Loading...
HomeMy WebLinkAboutBOCC Packet 02272013 AABC RFTA Pedestrian TunnelAGENDA ITEM SUMMARY REGULAR MEETING DATE: February 27, 2013 AGENDA ITEM TITLE: RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN PITKIN COUNTY AND THE ROARING FORK TRANSPORTATION AUTHORITY (BETA) TO COMPLETE THE ASPEN AIRPORT BUSINESS CENTER (AABC) PEDESTRIAN TUNNEL AND AABC TRANSIT STATION DEVELOPMENT PROJECTS WITH ONE CONSTRUCTION CONTRACT MANAGED BY RFTA STAFF RESPONSIBLE: Brian Pettet ISSUE STATEMENT: Combining the AABC Pedestrian Tunnel Project with the BRT Station Development Project will allow the two projects to be completed efficiently and effectively given space for construction and project timing constraints. BACKGROUND: The EOTC provided the funding to plan and design the AABC Pedestrian Tunnel across State Highway 82. Over the last two years staff has been coordinating with CDOT, RFTA and the Pitkin County Airport to ensure a seamless multi -model connection between RFTA's transit system, the Airport Terminal, and the commercial and residential areas around the AABC. As the design progressed it became apparent that the best way to manage the Pedestrian Tunnel Construction Project with the BRT Station Improvement and Relocation was to combine the two projects and bid them as one. Because RFTA already had grant money and agreements in place for BRT Station Improvements, they became the obvious choice to take the lead on bidding and managing the projects together. This IGA is just one agreement that needs to be completed in order to keep the projects moving toward completion. The attached IGA identifies how revenues and expenditures will be handled, how the projects will be managed and how RFTA and Pitkin County will work together to ensure successful projects for both entities. LINK TO STRATEGIC PLAN: Flourishing Natural and Built Environment Ease of Mobility Via Safe and Efficient Transportation Systems KEY DISCUSSION ITEMS: • Does the BOCC agree with the approach to combine the two transportation projects? • Does the BOCC agree with the team approach to project management with RFTA taking the lead to bid and contract the projects together? BUDGETARY IMPACT: The AABC Pedestrian Tunnel construction project is budgeted at $3,000,000 from the following sources: • Pitkin County $500,000 • EOTC $1,000,000 • CDOT FASTER $1,500,000 (ratified on February 21, 2013) RFTA and Pitkin County will ensure accounting measures are taken to keep funding separate between the Pedestrian Tunnel and the BRT Station Projects. Final budget appropriation will be identified once bids are received for the project. RECOMMENDED BOCC ACTION: Review, amend and approve the formal resolution on first reading and set for second reading and public hearing. ATTACHMENTS: Resolution Intergovernmental Agreement RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN PITKIN COUNTY AND THE ROARING FORK TRANSPORTATION AUTHORITY (BETA) TO COMPLETE THE ASPEN AIRPORT BUSINESS CENTER (AABC) PEDESTRIAN TUNNEL AND AABC TRANSIT STATION DEVELOPMENT PROJECTS WITH ONE CONSTRUCTION CONTRACT MANAGED BY RFTA RESOLUTION NO. -2013 1. The County has appropriated $1,500,000 in order to complete a pedestrian crossing/tunnel (hereinafter, "Tunnel") of State Highway 82 between the Aspen Airport Business Center and the Aspen/Pitkin County Airport. The County and RFTA anticipate that, in 2013, the Colorado Department of Transportation ("CDOT") will award RFTA a $1,500,000 FASTER grant that, when added to the $1,500,000 in local funding appropriated by the County, will provide a total of $3,000,000 for the construction of the Tunnel. 2. The County desires by this Agreement to help coordinate, fund and complete the construction of the Tunnel by combining the project into a single construction contract along with RFTA's Bus Rapid Transit Station project (hereinafter "BRT Stations") and delegate the management of both construction projects to RFTA. A conceptual plan of the Tunnel to be owned by the County is attached as Exhibit "A." A conceptual plan for the BRT Stations to be owned by RFTA is attached as Exhibit "B." 3. Pursuant to the terms of this Agreement, RFTA agrees to assume the primary responsibility for combining, managing and completing the BRT Stations and the Tunnel in 2013 or as soon as possible thereafter. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado that the Chair of the Pitkin County Board of County Commissioners be authorized to sign the Intergovernmental Agreement with RFTA to complete the Aspen Airport Business Center (aabc) pedestrian tunnel and aabc transit station development projects with one construction contract managed by RFTA. INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE DAY OF 2013. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON 2013. 1 NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www,s,*n,itkin,c.i s ON THE DAY OF 2013. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE DAY OF 2013. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE DAY OF 2013. ATTEST: BOARD OF COUNTY COMMISSIONERS By By: Jeanette Jones George Newman, Chairman Deputy County Clerk Date: APPROVED AS TO FORM: MANAGER APPROVAL John Ely, County Attorney Jon Peacock, County Manager 2 INTERGOVERNMENTAL AGREEMENT BETWEEN PITKIN COUNTY AND THE ROARING FORK TRANSPORTATION AUTHORITY (RFTA) TO COMPLETE THE ASPEN AIRPORT BUSINESS CENTER (AABC) PEDESTRIAN TUNNEL AND AABC TRANSIT STATION DEVELOPMENT PROJECTS WITH ONE CONSTRUCTION CONTRACT MANAGED BY RFTA This INTERGOVERNMENTAL AGREEMENT (hereinafter "Agreement") is made and entered into this day of , 2013, by and between the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a body corporate and politic ("County") and the ROARING FORK TRANSPORTATION AUTHORITY ("RFTA"), a regional transportation authority created pursuant to Section 43-4-601, et seq., C .R. S ., as amended whose address is 0051 Service Center Road Aspen, Colorado 81611. RECITALS 1. The County has appropriated $1,500,000 in order to complete a pedestrian crossing/tunnel (hereinafter, "Tunnel") of State Highway 82 between the Aspen Airport Business Center and the Aspen/Pitkin County Airport. The County and RFTA anticipate that, in 2013, the Colorado Department of Transportation ("CDOT") will award RFTA a $1,500,000 FASTER grant that, when added to the $1,500,000 in local funding appropriated by the County, will provide a total of $3,000,000 for the construction of the Tunnel. 2. The County desires by this Agreement to help coordinate, fund and complete the construction of the Tunnel by combining the project into a single construction contract along with RFTA's Bus Rapid Transit Station project (hereinafter "BRT Stations") and delegate the management of both construction projects to RFTA. A conceptual plan of the Tunnel to be owned by the County is attached as Exhibit "A." A conceptual plan for the BRT Stations to be owned by RFTA is attached as Exhibit "B." 3. Pursuant to the terms of this Agreement, RFTA agrees to assume the primary responsibility for combining, managing and completing the BRT Stations and the Tunnel in 2013 or as soon as possible thereafter. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the County and RFTA agree as follows: 1. This Agreement is entered into by the Parties contingent upon the following assumptions regarding the project: a. All required utility relocations on the upvalley side of State Highway 82 are anticipated to be completed by June 21, 2013 and all utility relocations on the downvalley side of Highway 82 are anticipated to be completed by September 20, 2013. 1 b. The County will manage all required utility relocations because some relocations will encroach on Pitkin County Greenbelt and Pitkin County Airport property, which is owned by the County. c. Both RFTA and the County will set aside five percent (5%) of their appropriated funds for project contingency based upon their engineer's estimates for each design. d. Both RFTA and the County acknowledge that the discovery or occurrence of extraordinary unforeseen site conditions after the start of construction may delay completion of the project for an unknown period of time. 2. RFTA's responsibilities associated with administering government agreements, procurement, contracts and project management. a. The purpose of this Agreement is to coordinate the construction of the County's Tunnel with the construction of RFTA's BRT Stations as one construction project under the management and supervision of RFTA, but with the direct input from the County as to the Tunnel component of the construction contract. Once the construction contract is approved by the County Public Works Director, the County shall be responsible to perform all obligations as owner of the Tunnel component. b. It is anticipated that, in 2013, RFTA will become the grantee of a $1,500,000 FASTER grant from CDOT that, in addition to $1,500,000 in County funding, will be used to provide a total of $3,000,000 in funding for the Tunnel. The County will provide up to $3,000,000 in funding for the construction of the Tunnel with reimbursement to the County by RFTA of $1,500,000 in FASTER funding upon completion of the Tunnel project. The $3,000,000 will be used exclusively for costs associated with the Tunnel and may not be used for any costs associated with the BRT Stations. c. RFTA will solicit competitive bids for constructing the combined BRT Stations and Tunnel construction projects following RFTA's procurement process. RFTA will structure the Invitation for Bids and resulting contract to ensure segregation of all project costs between the Tunnel and BRT Stations. d. The County will be represented on the procurement selection team by its Public Works Director and the County Engineer. The Public Works Director shall review the bids and provide written concurrence that the $3,000,000 in Tunnel funding will be sufficient to defray all agreed upon costs associated with construction of the Tunnel, including project management by RFTA, construction management by consultants and all required permits. Any additional portion of the Tunnel cost shall be paid for by the County. RFTA and the County will develop cost sharing percentages for all agreed upon costs after construction bids are received and prior to the start of construction. The cost sharing percentages will be agreed to in writing by RFTA and the Public Works Director, or his designee. 2 e. Contingent upon the County's written authorization and subject to RFTA's satisfaction that it meets RFTA requirements, RFTA will execute the contract with the selected construction contractor (hereinafter, "Contractor") for the Tunnel and BRT Stations, with the goal of completing the combined projects in the 2013 construction season, or as soon as possible thereafter. f. RFTA, directly and/or through an engineering consultant, will manage the combined construction projects and ensure that design specifications are followed, testing protocols are met, and the combined projects are constructed meeting previously engineered plans and specifications. g. RFTA will pay the Contractor for work performed on the Tunnel portion of the construction contract and request reimbursement from the County by means of monthly or periodic pay applications or invoices. h. RFTA will not incur costs associated with the FASTER grant portion of the Tunnel unless and until it receives an executed grant agreement from CDOT or written authorization from CDOT that will enable RFTA to be reimbursed for costs incurred in connection with the anticipated FASTER grant, prior to execution of the grant agreement. It is anticipated that the amount of FASTER grant funding that will be awarded to RFTA in 2013 will be $1,500,000. In addition, the grant will require a 20% or $375,000, local match making the amount of funding encumbered by the FASTER grant a total of $1,875,000. It is understood by the County and RFTA that until CDOT authorizes RFTA to incur Tunnel -related construction costs associated with the FASTER grant, RFTA will only be able to expend $1,125,000 ($1,500,000 - $375,000) of the County's $1,500,000 contribution to the Tunnel construction project, inasmuch as $375,000 of the County's $1,500,000 must be applied as match for the FASTER grant. i. RFTA anticipates that the cost of the BRT Stations portion of the overall project will not exceed $1,161,000. If the apparent low bid for the BRT Stations portion of the overall project exceeds $1,161,000, RFTA may either: a.) secure a supplemental appropriation from its Board of Directors to cover the deficit and proceed with the project; b.) re -solicit bids for construction of the overall project; or c.) separate the BRT Stations and Tunnel into two construction projects to be separately managed by RFTA and the County, respectively. 3. The County's responsibilities associated with coordination, permits, cost allocation, approval of change orders, funding, and payments for the construction of the Tunnel. a. The County will be involved in coordinating and supporting the management of the Tunnel construction project by assisting RFTA with the following activities: a.) obtaining all required permits for the Tunnel and BRT Stations, including permits for all required utility relocations, from the County's Community Development and Building departments; b.) obtaining and/or providing all necessary Right of Way (ROW) clearances, including Federal Aviation Administration (FAA) clearance; c.) 3 managing all required utility relocations for the Tunnel and BRT Stations, including agreements with the utility companies and contracts with contractors performing the actual utility relocation work; d.) attending and providing input at weekly construction meetings with RFTA; and e.) making periodic site visits as needed. b. All consultant services provided prior to award of a construction contract (i.e. Engineering, Environmental Clearances, ROW services, Utility Engineering) will be paid for by the County with prior budgeted funds. c. The County will work with CDOT to execute and fund all necessary utility relocation agreements for the project by February 28, 2013. Required documentation for all agreements, easements and rights of way will be completed by the County and supplied to CDOT and the utility companies prior to the start of construction. d. The County Engineer or the Public Works Director or a designee of the Public Works Director shall be available when needed to evaluate and approve proposed modifications to the Tunnel plan design and to authorize any necessary change orders before RFTA issues them to the Contractor. e. All payment applications or invoices from RFTA for expenses incurred for the Tunnel will be routed through the Public Works Director or the Public Works Director's designee for approval. Payment to RFTA shall be made within 30 days of County's receipt of payment applications or invoices from RFTA. f. Funding for the Tunnel provided by the County will not exceed $3,000,000 unless there is an additional appropriation from the Board of County Commissioners. No construction contract shall be awarded and entered into with regard to the construction of the Tunnel component without the written approval of the Public Works Director, which approval shall not be unreasonably withheld, and shall certify that the County has funds and will pay for the Tunnel and that the County will comply in all respects with the obligations as owner of the Tunnel. 4. Project collaboration, problem solving and change order approval. RFTA, CDOT and the County will form a collaborative Construction Management Team (hereinafter "Team") that will meet at least weekly throughout the life of the project. The Team will address construction issues and changes as they develop throughout the construction of the Tunnel. Tunnel project modifications and other project decisions will be made on a consensus basis by the Team. All change orders with regard to the Tunnel must be approved by the Public Works Director or the Public Works Director's designee prior to execution by RFTA and the Contractor. Because time is of the essence, the Public Works Director, or his designee, shall be available on short notice to discuss critical issues and provide necessary authorization for changes that otherwise might result in costly time delays and financial impacts for the Tunnel. 4 5. Project Cost Assignments and final payment. a. Construction management costs will be assigned directly to either the Tunnel or to the BRT Stations based upon where management time was spent. b. Construction management costs that cannot be directly assigned to either the Tunnel or the BRT Stations shall either be split evenly between the two projects or in accordance with cost sharing percentages to be agreed on in writing by RFTA and the Public Works Director, or his designee. c. Construction costs, that cannot be directly assigned to either the Tunnel or the BRT Stations (such as mobilization and traffic control) shall be split in accordance with cost sharing percentages to be agreed on in writing by RFTA and the Public Works Director, or his designee. d. All other direct construction costs shall be assigned to either the Tunnel or to the BRT Stations based on which project originally included the specified work. Project acceptance and final payment for the construction of the Tunnel will be approved by RFTA, CDOT and the Public Works Director. Once approved by the Team, final payment to RFTA for work performed by the Contractor will be made by the County within 30 days of receiving a pay application or invoice from RFTA, once the Public Works Director, or his designee, approves the job completion. 6. Cash Flow and Reimbursement. a. The County will provide a total of up to $3,000,000 to pay for the construction of the Tunnel. When the FASTER grant funds become available to RFTA to pay for Contractor invoices, RFTA will begin submitting Contractor invoices to CDOT for reimbursement. At that time, RFTA will only invoice the County for the 20% local share of the FASTER grant expenses, until all FASTER grant funds have been expended. If all of the $1,500,000 in FASTER grant funds are expended before the Tunnel is completed, RFTA will resume submitting the entire amount of Contractor invoices to the County until the overall $3,000,000 Tunnel project cap has been reached. Throughout the project and as CDOT makes payments to RFTA, RFTA will reimburse the County for any amounts the County has advanced for the Tunnel project that the County is owed from the FASTER grant, up to $1,500,000. All reimbursements shall be completed within three months of final project acceptance. b. If additional funds, in excess of $3,000,000, are required to complete the Tunnel portion of the project, the funds may be either fully appropriated by the County or the County may be reimbursed by CDOT for any additional expenditures. RFTA will not incur costs for the Tunnel portion of the project in excess of $3,000,000 without prior written authorization from the County. RFTA funds for the BRT Stations portion of 5 the overall construction project may not be used to pay for any costs associated with the Tunnel portion of the overall construction project. c. RFTA shall not proceed with the Tunnel portion of the Contract if the cost is anticipated to exceed $3,000,000, unless otherwise directed by the Public Works Director with assurances that funds have been appropriated and that the extra cost will be paid for by the County. RFTA shall not be deemed to be a guarantor of the cost of the Tunnel. d. Tunnel project expense reports and forecasts will be presented to and discussed by the Team as often as practicable, but at least on a monthly basis during the life of the Tunnel construction project. If, for any reason, it appears that the cost of completing construction of the Tunnel could exceed $3,000,000, RFTA will notify the County and request written instructions as to whether it should continue or discontinue constructing the Tunnel. 7. Public Outreach. The County and RFTA shall coordinate a robust public outreach campaign to provide the public with project information before project initiation and will provide regular public updates throughout the project. The County and RFTA will designate a single point of contact for each agency that will be responsible for this coordinated effort and public information. The County shall operate as the lead entity with RFTA staff support and all public outreach information will be approved by both agencies before it is made public. 8. Maintenance Responsibilities. Upon final completion of the project and reconciliation of project expenses between RFTA and the County, the County will assume maintenance responsibility for the Tunnel. RFTA will maintain the BRT Stations in accordance with its MOU/Master Lease Agreement with CDOT, signed on January 19, 2012. 9. Site Utilities. Upon final completion of the project and reconciliation of project expenses between RFTA and the County, responsibility for payment of the following ongoing utility costs shall be split in accordance with cost sharing percentages to be agreed on in writing by RFTA and the Public Works Director, or his designee: a. Emergency telephone and Internet Wi-Fi service b. Electrical for lighting and snowmelt c. Irrigation water 10. Hold Harmless. To the extent permitted by law, the County and RFTA shall each defend and hold harmless the other from and against any injury, claim or damage to any third party arising out of or in connection with each party's operations under this Agreement. 6 Nothing in this Agreement, however, is intended or shall be construed to constitute a waiver on the part of RFTA or the County of the provisions of Section 24-10-101, et seq., Colorado Revised Statutes, commonly known as the Colorado Governmental Immunity Act. 11. Choice of Law. This Agreement and every related document shall be governed and construed in accordance with the laws of the State of Colorado. 12. Attorneys' Fees. In the event the interpretation or enforcement of this Agreement should ever become the subject of litigation, arbitration or mediation between RFTA (or its successors and assigns) and the County, the substantially prevailing party shall be awarded its reasonable costs and attorneys' fees and costs incurred in connection therewith. 13. Notices. All notices or other communication required or permitted under this Agreement shall be in writing, shall be personally delivered or sent by certified mail, postage prepaid and return receipt requested, and such notices shall be deemed given when received. Notices shall be directed to the following addresses: To Pitkin County: Pitkin County Public Works Attn: Director 76 Service Center Road Aspen, CO 81611 With a copy to: Pitkin County Attorney 530 East Main Street, Suite 302 Aspen, Colorado 81611 To RFTA: Roaring Fork Transportation Authority Attn: BRT Project Manager 1340 Main Street Carbondale, CO 81623 With a copy to: Roaring Fork Transportation Authority Attn: CEO 2307 Wulfsohn Road Glenwood Springs, CO 81601 Notice of any change of address shall be given by written notice in the manner detailed in this paragraph. 7 14. Performance. The Parties agree to perform any and all acts, without limitation, as may be reasonably necessary to fully effectuate the intent and purposes of this Agreement. Whenever any action is required or permitted to be taken by the Parties under the terms of this Agreement, such action may be taken and performed by any authorized officer, director, agent or other representative of the Parties. 15. No Third Party Beneficiaries. It is the intent of the Parties that no third party beneficiary interest is created in this Agreement. The Parties hereto are not presently aware of any actions by them or any of their authorized representatives which would form the basis for interpretation construing a different intent and expressly disclaim any such acts or actions. 16. No Waiver of Governmental Immunity. RFTA and the County, their directors, officials, officers, agents and employees are relying upon and do not waive or abrogate, or intend to waive or abrogate by any provision of this Agreement the monetary limitations or any other rights immunities or protections afforded by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as it may be amended from time to time. 17. Breach or Termination. In the event of a breach of any provision of this Agreement, written notice of the breach, which shall include a reasonably specific description of what constitutes the breach and what corrective action or cure is required by the party giving the notice, shall be given by the non -breaching party. If within ten (10) days after receipt of such written notice, the breaching party has not cured the breach, of if cure cannot be reasonably accomplished within ten (10) days, the breaching party has not commenced what curative measures are possible and is not prosecuting the same to timely completion, the non -breaching party may, in addition to such contractual remedies as may be available, ask a court of competent jurisdiction for appropriate injunctive relief. 18. Disputes. Any unresolved dispute arising under this Agreement which is not resolved by agreement shall be referred to the RFTA CEO and County Manager, who shall promptly confer with each other and members of the their Boards, and who shall reduce their decisions to writing and mail or otherwise furnish a copy thereof to the Parties. The decision of the RFTA CEO and the County Manager shall be final and conclusive unless, within five (5) days from the date of receipt of such decision or lack thereof, either Party furnishes to the other a written notice of appeal. In the event of an appeal, such dispute shall then be referred to the RFTA Board and the Board of County Commissioners who shall meet in joint session within ten (10) calendar days thereof. If no resolution is then achieved the dispute may be settled by appropriate legal proceedings, or, if the Parties mutually agree, through mediation, arbitration or administrative process. Pending any binding arbitration or administrative decision, appeal or judgment referred to in this paragraph or the settlement of any dispute arising under this Agreement, RFTA shall nonetheless proceed diligently with the performance of this Agreement as directed by the RFTA. 8 19. Entire Agreement. This Agreement constitutes the entire and complete agreement of the Parties in regard to the subject matter herein. No promise or undertaking has been made by any party, and no understanding exists with respect to the transaction herein contemplated except as expressly set forth herein. All prior and contemporaneous negotiations and understandings between the Parties are embodied and merged into this Agreement. 20. Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remaining terms and provisions of this Agreement shall continue to exist and shall be valid and enforceable to the fullest extent permitted by law. 21. Amendment. This Agreement may only be amended by a written document executed by the County and RFTA, or its successors and assigns. 22. Venue. Venue for any legal action relating to this Agreement shall be in the District Court in and for the County of Pitkin, Colorado. 23. Appropriation. All financial obligations of RFTA or the County under and pursuant to this Agreement are subject to prior appropriations of monies expressly made by RFTA or the County for the purpose of this Agreement. 24. No Personal Liability. No elected official, director, officer, agent or employee of RFTA or the County shall be charged personally or held contractually liable by or to the other party under any term 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. 25. Paragraph Headings. The paragraph headings in this Agreement have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 26. Waiver. No failure or delay of the Parties to exercise any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Nothing contained in this Agreement shall constitute a waiver of any right, power or authority of the Parties hereto, except as expressly provided for herein. 27. Counterparts. This Agreement may be executed in duplicate original counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. 28. Authority to Execute. By signing this Agreement, the Parties acknowledge and represent to one another that all procedures necessary to validly contract and execute this Agreement have been performed and that the persons signing for each party have been duly authorized to do so. The Parties acknowledge and agree that no representation or 9 inducement has been made regarding the rights set forth in this Agreement that is not expressly set forth herein. 29. Force Majeure. RFTA shall not be in violation of this Agreement by failure to perform any obligation express or implied hereunder by causes beyond RFTA's control, including, without limitation, acts of God, boycotts, strikes, embargoes, unforeseen shortages of labor, fuel, or other items essential to provide service, acts of public enemy, riots, rebellions, accidents, vandalism, or governmental laws, regulations, or approvals. RFTA shall, as soon as reasonably practicable, but in no event later than ten (10) days of any such failure, potential delay or default, notify the County in writing of the causes of the failure, potential delay or default and the facts relating thereto. 30. Independent Contractor. a. RFTA's relationship to the County and the performance of this Agreement is that of an independent contractor. RFTA personnel performing services under this Agreement shall at all times be under RFTA's exclusive direction and control and shall be employees of RFTA and not employees of the County. RFTA shall have and exercise complete control over the supervision of its employees. b. Nothing is this Agreement shall be construed to convey any title or interest to the County in RFTA facilities or equipment; nor shall anything in this Agreement be construed to convey any title or interest in County facilities or equipment to RFTA; nor shall RFTA and the County be deemed to have created a partnership or joint venture. 10 IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as of the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO By: George Newman, Chairman ATTEST: APPROVED AS TO FORM: By: By: Jeanette Jones, Deputy Clerk John M. Ely, County Attorney ROARING FORK TRANSPORTATION AUTHORITY By: Jacque Whitsitt, Chair, RFTA Board of Directors ATTEST: APPROVED AS TO FORM: By: By: Edna Adeh, RFTA Secretary Paul J. Taddune, General Counsel, RFTA C:Aword\RFTA.IGA.AABC.Pedestrian Tunnel.PJT.Todd.rev.1.18.13 11 Lbcr: 37513 Du. 12/14/2012 Po 'Toble: COOT -PenTo4,1,thf P17 C79, C007-P0F1h1751y-04L0174 13 33 vi 0 z w t • 3 '. S3a-ez4 -4,10Z/1,:/Zt 0 00 3 3 00 CD CD 03 („, Palon-Ilsuop $ ND' X co rim Fril0 .--11011.1 X m M --1 7,2 P1 rc 00 0 0 0 0_ 06 7 9 0323 30 23 0 • 30 < r.42, 6 op User:40118 Dote 12/14/2012 Ptn 1ab!e: MOT. PenTcble,kbl Plot ConfT4: C00 -P0 1- hOuoSky,_N81- lto% elf JZO.110Q2:57 A41 c:,pavaiiocd,troArr_'rujectsijtufdl dD231610,56_+1 80.1 _F10E..Fian4l.dgn ,�Zuimio:22:�8 M1. ,:*pirBi=be bdkefrprojects kufaE4:10231841:1\51_,VECDv_+Ct_F AI-agn rt Q fD 2 th I � C7 Ci • tr# DnoM re!'r • in ro- 0 { } 3-1-NANMOQ — oev'd NOLL3r1W.SNM •+ 0 CD z 6 th • N - -• J• - 1 �r7 ] Pr pe T4',s, Tr oKt Vim'' p Zi ID 19 fTl�i • l !" p h° - '] 9 { 5 Vi:411'::::,' 'i:-' i. . 1. 7 i r p 70 i "� j is I ti I. : I TtI