3741.pdf

REQUEST FOR PROPOSAL (RFP)

OPERATION, MAINTENANCE AND MANAGEMENT

(ORC) SERVICES FOR WATER AND WASTEWATER TREATMENT

& RECLAIMED IRRIGATION FACILITIES

Request for Proposal No: 2024-002

Date of Issue: SEPTEMBER 25, 2024

Proposal Closing Date and Time: OCTOBER 25, 2024 at 12 Noon MST

Proposal to be electronically received by the Town PRIOR TO Proposal Closing Date and Time above.

CONTACT:

Janell Sciacca, Town

Administrator 901 Main Street, POB 267

Fairplay, CO 80440 jsciacca@fairplayco.us

THIS REQUEST FOR PROPOSAL (“RFP”) IS NOT A COMPETITIVE BID BASED

ON PRICE ONLY. The request for proposal allows the Town of Fairplay, Colorado (the “Town”) to select the service provider that best meets the needs of the Town, taking into consideration proposer qualifications, price, products, and service capabilities and other factors relevant to the Town’s policies, programs, administrative resources, and budget.

This RFP has been advertised on the following websites:

http://www.RockyMountainBidSystem.com https://www.fairplayco.us/rfps

The Town of Fairplay, Colorado (Town) is seeking Proposals from firms interested, experienced and knowledgeable in providing full-service operations, maintenance and management of the Water and Wastewater Treatment Plants and the Reclaimed Water Irrigation system (collectively the “Facilities”) as described in this document. This RFP is intended to gather pertinent information concerning the ability of contractors to meet the needs of the Town of Fairplay.

The Town is interested in establishing an ongoing relationship with a contractor to ensure high quality, necessary, timely, and cost-efficient Water Treatment Facility and Wastewater Treatment Facility Operation services. We expect that the contractor chosen will be experienced in the type of operations services required on an ongoing basis by water and wastewater service providers in Colorado and have a complete understanding of all rules and regulations of the Colorado Department of Public Health & Environment.

Interested firms are invited to submit three (3) hard copies and one (1) electronic copy of your proposal by 12:00 Noon, Friday, October 25, 2024 to:

Janell Sciacca, Town Administrator Town of Fairplay

901 Main Street, POB 267 Fairplay, CO 80440 719-836-2622 ext. 5 jsciacca@fairplayco.us

A mandatory pre-proposal meeting is scheduled for Wednesday, October 16, 2024, 2:00 PM at Fairplay Town Hall. Questions or requests for additional information should be forwarded in writing by 4:00 p.m. on Friday, October 11, 2024 to Janell Sciacca at jsciacca@fairplayco.us.

1.0 Introduction

This RFP, issued in accordance with the provisions of the laws of the State of Colorado, invites firms to submit proposals describing their qualifications to provide the services described. Subject to approval by the Town, this will be an annual contract to be in effect from January 1, 2025 through December 31, 2025 with options for renewal for three (3) additional consecutive one year terms.

1.1 Background and Objectives

The Town is interested in maximizing benefits for its citizens from this effort and views the intended relationship as a partnership venture in which the issues are quickly and fairly resolved to the mutual benefit of the Town, its taxpayers and the successful respondent. The Town and the successful respondent shall enter into a mutually binding operation, maintenance and management agreement addressing the topics contained in this document. The Town therefore reserves the right to expand the scope of services to include additional or decreased responsibilities.

The Town is currently and will continue contracting the operation of the Facilities with an outside entity experienced in operating these types of systems. The objectives of these operations include, but are not limited to:

Cost effectively managing, operating, and maintaining the Facilities

Operating Facilities in full compliance with local, state, and federal regulations and statues

Providing technical assistance to address the Town's existing assets, future capital projects, Town and regulatory issues

Removing the Town's day-to-day burden of operating the Facilities

Assisting with capital projects, repairs and improvements to the Facilities (includes bypass pumping and occasional oversight)

Full-service contract operations require the respondent to provide all Facilities operation and maintenance staff. The respondent will be responsible for:

All aspects of facility management, operation and maintenance and for all costs including hiring, training and administering all personnel-related issues.

Maintaining all land, buildings, improvements and permanent equipment.

Equipment maintenance shall be performed by the respondent in accordance with manufacturer’s recommendations, and the respondent will be required to provide proof thereof to the satisfaction of the Town.

Required capital expenditures will continue to be the responsibility of the Town.

Utility costs are not to be included in the scope or associated pricing.

The Town's ultimate objectives for operation of the current and future Facilities is to select a respondent who will provide a strong technical support team, ensure the Facilities operate in compliance with all relevant regulations, improve maintenance and provide efficiencies. The Town wishes to work with the chosen contractor to reduce energy consumption and reliance on fossil fuels at the Facilities. In addition, the Town wants to reduce its exposure to risks from possible operator errors related to compliance and safety.

1.2 Overview of Services

The Town is seeking a qualified firm capable of providing operation, maintenance, management and other related services for the Facilities. This may include, but not be limited to, provision of:

Labor and benefits

Order and coordinate delivery of all chemicals at all the Facilities

Laboratory, analytical services, including sampling to resolve customer complaints o Proposer shall have an approved QA/QC program

Routine and Corrective Maintenance of Facilities and associated equipment o Routine and Corrective Maintenance records will be maintained on a computerized maintenance management system and the Town may request reports at anytime

Reporting to regulatory agencies o Prepare all reports required by regulatory agencies o All reports will be reviewed and signed by the Town’s designated representative

Management of the operations o Operations records will be maintained in accordance with state regulations o The proposer shall utilize a data base software for process control items equivalent to the one currently used by contractor. All records shall have an instantaneous backup system secured off-site

Maintain an acceptable appearance of all facilities o Facilities shall not be used for junk storage and shall be kept orderly and clear of loose obstacles, excess mud and dirt and in good appearance to the public.

Maintenance and Development of SCADA /Telemetry System o Proposer will be responsible for maintaining current telemetry service in all locations and any license requirements for radios and software. All software and hardware for the telemetry system shall remain the property of the Town o The proposer shall be responsible for supplying and managing professional personnel (whether in-house or via subcontract) to maintain both the software and hardware components of the system o The Town shall have remote read access to the SCADA system 24/7.

The respondent will be responsible for satisfying the State of Colorado regulatory requirements and for operating, maintaining and managing the Facilities in compliance with all other applicable local, state and federal laws and regulations.

Services for the operation, maintenance and management of the Facilities shall be provided in a safe, secure, effective and efficient manner.

1.3 Description of the Facilities

The following sections describe the Facilities to be operated, maintained and managed. Conveyance, collection and distribution lines will be maintained by the Town and are not to be included in this proposal. All equipment at each facility will be covered under the RFP unless noted otherwise by the Town.

1.3.1 Wastewater Treatment Plant (WWTP)

The wastewater treatment plant is located at 1507 County Road 16, Fairplay, CO.

80440. The WWTP has been treating the town’s wastewater since 1970, with a major expansion in 2007 and another minor upgrade in 2016. The WWTP has a design capacity of 0.3 MGD and 880 lbs BOD5/day. Current flow to the plant is an average daily flow of 0.096 MGD. The wastewater treatment plant is operated under NPDES Permit # CO0040088 and consists of the following processes:

Headworks

The headworks consists of primary and bypass screens. The primary screen is a mechanical, channel-mounted stair screen with 14-inch spacing. The mechanical screen develops a mat of material that slowly moves up the screen by means of a cyclical stair-action mechanism. The design velocity of the mechanical screen is 2.5 feet per second at peak flow conditions, with the slope of the screen set at 57 from the horizontal. The screenings then fall into a washing press from the top of the screen, where the solids are washed, dewatered and conveyed to a container for removal from the site. The bypass screen consists of a manual bar rack with I-inch spacing that requires manual raking to convey the screenings to the container. The slope of the manual bar screen is 45 to allow for ease of raking debris from the bar. The influent is routed to the primary or bypass screens via a system of gates in concrete channels.

Grit removal is accomplished with a stationary grit removal chamber, which conveys de-gritted wastewater to the influent flume via gravity. Grit slurry is pumped from the bottom of grit chamber to a grit washer and grit classifier, where the grit is washed, dewatered and conveyed to a container for removal from the site. The wash water will be returned to a point upstream of grit chamber. A bypass channel provides a means to convey flow from either the primary or bypass screens to the influent flume approach channel if grit removal equipment is out of service. The mechanical screen is sized for a screenings capacity of up 49 cu. ft. per hour under continuous service conditions.

Secondary Treatment

This is a conventional integrated fixed-film activated sludge process (IFAS). The IFAS includes two trains of aeration tanks totaling 126,000 gallons of total tank volume.

Influent is pumped from the headworks to the Anoxic splitter box where flow is split into the two aeration tank trains. Each aeration tank is fitted with a moving bed biological treatment system that includes an air bubbler system, biofilm carrier elements and biofilm screens. An internal recycle system splits influent at the outlet splitter structures by gravity from the aeration tanks back to the head of the anoxic splitter box. This flow is mixed with the RAS return. Influent is discharged from the aeration tanks to the secondary clarifiers through splitter structures. Each train has one influent location off of the Headworks, one Return Activated Sludge (RAS) pumps, one internal recycle pump, a mixer, and one effluent control point at a splitter structure.

Blower Room

Blowers operated on variable frequency drives the required source of oxygen for the IFAS aeration tanks.

Secondary Clarification

Two rectangular secondary clarifiers collect and settle out solids from the IFAS aeration tank trains. The mechanism in a rectangular clarifiers consists of a non-metallic chain and flight. As the chain and flight rotates, vertically, the flights push the solids to a collection point at one end of the clarifier basin. The clarified effluent passes over a weir located at opposite end of the basin as the inlet.

RAS/WAS Pumps

The RAS/WAS pumps utilize two pumps for each sludge pumping duty. Under normal operations the RAS and process water is pumped to the head of the secondary treatment at the anoxic tank splitter. The WAS is removed from the RAS discharge and pumped to the solids handling pond.

Ultraviolet Light (UV) Disinfection)

Effluent discharge from the secondary clarifiers are disinfected prior to discharge into a tributary of the Middle Fork of the South Platte River with two 8-inch diameter fully enclosed UV disinfection systems capable of providing disinfection at an effluent flow rate of 0.8 MGD.

River Outfall

The Middle Fork of the South Platte River outfall is located south of the WWTP.

Solids Handling

Waste Activated Sludge (WAS) Holding Facilities

The WAS is split from the RAS system and pumped to the holding pond for processing and disposal. The pond is lined with 45-mil polyproprolene liner and has a capacity of 624,000 gallons at an operating depth of 12-feet.. The pond is aerated by aspirating aerators. A supernatant decant system draws off the upper liquid waste at depths of 1.5-feet and 4.5-feet and pumps the supernatant to the influent of the headworks grinder.

Disposal and Final Biosolids Material

Material is tested to ensure that it meets the requirements of Class A Bio-solids.

Product is then transported off-site by a vendor contracted by the Town.

Sewage Lift Station

Lift Station

The sewer system includes one lift station along the middle fork of the South Platte River. The lift station includes two 5 horsepower sewage pumps rated at 206 gpm each. With a peak demand flow at the pump station estimated at 12,000-16,000 gpd, the demand at the lift station is approximately 2% of the capacity, based on the peak flow data.s.

1.3.2 Water Treatment Plant (WTP), Transmission Pumping, and Storage

The WTP is located off Beaver Creek Road approximately 1.4 miles north and west of the Town limits. and has a rated design capacity of approximately 0.5 MGD.

Treatment at the WTP includes sodium hypochlorite and cartridge filtration. The WTP has an average daily flow of 0.1 MGD. The water system is operated under PWSID CO0147020. Water is supplied to the WTP from three groundwater wells, one groundwater well that has been classified as groundwater under the direct influence of surface water (GWUDI) by CDPHE, and an infiltration gallery that also has a GWUDI classification. The following describes the processes at the plant:

Influent Flow and Measurement

Raw water from the infiltration gallery enters the WTP through an 8-inch electromagnetic meter. Raw water from the remaining wells enters the WTP through 3-inch HDPE/PVC and flow is metered with insertion magmeters.

Filters influent raw water entering the WTP from the GWUDI sources (infiltration gallery and Well 4) are pumped through two trains of pleated cartridge filter housings. Each filter train consists of a pre-filter that filters out coarse sediment and a compliance filter providing sub micron filtration..

Booster Pump

Raw water is pumped through the filter housings from the infiltration gallery through a 10 hp centrifugal in-line booster rated at 200 gpm at 120 feet of pressure head.

Disinfection: Sodium Hypochlorite

The 0.5 MG on-site storage tank provides contact time for adequate disinfection for viruses. Discharge from the WTP is dosed with sodium hypochlorite prior to entering the tank.

Pumping Stations

The town maintains one pump station located on the north corner of 2nd Street and Main Street. This pump station supplies water to the heights tank. The pump station was installed in 2012.

Potable Water Storage Tanks

The Town has two (2) treated storage tanks. There is a 0.5 MG below grade, concrete tank on the WTP site and a 0.15 MG above grade tank north of town in the Heights neighborhood. These tanks are equipped with radio telemetry and SCADA connectivity.

1.4 Equipment Owned by the Town

All land, buildings, improvements, and permanent equipment which are presently in place or new Facilities which may be added by construction projects shall remain or become the property of the Town. Should the respondent fund any facility improvements at the request and with the approval of the Town, such Facilities shall become the Town's after completion of the repayment schedule. All existing Facilities shall be made available to the respondent for its use in providing the services under the agreement.

The respondent shall maintain all land, buildings, improvements, and permanent equipment that are within the scope of the agreement. Treatment equipment maintenance shall be performed by the respondent in accordance with manufacturer's recommendations or best industry practices and the respondent will be required to provide reasonable proof thereof. All treatment equipment, chemicals, and spare parts provided by the Town on and after the contract date, including any permanent equipment, chemical, or spare parts ordered by the company or the Town for the Facilities, shall be deemed to be owned by the Town and shall remain part of the Facility upon termination or expiration of the agreement. All such equipment, including rolling stock, shall be in good operating condition. All property and equipment, including rolling stock, spare parts and chemicals, designated for disposal or replacement shall be replaced or disposed of as defined in the agreement.

2.0 Description of Procurement Process

This RFP will provide the basis for selecting the respondent with whom the Town expects to enter into an agreement. The Town reserves the right to reject any and all pricing proposals. The Town will evaluate all responsive pricing proposals containing the information requested and prepared in the format required by this RFP.

2.1 Procurement Process and Schedule

A summary of the procurement schedule of the major activities associated with this solicitation process is presented below. This schedule is based on the Town's intent to enter into an agreement with the selected respondent by December, 2024.

Activity Date

Pre-Bid Meeting* to Discuss Scope of RFP (Mandatory) & Site evaluation/ Facility Tours by Respondents (Appointment Only)

October 16, 2024

Questions/Clarifications Request deadline October 11, 2024

Submit RFP’s to Town Hall October 25, 2024

Town Board Interview / Action November 4, 2024

Award contract November 4, 2024

Contractor begins operations January 1, 2025

*The Pre-Proposal Meeting is MANDATORY for all respondents.

2.2 Town Rights and Options

The Town, at its sole discretion, reserves the following rights:

To supplement, add to, delete from and change this document

To change or alter the schedule for any events associated with this procurement upon notice

To determine which respondent, if any, should be selected for negotiations

To reject any or all pricing proposals or information received pursuant to this

RFP

To supplement, amend, substitute or otherwise modify this RFP at any time

To conduct clarification discussions, at any time, with one or more proposers

To receive questions concerning the RFP from proposers and to provide such questions, and the Town's responses, if any, to all proposers

To cancel this RFP with or without the substitution of another RFP or procurement process

To request additional data or information after the submittal date, if such data or information is considered pertinent, in the Town's sole view, to aid the review and selection process

To conduct investigations with respect to the qualifications and experience of each Respondent

To visit and examine any of the Facilities referred to by the proposer in its proposal and to observe and investigate the operations of such Facilities

To take any action affecting the RFP or the services or Facilities subject to this RFP that would be in the best interests of the Town

To require one or more respondents to supplement, clarify or provide additional information in order for the Town to evaluate the proposals submitted

To waive any defect or technicality in any RFP received

To reject any portion of any submittal and/or reject all submittals, to waive any informalities or irregularities in the submittals or to re-advertise

All pricing proposals become the property of the Town and will not be returned

Neither the Town, its staff, its representatives, nor any of its consultants or agents will be liable for any claims for damages resulting from the solicitation, collection, review, or evaluation of responses to the RFP.

2.3 Expense of Submittal Preparation

The Town accepts no liability for the costs and expenses incurred by the Respondents in responding to the RFP, preparing responses for clarification, attending interviews, participating in contract development sessions or meeting and presentations required for the contract approval process. Each Respondent that enters into the procurement process shall prepare the required materials and submittals at its own expense and with the express understanding that they cannot make any claims whatsoever for reimbursement from the Town for the costs and expenses associated with the procurement process.

2.4 Information Disclosure to Third Parties

The public disclosure of the contents of each pricing proposal submitted in response to this RFP is generally governed by Colorado state statutes. By responding to this RFP, respondents waive any challenge to the Town's decisions in this regard.

If any submittal contains confidential technical, financial or other types of information, the respondent must clearly label the specific portions sought to be kept confidential and specify the exemption that the respondent is relying upon. Marking all or substantially all of a response as confidential may result in the response being considered non-responsive by the Town.

Notwithstanding the foregoing, respondents recognize and agree that the Town will not be responsible or liable in any way for any losses that the Respondent may suffer from the disclosure of information or materials to third parties.

2.5 Questions/Clarification Request

No interpretation or clarification of the meaning of any part of this RFP will be made orally to any respondent. Respondents must request such interpretation or clarification in writing from the Town. If any respondent has questions concerning the proposed project, finds discrepancies or omissions in the solicitation document or otherwise requires clarification, such matters should be submitted in writing no later than 5:00 p.m. Mountain Time on Friday, October 11, 2024 to:

Town of Fairplay Email: jsciacca@fairplayco.us Janell Sciacca Phone: 719-836-2622 ext. 5 901 Main Street Fairplay, CO 80440

Only e-mailed contacts will be acknowledged. Any and all such interpretations and supplemental instructions will be made in the form of written addenda which will be sent to all recipients of the RFP and shall become part of this RFP. Copies of all questions and answers, and any addenda to supplement the RFP, will be sent by email or U.S. Mail to each respondent no later than three days prior to the pricing proposal due date. Only formal written responses to properly submitted questions will be binding. Contact with Town officials (other than Janell Sciacca, Town Administrator) is not allowed and will be considered as grounds for disqualification from the selection process.

2.6 Equal Opportunity Requirements

The selected respondent, in the performance of all services, will not discriminate on grounds of race, color, religious creed, national origin, age, sex or handicap in employment practices in the selection or retention of subcontractors, or in the procurement of materials and rentals of equipment.

2.7 Evaluation Criteria

The Town Staff and Board will make its decision based on information gathered during the procurement process and evaluation criteria outlined in this section.

i. Technical competence

ii. Qualifications of personnel

iii. Experience of Firm

iv. Experience working with similar facilities

v. Overall abilities of Firm to provide backup and additional services

vi. Impression of proposal including organization, clarity, conciseness and thoroughness.

vii. Price/Value of proposed services.

2.8 Professional Services Agreement

The selected respondent will be expected to enter into an agreement with the Town.

Included in this package is a sample of the standard “Professional Services Agreement” used by the Town. Prospective respondents are requested to review this document and comment on any areas of objection in their proposals.

3.0 Submittal Requirements

3.1 General Instructions and Submittal Deadline

Respondents are requested to submit

Three (3) hard copies and one (1) electronic copy of their proposal in response to this RFP; and

One (1) pricing proposal contained in a separate sealed envelope no later than 5:00 p.m. Mountain Time on Friday, October 25, 2024 to:

Office of the Town Administrator/Clerk Fairplay Town Hall Attention: Janell Sciacca 901 Main Street, POB 267 Fairplay, CO 80440

The package shall be sealed and clearly marked "SEALED PROPOSAL-

OPERATION, MAINTENANCE AND MANAGEMENT OF WATER AND

WASTEWATER TREATMENT FACILITIES."

3.2 Proposal Content and Organization

The proposals must provide the following information and be organized into sections that include at least the following:

Cover Letter

Company Experience

Current and Previous Operations & Maintenance Contracts

Plan for staffing

References

Pricing Proposal (contained in a separate sealed envelope)

Narrative pages are to be 8 ½ x 11 inches and all materials shall be bound into one volume. Use of three-ring binders is discouraged. A clear and concise presentation of information is encouraged. Respondents are required to organize the information requested in this RFP in accordance with the format outlined. Failure of the respondent to organize the information required by this RFP as outlined may result in the Town, at its sole discretion, disqualifying the respondent from further consideration.

3.2.1 Cover Letter

The proposal must include a letter of transmittal attesting to its accuracy. The cover letter should provide a background of your company, including size, date established, office location and the resume of the Operator in Responsible Charge (ORC) proposed for this contract. The letter shall be signed by an official that has the authority to contract with the Town.

3.2.2 Company Experience

Information on the company’s experience as it relates to the operation and maintenance of the following areas:

i. Water Treatment Facilities, including plant capacity, treatment processes used and laboratory functions.

ii. Wastewater Treatment Facilities, including plant capacity, treatment processes used and laboratory functions.

iii. Reclaimed and Irrigation Facilities for irrigation of commercial and public lands, including capacity of systems operated and the complexity of the systems related to required coordination with other parties and treatment plants.

iv. Sewage lift stations including a description of the capacity and pump configurations, i.e., submersible versus dry wells.

v. Water pumping stations and facilities including capacity and type, i.e., in-line booster stations versus surface water pumping stations.

vi. Water Reservoirs and associated inlet, outlet and overflow structures. Include capacity (acre feet) of reservoirs operated.

vii. SCADA and associated telemetry systems

3.2.3 Current and Previous Operations & Maintenance Contracts

Include a list of municipalities or Towns that the firm currently or has previously provided services for, if any, with the date of representation for each. Include a brief summary of the firm’s duties and responsibilities for each municipality or Town listed.

3.2.4 Plan for Staffing.

Provide a brief summary of how the firm would plan to provide staff resources to the Town, and include resumes of the additional employees who would be assigned to the Town to assist the ORC. The ORC shall generally provide coverage during the standard 40-hour work week. Staffing shall be required to provide additional support including weekends and occasional evening and overnight coverage.

Operator in Responsible Charge, ORC - Must have at a minimum of an ‘A’ level water and wastewater operator certification and a ‘B’ level water and wastewater lab certification and as required by the Colorado Department of Public Health & Environment (CDPHE). The ORC must have a minimum of a class 4 distribution system license in water and a minimum of a class 4 collection system license in wastewater. The proposal shall exhibit a minimum of 5 years management and supervisory experience of each individual being proposed.

Lead Operator- Must have at a minimum of ‘B’ level water and wastewater operator certification and a ‘C’ level water and wastewater lab certification.

Town will allow six (6) months for obtaining at least one ‘B’ certification and one extension if requested, with approval of the Town.

Operators- Must have at a minimum of ‘C’ level water and wastewater operator certification and a ‘C’ level water and wastewater lab certification if performing any tasks in the lab. Town will allow one (1) year for obtaining at least one ‘C’ certification and one extension if requested, with approval of the Town.

3.2.5 Pricing Proposal

i. Provide a proposed rate schedule for monthly services provided as described in Sample Professional Services Agreement, Exhibits A-B Scope of Services, and itemized on Exhibit C – Rate Schedule.

ii. A sample invoice

iii. Summary of the company’s billing practices

iv. Billing rates for any support personnel

v. Billing rates for additional services and equipment (jet trucks, TV inspections of buried utilities, grease trap inspections, laboratory testing and deliveries, material markup (not to exceed 10%), etc.)

3.2.6 References

The Town is requesting all respondents provide five (5) references, at least three (3) of which shall be in the state of Colorado. The Town intends to contact references for the purpose of the selection process.

SAMPLE AGREEMENT FOR SERVICES

THIS AGREEMENT FOR SERVICES (the "Agreement") is made and entered into this ____ day of ________________, 2024 (the "Effective Date"), by and between the Twon of Fairplay, a Colorado municipal corporation of the State of Colorado (the “Town”) with an address of 901 Main Street, Fairplay, Colorado 80440 (the "Town"), and ______________("Contractor") (each individually a "Party" and collectively the "Parties").

WHEREAS, the Town requires services; and

WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required services.

NOW THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. SCOPE OF SERVICES

A. Contractor shall furnish all labor and materials (with the exception of materials as specified in the Scope of Services) required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibits A - B, attached hereto and incorporated herein by this reference.

B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action.

II. TERM, TERMINATION AND RENEWAL

A. Initial Term. This Agreement shall commence on January 1, 2025, and shall terminate on December 31, 2025 (the "Initial Term"). Contractor shall commence work as set forth in the Scope of Services, and except as may be changed in writing by the Town, the Scope of Services shall be complete and Contractor shall furnish the Town the specified deliverables as provided in the Scope of Services.

B. Adjusted Bid Schedule. On or before November 1 of each year that this Agreement is in effect, Contractor shall deliver to the Town a copy of the price breakdown set forth in the Bid Schedule adjusted as follows (the "Adjusted Bid Schedule"):

1. The prices set forth in the Bid Schedule for the initial year of this Agreement shall constitute the Base Prices.

2. The Base Prices may be adjusted in an amount not to exceed the percentage change (up or down) of the Consumer Price Index for All Urban Consumers (CPI-U) in the Denver-Boulder-Greeley area from the most recent non-seasonally adjusted data available for aforementioned index on the Effective Date to the most recent non-seasonally adjusted data available for the index on July 1 of the year in which the Adjusted Bid Schedule is delivered to the Town.

By way of example only: If the most recent data available for the CPI- U for the Denver-Boulder-Greeley area shows an index of 213.9 for June 30th of the previous year and if the most recent data available for June 30th of the current year shows an index of 221.5, the increase is 3.6 percent. As such, the amounts on the Adjusted Bid Schedule may be increased by no more than 3.6 percent.

C. Renewal Option. The Town shall have the option to renew this Agreement for an additional 1-year term by providing written notice of renewal to Contractor no later than 30 days after Contractor provides the Town with the Adjusted Bid Schedule each year, for up to 3 additional 1-year terms.

D. Termination. The Town may terminate this Agreement by providing Contractor with 60 days advance written notice. In such case, the Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity

III. COMPENSATION

In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor as set forth in Exhibit C, attached hereto and incorporated herein by this reference.

IV. RESPONSIBILITY

A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and licenses in good standing, required by law.

B. The work performed by Contractor shall be in accordance with generally accepted practices and the level of competency presently maintained by other practicing contractors in the same or similar type of work in the applicable community.

The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations.

C. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

D. Contractor shall promptly remove any employee who is not performing in a professional manner, as may be determined in the Town's reasonable discretion.

V. OWNERSHIP

Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire."

To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor.

VI. INDEPENDENT CONTRACTOR

Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes.

VII. INSURANCE

A. Contractor shall procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor under this Agreement, including the following, at a minimum:

1. Worker's compensation insurance as required by law; and

2. Commercial general liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate naming the Town and the Town's officers, employees, and consultants as additional insured. The policy shall be with a carrier and in a form acceptable to the Town at the Town's sole discretion. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations.

B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

Any insurance carried by the Town, its officers, its employees, or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy.

C. Contractor shall provide to the Town a certificate of insurance as evidence that required policies are in full force and effect.

VIII. BOOKS AND RECORDS

Contractor's books and records in connection with this Agreement shall be kept in accordance with nationally recognized and accepted accounting principles and practices, and will be made available for the Town's inspection at all reasonable times at the places where the books and records are normally kept. Contractor shall retain such books and records for 3 years after termination of this Agreement.

IX. INDEMNIFICATION

Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement or the Scope of Services if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of any worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor.

X. ILLEGAL ALIENS

A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement.

B. Prohibited Acts. Contractor shall not:

1. Knowingly employ or contract with an illegal alien to perform work under this Agreement; or

2. Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement.

C. Verification.

1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this

Agreement through participation in either the E-Verify Program or the Department Program.

2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed.

3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall:

a. Notify the subcontractor and the Town within three 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement;

and

b. Terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement.

D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement.

E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto.

XI. MISCELLANEOUS

A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Boulder County, Colorado.

B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement.

C. Integration. This Agreement and any attached exhibits constitute the entire Agreement between Contractor and the Town, superseding all prior oral or written communications.

D. Third Parties. There are no intended third-party beneficiaries to this Agreement.

E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail to the party at the address set forth on the first page of this Agreement.

F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

G. Modification. This Agreement may only be modified upon written agreement of the Parties.

H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties hereto, shall be assigned by either party without the written consent of the other.

I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10- 101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees.

J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed.

K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

TOWN OF FAIRPLAY, COLORADO

Frank Just, Mayor

ATTEST:

Janell Sciacca, Town Clerk

CONTRACTOR

By: _____________________________

STATE OF COLORADO )

) ss.

COUNTY OF )

The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ___________________, 2024, by ______________________________ as _________________ of

Notary Public My Commission Expires:

NO EMPLOYEE AFFIDAVIT

[To be completed only if Contractor has no employees]

1. Check and complete one:

I, _______________________________, am a sole proprietor doing business as __________________________. I do not currently employ any individuals.

Should I employ any employees during the term of my Agreement with the Fairplay Metropolitan Town No. 1 (the "Town"), I certify that I will comply with the lawful presence verification requirements outlined in that Agreement.

OR

I, ______________________________, am the sole owner/member/shareholder of ___________________________, a ______________________________ [specify type of entity – i.e., corporation, limited liability company], that does not currently employ any individuals. Should I employ any individuals during the term of my Agreement with the Town, I certify that I will comply with the lawful presence verification requirements outlined in that Agreement.

2. Check one.

I am a United States citizen or legal permanent resident.

The Town must verify this statement by reviewing one of the following items:

A valid Colorado driver's license or a Colorado identification card;

A United States military card or a military dependent's identification card;

A United States Coast Guard Merchant Mariner card;

A Native American tribal document;

In the case of a resident of another state, the driver’s license or state-issued identification card from the state of residence, if that state requires the applicant to prove lawful presence prior to the issuance of the identification card; or

Any other documents or combination of documents listed in the Town’s “Acceptable Documents for Lawful Presence Verification” chart that prove both Contractor’s citizenship/lawful presence and identity.

OR

I am otherwise lawfully present in the United States pursuant to federal law.

Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement ("SAVE”) program, and provide such verification to the Town.

Signature Date

DEPARTMENT PROGRAM AFFIDAVIT

[To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program]

I, ________________________, as a public contractor under contract with the Fairplay Metropolitan Town No. 1 (the "Town"), hereby affirm that:

1. I have examined or will examine the legal work status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement") with the Town within 20 days after such hiring date;

2. I have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work under this Agreement; and

3. I have not and will not alter or falsify the identification documents for my newly hired employees who perform work under this Agreement.

STATE OF COLORADO )

me this ___ day of __________, 2021, by _______________________ as _________________ of ________________________.

My commission expires:

(S E A L)

EXHIBIT A

SCOPE OF SERVICES

Water/Wastewater Treatment Operations and Maintenance

Contractor shall perform all the following listed tasks:

1. Scope

This exhibit shall cover:

1.1 Continuous (24/7) O&M (operation & maintenance) of the Town’s 0.5 MGD (million gallon per day) cartridge filtration water treatment facility with adjacent 0.5 MG storage tank, 0.15 MG Heights storage tank, in-town pump station and the potable water distribution system, including pipes, valves and pressure reducing valves.

1.2 Continuous (24/7) O&M of the Town’s 0.3 MGD integrated fixed-film activated sludge wastewater treatment facility, including the 0.624 MG waste activated sludge holding pond and lift station.

2. General

2.1 The Contractor shall operate the facilities so as to comply with all applicable laws and regulations promulgated by the State of Colorado, including its agencies. The operator in charge shall be a licensed water/wastewater operator in Colorado, Class A as certified by the Colorado Department of Public Health & Environment (CDPHE).

2.2 The Contractor shall work under the direction of, and report to the

Town Administrator.

2.3 The Contractor shall follow the instructions and/or recommendations for O&M as contained in the plant O&M manuals, and in the manuals furnished by the equipment suppliers. If the operator disagrees with any provisions of these documents, he shall document such disagreements to the Town Administrator for resolution.