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HomeMy WebLinkAboutC05-289 Western Eagle County Metropolitan Recreation District NUUNTENANCESERVICESAGREEMENT FOR FREEDOM PARK (BERRY CREEK/l\ULLER RANCH RECREATIONAL SITE) This Maintenance Services Agreement ("Agreement") for Freedom Park (Berry CreeklMiller Ranch Recreational Site) dated this ~ day of OL\\)v::::'~.~ , 2005, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners (the "County"), and the Western Eagle County Metropolitan Recreation District, a quasi-municipal corporation and a political subdivision of the State of Colorado, by and through its Board of Directors (the "District"). RECITALS WHEREAS, the County owns property located in Edwards, Colorado, more particularly described as Tract C, Berry CreekIMiller Ranch Planned Unit Development, Eagle County Colorado (the "Property") WHEREAS, the parties previously entered into that certain Agreement Regarding Provision of Maintenance Services for Berry Creek Recreational Site dated May 4, 2004 (the "Maintenance Agreement"); and WHEREAS, the parties subsequently entered into that certain Lease Agreement by and between Eagle County and Western Eagle County Metropolitan Recreation District (Berry Creek / Miller Ranch Site) dated May 3,2005 (the "Lease Agreement"); and WHEREAS, the Lease Agreement specifically superceded the Maintenance Agreement; and WHEREAS, the Lease Agreement noted that ". . . the County and the District desire to address the responsibility for maintenance services for the Property in a separate agreement to be drafted at a later date . . .;" and WHEREAS, the parties intend that this Agreement shall set forth the District's maintenance responsibility as it pertains to the Property (excluding the athletic fields); and WHEREAS, this Intergovernmental Agreement is authorized pursuant to Section 18 of Article XIV of the Colorado Constitution, 932-1-1001, C.R.S., and other applicable laws. AGREEMENT Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1 1. Scope of the Services: a) Areas included in the Scope of Services: Skate park, playground, volleyball courts, grounds surrounding pond, support facilities including shelters, restrooms, trash containers, bike path. b) The District shall provide all labor, materials and equipment necessary to perform and complete the services described in the form attached hereto as Exhibit A - Freedom Park Maintenance Services Frequency Requested, and incorporated herein by reference (the "Services"). In the event of any conflict between this Agreement and any maintenance-related provisions of the Lease Agreement, the terms of this Agreement shall prevail. Generally, the Services shall consist of the following: 1. Fertilization. II. Grounds: Mowing, trash pickup, weed trim, empty trash containers, inspect, operate and repair irrigation system. Ill. Restrooms (cleaning and maintenance): Daily cleaning (approximately April- October) in morning and afternoon, stock, inventory and replace paper products as needed, minor repairs of facilities, report major repairs including vandalism, replace light bulbs as needed. IV. Playground maintenance: Daily inspection, monthly inspections with written report suitable for verification of compliance with ASTM and CPSC standards, refill of safety surface material, mowing surrounding turf areas, trash pickup, minor repairs to playground equipment. v. Skate Park maintenance: Daily inspection, minor repairs, trash pickup, mowing, sweep concrete areas once per week, irrigation system operation, inspection and repairs. VI. Volleyball Courts: Daily inspection, repairs to net or poles, trash pickup, rake and level sand weekly. Vll. Shelter: Trash pickup, sweep concrete surfaces weekly, report deterioration of poles or roof as required. Snow removal is excluded c) The District shall, upon commencement of the Services, provide a maintenance task list and schedule outlining contracted services for the Property to the County, detailing the type and location of the Services to be performed. d) The District shall submit the name of the project manager responsible for supervising the Services. 2 e) In the event the County finds any Services performed by the District defective or deficient, the District will take steps to correct the work in a timely manner. If the District defaults or neglects to carry out the Services in accordance with the Agreement and fails within a seven (7) day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by the County or a Change Order shall be issued deducting the cost of correction from payments due the District. 2. Time of Performance and Termination: a) The initial term of this Agreement is from the date the Agreement is executed by the County to December 31, 2005. The Services shall commence on , 2005, or as otherwise agreed to by the parties. The Agreement shall automatically renew for an additional one (1) year term commencing January 1 of each consecutive year for four (4) additional years. b) The parties are governmental entities and 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 the County and the District before the commencement of the applicable renewal term. Notwithstanding anything to the contrary contained in this Agreement, no payment shall be made to the District for any Services provided after December 31, 2005, 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 29-1-10 1 et seq.). c) Either Party may terminate this Agreement, with or without cause, by giving the other party written notice of its intention to terminate, specifying the effective date of the termination, at least thirty (30) days prior to the date of termination. Notwithstanding the foregoing, the County may terminate this Agreement immediately upon the District's failure to perform, subject to the notice requirements set forth in section lee). In the event the County terminates this Agreement for any reason, the County shall pay the District for actual work completed by the District up to and including the date of termination. 3. Estimated Annual Man-hours Required to Complete Services. - Skate park: 4 hrs per week - Playground: 8 hrs per week - Volleyball courts: 1.5 hrs per week - Grounds: 20 hours per week 3 - Bike path: 2 hrs per week - Shelters: 1 hr per week - Restrooms: 12 hrs per week Total man-hour requirements: 48.5 hours per week 4. Annual Cost. Compensation and Payment: a) The parties agree that costs associated with the below listed Services shall be shared equally by the County and the District as follows: 1. Restrooms (cleaning and maintenance): Daily cleaning (approximately April- October) in morning and afternoon, stock, inventory and replace paper products as needed, minor repairs of facilities, report major repairs including vandalism, replace light bulbs as needed. 11. Skate Park maintenance: Daily inspection, minor repairs, trash pickup, mowing, sweep concrete areas once per week, irrigation system operation, inspection and repairs. 111. Volleyball Courts: Daily inspection, repairs to net or poles, trash pickup, rake and level sand weekly. IV. Shelter: Trash pickup, sweep concrete surfaces weekly, report deterioration of poles or roof as required. b) The County shall pay for Services according to the hourly unit price of $25.00 per hour. Notwithstanding, the tasks listed in paragraph 4.a).i. through iv., shall be based on $12.50 per hour, representing the parties agreement in sharing the cost of the District performing those Services. c) District shall be paid as follows: 1. The District shall invoice the County monthly, in arrears, for the Services. The County shall pay within thirty (30) days of billing. 11. All invoices will be sales tax free because the County is a governmental entity exempt from such taxes. Ill. The District 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. 4 5. Project Management: Each party shall have a designated project manager. The District's initial project manager shall be its Recreation Director. The County's initial project manager shall be its Director of Facilities Management or his/her designee. Any and all correspondence between the parties regarding or relating to this Agreement shall be between and among the project managers. Either party may designate a different project manager by notice in writing to the other party. 6. Indeoendent District: 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. The District shall be, and shall perform as, an independent District. No agent, subcontractor, employee, or servant of the District shall be, or shall be deemed to be, an employee, agent or servant of County. The District shall be solely and entirely responsible for its acts and for the acts of the District's agents, employees, servants and subcontractor during the performance of this Agreement. 7. No Subcontracting: No Assignment: The District may not subcontract or delegate any part of the Services or substitute subcontractors without obtaining the County's prior written consent. 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. Insurance: At all times during the initial term of this Agreement, and any renewal terms, the District shall procure and maintain insurance against claims for injuries to persons or damages to property, which may arise in connection with the District's provision of the Services. The bodily and personal injury limits of such policies shall be no less that the statutory limitations as defined in the Colorado Governmental Immunity Act, ~24-1 0- 114, C.RS., or such other amounts as provided by law. 9. Indemnification: To the fullest extent permitted by law, the District shall indemnify, defend, and hold harmless the County, its 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 provision of the Services, but only to the extent such claim is not caused by the negligent act of the County during the performance of this Agreement. The parties agree that nothing contained herein waives or is intended to waive any protections that may be applicable to the District or the County under the Governmental Immunities Act, ~24-10-101 et seq., C.RS., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws. 10. 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: 5 a) District: Steve Russell Recreation Director Western Eagle County Metropolitan District P.O. Box 246 Eagle, Colorado 81631 b) County: Jason Hasenberg Eagle County Facilities Management Eagle County PO Box 850 Eagle, CO 81631 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. 11. Miscellaneous: a) 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. This Agreement with attachments 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. These Agreements 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. b) 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 Eagle County District Court. c) 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. d) The District shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. e) The parties understand and agree that Section 20 of Article X of the Colorado Constitution contains certain restrictions on multiple fiscal year financial obligations. Therefore, unless otherwise specified herein, the financial obligations of the County and the District under the provisions of this Agreement 6 are expressly contingent upon such funds being appropriated, budgeted, reserved and otherwise made available each year on an annual basis. In the event the County or District fails to appropriate, budget or otherwise make such funds available in any year to fulfill the obligations under this Agreement, the other party may terminate this Agreement. f) The County and County's authorized representatives shall at all times have the right to enter upon and inspect the Property. g) This Agreement may be signed in counterparts, and each counterpart will be considered an original. This Agreement may be executed by facsimile signature. 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 CO ,COMMISSIONERS \ I By: ClerIC to the of Am M. Menconi, Chairman County Commissioners WESTERN EAGLE COUNTY METROPOLITAN RECREATION DISTRICT: ATTfST: , / k .. .. ~ ' . !! ,/} 1'10 /'/ t \. I i !i ,f i! f\ ,I 1/ V l -I 1(/II;1,~1 By: Se4;t: B~ard Of~i;~Qrl '; '; (/ ",j 7 Exhibit A Freedom Park Maintenance Services Frequency Requested (Check those services and frequency desired.) Daily Weekly Monthly Fertilization 0 Pond area 0 0 Native area 0 0 Skate park/shelter area 0 Mowing 0 Skate parklplayground area 0 0 0 0 Pond area 0 0 0 0 Other: 0 0 0 Trasb/Utterlwaste pick up 0 Skate parklplayground area 0 0 0 0 Parking lots 0 0 0 0 Pond area 0 0 0 0 Road way 0 0 0 0 Other: 0 0 0 Irrigation Maintenance 0 Pre-season preparation (one time) 0 In season maintenance 0 0 0 0 Post-season shut down (one time) 0 Supplies, equipment at cost Weed Trimming 0 Requested areas: 0 0 Restrooms 0 Cleaning 0 0 0 0 Supplies, equipment at cost Playground 0 Inspections 0 0 0 0 Replace, restore surface material 0 0 0 Skate Park 0 Inspections 0 0 0 0 Repairs as needed 0 0 0 8