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HomeMy WebLinkAboutC21-256 Cordillera Valley Club SIADocuSign Envelope ID: 93A68722-27E9-419C-AC09-CF130117E982C SUBDIVISION AND OFF -SITE IMPROVEMENTS AGREEMENT CORDILLERA VALLEY CLUB, FILING 10 FILE No. PDF-009123-2020 THIS SUBDIVISION AND OFF -SITE IMPROVEMENTS AGREEMENT ("Agreement') is made and entered into this 7/20/2021 , by and between Cordillera Valley Club Land Company, LLC, a Colorado limited liability company (hereinafter "Subdivider") and the County of Eagle, State of Colorado (hereinafter "County"). WITNESSETH WHEREAS, the Subdivider, as a condition of approval of the Final Plat of the Cordillera Valley Club, Filing 10 (hereinafter referred to as the "Subdivision"), desires an Agreement as provided for by the Land Use Regulations of Eagle County, Colorado, as amended ("hereinafter referred to as "Land Use Regulations") Chapter II, Section 5-280.B.5.e. and C.R.S. § 30-28-137; and WHEREAS, pursuant to the same authority, the Subdivider is obligated to provide security or collateral sufficient in the judgment of the County to make reasonable provisions for completion of certain public improvements as referenced in the attached Exhibit A (the "Subdivision Improvements"); and WHEREAS, as a condition of approval of the final plat of the Subdivision, the Subdivider is obligated to provide security and collateral sufficient in the judgment of the County to make reasonable provision for completion of the Subdivision Improvements; and WHEREAS, pursuant to Chapter II, Section 4-620.9 of the Land Use Regulations and C.R.S. § 43-2-147, the Subdivider shall provide access for all lots and parcels it creates to the state highway system in conformance with the State Highway Access Code. NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained to be kept and performed by the parties hereto, it is hereby understood and agreed as follows: I. SUBDIVISION IMPROVEMENTS. l .1. Subdivision Improvements. The Subdivision Improvements are deemed to include all public improvements, as set forth in all documents, construction drawings for Cordillera Valley Club, Filing 10, dated April 21, 2021, designs, maps, specifications, sketches, cost estimates and other materials submitted by the Subdivider prior to or at final plat approval and accepted by the County. Such Subdivision Improvements shall include roads, trails, utilities and other similar public improvements as set forth in Exhibit A. 1.2. Scope of Work. The Subdivider hereby agrees, at its sole cost and expense, to furnish all necessary equipment and materials, and to complete all Subdivision Improvements as referenced in the attached Exhibit A, and as set forth in all documents, construction drawings, Eagle County, CO 202116680 Regina O'Brien 07/22/2021 Pgs: 14 11:31:29 AM C21-256 ROC: $0.00 DOC: $0.00 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C C designs, maps, specifications, sketches, and other materials submitted by the Subdivider prior to or at final plat approval and accepted by the County, and in accordance with all laws of the United States of America, State of Colorado, County of Eagle, and their respective agencies and affected governmental entities. Such performance shall include acquisition of all necessary rights -of -way and easements. 1.3. Duties of Subdivider. For those Subdivision Improvements required herein, including but not limited to the reconstruction and physical improvement of that portion of any road subject to this Agreement, the Subdivider shall retain an engineer whose duties shall include construction staking, observation of construction for conformance to the approved plans and specifications, and materials sampling, testing and inspection using the Colorado Department of Highways 2018 Field Materials Manual as a guide for frequency of sampling and testing. 1.3.1. Construction Staking. Where applicable and by way of example only, the following is a highlighting of the construction staking that will be required of the Subdivider: 1. a.) Roadway - horizontal and vertical control every 50 feet or every 25 feet in critical areas, specifically including: -slope staking -points of curvature -points of tangency -fillet radius points -culverts -transition points for super -elevation -finished sub -grade -finished gravel 2. b.) Water, Sewer, and Other Utilities - horizontal and vertical control every 100 feet, or every 50 feet in critical areas. 1.3.2. Testing. Where applicable and by way of example only, the following is a highlighting of the acceptance testing that will be required of the Subdivider: 3. a.) Utility and drainage culvert trench backfill under roadway prisms - one density test per 200 C.Y. of backfill or a minimum of one test per roadway crossing. This will require daily visits to the site by a testing laboratory when utilities or drainage culverts are being backfilled within the roadway prism. 4. b.) Embankments for roadways - one density test per 2,000 C.Y. of any additional embankment(s); and one density test per 500 C.Y. when within 100 feet of bridge approaches." feet of roadway. c.) Finished sub -grade - one density test per 250 lineal 2 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C 6. d.) Aggregate base course - one in -place density per 250 lineal feet of roadway, and gradation and Atterberg Limits test per 2000 tons of aggregate base course. 7. e.) Hot Bituminous Pavement - two asphalt content, gradation and in -place density tests per day's production. 8. £) Concrete - Curb and Gutter, Sidewalks and Bikepaths - tests for air content, slump and compressive strength per 50 C.Y. of concrete placed or minimum of one set of tests per day. 1.3.3. Notification/Road Construction. Subdivider or its Engineer shall notify the Eagle County Engineer for the purpose of arranging an on -site inspection no less than forty-eight (48) hours in advance of the following stages of road construction: 1.) Finished subgrade 2.) Finished Aggregate Base Course 3.) Asphalt Placement. 4.) Concrete - Curb and Gutter, Sidewalks and Bikepaths The County Engineer shall make an on -site visit within the forty-eight (48) hours notification period for the purpose of observing proof rolls on items 1) and 2) above and for general observation of construction methods being employed at these stages. Said on -site inspection by the Eagle County Engineer shall in no way abrogate the duties of the Subdivider outlined elsewhere in this Agreement. The Subdivider shall provide the proof rolling by arranging for a loaded single unit truck carrying 18,000 pounds per rear axle. 1.3.4. Witnessing of Water and Sewer Laterals. It is essential that the ends of these laterals be witnessed by the Subdivider's engineer to a minimum of three divergent points and a permanent record made of the same. Copies of these records are required to be furnished to the Eagle County Engineer prior to acceptance of the Subdivision Improvements by the County. In addition to witnessing of the horizontal location of these laterals, a vertical witness shall be required. Horizontal witnessing shall be to property corners, fire hydrants, manholes, and other "permanent" features. Vertical witnessing shall be based on depth below ground and elevation based on a datum used for the subdivision. Bench marks shall be shown on witness records. 1.3.5. Test Reports. All test reports shall be consecutively numbered, with copies furnished directly to the Eagle County Engineer from the laboratory as they are reported to the Subdivider or its engineer. 1.3.6. As -Built Record Drawings of Subdivision Improvements. As -Built, record drawings, sealed, signed and dated by a Registered Professional Engineer showing the as - constructed horizontal and vertical locations of Subdivision Improvements shall be submitted to the Eagle County Engineer prior to completion of the two year warranty period and the final release of Subdivision Improvements Collateral by the County. This shall include as -built drawings in an electronic form acceptable to the County Engineer. DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9132C 1.3.7. Affidavit of Monumentation. An Affidavit of Monumentation sealed, signed and dated by a Registered Professional Land Surveyor stating that the subdivision has been monumented in accordance with §38-51-105, C.R.S., and Chapter II, Section 5-280.5.a (1)(a) of the Land Use Regulations shall be provided to the Eagle County Engineer prior to the acceptance of the Subdivision Improvements by the County. 1.4. Compliance with Colorado Department of Highways Access Code. Subdivider shall provide the County with designs in compliance with the Colorado Department of Highways Access Code for all road improvements. 1.5. Date of Completion. All Subdivision Improvements shall be completed on or before November 15, 2021 in accordance with the construction schedule attached hereto as Exhibit B. 1.6. Approval and Acceptance of Work. 1.6.1. Copies of all test results corresponding to work which is being inspected and any other information which may be necessary to establish the satisfactory completion of the work for which inspection is requested must be submitted prior to said inspection. All such information shall be accompanied by a letter from the Subdivider's engineer verifying the satisfactory completion of the work performed to date. 1.6.2. Notwithstanding Section 1.3.3 above, promptly after receiving a request for inspection and the required documentation, the County Engineer shall review the information presented and, if necessary, make an on -site inspection of the work completed. 1.6.3. All said work shall be done to the reasonable satisfaction of the County Engineer and/or the County Department of Community Development, and shall not be deemed complete until approved and accepted as complete by the County. 1.7. Estimated Costs of Subdivision Improvements. The total estimated cost of the Subdivision Improvements is the sum of $85,052, as set forth on Exhibit A. To secure and guarantee performance of its obligations as set forth in this Section 1, including the completion of the required Subdivision Improvements, the Subdivider hereby agrees to provide security and collateral for the Subdivision Improvements in the form and as set forth in Section 2, below. 1.8. Traffic Control Plan. Subdivider agrees to submit a traffic control plan to be approved by the Eagle County Engineering Department prior to any work commencing. 1.9. Maintenance of Subdivision Improvements. The Subdivider. property owner and/or future homeowners association shall be responsible for the maintenance, repair and replacement of the Subdivision Improvements. 2. SECURITY and COLLATERAL. 2.1. Subdivision Improvements Collateral. In order to ensure installation of necessary Subdivision Improvements, including all public improvements planned to accommodate the development, the Subdivider shall provide no less than one hundred percent (100%) of the 4 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C current estimated cost of such Subdivision Improvements, as estimated by the County Engineer. The security and collateral for the Subdivision Improvements required in Section 1.7 as security for the performance by Subdivider of its obligations under this Agreement, shall be in the amount of $85,052 (the "Subdivision Improvements Collateral"). Prior to the issuance of any grading or building permits for or commencement of construction of any of the Subdivision Improvements, the Subdivider will provide the County with the Subdivision Improvements Collateral in the form of an irrevocable Letter of Credit, in form and substance acceptable to the County Attorney. 2.2. Partial Release of Subdivision Improvements Collateral. Subdivider may apply to the County for the release of portions of the Subdivision Improvements Collateral based upon work completed in accordance with this Agreement. To make such releases, Subdivider shall request the County Engineer to inspect the work in order to verify satisfactory completion in accordance with plans and specifications in accordance with Section 1.6. 2.3. Final Release of Subdivision Improvements Collateral/Warranty. Within thirty (30) days after Subdivider has installed all of the required Subdivision Improvements and the work has been approved and accepted by the County, the entire remaining amount of the Subdivision Improvements Collateral, less an amount equal to ten percent (10%) of the original Subdivision Improvements Collateral, shall be released. Subdivider shall be responsible for the condition of the Subdivision Improvements for a period of two years after completion; this shall be guaranteed either through the retention of 10% of the total Subdivision Improvements Collateral, as set forth in this Section 2.3, or Subdivider may provide a substitute form of Subdivision Improvements Collateral as set forth in Section 2.4 below. 2.4. Substitution of Subdivision Improvements Collateral. The Subdivider may at any time substitute the Subdivision Improvements Collateral originally deposited with the County herein, for another form of collateral acceptable to the County Attorney, to guarantee the faithful completion of the Subdivision Improvements referred to herein and the performance of the terms of this Agreement. At the time of substitution of collateral, an inflationary and/or deflationary factor based upon the Denver -Boulder, Colorado Consumer Price Index for All Urban Consumers, All Items (1967=100) published by the U.S. Bureau of Labor Statistics, 303-837- 2467, or, alternatively, an approved construction cost index, shall be used to determine an adjusted estimated cost for all Subdivision Improvements as described herein, and collateral shall be submitted by the Subdivider in accordance therewith. 2.5. Draws. Draws against the Subdivision Improvements Collateral shall only be made as directed by written Resolution of the County, stating that there has been an Event of Default (defined below) under this Agreement and that a sum certain is required to remedy the default. Any amount drawn on the Subdivision Improvements Collateral must be applied for the purpose of completing the work required by this Agreement and related expenses and costs. 2.6. Events of Default. The following events shall be deemed "Events of Default," entitling the County to draw on the Collateral: 2.6.1. If Subdivider has not completed the work required by this Agreement within thirty (30) days prior to the Date of Completion set forth herein, the County may, after ten (10) working days written notice to Subdivider, draw upon the Subdivision DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C Improvements Collateral an amount sufficient to complete said work and compensate the County for its reasonable costs and expenses related to said draw. 2.6.2. If the original Collateral presented to the County (or any extension thereof) is due to expire and the work is not yet completed, and Subdivider has not provided substitute collateral or the bank's written extension to the original collateral (as it may have been previously extended), the County shall draw on the Collateral according to the provisions set forth in this Section 2. It is Subdivider's responsibility, with or without notice, to ensure that the Collateral is extended, or that substitute collateral is provided in a form acceptable to the County, at least ten days prior to its expiration. If Collateral is neither extended nor substitute collateral provided, in a form acceptable to the County Attorney, at least ten days prior to its expiration, the developer shall pay the County an additional $500 (Five hundred dollars) for the additional administrative work required because of the failure to extend or substitute Collateral in a timely manner as required by this Agreement. 2.6.3. If the Subdivision Improvements Collateral is substituted, as otherwise provided herein, this Agreement may be amended or modified in order to set forth specific Events of Default deemed necessary, in the County's sole discretion, commensurate with the type of collateral substituted. 2.7. Costs and Expenses. Subdivider agrees to pay any costs and expenses, including but not limited to legal fees, which the County may incur in determining to accept collateral, in drawing upon the Subdivision Improvements or Landscape Plan Collateral (defined below), or in accomplishing an extension of its expiration. 3. INDEMNIFICATION AND INSURANCE. 3.1. Indemnification. Subdivider hereby agrees to indemnify and hold harmless the County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which the County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any performance or nonperformance by the Subdivider hereunder; and the Subdivider shall reimburse the County for any and all reasonable and customary legal and other expenses incurred by the County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity provision shall be in addition to any other liability which the Subdivider may have. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claims without regard to the involvement of the Subdivider. 3.2. Certificates of Insurance. The Subdivider shall secure from any contractor or subcontractor engaged in the work necessary to comply with this Agreement a Certificate of Insurance providing for liability protection in the minimum amount of $350,000 per individual and $999,000 per occurrence, naming the County as an additionally named insured. The Subdivider, if it serves as the contractor for the Subdivision Improvements, shall provide insurance in the same form and amounts as required of the general contractor. Said limits shall be adjusted to comply with any changed limits in the Colorado Governmental Immunity Act, Title 24, Article 10, Colorado Revised Statutes. 6 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C 3.3. County Incurs No Liability. The County shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage happening or occurring to the Subdivision and/or Subdivision Improvements specified in this Agreement prior to the completion and acceptance of the same; nor shall the County, nor any officer or employee thereof, be liable for any persons or property injured or damaged by reasons of the nature of said work on the Subdivision Improvements, but all of said liabilities shall be and are hereby assumed by the Subdivider. 3.4. Governmental Immunity. County is relying on and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, defenses and protections provided by the Colorado Governmental Immunity Act, §24- 10-101 et seq., C.R.S., as from time to time amended, or otherwise available to County or its officers or employees. 4. GENERAL PROVISIONS. The following shall apply to all Subdivision Improvements set forth in this Agreement: 4.1. Compliance with Land Use Regulations. The Subdivider shall be required to obtain all necessary permits and comply with the provisions of the Land Use Regulations, including but not limited to the Regulations for Construction within the Public Ways of Eagle County, as the same are in effect at the time of commencement of construction of the Subdivision Improvements referred to herein. 4.2. Subdivision Improvement Agreement Controls. In the event of any inconsistency or incongruity between the provisions of this Agreement and the Land Use Regulations, the provisions of this Agreement shall in all respects govern and control. 4.3. Warranties and Guarantees. There shall be a two-year correction period, or such longer period as may be prescribed by law, from the time of completion of the Subdivision Improvements during which time the Subdivider shall promptly correct or remove and replace, in accordance with the County's written instructions, defective work or materials and consequences thereof. Repair or replacement made under the two-year correction period shall bear an additional one-year correction period from the acceptance of the repair or the replacement by the Eagle County Engineer. The work shall be collateralized during the correction period in an amount and type of collateral as shall be reasonably determined by the County. The work shall be inspected, at the request of the Subdivider, no less than sixty (60) days prior to expiration of the one-year additional correction period, and any deficiencies shall be noted to the Subdivider. 4.4. Approval of Final Plat. The County agrees to the approval of the Final Plat of the Subdivision, subject to the terms and conditions of this Agreement. 4.4.1. Final Plat Amendments. Where field changes or other circumstances have caused the road, utilities, or other Subdivision Improvements to be constructed in locations different from those shown on the approved plans, the locations of rights -of -way, easements, lot lines, building envelopes, setback lines, or other attributes shown on the Final Plat shall be amended as necessary to comply with Final Plat requirements of the Land Use Regulations 7 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFBo117E962C 4.5. Amendment and Modification. The parties hereto mutually agree that this Agreement may be amended or modified from time to time, provided that such amendment or modification be in writing and signed by all parties hereto. 4.6. Assignability. This Agreement shall be enforceable against the Subdivider, provided, however, that in the event the Subdivider sells, transfers or assigns all or part of the subject Subdivision, the obligations of the Subdivider under this Agreement as to that portion of the subject Subdivision may be assumed in writing by the purchaser of the parcel, and the Subdivider shall have no further obligations hereunder. It is agreed, however, that no such assumption of these obligations shall be effective unless the County gives its prior written approval to such assumption following an investigation of the financial condition of the purchaser. The Subdivider shall not otherwise assign, transfer, convey, pledge or otherwise dispose of this Agreement without prior written consent of the County, which consent shall not be unreasonably withheld. 4.7. Binding upon Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors, and assigns. 4.8. Sole Responsibility of Subdivider Prior to County Acceptance. It is further agreed and understood that at all times prior to the completion and acceptance of the off -site Subdivision Improvements set forth herein by the County, each of said improvements not accepted as complete shall be under the sole responsibility and charge of the Subdivider. When it is necessary to allow the general public to utilize the roadways under construction by the Subdivider, traffic control and warning devices shall be placed upon such roadways by the Subdivider in accordance with the Manual on Uniform Traffic Control Devices for Streets and Highways as prepared by the U.S. Department of Transportation, Federal Highway Administration. 4.9. No Rights to Third Parties. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right to claim damages or to bring any lawsuit, action or other proceedings against either the County or its officers, employees or agents because of any breach hereof or because of any terms, covenants, agreements or conditions contained herein. 4.10. Notice. Notice required pursuant to the terms of this Agreement shall be deemed given on the day that the same is placed in the United States Mails, postage prepaid, certified or registered mail, return receipt requested. 4.11. Enforcement and Attorney Fees. The County may enforce the provisions of this Agreement in the same manner and with the same remedies applicable to the enforcement of land use regulations pursuant to the Land Use Regulations, as they may be amended from time to time, or as otherwise provided by law. Alternatively, the terms of this Agreement may be enforceable by the Board or its designee by any appropriate equitable or legal action, including but not limited to specific performance, mandamus, abatement or injunction. The remedies explicitly provided herein are cumulative, and not exclusive, of all other remedies provided by law. The prevailing party in any action brought pertaining to this Agreement shall be entitled to an award of costs and reasonable attorney fees. 8 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 7/20/2021 ATTEST: DocuSigned by: C &ttw8uard of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS DocuSigned by: By: &.t.w EMD718E0473... Address for giving notice: Box 850 Eagle, CO 81631 (970) 328-8685 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFl30117E9132C SUBDP*rWER: Address for giving notice: STATE OF COLORADO ) SS COUNTY OFA-C_) The fore oing was acknowledged before me this �_ day of 20 by P�YI , as of CdydilWa W61, a Colorado limited liability company. IC Lard aVg► any WITNESS my hand and official seal. My commission expires 1 I Lsl Notary Public KYNDALSENN NOTARY PUBLIC - STATE OF COLORADO NOTARY ID 20194041905 MY COMMISSION EXPIRES NOY 5, 2023 10 DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E962C EXHIBIT A OPINION OF PROBABLE COSTS FOR SUBDIVISION IMPROVEMENTS DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9132C CORDILLERA VALLEY CLUB, EDWA"S CO Public Impmvements M4GINSER'S ESTIMATED COST February 17, 2021 Quantity Engineers Estimate Item Description Unit Cost Cost 1 Mobilization 1 L.S. $3,500.00 $3,500.00 2 Traffic Control 1 L.S. $4.000.00 $4,000.00 3 Erosion Control 1 L.S. $4,000.00 $4,000.00 4 Asphalt Saw Cut & Rotomill 350 LF $15.00 $5,250.00 5 Top Soil Removal & Replacement 80 CY $4.50 $360.00 6 Project Excavation (Cut, Fill & Compaction) 100 CY $15.00 $1,500.00 7 Concrete Curb & Gutter w/4" CL6 449 LF $32.00 $14,368.00 8 Valley Pans & Curb Return Apron 1546 SF $7.00 $10,822.00 9 Road Pavement Replace - (4" Asp, 12" CL6, SG Comp) 214 SY $58.00 $12,412.00 10 Modify Ex 4' Dia Sewer Manhole for Connectonn I EA $4,000.00 $4,000.00 11 CDOT Type 13 Double Inlet w Connections I EA $11,000.00 $11,000.00 12 18" ADS-N12 Storm Sewer 50 LF $120.00 $6,000.00 13 8" Nominal Size Riprap 34 CY $40.00 $1,360.00 14 Water Service Line Trenching & Backfill 162 LF $40.00 $6,480.00 TOTAL $85,052.00 1 of] DocuSign Envelope ID: 93A68722-27E9-419C-AC09-CFB0117E9B2C EXHIBIT B CONSTRUCTION SCHEDULE o G&gnEnvelope ID: 2mp22JS*,s Gc sc mg7E 9B2 ) � � k Q ■■, §§§§§§§§§§§§§§§ ;;;;;MM��•a U M-S � !!!!!!l22}))) ;°;;■RR;;q;q�©°