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HomeMy WebLinkAbout2015-10 IGA with ERWSD for Covered Bridge ProjectRESOLUTION NO. 10 Series of 2015 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT (THE "IGA") WITH THE EAGLE RIVER WATER AND SANITATION DISTRICT (THE "DISTRICT") FOR THE COVERED BRIDGE 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 District is a water and sewer District organized and existing under the Colorado Special District Act; 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; WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado Constitution and C.R.S. §§ 29-1-203 and 32-1-1001, the Parties may enter into agreements with one another to provide intergovernmental services and facilities, when so authorized by their governing bodies; WHEREAS, the Covered Bridge is a pedestrian bridge crossing Gore Creek and providing access to the Vail Village located within the Town; WHEREAS, the Parties agree that numerous repairs to the Covered Bridge are necessary and construction is scheduled to begin on April 20, 2015 (the "Covered Bridge Project"); WHEREAS, the District agrees to make certain contributions to the cost of the Covered Bridge 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, 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 execute the IGA 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 21" day of April, 2014. A7 c. PattycK nny, wn Resolution No. 30, eries of 2015 Andrew P. Daly ayor to OF SEAL FYUTRTT A INTERGOVERNMENTAL AGREEMENT FOR THE COVERED BRIDGE PROJECT THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made and entered into this day of 2015 (the 'Effective Date"), by and between EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado, (the "District") and the TOWN OF VAIL, a Colorado home rule municipality Colorado (the "Town") (each a 'Party" and collectively, the 'Parties"). WHEREAS, the District is a water and sewer District organized and existing under the Colorado Special District Act; 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; WHEREAS, the Town is a Colorado municipality organized and operated pursuant to its home rule charter and Colorado law; WHEREAS, pursuant to § 18(2)(a) and (b), Article XIV of the Colorado Constitution and C.R.S. §§ 29-1-203 and 32-1-1001, the Parties may enter into agreements with one another to provide intergovernmental services and facilities, when so authorized by their governing bodies; WHEREAS, the Covered Bridge is a pedestrian bridge crossing Gore Creek and providing access to the Vail Village located within the Town; WHEREAS, the Parties agree that numerous repairs to the Covered Bridge are necessary and construction is scheduled to begin on April 20, 2015 (the "Covered Bridge Project"); WHEREAS, the District agrees to make certain contributions to the cost of the repairs to the Covered Bridge; 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, the sufficiency of which is hereby acknowledged, the Parties 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 without limitation the execution of any additional agreements, easements, and rights-of-way necessary to implement the purposes of this Agreement. 2. Construction. 1 4/16/15 IIVWS-STORAGEIDESKTOPS$ITNAGELIDESKTOPICOVERED BRIDGE /GA-A041515.DOC a. Scaffolding. The District agrees to pay 25% of the scaffolding cost for the Covered Bridge Project. The total cost of the scaffolding is estimated to be $13,775, which includes one month of equipment rental. Additional equipment rental incurs a pro -rated monthly fee of $875.00. b. Removal of Plywood and Insulation. The District agrees to remove or pay the entire cost for the removal of the existing plywood and insulation for the Covered Bridge Project. C. Bridge Decking. The District agrees to pay 50% of the cost to remove and re- install the bridge decking for the Covered Bridge Project. The Town agrees to have its staff perform the removal and re -installation of the bridge decking. The total cost of the removal and re -installation of the bridge decking is estimated to be $1,920. d. Sandblasting. The District agrees to pay the cost of the sandblasting on the surface of the girders affected by the existing spray -on insulation for the Covered Bridge Project. The total cost for the sandblasting is not to exceed $21,000. The District's portion of the cost for sandblasting will be determined by the actual hours spent on areas affected by the spray -on insulation. e. New Insulation. The District agrees to pay the cost of the new pipe insulation, as well as the primer and top coat on the insulation, for the Covered Bridge Project. The cost for the new insulation will be determined when the district provides the necessary detail. 3. Miscellaneous. a. Notices. All notices shall be transmitted in writing and shall be deemed to have been duly given when hand -delivered or sent by certified, U.S. mail, postage prepaid, with return receipt requested, addressed as follows (a Party may change the address at which it receives written notice, by notice as provided herein): Town: Stan Zemler, Town Manager 75 South Frontage Road Vail, CO 81657 Eagle River Water and Sanitation District: Linn Brooks, General Manager 846 Forest Road Vail, CO 81657 2 4/16/15 IIVWS-STORAGEIDESKTOPS$ITNAGELIDESKTOPICOVERED BRIDGE /GA-A041515.DOC With a copy to: James P. Collins, Esq. Collins Cockrel & Cole 390 Union Boulevard, Suite 400 Denver, CO 80228-1556 b. Severability. If any provision of this Agreement is determined to be void by a court of competent jurisdiction, such determination shall not affect any other provision hereof, and all of the other provisions shall remain in full force and effect. C. Integration. This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. d. Waiver. No provision of this Agreement may be waived to any extent unless and except to the extent the waiver is specifically set forth in a written instrument executed by the Party to be bound thereby. e. Modification. This Agreement may only be modified by subsequent written agreement of the Parties. f. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and venue for any legal action arising out of this Agreement shall be in Eagle County, Colorado. g. No Third Party Beneficiaries. No third party is intended to or shall be a beneficiary of this Agreement, nor shall any third party have any rights to enforce this Agreement in any respect. h. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Parties and nothing contained in this Agreement shall be construed as making the Parties joint venturers or partners. In no event shall either Party or its employees or its representatives be considered or authorized to act as employees or agents of the other Party. L Force Majeure. No Party shall be liable for a failure to perform as required by this Agreement to the extent such failure to perform is caused by a 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 that 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. L Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado Constitution, any financial obligation of either Party under this Agreement are specifically contingent upon annual appropriation of funds sufficient to perform such obligation. This Agreement shall never constitute a debt or obligation of either Party within any statutory or constitutional provision. 3 4/16/15 IIVWS-STORAGEIDESKTOPS$ITNAGELIDESKTOPICOVERED BRIDGE IGA-A041515.DOC j. Governmental Immunity. Nothing herein shall be construed as a waiver of any protections or immunities either Party and its officials, representatives, attorneys and employees may have under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. EAGLE RIVER WATER AND SANITATION DISTRICT Linn Brooks, General Manager ATTEST: Leslie Isom, Administration Manager TOWN OF VAIL Stan Zemler, Town Manager ATTEST: Patty McKenny, Town Clerk 4 4/16/15 IIVWS-STORAGEIDESKTOPS$ITNAGEL IDESKTOPICOVERED BRIDGE IGA-A041515.DOC