HomeMy WebLinkAboutLegal - Easement - 06/02/202533930138.1
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EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (this “Agreement”) is made and entered into this
______ day of __________, 2025, by and between MOUNTAIN 300, LLC, a Colorado limited
liability company, the address of which is 262 East Mountain Avenue, Fort Collins, CO 80524
(“Grantor”); and MOUNTAIN 314, LLC, a Colorado limited liability company, the address of
which is 262 East Mountain Avenue, Fort Collins, CO 80524 (“Grantee”). Grantor and Grantee
may be referred to individually as an “Owner” and together as the “Owners.”
Recitals
A. Grantor is the Owner of the following described real property (“Grantor’s Property”):
LOTS 19 AND 20, BLOCK 11, CITY OF FORT COLLINS,
TOGETHER WITH THAT PART OF CHESTNUT STREET
ABUTTING ON LOT 20, BLOCK 11, CITY OF FORT COLLINS,
DESCRIBED AS FOLLOWS: COMMENCING AT THE
SOUTHWEST CORNER OF LOT 20 IN SAID BLOCK 11, THENCE
WEST ALONG THE NORTH LINE OF MOUNTAIN AVENUE,
32.37 FEET; THENCE NORTHEASTERLY 49.16 FEET ON THE
EAST PROPERTY LINE OF CHESTNUT STREET, THENCE
SOUTH ALONG WEST LINE OF LOT 20, 37 FEET TO THE POINT
OF BEGINNING. COUNTY OF LARIMER, STATE OF
COLORADO
Street Address: 300 - 310 East Mountain Avenue, Fort Collins, Colorado
Assessor’s Parcel Number: 9712309017
Assessor’s Schedule Number: 0044075
B. Grantee is the Owner of the following described real property (“Grantee’s Property”):
LOTS 17 AND 18 BLOCK 11
CITY OF FORT COLLINS,
COUNTY OF LARIMER,
STATE OF COLORADO.
Street Address: 314 East Mountain Avenue, Fort Collins, Colorado
Assessor’s Parcel Number: 9712309025
Assessor’s Schedule Number: 1412728
C. Grantor’s Property and Grantees Property may be referred to together as the
“Properties.”
D. Grantor’s Property and Grantees Property share a common boundary: the east boundary
of Grantor’s Property is the west boundary of Grantee’s Property (the “Common
Boundary”).
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E. A building is presently located on the Grantee’s Property (the “Armory Building”),
which is currently being remodeled.
F. An office building is to be constructed on the Grantor’s Property (the “Office
Building”).
G. The Armory Building and the Office Building will share a common wall along the
Common Boundary (the “Common Wall”).
H. The Office Building will have three floors: the “Basement,” the “First Floor,” and the
"Second Floor.”
I. The Floor Plans for the Armory and the Office Building are attached hereto as Exhibit
A and incorporated herein by this reference (the “Floor Plans”).
J. Grantor is willing to grant to Grantee an exclusive perpetual easement consisting of
approximately 620 square feet through the Common Wall and over, across, and upon
that portion of the First Floor of the Office Building labeled as the “Bar 620 SF” as
shown on the Floor Plans (the “Bar Easement”).
K. Grantor is willing to grant to Grantee an exclusive perpetual easement consisting of a
total of approximately 90 square feet through the Common Wall and over, across, and
upon that portion of the First Floor of the Office Building labeled as the “Hall 30 SF”
and the “Gender Neutral RR 60 SF” on the Floor Plans (together the “Restroom
Easement”).
L. Grantor is willing to grant to Grantee a nonexclusive perpetual access easement through
the Common Wall at the north end of the Office Building labeled “new opening 4’
door” on the Floor Plans (the “North Point Access”) and over, across, and upon the
First Floor hallway from North Access Point to the outside entry to the Office Building
from Chestnut Street as shown on the Floor Plans (the “North Access Easement”).
M. Grantor is willing to grant to Grantee a nonexclusive perpetual access easement from
the north Bar exit (the “South Access Point”) over, across, and upon the First Floor
hallway from the South Access Point to the outside entry to the Office Building from
Chestnut Street as shown on the Floor Plans (the “South Access Easement”).
N. Grantor is willing to grant to Grantee a nonexclusive perpetual access easement through
the Common Wall in the Basement of the Office Building labeled “new 4’ door” (the
“Basement Access”) together with the right to use the elevator, stairs, ramps, and
approximately one-half of the Basement labeled “Shared Space” to be divided by a
chain-link fence as shown on the Floor Plans (the “Basement Easement”).
O. The North Access Easement and the South Access Easement shall be referred to
together as the “Access Easements.”
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P. The Owners desire to grant to each other reciprocal easements for the Common Wall
for the purposes of maintaining fire and life safety systems necessary for the operation
of the building, (each a “Common Wall Easement”).
Q. The Access Easements, the Bar Easement, the Restroom Easement, and the Common
Wall Easements shall be referred to collectively as the “Easements.”
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby confessed and acknowledged, Grantor, for itself and its successors and assigns,
has granted, bargained, sold, and conveyed, and by these presents does hereby grant, bargain, sell,
convey, and confirm unto Grantee, its successors and assigns, forever the Easements subject to the
following terms, covenants, conditions, and restrictions; and Grantee, for itself and its successors
and assigns, has granted, bargained, sold, and conveyed, and by these presents does hereby grant,
bargain, sell, convey, and confirm unto Grantor, its successors and assigns, forever the Common
Wall Easement; subject to the following terms, covenants, conditions, and restrictions:
1. Recitals. The foregoing Recitals are incorporated herein by this reference.
2. Common Wall. An easement shall be and is hereby established on the Properties for the
Common Wall. To the extent not inconsistent with the provisions of this Agreement, the general
rules of law in Colorado regarding party walls and liability for property damage due to negligence
or willful acts or omissions shall apply to the Common Wall. Each Owner shall be responsible for
the reasonable maintenance and care of that portion of the Common Wall located on such Owner’s
Property. Neither Owner shall undertake any work on such Owner’s Property if such work would
jeopardize the soundness or safety of the Common Wall, reduce the value thereof, or impair the
Common Wall Easement without the consent of the other Owner. If the Common Wall is
destroyed or damaged by fire or other casualty, either Owner may restore the Common Wall, and
the other Owner shall contribute such Owner’s proportionate share of the cost of such restoration.
Restoration of the damaged Common Wall shall be to substantially the same condition as existed
prior to the damage. Nothing herein contained shall prejudice the right of either Owner to require
a larger contribution from the other Owner based upon the negligence or willful acts or omissions
of such Owner, or act without obtaining prior consent in emergency situations.
3. Use of Access Easements. Use of the Access Easements shall be limited to providing
access from the Armory to Chestnut Street and for no other purpose without Grantor’s written
consent.
4. Maintenance of the Bar and Restroom Easements. Grantee, at its sole cost and expense,
shall maintain the Bar and Restroom Easements in good condition and repair at all times In the
event Grantee fails to maintain the Bar or Restroom Easement, Grantor shall give Grantee written
notice of any maintenance required to be performed by Grantee, and if such maintenance is not
completed within thirty (30) days after notice after notice of the required maintenance is given to
Grantee, then Grantor shall have the right but not the obligation to perform such maintenance and
repair and shall be entitled to reimbursement from Grantee for all costs and expenses incurred by
Grantor in performing maintenance or repair work on the Bar or Restroom Easement upon demand,
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together with interest on such amounts at the rate of eight percent (8%) per annum from the date
incurred by Grantor until repaid by Grantee.
5. Mechanic’s Liens. Grantee shall pay all costs and expenses incurred as a result of
any work performed within or upon the Bar and Restroom Easements and/or the Properties by or
at the request of Grantee and shall indemnify and hold Grantor and Grantor’s Property harmless
from and against any and all loss, cost, or expense including attorneys’ fees arising out of, as a
result of, or in connection with any work performed within or upon the Bar and Restroom
Easements and/or the Properties by or at the request of Grantee. In the event of the filing of a
mechanic’s lien against Grantor’s Property as a result of any work performed by or at the request
of Grantee, whether such work is performed within the Easements or on the Properties, Grantee
shall obtain the release of Grantor’s Property from the mechanic’s lien within thirty (30) days after
the mechanic’s lien is recorded in the office of the Clerk and Recorder of Larimer County,
Colorado. In the event Grantee fails to obtain the release of Grantor’s Property from such
mechanic’s lien within thirty (30) days as herein required, then Grantor shall have the right but not
the obligation to obtain the release of Grantor’s Property from the mechanic’s lien without regard
to the validity thereof and in such event, Grantor shall be entitled to recover from Grantee upon
demand all costs and expenses, including attorneys’ fees incurred by Grantor in obtaining the
release of Grantor’s Property from the mechanic’s lien, together with interest on all amounts paid
by Grantor at the rate of eight percent (8%) per annum from the date advanced by Grantor until
repaid by Grantee.
6. Assumption of Risk. Grantee shall have the right to inspect the Easements upon
the issuance of a certificate of occupancy for the Office Building. Upon completion of such
inspection Grantee shall be deemed to have accepted the Easements in their condition as of the
date of the issuance of a certificate of occupancy for the Office Building, as is, where is, in their
condition as of date of the issuance of a certificate of occupancy for the Office Building, with all
faults, patent and latent, without any representations or warranties whatsoever by Grantor or
Grantor’s agents or employees. Grantee assumes all risks associated with the Easements including,
but not limited to, risks arising out of the environmental condition of the Easements and Grantor’s
Property and the suitability of the Easements for Grantee’s intended use. Grantee acknowledges
that neither Grantor nor any of Grantor’s agents or employees have made any representations or
warranties whatsoever regarding the Easements, the Office Building, and/or Grantor’s Property,
and Grantee agrees that if Grantor, or any of Grantor’s agents or employees, have provided any
documents or reports or made any representations whatsoever regarding the Easements, the Office
Building, and/or Grantor’s Property, Grantee shall not rely directly or indirectly upon any such
documents, reports or representations. Grantee assumes all risk that any adverse matter of
whatever kind or nature including, but not limited to, physical and environmental conditions of the
Easements and Grantor’s Property may not be known by Grantee or revealed upon inspection and
investigation of the Easements by Grantee.
7. Release. Grantee, for its self and its past, present, and future principals, their past,
present, and future heirs, executors, insurers, members, managers, employees, agents, attorneys,
predecessors, heirs, personal representatives, successors, assigns, guests, and invitees release,
acquit, and forever discharge Grantor and its past, present, and future principals, their past, present,
and future heirs, executors, insurers, personal representatives, administrators, divisions,
subsidiaries (wholly owned or otherwise), members, managers, employees, agents, attorneys,
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predecessors, successors, and assigns, from any and all claims, demands, causes of action, suits,
debts, sums of money, bills, or damages of whatsoever kind or nature, whether in contract or in
tort, at law or in equity, or arising under or by virtue of any statute or regulation, including, but not
limited to, exemplary and punitive damages, economic or noneconomic losses (past, present, and
future) and any and all other losses, expenses, and/or detriments of whatever kind or character
(past, present, and future) which the Grantee may now or hereafter have arising out of, resulting
from, created by, or connected in any way with the condition or use of the Easements by Grantee,
its members, managers, tenants, guests, and invitees, except such damages as may arise out of the
gross negligence or intentional acts of Grantor, its agents or employees.
8. Indemnification. Grantee shall defend, indemnify, and hold harmless Grantor, its
members, managers, and their respective heirs, personal representatives, successors and assigns
from and against any and all loss, cost, and expense including attorneys’ fees arising out of, as a
result of, or in connection with any claim made against Grantor, its members, managers, and their
respective heirs, personal representatives, successors and assigns, and/or Grantor’s Property as a
result of the use or misuse of the Easements by Grantee or any person or entity using the Easements
with the express or implied authorization, permission, or consent of Grantee. Grantee shall at all
times maintain a policy or policies of liability insurance in such amount as may be reasonably
required by Grantor, naming Grantor as an additional named insured. The policy shall provide
that it may not be cancelled without thirty (30) days prior written notice of cancellation given to
Grantor. Grantee shall provide to Grantor with a certificate of insurance. In the event Grantee
fails to obtain and/or maintain the insurance herein required or fails to provided Grantor with a
Certificate of Insurance, Grantor shall have the right but not the obligation to obtain such insurance
as Grantor may deem necessary or reasonably required in Grantor’s sole and absolute discretion
and shall be entitled to reimbursement from Grantee upon demand for all costs and expenses
incurred by Grantor in obtaining such insurance, together with interest on the premium at the rate
of eight percent (8%) per annum from the date paid until reimbursed by Grantee.
9. Appurtenant. The Easements shall be appurtenant to the Properties and may not be
sold, transferred, or conveyed separate from the transfer and conveyance of the Property. The
Easements herein granted shall not be appurtenant to any land that may hereafter come into
common ownership with either Property or that is contiguous to either Property.
10. Warranties of Title. Grantor represents and warrants to Grantee that Grantor is the
Owner of Grantor’s Property and has full right, power, and authority to grant the Easements and
shall warrant and forever defend title to the Easements against any person or entity claiming by,
through or under Grantor subject to the Statutory Exceptions. Grantee represents and warrants to
Grantor that Grantee is the Owner of Grantee’s Property and has full right, power, and authority
to grant the Common Wall Easement and shall warrant and forever defend title to the Common
Wall Easement against any person or entity claiming by, through or under Grantee subject to the
Statutory Exceptions.
11. Enforcement. In the event of default by either Owner in the performance of such
Owner’s obligations under this Agreement, the non-defaulting Owner shall have the right to an
action for specific performance, actual damages, or both. In no event, however, shall either Owner
be liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced
damages; lost profits, revenues, or diminution in value; arising out of, relating to, or in connection
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with any breach of this Agreement, regardless of (i) whether such damages were foreseeable, (ii)
whether or not the non-defaulting Owner was advised of the possibility of such damages or (iii)
the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based. In no
event shall either Owner’s aggregate liability arising out of or related to this Agreement, whether
arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the
actual out-of-pocket costs and expenses incurred by the non-defaulting Owner. In the event of any
litigation arising out of this Agreement, the Court must award to the Owner that substantially
prevails in such litigation all court costs and reasonable attorney fees.
12. Acts Beyond Owners’ Control. Nothing contained in this Agreement shall be
construed to entitle either Owner to bring any action against the other Owner for any injury to any
person or property or change in the Easements resulting from causes beyond such Owner’s control,
including, without limitation, fire, flood, storm, and earth movement, or from any prudent action
taken by an Owner under emergency conditions to prevent, abate, or mitigate significant injury to
persons or property resulting from such causes.
13. Access. No right of access by the general public to the Properties or the Easements
is conveyed by this Agreement.
14. Mutual Cooperation. Grantor and Grantee agree to cooperate each with the other
to effectuate the terms and provisions of this Agreement and to execute any and all additional
documents or take such additional action as may be reasonably necessary or appropriate to
effectuate the terms of this Agreement.
15. Entire Agreement, Subsequent Modification, Forbearance. This Agreement sets
forth the entire understanding between the Owners regarding the Easements and all prior
agreements, understandings and conversations regarding the Easements are merged herein. This
Agreement may not be modified, amended, supplemented, canceled, or discharged, except by
written instrument executed by both Owners. No failure to exercise and no delay in exercising,
any right, power, or privilege under this Agreement shall operate as a waiver, nor shall any single
or partial exercise of any right, power, or privilege hereunder preclude the exercise of any other
right, power, or privilege. No waiver of any breach of any provision shall be deemed to be a waiver
of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be
implied from any course of dealing between the Owners. No extension of time for performance of
any obligations or other acts hereunder shall be deemed to be an extension of the time for
performance of any other obligations or any other acts. The rights and remedies of the Owners
under this Agreement are in addition to all other rights and remedies, at law or equity that they
may have against each other.
16. Interpretation. In the event an ambiguity or question of intent or interpretation
arises, no presumptions or burdens of proof shall arise favoring either Owner by virtue of the
authorship of any of the provisions of this Agreement. If any word, phrase, sentence, clause,
section, subsection, or provision of this Agreement as applied to either Owner or to any
circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way
affect any other circumstance or the validity or enforceability of any other word, phrase,
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sentence, clause, section, subsection, or provision of this Agreement, and the Owners agree that
the remaining provisions shall be deemed to be in full force and effect as if they had been
executed by both Owners subsequent to the expungement or judicial reaffirmation of the invalid
provision.
17. Binding Effect. The benefits and burdens of this Agreement shall run with the land
and shall be binding upon and inure to the benefit of the Owners and their respective successors
and assigns.
IN WITNESS WHEREOF, the Owners have executed this Agreement as of the day and
year first above written.
MOUNTAIN 300, LLC, a Colorado limited liability
company
By:________________________
XXXXXX
MOUNTAIN 314, LLC, a Colorado limited liability
company
By:________________________
XXXXXX
STATE OF COLORADO )
)ss
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this ___ day of,
_______________ 2025, by XXXXXX, Notary Block to be added at final execution.
My commission expires: .
_______________________________
Notary Public