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Docusign Envelope ID: 0040F8BC-4F2A-4A3E-8DE6-1 DF8BD78616B <br />services and construction management and inspection, and shall provide the County <br />with the opportunity to review and comment on design plans at each stage of design. <br />Such cooperation from the County shall include without limitation County <br />representative attendance at meetings organized by the City regarding design and <br />construction of the Improvements. <br />2. The City with cooperation from the County will pursue State and/or Federal funding <br />for construction of the Underpass Improvements in 2019 to the extent feasible given <br />the limitations of the individual state and federal gtant programs. <br />3 The County and the City agree to pursue funding for design and construction of the <br />Road Improvements and to finalize agreements for cost sharing for the design and <br />construction of the Road Improvements in a future intergovernmental agreement. <br />4 The City Public Works Department shall pay all contractor invoices for construction <br />of the Intersection Improvements. The City shall use the funds received from CDOT <br />through the FASTER Safety Grant to pay invoices for construction of the Intersection <br />Improvements until such funds are exhausted. Thereafter, the City shall continue to <br />pay all invoices for construction of the Intersection Improvements and shall invoice <br />the County for reimbursement of 50 percent of the same, not to exceed $1,000.000 for <br />the Intersection Improvements. <br />5 The City Public Works Department shall pay all contractor invoices for construction <br />of the Underpass Improvements and use all funds secured from state and federal <br />grants for construction until such funds are exhausted. Thereafter, the City shall <br />continue to pay all invoices for construction of the Underpass Improvements and shall <br />invoice the County for reimbursement of 50 percent of the same, not to exceed <br />$850,000 for the Underpass Improvements. <br />6. The County shall pay all invoices from the City within 60 days of receipt of the same. <br />The City and County agtee that any additional non -Party funds obtained for the <br />Improvements shall be applied to reduce equally each Party s share of the costs of the <br />Improvements. When completed, the Improvements shall be owned by CDOT <br />7 The City or CDOT shall maintain the Improvements in good operating order at no <br />cost to the County <br />B. ENTIRE AGREEMENT, AMENDMENTS. <br />This Agreement contains the entire agreement between the Parties. It may be amended <br />only by written agreement approved by both Parties. <br />C. SEVERABILITY <br />If any portion of this Agreement is held by a court in a final, non -appealable decision to <br />be invalid or unenforceable as to any Party the entire Agreement shall be terminated, it <br />being the understanding and intent of the Parties that every portion of the Agreement is <br />essential to and not severable from the remainder. <br />2 <br />