HomeMy WebLinkAbout20151436.tiff OFFICE OF BOARD OF COMMISSIONERS
1861/ PHONE: 970-336-7204
FAX: 970-336-7233
1150 O STREET
P.O. BOX 758
N T Y GREELEY, COLORADO 80632
July 1, 2015
Clear Water Solutions
Attention: Steve Nguyen
8010 South CR 5, Suite 105
Windsor, CO 80528
Re: Water Rights Services - Professional Services Agreement
Dear Mr. Nguyen,
Weld County (County) is terminating the consulting contract with Clear Water Solutions
(CWS), pursuant to Section 4 of the Agreement for Professional Services between Weld
County & Clear Water Solutions, dated May 20, 2015. Weld County has decided to move
in a different direction for water rights services. The contract shall be terminated 30 days
from the date of this letter.
Per the Agreement, please generate your final invoice for services rendered to date for
completed work. In addition, the County requests CWS provide all hardcopy and electronic
copies of all spreadsheets, documents, GIS data, aerial photos, and/or related materials,
etc., to the County no later than July 18, 2015. Any incomplete work shall be labeled
"DRAFT-INCOMPLETE." Please arrange with staff to pick up the hardcopy files. If you
would like, Weld County can supply boxes for you to pack the hardcopy files into.
If you have any questions or need to arrange for delivery of documents, please contact
Elizabeth Relford at 970-304-6496 extension 3748.
Very truly yours,
BOARD OF COUNTY COMMISSIONERS
7
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• arbara Kirkmeyer, Chair
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7_Y,2oi5 o?O/S- /436
RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES FOR WATER RIGHTS
SERVICES AND AUTHORIZE CHAIR TO SIGN-CLEAR WATER SOLUTIONS
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 an Agreement for Professional Services
for Water Rights 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 Public Works,
and Clear Water Solutions, commencing May 20, 2015, and ending May 20, 2016,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 Agreement for Professional Services for Water Rights 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 Public Works, and Clear Water
Solutions 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 above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of May,A.D.,2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
ATTEST:C'_ Cd 1 EXCUSED
Barbara a Kirkmeyel`Chair
Weld County Clerk to the Board t•C Mn n
I/ Mike Freeman,Pro-Tem
BY:
D-.Q ty Clerk to the Bard EXCUSED
IE ' Sean Co'' ay (--7672J-J7
APPROVED AS TO FOR S' atr
iii (. -� lieeAACozad
T , 0,1132 Jumot/
County Attorney fir. i'�!
/p Steve Moreno
Date of signature: `
CC Pw(E2/Fa) Leho
2015-1436
EG0072
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MEMORANDUM
UAll _r J,Itei , TO: Board of County Commissioners
NTY
-C ____-1 z-' DATE: May 18, 2015
FROM: Elizabeth Relford, Transportation Manager
SUBJECT: Professional Services Agreement —
Clear Water Solutions
On February 17`", Public Works had a work session with the Board to discuss this
existing status with Clear Water Solution (CWS). This Professional Services Agreement
reflects that work session.
Since 2005, Weld County has been working with CWS. There responsibilities include
but are not limited to: performing monthly accounting services for dust control wells,
performing water rights engineering for our augmentation plans, obtaining annual
substitute water supply plans, and support for water court cases. On average, CWS
spends about 74 hours per month working on our water right' s needs. The County has
reached the threshold where we can be more effective to hire staff than contract the work
in order to save significant costs by performing most of the water rights management in-
house. Based on the annual costs, Public Works is able to hire a part-time employee to
take over management of these accounting, substitute water supply plans, and general
water rights services in-house. Since CWS has almost completed a couple of water court
cases for us, Public Works would like to retain CWS to continue assisting with existing
water court cases and help train the new employee who started on May 18t1i
Public Works worked with the attorney's office to develop a professional services
agreement, which assists with this transition. Exhibit A, Scope of Works breaks down
the services by task, so an internal accounting form can be easily identified and
implemented for each project. It should be noted that after our new employee starts, the
CWS professional services agreement will cover only two water court cases. Depending
on the complexity of future water court cases, it may be necessary to obtain outside
engineering services. If that situation arises, it is anticipated a new professional services
agreement would be entered into with an appropriate engineering firm.
Staff recommends authorization of the contract. I am available to answer any questions
you may have.
2015-1436
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN WELD COUNTY & CLEAR WATER SOLUTIONS
Water Rights Services
THIS AGREEMENT is made and entered into thi Ida of 2015, by and between the
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County of Weld, a body corporate and politic of the State of Colorado, by through its Board of County
Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as
"County," and Clear Water Solutions, a corporation, who whose address is 8010 South CR 5, Suite 105,
Windsor, CO 80528, hereinafter referred to as "Contract Professional".
WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to
perform services as more particularly set forth below; and
WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform
the services, and is willing to perform the services according to the terms of this Agreement.
WHEREAS, Contract Professional 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 Exhibits A and
B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein
by this reference. County and Contract Professional acknowledge and agree that this Agreement, including
specifically Exhibits A and B, define the performance obligations of Contract Professional and Contract
Professional's willingness and ability to meet those requirements.
Exhibit A consists of the scope of work for these professional services. The scope of work contains all
the specifications for this project.
Exhibit B consists of Contract Professional's Rate Schedule.
2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or products
necessary for the project and agrees to diligently provide all services, labor, personnel and materials necessary
to perform and complete the project described in Exhibit A which is attached hereto and incorporated herein by
reference. Contract Professional shall coordinate with Weld County to perform the services described on the
attached Exhibit A. Contract Professional shall faithfully perform the work in accordance with the standards of
professional care, skill, training, diligence and judgment provided by highly competent Contract Professionals
performing services of a similar nature to those described in this Agreement. Contract Professional shall further
be responsible for the timely completion, and acknowledges that a failure to comply with the standards and
requirements of Exhibit A 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 execution of this Agreement by County,
and shall continue through and until Contract Professional's completion of the responsibilities described in
Exhibit A. 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. Therefore,
within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contract
Professional if it wishes to renew this Contract.
4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days
written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material
breach of the terms of the Agreement. However, nothing herein shall be construed as giving Contract
Professional the right to provide services under this Agreement beyond the time when such services become
unsatisfactory to the County.
If this Agreement is terminated by County, Contract Professional 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 Contract
Professional 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, County shall take possession of all materials, equipment, tools and facilities owned
by County which Contract Professional is using, by whatever method it deems expedient; and, Contract
Professional 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 incomplete at the time of termination shall be marked "DRAFT-INCOMPLETE."
Upon termination of this Agreement by County, Contract Professional 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 Modification. Any amendments or modifications to this agreement shall be in writing signed
by both parties. No additional services or work performed by Contract Professional shall be the basis for
additional compensation unless and until Contract Professional 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, Contract Professional'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 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 Contract Professional for
performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and
this Agreement shall be modified accordingly by a supplemental Agreement. Any claims by the Contract
Professional for adjustment hereunder must be made in writing prior to performance of any work covered in the
anticipated supplemental Agreement. Any change in work made without such prior supplemental Agreement
shall be deemed covered in the compensation and time provisions of this Agreement
6. Compensation/Contract Amount. Upon Contract Professional's successful completion of the
services, and County's acceptance of the same, County agrees to pay an amount no greater than $
which is the bid set forth in Exhibit A. Contract Professional acknowledges no payment in excess of that
amount will be made by County unless a "change order" authorizing such additional payment has been
specifically approved by the Director of Weld County Public Works, or by formal resolution of the Weld
County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision
of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and
expenses incurred by Contract Professional under the terms of this Agreement for any amount in excess of the
sum of the bid amount set forth in Exhibit A. Contactor acknowledges that any work it performs beyond that
specifically authorized by County is performed at Contract Professional's risk and without authorization under
this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other
than the compensation stated herein.
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 Contract Professional 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, Contract Professional 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 Contract Professional hereunder and
Contract Professional 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.
Mileage may be reimbursed if the provisions of Exhibit A permit such payment at the rate set forth in
Exhibit B. Contract Professional may be reimbursed an amount not to exceed $257 for the renewal of the
County's Gravel Pit Substitute Supply Plans. Contract Professional shall not be paid any other expenses unless
set forth in this Agreement. Payment to Contract Professional will be made only upon presentation of a proper
claim by Contract Professional, itemizing services performed and, (if permitted under this Agreement), mileage
expense incurred.
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 Contract Professional 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 Contract Professional. Contract Professional agrees that it is an independent Contract
Professional and that Contract Professional's officers, agents or employees will not become employees of
County, nor entitled to any employee benefits from County as a result of the execution of this Agreement.
Contract Professional shall perform its duties hereunder as an independent Contract Professional. Contract
Professional shall be solely responsible for its acts and those of its agents and employees for all acts performed
pursuant to this Agreement. Contract Professional, its employees and agents are not entitled to unemployment
insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide
such coverage for Contract Professional or any of its agents or employees. Unemployment insurance benefits
will be available to Contract Professional and its employees and agents only if such coverage is made available
by Contract Professional or a third party. Contract Professional shall pay when due all applicable employment
taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contract
Professional shall not have authorization, express or implied, to bind County to any agreement, liability or
understanding, except as expressly set forth in this Agreement. Contract Professional shall have the following
responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a)
provide and keep in force workers' compensation and unemployment compensation insurance in the amounts
required by law (and as set forth in Exhibit A provide proof thereof when requested to do so by County).
8. Subcontractors. Contract Professional acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Contract Professional. Contract Professional shall not
enter into any subcontractor agreements for the completion of this project 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 subject project during the performance of this Agreement and
no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the project.
Contract Professional shall require each subcontractor, as approved by County and to the extent of the Services
to be performed by the subcontractor, to be bound to Contract Professional by the terms of this Agreement, and
to assume toward Contract Professional all the obligations and responsibilities which Contract Professional, 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 Contract Professional and Contract
Professional shall cooperate in such process. The Contract Professional shall be responsible for the acts and
omissions of its agents, employees and subcontractors.
9. Ownership. All work and information obtained by Contract Professional 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 Contract Professional 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. Contract Professional 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 financial information of the Contract Professional should be transmitted
separately from the main bid submittal, clearly denoting in red on the financial information at the top the word,
"CONFIDENTIAL." However, Contract Professional is advised that as a public entity, Weld County must
comply with the provisions of C.R.S. 24-72-201 , et seq., with regard to public records, and cannot guarantee the
confidentiality of all documents. Contract Professional agrees to keep confidential all of County's confidential
information. Contract Professional agrees not to sell, assign, distribute, or disclose any such confidential
information to any other person or entity without seeking written permission from the County. Contract
Professional 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. Contract Professional warrants that the services performed under this Agreement will be
performed in a manner consistent with the professional standards governing such services and the provisions of
this Agreement. Contract Professional further represents and warrants that all services shall be performed by
qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all
services will conform to applicable specifications.
12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional 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
Contract Professional 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 Contract Professional, and County's action or inaction when any
such breach or default shall exist 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 services 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 and Indemnification. Contract Professionals must secure, at or before the time of execution of
any agreement or commencement of any work, the following insurance covering all operations, goods or
services provided pursuant to this request. Contract Professionals 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.
The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by
A.M. Best Company as "A"VIII or better. Each policy shall contain a valid provision or endorsement stating
"Should any of the above-described policies by canceled or should any coverage be reduced before the
expiration date thereof, the issuing company shall send written notice to the Weld County Director of General
Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to
such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10)
days prior. If any policy is in excess of a deductible or self-insured retention, County must be notified by the
Contract Professional. Contract Professional shall be responsible for the payment of any deductible or self-
insured retention. County reserves the right to require Contract Professional to provide a bond, at no cost to
County, in the amount of the deductible or self-insured retention to guarantee payment of claims.
The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements
do not decrease or limit the liability of Professional. The County in no way warrants that the minimum limits
contained herein are sufficient to protect them from liabilities that might arise out of the performance of the
work under this Contract by the Contract Professional, its agents, representatives, employees, or subcontractors.
The Contract Professional shall assess its own risks and if it deems appropriate and/or prudent, maintain higher
limits and/or broader coverages. The Contract Professional 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 Contract Professional 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.
Any modification to these requirements must be made in writing by Weld County.
The Contract Professional stipulates that it has met the insurance requirements identified herein. The Contract
Professional 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 Contract
Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or
other deficiencies.
INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County, its officers,
agents, and employees, from and against injury, loss damage, liability, suits, actions, or willful acts or omissions
of Contract Professional, or claims of any type or character arising out of the work done in fulfillment of the
terms of this Contract or on account of any act, claim or amount arising or recovered under workers'
compensation law or arising out of the failure of the Contract Professional to conform to any statutes,
ordinances, regulation, law or court decree. The Contract Professional 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, or on account
of or in consequence of neglect of the Contract Professional in its methods or procedures; or in its provisions of
the materials required herein, or from any claims or amounts arising or recovered under the Worker's
Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or
termination hereof. It is agreed that the Contract Professional will be responsible for primary loss investigation,
defense and judgment costs where this contract of indemnity applies. In consideration of the award of this
contract, the Contract Professional agrees to waive all rights of subrogation against the County its associated
and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers
for losses arising from the work performed by the Contract Professional for the County. A failure to comply
with this provision shall result in County's right to immediately terminate this Agreement.
Types of Insurance: The Contract Professional shall obtain, and maintain at all times during the term
of any Agreement, insurance in the following kinds and amounts:
Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance
covering all of the Contract Professional's employees acting within the course and scope of their
employment. Policy shall contain a waiver of subrogation against the County. This requirement shall
not apply when a Contract Professional or subcontractor is exempt under Colorado Workers'
Compensation Act., AND when such Contract Professional or subcontractor executes the appropriate
sole proprietor waiver form.
Commercial General Liability Insurance shall include bodily injury, property damage, and liability
assumed under the contract.
$ 1 ,000,000 each occurrence;
$ 1 ,000,000 general aggregate;
$ 1 ,000,000 Personal Advertising injury
Automobile Liability: Contract Professional shall maintain limits of $ 1 ,000,000 for bodily injury per
person, $ 1 ,000,000 for bodily injury for each accident, and $ 1 ,000,000 for property damage applicable
to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non-
owned vehicles used in the performance of this Contract.
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. Contract Professional 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, Contract Professional 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 $ 1 ,000,000
Aggregate $2,000,000
Contract Professionals shall secure and deliver to the County at or before the time of execution of this
Agreement, and shall keep in force at all times during the term of the Agreement as the same may be
extended as herein provided, a commercial general liability insurance policy, including public liability
and property damage, in form and company acceptable to and approved by said Administrator,
covering all operations hereunder set forth in the related Bid or Request for Proposal.
Proof of Insurance: County reserves the right to require the Contract Professional to provide a
certificate of insurance, a policy, or other proof of insurance as required by the County's Risk
Administrator in his sole discretion.
Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor
liability, and inland marine, Contract Professional's insurer shall name County as an additional
insured.
Waiver of Subrogation: For all coverages, Contract Professional's insurer shall waive subrogation
rights against County.
Subcontractors: All subcontractors, independent Contract Professionals, sub-vendors, suppliers or
other entities providing goods or services required by this Agreement shall be subject to all of the
requirements herein and shall procure and maintain the same coverage's required of Contract
Professional . Contract Professional shall include all such subcontractors, independent Contract
Professionals, sub-vendors suppliers or other entities as insureds under its policies or shall ensure that
all subcontractors maintain the required coverages. Contract Professional agrees to provide proof of
insurance for all such subcontractors, independent Contract Professionals, sub-vendors suppliers or
other entities upon request by the County.
14. Non-Assignment. Contract Professional may not assign or transfer this Agreement or any interest therein
or claim thereunder, without the prior written approval of County. Any attempts by Contract Professional 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 Contract Professional hereunder. Such consent may be
granted or denied at the sole and absolute discretion of County.
15. Examination of Records. To the extent required by law, the Contractor agrees that any 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. The Contractor agrees to maintain these documents for three years from the date of the last payment
received.
16. 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.
17. 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. The County Representative for purposes of this
Agreement is hereby identified as, Director of Weld County Department of Public Works, or his designee. All
notices or other communications (including annual maintenance 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 by the sending party; or
(d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is
required by the sending party.
Either party may change its notice address(es) by written notice to the other.
Notification Information:
Contract Professional: Clear Water Solutions
Attn. : Steve Nguyen, President
Address: 8010 South CR 5, Suite 105
Address: Windsor, CO 80528
E-mail: Steve@clearwatercolorado.com
Facsimile: 970-223-3763
County:
Name: Don Dunker
Position: County Engineer
Address: PO Box 758
Address: Greeley, CO 80632
E-mail: ddunker@weldgov.com
Facsimile: 970-304-6497
18. Compliance with Law. Contract Professional 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.
19. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other
Contract Professionals or persons to perform services of the same or similar nature.
20. 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.
21. 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.
22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The
signatories to this Agreement aver 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. County
has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere
with the performance of Contract Professional's services and Contract Professional shall not employ any person
having such known interests. During the term of this Agreement, Contract Professional shall not engage in any
in any business or personal activities or practices or maintain any relationships which actually conflicts with or
in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by
Contract Professional to ensure compliance with this provision may result, in County's sole discretion, in
immediate termination of this Agreement. No employee of Contract Professional nor any member of Contract
Professional's family shall serve on a County Board, committee or hold any such position which either by rule,
practice or action nominates, recommends, supervises Contract Professional's operations, or authorizes funding
to Contract Professional.
23. 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.
24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the
Colorado Governmental Immunity Act §§24-10- 101 et seq., as applicable now or hereafter amended.
25. 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.
26. 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.
27. 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, Contract Professional agrees that the Weld County District
Court shall have exclusive jurisdiction to resolve said dispute.
28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants, and agrees
that it does not knowingly employ or contract with an illegal alien who will perform work under this
contract. Contract Professional will confirm the employment eligibility of all employees who are newly hired
for employment in the United States to perform work under this Agreement, through participation in the E-
Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5- 102(5)(c). Contract
Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement
or enter into a contract with a subcontractor that fails to certify with Contract Professional that the subcontractor
shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contract
Professional shall not use E-Verify Program or State of Colorado program procedures to undertake pre-
employment screening or job applicants while this Agreement is being performed. If Contract Professional
obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Contract Professional shall notify the subcontractor and County
within three (3) days that Contract Professional has actual knowledge that a subcontractor is employing or
contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing
or contracting with the illegal alien within three (3) days of receiving notice. Contract Professional shall not
terminate the contract if within three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien. Contract Professional shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-
17.5- 102(5), by the Colorado Department of Labor and Employment. If Contract Professional participates in the
State of Colorado program, Contract Professional shall, within twenty days after hiring an new employee to
perform work under the contract, affirm that Contract Professional has examined the legal work status of such
employee, retained file copies of the documents, and not altered or falsified the identification documents for
such employees. Contract Professional shall deliver to County, a written notarized affirmation that it has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
State of Colorado program. If Contract Professional fails to comply with any requirement of this provision or of
C.R.S. § 8- 17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contract
Professional shall be liable for actual and consequential damages.
Except where exempted by federal law and except as provided in G.R.S. § 24-76.5- 103(3), if Contract
Professional receives federal or state funds under the contract, Contract Professional must confirm that any
individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to
C.R.S. § 24-76.5- 103(4), if such individual applies for public benefits provided under the contract. If Contract
Professional operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a
citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b)
shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (e) shall produce
one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract.
29. Attorneys Fees/Legal Costs. In the event of a dispute between County and Contract Professional,
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.
30. 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 Contract Professional 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 A and B, 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.
N W 2
NESS WHEREOF, the parties hereto have signed this Agreement this p day of
2015.
CONTRA T PROFESSIONAL:
C z wo 1-01— Sot. o. s ) i.-3 c.
By; Date 4.- 1S - 15
Name: �,%,-1IL 1J cal e-p-)
Title: 1Prt,Q•s ils 't'
WILD COUf9 C.� ;�
ATTEST- G' BOARD OF COUNTY COMMISSIONERS
Weld 'out Clerk to the B.+rd WELD COUNTY,COLORADO
BY �L��.1 _��. � TUS4 --- ______
Deputy Cl k to t . Boa, '! IS R ` Mike Freeman, Pro-Tem SAY 0 2615
r--- OVED AS F � G �! :�" ' � PPROVED AS TO SUBS'cANCE:
� ts61 ;,O
ri"i► �� A_,P(__4,_ _.-----e- 1-..
Controller / %� f, E cted • 'cial or Department Head
APP r' , OIti • AIM
Director of General Services
Coun /• orney
c.240/5—/473
EXHIBIT A: SCOPE OF WORK
Clear Water Solutions (CWS) proposes to provide the following services until such time as the County
hires a water rights engineer.
1 . Project: 12-170 Weld County Dust Control Well #3:
Monthly accounting services for the East Davis Well (Dust Well No. 3) — CWS will provide the
monthly accounting spreadsheet to the Division of Water Resources (DWR) based on the
pumping amounts provided by the County. The spreadsheet will also be provided to the City of
Greeley and Weld County staff.
a. Not to exceed '/2 hour per month for a Project Manager II
b. Not to exceed '/2 hour per month for an Administration employee
2. Project: 07-170 Weld County Dust Control Well #2:
Monthly accounting services for the Briggsdale Well (Dust Well No. 2) — CWS will provide the
monthly accounting spreadsheet to the DWR based on the pumping amounts provided by the
County. The spreadsheet will also be provided to the City of Greeley and Weld County staff.
a. Not to exceed '/2 hour per month for a Project Manager II
b. Not to exceed 'A hour per month for an Administration employee
3. Project: 05-113 Weld County Dust Control Well #1 :
Monthly accounting services for the Geisert Well (Dust Well No. 1 ) — CWS will provide the
monthly accounting spreadsheet to the DWR based on the pumping amounts provided by the
County. The spreadsheet will also be provided to the City of Greeley and Weld County staff.
a. Not to exceed '/2 hour per month for a Project Manager II
b. Not to exceed '/2 hour per month for an Administration employee
4. Project: 05-110 Weld County Substitute Water Supply Plan — Phase A:
Monthly accounting services for the augmentation of the Geisert Pit — CWS will provide the
monthly accounting spreadsheet to the DWR. The spreadsheet will also be provided to the City
of Greeley and Weld County staff.
a. Not to exceed 'A hour per month for a Project Manager H
b. Not to exceed '/2 hour per month for an Administration employee
5. Project: 05-110 Weld County Substitute Water Supply Plan — Phase B:
Monthly accounting services for the augmentation of the Hokestra Pit — CWS will provide the
monthly accounting spreadsheet to the DWR. The spreadsheet will also be provided to the City
of Greeley and Weld County staff.
a. Not to exceed 'A hour per month for a Project Manager II
b. Not to exceed 'A hour per month for an Administration employee
6. Project: 06-150 Bearson Pit Water Court:
Monthly accounting services for the augmentation of the Bearson Gravel Pit — CWS will provide
the monthly accounting spreadsheet to the DWR. The spreadsheet will also be provided to the
City of Greeley and Weld County staff. CWS also verify that augmentation deliveries have been
made. CWS will also continue to coordinate with Central's engineer to research the feasibility of
using Central's water storage for winter time depletions. CWS will not provide any other water
rights services on the Bearson Water Court Case unless this agreement is first modified to allow
such services. Modification of this agreement shall be accompanied by a detailed description of
the service to be provided and an associated cost breakdown.
a. Not to exceed 1 hour per month for a Project Manager II
b. Not to exceed 2 hours per month for a Senior Project Manager III
c. Not to exceed '/2 hour per month for an Administration employee
7. Project: 05-111 Weld County General Water Services — Phase A:
South Adams Water Court Case — CWS will provide copies of all documentation to the County
with the invoice.
a. Not to exceed 3 hours per month for a Principal
b. Not to exceed 1 hour per month for a Project Manager II
c. Not to exceed '/2 hour per month for a Senior Project Manager III
d. Not to exceed '/2 hour per month for an Administration employee
8. Project: 05-110 Weld County Substitute Water Supply Plan — Phase B:
Hokestra Substitute Water Supply Plan — CWS will respond to questions from the DWR
regarding this SWSP. The County will be provided with copies of all correspondence between
the DWR and CWS.
a. Not to exceed '/2 hour per month for a Project Manager II
b. Not to exceed '/2 hour per month for a Senior Project Manager III
c. Not to exceed '/2 hour per month for an Administration employee
9. Project: 05-111 Weld County General Water Services — Phase A:
CWS will also provide transition services to help transfer procedures, documentation, and
knowledge to County staff. CWS will meet with County staff once the County's water rights
engineer has been hired and will provide training with regards to the monthly accounting
spreadsheets. CWS will provide a CDROM/DVD with all of Weld County's data on it. Weld
County's data will include but not be limited to: GIS data, PDFs, spreadsheets, aerial photos,
stock certificates, water court decrees, augmentation plans, and any other documents which are
related to the County's water rights. CWS will also provide a hardcopy of all documents
maintained in their filing cabinets related to the County's water rights.
a. Not to exceed 25 hours for a Project Manager II
b. Not to exceed 25 hours for a Senior Project Manager HI
c. Not to exceed 20 hours for a Principal
d. Not to exceed 10 hours for an Administration employee
e. Total expenditure for this task shall not exceed 80 hours
10. Project: 13-180 Geisert Pit Water Services — Phase A:
CWS will provide support to for the Geisert Pit Water Court Case including reviewing previous
reports to objectors and develop any additional responses to issues not yet addressed or issues
not consistent with the latest draft decree, preparing the 26a2 disclosure using previous work to
the extent it is consistent with the latest draft decree, updating all tables and figures as necessary
and compiling decree related exhibits as requested by the water attorney, assisting water attorney
with final version of the draft decree, compiling and listing references used to generate the
report, and updating CVs (resumes) for submittal. The County shall be supplied with copies of
all files generated in the completion of this task. This task is for the completion of the 26a2
disclosure only and does not include the Rebuttal Report, any future settlement
negotiations/engineering, or trial. CWS will not provide any other water rights services on this
court case unless this agreement is first modified to allow such services. Modification of this
agreement shall be accompanied by a detailed description of the service to be provided and an
associated cost breakdown.
a. Not to exceed 25 hours for a Project Manager II
b. Not to exceed 35 hours for a Senior Project Manager III
c. Not to exceed 6 hours for a Principal
d. Total expenditure for this task shall not exceed $9,030.00.
05-111 Weld County General Water Services
CWS will not provide any water rights services on the Fort Lupton Water Court Case unless this
agreement is first modified to allow such services. Modification of this agreement shall be accompanied
by a detailed description of the service to be provided and an associated cost breakdown.
05-111 Weld County General Water Services
CWS will not provide any water rights services regarding the lease of the County's unused water rights
unless this agreement is first modified to allow such services. Modification of this agreement shall be
accompanied by a detailed description of the service to be provided and an associated cost breakdown.
07-140 Rural Ditch Change of Use and Hokestra Storage
CWS will not provide any water rights services regarding the Hokestra Pit Augmentation Plan and the
Rural Ditch Change Case unless this agreement is first modified to allow such services. Modification of
this agreement shall be accompanied by a detailed description of the service to be provided and an
associated cost breakdown.
CWS will not charge for equipment, supplies, and general expenses.
EXHIBIT 13: SCHEDULE OF HOURLY RATES
WAT E R
water iit)il[S • olallrllll.f • Pll llifleerlllq
Schedule of Standard Hourly Rates
Effective: January 1, 2015 through May 20, 2016
PERSONNEL Rate Per Hour
Principal $180
Senior Project Manager IX $190
Senior Project Manager VIII $180
Senior Project Manager VII $170
Senior Project Manager VI $160
Senior Project Manager V $155
Senior Project Manager IV $150
Senior Project Manager III $145
Senior Project Manager II $140
Senior Project Manager I $135
Project Manager IV $130
Project Manager III $120
Project Manager II $115
Project Manager I $110
Senior Water Resource Engineer IV $105
Senior Water Resource Engineer III $100
Senior Water Resource Engineer II $95
Senior Water Resource Engineer I $90
Water Resource Engineer III $85
Water Resource Engineer II $80
Water Resource Engineer I $75
Water Resource Specialist IV $105
Water Resource Specialist III $100
Water Resource Specialist II $95
Water Resource Specialist I $90
Administrative Staff $70
Expert Witness 2x normal billing rate
Car mileage @ federal rate per mile, other direct expenses at actual cost plus
10% for handling and insurance
o2o/s - /51-
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