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HomeMy WebLinkAboutresolution.council.031-26RESOLUTION 4031 (Series of 2026) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF ASPEN AND COLORADO DEPARTMENT OF TRANSPORTATION. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO0 WHEREAS, there has been submitted to the City Council an intergovernmental agreement for maintenance of Highway 82, between the City of Aspen and the Colorado Department of Transportation, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Intergovernmental Agreement for the maintenance of State Highway 82 between the City of Aspen and the Colorado Department of Transportation, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. RESOLVED, APPROVED, AND FINALLY ADOPTED by the City Council of the City of Aspen on the 101 day of March, 2026. I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council A the City of Aspen, Colorado, at a meeting held, March 10 ', 2026. Nicole Henning, City Cl Exhibit A: IGA Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731C (State $Traffic Mice) CITY OF ASPEN CONTRACT OL,A #: 331003785 Routing #: 2&HAMC-00082 Rev 10103 Region: R3 (13H) THIS AGREEMENT is entered into by and between the CITY OF ASPEN (hereinafter called the "Local Agency"), and the STATE OF COLORADO acting by and through the Department of Transportation (hereinafter called the "State" or "CDOT"). RECITALS: 1. Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient uncommitted balance thereof remains available for payment of project and Local Agency costs. Total Contract Amount: $309,980.00. 2. Required approval, clearance and coordination have been accomplished from and with appropriate agencies. 3. Section 43-2-102 and 103, C.R.S., require the State to maintain State highways (including where such highways extend through a city or an incorporated town), and Section 43=2-135(1)(1), C.R.S., as amended, requires the State to install, operate, maintain and control, at State expense, all traffic control devices on the State highway system within cities and incorporated towns. 4. The parties desire to enter this contract for the Local Agency to provide some or all of the certain Highway maintenance services on State highways that are the responsibility of the State under applicable law, and for the State to pay the Local Agency a reasonable negotiated fixed rate for such services. 5. The parties also intend that the Local Agency shall remain responsible to perform any services and duties on State highways that are the responsibility of the Local Agency under applicable law, at its own cost. 6. The State and the Local Agency have the authority, as provided in Sections 29-1-203, 43Av=1061 43-2-03 1, 43-2-104, and 43-2-144, C.R.S., as amended, and if applicable, in an ordinance or resolution duly passed and adopted by the Local Agency, to enter into contract with the Local Agency for the purpose of maintenance of traffic control devices on the State highway system as hereinafter set forth. 7. The Local Agency has adequate facilities to perform the desired maintenance services on State highways within its jurisdiction. THE PARTIES NOW AGREE THAT: Section 1. Scope of Work The Local Agency shall perform all maintenance services for the specified locations located within the Local Agency's jurisdiction and described in Exhibiit A. Such services and highways are further detailed in Section 5. Section 2.Order of Precedence In the event of conflicts or inconsistencies between this contract and its exhibits, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1. Special Provisions contained in section 22 of this contract 2. This contract 3. Exhibit E (General Provisions) 4. Exhibit A (Scope of Work) 5. Exhibit C (Option Letter) 6. Exhibit D (Encumbrance Letter). Section 3. Term This contract shall be effective upon the date signed/approved by the Stafie Controller, or designee, or on July 1, 2026, whichever is later. This contract will expire on June 30, 2031. Provided, however, that the State's financial obligation for each subsequent, consecutive fiscal year of that term after the first fiscal year shall be subject to and contingent upon funds for each subsequent year being appropriated, budgeted, and otherwise made available therefor. Document Builder Generated Page 1 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A7524FC04DA7-BE02-BA7074F6731 C OLA M 331003785 Routing #: 2&HAMC-00082 Section 4, Project Funding and Payment Provisions A. The Local Agency has estimated the total cost of the work and is prepared to accept the State funding for the work, as evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized representatives of the Local Agency, which expressly authorizes the Local Agency to enter into this contract and to complete the work under the project. A copy of any such ordinance or resolution is attached hereto and incorporated herein as Exhibit B. B. Subject to the terms of this contract, for the satisfactory performance of the maintenance services on the Highways, as described in Section 5, the State shall pay the Local Agency on a lump sum basis, payable in monthly installments, upon receipt of the Local Agency's Statements, as provided herein. C. The State shall pay the Local Agency for the satisfactory operation and maintenance of traffic control devices under this agreement at the rates described in Exhibit A. D. The Local Agency will provide maintenance services as described in Exhibit A, for a total maximum amount of $61,996.00 per State fiscal year, and a maximum contract total shall not exceed the cumulative five-year total of $309,980.00. The negotiated rate per location shall remain fixed for the full five-year term of the contract, unless this rate is renegotiated in accord with the procedure set forth herein in Section 17. The total payments to the Local Agency during the term of this contract shall not exceed that maximum amount, unless this contract is amended. The Local Agency will bill the State monthly and the State will pay such bills within 45 days. E. The Statements submitted by the Local Agency for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the highways such services were performed, in accord with standard Local Agency billing standards. F. If the Local Agency fails to satisfactorily perform the maintenance services or if the Statement submitted by the Local Agency does not adequately document the payment requested, after notice thereof from the State, the State may deduct and retain a proportionate amount from the monthly payment, based on the above rate, for that segment or portion. Section 5: State & Local Agency Commitments: A. The Local Agency shall perform the maintenance services for the certain State highway system locations described herein. Such services and locations are detailed in Exhibit A. B. The Local Agency shall operate and maintain the specific traffic control devices, and at the particular locations, all as listed on Exhibit A, in a manner that is consistent with current public safety standards on State highways within its jurisdictional limits, and in conformance with applicable portions of the "Manual on Uniform Traffic Control Devices" and the "Colorado Supplement" thereto, which are referred to collectively as the "Manual" and which are incorporated herein by reference as terms and conditions of this agreement. The Local Agency shall provide all personnel, equipment, and other services necessary to satisfactorily perform such operation and maintenance. C. The Parties shall have the option to add or delete, at any time during the term of this agreement and subject to §17 of this agreement, one or more specific traffic control devices to the list shown in Exhibit A and therefore amend the maintenance services to be performed by the Local Agency under this agreement. The State may amend Exhibit A by written notice to the Local Agency using an Option Letter substantially equivalent to Exhibit C. D. The Local Agency may propose, in writing, other potential specific traffic control devices to be operated and maintained by the Local Agency during the term of this agreement, based on the same rates that had been initially agreed to by the Local Agency in Exhibit A. If the State determines in writing that operation and maintenance of those other devices by the Local Agency is appropriate, and is desirable to the State, and if the State agrees to add such devices to this agreement, then the State shall, by written Option Letter issued to the Local Agency in a form substantially equivalent to Exhibit C, add such devices to this contract. E. The Local Agency shall perform all maintenance services on an annual basis. The Local Agency's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Regional Transportation Director, or his representative, shall determine the then current applicable maintenance standards for the maintenance services. Any standards/directions provided by the State's representative to the Local Agency concerning the Document Builder Generated Page 2 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731 C OLA #: 331003785 Routing #: 26-HAMC-00082 maintenance services shall be in writing. The Local Agency shall contact the State Region office and obtain those standards before the Local Agency performs such services. Section U. Record Keeping The Local Agency shall maintain a complete file of all records, documents, communications, and ofiher written materials that pertain to the costs incurred under this contract. The Local Agency shall maintain such records for a period of three (3) years after the date of termination of this contract or final payment hereunder, whichever is later, or for such further period as may be necessary to resolve any matters which may be pending. The Local Agency shall make such materials available for inspection at all reasonable times and shall permit duly authorized agents and employees of the State and, if applicable, FHWA to inspect the project and to inspect, review and audit the project records. Section 7. Termination Provisions This contract may be terminated as follows: A. This contract may be terminated by either party, but only at the end of the State fiscal year (June 30), and only upon written notice thereof sent by registered, prepaid mail and received by the non - terminating party, not later than 30 calendar days before the end of that fiscal year. In that event, the State shall be responsible to pay the Local Agency only for that portion of the highway maintenance services actually and satisfactorily performed up to the effective date of that termination, and the Local Agency shall be responsible to provide such services up to that date, and the parties shall have no other obligations or liabilities resulting from that termination. Notwithstanding subparagraph A above, this contract may also be terminated as follows: Be Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of moneys under the contract would no longer be served by completion of the project. The State shall effect such termination by giving written notice of termination to the Local Agency and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. C. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill, in a timely and proper manner, its obligations under this contract, or if the Local Agency shall violate any of the covenants, agreements, or stipulations of this contract, the State shall thereupon have the right to terminate this contract for cause by giving written notice to the Local Agency of its intent to terminate and at least ten (10) days opportunity to cure the default or show cause why termination is otherwise not appropriate. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports or other material prepared by the Local Agency under this contract shall, at the option of the State, become its property, and the Local Agency shall be entitled to receive just and equitable compensation for any services and supplies delivered and accepted. The Local Agency shall be obligated to return any payments advanced under the provisions of this contract. Notwithstanding the above, the Local Agency shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the contract by the Local Agency, and the State may withhold payment to the Local Agency for the purposes of mitigating its damages until such time as the exact amount of damages due to the State from the Local Agency is determined. If after such termination it is determined, for any reason, that the Local Agency was not in default or that the Local Agency's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if the contract had been terminated for convenience, as described herein. D. Termination Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with federal and/or State funds which are available to the State for the purposes of contracting for the project provided for herein, and therefore, the Local Agency expressly understands and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon availability of such funds to the State. In the event that such funds or any part thereof are not available to the State, the State may immediately terminate or amend this contract. Section 8. Legal Authority The Local Agency warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and Document Builder Generated Page 3 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C OLA #: 331003785 Routing #: 2&HAMC-00082 to lawfully authorize its undersigned signatory to execute this contract and to bind the Local Agency to its terms. The person(s) executing this contract on behalf of the Local Agency warrants that such person(s) has full authorization to execute this contract. Section 9. Representatives and Notice The State will provide liaison with the Local Agency through the State's Region Director, Region R3, . Said Region Director will also be responsible for coordinating the State's activities under this contract and will also issue a "Notice to Proceed" to the Local Agency for commencement of the work. All communications relating to the day4o-day activities for the work shall be exchanged between representatives of the State's Transportation Region R3 and the Local Agency. All communication, notices, and correspondence shall be addressed to the individuals identified below. Either party may from time to time designate in writing new or substitute representatives. If to State CDOT Region: R3 Andi Staley Project Manager 222 S. 6th Street, Room 100 Grand Junction, CO 81501 970-985-2878 Section 10. Successors If to the Local Agency City of Aspen Halley Guglielmo Roedel Senior Project Manager, Engineering 201 N. Mill Street, Suite 203 Aspen, CO 81611 970-309-0771 Except as herein otherwise provided, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Section 11. Third Party Beneficiaries It is expressly understood and agreed that the enforcement of the terms and conditions of this contract and all rights of action relating to such enforcement, shall be strictly reserved to the State and the Local Agency. Nothing contained in this contract shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the State and the Local Agency that any such person or entity, other than the State or the Local Agency receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Section 12. Governmental Immunity Notwithstanding any other provision of this contract to the contrary, no term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any %a the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of § 24- 10-101, et seq., C.R.S., as now or hereafter amended and the risk management statutes, §§ 24-30-1501, et seq., C.R.S., as now or hereafter amended. Section 13. Severability To the extent that this contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the contract, the terms of this contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. Section 14. Waiver The waiver of any breach of a term, provision, or requirement of this contract shall not be construed or deemed as a waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision or requirement. Section 15. Entire Understanding This contract is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect Document Builder Generated Page 4 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731C OLA #: 331003785 Routing #: 2&HAMC-00082 whatsoever, unless embodied herein by writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a writing executed by the parties and approved pursuant to the State Fiscal Rules. Section 16. Survival of contract Terms Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and the exhibits and attachments hereto which may require continued performance, compliance or effect beyond the termination date of the contract shall survive such termination date and shall be enforceable by the State as provided herein in the event of such failure to perform or comply by the Local Agency. Section 17. Modification and Amendment This contract is subject to such modifications as may be required by changes in federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this contract shall be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved in accordance with applicable law. A. Amendment Either party may suggest renegotiation of the terms of this contract, provided that the contract shall not be subject to renegotiation more often than annually, and that neither party shall be required to renegotiate. If the parties agree to change the provisions of this contract, the renegotiated terms shall not be effective until this contract is amended/modified accordingly in writing. Provided, however, that the rates will be modified in accordance with applicable cost accounting principles and standards (including sections 24A07-101, et seq., C.R.S. and implementing regulations), and be based on an increase/decrease in the "allowable costs" of performing the Work. Any such proposed renegotiation shall not be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved by the State Controller or delegee. Any such rate change will go into effect on the first day of the first month following the amendment execution date. B. Option Letter a.. The State may increase/decrease the quantity of goods/services described in Exhibit A at the same unit prices (rates) originally established in the contract. The State may exercise the option by written notice to the Local Agency in a form substantially equivalent to Exhibit C. b. As a result of increasing/decreasing the locations, the State may also unilaterally increase/decrease the maximum amount payable under this contract based upon the unit prices (rates) originally established in the contract and the schedule of services required, as set by the terms of this contract. The State may exercise the option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit C, immediately upon signature of the State Controller or an authorized delegate. The Option Letter shall not be deemed valid until signed by the State Controller or an authorized delegate. Any such rate change will go into effect on the first day of the first month following the option letter execution date. C. State Encumbrance Letter The State may encumber the funds up to the maximum amount allowed during a given fiscal year by unilateral execution of an encumbrance letter in a form substantially equivalent to Exhibit D. The State shall provide a fully executed encumbrance letter to the Local Agency after execution. Delivery/performance of the goods/services shall continue at the same rate and under the same terms as established in the contract. Section 18. Disputes Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, which is not disposed of by agreement, will be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, the Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the performance of the contract in Document Builder Generated Page 5 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731 C OLA #: 331003785 Routing #: 26-HAM&O0082 accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals will be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this contract, however, shall be construed as making final fihe decision of any administrative official, representative, or board on a question of law. Section 19. Does not supersede other agreements This contract is not intended to supersede or affect in any way any other agreement (if any) that is currently in effect between the State and the Local Agency for other "maintenance services" on State Highway rights -of -way within the jurisdiction of the Local Agency. Also, the Local Agency shall also continue to perform, at its own expense, all such activities/duties (if any) on such State Highway rights-of- ays that the Local Agency is requi wred by applicable law to perform. Section 20. SubLocal Agencys The Local Agency may subcontract for any part of the performance required under this contract, subject to the Local Agency first obtaining approval from the State for any particular subLocal Agency. The State understands that the Local Agency may intend to perform some or all of the services required under this contract through a subLocal Agency. The Local Agency agrees not to assign rights or delegate duties under this contract [or subcontract any part of the performance required under the contract] without the express, written consent of the State, which shall not be unreasonably withheld. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. Section 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-31 These Special Provisions apply to all contracts. Contractor refers to Local Agency and Contract refers to Agreement. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24�37.5- 102(19), then this Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S., applicable Local Agency law, rule or regulation. Financial obligations of the Parties payable after the current State Fiscal Year or fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the Parties, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Document Builder Generated Page 6 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731 C OLA #: 331003785 Routing M. 2&HAMC-00082 Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (1) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (111) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the Parties to indemnify or hold Contractor harmless; requires the Parties to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits Contractor's liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-15-201 and 2440-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests., THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Document Builder Generated Page 7 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731 C Section I.L. SIGNATURE PAGE 'ARTIE: -IAVE EX :D THIS JU OLA #: 331003785 Routing #: 2&HA3-XC-00082 ENT * Persons signing for the Local Agency hereby swear and affirm that they are authorized to act on the Local Agency's behalf and acknowledge that the State is relying on their representations to that effect. LOCAL AGENCY CITY OF ASPEN Signed by: By. Name: Pete Strecker (Print Name) Title: city Manager STATE OF COLORADO Jared S. Polis Department of Transportation By Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director (Print Title) 3/13/2026 12:04:24 PM MDT Date: Date: SECOND LOCAL AGENCY SIGNATURE, IF NEEDED CITY OF ASPEN STATE OF COLORADO By: LEGAL REVIEW *Signature Philip J. Weiser, Attorney General Name: Title: Date: (Print Name) (Print Title) By Date: Signature —Assistant Attorney General ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State agreements. This agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Colorado Department of Transportation Date: Document Builder Generated Page 8 of 8 Rev. 12/09/2016 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C EXHIBIT A —SCOPE OF WORK City of Aspen Traffic Maintenance Scope of Work I. General The Local Agency shall operate and maintain as described below all crosswalk markings, stop bar markings, symbol markings, and lane striping under the responsibility of the State in accordance with CRS 43-2-135. All other traffic control devices in State Right of Way not the State's responsibility in accordance with CRS 43-2- 135 shall continue to be maintained by the Local Agency. Operation and maintenance will include repair, routine maintenance, periodic inspection, and annual, cyclical replacement as described below. CDOT may conduct periodic, random inspections at any time of any device to ensure compliance with this contract. II. Documentation and Record -Keeping In accordance with Sections 5 and 6 of this contract, all maintenance, operations, inspections, etc. as required by this contract shall be documented and submitted annually for CDOT review. III. Control of Work in the ROW A11 work as required by this contract shall meet all CDOT requirements, standards, laws, guidelines etc. for design, construction, maintenance, operation, and repair. Either agency making changes to traffic control devices affected by this contract or new installations of traffic control devices shall provide adequate notification of the changes or additions to the other agency to allow analysis, review, and approval. CDOT and the Local Agency shall be given minimum three-day (3-day) advance notice of scheduled work related to the IGA that may affect the traveled way of the highways. CDOT may request traffic control plans, method of handling traffic, or other traffic control engineering as applicable. Exhibit A -Page 1 of 5 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731 C IV. Crosswalk Markings All crosswalk markings in the highway segments listed below shall be maintained as follows: Highway Location At MP Total Sr 82 8'h Street 40.32 126 82 5t" Street 40.63 234 82 4t1' Street 40070 216 82 3`d Street 40076 234 82 2nd Street 40.83 234 82 lst Street 40.89 234 82 Garmisch Street 40.96 198 82 Aspen Street 41.05 702 82 Monarch Street 41.12 738 82 Mill Street 41.19 648 82 Galena Street 41.25 666 82 Hunter Street 41.29 504 82 Spring Street 41436 234 82 Hopkins Avenue 41.46 324 82 Hyman Avenue 41.52 324 82 Cooper Avenue / Original Street 41.57 558 S2 SW End Street 41.64 90 82 Park Avenue / Midland Ave 41.86 108 82 Riverside Drive 42.06 162 TOTAL 61534 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway crosswalk markings shall be replaced cyclically at minimum every 5 years or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro-reflectivity of 100 mcd/m2llux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case -by -case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by -case basis between the aforementioned contract representatives. Exhibit A -Page 2 of 5 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731C V. State Highway Pavement Markings Stop al Markings All stop bar markings in the highway segments listed below shall be maintained as follows: Highway Location 82 Cemetery Lane 82 Main Street / 7th Street 82 Aspen Street 82 Monarch Street 82 Mill Street 82 Galena Street 82 Cooper Avenue / Original Street TOTAL At MP Total SF 40.11 300 40.49 270 41.05 590 41.12 560 41.19 635 41.25 500 41.57 240 3,095 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway stop bar markings shall be replaced cyclically at minimum every 5 years or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro-reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case -by -case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by -case basis between the aforementioned contract representatives. Symbol Markings All symbol markings (including arrows and word symbols) in the highway segments listed below shall be maintained as follows: Highway Location At MP #Symbols Total SF 82 Cemetery Lane 40.11 1 15.5 82 7' Street 40.38 1 15.5 82 Main Street / 7th Street 40.49 2 50.5 82 6th Street 40.56 2 31 82 5th Street 40.63 4 147 82 4th Street 40.70 2 31 82 3 rd Street 40.76 2 31 82 2nd Street 40.83 2 31 82 1 st Street 40.89 1 15.5 82 Garmisch Street 40.96 2 31 82 Aspen Street 41.05 2 31 82 Monarch Street 41.12 2 31 82 Mill Street 41.19 2 31 Exhibit A -Page 3 of 5 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731C 82 Galena Street 41.25 2 31 82 Hunter Street 41.29 2 31 82 Spring Street 41.36 4 147 82 Cooper Avenue / Original Street 41.57 2 43 82 Between 6t11 Street and Aspen Street 40.59-40.97 19 392 (Bus Lane Markings) TOTAL 1136 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway symbol markings shall be replaced cyclically at minimum every 5 years or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro-reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case -by -case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by -case basis between the aforementioned contract representatives. Lane Striping All lane striping in the highway segments listed below shall be maintained as follows: Highway From Road To Road From MP To MP Length (mi) 82 Cemetery Lane 7th Street 40.11 40.3 8 0.27 82 7th Street 6th Street 40.38 40.56 0.18 82 6th Street 5th Street 40.56 40.63 0.07 82 5th Street 3rd Street 40.63 40.76 0.13 82 3rd Street Monarch Street 40.76 41.09 0.33 82 Monarch Street Mill Street 41.09 41.16 0.07 82 Mill Street Galena Street 41.16 41.22 0.06 82 Galena Street Spring Street 41.22 41.36 0.14 82 Spring Street Hopkins Avenue 41.36 41.46 0.10 82 Hopkins Avenue Cooper Avenue 41.46 41.57 0.11 82 Cooper Avenue Cleveland Street 41.57 41.74 0.17 82 Cleveland Street Crystal Lake Road 41.74 42.12 0.38 Total Miles: 2.01 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway lane striping shall be repainted cyclically at a minimum of once every year or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro-reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency Exhibit A -Page 4 of 5 Docusign Envelope ID: 9DA9A752-4FC04DA7-BE02-BA7074F6731 C standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case -by -case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by -case basis between the aforementioned contract representatives. VI. RATE SCHEDULE Traffic Maintenance: $5.00 Rate per square foot of crosswalle markings per year X 6,534 square feet $32,670 Total annual cost to maintain crosswalk markings $5.00 Rate per square foot of stop bar markings per year X 3,095 square feet $15,475 Total annual cost to maintain stop bar markings $5.00 Rate per square foot of symbol markings per year X 1,136 square feet $5,680 Total annual cost to maintain symbol markings $4,065.17 Rate per mile of lane striping per year X 2.01 miles $8,171 Total annual cost to maintain lane striping $61,996.Ina annual cost to maintain pavement markings $61,996.00 yearly cost to maintain pavement markings =12 Months $ 5,166.33 Total Monthly Amount for Traffic Maintenance $ 61,966.00 Total Annual Amount for Traffic Maintenance X 5 years of the contract $ 309,980.00 Total 5-Year Amount for Traffic Maintenance Exhibit A -Page 5 of 5 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C m � • (if applicable) Exhibit B -page 1 of 1 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C c � �.� � � j L� i-lighway or Traffic Maintenance (This option has been created by the Office of the State Controller for CDOT use only) Date: Efate Fiscal Yeas : Option Letter �©.: Routing#: Vendor name: 1) SUt3JECT: Change in the amount of goods within current term. 2) REQUIRED PROVISIONS: In accordance with Section 17 of contract routing number insert FY, agency code � roufiing #, between the State of Colorado, Department of Transportation, and insert Local Agency name the state hereby exercises the option fo an increase/decrease in the amount of goods/services at the same rates) specified in Exhibit A. The amount of the current Fiscal Year contract value (encumbrance) is increased/decreased by $amount of change to satisfy services/goods ordered under the contract for the current fiscal year insert fiscal year. The Contract Encumbrance Amount in Recital 1 is hereby modified to $amount of new annual encumbrance, and Section 4, B, 1 shall also be modified to show the annual not to exceed amount to $amount of new annual encumbrance and the Contract (five-year term) not to exceed amount shall be modified to $amount of the new five-year maximum. The total contract value to include all previous amendments, option letters, etc. is $insert accumulated/total encumbrance amount. 3) EFFECTIVE DATE: The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is later. APPRovALs: State of Colorado: DARED S. POLIS, GOVERNOR gy; Date: Keith Stefanik, P.E., Chief Engineer, Colorado Department of Transportation ITRACTS MUST BI OVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Local Agency is not authorized to begin performance until such time. If Local Agency 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. By: Date: Form date: August 16, 2013 State Controller Robert Jaros, CPA, MBA, JD Exhibit C —Page 1 of 1 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C ®ate: State Fiscal Year: Encumbrance Letter No. R®uting Orig IGA: p0; �- - 2) PROVISIONS: In accordance with Section 4 and Exhibit C of the original Contract routing number Orig Routing #between the State of Colorado, Department of Transportation, and Contractor's Name, covering the term July 1, 20XX through June 30, Year, the State hereby encumbers funds for the goods/services specified in the contract for fiscal year 20XX. The amount to be encumbered by this Encumbrance Letter is $amount of change. The Total contract (encumbrance) amount, including all previous amendments, option letters, etc. is $Insert New $ Amt. 3) EFFECTIVE DATE. The effective date of this Encumbrance Letter is upon approval of the State Controller. STATE OF COLORADO Jared S. Polis, GOVERNOR Department of Transportation Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director Date: ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24.30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such pertormance or for any goods andlor services provided hereunder. By: STATE CONTROLLER Robert Jaros, CPA, MBA, JD Department of Transportation Date: Exhibit D -Page 1 of 1 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C Exhibii E -General Provisions 'l. General Provisions A. Assignment Grantee's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with whom Grantee enters into a subcontract or subgrant would also be considered a Subrecipient, then the subcontract or subgrant entered into by Grantee shall also contain provisions permitting both Grantee and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C. Binding Effect Except as otherwise provided in §17.A, all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized, E. Captions and References 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. 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. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. Exhibit E - Page � of 4 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C H. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. L. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. M. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. N. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in § 17.A, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Exhibit E -Page 2 of 4 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. O. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. P. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. Q. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee's industry, trade, or profession. R. Licenses, Permits, and Other Authorizations Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. S. Indemnification i. Generallndemni�cation Grantee shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Grantee, or its employees, agents, Subcontractors, or assignees in connection with this Agreement. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Grantee in violation of §8 may be cause for legal action by third parties against Grantee, the State, or their respective agents. Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred by the State in relation to any act or omission by Grantee, or its employees, agents, assigns, or Subcontractors in violation of §8. iii. Intellectual Property Indemnification Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs} incurred by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. Exhibit E -Page 3 of 4 Docusign Envelope ID: 9DA9A752-4FC0-4DA7-BE02-BA7074F6731 C iv. Accessibility Indemnification Grantee shall indemnify, save, hold harmless, and assume liability on behalf of the State, its officers, employees, agents and assignees (collectively the "Indemnified Parties"), for any and all costs, expenses, claims, damages, liabilities, court awards, attorney fees and related costs, and other amounts incurred by any of the Indemnified Parties in relation to Contractor's noncompliance with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103, C.R.S. State employees are considered third parties for the purposes of this section. T. Accessibility i. Grantee shall comply with the Accessibility Standards for Individuals with a Disability, as adopted by the Office of Information Technology pursuant to §24-85-103 C.R.S. ii. The State may require Grantee's compliance with the Accessibility Standards for Individuals with a Disability adopted by the Office of Information Technology pursuant to §24-85-103 C.R.S. is determined and tested by a qualified third party selected by the State. The State may ask the Grantee to review the selection of the third party. Grantee shall be responsible for all costs associated with the third -party vendor's assessment. If Grantee is not in compliance as determined by the third -party vendor, at the State's request and at the State's direction, Grantee shall promptly take all necessary actions to come into compliance using aState-approved vendor, at no additional cost to the State. Exhibit E -Page 4 of 4 OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 1 of 8 (State $Traffic Mtce) Rev 10/03 CITY OF ASPEN Region: R3 (BH) CONTRACT THIS AGREEMENT is entered into by and between the CITY OF ASPEN (hereinafter called the “Local Agency”), and the STATE OF COLORADO acting by and through the Department of Transportation (hereinafter called the “State” or “CDOT”). RECITALS: 1.Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient uncommitted balance thereof remains available for payment of project and Local Agency costs. Total Contract Amount: $309,980.00. 2.Required approval, clearance and coordination have been accomplished from and with appropriate agencies. 3.Section 43-2-102 and 103, C.R.S., require the State to maintain State highways (including where such highways extend through a city or an incorporated town), and Section 43-2-135(1)(i), C.R.S., as amended, requires the State to install, operate, maintain and control, at State expense, all traffic control devices on the State highway system within cities and incorporated towns. 4.The parties desire to enter this contract for the Local Agency to provide some or all of the certain Highway maintenance services on State highways that are the responsibility of the State under applicable law, and for the State to pay the Local Agency a reasonable negotiated fixed rate for such services. 5.The parties also intend that the Local Agency shall remain responsible to perform any services and duties on State highways that are the responsibility of the Local Agency under applicable law, at its own cost. 6.The State and the Local Agency have the authority, as provided in Sections 29-1-203, 43-1-106, 43-2-103, 43-2-104, and 43-2-144, C.R.S., as amended, and if applicable, in an ordinance or resolution duly passed and adopted by the Local Agency, to enter into contract with the Local Agency for the purpose of maintenance of traffic control devices on the State highway system as hereinafter set forth. 7.The Local Agency has adequate facilities to perform the desired maintenance services on State highways within its jurisdiction. THE PARTIES NOW AGREE THAT: Section 1. Scope of Work The Local Agency shall perform all maintenance services for the specified locations located within the Local Agency's jurisdiction and described in Exhibit A. Such services and highways are further detailed in Section 5. Section 2. Order of Precedence In the event of conflicts or inconsistencies between this contract and its exhibits, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1.Special Provisions contained in section 22 of this contract 2.This contract 3.Exhibit E (General Provisions) 4.Exhibit A (Scope of Work) 5.Exhibit C (Option Letter) 6.Exhibit D (Encumbrance Letter). Section 3. Term This contract shall be effective upon the date signed/approved by the State Controller, or designee, or on July 1, 2026, whichever is later. This contract will expire on June 30, 2031. Provided, however, that the State's financial obligation for each subsequent, consecutive fiscal year of that term after the first fiscal year shall be subject to and contingent upon funds for each subsequent year being appropriated, budgeted, and otherwise made available therefor. Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 2 of 8 Section 4. Project Funding and Payment Provisions A. The Local Agency has estimated the total cost of the work and is prepared to accept the State funding for the work, as evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized representatives of the Local Agency, which expressly authorizes the Local Agency to enter into this contract and to complete the work under the project. A copy of any such ordinance or resolution is attached hereto and incorporated herein as Exhibit B. B. Subject to the terms of this contract, for the satisfactory performance of the maintenance services on the Highways, as described in Section 5, the State shall pay the Local Agency on a lump sum basis, payable in monthly installments, upon receipt of the Local Agency's Statements, as provided herein. C. The State shall pay the Local Agency for the satisfactory operation and maintenance of traffic control devices under this agreement at the rates described in Exhibit A. D. The Local Agency will provide maintenance services as described in Exhibit A, for a total maximum amount of $61,996.00 per State fiscal year, and a maximum contract total shall not exceed the cumulative five-year total of $309,980.00. The negotiated rate per location shall remain fixed for the full five-year term of the contract, unless this rate is renegotiated in accord with the procedure set forth herein in Section 17. The total payments to the Local Agency during the term of this contract shall not exceed that maximum amount, unless this contract is amended. The Local Agency will bill the State monthly and the State will pay such bills within 45 days. E. The Statements submitted by the Local Agency for which payment is requested shall contain an adequate description of the type(s) and the quantity(ies) of the maintenance services performed, the date(s) of that performance, and on which specific sections of the highways such services were performed, in accord with standard Local Agency billing standards. F. If the Local Agency fails to satisfactorily perform the maintenance services or if the Statement submitted by the Local Agency does not adequately document the payment requested, after notice thereof from the State, the State may deduct and retain a proportionate amount from the monthly payment, based on the above rate, for that segment or portion. Section 5: State & Local Agency Commitments: A. The Local Agency shall perform the maintenance services for the certain State highway system locations described herein. Such services and locations are detailed in Exhibit A. B. The Local Agency shall operate and maintain the specific traffic control devices, and at the particular locations, all as listed on Exhibit A, in a manner that is consistent with current public safety standards on State highways within its jurisdictional limits, and in conformance with applicable portions of the "Manual on Uniform Traffic Control Devices" and the "Colorado Supplement" thereto, which are referred to collectively as the "Manual" and which are incorporated herein by reference as terms and conditions of this agreement. The Local Agency shall provide all personnel, equipment, and other services necessary to satisfactorily perform such operation and maintenance. C. The Parties shall have the option to add or delete, at any time during the term of this agreement and subject to §17 of this agreement, one or more specific traffic control devices to the list shown in Exhibit A and therefore amend the maintenance services to be performed by the Local Agency under this agreement. The State may amend Exhibit A by written notice to the Local Agency using an Option Letter substantially equivalent to Exhibit C. D. The Local Agency may propose, in writing, other potential specific traffic control devices to be operated and maintained by the Local Agency during the term of this agreement, based on the same rates that had been initially agreed to by the Local Agency in Exhibit A. If the State determines in writing that operation and maintenance of those other devices by the Local Agency is appropriate, and is desirable to the State, and if the State agrees to add such devices to this agreement, then the State shall, by written Option Letter issued to the Local Agency in a form substantially equivalent to Exhibit C, add such devices to this contract. E. The Local Agency shall perform all maintenance services on an annual basis. The Local Agency's performance of such services shall comply with the same standards that are currently used by the State for the State's performance of such services, for similar type highways with similar use, in that year, as determined by the State. The State's Regional Transportation Director, or his representative, shall determine the then current applicable maintenance standards for the maintenance services. Any standards/directions provided by the State's representative to the Local Agency concerning the Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 3 of 8 maintenance services shall be in writing. The Local Agency shall contact the State Region office and obtain those standards before the Local Agency performs such services. Section 6. Record Keeping The Local Agency shall maintain a complete file of all records, documents, communications, and other written materials that pertain to the costs incurred under this contract. The Local Agency shall maintain such records for a period of three (3) years after the date of termination of this contract or final payment hereunder, whichever is later, or for such further period as may be necessary to resolve any matters which may be pending. The Local Agency shall make such materials available for inspection at all reasonable times and shall permit duly authorized agents and employees of the State and, if applicable, FHWA to inspect the project and to inspect, review and audit the project records. Section 7. Termination Provisions This contract may be terminated as follows: A. This contract may be terminated by either party, but only at the end of the State fiscal year (June 30), and only upon written notice thereof sent by registered, prepaid mail and received by the non - terminating party, not later than 30 calendar days before the end of that fiscal year. In that event, the State shall be responsible to pay the Local Agency only for that portion of the highway maintenance services actually and satisfactorily performed up to the effective date of that termination, and the Local Agency shall be responsible to provide such services up to that date, and the parties shall have no other obligations or liabilities resulting from that termination. Notwithstanding subparagraph A above, this contract may also be terminated as follows: B. Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of moneys under the contract would no longer be served by completion of the project. The State shall effect such termination by giving written notice of termination to the Local Agency and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. C. Termination for Cause. If, through any cause, the Local Agency shall fail to fulfill, in a timely and proper manner, its obligations under this contract, or if the Local Agency shall violate any of the covenants, agreements, or stipulations of this contract, the State shall thereupon have the right to terminate this contract for cause by giving written notice to the Local Agency of its intent to terminate and at least ten (10) days opportunity to cure the default or show cause why termination is otherwise not appropriate. In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports or other material prepared by the Local Agency under this contract shall, at the option of the State, become its property, and the Local Agency shall be entitled to receive just and equitable compensation for any services and supplies delivered and accepted. The Local Agency shall be obligated to return any payments advanced under the provisions of this contract. Notwithstanding the above, the Local Agency shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the contract by the Local Agency, and the State may withhold payment to the Local Agency for the purposes of mitigating its damages until such time as the exact amount of damages due to the State from the Local Agency is determined. If after such termination it is determined, for any reason, that the Local Agency was not in default or that the Local Agency’s action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if the contract had been terminated for convenience, as described herein. D. Termination Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with federal and/or State funds which are available to the State for the purposes of contracting for the project provided for herein, and therefore, the Local Agency expressly understands and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon availability of such funds to the State. In the event that such funds or any part thereof are not available to the State, the State may immediately terminate or amend this contract. Section 8. Legal Authority The Local Agency warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 4 of 8 to lawfully authorize its undersigned signatory to execute this contract and to bind the Local Agency to its terms. The person(s) executing this contract on behalf of the Local Agency warrants that such person(s) has full authorization to execute this contract. Section 9. Representatives and Notice The State will provide liaison with the Local Agency through the State's Region Director, Region R3, . Said Region Director will also be responsible for coordinating the State's activities under this contract and will also issue a "Notice to Proceed" to the Local Agency for commencement of the work. All communications relating to the day-to-day activities for the work shall be exchanged between representatives of the State’s Transportation Region R3 and the Local Agency. All communication, notices, and correspondence shall be addressed to the individuals identified below. Either party may from time to time designate in writing new or substitute representatives. If to State If to the Local Agency CDOT Region: R3 City of Aspen Andi Staley Hailey Guglielmo Roedel Project Manager Senior Project Manager, Engineering 222 S. 6th Street, Room 100 201 N. Mill Street, Suite 203 Grand Junction, CO 81501 Aspen, CO 81611 970-985-2878 970-309-0771 Section 10. Successors Except as herein otherwise provided, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Section 11. Third Party Beneficiaries It is expressly understood and agreed that the enforcement of the terms and conditions of this contract and all rights of action relating to such enforcement, shall be strictly reserved to the State and the Local Agency. Nothing contained in this contract shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the State and the Local Agency that any such person or entity, other than the State or the Local Agency receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Section 12. Governmental Immunity Notwithstanding any other provision of this contract to the contrary, no term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the State of Colorado, its departments, institutions, agencies, boards, officials and employees is controlled and limited by the provisions of § 24- 10-101, et seq., C.R.S., as now or hereafter amended and the risk management statutes, §§ 24-30-1501, et seq., C.R.S., as now or hereafter amended. Section 13. Severability To the extent that this contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the contract, the terms of this contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. Section 14. Waiver The waiver of any breach of a term, provision, or requirement of this contract shall not be construed or deemed as a waiver of any subsequent breach of such term, provision, or requirement, or of any other term, provision or requirement. Section 15. Entire Understanding This contract is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 5 of 8 whatsoever, unless embodied herein by writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a writing executed by the parties and approved pursuant to the State Fiscal Rules. Section 16. Survival of contract Terms Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and the exhibits and attachments hereto which may require continued performance, compliance or effect beyond the termination date of the contract shall survive such termination date and shall be enforceable by the State as provided herein in the event of such failure to perform or comply by the Local Agency. Section 17. Modification and Amendment This contract is subject to such modifications as may be required by changes in federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this contract shall be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved in accordance with applicable law. A. Amendment Either party may suggest renegotiation of the terms of this contract, provided that the contract shall not be subject to renegotiation more often than annually, and that neither party shall be required to renegotiate. If the parties agree to change the provisions of this contract, the renegotiated terms shall not be effective until this contract is amended/modified accordingly in writing. Provided, however, that the rates will be modified in accordance with applicable cost accounting principles and standards (including sections 24-107-101, et seq., C.R.S. and implementing regulations), and be based on an increase/decrease in the "allowable costs" of performing the Work. Any such proposed renegotiation shall not be effective unless agreed to in writing by both parties in an amendment to this contract that is properly executed and approved by the State Controller or delegee. Any such rate change will go into effect on the first day of the first month following the amendment execution date. B. Option Letter a. The State may increase/decrease the quantity of goods/services described in Exhibit A at the same unit prices (rates) originally established in the contract. The State may exercise the option by written notice to the Local Agency in a form substantially equivalent to Exhibit C. b. As a result of increasing/decreasing the locations, the State may also unilaterally increase/decrease the maximum amount payable under this contract based upon the unit prices (rates) originally established in the contract and the schedule of services required, as set by the terms of this contract. The State may exercise the option by providing a fully executed option to the Local Agency, in a form substantially equivalent to Exhibit C, immediately upon signature of the State Controller or an authorized delegate. The Option Letter shall not be deemed valid until signed by the State Controller or an authorized delegate. Any such rate change will go into effect on the first day of the first month following the option letter execution date. C. State Encumbrance Letter The State may encumber the funds up to the maximum amount allowed during a given fiscal year by unilateral execution of an encumbrance letter in a form substantially equivalent to Exhibit D. The State shall provide a fully executed encumbrance letter to the Local Agency after execution. Delivery/performance of the goods/services shall continue at the same rate and under the same terms as established in the contract. Section 18. Disputes Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, which is not disposed of by agreement, will be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, the Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the performance of the contract in Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 6 of 8 accordance with the Chief Engineer’s decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals will be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this contract, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. Section 19. Does not supersede other agreements This contract is not intended to supersede or affect in any way any other agreement (if any) that is currently in effect between the State and the Local Agency for other “maintenance services” on State Highway rights-of-way within the jurisdiction of the Local Agency. Also, the Local Agency shall also continue to perform, at its own expense, all such activities/duties (if any) on such State Highway rights-of- ways that the Local Agency is required by applicable law to perform. Section 20. SubLocal Agencys The Local Agency may subcontract for any part of the performance required under this contract, subject to the Local Agency first obtaining approval from the State for any particular subLocal Agency. The State understands that the Local Agency may intend to perform some or all of the services required under this contract through a subLocal Agency. The Local Agency agrees not to assign rights or delegate duties under this contract [or subcontract any part of the performance required under the contract] without the express, written consent of the State, which shall not be unreasonably withheld. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. Section 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts. Contractor refers to Local Agency and Contract refers to Agreement. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5- 102(19), then this Contract shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S., applicable Local Agency law, rule or regulation. Financial obligations of the Parties payable after the current State Fiscal Year or fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the Parties, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 7 of 8 Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the Parties to indemnify or hold Contractor harmless; requires the Parties to agree to binding arbitration; limits Contractor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits Contractor’s liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD OLA #: 331003785 Routing #: 26-HA3-XC-00082 Document Builder Generated Rev. 12/09/2016 Page 8 of 8 Section 22. SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT * Persons signing for the Local Agency hereby swear and affirm that they are authorized to act on the Local Agency’s behalf and acknowledge that the State is relying on their representations to that effect. LOCAL AGENCY CITY OF ASPEN By:_____________________________________ *Signature Name:__________________________________ (Print Name) Title:____________________________________ (Print Title) Date:___________________________________ STATE OF COLORADO Jared S. Polis Department of Transportation By_______________________________________ Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director Date:____________________________________ SECOND LOCAL AGENCY SIGNATURE, IF NEEDED CITY OF ASPEN By:_____________________________________ *Signature Name:__________________________________ (Print Name) Title:____________________________________ (Print Title) Date:___________________________________ STATE OF COLORADO LEGAL REVIEW Philip J. Weiser, Attorney General By_______________________________________ Signature – Assistant Attorney General Date:____________________________________ ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State agreements. This agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ______________________________________ Colorado Department of Transportation Date:______________________________________ Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD 4/9/2026 City Manager Pete Strecker 4/9/2026 4/9/2026 N/A Exhibit A - Page 1 of 5 EXHIBIT A – SCOPE OF WORK City of Aspen Traffic Maintenance Scope of Work I. General The Local Agency shall operate and maintain as described below all crosswalk markings, stop bar markings, symbol markings, and lane striping under the responsibility of the State in accordance with CRS 43-2-135. All other traffic control devices in State Right of Way not the State's responsibility in accordance with CRS 43-2- 135 shall continue to be maintained by the Local Agency. Operation and maintenance will include repair, routine maintenance, periodic inspection, and annual, cyclical replacement as described below. CDOT may conduct periodic, random inspections at any time of any device to ensure compliance with this contract. II. Documentation and Record-Keeping In accordance with Sections 5 and 6 of this contract, all maintenance, operations, inspections, etc. as required by this contract shall be documented and submitted annually for CDOT review. III. Control of Work in the ROW All work as required by this contract shall meet all CDOT requirements, standards, laws, guidelines etc. for design, construction, maintenance, operation, and repair. Either agency making changes to traffic control devices affected by this contract or new installations of traffic control devices shall provide adequate notification of the changes or additions to the other agency to allow analysis, review, and approval. CDOT and the Local Agency shall be given minimum three -day (3-day) advance notice of scheduled work related to the IGA that may affect the traveled way of the highways. CDOT may request traffic control plans, method of handling traffic, or other traffic control engineering as applicable. Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Exhibit A - Page 2 of 5 IV. Crosswalk Markings All crosswalk markings in the highway segments listed below shall be maintained as follows: Highway Location At MP Total SF 82 8th Street 40.32 126 82 5th Street 40.63 234 82 4th Street 40.70 216 82 3rd Street 40.76 234 82 2nd Street 40.83 234 82 1st Street 40.89 234 82 Garmisch Street 40.96 198 82 Aspen Street 41.05 702 82 Monarch Street 41.12 738 82 Mill Street 41.19 648 82 Galena Street 41.25 666 82 Hunter Street 41.29 504 82 Spring Street 41.36 234 82 Hopkins Avenue 41.46 324 82 Hyman Avenue 41.52 324 82 Cooper Avenue / Original Street 41.57 558 82 SW End Street 41.64 90 82 Park Avenue / Midland Ave 41.86 108 82 Riverside Drive 42.06 162 TOTAL 6,534 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway crosswalk markings shall be replaced cyclically at minimum every 5 years or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro -reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case-by-case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by-case basis between the aforementioned contract representatives. Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Exhibit A - Page 3 of 5 V. State Highway Pavement Markings Stop Bar Markings All stop bar markings in the highway segments listed below shall be maintained as follows: Highway Location At MP Total SF 82 Cemetery Lane 40.11 300 82 Main Street / 7th Street 40.49 270 82 Aspen Street 41.05 590 82 Monarch Street 41.12 560 82 Mill Street 41.19 635 82 Galena Street 41.25 500 82 Cooper Avenue / Original Street 41.57 240 TOTAL 3,095 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway stop bar markings shall be replaced cyclically at minimum every 5 years or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro -reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case-by-case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by-case basis between the aforementioned contract representatives. Symbol Markings All symbol markings (including arrows and word symbols) in the highway segments listed below shall be maintained as follows: Highway Location At MP # Symbols Total SF 82 Cemetery Lane 40.11 1 1 2 2 4 2 2 2 1 2 2 2 24 22 2 4 15.5 82 7th Street 40.38 1 15.5 82 Main Street / 7th Street 40.49 2 50.5 82 6th Street 40.56 2 31 82 5th Street 40.63 4 147 82 4th Street 40.70 2 31 82 3rd Street 40.76 2 31 82 2nd Street 40.83 2 31 82 1st Street 40.89 1 15.5 82 Garmisch Street 40.96 2 31 82 Aspen Street 41.05 2 31 82 Monarch Street 41.12 2 31 82 Mill Street 41.19 2 31 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Exhibit A - Page 4 of 5 82 Galena Street 41.25 2 31 82 Hunter Street 41.29 2 31 82 Spring Street 41.36 4 147 82 Cooper Avenue / Original Street 41.57 2 43 82 Between 6th Street and Aspen Street (Bus Lane Markings) 40.59-40.97 19 392 TOTAL 1136 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway symbol markings shall be replaced cyclically at minimum every 5 years or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro -reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case-by-case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by-case basis between the aforementioned contract representatives. Lane Striping All lane striping in the highway segments listed below shall be maintained as follows: Highway From Road To Road From MP To MP Length (mi) 82 Cemetery Lane 7th Street 40.11 40.38 0.27 0.18 0.0 82 7th Street 6th Street 40.38 40.56 0.18 82 6th Street 5th Street 40.56 40.63 0.07 82 5th Street 3rd Street 40.63 40.76 0.13 82 3rd Street Monarch Street 40.76 41.09 0.33 82 Monarch Street Mill Street 41.09 41.16 0.07 82 Mill Street Galena Street 41.16 41.22 0.06 82 Galena Street Spring Street 41.22 41.36 0.14 82 Spring Street Hopkins Avenue 41.36 41.46 0.10 82 Hopkins Avenue Cooper Avenue 41.46 41.57 0.11 82 Cooper Avenue Cleveland Street 41.57 41.74 0.17 82 Cleveland Street Crystal Lake Road 41.74 42.12 0.38 Total Miles: 2.01 The Local Agency shall be responsible for all repair, routine maintenance, periodic inspection and/or testing, and cyclical replacement as described herein. Highway lane striping shall be repainted cyclically at a minimum of once every year or more frequently as necessary to ensure that the marking has an acceptable level of daytime appearance and/or a minimum retro-reflectivity of 100 mcd/m2/lux. New installs shall be reviewed and approved by CDOT and shall meet all applicable CDOT and Local Agency Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Exhibit A - Page 5 of 5 standards and guidelines. A determination of who will provide labor, material, and equipment for the installation will be made on a case-by-case basis between the aforementioned contract representatives. A once per year random visual inspection of 5% of inventory shall be done jointly between CDOT and the Local Agency to ensure compliance. Should any equipment or traffic control be required to complete the inspections, a determination of who will provide those items will be made on a case -by-case basis between the aforementioned contract representatives. VI. RATE SCHEDULE Traffic Maintenance: $5.00 Rate per square foot of crosswalk markings per year X 6,534 square feet $32,670 Total annual cost to maintain crosswalk markings $5.00 Rate per square foot of stop bar markings per year X 3,095 square feet $15,475 Total annual cost to maintain stop bar markings $5.00 Rate per square foot of symbol markings per year X 1,136 square feet $5,680 Total annual cost to maintain symbol markings $4,065.17 Rate per mile of lane striping per year X 2.01 miles $8,171 Total annual cost to maintain lane striping $61,996.00 annual cost to maintain pavement markings $61,996.00 yearly cost to maintain pavement markings ÷ 12 Months $ 5,166.33 Total Monthly Amount for Traffic Maintenance $ 61,966.00 Total Annual Amount for Traffic Maintenance X 5 years of the contract $ 309,980.00 Total 5-Year Amount for Traffic Maintenance Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Exhibit B - Page 1 of 1 Exhibit B - Local Agency Resolution Exhibit B - Page 1 of 1 Exhibit B - Local Agency Resolution Exhibit B - Page 1 of 1 Exhibit B - Local Agency Resolution"pRTETgv v (]GCWvPJZGrv 1Jd]WjgT]Zv 2#8.);9'.+vv 8KaUKev ^Lvv v 3#8.);:'.+v.$v9&#v ':@v .<+ ')v.$v :&#v ':@v.$v80#,v .).3!.v002.='+%v+v'+9#2%.=#3-*#+:)v%7#*#,:v #:>##,v:&#v ':@v.$v80#,v+!v .).3!.v!#029*#+9v.$v 94+80.299'.+ v ;9&.3'B',%v:&#v ':@v*+%#2v9.v#?# <9#v 8'!v .+:6 :v.+v#&)$v.$v9&#v '9@v.$v80#+v .).5!. v >&#3#8vhSKaKvSDevFKK[vekFYUhhKIvh^vhSKv Uhtv ^k[HUXvD[v U[hKaQ^mKcYK[hDXvDQaKKYK[hvNavYDU[hK[D[HKv^Lv&UQSnDsvv FKhoKK[vhSKv Uhtv ^Lv e`K[vD[IvhSKv ^X^aDI^v!K`DaiYK[hv ^Lv 9aD[e`^aiDhU^[v DvhalKvD[IvDHHkaDhKvH^`sv^Lv nSUHSvUevDhhDHSKIvSKaKh^vDev#qSUFUhvv +.>v 9&#3#$.2#v#v'9v2#8.)=#!v@v:&#v ':@v .<+ ')v.$v 9&#v '9Av.$v80#,v /).2!.v 9SDhvhSKv Uhsv ^k[HUXv^LvhSKv Uhsv^Lve`K[vSKaKFsvD``a^mKevhSDhv '[hKaQ^mKcYK[hDXvQaKKYK[hvM_avhSKvYDU[hK[D[HKv^Lv8hDhKv&UQSnDsvvFKhnKK[v hSKv Uhsv^Lvf`K[vD[IvhSKv ^X^aDI^v!K`DaiYK[hv^Lv:aD[e`^ahDhU^\v Dv H^`sv^LvnSUHSv UevD[[KqKIvSKaKh^vD[IvU[H^a`^aDhKIvSKaKU[v D[IvI^KevSKaKFsvDkhS^aUuKvhSKv Uhsv *D[DQKavh^vKqKHkhKv eDUIvDQaKKYK[hv ^[vFKSDXLv^LvhSKv Uhsv^Lve`K[ v  2#8.)=#!v 002.=#!v+!v$'+))@v!.0:#!vFsvhSKv Uhtv ^k[HUXv^LvhSKv Uhsv^Lve`K[v ^[vhSKv vIDsv^Lv*DaHSv v 'v,UH^XKv&K[[U[Qv IkXsvD``^U[hKIv D[IvDHhU[Qv Uhsv XKaVvI^vHKbiUOvhSDhvhSKv L^aKQ^U[QvUevDvhalKvD[IvDHHkaDhKvH^`sv^LvhSDhvaKe^XkhU^[v DI^`hKIvFsvhSKv Uhsv ^k[HUXv ^LvhSKv Uhsv^Lve`K[v ^X^aDI^v DhvDvYKKhU[QvSKXIv *DaHSv v v ,UH^XKv&K[[U[Qv Uhsv XKav      Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Local Agency is not authorized to begin performance until such time. If Local Agency 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. EXHIBIT C - SAMPLE OPTION LETTER SAMPLE IGA OPTION LETTER Highway or Traffic Maintenance (This option has been created by the Office of the State Controller for CDOT use only) Date: State Fiscal Year: Option Letter No.: Routing#: Vendor name: 1) SUBJECT: Change in the amount of goods within current term. 2) REQUIRED PROVISIONS: In accordance with Section 17 of contract routing number insert FY, agency code & routing #, between the State of Colorado, Department of Transportation, and insert Local Agency name the state hereby exercises the option to an increase/decrease in the amount of goods/services at the same rate(s) specified in Exhibit A. The amount of the current Fiscal Year contract value (encumbrance) is increased/decreased by $ amount of change to satisfy services/goods ordered under the contract for the current fiscal year insert fiscal year. The Contract Encumbrance Amount in Recital 1 is hereby modified to $amount of new annual encumbrance, and Section 4, B, 1 shall also be modified to show the annual not to exceed amount to $amount of new annual encumbrance and the Contract (five-year term) not to exceed amount shall be modified to $amount of the new five-year maximum. The total contract value to include all previous amendments, option letters, etc. is $insert accumulated/total encumbrance amount. 3) EFFECTIVE DATE: The effective date of this Option Letter is upon approval of the State Controller or delegate, whichever is later. APPROVALS: State of Colorado: JARED S. POLIS, GOVERNOR By: Date: Keith Stefanik, P.E., Chief Engineer, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER State Controller Robert Jaros, CPA, MBA, JD By: Date: Form date: August 16, 2013 Exhibit C – Page 1 of 1 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: Department of Transportation Date: EXHIBIT D - SAMPLE ENCUMBRANCE LETTER ENCUMBRANCE LETTER Date: State Fiscal Year: Encumbrance Letter No.: Routing # Orig IGA: PO: 1)Encumber fiscal year funding in the contract. 2)PROVISIONS: In accordance with Section 4 and Exhibit C of the original Contract routing number Orig Routing # between the State of Colorado, Department of Transportation, and Contractor's Name, covering the term July 1, 20XX through June 30, Year, the State hereby encumbers funds for the goods/services specified in the contract for fiscal year 20XX. The amount to be encumbered by this Encumbrance Letter is $amount of change. The Total contract (encumbrance) amount, including all previous amendments, option letters, etc. is $Insert New $ Amt. 3)EFFECTIVE DATE. The effective date of this Encumbrance Letter is upon approval of the State Controller. STATE OF COLORADO Jared S. Polis, GOVERNOR Department of Transportation By: Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director Date: Exhibit D - Page 1 of 1 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Exhibit E – General Provisions 1. General Provisions A.Assignment Grantee’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Agreement. B.Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with whom Grantee enters into a subcontract or subgrant would also be considered a Subrecipient, then the subcontract or subgrant entered into by Grantee shall also contain provisions permitting both Grantee and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C.Binding Effect Except as otherwise provided in §17.A, all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D.Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E.Captions and References 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. 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. F.Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G.Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. Exhibit E - Page 1 of 4 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD H.Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I.Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J.Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K.Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. L.Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. M.Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. N.Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in § 17.A, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Exhibit E - Page 2 of 4 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. O. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. P. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. Q. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee’s industry, trade, or profession. R. Licenses, Permits, and Other Authorizations Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. S. Indemnification i. General Indemnification Grantee shall indemnify, save, and hold harmless the State, its employees, agents and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Grantee, or its employees, agents, Subcontractors, or assignees in connection with this Agreement. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Grantee in violation of §8 may be cause for legal action by third parties against Grantee, the State, or their respective agents. Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the State in relation to any act or omission by Grantee, or its employees, agents, assigns, or Subcontractors in violation of §8. iii. Intellectual Property Indemnification Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. Exhibit E - Page 3 of 4 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD iv. Accessibility Indemnification Grantee shall indemnify, save, hold harmless, and assume liability on behalf of the State, its officers, employees, agents and assignees (collectively the “Indemnified Parties”), for any and all costs, expenses, claims, damages, liabilities, court awards, attorney fees and related costs, and other amounts incurred by any of the Indemnified Parties in relation to Contractor’s noncompliance with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103, C.R.S. State employees are considered third parties for the purposes of this section. T. Accessibility i. Grantee shall comply with the Accessibility Standards for Individuals with a Disability, as adopted by the Office of Information Technology pursuant to §24-85-103 C.R.S. ii. The State may require Grantee’s compliance with the Accessibility Standards for Individuals with a Disability adopted by the Office of Information Technology pursuant to §24-85-103 C.R.S. is determined and tested by a qualified third party selected by the State. The State may ask the Grantee to review the selection of the third party. Grantee shall be responsible for all costs associated with the third-party vendor’s assessment. If Grantee is not in compliance as determined by the third-party vendor, at the State’s request and at the State’s direction, Grantee shall promptly take all necessary actions to come into compliance using a State-approved vendor, at no additional cost to the State. Exhibit E - Page 4 of 4 Docusign Envelope ID: 8FD74B81-0187-4E73-BED0-404DD72137CD