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HomeMy WebLinkAboutC99-017 Roaring Fork Transit AgencyG°q�-I'1-o3 .. u AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO ANE ROARING FORK TRANSIT AGENCY THIS AGREEMENT, made and entered in to this' day o Y�iJ 19�by and between the Board of County Commissioners of the County of Ea , State o Coloila&, a body corporate and politic by and through the Eagle County Regional Transportation Authority (hereinafter referred to as the "County") and the Roaring Fork Transit Agency, (hereinafter referred to as "RFTA"). WITNESSETH: WHEREAS, Resolution No. 96-22 created the Eagle County Transportation Authority and provided for its duties and powers, which include determining grants to be funded from the monies budgeted and appropriated therefor; and WHEREAS, on October 15, 1998, the Eagle County Transportation Authority approved the Grant Application of RFTA and recommended to the Eagle County Board of County Commission- ers that a grant for fiscal year 1999 in the amount of $305,344.00 be awarded to RFTA; and NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the parties hereto agree hereby as follows: 1. SCOPE A. The County has awarded RFTA grant funds in the amount of $300,844.00 for the purpose of providing public transportation services to the Basalt and El Jebel areas of Eagle County and $4,500 for the purpose of purchasing bike lockers and racks to be installed in the Basalt and El Jebel areas of Eagle County. B. In consideration for the monetary payment described in the preceding paragraph, RFTA shall utilize and spend the funds for the purposes of providing transportation and commuter services which link Aspen, Snowmass Village, Airport/Business Center, Woody Creek, Basalt and El Jebel. Passengers are charged a fare for this service. In addition, bike lockers and racks are to be purchased and installed in the Basalt and El Jebel area of Eagle County. 2. PERIOD OF AGREEMENT A. The term of this Agreement shall commence on the date the Agreement is executed by both parties and end December 31,1999. However, the County may terminate the contract between the County and the Contractor (therefore terminating this Agreement) on ten (10) days' notice if it is deemed by the County that the project is not fulfilling the program as specified in the project application or for other sufficient reasons. Any unexpended funds may be required to be returned to the County as well as any funds not properly expended according to project objectives. B. Notwithstanding the above, in the event RFTA becomes insolvent, or is declared bankrupt, or dissolves, then the County may declare in writing that this Agreement is terminated, and all rights of RFTA and obligations of the County shall thereupon terminate and cease immediately. 3. RFTA'S DUTIES RFTA shall comply with the following Requirements: A. All funds received under this Agreement shall be expended solely for the purpose of which granted, and any such funds not so expended, including funds lost or diverted to other purposes, will be returned to the County. B. RFTA shall maintain adequate records of matching expenditures for reporting to the County. RFTA 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 RFTA shall return said misused funds to the County. C. RFTA authorizes the County to perform audits and to make inspections during normal business hours at the convenience of the RFTA, with forty-eight (48) hours written notice, for the purpose of evaluating performance under this Agreement. 4. PAYMENT A. In order to receive the funds granted under this Agreement, Contractor will submit quarterly invoices for payment to the Director of the Eagle County Regional Transportation Authority, P.O. Box 1564, Avon, Colorado 81620. Payment will be made according to the County's regular bill paying procedure. 2 5. 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 c/o County Attorney P.O. Box 850 Eagle, Colorado 81631 RFTA: Roaring Fork Transit Agency c/o Dan Blankenship 20101 West Highway 82 Aspen, CO 81611 6. MODIFICATIONS AND WAIVER RFTA shall not assign any rights or duties under the Agreement to a third party without the written consent of the County, which shall determine the acceptability of the third parry to the County. Any effort to effect such an assignment without the written consent of the County will terminate the Agreement immediately at the option of the County. 7. MISCELLANEOUS A. The parties of this Agreement intend that the relationship of the Contractor to the County is that of an independent contractor. No agent, employee or volunteer of the Contractor shall be deemed to be an agent, employee or volunteer of the County. B. This Agreement shall be binding upon and inure to the benefit of the Contractor and the County and their respective heirs, legal representatives, executors, administrators, successors and assigns; provided, however, that neither party may assign nor delegate any of its rights or obligation hereunder without first obtaining the written consent of the other party. C. In the event that a dispute should arise relating to the performance of the services to be provided under this Agreement, and should that dispute result in litigation, it is agreed that the prevailing parry shall be entitled to recover all reasonable costs incurred in the defense of the claim, including staff time, court costs, attorney.'s fees, and other claim -related expenses. 3 `o, .%WWI. D. 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. E. Contractor shall indemnify and hold harmless the County with respect to any claims, liability, or judgments from any acts or omissions of the Contractor, and any of the Contractor's officers, employees, agents or volunteers. F. The Contractor shall comply with all applicable laws, resolutions, and codes of the State of Colorado and the County of Eagle and all federal laws barring discrimina- tion. G. No person shall have any personal financial interest, direct or indirect, in this Agreement. H. The County's financial obligations under this agreement are contingent upon its receiving sufficient revenues within its budget. 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 quadruplicate. One counterpart each has been delivered to the County and RFTA. ATTEST: C Clerk to the Regional Transportation Authority ATTEST: 4 '/o Board I kaw\contract\rfta99.grt COUNTY OF EAGLE, STATE OF COLORADO by and through its REGIONAL TRANSPORTATION . AUTHORITY By: ^ .y KMh Foley, hairm ROARING FORK i Board of Directors