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HomeMy WebLinkAboutC11-104 Roaring Fork Transporation Authority AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE ROARING FORK TRANSPORTATION AUTHORITY THIS AGREEMENT, made and entered into this ' J day of , 2011, by and between Eagle County, Colorado, by and through the Eagle County Regional Transportation Authority ( "County "), and the Roaring Fork Transportation Authority ( "RFTA "). WITNESSETH: WHEREAS, County's Board of County Commissioners, by Resolution No. 96 -22, created the Eagle County Transportation Authority and provided for its duties and powers, which include determining grants to be funded from the monies budgeted and appropriated therefore; and WHEREAS, commencing in 1999, the Eagle County Transportation Authority approved granting and thereafter continued to grant to RFTA, that portion of one -half of one percent of the County sales tax dedicated to public transit and trails that is generated by sales in the Roaring Fork Valley portion of Eagle County (the "Grant "); and WHEREAS, on March 14, 2000, County and Roaring Fork Transit Agency, the predecessor of RFTA, entered into an intergovernmental agreement implementing the Grant for fiscal year 1999 (the "IGA "); and WHEREAS, County has continued to adhere to the 1999 approval but has not since 2000 updated the IGA to reflect the creation of RFTA; and WHEREAS, the parties believe it is appropriate to enter into an updated IGA under which to administer future grants from County to RFTA. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, the parties agree hereby as follows: 1. SCOPE A. The County will award and transmit to RFTA grant funds ( "Funds ") in the amount of one -half of one percent of the County sales tax that is generated in the Roaring Fork Valley portion of Eagle County. The Funds are awarded to RFTA primarily for the purpose of subsidizing public transportation services to the Basalt and El Jebel areas of Eagle County. Ten percent (10 %) of the Funds shall be deposited by RFTA to the Mid Valley Trails Funds, which RFTA administers, to support trails in the Roaring Fork Valley portion of Eagle County. 1 GIf 4 B. In consideration of the Funds, RFTA shall utilize and spend ninety percent (90%) of the Funds for the sole purpose of subsidizing transportation and commuter services in the Highway 82 corridor which link Aspen, Snowmass Village, Airport/Business Center, Woody Creek, Basalt, El Jebel, Carbondale and Glenwood Springs. Passengers are charged a fare for this service. 2. PERIOD OF AGREEMENT . A. The term of this Agreement shall be perpetual, commencing on the date this Agreement is executed by both parties. However, the County may terminate the Agreement on ten (10) day's written notice if it is deemed by the County, in its sole discretion, that RFTA is not fulfilling its obligations hereunder or for other reasons deemed by the County, acting in good faith, to be sufficient. Any unexpended Funds may be required to be returned to the County as well as any Funds not properly expended according to project objectives. B. Notwithstanding the above, in the event RFTA becomes insolvent, or is declared bankrupt, or dissolves, then the County may declare in writing that this Agreement is terminated, and all rights of RFTA and obligations of the County shall thereupon terminate and cease immediately. 3. RFTA's DUTIES RFTA shall comply with the following requirements: A. All Funds received under this Agreement shall be expended solely for the purpose for which granted, and any such Funds not so expended, including Funds lost or diverted to other purposes, will be returned to the County. B. RFTA, in its sole discretion, shall have the right to modify its transit services in the Highway 82 corridor based upon demand and resources available. So long as the fully allocated cost of transit services RFTA provides in the Basalt and El Jebel portion of the Highway 82 corridor during any year exceeds the amount of funds received hereunder, RFTA need only deposit funds received hereunder to its General Fund and need not provide detailed accounting of its expenditure of such funds to County. If such current service is reduced so that such fully allocated cost is less than the amount received hereunder during any year, RFTA shall notify County in writing and the parties shall meet to determine what reduction in funding, if any, is appropriate. Such determination shall be made in writing as an amendment hereto. 2 r II l C. RFTA authorizes the County to perform audits and to make inspections during normal business hours at the convenience of RFTA, with forty -eight (48) hours written notice, for the purpose of evaluating performance under this Agreement. 4. PAYMENT The Funds hereunder will be direct deposited monthly to such account as RFTA shall designate in writing. 5. NOTICE A. Any notice provided for herein shall be given in writing by registered or certified mail, return receipt requested, which shall be addressed as follows: THE COUNTY: Kelley Collier, Director ECO Transit P.O. Box 1070 3289 Cooley Mesa Road Gypsum, Colorado 81 637- 1070 RFTA: Dan Blankenship, CEO Roaring Fork Transportation Authority Glenwood Maintenance Facility 2307 Wulfsohn Road Glenwood Springs, Colorado- 81601 6. ASSIGNMENT RFTA shall not assign any rights or duties under the Agreement to a third party without the written consent of the County, which shall determine the acceptability of the third party to the County. Any effort to effect such an assignment without the written consent of the County will terminate the Agreement immediately at the option of the County. 3 7. MISCELLANEOUS A. The parties of this Agreement intend that the relationship of RFTA to the County is that of an independent contractor. No agent, employee or volunteer of RFTA shall be deemed to be an agent, employee or volunteer of the County. B. This Agreement shall be binding upon and inure to the benefit of RFTA and the County and their respective heirs, legal representatives, executors, administrators, successors and assigns; provided, however, that neither party may assign nor delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party. C. In the event that a dispute should arise relating to the interpretation or implementation of this Agreement, and should that dispute result in litigation, jurisdiction and venue for such litigation shall be in the District Court in and for Eagle County, Colorado. D. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof; and, if possible, this Agreement shall be construed as if such invalid or unenforceable provisions were omitted. E. To the extent permitted by law, RFTA shall indemnify and hold harmless the County with respect to any claims, liability, or judgments from any acts or omissions of RFTA, and any of RFTA's agents, Board of Directors, employees, agents or representatives; except that neither RFTA, its agents, Board of Directors, employees and representatives will be liable under this Agreement for any claim, loss, damage, cost, or expense arising out of any negligent act by the County during the performance of this Agreement. Furthermore, the parties agree that nothing contained herein waives or is intended to waive any protections that may be applicable to RFTA or the County under the Governmental Immunity Act, Section 24 -10 -101 et. Seq., C.R.S., of any rights, protections, immunities, defenses or limitations on liability provided by law and subject to any applicable provisions of the Colorado Constitution and applicable laws. F. RFTA and the County shall comply with all applicable laws, resolutions, and codes of the State of Colorado and the County of Eagle and all federal laws barring discrimination. G. No person shall have any personal financial interest, direct or indirect, in this Agreement. 4 H. The County's financial obligations under this Agreement are contingent upon its receiving sufficient revenues within its budget. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. The parties hereto have signed this Agreement in quadruplicate. One counterpart each has been delivered to the County and RFTA. COUNTY OF EAGLE, STATE OF COLORADO by and through its REGIONAL TRANSPORTATION AUTHORITY ATTEST: / By: r � Clerk to the Regional - airman Transportation Authority ROARING FORK TRANSPORTATION AUTHORITY ATTEST: By: Secretary to the Board , Chairman RFTA Board of Directors Rlm: contracts:pitkinrftasalestaxiga 5