No preview available
HomeMy WebLinkAboutC09-475 IGA Edwards Interchange UgradeEAGLE COUNTY Highway Maintenance Agreement CDOT REGION 3 / (DAW) Edwards Interchange Rev 09/09 10 HA3 05119 ID 33100098 INTERGOVERNMENTAL AGREEMENT THIS CONTRACT made this~~-day of ~~~s~~VV1 ~~T'~ 2009, by and between the State of Colorado for the use and benefit of the Colorado Department of Transportation hereinafter referred to as the State, and EAGLE COUNTY 500 Broadway Box 850 Eagle, Colorado, 81631, CDOT Vendor #: 2000124, hereinafterreferred 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 payment of project and Local Agency costs in Fund Number 400, Function «», GL Acct. «», WBS Element or Cost Center «», Intergovernmental Agreement Encumbrance Amount: $0.00 2. Required approval, clearance and coordination have been accomplished from and with appropriate agencies. 3. Section 43-2-102 and 103, C.R.S require the State to maintain state highways (including where such highways extend through a city or an incorporated town), and 43-2-135 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 Intergovernmental Agreement for the Local Agency to provide some or all of the certain maintenance services on the I-70 Edwards Interchange under applicable law; 5. The parties also intend that the Local Agency shall remain responsible to perform any services and duties that are the responsibility of the Local Agency under its jurisdiction and under applicable law, at its own cost; unless otherwise provided by this agreement. 6. The State and the Local Agency have the authority, as provided in § 29-1-203, 43-1-106, 43-2-103, 43-2-104, and 43-2-144 C.R.S., as amended, and in applicable ordinance or resolution duly passed and adopted by the Local Agency, to enter into Intergovernmental Agreement 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 within its jurisdiction. Page 1 of 10 '~~~~ THE PARTIES NOW AGREE THAT: . -. Section 1. Scope of Work The Local Agency and CDOT shall perform the "maintenance services" for the I-70 Edwards Interchange described herein, with the Local Agency performing Maintenance located within the Local Agency's jurisdiction, and CDOT performing Maintenance located within the State's jurisdiction as detailed in Exhibit A. Such services are further detailed in Section 4. Section 2. Order of Precedence In the event of conflicts or inconsistencies between this Intergoverunental Agreement and its exhibits, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1. This Intergovernmental Agreement 2. Special Provisions in Section 22 3. Exhibit A (Scope of Work) 4. Exhibits C (Intergovernmental Agreement Modification Tool) 5. Other Exhibits in descending order of their attachment. Section 3. Term This Intergovernmental Agreement shall be effective upon approval of the State Controller or designee, or on the date made, whichever is later, and shall extend in perpetuity unless amended or terminated by the parties. Section 4. State and Local Agency Commitments A. The Local Agency shall perform the "maintenance services" for the I-70 Edwards Interchange with the Local Agency performing Maintenance located within the Local Agency's jurisdiction, and CDOT performing Maintenance located within the State's jurisdiction described herein. Such services are detailed in Section 1 (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 performs any maintenance services under this Intergovernmental Agreement. ("Maintenance services" do not include reconstruction of portions of the highways destroyed by major disasters, fires, floods, or Acts of God. Provided, however, that the Local Agency shall give the State immediate notice of the existence of any such conditions on the Highways.) 1. Maintenance services to be performed by the State and/or Local Agency, for the Eagle County Edwards Interchange under this Intergovernmental Agreement shall include (without limitation) the following services: a. Removal of snow, sanding and salting. b. Patching, making safe, repairing, spot reconditioning, spot stabilization and spot seal coating, including shoulders, and damage caused by ordinary washouts. c. Pa:nt.ng of br.dges, of other str'actures, and of highway appurtenances. d. Warning the State's representative of any "dangerous condition" (as that term is defined in § 24-10-103(1) C.R.S., as amended), and/or repairing that condition. e. Inspecting State Highway signing and regulatory devices on Eagle Edwards Interchange monthly and notifying the State's Region Transportation Director as soon as the Local Agency has notice of any State Highway signing and regulatory devices in need of repair. Page 2 of 10 2. The State and/or Local Agency shall also continue to perform, at its own expense, all activities/duties at the intersection that the State or Local Agency is required to perform by § 43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage structures, excluding storm sewers. C. The State and the Local Agency shall provide maintenance to the prescribed levels that are set by the Highway commission or better if the entity so chooses. The Local Agency's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Regional Transportation Director, or his representative, shall determine the then current applicable maintenance standards for the maintenance services. Any standards/directions provided by the State's representative to the Local Agency concerning the maintenance services shall be in writing. The Local Agency shall contact the State Region office and obtain those standards before the Local Agency performs such services. D. The State and Local Agency shall perform the maintenance services in a satisfactory manner and in accordance with the terms of this Intergovernmental Agreement. The State reserves the right to determine the proper quantity and sufficiency of the maintenance services performed by the Local Agency, as well as the adequacy of such services, under this Intergovernmental Agreement. The State will notify the Local Agency in writing of any deficiency in the maintenance services. The Local Agency shall commence corrective action within 30 calendar days of receiving actual or constructive notice of such deficiency: a) from the State; b) from its own observation; or c) by any other means. This timeframe for required local agency corrective actions will be accelerated if the maintenance deficiency is causing any negative impact to traffic flow on I-70 and its ramps or structural failures are imminent as a direct result of the local agency's deficiency of maintenance services as determined by the State. In these emergency cases the Local Agency will commence corrective action as soon as possible and within 24 hours. In the event the Local Agency, for any reason, does not or cannot correct the deficiency within, the timeframes delineated herein, the State reserves the right to correct the deficiency and bill the Local Agency for such work. Section 5. Record Keeping The Local Agency shall maintain a complete file of all records, documents, communications, and other written materials, which pertain to the costs incurred under this Intergovernmental Agreement. The Local Agency shall maintain such records for such period as may be necessary to resolve any matters which may be pending. The Local Agency shall make such materials available for inspection at all reasonable times and shall permit duly authorized agents and employees of the State and FHWA to inspect the project and to inspect, review and audit the project records. Section 6. Termination Provisions This Intergovernmental Agreement may be terminated as follows: A. This Intergovernmental Agreement may be terminated by either party, but only at the end of the State fiscal year (June 30), and only upon written notice thereof sent by registered, prepaid mail and received by the non-terminating party not later than 30 calendar days before the end of that fiscal year. In that event, the State shall be responsible to pay the Local Agency only for that portion of the highway maintenance services actually and satisfactorily performed up to the effective date of that termination, and the Local Agency shall be responsible to provide such services up to that date, and the parties shall have no other obligations or liabilities resulting from that termination. Page 3 of 10 Notwithstanding subparagraph A above, this Intergovernmental Agreement may also be terminated as follows: B. Termination for Convenience. The State may terminate this Intergovernmental Agreement at any time the State determines that the purposes of the distribution of moneys under the Intergovernmental Agreement would no longer be served by completion of the project. The State shall effect such termination by giving written notice of termination to the Local Agency and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. C. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill, in a timely and proper manner, its obligations under this Intergovernmental Agreement, or if the Local Agency shall violate any of the covenants, agreements, or stipulations of this Intergoverunental Agreement, the State shall thereupon have the right to terminate this Intergovernmental Agreement for cause by giving written notice to the Local Agency of its intent to terminate and at least ten (10) days opportunity to cure the default or show cause why termination is otherwise not appropriate. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports or other material prepared by the Local Agency under this Intergovernmental Agreement shall, at the option of the State, become its property, and the Local Agency shall be entitled to receive just and equitable compensation for any services and supplies delivered and accepted. The Local Agency shall be obligated to return any payments advanced under the provisions of this Intergovernmental Agreement. Notwithstanding the above, the Local Agency shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the Intergovernmental Agreement by the Local Agency, and the State may withhold payment to the Local Agency for the purposes of mitigating its damages until such time as the exact amount of damages due to the State from the Local Agency is determined. If after such termination it is determined, for any reason, that the Local Agency was not in default or that the Local Agency's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if the Intergovernmental Agreement had been terminated for convenience, as described herein. Section 7. Legal Authority The Local Agency warrants that it possesses the legal authority to enter into this Intergovernmental Agreement 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 Intergovernmental Agreement and to bind the Local Agency to its terms. The person(s) executing this Intergovernmental Agreement on behalf of the Local Agency warrants that such person(s) has full authorization to execute this Intergovernmental Agreement. Section 8. Representatives and Notice The State will provide liaison with the Local Agency through the State's Region Director, CDOT Region 3 222 S. 6t" Street Grand Junction CO, 81501. Said Region Director will also be responsible for coordinating the State's activities under this Intergovernmental Agreement 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 or officials identified below. Either party may from time to time designate in writing new or substitute representatives. Page 4 of 10 If to State: Martha Miller, PE CDOT Region 3 Resident Engineer 714 Grand Avenue Eagle, CO 81631 (970) 328-6385 Section 9. Successors If to the Local Agency: Eva Wilson, PE Eagle County Engineer Eagle County Building 500 Broadway, PO Box 850 Eagle, CO 81631 (970) 328-3560 Except as herein otherwise provided, this Intergovenunental Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Section 10. Third Party Beneficiaries It is expressly understood and agreed that the enforcement of the terms and conditions of this Intergovernmental Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the State and the Local Agency. Nothing contained in this Intergovernmental Agreement 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 Intergovernmental Agreement shall be deemed an incidental beneficiary only. Section 11. Governmental Immunity Notwithstanding any other provision of this Intergovernmental Agreement to the contrary, no term or condition of this Intergovernmental Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of § 24-10-101, et seq., C.R.S., as now or hereafter amended and the risk management statutes, §§ 24-30-1501, et seq., C.R.S., as now or hereafter amended. Section 12. Severability To the extent that this Intergovernmental Agreement may be executed and performance of the obligations of the parties may be accomplished within the intent of the Intergovernmental Agreement, the terms of this Intergovernmental Agreement 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 13. Waiver The waiver of any breach of a term, provision, or requirement of this Intergovernmental Agreement 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. Page 5 of 10 Section 14. Entire Understanding This Intergovernmental Agreement 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 affect 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 15. Survival of Intergovernmental Agreement Terms Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this Intergoverunental Agreement and the exhibits and attaclunents hereto which may require continued performance, compliance or effect beyond the termination date of the Intergovernmental Agreement 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 16. Modification and Amendment A. This Intergovernmental Agreement 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 Intergovernmental Agreement on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this Intergovernmental Agreement shall be effective unless agreed to in writing by both parties in an amendment to this Intergovernmental Agreement that is properly executed and approved in accordance with applicable law. B. Either party may suggest renegotiation of the terms of this Intergovernmental Agreement, provided that the Intergovernmental Agreement 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 Intergovernmental Agreement, the renegotiated terms shall not be effective until this Intergovernmental Agreement 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 sea•, 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 Intergovernmental Agreement that is properly executed and approved by the State Controller or his delegee. Section 17. Option Letters Option Letters maybe used to extend Agreement term, change the level of service within the current term due to unexpected overmatch, add a phase without increasing Intergovernmental Agreement 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 In the event the State desires to continue the Services and a replacement Intergovernmental Agreement has not been fully approved by the termination date of this Intergovernmental Agreement, the State, upon written notice to Local Agency, may unilaterally extend this Intergovernmental Agreement for a period of up to one (1) year. The Intergovernmental Agreement shall be extended under the same terms and conditions as the original Intergovernmental Agreement, 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 Intergovernmental Agreement is signed by the Colorado State Controller or an authorized delegate. Page 6 of 10 The State may exercise this option by providing a fully executed option to the Local Agency, within thirty (30) days prior to the end of the current Intergovernmental Agreement term, in a form substantially equivalent to Exhibit C. If the State exercises this option, the extended Intergovernmental Agreement will be considered to include this option provision. The total duration of this Intergovernmental Agreement, including the exercise of any options under this clause, shall not exceed five (5) years. Option 2 - **Not Applicable** Level of service change within current term due to unexpected overmatch in an overbid situation only. hi the event 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 Intergovernmental Agreement. 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 Intergovernmental Agreement as stipulated by the executed Option Letter (Exhibit C), which will bring the maximum amount payable under this Intergovernmental Agreement to the amount indicated in Exhibit C-1 attached to the executed Option Letter (future changes to Exhibit C shall be labeled as C-2, C-3, etc, as applicable). Performance of the services shall continue under the same terns as established in the Intergovernmental Agreement. 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 Intergovernmental Agreement will be considered to include this option provision. Option 3 - **Not Applicable** Option to add overlapping_phasetyithout increasing Intergovernmental Agreement dollars. The State may require the Local Agency 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 Intergovernmental Agreement with the Intergovernmental Agreement dollars remaining the same. The State may exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit C. If the State exercises this option, the Intergovernmental Agreement will be considered to include this option provision. Option 4 - **Not Applicable** To update funding (increases and/or decreases) with a new Exhibit C. This option can be used to increase and/or decrease the overall Intergovernmental Agreement dollars (state, federal, local match, local agency overmatch) to date, by replacing the original funding exhibit (Exhibit C) in the Original Intergovernmental Agreement with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc). The State may have a need to update changes to state, federal, local match and local agency overmatch funds as outlined in Exhibit C- 1, which will be attached to the option form. The State may exercise this option by providing a fully executed option to the Local Agency within thirty (30) days after the State has received notice of funding changes, in a form substantially equivalent to Exhibit C. If the State exercises this option, the Intergovernmental Agreement will be considered to include this option provision. Section ifs. i~isputes Except as otherwise provided in this Intergovernmental Agreement, any dispute concerning a question of fact arising under this Intergovernmental Agreement which is not disposed of by agreement will be decided by the Chief Engineer of the Department of Transportation. Page 7 of 10 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 Intergovernmental Agreement 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 Intergovernmental Agreement, 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 supercede other agreements This Intergovernmental Agreement 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 20. Subcontractors The Local Agency may subcontract for any part of the performance required under this Intergovernmental Agreement, subject to the Local Agency first obtaining approval from the State for any particular subcontractor. The State understands that the Local Agency may intend to perform some or all of the services required under this Intergovernmental Agreement through a subcontractor or other entity. The Local Agency agrees not to assign rights or delegate duties under this Intergovernmental Agreement [or subcontract any part of the performance required under the Intergovernmental Agreement] without the express, written consent of the State [which shall not be unreasonably withheld]. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. Section 21. Local Agency Funding Availability Notwithstanding any other tenn or condition of this contract, it is expressly understood and agreed that the obligation of the Local Agency for all or any part of any payment obligations set out herein, either direct or contingent, shall only extend to payment of monies duly and lawfully appropriated for the purpose of this contract by the City Council of the Local Agency and paid into the Treasury of the Local Agency. The Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple fiscal year debt of the Local Agency. The Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by the Local Agency's Revised Municipal Code. Page8of10 ~ SPECIAL PROVISIONS Section 22. The Special Provisions apply to all contracts except where noted in italics. 1. CONT'ROLLER'S APPROVAL. CRS §24-30-202(1). This contract shall not be valid until it has been approved by the Colorado State Controller or designee. 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the cun~ent fiscal year aze 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 unemplo}nnent irsurance 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 understandurg, 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 WITIi 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 pact 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 PROIiIBITION. 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 wanants that, during the teen 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 indi~ect, 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. ]0. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental apreenren[s] 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 detenni~ation or judicial action. 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable fo agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technologyservices orproducts and services] Local Agency certifies, warrants, and agrees that it does not knowingly employor contractwith an illegal alien who will perform work under this contract and will confirm the employment eligibilityof 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 Agencyshall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with asub-contractor that fails to certify to Local Agency that the sub-contractor shall not knowingly employ or contractwith an illegal alien to perform work under this contract. Local Agency (a) shall not use E- VerifyProgram or Department program procedures to undertake pre-employment screening ofjob applicants while this contract is being performed, (b) shall notify the sub-contractor and the contracting State agency within three days if Local Agency has actual knowledge that asub-contractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if asub-contractor 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 Agencyfails 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 Agenr_.y shall hP li3hlg 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 affums 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 contact. Revised ]-1-09 Page9of10 ~~ATU~E P~~E THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT STATE OF COLORADO: LOCAL AGENCY: BILL RITTER, JR., GOVERNOR By: Eagle County Legal Name of Contracting Entity 20000124 CDOT Vendor Code -.-- Signature of uthorized Officer For the Executive Director Colorado Department of Transportation LEGAL REVIEW: JOHN W. SLITHERS ATTORNEY GENERAL LOCAL AGENCY: (A Local Agency Attestation is required.) Attest (Seal) By: of By: ~'o c z '~ (Place Local Agency Seal here, if available.) Town /City / Coin Clerk '~ 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 contractor 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. MC DERMOTT, CPA By: Date: Page 10 of 10 Exhibit A SCOPE OF WORK Maintenance Responsibilities Eagle County to maintain: Any irrigation systems created by the project Any irrigated landscaping created by the project* All decorative lighting: Sidewalks -snow removal and maintenance *Local Agency shall apply for a landscape and/or special use permit prior to any additional improvements on the project or Edwards Access Road. CDOT to maintain: All ramps to I-70 and Edwards Interchange Pavement Signing Retaining walls Guardrails Snowplowing ramps and initial pass on access road Drainage Structures and features Upon the closure of the stormwater permit through Colorado Department of Public Health and Environment, CDOT will also maintain and mow per Maintenance Level of Service all un-irrigated landscaping (CDOT approved seed mix only, 3:1 slope or shallower). After fmal acceptance of the project, CDOT will be responsible for graffiti removal on all surfaces that can only be accessed from mainline I-70 and/or the on- and off-ramps. Eagle County and CDOT will fmalize the exact areas of respective responsibilities based upon the general terms stated herein upon completion and acceptance of the project by amendment to this agreement and revision of the attached Maintenance Responsibility map. The surfaces within CDOT's responsibility will include the I-70 bridge abutment walls, piers, slope & ditch paving along I-70 underneath the I-70bridge, overhead signs, and walls. Any areas that can be accessed from local streets and/or cannot be accessed from I-70 or interchange ramps will be Eagle County's responsibility. CDOT will conduct incident management during events affecting the I-70 traffic flow. The above delineations apply only to new construction produced by the project. Existing unaltered appurtenances will continue to be maintained as they are currently. Any transfer of maintenance responsibilities to CDOT from Eagle County as described herein will not occur unless title of all ROW has been conveyed to CDOT. The following map shows this information graphically. . ~~__ ~ 4 ~ 1 ,,-~, ~'~ „ H~ avoy _._ \' • r- ~t.., ~ . . ~ ~ -_-~ a d ` ~ ~ is ~~ ~ ~ ~ ~• ~ ,~ ~ ~ a p ,818 ~ ~' , ~: ~ i ~: ~J~:i~~j~j ~ ~ ~ ~~ `~ ~ ° _ ~. ~ ,a 1~~~, er'r - A~. _ n a ~7 a a a ap,Mp ~ p 1. GQ ~ }~} ._ W 9 OL•1 83 Q a4~_ ~ iv y ~ w n d 1t G~ ° __--•-- ~ OL•1 9M p ~ ~ i! ~ -. ~ _ ~~; Q ~ a i ~ ~ ~ ~ dWVtl•id0 8M w Exhibit B LOCAL AGENCY ORDINANCE or RESOLUTION Intentionally Omitted Exhibit C SAMPLE IGA OPTION LETTER (This option has been created by the Office of the State Controller for CDOT use only) NOTE: 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 # Vendor name: A. SUBJECT: (Choose applicable options listed below AND in section 8 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 Exhibit C must be attached with the option letter and shall be labeled C-1 (future changes for this option shall be labeled as follows: C-2, C-3, C-4, 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 routin # ,between the State of Colorado, Department of Transportation, and (insert Local Agency's name) the state hereby exercises the option for an additional term of (insert performance period here) at acost/price specified in Paragraph/Section/Provision of the original contract, AND/OR an increase in the amount of goods/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 routing #) between the State of Colorado, Department of Transportation and jinsert Local Agency'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 language for use with Option #3): In accordance with the terms of the original contract (insert FY, Agency code &CLIN routing #) between the State of Colorado, Department of Transportation and jinsert Local Agency's name here), the State hereby exercises the option to add an overlapping phase in jindicate 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. linseri the rviivwiny Language or use vviin vpiion ~4/: In accordance with the terms of the original contract (insert FY, Agency code &CLIN routing #) between the State of Colorado, Department of Transportation and jinsert Local Agency'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. 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 Exhibit C-1 is made part of the original contract and replaces Exhibit C. (The following is a NOTE Exhibit C -Page 1 of 2 Exhibit C only so please delete when using this option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C-4, etc.) jThe 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 Local Agency: Legal Name of Local Agency By: Print Name of Authorized Individual Signature: Date: Title: Official Title of Authorized Individual State of Colorado: Bill Ritter, Jr., Governor By: Date: 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. Local Agency is not authorized to begin performance until such time. If Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay Local Agency for such performance or for any goods and/or services provided hereunder. State Controller David J. McDermott, CPA By: Date: Issuance date: July 1, 2008 Exhibit C -Page 2 of 2