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HomeMy WebLinkAbout2019-02 IGA creating the Eagle Valley Fire Cooperative RESOLUTION NO. 2 Series of 2019 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT CREATING THE EAGLE VALLEY FIRE COOPERATIVE WHEREAS, the Gypsum Fire Protection District, Greater Eagle Fire Protection District, and Eagle River Fire Protection (the "Districts") are districts are organized and operated pursuant to the provisions of Article 1, Title 32, C.R.S., to provide fire protection services within the jurisdictional boundaries of the Districts, which boundaries are located within Eagle County, Colorado; WHEREAS, the Town of Vail is a home rule municipality and political subdivision of the State of Colorado operating pursuant to Article XX of the Colorado Constitution and providing fire protection services within the jurisdictional boundaries of the Town within Eagle County, Colorado; WHEREAS, the Town and the Districts see a present opportunity to create a collaborative, integrated system of fire protection that is dedicated to reducing community risk through dynamic community risk mitigation and the consistent delivery of an effective response force, built upon the efficient use of public resources; WHEREAS, pursuant to part 2 of article 1 of title 29, C.R.S., the Town and the Districts desire to establish an agreement (the "IGA") to provide for a collaborative, integrated system of fire protection within the Eagle Valley; and WHEREAS, the Town Council's approval of this Resolution is required to enter into the IGA. 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 and authorizes the Town Manager to enter into the IGA 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 January 2019. (441: gave Chapi , < Town Mayor ATTEST: a umy agel, Town Clerk INTERGOVERNMENTAL AGREEMENT CREATING THE EAGLE VALLEY FIRE COOPERATIVE BETWEEN GYPSUM FIRE PROTECTION DISTRICT AND GREATER EAGLE FIRE PROTECTION DISTRICT AND EAGLE RIVER FIRE PROTECTION DISTRICT AND TOWN OF VAIL This Intergovernmental Agreement Creating the Eagle Valley Fire Cooperative ("Agreement") is executed this day of , 2018, by GYPSUM FIRE PROTECTION DISTRICT, GREATER EAGLE FIRE PROTECTION DISTRICT, AND EAGLE RIVER FIRE PROTECTION DISTRICT, quasi-municipal corporations and political subdivisions of the State of Colorado ("Districts") and the TOWN OF VAIL, a home rule town under the Colorado Constitution and a political subdivision of the State of Colorado ("Town") (Districts and Town being singularly referred to as "Party" or"Participating Agency" and jointly referred to as "Parties" or "Participating Agencies"). RECITALS A. WHEREAS, the Districts are organized and operated pursuant to the provisions of Article 1, Title 32, C.R.S., to provide fire protection services within the jurisdictional boundaries of the Districts, which boundaries are located within Eagle County, Colorado; and B. WHEREAS, the Town is a home rule Town and political subdivision of the State of Colorado operating pursuant to Article XX of the Colorado Constitution and providing fire protection services within the jurisdictional boundaries of the Town within Eagle County, Colorado; and C. WHEREAS, the Parties see a present opportunity to create a collaborative, integrated system of fire protection that is dedicated to reducing community risk through dynamic community risk mitigation and the consistent delivery of an effective response force, built upon the efficient use of public resources; and D. WHEREAS, this opportunity derives from the intersection of several conditions, including an unprecedented level of interagency cooperation, and predictions of continued growth and development within the Eagle Valley; and {00639812.DOCX/2) E. WHEREAS, the Parties recognize the imperative of interagency interoperability to the safety, effectiveness and efficiency of the Eagle Valley's system of fire protection; and F. WHEREAS, the Parties desire to match emergency service to community risk, and recognize that no single agency possess the necessary resources to meet the ever-changing and often expanding needs for reducing community risk through prevention and response; and G. WHEREAS, the Parties recognize that the ability to provide an effective response force—the number of personnel, and number and type of resources, required to stop the progression of an emergency event—relies heavily on interagency integration; and H. WHEREAS, integration depends upon the degree to which the participating agencies interoperate, and the individual response systems of the participating agencies must work reliability together, regardless of incident type, and the same can be said of community risk reduction; and I. WHEREAS, under part 2 of article 1 of title 29, C.R.S., the Parties desire to establish an Agreement to provide for a collaborative, integrated system of fire protection within the Eagle Valley; and J. WHEREAS, establishment of the Agreement will serve a public purpose and will promote the health, safety, security and general welfare of the inhabitants and visitors of the Parties and the State of Colorado. NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: AGREEMENT 1. Creation of Eagle Valley Fire Cooperative ("Cooperative"). The Parties agree to form the Cooperative as the strategy by which to: (a) Pursue the goals of collectively matching service to risk; (b) Ensuring mutual benefit; and (c) Enhancing interagency integration with respect to community risk reduction and emergency response. (00639812.DOCX/2 ) 2 2. Purpose of Cooperative. The purpose of the Cooperative is to collaboratively match service to risk within the boundaries of the Parties, as the Cooperative's participating agencies. 3. Ethos of Cooperative. The ethos of the Cooperative is: (a) Mutual; effective; efficient. (b) Mutual means that agency participation in the Cooperative should benefit taxpayers, firefighters and the fire service organization, itself. (c) Effective means that agency participation in the Cooperative should result in a measurable decrease in either the incidence or consequence of emergency events, or an improved ability to stop their progression. (d) Efficient means that agency participation in the Cooperative should result in an enhance ability to provide exceptional service commensurate with community risk through the responsible use of public resources. 4. Eagle Valley Fire Chiefs as Board of Cooperative. The Fire Chiefs of Gypsum Fire Protection District, Greater Eagle Fire Protection District, Eagle River Fire Protection District, and Vail Fire and Emergency Services shall be the Board of Directors of the Cooperative. The Board shall have responsibility for managing and directing the Co-Op including: (a) Establishing goals and objectives; (b) Determining priorities for joint training, making recommendations to the Parties on the funding of a joint training program by the Parties, and approving an annual joint training plan by November 30 of each year; (c) Coordinating joint purchasing; (d) Creating, managing, and hiring staff to support other joint functions, including,joint wildland, technical rescue, and other special operations programs, and approving annual operational plans for such special operations, if created. 5. Operating Principles of Cooperative. The Cooperative shall have the following operating principles: 100639812.DOCX/2} 3 (a) Participating Agencies will rely on this Agreement and other intergovernmental agreements entered into by the Parties under this Agreement to define and govern matters requiring joint decision- making, including procedures for ensuring joint decision-making, levels of decision-making authority, and processes for reporting to respective governing bodies (e.g. fire boards, town councils), or their designees; and any other subjects deemed necessary by the governing bodies of the Participating Agencies; (b) Mutuality will take precedence over the pursuit of effectiveness and efficiency. While an initiative of the Cooperative may not directly, simultaneously, or immediately benefit all Participating Agencies or their taxpayers and firefighters, no initiative should constitute an immediate or foreseeable detriment to a Participating Agency, its taxpayers or firefighters; and (c) Effectiveness will take precedence over the pursuit of efficiency. Effectiveness measures the distance between actual and desired outcomes, while efficiency describes the amount and variety of effort required to achieve an outcome. In order to avoid the creation of an efficiently ineffective cooperative, the Cooperative will consistently ask of its Participating Agencies how they might collectively meet desired outcomes at less cost or through decreased effort. 6. Creation of Cost-Sharing Agreements. The Parties recognize that initiatives of the Cooperative will require creation of cost-sharing agreements among the Parties. The Participating Agencies acknowledge that no Participating Agency can commit the financial resources of another without approval by the affected Participating Agency's governing body. Recognizing the variety in the types of contribution to inter-operability that each Participating Agency might provide, cost sharing agreements may include monetary exchange, or an exchange of equivalent value, provided all such cost-sharing arrangements receive prior approval by the affected governing bodies. All cost-sharing agreements, regardless of nature, will become memorialized in an intergovernmental agreement. 7. Single Custodian of Records of Cooperative. To ensure each Participating Agency has unhindered access to authoritative information, the Participating Agencies will agree on a single custodian of records to maintain documents related to the development and function of the Cooperative. {006398 I 2 DOCX/2} 4 8. Specific Direction on Joint Training Program. Because the consistent provision of an effective response force starts with comprehensive, consistent, and collaborative training, the joint training program will initially focus on the following: (a) Creating opportunities for interagency and multi-company level training, providing both didactic and skill-based training that fulfills the intent of enhancing interoperability between the Participating Agencies. Training needs specific to individual Participating Agencies (e.g.job performance requirements constituting minimum proficiencies according to the National Fire Protection Association), certification administration, and credentialing will remain the province of the individual Participating Agency. (b) Participating Agencies will use the Eagle County Fire Chiefs Association ("ECFCA") as the forum for determining priorities and areas of emphasis for interagency and multi-company level training, with recommendations from the Joint Training Officers Association ("JTOA"); (c) A Training Coordinator will lead the JTOA in developing its recommendations to the ECFCA and implement the training priorities as agreed upon by the Participating Agencies; (d) To ensure unity of command, the Training Coordinator, and any staff in support of the Training Coordinator, will remain the exclusive employees of one (and the same) of the Participating Agencies. However, the Training Coordinator will implement training priorities and areas of emphasis as agreed to by the Participating Agencies. (e) Participating Agencies will memorialize from time to time, in an Addendum to this Agreement, the process for determining training priorities and associated training programs, and the means by which they will share associated costs, including the training coordinator and support staff, if any. 9. Specific Direction on Joint Purchasing. To the greatest extent possible, Participating Agencies will seek opportunities to purchase equipment and services collectively. Recognizing the differing needs of Participating Agencies, efforts to promote collective purchasing will not oblige another Participating Agency to purchase equipment concurrently; rather, the Participating Agencies will pursue potential cost-saving measures as group contracts, consolidation of shared services (e.g. equipment testing, repair 4 {00639812.DOCX/2 } 5 and maintenance), and equipment specification. The Participating Agencies will establish a task force, comprised of representatives from each Participating Agency, to vet potential opportunities for joint purchasing. 10. Specific Direction on Visioning. Though the Cooperative will initially focus on the first two initiatives of creating joint training and purchasing programs, the Participating Agencies may consider pursuing future, equally collaborative efforts. For as much as these initiatives promote the ethos of mutual, effective and efficient, so could such additional collaborative efforts as: (a) Special Operations; (b) Wildland; (c) Technical Rescue; (d) Prevention and Community Risk Reduction; (e) Fire Investigation; (f) A collaborative, regional approach to recruitment and retention programs could assist in promoting long-term stability by encouraging individuals desirous of living or working in the Eagle Valley to more clearly see a pathway toward a career in the Eagle Valley's fire service. Such efforts could include a joint explorer program and a regionalized training academy. A regional training academy could also include the agencies of Summit and Lake Counties, helping all of the Participating Agencies by pooling sufficient numbers of recruits into class sizes suitable for fire academy settings. 11. Workers' Compensation and Other Insurance Coverage. Each Participating Agency shall bear the cost of workers' compensation and other insurance coverage for employees of Participating Agencies participating in Cooperative activities. 12. Term and Termination. The term of this Agreement shall be through the end of the year in which it is entered, and this Agreement shall be automatically renewed for additional one (1) year terms in perpetuity; provided, however, that in the event a Participating Agency fails to make an annual appropriation of funds necessary for it to perform its obligations hereunder, the Participating Agency may terminate its participation in this Agreement upon prompt notice to each of the other Participating Agencies with such termination to be effective as of the last day of the then-current B (00639812.DOCX/2 1 6 year. Additionally, any Participating Agency may terminate its participation in this Agreement upon thirty (30) days written notice to the all of the other Parties for any reason or no reason. 13. Notices. Any formal notice, demand or request pursuant to this Agreement shall be in writing and shall be deemed properly served, given or made, if delivered in person or sent by certified mail postage prepaid to the Parties at the addresses listed by the signatures below or as otherwise modified pursuant to this Section. 14. Amendments. This Agreement may be amended only by written document signed by the Parties. 15. Severability. In the event that any of the terms, covenants or conditions of this Agreement or their application shall be held invalid as to any person, entity or circumstance by any court having competent jurisdiction, the remainder of this Agreement and the application in effect of its terms, covenants or conditions to such persons, entities or circumstances shall not be affected thereby. 16. Waiver. The waiver by any Party of any breach by any other Party of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or other term, covenant, or condition. 17. Entire Agreement. This Agreement embodies the complete agreement between the Parties regarding the subject matter herein and supersedes all prior agreements and understandings, if any. 18. Section Headings. The section headings in this Agreement are inserted for convenience and are not intended to indicate completely or accurately the contents of the sections they introduce and shall have no bearing on the construction of the sections they introduce. 19. No Third-Party Beneficiaries. The Parties to this Agreement do not intend to benefit any person not a party to this Agreement. No person or entity, other than the Parties to his Agreement, shall have any right, legal or equitable, to enforce any provision of this Agreement. 20. Duly Authorized Signatories. By execution of this Agreement, the undersigned each individually represent that he or she is duly authorized to execute and deliver this Agreement and that the subject Party shall be bound by the signatory's execution of this Agreement. {00639812.DOCX/2} 7 21. Counterparts, Electronic Signatures and Electronic Records. This Agreement may be executed in two counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. The Parties consent to the use of electronic signatures and agree that the transaction may be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-101, et seq., C.R.S. The Agreement and any other documents requiring a signature may be signed electronically by each Party. The Parties agree not to deny the legal effect or enforceability of the Agreement, solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature on the grounds that it is an electronic record or an electronic signature or that it is not in its original form or is not an original. EXECUTED as of the date first written above. GYPSUM FIRE PROTECTION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By , Chairman Address: Attest: , Secretary GREATER EAGLE FIRE PROTECTION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By , Chairman {00639812.DOCX/2 } 8 Address: Attest: , Secretary EAGLE RIVER FIRE PROTECTION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By , Chairman Address: Attest: , Secretary TOWN OF VAIL, a home rule town and political subdivision of the State of Colorado By , Mayor Address: Attest: , Town Clerk {00639812.DOCX/2) 9 INTERGOVERNMENTAL AGREEMENT CREATING THE EAGLE VALLEY FIRE COOPERATIVE BETWEEN GYPSUM FIRE PROTECTION DISTRICT AND GREATER EAGLE FIRE PROTECTION DISTRICT AND EAGLE RIVER FIRE PROTECTION DISTRICT AND TOWN OF VAIL This Intergovernmental Agreement Creating the Eagle Valley Fire Cooperative ("Agreement") is executed this day of , 2018, by GYPSUM FIRE PROTECTION DISTRICT, GREATER EAGLE FIRE PROTECTION DISTRICT, AND EAGLE RIVER FIRE PROTECTION DISTRICT, quasi-municipal corporations and political subdivisions of the State of Colorado ("Districts") and the TOWN OF VAIL, a home rule town under the Colorado Constitution and a political subdivision of the State of Colorado ("Town") (Districts and Town being singularly referred to as "Party" or"Participating Agency" and jointly referred to as "Parties" or "Participating Agencies"). RECITALS A. WHEREAS, the Districts are organized and operated pursuant to the provisions of Article 1, Title 32, C.R.S., to provide fire protection services within the jurisdictional boundaries of the Districts, which boundaries are located within Eagle County, Colorado; and B. WHEREAS, the Town is a home rule Town and political subdivision of the State of Colorado operating pursuant to Article XX of the Colorado Constitution and providing fire protection services within the jurisdictional boundaries of the Town within Eagle County, Colorado; and C. WHEREAS, the Parties see a present opportunity to create a collaborative, integrated system of fire protection that is dedicated to reducing community risk through dynamic community risk mitigation and the consistent delivery of an effective response force, built upon the efficient use of public resources; and D. WHEREAS, this opportunity derives from the intersection of several conditions, including an unprecedented level of interagency cooperation, and predictions of continued growth and development within the Eagle Valley; and (00639812.DOCX/2} E. WHEREAS, the Parties recognize the imperative of interagency interoperability to the safety, effectiveness and efficiency of the Eagle Valley's system of fire protection; and F. WHEREAS, the Parties desire to match emergency service to community risk, and recognize that no single agency possess the necessary resources to meet the ever-changing and often expanding needs for reducing community risk through prevention and response; and G. WHEREAS, the Parties recognize that the ability to provide an effective response force—the number of personnel, and number and type of resources, required to stop the progression of an emergency event—relies heavily on interagency integration; and H. WHEREAS, integration depends upon the degree to which the participating agencies interoperate, and the individual response systems of the participating agencies must work reliability together, regardless of incident type, and the same can be said of community risk reduction; and I. WHEREAS, under part 2 of article 1 of title 29, C.R.S., the Parties desire to establish an Agreement to provide for a collaborative, integrated system of fire protection within the Eagle Valley; and J. WHEREAS, establishment of the Agreement will serve a public purpose and will promote the health, safety, security and general welfare of the inhabitants and visitors of the Parties and the State of Colorado. NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: AGREEMENT 1. Creation of Eagle Valley Fire Cooperative ("Cooperative"). The Parties agree to form the Cooperative_as the strategy by which to: (a) Pursue the goals of collectively matching service to risk; (b) Ensuring mutual benefit; and (c) Enhancing interagency integration with respect to community risk reduction and emergency response. {00639812.DOCX/2) 2 2. Purpose of Cooperative. The purpose of the Cooperative is to collaboratively match service to risk within the boundaries of the Parties, as the Cooperative's participating agencies. 3. Ethos of Cooperative. The ethos of the Cooperative is: (a) Mutual; effective; efficient. (b) Mutual means that agency participation in the Cooperative should benefit taxpayers, firefighters and the fire service organization, itself. (c) Effective means that agency participation in the Cooperative should result in a measurable decrease in either the incidence or consequence of emergency events, or an improved ability to stop their progression. (d) Efficient means that agency participation in the Cooperative should result in an enhance ability to provide exceptional service commensurate with community risk through the responsible use of public resources. 4. Eagle Valley Fire Chiefs as Board of Cooperative. The Fire Chiefs of Gypsum Fire Protection District, Greater Eagle Fire Protection District, Eagle River Fire Protection District, and Vail Fire and Emergency Services shall be the Board of Directors of the Cooperative. The Board shall have responsibility for managing and directing the Co-Op including: (a) Establishing goals and objectives; (b) Determining priorities for joint training, making recommendations to the Parties on the funding of a joint training program by the Parties, and approving an annual joint training plan by November 30 of each year; (c) Coordinating joint purchasing; (d) Creating, managing, and hiring staff to support other joint functions, including,joint wildland, technical rescue, and other special operations programs, and approving annual operational plans for such special operations, if created. 5. Operating Principles of Cooperative. The Cooperative shall have the following operating principles: {00639812.DOCX/2 } 3 (a) Participating Agencies will rely on this Agreement and other intergovernmental agreements entered into by the Parties under this Agreement to define and govern matters requiring joint decision- making, including procedures for ensuring joint decision-making, levels of decision-making authority, and processes for reporting to respective governing bodies (e.g. fire boards, town councils), or their designees; and any other subjects deemed necessary by the governing bodies of the Participating Agencies; (b) Mutuality will take precedence over the pursuit of effectiveness and efficiency. While an initiative of the Cooperative may not directly, simultaneously, or immediately benefit all Participating Agencies or their taxpayers and firefighters, no initiative should constitute an immediate or foreseeable detriment to a Participating Agency, its taxpayers or firefighters; and (c) Effectiveness will take precedence over the pursuit of efficiency. Effectiveness measures the distance between actual and desired outcomes, while efficiency describes the amount and variety of effort required to achieve an outcome. In order to avoid the creation of an efficiently ineffective cooperative, the Cooperative will consistently ask of its Participating Agencies how they might collectively meet desired outcomes at less cost or through decreased effort. 6. Creation of Cost-Sharing Agreements. The Parties recognize that initiatives of the Cooperative will require creation of cost-sharing agreements among the Parties. The Participating Agencies acknowledge that no Participating Agency can commit the financial resources of another without approval by the affected Participating Agency's governing body. Recognizing the variety in the types of contribution to inter-operability that each Participating Agency might provide, cost sharing agreements may include monetary exchange, or an exchange of equivalent value, provided all such cost-sharing arrangements receive prior approval by the affected governing bodies. All cost-sharing agreements, regardless of nature, will become memorialized in an intergovernmental agreement. 7. Single Custodian of Records of Cooperative. To ensure each Participating Agency has unhindered access to authoritative information, the Participating Agencies will agree on a single custodian of records to maintain documents related to the development and function of the Cooperative. {00639812.DOCX/2} 4 8. Specific Direction on Joint Training Program. Because the consistent provision of an effective response force starts with comprehensive, consistent, and collaborative training, the joint training program will initially focus on the following: (a) Creating opportunities for interagency and multi-company level training, providing both didactic and skill-based training that fulfills the intent of enhancing interoperability between the Participating Agencies. Training needs specific to individual Participating Agencies (e.g.job performance requirements constituting minimum proficiencies according to the National Fire Protection Association), certification administration, and credentialing will remain the province of the individual Participating Agency. (b) Participating Agencies will use the Eagle County Fire Chiefs Association ("ECFCA") as the forum for determining priorities and areas of emphasis for interagency and multi-company level training, with recommendations from the Joint Training Officers Association ("JTOA"); (c) A Training Coordinator will lead the JTOA in developing its recommendations to the ECFCA and implement the training priorities as agreed upon by the Participating Agencies; (d) To ensure unity of command, the Training Coordinator, and any staff in support of the Training Coordinator, will remain the exclusive employees of one (and the same) of the Participating Agencies. However, the Training Coordinator will implement training priorities and areas of emphasis as agreed to by the Participating Agencies. (e) Participating Agencies will memorialize from time to time, in an Addendum to this Agreement, the process for determining training priorities and associated training programs, and the means by which they will share associated costs, including the training coordinator and support staff, if any. 9. Specific Direction on Joint Purchasing. To the greatest extent possible, Participating Agencies will seek opportunities to purchase equipment and services collectively. Recognizing the differing needs of Participating Agencies, efforts to promote collective purchasing will not oblige another Participating Agency to purchase equipment concurrently; rather, the Participating Agencies will pursue potential cost-saving measures as group contracts, consolidation of shared services (e.g. equipment testing, repair {00639812.DOCX/2} 5 and maintenance), and equipment specification. The Participating Agencies will establish a task force, comprised of representatives from each Participating Agency, to vet potential opportunities for joint purchasing. 10. Specific Direction on Visioning. Though the Cooperative will initially focus on the first two initiatives of creating joint training and purchasing programs, the Participating Agencies may consider pursuing future, equally collaborative efforts. For as much as these initiatives promote the ethos of mutual, effective and efficient, so could such additional collaborative efforts as: (a) Special Operations; (b) Wildland; (c) Technical Rescue; (d) Prevention and Community Risk Reduction; (e) Fire Investigation; (f) A collaborative, regional approach to recruitment and retention programs could assist in promoting long-term stability by encouraging individuals desirous of living or working in the Eagle Valley to more clearly see a pathway toward a career in the Eagle Valley's fire service. Such efforts could include a joint explorer program and a regionalized training academy. A regional training academy could also include the agencies of Summit and Lake Counties, helping all of the Participating Agencies by pooling sufficient numbers of recruits into class sizes suitable for fire academy settings. 11. Workers' Compensation and Other Insurance Coverage. Each Participating Agency shall bear the cost of workers' compensation and other insurance coverage for employees of Participating Agencies participating in Cooperative activities. 12. Term and Termination. The term of this Agreement shall be through the end of the year in which it is entered, and this Agreement shall be automatically renewed for additional one (1) year terms in perpetuity; provided, however, that in the event a Participating Agency fails to make an annual appropriation of funds necessary for it to perform its obligations hereunder, the Participating Agency may terminate its participation in this Agreement upon prompt notice to each of the other Participating Agencies with such termination to be effective as of the last day of the then-current B {00639812.DOCX/2} 6 year. Additionally, any Participating Agency may terminate its participation in this Agreement upon thirty (30) days written notice to the all of the other Parties for any reason or no reason. 13. Notices. Any formal notice, demand or request pursuant to this Agreement shall be in writing and shall be deemed properly served, given or made, if delivered in person or sent by certified mail postage prepaid to the Parties at the addresses listed by the signatures below or as otherwise modified pursuant to this Section. 14. Amendments. This Agreement may be amended only by written document signed by the Parties. 15. Severability. In the event that any of the terms, covenants or conditions of this Agreement or their application shall be held invalid as to any person, entity or circumstance by any court having competent jurisdiction, the remainder of this Agreement and the application in effect of its terms, covenants or conditions to such persons, entities or circumstances shall not be affected thereby. 16. Waiver. The waiver by any Party of any breach by any other Party of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or other term, covenant, or condition. 17. Entire Agreement. This Agreement embodies the complete agreement between the Parties regarding the subject matter herein and supersedes all prior agreements and understandings, if any. 18. Section Headings. The section headings in this Agreement are inserted for convenience and are not intended to indicate completely or accurately the contents of the sections they introduce and shall have no bearing on the construction of the sections they introduce. 19. No Third-Party Beneficiaries. The Parties to this Agreement do not intend to benefit any person not a party to this Agreement. No person or entity, other than the Parties to his Agreement, shall have any right, legal or equitable, to enforce any provision of this Agreement. 20. Duly Authorized Signatories. By execution of this Agreement, the undersigned each individually represent that he or she is duly authorized to execute and deliver this Agreement and that the subject Party shall be bound by the signatory's execution of this Agreement. {00639812.DOCX/2} 7 21. Counterparts, Electronic Signatures and Electronic Records. This Agreement may be executed in two counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. The Parties consent to the use of electronic signatures and agree that the transaction may be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-101, et seq., C.R.S. The Agreement and any other documents requiring a signature may be signed electronically by each Party. The Parties agree not to deny the legal effect or enforceability of the Agreement, solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature on the grounds that it is an electronic record or an electronic signature or that it is not in its original form or is not an original. EXECUTED as of the date first written above. GYPSUM FIRE PROTECTION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By , Chairman Address: Attest: , Secretary GREATER EAGLE FIRE PROTECTION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By , Chairman {00639812.DOCX/2} 8 Address: Attest: , Secretary EAGLE RIVER FIRE PROTECTION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado By , Chairman Address: Attest: , Secretary TOWN OF VAIL, a home rule town and political subdivision of the State of Colorado By , Mayor Address: Attest: , Town Clerk {00639812.DOCX/2} 9