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HomeMy WebLinkAboutC03-028 Stevens Home CareC,Ci~-~~~-SCE AGREEMENT FOR ADDITION, MAINTENANCE, AND REMOVAL OF TWO (2) TEMPORARY ACCESS POINTS OFF OF MILLER RANCH ROAD AND FOR INSTALLATION OF PERMANENT CURB AND GUTTER THIS AGREEMENT (the "Agreement") is made and entered into this~~~~' day of 2003 by and between Eagle County, Colorado, a body corporate and politic, ere' er "County") and Stevens Home Caze (hereinafter "SHC"). WITNESSETH WHEREAS, SHC desires an Agreement with County allowing SHC to add two (2) gated temporary access points off of Miller Ranch Road (to the north and south side of the road at station 56+59 to 56+89); and WHEREAS, SHC is obligated to remove both temporary curb ramps and gates and install permanent curb and gutter, consistent with and of the same quality as the existing curb and gutter, prior to the connection of Miller Ranch Road to Highway Six (6) or upon termination of SHC's lease with the Eagle County School District RE-SOJ, whichever event occurs first; and WHEREAS, 5HC is obligated to pay for the costs of additional signage and the cost of removing both curb ramps and installing permanent curb and gutter; and WHEREAS, SHC is responsible for the regrading and revegetation of the access azeas and any damage to the recreational path and/or Miller Ranch Road due to the use of these access points; and WHEREAS, SHC is obligated to provide security or collateral sufficient in the judgment of the County to make reasonable provisions for completion of certain public improvements ("Improvements" or "Work") hereinafter described; and WHEREAS, County and SHC each have the power and authority to enter into this Agreement NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained to be kept and performed by the parties hereto, it is hereby understood and agreed as follows: 1. TERM. This Agreement shall commence on the ~ ~ ~ day of~,t~ ~ t1 ~ ~u~, 2003 and shall continue until such time as the terms of this Agreement are satisfied. SHC shall\ satisfactorily complete all Improvements required under this Agreement prior to the connection of Miller Ranch Road to Highway Six (6) or upon termination of SHC's lease with the Eagle County School District RE-SOJ, whichever event occurs first. The parties anticipate that the connection of Miller Ranch Road to Highway Six (6) will occur in September of 2003. In the event that such connection will occur earlier, County shall provide SHC with sixty (60) days • advance notice and all work required of SHC hereunder shall be performed in advance of said connection. 2. COUNTY'S OBLIGATIONS. County agrees to allow SHC to add two (2) gated access points off of Miller Ranch Road. The two (2) access points, added by SHC, will be located on the north and south side of Miller Ranch Road at station 56+59 to 56+89 and will be gated to limit use of the access points to SHC's business activity only. 3. SHC'S OBLIGATIONS. SHC agrees to the following: A. SHC shall pay for all of the costs of additional signage and the cost of removing both curb ramps and gates and installing permanent curb and gutter, consistent with and of the same quality as the existing curb and gutter (collectively the "Work"). B. All said Work shall be done to the reasonable satisfaction of the County Engineer and/or the County Department of Community Development, and shall not be deemed complete until approved and accepted as complete by the County. C. SHC shall be solely responsible for and shall pay for the regrading and revegetation of the access azeas and for any damage to the recreational path and/or Miller Ranch Road due to the use of these access points. D. At all times, Miller Ranch Road is to be kept clean from dirt and debris related to the use of these access points, to the satisfaction of Eagle County. E. The access points shall be gated and aze to be used for SHC's business activity only, which shall be enforced by SHC. F. SHC shall further be required, at its sole cost and expense, to remove the temporary access points and for the installation of the permanent curb and gutter prior to the connection of Miller Ranch Road to Highway Six (6) or upon termination of SHC's lease with the Eagle County School District RE-SOJ, whichever event occurs first. G. All SHC associated materials and equipment located to either side of the temporary access points must be removed prior to installation of the permanent curb and gutter to prevent vehicles from driving over the curbs to gain access to such materials. H. SHC is presently a lessee of Eagle County School District RE-SOJ. In the event that SHC is no longer a lessee of the School District, SHC shall remain obligated to comply with the terms of this Agreement. 2 • • 4. ESTIMATED COST OF IMPROVEMENTS. The estimated cost of the Improvements is 6 000.00 , as summarized in Exhibit A. The estimate includes the costs of removing the temporary curb ramps, the costs of purchasing and installing permanent curb and gutter, and a 2-yeaz Warranty covering the permanent curb and gutter. To secure and guarantee performance of SHC'S obligations as set forth in Pazagraph 3 herein, SHC hereby agrees to provide security and collateral in the form and as set forth in Paragraph 5, below. 5. SECURITY AND COLLATERAL. Security and Collateral for the performance by SHC of its obligations under this Agreement, shall be in the total amount of $ 6.000.00 and in the form of a letter of credit or surety bond, satisfactory to Eagle County. Such security shall be given at the time of entering into Agreement and shall be released upon completion of Work, to the satisfaction of County. In the event that 5HC fails to perform said Work to the satisfaction of County then the security in the amount of $ 6,000.00 is relinquished to County. 5.1 Final Release of Collateral/Warranty. Within thirty (30) days after SHC has completed all of the Work required by this Agreement and the Work has been approved and accepted by the County, the entire remaining amount of the Collateral, less an amount equal to ten percent (10%) of the original Collateral, shall be released. SHC shall be responsible for the condition of the Work for a period of two years after completion; this shall be guazanteed through the retention of Collateral, as set forth above. 5.2 Substitution of Collateral SHC may at any time substitute the Collateral originally deposited with the County herein, for another form of collateral acceptable to the County, to guarantee the faithful completion of the Work referred to herein and the performance of the terms of this Agreement. At the time of substitution of collateral, an inflationary and/or deflationary factor based upon the Denver-Boulder, Colorado Consumer Price Index for All Urban Consumers, All Items (1967=100) published by the U.S. Bureau of Labor Statistics, 303- 837-2467, or, alternatively, an approved construction cost index, shall be used to determine an adjusted estimated cost for all Work as described herein, and collateral shall be submitted by 5HC in accordance therewith. 5.3 Draws. Draws against the Collateral shall only be made as directed by written Resolution of the County, stating that there has been an event of default under this Agreement and that a sum certain is required to remedy the default. Any amount drawn on the Collateral must be applied for the purpose of completing the Work required by this Agreement and related expenses and costs. 5.4 Events of Default. The following events shall be deemed "Events of Default," entitling the County to draw on the Collateral: 5.4.1 If SHC has not completed the Work required by this Agreement, the County may, after ten (10) working days written Notice to SHC, draw upon the Collateral an amount sufficient to complete said work and compensate the County for its reasonable costs and • • expenses related to said draw. 5.4.2 If the original collateral presented to the County (or any extension thereof) is due to expire and the work is not yet completed, and SHC has not provided substitute collateral or the bank's written extension to the original collateral (as it may have been previously extended), the County shall draw on the Collateral according to the provisions set forth in Section 5.3. It is SHC's responsibility, with or without notice, to ensure that the Collateral is eztended, or that substitute collateral is provided in a form acceptable to the County, at least ten days prior to its expiration. If Collateral is neither eztended nor substitute collateral provided, in a form acceptable to the County, at least ten days prior to its expiration, SHC shall pay the County an additional $500.00 (Five hundred dollars) for the additional administrative work required because of the failure to extend or substitute collateral in a timely manner as required by this Agreement. 5.5 Costs and Expenses. SHC agrees to pay any costs and expenses, including but not limited to legal fees, which the County may incur in determining to accept collateral, in drawing upon the Collateral, or in accomplishing an extension of its expiration. 6. TERMINATION. In the event that the connection of Miller Ranch Road to Highway Six (6) does not occur in September of 2003 as anticipated, it is agreed and understood that County may, in its sole discretion, terminate this Agreement, with or without cause. It may do so upon thirty (30) days written notice to SHC. Upon termination of this Agreement by County, SHC shall not be relieved of its obligations as set forth in Paragraph 3 herein. Upon notice of termination, SHC shall, within a reasonable time, commence the Work set forth in Pazagraph 3 herein and the Work shall be completed no later than 60 days after notice of termination is received by SHC. 7. INSURANCE. SHC agrees to secure at its own expense, and to keep in force at all times during the term hereof, Comprehensive General Public Liability Insurance in the minimum amount of One Million Dollazs ($1,000,000.00) bodily injury and property damage combined single limit each occurrence. The required insurance coverage shall also include Personal Injury coverage for this Agreement and Independent Contractors coverage. SHC shall also maintain in force, during the term of this Agreement, Automobile Liability insurance, Comprehensive Form, which shall insure all SHC named motor vehicles used by it in connection with Work under this Agreement in the minimum amount of One Million Dollazs ($1,000,000.00) bodily injury and property damage combined single limit each occurrence. SHC agrees that County shall be named as an additional insured under such policy or policies of insurance. 5HC shall provide copies of such insurance to County. 4 ! • 8. INDEPENDENT CONTRACTOR SHC, and any agent, employee, or servant of SHC shall be deemed to be an independent contractor and not an employee, agent, or servant of County. SHC or its agents shall pay when due all required employment taxes and income tax and other taxes to be paid. 5HC acknowledges that its employees are not entitled to unemployment insurance benefits unless SHC provides such coverage and that County does not pay for or otherwise provide such coverage. SHC shall have no authorization, express or implied, to bind the County to any Agreements, liability, or understanding except as expressly set forth herein. SHC shall provide and keep in force workers' compensation insurance in the amounts required by law, and shall be solely responsible for the acts of its agents, employees and subcontractors. 9. LIENS. SHC shall keep the Property free and cleaz of any and all liens arising out of or in .connection with Work or labor done, services performed or materials supplied or fiurnished in connection with any of the Work performed by SHC or any alterations, improvement or repair of the Property done at SHC's request. SHC shall promptly and fully pay and discharge any and all liens that maybe recorded against the fee interest of the Property. 10. WARRANTIES AND GUARANTEES. SHC warrants that all Work produced under this Agreement will conform to all applicable industry standards of caze, skill and diligence and shall be performed in a good and workman like manner. There shall be a two-year warranty period, or such longer period as may be prescribed by law, from the time of completion of the Work during which time SHC shall promptly correct or remove and replace, in accordance with County's written instructions, defective work or materials and consequences thereof. Repair or replacement made under the two-year correction period shall bear an additional one-year correction period from the acceptance of the repair. or the replacement by the Eagle County Engineer. The work shall be collateralized during the correction period in an amount and type of collateral as shall be reasonably determined by the County. The work shall be inspected, at the request of SHC, no less than sixty (60) days prior to expiration of the one-yeaz additional correction period, and any deficiencies shall be noted to SHC. 11. INDENINIFICATION. The County shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage happening or occurring to the Improvements or Work specified in this Agreement prior to the completion and acceptance of the same; nor shall the County, nor any officer or employee thereof, be liable for any persons or property injured or damaged by reasons of said Work or the Improvements, but all of said liabilities shall be and aze hereby assumed by SHC. SHC hereby agrees to indemnify and hold harmless the County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which the County or any of its officers, agents, or employees may become subject to, insofaz as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, directly or indirectly, this Agreement, or aze based upon any performance by SHC hereunder; and SHC shall reimburse the County for any and all legal and other expenses incurred by the County in connection with investigating or defending any such loss, claim, damage, liability or action. 12. ASSIGNABILITY. This Agreement may not be assigned without the prior written consent of County. 13. GOVERNING LAW AND JURISDICTION. This Agreement and all disputes arising hereunder shall be governed by the internal laws of the State of Colorado and the parties agree that venue and jurisdiction over any claim arising from this Agreement shall lie in the courts of the Fifth Judicial District of Colorado. In the event of litigation, the prevailing party shall be entitled to attorney's fees and costs. 14. SEVERABILITY. It is understood and agreed by and between the parties that if any covenant, condition or provision contained in this Agreement is held to be invalid by any court of competent jurisdiction, or otherwise appeazs to be invalid, such invalidity shall not affect the validity of any other covenant, condition or provision herein contained; provided however, that the invalidity of any such covenant, condition or provision does not materially prejudice either party in its respective rights and obligations contained in the remaining valid covenants, conditions and provisions of this Agreement. 15. NONWAIVER OF RIGHTS. No waiver of default by either party of any of the terms, covenants, and conditions hereof to be performed, kept and observed by the other party shall be construed, or shall operate as a waiver of any subsequent default of any of the terms, covenants, or conditions herein contained, to be performed, kept and observed by the other party. 16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto and all other representations or statements heretofore made, verbal or written, aze merged herein, and this Agreement may be amended only in writing, and executed by duly authorized representatives of the parties hereto. 17. NOTICE. Any written notice required by this Agreement shall be deemed delivered on the happening of any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: (1) Eagle County: Eagle County Engineering Department Attn: Helen Migchelbrink, County Engineer 6 P.O. Box 850 Eagle, CO 81631 Fax: (970) 328-8789 Phone: (970) 328-3560 and Eagle County Attorney P.O. Box 850 Eagle, CO 81631 Fax: (970) 328-8699 Phone: (970) 328-8685 (2) Stevens Home Caze: Stevens Home Caze P.O. Box 2166 Edwards, CO 81632 Fax: (970) 926-5486 Phone: (970) 926-5484 • 7 IN WITNESS WHEREOF, the pazties hereto have affixed their signatures thisc~~~~'`~of 2003. a~ `~'~ co iJNTY OF EAGLE, STATE OF COLORADO, ~ ~ and Through Its * $ ARD OF COUNTY COMMISSIONERS o.~~ ~STL~~~~02~ c°~oa~-®o By: Jerk to the Boazd of 'c ael L. allagher, C ' County Commissioners STEVENS HOME CARE l ~~as By: ,~ Michael Stevens Stevens Home Caze • ~ EXHIBIT A Estimated Costs for Improvements Estimate to Provide and Remove Access Areas at Stevens Home Care 1 Mobilization: $1,000.00 2 Gravel Apron: $500.00 3 Signs $200.00 4 Repair Damaged $1,000:00 Path, C8~G, etc. 5 Demolish & Remove $1,600.00 Curb Ramps 6 Type 2 Section IIB Concrete Curb 8 Gutter 60' @ $16.15= $969.00 7 Regrade 8~ Re-Veg. $200.00 Total: $5,469.00 (Includes 2 Year Warranty) Add 10% Contingency $6,015.90 9