HomeMy WebLinkAbout20184168.tiffRESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR PROJECT 22470 AND
AUTHORIZE CHAIR TO SIGN - COLORADO DEPARTMENT OF TRANSPORTATION
(CDOT)
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Intergovernmental Agreement for
Project 22470 between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Public Works, and the
Colorado Department of Transportation (CDOT), commencing January 1, 2019, and ending
January 1, 2029, with further terms and conditions being as stated in said intergovernmental
agreement, and
WHEREAS, after review, the Board deems it advisable to approve said intergovernmental
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Intergovernmental Agreement for Project 22470 between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Department of Public Works, and the Colorado Department of Transportation,
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said intergovernmental agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 26th day of December, A.D., 2018.
ATTEST: A) ,�;4i
Weld County Clerk to the Board
ounty Attorney
Date of signature: ( /23/19
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Ste Moreno, Chair
rbara Kirkmeyer, Pro-Tem
EXCUSED
Sean P. Conway
4wf
Mike Freeman
GC. .21141►9 �,
2018-4168
EG0075
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MEMORANDUM
TO: Clerk to the Board
DATE: December 21, 2018
FROM: Elizabeth Relford, Deputy Director
Public Works Department
SUBJECT: Intergovernmental Agreement with CDOT —
Project #22470
This contract is an Intergovernmental Agreement (IGA) with the Colorado Department of
Transportation (CDOT) and Weld County to allow CDOT to pay Weld County a lump sum
payment of six million dollars for improvements to various county roads. The types of
improvements are still being worked out, so the cost estimates may adjust. Any modifications
to this agreement would require an amendment, which would be brought back to the
Commissioners for approval.
Public Works recommends the Board authorize the Chair's signature on the contract. I am
available to answer any questions you may have.
12/2G,/18
02o/1-#162
E G,QD15
STATE OF COLORADO
DEPARTMENT OF TRANSPORTATION
Engineering Contract
2829 W. Howard Place, 3rd Floor
Denver, Colorado 80202
(303) 757-9747
February 19, 2019
Elizabeth Relford
Weld County Public Works
PO Box 758
Greeley, CO 80632-0758
Re: Original Contract No.: 19-HA4-XC-00039
Contract Routing No.: same
CDOT #: 331001752
Sub Account No.: 22470
Dear Ms. Relford:
Enclosed for your records on this project please find an original, fully executed and effective copy
of the contract referenced above.
Should you have any questions or require additional assistance regarding this contract document,
please do not hesitate to contact Dale Zachary at (303) 757-9131 or dale.zacharvstate.co.us.
Should you have any questions regarding the Scope of Work or Notice to Proceed, if applicable,
please contact the contract Project Manager. Thank you.
Sincerely,
("Z‘doe.,:f
Tracie Benton
on behalf of Dale Zachary,
Contract Administrator
Enclosure
STATE OF COLORADO INTERGOVERNMENTAL
AGREEMENT
SIGNATURE AND COVER P
State Agency
Colorado Department of Transportation
Agreement SAP and Routing Number
331001752 & 18-HA4-XC-00039
LOCAL AGENCY
WELD COUNTY GOVERNMENT
Agreement Effective Date
The later of the Effective Date or January 1, 2019.
Agreement Maximum Amount
$6,000,000.00
Region # Contract Writer
04 DZ
Agreement Expiration Date
01/01/2029, or ten years after the Effective Date, whichever
occurs sooner.
Project Number (and Subaccount Number)
C 0853-111(22470)
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract
and to bind the Party authorizing his or her signature.
LOCAL AGENCY
WELD COUNTY GOVERNMENT
Signature
Steve Moreno, Chair, Board of
Weld County Commissioners
By: (Print Name and Title)
Date: DEC 2 6 2018
Date: It 1/
STATE OF COLORADO
John W. Hickenlooper, Governor
Colorado Department of Transportation
iCflge1 P. Lewis, Executive Director
y: Joshua Laipply, PE, Chief Engineer
2nd State or Local Agency Signature (if needed)
Signature
Date:
By: (Print Name & Title)
By:
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
Assis t Attom
Date:
General
lo.3
In accordance with §24-30-202 C.R.S., this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: j sj
Colorado Department of Transp atto/
Effective Date:
Page 1 of 24
Contract Routing Number 18-HA4-XC-00039
oz;/i6.//`od'�3�
TABLE OF CONTENTS
SIGNATURE AND COVER PAGE 1
I. PARTIES 2
2. TERM AND EFFECTIVE DATE 2
3. AUTHORITY 4
4. PURPOSE - 4
5. DEFINITIONS 4
6. STATEMENT OF WORK 5
7. PAYMENTS LOCAL AGENCY 6
8. REPORTING - NOTIFICATION 8
9. LOCAL AGENCY RECORDS 9
10. CONFIDENTIAL INFORMATION -STATE RECORDS 10
11. CONFLICTS OF INTEREST 11
12. INSURANCE I I
13. BREACH 14
14. REMEDIES 14
15. DISPUTE RESOLUTION 16
16. NOTICES AND REPRESENTATIVES 17
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 17
18. GOVERNMENTAL IMMUNITY 18
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 18
20. GENERAL PROVISIONS 19
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) 22
22. DISPUTES23
EXHIBIT A
EXHIBIT B -
EXHIBIT C -
EXHIBIT D -
- SCOPE OF WORK
SAMPLE OPTION LETTER
FUNDING PROVISIONS
LOCAL AGENCY AND CONTRACTOR ASSURANCE
1. PARTIES
This Contract is entered into by and between Local Agency named on the Signature and
Cover Page for this Contract (the "Local Agency"), and the STATE OF COLORADO acting
by and through the State agency named on the Signature and Cover Page for this Contract
(the "State" or "CDOT"). Local Agency and the State agree to the terms and conditions in
this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall
not be bound by any provision of this Contract before the Effective Date, and shall have
Contract Routing Number. 18-HA4-XC-00039
Page 2 of 24 Version 0716
no obligation to pay Local Agency for any Work performed or expense incurred before
the Effective Date or after the expiration or sooner termination of this Contract
B Initial Term
The Parties' respective performances under this Contract shall commence on the
Contract Performance Beginning Date shown on the Signature and Cover Page for this
Contract and shall terminate on the Initial Contract Expiration Date shown on the
Signature and Cover Page for this Contract (the "Initial Term") and shall terminate on
the date of notice of CDOT final acceptance ("Agreement Expiration Date") shown on
the Signature and Cover Page for this Contract, unless sooner terminated or further
extended in accordance with the terms of this Contract
C End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in
place, the State, at its discretion, upon written notice to Local Agency as provided in
§16, may unilaterally extend such Initial Term or Extension Term for a period not to
exceed 2 months (an "End of Term Extension"), regardless of whether additional
Extension Terms are available or not The provisions of this Contract in effect when
such notice is given shall remain in effect during the End of Term Extension The End
of Term Extension shall automatically terminate upon execution of a replacement
contract or modification extending the total term of the Contract
D Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of
Colorado as determined by its Governor, General Assembly, or Courts If this Contract
ceases to further the public interest of the State, the State, in its discretion, may
terminate this Contract in whole or in part This subsection shall not apply to a
termination of this Contract by the State for breach by Local Agency, which shall be
governed by §14.A.i.
t Method and Content
The State shall notify Local Agency of such termination in accordance with §16.
The notice shall specify the effective date of the termination and whether it affects
all or a portion of this Contract
u Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Local
Agency shall be subject to §14.A.i.a
iii Payments
If the State terminates this Contract in the public interest, the State shall pay Local
Agency an amount equal to the percentage of the total reimbursement payable
under this Contract that corresponds to the percentage of Work satisfactorily
completed and accepted, as determined by the State, less payments previously
made Additionally, if this Contract is less than 60% completed, as determined
by the State, the State may reimburse Local Agency for a portion of actual out-
of-pocket expenses, not otherwise reimbursed under this Contract, incurred by
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Local Agency which are directly attributable to the uncompleted portion of Local
Agency's obligations, provided that the sum of any and all reimbursement shall
not exceed the maximum amount payable to Local Agency hereunder
3. AUTHORITY
Authority to enter into this Contract exists in §§ 29-1-203, 43-1-110, 43-1-116, 43-2-
101(4)(c), and 43-2-104 5, C R S
4. PURPOSE
Project C 0853-111 (22470) involves transfer of state -only money to fund local access
improvements associated with county road closures along US85 in Weld County, Colorado
5. DEFINITIONS
The following terms shall be construed and interpreted as follows
A "Business Day" means any day in which the State is open and conducting business,
but shall not include Saturday, Sunday or any day on which the State observes one of
the holidays listed in §24-11-101(1) C R S
B "Contract" means this agreement, including all attached Exhibits, all documents
Incorporated by reference, all referenced statutes, rules and cited authorities, and any
future modifications thereto
C "Contract Funds" means the funds that have been appropriated, designated,
encumbered, or otherwise made available for payment by the State under this Contract
D "CORA" means the Colorado Open Records Act, §§24-72-200 1 et seq , C R S
E "End of Term Extension" means the time period defined in §2.C
F "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature and Cover Page for
this Contract
G "Exhibits" means the following exhibits attached to this Contract
i Exhibit A, Statement of Work
II Exhibit B, Sample Option Letter
III Exhibit C, Funding Provisions
iv Exhibit D, Local Agency and Contractor Assurance
H "Extension Term" means the time period defined in §2.C
I "Goods" means any movable material acquired, produced, or delivered by Local
Agency as set forth in this Contract and shall include any movable material acquired,
produced, or delivered by Local Agency in connection with the Services
J "Incident" means any accidental or deliberate event that results in or constitutes an
imminent threat of the unauthorized access or disclosure of State Confidential
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Information or of the unauthorized modification, disruption, or destruction of any State
Records
K "Initial Term" means the time period defined in §2.B
L "Party" means the State or Local Agency, and "Parties" means both the State and Local
Agency
M "Services" means the services to be performed by Local Agency as set forth in this
Contract, and shall include any services to be rendered by Local Agency in connection
with the Goods
N "State Confidential Information" means any and all State Records not subject to
disclosure under CORA State Confidential Information shall include, but is not limited
to, PII, and State personnel records not subject to disclosure under CORA
O "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State
Controller pursuant to §24-30-202(13)(a)
P "State Fiscal Year" means a 12 -month period beginning on July 1 of each calendar
year and ending on June 30 of the following calendar year If a single calendar year
follows the term, then it means the State Fiscal Year ending in that calendar year
Q "State Purchasing Director" means the position described in the Colorado
Procurement Code and its implementing regulations
R "State Records" means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under
CORA
S "Subcontractor" means third -parties, if any, engaged by Local Agency to aid in
performance of the Work
T "Work" means the delivery of the Goods and performance of the Services described
in this Contract
U "Work Product" means the tangible and intangible results of the Work, whether
finished or unfinished, including drafts Work Product includes, but is not limited to,
documents, text, software (including source code), research, reports, proposals,
specifications, plans, notes, studies, data, images, photographs, negatives, pictures,
drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and
any other results of the Work "Work Product" does not include any material that was
developed prior to the Effective Date that is used, without modification, in the
performance of the Work
Any other term used in this Contract that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit
6. STATEMENT OF WORK
Local Agency shall complete the Work as described in this Contract and in accordance with
the provisions of Exhibit A The State shall have no liability to compensate Local Agency
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for the delivery of any Goods or the performance of any Services that are not specifically set
forth in this Contract
7. PAYMENTS TO LOCAL AGENCY
A Maximum Amount
Payments to Local Agency are limited to the unpaid, obligated balance of the Contract
Funds set forth in Exhibit C The State shall not pay Local Agency any amount under
this Contract that exceeds the Contract Maximum set forth in Exhibit C
B Option Letter Modification
An option letter may be used to add a phase without increasing total budgeted funds, -
increase or decrease the encumbrance amount as shown on Exhibit C, and/or transfer
funds from one phase to another Option letter modification is 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
i Option to add a phase and/or increase or decrease the total encumbrance amount
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 C and
at the same terms and conditions stated in the original Agreement, with the total
budgeted funds remaining the same The State may simultaneously increase and/or
decrease the total encumbrance amount by updating Exhibit C
it Option to transfer funds from one phase to another phase
The State may require or permit the Local Agency to transfer funds from one phase
(Design, Construction, Environmental, Utilities, ROW Incidentals or
Miscellaneous) to another as a result of changes to state, federal, and local match
Exhibit C, will be updated
iii Option to do both Options A and B
The State may require the Local Agency to add a phase as detailed in Exhibit C,
and encumber and transfer funds from one phase to another Exhibit C, will be
updated
C Payment Procedures
i Invoices and Payment
a The State shall pay Local Agency in the amounts and in accordance with
the schedule and other conditions set forth in Exhibits A and C
b Local Agency shall initiate payment requests by invoice to the State, in a
form and manner approved by the State
c The State shall pay each invoice within 45 days following the State's receipt
of that invoice, so long as the amount invoiced correctly represents Work
completed by Local Agency and previously accepted by the State during the
term that the invoice covers If the State determines that the amount of any
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invoice is not correct, then Local Agency shall make all changes necessary
to correct that invoice
u
iii
iv
d The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under the Contract
Interest
Amounts not paid by the State within 45 days after the State's acceptance of the
invoice shall bear interest on the unpaid balance beginning on the 46th day at the
rate of 1% per month, as required by §24-30-202(24)(a), C R S , until paid in full,
provided, however, that interest shall not accrue on unpaid amounts that the State
disputes in writing Local Agency shall invoice the State separately for accrued
interest on delinquent amounts, and the Invoice shall reference the delinquent
payment, the number of days' interest to be paid and the interest rate
Payment Disputes
If Local Agency disputes any calculation, determination or amount of any
payment, Local Agency shall notify the State in writing of its dispute within 30
days following the earlier to occur of Local Agency's receipt of the payment or
notification of the determination or calculation of the payment by the State The
State will review the information presented by Local Agency and may make
changes to its determination based on this review The calculation, determination
or payment amount that results from the State's review shall not be subject to
additional dispute under this subsection No payment subject to a dispute under
this subsection shall be due until after the State has concluded its review, and the
State shall not pay any interest on any amount during the period it is subject to
dispute under this subsection
Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year Payment to Local Agency beyond the current State
Fiscal Year is contingent on the appropriation and continuing availability of
Contract Funds in any subsequent year (as provided in the Colorado Special
Provisions) If federal funds or funds from any other non -State funds constitute
all or some of the Contract Funds the State's obligation to pay Local Agency shall
be contingent upon such non -State funding continuing to be made available for
payment Payments to be made pursuant to this Contract shall be made only from
Contract Funds, and the State's liability for such payments shall be limited to the
amount remaining of such Contract Funds If State, federal or other funds are not
appropriated, or otherwise become unavailable to fund this Contract, the State
may, upon written notice, terminate this Contract, in whole or in part, without
incurring further liability The State shall, however, remain obligated to pay for
Services and Goods that are delivered and accepted prior to the effective date of
Contract Routing Number 18-HA4-XC-00039 Page 7 of 24
Version 0716
notice of termination, and this termination shall otherwise be treated as if this
Contract were terminated in the public interest as described in §2.O
v Erroneous Payments
The State may recover, at the State's discretion, payments made to Local Agency
in error for any reason, including, but not limited to, overpayments or improper
payments, and unexpended or excess funds received by Local Agency The State
may recover such payments by deduction from subsequent payments under this
Contract, deduction from any payment due under any other contracts, grants or
agreements between the State and Local Agency, or by any other appropriate
method for collecting debts owed to the State
vi Matching Funds
Local Agency shall provide matching funds as provided in Exhibit C Local
Agency shall have raised the full amount of matching funds prior to the Effective
Date and shall report to the State regarding the status of such funds upon request
Local Agency's obligation to pay all or any part of any matching funds, whether
direct or contingent, only extend to funds duly and lawfully appropriated for the
purposes of this Agreement by the authorized representatives of Local Agency
and paid into Local Agency's treasury Local Agency represents to the State that
the amount designated "Local Agency Matching Funds" in Exhibit C has been
legally appropriated for the purpose of this Agreement by its authorized
representatives and paid into its treasury Local Agency may evidence such
obligation by an appropriate ordinance/resolution or other authority letter
expressly authorizing Local Agency to enter into this Agreement and to expend
its match share of the Work Local Agency does not by this Contract irrevocably
pledge present cash reserves for payments in future fiscal years, and this Contract
is not intended to create a multiple -fiscal year debt of Local Agency 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 Local Agency's laws or policies
8. REPORTING - NOTIFICATION
A Quarterly Reports
In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any
contract having a term longer than 3 months, Local Agency shall submit, on a quarterly
basis, a written report specifying progress made for each specified performance
measure and standard in this Contract Such progress report shall be in accordance with
the procedures developed and prescribed by the State Progress reports shall be
submitted to the State not later than five (5) Business Days following the end of each
calendar quarter or at such time as otherwise specified by the State
B Litigation Reporting
If Local Agency is served with a pleading or other document in connection with an
action before a court or other administrative decision making body, and such pleading
or document relates to this Contract or may affect Local Agency's ability to perform
its obligations under this Contract, Local Agency shall, within ten (10) days after being
Contract Routing Number 18-1-1A4-XC-00039
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served, notify the State of such action and deliver copies of such pleading or document
to the State's principal representative identified in §16
C Performance Outside the State of Colorado or the United States, §24-102-206, C R S
To the extent not previously disclosed in accordance with §24-102-206, C R S , Local
Agency shall provide written notice to the State, in accordance with §16, within twenty
(20) days following the earlier to occur of Local Agency's decision to perform Services
outside of the State of Colorado or the United States, or its execution of an agreement
with a Subcontractor to perform Services outside the State of Colorado or the United
States Such notice shall specify the type of Services to be performed outside the State
of Colorado or the United States and the reason why it is necessary or advantageous to
perform such Services at such location or locations, and such notice shall be a public
record Knowing failure by Local Agency to provide notice to the State under this §8.C
shall constitute a breach of this Contract This §8.C shall not apply if the Contract
Funds include any federal funds
9. LOCAL AGENCY RECORDS
A Maintenance
Local Agency shall maintain a file of all documents, records, communications, notes
and other materials relating to the Work (the "Local Agency Records") Local Agency
Records shall include all documents, records, communications, notes and other
materials maintained by Local Agency that relate to any Work performed by
Subcontractors, and Local Agency shall maintain all records related to the Work
performed by Subcontractors required to ensure proper performance of that Work
Local Agency shall maintain Local Agency Records until the last to occur of (e) the
date 3 years after the date this Contract expires or is terminated, (ii) final payment under
this Contract is made, (iii) the resolution of any pending Contract matters, or (iv) if an
audit is occurring, or Local Agency has received' notice that an audit is pending, the
date such audit is completed and its findings have been resolved (the "Record Retention
Period")
B Inspection
Local Agency shall permit the State to audit, inspect, examine, excerpt, copy and
transcribe Local Agency Records during the Record Retention Period Local Agency
shall make Local Agency Records available during normal business hours at Local
Agency's office or place of business, or at other mutually agreed upon times or
locations, upon no fewer than two (2) Business Days' notice from the State, unless the
State determines that a shorter period of notice, or no notice, is necessary to protect the
interests of the State
C Monitoring
The State, in its discretion, may monitor Local Agency's performance of its obligations
under this Contract using procedures as determined by the State The State shall
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monitor Local Agency's performance in a manner that does not unduly interfere with
Local Agency's performance of the Work
D Final Audit Report
Local Agency shall promptly submit to the State a copy of any final audit report of an
audit performed on Local Agency's records that relates to or affects this Contract or
the Work, whether the audit is conducted by Local Agency or a third party
10. CONFIDENTIAL INFORMATION -STATE RECORDS
A Confidentiality
Local Agency shall hold and maintain, and cause all Subcontractors to hold and
maintain, any and all State Records that the State provides or makes available to Local
Agency for the sole and exclusive benefit of the State, unless those State Records are
otherwise publicly available at the time of disclosure or are subject to disclosure by
Local Agency under CORA Local Agency shall not, without prior written approval of
the State, use for Local Agency's own benefit, publish, copy, or otherwise disclose to
any third party, or permit the use by any third party for its benefit or to the detriment
of the State, any State Records, except as otherwise stated in this Contract Local
Agency shall provide for the security of all State Confidential Information in
accordance with all policies promulgated by the Colorado Office of Information
Security and all applicable laws, rules, policies, publications, and guidelines Local
Agency shall immediately forward any request or demand for State Records to the
State's principal representative
B Other Entity Access and Nondisclosure Agreements
Local Agency may provide State Records to its agents, employees, assigns and
Subcontractors as necessary to perform the Work, but shall restrict access to State
Confidential Information to those agents, employees, assigns and Subcontractors who
require access to perform their obligations under this Contract Local Agency shall
ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure
agreements at least as protective as those in this Contract, and that the nondisclosure
agreements are in force at all times the agent, employee, assign or Subcontractor has
access to any State Confidential Information Local Agency shall provide copies of
those signed nondisclosure restrictions to the State upon request
C Use, Security, and Retention
Local Agency shall use, hold and maintain State Confidential Information in
compliance with any and all applicable laws and regulations in facilities located within
the United States, and shall maintain a secure environment that ensures confidentiality
of all State Confidential Information wherever located Local Agency shall provide the
State with access, subject to Local Agency's reasonable security requirements, for
purposes of inspecting and monitoring access and use of State Confidential Information
and evaluating security control effectiveness Upon the expiration or termination of this
Contract, Local Agency shall return State Records provided to Local Agency or destroy
such State Records and certify to the State that it has done so, as directed by the State
If Local Agency is prevented by law or regulation from returning or destroying State
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Confidential Information, Local Agency warrants it will guarantee the confidentiality
of, and cease to use, such State Confidential Information
D Incident Notice and Remediation
If Local Agency becomes aware of any Incident, it shall notify the State immediately
and cooperate with the State regarding recovery, remediation, and the necessity to
involve law enforcement, as determined by the State Unless Local Agency can
establish that none of Local Agency or any of its agents, employees, assigns or
Subcontractors are the cause or source of the Incident, Local Agency shall be
responsible for the cost of notifying each person who may have been impacted by the
Incident After an Incident, Local Agency shall take steps to reduce the risk of
incurring a similar type of Incident in the future as directed by the State, which may
include, but is not limited to, developing and implementing a remediation plan that is
approved by the State at no additional cost to the State
11. CONFLICTS OF INTEREST
A Actual Conflicts of Interest
Local Agency shall not engage in any business or activities, or maintain any
relationships that conflict in any way with the full performance of the obligations of
Local Agency under this Contract Such a conflict of interest would arise when a Local
Agency or Subcontractor's employee, officer or agent were to offer or provide any
tangible personal benefit to an employee of the State, or any member of his or her
immediate family or his or her partner, related to' the award of, entry into or
management or oversight of this Contract Officers, employees and agents of Local
Agency may neither solicit nor accept gratuities, favors or anything of monetary value
from contractors or parties to subcontracts
B Apparent Conflicts of Interest
Local Agency acknowledges that, with respect to this Contract, even the appearance of
a conflict of interest shall be harmful to the State's interests Absent the State's prior
written approval, Local Agency shall refrain from any practices, activities or
relationships that reasonably appear to be in conflict with the full performance of Local
Agency's obligations under this Contract
C Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain
whether a conflict or the appearance of a conflict has arisen, Local Agency shall submit
to the State a disclosure statement setting forth the relevant details for the State's
consideration Failure to promptly submit a disclosure statement or to follow the State's
direction in regard to the actual or apparent conflict constitutes a breach of this
Contract
12. INSURANCE
,Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and
maintain, insurance as specified in this section at all times during the term of this Contract
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All insurance policies required by this Contract that are not provided through self-insurance
shall be issued by insurance companies with an AM Best rating ofA-VIII or better
A Local Agency Insurance
The Local Agency is a "public entity" within the meaning of the Colorado
Governmental Immunity Act, §24-10-101, et seq , C R S (the "GIA") and shall
maintain at all times during the term of this Contract such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the
GIA
B Subcontractor Requirements
Local Agency shall ensure that each Subcontractor that is a public entity within the
meaning of the GIA, maintains at all times during the terms of this Contract, such
liability insurance, by commercial policy or self-insurance, as is necessary to meet the
Subcontractor's obligations under the GIA Local Agency shall ensure that each
Subcontractor that is not a public entity within the meaning of the GIA, maintains at
all times during the terms of this Contract all of the following insurance policies
i Workers' Compensation
Workers' compensation insurance as required by state statute, and employers'
liability insurance covering all Local Agency or Subcontractor employees acting
within the course and scope of their employment
ii General Liability
Commercial general liability insurance written on an Insurance Services Office
occurrence form, covering premises operations, fire damage, independent
contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows
a $1,000,000 each occurrence,
b $1,000,000 general aggregate,
c $1,000,000 products and completed operations aggregate, and
d $50,000 any onefire
iii Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and
non -owned autos) with a minimum limit of $1,000,000 each accident combined
single limit
iv Protected Information
Liability Insurance covering all loss of State Confidential Information, such as
PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations
Contract Routing Number 18-HA4-XC-00039
Page 12 of 24 Version 0716
of privacy rights through improper use or disclosure of protected information
with minimum limits as follows
a $1,000,000 each occurrence, and
b $2,000,000 general aggregate
v Professional Liability Insurance
Professional liability insurance covering any damages caused by an error,
omission or any negligent act with minimum limits as follows
a $1,000,000 each occurrence, and
b $1,000,000 general aggregate
vi Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits
as follows
a $1,000,000 each occurrence, and
b $1,000,000 general aggregate
C Additional Insured
The State shall be named as additional insured on all commercial general liability
policies (leases and construction contracts require additional insured coverage for
completed operations) required of Local Agency and Subcontractors
D Primacy of Coverage
Coverage required of Local Agency and each Subcontractor shall be primary over any
insurance or self-insurance program carried by Local Agency or the State
E Cancellation
All commercial insurance policies shall include provisions preventing cancellation or
non -renewal, except for cancellation based on non-payment of premiums, without at
least 30 days prior notice to Local Agency and Local Agency shall forward such notice
to the State in accordance with §16 within 7 days of Local Agency's receipt of such
notice
F Subrogation Waiver
All commercial insurance policies secured or maintained by Local Agency or its
Subcontractors in relation to this Contract shall include clauses stating that each carrier
shall waive all rights of recovery under subrogation or otherwise against Local Agency
or the State, its agencies, institutions, organizations, officers, agents, employees; and
volunteers
G Certificates
For each commercial insurance plan provided by Local Agency under this Contract,
Local Agency shall provide to the State certificates evidencing Local Agency's
insurance coverage required in this Contract within 7 Business Days following the
Effective Date Local Agency shall provide to the State certificates evidencing
Contract Routing Number 18-HA4-XC-00039
Page 13 of 24 Version 0716
Subcontractor insurance coverage required under this Contract within 7 Business Days
following the Effective Date, except that, if Local Agency's subcontract is not in effect
as of the Effective Date, Local Agency shall provide to the State certificates showing
Subcontractor insurance coverage required under this Contract within 7 Business Days
following Local Agency's execution of the subcontract No later than 15 days before
the expiration date of Local Agency's or any Subcontractor's coverage, Local Agency
shall deliver to the State certificates of insurance evidencing renewals of coverage At
any other time during the term of this Contract, upon request by the State, Local Agency
shall, within 7 Business Days following the request by the State, supply to the State
evidence satisfactory to the State of compliance with the provisions of this §12
13. BREACH
A Defined
The failure of a Party to perform any of its obligations in accordance with this Contract,
in whole or in part or in a timely or satisfactory manner, shall be a breach The
institution of proceedings under any bankruptcy, Insolvency, reorganization or similar
law, by or against Local Agency, or the appointment of a receiver or similar officer for
Local Agency or any of its property, which is not vacated or fully stayed within thirty
(30) days after the institution of such proceeding, shall also constitute a breach
B Notice and Cure Period
In the event of a breach, the aggrieved Party shall give written notice of breach to the
other Party If the notified Party does not cure the breach, at its sole expense, within
thirty (30) days after the delivery of written notice, the Party may exercise any of the
remedies as described in §14 for that Party Notwithstanding any provision of this
Contract to the contrary, the State, in its discretion, need not provide notice or a cure
period and may immediately terminate this Contract in whole or in part or institute any
other remedy in the Contract in order to protect the public interest of the State
14. REMEDIES
A State's Remedies
If Local Agency is in breach under any provision of this Contract and fails to cure such
breach, the State, following the notice and cure period set forth in §13.B., shall have all
of the remedies listed in this §14.A in addition to all other remedies set forth in this
Contract or at law The State may exercise any or all of the remedies available to it, in
its discretion, concurrently or consecutively
i Termination for Breach
In the event of Local Agency's uncured breach, the State may terminate this entire
Contract or any part of this Contract Local Agency shall continue performance
of this Contract to the extent not terminated, if any
a Obligations and Rights
To the extent specified in any termination notice, Local Agency shall not
Incur further obligations or render further performance past the effective
date of such notice, and shall terminate outstanding orders and subcontracts
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with third parties However, Local Agency shall complete and deliver to the
State all Work not cancelled by the termination notice, and may incur
obligations as necessary to do so within this Contract's terms At the request
of the State, Local Agency shall assign to the State all of Local Agency's
rights, title, and interest in and to such terminated orders or subcontracts
Upon termination, Local Agency shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Local
Agency but in which the State has an interest At the State's request, Local
Agency shall return materials owned by the State in Local Agency's
possession at the time of any termination Local Agency shall deliver all
completed Work Product and all Work Product that was in the process of
completion to the State at the State's request
b Payments
Notwithstanding anything to the contrary, the State shall only pay Local
Agency for accepted Work received as of the date of termination If, after
termination by the State, the State agrees that Local Agency was not in
breach or that Local Agency's action or inaction was excusable, such
termination shall be treated as a termination in the public interest, and the
rights and obligations of the Parties shall be as if this Contract had been
terminated in the public interest under §2.D
c Damages and Withholding
Notwithstanding any other remedial action by the State, Local Agency shall
remain liable to the State for any damages sustained by the State in
connection with any breach by Local Agency, and the State may withhold
payment to Local Agency for the purpose of mitigating the State's damages
until such time as the exact amount of damages due to the State from Local
Agency is determined The State may withhold any amount that may be due
Local Agency as the State deems necessary to protect the State against loss
including, without limitation, loss as a result of outstanding liens and excess
costs incurred by the State in procuring from third parties replacement Work
as cover
u Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies
a Suspend Performance
Suspend Local Agency's performance with respect to all or any portion of
the Work pending corrective action as specified by the State without
entitling Local Agency to an adjustment in price or cost or an adjustment in
the performance schedule Local Agency shall promptly cease performing
Work and incurring costs in accordance with the State's directive, and the
Contract Routing Number 18-HA4-XC-00039
Page 15 of 24 Version 0716
State shall not be liable for costs incurred by Local Agency after the
suspension of performance
b Withhold Payment
Withhold payment to Local Agency until Local Agency corrects its Work
c Deny Payment
Deny payment for Work not performed, or that due to Local Agency's
actions or inactions, cannot be performed or if they were performed are
reasonably of no value to the state, provided, that any denial of payment
shall be equal to the value of the obligations not performed
d Removal
Demand immediate removal from the Work of any of Local Agency's
employees, agents, or Subcontractors from the Work whom the State deems
incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable
or whose continued relation to this Contract is deemed by the State to be
contrary to the public interest or the State's best interest
e Intellectual Property
If any Work infringes a patent, copyright, trademark, trade secret or other
intellectual property right, Local Agency shall, as approved by the State (a)
secure that right to use such Work for the State or Local Agency, (b) replace
the Work with nonmfrmgmg Work or modify the Work so that it becomes
nonmfrmgmg, or, (c) remove any infringing Work and refund the amount
paid for such Work to the State
B Local Agency's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Local Agency, following the notice and cure period in §13.B and the dispute resolution
process in §15 shall have all remedies available at law and equity
15 DISPUTE RESOLUTION
A Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance
of this Contract which cannot be resolved by the designated Contract representatives
shall be referred in writing to a senior departmental management staff member
designated by the State and a senior manager designated by Local Agency for
resolution
B Resolution of Controversies
If the initial resolution described in §15.A fails to resolve the dispute within 10
Business Days, Local Agency shall submit any alleged breach of this Contract by the
State to the purchasing director of CDOT for resolution in accordance with the
provisions of §§24-109-101, 24-109-106, 24-109-107, and 24-109-201 through 24-
109-206 C R S , (the "Resolution Statutes"), except that if Local Agency wishes to
challenge any decision rendered by the purchasing director, Local Agency's challenge
Contract Routing Number 18-HA4-XC-00039
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shall be an appeal to the executive director of the Department of Personnel and
Administration, or their delegate, under the' Resolution Statutes before Local Agency
pursues any further action as permitted by such statutes Except as otherwise stated in
this Section, all requirements of the Resolution Statutes shall apply including, without
limitation, time limitations
16. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating
Party All notices required or permitted to be given under this Contract shall be in writing,
and shall be delivered (i) by hand with receipt required, (ii) by certified or registered mail to
such Party's principal representative at the address set forth below or (m) as an email with
read receipt requested to the principal representative at the email address, if any, set forth
below If a Party delivers a notice to another through email and the email is undeliverable,
then, unless the Party has been provided with an alternate email contact, the Party delivering
the notice shall deliver the notice by hand with receipt required or by certified or registered
mail to such Party's principal representative at the address set forth below Either Party may
change its principal representative or principal representative contact information by notice
submitted in accordance with this §16 without a formal amendment to this Contract Unless
otherwise provided in this Contract, notices shall be effective upon delivery of the written
notice
For the State:
Keith Sheaffer, Program Engineer
CDOT Region 4
10601 West 10th Street
Greeley, CO 80634
(970) 350-2162
keith sheaffer@state co us
For Local Agency:
Elizabeth Relford
Weld County
1111 H Street
Greeley, CO 80631
(970) 400-3748
erelford@weldgov corn
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A Work Product
Local Agency assigns to the State and its successors and assigns, the entire right, title,
and interest in and to all causes of action, either in law or in equity, for past, present,
or future infringement of intellectual property rights related to the Work Product and
all works based on, derived from, or incorporating the Work Product Whether or not
Local Agency is under contract with the State at the time, Local Agency shall execute
applications, assignments, and other documents, and shall render all other reasonable
assistance requested by the State, to enable the State to secure patents, copyrights,
licenses and other intellectual property rights related to the Work Product The Parties
intend the Work Product to be works made for hire
i Copyrights
To the extent that the Work Product (or any portion of the Work Product) would
not be considered works made for hire under applicable law, Local Agency hereby
assigns to the State, the entire right, title, and interest in and to copyrights in all
Work Product and all works based upon, derived from, or incorporating the Work
Product, all copyright applications, registrations, extensions, or renewals relating
to all Work Product and all works based upon, derived from, or incorporating the
Contract Routing Number 18-HA4-XC-00039
Page 17 of 24 Version 0716
Work Product, and all moral rights or similar rights with respect to the Work
Product throughout the world To the extent that Local Agency cannot make any of
the assignments required by this section, Local Agency hereby grants to the State a
perpetual, irrevocable, royalty -free license to use, modify, copy, publish, display,
perform, transfer, distribute, sell, and create derivative works of the Work Product
and all works based upon, derived from, or incorporating the Work Product by all
means and methods and in any format now known or invented in the future The
State may assign and license its rights under this license
ii Patents
In addition, Local Agency grants to the State (and to recipients of Work Product
distributed by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -
free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale,
import, transfer, and otherwise utilize, operate, modify and propagate the contents of
the Work Product Such license applies only to those patent claims licensable by Local
Agency that are necessarily infringed by the Work Product alone, or by the combination
of the Work Product with anything else used by the State
B Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, any pre-existing
State Records, State software, research, reports, studies, photographs, negatives or
other documents, drawings, models, materials, data and information shall be the
exclusive property of the State (collectively, "State Materials") Local Agency shall not
use, willingly allow, cause or permit Work Product or State Materials to be used for
any purpose other than the performance of Local Agency's obligations in this Contract
without the prior written consent of the State Upon termination of this Contract for
any reason, Local Agency shall provide all Work Product and State Materials to the
State in a form and manner as directed by the State
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the
Parties, their departments, boards, commissions committees, bureaus, offices, employees and
officials shall be controlled and limited by the provisions of the GIA, 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
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Local Agency under this Contract is $100,000 or greater,
either on the Effective Date or at anytime thereafter, this §19 shall apply Local Agency
agrees to be governed by and comply with the provisions of §24-102-205, §24-102-206, §24-
103-601, §24-103 5-101 and §24-105-102 C R S regarding the monitoring of vendor
performance and the reporting of contract performance information in the State's contract
management system ("Contract Management System" or "CMS") Local Agency's
performance shall be subject to evaluation and review in accordance with the terms and
Contract Routing Number 18-1-1A4-XC-00039
Page 18 of 24 Version 0716
conditions of this Contract, Colorado statutes governing CMS, and State Fiscal Rules and
State Controller policies
20. GENERAL PROVISIONS
A Assignment
Local Agency's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State Any attempt at
assignment or transfer without such consent shall be void Any assignment or transfer
of Local Agency's rights and obligations approved by the State shall be subject to the
provisions of this Contract
B Subcontracts
Local Agency shall not enter into any subcontract in connection with its obligations
under this Contract without the prior, written approval of the State Local Agency shall
submit to the State a copy of each such subcontract upon request by the State All
subcontracts entered into by Local Agency in connection with this Contract shall
comply with all applicable federal and state laws and regulations, shall provide that
they are governed by the laws of the State of Colorado, and shall be subject to all
provisions of this Contract
C Binding Effect
Except as otherwise provided in §20.A., all provisions of this Contract, including the
benefits and burdens, shall extend to and be binding upon the Parties' respective
successors and assigns
D Authority
Each Party represents and warrants to the other that the execution and delivery of this
Contract and the performance of such Party's obligations have been duly authorized
E Captions and References
The captions and headings in this Contract are for convenience of reference only, and
shall not be used to interpret, define, or limit its provisions All references in this
Contract to sections (whether spelled out or using the § symbol), subsections, exhibits
or other attachments, are references to sections, subsections, exhibits or other
attachments contained herein or incorporated as a part hereof, unless otherwise noted
F Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall constitute
one and the same agreement
G Entire Understanding
This Contract represents the complete integration of all understandings between the
Parties related to the Work, and all prior representations and understandings related to
the Work, oral or written, are merged into this Contract Prior or contemporaneous
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Page 19 of 24 Version 0716
additions, deletions, or other changes to this Contract shall not have any force or effect
whatsoever, unless embodied herein
H Jurisdiction and Venue
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
I Modification
Except as otherwise provided in this Contract, any modification to this Contract shall
only be effective if agreed to in a formal amendment to this Contract, properly executed
and approved in accordance with applicable Colorado State law and State Fiscal Rules
Modifications permitted under this Contract, other than contract amendments, shall
conform to the policies promulgated by the Colorado State Controller
J Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy
or other authority shall be interpreted to refer to such authority then current, as may
have been changed or amended since the Effective Date of this Contract
K Order of Precedence
In the event of a conflict or Inconsistency between this Contract and any Exhibits or
attachment such conflict or inconsistency shall be resolved by reference to the
documents in the following order of priority
i Colorado Special Provisions in §21 of the main body of this Contract
ii The provisions of the other sections of the main body of this Contract
iu Exhibit A, Statement of Work
iv Exhibit B, Sample Option Letter
v Exhibit C, Funding Provisions
vi Exhibit D, Local Agency and Contractor Assurance
L Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the
validity or enforceability of any other provision of this Contract, which shall remain in
full force and effect, provided that the Parties can continue to perform their obligations
under this Contract in accordance with the intent of the Contract
M Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination
or expiration of the Contract shall survive the termination or expiration of the Contract
and shall be enforceable by the other Party
N Taxes
The State is exempt from federal excise taxes under I R C Chapter 32 (26 U S C ,
Subtitle D, Ch 32) (Federal Excise Tax Exemption Certificate of Registry No 84-
730123K) and from State and local government sales and use taxes under §§39 -26 -
Contract Routing Number 18-HA4-XC-00039
Page 20 of 24 Version 0716
704(1), et seq C R S (Colorado Sales Tax Exemption Identification Number 98-
02565) The State shall not be liable for the payment of any excise, sales, or use taxes,
regardless of whether any political subdivision of the state imposes such taxes on Local
Agency Local Agency shall be solely responsible for any exemptions from the
collection of excise, sales or use taxes that Local Agency may wish to have in place in
connection with this Contract
O Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §20.B., this
Contract does not and is not intended to confer any rights or remedies upon any person
or entity other than the Parties Enforcement of this Contract and all rights and
obligations hereunder are reserved solely to the Parties Any services or benefits which
third parties receive as a result of this Contract are incidental to the Contract, and do
not create any rights for such third parties
P Waiver
A Party's failure or delay in exercising any right, power, or privilege under this
Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor
shall any single or partial exercise of any right, power, or privilege preclude any other
or further exercise of such right, power, or privilege
Q
CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures
and standards required under §24-103 5-101 C R S , if any, are subject to public release
through the CORA
R Standard and Manner of Performance
Local Agency shall perform its obligations under this Contract in accordance with the
highest standards of care, skill and diligence in Local Agency's industry, trade, or
profession
S Licenses, Permits, and Other Authorizations
Local Agency shall secure, prior to the Effective Date, and maintain at all times during
the term of this Contract, at its sole expense, all licenses, certifications, permits, and
other authorizations required to perform its obligations under this Contract, and shall
ensure that all employees, agents and Subcontractors secure and maintain at all times
during the term of their employment, agency or subcontract, all license, certifications,
Contract Routing Number 18-HA4-XC-00039
Page 21 of 24 Version 0716
permits and other authorizations required to perform their obligations in relation to this
Contract
21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics
A CONTROLLER'S 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
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.
No term or condition of this Contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, of the Colorado Governmental Immunity Act, §24-10-101 et seq C R S ,
or the Federal Tort Claims Act, 28 U S C Pt VI, Ch 171 and 28 U S C 1346(b)
D INDEPENDENT CONTRACTOR
Local Agency shall perform its duties hereunder as an independent contractor and not
as an employee Neither Local Agency nor any agent or employee of Local Agency
shall be deemed to be an agent or employee of the State Local Agency and its
employees and agents are not entitled to unemployment insurance or workers
compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for Local Agency or any of its agents or employees
Unemployment insurance benefits will be available to Local Agency and its employees
and agents only if such coverage is made available by Local Agency or a third party
Local Agency shall pay when due all applicable employment taxes and income taxes
and local head taxes incurred pursuant to this Contract Local Agency shall not have
authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein Local Agency shall (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.
Local Agency shall strictly comply with all applicable federal and State laws, rules,
and regulations in effect or hereafter established, including, without limitation, laws
applicable to discrimination and unfair employment practices
F CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations
Contract Routing Number 18-HA4-XC-00039
Page 22 of 24 Version 0716
shall be null and void Any provision incorporated herein by reference which purports
to negate this or any other Special Provision in whole or in part shall not be valid or
enforceable or available in any action at law, whether by way of complaint, defense, or
otherwise Any provision rendered null and void by the operation of this provision shall
not invalidate the remainder of this Contract, to the extent capable of execution
G BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body
or person Any provision to the contrary in this Contract or incorporated herein by
reference shall be null and void
H SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions Local Agency hereby certifies and
warrants that, during the term of this Contract and any extensions, Local Agency has
and shall maintain in place appropriate systems and controls to prevent such improper
use of public funds If the State determines that Local Agency is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this
Contract, including, without limitation, immediate termination of this Contract and any
remedy consistent with federal copyright laws or applicable licensing restrictions
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
Local Agency has no interest and shall not acquire any interest, direct or indirect, that
would conflict in any manner or degree with the performance of Local Agency's
services and Local Agency shall not employ any person having such known interests
22. DISPUTES
Except as otherwise provided in this Agreement, any dispute concerning a question of fact
arising under this Agreement which is not disposed of by agreement shall be decided by the
Chief Engineer of the Department of Transportation The decision of the Chief Engineer
will be final and conclusive unless, within 30 calendar days after the date of receipt of a
copy of such written decision, Local Agency mails or otherwise furnishes to the State a
written appeal addressed to the Executive Director of CDOT In connection with any
appeal proceeding under this clause, 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, Local Agency shall proceed diligently with the performance of this Agreement
in accordance with the Chief Engineer's decision The decision of the Executive Director
or his duly authorized representative for the determination of such appeals shall 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 Agreement, however, shall be construed as making final the decision of any
administrative official, representative, or board on a question of law
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Contract Routing Number 18-HA4-XC-00039
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EXHIBIT A, STATEMENT OF WORK
Road Closures
The Colorado Department of Transportation (CDOT) entered into a purchase and sale agreement with the
Union Pacific Railroad (UPRR) to improve the functional integrity of both the CDOT and the UPRR
transportation systems. The UPRR/CDOT agreement includes the closure of several roads that intersect the
railroad and US 85, most of which are under the jurisdiction of Weld County (see Table A-1 below). CDOT
does not have authority to close county roads and has therefore coordinated ki ith Weld County to satisfy
this portion of the agreement. The work necessary to close the crossings will be performed by CDOT and
Weld County maintenance crews as described in the following sections.
Table A-1: Road Closures
Closure
Jurisdiction
WCR
2.5
Weld
County
WCR 29
Weld
County
WCR
30
Weld
County
WCR 33
Weld
County
WCR
44
Weld County
WCR
46/35
Weld
County
O Street
Weld
County
WCR
72
Weld
County
WCR
37
Weld
County
WCR
78
Weld
County
WCR
100
Weld
County
WCR
104
Weld
County
CDOT Responsibilities
CDOT maintenance will be responsible for all improvements and removals on CDOT ROW. Additionally,
CDOT maintenance will install all barriers and barricades and associated signage, which includes work on
Weld County ROW. In the immediate vicinity of the crossing, CDOT will remove signs (except railroad
signage) and pavement markings and install new signage and pavement markings as needed, including
those on Weld County ROW. CDOT maintenance will also complete all removal of pavement (except
railroad crossing material) and all seeding on CDOT and Weld County ROW. CDOT maintenance will
create all new signs and barricades for the project, regardless of location.
Weld County Responsibilities
Weld County will prepare vacate plans for each crossing and seek authorization from the Weld County
Board of County Commissioners to hold public hearings regarding vacation of the roads. Weld County will
remove signs and pavement markings and install new signage not directly adjacent to the crossing on
County Roads. Weld County will provide all posts for signs they are installing, and will obtain new signs
from CDOT maintenance. Following installation of barriers and barricades, Weld County will be
responsible for maintenance of barricades on the outside of the railroad.
Exhibit A - Page 1 of 2
EXHIBIT A, STATEMENT OF WORK
Local Access Improvements
Weld County and local stakeholders have requested local access improvements adjacent to the closures to
maintain mobility and mitigate added travel time for local residents and businesses. These improvements
are summarized in Table A-2.
CDOT Responsibilities
CDOT will transfer $6,000,000 to complete local access improvements at WCRs 2.5, 29, 30, 46/35, 72,
100, and 104, and to support the design and construction of improvements at O Street and WCRs 37 and
78. While this amount does not reflect the total cost identified for the Local Access Improvements, CDOT
will work with Weld County on funding solutions needed in order for Weld County to effectuate the closure
of the County Roads. It is understood and agreed by the Parties hereto that the total cost of the Work stated
hereinbefore is the best estimate available, based on the design data as approved at the time of execution of
this Contract. The amount will not exceed the current estimate unless such amount is increased by an
appropriate written modification to this Contract executed before any increased cost is incurred.
Weld County Responsibilities
Weld County will be responsible for all aspects of the design, construction, and maintenance of local access
improvements, excluding the improvements associated with the closure of WCR 30. The County will ensure
that improvements are adequate to meet local agencies' and stakeholders' mobility requirements. Weld
County will enter into an IGA with Platteville to allow closure of WCR 30 immediately following transfer
of $1M from Weld County to Platteville. Nothing herein shall require Weld County to expend funds over
and above the payments made under Exhibit C.
Table
A-2:
Closure
Local Access
I m
Local
. rovements
Access
Improvement
Description
Estimated
Cost
WCR 2.5
Cul-de-sac
east
of
tracks
$200,000
WCR
29
Cul-de-sac
east of tracks
$200,000
WCR
30
At the
discretion
of
Platteville
$1,000,000
WCR 46/35
Shift
current
alignment
SE off of
UPRR
ROW
$700,000
O Street
Intersection
WCR
64/41
Improvements:
WCR 66/41
&
$10,600,000*
WCR
72
Cul-de-sac
east of tracks
$200,000
WCR
37 & 78
New
to
connector
WCR 76
road
along
WCR
37 alignment
$4,500,000*
WCR
100
New
and
WCR
WCR 98
US 85 &
31 Between
connector
Magnesium
WCR
road
100
Chloride
and
between
treatment
WCR
WCR
98
29
on
$700,000
WCR
104
�Cul-de-sac
W CR27
west
of
tracks
and
improvements
p
to
$500,000
Total
—
S18,600,000
*The parties recognize that the current IGA amount is insufficient to complete these improvements.
Exhibit A - Page 2 of 2
EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
ZOPTLETNUM
Local Agency
ZVENDORNAME
Agreement Routing Number
ZSMARTNO
Agreement Maximum Amount
Initial term
State Fiscal Year ZFYY_1
Extension terms
State Fiscal Year ZFYY_2
State Fiscal Year ZFYY_3
State Fiscal Year ZFYY_4
State Fiscal Year ZFYY_5
Total for all state fiscal years
$ ZFYA_1
$ ZFYA_2
$ ZFYA_3
$ ZFYA_4
$ ZFYA_5
$
ZPERSVC_MAX_
AMOUNT
Agreement Effective Date
The later of the effective date or ZSTARTDATEX
Current Agreement Expiration Date
ZTERMDATEX
1. OPTIONS
A Option to extend for an Extension Term
B Option to unilaterally authorize the Local Agency to begin a phase which may include Design,
Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to
Acquisition/Relocation or Railroads) and to update encumbrance amounts(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 )
C Option to unilaterally transfer funds from one phase to another phase (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 )
D Option to unilaterally do both A and B (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 )
E Option to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information
2. REQUIRED PROVISIONS
Option A
In accordance with Section 2, C of the Original Agreement referenced above, the State hereby exercises its option
for an additional term, beginning on (insert date) and ending on the current contract expiration date shown above,
under the same funding provisions stated in the Original Contract Exhibit C, as amended
Option B
In accordance with Section 7, B of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all
that apply — Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber
previously budgeted funds for the phase based upon changes in funding availability and authorization The
encumbrance for (Design, Construction, Environmental, Utilities, ROW Incidentals or Mtscellaneous)is (Insert
dollars here) A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C (The following is
a NOTE only, please delete when using this option Future changes for this option for Exhibit C shall be labled as
follows C-2, C-3, C-4, etc )
Exhibit B - Page 1 of 3
EXHIBIT B, SAMPLE OPTION LETTER
Option C
In accordance with Section 7, B of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to transfer funds from (describe phase from which funds will be moved) to (describe
phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new
Exhibit C-1 is made part of the original Agreement and replaces Exhibit C.
Option D
In accordance with Section 7, B of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all
that apply Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber
funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from
(describe phase from which funds will he moved) to (describe phase to which, funds will be moved) based on
variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original
Agreement and replaces Exhibit C.
(The folloi•ving language must be included on ALL options):
The Agreement Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced
with the Current Agreement Maximum Amount table shown above.
Option E
In accordance with Section 7, B of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to update a Phase Performance Period and/or Modify OMB Uniform Guidance
Information. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C.
3.OPTION EFFECTIVE DATE:
The effective date of this option letter is upon approval of the State Controller or delegate.
APPROVALS:
State of Colorado:
John W. Hickenlooper, 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 Agreement is not valid
until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin
performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is
not obligated to pay the Local Agency for such performance or for any goods and/or services provided
hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By:
Exhibit B - Page 2 of 3
EXHf IT B, SAMPLE OPTION LETTER
Date
Exhibit B - Page 3 of 3
EX IBIT C - FUNDING PROVISI I NS
A Cost of Work Estimate
The Local Agency has estimated the total cost the Work to be $6,000,000 00, which is to be funded as follows
C 0853-111 (22470)
1
a
b
BUDGETED FUNDS
State Funds $6,000,000
(100 00% of Costs)
Local Agency Matching Funds $0
(0 00% of Costs)
00
00
TOTAL BUDGETED FUNDS
$6,000,000
00
2
a
ESTIMATED PAYMENT TO LOCAL AGENCY
State Funds Budgeted $6,000,000
00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY
$6,000,000
00
3
a
b
FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount $6,000,000
Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0
00
00
Net to be encumbered as follows
$6,000,000
00
Note No funding is currently available Funds will become availabe after execution of an Option Letter (Exhibit
B) or formal Amendment
WBS Element 22470 10 50
Performance Period End Date
NA / NA
Misc
3404
$0 00
B The matching ratio for the federal participating funds for this Work is 100 00% State funds to 0 00% Local
Agency funds, it being understood that such ratio applies only to the $6,000,000 00 total budgeted funds, it
being further understood that all additional costs outside of the 100 00%/0 00% split are borne by the Local
Agency at 100% If the total cost of performance of the Work is less than $6,000,000 00, then the amounts of
Local Agency and State funds will be decreased in accordance with the funding ratio described herein
C The maximum amount payable to the Local Agency under this Contract shall be $6,000,000 00 (for CDOT
accounting purposes, the state funds of $6,000,000 00 and the Local Agency matching funds of $0 00 will be
encumbered for a total encumbrance of $6,000,000 00), unless such amount is increased by an appropriate
written modification to this Contract executed before any increased cost is incurred It is understood and
agreed by the Parties hereto that the total cost of the Work stated hereinbefore is the best estimate available,
based on the design data as approved at the time of execution of this Contract
The maximum amount payable shall be reduced without amendment when the actual amount of the Local
Agency's awarded contract is less than the budgeted total of the State funds and the Local Agency matching
funds The maximum amount payable shall be reduced through the execution of an Option Letter as described
in Section 7 B of this Contract
Exhibit D - Page 1 of 1
EXHIBIT
LOCAL AGENCY AND CONTRACT R ASSURANCE
For Locally -Administered Projects Funded with State and/or Local Monies
The Local Agency (referred to herein as the "Recipient"), and its Contractors,
HEREBY AGREE THAT, as a condition to receiving financial assistance from the
State of Colorado, Department of Transportation, they are subject to and will
comply with the following
Statutory/Regulatory Authorities
Colorado Anti -Discrimination Statutes including those prohibiting
discrimination on the basis of disability, race, creed, color, sex, sexual
orientation, religion, age, national origin, or ancestry in employment (C R S
24-34-401, et seq ), public accommodation (C R S 24-34-601, et seq ) and
advertising (C R S 24-34-701, et seq ),
E Colorado Code of Regulations for the Colorado Civil Rights Commission, 3
CCR 708-1, and
® If the project is located on the state highway system, the Colorado Relocation
Assistance and Land Acquisition Policies Act, C R S 24-56-101, et seq
applies
The preceding statutory and regulatory cites are referred to as the "Acts" and
"Regulations," respectively
By signing this ASSURANCE, the Local Agency agrees to comply (and to require
any contractors, successors, or assignees to comply) with all applicable provisions of
the Acts and Regulations The Local Agency gives this ASSURANCE in
consideration of and obtaining any State financial assistance provided by the State
of Colorado, Department of Transportation The person signing below is authorized
to sign this ASSURANCE on behalf of the Local Agency
Local Agency
by
(signature of Authorized Official)
dated
Exhibit D - Page 1 of 1
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