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Home My WebLink AboutC09-068 Town of Avon Intergovernmental AgreementINTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is entered into the 11th day of February, 2009, between Board of County Commissioners of Eagle County acting through the Eagle County Regional Transportation Authority doing business as ECO Transit ("ECO") and Town of Avon ("Avon") hereafter also referred to as the "Parties"; RECITALS WHEREAS, Avon and ECO have amulti-year history of cooperation and co-sharing of capital facilities for transit service; and, WHEREAS, Avon and ECO staff have been working collaboratively during 2007 and 2008 to master plan and conduct preliminary engineering for expansion of capital facilities at the site located at 500 Swift Gulch Road, Avon Colorado for the benefit of both Avon and ECO transit system users; and, WHEREAS, Avon and ECO have jointly submitted requests for grant funding from the State of Colorado, the Federal Transit Administration, and from the 2009 Economic Stimulus Program for possible award during the period 2009-2013 for this capital project entitled "ECO/Avon Joint Regional Operations Facility"; and, WHEREAS, Avon and ECO staff formed a joint selection committee in spring 2008 and competitively selected a professional services design consulting team (e.g., CDM, Inc. is the prime consultant) with appropriate expertise to conduct the preliminary design, design development, construction document preparation, and to assist with bidding and construction management which is anticipated to be necessary to implement this capital project, and thereafter Avon retained the services of aforementioned consultant through authorization of a professional services contract which remains valid today; and, WHEREAS, Avon and ECO desire to phase both the design and construction portions of this capital project to accommodate fmancial constraints, constraints on administration staff time, and disruption to existing operations; and, WHEREAS, Avon incurred project-related consulting expenses totaling about $528,000.00 during 2008 for the first portion of professional services work (e.g., initial schematic design, geotechnical investigation, and preliminary environmental review -select deliverables of which are provided in Exhibit A for reference); and, WHEREAS, state and federal officials have verbally told County and Town staff in early 2009 that this project stands a high probability of receiving a significant portion of the total project costs as a grant from the 2009 Economic Stimulus Program but that the project must be ready to obligate such grant funds within 180 days of notice of award and that the project partners should now consider formalizing their partnership; and, WHEREAS, Avon intends to issue Amendment No. 1 to the aforementioned professional services contract to authorize the next portion of engineering work for the ECO/Avon Joint Regional Operations Facility to be performed during 2009 (e.g., design development, local pernutting, procurement advertising, development of a construction sequencing plan to match grant funding awards, identify need for temporary facilities, prepare estimates of probable cost, prepare additional environmental details, assess LEED certification merits, and prepare select 2009 ECO/Avon Joint Regional Operations Facility Design IGA construction drawings or details) and expects to incur additional project related consulting expenses up to approximately $500,000; and, WHEREAS, Avon and ECO desire to continue to jointly plan this capital project to include sufficient land space and building facilities to accommodate Avon's full build out needs as well as ECO's long-term needs for an "up-valley" satellite operations facility and to split pro-rata the cost for both design and construction of the ECO/Avon Joint Regional Operations Facility in proportion to the benefits received; AGREEMENT NOW, THEREFORE, in consideration of the covenants, conditions and agreements set forth herein, the Parties agree as follows: 1. TERM. This Agreement shall be in full force and effect beginning February 11, 2009 and ending December 31, 2009 ("Initial Term"). To facilitate phasing of work and ability to react to grant award timing, the Parties may extend the term of this Agreement upon mutual written consent for one additional one-year period beginning January 1, 2010 and ending December 31, 2010 ("Extended Term"), upon the same terms and conditions, or upon such changed terms and conditions as the Parties shall agree. Notification of intent to extend the Agreement should be delivered in writing by no later than September 1, 2009. Extension of the term of this Agreement is subject to approval of annual budget and appropriations by both Parties. 2. SCOPE OF SERVICES. In accordance with the terms and provisions of this Agreement: A. Avon shall provide administration of professional services contract associated with the planning, design and construction of the ECO/Avon Joint Regional Operations Facility to be located at 500 Swift Gulch Road, Avon Colorado. This scope is hereafter referred to as the "Service". The planning, design and construction of the ECO/Avon Joint Regional Operations Facility is hereafter referred to as "the Project". B. Avon shall have complete control and supervision over all personnel required to administer and implement the Project, including but not limited to the benefits, compensation and discharge of direct Avon employees, and contract modifications to contracted services involved in this Project. C. This Agreement does not entitle ECO to any claim of land ownership, easement, lease, access or site licensure rights to any properties located within the Town of Avon municipal limits, including but not limited to parcels identified by Eagle County Assessor reference numbers R045388, R047296, R048395, R048396, and R042750 and physically located at 500 Swift Gulch Road. When appropriate (e.g., after state and federal transit grant awards, if any, are known), the Parties agree to negotiate in good faith a separate agreement regarding land usage as needed to support the Project. D. Both Parties agree that schedule acceleration or delays in the anticipated design and construction schedule may be necessary in order to better phase the project to meet the objectives of both parties and of grant funding availability. Page 2 of 6 2009 ECO/Avon Joint Regional Operations Facility Design IGA 3. OBLIGATIONS OF AVON. Avon is obligated to provide the following: A. Dutiful Administration: Avon personnel shall dutifully administer design and construction professional services contracts involved in any portion of this Project for which ECO contributes funds, including executing sound project management practices and fiduciary oversight of same. Administrative obligations include: (i) Providing bookkeeping, accounting and accounting records and office management for the Project; (ii) Payment to the professional services companies under contract directly with Avon for this Project. (iii) Preparing and retaining all necessary records and documents in accordance with federal and state guidelines; (iv) Preparing, maintaining and providing copies of all consultant deliverables, grant applications, and other relevant reports associated with the Project; B. Involve ECO: Avon shall involve ECO staff in the evaluation of draft and final deliverables, alternatives analysis, recommendations, decisions, and associated consulting services work executed during design development, preparation of construction documents, and grant applications involved in any portion of this project for which ECO contributes funds. Involvement shall include: (i) Invitation to meetings with consultants, Town Council, Planning and Zoning commission, and project staff to review project status, consultant recommendations, or key decisions about the Project. (ii) Access to the Project eRoom for up to three Eagle County employees (an electronic file sharing ftp site). (iii) Responding in a timely fashion TOA shall respond to any written requests from ECO for information, or for copies of any records or other documents. C. Actively Advocate: Avon shall advocate for ECO's needs during grant proposal presentations, public inquiry, or other opportunities and in doing so shall make best efforts to promote public support for and grant funding availability necessary to implement the project as a joint-use facility. D. Indemnification: To the extent allowed by law, Avon shall hold harmless and indemnify ECO and Eagle County for any claims arising from Avon's administration of the design and construction services as set forth in this Article 3. 4. OBLIGATIONS OF ECO. ECO is obligated as follows: A. Participation: ECO shall actively participate in the Project by attendance at meetings and providing timely response to requests for input, review of consultant deliverables, or Page 3 of 6 2009 ECO/Avon Joint Regional Operations Facility Design IGA information. B. Compensation and Payment: Payment shall be made by ECO to Avon in accordance with Sections 5 and 6. C. Actively Advocate: ECO shall advocate for Avon's needs during grant proposal presentations, public inquiry, or other opportunities and in doing so shall make best efforts to promote public support for and grant funding availability necessary to implement the project as a joint-use facility. 5. COMPENSATION. ECO shall compensate Avon each month, as invoiced by Avon. The total not-to-exceed compensation shall be two hundred eighty-four thousand dollars ($284,000.00). In anticipation that this Agreement may be extended for one additional year, any expected "carry-over budget" of professional services costs from one fiscal year to the next shall be submitted by Avon to ECO by November 15, 2009 and ECO shall seek approval of same, with any items or changes pursuant to negotiation between the Parties by December 1, 2009 or 45 days after receipt, whichever is earlier, following submittal of the budget. 6. INVOICING. A. Timing and Addresses: On or before the tenth day of each month, Avon shall submit an invoice to ECO for payment to: ECO Transit, P.O. Box 1070, Gypsum, CO 81637, Attn: Harry Taylor, Harry.Taylor~u,eag_lecountv.us. Payment shall be made by ECO to Avon within thirty (30) days after receipt of invoice from Avon. ECO shall submit payment by means of a check made payable to Avon and sent first-class mail to: Town of Avon, Department of Finance, PO Box 975, Avon, CO 81620, Attn: Mr. Scott Wright, swright(a~avon.or~. B. Content and Calculation: Monthly invoices from Avon shall include a copy of the consultant's previous invoice(s) and explanation of how ECO's portion of this cost was calculated. The first invoice to ECO will include a re-imbursement allowance for costs incurred in 2007 and 2008 by Avon for $144,000.00 or 28-percent of the professional services contract charges, whichever is less. Subsequent invoices to ECO will be prepared based on twenty-eight percent (28%) of the professional services invoices for the project received in the prior month. C. ECO Contribution Credit: The Parties acknowledge that the final designs and constructions plans may result in a joint regional transit operation facility in which the ECO's share is more or less than 28%. The Parties agree that in the event that ECO's share of the joint regional transit operation facility is more or less than 28%, as such share is mutually determined by the Parties, then an adjustment to ECO's compensation in this Agreements shall be applied to ECO's share of the actual construction costs for the ECO/Avon Joint Regional Operations Facility, which shall be ECO's sole remedy for any credit resulting from a reduced share in the facility and facility designs. D. Disputed Charges: In the event that ECO disputes a charge listed on an invoice, ECO agrees to notify Avon in writing of the disputed item and to promptly pay all other listed costs shown on that invoice. Page 4 of 6 2009 ECO/Avon Joint Regional Operations Facility Design IGA E. Late Payments: Payments not made within sixty (60) days of date of submitting an invoice shall bear interest in accordance with Chapter 3.32 of the Avon Municipal Code. 7. TERMINATION. The parties acknowledge that the purpose of this Agreement involves Avon contracting for professional services including but not limited to engineering, design, and permitting services which contract will create fmancial obligations upon Avon and further acknowledge that Avon is relying upon the terms of this Agreement to receive reimbursement from ECO for ECO's share of such expenses. As such, neither party may terminate this Agreement during the Term as set forth in Paragraph 1 above, except in the event of a Material Default as set forth in paragraph 8. 8. MATERIAL DEFAULT. If any Party fails to materially perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in material default of any of the terms of this Agreement that Party shall be deemed to be in default under this Agreement. The other Party, after giving ten (10) days prior written notice to the offending Party of the alleged default, and upon said defaulting Party's failure to cure such breach or to reasonably commence to cure such breach within said ten (10) days, shall have the right to terminate this Agreement. 9. PUBLIC RECORDS. The parties acknowledge that each Party is subject to the Colorado Open Records Act ("CORA") set forth in Article 72 of Title 24, Colorado Revised Statutes, and that the parties agree to coordinate and cooperate on which documents constitute public records under CORR. 10. NOTICES. Any statement, notice, demand or communication which one Party may desire or be required to give to the other Parties shall be in writing and shall be deemed sufficiently given or rendered if delivered personally, by e-mail, or sent by first-class United States mail, postage prepaid, addressed as follows: If to ECO ECO Transit 3289 Cooley Mesa Road PO Box 1070 Gypsum, CO 81637 Attn: Mr. Harry Taylor harry.taylor(a,ea lecounty.us E-mail If to Avon: Town of Avon Department of Finance PO Box 975 Avon, CO 81620 Attn: Mr. Scott Wright swright(c~avon.org E-mail All Parties shall have the right to designate in writing, served as provided above, a different address to which any notice, demand or communication is to be mailed. Page 5 of 6 2009 ECO/Avon Joint Regional Operations Facility Design IGA 11. MISCELLANEOUS. A. Validity If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. B. Changes. No amendment, alteration, modification of or addition to this Agreement shall be valid or binding unless expressed in writing and signed by the Parties to be bound thereby. C. Timeliness. Time is of the essence with respect to the performance of obligations herein set forth. D. Governing Law. This Agreement is governed by and must be construed under the laws of the State of Colorado. E. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. F. Facsimile and E-mail Copies. This Agreement and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile or electronically scanned and e-mailed copy (e.g., *.pdf file), subsequently confirmed by delivery of the originally executed paper document. G. Entire Agreement. This Agreement constitutes the entire agreement between ECO and Avon concerning the subject matter of this Agreement. This Agreement may not be amended or modified orally, but only by a written agreement executed by both Parties. IN WITNESS WHEREOF, the P hereto have executed this Agreement as of the respecti a es set forth b w to bec e ~., of the date first written above. .. ~.~, TO O AVON °° °~ ° ~GO~t'1, onald C. Wolfe, Mayor mate Patty c envy, Tow rk cvl, EAGLE COUNTY REGIONAL T `.~,QIfT ON AUTHORITY By: Print name ,-- ~'~`~~ 09 Signa Date Page 6 of 6 2009 ECO/Avon Joint Regional Operations Facility Design IGA EXHIBIT A Preliminary Site Plan Preliminary Architectural Renderings Draft Floor Maps Page Al of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Draft Site Plan Employee Parking (shared with TOA-PW} Administration Building (shared with TOA-PW} Bus Storage 8~ Refueling Facility (104°1o Transit) iUot Shown: Site improvements and temporary facilities during ``, construction (shared with TOA-PW}* 'r ~ ^r CI ~ ' I .,r~; _ ;;~ W i++ rr r ~ ~ ~ i ~LGi~i I.'y7 ~ r~ II '~~~. . --. - ._ - - ____~-~' i r ~o L ~P -- ,~ ,~ N * Site Improvements includes: circulation areas, grading & retaining walls, import/export of material, utilities, and storm control. Temporary transit facilities, to allow for on-going operations through construction, will be constructed in upper terraced areas and on town-owned site just east of Home Depot in Avon. Page A2 of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Bus Storage Facility Architectural Renderings (Roof shows proposed photovoltaic system) Page A3 of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Bus Storage Facility Draft Floor Plan `6r~lK ~3a (} ~'+.Y9y ° S'ib 8A5 Y..eSK t4uSP. FNilr niSPss+sn'y ,~ .- rn~nw~l RA7vvi 5 -~xyw.,Y -' f? ~~~ ~ 1 bks {kttli ~ ~, ,~ ~s~ izo I ~ -- ~ t ~ t's~,t~ :. f a ~ . F- --------- ----- I -------- ----~------- ------ I --------- ----------- ,~ . r__ _ _ ~ __________ __r____ 1 ! - ---------- =--=-- i ~ ~ ~ I ~ ~ __ _- ~~ _____~________________ _____7___- ____ ._____ ________. __ --------- ~~s ------ ---- = t ~ j ~ opwagS.cakc' ='S~ ~i~s ' an cpGyaL,E~ CJ - .-- ---_-- I -------- -----~ ~---- _~ F- ----- -------- -------- L ------ --------- s 2-&xW~-~ (2R ~3n} ~ ' __1._.__. _ __1_______ ~ _ __-____ ______ _ __________ _ r ______-- -_____- __________- _________- -___T _ r ~tt i ~ Y i I ~ i h-- -°---- I --------- -------~- ---------- ----=-~ -------- I ' M ' i i 1 __________ _-____- ,________- _____-_ -_________ _1________ _______________ ~ 4 i i i i ~ ~ ~ I ---------- -------I -------- -----°- ----- - I ----------------- ----' I x 12 .~ s~Ea as+o x~.xo -~~ z rneFee .~y~,l. j,.;,~w/ v . .-rte ` z:• _ Page A4 of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Administration Building Architectural Renderings (Roof shows proposed photovoltaic system) Page AS of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Administration Building Draft Floor Plan Lower Level R ~" p 4 Z ~~ ~ ~ Page A6 of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Administration Building Draft Floor Plan Middle Level I •~il ~ N /? u-- II z n~ ~F it '~ ~ ~ Page A7 of 8 2009 ECO/Avon Joint Regional Operations Facility Design IGA Administration Building Draft Floor Plan Upper Level ~. 0 a II }} Page A8 of 8