HomeMy WebLinkAboutbocc.res.102.2016 CONTRACT _ /(o
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE TOWN OF BASALT (TOWN),THE ROARING FORK
TRANSPORTATION AUTHORITY(RFTA)AND PITKIN COUNTY(COUNTY)TO
COMPLETE THE BASALT PEDESTRIAN CROSSING TO BE MANAGED BY RFTA
AND PITKIN COUNTY
RESOLUTION NO./(l -2016
RECITALS
1. The Town, County and RFTA desire to enter into an Intergovernmental Agreement
establishing and acknowledging funding and roles and responsibilities for the
construction of the Basalt Pedestrian Crossing of State Highway 82, herein known as
"Project".
2. Funding has been committed for the Project from various governments and the Parties
desire to formally acknowledge these amounts.
3. The Parties desire for RFTA and the County to manage the Project and assign roles and
responsibilities to ensure the Project is completed successfully.
4. The project received an acceptable construction bid equal to or less than the proposed
funding commitments.
5. The Board finds that adoption of this resolution is necessary for the immediate
preservation of the public health, safety and welfare of the citizens of Pitkin County
and therefore declares this ordinance and legislation to be effective immediately upon
adoption.
NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of
Pitkin County, Colorado authorizes the chair of the Board of County Commissioners of Pitkin
County, Colorado to execute such documents as necessary to consummate this intergovernmental
agreement subject to the recommendation for approval as to form by the County Attorney.
INTRODUCED,FIRST READ,AND SET FOR PUBLIC HEARING ON
U 5 /4,2016.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON y- // , 2016. '
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE(www.aspenpitkin.com)ON
t/ 2016.
ORDINANCE#/0 -2016
ADOPTED AFTE FINAL READING AND PUBLIC HEARING ON
411cjL ' , 2016.
O
PUBLISHED BY TITLE AND SHORT SUMMARY,AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ONjfi / 2016.
POSTED JpIN THE OFFICIAL PITKIN COUNTY WEBSITE (www.aspenpitkin.com ) ON
THE /Srp %-S' , 2016.
THIS RESOLUTION IS EFFECTIVE ON i" y , 2016.
ATTI:• BOARD OF COUNTY COMMISSIONERS
By l.AL/ By: l `' CbAfeiG4)
Jean(e Jones / Rachel E. Richards, Chair
Dep I County Cler
Date: 06'.d4-?013
APPROVED AS TO FORM: MANAGER APPROVAL
John Ely, 21 = - rney on P .cock ounty Manager
2
W TRACT 90-9.10/
INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF BASALT
(TOWN), THE ROARING FORK TRANSPORTATION AUTHORITY (RFTA) AND
PITKIN COUNTY (COUNTY) TO DEVELOPMENT PROJECT WITH ONE
CONSTRUCTION CONTRACT TO COMPLETE THE BASALT PEDESTRIAN
CROSSING MANAGED BY RFTA AND PITKIN COUNTY
This INTERGOVERNMENTAL AGREEMENT (hereinafter "Agreement") is made and entered
into this day of , 2016, by and between the TOWN OF BASALT, COLORADO,
acting by and through its Town Council (hereinafter "Town") BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO, a body corporate and politic
("County") and the ROARING FORK TRANSPORTATION AUTHORITY (hereinafter
"RFTA"), a regional transportation authority created pursuant to Section 43-4-601, et seq.,
C.R.S., as amended, whose address is 2037 Wulfsohn Road, Glenwood Springs, Colorado
81611. Town, County and RFTA are also sometimes referred to herein as a "Party" or the
"Parties."
WITNES SETH:
WHEREAS,The Town, County and RFTA desire to enter into an Intergovernmental
Agreement(hereinafter"IGA") establishing and acknowledging funding and roles and
responsibilities for the construction of the Basalt Pedestrian Crossing of State Highway 82, •
herein known as"Project".
WHEREAS, funding has been committed for the Project from various governments and
the Parties desire to formally acknowledge these amounts.
WHEREAS,the Parties desire for RFTA and the County to manage the Project and
assign roles and responsibilities to ensure the Project is completed successfully.
WHEREAS,the project received an acceptable construction bid equal to or less than the
proposed funding commitments.
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 Town, County and RFTA agree as follows:
RECITALS
1. The Town, County and RFTA desire to complete the Basalt Pedestrian Underpass
budgeted at 7,140,000 million dollars. A plan of the Basalt Pedestrian Underpass to be
completed is attached as Exhibit A, and is sometimes referred to herein as"the Project."
2. The Town, County and RFTA acknowledge that funding for the Project is anticipated to
be accomplished as follows:
Town of Basalt/Pitkin County/RFTA IGA Page 1
RFTA $ 500,000
CDOT (RPP, TAP, FASTER) $2,443,100
Town $2,954,000
County (OST, EOTC, County Gen Fund) $1,390,000
Safe Routes to School (SRS) $ 280,000
Total Funding $7,567,100
3. The Town, County and RFTA agree that construction of the improvements will not
commence until the entirety of funding is appropriated.
4. The Town, County and RFTA agree to coordinate the funding and completion of the
construction of Basalt Underpass improvements by means of a single construction
contract,the management of which shall be overseen by the by the Town with staffing
support from the County and RFTA. The County and RFTA are offering staff
augmentation to the Town because of recent experience on the CDOT funded AABC
Underpass.
5. The Town of Basalt shall appoint the Assistant Town Manager, Judi Tippetts, as the
Town Representative and the point of contact to the project whom shall have the
authority to make decision on the Town's behalf, sign Minor Contract Revisions(MCR)
and change orders and shall be available throughout the life of the project to make
decisions in a timely manner.
6. RFTA shall appoint two staff members to the project.Nicholas Senn shall act as the
Project Engineer and shall have the authority to direct the work and enforce the terms of
the construction and design support contracts. The Project Engineer will also have
authority to produce pay applications, encumber the (MCR) funds associated with the
project, with the consent of the Town and write change orders for the subtraction or
addition of work during the life of the project. The RFTA Project Engineer shall report to
the Town Representative and the County Resident Engineer. RFTA shall also appoint
Ben Ludlow to act as the Assistant Project Engineer who will manage the SharePoint site
which will be the official record for the project,manage the Requests for Information
(RFI) and submittal process and manage the site observations and record keeping.
7. Pitkin County shall appoint two staff members to the project. GR Fielding shall act as the
Resident Engineer to the project at act as the County's Project Manager for the life of the
project and shall report to the Town Representative and oversee/direct the rest of the
combined staff. The Resident Engineer and-shall have the authority to direct the work and
enforce the terms of the construction and design support contracts as typically defined in
the CDOT grant agreements. The County shall also appoint Chris Baroody to the project
at-to act as an Inspector for the life of the project and he shall report to the Project
Town of Basalt/Pitkin County/RFTA IGA Page 2
Engineer or Resident Engineer. The Inspector will be the primary field observation for
the combined staff and is chiefly responsible for daily CDOT compliant documentation.
8. RFTA and the County agree to assume the primary responsibility for managing the
construction of the Project and for ensuring a functional facility at the conclusion of the
Project with the final completion of the Project,which will entail minor fit and finish,to
be accomplished by the summer of 2017 or as soon as possible thereafter as provided for
herein. The Town and the Designers of Record agree to provide the support necessary to
facilitate the construction of the project.
9. The Town of Basalt shall provide CDOT compliant design documents for the
construction of the project. The Town shall also assume full responsibility for Errors and
Omissions in the delivered Plans, Specifications, Reports and Estimates provided by the
Town's design professionals. The Town may direct the Town Engineer to the Project for
those tasks and responsibilities it deems appropriate in compliance with governing CDOT
regulations. Should it become necessary the Town shall provide legal support for any
dispute resolution process or any other matter associated with the project,—_RFTA and the
County agree to provide technical support for these efforts as necessary.
10. Parties 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 and could also affect the overall cost of the Project.
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 Town, County and RFTA agree as follows:
1. Town of Basalt, RFTA and Pitkin County project management responsibilities
Town of Basalt, RFTAS and the County, directly and/or through an engineering
consultant, agree to manage the combined projects and ensure design specifications are
followed, testing protocols are met, and the combined-projects pis constructed meeting
previously engineered plans and specifications and grant agreements. The basic
responsibilities of each organization are outlined below and committed to for the entire
duration of the construction management.
Town of Basalt:
• The Town will responsible for the management,required reporting and seeking
reimbursement for all grants and funds associated with the project
Town of Basalt/Pitkin County/RFTA IGA Page 3
• In the event that any legal service are required to resolve issue related to the project the
Town agrees to provide this representation at no cost to RFTA or Pitkin County.
• The Town will pay for any construction testing, construction inspections, design support
and public information consulting required by the Project.
• The Town will be responsible the management of all grants and assume responsibly for
meeting each grants reporting requirements as well as seek reimbursement for each
individual grant.
• The Town will be responsible for processing pay applications to the Contractor and
Consultants for the work performed during the construction contract within 30 days.
RFTA:
• RFTA shall act as the construction manager for the project and provide a Project
Engineer and Assistant Project Engineer to manage the construction and enforce the
terms of the construction and design contracts.
• Shall procure an engineering firm for materials testing and a public information
consultant as required by the Project.
• RFTA will use utilizes its SharePoint site to create an office electronic project record
system for the project and will manage the site. This project record will be maintained
and provided to the Town at the completion of the Project.
• RFTA will be responsible for insuring DBE goals are met,reviewing Davis Bacon wage
information and FASTER employment numbers reporting and supply reports to the Town
to submit to CDOT.
• RFTA shall manage the inspection,testing and site observations for the project.
• RFTA shall produce and verify pay applications and submit them to the Town for
processing.
Pitkin County:
• The Resident Engineer shall be available to help resolve issues on the project and make
final decisions on behalf of the Team. The Resident Engineer shall be responsible for
oversight in compliance with CDOT grant agreement terms.
• The Resident Engineer(or Project Engineer if directed) shall be available to support the
Assistant Town Manager in communicating progress to the Town Board.
• The Pitkin County Inspector shall be available for life of the project and provide
documentation at the direction of the Resident/Project Engineers that is CDOT compliant.
2. Town of Basalt project involvement and payments.
a. Either the Town Manager or the Assistant Town Manager/Finance Director will be
involved in managing the project through attending weekly construction meetings and by
making periodic site visits as needed.
b. Either the Town Manager or the Assistant Town Manager/Finance Director will be
available to evaluate and approve proposed modifications to plan design. Modifications
Town of Basalt/Pitkin County/RFTA IGA Page 4
to the approved design and authorization of any necessary change orders will occur no
later than five (5) working days after presentation by RFTA or the County and before any
change orders are issued to the Contractor.
c. All payment applications or invoices will be routed through the Assistant Town
Manager/Finance Director for approval on a monthly basis.
d. If additional funds for construction, in excess of Funding, are required to complete the
Project, the funds may be either fully appropriated by the Town or the Town may request
to be reimbursed by an entity such as CDOT or EOTC for any additional expenditures.
RFTA or the County shall not be responsible for overages to the cost of the Project.
Overall project expense reports and forecasts will be presented to and discussed by the
Construction Management Team (Team) as often as practicable, but at least on a monthly
basis, during the life of the construction project. County or RFTA will not incur costs for
the project in excess of current funding without prior written authorization from the entity
to which a funding request is submitted. If, for any reason, it appears that the cost of
completing construction of the Project could exceed Funding, RFTA and the County will
notify the Town and request written instructions as to whether it should continue or
discontinue constructing mutually agreed upon nonessential portions of the Project.
e. Consultant Construction Management (Design Assistance, Inspections, Testing, and
Certifications) costs shall be assigned directly to Project costs based upon the level of
effort required by the funding agencies, which costs shall be identified and allocated in
the overall project construction budget that is reliant on Funding. In other words, the
Funding shall cover all hard and soft costs related to completing the Project.
f. The Town shall obtain all required permits, including permits for all required utility
relocations, from the Town's Community Development and Building Departments.
g. The Town shall obtain and/or provide all Rights of Way(ROW) clearances.
h. All required utility relocations on the site that will occur during the life of the Project
and the utility costs associated from those independent entities shall be promptly paid by
the Town as they are incurred.
3. Project collaboration,problem solving and change order approval.
Town of Basalt, Pitkin County and RFTA will form a collaborative team that will meet at
least weekly throughout the project. This team will address issues and changes as they
develop throughout the project. Project modifications and decision making will be made
on a consensus basis. All change orders with regard to the Pedestrian Crossing will need
to be approved by the Town prior to formally approving the change order request with
the Contractor.
Town of Basalt/Pitkin County/RFTA IGA Page 5
All change orders with regard to Basalt Underpass must be approved by the Town's
representative or her designee prior to preparation by RFTA staff for execution with the
Contractor.
The Town's 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 Facility.
4. Project Cost Assignments and fmal payment.
a. All construction management costs assigned directly to the Pedestrian Crossing will be
paid by the Town to the County and RFTA based on their time spent managing the
Project. Reimbursement to RFTA and the County will each be set at a maximum of
$100,000 and shall be supported by standard accepted accounting documentation. If
support to the project extends beyond the reimbursement limit, all parties will jointly
address required support after that point.
b. Project acceptance and final payment will be approved by the Town, Pitkin County,
RFTA and CDOT as a team. Final payment will be made by the Town once the team
approves the job completion.
5. Public Outreach.
The Town, Pitkin County and RFTA will designate a single point of contact for each
agency that will be responsible for this coordinated effort and public information. Any
outreach will be approved by all agencies before it is made public. The Resident/Project
Engineers will utilize the Public Information Officer, included in the construction
contract, for much of the general dissemination of general information, but instances
where the Project Team feels there are additional measures to be taken; they will be led
by the Town. The Resident/Project Engineers will support the Assistant Town Manager
in this additional effort.
6. Hold Harmless (a)
To the extent permitted by law, Town, 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. Nothing in
this Agreement, however, is intended or shall be construed to constitute a waiver on the
part of RFTA, County or the Town of the provisions of Section 24-10-101, et seq.,
Colorado Revised Statutes, commonly known as the Colorado Governmental Immunity
Act.
7. 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), the County and the Town, the substantially prevailing
party shall be awarded its reasonable costs and attorneys' fees and costs incurred
in connection therewith.
Town of Basalt/Pitkin County/RFTA IGA Page 6
8. 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: Public Works 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: Facilities Director
1340 Main Street
Carbondale, CO 81623
To Town of Basalt:
Town of Basalt
Attn: Town Manager
101 Midland Ave.
Basalt, CO 81621
Notice of any change of address shall be given by written notice in the manner detailed in
this paragraph.
9. 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.
10. No Third Party Beneficiaries.
It is the intent of the parties hereto 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 authorize representatives which would form the basis for interpretation construing a
different intent and expressly disclaim any such acts or actions.
Town of Basalt/Pitkin County/RFTA IGA Page 7
11. No Waiver of Governmental Immunity.
RFTA, the County and the Town, its 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.
12. Breach or Termination.
In the event of a breach of any provision of this Easement-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, 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.
13. 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.
14. 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.
15. Amendment.
This Agreement may only be amended by a written document executed by the County
and RFTA and Town, or its successors and assigns.
16. Venue.
Venue for any legal action relating to this Agreement shall be in the District Court in and
for the County of Pitkin, Colorado.
17. Appropriation.
All financial obligations of RFTA, the County or the Town under and pursuant to this
Agreement are subject to prior appropriations of monies expressly made by RFTA, the
County or the Town for the purpose of this Agreement.
18. No Personal Liability.
Town of Basalt/Pitkin County/RFTA IGA Page 8
No elected official, director, officer, agent or employee of RFTA, the County or the
Town shall be charged personally or held contractually liable by or to the other party
under any term or provision of this Agreement or because any breach thereof or because
of its or their execution, approval or attempted execution of this Agreement.
19. 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.
20. 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.
21. 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.
22. 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 inducement has been made
regarding the rights set forth in this Agreement that is not expressly set forth herein.
IN WITNESS WHEREOF, e parties have hereunto set their hands and seals as of the day and
year first above written.
TOWN :� .A
By: _mprm_ e
Jacqu:y," i t , Mayor
I
ATTES ► APPR+V A ItpF
II
By: 1_Il I � A By: I /1
BOARD OF COUNTY COM ` SSIONERS
OF PITKIN COUNTY, COLO: • I 1
r
By: e'L.A8 r_
Rachel . Richards, Chair
Town of Basalt/Pitkin County/RFTA IGA Page 9
ATTE: APPROVED AS TO FORM:
By: / / /A/1 , By: �� -
Je.l- Jones, Deputy rk John M. El aunty Att. •-
ROAR-►I G FORK TRAN IT AUTHORITY
By: POW"
Dan Blankenship, hief Executive fficer
ATTEST:
BY: (�_- _ c, A-1111
RFTA Secretary
Town of Basalt/Pitkin County/RFTA IGA Page 10