HomeMy WebLinkAbout2015-060-07/07/2015-AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY AND THE COLORADO DEPART RESOLUTION 2015-060
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL
AGREEMENT BETWEEN THE CITY AND THE COLORADO
DEPARTMENT OF TRANSPORTATION TO PROVIDE PARKING
ENFORCEMENT AT THE HARMONY TRANSFER CENTER PARK AND RIDE
WHEREAS, the Colorado Department of Transportation (CDOT) owns and operates the
Harmony Transfer Center located west of the Interstate 25 and Harmony Road interchange; and
WHEREAS, the City maintains the Harmony Transfer Center via an intergovernmental
agreement with CDOT; and
WHEREAS, the Harmony Transfer Center encourages ride-sharing and transit use,
contributing to congestion relief and improved air quality in Fort Collins and the Nor-them
Colorado region; and
WHEREAS, on July 13, 2015, CDOT will begin regional bus transit service via Bustang,
a state-owned and operated bus system that connects Colorado cities along 1-25 and 1-70 to
downtown Denver; and
WHEREAS, the Harmony Transfer Center will serve as the northernmost hub for
Bustang; and
WHEREAS, CDOT changed the operation of the Harmony Transfer Center parking
facilities on June 1, 2015, to daily use to ensure adequate parking capacity for regional transit
riders as well as carpool and vanpool users; and
WHEREAS, CDOT has presented to the City a proposal for the City to enforce parking
laws at the Harmony Transfer Center in an annual amount not to exceed $100,000; and
WHEREAS, all costs for these parking enforcement services will be borne by CDOT and
invoiced by the City; and
WHEREAS, the proposed Colorado Department of Transportation Division of Transit
and Rail Agreement with the City of Fort Collins is attached and incorporated herein as Exhibit
"A and
WHEREAS, Article 1I, Section 16 of the City Charter empowers the City Council, by
ordinance or resolution, to enter into contracts with governmental bodies to furnish governmental
services and make charges for such services, or enter into cooperative or joint activities with
other governmental bodies; and
WHEREAS, Section 29-1-203 of the Colorado Revised Statutes provides that
governments may cooperate or contract with one another to provide certain services or facilities
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when such cooperation or contracts are authorized by each party thereto with the approval of its
legislative body or other authority having the power to so approve; and
WHEREAS, the City Council has determined that it is in the best interests of the City that
the City provides parking enforcement at the Harmony Transfer Center and that the Mayor be
authorized to execute an intergovernmental agreement between the City and CDOT in support
thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
FORT COLLINS that the City Council hereby authorizes the Mayor to execute an
intergovernmental agreement between the City and CDOT, in the form attached hereto as Exhibit
"A" , together will such modifications and additions as the City Manager, in consultation with
the City Attorney, determines necessary and appropriate to protect the interests of the City or
further the purposes of this Resolution, as set forth above.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 7th
day of July, A.D. 2015.
�*pR7 CO`
:ZN
SEAL Mayor
ATTEST:
�oioaP°�
City Clerk
- 2 -
EXHIBIT A
CDOT - Division of Transit and Rail
SAP PO #: 491000904
Routing #: 15-HTR-ZL-00214
CMS #: NA / SRM #: 15-HTR-ZL-00214
STATE OF COLORADO
Colorado Department of Transportation
Division of Transit and Rail
Agreement
with the
CITY OF FORT COLLINS
TABLE OF CONTENTS
1 . PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2 . EFFECTIVE DATE AND NOTICE OF NONLIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
3 . RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
4. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
5 . TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. STATEMENT OF WORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. PAYMENTS TO LOCAL AGENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
8 . ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9. REPORTING - NOTIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10. LOCAL AGENCY RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11 . CONFIDENTIAL INFORMATION-STATE RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13 . REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
15 . BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
17. NOTICES and REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
18. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
19. GOVERNMENTAL IMMUNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
21 . GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
22. COLORADO SPECIAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
23 . SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
24. EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
25 . EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
26. EXHIBIT C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
27. EXHIBIT D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
28. EXHIBIT E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
29. EXHIBIT F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
30. EXHIBIT G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
31 . EXHIBIT H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
32. EXHIBIT I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
1. PARTIES
This Agreement ("Agreement") is entered into by and between CITY OF FORT COLLINS ("Local Agency"),
and the STATE OF COLORADO acting by and through the Colorado Department of Transportation, Division
FASTERGrant.22.Ju111 - originated from approved OSC Grant template Rev 1/12/11 Page 1 of 35
CDOT — Division of Transit and Rail
SAP PO #: 491000904
CMS #: NA / SRM #: 15-HTR-ZL-00214
of Transit and Rail ("State" or "CDOT"). Local Agency and the State hereby agree to the following terms and
conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse
the Local Agency for any performance hereunder, including, but not limited to costs or expenses incurred, or be
bound by any provision hereof prior to the Effective Date.
3. RECITALS
A. Authority, Appropriation, and Approval
Authority to enter into this Agreement exists in CRS § §43 - 1 - 106, 43- 1 - 110, 43 - 1 - 117, as amended and
funds have been budgeted, appropriated and otherwise made available pursuant to CRS §43 -4-811 (2) and a
sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and
coordination have been accomplished from and with appropriate agencies.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Agreement.
C. Purpose
The purpose of this Agreement is for CDOT to provide FASTER Transit Program Funds to Local Agency
to carry out the responsibilities agreed upon described in Exhibits A and C.
D. References
All references in this Agreement to sections (whether spelled out or using the § symbol), subsections,
exhibits or other attachments, are references to sections, subsections, exhibits or other attachments
contained herein or incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows :
A. Agreement or Contract
"Agreement" or "Contract" means this Agreement, its terms and conditions, attached exhibits, documents
incorporated by reference under the terms of this Agreement, and any future modifying agreements,
exhibits, attachments or references that are incorporated pursuant to Colorado State Fiscal Rules and
Policies.
B. Agreement Funds
"Agreement Funds" means funds payable by the State to Local Agency pursuant to this Agreement.
C. Budget
"Budget" means the budget for the Work described in Exhibit C.
D. Consultant and Contractor
"Consultant" means a professional engineer or designer hired by Local Agency to design the Work and
"Contractor" means the general construction contractor hired by Local Agency to construct the Work.
E. Evaluation
"Evaluation" means the process of examining Local Agency' s Work and rating it based on criteria
established in §6, §20, and all Exhibits.
F. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work),
Exhibit B (FASTER Program Requirements), Exhibit C (Budget) Exhibit D (49 CFR 18 Subpart C),
Exhibit E (General Procurement Standards), Exhibit F (State and Local Agency Commitments), Exhibit
G (Option Letter), Exhibit H (State or Federal-Aid Project Agreements with Professional Subcontractor
Services) and Exhibit I (Local Agency Resolution).
FASTERGrant.22.Ju111 — originated from approved OSC Grant template Rev 1/12/11 Page 2 of 35
CDOT — Division of Transit and Rail
SAP PO #: 491000904
CMS #: NA / SRM #: 15-HTR-ZL-00214
G. Goods
"Goods" means tangible material acquired, produced, or delivered by Local Agency either separately or in
conjunction with the Services Local Agency renders hereunder.
H. Local Funds
"Local Funds" means funds provided by any city, county or entity (public or private) for performance of
the Work.
I. Manual
"Manual" refers to CDOT' s "Local Agency Manual", if applicable.
J. Party or Parties
"Party" means the State or Local Agency and "Parties" means both the State and Local Agency.
K. Project
"Project" means Work identified in Exhibit A.
L. Program
"Program" means the Funding Advancement for Surface Transportation and Economic Recovery
(FASTER) Senate Bill 09- 108 grant program that provides the funding for this Agreement.
M. Services
"Services" means the required services to be performed by Local Agency pursuant to this Agreement.
N. State Funds
"State Funds" means funds provided by the State for performance of the Work.
O. Work
"Work" means the tasks and activities Local Agency is required to perform to fulfill its obligations under
this Agreement and Exhibit A, including the performance of the Services and delivery of the Goods.
P. Work Product
"Work Product" means the tangible or intangible results of Local Agency' s Work, including, but not
limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfmished
documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts.
5. TERM
A. Initial Term-Work Commencement
The Parties respective performances under this Agreement shall commence on the Effective Date. This
Agreement shall terminate 120 days from the Effective Date, unless sooner terminated or further extended
as specified elsewhere herein.
B. Notice to Proceed
Local Agency shall not commence performance of the Work until the date specified by a written notice to
proceed, which may be sent by email or by hardcopy pursuit to §17.
C. Option to Extend Term
The Parties may extend this Agreement for additional one year periods at the same rates and same terms
specified in the Scope of Work, for a maximum of four one year periods. If either Party exercises this
option, it shall provide written notice to the other Party at least 30 days prior to the end of the current
Agreement term, and the State will then execute an official document in a form substantially equivalent to
Exhibit G. If exercised, the provisions of the Option Letter shall become part of and be incorporated into
this Agreement. The total duration of this Agreement, including the exercise of any options under this
clause, shall not exceed fifty-one months.
6. STATEMENT OF WORK
A. Completion
Local Agency and State shall complete their obligations as described herein and in Exhibits A on or before
the termination date. The State shall not be liable to compensate Local Agency for any Work performed
prior to the Effective Date or after the termination of this Agreement.
B. Goods and Services
FASTERGrant.22.Ju111 — originated from approved OSC Grant template Rev 1/12/11 Page 3 of 35
CDOT — Division of Transit and Rail
SAP PO #: 491000904
CMS #: NA / SRM #: 15-HTR-ZL-00214
Local Agency shall procure Goods and Services necessary to complete the Work. Such procurement shall
be accomplished using the State Funds and shall not increase the maximum amount payable hereunder by
the State.
C. Employees
All persons employed by Local Agency, or Consultants or Contractors shall be considered Local Agency or
Consultants ' , or Contractors ' employee(s) for all purposes hereunder and shall not be employees of the
State for any purpose.
7. PAYMENTS TO LOCAL AGENCY
The State shall, in accordance with the provisions of this §7, pay Local Agency in the following amounts and
using the methods set forth below:
A. Maximum Amount
The maximum amount payable is set forth in Exhibit C as determined by the State from available funds.
Payments to the Local Agency are limited to the unpaid encumbered balance of the Contract set forth in
Exhibit C.
B. Payment
i. Advance, Interim and Final Payments
Any advance payment allowed under this Agreement or in Exhibit C shall comply with State Fiscal
Rules and be made in accordance with the provisions of this Agreement or such Exhibit. Local Agency
shall initiate any payment requests by submitting invoices to the State in the form and manner set forth
and approved by the State.
no Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by Local Agency previously accepted by the State. Uncontested amounts not
paid by the State within 45 days may, if Local Agency so requests, bear interest on the unpaid balance
beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided,
however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Local
Agency shall invoice the State separately for accrued interest on delinquent amounts. The billing shall
reference the delinquent payment, the number of day' s interest to be paid and the interest rate.
ni. Available Funds-Contingency-Termination
The State is prohibited by law from making fiscal commitments beyond the term of the State ' s current
fiscal year. Therefore, Local Agency compensation is contingent upon the continuing availability of
State appropriations as provided in the Colorado Special Provisions, set forth below. Payments
pursuant to this Agreement shall be made only from available funds encumbered for this Agreement
and the State' s liability for such payments shall be limited to the amount remaining of such
encumbered funds. If State funds are not appropriated, or otherwise become unavailable to fund this
Agreement, the State may immediately terminate this Agreement in whole or in part without further
liability in accordance with the provisions herein.
iv. Subject to Local Agency Annual Appropriations
To the extent this Agreement constitutes a multiple fiscal year debt or financial obligation of the Local
Agency, it shall be subject to annual appropriation pursuant to the applicable city charter provisions
and Article X, Section 20 of the Colorado Constitution. Neither party shall have any obligation to
continue this Agreement in any fiscal year in which no such appropriation is made.
v. Erroneous Payments
At the State' s sole discretion, payments made to Local Agency in error for any reason, including, but
not limited to overpayments or improper payments, and unexpended or excess funds received by Local
Agency, may be recovered from Local Agency by deduction from subsequent payments under this
Agreement or other agreements between the State and Local Agency or by other appropriate methods
and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than
the State.
C. Use of Funds
Contract Funds shall be used only for eligible costs identified herein.
FASTERGrant.22.Ju111 — originated from approved OSC Grant template Rev 1/12/11 Page 4 of 35
CDOT — Division of Transit and Rail
SAP PO #: 491000904
CMS #: NA / SRM #: 15-HTR-ZL-00214
D. Reimbursement of Local Agency Costs
The State shall reimburse the Local Agency' s allowable costs, not exceeding the maximum total amount
described in Exhibit C and §7. The applicable principles described in 49 C.F.R. 18 Subpart C and 49
C.F.R. 18 .22 shall govern the State ' s obligation to reimburse all costs incurred by the Local Agency and
submitted to the State for reimbursement hereunder, and the Local Agency shall comply with all such
principles. The State shall reimburse the Local Agency for the federal-aid share of properly documented
costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and
Exhibit C. However, any costs incurred by the Local Agency prior to the date of F14WA authorization for
the Work and prior to the Effective Date shall not be reimbursed absent specific FHWA and State
Controller approval thereof. Costs shall be:
i. Reasonable and Necessary
Reasonable and necessary to accomplish the Work and for the Goods and Services provided.
no Net Cost
Actual net cost to the Local Agency (i.e. the price paid minus any items of value received by the Local
Agency that reduce the cost actually incurred).
8. ACCOUNTING
The Local Agency shall establish and maintain accounting systems in accordance with generally accepted
accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting
scheme). Such accounting systems shall, at a minimum, provide as follows:
A. Local Agency Performing the Work
If Local Agency is performing the Work, all allowable costs, including any approved services contributed
by the Local Agency or others, shall be documented using payrolls, time records, invoices, contracts,
vouchers, and other applicable records.
B. Local Agency-Checks or Draws
Checks issued or draws made by the Local Agency shall be made or drawn against properly signed
vouchers detailing the purpose thereof. All checks, payrolls, invoices, contracts, vouchers, orders, and other
accounting documents shall be on file in the office of the Local Agency ,clearly identified, readily
accessible, and to the extent feasible, kept separate and apart from all other Work documents.
C. State-Administrative Services
The State may perform any necessary administrative support services required hereunder. The Local
Agency shall reimburse the State for the costs of any such services from the Budget as provided for in
Exhibit C . If FHWA funding is not available or is withdrawn, or if the Local Agency terminates this
Agreement prior to the Work being approved or completed, then all actual incurred costs of such services
and assistance provided by the State shall be the Local Agency' s sole expense.
D. Local Agency-Invoices
The Local Agency' s invoices shall describe in detail the reimbursable costs incurred by the Local Agency
for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and shall not
be submitted more often than monthly.
E. Invoicing Within 60 Days
The State shall not be liable to reimburse the Local Agency for any costs unless CDOT receives such
invoices within 60 days after the date for which payment is requested, including final invoicing. Final
payment to the Local Agency may be withheld at the discretion of the State until completion of final audit.
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 the State may offset them against any payments due from the State to the Local
Agency.
F. Reimbursement of State Costs
CDOT shall perform Oversight and the Local Agency shall reimburse CDOT for its related costs. The
Local Agency shall pay invoices within 60 days after receipt thereof. If the Local Agency fails to remit
payment within 60 days, at CDOT' s request, the State is authorized to withhold an equal amount from
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future apportionment due the Local Agency from the Highway Users Tax Fund and to pay such funds
directly to CDOT. Interim funds shall be payable from the State Highway Supplementary Fund (400) until
CDOT is reimbursed. If the Local Agency fails to make payment within 60 days, it shall pay interest to the
State at a rate of one percent per month on the delinquent amounts until the billing is paid in full. CDOT' s
invoices shall describe in detail the reimbursable costs incurred, the dates incurred and the amounts thereof,
and shall not be submitted more often than monthly.
9. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this §9 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §20, if applicable.
A. Performance, Progress, Personnel, and Funds
The Local Agency shall submit a report to the State upon expiration or sooner termination of this
Agreement, containing an Evaluation and Review of Local Agency' s performance and the final status of
Local Agency's obligations hereunder.
B. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency, related to this Agreement or which may affect Local Agency ability to perform its obligations
hereunder, Local Agency shall notify the State of such action and deliver copies of such pleadings to the
State' s principal representative as identified herein. If the State ' s principal representative is not then
serving, such notice and copies shall be delivered to the Executive Director of CDOT.
D. Noncompliance
Local Agency failure to provide reports and notify the State in a timely manner in accordance with this §9
may result in the delay of payment of funds and/or termination as provided under this Agreement.
10. LOCAL AGENCY RECORDS
A. Maintenance
Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete
file of all records, documents, communications, notes and other written materials, electronic media files,
and communications, pertaining in any manner to the Work or the delivery of Services (including, but not
limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records until
the last to occur of the following: (i) a period of three years after the date this Agreement is completed or
terminated, or (ii) final payment is made hereunder, whichever is later, or (iii) for such further period as
may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or Local Agency has
received notice that an audit is pending, then until such audit has been completed and its findings have been
resolved (the "Record Retention Period").
B. Inspection
Local Agency shall permit the State, the federal government and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Local Agency records
related to this Agreement during the Record Retention Period for a period of three years following
termination of this Agreement or final payment hereunder, whichever is later, to assure compliance with the
terms hereof or to evaluate Local Agency performance hereunder. The State reserves the right to inspect the
Work at all reasonable times and places during the term of this Agreement, including any extension. If the
Work fails to conform to the requirements of this Agreement, the State may require Local Agency promptly
to bring the Work into conformity with Agreement requirements, at Local Agency sole expense. If the
Work cannot be brought into conformance by re-performance or other corrective measures, the State may
require Local Agency to take necessary action to ensure that future performance conforms to Agreement
requirements and exercise the remedies available under this Agreement, at law or in equity in lieu of or in
conjunction with such corrective measures.
C. Monitoring
Local Agency shall permit the State, the federal government, and other governmental agencies having
jurisdiction, in their sole discretion, to monitor all activities conducted by Local Agency pursuant to the
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terms of this Agreement using any reasonable procedure, including, but not limited to: internal evaluation
procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or
any other procedures. All monitoring controlled by the State shall be performed in a manner that shall not
unduly interfere with Local Agency performance hereunder.
D. Final Audit Report
If an audit is performed on Local Agency records for any fiscal year covering a portion of the term of this
Agreement, Local Agency shall submit a copy of the final audit report to the State or its principal
representative at the address specified herein.
11. CONFIDENTIAL INFORMATION-STATE RECORDS
Local Agency shall comply with the provisions of this §11 if it becomes privy to confidential information in
connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to,
any State records, personnel records, and information concerning individuals. Such information shall not
include information required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72- 101 et
seq.
A. Confidentiality
Local Agency shall keep all State records and information confidential at all times and to comply with all
laws and regulations concerning confidentiality of information. Any request or demand by a third party for
State records and information in the possession of Local Agency shall be immediately forwarded to the
State' s principal representative.
B. Notification
Local Agency shall notify its agents, employees, Local Agency and assigns who may come into contact
with State records and confidential information that each is subject to the confidentiality requirements set
forth herein, and shall provide each with a written explanation of such requirements before they are
permitted to access such records and information.
C. Use, Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by Local
Agency or its agents in any way, except as authorized by this Agreement or approved in writing by the
State. Local Agency shall provide and maintain a secure environment that ensures confidentiality of all
State records and other confidential information wherever located. Confidential information shall not be
retained in any files or otherwise by Local Agency or its agents, except as permitted in this Agreement or
approved in writing by the State.
D. Disclosure-Liability
Disclosure of State records or other confidential information by Local Agency for any reason may be cause
for legal action by third parties against Local Agency, the State or their respective agents. The Local
Agency is prohibited from providing indemnification to the State pursuant to the Constitution of the State
of Colorado, Article XI, Section 1 , however, the Local Agency shall be responsible for any and all claims,
damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred
as a result of any act or omission by the Local Agency, or its employees, agents, or assignees pursuant to
this §11 .
12. CONFLICTS OF INTEREST
Local Agency shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Local Agency obligations hereunder. Local Agency
acknowledges that with respect to this Agreement, even the appearance of a conflict of interest is harmful to the
State ' s interests. Absent the State ' s prior written approval, Local Agency shall refrain from any practices,
activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency
obligations to the State hereunder. If a conflict or appearance exists, or if Local Agency is uncertain whether a
conflict or the appearance of a conflict of interest exists, Local Agency shall submit to the State a disclosure
statement setting forth the relevant details for the State ' s consideration. Failure to promptly submit a disclosure
statement or to follow the State ' s direction in regard to the apparent conflict constitutes a breach of this
Agreement.
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13, REPRESENTATIONS AND WARRANTIES
Local Agency makes the following specific representations and warranties, each of which was relied on by the
State in entering into this Agreement.
A. Standard and Manner of Performance
Local Agency shall perform its obligations hereunder in accordance with the highest standards of care, skill
and diligence in the industry, trades or profession and in the sequence and manner set forth in this
Agreement.
B. Legal Authority — the Local Agency' s Signatory
Local Agency warrants that it possesses the legal authority to enter into this Agreement and that it has
taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and
to lawfully authorize its undersigned signatory to execute this Agreement, or any part thereof, and to bind
Local Agency to its terms. If requested by the State, Local Agency shall provide the State with proof of
Local Agency authority to enter into this Agreement within 15 days of receiving such request.
C. Licenses, Permits, Etc.
Local Agency represents and warrants that as of the Effective Date it has, and that at all times during the
term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and
other authorization required by law to perform its obligations hereunder. Local Agency warrants that it
shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations
required to properly perform this Agreement, without reimbursement by the State or other adjustment in
State Funds. Additionally, all employees and agents of Local Agency performing Services under this
Agreement shall hold all required licenses or certifications, if any, to perform their responsibilities. Local
Agency, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
further warrants that it currently has obtained and shall maintain any applicable certificate of authority to
transact business in the State of Colorado and has designated a registered agent in Colorado to accept
service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals,
insurance, permits or any such similar requirements necessary for Local Agency to properly perform the
terms of this Agreement shall be deemed to be a material breach by Local Agency and constitute grounds
for termination of this Agreement.
14. INSURANCE
Local Agency and its contractors shall obtain and maintain insurance as specified in this section at all times
during the term of this Agreement. All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to Local Agency and the State.
A. Local Agency
i. Public Entities
If Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
CRS §24- 10- 101 , et seq., as amended (the "GIA"), then Local Agency shall maintain at all times
during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is
necessary to meet its liabilities under the GIA. Local Agency shall show proof of such insurance
satisfactory to the State, if requested by the State. The Local Agency shall require each Agreement
with Local Agency their Consultant and Contractor, that are providing Goods or Services hereunder, to
include the insurance requirements necessary to meet Consultant or Contractor' s liabilities under the
GIA.
H. Non-Public Entities
If Local Agency is not a "public entity" within the meaning of the GIA, Local Agency shall obtain and
maintain during the term of this Agreement insurance coverage and policies meeting the same
requirements set forth in § 14(B) with respect to sub-contractors that are not "public entities" .
B. Contractors
Local Agency shall require each Agreement with Contractors, subcontractors, or Consultants, other than
those that are public entities, providing Goods or Services in connection with this Agreement, to include
insurance requirements substantially similar to the following:
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i. Worker's Compensation
Worker' s Compensation Insurance as required by State statute, and Employer' s Liability Insurance
covering all of Local Agency and subcontractor employees acting within the course and scope of their
employment.
H. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent, covering premises operations, fire damage, independent subcontractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability with
minimum limits as follows : (a) $ 1 ,000,000 each occurrence; (b) $ 1 ,000,000 general aggregate; (c)
$ 1 ,000,000 products and completed operations aggregate; and (d) $50,000 any one fire.
Hi. Automobile Liability
Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with
a minimum limit of $ 1 ,000,000 each accident combined single limit.
v. Additional Insured
Local Agency and the State shall be named as additional insured on the Commercial General Liability
Insurance policy (leases and construction Grants require additional insured coverage for completed
operations on endorsements CG 2010 11 /85 , CG 2037, or equivalent).
vie Primacy of Coverage
Coverage required of Consultants or Contractors shall be primary over any insurance or self-insurance
program carried by Local Agency or the State.
vile Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without
at least 45 days prior notice to the Local Agency and the State by certified mail.
viii. Subrogation Waiver
All insurance policies in any way related to this Agreement and secured and maintained by the Local
Agency' s Consultants or Contractors as required herein shall include clauses stating that each carrier
shall waive all rights of recovery, under subrogation or otherwise, against Local Agency or the State,
its agencies, institutions, organizations, officers, agents, employees, and volunteers.
C. Certificates
Local Agency and all Contractors, subcontractors, or Consultants shall provide certificates showing
insurance coverage required hereunder to the State within seven business days of the Effective Date of this
Agreement. No later than 15 days prior to the expiration date of any such coverage, Local Agency and each
Contractor, subcontractor, or Consultant shall deliver to the State or Local Agency certificates of insurance
evidencing renewals thereof. In addition, upon request by the State at any other time during the term of this
Agreement or any sub-contract, the Local Agency and each Contractor, subcontractor, or Consultant shall,
within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the
provisions of this § 14.
15. BREACH
A. Defined
In addition to any breaches specified in other sections of this Agreement, the failure of either Party to
perform any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner,
constitutes a breach.
Be Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in §17. If such breach is not cured within 30 days of receipt of written notice, or if a
cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued
with due diligence, the non-breaching Party may exercise any of the remedies set forth in § 16.
Notwithstanding anything to the contrary herein, either Party need not provide advance notice or a cure
period and may immediately terminate this Agreement in whole or in part if reasonably necessary to
preserve public safety or to prevent immediate public crisis.
16, REMEDIES
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If Local Agency is in breach under any provision of this Agreement, the State shall have all of the remedies
listed in this §16 in addition to all other remedies set forth in other sections of this Agreement following the
notice and cure period set forth in §15(B) provided however, that the State may terminate this Agreement
pursuant to § 16(B) without a breach. The State may exercise any or all of the remedies available to it, in its sole
discretion, concurrently or consecutively.
A. Termination for Cause and/or Breach
If Local Agency fails to perform any of its obligations hereunder with such diligence as is required to
ensure its completion in accordance with the provisions of this Agreement and in a timely manner, the State
may notify Local Agency of such non-performance in accordance with the provisions herein. If Local
Agency thereafter fails to promptly cure such non-performance within the cure period, the State, at its
option, may terminate this entire Agreement or such part of this Agreement as to which there has been
delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its
obligations hereunder. Local Agency shall continue performance of this Agreement to the extent not
terminated, if any.
i. Obligations and Rights
To the extent specified in any termination notice, Local Agency shall not incur further obligations or
render further performance hereunder past the effective date of such notice, and shall terminate
outstanding orders and subcontracts with third parties. However, Local Agency shall complete and
deliver to the State all Work, Services and Goods not cancelled by the termination notice and may
incur obligations as are necessary to do so within this Agreement' s terms. At the sole discretion of the
State, Local Agency shall assign to the State all of Local Agency right, title, and interest under such
terminated orders or sub-contracts. Upon termination, Local Agency shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Local Agency in which the State
has an interest. All materials owned by the State in the possession of Local Agency shall be
immediately returned to the State. All Work Product, at the option of the State, shall be delivered by
Local Agency to the State and shall become the State ' s property.
n. Payments
The State shall reimburse Local Agency only for accepted performance up to the date of termination.
If, after termination by the State, it is determined that Local Agency was not in breach or that Local
Agency action or inaction was excusable, such termination shall be treated as a termination in the
public interest and the rights and obligations of the Parties shall be the same as if this Agreement had
been terminated in the public interest, as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State, Local Agency also shall remain liable to the
State for any damages sustained by the State by virtue of any breach under this Agreement by Local
Agency and the State may withhold any payment to Local Agency for the purpose of mitigating the
State' s damages, until such time as the exact amount of damages due to the State from Local Agency is
determined. The State may withhold any amount that may be due to Local Agency as the State deems
necessary to protect the State, including loss as a result of outstanding liens or claims of former lien
holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services.
Local Agency shall be liable for excess costs incurred by the State in procuring from third parties
replacement Work, Services or substitute Goods as cover.
B. Early Termination in the Public Interest
The State is entering into this Agreement for the purpose of carrying out the public policy of the State of
Colorado, as determined by its Governor, General Assembly, and/or courts. If this Agreement ceases to
further the public policy of the State, the State, in its sole discretion, may terminate this Agreement in
whole or in part. Exercise by the State of this right shall not constitute a breach of the State' s obligations
hereunder. This subsection shall not apply to a termination of this Agreement by either Party for cause or
breach by either Party, which shall be governed by §16A) or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Local Agency of such termination in accordance with §17. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this Agreement.
H. Obligations and Rights
Upon receipt of a termination notice, Local Agency shall be subject to and comply with the same
obligations and rights set forth in §16(A)(i).
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iii. Payments
If this Agreement is terminated by the State pursuant to this §16(B), Local Agency shall be paid an
amount which bears the same ratio to the total reimbursement under this Agreement as the Services
satisfactorily performed bear to the total Services covered by this Agreement, less payments previously
made. Additionally, if this Agreement is less than 60% completed, the State may reimburse Local
Agency for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this
Agreement) incurred by Local Agency which are directly attributable to the uncompleted portion of
Local Agency obligations hereunder; provided that the sum of any and all reimbursement shall not
exceed the maximum amount payable to Local Agency hereunder.
C. Remedies Not Involving Termination
The State, in its sole discretion, may exercise one or more of the following remedies in addition to other
remedies available to it:
i. Suspend Performance
Suspend Local Agency' s performance with respect to all or any portion of this Agreement pending
necessary corrective action as specified by the State without entitling Local Agency to an adjustment
in price/cost or performance schedule. Local Agency shall promptly cease performance and incurring
costs in accordance with the State ' s directive and the State shall not be liable for costs incurred by
Local Agency after the suspension of performance under this provision.
H. Withhold Payment
Withhold payment to Local Agency until corrections in Local Agency performance are satisfactorily
made and completed.
iii. Deny Payment
Deny payment for those obligations not performed, that due to Local Agency actions or inactions,
cannot be performed or, if performed, would be of no value to the State; provided, that any denial of
payment shall be reasonably related to the value to the State of the obligations not performed.
iv. Removal
Request removal of any of Local Agency employees, agents, or contractors whom the State deems
incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued
relation to this Agreement is deemed to be contrary to the public interest or not in the State ' s best
interest.
v. Intellectual Property
If Local Agency infringes on a patent, copyright, trademark, trade secret or other intellectual property
right while performing its obligations under this Agreement, Local Agency shall, at the State' s option
(a) obtain for the State or Local Agency the right to use such products and services; (b) replace any
Goods, Services, or other product involved with non-infringing products or modify them so that they
become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove
any infringing Goods, Services, or products and refund the price paid therefore to the State.
D. Termination by Local Agency
The Local Agency may terminate this Agreement in the event that the State commits a material breach of
this Agreement and where such breach is capable of remedy, fails to remedy the breach within 30 days of
receiving written notice from the Local Agency.
17. NOTICES and REPRESENTATIVES
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
Parry' 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.
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A. State:
Michael Timlin
Division of Transit and Rail
4201 E. Arkansas Ave. , Room 227
Denver, CO 80222
303-757-9648
michael.timlin@state.co.us
B. Local Agency:
Mark Jackson
CITY OF FORT COLLINS
PO BOX 580
FORT COLLINS, CO, 80522-0580
970-221 -6601
mjackson@fcgov.com
18, RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models,
materials, or Work Product of any type, including drafts, prepared by Local Agency in the performance of its
obligations under this Agreement shall be the exclusive property of the State and, all Work Product shall be
delivered to the State by Local Agency upon completion or termination hereof. The State' s exclusive rights in
such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare
derivative works. Local Agency shall not use, willingly allow, cause or permit such Work Product to be used
for any purpose other than the performance of Local Agency obligations hereunder without the prior written
consent of the State.
19. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or
implied, of any of the immunities, rights, benefits, protection, or other provisions of the GIA. Liability for
claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments,
institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the GIA
and the risk management statutes, CRS §24-30- 1501 , et seq. , as amended.
20, STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Local Agency under this Agreement is $ 100,000 or greater, either on the
Effective Date or at any time thereafter, this §20 applies.
Local Agency agrees to be governed, and to abide, by the provisions of CRS §24- 102-205 , §24- 102-206, §24-
103-6019 §24- 103 . 5- 101 and §24- 105 - 102 concerning the monitoring of vendor performance on state
Agreements and inclusion of performance information in a statewide Contract Management System.
Local Agency performance shall be subject to Evaluation and Review in accordance with the terms and
conditions of this Agreement, State law, including CRS §24- 103 . 5- 101 , and State Fiscal Rules, Policies and
Guidance. Evaluation and Review of Local Agency performance shall be part of the normal Agreement
administration process and Local Agency 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 obligations under this
Agreement shall be determined by the specific requirements of such obligations and shall include factors
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tailored to match the requirements of Local Agency 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 Agreement 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 CDOT and showing of good cause, may
debar Local Agency and prohibit Local Agency from bidding on future Agreements. 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 a showing of
good cause.
21. GENERAL PROVISIONS
A. Assignment
Local Agency' s rights and obligations hereunder are personal and may not be transferred, assigned or
subcontracted without the prior, written consent of the State. Any attempt at assignment, transfer, or
subcontracting without such consent shall be void. All assignments, subcontracts approved by Local
Agency or the State are subject to all of the provisions hereof. Local Agency shall be solely responsible for
all aspects of subcontracting arrangements and performance.
B. Binding Effect
Except as otherwise provided in §21(A), all provisions herein contained, including the benefits and
burdens, shall extend to and be binding upon the Parties ' respective heirs, legal representatives, successors,
and assigns.
C. Captions
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions.
D. Counterparts
This Agreement may be executed in multiple identical original counterparts, all of which shall constitute
one agreement.
E. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties and all prior
representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein.
F. Indemnification-General
If Local Agency is not a "public entity" within the meaning of the Colorado Governmental Immunity Act,
CRS §24- 10- 101 , et seq., the Local Agency shall indemnify, save, and hold harmless the State, its
employees and agents, against any and all claims, damages, liability and court awards including costs,
expenses, and attorney fees and related costs, incurred as a result of any act or omission by the Local
Agency, or its employees, agents, subcontractors or assignees pursuant to the terms of this Agreement.
This clause is not applicable to a Local Agency that is a "public entity" within the meaning of the Colorado
Governmental Immunity Act, CRS §24- 10- 101 , et seq.
G. Jurisdiction and Venue
All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado and
exclusive venue shall be in the City and County of Denver.
H. Limitations of Liability
Any and all limitations of liability and/or damages in favor of the Local Agency contained in any document
attached to and/or incorporated by reference into this Agreement, whether referred to as an exhibit,
attachment, schedule, or any other name, are void and of no effect. This includes, but is not necessarily
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limited to, limitations on (i) the types of liabilities, (ii) the types of damages, (iii) the amount of damages,
and (iv) the source of payment for damages.
I. Modification
i. By the Parties:
Except as specifically provided in this Agreement, modifications of this Agreement shall not be
effective unless agreed to in writing by the Parties in an amendment to this Agreement, properly
executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and
Office of the State Controller Policies, including, but not limited to, the policy entitled
MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS .
H. By Operation of Law
This Agreement is subject to such modifications as may be required by changes in federal or Colorado
State law, or their implementing regulations. Any such required modification automatically shall be
incorporated into and be part of this Agreement on the effective date of such change, as if fully set
forth herein.
J. Order of Precedence
The provisions of this Agreement shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Agreement and its exhibits and attachments including, but not limited to, those
provided by Local Agency, such conflicts or inconsistencies shall be resolved by reference to the
documents in the following order of priority:
i. Colorado Special Provisions,
u. The Provision of the main body of this Agreement,
in. Exhibit A (Scope of Work),
iv. Exhibit C (Budget),
v. Exhibit B (FASTER Program Requirements)
vi. Any executed Option Letter, and
vH. Other Exhibits in descending order of their attachment.
K Severability
Provided this Agreement can be executed and performance of the obligations of the Parties accomplished
within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof.
L. Survival of Certain Grant Terms
Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued
performance, compliance, or effect after termination hereof, shall survive such termination and shall be
enforceable by the State if Local Agency fails to perform or comply as required.
M. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all
State and local government sales and use taxes under CRS § §39-26- 101 and 201 et seq. Such exemptions
apply when materials are purchased or services rendered to benefit the State; provided however, that certain
political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the
product or service is provided to the State. Local Agency shall be solely liable for paying such taxes as the
State is prohibited from paying for or reimbursing Local Agency for them.
M. Third Party Beneficiaries
Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties,
and not to any third party. Any services or benefits which third parties receive as a result of this Agreement
are incidental to the Agreement, and do not create any rights for such third parties.
N. Waiver
Waiver of any breach of a term, provision, or requirement of this Agreement, or any right or remedy
hereunder, whether explicitly or by lack of enforcement, 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.
O. CORA Disclosure
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To the extent not prohibited by federal law, this Agreement and the performance measures and standards
under CRS §24- 103 .5- 101 , if any, are subject to public release through the Colorado Open Records Act,
CRS §24-72- 101 , et seq.
22. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Agreements except where noted in italics.
A. CONTROLLER'S APPROVAL. CRS §24-30-202 (1)
This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
Be FUND AVAILABILITY. CRS §24-30-202(5.5)
Financial obligations 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 Agreement 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
Local Agency shall perform its duties hereunder as an independent contractor and not as an employee.
Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or
employee of the State. Local Agency and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for Local Agency or any of its agents or employees. Unemployment insurance
benefits will be available to Local Agency and its employees and agents only if such coverage is made
available by Local Agency or a third party. Local Agency shall pay when due all applicable employment
taxes and income taxes and local head taxes incurred pursuant to this Agreement. Local Agency shall not
have authorization, express or implied, to bind the State to any agreement, liability or understanding, except
as expressly set forth herein. Local Agency shall (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
Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. CHOICE OF LAW
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this grant. 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
Agreement, 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 Agreement 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 Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Local Agency hereby certifies and warrants that, during the term of this Agreement and any
extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Local Agency is in violation of this provision, the
State may exercise any remedy available at law or in equity or under this Agreement, including, without
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limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws
or applicable licensing restrictions.
L 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 Agreement. Local Agency has no interest
and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Local Agency services and Local Agency 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 §24-30-202.4 (3 .5), the State Controller may withhold payment under the State ' s vendor
offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support
arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21 - 101 , et
seq. ; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d)
amounts required to 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 GRANTS 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 technology services orproducts and services]
Local Agency certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal
alien who will perform work under this Agreement and will confirm the employment eligibility of all
employees who are newly hired for employment in the United States to perform work under this
Agreement, through participation in the E-Verify Program or the State program established pursuant to
CRS § 8- 17.5- 102(5)(c), Local Agency shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to
Local Agency that the Local subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement. Local Agency (a) shall not use E-Verify Program or State program
procedures to undertake pre-employment screening of job applicants while this Agreement is being
performed, (b) shall notify the subcontractor and the contracting State agency within three days if Local
Agency has actual knowledge that a Local subcontractor is employing or contracting with an illegal alien
for work under this Grant, (c) shall terminate the subcontract if a Local 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 Local Agency participates in the
State program, Local Agency shall deliver to the contracting State agency, Institution of Higher Education
or political subdivision, a written, notarized affirmation, affirming that Local Agency has examined the
legal work status of such employee, and shall comply with all of the other requirements of the State
program. If Local Agency fails to comply with any requirement of this provision or CRS § 8- 17.5- 101 et
seq., the contracting State agency, institution of higher education or political subdivision may terminate this
Agreement for breach and, if so terminated, Local Agency shall be liable for damages.
L. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24-76.5-101
Local Agency, if a natural person eighteen ( 18) years of age or older, hereby swears and affirms 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 of CRS §24-76.5- 101 et seq., and (c) has produced one
form of identification required by CRS §24-76. 5- 103 prior to the effective date of this Agreement.
SPs Effective l /l /09
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23, SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
* Persons signing for Local Agency hereby swear and affirm that they are authorized to act on Local Agency behalf
and acknowledge that the State is relying on their representations to that effect.
LOCAL AGENCY STATE OF COLORADO
CITY OF FORT COLLINS John W. Hickenlooper, Governor
Colorado Department of Transportation
By: Shailen P. Bhatt — Executive Director
Print Name of Authorized Individual
Title:
Print Title of Authorized Individual By:
Signatory avers to the State Controller or delegate that, except
as specified herein, Local Agency has not begun performance
* Signature or that a Statutory Violation waiver has been requested under
Fiscal Rules
Date: Date:
2nd Local Agency Signature if Needed LEGAL REVIEW
Cynthia H. Coffman, Attorney General
By:
Title:
By:
* Signature Signature - Assistant Attorney General
Date:
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. 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 performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Colorado Department of Transportation
Date:
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24, EXHIBIT A
SCOPE OF WORK AND BUDGET
SCOPE
The City of Fort Collins will provide parking enforcement for the new daily use lot at Harmony and I-25
(Harmony Transfer Center). Enforcement is anticipated to begin in July of 2015 when the CDOT Bustang
service begins.
The phased approach to enforcement will be implemented by the City as follows :
1 ) New and increased signage declaring the lot for day use only, and that violators are subject to ticket and
towing at their expense.
2) Seven day per week enforcement, requiring additional Parking Services staff ( 1 part time contract officer).
3) Phase 1 includes basic, manual chalking and monitoring of tires at the facility on a daily basis; allows City
to enforce on Bustang' s start date.
4) Phase 2 includes purchase and installation of a fixed License Plate Recognition (LPR) system that provides
enforcement officers data on vehicles left more than 24 hours in the lot for more effective and efficient
enforcement. Option 2 could either be part of an initial pilot project using temporary (non-permanent)
cameras, or wait and implement later.
5) Phases and 2 could be used as a gradual implementation approach or at CDOT' s preference, implemented
concurrently (order technology and enforce manually initially).
6) It may be prudent to approach this summer as a pilot program to determine the effectiveness of signage and
initial enforcement actions prior to CDOT making large-scale investments in LPR technology.
WHAT THE CITY WILL ENFORCE PURSUANT TO THIS AGREEMENT
• The City will enforce parking pursuant to the City ' s process and enforcement policies.
• Code 1801 (a) (II) Abandoned vehicle on public property after 48 hours.
• Code 1204(6) (a) Block face or public parking lot time restriction. Code 1204(6) provides accumulating
fines for overtime.
• Enforcement of both Codes run concurrently.
• Nothing contained in this Agreement or Scope of Work affects any right of the City in regards to enforcing
any other law, Code, Ordinance, or Statute at the Harmony Transfer Center.
Enforcement of public parking lot time restriction (1204) :
• The lot will be signed in a way similar to the downtown overtime block-face rule. The Park and Ride
(PnR) would have an accumulating fine structure should the same vehicle violate the 24 hour rule.
• The escalating fine process will reset if the vehicle goes six months without a violation.
• Current Fine Structure:
o First violation (warning) $0
o Second violation $ 10 (48 hours initiates the abandoned vehicle towing process)
o Third violation $25 (impacts repeat offenders)
o Fourth violation $50 (impacts repeat offenders)
Enforcement of 48 hour abandoned vehicle code (1801) :
• 1 st violation after 24 hours — Warning with "oops" card informing of lot rules (same timing as initial
parking lot restriction violation)
• 2nd violation after 48 hours —citation (see above) and tow tag giving 48 hours notice to move or vehicle
will be towed.
• Approximately 96 hours — vehicle towed at owners expense.
• Note: per statute, the City cannot deviate from this process and time constraints.
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• Still a valuable deterrent when word gets out about active enforcement.
WHAT CDOT WILL PROVIDE
• CDOT will monitor the parking enforcement program, and meet with the City periodically to review.
• CDOT will evaluate the level of parking violations quarterly, and in consultation with the City determine if
any modifications to the program are warranted. If modifications become warranted, CDOT will negotiate
a revised program scope/IGA with the City for implementation.
• CDOT will convene a working group of all Harmony Road service providers to discuss and plan for future
expansion if/when warranted.
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25, EXHIBIT B
FASTER Program Requirements
1. CONFORMANCE WITH LAW
The Local Agency and its agent(s) will adhere to all applicable state and federal laws, Executive Orders
and implementing regulations as they currently exist and may hereafter be amended. Further, the Local
Agency agrees to comply with the intent and requirements of the National Environmental Policy Act
(NEPA) regardless of whether or not there is federal funding involved, as is consistent with CDOT' s
Environmental Stewardship Guide.
2. NON DISCRIMINATION
The Local Agency agrees to comply with and ensure any subcontracts comply with, the requirements of:
A. The American with Disabilities Act, Title II, and its implementing regulations--28 CFR Part 35, and
49 CFR parts 27, 37 and 38; and
B. The Civil Rights Act of 1964, Titles VI and VII, and their implementing regulations.
3. STATE INTEREST This section applies if box checked .❑
The Local Agency understands and agrees that the State retains a State interest in any real property, or
equipment financed with State assistance (Project property) until, and to the extent that the State
relinquishes its State interest in that Project property, as described in Exhibit A. All State interests in real
property or equipment shall survive termination, expiration or cancellation of this Agreement. With respect
to any Project property financed with State assistance under this Agreement, the Local Agency agrees to
comply with the following:
A. Use of Project Property. The Local Agency agrees to use Project property for appropriate Project
purposes for the duration of the useful life of that property, as required by the State and set forth in the
scope. Should the Local Agency unreasonably delay or fail to use Project property during the useful
life of that property, the Local Agency agrees that it may be required to return the entire amount of the
State assistance expended on that property. The Local Agency further agrees to notify the State
immediately when any Project property is withdrawn from Project use or when any Project property is
used in a manner substantially different from the representations the Local Agency has made to CDOT.
B. Maintenance. The Local Agency agrees to maintain Project property in good operating order to the
State ' s satisfaction.
C. Records. The Local Agency agrees to keep satisfactory records pertaining to the use of Project
property, and submit to the State upon request such information as may be required to assure
compliance with this Section.
D. Encumbrance of Project Property. The Local Agency agrees to maintain satisfactory continuing
control of Project property as follows :
i. Written Transactions. The Local Agency agrees that it will not execute any transfer of title, lease,
lien, pledge, mortgage, encumbrance, third party agreement, subcontract, alienation, innovative
finance arrangement (such as a cross border lease, leveraged lease, or otherwise), or any other
obligation pertaining to Project property, that in any way would affect the continuing State
interest in that Project property.
ii. Oral Transactions. The Local Agency agrees that it will not obligate itself in any manner to any
third party with respect to Project property.
iii. Other Actions. The Local Agency agrees that it will not take any action adversely affecting the
State interest in or impair the Local Agency's continuing control of the use of Project property.
E. Transfer of Project Property. The Local Agency understands and agrees as follows:
i. Local Agency Request. The Local Agency may transfer any Project property financed with State
assistance to another public body or private nonprofit entity to be used for the same purpose set
forth herein with no further obligation to the State Government, provided the transfer is approved
by the State in writing.
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H. State Government Direction. The Local Agency agrees that the State may direct the disposition
of, and even require the Local Agency to transfer, title to any Project property financed with
State assistance under this Agreement if it is found that the Project property is not being used for
the intended purpose as stated in the Scope of Work.
Hi. Leasing Project Property to Another Party. If the Local Agency leases any Project property to
another party, the Local Agency agrees to retain ownership of the leased Project property, and
assure that the lessee will use the Project property appropriately, either through a written lease
between the Local Agency and lessee, or another similar document, consistent with the Project
purpose set forth herein. Upon request by the State, the Local Agency agrees to provide a copy of
any relevant documents.
F. Disposition of Project Property. The Local Agency agrees that the State may establish the useful life
of Project property, and that it will use Project property continuously and appropriately throughout the
useful life of that property.
i. Project Property Prematurely Withdrawn from Use. For Project property withdrawn from
appropriate use before its useful life has expired, the Local Agency agrees as follows:
a). Notification Requirement. The Local Agency agrees to notify the State immediately
when any Project property is prematurely withdrawn from appropriate use, whether by
planned withdrawal, misuse, or casualty loss.
b). Calculating the Fair Market Value of Prematurely Withdrawn Project Property. The
Local Agency agrees that the State retains a State interest in the fair market value of
Project property prematurely withdrawn from appropriate use. The amount of the State
interest in the Project property shall be determined by the ratio of the State assistance
awarded for the property to the actual cost of the property. The Local Agency agrees that
the fair market value of Project property prematurely withdrawn from use will be
calculated as follows :
I. Equipment. The Local Agency agrees that the fair market value of Project
equipment and supplies shall be calculated by straight-line depreciation of that
property, based on the useful life of the equipment as established or approved by
the State. The fair market value of Project equipment shall be the value
immediately before the occurrence prompting the withdrawal of the equipment or
supplies from appropriate use. In the case of Project equipment lost or damaged by
fire, casualty, or natural disaster, the fair market value shall be calculated on the
basis of the condition of that equipment or supplies immediately before the fire,
casualty, or natural disaster, irrespective of the extent of insurance coverage.
H. Real Property. The Local Agency agrees that the fair market value of real property
shall be determined either by competent appraisal based on an appropriate date
approved by the State, or by straight line depreciation, whichever is greater.
III. Exceptional Circumstances. The Local Agency agrees that the State may require
the use of another method to determine the fair market value of Project property.
In unusual circumstances, the Local Agency may request that another reasonable
valuation method be used including, but not limited to, accelerated depreciation,
comparable sales, or established market values. In determining whether to approve
such a request, the State may consider any action taken, omission made, or
unfortunate occurrence suffered by the Local Agency with respect to the
preservation of Project property withdrawn from appropriate use.
c). Financial Obligations to the State. The Local Agency agrees to remit to the State the State
interest in the fair market value of any Project property prematurely withdrawn from
appropriate use. In the case of fire, casualty, or natural disaster, the Local Agency may
fulfill its obligations to remit the State interest by either:
I. Investing an amount equal to the remaining State interest in like-kind property that
is eligible for assistance within the scope of the Project that provided State
assistance for the Project property prematurely withdrawn from use; or
II. Returning to the State an amount equal to the remaining State interest in the
withdrawn Project property.
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G. State Interest-Project. The State shall protect its interest in the equipment being obtained with Grant
Funds.
H. Insurance Proceeds. If the Local Agency receives insurance proceeds as a result of damage or
destruction to the Project property, the Local Agency agrees to :
i. Apply those insurance proceeds to the cost of replacing the damaged or destroyed Project
property taken out of service, or
I Return to the State an amount equal to the remaining State interest, based on straight line
depreciation, in the damaged or destroyed Project property.
I. Misused or Damaged Project Property. If any damage to Project property results from abuse or
misuse occurring with the Local Agency's knowledge and consent, the Local Agency agrees to restore
the Project property to its original condition or refund the value of the State interest, based on straight
line depreciation, in that property, as the State may require.
J. Responsibilities After Project Closeout. The Local Agency agrees that Project closeout by the State
will not change the Local Agency' s Project property management responsibilities as stated in this
Section of the Agreement.
4. RAILROADS This section applies if box checked ❑
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 Local Agency 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 Local Agency shall also establish contact
with the railroad company involved for the purpose of complying with applicable provisions of 23 CFR
646, subpart B, concerning State or 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.
5. UTILITIES, ACCESS, RIGHT OF WAY This section applies if box checked ❑
A. Utilities. ❑ If necessary, the Local Agency will be responsible for obtaining the proper clearance or
approval from any utility company, local, State, or federal government agency, or other entity which
may become involved in this Project. CDOT will reasonably assist Local Agency in this regard in all
cases in which CDOT is in a unique position to do so, provided that in no case will CDOT be required
to expend State funds to provide such assistance. Prior to this Project being advertised for bids, the
Local Agency will certify in writing to the State that all such clearances have been obtained.
B. Access. ❑ The Local Agency shall be responsible for obtaining an access permit from CDOT
Region offices. The Local Agency shall be responsible for obtaining a use and occupancy permit from
the State. Prior to this Project being advertised for bids, the Local Agency will certify in writing to the
State that all such clearances have been obtained.
C. Right of Way. ❑ The parties acknowledge that the Project is for the mutual benefit of the Local
Agency and CDOT, and that it shall be constructed on State right of way. As a result of the Project
being constructed on State right of way, the Local Agency shall be responsible for obtaining an
approved Interchange Approval consistent with CDOT Policy Directive 1601 . The Local Agency shall
also be responsible for executing a grant with CDOT that addresses how construction oversight shall
be coordinated and carried out.
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If the Project includes right of way, prior to this Project being advertised for bids, the Local Agency
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 federal and state statutes, regulations,
CDOT policies and procedures, 49 CFR Part 24, the Uniform Act government-wide regulation-, the
FHWA "Project Development Guide" and CDOT' s "Right of Way Operations Manual".
Allocation of responsibilities can be as follows :
i. 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);
n. Federal participation in right of way acquisition (3111 charges), relocation (3109 charges) but no
participation in incidental expenses (3114 charges); or
iii. 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
and the State' s responsibilities for each option is specifically set forth in CDOT' s Right of Way
Operation Manual. The manual is located at http://www.dot. state.co.us/ROW_Manual/.
6. DISADVANTAGE BUSINESS ENTERPRISE ("DBE") EFFORTS
The State encourages the Local Agency to utilize small businesses owned by minorities, women and
disadvantaged individuals to the greatest extent possible without sacrificing adequate competition. The
Local Agency is reminded of the illegality of discrimination and of the need to take all necessary and
reasonable steps to ensure non-discrimination in the area of contracting and procurement and to create a
level playing field where small minority, women, and disadvantaged businesses can compete fairly in
CDOT assisted contracts and procurements. This policy specifically upholds the Transportation
Commission' s commitment to fair and equitable business practices and is supported by CDOT' s small
business development programs.
The CDOT Center for Equal Opportunity (EO) can provide lists of qualified DBE/MBE/WBE vendors as
well as other technical assistance. Inquiries can be directed to the Director of Center for Equal Opportunity
or Business Team Supervisor at 303-757-9234.
7. MAINTENANCE OBLIGATIONS This section applies if box checked ❑
The Local Agency will maintain and operate the improvements constructed under this Agreement at its
own cost and expense during their useful life, in a manner reasonably 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 may make periodic
inspections of the Project to verify that such improvements are being adequately maintained.
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26, EXHIBIT C
BUDGET
Phase 1 : (manual enforcement) Pilot Phase
Ongoing (annual costs) : includes all personnel costs, equipment, vehicle expenses, all materials and supplies and
any payments made directly to vendors (new contract employee w/ benefits, needed for 7-day enforcement).
Total Annual Costs: $ 57,000
One-time costs (upfront):
T2 custom report for PnR $ 1450 (tracks ticket activity and revenue report for PnR)
Purchase of Phone for Officer $ 150
Purchase of 1 boot for PnR $ 600
Purchase 1 handheld computer $ 79500
Percent of parking vehicle $ 7,200
Chalk sticks/chalk $ 280
Officer Badge $ 350
Total One-Time Costs: $17,530
TOTAL COSTS PHASE 1 : $ 75,000
Phase 2 : Optional: Installation of License Plate Recognition (fixed L PR technology) .
Estimated costs for direct expenses to purchase the LPR technology would be approximately $65,000 with some
ongoing data plans and utility costs to be paid by CDOT. The City' s estimated annual costs would continue to be
billed to CDOT.
One-time costs (upfront):
Purchase of permanent LPR enter/exit system $54,000-65 ,000
Note : Purchase costs could vary based on exact technical requests and location of cameras . Ongoing enforcement
costs may be reduced if LPR system implemented.
Total One-Time Costs : $ 54.000-6500
Ongoing Costs same as Phase 1 (above) $50,000 -57,000
TOTAL COSTS PHASE 2 : $1049000-1229000
Notes:
• All costs to enforce parking at the Harmony PnR are to be assumed by CDOT.
• Revenues from 24 hour violation citations will be applied to enforcement costs.
• Enforcement options will be reviewed at the end of the 90 day pilot period.
• Enforcement program effectiveness and cost structure to be reviewed and updated annually (or at a time
period agreed to by both parties) by CDOT and the City.
NOTE :
This parking management plan will not catch every 24 hour violator, and vehicles left for 48 hours cannot be towed
without due process specified per City Code. There will be an educational component, whereby parking enforcement
officers will help people whenever they can to learn about the new restrictions at the PnR. The combination of
increased signage, coordinated public information/education, and visible enforcement presence should have an
effect on parking behavior at the Harmony Transfer Center PnR.
This plan is considered a starting point by both Parties that can be implemented in time for the start
of the Bustang service. The management plan will allow CDOT and the City to gauge the scale of the
parking management problem, and refine parking management strategies into the future.
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27, EXHIBIT D
49 CFR 18 Subpart C
This Exhibit D includes select applicable provisions as they exist or as of the Effective Date. Local Agency is
responsible for compliance with all State and federal laws, rules and regulations as they currently exist and may
hereafter be amended.
Financial Administration
Sec. 18.20 Standards for financial management systems.
(a) A State must expend and account for grant funds in accordance with State laws and procedures for
expending and accounting for its own funds. Fiscal control and accounting procedures of the State, as well
as its subcontractors and cost-type contractors, must be sufficient to-
( 1 ) Permit preparation of reports required by this part and the statutes authorizing the grant, and
(2) Permit the tracing of funds to a level of expenditures adequate to establish that such funds have not
been used in violation of the restrictions and prohibitions of applicable statutes.
(b) The financial management systems of other local agencies and subcontractors must meet the following
standards :
( 1 ) Financial reporting. Accurate, current, and complete disclosure of the financial results of financially-
assisted activities must be made in accordance with the financial reporting requirements of the
agreement or subcontract.
(2) Accounting records. Local Agencies and subcontractors must maintain records which adequately
identify the source and application of funds provided for financially assisted activities. These records
must contain information pertaining to agreement or subcontract awards and authorizations,
obligations, unobligated balances, assets, liabilities, outlays or expenditures, and income.
(3) Internal control. Effective control and accountability must be maintained for all agreements and
subcontract cash, real and personal property, and other assets. Local Agencies and Local
subcontractors must adequately safeguard all such property and must assure that it is used solely for
authorized purposes.
(4) Budget control. Actual expenditures or outlays must be compared with budgeted amounts for each
agreement or subcontract. Financial information must be related to performance or productivity data,
including the development of unit cost information whenever appropriate or specifically required in
the agreement or subcontract. If unit cost data are required, estimates based on available
documentation will be accepted whenever possible.
(5) Allowable cost. Applicable OMB cost principles, agency program regulations, and the terms of
agreement and subcontracts will be followed in determining the reasonableness, allowability, and
allocability of costs.
(6) Source documentation. Accounting records must be supported by such source documentation as
cancelled checks, paid bills, payrolls, time and attendance records, agreement and subcontract
documents, etc.
Sec. 18.22 Allowable costs.
(a) Limitation on use of funds. Agreement funds may be used only for:
( 1 ) The allowable costs of the local agencies and subcontractors, including allowable costs in the form
of payments to fixed-price contractors; and
(2) Reasonable fees or profit to cost-type contractors but not any fee or profit (or other increment above
allowable costs) to the local agencies or subcontractors.
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(b) Applicable cost principles. For each kind of organization, there is a set of federal principles for determining
allowable costs. Allowable costs will be determined in accordance with the cost principles applicable to the
organization incurring the costs. The following chart lists the kinds of organizations and the applicable cost
principles.
For the costs of a Use the principles in--
State, local or Indian tribal government. OMB Circular A-87 .
Private nonprofit organization other than an ( 1 ) OMB Circular A- 122 .
institution of higher education, (2) hospital, or (3)
organization named in OMB Circular A122 as not
subject to that circular.
Educational institutions. OMB Circular A-21 .
For-profit organization other than a hospital and an 48 CFR part 31 . Contract Cost Principles and
organization named in OMB Circular A122 as not Procedures, or uniform cost accounting
subject to that circular. standards that comply with cost principles
acceptable to the federal agency.
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28, EXHIBIT E
General Procurement Standards
This Exhibit E includes select applicable provisions as they exist or as of the Effective Date. Local Agency is
responsible for compliance with all State and federal laws, rules and regulations as they currently exist and may
hereafter be amended.
General Procurement Standards
1 . Maintain a contract administration system which ensures that contractors perform in accordance with
the terms, conditions, and specifications of the contract or purchase order.
2 . Maintain a written code of standards of conduct governing the performance of their employees
engaged in the award and administration of contracts.
3 . Maintain procedures that provide for the review of proposed procurements to avoid purchase of
unnecessary or duplicative items.
4. Use value engineering clauses in contracts for construction projects of sufficient size to offer
reasonable opportunities for cost reductions.
5 . Make awards only to responsible contractors possessing the ability to perform successfully under the
terms and conditions of the proposed procurement. Consideration shall be given to such matters as
contractor integrity, compliance with public policy, record of past performance, and financial and
technical resources.
6. Maintain records sufficient to detail the significant history of the procurement. Including:
a. Rationale for the method of procurement;
b. Selection of contract type;
c. Contractor selection or rejection;
d. Basis for the contract price; and
e. Other.
7 . Maintain protest procedures to handle and resolve disputes relating to procurements.
8 . All procurement transactions shall be conducted in a manner providing full and open competition.
9. Maintain written selection procedures for procurement transactions.
10. Ensure that all pre-qualified list of persons, firms, or products which are used in acquiring goods and
services are current and include enough qualified sources to ensure maximum open and free
competition.
11 . Method of procurements to be followed:
a. Small Purchase — is a relatively simple and informal procurement method for securing services,
supplies, or other property that do not cost more than $ 150,000.00. If small purchase procedures
are used, price or rate quotation shall be obtained from at lease three sources. Quotations will be in
writing if for goods in excess of $ 10,000 and if for services in excess of $25 ,000.00.
b. Formal Sealed Bids —are publicly solicited and a firm-fixed-prices (lump sum or unit price) is
awarded to the responsible bidder whose bid, conforming with all the material terms and
conditions of the invitation for bids, is the lowest in price. This method is preferred for procuring
construction. If this method is used, the following requirements apply:
i. Must be publicly advertised;
ii. Must give at least 14 days for bidders to respond;
iii. Must include any specifications and pertinent attachments to all bidders to respond
properly;
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iv. All bids will be publicly opened at the time and place prescribed in the invitation for bid;
v. A firm fixed-price contract award will be made in writing to the lowest responsive and
responsible bidder; and
vi. Any or all bids may be rejected if there is a sound documented reason.
c. Competitive Proposals — are generally used when conditions are not appropriate for the use of
sealed bids. If this method is used, the following requirements apply:
i. Request for proposals will be publicized;
ii. Identify all evaluation factors and their relative importance;
iii. Proposals will be solicited from an adequate number of qualified sources;
iv. Have a method for conducting technical evaluation of the proposals received and for
selecting awardees;
v. Awards will be made to the responsible firm whose proposal is most advantageous to the
program, with price and other factors considered; and
vi. May be used for qualifications-based procurement of architectural/engineering professional
services whereby competitors ' qualifications are evaluated and the most qualified
competitor is selected. Note — the method, where price is not used as a selection factor, can
only be used in procurement of A/E professional services. It cannot be used to purchase
other types of services through A/E firms. See also Exhibit H for procurement of A/E
professional services.
d. Noncompetitive Proposals - may be used only when the award of a contract is infeasible under the
other three methods and the following circumstances applies:
i. The item is available only from a single source;
ii. The public exigency or emergency for the requirement will not permit a delay resulting
from competitive solicitation;
iii. The awarding agency authorizes noncompetitive proposals; or
iv. After solicitation of a number of sources, competition is determined inadequate.
12. Small, Minority and Women owned business enterprise and labor surplus area firms — In accordance
with Exhibit B, Section 9 take affirmative steps to assure that minority and women business
enterprises, and labor surplus area firms are used when possible.
a. Placing qualified firms on solicitation lists;
b. Assuring that firms are solicited whenever they are potential sources;
c. Dividing total quantities to permit maximum participation;
d. Establishing delivery schedules, where the requirement permits, which encourage participation by
S/M/W owned firms; and
e. Using the services of the Small Business Administration, Minority Business Development Agency
of the Department of Commerce, the CDOT EO office or other agencies that qualify S/M/W
owned firms.
13 . Bonding requirements — For construction or facility improvement contracts or subcontracts exceeding
$ 100,000.00.
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29, EXHIBIT F
State and Local Agency Commitments
A. Design — This section applies if box checked: ❑
1. Work including preliminary design or final design (the "Construction Plans"), design work sheets, or
special provisions and estimates (collectively referred to as the "Plans"), requires that the Local
Agency 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 Grant documents;
g. be responsible for the Plans being accurate and complete; and
h. make no further changes in the Plans following the award of the construction contract except in
writing approved by all 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. Local Agency:
a. 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. (If applicable) 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 FHWA requirements.
c. may enter into a contract with a subcontractor to do all or any portion of the Plans and/or of
construction administration. Provided, however, that if State funds are involved in the cost of such
work to be done by a subcontractor, that subcontract (and the performance/provision of the Plans
under the subcontract) must comply with all applicable requirements of 23 CFR Part 172 and with
any procedures implementing those requirements as provided by the State, including those in this
Grant. If the Local Agency does enter into a subcontract with a subcontractor for the Work:
( 1 ) Local Agency shall submit a certification that procurement of any design subcontractor
complied with the requirements of 23 CFR 172.5( 1 ) prior to entering into subcontract. The
State shall either approve or deny such procurement. If denied, the Local Agency may not
enter into the subcontract.
(2) Local Agency shall ensure that all changes in the subcontract have prior approval by the State.
Such changes in the subcontract shall be by written supplement grant. As soon as the
subcontract with the subcontractor has been awarded by the Local Agency, one copy of the
executed subcontract shall be submitted to the State. Any amendments to such subcontract
shall also be submitted.
(3) it shall require that all subcontractor billings under that subcontract shall comply with the
State' s standardized billing format. Examples of the billing formats are available from the
CDOT Agreements Office.
(4) it (or its subcontractor) shall use the CDOT procedures described to administer that design
subcontract, to comply with 23 CFR 172. 5(b) and (d).
(5) it may expedite any CDOT approval of its procurement process and/or subcontract by
submitting a letter to CDOT from the certifying Local Agency' s attorney/authorized
representative certifying compliance with 23 CFR 172 . 5(b) and (d).
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(6) it shall ensure that its subcontract complies with the requirements of 49 CFR 18 .36(i) and
contains the following language verbatim:
(a) "The design work under this Grant shall be compatible with the requirements of the Grant
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 subcontract for that purpose."
(b) "Upon advertisement of the Project work for construction, the subcontractor 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 Local Agency shall review the construction subcontractor' s shop drawings for
conformance with the subcontract 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
ensure compliance with State and federal requirements.
B. Construction — This section applies if box checked: ❑
1. Work including construction requires that, the Local Agency perform the construction and
construction administration in accordance with the approved Plans and CDOT oversight. Such
administration shall include Project inspection and testing; approving sources of materials; performing
required plant and shop inspections; documentation of grant payments, testing and inspection
activities; preparing and approving pay estimates; preparing, approving and securing the funding for
Grant modification orders and minor subcontract revisions; processing subcontractor claims;
construction supervision; and meeting the Quality Control requirements of CDOT which can be found
in the FHWA and CDOT Stewardship agreement located at:
http://www.coloradodot.info/business/permits/accesspermits/references/stewardship-agreement.pdf .
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 subcontractor 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. Local Agency:
a. 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 Grant, the requirements of the construction subcontract 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 subcontract(s) to the low responsible bidder(s)
upon approval by the State.
( 1 ) In advertising and awarding the bid for the construction, the Local Agency shall comply with
applicable requirements of 23 USC § 112, 23 CFR Parts 633 and 635, and CRS §24-92- 101 et
seq. Those requirements include, without limitation, that the Local Agency/subcontractor
shall comply with terms and conditions as required by 23 CFR §633 . 102(e).
(2) 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.
(3) 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 State 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
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such force account work is accomplished in accordance with the pertinent State specifications and
requirements with 23 CFR Part 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, the State and FHWA (if needed) in advance of the Work, as
provided for in 23 CFR §635 .204(c). Such agreed unit prices shall constitute a commitment as
to the value of the Work to be performed.
(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/or FHWA (if needed) 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 the
CDOT Form 1212 (for FHWA), if applicable.
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 within the Work of this Grant.
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30, EXHIBIT G
Option Letter
NOTE: This option is limited to the specific scenarios listed below AND cannot be used in place of exercising a formal amendment.
SAP PO# Original CMS Option Letter No. CMS #
Contractor / Local Agency:
A. SUBJECT: (Choose applicable options listed below AND in section B and delete the rest)
1. Option to renew (for an additional term); this renewal cannot be used to make any change to the original scope of work; and
2. Option to initiate next phase to include Design, Construction, Environmental, Utilities, ROW ONLY (does not apply to
Acquisition/Relocation or Railroads);
B. REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:
(Insert the following language for use with Option #1): In accordance with Paragraph(s) of grant routing number
(insert FY, Agency code, & CLIN routing #), between the State of Colorado, Department of Transportation, and (insert Local Agencys
name) the State hereby exercises the option for an additional term of (insert performance period here) at a cost/price specified in
Paragraph/Section/Provision of the original grant, AND/OR an increase in the amount of goods/services at the
same rate(s) as specified in Paragraph of the original grant.
(Insert the following language for use with Option #2): In accordance with the terms of the original grant (insert FY, Agency code
& CLIN routing #) between the State of Colorado, Department of Transportation and (insert Local Agency 's name here), the State
hereby exercises the option to initiate the phase in (indicate Fiscal Year here) that will include (describe which phase will be added
and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous). Total funds for this
Grant remain the same (indicate total dollars here) as referenced in Paragraph/Section/Provision/Exhibit of the
original grant.
(The followinff lan$ua¢e must be included on all options): The amount of the current Fiscal Year grant value is
(increased/decreased) by ($ amount of change) to a new Grant value of ($ ) to satisfy services/goods ordered under the
grant for the current fiscal year (indicate Fiscal Year). The first sentence in Paragraph/Section/Provision is hereby
modified accordingly. The total grant value to include all previous amendments, option letters, etc. is ($ ). The
effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is later.
State of Colorado
John W. Hickenlooper, Governor
By:
Executive Director,
Colorado Department of Transportation
Date:
ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State grants. This Option Letter 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
performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Controller
Colorado Department of Transportation
Date:
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31. EXHIBIT H
State or Federal-Aid Project Agreements with Professional Subcontractor Services
The Local Agency shall use these procedures to implement State or Federal-aid project agreements with
professional Sub Local Agency services including, but not limited to engineering, design, or architectural
services.
23 CFR Part172 applies to a federally funded Local Agency project agreement administered by CDOT that
involves professional subcontractor services. 23 CFR § 172. 1 states "The policies and procedures involve
federally funded agreements for engineering and design related services for projects subject to the provisions of
23 USC § 112(a) and are issued to ensure that a qualified subcontractor is obtained through an equitable
selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable
cost" and according to 23 CFR § 172.5 "Price shall not be used as a factor in the analysis and selection phase."
Therefore, local agencies must comply with these CFR requirements when obtaining professional subcontractor
services under a federally funded subcontract administered by CDOT.
Preference of Colorado Labor
Local Agency certifies, warrants, and agrees that it has knowledge of the "Keep Jobs in Colorado Act of 2013"
codified at Sections 8- 17- 101 , et seq., of the Colorado Revised Statutes and accompanying rules, 7 CCR 1103 -
6, and that Colorado labor shall be employed to perform at least eighty percent (80%) of the Work.
CDOT has formulated its procedures in Procedural Directive (P.D.) 400. 1 and the related operations guidebook
titled "Obtaining Professional subcontractor services" . This directive and guidebook incorporate requirements
from both Federal and State regulations, i.e. , 23 CFR Partl72 and Colorado Revised Statute CRS §24-30- 1401
et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and
Consultant Management Unit. [Local agencies should have their own written procedures on file for each
method of procurement that addresses the items in 23 CFR Part 172] .
Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the
subsequent steps serve as a short-hand guide to CDOT procedures that a Local Agency must follow in obtaining
professional subcontractor services. This guidance follows the format of 23 CFR Part 172. The steps are:
1 . The contracting Local Agency shall document the need for obtaining professional services.
2. Prior to solicitation for subcontractor services, the contracting Local Agency shall develop a detailed
scope of work and a list of evaluation factors and their relative importance. The evaluation factors are
those identified in CRS §24-30- 1403 . Also, a detailed cost estimate should be prepared for use during
negotiations.
3 . The contracting agency must advertise for agreements in conformity with the requirements of CRS §24-
30- 1405 . The public notice period, when such notice is required, is a minimum of 15 days prior to the
selection of the three most qualified firms and the advertising should be done in one or more daily
newspapers of general circulation.
4 . The request for subcontractor services should include the scope of work, the evaluation factors and their
relative importance, the method of payment, and the goal of ten percent ( 10%) for Disadvantaged
Business Enterprise (DBE) participation as a minimum for the project.
5 . The analysis and selection of the subcontractor should be done in accordance with CRS §24-30- 1403 .
This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre-qualified
prime subcontractor and their team. It also shows which criteria are used to short-list and to make a final
selection.
The short-list is based on the following evaluation factors :
a. Qualifications,
b. Approach to the project,
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c. Ability to furnish professional services.
d. Anticipated design concepts, and
e. Alternative methods of approach for furnishing the professional services.
Evaluation factors for final selection are the subcontractor's:
a. Abilities of their personnel,
b. Past performance,
c. Willingness to meet the time and budget requirement,
d. Location,
e. Current and projected workload,
£ Volume of previously awarded contracts, and
g. Involvement of minority subcontractors.
6. Once a subcontractor is selected, the Local Agency enters into negotiations with the subcontractor to
obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared for grants
expected to be greater than $50,000. Federal reimbursement for costs are limited to those costs allowable
under the cost principles of 48 CFR Part 31 . Fixed fees (profit) are determined with consideration given
to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six (6) to
fifteen (15) percent of the total direct and indirect costs.
7. A qualified Local Agency employee shall be responsible and in charge of the project to ensure that the
work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of
the Grant. At the end of project, the Local Agency prepares a performance evaluation (a CDOT form is
available) on the subcontractor.
8 . Each of the steps listed above is to be documented in accordance with the provisions of 49 CFR § 18 .42,
which provide for records to be kept at least three (3) years from the date that the Local Agency submits
its final expenditure report. Records of projects under litigation shall be kept at least three (3) years after
the case has been settled.
The CRS § §24-30- 1401 through 1408, 23 CFR Part 172, and P.D. 400. 1 , provide additional details for
complying with the eight (8) steps just discussed.
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CDOT — Division of Transit and Rail
SAP PO #: 491000904
CMS #: NA / SRM #: 15-HTR-ZL-00214
32, EXHIBIT I
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
FASTERGrant.22.Ju111 — originated from approved OSC Grant template Rev 1/12/11 Page 35 of 35