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HomeMy WebLinkAboutC24-497 IGA Eagle Valley Transportation Authority_healthy aging INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE EAGLE VALLEY TRANSPORTATION AUTHORITY FOR HEALTHY AGING TRANSIT SERVICES This Intergovernmental Agreement (this “Agreement”) is entered into effective by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (“County”), whose mailing address is P.O. Box 850, Eagle, Colorado 81631, and the Eagle Valley Transportation Authority, a political subdivision of the State of Colorado (“EVTA”), whose mailing address is P.O. Box 1070, Gypsum, CO 81637. County and EVTA are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the Parties as follows: 1. Scope of Services. EVTA agrees to provide transit service for Eagle County Healthy Aging program participants to and from the Eagle site of Eagle County Healthy Aging located at the Golden Eagle Senior Center, 715 Broadway, Eagle, Colorado every Tuesday and Thursday from 8:00am – 5:00pm and, as requested by County, every other Monday, and to the Minturn site of Eagle County Healthy Aging located in the Vail Ski and Snowboard Academy/Maloit Park Senior Space, Room 105, 1 Academy Loop, Minturn, CO every Wednesday and Friday from 8:00am-5:00pm and, as requested by County, every other Monday, as further described in Exhibit A, attached hereto and incorporated herein by this reference (the “Services”). All provisions of Exhibit A, including without limitation any terms and conditions included therein, shall be subject to the provisions of this Agreement. In the event of a conflict or inconsistency between a provision in the body of this Agreement and a provision in Exhibit A or any other exhibit or schedule attached hereto, the provision in the body of this Agreement shall control. 2. Term of Agreement. This Agreement shall be effective upon signature and subject to the provisions of paragraphs 3 and 22 hereof, shall continue in full force and effect through December 31, 2025. This Agreement may be extended for additional one-year terms upon written agreement of the Parties. Any amendments or modifications shall be in writing signed by both Parties. 3. Early Termination. Either Party may terminate this Agreement at any time with or without cause by providing written notice of termination to the other Party. Such notice shall be delivered at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the Parties. In the event of any such early termination by either party, the EVTA shall be paid for Services performed up to the date of termination, by calculation of a prorated portion of the monthly flat fee described in Section 4 of this Agreement. EVTA understands and agrees that such payment shall be EVTA’s sole right and remedy for such termination. 4. Compensation. In consideration of the Services to be performed pursuant to this Agreement, County agrees to pay EVTA a monthly flat fee of $8,100.00, as set forth in Exhibit A. EVTA will submit invoices to County by the 10th day of each month on account of the prior month. Payment will be made within thirty (30) days of receipt of the invoice. County shall provide no benefits to EVTA other than the compensation provided for herein. 5. Project Representative. County will designate, prior to commencement of Services, its project representative (the “County Representative”) who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the Services. All requests for contract Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24 12/20/2024 2 interpretations, change orders, and other clarification or instruction shall be directed to County Representative. 6. Independent Contractor. The parties agree that the services to be performed by EVTA are those of an independent contractor and not of an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, partnership, joint venture or any other relationship between County and EVTA. Neither party shall have the authority to bind the other. Neither EVTA nor its employees are entitled to workers’ compensation benefits from County for the performance of the Services described in this Agreement. 7. Assignment and Subcontracting. EVTA agrees that it will not assign any of its rights or obligations, or subcontract performance obligations under this Agreement without obtaining County’s prior written consent. Any assignment or subcontracting without such consent will be ineffective and void and shall be cause for termination of this Agreement by County. County has sole and absolute discretion whether to consent to any assignment or subcontracting, or to terminate the Agreement because of unauthorized assignment or subcontracting. In the event of any subcontracting or unauthorized assignment: (i) EVTA shall remain responsible to County; and (ii) no contractual relationship shall be created between County and any sub-consultant, subcontractor or assign. 8. Standard of Care. EVTA shall perform the Services hereunder at or above the standard of care of those in its profession or industry providing similar services in County’s local area. 9. Notification of Errors. EVTA agrees to call to County’s attention errors in any plans, instructions, information, requirements, procedures, and other data supplied to EVTA by County that it becomes aware of and believes may be unsuitable, improper, or inaccurate in a material way. However, EVTA shall not independently verify the validity, completeness, or accuracy of such information unless otherwise expressly engaged to do so by County. Nothing shall detract from this obligation unless EVTA advises County in writing that such data may be unsuitable, improper, or inaccurate and County nevertheless confirms in writing that it wishes EVTA to proceed according to such data as originally given. 10. Insurance. EVTA and County are "public entities" within the meaning of the Colorado Governmental Immunity Act, C.R.S. §24-10-101 ("CGIA"). Both Parties shall, at all times during the term of this Agreement, maintain any such liability insurance, whether by commercial policy or self-insurance, as is necessary to meet any liability under the CGIA. County and EVTA, respectively as named insureds, shall include the other respective party, its officers, employees, and agents, as additional insureds under the named insured's insurance policies. The named insured's insurance shall be primary and non-contributory as respects any covered claim against an additional insured arising out of the premises or operations of the named insured. Each Party shall be responsible for any suits, demands, costs, or actions at law resulting from its own acts or omissions. 11. Indemnification. Subject to Sections 10 and 22 of this Agreement, EVTA shall, to the extent of EVTA’s insurance coverage and to the extent permitted by law, indemnify, hold harmless and defend County from and against any and all claims arising from the negligent performance by EVTA of the Services hereunder, except that EVTA shall not be liable for claims caused by the negligence or willful misconduct of County. To the extent permitted by law, in case any action or proceeding be brought against County by reason of any such claim, EVTA, upon notice from County, shall defend the same at EVTA’s expense by counsel satisfactory to County. Any release, hold harmless and indemnity given hereunder shall not constitute a waiver of any rights or immunities afforded the Parties under § 24-10-101, et seq., C.R.S. and any fiscal or monetary obligations of each Party arising under this Agreement shall be subject to annual budgeting and appropriation by the respective governing body of each Party. Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24 3 12. Warranty. EVTA shall perform all Services in a prompt, efficient and workmanlike manner. EVTA shall correct any errors or deficiencies in EVTA’s Services of which it becomes aware promptly and without additional compensation unless such corrective action is directly attributable to errors or deficiencies in information furnished by County. County’s approval of EVTA’s services shall not diminish or release EVTA’s duties or obligations hereunder, since County is ultimately relying upon EVTA’s skill and knowledge to perform the Services. 13. Compliance with Laws. EVTA is obligated to familiarize itself and comply with all laws applicable to the performance of the Services, including without limitation all state and local licensing and registration requirements. 14. Acceptance Not Waiver. County’s approval or acceptance of, or payment for, any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to County under this Agreement. 15. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either Party should fail or refuse to perform according to the terms of this Agreement, such Party may be declared in default. 16. Remedies. In the event a Party declares a default by the other Party, such defaulting Party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the Party declaring default may elect to terminate the Agreement and seek damages. 17. No Waiver of Liability or Immunity. The Parties hereto intend that nothing herein shall be deemed or construed as a waiver by either Party of the monetary limitations or any other rights, immunities, defenses, and protections afforded to them under the Colorado Governmental Immunity Act (Section 24- 10-101, C.R.S. et seq), as from time to time amended, or otherwise available to EVTA or County or to their respective officers or employees. The Parties agree that in the event any claim or suit is brought against either or both Parties by any third party as a result of the operation of this Agreement that both Parties will cooperate with each other, and with the insuring entities of both Parties, in defending such claim or suit. 18. Binding Effect. This writing constitutes the entire agreement between the Parties and shall be binding upon the Parties, their officers, employees, agents and assigns and shall inure to the benefit of the Parties’ respective survivors, heirs, personal representatives, successors and permitted assigns. 19. Integration and Amendment. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. No amendment or modification of this Agreement shall be binding upon the Parties unless the same is in writing and approved by a duly authorized representative of each Party. 20. Law; Venue. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. Venue for any dispute between the Parties arising out of or relating to this Agreement shall be in the State of Colorado District Court for Eagle County. 21. Severability. In the event any term or condition of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 22. Annual Appropriation. Pursuant to Article X, Section 20 of the Colorado Constitution, the Parties’ obligations hereunder are subject to the annual appropriation of funds necessary for the performance thereof, which appropriations will be made in the sole discretion of the Party’s governing Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24 4 board. In the event that sufficient funds for the obligations contained in this Agreement are not made, such event may trigger the Parties’ rights to termination for default. 23. Taxes. County is a governmental entity and is therefore exempt from state and local sales and use tax. County will not pay for or reimburse any sales or use tax that may not directly be imposed against County. EVTA shall use County’s sales tax exemption for the purchase of any and all products and equipment on behalf of County. 24. Time is of the Essence. All times stated in this Agreement are of the essence. 25. Notices. All notices which are required, or which may be given under this Agreement shall be effective when mailed via registered or certified mail, postage prepaid and sent to the address first set forth above. Either Party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. A copy of any notice provided to County shall also be sent to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us A copy of any notice provided to EVTA shall also be sent to: Collins Cole Flynn Winn & Ulmer, PLLC Attn: Kathryn Winn 165 S. Union Blvd, Suite 785 Lakewood, CO 80228 Telephone: 303-218-7205 Email: kwinn@cogovlaw.com 26. Counterparts, Electronic Signatures and Electronic Records. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. The Parties consent to the use of electronic signatures and agree that the transaction may be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-101, et seq., C.R.S. 27. No Third-Party Beneficiaries. The Parties to this Agreement do not intend to benefit any person not a party to this Agreement. No person or entity, other than the Parties to this Agreement, shall have any right, legal or equitable, to enforce any provision of this Agreement. 28. Section Headings. The section headings in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of any part of this Agreement. 29. Not Construed Against Drafter. Each Party acknowledges that it has had an adequate opportunity to review each and every provision contained in this Agreement, including the opportunity to consult with legal counsel. Based on the foregoing, no provision of this Agreement shall be construed Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24 5 against either Party by reason of such Party being deemed to have drafted such provision. 30. Non-Liability for Consequential Damages or Lost Profits. The Parties agree that EVTA shall not be liable for any indirect or consequential damages which may arise from any breach of this Agreement by EVTA or which may arise by the EVTA’s breach of any implied or express warranty. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE VALLEY TRANSPORTATION AUTHORITY By: _______________________________ Its: ________________________________ Date: ______________________________ COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Matt Scherr, Chair Attest: By: Regina O’Brien, Clerk to the Board Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24 12/18/2024 Tanya Allen 6 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES EVTA will provide the Services every Monday through Friday, commencing January 1, 2025 and continuing through December 31, 2025, as follows: A. Supply a Healthy Aging-trained driver and vehicle for transportation of Healthy Aging program participants to and from the Eagle County Healthy Aging sites in Eagle (every Tuesday and Thursday and every other Monday) and in Minturn (every Wednesday and Friday and every other Monday) from 8:00 am to 5:00pm. The Services on Mondays will be provided on an as-needed basis, pursuant to County’s request. B. Accommodate to the best of their ability, requests for additional vehicles and drivers on special occasions. C. If a driver is unavailable, EVTA will supply a substitute driver. D. The driver will coordinate the daily route and communicate directly with riders. E. The driver will inform Healthy Aging staff prior to any planned absence for awareness and ease of planning. F. The driver will be the main point of contact for all transportation-related matters as well as setting up logistics for any new riders. G. EVTA leadership will maintain open communication with the Healthy Aging Manager. H. The driver will maintain daily rider logs to assist with monthly grant reporting requirements. I. Rider spreadsheets will be completed and sent to the Healthy Aging Manager by the 5th of each month for grant reporting purposes. County will: A. Provide EVTA with advanced notice of a need that falls outside of the normal schedule (e.g., needing 2 drivers and vehicles on the same day, needing an extra vehicle for a special occasion, etc.) and notify EVTA of requests for Monday services. B. Use reasonable efforts to assist EVTA with hiring of new Healthy Aging drivers if the situation arises. C. Maintain communication with the Healthy Aging driver for any updates or changes to the normal schedule. Financial Compensation: A. During the term of January 1, 2025 through December 31, 2025, County will compensate EVTA for the performance of the Services at the flat fee rate of $8,100.00 per month. Total compensation for the performance of Services under this Agreement shall not exceed $97,200 for the term of January 1, 2025 through December 31, 2025. Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24 7 B. EVTA will submit invoices at the end of each month for Services performed for said month to phinvoices@eaglecounty.us, with a copy to carly.rietmann@eaglecounty.us. Docusign Envelope ID: D1E3843B-384F-4C24-AD6B-59C8ED726C24