HomeMy WebLinkAbout2016-35 IGA with CDOT for Highway MaintenanceRESOLUTION NO. 35
Series of 2016
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE
TOWN OF VAIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION
REGARDING HIGHWAY MAINTENANCE; 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; and
WHEREAS, the members of the Town Council of the Town (the "Council") have been
duly elected and qualified; and
WHEREAS, Colorado Revised Statute §§43-2-102 and 103 requires the Colorado
Department of Transportation ("CDOT") to maintain State highways, including highways
extending through a city or an incorporated town; and
WHEREAS, the Town and CDOT wish to enter into the Intergovernmental
Agreement (the "IGA") authorizing the Town to provide some or all maintenance services on
state highways within the Town, and for State of Colorado to pay the Town a negotiated rate
for such services; and
WHEREAS, the Town has adequate facilities to perform the desired maintenance
services on State highways within the town limits; and
WHEREAS, the Council finds and determines that IGA is necessary and will promote
the health, safety, morals, and general welfare of the Town; and
WHEREAS, the Council's approval of Resolution No. 35, Series 2016, is required to
enter into an 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, 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 • the Town Council
of the Town of Vail held this 15th day of November, 2016.
Resolution No. 35, Series 2016
Dave Chapin,
Town Mayor
(State $HWY Mtce)
TOWN OF VAIL
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Rev 10/03
Region: 3 (JH)
CONTRACT
THIS AGREEMENT is entered into by and between TOWN OF VAIL (hereinafter called the "Local Agency" or
"Contractor"), and the STATE OF COLORADO acting by and through the Department of Transportation
(hereinafter called the "State" or "CDOT").
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: 2150, GL Account: 4541000020, and Cost Center: R3200-010. (Contract Encumbrance
Amount: $131,152.00).
2. Required approval, clearance and coordination have been accomplished from and with appropriate agencies.
3. Section 43-2-135(1)(i) C.R.S., as amended, requires the State to install, operate, maintain and control, at State
expense, all traffic control devices on the state highway system within cities and incorporated towns.
4. The parties desire to enter this Contract for the Contractor to provide some or all of the certain Highway
maintenance services on state highways that are the responsibility of the State under applicable law, and for the
State to pay the Contractor a reasonable negotiated fixed rate for such services.
5. The parties also intend that the Contractor shall remain responsible to perform any services and duties on state
highways that are the responsibility of the Contractor under applicable law, at its own cost.
6. The State and the Contractor have the authority, as provided in Sections 29-1-203, 43-1-106, 43-2-103, 43-2-104,
and 43-2-144 C.R.S., as amended, and in applicable ordinance or resolution duly passed and adopted by the
Contractor, to enter into contract with the Contractor for the purpose of maintenance of traffic control devices on
the state highway system as hereinafter set forth.
7. The Contractor has adequate facilities to perform the desired maintenance services on State highways within its
jurisdiction.
THE PARTIES NOW AGREE THAT:
Section 1. Scope of Work
The Local Agency shall perform all Maintenance Services for the specified locations located within the Local Agency's
jurisdiction and described in Exhibit A. Such services and highways are further detailed in Section 5.
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. Special Provisions contained in section 22 of this Contract
2. This Contract
3. Exhibit A (Scope of Work)
4. Exhibit C (Option Letter)
5. Exhibit D (Encumbrance Letter).
Section 3. Term
This contract shall be effective upon the date signed/approved by the State Controller, or designee. The term of this
contract shall be for a term ending June 30, 2021. Provided, however, that the State's financial obligation for each
subsequent, consecutive fiscal year of that term after the first fiscal year shall be subject to and contingent upon funds
for each subsequent year being appropriated, budgeted, and otherwise made available therefor.
Section 4. Project Funding and Payment Provisions
A. The Local Agency has estimated the total cost of the work and is prepared to accept the state 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 complete the
work under the project. A copy of this ordinance or resolution is attached hereto and incorporated herein as
Exhibit B.
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B. Subject to the terms of this Contract, for the satisfactory performance of the Maintenance Services on the
Highways, as described in Section 5, the State shall pay the Local Agency on a lump sum basis, payable upon
receipt of statement of work performed by the Local Agency, but not more often that monthly, as provided herein.
C. The Local Agency will provide Maintenance Services as described in Exhibit A, for a total maximum amount
of $131,152.00 per State fiscal year, and a maximum contract total shall not exceed the cumulative five-
year total of $655,760.00. The negotiated rate per mile shall remain fixed for the full five-year term of the
contract, unless this rate is renegotiated in accord with the procedure set forth herein in Section 17. The total
payments to the Local Agency during the term of this contract shall not exceed that maximum amount, unless this
contract is amended. The Local Agency will bill the State monthly and the State will pay such bills within 45
days.
D. The State shall pay the Local Agency for the satisfactory operation and maintenance of traffic control devices
under this agreement at the rates described in Exhibit A.
E. The statements submitted by the Local Agency for which payment is requested shall contain an adequate
description of the type(s) and the quantity(ies) of the Maintenance Services performed, the date(s) of that
performance, and on which specific sections of the Highways such services were performed, in accord with
standard Local Agency billing standards.
F. If the Local Agency fails to satisfactorily perform the Maintenance Services or if the statement submitted by the
Local Agency does not adequately document the payment requested, after notice thereof from the State, the State
may deduct and retain a proportionate amount from the monthly payment, based on the above rate, for that
segment or portion.
Section 5: State & Local Agency Commitments:
A. The Local Agency shall perform the Maintenance Services for the certain State Highway System locations
described herein. Such services and locations are detailed in Exhibit A.
B. The Local Agency shall operate and maintain the highway miles as listed on Exhibit A. As used herein the term
"maintenance services" shall mean only those maintenance services normally performed by the State to comply
with its responsibility under §§43-2-102 and 43-2-135, C.R.S., as described in the State's then current
"Maintenance Management Information Manual", as amended, which is incorporated herein by this reference.
The Local Agency shall obtain a copy of that Manual from the State before it performs any Maintenance Services
under this contract. Maintenance Services do 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.)
I. Maintenance Services to be performed by the Local Agency, at State expense, for the
Highways under this contract shall include (without limitation) the following services:
a. Removal of snow, sanding and salting.
b. Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating, including
shoulders, and damage caused by ordinary washouts.
c. Warning the State's representative of any "dangerous condition" (as defined in §24-10-103(1) C.R.S., as
amended), and/or repairing that condition.
d. Inspecting State Highway signing and regulatory devices on the Highways at least weekly and notifying
the State's Regional Transportation Director as soon as the Local Agency has notice of any State
Highway signing and regulatory devices in need of repair.
2. Local Agency shall also continue to perform, at its own expense, all activities/duties on the Highways that
Local Agency is required to perform by §43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not
limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of
roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage
structures, excluding storm sewers.
C. The Local Agency shall perform all Maintenance Services on an annual basis. The Local Agency's performance
of such services shall comply with the same standards that are currently used by the State for the State's
performance of such services, for similar type highways with similar use, in that year, as determined by the State.
The State's Regional Transportation Director, or their representative, shall determine the then current applicable
maintenance standards for the Maintenance Services. Any standards/directions provided by the State's
representative to the Local Agency concerning the Maintenance Services shall be in writing. The Local Agency
shall contact the State Region office and obtain those standards before the Local Agency performs such services.
D. The Local Agency shall perform the Maintenance Services in a satisfactory manner and in accordance with the
terms of this contract. The State reserves the right to determine the proper quantity and quality of the Maintenance
Services performed by the Local Agency, as well as the adequacy of such services, under this contract. The State
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may withhold payment, if necessary, until Local Agency performs the Maintenance Services to the State's
satisfaction. The State will notify the Local Agency in writing of any deficiency in the Maintenance Services.
The Local Agency shall commence corrective action within 24 hours of receiving actual or constructive notice of
such deficiency: a) from the State; b) from its own observation; or c) by any other means. In the event the Local
Agency, for any reason, does not or cannot correct the deficiency within 24 hours, the State reserves the right to
correct the deficiency and to deduct the actual cost of such work from the subsequent payments to the Local
Agency, or to bill the Local Agency for such work.
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 costs incurred under this contract. The Local Agency shall maintain such records for
a period of three (3) years after the date of termination of this 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 7. Termination Provisions
This contract may be terminated as follows:
A. This Contract may be terminated by either party, but only at the end of the State fiscal year (June 30), and only
upon written notice thereof sent by registered, prepaid mail and received by the non -terminating party, not later
than 30 calendar days before the end of that fiscal year. In that event, the State shall be responsible to pay the
Local Agency only for that portion of the highway Maintenance Services actually and satisfactorily performed
up to the effective date of that termination, and the Local Agency shall be responsible to provide such services up
to that date, and the parties shall have no other obligations or liabilities resulting from that termination.
Notwithstanding subparagraph A above, this contract may also be terminated as follows:
B. Termination for Convenience. The State may terminate this contract at any time the State determines that the
purposes of the distribution of moneys under the contract would no longer be served by completion of the project.
The State shall effect such termination by giving written notice of termination to the Local Agency and specifying
the effective date thereof, at least twenty (20) days before the effective date of such termination.
C. 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.
D. Termination Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid,
reimbursed, or otherwise compensated with federal and/or State funds which are available to the State for the
purposes of contracting for the Project provided for herein, and therefore, the Local Agency expressly understands
and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon
availability of such funds to the State. In the event that such funds or any part thereof are not available to the
State, the State may immediately terminate or amend this contract.
Section 8. 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
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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 9. Representatives and Notice
The State will provide liaison with the Local Agency through the State's Region Director, Region 3, 222 S. 6th St.
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 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.
If to State If to the Local Agency
CDOT Region: 3 Town of Vail
Michael Goolsby Greg Hall
Maintenance Superintendent Public Works Director
606 S. 9th Street 1309 Elkhorn Drive
Grand Junction, CO 81501 Vail, CO 81657
970-683-6306 970-479-2158
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
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 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., 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 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 pursuant to the State Fiscal Rules.
Section 16. Survival of Contract Terms
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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 17. 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.
A. Amendment
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. Provided, however, that the rates will be modified in accordance with
applicable cost accounting principles and standards (including sections 24-107-101, et seq., C.R.S. and
implementing regulations), and be based on an increase/decrease in the "allowable costs" of performing the Work.
Any such proposed renegotiation shall not be effective unless agreed to in writing by both parties in an amendment
to this contract that is properly executed and approved by the State Controller or delegee. Any such rate change
will go into effect on the first day of the first month following the amendment execution date.
B. Option Letter
a. The State may increase/decrease the quantity of goods/services described in Exhibit A at the same unit prices
(rates) originally established in the contract. The State may exercise the option by written notice to the Local
Agency in a form substantially equivalent to Exhibit C.
b. As a result of increasing/decreasing the locations, the State may also unilaterally increase/decrease the
maximum amount payable under this contract based upon the unit prices (rates) originally established in the
contract and the schedule of services required, as set by the terms of this contract. The State may exercise the
option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit
C, immediately upon signature of the State Controller or an authorized delegate. The Option Letter shall not
be deemed valid until signed by the State Controller or an authorized delegate. Any such rate change will go
into effect on the first day of the first month following the option letter execution date.
C. State Encumbrance Letter
The State may encumber the funds up to the maximum amount allowed during a given fiscal year by unilateral
execution of an encumbrance letter in a form substantially equivalent to Exhibit D. The State shall provide a fully
executed encumbrance letter to the Local Agency after execution. Delivery/performance of the goods/services
shall continue at the same rate and under the same terms as established in the contract.
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 agreement (if any) that is currently in effect
between the State and the Local Agency for other "maintenance services" on State Highway rights-of-way within the
jurisdiction of the Local Agency. Also, the Local Agency shall also continue to perform, at its own expense, all such
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activities/duties (if any) on such State Highway rights -of -ways that the Local Agency is required by applicable law to
perform.
Section 20. Subcontractors
The Local Agency may subcontract for any part of the performance required under this contract, subject to the Local
Agency first obtaining approval from the State for any particular subcontractor. The State understands that the Local
Agency may intend to perform some or all of the services required under this contract through a subcontractor. The
Local Agency agrees not to assign rights or delegate duties under this contract [or subcontract any part of the
performance required under the contract] without the express, written consent of the State; which shall not be
unreasonably withheld. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding
only upon the parties hereto and their respective successors and assigns.
Section 21. Statewide Contract Management System
If the maximum amount payable to Local Agency under this contract is $100,000 or greater, either on the Effective
Date or at any time thereafter, this §Statewide Contract Management System applies.
Local Agency agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103-
601, §24-103.5-101 and §24-105-102 concerning the monitoring of Local Agency performance on state contracts
and inclusion of contract performance information in a statewide contract management system.
Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and conditions
of this contract, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation
and Review of Local Agency's performance shall be part of the normal contract administration process and Local
Agency's performance will be systematically recorded in the statewide contract Management System. Areas of
Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information
relevant to the performance of Local Agency's obligations under this contract shall be determined by the specific
requirements of such obligations and shall include factors tailored to match the requirements of Local Agency's
obligations. Such performance information shall be entered into the statewide Contract Management System at
intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of
the contract term. Local Agency shall be notified following each performance Evaluation and Review, and shall
address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Local Agency demonstrated a gross failure to
meet the performance measures established hereunder, the Executive Director of the Colorado Department of
Personnel and Administration (Executive Director), upon request by the Department of Transportation, and showing
of good cause, may debar Local Agency and prohibit Local Agency from bidding on future contracts. Local Agency
may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either
removal or correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the
debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal
of the debarment and reinstatement of Local Agency, by the Executive Director, upon showing of good cause.
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Section 22. Special Provisions
These 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 CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor
and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an
agent or employee of the State. Contractor 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 Contractor or any of its agents or employees. Unemployment insurance benefits will be
available to Contractor and its employees and agents only if such coverage is made available by Contractor or a
third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes
incurred pursuant to this contract. Contractor shall not have authorization, express or implied, to bind the State to
any agreement, liability or understanding, except as expressly set forth herein. Contractor 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. Contractor 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. Contractor hereby certifies and warrants
that, during the term of this contract and any extensions, Contractor has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds. If the State determines that Contractor 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. Contractor has no interest and shall not acquire
any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's
services and Contractor 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
agreements] 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
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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 of
final agency determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to agreements relating to the
offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored
projects, intergovernmental agreements, or information technology services or products and services]
Contractor 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), Contractor shall not
knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract
with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E -Verify Program
or Department program procedures to undertake pre-employment screening of job applicants while this contract
is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if
Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work
under this contract, (c) shall terminate the subcontract if a subcontractor 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 Contractor participates in the Department program, Contractor shall deliver to the
contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation,
affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the
other requirements of the Department program. If Contractor 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, Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, 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.
Revised 1-1-09
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Rev. 3/31/2016
PO #: 471001032
Routing #: 17-HA3-ZH-00106
Section 23. 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.
THE LOCAL AGENCY
TOWN OF VAIL
Name:
By
STATE OF COLORADO
John W. Hickenlooper
Department of Transportation
(print name)
Title:
Date:
Joshua Laipply, P.E., Chief Engineer
(For) Shailen P. Bhatt, Executive Director
(print tide)
*Signature
Date:
2nd Local Agency Signature if needed
Name:
By
STATE OF COLORADO
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
(print name)
Title:
(paint title)
Date:
Signature — Assistant Attorney General
*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.
STATE OF COLORADO
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Colorado Department of Transportation
Date:
Document Builder Generated
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Page 9 of 9
Exhibit A, Scope of Work
Town of VAIL, Department of Public Works
Activity Name
Units
Flexible Pavement Patching/Minor Repairs
Square Yard
Rigid Pavement Patching/Minor Repairs
Square Yard
Snow Removal a Traction Application (Sanding, Deicers)
Mile (Plow Mile)
Snow Removal - Special Equipment
Labor Hours
A. Maintenance services to be performed by the Town, at the State's expense, for the Highways
described in this Scope of Work shall include the following services:
• Snow Plow Operations (CDOT will not pay per §43-2-135 for hauling of snow)
• Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating,
including shoulders; and damage caused by ordinary - washouts.
• Warning the State's representative of any "dangerous condition" (as that term is defined in §24-
10-103(1) C.R.S., as amended), and/or repairing that condition.
• While performing maintenance work on the Highways and concurrently Inspecting State
Highway signing and regulatory devices the Contractor shall notify the State's Region 3 Section
2 Maintenance Superintendent or a State representative as soon as any State Highway signing
and regulatory devices are in need of repair.
B. The Town shall also continue to perform, at its own expense, all activities/duties on the
Highways that the Town is required to perform by §43-2-135 (1) (a) and (e), C.R.S., as amended,
including, but not limited to: cutting weeds and grasses within the State's right of way; fence
maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches;
and repairing of drainage structures. The Contractor's performance of such services shall comply with
the same standards that are currently used by the State for the State's performance of such services,
for similar type highways with similar use, in that year, as determined by the State. The State's Region
3 Section 2 Maintenance Superintendent, or his representative, shall determine the then current
applicable maintenance standards for the maintenance services. Any standards/directions provided by
the State's representative to the Contractor concerning the maintenance services shall be in writing.
C. The statements submitted by the Town for which payment is requested shall contain an
adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the
date(s) of that performance, and on which specific sections of the Highways such services were
performed, in accord with Maintenance Services Activity Codes noted in section B, as shown above.
D. For Transparency as well as for Audit purposes, the following needs to be included in all billings
submitted on a monthly basis. The statements submitted by the Town for which payment is requested
shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services
performed, the date(s) of that performance, and on which specific sections of the Highways (as noted
above) such services were performed, in accord with standard Contractor billing standards.
E. Monthly billing is based on service performed in each month; it is not based on equal billings.
Some months may have no chargeable services, while others may be well over an average monthly
amount.
Exhibit A — Page 1 of 2
F. FY 17 of this Agreement shall be less than a full year and shall commence on the date of
execution by the State Controller or designee (Effective Date). No work shalt be performed by Local
Agency before Effective Date nor shall any billings be submitted by Local Agency or any payments made
to Local Agency before Effective Date.
State Highways
Miles
Lane Miles
1-70 Frontage Road MP 172.2 - MP 180.3
Including: Fall Line Drive
New Underpass Roadway
8.1
11.59
Total Mileage for Maintenance 11.59 Lane Miles
Rate:
$11,316.00 per mile X 11.59 lane miles = $131,152.00 Per Fiscal Year
$131,152.00 per year X 5 years = $655,760.00 Total Contract Value
Exhibit A — Page 2 of 2
Local Agency
Ordinance
or
Resolution
Exhibit B
SAMPLE IGA OPTION LETTER
Highway or Traffic Maintenance
(This option has been created by the Office of the State Controller for CDOT use only)
Date:
State Fiscal Year:
Option Letter No.
Routing #
Vendor name:
1) SUBJECT:
Change in the amount of goods within current term.
2) REQUIRED PROVISIONS:
In accordance with Section 17 of contract routing number insert FY, agency code & routing #, between
the State of Colorado, Department of Transportation, and insert Local Agency name the state hereby
exercises the option to an increase/decrease in the amount of goods/services at the same rate(s) specified
in Exhibit A.
The amount of the current Fiscal Year contract value (encumbrance) is increased/decreased by $ amount
of change to satisfy services/goods ordered under the contract for the current fiscal year insert fiscal year.
The Contract Encumbrance Amount in Recital 1 is hereby modified to $amount of new annual
encumbrance, and Section 4, B, 1 shall also be modified to show the annual not to exceed amount to
$amount of new annual encumbrance and the Contract (five-year term) not to exceed amount shall be
modified to $amount of the new five-year maximum.
The total contract value to include all previous amendments, option letters, etc. is $insert
accumulated/total encumbrance amount.
3) EFFECTIVE DATE:
The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is
later.
APPROVALS:
State of Colorado:
JOHN W. HICKENLOOPER, GOVERNOR
By: Date:
Timothy J. Harris, P.E., Chief Engineer, Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 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. Local Agency is not
authorized to begin performance until such time. If Local Agency begins performing prior thereto,
the State of Colorado is not obligated to pay Local Agency for such performance or for any goods
and/or services provided hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By:
Date:
Form date: August 16, 2013
Exhibit C — Page 1 of 1
ENCUMBRANCE LETTER
Date:
State Fiscal Year:
Encumbrance Letter No.
Routing #:
Orig. IGA:
P0:
1) Encumber fiscal year funding in the contract.
2) PROVISIONS: In accordance with Section 4 and Exhibit C of the original Contract routing
number Orig Routing # between the State of Colorado, Department of Transportation, and
Contractor's Name, covering the term July 1, Year through June 30, Year, the State hereby
encumbers funds for the goods/services specified in the contract for fiscal year
The amount to be encumbered by this Encumbrance Letter is $amount of change. The Total
contract (encumbrance) amount, including all previous amendments, option letters, etc. is
$Insert New $ Amt.
3) EFFECTIVE DATE. The effective date of this Encumbrance Letter is upon approval of the State
Controller.
STATE OF COLORADO
John W. Hickenlooper, GOVERNOR
Department of Transportation
By:
Joshua Laipply, P.E., Chief Engineer
(For) Shailen Bhatt, Executive Director
Date:
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 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
Robert Jaros, CPA, MBA, JD
By:
Department of Transportation
Date:
Exhibit D — Page 1 of 1