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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 08/04/2020 - ITEMS RELATING TO THE WEST ELIZABETH CORRIDORAgenda Item 12 Item # 12 Page 1 AGENDA ITEM SUMMARY August 4, 2020 City Council STAFF Brad Buckman, Manager, Civil Engineering Dan Woodward, Civil Engineer I Drew Brooks, Director of Transit Claire Havelda, Legal SUBJECT Items Relating to the West Elizabeth Corridor. EXECUTIVE SUMMARY A. First Reading of Ordinance No. 097, 2020, Making Supplemental Appropriations, Appropriating Prior Year Reserves and Authorizing Transfers of Appropriations for 30% Design of the West Elizabeth Enhanced Travel Corridor Project and Related Art in Public Places. B. Resolution 2020-071 Approving an Intergovernmental Agreement with Colorado State University for Funding the 30% Design Work for the West Elizabeth Enhanced Travel Corridor Project. C. Resolution 2020-072 Approving an Intergovernmental Agreement with the Colorado Department of Transportation for Funding the 30% Design Work for the West Elizabeth Enhanced Travel Corridor Project. The item requests City Council approve an ordinance appropriating $1.5 million in funding to complete thirty percent (30%) design of the West Elizabeth Enhanced Travel Corridor (the “Project”) and two Resolutions authorizing execution of related Intergovernmental Agreements (IGAs) - one with the Colorado Department of Transportation (CDOT) for overall funding for 30% design of the Project and one with Colorado State University (“CSU”) for contribution of $375,000 in required matching funds (one half of the total required matching funds). The Council Finance Committee endorsed staff’s recommendation to appropriate $375,000 in City Transit reserves to satisfy the City’s one-half share of the required local match at its May 18, 2020 meeting. The West Elizabeth travel corridor is currently the highest priority pedestrian/alternative mode area for improvement in the City and was highlighted in City Plan and the Transit Master Plan. The City was awarded a $750,000 Multimodal Options Fund grant (“MOF” Grant) from the North Front Range Metropolitan Planning Organization (NFRMPO) to help complete 30% design of the Project. (CDOT manages the grant funding for NFRMPO). CSU has agreed to appropriate $375,000 to help fulfill the grant match requirements. The City will be required to bring $375,000 in local funds to fulfill the total match and complete the $1.5 million design. This Project involves estimated construction costs of more than $250,000, and as such, Section 23-304 of the City Code requires one percent of qualified appropriations to be transferred to the Cultural Services and Facilities Fund for a contribution to the Art in Public Places (APP) program. One percent (1%) of the total City local match, a total of $3,750, has be has been identified as the recommended transfer from the Capital Projects Fund to the Cultural Services and Facilities Fund to meet this Code requirement. Neither the MOF Grant nor the CSU funding is eligible to be used for art and is excluded from the calculation. Agenda Item 12 Item # 12 Page 2 STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading and Resolutions. BACKGROUND / DISCUSSION Multimodal Options Fund Background In December 2019, the NFRMPO did a call for projects for the MOF grants. The City was awarded all four projects for which it applied. Projects include: • West Elizabeth 30% Design – Award $750,000 • Transfort Compressed Natural Gas Bus Replacements - $908,091 • Siphon Overpass - $500,000 • Laporte Avenue - $250,000 Both the Siphon Overpass and the Laporte Avenue Grant Appropriations and related Intergovernmental Agreements (IGA) will be brought forward for review in Spring 2021. The bus replacement award will be appropriated through the 2021 Budgeting for Outcomes (BFO) process. West Elizabeth Corridor Background The West Elizabeth Corridor is currently the most productive transit area and one of the highest pedestrian use areas within the city. • It has more passengers per revenue hour than Max and often “trailer” buses are required to accommodate all the passengers. • Most passengers are going to/from CSU. This includes CSU’s foothills campus which is harder for Transit to access due to the limited ability to turn buses around at Overland Trail. • Current bicycle/pedestrian count data show extremely high usage and potential for modal conflict at the major intersection of West Elizabeth Avenue and City Park Avenue. Design along this corridor is expected to facilitate safer travel for all transportation modes and a more direct route for buses that will include a turnaround at the west end of Elizabeth, which could help lead to some route consolidation. Due to the many factors and current condition of this corridor, it is one of the top priority areas for transportation improvement within the city and has specifically been highlighted in the Transit Master Plan as the highest priority project. Staff is recommending the appropriation move forward for several reasons: • There is an extremely long lead time between 30% Design and final Project completion. • 30% Design completion will enable the City to submit for the Federal Transit Authority (FTA) Small Starts grant program; historically, projects have not been able to request this grant without being at 30% design. • Having this Project get to a “shovel ready” status could help boost the local economy as it comes out of the COVID recession. • An IGA with CSU will be entered into prior to the IGA with CDOT being finalized. The CSU IGA will memorialize CSU’s contribution of half of the local match, or $375,000 of the $750,000. This will significantly reduce the City’s required local match obligation (now $375,000 from $750,000) and will be a condition precedent to the CDOT IGA being executed. • Transit Reserves which will be utilized for the City’s share of the local match are healthy and due to Federal CARES funding are not expected to be adversely impacted like other City funds. Agenda Item 12 Item # 12 Page 3 CITY FINANCIAL IMPACTS This design project requires $375,000 to be appropriated from Transit Reserves for the City's local match requirement. This will enable $750,000 in grant revenue through the MOF Grant program, and CSU has agreed to dedicate $375,000 to satisfy the other half of the local match requirement for the overall $1,500,000 cost to complete 30% design for the Project. The required 1% to the Cultural Services and Facilities Fund ($3,750) will be appropriated to meet the Art in Public Places requirement in City Code Section 23-304. -1- ORDINANCE NO. 097, 2020 OF THE COUNCIL OF THE CITY OF FORT COLLINS MAKING SUPPLEMENTAL APPROPRIATIONS, APPROPRIATING PRIOR YEAR RESERVES AND AUTHORIZING TRANSFERS OF APPROPRIATIONS FOR THIRTY PERCENT (30%) DESIGN OF THE WEST ELIZABETH ENHANCED TRAVEL CORRIDOR PROJECT AND RELATED ART IN PUBLIC PLACES WHEREAS, the City has identified the West Elizabeth Street corridor as the highest priority pedestrian and alternative mode of transportation area in need of improvement within the City (the “Project”); and WHEREAS, the West Elizabeth Street corridor has historically high bus passenger and bike commuter rates, as it is heavily traveled by individuals going to and from Colorado State University, including students, faculty and staff; and WHEREAS, the West Elizabeth Street corridor contains a growing business district, over 24,000 residents, supports 20,000 jobs and needs increased levels of transit capacity, contiguous sidewalks, and multi-modal infrastructure improvements as contemplated by the Project; and WHEREAS, the City was awarded a $750,000 Multimodal Options Fund grant (“MOF Grant”) from the North Front Range Metropolitan Planning Organization (“NFRMPO”) to complete thirty percent (30%) of the design of the Project; and WHEREAS, Colorado State University (“CSU”) has agreed to equally share the cost of the local match required by the MOF Grant of $750,000 for the 30% design of the Project with the City; thus, the City’s local match contribution will be $375,000 and CSU will contribute $375,000 for the other half of the required local match; and WHEREAS, 30% design of the Project is included in the cost of a capital construction project estimated to cost more than $250,000, and as such, Section 23-304 of the City Code requires one percent of the qualified appropriations to be transferred to the Cultural Services and Facilities Fund for a contribution to the Art in Public Places (APP) program; and WHEREAS, the MOF Grant and CSU funds are ineligible for public art purposes, leaving the City’s contribution of $375,000 to the required local match as eligible for such contribution under Section 23-304 of the City Code; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon recommendation of the City Manager, to make supplemental appropriations by ordinance at any time during the fiscal year, provided that the total amount of such supplemental appropriations, in combination with all previous appropriations for that fiscal year, does not exceed the current estimate of actual and anticipated revenues to be received during the fiscal year; and WHEREAS, the City Manager has recommended the appropriation described herein and determined that this appropriation is available and previously unappropriated from the Capital Projects Fund and will not cause the total amount appropriated in the Capital Projects Fund to -2- exceed the current estimate of actual and anticipated revenues to be received in that fund during any fiscal year; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon the recommendation of the City Manager, to appropriate by ordinance at any time during the fiscal year such funds for expenditure as may be available from reserves accumulated in prior years, notwithstanding that such reserves were not previously appropriated; and WHEREAS, the City Manager has recommended the appropriation described herein and determined that these appropriations are available and previously unappropriated from the Transit Services Fund and will not cause the total amount appropriated in the Transit Services Fund, to exceed the current estimate of actual and anticipated revenues to be received in these funds during this fiscal year; and WHEREAS, Article V, Section 10 of the City Charter authorizes the City Council, upon recommendation by the City Manager, to transfer by ordinance any unexpended and unencumbered appropriated amount or portion thereof from one fund or capital project to another fund or capital project, provided that the purpose for which the transferred funds are to be expended remains unchanged, the purpose for which the funds were initially appropriated no longer exists, or the proposed transfer is from a fund or capital project in which the amount appropriated exceeds the amount needed to accomplish the purpose specified in the appropriation ordinance; and WHEREAS, the City Manager has recommended the transfer of $375,000 from the Transit Services Fund to the Capital Projects Fund and determined that the purpose for which the transferred funds are to be expended remains unchanged; and WHEREAS, the City Manager has recommended the transfer of $3,750 from the Capital Projects Fund to the Cultural Services and Facilities Fund and determined that the purpose for which the transferred funds are to be expended remains unchanged; and WHEREAS, this appropriation benefits public health, safety and welfare of the citizens of Fort Collins and serves the public purpose of enhancing the transportation safety and accessibility of the Project area for all residents. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That there is hereby appropriated from unanticipated grant revenue in the Capital Projects Fund the sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) for expenditure from the Capital Projects Fund for 30% design of the West Elizabeth Enhanced Travel Corridor Project and appropriated therein. -3- Section 3. That there is hereby appropriated from prior year reserves in the Transit Services Fund the sum of THREE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($375,000) for expenditure from the Transit Services Fund for transfer to the Capital Projects Fund for 30% design of the West Elizabeth Enhanced Travel Corridor Project and appropriated therein. Section 4. That there is hereby appropriated from unanticipated revenue from Colorado State University in the Capital Projects Fund the sum of THREE HUNDRED SEVENTY-FIVE DOLLARS ($375,000) for expenditure from the Capital Projects Fund for 30% design of the West Elizabeth Enhanced Travel Corridor Project and appropriated therein. Section 5. That the unexpended and unencumbered appropriated amount of TWO THOUSAND NINE HUNDRED TWENTY-FIVE DOLLARS ($2,925) in the Capital Projects Fund is authorized for transfer to the Cultural Services and Facilities Fund and appropriated therein for the Art in Public Places Program art projects. Section 6. That the unexpended and unencumbered appropriated amount of SEVEN HUNDRED FIFTY DOLLARS ($750) in the Capital Projects Fund is authorized for transfer to the Cultural Services and Facilities Fund and appropriated therein for the Art in Public Places Program operation costs. Section 7. That the unexpended and unencumbered appropriated amount of SEVENTY-FIVE DOLLARS ($75) in the Capital Projects Fund is authorized for transfer to the Cultural Services and Facilities Fund and appropriated therein for the Art in Public Places Program maintenance costs. Introduced, considered favorably on first reading, and ordered published this 4th day of August, A.D. 2020, and to be presented for final passage on the 18th day of August, A.D. 2020. __________________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on the 18th day of August, A.D. 2020. __________________________________ Mayor ATTEST: _______________________________ City Clerk -1- RESOLUTION 2020-071 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE INTERGOVERNMENTAL AGREEMENT WITH COLORADO STATE UNIVERSITY FOR FUNDING THE 30% DESIGN OF DESIGN WORK FOR THE WEST ELIZABETH ENHANCED TRAVEL CORRIDOR PROJECT WHEREAS, the City has identified the West Elizabeth Street corridor as the highest priority pedestrian and alternative mode of transportation area in need of improvement within the City (the “Project”); and WHEREAS, the West Elizabeth Street corridor has historically high bus passenger and bike commuter rates, as it heavily traveled by individuals going to and from Colorado State University, including students, faculty and staff; and WHEREAS, the West Elizabeth Street corridor contains a growing business district, over 24,000 residents, supports 20,000 jobs and needs increased levels of transit capacity, contiguous sidewalks, and multi-modal infrastructure improvements as contemplated by the Project; and WHEREAS, the City was awarded a $750,000 Multimodal Options Fund grant (“MOF Grant”) from the North Front Range Metropolitan Planning Organization (“NFRMPO”) to complete thirty percent (30%) of the design of the Project; and WHEREAS, the Colorado Department of Transportation (“CDOT”) manages the MOF Grant funding for NFRMPO; and WHEREAS, the goal of the MOF Grant funded design for the Project is to promote safer travel for all modes of transportation and the option for a bus turnaround on West Elizabeth Street, creating route efficiencies along the West Elizabeth Street corridor; and WHEREAS, this Resolution comes before City Council to authorize an Intergovernmental Agreement (“IGA”) between the City and CSU substantially in the form shown on Exhibit “A” attached hereto and incorporated herein by this reference to share equally the $750,000 local match requirement of the MOF Grant; and WHEREAS, the execution of the CSU IGA is a condition precedent to the City entering into the CDOT IGA for MOF Grant; and WHEREAS, the City Council desires to approve the CSU IGA for CSU’s payment of one half of the $750,000 local match required by the MOF Grant (or $375,000), finding it in the best interests of the City. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. -2- Section 2. That the Mayor is hereby authorized to sign, on behalf of the City, the Intergovernmental Agreement with CSU to provide one half of the $750,000 required local matching funds for the MOF Grant in substantially the form attached hereto as Exhibit “A,” with such additional or modified terms and conditions as the City Manager, in consultation with the City Attorney, determines to be necessary and appropriate to protect the interests of the City or effectuate this Resolution. Section 3. That during the term of the IGA the City Manager, in consultation with the City Attorney, is also authorized to approve and execute amendments to the IGA consistent with this Resolution so long as the City Manager determines such amendments: (a) are reasonably necessary and appropriate to protect the City’s interests or provide a benefit to the City; (b) effectuate the purposes of this Resolution; and (c) limit the City’s financial obligation to expenditure of funds already appropriated and approved by Council or are conditioned upon such appropriation. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 4th day of August, A.D. 2020. Mayor ATTEST: City Clerk INTERGOVERNMENTAL AGREEMENT FOR WEST ELIZABETH CORRIDOR CONCEPT DESIGN THIS AGREEMENT (the “Agreement”) is made and entered into this __day of ______, 2020, by and between the CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, (the “City”) and the BOARD OF GOVERNORS of the COLORADO STATE UNIVERSITY SYSTEM, acting by and through COLORADO STATE UNIVERSITY (the “University”). Recitals A. The City and the University are working together on a concept design for the overall development of the section of the West Elizabeth Corridor from the University’s Foothills Campus, adjacent to Overland Trail, to the existing transit center on the University’s Main Campus and the MAX Bus Rapid Transit Corridor. This design has the intent of integrating current and proposed University multi-modal infrastructure into the overall West Elizabeth Corridor. In addition, this design will include improvements to the transit system, enhanced facilities for pedestrians and bicyclists, improved traffic safety, and will be in accordance with all City and University Master Plans. B. The West Elizabeth Corridor provides a critical transportation connection for a growing business district; high-density housing area; and transit-dependent residents while serving as a link for students, faculty and staff accessing the CSU Main and Foothills Campuses. The corridor contains over 24,000 residents, supported by 20,000 jobs. The corridor is in need of increased levels of transit capacity, contiguous sidewalks, and multi-modal infrastructure improvements. C. The parties desire to enter into this Agreement in order to set forth mutual collaboration concerning the financing and overall process associated with the West Elizabeth Corridor Concept Design (the “Design”). NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. General Purpose. The general purpose of this Agreement is to establish and formalize the basic understanding between the parties regarding their efforts to develop the Design to be used for the benefit of the City and the University. The City and the University agree to collaborate on the development of the Design, including financing, award, and the overall requirements for submitting a Federal Transit Administration (FTA) Small Starts funding 1 Packet Pg. 97 Attachment: Exhibit A (9327 : West Elizabeth Corridor CSU RESO) EXHIBIT A grant (https://www.transit.dot.gov/funding/grant-programs/capital-investments/about- program): • Total project cost is less than $300 million and total Small Starts funding sought is less than $100 million • Project must: o Be located in a corridor that is at or over capacity or will be in five years o Increase capacity by 10% o "Not include project elements designated to maintain a state of good repair" • New fixed guideway systems (light rail, commuter rail etc.) • Extension to existing system • Fixed guideway BRT system • Corridor-based BRT system • Substantial corridor-based investment in existing fixed guideway system The City and University, as part of this agreement, also agree to collaborate on the long-term plans for development of the West Elizabeth Corridor. The goal of this immediate effort is to provide a 30% concept design and get cost estimates for a final design, right of way acquisition, and construction funding. The City and University will then seek this additional funding, through the FTA, to execute the overall West Elizabeth Corridor project. 2. West Elizabeth Corridor Concept Design Process. a. The City agrees to include University personnel in regular (at least monthly) project meetings throughout the design process. The City will share minutes of these meetings with the University. b. The University will provide committee members to support the review, rating, and selection of the consulting firm(s) chosen to deliver goals outlined in the General Purpose above. c. Design coordination and reviews. The City and University further agree to work together on detailed review and approval of design plans for the Corridor. i. The City agrees to solicit University input during all design phases. The University agrees to provide input, including design standards and specifications as needed. ii. Design plans will be routed for review by applicable University departments and review committees. This includes, but is not limited to, formal review by the University Facilities Management Department, Physical Development Committee, Design Review Committee, CSURF, CSU Board of Governors, and Executive Committee of the President’s Cabinet. iii. The University Primary Contact will be responsible for coordinating design review and approvals. iv. The University will have project representatives involved in community engagement and public outreach efforts throughout the design process. 3. Finance. The cost of the concept design will be paid by a combination of funding sources. The overall cost of the concept design is $1,500,000. Of the total, $750,000 is being funded by the Colorado Department of Transportation (CDOT) through award of the Multi-Modal Options Fund (MMOF) grant program. That funding is being made available as of July 1, 2020, which required a 50% “local match”. Of the required $750,000 local match funding for the design, the University has agreed to pay for $375,000, and the City has agreed to pay for $375,000. All funding shall be appropriated and made available by the time the design is awarded. 4. Tabor. All financial obligations of the City or the University arising under this Agreement that are payable after the current fiscal year are contingent upon funds for that purpose being annually appropriated, budgeted, or otherwise made available by the governing bodies of the City or the University. 5. Assignment. Neither party may assign any rights or delegate any duties under this Agreement without the written consent of the other party. 6. Jurisdiction/Severability. This agreement shall be governed in all respects by the laws of the State of Colorado. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. CITY OF FORT COLLINS, COLORADO By: _________________________________ _________________________ ATTEST: By: ________________________ City Clerk Approved as to form: By: _________________________ Asst. City Attorney THE BOARD OF GOVERNORS OF THE COLORADO STATE UNIVERSITY SYSTEM, ACTING BY AND THROUGH COLORADO STATE UNIVERSITY Date: ____________________ By: _________________________________ Joyce McConnell, President Legal Review: Date: ____________________ By: ______________________ ______________, General Counsel Colorado State University System -1- RESOLUTION 2020-072 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION FOR FUNDING THE 30% DESIGN WORK FOR THE WEST ELIZABETH ENHANCED TRAVEL CORRIDOR PROJECT WHEREAS, the City has identified the West Elizabeth Street corridor as the highest priority pedestrian and alternative mode of transportation area in need of improvement within the City (the “Project”); and WHEREAS, the West Elizabeth Street corridor has historically high bus passenger and bike commuter rates, as it is heavily traveled by individuals going to and from Colorado State University, including students, faculty and staff; and WHEREAS, the West Elizabeth Street corridor contains a growing business district, over 24,000 residents, supports 20,000 jobs and needs increased levels of transit capacity, contiguous sidewalks, and multi-modal infrastructure improvements as contemplated by the Project; and WHEREAS, the City was awarded a $750,000 Multimodal Options Fund grant (the “MFO Grant”) from the North Front Range Metropolitan Planning Organization (“NFRMPO”) to complete thirty percent (30%) of the design of the Project; and WHEREAS, the Colorado Department of Transportation (“CDOT”) manages the MOF Grant funding for NFRMPO; and WHEREAS, the goal of the MOF Grant funded design for the Project is to promote safer travel for all modes of transportation and the option for a bus turnaround on West Elizabeth Street, creating route efficiencies along the West Elizabeth Street corridor; and WHEREAS, this Resolution comes before City Council to authorize an Intergovernmental Agreement (“IGA”) between the City and CDOT for the MOF Grant to fund 30% design of the Project in accordance with the terms agreed upon by the City and CDOT substantially in the form shown on Exhibit “A” attached hereto and incorporated herein by this reference, after and contingent upon the execution of the Colorado State University (“CSU”) IGA referenced below; and WHEREAS, prior to execution of the CDOT IGA, and as a condition precedent, the City will enter into an IGA with CSU (the “CSU IGA”) pursuant to which CSU will provide one-half of the $750,000 local match required by the CDOT IGA (or $375,000); and WHEREAS, the City Council desires to approve this Intergovernmental Agreement between the City and CDOT for MOF Grant to fund 30% design of the Project, finding it in the best interests of the City. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: -2- Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That after execution of the CSU IGA the Mayor is hereby authorized to sign, on behalf of the City, the Intergovernmental Agreement with CDOT providing the MOF Grant funding for 30% design of the Project in substantially the form attached hereto as Exhibit “A,” with such additional or modified terms and conditions as the City Manager, in consultation with the City Attorney, determines to be necessary and appropriate to protect the interests of the City or effectuate this Resolution. Section 3. That during the term of the IGA the City Manager, in consultation with the City Attorney, is also authorized to approve and execute amendments to the IGA consistent with this Resolution so long as the City Manager determines such amendments: (a) are reasonably necessary and appropriate to protect the City’s interests or provide a benefit to the City; (b) effectuate the purposes of this Resolution; and (c) limit the City’s financial obligation to expenditure of funds already appropriated and approved by Council or are conditioned upon such appropriation. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 4th day of August, A.D. 2020. Mayor ATTEST: City Clerk OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 1 of 12 CONTRACT THIS CONTRACT made this _____ day of __________________, _______, by and between the State of Colorado for the use and benefit of the Colorado Department of Transportation hereinafter referred to as the State and CITY OF FORT COLLINS hereinafter referred to as the “Contractor” or the “Local Agency.” RECITALS 1. Required approval, clearance and coordination have been accomplished from and with appropriate agencies. 2. Pursuant to 43-2-104.5 C.R.S. as amended, the State may contract with Local Agencies to provide maintenance and construction of highways that are part of the state (or local agency) highway system. 3. Local Agency anticipates a project for CDOT will oversee the City of Fort Collins on the West Elizabeth Street Corridor Concept Design project and by the date of execution of this contract, the Local Agency and/or the State has completed and submitted a preliminary version of CDOT form #463 describing the general nature of the Work. The Local Agency understands that before the Work begins, the Local Agency must receive an official written “Notice to Proceed” prior to commencing any part of the Work. The Local Agency further understands, before the Work begins, the form #463 may be revised as a result of design changes made by CDOT, in coordination with the Local Agency, in its internal review process. The Local Agency desires to perform the Work described in form #463, as it may be revised. 4. The Local Agency has requested that State funds be made available for project MTF M455-138 (23934), West Elizabeth Corridor Study referred to as the “Project” or the “Work.” Such Work will be performed in Fort Collins, Colorado, specifically described in Exhibit A. 5. The State has funds available and desires to provide 50% of the funding for the work. Local Agency will provide the other 50%. State funds may be awarded pursuant to Multimodal Transportation Options Funding (“MMOF”). MMOF means money transferred from the general fund to the fund pursuant to C.R.S. §§24-75-219 (5)(a)(III) and (5)(b)(III) and any other money that the general assembly may appropriate or transfer to the fund. These funds are subject to an expiration date. 6. The Local Agency desires to comply with all state and other applicable requirements, including the State's general administration of the project through this contract, in order to obtain state funds for the project. 7. 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 work under the project. A copy of this ordinance or resolution is attached hereto and incorporated herein as Exhibit B. 8. This contract is executed under the authority of §§ 29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-144, C.R.S. and Exhibit B. 9. The Local Agency is adequately staffed and suitably equipped to undertake and satisfactorily complete some or all of the Work. 10. The Local Agency can more advantageously perform the Work. THE PARTIES NOW AGREE THAT: Section 1. Scope of Work The Project or the Work under this contract shall consist of CDOT will oversee the City of Fort Collins on the West Elizabeth Street Corridor Concept Design project, in Fort Collins, Colorado, as more specifically described in Exhibit A. 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 27 of this contract State $LAWRK REGION: 4 PROJECT: MTF M455-138 (23934), West Elizabeth Corridor Study DZ 1 Packet Pg. 103 Attachment: Exhibit A (9326 : West Elizabeth Corridor CDOT RESO) EXHIBIT A OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 2 of 12 2. This contract 3. Exhibit A (Scope of Work) 4. Exhibit B (Local Agency Resolution) 5. Exhibit C (Funding Provisions) 6. Exhibit D (Option Letter) Section 3. Term This contract shall be effective upon approval of the State Controller or designee, or on the date made, whichever is later. It shall terminate on July 27, 2030, or sooner if any of the State’s funding expires, or is sooner terminated or unless performance is extended in accordance with this Contract. Section 4. Project Funding 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 work under the project. A copy of this ordinance or resolution is attached hereto and incorporated herein as Exhibit B. B. The parties hereto agree that this contract is contingent upon all funds designated for the project herein being made available from state sources, as applicable. Should these sources fail to provide necessary funds as agreed upon herein, the contract may be terminated by either party, provided that any party terminating its interest and obligations herein shall not be relieved of any obligations which existed prior to the effective date of such termination or which may occur as a result of such termination. C. Funding will be detailed in Exhibit C of the funding provisions. Section 5. Project Payment Provisions A. The State will reimburse the Local Agency for incurred costs relative to the project following the State’s review and approval of such charges, subject to the terms and conditions of this Contract. Provided however, that charges incurred by the Local Agency prior to the date this contract is executed by the State Controller will not be charged by the Local Agency to the project, and will not be reimbursed by the State. B. The State will reimburse the Local Agency’s reasonable, allocable, allowable costs of Performance of the Work, not exceeding the maximum total amount described in Exhibit C. The applicable principles described in 49 C.F.R. 18 Subpart C and 49 C.F.R. 18.22 shall govern the allowability and allocability of costs under this contract. The Local Agency shall comply with all such principles. To be eligible for reimbursement, costs by the Local Agency shall be: 1. In accordance with the provisions of Section 5 and with the terms and conditions of this contract; 2. Necessary for the accomplishment of the Work; 3. Reasonable in the amount for the goods and services provided; 4. Actual net cost to the Local Agency (i.e. the price paid minus any refunds, rebates, or other items of value received by the Local Agency that have the effect of reducing the cost actually incurred); 5. Incurred for Work performed after the effective date of this contract; 6. Satisfactorily documented. C. The Local Agency shall establish and maintain a proper accounting system in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme) to assure that project funds are expended and costs accounted for in a manner consistent with this contract and project objectives. 1. All allowable costs charged to the project, including any approved services contributed by the Local Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers evidencing in detail the nature of the charges. 2. Any check or order drawn up by the Local Agency, including any item which is or will be chargeable against the project account shall be drawn up only in accordance with a properly signed voucher then on file in the office of the Local Agency, which will detail the purpose for which said check or order is drawn. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents shall be clearly identified, readily accessible, and to the extent feasible, kept separate and apart from all other such documents. D. If the Local Agency is to be billed for CDOT incurred costs, the billing procedure shall be as follows: 1. Upon receipt of each bill from the State, the Local Agency will remit to the State the amount billed no later than 60 days after receipt of each bill. Should the Local Agency fail to pay moneys due the State within 60 days of demand or within such other period as may be agreed between the parties hereto, the Local Agency OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 3 of 12 agrees that, at the request of the State, the State Treasurer may withhold an equal amount from future apportionment due the Local Agency from the Highway Users Tax Fund and to pay such funds directly to the State. Interim funds, until the State is reimbursed, shall be payable from the State Highway Supplementary Fund (400). 2. If the Local Agency fails to make timely payment to the State as required by this section (within 60 days after the date of each bill), the Local Agency shall pay interest to the State at a rate of one percent per month on the amount of the payment which was not made in a timely manner, until the billing is paid in full. The interest shall accrue for the period from the required payment date to the date on which payment is made. E. The Local Agency will prepare and submit to the State, no more than monthly, charges for costs incurred relative to the project. The Local Agency’s invoices shall include a description of the amounts of services performed, the dates of performance and the amounts and description of reimbursable expenses. The invoices will be prepared in accordance with the State’s standard policies, procedures and standardized billing format to be supplied by the State. If the project is funded by MMOF, then billing for all work must be submitted 30 days prior to end of State fiscal year. The State fiscal year ends June 30th. MMOF projects must submit final billing for all work 30 days prior to the end of the State fiscal year that funds expire. If MMOF are used, and the State knows that the funds will expire, the State shall promptly notify Local Agency of the expiration date. The State will promptly notify the Local Agency if that expiration date changes. F. To be eligible for payment, billings must be received within 60 days after the period for which payment is being requested and final billings on this contract must be received by the State within 60 days after the end of the contract term. 1. Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds, encumbered for the purchase of the described services. The liability of the State, at any time, for such payments shall be limited to the amount remaining of such encumbered funds. 2. In the event this contract is terminated, final payment to the Local Agency may be withheld at the discretion of the State until completion of final audit. 3. Incorrect payments to the Local Agency due to omission, error, fraud or defalcation shall be recovered from the Local Agency by deduction from subsequent payment under this contract or other contracts between the State and Local Agency, or by the State as a debt due to the State. 4. Any costs incurred by the Local Agency that are not allowable under 49 C.F.R. 18 shall be reimbursed by the Local Agency, or offset against current obligations due by the State to the Local Agency, at the State’s election. Section 6. Option Letter Modification An option letter may be used to authorize the Local Agency to begin a phase without increasing total budgeted funds, increase or decrease the encumberance amount as shown on Exhibit C, and/or transfer funds from one phase to another. Option letter modification is limited to the specific scenarios listed below. The option letter shall not be deemed valid until signed by the State Controller or an authorized delegate. A. Option to begin a phase and/or increase or decrease the encumbrance amount. The State may authorize the Local Agency to begin a phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or Railroads) as detailed in Exhibit A and at the same terms and conditions stated in the original Agreement, with the total budgeted funds as shown on Exhibit C remaining the same. The State may increase or decrease the encumbrance amount for a particular phase by replacing the original funding exhibit (Exhibit C) in the original Agreement with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc.). The State may exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. If the State exercises this option, the Agreement will be considered to include this option provision. B. Option to transfer funds from one phase to another phase. The State may permit the Local Agency to transfer funds from one phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another as a result of changes to state, federal, and local match. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C- 1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc.) and attached to the option letter. The funds transferred from one phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may unilaterally exercise this option by providing a OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 4 of 12 fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. C. Option to do both Options A and B. The State may authorize the Local Agency to begin a phase as detailed in Exhibit A, and encumber and transfer funds from one phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc.) and attached to the option letter. The addition of a phase and encumbrance and transfer of funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may unilaterally exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. Section 7. State and Local Agency Commitments The Scope of Work in Exhibit A describes the Work to be performed and assigns responsibility of that Work to either the Local Agency or the State. The “Responsible Party” referred to in this contract means the Responsible Party as identified in the Scope of Work in Exhibit A. A. Design [if applicable] 1. If the Work includes preliminary design or final design (the “Construction Plans”), or design work sheets, or special provisions and estimates (collectively referred to as the “Plans”), the responsible party shall comply with the following requirements, as applicable: a. perform or provide the Plans, to the extent required by the nature of the Work. b. prepare final design (Construction Plans) in accord with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by CDOT. c. prepare special provisions and estimates in accord with the State’s Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by CDOT. d. include details of any required detours in the Plans, in order to prevent any interference of the construction work and to protect the traveling public. e. stamp the Plans produced by a Colorado Registered Professional Engineer. f. provide final assembly of Plans and contract documents. g. be responsible for the Plans being accurate and complete. h. make no further changes in the Plans following the award of the construction contract except by agreement in writing between the parties. The Plans shall be considered final when approved and accepted by the parties hereto, and when final they shall be deemed incorporated herein. 2. If the Local Agency is the responsible party: a. The local agency shall comply with the requirements of the Americans With Disabilities Act (ADA), and applicable federal regulations and standards as contained in the document “ADA Accessibility Requirements in CDOT Transportation Projects”. b. It shall afford the State ample opportunity to review the Plans and make any changes in the Plans that are directed by the State to comply with State requirements. c. It may enter into a contract with a consultant to do all or any portion of the Plans and/or of construction administration. Provided, however, that if federal-aid funds are involved in the cost of such work to be done by a consultant, that consultant contract (and the performance/provision of the Plans under the contract) must comply with all applicable requirements of 23 CFR Part 172 and with any procedures implementing those requirements as provided by the State. If the Local Agency does enter into a contract with a consultant for the Work: (1) it shall submit a certification that procurement of any design consultant contract complied with the requirements of 23 CFR 172.5(1) prior to entering into contract. The State shall either approve or deny such procurement. If denied, the Local Agency may not enter into the contract. (2) it shall ensure that all changes in the consultant contract have prior approval by the State. Such changes in the contract shall be by written supplement agreement. As soon as the contract with the consultant has been awarded by the Local Agency, one copy of the executed contract shall be submitted to the State. Any amendments to such contract shall also be submitted. (3) it shall require that all consultant billings under that contract shall comply with the State’s standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 5 of 12 (4) it (or its consultant) shall use the CDOT procedures described in Exhibit A to administer that design consultant subcontract, to comply with 23 CFR 172.5(b). (5) it may expedite any CDOT approval of its procurement process and/or consultant contract by submitting a letter to CDOT from the certifying Local Agency’s attorney/authorized representative certifying compliance with 23 CFR 172.5(b). (6) it shall ensure that its consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) “The design work under this contract shall be compatible with the requirements of the contract between the Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third party beneficiary of this contract for that purpose.” (b) “Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project.” (c) “The consultant shall review the construction contractor’s shop drawings for conformance with the contract documents and compliance with the provisions of the State’s publication, Standard Specifications for Road and Bridge Construction, in connection with this work.” (d) The State, in its discretion, will review construction plans, special provisions and estimates and will cause the Local Agency to make changes therein that the State determines are necessary to assure compliance with State requirements. B. Construction [if applicable] 1. If the Work includes construction, the responsible party shall perform the construction in accordance with the approved design plans and/or administer the construction all in accord with the Scope of Work in Exhibit A. Such administration shall include project inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing contractor claims; construction supervision; and meeting the Quality Control requirements as described in the Scope of Work in Exhibit A. 2. The State shall have the authority to suspend the Work, wholly or in part, by giving written notice thereof to the Local Agency, due to the failure of the Local Agency or its contractor to correct project conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. 3. If the Local Agency is the responsible party: a. it shall appoint a qualified professional engineer, licensed in the State of Colorado, as the Local Agency Project Engineer (LAPE), to perform that administration. The LAPE shall administer the project in accordance with this contract, the requirements of the construction contract and applicable State procedures. b. if bids are to be let for the construction of the project, it shall advertise the call for bids upon approval by the State and award the construction contract(s) to the low responsible bidder(s) upon approval by the State. (1) The Local Agency has the option to accept or reject the proposal of the apparent low bidder for work on which competitive bids have been received. The Local Agency must declare the acceptance or rejection within 3 working days after said bids are publicly opened. (2) By indicating its concurrence in such award, the Local Agency, acting by or through its duly authorized representatives, agrees to provide additional funds, subject to their availability and appropriation for that purpose, if required to complete the Work under this project if no additional federal-aid funds will be made available for the project. This paragraph also applies to projects advertised and awarded by the State. c. If all or part of the construction work is to be accomplished by Local Agency personnel (i.e. by force account), rather than by a competitive bidding process, the Local Agency will ensure that all such force account work is accomplished in accordance with the pertinent State specifications and requirements with 23 CFR 635, Subpart B, Force Account Construction. (1) Such work will normally be based upon estimated quantities and firm unit prices agreed to between the Local Agency and the Stat in advance of the Work, as provided for in 23 CFR 635.204(c). Such OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 6 of 12 (2) An alternative to the above is that the Local Agency may agree to participate in the Work based on actual costs of labor, equipment rental, materials supplies and supervision necessary to complete the Work. Where actual costs are used, eligibility of cost items shall be evaluated for compliance with 48 CFR Part 31. (3) Rental rates for publicly owned equipment will be determined in accordance with the State’s Standard Specifications for Road and Bridge Construction § 109.04. (4) All force account work shall have prior approval of the State and shall not be initiated until the State has issued a written notice to proceed. C. State’s obligations 1. The State will perform a final project inspection prior to project acceptance as a Quality Control/Assurance activity. When all Work has been satisfactorily completed, the State will sign a final acceptance form. 2. Notwithstanding any consents or approvals given by the State for the Plans, the State will not be liable or responsible in any manner for the structural design, details or construction of any major structures that are designed by or are the responsibility of the Local Agency as identified in the Scope of Work in Exhibit A, within the Work of this contract. Section 8. ROW Acquisition and Relocation If the Project includes right of way, prior to this project being advertised for bids, the Responsible Party will certify in writing to the State that all right of way has been acquired in accordance with the applicable state and federal regulations, or that no additional right of way is required. Any acquisition/relocation activities must comply with: all applicable federal and state statutes and regulations, including but not limited to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended (P.L. 91-646) and the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs as amended (49 CFR Part 24); CDOT’s Right of Way Manual; and CDOT’s Policy and Procedural Directives. Allocation of Responsibilities are as follows: • Federal participation in right of way acquisition (3111 charges), relocation (3109 charges) activities, if any, and right of way incidentals (expenses incidental to acquisition/relocation of right of way – 3114 charges); • Federal participation in right of way acquisition (3111 charges), relocation (3109 charges) but no participation in incidental expenses (3114 charges); or • No federal participation in right of way acquisition (3111 charges) and relocation activities (3109 expenses). Regardless of the option selected above, the State retains oversight responsibilities. The Local Agency’s and the State’s responsibilities for each option is specifically set forth in CDOT’s Right of Way Manual. The manual is located at http://www.dot.state.co.us/ROW_Manual/. If right of way is purchased for a state highway, including areas of influence of the state highway, the local agency shall immediately convey title to such right of way to CDOT after the local agency obtains title. Section 9. Utilities If necessary, the Responsible Party will be responsible for obtaining the proper clearance or approval from any utility company, which may become involved in this Project. Prior to this Project being advertised for bids, the Responsible Party will certify in writing to the State that all such clearances have been obtained. Section 10. Railroads In the event the Project involves modification of a railroad company’s facilities whereby the Work is to be accomplished by railroad company forces, the Responsible Party shall make timely application to the Public Utilities Commission requesting its order providing for the installation of the proposed improvements and not proceed with that part of the Work without compliance. The Responsible Party shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 CFR 646, subpart B, concerning federal-aid projects involving railroad facilities, including: A. Executing an agreement setting out what work is to be accomplished and the location(s) thereof, and that the costs of the improvement shall be eligible for federal participation. B. Obtaining the railroad’s detailed estimate of the cost of the Work. C. Establishing future maintenance responsibilities for the proposed installation. D. Proscribing future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. E. Establishing future repair and/or replacement responsibilities in the event of accidental destruction or damage to the installation. OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 7 of 12 Section 11. Environmental Obligations The Local Agency shall perform all Work in accordance with the requirements of the current federal and state environmental regulations including the National Environmental Policy Act of 1969 (NEPA) as applicable. Section 12. Maintenance Obligations The Local Agency will maintain and operate the improvements constructed under this contract at its own cost and expense during their useful life, in a manner satisfactory to the State. The Local Agency will make proper provisions for such maintenance obligations each year. Such maintenance and operations shall be conducted in accordance with all applicable statutes, ordinances and regulations which define the Local Agency’s obligations to maintain such improvements. The State will make periodic inspections of the project to verify that such improvements are being adequately maintained. Section 13. 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 shall make such materials available for inspection at all reasonable times and shall permit duly authorized agents and employees of the State to inspect the project and to inspect, review and audit the project records. Section 14. Termination Provisions This contract may be terminated as follows: A. 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. B. 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. C. 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 15. 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 OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 8 of 12 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 16. Representatives and Notice Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. If to State If to the Local Agency CDOT Region: 4 CITY OF FORT COLLINS Jake Schuch Brad Buckman Project Manager Project Manager 10601 West 10th Street 281 North College Ave. Greeley, CO 80634 Fort Collins, CO 80524 970-350-2205 970-416-4248 Section 17. 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 18. 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 19. 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 20. 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 21. 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 22. 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 23. Survival of Contract Terms OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 9 of 12 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 24. 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. Section 25. 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 26. Statewide Contract Management System If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date or at any time thereafter, this §Statewide Contract Management System applies. Contractor 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 vendor performance on state contracts and inclusion of contract performance information in a statewide contract management system. Contractor’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 Contractor’s performance shall be part of the normal contract administration process and Contractor’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 Contractor’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 Contractor’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. Contractor 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 Contractor 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 Contractor and prohibit Contractor from bidding on future contracts. Contractor 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 Contractor, by the Executive Director, upon showing of good cause. Section 27. 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. OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 10 of 12 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 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. OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 11 of 12 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 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. OLA #: 331002225 Routing #: 21-HA4-XC-03122 Document Builder Generated Rev. 04/08/2020 Page 12 of 12 Section 28. 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 FORT COLLINS 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: ______________________________________ Exhibit A – Page 1 of 1 EXHIBIT A – SCOPE OF WORK The Colorado Department of Transportation (#CDOT#) will oversee the City of Fort Collins (#City#) when the City completes the West Elizabeth Street Corridor Concept Design. This work is necessary because vehicles, cyclists, and pedestrians extensively travel this corridor. This work will allow the City to develop plans necessary to apply for a Small Starts award with FTA. This work will be located on the West Elizabeth Street corridor between Shields Street and Overland Trail. The work will conform to AASHTO standards, the MUTCD, and all applicable state regulations. The design phase will identify exact requirements, qualities, and attributes for this work (Herein after referred to as #the exact work#). The exact work shall be used to develop 30% plans. The design phase is planned to begin in the fall of 2020. The project is funded with Multi-Modal Options Funding (MMOF). MMOF funding expenditures shall be invoiced by June 1 st of the year they expire. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit B - Page 1 of 1 EXHIBIT B – LOCAL AGENCY RESOLUTION LOCAL AGENCY ORDINANCE or RESOLUTION (if applicable) Exhibit C - Page 1 of 1 EXHIBIT C – FUNDING PROVISIONS MTF M455-138 (23934) MMOF A. Cost of Work Estimate The Local Agency has estimated the total cost the Work to be $1,500,000.00, which is to be funded as follows: 1. BUDGETED FUNDS a. State Funds (50.00% of Participating Costs) $750,000.00 b. Local Agency Matching Funds (50.00% of Participating Costs) $750,000.00 TOTAL BUDGETED FUNDS $1,500,000.00 2. ESTIMATED PAYMENT TO LOCAL AGENCY a. State Funds Budgeted $750,000.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $750,000.00 3. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount $750,000.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: $750,000.00 Note: No funds are currently available. Design and Construction funds will become available after execution of an Option letter (Exhibit B) or formal Amendment. WBS Element 23934.10.30 Performance Period Start*/End Date N/A / N/A Design 3020 $0.00 WBS Element 23934.20.10 N/A / N/A Const. 3301 $0.00 *The Local Agency should not begin work until both of the following are in place: 1) The execution of the document encumbering funds for the respective phase; and 2) Local Agency receipt of the official Notice to Proceed. Any work performed before these two (2) milestones are achieved will not be reimbursable. B. Matching Funds The matching ratio for this Work is 50.00% State funds to 50.00% Local Agency funds, it being understood that such ratio applies only to the $1,500,000.00 of total budgeted funds, it being further understood that all non-participating costs are borne by the Local Agency at 100%. If the total cost of performance of the Work is less than $1,500,000.00, then the amounts of Local Agency and State funds will be decreased in accordance with the funding ratio described herein. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $750,000.00 (for CDOT accounting purposes, the State funds of $750,000.00 will be encumbered for a total encumbrance of $750,000.00), unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions (in accord with the procedure in the previous sentence) agreeable to the parties prior to bid and award. The maximum amount payable shall be reduced without amendment when the actual amount of the Local Agency’s awarded contract is less than the budgeted total of the State funds and the Local Agency matching funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in Section 6 of this contract. Exhibit D - Page 1 of 2 EXHIBIT D – OPTION LETTER SAMPLE OPTION LETTER State Agency Department of Transportation Option Letter Number ZOPTLETNUM Local Agency ZVENDORNAME Agreement Routing Number ZSMARTNO Agreement Maximum Amount Initial term State Fiscal Year ZFYY_1 Extension terms State Fiscal Year ZFYY_2 State Fiscal Year ZFYY_3 State Fiscal Year ZFYY_4 State Fiscal Year ZFYY_5 Total for all state fiscal years $ ZFYA_1 $ ZFYA_2 $ ZFYA_3 $ ZFYA_4 $ ZFYA_5 $ ZPERSVC_MAX_ AMOUNT Agreement Effective Date The later of the effective date or ZSTARTDATEX Current Agreement Expiration Date ZTERMDATEX 1. OPTIONS: A. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads) and to update encumbrance amounts (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). B. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). C. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). 2. REQUIRED PROVISIONS: Option A In accordance with Section 6, A of the Original Agreement referenced above, the State hereby exercises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply – Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously budgeted funds for the phase based upon changes in funding availability and authorization. The encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this option. Future changes for this option for Exhibit C shall be labled as follows: C-2, C-3, C-4, etc.). Option B In accordance with Section 6, B of the Original Agreement referenced above, the State hereby exercises its option to authorize the Local Agency to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Exhibit D - Page 2 of 2 Option C In accordance with Section 6, C of the Original Agreement referenced above, the State hereby exercises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply – Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following language must be included on ALL options): The Agreement Maximum Amount table on the Contract’s Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above. 3. OPTION EFFECTIVE DATE: The effective date of this option letter is upon approval of the State Controller or delegate. APPROVALS: State of Colorado: Jared S. Polis, Governor By: _____________________________________________ Date: __________________ Executive Director, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. State Controller Robert Jaros, CPA, MBA, JD By: __________________________________ Date: ________________________________ agreed unit prices shall constitute a commitment as to the value of the Work to be performed.