HomeMy WebLinkAboutresolution.council.012-26RESOLUTION # 012
(Series of 2026)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND GARNER 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
engineering and construction observation services of improvements for the Early
Work Package of the City's Water Treatment Facility in Aspen, between the City
of Aspen and Garver, a true and accurate copy of which is attached hereto as
Exhlblt "A", -
HE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that contract for
the engineering and construction observation services of improvements at the
City's Water Treatment Facility in Aspen, between the City of Aspen and Garver,
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.
RESOLVED, APPROVED, AND ADOPTED FINALLY by the City
Council of the City of Aspen on the 13' day of January 2026. - —`
Rachae%E. Richards, 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, January 13 h, 2026.
Nicole
r
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CITY OF ASPEN STANDARD FORM OF AGREEMENT
PROFESSIONAL SERVICES
11` T UFAASPE19
City of Aspen Contract No.: 2026-004.
AGREEMENT made this 13th day of Janua , in the year 2026.
BETWEEN the City:
The City of Aspen
c/o Rachael Richards
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
Garver
c/o Greta Stetson
744 Horizon Court, Suite 140
Grand Junction, CO 81506
Phone: 970-985-9902
For the Following Project:
Contract Amount:
Total: $1,029,312.00
If this Agreement requires the City to pay
an amount of money in excess of
$505000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: January 13 fl', 2026
Resolution No.:, Series of 2026
City of Aspen Water Treatment Facility Campus Improvements: Construction Phase
?ngineering and Oversight Services
Exhibits appended and made a part of this Agreement:
Exhibit A:
Exhibit B:
Scope of Services and Detailed Fee.
Hourly Rate Schedule.
The City and Professional agree as set forth below.
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1. Scope of Work. Professional shall perform in a competent and professional manner the Scope
of Work as set forth at Exhibit A ("Work or "Scope of Work") attached hereto and by this reference
incorporated herein.
2. Completion. Professional shall commence Work immediately upon receipt of a written Notice
to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner.
The parties anticipate that all Work pursuant to this Agreement shall be completed in accordance with
schedule shown in Exhibit A and no later than May 31, 2027. Upon request of the City, Professional
shall submit, for the City's approval, a schedule for the performance of Professional's services which
shall be adjusted as required as the project proceeds, and which shall include allowances for periods
of time required by the City's project engineer for review and approval of submissions and for
approvals of authorities having jurisdiction over the project. This schedule, when approved by the
City, shall not, except for reasonable cause, be exceeded by the Professional. Time is to be of material
consideration under this Agreement. Professional schedule and compensation shall receive equitable
adjustment for any impacts caused by events outside the control of the Professional.
3. Pa. vent. In consideration of the work performed, City shall pay Professional on a time and
expense basis for all work performed. The hourly rates for work performed by Professional shall not
exceed those hourly rates set forth at Exhibit B appended hereto. Except as otherwise mutually agreed
to by the parties the payments made to Professional shall not initially exceed the amount set forth
above. Professional shall submit, in timely fashion, invoices for work performed. The City shall
review such invoices and, if they are considered incorrect or untimely, the City shall review the matter
with Professional within ten days from receipt of the Professional's bill. Expenses and subconsultant
costs shall be subject to a 10% markup to compensate Professional for overhead costs associated with
these expenses and subcontracts.
4. Non-Assi ang_bility. Both parties recognize that this Agreement is one for personal services
and cannot be transferred, assigned, or sublet by either party without prior written consent of the other,
not to be reasonably withheld. Sub -Contracting, if authorized, shall not relieve the Professional of any
of the responsibilities or obligations under this Agreement. Professional shall be and remain solely
responsible to the City for the acts, errors, omissions or neglect of any subcontractors' officers, agents
and employees, eaeh of whom shall, faf thi X X be deemed to be an agent of emplayee of the
2fa fessime to the extent of the subcontract services. The City shall not be obligated to pay or be
liable for payment of any sums due which may be due to any sub -contractor, to the extent payment
for Work has been provided to the Professional.
5. Termination of Procurement. The sale contemplated by this Agreement may be
canceled by the City prior to acceptance by the City whenever for any reason and in its sole
discretion the City shall determine that such cancellation is in its best interests and convenience.
6. Termination of Professional Services. The Professional or the City may terminate the
Professional Services component of this Agreement, without specifying the reason therefor, by
giving notice, in writing, addressed to the other party, specifying the effective date of the termination.
No fees shall be earned after the effective date of the termination. Upon such termination for
convenience, the Professional shall be entitled to receive payment for: (i) the value of the Work
completed to the date of termination not previously covered by monthly payments, including profit
with respect to such completed services, (ii) documented and reasonable costs (plus profit on such
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costs) incurred by the Professional to implement such termination (including demobilization costs,
and termination/cancellation costs under subcontracts and purchase orders). Upon any termination,
all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs,
reports or other material prepared by the Professional pursuant to this Agreement shall become the
property of the City, the Professional may retain copies of all information provided under this
Agreement. Notwithstanding the above, Professional shall not be relieved of any liability to the City
for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and
the City may withhold any payments to the Professional for the purposes of set-off until such time
as the exact amount of damages due the City from the Professional may be determined.
7. 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. Professional shall be, and shall perform as, an independent Contractor who
agrees to perform any and all services required herein in accordance with generally accepted practices
and standards employed by the applicable United States professional services industries as of the
effective date practicing under similar conditions and locale. Such generally accepted practices and
standards are not intended to be limited to the optimum practices, methods, techniques, or standards
to the exclusion of all others, but rather to a spectrum of reasonable and prudent practices employed
by the United States professional services industry. l7�Os of � �- best eff�ser
as ras the said
services 0.behalf of
„ behth No agent, employee, or servant
hi
ser1vant of Professional shall be, or shall be
deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained
under this contrae Agreement. The manner and means of conducting the work are under the sole
control of Professional. None of the benefits provided by City to its employees including, but not
limited to, workers' compensation insurance and unemployment insurance, are available from City to
the employees, agents or servants of Professional. Professional shall be solely and entirely
responsible for its acts and for the acts of Professional's agents, employees, servants and subcontrac-
tors during the performance of this eantfae Agreement. Professional shall indemnify City 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 Professional and/or Professional's employees engaged in
the performance of the services agreed to herein.
8. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, from and against all third party tort liability, claims, and
demands, on account of injury, loss, or damage, including without limitation claims arising from
bodily injury, , sickness, disease, death, tanglible property loss or damage, of any oth
loss of an 2 7 T k4nd whatseever-, which arise out of of are in any manner conneeted with this , to
the extent and for an amount represented by the degree or percentage such injury, loss, or damage is
caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful *,
.r, professional -error-, mistake, negligence, or ether intentional fault of the Professional,
any subcontractor of the Professional, or any officer, employee, representative, or agent of the
Professional or of any subcontractor of the Professional, or which arises out of any workmen's
compensation claim of any employee of the Professional or of any employee of any subcontractor of
the Professional. The Professional agrees to investigate, handle, respond to, and to provide defense
for and defend against, any such liability, claims or demands at the sole expense of the Professional,
or at the option of the City, agrees to pay the City or reimburse the City for the defense costs incurred
by the City in connection with, any such liability, claims, or demands. If it is determined by the final
judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole
or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall
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reimburse the Professional for the portion of the judgment, as well as related expenses, attributable to
such act, omission, or other fault of the City, its officers, or employees.
9. Professional's Insurance.
(a) Professional agrees to procure and maintain, at its own expense, a policy or policies
of insurance sufficient to insure against all liability, claims, demands, and other obligations
assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition
to any other insurance requirements imposed by this contract or by law. The Professional shall
not be relieved of any liability, claims, demands, or other obligations assumed pursuant to
Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its
failure to procure or maintain insurance in sufficient amounts, duration, or types.
(b) Professional shall procure and maintain, nra ����� �a-�,se �r�T �•'����t�Eter-Q�*�
Pfefessiona ,. to fee an maintain; the minimum insurance coverages listed below. Any
subconsultant hired by Professional to provide services under this Agreement shall be required
to maintain insurance coverages commensurate to their respective scope of work. All such
coverages shall be procured and maintained by both Professional and its subconsultants with
forms and insurance acceptable to the City. All coverages shall be continuously maintained
to cover all liability, claims, demands, and other obligations assumed by the Professional
pursuant to Section 8 above. In the case of any claims -made policy, the necessary retroactive
dates and extended reporting periods shall be procured to maintain such continuous coverage.
(i) Worker's Compensation insurance to cover obligations imposed by applicable
laws for any employee engaged in the performance of work under this contract, and
Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS
($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00)
disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each
employee. Evidence of qualified self -insured status may be substituted for the
Workers' Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single
limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE
MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to
alI premises and operations. The policy shall include coverage for bodily injury, broad
form property damage (including completed operations), personal injury (including
coverage for contractual and employee acts), blanket, limited contractual, independent
contractors, products, and completed operations. The „olieY shall
J'�u a eo e
(iii) Comprehensive Automobile Liability insurance with minimum combined
single limits for bodily injury and property damage of not less than ONE MILLION
DOLLARS ($1, 000, 000.00) each occurrence and ONE MILLION DOLLARS
($1, 000, 000.00) aggregate with respect to each Professional's owned, hired and non -
owned vehicles assigned to or used in performance of the Scope of Work. policy
1 11 d a, • 1 • . n . k A 0 . r n 11 r � a, , .
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(iv) Professional Liability insurance with the minimum limits of 1 W U MILLION
DOLLARS ($2,000,000) each claim and FIVE MILLION DOLLARS ($5,000,000)
aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds to the extent of the indemnities agreed between
the parties in Section 8 of this Agreement. Every policy required above shall be primary
insurance, and any insurance carried by the City, its officers or employees, or carried by or
provided through any insurance pool of the City, shall be excess and not contributory
insurance to that provided by Professional. No additional insured endorsement to the policy
required above shall contain any exclusion for bodily injury or property damage arising from
completed operations. The Professional shall be solely responsible for any deductible losses
IN
under any policy required above such that no erosion occurs to the limits of liability agreed
upon in this Section 9.
(d) The certificate of insurance provided to the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and
minimum limits are in full force and effect, and shall be reviewed and approved by the City
prior to commencement of the contract. No other form of certificate shall be used. The certifi-
cate shall identify this contract and shall provide that the coverages afforded under the policies
shall not be canceled or terminated of , �,, ,,-ofial y ehang d until at least thirty (30) days prior
written notice has been given to the City. The Professional will provide thirty (30) days written
notice of material change.
(e) Failure on the part of the Professional to procure or maintain policies providing the
required coverages, conditions, and minimum limits shall constitute a material breach of
contract upon which City may immediately terminate this contract, or at its discretion City
may procure or renew any such policy or any extended reporting period thereto and may pay
any and all premiums in connection therewith, and all monies so paid by City shall be repaid
by Professional to City upon demand, or City may offset the cost of the premiums against
monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any redacted policy and
any redacted endorsement thereto.
(g) The parties hereto understand and agree that City 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 $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, Section 244 04 01 et seq.,
C.R.S., as from time to time amended, or otherwise available to City, its officers, or its
employees.
10. City's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Proper-
ty/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk
Management Department and are available to Professional for inspection during normal business
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hours. City makes no representations whatsoever with respect to specific coverages offered by
CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
11. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and there are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not
expressly incorporated in this writing.
12. Notice. Any written notices as called for herein maybe hand delivered or mailed by certified
mail return receipt requested to the respective persons and/or addresses listed above.
13. 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. Professional
agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-
discrimination in employment.
14. Waiver. The waiver by the City 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 City, and forbearance or
indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant,
or condition to be performed by Professional to which the same may apply and, until complete
performance by Professional of said term, covenant or condition, the City shall be entitled to invoke
any remedy available to it under this Agreement or by law despite any such forbearance or indulgence.
15. Execution of Agreement by City. 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 City unless
duly executed by the Mayor of the City of Aspen (or a duly authorized official in his absence)
following a Motion or Resolution of the Council of the City of Aspen authorizing the Mayor (or a
duly authorized official in his absence) to execute the same.
16. Worker Without Authorization prohibited —CRS §8-17.5-101 & §24-76.5-101
Purpose. During the 2021 Colorado legislative session, the legislature passed House Bill 21-
1075 that amended current CRS §8-17.5-102 (1), (2)(a), (2)(b) introductory portion, and
(2)(b)(III) as it relates to the employment of and contracting with a "worker without
authorization" which is defined as an individual who is unable to provide evidence that the
individual is authorized by the federal government to work in the United States. As amended,
the current law prohibits all state agencies and political subdivisions, including the Owner, from
knowingly hiring a worker without authorization to perform work under a contract, or to
knowingly contract with a Professional who knowingly hires with a worker without authorization
to perform work under the contract. The law also requires that all contracts for services include
certain specific language as set forth in the statutes. The following terms and conditions have
been designed to comply with the requirements of this new law.
Definitions. The following terms are defined by this reference are incorporated herein and in any
contract for services entered into with the Owner.
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1. " E-verify program" means the electronic employment verification program created in Public
Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as
amended, that is jointly administered by the United States Department of Homeland Security and
the social security Administration, or its successor program.
2. "Department program" means the employment verification program established pursuant to
Section 847.5402(5)(c).
3. "Public Contract for Services" means this Agreement.
4. "Services" means the furnishing of labor, time, or effort by a Professional or a subprofessional
not involving the delivery of a specific end product other than reports that are merely incidental
to the required performance.
5. "Worker without authorization" means an individual who is unable to provide evidence that
the individual is authorized by the federal government to work in the United States
By signing this document, Professional certifies and represents that at this time:
1. Professional shall confirm the employment eligibility of all employees who are newly hired
for employment to perform work under the public contract for services; and
2. Professional has participated or attempted to participate in either the e-verify program or the
department program in order to verify that new employees are not workers without authorization.
Professional hereby confirms that:
1. Professional shall not knowingly employ or contract with a worker without authorization to
perform work under the Public Contract for Services.
2. Professional shall not enter into a contract with a subprofessional that fails to certify to the
Professional that the subprofessional shall not knowingly employ or contract with a worker
without authorization to perform work under the Public Contract for Services.
3. Professional has confirmed the employment eligibility of all employees who are newly hired
for employment to perform work under the public contract for services through participation in
either the e-verify program or the department program.
4. Professional shall not use the either the e-verify program or the department program
procedures to undertake pre -employment screening of job applicants while the Public Contract
for Services is being performed.
If Professional obtains actual knowledge that a subprofessional performing work under the
Public Contract for Services knowingly employs or contracts with a worker without
authorization, Professional shall:
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1. Notify such subprofessional and the Owner within three days that Professional has actual
knowledge that the subprofessional is employing or subcontracting with a worker without
authorization: and
2. Terminate the subcontract with the subprofessional if within three days of receiving the notice
required pursuant to this section the subprofessional does not stop employing or contracting with
the worker without authorization; except that Professional shall not terminate the Public Contract
for Services with the subprofessional if during such three days the subprofessional provides
information to establish that the subprofessional has not knowingly employed or contracted with
a worker without authorization.
Professional shall comply with any reasonable request by the Colorado Department of Labor and
Employment made in the course of an investigation that the Colorado Department of Labor and
Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-
17.5402 (5), C.R.S.
If Professional violates any provision of the Public Contract for Services pertaining to the duties
imposed by Subsection 84 7.54 02, C.R.S. the Owner may terminate this Agreement. If this
Agreement is so terminated, Professional shall be liable for actual damages to the Owner arising
out of Professional's violation of Subsection 8-17.5-102, C.R.S.
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.
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.
Representations Against Contingent Fees, Gratuities, Kickbacks and Conflicts
of Interest.
(a) Professional «T^ represents that no person or selling agency has been employed
or retained to solicit or secure this Contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained by the Professional for
the purpose of securing business.
(b) Professional agrees not to give any employee of the City 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 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
Agreement, or to any solicitation or proposal therefore.
(c) Professional represents that no official, officer, employee or representative of the
City during the term of this Agreement has or one (1) year thereafter shall have any interest,
direct or indirect, in this Agreement or the proceeds thereof, except those that may have
been disclosed at the time City Council approved the execution of this Agreement.
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(d) In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right
to:
l . Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a Professional, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Professional; and
4. Recover such value from the offending parties.
18. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. If this Agreement contemplates the City utilizing state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
19. General Terms.
(a) 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.
(b) 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.
(c) The parties acknowledge and understand that there are no conditions or limitations to
this understanding except those as contained herein at the time of the execution hereof and
that after execution no alteration, change or modification shall be made except upon a writing
signed by the parties.
(d) This Agreement shall be governed by the laws of the State of Colorado as from time
to time in effect. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado.
20. 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.
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21. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the
benefit of and be binding upon the City and the Professional respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
22. Third Parties. This Agreement does not and shall not be deemed or constl Mi to confer
upon or grant to any third party or parties, except to parties to whom Professional or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Professional
because of any breach hereof or because of any of the terms, covenants, agreements or conditions
herein contained.
23. Attorney's Fees and Waiver of July Trial. In the event that legal action is necessary to
enforce any of the provisions of this Agreement, the prevailing party shall be entitled to its costs
and reasonable attorney's fees. Each party irrevocably waives, to the fullest extent permitted by
applicable laws, any and all right to trial by jury.
24. Waiver of Presumption. This Agreement was negotiated and reviewed through the mutual
efforts of the parties hereto and the parties agree that no construction shall be made or presumption
shall arise for or against either party based on any alleged unequal status of the parties in the
negotiation, review or drafting of the Agreement.
25. Certification Re�ardin� Debarment, Suspension, Ineli;�ibility, and Voluntary Exclusi
Professional certifies, by acceptance of this Agreement, that neither it nor its principals is presently
debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any transaction with a Federal or State department or agency. It further certifies
that prior to submitting its Bid that it did include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts and subcontracts. In the event that Professional or
any lower tier participant was unable to certify to the statement, an explanation was attached to
the Bid and was determined by the City to be satisfactory to the City.
26. Integration and Modification. This written Agreement along with all Contract Documents
shall constitute the contract between the parties and supersedes or incorporates any prior written
and oral agreements of the parties. In addition, Professional understands that no City official or
employee, other than the Mayor and City Council acting as a body at a council meeting, has
authority to enter into an Agreement or to modify the terms of the Agreement on behalf of the
City. Any such Agreement or modification to this Agreement must be in writing and be executed
by the parties hereto.
27. Authorized Representative. The undersigned representative of Professional, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Professional for the purposes of executing this Agreement and that he/she has
full and complete authority to enter into this Agreement for the terms and conditions specified
herein.
28. Mutual Waiver. Excepting indemnity claims under Section 8 of this Agreement and except
as covered by the insurance policies required pursuant to Section 9 of this Agreement and to the
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fullest extent permitted by law, neither City, the Professional, nor their respective personnel shall
be liable for any consequential, special, incidental, indirect, punitive, or exemplary damages, or
damages arising from or in connection with loss of use, loss of revenue or profit (actual or
anticipated), loss by reason of shutdown or non -operation, increased cost of construction, cost of
capital, cost of replacement power or customer claims, and City hereby releases the Professional,
and the Professional releases City, from any such liability.
29. Limitation. In recognition %J the relative 1-isks and benefits of the project to both the City
and Professional, City hereby agrees, with the exception of indemnity claims under Section 8 of
this Agreement, that Professional's and its personnel's total liability under the Agreement shall be
limited to three hundred percent (300%) of Professional's fee set forth in Exhibit A.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement of which shall be deemed an original on the date first written
above.
CITY OF ��,bCOLORADO:
Lpt G fM&W
7753E0500940430.1.
[Signature]
By:
Pete Strecker
[Name]
Title:
City Manager
Date: 1 /14/2026 � 1:10:42 PM MST
DocuSigned by:
�.
•
Attorneyity
PROFESSIONAL:
Signed by:
By: Ma 3i Fli�ahPth Mach
Mary Elizabeth Mach
Title: West Region Director
Date: 1/2/2026 � 1:42:09 PM MST
Agreement Professional Services Page 10
Docusign Envelope ID: 36D4B266-D81 C-4999�927E-2AOE523658C3
EXHIBIT A
(SCOPE OF SERVICES)
GENERAL
Generally, the scope of services includes construction support services the City of Aspen (Owner)
Water Treatment Facility (WTF) Campus Improvements. The current scope includes detailed
construction administration services, startup support services, and onsite construction observation
services for the Construction Manager at Risk (CMAR) delivery of this project.
1. TASK 1.1 & 2.1 —CONSTRUCTION A®MINISTRATION SERVICES
During the construction phase of work, Garver will do the following:
A. Attend progress/coordination meetings with the Owner/Contractor for the 35®month
construction period.
S. Communicate and coordinate daily with the City's selected construction observer, including
reviewing reports and providing clarifications.
C. Evaluate and respond to construction material submittals and shop drawings. Corrections
or comments made by Garver on the shop drawings during this review will not relieve
Contractor from compliance with requirements of the drawings and specifications. The check
will only be for review of general conformance with the design concept of the Project and
general compliance with the information given in the contract documents. The Contractor will
be responsible for confirming and correlating all quantities and dimensions, selecting
fabrication processes and techniques of construction, coordinating his work with that of all
other trades, and performing his work in a safe and satisfactory manner. Garver's review shall
not constitute approval of safety precautions or constitute approval of construction means,
methods, techniques, sequences, procedures, or assembly of various components. When
certification of performance characteristics of materials, systems or equipment is required
by the Contract Documents, either directly or implied for a complete and workable system,
Garver shall be entitled to rely upon such submittal or implied certification to establish that
the materials, systems or equipment will meet the performance criteria required by the
Contract Documents. The fee is based on approximately 500 estimated submittals.
D. Issue instructions to the Contractor on behalf of the Owner and issue necessary
clarifications (e.g., respond to RFIs) regarding the construction contract documents. The
fee is based on approximately 100 estimated RFIs.
E. Review up to 36 of the Contractor's progress payment requests based on the actual
quantities of contract items completed and accepted and make a recommendation to the
Owner regarding payment. Garver's recommendation for payment shall not be a
representation that Garver has made exhaustive or continuous inspections to (1) check the
quality or exact quantities of the Work; (2) to review billings from Subcontractors and
material suppliers to substantiate the Contractor's right to payment; or (3) to ascertain how
the Contractor has used money previously paid to the Contractor.
F. When authorized by the Owner, prepare change orders for changes in the work from that
originally provided for in the construction contract documents. If redesign or substantial
engineering or surveying is required in the preparation of these change order documents,
the Owner will pay Garver an additional fee to be agreed upon by the Owner and Garver.
The fee is based upon reviewing approximately 10 estimated contract modification
requests and preparing up to 8 change orders.
G. Participate in final project inspection, prepare punch list, review final project closing
documents, and submit final pay request.
H. Provide a maximum of three days of survey crew time for field checking quantities and
contractor's layout and to inform the final record drawings.
Exhibit A -Scope of Services
1 of 4
Aspen WTF Improvements
Construction Phase
Docusign Envelope ID: 36D4B266-D81 C-4999-927E-2AOE523658C3
I. Provide record drawings incorporating any change orders, field changes, and Contractor
revisions.
2. TASK 1.2 & 2.2 —CONSTRUCTION OBSERVATION
Construction observation services will be provided by Carver's Resident Project Representative, who
will provide the following:
A. Attend progress/coordination meetings with the Owner and Contractor.
B. Maintain a file of quantities incorporated into the work and a set of working drawings.
Prepare and furnish record drawings.
C. Provide full-time resident construction observation services for the 35-month
construction contract performance time.
D. Keep daily work reports which note hours worked on the project site, weather conditions,
list of visitors, and number of men and type of equipment working.
E. Coordinate with the firm providing construction materials quality assurance testing under
separate contract with the Owner.
F. Review material testing reports.
G. Participate in final project inspection, prepare punch list, review final project closing
documents, and submit final pay request.
The contract will require full-time observation. Garver anticipates that this inspection will be addressed
with a single Resident Project Representative, with additional inspection manpower as needed. The
proposed fee is based on up to 10 hours per day, 6 days per week, during the 35-month construction
contract performance time. If the construction time extends beyond the time established in this
agreement or if the Owner wishes to increase the time or frequency of the inspection, the Owner will
pay Garver an additional fee agreed to by the Owner and Garver.
In performing construction observation services, Garver cannot guarantee the performance of the
Contractor(s), nor be responsible for the actual supervision of construction operations, the means,
methods, techniques, sequences, or procedures of construction selected or used by the Contractor(s), or
for the safety or security measures that the Contractor(s) takes or should take. However, if at any time
during construction Garver observes that the Contractor's work does not comply with the construction
contract documents, Garver will notify the Contractor of such non-compliance and instruct him to correct
the deficiency and/or stop work, as appropriate for the situation. Garver will also record the observance,
the discussion, and the actions taken. If the Contractor continues without satisfactory corrective action,
Garver will notify the Owner immediately, so that appropriate action under the Owner's contract with
the Contractor can be taken.
3. TASK 2.3 —START-UP SERVICES
3.1. TASK 2.3.a — ON -SITE START-UP SUPPORT
A. GARNER will provide up to 200 hours of on -site startup support. This effort will support
operations staff and Contractor in startup of unit processes, optimizing control setpoints,
and providing process operation guidance.
3.2. TASK 2.3.b — O&M MANUAL
A. GARNER will develop an O&M manual for the designed improvements and conduct a
classroom training session over two (2) days with Owner's staff covering the O&M Manual.
The O&M manual will include the following items for each process that is scoped for
improvements in this project.
a. Process Description and Flow Diagrams
Exhibit A -Scope of Services
2of4
Aspen WTF Improvements
Construction Phase
Docusign Envelope ID: 36D4D266-D81 C�4999-927E�2AOE523658C3
c
d
e.
4. EXTRA WORK
Equipment Information
Process Control Description
Troubleshooting list
Equipment O&M Information (As submitted by the Contractor)
The following items are not included under this Agreement but will be considered as extra work:
A. Redesign for the Owner's convenience or due to changed conditions after previous
alternate direction and/or approval.
B. Submittals or deliverables in addition to those listed herein.
C. Preparation of a Construction Stormwater Discharge Permit. The construction contract
documents will require the Contractor to prepare, maintain, and submit a Construction
Stormwater Discharge Permit to CDPHE.
D. Construction materials testing.
E. Services after construction, such as warranty follow-up, operations support, other than
described herein.
�. Services necessitated by errors, omissions, or inaccuracies in information provided or
specified by Owner or a separate consultant of Owner, including the Contractor(s).
G. Special inspections during construction, including but not limited to those required per the
International Building Code (IBC) or other special inspections per the authority having
jurisdiction (AHJ).
Extra Work will be as directed by fihe Owner in writing for an addition fee as agreed upon by the Owner
and Garver.
5. SCHEDULE
Garver shall begin work under this Agreement concurrently with construction mobilization and shall
endeavor to complete the work in accordance with the schedule below:
Phase Description
Calendar Days
Task 1.1
—Construction
Administration
10 months from
Early Works Package Notice to
Services
Proceed
Task 1.2
—
Construction Observation
10 months from
Early Works Package Notice to
Proceed
Task 2.1
—
Construction Administration
Services
25 months from
Balance of Plant Notice to Proceed
Task 2.2
—
Construction Observation
25 months from
Balance of Plant Notice to Proceed
Task 2.3
—
Start -Up Services
On
-Site Start -Up Support
Within 30 days of startup of each major facility
O&M
Manual
90 days after of
substantial completion of the entire
construction contract
6. FEE
Garver can complete the work on a time and materials basis for a fee of $4,230,530. The project may
be separated into two phases corresponding with the Contractor's Early Work Package and Balance of
Exhibit A -Scope of Services
3of4
Aspen WTF Improvements
Construction Phase
Docusign Envelope ID: 36D4B266-D81 C 4999-927E-2AOE523658C3
Plant Package. A fee summary for the two phases is provided below, and a detailed level of effort
estimate is included as Exhibit B. The project will be billed initially and through the end of 2026
according to the rate schedule included in Exhibit B. Rates will be escalated 6% annually starting in
January 2027. Expenses will be billed at cost plus a ten percent administrative fee, with the exception
of the Resident Project Representative's meals and lodging, which will be billed according to the per
diem rates shown in Exhibit B.
Aspen WTF Improvement Construction Phase Services
Garver Fee Summary
Phase 1 - Early Work Package
Estimated Fees
TASK 1.1 - CONSTRUCTION ADMINISTRATION SERVICES
$ 279,054
TASK 1.2 - CONSTRUCTION OBSERVATION
$ 7507258
Subtotal for Early Work Package
$ 1,029,312
Phase 2 - Balance of Plant
Estimated Fees
TASK 2.1 - CONSTRUCTION ADMINISTRATION SERVICES
$ 11067,996
TASK 2.2 - CONSTRUCTION OBSERVATION
$ 1,961,462
TASK 2.3 - START-UP SERVICES
$ 171,810
Subtotal for Balance of Plant
$ 31201,268
Total All Services
$ 4,230,580
Exhibit A -Scope of Services
4of4
Aspen WTF Improvements
Construction Phase
Docusign Envelope ID: 36D4B266-D81 C-4999-927E-2AOE523658C3
Exhibit B
City of Aspen
WTF Improvements Construction Phase Services
Garver Hourly Rate Schedule Through December 2026*
Classification Rates
Engineers / Architects
E-1 $ 165.00
E-2 $ 193.00
E-3 $ 216.00
E4 $ 252.00
E-5 $ 307.00
E-6 $ 376.00
E-7 $ 536.00
Planners
P-1 $ 205.00
P-2 $ 255.00
P-3 $ 305.00
P4 $ 357.00
P-5 $ 392.00
Designers
D-1 $ 152.00
D-2 $ 170.00
D-3 $ 209.00
D4 $ 245.00
D-5 $ 302.00
D-6 $ 318.00
Technicians
125.00
T-2 $ 144.00
T-3 $ 182.00
T4 $ 228.00
Surveyors
S-1 $ 76.00
S-2 $ 100.00
S-3 $ 136.00
S4 $ 186.00
S-5 $ 243.00
S-6 $ 277.00
S-7 $ 338.00
S-8 $ 415.00
2-Man Crew (Survey) $ 286.00
3-Man Crew (Survey) $ 359.00
2-Man Crew (GPS Survey) $ 361.00
3-Man Crew (GPS Survey) $ 438.00
Construction Observation
C-1 $ 143.00
C-2 $ 180.00
C-3 $ 224.00
C4 $ 279.00
C-5 $ 345.00
Agreement for Professional Services
WTF Improvements Construction Phase Services
Classification Rates
Resource Specialists
RS-1 $ 136.00
RS-2 $ 180.00
RS-3 $ 241.00
RS4 $ 349.00
RS-5 $ 436.00
RS-6 $ 536.00
RS-7 $ 583.00
Environmental Specialists
ES-1 $ 135.00
ES-2 $ 171.00
ES-3 $ 219.00
ES4 $ 247.00
ES-5 $ 313.00
ES-6 $ 414.00
ES-7 $ 506.00
ES-8 $ 572.00
Project Controls
PC-1 $ 138.00
PC-2 $ 184.00
PC-3 $ 233.00
PC4 $ 298.00
PC-5 $ 365.00
PC-6 $ 471.00
PC-7 $ 576.00
Management /Administration
AM-1 $ 97.00
AM-2 $ 121.00
AM-3 $ 172.00
AM4 $ 212.00
AM-5 $ 273.00
AM-6 $ 338.00
AM-7 $ 443.00
M-1 $ 647.00
Per Diem
Meals $92/Day
Lodging $165/Day
Travel $0.70/Mile
*The project will be billed initially and through the end of
2026 according to the rate schedule shown in this Exhibit
B. Hourly labor rates will be escalated 6% annually starting
in January 2027.
Garver Project No. 2502405
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