08-12-2014 IGA Eagle Valley Trail ProjectINTERGOVERNMENTAL AGREEMENT
BETWEEN
THE TOWN OF AVON AND EAGLE COUNTY, COLORADO
CONCERNING THE AVON TO EAGLE -VAIL RECREATIONAL TRAIL PROJECT
THIS INTERGOVERNMENTAL AGREEMENT ( "Agreement") is entered into by and
between The Town of Avon, a Colorado municipal corporation (hereinafter "Town ") and Eagle
County, a body corporate and politic of the state of Colorado (hereinafter "County").
Collectively the Town and County shall be referred to as the "Parties ". This Agreement is
entered into and is effective on the 4? day of , 014.
RECITALS
WHEREAS, C.R.S. 29- 20- 101et.seq. encourages intergovernmental agreements through which
local governments cooperate and participate in joint projects; and
WHEREAS, the Town and County have been working cooperatively to plan for a phased
recreation and transportation public trail project from Avon to Eagle -Vail (collectively, the
"Project"); and
WHEREAS, County and Town entered into an Intergovernmental Agreement dated April 19,
2011 for purposes of shared design, engineering and construction of the Project (the "Original
IGA "); and
WHEREAS, the Town and County jointly applied for grants from Great Outdoors Colorado and
the Colorado Department of Transportation (collectively hereinafter "State ") for the design and
construction of the Project, and additionally committed separate funds for the Project; and
WHEREAS, said grants ( "State Grants ") have been awarded to the Town for purposes of design
and construction of the portion of the Project located within Town boundaries between Avon
Road and Stonebridge Road (hereinafter the "Town Project ") and Town has contracted with the
State for such funding; and
Whereas, County has completed the portions of the Project located in the Eagle -Vail
unincorporated area; and Town is currently planning the design and construction of the Town
Project; and
WHEREAS, pursuant to the Original IGA, County has expended $116,000 on Town's behalf for
surveying, design and studies for the Town Project; and
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WHEREAS, $53,000 in County funds remain from sums committed by the County in the
Original IGA, plus $520,000 in additional fiords approved by the County as part of the 2014
ECO Trails Department budget, for a total of $573,000 in County funds available for the Town
Project; and
WHEREAS, pursuant to the Original IGA, the Town committed the sum of $430,000 for the
Project, all of which is available for use for the Town Project; and
WHEREAS, the Original IGA expired on December 31, 2013; and
WHEREAS, the Parties desire to honor their funding commitments as set forth in the Original
IGA, and further desire to enter into a second Intergovernmental Agreement to define the
additional grant of County funds for the Town Project and to define the respective roles and
responsibilities of the Parties.
AGREEMENT
NOW THEREFORE, in consideration of the mutual rights and obligations as set forth below, the
Parties agree as follows:
1. SCOPE AND DESCRIPTION OF THE TOWN PROJECT
1.1 The Town Project is generally depicted on Exhibit A entitled "Eagle Valley Avon Road
to Stonebridge Road ", which Exhibit is attached hereto and incorporated herein by reference.
The Town Project location is generally described as commencing at Hurd Lane in Avon and
being constructed to the east with an ending point at Stonebridge Road. The Town Project is
planned for land situated within the Town boundaries.
1.2 The Town Project, as presented to County as a funding request in 2011 and 2013, and as
reviewed by County's advisory Eagle Valley Trails Committee ( "ECO Trails ") and Eagle
County Regional Transportation Authority Board, consists of
a. One trail bridge over the Eagle River;
b. One trail bridge over Beaver Creek;
c. A nine to ten foot wide asphalt paved trail;
d. Necessary retaining walls with safety railing; and
e. Drainage, signs and other customary trail construction appurtenances.
1.3 The Town Project will be built in compliance with the standards as adopted by the Town
in the 2001 Eagle Valley Regional Trails Plan and current Colorado Department of
Transportation Specifications for highway and multi -use path construction.
1.4 Town will by solely responsible for the management and administration of the
construction contract for the Town Project. County shall have no construction responsibilities or
role in the construction, other than advisory.
2. PROJECT FUNDING
2.1 The Town Project construction costs will be funded with Town, County and State Grant
finds as identified below and as agreed to in the Original IGA and in State Grant applications
and contracts. Total finding for the Town Project is set forth below:
Great Outdoors Colorado $497,000
Colorado Department of Transportation $653,000
Eagle County $573,000
Town of Avon $430,000
Total Town Project Joint Funding $2,153,000
2.2 Town will seek reimbursement from County on a monthly basis for design and
construction costs for the Town Project by submitting to County invoices in a form to be agreed
to by County and Town with sufficient detail for County finance department and auditors.
County's reimbursement to Town shall not exceed the County approved fluids for the Town
Project as set forth in Paragraph 2.1 of this Agreement.
2.3 Town shall have discretion as to allocation of the County funds for design and
construction of the Town Project, if the Town Project is divided into phases for purposes of
administration and grant finding requirements.
2.4 This Agreement represents the total of funds available for the Town Project, and the
Town agrees that it shall work in good faith to complete the Town Project as described above in
Section 1.2.
2.5 Town will receive and administer all State Grants for the design and construction of the
Town Project. Town will be the responsible, lead party on both State Grants and shall act as the
lead agency for all reporting and processing as may be required by the State.
2.6 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 the calendar year of the term of this
Agreement, without the written approval in accordance with a budget adopted by the Board of
County Commissioners or 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).
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3. PROJECT OWNERSHIP AND MANAGEMENT UPON COMPLETION
3.1 Town shall be solely responsible for the design, construction, management and
maintenance of the Town Project. Town will own the trail located within Town boundaries
between Avon Road and Stonebridge Road.
3.2 Town agrees that, upon completion of the Town Project, it shall maintain the Town
Project, including but not limited to, sweeping the trail which is part of the Town Project (the
`Trail ") monthly from April through November, plowing snow from the Trail regularly,
inspecting the Trail monthly, clearing vegetation from within two feet of Trail edges and
providing 10 foot overhead clearance, controlling weeds, cleaning culverts as needed, emptying
trash containers and removing trash from ground adjacent to the Trail, repainting pavement
markings on the Trail as needed, repairing asphalt cracks, holes, shoulder erosion, signs,
furniture and other Trail accessories as needed. The Town shall be solely responsible for all
bridge inspections and repairs.
3.3 Town grants the County access over those portions of the Town Project owned by it so
that County can reach its portion of adjacent trail segments for maintenance purposes. This
paragraph shall survive termination of this Agreement.
4. ACCOUNTING AND REPORTING COST OF ASSETS
4.1 Each party shall maintain for a minimum of three years, adequate financial records for
reporting to the other on the performance of responsibilities hereunder. Each party shall be
subject to audit by state, county or town auditors or their designees. Each party authorizes the
other to perform audits or to make inspections during normal business hours, upon 4$ hours'
notice. Each party shall fully cooperate in the event of an audit or inspection.
5. INDEMNIFICATION, INSURANCE AND GOVERNMENTAL IMMUNITY
5.1 Indemnity. To the extent permitted by law, each party shall indemnify, defend
and hold harmless the other including its, agents, officers, servants and employees of and
from any and all loss, costs, damage, injury, liability, claims, liens demands, action and
causes of action whatsoever, including attorney fees, arising out of or related to its
negligent acts or omissions.
5.2 Insurance. The County and the Town shall each provide their own public
liability, property damage, and errors and omissions insurance coverage as each party
may deem adequate and necessary for any potential liability arising from this
Agreement.
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5.3 No Waiver of 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.
6. TERM AND TERMINATION
6.1 This Agreement will be effective as of the day and year first set forth above and
will terminate on December 31, 2014. This Agreement shall automatically renew for one
year terms (December 31 of each succeeding year) until December 31, 2017 unless
earlier terminated as set forth herein.
6.2 If either party fails to substantially perform the duties and obligations in
accordance herewith, the other party may terminate this Agreement upon seven (7) days
written notice to that party, unless that party cures the breach within the seven (7) day
remedy period. Either party may terminate this Agreement without cause upon thirty
(30) days written notice. Not later than 60 days prior to the January 1, 2014,
representatives of the parties shall meet to consider necessary or desirable changes in the
terms of this Agreement, if any.
6.3 Notwithstanding the foregoing, neither party may terminate this Agreement with
respect the Project as a whole or any phase, if such termination would cause a violation
of the terms of a grant agreement. In the event of termination, the Parties will pay
amounts due and owing for work satisfactorily performed to the date of termination and
will close out grants in accordance with their terms.
7. MISCELLANEOUS
7.1 Notices And Payments. All notices, bills and payments shall be made in writing
and may be given by personal delivery or by mail. Notices, bills, payments sent by mail
should be addressed as follows:
Eagle County
Attn: Ellie Caryl
P.O. Box 1070
Gypsum, CO 81637 Hand deliver: 3289 Cooley Mesa Road, Gypsum
Phone: 970 - 328 -3523
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Town of Avon
Attn: Justin Hildreth
P.O. Box 975
Avon, CO 81620 Hand deliver: One Lake Street, Avon
Phone: 970 - 748 -4114
7.2 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.
7.3 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.
7.4 No Assignment. Neither party shall assign this Agreement without the prior
written consent of the other. Either party may terminate this Agreement if the other
assigns this Agreement without the prior written consent of the other.
7.5 Jurisdiction And Venue. This Agreement shall be interpreted in accordance
with the laws of the state of Colorado and the Parties agree to submit to the jurisdiction
of the courts thereof. Venue shall be in the Eagle County District Court.
7.6 Invalidity. Invalidity or unenforceability of any provision of this Agreement
shall not affect the other provisions hereof, and this Agreement shall be construed as if
such invalid or unenforceable provision was omitted.
7.7 Compliance With Law. Each party shall comply with all applicable federal,
state and local rules, regulations and laws.
IN WITNESS WHEREOF, Each party, by signature below of its authorized
representative, hereby acknowledges that it has read this Agreement, understands it and
agrees to be bound by its terms and conditions.
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Attest:
By:
Teak
Attest:
Clerk
By: ajj!�ck AP.QL
Debbie Hoppe, Town Clerk
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EAGLE COUNTY, COLORADO
By and through its Board of County
Commissioners
By:
Jill' H. Ryan, Chai an
TOWN OF AVON
By:
Rich Carroll, ayor
I:o.g.II:3MIn
Town Project
Eagle Valley Avon RoadS,ta Stonebridge Road
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