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HomeMy WebLinkAboutC11-234 WECMRD Maintenance Service Agreement MAINTENANCE SERVICES AGREEMENT FOR FREEDOM PARK (BERRY CREEK/MILLER RANCH RECREATIONAL SITE) This Maintenance Services Agreeme t ( "Agree - ") for Freedom Park (Berry Creek/Miller Ranch Recreational Site) dated this day of �", .011, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners (the "County "), and the Western Eagle County Metropolitan Recreation District, a quasi - municipal corporation and a political subdivision of the State of Colorado, by and through its Board of Directors (the "District "). RECITALS WHEREAS, the County owns property located in Edwards, Colorado, more particularly described as Tract C, Berry Creek/Miller Ranch Planned Unit Development and Eagle River Preserve, Eagle County Colorado (the "Property "); and WHEREAS, the parties previously entered into that certain Agreement Regarding Provision of Maintenance Services for Berry Creek Recreational Site dated May 4, 2004 (the "Maintenance Agreement "); and WHEREAS, the parties subsequently entered into that certain Lease Agreement by and between Eagle County and Western Eagle County Metropolitan Recreation District (Berry Creek / Miller Ranch Site) dated May 3, 2005 (the "Lease Agreement "); and WHEREAS, the Lease Agreement specifically superseded the Maintenance Agreement; and WHEREAS, the Lease Agreement noted that "...the County and the District desire to address the responsibility for maintenance services for the Property in a separate agreement to be drafted at a later date ...;" and WHEREAS, the parties intend that this Agreement shall set forth the District's maintenance responsibility as it pertains to the Property (excluding the athletic fields); and WHEREAS, this Intergovernmental Agreement is authorized pursuant to Section 18 of Article XIV of the Colorado Constitution, §32 -1 -1001, C.R.S., and other applicable laws. 1 �� 1 -a34 NOW, THEREFORE, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1) SCOPE OF SERVICES: A) Areas included in the Scope of Services: skate park; playground; volleyball courts; spray park; Freedom pond grounds and the flat site directly north of the Field House; support facilities including shelters, restrooms; trash containers; dog stations; Miller Ranch Road round about, islands and right of ways; bike path, Eagle River Preserve and Howard Ditch. B) The District shall provide all labor, materials and equipment necessary to perform and complete the services delineated on the aerial photograph attached hereto as Exhibit "A ", and incorporated herein by reference (the "Services "). In the event of any conflict between this Agreement and any maintenance - related provisions of the Lease Agreement, the terms of this Agreement shall prevail. Generally, the Services shall consist of the following: 1) Freedom Park (Berry Creek/Miller Ranch Recreational Site) a) Grounds: Fertilization and weed control, Eagle County will spray the berms on the north side of the athletic fields for weeds; weekly mowing, including the berms on the north and east side of the athletic fields; trash pickup; weed trim; tree trimming; weed the roundabout on Miller Ranch Road; mow the right of ways and weed the islands on Miller Ranch Road as requested; empty trash containers; keep doggie station stocked with bags provided by County; inspect, operate and repair irrigation and pump system including the startup and shut down of the system. b) Restrooms (cleaning and maintenance): Twice a day cleaning (approximately April- October) once in the morning and once in the evening; stock inventory and replace paper products as needed; minor repairs of facilities; report major repairs, including vandalism; replace light bulbs as needed. WECMRD will assume the responsibility of cleaning the restrooms more than twice a day on days WECMRD is sponsoring activities or leasing the facility to others. c) Playground maintenance: Daily inspection; monthly inspections with written report suitable for verification of compliance with ASTM and CPSC standards; refill of safety surface material; mowing surrounding turf areas; trash pickup; minor repairs to playground equipment. Snow removal is excluded. d) Skate Park maintenance: Daily inspection; minor repairs; trash pickup; mowing; sweep concrete areas once per week; irrigation system operation inspection and 2 repairs; removal of non - conforming structures from park. 3 e) Volleyball Courts: Daily inspection; repairs to net or poles; trash pickup; rake and level sand weekly. f) Shelter: Trash pickup; sweep concrete surfaces weekly; report deterioration of poles or roof as required. Snow removal is excluded. g) Spray Park: i) Operation and Maintenance: Seasonal operation and maintenance of the Freedom Park Spray Park feature (Spray Park) from Memorial Day weekend to Labor Day each year, with daily hours of operation being 10:00 a.m. to 6:00 p.m. Tuesday through Sunday. The Spray Park is to be shut down on Mondays. District shall perform daily routine inspections and maintenance in accordance with the recommendations contained in the Owner's Manual, and Operation and Maintenance Manual (O &M) located in the maintenance shed at Freedom Park. The District will also pick up litter and other trash at the Spray Park each day. ii) Routine Inspections and Repairs of Components: District shall perform weekly inspections of switches, nozzles, electrical system, pumps, filter system and any other spray park component for which periodic inspections are recommended by the Spray Park Owner's Manual and O &M with a log maintained and attached to the O &M. District assumes minor repairs of the Spray Park. Repairs that are extraordinary will be reimbursed at the existing standard rate. Outside service contractors will be agreed upon between both parties prior to commencing service work and will be billed directly to County. iii) Start-Up and Drain Spray Park Components at beginning and end of Season: At the beginning of the season (by the Friday before Memorial Day weekend) the District shall start up and inspect the Spray park per the O &M and after the last day that the Spray Park is in operation each season (the Tuesday after Labor Day) the District shall drain and winterize the Spray Park components per the O &M. 2) Eagle River Preserve a) Empty trash containers and keep doggie stations stocked with bags provided by County on the same days as Freedom Park as requested. b) Trail maintenance as requested. 3) Howard Ditch: Remove accumulated debris from the head gate on the Eagle River and the various other screens along the entire length of the ditch as requested. 4 4) Sheriff Substation: WECMRD cleaning staff will clean the sheriff substation in the Field House. Empty trash containers; vacuum floors; clean restroom and mop floor; other duties as requested. C) The District shall, upon commencement of the Services, provide to the County a maintenance task list and schedule outlining contracted services for the Property detailing the type and location of the Services to be performed. D) The District shall submit to the County the name of the project manager responsible for supervising the Services. E) In the event the County finds any Services performed by the District defective or deficient, upon written notice, the District will correct the work in a timely manner. If the District defaults or neglects to carry out the Services in accordance with the Agreement and fails within a seven (7) day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by the County or a Change Order shall be issued deducting the cost of correction from payments due the District. 2) TIME OF PERFORMANCE AND TERMINATION: a) The initial term of this Agreement is from January 1, 2011 to December 31, 2011. The Agreement shall automatically renew for an additional one (1) year term commencing January 1 of each consecutive year for four (4) additional years. b) The parties are governmental entities and all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. The rates of compensation provided hereunder shall not change during a renewal period unless approved in writing by the County and the District before the commencement of the applicable renewal term. Notwithstanding anything to the contrary contained in this Agreement, no payment shall be made to the District for any Services provided after December 31, without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statues and the Local Government Budget Law (C.R.S 29 -1 -101 et seq.). c) Either Party may terminate this Agreement, with or without cause, by giving the other party written notice of its intention to terminate, specifying the effective date of the termination, at least thirty (30) days prior to the date of termination. Notwithstanding the foregoing, the County may terminate this Agreement immediately upon the District's failure to perform, subject to the notice requirements set forth in section 1E). In the event the County terminates this Agreement for any reason, the County shall pay the District for actual work completed by the District up to and including the date after termination. 5 3) ESTIMATED WEEKLY MAN -HOURS REQUIRED TO COMPLETE SERVICES a) Skate park: 4 hrs per week b) Spray Park: 4 hrs per week c) Playground: 8 hrs per week d) Volleyball courts: 1.5 hrs per week e) Grounds: 20 hrs per week f) Shelters: 2 hr per week g) Restrooms: 14 hrs per week h) Sheriff Substation Cleaning: 2 hrs per week i) Eagle River Preserve: (as requested) j) Howard Ditch: (as requested) k) Total Man -Hour Requirements: 55.5 hours per week 4) ANNUAL COST, COMPENSATION and PAYMENT: a) The parties agree that costs associated with the below listed Services shall be shared equally by the County and the District as follows: i. Restrooms (cleaning and maintenance): Twice a day cleaning (approximately April- October) once in the morning and once in the evening; stock inventory and replace paper products as needed; minor repairs of facilities; report major repairs, including vandalism; replace light bulbs as needed. ii. Skate Park maintenance: Daily inspection; minor repairs; trash pickup; mowing; sweep concrete areas once per week; irrigation system operation inspection and repairs ; removal of non - conforming structures from park. iii. Volleyball Courts: Daily inspection; repairs to net or poles; trash pickup; rake and level sand weekly. iv. Shelter: Trash pickup; sweep concrete surfaces weekly; report deterioration of poles or roof as required. Snow removal is excluded. 6 b) The County shall pay for Services according to the hourly unit price of$25.00 per hour. Notwithstanding, the tasks listed in paragraph 4.a).i. through iv, shall be based on $12.50 per hour, representing the parties agreement in sharing the cost of the District performing those Services. c) District shall be paid as follows: i. The District shall invoice the County monthly, retroactively, for the Services. The County shall pay within thirty (30) days of billing. ii. All invoices will be sales tax free because the County is a governmental entity exempt from such taxes. iii. The District shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder. 5) PROJECT MANAGEMENT: Each party shall have a designated project manager. The District's initial project manager shall be its Recreation Director. The County's initial project manager shall be its Facilities Project Manager or his /her designee. Any and all correspondence between the parties regarding or relating to this Agreement shall be between and among the project managers. Either party may designate a different project manager by notice in writing to the other party. 6) INDEPENDENT DISTRICT: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. The District shall be, and shall perform as, an independent District. No agent, subcontractor, employee, or servant of the District shall be, or shall be deemed to be, an employee, agent or servant of County. The District shall be solely and entirely Y responsible for its acts and for the acts of the District's agents, employees, servants and subcontractor during the performance of this Agreement. 7) NO SUBCONTRACTING; NO ASSIGNMENT: The District may not subcontract or delegate any part of the Services or substitute subcontractors without obtaining the County's prior written consent. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in • any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 7 8) INSURANCE: At all times during the initial term of this Agreement, and any renewal terms, the District shall procure and maintain insurance against claims for injuries to persons or damages to property, which may arise in connection with the District's provision of the Services. The bodily and personal injury limits of such policies shall be no less that the statutory limitations as defined in the Colorado Governmental Immunity Act, §24- 10114, C.RS., or such other amounts as provided by law. 9) INDEMNIFICATION: To the fullest extent permitted by law, the District shall indemnify, defend, and hold harmless the County, its commissioners, employees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from provision of the Services, but only to the extent such claim is not caused by the negligent act of the County during the performance of this Agreement. The parties agree that nothing contained herein waives or is intended to waive any protections that may be applicable to the District or the County under the Governmental Immunities Act, §24 -10 -101 et seq., C.RS., 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. 10) NOTICES: Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, FAX, or mail to the appropriate party at the following addresses: a) District: County Executive Director Facilities Project Manager Western Eagle County Metropolitan District Eagle County Government 52 Lundgren Blvd PO Box 850 Gypsum, Colorado 81637 Eagle, Colorado 81631 b) Notices shall be deemed given on the date of delivery if delivered by personal delivery or delivery service such as Federal Express or United Parcel Service, or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 11) MISCELLANEOUS: a) The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement with attachments embodies the entire understanding and agreement of 8 • the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. These Agreements may not be amended, including by any modification or, deletion from or addition to the scope of the Services, except by a written document of equal formality executed by both parties hereto. b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the Eagle County District Court. c) This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. d) The District shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. e) 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 the County and the District 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 the County or District 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. f) The County and County's authorized representatives shall at all times have the right to enter upon and inspect the Property. g) This Agreement may be signed in counterparts, and each counterpart will be considered an original. This Agreement may be executed by facsimile signature. / /Signature page to follow // 9 IN WITNESS WHEREOF, the parties have executed this Sub -Lease on the day and year first above written. DISTRICT: WESTERN EAGLE COUNTY METROPOLITAN DISTRICT BY: -----(' xecutive t ector ATTEST: t , BY � t w' I 1 t .t , U'L'L u 'Secretary f' COUNTY: COUNT : AGLE, STA E of COLORADO, By and hrouI. its Board Co I ty Commissioners ,l _Al . 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