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HomeMy WebLinkAboutC11-274 Edwards Metro District IGA EAGLE COUNTY, CO 201116154 TEAK J SIMONTON Pgs: 7 01 :54 :52PM 09/01/2011 REC: $0.00 DOC; $ 11111 1 11 111 1111E0 INTERGOVERNMENTAL AGREEMENT BETWEEN EAGLE COUNTY AND THE EDWARDS METROPOLITAN DISTRICT FOR BEARD CREEK ROAD AND BERRY CREEK ROAD SIDEWALK MAINTENANCE S INTERGOVERNMENTAL AGREEMENT (the "Agreement ") is made this 1�� day of , 2011 by and between Eagle County, Colorado, a body corporate d politic acting by and through its Board of County Commissioners ( "County ") and the Edwards Metropolitan District, a Colorado Special District, acting by and through its Board of Directors (hereinafter "EMD "). Collectively these entities are referred to as the "Parties," individually these entities are referred to as defined above or as "Party." RECITALS: WHEREAS, Sidewalk is proposed to be constructed from the end of the Edwards Interchange Improvements 670 -ft west to the entrance to the Moonridge (hereinafter Beard Creek Rd Sidewalk Improvements); and WHEREAS, the Beard Creek Rd Sidewalk Improvements are located in the NE of Section 4, T 5 S, R 82 W of the 6 Principal Meridian in Eagle County which is within the jurisdictional boundary of the Edwards Metropolitan District; and WHEREAS, the EMD agrees to provide all future maintenance services ( "Maintenance ") associated with the sidewalk portion of the proposed Beard Creek Rd Sidewalk Improvements ( "Improvements ") as further described by Exhibit "A "; and WHEREAS, the Constitution and laws of the State of Colorado permit and encourage local governmental entities to cooperate with each other to make the most efficient and effective use of their powers and responsibilities; and WHEREAS, the Parties enter into this agreement under the authority of local governments of the State of Colorado to contract with one another. C.R.S. § 29 -1 -201, et seq., Article XIV, Section 18 of the Colorado Constitution; and WHEREAS, this Agreement is entered into pursuant to, inter alia, C.R.S. §§ 29- 1 -201, et seq., and Article XIV, Section 18 of the Colorado Constitution. FA/t G1/$1e)24<,K 9 j//- a -74. AGREEMENT: NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Maintenance Responsibilities. The EMD will, at its sole expense, provide all Maintenance necessary to maintain the Improvements in a safe and serviceable condition. 2. County's Obligations. County shall be responsible for maintenance of the curb and gutter and storm sewer constructed as part of the Improvements. County shall have no further obligations related to the sidewalk portion of the Improvements, financial or otherwise. Without altering the terms of the preceding sentence, County acknowledges that snowplowing of roads or distribution of chemicals (such as magnesium chloride) can damage landscaping and Improvements and reasonable efforts will be made to avoid such damage. 3. Indemnification. The EMD assumes all liabilities associated with the Maintenance. Accordingly, to the extent allowed by Colorado law, the EMD agrees to release, indemnify and save harmless County, and its officers, agents, and employees, against any and all claims or causes of action of any kind arising out of damage to real or personal property, or injury and /or death to persons, including the property, agents, or employees of either Party, resulting in any way from the operations and duties undertaken by the EMD in connection with the Maintenance or this Agreement. To the extent allowed by Colorado law, the EMD shall further indemnify and save harmless County and its officers, agents, and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions, or proceedings of any kind or nature whatsoever, including Workman' s Compensation claims, of or by any person, in any way resulting from or arising out of, either directly or indirectly, the operations and duties undertaken by the EMD in connection with the Maintenance or this Agreement. This indemnification shall be deemed to include the acts and omissions of all officers, employees, representatives, suppliers, invitees, contractors, and agents of the EMD. 4. Independent Contractor Status. The Parties to this Agreement intend that the relationship between them is that of independent contractor. The EMD, and any agent, employee, or servant of the EMD shall not be deemed to be an employee, agent, or servant of County. Other than requiring that the EMD comply with all requirements, standards and directions of this agreement, Eagle County shall not attempt to oversee or supervise the work or actions of any EMD employee, contractor, subcontractor, consultant, servant or agent in the course of completing work under this Agreement. 5. Benefits. The EMD and any agent, employee or servant of the EMD is not entitled to any Workman's Compensation benefits through the County and is responsible for payment of any federal, state FICA and other income taxes. 6. Non - Assignable. This agreement is not assignable by either party. 7. Integrated Agreement. This Agreement may be changed or modified only in writing by an agreement approved by the respective Boards of the Parties and signed by authorized officers of each Party. This Agreement constitutes the entire Agreement between the parties and all other promises and agreements relating to the subject of this Agreement, whether oral or written, are merged herein. 8. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 9. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be hand - delivered or sent by registered or certified regular mail, postage pre -paid to the addresses of the parties as follows. Each party by notice sent pursuant to this paragraph may change the address to which future notices should be sent. Notice to County: Eva Wilson Eagle County Engineer 500 Broadway P.O. Box 850 Eagle, Colorado 81631 Notice to the Edwards Metropolitan District: Board of Directors Edwards Metropolitan District c/o Robertson & Marchetti, P.C. PO Box 600 Edwards, CO 81632 10. Immunity. The Parties agree and understand that both parties are relying on and do not waive, by any provisions of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24 -10 -101, et seq., as from time to time amended or otherwise available to the parties or any of their officers, agents, or employees. 11. Binding Effect. The rights and obligations of the Parties under this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 12. Choice of Law and Venue. This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Courts of Eagle County, Colorado. County shall have standing to bring an action to enforce the terms of this Agreement in District Court, including an action for specific performance and injunctive relief. 13. Duration. This Agreement shall remain in effect in perpetuity unless amended or terminated by mutual written agreement of the parties. 14. Authority. Each of the Parties warrant that they possesses the legal authority to enter into this contract and that they have taken all actions required by all applicable procedures, by -laws, and /or applicable law to exercise that authority, and to lawfully authorize their undersigned signatory to execute this contract and to bind them to its terms. The person executing this contract on behalf of each Party warrants that such person has full authorization to execute this contract. 15. No Third Party Beneficiaries. It is expressly understood and agreed that the enforcement of the terms and conditions of this contract and all rights of action relating to such enforcement, shall be strictly reserved to the County and the EMD. Nothing contained in this contract shall give or allow any claim or right of action whatsoever by any other third person or entity. It is the express intention of the County and the EMD that any such person or entity receiving services or benefits under this contract shall be deemed an incidental beneficiary only. 16. Waiver. The waiver of any breach of a term, provision or requirement of this Agreement shall not be construed or deemed a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision or requirement. 17. Modification and Amendment. This Agreement is subject to such modifications as may be required by changes in a federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this Agreement shall be effective unless agreed to in writing by both parties in an amendment to this Agreement that is property executed and approved in accordance with applicable law. 18. No Personal Liability. No elected official, director, officer, agent or employee of either Party shall be charged personally or held contractually liable by or to the other Party under any term or provision of this Agreement or because of any breach thereof or because of its or their execution, approval or attempted execution of this Agreement. 19. Appropriation Limitation. Nothing herein shall be construed as the creation by the County or the EMD of a multiple- fiscal year direct or indirect debt or other multiple year financial obligation whatsoever. 20. Edwards Metropolitan District. The foregoing Agreement is approved by the Board of Directors of the Edwards Metropolitan District at its regular meeting held on the day of , 20011. 21. County Approval. The foregoing Agreement is approved by the Board of ounty Commissioners of Eagle County, Colorado at its regular meeting held on the .,j day of , 2011. In Witness whereof, the parties hereto have caused this agreement to be executed as of the day and year first above written. ATTEST: COUNTY OF EAGLE, STATE OF COLORADO, by and through its BOARD OF C • . ' Y COMM . SIONERS: BY ' i ; r BY: 4 % Clerk to the Board of ounty * V * ; J i : tavney, hairman Commissioners 940 EDWARDS METROPOLITAN DISTRICT, by and through its BOARD OF DIRECTORS: BY: iddd 2Lc�i ,vv► �1 r� � TITLE: 1��ji��N7 STATE OF 1 ) _ ) SS. COUNTY OF AJl q CR ) The fo �e�going inst ent was acknowledged before me by M J SA , this'\ day of %q OC , 2011. 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