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02-01-2014 Modular IT Letter Agreement w ERWSDHEART of (lie VAH,FY Avon... a smoke free community C O L O R A D O February 12, 2014 Ed Trainer Eagle River Water & Sanitation District 846 Forest Road Vail, CO 81657 Re: Town of Avon /ERWSD IT Equipment Agreement Dear Mr. Trainer, Post Office Box 975 One Lake Street Avon, Colorado 81620 970 -748 -4000 970 - 949 -9139 Fax Relay recognized www.avon.or-g The Town of Avon agrees to allow ERWSD to install the Adtran box for the MPLS communications connection to the Modular Office Building in the Electrical Room of the Avon Regional Transit Facility provided the following conditions are understood and met: • The Town of Avon will permit ERWSD to utilize (3) total copper pairs for communications from the Fleet Maintenance Building Server Room to the Avon Regional Transit Facility Electric Room. • (3) copper pairs utilized by ERWSD will be clearly marked at both terminations . • The Town of Avon will not be held liable for any interruption of service or connectivity. • ERWSD will provide a separate rack and labor to mount equipment in the Avon Regional Transportation Facility Electric room. The equipment will be isolated from TOA equipment and installation coordinated with TOA IT personnel. • UPS equipment required to support ERWSD communications will be supplied and installed by ERWSD. The Town of Avon will provide 110 V power at no charge. • Access to the Avon Regional Transit Facility Electric Room or Fleet Maintenance Building Server Room will be between the hours of 8:00 AM and 5:00 PM Monday thru Friday and must be coordinated with Town of Avon IT personnel. • ERWSD will pull fiber optic cable in Town of Avon owned conduit from the Avon Regional Transportation Electric Room to the Modular Office Building Server Room and assumes all associated cost. • ERWSD agrees to indemnify and release the Town of Avon from any liability caused by or arising from any interruption of service or other activity. is This letter agreement shall modify the existing IGA for lease office space between the Town of Avon and ERWSD dated October 22, 2013. Please sign and return a copy of this letter. Sincerely, Jim Horsley Engineer II Town of Avon The conditions of this Agreement are hereby acknowledged and accepted by: Digitally signed by Ed Trainer Ed TrainerDN:rn =EdiI=etriner@eWSD, ou =1T, email= etrainer @erwsd. arg, r - -US Date: 2014.02.1416:01:08 -07'00' Ed Trainer IT Manager Eagle River Water & Sanitation District Date: INTERGOVERNMENTAL AGREEMENT FOR LEASED OFFICE SPACE AT THE SWIFT GULCH MODULAR BUILDING THIS INTERGOVERNMENTAL AGREEMENT ( "IGA ") is entered into on October 28, 2013, between the Eagle River Water & Sanitation District ( "ERWSD ") of Eagle County, doing business as a Colorado Special District, located at 846 Forest Road, Vail, Colorado, and the Town of Avon ( "Avon "), a Colorado Home rule municipality, located at One Lake Street, Avon, Colorado (individually at "Party" and collectively, the "Parties "). This IGA sets forth the terms and conditions for ERWSD to lease administrative office space and associated parking spaces from Avon in the Swift Gulch Modular Building ( "Modular Building "), located at 500 Swift Gulch Road, Avon, Colorado. The Modular Building and parking spaces together constitute the Premises being leased ( "Premises "). RECITALS WHEREAS, ERWSD staff have toured the Modular Building for the purpose of leasing administrative space to be used by District field personnel and understand the site and facility capacities and conditions for that purpose; and WHEREAS, the Parties anticipate that ERWSD will lease a portion of the Modular Building for administrative office space, as contemplated herein, throughout the period of time it takes to construct a ERWSD permanent facility at another site; and WHEREAS, the Parties have evaluated the parking needs of ERWSD for its District -owned vehicles and vehicles owned by its employees and found that adequate parking spaces are available to meet ERWSD parking needs; and WHEREAS, ERWSD understands Avon shall continue to use the space for Town storage and/or personnel, and WHEREAS, ERWSD understands Avon my wish to lease any uncommitted space to other governmental jurisdiction and will, in consultation with ERWSD, ensure the nature of the work of any other jurisdiction is compatible with the administrative uses of ERWSD; and WHEREAS, this IGA is authorized pursuant to §29 -1 -201 and §30 -11 -101, Colorado Revised Statutes, as amended, and Article XIV, Section 18, of the Colorado Constitution. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Avon and ERWSD, the Parties do hereby agree as follows: 1. Term. The term ( "Term ") of this IGA shall be for one (1) year, commencing December 1, 2013 and ending November 30, 2014, unless earlier terminated as hereinafter provided. 2. Renewal Term. The Term of this IGA shall automatically renew on the same terms and conditions for up to five (5) additional one -year Terms, each Term commencing on AVON -ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 1 of 6 December 1 and ending on November 30 of the succeeding calendar year. ERWSD may elect to not renew this IGA by providing written notice to Avon no later than June 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance written notice). 3. Premises. 3.1 Modular Buildin_g. ERWSD shall lease 1,700 square feet of space within the Modular Building, as depicted on Exhibit A, for use as office and storage space for the Term of this IGA. ERWSD may reduce the square footage of space leased by giving written notice to Avon no later than June 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance written notice). The leased Premises of the building are located on the northern most portion of the Swift Gulch parcel, 500 Swift Gulch Road. In addition, ERWSD shall have access to and use of common areas, including and limited to: Men's and Women's restrooms, hallways, break room/kitchen/meeting room. ERWSD understands that Avon shall utilize other spaces in the Premises for its own use and that Avon will also use common areas. It is also understood by Parties that these other vacant office spaces may be leased by other governmental agencies, but only in consultation with ERWSD to ensure the nature of the work of any other jurisdiction is compatible with the administrative uses of ERWSD. 3.2 Parking. ERWSD owned vehicles and employee personal vehicles will use the upper parking lot on the northern side of the modular building. District vehicles may be kept at this location during the seven (7) day work week, but employee personal vehicles are allowed only during hours working for ERWSD. Avon will not provide engine heaters for ERWSD vehicles. 4. Parking at the site may be relocated as determined by the Avon Fleet Manager in order to manage and accommodate the various uses at the Swift Gulch site. 5. Lease Payment Amount 5.1 Rent in Year 1 shall be calculated at the amount of $15.00 per square foot times the 1,700 square feet to be leased, or an annual amount of $25,500.00. Rent shall be due and payable on the first day of each month in twelve (12) monthly installments of $2,125.00. 5.2 Rent may be adjusted each subsequent year based upon market rates for office space on the north side of I -70, as determined by Avon. Avon shall present any proposed change to ERSWD not later than May 1st of each year for a subsequent year adjustment. Parties shall work together in a reasonable manner to reach agreement on any lease rate change. 5.3 The utility charges, including water, sewer and natural gas, will be transferred into the name of ERWSD and paid by ERSWD, except for the electricity charges which will be paid by Avon and is included in the monthly Rent in Section 5.1 above. 6. ERWSD shall make lease payment to Avon within thirty (30) days after receiving an invoice. AVON -ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 2 of 6 7. Budgeting and Appropriation. ERWSD's obligations under this Agreement are subject to ERWSD's annual right to budget and appropriate the sums necessary to lease the spaces provided herein. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of ERWSD within the meaning of any constitutional or statutory debt limitation. Notwithstanding anything to the contrary contained in this IGA, ERWSD shall have no obligations under this IGA with respect to any period after the end of the fiscal year in which funds have been appropriated. 8. Variable Use Charges. The following commodities and services are also available on- site for purchase by ERWSD on a variable quantity or "per use" basis. ERWSD shall pay Avon for use or consumption of these commodities that are available within thirty (30) days after receiving an invoice. The unit price or mark -up rate listed herein for these variable use items sets the cost for 2013/2014. Avon reserves the right to adjust these prices in future years by providing six (6) months prior written notice to ERWSD, which adjustment shall constitute an amendment to this IGA. 8.1 Diesel and Gasoline Fuel — at cost plus $0.10 per gallon (requires a card key specific to each vehicle to access dispensers). 8.2 Vehicle Fluids/Wash — Avon operates an enterprise fund for the vehicle fluids and wash bay and reserves the right to annually adjust vehicle wash prices each year. The initial rates are as follows: Vehicles 35' or larger at $66 per wash and small vehicles at $29 per wash. Vehicle washing/fluids and interior cleaning are included in these rates. 8.3 Fleet Maintenance Service Discount — At the option of ERWSD, vehicles which are designated and stored at the Premises will receive a 7% per hour labor only discount. Fleet maintenance services include mechanical, electrical and body work. Avon's hourly rates for fleet maintenance services may be amended from time to time to reflect increases in labor costs. 8.4 Billing for Services - Payment is due in full within thirty (30) days of receipt of the invoice. 9. Payment Location. Lease Payment and Variable Use Charges shall be tendered at the Avon Town Hall, One Lake Street, Avon, CO 81620, or may be mailed to Town of Avon, P.O. 975, Avon, CO 81620, attention Director of Finance. 10. Limits on Use. No other services by Avon are included other than those explicitly listed herein. Other uses of the Premises are not permitted without Avon's written consent and will be considered a breach of this IGA. The following additional limitations on use apply: 10.1 ERWSD agrees that use of the Premises is "at your own risk ". 10.2 Office spaces shall be those designated by Avon in accordance with this IGA. 10.3 All vehicles parked on the Premises included under this IGA shall be maintained in full running order. Avon reserves the right to remove from the Premises, at ERWSD's cost, any vehicle that has not been restored to full running order by ERWSD or their assigns for a period of more than thirty (30) days. AVON -ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 3 of 6 10.4 ERWSD agrees to keep the leased portion of the Premises clean, sanitary, and in good condition and, upon termination of the IGA, vacate the Premises to Avon in a condition equivalent to the condition that existed when the ERWSD initiated site use, except for ordinary wear and tear. 10.5 ERWSD agrees to immediately notify Avon of any defects or dangerous conditions in and about the Premises of which ERWSD becomes aware. ERWSD agrees to reimburse Avon, upon demand by Avon, for the cost of repairing any damage to the Premises caused by acts or omissions of ERWSD. 11. Premises. Avon represents that its facilities are adequately equipped to offer the services described herein. 12. Termination. ERWSD or Avon may terminate this IGA without cause by providing at by providing written notice to Avon not later than June 1 preceding the commencement of the next renewal Term (i.e. six (6) months advance written notice). In the event of any material breach of this IGA by either Party, the other Party may terminate this IGA upon thirty (30) days written notice unless the breach is cured within the thirty (30) day period. 13. Indemnification. To the fullest extent permitted by law, the ERWSD agrees to indemnify and hold harmless the Town of Avon, and its officers and its employees, from and against all liability, claims, and demands, on account of any injury, loss, or damage, which arise out of or are connected with the _leasing of offices and parking spaces, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the ERWSD, or any officer, employee, or agent of the ERWSD, or any other person for whom the ERWSD is responsible. The ERWSD shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, and demands, and to bear all other costs and expenses related thereto, including court costs and attorneys' fees. ERWSD indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by the act, omission, or other fault of the Town of Avon. 14. Insurance Requirements. At all times during the term of this Agreement, ERWSD shall carry and maintain in full force, at ERWSD's expense, the following insurance coverage. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Avon of substantial change or cancellation of coverage or insurance policies. General Comprehensive Liability insurance in an amount of $1,000,000 per person and $2,000,000 per occurrence, including the following coverage: property damage; underground explosion and collapse hazard; and personal injury. Comprehensive Automobile Liability insurance on all owned vehicles used in connection with the services in an amount of $1,000,000 per person and $2,000,000 per occurrence combined single limits for bodily injury and property damage. 15. Relationship of the Parties. The relationship between the Parties is that of independent contractor, and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or ownership interest in the real property. 16. No Waiver of Governmental Immunity. Nothing in this IGA shall be construed to waive AVON -ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 4 of 6 limit, or otherwise modify any governmental immunity that may be available by law to Avon or ERWSD, its respective officials, employees, contractors, or agents, or any other person acting on behalf of Avon or ERWSD, and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 17. Notice. Any notice, demand, or other communication required or permitted to be given by any provision of the Lease shall be given in writing, delivered personally or sent by certified or registered mail, postage prepaid and return receipt requested, or by overnight courier, with shipping charges prepaid, address, as follows: To Avon: Town of Avon Attn: Town Clerk One Lake Street P.O. Box 975 Avon, CO 81620 Phone: 970 - 748 -4000 To ERWSD: Eagle River Water & Sanitation District Attn: General Manager 846 Forest Road Vail, CO 81657 Phone: 970 -476 -7480 18. No Third -Party Beneficiaries. Nothing contained in this IGA is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third -party, including any agent, sub - consultant or sub - contractor of Avon or Eagle River Water & Sanitation District. Absolutely no third -party beneficiaries are intended by this IGA. Any third -party receiving a benefit from this IGA is an incidental and unintended beneficiary only. // Signature Page Follows // AVON -ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 5 of 6 IN WITNESS WHEREOF, the Parties hereto have executed this IGA the day and year first above written. TOWN OF AVON TOWN OF AVON, STATE OF COLORADO, op4zl, By and through its Mayor .ti ATTEST: By: 'Patty atb y-m4ceAny, YAn Cl OZAp Rich Carroll, Mayor Date: (Z9) h3 EAGLE RIVER WATER & SANITATION DISTRICT ATTEST: Clerk to the Board f Directors CONNIE L. NUNLEY NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20134058052 WCOMMISSM EXPIRES SEPTENER 13, 2017 EAGLE RIVER WATER & SANITATION DISTRICT, By and through its General Manager By: L' Brooks 4G 1 eral Manager Date: 1;3 , .t AVON -ERWSD IGA for Leased Office Space Swift Gulch Modular Building October 22, 2013 Page 6 of 6 C 0 L 0 R A D 0 February 12, 2014 Avon... a smoke free community Ed Trainer Eagle River Water & Sanitation District 846 Forest Road Vail, CO 81657 Re: Town of Avon /ERWSD IT Equipment Agreement Dear Mr. Trainer, Post Office Box 975 One Lake Street Avon, Colorado 81620 970 -748 -4000 970 - 949 -9139 Fax Relay recognized www.avon.or-g The Town of Avon agrees to allow ERWSD to install the Adtran box for the MPLS communications connection to the Modular Office Building in the Electrical Room of the Avon Regional Transit Facility provided the following conditions are understood and met: • The Town of Avon will permit ERWSD to utilize (3) total copper pairs for communications from the Fleet Maintenance Building Server Room to the Avon Regional Transit Facility Electric Room. • (3) copper pairs utilized by ERWSD will be clearly marked at both terminations . • The Town of Avon will not be held liable for any interruption of service or connectivity. • ERWSD will provide a separate rack and labor to mount equipment in the Avon Regional Transportation Facility Electric room. The equipment will be isolated from TOA equipment and installation coordinated with TOA IT personnel. • UPS equipment required to support ERWSD communications will be supplied and installed by ERWSD. The Town of Avon will provide 110 V power at no charge. • Access to the Avon Regional Transit Facility Electric Room or Fleet Maintenance Building Server Room will be between the hours of 8:00 AM and 5:00 PM Monday thru Friday and must be coordinated with Town of Avon IT personnel. • ERWSD will pull fiber optic cable in Town of Avon owned conduit from the Avon Regional Transportation Electric Room to the Modular Office Building Server Room and assumes all associated cost. • ERWSD agrees to indemnify and release the Town of Avon from any liability caused by or arising from any interruption of service or other activity. • This letter agreement shall modify the existing IGA for lease office space between the Town of Avon and ERWSD dated October 22, 2013. Please sign and return a copy of this letter. Sincerely, Jim Horsley Engineer II Town of Avon The conditions of this Agreement are hereby acknowledged and accepted by: Digitally signed by Ed Trainer Ed TrainerDN:rn= EdiI=etriner@eWSD, ou =1T, email= etrainer @erwsd. arg, r - -US Date: 2014.02.14 16:01:08 - 07'00' Ed Trainer IT Manager Eagle River Water & Sanitation District Date: