HomeMy WebLinkAbout12.00 Memorandum of Understanding - Certificate of CompletionWHEN RECORDED RETURN TO:
Brownstein Hyatt Farber Schreck, LLP
Attn: Carolynne White, Esq.
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202
CERTIFICATE OF COMPLETION REGARDING MEMORANDUM OF
UNDERSTANDING REGARDING THE INTERSECTION OF STATE HIGHWAY 82
AT THE JUNCTION OF COUNTY ROAD 110 AND COUNTY ROAD 113
THIS CERTIFICATE OF COMPLETION REGARDING MEMORANDUM OF
UNDERSTANDING REGARDING THE INTERSECTION OF STATE HIGHWAY 82 AT
THE JUNCTION OF COUNTY ROAD 110 AND COUNTY ROAD 113 (this "Certificate")
dated as of , 2015 ("Effective Date"), is made by and between Carbondale
Investments, LLC, a Texas limited liability company (the "Developer"), and the County of
Garfield, Colorado, a body politic and corporate through its authorized agents and representative
(the "County"). The Developer and the County are sometimes collectively called the "Parties,"
and individually, a "Party."
RECITALS
WHEREAS, on October 1, 2013, the Developer and the County entered into the
Memorandum of Understanding Regarding the Intersection of State Highway 82 at the Junction
of County Road 110 and County Road 113 (the "MOU"); and
WHEREAS, pursuant to the MOU, Developer was required to reimburse the County for
the design and construction costs of the East Side Improvements (as defined in the MOU); and
WHEREAS, since the adoption of the MOU, the Parties have determined that
construction of the East Side Improvements is no longer necessary; and
WHEREAS, however, County has incurred $68,038.55 in expenses for the design and
construction of such East Side Improvements; and
WHEREAS, on September 26, 2014, Developer fulfilled its obligations to reimburse the
County for such costs by delivering a check in the amount of $68,038.55 to the County;
NOW THEREFORE, in consideration of the mutual covenants and promises of the
Parties contained in this Certificate, and other valuable consideration, the receipt and adequacy
of which are acknowledged, the Parties agree to the terms and conditions in this Certificate.
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AGREEMENT
1. DEFINED TERMS AND RECITALS INCORPORATED. All terms used in this
Certificate shall have the meanings ascribed to them in the MOU, except as otherwise
expressly provided herein. All recitals set forth in in this Certificate are incorporated into
this Certificate as though fully set forth in the body hereof.
2. ACKNOWLEDGEMENT OF PAYMENT. The County hereby acknowledges receipt of
$68,038.55 in good funds from the Developer, which the County hereby acknowledges
and agrees represents complete satisfaction by Developer of all obligations to reimburse
the County pursuant to the MOU.
3. NO DEFAULTS. The County hereby acknowledges, agrees, and certifies that (a) the
Developer has met all of its obligations under the MOU; (b) there are no amounts due and
payable or that will become due and payable by Developer under the MOU; (c) there are
no existing or noticed defaults by Developer under the MOU; (e) the MOU has not been
modified, amended, supplemented, or changed in any respect, either orally or in writing;
(f) there are no events or conditions in existence which, with the passage of time or notice
or both, would constitute a default on the part of the Developer under the MOU.
4. TERMINATION OF THE MOU. The Parties hereby mutually terminate the MOU. All
obligations of one Party to the other under the MOU are hereby terminated.
5. GOVERNING LAW. This Certificate shall be governed by and construed in accordance
with the internal laws and decisions of the State of Colorado.
6. CAPTIONS. The captions and headings of various Sections of this Certificate are for
convenience only and are not to be considered as defining or limiting in any way the
scope or intent of the provisions hereof or thereof.
7. BINDING EFFECT. This Certificate becomes effective as of the Effective Date only
upon execution by both Developer and the County.
8. COUNTERPARTS; FACSIMILE SIGNATURES. This Certificate may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. A facsimile copy (by scanned PDF
via e-mail transmission) of the signatures of the persons executing this Certificate on
behalf of the parties hereto, respectively, shall be effective as an original signature and
legally binding and effective as an executed counterpart hereof, and the parties to this
Certificate waive any rights they may have to object to such treatment.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Certificate is executed by the Parties as of
, 2015.
ATTEST:
By:
Clerk of the Board
COUNTY
GARFIELD COUNTY BOARD OF
COMMISSIONERS, COUNTY OF GARFIELD,
COLORADO, a body corporate and politic
By:
Name:
Its:
DEVELOPER
CARBONDALE INVESTMENTS, LLC,
a Texas limited liability company
By:
Name:
Its:
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