HomeMy WebLinkAbout2012-16 IGA with ERWSD for Matterhorn Circle Bridge ConstructionRESOLUTION NO. 16
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 "Charte�");
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 has to demolish and reconstruct the Matterhom Circle
Bridge and the ERWSD has infrastructure on the bridge;
WHEREAS, the Town and ERWSD desire to work together to authorize and
accomplish the construction of the bridge; and
WHEREAS, the Council's approval of Resolution No. 16, 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 3ro day of April, 2012.
Andrew P. Daly, T Ma
ATT T:
.
re i Donaldson, Town Clerk �
Resolution No.t6,Series2012
4/3/2012
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EXHIBIT A
Resolution No.16,Series2012
4/3/2012
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INTERGOVERNMENTAL AGREEMENT
FOR
MATTERHORN CIRCLE BRIDGE REPLACEMENT
THIS AGREEMENT is made and entered into this day of
2012, by the TOWN OF VAIL, a political subdivision of the State of Colorado
(`°Town") and EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi-
municipal corporarion 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(2xa) 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 abiliry of the
Pazties 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 secwe 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, sewer and
storm drainage services; and
WHEREAS, the Town has to demolish and reconstruq�the Matterhorn Circle
Bridge ("Bridge"); and
WHEREAS, the District has infrastructure on the existing structure; and
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WHEREAS, the District owns the parcel adjacent to the structure, Vail Village
West Filing 2 Lot 5("DistricYs Parcel"); 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 deternuned it to be in the best interests
of their respecrive 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
consideradon, the Parties hereto agree as follows:
1. Temnorary Conswction Easement. The District grants the Town a
temporary construction easement on the District's Parcel to reconstrucdon
the Bridge and Districts infrastructure in accordance with the Contract
Documents and plans for the Matterhorn Bridge Replacement Project,
Project No. BROM306-005 (18033).
2. Costs. The design and construction costs for replacement of the Bridge and
Districts infrastructure, and restoration of the District's Parcel will be paid
by the Town.
3. C000eration. The Parties agree to cooperate in the planning, design,
construction, inspection necessary to implement the purposes of this
Agreement.
4. Wamanties. For any work that the District determines dces not conform to
the Project or District specificarions, or needs to be completed under
warranty conditions (where the applicable wananty 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.
5. Release from Liabilitv. The Parties are affecting this undertaking to
achieve mutual benefit; and, accordingly, hold each other harmless pursuant
to Section 18 from all but gross negligence in executing the tenns of this
Agreement and completing the Project. The Parties agree to utilize their
best efforts in performing all terms of this Agreement.
6. Enforcement. The Parties agree that Uvs 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
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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 temunation of any obligadons
created by this Agreement unless such termination is declazed by the Party
not in breach hereof.
7. Govemin Law. This Agreement shall be govemed 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.
] 0. Bindin�A�reement upon Successors and Assi r�s. 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.
l 1. Interested Persons. Nothing herein expressed or implied is intended or
should be construed to confer or give to any person or corporation or
governmental endty 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 ways 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:
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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 S 1657
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. 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.
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.
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I5. Amendment. This Agreement may be amended, modified, changed, or
terminated in whole or in part only by written ageement duly authorized
and executed by the Parties hereto.
16. Duplicate Ori ��nals. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together, shall consritute
one and the same agreement.
17. S�e arate 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.
18. Indemnification. Each party, to the extent pernritted 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 harniless,
the other party, its officers, directors, employees and agents from and
against any claims including attomeys 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 Ageement.
19. Force Maieure. 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 temunate this Agreement and shall not affect
this Agreement except as provided in this Section.
20. Entire Aereement of the Parties. This Agreement represents the full and
complete understanding of Parties, and supersedes any prior agreements,
discussions, negotiarions, representadons 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 yeaz first above written.
Attest:
C.�st«�. Issr�
P�vu,x�s�eiza,�, u1,�h�.�
Attest:
Lorelei Donaldson, Town Clerk
APPROVED AS TO FORM
M Mire, Town Attorney
EAGLE RIVER WATER AND
SANITATION DISTRICT
BY: �
Li Broo r Manager
TOWN OF VAIL
By:
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Stan Zemler, Town Manager