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HomeMy WebLinkAboutresolution.council.016-25I:I Lie]•► Ra we (Series of 2025) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND HASKELL 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 the construction of water infrastructure, between the City of Aspen and Haskell 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 Construction of water infrastructure in Aspen between the City of Aspen and Haskey, 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 1 I' day of February 2025, Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, February 11', 2025. Nicole Henning, Citj�lerk Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1 .11 � 1Fog) I II Better Projects, Tagett�era Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement � Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Copyright ©2023 Water Collaborative Delivery Association. All rights reserved. WCDA NO. CMAR-105-2023 By using this WCDA template document, you agree to the terms outlined below: The Water Collaborative Delivery Association (WCDA) provides this template document for general educational purposes only. Because every project has unique characteristics and requirements, owners and other industry participants should obtain advice from an experienced CMAR professional on how the general principles and guidance contained in this publication apply to a particular project. This publication does not constitute and should not be considered to be legal advice. Parties seeking legal advice should consult with legal counsel familiar with their particular circumstances. You acknowledge that WCDA documents are protected by US and international copyright laws. Content used for any purpose must maintain unaltered copyright and other proprietary notices, including attribution to Water Collaborative Delivery Association as the source of the content. All copies you make of our content to distribute must carry the following notice: "Reproduced with permission. Copyright ©2023 Water Collaborative Delivery Association. All rights reserved." This WCDA template document cannot be sold or otherwise monetized by owners or other entities. This template can be reproduced and modified, where indicated, for procurement and education purposes only. This document was developed by WCDA with the support and review of our members via a pro Bono task force of dedicated subject matter experts, including Jessica Adams -Weber, PE (HDR), David Rieken, Jr., PE, DBIA, ENV SP (Sundt Construction), Catherine Lang, Esq. (HDR), Michael C. Loulakis, Esq., FDBIA (Capital Project Strategies, LLC), Peter W. Tunnicliffe, PE, DBIA, CIRM (CDM Smith), and Paul Franke, Esq. (Polsinelli). Water Collaborative Delivery Association PO Box 13333, 951 20th Street Denver, CO 80201 303-641-0550 info( a DWaterCollaborativeDelivery.orq A/ww.watercollaborativedeliverV.org Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement I I Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 CONTENTS ARTICLE 1 —Definitions................................................................................... 2 ARTICLE 2 —CMAR Responsibilities.............................................................. 8 ARTICLE 3 —Owner Responsibilities.............................................................. 9 ARTICLE 4 —Subcontracts and Labor Relations.........................................10 ARTICLE5 —Time...........................................................................................11 ARTICLE 6 —Compensation...........................................................................14 ARTICLE7 —Changes....................................................................................15 ARTICLE8 —Payment....................................................................................15 ARTICLE 9 —Liability......................................................................................15 ARTICLE 11 —Miscellaneous Provisions......................................................17 Exhibit A —General Conditions to Agreement ............................................... 23 Exhibit B—CMAR Phase I Preconstruction Scope of Services .................... 24 Exhibit C—Phase I Notice to Proceed............................................................25 Exhibit D—Phase I Early Works) Package(s)................................................ 26 Exhibit D.1—Phase I Early Works) Packages) Amendment Form .............27 Exhibit E—Phase II Construction Price Amendment .................................... 28 Exhibit F—Initial Schedule of Work................................................................ 29 Exhibit G—Project Technical Scheduling Requirements .............................. 30 Exhibit H—Preconstruction Phase Services Hourly Rate Schedule............31 Exhibit I —Project Technical Performance Requirements ............................. 32 Exhibit J—Project Insurance Requirements; Attachment 16 to Phase II Construction Price Amendment -Insurance and Bond Requirements....... 33 Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement III Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Aspen Water Treatment Facility Improvements Agreement Between Owner and Construction Manager at -Risk (CMAR) Agreement This Agreement is made this 11th day of February in the year 2025 (the "Contract Date"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by and between the OWNER City of Aspen 427 Rio Grande Place Aspen, CO, 81611 and the CONSTRUCTION MANAGER AT -RISK (CMAR): The Haskell Company 1667 Cole Blvd., Suite 250 Lakewood, CO, 80401 for services in connection with the following Project: PROJECT NO.: 2024-452 PROJECT NAME: 51757 WATER TREATMENT FACIL PROJECT LOCATION: ASPEN, COLORADO IMPROVEMENTS PROJECT SUMMARY: The Aspen Water Treatment Facility (WTF) serves a population of approximately 307000 customers and has not undergone significant upgrades since the East Plant was constructed in 1985. The City of Aspen (City or Owner) recently completed conceptual design for a wide range of upgrades at the WTF. These upgrades are generally geared towards improving automation, increasing filter run times, reducing turbidity breakthrough, and rehabilitating aging equipment, processes, and site conditions. Specific improvements include filter media and underdrain replacement, filter valve replacement, backwash pump replacement and associated electric and controls upgrades to support filtration upgrades. Specific improvements include new liquid bleach and fluoride building with new storage tanks and feed systems and associated operator safety eyewash and shower stations, secondary containment and electric and controls to support. In addition, new chemical building to include new potable water entry point instrumentation and flowmeters incorporated into the new building. Specific improvements include new residuals handling pond, existing pond upgrades, and permanent drying bed. Specific improvements include new filtered water piping, Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 1 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 chemical delivery point, and potable water piping near existing clearwell. Specific improvements include new pre-treatment building and facility with rapid mix system, coagulant and flocculent aide feed and storage systems, and three trains of flocculation, settling, and sludge removal equipment. New pre-treatment building to have raw water piping connections to existing raw water lines from reservoir and connect pipelines that feed settled water channels at both East and West filter plants. Specific improvements include stormwater, building drainage, and exterior paving improvements. PROJECT PHASING: Owner has not planned to fully fund the entire project scope design by the Engineer, Garver, but only portions of the work that the Owner can self -fund through rate payer revenues. See Exhibit F — Initial Schedule of Work for a preliminary construction schedule by process area based on Engineer's Opinion of Probable Construction Cost (EOPCC) and available Owner funding. Owner can fully self -fund first two work packages based on EOPCC. NOTE: Owner plans to work with CMAR and Engineer to understand pricing for the entire scope and then decide to deliver project as currently planned in separate Work packages, as separate Work packages with larger or smaller scope, or as one construction package. Notice to the Owner and/or CMAR (each individually a "Party" and collectively, the "Parties") shall be given at the above addresses. Accordingly, the Parties hereto hereby agree as follows. ARTICLE 'I Definitions 1.1 Definitions 1.1.1 "Agreement" means this Agreement between Owner and CMAR (where the Basis of Payment is the Cost of the Work plus CMAR's Fee with a Guaranteed Maximum Price or a Lump Sum, as modified by the Parties, and the exhibits and attachments made part of this Agreement upon its execution), as modified by subsequent Amendments. 1.1.2 "Allowance" is an estimated sum to be used as Owner directs for categories of Work that cannot be established at the time the GMP or Fixed Price are agreed upon. Owner can direct Work under Allowances only up to the established amount. Any work directed over the established Allowance amount is to be processed by Change Order to CMAR. 1.1.3 "Applicable Law" or "Applicable Laws" means, collectively, all applicable federal, state, and local laws, statutes, rules, regulations, tariffs, levies, embargoes, ordinances, codes, and binding administrative or judicial precedents or authorities, including the binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation, or administration thereof, and all applicable administrative orders, directed binding Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 2 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 duties, licenses, authorizations, and permits of, and binding agreements with, any Governmental Authority, in each case applicable to or affecting the Project or the Work of CMAR under this Agreement or the other Contract Documents. 1.1.4 "Assumptions" and "Clarifications" are material terms associated with CMAR's Guaranteed Maximum Price or Lump Sum upon which the Owner and CMAR agree and are more particularly described in Attachment 23 of the Phase II Construction Price Amendment. 1.1.5 "Bid Package" or "Bid Packages" means one or more design bid packages for specific scopes of the Work that are developed and generated by the Engineer for bidding and award pursuant to this Agreement. 1.1.6 The term "Business Day" means any day other than a Saturday, Sunday, or legal holiday on which national banks located in the state jurisdiction in which the Project is situated are not required or permitted to be open for business to the public. 1.1.7 A "Change Order" is a written order signed by the Owner and the CMAR after execution of this Agreement indicating any change to the Agreement including, among other things, changes in the Scope of the Work, the CMAR's Fee for Preconstruction Phase Services, the Phase II Construction Price and Date of Substantial Completion, or Date of Final Completion. 1.1.8 A "Change Order Proposal" is a proposal submitted by the CMAR or the Owner for a change in the Work as evidenced by a Change Order. 1.1.9 The "CMAR 1.1.10 The "CMAR Representative" is Jeremy McVey, Project Director. 1.1.11 "Construction Phase" or "Construction Phase Services" means the Work of the CMAR undertaken during Phase II pursuant to the Drawings and Specifications in accordance with Paragraph 2.2 of this Agreement and other applicable terms and provisions of this Agreement and the other Contract Documents. 1.1.12 "Construction General Conditions Costs" are an element of the Cost of Work that is included in the Construction Price as agreed to by the CMAR and the Owner and has the meaning set forth in Article 5 of the Phase II Construction Price Amendment. 1.1.13 "Contingencies," where applicable, has the meaning set forth in Paragraph 10.5 of the Phase II Construction Price Amendment. 1.1.14 The "Contract Documents" represents the entire and integrated agreement between the Parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. It consists of this Agreement, Copyright ©2023 Water Collaborative Delivery Association (CMAR Agreement 3 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 the General Conditions, the Phase II Construction Price Amendment, the Drawings, Specifications, addenda issued prior to execution of this Agreement, information furnished by the Owner under Paragraph 3.8 of the General Conditions, any supplemental or other conditions attached as an exhibit to this Agreement, performance Specifications attached as an exhibit to this Agreement, the CMAR's qualifications, Assumptions, and Clarifications mutually agreed upon by Owner and CMAR and identified in and attached to this Agreement and/or the Phase II Construction Price Amendment, the other documents listed in this Agreement, and any modifications issued after its execution, including, without limitation, Change Orders and Owner Change Directives. The Contract Documents do not include bidding instructions or sample forms not attached as exhibits to this Agreement. 1.1.15 The "Contract Time" is the overall time period allowed for performance of the Work. 1.1.16 "Cost of the Work," where applicable, has the meaning of the sum of all allowed direct and indirect costs necessarily and reasonably incurred and paid by MAR in the performance of the Work including those set forth in the Phase II Construction Price Amendment. 1.1.17 The term "Day" or "day" shall mean calendar day unless otherwise specifically defined. 1.1.18 "Defective Work" is any portion of the Work that does not conform to the Contract Documents, as more fully described in Paragraphs 2.4 and 2.5 of the General Conditions. 1.1.19 "Differing Site Conditions" means conditions at the Project site that are: (a) subsurface or other physical conditions materially different from those indicated in the Contract Documents, or (b) unusual or unknown physical conditions materially different from conditions ordinarily encountered and generally recognized as inherent in the Work or which differ from as -built drawings provided for in the Contract Documents. 1.1.20 "Drawings" means the documents prepared by Engineer or other consultants of Owner showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. 1.1.21 "Early Work(s) Package(s)" is procurement or construction work that may be performed during Phase I or Phase II that may benefit the Project. 1.1.22 "Engineer" means the licensed Engineer and its consultants, retained by Owner to perform design services for the Project. The Engineer for the Project is Garver. Copyright ©2023 Water Collaborative Delivery Association (CMAR Agreement tj. Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1.1.23 "Engineer Contract" means the engineering contract dated 25t1' of July 2024 between Owner and Engineer for the design and/or engineering of the Project or portions thereof. 1.1.24 "Fee" or "CMAR Fee" means, where a GMP has been selected by the Owner and CMAR as the basis for establishing a Phase II Construction Price for the Project or Bid Package, as applicable, the Fee to be charged by the CMAR, which shall either be (a) expressed as a percentage of the Cost of the Work, or (b) a fixed dollar amount based on the Cost of the Work, in each case agreed upon by the Owner and the CMAR at the time of execution of, and in accordance with, the Phase 11 Construction Price Amendment for the CMAR's performance of the Work. 1.1.25 "Field Order" means minor changes in the Work if the changes do not involve an adjustment in the Phase II Construction Price or the Contract Times and are compatible with the design of the completed Project as a functioning whole as indicated by the Contract Documents. 1.1.26 "Final Completion" occurs on the date when the CMAR's obligations under this Agreement are complete and accepted by the Owner and final payment becomes due and payable in accordance with Article 14 of the Phase II Construction Price Amendment and Paragraph 8.9 of the General Conditions. This date shall be confirmed by a Certificate of Final Completion signed by the Owner and the CMAR. 1.1.27 "Final Payment" has the meaning set forth in Article 14 of the Phase II Construction Price Amendment. 1.1.28 "Force Majeure," as defined in the General Conditions in Paragraph 58421.3. 1.1.29 The "General Conditions" to the Agreement is included as Exhibit A. 1.1.30 "GMP" or "Guaranteed Maximum Price" means, with regard to the Project as a whole or any Bid Package for construction of any portion of the Work where a GMP is selected by the Parties as the basis for the Phase II Construction Price, as may be further defined in the Phase II Construction Price Amendment for the Project, as applicable. The Guaranteed Maximum Price for the Work covered thereby, as established by a Phase II Construction Price Amendment executed by and between Owner and CMAR, is further defined as the Cost of Work plus Allowances and fee for such Work. Subject to Change Orders and other allowable adjustments made pursuant to this Agreement or the other Contract Documents, where the Phase II Construction Price for any Work is based on a GMP, the Phase II Construction Price for such Work shall not exceed the GMP for such Work plus any approved additions or deductions to the GMP. 1.1.31 "Governmental Authorities" means any federal, state, local, or other political subdivision thereof, any agency, authority, instrumentality, regulatory Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement] Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 body, court, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of government. 1.1.32 "Lump Sum" means a lump -sum contract price established for the Phase II Construction Phase Services in accordance with a Phase II Construction Price Amendment. 1.1.33 A "Material Supplier" is a person or entity retained by the CMAR or a Subcontractor to provide material or equipment for the Work. 1.1.34 "Others" means other contractors, Material Suppliers, and persons at the Worksite who are not employed by the CMAR or Subcontractors. 1.1.35 "Owner" is City of Aspen and includes the Owner's representative and any other Owner authorized person or entity. 1.1.36 "Owner's Approved Budget" means the sum of funds approved by City Council for the design, permitting, construction, commissioning, and close out of Project 51757 Water Treatment Facility Improvements. 1.1.37 "Owner Change Directive" means a directive issued by Owner to CMAR to undertake and perform a change in the Work prior to the time such Parties have reached agreement on the adjustment, if any, of the Phase II Construction Price or the Contract Time. 1.1.38 The Owner's authorized representative is Ryan Loebach (the "Owner's Representative"). Owner's authorized representative shall be an employee of the Owner and shall not be a third -party. 1.1.39 "Phase I" means the Preconstruction Phase. 1.1.40 "Phase II" means the Construction Phase Services performed by CMAR pursuant to this Agreement and the other Contract Documents. 1.1.41 "Phase II Construction Price" means the contract price established by the Parties for CMAR's performance of the Work during the Construction Phase in accordance with this Agreement and the other Contract Documents and as reflected in the Phase II Construction Price Amendment, as the same may be modified by any Change Orders increasing or reducing such contract price and may be either a Lump -Sum price or GMP. 1.1.42 "Phase II Construction Price Amendment" has the meaning given to it in Exhibit B, Paragraph 1.15. 1.1.43 "Phase II Construction Price Proposal" has the meaning given to it in Exhibit B, Paragraph 1.15.2. Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 6 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1.1.44 "Preconstruction Phase" or "Preconstruction Phase Services" means the Phase I Preconstruction Services performed by CMAR in connection with the Project and described in Paragraph 2.1 of this Agreement. 1.1.45 "Project" is the building, facility, or other improvements for which the CMAR is to perform Work under this Agreement. It may also include construction by the Owner or Others which is not part of the Work of this agreement. 1.1.46 "Risk Register" is the result of an assessment led by either the Owner or the CMAR, and agreed to by both parties, that identifies potential project risks and the likelihood of occurrence and allocates the responsibility for mitigation of each risk element. 1.1.47 "Schedule" is the critical path method (CPM) schedule prepared by the CMAR that specifies the dates on which the CMAR plans to begin and complete various parts of the Work, including all activities during Phase I Preconstruction and Phase II Construction. 1.1.48 "Schedule Update" means any update to the Schedule prepared and submitted by CMAR to Owner concurrently with CMAR's submission to Owner of a Phase II Construction Price Proposal, a Phase II Construction Price Amendment, or as otherwise required or permitted hereunder. 1.1.49 "Specifications" means the documents prepared by Owner, Engineer, or other consultant of Owner consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services. 1.1.50 A "Subcontractor" is a person or entity retained by the CMAR as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The Subcontractor obligations within this Agreement shall also apply to the CMAR for all self -perform trade work. 1.1.51 "Substantial Completion of the Work," or "Substantially Complete" or a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that the Owner may occupy or utilize the Work, or a designated portion, for the beneficial use for which it is intended. This date shall be confirmed by a certificate of Substantial Completion signed by the Engineer and CMAR with Owner's consent. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond the CMAR's control. In addition to and without limiting the generality of the foregoing requirements of this Paragraph 1.1.51, "Substantial Completion" of the Work or a portion of the Work shall not be deemed to have occurred unless and until the Project or a portion thereof is available for beneficial use and satisfies any other requirements set forth in the Phase II Construction Price Amendment. Copyright ©2023 Water Collaborative Delivery Association (CMAR Agreement 7 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1.1.52 A "Sub -subcontractor" is a person or entity who has an agreement with a Subcontractor to perform any portion of the Work. 1.1.53 "Work" means the construction and services necessary to fulfill the CMAR's obligations for the Project in conformance with this Agreement and the other Contract Documents, including the Preconstruction Phase Services and the Construction Phase Services as set forth in the Scope of Work. 1.1.54 "Worksite" means the location of the Project as identified in Article 1 where the Work is to be performed. Capitalized terms used herein but not defined herein shall have the meanings given them in the Phase II Construction Price Amendment, General Conditions, and other Contract Documents. ARTICLE 2 CMAR Responsibilities 2.1 Phase I Preconstruction Phase Services 2.1.1 Commencement. Preconstruction Phase Services, as described in Exhibit B attached hereto, shall commence no later than 14 calendar days following the Owner's issuance of a Phase I Notice to Proceed in substantially the form of Exhibit C attached hereto and incorporated herein by this reference with the appropriate box checked. For the performance of the Preconstruction Phase Services CMAR shall be paid the Preconstruction Phase Services fees in the amount and in the manner set forth in Paragraph 6.1. 2.1.2 Early Works) Package(s). If applicable, Early Works) Packages) commenced prior to mutual execution of a Phase II Construction Price Amendment shall be performed and paid for pursuant to Exhibit D and Exhibit D.1 to this Agreement but otherwise subject to the terms, covenants, and conditions of this Agreement and the other Contract Documents. 2.1.3 Completion. ('MAR's Preconstruction Phase Services shall be deemed to have been completed upon mutual execution of a Phase II Construction Price Amendment for the Work, hereto attached as Exhibit E, covered by the Construction Phase Services. If the Owner and CMAR are unable to reach a written agreement on a Phase II Construction Price Amendment, the Owner may terminate this Agreement for convenience on 25 business days' written notice to the CMAR in accordance with Paragraph 10.3 of the General Conditions. In the event of such termination for convenience, the CMAR shall be compensated for (1) the portion of the CMAR's Preconstruction or Construction Phase Services, if any, performed to the date of such termination, but the CMAR shall not be entitled to compensation for Work not performed, plus (2) reasonable demobilization costs, if any, which shall include, but not be limited to, reasonable cost(s) incurred by CMAR to break contractual obligations with Subcontractors, Subconsultants, Suppliers, Vendors, and Materialmen entered prior to Subcontractor's receipt of Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 8 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 the notice of termination. In such event, the CMAR shall have no obligation to perform the Scope of Work covered by such unexecuted Phase II Construction Price Amendment. 2.2 Construction Phase Services 2.2.1 Commencement. Unless otherwise provided to the contrary elsewhere in this Agreement or the other Contract Documents, CMAR's Construction Phase Services shall commence within 30 days of the Phase II Notice to Proceed. 2.2.2 Self -Perform Work. As part of the CMAR's Construction Phase Services, the CMAR may be entitled to self -perform work on a negotiated basis or competitively bid against the market in accordance with applicable law and Owner approval. Any self -perform Work, whether negotiated or competitively bid, that is approved by the Owner is subject to the terms and conditions of and as identified in Exhibit B and the following provisions of this Paragraph 2.2.2. 2.2.2.1 The CMAR may seek to perform portions of the Work itself, other than minor work that may be included in the CMAR's Construction General Conditions Costs, if the CMAR or CMAR team member submits its proposal and is awarded for those portions of Work in the same manner as all other Subcontractors. If the CMAR intends to submit a proposal for such Work, it shall notify Owner prior to soliciting Proposals and all such proposals shall be submitted directly to the Owner in accordance with Exhibit B. If the Owner determines that the CMAR's bid or CMAR team member's proposal provides the best value, based on cost and relevant experience for the Owner, the CMAR or CMAR team member may be awarded that portion of the Work. 2.2.2.2 If a selected Subcontractor defaults in the performance of its Work or fails to execute a subcontract after being selected in accordance with this paragraph, the CMAR may, without advertising, fulfill the contract requirements through selection of an alternate Subcontractor or self - performance, in each case with the Owner's prior written approval. Owner shall be notified in the event of a Subcontractor default or failure to execute the subcontract. 2.2.2.3 Work identified pursuant to Exhibit B and performed directly by the CMAR shall be limited to 100% of the Phase II Construction Price unless a lower or higher percentage is requested and approved by the Owner. For any Work that will be performed by the CMAR, bids or request for proposal shall be submitted to and reviewed by the Owner's Representative or any other neutral party as determined by the Owner to avoid a conflict of interest. ARTICLE 3 Owner Responsibilities Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 9 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 3.1 Owner Responsibilities Owner shall be responsible for providing the information and delivering the materials set forth in Article 3 of the General Conditions. ARTICLE 4 Subcontracts and Labor Relations 4.1 Subcontractors The work not performed by the CMAR with its own forces shall be performed by Subcontractors. All subcontracts shall be issued on a Lump -Sum basis unless the Owner has given prior written approval of a different method of payment to the Subcontractor. Owner may require CMAR to competitively bid subcontracts for services or supplies that are over $50,000. CMAR may subcontract any services or supplies that are under $50,000 without the approval or competitive requirement to Subcontractors. 4.2 Labor Relations 4.2.1 Prevailing Wages. 4.2.1.1 Check if applicable: ❑Applicable laws. The current prevailing wage rate determinations for public works contracts by the Owner, the Director of the State Department of Colorado and, if federal funding is used for the Project, the current General Wage Determination Decisions, as determined by the US Secretary of Labor, as same may be changed during the term of this Agreement, are incorporated by this reference. 4.2.1.1.1 Check if applicable: ❑ Davis -Bacon. Should Owner obtain federal funding for the Project, CMAR shall be responsible for ensuring that all subcontracts and Subcontractors fully comply with all applicable requirements of the Davis -Bacon Act, including but not limited to applicable prevailing wage, contractual provisions, and recordkeeping. 4.2.1.1.2 Check if applicable: ❑CMAR shall pay any person performing labor necessary to complete any portion of Work on the Project not less than the highest general prevailing rate of wages. If federal funds are used for the Project, where the minimum rate of pay for any classification differs among city, state, and federal wage rate determinations, the highest rate of pay shall prevail. 4.2.1.1.3 Check if applicable: El CMAR shall include, in any contract or subcontract relating to Work on the Project, a requirement that all persons performing labor under such contract Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement � 0 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 or subcontract shall be paid not less than the highest prevailing rate of wages for the labor so performed. 4.2.2 Nondiscrimination / Nonharassmen E During the performance of this Contract, the Contractor agrees as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, sexual orientation, being handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, sex, age, sexual orientation, handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. Any business that enters into a contract for goods or services with the City of Aspen or any of its boards, agencies, or departments shall: 4.2.2.1 Implement an employment nondiscrimination policy prohibiting discrimination in hiring, discharging, promoting or demoting, matters of compensation, or any other employment -related decision or benefit on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. 4.2.2.2 Not discriminate in the performance of the contract on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. The foregoing provisions shall be incorporated in all subcontracts hereunder. ARTICLE 5 Time 5.1 Performance of the Work 5.1.1 Date of Commencement. The Date of Commencement of the Preconstruction Phase Services and Construction Services, as applicable, shall be as set forth in Subparagraph 5.1.1 of the General Conditions. The Work shall proceed in general accordance with the Schedule of Work as such Schedule may be amended from time to time, subject to other provisions of this Agreement. The Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 11 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Schedule is subject to allowable adjustments in the Contract Time as permitted herein or in the other Contract Documents. 5.1.2 Substantial /Final Completion. Unless the Parties agree otherwise, the Date of Substantial Completion and the Date of Final Completion shall be established pursuant to the Phase II Construction Price Amendment, subject to adjustments as provided for in the Contract Documents. If a Phase II Construction Price is not established and the Parties desire to establish a Date of Substantial Completion or Date of Final Completion, it shall be set forth via Amendment. 5.1.3 The CMAR shall not knowingly commence the Work before the effective date of Notice to Proceed to be provided by the CMAR and Owner as required by the Contract Documents. 5.2 Schedule of the Work 5.2.1 The initial Schedule is attached hereto as Exhibit F. 5.2.2 Owner will timely review the baseline Schedule submitted by CMAR. If the Owner determines that additional supporting data are necessary to fully evaluate the Schedule, the Owner will request additional supporting data in writing. Such data shall be furnished no later than 7 days after the date of such request. Owner will render a decision promptly and in any case within 7 days after the latter of the receipt of the Schedule update or the deadline for furnishing such additional supporting data. Owner shall review, approve, and/or provide comments in a reasonable time. 5.2.3 Contemporaneously with CMAR's submission of its Phase II Construction Price Proposal in accordance with Phase II Construction Price Amendment, the CMAR shall submit to the Owner and, if directed, the Engineer, a Schedule Update, in compliance with the technical scheduling requirements attached hereto as Exhibit G and the requirements of this Paragraph 5.2, that shall show the dates on which the CMAR plans to commence and complete various parts of the Work, including dates on which information and approvals are required from the Owner. 5.3 Contract Time, Delays, and Extensions of Time 5.3.1 CMAR agrees to complete Phase I Preconstruction Phase Services by December 31 St, 2025 and make progress to support the project moving forward accordance with the design milestones established by the Engineer as shown in Exhibit F. 5.3.2 The Contract Time, as it may be modified from time to time in accordance with this Agreement and any other applicable Contract Documents, shall control the determination of liquidated damages payable by CMAR under Paragraph 5.4 and in the determination of any delay under Paragraph 5.3. Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement � 2 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 5.3.3 Weather related delays and the number of acceptable delay days shall be developed into the Project Construction Schedule during Phase I Preconstruction Phase and incorporated into Phase II Construction Price Amendment Article 3. The CMAR shall be entitled to a commensurate extension of time and reimbursement of costs associated with the delay, including Construction General Conditions Costs, in each case as may be agreed upon by the Owner and CMAR but subject to the requirements of Article 5 of the General Conditions. 5.3.4 In the event delays to the Work are encountered for any reason, the CMAR shall provide prompt written notice to the Owner of the cause of such delays after CMAR first recognizes the delay. Excusable delays shall be adjusted upon and subject to the terms and conditions of Article 5 of the General Conditions, 5.3.5 A waiver of or failure by the Owner or Owner's Representative to enforce icle 5 hereof or the requirements of Article 5 of the any requirement in this Art General Conditions, including, without limitation, the requirements in Paragraph 5.3 thereof, in connection with any or all past delays shall not constitute a waiver of, and shall not preclude the Owner or Owner's Representative from enforcing such requirements in connection with any present or future delays. 5.4 Liquidated Damages 5.4.1 Substantial Completion. The Owner and the CMAR agree that this Agreement shall provide for the imposition of liquidated damages for any CMAR delay not excused by Paragraph 5.3 hereof or elsewhere in this Agreement. 5.4.1.1 The CMAR agrees that if the Work of the Project is not Substantially Completed on or before the Substantial Completion Date applicable to the Project, the CMAR shall pay the Owner as liquidated damages and not as a penalty the sum of money per day for each day of unexcused delay fifteen (15) days past the Substantial Completion Date up to a maximum aggregate amount to be determined during Phase I Preconstruction Phase. The daily sum of money shall be determined during Phase I Preconstruction Phase and Liquidated Damages applied to Phase II Construction Price Amendment and construction phase of the project. The liquidated damages provided herein shall be the sole and exclusive remedy for any unexcused delay in the performance of CMAR's obligations hereunder and shall be in lieu of any and all other liability to the Owner for extra costs, losses, expenses, claims, penalties and any other damages of whatever nature (whether actual, compensatory, direct, indirect, special, consequential, punitive, or otherwise) incurred by the Owner and which are caused by any unexcused CMAR delay in timely achieving Substantial Completion on or before the Substantial Completion Date. The Parties acknowledge and agree that it would be extremely difficult, if not impossible, to quantify the economic loss incurred by the Owner as a result of such unexcused delay, that the liquidated damages contemplated herein are reasonable and represent a fair approximation of the economic loss to be Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 13 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 incurred by Owner as a result of such unexcused delay, and that such liquidated damages shall be enforceable to the maximum extent permitted under Applicable Law. ARTICLE 6 — Compensation 6.1 CMAR's Compensation for Preconstruction Phase Services 6.1.1 The Owner shall compensate CMAR for performance of the CMAR's :'reconstruction Phase Services outlined in Paragraph 2.1 hereof on the following basis: time and materials not to exceed to the total fee as shown in Fee Breakdown located in Exhibit B. Such compensation shall be based on the direct personnel costs incurred by CMAR and includes the direct salaries of the CMAR's personnel providing Preconstruction Phase Services on the Project and CMAR's customary and mandatory contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions and, unless otherwise provided, includes all sales, use, consumer, and other taxes mandated by applicable law, and appropriate fee applied to such costs. 6.2 CMAR Compensation for Early Works) Packages) 6.2.1 If the Parties agree to negotiate Early Work Packages, refer to Exhibit D. Services performed for Early Works shall be subject to this Agreement and the General Conditions and other provisions of the Contract Documents applicable to the Phase II Construction Services. 6.3 CMAR's Compensation for Construction Phase Services 6.3.1 The Owner shall compensate the CMAR for Work performed and described in a Phase II Construction Price Amendment on the basis of a Cost Plus Guaranteed Maximum Price as set forth in such Phase II Construction Price Amendment and General Conditions. 6.3.2 CMAR Fee. The Fee ("CMAR's Fee" or "Fee") payable by the Owner to the CMAR equals 6% of the Cost of the Work and is included in, and a part of, the Phase II Construction Contract Price agreed upon by the Owner and the CMAR pursuant of the Phase II Construction Price Amendment. The CMAR's Fee includes all the CMAR's home office overhead and profit. Construction General Conditions Costs are an element of the Cost of Work and are not included in the CMAR's home office overhead. 6.4 Hourly Rates 6.4.1 Where Work or portions thereof performed by the CMAR for Preconstruction Phase Services is charged on an hourly rate basis, such Work shall be subject to and completed in accordance with the CMAR's hourly rate schedule attached Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 14 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 hereto as Exhibit H and incorporated herein by this reference and shall be inclusive of markup for overhead and profit. A separate hourly rate schedule for Construction Phase Services shall be attached to the Phase II Construction Price Amendment upon Owner's and CMAR's mutual execution of the same and shall be at cost without markup for overhead and profit. ARTICLE 7 Changes Changes in the Work that are within the general scope of this Agreement shall be accomplished, without invalidating this Agreement, by Change Order, Owner Change Directive, and Field Order, in each case in accordance with and subject to the terms and provisions of Article 7 of the General Conditions and any Phase II Construction Price Amendment executed in connection herewith for the Project. ARTICLE 8 —Payment 8.1 Payments for Preconstruction Phase Services shall be made monthly in proportion to services performed unless otherwise agreed, in writing, by Owner and CMAR. Payments are due and payable upon presentation of the CMAR's request for payment. Amounts unpaid more than 30 days after the invoice date shall bear I nterest at the rate of 1 % per month. 8.2 Payments for Construction Phase Services performed following the execution of a Phase II Construction Price Amendment for the same shall be made in accordance with such Amendment and the General Conditions. 8.3 Procedure for Change of Payment: Upon execution of this Agreement, CMAR shall provide Owner with written payment instructions and all necessary forms required by Owner to effectuate payments to CMAR by wire transfer or ACH (the "Payment Information"). CMAR shall submit the initial Payment Information to Owner by certified mail or hand delivery only. If Owner receives a request to change such Payment Information, Owner agrees that it will not modify or make a change to this Payment Information without oral confirmation, followed by written confirmation, from CMAR's Chief Financial Officer or CMAR's VP of Finance. Owner shall make no changes to the Payment Information if it does not receive the oral and written confirmations as stated herein. If Owner makes any change to the Payment Information without first receiving the confirmations stated herein, it shall be solely responsible for any monies lost or stolen and not paid to CMAR as required under the terms of this Agreement. This written and oral communication shall be submitted to the Owner's Authorized Representative. ARTICLE 9 Liability 9.1 Waiver of Consequential Damages Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 15 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 Except for (a) damages mutually agreed upon by the Parties as liquidated damages in Paragraph 5.4 hereof, and (b) subject to the following provisions set forth in this Paragraph 9.1, notwithstanding anything else herein to the contrary, the Owner and the CMAR agree to waive all claims against each other for any consequential, incidental, indirect, or other special damages that may arise out of or relate to this agreement. The Owner agrees to waive consequential or other special damages including, but not limited to, the Owner's loss of use of the Project, any rental expenses incurred, loss of tax abatements or credits, cost of substitute facilities or services, cost of purchased or replacement product or claims from customers or suppliers of Owner, loss of income, profit, or revenue related to the Project, as well as the loss of business, opportunity, loss of financing, principal office overhead and expenses, loss of profits not related to this Project, loss of reputation or goodwill and/or insolvency regardless of whether any of the foregoing are found to be direct or indirect. The CMAR agrees to waive consequential damages including, but not limited to, loss of business, loss of financing, loss of profits not related to this Project, loss of bonding capacity, loss of reputation and / or insolvency. The provisions of this paragraph shall also apply to the termination of this Agreement and shall survive such termination. 9.2 CMAR's Limitation of Liability Notwithstanding anything to the contrary contained herein or in the other Contract Documents, the maximum liability, in the aggregate, of the CMAR, its Subcontractors, sureties (if any) and their respective officers, directors, shareholders, employees, agents, successors and assigns to Owner and anyone claiming by, through, or under Owner for any loss, damage, suit, action, liability, claim, or expense caused by, resulting from, or arising out of or relating in any way to this Agreement or the Project from any cause whatsoever, including, without limitation, the negligence, breach of contract, strict liability, express or implied warranty, indemnity, professional errors or omissions, or any other cause arising at law or in equity, shall in all events be limited to and not exceed 30% of the Phase II Construction Price. This limitation has been freely bargained for by the Parties for valuable consideration and shall be enforceable to the maximum extent permitted by applicable law. 9.3 Releases, waivers, and limitations on liability and remedies expressed in the Contract Documents shall apply even in the event of the fault, tort (including negligence), strict liability, breach of contract or warranty, or other basis of liability of the benefited Party. 9.3.1 Releases. Contractor shall, if requested by Owner, before being entitled to receive any payment due, furnish to Owner all releases obtained from subcontractors and material suppliers covering work done and the materials furnished to the Project and showing an expenditure of an amount not less than the total of all previous payments made hereunder by Owner to Contractor. Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 16 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 9.3.2 Remedies. No remedy conferred on either party to this Contract shall be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy. ARTICLE 10 ummmmmm Dispute Mitigation and Resolution 10.1 Claims Procedures Claims procedures are governed by Article 11 of the General Conditions. 10.2 Preconstruction Phase Services If, during the Preconstruction Phase Services the Parties cannot reach resolution on a matter relating to or arising out of the Agreement, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties' representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions. If the Parties' representatives are not able to resolve such matter within five (5) business days from the date of first discussion, the Parties' representatives shall immediately inform senior executives of the Parties in writing that resolution was not affected. Upon receipt of such notice, the senior executives of the Parties shall meet within five (5) business days to endeavor to reach resolution. If the dispute remains unresolved after fifteen (15) days from the date of first discussion, the Parties shall submit such matter to the mediation procedures identified in Paragraph 11.2.2 of the General Conditions as a condition precedent to any judicial forum or voluntary binding alternative dispute resolution proceeding subsequently agreed to by the Parties. 10.3 Construction Phase Services During the Construction Phase Services, the Parties shall resolve any disputes between them in accordance with the dispute mitigation and resolution procedures selected by them in Article 11 of the General Conditions. ARTICLE 11 Miscellaneous Provisions 11.1 Governing Law This Agreement shall be governed by the law in effect at the location of the Project. 11.2 Severability The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 11.3 No Waiver of Performance Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 17 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 The failure of either Party to insist, in any one or more instances, on the performance of any of the terms, covenants, or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right with respect .to further performance or any other term, covenant, condition, or right. 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. 11.4 Titles and Groupings The titles given to the articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. The grouping of the articles in this Agreement and of the Owner's Specifications under the various headings is solely for the purpose of convenient organization and in no event shall the grouping of provisions, the use of paragraphs, or the use of headings be construed to limit or alter the meaning of any provisions. 11.5 Joint Drafting The Parties expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party but shall be construed in a neutral manner. 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. 11.6 Federal Financial Assistance. SBE, MBE, WBE, DBE Provisions Not Used 11.7 Counterparts; Electronic Signatures This Agreement, the General Conditions, and other Contract Documents may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Facsimile or electronic signatures on this Agreement and/or the other Contract Documents, as applicable, shall be deemed originals for all purposes. 11.8 Attorneys' Fees In the event of any claim, controversy, or dispute involving this Agreement, the Parties' performance hereunder or interpretation hereof, the substantially prevailing Party in such claim, controversy, or dispute shall be awarded its reasonable attorneys' fees and costs, including attorneys' fees and costs of any associated appeal. Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement � 8 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 11.9 Exhibits, Schedules, and Addenda Exhibits, schedules, and addenda bearing on the payment and performance of the Construction Phase Services will be attached to the Phase II Construction Price Amendment for such Construction Phase Services. The following exhibits pertaining to the Preconstruction Phase Services are attached hereto and incorporated herein by this reference: Exhibit A General Conditions to Agreement Exhibit E CMAR Phase I Preconstruction Scope of Services Exhibit C Phase I Notice to Proceed Exhibit D Phase I Early Work(S) Package(S) Exhibit D.1 Phase I Early Work(S) Package(S) Amendment Form Exhibit E Phase II Construction Price Amendment Exhibit F Initial Schedule of Work Exhibit G Project Technical Scheduling Requirements Exhibit H Preconstruction Phase Services Hourly Rate Schedule Exhibit I Project Technical Performance Requirements 11.10 Compliance with Owners Procurement Code The Project shall also be constructed and completed in strict compliance with all laws, ordinances, rules, regulations of all applicable governmental authorities, and the City of Aspen Procurement Code, Title 4 of the Municipal Code, including the approval requirements of Section 4-08-040. 11.11 Licensure of CMAR CMAR hereby represents and warrants to Owner that CMAR is duly licensed as a general contractor in the State of Colorado, and if applicable, in the County of Pitkin. CMAR shall obtain business license with City of Aspen prior to receiving Notice to Proceed. 11.12 Prohibited Interest No member, officer, or employee of the City of Aspen, Pitkin County or the Town of Snowmass Village shall have any interest, direct or indirect, in this Contract or the proceeds thereof. Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 1 g Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 11.13 Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflict of Interest 11.lam 1 The CMAR warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon a Contract or understanding for a commission, percentage, brokerage, or contingency fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the CMAR for the purpose of securing business. 11.13.2 The CMAR agrees not to give any employee or former employee of the Owner a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or to any solicitation or proposal therefore. 11.13.3 It shall be a material breach of the Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a Subcontractor under a contract to the CMAR or higher tier Subcontractor or any person associated therewith, as an inducement for the award of a Subcontract or order. The CMAR is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The CMAR shall comply with all applicable local, state and federal "anti -kickback" statutes or regulations. 11.14 Payments Subject to Annual Appropriations If the contract awarded extends beyond the calendar year, nothing herein shall be construed as an obligation by the Owner beyond any amounts that may be, from time to time, appropriated by the Owner on an annual basis. It is understood that payment under any contract is conditional upon annual appropriation of funds by said governing body and that before providing services, the CMAR, if it so requests, will be advised as to the status of funds appropriated for services or materials and shall not be obligated to provide services or materials for which funds have not been appropriate. 11.15 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 (Owner and CMAR), 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 Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 20 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 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 ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 11.16 Execution of Agreement by Owner This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns; however, neither Party may assign this Agreement without the written consent of the other Party. 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 the Mayor's absence, following approval of City Council. 11.17 Governmental Immunity The Parties hereto understand and agree that Owner is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person and $1,093,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to Owner, its officers, or its employees. Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 21 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 IN WITNESS THEREOF, the parties hereto have executed This Agreement is entered into as of the date entered in Article 1. OWNER: CITY u PkOrCI`! DocuSigned by: 5ar'a I. R BY:-2DA4D214EE1942B... Sara G. Ott PRINT NAME: PRINT TITLE: City Manager CONSTRUCTION MANAGER AT -RISK (CMAR): T ICE I-IA�KELL ��fl�P�f�Y BY .... ....Kamm ... ..1�. PRINT NAME: Aryan K . Bede � 1 PRINT TITLE: "vice r resident, Approved as to farm: -Signed by: 432FOA40A55C4BD... City Attorneys Office Note: Certification of Incorporat'ior� shall be executed if Contractor is a Corporation. If a partnership, the Contract shall be signed by a Principal and indicate title. Copyright ©2023 Water Collak�arative Delivery Association � CMAR Agreement 22 Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 1 1.0 Project Background The Aspen Water Treatment Facility (WTF) serves a population of approximately 30,000 customers and has not undergone significant upgrades since the East Plant was constructed in 1985. The City of Aspen (City) contracted Garver to conduct alternative analyses and develop conceptual designs for a wide range of upgrades at the WTF. These upgrades are generally geared towards: • Improving WTF automation • Increasing filter run times • Reducing filter turbidity breakthrough • Increasing individual hydraulic capacity to match available treatment capacity • Rehabilitating aging equipment, processes, and site conditions 2.0 WTF and Regulatory History The Aspen WTF was originally constructed in 1965 starting with a single circular clarifier/flocculator, four filters with two cells each filter rated at 13 million gallons per day (MGD), and a clearwell for disinfection contact time. In 1970, a second clarifier/flocculator was added to complete the West Plant as it exists today. In 1985, the East Plant was constructed consisting of flocculation and sedimentation in a rectangular basin and a similar filtration system with four filters with two cells each filter rated at 13 MGD. See Figure 1 below for a WTF site layout. Figure 1: Aspen WTF Site Layout Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 2 However, since 1962 regulatory requirements for filter performance have become progressively stricter. Those regulatory requirements are as follows: • In 1962, the US Public Health Service recommended that turbidity should not exceed 5 turbidity units. • In 1975, the USEPA established a maximum contaminant level (MCL) of 1 turbidity unit, • In 1989 Surface Water Treatment Rule set a treatment requirement of 0.5 ntu in 95% of monthly combined filter effluent samples • In 1998 Interim Enhanced Surface Water Treatment Rule set a treatment requirement of 0.3 ntu in 95% of monthly combined filter effluent samples for plants using coagulation and granular media filtration The City WTF has a proven track record over 40+ years of producing clean, safe drinking water for the City’s customers with a facility that was constructed prior to these increasingly stringent standards. 3.0 Proposed Improvements The proposed improvements are summarized in Table 1 on the following page. Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 3 Table 1: Aspen WTF Improvements Summary Process Area Summary of Improvements Driver Priority/Timing OPCC1 (millions) Filters • Replace filter beds in both East and West Plants • Install air scour to improve filter cleaning • Replace backwash pumps and add VFDs • Replace piping to reduce hydraulic bottlenecks Water quality, aging equipment High, 2025-2026 Construction $11.7 Controls • Replace filter consoles and PLCs • Implement a fiber ring network topology to improve redundancy • Replace instrumentation including flow meters and pressure transmitters Aging equipment High, 2025-2026 Construction $1.7 Electrical • Replace East and West Plant MCCs • Upgrade electrical infrastructure to facilitate air scour for filter backwashing • Provide independent feeders to East Plant, West Plant, chemical building, and administration building to improve resiliency • Wire existing generator to provide standby power oo Music School PS Aging equipment High, 2025-2026 Construction $0.9 Chemical storage and feed • Construct a new chemical storage and feed building which combines the chlorination and fluoridation facilities to improve both worker safety and reliability of chemical delivery Aging equipment, health & safety Medium, 2030-2031 Construction $5.5 Site drainage and building exteriors • Re-grade the site and install gutters and a storm drain system to reduce ice and snow buildup and lengthen asphalt longevity • Rehabilitate building exteriors Health & safety, aging equipment Medium, 2030-2031 Construction $2.6 Hydraulics • Widen filtered water weirs at both plants to reduce hydraulic constraints • Re-route clearwell feed from East Plant next to feed from West Plant Capacity High, 2025-2026 Construction $0.5 Flocculation and sedimentation • Demolish existing West Plant clarifiers and construct a 26-mgd, three-basin flocculation/sedimentation system that meets CDPHE design requirements • Construct a new coagulant storage and feed building adjacent to the proposed flocculation/sedimentation basins Regulatory compliance, water quality, capacity Low, Potential Future Construction $24.0 Residuals handling • Construct a second backwash pond to increase settling time and improve the quality of the WTF’s surface water discharge to Castle Creek • Construct new drying beds to reduce disposal frequency/costs Regulatory compliance, water quality Low, Potential Future Construction $3.9 Total $51.0 1OPCCs (opinions of probable cost) represent conceptual-level cost estimates. Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 4 3.1 Filters and Backwash The WTF runs eight filter units in each of its two plants for a total of 16 granular media filters. In addition to replacing aging components such as the existing media and underdrain systems, the City was interested in evaluating increasing the media depth to improve filtration performance. Garver recommends replacing the existing block-style underdrains with stainless steel laterals which are more durable and are lower profile, allowing for more media depth. This work will also include improving hydraulics by replacing older valves and actuators and upsizing filter piping to get the plant closer to its design capacity. To improve backwash effectiveness, Garver recommends installing an air scour system to complement the existing surface wash system. Concurrent air and water backwash systems provide much more violent agitation than water alone. Because the filters get cleaner, they can run for longer periods without turbidity breakthrough or headloss buildup. The City also plans to replace its four existing backwash pumps and install variable frequency drives (VFDs) to improve the efficiency of its backwash cycles. 3.2 Electrical and Controls The WTF’s East and West motor control centers (MCCs) are at the end of their useful lives and should be replaced to facilitate the addition of air scour blowers and backwash pump VFDs to the filter processes. Garver will also modify the electrical distribution system to provide independent feeders to the East Plant, West Plant, new chemical building, and administration building for increased electrical resiliency. Garver will also include scope to rewire existing WTF generator to power Music School Pump Station. The City is also planning controls improvements to increase redundancy and automation capabilities. This includes replacing PLCs, critical instrumentation, operator interfaces, and other equipment. New SCADA architecture for the new fiber ring will be provided. 3.3 Chemical Feed and Storage Currently, the East and West Plants each have their own, dedicated chemical storage, batch, and feed facilities for coagulant, filter aid, and sodium fluorosilicate. Bleach (or sodium hypochlorite) is stored in a centralized building between the two plants but is fed separately to each plant’s combined filter effluent wet well. There are a variety of operational and safety issues associated with this setup. First, the separate feed systems double the equipment that requires ongoing maintenance. Second, storing sodium fluorosilicate in the plant buildings poses a safety hazard to the employees with desks in those buildings. In addition, existing chemical storage rooms lack CDPHE- and OSHA-required safety features such as eyewash stations, safety showers, and secondary containment. Garver proposes constructing a combined fluoride and chlorine storage and feed building to the west of the existing clearwell to remedy the operational and safety issues associated with the current configuration. The new chemical storage and feed building would provide enough bulk storage to last the WTF through the winter, when chemical delivery from Denver can be unreliable due to Interstate 70, Highway 82, and the access road to the WTF. Day tanks will provide operational flexibility. The new building will include transfer pumps, feed pumps, valves, tubing, instrumentation, and all other required appurtenances. 3.4 Exterior Buildings and Site Drainage Lack of adequate drainage and stormwater management at the WTF site has deteriorated the existing pavement. In addition to grading to facilitate process improvements, Garver also recommends additional Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 5 grading to avoid ponding on site and recommends installation of a storm drain system. Snow cleats, gutters, and downspouts should be installed to reduce snow accumulation against structures which has caused damage to several exterior walls at the site. 3.5 Hydraulics While the West Plant is rated for 13 million gallons per day (mgd), the WTF can only run a maximum of approximately 8 mgd through the plant. This is due to hydraulic constraints such as undersized piping and uneven flow splitting between the clarifloc units. Garver proposes to widen the filtered water weir and increase the diameter of some filter piping to help improve the hydraulics through the West Plant. Additionally, the filtered water feed piping from the East Plant to the clearwell will be upsized and re- routed next to the West Plant’s feed piping to reduce the number of entry points into the clearwell. 3.6 Flocculation and Sedimentation Systems The West Plant pretreatment system consists of two circular clarifying flocculators. The East Plant pretreatment system consists of a two-stage flocculation basin followed by tube settlers. Both the West and East Plant flocculation/sedimentation processes are permitted with design criteria deviations from the Colorado Department of Health and Environment’s (CDPHE’s) rules for flocculation hydraulic residence time and sedimentation overflow rate. While these deviations are approved right now, they present a regulatory risk if CDPHE decides in the future that the WTF cannot continue to operate outside of the department’s design standards. Furthermore, lack of adequate pretreatment systems (e.g., rapid mixing, flocculation time, and sedimentation area) requires the WTF’s filtration process to “work overtime” during spring runoff and dust-on-snow events, presenting a possible water quality risk to Aspen customers if there is turbidity breakthrough from the filters during these challenging water treatment periods. These plants were built when drinking water turbidity requirements were up to 5 NTU – modern standards are less than a tenth of that now at 0.3 NTU. Garver evaluated a wide range of options for improving the performance of both plants’ pretreatment systems. Alternatives included retrofitting the existing clarifiers and basins, expanding the East Plant basins, replacing the West Plant clarifiers with rectangular basins while continuing to operate the East Plant basins, and other combinations. Ultimately, the City’s preferred approach is to replace the West Plant’s clarifiers with rectangular flocculation/sedimentation basins with enough capacity to serve both the East and West Plants. This option is both cost effective (on a “per unit of treatment” basis) and would streamline the WTF’s operations. 3.7 Residuals Handling The WTF’s backwash pond was never expanded to accommodate the East Plant’s residuals production, and the pond requires frequent dredging and mucking. Residuals are applied to the adjacent drying bed for further dewatering before they are hauled and disposed. Upgraded residuals management facilities would reduce the operations and maintenance associated with relying on just one backwash pond and one drying bed and would provide enough capacity for future flows. Garver recommends constructing a second backwash pond for additional capacity and to allow for operation cycling. This increased capacity would allow the WTF to settle its solids for longer and would improve the water quality of the effluent discharged into Castle Creek. The new backwash pond would be equipped with underdrains to improve residuals dewatering, while the existing backwash pond will be lined with concrete and retrofitted with underdrains. Garver also recommends replacing the existing Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 6 drying beds with concrete-lined basins equipped with bed runners and drainage piping to further reduce residuals disposal frequency and costs.