HomeMy WebLinkAboutResolution 17, 2018TITLE:
CITY OF WHEAT RIDGE, COLORADO
RESOLUTION N0.17
Series of 2018
A RESOLUTION APPROVING AN INTERGOVERNMENTAL
AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE AND
THE LONGS PEAK METROPOLITAN DISTRICT FOR
CONSTRUCTION OF THE 1-70 AND 32No AVENUE
INTERCHANGE
WHEREAS, pursuant to Charter Section 14.2 and C.R.S. § 29-1-203, the City of
Wheat Ridge is authorized to enter into cooperative agreements with other
governmental entities; and
WHEREAS, the City and the Longs Peak Metropolitan District have negotiated
an intergovernmental agreement for construction of hook ramps in connection with the l-
70/32"d Avenue interchange project; -and
WHEREAS, in accordance with Section 14.2 of the City's Home Rule Charter,
the City Council wishes to approve said intergovernmental agreement by resolution.
NOW, THEREFORE, BE IT RESOLVED by the Wheat Ridge City Council, that:
The Intergovernmental Agreement by and between the Longs Peak Metropolitan
District and the City of Wheat Ridge attached to this resolution and incorporated herein
by reference, is hereby approved, and the Mayor and City Clerk are authorized and
directed to execute the same.
DONE AND RESOLVED this ~fe#i day of '1lJMeft.,1 , 2018.
Buq Starker, Mayor
ATIEST:
H. The District has entered into a Pre-Construction and Construction Management Sen'ices
Agreement with M.A. Mortenson . Company (the "CM") to provide pre-construction and
construction management services for the ·ccc Project' (the "CM Agreement").
I. The District has entered into an Agreement for Development Director Services with Evergreen
(hereinafter referred to as the "DD"), to direct, coordinate and administer the pre-construction
and constniction phases of the CCC Project in conjunction with the CM . (the:,"DD
Agreement").
J. The District has or will enter into an Agreement for Engineering Services with Martin/Martin,
Inc. (the "Engineer") to provide pre-construction and construction engineering services for the
CCC Project (the "Engineer Agreement").
K. The City desires to use 2E Funds to pay for the District's construction of the Project in
coordination with the CCC Project.
L. The City has entered into an Investing 4 The Future Projects Professional Consulting Services
Agreement with AECOM Te.chnical Services, Inc. ("AECOM'') to provide (1) management
and review of public infrastructure projects; (2) construction project management and
inspection; (3) assistance in obtaining additional funding; and, (4) ruisistance .in communications
during projects to be paid for with 2E Funds on behalf of the City (the "AECOM Agreeme11t").
M. The City and the District have entered into this Agreement in order to:
1. Provide for the District to construct the Project on behalf of the City pursuant to
the Project Documents;
ii. Provide for the pty' s payment to the District of all costs of the Project utilizing
the City's 2E Funds and other City funds necessary to complete the Project;
iii. Provide for reimbursement to the City of any Construction Costs, as defined
herein, paid in excess of the 2E Funds; and
iv. Provide for CO()rdination of activitjes performed under the CM Agreement, DD
Agreement, Engineer. Agreeme11.t and AECOM . Agreement in a manner th~t
ensures the Project is completed in accordance with the Project Documents. · ·
NOW THEREFORE, the parties have entered into this Agreement.
COVENANTS AND AGREEMENTS
1. SCOPE OF SERVICES. The· District will provide pre-coristructfon,
construction management and construction services for the Project (the "District Services"), all
as required under the CM Agreement, the DD Agreement, the Engineer Agreement, and those
certain construction contracts the· district is required to enter into irt order to complete the District
Services.
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A. Scope. The scope of the District Services is more specifically described in
Exhibit C.
B. Coordination. District Services will be provided in coordination with the
City's authorized representative: Stephen McQuilkin, AECOM Technical Services, Inc., 6200 S.
Quebec Street, Greenwood Village, CO 80111 (303.843.2127; stephen.mcquilkin@aecom.com)
(the "City Representative") (references to the City include the City Representative).
C. No Intended Beneficiaries. The District is responsible only for
construction of the Project pursuant·· to the Project Documents, this Agreement and the
intergovernmental Agreement for Hook Ramp cost Reimbursement attached hereto as Exhibit E.
It is not responsible to the City for any obligations or performance owed to CDOT, AECOM or
any other person or entity. Neither CDOT, AECOM nor any other person or entity is an intended
beneficiary of this Agreement.
D. Additional Services. The City may request the District to provide
additional services not set forth in Exhibit C in writing (the "Additional Services"). The City
and the District will negotiate the scope, cost and method ·of payment for Additional Services,
which must be memorialized by a written agreement.
E. Standard of Performance. The. District will perform the District· ServiCes
using that degree of skill and knowledge customarily employed by professionals performing
similar general contracting/construction management services in the Denver metropolitan area~
1. The City represent~ that the Project Documents listed in Exhibit B are all
the documents and information necessary to complete the Project as
required by this Agreement.
ii. The District acknowledges that coordination of certain District Servi'ces with
the City Represent~tive is necessary (the <'.•coordinated Service~"). The
Coordinated Services are separately identified in Exhibit C. The City
Representative is the agent of the City for all Coordinated Services.
2. TERM OF AGREEMENT. ·The temi of this Agreement begins on the date of
execution and ends (1) three years after the Project has been deemed substantially completed in
the manner described ·at Paragraph 4.C.ii, (2) by mutual written agreement of the parties; or, (3)
by the exercise of the terminatiqn provisions in paragraph 9.
3. · SCHEDULE: The District will undertake the District Se..Vices in a manner arid
sequence that assures their timely completion in light of the purposes of this Agreement and
coordination with the CCC Project requirements. Estimated performance dates for components
of the District Services are set forth separately in Exhibit C. ·
4. Payment of Project Costs.
A. Waiver of District Fee~ The District will 'not charge a construction
management or other" fee for the District Services. The City shall waive any ·Right of W~y
Permit Fee(s) or other fees customarily imposed by the City. . · ·
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B. Cost of District Services and the Project to be Paid by City. Except as
provided in Paragraph 4(F) below, the ·City acknowledges that the District is agreeing to
complete the Project with th.e understanding that no cost whatsoever. wilI be borne by the
District. The City shall pay to the District all amounts necessary to pay District costs, obligations
and expenses incurred in the performance of the District Services (the "Construction Costs"). A
list of some estimated Constniction Costs is attached as Exhibit -D (the "Construction Cost
Estimates"). The City represents that it shall consider apprdprfation of furids for payment in
2018 in an amount equal to or in excess of the total Constnicti01t Cost ·Estimates for the Project
and that it shall consider appropriation of appropriate additional funds needed in future years.
The District is not obligated to enter into any construction contracts until sufficient funds to pay
the contract amount have been appropriated and made available by the City.
C. Applications for Payment. The City acknowledges that the District is
relying on payment from the City to pay Construction Costs and that funds therefor must be
made available to the District to pay Construction Costs in a timely manner. The District will
submit applications for payment to the City requesting funds to pay Construction Costs. (each an
"Application for Payment" and together, . the . "Applications for Payment") .. Applications for
Payment shall be submitted on a form approved.by the Gity as substantially set forth in Exhibit
G. Applications for Payment will (a) describe and provide a cppy, of any. Trade/Con~truction
Contract the District intends to enter into imd provide construction cost s.chedules for. each
construction, materials or trade.contract, outlining those costs and the sched,ule under which such
costs are anticipat«!d to become payable; and, (b) describe any other Construction Costs that (i)
have been incurred and (ii) are anticipated to be incurred during the ensuing 60 day period along
with a similar construction cost schedule. The construction cost schedules shall be provided to
the City in advance off any Application for Payment, and may be revised from tinie to time, so
long as the revised schedules are similarly provided to the City._ The City wiJI consider and
approve the Application for Payment and make all approved funds available to the District to
timely pay costs as they become due under the construction cost schedule or when actually due.
The City shall deliver or otherwise m11ke. the. approve.cl. funds. available for use by the District so
the District can timely pay Constructio11 ·Costs in a .manner, to b.e agreed upon by the. District
accountant and City Finance Director.
1. The District, using a form approved by the City,. shall submit on a monthly basis an
itemized list demonstrating the c;;onstruction Costs paid with .funds approve4 under
an Application for Payment (the "Evidence of Cos~"), including but not limited to
the following: . · ·
I)
2)
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an itemized list of costs paid .. by the District pursuant to the Cl\1
Agreement, including the "applications. for . payment;'. for ~'services",
t~ade contractor "work'', materials, supplies, and ~quipment performed
or procured for purposes of the Project; 1;1nd
. . . .. . .
an itemized list of costs paid by the District pursuant to the. DD
Agreement for services under that Agreement; and .
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3) an itemized list of costs paid by the District pursuant to the Engineer
Agreement for services under that Agreement; and
4) an itemized list(s) demonstrating other costs paid by the District for
purposes of performing such District Services, including but not limited
to costs of legal, accounting, testing, insurance, performance or other
bonds, or any other consulting or construction services, to the extent
such costs are within tile scope of Exhibit C ..
11. In no event shall the City be obligated to pay or reimburse any Construction Costs
when payment or reimbursement is requested more than three (3) years after the
Project is deemed substantially completed as "substantial completion" is defined in
§24-91-102(5), Colorado Revised Statutes so long as the delay is not the fault of the
City.
The District is not obligated to accept bid proposals, execute contracts for construction or incur
other obligations for construction of the Project without funds approved under an Application for
Payment being made available to the District.
D. Payment Objection Resolution. The City and District acknowledge the
importance of timely performance of and payment for the Project. If the City has an objection to
Construction Costs that have been submitte4 on a monthly Application for payment or Evidence
of Costs, the City shall immediately notify _the District, CM, and DD of the objection. If the
issue cannot be resolved, the City may submit the issue to mediation pursuant to Paragraph 13 of
this Agreement. The District agrees to reimburse the City the amount of Construction Costs
agreed to by the Parties in mediation, if any, pursuant to the Reimbur~ement Agreement attached
as Exhibit E, Either party may pursue t~e C()llecticm . of a disputed amount in the Jefferson
County District Court after fl?.ediation. . . ·
·:-' ' •• # • •
E. Multi-Year Fiscal Obligation. The District acknowledges that the City's
obligation to pay all of the District's Construction Costs under this Agreement is subject to its
appropriation of sufficient funds_ therefor .. City represents that. it presently intenqs to properly
consider for appropriation the necessary funds· to complete t~e Project in 2018 and budget years
subsequent to 2018 and will instruct its . budget officer to include the appropriation in all draft
budgets. Non-appropriation of such funds shall be a cause for immediate termination of this
Agreement by the District..,_ The. City ~erebY 'Yaives the Di~tri_cr s obligations .. und~r thi~
Agreement if the District_ exercises its right to teriniriate un,der_ this s.ub~ Paragrap~ E.
F. Contingency Payment.,, The City an<;i Pistrici acknowledge tha~ the, Cicy
shall allocate the 2E Funds to p~y for the Project, and that such funds shall be utiliz_ed entirely to
pay Construction Costs until Project completion (the "Allocation"). ·The District ~c~o,\:Vledges
the City has or will first utilize the 2E Funds to pay 1) Denver Water conduit work located within
the hook-ramp construction limits in tlie estimated amount of $.557 ,33~.63 (or actual cost); .. 4)
Reimpursement Request.#1.for ,Engineering and Design Services from Evergreen Development
in the amount of $176,305 (or actual cost); 3) Reimbursement Request #2 for Preconstruction
Management Services ·fro~.E"'.ergreen pevel()pnwnt in the estjm_ated amount of $74,442.32 (or
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actual cost); and 4) Reimbursement Request #3 for Engineering, Design and Preconstruction
Services in the amount of $250, 74 7 .32 (or actual cost) (the actual costs paid being "Construction
Costs" for purposes of this Sub-:-Paragr3:ph F). The City acknowledges that the District currently
lacks and may continue to la~k sufficie11t funds to pay Construction Costs that exceed the
Allocation.
I. If Construction Costs exceed the Allocation, cthe City will appropriate and make
available to the District additional· funds to pay. Construction Costs necessary. to
complete the Project (the "Contingency Funds").
II. The District will reimburse the City for the Contingency Funds paid to the District
(i.e. funds paid to finance Construction Costs that exceed the $10,000,000
Allocation) (the "Contingency Reimbursement") in the manner described in the
Longs Peak Metropolitan District/City of Wheat Ridge Hook Ramp Cost
Reimbursement Agreement attached as Exhibit E (the "Reimbursement
Agreement").
5. STATUS OF DISTRICT AND RELATIONSIDP TO CITY.
A. District is an independent contractor and nothing contained herein shall be
construed as constituting any relationship with the City other than that expressed herein, nor
shall it be construed as creating any relationship whatsoever between the City and the District's
employees. Neither the District nor any of its employees, nor the CM, DD, or Engineer are or
shall be deemed employees or agents of the City. The District is not, and shall not act as, the
agent of the City. The District shall be responsible for paying all amounts due to consultants, the
CM, DD, and Engineer in connection with the performance of the District Services. Further,
except as otherwise provided herein, the District has sole authority and responsibility to contract
with, terminate, and otherwise control whom it engages to perform the District Services. The
District has sole authority and responsibility for its agents, employees, sub-contractors and all
others it hires to perform or assist in performing the District Services.
B. The District and the District's employees and subcontractors are not entitled
to workers' compensation benefits under any workers' compensation insurance policy of the City.
The District is responsible for any federal and state income tax and other applicable taxes and other
amounts that may be due on any moneys pursuant to this Agreement.
6. WARRANTIES AND REPRESENTATIONS. The District represents,
warrants and covenants that:
A. It has the required authority, ability, skills and capacity to, and shall,
perform the District Services in a manner consistent with this Agreement.
B. It has knowledge of all of the legal requirements and business practices in
the state of Colorado that must be followed in performing the District Services, and the District
Services shall be performed in conformity with such requirements and practices.
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C. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by all
necessary action of the board of directors of the District. All such consents and approvals are in
full force and effect.
D. This Agreement constitutes the legal, valid and binding obligation of the
District enforceable in accordance with its terms.
7. INSURANCE, INDEMNIFICATION AND BONDS.
A. Governmental Immunity. Neither the District nor the City waive(s) any of
the immunities or limitation of liability, defenses, and protections provided by the Colorado
Governmental Immunity Act, CRS 24-10-lOlet seq. or the common law.
B. Indemnification. Within the limitation of the Colorado Constitution and
Statutes, the District shall defend, release, indemnify and save harmless the City, its officers, agents
and employees from any and all claims or damages, including but not limited to death, personal
injury, property loss or damage occurring as a result of the negligence of the District, its agents,
employees or contractors, and, the City shall defend, release, indemnify and save harmless the
District, its officers, agents and employees from any and all claims or damages, including but not
limited to death personal injury, property loss or damage occurring as a result of negligence of the
City, its agents, employees or contractors. The Parties acknowledge that provisions of this paragraph
are not intended to waive any of the rights and defenses afforded the City or the District under the
Colorado Governmental Immunity Act (Section 24-10-101, et. seq., C.R.S.). In addition, the Parties
acknowledge that all such liabilities, claims and demands made by third parties shall be subject to any
notice requirements, defenses, immunities, and limitations of liability that the City, the District, and
their officers, agents and employees may have under the Colorado Governmental Immunity Act and
under any other law.
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C. District Insurance.
i.
11.
The District shall not commence District Services under this
Agreement until it has obtained all insurance required herein. For
the duration of this Agreement, the District will maintain the
insurance coverage required in this Paragraph 7(C).
The District agrees to procure and maintain, as Construction Costs,
the following policy or policies of insurance. The District shall not
be relieved of any liability, claims, demands, or other obligations
arising from the District Services by reason of its failure to procure
or maintain insurance, or by reason of its failure to procure or
maintain insurance in sufficient coverage amounts, durations, or
types. All policies shall be continuously maintained from the date
of commencement of the District Services. In the case of any
claims-made policy, the necessary retroactive dates and extended
reporting periods shall be procured to maintain ,such continuous
coverage.
7
m. Workers' Compensation insurance to cover obligations imposed by
the Workers' Compensation Act of Colorado and any other
applicable laws for any employee engaged in the performance of
District Services under this Agreement, and Employers' Liability
insurance with minimum limits of FIVE IillNDRED THOUSAND
DOLLARS ($500,000) each accident, FIVE HUNDRED
THOUSAND DOLLARS ($500,000) disease -policy limit, and
FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease -
each employee.
1v. Comprehensive General Liability insurance with minimum
combined single limits of TWO MILLION DOLLARS ($2,000,000)
each occurrence and TWO MILLION DOLLARS ($2,000,000)
aggregate. The policy shall be applicable to all premises and
operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations),
personal injury (including coverage for contractual and employee
acts), blanket contractual, independent contractors, products, and
completed operations. The policy shall include coverage for
explosion, collapse, and underground hazards. The policy shall
contain a severability of interest provision and shall name the City
as an additional named insured.
v. Comprehensive Automobile Liability insurance with minimum
combined single limits for bodily injury and property damage of not
less than ONE MILLION DOLLARS ($1,000,000) each occurrence
and ONE MILLION DOLLARS ($1,000,000) aggregate with
respect to each of the District's owned, hired and/or non-owned
vehicles assigned to or used in performance of the District Services.
The policy shall contain a severability of interest provision.
VI. Every policy required above shall be primary insurance, and any
insurance carried by the City, its officers, or its employees, shall be
excess and not contributory insurance to that provided by the
District. Deductible losses under each of the required policies above
are Construction Costs.
vu. Certificates of insurance shall be completed by the District's
insurance agent as evidence that policies providing the required
coverages, conditions, and minimum limits are in full force and
effect, and shall be subject to review by the City upon request.
Failure on the part of the District to procure or maintain policies
providing the required coverages, conditions, and minimum limits
shall constitute a default of this Agreement. Upon written notice to
the District of such default, the District shall have 30 days to cure
the default, the failure of which shall constitute a material breach of
contract upon which the City may immediately terminate this
Agreement, or at its discretion may procure or renew any such
policy or any extended reporting period thereto and may pay any
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and all premiums in connection therewith, and all monies so paid by
the City shall be considered Construction Costs.
8. CONTRACTOR/ PROJECT SUB-CONTRACTORS. The District is solely
and fully responsible to the City for the performance of the District Services. Every agreement
entered into by the District for services, materials or supplies related to the District Services shall
require the posting of adequate performance and payment bonds to extent customarily required
in the industry with the City included as an additional beneficiary or obligee. The District is
solely and exclusively responsible for payment to all contractors, subcontractors, consultants and
materials suppliers. The District will ensure contractors and sub-contractors comply with all
insurance requirements in forms and amounts as set forth in Exhibit F and all warranties
(express or implied) resulting from any such agreements shall inure to the benefit of the City and
its successors and assigns. The District shall require performance and payment bonds of all
contractors and materials suppliers adequate, in form and amount, to ensure the completion of all
phases of the Project subject to such contracts. The District shall obtain from all contracted
entities providing service the statutory illegal alien certifications, in form approved by the City
Attorney.
9. TERMINATION: REMEDIES.
A. This Agreement may be terminated by either party in the event of a
material breach by the other party. Upon material breach, the non-breaching party will give the
other party 45 days' notice and an opportunity to cure or to enter into an agreement with the non-
breaching party as to how the cure will be accomplished.
B. The District may terminate this Agreement immediately upon failure of
the City to appropriate funds for the Project in any fiscal year or to make funds available to pay
Construction Costs pursuant to Paragraph 4(C) herein.
C. In the event this Agreement is terminated, the City will pay for all District
Services performed prior to the designated termination date. Neither party shall be entitled to
claim or receive any form of damages, whether economic (including lost profits), consequential,
punitive or compensatory; the only remedies permitted hereunder for termination of the
Agreement being the right of the District to receive payment for so much of the District Services
as have been performed by the date of termination, and the right of the City to receive all
physical Project improvements, whether complete or incomplete, interests in real property,
materials delivered to the Project site or in transit and which have been paid for by the City, all
warranties, and rights of collection on performance and payment bonds obtained or owing under
Paragraph 8, and all Work Product of the District (as described in Paragraph 10).
10. WORK PRODUCT. All work product of the District prepared pursuant to this
Agreement, including, but not limited to, all maps, plans, drawings, specifications, reports,
electronic files, as-built drawings, and other documents, in whatever form, shall become the
property of the City, whether or not the District Services are completed. When requested, all
work product shall be delivered to the City in a format compatible to the City's computer
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applications. Work product in original or modified form will be provided to the District without
charge if needed for maintenance, operation or construction of other public infrastructure.
11. REAL PROPERTY CONVEYANCES. The District shall convey the
completed Project by quit claim bill of sale as directed by the City upon completion of the
District Services, or upon Termination of this Agreement, in the event of termination under
Paragraph 9. Such conveyance shall be free and clear of all liens and include all warranties and
as built drawings.
12. NOTICES. Any notices or other communications required or permitted by this
Agreement or by law to be served on, given to or delivered to either party hereto, by the other
party shall be in writing and shall be deemed duly served, given or delivered when personally
delivered to the party to whom it is addressed or in lieu of such personal service, upon receipt in
the United States mail, first-class postage prepaid, or by personal delivery service addressed as
follows:
to the City of Wheat Ridge:
Patrick Goff, City Manager
City of Wheat Ridge
7500 W. 29th Ave.,
Wheat Ridge, CO 80033
with a copy to Wheat Ridge City Attorney:
Gerald Dahl, City Attorney
Murray Dahl Kuechenmeister & Renaud, LLP
710 Kipling Street, Suite 300
Lakewood, CO 80215
with a copy to the City Representative
Stephen McQuilkin
AECOM Technical Services, Inc.
6200 S. Quebec Street
Greenwood Village, CO 80111
to the Longs Peak Metropolitan District c/o:
Kim J. Seter, Esq.
Seter & Vander Wall, P.C.
7400 E. Orchard Rd., Suite 3300
Greenwood Village, CO 80111
with a copy to Evergreen-Clear Creek Crossing, L.L.C. c/o:
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Christine McRight, Development Director
Tyler Carlson, Executive Vice President
Evergreen Devco, Inc.
IO
1873 S. Bellaire St., Suite 1200
Denver, CO 80222
with a copy to the CM:
Derek Brown, Construction Executive
M.A. Mortenson Company
1621 18th Street, Suite 400
Denver, CO 80202
Either party, the District or the City, may change its address for the purpose of this paragraph by
giving written notice of such change to the other party in the manner provided in this paragraph.
13. DISPUTE RESOLUTION. All conflicts shall be discussed for immediate
resolution between the individuals involved. Conflicts shall include unsettled claims,
counterclaims, disputes and other matters in question arising out of or relating to this Agreement
or the breach thereof. All conflicts shall be brought to the attention of the relevant parties within
a reasonable time period after the dispute has arisen. Should the individuals fail to resolve the
conflict, then the conflict shall be raised to the next level of management within the structure of
each party. Should these efforts fail to resolve the conflict, the City and District shall submit to
mediation of the dispute, which shall be a requirement prior to any litigation or other dispute
resolution. The City and District agree that each is entitled to terminate this Agreement should
mediation fail to settle the dispute.
14. USE TAX. Pursuant to Section 22-67 of the City's Code of Laws, building
materials and supplies purchased for the District Services are exempt from the City's use tax. If
necessary, the District shall make application for this exemption on behalf of its contractors and
suppliers, on forms provided by and in compliance with the procedures of the City's Tax
Division.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto relating to the District Services and sets forth the rights, duties and
obligations of each party to the other as of the date of this Agreement. Any prior City and
District agreements, promises, negotiations or representations regarding the Project or District
Services not expressly set forth in this Agreement are of no force and effect. This Agreement
may not be amended except in writing executed by both the District and the City.
16. BINDING AGREEMENT. This Agreement shall inure to and be binding on the
successors, and assigns of the parties hereto.
17. NO WAIVER. No waiver of any of the provisions of this Agreement shall be
deemed to constitute a waiver of any other of the provisions of this Agreement, nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided therein, nor shall the
waiver of any default hereunder be deemed a waiver of any subsequent default hereunder.
18. OBSERVE ALL LAWS. The District shall keep fully informed and comply
with all federal, state and local laws, ordinances and regulations and all orders and decrees of
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bodies or tribunals that may affect those engaged or employed in the performance of this
Agreement.
19. CONTROLLING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Colorado, and any disputes hereunder shall be tried in
the courts of the state of Colorado. Jurisdiction and venue shall be proper and exclusive in the
district court for Jefferson County.
20. INCONSISTENCIES WITH SCOPE OF SERVICES. The intent and
purposes of this Agreement and the scope of District Services provided in Exhibit C is to
complement each other; however, the terms and provisions of this Agreement shall prevail in the
event of discrepancies with, or conflicts of, terms or provisions contained in Exhibit C and other
contract documents.
21. FORCE MAJEURE. Neither party will be liable or responsible for any delay or
failure in performance if such delay or failure is caused in whole or in part Force Majeure. Force
Majeure means delays resulting from causes beyond the reasonable control of the City or
District, including, without limitation, acts of God, any delay caused by any action, inaction,
order, ruling, moratorium, regulation, statute, condition or other decision of any governmental or
quasi-governmental agency or entity having regulatory jurisdiction over any portion of the
Project property, over the construction of the Project or over any uses thereof, or by delays
caused by any action, inaction, condition or other decision by any utility company responsible
for "dry" utilities, or by delays in inspections or in issuing approvals or permits by governmental
or quasi-governmental agencies, or by fire, casualty, flood, adverse weather conditions such as,
by way of illustration and no limitation, wind, snow storms which prevent outdoor work from
being accomplished, severe rain storms or below freezing temperatures of abnormal degree or for
an abnormal duration, tornadoes, earthquakes, floods, strikes, lockouts or other labor or
industrial disturbance (whether or not on the part of agents or employees of either party hereto
engaged in the construction of the Project), civil disturbance, order of any government, court or
regulatory body claiming jurisdiction or otherwise, act of public enemy, war, riot, sabotage,
blockage, embargo, inability to secure materials or labor due to regional or national shortages
(including labor and materials shortages caused by national weather or other national events), or
other natural or civil disaster, delays caused by any dispute resolution process, or any delays by
injunctions or lawsuits concerning the Project. Lack of funds and inability to obtain internal or
CDOT approvals shall not constitute Force Majeure.
22. ADDITIONAL MATTERS.
A.
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Wheat Ridge Code of Laws. This Agreement is subject to the applicable
requirements of the Wheat Ridge Code of Laws, including without
limitation, Code Section 2-3 (Fiscal year, budget contains appropriations,
no contract to exceed appropriation), and Section 2-4 (No-damages-for-
delay clauses in public works contracts.
12
EXHIBIT A
CDOT Approved Depiction of Project
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EXHIBITB
PROJECT DOCUMENTS
I. I-70/32"d Avenue Interstate Access Request/1601 System Level Feasibility Study
February 2018
2. CDOT Resolution Approving Interchange Modifications at 1-70 and 32"d Avenue
3. Department of Transportation State of Colorado, Final Highway Construction Bid Plans
of Proposed CDOT Project No. CC M361-004, Interstate 70/32"d Ave Interchange
Jefferson County Construction Project Code No. 16063, Bid Set December 14, 2017.
4. FHW A IAR Approval
5. NEPA Re-Evaluation
6. CDOT and City Contract Project: CC 0703-453 (22417)
7. Permits
{00334893} 15
EXHIBITC
SCOPE OF DISTRICT SERVICES
The District shall perform the District Services necessary to construct the Project more or
less consisting of the following items:
A. Pre-Construction Services
1. Program Review and Evaluation. The District shall, in coordination with the CM
and DD, review the Engineer's program, Project Documents, and the contractual requirements to
ascertain the requirements to construct the Project, or any phase thereof.
2. Construction Schedule. The District shall provide the City with a construction
schedule for the Project, or any phase thereof. The construction schedule shall coordinate
services required by the District, CM, DD, Engineer, AECOM and any related City
responsibilities with the anticipated schedule(s). The construction schedule shall also include a
list of anticipated vendor purchase orders, trade contracts, recommended form of contract and
summary of the services and work to be performed under each.
3. Construction Cost Estimate and Budget. The District shall provide the City with a
construction cost estimate for the Project, or any phase thereof, including an itemized budget for
work, materials, equipment and other costs based on requirements set forth in the Engineer's
program for the same. The construction cost estimate shall include value engineering cost
evaluations of alternative materials and systems, if any.
4. Design and Project Documents Review. The District shall provide the City with
the CM's written reports regarding the CM's review of the Project Documents and any other
design document related to the Project, or any phase thereof.
5. City Approval. Prior to commencement of any Bidding and Contracting Services
for construction of the Project, or any phase thereof, the City must approve the most current
construction schedule, construction cost and budget, and the form of contract document(s) for the
same.
6. Other Professional Services. The District shall select, retain and coordinate the
professional services of surveyors, special consultants and testing laboratories required for the
Project, or any phase thereof, and shall otherwise coordinate surveys and other pre-mobilization
activities.
7. Obtaining Permits. The District shall ensure that all permits and governmental
approvals are obtained for the Project by the "Trade Contractors", except for the CDOT
construction and access permit which shall be obtained by the City. The City will not
unreasonably require any inspection prior to issuance of a permit and will expedite the issuance
of all permits necessary to complete the Project or obtain final acceptances.
{00334893} 16
8. CDOT Approvals. The City shall ensure that CDOT has provided its approval(s)
of the Project Documents pursuant to Section B(A)(l)(h) of the CDOT IGA.
B. Bidding and Contracting
1. Compliance. The District shall ensure compliance with all bidding and
contracting requirements of the District, including all laws of the State of Colorado with respect
to public projects of a special district.
2. Bidding Package Preparation and Approval. Upon the City's approval pursuant to
Paragraph A(5) above, and, the approval of any applicable governmental entity of the
Construction Documents for the Project, or any phase thereof, the District shall prepare and
provide for the City's approval the Bidding Package(s) for the Project, or applicable phase
thereof.
3. Bidding Packages. Upon the City's approval of a Bidding Package for the
Project, the District shall issue the Bidding Package. The District shall review and forward to the
City for the City's review, a tally of all bids received for a Bidding Package, including a detailed
bidding analysis prepared by the CM and the District's determination of the lowest responsible,
and if applicable, responsive bidder.
4. Award of Bid Trade Contracts/Purchase Orders. Upon the City's approval of the
District's recommended lowest responsible and responsive bidder, or alternative bid, and subject
to the requirements of Paragraph 4(C), including those regarding Application(s) for Payment and
making funds available, the District shall accept the bid and award the respective trade
contract(s) or purchase order(s). All awarded trade contracts and purchase orders shall be
between the District and the trade contractor or vendor. The City shall not be a party to any trade
contract, purchase order, or other agreement approved for a Bidding Package.
5. No Bid: Rejection of Bid. If the District receives no bid for a Bidding Package,
the District shall re-advertise the Bidding Package. If only one bid is received or the lowest
negotiated bid from a responsible bidder for a Bidding Package exceeds the construction budget
for such Bidding Package work, materials, equipment or services, the District shall recommend
to the City whether to re-advertise the Bidding Package or accept such bid. The City shall have
sole discretion in determining whether the District may accept such bid or re-advertise the
Bidding Package.
6. Insurance and Bonds. The City shall be named as a beneficiary on all required
insurance and performance bonds related to construction of the Project.
7. Assignment and Termination. In the event the Agreement is terminated, the City
may instruct the District to assign, to the extent it is authorized to, any trade contract or vendor
purchase order related to the Project, provided the District is released from any obligation
thereunder and the City agrees to indemnify the District from and against any and all claims or
damages related thereto.
{00334893} 17
C. Construction
I. Coordination. The District shall ensure that construction of the Project, or any
phase thereof, is administered, managed and coordinated in a manner consistent with the Project
Documents, the latest approved construction cost, budget and schedule, and the Contract
Documents for the same.
2. Meeting Records. The District shall keep for the City's review upon request all
records from any meetings held to discuss procedures, progress and scheduling related to
construction of the Project. The District shall forward to the City all progress reports prepared by
the CM that relate to construction of the Project.
3. Schedule Update. The District shall ensure the construction schedule for the
Project, or any phase thereof, is updated at appropriate times but not more frequent than monthly
to reflect current conditions. The District will provide the City written notice if the District
learns that the construction schedule for the entire Project will not be met and inform the City of
actions it is taking to correct or mitigate the effects thereof.
4. Construction Observation. The District shall ensure that on-site observations of
the Project construction are made at all appropriate intervals, and that it is apprised of the
progress, quantity and quality of the construction work, and that such work, when completed,
will be in accordance with the Project Documents and Contract Documents. The District shall
ensure that on-site observations include the exercise of reasonable judgment to guard the City
against any defects or deficiencies in the Project construction. The District shall keep all reports
of on-site observations for the City's review and shall promptly provide written notice to the
City, including the applicable report, should a report identify material defects or deficiencies in
such construction or any other issue that may affect compliance with the Project Documents,
Contract Documents, or the construction cost, budget or schedule. The City may, but is not
required to, perform on-site observations of the Project construction.
5. Limits on District Responsibilities. The District is exclusively responsible for the
construction of the Project in the manner described in the Paragraph 1 of this Agreement
pursuant to the Project Documents.
6. Testing. The District shall ensure that all third-party structural, mechanical, soils,
laboratory, tests, inspections and reports required by, the Construction Documents, or by federal,
State or local regulatory approvals are performed in accordance with the same.
7. Unforeseen or Concealed Conditions. The District shall give the City written
notice of any unforeseen or concealed condition related to or that may otherwise impact the
Project construction within a reasonable time after discovery of such condition, including but not
limited to notice of pre-existing hazardous materials or toxic substances. Such notice shall
include estimated impacts on the construction cost, budget and schedule, and recommendations
to correct or mitigate such impacts.
8. Hazardous Materials. The District's mitigation of hazardous materials or toxic
substances discovered on the construction site, their handling, removal, and/or disposal are each
{00334893} 18
Construction Costs to be paid by the City. However, such mitigation costs incurred by the
District will not be included as Construction Costs for purposes of calculating any Contingency
Reimbursement. The District shall, to the fullest extent permitted by law, defend, indemnify and
hold harmless the City and any City employees or agents from and against claims, damages,
losses and expenses, including but not limited to attorneys' fees, fines, judgements and penalties
arising out of or resulting from the introduction of hazardous materials or toxic substances from
the performance of the District Services in any area affected by hazardous materials or toxic
substances, except to the extent that such damage, loss or expense is due to the fault or
negligence of the City.
9. Change Orders. The District shall have sole discretion in executing change orders
for or amendments to trade contracts, vendor purchase orders or any other agreement related to
Project construction, except that the District must obtain the City's approval of any change order
or amendment that would result in the inability to meet the construction schedule. If a change
order would cause Construction Costs to exceed the amount . made available under the
corresponding Application for Payment, the District shall submit an Application for Payment for
such additional funds and shall have no obligation to execute the change order until the
application is approved and the funds are made available.
10. Record Copies. The District shall make available to the City record copies of all
Contract Documents and any permits, reports, drawings, test results, required submittals, or other
documentation related to the Project.
11. Provision of Warranties. The District shall secure and assign (or otherwise
transmit) to the City warranties and similar submittals required by the Contract Documents for
the Project construction, and deliver to the City all keys, manuals, record drawings and
maintenance stocks. The District shall ensure that annual warranty inspections are performed in
accordance with a warranty period set forth in the Contract Documents. If any unsatisfactory
condition or damage develops within the warranty period due to materials or workmanship that are
defective, inferior, or not in accordance with this Project Documents, as reasonably determined by
the City, then the District shall, when notified by the City, immediately place such guaranteed
work in a condition satisfactory to the City. The District shall, at the City's request, enforce all
warranty obligations to correct the work. Costs incurred by the District to enforce warranties or
otherwise place guaranteed work in a condition satisfactory to the City, and, costs paid by the City,
shall be considered Construction Costs.
12. Evidence of Satisfaction of Liens. The District shall provide the City with written
evidence that all persons who have done work or furnished material under this Agreement and are
entitled to liens therefor under any laws of the State of Colorado have been fully paid or are not
entitled to such liens.
13. Acceptance of Improvements. No act of the City or of any representative thereof,
whether providing approvals required hereunder, performing the Coordinated Services, or through
granting or any extension of time for the completion of the Project, shall be regarded as an
acceptance of such District Services or improvements or any part thereof, or of materials used
therein, either wholly or in part. Acceptance of the Project, or a designated portion thereof, shall
{00334893} 19
be evidenced only by a final certificate of the City. Before any final certificate shall be issued, the
District shall execute an affidavit on the certificate that it accepts the same in full payment and
settlement of all Construction Costs.
D. Accounting Records. The District shall maintain and keep accurate records consistent
with general accounting standards, as applicable, and satisfactory to the City, regarding the
District's incurrence of Construction Costs.
E. Coordinated Services.
1. Preconstruction; Bidding and Contracting. The District shall ensure that the City
has a reasonable opportunity to observe or, otherwise verify its satisfaction with the District's
performance of District Services set forth in Paragraphs A and B of this Exhibit C.
2. Construction. The District shall ensure that the City has a reasonable opportunity
to observe or, otherwise verify through inspection, testing or other means, the satisfactory
performance of the District Services set forth in Paragraph C of this Exhibit C.
3. Applications for Payment and Evidence of Costs. The District shall direct the
CM, DD, Engineer, and other applicable consultants to coordinate with the City the preparation
of Applications for Payment and Evidence of Costs as follows:
i. The CM, DD and District consultants, as applicable, in consultation with the
City, shall prepare and submit Applications for Payment.
ii. The DD, in consultation with the City, shall review, and as appropriate, either
certify an "application for payment" from the CM to the District or return the
"application for payment" to the CM indicating in writing the Construction
Costs in dispute as set forth in Section 2.5.5 of the CM Agreement and
Section 6 of the DD Agreement.
iii. The DD, in consultation with the City, shall review and verify the CM Fee and
CM Cost of Services submitted with an "application for payment" to be paid
to the CM pursuant to Section 4.2.1 of the CM Agreement.
iv. The DD, in consultation with the City, shall prepare and submit to the District
a request for reimbursement of costs incurred by the DD in the performance of
the DD Agreement.
v. The Engineer, in consultation with the City, shall prepare and submit to the
District invoices for payment of services related to the Project.
vi. Other consultants, in consultation with the City, shall prepare and submit to
the District invoices for payment of services related to the Project.
F. Estimated Performance Dates. Substantial completion of the Project shall be achieved
no later than 24 months after the date on which the District awards the first bid for the Project, or
the City and all other authorities have issued final permits necessary for construction, whichever
{00334893} 20
occurs later. The 24-month window shall be extended to accommodate any delay caused by Force
Majeure. The City shall determine whether the work has been substantially completed, using
factors deemed appropriate by the City, listed in the definition of "substantial completion"
provided in §24-91-102(5), Colorado Revised Statutes.
{00334893} 21
{00334893}
EXHIBITD
CONSTRUCTION COST ESTIMATES
To be provided before or at the public hearing on March 26, 2018
22
EXHIBITE
INTERGOVERNMENTAL AGREEMENT
FOR
HOOK RAMP COST REIMBURSEMENT
This INTERGOVERNMENTAL AGREEMENT FOR HOOK RAMP COST
REIMBURSEMENT ("Agreement") is entered into this _day of , 2018,
by and between the City of Wheat Ridge, a Colorado home-rule municipality (the
"City"), and the Longs Peak Metropolitan District, a quasi-municipal corporation and political
subdivision of the State of Colorado (the "District").
RECITALS
N. The City is a Colorado home rule municipality, organized and existing pursuant to Section 6
of Article XX of the Colorado Constitution.
0. The City has authority under Article XN Section 18 of the Colorado Constitution and CRS
29-1-201 et seq. to enter into intergovernmental agreements for lawful purposes authorized to
it.
P. The City and District entered into that certain Intergovernmental Agreement for Construction
of the I-70 and 32nd Avenue Interchange dated , 2018 (the "IGA"),
whereby the City agreed to finance the construction of the I-70 and 32na Avenue Interchange
(the "Project") and the District agreed to construct the Project pursuant to the terms set forth
therein.
Q. The IGA requires the City to finance all "Construction Costs" incurred by the District in
performance of the "District Services" provided therein.
R. Paragraph 4(F)(ii) of the IGA requires the District to reimburse the City for Construction
Costs paid by the City in excess of the City's "Allocation" of $10,000,000 for the Project (the
"Contingency Reimbursement").
S. Paragraph 4(D) of the IGA requires the District to reimburse the City for Construction Costs
that have been objected to and are subsequently agreed to at mediation (the "Mediation
Reimbursement").
T. The City and District desire to enter into this Agreement to set forth the terms and conditions
for the District's payment to the City of any Contingency Reimbursement and Mediation
Reimbursement arising from the IGA.
NOW THEREFORE, the City and District have entered into this Agreement.
1. PURPOSE. This Agreement sets forth the terms by which the District will reimburse
the City for certain Construction Costs paid to the District pursuant to the IGA. The City's
payment to the District of (1) any Mediation Reimbursement, and, (2) Construction Costs
{00334893} 23
amounting to Contingency Funds pursuant to Paragraph 4(F)(ii) of the IGA are each made in
consideration of the District's completion of the Project and the execution and performance of
this Agreement. Capitalized terms not defined herein shall have the meaning provided in the
IGA.
2. REIMBURSEMENT. The District covenants to pay to the City any Contingency
Reimbursement and Mediation Reimbursement (collectively, the "Reimbursement") as follows:
a. Distribution Agreement. The District is a party to that certain Distribution
Agreement for Reimbursement of Capital Advances and Purchase of Public
Infrastructure by and between the District, Cabela's Wholesale, Inc., Evergreen-Clear
Creek Crossing, L.L.C., and Coors Brewing Company dated December 16, 2016 (the
"Distribution Agreement"). Paragraph 6 of the Distribution Agreement sets forth a
mandatory order for the District's distribution of "district revenues" to reimburse
certain capital advances and pay for public infrastructure identified as the "Additional
Infrastructure". Paragraph 6(II) provides that the District may distribute "district
revenues" to "cause the construction of the Additional Infrastructure, by financing the
construction directly and/or paying to Evergreen the cost of any Additional
Infrastructure constructed by Evergreen and acquired by the District... until the
District has financed the cost of all Additional Infrastructure". The "Additional
Infrastructure" is the Project and CCC Project.
b. Payment from Bond Proceeds. The District currently anticipates the issuance of
one or more series of bonds to finance the distributions set forth in Paragraphs 6(1)
and 6(11) of the Distribution Agreement (the "Bonds"). The District covenants to
include the Reimbursement in the approved uses for the Bonds subject to its ability to
issue the Bonds with sufficient proceeds and reasonable terms therefor. If the
Reimbursement is included in the approved uses for the Bonds, the District shall pay
to the City all remaining proceeds up to the Reimbursement amount after the CCC
Project has been financed and completed in its entirety. In no event shall the City be
entitled to any Reimbursement payment from the Bonds until the District has
completed and paid for the CCC Project "Additional Infrastructure" in its entirety.
c. Payment from General Fund. If the District is unable to pay to the City the entire
Reimbursement pursuant to Paragraph 2(b) of this Agreement, the District, in any
year, and subject t~ the requirements of the Distribution Agreement, may appropriate
and pay from its general fund some or all of the Reimbursement.
d. Sub ject to Annual Appropriation. The District's obligation to pay the
{00334893}
Reimbursement to the City is subject to the annual appropriation of funds by the
District upon a determination by the District's Board of Directors that funds are
available therefor and that such funds are not needed or pledged for other District
obligations. Accordingly, the District's obligation to pay the Reimbursement to the
City does not constitute a debt, indebtedness, or multiple fiscal year obligation of the
District.
24
e. No Interest. The City agrees that the Reimbursement shall accrue interest at a rate of
zero percent (0%) per annum and shall not be subject to any statutory interest or
penalty of any kind whatsoever.
3. TERM. This Agreement shall become effective upon the creation of a Contingency
Reimbursement or Mediation Reimbursement and shall continue in effect until the District has
paid the Reimbursement in full. This Agreement may be terminated by the mutual agreement of
the City and District, upon which all obligations herein shall be deemed satisfied.
4. ACCOUNTING FOR FUNDS. The City and District shall direct their accounting staff
and consultants to account for ~d determine the amount of any Reimbursement obligation to be
paid by the District. Any dispute over the amount of the Reimbursement shall be resolved in the
same manner as a payment objection as set forth in Paragraph 4(D) of the IGA.
5. NOTICES. Any notices or other communications required or permitted by this
Agreement or by law to be served on, given to or delivered to either party hereto, by the other
party shall be in writing and shall be deemed duly served, given or delivered when personally
delivered to the party to whom it is addressed or in lieu of such personal service, upon receipt in
the United States mail, first-class postage prepaid, or by personal delivery service addressed as
follows:
to the City of Wheat Ridge:
Patrick Goff, City Manager
City of Wheat Ridge
7500 W. 29th Ave.
Wheat Ridge, CO 80033
with a copy to Wheat Ridge City Attorney:
Gerald Dahl, City Attorney
Murray Dahl Kuechenmeister & Renaud, LLP
710 Kipling Street, Suite 300
Lakewood, CO 80215
to the Longs Peak Metropolitan District c/o:
Kim J. Seter, Esq.
Seter & Vander Wall, P.C.
7400 E. Orchard Rd., Suite 3300
Greenwood· Village, CO 80111
Either party, the District or the City, may change its address for the purpose of this paragraph by
giving written notice of such change to the other party in the manner provided in this paragraph.
6. ASSIGNMENT. This Agreement may be assigned only with the prior written consent of
the non-assigning party.
{00334893} 25
EXHIBITF
CONTRACTED ENTITY INSURANCE REQUIREMENTS
For the duration of this Agreement, the following insurance requirements apply.
1. Contracted entities shall not be relieved of any liability, claims, demands, or
other obligations assumed pursuant to the contract documents by reason of failure to
procure or maintain insurance, or by reason of failure to procure or maintain insurance in
sufficient amounts, durations, or types.
2. Unless a contracted entity's activity is insured under the District's own
policy required by this Agreement under Paragraph 9(C), a contracted entity shall procure
and maintain, and shall cause each of its subcontractor(s) to procure and maintain (or shall
insure the activity of the subcontractor(s) in the contracted entity's own policy with respect
to), the minimum insurance coverages listed below. Such coverages shall be procured and
maintained with forms and insurers acceptable to the District, as required by the City. All
coverages shall be continuously maintained from the date of commencement of the
contracted entity's work or services. In the case of any claims-made policy, the necessary
retroactive dates and extended reporting periods shall be procured to maintain such
continuous coverage.
A. Workers' Compensation insurance to cover obligations imposed by
the Workers' Compensation Act of Colorado and any other applicable laws for any
employee engaged in the performance of work or services under the agreement, and
Employers' Liability insurance with minimum limits of FIVE HUNDRED
THOUSAND DOLLARS ($500,000) each accident, FIVE HUNDRED
THOUSAND DOLLARS ($500,000) disease -policy limit, and FIVE HUNDRED
THOUSAND DOLLARS ($500,000) disease -each employee.
B. Comprehensive General Liability insurance with minimum
combined single limits of TWO MILLION DOLLARS ($2,000,000) each
occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy
shall be applicable to all premises and operations. The policy shall include
coverage for bodily injury, broad form property damage (including completed
operations), personal injury (including coverage for contractual and employee acts),
blanket contractual, independent contractors, products, and completed operations.
The policy shall include coverage for explosion, collapse, and underground hazards.
The policy shall contain a severability of interests provision.
C. Comprehensive Automobile Liability insurance with minimum
combined single limits for bodily injury and property damage of not less than ONE
MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION
DOLLARS ($1,000,000) aggregate with respect to each of the contracted entity's
owned, hired and/or non-owned vehicles assigned to or used in performance of the
services. The policy shall contain a severability of interests provision.
3. The policies required above, except for the Workers' Compensation
insurance and Employers' Liability insurance, shall be endorsed to include the District, the
{00334893} 27
City, and their officers and employees, as additional insureds. Every policy required above
shall be primary insurance, and any insurance carried by the District, its officers, or its
employees, shall be excess and not contributory insurance to that provided by the
contracted entity. The additional insured endorsement for the Comprehensive General
Liability insurance required above shall not contain any exclusion for bodily injury or
property damage arising from completed operations. The contracted entity shall be solely
responsible for any deductible losses under each of the policies required above.
4. Certificates of insurance shall be completed by the contracted entity's
insurance agent as evidence that policies providing the required coverages, conditions, and
minimum limits are in full force and effect, and shall be subject to review and approval by
the City. Each certificate shall identify the Project and shall provide that the coverages
afforded under the policies shall not be cancelled, terminated or materially changed until at
least 30 days prior written notice has been given to the District. If the words "endeavor to"
appear in the portion of the certificate addressing cancellation, those words shall be stricken
from the certificate by the agent(s) completing the certificate. The City reserves the right to
request and receive a certified copy of any policy and any endorsement thereto.
5. Failure on the part of the contracted entity to procure or maintain policies
providing the required coverages, conditions, and minimum limits shall constitute a
material breach of contract upon which the District may immediately terminate its contract
with the entity, or at its discretion may procure or renew any such policy or any extended
reporting period thereto and may pay any and all premiums in connection therewith, and all
monies so paid by the District shall be repaid by the contracted entity to the District upon
demand, or the District may offset the cost of the premiums against any monies due to the
contracted entity from the District .
{00334893} 28
EXHIBITG
CITY APPLICATION FOR PAYMENT FORM
INTERGOVERNMENTAL AGREEMENT
FOR CONSTRUCTION OF THE
I-70 AND 32ND A VENUE INTERCHANGE
Application for Payment
No. ___ _
[Date]
A. Trade Contract
• Bid Approved on [add date]
• Bid/Contract Amount
B. Additional Construction Costs
• [List oflncurred Construction-Costs]
• [List Construction Costs Anticipated to be Incurred in Ensuing 60 Days]
[Attach Trade Contract]
[Attach Construction Cost Schedule re Trade Contract]
[Attach Invoices for Incurred Construction Costs]
[Attach Construction Cost Schedule for Anticipated Construction Costs]
{00334893} 29
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