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HomeMy WebLinkAboutResolution-1994-6-94 CITY OF EDGEWATER ORDINANCE NO. 6-94 SERIES OF 1994 AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE CITY OF WHEAT RIDGE FOR PROFESSIONAL ENGINEERING SERVICES WHEREAS, the City of Edgewater has applied for and been granted a Hazard Elimination Grant from the Colorado Department of Transportation (CDOT) to upgrade existing traffic signals located at West 20th Avenue and Depew Street, West 20th Avenue and Harlan Street, and West 24th Avenue and Pierce Street; and WHEREAS, the City of Wheat Ridge's Engineering Division has a professional engineering staff and is willing and able to prepare such plans and specifications for the City of Edgewater in connection with this project; and WHEREAS, the City of Edgewater and the City of Wheat Ridge desire to enter into an intergovernmental agreement concerning engineering services in connection with such plans and specifications; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, COLORADO: Section 1. The proposed intergovernmental agreement between the City of Edgewater and the City of Wheat Ridge for professional engineering services for the preparation of plans and specifications in connection with the upgrade of existing traffic signals located at West 20th Avenue and Depew Street, West 20th Avenue and Harlan Street, and West 24th Avenue and Pierce Street, is hereby approved in essentially the same form as the copy of such agreement accompanying this ordinance, except that the Mayor is hereby granted the authority to approve such revisions to said agreement as the Mayor determines are necessary or desirable for the protection of the City, so long as the essential terms and conditions of the agreement are not altered. Section 2. If any article, section, paragraph, sentence, clause, or phrase of this ordinance is held to be unconstitutional or invalid for any reason, such decision shall not affect the validity or constitutionality of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each part or parts hereof irrespective of the fact that anyone part or parts be declared unconstitutional or invalid. section 3. All other ordinances or portions thereof inconsistent or conflicting with this ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. Section 4. This ordinance is deemed necessary for the protection of the health, welfare, and safety of the community. INTRODUCED, READ, PASSED, AND ORDERED PUBLISHED this 5th day of May , 1994. ADOPTED UPON SECOND READING AND ORDERED PUBLISHED of May , 1994. 2&f.:z:!~t>t~ APPROVED AS TO FORM: V~~ City Attorney--> First Publication: May l~, 1994 Second Publication: May 26. 1994 Published in the Edqewater Tribune 050594/1706[tatlc:edge\;ga\wheateng.ord 2 INTERGOVERNMENTAL AGREEMENT .-) J THIS AGREEMENT MADE AND ENTERED INTO THIS -~ ',,- DAY OF \!~\ i ,1994, by and between the city of Wheat Ridge, with offices at 7500 West 29th Avenue, Wheat Ridge, Colorado 80215, a Home Rule Municipality within the County of Jefferson, state of Colorado, hereinafter referred to as "Wheat Ridge", and the city of Edgewater, with offices at 2401 Sheridan Boulevard, Denver, Colorado 80214, County of Jefferson, state of Colorado, hereinafter referred to as "Edgewater", Wheat Ridge and Edgewater hereinafter sometimes referred to as the "Parties". WITNESSETH THAT: WHEREAS, sections 29-1-201 and 29-1-203 Colorado Revised sta- tutes, 1972, as amended, permit and encourage governments to make the most efficient use of their powers and responsibilities by cooperating and contracting with other governments to provide authorized services; and, WHEREAS, Edgewater has been granted a Hazard Elimination Grant from the Colorado Department of Transportation (CDOT or State) to upgrade existing signals in Edgewater located at West 20th Avenue and Depew Street, West 20th Avenue and Harlan street and West 24th Avenue and Pierce Street; and, WHEREAS, Edgewater does not have the professional engineering staff required to prepare plans and specifications to meet CDOT requirements and desires Wheat Ridge to do so; and, WHEREAS, Wheat Ridge's Engineering Division has the required expertise, skills, knowledge and equipment to provide professional engineering services required to design the traffic signal upgrades for Edgewater and prepare project specifications in accordance with CDOT standards, and WHEREAS, The Parties desire to cooperate to the fullest extent possible to ensure that engineering services required for design of the traffic signal project are accomplished in accordance with CDOT standards, and WHEREAS, Edgewater has applied for and been granted a Hazard Elimination Grant for the upgrading of traffic signals at 20th Avenue and Harlan Street, 20th Avenue and Depew street and 24th Avenue and pierce Street, and WHEREAS, Wheat Ridge has the expertise and knowledge to design the traffic signal upgrade and prepare project specifications in accordance with CDOT standards. NOW, THEREFORE, in order to accomplish the above stated desires, and in consideration of the mutual covenants and promises herein set forth, the Parties agree as follows: 1 1. Wheat Ridge agrees to design the traffic signal upgrade project and prepare project specifications in accordance with CDOT standards and requirements. Wheat Ridge will also attend the scoping, FIR, FOR and other meetings with CDOT and make changes to the plans and specifications as required by CDOT. 2. CIVIL RIGHTS. In compliance with Title VI of the civil Rights Act of 1964 and with section 162 (a) of the Federal Aid Highway Act of 1973, Wheat Ridge for itself, its assigns and successors in interest, agrees as follows: A. compliance with Regulations. Wheat Ridge shall comply with the Regulations of the Department of Transportation relative to nondiscrimination in federally-assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made part of this contract. B. Nondiscrimination. Wheat Ridge with regard to the work performed by it after award and prior to completion of the contract work, shall not discriminate on the grounds of race, color, sex, mental or physical handicap or national origin in the selection and retention of consultants or subconsultants, including procurements of materials and leases of equipment. Wheat Ridge shall not participate directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiations made by Wheat Ridge for work to be performed under a subcontract, including procurements of materials or equipment, each potential subconsultant or supplier shall be notified by Wheat Ridge of Wheat Ridge's obligations under this contract and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. D. Information and Reports. Wheat Ridge shall provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Wheat Ridge is in the exclusive possession of another who fails or refuses to furnish this information, Wheat Ridge shall so certify to the State, or the FHWA as appropriate, and shall set forth what efforts have been made to obtain the information. E. Sanctions for Noncompliance. In the event of Wheat 2 Ridge I S noncompliance with the of this contract, the state sanctions as it or the FHWA may including, but not limited to: nondiscrimination provisions will impose such contract determine to be appropriate, (1) withholding any payments to Wheat Ridge under the contract until Wheat Ridge complies, and/or; (2) Cancellation, termination or suspension of the contract, in whole or in part. F. Incor~o~ation of Provisions. Wheat Ridge shall include the provlslons of Paragraphs A through E ln every subcontract, including procurements of material and leases of equipment, unless exempted by the Regulations, orders or instructions issued pursuant thereto. Wheat Ridge shall take such provisions including sanctions for noncompliance; provided, however, that, in the event Wheat Ridge becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, Wheat Ridge may request the state to enter into such litigation to protect the interest of the state, and in addition, Wheat Ridge may request FHWA to enter into such litigation to protect the interests of the united states. 3. COMMENCEMENT AND COMPLETION OF THE WORK A. Wheat Ridge agrees to begin performance of the work on the date indicated in the state's written "Authorization to Proceed", as provided Paragraph B, herein. The date indicated on the "Authorization to Proceed" shall be the date upon which all contract time-count for completion of the work shall be based. B. Except as may be changed by supplemental contract, Wheat Ridge shall complete the work within 90 calendar days from the date set for commencement of the work in the written Authorization to Proceed, exclusive of all days for review and approvals by the state, or by other official agencies whose approval must be obtained by the state. All days lost for review shall be documented in Wheat Ridge'S certified progress reports. 4A. CLASSIFIED NATURE OF SERVICES. (1) Wheat Ridge understands that all services conf idential in character, and that as such, investigative results are not to be divulged in part in the form of press releases, public publication of technical papers by Wheat Ridge, employees or representatives. hereunder are details and whole or in statements, its agents, (2) Similarly, no detailed information about the proj ect shall be tendered to property owners, speculative and promotional interests or to the general public without written authority from the state and/or Edgewater. 3 4B. OWNERSHIP OF DOCUMENTS (1) All tracings, plans, specifications, estimates, reports, data and miscellaneous items purported to contribute to the completeness of the project shall be delivered to and become the property of the state and/or Edgewater. (2) Basic survey notes, sketches, charts, computations, and other data prepared hereunder shall be made available to the state, upon request, and become the property of the state and/or Edgewater. (3) All data received hereunder shall be made part of the state I s and or Edgewater I s permanent records and files and preserved therein. 4C. INSPECTIONS, REVIEWS AND AUDITS. (1) During all phases of the work and services to be provided hereunder, Wheat Ridge agrees to establish a working office at 7500 West 29th Avenue, Wheat Ridge, Co 80215 and permit duly authorized agents and employees of the state, FHWA and other agencies of the Federal Government to enter Wheat Ridge's offices after 5 days written notice for the purpose of inspections, review and audits of project records during normal working hours. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. This access shall also include Edgewater. (2) Wheat Ridge and its subconsultants shall maintain all books, documents, papers, accounting records and other evidence pertaining to cost incurred on the subject project and shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract, for inspection by the state, FHWA or any authorized representatives of the Federal Government and copies thereof shall be furnished if requested. 5. Wheat Ridge shall ensure that complete detailed plans for all structures, including but not limited to roadways and bridges, are submitted by Wheat Ridge to the state and bear a Professional Engineer's stamp or seal as required by Sections 12- 25-101 through 12-25-119, Colorado Revised Statutes, as amended, including section 12-25-117 regarding use of the professional engineer seal. 6. Wheat Ridge Public Works Department will maintain daily time sheets showing staff time directly associated with the traffic signal upgrade project. Copies of these time sheets will be forwarded to Edgewater with each billing for services. These billings will be submitted to Edgewater on a monthly basis. 7. Edgewater agrees to pay Wheat Ridge the hourly rate for 4 persons directly associated with the design plus an additional fifty (50%) for overhead. Payment shall be made to Wheat Ridge within 30 days of submission of the billing for payment. 8. Wheat Ridge estimates a total of 480 hours of staff time for design and preparation of plans and specifications to CDOT specifications, the scoping meeting and the FIR and FOR meetings and required plan changes. This time estimate is broken down as follows: position time senior Project Engineer Traffic Engineer Survey Crew (3 person) Engineering Assistant 100 hrs 80 hrs 120 hrs 180 hrs Total cost for Wheat Ridge's design services for this project shall not exceed $16,000.00 unless an adjustment is made as provided in section below. Costs for outside professional services, if required by CDOT, are not included in the above cost not to exceed. Edgewater agrees that any costs and time delays related to CDOT required professional services will be considered a change in scope of work and extra time for performance and compensation will be granted based upon actual delays and costs incurred by Wheat Ridge. 9. If CDOT or Edgewater changes the scope of work, or if there is an increase in either the cost of or the time for performance of the work, then an adjustment in contract terms may be negotiated and implemented by written supplemental contract. Any claims by Wheat Ridge for such adjustment must be made by Wheat Ridge to the state and Edgewater in writing describing the basis thereof prior to Wheat Ridge performing any work or incurring any cost to be covered in the anticipated supplemental contract. Any work performed or cost incurred by Wheat Ridge without first providing such notice and executing a supplemental contract shall be deemed to be covered by the compensation and time for performance provisions of this contract. 10. Each party shall be responsible for its own negligent acts. Wheat Ridge shall be solely responsible for the design of the traffic signal upgrades and shall be solely responsible for any liability resulting from or relating to said design. Each party shall reimburse the other party for any costs, expenses, or legal fees that either party may incur for any liability resulting from the negligent acts of the other party. 11. DISPUTES A. Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement will be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be 5 final and conclusive unless, within 30 days after the date of receipt of a copy of such written decision, Wheat Ridge mails or otherwise furnishes to the state a written appeal addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding under this clause, Wheat Ridge shall be afforded an opportunity to be heard and otherwise offer evidence in support of its appeal. pending final decision of a dispute hereunder, Wheat Ridge shall proceed diligently with the performance of the contract in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals will be final and conclusive. B. This disputes clause does not preclude consideration by a court of competent jurisdiction of questions of law in connection with decisions provided for in Paragraph A above, Nothing in this contract, however, shall be construed as making final the decision of any administrative representative, or board on a question of law. 12. The Agreement embodies the entire understanding of the Parties and shall be deemed to be a contract extending and bind- ing upon Parties hereto, their representatives, agents, adminis- trators, successors and assigns. 13. The construction and enforcement of this Agreement shall be governed by the laws of the state of colorado. 14. In the event either party fails to honor the agreements contained herein causing the other party to bring a court action, the substantially prevailing party shall be entitled to costs and reasonable attorney's fees. 15. TERMINATION AND ASSIGNMENT OF CONTRACT The right is reserved by the state and Edgewater to terminate this contract at any time upon written notice, in the event the project is to be abandoned or indefinitely postponed, or in the case the services or Wheat Ridge in the judgment of the state and/or Edgewater are unsatisfactory: or because of Wheat Ridge's failure to prosecute the work with diligence or within time limits specified. In any such case, the state and Edgewater will pay Wheat Ridge for work accomplished to date of termination as follows: (a) Lump Sum Contracts: the percentage of the total lump sum fee that represents the ratio of work performed to the total amount of work; (b) Cost Plus Fixed Fee contracts; incurred cost of actual work performed plus a percentage of the fixed fee that represents the ratio of work performed to the total amount of work in the contract; (c) Specific Rate of Compensation contracts: Incurred cost of actual work performed; (d) Price per Unit of Work contracts: The cost of each completed unit or work and/or a percentage of each partially completed unit of work. All work accomplished by Wheat Ridge prior to the date of such termination shall be recorded and tangible work documents 6 shall be transferred to and become the property of the state and Edgewater prior to payment for services rendered. A. Wheat Ridge warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this contract, and that it has not paid nor agreed to pay any company or person, other than bona fide employees working solely for Wheat Ridge any fee, commission, percentage, brokerage fee, gifts, or any kind of consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the state and Edgewater will have the right to annul this contract without liability, or, in its discretion to deduct from the contract price any consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. B. It is the intent hereunder to secure the personal services of Wheat Ridge, in manner aforesaid, and this contract shall not be assigned, sublet or transferred without the consent, in writing of the state and Edgewater. 7 ENTERED INTO this --.-:..:... day of ;--! I ~ \,~ 1994 , . ATTEST: CITY f?';"::"~ '\ i""" . ~ ~,;. ....:-:~~~;.~.t . . . ,/" ., ,r!,} ~/' ',". J.-.. " ':' . \ :~ .... - ,"- J ,<, , . '.- ! I t S. __ :.-_ t t ~.~ ~ . " .' I \ .;:.. , ".,1 ~. \'" .~', "~ .,.... ....~ ~~...' - ., t" ,"~ ;.....~ '!'>. \.~.,.~ ~. , '~~1 ~ V ~'I" " OF WHEAT RIDGE CITY OF WHEAT RIDGE A COLORADO MUNICIPAL CORPORATION ~~ DAN WILDE, MAYOR \, \ '--" ~ Wanda Sang, " City Clerk APPROVED AS TO FORM: ~/~. .JjAiJpdh~ city Att rne CITY OF EDGEWATER CITY OF EDGEWATER A COLORADO MUNICIPAL CORPORATION R~-w Vv\~ ROGER lOLA, MAYOR / .'./ - .......'-'/. '- < " { ( / / __.L; f \~ / ,j ; , ,;: City Clerk JULIE A. CALVERT, APPROVED AS TO FORM: ~ :/ ~ city Attorney / 0' 8 ,t'Q (J i,v fL6/-: uX) 1-/::' /-/Z-Yy: STATE OF COLORADO Region 6 2000 SOUTH HOllY STREET Denver, Colorado 80222 HOS 0006 (90) - 9330~ --- - - DEPARTMENT OF TRANSPORTATION July 8, 1994 Mr. Bob Martin Director of Public Works City of Edgewater 5845 West 25th Avenue Edgewater, Colorado 80214 Dear Mr. Martin: Enclosed are two fully executed copies of the fully executed contract between Edgewater and Wheat Ridge for project HOS 0006(90), 20th at Depew and Harlan and 24th at Pierce. These contracts have been approved for Federal participation effective May 23, 1994. If you have any questions, please contact the Region 6 Business Office at 757-9691. Sincerely, ~R-DUGAN Business Manager ~ NSO/no Enclosure 7/;/5 ()c.hC /7,J-/kc~rz-<1-f{~rJ ~ ,//wc_ud culf). fJ~ dc..5'{ ;"v .2/v /. /ix JA--4 u+ .1-s {v€ II A- :> /' 5 L.. f . ~ t.""u //:,...-.......c......-rfto:.v /+~cf f/1-/5 {!CA..J f'l-Ac-t- k //:"'9 /1/-~17 Z J /9'/;2 INTERGOVERNMENTAL AGREEMENT j" ! THIS AGREEMENT MADE AND ENTERED INTO THIS __ '\ ,e\ DAY OF "1,\ '\ ,1994, by and between the city of Wheat Ridge, with offices at 7500 West 29th Avenue, Wheat Ridge, Colorado 80215, a Home Rule Municipality within the County of Jefferson, state of Colorado, hereinafter referred to as "Wheat Ridge", and the city of Edgewater, with offices at 2401 Sheridan Boulevard, Denver, Colorado 80214, County of Jefferson, state of Colorado, hereinafter referred to as "Edgewater", Wheat Ridge and Edgewater hereinafter sometimes referred to as the "Parties". WITNESSETH THAT: WHEREAS, sections 29-1-201 and 29-1-203 Colorado Revised sta- tutes, 1972, as amended, permit and encourage governments to make the most efficient use of their powers and responsibilities by cooperating and contracting with other governments to provide authorized services; and, WHEREAS, Edgewater has been granted a Hazard Elimination Grant from the Colorado Department of Transportation (COOT or State) to upgrade existing signals in Edgewater located at West 20th Avenue and Depew Street, West 20th Avenue and Harlan street and West 24th Avenue and pierce street; and, WHEREAS, Edgewater does not have the professional engineering staff required to prepare plans and specifications to meet COOT requirements and desires Wheat Ridge to do so; and, WHEREAS, Wheat Ridge's Engineering Division has the required expertise, skills, knowledge and equipment to provide professional engineering services required to design the traffic signal upgrades for Edgewater and prepare project specifications in accordance with CDOT standards, and WHEREAS, The Parties desire to cooperate to the fullest extent possible to ensure that engineering services required for design of the traffic signal project are accomplished in accordance with CDOT standards, and WHEREAS, Edgewater has applied for and been granted a Hazard Elimination Grant for the upgrading of traffic signals at 20th Avenue and Harlan Street, 20th Avenue and Oepew Street and 24th Avenue and pierce street, and WHEREAS, Wheat Ridge has the expertise and knowledge to design the traffic signal upgrade and prepare project specifications in accordance with COOT standards. NOW, THEREFORE, in order to accomplish the above stated desires, and in consideration of the mutual covenants and promises herein set forth, the Parties agree as follows: 1 1. Wheat Ridge agrees to design the traffic signal upgrade project and prepare project specifications in accordance with CDOT standards and requirements. Wheat Ridge will also attend the scoping, FIR, FOR and other meetings with CDOT and make changes to the plans and specifications as required by CDOT. 2. CIVIL RIGHTS. In compliance with Title VI of the civil Rights Act of 1964 and with section 162 (a) of the Federal Aid Highway Act of 1973, Wheat Ridge for itself, its assigns and successors in interest, agrees as follows: A. Compliance with Regulations. Wheat Ridge shall comply with the Regulations of the Department of Transportation relative to nondiscrimination in federally-assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made part of this contract. B. Nondiscrimination. Wheat Ridge with regard to the work performed by it after award and prior to completion of the contract work, shall not discriminate on the grounds of race, color, sex, mental or physical handicap or national origin in the selection and retention of consultants or subconsultants, including procurements of materials and leases of equipment. Wheat Ridge shall not participate directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. C. Solicitations for subcontracts, Includinq Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiations made by Wheat Ridge for work to be performed under a subcontract, including procurements of materials or equipment, each potential subconsultant or supplier shall be notified by Wheat Ridge of Wheat Ridge's obligations under this contract and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. D. Information and Reports. Wheat Ridge shall provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Wheat Ridge is in the exclusive possession of another who fails or refuses to furnish this information, Wheat Ridge shall so certify to the state, or the FHWA as appropriate, and shall set forth what efforts have been made to obtain the information. E. sanctions for Noncompliance. In the event of Wheat 2 Ridge's noncompliance with the of this contract, the state sanctions as it or the FHWA may including, but not limited to: nondiscrimination provisions will impose such contract determine to be appropriate, (1) Withholding any payments to Wheat Ridge under the contract until Wheat Ridge complies, and/or; (2) Cancellation, termination or suspension of the contract, in whole or in part. F. Incorporation of Provisions. Wheat Ridge shall include the prov~s~ons of Paragraphs A through E ~n every subcontract, including procurements of material and leases of equipment, unless exempted by the Regulations, orders or instructions issued pursuant thereto. Wheat Ridge shall take such provisions including sanctions for noncompliance; provided, however, that, in the event Wheat Ridge becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, Wheat Ridge may request the state to enter into such litigation to protect the interest of the state, and in addition, Wheat Ridge may request FHWA to enter into such litigation to protect the interests of the United states. 3. COMMENCEMENT AND COMPLETION OF THE WORK A. Wheat Ridge agrees to begin performance of the work on the date indicated in the state's written "Authorization to Proceed", as provided Paragraph B, herein. The date indicated on the "Authorization to Proceed" shall be the date upon which all contract time-count for completion of the work shall be based. B. Except as may be changed by supplemental contract, Wheat Ridge shall complete the work within 90 calendar days from the date set for commencement of the work in the written Authorization to Proceed, exclusive of all days for review and approvals by the state, or by other official agencies whose approval must be obtained by the state. All days lost for review shall be documented in Wheat Ridge'S certified progress reports. 4A. CLASSIFIED NATURE OF SERVICES. (1) Wheat Ridge understands that all services hereunder are confidential ~n character, and that as such, details and investigative results are not to be divulged in whole or in part in the form of press releases, public statements, publication of technical papers by Wheat Ridge, its agents, employees or representatives. (2) Similarly, no detailed information about the proj ect shall be tendered to property owners, speculative and promotional interests or to the general public without written authority from the State and/or Edgewater. 3 48. OWNERSHIP OF DOCUMENTS (1) All tracings, plans, specifications, estimates, reports, data and miscellaneous items purported to contribute to the completeness of the project shall be delivered to and become the property of the state and/or Edgewater. (2) Basic survey notes, sketches, charts, computations, and other data prepared hereunder shall be made available to the state, upon request, and become the property of the state and/or Edgewater. (3) All data received hereunder shall be made part of the state's and or Edgewater' s permanent records and files and preserved therein. 4C. INSPECTIONS, REVIEWS AND AUDITS. (1) During all phases of the work and services to be provided hereunder, Wheat Ridge agrees to establish a working office at 7500 West 29th Avenue, Wheat Ridge, Co 80215 and permit duly authorized agents and employees of the state, FHWA and other agencies of the Federal Government to enter Wheat Ridge's offices after 5 days written notice for the purpose of inspections, review and audits of project records during normal working hours. Reviews may also be accomplished at meetings that are arranged at mutually agreeable times and places. This access shall also include Edgewater. (2) Wheat Ridge and its subconsultants shall maintain all books, documents, papers, accounting records and other evidence pertaining to cost incurred on the subject project and shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract, for inspection by the state, FHWA or any authorized representatives of the Federal Government and copies thereof shall be furnished if requested. 5. Wheat Ridge shall ensure that complete detailed plans for all structures, including but not limited to roadways and bridges, are submitted by Wheat Ridge to the state and bear a Professional Engineer'S stamp or seal as required by sections 12- 25-101 through 12-25-119, Colorado Revised statutes, as amended, including section 12-25-117 regarding use of the professional engineer seal. 6. Wheat Ridge Public Works Department will maintain daily time sheets showing staff time directly associated with the traffic signal upgrade project. copies of these time sheets will be forwarded to Edgewater with each billing for services. These billings will be submitted to Edgewater on a monthly basis. 7. Edgewater agrees to pay Wheat Ridge the hourly rate for 4 persons directly associated with the design -plus an additional fifty (50%) for overhead. Payment shall be made to Wheat Ridge within 30 days of submission of the billing for payment. 8. Wheat Ridge estimates a total of 480 hours of staff time for design and preparation of plans and specifications to COOT specifications, the scoping meeting and the FIR and FOR meetings and required plan changes. This time estimate is broken down as follows: position time senior Project Engineer Traffic Engineer Survey Crew (3 person) Engineering Assistant 100 hrs 80 hrs 120 hrs 180 hrs Total cost for Wheat Ridge's design services for this project shall not exceed $16,000.00 unless an adjustment is made as provided in section below. Costs for outside professional services, if required by CDOT, are not included in the above cost not to exceed. Edgewater agrees that any costs and time delays related to CDOT required professional services will be considered a change in scope of work and extra time for performance and compensation will be granted based upon actual delays and costs incurred by Wheat Ridge. 9. If COOT or Edgewater changes the scope of work, or if there is an increase in either the cost of or the time for performance of the work, then an adjustment in contract terms may be negotiated and implemented by written supplemental contract. Any claims by Wheat Ridge for such adjustment must be made by Wheat Ridge to the state and Edgewater in writing describing the basis thereof prior to Wheat Ridge performing any work or incurring any cost to be covered in the anticipated supplemental contract. Any work performed or cost incurred by Wheat Ridge without first providing such notice and executing a supplemental contract shall be deemed to be covered by the compensation and time for performance provisions of this contract. 10. Each party shall be responsible for its own negligent acts. Wheat Ridge shall be solely responsible for the design of the traffic signal upgrades and shall be solely responsible for any liability resulting from or relating to said design. Each party shall reimburse the other party for any costs, expenses, or legal fees that either party may incur for any liability resulting from the negligent acts of the other party. 11. DISPUTES A. Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement will be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be 5 final and conclusive unless, within 30 days after the date of receipt of a copy of such written decision, Wheat Ridge mails or otherwise furnishes to the state a written appeal addressed to the Executive Director of the Department of Transportation. In connection with any appeal proceeding under this clause, Wheat Ridge shall be afforded an opportunity to be heard and otherwise offer evidence in support of its appeal. pending final decision of a dispute hereunder, Wheat Ridge shall proceed diligently with the performance of the contract in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals will be final and conclusive. B. This disputes clause does not preclude consideration by a court of competent jurisdiction of questions of law in connection with decisions provided for in Paragraph A above, Nothing in this contract, however, shall be construed as making final the decision of any administrative representative, or board on a question of law. 12. The Agreement embodies the entire understanding of the Parties and shall be deemed to be a contract extending and bind- ing upon Parties hereto, their representatives, agents, adminis- trators, successors and assigns. 13. The construction and enforcement of this Agreement shall be governed by the laws of the state of Colorado. 14. In the event either party fails to honor the agreements contained herein causing the other party to bring a court action, the substantially prevailing party shall be entitled to costs and reasonable attorney's fees. 15. TERMINATION AND ASSIGNMENT OF CONTRACT The right is reserved by the state and Edgewater to terminate this contract at any time upon written notice, in the event the project is to be abandoned or indefinitely postponed, or in the case the services or Wheat Ridge in the judgment of the state and/or Edgewater are unsatisfactory: or because of Wheat Ridge'S failure to prosecute the work with diligence or within time limits specified. In any such case, the state and Edgewater will pay Wheat Ridge for work accomplished to date of termination as follows: (a) Lump Sum Contracts: the percentage of the total lump sum fee that represents the ratio of work performed to the total amount of work; (b) Cost Plus Fixed Fee contracts; incurred cost of actual work performed plus a percentage of the fixed fee that represents the ratio of work performed to the total amount of work in the contract; (c) specific Rate of Compensation contracts: Incurred cost of actual work performed; (d) Price per Unit of Work contracts: The cost of each completed unit or work and/or a percentage of each partially completed unit of work. All work accomplished by Wheat Ridge prior to the date of such termination shall be recorded and tangible work documents 6 shall be transferred to and become the property of the state and Edgewater prior to payment for services rendered. A. Wheat Ridge warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this contract, and that it has not paid nor agreed to pay any company or person, other than bona fide employees working solely for Wheat Ridge any fee, commission, percentage, brokerage fee, gifts, or any kind of consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the state and Edgewater will have the right to annul this contract without liability, or, in its discretion to deduct from the contract price any consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. B. It is the intent hereunder to secure the personal services of Wheat Ridge, in manner aforesaid, and this contract shall not be assigned, sublet or transferred without the consent, in writing of the state and Edgewater. 7 ENTERED INTO this , ,I day of \! " \ , 1994. CITY OF WHEAT RIDGE ATTEST: k~-~~~~ h.~ ~.~l ~.~'A /,~ "~' f ,.~. '\\/ \ . ......, te- l.';":;" ,....-, .'- Jot I j' i \. L. ,', ~(>;"; ~')l t~." I J \""......"'...;~"'-. ; ,,,!l ! . ...., /';' . \ 'v' , "', I -.......... ......^ \C. r',lt ~~ f'-' J A ~; ~ih"~~ 0., "~., '---- 'I . J, Wanda Sang, City Clerk '-.~ '.. \ \ APPROVED AS TO FORM: ~-1)d~ city Att neY CITY OF WHEAT RIDGE A COLORADO MUNICIPAL CORPORATION ~~ DAN WILDE, MAYOR CITY OF EDGEWATER //_, , (, .>'(~ (, ct I ." '. ,/ ,aULIE A. CALVERT, City Clerk APPROVED AS TO FORM: /' ~~~. r;- ~ city Attorney CITY OF EDGEWATER A COLORADO MUNICIPAL CORPORATION (;Jr' m~ ROG R lOLA, MAYOR IJ I' /-' / ,'" ,~"..J ,I"" I "'--,_.....~1. _ tl/...k / _ "c :':)--;_ -- .,,==r:=ft " .',"~' r; ~ _..' ...i ! . ~- ~ /7 ;. /1~~;/./-'1!(. H" ,'_______ 8 RESOLUTION NO. 1405 Series of 1994 TITLE: A RESOLUTION AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT WITH THE CITY OF EDGEWATER FOR THE PROVISION OF PROFESSIONAL ENGINEERING SERVICES FOR THE DESIGN OF TRAFFIC SIGNALS AT VARIOUS LOCATIONS IN EDGEWATER. WHEREAS, section 14.2 of the Home Rule Charter of Wheat Ridge provides express authority to enter into Intergovernmental Agreements providing for cooperative efforts between governments; and WHEREAS, The City Elimination Grant for signalized intersections of Edgewater has been granted a Hazard the reconstruction and upgrading of in the City of Edgewater (Project); and WHEREAS, Edgewater does not engineering staff required to prepare for the Project to CDOT standards; and have the professional plans and specifications WHEREAS, The city of Edgewater has asked the city of Wheat Ridge to provide professional engineering services for the design of the project to CDOT requirements; and WHEREAS, Wheat Ridge's Engineering Division has the required knowledge and expertise to provide professional engineering services to design the Project for Edgewater and prepare project specifications for Edgewater; and WHEREAS, in order to insure that Wheat Ridge staff costs related to provision of professional engineering services to the City of Edgewater for the Project are reimbursed to the City of Wheat Ridge, it is necessary to enter into an Intergovernmental Agreement with the city of Edgewater. NOW, THEREFORE, BE IT RESOLVED that: Sec. 1. The Mayor of the City of Wheat Ridge is hereby authorized to execute an intergovernmental agreement with the City of Edgewater for provision of professional engineering services required to design the Project for Edgewater. DONE AND RESOLVED THIS 23rd day of May, 1994. . ~~ Dan Wilde, Mayor ATTEST: OFFIce OF tHE CITY CLERK WHEAT RIDG&. CO 80033 c . THIS IS A TRUE AND CORRECT !::: \ ,-;' \ COPY (EXAC'I') OF THE ORIGINAL <:.J (, ~ ~ .,' .' \ \ DOCUMENT IN MY CUSTODY. \ .'" ' ... I I ,- , , ., . '-'.1. ~_. ! \ '. , J DA~ :::, , L':, \ '-\ "-I. ~4 . ( \ .. '.^ '.. \........Jt .J,.,.....) ,,' \ ';J) '.J:...... C~j;,-;~(/ WANDA SANG. CIlY CLERK .......-...::,~,..... -'-, -) - - City of Edgewater OFFICE OF THE CITY CLERK ~/ STATE OF COLORADO ) ) COUNTY OF JEFFERSON) ) CITY OF EDGEWATER ) SSe CERTIFICATE I, Julie A. Calvert, City Clerk of the City of Edgewater, Colorado, do hereby certify that the attached is a true and correct copy of Ordinance #6-94 which was passed on final reading Mav 19, 1994. In witness whereof I have hereunto set my hand and the seal of the City of Edgewater this 8th day of June, 1994. l ( l ~ {/~ ,/ c: ( t' LC 4:. City Clerk r" 2401 SHERIDAN BOULEVARD' EDGEWATER, COLORADO 80214 . 303/238.7803 EXT 10 FAX 303:238.7192