEVEL (OTHER EVENT AREAS ARE SHOWN ON LEVEL 1 AND 2 DRAWINGS) OUTDOOR COCKTAIL DECK .. � a:'. 0 00::: O<( �C[l ::::i O_ c::: 0� OuOw�o ::::i ...J Q_ 0� w� C:::(.) Wo e;u N o6 ...J w > w ...J w w (I) BREAKFAST/ COCKTAIL AREA (SEE LEVEL 2) N o6 ...J w > w ...J w w Cl) Page 259 Della Terra LLC dba Della Terra Mountain Chateau 3501 Fall River Rd Estes Park, CO 80517 Lie.#: 042-04521-0000 (green areas only) -.. - I LEVEL 1 76'-o" Page 260 Della Terra LLC dba Della Terra Mountain Chateau 3501 Fall River Rd Estes Park, CO 80517 Lie.#: 042-04521-0000 (green areas only) -.. LEVEL 2 B5'-s" (f) >­Z � ll'. � w 1- :J c.!l ITi ll'. <I'. 1-o 2 Z ::,QO a (f) o:: :J LL -ii Page 261 Della Terra LLC dba Della Terra Mountain Chateau 3501 Fall River Rd Estes Park, CO 80517 Lie.#: 042-04521-0000 (green areas only) NO EVENT SPACE ON THIS LEVEL -1111 /{/21� <,­ / .Fn o L J,i■ � � �5 oS UJ ..._... I �! �r .,.,·r· �tUJ 0 � 00� 'J�t // � tt1 � 00 LEVEL 3 Page 262 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Phone Number I Cellular---Della Terra LLC n/a 2.Your Full Name (last, first, middle)3. List any other names you have used Amelang, Pamela Ann Miller, Pamela Ann 4.Mailing address (if different from residence)Email Address pam@dellaterramountainchateau.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 3501 Fall River Rd Estes Park, CO 80517 06/01/09 05/14/22 Previous 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 General Mgr. 05/01/05 05/14/22 7. List the name{s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Darell Amelang Spouse Maintenance Mgr. Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law Bar/Guest Services Mgrs. Della Terra LLC Sandra Garcia Sister Accountant Della Terra LLC Deanna Tompkins Sister Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,I&! Yes ONo furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holding Tavern liquor licence 04204521�0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you 0Yes �No applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Attachment 4 Page 263 DR 8404-1 (03/20/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes !Zl Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a OYes �No deferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)□Yes IZl No Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solely for identification purposes. 13a. Date of Birth lb.Social� C.Place of Birth I IZl Yes ONoGrand Junction, CO d. U.S. Citizen e.-If Naturalized, state where f.When g.Name of District Court h.Naturalization Certificate Number i.Date of Certification j. If an Alien, Give Alien's Registration Card Number I k. Permanent Residence Card Number I.Height Im.Weight In. Hair Color-Blond o.Eye ColorBlue IP· Gender Female I q.Do you have a current Driver's License/ID? If so, give number and state.IZJ Yes D No # ----State CO14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above)b.List the total amount of the personal investment, made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purchases or fees paid.$ 472,650.00 •· If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and ec.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed) Type: Cash, Services or Equipment Loans Account Type e.Loan Information (Attach copies of all notes or loans) Name of Lender Address n/a Oath of Applicant l de_r�nder oenaltv of oe.!:i_urv.Jhat this a[;>vii'ication and all attachments are trueAutf\f� ( � Mt Signature --/>A.A Pamela A Amelang V Bank Name Amount Term Security Amount correct and comolete to the best of mv knowledqe. !Title General Manager !Date 05/14/22 Page 264 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Phone Number !Cellular--Della Terra LLC n/a 2.Your Full Name (last, first, middle) 3. List any other names you have used Amelang, Darell G 4. Mailing address (if different from residence) Email Address damelang1@yahoo.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 3501 Fall River Rd Estes Park, CO 80517 06/01/09 05/14/22 Previous 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 General Mgr.05/01/05 05/14/22 7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela Amelang Spouse General Mgr.Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law · Bar/Guest Services Mgrs.Della Terra LLC Sandra Garcia Sister Accountant Della Terra LLC Deanna Tompkins Sister Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,IZI Yes Nofurniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holding Tavern liquor licence 04204521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you □Yes IZI Noapplied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 265 DR 8404-1 (03/20/19) \ 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes [gj Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a □Yes 1:81 Nodeferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)□Yes 18JNo Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information required in question #13 is solelv for identification ourooses. 13a. Date of Birth I b. Social Security NL1mber c.Place of Birth I -d. U.S. Citizen 18lves □Noe.If Naturalized, state where f.When g.Name of District Court h. Naturalization Certificate Number i.Date of Certification j. If an Alien, Give Alien's Registration Card Number I k.Permanent Residence Card Number ,. Im.Weight In. Hair Color o.Eye ColorGray Ip. Gender Male I q.Do you have a curre�ID? If so, give number and state. 181 Yes D No # State CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above) b.List the total amount of the personal investment , made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purcl1ases or fees paid. $ 472,650.00 * If corporate investment only please skip to and complete section {d)** Section b should reflect the total of sections c and e c.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed) Type: Cash, Services or Equipment Loans Account Type e.Loan Information (Attach copies of all notes or loans)Name of Lender Address n/a Oath of Applicant I declare under oenaltv of oeriurv that this annlication and all attachments are true tsuun��d Sign�� � -.........� -I Print Signature Darell G Amelang Bank Name Amount Term Security Amount correct and comolete to the best of mv knowledoe. !Title Maintenance Manager !Date 05/14/22 Page 266 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1. Name of Business Della Terra LLC 2. Your Full Name (last, first, middle) Miller, Martin Lee Home Phone Number n/a Cellular 3. List any other names you have used II I. 4. Mailing address (if different from residence) Email Address marty@dellaterramountainchateau.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Current Previous Street and Number City, State, Zip From To ,..,N\. 5412 Taylor Ln Fort Collins, CO 805.iB 11 /01 /16 05/14/22 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 Position Held Bar Manager From To 05/01/05 05/14/22 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Nan:ie of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr. Audrey Miller Spouse Guest Services Mgr. Deanna Tompkins Sister Passive Member Sandra Garcia Sister Accountant 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money, furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Della Terra LLC Della Terra LLC Della Terra LLC Della Terra LLC IZ!Yes ONo Currently holding Tavern liquor licence 42-04521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.)OYes IZ! No Page 267 DR 8404-1 (03/20/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes IRl Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a □Yes �Nodeferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)OYes �No Personal and Financial Information Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information reauired in question #13 is solelv for identification purposes. L----I b. Social Security Number c.Place of Birth IGrand Junction d.U.S. Citizen �Yes ONoe.If Naturalized, state where f.When g.Name of District Court h.Naturalization Certificate Number i.Date of Certification I j.If an Alien, Give Alien's Registration Card Number I k.Permanent Residence Card Number I.Height Im.Weight In. Hair Colorl_ll Brown o.Eye ColorBrown ,p. GenderMale I q.Do you have a current Driver's License/ID? If so, give number and state.181Yes ONo # --State CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above) b.List the total amount of the personal investment , made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purchases or fees paid.$ 472,650.00 * If corporate investment only please skip to and complete section (d)** Section b should reflect the total of sections c and ec.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed)Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed)Type: Cash, Services or Equipment Loans Account Type Bank Name Amount e. Loan Information (Attach copies of all notes or loans)Name of Lender Address Term Security Amount n/a Oath of Applicant I declare under oenaltv of oeriurv-ttra:1/Jfils' annlication and all attachments are true correct and comolete to the best of mv knowledae. Authoriz d Signa,11J -� AP" I Print Signature I Title I Date /4,\;;Z---�� -Martin L Miller Bar Manager 05/14/22 Page 268 DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Phone Number I Cellular---Della Terra LLC n/a 2. Your Full Name (last, first, middle}3. List any other names you have usedGarcia, Sandra Kay Miller, Sandra Kay 4. Mailing address (if different from residence) Email Address sandy@dellaterramountainchateau.com 5. List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 877 Crabapple Lane Estes Park, CO 80517 10/01/19 05/14/22 Previous 3501 Fall River Road Estes Park, CO 80517 06/01/09 10/01/19 6. List all employment within the last five years. Include any self-employment. (At�ach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park, 80517 Accountant 05/01/05 05/14/22 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr. Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law Bar/Guest Services Mgrs. Della Terra LLC Deanna Tompkins Sister Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,IZl Yes □No furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holdin'g Tavern liquor licence 42-04521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you Oves IZl No applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 269 DR 8404-1 (03/20/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited □Yes IZI Nobail for any offense in criminal or military court or do you have any charges pending? (If yes, explain in detail.) 11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a □Yes [81 Nodeferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.)□Yes �No Personal and Financial Information Unless otherwise provided by law, the personal information required in question # 13 will be treated as confidential. The personalinformation required in question #13 is solely for identification purposes. 13a-I b. Social Security Number c. Place of Birth Grand Junction I d. U.S. Citizen �Yes ONo e.If Naturalized, stale where f.When g. Name of District Court h.Naturalization Certificate Number i. Date of Certification j. If an Alien, Give Alien's Registration Card Number I k. Permanent Residence Card Number I.., m .• In. Ha;�:t o. Eye Color Hazel IP· Gender Female I q. Do you have a current Driver's License/ID? If so, give number and slate. IZJ Yes D No # Slate CO 14.Financial Information.a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.$ n/a (see item 8 above) b. List the total amount of the personal investment , made by the person listed on question #2, in this business including anynotes, loans, cash, services or equipment, operating capital, stock purchases or fees paid.$ 472,650.00 * If corporate investment only please skip to and complete section (d)** Section b should reflect the total of sections c and e c.Provide details of the personal investment described in 14b. You must account for all of the sources of this investment.(Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 -d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach aseparate sheet if needed) Type: Cash, Services or Equipment Loans Account Type Bank Name Amount e.Loan Information (Attach copies of all notes or loans)Name of Lender Address Term Security Amount n/a Oath of Applicant I declare under oenaltv of oeriurv that this annlication and all attachments are true correct and comolete to the best of mv knowledae. Auth'.Jzed Signature L ,._,�--- K ·•''"''r .D __ ' -I Print Signature Sandra K Garcia I Title Accountant I Date 05/14/22Page 270 i DR 8404-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you lo answer questions completely) 1. Name of Business Home Phone Number \ Cellular Number Della Terra LLC 2. Your Full Name (last, first, middle)3.List any other names you have used Miller, Audrey R Audrey Roper 4.Mailing address (if different from residence)Email Address audrey@dellaterramountainchateau.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 5412 Taylor Ln Fort Collins, CO 80528 11/01/16 05/14/22 Previous 6. List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip)Position Held From To Della Terra LLC 3501 Fall River Rd, Estes Park 80517 Guest Services 11/01/16 05/14/22 Group Publishing 1515 Cascade Ave, Loveland 80538 HR 07/01/13 04/15/20 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr. Della Terra LLC Martin Miller Spouse Bar Manager Della Terra LLC Sandra Garcia Sister"in-law Accountant Della Terra LLC Deanna Tompkins Sister-in-law Passive Member Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,�Yes □No furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you 0Yes �No applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 271 DR 8404-1 (03120/19) 10.Have you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court or do you have any charges pending? (If yes. explain in detail.) 11.Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (If yes, explain in detail.) 12.Have you ever had any professional license suspended, revoked, or denied? (If yes, explain in detail.) Personal and Financial Information □Yes IX!No 0Yes �No □Yes IZ!No Unless otherwise provided by law, the personal information required in question #13 will be treated as confidential. The personal information re uired in uestion #13 is solel for identification ur oses. 13a. Date of Birth b. Social �:..::..:::..:.,:.;c.;..;. '=p;.;;1a.;;.ce'-'-.J:of"'B�irt""h;,.;;..=-=-:...----------,---------------i -Greeley, CO d.U.S.Citizen �Yes 0No e. If Naturalized, state where f. When g.Name of District Court h. Naturalization Certificate Number i. Date of Certification j. If an Alien, Give Alien's Registration Card Number k. Permanent Residence Card Number I. Height m. Weight n. Hair Color o.Eye Color Hazel p. Gender Female q.Do you have a current Driver's License/ID? If so, give number and state. - - Blond �Yes 0No # State CO 14.Financial Information. a.Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other. $ b.List the total amount of the personal investment , made by the person listed on question #2, in this business including any notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid. $ _4_7_2...c_,6_5_0_.0_0 ______ _ * If corporate investment only please skip to and complete section (d) ** Section b should reflect the total of sections c and e c. Provide details of the personal investment described in 14b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Services or Equipment Account Type Bank Name Amount Cash (Equity account balance) from P&L since 2005 n/a $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach a separate sheet if needed)' Type: Cash, Services or Equipment Loans Account Type e.Loan Information (Attach copies of all notes or loans) Name of Lender Address Oath of Applicant lication and all attachments are true Print Signature Audrey R MIiier Bank Name Amount Term Security Amount correct and com lete to the best of m knowle d e. Title Date Guest Services Mgr. 05/14/22 Page 272 '"\ DR ��.04-1 (03/20/19) COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division (303) 205-2300 Individual History Record To be completed by the following persons, as applicable: sole proprietors; general partners regardless of percentage ownership, and limited partners owning 10% or more of the partnership; all principal officers of a corporation, all directors of a corporation, and any stockholder of a corporation owning 10% or more of the outstanding stock; managing members or officers of a limited liability company, and members owning 10% or more of the company; and any intended registered manager of Hotel and Restaurant, Tavern and Lodging and Entertainment class of retail license Notice: This individual history record requires information that is necessary for the licensing investigation or inquiry. All questions must be answered in their entirety or the license application may be delayed or denied. If a question is not applicable, please indicate so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a separate sheet if necessary to enable you to answer questions completely) 1.Name of Business Home Pl1one Number I Cellular.....__ Della Terra LLC n/a 2. Your Full Name (last, first, middle)3. List any other names you have usedTompkins, Deanna Sue Miller, Deanna Sue 4.Mailing address (if different from residence)Email Address deetompkins@gmail.com 5.List current residence address. Include any previous addresses within the last five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From To Current 24486 Alta Vista Dr Dana Point, CA 92629 04/01/22 05/14/22 Previous 12770 Elkhorn Road Broomfield, CO 80021 03/01/17 04/01/22 6.List all employment within the last five years. Include any self-employment. (Attach separate sheet if necessary) Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To Retired n/a n/a 03/01/15 05/14/22 7.List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. Name of Relative Relationship to You Position Held Name of Licensee Pamela & Darell Amelang Sister/Brother-in-law General Mgr./Maint. Mgr. Della Terra LLC Martin & Audrey Miller Brother/Sister-in-law Bar/Guest Services Mgrs. Della Terra LLC Sandra Garcia Sister Accountant Della Terra LLC 8.Have you ever applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,!ZIYes □No furniture, fixtures, equipment or inventory to any licensee? (If yes, answer in detail.) Currently holding Tavern liquor licence 42-04521-0000 for Della Terra LLC (since June 2009). Same LLC members as listed above in 2 and 7. 9.Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you □Yes IZI No applied for or been denied a liquor or beer license anywhere in the United States? (If yes, explain in detail.) Page 273 ,(l Ha\'e you ever bet•n corw1cted of a cr,me or received a suspended sentence, delened sentence. or lortetted [] Yes (81 No -··--bail fa! any otfense 111 cm111nat or n11h1a1crmn or do you have ;;1ny cllal\l':5-J.:ll!nd111q ?_ (If yes, e�pla1n 1n det<Jil.) 11. Are you c u r r e n t l y under probalion (supervised or unsuperv,sud), pmolo, or complot1n{-1 ltrn requirements of a D Yes !Bl No deferred sentence? {If yes. e�plain in dotail.L__ -··-· -·-------·-·· ···--·-·-·�·-··----·-------------t 12.Have you ever had any professional hcense suspended, revoked, or dentecl7 (II yes. explmn m rJetall.)0 Yes � No Personal and Financial Information Unless otherwise provided by law. the personal mlormallon required in question /113 will bo treated as conhdential. 1ho personal rnfornialion reou1red in uestron t;13 Is solel for 1denliflcalion ur oses. Grand Junction d. U.S. Citizen �Yos 0No e. I I Naturahze<I. state where I. When g. Name of District Court h Naturahzalton Cer11ficate Number i. Date of Cert1ficahon j. II an N1en, Give Alien's Regislration Card Number k. Permanent Resirlenco Card Number 14. Financial Information. · a. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.s n/a (see item 8 above) ·· b. List the total amount of the personal investment, made by the person listed on question #2, in this business including any ··.. . notes, loans, cash. services or equipment, operating capital, stock purchases or fees paid. S -'4-'-7..::2:.!.,6..:..5..:..0..:..c..:.Oc...O:........ ______ _ • If corporate investment only please skip to and complete section (d)•• Section b should reflect the total of sections c and e c,prov1de details of the personal investment described in 14b. You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Se,vices or Equipment Account Type Bank Name Cash (Equity account balance) from P&L since 2005 n/a Amount $472,650.00 d.Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Attach a separate sheet if needed) Type: Cash, Seivices or Equipment Loans Account Type Bank Name Amount e.Loan Information (Attach copies of allnoi�s. or loans) .. ,.,Address Term Security Amount nla correct and com lete to the best or m Tille Member (pass iv�) Page 274 ---l�--® TOWNorESTESPARI'- September 12, 2022 Jackie Williamson, Town Clerk Town of Estes Park Estes Park, CO 80517 Dear Ms. Williamson: RE: Della Terra DBA Della Te1rn Mountain Chateau Amelang, Pamela Ann Amelang, Darell G. Garcia, Sandra K. Miller, Mat1in Lee Miller, Audrey Rae Tompkins, Deanna Sue A check of the Estes Park Police Department local records on the above business and individual was conducted. The system rep01ts date back to possibly October of 2004 or more recently when our system upgraded in December 2020. Unfortunately, there is limited information in the update. There are no repo1ts involving the individual in the system. � Corey P. Pass Interim Chief of Police, Estes Park Police Department 170 MACGREGOR AVE. P.O. BOX 1287 ESTES PARK, CO 80517 www .estes.org Police Department Corey P. Pass, Interim Chief of Police 970-586-4000 www.estes.org/pd Attachment 5 Page 275       Page 276 PROCEDURE FOR PUBLIC HEARING Applicable items include: Rate Hearings, Code Adoption, Budget Adoption 1. MAYOR. The next order of business will be the public hearing on ACTION ITEM 4. Ordinance 16-22 Amending the Estes Park Municipal and Development Codes Regarding Virtual Meetings.  At this hearing, the Board of Trustees shall consider the information presented during the public hearing, from the Town staff, public comment, and written comments received on the item.  Any member of the Board may ask questions at any stage of the public hearing which may be responded to at that time.  Mayor declares the Public Hearing open. 2. STAFF REPORT.  Review the staff report. 3. PUBLIC COMMENT.  Any person will be given an opportunity to address the Board concerning the item. All individuals must state their name and address for the record. Comments from the public are requested to be limited to three minutes per person. 4. MAYOR.  Ask the Town Clerk whether any communications have been received in regard to the item which are not in the Board packet.  Ask the Board of Trustees if there are any further questions concerning the item.  Indicate that all reports, statements, exhibits, and written communications presented will be accepted as part of the record.  Declare the public hearing closed.  Request Board consider a motion. 7. SUGGESTED MOTION.  Suggested motion(s) are set forth in the staff report. Page 277 8. DISCUSSION ON THE MOTION. Discussion by the Board on the motion. 9. VOTE ON THE MOTION. Vote on the motion or consideration of another action. *NOTE: Ordinances are read into record at the discretion of the Mayor as it is not required to do so by State Statute. Page 278 TOWN ADMINISTRATOR’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees From: Town Administrator Machalek Date: September 27, 2022 RE: Ordinance 16-22 Amending the Estes Park Municipal and Development Codes Regarding Virtual Meetings (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER: _____________ QUASI-JUDICIAL YES NO Objective: Town Board consideration of an amendment to the Estes Park Municipal and Development Codes to provide for the ability for the Town Board to meet virtually in the case of a qualifying event. Present Situation: On March 19, 2020, I declared a local disaster emergency for the purpose of responding to COVID-19. On March 24, 2020, the Town Board consented to the continuation of the declaration of the local disaster emergency until the declaration was rescinded (Resolution 20-20). This declaration of a local disaster emergency remains in place and I have issued 11 Emergency Orders since March 19, 2020 (these orders can be found at estes.org/COVID19Partners). The local disaster emergency declaration is still in place in order to enable the Town Board to return to virtual meetings (including quasi-judicial meetings) if the COVID-19 case rate for Larimer County climbs to the point at which the Board is no longer comfortable holding in-person meetings. The Town last used this ability in January of 2022 due to a surge in COVID-19 cases. It is conceivable that the Town Board will want to meet virtually in the future in the event that the COVID-19 case rate increases dramatically, but continuing to operate under a declared disaster emergency solely for the purpose of retaining the ability to meet virtually is not ideal. While the Town has made effective use of virtual meetings in response to the public health emergency posed by COVID-19, the Town Board also has a long-standing commitment to meeting in person to discuss public business. Previous conversations with the Board about allowing Town Board members to participate virtually at Board meetings concluded with a rejection of the concept. Page 279 The intent of the proposed ordinance is to reconcile these two different but compatible approaches to virtual meetings in a way that does not require the continuation of the local disaster emergency declaration in perpetuity. While Larimer County is currently in the “Low” category of the CDC’s COVID-19 Community Level, it is important to note that COVID-19 is still present in our community and is still dangerous (of the 19 Town residents who have died from COVID-19, five have died in 2022). Residents are protected best from severe illness and death from COVID-19 when they stay up-to-date with their COVID-19 vaccines, which includes getting all recommended boosters when eligible. Proposal: The proposed ordinance amends the Town’s Municipal and Development Codes to permit the use of virtual meetings when there is a qualifying event. The amendment defines a qualifying event as “…a current declared disaster or emergency affecting the Town, or a period of elevated threat to public health due to COVID-19 so as to cause an undue risk to in-person meeting participants as determined by the Mayor or the Town Administrator and communicated to the public in the published agenda for the virtual meeting.” Action Recommended: Staff recommends approval of Ordinance 16-22. Finance/Resource Impact: None. Level of Public Interest Medium Sample Motion: I move to approval/deny Ordinance 16-22. Attachments: 1. Ordinance 16-22 Page 280 ORDINANCE NO. 16-22 AN ORDINANCE AMENDING THE ESTES PARK MUNICIPAL AND DEVELOPMENT CODES REGARDING VIRTUAL MEETINGS WHEREAS, the Board of Trustees of the Town of Estes Park, Colorado has determined that it is in the best interest of the Town to amend certain sections of the Municipal and Development Codes of the Town of Estes Park, Colorado. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO AS FOLLOWS: Section 1: Ellipses in this ordinance indicate material not reproduced as the Board intends to leave that material in effect as it now reads. Section 2: Section 2.04.045 of the Estes Park Municipal Code is hereby amended, by adding underlined material and deleting stricken material, to read as follows: 2.04.045 - Emergency meetings. . . . (b)Virtual Meetings. In the event a quorum of the Board of Trustees is unable to meet because meeting in person is not practical or prudent due to a declared disaster or emergency affecting the Town qualifying event, meetings and quasi-judicial public hearings may be conducted by telephone, electronically, or by other means of communication so as to provide maximum practical openness to the public given the Town’s technological means, if all of the following conditions are met: (1)The Town Administrator or the Mayor determines that meeting in person is not practical or prudent, because of a qualifying event declared disaster or emergency affecting the Town; (2)All members of the Board of Trustees can hear one another or otherwise communicate with one another and can hear or read all discussion and testimony in a manner designed to provide maximum notice and participation; (3)Members of the public present at the regular meeting location can hear or read all discussion, testimony and votes, unless that is not practical, in the determination of the Town Administrator, due to the qualifying eventdisaster or emergency, in which case the Town Administrator shall ensure that the meeting is as open as practicable to the public through other means; (4)At least one (1) member of the Board of Trustees is present at the regular meeting location, unless not practicable due to the qualifying event pandemic or other disaster or emergency; (5)All votes are conducted by roll call; (6)The meeting is recorded, or minutes of the meeting are taken, and the recording or a draft of the minutes is made available to the public as quickly as practicable; and (7)To the extent possible, full and timely notice is given to the public setting forth the time of the meeting, the fact that some members of the Board of Trustees may participate remotely, and the right of the public to monitor the meeting from another location; provided that these requirements are subject to subsection (a), above, if the virtual meeting is also an emergency meeting. (c)Qualifying event. For the purposes of this section, a “qualifying event” is a current declared disaster or emergency affecting the Town, or a period of elevated threat Attachment 1 Page 281 to public health due to COVID-19 so as to cause an undue risk to in-person meeting participants as determined by the Mayor or the Town Administrator and communicated to the public in the published agenda for the virtual meeting. Section 3: Section 3.1 of the Estes Park Development Code is hereby amended, by adding underlined material and deleting stricken material, to read as follows: § 3.1 - General Provisions . . . D. Required Times for Action and Inaction. . . . 5. Suspension of Time Periods for Review in Emergencies. Whenever the provisions of this Section or this code require that reviewers or the Decision-Making Body take action on an application within a specified period of time, any declaration of emergency or disaster under §2.28.030 of the Estes Park Municipal Code shall have the effect of nullifying and suspending any and all effects of the specified time periods or deadlines for pending applications until the declaration has terminated. Such time periods shall restart upon the termination of the declaration. If the relevant time period relates to a deadline for holding a public hearing, and the Town Administrator determines that a remote or virtual public hearing may be held in a practical, lawful, and effective manner, the applicant may choose, in writing, to proceed with such a remote or virtual public hearing or to delay the public hearing until the Town determines that an in-person public hearing may safely be held. Without limitation, this paragraph specifically applies to the thirty-day deadline in §3.2(F)(1). The Town may schedule a public hearing to occur virtually during an emergency. . . . Section 4: This Ordinance shall take effect and be enforced thirty (30) days after its adoption and publication by title. PASSED AND ADOPTED by the Board of Trustees of the Town of Estes Park, Colorado this ____ day of _______________, 2022. TOWN OF ESTES PARK, COLORADO By: Mayor ATTEST: Town Clerk I hereby certify that the above Ordinance was introduced at a regular meeting of the Board of Trustees on the day of , 2022 and published by title in a newspaper of general circulation in the Town of Estes Park, Colorado, on the day of , 2022, all as required by the Statutes of the State of Colorado. Town Clerk APPROVED AS TO FORM: Town Attorney Page 282 TOWN ADMINISTRATOR’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Jason Damweber, Assistant Town Administrator Date: September 27, 2022 RE: Approve Framework for Expenditure of Potential Lodging Tax Revenues (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER QUASI-JUDICIAL YES NO Objective: Receive Town Board approval of the proposed framework regarding expenditure of potential lodging tax revenues to address workforce housing and childcare needs in the Estes Valley in the event of a successful ballot initiative in November. Present Situation: House Bill 22-1117, enacted by the State in March 2022, permits the use of lodging tax revenue collected by a local marketing district to address local issues related to workforce housing and childcare. It is up to voters in the local marketing district to decide whether to authorize the use of lodging tax revenue for these purposes. In light of significant challenges in the Estes Valley related to the lack of workforce and attainable housing and options for childcare, Visit Estes Park convened a “Lodging Tax Exploration Task Force” charged with, simply put, developing recommendations for the Visit Estes Park Board regarding a potential ballot initiative. After taking into consideration the recommendations of the Task Force, discussions with community members, and the findings from a significant amount of research, the Visit Estes Park Board of Directors recommended the following: • To pursue a 3.5% increase over the current lodging tax by administering a ballot initiative for the voters of the marketing district in November 2022. • To use funds for both workforce housing and childcare. • Funds should be administered by the Town of Estes Park. • Additionally, the Board acknowledges that the Town of Estes Park is in the process of developing a strategic plan as part of the 2022 housing needs assessment and supports their intent to use it to build a plan for the use of these funds. Page 283 At a special joint meeting held on August 1, 2022, the Visit Estes Park Board, Town of Estes Park Board of Trustees, and Larimer County Board of Commissioners indicated agreement on and approved these recommendations. The Boards confirmed that the Town of Estes Park would be responsible for: • Administration of funds received through the potential new revenue stream. • Development of an initial framework for how funds collected would be used. • Prioritization of projects based on community needs and opportunities as they arise. The Town Board discussed the proposed framework at a Study Session held on September 13, 2022 and requested that the item be brought back for approval at a regular Town Board meeting. Proposal: Staff proposes that the Town Board approve the framework. If approved, staff will begin preparing for implementation of the framework. Advantages: House Bill 22-1117 provides an unprecedented opportunity to create a new revenue source dedicated to mitigating the significant workforce housing and childcare issues faced by workers in the Estes Valley. Disadvantages: Increased lodging tax. Action Recommended: What do you need to move forward? What are the time parameters? Who must approve the project - or give the go-ahead and how should notice be given? The very next step to implement. Finance/Resource Impact: To be determined Level of Public Interest High Sample Motion: I move for the approval/denial of the Proposed Framework: Expenditures of Local Marketing District Funds for Workforce Housing and Childcare Attachments: 1. Proposed Framework: Expenditures of Local Marketing District Funds for Workforce Housing and Childcare Page 284 A Proposed Framework: Expenditures of Local Marketing District Funds for Workforce Housing and Childcare Town of Estes Park September 2022 Attachment 1 Page 285 Introduction House Bill 22-1117, enacted by the State in March 2022, permits the use of lodging tax revenue collected by a local marketing district to address local issues related to workforce housing and childcare. It is up to voters in the local marketing district to decide whether to authorize the use of lodging tax revenue for these purposes. In light of significant challenges in the Estes Valley related to the lack of workforce and attainable housing and options for childcare, Visit Estes Park convened a “Lodging Tax Exploration Task Force” charged with, simply put, developing recommendations for the Visit Estes Park Board regarding a potential ballot initiative. After taking into consideration the recommendations of the Task Force, discussions with community members, and the findings from a significant amount of research, the Visit Estes Park Board of Directors recommended the following: ● To pursue a 3.5% increase over the current lodging tax by administering a ballot initiative for the voters of the marketing district in November 2022. ● To use funds for both workforce housing and childcare. ● Funds should be administered by the Town of Estes Park. ● Additionally, the Board acknowledges that the Town of Estes Park is in the process of developing a strategic plan as part of the 2022 housing needs assessment and supports their intent to use it to build a plan for the use of these funds. At a special joint meeting held on August 1, 2022, the Visit Estes Park Board, Town of Estes Park Board of Trustees, and Larimer County Board of Commissioners indicated agreement on and approved these recommendations. The Boards confirmed that the Town of Estes Park would be responsible for: ● Administration of funds received through the potential new revenue stream. ● Development of an initial framework for how funds collected would be used. ● Prioritization of projects based on community needs and opportunities as they arise. To that end, the Town offers the following “framework,” developed in collaboration with partners from the Estes Park Housing Authority (EPHA), the EVICS Family Resource Center, and input from several other interest parties and stakeholders in the community. It is important to note that the proposed framework is based on the assumption that a local marketing district ballot initiative is successful and that funds can be used to address both workforce housing and childcare. Estimated costs listed with each strategy are, at best, rough guesses if such strategies were implemented. Foundational Documents Several existing resources were used to inform development of this framework, including: ● Colorado General Assembly House Bill 22-1117: Use of Local Lodging Tax Revenue (2022) ● Recommendations on the Outcome of the Lodging Tax Exploration Task Force (2022) ● Workforce Housing and Childcare Ad-Hoc Task Force Final Report (2019) ● Childcare Needs Assessment (2018) ● Housing Needs Assessment (2016) Page 286 How Would Funds be Spent? A 3.5% increase in the lodging tax would equate to approximately $5,000,000 annually, based on estimates provided by Visit Estes Park. Needless to say, this unprecedented revenue source could present a range of new opportunities to address workforce housing and childcare challenges in the Estes Valley. While there is potential for this money to accumulate over the years, it could also be spent very quickly in light of the great need in the community and the high costs for property, construction, and other such expenditures. The sections below provide a framework of strategies that could be implemented using lodging tax revenues to meet workforce housing and childcare needs, respectively. While we would want the ability to be nimble with a portion of the funds in order to capitalize on property acquisition opportunities as they arise, we also need to move quickly on implementing strategies that promote retention of existing local workers and recruitment of new ones. If a ballot initiative is successful, the first year would entail formalizing partnerships, prioritizing strategies, creating new programs, hiring new staff to administer programs and coordinate with partnering organizations (and possibly consultants with expertise in development of relevant programs), and beginning to utilize funds as they become available to implement strategies. Similar to the caveat in the previous section, it is important to note here that the strategies outlined in this framework are examples of how funds could be spent and that the summaries following each strategy are simply meant to provide further explanation about the strategy. Each would need to be fleshed out as programs and formal implementation plans are developed. Workforce Housing The 2016 Housing Needs Assessment concluded that between 1,480 and 1,690 housing units were needed to address workforce housing shortages in the Estes Valley. In order to meet this need, which only seems to be growing more urgent, we must plan for and implement a mix of strategies that includes new construction and conversion of existing housing in the valley that is not currently occupied by residents in the local workforce. With financial assistance from the Colorado Department of Local Affairs (DOLA), the Town is currently working with a consultant to conduct a new Housing Needs Assessment and Strategic Plan. The study is expected to conclude in November 2022, at which point the results and report will be provided to the Town. We acknowledge that the proposed framework and strategies outlined below may need to be reassessed depending on new information gleaned. However, it has long been clear that there is a need to address a range of affordability, to create a variety of unit types, and to provide opportunities for renters, those interested in purchasing homes, and the seasonal workforce. While further details on each are provided below, the following is a summary of strategies that a dedicated source of revenues for workforce housing would enable us to hone and implement. As further outlined in the section on administration of funds, creation and implementation of new programs would likely require additional staff positions within the Town and/or partnering agencies. In no particular order, strategies to address the shortage in workforce housing in the Estes Valley include: Page 287 1. Property Acquisition o Purchase/preservation of existing housing units o Purchase of other properties, such as accommodations establishments, that could be rehabbed and converted into housing units o Land-banking 2. New Construction o Through partnerships with developers (including the Estes Park Housing Authority) o Incentives such as use of publicly-owned property, density bonuses, fee waivers, amortization of tap fees, and other subsidies 3. Incentives to Construct Accessory Dwelling Units (ADU) o Direct Subsidies or Revolving Loan Fund 4. Incentives for Deed Restrictions 5. Assistance for Home Purchases o Down payment assistance or “cash-buyer” program 6. Rental Assistance o Subsidies to tenants and/or landlords 7. Subsidies for Conversion of Short-Term Rentals to Long-Term Rentals 8. Employer Assistance Programs 9. Development Code Amendments to Allow/Encourage Density Property Acquisition ● Summary: Perhaps the most obvious strategy to address the shortage of workforce housing is to buy existing structures that could only be used to house the local workforce. This could be apartment complexes or other multi-family residences, single-family homes, hotels/motels that could be converted into units for the workforce, or other such properties as they become available. In addition to existing structures, land where workforce housing could be developed in future could be purchased for “land-banking” as it becomes available. Given the geographical location of the Estes Valley and the need for so many units, the acquisition of developable (or redevelopable) land is one of the most critical strategies for addressing the challenges we face. Depending on costs and available funds, purchases could be made with cash or through other financing mechanisms (including bonding, issuance of Certificates of Participation, a revolving loan fund, proceeds from disposition of other property, etc.). The Town could purchase property directly or provide funding to other entities, such as the EPHA, in order to acquire property for workforce housing. ● Estimated Costs in first 5 Years: $10,000,000+ New Construction ● Summary: Partner with developers – whether from the private or non-profit sector (including the Estes Park Housing Authority) – to construct new workforce housing in the Estes Valley. Town-owned property could be leveraged for this purpose. Other incentives could include direct financial contributions/assistance, density bonuses, fee waivers associated with the development review process, tap fee amortization, and/or other subsidies to cover costs for building permit services and the like. Page 288 ● Estimated Costs in first 5 Years: $5,000,000+ Incentives to Construct Accessory Dwelling Units (ADUs) ● Summary: Create an incentive program to encourage the construction of ADUs to house members of the local workforce. This could be through direct subsidies or a revolving loan program. Such a program would provide an existing eligible property owner with cash or a low- interest loan for the construction or conversion of an existing space to an Accessory Dwelling Unit on the owner’s property, where permitted. In exchange, the owner would lease the ADU to an eligible household. Limits could be placed on the amount of rent charged, depending on how the agreement was structured. The agreements would be in the form of a restrictive covenant. ● Estimated Costs in first 5 Years: ~$1,000,000; depends on the number of ADUs constructed/converted and whether there is a preference for direct subsidies, loans, or a combination of the two. Incentives for Deed Restrictions ● Summary: Create an incentive program to encourage prospective local buyers of homes to place price-capped restrictions and/or workforce restrictions on their homes in exchange for cash. Capping prices for resale (pegged to some measure of affordability) would help keep housing more attainable from an affordability standpoint, while deeds requiring a housing unit that is resold be sold to a member of the local workforce would ensure that it remains housing for local workers. Eligibility would be based on income and/or net worth of the buyer. ● Estimated Costs in first 5 Years: ~$2,500,000; depends on the number and cost of deed restrictions Assistance for Home Purchases (down payment assistance or “cash-buyer” program) ● Summary: Existing down payment assistance programs offered through the Estes Park Housing Authority and Larimer County could be bolstered and better funded. In addition to down payment assistance, a “cash-buyer” program could be created that supports buyers in the local workforce who desire to participate in the real estate market but have difficulty competing with cash buyers who are typically more agile, can offer a higher purchase price, and can close more quickly because there is no financing contingency. This program would allow the Town or Estes Park Housing Authority to act as a cash buyer on behalf of an eligible household or in its own interest to acquire a property, which may then be resold to the eligible household. In exchange, the Town or EPHA would record a price-capped (appreciation cap and/or AMI limit) and/or workforce deed restriction on the property, which will preserve the property for future local housing. ● Estimated Costs in first 5 Years: ~$2,500,000 Rental Assistance (subsides to tenants and/or landlords) ● Summary: Create a fund for rental/lease assistance for members of the local workforce who sign a new 12-month lease in the Estes Valley based on predetermined eligibility criteria. Page 289 Assistance could be provided throughout the term of a lease or at the outset, which would increase the viability of obtaining a local long-term rental by assisting with up-front costs. Another approach to providing rental assistance could be to “buy down” rents through direct subsidies to landlords. ● Estimated Costs in first 5 Years: ~$400,000 Subsidies for Conversion of Short-Term Rentals to Long-Term Rentals ● Summary: Often referred to as “lease-to-locals,” a program could be established where incentives in the form of direct subsidies could be provided to owners of short-term rentals to convert their housing units to long-term rentals (or even seasonal rentals) for members of the local workforce. The amount of the subsidy would increase with the number of bedrooms offered in the housing units. Summit County recently implemented a “lease to locals” program that could serve as a model for our purposes. Additionally, subsidies could be provided when there is a need to rehab existing houses in order to make improvements necessary to increase the number of bedrooms in a unit being converted to a long-term rental. ● Estimated Costs in first 5 Years: ~$300,000; depends on the number of units that would agree to convert from short- to long-term rentals and the amount of the subsidies. Employer Assistance Program ● Summary: Create a program to provide assistance in the form of subsidies to local employers who house members of the workforce, including seasonal employees, locally. ● Estimated Costs in first 5 Years: ~200,000 Development Code Amendments to Allow/Encourage Density ● Summary: Although lodging tax revenues may not be needed to address this strategy, it is still worth mentioning that consideration of amendments to the Development Code could lead to more housing when it comes to increased density and infill developments. ● Estimated Costs in first 5 Years: Staff time associated with processes required to amend the development codes pertaining to the local marketing district. Page 290 Childcare The June 2019 Final Report of the Workforce Housing and Childcare Task Force, informed by a 2018 Estes Valley Childcare Needs Assessment, states that “the lack of availability of infant and toddler care in the Estes Valley is at a crisis level and has been getting worse for several years.” Census data shows that the population of Estes Park has aged significantly since 2010: the median age in 2010 was 50.9, and in 2020 it was 62.1. While the population grew slightly over that period of time, these figures suggest that young people are leaving Estes Park and/or choosing not to come here. Anecdotal evidence gleaned through various surveys, including a 2019 Youth in Action survey, clearly shows that the lack of childcare is a major consideration for young people when deciding to either move to or leave the Estes Valley. Key findings from a more recent report by the Common Sense Institute, “The Growing Strain on the Child Care Business Model: Economic Impacts and Opportunities for Improving Affordability and Access,” indicate that in Colorado: ● The “Childcare gap” is growing (about 38% of children in Colorado need childcare but families cannot reasonably access it) ● Childcare providers are struggling to get started and stay open ● Families that can access childcare are paying more than double what is deemed “affordable” ● The high cost of childcare is impacting the workforce ● Operational and regulatory reform are needed With respect to Larimer County and the Estes Valley more specifically: ● There are currently only 4 licensed infant slots in Estes Park. ● According to the Early Childhood Council of Larimer County, 75% of Larimer County families cannot find infant care. ● According to the Early Childhood Council of Larimer County, 40% of Larimer County families with preschoolers cannot find care. ● Young people in Estes Park (Youth in Action survey 2019) don’t have the expectation of being able to stay here, get a good job, and raise a family. ● Young people planning to begin a family find no early care options and decide to move down into the valley to start their family. ● In Estes Park, all sectors have experienced loss of employees directly due to inability to find early care in our community. This includes the school district, hospital/clinic, Town of Estes Park, retail, and lodging. ● 10% of Colorado residents quit or don’t take jobs because of childcare challenges. During the pandemic, this challenge was heightened and families in Larimer County reduced their work by 42% due to lack of childcare. It is very clear that affordability and access to childcare are significant issues across all of Colorado. Because of our geographical location, the issues seem to be even more dire in the Estes Valley. In light of the varied challenges faced by families in need of childcare and providers struggling to start a business and stay open, there are three areas where funding from the lodging tax revenues could help Page 291 turn the tide. Providers of childcare may need assistance with all three in order to start or remain in business. They include: 1. Facilities/Capital 2. Addressing Workforce Challenges 3. Tuition Assistance/Scholarships A comprehensive childcare program would need to be developed that includes the process for awarding funds, determining eligibility and how eligibility is verified on a regular basis, regularly ensuring accountability on the part of providers, etc. Development and implementation of such a program would almost certainly require additional staff. Facilities/Capital ● Summary: Needless to say, childcare providers require adequate and safe space in order to operate their businesses. Especially for licensed facilities, and depending on the number of spaces available and the ages of the children, there are standards that must be met related to things like the number and size of rooms, how the rooms are used (free play, sleeping, preparing and eating food), and the number of bathrooms and toilets, etc. Costs to purchase or rent facilities for childcare can be a huge barrier for providers to start or stay in business. While it is unclear exactly how great the need for space is in the Estes Valley, it is believed that there is currently not enough space to meet current demand, at least not for spaces in licensed facilities and especially not for infants. With respect to facilities/capital, lodging tax revenues could be used in the following ways: o Purchase land or existing building(s) to be used for childcare and offer to provider at affordable rate. o Provide financial assistance to childcare provider wishing to purchase a facility for childcare, whether as a direct subsidy or through a low interest loan. o Provide rental assistance for providers. o Provide funding for capital improvements to existing facilities needed in order to open or to maintain or increase capacity. ● Estimated Costs in first 5 Years: $1,000,000+ Addressing Workforce Challenges ● Summary: While it is often believed that “if you build it, they will come” – which may have been true in the past – it is now clear that even with low-cost (or even free) space, providers are finding it increasingly challenging to recruit and retain staff at childcare facilities. Case in point: in 2022, a local childcare provider utilizing a facility with spaces for up to 40 children free of charge was unable to stay in operation because they could not successfully hire and retain staff. At an average of $13-15 per hour, wages in the childcare industry are low compared to other industries, one of the main difficulties with recruitment and retention. Providers can only charge as much as people can afford to pay, which results in a vicious cycle when it comes to affordability for parents and the amount of revenues providers are able to bring in to operate Page 292 and retain staff. Often, childcare providers are unable to afford to provide staff with health insurance, paid leave, and other such benefits. With respect to workforce challenges, lodging tax revenues could be used in the following ways: o Subsidies to providers based on the number of spaces provided and/or number of staff to encourage them to start or stay in business in the Estes Valley, including for out-of- school time programs. o Subsidies to providers to help bridge the gap between what they are able to afford to pay staff and what is deemed (when a program is developed) to be a reasonable, living wage. o Subsidies to help pay or offset costs for benefits such as healthcare and paid leave. o Assistance with costs associated with licensing and/or staff training. o Assistance with costs associated with housing staff. o Assistance with costs associated with transportation needs of staff and/or children. By accepting funds, providers would be required to demonstrate how the funds are being used to address workforce challenges. The Town would dictate these requirements, likely to include a minimum salary or wages for staff and a minimum number of spaces provided. Requirements would formally be agreed to by the providers. ● Estimated Costs in first 5 Years: ~$750,000 Tuition Assistance/Scholarships ● Summary: The US Department of Health and Human Services considers childcare affordable if it costs no more than 7% of a household’s income. Colorado families spend, on average, about 18% of their annual household income on childcare. And that is just for those who are able to overcome challenges with accessibility. Many parents simply cannot afford to put their children in childcare, which has significant negative impacts on the workforce and economy. While there are a variety of long-standing programs that provide tuition assistance and scholarships for parents and children in Larimer County, these programs are often underfunded and cannot keep up with demand. Local partner, EVICS Family Resource Center, has a well- managed tuition assistance (“scholarship”) program, requiring verification of eligibility every three-months, but the organization often struggles to raise adequate funding for the program to meet the need in the community. The Town could create its own program or partner with EVICS and/or others with established tuition assistance programs to provide funds to help bridge the affordability gap. ● Estimated Costs in first 5 Years: ~$150,000 Page 293 Overview of Administration and Governance of Lodging Tax Funds for Workforce Housing and Childcare While the local marketing district, Visit Estes Park, would be the recipient of all lodging tax revenues, the organization’s Board of Directors indicated its primary desire was to levy the tax and aggregate funds earmarked for workforce housing and childcare, but not serve as the administrator of funds. At the August 1 joint meeting of the Boards of Visit Estes Park, the Town of Estes Park, and Larimer County, the group determined that the Town should administer the funds. The Town indicated its willingness to serve in this capacity in the event of a successful ballot initiative. Administration of the funds would entail receiving the tax revenue from Visit Estes Park, creating and implementing programs and strategies to address workforce housing and childcare challenges, and accounting for the expenditure and utilization of funds. Programs and services could be offered directly through the Town but the Town would also likely serve as a pass-through and oversight organization for funds going to partnering organizations in the community that have their own programs to address workforce housing and/or childcare. This is not to say that the Town would be making all decisions unilaterally. While it would be tedious and unnecessary for multiple entities to review and approve individual expenditures or fund disbursements, there will need to be agreement between the Town and County on higher-level decisions. To that end, the Town proposes a governance structure involving the Town and County where the Town prepares a brief plan on an annual basis that includes an estimate of expected lodging tax revenues (consistent with Visit Estes Park’s Operating Plan), the proportion that would go toward workforce housing vis-à-vis childcare, and the amount of funds to be budgeted as expenditures associated with strategies as outlined above (to the extent that funds are allocated for specific strategies). The Town Board and Board of County Commissioners would agree to and affirm the plan on an annual basis. This structure could be agreed to through an amendment to our existing Intergovernmental Agreement. Other items for discussion and consideration may include: • Definition of Workforce Housing. • Eligibility parameters for end recipients of funds. • Parameters for fund disbursement to partnering agencies. • Funding required in order to administer programs. o New staff would likely be needed within the Town and possibly within partnering organizations. o Partnering organizations may require an administration fee to administer certain programs. Conclusion It is very clear that shortages in workforce housing and the lack of access to childcare, especially affordable childcare, are significant issues in the Estes Valley. Unless addressed in short order, the issues are likely to have increasingly negative impacts on the economy and quality of life for residents. House Bill 22-1117 enables a never-before-seen revenue stream that could help reverse the negative trends we are seeing with respect to recruitment and retention of staff in just about every industry. As outlined in this document, there is no shortage of strategies that we can implement to create more housing for the Page 294 local workforce and more opportunities for parents to find quality, affordable childcare. Now we just need the funds to do so. Page 295       Page 296 TOWN CLERK’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Jackie Williamson, Town Clerk Date: September 27, 2022 RE: Interview Committee for the Family Advisory Board (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER Committee QUASI-JUDICIAL YES NO Objective: To appoint Town Board members to the interview committee for vacancies on the Family Advisory Board. Present Situation: The Family Advisory Board consists of seven to ten-members and the board currently has two vacancies. The Town Clerk’s Office has advertised the opening and has received no applications as of the date of this memo. Proposal: Policy 101 Section 6 states all applicants for Town Committees/Boards are to be interviewed by the Town Board, or its designee. Any designee will be appointed by the Town Board. Therefore, two members of the Board would interview all interested applicants for the board positions. Advantages: To move the process forward and allow interviews to be conducted of interested applicants. Disadvantages: None. Action Recommended: To appoint two Trustees to the interview committee. Finance/Resource Impact: None. Page 297 Level of Public Interest Low. Sample Motion: I move to approve/deny the appointment of Trustees __________ and ___________ to the Family Advisory Board interview committee. Attachments: None. Page 298 TOWN CLERK’S OFFICE Memo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Jackie Williamson, Town Clerk Date: September 27, 2022 RE: Interview Committee for the Estes Park Planning Commission (Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER Committee QUASI-JUDICIAL YES NO Objective: To appoint Town Board members to the interview committee for vacancies on the Estes Park Planning Commission. Present Situation: The Estes Park Planning Commission consists of five-members and the Commission currently has one vacancy. The Town Clerk’s Office has advertised the opening and has received one application as of the date of this memo. Proposal: Policy 101 Section 6 states all applicants for Town Committees/Boards are to be interviewed by the Town Board, or its designee. Any designee will be appointed by the Town Board. Therefore, two members of the Board would interview all interested applicants for the commission positions. Advantages: To move the process forward and allow interviews to be conducted of interested applicants. Disadvantages: None. Action Recommended: To appoint two Trustees to the interview committee. Finance/Resource Impact: None. Page 299 Level of Public Interest Low. Sample Motion: I move to approve/deny the appointment of Trustees __________ and ___________ to the Estes Park Planning Commission interview committee. Attachments: None. Page 300 TOWN BOARD MEETING September 27, 2022 Request to Amend the Agenda to Include: ACTION ITEM: Approving a Letter of Intent to Meet Conditions and a Request for Obligation of Funds from the United States Department of Agriculture for Grant Funding and Loan Financing to Support the Reconstruction of the Former Prospect Mountain Water Distribution System of the Former Prospect Mountain Water Company. Item to be presented by Manager Wesley. Page 301 USDA is an equal opportunity provider, employer, and lender. Rural Development Colorado State Office Denver Federal Center P.O. Box 25426 Denver, CO 80225 Voice: 800-424-6214 Fax: 866-587-7607 September 27, 2022 Town of Estes Park acting by and through the Water Activity Enterprise Wendy Koenig PO Box 1200 Estes Park, CO 80517 SUBJECT: Amendment to the Amended Letter of Conditions dated April 16, 2021 Project Name: Prospect Mountain Water Company – Cost Overrun Water Application CFDA NUMBER – 10.760 RUS Loan #01: $4,493,000 RUS Grant #02: $6,547,000 RUS Grant #03 $3,988,000 Applicant: $245,000 DOLA: $25,000 If you agree to meet the conditions set forth in this letter and desire further consideration be given to your application, please complete and return the following forms within 30 days: Form RD 1942-46, “Letter of Intent to Meet Conditions” Form RD 1940-1, “Request for Obligation of Funds” RUS Bulletin 1780-12, “Water and Waste System Grant Agreement” The loan/grant will be considered approved on the date Form RD 1940-1, “Request for Obligation of Funds,” is signed by the approving official. Thus, this letter in itself does not constitute loan and/or grant approval, nor does it ensure that funds are or will be available for the project. When funds are available, the Form 1940-1 will be provided to you for your signature. After you sign and return the form to the Agency, the request will be processed and loan/grant funds will be approved and obligated. Extra copies of this letter are being provided for use by your engineer, attorney, bond counsel and accountant. All parties may access information and regulations referenced in this letter at our website located at www.rd.usda.gov. The conditions are as follows: Attachment 1 Page 302 Prospect Mountain Water Company Project – Letter of Conditions 2 SECTION I - PROJECT DETAIL 1. Project Description – Funds will be used to upgrade the PMWC water distribution system to meet the Town of Estes Park standards. The system improvements will allow for disinfection and adequate fire flow throughout the Prospect Mountain service area. As a result, the Town of Estes Park will take ownership and operation of the system. Facilities will be designed and constructed in accordance with sound engineering practices and must meet the requirements of Federal, State, and local agencies. The proposed facility design must be based on the Preliminary Engineering Report (PER) as concurred with by the Agency. 2. Project Funding – The Agency is offering the following funding for your project: RUS Loan #01: $4,493,000 RUS Grant #02: $6,547,000 RUS Grant #03 $3,988,000 This offer is based upon the following additional funding being obtained. Applicant Contribution - $ 245,000 DOLA - $25,000 TOTAL PROJECT COST - $15,298,000 This funding is offered based on the amounts stated above. Prior to loan closing, any increase in non-Agency funding will be applied first as a reduction to Agency grant funds, up to the total amount of the grant, and then as a reduction to Agency loan funds. Any changes in funding sources following obligation of Agency funds must be reported to the processing official. Project feasibility and funding will be reassessed if there is a significant change in project costs after bids are received. If actual project costs exceed the project cost estimates, an additional contribution by the Owner may be necessary. Prior to awarding construction bids, you must provide evidence of applicant contributions and approval of other funding sources (i.e. once bankruptcy is finalized). This evidence should include a copy of the commitment letter. Agency funds will not be used to pre-finance funds committed to the project from other sources. 3. Project Budget – Funding from all sources has been budgeted for the estimated expenditures as follows: Project Costs: Total Budgeted: Page 303 Prospect Mountain Water Company Project – Letter of Conditions 3 Admin $537,000 Construction $10,732,588 Contingency $999,292 Engineering Fees $1,421,500 Includes: Basic $1,141,500 Estimated Reimbursables $55,000 RPR (Inspection) $225,000 Interest - Interim $125,000 Remaining Town Development/WR Fees $1,064,120 Easement Acquisition $250,000 Testing $161,000 Northern Water Inclusion $7,500 TOTAL $15,298,000 Obligated loan or grant funds not needed to complete the proposed project will be de-obligated prior to start of construction. Any reduction will be applied to grant funds first. An amended letter of conditions will be issued for any changes to the total project budget. Please let me know if there are further questions. Sincerely, ALLISON RUIZ Area Specialist Page 304 According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0570- 0062. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. USDA Form RD 1940-1 REQUEST FOR OBLIGATION OF FUNDS Rev. 06-10) INSTRUCTIONS-TYPE IN CAPITALIZED ELITE TYPE IN SPACES MARKED ( ) Complete Items 1 through 29 and applicable Items 30 through 34. See FMI. FISCALYEARLOANNUMBER1. CASE NUMBER BORROWERIDST 2. BORROWER NAME 3. NUMBER NAME FIELDS 1, 2, or 3 from Item 2) 4. STATE NAME 5. COUNTY NAME GENERAL BORROWER/LOAN INFORMATION 9. EMPLOYEE8. COLLATERALCODE7. TYPE OFAPPLICANT6. RACE/ETHNIC 5 - ASSOC. OF FARMERS RELATIONSHIPCODECLASSIFICATION1- REAL ESTATE 4 - MACHINERY ONLY SECURED 5 - LIVESTOCK ONLY 6 - ORG. OF FARMERS 1 - EMPLOYEE2-REAL ESTATE 6 - CROPS ONLY AND CHATTEL 7 - SECUREDBY4 - HISPANIC1 - WHITE 1 - INDIVIDUAL 2 - MEMBER OFFAMILY2 - BLACK 5 - A/PI 2 - PARTNERSHIP 3 - CLOSERELATIVE3 - NOTE ONLY ORBONDS3 - AI/AN 3 - CORPORATION 4 - ASSOC.CHATTEL ONLY 10. SEX CODE 13. CREDITREPORT12. VETERANCODE11. MARITAL STATUS 1 - MARRIED 3 - UNMARRIED (INCLUDES4 - ORGAN. MALE OWNED 1 -YES1 -YES5 - ORGAN FEMALEOWNED1 - MALE 2 -NO2 -NO2 -FEMALE 6 - PUBLIC BODY 2 - SEPARATED WIDOWED/DIVORCED) 14. DIRECT PAYMENT 16. FEEINSPECTION15. TYPE OF PAYMENT 1 -YES(See FMI)2 - NO 18. USE OF FUNDSCODE17. COMMUNITY SIZE 1 - 10 000 OR LESS (FOR SFH AND (See FMI)2 - OVER 10,000 HPG ONLY) COMPLETE FOR OBLIGATION OF FUNDS 19. TYPE OF 22. TYPE OFACTION20. PURPOSE CODE 21. SOURCE OF FUNDS ASSISTANCE 1 -OBLIGATION ONLY 2 - OBLIGATION/CHECK REQUEST(See FMI) 3 - CORRECTION OF OBLIGATION 23. TYPE OF SUBMISSION 24. AMOUNT OF LOAN 25. AMOUNT OF GRANT 1 - INITIAL 2 -SUBSEQUENT 26. AMOUNT OF IMMEDIATE ADVANCE 29. REPAYMENTTERMS27. DATE OF 28. INTEREST RATE APPROVAL MO DAY YR COMPLETE FOR COMMUNITY PROGRAM AND CERTAIN MULTIPLE-FAMILY HOUSING LOANS If the decision contained above in this form results in denial, reduction or cancellation of USDA assistance, you may appeal this decision and have a hearing or you may request a review in lieu of a hearing. Please use the form we have included for this purpose. Position 2 ORIGINAL - Borrower's Case Folder COPY 1 - Finance Office COPY 2 - Applicant/Lender COPY 3 - State Office CO 3 - FAMILY UNIT 30. PROFIT TYPE 1 - FULL PROFIT 3 - NONPROFIT 2 - LIMITED PROFIT COMPLETE FOR EM LOANS ONLY 31. DISASTER DESIGNATION NUMBER See FMI) FINANCE OFFICE USE ONLY 33. OBLIGATION DATE MO DA YR COMPLETE FOR CREDIT SALE-ASSUMPTION COMPLETE FOR FP LOANS ONLY 32. TYPE OF SALE 1 -CREDIT SALE ONLY 3 -CREDIT SALE WITH SUBSEQUENT LOAN SUBSEQUENT LOAN 2 - ASSUMPTION ONLY 4 -ASSUMPTION WITH 34. BEGINNING FARMER/RANCHER See FMI) 1 - MONTHLY 3 - SEMI-ANNUALLY 2 - ANNUALLY 4 - QUARTERLY 4 - PUBLIC BODY 7 - NONPROFIT-SECULAR 8 - NONPROFIT-FAITH BASED 9 - INDIAN TRIBE 11-OTHER FORM APPROVED OMB No. 0570-0062 10-PUBLIC COLLEGE/UNIVERSITY 8 - RLF ACCT Attachment 2 Page 305 CERTIFICATION APPROVAL EM, OL, FO, and SWLoansForAllFarmersPrograms This loan is approved subject to the availability of funds. If this loan does not close for any reason within 90 days from the date of approval on this document, the approval official will request updated eligibility information. The undersigned loan applicant agrees that the approval official will have 14 working days to review any updated information prior to submitting this document for obligation of funds. If there have been significant changes that may affect eligibility, a decision as to eligibility and feasibility will be made within 30 days from the time the applicant provides the necessary information. If this is a loan approval for which a lien and/or title search is necessary, the undersigned applicant agrees that the 15-working-day loan closing requirement may be exceeded for the purposes of the applicant's legal representative completing title work and completing loan closing. 35.COMMENTS AND REQUIREMENTS OF CERTIFYING OFFICIAL 36.I HEREBY CERTIFY that I am unable to obtain sufficient credit elsewhere to finance my actual needs at reasonable rates and terms, taking into consideration prevailing private and cooperative rates and terms in or near my community for loans for similar purposes and periods of time. I agree to use the sum specified herein, subject to and in accordance with regulations applicable to the type of assistance indicated above, and request payment of such sum. I agree to report to USDA any material adverse changes, financial or otherwise, that occur prior to loan closing. I certify that no part of the sum specified herein has been received. I have reviewed the loan approval requirements and comments associated with this loan request and agree to comply with these provisions. For FP loans at eligible terms only) If this loan is approved, I elect the interest rate to be charged on my loan to be the lower of the interest rate in effect at the time of loan approval or loan closing. If I check ''NO'', the interest rate charged on my loan will be the rate specified in Item 28 of this form.YES NO WARNING:Whoever, in any matter within the jurisdiction of any department or agency of the United States knowingly and willfully falsifies, conceals or covers up by any trick, scheme, or device a material fact, or makes any false, fictitious or fraudulent statements or representations, or makes or uses any false writing or document knowing the same to contain any false, fictitious or fraudulent statement or entry, shall be fined under this title or imprisoned not more than five years, or both.'' Date Signature of Applicant) Date , Signature of Co-Applicant) 37.I HEREBY CERTIFY that all of the committee and administrative determinations and certifications required by regulations prerequisite to providing assistance of the type indicated above have been made and that evidence thereof is in the docket, and that all requirements of pertinent regulations have been complied with. I hereby approve the above-described assistance in the amount set forth above, and by this document, subject to the availability of funds, the Government agrees to advance such amount to the applicant for the purpose of and subject to the availability prescribed by regulations applicable to this type of assistance. Signature of Approving Official) Date Approved:Title: 38.TO THE APPLICANT: As of this date , this is notice that your application for financial assistance from the USDA has been approved, as indicated above, subject to the availability of funds and other conditions required by the USDA. If you have any questions contact the appropriate USDA Servicing Office. 20 20 Typed or Printed Name: Page 306 Position 3 Form RD 1942-46 FORM APPROVED OMB NO. 0575-0015 OMB NO. 0570-0062 UNITED STATES DEPARTMENT OF AGRICULTURE RURAL DEVELOPMENT(Rev. 6-10) LETTER OF INTENT TO MEET CONDITIONS Date TO: United States Department of Agriculture Name of USDA Agency) USDA Agency Office Address) We have reviewed and understand the conditions set forth in your letter dated them not later than Name of Association) BY Title) According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a persons is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0575-0015 and 0570-0062. The time required to complete this information collection is estimated to average 1 hour per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data. needed, and completing and reviewing the collection of information. Form RD 1942-46 (Rev. 6-10) It is our intent to meet all of. Page 307       Page 308