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HomeMy WebLinkAboutC25-074 IGA Eagle Valley Transportation Authority INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE EAGLE VALLEY TRANSPORTATION AUTHORITY FOR BUS STOP MAINTENANCE AND MANAGEMENT SERVICES This Intergovernmental Agreement (this “Agreement”) is entered into effective August 4, 2024 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. The County agrees to provide routine and preventative bus stop maintenance and management services, 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 as of August 4, 2024, and subject to the provisions of paragraphs 3 and 22 hereof, shall continue in full force and effect through May 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 County 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. County understands and agrees that such payment shall be the County’s sole right and remedy for such termination. 4. Compensation. In consideration of the Services to be performed pursuant to this Agreement, EVTA agrees to pay the County a monthly flat fee of $19,556.00, as set forth in Exhibit A. The County will submit invoices to EVTA 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. EVTA shall provide no benefits to the County other than the compensation provided for herein. Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA 2 5. Owner Representative. EVTA will designate, prior to commencement of Services, its project representative (the “EVTA 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 interpretations, change orders, and other clarification or instruction shall be directed to the EVTA Representative. 6. Independent Contractor. EVTA agrees that the services to be performed by the County are those of an independent contractor and not of an employee of EVTA. 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 the County nor its employees are entitled to workers’ compensation benefits from EVTA for the performance of the Services described in this Agreement. 7. Assignment and Subcontracting. The County agrees that it will not assign any of its rights or obligations, or subcontract performance obligations under this Agreement without obtaining EVTA’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 EVTA. EVTA 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) the County shall remain responsible to EVTA; and (ii) no contractual relationship shall be created between EVTA and any sub-consultant, subcontractor or assign. 8. Standard of Care. The County shall perform the Services hereunder at or above the standard of care of those in its profession or industry providing similar services in EVTA’s local area. 9. Notification of Errors. The County agrees to call to EVTA’s attention errors in any plans, instructions, information, requirements, procedures, and other data supplied to the County by EVTA that it becomes aware of and believes may be unsuitable, improper, or inaccurate in a material way. However, the County shall not independently verify the validity, completeness, or accuracy of such information unless otherwise expressly engaged to do so by EVTA. Nothing shall detract from this obligation unless the County advises EVTA in writing that such data may be unsuitable, improper, or inaccurate and EVTA nevertheless confirms in writing that it wishes the County to proceed according to such data as originally given. 10. Insurance. EVTA and the 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. The 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. Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA 3 11. Indemnification. Subject to Sections 10 and 22 of this Agreement, County shall, to the extent of County’s insurance coverage and to the extent permitted by law, indemnify, hold harmless and defend EVTA from and against any and all claims arising from the negligent performance by County of the Services hereunder, except that County shall not be liable for claims caused by the negligence or willful misconduct of EVTA. To the extent permitted by law, in case any action or proceeding be brought against EVTA by reason of any such claim, County, upon notice from EVTA, shall defend the same at County’s expense by counsel satisfactory to EVTA. 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. 12. Warranty. The County shall perform all Services in a prompt, efficient and workmanlike manner. The County shall correct any errors or deficiencies in the County’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 EVTA. EVTA’s approval of the County’s services shall not diminish or release the County’s duties or obligations hereunder, since EVTA is ultimately relying upon the County’s skill and knowledge to perform the Services. 13. Compliance with Laws. The County 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. EVTA’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 EVTA 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. Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA 4 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 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. EVTA is a governmental entity and is therefore exempt from state and local sales and use tax. EVTA will not pay for or reimburse any sales or use tax that may not directly be imposed against EVTA. The County shall use EVTA’s sales tax exemption for the purchase of any and all products and equipment on behalf of EVTA. 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 the 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 Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA 5 A copy of any notice provided to EVTA shall also be sent to: Collins Cole 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 against either Party by reason of such Party being deemed to have drafted such provision. 30. Non-Liability of County for Consequential Damages or Lost Profits. The Parties agree that the County shall not be liable for any indirect or consequential damages which may arise from any breach of this Agreement by the County or which may arise by the County’s breach of any implied or express warranty. [Remainder of page left intentionally blank] Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA 6 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE VALLEY TRANSPORTATION AUTHORITY By: _______________________________ Its: ________________________________ Date: ______________________________ Attest: By: Tanya Allen, Secretary COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: Stacey Jones, Chief Deputy Clerk and Recorder Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA 1/31/2025 Earle Bidez 7 EXHIBIT A Scope of Services Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA Exhibit A Tasks to be performed by County at EVTA bus stops: 1. Snow Plowing, Shoveling, and Ice/Snow Removal: ○ Clear snow and ice from bus stops and shelters promptly after snowfall. ○ Ensure pathways are safe and accessible for commuters. 2. Trash Pick Up and Cleaning: ○ Regularly collect and dispose of trash from bus stops and shelters. ○ Clean shelters to maintain cleanliness and hygiene standards. 3. Repair of Shelter Structures: ○ Conduct repairs on shelters as needed, including: ■ Lighting repairs or replacements. ■ Painting to maintain appearance and visibility. ■ Replacement or repair of plexiglass and roof materials. 4. Vegetation Removal: ○ Remove overgrown vegetation around bus stops and shelters to ensure visibility and accessibility. 5. Graffiti Removal: ○ Promptly remove graffiti from bus stops and shelters to maintain a clean and welcoming environment. 6. Surface Repairs: ○ Perform repairs on various surfaces such as concrete, asphalt, and gravel around bus stops and shelters to ensure safety and usability. 7. Installation and Removal of Schedules: ○ Install and update summer and winter bus schedules at designated stops. ○ Remove outdated schedules promptly. 8. Installation and Removal of Notices and Advertisements: ○ Install and manage notices and advertisements at bus stops and shelters as per contract requirements. ○ Remove expired or outdated notices and advertisements promptly. 9. Removal and Installation of Shelters: ○ In the event a bus shelter is damaged or destroyed, contact and obtain quotes from outside authorities or contractors for bus shelter removal and installation services, as needed. 10. Assistance with Eagle Bend shelter reconstruction: ○ From a project management perspective, assist with planning and implementation of the Eagle Bend shelter reconstruction. Deliverables: Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA ● Cleared and maintained bus stops and shelters throughout the contract period. ● Documentation of maintenance activities and repairs performed. ● Schedule updates and removal of outdated materials. Amount to be paid by EVTA to County for Services: $19,556 per month, which is itemized as follows: Expense Category Monthly Amount in Dollars Wages 15,139 Contractor – Snow Removal 417 Shelter Repair Services 500 Tool Repair Services 375 Shelter Signage 292 Maintenance Supplies 1,621 Uniforms 83 Fuel 167 Food 29 Eagle Bend – Special Project 933 Total: 19,556 Docusign Envelope ID: 80663725-D02E-44A6-AAF2-A1FAE83BAEBA