HomeMy WebLinkAbout2022 Ordinance No. 011
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BY AUTHORITY
ORDINANCE NO. 11 COUNCIL BILL NO. 11
SERIES OF 2022 INTRODUCED BY COUNCIL
MEMBER WARD
AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL
AGREEMENT FOR 2022 REGIONAL TRANSPORTATION
DISTRICT FUNDING OF LOCAL TRANSPORTATION
SERVICES BETWEEN THE REGIONAL TRANSPORTATION
DISTRICT AND THE CITY OF ENGLEWOOD.
WHEREAS, the Regional Transportation District (“RTD”) is authorized by the
Regional Transportation District Act, C.R.S. §§ 32-9-101, et seq. (the “RTD Act”), to
develop, maintain, and operate a mass transportation system for the benefit of the
inhabitants of its District, as defined by the RTD Act; and
WHEREAS, pursuant to the Colorado Constitution, Article XIV, Section
18(2)(a), and C.R.S. §§ 29-1-203 et seq., both RTD and the City of Englewood (“City”)
may cooperate or contract with each other to provide any function, service, or facility
lawfully authorized to each, and any such contract may provide for sharing of costs; and
WHEREAS, RTD currently operates a variety of fixed-route bus, light rail, and
other transit services in and around the City; and
WHEREAS, the City provides certain transit services that provide mobility and
access to the business and residential areas in and around the City; and
WHEREAS, the services that the City provides supplement RTD service and
provide added mobility for the general public working and living in the City; and
WHEREAS, in order to support transit services supplemental to those services
provided by RTD in the City, RTD wishes to contribute local funds for the provision of
such services; and
WHEREAS, this Ordinance will authorize the Intergovernmental Agreement
between RTD and the City setting forth the terms of RTD’s reimbursement to the City
and acceptance of funds.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF ENGLEWOOD, COLORADO, THAT:
Section 1. The City Council of the City of Englewood, Colorado hereby authorizes
the Intergovernmental Agreement for 2022 Regional Transportation District Funding of
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Local Transportation Services between the Regional Transportation District and the City of
Englewood, Colorado, as attached hereto as Attachment 1, and acceptance of funds.
Section 2. The Mayor and City Clerk are authorized to execute and attest said
Intergovernmental Agreement for and on behalf of the City of Englewood.
Section 3. This Ordinance shall take effect thirty days after publication following
final passage.
Introduced, read in full, and passed on first reading on the 7th day of March, 2022.
Published by Title as a Bill for an Ordinance in the City’s official newspaper on the
10th day of March, 2022.
Published as a Bill for an Ordinance on the City’s official website beginning on the
9th day of March, 2022 for thirty (30) days.
Read by Title and passed on final reading on the 21st day of March, 2022.
Published by Title in the City’s official newspaper as Ordinance No. 11, Series of
2022, on the 24th day of March, 2022.
Published by title on the City’s official website beginning on the 23rd day of
March, 2022 for thirty (30) days.
This Ordinance shall take effect thirty (30) days after publication following final
passage.
Othoniel Sierra, Mayor
ATTEST:
Stephanie Carlile, City Clerk
I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify
that the above and foregoing is a true copy of the Ordinance passed on final reading and
published by Title as Ordinance No. 11, Series of 2022.
Stephanie Carlile
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RTD Contract Number: 422DH009
2022 INTERGOVERNMENTAL AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
of CITY OF ENGLEWOOD - ENGLEWOOD TROLLEY
This Intergovernmental Agreement for RTD Funding of Local Transportation Services with the
City of Englewood for the Englewood Trolley (“Agreement”) is made and entered into as of
January 1, 2022 (“Effective Date”), between the Regional Transportation District, a political
subdivision of the State of Colorado organized pursuant to the Regional Transportation District
Act, C.R.S. § 32-9-101, et seq., (“RTD”) and the City of Englewood, Colorado, a Colorado home
rule city (“Englewood”). Englewood and RTD may also be referred to herein individually as a
“Party” and collectively as the “Parties”.
RECITALS
A.RTD is authorized by the Regional Transportation District Act, C.R.S. §§ 32-9-101,
et seq. (the “RTD Act”), to develop, maintain, and operate a mass transportation
system for the benefit of the inhabitants of its District, as defined by the RTD Act.
B.Pursuant to the Colorado Constitution, Article XIV, Section 18(2)(a), and C.R.S. §§
29-1-203 et seq., both RTD and Englewood may cooperate or contract with each
other to provide any function, service, or facility lawfully authorized to each, and
any such contract may provide for sharing of costs.
C.RTD currently operates a variety of fixed-route bus, light rail, and other transit
services in and around Englewood.
D.Englewood provides the transit services as described in Exhibit A (“Services”)
that provide mobility and access to the business and residential areas in and around
Englewood.
E.The Services that Englewood provides supplements RTD service and gives added
mobility for the general public working and living in Englewood.
F.In order to support transit services supplemental to those services provided by RTD
in Englewood, RTD wishes to contribute local funds for the provision of such
Services according to the terms and conditions as agreed by the Parties as set forth
herein.
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2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
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TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows.
1. GENERAL.
A. Exhibits. The following exhibits are attached and incorporated into this Agreement
by this reference:
Exhibit A: Description of the Services
Exhibit B: Description of the RTD Funding
Exhibit C: Communication and Notices – Contacts
Exhibit D: Special Provisions
Exhibit E: Transit Equity
Exhibit F: Insurance Requirements
B. Recitals. The recitals set forth above are incorporated herein by this reference.
C. Other Agreements. The Parties may have previously entered into various other
agreements which remain in effect until terminated and are not voided by or
otherwise amended by this Agreement, unless expressly set forth herein.
2. OPERATIONS, MANAGEMENT AND CONTROL OF THE SERVICES. Englewood shall
continue to manage and operate, either directly or through its designated agent(s), the
Services as defined in Exhibit A. Englewood and/or its designated agent(s) shall be
solely responsible for all operations, management, marketing, administration, and
Services delivery functions, including provision of vehicles, vehicle maintenance, insurance
and accounting. Except as specifically provided herein, RTD shall have no responsibility
for the operations and management of the Services. RTD shall have no responsibility for,
or authority or control with respect to, the supervision and management of any employees
or contractors who work in connection with the Services. Englewood shall operate the
Services in compliance with all applicable laws, regulations, orders, codes, directives,
permits, approvals, decisions, decrees, ordinances or by-laws having the force of law and
any common or civil law, including any amendment, extension or re-enactment of any of
the same, and all other instruments, orders and regulations made pursuant to statute
(collectively, “Laws”), and Englewood shall be solely responsible for compliance with all
applicable Laws. Notwithstanding RTD’s right to cease funding as provided in this
Agreement, RTD has no obligation or intent, nor right pursuant to this Agreement, to
otherwise continue the Services, if Englewood ceases to provide the Services.
3. SERVICES. The Services must be provided as described in Exhibit A. No material
changes may be made to the Services during the term of this Agreement without the
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FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
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written agreement of both Parties. In the event that changes are made to the Services
without the written consent of RTD, then RTD may, at its sole option, terminate this
Agreement with 30 business days’ notice by RTD to Englewood. Englewood shall have 30
business days from the date of notice to cure the deficiency to the reasonable satisfaction
of RTD (“Cure Period”). In the event that Englewood has not cured the deficiency within
the 30 business days, the Agreement will terminate, and RTD will not provide any funding
for the Services after the Cure Period.
4. RTD FUNDING. In support of the Services, RTD will reimburse Englewood as partial
funding for eligible Services provided in accordance with the schedule set out in Exhibit
B, but such amount will not exceed $323,055.00 (“RTD Funding”) for the term of this
Agreement (January 1, 2022 to December 31, 2022). RTD Funding does not include any
additional operating costs for services in excess of the Services as set out in Exhibit A,
including any special events and holidays. Under no circumstances will RTD be obligated
to pay more than the RTD Funding or for Services not actually provided by Englewood.
5. INVOICING AND PAYMENT.
A. Englewood will submit an invoice to RTD on a monthly basis requesting payment
of the RTD Funding. Unless otherwise agreed by the Parties, the invoice shall
include an itemized list of reimbursable operating expenses and a summary of
service hours, mileage, passenger boardings, origin and destination information,
and any other information that RTD otherwise reasonably requests, deducting the
amount for estimated farebox revenue per Exhibit B.
B. RTD will pay all approved invoices within thirty calendar (30) days after RTD has
received the invoice. If RTD does not approve an invoice from Englewood, RTD will
provide a written explanation of disputed items within ten (10) calendar days after
RTD has received the invoice.
6. RECORDS. Englewood, or its designated agent, will maintain full and complete financial
records for the provision of the Services. Such records shall include any financial
information to support and document the operating costs and revenues relating to the
Services and any other financial information specifically requested by RTD. Englewood,
or its designated agent, shall make these records available to RTD for audit for a period
of three (3) years after final payment under this Agreement. If applicable, National Transit
Database (“NTD”) data shall be kept in accordance with Federal Transit Administration
(“FTA”) requirements and shall be reported as part of RTD’s NTD submission.
7. MARKETING.
A. The Services will not be designated, marketed, or promoted as an RTD-branded
service, except that Englewood shall allow RTD to display an appropriate RTD logo
stating that the Services are “in partnership with RTD” on all new vehicles used to
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ENGLEWOOD TROLLEY
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operate the Services and financially supported in part by RTD, if in the RTD
referenced area, through this Agreement. Costs for purchase, operations and
maintenance of vehicles for the Services are not included in the RTD Funding.
B. Englewood and/or its designated agent(s) will market the Services, and such
marketing will include but is not limited to developing a marketing plan and
implementing the plan. A marketing plan may include the following elements:
advertising, public relations, collateral materials, websites, coordination with other
transportation programs, outreach, and training. RTD will have the advance
opportunity to review and approve any marketing materials for the Services.
Marketing efforts are not included in the RTD Funding.
8. LIABILITY AND INSURANCE.
A. The Parties agree that RTD shall have no liability to third parties arising out of the
operations or management of the Services, or any other service operated, directly
or indirectly, by Englewood. This provision shall survive termination of this
Agreement.
B. Englewood and/or its designated agent(s) shall cause RTD and its officers and
employees to be named as additional insured on all insurance policies covering any
operations of the Services.
C. Without waiving the privileges and immunities conferred by the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101 et seq., each Party shall be
responsible for any claims, demands or suits arising out of its own negligence. It
is specifically understood and agreed that nothing contained in this section or
elsewhere in this Agreement shall be construed as an express or implied waiver by
either Party of its governmental immunity including limitations of amounts or types
of liability or the governmental acceptance by either Party of liabilities arising as a
result of actions which lie in tort or could lie in tort in excess of the liabilities
allowable under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et
seq.
D. Englewood and/or its designated agents(s) (for the purposes of insurance
collectively referred to as “Englewood” in Exhibit F) shall maintain in full force
and effect adequate insurance, in the amounts and coverages outlined in Exhibit
F.
9. TRANSIT EQUITY. RTD has established a Title VI Program. Englewood must adhere
to all conditions in Exhibit E.
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ENGLEWOOD TROLLEY
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10. GENERAL PROVISIONS.
A. Available Funding. This Agreement does not contain any multiple-fiscal year
financial obligations by RTD that extend beyond its current fiscal year. The financial
obligations of RTD under this Agreement shall be subject to and limited by the
appropriation of sufficient funds. RTD Funding for this Agreement, as set out in
Exhibit B, has been budgeted, authorized and appropriated by the RTD Board of
Directors only for the current fiscal year. Nothing herein obligates either Party to
budget, authorize or appropriate funds for any future fiscal year.
B. Other Sources of Funding. Nothing in this Agreement will prevent Englewood
from collecting contributions or fees from entities other than RTD to help defray
costs of providing the Service that are not supported by RTD under this Agreement,
except that RTD shall not be a party to any such third party arrangement.
C. Merger. This Agreement represents the entire agreement between the Parties
with respect to the subject matter hereof and all prior agreements, understandings
or negotiations shall be deemed merged herein. No representations, warranties,
promises or agreements, express or implied, shall exist between the Parties, except
as stated herein
D. Governing Law. This Agreement shall be interpreted and enforced according to
the laws of the State of Colorado, the ordinances of the City, the applicable
provisions of federal law, and the applicable rules and regulations promulgated
under any of them. Venue for any action hereunder shall be in Denver District
Court, Colorado.
E. Communication and Notices. Any notices, bills, invoices or reports required by
this Agreement shall be sufficiently delivered if sent by the Parties in the United
States mail, postage prepaid, or by email to the Parties at the following addresses
specified on Exhibit C. The addresses or contacts may be changed by the Parties
by written notice to the other Party.
F. Term and Termination. This Agreement shall be deemed to have commenced
on January 1, 2022 and shall remain in effect until December 31, 2022 unless earlier
terminated in writing by the Parties or by court order. Unless otherwise agreed,
either Party may terminate this Agreement on sixty (60) calendar days’ written
notice. In the event of termination by RTD for any reason other than default, RTD
shall pay no more than the reimbursable costs of the Services up to the date of
termination. All provisions of this Agreement that provide rights or create
responsibilities for the Parties after termination shall survive termination of this
Agreement. Nothing herein obligates either Party to make funds available for the
Services in any future fiscal year, and nothing herein shall imply funding will be
renewed at the same or any level.
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G. Amendment. The Parties may, by written agreement, amend this Agreement or
the Exhibits to account for changes in RTD Funding and service levels. Nothing
herein obligates either Party to make funds available other than as specifically
provided in the attached Exhibits, and nothing herein shall imply funding or service
will be renewed at the same or any level.
H. Authority. The Parties represent that each has taken all actions that are necessary
or that are required by its procedures, bylaws, or applicable law to legally authorize
the undersigned signatories to execute this Agreement on behalf of the Parties and
to bind the Parties to its terms.
I. No Effect on RTD Rights or Authority. Nothing in this Agreement shall be
construed to limit RTD’s right to establish routes or services or to perform any
functions authorized by C.R.S. § 32-9-101 et. seq.
J. Assignment. Other than as specifically provided herein, the Parties agree that
they will not assign or transfer any of their rights or obligations under this
Agreement without first obtaining the written consent of the other Party.
K. Prohibited Interests. No director, officer, employee, or agent of RTD shall be
interested in any contract or transaction with RTD except in his or her official
representative capacity unless otherwise provided by the RTD Code of Ethics.
L. Severability. 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 the 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 terms or provision
hereof.
M. Waiver. 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 a subsequent breach.
N. No Third-Party Beneficiaries. It is expressly understood and agreed that
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 under this Agreement. It is the express intention
of the Parties to this Agreement that any person or entity other than the Parties
receiving services or benefits under this Agreement be deemed an incidental
beneficiary only.
O. Changes in Law. This Agreement is subject to such modifications as may be
required by changes in City, state or federal law, or their implementing regulations.
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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.
P. Status of Parties.
(1) The Parties agree that the status of each Party shall be that of an
independent contractor to the other, and it is not intended, nor shall it be
construed, that one Party or any officer, employee, agent or contractor of
such Party is an employee, officer, agent, or representative of the other
Party. Nothing contained in the Agreement or documents incorporated by
reference herein or otherwise creates any partnership, joint venture, or
other association or relationship between the Parties. Any approval,
review, inspection, direction or instruction by RTD or any party on behalf
of RTD shall in no way affect either Party’s independent contractor status
or obligation to perform in accordance with this Agreement. Neither Party
has authorization, express or implied, to bind the other to any agreements,
liability, nor understanding except as expressly set forth in this Agreement.
(2) RTD shall have no responsibility for any federal and state taxes and
contributions for Social Security, unemployment insurance, income
withholding tax, and other taxes measured by wages paid to employees
of Englewood and/or its designated agent(s). Englewood acknowledges
that it and its employees are not entitled to workers’ compensation
benefits or unemployment insurance benefits from RTD, unless Englewood
or a third party provides such coverage, and that RTD does not pay for or
otherwise provide such coverage. Englewood shall provide and keep in
force workers’ compensation (and provide proof of such insurance when
requested by RTD) and unemployment compensation insurance in the
amounts required by law, and shall be solely responsible for its own
actions, its employees and agents.
Q. Paragraph Headings. The captions and headings set forth in this Agreement are
for convenience of reference only and shall not be construed so as to define or limit
its terms and provisions.
R. Counterparts. This Agreement may be executed in counterparts. Signatures on
separate originals shall constitute and be of the same effect as signatures on the
same original. Electronic and faxed signatures shall constitute original signatures.
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2022 FUNDING AGREEMENT
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WHEREFORE, the Parties have entered into this Agreement as of the Effective Date.
REGIONAL TRANSPORTATION DISTRICT
By:
Debra A. Johnson
General Manager and CEO
CITY OF ENGLEWOOD
By:
[Name] [Title]
ATTEST:
Approved as to legal form for RTD:
Dana E. Steele
Senior Associate General Counsel
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Othoniel SierraMayor - City of Englewood
Stephanie CarlileCity Clerk
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
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Exhibit A
Description of the Services (2022)
Span of Service:
Weekday- 6:30 AM- 6:30 PM
Saturday- No service provided
Sunday- No service provided
Holidays- No service provided
Service Frequency:
Weekday every 15 minutes
Saturday- Not Applicable
Sunday- Not Applicable
Holidays- Not Applicable
Annual Revenue Hours:
Weekday- 6,120
Saturday- Not Applicable
Sunday- Not Applicable
Holidays- Not Applicable
Total 6,120
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2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
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Exhibit B
Description of the RTD Funding
I. Expenses - January 1, 2022 – December 31, 2022 Not to exceed amount
Operating and Fuel Expense $422,618
II. Deductions - January 1, 2022 – December 31, 2022
RTD Service Deduction $ 63,392
Estimated Farebox Revenue* $ 36,171
* Because the City offers the Trolley as a fare-free service, an average fare that would have
been collected had the City charged RTD’s local fare for the Trolley service has been deducted.
RTD Funding*
$ 422,618 (Expenses)
- $ 99,569 (Deductions)
RTD Funding* $323,055
*The RTD Funding is calculated as the Net Cost of operating the Trolley service up to the amount
set out above. Net Cost is calculated as Expenses (all operating costs for the Trolley including
fuel but not administrative costs) less Deductions.
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2022 FUNDING AGREEMENT
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ENGLEWOOD TROLLEY
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Exhibit C
Communication and Notices – Contacts
For the City of Englewood:
City of Englewood
Community Development Department
1000 Englewood Parkway
Englewood, Colorado 80110
Attn:
For RTD:
Regional Transportation District
1660 Blake Street
Denver, Colorado 80202
Attn: Fred Worthen
303.299.2842
Fred.Worthen@rtd-denver.com
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Exhibit D
Special Provisions
REPORTS. On a monthly basis Englewood and/or its representative will submit a report
to RTD providing a summary of Services. The Monthly Report must include the following:
(1) ridership by day, and hours operated and (2) the number passengers, wheelchairs and
bikes and (3) the number of days, hours and a monthly breakdown showing boardings
per hour and by day.
ADDITIONAL RECORD KEEPING AND REPORTING REQUIREMENTS. In addition
to the requirements set out in Section 6 of the Agreement, Englewood or its designated
agent will maintain and make available for RTD audit, records of passenger boarding’s,
passenger mileage, vehicle mileage, and any other information RTD requests. Data
required by NTD of Parties shall be kept in accordance with FTA requirements and
regulations.
MARKETING MATERIALS. Englewood will provide RTD with copies of any proposed
marketing materials for the Services. RTD will have 10 business days to review any
materials and provide comment to Englewood. Englewood will have final say on any
issues related to marketing materials or marketing plans.
DRUG AND ALCOHOL TESTING PROGRAM. Englewood shall require its contractor
providing the Services to establish and implement a drug and alcohol testing program
that complies with 49 C.F.R. Part 40 and Part 655, and permit any authorized
representative of the United States Department of Transportation or its operating
administrations, the State Oversight Agency of Colorado, or the Regional Transportation
District, to inspect the facilities and records associated with the implementation of the
drug and alcohol testing program as required under 49 CFR Part 40 and 655 and review
the testing process. Englewood further agrees to certify annually its compliance with
Part 40 and 655 before December 31st of every year and to submit the Management
Information System (MIS) reports no later than February 15thof every year to the
Substance Abuse Testing Department, Regional Transportation District, 1660 Blake
Street, Denver, CO 80202. To certify compliance, Englewood will use the “Substance
Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal
Transit Administration Grants and Cooperative Agreements,” which is published annually
in the Federal Register.
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Exhibit E
Transit Equity
Transit Equity
RTD has established a Title VI Program in pursuit of transit equity and compliance with Title VI
of the Civil Rights Act of 1964, 49 CFR Part 21, Executive Order 12898 (Environmental Justice),
and applicable requirements. The objectives of RTD’s Title VI Program include:
1. Ensure that the level and quality of public transportation service is provided in a
nondiscriminatory manner;
2. Promote full and fair participation in public transportation decision-making without
regard to race, color, or national origin;
3. Ensure meaningful access to transit-related programs and activities by persons with
limited English proficiency.
For the purposes of achieving these objectives, Englewood will be treated as an extension of
RTD for compliance with the objectives of Title VI.
Englewood agrees to operate its RTD funded services without discrimination based on race,
color, or national origin in accordance with RTD’s Title VI Program. Pursuant to compliance with
RTD’s Title VI Program, Englewood shall:
1. Post a notice regarding the RTD funded service containing the following language: This
service is funded in partnership with RTD. RTD operates its programs and services
without regard to race, color, and national origin in accordance with Title VI of the Civil
Rights Act of 1964. Any person who believes they have been subjected to unlawful
discrimination under Title VI may file a complaint with RTD.
To file a complaint or obtain more information regarding RTD’s complaint procedures,
visit https://www.rtd-denver.com/reports-and-policies/title-vi-policy, call 303-299-6000;
email titlevicomplaints@rtd-denver.com; or visit RTD’s administrative office at 1660
Blake Street, Denver, CO 80202.
a. Englewood must post a copy of this notice on their website and any vehicles of
services that are RTD funded.
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2. Notify RTD of any written complaints asserting discrimination based on race, color or
national origin involving RTD funded services within 15 calendar days of receipt.
Englewood shall comply with any investigations and requests for information regarding
complaints of discrimination.
Should RTD find that any practice, policy, or procedure of Englewood result in a discriminatory
outcome, RTD will provide specific instructions to Englewood on how corrective action shall be
taken.
Englewood is exempt from the RTD Title VI Program requirements if Englewood is a direct
recipient of federal financial assistance from the FTA. Englewood must annually submit a letter
indicating its direct recipient status to be held exempt from the Title VI Program requirements.
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Exhibit F
REGIONAL TRANSPORTATION DISTRICT
INSURANCE REQUIREMENTS
PUBLIC ENTITY
SELF-INSURANCE ACKNOWLEDGEMENT
Englewood is a governmental entity that is either self-insured for or agrees to maintain the
coverages set forth below. Englewood shall have the right to comply with and satisfy any or all
of its insurance obligations under the Agreement in lieu of actually obtaining the applicable
insurance policies by notifying RTD of Englewood’s election to be self-insured as to the
applicable insurance coverage. The same coverages and limitations prescribed herein shall apply.
If requested by RTD at any time, Englewood shall provide RTD with a letter of such self-
insurance in a form reasonably acceptable to RTD.
In addition, Englewood shall require that its contractors and subcontractors procure and
maintain the following types of insurance, at minimum, with an insurer or insurers and in a form
satisfactory to RTD:
General
All defined terms contained in this Exhibit F shall have the same meaning ascribed to them in
the Agreement.
The contractor shall procure and maintain, and shall require that its subcontractors purchase and
continuously maintain in full force and effect for the Agreement period specified herein, all
insurance policies specified in this Exhibit F. The contractor shall forward updated certificates of
insurance and endorsement(s) when policies are renewed or changed.
The insurance required hereunder shall not be interpreted to relieve the contractor of any
obligations under the Agreement, and liability of contractor under this Exhibit F shall not be
limited to coverage provided under said insurance policies. The contractor and its subcontractors
shall remain solely and fully liable for all deductibles / Self Insured Retentions (SIR’s) and amounts
in excess of the coverage actually realized.
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
Page 16 of 21
Commercial General Liability Insurance
At all times during the performance of the Agreement, the contractor and its subcontractors
shall have and maintain Commercial General Liability Insurance insuring against claims for bodily
injury, property damage, personal injury and advertising injury. By its terms or appropriate
endorsements such insurance shall include the following coverage: Bodily Injury, Property
Damage, Fire Legal Liability, Personal Injury, Blanket Contractual, Independent Contractors,
Premises Operations, Products and Completed Operations Hazard for a minimum of two (2) years
following final completion of the Project or the applicable statute of limitations or statute of
repose, whichever is greater. The policy cannot be endorsed to exclude cause of loss related to
earth movement, explosion, collapse and underground exposures without the specific written
approval of RTD, nor may the policy exclude or limit contractor’s or its subcontractors’ liability
for acts or omissions of any independent contractors or subcontractors, nor may the policy
exclude work of any independent contractor or subcontractor; nor contain any conditions
regarding when coverage is available for acts, omissions or work of a contractor or
subcontractor, nor may the policy limit coverage to a designated premises, nor may the policy
exclude or limit coverage for liability arising from the Products and Completed Operations Hazard.
If any Work performed under this Agreement is within fifty (50) feet of RTD’s light rail or
commuter rail alignment, then the contractor and its subcontractors shall have and maintain ISO
form CG 2417 1001 - Contractual Liability – Railroads.
If Commercial General Liability Insurance or other form with general aggregate limit and products
and completed operations aggregate limit is used, then the aggregate limits shall apply separately
to the Project, or the contractor and/or its subcontractors may obtain separate insurance to
provide the required limit which shall not be subject to depletion because of claims arising out of
any other project or activity of the contractor and/or its subcontractors. General Aggregate limit
applies per construction Project.
The policy or policies must provide the following minimum limits of liability as follows:
Amount of Coverage: $1,000,000 per occurrence
$2,000,000 aggregate
There shall be a separate minimum limit of liability for the Products/Competed Operations
Hazard not included within the General Aggregate.
Amount of Coverage $1,000,000 per occurrence
$2,000,000 aggregate
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
Page 17 of 21
Commercial Automobile Liability Insurance
At all times during the performance of the Agreement, the contractor and its subcontractors
shall have and maintain Automobile Liability Insurance insuring against claims for bodily injury
and property damage arising out of the ownership, maintenance or use of all owned/leased as
well as hired and non-owned vehicles. The Automobile Liability policies shall have minimum limits
of liability as follows:
Amount of Coverage: $1,000,000 combined single limit
Workers’ Compensation and Employer’s Liability Insurance
At all times during performance of the Agreement, the contractor and its subcontractors shall
each have and maintain Workers’ Compensation Insurance sufficient to meet its statutory
obligations to provide benefits for their contractual and statutory employees with claims of bodily
injury or occupational disease (including resulting death).
The contractor and its subcontractors shall each provide Employer’s Liability Insurance covering
their legal obligation to pay damages because of bodily injury or occupational disease (including
resulting death) sustained by their contractual and statutory employees with minimum limits of
liability as follows:
Amount of Coverage: $500,000 bodily injury by accident
$500,000 bodily injury by disease
$1,000,000 policy limit
Umbrella/Excess Liability
At all times during performance of the Agreement, the contractor and its subcontractors shall
have and maintain Umbrella and Excess Liability insurance on a following form basis with limits
of liability in a minimum amount as follows for a minimum of two (2) years following final
completion of the Project or the applicable statute of limitations or statute of repose, with
minimum liability limits as follows:
Amount of Coverage: $1,000,000 per occurrence
$1,000,000 aggregate
This excess insurance shall follow form and be at least as broad as the contractor’s and/or its
subcontractors primary Commercial General Liability (including additional insureds), Commercial
Auto Liability, and Employer’s Liability insurance. The above insurance levels may be met through
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
Page 18 of 21
any combination of primary insurance and excess liability/umbrella insurance so long as the total
amount meets the stated minimum requirements.
Professional Liability
When a contractor, subcontractor, vendor or supplier has a professional designation or license
and/or is providing professional services, at all times during the performance of this Agreement,
the contractor and/ or subcontractors shall have and maintain a Professional Liability (Error and
Omissions) policy. This insurance shall be maintained for the duration of the Agreement and
for a minimum of two (2) years following completion of the Agreement or the applicable statute
of limitation or statute of repose, whichever is greater. The minimum limit for architects and
engineers is $5,000,000 per claim and in the aggregate and may be increased depending upon
the nature of the services to be provided to RTD. The minimum limits of liability for other
contractors and/or subcontractors is:
Amount of Coverage: $2,000,000 per claim
$2,000,000 aggregate
Cyber Risk Insurance
When a contractor, subcontractor, vendor, supplier or any third-party will be using, storing
or accessing private, confidential or protected information on behalf of RTD, at all times
during the performance of this Agreement, the contractor, subcontractor, vendor,
supplier or third-party shall have and maintain a Cyber Risk Insurance policy. This
insurance shall be maintained for the duration of the Agreement and a minimum of (2)
two years following completion of the Agreement with minimum limits of liability as
follows.
Amount of Coverage: $5,000,000 per occurrence
$5,000,000 aggregate
The policy shall include the following types of coverage:
Security Breach – Liability
Network Security & Privacy
Media Liability
Regulatory Defense & Penalties
Privacy Breach Costs
PCI Fines and Penalties
Data Restoration Costs and Expenses
Network Business Interruption
Cyber Extortion and Terrorism
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
Page 19 of 21
Security Breach Expense
Public Relations
Business Income and Extra Expense
Employee Privacy Liability
Endorsements, Waivers and Related Requirements
Prior to performing any Work, the contractor shall furnish RTD with proof of insurance and a
certificate of insurance for each of the contractor’s and each of its subcontractors’ policies. All
insurance policies required hereunder shall contain or be endorsed to contain the following
provisions:
1. The contractor and its subcontractors shall request their insurance policies contain language
requiring the insurer to provide RTD with 30 days’ advance notice of cancellation of policies
by Registered or Certified mail. Regardless, the contractor and its subcontractors shall be
responsible to immediately notify RTD in writing by email of any changes to, cancelations of
or notices of an insurer’s intent to not renew its insurance. Such notice shall be provided no
later than 24 hours after the contractor or any of its subcontractors receives notice of any
changes, cancellations or notice of an insurer’s intent to not renew. Failure to provide the
notice shall be breach of the Agreement and the Agreement may be terminated. Any notice
of changes, cancellation or intent to not renew shall be provided to the designated RTD
Department or Division as provided herein. Such notice requirement does not waive the
insurance requirements contained herein.
2. For the insurance specified herein, RTD and its members, directors, officers, employees and
agents shall be named as an additional insured (except Workers’ Compensation). Coverage
shall be provided by Forms CG 2038 (ongoing operations) and CG 2040 (completed
operations) or by an alternative endorsement approved by RTD.
3. For the insurance specified herein, the contractor’s and its subcontractors’ insurance shall be
primary and non-contributory insurance with respect to the contractor’s and its
subcontractors’ insurance for RTD and its members, directors, officers, employees and agents.
contractor and subcontractor policy/policies shall contain ISO Form 2001 04 13, or such other
form or endorsement approved by RTD.
4. The insurance specified herein shall contain an express waiver of subrogation in favor of RTD
as by ISO form CG 2453 or CG 2404. The contractor and its subcontractors and their agents
and employees waive all rights of subrogation against RTD for any liability and workers’
compensation claims they incur in relation to the Agreement and agree to have all such
policies appropriately endorsed with a Waiver of Subrogation endorsement.
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
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5. The insurance shall apply separately to each insured and additional insured party against
whom a claim is made or suit is brought, except with respect to the limits of the insurer’s
liability.
6. The amount of insurance must be at least equal to the limits of liability required herein.
Acceptable Insurance Company
The insurance company providing any of the insurance coverage required herein shall have at a
minimum an AM Best Key Rating of A, with a Financial Strength of VII or higher, (i.e., A VII, A
VIII, A IX, A X, etc.) or equivalent from similar rating agency and shall be subject to prior approval
by RTD. Each insurance company’s rating as shown in the latest AM Best Key Rating Guide shall
be fully disclosed and entered on the required certificate of insurance.
Premiums, Deductibles and Self-Insured Retentions
The contractor and its subcontractors shall be responsible for payment of premiums for all of the
insurance coverages required hereunder. The contractor and its subcontractors further agree that
for each claim, suit or action made against insurance provided hereunder, with respect to all
matters for which the contractor and its subcontractors are responsible hereunder, the contractor
and its subcontractors shall be solely responsible for all deductibles and self-insured retentions.
Any deductibles or self-insured retentions over $25,000 in the contractor’s and its subcontractors’
insurance must be declared and approved in writing by RTD prior to entry upon, above or adjacent
to RTD property and prior to commencement of any Work under the Agreement.
.
Certificate of Insurance
The contractor will deliver to the designated RTD Department or Division a certificate of insurance
with respect to each required policy to be provided by the contractor and its subcontractors. The
required certificates must be signed by the authorized broker or agent representative of the
insurance company shown on the certificate and authorized to bind the named underwriter(s)
and their company to the coverage, limits and termination provisions shown thereon. All
endorsements, waivers, and related requirements described above shall be attached to the
certificates of insurance when submitted to RTD. A certified, true and exact copy of each
insurance policy (including renewal policies) required under this Agreement shall be provided to
RTD if so requested within three (3) days.
Maintenance of Coverage and Renewal Policies
No less than 21 calendar days prior to the expiration date of any policy to be provided by the
contractor and its subcontractors, the contractor shall promptly deliver to RTD proof of insurance
required by the terms specified herein for at least the next twelve months after the expiration
date of any policy. Such insurance may be either a renewal policy or a new policy or policies.
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A
2022 FUNDING AGREEMENT
FOR RTD FUNDING OF LOCAL TRANSPORTATION SERVICES
ENGLEWOOD TROLLEY
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No Recourse
There shall be no recourse by any party, insurer, the contractor or its subcontractors against RTD
for the payment of premiums, deductibles, self-insured retentions or other amounts with respect
to the insurance required from the contractor or its subcontractors.
Failure to Provide or Maintain Insurance Coverages
The contractor’s failure to have or maintain, or failure to require its subcontractors to have or
maintain, any of the insurance coverage required herein shall constitute a breach of the
Agreement. In addition to the remedies that RTD may have under the insurance specified
herein, RTD may take whatever action is necessary to maintain the current policies in effect
(including the payment of any premiums that may be due and owing by the contractor or its
subcontractors) or RTD may procure substitute insurance. The contractor is responsible for any
costs incurred by RTD in maintaining the insurance coverage required by the terms specified
herein or providing substitute insurance. Such costs may be charged to the contractor or may be
deducted from any sums due and owing to the contractor.
DocuSign Envelope ID: 9C9C3C4F-DF18-4364-AA62-7B9DD01AE87A