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HomeMy WebLinkAbout2016 Ordinance No. 020• ORDINANCE NO.~ SERIES OF 2016 BY AUTHORITY COUNCIL BD.,L NO. 19 INTRODUCED BY COUNCD., MEMBER GILLIT AN ORDINANCE APPROVJNG 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 (COOT) allowing CDOT to reimburse Englewood for costs associated with highway maintenance services on state highways within Englewood city limits; and WHEREAS, Sections 43-2-102 and 43-2-103 C .R.S. require the State to maintain state highways; and Section 43-2-135(l)(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; and • WHEREAS, by the adoption of Colorado State Senate Bill No. 8 of 1974, COOT assumes responsibility for all traffic control devices in the state highway system within local jurisdictions, including the costs associated with the above mentioned functions; and WHEREAS, since COOT does not have the necessary personnel and equipment levels to accomplish these obligations, the City has entered into numerous contracts with COOT for reimbursement of costs linked with the City's operation and maintenance services of traffic control devices on state highways; and WHEREAS, State highways within the City of Englewood for which we provide these services include Belleview Avenue and Highway 285; and WHEREAS, the City Council of the City of Englewood, Colorado approved an Intergovernmental agreement regarding State Senate Bill 8, Traffic Control Devices Maintenance Contract, allowing the COOT to reimburse the City for costs for traffic control devices, operations and maintenance by the passage of Ordinance No. 3, Series of 2009/2010 for a 5 years period;and WHEREAS, COOT recently requested that the Senate Bill 8 contract currently in place with the City be renegotiated; and WHEREAS, no federal funds are being used for this project; and WHEREAS, the passage of this Ordinance approves the renegotiated reimbursement rate for a period of five (5) years; 1 NOW, THEREFORE, BE IT ORDAlNED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The City Council of Englewood, Colorado, hereby authorizes an intergovernmental agreement (IGA) between the Colorado Department of Transportation and the City of Englewood, Colorado for COOT to reimburse the City of Englewood for costs associated with highway maintenance services on state highways within Englewood City limits in the amount of $61,200 per year for a five 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 COOT for and on behalf of the City of Englewood. Introduced, read in full, and passed on first reading on the 2nd day of May, 2016. Published by Title as a Bill for an Ordinance in the City's official newspaper on the 5th day of May, 2016. Published as a Bill for an Ordinance on the City's official website beginning on the 4th day of May, 2016 for thirty (30) days. Read by title and passed on final reading on the 16th day of May, 2016. Published by title in the City's official newspaper as Ordinance No.~ Series of 2016, on the 19th day of May, 2016. Published by title on the City's official website beginning thirty (30) days. I, Loucrishia A. Ellis, 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.~ Series of 2016. 2 • • • (State STraffic Mtce) City of Englewood Region: HQ (vjm) CONTRACT Rev 10/03 Routing#: 16-HAA-XC-00023 SAP ID#: 331001430 THIS AGREEMENT is entered into by and between City of Englewood (hereinafter called the "Local Agency"), and the State of Colorado acting by and through the Department of Transportation (hereinafter called the "State" or "CDOT"). RECITALS: I. Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient uncommitted balance thereof remains available for payment of project and Local Agency costs in Fund Number 400, Function: <<>>, GL Account: <<>>, WBS Element: <<>> or Cost Center: <<>>, (Contract Encumbrance Amount: $0.00). 2. Required approval, clearance and coordination have been accomplished from and with appropriate agencies. 3. Section 43-2-102 and 103, C.R.S., require the State to maintain state highways (including where such highways extend through a city or an incorporated town), and Section43-2-135(l)(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 Contractor 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 Contractor a reasonable negotiated fixed rate for such services. 5. The parties also intend that the Contractor shall remain responsible to perform any services and duties on state highways that are the responsibility of the Contractor under applicable law, at its own cost. 6. The State and the Contractor 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 in applicable ordinance or resolution duly passed and adopted by the Contractor, to enter into contract with the Contractor for the purpose of maintenance of traffic control devices on the state highway system as hereinafter set forth. 7. The Contractor 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 perfonn 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 S. 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 D (Option Letter) 5. Exhibit E (Encumbrance Letter). Section 3. Term This contract shall be effective upon the date signed/approved by the State Controller, or designee, oron July I, 2016, whichever is later. The term of this contract shall be for a term of FIVE (5) years. 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 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 to complete the Document Buil<kr Generated Page 1 of9 I!' X H I a I T A work under the project. A copy of this ordinance or resolution is attached hereto and incorporated herein as Exhibit B. B. Subject to the terms of this Contract, for the satisfactory perfonnance 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 C. D. The Local Agency will provide Maintenance Services as described in Exhibit A, for a total maximum amount of S61,200.00 per State rascal year, and a maximum contract total shall not exceed the cumulative five-year total ofS306,000.00. The negotiated rate per location shall remain fixed for the full five-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 60 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 Maintenance 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 Unifonn 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 persoMel, 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 perfonned 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 D. 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 C. 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 D, 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 which 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 sha ll make such materials available for inspection at all reasonable times and shall permit duly authorized agents and employees of the State and FHWA to inspect the project and to inspect, review and audit the project records. Section 7. Termination Provisions Document Builder Generated Page 2 of9 • I . 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 tenninated as follows: B. Tennination 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. Tennination 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 ( I 0) 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 HQ, 4201 East Arkansas Avenue, Denver, CO 80222. 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 HQ 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. Ifto State COOT Region: HQ Trung Vo Project Manager 425C Corporate Circle Golden, CO 80401 303-512-5808 Section 10. Successors Document Builder Generated lfto the Local Agency City ofEnglewood Ladd Vostry Traffic Engineer I 000 Englewood Parkway Englewood, CO 80110-2373 303-762-2500 Page 3 of9 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 IS. 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 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 tennination 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. 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" ofperfonning 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 Document Builder Generated Page 4 of9 • • • 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 D. 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 1 option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit D, 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. SJate Encumbrance Letter The State may encumber the funds up to the maximum amount allowed during a given fiscal year by unilateral execution ofan encumbrance letter in a form substantially equivalent to Exhibit E. 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 I 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 ofreceipt 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 coMection 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 perfoljl1lance 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 fmal 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 oflaw. Section 19. Does not supersede other agreements l This ~ntract is not intended to supersede or affect in any way any other agreement (if any) that is currently in effect betwi;en the State and the Local Agency for other "maintenance servicesn on State Highway rights-of-way within the jurisdiction of the Local Agency. Also, the Local Agency shall also continue to perfonn, at its own expense, all such activiJies/duties (if any) on such State Highway rights-of-ways that the Local Agency is required by applicable law to perforn. Section 20. Subcontractors I 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 subcontractor. The State understands that the Local Agency may intend to perfonn some or all of the services required under this contract through a subcontractor. 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. Sectt!n 21. Statewide Contract Management System Ifthe{maximum amount payable to Local Agency under this contract is SI00,000 or greater, either on the Effective Date rat any time thereafter, this §Statewide Contract Management System applies. Loca Agency agrees to be governed, and to abide, by the provisions ofCRS §24-102-20S, §24-102-206, §24-103- 601, 24-103.S-101 and §24-10S-102 concerning the monitoring ofLocal Agency performance on state contracts and inclusion of contract performance information in a statewide contract management system. Locaj 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 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 perfonnance information shall be entered into the statewide Contract Management System at Document Builder Gi:ncratcd Page S of9 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) Document Builder Generated Page 6 of9 • Section 22. Special Provisions These Special Provisions apply to all contracts except where noted in Italics. A. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial ~bligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. 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 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. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract 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 shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this contract, to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. 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. CRS §§24-18-201 and 24-50-507. 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. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements] Subject to CRS §24-3~202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system/or debts awed to State agencies/or: (a) unpaid child support debts or child support arrearages; (b) unpaid balances ofta:t, accrued interest, or other charges specified in CRS §39-21-101, el seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required Document Builder Generated Page 7 of9 lo be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. K. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [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 teclrnology 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 wi/1 confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E- Verif.y Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an i//egal 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 lo perform work under this contract. Contractor (a) shall not use E-Verif.y Program or Department program procedures to undertake pre-employment screening ofjob applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien/or work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made In the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver lo the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, aff,rming that Contractor has examined the legal work status of such emplayee , 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 CRS §8-17.5-101 el seq., the contracting Slate agency, institution of higher education or po/ii/cal subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.S..101, Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affinns under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions ofCRS §24-76.5-101 et seq., and (c) has produced one fonn of identification required by CRS §24-76.5-103 prior to the effective date of this contracL Revised 1-1-09 Dotumenl Builder Generated Page 8 of9 • • • Section 23. SIGNATURE PAGE Agreement Routing Number: 16-HAA-XC-00023 THE PARTIES HERETO HA VE 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 STATE OF COLORADO City of Englewood John W, Hkkenlooper, GOVERNOR Colorado Department ofTransportation Shallen P. Bhatt, Executive Director Name: (print name) Title: By: Joshua Laipply, P.E., Chief Engineer (print title) Date: •signature Date: 2nd Local Agency Signature if needed LEGAL REVIEW Cynthia H. Coffman, Attorney General Name: (print name) Title: By: Signature -Assistant Attorney General (print title) Date: •signature Date: ALL AGREEMENTS REQUIRE APPROVAL BY THE STA TE 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 ls not obligated to pay The Local Agency for such performance or for any goods and/or services provided hereunder. Document Builder Generated STA TE CONTROLLER Robert Jaros, CPA, MBA, JD By: ______________ _ Colorado Department ofTransportation Date: Page 9 of9 Exhibit A-Scope of Work Exhibit A State Highway Traffic Signal Lis.ting • The City shall maintain the traffic signals and a\soclated stop bars and croiswalk~ at thl! tocaticlns listed below. • luly, ~onstnJction, mod,ncation, ot improwment Initiated by the Gty or performed as a rt>Sult of a City project shall be Included In the maintenance provided by the City, • Any 1111:onstructlon, modlntatlon, or improvement initiated by the State or performed as a res\.111 of a Stall! projKI ihall be paid for separatl!ly by the Slate • TI1e City shall perform lnspectiom of each location, In all direcllons, and submit documentation to CDOTby AptU 1()11' and Octobl!r loth f01 e;ich yl!ar of thlHonlJatt. Inspection shall lnc:lude. but nat limited 10: ,. Each signal lens Is operating and visible Slgnal Timing Is operating as programmed ControUer and Cabinet are clean c1nd in good repair Communlutlon to signal I$ connect~ ~nd operating Vehicle detection Is opcm1tlng properly • All lumlnarles attached to the slgn,11 are operating • Any defects found during Inspections listed above-at lhes.e lntersedl0ns shaU be remedied within re~nable limeftame per standard induslry practice. Defects and remediation shall be documented and •ept an file at the City and available fer COOT upon reque\t, Any defects not r11medled shall incur a price reduction lo the ne,ct month's compemation of $340.00 per signal. • The City shall perform an annual insp«:tion, whith shall include: tt,e visual lmpect!Qn of signal calnons, bohs, boll tightening. steel, ~ds, attachnuint hardware, back-up power testing and signal conflkt monitor testing. Documentation on this inspection shall be submitted to COOT by October 10111 of each year of this contract. MV deficiencies found In bolt tight1ming and attachment hardware shaN be corrected bv the City Immediately. Structural dl!fects requiring pole or mast arm replacement shall be the responsibility of COOT. Any deficiencies of this nature 1.haU be documented and brought to the attention or the COOT proJN.t manager fOf tor1ectlon by COOT. Other minor s.truttural defects wll be the responsibility of lhe City. Exhibit A· P,gi: 1 of 'Z .. • . . TRAFFIC SIGNAlS MAINTAINED BY THE CITY OF ENGLEWOOD J. SH 285 and Inca Sl 2. SH 285 and G.ilap;igo St. 3 . SH 285 and Elatl St. 4. SH 285 and Chl!tokee St. 5. SH 285 and Broadway (notthl 6. SH 28S and Broadway (South) 7. SH 285 and Stmm.n St. 8. SH 28S and Logan St. 9 . SH 285 and Oarkson St. 10, SH 28S and Downing St. 11, SH 285 and Gilpin St. 12. SH 88 (Belleview) and Clarkson St. 13. SH 88 (Belleview) .rnd Logan St, 14. SH 88 (Belleview) and 8t0cldway 15. SH 88 (BelleYiewl and Plrat6 Cove (USOW.) Eil:hibit A • Page 2 of Z Local Agency Ordinance or Resolution Exhibit B -Page t oft ' . • • .t • • • 30. EXHIBIT C -FUNDING PROVISIONS Traffic Signal Maintenance Rate Schedule 15 Signals at $340.00/signaVmonth Maximum monthly billing Total Maximum Annual Cost SYRS at $61,200.00 TOTALCONfRACTVALUE Exhibit C -Page 1 of 1 $5, I 00.00 per month $5,100.00 $61,200.00 $306,000.00 SAMPLE IGA OPTION LETTER Highway or Traffic Maintenance (This option has been created by the Office of the State Controller for COOT use only) I Date: .. _ I State Fiscal Year: : ., ~--..1 I Option Letter No. , I I Routing#• Vendor name: .... ~1: 1) SUBJECT: Change in the amount of goods within current term. 2) REQUIRED PROVISIONS: In accordance with Section 17 of contract routing number inse~ FY; agency code ,&.routing #, between the State of Colorado, Department of Transportation, and lns~rt L9cai' Age_ncy . ."n~rr.i:i 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. T_he a_"!o.unt of the current Fiscal Year contract value (encumbrance) is increased/qecreased by $ ·a~1oimt ot_ch_~~iJg~ to satisfy services/goods ordered under the contract for the current fiscal year l ii~rrnsf~l _yea"r. Th! _s:~~JracJ Encumbrance Amount in Recital 1 is hereby modified to $fm.Q.Q~t gf ~-~ei ~r(nual encumbrance, and Section 4, B, 1 shall also be modified to show the annual not to exceed amount to $a_moynt.~c,f -~ffW].~~~J;in~u!l-1}1~~~~ .~~~-• t!Je,. Qo.ntract (five-year term) not to exceed amount shall be modified to $ariio!Jnt ,oft1Je~ne'W,;fi~e-ye~_r"m~i_milffi. The total contract value to include all previous amendments, option letters, etc. is $insert l:tcc'lJmula~f~~i'~nc~ril b'f.inc;e~iifiiQu1J!-· ·· 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: JOHN W. HICKENLOOPER, GOVERNOR By: __________________ Date: ______ _ Joshua Lalpply, 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. Thi s Contract Is not valid until signed and dated below by the State Controller or delegate. Local Agency is not authorized to begin performance until such time. If Local Agency begins performing prior thereto, the State of Colorado Is not obligated to pay Local Agency for such perfonnance or for any goods and/or services provided hereunder. Form data: August 16, 2013 State Controller Robert Jaros, CPA, MBA, JD By: ___________ _ Date: ____________ _ Exhibit D -Page 1 of 1 .. . . • • I ENCUMBRANCE LETTER Date: ,•· ·-~1 Stale Fiscal Year: J;,J32M Encumbrance Letter No. :,•:, Routing #: ·1, .-.~;:-: Orig. IGA: ~ . r"'C \ PO: . . 1) Encumber fiscal year funding In the contract 2) PROVISIONS: In accordance with Section 4 and Exhibit C of the original Contract routing ~-~~n_,p~[g_rig)i~ungj# b~tween the state of (2.oJ~fado, Department '?f,Iransportation. and Cp_~t,:acJor!s~NaooCil', covenng the term July 1, Y~~~ through June 30, Y~!3r, the State hereby encumbers funds for the goods/services specified in the contract for fiscal year t ~~:. The amount to be encumbered by this Encumbrance Letter is $[fiipunf _oH~fi~riQ~. The Total contract (encumbrance) amount, including all pra,ious amendments, option letters, etc. is $!,n~~(t .N.,ew'$ Afiit. 3) EFFECTIVE DATE. The effective date of this Encumbrance Letter is upon approval of the State Controller. By: STATE OF COLORAOO John W. Hickenlooper, GOVERNOR Department of Transportation Joshua Lalpply, P.E., Chief Engineer (For) Shallen P. Bhatt, 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 valld untll signed and dated below by the State Controller or delegate. Contnctor Is not authorized to begin performance untll such time. If Contractor begins performing prior thereto, the State of Colorado 11 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 E -Page I of I I • t I + • COUNCIL COMMUNICATION Date: Agenda Item: Subject: May 16, 2016 9bi Intergovernmental Agreement (IGA) between the City of Englewood and the Colorado Department of Transportation (COOT) for the maintenance of traffic control devices on state highways within Englewood city limits-2nd Reading Initiated By: Staff Source: Department of Public Works Ladd Vestry, Traffic Engineer COUNCIL GOAL AND PREVIOUS COUNCIL ACTION Over the past 40 years, City Council approved numerous bills for an ordinance to enter into contracts with the Colorado Department of Transportation (COOT) for reimbursement of costs associated with the operation and maintenance of traffic control devices on state highways within Englewood city limits (per Senate Bill No. 8 of 197 4). Staff discussed this matter with City Council at the April 25, 2016, Study Session. RECOMMENDED ACTION Staff requests that City Council adopt a bill for an ordinance, on second reading, to enter into a contract with COOT for operation and maintenance services of traffic control devices provided by the City on state highways within city limits. The agreement will allow COOT to reimburse the City for costs of these maintenance services in the amount of $61,200.00 per State fiscal year. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED Section 43-2-102 and 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 the state highway system within cities. The City of Englewood and COOT desire to enter into this contract for the City to provide maintenance services that are the responsibility of the State, and for the State to pay the City a negotiated fixed rate for such services. The rate of reimbursement has been renegotiated by staff at the current fair market rates, agreed upon by COOT, and shall be for a term of five (5) years. Specific locations located within the City of Englewood for which the City will provide the maintenance services, including S. H. 285 and S. H. 88 (Belleview), are described in the contract Exhibit A. FINANCIAL IMPACT The total amount of the new contract comes to $61,200.00 per year. COOT payments to the City shall be on a "lump sum" monthly basis of $5,100.00. There are no financial obligations for the City other than providing funds up front for maintenance and operation services, which are later reimbursed by COOT. (Over the past several years, the City spent on an average of $58,000 per year for maintaining the COOT signals per this IGA.) Adequate funds are available in the Traffic Engineering Division budget to satisfactorily perform necessary operation and maintenance services as outlined in the Contracts' Scope of Work (Exhibit A). LIST OF ATTACHMENTS Bill for an Ordinance Contract (IGA) between COOT and City of Englewood 1