HomeMy WebLinkAbout2019-07 IGA with for the Red Sandstone Elementary Sanitary Sewer Main Extension RESOLUTION NO. 7
SERIES OF 2019
A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT
BETWEEN THE TOWN OF VAIL AND EAGLE RIVER WATER AND
SANITATION DISTRICT FOR THE RED SANDSTONE ELEMENTARY
SANITARY SEWER MAIN EXTENSION
WHEREAS, the Eagle River Water and Sanitation District(the"ERWSD")wishes to
extend and upgrade an existing sanitary sewer main along the east property line of
Subdivision: Vail Potato Patch Block: 2 Lot 8;
WHEREAS, the Town is currently constructing a new parking structure located at
Subdivision: Vail Potato Patch Block: 2 Lot 8;
WHEREAS, the Town and the ERWSD wish to enter into an agreement(the "IGA")
in order 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 Project and the Town's Project to be administered, constructed and installed, to
the extent provided for herein, as one project; and
WHEREAS, the Council's approval of this Resolution is required to enter into the
IGA.
NOW, THEREFORE, BE IT RESOLVED BY TOWN COUNCIL FOR THE TOWN
OF VAIL, STATE OF COLORADO:
Section 1. The 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.
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Resolution No.7,Series of 2019 0 ��
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EXHIBIT A
INTERGOVERNMENTAL AGREEMENT
FOR
RED SANDSTONE ELEMENTARY SANITARY SEWER MAIN EXTENSION
THIS AGREEMENT is made and entered into this day of
2019, 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 extend and upgrade an existing sanitary sewer
main along the east property line of Subdivision: VAIL POTATO PATCH Block: 2 Lot 8
("District Project"); and
{00194223.DOC/2)
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
By:
Linn Brooks, General Manager
Attest:
Leslie Isom, Administration Manager
TOWN OF VAIL
By:
Greg Clifton, Town Manager
Attest:
Tammy Nagel, Town Clerk
APPROVED AS TO FORM
Matt Mire, Town Attorney
{00194223.DOC/2) 8
ATTACHMENT A
(COST SHARING BREAKDOWN)
{00194223.DOC/2;
EXHIBIT A
Red Sandstone Elementary Sanitary Sewer Main Extension
Scope of Work
Work is to include grade rings for new manhole, modify exiting manhole, 32 LF 8"
sewer main, 2 sewer service connections, connect to existing 8" main and pothole
existing utilities
ITEM Unit Qty Unit Price Total
Sanitary Sewer LS 1 $ 42,297.90 $ 42,297.90
Survey LS 1 $ 500.00 $ 500.00
Erosion Control LS 1 $ 1,500.00 $ 1,500.00
Subtotal $ 44,297.90
GL Insurance $ 558.00
Builders Risk Insurance $ 124.00
Overhead and Profit $ 1,838.00
Performance and Payment Bond $ 411.00
TOTAL $ 47,228.90
INTERGOVERNMENTAL AGREEMENT
FOR
RED SANDSTONE ELEMENTARY SANITARY SEWER MAIN EXTENSION
THIS AGREEMENT is made and entered into this day of
2019, 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 extend and upgrade an existing sanitary sewer
main along the east property line of Subdivision: VAIL POTATO PATCH Block: 2 Lot 8
("District Project"); and
WHEREAS, the Town is currently constructing a new parking structure located at
Subdivision: VAIL POTATO PATCH Block: 2 Lot 8 ("Town Project"); and
{00194223.DOC/2}
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 Project and the Town's 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:
1. 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.
2. Project Management: 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,
suppliers and consultants, the District Construction Manager shall not have
authority to bind, or otherwise affect the obligations of, the Town.
3. 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.
4. Geotechnical Testing. The Town will pay for geotechnical testing costs
associated with its portion of the Project. The District will either reimburse
{00194223.DOC/2} 2
the Town for geotechnical testing associated with its portion of the Project,
or contract directly with a Geotechnical testing firm.
5. Cost Sharing. 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.
6. 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
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.
7. 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.
8. 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.
9. 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
{00194223.DOC/2} 3
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.
10. Easements. The Town will replat of Subdivision: VAIL POTATO
PATCH Block: 2 Lot 8 with all necessary utility easements.
11. Bill of Sale. The Town will provide the District with a Bill of Sale per the
District Standards and Specifications.
12. 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
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado.
14. 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.
15. 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.
16. 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.
17. 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.
{00194223.DOC/2} 4
18. 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:
G� G; ton
Starf Zcmler, 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.
19. 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.
{00194223.DOC/2} 5
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
{00194223.DOC/2} 6
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
By:
Linn Brooks, General Manager
Attest:
Leslie Isom, Administration Manager
TOWN OF VAIL
By:
Greg Clifton, Town Manager
Attest:
Tammy Nagel, Town Clerk
APPROVED AS TO FORM
Matt Mire, Town Attorney
{00194223.DOC/2} 7
ATTACHMENT A
(COST SHARING BREAKDOWN)
{00194223.DOC/21
WHEREAS, the Town is currently constructing a new parking structure located at
Subdivision: VAIL POTATO PATCH Block: 2 Lot 8 ("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 Project and the Town's 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:
1. 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.
2. Project Management: 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,
suppliers and consultants, the District Construction Manager shall not have
authority to bind, or otherwise affect the obligations of, the Town.
3. 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.
{00194223.DOC/2} 2
4. Geotechnical Testing. 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.
5. Cost Sharing. 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.
6. 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
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.
7. 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.
8. 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.
9. 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
{00194223.DOC/2} 3
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.
10. Easements. The Town will replat of Subdivision: VAIL POTATO
PATCH Block: 2 Lot 8 with all necessary utility easements.
11. Bill of Sale. The Town will provide the District with a Bill of Sale per the
District Standards and Specifications.
12. 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.
13. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Colorado.
14. 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.
15. 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.
16. 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.
17. 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
{00194223 DOC/2} 4
responsibilities of the Town, the District, or any other entity not a party
hereto.
18. 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:
C.� c cirn�
Stan Ze> lor, 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.
19. 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
{00194223.DOC/2} 5
Agreement shall be construed and enforced as if such invalid provisions
had never been inserted into this Agreement.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. Entire Agreement of the Parties. This Agreement represents the full and
complete understanding of Parties, and supersedes any prior agreements,
{00194223.DOC/2} 6
discussions, negotiations, representations or understandings of Parties with
respect to the subject matter contained herein.
{00194223.DOC/2) 7