08-11-2015 Walmart ECO Transit Shelter AgreementINTERGOVERNMENTAL AGREEMENT BETWEEN
THE COUNTY OF EAGLE, STATE OF COLORADO
AND THE TOWN OF AVON
REGARDING THE WALMART ECO TRANSIT SHELTER
THIS INTERGOVERNMENTAL AGREEMENT ( "Agreement "), made and entered into on
August iI , 2015 ( "Effective Date "), by and between the Board of County Commissioners of the
County of Eagle, State of Colorado, a body corporate and politic ( "County ") and the Town of
Avon, a Colorado home rule municipal corporation ( "Town ") (individually referred to as
"Party" and collectively referred to as "Parties ").
RECITALS:
WHEREAS, Resolution No. 96 -22 created the Eagle County Transportation Authority and
provided for its duties and powers, among which are to provide recommendations to the County
with respect to expenditure of funds serving the County's mass transportation system; and
WHEREAS, the County is currently planning to undertake the design of a new bus shelter ( "Bus
Shelter ") to replace the existing ECO Transit bus stop sign located at the ECO Transit Walmart
Bus Stop ( "Project ") and the Town has agreed to participate by assisting with funding and
entering into contracts for construction of the Project; and
WHEREAS, the County and Town agree that coordination of the Project will result in cost
savings and construction benefits; and
WHEREAS, the County and Town have determined that the construction of a new Bus Shelter
shall serve the citizens of Eagle County, as well as the residents of the Town; and
WHEREAS, this Agreement is authorized by C.R.S. § 29 -1 -201, et. seq., and Article XIV,
Section 18 of the Colorado Constitution.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions
contained herein, the Parties agree as follows:
1. SCOPE /DESCRIPTION OF THE PROJECT.
A. The County has contracted for the design of the new Bus Shelter for the Walmart
stop. The Project requires construction of the new Bus Shelter for the Walmart stop.
The Project is located on an easement owned by the Town of Avon.
B. The Bus Shelter will be built in the alignment and to the specification developed for
the Project by the architectural plans prepared by Victor Mark Donalson Architects
(plans dated 9/30/14; Job No. 1410) and engineering plans prepared by Martin/Martin
Consulting Engineers (plans data 7/9/14; Job No. 14.0511)(hereinafter collectively
referred to as the "Plans ") and shall be located, as set forth in Exhibit A, attached
hereto and incorporated herein by this reference. Copies of the Plans shall be
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furnished to the Town, with a copy retained by and maintained in the office of ECO
Transit Director, and such Plans shall be incorporated herein by this reference. In the
event the Town desires to deviate from the alignment or approved specifications set
forth in the Plans, it shall first obtain written approval for such modification from the
County.
C. The Parties agree that this Project requires coordination and effort by and between the
Parties and that it is impossible to anticipate every issue that might arise in the course
of planning, management, design and construction of the Project. In order to promote
the timely, efficient and economical completion of the Project, each Party agrees to
work with the other Party in good faith and fair dealing.
2. PROJECT FUNDING. Town and County have approved, budgeted and committed to
funding the Project as follows:
A. County shall be responsible for costs associated with the Plans.
B. The Town shall be responsible for costs associated with the civil engineering and site
planning of the Bus Shelter as depicted in Exhibit A that are acceptable to both the
Town and County.
C. All construction costs shall be shared equally by the Parties (i.e. each Party shall pay
50% of construction costs), provided that each Party's financial obligation for
construction costs shall not exceed $30,000 without prior written consent and
agreement of both the County and Town.
D. The County agrees to apply for and obtain design review approval from the Traer
Creek Design Review Board for the Project and agrees that the County shall be
responsible for costs associated with the Traer Creek Design Review Board
application and process.
E. The Town agrees to waive any building permit or other Town fees associated with the
Project and the Town will act as the applicant and will issue a building permit for the
Proj ect.
F. Upon mutual written agreement which may be approved administratively by the
respective designated Project Representative for each Party or in accordance with a
Party's contract policies, the Parties may alter the site and /or shelter design to respond
to the Traer Creek Design Review Board or to decrease construction costs. Any
savings resulting from a decrease in costs shall be shared equally by the Parties.
G. The Town agrees to competitively bid the Project in accordance with the Town's
Procurement Policy and will enter into all contracts necessary for the construction of
the Project and will provide all construction management services at no cost to the
County and independent of costs associated with Sections 2.A. to 2.C. above.
H. The Town and County shall mutually agree on the selection of a contractor.
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I. The Parties agree that the amount set forth in Section 2.C. is expected to be sufficient
to complete the Project and obligations set forth in that Section. If, after the Project is
bid and before construction begins, the Parties determine that the funds identified are
not sufficient, then the Parties shall work together to identify whether there are any
cost savings that can be applied. If no cost savings are available, then the Parties
shall mutually agree upon how to address such cost overruns or alternatively, either
Party may elect to terminate this Agreement.
J. If there are cost overruns that occur during construction, the Parties agree to meet and
in good faith determine how to address such cost overruns, provided that if the Parties
are unable to agree, the Town shall be liable for cost overruns.
K. Notwithstanding anything to the contrary contained in this Agreement, no charges
shall be made to either Party nor shall any payment be made in excess of the amount
for any work done in respect of any period after December 31 of any year without the
written approval in accordance with a budget adopted by the Board of County
Commissioners or Avon Town Council in compliance with the provisions of Article
25, Title 30 of the Colorado Revised Statutes, Local Government Budget Law (C.R.S.
29 -1 -101 et. seq. and Tabor Amendment (Colorado Constitution, Article X, Sec. 20).
L. Upon completion of the Project, the Town will submit one complete and final invoice
based on funds actually expended by it to the Director of the Eagle County Regional
Transportation Authority, P.O. Box 1070, Gypsum, Colorado 81637. Payment will
be made according to the County's regular bill paying procedure.
M. The Town shall maintain adequate records for reporting to the County. The Town
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 Town
shall return said misused funds to the County.
N. The Town authorizes the County to perform audits and to make inspections during
normal business hours at the convenience of the Town, with forty-eight (48) hours
written notice, for the purpose of evaluating performance under this Agreement.
3. PROJECT TEAM AND REPRESENTATIVES. The Parties agree that the Town of
Avon Engineering staff and County ECO Transit Department staff shall serve as the project
team. Justin Hildreth shall serve as the Project Representative for the Town and Jared Barnes
shall serve as the Project Representative for the County.
4. CONSTRUCTION AND CONSTRUCTION MANAGEMENT.
A. The Town will enter into construction contracts through a public solicitation process
in accordance with the Town Procurement Policy and in a form and with warranties
acceptable to the County and will seek an itemized statement of costs for the Bus
Shelter. The Project shall be managed such that it remains free and clear of all liens
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and encumbrances.
B. The County will be named a third party beneficiary with respect to any work in
connection with the Bus Shelter and the County shall have the right, but not the
obligation, to enforce the warranty or other contract provisions for work affecting the
new Bus Shelter structure to be owned by the County.
C. The Town will manage and administer the contracts with assistance from the County,
if requested and available.
D. The Parties agree to waive any claims against each other associated with the
selection, preparation and administration of the construction contract. The Parties
agree to waive and hold harmless each other from any defects or deficiencies in the
design or construction of the Project. Neither Party is waiving any claims that might
arise against the designer or contractor.
5. TERM OF AGREEMENT.
A. The term ( "Term ") of this Agreement shall commence on the Effective Date and
shall terminate on December 31, 2040.
B. If the Town and the County mutually agree to early termination of this Agreement
prior to the termination of the Term, then the County shall have the option to remove
the Bus Shelter and reimburse the Town in the amount of fifty percent (50 %) of the
current value of the Bus Shelter structure, which amount shall be mutually agreed to
by the Parties and which amount shall not exceed the Town's share of actual
construction costs. Alternatively, if the County does not opt to remove the Bus
Shelter upon any such early termination, the Town agrees to reimburse the County in
the amount of fifty percent (50 %) of the current value of the Bus Shelter structure,
which amount shall be mutually agreed to by the Parties and which amount shall not
exceed the County's share of actual construction costs.
6. USE AND MANAGEMENT OBLIGATION.
A. The Parties agree that the County and the Town shall be equal owners of undivided
interest in the Bus Shelter structure upon completion of construction and that the
County and Avon shall have equal right, in accordance with the terms of this
Agreement, to access and use the Bus Shelter for ECO Transit or Town bus service
operations, maintenance and repair.
B. Following completion of construction, County shall be responsible for all upkeep and
maintenance associated with the Bus Shelter structure. County agrees to maintain the
Bus Shelter in good repair at all times in accordance with its general standards for
similar facilities or structures.
C. The Town shall be responsible for all upkeep and maintenance of the areas
immediately surrounding the Bus Shelter, including, but not limited to trash cleanup
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and snow removal.
7. INSURANCE. The County and Town shall each provide its own public liability,
property damage and errors and omissions coverage as each Party may deem adequate and
necessary for any potential liability arising from this Agreement.
8. GOVERNMENTAL IMMUNITY. Nothing in this Agreement shall be construed to
waive, limit, or otherwise modify any governmental immunity that may be available by law to
either Party, its officials, employees, contractors' or agents, or any other person acting on behalf
of either Party and, in particular, governmental immunity afforded or available pursuant to the
Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised
Statutes.
9. LIABILITY. The County, its officers and employees, shall not be deemed to assume
any liability for intentional or negligent acts, errors, or omissions of the Town or of any officer
or employee thereof. Likewise, the Town, its officers and employees, shall not be deemed to
assume any liability for intentional or negligent acts, errors or omissions of the County or by any
officer or employee thereof.
10. 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
Eagle County Regional Transportation Authority
Attn: Jared Barnes
P.O. Box 1070
Gypsum, Colorado 81637
THE TOWN:
Town of Avon
Attn: Town Manager
P.O. Box 975
Avon, Colorado 81620
11. ASSIGNMENT. Neither Party may assign its rights or obligations without the express
written consent of the other Party and any attempted assignment without such written
consent shall be null and void.
12. MODIFICATION. This Agreement contains the entire agreement between the parties,
and no agreement shall be effective to change, modify, or terminate in whole or in part
unless such agreement is in writing and duly signed by the party against whom
enforcement of such change, modification, or termination is sought.
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13. NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement is
intended to or shall create a contractual relationship with, cause of action in favor of, or
claim for relief for, any third party, including any agent, sub - consultant or sub - contractor
of Town or County. Absolutely no third party beneficiaries are intended by this
Agreement. Any third -party receiving a benefit from this Agreement is an incidental and
unintended beneficiary only.
14. MISCELLANEOUS.
A. The Parties of this Agreement intend that the relationship of the Town to the County
is that of cooperating governmental entities pursuant to C.R.S. § 29 -1 -201, et. seq.,
and Article XIV, Section 18 of the Colorado Constitution. No officer, agent,
employee or volunteer of, or contractor for the Town shall be deemed to be an agent,
employee or volunteer of or contractor for the County. Likewise, no officer, agent,
employee or volunteer of the County shall be deemed to be an agent, employee or
volunteer for the Town.
B. 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.
C. Each party shall comply with all applicable laws, resolutions, and codes of the State
of Colorado, County of Eagle, Town of Avon and all federal laws barring
discrimination.
D. No person shall have any personal financial interest, direct or indirect, in this
Agreement.
E. The law of the State of Colorado shall be applied in the interpretation, execution and
enforcement of this Agreement. Venue for any action arising out of any dispute
pertaining to this Agreement shall be exclusive in Eagle County, Colorado.
F. This Agreement represents the full and complete understanding of the Parties, and
supersedes any prior agreements, discussions, negotiations, representations or
understandings of Parties with respect to the subject matter contained herein.
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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 duplicate. One counterpart
each has been delivered to the County and the Town.
04 W�te 1
ATTEST:
wa � Rj"o
Clerk to thb Board of
County Commission
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
athy '
TOWN OF AVON
ATTEST:
By:� By:
Debbie Hoppe, Tow lark Jean Fancher, Mayor
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Exhibit A
A6nterLMountafn
-INGINEERING
Civil Engineers is Surveyors
Legal Description for Proposed Bus Shelter
Exhibit A
A parcel of land located In The Traer Creek Plaza recorded August 2, 2014 at Reception
No. 201412780 In the Office of the Clerk and Recorder of Eagle County, Colorado, which
Is a part of Lot 2, The Village (at Avon) Filing 1 recorded May 8, 2002 at Reception No.
795007 in the Office of the Clerk and Recorder of Eagle County, Colorado, and being
more particularly described as follows:
Commencing at a corner along the east line of said Traer Creek Plaza common to the
west right of way line of Fawcett Road;
Thence continuing 5,04 °37 25" W. along said common line a distance of 26.43' to the
True Point of Beginning;
Thence 5.0403725 'W along said common line a distance of 23.75' to a point;
Thence N.85 003'02 "W. a distance of 10.35' to a point;
Thence N.04 °56'58 "E. a distance of 23.75' to a point;
Thence 5.85 003'02 'E. a distance of 10.21' to the True Point of Beginning.
Said Parcel of land contains 244 sq. ft., more or less.
Prepared REC /�
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Inter -Mo Nn Ilftngehtr td.
P.O. Box 978
Avon, C0.81620
970 -949 -5072
DENVER OFFICE
9816 gra4 "Il Lane I Lone Tree. CO 80124 1 Phone: 3oe.949.6220 I Fax: 303.790.4499
VA1L VALLEY OFFICE
d880 t US. 9j]J aay 6. Sul tit 283 I PO Sax 976 I Avon, CO 61620 I Pheno: 970.949.5072 I Faa; 876.949,9339
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