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HomeMy WebLinkAboutC17-088 Berry Creek Metropolitan DistrictINTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND BERRY CREEK METROPOLITAN DISTRICT FOR I -70G (EDWARDS ACCESS ROAD) MAINTENANCE THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made this 03/14/2017 , by and between the Eagle County, Colorado, a body corporate and politic acting by and through its Board of County Commissioners ("County") and Berry Creek Metropolitan District ("BCMD"). The parties to the Agreement may be referred to singularly as the "Party" or plurally as the "Parties." RECITALS: WHEREAS, the BCMD has entered into an agreement to provide all of the maintenance services for the Edwards interchange, such services identified as "Eagle County to maintain:" on the attached Exhibit B ("Maintenance") associated with the areas described as the Edwards interchange north of the centerline between the two Interstate 70 bridges as depicted on the attached Exhibit A; which will benefit the residents and taxpayers of the BCMD to this Agreement; and WHEREAS, these maintenance services are beneficial to the Edwards Community and BCMD has agreed to provide these maintenance services; and WHEREAS, the Constitution and laws of the State of Colorado permit and encourage local governmental entities to cooperate with each other to make the most efficient and effective use of their powers and responsibilities; and WHEREAS, the BCMD enters into this agreement under the authority of local governments of the State of Colorado to contract with one another. C.R.S. § 29-1-201, et seq., Article XIV, Section 18 of the Colorado Constitution; and WHEREAS, CDOT requires either a county or a municipality ("Local Agency"] to oversee maintenance services on one of its right of ways pursuant to C.R.S. § 43-2- 104.5; and WHEREAS, the County is a Local Agency and BCMD is not; and WHEREAS, County and CDOT have entered into that certain Contract dated December 8, 2009 (the "CDOT Contract," attached hereto together with all of its exhibits as Exhibit C and incorporated herein as if set forth in full), for the purpose of the County acting as the Local Agency for the Maintenance; and WHEREAS, CDOT has consented to BCMD acting as a subcontractor to perform the obligations as described herein, under the CDOT contract; and C17-088 WHEREAS, this Agreement is entered into pursuant to, inter alfa, C.R.S. §§ 29- 1-201, et seq., and Article XIV, Section 18 of the Colorado Constitution. AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the Parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the BCMD and the County agree as follows: 1. Maintenance Responsibilities. BCMD will, at its sole expense, provide all maintenance services designated as Eagle County's responsibility in the CDOT Contract associated with the areas described as the Edwards interchange north of the centerline between the two Interstate 70 bridges as depicted on the attached Exhibit A. 2. County's Obligations. A. County agrees that it will act as the Local Agency for purposes of receiving CDOT authorization and funding necessary to construct the Final Road Design. B. County shall have no further obligations under this Agreement, financial or otherwise, other than to provide timely notice to BCMD of all requests or direction provided by CDOT relating to Maintenance. 3. Indemnification. To the extent permitted by law, BCMD assumes all liabilities associated with the Maintenance. Accordingly, to the extent allowed by Colorado law, BCMD agrees to release, indemnify and hold harmless County, and its officers, agents, and employees, against any and all claims or causes of action of any kind arising out of damage to real or personal property, or injury and/or death to persons, including the property, agents, or employees of either Party, resulting in any way from the operations and duties undertaken by BCMD in connection with the Maintenance or this Agreement. To the extent allowed by Colorado law, BCMD shall further indemnify and hold harmless County and its officers, agents, and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions, or proceedings of any kind or nature whatsoever, including Workman's Compensation claims, of or by any person, in any way resulting from or arising out of, either directly or indirectly, the operations and duties undertaken by BCMD in connection with the Maintenance or this Agreement. This indemnification shall be deemed to include the acts and omissions of all officers, employees, representatives, suppliers, invitees, contractors, and agents of BCMD. Similarly, to the extent permitted by Colorado law, County agrees to indemnify BCMD and its officers, agents, and employees against any claims or damages resulting from 2 structural or other significant damage caused by the County to the Improvements that BCMD is maintaining pursuant to this Agreement. 4. Independent Contractor Status. The Parties to this Agreement intend that the relationship between them is that of independent contractor. BCMD, and any agent, employee, or servant of BCMD shall not be deemed to be an employee, agent, or servant of County. Other than requiring that BCMD to comply with all requirements, standards and directions of CDOT and the Local Agency Commitments contained in Exhibit "A" in completing the Maintenance, Eagle County shall not attempt to oversee or supervise the work or actions of any BCMD employee, contractor, subcontractor, consultant, servant or agent in the course of completing work under this Agreement. 5. Benefits. BCMD and any agent, employee or servant of BCMD is not entitled to any Workman's Compensation benefits through the County and is responsible for payment of any federal, state FICA and other income taxes. 6. Non -Assignable. This agreement is not assignable by either Party. 7. Integrated Agreern . This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Parties and signed by authorized officers of each Party. This Agreement constitutes the entire Agreement between the Parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 8. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such ,judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 9. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be hand -delivered or sent by registered or certified regular mail, postage pre -paid to the addresses of the Parties as follows. Each Party by notice sent pursuant to this paragraph may change the address to which future notices should be sent. Notice to County: Eagle County Engineer 500 Broadway P.O. Box 850 Eagle, Colorado 81631 Notice to Berry Creek Metropolitan District: Board of Directors Berry Creek Metropolitan District P.O. Box 1058 Edwards, CO 81632 3 1 0. Immuni . The BCMD agrees and understands that both Parties are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental immunity Act, C.R.S. §§ 24-14-101, et seq., as from time to time amended or otherwise available to the Party or any of their officers, agents, or employees. 11. Binding Effect. The rights and obligations of the BCMD under this Agreement shall be binding upon and shall inure to the benefit of the Party and their respective successors and assigns. 12. Choice of Law and Venue. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Courts of Eagle County, Colorado. County shall have standing to bring an action to enforce the terms of this Agreement in District Court, including an action for specific performance and injunctive relief. 13. Duration. This Agreement shall remain in effect in perpetuity unless amended or terminated by the Parties. 14. Authorily The BCMD warrants that it possess the legal authority to enter into this contract and that it has taken all actions required by all applicable procedures, by- laws, and/or applicable law to exercise that authority, and to lawfully authorize it's undersigned signatory to execute this contract and to bind them to its terms. The person executing this contract on behalf of the BCMD warrants that such person has full authorization to execute this contract. 15. No 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 County, BCMD and potentially, CDOT. Nothing contained in this contract shall give or allow any claim or right of action whatsoever by any other third person or entity, other than CDDT. It is the express intention of the County and BCMD that any such person or entity, other than CDDT, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. 16. Waiver. The waiver of any breach of a term, provision or requirement of this Agreement shall not be construed or deemed a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision or requirement. 17. Modification and Amendment. This Agreement is subject to such modifications as may be required by changes in a 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 Agreement shall 11 be effective unless agreed to in writing by bath Parties in an amendment to this Agreement that is properly executed and approved in accordance with applicable law. 18. No Personal Liabili . No elected official, director, officer, agent or employee of either Party shall be charged personally or held contractually liable by or to the other Party under any term or provision of this Agreement or because of any breach thereof or because of its or their execution, approval or attempted execution of this Agreement. 19. A ro riation Limitation. It is expressly understood that any financial obligations that may arise hereunder for purposes of this Agreement, whether direct or contingent, shall only extend to payment of monies duly and lawfully appropriated by the governing body of the BCMD. Nothing herein shall be construed as the creation in the County or BCMD of a multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever. 20. BeTy Creek Metropolitan District. The foregoing Agreement is approved by the Board of Directors of Berry Creek Metropolitan District at its regular meeting held on the 23rd day of February, 2017. 21. Coon A roval. The foregoing Agreement is approved by the Board of County Commissioners of Eagle County, Colorado at its regular meeting held on the 03/14/2017 5 In Witness whereof, the Parties hereto have caused this agreement to be executed as of the day and year first above written. ATTEST: By: k- -- Dan Godes, Secretary Attest: ��r2cLs'o LO -A Regina O'Brien, Clerk to the Board BOARD OF DIRECTORS OF BERRY CREEK METROPOLITAN DISTRICT a � f � George egory, Prei en COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COt NTv rnMN[rSSIONERS K.. ja-,t By: Jillian Ryan, Chair 0 CONCRETE PAVEMENT/SIDEWALK Y I _ NOT MIK ISPIULT PAVEMENT Q. I O PRO RETAIMINO WALL — — — — — PROPOSED RIONFOFMAY �< I — — — — PROPOSED PERMANENT EASEMENT PROPOSED TEMPDRARY EASEMENT •' _.._.•..•..•. _..• QISTINO WETLANDS 1 1 f r = W EXHIBIT A• Q I inn F o o �rP''"'Y t 3 W • i OPOSED VZLL • �� ,� • —y §g]} ION _ _ a •m. ✓ry / R wAp ACCESS RO 11111 '. 1 w BERRY CREEK METRO -DISTRICT MAINTENANCE RESPONSIBILITY' 0 r 9p Y -L v EDWARDS METRO -DISTRICT s� MAINTENANCE RESPONSIBILITY LtP i °NOH7 IL Z? ` FINAL DESIGN lw m(ll'4 999 2o a � PBLSBURG -T FOR ­-IONll HOLT & O• ULLEVIG EAfi.E COUMT EXHIBIT B 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 1-70 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 storm water 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 final 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 interchange ramps. Eagle County and CDOT will finalize 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-70 bridge, 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. Exhibit A shows this information graphically. Rev 09109 EAGI„E COUNTY highway Maintenance Agreement 10 HA3 05119 CDOT REGION 3 / (DA`'V) Edwards Interchange ID 331000298 INTERGOVERNMENTAL AGREEMENT THIS CONTRACT made this ?' 'clay of ;,:�: ; �. �' �'; 2010, 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 #: 2004124, 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 payment of project and Local Agency costs in Fund Number 400, Function <<>>, GL Acct. <<>>, WBS Element or Cost Center <Q>, 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 1-70 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. EAGLE COJJtvFY. C❑� 1 TEAK J SIMONTON + r� Page 1 of R¢5. $0�@0 OGC: d$' Id'46P'" 0 1 /G8fJC0 10 111111 IH 111 iIH 1111111 .III.1111111111 1II 111111111111 TI3E PARTIES NOW AGREE THAT: Section I. Scope of Work The Local Agency and CDOT shall perform the "maintenance services" for the 1-70 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 Intergovernmental Agreement and its exhibits, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: I. This Intergovernmental Agreement 2. Special Provisions in Section 22 3. Exhibit A (Scope of Work) 4. Exhibits C (Sample Option Letter) Section 3. Terra 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 1-70 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). S. 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. Painting of bridges, of other structures, and of highway appurtenances. d. Warning the State's representative of any "clangorous 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 2of10 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 perforin 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 perforin the maintenance services in a satisfactory manner and in accordance with the ten -ns 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 1-70 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. Iii 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 beeping 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 maybe necessary to resolve any matters which maybe 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 G. Termination Provisions This Intergovernmental Agreement may be terminated as follows: A, This Intergovernmental Agreement maybe 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 follows: C:1 Agreement may also be terminated as R. 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 tennination 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 Intergovernmental 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 materia] 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 ob]igated 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 ]awfully 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 S. Representatives and Notice The State will provide liaison with the Local Agency through the State's Region Director, CDOT Region 3 222 S. G"' Street Grand Junction CO, S 1501. 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. Al] 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 fel 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 Intergovernmental 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 tern 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 tbeprovisions of § 24-10-101, ct 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 hereofbe 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 deerned 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 i„ Section 14. Entire Understanding This Intergovernmental Agreement is intended as the complete integration ofall understandings between the parties. leo 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 Roles. Section 15. Survival of intergovernmental Agreement Terms Notwithstanding anything herein to tine contrary, the parties understand and agree that all terms and conditions of this Intergovernmental Agreement and the exhibits and attachments hereto which may require continued performance, compliance or effect beyond the termination date ofthe 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 he 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. S. 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_ sep., 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 may be used to extend Agreement term, change the levet of service within the current term due to unexpected ovennatch, 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 tennination 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 (3) years. Option 2 — **Not Applicable** Level of service change within current term due to unexpected overmatch in an overbid situation only. In the event the Local Agency's construction hid is higher than expected, this option allows for additional Focal 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 Ovennatch funding. The State may unilaterally increase the total dollars of this Intergovernmental Agreement as stipulated by the executed Option Letter (Exhibit Q, which will bring the maximum amount payable under this hitergovernmental Agreement to the amount indicated in Exhibit C-1 attached to the executed Option Letter (future changes to Exhibit C shall be Iabeled as C-2, C-3, etc, as applicable). Performance of the services shall continue under the same terms 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 phase without 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 neva 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 18, Disputes 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 34 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 ofthe 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 adininistrative 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 perforin, 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 for 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 inurc 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 term 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. Page 8 of 10 Section 22. SPECIAL PROVISIONS The Special Provisions apply to all contracts except where rioted in italics. I. CONTROLLER'S APPROVAL. CRS §Z4 -30 -2020) -This contract shall not be valid until it has been approved by the Colorado State Coturolla- 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. GOVERN MENTA 1, IM MUNITY. No team or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of tile immunities, righm benefits, protections, or other provisions, of tile Colorado Governmental immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§ 1340(b) and 2671 et seq-, as applicable now or hereafter amended. 4. INDEPENDENT LOCAL AGENCY. Lucal 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 Loeal Agency shall be deemed to be an agent or employee oi'the State- I.oc:al Agency and its employees and agents are not cnlitled to uncrnployrrrent insurance or workers compensation benefits through the State and the Stine shall not pay for or otherwise provide such coverage for Local Agency or any of its agelits or employees. Unemployment insurance bcnefts will be available to l..ocal Agency and its employees and agents only if such coverage is made available by Local Agency or a third party, Lncal Agency shelf pay when due all applicable empiny1ncnt taxes and income taxers and local head taxes incurred pursuant to this caniracl- I.Oc:d Agency shall not lusvc 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 requited by law, (b) provide prcxrf thereof when requested by the State, and (c) be solely responsible for its acts and those of its el ployce:s and agents. 5. COMPLIANCE: WITH LAW. Local Agency sballstrictlycomply with all applicable federal and State laws, rules, and regulations in effect or herealier established, inc lud ing, without limitation, I.., w; 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 01, this contract. Arty provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision ineorlxrrated herein by refcivnce which pturports to negate this or any other Special Prows km in whole or if' part shaft not be valid or enforceable or available in any action at law, whether by way ofcomplaint, defense, or onhetwisc. Any provision rendered null and void by the operation Of dais provision shall not invalidate the remainder of this contract, to the extent capable of execution - 7. BINDING ARBITRATION PROIJIAITED. 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 sball be null and void. 8. SOFTWARE PiRACY PROHIBITION. Governor's E lceutive Order 1) 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 eetif9es and warrants that, during the terrn 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 panviSion, the State may exercise any remedy available at law or in equity or under this contract, including, without fvnitation, immediate tennination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. 9. EMPLOYEE FINANCIAL INTERESTICONFLICT OF INTEREST. CRS §§24-18-20I and 24-50-507. The signatories avex that to their knowledge, no employee orf the State has any personal or belxeficial interest whatsoever in the service Or p operiv described in this contract. Local Agency has no into, 8t and shall not acquire any interest, direct or indirect, that would conflict in any manner' or degree with the perfbrmance of Local Agency's services and Local Agency shall not employ any persons having such known intet,ests. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. INOtAppkeable is intergovernmental agreements] Subject to CHS §24-30-202.4 (3.5), the State Control ler may withhold papuLat under the States vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child supixxt aiTearages; (b) unpaid balances of'tax, accrued interest, cw other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student L.Oiatt Division of the Department of lligher 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 a«ency determination or judicial action. 11. PUBLIC CONTRACTS FOR SERVICES, CRS §8-17.5-101. JNof Applicable to agreements relating to the offer, Issuance, or sale ofsecurities, investment advisory services or Rind management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Local Ag en cy certifies, warrants, and agrees that it does not knowinglyemploy or con tract 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 Perfomt work under ftis contract, through participation in the E -Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5 Xc), Local Agencyshall not knowingly employ or ccntract vdth an illegal alien to perform work under this ovntract or enter into a contract with a sub -contractor that fails to certify to Local Agency that the sub -contractor 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 -contractor and the contracting State agency within three days if Local Agency has actual knowledge that a sub -contractor is employing or contracting with an illegal alien for work under this contract, (c) sha11 terminate the subcontract if a sub -contractor does not stop employing or contracting with the Illegal alien within three days of recel ving 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 Departmentof Labor and Employment. if Local Ag en cy partici patesin the ❑eparlmentprogram, Local Agency shall deliver to the con tracling State agency, Institution of Fligher 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 ail of the other requirements of the Department program, if Local Agency fails to compiywith 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 shalt be liable for damages. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Local Agency, if a natural person eighteen (l8) years of age or older, hcrehy swears and aflnrets 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 cd seq-, and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date ofthis contract. Re,.twd 1-1-09 Page 9 of 10 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT LOCAL AGENCY: Eagle County Legal Name of Contracting Entity 20000124 CDOT Vendor Code Signature of Xuthorized Officer LOCAL AGENCY: (A Local Agency Attestation is required.) AR Attest (Seal) By: c / �, /*:- Town I City 1 Caunty Clerk0 kV STATE OF COLORADO: SILL RM�E,ER,tJR., GOVERNOR For the Executive Director Colorado Department of Transportation LEGAL REVIEW: Milli) Ila`1.IM11"I Ii of ATTORNEY GENERAL 11 4 s :y t (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. '."his contract is not valid until the State Controller, or such assistant as he may delegatc, 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 he obligated to pay for the goods and/or services provided. STATE CONTROLLER: DAVID J. MC DERMOTT, CPA Date:----------------- : 1 Page 10 of 10 SCOPE OF WORK Maintenance Responsibilities Eagle County to maintain: Exhibit A 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 plow per Maintenance Level of Service all un -irrigated landscaping (CDOT approved seed mix only, 3:1 slope or shallower). After final acceptance of the project, CDOT will be responsible for graffiti removal on all surfaces that can only be accessed from mainline 1-70 and/or the on- and off -ramps. Eagle County and CDOT will finalise 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 1-70 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 1-70 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. il�hgh ��*1l6y G ®l fY II LU GCE am o c, _ S a m ®l ffa EXHIBIT B Commissioner moved adoption of the following Resa ion: 130ARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO.2009--q RESOLUTION SUPPORTING THE AGREEMENT BETWEEN EAGLE COUNTY AND TI-lr COLORADO DEPARTMENT O TRANSPORTATION FOR. HIGHWAY MAINTENANCE ASSOCIATED WITH THE I -70G ; DWARDS INTERCHANGE UPGRADE PROJECT WHEREAS, the Eagle County and the Edwards Area. Metropolitan Districts have entered into an agreement to complete the final engineering design of proposed. road improvements along the Edwards Access Rd between the Beard Creek Rd I Berry Creek Rd intersection and the Miller Ranch Rd 1 Edwards Access Rd intersection (hereinafter the "Final Road Design"); and WHEREAS, the Colorado Department of Transportation ("CDOT") requires that Eagle County provide soave or all of certain maintenance services ("Maintenance") associated with the inzprovenlents proposed by the Final Road Design; and WHEREAS, these maintenance services support elements of the Final Road Design that are beneficial to the Edwards Community and the Edwards Community Authority ("ECA") has agreed to provide these maintenance services; and WHEREAS, the Constitution and laws oto the State of Colorado permit and encourage local governmental entities to cooperate with each other to make the most efficient and effective Use of their powers and responsibilities; and WHEREAS, the Parties enter into this agreement under the authority of local governments of the State of Colorado to contract with one another. C.R.S, § 29-1-2171, et. seq,, Article X.IV, Section 18 of the Colorado Constitution; and WHEREAS, CDOT requires either a county or a municipality ("Local Agency") to oversee maintenance services on one of its right of ways pursuant to C.R.S. § 43-2-104.5; and WHEREAS, the County is a Local !'Agency and. the ECA is not; and B NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the .Board of Eagle County Commissioners hereby authorizes the Cliairman of the Board to sips the grant agreement with CDOT, THAT, this resolution is to be in full force and effect Froin and after its passage and approval. MOVED, READ AND ADOPTED by the Board of Cou ty Commissioners of the County of Eagle, State of Colorado, at its regular meeting held this day of g�ooq. ATTEST: 1AG4 Clerk of the Board of Co L, 4+ i Commissioners Avc COUNTY OF EAGLE, STATE OF COLORADO By and Through its Board of Count Commissioners Commissioner - : z 7 seconded adoption of the foregoing resolution. having been called, the v - was as follows: Commissioner Sara J, Fisher � f Commissioner Peter F. Runyon Commissioner Jon Stavney This Resolution passed by vote of the Board of County Commissioners of the County of Eagle, State of Colorado. The roll 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 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 clue 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 LocalAclency'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 goods/services at the same rate(s) as specified in Paragraph original contract. of the Insert the following language for use with Option #Z : 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 Local A-gency'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 routin #) between the State of Colorado, Department of Transportation and (insert Local Agency_'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. F20W 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 #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 insert 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 andlor decreased by QLnsqrt 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 �' 10 u• 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.) The following language must be included on all option The amount of the Current Fiscal Year contract value is (increasedldecreased) by ($ amount of chane to a new contract value of ($ ) to satisfy services/goods ordered under the contract far the current fiscal year (indicate Fiscal Year). The first sentence in Paragraph/Section/Prov"tsion 'ts 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. M Date: Issuance date: July 1, 2008 State Controller ©avid J. McDermott, CPA Exhibit C — Page 2 of 2 DEPARTMENT OF TRANSI'C)ktTATION Contracts and Market Analysis Branch David A- Weds, Contracting O ficcf' 4201 Fasf Arkansas Avnw-. 4'" Fiour Denver, C olol-ado $4222 1 CiC(Sik[111C. (303) 7579480 January 19, 2010 E'Va Wilson, Pl., Eagle County Engineer Eagle County Building 500 Broadway, P(7 Box 850 Eagle, CO 81631 IGA Fully Executed Contract Arl ,NGIN77�w 11C ['DOT 1 Eagle County Edwards Interchange Maintenance Agreement IGA Contract Routing I4 HA3 05119 In # 331040298 Dear Eva, 0T" Df]'.SRTMI.L'f [N ]u_4h5f ]R'fAllO�l Enclosed please find one (1) fully executed copy of the above referenced IGA contract between the Colorado Department of T'ransportatioa and Eagle County For the Edwards Interchange Maintenance. Please call me at (303) 757-94$4 you have any questions or if I can be of further assistance, On behalf of CD04', thank you for your time and efforts in the final execution of this agreement. EBest,'Rega3rdi , t David Wells Contracting Officer