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HomeMy WebLinkAbout1997-15 Adopting the Contract with CDOT for Funding for the West Vail Roundabout ProjectRESOLUTION NO. 15 SERIES OF 1997 A RESOLUTION ADOPTING THE CONTRACT BETWEEN THE COLORADO DEPARTMENT OF TRANSPORTATION AND THE TOWN OF VAIL FOR FUNDING FOR THE WEST VAIL ROUNDABOUT PROJECT. WHEREAS, the State of Colorado for the use and benefit of the Colorado Department of Transportation has authority to budget appropriate and otherwise make available funds in fiscal years 2002 through 2005 toward the costs of the West Vail Roundabout project; and WHEREAS, the Town has embarked upon and is working towards completion of the interchange improvements. that: NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail, Colorado The Vail Town Council authorizes the Town Manager to enter into the contract which is attached hereto as Exhibit A, which creates the obligation of the Colorado Department of Transportation to repay the Town for costs advanced by the Town, up to the amount of $3 million, subject to the annual budgeting of such funds by the Transportation Commission. 2. This resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPT D this/9G day of August, 1997. Robert W. Armour, Mayor ATTEST: U 4. Widdat-yt_ Holly L. McCutcheon, Town Clerk CARESOLU97. f 5 r C 0702-212 (11992) WEST VAIL INTERCHANGE 97 HA3 01069 Vail/Region 3 (TDR) CONTRACT THIS CONTRACT, made this day of , 1997, by and between the State of Colorado for the use and benefit of THE COLORADO DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the State or CDOT, and the TOWN OF VAIL, 75 South Frontage Road, Vail, CO 81657, FEIN: 840571385, hereinafter referred to as the Local Agency or the Town, WHEREAS, authority exists in the law and it is the intent of CDOT, subject to the conditions set forth hereinafter in this agreement, to budget, appropriate and otherwise make available a sufficient balance in the fiscal years 2002 through and including 2005 for payment of the Local Agency in Fund 400, Approp. Code 010, Proj. No. 11892, (Anticipated Contract Encumbrance Amounts: $300,000.00 in FY2002, and $900,000.00 each FYS 2003, 2004, and 2005) ; and WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate agencies; and WHEREAS, the Town desires to improve the West Vail Interchange before the 1999 World Alpine Ski Championships; and WHEREAS, the Town has estimated the total cost of the interchange improvements, hereinafter referred to as "the work", to be $6,000,000.00; and WHEREAS, CDOT, as evidenced by Transportation Commission Resolution TC -519 a copy of which is attached hereto and incorporated herein as Exhibit C, desires to contribute 50% of the cost of the work, not to exceed $3,000,000.00, but will not have any funds available until fiscal year 2002 (FY2002) at the earliest: and WHEREAS, CDOT anticipates that, subject to the availability of funds and Transportation Commission budgeting and approval, it will be able to repay the Town up to $300,000.00 in FY2002, and $900,000.00 in FY2003, another $900,000.00 in FY20004 and a final payment of 900,000.00 in FY2005: and WHEREAS, the Town recognizes and accepts the fact that future CDOT repayment of 50% of the cost of the work, not to exceed $3,000,000.00, is contingent upon the availability and budgeting of such funds by the Transportation Commission for repayment and that the State shall have no obligation to repay any funds advanced by the Town for the costs of the work unless and until funds are budgeted and made available by the Transportation Commission for that purpose; and WHEREAS, the Town is willing at this time to advance the full $6,000,000.00 to accelerate the performance of the work; and WHEREAS, the Town's willingness to provide itg share of the costs of the of the work, and to advance the $6,000,000.00 estimated cost of the work is evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized representatives of the Local Agency, a copy of which is attached hereto and made a part hereof as Exhibit A; and WHEREAS, said ordinance or resolution also establishes the authority under which the Local Agency enters into this contract; and WHEREAS, this contract is executed by the State under authority of Sections 2443-1-106, 43-1-110, 43-1-201 et seq., 43-2-104.5, and 43-2-144 C.R.S., as amended; and WHEREAS, the parties hereto now desire to agree upon the division of responsibilities for the work; and WHEREAS, the Local Agency is adequately staffed and suitably equipped to undertake and satisfactorily carry out its responsibilities under this contract. NOW, THEREFORE, it is hereby agreed that: r•_. r• The project" or "the work" under this contract shall consist of the design and construction by the Town of Vail of improvements to the West Vail Interchange on 1-70, said work being more fully described in Exhibit B, which is attached hereto and made a part hereof. 2- II. STATE COMMITMENTS A. The State will provide liaison with the Local Agency through the State's Region Transportation Director, CDOT Region 3, 222 South 6th Street, # 317, Grand Junction, Colorado 81501, (970) 248-7225. Said Director will also be responsible for coordinating the State's activities under this contract. B. CDOT shall provide the Town with a prompt review of the Town's design plans for the interchange improvements and shall coordinate the FHWA's review of the plans for the work. C. CDOT, contingent upon Transportation Commission approval, shall furnish 50% of the cost of the work not to exceed $3,000,000.00 according to the following repayment schedule -- 300,000.00 in FY 2002, $900,000.00 in FY2003, $900,000.00 in FY2004, and $900,000.00 in FY2005. The obligation of CDOT to repay the Town for costs advanced by the Town, up to the amount of $3,000,000.00, is expressly subject to the availability and budgeting of such funds by the Transportation Commission, and the State shall have no obligation to repay the Town unless and until the Transportation Commission authorizes and budgets such funds. D. CDOT shall seek approval of funding from the Transportation Commission for the work in FYS 2002, 2003, 20004 and 2005 respectively in the amounts previously set forth. E. CDOT shall review the construction plans, special provisions and estimates for the work and shall indicate those changes, if any, necessary to assure compliance with federal and State requirements. F. CDOT shall perform a final project inspection prior to acceptance of the work as a Quality Control activity. III. TOWN COMMITMENTS A. The Town shall advance all funds necessary for the performance of the work, which the Town has estimated will cost $6,000,000.00. B. The Town shall not bill CDOT for repayment of such expenses until after the beginning of the State's 1998 fiscal year, i.e. after July 1, 1997. 3- C. The Town shall acquire all rights of way necessary for the work and shad take full responsibility for ensuring proper site drainage and all utility adjustments needed for the work. D. The Town shall advertize and, subject to CDOT concurrence, shall award the construction contract for the work. E. The Town shall ensure that the construction contract for the work with its contractor(s) incorporates CDOT's Standard Specifications for Road and Bridge Construction as a standard for performance of the work. F. The Town shall submit its design plans for the work to CDOT and the FHWA for approval of compliance with geometric, structural and signing standards. G. The Town shall take full responsibility for maintenance and traffic control during construction of the work. IV. GENERAL PROVISIONS A. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and attachments hereto which may require continued performance or compliance 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. B. 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. C. 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 4- 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. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach. D. 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 written contract executed and approved pursuant to the State Fiscal Rules. E. This contract may be terminated as follows: a) Termination -for Caug, 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 such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event that the contract is terminated for cause the Local Agency shall reimburse the State the entire amount paid to the Local Agency for the project in a lump sum payment made within thirty (30) days of the termination. Notwithstanding 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. 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. 5- b) Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of funds or performance of State services 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 Due to Lougf Funding, The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with 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. F. 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. G. This contract shall become "effective" only upon the date it is executed by the State Controller, or designee. The term of this contract shall begin on the date f rst written above and shall continue through the completion and final acceptance of the work by CDOT and the Local Agency. H. The State's Special Provisions are attached hereto are hereby made a part of this contract. For the purposes of the Special Provisions the Local Agency shall be referred to as the contractor. In the event of any conflict between the Special Provisions and the provisions of this contract the Special Provisions shall have priority. I. 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 parties hereto, and nothing contained in this contract shall give or allow any such claim or right of action by any other or third person on such S. contract. it is the express intention of the parties that any person or entity other than the parties receiving services or benefits under this contract be deemed to be an incidental beneficiary only. J. The Local Agency assures and guarantees that it possesses the legal authority to enter into this contract. The Local Agency warrants 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 they have full authorization to execute this contract. K. Pursuant to C.R.S. 24-30-202.4 (as amended), the State Controller may withhold debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in Article 22, Title 39 C.R.S.; (c) unpaid loans due to the student loan division of the department of education; (d) owed amounts required to be paid to the unemployment compensation fund; and; (e) other unpaid debts owing to the State of any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the Controller. 7- IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. ATTEST: By Chief Clerk ATTEST: (SEAL) By _ Title STATE OF COLORADO ROY ROMER, GOVERNOR By Executive Director DEPARTMENT OF TRANSPORTATION TOWN OF VAIL, COLORADO By Title Federal Employer Identification Number: 840571385 Ef EXHIBIT C TRANSPORTATION COMMISSION OF COLORADO FEBRUARY 20, 1997 The Ninth Supplement to the Fiscal Year 1997 budget was then considered. -The adjustments are contained in the briefing memorandum as published on pages 41 through 43 of the official agenda. Specifically, Mr. Talmadge noted that money is being combined for a Bridge Replacement project on State Highway 35 for 2.7 million with $700 being advanced from the bridge replacement program and $2 million from the surface treatment program. Also, 3,590 was requested to cover an uncollectible debt from the City of Brighton. Commissioner Morrison pointed out a mistake in the briefing memo that $366 thousand instead of $366 was being requested for machine natchina in the Colorado Srrinas area. Other program advancements were $1.3 million for construction costs for noise walls along State Highway 6 from the Noise Barrier Program and $48 million for reconstruction on Interstate 70 West. Mr. Talmadge said the Town of Vail wants to improve the West Vail Interchange for the World Alpine Ski Championships. Therefore, the request is to program 50 percent of the costs through the Statewide Transportation Improvement Program, not to exceed $3 million for advanced construction, to be repaid by CDOT to the Town of Vail through the Region 3 allocation no sooner than 2002 and no later than 2005. Commissioner Stuart moved for adoption of the supplement and the West Vail Interchange amendment, seconded by Brigden. Commissioner Buescher commented that the action, in essence, essentially provides for a $6 million project for a $3 million investment over the fiscal year period of 2002-2005 period. In response to a concern about obligating future Commission's budgeting authority,.Executive Director Vidal stated the project is being advanced through interest-free inflation costs and will benefit the State. Chairman Padmore called for the question and on a motion by Stuart seconded by Brigden and a vote of the Commission the following resolution was unanimously adopted. RESOLUTION NUMBER TC -519 BE IT HEREBY RESOLVED, that the Ninth Supplement to the Fiscal Year 1997 budget be approve by the Transportation Commission. 1007 SPECIAL PROVISIONS CONTROLLER'S APPROVAL 1. This contract shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado or such assistant as he may designate. This provision is applicable to any contract involving the payment of money by the State. FUND AVAILABILITY 2. Financial obligations of the State of Colorado payable after the current fiscal year art: contingent upon funds for that purpose being appropriated, budgeted. and otherwise made available. BOND REQUIREMENT 3. If this contract involves the payment of more than fifty thousand dollars for the construction, erection, repair, maintenance, or improvement of any building, road. bridge. viaduct, tunnel. excavation or other public work for this State, the contractor shall, before entering upon the performance of any such work included in this contract, duly execute and deliver to the State official who will sign the contract, a good and sufficient bond or other acceptable surety to be approved by said official in a penal sum not less than one-half of the total amount payable by the terms of this contract. Such bond shall be duly executed by a qualified corporate surety conditioned upon the faithful performance of the contract and in addition, shall provide that if the contractor or his subcontractors fail to duly pay for any labor, materials, team hire, sustenance, provisions, provendor or other supplies used or consumed by such contractor or his subcontractor in performance of the work contracted to he done or fails to pay any person who supplies rental machinery, tools. or equipment in the prosecution of the work the surety will pay the same in an amount not exceeding the sum specified in the bond. together with interest at the rate of eight per cent per annum. Unless such bond is executed, delivered and filed, no claim in favor of the contractor arising under such contract shall be audited, allowed or paid. A certified or cashier's check or a bank money order payable to the Treasurer of the State of Colorado may be accepted in lieu of a bond. This provision is in compliance with CRS 38-26106. INDEMNIFICATION 4. To the extent authorized by law, the contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims damages, liability and court awards including costs, expeases, and attorney fees incurred as a result of any act or omission by the contractor, or its employees agents, subcontractors, or assignees pursuant to the terms of this contract. DISCRIMINATION AND AFFIRMATIVE ACTION S. The contraetcr agrees to comply with the lencr and spirit of the Colorado Antidiscrimination Act of 1957, as amended, and other applicable law mspecting discrimination and unfair employment practices (CRS 24-34402), and as required by Executive Order, Equal Opportunity and Affirmative Action, dated April 16. 1975. Pursnanr thereto. rhe following provisions shall be contained in all State contracts or sub -conn -acts. During the performance of this contract, the contractor agrees as follows: a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, marital status, religion, ancestry. mental or physical bandiop, or age. The eoonracmr will take affuntl6ve action to insure that applicants ate em we treed durin tn employed, and that employ= g earpioyts>et>t, without regard w the above mentioned dtar mrisdcs. Such action snail irtclttde, but not be limited to the following: employment upgrading, demotion, or transfer, recruitment or recruionent advettisings. lay-offs or terminadottr rates of pay or other forms of cmupenszcim and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer Bening forth provisions of this non-discrimination clause. b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to rate, creed, color, national origin, sex, marital status, religion; ancestry, mental or physical handicap, . or age. c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, notice to be provided by the contracting officer, advising the labor union or workers' representative of the contractor's commitment under the Executive Order. Equal Opportunity and Affirmative Action, dated April 16, 1975, and of the rules, regulations, and relevant Orders of the Governor. d) The contractor and labor unions will furnish all information and reports required by Executive Order, Equal Opportunity and Affirmative Action of April 16. 1975, and by the rules, regulations and Orders of the Governor. or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the office of the Governor or his designee for purposes of investigation to ascertain compliance with such rules, regulations and orders. e) A labor organization will not exclude any individual otherwise qualified from full membership rights in such labor organization, or expel any such individual from membership in such labor organization or discriminate against any of its members in the full enjoyment of work opportunity because of race, creed, color, sex, national origin. or ancestry. f) A labor organization, or the employees or members thereof will not aid, abet, incite, compel or coerce the doing of any act defined in this contract to be discriminatory or obstruct or prevent any person from complying with the provisions of this contract or any order issued thereunder, or attempt, either directly or indirectly. to commit any as defined in this contract to be discriminatory. Form 6 -AC -02B Revised 1/93 395-53-01-1022 pa, -c,.-]— of 2 pagc g) In the event v. the contractor's non-compliance with the non-discrimt-daion clauses of this contract or with any of such rules, .cgulazions. or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further State contracts in accordance with procedures, authorized in Executive Order. Equal Opportunity and Affirmative Action of April 16. 1975 and the rules, regulations. or orders promulgated in accordance therewith, and such other sanctions as may be imposed and remedies as may be invoked as provided in Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, or by rules, regulations, or orders promulgated in accordance therewith, or as otherwise provided by law. h7 The contractor will include the provisions of paragraphs (a) through (h) in every sub -contract and subcontractor purchase order unless exempted by rules. regulations, or orders issued pursuant to Executive Order. Equal Opportunity and Affirmative Action of April 16. 1975, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any sub -contracting or purchase order as the contracting agency may direct, as a means of enforcing such provisions. including sanctions for non-compliance: provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation, with the subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the State of Colorado to enter into such litigation to protect the interest of the State of Colorado. COLORADO LABOR PREFERENCE ha. Provisions of CRS 8-17-101 & 102 for preference of Colorado labor are applicable to this contract if public works within the State are undenaken hereunder and are Financed in whole or in part by State funds. b. When a construction contract for a public project is to be awarde3 to a bidder, a resident bidder shall be allowed a preference against a non-resident bidder from a state or `i-rcign country equal to the preference given or required by the ;tate or foreign country in which the non-resident bidder is a resident. [fit is determined by the off icer responsible for awarding the bid that compliance with This ,uhsecuon .00 stay eau>c denial of federal funds which would otherwise be av2ilable or would otherwise be inconsistent with requirements of Federal law, this subsection shall be suspended, but only to the extent necessary to prevent denial of the moneys or to eliminate the inconsistency with Federal requirements (CRS 8-19-101 and 102) GENERAL 7- The laws of the State of Colorado and rules and regulations issued pursuant thereto shat) be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract whether or not incorporated herein by reference which provides for arbitration by any extra -judicial body or person or which is otherwise in conflict with said laws, rules. and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by referptrce which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint. defence. or otherwise. Any provision -tendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution. 8. At all times during the performance of this contract, the Contractor shall strictly adhere to all -applicable federal and state laws, rules, and regulations that have been or may hereafter be established. 9. The signatories aver that they are familiar with CRS 18-8-301. et. seq., (Bribery and Corrupt Influences) and CRS 18-8-40I, et. seq., (Abuse of Public Office). and that no vioWion of such provisions is present. 10. The sitnatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service or property described herein: 7(Full S WHEREOF. the parties hereto have executed this Contract on the day first above written. Name) STATE OF COLORADO ROY ROMER, GOVERNOR By sEXECLMVE CrDR Position (Title) Social Securgy Nomeer or Federal 1.D. Noinim DEPARTMENT If Corporation:) OF Attest (Seat) By Corporate Seeroary. or Equivalent, TornKiry my Clerk APPROVALS ATTORNEY GENER CONTROLLER EY By Form 6 -AC -02C Page _Z. which IS th< kasr ui? pages btcvmcd Il93 395-53.01-1030