Environmental Consulting Services Contract- Landfill.pdf

ENVIRONMENTAL CONSULTING SERVICES CONTRACT

This Environmental Consulting Services Contract is made and entered into as of __________, 2024 and is by and between the County of Chaffee, State of Colorado, acting by and through the

Board of Commissioners of Chaffee County, Colorado (“County”) and

______________________, a Colorado corporation located at _______________________.

(“Consultant”).

1. Scope of Services. Consultant is retained by the County as an expert in engineering, operations, and environmental compliance needs associated with landfills, including the construction and operation of a material recovery facility and transfer station (collectively, “Facilities”).

a. Ongoing Services. Services will be ongoing and based upon federal and state regulations that apply to the Facilities. The scope of services is set forth in Exhibit A, attached and incorporated by reference.

b. Reports. Consultant shall provide County with all information requested by it for the purpose of submitting legally required reports, forms or permits to state or federal agencies including, without limitation, the Environmental Protection Agency and the

Colorado Department of Public Health and Environment.

c. Non-Exclusivity. County may, at its discretion, contract with other entities for services similar to those performed by the Consultant. Consultant is not expected to work exclusively for County.

d. Statements and Information in Proposal. Consultant’s Proposal and supplementary information submitted to County in order to be awarded this Contract do not contain any untrue statement of a material fact nor omit any material facts relevant to the ability of the Consultant to perform the services hereunder.

e. Subcontractors/Subconsultants. Consultant may hire, at its expense, independent contractors to perform services upon prior written approval of the County. Any change in staffing, including staffing of independent contractors, shall not give rise to increased fees to the County.

2. Compensation. Consultant’s Fee Schedule shall be utilized, and total fee shall not exceed

$______________, as set forth in Exhibit B, attached and incorporated by reference. Any payments in excess of this amount shall require the express written approval of the County by amendment to this Contract. County shall pay fees within 30 days of receipt of an itemized invoice supported by reasonable and customary documentation and subject to the approval of the County

Administrator or his or her designee (hereafter, County Administrator).

3. Warranty. Consultant represents and warrants that:

a. Services shall be performed in compliance with all applicable laws;

b. Consultant has obtained all authorizations and permits necessary or required by law in connection with the services provided pursuant to this Contract.

c. Consultant and its independent contractors, if any, have the requisite expertise and sufficient staff to perform the services in a timely and professional manner.

d. Services shall be performed in accordance with the standards of professional care, skill, training, diligence, and judgment provided by highly competent professionals performing services of a similar nature to those described in this Contract.

4. Independent Contractor. Consultant is an independent contractor and is responsible for all taxes (including employment taxes) and insurance applicable under existing laws with respect to the fees paid under this Contract. Neither Consultant, nor its subconsultants, employees or agents shall have authority to bind the County in any contract or agreement.

Neither Consultant, nor its subconsultants, employees or agents will have any claim or right to participate in any retirement, bonus, welfare, or benefit plans of the County. Consultant acknowledges that neither it, nor its subconsultants, employees or agents are entitled to unemployment insurance benefits or workers’ compensation benefits from Chaffee

County. Consultant shall indemnify the County for any such third-party claims.

5. Liability for Damages. Consultant shall be liable and responsible for all damages to persons or property caused by or arising out of the actions, obligations, or omissions of Consultant, its employees, agents, representatives, or any other persons acting under Consultant's direction or control in performing or failing to perform the services under this Contract.

6. Indemnification. Consultant will defend, indemnify and hold harmless County, its elected and appointed officials, employees, agents and representatives (the "indemnified parties"), from any and all liability, claims, demands, actions, damages, losses, judgments, costs or expenses, including but not limited to attorneys’ fees, which may be made or brought or which may result against any of the indemnified parties as a result of or on account of the negligent or willful acts or omissions of Consultant, its employees, contractors or other persons acting under Consultant’s direction or control.

7. No Waiver of Governmental Immunity. Nothing in this Contract shall be construed in any way to be a waiver of County's immunity protection under the Colorado Governmental

Immunity Act, C.R.S. § 24-10-101, et seq., as amended and as may be amended from time to time. As a political entity and subdivision of the State of Colorado, Chaffee County is not authorized to indemnify any party, public or private, from the claims, demands, or damages of third parties. This section shall survive the termination of this Contract.

8. Insurance. Consultant and its subconsultants shall not commence work under this

Contract until Consultant has obtained all insurance required under this section and the insurance has been approved by the County Administrator. Insurance shall be obtained through companies licensed to do business in Colorado with a rate of “AV” or better and such insurance shall be evidenced by Certificate(s) of Insurance provided annually to County. County shall be named as additional insured on all insurance policies required under this Contract. Certificates of Insurance evidencing coverage shall be provided annually, and policies shall a provision or endorsement that they may not be canceled, terminated, changed, or modified without thirty (30) days’ written notice to the County.

Certificates shall be forwarded to:

Dan Short, Finance Department

Chaffee County

P.O. Box 699

Salida, CO 81201

The following insurance shall be required:

Commercial General Liability in an amount no less than $1,000,000.00 per person and $3,000,000.00 per occurrence.

b. Automobile Liability. Minimum limits of $1,000,000.00 per occurrence.

Coverage must include:

.All vehicles owned, non-owned, and hired to be used on the Contract;

.Medical Payments.

c. Employer’s Liability, Workers’ Compensation and Unemployment

Insurance. Consultant shall secure and maintain employer’s liability, Workers’

Compensation Insurance and Unemployment Insurance that will protect it against all claims resulting from injuries to and death of employees, if any, engaged in providing services under the Contract.

d. Professional Liability Insurance. Consultant shall maintain professional liability insurance in the amount of $1,000,000 per occurrence, $3,000,000 in the aggregate.

9. Ownership. All original plans, specifications, reports, documentation, and other informational materials made or discovered by Consultant in the performance of this Contract shall constitute “work for hire” under the copyright laws of the United States and shall become the sole and exclusive property of the County upon payment. To the extent such items are not works for hire under applicable laws, Consultant hereby irrevocably assigns them, and all intangible proprietary rights relating thereto, to the County in their entirety and agrees to execute all documents necessary or desired to reflect the County’s ownership.

10. Prohibition Against Discrimination. Consultant, its employees, independent consultants or subconsultants of any tier, shall not discriminate against, harass or intimidate anyone involved in or related to the services performed under this Contract on the basis because of race, creed, color, religion, sex, sexual orientation, age, national origin, ancestry, marital status, disability or status as a veteran. as required by federal and state law. Any action or inaction in violation of this section shall constitute grounds for immediate termination of the Contract without any liability to the County. Consultant shall notify each subconsultant of Consultant's obligations under this

Contract, and of all pertinent regulations relative to nondiscrimination and unfair employment practices and ensure that any subconsultant retained by it to perform services complies with this provision.

11. Prohibition on Acceptance of Gifts. Chaffee County is committed to compliance with the letter and spirit of Colorado Constitution Article XXIX on Ethics in Government. As such:

a. Chaffee County employees cannot accept or receive (on their behalf or on behalf of their spouse, child, or related business entities) any money, forbearance, or forgiveness of indebtedness from any person, without such employee receiving lawful consideration of equal or greater value in return. This includes any gifts, loans, rewards, promises or negotiations of future employment, favors or services, honoraria, travel, entertainment, or special discounts more than

$75.00.

b. Exceptions to the gift ban are: unsolicited tokens or awards of appreciation in the form of a plaque, trophy, desk item, wall memento, or similar item; unsolicited informational material, publications, or subscriptions related to the County employee’s performance of official duties;

Admission to, and the cost of food or beverages consumed at, a reception, meal or meeting before whom the County recipient appears to speak or to answer questions as part of a scheduled program; or reasonable expenses paid by a nonprofit organization or other state or local government for attendance at a convention, fact-finding mission or trip, or other meeting if the recipient is scheduled to deliver a speech, make a presentation, participate on a panel, or represent the state or local government, provided that the non-profit organization receives less than five percent (5%) of its funding from for-profit organizations or entities.

c. Consultant and its independent contractors shall not make any gift in violation of this ban and doing so shall constitute grounds for immediate termination of the Contract without any liability to the County. Any solicitation of gifts by County employees must be reported to the

County Attorney’s office immediately.

12 Term, Termination and Related Remedies.

a. Term. This Contract is effective as of the above date and will continue through

______________, 20__. This Contract shall renew annually for an additional twelve (12) months under the same terms unless terminated by either party as set forth below.

b. Termination. Either party may terminate this Contract for convenience by providing thirty days written notice of termination. County shall pay Consultant for services performed satisfactorily to the date of notice. County is not responsible for any further payment to Consultant.

County may also terminate this Contract for cause in the event of a breach of this Agreement by

Consultant. A written notice of default, with a ten day opportunity to cure, shall be provided to

Consultant. County shall be entitled to any remedies available to it in the event of breach by the

Consultant.

c. Return of Documentation. Upon termination of this Contract for any reason, all documents, information, reports, work product or other information in Consultant or its subcontractors possession or documents, information, reports, work product or other information provided to or for regulatory agencies and work regarding the County and its Facilities shall be returned to the

County within thirty days of termination in a readable and editable format. Such information shall not be used by the Consultant for any other purpose.

d. Remedies. Upon termination, County's sole liability to Consultant shall be to pay compensation with respect to the services that have been completed. If County terminates this

Contract because Consultant has materially breached this Contract, County shall have all rights and remedies available at law or equity.

13. Constitutional Requirements. The other provisions of this Contract notwithstanding, financial obligations of County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. County is prohibited by law from making financial commitments beyond the term of its current fiscal year. County has contracted for goods and/or services under this Contract and has reason to believe that sufficient funds will be available for the full term of the Contract. Where, however, for reasons beyond the control of County as the funding entity, funds are not allocated for any fiscal period beyond the one in which this Contract is entered into, County shall have the right to terminate this Contract by providing seven days’ written notice to Consultant and will be released from any and all obligations hereunder. If County terminates the Contract for this reason, County and Consultant shall be released from all obligations to perform the services and make payments, except that

County shall be required to make payment for services that have been performed by Consultant prior to the effective date of termination under this provision; and, conversely, Consultant shall be required to complete any services for which County has made payment prior to providing written notice to Consultant of the termination.

14. Colorado Open Records Act. All information provided under this Contract may be subject to public disclosure under the Colorado Open Records Act (“CORA”) or the Colorado Criminal

Justice Act (“CCJRA”) unless a statutory exemption to disclosure applies. Consultant is not authorized to disclose confidential information regarding the Facilities’ security or conditions without prior written notice to the County or except as otherwise required by law.

15. Controlling Law and Jurisdiction. The interpretation and performance of this Contract shall be construed under the laws of Colorado, without regard to choice of law principles. In the event of litigation, jurisdiction and venue shall be in the Chaffee County District Court.

16. Tax Exemption. Consultant acknowledges and understands that all materials, products and supplies used or consumed for the services are exempt from state and local sales and use taxes and that such sales and use taxes shall not be included in any invoice for payment. Consultant further acknowledges receipt of the County’s tax-exempt number for itself, and all independent contractors associated with the services provided under this Contract.

17. Examination of Records. 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 Consultant, involving all matters and/or transactions related to this Contract or the services provided. Consultant shall maintain these documents for seven years from the date of the last payment received.

18. No Waiver of Breach. County’s failure to insist upon strict compliance with the provisions of this Contract will not be construed in any way as a waiver of any of County’s rights or privileges.

All remedies afforded in this Contract shall be cumulative, that is, in addition to every other remedy provided in this Contract or in law or equity.

19. Severability. If a tribunal of competent jurisdiction determines that any provision of this

Contract is void, illegal, or unenforceable, the other provisions will remain in full force and effect. Any provision determined to be void, illegal, or unenforceable will be limited so that this

Contract will remain in effect to the fullest extent permissible by law.

20. Amendment. Any change to this Contract must be made by a written amendment thereto signed by the parties.

21. Captions. The captions in this Contract are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Contract or any part thereof.

22. Attorney Fees. Notwithstanding any provision in any other document or proposal, each party shall be responsible for its own attorney fees and costs in connection with enforcing this

Contract.

23. No Order of Precedence/Interpretation. The parties intend to interpret the Contract and exhibits together and in the light most favorable to the County, without regard to the County’s status as drafter of the Contract. In the event this provision is unenforceable, the terms of the

Contract shall control.

24. Survival. All express representations, indemnifications or limitations of liability included in this Contract will survive its completion or termination for any reason.

25. Termination of Prior Agreements. This Contract cancels and terminates, as of its effective date, all prior agreements between the parties relating to the services provided by this Contract, whether written or oral or partly written and partly oral.

26. Third Party Beneficiary. The enforcement of the terms and conditions of this Contract and all rights of action relating to such enforcement are reserved solely to the County and Consultant, and nothing contained in this Contract shall give or allow any claim or right of action whatsoever by any other or third person. It is the express intent of the parties to this Contract that any person receiving services or benefits under this Contract shall be deemed an incidental beneficiary only.

27. Notices. All notices shall be in writing. Notices will be deemed to have been duly given if delivered personally or if mailed via certified mail (return receipt requested and postage prepaid) and confirmed by such certified mail receipt, given by facsimile or e-mail confirmed by receipt, or sent by courier confirmed by receipt, addressed to the party at the address set forth below or at such other address as either party may designate to the other in accordance with this

Section. Notices shall be deemed to be given on the date of receipt, except that if delivery is refused, notice shall be deemed given on the fifth day after it is sent.

28. Authority. Each person signing this Contract represents and warrants that s/he is fully authorized to enter into and execute this Contract, and to bind the party it represents to the terms and conditions.

29. Electronic Signature and Counterparts. This Contract may be executed by the parties electronically and in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed the same instrument.

30. Entire Agreement. This Contract and Exhibits to it represent the entire agreement between

County and Consultant with respect to the services described herein and supersede all previous negotiations, commitments, letters of intent and other writings.

Consultant:

By:__________________________

Name:_______________________

Title:_____________________________

Board of Commissioners of Chaffee

County:

By: ________________

Name: P.T. Wood

Title: Chair, Board of County

Commissioners

Exhibit A

Scope of Services

TBD

Exhibit B

TBD