HomeMy WebLinkAboutC06-176
INTERGOVERNMENTAL AGREEMENT
AMONG
THE COUNTY OF EAGLE, STATE OF COLORADO
AND
EDWARDS METROPOLITAN DISTRICT
AND
BERRY CREEK :METROPOLITAN DISTRICT
A1~
ARROWHEAD METROPOLITAN DISTRICT
AND
CORDILLERA METROPOLITAN DISTRICT
AND
LAKE CREEK METROPOLITAN DISTRICT
FOR
THE FINAL ENGINEERING DESIGN OF EDWARDS SPUR ROAD
This futergovemmental Agreement ("Agreement") is made and entered into this P ::3
day of /11 ~, , 2006, by and among the County of Eagle, State of Colorado, a body
corporate and ItlC, by and through Its Board of County CommIssIoners (heremafter "County")
and the Edwards Metropolitan District, a Colorado Special District, acting by and through its
Board of Directors (hereinafter "Edwards Metro"), Berry Creek Metropolitan District, a
Colorado Special District, acting by and through its Board of Directors (hereinafter "Berry
Creek") Arrowhead Metropolitan District, a Colorado Special District, acting by and through its
Board of Directors (hereinafter "Arrowhead"), Cordillera Metropolitan District, a Colorado
Special District, acting by and through its Board of Directors (hereinafter "Cordillera") and Lake
Creek Metropolitan District, a Colorado Special District, acting by and through its Board of
Directors (hereinafter "Lake Creek"). Collectively these entities are also referred to as the
"Parties," individually these entities are referred to as defined above or as "Party."
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. 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 final
engineering design of road improvements including a north roundabout, a south roundabout, and
an Edwards Spur Road/Miller Ranch Road roundabout on 1-70G road, also referred to as
Edwards Spur Road (hereinafter the "Final Road Design") which will benefit the residents and
taxpayers of each of the Parties to this Agreement; and
WHEREAS, the Final Road Design is defined as the surveying, and engineering design,
of the 1-70G (Edwards Spur Road) consisting of a north side 1-70 interchange roundabout, a
south side 1-70 interchange roundabout, and a south roundabout connecting to Miller Ranch
Road and the "Northstar Center"; and
Page 1 of8
WHEREAS, it is understood and agreed by the Parties that the anticipated costs for the
Final Road Design shall be allocated as follows: 32% Edwards Metro; 11.5% Berry Creek; 3%
Arrowhead; 2% Cordillera; 1.5% Lake Creek; and 50% the County; and
WHEREAS, the total anticipated rnaximum projected cost for the Final Road Design is
$500,000; and
WHEREAS, the Parties acknowledge that all Parties' participation in the Final Road
Design is only for the final engineering design phase, and no guarantee is offered that the
roundabouts will be constructed or that any Party hereto will participate in the funding of such
construction.
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 FINAL ROAD DESIGN. The Final Road Design is defined as
the design surveying and engineering design of the I -70G (Edwards Spur Road) consisting of a
north side 1-70 interchange roundabout, a south side 1-70 interchange roundabout, a south
roundabout connecting to Miller Ranch Road and the "Northstar Center," and all of the
associated interconnecting and tie-in roads, as shown in Exhibit A, Final Road Design Scope,
as attached herein. The Parties have determined that the Final Road Design will benefit the
residents and taxpayers of each entity which is a party to this Agreement and that it would be
beneficial for the Final Road Design to be designed during the summer of 2006. It is further
understood and agreed upon by the Parties that this Agreement is only for the Final Design of
said improvements, and that the improvements will not be constructed or otherwise funded under
this Agreement. The Parties agree that the completion of the Final Road Design is a crucial step
to the feasibility for the actual construction of said project. The costs of the design and
construction of the Final Road Design 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 the
Final Road Design shall be allocated as follows: 32% Edwards Metro; 11.5% Berry Creek; 3%
Arrowhead; 2% Cordillera; 1.5% Lake Creek; and 50% the County. The total anticipated
maximum projected cost for the Final Road Design is $500,000. Based upon the total maximum
projected costs, each Party's total maximum financial commitment shall be as follows: Edwards
Metro contributes $160,000; Berry Creek contributes $57,500; Arrowhead contributes $15,000;
Cordillera contributes $10,000; Lake Creek contributes $7,500; and the County contributes
$250,000. The Parties agree that the maximum obligation of Edwards Metro, Berry Creek,
Arrowhead, Cordillera, Lake Creek 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.
P~ge 2 of8
3. APPROPRIATION OF FUNDS. In order to allow for Final Road Design to occur
in 2006, the Parties agree as follows:
A. County shall appropriate, upon approval by the Board of County Commissioners,
$250,000 for this project to be funded in the Spring of2006. County's maximum
obligation to the Final Road Design is $250,000, however County will enter into a
contract and shall guarantee the total amount of this contract with the understanding
that Edwards Metro, Berry Creek, Arrowhead, Cordillera and Lake Creek shall
appropriate and deliver to County their agreed upon contributions as set forth herein;
B. Edwards Metro shall appropriate, upon approval of its Board of Directors,
$160,000 for this project;
C. Berry Creek shall appropriate, upon approval of its Board of Directors, $57,500
for this project.
D. Arrowhead shall appropriate, upon approval of its Board of Directors, $15,000 for
this project. Arrowhead shall appropriate and pay such funds no later than January
15,2007.
E. Cordillera shall appropriate, upon approval of its Board of Directors, $10,000 for
this project.
F. Lake Creek shall appropriate, upon approval of its Board of Directors, $7,500 for
this project.
4. FUNDING OF THE PROJECT. The County, Edwards Metro, Berry Creek,
Arrowhead, Cordillera and Lake Creek 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 sufficient funds to the County to be placed in a segregated or designated account or
subaccount ("Funding Account") to meet its financial obligations hereunder.
5. ADMINISTRATION OF PROJECT. The County shall administer any design and
related activities pertaining to the project in a diligent, good, workmanlike and timely manner.
The County shall submit to Edwards Metro, Berry Creek, Arrowhead, Cordillera and Lake Creek
written monthly status reports and be available to meet monthly (if needed) to report and answer
questions regarding the status of the design schedule, and to offer input. All Parties to this
Agreement shall have an opportunity to review and provide input on the design and plans for the
Final Road Design. Such input shall be provided within thirty (30) days of receipt of the design
and/or plans.
6. FINAL RECONCILIATION. Within thirty (30) days of "Substantial Completion"
(defined herein as the date upon which the County determines that the Final Road Design is
substantially complete) of the Final Road Design, the County shall prepare and present to
Edwards Metro, Berry Creek, Arrowhead, Cordillera and Lake Creek a final reconciliation
("Final Reconciliation") setting forth the project costs and expenditures. Ifupon Substantial
Completion excess money is available in the Funding Account, the County shall, within thirty
Page 3 of8
(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.
7. STATUS AFTER COMPLETION. Upon Substantial Completion the County shall
own the Final Road Design. Construction of the improvements contemplated in the Final Road
Design will be funded, if at all, through future contracts or agreements. Edwards Metro, Berry
Creek, Arrowhead, Cordillera and Lake Creek will have no further responsibilities for the Final
Road Design, or for the construction of or funding of the improvements contemplated therein,
after Final Reconciliation. The Party's percentages mentioned above shall in no way set any
precedent as future funding percentages for construction ofthe improvements. Furthermore, the
Parties acknowledge that this Agreement is for the purpose of funding the Final Road Design
costs for the Edwards Spur Road only and that this Agreement does not establish any precedent
for any other purposes.
8. ASSIGNABILITY. This Agreement may not be assigned or delegated without the
prior written consent of the Parties.
9. 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 Party
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 Colorado Governmental Immunity Act, Section 24-10-101, et seq., C.R.S.
10. NO THIRD 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.
11. NONWAIVER OF RIGHTS. No waiver of default by the Parties of any ofthe
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.
12. 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.
13. 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
or effect, unless embodied herein in writing.
Page 4 of8
14. MODIFICATION. Modification or waiver ofthis Agreement or of any covenant,
condition, or provision herein contained shall not be valid unless in writing and duly executed by
the Parties hereto.
15. 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.
16. 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.
17. 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.
18. APPROPRIATION LIMITATION. 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.
Page 5 of8
19. 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 (2) Edwards Metropolitan District
Eagle County Attorney Board of Directors
P.O. Box 850 Edwards Metropolitan District
Eagle, Colorado 81631 28 Second Street, Suite 213
Fax: (970) 328-8699 Edwards, CO 81632
Phone: (970) 328-8685 Fax: (970) 926-6040
Phone: (970) 926-6060
and and
(3) Berry Creek Metropolitan District (4) Arrowhead Metropolitan District
Board of Directors Board of Directors
Berry Creek Metropolitan District Arrowhead Metropolitan District
PO Box 1058 PO Box 600
Edwards, CO 81632 Edwards, CO 81632
Fax: (970) 926-6040 Fax: (970) 926-6040
Phone: (970) 926-6060 Phone: (970) 926-6060
and and
(5) Cordillera Metropolitan District (6) Lake Creek Metropolitan District
Board of Directors Board of Directors
Cordillera Metropolitan District Lake Creek Metropolitan District
PO Box 925 PO Box 600
Edwards, CO 81632 Edwards, CO 81632
Fax: (970) 926-5577 Fax: (970) 926-6040
Phone: (970) 926-1923 Phone: (970) 926-6060
and
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.
Page 6 of8
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures this
day of m~~ ,2006.
ATTEST: COUNTY OF EAGLE, STATE OF COLORADO
By and Through Its
BOARD OF COUNTY COM1\tlISSIONERS
Clerk to the Board of
County Commissioners
EDW ARDS
By:
ATTEST: BERRY CREEK METROPOLITAN DISTRICT
By:
ATTEST: ARROWHEAD METROPOLITAN DISTRICT
By:
ATTEST: CORDILLERA METROPOLITAN DISTRICT
ATTEST: LAKE CREE~tTROPOL"7 AN DISTRICT
'/
"
I
By:
EXHIBIT A
FINAL ROAD DESIGN SCOPE
.....; : . ..,':.," ,: ....... , . ... '. .' .> . '. :. "'. .....'
, . "" :" .' '.' ..,'. .;".' .
.. .. ,', ' ., '.' .' '. , , . '. .
. . ',' . .'
. .' :..' ",. 0 ' '.
..; .
'. .. . ,
'. . .
." .
,.
. . ,.. : ".
..
, . ..' ' .. " .'
. .,' .. '"
.' . .' . .
. ., W , .
, , :. .. ..... '.
. .... . .-
, .. .. .. .
.' ,.
. '" .. .
.. " .
. .>~.'
,'. " " ..
. <.' . .
'... .. ....... .; ';
". . " I'....
. H
.:. .- ,.. .... ;l .'.
'. ..' ',' , :
\ .. .. .... , .
.... . ..., .' : J' :'. . .... : ;''':;'~:'. .... .
... . . "'. :;:, :. . "'.:; ,: ' .
.. .. , ,". " '. ...'. .:: .' rl'\'
.; . . ";:, .,.' 110 (I)
.. '. " . '. . :."',.
",: . :, ';.. '.' ..:<., . '.. . ... . . . . ;,'. ','." ...... .
. '. ,X ..' ..' '.' " ,'. . .' . .
.'. ...." .. '., ,,' . ;," '. ,.' . .......... .:f>.... '.' .
.' ...... '. .... .",' :... .. . .. .; ", .'. ..' '. .. . '. ..' ........ .... ',> .......
.. '. . . .. ':. '". . ......;. ..' '.' .
, ".': '. ,'.:. . . .' .' . ." ." : . .'. '. . .':. '. ..'. . . . .', . . .
, . ':" '.. ..... . ". ". . . .'. , . .'
.,
Page 8 of8
