TRWWTP_DewateringRedundancy_DewtrSysPreSelection_BID_Specs-Dwgs.pdf

390 INTERLOCKEN CRESCENT, SUITE 800 • BROOMFIELD, COLORADO 80021 • P 303-635-1220 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00002

TOWN OF TELLURIDE, COLORADO

TELLURIDE REGIONAL WASTEWATER TREATMENT PLANT (TRWWTP)

DEWATERING REDUNDANCY PROJECT

DEWATERING SYSTEM PRE-SELECTION PACKAGE

PROJECT NO. 203093

BID SET

VOLUME 1 OF 1

OCTOBER 2024

Dewatering Press System Request for Proposals 00101-1 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID)

DOCUMENT 00101

DEWATERING PRESS SYSTEM REQUEST FOR PROPOSALS

1.01 PURPOSE

A. Carollo Engineers, Inc. (Engineer), on behalf of the Town of Telluride (Town) is requesting technical and cost proposals from dewatering press system manufacturers, also known as the Vendor, for pre-selection and submittal services for the upcoming Dewatering Redundancy Project. The Town will evaluate and pre-select one manufacturer to furnish the redundant dewatering press system for installation at the existing plant. The system will include one volute dewatering press with two dewatering drums, one mixing and flocculation tank, controls, and polymer equipment. The new polymer blending and feed equipment will include a polymer activation and blending chamber, dilution water assembly, solution discharge assembly, system skid, progressive cavity neat polymer metering pump, and electrical junction box. The redundant dewatering press system will be provided by a single Vendor, each of these system components will include all materials to support an operational and functional installation that satisfies the requirements contained in this Request for Proposals (RFP) document and associated Technical Specifications.

The Town will contract directly with the pre-selected Vendor to provide submittals and shop drawings for review and approval. The proposed equipment will be released for fabrication, purchased, and installed under a separate construction contract. This work will occur in the existing dewatering room at the Town’s Regional Wastewater Treatment Plant (TRWWTP), 12000 Highway 145 in Telluride, Colorado.

B. The Equipment proposal found to be the most advantageous to the Town will be preselected and will be wholly included in the invitation to bid construction documents for the Dewatering Redundancy Project that will be advertised separately in February 2025. The awarded contractor of the Dewatering Redundancy Project construction contract will be entirely responsible for all aspects of the system (e.g. procuring, furnishing, storing, installing, coordination, startup, etc.) in identical fashion as for all other items contained in the construction contract (except for submittals and shop drawings). Note, the Town intends to contract directly with the selected manufacturer to initiate the submittal and shop drawing phase. The value of this direct contract would be capped at 10% of the total cost of the equipment but the Vendor will be required to write in a value in their proposal.

The remaining value/cost of equipment and all other responsibilities would remain in the construction contract.

C. In submitting their proposals, the Vendor agrees to furnish the system, in accordance with both the technical and cost proposals submitted in response to this RFP, to the awarded contractor of the Dewatering Redundancy Project construction contract to be separately procured by the Town. The awarded contractor will be similarly obligated through contract terms to procure, furnish, install, and commission the dewatering press system in strict accordance with the Vendor’s technical and cost proposal submitted in response to the RFP.

00101-2 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID)

D. Tentative milestones for the equipment procurement, and for the separate construction contract are as follows:

Equipment Pre-Selection RFP issue date October 31, 2024 Equipment Pre-Selection proposals submitted November 14, 2024

Contract negotiations with top ranked Vendor November 14 – December 2, 2024

Contract for submittal drawings issued December 4, 2024 Dewatering Redundancy Project construction contract Invitation to Bid Solicitation

February 2025

Construction contract bid date Early March 2025 Construction contract Notice of Award and Notice to Proceed

End of March 2025

Delivery of final component of equipment June/July 2025 Construction contract substantial completion date September 30, 2025

1.02 SCOPE OF SERVICES

A. Engineer and the Town will evaluate and select a proposal from a Vendor for the work contained in this Request for Proposal (RFP). The RFP is following a pre-selection procurement process which includes a fixed price for the included scope of services. The final negotiated proposal will be wholly included in the invitation-to-bid construction documents for the Dewatering Redundancy Project that will be advertised in February 2025.

B. The Vendor shall explicitly state and certify in the proposal that the Vendor will extend its proposal without modification and/or exception to all General Contractors interested in pursuing the Dewatering Redundancy Project. The proposal shall also expressly state that the proposal in its totality shall be valid and binding without any provisions for price modification or change in scope, supply or responsibilities, unless agreed upon by the Town during the shop drawing submittal phase.

C. The selected Vendor shall prepare and submit complete shop drawings of the equipment to the Engineer and the Town in advance of the procurement contract.

D. The awarded contractor of the Dewatering Redundancy Project construction contract will be entirely responsible for all other aspects of the dewatering press system (e.g., unloading, storing, installing, coordination, startup etc.) in identical fashion as for all other items contained in the construction contract.

E. The technical requirements for the dewatering press system shall be in accordance with the Technical Specifications attached to this RFP.

F. The Town reserves the right to select the dewatering press system based on quality of the proposal, cost, experience and qualifications, existing installations and references, warranty, ability to meet delivery schedule, service capabilities and technical support and compliance with all aspects of the RFP, as further described herein.

00101-3 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID)

1.03 SPECIFICATIONS

A. Refer to the Technical Specifications dated October 2024 Dewatering Screw Press System and Polymer Blending and Feed Equipment included as with the RFP.

B. The Equipment shall comply with all applicable federal, state and local codes and regulations to include safety and fire codes and regulations. The project’s agency having jurisdiction is San Miguel County. The County has adopted the following codes and standards:

1. 2018 International Codes: Building Code, Fire Code, Fuel Gas Code, Mechanical Code, Plumbing Code, Property Maintenance Code

2. State of Colorado Electrical Inspections and defers to the current edition as adopted by the State of Colorado.

1.04 GENERAL CONTRACT CONDITIONS

A. The contract for submittals and shop drawings will be executed directly with the Town in advance of the construction contract. The Professional Services Agreement used for this initial phase of the work is provided as Attachment A.

B. Town of Telluride General Terms and Conditions and the contract for the construction phase of this work is included in the specification package provided with this RFP.

1.05 SPECIAL TERMS AND CONDITIONS

A. Proposal Acceptance Period: A proposal may not be withdrawn after the time and date bids must be received and for seventy (70) days thereafter.

B. Vendor shall prepare its proposal with the understanding that the Town intends for the proposal to be solely executed between the Vendor and the Town for submittals/shop drawings and the Vendor and the Contractor for the remainder of the proposal. As such, the Vendor shall prepare the proposal based upon all requirements contained in the RFP and associated specifications to include the terms and conditions that will be used in the contract between the Town and the Contractor.

C. The Vendor shall explicitly state that the RFP in its entirety is valid during the Proposal Acceptance Period. If the proposal is not executed by the Contractor during the Proposal Acceptance Period, at no fault of the Vendor, then the Vendor will be allowed to adjust its proposal price based upon the change in the Consumer Price Index (for materials and components for construction as published by the US Bureau of Labor Statistics) from the end of the Proposal Acceptance Period and such time that a good faith effort of proposal execution discussions are initiated between the Dewatering Redundancy Project Contractor and the Vendor.

D. At the conclusion of the proposal evaluation process, the Town will contract with the selected Vendor to develop shop drawing/submittals for approval. The selected proposal will be wholly included into the Dewatering Redundancy Project bidding documents. The Vendor shall honor its proposal in its entirety with no adjustment in

00101-4 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID) costs, if the proposal is signed/executed by the awarded Contractor within the stipulated Proposal Acceptance Period.

E. Guaranteed Time for Submittal of Shop Drawings, equipment delivery and dewatering press system Equipment Liquidated Damages:

1. Upon execution of the agreement between the Town and the Vendor (for the development of dewatering press system submittal and shop drawings only), the Vendor shall submit the shop drawing package to the Town within 21 calendar days.

2. Upon execution of the agreement between the Vendor and the Contractor for all other aspects of the dewatering press system (e.g., procuring, furnishing, storing, installing, coordination, startup etc.), the Vendor shall deliver all equipment and ancillary items to include all items included in the proposal to the Telluride Regional Wastewater Treatment Plant project site as noted above.

3. Pursuant to contractual milestone requirements for delivery of entire dewatering press system equipment, the Town will assess liquidated damages to the Contractor (that will be passed down to the Vendor) for costs incurred as a result of delay (and not as a penalty) for each day the delivery of all dewatering press system equipment and appurtenances exceeds the milestone listed herein, with this included as project milestones in the construction contract with the Contractor.

4. Warranty: The Vendor shall provide a warranty as specified in the Technical Specifications on the dewatering press system equipment. The warranty period shall begin after beneficial use of the equipment is established by the Town.

1.06 INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS

A. Questions and Inquiries: All questions about this RFP should be directed to Leanne Hyatt, P.E., Carollo Engineers, Inc. at (720) 878-8465 or lhyatt@carollo.com. All questions shall be submitted by 5:00 p.m. on November 7, 2024. The last addendum will be issued by 5:00 p.m. on November 11, 2024.

B. Contents of Proposals: Information contained in the proposal shall be stated in a clear and concise manner. Documents shall be submitted electronically to Leanne Hyatt, lhyatt@carollo.com by 5:00 p.m. on November 14, 2024. The cost proposal shall include the following:

1. Cost for complete dewatering press system meeting the requirements as specified herein (excluding shop drawings/submittals).

a. Cost shall be valid for 45 days from date of proposal.

2. Cost for Vendor’s development of shop drawings/submittals (maximum 10% of the overall cost proposal).

a. Town will initiate a contract for shop drawing/submittal development prior to purchase order for the remainder of the proposal by the Contractor.

C. At a minimum, each proposal shall contain the following items:

1. Manufacturer Information, Relevant Experience and References

a. Provide a brief company history detailing product lines and history of manufacturing equipment meeting the requirements of this RFP.

mailto:lhyatt@carollo.com mailto:lhyatt@carollo.com

00101-5 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID)

b. Identify the Project Manager, Applications/Design Engineer, and Certified Field Technician that will be assigned to this project. Provide brief descriptions of their experience and qualifications.

c. Identify the location of the nearest authorized service representative(s) for the Equipment. Provide legal name, address, and contact person for the authorized service representative(s). Provide the number of trained service technicians employed by the service representative.

d. Identify the availability, source, and location of origin for replacement parts for all major components of the equipment being proposed.

e. Estimated time required for shop drawing development, fabrication, and delivery. Ability to meet project construction schedule.

f. References

1) Provide a minimum of three (3) reference installations of similar size

(preferably within the State of Colorado).

2) Provide Owner and Operator contacts for the references/installations listed above. Contact names and telephone numbers shall be provided for all references.

3) State the design operating conditions for all references/installations listed above.

2. Technical Information

a. Letter proposal indicating compliance with technical specifications included with this RFP.

b. Include list of exceptions to technical specifications.

c. Spare parts list.

d. Acknowledgement of warranty.

e. Prove a list of recommended spare parts and all special tools to perform routine and preventative maintenance for the Town to retain on site.

3. Cost Proposal: The Cost Proposal shall be identical to the Technical proposal but shall also include a completed Price Quotation Form for both the shop drawings/submittal as well as the remaining portion of the proposal.

4. Proposals must give the full name and address of the manufacturer. Failure to manually sign the Proposal may disqualify it. The person signing the Proposal shall show Title or Authority to bind his/her firm in a contract.

5. The contents of the Proposal submitted by the successful Vendor and this RFP will become part of any contract/PO awarded as a result of the Scope of Work contained herein.

6. Costs of Proposal Preparation: Any costs incurred by the Vendors in preparing or submitting proposals are the Vendor’s responsibility. The Town will not reimburse any Vendor for costs incurred as a result of a response to this RFP.

7. Addendum and Supplement to Request: Only written communications relative to this pre-selection will be considered. No oral communication by either the Vendor or any representative of the Town shall alter or amend the intention of these specifications or be binding thereupon. Written addenda will be issued for any clarifications and or changes necessitated by appropriately posed questions from potential Vendors and/or representatives of the Town. Written acknowledgement of all addenda is necessary for the proposal to be considered complete and responsive.

00101-6 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID)

1.07 EVALUATION OF PROPOSALS

A. Carollo Engineers, Inc., and the Town will review and rank the responsive proposals from each Vendor based upon the factors itemized below.

1. Quality of Proposal

2. Cost

3. Experience and Qualifications

4. Favorability of References

5. Warranty

6. Service Capability

7. Compliance with Technical Specifications

8. Ability to Meet the Schedule

9. Relative Price for Shop Drawings/Submittals

10. The ability, capacity and skill of the bidder to perform the contract or provide the service or construction required.

11. Whether the bidder can perform the contract or provide the service or construction promptly, or within the time specified, without delay or interference.

12. The character, integrity, reputation, judgment, experience and efficiency of the bidder.

13. The quality of performance of previous contracts with the Town or services provided to the Town or the quality of previous contracts or services provided to other parties and verified to the Procurement Officer during a check of references.

14. The previous and existing compliance by the bidder with laws and ordinances relating to the contract or service.

15. The sufficiency of the financial resources and ability of the bidder to perform the contract or provide the service or construction.

16. The quality, availability and adaptability of the supplies, services or construction to the particular use required.

17. The bidder’s demonstrated commitment to the most environmentally sound practices as well as its commitment to the Town’s sustainability goals.

18. The ability of the bidder to provide future maintenance and service for the use of the subject of the contract; and

19. Other preferences as identified in Section 4-6-220 of the Telluride Municipal Code.

B. Each proposal will be evaluated with respect to compliance with all technical and administrative requirements as detailed in the RFP.

C. References will be evaluated based on the similarity of the installation, size and complexity, as well as comments received from the reference.

D. The responsive proposals will be ranked based upon the criteria set listed above.

Price will be considered as defined herein, but will not be the sole determining factor. Negotiations will be conducted with the highest ranked Vendor. If an agreement cannot be reached to the satisfaction of the Town, then negotiations will be terminated with that Vendor and then negotiations will then be started with the

00101-7 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID) next highest ranked Vendor. This sequence will continue until an agreement can be reached to the satisfaction of the Town.

E. The Town reserves the right to not award/select any proposal, if the Town so chooses or to contract for the shop drawings/submittal and not award the reminder of the proposal.

1.08 PROPOSAL QUOTATION FORM

A. In submitting this Proposal, the Vendor represents that:

1. Bidder has examined copies of all the documents included in this RFP and of the following Addenda (receipt of all which is hereby acknowledged):

ADDENDA

No. Dated

No. Dated

No. Dated

No. Dated

No. Dated

B. Vendor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Vendor has discovered in the RFP and the written resolution thereof by Engineer is acceptable to Vendor, and the RFP documents are generally sufficient to indicate and convey understanding of all terms and conditions for performing and furnishing the Goods and Services for which this Proposal is submitted.

Item # Description Price

Total lump sum price for dewatering press system, ancillary equipment including polymer blending and feed equipment, and field services in accordance with this RFP (excluding price for submittals and shop drawings).

Total lump sum price for submittals and shop drawings as specified in this RFP (not to exceed 10% of the overall value of Items 1 and 2).

Unit price per additional 8-hour day at site and trip for services of factory-employed representative during equipment installation

$_______________/day

Notes:

1) Prices are to include all charges, F.O.B. delivery site at Telluride Regional

Wastewater Treatment Plant at 12000 Highway 145, Telluride, Colorado, 81435.

2) The Town is tax exempt. Do not include state or local taxes in proposal.

00101-8 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00101 (BID)

Vendors Guaranteed Time for Submittal of Shop Drawings and Equipment Delivery The shop drawing package shall be submitted to the Town and the Engineer within 21 Calendar Days upon execution of the agreement between the Town and the Vendor.

All equipment shall be delivered to the Contractor at the Telluride Regional Wastewater Treatment Plant within 16 weeks after approved submittals are issued.

(Price Quotation Form continued on following page)

Exceptions, if any, to any portion of this RFP or attachments shall be enumerated below:

By:

(Business Name)

(Name and signature of person authorized to sign)

(Title of person authorized to sign)

Please return this completed form with Cost Proposal.

Table of Contents 00010-1 203093-10 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00010 (BID)

TOWN OF TELLURIDE, COLORADO

TELLURIDE REGIONAL WASTEWATER TREATMENT PLANT (TRWWTP)

DEWATERING REDUNDANCY PROJECT

DEWATERING SYSTEM PRE-SELECTION PACKAGE

TABLE OF CONTENTS

DIVISION 00 - BIDDING REQUIREMENTS, CONTRACT FORMS,

AND CONDITIONS OF THE CONTRACT

SECTION NO. TITLE

00520 AGREEMENT BETWEEN OWNER AND CONTRACTOR

00700 GENERAL CONDITIONS

00800 SUPPLEMENTARY CONDITIONS

DIVISION 01 - GENERAL REQUIREMENTS

SECTION NO. TITLE

01110 SUMMARY OF WORK

01116 CONTRACT DOCUMENT LANGUAGE

01330 SUBMITTAL PROCEDURES

01331 SUBMITTAL FORMS

01600 PRODUCT REQUIREMENTS

01756 COMMISSIONING

01782 OPERATION AND MAINTENANCE MANUALS

01783 WARRANTIES AND BONDS

01850 DESIGN CRITERIA

DIVISION 05 - METALS

SECTION NO. TITLE

05190 MECHANICAL ANCHORING AND FASTENING TO CONCRETE

AND MASONRY

DIVISION 11 - EQUIPMENT

SECTION NO. TITLE

11246 POLYMER BLENDING AND FEED EQUIPMENT: LIQUID

11384 DEWATERING PRESS SYSTEM

ATTACHMENTS

ATTACHMENT A - PROFESSIONAL SERVICES AGREEMENT

ATTACHMENT B - DRAWINGS

This document is a MODIFIED version of EJCDC® C‑520, Copyright© 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. All rights reserved. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.

Agreement Between Owner and Contractor 00520-1 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

DOCUMENT 00520

AGREEMENT BETWEEN OWNER AND CONTRACTOR

Terms used in this Agreement have the meanings stated in the General Conditions.

Owner and Contractor hereby agree as follows.

ARTICLE 1 — WORK

1.01 Contractor shall complete Work as specified or indicated in the Contract Documents. the

Work is generally described as follows: TRWWTP Dewatering Redundancy Project.

ARTICLE 2 — THE PROJECT

2.01 The Project, of which the Work under the Contract Documents is a part, is generally described as follows: demolition of existing equipment to support the installation of a redundant dewatering press, polymer feed system, and plant effluent water system will all associated controls and appurtenances.

ARTICLE 3 — ENGINEER

3.01 The part of the Project that pertains to the Work has been designed by Carollo

Engineers, Inc.

3.02 The Owner has retained Carollo Engineers, Inc (“Engineer”) to act as Owner’s representative during construction activities in coordination with onsite Town staff, assume duties and responsibilities of Engineer, and have the rights and authority assigned to Engineer in the contract.

ARTICLE 4 — CONTRACT TIMES

4.01 Time is of the essence:

A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.

B. Contractor's services under this Agreement shall commence on ____________, any shall be completed no later than _________ and the services under this agreement shall terminate on _________. This schedule may be adjusted only by mutual agreement of Contractor and the Town.

4.02 Contract times: Days:

A. The Work will be substantially complete within 210 days after the date when the

Contract Times commence to run as provided in the General Conditions, and completed and ready for final payment in accordance with the General Conditions within 255 days after the date when the Contract Times commence to run.

Agreement Between Owner and Contractor 00520-2 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

4.03 Liquidated damages:

A. Contractor and Owner recognize that time is of the essence as stated above and that Owner will suffer financial and other losses if the Work is not completed and Milestones not achieved within the Contract Times, as duly modified. The parties also recognize the delays, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty):

1. Substantial Completion: Contractor shall pay Owner $4,500 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified above for Substantial Completion, until the Work is substantially complete.

2. Completion of Remaining Work: After Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the Contract Times (as duly adjusted pursuant to the Contract) for completion and readiness for final payment, Contractor shall pay Owner $4,500 for each day that expires after such time until the Work is completed and ready for final payment.

3. Liquidated damages for failing to timely attain Substantial Completion and final completion are not additive, and will not be imposed concurrently.

4. If Owner recovers liquidated damages for a delay in completion by Contractor, then such liquidated damages are Owner’s sole and exclusive remedy for such delay, and Owner is precluded from recovering any other damages, whether actual, direct, excess, or consequential, for such delay, except for special damages (if any) specified in this Agreement.

4.04 Special damages:

A. The special damages imposed in this paragraph are supplemental to any liquidated damages for delayed completion established in this Agreement.

B. Contractor shall reimburse Owner for:

1. Any fines or penalties imposed on Owner as a direct result of the Contractor’s failure to attain Substantial Completion according to the Contract Times, and

2. The actual costs reasonably incurred by Owner for engineering, construction observation, inspection, and administrative services needed after the time specified for Substantial Completion (as duly adjusted pursuant to the Contract), until the Work is substantially complete.

C. After Contractor achieves Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the Contract Times, Contractor shall reimburse Owner for the actual costs reasonably incurred by Owner for engineering, construction observation, inspection, and administrative services needed after the time specified for Work to be completed and ready for final payment (as duly adjusted pursuant to the Contract), until the Work is completed and ready for final payment.

ARTICLE 5 — CONTRACT PRICE

5.01 Owner will pay Contractor for completion of the Work in accordance with the Contract

Documents, the amounts that follow, subject to adjustment under the Contract:

A. For Work other than Unit Price Work, a lump sum of $__________.

1. All specific cash allowances are included in the above price in accordance with the General Conditions.

00520-3 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

B. Consistent with Article X, § 20 of the Colorado Constitution, any provision of this Agreement or its attachments which impose upon Town, directly or indirectly, any financial obligation whatsoever to be performed or which may be performed in any fiscal year subsequent to the year of execution of this Agreement is expressly made contingent upon and subject to funds for such financial obligation being appropriated, budgeted and otherwise made available.

C. For Work, at the prices stated in Contractor’s Bid, attached hereto as an exhibit.

ARTICLE 6 — PAYMENT PROCEDURES

6.01 Submittal and processing of Payments:

A. Contractor shall submit Applications for Payment in accordance with the General Conditions.

6.02 Progress Payments; Retainage:

A. Owner will make progress payments on the basis of Contractor’s Applications for Payment on or about the 5th day of each month during performance of the Work as provided in below, provided that such Applications for Payment have been submitted in a timely manner and otherwise meet the requirements of the Contract.

The Owner shall pay invoices within thirty (30) days of receipt unless the work, services and/or documentation are unsatisfactory. The invoice shall document the hours applied to the project, task description, hourly rate, and the total invoice amount for each billing cycle.

1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Owner may withhold, including but not limited to liquidated damages, in accordance with the Contract.

1) If 50 percent or more of the Work has been completed, as determined by Engineer, and if the character and progress of the Work have been satisfactory to Owner and Engineer, then as long as the character and progress of the Work remain satisfactory to Owner and Engineer, there will be no additional retainage; and

B. Upon Substantial Completion, Owner will pay an amount sufficient to increase total payments to Contractor to 100 percent of the Work completed, less such amounts set off by Owner pursuant to the General Conditions, and less 200 percent of Engineer’s estimate of the value of Work to be completed or corrected as shown on the punch list of items to be completed or corrected prior to final payment.

6.03 Final payment:

A. Upon final completion and acceptance of the Work, Owner will pay the remainder of the Contract Price in accordance with the General Conditions.

6.04 Consent of surety:

A. Owner will not make final payment or return or release retainage at Substantial Completion or any other time, unless Contractor submits written consent of the surety to such payment, return, or release.

00520-4 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

ARTICLE 7 — CONTRACT DOCUMENTS

7.01 Contents:

A. The Contract Documents consist of the following:

1. This Agreement.

2. Bonds:

a. Document 00610 - Performance Bond (together with power of attorney).

b. Document 00615 - Payment Bond (together with power of attorney).

3. Document 00700 - General Conditions.

4. Document 00800 - Supplementary Conditions.

5. Specifications as listed in the table of contents of the project manual.

6. Drawings listed on the sheet index.

7. Addenda (numbers [____] to [____], inclusive).

a. Document 00451A - Construction Contractor Qualifications Form.

b. Exhibit A. Successful Bidder’s Bid Form

8. The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto:

a. Document 00550 - Notice to Proceed.

b. Document 00942 - Field Orders.

c. Document 00940 - Work Change Directives.

d. Document 00941 - Change Orders.

9. The assignment of a procurement contract, previously entered into by Owner (as “Buyer”) with a manufacturer or distributor (as “Seller”) for the direct purchase of goods (most commonly equipment) and related special services:

a. Document 00608 - Assignment of Procurement Contract.

b. Document 00609 - Surety’s Agreement to Assignment.

10. The Contract Documents listed above are attached to this Agreement (except as expressly noted otherwise above).

B. There are no Contract Documents other than those listed above.

C. The Contract Documents may only be amended, modified, or supplemented as provided in the Contract.

ARTICLE 8 — REPRESENTATIONS, CERTIFICATIONS, AND STIPULATIONS

8.01 Contractor’s representations:

A. In order to induce Owner to enter into this Contract, Contractor makes the following representations:

1. Contractor has examined and carefully studied the Contract Documents, including Addenda.

2. Contractor has visited the Site, conducted a thorough visual examination of the

Site and adjacent areas, and become familiar with the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

3. Contractor is familiar with Laws and Regulations that may affect cost, progress, and performance of the Work.

00520-5 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

4. Contractor has considered the information known to Contractor itself;

information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Technical Data identified in the General Conditions or by definition, with respect to the effect of such information, observations, and Technical Data on:

a. the cost, progress, and performance of the Work;

b. the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and

c. Contractor’s safety precautions and programs.

5. Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract.

6. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.

7. Contractor has given Engineer written notice of conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and of discrepancies between Site conditions and the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor.

8. The Contract Documents are generally sufficient to indicate and convey understanding of terms and conditions for performance and furnishing of the Work.

9. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that without exception prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents.

8.02 Contractor’s certifications:

A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this paragraph:

1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Contract execution;

2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition;

3. “collusive practice” means a scheme or arrangement between 2 or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and

4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract.

00520-6 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

ARTICLE 9 — PROJECT REPRESENTATION

9.01 The Town designates Amie Martell, Wastewater Division Manager to provide direction to

Contractor during the conduct of the Project.

9.02 Contractor designates ______________________ as its representative. The Town may rely upon the guidance, opinions, and recommendations provided by Contractor and its representative. Should Contractor’s representative be replaced, such replacement shall require approval by the Town, and should such replacement require additional evaluations, coordination, orientations, etc., Contractor shall be fully responsible for all such additional costs and services.

ARTICLE 10 — INSURANCE

10.01 Contractor shall not commence any work under this Agreement until it has obtained, at its own cost, all insurance required under this Section 7, and the Town has approved such insurance as compliant with this Agreement. Contractor shall not allow any subcontractors to commence work under this Agreement until all similar insurance has been obtained and approved. Continuous coverage must be maintained from the date of commencement through completion of work hereunder, and in the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

10.02 Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the Agreement by reason of its failure to procure or maintain insurance, or any reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

10.03 Contractor shall procure and maintain and shall cause each of its subcontractors to procure and maintain, or shall insure the activity of Contractor's subcontractors through its own policy, the following minimum insurance coverages:

A. Comprehensive General Liability insurance with minimum combined single limits of

ONE MILLION DOLLARS ($1,000,000) and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all 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 contractual, independent contractors, products and completed operations. The policy shall contain a severability of interest's provision.

B. Workers' Compensation Insurance to cover obligations imposed by the Workers' Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of services or work under this Agreement, and Employer's Liability insurance with minimum limits as required by Colorado state law.

C. 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) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to each of Contractor's owned, hired or non-owned vehicles assigned to or used in performance of work or services under this Agreement. The policy shall contain a severability of interests provision.

00520-7 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

10.04 The policies required above, except for Workers' Compensation Insurance and Professional Liability Insurance if applicable, shall be endorsed to include Town and its officers and employees as additional insured. Every policy required shall be primary insurance and any insurance carried by Town, its officers, or employees shall be excess and not contributory insurance to that provided by Contractor. The additional insured endorsement for Comprehensive General Liability Insurance if applicable shall not contain any exclusion for bodily injury or property damage arising from completed operations. Contractor shall be solely responsible for any deductible losses under each of the required policies.

10.05 Certificates of insurance shall be completed by Contractor's insurance agent as evidence that policies providing the required coverages, conditions and minimum limits are in full force and effect and shall be subject to review and approval by Town. Each certificate shall identify the Project and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty

(30) days prior written notice has been given to Town. If the words "endeavor to" appear in the portion of the certificate addressing cancellation, those words shall be stricken from the certificate by the agent completing the certificate. Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

Completed certificates of insurance shall be sent to:

Town of Telluride ATTN: Amie Martell P.O. Box 397 Telluride, CO 81435-0397

10.06 Failure on the part of Contractor to procure or maintain policies providing the required coverages, conditions and minimum limits shall constitute a material breach of contract upon which Town may immediately terminate this Agreement or at its discretion Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and the full amount paid by Town shall be repaid by Contractor to Town upon demand, or Town may offset the cost of premiums against any moneys due to Contractor from Town.

10.07 Town and CONTRACTOR understand and agree that Town is relying on and does not waive or intend to waive by any provision of this Agreement, the monetary limitations (presently $424,000 per person and $1,195,000 per occurrence) or any other rights, immunities and protections by the Colorado Governmental Immunity Act, C.R.S. Section 24-10-101 et seq., as it is from time to time amended, or otherwise available to the Town of Telluride, its officers, or its employees.

ARTICLE 11 — INDEMNIFICATION

11.01 Contractor agrees to indemnify and hold harmless Town, and its officers and its employees, Contractors, and insurers, from and against all liability, claims, and demands, on account of any 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 the services or work under this Agreement, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, error, professional error, mistake, negligence, or other fault of the Contractor, any subcontractor of the Contractor, or any officer, employee, or agent of the Contractor or any subcontractor, or any other person for whom Contractor is responsible or which

00520-8 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID) arises out of any worker's compensation claim of any employee of the Contractor or of any employee of the subcontractor of Contractor. Contractor shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, or demands, and shall bear all costs and expenses related thereto, including court costs and attorney fees. The Contractor's indemnification obligation shall not be construed to extend to any injury, loss, or damage that is caused by the act, omission, or other fault of the Town.

ARTICLE 12 — INDEPENDENT CONTRACTOR

12.01 Consultant and any persons employed by Consultant for the performance of work or services under this Agreement shall be independent contractors and not agents of the Town. Any provisions in this Agreement that may appear to give the Town the right to direct Consultant as to details of performing services or work or to exercise a measure of control over the services or work under this Agreement, mean that Consultant shall follow the direction of Town as to end results of the work only. As an independent contractor, Consultant is not entitled to workers' compensation benefits except as may be provided by the independent contractor, nor to unemployment insurance benefits, unless unemployment compensation coverage is provided by the independent contractor or some other entity. Consultant is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this Agreement.

ARTICLE 13 — INSPECTION

13.01 Town and its duly authorized representatives shall have access to any books, documents, papers, and records of Consultant that are related to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions.

ARTICLE 14 — QUALITY OF WORK

14.01 Consultant's services and work under this Agreement shall be in accordance with the prevailing standard of practice normally exercised in the performance of professional services of a similar nature in the Telluride area.

ARTICLE 15 — DEFAULT

15.01 Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such Party may be declared in default.

ARTICLE 16 — TERMINATION

16.01 Either Party may terminate this Agreement for material breach or default of this

Agreement by the other Party not caused by any action or omission of the other party by giving the other party written notice. Termination pursuant to this Subsection shall not prevent either party from exercising any other legal remedies that may be available to it.

16.02 In addition to the foregoing, this Agreement may be terminated by the Town for its convenience and without cause of any nature by giving written notice at least seven (7) days in advance of the termination date. In the event of such termination, Consultant will be paid for the reasonable value of the services rendered to the date of termination, not to exceed the total amount set forth in [Section 4 OR Exhibit A], and upon such payment, all obligations of Town to Consultant under this Agreement will cease. Termination

00520-9 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID) pursuant to this Subsection shall not prevent either party from exercising any other legal remedies that may be available to it.

ARTICLE 17 — ENFORCEMENT

17.01 In the event that suit is brought upon this Agreement to enforce its terms, the prevailing party shall be entitled to its reasonable attorney fees and related court costs.

17.02 Colorado law shall apply to the construction and enforcement of this Agreement. The parties agree to the jurisdiction and venue of the courts of San Miguel County in connection with any dispute arising out of or in any matter connected with this Agreement.

ARTICLE 18 — COMPLIANCE WITH LAWS

18.01 Consultant shall be solely responsible for exercising the professional standard of care to comply with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of Town; for payment of all applicable taxes; for obtaining and keeping in force all applicable permits and approvals, and for maintaining a valid Town of Telluride business license during the term of this Agreement.

ARTICLE 19 — INTELLECTUAL PROPERTY AND OWNERSHIP

19.01 Consultant warrants that all documents, submittals, and/or designs incorporated in the service and/or work hereunder are its original designs and free from infringement of any copyrights or patents of others. Consultant hereby agrees to indemnify, hold harmless and defend the Town against any claim brought against the Town for improper use or infringement upon any software or intellectual property interest in connection with the Project.

19.02 Any and all drawings, specifications and other documents and electronic data, including without limitation the final work product furnished by the Consultant pursuant to this Agreement shall become the property of the Town, provided, however, that in the event the Town shall determine to use any work product furnished under this Agreement without the Consultant's professional involvement, Town shall endeavor to indemnify, to the extent permitted by law, the Consultant against any and all claims or liability by reason thereof.

19.03 Notwithstanding and other provision in this Agreement, Consultant shall retain all ownership and intellectual property rights, including copyrights, to all standard design elements, drawings, specifications, details, blocks, reports, text, and similar items which Consultant routinely uses in its provision of services to other clients.

ARTICLE 20 — CONFIDENTIALITY

20.01 No Project information shall be disclosed by Consultant to third parties without prior written consent of the Town or pursuant to a lawful court order directing disclosure. All documents provided by the Town to Consultant shall be returned to the Town at termination of this Agreement.

00520-10 203093 October 2024 pw://Carollo/Documents/CO/Telluride/203093-100000/04 Design/04 Specs/Carollo/PreSelect-DwtrSys/00520 (BID)

ARTICLE 21 — EQUAL OPPORTUNITY EMPLOYER

21.01 Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, sexual orientation, disability or national origin.

Consultant will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, age, sex, sexual orientation, disability, or national origin.