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HomeMy WebLinkAbout2015-28 IGA with ERWSD for Dowd Junction Repair ProjectRESOLUTION NO. 28 Series of 2015 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT (THE "IGA") BETWEEN THE TOWN OF VAIL AND EAGLE RIVER WATER AND SANITATION DISTRICT REGARDING THE DESIGN OF THE GORE VALLEY TRAIL AT DOWD JUNCTION REPAIR PROJECT; 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 Town will partner with the Eagle River Water and Sanitation District (ERWSD) to design the necessary repairs to the Gore Valley Trail in Dowd Junction (the "Project"); WHEREAS, the Project, located in Dowd Junction along the Gore Valley Trail, will provide a benefit to both the Town's Gore Valley Trail bike path and ERWSD's sanitary sewer mainline that lies beneath the Gore Valley Trail; WHEREAS, the Council's approval of Resolution No. 2 8, Series 2015, is required to enter into the Intergovernmental Agreement ("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 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 APOPTED at a regular meeting of the Town Council of the Town of Vail held this 15' day of Se mber, 2015. Andrew P.D Town Mayor *No., OF 01 y Cl ' SEAL ' • Re INTERGOVERNMENTAL AGREEMENT FOR GORE VALLEY TRAIL AT DOWD JUNCTION REPAIR PROJECT THIS AGREEMENT is made and entered into this day of 2015, by the TOWN OF VAIL, a political subdivision of the State of Colorado ("Town"), and EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi- municipal corporation and political subdivision of the State of Colorado, ("District"). Collectively these entities are also referred to as the "Parties". RECITALS WHEREAS, the Town of Vail is a Colorado municipality organized and operated pursuant to its home rule charter and Colorado law; and 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, 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 Town wishes protect its infrastructure (Gore Valley Trail); and WHEREAS, the District wishes to protect its infrastructure (Sanitary Sewer Main); and WHEREAS, the Parties wish to combine their efforts to achieve cost sharing and cost savings benefits, minimize duplication of efforts to design a sound engineering solution to protect the parties infrastructure; and WHEREAS, each of the Parties hereto desires to work together to authorize and accomplish the Design 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, cost and expense sharing and administration 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. 2. Design Costs. The Town and the District have selected S20 Design Engineering of Lyons, Colorado to perform professional design services. S20 Design Engineering was selected through a public Request For Proposals process. The Town agrees to pay 50% of the design fees and the District agrees to pay 50% of the design fees. 3. Project Management: The Town will provide a project management representative ("Town Project Manager") to coordinate the design work, provide clarifications to the Consultant and review and approve proposed field changes, cost changes and time changes in a timely manner. The District will provide a project management representative ("District Project Manager") to coordinate execution of the Town's portion of the Project with the District Construction Manager as required herein. With respect to communications with Project Consultant the District Project Manager shall not have authority to bind, or otherwise affect the obligations of, the Town. 4. Cost Sharing. The Town agrees to pay all costs to the Consultant for the Project. The Town will invoice the District on a monthly basis for the District's portion of the work based upon a 50% Town/50% District cost share. 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. 2 5. 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. 6. 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. 7. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. 8. 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. 9. 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. 10. Binding Agreement upon Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 11. 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 Town and the District, 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. 12. 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: 3 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. 13. Severability. 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. 14. 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. 4 15. 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. 16. Duplicate Originals. 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. 17. Separate Entity 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. 18. 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. 19. 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. 20. 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. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be effective as of the date and year first above written. Attest: Leslie Isom, Administration Manager Attest: Patty McKenny, Town Clerk APPROVED AS TO FORM Matt Mire, Town Attorney EAGLE RIVER WATER AND SANITATION DISTRICT IM Linn Brooks, General Manager TOWN OF VAIL I= 2 Stan Zemler, Town Manager ATTACHMENT A (CONSULTANT'S PROPOSAL DATED AUGUST 31, 2015)