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HomeMy WebLinkAboutC15-347 Intergovernmental Agreement between Eagle County and Redcliff • INTERGOVERNMENTAL AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND THE TOWN OF RED CLIFF FOR Exchange of Vehicle THIS INTERGOVERNMENTAL AGREEMENT made this g day of leprescout Z , 2015 by and between the County of Eagle, State of Colorado, a body corporate and politic(the"County") and the Town of Red Cliff, a municipal corporation(the"Town"). WITNESSETH: WHEREAS, Town desires assistance from County to exchange a 1995 International dump truck with plow, which was previously donated to Town, for a 2005 Chevrolet 3/4 ton truck with plow, which is scheduled to be sold by County at surplus auction; and WHEREAS, County has the ability to perform this exchange and has the capacity to assist Town; and WHEREAS, this Intergovernmental Agreement is authorized pursuant to Section 29-1- 201 and 30-11-101, Colorado Revised Statutes, as amended, and Article XIV, Section 18, of the Colorado Constitution; and WHEREAS, County and Town intend this Agreement to set forth the scope of the responsibilities of the parties and the terms and conditions to govern their relationship. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, the parties hereto agree as follows: SECTION 1. SCOPE OF SERVICES. The County does hereby agree to exchange a 2005 Chevrolet 3/4 ton truck with plow (VIN# 16-cif .1,4 Gie-3,E 3 801q) for a previously donated 1995 International dump truck with plow(VIN# 1 HTSDAARXSH242964) from the Town. SECTION 2. TERM AND TERMINATIONS. A. This Agreement shall commence upon execution of this Agreement by both parties and shall terminate upon delivery and acceptance of the vehicles and titles, unless earlier terminated as hereinafter provided. B. This Agreement may be terminated by either party for any reason, with or without cause, and without penalty upon thirty(30) days written notice. 1 CIS- ` 1 SECTION 3. REMUNERATION. A. The Town shall provide (1) 1995 International dump truck with plow, in"AS IS" condition with no warranties or guarantees, and title to County at the time of exchange. B. The County shall provide (1) 2005 Chevrolet 3/4 ton pickup with plow and title to the Town at the time of exchange. The County will provide the vehicle in "AS IS" condition with no warranties or guarantees. C. Upon completion of the vehicle exchange, the 1995 International dump truck with plow will be sold by County at surplus auction with all proceeds going to County. SECTION 4. INDEMNIFICATION/HOLD HARMLESS. No warranties or guarantees will be provided by the County y or the Town regarding the vehicle condition. The vehicles will be exchanged in"AS IS" condition. To the extent allowed by law, Town shall hold the County and its officials, boards, officers, principals and employees harmless for all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses that County or any of its officials, boards, officers, principals and employees may become subject to, insofar as any such losses, costs, claims, damages or liabilities against the County arise out of this Agreement. To the extent allowed by law, County shall hold the Town and its officials, boards, officers, principals and employees harmless for all losses, costs, claims, damages and liabilities, including reasonable attorney's fees and expenses that Town or any of its officials, boards, officers, principals and employees may become subject to, insofar as any such losses, costs, claims, damages or liabilities against the Town arise out of this Agreement. SECTION 5. LIABILITY AND INSURANCE. A. The County, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of the Town or of any officer or employee thereof. Likewise, the Town, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of the County or by any officer or employee thereof. 2 B. The County and the Town shall respectively provide its own public liability, property damage and automobile insurance coverage as each party may deem adequate and necessary for any potential liability arising from this Agreement. Evidence of such coverage shall be provided to the other respective party upon written request. SECTION 6. GENERAL PROVISIONS. A. All written notices shall be delivered by certified mail to the following addresses: Eagle County Fleet Services Town of Red Cliff P.O. Box 1705 PO Box 40 Gypsum, CO 81637 Red Cliff, CO 81649 Attn: Harry N. Taylor Attn: Barb Smith (970) 328-3543 (970) 827-5303 B. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right to claim damages or to bring any lawsuit, action or other proceedings against either the Town or the County because of any breach hereof or because of any terms, covenants, agreements or conditions contained herein. C. No modification or waiver of this Agreement or of any covenant, condition, or provision herein contained shall be valid unless in writing and duly executed by both parties. D. This written Agreement embodies the whole agreement between the parties hereto and there are no inducements, promises, terms, conditions, or obligations made or entered into either by Town or the County other than those contained herein. E. This Agreement shall be binding upon the respective parties hereto, their successors or assigns and may not be assigned by anyone without the prior written consent of the other respective party hereto. F. All agreements and covenants herein are severable, and in the event that any of them shall be held invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid agreement or covenant were not contained herein. G. The Town has represented to the County and, likewise, the County has represented to the Town, that it possesses the legal ability to enter into this Agreement. In the event that a court of competent jurisdiction determines that either of the parties hereto did not possess the legal ability to enter into this 3 Agreement, this Agreement shall be considered null and void as of the date of such court determination. H. Nothing in this Agreement shall be deemed to make either party an employee, partner or representative of the other. I. Notwithstanding the foregoing, financial obligations of the Town and the County, respectively, payable after the current fiscal year, are contingent upon funds for the purposes set forth in this Agreement being appropriated, budgeted and otherwise made available, as and to the extent required by Colorado law. J. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this d day of 54/11..A.-4-m.,40- , 2015. COUNTY OF EAGLE, STATE OF COLORADO By and Through Its BOA' OF COUNT COM S IONE' ot : _Ar s Wr * a y Ch.g dler-Henry, Chair Attest: �ntoRg490 By: 12 —= --- ►. Teak J. Simonton, Clerk to the Boar. TOWN OF RED CLIFF, STATE OF COLORADO By: 11 1C ��--- Mayor M. Scott Burgess ATTEST: Barb Smith, Town Administrator 4