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HomeMy WebLinkAboutresolution.council.077-24RESOLUTION 4077 (Series of 2024) AND STUTSMAN-GERBAZ EARTHMOVING AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for construction of the Park Avenue prof ect, between the City of Aspen and Stutsman- Gerbaz Earthmoving, a true and accurate copy of which is attached hereto as Exhibit "A", NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for $1,544,708.06 between the City of Aspen and Stutsman-Gerbaz Earthmoving a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 23rd day of July 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate c uratopy of that reson a lutiodopted by the City Council of the City of Aspen, Colorado, at a meetingrd held July 23, 2024. Nicole Henning, City clerk Docusign Envelope ID: 59EB6130-DC6B-41 D3-8HF-43A3848E69B5 1A Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AGREEMENT made as of the 13th day of August in the year 2024 In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, and other information) City of Aspen 427 Rio Grande Place Aspen, CO 81611 and the Contractor: (Name, legal status, address, and other information) Stutsman-Gerbaz, Inc. 30376 Highway 82 Snowmass, CO 81654 for the following Project: (Name, location, and detailed description) City of Aspen- Park Avenue Improvement Project Project 2024-051 The Owner's Representative: (Name, legal status, address, and other infof°motion) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 The Engineer: (Name, legal status, addf•ess, and othef• information) City of Aspen 427 Rio Grande Place Aspen, CO 81611 The Owner and Contractor agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A232TM" 2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; B132T"^-2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132TM2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232TM" 2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 ET on 07/15/2024 under Order No.4104244733 which expires on OS/21/2024, is not for resale, is licensed for one-time use only, and may only be used in Q / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) 1 Docusign Envelope ID: 59EB6130-DC6B41 D3-8HF-43A3848E69H TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the folloiving boxes.) [ ] The date of this Agreement. [ X ] A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion %J the Work of all %J the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project.) Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:'s6:04 D5 Ton 07/15l2024 under Order Kin .4104244733 which expires on 08If) 1/2024, is not for resale, is licensed for one-time use only, and may only be used in i1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC61341 DMHF-43A3848E69135 A date set forth in a notice to proceed issued by the Owner § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information.) [ ] Not later than ( )calendar days from the date of commencement of the Work. [ X ] By the following date: October 31, 2025 § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current fonds for the Contractor's performance of the Contract. The Contract Sum shall be one of the following. (Check the appropriate box.) [ X ] Stipulated Sum, in accordance with Section 4.2 below [ ] Cost of the Work plus the Contractor's Fee, in accordance with Section 4.3 below [ ] Cost of the Work plus the Contractor's Fee with a Guaranteed Maximum Price, in accordance with Section 4.4 below (Based on the selection above, complete Section 4.2, 4.3 or 4.4 below.) § 4.2 Stipulated Sum § 4.2.1 The Contract Sum shall be One million five hundred forty-four thousand seven hundred eight and 06/100 dollars ($ 15544,708.06 ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Item Price § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Inset t below each alternate and the conditions that must be met for the Oivnef to accept the alternate.) Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 19921 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 O3 ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in Q� � accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) 3 Docusign Envelope ID: 59EB6130-DC61341 DMHF-43A3848E69135 Item Price § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price 36- Water Line Relocation Allowance $1005000000 37-Snowmelt Removal and Reinstallation $201000400 Allowance 3&Rock Allowance $305000400 39- Micropile system construction $150,000.00 Allowance 40- Landscape Impacts Allowance $105000400 Conditions for Acceptance § 4.2.4 Unit prices, if any: (Identify the item and state the unit price, and quantity limitations, if any, to i4�hich the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.3 Cost of the Work Plus Contractor's Fee without a Guaranteed Maximum Price- NOT APPLICABLE § 4.3.1 The Cost of the Work is as defined in Exhibit B, Determination of the Cost of the Work. § 4.3.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or otheJ• provision for determining the Contractor s Fee.) § 4.3.3 The method of adjustment of the Contractor's Fee for changes in the Work: § 4.3.4 Limitations, if any, on a Subcontt•actor's overhead and profit for increases in the cost of its portion of the Work: § 4.3.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rental rate paid at the place of the Project. § 4.3.6 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the zmit price will be applicable,) Item Units and Limitations Price per Unit ($0.00) § 4.3.7 The Contractor shall prepare and submit to the Owner's Representative, within 14 days of executing this Agreement, a written Control Estimate for the Owner's review and approval. The Control Estimate shall include the items in Section B.1 of Exhibit B, Determination of the Cost of the Work. § 4.4 Cost of the Work Plus Contractor's Fee with a Guaranteed Maximum Price- NOT APPLICABLE § 4.4.1 The Cost of the Work is as defined in Exhibit B, Determination of the Cost of the Work. § 4.4.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in (( accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1364359001) I.I Docusign Envelope ID: 59EB6130-DC613-41 D3-8E61`-43A3848E69135 § 4.4.3 The method of adjustment of Lite Contractor's Fee for changes in the Work: § 4.4.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: § 4.4.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rental rate paid at the place of the Project. § 4.4.6 Unit Prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.4.7 Guaranteed Maximum Price § 4.4.7.1 The Contract Sum is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.. The Guaranteed Maximum Price will be determined of a later date. If agreed upon by the Owner and Contractor, the AIA A132-2019-Exhibit B-Determination of the Cost of Work will be executed. § 4.4.7.2 Alternates § 4.4.7.2.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price § 4.4.7.2.2 Subject to the conditions ..noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Oivner to accept the alternate.) Item Price Conditions for Acceptance § 4.4.7.3 Allowances, if any, included in the Guaranteed Maximum Price: (Ident� each allowance.) Item Price § 4.4.7.4 Assumptions, if any, upon which the Guaranteed Maximum Price is based: (Ident� each assumption.) § 4.4.8 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of os Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 Q� ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the NA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) 5 Docusign Envelope ID: 59EB6130-DC6B41 D3-8E6F-43A3848E69B5 § 4.4.9 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions contained in Section 4.4.7.4. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Engineer of any inconsistencies between the agreed -upon assumptions contained in Section 4.4.7.4 and the revised Contract Documents. § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance tivith Section 3.4.) NOT APPLICABLE § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) NOT APPLICABLE ARTICLE 5 PAYMENTS § 5.1 Progress Payments- NOT APPLICABLE § 5.1.1 Based upon Applications for Payment submitted to the Owner's Representative by the Contractor, and Certificates for Payment issued by the Owner's Representative and Engineer, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows. § 5.1.3 Provided that an Application for Payment is received by the Owner's Representative not later than the day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the day of the month. If an Application for Payment is received by the Owner's Representative after the application date fixed above, payment of the amount certified shall be made by the Owner not later than ( ) days after the Owner's Representative receives the Application for Payment. (Federal, state or local laws may require payment lvithin a certain period of time.) § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Owner's Representative and Engineer may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232Tm-2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Owner's Representative and Engineer determines, in the Owner's Representative and Engineer's professional judgment, to be reasonably justified. The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of 05 Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 Q� Ton 07/15/2024 under Order Kin .Ain 4244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC6B-41 D3-8E6F-43A3848E69B5 .2 The amount, if any, for Work that remains uncorrected and for which the Owner's Representative and Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A23 2-2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Owner's Representative and Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 Progress Payments Where the Contract Sum is Based on the Cost of the Work without a Guaranteed Maximum Price- NOT APPLICABLE § 5.1.5.1 With each Application for Payment, the Contractor shall submit the cost control information required in Exhibit B, Determination of the Cost of the Work, along with payrolls, petty cash accounts, receipted invoices, or invoices with check vouchers attached, and any other evidence required by the Owner, Owner's Representative or Engineer to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor, plus payrolls for the period covered by the present Application for Payment, less that portion of the payments attributable to the Contractor's Fee. § 5.1.5.2 Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual payment prior to the next Application for Payment. § 5.1.5.3 In accordance with AIA Document A232-2019 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows. § 5.1.5.3.1 The amount of each progress payment shall first include: .1 The Cost of the Work as described in Exhibit B, Determination of the Cost of the Work; .2 That portion of Construction Change Directives that the Engineer determines, in the Engineer's professional judgment, to be reasonably justified; and .3 The Contractor's Fee computed upon the Cost of the Work described in the preceding Section 5.1.5.3.1.1 at the rate stated in Section 4.3.2; or if the Contractor's Fee is stated as a fixed sum in Section 4.3.2 an amount which bears the same ratio to that fixed -sum Fee as the Cost of the Work included in Section 5.1.5.3.1.1 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 5.1.5.3.2 The amount of each progress payment shall then be reduced by. .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay, .4 For Work performed or defects discovered since the last payment application, any amount for which the Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.5.1 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 5.1.7. § 5.1.5.4 The Owner, Owner's Representative and Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.5.5 In taking action on the Contractor's Applications for Payment, the Owner's Representative and Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the Owner's Representative and Engineer have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Article 5 or other supporting data; (2) Init. AIA Document A132 — 2019. Copyright © 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 7 ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in Q accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC68-41 DMHF-43A3848E69B5 that the Owner's Representative and Engineer have made exhaustive or continuous on -site inspections; or (3) that the Owner's Representative and Engineer have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.5.6 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.5.7 If final completion of the Work is materially delayed through no fault of the Contractor, then the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A232-2019. § 5.1.6 Progress Payments Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price- NOT APPLICABLE § 5.1.6.1 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner, Owner's Representative or Engineer to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. § 5.1.6.2 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Contractor's Fee. § 5.1.6.2.1 The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Owner's Representative and Engineer may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. allocation of the Guaranteed Maximum Price under this Section 5.1.6.2 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 5.1.6.2.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the Engineer and Owner's Representative. § 5.1.6.3 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 5.1.6.4 In accordance with AIA Document A232-2019, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.6.4.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Engineer determines, in the Engineer's professional judgment, to be reasonably justified; and .4 The Contractor's Fee, computed upon the Cost of the Work described in the preceding Sections 5.1.6.4.1 A and 5.1.6.4.1.2 at the rate stated in Section 4.4.2 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of os Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 $ !7� ET on 07/15l2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in � accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC6B-41 D3-8E6F-43A3848E69B5 Sections 5.1.6.4.1.1 and 5.1.6.4.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 5.1.6.4.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.6.1 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 5.1.7. § 5.1.6.5 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.6.6 In taking action on the Contractor's Applications for Payment, the Owner's Representative and Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and such action shall not be deemed to be a representation that (1) the Owner's Representative or Engineer have made a detailed examination, audit, or arithmetic verification of the documentation submitted in accordance with Section 5.1.6.1 or other supporting data; (2) that the Owner's Representative or Engineer have made exhaustive or continuous on -site inspections; or (3) that the Owner's Representative or Engineer have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.6.7 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.6.8 If final completion of the Work is materially delayed through no fault of the Contractor, then the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A232-2019. § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) Five percent (5%) § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) Insurance, performance bonds, payment bonds and 2 year warranty bonds Reduction or limitation of retainage, if any, shall be as follows: (If the :retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Conh•act is substantially complete, including modifications for completion of pof it of the Work as provided in Section 3. 4. 2, insert provisions for such modifications.) NOT APPLICABLE Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in (( accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC6B-41 D3-8E6F-43A3848E69B5 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submitted when the Work of this Contract is substantially complete shall not include retainage as follows: (Insert any other conditions for release of retainage when the work of this Contract is substantially complete, or upon Substantial Completion of the Mork of all Contractors on the Project or portions thereof.) § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A232-2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Owner's Representative and the Engineer. § 5.2.1.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment, or as follows. § 5.2.2 Final Payment Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price- NOT APPLICABLE § 5.2.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A232-2019, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work, pursuant to Exhibit B, Determination of the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment or Project Certificate for Payment has been issued by the Engineer in accordance with Exhibit B, Determination of the Cost of the Work. § 5.2.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment, or as follows: § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) OR ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Owner's Representative will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232-2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Engineer.) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 Init. AIA Document A132 — 2019. Copyright 01975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 1 O ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in Q accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC6B-41 D3-8E6F-43A3848E6985 Phone: 970-625-5350 Email: phil@pvcmi.com § 6.2 (Paragraphs deleted) Binding Dispute Resolution -Refer to AIA Document A232-2019 Article 15- Claims and Disputes (Paragraphs deleted) ARTICLE 7 TERMINATION OR SUSPENSION- Refer to AIA Document A2324019 Article 14- Termination or Suspension of the Contract ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232-2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner's Project Manager: (Name, address, email address, and other information) Carly McGowan, P.E. Senior Project Manager -City of Aspen- T § 8.3 The Contractor's representative: (Name, address, email address, and other information) Shay Stutsman President- Stutsman-Gerbaz, Inc. 30376 State Highway 82 Snowmass, CO 81654 Email: shay.s@sgearthmoving.co Phone: (970) 379-0040 § 8.4 Neither the Owner's Project Manager nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A132TM--2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132TM--2019, Exhibit A, and elsewhere in the Contract Documents. (Paragraphs deleted) § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor's Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Engineer and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of os Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 Q� ET on 07/15/2024 under Order No.4104244733 which expires on OS/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) 11 Docusign Envelope ID: 59EB6130-DC6B-41 DMHF-43A3848E69135 NOT APPLICABLE ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document A132Tm2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition .2 AIA Document Al32Tm-2019, Exhibit A, Insurance and Bonds Exhibit .3 Exhibit B- AIA Document A232Tm-2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 Exhibit C- City of Aspen Invitation to Bid- 2024=051- Park Avenue Improvement Project .5 Exhibit D. Addenda #1 through 6. .6 Exhibit E- Stutsman-Gerbaz, Inc. Bid Proposal dated April 25, 2024 .7 Drawings Number A.Civil Drawings- Sheets C1105 C1115 C2005 C2015 C2035 C3005 C400 & C401. Title Date C 100, Park Ave & Midland Ave Undated - B.Landscape Drawings- Sheets .8 Specifications Section A.Multiple B.Trench Drain .9 Addenda, if any: Number 1 2 3 4 5 6 Park Avenue Landscape drawings prepared by Brandi Rice- CO Licensed Landscape Architect Title Special Conditions -Pa 8" Trench Drain Date 4/ 19/24 4/25/24 5/10/24 5/14/24 5/24/24 6/5/24 Issue 2/29/24- Issue Date Undated - Issued Invitation Un Pages 1 1 7 1 1 1 with to with to Pages 115 1 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019, All rights reserved. "The American Institute of Architects," "American Institute of 05 Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 Q� ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1364359001) 12 Docusign Envelope ID: 59EI36130-DC6B41 D3-8E61`43A3848E69B5 .10 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [ ] AIA Document A132T"�20195 Exhibit B, Determination of the Cost of the Work [ ] AIA Document E235TM-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: (Insert the date of the E235-2019 incorporated into this Agreement) The Sustainability Plan: Title Date [ ] Supplementary and other Conditions of the Contract: Document Title A. Special Conditions The City of Aspen Special Conditions for Park Avenue Improvements Project No. 2024-051 Pages Date Undated -Issue d with Invitation to Bid City of Aspen General B. General Conditions Conditions for Undated -Issue 45 Note: These General Construction Contracts d with Conditions take precedence (Version GC-97-2) Invitation to over the A232 General Bid Conditions. .9 Other documents, if any, listed below. (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232-2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) ARTICLE 10 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: §12.1 Tax -Exemption. All purchases of supplies, construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner's State of Colorado tax identification number is 98-04557. The Owner's Federal Tax Identification Number is 84-6000563. §12.2 :Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Contractor shall be, and shall perform as, an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of the Contractor. None of the benefits provided by Owner to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from Owner to the employees, agents or servants of Contractor. Contractor shall be solely and entirely responsible for its Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of og Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 11� ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) I�j Docusign Envelope ID: 59EB6130-DC61341 D3-8E6F43A3848E69B5 acts and for the acts of Contractor's agents, employees, servants and consultants during the performance of this contract. Contractor shall indemnify Owner against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Contractor and/or Contractor's employees engaged in performance of the services agreed to herein. §12.3 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: Owner: City Manager City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 With a copy to: James R. True, Esq. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 Contractor: Shay Stutsman- President Stutsman-Gerbaz, Inc 30376 Highway 82 Snowmass, CO 81654 Non -Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Contractor agrees to meet all of the requirements of Owner's municipal code, Section 13-98, pertaining to non-discrimination in employment. § 12.5 Waiver. The waiver by the Owner• of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the Owner. Forbearance or indulgence by the Owner in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Contractor to which the same may apply and, until complete performance by Contractor of said term, covenant or condition, the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. §12.6 Execution of Agreement by Owner. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner's municipal code, by the Mayor of the City of Aspen, or a duly authorized official in his absence, following approval of City Council. § 12.7 It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. § 12.8 If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. § 12.9 No construction is permitted on Sundays, during the Food and Wine Festival in June (Friday through Sunday), Memorial Day weekend, 4th of July day and/or weekend if it falls on a Friday or Monday, Labor Day weekend, Thanksgiving day, and Christmas week (12/25-1/1). These dates are subject to change and construction must comply with current dates stipulated under the current Construction Management Plan criteria — as amended by the City of Aspen Engineering Dept. Init. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019, All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 14 �0S ET on 07/15/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in !Z� accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1364359001) Docusign Envelope ID: 59EB6130-DC6B-41 D3-8E6F-43A3848E69B5 § 12.10 Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. is entered into as of the day and year first OWNER (Signature) Sara G. Ott City Manager (Printed name and title) ='D'ocu'Siyned by: Qd au A FNfitr i Shay Stutsman President or Adam Fortier (Printed name and title) chief Financial officer 7/15/2024 I 11:07:32 AM r Itllt. AIA Document A132 — 2019. Copyright ©1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of os Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:36:04 <1� ET on 07/15/2024 under Order No.4104244733 which expires on OS/21/2024, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacomracts.com. User Notes: (1364359001) 15