HomeMy WebLinkAbout2012-26 IGA with ERWSD to Provide Water and Sewer ServicesRESOLUTION NO. 26
Series of 2012
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE
TOWN OF VAIL AND THE EAGLE RIVER WATER AND SANITATION DISTRICT; AND SETTING
FORTH DETAILS IN REGARD THERETO.
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a
home rule municipal corporation duly organized and existing under the laws of the State of Colorado
and the Town Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the "Council") have been duly
elected and qualified;
WHEREAS, the Eagle River Water and Sanitation District (the "ERWSD") is empowered to
provide water and sewer service to its customers and constituents within and without its boundaries,
within Eagle Counry, Colorado, on such terms and conditions as the ERWSD may decide;
WHEREAS, ERWSD wishes to relocate its water main along Spruce Way Road;
WHEREAS, the Town wishes to replace the Bighorn Creek culvert along Spruce Way;
WHEREAS, the Town and ERWSD wish to combine their construction efforts to achieve cost
sharing and cost savings benefits, minimize disruption to the neighborhood and to allow the
installation of infrastructure projects to be phased in logical sequence; and
WHEREAS, the Council's approval of Resolution No. 26, Series 2012, is required to enter
into an IGA.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO THAT:
Section 1. The Council hereby approves the IGA and authorizes the Town Manager to
enter into the IGA with the ERWSD on behalf of the Town in substantially the same form as attached
hereto as Exhibit A and in a form approved by the Town Attorney.
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 8th day of August, 2012.
Andrew P. Daly
Town Mayor
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Resolution No. 26, Seiries of 2012
EXHIBIT A
INTERGOVERNMENTAL AGREEMENT
FOR
SPRUCE WAY WATER MAIN RELOCATION — BIGHORN CREEK
THIS AGREEMENT is made and entered into this day of
2012, by EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi-
municipal corporation and political subdivision of the State of Colorado, ("District") and
the TOWN OF VAIL, a political subdivision of the State of Colorado ("Town").
Collectively these entities are also referred to as the "Parties".
RECITALS
WHEREAS, Eagle River Water and Sanitation District is a water and sewer
District organized and existing under the Colorado Special District Act; and
WHEREAS, the District is empowered to provide water and sewer service to its
customers and constituents within and without its boundaries, within Eagle County,
Colorado, on such terms and conditions as the District may decide; and
WHEREAS, the Town of Vail is a Colorado municipality organized and operated
pursuant to its home rule charter and Colorado law; and
WHEREAS, Section 18(2)(a) and (b), Article XIV of the Colorado Constitution,
Section 29-1-203, C.R.S., and Section 32-1-1001, C.R.S., provide for the ability of the
Parties to enter into contracts and agreements with one another to provide
intergovernmental services and facilities, when so authorized by their governing bodies;
and
WHEREAS, the Constitution and statutes of the State of Colorado permit and
encourage agreements between political subdivisions of the State, in order that the
inhabitants of such political subdivisions may thereby secure high quality governmental
services; and
WHEREAS, it is recognized by the Parties, that the public health, safety and
welfare of their inhabitants is best served by providing high quality water and sewer and
services; and
WHEREAS, the District wishes to relocate its water main along Spruce Way
Road ("Water Main Replacement ProjecY' or "District Project"); and
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WHEREAS, the Town wishes to replace the Bighorn Creek Culvert along Spruce
Way ("Street Improvements Project" or "Town Project"); and
WHEREAS, the Parties wish to combine their construction efforts to achieve cost
sharing and cost savings benefits, minimize disruption to the neighborhood and to allow
the installation of infrastructure projects to be phased in logical sequence. The Parties
desire for the District's Water Main Relocation Project and the Town's Culvert
Replacement Project to be administered, constructed and installed, to the extent provided
for herein, as one project (collectively, the "Project"); and
WHEREAS, each of the Parties hereto desires to work together to authorize and
accomplish the construction of the Project; and
WHEREAS, each of the Parties hereto has determined it to be in the best interests
of their 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, and for other good and valuable
consideration, the Parties hereto agree as follows:
Cooperation. The Parties agree to cooperate in the planning, design, construction,
inspection, cost and expense sharing, administration and warrantee phases
of the Project referenced in this Agreement and to cooperate and facilitate
the combined efforts including, but not limited to the execution of any
additional agreements, easements, and rights-of-way necessary to
implement the purposes of this Agreement.
Desi n�ts. The District and the Town have separate agreements with Frachetti
Engineering, Inc. (Frachetti) of Greenwood Village, Colorado and River
Restoration (RR) of Glenwood Springs Colorado, respectively, for the
project design work. The District agrees to pay its portion of the Project
design costs to Frachetti per its agreement with Frachetti. The Town agrees
to pay its portion of the Project design costs to RR per its agreement with
RR.
Project Mana e� ment: The Town will provide a construction management
representative ("Town Construction Manager") to coordinate the
construction work, provide clarifications to the Contractor and review and
approve proposed field changes, cost changes and time changes in a timely
manner. The District will provide a construction management
representative ("District Construction Manager") to coordinate execution of
the District's portion of the Project with the Town Construction Manager as
required herein. With respect to communications with Project Contractor,
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suppliers and consultants, the District Construction Manager shall not have
authority to bind, or otherwise affect the obligations of, the Town.
Construction Contract. The Town administered a competitive bid process for the
construction of this Project under the title "Bighorn Creek Utility
Crossing". The bid documents included items designed for and approved by
the District. Icon Inc. was the lowest responsive, responsible bidder, and
the Town has entered into a contract with Icon Inc. ("Contractor"). A copy
of Icon Inc.'s bid tabulation dated July 31, 2012 is included as Attachment
B. The Town will coordinate and supervise the Project, and will be the
Owner as defined in the construction contract. The Town will coordinate
the construction work, provide clarifications to the Contractor, and work
with the Parties regarding any change orders or modifications to the
construction contract. No work for the District outside of the construction
contract will be commenced without approval by the District Construction
Manager.
Construction Inspection. The Town Construction Manager will be responsible for
construction inspection of its portion of the Project. The District
Construction Manager will be responsible for construction inspection of its
portion of the project.
Geotechnical Testin�. The Town will pay for geotechnical testing costs associated
with its portion of the Project. The District will either reimburse the Town
for geotechnical testing associated with its portion of the Project, or
contract directly with a Geotechnical testing firm.
Cost Sharin�. The Town agrees to pay all costs to the Contractor for the Project.
The Town will invoice the District on a monthly basis for the District's
portion of the work based on work accomplished per the Contractor's
invoices and the value of the work listed in Attachment A. The District
will reimburse the Town for the invoiced work within 30 days. The District
represents that it has appropriated sufficient funds to pay in full its
obligations hereunder.
Change Orders. Any change orders that arise during construction related to the
Town portion of the Project will be negotiated between the Town
and the Contractor.
Any change orders that arise during construction related to District's
portion of the Project will be reviewed by the Town and District
Construction Manager prior to approval. Change order work will be
completed by the Contractor at contracted unit costs, lump sum costs
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agreed to in advance, on a cost-plus basis or as otherwise set forth in the
construction contract. Additionally, the District Construction Manager will
review plans and approve change orders in a timely manner. Neither the
Town nor its Contractor will commence any work outside of the contracted
items for which it expects reimbursement from the District without the
prior approval of the District's Construction Manager.
Project Meetings. The Town will make a good faith effort to invite a
representative of the District to meetings concerning the Project, and
otherwise provide open communications throughout the Project.
Warranties. For any work that the District determines does not conform to the
Project or District Rules and Regulations and the specifications set forth
therein, or needs to be completed under warranty conditions (where the
applicable warranty has not been transferred to the District), the District
shall notify the Town and the Town will notify the Contractor under the
terms of the Town's agreement with the Contractor.
Transfer of Warranties and Enforcement Powers. Town will use its best efforts to
obtain, in writing, requisite warranties of at least a TWO-YEAR period
from Contractor for workmanship and/or materials for facilities,
infrastructure, and appurtenances constructed for the Project. The Town
will make its best effort to transfer warranties for the District's portion of
Project facilities, infrastructure, and appurtenances to the District. If the
Town is not able to transfer warranties to the District, the Town will retain
the warranties and cooperate with the District to enforce such warranties at
no cost to the Town.
Enforcement. The Parties agree that this Agreement may be enforced in law or in
equity for specific performance, injunctive, or other appropriate relief,
including damages, as may be available according to the laws and statutes
of the State of Colorado. It is specifically understood that by executing this
Agreement each Party commits itself to perform pursuant to the terms
contained herein, and that any breach hereof which results in any
recoverable damages shall not cause the termination of any obligations
created by this Agreement unless such termination is declared by the Party
not in breach hereof.
Governin� Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Colorado.
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Venue. Venue for the trial of any action arising out of any dispute hereunder shall
be in the District Court for Eagle County, State of Colorado, pursuant to the
appropriate rules of civil procedures.
Captions. The headings and sections and paragraphs are included only for
convenience and reference. If any conflict between any heading and the
text of this Agreement exists, the text shall control.
Bindin��reement upon Successors and Assi�ns. This Agreement and the rights
and obligations created hereby shall be binding upon and inure to the
beneiit of the Parties hereto and their respective successors and assigns.
Interested Persons. Nothing herein expressed or implied is intended or should be
construed to confer or give to any person or corporation or governmental
entity other than the District and the Town, any right, remedy or claim
under or by reason hereof or by reason of any covenant or condition herein
contained, nor limit in any way the powers and responsibilities of the
Town, the District, or any other entity not a party hereto.
Notices. All notices, requests, demands, consents and other communications
hereunder shall be transmitted in writing and shall be deemed to have been
duly given when hand-delivered or sent by certified, United States mail,
postage prepaid, with return receipt requested, addressed to the parties as
follows:
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Stan Zemler, Town Manager
Town of Vail
75 South Frontage Road
Vail, Colorado 81657
With a Copy to:
Matt Mire, Town Attorney
Town of Vail
75 South Frontage Road
Vail, Colorado 81657
Eagle River Water and Sanitation District
Linn Brooks, General Manager
846 Forest Road
Vail, Colorado 81657
With a Copy to:
James P. Collins, Esq.
Collins Cockrel & Cole
390 Union Boulevard, Suite 400
Denver, Colorado 80228-1556
Either party may change the address at which it receives
written notice, by notifying the other party in writing in the
manner provided herein.
Severabilitv. If any portion of this Agreement is held invalid or unenforceable for
any reason by a court of competent jurisdiction as to either Party or as to
both Parties, such portion shall be deemed severable and its invalidity or its
unenforceability shall not affect the remaining provisions; such remaining
provisions shall be fully severable and this Agreement shall be construed
and enforced as if such invalid provisions had never been inserted into this
Agreement.
Waiver. The waiver of any breach of any of the provisions of this Agreement, by
any party, shall not constitute a continuing waiver of any subsequent breach
by that party, either of the same, or of another provision of this Agreement.
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Amendment. This Agreement may be amended, modified, changed, or terminated
in whole or in part only by written agreement duly authorized and executed
by the Parties hereto.
Duplicate Ori i�. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together, shall constitute one
and the same agreement.
Separate Entitv Status. In no event shall either party, its employees or its
representatives, be considered or authorized to act as employees or agents
of the other party.
Indemnification. Each party, to the extent permitted by law and subject to all of
the immunities, defenses and protections afforded to that party by the
Colorado Governmental Immunity Act, shall indemnify and hold harmless,
the other party, its officers, directors, employees and agents from and
against any claims including attorneys fees, arising out of the negligence of
the officers, employees or agents of the indemnifying party and rising out
of the performance of services under this Agreement.
Force Majeure. No party shall be liable for any failure to perform as required by
this Agreement to the extent such failure to perform is caused by any
reason beyond the control of that party or by reason of any of the following
occurrences, whether or not caused by such party: strikes, labor
disturbances or labor disputes of any character, accidents, riots, civil
disorders or commotions, war, acts of aggression, floods, earthquakes, acts
of God, explosion or similar occurrences; provided, such party shall
exercise its best efforts to provide the best possible alternative performance
and to prevent the foregoing occurrence from obstructing full performance.
Such occurrences shall not terminate this Agreement and shall not affect
this Agreement except as provided in this Section.
Entire Agreement of the Parties. This Agreement represents the full and complete
understanding of Parties, and supersedes any prior agreements, discussions,
negotiations, representations or understandings of Parties with respect to
the subject matter contained herein.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
effective as of the date and year first above written.
EAGLE RIVER WATER AND
SANITATION DISTRICT
:
Attest:
Leslie Isom, Administration Manager
Linn Brooks, General Manager
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:
Attest:
Lorelei Donaldson, Town Clerk
APPROVED AS TO FORM
Matt Mire, Town Attorney
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Stan Zemler, Town Manager
ATTACHMENT A
(COST SHARING BREAKDOWN)
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ATTACHMENT B
(ICON INC. BASE BID SCHEDULE DATED JULY 31, 2012)
Resolution No. 9, Series 2012