HomeMy WebLinkAboutC03-040 Edwards Metropolitan DistrictCU3-~0-U~
INTERGOVERNMENTAL AGREEMENT
BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO
AND
THE EDWARDS METROPOLITAN DISTRICT
FOR SNOW REMOVAL IN EDWARDS, COLORADO
This Intergovernmental Agreement, is made and entered into this ~ day of
u~ , , 2003, by and between the County of Eagle, State of Colorado, a body corporate
and politic cting by and through its Board of County Commissioners ("Eagle County"), and the
EDWARDS METROPOLITAN DISTRICT, a special district of the State of Colorado acting by
and through its Board of Directors ("Edwards Metro District").
WHEREAS, the Constitution and laws of the State of Colorado permit and encourage
local governmental entities to cooperate with each other to make the most efficient and effective
use of their powers and responsibilities; and
WHEREAS, Eagle County and Edwards Metro District enter into this Agreement under
the authority of local governments of the State of Colorado to contract with one another. C.R.S.
§29-1-201, et seq., Article XIV, Section 18 of the Colorado Constitution; and
WHEREAS, Eagle County owns and operates a regional trail system running through
portions of Edwards, Colorado; and
WHEREAS, Eagle County and Edwards Metro District desire to maintain and keep open
sections of the regional trail system through Edwards during the winter months; and
WHEREAS, Edwards Metro District desires to maintain a portion of the Edwards
regional trail in the winter months, by arranging and paying for the cost of snow removal; and
WHEREAS, the cooperation of Edwards Metro District in providing such services will
mutually benefit the residents and taxpayers of both entities.
NOW, THEREFORE, for and in consideration of the mutual promises and other
considerations contained herein, the adequacy of which is hereby acknowledged, the parties
agree as follows:
1. Snow Plow Service. Eagle County shall enter into an agreement with athird-
party contractor for the removal of snow from that specific section of the Eagle County Regional
Trail System known as the "East Edwards Trail" which begins on the southeast comer of the
Highway 6 and I-70G Spur Road in Edward, running parallel with the Eagle Rive, and ending at
Cemetery Road near Berry Creek Middle School. The East Edwards Trail, including one spur
trail to the Old Edwards Estate bridge, is 1.33 miles long (approximately 7031 feet) and includes
a 12' wide bridge over the Eagle River ("East Edwards Trail Bridge") that has a vehicle weight
limit of 10,000 pounds. This agreement shall require the third-party contractor to plow after
each one-inch (1 ") or greater snowfall and shall be at a minimum width of eight (8) feet. A copy
of the third-party agreement is attached hereto as Exhibit "A."
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2. Costs of Service. Eagle County shall directly reimburse the third-party contractor
pursuant to the terms and conditions of Exhibit "A." Eagle County shall provide requests for
reimbursement to Edwazds Metro District on a quarterly basis or more or less frequently as
determined by the parties. Edwazds Metro District shall pay in full all such requests for
reimbursement in a timely manner after presentment by Eagle County. Except for the
reimbursement responsibility as specifically stated herein, Edwazds Metro District shall have no
responsibility for the care or quality of the work performed by third-party contractor pursuant to
Exhibit "A."
3. Term. Edwazds Metro agrees to reimburse Eagle County for its payments to
third-party contractor pursuant to Exhibit "A" through December 31, 2003, unless eazlier
terminated as provided herein.
4. Appropriations Required. The parties hereto agree that this Agreement is
contingent upon all funds necessary for the performance of this Agreement being budgeted,
appropriated and otherwise made available. It is expressly understood that any financial
obligations that may arise hereunder, whether direct or contingent, shall only extend to payment
of monies duly and lawfully appropriated by the governing body of either party. Should any of
the parties fail to undertake the project because necessary funds have not been budgeted or duly
appropriated, this Agreement maybe terminated by either party.
5. Notices. Any notices, demands or other communications required or permitted to
be given hereunder shall be given in writing, delivered personally or sent by first class mail,
postage prepaid, addressed to the parties at the addresses set forth below or at such other address
as either party may hereafter designate by written notice to the other party given in accordance
herewith.
Eagle County: Brad Higgins
Director, Road and Bridge
Eagle County
PO Box 250
Eagle, CO 81631
With a copy to:
Eagle County Attorney's Office
500 Broadway
P.O. Box 850
Eagle, Colorado 81631
Edwards Metro
District: Edwards Metropolitan District
c/o Robertson and Mazchetti P.C.
P.O. Box 600
Edwazds, Colorado 81632
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•
Notice will be deemed given on the date of delivery or three business days after
deposit in a U. S. Postal Service depository.
6. Severability. It is understood and agreed by the Parties hereto that if any part,
term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in
conflict with any federal laws or any law of the State of Colorado, the validity of the remaining
portions or provisions shall not be affected, and the rights and obligations of the Parties shall be
construed and enforced as if the Agreement did not contain the particulaz part, term or provisions
held to be invalid.
7. Integration. This Agreement is intended as the complete integration of all
understandings between the parties and constitutes the entire Agreement between the parties
hereto. No prior or contemporaneous addition, deletion or other amendment shall have any force
of effect, unless embodied herein in writing.
8. Termination. This Agreement maybe terminated by any party, with or without
cause, upon 30-days notice given by the terminating party.
9. Modification. Modification or waiver of this Agreement or of any covenant,
condition, or provision herein contained shall not be valid unless in writing and duly executed by
the parties herein.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the date first above
written.
ATTEST:
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A~; , , ~(`
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
Clerk to the Bo"azd of
County Commissioners
ATTEST:
Clerk to the Boazd
BOAR
By:
EDWARDS METROPOLITAN DISTRICT,
By and Through Its BOARD OF DIRECTORS
By:
Jo . McCaulley
Pre ' nt of the Boazd
•
AGREEMENT REGARDING PROVISION OF MAINTENANCE SERVICES
FOR
SNOW PLOWING OF REGIONAL TRAIL IN EDWARDS
This Agreement Regarding Provision of Professional Services For Trail Sweeping Services dated
as of , 2003, is between the County of Eagle, State of Colorado, a body corporate and
politic, by and through its Board of County Commissioners ("County"), and Mountain Maintenance
("Contractor").
A. Contractor has submitted to County a Proposal for performing the Services (defined in Section 1) and
represented that it has the expertise and personnel necessary to properly and timely perform the
Services.
B. Contractor and County intend by this Agreement to set forth the Scope of the responsibilities of the
Contractor in connection with the Services and related terms and conditions to govern the relationship
between the Contractor and County in connection with the Services.
AGREEMENT
Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree
to the following:
Scope of the Services: Contractor's Services consists of those services performed by the
Contractor, Contractor's Employees and Contractor's subcontractors. The Contractor shall
provide all labor, materials and equipment necessary to perform and complete the Services
described herein ("Services"):
a) Mountain Maintenance shall be responsible for the removal of snow from that specific
section of the Eagle County Regional Trail System known as the "East Edwards Trail" which
begins on the southeast corner of the Highway 6 and I-70G Spur Road in Edward, running parallel
with the Eagle Rive, and ending at Cemetery Road near Berry Creek Middle School. The East
Edwards Trail, including one spur trail to the Old Edwards Estate bridge, is 1.33 miles long
(approximately 7031 feet) and includes a 12' wide bridge over the Eagle River ("East Edwards
Trail Bridge") that has a vehicle weight limit of 10,000 pounds.
a) The East Edwards Trail shall be plowed after each one inch (1") snowfall. Plowing shall
be at a minimum width of eight (8) feet. The East Edwards Trail shall be plowed in a manner that
allows the snowmelt to drain cross-slope off of the trail and without undue impact to adjacent
property. The East Edwards Trail Bridge shall only be plowed using an all-terrain vehicle
mounted with a plow blade to avoid damage to the bridge decking and to avoid exceeding weight
limits.
b) Potential but related extra work beyond the scope described in items a) and b) above may
requested from the contractor. This extra work would be paid for by the agreed upon hourly rate,
and called out as a separate item on the regular monthly invoice.
d) The contractor hereby acknowledges that he/she is able to provide the snow plowing
services for the East Edwards trail.
e) Contractor shall submit the names and qualifications of all maintenance personnel and
any subcontractors proposed to do the work. The county shall have the right to approve
of all proposed personnel and subcontractors prior to commence of any work.
•
f) The Parties hereto recognize that the scope of the Services may change. When the
Contractor believes that the scope of the Services has been changed or that by reason of a
decision of County it will be required to redo properly completed Services, the Contractor
shall immediately advise County of such belief and shall also provide a statement of the
maximum additional charges for such Services. The Contractor shall not be entitled to be
paid for any such additional Services unless and until County agrees in writing that the
scope of the Services has changed and accepts the statement of the maximum additional
charges.
2. Contractor's Professional Level of Care: The Contractor shall be responsible for the quality and
completeness of the Services. The fact that the County has accepted or approved the Contractor's
Services shall not relieve the Contractor of any of its responsibilities. The Contractor and its
subconsultants shall perform the Services in a skillful, professional and competent manner and in
accordance with the standards of care, skill and diligence applicable to snow removal services
providers with respect to similar Services.
Time of Performance and Termination:
a) The initial term of this Agreement is from the date the contract is executed by County to
May 31, 2003. Servicing shall commence upon the date of execution of this contract.
The parties recognize that County is a governmental entity and that all obligations
beyond the current fiscal year are subject to funds being budgeted and appropriated. The
rates of compensation provided hereunder shall not change during a renewal period
unless approved in writing by County and Contractor before the commencement of the
renewal term.
b) County may terminate this Agreement immediately, in whole or in part, for its
convenience upon providing notice to the Contractor. Such termination shall be effective
upon receipt of the notice by Contractor or upon such other date as specified by County.
c) Notwithstanding anything to the contrary contained in this Agreement, no charges shall
be made to County nor shall any payment be made to Contractor for any Services done
after May 31, 2003, without the written approval of the County in accordance with a
budget adopted by the Board of County Commissioners in accordance with the provisions
of Article 25 of Title 30 of the Colorado Revised Statues and the Local Government
Budget Law (C.R.S 29-1-101 et seq.).
4. Compensation and Payment: In consideration of its performance of the Services, the Contractor
shall be paid as follows:
a) County shall pay $50.00 per hour for services to plow 1.30 miles of trail including the
bridge over the Eagle River.
Contractor shall bill monthly, in arrears, for the services. Additional services shall be
billed monthly according to the above fee.
b) Rates established in the agreement shall remain in effect during the duration of the
agreement and shall apply to all services rendered under the agreement including repair
services. Any change in rates will only occur at the beginning of a renewal period if
previously agreed to by the County and Contractor in writing.
•
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c) Invoices shall describe the Services performed. Upon request, Contractor shall provide
County with such other supporting information as County may request.
d) All invoices will be sales tax free because County is a government exempt from such
taxes.
e) The Contractor shall maintain comprehensive, complete and accurate records and
accounts of its performance relating to this Agreement for a period of three (3) years
following final payment hereunder, which period shall be extended at County's
reasonable request. County shall have the right within such period to inspect such books,
records and documents upon demand, with reasonable notice and at a reasonable time, for
the purpose of determining, in accordance with acceptable accounting and auditing
standards, compliance with the requirements of this Agreement and the law.
5. Project Management: Ira Weiss of Mountain Maintenance shall be designated as Contractor's
Project Manager for the Services. County's Road and Bridge Director shall be responsible for
this Agreement. All correspondence between the parties hereto regarding this project shall be
between and among the project managers. Either party may designate a different project manager.
by notice in writing.
6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that
nothing contained in this Agreement shall result in, or be construed as establishing, an
employment relationship. Contractor shall be, and shall perform as, an independent contractor.
No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be,
the employee, agent or servant of County, The Contractor shall be solely and entirely responsible
for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during
the performance of this Agreement.
7. No Subcontracting; No Assignment: The Contractor understands and hereby acknowledges that
County is relying primarily upon the expertise and personal abilities of Contractor. Contractor
may not subcontract or delegate any part of the Services or substitute subcontractors without
County's written consent, which consent County may exercise in its sole discretion. Neither
Contractor nor its subcontractors may assign its interest in the Agreement or in its subcontract,
including the assignment of any rights or delegation of any obligations provided therein, without
the prior written consent of County, which consent County may withhold in its sole discretion,
provided that County hereby consents to any assignment to a successor entity to Contractor and to
an assignment to an entity affiliated (by ownership) with Contractor. Except as so provided, this
Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective
successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any
third party. Unless specifically stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or responsibility under the
Agreement.
8. Ownership of Documents: Records of Service provided under this Agreement shall be given to
County at its request.
9. Insurance: At all times during the term of this Agreement, Contractor shall maintain the
following insurance:
a) Type of Insurance Coverage Limits
b) Comprehensive Liability
c) Workers' Compensation
L'
$1,000,000 minimum
As required by Colorado law
c) All insurance required hereby shall be issued by an insurance company or companies
authorized to do business in the State of Colorado. The Contractor shall deliver
certificates of required insurance to the County within fifteen (15) calendar days of
execution of this Agreement by the Board.
d) Before permitting any subcontractor to perform any Services under this Agreement,
Contractor shall either (1) require each of his subcontractor to procure and maintain,
during the life of his subcontracts, insurance which meets the requirements for the
Contractor herein, or (2) provide for insurance of the subcontractor in Contractor's own
policies in the amounts required herein above.
10. Indemnification: Within the limits allowed by law, Contractor shall indemnify the County for,
and hold and defend the other party and its officials, boards, officers, principals and employees,
harmless from all costs, claims and expenses, including reasonable attorney's fees, arising from
claims of any nature whatsoever made by any person in connection with the acts or omissions, or
representations by, the Contractor. This indemnification shall not apply to claims by third parties
against the County to the extent that the County is liable to such third party for such claim
without regard to the involvement of the Contractor.
The Contractor acknowledges that in agreeing to the foregoing indemnification, County is relying
on, and does not waive or intend to waive, the monetary limitations, or any other rights,
immunities and protections provided by the Colorado Governmental Immunity Act, (C.R.S §24-
10-101 et seq.), as from time-to-time amended or as otherwise available to County, its
commissioners, officers and employees, all of which rights, immunities and protections County
expressly retains.
11. Notices: Any notice and all written communications required under this Agreement shall be
given in writing by personal delivery, FAX or mail to the appropriate party at the following
addresses:
a) Contractor: Mountain Maintenance
PO Box 1946
Edwards, CO 81632
Phone: 926-5544
Fax: 926-5544
b) County: Brad Higgins
Director, Road and Bridge
Eagle County
PO Box 250
Eagle, CO 81631
Phone: 328-3540
Fax: 328-3546
c) Notices shall be deemed given on the date of delivery if delivered by personal delivery or
delivery service such as Federal Express or United Parcel Service, or three days after the
date of deposit, first class postage prepaid, in an official depository of the U.S. Postal
Service.
12. Miscellaneous:
a) The Contractor shall not discriminate against any employee or applicant for employment
to be employed in the performance of this Agreement on the basis of race, color, religion,
national origin, sex, ancestry, physical handicap, sexual orientation, age, political
affiliation or family responsibility. The contractor shall require all consultants to agree to
the provisions of this subparagraph.
b) The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement, warranty or
agreement as to any matter other than those herein expressed and set forth herein. This
Agreement embodies the entire understanding and agreement of the parties, and there are
no further or other agreements or understandings, written or oral, in effect between them
relating to the subject matter hereof. This Agreement may not be amended, including by
any modification or, deletion from or addition to the scope of the Services, except by a
written document of equal formality executed by both parties hereto.
c) This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Colorado, without reference to choice of law rules. The parties agree that
venue in any action to enforce or interpret this Agreement shall be in the District Court in
the 5th District for the State of Colorado.
d) This Agreement does not and shall not be deemed to confer upon or grant to any third
party any right enforceable at law or equity arising out of any term, covenant, or
condition herein or the breach thereof.
e) If either party pursues legal action in connection with a breach of this
Agreement, the prevailing party shall be entitled to its costs and expenses,
including reasonable attorney fees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
ATTEST:
By:
Clerk to the Board of Michael L. Gallagher, Chairman
County Commissioners
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CONTRACTOR
By:
print name.
print title _
GENERAL CONDITIONS
1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities,
permits, licenses, transportation, and other facilities and services necessary for proper execution
and completion of the Work.
2. If Contractor fails to obtain the tax exemption(s) applicable to public works
projects from sales, consumer, use and similar taxes, Contractor shall pay the same. Owner
(County) will cooperate with Contractor to obtain tax exemption for this project.
3. Contractor shall be responsible for having taken steps reasonably necessary to
ascertain the nature and location of the Work, and the general and local conditions which can
affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from
responsibility for successfully performing the Work without additional expense to the Owner.
Owner assumes no responsibility for any understanding or representations concerning conditions
made by any of its officers, employees or agents prior to the execution of this Agreement, unless
such understanding or representations are expressly stated in the Agreement.
4. Before commencing activities, Contractor shall: (1) verify field conditions; (2)
carefully compare this and other information known to Contractor with the Agreement; and (3)
promptly report errors, inconsistencies or omissions discovered to Owner.
5. Contractor shall supervise and direct the Work, using Contractor's best skill and
attention. Contractor shall be solely responsible for and have control over construction means,
methods, techniques, sequences and procedures, and for coordinating all portions of the Work.
6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names
of subcontractors and suppliers for each portion of the Work.
7. No charge shall be made by Contractor for hindrances or delays from any cause
whatever during the progress of any portion of the Work, unless such hindrance or delay is
caused in whole or in part by acts or omissions within the control of Owner. In any event,
Owner may grant an extension of time for the completion of the Work, provided it is satisfied
that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts
of omission or commission by the Owner, provided that such extensions of time shall in no
instance exceed the time actually lost to Contractor by reason of such causes, and provided
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further that Contractor shall have given Owner immediate (as determined by the circumstances,
but not exceeding 72 hours) notice in writing of the cause of the detention or delay.
8. Contractor shall deliver, handle, store and install materials in accordance with
manufacturers' instructions.
9. Contractor warrants to Owner that: (1) materials and equipment furnished under
the Agreement will be new and of good quality; (2) the Work will be free from defects not
inherent in the quality required or permitted; and (3) the Work will conform to the requirements
of the Agreement.
10. Contractor shall comply with and give notices required by all federal, state and
local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If
the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building
codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility
for such Work and shall bear the attributable costs. Contractor shall promptly notify Owner in
writing of any conflicts between the specifications for the Work and such governmental laws,
rules and regulations.
11. Contractor shall keep the premises and surrounding area free from accumulation
of debris and trash related to the Work.
12. Before permitting any of his subcontractors to perform any Work under this
contract, Contractor shall either (a) require each of his subcontractors to procure and maintain
during the life of his subcontracts, Subcontractor's Public Liability and Property Damage
Insurance of the types and in the amounts as maybe applicable to his Work, which type and
amounts shall be subject to the approval of the Owner, or (b) insure the activities of his
subcontractors in his own policy.
13. To the fullest extent permitted by law, Contractor shall indemnify and hold
harmless Owner, its board, commissioners, employees and the agents of any of them, from and
against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising
out of or resulting from performance of the Work, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction
of tangible property (other than the Work itself) including loss of use resulting therefrom, but
only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a
subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they
maybe liable.
14. The performance of the Work maybe terminated at any time in whole, or from
time to time in part, by Owner for its convenience. Any such termination shall be effected by
delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to
which performance of the Work is terminated and the date upon which termination becomes
effective. After receipt of a Notice of Termination, and except as otherwise directed by Owner,
Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of
such notice and of such requests in implementation thereof as Owner may make, to assure the
efficient, proper closeout of the terminated Work (including the protection of Owner's property).
Among other things, Contractor shall, except as otherwise directed or approved by Owner:
a. stop the Work on the date and to the extent specified in the Notice of
Termination;
b. place no further orders or subcontracts for services, equipment or materials except
as maybe necessary for completion of such portion of the Work as is not terminated;
c. terminate all orders and subcontracts to the extent that they relate to the
performance of Work terminated by the Notice of Termination;
d. assign to Owner, in the manner and to the extent directed by it, all of the right,
title and interest of Contractor under the orders or subcontracts so terminated, in which
case Owner shall have the right to settle or pay any or all claims arising out of the
termination of such orders and subcontracts;
e. with the approval of Owner, settle all outstanding liabilities and all claims arising
out of such termination or orders and subcontracts; and
f. deliver to Owner, when and as directed by Owner, all documents and all property
which, if the Work had been completed, Contractor would be required to account for or
deliver to Owner, and transfer title to such property to Owner to the extent not akeady
transferred.
In the event of such termination, there shall be an equitable reduction of the Contract Price to
reflect the reduction in the Work and reflecting the costs incurred by Contractor to terminate and
demobilize, together with reasonable overhead and profit thereon, and no cost incurred after the
effective date of the Notice of Termination shall be treated as a reimbursable cost unless it relates
to carrying out the unterminated portion of the Work or taking closeout measures.
