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HomeMy WebLinkAboutresolution.council.005-05RESOLUTION NO. Series of 2006 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND THE STATE OF COLORADO DEPARTMENT OF TRANSPORTATION AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID DOCUMENT(S) ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado and the State of Colorado Department of Transportation a copy of which contract is annexed hereto and made a part thereof. 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 contract between the City of Aspen, Colorado, and the State of Colorado Department of Transportation, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said contract on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 23Td day of January 2006. I, Kathryn S. Koch, 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 of the City of Aspen, Colorado, at a meeting hgld on the day hereinabove stated. Kathryn ~. Koch, City Clerk (State SHwyMtce) Highway Maintenance (SH 82) Aspen/Region 3/(NSO) Rev 10/03 05 HA3 00072 CMS ID 05-217 CONTRACT THIS CONTRACT made this __ day of 20 , by and between the State of Colorado for the use and benefit of the Colorado Department of Transportation hereinafter referred to as the State and CITY OF ASPEN, STATE OF COLORADO, 130 South Galena, Aspen, Colorado, 81511, FEIN: 846000563, hereinafter referred to as the "Contractor" or the "Local Agency." 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 in Fund Number 400, Appropriation Code 010, Organization Number 9991, Program 3000, Function 2390, Object 5410 IN, Reporting Category 3200, (Contract Encumbrance Amount: $30,000.00) 2. Required approval, clearance and coordination has been accomplished fi:om 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 § 43-2-135 describes certain specific responsibilities of the State and affected local entities (respectively) with respect to state highways that are also part of a local street system; 4. The parties desire to enter this Contract for the Contractor to provide some or all of the certain maintenance services on state highways that are the responsibility of the State under applicable law, and for the State to pay the Contractor a reasonable negotiated fixed rate for such services; 5. The parties also intend that the Contractor shall remain responsible to perform any services and duties on state highways that are the responsibility of the Contractor under applicable law, at its own cost; 6. The State and the Contractor have the authority, as provided in Sections 29-1-203, 43-1-106, 43-2-103, 43-2-104, and 43-2-144 C.R.S., as amended, and in applicable ordinance or resolution duly passed and adopted by the Contractor, to enter into contract with the Contractor for the purpose of maintenance on the state highway system as hereinafter set forth; and 7. The Contractor has adequate facilities to perform the desired maintenance services on State highways within its jurisdiction. Page 1 of 12 THE PARTIES NOW AGREE THAT: Section 1. Scope of Work The Contractor shall perform all "maintenance services" for the certain State Highway System segments described herein, located within the Contractor's jurisdiction, for a total length of 3.44 miles ("the Highways") 3.44 _ miles on State Highway 82 from MP 39.0 to MP 42.44 Such services and highways are further detailed in Section 5. In addition, the parties agree to provide maintenance services specifically for the Maroon Creek Bridge (MP 39.071 to MP 39.409) as outlined in Exhibit A. Section 2. Order of Precedence In the event of conflicts or inconsistencies between this contract and its exhibits, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 2. 3. 4. 5. Special Provisions contained in section 22 of this contract This contract Exhibit A (Scope of Work) Exhibits C and D (Contract Modification Tools) Other Exhibits in descending order of their attachment. Section 3. Term This contract shall be effective upon approval of the State Controller or designee, or on the date made, whichever is later. The term of this contract shall be for a term of FIVE (5) years. Provided, however, that the State's financial obligation for each subsequent, consecutive fiscal year of that term after the first fiscal year shall be subject to and contingent upon funds for each subsequent year being appropriated, budgeted, and otherwise made available therefore. 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 this ordinance or resolution is attached hereto and incorporated herein as Exhibit B. B. Subject to the terms o f this Contract, for the satisfactory performance o f the maintenance services on the Highways, as described in Section 5, the State shall pay the Contractor on a lump sum basis, Page 2 of 12 payable in monthly installments, upon receipt of the Contractor's statements, as provided herein. 1. The lump sum payments shall be based solely on the rate negotiated by the parties per mile of the Highways, times the number of miles of the Highways - figured to the hundredth of a mile, per fiscal year of the Contract term. Provided, however, that the total of such payments during the term of the Contract shall not exceed the particular maximum amount determined by that formula of "rate X miles", unless the Contract is amended or extended accordingly. The rate negotiated by the parties per mile for this Contract is $8,721.0 per mile, and the number of miles of the Highways for which the Contractor will provide maintenance services is 3.44 miles, for a total maximum amount of $30,000.00 per fiscal year. The negotiated rate per mile shall remain fixed for the full term of the Contract, unless this rate per mile is renegotiated in accord with the procedure set forth herein in Section 17. The total payments to the Contractor during the term of this Contract shall not exceed that maximum amount of $30,000.00 ("rate X miles"), unless this Contract is amended or extended accordingly. The parties further agree that the cost of maintenance services specifically for the Maroon Creek Bridge, as outlined in Exhibit A, are included in the cost per mile shown in Section 4, Paragraph B, subparagraph 1.a. above. 2. The statements submitted by the Contractor 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 Contractor billing standards. 3. If the Contractor fails to satisfactorily perform the maintenance for a segment of the Highways (or portion thereof), or if the statement submitted by the Contractor 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 and Local Agency Commitments A. The Contractor shall perform the "highway maintenance services" for the certain State Highway System segments described herein. Such services and highways are detailed in Section 1 (orExhibit A). B. As used herein the term "maintenance services" shall mean only those maintenance services normally performed by the State to comply with its responsibility under §§ 43-2-102 and 43-2- 135, C.R.S., as described in the State's then current "Maintenance Management Information Manual", as amended, which is incorporated herein by this reference. The Contractor shall obtain Page 3 of 12 a copy of that Manual from the State before it performs any maintenance services under this Contract. ("Maintenance services" do not include reconstruction of portions of the highways destroyed by major disasters, fires, floods, or Acts of God. Provided, however, that the Contractor shall give the State immediate notice of the existence of any such conditions on the Highways.) 1. Maintenance services to be performed by the Contractor, at State expense, for the Highways under this Contract shall include (without limitation) the following services: MP 39.00 - MP 40.00 Pot Hole Repair only MP 40.00 - MP 42.44 Pot Hole Repair, Snow Removal, Sanding and Salting Warning the State's representative of any "dangerous condition" (as that term is defined in {}24-10-103(1) C.R.S., as amended), and/or repairing that condition. Inspecting State Highway signing and regulatory devices on the Highways at least weekly and notifying the State's Region Transportation Director as soon as the Contractor has notice of any State Highway signing and regulatory devices in need of repair. 2. From MP 40.0 to MP 42.44 the contractor shall also continue to perform, at its own expense, all activities/duties on the Highways that Contractor is required to perform by ~43-2-135 (1) (a) and (e), C.R.S., as amended, including, but not limited to: cutting weeds and grasses within the State's right of way; fence maintenance; cleaning of roadways, including storm sewer inlets and catch basins; cleaning of ditches; and repairing of drainage structures, excluding storm sewers. C. The Contractor shall perform all maintenance services on an annual basis. The Contractor'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 Contractor concerning the maintenance services shall be in writing. The Contractor shall contact the State Region office and obtain those standards before the Contractor performs such services. D. The Contractor shall perform the maintenance services in a satisfactory manner and in accordance with the terms of this Contract. The State reserves the right to determine the proper quantity and quality of the maintenance services performed by the Contractor, as well as the adequacy of such services, under this Contract. The State may withhold payment, if necessary, until Contractor performs the maintenance services to the State's satisfaction. The State will notify the Contractor in writing of any deficiency in the maintenance services. The Contractor shall commence corrective action within 24 hours of receiving actual or constructive notice of Page 4 of 12 such deficiency: a) from the State; b) from its own observation; or c) by any other means. In the event the Contractor, for any reason, does not or cannot correct the deficiency within 24 hours, the State reserves the right to correct the deficiency and to deduct the actual cost of such work from the subsequent payments to the Contractor, or to bill the Contractor for such work. Section 6. Record Keeping The Local Agency shall maintain a complete file of all records, documents, communications, and other written materials, which pertain to the costs incurred under this contract. The Local Agency shall maintain such records for a period of six (6) 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 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 Contractor only for that portion of the highway maintenance services actually and satisfactorily performed up to the effective date of that termination, and the Contractor 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 whtten 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 Page 5 of 12 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 fi.om the Local Agency is determined. If after such termination it is determined, for any reason, that the Local Agency was not in default or that the Local Agency's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if the contract had been terminated for convenience, as described herein. D. Termination Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with federal and/or State funds which are available to the State for the purposes of contracting for the Project provided for herein, and therefore, the Local Agency expressly understands and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon availability of such funds to the State. In the event that such funds or any part thereof are not available to the State, the State may immediately terminate or amend this contract. Section 8. Legal Authority The Local Agency warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this contract and to bind the Local Agency to its terms. The person(s) executing this contract on behalf of the Local Agency warrants that such person(s) has full authorization to execute this contract. Section 9. Representatives and Notice The State will provide liaison with the Local Agency through the State's Region Director, Region 3,222 S. 6th Street Room 317, Grand Junction, Colorado, 81501, (970) 248-7225. 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 3 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: Page 6 of 12 Weldon Allen Maintenance Superintendent CDOT Region 3 606 S. 9th Street Grand Junction, CO 81501 (970) 248-7363 Jerry Nye Superintendent of Streets City of Aspen 130 South Galena Aspen, Colorado 81611 (970) 920-5130 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. Page 7 of 12 Section 15. Entire Understanding This contract is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein by writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a writing executed 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 A. 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. B. 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 only if the party requesting the rate change documents, in accord with then applicable cost accounting principles and standards (including sections 24-107-101, et seq., C.R.S. and implementing regulations), that the requested increase/decrease is based on and results from (and is proportionate to) 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 his delegee. Section 18. Change Orders and Option Letters A. Bilateral changes within the general scope of the Contract, as defined in Section lA above, may be executed using the change order letter process described in this paragraph and a form substantially equivalent to the sample change order letter attached as Exhibit C, for any of the following reasons. 1. Where the agreed changes to the specifications result in an adjustment to the Page 8 of 12 price, delivery schedule, or time of performance. 2. Where the agreed changes result in no adjustment to the price, delivery schedule, or time of performance. The change order shall contain a mutual release of claims for adjustment of price, schedules, or time of performance. 3. Where the changes to the contract are priced based on the unit prices to be paid for the goods and/or services established in the contract. 4. Where the changes to the contract are priced based on established catalog generally extended to the public. Other bilateral modifications not within the terms of this paragraph must be executed by formal amendment to the contract, approved in accordance with state law. B. The State may increase the quantity of goods/services described in Exhibit A at the unit prices established in the contract. The State may exercise the option by written notice to the contractor within 30 days before the option begins in a form substantially equivalent to Exhibit D. Delivery/performance of the goods/service shall continue at the same rate and under the same terms as established in the contract C. The State may also unilaterally increase/decrease the maximum amount payable under this contract based upon the unit prices established in the contract and the schedule of services required, as set by the state. The State may exercise the option by providing a fully executed option to the contractor, in a form substantially equivalent to Exhibit D, immediately upon signature of the State Controller or his delegate. Performance of the service shall continue at the same rate and under the same terms as established in the contract. Section 19. Disputes Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement will be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, the Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the performance of the contract in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals will be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this contract, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. Section 20. Does not supercede other agreements Page 9 of 12 This Contract is not intended to supercede or affect in any way any other agreement (if any) that is currently in effect between the State and the Contractor for other "maintenance services" on State Highway rights-of-way within the jurisdiction of the Contractor. Also, the Contractor shall also continue to perform, at its own expense, all such activities/duties (if any) on such State Highway rights-of-ways that the Contractor is required by applicable law to perform. Section 21. Subcontractors The Contractor may subcontract for any part of the performance required under this Contract, subject to the Contractor first obtaining approval fi:om the State for anyparticular subcontractor. The State understands that the Contractor may intend to perform some or all of the services required under this Contract through a subcontractor. The Contractor 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. Page 10 of 12 Section 22. (For Use Only with thter-Govemmental Contracts) 1. CONTROLLER'S APPROVAL. CRS 24-30-202 (1) This conlract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate. 2. FUND AVAILABILITY. CRS 24-30-202 (5.5) Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3. INDEMNIFICATION To the extent authorized by law, the contractor shall indemnify, save, and hold harmless the State against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the Conbactor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this contract. No term or condifion of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, dghts, benefits, protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now or hereaffer amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801-2 THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BYTHE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT TH E STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO BIND THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLYSET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE WORKERS' COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE)AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL SE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR, ITS EMPLOYEES AND AGENTS. 5. NON-DISCRIMINATION. The sentrsctor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair employment practices. 6. CHOICE OF LAW. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether or not incorporated herein by reference, which provides for arbitration by any extra-judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other spedal provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution. At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state laws, rules, and regulations that have been or may hereafter be established. 7. SOFTWARE PIRACY PROHIBITION Governor's Executive Order D 002 00 No State or other public funds payable under this Contract shall be used for the acquisition, operation, or maintenance of computer software in violation of United States copyright laws or applicable licensing restrictions. The Contractor hereby certifies that, for the term of this Conffact and any extensions, the Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that the Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this Contract, including, without limitation, immediate termination of the Contract and any remedy cons stent with United States copyright laws or applicable licensing restrictions. 8. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 & CRS 24-50-507 The.signatories aver that to their knowledge, no employee of the State of Co orado has any personal or beneficial interest whatsoever in the service or property described herein. Effective Date: August 1, 2005 Page 11 of 12 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL OWENS, GOVERNOR CITY OF ASPEN~ COLORADO Legal Name of Contracting Entity By Executive Director Department of Transportation 846000563 Social Secudty Number or FEIN LEGAL REVIEW: JOHN W. SUTHERS ATFORNEY GENERAL CORPORATIONS: (A corporate attestation is required.) Attest(Seal)By ~ ~~ (~'~tc -~:;.. ~,, 7/~;.~:r-~/-~* , .'City/C.c;.,,,.~.~ ~31erk) (Place corporate seal here, if available) ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: LESLIE M. SHENEFELT By Date Effective Date: August 1,2005 Page 12 of 12 Exhibit A MAROON CREEK BRIDGE SCOPE OF SERVICES I. NEW HIGHWAY BRIDGE 1. BRIDGE DRAINAGE SYSTEM a. CDOT Responsibility · Maintain the Hydro carbon separator, per manufacturers recommendations (Up valley end). · Maintain inlet, pipes, ditch, and drywell (Down valley end). b. City o f Aspen Responsibility · Maintain inlets, pipes, and forebay pond (Up valley end). 2. STRUCTURE/MAINLINE a. CDOT responsibility · Maintain bridge and all highway bridge related facilities. · Provide snow plowing, deicing and trash removal. · Making safe, repairing, spot reconditioning, spot stabilization and spot seal coating including shoulders and damage caused by ordinary washouts. b. City of Aspen responsibility · Provide snow hauling and sweeping. · Provide Pothole Patching. 3. PEDESTRIAN TRAIL (ON NEW HIGHWAY BRIDGE) a. CDOT Responsibility · Maintain Type 7 concrete barrier. · Maintain bridge railing and surface. b. City of Aspen Responsibility · Provide snow removal. · Provide sweeping, trash removal. · Maintain pedestrian lighting. 4. UTILITIES a. City of Aspen responsibility · Maintain Waterline installed through bridge structure. II. OLD HIGHWAY BRIDGE a. CDOT is responsible for maintaining all aspects of the old highway bridge. Page 1 of 12 Exhibit A III. TRAIL SYSTEM a. The City of Aspen will maintain the trail system on the highway bridge and trail connections including snow removal pedestrian lighting, trail surface repair, trash removal, sweeping and striping. IV. DRAINAGE PONDS AND WETLANDS a. The City of Aspen will maintain the drainage ponds and w~lands. V. MAROON CREEK BRIDGE ITEMS COVERED UNDER SEPARATE AGREEMENTS 1. CDOT maintenance access to new and old bridges. · Covered by separate License or Easement Agreement. 2. Landscape and Irrigation maintenance · Covered by separate Landscape Agreement. 3. Golf Course Parking Lot · Already in Project P, S, & E. Page 2 of 12 Exhibit B LOCAL AGENCY ORDINANCE or RESOLUTION Exhibit C SAMPLE BILATERAL CHANGE ORDER LETTER Date: State Fiscal Year: Bilateral Change Order Letter No. In accordance with Paragraph of contract routing number , [ your agency code here ] __ between the State of Colorado Department of or Higher Ed Institution [ your agency name here ] (_ division) and [ Contractor's Name Here 1 covering the period of [ July 1, 20 through June 30, 20 ] the undersigned agree that the supplies/services affected by this change le~er are modified as follows: Services/Supplies Exhibit adding Price/Cost __, Schedule of Equipment for Maintenance or Schedule of Delivery, is amended by , serial numbers and The maximum amount payable by the State for [service] |suoolv] in Paragraph __ is (increased/decreased) by ($ amount of change) to a new total of($ ) based on the unit pricing schedule in Exhibit . The first sentence in Paragraph is hereby modified accordingly; The total contract value to include all previous amendments, change orders, etc. is [ $ ]. OR The parties agree that the changes made herein are "no cost" changes and shall not be the basis for claims for adjustment to [price] [cost ceiling], delivery schedule, or other terms or conditions of the contract. The parties waive and release each other from any claims or demands for adjustment to the contract, including but not limited to price, cost, and schedule, whether based on costs of changed work or direct or indirect impacts on unchanged work. Controller approval of this "no cost" change is not required, contractor initials. Agency initials. [ Include this sentence: This change to the contract is intended to be effective as of approval by the State Controller, whichever is later. ] Please sign, date, and return all copies of this letter on or before 20 , or on APPROVALS: Contractor Name: State of Colorado: Bill Owens, Governor By: By: Date: Name For the Executive Director/College President Title Colorado Department of or Higher Ed Institution ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTRO! CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods and/or services provided. State Controller, Leslie M. Shenefelt By: Date: Exhibit C - Page I of 1 SAMPLE OPTION LETTER Exhibit D Date: State Fiscal Year: Option Letter No. SUBJECT: [Amount of goods/Level of service change] In accordance with Paragraph(s) of contract routing number , [ your Agency code here ], between the State of Colorado Department of or Higher Ed Institution [ your agency name here ], [ division], and ]Add Contractor's name here] covering the period of [ July 1, 20 through June 30, 20 , ] the state herby exercises the option for [an additional one year's performance period at the (cost) (price) specified in Paragraph .] and/or [increase/decrease the amount of goods/services at the same rate(s) as specified in Paragraph/Schedule/Exhibit .] The amount of funds available and encumbered in this contract is [ increased/deereased ] by [ $ amount of change] to a new total funds available of [ $ ] to satisfy services/goods ordered under the contract for the current fiscal year [ FY 0 ]. The first sentence in Paragraph __ is hereby modified accordingly. The total contract value to include all previous amendments, option letters, etc. is[$ 1. APPROVALS: State of Colorado: Bill Owens, Governor By: Date: [ Executive Director/College President ] Colorado Department of or Higher Ed Institution ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods and/or services provided. State Controller Leslie M. Shenefelt By: Date: Exhibit D Page 1 of 1