HomeMy WebLinkAbout20-87 Cesare, Inc Agmt Firestone Reservoir No. 1 09-23-2020RESOLUTION 1N0.20-87
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TO1'VN OF
FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN
CESARE INC AND THE TOWN OF FIRESTONE REGARDING
GEOTECHNICAL ENGINEERING SERVICES FOR THE FIRESTONE
RESERVOIR NO, I SUPPLY AND DELIVERY INFRASTRUCTURE PROJECT
WHEREAS, the Town of Firestone ("Town") is in need of geotecluiical engineering
services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project (Project" );
and
WHEREAS, as Cesare Itrc., has been involved in the design of the Project it is uniquely
well positioned to provide the Project's geotechnical engineering services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLORADO,
The Agreement between the Town of Firestone and Cesare, Inc., for geoteclu�ical
engineering services for the Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project
is approved in substantially the same form as the copy attached hereto and made a pant of this
resolution and the Mayor is authorized to execute the Agreement on behalf of the Town.
1NTRODUCED, READ AND ADOPTED till of Q, , 2020.
S-BONE ` TOWN OF FIRESTONfi, COLORADO
64
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Koenig, CMQ�I'q�n Clerk
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Town Attorney
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and
entered into this day of K'2020 (the "Effective Date"), by and between the
TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue,
P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and Cesare, Inc., a Colorado corporation
and an independent contractor with a principal place of business at 7108 South Alton Way, Building
B, Centennial, CO 80112 ("Contractor") (each a "Party" and collectively the "Parties").
WHEREAS, the Town requires professional services; and
WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and
experience to perform the required professional services.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
I. SCOPE OF SERVICES
A. Contractor shall furnish all labor and materials required for the complete and prompt
execution and performance of all duties, obligations, and responsibilities which are described or
reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and
incorporated herein by this reference and known as: Firestone Reservoir No. 1 Supply and
Delivery Infrastructure Geotechnical Engineering (W2020-9534)
B. A change in the Scope of Services shall not be effective unless authorized as an
amendment to this Agreement. If Contractor proceeds without such written authorization, 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 Town is authorized to modify any term of this
Agreement, either directly or implied by a course of action.
II. TERM AND TERMINATION
A, This Agreement shall commence on the Effective Date, and shall continue until
Contractor completes the Scope of Services to the satisfaction of the Town, or until terminated as
provided herein.
Be
Either Party may terminate this Agreement upon 30 days advance written notice.
The Town shall pay Contractor for all work previously authorized and completed prior to the date of
termination. If, however, Contractor has substantially or materially breached this Agreement, the
Town shall have any remedy or right of set-off available at law and equity.
III. COMPENSATION
In consideration for the completion of the Scope of Services by Contractor, the Town shall
pay Contractor on an hourly rate plus expenses not to exceed an amount of 94 450.00, This amount
is an estimate and includes all fees, costs and expenses that may be incurred by Contractor, and no
additional amounts shall be paid by the Town for such fees, costs and expenses without prior written
approval. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days
of receipt,
IV. PROFESSIONAL RESPONSIBILITY
A. Contractor hereby warrants that it is qualified to assume the responsibilities and
render the services described herein and has all requisite corporate authority and professional
licenses in good standing, required by law. The work performed by Contractor shall be in accordance
with generally accepted professional practices and the level of competency presently maintained by
other practicing professional firms in the same or similar type of work in the applicable community.
The work and services to be performed by Contractor hereunder shall be done in compliance with
applicable laws, ordinances, rules and regulations.
B. The Town's review, approval or acceptance of, or payment for any services shall
not be construed to operate as a waiver of any rights under this Agreement or of any cause of action
isi
arng out of the performance of this Agreement.
C. Because the Town has hired Contractor for its professional expertise, Contractor
agrees not to employ subcontractors to perform any work except as expressly set forth in the Scope
of Services.
V. OWNERSHIP
Any materials, items, and work specified in the Scope of Services, and any and all related
documentation and materials provided or developed by Contractor shall be exclusively owned by the
Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of
Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work
made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and
interest in such work. The Town may, with respect to all or any portion of such work, use, publish,
display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work
without providing notice to or receiving consent from Contractor.
If the Town reuses or makes any modification to Consultant's designs, documents or work
product without the prior written authorization of Consultant, the Town agrees, to the fullest extent
permitted by law, to release the Consultant, its officers, directors, employees and sub -consultants
from all claims and causes of action arising from such uses, and shall indemnify and hold them
harmless from all costs and expenses, including the cost of defense, related to claims and causes
of action to the extent such costs and expenses arise from the Town's modification or reuse of the
documents.
The Town expressly acknowledges and agrees that the documents and data to be provided
by Consultant under the Agreement may contain certain design details, features and concepts from
the Consultant's own practice detail library, which collectively may form portions of the design for the
Project, but which separately, are, and shall remain, the sole and exclusive property of Consultant.
Nothing herein shall be construed as a limitation on the Consultant's right to re -use such component
design details, features and concepts on other projects, in other contexts or for other clients.
VI. INDEPENDENT CONTRACTOR
Contractor is an independent contractor. Notwithstanding any other provision of this
Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement
shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor
shall make no representation that it is a Town employee for any purposes.
VII. INSURANCE
A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of
insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by
Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and
shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with
forms and insurers acceptable to the Town.
1. Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with minimum combined single limits of
$1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be
applicable to all premises and operations, and shall include coverage for bodily injury, broad
form property damage, personal injury (including coverage for contractual and employee
acts), blanket contractual, products, and completed operations. The policy shall contain a
severability of interests provision, and shall include the Town and the Town 's officers,
employees, and contractors as additional insureds. No additional insured endorsement shall
contain any exclusion for bodily injury or property damage arising from completed
operations.
3. Professional liability insurance with minimum limits of $1,000,000 each claim and
$2,000,000 general aggregate.
B. Such insurance shall be in addition to any other insurance requirements imposed
by law. The coverages afforded under the policies shall not be canceled, terminated or materially
changed without at least 30 days prior written notice to the Town. In the case of any claims -made
policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain
such continuous coverage. Any insurance carried by the Town, its officers, its employees or its
contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor
shall be solely responsible for any deductible losses under any policy.
C. Contractor shall provide to the Town a certificate of insurance as evidence that the
required policies are in full force and effect. The certificate shall identify this Agreement.
VIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers,
volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability,
damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or
damage, including without limitation claims arising from bodily injury, personal injury, sickness,
disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out
of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in
whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of
Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of
Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of
any employee of any subcontractor of Contractor. Contractor s liability under this indemnification
provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree
or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any
officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor.
B. If Contractor is providing architectural, engineering, surveying or other design services
under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town
may be determined only after Contractor's liability or fault has been determined by adjudication,
alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as
provided by C.R.S. § 13-50.5-102(8)(c).
IX. ILLEGAL ALIENS
A. Certification. By entering into this Agreement, Contractor hereby certifies that, at
the time of this certification, it does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement and that Contractor will participate in either the E-Verify Program
administered by the United States Department of Homeland Security and Social Security
Administration or the Department Program administered by the Colorado Department of Labor and
Employment to confirm the employment eligibility of all employees who are newly hired to perform
work under this Agreement.
B. Prohibited Acts. Contractor 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 to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement.
C. Verification.
1. If Contractor has employees, Contractor has confirmed the employment eligibility of
all employees who are newly hired to perform work under this Agreement through
participation in either the &Verify Program or the Department Program.
2. Contractor shall not use the E-Verify Program or Department Program procedures
to undertake pre -employment screening of job applicants while this Agreement is being
performed.
3. If Contractor obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien who is performing work
under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days
that Contractor has actual knowledge that the subcontractor is employing or contracting with
an illegal alien who is performing work under this Agreement; and terminate the subcontract
with the subcontractor if within 3 days of receiving the notice required pursuant to subsection
1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who
is performing work under this Agreement; except that Contractor shall not terminate the
subcontract if during such 3 days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with an illegal alien who is
performing work under this Agreement.
D. Duty to Comply with Investigations. Contractor shall comply with any reasonable
request by the Colorado Department of Labor and Employment made in the course of an investigation
conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms
of this Agreement.
CO Affidavits. If Contractor does not have employees, Contractor shall sign the No
Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired
employees who perform work under the Agreement via the Department Program, Contractor shall
sign the "Department Program Affidavit" attached hereto.
X. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws of the
State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld
County, Colorado.
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or
breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or
obligation of this Agreement.
C. Integration. This Agreement constitutes the entire agreement between the Parties,
superseding all prior oral or written communications.
D. Third Parties. There are no intended third -party beneficiaries to this Agreement.
E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed
sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the
address sefforth on the first page of this Agreement.
F. Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall
remain in full force and effect.
G. Modification. This Agreement may only be modified upon written agreement of the
Parties.
H. Assignment. Neither this Agreement nor any of the rights or obligations of the
Parties shall be assigned by either Party without the written consent of the other.
I. Governmental Immunity. The Town and its officers, attorneys and employees, are
relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations or any other rights, immunities or protections provided by the Colorado Governmental
Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its
officers, attorneys or employees.
J. Rights and Remedies. The rights and remedies of the Town under this Agreement
are in addition to any other rights and remedies provided by law. The expiration of this Agreement
shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies
may be asserted, for work negligently or defectively performed.
K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado
Constitution, any financial obligation of the Town not performed during the current fiscal year is
subject to annual appropriation, shall extend only to monies currently appropriated, and shall not
constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year.
L, Representative Authority, Each person signing this Agreement represents and warrants
that he or she is duly authorized and has the legal capacity to execute the Agreement.
IN WITNESS WHEREOF, U Parties have executed this Agreement as of the Effective Date.
ATTEST:
Koenig, Town
William"P.�llayashi, Town Attorney
ATTEST:
l
Print Name: _Jan K, Wright
��FtMIAlhi ESTptiN
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�Nry Co`'���
OF FIRESTONE,
Bobbi Sindelar
CESARE, INC.
Print: K. Craig Vaughn, P.E.
Title: Senior Princ
LORADO
To be completed only it Contractor participates in the Department of Labor LawfUt Presence Verification Program
I, as a public contractor under contract with the Town of
Firestone (the "Town"), hereby affirm that:
1. I have examined or will examine the legal work status of all employees who are
newly hired for employment to perform work under this public contract for services ("Agreement")
with the Town within 20 days after such hiring date;
2. I have retained or will retain file copies of all documents required by 8 U.S.C. §
1324a, which verify the employment eligibility and identity of newly hired employees who perform
work under this Agreement, and
3. I have not and will not alter or falsify the identification documents for my newly hired
employees who perform work under this Agreement.
Signature Date
STATE OF COLORADO )
ss.
COUNTY OF )
The foregoing instrument was subscribed, sworn to (or affirmed) before me this
_, 2020, by as
My commission expires:
(SEAL)
Notary Public
tiffoJ11FAV
July 7, 2020
Mr. David B. Lindsay, PE
Colorado Civil Group, Inc.
2204 Hoffman Drive
Loveland, CO 80538
dlindsay@ccginc.us
Subject: Proposed Construction Materials Testing Services
Firestone Reservoir No. 1 Supply and Delivery Infrastructure Project
Town of Firestone, Colorado
Proposal No. F200610
Dear Mr. Lindsay:
Cesare, Inc. (Cesare) is pleased to submit this proposal for construction materials testing during
construction of the Firestone Reservoir No. 1 in Firestone, Colorado. It is Cesare's understanding the
work will be performed for the Town of Firestone (Client). The facility was designed by Acuity, LLC
in a collaborative effort with Wenck Associates. A general contractor has not been selected.
Geotechnical engineering to support the final design of the project and adjacent proposed Saint Vrain
Water Treatment Plant was performed by Cesare, Inc., making our firm uniquely qualified to provide
the requested services.
Cesare is a consulting engineering firm established in 1987 specializing in materials engineering,
geology, geologic hazards, geotechnical engineering, forensic engineering and failure analysis, quality
assurance/quality control (QA/QC), construction observation, and construction materials testing.
Cesare's headquarters are in Centennial, Colorado. Cesare has offices in Frederick, Colorado to
support our northern Colorado and Wyoming client needs, and one in Summit County to serve central
and western Colorado. Cesare's main laboratory facility in Centennial, Colorado is nationally
accredited and validated.
The ��Cesare Team" consists of over 60 engineers, geologists, field/laboratory technicians, and
support staff, is qualified and excited to satisfy the QA/QC requirements for the Saint Vrain Water
Treatment Plant. Cesare is fully prepared and committed to focus the required resources to this
project to complete all deliverables and participate in the extensive collaborative efforts, which will
be necessary to successfully complete this project.
Based on information provided, Cesare understands services will be required on a part-time basis for
the duration of the project for fill placement, cast -in -place concrete, dental concrete, utility and
pipeline backfill, subgrade preparation, and road construction. The contractor's daily work schedule
is currently unknown, but for the purposes of this proposal, Cesare assumes the contractor will work
8 hour days, 5 days per week, for an estimated duration of 12 months. The Saint Vrain WTP is
anticipated to be in construction concurrently with Firestone Reservoir No. 1. It is very likely that
Corporate Office: 7108 South Alton Way, Building B o Centennial, CO 80112
Locations: Centennial �> Fredericks Silverthorne � Salida/Crested Butte
Phone 303-220-0300 www.cesareinc.com
CESARE, INC.
staffing efficiencies may be derived while covering the simultaneous projects. It is appropriate to
treat the projects separately as they both will require full time testing and observation for significant
intervals of time.
Based on Cesare's understanding the following program is proposed:
• Cesare will provide qualified engineering technicians with the necessary equipment to
perform the specified testing for soil, aggregate, cast -in -place concrete, dental concrete
and paving. If needed, an additional technician will be available at your request during
times where simultaneous operations may demand broad coverage. Field equipment is
captured in the hourly rate and includes, but may not be limited to, the nuclear
densometer, vehicles, equipment to perform 1-point Proctor tests, sieves for gradation
analysis, slump cone, air meter and cylinder molds.
• Firestone Reservoir No. 1 is primarily an earthwork construction project. Compaction
testing of embankment, liner and utility backfill will be performed on a full-time basis
during soil placement or as otherwise directed by the engineer. Soil samples will be
collected periodically and when material changes are observed. Samples will be delivered
to our laboratory for moisture density relationships and classification testing.
• During concrete placement, as per specification, sets of five cylinders will be molded once
per each 8 hour day or every 100 cubic yards whichever is more frequent. Two cylinders
will be tested at 7 days, two cylinders at 28 days and a hold cylinder will be reserved for
a 56 day break or as requested by the engineer.
• Testing of concrete aggregates will be performed as directed by the engineer.
• Cesare will submit a weekly summary of testing in digital format. Test results will be
delivered verbally at the time of testing.
• Mileage will be included in the hourly labor rate.
• A project manager and technical administrative staff will be assigned to provide necessary
resources to field personnel, interface with the client, review the daily reports from the
field technicians prior to final issuance to the client, etc.
• Upon completion of the project, a final summary report will be submitted presenting all
field and laboratory test data including a substantial completion letter signed and stamped
by a professional engineer registered in the State of Colorado.
Cesare proposes to provide the above services on a time and materials basis. As stated previously,
with strong communication and coordination with the Saint Vrain WTP project, testing fees could be
significantly reduced. If for unforeseen reasons, the project extends beyond September 30, 2021,
the rates presented herein will escalate 3% and again 3% per year, effective January 1 of each
calendar year thereafter. The following scope was developed after discussions with Mr. Lindsay,
review of the design documents prepared by Acuity and Wenck Associates and the tentative
construction schedule discussed.
Engineering Technician time
(4 hour minimum, per day, per technician)
Technician overtime (not anticipated)
1000 hours @ $68/hour $68,000
0 hours @ $91.80/hour $0
F200610 Firestone Reservoir No 1 Proposal 07.07.20
CESARE, INC.
Offsite laboratory testing (Proctors, gradations, Atterberg, swell, etc.)
(estimated $1000/month) 12 months @ $900/month $10,800
Concrete Compressive strength specimens 40 each @ $15/each $600
Senior Project manager 85 hours @ $135/hour $11 475
Administrative support 65 hours @ $55/hour $3,575
3rrive at the cost estimate shown above, ,+ ,functionof t
onstruction schedule, duration, sequencing and efficiency of site operations,
Should the project extend beyond the anticipated 12 month schedule, the above rates can be used
to forecast additional QA/QC costs. Consultation and unanticipated laboratory testing, if required,
will be invoiced at the unit rates listed in our current schedule of fees, attached.
PROJECT SCHEDULING
Cesare requires a minimum 24 to 48 hours' notice for all testing and construction
observation. All requests for services on weekend days must be scheduled by 3a00 PM on Thursday.
All scheduling must be conducted through Cesare's assigned project manager or main office and not
through field personnel unless other arrangements are made prior to Cesare rendering services.
Should additional services be required outside this scope of service, they may be provided at the
hourly rates listed in our current schedule of fees, only after Client's authorization in writing. Our
proposal assumes a workday of 8 hours and a workweek of 40 hours. Fees exceeding S hours per
Jay or 40 hours per week and hours worked on weekends will include an Overtime
Premium at a rate of 1.35 times the rates indicated in our schedule of fees. Hours worked
on Cesare paid holidays will be invoiced at 2 times the standard rate indicated. A Night
Shift Premium will be invoiced at the Standard Rate plus $5 per hour (6 PM to 6 AM).
Samples collected and subjected to testing, if any, will be disposed of after testing is completed.
Samples not subjected to testing, if any, will be disposed of thirty (30) days after submittal of the
report for which the samples were collected.
TERMS ®F AGREEMENT
Cesare shall perform its services proposed above, subject to these terms of agreement (Agreement),
in a manner consistent with that level of care and skill ordinarily exercised by members of the same
profession currently practicing under similar conditions in the location of the project. No warranty or
guarantee, either expressed or implied, is made or intended in our proposals, contracts, or reports.
The Client recognizes that subsurface conditions may vary from those encountered at the location
where borings, surveys, or explorations are made by Cesare and that site and material conditions
may vary. The data, tests, observations, interpretations, and recommendations made by Cesare are,
therefore, based solely on the information available and obtained by Cesare. Cesare will be
F200610 Firestone Reservoir No 1 Proposal 07.07.20 3
CESARE, INC.
responsible for those data, interpretations, and recommendations as indicated above, but shall not
be responsible for the interpretations by others of the information developed. Cesare is not
responsible for knowledge of previous studies on the subject property unless they are made available
to Cesare and their review made part of this Agreement.
In performing services under this Agreement, Cesare shall be entitled to rely upon the accuracy and
completeness of reports, plans, specifications, and recommendations prepared by other consultants
retained by the Client and Cesare shall not be held liable for any actions, allegations, claims, or
damages resulting from errors or omissions as a result of such reliance.
In the event the client presents a claim against Cesare at law or otherwise, for any alleged error,
omission or other act arising out of the performance of our professional services; and the client fails
to prove such claim upon final adjudication, then the client shall pay all costs incurred by Cesare in
defending itself against the claim, including but not limited to personnel -related costs, attorney's
fees, court costs and other claim -related expenses.
INVOICES
Invoices will be submitted monthly and on completion of services and are payable on receipt unless
other arrangements have been made. Cesare reserves the right to apply an interest charge of 1.5%
per month to unpaid balances commencing thirty (30) days from the date of invoice and/or to cease
service on any continuing project where invoices are more than sixty (60) days past due Attorney's
fees and other costs incurred in collecting delinquent amounts shall be paid by the Client.
PROPOSALS
Written technical proposals and engineering/consulting fee estimates are provided on request.
Technical proposals and fee estimates are valid for sixty (60) days from the date of the proposal after
which it is subject to review by Cesare. A revised proposal and fee estimate may be submitted.
Client will provide for right -of -entry of Cesare and all necessary equipment to complete the proposed
services. While Cesare will take reasonable precautions to minimize damage to the project property,
it is understood by Client that in the normal course of work, some damage may occur, and unless
otherwise stated in Cesare's scope, the correction of which is not part of this Agreement.
UTILITIES
Client and Clients contractors shall be responsible for designating the location of all onsite utilities
and subterranean structures, especially as required by law
Cesare harmless for damage to any utilities or subterranea
wires, pipes, tanks, etc.) whose locations are not marked,
marked accurately in the field prior to Cesare's arrival onsite.
. Client agrees to indemnity and hold
n structures (irrigation linestelephone
,
or are not clearly marked, or are not
]OBSITE SAFETY
Neither the professional activities of Cesare, nor the presence of Cesare or its employees, and/or
subconsultants at the project site, shall relieve the Owner or Owner's representatives of its
F200610 Firestone Reservoir No 1 Proposal 07.07.20 4
CESARE, INC.
obligations, duties, and responsibilities with any health and/or safety precautions required by any
regulatory agencies. Cesare and its personnel have no authority to exercise any control over any
other contractor, consultant, or their employees in connection with their work or any health and/or
safety programs or procedures. The Client agrees that other contractors or consultants shall be solely
responsible for jobsite safety, and warrants that this intent shall be carried out in the Client's contract
with other contractors or consultants.
OWNERSHIP OF DOCUMENTS
Unless otherwise agreed in writing, all documents and information prepared by Cesare in connection
with the performance of its services, including, but not limited to, Cesare's reports, boring logs, maps,
field data, field notes, drawings and specifications, laboratory test data, and other similar documents
(collectively "Documents') are and shall remain the property of Cesare. Cesare has the right, in its
sole discretion, to dispose of or retain the Documents. The Documents may be used by Client only
in connection with completion of the subject project.
Upon receipt of payment in full, Cesare grants to Client anon -exclusive license to use the Documents
in constructing, maintaining, or renovating the subject project. Client agrees not to alter the
Documents, use the Documents for any other project, or distribute the Documents to any third party.
To the maximum extent permitted by law, Client shall defend, indemnify, and hold Cesare harmless
against all claims arising out of the unauthorized alteration, distribution, or reuse of Cesare's
Documents. Client shall not assign and/or transfer, directly or indirectly, in whole or in part, the
Documents to any third party without Cesare's prior review and written consent.
INDEMNIFICATION
The Client expressly agrees to indemnify and save harmless Cesare, its officers, agents, employees,
successors, and assigns against any suits, claims, demands, or actions, which are brought against
Cesare, its officers, agents, employees, successors, and assigns for or as the result of any injuries or
damages received or sustained by any person, firm, or corporations or persons, firms, or corporations,
resulting from the Client's negligent acts, errors, or omissions and those of their contractors,
subcontractors, consultants, or anyone for whom the Client is legally liable, and arising from the
project that is subject to this Agreement. Cesare is not obligated to indemnify the Client in any
manner from the Client's own negligence.
Cesare's services in connection with this Agreement shall in noway subject the Consultant's individual
employees, officers, or directors to any personal legal exposure for any services associated with this
project.
MEDIATION
In an effort to resolve any conflicts that arise from the services of this Agreement, the Client and
Cesare agree that all disputes between them arising out of or relating to this Agreement shall first
be submitted to non -binding mediation, unless the parties otherwise mutually agree in writing.
F200610 Firestone Reservoir No 1 Proposal 07.07.20 5
CESARE, INC.
INSURANCE
Cesare has coverage under public liability, property damage, and professional liability insurance
policies as Cesare deems to be adequate. Certificates for such policies of insurance shall be provided
to Client upon written request.
To the maximum extent permitted by law, the Client agrees to limit Cesare's total aggregate liability
to Client and others for all injuries, claims, losses, damages, and expenses (including costs, expenses,
attorney fees, and interest) arising out of Cesare's services to the sum of $50,000 or Cesare's fee for
services rendered pursuant to this Agreement, whichever is less. This limitation shall apply, regardless
of the nature of the claim made or the cause of action or legal theory pled or asserted.
Further, in the event of a claim, Client agrees that as its sole and exclusive remedy, any claim,
demand, or suit shall be brought against Cesare as a corporation only, and not against any of Cesare's
individual employees, engineers, agents, officers, directors, or shareholders.
The parties agree that any claim or cause of action between them, including, but not limited to claims
for contribution and indemnity, shall be deemed to have accrued, and the applicable statute of
limitations and repose shall commence to run no later than the date of substantial completion of
Cesare's services under this Agreement. Substantial completion shall be deemed to occur no later
than the date Cesare signs a lien release for payment, or if no lien release is required, when Cesare
issues its final invoice for services that Cesare has completed under this Agreement.
[r`I1i�1 ���73��7 ►TT-� �I �I � ► I�III �=1717_1 u 1 �1'
Client and Cesare waive claims against each other for consequential, incidental, indirect, special,
exemplary, or punitive damages arising out of Cesare's services. This mutual waiver includes, but is
not limited to, claims for loss of use, product, rent, income, profit, financing, business, and reputation,
for delay damages of any kinds for lost management and labor productivity; for lost opportunity to
complete other projects; and for increased construction and financing costs. This waiver extends,
without limitation, to all consequential damages due to either parry's termination under this
Agreement.
Either party may terminate this Agreement for convenience and without cause upon giving the other
party not less than seven (7) calendar days' written notice. In the event of such termination, the
Client shall, within fifteen (15) calendar days, pay Cesare for all services rendered and all
reimbursable costs incurred by Cesare up to the date of termination, in accordance with the payment
provisions of this Agreement.
Either party may terminate this Agreement for cause upon giving the other party not less than seven
(7) calendar days' written notice for any of the following reasons:
• Substantial failure by the other party to perform in accordance with the terms of this
Agreement, including Client's failure to pay Cesare's invoices;
F200610 Firestone Reservoir No 1 Proposal 07.07.20 6
CESARE, INC.
• Assignment of this Agreement or transfer of the project by either party to any other entity
without the prior written consent of the other party,
• Suspension of the project or Cesare's services by the Client for more than ninety (90)
calendar days, consecutive, or in the aggregate,
• Material changes in the conditions under which this Agreement was entered into, the
scope of services or the nature of the project, and the failure of the parties to reach
agreement on the compensation and schedule adjustments necessitated by such changes.
In the event of termination that is not the fault of Cesare, the Client shall pay Cesare, in addition to
payment for services rendered and reimbursable costs incurred, for all expenses reasonably incurred
by Cesare in connection with the orderly termination of this Agreement, including but not limited to
demobilization, reassignment of personnel, associated overhead costs, and all other expenses directly
resulting from the termination.
ASSIGNMENT AN®TRANSFER
Neither party may assign and/or transfer, directly or indirectly, all or part of its rights or obligations
under this Agreement without the prior written consent of the other party.
Nothing contained in this Agreement shall create a contractual relationship with or a cause of action
in favor of a third party against either the Client or Cesare. Cesare's professional services under this
Agreement are being performed solely for the Client's benefit, and no other entity shall have any
claim against Cesare because of this Agreement or the performance or nonperformance of services
hereunder.
NON -SOLICITATION OF EMPLOYEES
Parties to this Agreement shall not either directly or indirectly solicit or hire the other party's
employees during the term of this Agreement.
The term ��hazardous materials" means any toxic substances, chemicals, radioactivity, pollutants, or
other materials, in whatever form or state, known or suspected to impair the environment or human
health in any way whatsoever, including but not limited to those substances defined, designated, or
listed in any federal, state, or local law, regulation, or ordinance concerning hazardous wastes, toxic
substances, or pollution.
Client agrees to notify Cesare about any known or suspected environmental conditions or hazardous
materials that could impact the proposed scope of services. Cesare agrees to notify the Client if
Cesare encounters any known or suspected hazardous materials. Should any known or suspected
hazardous materials be discovered in the course of the performance of the services under this
Agreement, such discovery shall constitute a changed condition. Cesare's scope of services and fee
schedule will require amendment prior to proceeding or the Agreement may be terminated. Should
the discovery of any known or suspected hazardous material require Cesare to take immediate
measures to protect health and safety, Client agrees to compensate Cesare for all costs incidental to
F200610 Firestone Reservoir No 1 Proposal 07.07.20 7
CESARE, INC.
taking such measures and for any equipment or replacement required. Client agrees to make any
disclosure required by law to appropriate governmental agencies. Furthermore, Client agrees to
defend, indemnify, and hold Cesare harmless from any and all liability arising from discovery by
anyone of any known or suspected hazardous materials.
SEVERABILITY
Any provision of this Agreement later held to be unenforceable, void, or voidable, in litigation
proceedings, shall be stricken and all remaining provisions shall continue in full force and effect.
APPLICABLE LAW
The law of the State of Colorado shall govern the validity of this Agreement, including its
interpretation and performance.
This document shall be the entire Agreement and shall supersede any other Agreement between
Client and Cesare relating to the subject matter thereof. In case of a conflict or inconsistency between
this Agreement and any other contract documents, this Agreement shall control. Notwithstanding
any other provision in this Agreement, in the event Cesare begins performance of the activities
addressed by this Agreement, this Agreement shall be deemed to be in effect and enforceable,
regardless of whether either party has signed this Agreement.
F200610 Firestone Reservoir No 1 Proposal 07.07.20 8
CESARE, INC.
Please sign and return this Proposal Agreement to this office. By affixing your signature to this
Proposal Agreement, you attest that you have lawful authority to represent and act on behalf of the
Client entity. Thank you for considering Cesare for these services.
Sincerely,
CESAR/E, INC.
S � n
.C. Vaug , P..
Senior Principal
KCV/jkw
Agreed to this
Signature
Printed name
Title
Representing
Legal property description
Invoicing email address
F200610 Firestone Reservoir No 1 Proposal 07.07.20 9
Terra Insurance Company TERRA
(A Risk Retention Group)
Two Fifer Avenue, Suite 100 INSURANCE COMPANY
Corte Madera, CA 94925
DATE 1/O1/21 CERTIFICATE OF INSURANCE
O
CERTIFICATE HOLDER
Town of Firestone
151 Grant Avenue
P.O. Box 100
Firestone, CO 80520
This cep tries iiidi file "daiiiis eiiade" insurance policy (described below by policy r�utiibei} wri�ten on for�iis in
use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as
a matter of information only, and confers no rights upon the certificate holder. This certificate does not alter,
amend or extend the coverage afforded by this policy.
The policy of insurance listed below has been issued to the insured named above for the policy period
indicated. Notwithstanding any requirement, term or condition of any contract or other document with
respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described
herein is subject to all the terms, exclusions and conditions of such policy. Aggregate limits shown may have
been reduced by paid claims.
TYPE OF INSURANCE Professional Liability
POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE
221215 01/01/21 12/31/21
LIMITS OF LIABILITY $1,000,000 EACH CLAIM
$2,000,000 ANNUAL AGGREGATE
PROJECT DESCRIPTION
Firestone Reservoir No. 1 Supply and Delivery Infrastructure Geotechnical Engineering (W2020-9534)
CANCELLATION: If the described policy is cancelled by the Company before its expiration date,
the Company will mail written notice to the certificate holder thirty (30) days in advance, or ten
(10) days in advance for non-payment of premium. If the described policy is cancelled by the
insured before its expiration date, the Company will mail written notice to the certificate holder
within thirty (30) days of the notice to the Company from the insured.
NAME AND ADDRESS OF INSURED
Cesare, Inc.
7108 South Alton Way, Building B
Centennial, CO 80112
ISSUING COMPANY:
TERRA INSURANCE COMPANY
(A Risk Retention Group)
President