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HomeMy WebLinkAboutC25-072 IGA Roaring Fork Transportation Authority_El Jebel and Valley Road ImprovementsRFTA/Eagle County El Jebel Improvements IGA 2-2025 1 INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND ROARING FORK TRANSPORTATION AUTHORITY FOR EL JEBEL ROAD / VALLEY ROAD IMPROVEMENTS THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement”) is made this day of , 2025 by and between Eagle County, Colorado, a body corporate and politic acting by and through its Board of County Commissioners ("County”) and the Roaring Fork Transportation Authority (“RFTA”). The parties to the Agreement may be referred to singularly as the “Party” or plurally as the “Parties.” RECITALS: WHEREAS, CDOT requires a new access permit for the intersection of El Jebel Road and State Highway 82; and WHEREAS, Improvements are required to relocate the intersection of West Valley Road and El Jebel Road a minimum 500-feet away from the El Jebel Road and State Highway 82 intersection; and WHEREAS, a design for the Improvements that is located partially on property owned by RFTA and operated as a Park and Ride has been identified (hereinafter “Project”); and WHEREAS, County and RFTA agree to provide easements between the parties to construct roadway and intersection improvements and parking lot improvements ; 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 Parties enter 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, 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. 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, RFTA and the County agree as follows:             RFTA/Eagle County El Jebel Improvements IGA 2-2025 2 Easements. RFTA and the County will execute easements between the Parties as depicted in ([KLELW$ attached hereto, which subjects the easement to the terms and conditions of the Federal Transit Administration (“FTA”) Very Small Starts Grant (number CO-03-0207-01) used to partially fund the purchase of the property and the park and ride improvements and which provides the FTA with a continuing interest in the property by virtue of the grant. RFTA continue to manage and maintain the park and ride after the completion of the construction of the improvements and maintain Satisfactory Continuing Control (SCC) of the property through its management of the park and ride. This agreement and the easements attached hereto is expressly subject to and conditioned upon the prior written approval of the FTA. Design. County will design all improvements associated with the Project and shown in ([KLELW% RFTA will reimburse County for expenses incurred for design of the expanded RFTA parking area as identified in ([KLELW& The estimated cost of design is $38,000 as detailed in the JVA, Inc. proposal attached hereto as([KLELW'. Construction. County will construct all improvements associated with the Project and shownin ([KLELW%. The RFTA Board of Directors will authorize construction of the expanded RFTA parking area as identified in ([KLELW& based on final design estimates and the bid price of the expanded portion of the parking. The cost of construction of the parking area will be based on the actual final construction cost. Maintenance Responsibilities. RFTA 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 RFTA’s Park and Ride parking lots and sidewalk attached hereto as ([KLELW( and incorporated herein by reference (the “RFTA Maintenance”). County’s Obligations.County agrees that it will, at its sole cost and expense, maintain, operate, replace and makeample provision each year for the maintenance of those portions of the Work designated asEagle County’s responsibility attached hereto as ([KLELW( and incorporated herein byreference (the “County Maintenance”). Indemnification. To the extent permitted by law, RFTA assumes all liabilities associated with the RFTA Maintenance. Accordingly, to the extent allowed by Colorado law, RFTA 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 RFTA in connection with the RFTA Maintenance or this Agreement. To the extent allowed by Colorado law, RFTA 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 duties undertaken by RFTA in connection with the RFTA 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 RFTA.           RFTA/Eagle County El Jebel Improvements IGA 2-2025 3 7. Independent Contractor Status. The Parties to this Agreement intend that the relationship between them is that of independent contractor. RFTA, and any agent, employee, or servant of RFTA shall not be deemed to be an employee, agent, or servant of the County. Other than requiring that RFTA comply with all requirements, standards and directions of CDOT and the Local Agency Commitments contained in completing the RFTA Maintenance, Eagle County shall not attempt to oversee or supervise the work or actions of any RFTA employee, contractor, subcontractor, consultant, servant or agent in the course of completing work under this Agreement. 8. Benefits. RFTA and any agent, employee or servant of RFTA 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. 9. Non-Assignable. This agreement is not assignable by either Party. 10. 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. 11. 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. 12. 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 Notice to Roaring Fork Transportation Authority: Kyle Eckes RFTA Project Manager 2307 Wulfsohn Road Glenwood Springs, Colorado 81601 13. Immunity. The County and RFTA 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           RFTA/Eagle County El Jebel Improvements IGA 2-2025 4 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. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 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. Duration. This Agreement shall remain in effect unless amended in writing or terminated by the Parties. County agrees to comply with the terms and the intent of the FTA VSS grant used to partially fund the purchase of and improvements on the RFTA El Jebel park and ride property. Authority. RFTA 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 RFTA warrants that such person has full authorization to execute this Agreement. 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, RFTA and potentially, CDOT. 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 CDOT. It is the express intention of the County and RFTA that any such person or entity, other than CDOT, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. 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. 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 ofthis Agreement shall be effective unless agreed to in writing by both Parties in an amendmentto this Agreement that is properly executed and approved in accordance with applicable law. 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           RFTA/Eagle County El Jebel Improvements IGA 2-2025 5 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. 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 RFTA of a multiple-fiscal year direct or indirect district debt or other financial obligation whatsoever. Roaring Fork Transportation Authority. The foregoing Agreement is approved by the Board of Directors of Roaring Fork Transportation Authority at its regular meeting held on the BBBBGD\RIBBBBBBBBBB County Approval. The foregoing Agreement is approved by the Board of County Commissioners of Eagle County, Colorado at its regular meeting held on theBBBBBGD\RI BBBBBBBBBBB                              RFTA/Eagle County El Jebel Improvements IGA 2-2025 7 ([KLELW$                     RFTA/Eagle County El Jebel Improvements IGA 2-2025 8 ([KLELW%                     RFTA/Eagle County El Jebel Improvements IGA 2-2025 9 ([KLELW&                     RFTA/Eagle County El Jebel Improvements IGA 2-2025 10 ([KLELW'           Ă Exhibit ' Scope of Services, Schedule, Fees August 26, 2024 Reference: Eagle County –El Jebel Road and Valley Road Intersection RFTA Additional Parking Lot Additional Design Services JVA Job No. 3505c JVA, Inc. will provide civil engineering services outside our current scope of work for the above- referenced project. The estimated scope and fees are for the El Jebel Road and Valley Road Intersection project near the State Highway 82 and El Jebel Road intersection in El Jebel. We are requiring additional fees for the design of the additional RFTA parking lot west of the originally proposed parking lot. A two-way drive with parking stalls on each side has been shown from the west end of the proposed parking lot tying into Valley Road. This layout has been conceptually shown in the strip of land between Valley Road and El Jebel Road. The design has been shown on the plans for the new intersection and is highlighted below: The design of this additional parking has been conceptually shown on the plans. This additional service request is for designing this portion of the parking lot from conceptual level through construction documents.           El Jebel Road and Valley Road Intersection RFTA Additional Parking Lot Additional Design Services August 26, 2024 2of 4 The County has also requested the design of the additional lot be updated to add a dedicated right hand turn lane off of Highway 82 to connect directly with Valley Road. This will require the additional lot to be redesigned to accommodate the new lane. The highlighted areas below are the proposed lane location and the changes to the additional lot. SCOPE OF WORK The original scope of services was based on the project RFP issued on June 17, 2021 and based on our proposal dated July 15, 2021. This scope of work will include the design of the aforementioned parking lot to include pedestrian connections to the up valley RFTA bus stop and existing parking lot, the underpass to the north side of Highway 82, Sopris Village and the Orchard Plaza shopping center, any required relocation and design of existing and proposed storm drainage infrastructure along with analysis of downstream conveyances, relocation and design of existing wet utility infrastructure including fire hydrants and appurtenances if necessary, and coordination of relocation of existing dry utilities as needed. JVA is assuming this parking lot will be designed with the rest of the project through Construction Documents. If it is designed as a stand alone project, that scope of services will need to be negotiated separately. For purposes of this proposal, we have included Basic Services for the development of the site alone. If additional roadway and utility infrastructure is required outside this area, we have assumed that this will be negotiated separately. Based on this information and our understanding of the design efforts required for roadway improvement projects, the civil engineering services anticipated for this project include the following detailed tasks:           El Jebel Road and Valley Road Intersection RFTA Additional Parking Lot Additional Design Services August 26, 2024 3of 4 Task 1 - Design Development (30% Design) 1. JVA will design the grading to the one-foot contour interval. JVA will design the onsite drainage system and coordinate with the design team for sizing and location of drainage structures. JVA will include this parking lot in the preparation and submittal of the Preliminary Drainage Report. We have assumed that this report will address site drainage system design and erosion control issues. Based on our understanding of the site, design of stormwater detention and water quality enhancement facilities are not included. 2. JVA will coordinate with the local regulatory agencies, including the municipal/county utilities and fire departments, for onsite water and sewer mains and services, and provide coordination drawings for review. JVA will assist the CLIENT with the regulatory agency review process. We assume the CLIENT will complete applications and pay submittal fees. JVA will submit review drawings for grading & drainage, erosion control, and utilities. JVA will prepare 404 permit applications for temporary and permanent wetland impacts as needed. 3. We will develop right-of-way (ROW)/easement plans, appraisals, acquisition, and title services in accordance with CDOT and FHWA standards, if needed. 4. We will review the preliminary site layouts, concepts, and Code requirements as they relate to the landscape architecture. We will prepare a landscape design concept for review. The approved concept shall be refined into landscape design development plans. 5. JVA will produce the design development plans and specifications. We will update the preliminary earthwork calculations with the more refined grading where applicable. JVA will provide quantities and a preliminary design level opinion of probable construction cost. Two (2) coordination/review meetings are anticipated. Task 2 - Final Design/Construction Documents 6. JVA will continue to refine the grading from the design development to the final grading required on the site with critical spot elevations provided. Storm sewer inlets, piping, grass-lined swales, and drainage features will be designed. Estimated earthwork calculations are anticipated. 7. We will contact gas, electric, telephone, data, and other non-public utility companies with regard to realignment and/or undergrounding of said utilities. JVA will work with the CLIENT for related site coordination. JVA will show these non-public utilities on our preliminary and final engineering plans based on design information provided by others. Based on our experience, we anticipate the utility companies will perform their own final design and the installation will be coordinated by the CLIENT and contractor. 8. JVA will finalize the design of the parking lot improvements and produce a horizontal control plan with signage and striping. Demolition plans are included. We will develop phasing and traffic control plans for construction. Final approximate quantities will be estimated and included in the plans. 9. We will refine the landscape design development plans into a full biddable and buildable construction documentation format.           El Jebel Road and Valley Road Intersection RFTA Additional Parking Lot Additional Design Services August 26, 2024 4of 4 10. We will finalize right-of-way (ROW)/easement plans, appraisals, acquisition, and title services in accordance with CDOT and FHWA standards, if needed. 11. JVA will produce the final construction plans, technical specifications, and applicable final reports, and update the opinion of probable construction cost. We will attend two (2) coordination/review meetings to complete the document review process. It is anticipated that the entire project will be issued as one set of construction documents. If the project is to be phased or issued in separate bid packages it may require extension of the time scheduled for our work and additional fees. Task 5 - Bidding and Construction Administration Services 12. Bidding phase services are not included. Bid phase services can be provided on an hourly basis and may include assisting the CLIENT in advertising the project, attendance at pre- bid meeting, responding to contractor requests for information (RFIs), and issuance of addenda (if required). We have assumed that the CLIENT will provide all bidding services for this project. 13. Construction phase services are not included. Construction phase services can be provided on an hourly basis and may include the review of product submittals, change order documentation, response to contractor information requests for civil engineering related items, and reviewing and incorporating contractor red-line drawings to prepare record drawings. Site meetings (construction kick-off meeting, site observation visits, and/or punchlist meeting) may also be included during the work progress. We have assumed that the CLIENT will provide all construction services for this project. BASIS OF PAYMENT The basis of payment for the scope of work described above will be monthly billings based on the percentage of lump sum completed to date plus including reimbursable expenses. Basic Civil Engineering Services Task 1 - Design Development (30% Design) $ 15,000 Task 2 - Final Design/Construction Documents $ 23,000 TOTAL LUMP SUM FEE $ 38,000 Exclusions:Services resulting from significant changes to the project scope, significant bid alternate design, significant site plan changes and additional design work or plans related to field conditions or contractor issues after plans are complete that could not have been reasonably foreseen may require extension of the time scheduled for our work and additional fees. Additional regulatory agency or public hearings required for planning department review and approval will be considered additional services may require extension of the time scheduled for our work and additional fees. Irrigation design is not included at this time. SCHEDULE We will design this additional parking lot in conjunction with the rest of the intersection design.           RFTA/Eagle County El Jebel Improvements IGA 2-2025 11 ([KLELW(