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HomeMy WebLinkAboutC12-290 Independent Contractor Agreement INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (hereinafter "Agreement ") is entered into by and between the Eagle County School District RE -50J, a Colorado body corporate and politic. (hereinafter "School District "), SPI Golf, Inc. (hereinafter "SPI "), Eagle County (hereinafter "County "), referred to collectively as "Howard Ditch Owners" or "Owners," and Stan Halvorson (hereinafter "Contractor ") and is effective on the date it is signed by the last signatory. The Owners and the Contractor are referred to in this Agreement together as the "Parties." RECITALS A. The Owners are users of the Howard Ditch (hereinafter "Ditch "), located generally in portions of Sections 3, 4, 5, and 11 Township 5 South, Range 82 West, 6 P.M., Eagle County, Colorado, and depicted on Exhibit A hereto. The Ditch diverts water from the Eagle River and conveys and delivers water to the Parties under the water rights described in the "Stipulation as to the Ownership of the Howard Ditch and Howard Ditch First Enlargement and Consent to Carriage of a Portion of the O'Neill Holland Ditch First Enlargement in the Howard Ditch" dated September 11, 1996, and recorded at Book 708, Page 213, Reception No. 604194 of the records of Eagle County, Colorado (herein "Stipulation "). SPI has acquired the interests of Ray and Ruth Miller and Singletree Golf Club and County has acquired the interest of June Creek Ranch Company in Howard Ditch Water Rights described in the Stipulation. The County also has an adjudicated right for the Berry Creek Pond evidenced by the decree of the District Court for Colorado Water Division No. 5, Case No. 03CW297, which pond storage right is filled with the County's capacity in the Ditch. The interests in the Howard Ditch described in the Stipulation and the County's Pond right decreed in 03CW297 are collectively referred to herein as the "Howard Ditch Water Rights." The County and District conveyed portions of the consumptive use credits associated with their said water rights pursuant to a Water Rights Agreement among the County, District, Upper Eagle Regional Water Authority and Edwards Metropolitan District dated September 16, 2003. Others who are not parties to this Agreement also own portions of Howard Ditch Water Rights but do not divert them at and through the Howard Ditch. B. The Owners' current use of water delivered in the Ditch generally is described below. These descriptions are not intended to limit the Owners from making future legal changes to the uses of their Howard Ditch Water Rights. 1. SPI currently uses water from the Ditch to irrigate the Sonnenalp Golf Course, open space and park lands. 2. The School District and County, and their respective predecessors in interest have historically used water from the Ditch to irrigate lands that are now the subject of a Planned Unit Development commonly referred to as the Berry Creek/Miller Ranch Project. The final plat for the Berry Creek/Miller Ranch Project Planned Unit Development is recorded at Reception No.799649 of the records of Eagle County, Colorado. The School District and County will continue to use the Ditch as a raw water irrigation system through which certain areas within the Berry Creek/Miller Ranch Project will be irrigated. CA 2)-713 C. The County, School District and SPI also have previously entered into the Howard Ditch Easement Agreement, dated June 18, 2002 and recorded at Reception No. 799277 of the records of Eagle County, Colorado, by which the County and District were authorized to relocate and enclose in pipe a portion of the Ditch to facilitate development within the Berry Creek/Miller Ranch Project (herein "Easement Agreement "). The Easement Agreement also allows the Owners to relocate or add diversion facilities along the Ditch under certain conditions. D. The School District and SPI also entered into a Howard Ditch Easement Agreement (June Creek Elementary School) dated June 27, 2007 and recorded at Reception No. 200814739, and a Howard Ditch Easement Agreement (Battle Mountain High School — SPI Golf, Inc.) dated April 8, 2008 recorded at Reception No. 200808428. E. The School District and the County also entered into a Howard Ditch Easement Agreement (June Creek Elementary School) dated September 4, 2007 and recorded at Reception No. 200814740, and a Howard Ditch Easement Agreement (Battle Mountain High School — Eagle County) dated April 8, 2008 recorded at Reception No. 200808522. F. The Parties desire to set forth the terms and conditions of their agreement concerning the maintenance and repair of the Ditch. This Agreement shall specify the work the Owners may offer the Contractor and how the Contractor will be compensated for any work he accepts from the Owners. G. The Contractor will ensure the Contractor devotes the Contractor's best efforts to the Owners' interests and business and that there is no conflict of interest between the Owners and any other business for which the Contractor works or operates on the Contractor's own. AGREEMENT Therefore, in consideration of the above Recitals (which are hereby incorporated by this reference), the Parties' rights and obligations set out below, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. Term. The term of this Agreement will be each calendar year (typically operating from April through October) and shall automatically renew each year unless terminated as provided hereunder. A majority of the Owners or the Contractor may terminate this Agreement at any time and for any reason or for no reason by giving the other Parties at least thirty days' prior notice. In addition, a majority of the Owners may terminate this Agreement immediately without prior notice if any of the following occurs: A. The Contractor breaches any provision of this Agreement; or B. The Contractor commits an act of fraud, dishonesty, or any act of negligent, reckless or willful misconduct in providing services to the Owners. 2 2. Contractor's Duties. The Contractor will provide Owners with the following services and products consistent with generally accepted industry standards. The Contractor will be the "ditch rider" and will be responsible for operating, maintaining, and repairing the Ditch in accordance with this Agreement. A. The Contractor will be responsible for maintenance and operation of Sections A, B, C, D, and E of the Ditch, as such sections are described in the map attached hereto as Exhibit A, including (without limitation) maintenance and operation of the headgate and diversion facilities, maintenance, operation, and repair of Ditch improvements, and the setting of the headgate and reading and recording of the diversions at the measuring flume. B. Maintenance and repair of the Ditch, totaling less than $7,500.00 in the aggregate per year and deemed by the Contractor as necessary for the proper and safe operation of the Ditch, may be undertaken by the Contractor without prior approval of the Owners. Such maintenance and repair does not allow the Contractor to relocate any portion of the Ditch or, to the extent applicable, any Ditch laterals without prior consent of the affected Owners. C. Any Owner and /or the Contractor may propose improvements to the Ditch, or maintenance and repairs to the Ditch in excess of $7,500.00 in the aggregate per year. The proposal shall be made to the Owners in writing and shall include a reasonably accurate estimate of costs. Improvements, or maintenance or repairs in excess or $7,500.00, shall be performed only after the written consent of a majority of the Owners has been obtained. Costs associated with any such work shall be divided among the Owners in accordance with the provisions of Paragraph 6 below and each Owner agrees to pay their share of such costs. In the event that a majority vote is not obtained, any such work may be performed by the Contractor at the sole expense of the Owner desiring to undertake such work, provided that the written consent of the other affected Owners has been obtained, which consent will not be unreasonably withheld. D. Non - essential maintenance, repair or improvement of the Ditch shall not be performed if it will adversely affect the delivery of water to any Owner. E. In the event of an emergency, the Contractor shall perform the minimum work necessary to safely operate the Ditch without prior consent of the Owners, and shall notify the Owners of the actions taken. The costs of any emergency work shall be divided among the Owners in accordance with the provisions of Paragraph 6 of this Agreement. 3 F. The Contractor will deliver water to the Owners' laterals off the main Ditch in proportion to their ownership interest in the Howard Ditch in accordance with the provisions of Paragraphs 4 and 5 of this Agreement. Any Owner who does not wish to receive water will advise the Contractor accordingly. The Contractor will operate the Ditch in a manner consistent with any diversion and delivery schedule agreed upon by all of the Owners. The Contractor will maintain written records of the diversions at the headgate weir, and will provide such records to the Owners each month at the same time that the Contractor submits his invoice for Compensation. G. The Contractor will be in regular contact with the Owners and will provide them with the combination to the lock on the headgate. The Contractor will also provide advance notice to the Owners of the date water will be turned into the Ditch in the spring and turned off in the fall, and will provide advance notice to the affected Owners by telephone of any changes in the amount of water delivered to their laterals, so that the Owners can make any desired adjustments to their individual irrigation systems. H. The Contractor will provide his telephone number to the Owners. I. By the 10th day of each month, the Contractor will submit an invoice to the Owners. The invoice will include (i) an itemization of the Contractor's reimbursable expenses (e.g., materials for maintenance and repair of the Ditch), (ii) a reasonable description of the work performed and time incurred, and (iii) an identification of the Section of the Ditch that benefited from the expenses or work with an allocation of charges among the respective Owners in a manner consistent with Paragraph 6 of this Agreement. So long as the Contractor's invoice is in the appropriate form and contains the required information, it shall be paid within thirty days of receipt. J. If the Contractor will be out of the area or otherwise unavailable for any period exceeding 24 hours during the term of this Agreement, then Contractor will hire at his own expense an independent subcontractor who will perform Contractor's duties during the Contractor's absence; provided, however, that the Contractor shall notify the Owners in advance of his absence and Owners must approve of the independent subcontractor. The Contractor will provide the independent subcontractor's telephone number to Owners. 3. Compensation. For all services the Contractor performs under this Agreement, the Owners will pay the Contractor compensation as specified in this paragraph (hereinafter "Compensation "). The Contractor will be responsible for invoicing the Owners for Compensation each month in accordance with this Agreement. Contractor's Compensation shall be $40.00 per hour not to exceed $9,240.00 per year for the ditch rider services and $7,500.00 per year for Maintenance and repair of the Ditch as stated in 2.B for a total of $16,740.00. 4 4. Water Rights Ownership. The Owners agree that their respective ownership interests in the Howard Ditch Water Rights are as follows: Right in CFS SPI School District Eagle County Howard Ditch, Priority No. 180 0.74 0.00 0.00 Howard Ditch, First Enlargement 0.52 3.42 5.27 Priority No. 385 O'Neill & Holland Ditch 0.00 3.29 0.00 Subsequent to the Stipulation, portions of the County's and the School District's Howard Ditch, First Enlargement water rights were conveyed to the Upper Eagle Regional Authority. In addition, the County owns all of the pond storage right decreed in Case No. 03CW297. 5. Carriage Interests and Limitations. A. The course and length of the Howard Ditch from its point of diversion from the Eagle River to the point at which water is returned to the Eagle River and the Owners' respective points of diversion from the Ditch are shown on Exhibit A. B. The Stipulation provided consent for the School District to carry its O'Neill & Holland Ditch Water Rights in the Howard Ditch provided that the School District's total diversions under its water rights was limited in paragraph 6 to 4.3 cfs, subject to the rights of all Owners recognized in paragraph 7 to use excess Ditch capacity. Therefore, the Owners' respective ownership interests and carriage interests for purposes of calculating operation, maintenance and repair obligations for Ditch facilities owned in common by all of the Owners are agreed to be as follows: Owner Water Right Percentage Eagle County 5.27 cfs 48.7 School District 4.30 cfs 39.7 SPI 1.26 cfs 11.6 Total 10.83 cfs 100 6. O &M Costs. The Owners are responsible for the operation, maintenance, repair and replacement of the Ditch headgate, measuring flume, Segments A, B, C, D and E of the Ditch, and the access road from the Ditch headgate down -ditch to its existing terminus. Costs of operating the river headgate shall be divided equally among the Owners, and maintenance and repair costs shall be divided among the Owners in accordance with their respective interests described below. Each Owner is individually responsible for the installation, operation, maintenance and repair of facilities used to divert its own water from the Ditch and any facilities used exclusively for the Owner's own use. The School District and County are responsible for maintenance and repair of the pipeline they constructed in the Ditch pursuant to the Easement 5 Agreements described above. Except as stated below, and in the Stipulation and Easement Agreements, the Owners shall share Ditch operation, maintenance and repair costs upstream of their respective points of diversion from the Ditch and in the tail water ditch (Segment E) proportionate to their ownership interests stated in percentages of obligation as set forth below. Ditch Segment County District SPI A 48.7% 39.7% 11.6% B 50.0% 50.0% 0.0% C 100.0% 0.0% 0.0% D 0.0% 0.0% 100.0% E 48.7% 39.7% 11.6% The County and the District shall remain responsible for the costs to maintain, repair, and replace the pipeline and related facilities installed pursuant to the 2002 Easement Agreement, and such costs shall be allocated separately among the County and the District as provided in the 2002 Easement Agreement. The District shall remain responsible for the costs to maintain, repair, and replace the pipelines and related facilities installed pursuant to its Easement Agreements for the June Creek Elementary School and the Battle Mountain High School. If any Owner adds a new diversion facility on a segment of the Ditch that they are not currently using, that Owner shall be obligated to pay its pro rata share of maintenance costs for that segment, and the percentages described above shall be adjusted accordingly. Otherwise, no Owner shall be obligated to contribute to costs for any portion of the Ditch located between that Owner's last point of diversion from the Ditch and the beginning of the tail ditch. The Owners agree that if they are able to recover funds to cover such costs from other persons or entities claiming interest in the Howard Ditch, such funds shall be allocated among the Owners and credited toward their obligations hereunder based on their percentage interests. 7. Owners' Rights. The Owners each hereby approve use of the Ditch by the other Owners to divert and deliver other water in the Howard Ditch provided that such use of the Ditch shall be subordinate to the other Owners' deliveries of their respective Howard Ditch Water Rights through the Ditch, and provided that such use is authorized by an approved substitute water supply plan or court decree. If in the future a dispute arises regarding two or more of the Owners' competing rights to use the excess capacity of the Ditch, then use of such excess capacity shall be divided pro rata based on the Owners' ownership interest in the Howard Ditch Water Rights. Water diverted under the Howard Ditch Water Rights, limited by the capacities shown in paragraph 5 (B) will always be entitled to first priority use of the Ditch. The Owners shall not otherwise, without the prior written approval of the other Owners, recognize in or grant to any third party a right to use the Ditch as a storm water drain or conduit for water other than water diverted and delivered under the Howard Ditch Water Rights. 8. Reasonable Care. The Owners and the Contractor shall exercise reasonable care in their use of the Ditch and properties adjacent to the Ditch in order to avoid interference with the other Owners' rights to receive water from the Ditch. No Owner or the Contractor shall introduce or authorize the introduction of pollutants into the Ditch. The Parties shall use their best efforts to prevent the introduction of pollutants into the Ditch by third parties. 6 9. Ditch Modifications. Prior to any modification of the existing Ditch structure on shared Segments A, B, and E of the Ditch, the modifying Owner shall submit plans and specifications for the proposed modifications to the other Owners for review and comments. In the event of negative comments, the Owners agree to work in good faith to reach a compromise regarding the modifications. SPI's installation of a pump station to divert its water in its Ditch Segment D downstream of the piped portion shall not be considered to be a "modification" subject to this provision. Installation at other locations shall be carried -out pursuant to the applicable Easement Agreements, or, if not applicable, pursuant to this paragraph. Each Owner shall have no responsibility or obligation to pay any costs for any modifications made by any other Owner or for any increase in regular maintenance resulting from such modifications. The delivery of water through the Ditch shall continue uninterrupted during construction or maintenance on the Ditch, unless the prior written consent of all Owners has been obtained. Any Owner making any modification to the Ditch shall take reasonable steps when performing such work to minimize any inconvenience to any other Owner. 10. Records and Accounting. Each Owner shall be responsible for accounting and reporting its own water diversion and use to the State water officials or others under their decrees. The Owners shall cooperate to provide the other Owners, upon request, any records that they maintain of Ditch diversions and deliveries for the purposes of consistency in water rights accounting necessary to submit reports to the Division Engineer's Office. This provision does not bind any Owner to keep any specific records of any nature except as they may have separately agreed to do so. 11. Meetings. At the request of any Owner or the Contractor, a meeting of Parties shall be held at a time and place mutually agreed upon to discuss the following year's ditch operations and consider whether to perform maintenance or repairs on shared segments of the Ditch, the timing and cost associated with the same, and the terms upon which the same shall be performed. Such a meeting shall be held at least annually in August so that the Parties can anticipate work needed for the next following irrigation season and make appropriate budgeting decisions and commitments. All such maintenance and repairs on shared segments of the Ditch shall be agreed to by the Owners as set forth above. 12. Notices. All notices, requests, consents, and other communications pertaining to this Agreement shall be transmitted in writing and shall be deemed duly given within 3 days of mailing, or when received by the Parties if hand delivered, at their addresses below or any subsequent addresses provided to the other Parties in writing: Notice to Contractor: Stan Halvorson P.O. Box 1122 Vail, CO 81657 970- 949 -1331 7 Notice to Eagle County: Notice to Eagle County Facilities: P.O. Box 850 Eagle, CO 81631 970- 328 -8882 With copy to: Eagle County Attorney's Office P.O. Box 850 Eagle, CO 81631 970 - 328 -8691 Notice to School District: Diana Scott Director of Facilities P.O. Box 740 Eagle, CO 81631 970 - 328 -1338 With copy to: Jeffery J. Kahn, Esq. Lyons Gaddis Kahn & Hall, PC P.O. Box 978 515 Kimbark St., 2nd Floor Longmont, CO 80502 -0978 (303) 776 -9900 Notice to SPI: SPI Golf, Inc. d/b /a Sonnenalp Golf Club C/o Johannes Faessler 20 Vail Road Vail, CO 81657 (970) 479 -5470 With Copy to: Richard A. Johnson, Esq. Johnson & Repucci, LLP 2521 Broadway, Suite A Boulder, CO 80304 8 (303) 442 -1900 13. Independent Contractor. It is expressly acknowledged and understood by the Parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between Owners and the Contractor. The Contractor and his employees and agents shall be, and shall perform as, independent contractors, and this agreement is executed in part rebut the presumptions regarding employment set forth in C.R.S. § 8-40 - 202(2). No officer, agent, subcontractor, employee, or servant of the Contractor shall be, or shall be deemed to be, the employee, agent or servant of Owners. The Contractor shall be solely and entirely responsible for the means and methods to carry out the services under this Agreement and for the Contractor's acts and for the acts of his agents and employees, and servants during the performance of this Agreement. Neither the Contractor nor his officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of the Owners. Because the Contractor is not an employee of Owners and is an independent contractor, the Contractor is NOT entitled to workers' compensation benefits from Owners. Owners will NOT withhold any amounts from any moneys earned by the Contractor pursuant to this Agreement, and the Contractor acknowledges his duty to pay federal, state and local taxes on any moneys earned pursuant to this Agreement, including income, social security, Medicare and other taxes. 14. Insurance. At all times during the term of this Agreement, the Contractor shall maintain insurance on his own behalf in the following minimum amounts: A. Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; B. Comprehensive Automobile Insurance shall be carried in the amount stated in 14.C, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. C. Comprehensive liability and property damage insurance issued to and covering the Contractor and any subcontractor with respect to all Work performed under this Agreement and shall also name Owners as an additional insured, in the following minimum amounts: Bodily Injury Liability: $500,000 Each Person: $250,000 Each Accident or Occurrence: $250,000 Property Damage Liability: $500,000 Each Accident or Occurrence: $250,000 9 D. The Contractor shall purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to Owner upon execution of this Agreement. 15. Indemnification. To the extent allowed by law, the Owners shall indemnify, hold harmless, reimburse and defend the Contractor against any claim of or liability to any third person (including attorney fees, court or arbitration costs and any judgment or award), arising out of or resulting from the operation or maintenance of the Ditch provided that any such claims are not caused in whole or in part by any negligent acts, errors or omissions of the Independent Contract. The Contractor shall indemnify, hold harmless, reimburse and defend the Owners against any claim of or liability to any third person (including attorney fees, court or arbitration costs and any judgment or award), arising out of or resulting from the Contractor's work as performed under this Agreement, provided that any such claim, and all damages resulting therefrom are caused in whole or in part by the negligent acts, errors or omissions of the Contractor. 16. Contractor's Representations. In order to induce Owner to enter into this Agreement, Contractor makes the following representations: A. The Contractor has familiarized himself with the nature and extent of the services to be provided hereunder and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the services. B. The Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. 17. Provision Mandated by C.R.S. § 8 -17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES A. If the Contractor has any employees or subcontractors, the Contractor shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Agreement. By execution of this Agreement, the Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Agreement and that the Contractor will participate in the E- verify Program or other Department of Labor and Employment program ( "Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. B. The Contractor shall not: (i) . Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement . C. The Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in the E -verify 10 Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm D. The Contractor shall not use either the E -verify program or other Department Program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. E. If the Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the Owners within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (E) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. F. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5- 102(5). G. If the Contractor violates these prohibitions, the Owner may terminate the Agreement for a breach of the Agreement. If the Agreement is so terminated specifically for a breach of this provision of this Agreement, the Contractor shall be liable for actual and consequential damages to the Owners as required by law. H. The Owners will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Agreement and an Owner terminates the Agreement for such breach. 18. Miscellaneous: A. In the event of litigation between the Parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 11 B. Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. C. This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the Parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. D. This Agreement represents the entire Agreement between the Parties hereto. There are no contract documents other than this Agreement. The Agreement may only be altered, amended, or repealed in writing. E. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. F. This Agreement shall inure to the benefit of, and be binding upon, the Parties, their assigns, transferees, and successors in interest. G. The financial obligations of the County, School District and of any governmental successor of the other Parties, pursuant to this Agreement shall be subject to the annual budgeting and appropriation of funds therefore in accordance with Colorado law. The County, School District, and any governmental successor of the Owners shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31, 2011, without an appropriation in accordance with a budget adopted in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). H. This Agreement is not to be construed as a contractual waiver of any immunities or defenses provided by the Governmental Immunity Act, §24 -10 -101, et seq., C.R.S., or other statutes or common law. I. This Agreement may be amended from time to time by amendments made by the Parties in written form and executed in the same manner as this Agreement. J. Each person executing this Agreement on behalf of an Owner represents and warrants that he or she has been duly authorized by the Owner to execute this Agreement and has authority to bind the Owner to the terms and conditions hereof. K. Contractor may only assign his rights under this Agreement with the written consent of a majority of the Owners. / /REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK// 12 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as follows:. CONTRACT "' - T -c__- nn 04 Y 0�1 By: AMI/ date: o� Stan Halvorson COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its co BOARD OF COUNTY COMMISSIONERS oi ATTEST: I �? .00 . _ oo �r /.� date: g Cler to the Bo r d of Lc)" - / # 1 . 0 1 7 eaJ County Commissioners Chairman EAGLE COUNTY SCHOOL DISTRICT, RE -50J n r By: !�/ date: b /3 / /.Z-_ Philip Onofrio, Chief Financial Officer Eagle County School District RE -50J SPI GOLF, INC. 1 , By: I!_ date: /IS41 lZ Johannes Fay ssler, President 13