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HomeMy WebLinkAboutC03-101 Eagle-Vail Metropolitan District IGA•` • • INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND TRAER CREEK METROPOLITAN DISTRICT AND EAGLE-NAIL METROPOLITAN DISTRICT FOR THE CONSTRUCTION OF PEDESTRIAN TRAIL IlVIPROVEMENTS ALONG HIGHWAY 6 This Intergovernmental Agreement is made and entered into this<~~~~ day of(~~~~~ 2003, by and between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners (hereinafter "County") and Traer Creek Metropolitan District, a Colorado Special District, acting by and through its Board of Directors (hereinafter "Traer Creek") and Eagle-Vail Metropolitan District, a Colorado Special District, acting by and through its Board of Directors (hereinafter "Eagle-Vail"). Collectively these entities are also referred to as the "Parties." 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, the Parties 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, the Parties to this Agreement desire to share the costs for the construction of a pedestrian trail system on Highway 6 (hereinafter the "Trail Improvements") which will benefit the residents and taxpayers of each of the Parties to this Agreement; and WHEREAS, the Trail Improvements are defined as the engineering design, surveying, and construction of, including all necessary permits and approvals, a pedestrian path approximately one (1) mile in length. This path shall be constructed along State Highway 6 from its intersection with Eagle Vail Road (approximate Milepost 171) east to the terminus to be located approximately at the "mini Eisenhower" golf cart tunnel under State Highway 6; and WHEREAS, it is understood and agreed by the Parties that the anticipated costs of construction of the Trail Improvements shall be allocated as follows: 40%Traer Creek; 35% Eagle- Vail; and 25% the County; and WHEREAS, the total maximum projected cost for the construction of the Trail Improvements is $500,000; and WHEREAS, the Parties acknowledge that all Parties' participation in the Trail Improvements is conditioned upon the receipt of the Town of Avon's agreement that neither Traer ~ • • Creek nor any other party to the Annexation Agreement (as described in Paragraph 5) shall be obligated to provide funding for the construction of Future Roundabouts (as described in Paragraph 5) and upon receipt of BNP Paribas' consent to the amendment of the Annexation Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and other consideration contained herein, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1. DESCRIPTION OF TRAIL IMPROVEMENTS. The Trail Improvements are defined as the engineering design, surveying, and construction of, including all necessary permits and approvals, a pedestrian path approximately one (1) mile in length. This path shall be constructed along State Highway 6 from its intersection with Eagle Vail Road (approximate Milepost 171) east to the terminus to be located approximately at the "mini Eisenhower" golf cart tunnel under State Highway 6. The portion of the Trail Improvements which begins at Stone Creek and runs east to the "mini Eisenhower" golf cart tunnel will be designed and constructed on the south side of State Highway 6. The Parties have determined that the Trail Improvements will benefit the residents and taxpayers of each entity which is a party to this Agreement and that it would be beneficial for the Trail Improvements to be designed during the winter of 2002-2003 and constructed during the summer of 2003. The costs of the design and construction of the Trail Improvements shall be shared by the Parties to this Agreement as set forth in Paragraph 2. 2. COST SHARING. It is understood and agreed by the Parties that the costs of construction ofthe Trail Improvements shall be allocated as follows: 40%Traer Creek; 35% Eagle- Vail; and 25% the County. It is further understood that County will contribute the engineering, design, surveying, and construction management of the Trail Improvements in addition to its 25% cash contribution to the construction of the Trail Improvements. The total maximum proj ected cost for the construction of the Trail Improvements is $500,000. Based upon the total maximum projected costs, each party's total maximum fmancial commitment shall be as follows: Traer Creek contributes $200,000; Eagle-Vail contributes $175,000; and the County contributes $125,000. The Parties agree that the maximum obligation of Traer Creek, Eagle-Vail ,and the County are the amounts set forth above and that such Parties shall not be deemed to owe their percentage for an amount greater than the anticipated total project cost of $500,000, unless an alternative agreement is entered into in writing by the Parties. In the event that the total costs are less than $500,000, each party's share shall be reduced based on the percentage allocation set forth above. 3. APPROPRIATION OF FUNDS. In order to allow for construction of the Trail Improvements to occur in 2003, the Parties agree as follows: A. County shall appropriate, upon approval by the Board of County Commissioners, $500,000 for this project to be funded in March, 2003. County's maximum obligation to the construction of the path is $125,000, however County will enter into a construction contract and shall guarantee the total amount of this contract with the 2 `~ ~. • understanding that Traer Creek and Eagle-Vail shall appropriate and deliver to County their agreed upon contributions as set forth herein; B. Traer Creek shall appropriate, upon approval of its Board of Directors, $200,000 for this project, which will include $4,000 for its attorney's fees. The amount of $196,000 will be funded and remitted to the County in late September, 2003, subject to the satisfaction of the conditions set forth in Paragraph 5; C. Eagle-Vail shall appropriate, upon approval of its Board of Directors, $175,000 to be funded in late September, 2003, subject to the satisfaction ofthe conditions set forth in Paragraph 5. 4. FUNDING OF THE PROJECT. The County, Traer -Creek and Eagle-Vail each individually represents and warrants to the other parties that upon approval of its Board and at the time specified above, it will appropriate and deliver to County to be placed in a segregated or designated account or subaccount ("Funding Account") sufficient funds to meet its financial obligations hereunder. 5. ANNEXATION AGREEMENT. The Parties to this Agreement acknowledge that pursuant to that certain Annexation and Development Agreement dated 1998, and subsequently amended, among the Town of Avon, Traer Creek and certain private parties (hereinafter the "Annexation Agreement"), Traer Creek is obligated to cooperate with Eagle-Vail or some other appropriate entity in the construction of two (2) roundabouts at the intersection of Stone Creek Drive and Highway 6 and at the intersection of Eagle Road and Highway 6 (hereinafter "Future Roundabouts") up to a maximum of $250,000 per roundabout. The Parties acknowledge that all Parties' participation in the Trail Improvements is conditioned upon the receipt of the Town of Avon's agreement that neither Traer Creek nor any other party to the Annexation Agreement shall be obligated to provide funding for the Future Roundabouts and upon receipt of the consent of BNP Paribas to this amendment of the Annexation Agreement. 6. ADMINISTRATION OF PROJECT. The County shall administer any design and construction related activities pertaining to the project in a diligent, good, workmanlike and timely manner. The County shall prepare a construction budget and construction schedule for the project and submit it to Traer Creek and Eagle-Vail prior to construction. It shall submit to Traer Creek and Eagle-Vail written monthly status reports and be available to meet monthly (if needed) to report and answer questions regarding the status of the construction budget and the construction schedule. All Parties to this Agreement shall have an opportunity to review and provide input on the design and plans for the Trail Improvements. Such input shall be provided within thirty (30) days of receipt of the design and/or plans. 7. FINAL RECONCILIATION. Within thirty (30) days of "Substantial Completion" (defined herein as the date upon which the County determines that the Trail Improvements are substantially complete) of the Trail Improvements, the County shall prepare and present to Traer Creek and Eagle-Vail a final reconciliation ("Final Reconciliation") setting forth the project costs 3 r . . ~i and expenditures. If upon Substantial Completion excess money is available in the Funding Account, the County shall, within thirty (30) days of Substantial Completion, remit payment to all parties based on each party's percentage allocation of costs set forth in Section 2 herein. 8. STATUS AFTER COMPLETION. Upon Substantial Completion the County shall own the Trail Improvements. Maintenance of the Trail Improvements will be funded pursuant to future arrangements between the County and Eagle-Vail. Traer Creek will have no maintenance responsibilities for the Trail Improvements, nor will Traer Creek own the Trail Improvements. 9. ASSIGNABILITY. This Agreement may not be assigned or delegated without the prior written consent of the Parties. 10. RELATIONSHIP OF THE PARTIES. By executing this Agreement, no party shall be deemed to assume any liability for intentional or negligent acts, errors, or omissions of another party or any officer or employee thereof. No agent, employee or volunteer of any parry hereto shall be deemed an agent, employee or volunteer of any other party under this Agreement. Nothing herein is intended to or waives any party's immunities at law, including provisions of the Governmental Immunity Act. 11. NO THIItD PARTY BENEFICIARIES. Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages or the right to bring or maintain any action at law, nor does any party waive its immunities at law, including immunity granted under the Colorado Governmental Immunity Act. 12. NONWAIVER OF RIGHTS. No waiver of default by the Parties of any of the terms, covenants, and conditions hereof to be performed, kept and observed by the other Parties shall be construed, or shall operate as a waiver of any subsequent default of any of the terms, covenants, or conditions herein contained, to be performed, kept and observed by the other Parties. 13. SEVERABILITY. It is understood and agreed by and between the Parties that if any covenant, condition or provision contained in this Agreement is held to be invalid by any court of competent jurisdiction, or otherwise appears to be invalid, such invalidity shall not affect the validity of any other covenant, condition or provision herein contained; provided however, that the invalidity of any such covenant, condition or provision does not materially prejudice any of the Parties in their respective rights and obligations contained in the remaining valid covenants, conditions and provisions of this Agreement. 14. 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. 4 ,. : ,,, i • 15. 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. 16. CAPTIONS. The headings and sections and paragraphs are included only for convenience and reference. If any conflict between any heading and the text of this Agreement exists, the text shall control. 17. INDEMNIFICATION. To the extent allowable by state law, the Parties agree that each shall indemnify the other, their officers, employees and agents from and against any claims, damages, losses or expenses which are the result of negligent acts or omissions of their respective officers, employees or agents in connection with this Agreement. 18. GOVERNING LAW AND JURISDICTION. This Agreement and all disputes arising hereunder shall be governed by the internal laws of the State of Colorado and the Parties agree that venue and jurisdiction over any claim arising from this Agreement shall lie in the courts of the Fifth Judicial District of Colorado. In the event of litigation, the prevailing party shall be entitled to its attorney's fees and costs. 19. APPROPRIATION LIlVIITATION. 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 at the times set forth in Paragraph 3. 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 each of the Parties. Should any of the Parties fail to undertake the project because necessary funds have not been budgeted or duly appropriated, this Agreement may be terminated by any of the Parties to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made in respect of any period after any December 31 of each calendar year during the term of this Agreement, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with applicable provisions of law. 20. NOTICE. Any written notice required by this Agreement shall be deemed delivered on the happening of any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: (1) Eagle County Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 Fax: (970) 328-8699 Phone: (970) 328-8685 5 -. • • and (2) Traer Creek Metropolitan District Board of Directors Traer Creek Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Fax: (970) 748-8900 Phone: (970) 949-6776 and (3) Eagle-Vail Metropolitan District Board of Directors Eagle-Vail Metropolitan District P.O. Box 5660 Avon, Colorado 81620 Fax: (970) 949-5400 Phone: (970) 949-0520 All Parties shall have the right, by giving written notice to the others, to change the address at which its notices are to be received. 6 ...... .~ H • • WITNESS WHEREOF, the Parties hereto have affixed their signatures thisL~ day of ~ , 2003. ATTEST: ;clerk to the Board of County Commissioners ATTEST: c ~ ~ a~ 0 oto~~~ COUNTY OF EAGLE, STATE OF COLORADO By and Through Its BOAR] By: TRAER CREEK METROPOLITAN DISTRICT e,- ATTEST: EAGLE-NAIL METROPOLITAN DISTRICT By: