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Home My WebLink AboutC15-332 Town of Avon IGA INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND THE TOWN OF AVON REGARDING THE WALMART ECO TRANSIT SHELTER THIS INTERGOVERNMENTAL AGREEMENT ("Agreement"), made and entered into on August 1( , 2015 ("Effective Date"),by and between the Board of County Commissioners of the County of Eagle, State of Colorado, a body corporate and politic ("County") and the Town of Avon, a Colorado home rule municipal corporation("Town") (individually referred to as "Party" and collectively referred to as "Parties"). RECITALS: WHEREAS, Resolution No. 96-22 created the Eagle County Transportation Authority and provided for its duties and powers, among which are to provide recommendations to the County with respect to expenditure of funds serving the County's mass transportation system; and WHEREAS, the County is currently planning to undertake the design of a new bus shelter("Bus Shelter") to replace the existing ECO Transit bus stop sign located at the ECO Transit Walmart Bus Stop ("Project") and the Town has agreed to participate by assisting with funding and entering into contracts for construction of the Project; and WHEREAS, the County and Town agree that coordination of the Project will result in cost savings and construction benefits; and WHEREAS,the County and Town have determined that the construction of a new Bus Shelter shall serve the citizens of Eagle County, as well as the residents of the Town; and WHEREAS, this Agreement is authorized by C.R.S. § 29-1-201, et. seq., and Article XIV, Section 18 of the Colorado Constitution. NOW THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the Parties agree as follows: 1. SCOPE/DESCRIPTION OF THE PROJECT. A. The County has contracted for the design of the new Bus Shelter for the Walmart stop. The Project requires construction of the new Bus Shelter for the Walmart stop. The Project is located on an easement owned by the Town of Avon. B. The Bus Shelter will be built in the alignment and to the specification developed for the Project by the architectural plans prepared by Victor Mark Donalson Architects (plans dated 9/30/14; Job No. 1410) and engineering plans prepared by Martin/Martin Consulting Engineers (plans data 7/9/14; Job No. 14.0511)(hereinafter collectively referred to as the "Plans") and shall be located, as set forth in Exhibit A, attached hereto and incorporated herein by this reference. Copies of the Plans shall be ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 1 of 9 C(S 33Z furnished to the Town, with a copy retained by and maintained in the office of ECO Transit Director, and such Plans shall be incorporated herein by this reference. In the event the Town desires to deviate from the alignment or approved specifications set forth in the Plans, it shall first obtain written approval for such modification from the County. C. The Parties agree that this Project requires coordination and effort by and between the Parties and that it is impossible to anticipate every issue that might arise in the course of planning, management, design and construction of the Project. In order to promote the timely, efficient and economical completion of the Project, each Party agrees to work with the other Party in good faith and fair dealing. 2. PROJECT FUNDING. Town and County have approved, budgeted and committed to funding the Project as follows: A. County shall be responsible for costs associated with the Plans. B. The Town shall be responsible for costs associated with the civil engineering and site planning of the Bus Shelter as depicted in Exhibit A that are acceptable to both the Town and County. C. All construction costs shall be shared equally by the Parties (i.e. each Party shall pay 50% of construction costs),provided that each Party's financial obligation for construction costs shall not exceed $30,000 without prior written consent and agreement of both the County and Town. D. The County agrees to apply for and obtain design review approval from the Traer Creek Design Review Board for the Project and agrees that the County shall be responsible for costs associated with the Traer Creek Design Review Board application and process. E. The Town agrees to waive any building permit or other Town fees associated with the Project and the Town will act as the applicant and will issue a building permit for the Project. F. Upon mutual written agreement which may be approved administratively by the respective designated Project Representative for each Party or in accordance with a Party's contract policies, the Parties may alter the site and/or shelter design to respond to the Traer Creek Design Review Board or to decrease construction costs. Any savings resulting from a decrease in costs shall be shared equally by the Parties. G. The Town agrees to competitively bid the Project in accordance with the Town's Procurement Policy and will enter into all contracts necessary for the construction of the Project and will provide all construction management services at no cost to the County and independent of costs associated with Sections 2.A. to 2.C. above. H. The Town and County shall mutually agree on the selection of a contractor. ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 2 of 9 I. The Parties agree that the amount set forth in Section 2.C. is expected to be sufficient to complete the Project and obligations set forth in that Section. If, after the Project is bid and before construction begins, the Parties determine that the funds identified are not sufficient, then the Parties shall work together to identify whether there are any cost savings that can be applied. If no cost savings are available, then the Parties shall mutually agree upon how to address such cost overruns or alternatively, either Party may elect to terminate this Agreement. J. If there are cost overruns that occur during construction, the Parties agree to meet and in good faith determine how to address such cost overruns, provided that if the Parties are unable to agree, the Town shall be liable for cost overruns. K. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to either Party nor shall any payment be made in excess of the amount for any work done in respect of any period after December 31 of any year without the written approval in accordance with a budget adopted by the Board of County Commissioners or Avon Town Council in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, Local Government Budget Law(C.R.S. 29-1-101 et. seq. and Tabor Amendment (Colorado Constitution, Article X, Sec. 20). L. Upon completion of the Project, the Town will submit one complete and final invoice based on funds actually expended by it to the Director of the Eagle County Regional Transportation Authority, P.O. Box 1070, Gypsum, Colorado 81637. Payment will be made according to the County's regular bill paying procedure. M. The Town shall maintain adequate records for reporting to the County. The Town shall maintain all records pertaining to this Agreement for a minimum of three (3) years and may be subjected to an audit by federal, state, or county auditors or their designees as requested. If misuse of funds is discovered by an auditor, the Town shall return said misused funds to the County. N. The Town authorizes the County to perform audits and to make inspections during normal business hours at the convenience of the Town, with forty-eight (48) hours written notice, for the purpose of evaluating performance under this Agreement. 3. PROJECT TEAM AND REPRESENTATIVES. The Parties agree that the Town of Avon Engineering staff and County ECO Transit Department staff shall serve as the project team. Justin Hildreth shall serve as the Project Representative for the Town and Jared Barnes shall serve as the Project Representative for the County. 4. CONSTRUCTION AND CONSTRUCTION MANAGEMENT. A. The Town will enter into construction contracts through a public solicitation process in accordance with the Town Procurement Policy and in a form and with warranties acceptable to the County and will seek an itemized statement of costs for the Bus Shelter. The Project shall be managed such that it remains free and clear of all liens ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 3 of 9 and encumbrances. B. The County will be named a third party beneficiary with respect to any work in connection with the Bus Shelter and the County shall have the right, but not the obligation, to enforce the warranty or other contract provisions for work affecting the new Bus Shelter structure to be owned by the County. C. The Town will manage and administer the contracts with assistance from the County, if requested and available. D. The Parties agree to waive any claims against each other associated with the selection, preparation and administration of the construction contract. The Parties agree to waive and hold harmless each other from any defects or deficiencies in the design or construction of the Project. Neither Party is waiving any claims that might arise against the designer or contractor. 5. TERM OF AGREEMENT. A. The term ("Term") of this Agreement shall commence on the Effective Date and shall terminate on December 31, 2040. B. If the Town and the County mutually agree to early termination of this Agreement prior to the termination of the Term, then the County shall have the option to remove the Bus Shelter and reimburse the Town in the amount of fifty percent(50%) of the current value of the Bus Shelter structure, which amount shall be mutually agreed to by the Parties and which amount shall not exceed the Town's share of actual construction costs. Alternatively, if the County does not opt to remove the Bus Shelter upon any such early termination, the Town agrees to reimburse the County in the amount of fifty percent(50%) of the current value of the Bus Shelter structure, which amount shall be mutually agreed to by the Parties and which amount shall not exceed the County's share of actual construction costs. 6. USE AND MANAGEMENT OBLIGATION. A. The Parties agree that the County and the Town shall be equal owners of undivided interest in the Bus Shelter structure upon completion of construction and that the County and Avon shall have equal right, in accordance with the terms of this Agreement, to access and use the Bus Shelter for ECO Transit or Town bus service operations,maintenance and repair. B. Following completion of construction, County shall be responsible for all upkeep and maintenance associated with the Bus Shelter structure. County agrees to maintain the Bus Shelter in good repair at all times in accordance with its general standards for similar facilities or structures. C. The Town shall be responsible for all upkeep and maintenance of the areas immediately surrounding the Bus Shelter, including,but not limited to trash cleanup ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 4 of 9 and snow removal. 7. INSURANCE. The County and Town shall each provide its own public liability, property damage and errors and omissions coverage as each Party may deem adequate and necessary for any potential liability arising from this Agreement. 8. GOVERNMENTAL IMMUNITY. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to either Party, its officials, employees, contractors' or agents, or any other person acting on behalf of either Party and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 9. LIABILITY. The County, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of the Town or of any officer or employee thereof. Likewise, the Town, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors or omissions of the County or by any officer or employee thereof. 10. NOTICE. 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: Eagle County Eagle County Regional Transportation Authority Attn: Jared Barnes P.O. Box 1070 Gypsum, Colorado 81637 THE TOWN: Town of Avon Attn: Town Manager P.O. Box 975 Avon, Colorado 81620 11. ASSIGNMENT. Neither Party may assign its rights or obligations without the express written consent of the other Party and any attempted assignment without such written consent shall be null and void. 12. MODIFICATION. This Agreement contains the entire agreement between the parties, and no agreement shall be effective to change, modify, or terminate in whole or in part unless such agreement is in writing and duly signed by the party against whom enforcement of such change,modification, or termination is sought. ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 5 of 9 13. NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub-consultant or sub-contractor of Town or County. Absolutely no third party beneficiaries are intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 14. MISCELLANEOUS. A. The Parties of this Agreement intend that the relationship of the Town to the County is that of cooperating governmental entities pursuant to C.R.S. § 29-1-201, et. seq., and Article XIV, Section 18 of the Colorado Constitution. No officer, agent, employee or volunteer of, or contractor for the Town shall be deemed to be an agent, employee or volunteer of or contractor for the County. Likewise, no officer, agent, employee or volunteer of the County shall be deemed to be an agent, employee or volunteer for the Town. B. The validity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provisions were omitted. C. Each party shall comply with all applicable laws, resolutions, and codes of the State of Colorado, County of Eagle, Town of Avon and all federal laws barring discrimination. D. No person shall have any personal financial interest, direct or indirect, in this Agreement. E. The law of the State of Colorado shall be applied in the interpretation, execution and enforcement of this Agreement. Venue for any action arising out of any dispute pertaining to this Agreement shall be exclusive in Eagle County, Colorado. F. This Agreement represents the full and complete understanding of the Parties, and supersedes any prior agreements, discussions, negotiations,representations or understandings of Parties with respect to the subject matter contained herein. ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 6 of 9 • 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 duplicate. One counterpart each has been delivered to the County and the Town. COUNTY OF EAGLE, STATE OF COLORADO,By and Through Its BOARD OF COUNTY COMMISSIONERS ATTEST: yoF 4.404, 11. z 1 •Clerk to th :oard of •<oeaod * Kathy Chf dler-Henry,Chair County Commis.= 107`+ .041v? TOWN OF AVON ATTEST: By: 0e J1-ti By: At k 1-14 l Debbie Hoppe,To wlerk Jenn - Fancher,Mayor " I ECO-TOA IGA re Traer Creek Plaza Bus Shelter July 28,2014-FINAL Page 7 of 9 Exhibit A ,,..ter-Mountain 3NGlNEERING Civil Engineers &Surveyors Legal Description for Proposed Bus Shelter Exhibit A A parcel of land located in The Traer Creek Plaza recorded August 2,2014 at Reception No.201412780 In the Office of the Clerk and Recorder of Eagle County,Colorado,which is a part of Lot 2,The Village(at Avon)Filing 1 recorded May 8,2002 at Reception No. 795007 in the Office of the Clerk and Recorder of Eagle County,Colorado,and being more particularly described as follows; Commencing at a corner along the east line of said Traer Creek Plaza common to the west right of way line of Fawcett Road; Thence continuing 5,04°37'25"W.along said common line a distance of 16.43'to the True Point of Beginning; Thence 5.04°37'25"W along said common line a distance of 23.75'to a point; Thence N.85°03'02"W.a distance of 10.35'to a point; Thence N.04°56'58'1.a distance of 23.75'to a point; Thence 5.85°03'02"E.a distance of 10.21'to the True Point of Beginning. Said Parcel of land contains 244 sq.ft.,more or less. Prepared r-,00 REG7st ; fey./74 076• 6 !: i ne �.;r(111QL�s.p.E. ky5 6 Inter-Mo 8 nafeN i; d. P.O.Box 978 Avon,CO.81620 970-949-5072 DENVER OFFICE 9818 Brook Nii Lane I Lone Tree,CO 80124 i Phone 303948 0220 I Fac 303,790.4499 VAIL VALLEY OFFICE 40601 US.Fig?,trey 6,5,.,(10 203 PC'Box 97$ 1 Avon.CO 81620 1 Phone.970.948.5012 I Fax:970 949,9339 WWI&_GOIME.COM ECO-TOA IGA re Walmart Bus Shelter July 28,2014-FINAL Page 8 of 9 9" ,,,,,,e2 P 1,1 •:, n lir 4.•-7,`1' Cg. ' P. ,.,24,„9•4r, lq 0-3 g 2 s 501I E w 3 t I 4 8 a-1-Z f M 1W -' ,.. 03o „-- • - - \ il .•..e 2 3 —-- % :',.• 0 •a ---- a - \ \ g'f"7 el 1, c.- -- ‘, II ---'-'-- % ‘ 7" 74 lo Ili 4 4 a I. 1 \ 4 VA ‘ .4 L°1 \ 4 t.q ("‘ 4°, 4 la .')/ 4 ('-'4" 1 4 Cdt, Y.@ j, . ik „ g \ t 9 RE A \ \ \ --1 . % P ..-1' -- \ _- , . . ___-1 lc 2,1 -' t., - ..0.3 . - a,. I _- I I 1,•• N 71 , p i I 1 3: k 1,75 7 \\ t A. . 1 c, yt■ 4. II , B 9 ti, tcl, X P 1 * - A 10 o, .... t ,dz1 , _ ‘..„. 22 Tc -cm rrl . , . 10 1 ' T \ .r1 ,.k V 4 , z 4 i 5:11 I g i 20 I f II 1 ,u 7 E ..., g 1 ' 12,P I cz LEGAL DIFIBIT 1 5 111 later-Mountain w PART OF LOT 2 ',ENGINEERiNG THE ML.LAGE(AT AV IN MN FLG 1 . Ova((no melon,W Survaryorw TOW'. Of AVON, EAGLE COUNTY, COLORKDO .111,1,7, ECO-TOA IGA re waimart Bus wiener July 28,2014-FINAL Page 9 of 9