No preview available
HomeMy WebLinkAboutC06-177 INTERGOVENMENT AL AGREEMENT Regarding Road Maintenance Between Routt County and Eagle County This Intergovernmental Agreement Regarding Road Maintenance (the "Agreement") dated as of :?-, 2006 is between Routt County, Colorado ("Routt") and Eagle County, Colorado 'Eagle"). Recitals A. Routt has requested Eagle to perform routine maintenance of the following Routt County roads (the "Maintained Roads"): Routt County Road No. and Name Location Approx. Miles RCR 1 - Antelope Flats TIS R84W SECT 35-36 4.0 RCR 2 - Copper Spur TIS R83W SECT 34-35 1.3 RCR 4 - Conger Mesa TIS R83W SECT 16,21,29,32 4.5 RCR 4A - Cinder Pit Road TIS R83W SECT 16 0.7 B. Eagle is willing to provide routine maintenance of the Maintained Roads on the condition that Routt compensate Eagle as provided in Paragraph 3 of this Agreement. C. Routt and Eagle are authorized to enter into the Agreement pursuant to Article XIV, Section 18 of the Colorado Constitution and Section 29-1-201 of the Colorado Revised Statutes. Terms and Conditions 1. Term of Agreement: Notwithstanding the date on which the Agreement is first fully executed, the term of this Agreement (the "Term") shall be deemed to be from January 1,2006 through December 31, 2006, unless earlier terminated pursuant to other provisions of this agreement. The Term shall automatically renew for additional one year periods unless either party gives the other party written notice by December 15 ofthe preceding year of that party's intention to terminate this Agreement. 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 Eagle and Routt under the provisions of this Agreement are expressly contingent upon such funds being appropriated, budgeted, reserved and otherwise made available each year on an annual basis. In the event that either Eagle or Routt 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, notwithstanding anything to the contrary contained in this Agreement. i APPROVED AS TO FOR ROUTT ftY ATTORNEY' 1 Date: S- I ~v: j 2. Routine Maintenance of the Maintained Roads: During the Term, Eagle shall provide routine maintenance of the Maintained Roads. As used in this Agreement, routine maintenance is defined as snow plowing, sanding, blading and ditching but shall not include any major reconstruction, alignment, widening or other improvernent to the Maintained Roads. Such routine maintenance (hereinafter the "Maintenance Services") shall be performed to the standards and in the manner in which Eagle maintains similar county roads within Eagle County. 3. Compensation: As compensation for the Maintenance Services, Routt shall pay Eagle a portion of Routt's Highway Users Tax Fund Money every May 1. The amount to be paid to Eagle shall be determined by multiplying the amount of Highway Users Tax Fund ("HUTF") payment received by Routt for a particular year by the fraction equal to 1 0.5 miles divided by the total number of HUTF eligible road miles in Routt County. By way of example, the payment due Eagle for 2005 if this Agreement would have been in place would have been $15,725.15. In the event either party decides to terminate this Agreement at any time, Routt shall pay Eagle for the months of service provided. 4. Emergency Work: Eagle shall provide emergency work to the Maintained Roads at Routt's additional expense if necessary. Emergencies are defined as circumstances that threaten public safety or disable the roadway, such as wash-outs or mud or snow slides. Eagle shall contact the Routt County Road and Bridge Director when such work is necessary or occurring. 5. Additional Road Work: Work necessary outside of normal maintenance activities would need written permission from the Routt County Road and Bridge Director prior to start of said work. Such activities include, but are not limited to dust control chemical applications, gravel replacement and culvert replacement. 6. Relationship ofthe Parties: In connection with the performance ofthe duties of Eagle and Routt hereunder, each shall be an independent contractor and not the agent of the other. Any employee of either party involved in the performance of duties hereunder shall remain the employee ofthat party and shall not be considered a lent employee ofthe other party. Each party to this Agreement shall maintain all statutorily required workers' compensation insurance for its employees and shall be solely responsible for all compensation due such employees. 7. Indemnification: Each party to this Agreement shall indemnify, defend and hold harmless the other party and the officials, employees and agents of that party against and from all claims, demands, damages and liabilities and costs, including without limitation attorney fees, of every kind and nature arising out of the performance by that party of its obligations under this Agreement. In the event that any claim or demand is made against a party to this Agreement for which indemnity from the other party is available hereunder, the party receiving the notice of such claim or demand by the party shall promptly notify the other party of such claim. In no event shall such notice of claim or demand be given more than 20 days after receipt ofthe claim or demand by the party claiming indemnity hereunder. The party to whom such claim is given shall acknowledge receipt of such notice and commence defense of the party entitled to indemnity hereunder. 2 The parties agree that nothing contained herein waives or is intended to waive any protections that rnay be applicable to Routt or Eagle under the Governmental Immunity Act, Section 24-10-101, et seq., C.R.S., 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. 8. Events of Default: The following shall constitute Events of Default hereunder: a. The failure of Eagle to provide the Maintenance Services in accordance with this Agreement upon 10 days' wTitten demand therefore; and b. The failure of Routt to pay its annual fee; provided, however, that such failure shall not constitute an Event of Default unless Eagle shall have first given Routt 10 days written notice of such default specifying the nature of the default and Routt shall have failed to cure such default within said 10 day period. 9. Termination Without Default: Either Routt or Eagle may cancel this Agreement at any time upon 60 days written notice to the other party hereto. In addition, upon the occurrence of an Event of Default, the party hereto not in default may terminate the Agreement by giving notice of its election to terminate this Agreement sent to the other party hereto in accordance with Paragraph 11 hereof and thereafter pursue all legal and equitable remedies available to it for breach'of contract of other applicable legal theory. No waiver of any Event of Default shall be deemed a waiver of any subsequent Event of Default and shall not be construed as a modification or amendment ofthis Agreement unless meeting the requirements of Paragraph 8 hereof. 10. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto concerning the maintenance ofthe Maintained Roads and compensation therefor and supersedes all prior written or oral agreements or negotiations concerning that subject. Any amendments, modifications, waivers, releases or revocations of this Agreement shall be valid only if in writing signed by aU parties to this Agreement. 11. Notice: Any notice required under this Agreement may be personally delivered or mailed in the United States mail, first class postage prepaid, to the party to be served at the following addresses: Routt County: Routt County Board of County Commissioners POBox 773598 Steamboat Springs, Colorado 80477 Eagle County: Eagle County Board of County Commissioners POBox 850 Eagle, Colorado 81631 3 , . Notices personally served shall be deemed served on the date of delivery. Notices mailed shall be deemed served the next business day following the date of mailing if mailed in Steamboat Springs, Colorado or Eagle, Colorado. 12. Successor and Assigns: Governing Law; and Venue: This Agreement shall be binding on and inure to the benefit of the parties hereto, their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without reference to choice of laws rules. The parties hereby agree that venue and jurisdiction for all actions taken with respect to this Agreement shall be in the United States District Court for the District of Colorado or in the Ninth or Fourteenth Judicial Districts ofthe State of Colorado. /( d Attest: ~ W dt. Pf<t: SJ:;,~~ Kay einland ~ ~ Routt County Clerk and Recorder ~, Chairman . Board of Co ty Commissioners Attest: ~ . Eagle County L:\ROAD _ BRIDGE\AGREEMENTS\EAGLECOUNTYRoADMAINTENANCE.IGA.DOC (3/14/2006) 4