Resolution 2024-21 - Needs Agreement

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2. Services to be Performed: County will perform the services described in Exhibit A — Scope of Work (the "Services"). 3. Term of IGA: The IGA Term begins on the Start Date and expires on the Expiration Date, unless terminated sooner. All the Services must be performed during the IGA Term. 4. Liability: Each Party agrees to be responsible for its own actions or omissions, and those of its officers, agents and employees in the performance or failure to perform work under this IGA. By agreeing to this provision, neither Party waives or intends to waive, as to any person not a party to the IGA, the limitations on liability that are provided to the Parties under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. 5. Independent Entities: Each Party is an independent legal entity from the other for all purposes. Neither Party, its agents, personnel or subcontractors are employees of the other Party for any purpose, including the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the Colorado Workers' Compensation Act, the Colorado Unemployment Insurance Act, and the Public Employees Retirement Association. 6. Termination a. Breach: Either Parry's failure to perform any of its material obligations under this IGA, in whole or in part or in a timely or satisfactory manner, will be a breach. In the event of a breach, the non -breaching Party may provide written notice of the breach to the other Party. If the breaching Party does not cure the breach, at its sole expense, as reasonably determined by the non -breaching Party in its sole discretion, within thirty (30) days after delivery of notice, the non - breaching Party may exercise any of its remedies provided under this IGA or at law, including immediate termination of this IGA. b. Non -Appropriation: The other provisions of this IGA notwithstanding, Municipality is prohibited by law from making commitments beyond the current fiscal year. Payments of any nature beyond the current fiscal year are contingent on the appropriation and continuing availability of funding in any subsequent year. Any payment obligation of the Parties is expressly dependent and conditioned upon appropriation, budgeting, and availability of specific funds to discharge such obligations. Municipality may terminate this IGA without penalty by providing seven (7) days' written notice to County, provided that Municipality is not relieved of any payments obligations incurred prior to the effective date of termination. 7. Notices: All notices provided under this IGA must be in writing and sent by Certified U.S. Mail (Return Receipt Requested), electronic mail, or hand -delivery to the other Party's Contact at the address specified in the Details Summary. For certified mailings, notice periods will begin to run on the day after the postmarked date of mailing. For electronic mail or hand -delivery, notice periods will begin to run on the date of delivery. 8. Entire Agreement/Binding Effect/Amendments: This IGA represents the complete agreement between the Parties and is fully binding upon them and their successors, heirs, and assigns, if any. This IGA terminates any prior agreements, whether written or oral in whole or in part, between the Parties relating to the Services. This IGA may be amended only by a written agreement signed by both Parties. Assimment/Subcontractors: This IGA may not be assigned or subcontracted by either IGA (Revenue) Approved for Use by County Attorney (February 2024)