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HomeMy WebLinkAboutbocc.res.072.2006 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, ACCEPTING RESPONSIBILITIES FOR ADMINISTRATION OF THE INTERMOUNTAIN REGIONAL PLANNING COMMISSION. RESOLUTION NO. 01f)- -06 RECITALS 1. General purpose local governments within the Intermountain Transportation Planning Region (ITPR) have agreed that the Pitkin County shall assume responsibilities, in cooperation with the State and in accordance with 930-28-105 and 43-1-1103(1) C.R.S. and 23 USC Section 135. 2. 943-1-1101 C.R.S. identifies Regional Transportation Commissions for TPRs as the proper forum for regional transportation planning. 3. The State desires to delegate its responsibility for assessing and coordinating the transportation needs for any jurisdictions within the Intermountain TPR to Pitkin County and desires to reimburse Pitkin County up to $6760.00 for associated planning costs. 4. Pitkin County desires to accept responsibility for coordinating regional transportation planning for the ITPR while Commissioner Michael C. Ireland maintains the status as IRPC Chairman for the State Transportation Advisory Committee to the Transportation Commission. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado that the Chairman of the Board of County Commissioners of Pitkin County, Colorado is hereby authorized to sign the Contract with the State of Colorado in assigning intermountain regional transportation planning responsibility to Pitkin County. INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON JUNE 14,2006. NOTICE OF PUBLIC HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY ON MARCH 28, 2006. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON JUNE 28, 2006. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON JULY 9, 2006. 2 I O-eo,,~ Q'/~-"~ e Jones County CierI( (Q-?-ff-r::J(; BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: ~drr:wt: ~~ ~u~S6 Michael C. Ireland, Chairman MANAGER APPROVAL: $~ cher Smith, County Manager 3 , '. , 07 - HTD-00009 REGIONAL TRANSPORTATION PLANNING Intermountain Transportation Planning Region TPR CONTRACT THIS CONTRACT, made this ~ay of 2006, by and between the State of Colorado for the use and benefit of the Colorado Depa of Transportation (CDOT), Division of Transportation Development, hereinafter referred to as 'the State", and the Intermountain Regional Planning Commission (RPC), 530 East Main 3'd Floor, Aspen, CO, 81611, created under powers set forth in ~~43-1- 1102(5) and 30-28-105 C.R.S., hereinafter referred to as "the contractor". WHEREAS, authority exists in the law and funds have been budgeted, appropriated, and otherwise made available to FEIN Number 846000794, in COFRS Fund 400, Organization 9991, Appropriation Code 010, Program 5000, Function 1441 Object 5180-1 (P), Reporting Category 0510, Project 15726, Phase 2, TOTAL ENCUMBRANCE IS $6,760.00 EXACTLY; The Catalog Federal Domestic Assistance number (CFDA) that relates to this contract in relation to audits is 20.515; and, WHEREAS, required approval, clearance, and coordination has been accomplished from and with appropriate agencies; and, WHEREAS, general purpose local governments within the Transportation Planning Region (TPR) as defined in the intergovernmental agreement of the contractor, have agreed that the Contractor shall assume responsibilities, in cooperation with the State and in accordance with ~~30-28-105 and 43-1-1103(1) C.R.S. and 23 V.S.C. Section 135; and, WHEREAS, pursuant to ~43-1-1103 (5) C.R.S., state legislation requires the CDOT to integrate and consolidate regional transportation plans into a comprehensive state transportation plan; and, WHEREAS, ~43-1-1101 C.R.S. identifies RPCs for the TPRs as the proper forum for regional transportation planning; and, WHEREAS, pursuant to ~43-1-1103(3)(a) C.R.S., the RPCs, in cooperation with the State and other governmental agencies, are responsible for carrying out continuing, cooperative, and comprehensive transportation planning for the TPRs; and, WHEREAS, pursuant to ~~43-I-lI02(7) and 43-1-1103(5) C.R.S., the State has developed Rules at 2 CCR 604-2 ("the Rules") which identifY the TPRs and set forth the process through which RPCs for the TPRs can develop, amend, and update regional transportation plans for integration by the CDOT into a comprehensive state transportation plan; and, WHEREAS, the Regional Transportation Plan will be updated pursuant to Section VII of the Rules; and WHEREAS, the Regional Transportation Plan may be amended pursuant to Section VII of the Rules during intervening years so as to reflect changing conditio!>>; and maintain consistency with the long range state transportation plan and the State Transportation Improvement Program (STIP): and, WHEREAS, the State receives on an annual basis federal State Planning and Research funds (SPR ~ funds) for purposes including statewide planning, the planning offuture highway programs and local public c. D. ... 07-HTD-00009 transportation systems, and plans for the implementation of such programs: and, WHEREAS, the State desires to delegate its responsibility for assessing the transportation needs for any jurisdictions within the Intermountain TPR not participating on the Intermountain RPC; and, WHEREAS, the Intermountain RPC desires to conduct regional transportation planning for any jurisdiction within the Intermountain TPR not participating on the Intermountain RPC; and, WHEREAS, the Contractor desires to receive SPR funds apportioned to the State by the Federal Government in accordance with 23 V.S.C. Sections 104 and 307(C) to be administered by the State and to be spent by the Contractor on activities associated with the statewide transportation planning process carried out in accordance with 23 V.S.c. Section 135 and ~43-l-lI03 C.R.S.; and, WHEREAS, the funding has been approved and budgeted for use by the Contractor in the Fiscal Year 2007 SPR PR02-003 and the Federal Fiscal Year_2007 SPR PR 02-003 Work Program; and, WHEREAS, the Contractor desires to be responsible for the expenditure of the SPR funds for carrying out activities associated with the statewide transportation planning process, for the period beginning with the executed date of the contract through June 30, 2007 (the Program Period); and, WHEREAS, the Contractor desires to perform the work described in the Rural Planning Work Program (Exhibit A) and has agreed to monitor the progress and costs of the work in order to stop performance prior to incurring costs in excess of $6,760.00; and is the only entity empowered with this responsibility; and, WHEREAS, this contract is entered into pursuant to the authority of ~~43-l-106, 43-1-224, 30-28-105, 29-1-203, and 24-103-205 C.R.S.; NOW, THEREFORE, the parties hereto mutually agree to carry out the necessary continuing, cooperative, and comprehensive transportation planning within the Intermountain TPR as more specifically described herein. The parties agree: I. SCOPE OF WORK A. The intergovernmental agreement creating the Contractor under C.R.S. 30-28-105, the Statewide Transportation Planning Process and Transportation Planning Regions rules (2 CCR 604-2, "the Rules"), and the Code of Federal Regulations (CFR 23, Part 172 and CFR 49, Part 18) regarding administration of negotiated contracts are made a part of this contract by reference. Also, the State Special Provisions and Exhibit A (the Rural Planning Work Program) are attached hereto and incorporated herein as terms and conditions of this contract by this reference: In the event of a conflict between CFR 23, Part 172 and/or CFR 49, Part 18 and the provisions of this contract proper of the attachments hereto; CFR 23, Part 172 and CFR 49, Part 18 shall control to the extent of such conflict. However, the provisions of23 V.S.C. Section 135 take precedence over any conflicting tenns of this contract. The provisions of this paragraph do not constitute a waiver oflegal and administrative appeals available to the Contractor or the State. The contractor shall cooperatively undertake the activities related to the statewide transportation planning process, set forth in Sections IV, V, VI, VII and VIII of the Rules and perform the tasks identified in Exhibit A for the expenditure of SPR funds during the Program Period. The contractor shall provide the mechanism for funding the tasks during the Program Period for the SPR }-\ 2 B. I. . 07-HTD-00009 funds to be expended to implement the planning process in the TPR. E. The contractor shall assure that SPR funds spent during the Program Period for those tasks identified in Exhibit A are spent in accordance with all applicable State and Federal requirements and with the terms of this contract. F. The contractor shall assure that the management of the Rural Planning Work Program will be accomplished. G. The Contractor shall provide the products and services identified in Exhibit A to the State by the specified date(s). H. The Contractor shall take all reasonable steps to obtain the necessary staff or consultant services required to carry out all tasks described and identified in Exhibit A and Section 1. The selection for consultant services shall be in compliance with all federal procurement requirements. In addition, any Request for Proposal (RFP) used by the Contractor to secure consultant services must be reviewed and approved by the State prior to release. The Contractor shall obtain written authorization from the State before executing any contract for consultant services which utilizes SPR funds. 1. Within 30 days after the end of the Program Period, the Contractor will provide to the State a final accomplishment report of the Rural Planning Work Program tasks performed under this contract. It shall include, but not be limited to: (I) final accomplishments by task; (2) status of uncompleted products; and, (3) actual expenditures for the Program Period. The State Contract Administrator has the right to disa\1ow any costs incurred by the Contractor which are not consistent with or in compliance with the authorized tasks of Exhibit A. I. The progress and cost data associated with tasks described in Exhibit A and Section I shall be monitored by the State at least quarterly. The State reserves the right to a mid year review meeting and will provide at least one week's notice of the date and time of any meeting. II. COMPENSATION (Oblieation. BiIline) A. The contractor shall bill the State for the a\1owable cost of those tasks eligible for SPR funds identified in Exhibit A. Billings sha\1 be rendered by 1he contractor to the State on a regular basis, provided that such basis shall be at least quarterly. All billings shall include an expenditure history for period being billed, which sha\1 include break out of unit costs, travel expenditures, professional services paid, salary and related expenditures, and any other direct costs related to Rural Transportation Planning using the reimbursement fonn provided. The State shall promptly pay the Contractor's bills for expenditures incurred in performance of tasks described in Section I, and subject to conditions specified in Section II, Paragraphs Band C. The State's obligation under this contract shall not exceed the maximum amount of $6,760.00 unless a supplemental agreement is executed to increase such amount prior to additional costs being incurred. The contractor shall be solely responsible for all expenses incurred before the execution of this contract. In addition, the contractor shall be solely responsible for all costs incurred which are either not allowable or which exceed the total estimated costs without a prior executed supplemental agreement. Allowable costs shall be limited to those necessary to carry out the tasks described in Exhibit A, Section !, and as provided in applicable Federal Regulations as determined by the State. These include direct costs such as the costs of computer services, salaries, technical supplies, and reproduction; public participation-related costs including mailing costs, and public opinion surveys; State Transportation Advisory Committee Member travel costs-meals, lodging and mileage are allowable and will be reimbursed using current CONUS rate (Exhibit B) for per diem rate and/or State/Federal IRS rate for mi leage reimbursement; and consultant contracts. Federal Funding. This contract is subject to and contingent upon the continuing availability of Federal funds for the purposes hereof. The parties hereto expressly recognize that the contractor is to be paid, J) B. c. D. '1 , , 07 - HTD-00009 reimbursed, or otherwise compensated with funds provided to the State by the Federal Government for the purpose of contracting for the services provided for herein, and therefore, the contractor expressly understands and agrees that all its rights, demands and claims to compensation arising under this contract are contingent upon receipt of such funds by the State. In the event that such funds or any part thereof are not received by the State, the State may immediately terminate this contract without liability, including liability for termination costs. III. GENERAL PROVISIONS A. For the purpose of this Contract, Mr. Robert Vinton is hereby designated representative of the State and Brian Pettet is hereby designated representative of the contractor. Either party may from time to time designate in writing new or substitute representatives or new addresses where notices shall be sent. All notices required to be given by the parties hereunder shall be given by certified or registered mail to the individuals at the addresses set forth below: B. c. D. (2) To CDOT: To The Contractor: Robert Vinton DTDITransportation Planning Branch Colorado Department of Transportation 4201 E. Arkansas Avenue, EP-B606 Denver, CO 80222 Brian Pettet Pitkin County 76 Service Center Road Aspen, CO 81611 The partie, interest in, and service employ an) The Contra agreement' .. actions to 1: liabilities rE subcontract lot acquire an performance 1at they will not CrJdvodrA- l~ C[()1~ rgovernmental lppropriate aims and )nsultants, (I) Dat, ler materials prod :':ontractor, exce nd market com] Jducts or servl ~ __~_~~~"'..... ~v LU"-' uu.t.LI.;\lVlUt; lransportation Planning Process. Notwithstanding the foregoing, the State and FHW A shall, without costs to them, have the royalty-free, non-exclusive and irrevocable right to reproduce, publish, or otherwise use and to authorize others to use, all such materials for State and U.S. Government purposes. In addition, the State and U.S. Government shall have the right to use, duplicate, or disclose technical data and computer software produced under this contract in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so. However, should the Contractor choose to market computer files and/or software produced under this project, the State agrees to refer inquiries concerning such materials to the Contractor. I ~ All information, data, reports, records, and maps which are developed by the Contractor for V 4 , 07-HTD-00009 carrying out the Rural Planning Work Program within the Intermountain TPR, shall be made available in sufficient copies (not to exceed fifteen) to the State and FHW A, and directed by the State. (3) All reports pertaining to the performance of this contract shall be reviewed and approved pursuant to the procedures established under the Rules, but no report will be published without the prior approval of FHW A. Any published material shall acknowledge the participation of the State and the FHW A in recognition of the cooperative nature of the Statewide Transportation Planning Process. (4) The Contractor and any consultants shall maintain all books, records, and other documentation pertaining to authorized Rural Planning Work Program tasks and to completely substantiate all costs incurred during the Program Period for a period of three years from the date of termination of this contract. These records shall be made available for inspection and audit to the State, FHW A, or the Comptroller General of the Vnited States, and copies thereof shall be furnished, if requested. The Contractor shall include this record keeping/audit requirement in any contract with any consultant employed to perform Rural Planning Work Program tasks by expressly requiring the Consultant to comply with this requirement. (5) The State and FHW A are specifically authorized to review and inspect at all reasonable times all such records, and all technical and financial aspects of the tasks described in Exhibit A. FHW A will arrange such reviews and inspections through the State. E. The State has the right to withdraw from this contract by giving written notice to the other party at least 60 days in advance of such withdrawal, whereupon the contract shall terminate at the expiration of the period of notice. F. Officers, members, or employees of the parties and members of the governing body of the localities in which the planning program is situated or being carried out, who exercise any function or responsibility in the review or approval of the undertaking or carrying out of this contract, shall not: (1) participate in any decision related to this contract which affects their personal interest or the interest of any corporation, partnership, or association in which they are directly or indirectly interested; or, (2) have any interest, directly or indirectly, in this contract or the proceeds thereof. G. The term of this contract shall begin on the executed date and extend through June 30, 2007. (1) Contract Options A. 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 60 days before the option begins in a form substantially equivalent to Exhibit B. Delivery/performance of the goods/service shall continue at the same rate and under the same terms as established in the contract. B. The state may unilaterally increase/decrease the maximum amount payable under this contract based upon the unit prices established in the contract and the schec1ule 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 C, 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 C. Bilateral changes within the general scope of the contract, as defmed in Paragraph I above, may be executed using the option letter process described in this paragraph and a form r1 substantially equivalent to the sample change order letter attached as Exhibit D for any of the 'I ~." .~,...'_', _ .< ._.....,.~...~_"'", ._. ~~u_..._ '. \ 07 - HTD-00009 following reasons. (1) Where the agreed changes to the specifications result in an adjustment to the 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 option letter shall contain a mutual release of claims for adjustment of price, schedule, 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 stashed in the contract or Attachment. (4) Where the changes to the contract are prices based on established catalog generally extended the public. D. 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. H. 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 waiver of any other term. I. This Contract is intended as the complete integration of all understanding between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in 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. 1. 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. K. Neither party may assign its rights or duties under this Contract without the prior written consent of the other party. L. The Contractor represents and warrants that it has taken all actions that are necessary or required by internal procedures and bylaws, and applicable law, to properly authorize the undersigned signatory for the Contractor to lawfully execute this Contract on behalf of the Contractor and to bind the Contractor to its terms. IV INDEPENDENT CONTRACTOR RELATIONSHIP 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 he contractor shall be or shall be deemed to be an agent or employee ofthe state. Contractor shall pay when due all required employment taxes and income tax and local head tax on any moneys paid pursuant to this contract. Contractor acknowledges that the contractor and its employees are not entitled to unemployment insurance benefits unless the contractor or a third party provides such coverage and that the 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 '~:;f,ressly set forth herein. Contractor shall provide and keep in force worker's compensation (and show proof of such insurance) and unemployment compensation insurance in the amounts required by law, and shall be solely responsible for the acts of the contractor, its employees and agents. 1; 6 , 07 - HTD-00009 V Ethics A. Code of Ethics. The Recipient agrees to maintain a written code or standards of conduct that shall govern the actions of its officers, employees, board members, or agents engaged in the award or administration ofthird party contracts or subagreements financed with Federal assistance. The Recipient agrees that its code or standards of conduct shall specifY that its officers, employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential third party contractor at any tier or subrecipient at any tier or ~gent thereof. Such a conflict would arise when an employee, officer, board member, or agent, including any member of his or her immediate family, partner, or organization that employs, or intends to employ, any of the parties listed herein has a financial interest in the firm selected for award. The Recipient may set de minimis rules where the [mancial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Recipient agrees that its code or standards shall also prohibit the its officers, employees, board members, or agents from using their respective positions in a manner that presents a real or apparent personal or organizational conflict of interest or personal gain. As permitted by State or local law or regulations, the Recipient agrees that its code or standards of conduct shall include penalties, sanctions, or other disciplinary actions for violations by its officers, employees, board members, or their agents, or its third party contractors or subrecipients or their agents. (I) Personal Conflicts of Interest. The Recipient agrees that its code or standards of conduct shall prohibit the Recipient's employees, officers, board members, or agents from participating in the selection, award, or administration of any third party contract or subagreement supported by Federal assistance if a real or apparent conflict of interest would be involved. Such a conflict would arise when an employee, officer, board member, or agent, including any member of his or her immediate family, partner, or organization that employs, or intends to employ, any of the parties listed herein has a financial interest in the firm selected for award. (2) Organizational Conflicts ofInterest. The Recipient agrees that its code or standards of conduct shall include procedures for identifYing and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract or subagreement may, without some restrictions on future activities, result in an unfair competitive advantage to the third party contractor or subrecipient or impair its objectivity in performing the contract work. B. Debarment and Suspension. The Recipient agrees to comply, and assures the compliance of each third party contractor and subrecipient at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.c. ~ 6101 note, and V.S. DOT regulations, "Governmentwide Debarment and Suspension (Nonprocurement)," 49 C.F.R. Part 29. The Recipient agrees to, and assures that its third party contractors and subrecipients will, review the Excluded Parties Listing System at http://epls.amet.gov/ before entering into any contracts. C. Bonus or Commission. The Recipient affilIDs that it has not paid, and agrees not to pay, any bonus or commission to obtain approval of its Federal assistance application for the Project. D. Lobbving Restrictions. The Recipient agrees that: (I) It will comply, and will assure the compliance of each third party contractor at any tier and q 7 . 07 - HTD-00009 each subrecipient at any tier, with V.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 V.S.C. ~ 1352, and (2) To the extent applicable, it will comply with Federal laws and regulations prohibiting the use of Federal assistance for activities designed to influence Congress or a State legislature with respect to legislation or appropriations, except through proper, official channels. E. Emplovee Political Activity. To the extent applicable, the Recipient agrees to comply with the provisions of the Hatch Act, 5 V.S.c. ~~ 1501 through 1508, and 7324 through 7326, and U.S. Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. Part 151. The Hatch Act limits the political activities of State and local agencies and their officers and employees, whose principal employment activities are financed in whole or part with Federal funds including a Federal grant, cooperative agreement, or loan. Nevertheless, in accordance with 49 V.S.C. ~ 5307(k)(2)(B) and 23 U.S.c. ~ 142(g), the Hatch Act does not apply to a nonsupervisory employee of a public transportation system (or of any other agency or entity performing related functions) receiving assistance to whom the Hatch Act would not otherwise apply. F. False or Fraudulent Statements or Claims. The Recipient acknowledges and agrees that: (I) Civil Fraud. The Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.c. ~~ 3801 et seq., and V.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its activities in connection with the Project. By executing the Contract for the Project, the Recipient certifies or affIrms the truthfulness and accuracy of each statement it has made, it makes, or it may make in connection with the Project. In addition to other penalties that may apply, the Recipient also understands that if it makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government concerning the Project, the Federal Government reserves the right to impose on the Recipient the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, to the extent the Federal Government deems appropriate. (2) Criminal Fraud. If the Recipient makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government or includes a false, fictitious, or fraudulent statement or representation in any agreement with the Federal Government in connection with a Project authorized under 49 V.S.c. chapter 53 or any other Federal law, the Federal Government reserves the right to impose on the Recipient the penalties of 49 V.S.c. ~ 5323(1), 18 V.S.C. ~ 1001 or other applicable Federal law to the extent the Federal Government deems appropriate. VI GRANT ASSURANCES A. Since this grant contract involves the expenditure of federal funds, the grantee/local agency/contractor shall at all times during the execution of this contract strictly adhere to and comply with aU applicable federal laws and regulations, as they currently exist and may hereafter be amended, which are incorporated herein by this reference as terms and conditions of this contract. The grantee/local agency/contractor shall also require compliance with these statutes and regulations in sub grant agreements entered into under this contract. Federal laws and regulations that may be applicable include: The Vniform Administrative Requirements for Grants and Cooperative Agreements to State and Local B. 8 ID . 07-HTD-00009 Governments" (Common Rule), at 49 Code of Federal Regulations, Part 18, or the "Vniform Administrative Requirements for Grants and Agreements with Non-Profit Organizations", at 49 Code of Federal Regulations, Part 19, as applicable. The requirements of 49 CFR Part 18, or Part 19, include, without limitation: (1) the Contractor shaH foHow applicable procurement procedures, as required by section 18.36(d) or 19.36(d); (2) the Contractor shaH request and obtain prior CDOT approval of changes to any subcontracts in the manner, and to the extent required by, applicable provisions of section 18.30 or section 19.30; (3) the Contractor shall comply with section 18.37 or section 19.37 concerning any subgrants; (4) to expedite any CDOT approval, the Contractor's attorney, or other authorized representative, shall also submit a letter to CDOT certifYing Contractor compliance with section 18.30 or section 19.30 change order procedures, and with 18.36( d) or section 19J6( d) procurement procedures, and with section 18.37 or section 19.37 subgrant procedures, as applicable; (5) the Contractor shaH incorporate the specific contract provisions described in section l8.36(i) or section 19.36(i) (which are also deemed incorporated herein) into any subcontract(s) for such services as terms and conditions of those subcontracts. C. Title 23, Vnited States Code, Part 172, and Title 23, Code of Federal Regulations, Part 172, if the contract work includes professional engineering or architectural services. D. Title 23, Vnited States Code, Part 112, and Title 23, Code of Federal Regulations, Parts 633 and 635, if the contract work includes construction services. E. Provided, however, that to the extent that other applicable federal requirements (including the provisions of Title 23) are more specific than provisions of Title 49, Part 18 or 19, those requirements shaH supersede such Part 18 or 19 provisions. I I 9 .. _ _,.,.~._.__-",,--w~_.,_ '0 ".<,......,--....-....... >, 07-HTD-00009 SPECIAL PROVISIONS (For Use Onlv with Inter-Governmental Contracts) 1. CONTROLLER'S APPROVAL. CRS 24-30-202 (1) This contract shall not be deemed valid until it has been approved by the Ccmtccller (If the Stale 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 appcopriated, budgeted, and otherwise macle available. 3. INDEMNIFICATION. To the extent authori:;:ed by law, the contractor shall indemnify, save, !Ind hold harmless the Slate against any and all claims, damages, liability and court awards including costs, expenses, and M\ornC)' fees incurred as a result of any lIet or omission by the Contractor, or its employees, agents, subcontractors, or assigrlees pursuanttothetcrmsofthiscontracL No term or condition oflhis contract shall be construed or interpreted as a waiver, express or implied, ohny of the immunities, rights, benefits, protection, or other provisions for the parties, ofthe Colorado Govermnental Immunity Act, CRS 24-IO-JQI et seq. crlhe Federal Tort Claims Act, 28 U,S.c. 2671 et seq. as applicable, as now o{ nereafter 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 TAXON ANY MONtES PAID BY THE STATE PURSUANT TOTHIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT TIffi CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE 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 EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE WORKERS' COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE 5T ATE) AND UNEMPLOYMENT COMPENSA TlON INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR, ITS EMPLOYEES AND AGENTS, 5. NON-DISCRIMINATION. The contractor agrees to comply with the letter and the spirit of all applicable slate and federal laws n:specting discrimination and unfair employment practices. 6. CHOICE OF LAW The laws of the Stale of Colorado and rules and regulations issued pursuantlhereto shall be applied in the interpretation, execution, and enforcement of this conlrocl. Any provision of this contract, whether or not incorporated herein by reference, which provides for arbitration by any cxtell-judicial body or person or which is otherwise in conJ1iet with said laws, rules, and reguiatKms shall be eomidered null and void. Nothing contained in any provision incorporated herein by reference which purports 10 negate this or any other special provision in whole or in part shall be valid or enforceable or availllble in any action at law whether by way of complaint, defense, or othcrwise. Any provision rendered null and void by the operation of this provision will not invalidate the n:maiooer I}{ this contract to the extent that the contract is capable of execution. At a]] times during the perfonnance of this contract, the Contractor shall strictly achere \oa\\ applicable federal and slate 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 funcls payable under this Contract shall be used for the acquisition, operation, or maintenance of computer software in violation of United Stales copyright laws or applicable licensing restrictions. The Contractor hereby certifies that, for the term of this Contract and any extensions, the Contl1lctor has in place appropriate systems and controls to prevent such impropet" use of public funds. lfthe State determines that the Contractor is in violation of this paragll'lph, the Slate may exercise any remedy available at lawor equity or under this Contract, including, without limitation, immediate tennin~tion of the Contract and any remedy consistent 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 knowlerlge-, no employee ofthe Slate of Colorado h3S any personal or benefJclal interest whatsoever in the service (lr property dcscribedhercin. /!y ]() 07 - HTD-00009 SPECIAL PROVISIONS THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL OWENS GOVERNOR rfJ rd cgL/ btJto ? C; L( ~;'~~~lf,'b6 Signature f Authorized Officer /Ill. (c.l( 1,( 6/ AND Print Name & Title of Authorized Officer LEGAL REVIEW: Jobn W. Sutbers, Attorney General BY~o:d~_ C U /~d-/ CORPORATIoNs: (A corporate attes~ion is quired.) \ Attest (Seal) By 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. ST ATE CONTROLLER: Leslie M. Shen. relt Date Effective Date: January 1, 2005 /3 II e'__ .,_...~ ,,_-'",.,.... ~"""~_......,.,........~.~.'~ , 07-HTD-00009 DRAFT EXHIBIT A RVRAL PLANNING WORK PROGRAM The purpose of this exhibit is to describe the work program for the continuation of the regional and statewide transportation planning process within the Transportation Planning Regions. The purpose of the worl<.is to implement the provisions of Section 43-1-1101 et.seq. C.R.S. and Rules and Regulations for the Statewide Transportation Planning Process and the Transportation Planning Regions, 2 CCR 604 -2 (The Rules) TASK I-PARTICIPATION IN THE STATEWIDE TRANSPORTATION ADVISORY COMMITTEE (STAC) The TPR shall have a designated representative to attend regularly scheduled meetings and carry out the other duties of the STAC pursuant to Section 43-1-1104 eR.S., as amended, and to Section V. of the Rules. The TPR shall also designate a ST AC alternate to attend regularly scheduled meetings and carry out the other duties if the designated representative is unable or unavailable. Participation in the ST AC includes but is not limited to: 1. Be the communication limson between the Department, the STAC and the members of the TPR and constituents. 2. Provide advice to the Department on the needs of the transportation system. 3. Review and comment on updates and amendments to the Regional and Statewide Transportation Plans 4. Provide assistance in resolving transportation related conflicts which arise between TPR's, or between the Department and a TPR 5. Make recommendations to the Department concerning the integration and consolidation of Regional Transportation Plans (RTP) into the State Transportation Plan. 6. Fumish regional perspectives on transportation problems requiring statewide solutions. 7. Provide advice and comment on TPR boundaries. TASK2 - PROVIDE OPPORTUNITIES FOR PUBLIC PARTICIPATION The TPR shall work in cooperation with the Department in carrying out the requirements for public participation as described in The Rules and Title 23 CFR Part 450 of the federal regulations. Public participation shall include but not be limited to: 1. Provide a proactive process that allows the public the opportunity to participate in the transportation planning process. The process shall provide a mechanism for public perspective, ideas and needs to be itlcorporated into the planning process, developing the public's understanding of the problems and opportunities facing the transportation system. 2. The TPR shall conduct meetings, transportation forums. open houses or other means of public meetings for the purpose of providing infonnation about transp0l1ation issues, receiving comments, consideration and response to public input and building consensus on transportation priorities. The TPR shall record the proceedings of meetings. forums and other public meetings conceming transportation in their TPR and make those notes available to the TPR constituency, especially interested parties unable to attend the III meetings. I '\ 12 , 07-HTD-00009 3. Provide mailings, either electronic or regular, containing information about transportation issues. The TPR shall maintain a mailing list of all known parties interested in transportation planning in the TPR including but not limited to: elected officials, municipal and county planning staffs; affected public agencies; local state and federal agencies eligible for federal and state transportation fi.mds; local representatives of public transportation agency employees and users, freight shippers and providers of freight transportation services; private transportation providers, representatives of alternative transportation mode users; such as pedestrian walkways and bicycle transportation facilities, representatives of the disabled, private industry, environmental and other interested groups; Indian tribal governments and the VS Secretary of the Interior when tribal lands are involved; representatives of persons or groups that may be underserved by existing transportation systems such as minority, low-income and disabled populations and members of the general public. 4. Vtilize available media opportunities to provide timely notice of planning related activities, including but not limited to electronic mail, newspapers and other means TASK 3 - THE 2035 REGIONAL TRANSPORTATION PLAN VPDATE The current 2030 regional transportation plans shall be updated to a 2035 plan by the Fall of2007. The TPR shall work in conjunction with the Department and its consultant to update the plans. The Department has developed a Regional Transportation Guidebook to assist the TPR in the development of the plans. The TPR shall follow the Guidebook in the development of the plan. TASK 4 - THE 2035 STATEWIDE PLAN UPDATE In conjunction with the update of the Regional Transportation Plans, the 2030 Statewide Plan will be updated also. The TPR will provide input and advice on the development of the Statewide Plan. Duties include but not limited to 1. Provide input on the integration and consolidation of regional plans with the Statewide Transportation Plan. 2. Review and provide comment, through the ST AC representative, on elements of the Statewide Transportation Plan, drafts of the Statewide Transportation Plan, and the fmal Statewide Transportation Plan pursuant to Section 43-1-1103 (3) (a) C.R.S. TASK 5 - AMEND THE STATEWIDE TRANSPORTATION IMPROVEMENT PROGRAM (STIP) Whenever a policy amendment is proposed for the STIP, the TPR shall review and comment on the proposed amendment. The process is as follows: 1. The CDOT region will notifY the TPR of the proposed amendment. 2. The Division ofTransportation Development (DTD) will post notice of the proposed STIP amendment on the CDOT website for a 30 day review and comment period. DTD will also email the STIP amendment notice to a master mailing list. 3. The TPR shall provide DTD with a current emaillist of all its members and interested parties. C:. If the TPR has a meeting scheduled within the 30 day review and comment period, it will add a discussion of the amendment at the meeting to provide for public input. 5. If the TPR does not have a meeting scheduled, the RPC shall needs to determine if the policy amendment is of such significance as to establish a meeting within the 30 day review and comment period. f 6. The TPR may elect to not hold a meeting if the RPC determines that public participation is not /7 -,..."-."'~-~,,."""'" ~ 07 - HTD-00009 necessary for the proposed amendment. 7. The TPR should post the notice of proposed STIP amendment, if it has an office and a public place for posting such notices. 8. The TPR may provide comments on the proposed amendment within the 30 day review period. TASK 6 - REGIONAL TRANSPORTATION PLAN AMENDMENTS Circumstances altering the transportation systems planning factors upon which the R TP is based may change the TPRs project priority recommendations to the Department and require amending the RTP. The TPR shall amend the RTP as necessary to make additions or deletions on review and analysis of the RTP to insure successful implementation throughout the Statewide Transportation Plan pursuant to Section VIII of the Rules for the Statewide Planning Process (2 CCR 604-2). 1& " . 07 - HTD-00009 Exhibit: 1.! 2006 Continental US (CONUS) Per Diem Rates Maximum Allowable Meal Per Diem Rates For CONUS Travel These meal rates should be used when calculating the amount of potential reimbursement available for part day while traveling. The daily total is the maximum per diem available for full day while traveling without regard to meal allocations. Authorized Per Meal Reimbursement Rates Within CONUS Per Diem Rate Base -----~---- High Cost -------- ----------- Breakfast $8.00 $ 9.00 $10.00 $11.00 $12.00 $13.00 Lunch $12.00 $13.00 $14.00 $16.00 $17.00 $19.00 Dinner $19.00 $22.00 $25.00 $27.00 $30.00 $32.00 Daily Total $39.00 $44.00 $49.00 $54.00 $59.00 $64.00 Effecti ve July I, 2006 M&! Rate ~ Meals including Tax and Tips State City County Seasonal Date. M&I Rate CO Aspen Pitkin October I November 30 $64 CO Aspen Pitkin December 1 March 31 $64 CO Aspen Pitkin Apri11 August 31 $64 CO Aspen Pitkin September 1 September 30 $64 CO BoulderlBroomfield Boulder and Broomfield $54 CO Colorado Springs EI Paso October I November 19 $44 CO Colorado Springs EI Paso November 20 September 30 $44 CO Cortez Montezuma $39 CO Crested Butte/Gunnison Gunnison October I November 30 $49 CO Crested Butte/Gunnison Gunnison December I April 30 $49 CO Crested Butte/Gunnison Gunnison May I September 30 $49 CO Denver! Aurora Denver, Adams, Arapahoe, Jefferson and Douglas Counties $49 CO Durango La Plata October I April 30 $49 CO Durango La Plata May I September 30 $49 CO Fort CollinslLoveland Larimer $44 CO Glenwood Springs Garfield October 1 May 3 ] $49 CO Glenwood Springs Garfield June I August 31 $49 CO Glenwood Springs Garfield September I September 30 $49 CO Grand Junction Mesa $44 CO Montrose Montrose October I May 3 1 $39 CO Montrose Montrose June I August 31 $39 CO Montrose Montrose September I September 30 $39 CO SilverthomelBreckenridge Summit October I November 19 $54 CO SilverthomelBreckenridge Summit November 20 November 30 $54 CO SilverthomelBreckenridge Summit December I March 31 $54 CO SilverthomelBreckenridge Summit April I September 30 $54 CO Steamboat Springs Routt October I November 30 $54 CO Steamboat Springs Routt December I March 31 $54 CO Steamboat Springs Routt April I September 30 $54 CO Telluride San Miguel October 1 December 3 1 $59 CO Telluride San Miguel January [ April 30 $59 CO Telluride San Miguel May I September 30 $59 CO Vail Eagle October [ November 30 $64 CO Vail Eagle December I March 31 $64 (1 CO Vail Eagle April I September 30 $64 15 :., 07 - HTD-00009 SAMPLE OPTION LETTER Exhibit C Date: State Fiscal Year: Option Letter No. SUBJECT: (Please indicate purpose by choosing one of the following) 1 - Option to renew only (for an additional term) 2 - Change in the amount of goods within current term 3 - Change in amount of goods in conjunction with renewal for additional term 4 - Level of service change within current term 5- Level of service change in conjunction with renewal for additional term In accordance with Paragraph(s) of contract routing number (m (Aoencv) (Routino iD.r between the State of Colorado, Department of/or Higher Ed Institution (aoencv name!- (division name!- and (contractor's name) the state hereby exercises the option for an additional term of (include oerformance oeriad here) at a cost/price specified in Paragraph/Section/Provision _, AND/OR an increase/decrease in the amount of goods/services at the same raters) as specified in Pa rag ra ph/Sched ule/Exh i bit The amount of the current Fiscal Year contract value is increased/decreased by ($ amount of chanae) to a new contract value of ($ ) to satisfy services/goods ordered under the contract for the current fiscal year (indicate Fiscal Year). The first sentence in Paragraph/Section/Provision is hereby modified accordingly. The total contract value to include all previous amendments, option letters, etc. is ($ ). APPROVALS: State of Colorado: Bill Owens, Governor Date: By: 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 aU state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractar 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: Effective: July 1, 2004 (~ 16 07-HTD-00009 SAMPLE BILA TERAL CHANGE ORDER LETTER Exhibit D Date: State Fiscal Year: Bilateral Change Order Letter No. In accordance with Paragraph of contract routing number (ill (Aoencv) (Routino #) between the State of Colorado Department of or Higher Ed Institution (aoencv name) (division) and (contractor's name) covering the period of (inciude oerformance oeriod here)) the undersigned agree that the supplies/services affected by this change letter are modified as follows: Choice #1: Services/Supplies Exhibit/Attachment , Schedule of Equipment for Maintenance or Schedule of Delivery, is amended by (addino/deletino) or (increasino/decreasina) the level of services. The term of this contract is hereby modified by (increasino/decreasino) the ending term date as appropriate to the change made above. Choice #2: Price/Cost The maximum amount payable by the State for (service/commoditv) in Paragraph/Schedule/Exhibit/Attachment/Provision/Section is (increased/decreased) by ($ amount of chanae) to a new total of ($_) based on the unit pricing schedule in Exhibit/Attachment The first sentence in Paragraph_ is hereby modified accordingly. The total contract value to include all previous amendments, change orders, etc. is ($_). Choice #3: No Cost Change 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. [Include this sentence]: The effective date of this change order is upon approval of the State Controller or (date), 20 _ whichever is later. Please sign, date, and return all copies of this letter on or before 20_. Contractor Name: APPROVALS: State of Colorado: Bill Owens, Governor By: Name: Title: For the Executive Director Colorado Department of Transportation 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. Ifperformance 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 Effective: August 1, 2005 ;1 17 ~',,"~-" ~ 07-HTD-00009 AGREEMENT OF ASSIGNMENT The Intermountain Regional Planning Commission (RPC): the assignor herein, is a regional planning commission formed under 30-28-105 C.R.S., as the transportation planning organization for the Intermountain Transportation Planning Region (TPR) comprised of the area within Eagle, Garfield, Lake, Pitkin, and Summit Counties. Pitkin County, the assignee herein, is an Incorporated County which is a member of the RPc. The Intermountain RPC has agreed to be responsible for regional transportation planning activities within the Intermountain TPR, including the development of a long-range regional transportation plan, and the Colorado Department of Transportation (CDOT) has agreed to provide federal transportation planning funds to the Intermountain RPC to carry out this responsibility. Due to the facts that Pitkin County has the capability for administrative and accounting services and has a federal tax identification number which is a state accounting prerequisite for reimbursement of funds, and that the Intermountain RPC does not, the Intermountain RPC hereby assigns, orders and transfers to Pitkin County the right to receive the federal transportation planning funds directly from CDOT. The Intermountain RPC retains all other duties and responsibilities for regional transportation planning activities in the Intermountain TPR as defmed in the Regional Transportation Planning Contract between the Intermountain RPC and CDOT. This agreement is effective on the date indicated below and remains in effect until one of both parties requests a termination of the agreement in writing to the other party. Assignor warrants: (a) This agreement is permitted under the terms of the Transportation Planning Contract between the Intermountain RPC and CDOT, contingent upon written concurrence ofCDOT. (b) There are no claims or demands concerning or arising from the contract between the Assignor and CDOT. (c) Pitkin County agrees to receive the federal transportation planning funds from CDOT on behalf of the Intermountain RPC for the sole purpose of reimbursing regional transportation planning activities including administrative, accounting and professional planning services. (d) Pitkin County agrees to maintain separate accounting ofthe federal transportation planning funds made available to the Intermountain RPC from any other funds received by the Pitkin County. (e) Pitkin County agrees to comply with the terms of the Regional Transportation Planning Contract proVISIOns. (f) The Intermountain RPC retains all other duties and responsibilities for regional transportation planning activities in the Intermountain TPR as defmed in the Regional Transportation Planning Contract. IN WITNESS THEREOF, the Intermountain Regional Transportation Planning Commission has executed this Agreement of Assignment through the undersigned officer on the date written below. By: Intermountain Regional Planning Commission /}1/! ~( Chairperson Date: . 06/ 0-/3- ~D 18 . 07- HTD-00009 ACCEPTANCE Pitkin County, the assignee named in the above agreement, accepts the assignnlent from the In:ermountain Regional Planning Commission (RPC) to receive the federal transportation planning funds from CDOT on the behalf of the Intermountain RPC for the sole purpose of reimbursing regional transportation planning activities including administrative, accounting and professional planning services. Further, Pitkin County agrees to maintain separate accounting of the federal transportation planning funds made available to the Intermountain RPC from any other funds received by Pitkin County. And, Pitkin County agrees to comply with the terms ofthe Regional Transportation Planning Contract prOVISIOns. 'i<ki"C,@'Y ( By: ?~~ Date: 0' 2{J- (;;6 CONSENT By its signature below, CDOT consents to the terms of this Agreement of Assignment. COLORADO DEPARTMENT OF TRANSPORTATION By: u Date: c: /3tJ/4> f ' 19 ~I