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07-01-1997 Project C R300-042 Avon Road (SH 70H) roundabouts SA 11837DEPARTMENT OF TRANSPORTATION Region 3 222 South Sixth Street, Room 317 Grand Junction, Colorado 81501 -2769 (970) 248 -7208 FAX # (970) 248 -7254 July 1, 1997 Norman Wood, PE Town Engineer Town of Avon P.O. Box 975 Avon, CO 81620 Dear Mr. Wood: STATE OF COLORADO OT =U� Enclosed please find a fully executed original contract dated July 1, 1997 regarding Project C R300 -042, AVON ROAD (SH 70H) ROUNDABOUTS, SA# 11837, for your records. Please send your request for payment to David C. Miller at the address shown above. Please submitt copies of the paid invoice as proof for my documation. Yours truly R.P. Moston Regional Transportation Director b -v MX0,- David C. Miller O.S. Coordinator DM: enc. one set xc: moston/perske Nelson W /copy file W /copy C R300 -042 (11837) AVON ROAD (SH 7011) ROUNDABOUTS 97 HA3 01039 Avon /Region 3 (TDR) C,ONt — TRACT THIS CONTRACT, made this day of 1997 b and between y the State of Colorado for the use and benefit of THE COL RADO DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the State or CDOT, and the TOWN OF AVON, P.O. Box D, Avon, CO 81620, FEIN: 840771088, hereinafter referred to as the Local Agency or the Town, WHEREAS, authority exists in the law and it is the intent of CDOT, subject to the conditions set forth hereinafter in this agreement, to budget, appropriate and otherwise make available a sufficient balance in the 1998 fiscal year for payment of the Local Agency in Fund 400, Org. No. 9911, Approp. Code 010, Prog. 2000, Func. 3020, Obj. 2312, Rept. Categ. 3060, Proj. No. 11837, (Contract Encumbrance Amount. $250,000.00 in FY98 funds, subject to the conditions set forth hereinafter); and WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate agencies; and WHEREAS, the Town desires to construct at its own expense a series of five roundabouts on Avon Road (State Highway 70 H), hereinafter referred to as "the work "; and WHEREAS, the Town is willing to acquire at its own expense all rights of way necessary for the work and to take full responsibility for proper drainage and utility adjustments for the work; and WHEREAS, as a condition of the State's approval of its proposal for the work, the Town is also willing, upon completion of the first construction contract, to submit a formal request to the Colorado Transportation Commission to approve the Town's assumption of ownership of and full responsibility for maintenance for Avon Road; and -1- WHEREAS, CDOT is willing to furnish design plan review, to coordinate FHWA review and to provide funding for contract administration (construction engineering) services for the work at a cost not to exceed $250,000.00; and WHEREAS, CDOT funds for the project's contract administration are not available in CDOT's 1997 fiscal year budget; and WHEREAS, the Town is willing to advance the funds for contract administration to accelerate the projects completion; and WHEREAS, CDOT desires to repay the Town such funds, not to exceed $250,000.00, as the Town shall advance to pay for the cost of contract administration and CDOT shall seek authorization of such funding for the project in the 1998 fiscal year; and WHEREAS, the Town recognizes and accepts the fact that future CDOT repayment of funds which the Town advances for the costs of contract administration is contingent upon the availability and budgeting of such funds by the Transportation Commission for repayment and that the State shall have no obligation to repay such funds unless and until the funds are budgeted and made available by the Transportation Commission for that purpose; and WHEREAS, the Town's willingness to provide its share of the costs of the of the work, and to advance funds for contract administration costs is evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized representatives of the Local Agency, a copy of which is attached hereto and made a part hereof; and WHEREAS, said ordinance or resolution also establishes the authority under which the Local Agency enters into this contract; and WHEREAS, this contract is executed by the State under authority of Sections 24- 43 -1 -106, 43 -1 -110, 43 -1 -201 et seq., 43 -2- 104.5, and 43 -2 -144 C.R.S., as amended; and WHEREAS, the parties hereto now desire to agree upon the division of responsibilities for the work; and WHEREAS, the Local Agency is adequately staffed and suitably equipped to undertake and satisfactorily carry out its responsibilities under this contract. NOW, THEREFORE, it is hereby agreed that: IPA i I. PROTECT OR WORK DESCRIlMON "The project" or "the work" under this contract shall consist of the construction by the Town of Avon of a series of five (5) roundabouts on Avon Road (State Highway 70 H), as well as the acquisition of all rights of way necessary for the construction and the establishment of proper drainage and utility adjustments for the construction. The five (5) roundabouts shall be at the intersections of Avon Road with (1) the I -70 westbound ramps, (2) the I -70 eastbound ramps, (3) Beaver Creek Blvd., (4) Benchmark Road and (5) U.S. Highway 6. II. STATE COMMITMENTS A. The State will provide liaison with the Local Agency through the State's Region Transportation Director, CDOT Region 3, 222 South 6th Street, # 317, Grand Junction, Colorado 81501, (970) 248 -7225. Said Director will also be responsible for coordinating the State's activities under this contract. B. CDOT shall provide the Town with a prompt review of the Town's design plans for the roundabouts and shall coordinate the FHWA's review of the plans for the work. C. CDOT, contingent upon Transportation Commission approval, shall furnish 1998 fiscal year funding for repayment of Town costs for contract administration (construction engineering) services for the work at an amount not to exceed $250,000.00. The obligation of CDOT to repay the Town for contract administra- tion costs advanced by the Town, up to the amount of $250,000.00, is expressly subject to the availability and budgeting of such funds in the 1998 fiscal year by the Transportation Commission, and the State shall have no obligation to repay the Town unless and until the Transportation Commission authorizes and budgets such funds. D. CDOT shall seek approval of 1998 fiscal year funding from the Transportation Commission for the cost, not to exceed $250,000.00, of the contract administration for the work. -3- E. Upon satisfactory completion of the first roundabout construction contract CDOT shall support a formal request by the Town to the Colorado Transportation Commission for the Town to assume ownership of and maintenance responsibility for Avon Road. III. TOWN COMMITMENTS A. The Town shall provide all funds necessary for the performance of the work, including any funds needed for contract administration that are in excess of CDOT's contribution, which shall not be in excess of $250,000.00. B. The Town shall advance the costs of contract administration for the work up to the amount of $250,000.00, and shall not bill CDOT for repayment of such expenses until after the beginning of the State's 1998 fiscal year, i.e. after July 1, 1997. C. The Town shall acquire all rights of way necessary for the work and shall take full responsibility for ensuring proper site drainage and all utility adjustments needed for the work. D. The Town shall advertize and, subject to CDOT concurrence, shall award the construction contract for the work. E. The Town shall ensure that the construction contract for the work with its contractor(s) incorporates CDOT's Standard Specifications for Road and Bridge Construction as a standard for performance of the work. F. The Town shall submit its design plans for the work to CDOT and the FHWA for approval of compliance with geometric, structural and signing standards. G. The Town shall take full responsibility for maintenance and traffic control on Avon Road during construction of the work. H. Upon completion of the first construction contract (whether the full five roundabouts of a lesser number are constructed), the Town shall submit a formal request to the Colorado Transportation Commission proposing that ownership and full maintenance responsibility for Avon Road be transferred to the Town. -4- IV. GENERAL PROVISIONS A. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and attachments hereto which may require continued performance or compliance 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. B. 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. C. 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. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subse- quent breach. D. 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 written contract executed and approved pursuant to the State Fiscal Rules. -5- E. This contract may be terminated as follows: (a) 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 such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event that the contract is terminated for cause the Local Agency shall reimburse the State the entire amount paid to the Local Agency for the project in a lump sum payment made within thirty (30) days of the termination. Notwithstanding 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. 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 conve- nience, and the rights and obligations of the parties shall be the same as if the contract had been terminated for convenience, as described herein. (b) Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of funds or performance of State services 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 Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with funds which are available to the State for the purposes In 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. F. 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. G. This contract shall become "effective" only upon the date it is executed by the State Controller, or designee. The term of this contract shall begin on the date first written above and shall continue through the completion and final acceptance of the work by CDOT and the Local Agency. H. The State's Special Provisions are attached hereto are hereby made a part of this contract. For the purposes of the Special Provisions the Local Agency shall be referred to as the contractor. In the event of any conflict between the Special Provisions and the provisions of this contract the Special Provisions shall have priority. I. 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 parties hereto, and nothing contained in this contract shall give or allow any such claim or right of action by any other or third person on such contract. It is the express intention of the parties that any person or entity other than the parties receiving services or benefits under this contract be deemed to be an incidental beneficiary only. J. The Local Agency assures and guarantees that it possesses the legal authority to enter into this contract. The Local Agency warrants 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 -7- 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 they have full authorization to execute this contract. ME n IN VffINESS WHEREOF, the parties, hereto have executed this contract the day and year first above written. ATTEST: STATE OF COLORADO ROY ROMER, GOVERNOR By By fihiefClerk Executive irector TMENT OF TRANSPORTATION ATTEST: (SEAL) APPROVED: GALE A. NORTON Attorney jeneral By B Y B. RAN Assistant Attorney General Civil Litigation Section TOWN OF AVON, COLORADO By Title �` U f Federal Employer Identification Number: 840771088 in CLIFFORD W. HALL Stal-d Controller By l SPECIAL PROVISIONS CONTROLLER'S APPROVAL 1. This contract shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado or such assistant as he may designate. This provision is applicable to any contract involving the payment of monev by the State. FUND AVAILABILITY 2. 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. BOND REQUIREMENT 3. If this contract involves the payment of more than fifty thousand dollars for the construction, erection, repair, maintenance, or improvement of any building. road, bridge, viaduct, tunnel. excavation or other public work for this State, the contractor shall, before entering upon the performance of any such work included in this contract, duly execute and deliver to the State official who will sign the contract, a good and sufficient bond or other acceptable surety to be approved by said official in a penal sum not less than one -half of the total amount payable by the terms of this contract. Such bond shall be duly executed by a qualified corporate surety conditioned upon the faithful performance of the contract and in addition, shall provide that if the contractor or his subcontractors fail to duly pay for any labor, materials, team hire, sustenance, provisions, provendor or other supplies used or consumed by such contractor or his subcontractor in performance of the work contracted to he done or fails to pay any person who supplies rental machinery, tools, or equipment in the prosecution of the work the surety will pay the same in an amount not exceeding the sum specified in the bond, together with interest at the rate of eight per cent per annum. Unless such bond is executed, delivered and filed, no claim in favor of the contractor arising under such contract shall be audited, allowed or paid. A certified or cashier's check or a bank money order payable to the Treasurer of the State of Colorado may be accepted in lieu of a bond. This provision is in compliance with CRS 38 -216-106. INDEMNIFICATION 4. To the extent authorized by law, the contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the contractor, or its employees. agents, subcontractors, or assignees pursuant to the terms of this contract. DISCRIMINATION AND AFFIRMATIVE ACTION 5. The contractor agrees to comply with the letter and spirit of the Colorado Antidiscrimination Act of 1957, as amended, and other applicable law respecting discrimination and unfair employment practices (CRS 24 -34 -402), and as required by Executive Order, Equal Opportunity and Affirmative Action, dated April 16, 1975. Pursuant thereto, the following provisions shall be contained in all State contracts or sub- contracts. During the performance of this contract, the contractor agrees as follows (a) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical handicap, or age. The contractor will take affirmativc action to insure that applicants are employed, and that employees are treated dating employment, without regard to the above mentioned characteristics. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, recruitment or recruitment advettisings; lay -offs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth provisions of this non - discrimination clause. (b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical handicap, or age. (c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, notice to be provided by the contracting officer, advising the labor union or workers' representative of the contractor's commitment under the Executive Order. Equal Opportunity and Affirmative Action, dated April 16. 1975, and of the rules, regulations, and relevant Orders of the Governor. (d) The contractor and labor unions will furnish all information and reports required by Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, and by the rules, regulations and Orders of the Governor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the office of the Governor or his designee for purposes of investigation to ascertain compliance with such rules, regulations and orders. (e) A labor organization will not exclude any individual otherwise qualified from full membership rights in such labor organization, or expel any such individual from membership in such labor organization or discriminate against any of its members in the full enjoyment of work opportunity because of race, creed, color, sex, national origin, or ancestry. M A labor organization, or the employees or members thereof will not aid, abet, incite, compel or coerce the doing of any act defined in this contract to be discriminatory or obstruct or prevent any person from complying with the provisions of this contract or any order issued thereunder; or attempt, either directly or indirectly, to commit any act defined in this contract to be discriminatory. Form 6- AC -02B Revised 1/93 395 -53 -01 -1022 page 1 of 2 pages P ` � RESOLUTION NO. 97 -27 A RESOLUTION AUTHORIZING A CONTRACT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION RELATING TO THE TOWN'S ROUNDABOUTS PROJECT WHEREAS, the Town Council has heretofore authorized the construction of five roundabouts on Avon Road (State Highway 70 H), hereinafter referred to as "the work "; and WHEREAS, the Colorado Department of Transportation is willing to provide funding for contract administration (construction engineering) services for the work at a cost not to exceed $250,000.00, pursuant to contract; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AS FOLLOWS: 1. A contract with the Colorado Department of Transportation to provide funding for contract administration for the work is hereby authorized pursuant to § 43 -2 -144, C.R.S. and § 29 -1 -203, C.R.S. 2. Funding of the Town's share of costs of the work and for contract administration costs is specifically authorized in connection with the contract. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Avon on the 8th day of April, 1997. ATT ST: Town Clerk� TOWN OF AVON' By: �" , I Mayor C 8300 -042 (11837) AVON ROAD (SH 70H)ROUNDABOUTS Avon /Region 3 (KEK) CONTRACT AMENDMENT #1 Contract Routing Number: 98 HA3 01055 THIS AMENDMENT, is made this !0 day of r7 C;t crlA , 199-c6, by and between the State of Colorado for the use and benefit of the Department of Transportation hereinafter referred to as "the State" or "CDOT ", and the TOWN OF AVON, P.O. Box D, Avon, CO 81620, FEIN: 840771088, hereinafter referred to as the Contractor. FACTUAL RECITALS Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment in Fund 400, Org. No. 9911, Approp. Code 010, Prog. 2000, Func. 3020, Obj. 2312, Rept. Categ. 3060, Proj. No. 11837, (Contract Encumbrance Amount: $339,318.73); and Required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and The parties entered into a contract on July 1, 1997 (97 HA3 01039), hereinafter referred to as the "basic contract "; and The basic contract provided funding for construction by the Town of Avon, in a project identified as C R300 -042, of a series of five (5) roundabouts on Avon Road (State Highway 70 H), as well as the acquisition of all rights of way necessary for the construction and the establishment of proper drainage and utility adjustments for the construction, in Avon, Colorado, hereinafter referred to as the Work; and The basic contract is still in effect and provides for modification by written supplemental contract; and The parties now desire to supplement or amend the basic contract to provide additional funding to reimburse the Town of Avon for extra work undertaken to correct unstable subgrades encountered in the 1 -70 interchange ramps during the roundabout construction in Avon, Colorado; and NOW THEREFORE, it is hereby agreed that 1 + 1 r r 1. Consideration for this Amendment to the Basic Contract consists of the payments which shall be made pursuant to this Amendment and the promises and agreements herein set forth. 2. It is expressly agreed by the parties that this Amendment is supplemental to the Basic Contract, which is, by this reference, incorporated, and made a part hereof, and all terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Amendment as though they were expressly rewritten, incorporated, and included herein. 3. It is agreed the Basic Contract is and shall be modified, altered, and changed in the following respects only: a. A new factual recital (Whereas paragraph) shall be added following the second (2nd)factual recital paragraph which shall read as follows: "WHEREAS, CDOT's Region 3 has established a region -wide Traffic System Management, Safety (TSM- SAFETY) project, identified as C R300 -042, to provide for improvements at various locations on the State highway system." b. The figure "$250,000.00" that appears once in the sixth (6th)factual recital paragraph, once in the ninth (9th)factual recital paragraph, twice in paragraph C of Section II, once in paragraph D of Section II, once in paragraph A of Section III, and once in paragraph B of Section III shall be deleted and replaced in all appearances with the figure "339,318.73 ". 4. The effective date of this Amendment is 19 5. Except for the "Special Provisions," in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment or any of its attachments or exhibits, and any of the provisions of the Basic Contract, this Amendment shall in all respects supersede, govern and control. The "Special Provisions" shall always be controlling over other provisions in the contractor amendments. The factual representations in the Special Provisions concerning the absence of bribery or corrupt influences and personal interest of State employees are presently reaffirmed. 6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED, BUDGETED, AND OTHERWISE MADE AVAILABLE. 7. THIS AMENDMENT SHALL NOT BE DEEMED VALID UNTIL IT SHALL 2 HAVE BEEN APPROVED BY THE CONTROLLER OF THE STATE OF COLORADO OR SUCH ASSISTANT AS HE MAY DESIGNATE. 3 M IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day first above written. STATE OF COLORADO ROY ROMER, GOVERNOR By ATTEST: ecutive Director, Department of Transportation By Chief Clerk TOWN OF AVON, COLORADO By ATTEST (Seal) Title f a (, By 22&g FEIN: 84077108 Town Clerk APPROVALS ATTORNEY G ,p7ERAL GALE A. N ON By BARRY B. RYAN` Assistant Attorney General Civil Litigation Section 4 STATE CONTROLLER CLIFFORD W. HALL By 0 OT COLORADO DEPARTMENT OF TRANSPORTATION Center for Procurement and Contract Services 4201 East Arkansas Ave. Room A140 Denver. Co. 80212 303- 757-9660 Fax 303- 757 -9669 -- " / C ,04 Z7, 1998 Re: Contract for 6S}} 7 d?-}� ,Z6p Please find enclosed your copy original f the referenced contract. NOTE: WORK SHALL NOT COMMENCE UNTIL, A WRITTEN NOTICE TO PROCEED HAS BEEN ISSUED BY THE COLORADO DEPARTMENT OF TRANSPORTATION REPRESENTATIVE. Copies/original of this contract have been distributed this date to the following. - CDOT Files - Business/Headquarters Staff Manager - Vendor/Government agency - CDOT Representative Sincerely, G. Carolyn Richardson Procurement Services (303)757 -9236 IN rl* STATE OF COLORADO DEPARTMENT OF TRANSPORTATION Region 3 222 South Sixth Street, Room 317 Grand Junction, Colorado 81501 -2769 (970) 248 -7208 FAX # (970) 248 -7254 February 23, 1998 Norman Wood, PE Town Engineer Town of Avon P.O. Box 975 Avon, CO 81620 Dear Mr. Wood: ENCLOSED ARE FOUR AMENDED CONTRACTS FOR PROJECT C R300 -042, AVON ROAD (SH 70H) ROUNDABOUTS, SA# 11837. One copy is for your review or comments prior to signing the contract, or for your files until you receive a fully executed contract. Three copies of the contract are to be signed by the person authorized to sign for your Local Agency. 1. Sign and attest three copies of the contract DO NOT DATE and return them to the state for further signatures and dating. The County may retain the fourth copy for their records pending receipt of their fully signed contract. 2. Adopt an appropriate ordinance of resolution for attachment to the contract. 3. DO NOT DATE the first page of the contracts. The contracts will be dated upon final signatures by the State. 4. If the resolution contains a dollar amount, such amount shall not be less than the amount of the Local Agency's contribution as shown in the contract. 5. Please forward the THREE signed contracts back to: Office of Agreements and Consultant Management 4201 East Arkansas Ave. Denver, Colorado 80222 -3400 ATTN. Keira Kazmerski Very truly yours, Richard Perske ACTING REGIONAL TRANSPORTATION DIRECTOR David C. Miller, 0 S Coordinator OT C R300 -042 (11837) AVON ROAD (SH 70H)ROUNDABOUTS Avon /Region 3 (KEK) CONTRACT AMENDMENT #1 Contract Routing Number: 98 HA3 01055 THIS AMENDMENT, is made this day of , 19 , by and between the State of Colorado for the use and benefit of the Department of Transportation hereinafter referred to as "the State" or "CDOT ", and the TOWN OF AVON, P.O. Box D, Avon, CO 81620, FEIN: 840771088, hereinafter referred to as the Contractor. FACTUAL RECITALS Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment in Fund 400, Org. No. 9911, Approp. Code 010, Prog. 2000, Func. 3020, Obj. 2312, Rept. Categ. 3060, Proj. No. 11837, (Contract Encumbrance Amount: $339,318.73); and Required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and The parties entered into a contract on July 1, 1997 (97 HA3 01039), hereinafter referred to as the "basic contract "; and The basic contract provided funding for construction by the Town of Avon, in a project identified as C R300 -042, of a series of five (5) roundabouts on Avon Road (State Highway 70 H) , as well as the acquisition of all rights of way necessary for the construction and the establishment of proper drainage and utility adjustments for the construction, in Avon, Colorado, hereinafter referred to as the Work; and The basic contract is still in effect and provides for modification by written supplemental contract; and The parties now desire to supplement or amend the basic contract to provide additional funding to reimburse the Town of Avon for extra work undertaken to correct unstable subgrades encountered in the 1 -70 interchange ramps during the roundabout construction in Avon, Colorado; and NOW THEREFORE, it is hereby agreed that 1 N 1. Consideration for this Amendment to the Basic Contract consists of the payments which shall be made pursuant to this Amendment and the promises and agreements herein set forth. 2. It is expressly agreed by the parties that this Amendment is supplemental to the Basic Contract, which is, by this reference, incorporated, and made a part hereof, and all terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Amendment as though they were expressly rewritten, incorporated, and included herein. 3. It is agreed the Basic Contract is and shall be modified, altered, and changed in the following respects only: a. A new factual recital (Whereas paragraph) shall be added following the second (2nd)factual recital paragraph which shall read as follows: "WHEREAS, CDOT's Region 3 has established a region -wide Traffic System Management, Safety (TSM- SAFETY) project, identified as C R300 -042, to provide for improvements at various locations on the State highway system." b. The figure "$250,000.00" that appears once in the sixth (6th)factual recital paragraph, once in the ninth (9th)factual recital paragraph, twice in paragraph C of Section II, once in paragraph D of Section II, once in paragraph A of Section III, and once in paragraph B of Section III shall be deleted and replaced in all appearances with the figure "339,318.73 ". 4. The effective date of this Amendment is , 0 5. Except for the "Special Provisions," in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment or any of its attachments or exhibits, and any of the provisions of the Basic Contract, this Amendment shall in all respects supersede, govern and control. The "Special Provisions" shall always be controlling over other provisions in the contractor amendments. The factual representations in the Special Provisions concerning the absence of bribery or corrupt influences and personal interest of State employees are presently reaffirmed. 6. FINANCIAL OBLIGATIONS OF THE STATE PAYABLE AFTER THE CURRENT FISCAL YEAR ARE CONTINGENT UPON FUNDS FOR THAT PURPOSE BEING APPROPRIATED, BUDGETED, AND OTHERWISE MADE AVAILABLE. 7. THIS AMENDMENT SHALL NOT BE DEEMED VALID UNTIL IT SHALL 4 r HAVE BEEN APPROVED BY THE CONTROLLER OF THE STATE OF COLORADO OR SUCH ASSISTANT AS HE MAY DESIGNATE. 3 IN WITNESS_ WHEREOF, the parties hereto have executed this Amendment on the day first above written. ATTEST: M Chief Clerk TOWN OF AVON, COLORADO By TitlC� FEIN: 8407710 8 STATE OF COLORADO ROY ROMER, GOVERNOR 5 Executive Director, Department of Transportation ATTEST (Seal) By own Clerk APPROVALS ATTORNEY GENERAL STATE CONTROLLER GALE A. NORTON CLIFFORD W. HALL By By BARRY B. RYAN Assistant Attorney General Civil Litigation Section 4 C R300-042 (11837) AVON ROAD (SH 70M ROUNDABOUTS 97 HA3 01039 Avon /Region 3 (TDR) CONTRACT THIS CONTRACT, made this day of 1997, by and between the State of Colorado for the use and benefit of THE COL &ADO DEPARTMENT OF TRANSPORTATION, hereinafter referred to as the State or CDOT, and the TOWN OF AVON, P.O. Box D, Avon, CO 81620, FEIN: 840771088, hereinafter referred to as the Local Agency or the Town, WHEREAS, authority exists in the law and it is the intent of CDOT, subject to the conditions set forth hereinafter in this agreement, to budget, appropriate and otherwise make available a sufficient balance in the 1998 fiscal year for payment of the Local Agency in Fund 400, Org. No. 9911, Approp. Code 010, Prog. 2000, Func. 3020, Obj. 2312, Rept. Categ. 3060, Proj. No. 11837, (Contract Encumbrance Amount. $250,000.00 in FY98 funds, subject to the conditions set forth hereinafter); and WHEREAS, required approval, clearance and coordination has been accomplished from and with appropriate agencies; and WHEREAS, the Town desires to .construct at its own expense a series of five roundabouts on Avon Road (State Highway 70 H), hereinafter referred to as "the work "; and WHEREAS, the Town is willing to acquire at its own expense all rights of way necessary for the work and to take full responsibility for proper drainage and utility adjustments for the work; and WHEREAS, as a condition of the State's approval of its proposal for the work, the Town is also willing, upon completion of the first construction contract, to submit a formal request to the Colorado Transportation Commission to approve the Town's assumption of ownership of and full responsibility for maintenance for Avon Road; and -1- WHEREAS, CDOT is willing to furnish design plan review, to coordinate FHWA review and to provide funding for contract administration (construction engineering) services for the work at a cost not to exceed $250,000.00; and WHEREAS, CDOT funds for the project's contract administration are not available in CDOT's 1997 fiscal year budget; and WHEREAS, the Town is willing to advance the funds for contract administration to accelerate the projects completion; and WHEREAS, CDOT desires to repay the Town such funds, not to exceed $250,000.00, as the Town shall advance to pay for the cost of contract administration and CDOT shall seek authorization of such funding for the project in the 1998 fiscal year; and WHEREAS, the Town recognizes and accepts the fact that future CDOT repayment of funds which the Town advances for the costs of contract administration is contingent upon the availability and budgeting of such funds by the Transportation Commission for repayment and that the State shall have no obligation to repay such funds unless and until the funds are budgeted and made available by the Transportation Commission for that purpose; and WHEREAS, the Town's willingness to provide its share of the costs of the of the work, and to advance funds for contract administration costs is evidenced by an appropriate ordinance or resolution duly passed and adopted by the authorized representatives of the Local Agency, a copy of which is attached hereto and made a part hereof; and WHEREAS, said ordinance or resolution also establishes the authority under which the Local Agency enters into this contract; and WHEREAS, this contract is executed by the State under authority of Sections 24- 43 -1 -106, 43 -1 -110, 43 -1 -201 et seq., 43 -2- 104.5, and 43 -2 -144 C.R.S., as amended; and WHEREAS, the parties hereto now desire to agree upon the division of responsibilities for the work; and WHEREAS, the Local Agency is adequately staffed and suitably equipped to undertake and satisfactorily carry out its responsibilities under this contract. NOW, THEREFORE, it is hereby agreed that: -2- I. PROTECT OR WORK DESCRIPTION "The project" or "the work" under this contract shall consist of the construction by the Town of Avon of a series of five (5) roundabouts on Avon Road (State Highway 70 H), as well as the acquisition of all rights of way necessary for the construction and the establishment of proper drainage and utility adjustments for the construction. The five (5) roundabouts shall be at the intersections of Avon Road with (1) the I -70 westbound ramps, (2) the I -70 eastbound ramps, (3) Beaver Creek Blvd., (4) Benchmark Road and (5) U.S. Highway 6. II. STATE COMMITMENTS A. The State will provide liaison with the Local Agency through the State's Region Transportation Director, CDOT Region 3, 222 South 6th Street, # 317, Grand Junction, Colorado 81501, (970) 248 -7225. Said Director will also be responsible for coordinating the State's activities under this contract. B. CDOT shall provide the Town with a prompt review of the Town's design plans for the roundabouts and shall coordinate the FHWA's review of the plans for the work. C. CDOT, contingent upon Transportation Commission approval, shall furnish 1998 fiscal year funding for repayment of Town costs for contract administration (construction engineering) services for the work at an amount not to exceed $250,000.00. The obligation of MOT to repay the Town for contract administra- tion costs advanced by the Town, up to the amount of $250,000.00, is expressly subject to the availability and budgeting of such funds in the 1998 fiscal year by the Transportation Commission, and the State shall have no obligation to repay the Town unless and until the Transportation Commission authorizes and budgets such funds. D. CDOT shall seek approval of 1998 fiscal year funding from the Transportation Commission for the cost, not to exceed $250,000.00, of the contract administration for the work. -3- E. Upon satisfactory completion of the first roundabout construction contract CDOT shall support a formal request by the Town to the Colorado Transportation Commission for the Town to assume ownership of and maintenance responsibility for Avon Road. III. TOWN COMMITMENTS A. The Town shall provide all funds necessary for the performance of the work, including any funds needed for contract administration that are in excess of CDOT's contribution, which shall not be in excess of $250,000.00. B. The Town shall advance the costs of contract administration for the work up to the amount of $250,000.00, and shall not bill CDOT for repayment of such expenses until after the beginning of the State's 1998 fiscal year, i.e. after July 1, 1997. C. The Town shall acquire all rights of way necessary for the work and shall take full responsibility for ensuring proper site drainage and all utility adjustments needed for the work. D. The Town shall advertize and, subject to CDOT concurrence, shall award the construction contract for the work. E. The Town shall ensure that the construction contract for the work with its contractor(s) incorporates CDOT's Standard Specifications for Road and Bridge Construction as a standard for performance of the work. F. The Town shall submit its design plans for the work to CDOT and the FHWA for approval of compliance with geometric, structural and signing standards. G. The Town shall take full responsibility for maintenance and traffic control on Avon Road during construction of the work. H. Upon completion of the first construction contract (whether the full five roundabouts of a lesser number are constructed), the Town shall submit a formal request to the Colorado Transportation Commission proposing that ownership and full maintenance responsibility for Avon Road be transferred to the Town. so IV. GENERAL PROVISIONS A. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this contract and attachments hereto which may require continued performance or compliance 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. B. 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. C. 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. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subse- quent breach. D. 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 written contract executed and approved pursuant to the State Fiscal Rules. -5- E. This contract may be terminated as follows: (a) 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 such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event that the contract is terminated for cause the Local Agency shall reimburse the State the entire amount paid to the Local Agency for the project in a lump sum payment made within thirty (30) days of the termination. Notwithstanding 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. 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 conve- nience, and the rights and obligations of the parties shall be the same as if the contract had been terminated for convenience, as described herein. (b) Termination for Convenience. The State may terminate this contract at any time the State determines that the purposes of the distribution of funds or performance of State services 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 Due to Loss of Funding. The parties hereto expressly recognize that the Local Agency is to be paid, reimbursed, or otherwise compensated with funds which are available to the State for the purposes W 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. F. 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. G. This contract shall become "effective" only upon the date it is executed by the State Controller, or designee. The term of this contract shall begin on the date first written above and shall continue through the completion and final acceptance of the work by CDOT and the Local Agency. H. The State's Special Provisions are attached hereto are hereby made a part of this contract. For the purposes of the Special Provisions the Local Agency shall be referred to as the contractor. In the event of any conflict between the Special Provisions and the provisions of this contract the Special Provisions shall have priority. I. 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 parties hereto, and nothing contained in this contract shall give or allow any such claim or right of action by any other or third person on such contract. It is the express intention of the parties that any person or entity other than the parties receiving services or benefits under this contract be deemed to be an incidental beneficiary only. J. The Local Agency assures and guarantees that it possesses the legal authority to enter into this contract. The Local Agency warrants 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 WA 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 they have full authorization to execute this contract. IN WITNESS 'WHEREOF, the parties hereto have executed this contract the day and year first above written. ATTEST: STATE OF COLORADO ROY ROMER, GOVERNOR Y q ���C�/(/� _ By Chief Clerk �ecutive hector DEPARTMENT OF TRANSPORTATION (SEAL) TOWN OF AVON, COLORADO By B-- /J Y Title Title c✓ Federal Employer Identification APPROVED: GALE A. NORTON Attorney - GG�neral By j "77 BARRY B. RY Y Assistant Attorney General Civil Litigation Section Number: 840771088 In CLIF ORD W. HALL Stat Controller i By LQ RESOLUTION NO. 97 -27 A RESOLUTION AUTHORIZING A CONTRACT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION RELATING TO THE TOWN'S ROUNDABOUTS PROJECT WHEREAS, the Town Council has heretofore authorized the construction of five roundabouts on Avon Road (State Highway 70 H), hereinafter referred to as "the work "; and WHEREAS, the Colorado Department of Transportation is willing to provide funding for contract administration (construction engineering) services for the work at a cost not to exceed $250,000.00, pursuant to contract; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AS FOLLOWS: 1. A contract with the Colorado Department of Transportation to provide funding for contract administration for the work is hereby authorized pursuant to § 43 -2 -144, C.R.S. and § 29 -1 -203, C.R.S. 2. Funding of the Town's share of costs of the work and for contract administration costs is specifically authorized in connection with thb contract. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Avon on the 8th day of April, 1997. TOWN OF AVON By: Mayor ATT ST: Town Clem