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HomeMy WebLinkAboutC11-283 Vail Clinic Encroachment Easement Agreement EAGLE COUNTY. CO EU 1 1 1 b 1.7./
TEAK J SIMONTON
Pge: 5 01:54:51PM 09/01/2011
REC: 50.00 DOC: S
111111 111 1111111111 ION
ENCROACHMENT EASEMENT AGREEMENT
THIS AG EMENT (hereinafter "Agreement ") is made and entered into this �iA day of
2011 by and between Eagle County, Colorado, a body corporate an, politic, by and
thr gh its Board of County Commissioners (hereinafter "Eagle County ") and the Vail Clinic,
Inc., d/b /a Vail Valley Medical Center, a Colorado nonprofit corporation (hereinafter "VVMC ")
WITNESSETH:
WHEREAS, the VVMC owns property at 320 -344 Beard Creek Road, Edwards Medical Center
in Eagle County, Colorado (hereinafter "Subject Property"); and,
WHEREAS, in order to make expansion improvements to the Subject Property, the VVMC
desires to construct a retaining wall as shown in Exhibit "A" attached hereto and incorporated
herein by this reference (hereinafter "Improvements ") on Eagle County Road Right -of -Way
(Right -of -Way); and,
WHEREAS, Eagle County is willing to allow the Improvements to be located in the Right -of-
Way pursuant to the terms and conditions of this Agreement; and,
NOW, THEREFORE, in consideration of the terms and covenants stated herein, the sufficiency
of which is hereby acknowledged, Eagle County and the VVMC agree as follows:
ENCROACHMENT EASEMENT GRANT:
For the consideration set forth herein, the sufficiency of which is hereby acknowledged, Eagle
County hereby grants and conveys to the VVMC, their successors and assigns, a non - exclusive
easement for the Improvements within the Eagle County Right-of-Way at a location shown on
•
Exhibit "A" (hereinafter "Encroachment Easement ").
The Encroachment Easement granted in this Agreement shall be possessed and enjoyed by the
VVMC, their successors and assigns, so long as the Encroachment Easement shall be used by the
VVMC in accordance with the terms and conditions of this Agreement. In the event that the
VVMC ceases to use the Encroachment Easement in accordance with the terms and conditions of
this Agreement or otherwise fails to comply with any and all of the terms and conditions of this
Agreement, this Agreement and Encroachment Easement may be terminated upon thirty (30)
days written ,notice by Eagle County, in its sole reasonable discretion. Upon notice of
termination of the Encroachment Easement by Eagle County, VVMC shall remove and/or
relocate the Improvements at the VVMC's sole expense and restore the easement to its original
condition, or as close thereto as possible by re- grading and re- vegating the disturbed area within
the easement. If the VVMC shall fail to timely remove the Improvements and restore the
Encroachment Easement upon notice, Eagle County may do so at the VVMC's expense.
The Encroachment Easement granted by this agreement is non - exclusive and Eagle County
reserves the right to use for itself and to grant for others rights -of -way over, under, across or
frda c.ra:vah1." - C Z�
through the Encroachment Easement herein granted, provided that they do not interfere with the
VVMC's easement herein. Eagle County reserves the right to use and enjoy the premises to the
fullest possible extent without unreasonable interference with the exercise by the VVMC of the
rights granted in this agreement. Without limiting the foregoing, Eagle County reserves the right
to place along, across, under, over and through the Encroachment Easement as many electric
lines, power lines, waterlines, sewer lines, gas lines, telephone lines and other utilities as Eagle
County may desire subject only to the right of the VVMC to use the same for the purposes herein
granted.
The encroachment of the Improvements into the County's Right -of -Way shall not constitute any
relinquishment of the County's property rights whether through claims of adverse possession or
any other means.
CONSTRUCTION AND MAINTENANCE OF ENCROACHMENT EASMENT:
Construction, including replacement or significant alterations, and maintenance of the
Improvements will be the sole responsibility and expense of the VVMC. No construction shall
be commenced until approved in writing by Eagle County, such approval not to be unreasonably
withheld or delayed.
The VVMC agrees to be responsible for all ongoing repair and maintenance costs associated
with the current and any future use of the Encroachment Easement. Whenever possible, the
VVMC shall notify and coordinate with Eagle County prior to performing any maintenance to
avoid disruption within the County's Right -of -Way.
INDEMNIFICATION:
The VVMC shall, to the fullest extent permitted by law, indemnify and hold harmless Eagle
County and any of its officers, agents and employees against any losses, claims, damages or
liabilities for which Eagle 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 and the Encroachment Easement, or are based upon any performance
or nonperformance by the VVMC hereunder; and the VVMC shall reimburse Eagle County for
any and all legal and other expenses incurred by Eagle County in connection with investigating
or defending any such loss, claim, damage, liability or action.
ENFORCEMENT REMEDIES:
This Agreement shall be recorded with the Eagle County Clerk and Recorder's Office and shall
constitute covenants running with the Subject Property, as a burden thereon, for the benefit of,
and shall be specifically enforceable by Eagle County against the VVMC, its successors and
assigns.
The VVMC's obligations for restoration, repair, and indemnification shall survive termination of
this Agreement and the Encroachment Easement.
2
It is specifically understood that by executing this Agreement both Eagle County and the VVMC
commit themselves to perform pursuant to these terms contained herein. In the event that an
action is brought to enforce this Agreement, the prevailing party shall be entitled for the recovery
of its costs and fees, including reasonable attorney's fees.
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 Eagle County and the VVMC and their respective successors and assigns. Nothing
herein expressed or implied is intended or should be construed to confer or give to any person or
p p g
entity other than Eagle County or VVMC 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 both Eagle County and the VVMC. This
Agreement represents the full and complete understanding of Eagle County and the VVMC and
supersedes any prior agreements, discussions, negotiations, representations or understandings of
Eagle County and the VVMC 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.
All of the covenants herein contained shall be binding upon and inure to the benefits of the
parties hereto, their respective heirs, personal representatives, successors and assigns.
This Encroachment Easement is granted subject to prior grants of easements and other ownership
interests of record. Eagle County makes no warranties as to the title of the easement conveyed.
IN WITNESS WHEREOF, EAGLE COUNTY and ASSOCIATION have executed this
Encroachment Easement Agreement this day of , 2011.
3
ATTEST: COUNTY OF EAGLE, STATE
OF COLORADO, by and
through its BOARD OF
COUNTY COMMISSIINERS
1 4 . *' ' ' - ' : ,i
e
3
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BY: ' ...or � .4 %'� � BY:
A � .
Cler to the Board of County 's � , o n • tavney, Chairman
Commissioners °�''`
GER �t\
f (4 * OTAR y.. Iii VAIL VALLEY MEDICAL CENTER
' '
•
i 6-NA,‘ W I / t ; - BY:
t �)•• A G: p " D K m P d ent
% `\ F oF CO S L 1
My Commission Fuss 12/03012
O12
STATE OF COIOYltolo )
SS.
COUNTY OF EVIL )
The fore oing instrument was acknowledged before me by - Tryk Yom) , this 6 day
of ti_- It , 2011.
My commission expires: i 0;3,496 / a-
iril/kVh111
Notary Public
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