C150036 Contract - Laserfiche WebLink

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currently provided by Tri-Area and shall include the maintenance of all storm drainage facilities which have historically been maintained by Tri-Area, whether or not said facilities are owned by Tri-Area unless St. Vrain and the owner of that facility agree otherwise. The fees imposed by the St. Vrai;1 water activity enterprise shall be no gl'eater than necessary to pay interest and principal on the debt and reasonable administration and maintenance costs associated with the drainage function, which St. Vrain will be assuming from Tri-Area upon Tri-Area's dissolution. St. Vrain agrees to work with local municipalities to transfer as much of the storm drainage function to those municipalities as is feasible at the earliest possible time. 6. If Dissolution Is Not Approved 6.1. No Dissolution. In the event either the Dissolution of Tri-Area or the Inclusion of Tri-Area's territory into St. Vrain is 110t approved by the voters, for any reason, or if for any reason the District COUlt does not enter an Order dissolving Tri-Area and including an of its territory within 81. Vrain, St. Vrain shall from and after the date of the hearing on Tri-Area's Petition for Dissolution, or the date ofthe Dissolution election, whichever is later, provide sanitary sewer service to Tri-Area in accordance with the terms and provisions of a written total service agreementjn substantially the form as attached hereto as Exhibit A. 7. Indemnification 7.1 Indemnification. St. Vrain agrees to indemnify, defend and hold harmless Tri-Area's officers, employees, directors, agents and representatives ("Indemnitees") from any and all claims, causes of action or liability that are asserted against or imposed upon any of those Indemnitees from and after the date ofTli-Area's Dissolution and which arise out of, or are in any way connected with, or asserted against the lndemnitees as a result of Tri-Area's Dissolution. )lothing herein contained shall be construed as either: (a) an obligation on the part ofSt. Vrain to provide any legal defense when one is not asserted by any Indemnitee; (b) a waiver of any immunities or defenses available to St. Vrain under thc Colorado Governmental Immunity Act or under common law; or (c) an obligation to indemnify the Indemnitees if the acts or omissions forming the basis of the claim or liability did not arise vvithin the scope or performance of their official duties. 8. Tri Area Dissolved As-Is 8.1 As-Is. St. Vrain acknowledges and agrees that the Dissolution of Tri-Area is being expedited to accommodate S1. Vrain and that Tri-Area has not made, does not make, and specifically negates and disclaims any representations, warranties, promises, covenants or agreements, or guarantees or any kind or character whatsoever, whether express or implied, verbal or written, past, present or future, or as to or concerning any 10