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HomeMy WebLinkAboutC21-378 IGA EWRSDDocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB INTERGOVERNMENTAL AGREEMENT FOR MINTURN INTERCEPTOR AERIAL CROSSING THIS AGREEMENT is made and entered into this day of 2021, by EAGLE RIVER WATER AND SANITATION DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado, ("District"), Town of Minturn, a Colorado home rule municipality ("Minturn"), and EAGLE COUNTY, a body corporate and politic of the State of Colorado ("County"). 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 Minturn is a Colorado municipality organized and operated pursuant to its home rule charter and Colorado law; and WHEREAS, Eagle County is a Colorado county created, organized, and operated pursuant to 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, sewer, and storm drainage services and transportation and trail facilities; and DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB WHEREAS, the District wishes to increase the capacity and enhance operation of its water and sewer mains through construction and completion of the Minturn Interceptor Aerial Crossing ("Water and Sewer Main Project" or "District Project"); and WHEREAS, Minturn wishes to share and pay a portion of bridge construction costs for purposes of improved transportation infrastructure; and WHEREAS, County wishes to share in the payment of certain bridge construction costs, costs of east side trail extension, handrails and wingwalls, and bridge gap cover plates; and WHEREAS, the Parties wish to share construction costs and set forth responsibilities for future maintenance and operation of the bridge which accommodates an interceptor aerial crossing structure to achieve cost sharing and cost savings benefits, minimize disruption to the public, and allow the installation of necessary infrastructure. The Parties desire for the District's Water and Sewer Main Project and Minturn's and County's transportation infrastructure to be constructed, administered, 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 sharing the costs of the planning, design, construction, inspection, 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. Construction Cost -Sharing. The District, Minturn, and County agree to pay the following respective costs: (a) District financed the construction of the bridge with approximately $1,500,000 from its capital budget; 2 DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB (b) County agrees to reimburse District for certain construction costs totaling $91,606.50 as follows: (i) $50,000 for a portion of the bridge construction costs; (ii) $16,508 for east side trail extension; (iii) $10,570 for additional handrail (fabricate, install, paint) on west side wingwall; (iv) $10,978 for additional handrail (fabricate, install, paint) on east side wingwall; (v) $586.50 for one bridge gap cover plate; and (vi) $2,964 for handrail structural engineering design. (c) Minturn agrees to reimburse District as follows: (i) $50,000 for a portion of the bridge construction costs. 3. Operations and Maintenance Responsibilities. (a) District. District is responsible for: (i) Operations, maintenance, repair, modification, replacement of the sanitary sewer piping, adjacent manholes, pipe supports, insulation, and all appurtenances related to the sanitary sewer piping; ii Communication and coordination with Minturn and County for routine pipeline maintenance activities; and iii Ownership of the bridge structure and routine structural inspections at a frequency to be determined. District will coordinate inspections with County and Minturn. (b) County. County is responsible for: (i) Routine maintenance of the bridge, including but not limited to: cleaning, sweeping, snow removal, wood decking inspection and replacement, signage, handrail/guardrail repair, maintenance, and replacements as needed to keep the trail surface in good condition. (c) Minturn. Minturn is responsible for: 3 DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB (i) Coordination and participation in inspections and routine maintenance from the above entities as needed. 4. Cost Sharing. The District agrees to pay all costs to the contractor for the Project. The District will invoice Minturn and County for Minturn's and the County's portion of the work based on work accomplished per the Contractor's invoices and the value of the work listed. Minturn and County will reimburse the District for the invoiced work within 30 days. Minturn and County represent that they have appropriated sufficient funds to pay in full their obligations hereunder and have adequate present cash reserves pledged irrevocably and held for payments in this and, if necessary, in any future years. 5. Change Orders. Any change orders that arise during construction related to the District portion of the Project will be negotiated between the District and the Contractor. Any change orders that arise during construction relating to Minturn's or County's portions of the Project will be reviewed by District, Minturn, and County construction managers prior to approval. Change order work will be completed by the contractor at contracted unit costs, lump sum costs agreed to in advance, or on a cost-plus basis. Minturn and County construction managers will review plans and approve change orders in a timely manner. Neither the District nor its contractor will commence any work outside of the contracted items for which it expects reimbursement from the Minturn and/or County without the prior approval of Minturn's and County's Construction Manager. 6. Project Meetings. The District will make a good faith effort to invite a representative of Minturn and County to meetings concerning the Project, and otherwise provide open communications throughout the Project. 7. Warranties. For any work that Minturn or County determine does not conform to the Project or Minturn ordinances or County specifications, or needs to be completed under warranty conditions, Minturn and County shall notify the District and the District will notify the contractor under the terms of the District's agreement with the contractor. 8. Release from Liability. The Parties are effecting this undertaking to achieve mutual benefit; and, accordingly, hold each other harmless 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. 9. 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. a] DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB 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. 10. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. 11. Venue. Venue for the trial of any action arising out of any dispute hereunder shall be in a court of competent jurisdiction in Eagle County, State of Colorado. 12. 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. 13. 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. 14. 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 District, Minturn, and 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 ways the powers and responsibilities of District, Minturn, or County, or any other entity not a party hereto. 15. 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: Michelle Metteer, Town Manager Town of Minturn 301 Boulder Street, #309 Minturn, Colorado 81645 With a Copy to: Michael Sawyer, Town Attorney 5 DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB Eagle River Water and Sanitation District Linn Brooks, General Manager 846 Forest Road Vail, Colorado 81657 With a Copy to: Kathryn Winn Collins Cockrel & Cole 390 Union Boulevard, Suite 400 Denver, Colorado 80228-1556 Eagle County Jeff Shroll, County Manager P.O. Box 850 500 Broadway Eagle, Colorado 81631 With a Copy to: Bryan R. Treu, County Attorney P.O. Box 850 500 Broadway Eagle, Colorado 81631 Any Party may change the address at which it receives written notice, by notifying the other Party in writing in the manner provided herein. 16. Severability. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to any Party or as to all 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. M DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB 17. 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. 18. 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. 19. 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. 20. Separate Entity Status. In no event shall any Party, its employees or its representatives, be considered or authorized to act as employees or agents of the other party. 21. Indemnification. Each parry, 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 Parry, its officers, directors, employees, and agents from and against any claims including attorneys' fees, arising out of the negligence of the officers, directors, employees, or agents of the indemnifying parry and rising out of the performance of this Agreement. 22. 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. 23. 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. 7 DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB 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 Bill Simmons, Chair Attest: George Gregory, Secretary TOWN OF MINTURN 0 Attest: Jay Brunvand, Town Clerk John Widerman IV, Mayor DocuSign Envelope ID: 05DF6F8C-0909-4194-87E6-B199277B8FAB COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: DocuSigned by: Matt Sche , $ fta4r18E0473... Attest: DocuSigned by: Regina O' D0erk41co the Board of County Commissioners