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HomeMy WebLinkAboutC20-010 Edwards MetroDistrictINTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND EDWARDS METROPOLITAN DISTRICT FOR I-70G EDWARDS INTERCHANGE UPGRADE PHASE 2 (EDWARDS ACCESS ROAD)MAINTENANCE THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made this / 2 day of Dece.mbe.(s. , 2019 by and between the Eagle County, Colorado, a body corporate and politic acting by and through its Board of County Commissioners ("County") and the Edwards Metropolitan District ("EMO"). The parties to the Agreement may be referred to singularly as the "Party" or plurally as the "Parties." RECITALS: WHEREAS, an interchange upgrade at the I-70G Edwards Interchange was completed by COOT pursuant to the intergovernmental agreement between COOT and the County for project NHPP 0702-344 (19944) (hereinafter referred to as the "Phase II Project"); and WHEREAS, COOT and the County recognize the importance and benefit of the County's operation and maintenance of the Phase II Project features, and to that end, COOT and the County entered into that certain Contract dated January 15, 2019 (the "COOT Contract") attached hereto as Exhibit I and incorporated herein by this reference, for the purpose of the County acting as the Local Agency for maintenance of the Phase II Project; and WHEREAS, the Phase II Project maintenance services are beneficial to the Edwards community and EMD has therefore agreed to provide certain maintenance services as set forth on the Scope of Work (the "Work") attached hereto as Exhibit II and incorporated herein by this reference; and 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 EMD enters 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, COOT has consented to EMO acting as a subcontractor to perform the EMO Maintenance as defined below and under the COOT Contract; and WHEREAS, this Agreement is entered into pursuant to, inter alia, C.R.S. §§ 29- 1-201, et seq., and Article XIV, Section 18 of the Colorado Constitution. DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the Parties and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the EMO and the County agree as follows: l. Maintenance Responsibilities. EMO agrees that it will, at its sole expense, maintain, operate, replace and make ample provision each year for the maintenance of those portions of the Work designated as Edwards Metro District's responsibility in the Scope of Work attached hereto as Exhibit II and incorporated herein by reference (the "EMD Maintenance"). The EMO Maintenance shall be performed in a satisfactory manner and in accordance with all requirements, standards and directions of COOT and the Local Agency Commitments contained in Exhibit I and all applicable federal and state statutes and ordinances and regulations promulgated thereunder. By approving this Agreement, the County grants EMO access to enter County ROW to perform said EMO Maintenance duties. In addition, by consenting to EMO acting as a subcontractor to perform these obligations, COOT has consented to EMD entering COOT ROW to perform said EMO Maintenance duties. 2. County's Obligations. A. County agrees that it will, at its sole cost and expense, maintain, operate, replace and make ample provision each year for the maintenance of those portions of the Work designated as Eagle County's responsibility in the Scope of Work attached hereto as Exhibit II. Such maintenance shall be performed in a satisfactory manner and in accordance with all requirements, standards and directions of COOT and the Local Agency Commitments contained in Exhibit I and all applicable federal and state statutes and ordinances and regulations promulgated thereunder. B. County shall have no further obligations under this Agreement, financial or otherwise, other than to provide timely notice to EMO of all requests or direction provided by COOT relating to maintenance of the Phase II Project. 3. Indemnification. To the extent permitted by law, EMD assumes all liabilities associated with the EMO Maintenance. Accordingly, to the extent allowed by Colorado law, EMD agrees to release, indemnify and hold harmless the County, and its officers, agents, and employees, against any and all claims or causes of action of any kind arising out of damage to real or personal property, or injury and/or death to persons, including the property, agents, or employees of either Party, resulting in any way from the operations and duties undertaken by EMO in connection with the EMO Maintenance or this Agreement. To the extent allowed by Colorado law, EMO shall further indemnify and hold harmless the County and its officers, agents, and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions, or proceedings of any kind or nature whatsoever, including Workman's Compensation claims, of or by any person, in any way resulting from or arising out of, either directly or indirectly, the operations and 2 DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB duties undertaken by EMD in connection with the EMD Maintenance or this Agreement. This indemnification shall be deemed to include the acts and omissions of all officers, employees, representatives, suppliers, invitees, contractors, and agents of EMD. 4. Independent Contractor Status. The Parties to this Agreement intend that the relationship between them is that of independent contractor. EMD, and any agent, employee, or servant of EMD shall not be deemed to be an employee, agent, or servant of the County. Other than requiring that EMD comply with all requirements, standards and directions of CDOT and the Local Agency Commitments contained in Exhibit I in completing the EMD Maintenance, Eagle County shall not attempt to oversee or supervise the work or actions of any EMD employee, contractor, subcontractor, consultant, servant or agent in the course of completing work under this Agreement. 5. Benefits. EMD and any agent, employee or servant of EMD is not entitled to any Workman's Compensation benefits through the County and is responsible for payment of any federal, state FICA and other income taxes. 6. Non-Assignable. This agreement is not assignable by either Party. 7. Integrated Agreement. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Parties and signed by authorized officers of each Party. This Agreement constitutes the entire agreement between the Parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 8. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 9. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be hand-delivered or sent by registered or certified regular mail, postage pre-paid to the addresses of the Parties as follows. Each Party by notice sent pursuant to this paragraph may change the address to which future notices should be sent. Notice to County: Ben Gerdes Eagle County Engineer 500 Broadway P .O. Box 850 Eagle, Colorado 81631 3 DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB Notice to Edwards Metropolitan District: Kenneth Marchetti Edwards Metropolitan District 28 Second St. Suite 213 Edwards, CO 81632 10. Immunity. The County and EMO agree and understand that both Parties are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq., as from time to time amended or otherwise available to either Party or any of their officers, agents, or employees. 11. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 12. Choice of Law and Venue. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Courts of Eagle County, Colorado. County shall have standing to bring an action to enforce the terms of this Agreement in District Court, including an action for specific performance and injunctive relief. 13. Duration. This Agreement shall remain in effect in perpetuity unless amended or terminated by the Parties. 14. Authority. EMO warrants that it possesses the legal authority to enter into this Agreement and that it has taken all actions required by all applicable procedures, by- laws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement and to bind them to its terms. The person executing this Agreement on behalf of EMO warrants that such person has full authorization to execute this Agreement. 15. No Third-Party Beneficiaries. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the County, EMO and potentially, COOT. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person or entity, other than COOT. It is the express intention of the County and EMO that any such person or entity, other than COOT, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. 16. Waiver. The waiver of any breach of a term, provision or requirement of this Agreement shall not be construed or deemed a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision or requirement. 4 DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB 17. Modification and Amendment. This Agreement is subject to such modifications as may be required by changes in a federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this Agreement on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this Agreement shall be effective unless agreed to in writing by both Parties in an amendment to this Agreement that is properly executed and approved in accordance with applicable law. 18. No Personal Liability. No elected official, director, officer, agent or employee of either Party shall be charged personally or held contractually liable by or to the other Party under any term or provision of this Agreement or because of any breach thereof or because of its or their execution, approval or attempted execution of this Agreement. 19. Appropriation Limitation. It is expressly understood that any financial obligations that may arise hereunder for purposes of this Agreement, whether direct or contingent, shall only extend to payment of monies duly and lawfully appropriated by the governing body of either Party. Nothing herein shall be construed as the creation in the County or EMO of a multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever. 20. Edwards Metropolitan District. The foregoing Agreement is approved by the Board of Directors of Edwards Metropolitan District at its regular meeting held on the 12 day of December, 2019. 21 . County Approval. The foregoing Agreement is approved by the Board of County Commissioners of Eagle County, Colorado at its regular meeting held on the __ day of _______ ~2019. In Witness whereof, the Parties hereto have caused this agreement to be executed as of the day and year first above written. EDWARDS METROPOLITAN DISTRICT Title: __ ~~~•?4M~-*~---- s DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB 1/7/2020 Attest: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Jeanne McQueeney, Chair By: ____________ _ Regina O 'Brien, Clerk to the Board 6 DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT IDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB I-70 Edwards Interchange Upgrade Phase 2 – Maintenance Agreement Maintenance Responsibilities: Item Eagle County / Edwards Metro District CDOT Pedestrian Bridges at UPRR and Eagle River EDWARDS METRO DISTRICT Sediment Vault (East of Spur Road and South of Eagle River) – Including Periodic clean out EAGLE COUNTY - ROAD AND BRIDGE Irrigation and landscaping installed by the project EDWARDS METRO DISTRICT Decorative features including Features Walls and Town Signs EDWARDS METRO DISTRICT Sweeping of Pavement along Spur Road EAGLE COUNTY - ROAD AND BRIDGE Snow Removal Accesses, Sidewalks and multi-use path ECO TRAILS (as indicated on attached drawings in red), EDWARDS METRO DISTRICT(as indicated on attached drawings in green) Roadway and roundabout Recreation Path ECO TRAILS (as indicated on attached drawings in red), EDWARDS METRO DISTRICT(as indicated on attached drawings in green) Electrical and Lighting Decorative lighting including lighted bollards and overhead lights NOT for roadway lighting including outlets, feature wall lighting and RRFB electrical. EDWARDS METRO DISTRICT Overhead lights for roadway lighting Retaining Walls and Roadway Structures Decorative aspects to retaining walls and structures. Including graffiti removal. EDWARDS METRO DISTRICT Structural aspects to retaining walls and roadway structures Pedestrian Railing EDWARDS METRO DISTRICT Storm Sewer System (Excluding Sediment Vault) X Hardscape including Pavement, Curb & Gutter, Splitter Islands, median cover material, and Truck Aprons X Minor Pavement Maintenance – Pothole repair, crack sealing, etc. X Guardrail X Any damage to the roadway that results from failure of aspects maintained by the County** Repaired at the expense of Eagle County EAGLE COUNTY - ROAD AND BRIDGE Signing and Striping RRFB maintenance including electric system EAGLE COUNTY - ROAD AND BRIDGE X (Excluding RRFB’s) EXHIBIT IIDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB *The County shall apply for a landscape and/or special use permit prior to any additional improvements on the project. ** Per CDOT - The "Any damage to the roadway..." item is something we (CDOT) put in most of our IGA's. I think the best example would be it a Local Agency didn't maintain their storm drain system and it damaged our roadway, that cost would be on the Locals rather than the state. That doesn't apply here though. Seems like most of the items the County is maintaining should be pretty low risk for damaging the roadway even if you ddin't maintain them. Maybe irrigation would be the biggest risk? I don't think we have had any problems with this in the past that I know of. Upon the closure of the project, the above responsibilities take effect. The above delineations apply only to new construction produced by the project. Existing unaltered appurtenances will continue to be maintained as they are currently. Any transfer of maintenance responsibilites to CDOT from Eagle County as described herein will no occur unless title of all ROW has been conveyed to CDOT. EXHIBIT IIDocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT II DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB EXHIBIT II DocuSign Envelope ID: D7B3BAC9-AE83-4B15-A60F-87A3FC76EAAB