HomeMy WebLinkAbout2016-19 IGA with CDOT for Sediment Disposal AreaRESOLUTION NO. 19
Series of 2016
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE
TOWN OF VAIL, COLORADO AND THE COLORADO DEPARTMENT OF
TRANSPORTATION REGARDING SEDIMENT CONTROL DISPOSAL AREA ON THE
NORTH SIDE OF INTERSTATE 70 AT APPROXIMATELY M.P. 178-179; AND SETTING
FORTH DETAILS IN REGARD THERETO.
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado
is a home rule municipal corporation duly organized and existing under the laws of the State of
Colorado and the Town Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the "Council") have been
duly elected and qualified;
WHEREAS, the Town and the Colorado Department of Transportation ("CDOT") wish to
enter into an Intergovernmental Agreement ("IGA") for the construction of a Sand/Dirt Storage
Facility on Interstate 70 Right of Way, in the Town Tracts A & C and Town easement area with
the Bald Mountain Townhomes Association for the purpose of Sand/Dirt storage and to provide
aesthetic and noise mitigation to the surrounding neighbors; and
WHEREAS, The Council's approval of Resolution No. 19, Series of 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 and authorizes the Town Manager to enter
into the IGA with CDOT, in substantially the same form as attached hereto as Exhibit A
and in a form approved by the Town Attorney, for the construction of the berm on the
north side of Interstate 70 at approximate milepost 178-179.
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 17th day of May, 2016.
N O�
:r ave Cha
S
Town Mayor
• tAL
Project — Town of Vail Sand Storage Facility
REGION 3 — WMA
CONTRACT
THIS CONTRACT is executed this day of
Routing# 16 HA3 XE 00090
SRM# 351001301
20 by and between the State of
Colorado for the use and benefit of the COLORADO DEPARTMENT OF TRANSPORTATION ("State" or
"CDOT"'), and the Town of Vail ("Town" or "Local Agency") 1309 Elkhorn Drive, Vail, CO 81657, CDOT
Vendor #: 2000003, which may also be referred to herein individually, as a "Party" and collectively as the
"Parties."
RECITALS
1. Required approval, clearance and coordination have been accomplished from and with appropriate
agencies.
2. Pursuant to 43-2-104.5 C.R.S. as amended, the State may contract with Local Agencies to provide
maintenance and construction of highways that are part of the state (or local agency) highway system.
3. The Local Agency and State agree to construct a Sand/Dirt Storage Facility with allocations of 30,000
cubic yards, "cy", for the Town and 41,000 cy for CDOT on Interstate 70 Right of Way (ROW), in the
Town of Vail on Tracts A & C, as shown in Exhibit A.
4. The State has, in the State's sole discretion, the right to modify, or demolish and remove, all, or any portion
of the berm in its Right of Way for any reason.
5. The Town has, in the Town's discretion, the right to modify, or deconstruct and remove, the portion of the
berm on its Parcel for any reason as long as it is in compliance with any other contracts or agreements the
Town may have concerning the berm.
6. All labor, material and equipment costs associated with the modification and/or demolition to the Right of
Way or Parcel shall be at the requesting Party's expense without any cost or liability to the other Party.
7. The State and the Local Agency have the authority, as provided in Sections 29-1-203, 43-1-106, 43-2-103,
43-2-104, and 43-2-144 CRS, as amended, and in applicable ordinance or resolution duly passed and
adopted by the Local Agency, to enter into this Contract with the Local Agency for the purpose of
constructing and maintaining a sand/dirt storage area in the Town of Vail.
THE PARTIES NOW AGREE THAT:
Section 1. Scope of Work
The work under this contract shall consist of construction of a sand/dirt storage area in the Town of Vail,
Colorado, as more specifically described in Exhibit A.
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
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:
This Contract
2. Exhibit A (Scope of Work)
3. Exhibit C (Map)
Section 3. Term
This Contract shall be effective upon approval of the Chief Engineer. The term of this Contract shall be five (5)
years from the effective date.
Section 4. State and Local Agency Commitments
The State and Local Agency Commitments are detailed under Exhibit A.
Section 5. Permission to Enter
The State grants, bargains and conveys to the Local Agency and its agents permission to enter, occupy, then exit
the State's ROW as necessary for the purpose of maintaining the areas, structures and facilities described in
Exhibit A to ensure their proper working condition as provided herein. The Local Agency grants, bargains and
conveys to CDOT and its agents permission to enter, occupy, then exit the Local Agency's ROW as necessary for
the purpose of inspecting and maintaining to ensure their proper working condition as provided herein.
Section 6. Record Keeping
The Parties shall each maintain a complete file of all records, documents, communications, and other written
materials, which pertain to the maintenance and operations plans under this Contract. The Parties shall make
such materials available for inspection at all reasonable times and shall permit duly authorized agents and
employees of the State to inspect the project and to inspect, review and audit maintenance and operations
project records.
Section 7. Termination Provisions
A. This Contract may be terminated by either party upon written notice thereof sent by registered, prepaid
mail and received by the non -terminating party.
Notwithstanding the above, this Contract may also be subject to:
B. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill its obligations under
this Contract, or if the Local Agency shall violate any of the covenants, Contracts, or stipulations of this
Contract, the State shall thereupon have the right to terminate this Contract for cause by giving written
notice to the Local Agency of its intent to terminate and at least ten (10) days opportunity to cure the
default or show cause why termination is otherwise not appropriate.
Section 8. Legal Authority
Both Parties hereto warrant that they possess the legal authority to enter into this Contract and that they have
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
taken all actions required by their respective procedures, by-laws, and/or applicable law to exercise that
authority, and to lawfully authorize its undersigned signatories to execute this Contract and to bind their
respective entities to its terms. The person(s) executing this Contract on behalf of each Party warrants that such
person(s) has full authorization to execute this Contract.
Section 9. Representatives and Notice
The State will provide liaison with the Local Agency through the State's Region 3 Director, 222 South 01'
Street, #308, Grand Junction 81501. Said Region Director will also be responsible for coordinating the State's
activities under this Contract and will also issue a "Notice to Proceed" to the Local Agency for commencement
of the Work. All communications relating to the day-to-day activities for the work shall be exchanged between
representatives of the State's Transportation Region 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:
Michael Goolsby
Maintenance Superintendent
CDOT Maintenance Section 2
606 South 91h Street
Grand Junction, CO 81501
970.683.6306
michael.goolsby@state.co.us
If to the Local Agency:
Chad Salli
Project Engineer
1309 Elkhorn Drive
Vail, CO 81657
970.479.2169
csalli@vailgov.com
Section 10. Successors
Except as herein otherwise provided, this Contract shall inure to the benefit of and be binding upon the Parties
hereto and their respective successors and assigns.
Section 11. Third Party Beneficiaries
The waiver of any breach of a term, provision, or requirement of this Contract shall not be construed or deemed
as a waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision or
requirement.
Section 12. Governmental Immunity
Notwithstanding any other provision of this Contract to the contrary, no term or condition of this Contract shall
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
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, §24-10101, et seg., CRS, as now
or hereafter amended. The Parties understand and agree that liability for claims for injuries to persons or
property arising out of negligence of the State of Colorado, the Local Agency and their respective departments,
institutions, agencies, boards, officials and employees is controlled and limited by the provisions of §24-10-
101, et seq., CRS, as now or hereafter amended and the risk management statutes, §§24-30-1501, et seq., CRS,
as now or hereafter amended.
Section 13. Severability
To the extent that this Contract may be executed and performance of the obligations of the Parties may be
accomplished within the intent of the Contract, the terms of this Contract are severable, and should any term or
provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not
affect the validity of any other term or provision hereof.
Section 14. Waiver
The waiver of any breach of a term, provision, or requirement of this Contract shall not be construed or deemed
as a waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision or
requirement.
Section 15. Entire Understanding
This Contract is intended as the complete integration of all understandings between the parties. No prior or
contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever,
unless embodied herein by writing. No subsequent novation, renewal, addition, deletion, or other amendment
hereto shall have any force or effect unless embodied in a writing executed and approved by both parties.
Section 16. Survival of Contract Terms
Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions
of this Contract and the exhibits and attachments hereto which may require continued performance, compliance
or effect beyond the termination date of the Contract shall survive such termination date and shall be
enforceable by the State as provided herein in the event of such failure to comply by the Local Agency.
Section 17. Modification and Amendment
This Agreement may be amended only by written instrument duly executed by the Parties. Neither Party may
assign or transfer its responsibilities in this Agreement without the prior written consent of the other Party.
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
Project — Town of Vail Sand Storage Facility
REGION 3 — WMA
Routing# 16 HA3 XE 00090
SRM# 351001301
with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard
and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency
shall proceed diligently with the performance of the Contract in accordance with the Chief Engineer's decision.
The decision of the Executive Director or his duly authorized representative for the determination of such
appeals will be final and conclusive and serve as final agency action. This dispute clause does not preclude
consideration of questions of law in connection with decisions provided for herein. Nothing in this Contract,
however, shall be construed as making final the decision of any administrative official, representative, or board
on a question of law.
Section 19. Does not supersede other agreements
This Contract is not intended to supersede or affect in any way any other contract (if any) that is currently in
effect between the State and the Local Agency for other "maintenance and operations services" on State
Highway rights-of-way within the jurisdiction of the Local Agency.
Section 20. Sub -Local Agencies
The Local Agency may enter into a subcontract for any part of the performance required under this Contract,
subject to advance written notice to the State. The State understands that the Local Agency may intend to
perform some or all of the services required under this Contract through a Sub -contract. The Local Agency
agrees not to assign this Contract without the express, written consent of the State which shall not be
unreasonably withheld. Except as herein otherwise provided, this Contract shall inure to the benefit of and be
binding only upon the parties hereto and their respective successors and assigns.
6r
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
Section 21. Colorado Special Provisions apply to all Contracts except where noted in italics
1. CONTROLLER'S APPROVAL. CRS §24-30-202(1). [Not applicable if CDOT is not paying the Local
Agency for the work and the Parties are each responsible for their own work]. This Contract shall not be
valid until it has been approved by the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise
made available.
3. GOVERNMENTAL IMMUNITY. No term or condition of this Contract shall be construed or interpreted
as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions,
of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28
U.S.C. §§ 1346(b) and 2671 et seq., as applicable now or hereafter amended.
4. INDEPENDENT LOCAL AGENCY. Local Agency shall perform its duties hereunder as an independent
Local Agency and not as an employee. Neither Local Agency nor any agent or employee of Local Agency
shall be deemed to be an agent or employee of the State. Local Agency and its employees and agents are
not entitled to unemployment insurance or workers compensation benefits through the State and the State
shall not pay for or otherwise provide such coverage for Local Agency or any of its agents or employees.
Unemployment insurance benefits will be available to Local Agency and its employees and agents only if
such coverage is made available by Local Agency or a third party. Local Agency shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract.
Local Agency shall not have authorization, express or implied, to bind the State to any contract, liability or
understanding, except as expressly set forth herein. Local Agency shall (a) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required by law, (b)
provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its
employees and agents.
5. COMPLIANCE WITH LAW. Local Agency shall strictly comply with all applicable federal and State
laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in
the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated
herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any
provision incorporated herein by reference which purports to negate this or any other Special Provision in
whole or in part shall not be valid or enforceable or available in any action at law, whether by way of
complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision
shall not invalidate the remainder of this Contract, to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration
by any extra judicial body or person. Any provision to the contrary in this contact or incorporated herein by
reference shall be null and void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public
funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of
computer software in violation of federal copyright laws or applicable licensing restrictions. Local Agency
hereby certifies and warrants that, during the term of this Contract and any extensions, Local Agency has
and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.
If the State determines that Local Agency is in violation of this provision, the State may exercise any
remedy available at law or in equity or under this Contract, including, without limitation, immediate
termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24-50-
507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Contract. Local Agency has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Local Agency's services and Local Agency shall not employ any person having such
known interests.
10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4.[Not Applicable to intergovernmental
contracts] Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's
vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child
support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-
21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education;
(d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts
owing to the State as a result of final agency determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to contracts relating to the
offer, issuance, or sale of securities, investment advisory services or fund management services,
sponsored projects, intergovernmental contracts, or information technology services or products and
services] Local Agency certifies, warrants, and agrees that it does not knowingly employ or contract with
an illegal alien who will perform work under this Contract and will confirm the employment eligibility of
all employees who are newly hired for employment in the United States to perform work under this
Contract, through participation in the E- Verify Program or the Department program established pursuant
to CRS §8-17.5-102(5)(c), Local Agency shall not knowingly employ or contract with an illegal alien to
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 preemployment screening ofjob applicants while this Contract is being
performed, (b) shall note the sub -Local Agency and the contracting State agency within three days if
Local Agency has actual knowledge that a sub -Local Agency is employing or contracting with an illegal
alien for work under this Contract, (c) shall terminate the subcontract if a sub -Local Agency does not stop
employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-
17.5-102(5), by the Colorado Department of Labor and Employment. If Local Agency participates in the
Department program, Local Agency shall deliver to the contracting State agency, Institution of Higher
Education or political subdivision a written, notarized affirmation, affirming that Local Agency has
examined the legal work status of such employee, and shall comply with all of the other requirements of the
Department program. If Local Agency fails to comply with any requirement of this provision or CRS §8-
17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may
terminate this Contract for breach and, if so terminated, Local Agency shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Local Agency, if a natural
person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or
she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall
comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification
required by CRS §24-76.5-103 prior to the effective date of this Contract.
The Remainder of This Page Intentionally Left Blank
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
Section 22. SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* 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.
Print:
THE LOCAL AGENCY
Town of Vail
STATE OF COLORADO
John W. Hickenlooper, GOVERNOR
Colorado Department of Transportation
Shailen P. Bhatt, Executive Director
Title:
By: Joshua Laipply, P.E., Chief Engineer
Date:
*Signature
Date:
Print:
2nd The Local Agency Signature if Needed
ADD AG Signature Block
Title:
*Signature
Date:
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
EXHIBIT A — SCOPE
SCOPE OF WORK
SEDIMENT CONTROL STORAGE 1-70 M.P. 178.0 - 179.0
CDOT and the Town of Vail are entering into this Intergovernmental Agreement for the Design and
Construction of the West berm area, on the north side of Interstate 70 at approximate Milepost 178-179. The
East berm is completed, the West berm will be located on CDOT right-of-way, Tract C (see Exhibit C) and an
easement that was granted to the Town of Vail through a separate agreement with the Bald Mountain
Townhome Association and will be shared between CDOT and Town of Vail.
East Phase- Completed
West Phase
• The Town will be responsible for the design of the West berm including drainage, utilities, and
retaining walls. CDOT will not participate in the cost, shown on Exhibit B.
• Total fill approximately 71,000 cubic yards :
o Approximately 41,000 cubic yards (CDOT) in the berm on Tract C and 1-70 ROW
o Approximately 30,000 cubic yards (Town of Vail)
• The Town will obtain all necessary Town of Vail and CDOT clearances. CDOT will assist the Town
with the CDOT environmental, ROW, and utility clearance.
• The Town cannot begin construction until the design is approved by CDOT.
• The Town will conduct operations during one of those years at an accelerated schedule and will be
responsible as outlined in the SOW. CDOT can work in conjunction with the town of Vail's operation
on a limited schedule.
• The Town will be responsible for all labor materials, and equipment for transplanting trees, container
planting, and temporary irrigation system and utility relocations on Tracts A & C.
• FHWA will only grant Town access across the A -Line for one construction season. Prior to granting
approval, an operational analysis of the traffic impacts caused by the MHT will be completed.
• An approved MHT plan must be in place prior to the start of construction.
• At any time unsafe traffic operations are brought to the attention of CDOT, Town access across the A-
line will be revoked until an appropriate traffic control plan is developed by the Town and CDOT
approval is granted.
• The Town can work in conjunction with CDOT's operations on a limited schedule with prior approval.
• The Town will conduct operations during one year at an accelerated schedule. CDOT can work in
conjunction with the Town's operation on a limited schedule. Planting trees and all irrigation work
shall be accomplished on the 5`h year of this contract. The Town shall only break the A-line during one
construction season and only for the purpose of this project.
• CDOT will be responsible for all the labor, materials and equipment for grading the berm to the
approved plans.
• CDOT will be responsible for obtaining a construction storm water discharge permit from the
Colorado Department of Public Helath and Environment (CDPHE).
• CDOT will be responsible for all the labor, materials and equipment for revegetating the site per the
approved plans and CDOT's construction storm water discharge permit and storm water management
plans.
• Work will begin on the Bald Mountain Townhome Association easement portion of the berm in 2016
and be completed prior to placement of material on Tract C.
• CDOT will be responsible for all labor, materials, and equipment to complete the embankment traffic
control, storm water management, rough grading, topsoil and seeding of the West Phase as shown on
the grading plan.
• CDOT will conduct operations up to a five (5) year time. The Town can still haul material in
conjunction with CDOT's operations on a limited schedule.
Exhibit A
Project — Town of Vail Sand Storage Facility Routing# 16 HA3 XE 00090
REGION 3 — WMA SRM# 351001301
EXHIBIT B (NOT APPLICABLE)
LOCAL AGENCY
ORDINANCE or RESOLUTION
Exhibit B
Project — Town of Vail Sand Storage Facility
REGION 3 — WMA
EXHIBIT C — MAPS
Routing# 16 HA3 XE 00090
SRM# 351001301
Y
t'
t� t> l�
1
,
t 1'
fd uV.
���'X}
',.,• ` `
t I� 41)
- �. - "� Iia'' �ll lit' ♦�.� � �, . _
t
yCy Y : '„ rAST VAI, [3 RMS AND DFT-FNT;CN POND
GRADING AND DLTLNI`ION POND PLAN
Exhibit C— Page 1 of 2
Project — Town of Vail Sand Storage Facility
REGION 3 — WMA
Routing# 16 HA3 XE 00090
SRM# 351001301
Exhibit C — Page 2 of 2