HomeMy WebLinkAboutC15-414 IGA between Minturn and Eagle County INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE TOWN OF MINTURN AND EAGLE COUNTY, COLORADO
CONCERNING THE EAGLE VALLEY TRAIL COMPLETION PROJECT
TOWN OF MINTURN TRAIL SEGMENT
THIS INTERGOVERNMENTAL AGREEMENT ("Agreement') is entered into by and
between the Town of Minturn, a Colorado municipal corporation(hereinafter"Town") and Eagle
County, Colorado a body corporate and politic (hereinafter"County"). Collectively the Town and
County shall be referred to as the"Parties". This Agreement is entered into and is effective on the
Zlt"` day of ocW,aey-` , 2015.
RECITALS
WHEREAS, C.R.S. 29-1-201et. seq. encourages intergovernmental agreements through
which local governments cooperate and participate in joint projects; and
WHEREAS, the Parties each support the effort to complete the Eagle Valley Trail System
through their participation in the Eagle County Regional Transportation Authority; and
WHEREAS, as part of the effort to complete the Eagle Valley Trail System, the Town and
County have been working cooperatively to plan for a public recreation trail from Dowd Junction
into Minturn starting at County Road 14 bridge over the Eagle River and ending at the Minturn
downtown commercial core(collectively, the"Project"); and
WHEREAS, through its 2015 budget the County is currently funding certain trail planning,
design and permit studies to support the eventual construction and completion of all of the
remaining unbuilt segments of the Eagle Valley Trail System and expects that process to carry
forward into 2016; and
WHEREAS, the Parties are working jointly to solicit planning, design and permit studies for
the Project and Inter-Mountain Engineering and its sub-consultants have been selected to perform
identified services; and
WHEREAS, the Parties are working together to develop construction cost estimates for the
Project by early 2016; and
WHEREAS, the County and Town have determined that the Project will serve the citizens
of Eagle County, as well as the residents of the Town: and
WHEREAS, the Parties desire to enter into this Agreement to define their respective roles
and responsibilities.
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AGREEMENT
NOW THEREFORE, in consideration of the mutual rights and obligations as set forth
below,the Parties agree as follows:
1. DESCRIPTION OF THE PROJECT LOCATION
1.1 The Project is generally depicted on Exhibit A entitled Eagle Valley Trail Minturn Segment.
Exhibit A is attached hereto and incorporated herein by reference. The Project location is generally
described as commencing at Highway 6 and County Road 14 (hereinafter"CR 14") and ending at
the point that CR 14 crosses over the Union Pacific Railroad tracks approximately 7,000 feet south
of the start point. The Project will generally be located on the east side of CR 14 in the public road
right of way or on public or private property not owned by County.
2. PROJECT SCOPE OF WORK AND FUNDING
2.1. County agrees to reimburse the Town in an amount up to and not to exceed $63,000.00
(sixty three thousand dollars) for the sole purpose of reimbursing the Town for costs incurred in the
performance of the tasks set forth in paragraph 2.2 below.
2.2 Town agrees to perform or enter into contracts with Inter-Mountain Engineering or other
consultants as necessary for the completion of the following tasks in connection with the Project
(collectively the"Work") as follows:
a. Obtain trail design studies and mapping for the proposed trail route identified on Exhibit A
to include,but not be limited to,trail location,topography,proposed grades for accessibility,
wildlife, geologic hazards, drainage,property lines,rights of way, utilities, structures and
proposed route.
b. Consultation and coordination with applicable local, state, federal and private landowners on
the proposed trail route.
c. Obtain environmental and cultural clearance studies for wetlands, archaeology,wildlife,
threatened and endangered species.
d. Make application to the US Forest Service for a right of way for the proposed trail route
including but not limited to legal description and exhibit map.
e. Make application to the Colorado State Land Board for proposed trail route including but
not limited to legal description and exhibit map.
f. Make application to the Union Pacific Rail Road for proposed trail route including but not
limited to legal description and exhibit map.
g. Obtain conceptual cost estimate for construction of the Minturn Segment of the trail
h. Coordinate with US Forest Service or others as needed.
i. Ensure that all consultants performing the Work are obligated to provide any and all reports,
studies, work product and other materials generated in connection with the Work and Project
for use by both County and Town. All Documents (defined below)prepared in connection
with the Work shall become property of County and Town. Town shall ensure that
consultants agree to execute written assignments to County and Town of all rights(including
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common law, statutory, and other rights, including copyrights)to the same as County or
Town shall from time to time request. "Documents" shall mean and include all reports,
plans, studies,tape or other electronic recordings, drawings, sketches, estimates, data sheets,
maps and work sheets produced, or prepared by or for consultants (including any employee
or sub-consultant in connection with the performance of the Work. Ensure consultants shall
provide electronic copies of all survey, engineering and other technical information in the
original computer aided drawing format as well as PDF format.
j. Ensure that County is a third party beneficiary to any agreement among the Town and its
consultants for the Project and provide copies of those contracts to County upon request.
Notwithstanding the foregoing, in no event shall County's status as an intended third party
beneficiary to a consulting agreement confer any obligations, duties or responsibilities upon
County.
k. Ensure that consultants maintain adequate insurance including commercial general liability
and professional liability coverage. Ensure consultants name Town and County as additional
insureds on commercial general liability coverage.
1. Ensure consultant(s) indemnifies Town and County in connection with the Work it
performs.
m. Ensure consultants acknowledge and agree that consulting agreement may be assigned to
County in the future without obtaining consultant(s) consent.Nothing herein shall obligate
Town to assign any consulting agreements to County or County to assume the same.
n. All Work identified in paragraph 2.2 shall be completed no later than February 28th, 2016.
2.3 Town agrees to deliver copies of Documents as defined above to County upon completion
and request.
2.4 The Project will be designed in compliance with the standards as adopted by the Town and
County in the 2001 Eagle Valley Regional Trails Plan and current Colorado Department of
Transportation Specifications for highway and multi-use path construction.
2.5 This Intergovernmental Agreement does not convey final approval of the route of the trail or
act as a license or easement for the same in CR 14. Approval of the trail route on County right of
way shall be processed as a separate matter upon application by the Town.
2.6 Town will be solely responsible for the management and administration of the planning and
design professional services for the Project. County shall have no responsibilities or role in
management or administration of the professional services, other than advisory, and will assist
Town upon request,to the extent possible for County.
2.7 Town will have sole decision authority on the final trail route within the Town's municipal
limits. County and Town will work cooperatively to identify an acceptable trail route outside of the
municipal limits,primarily with intent to ensure that all local, state and federal regulations relative
to the Project will be met and the necessary permits will be obtained for the Project.
Notwithstanding the foregoing,the Parties agree that County will have final decision making
authority outside of the Town's municipal boundary.
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3. ACCOUNTING AND REPORTING COST OF ASSETS
3.1 This Agreement represents the total of funds available for the Project, and the Town agrees
that it shall work in good faith to complete the tasks as described above in paragraph 2.2 of this
Agreement. Town may request additional funds for the Project upon showing cause which request
may be granted or denied by County in its sole discretion. The Parties acknowledge that funds
allocated to the Project are limited and County will have no obligation to provide additional
funding. The Parties will work together in good faith to fund and construct the Project, including
the sections located in the Town and in the unincorporated area near or adjacent to the Town limits,
as shown on Exhibit A.
3.2 Payment will be made for Work satisfactorily performed within thirty(30) days of receipt of
a proper and accurate invoice from Town for Work performed by its consultant(s)or sub-
consultants. All invoices shall include detail regarding the hours spent, tasks performed, who
performed each task and such other detail as County may request. Any out-of-pocket expenses
incurred by consultants or sub-consultants shall be repaid without additional mark up. Town will
seek reimbursement from County on a monthly basis for design costs for the Project by submitting
invoices to County. County's reimbursement to Town shall not exceed the County approved funds
for the Project as set forth in Paragraph 2.1 of this Agreement.
3.3 All funds received under this Agreement shall be expended solely for the purpose stated
herein, and any such funds not so expended, including funds lost or diverted to other purposes,will
be returned to the County.
3.4 The Town will assume all liability associated with the Project being funded through this
Agreement and to the extent allowed by law, shall indemnify and hold harmless the County with
respect to any claims, liability or judgments in any way related to, actually or allegedly caused by or
attributable to or resulting in any way from the operations and duties undertaken in connection with
this Agreement.
3.5 The Parties shall maintain for a minimum of three years, adequate financial records for
reporting to the other on the performance of responsibilities hereunder. Each party shall be subject
to audit by state, county or town auditors or their designees. Each party authorizes the other to
perform audits or to make inspections during normal business hours, upon 48 hours' notice. Each
party shall fully cooperate in the event of an audit or inspection.
3.6 Notwithstanding anything to the contrary contained in this Agreement, neither party shall
have any obligations under this Agreement after, nor shall any payments be made in respect of any
period after December 31 of any year, without an appropriation therefor in accordance with an
adopted budget in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local
Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment(Colorado
Constitution,Article X, Sec. 20).
4. INSURANCE AND GOVERNMENTAL IMMUNITY
4.1 Insurance. The County and the Town shall each provide their own insurance
coverage as each party may deem adequate and necessary for any potential liability arising
from this Agreement.
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4.2 No Waiver of 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, 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.
5. TERM AND TERMINATION
5.1 This Agreement will be effective as of the day and year first set forth above and will
terminate on December 31, 2016. This Agreement shall automatically renew for one
additional year until December 31, 2017 unless earlier terminated as set forth herein.
5.2 If either party fails to substantially perform the duties and obligations in accordance
herewith,the other party may terminate this Agreement upon seven(7) days written notice
to that party, unless that party cures the breach within the seven(7) day remedy period or
such other period as mutually agreed to by the Parties. Either party may terminate this
Agreement without cause upon thirty(30)days written notice.
6. MISCELLANEOUS
6.1 Notices and Payments. All notices, bills and payments shall be made in writing and
may be given by personal delivery or by mail.Notices, bills,payments sent by mail should
be addressed as follows:
Eagle County
Attn: Ellie Caryl, ECO Trails Program Manager
P.O. Box 1070
Gypsum, CO 81637
Hand deliver: 3289 Cooley Mesa Road, Gypsum
Phone: 970-328-3523
Town of Minturn
Attn: Willy Powell, Town Manager
P.O. Box 309
Minturn, CO 81645
Hand deliver: 302 Pine Street, Minturn
Phone: 970-827-5645
6.2 Modification. This Agreement contains the entire agreement between the Parties.
This Agreement may not be amended or supplemented,nor may any obligations hereunder
by waived, except by agreement signed by both Parties.
6.3 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.
6.4 No Assignment. Neither party shall assign this Agreement without the prior written
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consent of the other. Either party may terminate this Agreement if the other assigns this
Agreement without the prior written consent of the other.
6.5 Jurisdiction and Venue. This Agreement shall be interpreted in accordance with
the laws of the state of Colorado and the Parties agree to submit to the jurisdiction of the
courts thereof. Venue shall be in the Eagle County District Court.
6.6 Invalidity. Invalidity or unenforceability of any provision of this Agreement shall
not affect the other provisions hereof, and this Agreement shall be construed as if such
invalid or unenforceable provision was omitted.
6.7 Compliance With Law. Each party shall comply with all applicable federal, state and local
rules, regulations and laws.
6.8 Time of Essence. Each party agrees to perform its obligations hereunder in an expeditious
manner,within the sound exercise of its judgment and professional standards. Time is of the
essence with respect to this Agreement.
IN WITNESS WHEREOF,each party, by signature below of its authorized
representative, hereby acknowledges that it has read this Agreement, understands it and
agrees to be bound by its terms and conditions.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Throu_h Its BOARD OF COUNTY
COMMISSI• ERS
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cL e Kathy C / dler-Henry, Chair ,
Attest: ok ��,
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By: 1 — @
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Teak J. Simonton, Clerk to the Board
TOWN OF MINTURN
By:
•rdon laherty,Mayor
Attest:
By A '" 1 TURj
Jay : unvand, Town Clerk
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