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HomeMy WebLinkAbout2009-10 IGA with CDOT regrading the Design of the Relocation of Vail I70 Frontage Road from Milepost 174 to 176 "Ever Vail" Projectf਍ഀ RESOLUTION NO. 10਍ഀ Series of 2009਍ഀ A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE਍ഀ TOWN OF VAIL, COLORADO AND THE COLORADO DEPARTMENT OF TRANSPORTATION਍ഀ REGARDING THE DESIGN OF THE RELOCATION OF THE VAIL INTERSTATE 70਍ഀ FRONTAGE ROAD FROM MILEPOST 174 TO MILEPOST 176 REFERRED TO AS THE਍ഀ "EVER VAIL" PROJECT; AND SETTING FORTH DETAILS IN REGARD THERETO.਍ഀ WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado਍ഀ is a home rule municipal corporation duly organized and existing under the laws of the State of਍ഀ Colorado and the Town Charter (the "Charter"); and਍ഀ WHEREAS, the members of the Town Council of the Town (the "Council") have been਍ഀ duly elected and qualified; and਍ഀ WHEREAS, the Town and the Colorado Department of Transportation ("CDOT) wish to਍ഀ enter into an Intergovernmental Agreement ("IGA") for the design of the relocation of the Vail਍ഀ Interstate 70 Frontage Road at approximate milepost 174-176 in anticipation of the project਍ഀ referred to as the "Ever Vail" project.਍ഀ NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF਍ഀ VAIL, COLORADO THAT:਍ഀ Section 1. The Council hereby approves and authorizes the Town Manager to enter਍ഀ into the IGA with CDOT, in substantially the same form as attached hereto as Exhibit A and in a਍ഀ form approved by the Town Attorney, for the design of the relocation of the Vail Interstate 70਍ഀ Frontage Road at approximately milepost 174-176.਍ഀ Section 2. This Resolution shall take effect immediately upon its passage.਍ഀ INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of਍ഀ the Town of Vail held this 215' day of April, 2009.਍ഀ Richard Cleveland਍ഀ Town Mayor਍ഀ TT T: l /਍ഀ ~orel i naldson,਍ഀ Town Clerk਍ഀ Resolution No. 10, Series 2009਍ഀ 1'਍ഀ (Local$CDOTWK) PROJECT CC 0702-287 (17020) 09 HA3 00025਍ഀ REGION 3 (DAW) ID 331000184਍ഀ CONTRACT਍ഀ THIS CONTRACT made this _ day of 2009, by and between the State of਍ഀ Colorado for the use and benefit of the Colorado Department of Transportation hereinafter referred to਍ഀ as the State, and THE TOWN OF VAIL, 1309 Elkhorn Drive Vail, Colorado, 81657,਍ഀ CDOT Vendor 2000003, hereinafter rcfcrrcd to as the "Contractor" or the "Local Agency."਍ഀ RECITALS਍ഀ 1. Authority exists in the law and funds have been budgeted, appropriated and otherwise made਍ഀ available and a sufficient uncommitted balance thereof remains available for payment of project and਍ഀ Local Agency costs in Fund Number: 400 Function 3020; WBS Element 17020.10.30;਍ഀ GL Account: 231200010 IN (Contract Encumbrance Amount: $0.00).਍ഀ 2. Required approval, clearance and coordination have been accomplished from and with appropriate਍ഀ agencies.਍ഀ 3. Pursuant to 43-2-104.5 C.R.S. as amended, the State may contract with Local Agencies to provide਍ഀ maintenance and construction of highways that are part of the state highway system.਍ഀ 4. CDOT and the Local Agency anticipate a project for the Design Services for the relocation of the਍ഀ Vail I-70 Frontage Road from Milepost 174 to Milepost 176 Evervail project, and by the date of਍ഀ execution of this contract, the Local Agency and/or the State has completed and submitted a਍ഀ preliminary version of the CDOT Scope of Work (Exhibit A) describing the general nature of the਍ഀ Work. The Local Agency understands that, before the Work begins, the CDOT Scope of Work maybe਍ഀ revised as a result of design changes made by CDOT, in coordination with the Local Agency, in its਍ഀ internal review process.਍ഀ 5. The Local Agency has made funds available for Project CC 0702-287 (17020) which shall consist਍ഀ of a portion of the cost for the design for relocation of the Vail I-70 Frontage Road from Milepost 174਍ഀ to Milepost 176 project, referred to as the "Evervail Project" or the "Work." Such Work will be਍ഀ performed in the Town of Vail, Colorado, as specifically described in Exhibit A.਍ഀ 6. The Local Agency has funds available and desires to provide a portion of the funding for the਍ഀ `Work".਍ഀ 7. CDOT has estimated the cost of the Work and the Local Agency is prepared to provide a portion਍ഀ of the funding required for the Work, as evidenced by an appropriate ordinance or resolution duly਍ഀ passed and adopted by the authorized representatives of the Local Agency, which expressly਍ഀ authorizes the Local Agency to enter into this contract and to expend funds for the work under the਍ഀ project.਍ഀ A copy of this ordinance or resolution is attached hereto and incorporated herein as Exhibit B.਍ഀ 8. This contract is executed under the authority of 29-1-203,43-1-110; 43-1-116,43-2-101(4)(c)਍ഀ and 43-2-144, C.R.S. and Exhibit B.਍ഀ Page 1 of 12਍ഀ THE PARTIES NOW AGREE THAT:਍ഀ Section 1. Scope of Work਍ഀ The Project or the Work under this contract shall consist of the CDOT design for the relocation of the਍ഀ Vail I-70 Frontage Road from Milepost 174 to Milepost 176 referred to as the "Evervail Project" or਍ഀ the "Work." Such Work will be performed in Vail, Colorado, as more specifically described in਍ഀ Exhibit A.਍ഀ Section 2. Order of Precedence਍ഀ In the event of conflicts or inconsistencies between this contract and its exhibits, such conflicts਍ഀ or inconsistencies shall be resolved by reference to the documents in the following order of priority:਍ഀ 1. This contract਍ഀ 2. Exhibit A (Scope of Work)਍ഀ 3. Exhibit C (Option Letter)਍ഀ 4. Other Exhibits in descending order of their attachment.਍ഀ Section 3. Term਍ഀ This contract shall be effective upon approval of the State Controller or designee, or on the਍ഀ date made, whichever is later. The term of this contract shall continue through the completion and਍ഀ final acceptance of the Project by the State, FHWA and the Local Agency.਍ഀ Section 4. Project Funding Provisions਍ഀ A. CDOT has estimated the total cost of the work and the Local Agency is prepared to provide a਍ഀ portion of the funding for the work, as evidenced by an appropriate ordinance or resolution duly਍ഀ passed and adopted by the authorized representatives of the Local Agency, which expressly਍ഀ authorizes the Local Agency to enter into this contract and to expend its funds for the project. A਍ഀ copy of this ordinance or resolution is attached hereto and incorporated herein as Exhibit B.਍ഀ B. CDOT has estimated the total cost of the work to be performed by CDOT, and the Local Agency਍ഀ is prepared to provide funding in the amount of $20,000.00 which is to be funded as follows:਍ഀ Lump Sum Payment਍ഀ 1. Local Agency Funds $ 20.000.00਍ഀ 2. Total Funds: $ 20,000.00਍ഀ C. The maximum amount payable by the Local Agency under this contract shall be $20,000.00,਍ഀ unless such amount is increased by an appropriate written modification to this contract executed਍ഀ before any increased cost is incurred. It is understood and agreed by the parties hereto that the total਍ഀ cost of the work stated hereinbefore is the best estimate available, based on the design data as਍ഀ approved at the time of execution of this contract, and that such cost is subject to revisions (in accord਍ഀ with the procedure in the previous sentence) agreeable to the parties prior to bid and award.਍ഀ Page 2 of 12਍ഀ D. The parties hereto agree that this contract is contingent upon all funds designated for the project਍ഀ herein being made available from state sources, as applicable. Should these sources fail to provide਍ഀ necessary funds as agreed upon herein, the contract may be terminated by either party, provided that਍ഀ any party terminating its interest and obligations herein shall not be relieved of any obligations which਍ഀ existed prior to the effective date of such termination or which may occur as a result of such਍ഀ termination.਍ഀ Section 5. Project Payment Provisions਍ഀ A. The Local Agency shall contribute a lump sump amount and shall not exceed the amount of਍ഀ $20,000.00, which shall be due within 60 days of execution of this agreement.਍ഀ Section 6. State and Local-Agency Commitments਍ഀ Section 6. State and Local Agency Commitments਍ഀ { EXHIBIT D NOT APPLICABLE TO THIS AGREEMENT }਍ഀ The state is the "Responsible Party" referred to in this contract.਍ഀ A. Design (If Applicable]਍ഀ 1. If the Work includes preliminary design or final design (the "Construction Plans"), or਍ഀ design work sheets, or special provisions and estimates (collectively referred to as the "Plans"), the਍ഀ responsible party shall comply with the following requirements, as applicable:਍ഀ a. perform or provide the Plans, to the extent required by the nature of the਍ഀ Work.਍ഀ b. prepare final design (Construction Plans) in accord with the requirements of਍ഀ the latest edition of the American Association of State Highway਍ഀ Transportation Officials (AASHTO) manual or other standard, such as the਍ഀ Uniform Building Code, as approved by CDOT.਍ഀ C. prepare special provisions and estimates in accord with the State's Roadway਍ഀ and Bridge Design Manuals and Standard Specifications for Road and Bridge਍ഀ Construction.਍ഀ d. include details of any required detours in the Plans, in order to prevent any਍ഀ interference of the construction work and to protect the traveling public.਍ഀ e. stamp the Plans produced by a Colorado Registered Professional Engineer.਍ഀ f. provide final assembly of Plans and contract documents.਍ഀ g. be responsible for the Plans being accurate and complete.਍ഀ h. make no further changes in the Plans following the award of the construction਍ഀ contract except by agreement in writing between the parties. The Plans shall਍ഀ be considered final when approved and accepted by the parties hereto, and਍ഀ when final they shall be deemed incorporated herein.਍ഀ Page 3 of 12਍ഀ B. Construction [ Not Applicable]਍ഀ If the Work includes construction, the responsible party shall perform the਍ഀ construction in accordance with the approved design plans and/or administer the਍ഀ construction all in accord with the Local Agency Contract Administration Checklist.਍ഀ Such administration shall include project inspection and testing; approving sources of਍ഀ materials; performing required plant and shop inspections; documentation of contract਍ഀ payments, testing and inspection activities; preparing and approving pay estimates;਍ഀ preparing, approving and securing the funding for contract modification orders and਍ഀ minor contract revisions; processing contractor claims; construction supervision; and਍ഀ meeting the Quality Control requirements of the FHWA/CDOT Stewardship਍ഀ Agreement, as described in the Local Agency Contract Administration Checklist.਍ഀ 2. If the State is the responsible party:਍ഀ a. it shall appoint a qualified professional engineer, licensed in the State of਍ഀ Colorado, as the State Agency Project Engineer (SAPE), to perform that਍ഀ administration. The SAPE shall administer the project in accordance with਍ഀ this contract, the requirements of the construction contract and applicable਍ഀ State procedures.਍ഀ b. if bids are to be let for the construction of the project, the State shall, in਍ഀ conjunction with the Local Agency, advertise the call for bids and upon਍ഀ concurrence by the Local Agency will award the construction contract(s) to਍ഀ the low responsive, responsible bidder(s).਍ഀ (1) in advertising and awarding the bid for the construction of a federal-਍ഀ aid project, the State shall comply with applicable requirements of 23਍ഀ USC § 112 and 23 CFR Parts 633 and 635 and C.R.S. § 24-92-101 et਍ഀ seq. Those requirements include, without limitation, that the਍ഀ State/contractor shall incorporate Form 1273 (Exhibit H) in its਍ഀ entirety verbatim into any subcontract(s) for those services as terms਍ഀ and conditions therefore, as required by 23 CFR 633.102(e).਍ഀ (2) the Local Agency has the option to concur or not concur in the਍ഀ proposal of the apparent low bidder for work on which competitive਍ഀ bids have been received. The Local Agency must declare its਍ഀ concurrence or non-concurrence within 3 working days after said bids਍ഀ are publicly opened.਍ഀ (3) by indicating its concurrence in such award, the Local Agency, acting਍ഀ by or through its duly authorized representatives, agrees to provide਍ഀ additional funds, subject to their availability and appropriation for਍ഀ that purpose, if required to complete the Work under this project if no਍ഀ additional federal-aid funds will be made available for the project.਍ഀ Page 4 of 12਍ഀ C. If all or part of the construction work is to be accomplished by State਍ഀ personnel (i.e. by force account), rather than by a competitive bidding਍ഀ process, the State will ensure that all such force account work is਍ഀ accomplished in accordance with the pertinent State specifications and਍ഀ requirements with 23 CFR 635, Subpart B, Force Account Construction.਍ഀ Section 7. ROW Acquisition and Relocation਍ഀ If applicable, prior to this project being advertised for bids, the Responsible Party will certify in਍ഀ writing that all right of way has been acquired in accordance with the applicable State and federal਍ഀ regulations, or that no additional right of way is required.਍ഀ Any acquisition/relocation activities must comply with all federal and state statutes,਍ഀ regulations, CDOT policies and procedures, 49 CFR Part 24, the government wide Uniform Act਍ഀ regulation, the FHWA Project Development Guide and CDOT's Right of Way Operations Manual.਍ഀ Allocation of Responsibilities can be as follows:਍ഀ Federal participation in right of way acquisition (3111 charges), relocation (3109਍ഀ charges) activities, if any, and right of way incidentals (expenses incidental to਍ഀ acquisition/relocation of right of way - 3114 charges);਍ഀ Federal participation in right of way acquisition (3111 charges), relocation (3109਍ഀ charges) but no participation in incidental expenses (3114 charges); or਍ഀ No federal participation in right of way acquisition (3111 charges) and relocation਍ഀ activities (3109 expenses).਍ഀ Regardless of the option selected above, the State retains oversight responsibilities. The਍ഀ Local Agency's and the State's responsibilities for each option is specifically set forth in CDOT's਍ഀ Right of Way Operation Manual. The manual is located at਍ഀ httb://www.dot.state.co.us/ROW Manual/.਍ഀ Section 8. Utilities਍ഀ If necessary, the Responsible Party will be responsible for obtaining the proper clearance or approval਍ഀ from any utility company, which may become involved in this Project. Prior to this Project being਍ഀ advertised for bids, the Responsible Party will certify in writing that all such clearances have been਍ഀ obtained.਍ഀ Section 9. Railroads਍ഀ In the event the Project involves modification of a railroad company's facilities whereby the Work is਍ഀ to be accomplished by railroad company forces, the Responsible Party shall make timely application਍ഀ to the Public Utilities Commission requesting its order providing for the installation of the proposed਍ഀ improvements and not proceed with that part of the Work without compliance. The Responsible਍ഀ Party shall also establish contact with the railroad company involved for the purpose of complying਍ഀ with applicable provisions of 23 CFR 646, subpart B, concerning federal-aid projects involving਍ഀ railroad facilities, including:਍ഀ Page 5 of 12਍ഀ 1. Executing an agreement setting out what work is to be accomplished and the਍ഀ location(s) thereof, and that the costs of the improvement shall be eligible for federal਍ഀ participation.਍ഀ 2. Obtaining the railroad's detailed estimate of the cost of the Work.਍ഀ 3. Establishing future maintenance responsibilities for the proposed installation.਍ഀ 4. Proscribing future use or dispositions of the proposed improvements in the event of਍ഀ abandonment or elimination of a grade crossing.਍ഀ 5. Establishing future repair and/or replacement responsibilities in the event of਍ഀ accidental destruction or damage to the installation.਍ഀ Section 10. Environmental Obligations਍ഀ The State shall perform all Work in accordance with the requirements ofthe current federal and state਍ഀ environmental regulations including the National Environmental Policy Act of 1969 (NEPA) as਍ഀ applicable.਍ഀ Section 11. Maintenance Obligations਍ഀ The State will maintain and operate the improvements constructed under this contract at its own cost਍ഀ and expense during their useful life, in a manner satisfactory to the FHWA. The State will make਍ഀ proper provisions for such maintenance obligations each year. Such maintenance and operations਍ഀ shall be conducted in accordance with all applicable statutes, ordinances and regulations which਍ഀ define the stste's obligations to maintain such improvements. FHWA will make periodic inspections਍ഀ of the project to verify that such improvements are being adequately maintained.਍ഀ Section 12. Record Keeping਍ഀ The Local Agency shall maintain a complete file of all records, documents, communications, and਍ഀ other written materials, which pertain to the costs incurred under this contract. The Local Agency਍ഀ shall maintain such records for a period of three (3) years after the date oftermination ofthis contract਍ഀ or final payment hereunder, whichever is later, or for such further period as may be necessary to਍ഀ resolve any matters which may be pending. The Local Agency shall make such materials available਍ഀ for inspection at all reasonable times and shall permit duly authorized agents and employees of the਍ഀ State and FHWA to inspect the project and to inspect, review and audit the project records.਍ഀ Section 13. Termination Provisions਍ഀ This contract may be terminated as follows:਍ഀ A. Termination for Convenience. Either party may terminate this contract at any time, if a party਍ഀ determines that the purposes of the distribution of moneys under the contract would no longer be਍ഀ served by completion of the project. The parties shall effect such termination by giving written਍ഀ notice of termination to the other party, specifying the effective date thereof, at least twenty (20) days਍ഀ before the effective date of such termination.਍ഀ Page 6 of 12਍ഀ B. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill, in a timely਍ഀ and proper manner, its obligations under this contract, or if the Local Agency shall violate any of the਍ഀ covenants, agreements, or stipulations of this contract, the State shall thereupon have the right to਍ഀ terminate this contract for cause by giving written notice to the Local Agency of its intent to਍ഀ terminate and at least ten (10) days opportunity to cure the default or show cause why termination is਍ഀ otherwise not appropriate. In the event of termination, all finished or unfinished documents, data,਍ഀ studies, surveys, drawings, maps, models, photographs and reports or other material prepared by the਍ഀ Local Agency under this contract shall, at the option of the State, become its property, and the Local਍ഀ Agency shall be entitled to receive just and equitable compensation for any services and supplies਍ഀ delivered and accepted. The Local Agency shall be obligated to return any payments advanced under਍ഀ the provisions of this contract.਍ഀ Notwithstanding the above, the Local Agency shall not be relieved of liability to the State for any਍ഀ damages sustained by the State by virtue of any breach of the contract by the Local Agency, and the਍ഀ State may withhold payment to the Local Agency for the purposes of mitigating its damages until਍ഀ such time as the exact amount of damages due to the State from the Local Agency is determined.਍ഀ If after such termination it is determined, for any reason, that the Local Agency was not in default਍ഀ or that the Local Agency's action/inaction was excusable, such termination shall be treated as a਍ഀ termination for convenience, and the rights and obligations of the parties shall be the same as if the਍ഀ contract had been terminated for convenience, as described herein.਍ഀ Section 14. Legal Authority਍ഀ The Local Agency warrants that it possesses the legal authority to enter into this contract and that਍ഀ it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that਍ഀ authority, and to lawfully authorize its undersigned signatory to execute this contract and to bind the਍ഀ Local Agency to its terms. The person(s) executing this contract on behalf of the Local Agency਍ഀ warrants that such person(s) has full authorization to execute this contract.਍ഀ Section 15. Representatives and Notice਍ഀ The State will 9rovide liaison with the Local Agency through the State's Region Director,਍ഀ Region 3, 222 S. 6 Street Grand Junction, CO 8150 1. Said Region Director will also be responsible਍ഀ for coordinating the State's activities under this contract. All communications relating to the day-to-਍ഀ day activities for the work shall be exchanged between representatives of the State's Transportation਍ഀ Region 3 and the Local Agency. All communication, notices, and correspondence shall be addressed਍ഀ to the individuals identified below. Either party may from time to time designate in writing new or਍ഀ substitute representatives.਍ഀ Page 7of12਍ഀ If to the State:਍ഀ If to the Local Agency:਍ഀ Martha Miller, PE਍ഀ Town of Vail਍ഀ CDOT Region 3਍ഀ Greg Hall਍ഀ Resident Engineer਍ഀ Director of Public Works਍ഀ 714 Grand Avenue਍ഀ 1309 Elkhorn Drive਍ഀ Eagle, CO 81631਍ഀ Vail, CO 81657਍ഀ (970) 328-6385਍ഀ (970) 479-2100਍ഀ Section 16. Successors਍ഀ Except as herein otherwise provided, this contract shall inure to the benefit of and be binding਍ഀ upon the parties hereto and their respective successors and assigns.਍ഀ Section 17. Third Party Beneficiaries਍ഀ It is expressly understood and agreed that the enforcement of the terms and conditions of this਍ഀ contract and all rights of action relating to such enforcement, shall be strictly reserved to the State਍ഀ and the Local Agency. Nothing contained in this contract shall give or allow any claim or right of਍ഀ action whatsoever by any other third person. It is the express intention of the State and the Local਍ഀ Agency that any such person or entity, other than the State or the Local Agency receiving services or਍ഀ benefits under this contract shall be deemed an incidental beneficiary only.਍ഀ Section 18. Governmental Immunity਍ഀ Notwithstanding any other provision of this contract to the contrary, no term or condition of਍ഀ this contract shall be construed or interpreted as a waiver, express or implied, of any of the਍ഀ immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity਍ഀ Act, § 24-10-101, et seq., C.R.S., as now or hereafter amended. The parties understand and agree਍ഀ that liability for claims for injuries to persons or property arising out of negligence of the State of਍ഀ Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and਍ഀ limited by the provisions of § 24-10-101, et seq., C.R.S., as now or hereafter amended and the risk਍ഀ management statutes, 24-30-1501, et seq., C.R.S., as now or hereafter amended.਍ഀ Section 19. Severability਍ഀ To the extent that this contract may be executed and performance of the obligations of the਍ഀ parties may be accomplished within the intent of the contract, the terms of this contract are severable,਍ഀ and should any term or provision hereof be declared invalid or become inoperative for any reason,਍ഀ such invalidity or failure shall not affect the validity of any other term or provision hereof.਍ഀ Section 20. Waiver਍ഀ The waiver of any breach of a term, provision, or requirement of this contract shall not be਍ഀ construed or deemed as a waiver of any subsequent breach of such term, provision, or requirement,਍ഀ or of any other term, provision or requirement.਍ഀ Page 8 of 12਍ഀ Section 21. Entire Understanding਍ഀ This contract is intended as the complete integration of all understandings between the਍ഀ parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any਍ഀ force or effect whatsoever, unless embodied herein by writing. No subsequent novation, renewal,਍ഀ addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a਍ഀ writing executed and approved pursuant to the State Fiscal Rules.਍ഀ Section 22. Survival of Contract Terms਍ഀ Notwithstanding anything herein to the contrary, the parties understand and agree that all਍ഀ terms and conditions of this contract and the exhibits and attachments hereto which may require਍ഀ continued performance, compliance or effect beyond the termination date of the contract shall਍ഀ survive such termination date and shall be enforceable by the State as provided herein in the event of਍ഀ such failure to perform or comply by the Local Agency.਍ഀ Section 23. Modification and Amendment਍ഀ This contract is subject to such modifications as may be required by changes in federal or਍ഀ State law, or their implementing regulations. Any such required modification shall automatically be਍ഀ incorporated into and be part of this contract on the effective date of such change as if fully set forth਍ഀ herein. Except as provided above, no modification of this contract shall be effective unless agreed to਍ഀ in writing by both parties in an amendment to this contract that is properly executed and approved in਍ഀ accordance with applicable law.਍ഀ Section 24. Option Letters਍ഀ Option Letters may be used to extend Agreement term, change the level of service within the਍ഀ current term due to unexpected overmatch, add a phase without increasing contract dollars, or਍ഀ increase or decrease the amount of funding. These options are limited to the specific scenarios਍ഀ listed below. The Option Letter shall not be deemed valid until signed by the State Controller or਍ഀ an authorized delegate.਍ഀ Following are the applications for the individual options under the Option Letter form:਍ഀ Option 1 - Option to extend or renew (this option applies to Highway and Signal maintenance਍ഀ contracts only). In the event the State desires to continue the Services and a replacement contract਍ഀ has not been fully approved by the termination date of this contract, the State, upon written notice਍ഀ to Contractor, may unilaterally extend this contract for a period of up to one (1) year. The਍ഀ contract shall be extended under the same terms and conditions as the original contract,਍ഀ including, but not limited to prices, rates and service delivery requirements. This extension shall਍ഀ terminate at the end of the one (1) year period or when the replacement contract is signed by the਍ഀ Colorado State Controller or an authorized delegate.਍ഀ Page 9 of 12਍ഀ The State may exercise this option by providing a fully executed option to the contractor,਍ഀ within thirty (30) days prior to the end of the current contract term, in a form substantially equivalent਍ഀ to Exhibit C. If the State exercises this option, the extended contract will be considered to include਍ഀ this option provision. The total duration of this contract, including the exercise of any options under਍ഀ this clause, shall not exceed five (5) years.਍ഀ Option 2 - Level of service chanee within current term due to unexpected overmatch in an਍ഀ overbid situation only. In the event the State has contracted all project funding and the Local਍ഀ Agency's construction bid is higher than expected, this option allows for additional Local਍ഀ Overmatch dollars to be provided by the Local Agency to be added to the contract. This option is਍ഀ only applicable for Local Overmatch on an overbid situation and shall not be intended for any਍ഀ other Local Overmatch funding.਍ഀ The State may unilaterally increase the total dollars of this contract as stipulated by the executed਍ഀ Option Letter (Exhibit C), which will bring the maximum amount payable under this contract਍ഀ to the amount indicated in Section 4 Project Funding Provisions attached to the executed Option਍ഀ Letter. Performance of the services shall continue under the same terms as established in the਍ഀ contract. The State will use the Financial Statement submitted by the Local AQencv for਍ഀ "Concurrence to Advertise " as evidence of the Local AQencv's intent to award and it will also਍ഀ provide the additional amount required to exercise this option. If the State exercises this option,਍ഀ the contract will be considered to include this option provision.਍ഀ Option 3 - Option to add overlannins chase without increasine contract dollars. The State may਍ഀ require the contractor to begin a phase that may include Design, Construction, Environmental,਍ഀ Utilities, ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or਍ഀ Railroads) as detailed in Exhibit A and at the same terms and conditions stated in the original਍ഀ contract with the contract dollars remaining the same. The State may exercise this option by਍ഀ providing a fully executed option to the contractor within thirty (30) days before the initial targeted਍ഀ start date of the phase, in a form substantially equivalent to Exhibit C. If the State exercises this਍ഀ option, the contract will be considered to include this option provision.਍ഀ Option 4 - To update funding (increases and/or decreases) with a new Section 4. This option can਍ഀ be used to increase and/or decrease the overall contract dollars (state, federal, local match, local਍ഀ agency overmatch) to date, by replacing the original funding Section 4 in the Original Contract਍ഀ with an updated Section 4.਍ഀ The State may have a need to update changes to state, federal, local match and local agency਍ഀ overmatch funds, which will be attached to the option form. The State may exercise this option by਍ഀ providing a fully executed option to the contractor within thirty (30) days after the State has received਍ഀ notice of funding changes, in a form substantially equivalent to Exhibit C. If the State exercises this਍ഀ option, the contract will be considered to include this option provision.਍ഀ Page 10 of 12਍ഀ Section 25. Disputes਍ഀ Except as otherwise provided in this contract, any dispute concerning a question of fact਍ഀ arising under this contract which is not disposed of by agreement, will be decided by the Chief਍ഀ Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and਍ഀ conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision,਍ഀ the Local Agency mails or otherwise furnishes to the State a written appeal addressed to the਍ഀ Executive Director of the Department of Transportation. In connection with any appeal proceeding਍ഀ under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer਍ഀ evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency਍ഀ shall proceed diligently with the performance of the contract in accordance with the Chief Engineer's਍ഀ decision. The decision of the Executive Director or his duly authorized representative for the਍ഀ determination of such appeals will be final and conclusive and serve as final agency action. This਍ഀ dispute clause does not preclude consideration of questions of law in connection with decisions਍ഀ provided for herein. Nothing in this contract, however, shall be construed as making final the਍ഀ decision of any administrative official, representative, or board on a question of law.਍ഀ Page 11 of 12਍ഀ THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT਍ഀ LOCAL AGENCY:਍ഀ TOWN OF VAIL਍ഀ Legal Name of Contracting Entity਍ഀ CDOT Vendor Number 2000003਍ഀ Signature of Authorized Officer਍ഀ Print Name & Title of Authorized Officer਍ഀ LOCAL AGENCY:਍ഀ (A Local Agency seal or attestation is required.)਍ഀ Attest (Seal) By਍ഀ (Town/City/County Clerk)਍ഀ STATE OF COLORADO:਍ഀ BILL RITTER, JR.਍ഀ GOVERNOR਍ഀ By਍ഀ For Executive Director਍ഀ Department of Transportation਍ഀ (Place Local Agency seal here, if available)਍ഀ ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER਍ഀ CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State਍ഀ Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance਍ഀ until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado਍ഀ may not be obligated to pay for the goods and/or services provided.਍ഀ STATE CONTROLLER:਍ഀ DAVID J. MC DERMOTT, CPA਍ഀ By:਍ഀ Date:਍ഀ Page 12 of 12਍ഀ Exhibit A਍ഀ SCOPE OF WORK਍ഀ It਍ഀ EXHIBINT A਍ഀ COLORADO DEPARTMENT OF TRANSPORTATION I Orig.Date: 09/09/2008਍ഀ DESIGN DATA I Rev.Date:਍ഀ Revision I<: 0਍ഀ Page 1 to 3 I Region 1t: 03਍ഀ Status: ® Preliminary[] Final ❑ Revised਍ഀ Submitted By PM: LOMBARDIP Approved by Program Engineer:਍ഀ Date:਍ഀ Revised by:਍ഀ Date: I I਍ഀ Geographic Location: VAIL 1-70 FRONTAGE ROADS MP 173਍ഀ Type of Terrain: Mountainous਍ഀ Description of Proposed ConstructioNlmprovement(Attach map showing site location)਍ഀ REALIGN 1-70 FRONTAGE ROAD਍ഀ a Project Characteristics (Proposed)਍ഀ ❑਍ഀ Lighting਍ഀ ❑਍ഀ Handicao Ramps਍ഀ ❑਍ഀ Curb and Gutter਍ഀ ❑਍ഀ Curb Only਍ഀ Fl਍ഀ Sldwaik Width--਍ഀ F-1਍ഀ Bikeway Width=਍ഀ ❑਍ഀ Parking Lane Width=਍ഀ Q਍ഀ Detours਍ഀ ❑਍ഀ Landscaping requirements (description):਍ഀ Right of Way਍ഀ Yes/No Est. 8਍ഀ ROW Wor Perm. Easement Required਍ഀ No਍ഀ Relocation Required਍ഀ No਍ഀ Temporary Easement Required:਍ഀ No਍ഀ Changes in Access:਍ഀ No਍ഀ Changes to Connecting Roads:਍ഀ No਍ഀ Railroad Crossings਍ഀ If of Crossings:਍ഀ Recommendations :਍ഀ Project Code If (SA#): 17020 I STIPA: SIN7010਍ഀ Project a: CC 0702-287਍ഀ PE Project Code:਍ഀ Project Description: 1-70 Vail Frontage Road - Evervail਍ഀ County: 037਍ഀ Municipality: Vail਍ഀ System Code: (-Interstate਍ഀ Oversight By: X-Full Oversighted਍ഀ Planned Length: 2.000਍ഀ Median (Type): ❑ Depressed ❑ Painted ❑ Raised ❑ None਍ഀ ❑ Traffic Control Signals ❑ Strioing਍ഀ Left-Turn Slots ❑ Continuous Width=਍ഀ F1 Right-TumSlots F-) Continuous Width-਍ഀ Signing R Construction Permanent਍ഀ ❑ Other (description):਍ഀ a Utilities (list names of known utility companies)਍ഀ Unknown਍ഀ 0 1 Environmental Type: Approved On: Project Code M Cleared Under: Project M Cleared Under:਍ഀ None਍ഀ Comments:਍ഀ Coordination਍ഀ ❑ Withdrawn Lands (Power Sites, Reservoirs, Etc.) Cleared through BLM or Forest Service Offk:e Irrigation Ditch Name:਍ഀ ❑ New Traffic Ordinance Required ❑ Modify Schedule of Existing Ordinance Muncipality: Vail਍ഀ Other:਍ഀ Construction Method I Advertised By: NoAd Reason: Entity / Agency Contact Name: I Phone C਍ഀ State਍ഀ Safety Considerations 7 Project Under: Guardrail meets current standards:਍ഀ ❑ Variance in Minimum Design Standards Required ❑ Safety project not all standards Comments:਍ഀ ❑ Justification Attached ❑ Request to be Submittec addressed਍ഀ Q Bridge(see Item 12) n See Remarks਍ഀ ❑ Stage Construction (explain In remarks)਍ഀ 3R projects਍ഀ Safety Evaluation Comoiete (date):਍ഀ No਍ഀ E)(VAIB਍ഀ 00਍ഀ m਍ഀ G਍ഀ q 1 ~ 7਍ഀ O਍ഀ S਍ഀ a਍ഀ a਍ഀ N਍ഀ N਍ഀ ~t਍ഀ C1਍ഀ ❑਍ഀ F਍ഀ o਍ഀ r n਍ഀ N to਍ഀ M਍ഀ C U ~ lS ~ _ r- _ „n...਍ഀ N N a 9 fL '8 N a਍ഀ ~ 3e ~ ~ U o 1= ~ N 6. y 7 ~ 'S 4 ~ ~਍ഀ V N਍ഀ a 01" m ¢wu~LL਍ഀ Ct _਍ഀ a ~਍ഀ EXHIBITA਍ഀ Page 3 of 3 1Project Code p(SAA): Project 8: I Revise Date:਍ഀ 17020 I CC 0702-287਍ഀ Major Structures S= to stay, R= to be removed, P= proposed new structure਍ഀ Reference Standard Structure Structural Horizontal Vertical Year਍ഀ Structure IN I • I Length I Point I Feature Intersected I Width l Roadway 1C apacity Clearance I Clearance I Built਍ഀ Proposed Treament of Bridges to Remain in Place(address bridge rail, capacity, and allowable surfacing thickness):਍ഀ id Remarks਍ഀ Exhibit B਍ഀ LOCAL AGENCY਍ഀ ORDINANCE਍ഀ or਍ഀ RESOLUTION਍ഀ Exhibit C਍ഀ SAMPLE IGA OPTION LETTER਍ഀ (This option has been created by the Office of the State Controller for CDOT use only)਍ഀ NOTE: This option is limited to the specific contract scenarios listed below AND cannot be used in place of exercising a formal਍ഀ amendment.਍ഀ Date: State Fiscal Year: Option Letter No. CLIN Routing #਍ഀ Contractor / Local Agency :਍ഀ A. SUBJECT: (Choose applicable options listed below AND in section B and delete the rest)਍ഀ 1. Option to renew (for an additional term) applies to Highway and Signal maintenance਍ഀ contracts ONLY; this renewal਍ഀ cannot be used to make any change to the original scope of work;਍ഀ 2. Level of service change within current term due to an unexpected Local overmatch on an overbid਍ഀ situation ONLY;਍ഀ 3. Option to add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or਍ഀ Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads);਍ഀ 4. Option to update funding (a new Section 4. Project Funding Provisions must be refernced with the਍ഀ option letter and shall be labeled Revision 1 to Section 4. Project Funding Provisions (future changes਍ഀ for this option shall be labeled as follows: Revison 2, etc.)਍ഀ B. REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth਍ഀ below:਍ഀ (Insert the following Ianrtuage for use with Ootions #11L.਍ഀ In accordance with Paragraph(s) of contract routing number (insert FY. Aaencv code. & CLIN਍ഀ routina #J, between the State of Colorado, Department of Transportation, and (insert contractor's name) the਍ഀ state hereby exercises the option for an additional term of (insert verformance period here) at a cost/price਍ഀ specified in Paragraph/Section/Provision of the original contract, AND/OR an increase in਍ഀ the amount of goods/services at the same rate(s) as specified in Paragraph of the਍ഀ original contract.਍ഀ (Insert the following lanquaae for use with Option #21L.਍ഀ In accordance with the terms of the original contract (insert FY. Aaencv code & CLIN routina between the਍ഀ State of Colorado, Department of Transportation and (insert contractor's name here), the State hereby਍ഀ exercises the option to record a level of service change due to unexpected overmatch dollars due to an਍ഀ overbid situation. The contract is now increased by (indicate additional dollars here) specified in਍ഀ Paragraph/Section/Provision of the original contract.਍ഀ (Insert the following lanauaae for use with Option #31:਍ഀ In accordance with the terms of the original contract (insert FY. Aaencv code & CLIN routina between the਍ഀ State of Colorado, Department of Transportation and (insert contractor's name here), the State hereby਍ഀ exercises the option to add an overlapping phase in (indicate Fiscal Year here) that will include (describe਍ഀ which vhase will be added and include all that aovly - Desian. Construction. Environmental. Utilities. ROW਍ഀ incidentals or Miscellaneous). Total funds for this contract remain the same (indicate total dollars here) as਍ഀ referenced in Paragraph/Section/Provision/Exhibit of the original contract.਍ഀ (insert the following language for use with Option #41:਍ഀ In accordance with the terms of the original contract (insert FY. Aaencv code & CLIN routina between਍ഀ the State of Colorado, Department of Transportation and (insert contractor's name here), the State hereby਍ഀ exercises the option to update funding based on changes from state, federal, local match and/or local਍ഀ agency overmatch funds. The contract is now (select one: increased and/or decreased) by (insert dollars਍ഀ here) specified in Paragraph/-Section/-Provision/Exhibit of the original contract. A new਍ഀ Section 4. Project Funding Provisions is made part of the original contract and replaces the original਍ഀ Section 4. Project Funding Provisions.਍ഀ Exhibit C - Page 1 of 2਍ഀ Exhibit C਍ഀ (The following lanauaae must be included on all ootions):਍ഀ The amount of the current Fiscal Year contract value is (increased/decreased) by amount of chance) to a਍ഀ new contract value of ) to satisfy services/goods ordered under the contract for the current਍ഀ fiscal year (indicate Fiscal Year). The first sentence in Paragraph/Section/Provision is hereby਍ഀ modified accordingly.਍ഀ The total contract value to include all previous amendments, option letters, etc. is਍ഀ The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is਍ഀ later.਍ഀ APPROVALS:਍ഀ For the Contractor / Local Aaencv :਍ഀ Legal Name of Contractor / Local Agency਍ഀ By:਍ഀ Print Name of Authorized Individual਍ഀ Signature:਍ഀ Date:਍ഀ Title: Official Title of Authorized Individual਍ഀ State of Colorado:਍ഀ Bill Ritter, Jr., Governor਍ഀ By: Date:਍ഀ Executive Director, Colorado Department of Transportation਍ഀ ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER,਍ഀ CRS §2430-202 requires the State Controller to approve all State Contracts. This Contract is not਍ഀ valid until signed and dated below by the State Controller or delegate. Contractor is not authorized਍ഀ to begin performance until such time. If Contractor begins performing prior thereto, the State of਍ഀ Colorado is not obligated to pay Contractor for such performance or for any goods and/or਍ഀ services provided hereunder.਍ഀ State Controller਍ഀ David J. McDermott, CPA਍ഀ By:਍ഀ Date:਍ഀ Issuance date: July 1, 2008਍ഀ Exhibit C - Page 2 of 2਍ഀ Exhibit D਍ഀ LOCAL AGENCY਍ഀ CONTRACT ADMINISTRATION਍ഀ CHECKLIST਍ഀ CDOT Form 1243਍ഀ NOT APPLICABLE TO THIS AGREEMENT਍ഀ Exhibit D਍ഀ