HomeMy WebLinkAbout2015-24 IGA with CDOT for I70 Underpass Future MaintenanceW
RESOLUTION NO. 24
Series of 2015
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT (THE
"IGA ") BETWEEN THE TOWN OF VAIL AND COLORADO DEPARTMENT OF
TRANSPORTATION REGARDING THE FUTURE MAINTENANCE OF THE 1 -70
VAIL UNDERPASS; 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 ");
WHEREAS, the members of the Town Council of the Town (the "Council ")
have been duly elected and qualified;
WHEREAS, the Town will partner with the Colorado Department of
Transportation ( "CDOT ") to construct the 1 -70 Vail Underpass (the "Project ");
WHEREAS, the Project, located at approximately halfway between the main
and west Vail exists, will be maintained by the Town and CDOT;
WHEREAS, the Council's approval of Resolution No. 24, Series 2015, is
required to enter into the Intergovernmental Agreement ( "IGA ").
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF
THE TOWN OF VAIL, COLORADO THAT:
Section 1. The Council hereby approves the IGA and authorizes the
Town Manager to enter into the IGA with CDOT on behalf of the Town in
substantially the same form as attached hereto as Exhibit A and in a form
approved by the Town Attorney.
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 18 day of August, 2015.
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To*n Cl
Resolution No. 24, Series of 2015 .
TO N 15�7
��i '•' Ludwig Kurz
n �, own Mayor ro -Tem
CONTRACT
THIS CONTRACT is made this _ day of 20_ by and between the State of
Colorado for the use and benefit of the COLORADO DEPARTMENT OF TRANSPORTATION
( "State" or "CDOT "), and the Town of Vail ( "Local Agency ") 1309 Elkhorn Drive, Vail, CO, 81657
CDOT Vendor #: 2000003, which may also be referred to herein individually, as a "Party" and
collectively as the "Parties."
RECITALS
Required approval, clearance and coordination have been accomplished from and with
appropriate agencies.
2. The parties desire to enter into this Contract to delineate each ones responsibilities for
maintenance of the I -70 Vail Underpass Project detailed in Exhibits;
3. The State and the Local Agency have the authority, as provided in Sections 29 -1 -203, 43 -1 -106,
43 -2 -103, 43 -2 -104, and 43 -2 -144 CRS, as amended, and in applicable ordinance or resolution
duly passed and adopted by the Local Agency, to enter into this Contract with the Local Agency
for the purpose of maintaining a an underpass under I -70 as hereinafter set forth; and
4. The Parties have the resources to perform the desired maintenance for the I -70 Vail Underpass,
Project STA 0702 -327 (19094) once completed.
THE PARTIES NOW AGREE THAT:
Section 1. Scope of Work
The I -70 Vail Underpass project is a partnership with the Town of Vail to study the feasibility of
adding an underpass perpendicular to I -70 at approximately mile marker 175. The proposed
underpass would connect the north and south Frontage Roads and would potentially improve
pedestrian and vehicular circulation west of the main Vail exit.
The Local Agency will be responsible for maintaining various improvements and structures
associated with the construction of the underpass as detailed in Exhibit A.
CDOT will be responsible for maintaining various I -70 structures and pavement as detailed 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:
Special Provisions contained in Section 21 of this Contract
This Contract
Exhibit A (Scope of Work)
Section 3. Term
This Contract shall be effective upon approval of the Chief Engineer. The term of this Contract
shall run in perpetuity or until it is modified or terminated in writing by one or both parties.
Section 4. State and Local Agency Commitments
A. CDOT and the Local Agency shall be responsible for "highway maintenance and operations" for
specific structure and highway segments described herein. Such responsibilities are detailed in Exhibit A.
B. CDOT and the Local Agency shall perform maintenance and operations under this Contract in
accordance with State policies and procedures. ( "Maintenance" does not include reconstruction of
portions of the highways destroyed by major disasters, fires, floods, or Acts of God. Provided, however,
that the Local Agency shall give the State immediate notice of the existence of any such conditions on the
highways.)
C. CDOT and the Local Agency shall perform all maintenance and operations responsibilities on an
annual basis. CDOT and the Local Agency's performance of such responsibilities shall comply with the
standards that are currently used by the State. Any standards /directions provided by the State's
representative to the Local Agency concerning the maintenance and operations services shall be in
writing.
D. The Local Agency shall perform maintenance and operations projects in accordance with the
terms of this Contract.
Section 5. Permission to Enter
The State grants, bargains and conveys to the Local Agency and its agents permission to enter,
occupy, then exit the State's ROW as necessary for the purpose of maintaining the areas, structures
and facilities described in Exhibit A to ensure their proper working condition as provided herein.
The Local Agency grants, bargains and conveys to CDOT and its agents permission to enter,
occupy, then exit the Local Agency's ROW as necessary for the purpose of inspecting and
maintaining to ensure their proper working condition as provided herein.
Section 6. Record Keeping
The Local Agency shall maintain a complete file of all records, documents, communications, and
other written materials, which pertain to the maintenance and operations plans under this
Contract. 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 to inspect the project
and to inspect, review and audit maintenance and operations project records.
Section 7. Termination Provisions
A. This Contract may be terminated by either party upon written notice thereof sent by registered,
prepaid mail and received by the non - terminating party.
Notwithstanding the above, this Contract may also be subject to:
B. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill its obligations
under this Contract, or if the Local Agency shall violate any of the covenants, Contracts, 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.
Section 8. Legal Authority
Both Parties hereto warrant that they possess the legal authority to enter into this Contract and that
they have taken all actions required by their respective procedures, by -laws, and/or applicable law to
exercise that authority, and to lawfully authorize its undersigned signatories to execute this Contract
and to bind their respective entities to its terms. The person(s) executing this Contract on behalf of
each Party warrants that such person(s) has full authorization to execute this Contract.
Section 9. Representatives and Notice
The State will provide liaison with the Local Agency through the State's Region Director, Region 3,
222 South 6t' Street, #317 Denver, Grand Junction 81501. Said Region Director will also be
responsible for coordinating the State's activities under this Contract and will also issue a "Notice to
Proceed" to the Local Agency for commencement of the Work. All communications relating to the
day -to -day activities for the work shall be exchanged between representatives of the State's
Transportation Region 6 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.
If to State:
Jacob Rivera, EIT III
CDOT Region 3 — Eagle Residency
714 Grand Avenue, PO Box 298
Eagle, CO 81631
970 - 328 -9937
jacob.rivera@state.co.us
If to the Local Agency:
Greg Hall, Public Works Director
Town of Vail
1309 Elkhorn Drive
Vail, CO 81657
970 - 479 -2158g
hall @vailgov.com
Section 10. 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 11. Third Party Beneficiaries
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.
Section 12. 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., CRS, 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, the Local
Agency and their respective departments, institutions, agencies, boards, officials and employees is
controlled and limited by the provisions of §24 -10 -101, et seq., CRS, as now or hereafter amended
and the risk management statutes, § §24 -30 -1501, et seq., CRS, as now or hereafter amended.
Section 13. 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 14. 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.
Section 15. 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 by both parties.
Section 16. 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 comply by the Local Agency.
Section 17. Modification and Amendment
A. 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.
B. Either party may suggest renegotiation of the terms of this Contract, provided that the Contract
shall not be subject to renegotiation more often than annually, and that neither Party shall be
required to renegotiate. If the Parties agree to change the provisions of this Contract, the
renegotiated terms shall not be effective until this Contract is amended/modified accordingly in
writing.
Section 18. 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.
Section 19. Does not supersede other agreements
This Contract is not intended to supersede or affect in any way any other contract (if any) that is
currently in effect between the State and the Local Agency for other "maintenance and operations
services" on State Highway rights -of -way within the jurisdiction of the Local Agency.
Section 20. Sub -Local Agencies
The Local Agency may enter into a subcontract for any part of the performance required under this
Contract, subject to advance written notice to the State. The State understands that the Local Agency
may intend to perform some or all of the services required under this Contract through a Sub-
contract. The Local Agency agrees not to assign this Contract without the express, written consent of
the State which shall not be unreasonably withheld. Except as herein otherwise provided, this
Contract shall inure to the benefit of and be binding only upon the parties hereto and their respective
successors and assigns.
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Section 21. Colorado Special Provisions apply to all Contracts except where noted in italics
1. CONTROLLER'S APPROVAL. CRS §24- 30- 202(1). This Contract shall not be valid until it has been
approved by the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24 -30- 202(5.5). Financial obligations of the State payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available.
3. GOVERNMENTAL IMMUNITY. 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, protections, or other provisions, of the
Colorado Governmental Immunity Act, CRS §24 -10 -101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
§§ 1346(b) and 2671 et seq., as applicable now or hereafter amended.
4. INDEPENDENT LOCAL AGENCY. Local Agency shall perform its duties hereunder as an independent
Local Agency and not as an employee. Neither Local Agency nor any agent or employee of Local Agency shall
be deemed to be an agent or employee of the State. Local Agency and its employees and agents are not entitled
to unemployment insurance or workers compensation benefits through the State and the State shall not pay for
or otherwise provide such coverage for Local Agency or any of its agents or employees. Unemployment
insurance benefits will be available to Local Agency and its employees and agents only if such coverage is
made available by Local Agency or a third party. Local Agency shall pay when due all applicable employment
taxes and income taxes and local head taxes incurred pursuant to this Contract. Local Agency shall not have
authorization, express or implied, to bind the State to any contract, liability or understanding, except as
expressly set forth herein. Local Agency shall (a) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when
requested by the State, and (c) be solely responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW. Local Agency shall strictly comply with all applicable federal and State laws,
rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by
reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision
incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part
shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract, to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by
any extra judicial body or person. Any provision to the contrary in this contact or incorporated herein by
reference shall be null and void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds
payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer
software in violation of federal copyright laws or applicable licensing restrictions. Local Agency hereby
certifies and warrants that, during the term of this Contract and any extensions, Local Agency has and shall
maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Local Agency is in violation of this provision, the State may exercise any remedy available at
law or in equity or under this Contract, including, without limitation, immediate termination of this Contract
and any remedy consistent with federal copyright laws or applicable licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST /CONFLICT OF INTEREST. CRS § §24 -18 -201 and 24 -50 -507.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Contract. Local Agency has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
Local Agency's services and Local Agency shall not employ any person having such known interests.
10. VENDOR OFFSET. CRS § §24 -30 -202 (1) and 24-30-202.4. [Not Applicable to intergovernmental contracts]
Subject to CRS §24 -30 -202.4 (3.5), the State Controller may withhold payment under the State's vendor offset
intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support
arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39 -21 -101, et seq.;
(c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts
required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as
a result offinal agency determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to contracts relating to the offer,
issuance, or sale of securities, investment advisory services or fund management services, sponsored projects,
intergovernmental contracts, or information technology services or products and services] Local Agency
certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will
perform work under this Contract and will confirm the employment eligibility of all employees who are newly
hired for employment in the United States to perform work under this Contract, through participation in the E-
Verify Program or the Department program established pursuant to CRS §8- 17.5- 102(5)(c), Local Agency shall
not knowingly employ or contract with an illegal alien to perfrm work under this Contract or enter into a
Contract with a sub -Local Agency that fails to certify to Local Agency that the sub -Local Agency shall not
knowingly employ or contract with an illegal alien to perform work under this Contract. Local Agency (a) shall
not use E- Verify Program or Department program procedures to undertake preemployment screening ofjob
applicants while this Contract is being performed, (b) shall notes the sub -Local Agency and the contracting
State agency within three days if Local Agency has actual knowledge that a sub -Local Agency is employing or
contracting with an illegal alien for work under this Contract, (c) shall terminate the subcontract if a sub -Local
Agency does not stop employing or contracting with the illegal alien within three days of receiving the notice,
and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to
CRS §8 -17.5- 102(5), by the Colorado Department of Labor and Employment. If Local Agency participates in
the Department program, Local Agency shall deliver to the contracting State agency, Institution of Higher
Education or political subdivision a written, notarized affirmation, affirming that Local Agency has examined
the legal work status of such employee, and shall comply with all of the other requirements of the Department
program. If Local Agency fails to comply with any requirement of this provision or CRS §8 -17.5 -101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this Contract
for breach and, if so terminated, Local Agency shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24- 76.5 -101. Local Agency, if a natural
person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a)
is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the
provisions of CRS §24- 76.5 -101 et seq., and (c) has produced one form of identification required by CRS §24-
76.5 -103 prior to the effective date of this Contract.
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22. SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
* Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf
and acknowledge that the State is relying on their representations to that effect.
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24 -30 -202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed
and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance until such
time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local
Agency for such performance or for any goods and /or services provided hereunder.
LIM
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
Colorado Department of Transportation
THE LOCAL AGENCY
STATE OF COLORADO
TOWN OF VAIL
John W. Hickenlooper, GOVERNOR
Colorado Department of Transportation
Print:
Shailen P. Bhatt, Executive Director
Title:
By: Joshua Laipply, P.E., Chief Engineer
*Signature
Date:
Date:
2nd Local Agency Signature if needed
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
Print:
By:
Signature - Assistant Attorney General
Date:
Title:
*Signature
Date:
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24 -30 -202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed
and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance until such
time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local
Agency for such performance or for any goods and /or services provided hereunder.
LIM
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
Colorado Department of Transportation
EXHIBIT A — SCOPE
Scope of Work
CDOT Region 3
1 -70 Vail Underpass - Maintenance
CDOT Project No. STA 0702 -327 (19094)
11 June 2015
Maintenance Responsibilities
Town of Vail to Maintain:
• Any irrigation systems created by the project in CDOT ROW.
• Any irrigated landscaping created by the project*
• All lighting - including lighting for the Underpass attached the bridge structures
• Sidewalks including curb ramps and detectable warnings— snow removal and
maintenance
• Curb and Gutter maintenance and capital improvements, including curb and gutter
adjacent to the roadway, in median islands and the inner circle of the roundabouts.
• All brick pavers maintenance and replacement
• Maintenance of the truck aprons and curbs, including truck blisters, at the roundabouts.
• Any decorative aspects to retaining walls and /or 1 -70 EB and WB Bridges including Stone
Veneer.
• Fencing on top of all retaining walls including Town of Vail Pedestrian Railing.
• Decorative Signing and "Truck Route" signing of North and South Frontage roads and
underpass connection.
• Graffiti removal on the following: 1 -70 bridge abutment walls, underneath the 1 -70 Bridges,
and all retaining walls.
*Local Agency shall apply for a landscape and /or special use permit prior to any additional
improvements on the project.
CDOT to maintain:
• All 1 -70 pavement maintenance and capital improvements, including sweeping.
• Frontage Road and Underpass long term pavement maintenance including capital
improvements (excluding sweeping)
• Structural components of retaining walls and 1 -70 bridges.
• Guardrail and bridge rail along 1 -70
• Fence along 1 -70 including chain link fence on top of retaining walls.
• Maintain and mow per Maintenance Level of Service, all un- irrigated landscaping (CDOT
approved seed mix only, 3:1 slope or shallower).
Upon acceptance of the project the above responsibilities take effect.
The above delineations apply only to new construction produced by the project. Existing unaltered
appurtenances will continue to be maintained as they are currently.
EXHIBIT B (NOT APPLICABLE)
LOCAL AGENCY
ORDINANCE or RESOLUTION