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HomeMy WebLinkAbout2012-09 IGA with ERWSD for Relocation of Water Main in Bald Mountain and for Deposit of Traction Sand Removed from Vail PassRESOLUTION NO. 9 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 County, Colorado, on such terms and conditions as the ERWSD may decide; WHEREAS, the Town and the District wish to enter into an intergovernmental agreement (the "IGA ") to cooperate in the relocation of an ERWSD water main in the Bald Mountain neighborhood, to allow for deposit of traction sand removed from Vail Pass; and WHEREAS, the Council's approval of Resolution No. 9, 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 7 day of February, 2012. Z� Andrew P. Daly Town Mayor Donaldson, SEAL Resolution No. 9, Series of 2012 EXHIBIT A INTERGOVERNMENTAL AGREEMENT FOR THE BALD MOUNTAIN WATER LINE RELOCATION THIS AGREEMENT is made and entered into this day of 2012, by the TOWN OF VAIL, a political subdivision of the State of Colorado (the 'Town), and the EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi - municipal corporation and political subdivision of the State of Colorado, (the "District'). Collectively these entities are also referred to as the "Parties ". RECITALS WEEREAS, the Town of Vail is a Colorado municipality organized and operated pursuant to its home rule charter and Colorado law; WHEREAS, Eagle River Water and Sanitation District is a water and sewer District organized and existing under the Colorado Special District Act; WIIEREAS, 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; WIIEREAS, Section 18(2xa) and (b), Article XIV ofthe 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; WIIEREAS, 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; WIIEREAS, it is recognized by the Parties, that the public health, safety and welfare of their inhabitants is best served by providing high quality water, sewer and storm drainage services; WHEREAS, the Town wishes relocate a District water main in the Bald Mountain Neighborhood, to allow for deposit of traction sand removed from Vail Pass; WIIEREAS, the District has agreed to contribute up to $10,000.00 (Ten Thousand Dollars) towards the relocation of the water main; Resolution No. 9, Series of 2012 WHEREAS, each of the Parties hereto desires to work together to authorize and accomplish the construction ofthe Project; and WIMREAS, 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, TIEREFORE, 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 ofany additional agreements, easements, and rights -of - -way necessary to implement the purposes of this Agreement 2. Release from Liability. The Parties are affecting this undertaking to achieve mutual benefit; and, accordingly, hold each other harmless pursuant to Section 15 from all but gross negligence in executing the terms of this Agreement and completing the Project. The Parties agree to utilize their best efforts in performing all terms of this Agreement. 3 . 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 hereofwhich 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. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. 5. Venue. Venue for the trial of any action arising out of any dispute hereunder shall be in the Eagle County court, State of Colorado, pursuant to the appropriate rules of civil procedures. 6. 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. 7. Binding Agreement upon Successors and Assigns. This Agreement shall run with the land, 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. Resolution No. 9, Series of 2012 8. 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 ways the powers and responsibilities of the Town, the District, or any other entity not a party hereto. 9. 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: Stan Zemler, Town Manager Town of Vail 75 South Frontage Road Vail, Colorado 81657 With a Copy to: Matt Mire, Town Attomey 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. 10. 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. 11. Waiver. The waiver of any breach of any of the provisions of this Agreement, by any Resolution No. 9, Series of 2012 . 1 party, shall not constitute a continuing waiver of any subsequent breach by that party, either ofthe same, or of another provision of this Agreement. 12. 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. 13. 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. 14. Separate Entity Status. In no event shall either party, its employees or its representatives, be considered or authorized to act as employees or agents ofthe other party. 15. Indemnification. Each party, to the extent permitted by law and subject to all ofthe 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 ofthe officers, employees or agents of the indemnifying party and rising out ofthe performance of services under this Agreement. 16. Force Ma eure. 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 ofthe 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. 17. Entire Agreement ofthe 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. [Remainder of page intentionally left blank] Resolution No. 9, Series of 2012 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 Linn Brooks ATTEST: TOWN OF VAIL Stan Zemler, Town Manager ATTEST: Lorelei Donaldson, Town Clerk APPROVED AS TO FORM Matt Mire, Town Attorney Resolution No. 9, Series 2012