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HomeMy WebLinkAboutC17-099 Crawford Properties LLCAGREEMENT FOR FUNDING FOR THE EL JEBEL ROUNDABOUT PROJECT BETWEEN EAGLE COUNTY, COLORADO AND CRAWFORD PROPERTIES LLC 28 THIS AGREEMENT (rhe "Agreement") is made this day of April, 2017 by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners ("County) and CRAWFORD PROPERTIES LLC, a Colorado limited liability company ("Crawford"). Each entity may be referred to herein as a "Party" or collectively as the "Parties". RECITALS WHEREAS, County is seeking to constrict the El Jebel Roundabout project Colorado Department of Transportation Region 3 Project Reference Number: SHO 0821- 100, Construction Code No. 192.12 in Eagle County, Colorado which will benefit area residents, the community and Crawford (hereinafter the "Project"); and WHEREAS, County has received a portion of the funding for construction of the Project through the federal government and state of Colorado and the County is also contributing funds to the Project; and WHEREAS, the County put the Project out to bid and received bids in excess of the funds available for the Project; and WHEREAS, Crawford desires to have the Project built as it owns and operates businesses immediately adjacent to the Project and will benefit from Project; and WHEREAS, Crawford has therefore agreed to contribute to the cost of constructing the Project on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the Parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agrees as follows: 1. County's Obligations. County agrees that it will act as the Local Agency for purposes of receiving CDOT authorization to construct the Project and will enter into appropriate agreements for the construction of the Project. The Parties acknowledge and agree that County is entering into agreements for construction of the Project in reliance upon Crawford providing the funding as set forth herein. C 17-099 2. Crawford Obligations. Crawford shall contribute a total of two hundred thirteen thousand two hundred twenty-nine dollars and seventy-five cents ($213,229.75) to County for the Project. That contribution shall be applied by County to construction and engineering costs associated with the Project. That contribution shall be paid to County in three installments as follows: (i) The first installment shall be paid by Crawford to County in the amount of seventy thousand dollars ($70,000) on or before April 15, 2016; (ii) a second installment shal l be paid by Crawford to County in the amount of seventy thousand dollars ($70,000) on or before lune 15, 2017; and (iii) a third installment shall be paid by Crawford to County in the amount of seventy-three thousand two hundred twenty-nine dollars and seventy-five cents ($73,229.75) on or before August 15, 2017. 3. Non -Assignable. This Agreement is not assignable by either party. 4. Integrated Agcement, This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the Parties with respect thereto. 5. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the remaining provisions of this Agroement, the intention being that the various sections and provisions hereof are severable. 6. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be hand -delivered or sent by registered or certified regular mail, postage Pre -paid to the addresses of the Parties as follows. Each Party by notice sent pursuant to this paragraph may change the address to which future notices should be sent. Notice to County; lien Gerdes Eagle County Engineer 500 Broadway P.O. Box 850 Eagle, Colorado 81631 Notice to Crawford LLC: Crawford Properties LLC 0060 El Jebel Road, Unit 105 El Jebel, Colorado 81623 7. Immunity. County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C,R.S. 24-10-101, er seq., as from time to time amended or otherwise available to County or any of its officers, agents, or employees. S. Binding. Effect. This Agreement shall be binding upon and shal I inure to the benefit of the Parties hereto and their respective successors in interest. 9. Choice of Law and Venue, This Agreement shall be construed according to the laws of the State of Colorado, and venue for any action shall be in the District Courts of Eagle County, Colorado. County shall have standing to bring an action to enforce the terms of this Agreement in District Court, including but not limited to, an action for specific performance. 10. Duration. This Agreement shall remain in effect until fully performed by the Parties unless earlier amended or terminated by the Parties. H. . Authari . Each Party hereby represents and warrants that it possesses the legal authority to enter into this Agreement and that it has taken all actions required by all applicable procedures, by-laws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement and to bind them to its terms. The person executing this contract on behalf of each Party represents and warrants that such person has full authorization to execute this Agreement. 12. Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the County and Crawford. In addition, the Parties agree that the State of Colorado, Department of Transportation ("CDOT") shall have the right, but not the obligation to enforce this Agreement. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person or entity, other than CDOT. 13. Waiver. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof, No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. 14. Modification and Amendment. This Agreement is subject to such modifications as may be required by changes in a federal or state law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this Agreement on the effective date of such change as if fully set forth herein. Except as provided above, no modification of this Agreement shall be effective unless agreed to in writing by both Parties in an amendment to this Agreement that is properly executed and approved in accordance with applicable Iaw. IS. Execution bV Counte rts• Electronic Signatures., This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two farms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PIF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. CRAVtiFORD PROPERTIES LLC By. State of Colorado ) )ss. County of Eagle ) The foregoing Agreement was acknowledged before my this rf d'ay of �Aa , 2017, by as ' E�of Crawford Properties LLC, a Colorado limited liability company. Witness my hand and official seal. ' e a WENDY SANCHEZ Notary Public • Stale aI Colorado Notary ID 20124082674 0 lC a -- MY Commission Expires Dec 27, 2020 ATTEST: LI -13 Regina O'Brien, Clerk to the Board BOARD OF COUNTY COMMISSIONERS COUNTY QF FAQL-F TE OF La Jillian H. Ryan, Chair � � f EL JEBEL, CO. I+ 1 I BID SICXBDULES A & C II I � I 2 EL JEBEL RD. -------T� - -- PKG. 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