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CITY OF RIFLE, GARFIELD COI]NITY, AND AIRPORT LAI.IDPARTNERS LIMITED PRE.ANNEXATION/INF'RASTRUCTURE,
zoNING AND suBDrvIsIoN AGREEMEI.IT, A6 - v^w'
GARFIELD COI.iNTY LA}.{D DONATION AGREEMTX.T
THIS PRE-ANNEXATION/INFRASTRUCTURE, ZONING AND SUBDIVISIONAGREEMENT, AND GARFIELD COUNTY LAND DONATION AGREEMENT (hereinafterthe "Agreement") is entered into as of this 12th day of Jury 1999 by *JL*.en the cITy oFRIFLE' coLoRADo, a colorado hom_e-rule municipality, whose address is p.o. Box 190g,Rifle, colorado 81650 (hereinafter ttre 'city'); the BoARD oF couNTy CoMMISSIONERSoF GARFIELD couNTY, a statutory county, whose address is 109 Eighrh srreet, Suite 300,Grenwood Springs, cororado g1601 (hereinafter the ..counry,,);
"iJ AIRp6RT LANDPARTNERS, LIMITED, a Colorado Iimited partnership, whose uddr.r. is 312 AABC, SuiteA, Aspen, Colorado 81611 (hereinafter "ALp";;
WITNESSETH:
WHEREAS, the ciry is a home-rule municipality organized pursuant to state law andobtains its authority for entering into this Agreement pursuant to its charter, Section lg of,Article XX of the colorado constitution, -c.n.s. g2446.s-L03 and c.R.s. s3r-I2_12rconcerning the provision of municipal services to ou,rid. consumers; and
WHEREAS, the county is a statutory county and obtains its authority to enter into thisAgreement Pursuant to section 18 of Article kx ortie colorado constitution, c.R.s. 52446.s_103 and c'R's' S$ 29-l-201 et seq., 30-11-101 and 30-11.-107 providing ttre shtutory authoriryfor the county to enter into contracts with others, inctuoing ttrl partieJnamed herein; and '
WHEREAI:1LP is a duly-organized colorado limited partnership and is the owner ofapproximately 1,300 acres located adjacent to the Rifle city l-imits and the Garfield countyRegional Airport (the 'Airpoft"), wtrictr properry is commonly known as the Garfield counryAirport Planned unit Deveropment lthe .;Airport puD";; and .,
WHEREAS, ALP Proposes to_develop the Airport PUD in phases; the first phase ofALP's development of the Airport PUD will o..r, wittiin an area consisting of approximatelythree hundred (300) acres located immediately adjacent to the Airpon which, pursuant to theAirport P['D, is zoned for commerciauindustria/glneral services uses, and is the subject of theMamm creek Industrial Park Preliminary Plat, *t i.t area is intended to be developed by ALpas Rifle Airpark (the "ALP Property"), a master-planned business park generally referred to asthe "Business Park" and shown on the vicinity map of the Airptrt p-uD attached hereto asExhibit A and incorporated herein by reference; and --- '-'^rv^t ^ vu
WHEREAS' ALP desires to donate and convey to the counry approximatery 43.63 acresof land within the Airport PUD, which donated properry is more particularly described in the
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legal description attached hereto as Exhibit B and incorporated herein by reference (the"Property"), as well as to donate an easement along Hunter Mesa Road as set forth in ExtribitB, and the County agrees to accept these donations, subject to the terns and conditions of thisAgreement, and to execute any documents required for tax or other purposds regarding tfr. f"nodonation; and
WHEREAS, the County may develop the donated Properry for all uses set forth inExhibit F; and
WHEREAS, the City desires to extend water and sewer service to the property andconstruct a water tank to serve the Property and adjacent areas, upon the terms
"no .o#tion,contained herein, and agrees to construct such facilities, provioJa that a portion of the coststhereof are paid for by the county as provided for herein; and
WHEREAS, the parties hereto have previously entered into several agreements, somethrough ALP's predecessor, Rifle Land Associates ("RLA'), including that certain agreementbetween RLA and the city of Rifle dated June 25, 1986 and an addendum to such agreementdated April 1, 1988 as recorded with the Garfield County Clerk and Recorder,s Office asReception Nos- 372427 and 392231, respectively; and the agreement between the City, theGarfield county A1T9* Authority and RLA oatia April l, Iggz and an amendment thereto',dated January 7, 7998 as recorded with the Garfield bounty Clerk and Recorder,s Office asReception Nos. 433561 and 5L9717, respectively; and the parties agree and acknowledge thatthe foregoing agreements shall remain in full force and effeciand "r. irtty ratified herein,Z*."p,as exPressly modified by this Agreement, in which case this Agreement shall govern; and
WHEREAS, the County agrees to process a planned unit development ("pUD.) rezoningand, if necessary, a subdivision application with Garfield County in order to modify the existin!PUD zoning and deverop the property for the purposes set forth herein; and
WHEREAS, the City desires to annex the Properry, and for this purpose,\ the CountyagreestofileanannexationpetitionwiththeCityaspiovidedforherein;aj--'l.:.-
WHEREAS, the parties desire to reduce their agreement to writing. Y'
Now, THEREFoRE, for and in consideration of the mutual promises and covenantscontained herein, the sufficiency of which is hereby acknowledged, the panies agree as follows:
I. INCORPORATION OF RECITALS
The parties adopt the foregoing recitals as true and correct and incorporate such recitalsherein by reference.
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il. PRE.ANNEXATION AGREEMENT BETWEEN THE
CITY OF RIFLE AND GARJ'IELD COI.JNTY
A. Water.
1. water service. The city agrees to provide water service to
upon the terms and conditions contained herein.
the Properry based
a)._ th. Counry agrees to complywith ritle 10 of the Rifle Municipal code (hereinafter the *RMC') regarding water servite,except as expressly provided for herein.
(b) Prepaid water System Improvement Fee. The County shall pay one HundredThousand Dollars ($100,000.00) to the city as a prepaid water system improvement fee; whichamount shall constitute a reserved right to the equivalent of $1OO,OOO.O0 in tap fees whith;;ybe due from the county, to the city for water system improvement fees in the il;;.Notwithstanding any future rate increase imposed ty the ciry, ttre ratbs charged and usecalculations for purposes of exhausting the credit provided for herein shall be .r-r"t fortfr inExhibit H' These credits may only be used by the cbunry on the property, on any fuhrre airportdevelopment, on the fire station proposed to be constructed at the entiance of tu. "i.poj on,,Airport Road, or any other area within the Rifle city limits in which properry is used by theCounty for Counfy purposes.
i' Iiming of Payment. The County shall pay the Ciry the warer systemimprovement fee at the time the Ciry awards a contract for the construction of the waterstorage tank referred to in paragraph III(C), below.
(c)\v,, . Except as set forth
*j:::*::_r.":rl?.:^1..^,^"-t.1..gi,y.agrees ,o .r".'g. th. co*ry i"-"iry *.r.r systemimprovement fees and user rates for water usage on the property, .r.n tt ougil dr"-r.*::not yet Iocated within the city; provided, however, that nothing herein shall prohibit or precludethe city from charejy a water pump shrion surcharge fee that wourd br;;;;;rr'ilil;;upon all users served by any water pump station serving the Property; and provided further thatuntil the taP fee credits provided for herein are exhausf,d, th. County shall not be obligated toPay any water system improvement fee except for the storage tank surcharges associated withthe construction of the water tank as provided in Paragraph III(c) below. iny ,"p, in excessof the amount of tap credits provided for herein may ue-purchased on a first-come, f,rrst,servedbasis upon payment of the appropriate water system improvement fees.
(d) . The Warer SystemImprovement Fee for all other uses on the Properry rt.tt u. determined pursuant to the RMC.
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CuTJNTY C0
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2. Water Rights.
(a).ThewaterrightsdedicationfeesarecalcuIated
pursuant to the RM-c ror this Purpose, the county shall Jompry *itr, nlac g10.20.010, erseq" and shall pay Two Hundred Dollars ($2o0.oo) per EeR as a casl-in-tieu of water rightsdedication fee upon connection to the city water lines, and the ciry hereby agrees to accept acash-in-lieu of water rights dedication fee for the Properry for ttris iu.por.. The counry mayuse the prepaid wa-ter system improvement fees provialo ftr in r...ir"it iitexrl<o) above forpayment of the $200.00 per EQR water right oeoication fee requirei t.r.in, and said fee shallremain constant until the Counry,s entire $100,000.00 water fee credit is .*fr.,rl.tJA:"il:';.il::agree that the cash-in-lieu of water rights dedication fee may be modified in the future byresolution of the Rifle city council to reflect the city's actual cost of water rights acquisition,and that the counry' once its water fee credit is exhausted, will be required to abide by the Eenschedule then and thereafter in effect.
(b) Irrigation- Pursuant to $10.20.030(H) of the RMC, each EQR allows for theirrigation of up to twenty-five hundred (2,500) ,qu.r. f..t. The County agrees to use its bestefforts to limit landscape, lawn and garden inigation within the property to twenty-five hundred(2'500) square feet per EQR, based on the number of EeRs rtr wnicrr the water systemimprovements fees and water rights cash-in-lieu of dedication i... have been paid. In the event,irrigation occurs over and above that which is referenced herein, the county shall pay additionalcash-in-lieu of water right dedication fees required by Title 10, chapte, io orthe RMC.
B. Sewer.
1' sewer Service' The city agrees to provide sewer service to the property basedupon the terrns and conditions referenced herein.
(a). The county agrees to comply with Title;;;ffi..?;;il:il::
$, r^,, . The Counry shall pay OnjHundredThousand Dollars ($1OO,OO0.OOj to trre City., . pr.p.io ,";;; #;#ffi;;[.:,ffi:;
;f"."Jj '*i:.T:,':::,:S,:*,1.1r5[l."l."eui,.i.nt or $roo'"ooo:i,ffi';p fees which maybe due from the counry to the 6iry ro, ,.*", system improvem.n, tlL'l;";:'"fi,#r|]Notwithstanding any furure rate increase imposed ty the city, the rares charged and usecalculations for purposes of exhausting the criaits prorio.o for herein ,h"i ;;X;r?o* ;;Exhibit H. These credits may onry be used by the county on the property, ;;;r;;#;;;development, on the fire station proposed to be constructed at the-entiance of the airport onAirport Road, or any other area witirin the Rifle .iry iirnit, in which prof..ry is used by theCounty for Counry purposes.
i' Timing of Payment. The county shall pay the sewer system improvementfee at the same time it pays the deposit riquired'for the bid on the construction
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of the sewer line.
(c) In-Citv Sewer Rates and Fees. Except as set forth in Paragraph II(D, below, theCity agrees to charge the Counry in-city sewer system improvement fees und ,s., rates for sewerservice on the Property, even though the Properry is nor yet located within the Ciry; provided,
however, nothing herein shall prohibit or preclude the Ciry from charging a sewer pump shtionsurcharge fee that would be unifornrly imposed upon all users of .nyi.*.r pump shtion to beconstructed in the future; and provided further that until the tap fee credits provided for hereinare exhausted, the County shall not be obligated to pay any other sewer syrt.m improvementfee. Any taps in excess of the amount of tap credits provided for herein rnay be d;h;r.d;;a first-come, first-served basis upon payment of the appropriate sewer system
-i*p;r;;;;;
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(d) . The Sewer SystemImprovement Fee for all other uses on the Properry shall be determined pursuant to the RMC.
C.General.
1' The special water and sewer system improvement fees provided for herein arepremised upon several factors and agreements, including the followinj:
:l(a) Accounting. As actual development occurs and individual connections are made,the parties will agree by letter agreement to the number of uses connected and subtract thenumber of single family equivalents from the total credits provided to the Counry accordingly.
(b). The County may lease to users located upon
herein will be utilized, but the County may not sell or otherwise convey or transfir ownershipin such credits.
(c) Lawn and Garden Irrigation. The County agrees to use its best efforts to irrigatelawns and gardens during non-peak hours, and tempo.^iity suspend such irrigatio;il ;;;;;;of an emergency need by the city upon its r.qu.rito the county. .., ' :
(d) water Conservation Fixtures. The County agrees to incorporate into theconstruction or facilities located on the Properry currently-available water conservation fixtures(shower heads, sinks, and toilets) and low-flow residenii.l-typ. fixtures.
(f) Kitchen Facilities. The County agrees that all kitchen faciliries shall be equippedwith approved grease traPs. All facilities
-strall
be further designed to prevent trash frornentering the system with the best technology currently available.
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D. Airport Users.
1. Sewer System Imorovement Fees. All sewer line users located within the Garfieldcounry Airport Properry shall connect to the existing sewer line within 365 days of thecompletion of the construction of the sewer line described in Article III below, and shall eitherpay the sewer system development fees required by the RMC at the time of connection or utilizethe credits provided for herein. All such present and future uses shall be charged out-of-ciry
sewer system improvement fees.
2. water and Sewer User Fees. Water and sewer user fees shall be billed consistentwith the RMC and the existing agreements regarding provision of water service to the pr;p;rty
recorded as Reception No. 433561and No. 519117 in the Office of the Clerk and Recoroir ofGarfield County.
J.. All future users at
*:9::1,1 a"llY AitP.gl shall be required to connecr to the city'i water and sewer system.Except as expressly modified herein, the parties affirm and ratify the agreemenh record"a .iReception Nos. 433561 and 519117 in the Offrce of the Clerk and Recorder of Garfiefo County.
:E. Roads.
1. County Road 346 Annexation.
(a) The City agrees to annex the existing County Road 346 from the existing citylimits east to the intersection of County Road 346 and County Road 319, as is more g.rEr.tiy
shown on the map attached hereto as Exhibit C; provided, however, the City is not obiiga,.O iLannex this road until the Counry files a petition to annex the Property to the bity, ., is dJscribedin detail in Paragraph II(D, below.
(b) The City agrees to operate, maintain, repair and replace the road referenced inParagraph II(E)(1)(a) once ir is annexed ro rhe City.
:(c) The County agrees to support the City in its efforts to obtain Energy ImpactGrants for the purpose of improving the Airporr Road (County Roads 346 and gr9).-fne birywould apPly these grants toward the costs and expenses associated with road impror.,n.n,, .nlconstruction for the Airport Road commencing at the intersection of Interstate 70, to andincluding all of the county Road adjacent to and fronting the properry, as is more gln.r^iiv
shown on Exhibit C. This section of road referenced in this paragraph itrtt u. improvio ro rh;specifications set forth on Exhibit D.
(d) At the_time of site plan review for the Properry before the County, as isreferenced in Article fV, below, the parties shall determine whether a urn lane(s) is(are) neededto provide service to the Properry off of counry Road 319. This analysis shall also include aprojected time line for the construction of such turn lane(s), if required. In the event it is
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determined a turn lane(s) is(are) needed, the County shall construd it(them) at the date anddetermined necessary by the City and County, as part of the site plan..ri.* process.
(e) Nothing herein shall prevent the Ciry from requiring road improvemen* to bemade by ALP consistent with the RMC: The parties agree that, aLa minimum, counfy Road319 adjacent to any Iand that ALP desires to devetopln the future within ALp,s remainingproPerty (as generally described on Exhibit B), shall be incorporated into a subdivisionimprovement agreement as a public improvement at the time of any final plat peftaining to landshown on Extribit A, and that such roads shall be improved to City standards and thereafterannexed by the Ciry. ---'-urrvr
(D The county agrees to make such improvements to the county Rohd as it deemsappropriate and necessary for the developmeni of the property. Further, the Countyacknowledges that it is responsible for all operation, maintenance, repair and replacement of anyroads within the Properry, regardless of annexation to the city.
1' The Counry agrees to file an annexation petition with the City to annex theProperty to the city within sixty (60) days of the issuante of any Temporary certificate ofoccupancy ("TCo") or Certificate of occupancy (*co') for any faciliry a b" .onrtructed andIocated upon the Property. For this purpose, the county shall incluoe in its annexation petitionall of the properry generally described on Exhibit B, which includes the properry and a l0-footwide strip adjaceqt to counry Road 319 from the existing boundary or ,n" ciry (ar thecogeneration Facility property), east to the property line.
2' The annexation petition will also include a petition or application for pUD zoningconsistent with the then-existing zoning designationr .rt.blirhed by the County
3.*,,:J*:,:y:::*L :ll:Iop:rry.to the city-, au construction and building
::j:^r.,:llpiSl il.Ioi:s without rimitation the issuance of permits .J;;;"-r;;;;1?,e lrvrrvlru4rr\,tr ul
::T.:lil:,j}],3.",:::p.l.l ll',greh the counry Bulding Deiartment wtrilrr, acfi';; ;,il#".*;iriirieCodes arlonted hv fhc (-itrr /Lr'+ n^+ r-^r.-r: rlF
:i"ii::i?r"::o*Y,T.flyjl_ltlllncruoing any -ooi?..tio,s to tr,ose;ffil*;;;il:sve ss!pLsLl Uy UfC
:j}li: :l':f] j:j:;^I[!lo:1j lounw ,g,." to hord. each other harmress against any craimbased upon the negligent acts of their respectire ,gents in complying with il";;ffi;.
tirne
F.
4' If the Ciry does not zone the Properry as requesred by the Counry as part of anycity development review process referenced herein, the county may withdraw its annexationpetition from the city. Further, if the city re-zones the prbperry or the area described onExhibit B at any time in the future without the county's consent, the county may de-annex theProperry and other areas described on Exhibit B from the ciry.
5' If' due to any zoning change by the ciry not approved or consented to by the
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County, the City refuses to approve the County's petition to annex or the Counry withdraws or
de-annexes the Property described on Exhibit B, the Counry shall still be entitled to the benefit
of obtaining in-City water and sewer system improvement fees and user rates.
6. If the City refuses to annex pursuant to the County's annexation petition and the
County is in full compliance with the terrns of this Agreement, then the Counry will stil be
entitled to in-city water and sewer user fees and rates. If the City refuses to annex pursuant to
the County's annexation petition because the County is in default under one or more provisions
of this Agreement, the County, upon wrinen notice of such refusal, will immediately -be
subject
to out-of-City water and sewer user fees and rates; in the event of such refusal, the numbei of
remaining water and sewer up fee credits, if any, shall be divided in half to reflect such change
to out-of-Ciry fees and rates.
7 . If the City objects to any permitted uses of the Property, as set forth in.Exhibir
F, proposed by the county and refuses to annex for that reason, then the county shall still be
entitled to the benefit of obtaining in-city water and sewer rates.
8. If the County breaches any provision of this Paragraph tr(F), the County shall pay
out-of-city water and sewer user rates and system improvement fees for the Property anO tnl
Garfield County Airport Properfl, following demand by the City to the County foi complianci'
and a thirty (30) day right to cure any breaches, as is more fully set forth in paragraph VII(D),
below.
G. Comp[ance with {10.10.110 of the Rifle Municipal Code
Concurrent with the processing by Garfield County of its PUD rezoning and site plan
discussed more fully in Article fV, below, the County shaU file an application wittr the bity
pursuant to $10.10.110 of the RMC for all the uses set forth on the site plan. The City .gr"",
to waive any and all fees and costs generally required for such application. In ttre event-thJcity
does not approve the County's application, pursuant to $10.10.110 of the RMC, then this
Agreement shall terminate. In the event the land donation referred to in Article V has alreadv
occurred prior to such termination, the Properry shall be immediately reconveyed to ALp by thl'
Counry and all credits provided for herein shall be invalid.
III. INFRASTRUCTTJRE DEYELOPMENT
A. Water and Sewer Service Lines.
1. At the County's expense, the Ciry shall extend water and sewer lines, in accord
with City standards and specifications, to the Properry. For this purpose, the City shall retain
consulting engineers to design the water and sewer line serving the property.
2. The design criteria for the water and sewer service shall include locating and
sizing the water and sewer lines to serve the ALP Prope4y generally depicted on Exhibit I, th.
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Garfield County Airport and the Property, as well as serving the reasonably anticipated andforeseeable needs of all of the ALP Properry generally depicted on Exhibit A; providedhowever, in the event the lines installed are inadequate foi ru.h purpose,..the County and ALpshall hold the City harmless against any claim based upon inadequate size of s.aid lines. Thewater and sewer lines constructed and installed pursuant to this Agreement shall be no greaterin diameter than twelve inches (12") and fifteeninches (15") respictively.
3 ' The location of the water line extension shall be determined by the location of theproposed water tank referred to in Paragraph III(C), below. The location of the sewer line isexpected to follow the southerly boundary of the Garfield Counry Airport prop.rry At thistime, the parties anticipate that the water and sewer service line alignment is .*i..t.o i;;.;;is generalry shown on the map attached hereto Exhibit E.
4 ' The parties anticipate the need for the completion of sewer service line extensionsto serve the Property on or before December 31, 1999 and of water service line extensions onor before September 30, 2000. The City agrees, subject to the County's compliance with thisAgreement, to use its best efforts to complete the water and sewer Iines and water storage tanksby such dates.
5' The County and ALP shall have the ability to review and comment on the City:prepared water and sewer line extension plans and specifications. particularly, the County andALP shall have thirty (30) days to review said plans and specifications as prepared by the city;the City shall reasonably consider any comments made by ALp and the County, ana snau makesuch modifications as are consistent with the intent of thii Agreement, the n.eds of the parties,and City standards.
6' Upon approval of the final plans and specifications by the City following thecorrment period referenced in the preceding paragraph, the Ciry shall begin construction on thewater and sewer service Iine extensions following the public uio pro..ri and compliance withthe RMC' For this purpose, the City shall consult and ctoperate with the County and ALp priorto awarding any construction contracts, and again shall allow the County ard ALp;i;;J;;;comment on all construction bids received prior to awarding any construction coitract and,,during construction, of any change orders. ' t
B. Infrastructure Funding.
1' Deposit- The county shall be fully responsible for payment of all actual out-of-pocket costs incurred by the ciry for engineering oesign, .on.i*ction management andsupervision inspections, and construction of the water and sewer infrastructure referenced in thisAgreement' For this purpose, the Counry shall pay the Ciry an engineering design deposit inthe amount of $25,000.00 upon execution or ttrii Agreement. prior to the award of anyconstruction contract for the water and sewer line infrastrucnrre extensions, the County shalldeposit with the city the amount of the bid. The ciry agrees ro keep said funcls in an interest-bearing account, with interest accruing to the benefit oi tt. "".ourt, and to provide separate
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accounting for all deposits and expenditures from such account. The Ciry agrees to make iB
records regarding this account available to the County at a reasonable time, upon request.
2. Balance of Costs. If the infrastructure deposits paid to the Ciry by the County are
insufficient for design and/or construction of said infrastructure, the County shall be responsible
for payment in full of any balance due upon thirty (30) days written request from the Ciry.
Upon completion of the water and sewer line construction, any funds remaining in the "..orntshall be reimbursed to the County. Alternately, if there is any money owing on the water and
sewer line extension construction, the Counry is responsible for payment to the City of the
deficiency within thirry (30) days wrinen Notice by the ciry to the county.
3. Countv Review and Approval of Costs. The City shall supply the County with
copies of all invoices and construction draws to allow review and comment by the County. The
City shall review such comments and shall reasonably consider them. The City also agrees to
make any modifications or changes as are consistent with the intent of this Agreement, the needs
of the parties, and Ciry standards. In the event the County does not comment within fifteen (15)
days, the County shall be deemed to have waived any objection to payment.
4. Change Orders. The process for any change orders concerning water or sewer
line infrastnrcture construction or water tank construction shall be the same as that used by thi
parties for review and approval of the design criteria as set forth in Paragraph III(A)(5), above,
unless the nanrre of the proposed change requires a more immediate decision, in which case the
City shall immediately notify ALP and the County of the nature of the change order, obtain input
and make the decision.
5. Inspections and Construction Management Supervision. The City shall retain its
consulting engineer for purposes of water and sewer line extensions, construction management,
and supervision and inspection. Any and all costs associated with the City engineer's work in
this regard shall be considered as costs of construction and included in the engineering, design
and water and sewer line construction deposits referenced herein
6. Engineer Coordination. The City's Engineer shall fully coordinaie with the:
County's Engineer during all phases of construction.
C. Water Tank.
1. The City shall, with the use of the funds provided for in Paragraph II(AX1)(b) and
Forry Thousand Dollars ($40,000) to be provided by ALP upon the awarding of a construcrion
contract for the water tark discussed herein, but otherwise at its sole expense, design and
construct a water tank in the minimum size of 250,000 gallons in a location to be determined
pursuant to Paragraph III(A), above, simultaneously and in conjunction with the design of the
water and sewer line extension or in conjunction with other improvements. The location of the
water tank shall be designed, to the extent possible, to provide for fire flows and peak demands
for water service to the Properry and ALP's Properry described on Exhibit A. The County and
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11 of. 47 R 0.gO D 0.40 GRRFIELD COUNTY C0
ALP shall quit-claim to the City any and all utility and access easements necessary for this
purpose, free and clear of all liens and encumbrances that would interfere with the use of the
easements for their intended purpose, as reasonably required by the Ciry. .All lines to the Tank
shall be dedicated City water mains.
2. In the event that ALP determines that the 250,000 gallon water tark is inadequate
in capaciry, ALP has the option to request that the Ciry oversize the water tank; provided,
however, that ALP shall pay for any incremental costs associated with such oversizing. Neither
the Counry nor ALP shall be required to pay the incremental costs associated with increased line
size or water tank size necessitated by the requests of third parties for water storage.
3. The City reserves the right to enact a water storage tank surcharge for the purpose
of recouping its actual costs incurred in constructing the water tank (such actual costs being
equal to the total actual cost less the $40,000 provided by ALP). In no event shall the surcharge
exceed $500.00 per EQR (plus the CPI escalator), and such fees shall not be imposed for warer
line extensions to currently-existing users within the Property, the Airport properry or the fire
station property. The total amount of surcharges collected by the City shall not exced the actual
costs of construction of the water tank less $40,000. Notwithstanding anything to the contrary
in the existing agreements regarding the provision of water service to the Airport property, such
surcharge fee shall be uniformly imposed upon all subsequent users within the Airport property.
4. If desired, the County may use tap fee credits provided for in Paragraphs
II(AX1Xb) and/or II(BXIXb), above, on a dollar-for-dollar basis, to pay the water storage tank
surcharge.
D. Service Lines.
The County and the Ciry shall cooperate to determine which portion of the water and
sewer service lines located on the Property shall be dedicated to the City, and which shall be
deemed private service lines owned by the County. The County is responsible for all operation,
maintenance, repair and replacement of private water and sewer service lines;- provided,,
however, that the City agrees to include the costs of private water and sewer line cointructions'
and extensions in the overall construction contract, at the County's expense, if such inclusion
would be economically effrcient for the parties.
Iv. ZOMNG AND SUBDIVISION PROCESS
A. The Counry agrees and acknowledges that it shall process, through the Garfield
County land use process, a PUD rezoning for the Properry and, if necessary, a subdivision
application with the County for development of the Property. The County shall proceed through
the County's land use review process for the purposes of amending the existing PUD to requJst
approval for the county's proposed uses referred to in Exhibit E. ',The couhty agrOes to
qcornmenc€ thislandluse Process within 365 days of the effective date of this,Agr,cernent.
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B. The Counry agrees that it shall give the Ciry and ALP the oppornrniry to review
and provide the County with comments following receipt of the Property site plan and land useapplication. For this purpose, the Counry agrees and acknowledges that it shall reasonably
consider the City's and ALP's comments and make such modifications as are consistent with theintent of this Agreement, the needs of the parties, and City standards.
C. The City and ALP agree ttrat ttrey will not object to inclusion in the permiued uselist sought by the County for uses on the Property of any uses listed unOei the heading
"Permitted Llses" shown on Exhibit F attached hereto. In addition, all parties hereto agree that
they will object to those uses also listed on Exhibit F under the heading "Objectionabie Uses,,for use on the Property.
]'County'maintenance facilities and comrnun-igr"g,gqr.-.e,ction flcilities, if any, and,thato1her;e'UngTtffiffi'fi'ffitfiillie locattiiltiii the southerry frrtilo oi nr Property in ora", to provide a visuat
D. It is the intenJ of the parties that the norttreqg-pprtion (norttr of,
1 line) of the Propeffy shall be used for County facitities ottrEflffiili? irii:"ffiI$9ft *oJ*-,k*qiigLiggpower
a jail, the eount shop, theline) of the Property shall be used for Counry facil
V. PROPERTY DONATION BY ALP TO COI.'NTY
A. Title Commitment.
The parties acknowledge that the County has been provided a title commitment for theProperry. The County has raised objections to certain exceptions in the commitment, and theparties agree to cooperatively resolve the County's concerns. In the event a resolution is notreached by september l, L999, this Agreement may be terminated by any parry.
B.Property Inspection.
A physical inspection of the Properry and Inclusions has been conducted by ttre County.
The Counry accepts the physical condition of the properry.
C. Matters Not Shown by the hrblic Records.
ALP has disclosed to the County true copies of all lease(s) and survey(s) in ALp,spossession pertaining to the Property and has disclosed to the County all easements, liens orother title maners not shown by the public records of which Seller has actual knowledge. TheCounty accepts such disclosures and agrees to accept title subject to such rights, if any,1f thirdparties of which the County has actual knowledge.
D. Conveyance By Special Warranty Deed.
ALP shall donate and convey by special warranty deed the Properry described on ExtribitB to the Counry. The scope and extent of ALP's *.riunty of title shall be limited to the title
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insurance policy obtained by the County at its expense, and thus the County's only recourse in
the event of a title defect is to pursue a claim on the title insurance policy. In addition, upon
request by the County, ALP shall convey by quit-claim deed a sixry-foot (60') easement for
Hunter Mesa Road, as surveyed by the County to run 30 feet (30') from both sides of the
centerline of said road, from County Road 346 to the southern boundary of the Property, as set
forth on Exhibit B.
E. Timing of Conveyance.
If the Counry's concerns regarding ttre title commitment are resolved prior to September
l, 1999, as evidenced by written notice provided by the County to ALP of its waiver of any
objections to the conditions of title, then ALP agrees to convey the Property'to the County
within 21 days of its receipt of said written notice.
F. Reverter.
The conveyance of the Property to the County shall contain a right of reverter to ALp
in the event the water and sewer lines are not extended by the Ciry to the Property, as
contemplated by this Agreement, within one year of ALP's conveyance of the Property to the
Counry.
G. Closing Costs and Tax Prorations.
All closing costs, including the cost of title insurance, for the transfer of the Extlibit B
Property to the County shall be borne by the County at closing, except for the real estate taxes
for 1999, due and payable in the year 2000, which real estate taxes shall be the responsibility
of ALP.
VI. ALP/CITY AGREEMENTS
A. ALP Asreements. '
-:
ALP, through its predecessor RLA, has previously entered into several agreemen6
including that certain agreement between RLA and the Ciry dated June 25, 1986 and an
addendum to such agreement dated April 1, 1988, as recorded with the Garfield County Clerk
and Recorder's Office as Reception Nos. 372427 and392231, respectively; the agreement
benureen ttre Ciry, the Garfield County Airport Authoriry and RLA dated April 7, lgg} and an
amendment thereto dated January 7, 7998, as recorded with the Garfield County Clerk and
Recorder's Office as Reception Nos. 43356L and 519117, respectively. ALP and the Ciry
agree, excePt as otherwise expressly modified herein, that the Agreements set forth in this
paragraph are in full force and effect and hereby fully affrrm and ratify those Agreements.
B. ALP Obligations.
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1.ALP
agrees that, subject to its compliance with the provisions of the RMC, all of the property within
the ALP Propeffy shall be connected to the City water and sewer system as a condition of final
plat approval by either the County or through any annexation and planing process with the Cig.
2. Annexation of Prope(v. ALP specifically agrees and acknowledges its obligation,
upon annexation by the County of the Properry shown on Exhibit B, to imrnediately petition to
annex to the City any other properry the Ciry or County deem necessary to effectuate said
annexation, including the annexation of a 10 foot (10') strip of land along the south side of
County Road 319, as shown on Exhibit B, as needed to accomplish the annexation of the
Properry.
3. Improvement of Roads. ALP agrees and acknowledges that at the time of any
final plat approval of any areas within its properry shown on Exhibit A, including the.existing
county road adjacent to any of its properry shown on Exhibit A, it shall construct and improvi
said roads to City standards in accordance with any applicable subdivision improviment
agreement.
4. Reimbursement for Sills Line Extension. ALP agrees to reimburse the Ciry the
$23,000.00 it spent on upgrading the Sills line extension to an 18" line, as such upgrade wdS
designed for service to the ALP property. Such reimbursement shall be due upon the granting
of the first final plat within ALP's property.
C.Utility Easements.
1. Conveyance of Utilitv and Access EasementS. ALP and the County agree to
convey to the Ciry by quit-claim deed any and all utility and access easements necessary for the
extension of the water and sewer tank lines and for the water tank, free and clear of all iiens and
encumbrances which would prevent the City's use of utiliry easements for the purposes
referenced herein and in furtherance of this Agreement. For the purposes of this Agreement,
the easements shall include, without limitation, areas for the extension of all water and sewer
lines and the water tank area, including any related and appurtenant facilities. ' :
2. Waiver. The parties recognize that ALP was previously authorized to construct
a water and/or sewer plant on its property to serve the Properry described on Exhibit B; if the
water and sewer improvements to be constructed by the City as referenced in this Agreement
are completed, ALP agrees that it shall be deemed to have waived any and all such rigtrts it has
or was ever granted to construct an independent water or sewer plant to serve the Properfy
described in Exhibit B.
VII. GENERAL
A. County Termination.
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The County shall have the power at any time to terminate this Agreement prior to the
. award of the construction contract for the water and sewer line construction. After this date, no
parry may terminate this Agreement except as otherwise provided for herein. In the event the
County terminates this Agreement, it shall reconvey the Property described on Exhibit B to ALP
by special warranty deed.
B.Reverter.
The parties acknowledge that the City has a right of reverter for land described in the
insrrument recorded in the Office of the Clerk and Recorder of Garfield County in Book 269,
at Page 91, as Reception No. 182474. The City shall quit-claim all of its righs in the properry,
along with all rights of reverter, to the County upon relocation of the first of either the County
courr or the County shop facilities located on such propefly to the Property described on Exhibit
B.
C. Avigation Easements.
The City agrees to require, as a condition of annexation or subdivision, upon the request
of the County, execution and recordation of the appropriate Avigation Easement attached hereto
as Exhibit G. rr
D. Breach and Notice.
In the event of a breach of any of the terms and conditions of this Agreement by any
parry, the breaching parry shall be notified immediately by the non-breaching party(ies) and the
non-breaching parry(ies) may take such action, with or without process of law, as it or they
deem necessary to protectthe public health, safety, and welfare, and to'protect the citizens of
the Ciry of Rifle or Garfreld County from hardship and/or undue risk.
Unless necessary to protect the immediate health, safety, and welfare of the citizens of
the City of Rifle or Garfield County, the non-breaching party(ies) shall provide thE breaching
party with thirty (30) days' written notice of its intent to take any action permitted by law,
during which 30-day period the breaching party may cure the breach described in said notice and
prevent further action by the non-breaching party(ies).
E. Waiver of Defects.
In executing this Agreement, the parties waive all objections they may have concerning
defects, if any, in the formalities whereby it is executed, or concerning the power of the parties
to impose the conditions set forth herein, and concerning the procedure, substance, and form
of the ordinances or resolutions adopting this Agreement.
F. Final Agreement.
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' . 16 of .4? R O.Os O O.OO GRRFIELD COUNTY C0
This Agreement supercedes and controls all prior written and oral agreements and
representations of the parties, with the exception of those Agreements previously made and
recorded and which, to the extent they do not conflict with the terms of this Agreement, have
been fully ratified and affirmed herein.
G. Modifications.
This Agreement shall not be amended except by wrinen agreement of all parties hereto.
H. Release of Liability.
It is expressly understood that the City cannot be legally bound by the representations of
any of its officers or agents or their designees except in accordance with the RMC, Rifle City
Ordinances and/or the laws of the State of Colorado; and, that Developers, when dealing with
the City, act at their own risk as to any representation or undertaking by the City officers or
agenrs or their designees which is subsequently held unlawful by a court of law.
I. CaPtions.
The captions in this Agreement are inserted only for the purpose of convenient referenib
and in no way define, limit, or prescribe the scope or intent of this Agreement or any part
thereof.
J. Binding Effeci.
This Agreement shall be recorded with the Clerk and Recorder of Garfield County, shall
constitute a covenant running with the land described on Exhibits A and B, and shall be binding
. upon and inure to the benefit of the parties hereto and their respective successors and assigns.
K. Invalid Provision
If any provisions of this Agreement shall be determined to be void Uy aiy court of
competent jurisdiction, then such determination shall not affect any other provision hereof, all
of which other provisions shall remain in full force and effect. It is the intention of the parties
hereto that, if any provision of this Agreement is capable of two constructions, one of which
would render the provision void, and the other of which would render the provision valid, then
the provision shall have the meaning which renders it valid.
L. Governing Law.
The laws of the State of Colorado shall govern the validity, performance, and
enforcement of this Agreement. Should either parry institute legal suit or action for enforcement
of any obligation contained herein, it is agreed that the venue of such suit or action shall be in
Garfield County, Colorado.
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M. Attorney Fees: Survival.
Should this Agreement become the subject of litigation to resolve a claim of default in
perfonnance by any party, the prevailing party shall be entitled to attorneys' fees, expenses, and
court costs. All rights concerning remedies and/or attorney fees shall survive any termination
of this Agreement.
N. Authority.
Each person signing this Agreement represents and warrants that he is fully authorized
to enter into and execute this Agreement, and to bind the parry it represents to the terms and
conditions hereof.
O. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall be deemed one and the same instrument.
Facsimile or photocopy signatures of, or on behalf of, any party to this Agreement, or any
subsequent modifications hereto, shall be effective for all purposes, including delivery, as anoriginal. r,
P. Notice.
All notices required under this Agreement shall be in writing and shall be hand-delivered
or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses
of the parties herein set forth. All notices so given shall be considered effective seventy-two
(72) hours after deposit in the United States mail with the proper address as set forth below.
Any party by notice so given may change the address to which future notices shall be sent.
Notice to City:City of Rifle
P. O. Box 1908
Rifle, CO 81650 :
Phone (970) 625-2121
Fax (970) 625-3210
Loyal E. Leavenworth, Esq.
Cynthia C. Tester, Esq.
P. O. Drawer 2030
Glenwood Springs, CO 81602
Phone (970) 945-2261
Fax (970) 945-7336
Garfield Counry Board of County
Commissioners
With copy to:
Notice to County:
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With copy to:
Notice to ALP:
109 Eighth Srreer, Suite 300
Glenwood Springs, Colorado gl6ol
Phone (970) 945-5004
Fax (970) 945-778s
Don DeFord, Esq.
109 Eighth Srreet, Suite 300
Glenwood Springs, Colorado g1601
Phone (970) 945-9150
Fax (970) 945-7785
Robert A. Howard
Airport Land Partners Limited
312 AABC, Suite A
Aspen, CO 81611
Phone (970) 544-5150
Fax (970) 544-5151
WHEREFORE, the parties hereto have executed duplicate originals of this Agreemeht
on the day and year first written above.
I.'NTY BOARD OF
IONERS-
AI LIMITED
By:'k Corporation,
Robert A. Howard, president
[Notary Blocls On Following page]
ry"erq
Business
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PARTI\
ATTEST:
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STATE OF COLORADO
COUNTY OF GARFIELD
WITNESS my hand and offrcial seal.
Acknowledged, subscribed and sworn to before me this ].}}Ou, of July 1999 by David
Ling, Mayor Pro-Tem, and Diana Nikkari, Clerk, on behalf ciYttre City of Rifle, Colorado.
)
) ss.
)
My commission expires: Z(ZUb ou
STATE OF COLORADO
COUNTY OF GARFIELD
STATE OF COLORADO )
Acknowledged, subscribed and sworn to before me this )to^, of futy lggg
Robert A. Howard, as President of Airport Business Park Corporation, general partner
Airport Land Partners Limited, on behalf of Airport Land Partners Limited.
WITNESS my hand and official seal.
My Commission expires:
me tnis /fr -of July 1999 by
, on behalf
)
) ss.
)
ribed and sworn
and
County of Counry Commi
couNrY oF 6orfi"/q"'
:i
by
of
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O,OO D O.OO GRRFIELD COUNTY CO
Permitted Uses:
Supple'nental Standards :
Ohiectionable Uscs:
Public Admiaisuation &cilitiesrtuildings, Roed & Bridge
{dminisnation, operations aod storage facilities, cone'ctions
facilities, community corrections facilities, hrbfca[y owued
comgurnications facilities, pubtic utilitios, single Fanily urd
MulEi'fmily horsing forpersons emproyed in irv of the previors
uses by right.
fnr.outsidc storage of vehicles or materials south of the public
service company e*ement will b€ allou,ed ss a u.e by right. fuiyoutside storage of vehicles or matcrials north of the putuc service
company easement shall bc subject to the landscaping erd
screcnhg rcquirements oftbe City of Rifle.
Privately nrn community correstioru facilities shall: :i
l. lmplement onc of the fo[owing ttuec (3) artemstives:A. A Conntysherifps prcsence within the facility; orB. A Sheriffsubstation locatcd on thc property; orC. The County or the operator of the facifiil, wiU
reirnbruse the City aunually in advanco, for the
ar:nual gross p8y associated with thc lowest paid
police officer on the Ciry of Rifle police fir"".
2, Public or private transportation slrall be provided, for all
work-release inmates.
.
r,\..
Any use uot tisted as a permined rse. "'t'' I
I
EXI{IBIT F