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HomeMy WebLinkAbout2025-29 A Resolution Approving an Intergovernmental Agreement between the Town of Vail and the Vail Recreation District for Internet Services and Information Technology ServicesRESOLUTION NO.29 Series of 2025 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND THE VAIL RECREATION DISTRICT FOR INTERNET SERVICES AND INFORMATION TECHNOLOGY SERVICES WHEREAS, the Vail Recreation District (the "District") has a need for internet services and information technology services; and WHEREAS, the Town and the District desire to enter into an agreement, in the form attached hereto as Exhibit A and incorporated herein by this reference (the "IGA"), for the Town to provide such services. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the IGA in substantially the same form as attached hereto as Exhibit A, and in a form approved by the Town Attorney, and authorizes the Town Manager to execute the I G A on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 17th day of June 2025. Travislogg., Ma ATTEST: or L Steph nie Kauffman, 'town Clerk J o�'��RASEP� INTERGOVERNMENTAL AGREEMENT This Intergovernmental Agreement (the "Agreement") is made and entered into this 17t" day of June, 2025 (the "Effective Date"), by and between the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town"), and the Vail Recreation District, a Colorado special district with an address of 700 South Frontage Road E, Vail, CO 81657 (the "District") (each a "Party" and collectively the "Parties"). WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado Constitution and C.R.S. §§ 29-1-203 and 32-1-1001, the Parties may enter into agreements with one another to provide intergovernmental services and facilities, when so authorized by their governing bodies; WHEREAS, the District has a need for internet services and information technology ("IT") services; WHEREAS, the Parties desire to enter into this Agreement for the Town to provide such services; and WHEREAS, each Party has determined it to be in the best interests of its respective taxpayers, residents, property owners, and constituents to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual performance of the covenants, agreements, and stipulations contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Services. The Town shall provide the following IT services to the District: a. Access to the Town's internet bandwidth; b. Troubleshooting and supporting connectivity issues for Town -owned buildings leased by the District; C. Management of vendor support for wireless networks; and d. Hosting IT infrastructure to support District technology functions. 2. Compensation. In consideration of the IT support services provided by the Town, the District shall pay the Town a monthly fee of $1,000. The District shall pay this fee to the Town quarterly. If the Town's cost to provide IT services and internet connectivity increases, the monthly fee shall also equally increase. The Town shall notify the District by November 1 of each year of any increase in the monthly fee. 1 6/5/2025 C:IUSERSITJJOHNSONIDESKTOPIVRD IT IGA-A052125.DOCX 3. Term and Termination. a. Term. This Agreement shall commence on the Effective Date and shall continue until December 31, 2025. Thereafter, the Agreement shall automatically renew for an additional one year term unless otherwise terminated as provided herein. b. Termination. Either Party may terminate this Agreement at any time upon 30 days' prior written notice to the other Party. If this Agreement is terminated by either Party, the District agrees to pay for any remaining outstanding service already fully completed and not yet paid for, upon receipt of an invoice for that service. 4. Miscellaneous. a. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. b. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. d. Third Parties. There are no intended third -party beneficiaries to this Agreement. e. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first-class U.S. Mail to the Party at the address set forth on the first page of this Agreement. f. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. g. Modification. This Agreement may only be modified upon written agreement of the Parties. h. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Parties, and nothing contained in this Agreement shall be construed as making the Parties joint venturers or partners. In no event shall any Party or its employees or its representatives be considered or authorized to act as employees or agents of any other Party. i. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by any Party without the written consent of the others. 2 6/5/2025 C:IUSERSITJJOHNSONIDESKTOPIVRD IT IGA-A052125.DOCX j. Governmental Immunity. Each Party and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to either Party or its officers, attorneys or employees. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. ATTEST: Stephanie Kauffman, Town Clerk ATTEST: TOWN OF VAIL, COLORADO Russell Forrest, Town Manager VAIL RECREATION DISTRICT 3 6/5/2025 C:IUSERSITJJOHNSONIDESKTOPIVRD IT IGA-A052125.DOCX