The URL can be used to link to this page

Home My WebLink AboutC09-476 IGA I-70G MaintenanceINTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND THE EDWARDS COMMUNITY AUTHORITY FOR I-70G (EDWARDS ACCESS ROAD) MAINTENANCE THIS INTE OVERNMENTAL AGREEMENT (the "Agreement") is made this ~ day of 2009 by and between the Eagle County.. Colora o, a body corporate an politic acting by and through its Board of County Commissioners ("County") and the Edwards Community Authority, a Colorado Special District, acting by and through its Board of Directors (hereinafter "ECA"). The ECA represents five Metropolitan Districts (Arrowhead, Berry Creek, Cordillera, Edwards and Lake Creek) in the unincorporated area of Edwards, Colorado. Collectively these entities are referred to as the "Parties," individually these entities are referred to as defined above or as "Party." RECITALS: WHEREAS, the Parties have entered into an agreement to complete the final engineering design of proposed road improvements along the Edwards Access Rd between the Beard Creek Rd /Berry Creek Rd intersection and the Miller Ranch Rd / Edwards Access Rd intersection (hereinafter the "Final Road Design") which will benefit the residents and taxpayers of each of the Parties to this Agreement; and WHEREAS, the Colorado Department of Transportation ("CDOT") requires that Eagle County provide some or all of certain maintenance services ("Maintenance") associated with the improvements proposed by the Final Road Design (Exhibit "A") as further described by Exhibit "B"; and WHEREAS, these maintenance services support elements of the Final Road Design that are beneficial to the Edwards Community and the ECA has agreed to provide these maintenance services; and 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, CDOT requires either a county or a municipality ("Local Agency") to oversee maintenance services on one of its right of ways pursuant to C.R.S. § 43-2- 104.5; and WHEREAS, the County is a Local Agency and the ECA is not; and ~0~- `~ ~~ WHEREAS, County and CDOT have entered into that certain Contract of even date herewith (the "CDOT Contract," attached hereto together with all of its exhibits as Exhibit A and incorporated herein as if set forth in full), for the purpose of the County acting as the Local Agency for the Maintenance; and WHEREAS, CDOT has consented to the ECA acting as a subcontractor to perform the obligations as described herein, under the CDOT contract; and WHEREAS, this Agreement is entered into pursuant to, inter alia, C.R.S. §§ 29- 1-201, et seq., and Article XIV, Section 18 of the Colorado Constitution. AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Maintenance Responsibilities. The ECA will, at their expense, provide all maintenance services designated as Eagle County's responsibility in the CDOT Contract. 2. County's Obligations. A. County agrees that it will act as the Local Agency for purposes of receiving CDOT authorization and funding necessary to construct the Final Road Design. B. County shall have no further obligations under this Agreement, financial or otherwise, other than to provide timely notice to the ECA of all requests or direction provided by CDOT relating to Maintenance. 3. Indemnification. The ECA assumes al] liabilities associated with the Maintenance. Accordingly, to the extent allowed by Colorado law, the ECA agrees to release, indemnify and save harmless County, and its officers, agents, and employees, against any and all claims or causes of action of any kind arising out of damage to real or personal property, or injury and/or death to persons, including the property, agents, or employees of either Party, resulting in any way from the operations and duties undertaken by the ECA in connection with the Maintenance or this Agreement. To the extent allowed by Colorado law, the ECA shall further indemnify and save harmless County and its officers, agents, and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions, or proceedings of any kind or nature whatsoever, including Workman's Compensation claims, of or by any person, in any way resulting from or arising out of, either directly or indirectly, the operations and duties undertaken by the ECA in connection with the Maintenance or this Agreement. This indemnification shall be deemed to include the acts and omissions of all officers, employees, representatives, suppliers, invitees, contractors, and agents of the ECA. 4. Independent Contractor Status. The Parties to this Agreement intend that the relationship between them is that of independent contractor. The ECA, and any agent, employee, or servant of the ECA shall not be deemed to be an employee, agent, or servant of County. Other than requiring that the ECA comply with all requirements, standards and directions of CDOT and the Local Agency Commitments contained in Exhibit "A" in completing the Maintenance, Eagle County shall not attempt to oversee or supervise the work or actions of any ECA employee, contractor, subcontractor, consultant, servant or agent in the course of completing work under this Agreement. 5. Benefits. The ECA and any agent, employee or servant of the ECA is not entitled to any Workman's Compensation benefits through the County and is responsible for payment of any federal, state FICA and other income taxes. 6. Non-Assignable. This agreement is not assignable by either party. 7. Integrated Agreement. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Parties and signed by authorized officers of each Party. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 8. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 9. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail, postage pre-paid to the addresses of the parties as follows. Each party by notice sent pursuant to this paragraph may change the address to which future notices should be sent. Notice to County: Eva Wilson Eagle County Engineer 500 Broadway P.O. Box 850 Eagle, Colorado 81631 Notice to the Edwards Community Authority: Board of Directors Edwards Community Authority c/o Robertson & Marchetti, P.C. PO Box 600 Edwards, CO 81632 10. Immunity. The Parties agree and understand that both parties are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as from time to time amended or otherwise available to the parties or any of their officers, agents, or employees. 11. Bindin~~Effect. The rights and obligations of the Parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 12. Choice of Law and Venue. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Courts of Eagle County, Colorado. County shall have standing to bring an action to enforce the terms of this Agreement in District Court, including an action for specific performance and injunctive relief. 13. Duration. This Agreement shall remain in effect in perpetuity unless amended or terminated by the parties. 14. Authority. Each of the Parties warrant that they possesses the legal authority to enter into this contract and that they have taken all actions required by all applicable procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize their undersigned signatory to execute this contract and to bind them to its ternls. The person executing this contract on behalf of each Party warrants that such person has full authorization to execute this contract. 15. No Third Party Beneficiaries. It is expressly understood and agreed that the enforcement of the terms and conditions of this contract and all rights of action relating to such enforcement, shall be strictly reserved to the County, the ECA and potentially, CDOT. Nothing contained in this contract shall give or allow any claim or right of action whatsoever by any other third person or entity, other than CDOT. Ii is the express intention of the County and the ECA that any such person or entity, other than CDOT, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. 16. Waiver. The waiver of any breach of a term, provision or requirement of this Agreement shall not be construed or deemed a waiver of any subsequent breach of~ such terns, provision or requirement, or of any other term, provision or requirement. 17. Modification and Amendment. This Agreement is subject to such modifications as may be required by changes in a federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fiilly set forth herein. Except as provided above, no modification of this Agreement shall be effective unless agreed to in writing by both parties in an amendment to this Agreement that is property executed and approved in accordance with applicable law. 18. No Personal Liability. No elected official, director, officer, agent or employee of either Party shall be charged personally or held contractually liable by or to the other Party under any term or provision of this Agreement or because of any breach thereof or because of its or their execution, approval or attempted execution of this Agreement. 19. Appropriation Limitation. It is expressly understood that any financial obligations that may arise hereunder which are in excess of the proceeds of the Bonds, which are hereby appropriated and reserved by the ECA for purposes of this Agreement, whether direct or contingent, shall only extend to payment of monies duly and lawfiilly appropriated by the governing body of each of the Parties. Nothing herein shall be construed as the creation in the County or the ECA of a multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever. 20. Edwards Community Authority. The foregoing Agreement is approved by the Board of Directors of the Edwards Community Authority at its regular meeting held on the :T"=t day of 1lt'~I~.i~~~z~~ , 2009. 21. County Approval. The foregoing Agreement is approved by the Board Q County Commissioners of Eagle County, Colorado at its regular meeting held on the ~~-~- day of '~~;~)')l~J~~ = , 2009. In Witness whereof, the parties hereto have caused this agreement to be executed as of the day and year first above written. ATTEST: ~ - i gy; u ~ _ -~ BOARD OF DIRECTORS OF EDWARDS COMMUN[TY AUTHORITY By: Title: ~/! ~ >I ~/C' / ~,®.~ 4 ~y~aC ATTEST ~~ ~ OARD OF COUNTY COMMISSIONERS tO UNTY OF EAGLE, STATE OF ~ * OLORADO B A~ ~ ~ By: Sara J. Fisher, hairman ~, _ 1 `\ ~, EXHIBIT A _ , i •~ d, MO ~''O!1 ` bdp. N~ d3~~w aD m ys ~C/ ~ '~ ~ _ _ . . ~~ -_ ... ~i ~ I ~ ~ ~ ~ - - ,__ ~ \ ~ a ~.. \ ~ ' ~ ~ ~\. tom.. ~ c= ' . ~ d l `. z ~ .8 a I i I ~ f J P U ~ ti J , h J ~ ~ J1 I~~ F ~. 7_• `_ w 8, O~So Z i(1f j ~ ~ ~w -^ ~~ ~J~) ,~ ~ H i ax f ,.- ;~ -~ 1 _~_ _ o -. ---- 0 ~. a awvu•~o a3 a ~ ~ Mp •a ~ Ee oN c ~~~ ~ _ _. C{ a ! ~ ~ ~~ ~ ~ ~-~ ~ W y a= oG2~' Ot•1 93 ~ o v A~ ~ w ~ ~N~1 ax w~ R 1 ` ~ ~ OL•1 9M a ~ 3 o & _ ~,P ~ ~ a i~ ~ _~ ~ ~° dwVM•iiO 9M ~ `~ ~ ~ 4 GpE / ~,. ,\ ~ / ~, ~ \ ,, --~__ _ ~/ ~-- -- ~ . adOy ~33flO AH Mae ~ ~ ~ 6 'i . / _ _ _ ~ \ r +~ i i r ' t~ ~ Q ~ i ~ ~ I ~~ ~ .% /~ r M W N o \ ` ~ ~a r / • 3~ Y / _ 1 _ EXHIBIT B SCOPE OF WORK Maintenance Responsibilities Eagle County to maintain: Any irrigation systems created by the project Any irrigated landscaping created by the project* All decorative lighting: Sidewalks -snow removal and maintenance *Local Agency shall apply for a landscape and/or special use permit prior to any additional improvements on the project or Edwards Access Road. CDOT to maintain: All ramps to I-70 and Edwards Interchange Pavement Signing Retaining walls Guardrails Snowplowing ramps and initial pass on access road Drainage Structures and features Upon the closure of the stormwater permit through Colorado Department of Public Health and Environment, CDOT will also maintain and mow per Maintenance Level of Service all un-irrigated landscaping (CDOT approved seed mix only, 3:1 slope or shallower). After fmal acceptance of the project, CDOT will be responsible for graffiti removal on all surfaces that can only be accessed from mainline I-70 and/or the on-and off-ramps. Eagle County and CDOT will fmalize the exact areas of respective responsibilities based upon the general terms stated herein upon completion and acceptance of the project by amendment to this agreement and revision of the attached Maintenance Responsibility map. The surfaces within CDOT's responsibility will include the I-70 bridge abutment walls, piers, slope & ditch paving along I-70 underneath the I-70bridge, overhead signs, and walls. Any areas that can be accessed from local streets and/or cannot be accessed from I-70 or interchange ramps will be Eagle County's responsibility. CDOT will conduct incident management during events affecting the I-70 traffic flow. The above delineations apply only to new construction produced by the project. Existing unaltered appurtenances will continue to be maintained as they are currently. Any transfer of maintenance responsibilities to CDOT from Eagle County as described herein will not occur unless title of all ROW has been conveyed to CDOT. The following map shows this information graphically.