HomeMy WebLinkAboutC17-198 Eagle County Charter AcademyAGREEMENT BETWEEN
EAGLE COUNTY, COLORADO
AND
EAGLE COUNTY CHARTER ACADEMY
FOR
CONSTRUCTION OF SIDEWALK IMPROVEMENTS AND ONGOING
MAINTENANCE
THIS AGREEMENT (the "Agreement") is made this 06/13/2017 , by and
between Eagle County, Colorado, a body corporate and politic, acting by and through its Board
of County Commissioners ("County") and the Eagle County Charter Academy, (hereinafter
"ECCA"). Collectively these entities are referred to as the "Parties" and individually these
entities are referred to as defined above or as a "Party."
RECITALS:
WHEREAS, Eagle County is the owner of a road Right -of -Way along Charter School
Road (which is also known as "Cemetery Road") in Eagle County, Colorado, where certain
sidewalk improvements are located, which are identified in the aerial maps attached hereto as
Exhibit A and Exhibit B, and described in the description attached hereto as Exhibit C, all of
which are incorporated herein by this reference (the "Sidewalk"); and
WHEREAS, ECCA desires, at its sole cost and expense, to improve the Sidewalk by
construction of a cement brick retaining wall and addition of crusher fines gravel to the
specifications identified in Exhibit D (the "Improvements"), and to accept all maintenance
responsibilities for the Sidewalk and Improvements; and
WHEREAS, the County is willing to allow construction of the Improvements to the
Sidewalk in the County's Road Right of Way pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Parties desire to enter into this Agreement to allow ECCA to construct
the Improvements to the Sidewalk and to set forth the Parties' agreement concerning the ongoing
maintenance of the Sidewalk, including the Improvements.
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 agree as follows:
1. Construction of Improvements
C17-198
A. Temporary Construction Easement Grant. For the consideration set forth herein, the
sufficiency of which is hereby acknowledged, Eagle County hereby grants and conveys to ECCA,
its successors and assigns, a non-exclusive, temporary easement for the purposes of constructing
the Improvements within the Eagle County Road Right -of -Way at the locations shown on Exhibit
A and Exhibit B (hereinafter "Construction Easement").
B. Construction of any Improvements to the Sidewalks contemplated under this Agreement
shall be in accordance with the specifications contained in Exhibit D and may not be commenced
until issuance of all required permits, and approved in writing by Eagle County. All construction
shall comply with Eagle County Land Use Regulations and any conditions imposed by permits
issued by Eagle County.
C. ECCA must seek additional or new permitting from Eagle County to construct
improvements other than as identified in Exhibit D.
2. Maintenance Responsibilities.
A. ECCA, at its sole cost and expense, shall provide all maintenance of the Sidewalk and the
Improvements, which shall include but not be limited to, snowplowing, sweeping, repair,
restoration and replacement as necessary so that the Sidewalk and the Improvements are kept in a
safe and serviceable condition for access by the public at all reasonable times.
B. ECCA agrees to be responsible for all removal of snow that may accumulate on or around
the Sidewalk as the result of natural accumulation or snowplowing operations.
C. ECCA agrees to be responsible for all ongoing repair and maintenance costs associated
with the current and any future use of the Sidewalk. Whenever possible, ECCA shall notify and
coordinate with Eagle County prior to performing any non -routine maintenance to avoid
disruption within the County's Road Right -of -Way.
3. County's Obligations. County shall have no further obligations related to the Sidewalks
or Improvements whether for maintenance or any other purpose, financial, or otherwise.
4. Indemnification. ECCA assumes all liability associated with construction of the
Improvements and maintenance of the Sidewalks. Accordingly, to the extent permitted by law,
ECCA hereby releases, and shall indemnify and hold harmless County, and any of its officers,
agents and employees against any losses, claims, damages or liabilities including but not limited
to damage to real or personal property, or injury and or death to persons, for which County 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 ECCA
or any of its officers, employees, representatives, invitees, contractors, sub -contractors or agents
hereunder.
5. Insurance. ECCA agrees to obtain and maintain at all times commercial general liability
("CGL") insurance, which policy shall provide for insurance coverage consistent with the limits
of liability under the Colorado Governmental Immunity Act.
6. Independent Contractor Status. The Parties to this Agreement intend that the relationship
between them is that of independent contractor. Any agent, employee, or servant of a Party shall
not be deemed to be an employee, agent, or servant of the other Party. Other than requiring that
the ECCA comply with this Agreement, County shall not attempt to oversee or supervise the
work or actions of ECAA or its employees, contractors, subcontractors, consultants, servants or
agents in the course of completing work under this Agreement.
7. Non -Assignable. This Agreement may not be assigned by either Party without advance
written approval of the other. Any attempt to assign this Agreement without such consent shall
be void.
8. Integrated Agreement. This Agreement constitutes the entire Agreement between the
Parties and all other promises and agreements relating to the subject of this Agreement, whether
oral or written, are merged herein.
9. Severability. The invalidity, illegality or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision hereof.
10. 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: Ben Gerdes
Eagle County Engineer
500 Broadway
P.D. Box 850
Eagle, Colorado 81631
With a copy to: Eagle County Attorney
500 Broadway
P.D. Box 850
Eagle, Colorado 81631
Notice to ECCA: Kimberly Walter
Principal
1105 Miller Ranch Road
Edwards, CO 81632
11. Immunity. The Parties agree and understand that both Parties are relying on and do not
waive, or intend to waive by this Agreement, the monetary limitations, rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101, et seq., as
from time to time amended or otherwise available to the parties or any of their officers, agents, or
employees.
12. Binding Effect. The rights and obligations of the Parties under this Agreement shall be
binding upon and shall inure to the benefit of the Parties and their respective successors and
assigns.
13. 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 Court of Eagle County,
Colorado. County shall have all remedies available to it in law or equity to enforce the terms of
this Agreement, including an action for specific performance and injunctive relief.
14. Duration. The Temporary Construction Easement shall remain effective until completion
of the Improvements in accordance with Exhibit C. The remainder of the Agreement shall
remain in effect unless amended or terminated by mutual written agreement of the Parties.
15. Authority. Each of the Parties warrant that they possesses the legal authority to enter into
this Agreement and that they have taken all actions required by all applicable procedures, by-
laws, and/or applicable law to exercise that authority, and to lawfully authorize their undersigned
signatory to execute this Agreement and to bind them to its terms. The person executing this
Agreement on behalf of each Party warrants that such person has full authorization to execute
this Agreement.
16. No Third Party Beneficiaries. It is expressly understood and agreed that the 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 the ECCA. Nothing contained herein
shall give or allow any claim or right of action whatsoever by any other third person or entity.
17. Waiver. The waiver of any breach of a term, provision or requirement of this Agreement
shall not be construed or deemed a waiver of any subsequent breach of such term, provision or
requirement, or of any other term, provision or requirement.
18. Entire Agreement and Modification. 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 ECCA. This Agreement represents the full and complete
understanding of Eagle County and ECCA and supersedes any prior agreements, discussions,
negotiations, representations or understandings of Eagle County and ECCA with respect to the
subject matter contained herein.
19. No Personal Liability. No elected official, director, officer, agent or employee of either
Party shall be charged personally or held contractually liable by or to the other Party under any
term or provision of this Agreement or because of any breach thereof or because of its or their
execution, approval or attempted execution of this Agreement.
20. Recitals. The Recitals set forth above are incorporated herein, by reference.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of
the day and year first above written.
ATTEST:
BY:
Clerk to the Board of County
Commissioners
STATE OF COLORADO)
)SS.
COUNTY OF EAGLE )
COUNTY OF EAGLE, STATE
OF COLORADO, by and
through its BOARD OF
COUNTY COMMISSIONERS:
BY: « .
Jillian H. Ryan, Chairman
EAGLE COUNTY CHARTER
ACADEMY
BY:
Its: �j"c.�
The foregoing instnunent was acknowledged before me by [Lv` i c�-PJ
of Eagle County Charter Academy this day of VVIL:!.j , 2017.
My commission expires:
Notary Public
YVO NE M ATENCIO
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 199640183§2
MY COMMISSION EXPIRES NOVEMBER 15, 2017
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EXHIBIT C
10 FOOT MAINTENANCE EASEMENT
A description of a 10.00 foot wide maintenance agreement located in Charter School Road,
Berry Creek 1 Miller Ranch PUD, a subdivision located in Eagle County, State of Colorado,
according to the recorded PUD at Reception Number 799649, recorded June 25, 2002 of the
records of Eagle County, Colorado, the northerly line of said maintenance agreement being more
particularly described as follows;
BEGINNING at the Southeast corner of said Tract G, from which the Easterly line of Tract G,
said Berry Creek 1 Miller Ranch PUD bears N 02°55'l 8" E 37.47 feet (Basis of Bearing), thence
N 79°00'05" W 108.99 feet to a point of curve to the right;
Thence Northwesterly, 100.51 feet along the arc of said curve to a point tangent, said arc having
a radius of 170.00 feet, a central angle of 33°52'27", and being subtended by a chord that bears
N 62003'53" W, 99.05 feet;
Thence N 45°07'40" W, 444.03 feet to a point of curve to the left;
Thence Northwesterly, 393.41 feet along the arc of said curve to a point tangent, said arc having
a radius of 420.00 feet, a central angle of 53°40'06", and being subtended by a chord that bears
N 71057'43" W, 379.18 feet;
Thence S 81'12'14" W 225.11 feet, and said line there TERMINATING.
NOTE: The intent of this legal description is to roughly locate a sidewalk and wall located on the
northerly side of Charter School Road on the north side of the existing asphalt road as it exists.
The 10.00 foot wide agreement starts at the top back of curb and goes 10.00 feet in a northerly
direction along said Charter School Road to the beginning of C19 as shown on said plat.
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