HomeMy WebLinkAbout20250737.tiffResolution
Approve Professional Service Agreement for On -Call Planning Services and
Authorize Chair to Sign — Ayres Associates, Inc.
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Professional Service Agreement for
On -Call Planning Services between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department
of Planning Services, and Ayres Associates, Inc., commencing upon full execution of
signatures, with further terms and conditions being as stated in said agreement, and
Whereas, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Professional Service Agreement for On -Call Planning Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Planning Services, and
Ayres Associates, Inc., be, and hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said agreement.
The Board of County Commissioners of Weld County, Colorado, adopted the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 17th day of March, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Aye
Lynette Peppler: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
cC .p L (Dr/M*►/DA/DA)
o3/2.7/25
2025-0737
PL0073
Coni-vaC+-Itaci2C9
MEMORANDUM
TO: BOARD OF COUNTY COMMISSIONERS
FROM: DAVID EISENBRAUN, PLANNING
DIRECTOR
DATE: MARCH 17, 2025
RE: PROFESSIONAL SERVICES CONTRACT -
AYRES ASSOCIATES, INC.
Purpose:
The Department of Planning Services seeks approval to contract with Ayres Associates,
Inc. for professional planning services. This contract will provide essential support at the
Planner III level to address staffing shortages.
Need for Contract:
Project Continuity: Ensures timely review and processing of planning
applications, zoning changes, and development proposals.
Workload Management: Reduces strain on existing staff, preventing burnout
and maintaining service quality.
Public Impact: Avoids delays in permit approvals and community projects,
preserving public trust in the planning process.
Operational Efficiency: Maintains departmental efficiency and prevents
reputational damage from service disruptions.
Contract Details:
• Scope: On -call planning services, including entitlement reviews, zoning analysis,
and public hearing support.
• Term: Effective immediately through December 31, 2025.
• Cost: Not to exceed $120,000.
Recommendation:
The Department recommends approval of the professional services contract with Ayres
Associates, Inc. to maintain critical planning functions and public service levels.
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2025-0737
3/11
PL OUP 3
PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND AYRES
ASSOCIATES, INC.
THIS AGREEMENT is made and entered into thisa ay of March, 2025, by and
between the Board of Weld County Commissioners, on behalf of Department of
Planning Services, hereinafter referred to as "County," and Ayres Associates,
Inc., hereinafter referred to as "Contractor".
WHEREAS, County desires to retain Contractor to perform services as required by
County and set forth in the attached Exhibits; and
WHEREAS, Contractor is willing and has the specific ability, qualifications, and
time to perform the required services according to the terms of this Agreement; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has
the time, skill, expertise, and experience necessary to provide the services as set forth
below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1 Introduction. The terms of this Agreement are contained in the terms recited in this
document and in the attached Exhibits, each of which forms an integral part of this
Agreement and are incorporated herein. The parties each acknowledge and agree
that this Agreement, including the attached Exhibits, define the performance
obligations of Contractor and Contractor's willingness and ability to meet those
requirements (the "Work"). If a conflict occurs between this Agreement and any
Exhibit or other attached document, the terms of this Agreement shall control, and
the remaining order of precedence shall be based upon order of attachment.
Exhibit A consists of Scope of Work
Exhibit B consists Compensation and Payments
2. Service or Work. Contractor agrees to procure the materials, equipment and/or
products necessary for the Work and agrees to diligently provide all services, labor,
personnel, and materials necessary to perform and complete the Work described in
the attached Exhibits. Contractor shall further be responsible for the timely
completion and acknowledges that a failure to comply with the standards and
requirements of Work within the time limits prescribed by County may result in
County's decision to withhold payment or to terminate this Agreement.
3. Term. The term of this Agreement begins upon the date of the mutual execution of
this Agreement and shall continue through and until Contractor's completion of the
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responsibilities described in the attached Exhibits. Both of the parties to this
Agreement understand and agree that the laws of the State of Colorado prohibit
County from entering into Agreements which bind County for periods longer than
one year. This Agreement may be extended upon mutual written agreement of the
Parties.
4. Termination; Breach; Cure. County may terminate this Agreement for its own
convenience upon thirty (30) days written notice to Contractor. Either Party may
immediately terminate this Agreement upon material breach of the other party,
however the breaching party shall have fifteen (15) days after receiving such notice
to cure such breach. Upon termination, County shall take possession of all
materials, equipment, tools and facilities owned by County which Contractor is
using, by whatever method it deems expedient; and, Contractor shall deliver to
County all drawings, drafts, or other documents it has completed or partially
completed under this Agreement, together with all other items, materials and
documents which have been paid for by County, and these items, materials and
documents shall be the property of County. Copies of work product that is
incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." If
this Agreement is terminated by County, Contractor shall be compensated for, and
such compensation shall be limited to, (1) the sum of the amounts contained in
invoices which it has submitted and which have been approved by the County; (2)
the reasonable value to County of the services which Contractor provided prior to
the date of the termination notice, but which had not yet been approved for
payment; and (3) the cost of any work which the County approves in writing which it
determines is needed to accomplish an orderly termination of the work. County
shall be entitled to the use of all material generated pursuant to this Agreement
upon termination. Upon termination of this Agreement by County, Contractor shall
have no claim of any kind whatsoever against the County by reason of such
termination or by reason of any act incidental thereto, except for compensation for
work satisfactorily performed and/or materials described herein properly delivered.
5. Extension or Amendment. Any amendments or modifications to this agreement
shall be in writing signed by both parties. No additional services or work performed
by Contractor shall be the basis for additional compensation unless and until
Contractor has obtained written authorization and acknowledgement by County for
such additional services. Accordingly, no claim that the County has been unjustly
enriched by any additional services, whether or not there is in fact any such unjust
enrichment, shall be the basis of any increase in the compensation payable
hereunder. In the event that written authorization and acknowledgment by the
County for such additional services is not timely executed and issued in strict
accordance with this Agreement, Contractor's rights with respect to such additional
services shall be deemed waived and such failure shall result in non-payment for
such additional services or work performed. In the event the County shall require
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changes in the scope, character, or complexity of the work to be performed, and
said changes cause an increase or decrease in the time required or the costs to the
Contractor for performance, an equitable adjustment in fees and completion time
shall be negotiated between the parties, and this Agreement shall be modified
accordingly by Change Order. Any claims by the Contractor for adjustment
hereunder must be made in writing prior to performance of any work covered in the
anticipated Change Order, unless approved and documented otherwise by the
County Representative. Any change in work made without such prior Change
Order shall be deemed covered in the compensation and time provisions of this
Agreement, unless approved and documented otherwise by the County
Representative.
6. Compensation. Upon Contractor's successful completion of the Work, and
County's acceptance of the same, County agrees to pay Contractor an amount not
to exceed $120,000 as set forth in the Exhibits. No payment in excess of that set
forth in the Exhibits will be made by County unless a Change Order authorizing
such additional payment has been specifically approved by Weld County as
required pursuant to the Weld County Code. If, at any time during the term or after
termination or expiration of this Agreement, County reasonably determines that any
payment made by County to Contractor was improper because the service for
which payment was made did not perform as set forth in this Agreement, then upon
written notice of such determination and request for reimbursement from County,
Contractor shall forthwith return such payment(s) to County. Upon termination or
expiration of this Agreement, unexpended funds advanced by County, if any, shall
forthwith be returned to County. County will not withhold any taxes from monies
paid to the Contractor hereunder and Contractor agrees to be solely responsible for
the accurate reporting and payment of any taxes related to payments made
pursuant to the terms of this Agreement. Unless expressly enumerated in the
attached Exhibits, Contractor shall not be entitled to be paid for any other expenses
(e.g. mileage). Notwithstanding anything to the contrary contained in this
Agreement, County shall have no obligations under this Agreement after, nor shall
any payments be made to Contractor in respect of any period after December 31 of
any year, without an appropriation therefore by County in accordance with a budget
adopted by the Board of County Commissioners in compliance with Article 25, Title
30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S.
29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20).
7. Independent Contractor. Contractor agrees that it is an independent contractor
and that Contractor's officers, agents or employees will not become employees or
agents of County, nor entitled to any employee benefits (including unemployment
insurance or workers' compensation benefits) from County as a result of the
execution of this Agreement. Contractor shall be solely responsible for its acts and
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those of its agents and employees for all acts performed pursuant to this
Agreement Any provisions in this Contract that may appear to give the County the
right to direct contractor as to details of doing work or to exercise a measure of
control over the work mean that Contractor shall follow the direction of the County
as to end results of the work only. The Contractor is obligated to pay all federal and
state income tax on any moneys earned or paid pursuant to this contract.
8. Subcontractors. Contractor acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of Contractor.
Contractor shall not enter into any subcontractor agreements for the completion of
the Work without County's prior written consent, which may be withheld in County's
sole discretion. County shall have the right in its reasonable discretion to approve
all personnel assigned to the Work during the performance of this Agreement and
no personnel to whom County has an objection, in its reasonable discretion, shall
be assigned to the Work. Contractor shall require each subcontractor, as approved
by County and to the extent of the Work to be performed by the subcontractor, to
be bound to Contractor by the temis of this Agreement, and to assume toward
Contractor all the obligations and responsibilities which Contractor, by this
Agreement, assumes toward County. County shall have the right (but not the
obligation) to enforce the provisions of this Agreement against any subcontractor
hired by Contractor and Contractor shall cooperate in such process. The
Contractor shall be responsible for the acts and omissions of its agents, employees,
and subcontractors.
9. Ownership. All work and information obtained by Contractor under this Agreement
or individual work order shall become or remain (as applicable), the property of
County. In addition, all reports, documents, data, plans, drawings, records, and
computer files generated by Contractor in relation to this Agreement and all reports,
test results and all other tangible materials obtained and/or produced in connection
with the performance of this Agreement, whether or not such materials are in
completed form, shall at all times be considered the property of the County.
Contractor shall not make use of such material for purposes other than in
connection with this Agreement without prior written approval of County.
10. Confidentiality. Confidential information of the Contractor should be transmitted
separately from non -confidential information, clearly denoting in red on the relevant
document at the top the word, "CONFIDENTIAL." However, Contractor is advised
that as a public entity, Weld County must comply with the provisions of the
Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to
public records, and cannot guarantee the confidentiality of all documents.
Contractor agrees to keep confidential all of County's confidential information.
Contractor agrees not to sell, assign, distribute, or disclose any such confidential
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information to any other person or entity without seeking written permission from
the County. Contractor agrees to advise its employees, agents, and consultants,
of the confidential and proprietary nature of this confidential information and of the
restrictions imposed by this Agreement.
11. Warranty. Contractor warrants that the Work performed under this Agreement will
be performed in a manner consistent with the standards governing such services
and the provisions of this Agreement. Contractor further represents and warrants
that all Work shall be performed by qualified personnel in a professional manner,
consistent with industry standards, and that all services will conform to applicable
specifications. For work in which Contractor produces a design to be used for
construction purposes, Contractor shall carefully check all unit quantities and
quantity calculations and shall submit them for County review. If the County
experiences additional costs during project construction which are directly
associated with errors and omissions (professional negligence) which require
change orders to the construction contract resulting in costs greater than the
construction contract bid unit costs, Contractor shall be financially liable for such
increased costs.
12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor
shall submit to County originals of all test results, reports, etc., generated during
completion of this work. Acceptance by County of reports and incidental material(s)
furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the project. In no event shall any
action by County hereunder constitute or be construed to be a waiver by County of
any breach of this Agreement or default which may then exist on the part of
Contractor, and County's action or inaction when any such breach or default exists
shall not impair or prejudice any right or remedy available to County with respect to
such breach or default. No assent expressed or implied, to any breach of any one
or more covenants, provisions or conditions of the Agreement shall be deemed or
taken to be a waiver of any other breach. Acceptance by the County of, or
payment for, the Work completed under this Agreement shall not be construed as a
waiver of any of the County's rights under this Agreement or under the law
generally.
13. Insurance. Contractor must secure, before the commencement of the Work, the
following insurance covering all operations, goods, and services provided pursuant
to this Agreement, and shall keep the required insurance coverage in force at all
times during the term of the Agreement, or any extension thereof, and during any
warranty period. For all coverages, Contractor's insurer shall waive subrogation
rights against County. Contractor shall provide coverage with limits of liability no
less than those stated below. An excess liability policy or umbrella liability policy
may be used to meet the minimum liability requirements provided that the coverage
is written on a "following form" basis.
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Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or
authorized to do business in the state of Colorado and with an "A.M. Best" rating of
not less than A -VII. The County in no way warrants that the above -required
minimum insurer rating is sufficient to protect the Contractor from potential insurer
insolvency.
Required Types of Insurance
Workers' Compensation and Employer's Liability Insurance as required by
state statute, covering all of the Contractor's employees acting within the course
and scope of their employment. The policy shall contain a waiver of subrogation
against the County. This requirement shall not apply when a Contractor or
subcontractor is exempt under Colorado Workers' Compensation Act., AND when
such Contractor or subcontractor executes the appropriate sole proprietor waiver
form.
Minimum Limits:
Coverage (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 100,000
$ 100,000
$ 500,000
Commercial General Liability Insurance - Occurrence Form
Policy shall include bodily injury, property damage, liability assumed under an
Insured Contract. The policy shall be endorsed to include the following additional
insured language: 'Weld County, its subsidiary, parent, elected officials, trustees,
employees, associated and/or affiliated entities, successors, or assigns, agents, and
volunteers shall be named as additional insureds with respect to liability arising out
of the activities performed by, or on behalf of the Contractor."
Such policy shall include Minimum Limits as follows:
General Aggregate $ 1,000,000
Products/Completed Operations Aggregate $ 1,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Automobile Liability Insurance
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Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles
used in the performance of this Contract.
Such policy shall maintain Minimum Limits as follows:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
Professional Liability (Errors and Omissions Liability)
The policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Services of this contract. Contractor shall
maintain limits for all claims covering wrongful acts, errors and/or omissions,
including design errors, if applicable, for damage sustained by reason of or in the
course of operations under this Contract resulting from professional services. In the
event that the professional liability insurance required by this Contract is written on
a claims -made basis, Contractor warrants that any retroactive date under the policy
shall precede the effective date of this Contract; and that either continuous
coverage will be maintained, or an extended discovery period will be exercised for a
period of two (2) years beginning at the time work under this Contract is completed.
Minimum Limits:
Per Loss
Aggregate
$ 1,000,000
$ 2,000,000
14. Proof of Insurance. Upon County's request, Contractor shall provide to County, for
examination, a policy, endorsement, or other proof of insurance as determined in
County's sole discretion. Provided information for examination shall be considered
confidential, and as such, shall be deemed not subject to Colorado Open Records
Act (CORA) disclosure.
All insurers must be licensed or approved to do business within the State of Colorado,
and unless otherwise specified, all policies must be written on a per occurrence
basis.
The Contractor shall provide the County with a Certificate of Insurance evidencing all
required coverages, before commencing work or entering the County premises.
The Contractor shall furnish the County with certificates of insurance (ACCORD) form or
equivalent approved by the County as required by this Contract. The certificates for
each insurance policy are to be signed by a person authorized by that insurer to bind
coverage on its behalf. The Contractor shall name on the Certificate of Insurance
'Weld County, its successors or assigns; its elected officials, employees, agents,
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affiliated entities, and volunteers as Additional Insureds" for work that is being
performed by the Contractor.
On insurance policies where Weld County is named as an additional insured, the
County shall be an additional insured to the full limits of liability purchased by the
Contractor even if those limits of liability are in excess of those required by this
Contract.
Each insurance policy required by this Agreement must be in effect at or prior to
commencement of work under this Agreement and remain in effect for the duration
of the project, and for a longer period of time if required by other provisions in this
Agreement. Failure to maintain the insurance policies as required by this
Agreement or to provide evidence of renewal is a material breach of contract.
All certificates and any required endorsement(s) shall be sent directly to the County
Department Representative's Name and Address. The project/contract number and
project description shall be noted on the Certificate of Insurance. The County
reserves the right to require complete, certified copies of all insurance policies
required by this Agreement at any time, and such shall also be deemed confidential.
Any modification or variation from the insurance requirements in this Agreement
shall be made by the County Attorney's Office, whose decision shall be final. Such
action will not require a formal contract amendment but may be made by
administrative action.
15. Additional Insurance Related Requirements. The County requires that all policies
of insurance be written on a primary basis, non-contributory with any other
insurance coverages and/or self-insurance carried by the County.
The Contractor shall advise the County in the event any general aggregate or other
aggregate limits are reduced below the required per occurrence limit. At their own
expense, the Contractor will reinstate the aggregate limits to comply with the
minimum requirements and shall furnish the County with a new certificate of
insurance showing such coverage is in force.
Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3) years after completion of the project. Contractors
Professional Liability (Errors and Omissions) policy must be kept in effect for up to
three (3) years after completion of the project.
Certificates of insurance shall state that on the policies that the County is required
to be named as an Additional Insured, the insurance carrier shall provide a
minimum of 30 days advance written notice to the County for cancellation,
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nonrenewal, suspension, voided, or material changes to policies required under this
Agreement. On all other policies, it is the Contractor's responsibility to give the
County 30 days' notice if policies are reduced in coverage or limits, cancelled or
non -renewed. However, in those situations where the insurance carrier refuses to
provide notice to County, the Contractor shall notify County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days or receipt of
insurer's notification to that effect.
The Contractor agrees that the insurance requirements specified in this Agreement
do not reduce the liability Contractor has assumed in the indemnification/hold
harmless section of this Agreement.
Failure of the Contractor to fully comply with these requirements during the term of
this Agreement may be considered a material breach of contract and may be cause
for immediate termination of the Agreement at the option of the County. The
County reserves the right to negotiate additional specific insurance requirements at
the time of the contract award.
16. Subcontractor Insurance. Contractor hereby warrants that all subcontractors
providing services under this Agreement have or will have the above -described
insurance prior to their commencement of the Work, or otherwise that they are
covered by the Contractor's policies to the minimum limits as required herein.
Contractor agrees to provide proof of insurance for all such subcontractors upon
request by the County.
17. No limitation of Liability. The insurance coverages specified in this Agreement
are the minimum requirements, and these requirements do not decrease or limit the
liability of Contractor. The County in no way warrants that the minimum limits
contained herein are sufficient to protect the Contractor from liabilities that might
arise out of the performance of the Work under by the Contractor, its agents,
representatives, employees, or subcontractors. The Contractor shall assess its own
risks and if it deems appropriate and/or prudent, maintain higher limits and/or
broader coverages. The Contractor is not relieved of any liability or other
obligations assumed or pursuant to the Contract by reason of its failure to obtain or
maintain insurance in sufficient amounts, duration, or types. The Contractor shall
maintain, at its own expense, any additional kinds or amounts of insurance that it
may deem necessary to cover its obligations and liabilities under this Agreement.
18. Certification of Compliance with Insurance Requirements. The Contractor
stipulates that it has met the insurance requirements identified herein. The
Contractor shall be responsible for the professional quality, technical accuracy, and
quantity of all services provided, the timely delivery of said services, and the
coordination of all services rendered by the Contractor and shall, without additional
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compensation, promptly remedy and correct any errors, omissions, or other
deficiencies.
19. Mutual Cooperation. The County and Contractor shall cooperate with each other
in the collection of any insurance proceeds which may be payable in the event of
any loss, including the execution and delivery of any proof of loss or other actions
required to effect recovery.
20. Indemnity. The Contractor shall indemnify, hold harmless and, not excluding the
County's right to participate, defend the County, its officers, officials, agents, and
employees, from and against any and all liabilities, claims, actions, damages,
losses, and expenses including without limitation reasonable attorneys' fees and
costs, (hereinafter referred to collectively as "claims") for bodily injury or personal
injury including death, or loss or damage to tangible or intangible property caused,
or alleged to be caused in whole or in part by the negligent or willful acts or
omissions of Contractor or any of its owners, officers, directors, agents, employees
or subcontractors. This indemnity includes any claim or amount arising out of or
recovered under the Workers' Compensation Law or arising out of the failure of
such contractor to conform to any federal, state, or local law, statute, ordinance,
rule, regulation, or court decree. It is the specific intention of the parties that the
County shall, in all instances, except for claims arising solely from the negligent or
willful acts or omissions of the County, be indemnified by Contractor from and
against any and all claims. It is agreed that Contractor will be responsible for
primary loss investigation, defense, and judgment costs where this indemnification
is applicable. In consideration of award of this contract, the Contractor agrees to
waive all rights of subrogation against the County, its officers, officials, agents, and
employees for losses arising from the work performed by the Contractor for the
County. The Contractor shall be fully responsible and liable for any and all injuries
or damage received or sustained by any person, persons, or property on account of
its performance under this Agreement or its failure to comply with the provisions of
the Agreement.
A failure of Contractor to comply with these indemnification provisions shall result in
County's right but not the obligation to terminate this Agreement or to pursue any
other lawful remedy.
21. Non -Assignment. Contractor may not assign or transfer this Agreement or any
interest therein or claim thereunder, without the prior written approval of County. Any
attempts by Contractor to assign or transfer its rights hereunder without such prior
approval by County shall, at the option of County, automatically terminate this
Agreement and all rights of Contractor hereunder. Such consent may be granted or
denied at the sole and absolute discretion of County.
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22. Examination of Records. To the extent required by law, the Contractor agrees that
an duly authorized representative of County, including the County Auditor, shall
have access to and the right to examine and audit any books, documents, papers
and records of Contractor, involving all matters and/or transactions related to this
Agreement. Contractor agrees to maintain these documents for three years from
the date of the last payment received.
23. Interruptions. Neither party to this Agreement shall be liable to the other for delays
in delivery or failure to deliver or otherwise to perform any obligation under this
Agreement, where such failure is due to any cause beyond its reasonable control,
including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or
Governmental actions.
24. Notices. County may designate, prior to commencement of Work, its project
representative ("County Representative") who shall make, within the scope of his or
her authority, all necessary and proper decisions with reference to the project. All
requests for contract interpretations, change orders, and other clarification or
instruction shall be directed to County Representative. All notices or other
communications made by one party to the other concerning the terms and
conditions of this contract shall be deemed delivered under the following
circumstances:
a) personal service by a reputable courier service requiring signature for
receipt; or
b) five (5) days following delivery to the United States Postal Service, postage
prepaid addressed to a party at the address set forth in this contract; or
c) electronic transmission via email at the address set forth below, where a
receipt or acknowledgment is required and received by the sending party; or
Either party may change its notice address(es) by written notice to the other.
Notice may be sent to:
TO CONTRACTOR:
Name: Angela Snyder
Position: Planning Project Manager
Address: 3665 JFK PKWY, BLDG 2, STE 100
Address: Fort Collins, CO 80525-3152
Phone: 970-821-6366
TO COUNTY:
Name:
Position: David Eisenbraun, AICP
Planning Services Director
Address: 1402 N. 17th Avenue
Address: Greeley, CO 80631
E-mail: deisenbraun@weld.gov
Phone: 970-400-3572
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25. Compliance with Law. Contractor shall strictly 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.
26. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may
engage or use other Contractors or persons to perform services of the same or
similar nature.
27. Entire Agreement:Modifications. This Agreement including the Exhibits attached
hereto and incorporated herein, contains the entire agreement between the parties
with respect to the subject matter contained in this Agreement. This instrument
supersedes all prior negotiations, representations, and understandings or
agreements with respect to the subject matter contained in this Agreement. This
Agreement may be changed or supplemented only by a written instrument signed by
both parties.
28. Fund Availability. Financial obligations of the County payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budgeted
and otherwise made available. Execution of this Agreement by County does not
create an obligation on the part of County to expend funds not otherwise
appropriated in each succeeding year.
29. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq.
and §24-50-507. The signatories to this Agreement state that to their knowledge,
no employee of Weld County has any personal or beneficial interest whatsoever in
the service or property which is the subject matter of this Agreement.
30. Survival of Termination. The obligations of the parties under this Agreement that
by their nature would continue beyond expiration or termination of this Agreement
(including, without limitation, the warranties, indemnification obligations,
confidentiality and record keeping requirements) shall survive any such expiration or
termination.
31. Severability. If any term or condition of this Agreement shall be held to be invalid,
illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall
be construed and enforced without such provision, to the extent that this Agreement
is then capable of execution within the original intent of the parties.
32. Non -Waiver. The parties hereto understand and agree that the County is relying
on, and does not waive or intend to waive by any provision of this Contract, the
monetary limitations or any other immunities, rights, benefits, and protections,
provided by the Colorado Governmental Immunity Act §§24-10-101 et seq., as from
time to time amended, or otherwise available to the County, its subsidiary,
associated and/or affiliated entities, successors, or assigns; or its elected officials,
employees, agents, and volunteers.
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33. No Third -Party Beneficiary. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action "
relating to such enforcement, shall be strictly reserved to the undersigned parties
and nothing in this Agreement shall give or allow any claim or right of action
whatsoever by any other person not included in this Agreement. It is the express
intention of the undersigned parties that any entity other than the undersigned
parties receiving services or benefits under this Agreement shall be an incidental
beneficiary only.
34. Board of County Commissioners of Weld County Approval. This Agreement
shall not be valid until it has been approved by the Board of County Commissioners
of Weld County, Colorado, or its designee.
35. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established
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/or regulations shall be null and void. In the event
of a legal dispute between the parties, Contractor agrees that the Weld County
District Court shall have exclusive jurisdiction to resolve said dispute.
36. No Employment of Unauthorized Aliens - Contractor certifies, warrants, and
agrees that it does not knowingly employ or contract with an unauthorized alien who
will perform work under this Agreement (see 8 U.S.C.A. §1324a and (h)(3)), nor
enter into a contract with a subcontractor that employs or contracts with an
unauthorized alien to perform work under this Agreement. Upon request, contractor
shall deliver to the County a written notarized affirmation that it has examined the
legal work status of an employee and shall comply with all other requirements of
federal or state law, including employment verification requirements contained
within state or federal grants or awards funding public contracts.
Contractor agrees to comply with any reasonable request from the Colorado
Department of Labor and Employment in the course of any investigation.
If Contractor fails to comply with any requirement of this provision, County may
terminate this Agreement for breach, and if so terminated, Contractor shall be liable
for actual and consequential damages.
13
37. Attorney's Fees/Legal Costs. In the event of a dispute between County and
Contractor concerning this Agreement, the parties agree that each party shall be
responsible for the payment of attorney fees and/or legal costs incurred by or on its
own behalf.
38. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration
by any extra judicial body or person. Any provision to the contrary in this Agreement
or incorporated herein by reference shall be null and void.
Acknowledgment. County and Contractor acknowledge that each has read this
Agreement, understands it and agrees to be bound by its terms. Both parties further
agree that this Agreement, with the attached Exhibits, is the complete and exclusive
statement of agreement between the parties and supersedes all proposals or prior
agreements, oral or written, and any other communications between the parties
relating to the subject matter of this Agreement.
CONTRACTOR:
Ayres Associates Inc.
By:
U Cts vy a ,11, dHl
Name: Christina Hiegel, PE
Title: Development Services Manager
2/28/2025
Date of Signature
WELD COUNTY:
ATTEST: dstifeti �1 BOARD OF COUNTY COMMISSIONERS
Weld
Jerk to the Board
BY: (�1✓air
Deputy Clerk to the Board �,
14
COUNTY COLORADO
Buck, Chair
2 015-O731
EXHIBIT A - SCOPE OF SERVICES
ARTICLE 1 - BASIC SERVICES
1.1 General
1.1.1 CONTRACTOR shall provide professional services for COUNTY in all phases of the Project to
which this Agreement applies. These services will include serving as COUNTY's professional
representative for the Project, providing professional consultation and advice, and performing the duties
and responsibilities of CONTRACTOR as provided below.
In general, CONTRACTOR will be expected to provide on -call planning services for all types of projects
requesting entitlements, including but not limited to new residential, commercial, and industrial
developments. The on -call planning services include, but are not limited to the ability to perform the
following:
• When required, be present at Weld County Planning Department as agreed upon by COUNTY
staff and CONTRACTOR.
• Develop and maintain good working relationships with other county departments, other
jurisdictions, and the public.
• Analyze projects for compliance with the comprehensive plan, zoning ordinance, subdivision
ordinance, applicable specific plans and other policies.
• Review and process ministerial applications and discretionary entitlements, such as: Site Plan
Reviews, Use Permits, Floodplain Permits, Zoning Clearances for Building Permits, Sign Permits,
Variances, Design Review, Tentative Maps, and General Plan and Zoning Amendments.
• Compile and analyze data on economic, social, environmental, and physical factors affecting land
use.
• Meet with developers, engineers, property owners, contractors and other individuals to discuss,
advice, explain processes and suggest improvements regarding potential projects, pre -
applications, development applications, feasibility analysis, conceptual development plans and
code interpretation.
• Write Planning Commission and Board of County Commissioner staff reports, conditions of
approval, and give oral presentations.
• Attend public hearings and community meetings as necessary.
• Ability to review projects and provide comments within timelines.
• Provide strong emphasis on the management of multiple projects and competing priorities while
maintaining quality, meeting schedules and staying within budget.
• Answer public inquiries by telephone, mail or in person at a public counter regarding property
zoning and/or land uses, application submittal requirements, etc.
• Facilitation of special projects
1.1.2 No material change to the Services, including any additional compensation, shall be effective or
paid unless authorized by written amendment to this Contract executed by the COUNTY and
CONTRACTOR. If CONTRACTOR proceeds without such written authorization, then CONTRACTOR
shall be deemed to have waived any claim for additional compensation, including a claim based on the
theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no
agent, employee, or representative of the COUNTY is authorized to modify any term of this Agreement,
either directly or implied by a course of action.
ARTICLE 2 -ADDITIONAL SERVICES
2.1 Services Requiring Authorization in Advance
Only If authorized in writing by COUNTY, CONTRACTOR shall furnish or obtain from others Additional
Services as provided below. These services are not included as part of Basic Services and will be paid
for by COUNTY as indicated in Exhibit B
2.1.1 Preparation of applications, assessments, statements, and supporting documents (in addition to
those furnished under Basic Services).
2.1.2 Services to investigate existing conditions or facilities, or to verify the accuracy of information
furnished by COUNTY.
2.1.3 Services resulting from significant changes in the general scope, extent or character of the Project.
2.1.4 Furnishing services of independent professional associates and subconsultants for other than Basic
Services.
2.1.5 Providing any type of property surveys or related engineering services needed for the transfer of
interests in real property and field surveys for design purposes and engineering surveys and staking to
enable Contractor(s) to proceed with their work; and providing other special field surveys.
2.1.6 Preparing to serve or serving as a consulting witness for COUNTY in any litigation, arbitration or
other legal or administrative proceeding involving the Project (except for assistance in consultations which
is included as part of Basic Services under paragraph 1.2.3).
2.1.7 Additional services in connection with the Project, including services which are to be furnished by
COUNTY as listed below, and services not otherwise provided for in this Agreement.
ARTICLE 3 - COUNTY'S RESPONSIBILITIES
COUNTY shall do the following in a timely manner so as not to delay the services of CONTRACTOR:
3.1 Designate in writing a person to act as COUNTY's representative with respect to the services to be
rendered under this Agreement. Such person shall have complete authority to transmit instructions,
receive information, interpret and define COUNTY's policies and decisions with respect to
CONTRACTOR's services for the Project.
3.2 Provide all criteria and full information as to COUNTY's requirements for the Project.
3.3 Place at CONTRACTOR'S disposal all available pertinent information including previous reports and
any other data relative to the Project.
3.4 Furnish to CONTRACTOR, as required for performance of CONTRACTOR's Basic Services, the
following, all of which CONTRACTOR may use and rely upon in performing services under this
Agreement:
ARTICLE 2 -ADDITIONAL SERVICES
2.1 Services Requiring Authorization in Advance
Only If authorized in writing by COUNTY, CONTRACTOR shall furnish or obtain from others Additional
Services as provided below. These services are not included as part of Basic Services and will be paid
for by COUNTY as indicated in Exhibit B
2.1.1 Preparation of applications, assessments, statements, and supporting documents (in addition to
those furnished under Basic Services).
2.1.2 Services to investigate existing conditions or facilities, or to verify the accuracy of information
fumished by COUNTY.
2.1.3 Services resulting from significant changes in the general scope, extent or character of the Project.
2.1.4 Furnishing services of independent professional associates and subconsultants for other than Basic
Services.
2.1.5 Providing any type of property surveys or related engineering services needed for the transfer of
interests in real property and field surveys for design purposes and engineering surveys and staking to
enable Contractor(s) to proceed with their work; and providing other special field surveys.
2.1.6 Preparing to serve or serving as a consulting witness for COUNTY in any litigation, arbitration or
other legal or administrative proceeding involving the Project (except for assistance in consultations which
is included as part of Basic Services under paragraph 1.2.3).
2.1.7 Additional services in connection with the Project, including services which are to be furnished by
COUNTY as listed below, and services not otherwise provided for in this Agreement.
ARTICLE 3 - COUNTY'S RESPONSIBILITIES
COUNTY shall do the following in a timely manner so as not to delay the services of CONTRACTOR:
3.1 Designate in writing a person to act as COUNTY's representative with respect to the services to be
rendered under this Agreement. Such person shall have complete authority to transmit instructions,
receive information, interpret and define COUNTY's policies and decisions with respect to
CONTRACTOR's services for the Project.
3.2 Provide all criteria and full information as to COUNTY's requirements for the Project.
3.3 Place at CONTRACTOR's disposal all available pertinent information including previous reports and
any other data relative to the Project.
3.4 Furnish to CONTRACTOR, as required for performance of CONTRACTOR's Basic Services, the
following, all of which CONTRACTOR may use and rely upon in performing services under this
Agreement:
3.4.1 Data prepared by or services of others, including without limitation borings, probings and
subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials
and equipment; including appropriate professional interpretations.
3.4.2 Environmental assessments, audits, investigations, and impact statements, and other
relevant environmental or cultural studies as to the Project, the site, and adjacent areas.
3.4.3 Property, boundary, easement, right-of-way, topographic and utility surveys.
3.4.4 Property descriptions.
3.4.5 Zoning, deed and other land use restriction.
3.4.6 Other special data or consultations not covered under Basic Services and Additional
Services.
3.5 (not used)
3.6 Arrange for access to and make all provisions for CONTRACTOR to enter upon public and private
property as required for CONTRACTOR to perform services under this Agreement.
3.7 Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents
presented by CONTRACTOR, obtain advice of an attorney, insurance counselor, financial/municipal
advisor, and other consultants as COUNTY deems appropriate for such examination and render in writing
decisions pertaining thereto within a reasonable time so as not to delay the services of CONTRACTOR.
3.8 (not used)
3.9 Recognizing and acknowledging that CONTRACTOR's services and expertise do not include the
following services, provide, as required for the Project:
3.9.1 Accounting, bond and financial advisory (including, if applicable, "municipal advisor"
services as described in Section 975 of the Dodd -Frank Wall Street Reform and Consumer Protection Act
(2010) and the municipal advisor registration rules issued by the Securities and Exchange Commission),
independent cost estimating, and insurance counseling services.
3.9.2 Legal services with regard to issues pertaining to the Project as COUNTY requires,
Contractor(s) raises, or CONTRACTOR reasonably requests.
3.9.3 Such auditing services as COUNTY requires to ascertain how or for what purpose any
Contractor has used the money paid.
3.10 (not used)
3.11 (not used)
3.12 (not used)
3.13 (not used)
3.14 Give prompt written notice to CONTRACTOR whenever COUNTY observes or otherwise becomes
aware of a hazardous environmental condition or any other development that affects the scope or timing
of CONTRACTOR's services, any defect or nonconformance in CONTRACTOR's services, or any defect
or nonconformance in the work of any Contractor.
3.15 Furnish, or direct CONTRACTOR to provide, Additional Services as stipulated in paragraph 2.1 or
other services as required.
3.16 Bear all costs incident to compliance with the requirements of Article 3.
EXHIBIT B COMPENSATION AND PAYMENTS
ARTICLE 4 - COMPENSATION AND PAYMENTS
4.1 Compensation for Services and Expenses
4.1.1 Basic Services. COUNTY shall pay CONTRACTOR for Basic Services set forth in Exhibit A, as
follows:
4.1.1.1 An amount equal to the cumulative hours charged to the Project by each class of
CONTRACTOR's employees times Standard Hourly Rates for each applicable billing class for all services
performed on the Project, plus Reimbursable Expenses and charges of CONTRACTOR's independent
professional associates and subconsultants, if any.
4.1.1.2 CONTRACTOR's Standard Hourly Rates Schedule and Reimbursable Expense
Statement are attached to this Exhibit B.
4.1.1.3 The total compensation for services under this agreement shall not exceed amount of
$120.000 unless amended in writing by both parties.
4.1.1.5 The total estimated compensation for CONTRACTOR's services included in the
breakdown by phases as noted herein incorporates all labor, overhead, profit, Reimbursable Expenses,
and charges of CONTRACTOR's independent professional associates and subconsultants, if any.
4.1.2 Reimbursable Expenses. COUNTY shall pay CONTRACTOR for all Reimbursable Expenses
incurred in connection with services as follows:
4.1.3 Amounts Billed. The amounts billed for CONTRACTOR's services will be based on the cumulative
hours charged to the Project during the billing period by each class of CONTRACTOR's employees times
Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and charges of
CONTRACTOR's independent professional associates and subconsultants.
4.1.4 Annual Adjustments. The Standard Hourly Rates Schedule will be adjusted annually (as of January)
to reflect equitable changes in the compensation payable to CONTRACTOR. This must be done by
written amendment.
4.1.5 Other Provisions Concerning Compensation
4.1.6.1 Charges of CONTRACTOR's Independent Professional Associates and Subconsuitants.
Whenever CONTRACTOR is entitled to compensation for the charges of CONTRACTOR's independent
professional associates and subconsultants, those charges shall be the amounts billed to CONTRACTOR
times a factor of 1.0.
4.1.6.2 Factors. The factors for external Reimbursable Expenses and CONTRACTOR's
independent professional associates and subconsultants include CONTRACTOR's overhead and profit
associated with CONTRACTOR'S responsibility for the administration of such services and costs.
4.1.6.3 Records. Records pertinent to CONTRACTOR's compensation will be kept in accordance
with generally accepted accounting practices. To the extent necessary to verify CONTRACTOR's charges
and upon COUNTY'S timely request, CONTRACTOR shall make copies of such records available to
COUNTY at cost.
STANDARD HOURLY RATES SCHEDULE AND REIMBURSEABLE
RATE STATEMENT
AYRES DEVELOPMENT SERVICES
Billing Category
2025 Hourly Rates
Senior Specialist IV
$ 260.00
Senior Specialist III
$ 250.00
Senior Specialist 11
$ 235.00
Senior Specialist I
$ 225.00
Senior Professional IV
$ 210.00
Senior Professional III
$ 195.00
Senior Professional II
$ 185.00
Senior Professional I
$ 175.00
Project Manager IV
$ 165.00
Project Manager III
$ 160.00
Project Manager II
$ 155.00
Project Manager I
$ 150.00
Project Professional V
$ 145.00
Project Professional IV
$ 140.00
Project Professional III/CAD Designer II
$ 135.00
Project Professional II
$ 130.00
Project Professional I
$ 125.00
Junior Professional V/CAD Designer I
$ 120.00
Junior Professional IV
$ 115.00
Junior Professional III/Technician IV
$ 110.00
Junior Professional II/Technician III
$ 105.00
Junior Professional I/Graphic Designer/ Tech II/Acct/Admin
$ 92.00
Administration/Accounting/ Tech I
$ 86.00
Intern
$ 78.00
Reimbursements. All reimbursements are at cost for travel and project -related expenses. Mileage
calculations, if used, are based on the IRS rate at the time of travel.
Contract Fora
Entity Information
Entity Name*
AYRES ASSOCIATES
Entity ID*
@00030722
Q New Entity?
Contract Name* Contract ID
PROFESSIONAL SERVICES AGREEMENT - CONTRACT 9209
PLANNING SERVICES
Contract Status
CTB REVIEW
Contract Lead*
DRANDERSON
Contract Lead Email
dranderson@weld.gov
Contract Description*
PROFESSIONAL SERVICES AGREEMENT TO PERFORM VARIOUS PLANNING FUNCTIONS
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$120,000.00
Renewable
NO
Automatic Renewal
Grant
IGA
Department
PLANNING
Department Email
CM-Planning@weld.gov
Department Head Email
CM-Planning-
DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Parent Contract ID
Requires Board Approval
YES
Department Project #
Requested BOCC Agenda Due Date
Date* 03/13/2025
03/17/2025
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept to be
included?
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Contact Info
Review Date*
12/12/2025
Committed Delivery Date
Renewal Date
Expiration Date*
12/31/2025
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
DAVID EISENBRAUN
DH Approved Date
03/10/2025
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
03/17/2025
Finance Approver
CHERYL PATTELLI
Legal Counsel
BYRON HOWELL
Finance Approved Date Legal Counsel Approved Date
03/10/2025 03/10/2025
Tyler Ref #
AG 031725
Originator
DRANDERSON
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