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HomeMy WebLinkAboutC03-351 Eagle River Water and Sanitation District ~ 0,3 -3 S l - I () INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE RIVER WATER & SANITATION DISTRICT AND EAGLE COUNTY FOR I-70N AIL PASS CONTROL PROJECT THIS INTERGOVERMENTAL AGREEMENT ("hereinafter referred to as the "Agreement") is made and entered into thisli8 day of~lf"e,..,~.,.....2003, by County of Eagle, a political subdivision of the State of Colorado (hereinafter referred to as the "County"), and Eagle River Water & Sanitation District, a quasi-municipal Corporation and political subdivision of the State of Colorado (hereinafter referred to as the "District"). Collectively these entities are also referred to as the "Parties." RECITALS: WHEREAS, the District is a water and sanitation district organized and existing pursuant to Article I of Title 32 C.RS., and commonly known as the "Special District Act"; and WHEREAS, the District is empowered to provide water and wastewater services 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(2)(a) and (b), Article XN of the Colorado Constitution, Section 29-1-203, C.RS., and Section 32-1-1001, C.RS., 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 ofthe 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 wastewater services; and WHEREAS, the County, the District, the Town of Vail (hereinafter referred to as the "Town") and Colorado Department of Transportation (hereinafter referred to as "CDOT") are interested in contributing funds (hereinafter referred to as "matching funds") in combination with the proceeds of funding provided by the EP A and the Colorado Water Quality Control Commissioner (hereinafter referred to as "Section 319 Grant") from the Colorado Nonpoint Source Program also commonly known as "319 Funding" (referring to Section 319 of the Clean Water Act) for construction of sediment control projects on Vail Pass known as the Interstate 70Nail Pass Sediment Control Project (hereinafter referred to as the "Project"), the proposed construction of which is described on Exhibit "A" attached hereto and incorporated herein by reference; and WHEREAS, the District is currently providing contract administration for the Project through an Intergovernmental Agreement and Letter Agreement with CDOT and a construction contract with a contractor selected by CDOT; and WHEREAS, the Parties understand that this cooperative funding and construction effort will avoid unnecessary delays and approvals needed to complete the Project in the most efficient manner possible. Furthermore, this Agreement will avoid the necessity of having multiple parties and multiple construction efforts ifthey were not coordinated and jointly approved; and WHEREAS, the County, District, Town, and CDOT have determined it to be in the best interests of their respective taxpayers, residents, property owners, and constituents to enter into this Agreement; and WHEREAS, the Parties agree to cooperate in the funding efforts and to cooperate and facilitate the combined efforts including, but not limited to the execution of any additional easements or rights-of-way, provided the Parties agree to the following terms and conditions as outlined below. NOW, THEREFORE, in consideration ofthe covenants and mutual agreements contained herein, and for other good and valuable consideration, the Parties hereto agree as follows: 1. The Proiect. The Project generally consists of construction of up to twelve (12) sediment retention basins, associated drainage improvements, and re-vegetation of various locations identified in CDOT's Sediment Control Action Plan. The Project will be located generally between Mile Posts 188.2 and 185.5 adjacent to both east and westbound lanes from Vail Pass down toward the Town at a cost not to exceed $395,000.00. 2. Timing. The Project is anticipated to begin July 31,2003 and all work is estimated to be completed by the end of October, 2004. 3. Matching Funds. The County, the District, the Town, and CDOT have committed to contribute matching funds in combination with the proceeds of the Section 319 grant as listed below: a. EPA Section 319 funds (2003): $150,000 (38.0%) b. Town of Vail: $100,000 (25.3%) c. Eagle County (installments): $100,000 (25.3%) d. CDOT: $ 25,000 (6.3%) e. ERWSD $ 20.000 (5.1 %) Total funds available: $395,000 (100%) 2 4. Cost Sharing. It is understood and agreed by the parties that the costs of the Project shall be allocated as follows: EPA Section 319 funds (2003) 38%; Town of Vail 25.3%; Eagle County 25.3%; CDOT 6.3%; and Eagle River Water & Sanitation District 5.1 %. The maximum projected cost for the Project is $395,000.00. Based upon the total maximum proj ected costs, each party's total maximum financial commitment shall be as follows: EPA Section 319 Funds (2003) contributes $150,000; Town of Vail $100,000; Eagle County $100,000; CDOT $25,000; and the Eagle River Water & Sanitation District shall contribute $20,000. The Parties agree that the maximum obligation of the EPA, the Town, the County and CDOT are the amounts set forth above and that such parties shall not be deemed to owe their percentage for an amount greater than the anticipated total project cost of $395,000, unless an alternative agreement is entered into in writing by the Parties. In the event the total costs are less than $395,000, each party's share shall be reduced on the percentage allocation set forth above. 5. Payment of Funds. It is understood and agreed by the parties that cost of the project in combination with the proceeds ofthe Section 319 Grant will be allocated by the County, the District, the Town and CDOT. The County shall appropriate upon approval by the Board of County Commissioners $100,000 for the Project. The County's maximum obligation to the project will be $100,000. 5.1. In order to allow for construction ofthe Project to occur in 2003, the Parties agree that the County shall appropriate, upon approval by the Board of County Commissioners, $100,000 for the Project to be funded in November 2003. The County's maximum obligation for the Project is $100,000 with the understanding that the EP A, the Town, CDOT and the District shall appropriate and deliver to the District with notice to the County, their agreed upon contributions as set forth herein. 6. Indemnification. Except for those costs and expenses specifically agreed upon between the Parties, each Party indemnifies the others from any costs of any repairs, expenses, or costs which may be incurred as a result of the construction and implementation ofthe Project referenced herein except that neither the County, its agents, Board of County Commissioners, employees and representatives will be liable under this Agreement for any claim, loss, damage, cost, or expense arising out of any negligent act by the District during the performance of this Agreement. Furthermore, the parties agree that nothing contained herein waives or is intended to waive any protections that may be applicable to the District or the County under the Governmental Immunity Act, Section 24-10-101 et.seq., C.RS., of any rights, protections, immunities, defenses or limitations on liability provided by law and subject to any applicable provisions of the Colorado Constitution and applicable laws. 7. Enforcement. The Parties agree that this Agreement may be enforced in law or in equity for specific performance, injunctive relief, or other appropriate remedies, 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 3 hereof which results in any revocable 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. 8. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. 9. Colorado. Venue. Venue for any District Court action shall be in Eagle County, 10. 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. 11. 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: Eagle River Water and Sanitation District c/o Dennis Gelvin, 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 Eagle County Engineer c/o Helen Migchelbrink 500 North Broadway Post Office Box 850 Eagle, Colorado 81631 Either party may change the address at which it receives written notice, by notifying the other party in writing in the manner provided herein. 12. 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, and shall be appurtenant to and deemed to run with and for the benefit ofthe District until the Project is complete. 4 13. 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 County, 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 County, the District, or any other entity not a party hereto. 14. 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. 15. Waiver. The waiver of any breach of any of the provisions ofthis 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 ofthis Agreement. 16. Amendment. This Agreement may be amended from time to time by a written agreement duly authorized and executed by the all the Parties to this Agreement. 17. 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. 18. Separate Authority 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. 19. Force Maiure. 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 ofthat 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, explosions 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. 20. Entire Agreement ofthe Parties. This Agreement represents the full and complete understanding of the Parties, and supersedes any prior agreements, discussions, negotiations, representations or understandings ofthe Parties with respect to the subject matter contained herein. 5 .. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first written above. EAGLE COUNTY, STATE OF COLORADO BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONE S EAGLERNER WATER & SANITATION DISTRICT B~~ Dennis Gelvin, General Manager STATEOFCOLORADO ) )ss: COUNTY OF EAGLE ) "")j The foregoing instrument was acknowledged before me this ~ day of ~2003, by Dennis Gelvin as General Manager of the Eagle River Water & Sanitation District. Witness my hand and official seal. l~ 6