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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. ATTEST TO ► . OF AIL — -. i A dielaj a•e , • n C - k - Chapin, Mayor ` Ntppit kt 449 ktp, N 1.re 1).-- ,1 0 ft",j,,"F % '''.4 Resolution No.7,Series of 2019 0 �� R�'0 R ATEA 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