HomeMy WebLinkAbout2021 Ordinance No. 032
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BY AUTHORITY
ORDINANCE NO. 32 COUNCIL BILL NO. 30
SERIES OF 2021 INTRODUCED BY COUNCIL
MEMBER RUSSELL
AN ORDINANCE APPROVING AN INTERGOVERNMENTAL
AGREEMENT (IGA) REGARDING STATE SENATE BILL 8,
TRAFFIC CONTROL DEVICES MAINTENANCE CONTRACT,
ALLOWING THE COLORADO DEPARTMENT OF
TRANSPORTATION TO REIMBURSE THE CITY FOR COSTS OF
TRAFFIC CONTROL DEVICES, OPERATIONS AND
MAINTENANCE.
WHEREAS, the Englewood City Council previously approved several
ordinances entering into agreements with the Colorado Department of
Transportation (CDOT) allowing CDOT to reimburse Englewood for costs
associated with highway maintenance services on state highways within
Englewood city limits;
WHEREAS, Sections 43-2-102 and 43-2-103 C.R.S. require the state to
maintain state highways; and Section 43-2-135(1)(i) C.R.S. requires the state to
install, operate, maintain and control, at state expense, all traffic control devices
on state highways within cities;
WHEREAS, by the adoption of Colorado State Senate Bill No. 8 of 1974,
CDOT assumes responsibility for all traffic control devices in the state highway
system within local jurisdictions, including the costs associated with the above-
mentioned functions;
WHEREAS, since CDOT does not have the necessary personnel and
equipment levels to accomplish these obligations, the city has entered into
numerous contracts with CDOT for reimbursement of costs linked with the city’s
operation and maintenance services of traffic control devices on state highways;
WHEREAS, state highways within the City of Englewood for which the city
provides these services include Belleview Avenue and Highway 285;
WHEREAS, the City Council of the City of Englewood, Colorado, approved
an intergovernmental agreement (IGA) regarding State Senate Bill No. 8, Traffic
Control Devices Maintenance Contract, allowing the CDOT to reimburse the city
for costs for traffic control devices, operations and maintenance by the passage of
ordinance 3, series of 2009/2010 for a 5-year period;
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WHEREAS, City Council of the City of Englewood, Colorado, approved an
IGA regarding State Senate Bill 8, Traffic Control Devices Maintenance Contract,
allowing CDOT to reimburse the city for costs for traffic control devices, operations
and maintenance by the passage of ordinance 20, series of 2016 for a 5-year
period;
WHEREAS, CDOT recently requested that the Senate Bill 8 contract
currently in place with the city be renewed for a 1-year period;
WHEREAS, no federal funds are being used for this project; and
WHEREAS, the passage of this ordinance approves the negotiated
reimbursement rate of $61,200.00 for a period of one (1) year.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS:
Section 1. The City Council of the City of Englewood, Colorado hereby
authorizes the Intergovernmental Agreement (IGA) between the Colorado
Department of Transportation and the City of Englewood, Colorado, for CDOT to
reimburse the City of Englewood for costs associated with highway maintenance
services on state highways within the City of Englewood, Colorado, city limits in
the amount of $61,200.00 for a one-year period, a copy is attached hereto as
Exhibit A
Section 2. The Mayor is hereby authorized to sign and the City Clerk to
attest said IGA between CDOT for and on behalf of the City of Englewood,
Colorado.
Introduced, read in full, and passed on first reading on the 19th day of July,
2021.
Published by Title as a Bill for an Ordinance in the City’s official newspaper on
the 22nd day of July, 2021.
Published as a Bill for an Ordinance on the City’s official website beginning on
the 21st day of July, 2021 for thirty (30) days.
Read by Title and passed on final reading on the 2nd day of August, 2021.
Published by Title in the City’s official newspaper as Ordinance No. 32,
Series of 2021, on the 5th day of August, 2021.
Published by title on the City’s official website beginning on the 4th day of
August, 2021 for thirty (30) days.
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This Ordinance shall take effect thirty (30) days after publication following
final passage.
Linda Olson, 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. 32, Series of 2021.
Stephanie Carlile
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(State $Traffic Mtce) Rev 10/03
CITY OF ENGLEWOOD Region: 1 (vjm)
CONTRACT
THIS AGREEMENT is entered into by and between the CITY OF ENGLEWOOD (hereinafter called the “Local
Agency” or “City”), and the STATE OF COLORADO acting by and through the Department of Transportation
(hereinafter called the “State” or “CDOT”).
RECITALS:
1. Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient
uncommitted balance thereof remains available for payment of project and Local Agency costs. Contract
Encumbrance Amount: $61,200.00.
2. Required approval, clearance and coordination have been accomplished from and with appropriate agencies.
3. Section 43-2-102 and 103, C.R.S., require the State to maintain State highways (including where such highways
extend through a city or an incorporated town), and Section 43-2-135(1)(i), C.R.S., as amended, requires the State
to install, operate, maintain and control, at State expense, all traffic control devices on the State highway system
within cities and incorporated towns.
4. The parties desire to enter this contract for the Local Agency to provide some or all of the certain Highway
maintenance services on State highways that are the responsibility of the State under applicable law, and for the
State to pay the Local Agency a reasonable negotiated fixed rate for such services.
5. The parties also intend that the Local Agency shall remain responsible to perform any services and duties on State
highways that are the responsibility of the Local Agency under applicable law, at its own cost.
6. The State and the Local Agency have the authority, as provided in Sections 29-1-203, 43-1-106, 43-2-103,
43-2-104, and 43-2-144, C.R.S., as amended, and if applicable, in an ordinance or resolution duly passed and
adopted by the Local Agency, to enter into contract with the Local Agency for the purpose of maintenance of
traffic control devices on the State highway system as hereinafter set forth.
7. The Local Agency has adequate facilities to perform the desired maintenance services on State highways within
its jurisdiction.
THE PARTIES NOW AGREE THAT:
Section 1. Scope of Work
The Local Agency shall perform all maintenance services for the specified locations located within the Local Agency's
jurisdiction and described in Exhibit A. Such services and highways are further detailed in Section 5.
Section 2. Order of Precedence
In the event of conflicts or inconsistencies between this contract and its exhibits, such conflicts or inconsistencies shall
be resolved by reference to the documents in the following order of priority:
1. Special Provisions contained in section 22 of this contract
2. This contract
3. Exhibit A (Scope of Work)
4. Exhibit C (Option Letter)
5. Exhibit D (Encumbrance Letter).
Section 3. Term
This contract shall be effective upon the date signed/approved by the State Controller, or designee, or on July 1,
2021, whichever is later. The term of this contract shall be through June 30,2022. Provided, however, that the
State's financial obligation for each subsequent, consecutive fiscal year of that term after the first fiscal year shall be
subject to and contingent upon funds for each subsequent year being appropriated, budgeted, and otherwise made
available therefor.
Section 4. Project Funding and Payment Provisions
A. The Local Agency has estimated the total cost of the work and is prepared to accept the State funding for the
work, as may be evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized
representatives of the Local Agency, which expressly authorizes the Local Agency to enter into this contract and
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to complete the work under the project. A copy of any such ordinance or resolution is attached hereto and
incorporated herein as Exhibit B.
B. Subject to the terms of this contract, for the satisfactory performance of the maintenance services on the
Highways, as described in Section 5, the State shall pay the Local Agency on a lump sum basis, payable in
monthly installments, upon receipt of the Local Agency's Statements, as provided herein.
C. The State shall pay the Local Agency for the satisfactory operation and maintenance of traffic control devices
under this agreement at the rates described in Exhibit A.
D. The Local Agency will provide maintenance services as described in Exhibit A, for a total maximum amount
of $61,200.00 per State fiscal year, and a maximum contract total shall not exceed $61,200.00. The negotiated
rate per location shall remain fixed for the full one-year term of the contract, unless this rate is renegotiated in
accord with the procedure set forth herein in Section 17. The total payments to the Local Agency during the term
of this contract shall not exceed that maximum amount, unless this contract is amended. The Local Agency will
bill the State monthly and the State will pay such bills within 45 days.
E. The Statements submitted by the Local Agency for which payment is requested shall contain an adequate
description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that
performance, and on which specific sections of the highways such services were performed, in accord with
standard Local Agency billing standards.
F. If the Local Agency fails to satisfactorily perform the ma intenance services or if the Statement submitted by the
Local Agency does not adequately document the payment requested, after notice thereof from the State, the State
may deduct and retain a proportionate amount from the monthly payment, based on the above rate, for that
segment or portion.
Section 5: State & Local Agency Commitments:
A. The Local Agency shall perform the maintenance services for the certain State highway system locations
described herein. Such services and locations are detailed in Exhibit A.
B. The Local Agency shall operate and maintain the specific traffic control devices, and at the particular locations,
all as listed on Exhibit A, in a manner that is consistent with current public safety standards on State highways
within its jurisdictional limits, and in conformance with applicable portions of the "Manual on Uniform Traffic
Control Devices" and the "Colorado Supplement" thereto, which are referred to collectively as the "Manual" and
which are incorporated herein by reference as terms and conditions of this agreement. The Local Agency shall
provide all personnel, equipment, and other services necessary to satisfactorily perform such operation and
maintenance.
C. The Parties shall have the option to add or delete, at any time during the term of this agreement and subject to
§17 of this agreement, one or more specific traffic control devices to the list shown in Exhibit A and therefore
amend the maintenance services to be performed by the Local Agency under this agreement. The State may amend
Exhibit A by written notice to the Local Agency using an Option Letter substantially equivalent to Exhibit C.
D. The Local Agency may propose, in writing, other potential specific traffic control devices to
be operated and maintained by the Local Agency during the term of this agreement, based on the same rates that
had been initially agreed to by the Local Agency in Exhibit A. If the State determines in writing that operation
and maintenance of those other devices by the Local Agency is appropriate, and is desirable to the State, and if
the State agrees to add such devices to this agreement, then the State shall, by written Option Letter issued to the
Local Agency in a form substantially equivalent to Exhibit C, add such devices to this contract.
E. The Local Agency shall perform all maintenance services on an annual basis. The Local Agency's performance
of such services shall comply with the same standards that are currently used by the State for the State's
performance of such services, for similar type highways with similar use, in that year, as determined by the State.
The State's Regional Transportation Director, or his representative, shall determine the then current applicable
maintenance standards for the maintenance services. Any standards/directions provided by the State's
representative to the Local Agency concerning the maintenance services shall be in writing. The Local Agency
shall contact the State Region office and obtain those standards before the Local Agency performs such services.
Section 6. Record Keeping
The Local Agency shall maintain a complete file of all records, documents, communications, and other written
materials that pertain to the costs incurred under this contract. The Local Agency shall maintain such records for a
period of three (3) years after the date of termination of this contract or final payment hereunder, whichever is later,
or for such further period as may be necessary to resolve any matters which may be pending. The Local Agency shall
make such materials available for inspection at all reasonable times and shall permit duly authorized agents and
employees of the State and, if applicable, FHWA to inspect the project and to inspect, review and audit the project
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records.
Section 7. Termination Provisions
This contract may be terminated as follows:
A.This contract may be terminated by either party, but only at the end of the State fiscal year (June 30), and only
upon written notice thereof sent by registered, prepaid mail and received by the non-terminating party, not later
than 30 calendar days before the end of that fiscal year. In that event, the State shall be responsible to pay the
Local Agency only for that portion of the highway maintenance services actually and satisfactorily performed up
to the effective date of that termination, and the Local Agency shall be responsible to provide such services up to
that date, and the parties shall have no other obligations or liabilities resulting from that termination.
Notwithstanding subparagraph A above, this contract may also be terminated as follows:
B.Termination for Convenience. The State may terminate this contract at any time the State determines that the
purposes of the distribution of moneys under the contract would no longer be served by completion of the project.
The State shall effect such termination by giving written notice of termination to the Local Agency and specifying
the effective date thereof, at least twenty (20) days before the effective date of such termination.
C.Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill, in a timely and proper manner,
its obligations under this contract, or if the Local Agency shall violate any of the covenants, agreements, or
stipulations of this contract, the State shall thereupon have the right to terminate this contract for cause by giving
written notice to the Local Agency of its intent to terminate and at least ten (10) days opportunity to cure the
default or show cause why termination is otherwise not appropriate. In the event of termination, all finished or
unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports or other material
prepared by the Local Agency under this contract shall, at the option of the State, become its property, and the
Local Agency shall be entitled to receive just and equitable compensation for any services and supplies delivered
and accepted. The Local Agency shall be obligated to return any payments advanced under the provisions of this
contract.
Notwithstanding the above, the Local Agency shall not be relieved of liability to the State for any damages
sustained by the State by virtue of any breach of the contract by the Local Agency, and the State may withhold
payment to the Local Agency for the purposes of mitigating its damages until such time as the exact amount of
damages due to the State from the Local Agency is determined.
If after such termination it is determined, for any reason, that the Local Agency was not in default or that the
Local Agency’s action/inaction was excusable, such termination shall be treated as a termination for convenience,
and the rights and obligations of the parties shall be the same as if the contract had been terminated for
convenience, as described herein.
D.Termination Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid,
reimbursed, or otherwise compensated with federal and/or State funds which are available to the State for the
purposes of contracting for the project provided for herein, and therefore, the Local Agency expressly understands
and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon
availability of such funds to the State. In the event that such funds or any part thereof are not available to the
State, the State may immediately terminate or amend this contract.
Section 8. Legal Authority
The Local Agency warrants that it possesses the legal authority to enter into this contract and that it has taken all
actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize
its undersigned signatory to execute this contract and to bind the Local Agency to its terms. The person(s) executing
this contract on behalf of the Local Agency warrants that such person(s) has full authorization to execute this contract.
Section 9. Representatives and Notice
The State will provide liaison with the Local Agency through the State's Region Director, Region 1, 2829 West
Howard Place, Denver, CO 80204. Said Region Director will also be responsible for coordinating the State's activities
under this contract and will also issue a "Notice to Proceed" to the Local Agency for commencement of the work. All
communications relating to the day-to-day activities for the work shall be exchanged between representatives of the
State’s Transportation Region 1 and the Local Agency. All communication, notices, and correspondence shall be
addressed to the individuals identified below. Either party may from time to time designate in writing new or substitute
representatives.
If to State If to the Local Agency
CDOT Region: 1 City of Englewood
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Maria D’Andrea
Director of Public Works
1000 Englewood Parkway
Englewood, CO 80110
Chris Vokurka, PE, PTOE
Project Manager
2829 W. Howard Place
Denver, CO 80204
303-512-4058 303-762-2511
Section 10. Successors
Except as herein otherwise provided, this contract shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
Section 11. Third Party Beneficiaries
It is expressly understood and agreed that the enforcement of the terms and conditions of this contract and all rights
of action relating to such enforcement, shall be strictly reserved to the State and the Local Agency. Nothing contained
in this contract shall give or allow any claim or right of action whatsoever by any other third person. It is the express
intention of the State and the Local Agency that any such person or entity, other than the State or the Local Agency
receiving services or benefits under this contract shall be deemed an incidental beneficiary only.
Section 12. Governmental Immunity
Notwithstanding any other provision of this contract to the contrary, 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, protection, or other
provisions of the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as now or hereafter amended.
The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence
of the State of Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and
limited by the provisions of § 24-10-101, et seq., C.R.S., as now or hereafter amended and the risk management
statutes, §§ 24-30-1501, et seq., C.R.S., as now or hereafter amended.
Section 13. Severability
To the extent that this contract may be executed and performance of the obligations of the parties may be accomplished
within the intent of the contract, the terms of this contract are severable, and should any term or provision hereof be
declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any
other term or provision hereof.
Section 14. Waiver
The waiver of any breach of a term, provision, or requirement of this contract shall not be construed or deemed as a
waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision or
requirement.
Section 15. Entire Understanding
This contract is intended as the complete integration of all understandings between the parties. No prior or
contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless
embodied herein by writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall
have any force or effect unless embodied in a writing executed by the parties and approved pursuant to the State Fiscal
Rules.
Section 16. Survival of contract Terms
Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this
contract and the exhibits and attachments hereto which may require continued performance, compliance or effect
beyond the termination date of the contract shall survive such termination date and shall be enforceable by the State
as provided herein in the event of such failure to perform or comply by the Local Agency.
Section 17. Modification and Amendment
This contract is subject to such modifications as may be required by changes in federal or State law, or their
implementing regulations. Any such required modification shall automatically be incorporated into and be part of this
contract on the effective date of such change as if fully set forth herein. Except as provided above, no modification of
this contract shall be effective unless agreed to in writing by both parties in an amendment to this contract that is
properly executed and approved in accordance with applicable law.
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A. Amendment
Either party may suggest renegotiation of the terms of this contract, provided that the contract shall not be subject
to renegotiation more often than annually, and that neither party shall be required to renegotiate. If the parties
agree to change the provisions of this contract, the renegotiated terms shall not be effective until this contract is
amended/modified accordingly in writing. Provided, however, that the rates will be modified in accordance with
applicable cost accounting principles and standards (including sections 24-107-101, et seq., C.R.S. and
implementing regulations), and be based on an increase/decrease in the "allowable costs" of performing the Work.
Any such proposed renegotiation shall not be effective unless agreed to in writing by both parties in an amendment
to this contract that is properly executed and approved by the State Controller or delegee. Any such rate change
will go into effect on the first day of the first month following the amendment execution date.
B. Option Letter
a. The State may increase/decrease the quantity of goods/services described in Exhibit A at the same unit prices
(rates) originally established in the contract. The State may exercise the option by written notice to the Local
Agency in a form substantially equivalent to Exhibit C.
b. As a result of increasing/decreasing the locations, the State may also unilaterally increase/decrease the
maximum amount payable under this contract based upon the unit prices (rates) originally established in the
contract and the schedule of services required, as set by the terms of this contract. The State may exercise the
option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit
C, immediately upon signature of the State Controller or an authorized delegate. The Option Letter shall not
be deemed valid until signed by the State Controller or an authorized delegate. Any such rate change will go
into effect on the first day of the first month following the option letter execution date.
C. State Encumbrance Letter
The State may encumber the funds up to the maximum amount allowed during a given fiscal year by unilateral
execution of an encumbrance letter in a form substantially equivalent to Exhibit D. The State shall provide a fully
executed encumbrance letter to the Local Agency after execution. Delivery/performance of the goods/services
shall continue at the same rate and under the same terms as established in the contract.
Section 18. Disputes
Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract,
which is not disposed of by agreement, will 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, the Local Agency mails or otherwise furnishes to the State a written appeal
addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding
under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of
its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the
performance of the contract in accordance with the Chief Engineer’s decision. The decision of the Executive Director
or his duly authorized representative for the determination of such appeals will be final and conclusive and serve as
final agency action. This dispute clause does not preclude consideration of questions of law in connection with
decisions provided for herein. Nothing in this contract, however, shall be construed as making final the decision of
any administrative official, representative, or board on a question of law.
Section 19. Does not supersede other agreements
This contract is not intended to supersede or affect in any way any other agreement (if any) that is currently in effect
between the State and the Local Agency for other “maintenance services” on State Highway rights-of-way within the
jurisdiction of the Local Agency. Also, the Local Agency shall also continue to perform, at its own expense, all such
activities/duties (if any) on such State Highway rights-of-ways that the Local Agency is required by applicable law to
perform.
Section 20. SubLocal Agencys
The Local Agency may subcontract for any part of the performance required under this contract, subject to the Local
Agency first obtaining approval from the State for any particular subLocal Agency. The State understands that the
Local Agency may intend to perform some or all of the services required under this contract through a subLocal
Agency. The Local Agency agrees not to assign rights or delegate duties under this contract [or subcontract any part
of the performance required under the contract] without the express, written consent of the State, which shall not be
unreasonably withheld. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding
only upon the parties hereto and their respective successors and assigns.
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Section 21. 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 any time thereafter, this § 21. Statewide Contract Management System applies.
Local Agency agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103-
601, §24-103.5-101 and §24-105-102 concerning the monitoring of Local Agency performance on state contracts
and inclusion of contract performance information in a Statewide contract management system.
Local Agency’s performance shall be subject to evaluation and review in accordance with the terms and conditions of
this contract, State law, including CRS §24-103.5-101, and State fiscal rules, policies and guidance. Evaluation and
review of the Local Agency’s performance shall be part of the normal contract administration process and Local
Agency’s performance will be systematically recorded in the statewide contract management system. Areas of
evaluation and review shall include, but shall not be limited to, quality, cost and timeliness. Collection of information
relevant to the performance of Local Agency’s obligations under this contract shall be determined by the specific
requirements of such obligations and shall include factors tailored to match the requirements of Local Agency’s
obligations. Such performance information shall be entered into the Statewide contract management system at
intervals established herein and a final evaluation, review and rating shall be rendered within 30 days of the end of the
contract term. Local Agency shall be notified following each performance evaluation and review, and shall address or
correct any identified problem in a timely manner and maintain work progress.
Should the final performance evaluation and review determine that Local Agency demonstrated a gross failure to meet
the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel
and Administration (Executive Director), upon request by the Department of Transportation, and showing of good
cause, may debar Local Agency and prohibit Local Agency from bidding on future contracts. Local Agency may
contest the final evaluation, review and rating by: (a) filing rebuttal statements, which may result in either removal or
correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the debarment
protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the
debarment and reinstatement of Local Agency, by the Executive Director, upon showing of good cause.
Section 22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this
Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall
not be valid until it has been approved by the State’s Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its departments,
boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the
provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims
Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501,
et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or
implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State.
Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled
to unemployment insurance or workers compensation benefits through the State and the State shall not
pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor
shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and
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unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when
requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution,
and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts
with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be
filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the
State to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury,
or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing
in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this
Contract that limits Contractor’s liability that is not void under this section shall apply only in excess of any
insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to
any limitations of liability of this Contract.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has
and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the
State determines that Contractor is in violation of this provision, the State may exercise any remedy available at
law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and
any remedy consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire
any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s
services and Contractor shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller
may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i)
unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other
charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the
Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund;
and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The
State may also recover, at the State’s discretion, payments made to Contractor in error for any reason, including,
but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor
by deduction from subsequent payments under this Contract, deduction from any payment due under any other
contracts, grants or agreements between the State and Contractor, or by any other appropriate method for
collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services
or fund management services, sponsored projects, intergovernmental agreements, or information technology
services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ
or contract with an illegal alien who will perform work under this Contract and will confirm the employment
eligibility of all employees who are newly hired for employment in the United States to perform work under this
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Contract, through participation in the E-Verify Program or the State verification program established pursuant to
§8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform
work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the
Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract.
Contractor (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor
and Employment (“Department Program”) to undertake pre-employment screening of job applicants while this
Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of
higher education within 3 days if Contractor has actual knowledge that a Subcontractor is employing or
contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a
Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice,
and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-
17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the
Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or
political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work
status of such employee, and shall comply with all of the other requirements of the Department program. If
Contractor fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting
State agency, institution of higher education or political subdivision may terminate this Contract for breach and,
if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of
perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law,
(ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of
identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract.
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Section 23. SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
* Persons signing for the Local Agency hereby swear and affirm that they are authorized to act on the Local
Agency’s behalf and acknowledge that the State is relying on their representations to that effect.
THE LOCAL AGENCY
CITY OF ENGLEWOOD
Name:_______________________________________
(print name)
Title: _______________________________________
(print title)
____________________________________________
*Signature
Date:_________________________________________
STATE OF COLORADO
Jared S. Polis
Department of Transportation
By___________________________________________
Stephen Harelson, P.E., Chief Engineer
(For) Shoshana M. Lew, Executive Director
Date:_________________________________________
2nd Local Agency Signature if needed
Name:_______________________________________
(print name)
Title: _______________________________________
(print title)
____________________________________________
*Signature
Date:_________________________________________
STATE OF COLORADO
LEGAL REVIEW
Philip J. Weiser, Attorney General
By___________________________________________
Signature – Assistant Attorney General
Date:_________________________________________
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State agreements. This agreement is not valid until signed
and dated below by the State Controller or delegate. The Local Agency 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 OF COLORADO
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ______________________________________
Colorado Department of Transportation
Date:______________________________________
DocuSign Envelope ID: 83D3000C-32EC-485C-AA70-DA0353427745
Exhibit A - Page 1 of 2
EXHIBIT A - SCOPE OF WORK
Englewood SB-8 FY 22 Traffic MTCE
Traffic Maintenance
List of Traffic Signal Locations:
SH 88 (Belleview Ave.) at:
Pirate’s Cove
Broadway
Logan St
Clarkson St
(4 signals)
SH 285 (Hampden Ave. / Jefferson Ave.) at:
Inca St
Galapago St
Elati St
Cherokee St
Broadway South Ramp
Broadway North Ramp
Sherman St
Logan St
Clarkson St
Downing St
Gilpin St
(11 signals)
Total number of signals: 15.
Scope of Work:
The City shall operate and maintain the traffic signals and associated pavement markings within
the footprint of the intersection, including stop bars and crosswalks, at the intersection locations
listed above.
Any reconstruction, modification, or improvement initiated by the City or performed as a result of
a City project shall be included in the maintenance provided by the City.
Any reconstruction, modification, or improvement initiated by the State or performed as a result
of a State project shall be paid for separately by the State.
The City shall perform inspections of each location, in all directions, and submit documentation
to CDOT annually by October 10 for each year of this contract. Inspection shall include, but not
be limited to:
o Each signal lens operating and visible
o Signal timing is operating as programmed
o Controller and cabinet are clean and in good repair
o Communication to signal is connected and operating
o Vehicle detection is operating properly
DocuSign Envelope ID: 83D3000C-32EC-485C-AA70-DA0353427745
Exhibit A - Page 2 of 2
o All luminaires attached to signal structure are operating
o Backup power testing
o Signal conflict monitor testing.
Any defects in the items listed above found at these intersections shall be remedied within 24
hours. Defects and remediation shall be documented and kept on file at the City and copied to
CDOT. Any defects not remedied will incur a price reduction in the following month’s
compensation in the amount of $340.00 per intersection.
CDOT will perform structural inspection of overhead signal structural elements and their supports
on a cycle established by the Staff Bridge Branch Ancillary Structures Inspection Program.
CDOT will be responsible for remediation of structural defects requiring foundation, pole, or
mast-arm replacement of CDOT-standard structures. The City shall be responsible for
remediation of structural defects requiring foundation, pole, or mast-arm replacement of non-
CDOT-standard structures as well as remediation of structural defects not requiring foundation,
pole, or mast-arm replacement.
Rate/Cost Schedule:
$340.00 Rate per signal per month
X 15 Signals
$5,100.00 Total monthly cost to maintain signals
$5,100.00 Total monthly payment to local agency
X 12 Months
$61,200.00 Total Annual Not to Exceed Amount
$61,200.00 Total Annual Not to Exceed Amount
X 1 years of the contract
$61,200.00 Total Contract Not to Exceed Amount
DocuSign Envelope ID: 83D3000C-32EC-485C-AA70-DA0353427745
Exhibit B – page 1 of 1
EXHIBIT B – LOCAL AGENCY RESOLUTION
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
(if applicable)
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Exhibit C – Page 1 of 1
SAMPLE IGA OPTION LETTER
Highway or Traffic Maintenance
(This option has been created by the Office of the State Controller for CDOT use only)
Date: State Fiscal Year: Option Letter No. Routing #
Vendor name:
1)SUBJECT:
Change in the amount of goods within current term.
2)REQUIRED PROVISIONS:
In accordance with Section 17 of contract routing number insert FY, agency code & routing #, between the
State of Colorado, Department of Transportation, and insert Local Agency name the state hereby exercises
the option to an increase/decrease in the amount of goods/services at the same rate(s) specified in Exhibit
A.
The amount of the current Fiscal Year contract value (encumbrance) is increased/decreased by $ amount
of change to satisfy services/goods ordered under the contract for the current fiscal year insert fiscal year.
The Contract Encumbrance Amount in Recital 1 is hereby modified to $amount of new annual
encumbrance, and Section 4, B, 1 shall also be modified to show the annual not to exceed amount to
$amount of new annual encumbrance and the Contract (five-year term) not to exceed amount shall be
modified to $amount of the new five-year maximum.
The total contract value to include all previous amendments, option letters, etc. is $insert
accumulated/total encumbrance amount.
3)EFFECTIVE DATE:
The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is
later.
APPROVALS:
State of Colorado:
JARED S. POLIS, GOVERNOR
By: _____________________________________________ Date: __________________
Stephen Harelson, P.E., Chief Engineer, Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not
valid until signed and dated below by the State Controller or delegate. Local Agency is not
authorized to begin performance until such time. If Local Agency begin s performing prior thereto,
the State of Colorado is not obligated to pay Local Agency for such performance or for any goods
and/or services provided hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By: __________________________________
Date: ________________________________
Form date: August 16, 2013
EXHIBIT C - SAMPLE OPTION LETTER
DocuSign Envelope ID: 83D3000C-32EC-485C-AA70-DA0353427745
Exhibit D – Page 1 of 1
ENCUMBRANCE LETTER
Date: State Fiscal Year: Encumbrance Letter No. Routing #:
Orig. IGA: PO:
1)Encumber fiscal year funding in the contract.
2)PROVISIONS: In accordance with Section 4 and Exhibit C of the original Contract routing
number Orig Routing # between the State of Colorado, Department of Transportation, and
Contractor's Name, covering the term July 1, Year through June 30, Year, the State hereby
encumbers funds for the goods/services specified in the contract for fiscal year .
The amount to be encumbered by this Encumbrance Letter is $amount of change. The Total
contract (encumbrance) amount, including all previous amendments, option letters, etc. is
$Insert New $ Amt.
3)EFFECTIVE DATE. The effective date of this Encumbrance Letter is upon approval of the State
Controller.
STATE OF COLORADO
Jared S. Polis, GOVERNOR
Department of Transportation
By:
Stephen Harelson, P.E., Chief Engineer
(For) Shoshana M. Lew, Executive Director
Date: _____________________
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and
dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If
Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such
performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ___________________________________
Department of Transportation
Date: _____________________
EXHIBIT D – SAMPLE ENCUMBRANCE LETTER
DocuSign Envelope ID: 83D3000C-32EC-485C-AA70-DA0353427745