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INTERGOVERNMENTAL AGREEMENT
FOR
BERRY CREEK ROAD SIDEWALK MAINTENANCE
THIS*RGOVERNMENTAL AGREEMENT (the "Agreement ") is made
effective the Xst day of August, 2011 by and between Eagle County, Colorado, a body
corporate and politic acting by and through its Board of County Commissioners ( "County ") and
the Berry Creek Metropolitan District, a quasi - municipal corporation and political subdivision
of the State, acting by and through its Board of Directors (hereinafter `BCMD "). Collectively
these entities are referred to as the "Parties," individually these entities are referred to as defined
above or as "Party."
RECITALS:
WHEREAS, a sidewalk is proposed to be constructed from Latigo Circle 470 -ft
southeast to tie into the existing Singletree path (hereinafter "Berry Creek Rd. Sidewalk
Improvements ") as depicted on Exhibit "A "; and
WHEREAS, the Berry Creek Rd. Sidewalk Improvements are located in the NE l/4 of
Section 4, T 5 S, R 82 W of the 6th Principal Meridian in Eagle County, within the jurisdictional
boundary of the BCMD; and
WHEREAS, the BCMD agrees to provide all future maintenance services
( "Maintenance ") associated with the sidewalk portion of the proposed Berry Creek Rd. Sidewalk
Improvements ( "Improvements "), as further described by Exhibit "B "; and
WHEREAS, the Constitution 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, pursuant to C.R.S.
§§ 29 -1 -201, et seq., and Article XIV, Section 18 of the Colorado Constitution.
AGREEMENT:
NOW, THEREFORE, the Parties agree as follows:
1. Maintenance Responsibilities. The BCMD will, at its sole expense, provide all
Maintenance necessary to maintain the sidewalk portion (excluding curb and gutter and storm
drainage) of the Improvements in a safe and serviceable condition.
2. County's Obligations. Upon County's acceptance of the constructed Berry Creek
Rd. Sidewalk Improvements from the contractor, County shall be solely responsible for
ownership and 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
Cif - 2'75
Improvements, financial or otherwise.
3. Indemnification. To the extent permitted by law, the BCMD assumes all liabilities
associated with the Maintenance of the Improvements, as described above. Accordingly, to the
extent allowed by Colorado law, the BCMD agrees to release, indemnify and hold 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 BCMD in connection with the Maintenance. To the
extent allowed by Colorado law, the BCMD shall further indemnify and hold 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 Workers'
Compensation claims, of or by any person, in any way resulting from or arising out of, either
directly or indirectly, the duties undertaken by the BCMD in connection with the Maintenance.
To the extent permitted by law, County assumes all liabilities (except those associated with the
Maintenance of the Improvements, as described above) arising from the duties undertaken by
County in this Agreement. Accordingly, to the extent allowed by Colorado law, the County
agrees to release, indemnify and hold harmless BCMD, 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 duties undertaken by the County in this Agreement.
To the extent allowed by Colorado law, the County shall further indemnify and hold harmless
BCMD 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
Workers' Compensation claims, of or by any person, in any way resulting from or arising out of,
either directly or indirectly, the duties undertaken by the County in this Agreement.
4. Non - Assignable. This agreement is not assignable by either Party.
5. 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.
6. 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.
7. Notices. Any notice required or permitted under this Agreement shall be in writing and
shall be hand - delivered, sent electronically with a hard copy immediately following, or
sent by registered or certified regular mail, postage pre -paid to the addresses of the
Parties as follows. Each Party may change the address to which future notices should be
sent.
IGA for Berry Creek Road Sidewalk Maintenance
Page 2
Notice to County: Eagle County Engineer
500 Broadway
P.O. Box 850
Eagle, Colorado 81631
Notice to BCMD: Berry Creek Metropolitan District
c/o Robertson & Marchetti, P.C.
P.O. Box 600
Edwards, Colorado 81632
8. 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.
9. 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.
10. 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 Court in and for
Eagle County, Colorado.
11. Duration. This Agreement shall remain in effect in perpetuity unless amended or
terminated by mutual agreement of the Parties.
12. Authority. Each of the Parties warrant that they possesses the legal authority to
enter into this Agreement and that they have taken all actions required by law to exercise that
authority, and to lawfully authorize their undersigned signatory to execute this Agreement and to
bind them to its terms. The person executing this Agreement on behalf of each Party warrants
that such person has full authorization to execute this Agreement.
13. No Third Party Beneficiaries. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement and all rights of action relating to
such enforcement, shall be strictly reserved to the County and the BCMD. Nothing contained in
this Agreement 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 BCMD that any such person or
entity receiving services or benefits under this Agreement shall be deemed an incidental
beneficiary only.
14. 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.
15. 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
IGA for Berry Creek Road Sidewalk Maintenance
Page 3
such required modification shall automatically be incorporated into and be part of this
Agreement 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 a written
Amendment executed by both Parties approved in accordance with applicable law.
16. 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.
17. Appropriation Limitation. Nothing herein shall be construed as the creation in the
County or the BCMD of a multiple - fiscal year direct or indirect debt or other multiple -fiscal year
financial obligation whatsoever.
18. Berry Creek Metropolitan District. The foregoing Agreement was approved by
the Board of Directors of the Berry Creek Metropolitan District at its regular meeting held on the
day of ,2011.
19. County Approval. The foregoing Agreement was approved by the Bo. + of
Coun Commissioners of Eagle County, Colorado at its regular meeting held on the ,■" day
of , 2011.E
[Remainder of page left intentionally blank]
IGA for Berry Creek Road Sidewalk Maintenance
Page 4
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the
day and year first above written.
COUNTY OF EAGLE, STATE OF
COLORADO, by and through its BOARD OF
COUNTY COMMISSIONERS:
ATTEST: By: A
Jon vney, Chairman
/ °
By �t - �____ :►� �
BERRY CREEK METROPOLITAN DISTRICT
By: C Y (<_Q
ATTEST: Title: C A Rv N 'C
By: ...
Title: C_ov44)-4-s-L` . V Ucn.,
IGA for Berry Creek Road Sidewalk Maintenance
Page 5
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EXHIBIT B
Description of BCMD Maintenance Obligation
Berry Creek Metropolitan District shall provide maintenance of the Berry Creek Road
sidewalk Improvements including removal of snow, ice, dirt, and other debris.
Additionally, Berry Creek Metropolitan District shall be responsible for repair of sidewalk
cracking, settling and/or vaulting.
IGA for Berry Creek Road Sidewalk Maintenance
Page 7