HomeMy WebLinkAbout2010-24 IGA with CDOT regarding Highway Maintenance RESOLUTION NO. 24
Series of 2010
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. 24, Series 2010, 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 of the Town Council
of the Town of Vail held this 5 day of October, 2010.
Richard Clevel nd,
(k TTf-ST: Town Mayor
L elei Donaldson,
Town Clerk
• SEAL
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Resolution No. 24, Series 2010 �•• ••
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(State $ LA Work Highway Maintenance Agreement)
Town of Vail (Local Agency) CONTRACT # 11 HA3 23321
REGION 3 (DAW) ID # 331000361
INTERGOVERNMENTAL HIGHWAY MAINTENANCE AGREEMENT
THIS CONTRACT made this day of 2010, b and between the State
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Colorado for the use and benefit of the Colorado Department of Transportation hereinafter referred t
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as the "State" and the Town of Vail 1309 Elkhorn Drive Vail, COI 81657 CDOT Vendor #: 2000003
hereinafter referred to as the "Contractor" or the "Local Agency."
RECITALS
1. Authority exists in the law and funds have been budgeted, appropriated and otherwise made
available and a sufficient uncommitted balance thereof remains available for a ment of p roject p y p � and
Local Agency costs in Fund Number 400, Function 9999, GL Acct. 4541000020 WB S Element r
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Cost Center R3200 -010, Contract Encumbrance Amount: $ 0.00
2. Required approval, clearance and coordination have been accomplished from and with app
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agencies.
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3. Section 43 - 2 - 102 and 103, C.R.S require the State to maintain state s hi hwa ( includin g g y
where such highways extend through a city or an incorporated town), and 43 -2 -135 C.R.S.
describes certain specific responsibilities of the State and affected local entities (respectively)
with respect to state highways that are also part of a local street system;
4. The parties desire to enter this Contract for the Local Agency to p rovide some or all of the
certain maintenance services on state highways that are the responsibilit f the State under
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applicable law, and for the State to pay the Local Agency a reasonable neg otiated fixed rate for
such services;
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5. The parties also intend that the Local Agency shall remain responsible to perform an
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services and duties on state highways that are the responsibility of the Local Agency under
applicable law, at its own cost;
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6. The State and the Local Agency have the authority, as provided in Sections 29 -1 -203
3 -1 -106 43 -2 -103 43 -2 -104, and 43 -2 -144 C.R.S., as amended, and in applicable ordinance
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resolution duly passed and adopted by the Local Agency, to enter into contract with the Local
Agency for the purpose of maintenance on the state highway system as hereinafter set forth; and
7. The Local Agency has adequate facilities to perform the desired maintenance services on
State highways within its jurisdiction.
THE PARTIES NOW AGREE THAT:
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Section 1. Scope of Work
The Local Agency shall perform all Highway Maintenance Services for the I -70 Frontage Road,
MP 172.2 to 180.3 for a total of 8.1 miles, and actual "Lane Miles" total of 11.24 miles on the
Interstate or State Highway System segments, which are located within the Local Agency's
jurisdiction, for a total length of 11.24 miles ( "the Highways ") as detailed in Exhibit A, attached
hereto and incorporated herein by this reference.
11.24 miles on I -70 Frontage Road
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 23 of this contract
2. This contract
3. Exhibit A (Scope of Work)
4. Exhibit C (Option Letter)
5. Other Exhibits in descending order of their attachment.
Section 3. Term
This contract shall be effective upon approval of the State Controller or designee, or on the
date made, whichever is later. The term of this contract shall be for a term of FIVE (5) years.
Provided, however, that the State's financial obligation for each subsequent, consecutive fiscal y ear
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 therefore.
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, and to complete the work under the project as evidenced by its execution of
this contract.
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 in monthly installments, upon receipt of the
Local Agency's statements, as provided herein.
1. The lump sum payments shall be based solely on the rate negotiated by the parties per
mile of the Highways, times the number of miles of the Highways - figured to the
hundredth of a mile, per fiscal year of the Contract term. Provided, however, that the
total of such payments during the term of the Contract shall not exceed the particular
maximum amount determined by that formula of "rate X miles ", unless the Contract is
amended or extended accordingly.
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The rate negotiated by the parties per mile for this Contract is $ 10,764.00 p er mile and the
number of miles of the Highways for which the Local Agency will provide maintenance services
8.1 Miles, with actual "Lane Miles" total of 11.24 miles, for a total maximum amount of
$120,988.00 per fiscal year, for five (5) years. The negotiated rate per mile shall remain fixed
for the full term of the Contract, unless this rate per mile is renegotiated in accordance with the
procedure set forth herein in Sections 17 & 18.
The total payments to the Local Agency during the term of this Contract shall not exceed the
maximum amount of $604,940.00
( "Rate X miles" X 5 Years), unless this Contract is amended or extended accordingly.
( "Rate times miles per applicable fiscal year ", or $10,764.00 per mile X.11.24 miles),
• $120,998.00 in ST Fiscal Year 2011;
• $120,998.00 in ST Fiscal Year 2012;
• $120,998.00 in ST Fiscal Year 2013;
• $120,998.00 in ST Fiscal Year 2014; and
• $120,998.00 in ST Fiscal Year 2015.
The total payments to the Local Agency during the term of this Contract shall not exceed
the annual maximum amount of $120,998.00, and the maximum contract Not to Exceed
Value of $604,940.00, unless this Contract is amended or extended accordingly.
2. The statements submitted by the Local Agency for which payment is requested shall
contain an adequate description of the type(s) and the quantities 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
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standards.
3. If the Local Agency fails to satisfactorily perform the maintenance for a segment of the
Highways (or portion thereof), or if the statement submitted by the Local Agency does not
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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 and Local Agency Commitments
A. The Local Agency shall perform the "highway maintenance services" for the certain State
Highway System segments described herein. Such services and highways are detailed in Section ton 1
and /or Exhibit A. '
B. 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 erforms any
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maintenance services under this Contract.
( "Maintenance services" do not include reconstruction of portions of the highways destroyed y d by
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major disasters, fires, floods, or Acts of God. Provided, however, that the Local Agency shall
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give the State immediate notice of the existence of any such conditions on the Highways.)
1. Maintenance services to be performed by the Local Agency, at State expense, for the
Highways under this Contract shall include (without limitation) the followin g services:
a. Removal of snow, and application of anti -icing and de -icing materials.
b. Warning the State's representative of any "dangerous condition" ( as that
term is defined in .324 -10 -103 (1) C.R.S., as amended), and /or repairing
that condition.
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 .343-2-135 1 ) (a) and
(e), C.R.S., as amended, including, but not limited to: cutting weeds and g rasses
within the State's right of way; fence maintenance; cleaning of roadways, including
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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 e highways tYp s with g Y
similar use, in that year, as determined by the State. The State's Regional Transportation
Director, or his representative, shall determine the then current applicable maintenance standards
for the maintenance services. Any standards /directions provided b the State's representative to
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the Local Agency concerning the maintenance services shall be in writing. The Local Agency
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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 satisfacto ry manner and in
accordance with the terms of this Contract. The State reserves the right to determine the er ro
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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 may withhold payment, if necessary, until Local Agency performs the maintenance
services to the State's satisfaction. The State will notify the Local Agent in writing of an
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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 an
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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
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to the Local Agency, or to bill the Local Agency for such work.
Section 6. Record Keeping
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The Local Agency shall maintain a complete file of all records do •
and other written materials � currents, communications,
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 Agenc g y shall make such
materials available for insp ection at all reasonable times and shall permit duly authorized agents and
employees of the State and FHWA to inspect the project g
records.
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Section 7. Termination Provisions
This contract may be terminated as follows:
A. This Contract may be terminated by either art , but only at the
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30), and only upon written notice thereof sent b registered, prepaid '
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terminating party not later than 30 calendar days before the end of that fiscal
responsible to year. In that event, the
State shall be res
p pay the Local Agency only for that portion of the highway maintenance
performed g Y nce
services actually and satisfactorily p up to the effective date of that termination, and the
Local Agency shall be responsible to provide such services u to that
1' • • p t date, and the parties shall have
no other obligations igations or liabilities resulting from that termination.
Notwithstanding subparagraph A above, this contract may also '
y be terminated as follows:
B. Termination for Convenience. The State may terminate this •
Y is contract at any time the State
determines that the purposes of the distribution of moneys under er the contract would no longer be
served by completion of the project. The State shall effect such termination b g ivin g •
of termination to the Local A enc and y giving written notice
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days before the effective date of such ter y pecifying the effective date thereof, at least twen 20
( )
urination.
C. Termination for Cause. If, through any cause the Local A •
and � Ag ency shall fail to fulfill, in a
timely proper manner, its obligations under this contract, or if the Local Agency shall
violate any of the covenants agreements, or g Y
. g stipulations of this contract, the State shall
thereupon have the right to terminate this contract for cause b •
y giving written notice to the
Local Agency of its intent to terminate and at least ten (10) days ( ) Y opportunity to cure the
defa or show cause why termination is otherwise not appropriate.
In the event of termination, all finished or unfinished documents, studies, surveys, drawings,
maps, models, photographs and reports or other material re ared b the •
contract shall at the p p Y e Local Agency under this
option of the State, become its property, and the Local Agency shall '
equitable co g Y be entitled
to receive just and a
q compensation for any services and supplies delivered and accepted.
Y payments advanced under the provisions of this
The Local Agency shall be obligated to return an a ments adv p
contract.
Notwithstanding the above, the Local Agency hall not be relieved liability Y ved of liability to the State for any
damages sustained by the State by virtue of an breach of the
Y contract by the Local Agency, and the
State may withhold payment to the Local Agency for the u mitigating •
g Y purposes of mitigating its damages until
Page 5 of 12
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 Fundin,. 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 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
Region3, 222 S. 6 th Street Grand Junction, CO 81501. Said Region Director will delegate
responsibilities for coordinating the States activities under this contract to the R3 Maintenance
Superintendent who 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:
Toby Brown Greg Hall
CDOT Region 3 Town of Vail
Maintenance Superintendent Public Works Director
606 S. 9 1h Street 1309 Elkhorn Drive
Grand Junction, Colorado 81501 Vail, Colorado 81657
(970) 683 -6305 (970) 479 -2100
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 assignees.
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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 an y of the
immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunit
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 an
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
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,
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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
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. Provided, however, that the rates will be
modified only if the party requesting the rate change documents, in accord with then applicable cost
accounting principles and standards (including sections 24 -107 -101, et sec . , C.R.S. and implementing
regulations), that the requested increase /decrease is based on and results from (and is proportionate to) 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 his delegates.
Section 18. Option Letters
Option Letters may be used to extend Agreement term, change the level of service within the current term
due to unexpected overmatch, add a phase without increasing contract dollars, or increase or decrease the
amount of funding. These options are limited to the specific scenarios listed below. The Option Letter
shall not be deemed valid until signed by the State Controller or an authorized delegate.
Following are the applications for the individual options under the Option Letter form:
Option 1 - Option to extend or renew (this option applies to Highway and Signal maintenance contracts
only). In the event the State desires to continue the Services and a replacement contract has not been
fully approved by the termination date of this contract, the State, upon written notice to Contractor, may
unilaterally extend this contract for a period of up to one (1) year. The contract shall be extended under
the same terms and conditions as the original contract, including, but not limited to prices, rates and
service delivery requirements. This extension shall terminate at the end of the one (1) year period or
when the replacement contract is signed by the Colorado State Controller or an authorized delegate.
The State may exercise this option by providing a fully executed option to the contractor, within thirty (30)
days prior to the end of the current contract term, revising the Section 4. Project Funding Provisions. If the
State exercises this option, the extended contract will be considered to include this option provision. The total
duration of this contract, including the exercise of any options under this clause, shall not exceed five (5)
years.
Option 2 — Level of service chance within current term due to unexpected overmatch in an overbid
situation only In the event the State has contracted all project funding and the Local Agency's
construction bid is higher than expected, this option allows for additional Local Overmatch dollars to be
provided by the Local Agency to be added to the contract. This option is only applicable for Local
Overmatch on an overbid situation and shall not be intended for any other Local Overmatch funding.
The State may unilaterally increase the total dollars of this contract as stipulated by the executed Option
Letter (Exhibit Q. which will bring the maximum amount payable under this contract to the amount
indicated in Section 4. Project Funding Provisions attached to the executed Option Letter (future
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changes to Exhibit C shall reference additional changes to Section 4).
Performance of the services shall continue under the same terms as established in the contract. The State
will use the Financial Statement submitted by the Local Agency for "Concurrence to Advertise " as
evidence of the Local Agency's intent to award and it will also provide the additional amount required to
exercise this option. If the State exercises this option, the contract will be considered to include this
option provision.
Option 3 — Option to add overlapping_ phase without increasing contract dollars The State may require the
contractor to begin a phase that may include Design, Construction, Environmental, Utilities,
ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or Railroads) as detailed in
Exhibit A and at the same terms and conditions stated in the original contract with the contract dollars
remaining the same. The State may exercise this option by providing a fully executed option to the contractor
within thirty (30) days before the initial targeted start date of the phase, in the Option Letter, Exhibit C. If
the State exercises this option, the contract will be considered to include this option provision.
Option 4 - To update funding (increases and/or decreases) with a new Section 4
Proiect Funding Provision This option can be used to increase and /or decrease the overall
contract dollars (state, federal, local match, local agency overmatch) to date, by replacing the original
funding provisions.
The State may have a need to update changes to state, federal, local match and local agency overmatch funds,
which will be attached to the option form. The State may exercise this option by providing a fully executed
option to the contractor within thirty (30) days after the State has received notice of funding changes, in the of
Option Letter Exhibit C. If the State exercises this option, the contract will be considered to include this
option provision.
Section 19. 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 20. Does not supercede other agreements
This Contract is not intended to supercede 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 activities /duties (if any) on such State Highway rights -of-
ways that the Local Agency is required by applicable law to perform.
Section 21. Sub Local Agencies
The Local Agency may subcontract for any part of the performance required under this Contract,
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subject to the Local Agency first obtaining approval from the State for any particular
Sub -Local Agency. The State understands that the Local Agency may intend to perform some or all of the
services required under this Contract through a Sub -Local Agency. 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 22. Statewide Contract Management System
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the
Effective Date or at anytime thereafter, this §Statewide Contract Management System applies.
Contractor 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 vendor performance on state
contracts and inclusion of contract performance information in a statewide contract management system.
Contractor'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 Contractor's performance shall be part of the normal contract
administration process and Contractor'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 Contractor'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 Contractor'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. Contractor 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 Contractor 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
Transportaion , and showing of good cause, may debar Contractor and prohibit Contractor from bidding
on future contracts. Contractor 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
Contractor, by the Executive Director, upon showing of good cause.
SPECIAL PROVISIONS
Section 23. The 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.
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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 agreement, 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 (e) 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 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 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] 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 perform 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 pre- employment screening of job applicants while this
contract is being performed, (b) shall notify 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 SIGNATURE PAGE
aflinns
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 fonn of identification required by CRS §24- 76.5 -103 prior to the effective date of this contract.
Revised 1 -1 -09
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
LOCAL AGENCY: STATE OF COLORADO:
Page 11 of 12
BILL RITTER, JR. GOVERNOR
Town of Vail B
Legal Name of Contracting Entity Executive Director
Department of Transportation
2000003
CDOT Vendor Number
LEGAL REVIEW:
Signature of Authorized Officer
JOHN W. SLITHERS
ATTORNEY GENERAL
B
Print Name & Title of Authorized Officer
LOCAL AGENCIES:
(A Local Agency attestation is required.)
Attest (Seal) By
(Town /City /County Clerk) (Place Local Agency seal here, if
available)
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS 24 -30 -202 requires that the State Controller approve all state contracts. This contract is not valid
until the State Controller, or such assistant as he may delegate, has signed it. The Local Agency is not
authorized to begin performance until the contract is signed and dated below. If performance begins prior
to the date below, the State of Colorado may not be obligated to pay for the goods and /or services
provided.
STATE CONTROLLER:
DAVID J. MCDERMOTT, CPA
B
Date
Page 12 of 12
Exhibit A
SCOPE OF WORK
TOWN OF VAIL
DEPARTMENT OF PUBLIC WORKS
LIST OF INTERSTATE AND STATE HIGHWAYS
UNDER THE MAINTENANCE AGREEMENT CONTRACT
1. 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, and application of anti -icing and de -icing materials.
b. Warning the State's representative of any "dangerous condition" (as that
term is defined in -324-10-103(l) C.R. S ., as amended), and /or repairing
that condition.
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 .343 -2 -13 5 (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.
INTERSTATE 70 ( #STATE HIGHWAY #) MILES LANE MILES
I -70 170 Frontage Road MP 172.2 TO MP 180.3 8.1 11.24
TOTAL MILEAGE FOR MAINTENANCE 11.24
RATE
$10,764.00 PER MILE X 11.24 MILES = $120,993.00 Per Fiscal Year
$120,993.00 Per Year X 5 Years = $ 604.965.00 Total Contract Value
Exhibit A - Page 1 of 1
Exhibit B
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
(NOT APPLICABLE TO THIS AGREEMENT)
Exhibit C
SAMPLE IGA OPTION LETTER
This option is limited to the specific contract scenarios listed below AND cannot be used in place of exercising a formal amendment.
Date: State Fiscal Year: Option Letter No. CLIN Routing #
Local Agency :
A. SUBJECT: (Choose applicable options listed below AND in section B and delete the rest)
1. Option to renew (for an additional term) applies to Highway and Signal maintenance contracts ONLY; this
renewal cannot be used to make any change to the original scope of work;
2. Level of service change within current term due to an unexpected Local overmatch on an overbid
situation ONLY,
3. Option to add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous ONLY (does not apply to Acquisition /Relocation or Railroads);
4. Option to update funding (a new Section 4. Project Funding Provisions must be referenced with the
option letter and shall be labeled Revision 1 to Section 4. Project Funding Provisions (future changes
for this option shall be labeled as follows: Revision 2, etc.)
B. REQUIRED PROVISIONS.
All Option Letters shall contain the appropriate provisions set forth below:
(Insert the following language for use with Options #1):
In accordance with Paragraph(s) of contract routing number ( insert FY, Agency code, & CLIN
rout in # , between the State of Colorado, Department of Transportation, and ( insert contractor's name) the
state hereby exercises the option for an additional term of ( insert performance period here) at a cost/price
specified in Paragraph /Section /Provision of the original contract, AND /OR an increase in
the amount of g oods /services at the same rate(s) as specified in Paragraph of the
original contract.
(Insert the following language for use with Option #2):
In accordance with the terms of the original contract ( insert FY, Agency code & CLIN routine between the
State of Colorado, Department of Transportation and (insert contractor's name here) the State hereby
exercises the option to record a level of service change due to unexpected overmatch dollars due to an
overbid situation. The contract is now increased by ( indicate additional dollars here specified in
Paragraph/Section/Provision, of the original contract.
(Insert the following Ianguage for use with Option #31:
In accordance with the terms of the original contract ( insert FY, Agency code & CLIN routing #) between the
State of Colorado, Department of Transportation and (insert contractor's name here) the State hereby
exercises the option to add an overlapping phase in (indicate Fiscal Year here that will include ( describe
which phase will be added and include all that apply — Design, Construction, Environmental, Utilities, ROW
incidentals or Miscellaneous Total funds for this contract remain the same ( indicate total dollars here as
referenced in Paragraph /Section /Provision /Exhibit of the original contract.
(Insert the following language for use with Option #41:
In accordance with the terms of the original contract ( insert FY, Agency code & CLIN routing #) between
the State of Colorado, Department of Transportation and (insert contractor's name here) the State hereby
exercises the option to update funding based on changes from state, federal, local match and /or local
agency overmatch funds.
Exhibit C Page 1 of 2
i Y
Exhibit C
The contract is now (select one: increased and /or decreased) by ( insert dollars here specified in
Paragraph /- Section /- Provision /Exhibit of the original contract. A new Section 4. Project
Funding Provisions is made part of the original contract and replaces the original Section 4.
Project Funding Provisions.
(The following language must be included on all options):
The amount of the current Fiscal Year contract value is ( increased /decreased by ($ amount of change) to a
new contract value of ($ ) to satisfy services /goods ordered under the contract for the current
fiscal year ( indicate Fiscal Year) The first sentence in Paragraph /Section /Provision is hereby
modified accordingly.
The total contract value to include all previous amendments, option letters, etc. is ($ ) .
The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is
later.
APPROVALS:
For the Contractor / Local Agency
Legal Name of Contractor / L:ocal Agency
By:
Print Name of Authorized Individual
Signature:
Date:
Title: Official Title of Authorized Individual
State of Colorado:
Bill Ritter, Jr., Governor
By
Executive Director, 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. Contractor is not authorized
to begin performance until such time. If Contractor begins performing prior thereto, the State of
Colorado is not obligated to pay Contractor for such performance or for any goods and /or services
provided hereunder.
State Controller
David J. McDermott, CPA
By:
Date:
Issuance Date: Controller Signature
Exhibit C Page 2 of 2