DRAFT

INTERGOVERNMENTAL AGREEMENT
by and between
THE CITY OF CASTLE PINES NORTH, COLORADO
and
THE BOARD OF COUNTY COMMISSIONERS 
OF THE COUNTY OF DOUGLAS

	THIS INTERGOVERNMENTAL AGREEMENT (“Agreement”) dated this ____day of ________________, 2011, by and between the City of Castle Pines North, Colorado, (the “City”) and the Board of County Commissioners of the County of Douglas (the “County”) (collectively, the “Parties”). 

RECITALS

	WHEREAS, pursuant to Colorado Constitution Article XIV, Section 18(2)(a), and Section 29-1-202, C.R.S., the City and the County may cooperate or contract with each other to provide any function, service, or facility lawfully authorized to each; and 

WHEREAS, the City and the County will benefit from the County performing snow removal on Castle Pines Parkway, and portions of Hess Avenue and Monarch Blvd. within the City’s jurisdiction for a period of time; 
NOW, THEREFORE, it is hereby mutually agreed as follows: 
AGREEMENT 
1. 	SERVICES.  The County shall maintain certain roads within the boundaries of the City for the period from September 1, 2011 to May 31, 2012, as set forth in Exhibit A, attached hereto and incorporated herein (“Services”), at the City’s expense.
A.	The County shall perform only the Services on those roadways listed on Exhibit A. The County shall perform the Services consistent with current County maintenance practices for urban collector roadways. Notwithstanding the foregoing, the County shall exercise its reasonable discretion to provide the Services in the manner that the County deems appropriate under the then existing circumstances.
 
B. 	The County shall follow all applicable statutes, rules, and regulations of the State of Colorado, and all policies, procedures, resolutions, and ordinances of the County relating to the subject matter of this Agreement. 

2.	TERM OF AGREEMENT. 	The term of this Agreement shall commence on, and is retroactive to, September 1, 2011, and shall continue in full force and effect up to and including May 31, 2012, unless otherwise agreed to in writing. 

3.	COST.   The total cost of performing the Services for the term stated in section 2 herein is $101,677.00. This amount shall be payable by the City to the County as a lump sum on or before November 1, 2011.  

4.	SUBSEQUENT ANNEXATIONS.   In the event that the City annexes additional property subsequent to the execution of this Agreement, the County reserves the right to refuse to provide services to the annexed property.
 
5.	INDEPENDENT CONTRACTOR.  The County is an independent contractor, and nothing herein contained shall constitute or designate the County or any of its employees or agents as employees of the City. It is agreed that the County shall have direct control with respect to the manner and performance of Services. 

6.	ADDITIONAL SERVICES.   In the event the City desires services in addition to the Services defined in this Agreement, the City may make a written request, which will then be addressed and resolved with reasonable promptness and on mutually acceptable terms between the Parties. Such resolution shall be in writing. 

7.	EACH PARTY RESPONSIBLE FOR ITS OWN ACTIONS.  In any action by any third party brought against either Party in connection with the provision of the Services under this Agreement, neither Party shall be liable for the acts or omissions of the other, and each Party shall bear its own costs with respect to the defense thereof. 

8.	APPROPRIATION. The Parties’ obligations under this Agreement are conditioned on the prior appropriation of good and sufficient funds for such purpose. The Parties agree to use good faith efforts to cause appropriation of good and sufficient funds for performance of the obligations herein. This Agreement and/or any extensions to the original term of this Agreement shall be contingent upon annual funding being appropriated, budgeted, and otherwise made available for such purposes by the City, and the notice of such appropriation, budgeting, and availability being provided to the County on or before July 15 of the current term. 

9.	ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties hereto relating to the work specified in Exhibit A and sets forth the rights, duties, and obligations of each to the other as of the effective date hereof.  Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. This Agreement may not be modified except, by a writing executed by both the City and the County. 

10.	BINDING AGREEMENT. This Agreement shall inure to and be binding on successors and assigns of the Parties hereto. 

11.	ASSIGNMENT. The County shall not have the right or power to assign or delegate its duties under this Agreement without the express prior written consent of the City. Any attempt by the County to assign this Agreement without such consent shall be null and void. However, the County is allowed to subcontract portions of the work without the prior or subsequent permission of the City. 

12.	NO WAIVER. No waiver of any of the provisions of this Agreement shall he deemed to constitute a waiver of any other of the provisions of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided herein, nor shall the waiver of any default hereunder be deemed a waiver of any subsequent default hereunder. 

13.	CONTROLLING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and venue for any legal proceedings shall he in the Douglas County District Court. 

14.	NOTICES. Except as otherwise provided herein, all notices or payments required to be given under this Agreement shall he in writing and shall he hand delivered or sent by first class mail postage prepaid, to the following addresses: 

City of Castle Pines North: 

cc: 	

 
Douglas County: 

	             Randall E. Teague
Douglas County Public Works Operations
P.O. Box 1390
Castle Rock, CO 80109 
cc: 	Lance J. Ingalls, Esq. 
Douglas County Attorney 
100 Third Street 
Castle Rock, CO 80104 

All notices or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one (1) day after hand delivery or three (3) days after mailing. Either Party, by written notice so provided, may change the address to which future notices shall be sent. 

15.	NO WAIVER OF GOVERNMENTAL IMMUNITY ACT.   The parties hereto understand and agree that the County and city, and each of their commissioners, officials, officers, directors, agents, and employees, are relying on, and do not waive or intend to waive by any provisions of this Agreement, the monetary limitations or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act (the “CGIA”), §§ 24-10-101 to 120, C.R.S., or otherwise available to the County or the City. To the extent the CGIA imposes varying obligations or contains different waivers of immunity for Cities and Counties, both the City and the County agree that each will remain liable for their independent obligations under the CGIA whether due to acts or omissions or property interests, and neither party shall be the agent of the other or liable for the obligations of the other under the provisions of the CGIA. 

	16.	NO THIRD PARTY BENEFICIARIES.   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 City, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person under such Agreement. 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written which shall hereafter be deemed to have an effective date of September 1, 2010. By the signature of its representative below, each Party affirms that it has taken all necessary action to authorize said representative to execute this Agreement. 

CITY OF CASTLE PINES NORTH, COLORADO 

By: ___________________________________

ATTEST: 
________________________________
City Clerk 

THE BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF DOUGLAS, COLORADO 

By: ________________________________________
       JILL E. REPELLA, Chair

ATTEST:

______________________________________
MELISSA A. PELLETIER, Deputy Clerk

EXHIBIT A

SERVICES TO BE PROVIDED 

Under this Agreement, the County shall provide only the following services: snow removal for the identified roadways within City, as they existed as of September 1, 2011. Lanes added after this effective date are not covered under this Agreement IGA. The portion of Monarch Blvd. that is subject to this Agreement is that portion of Monarch Blvd., which is situated between Castle Pines Parkway north to the City boundary. All lanes of Monarch Blvd. within these limits are subject to this Agreement. The portion of Castle Pines Parkway that is subject to this Agreement is that portion of Castle Pines Parkway, which is situated between Daniels Park Road and Interstate 25. All lanes of Castle Pines Parkway are subject to the terms of this Agreement. The portion of Hess Avenue that is subject to this Agreement is that portion of Hess Avenue from Interstate 25 east to the City boundary. All lanes of Hess Avenue are subject to the terms of this Agreement. The roadways that are subject to the terms of this Agreement are depicted on the attached map incorporated as Exhibit B. 

The Services that Douglas County will perform include and are limited to:

1.	Snow Removal 
2.	Chemical treatment for snow and/or ice (at the discretion of the County)
3.	Sanding if necessary for roadway safety.

All work shall be consistent with the County’s snow removal procedures for urban collector roadways. 

In its sole discretion, but consistent with its snow removal practice for collector roadways situated in unincorporated Douglas County, Douglas County will: (a) use liquid de-icing products and a granular de-icing product known as “Quick Thaw” as distributed by North American Salt, where possible to avoid residue from sanding; (b) use aggregate products when required to provide for skid resistance and roadway safety. 

Sweeping of aggregate products is not part of this Agreement and will be performed by the City at its discretion. 

Iga – Castle Pines North Snow Removal – 2011-2012