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HomeMy WebLinkAboutC10-024 Shadowrock PUD Snowplowing Agreement SHADOWROCK PUD SNOWPLOWING AGREEMENT THIS AGREEMENT ("Agreement"), made this Z 3 day of {~~ y~c,.~~,~/~009 between Eagle County, Colorado ("County") and Blue Ridge Investments, Ltd., a Texas limited partnership ("Blue Ridge") and Woody Ventures, LLC, a Colorado limited liability company. WITNESSETH: WHEREAS, County and Blue Ridge are parties to a Subdivision and Off-Site Improvements Agreement ("SIA") dated December 6, 2005 relating to Shadowrock PUD File No. PDF 00035, and WHEREAS, under the SIA, Blue Ridge was obligated to construct certain improvements, including streets and roads, and WHEREAS, under the SIA, Blue Ridge was required, among other things, to maintain the driving surface of Shadowrock Drive and T-•ee Farm Drive following the dedication of those streets to County; and WHEREAS, Blue Ridge has requested that County, for the benefit of its citizens already residing in the Shadowrock subdivision and who may become residents of such subdivision, to commence snowplowing of Shadowrock Drive and Tree Farm Drive pending final completion and acceptance of the improvements covered by the SIA; and WHEREAS, Tree Farin Drive may be dedicated to the County if the County grants Final Approval for an application to develop land public right-of--way pending approval of a development project located adjacent to Tree Farm Drive; and WHEREAS, County is willing to undertake such snowplowing for the benefit of its citizens on the teens and conditions set forth herein, NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Blue Ridge agree as follows: UNDERTAKINGS BY COUNTY County agrees to perform snow plowing on Shadowrock Drive and Tree Farm Drive as illustrated on Exhibit C, until acceptance by County of such roads and streets and associated improvements in accordance with the terms and conditions of the SIA, in the case of Shadowrock Drive, or until dedication to the County, in the case of Tree Farm Drive. It is understood and agreed that the County Road and Bridges policy on snowplowing of streets and roads, as applicable throughout the County in such subdivisions, shall be applicable to County's undertakings hereunder. In the event that Tree Fann Drive does not become a dedicated public right of way within five years from the signing of this agreement, County reserves the right to discontinue plowing operations on Tree Farm Drive. 0-~~-~ WAIVER, RELEASE AND INDEMNIFICATION: Blue Ridge hereby waives any and all claims against County and Woody Ventures, LLC, their members, officers, agents and employees, arising from their performance or non-performance of the County undertakings set forth in this Agreement and releases County and Woody Ventures, LLC, their members, officers, agents and employees, from liability for any such claims Further, Blue Ridge shall, to the fullest extent permitted by law, indemnify and hold harmless County and Woody Ventures, LLC and any of their members, officers, agents and employees against any losses, claims, damages or liabilities for which county or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement or are based upon any performance or nonperformance by Blue Ridge hereunder; and Blue Ridge shall reimburse County and Woody Ventures, LLC for any and all legal and other expenses incurred by County and Woody Ventures, LLC in connection with investigating or defending any such loss, claim, damage, liability or action. MISCELLANEOUS: This Agreement shall be governed and construed in accordance with the laws of Colorado. Venue for any action arising out of any dispute pertaining to this Agreement shall be in Eagle, Colorado. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of County and Blue Ridge and Woody Ventures, LLC and their respective successors and assigns. In particular, the obligations of Blue Ridge hereunder shall survive the expiration of the SIA, and upon final settlement and release of funds under the SIA, in the event of any pending claims against County or Woody Creek Ventures by any person or entity arising from County's performance of its undertakings hereunder, County or Woody Ventures, LLC, as the case may be, may withhold an amount of collateral sufficient to cover such claim or claims pending resolution of such claims. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than County or Blue Ridge or Woody Creek Ventures and their respective successors and assigns, any right, remedy or claim under or by reason hereof of by reason of any covenant or condition herein contained. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceability shall not affect the remaining provisions; such remaining provision shall be fully severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. This Agreement may be amended, modified, changed, or terminated in whole or in part only by written agreement duly authorized and executed by County, Blue Ridge and Woody Ventures, LLC. This Agreement represents the full and complete understanding of County and Blue Ridge and supersedes any prior agreements, discussions, negotiations, representations or understandings of County and Association with respect to the subject matter contained herein. The parties hereto agree that neither has made or authorized any agreement with respect to the subject matter of this instrument other than expressly set forth herein, and no oral representation, promise, or consideration different from the terms herein contained shall be binding on either party, or its agents or employees hereto. Shadowrock PUD Snowplowing Agreement Page 2 IN WITNESS WI-IEREOF, COUNTY, Blue Ridge and Woody Ventures, LLC have executed this Agreement as of the date first set forth above. ATTEST: COUNTY OF EAGLE, STATE OF COLORADO, by and through its BOARD OF COUNTY COMMISSIONERS Sara Fisher, Chairma~i Blue Ridge Investments, Ltd. BY: ~,v p~,a[o /,~ ils.. Woody Ventures, LLC T " ! v ~ v ~ ~'c? tiff /n!? ~'-v-~r• L:>Z. STATE OF Cp ~o (?>! ~o ) ~ ) SS. COUNTY OF ~aQ ~~ ) N The foregoing instrument was acknowledged before me by ~.<r~{ :i y~_/' day of ~ 3 , 2009. My commission expires: l o l o t ~~ o i 3 ~~~ LL,1 ~ 1 Q~0 ~~~c ai_ - ~ Notary Pu is STATE OF ~ p ~ ~ rq ~ ) SS. COUNTY OF ~ ~ ) FRANCY UYNN MASCARENAS NOTARY PUBLIC STATE OF COLORADO My Commission Expires S9MB9Y!!-. ~o•o~~ a o~ 9 The foregoing instrument was acknowledged before me by ~Oav ~ eQ ~ ~ r S ~ ~~,/ day of o"t 3 2009. My~commission expires: i,,, Jo , ~ ao i 3 Notary Pub FRANCY LYNN MASCARENAS NOTARY PUBLIC STATE OF COLORADO Shadowrock PUD Snowplowing Agreement My Commission Expires d416~1a~' Page 3 1 o~Ot ~.Zo ~ ~ w 0 W J m O ~ N U ~~ r W A w a~ a~ ~., F- A x v 0 0 '~ cet ..C d A U O O '~ ,~ d~ ~ um~« a i t N CD j ._ i. `-' 4 r , a ~ ~ i ~~ V t. .; 1 i i i f :~ ''. `\ i .~ ;~ i~ ,, ,~ '~ :` .~ ISOM A ASSOCIATES ~ Architecture Land Planning Project Management December 1, 2009 Greg Schroeder Eagle County P. O. Box 179 Eagle, CO 81631 RE: Shadowrock Snow Plowing Agreement Dear Greg: Accompanying is a signed Shadowrock PUD Snow Plowing Agreement which was signed by Dave Marrs for Woody Ventures, LLC.and Larry Vineyard of Blue Ridge Investments, LTD. This was signed on Monday, November 23, 2009. I do not know if the Board has to sign this but there is a signature block for the Board. As you know, this road is heavily used by local traffic to avoid the El Jebel Intersection. It is appropriate that the County snow plow this road during the winter. I believe our 2 year warranty is up in March 2010. Let me know when this document would go to the Board. Thanks, 111 ti°` ~~'7-tvr-~ Stephen "om CC: Dave Marrs Larry Vineyard K905Gregschrceder 120109 P.O. Box 9 Eagle, Colorado 81631 (970) 328-2388 FAX (970) 328-6266