No preview available
HomeMy WebLinkAboutC15-028 Edwards Metro, Berry Creek, Arrowhead, Lake Creek and Edwards Community Authority Metro Districts IGA INTERGOVERNMENTAL AGREEMENT AMONG THE COUNTY OF EAGLE, STATE OF COLORADO AND THE EDWARDS METROPOLITAN DISTRICT AND BERRY CREEK METROPOLITAN DISTRICT AND ARROWHEAD METROPOLITAN DISTRICT AND LAKE CREEK METROPOLITAN DISTRICT AND THE EDWARDS COMMUNITY AUTHORITY FOR THE FINAL ENGINEERING DESIGN OF THE I-70G EDWARDS INTERCHANGE UPGRADE PHASE II 7,61z, his Intergovernment 1 Agreement("Agreement") is made and entered into this day of ri,� ', LV , ,by and among the County of Eagle, State of Colorado, a body corporate and poliiic,by and through its Board of County Commissioners (hereinafter "County"), and the Edwards Metropolitan District, a Colorado Special District, acting by and through its Board of Directors (hereinafter"Edwards Metro"), Berry Creek Metropolitan District, a Colorado Special District, acting by and through its Board of Directors(hereinafter "Berry Creek"),Arrowhead Metropolitan District, acting by and through its Board of Directors (hereinafter"Arrowhead"), and the Edwards Community Authority, a representative board consisting of the five metropolitan districts that operate in the Edwards area, acting by and through its Board of Directors(hereinafter"ECA") . It is hereby noted that Cordillera Metropolitan District(herein"Cordillera") is a participant along with the aforementioned metropolitan districts in Edwards Community Authority created by an intergovernmental agreement dated December 31,2008 pursuant to 29-1-803 C.R.S. but Cordillera has elected to not participate in this agreement. Collectively(excluding Cordillera)these entities are also referred to as the"Parties and individually referred to as above defined or as a"Party." 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, the Parties to this Agreement desire to share the costs for the final engineering design of road improvements on I-70G Spur Road from Miller Ranch Road roundabout to US Highway 6 (hereinafter the "Final Road Design")which will benefit the residents and taxpayers of each of the Parties to this Agreement; and Page 1 of 8 WHEREAS, the scope of work for the Final Road Design is defined as achievement of required NEPA clearance, acquisitions of necessary Rights-of-Way and completion of final engineering design for improvements of the I-70G Spur Road from the Miller Ranch Road roundabout to the US Highway 6 intersection; and WHEREAS, it is understood and agreed by the Parties that the anticipated costs for the Final Road Design shall be allocated as follows: 32%Edwards Metro; 11.5% Berry Creek; 3% Arrowhead; 2% ECA; 1.5% Lake Creek; 0%Cordillera and 50%the County; and WHEREAS,the Parties acknowledge that all Parties' participation in the Final Road Design is only for the final engineering design phase, and no guarantee is offered that road improvements will be constructed or that any Party hereto will participate in the funding of such construction. AGREEMENT NOW,THEREFORE, for and in consideration of the mutual promises and other consideration contained herein,the adequacy of which is hereby acknowledged,the Parties agree as follows: 1. DESCRIPTION OF FINAL ROAD DESIGN. The Final Road Design is defined as achievement of required NEPA clearance, acquisitions of necessary Rights-of-Way and final engineering design for I70G Spur Road from Miller Ranch Road roundabout to US Highway 6 as shown in Exhibit A,Final Road Design Scope, as attached herein. The Parties have determined that the Final Road Design will benefit the residents and taxpayers of each entity which is a party to this Agreement. It is further understood and agreed upon by the Parties that this Agreement is only for the Final Design of said improvements, and that the improvements will not be constructed or otherwise funded under this Agreement. The Parties agree that the completion of the Final Road Design is a crucial step to the feasibility for the actual construction of said project. The costs of the design and construction of the Final Road Design shall be shared by the Parties to this Agreement as set forth in Paragraph 2. 2. COST SHARING. It is understood and agreed by the Parties that the costs of the Final Road Design shall be allocated as follows: 32% Edwards Metro; 11.5%Berry Creek; 3% Arrowhead; 2%ECA; 1.5% Lake Creek; and 50%the County. The total local community commitment for the Final Road Design is$500,000. Based upon the total commitment, each Party's total maximum financial commitment shall be as follows: Edwards Metro contributes $160,000; Berry Creek contributes $57,500; Arrowhead contributes $15,000; ECA contributes $10,000; Lake Creek contributes $7,500; and the County contributes $250,000. The Parties agree that the maximum obligation of Edwards Metro, Berry Creek, Arrowhead, ECA, Lake Creek and the County are the amounts set forth above and that such Parties shall not be deemed to owe their percentage for an amount greater than the anticipated total project cost of$500,000 unless an alternative Agreement is entered into in writing by the Parties. In the event that the total costs are less than$500,000, each Party's share shall be reduced based on the percentage allocation set forth above. Page 2 of 8 3. APPROPRIATION AND CONTRIBUTION OF FUNDS. In order to allow for Final Road Design to occur,the Parties agree as follows: A. Upon approval by the Board of County Commissioners for each year,the County shall appropriate and contribute$125,000 in 2014 and$125,000 in 2015 for the Final Road Design. County's maximum obligation for funding the Final Road Design is$250,000 however County will enter into an Agreement with the Colorado Department of Transportation(CDOT) and shall guarantee the total amount of this contract with the understanding that Edwards Metro, Berry Creek,Arrowhead, ECA and Lake Creek shall appropriate and deliver to County their agreed upon contributions as set forth herein; B. Upon approval of its Board of Directors for each year, Edwards Metro shall appropriate and contribute$80,000 in 2014 and$80,000 in 2015 for the Final Road Design. C. Upon approval of its Board of Directors for each year, Berry Creek shall appropriate and contribute$28,500 in 2014 and$28,500 in 2015 for the Final Road Design. D. Upon approval of its Board of Directors for each year, Arrowhead shall appropriate and contribute$7,500 in 2014 and$7,500 in 2015 for the Final Road Design. E. ECA shall appropriate and contribute$5,000 in 2014 and$5,000 in 2015 for the Final Road Design. F. Upon approval of its Board of Directors, Lake Creek shall appropriate and contribute$3,750 in 2014 and$3,750 in 2015 for the Final Road Design. 4. FUNDING OF THE PROJECT AND TIMING OF PAYMENT. A. The County, Edwards Metro, Berry Creek,Arrowhead, ECA and Lake Creek each individually represents and warrants to the other Parties that it will appropriate and deliver sufficient funds to the County to be placed in a segregated or designated account or subaccount of the County("Funding Account")to meet its financial obligations hereunder. B. The Colorado Department of Transportation will invoice County for the cost of the Final Road Design work as the project progresses. County will immediately invoice the Parties for their respective share (as set forth in Sections 2 and 3 herein). The Parties agree to make payment to County for the full amount within thirty(30) days of receipt of a properly submitted invoice. 5. ADMINISTRATION OF PROJECT. The project is being administered by CDOT. Eagle County and ECA are contributors to the design effort and shall have an opportunity to review and provide inputs on the design and plans for the final road design. Eagle County and ECA shall have the opportunity to appoint a representative to the Project Leadership Team. Page 3 of 8 6. FINAL RECONCILIATION. Within thirty(30)days of"Substantial Completion" (defined herein as the date upon which the County determines that the Final Road Design is substantially complete)of the Final Road Design, the County shall prepare and present to Edwards Metro, Berry Creek,Arrowhead, ECA and Lake Creek a final reconciliation("Final Reconciliation") setting forth the project costs and expenditures. If upon Substantial Completion excess money is available in the Funding Account,the County shall,within thirty(30) days of Substantial Completion,remit payment to all Parties based on each Party's percentage allocation of costs set forth in Sections 2 and 3 herein. 7. STATUS AFTER COMPLETION. Upon Substantial Completion the County shall own all documents and other materials concerning the Final Road Design. Construction of the improvements contemplated in the Final Road Design will be funded, if at all, through future contracts or agreements. Edwards Metro, Berry Creek, Arrowhead, ECA and Lake Creek will have no further responsibilities for the Final Road Design, or for the construction of or funding of the improvements contemplated therein, after Final Reconciliation. The Party's percentages mentioned above shall in no way set any precedent as future funding percentages for construction of the improvements. Furthermore, the Parties acknowledge that this Agreement is for the purpose of funding the Final Road Design costs for the Edwards I-70G Spur Road only and that this Agreement does not establish any precedent for any other purposes. 8. ASSIGNABILITY. This Agreement may not be assigned or delegated without the prior written consent of the Parties. 9. RELATIONSHIP OF THE PARTIES. By executing this Agreement, no Party shall be deemed to assume any liability for intentional or negligent acts, errors, or omissions of another Party or any officer or employee thereof. No agent, employee or volunteer of any Party hereto shall be deemed an agent, employee or volunteer of any other Party under this Agreement. Nothing herein is intended to or waives any Party's immunities at law, including provisions of the Colorado Governmental Immunity Act, Section 24-10-101, et seq.,C.R.S. 10. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages or the right to bring or maintain any action at law,nor does any Party waive its immunities at law, including immunity granted under the Colorado Governmental Immunity Act. 11. NONWAIVER OF RIGHTS. No waiver of default by the Parties of any of the terms, covenants, and conditions hereof to be performed, kept and observed by the other Parties shall be construed, or shall operate as a waiver of any subsequent default of any of the terms, covenants, or conditions herein contained, to be performed,kept and observed by the other Parties. 12. SEVERABILITY. It is understood and agreed by and between the Parties that if any covenant, condition or provision contained in this Agreement is held to be invalid by any court of competent jurisdiction, or otherwise appears to be invalid, such invalidity shall not affect the validity of any other covenant, condition or provision herein contained; provided however, that the invalidity of any such covenant, condition or provision does not materially prejudice any of the Parties in their respective rights and obligations contained in the remaining valid covenants, conditions and provisions of this Agreement. Page 4 of 8 13. INTEGRATION. This Agreement is intended as the complete integration of all understandings between the Parties and constitutes the entire Agreement between the Parties hereto. No prior or contemporaneous addition, deletion or other amendment shall have any force or effect,unless embodied herein in writing. 14. MODIFICATION. Modification or waiver of this Agreement or of any covenant, condition, or provision herein contained shall not be valid unless in writing and duly executed by the Parties hereto. 15. CAPTIONS. The headings and sections and paragraphs are included only for convenience and reference. If any conflict between any heading and the text of this Agreement exists,the text shall control. 16. INDEMNIFICATION. To the extent allowable by state law,the Parties agree that each shall indemnify the other, their officers, employees and agents from and against any claims, damages, losses or expenses which are the result of negligent acts or omissions of their respective officers, employees or agents in connection with this Agreement. 17. GOVERNING LAW AND JURISDICTION. This Agreement and all disputes arising hereunder shall be governed by the internal laws of the State of Colorado and the Parties agree that venue and jurisdiction over any claim arising from this Agreement shall lie in the courts of the Fifth Judicial District of Colorado. 18. APPROPRIATION LIMITATION. The Parties hereto agree that this Agreement is contingent upon all funds necessary for the performance of this Agreement being budgeted, appropriated and otherwise made available at the times set forth in Paragraph 3. It is expressly understood that any financial obligations that may arise hereunder, whether direct or contingent, shall only extend to payment of monies duly and lawfully appropriated by the governing body of each of the Parties. Should any of the Parties fail to undertake the project because necessary funds have not been budgeted or duly appropriated, this Agreement may be terminated by any of the Parties to this Agreement. Notwithstanding anything to the contrary contained in this Agreement,no Party shall have any obligations under this Agreement, nor shall any payment be made in respect of any period after any December 31 of each calendar year during the term of this Agreement,without an appropriation therefore by that Party's governing body in accordance with a budget adopted in compliance with applicable provisions of law. 19. NOTICE. Requests for payment and any written notice required by this Agreement shall be deemed delivered on the happening of any of the following: (1)hand delivery to the person at the address below; (2)delivery by facsimile with confirmation of receipt to the fax number below; or(3)within three(3)days of being sent certified first class mail,postage prepaid,return receipt requested addressed as follows: Page 5 of 8 (1)Eagle County (2)Edwards Metropolitan District Eagle County Attorney Board of Directors P.O. Box 850 Edwards Metropolitan District Eagle, Colorado 81631 28 Second Street, Suite 213 Fax: (970) 328-8699 Edwards, CO 81632 Phone: (970)328-8685 Fax: (970) 926-6040 Phone: (970)926-6060 (3)Berry Creek Metropolitan District (4)Arrowhead Metropolitan District Board of Directors Board of Directors Berry Creek Metropolitan District Arrowhead Metropolitan District PO Box 1058 PO Box 600 Edwards, CO 81632 Edwards, CO 81632 Fax: (970)926-6040 Fax: (970) 926-6040 Phone: (970) 926-6060 Phone: (970) 926-6060 (5) Edwards Community Authority (6) Lake Creek Metropolitan District Board of Directors Board of Directors Edwards Community Authority Lake Creek Metropolitan District 28 Second Street, Suite 213 28 Second Street, Suite 213 Edwards, CO 81632 Edwards, CO 81632 Fax: (970) 926-6040 Fax: (970)926-6040 Phone: (970) 926-6060 Phone: (970) 926-6060 All Parties shall have the right,by giving written notice to the others, to change the address at which its notices are to be received. Page 6 of 8 IN-WITNESS WHEREOF, the Parties hereto have affixed their signatures this day of ---lirglittt,q ,2014.20 ATTEST: COUNTY OF EAGLE, STATE OF COLORADO st,GLE c By and Through Its o 0 04 , %, BOARD OF OUNTY COMMISSION ' S T /—a• b \U� 0 s�� By: IAf_LiALi �r r� Clerk to the Board of : - 11 ' Chairman 1 County Commissioners �t14 F'- (141 n tx - .4 w..i. ATTEST: EDWARDS METROPOLITAN DISTRICT 0,110-th1^41/1,t,t681 a By: - '''"'"' ATTEST: BERRY CREEK METROPOLITAN DISTRICT C1 t-e_ Aj lak By: r—) .044s it AAA/ IA ' —` ARRO ' I 1 T' • ' O ' DISTRICT _AMM By: - ∎_ iimp.--4 0 r fr.,- / ATTEST: EDWARDS COMMUNITY AUTHORITY ) 5j By: /v d114"// I ATTEST: LAKE CREEK TROPOL/'AN DISTRICT 4 10 YNI5\-- By _iiz,-41 Page 7 of 8 EXHIBIT A FINAL ROAD DESIGN SCOPE }) i' Zt h 7^ y ! • y.,:'• .sit : ' € ,`''y J �.f�ysf$ w�,, Y},K.i>/ oe� .#,� 'u(y.,�. 'R.e'1' 4 AA yy iY 0, rd�c' # , �, € ". '-t s r . , K� • Page 8 of 8 I A .