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02-14-2017 IGA Avon Station ECO Transit ShelterINTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND THE TOWN OF AVON REGARDING THE AVON STATION ECO TRANSIT SHELTER THIS AGREEMENT, made and entered into this day of 2017, by and between the Board of County Commissioners of the County of Eagle, State of Colorado, a body corporate and politic (hereinafter referred to as the "County") and the Town of Avon, a Colorado home rule municipal corporation (hereinafter referred to as the "Town"). The County and Town shall collectively be referred to as the "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 planning to undertake the design of a new bus shelter (the "Bus Shelter") to replace the existing ECO Transit bus shelter facility located at Avon Station (the "Project") and the Town has agreed to participate by entering into contracts for construction of the Project; and WHEREAS, on December 17, 2013, the Town approved a public improvement project to Lettuce Shed Lane and the Pedestrian Mall (the "Mall Project"); and WHEREAS, the County and Town agree that coordination of the Project and Mall Project will result in cost savings and construction benefits; and WHEREAS, the County and Town have determined that the existing bus shelter shall be demolished and the new Bus Shelter shall be located at Avon Station to accommodate the Mall Project and to serve the citizens of Eagle County, as well as the residents of the Town; and WHEREAS, the Parties entered an Intergovernmental Agreement regarding the Project on March 25, 2014 (the "Original IGA"), the term of which expired on December 31, 2014; and WHEREAS, the Parties now desire to enter into a new Intergovernmental Agreement setting forth compatible terms and conditions as the Original IGA; and WHEREAS, the County is the recipient of a FTA Section 5311 grant and is a party to an agreement with the Colorado Department of Transportation (SAP PO #491001144) to fund the Project (the "5311 Grant"); and WHEREAS, this Agreement for cooperation between two governmental entities is authorized by C.R.S. § 29-1-201, et. seq., and Article XIV, Section 18 of the Colorado Constitution. AGREEMENT: NOW THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the Parties hereto agree as follows: 1. SCOPE/DESCRIPTION OF THE PROJECT A. The County has designed the new Bus Shelter for Avon Station as generally depicted in Exhibit A which is attached hereto and incorporated herein by reference. The Project requires the demolition of the existing bus shelter at Avon Station and design and construction of the new Bus Shelter for Avon Station. The Project is located on land owned by the Town. B. The Bus Shelter will be built in the alignment and to the standards set forth by the Town and agreed upon by the County and shall be located, as set forth in Exhibit A. In the event the Town desires to deviate from the alignment or approved standards, it shall first obtain written approval for such modification from County. C. The Parties agree that this Project requires coordination and effort between and by 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 light of the foregoing, each party agrees to work with the other in the spirit of good faith and fair dealing. 2. PROJECT FUNDING. A. Town and County have approved, budgeted and committed to funding the Project as follows: Subject to availability of grant funds under the 5311 Grant, County shall be responsible for costs associated with the design and construction of the new Bus Shelter as depicted in Exhibit A which shall include and be subject to the following: (a) Construction of the new Bus Shelter structure; (b) Utilities associated with the construction and installation of the Bus Shelter, with the exception of the electrical stub -out as identified in section 2.A.ii(b), below; (c) Concrete pads for securing the Bus Shelter to the ground; and (d) Demolition and replacement of concrete and pavers related to the installation of the new Bus Shelter. (e) County's obligation as set forth herein shall not exceed $100,000 without the prior written consent and agreement of County. The Town shall be responsible for costs associated with: (a) Removal of the existing bus shelter; (b) Removal of the existing light fixture, at the new Bus Shelter location, including its base and other related improvements and provide an electrical stub -out acceptable to the County for the purpose of connecting to the Bus Shelter; (c) The cost of electrical service for lighting and signage of the new Bus Shelter; and (d) The Town also agrees to repair and replace any concrete and pavers that may be damaged as a result of the work identified in paragraph 2.A.ii (a) through (d). iii. The Town agrees to waive all design review fees associated with the Project and the County will apply for and obtain design approval of the Project. iv. The Town agrees to waive any building permit or other fees associated with the Project and will apply for and receive a building permit for the Project. V. The Town agrees to enter into all contracts necessary for the construction of the Project and will provide all construction management services at no cost to the County. vi. The Parties agree that the amount set forth in paragraph 2.A. i. (a) through (e) is expected to be sufficient to complete the Project and obligations set forth in that paragraph. 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. vii. If, during construction of the Project, the Parties determine that the funds identified in this agreement 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. In no event shall County's obligations be increased without its prior written approval. viii. 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). ix. In consideration for the monetary payment from the County as set forth in paragraph 2.A.i., the Town shall utilize and spend those funds solely for those portions of the Project identified in paragraph 2.A.i. X. 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. A. All funds received under this Agreement shall be expended solely for the purpose stated herein, and any such funds not so expended, including funds lost or diverted to other purposes, will be returned to the County. xii. 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. xiii. 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. A. 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, all of which shall comply with the requirements of the 5311 Grant, and will seek an itemized statement of costs for each element of the Project as set forth in paragraphs 2.A.i. and 2.A.ii above. 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. PROJECT OWNERSHIP AND MANAGEMENT UPON COMPLETION. A. The Town is the fee simple owner of the land upon which the new Bus Shelter will be located. The County will be the owner of the Bus Shelter structure upon completion of construction. Thus, the Town hereby grants to the County a license for a term of 25 years, from the date of execution of this agreement, for the location, operation, construction, maintenance and repair of and access to and from the Bus Shelter. Following completion of construction, County shall be responsible for all upkeep and maintenance associated with the Bus Shelter structure. The license granted herein may be modified, extended or earlier terminated upon mutual agreement of the Parties in writing. If the parties agree to terminate the license before the end of the 15th year from the date of completion of construction, the Town shall reimburse the County for the then current fair market value of the structure based on its remaining useful life, as determined by CDOT and the FTA under CDOT and FTA standards. If the parties agree to terminate the license after the end of the 151h year from the date of construction, the Town shall reimburse the County for the then current value of the structure, as jointly determined by the Parties. This paragraph shall survive termination of this Agreement. B. 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 and snow removal. The electricity for the lights and electronic bus signage in the bus shelter will be provided by and paid for by the Town. This paragraph shall survive termination of this Agreement. C. Town will own, manage and maintain the location of the old bus shelter and the land upon which the new Bus Shelter is located. This paragraph shall survive termination of this Agreement. 6. INSURANCE AND GOVERNMENTAL IMMUNITY. A. The County and Town shall each provide their 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. This paragraph shall survive termination of this Agreement. B. 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. This paragraph shall survive termination of this Agreement. 7. PERIOD OF AGREEMENT A. The term of this Agreement shall commence on the date said Agreement is executed by both Parties and shall terminate on December 31, 2418, unless the Agreement is extended by both Parties prior to the end date stated herein. Notwithstanding the foregoing, paragraphs 5 and 6 shall survive termination of this Agreement. 8. 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 Town Manager Attn: Virginia Egger P.O. Box 975 Avon, Colorado 81620 9. ASSIGNMENT A. This Agreement shall be binding upon and inure to the benefit of the Town 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 obligations hereunder without first obtaining the written consent of the other party. B. While the Parties anticipate and agree that the Town will hire a contractor to perform the work necessary to complete the Project, the Town shall not otherwise assign any rights or delegate any duties under the Agreement to a third party without the written consent of the County, which shall determine the acceptability of the third party 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. 107-. 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. // Signature Page to Follow // s IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. ATTEST: Regina O'Brien, Clerk to the Board of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Jillian H. Ryan, Chair TOWN OF AVON ATTEST: E A # By: '.�Y� Debbie Hoppe, Town Clerk:�i_Cil,�- Jennie Fancher, Mayor Exhibit A 10 Board of Commissioners 2/28/17 Agenda Summary Subject: Intergovernmental Agreement between the County of Eagle, State of Colorado and the Town of Avon regarding the Avon Station ECO Transit Shelter Prepared By: Jared Barnes Department: ECO Transit Recommended Action: Approval Expenditure Required: $30,000 (Grant total $120,000) Source of Funds: ECO Transit Capital Fund Strategic Plan Goal/Objective: Eagle County is Financially Sound — Leverage county resources through grants, outside funding sources and partnerships. Executive Summary: An IGA between the Town of Avon and Cagle County outlining bus shelter funding, construction management, lease terms, and grant requirements. Attachment(s): 1. IGA Vendor Contact Info: Name: Justin Hildreth, Town Engineer, Town of Avon Email: JHildreth@avon.org Phone: 970-748-4045 Reviewing Attorney: Christina Hooper ��2/�Gd�G�tCIi •`� Approved as to form: