HomeMy WebLinkAboutC23-041 IGA_Edwards Metro District
INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY
AND EDWARDS METROPOLITAN DISTRICT
FOR
HILLCREST ROUNDABOUT MAINTENANCE
This Intergovernmental Agreement (the “Agreement”) is made on _________________ by and
between the Eagle County, Colorado, a body corporate and politic acting by and through its Board of
County Commissioners (the "County”) and the Edwards Metropolitan District (the “EMD”). The parties
to the Agreement may be referred to singularly as the “Party” or plurally as the “Parties.”
RECITALS:
WHEREAS, an intersection upgrade to a roundabout located at the intersection of Hillcrest Drive
and Highway 6 in Edwards, Colorado (hereinafter referred to as the “Hillcrest Project”) was completed by
the County; and
WHEREAS, the Colorado Department of Transportation (“CDOT”) and the County recognize the
importance and benefit of the County’s operation and maintenance of the Hillcrest Project features, and to
that end, CDOT and the County entered into that certain Contract dated November 21, 2022 (the “CDOT
Contract”) attached hereto as Exhibit I and incorporated herein by this reference, for the purpose of the
County acting as the Local Agency for maintenance of the Hillcrest Project; and
WHEREAS, the Hillcrest Project maintenance services are beneficial to the Edwards community
and EMD has therefore agreed to provide certain maintenance services as set forth on the Scope of Work
(the “Work”) attached hereto as Exhibit II and incorporated herein by this reference; 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, CDOT has consented to EMD acting as a subcontractor to perform the EMD
Maintenance as defined below and under the CDOT Contract; and
WHEREAS, the County and EMD enter into this Agreement under the authority of local
governments and special districts of the State of Colorado to contract with one another pursuant to C.R.S.
§ 29-1-201, et seq., C.R.S. § 32-1-1001, et seq., C.R.S. § 32-1-1004 et seq., and Article XIV, § 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 sufficiency of which is hereby acknowledged, the
EMD and the County agree as follows:
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1. Maintenance Responsibilities. EMD agrees that it will, at its sole expense, maintain, operate,
replace and make ample provision each year for the maintenance of those portions of the Work designated
as EMD’s responsibility in the Scope of Work attached hereto as Exhibit II and incorporated herein by
reference (the “EMD Maintenance”). The EMD Maintenance shall be performed in a satisfactory manner
and in accordance with all requirements, standards, and directions of CDOT and the Local Agency
Commitments contained in Exhibit I and all applicable federal and state statutes and ordinances and
regulations promulgated thereunder. By approving this Agreement, the County grants EMD access to
enter the County’s Right of Way (“ROW”) to perform said EMD Maintenance duties. In addition, by
consenting to EMD acting as a subcontractor to perform these obligations, CDOT has consented to EMD
entering CDOT’s ROW to perform said EMD Maintenance duties.
2. County’s Obligations.
A. County agrees that it will, at its sole cost and expense, maintain, operate, replace and make ample
provision each year for the maintenance of those portions of the Work designated as Eagle County’s
responsibility in the Scope of Work attached hereto as Exhibit II. Such maintenance shall be performed in
a satisfactory manner and in accordance with all requirements, standards and directions of CDOT and the
Local Agency Commitments contained in Exhibit I and all applicable federal and state statutes and
ordinances and regulations promulgated thereunder.
B. County shall have no further obligations under this Agreement, financial or otherwise, other than
to provide timely notice to EMD of all requests or direction provided by CDOT relating to maintenance
of the Hillcrest Project.
3. Indemnification. To the extent permitted by law, EMD assumes all liabilities associated with the
EMD Maintenance. Accordingly, to the extent allowed by Colorado law, EMD agrees to release,
indemnify, and hold harmless the 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 EMD in connection with the EMD Maintenance or this
Agreement. To the extent allowed by law, EMD shall further indemnify and hold harmless the 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 EMD in connection with the EMD 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 EMD.
4. Independent Contractor Status. The Parties to this Agreement intend that the relationship
between them is that of an independent contractor. EMD, and any agent, employee, or servant of EMD
shall not be deemed to be an employee, agent, or servant of the County. Other than requiring that EMD
comply with all requirements, standards and directions of CDOT and the Local Agency Commitments
contained in Exhibit I in completing the EMD Maintenance, Eagle County shall not attempt to oversee or
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supervise the work or actions of any EMD employee, contractor, subcontractor, consultant, servant, or
agent in the course of completing work under this Agreement.
5. Benefits. EMD and any agent, employee or servant of EMD is not entitled to any Workman’s
Compensation benefits through the County and is responsible for payment of any federal, state, FICA, or
other income taxes.
6. Non-Assignable. This agreement is not assignable by either Party.
7. Integrated Agreement. 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 Eagle County:
Ben Gerdes
Eagle County Engineer
500 Broadway
P.O. Box 850
Eagle, Colorado 81631
Notice to Edwards Metropolitan District:
Kenneth Marchetti
Edwards Metropolitan District
28 Second St. Suite 213
Edwards, CO 81632
10. Immunity. The County and EMD agree and understand 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. §§ 24-10-
101, et seq., as from time to time amended or otherwise available to either Party or any of their officers,
agents, or employees.
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11. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties
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. The
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. Authority. EMD warrants that it possesses the legal authority to enter into this Agreement 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 its undersigned signatory to execute this Agreement and
to bind them to its terms. The person executing this Agreement on behalf of EMD warrants that such
person has full authorization to execute this Agreement.
15. No Third-Party Beneficiaries. It is expressly understood and agreed that the enforcement of the
terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be
strictly reserved to the County, EMD, and potentially, CDOT. Nothing contained in this Agreement shall
give or allow any claim or right of action whatsoever by any other third person or entity, other than
CDOT. It is the express intention of the County and EMD that any such person or entity, other than
CDOT, receiving services or benefits under this Agreement 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 Agreement on the effective date
of such change as if fully set forth herein. Except as provided above, no modification of this Agreement
shall be effective unless agreed to in writing by both Parties in an amendment to this Agreement that is
properly executed and approved in accordance with applicable law.
18. No Personal Liability. 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. Appropriation 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 either Party. Nothing herein shall be
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construed as the creation in the County or EMD of a multiple-fiscal year direct or indirect district debt or
other financial obligation whatsoever.
20. Edwards Metropolitan District. The foregoing Agreement is approved by the Board of Directors
of Edwards Metropolitan District at its regular meeting held on the 19th day of January, 2023.
21. County Approval. The foregoing Agreement is approved by the Board of County Commissioners
of Eagle County, Colorado at its regular meeting held on the 7th day of February, 2023.
In Witness whereof, the Parties hereto have caused this agreement to be executed as of the day and year
first above written.
EDWARDS METROPOLITAN DISTRICT
By:______________________
Title:____________________
COUNTY OF EAGLE, STATE OF COLORADO, By
and Through Its BOARD OF COUNTY
COMMISSIONERS
By: ______________________________
Kathy Chandler-Henry, Chair
Attest:
By: _________________________________
Regina O’Brien, Clerk to the Board
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President Edwards Metro
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EXHIBIT I
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Maintenance and Operations
Description
EAGLE COUNTY GOVERNMENT
Region #3 (DM)
AGREEMENT
THIS AGREEMENT, executed this _____ day of __________________, 20__, by and
between the State of Colorado for the use and benefit of the COLORADO DEPARTMENT
OF TRANSPORTATION (the “State” or “CDOT”), and EAGLE COUNTY GOVERNMENT
“Local Agency”; CDOT and the Local Agency individually shall be referred to as a “Party”,
and together shall be referred to as the “Parties.”
RECITALS
The Parties desire to agree upon the division of responsibility for their respective
maintenance and operation obligations on the Project (the “Work”) and/or on the Facilities
(the “Work”) as shown in Exhibit A pursuant to §43-2-135, C.R.S.; and
The Local Agency is adequately staffed and suitably equipped to undertake and
satisfactorily carry out its operations and maintenance responsibilities under this
agreement; and
Required approval, clearance and coordination has been accomplished from and with
appropriate agencies; and
This agreement is executed by the State under authority of §§43-1-106, 43-1-110, 43-1-
201, et seq., 43-2-102, and 43-2-144, C.R.S., as amended; and
The Local Agency agrees by its execution hereof that it is duly authorized to enter into
this agreement. Authorization may be evidenced by an appropriate ordinance/resolution
or authority letter. A copy of any such ordinance/resolution or authority letter may be
attached as Exhibit B. The provision by the Local Agency to CDOT of such
ordinance/resolution or authority letter is at the Local Agency’s discretion; and
These recitals are hereby incorporated into the terms of this Agreement.
NOW, THEREFORE, it is hereby agreed that:
I.Scope of Work
The "Work" under this agreement shall consist of the maintenance and operations
of the Project and/or Facilities for US6 Hillcrest Roundabout in Eagle County,
Colorado, as set forth and depicted in Exhibit A.
II. CDOT Commitments
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A. The State will provide liaison with the Local Agency through:
Karen Berdoulay, Program Engineer
Region 3
PO Box 298
Eagle, CO
Phone: 970-328-9934
Email: Karen.berdoulay@state.co.us
B. Upon the execution of this agreement, CDOT shall accept maintenance
responsibility for the portions of the Work identified as CDOT’s area of
responsibility shown in Exhibit A.
C. By approving this agreement, CDOT grants the Local Agency access to enter
CDOT Right of Way(“ROW”) to perform inspection and maintenance duties.
Though a separate access permit will not be required, notification to CDOT of
a Local Agency approved and CDOT accepted Method of Handling Traffic
(MHT) shall be required for any work impacting traffic.
D. If Work includes Permanent Water Quality (“PWQ”), CDOT (and Federal
Highway Administration (“FHWA”) (if applicable) will make periodic inspections
of the Facilities to verify that they are being adequately maintained and will
report required and recommended maintenance items to the Local Agency.
E. If Work includes PWQ, CDOT agrees it will not remove or alter the Facilities in
such a way that reduces the documented treatment area as originally
constructed. Should CDOT modify the Facilities to add additional treatment
area, the changed treatment area shall be documented via a drainage report.
CDOT may perform major reconstruction or capital improvement of the
Facilities, if necessary, only after funding for the improvement has been
identified and obtained per CDOT Updated Procedural Directive 501.1,
Requirements for Storm Drainage Facilities and Municipal Separate Storm
Sewer System Facilities (MS4), effective April 22, 2016. Prior to commencing
any reconstruction activities, CDOT shall coordinate with the Local Agency to
minimize impacts to landscaping enhancements that were installed by the
Local Agency. CDOT will not be responsible for replacing any enhanced
landscaping or irrigation installed by the Local Agency.
III. Local Agency Commitments
A. The Local Agency will provide liaison with the State through:
Rickie Davies, Senior Staff Engineer
Eagle County
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PO Box 850, 500 Broadway
Eagle, CO
Phone: 970.328.3567
Email: richard.davies@eaglecounty.us
B. Upon the execution of this agreement, the Local Agency shall accept
maintenance responsibility for the portions of the Work identified as the Local
Agency’s area of responsibility for the Work shown in Exhibit A.
C. The Local Agency shall, at its own cost and expense, maintain, operate,
replace, and make ample provision each year for the maintenance of those
portions of the Work identified as the Local Agency’s area of responsibility, as
shown in Exhibit A. Such maintenance and operations shall be in accordance
with all applicable federal and state statutes and ordinances, and regulations
promulgated thereunder, which define the Local Agency’s obligations to
maintain such improvements.
D. Additionally, PWQ related work requires that the Local Agency shall perform
the maintenance services in accordance with the most stringent MS4 (“MS4”
means a conveyance or system of conveyances including roads with drainage
systems, municipal streets, catch basins, curbs, gutters, ditches, man-made
channels, or storm drains) Permit requirements, whether the Local Agency or
CDOT’s. The Local Agency shall, by Dec 31 of each year, inspect the Project,
complete its inspection report and any maintenance records, and provide
completed copies of that inspection report and any such maintenance records
to CDOT Region
E. Maintenance services to be performed by the Local Agency at its sole expense
under this agreement shall include the services shown in Exhibit A.
F. The Local Agency grants CDOT access to enter Local Agency ROW to perform
CDOT’s maintenance duties.
G. The Local Agency shall perform the maintenance services in a satisfactory
manner to State and FHWA (if applicable). Local Agency shall conduct such
maintenance and operations in accordance with all applicable statutes,
ordinances, and regulations pertaining to maintaining such improvements
including §43-2-135, C.R.S. The State and FHWA may make periodic
inspections to verify that such improvements are being adequately maintained.
If the Local Agency fails to perform the required maintenance and CDOT
performs the maintenance, CDOT will charge the Local Agency for the actual
and documented costs for such maintenance, and repair work including labor,
equipment, supplies and materials for its performance of the work. If CDOT
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repairs any deficiencies, it is under no obligation to maintain or repair in the
future.
H. If Work includes PWQ, upon inspection of the Facilities, CDOT may issue a
written notice to cure deficiencies if the Local Agency fails to inspect, report, or
properly maintain the Facilities identified in Exhibit A. In the event the
deficiencies are not remedied within three (3) months after written notice from
CDOT to the Local Agency, CDOT may take whatever steps CDOT deems
necessary to maintain the Facilities. The Local Agency shall reimburse CDOT
its actual and documented costs for such maintenance and repair work
including labor, equipment, supplies and materials. If CDOT repairs any
deficiencies, it is under no obligation to maintain or repair in the future.
I. If Work includes PWQ, CDOT will require inspection and maintenance
documentation from the Local Agency every year of the useful life and
operation of the Facilities. The inspections shall be performed by a person
experienced in the inspection of Facilities. Inspections must ensure proper
Facilities function and compliance with the most stringent MS4 permit
requirements. Inspection and maintenance reports shall be submitted in writing
by the Local Agency to the CDOT Permanent Water Quality Manager by
December 31st of each year for the Facilities that receive flows from CDOT right
of way. Any inspection form may be used if it is acceptable by agreement of the
Parties and meets CDOT’s MS4 permit requirements. The Local Agency
agrees to report maintenance activities to CDOT along with the inspection
reports
J.Maintenance shall include, but is not limited to, maintaining the Project as
constructed including any minor and/or major structural repairs of the Project
necessary to meet the requirements of this Agreement. Specific responsibilities
and obligations of the parties are further outlined in Exhibit A.
K. If Work includes PWQ, maintenance shall include upkeep of the Facilities,
cleaning, routine landscaping, removal of pollutants (including but not limited
to sediment, debris, oil and other chemicals, trash, or other solid waste), and
minor and major structural repairs of the Facilities as necessary to meet the
requirements of this Agreement.
L. The Local Agency shall make, keep, maintain, and allow inspection and
monitoring by the State, of a complete file of all records, documents,
communications, notes and other written materials, electronic media files, and
communications pertaining in any manner to the Work. The Local Agency shall
maintain such records permanently, in either paper or electronic form. The
Local Agency shall under no circumstances destroy any such records. Upon
the expiration or termination of this Agreement, the Local Agency shall return
any records provided by the State to the Local Agency as directed by the State.
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If the Local Agency is prevented by law or regulation from returning any such
records provided by the State, the Local Agency warrants it will guarantee the
confidentiality of such records.
M. If Work includes PWQ, the Local Agency agrees it will not remove or alter the
Facilities in any way that reduces the documented treatment area as originally
constructed. Should the Local Agency modify the Facilities to add additional
treatment areas, the changed treatment area shall be documented via a
drainage report and as-built plans provided by the Local Agency to CDOT
within the calendar year any such modification is completed by the Local
Agency. With prior application to CDOT, and prior grant of consent by CDOT,
the Local Agency may be permitted to expand or increase the capacity of the
Facilities, and to landscape the area as determined by the Local Agency.
N. Any fines levied against CDOT because of the Local Agency’s failure to comply
with the terms of this Agreement shall be the sole and absolute responsibility
of the Local Agency or its successors.
IV. Joint Commitments
A. If safety concerns are identified relating to the Construction Project and/or
Facilities, CDOT will partner with the Local Agency and any other affected local
jurisdictions to identify the appropriate response to maintain safe and functional
Construction Project and/or Facilities.
B. In the event the Construction Project and/or Facilities fail due to surpassing
their useful life cycle, the Parties will be responsible for improvements that are
not covered by maintenance responsibilities of the Local Agency pursuant to
Exhibit A. Only after funding for the improvement has been identified and
obtained may the Parties perform major capital improvement of the Project
and/or the Facilities. If work is performed without an Agreement or funding
secured it is done at that parties’ own expense.
C. Any fines levied against CDOT, or the Local Agency shall be the responsibility
of the Party whose action or inaction is the cause of the fine, regardless of
which Party the fine is levied against.
V. General Provisions
A. This 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 agreement
on the effective date of such change as if fully set forth herein. Except as provided
above, no modification of this agreement shall be effective unless agreed to in
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writing by both Parties in an amendment to this agreement that is properly
executed and approved in accordance with applicable law.
B. To the extent that this agreement may be executed and performance of the
obligations of the Parties may be accomplished within the intent of the agreement,
the terms of this 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. The
waiver of any breach of a term hereof shall not be construed as a waiver of any
other term, or the same term upon subsequent breach.
C. This 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 effect whatsoever, unless embodied
herein by writing. No subsequent novation, renewal, addition, deletion, or other
amendment hereto shall have any force or effect unless embodied in a written
agreement executed and approved pursuant to the State Fiscal Rules.
D. Except as herein otherwise provided, this agreement shall inure to the benefit of
and be binding upon the Parties hereto and their respective successors and
assigns.
E. The term of this agreement shall begin the date first above written and shall
extend for the useful life of the improvements, unless earlier modified or
terminated by written agreement of the Parties hereto.
F. It is expressly understood and agreed that the enforcement of the terms and
conditions of this agreement, and all rights of action relating to such enforcement,
shall be strictly reserved to the Parties hereto, and nothing contained in this
agreement shall give or allow any such claim or right of action by any other or
third person on such agreement. It is the express intention of the Parties that any
person or entity other than the Parties receiving services or benefits under this
agreement be deemed to be an incidental beneficiary only.
G. Local Government Budget Law. The Parties understand and acknowledge that
the CDOT and the Local Agency are subject to the Local Government Budget Law
of Colorado. Any contract or agreement, whether verbal or written, purporting to
bind CDOT or the Local Agency to a fiscal obligation in violation of such law is
void and of no effect, by operation of law.
H. Governmental Immunity. The Local Agency, its officers, agents, and employees,
are relying on, and do not waive or intend to waive by any provision of this
Agreement, the monetary limitations or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, §24-10-101, et
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seq., C.R.S. as amended, or otherwise available to the County and its officers and
employees.
I. The Local Agency, its successors and assigns shall hold harmless CDOT, its
agents and employees from all damages, accidents, casualties, occurrences or
claims which might be asserted against CDOT arising out of or resulting from the
construction, presence, existence, maintenance, or use of the Project and/or
Facilities by the Local Agency.
J. Digital Signatures. If any signatory signs this agreement using a digital signature
in accordance with the Colorado State Controller Contract, Grant and Purchase
Order Policies regarding the use of digital signatures issued under the State
Fiscal Rules, then any agreement or consent to use digital signatures within the
electronic system through which that signatory signed shall be incorporated into
this Contract by reference.
VI. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts (agreements). Contractor Refers to
Local Agency.
A. Statutory Approval §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State
Controller or designee. If this Contract is for a Major Information Technology
Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until
it has been approved by the State’s Chief Information Officer or designee.
B. Fund Availability §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are
contingent upon funds for that purpose being appropriated, budgeted, and
otherwise made available.
C. Governmental Immunity
Liability for claims for injuries to persons or property arising from the negligence of
the State, its departments, boards, commissions committees, bureaus, offices,
employees and officials shall be controlled and limited by the provisions of the
Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal
Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s
risk management statutes, §§24-30-1501, et seq. C.R.S. 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, contained
in these statutes.
D. Independent Contractor
Contractor shall perform its duties hereunder as an independent contractor and
not as an employee. Neither Contractor nor any agent or employee of Contractor
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shall be deemed to be an agent or employee of the State. Contractor shall not
have authorization, express or implied, to bind the State to any agreement, liability
or understanding, except as expressly set forth herein. Contractor and its
employees and agents are not entitled to unemployment insurance or
workers compensation benefits through the State and the State shall not pay
for or otherwise provide such coverage for Contractor or any of its agents
or employees. Contractor shall pay when due all applicable employment
taxes and income taxes and local head taxes incurred pursuant to this
Contract. Contractor shall (i) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts
required by law, (ii) provide proof thereof when requested by the State, and
(iii) be solely responsible for its acts and those of its employees and agents.
E. Compliance with Law
Contractor shall 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.
F. Choice of Law, Jurisdiction, and Venue
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. All suits or actions related to this Contract
shall be filed and proceedings held in the State of Colorado and exclusive venue
shall be in the City and County of Denver.
G. Prohibited Terms
Any term included in this Contract that requires the State to indemnify or hold
Contractor harmless; requires the State to agree to binding arbitration; limits
Contractor’s liability for damages resulting from death, bodily injury, or damage to
tangible property; or that conflicts with this provision in any way shall be void ab
initio. Nothing in this Contract shall be construed as a waiver of any provision of
§24-106-109 C.R.S. Any term included in this Contract that limits Contractor’s
liability that is not void under this section shall apply only in excess of any insurance
to be maintained under this Contract, and no insurance policy shall be interpreted
as being subject to any limitations of liability of this Contract.
H. Software Piracy Prohibition
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. Contractor hereby certifies and
warrants that, during the term of this Contract and any extensions, Contractor has
and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Contractor 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
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
Routing #: 23-HA3-XC-00125
OLA #: 331002851
Page 99 of 110
Contract and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
I. Employee Financial Interest/Conflict of Interest §§24-18-201 and 24-50-507,
C.R.S.
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. Contractor has no interest and shall not acquire any interest, direct
or indirect, that would conflict in any manner or degree with the performance of
Contractor’s services and Contractor shall not employ any person having such
known interests.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
Routing #: 23-HA3-XC-00125
OLA #: 331002851
Page 110 of 110
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
* Persons signing for the Local Agency hereby swear and affirm that they are authorized
to act on the Local Agency’s behalf and acknowledge that the State is relying on their
representations to that effect.
THE LOCAL AGENCY
($*/(&2817<*29(510(17
Name:
Title: _____________________________
________________________________________
*Signature
Date: __________________________
STATE OF COLORADO
Jared S. Polis, GOVERNOR
Colorado Department of Transportation
Shoshana M. Lew, Executive Director
_________________________________________
Stephen Harelson, P.E., Chief Engineer
Date: __________________________
Additional Local Agency Signatures
(if needed)
Name:____________________________
Title: _____________________________
________________________________________
*Signature
Date: __________________________
Name: ___________________________________
Title: _____________________________
_________________________________
*Signature
Date: __________________________
LEGAL REVIEW
Phil Weiser, Attorney General
_________________________________________
Signature - Assistant Attorney General
Date: _______________________
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
714 Grand Avenue, PO Box 298, Eagle, CO 81631 P 970.328.9990 F 970.328.2368 www.coloradodot.Info
EXHIBIT A – SCOPE
Exhibit A – Scope of Work
CDOT Region 3
US6 Hillcrest Roundabout
Spring 2023
Maintenance Responsibilities:
Item Eagle County CDOT
Water Quality Vault (DVWRI
+LOOFUHVW'ULYHDQG6RXWKRI
(DJOH5LYHU– Including
Periodic clean out
X
I/andscaping installed by
the project
X
Decorative features including
Features Walls and Town
Signs
X
Sweeping of Pavement along
Spur Road
X
Snow Removal Accesses, Sidewalks and multi-
use path
Roadway and
roundabout
Recreation Path X
Electrical and Lighting /ighted bollards and overhead
lights NOT for roadway lighting
including outlets, feature wall
lighting and RRFB electrical.
Overhead lights
for roadway
lighting
Retaining Walls and Roadway
Structures
Decorative aspects to retaining
walls and structures. Including
graffiti removal
Structural aspects
to retaining walls
and roadway
structures
Pedestrian Railing X
Storm Sewer System and Drainage
ditches along US6 in CDOT ROW
(Excluding Sediment Vault)
X
Exhibit A - Page 1 of 2
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
714 Grand Avenue, PO Box 298, Eagle, CO 81631 P 970.328.9990 F 970.328.2368 www.coloradodot.Info
Hardscape including
Pavement, Curb & Gutter,
Splitter Islands, median cover
material, and Truck Aprons
X
Minor Pavement Maintenance
– Pothole repair, crack
sealing, etc.
X
Guardrail X
Any damage to the roadway
that results from failure of
aspects maintained by the
County
Repaired at the expense of the
County
Signing and Striping RRFB maintenance including
electric system
X (Excluding
RRFB’s)
*The County shall apply for a landscape and/or special use permit prior to any
additional improvements on the project.
Upon the closure of the project, the above responsibilities take effect.
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 - Page 2 of 2
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
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Exhibit B - Page 1 of 2
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
Exhibit B - Page 2 of 2
EXHIBIT IDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
7
EXHIBIT II
DocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
EXHIBIT IIDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
EXHIBIT IIDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
n o a n n n o a o n n
USG
EDWARDS METRO DISTRICT RESPONSIBILITY
EAGLE COUNTY RESPONSIBILIT Y
HORIZ SCALE: 1''=40' ----o·20·40'
EXHIBIT IIDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
EDWARDS METRO DISTRICT RESPONSIBILI TY
EAGLE COUNTY RESPONS IBILI TY
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HORIZ SCALE: 1 "=40' ----
O' 20' 40'
EXHIBIT IIDocuSign Envelope ID: 7C971C5E-855F-4450-8754-02BA529BF100
