HomeMy WebLinkAbout01.045 Memorandum of Understanding Regarding Intersection of HWY 82 at CR 110 & CR 113hill Ki NM IC MAW/ mow�
Reception#: 824971
10/02/2012 09:31:37 RM Jean Alberico
1 of 10 Rec Fee:$0.00 Doc Fee 0.00 GARFIELD COUNTY CO
MEMORANDUM OF UNDERSTANDING
REGARDING THE INTERSECTION OF STATE HIGHWAY 82
AT THE JUNCTION OF COUNTY ROAD 110 AND COUNTY ROAD 113
Carbondale Investments, LLC, a Texas limited liability' corporation ("Developer"), and the
County of Garfield, Colorado, a body politic and corporate through its authorized agents and
representatives (the "County") (collectively "Party" or "Parties" means the Developer or the
County), desire to enter into this Memorandum of Understanding ("MOIJ") effective as of this
l day of9.p1,,1_ 2012.
RECITALS
A. Developer is the owner and developer of approximately 160 acres of land located
in Garfield County, Colorado ("Developer's Property") along State Highway 82 ("SH 82")
between the City of Glenwood Springs and the Town of Carbondale and west of the intersection
of SH 82 and the junction of County Roads 110, 113 and Frontage Road ("CR 110", "CR 113",
and Frontage Road, respectively, and where such junction intersects SH 82, the "East
Intersection").
B. By Resolution No. 2011-84, dated December 19, 2011, and recorded at
Reception No. 812357 in the real property records of the County (the "Resolution"), the Garfield
County Board of County Commissioners (the "Board") approved the River Edge Colorado
Planned Unit Development Plan, the River Edge Colorado Planned Unit Development Guide,
and the River Edge Colorado Preliminary Plan, which plans contemplate development of
Developer's Property with attached and detached single-family residential uses, community
service uses, passive and active recreational uses, open space, limited sand and gravel mining
uses, and limited agricultural uses (the "Proiect").
C. The main access road for the Project is proposed to be located on the west side of
SH 82 across from the East Intersection (the "Project Access Road"). A railroad right of way
which is managed and maintained by the Roaring Fork Transportation Agency ("RFTA") is
located on the west side of SH 82 between SH 82 and the Project. In order for the Project
Access Road to serve as the main access for the Project, Developer must obtain approvals, as
necessary, from the RFTA and the Colorado Public Utilities Commission for the design and
construction of a crossing of the RFTA right of way as a component of the Project Access Road
(the "RFTA Crossing"). The Project Access Road, including the right turn acceleration and
deceleration lanes on SH 82, and RFTA Crossing are referred to collectively as the "West Side
Improvements". All West Side Improvements are located west of the western most through
travel lane on SH 82.
D. Pursuant to the State Highway Access Code, before Developer may commence
construction of the West Side Improvements, Developer must obtain an access permit and Notice
to Proceed ("NTP") from the Colorado Department of Transportation ("CDOT"), which also may
require Developer to provide certain improvements to SH 82 between the eastern and western
most through travel lanes on SH 82, including left turn acceleration and deceleration lanes,
signaling, signage and striping (collectively, the "Highway Improvements").
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10/02/2012 09:31:37 RM Jean Alberico
2 of 10 Rec Fee,$0.00 Doc Fee,0.00 GARFIELD COUNTY CO
E. Consistent with the findings of the December 2010 Traffic Assessment for River
Edge Colorado prepared by Fehr & Peers and the June 2011 Transportation Needs Assessment
for the County prepared by Schmueser Gordon Meyer, the County and Developer agree that
existing traffic levels and safety conditions at the East Intersection warrant improvement. In
addition, the County has identified the East Intersection as the highest priority intersection in
need of improvement in Garfield County. The County's improvements of the East Intersection
include reconfiguring CR 110, CR 113 and Frontage Road, and necessary improvements to the
existing right turn acceleration and deceleration lanes on SH 82 (collectively, the "East Side
Improvements"). All East Side Improvements are located east of the eastern most through travel
lane on SH 82. The East Side Improvements, West Side Improvements, and Highway
Improvements shall be collectively referred to as the "Improved Intersection".
F. Developer desires to work with CDOT and the County to facilitate the planning,
design, permitting, and construction of the East Side Improvements that aligns the West
Intersection with the East Intersection in order to provide adequate access to the Project while
significantly improving the current condition of the East Intersection.
G. The Resolution sets forth as a condition of approval (B.10.d) that Developer
work with the County to develop an MOU regarding Developer's offer to fund and construct the
East Side Improvements and to facilitate the involvement of the various parties necessary to
complete the Improved Intersection. Developer's offer to fund and construct the East Side
Improvements contemplated that Developer would integrate those improvements with its overall
efforts to develop the West Side Improvements and the access to the Project.
H. Due to the Board's desire to have the County pursue the design and construction
of the East Side Improvements on an expedited basis, the Board at a public meeting on May 7,
2012 directed County staff to prepare an MOU with Developer that allows the County Public
Works & Facilities to take the lead on scheduling, funding and constructing the East Side
Improvements, but that coordinates the County's efforts on those improvements with those of
Developer to obtain approvals for and construct the West Side Improvements.
I. Through coordinated planning and design discussions, Developer and County
Public Works & Facilities have identified and agreed upon the preliminary design concept for the
East Side Improvements as the basis for advancing final design of the East Side Improvements as
shown on Exhibit A attached hereto.
J. In order to comply with the Resolution and to accelerate the planning, design,
permitting, and construction of the Improved Intersection, the Parties desire to set forth in this
MOU a framework for each Party's respective role with regard to the same.
AGREEMENT
NOW THEREFORE, in consideration of the premises and mutual promises and
covenants herein contained, the Parties agree as follows:
1. Recitals. The foregoing recitals are incorporated herein and made a part hereof.
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10(0212012 0931:37 AM Jean Alberico
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2. Project Collaboration/Lead Representatives. The Parties agree to work
cooperatively and in good faith and to diligently accomplish the planning, design,
permitting, funding, and construction of the Improved Intersection. Communication is
vital throughout this process. The County lead representative for the design and
construction of the East Side Improvements shall be the Public Works & Facilities
Director, Betsy Suerth. Developer's lead representative for the design and construction
of the West Side Improvements and Highway Improvements shall be William S. Otero of
8140 Partners, LLC.
3. Notice to Proceed Deadline/Basis For Extension Request. The County
acknowledges that the Project requires Developer to secure a NTP from CDOT prior to
first final plat approval by the County which, under the three-year period in the
Resolution, must occur no later than December 19, 2014 ("Approval Deadline"). The
County acknowledges that delays associated with the design and construction of the East
Side Improvements are a legitimate reason for Developer to request an extension of the
Approval Deadline and Project deadlines pursuant to the County Unified Land Use
Resolution of 2008, as amended ("ULUR"). The County further acknowledges that
should there be a delay in timely permitting or constructing the East Side Improvements
such delay shall not interfere with or delay Developer's receipt of final plat approval for
the Project if Developer has independently obtained a NTP from CDOT for the West
Side Improvements and Highway Improvements and met all other Resolution and ULUR
requirements for approval of the final plat.
4. County RFP/Centerline Survey. The County will issue a Request for Proposal no
later than October 31, 2012, soliciting bids to design the East Side Improvements. On or
before October 17, 2012, Developer shall provide to the County Developer's survey of
the proposed centerline for the West Intersection. The County shall incorporate the
centerline survey into the County's RFP as a basis for design. The centerline survey shall
be consistent with the centerline shown on plans approved by the Resolution and shall be
considered the official centerline for the Improved Intersection.
5. Developer Reimbursement Obligations. Subject to paragraph 6 below,
Developer shall reimburse the County for the design and construction of the East Side
Improvements as follows:
(a) County Public Works & Facilities and their selected Consultant will
prepare the design of the East Side Improvements working cooperatively with
Developer to ensure the proposed plans properly coordinate with the overall intent
of the West Side Improvements and Highway Improvements. Based on this
coordinated design and cooperative effort, Developer shall reimburse the County
for design and surveying costs for the East Side Improvements, inclusive of all
survey, geotechnical, traffic counts, traffic modeling, management, engineering
design costs, permitting, staffing and any other miscellaneous costs incurred by the
County (collectively "Design and Survey Costs"). The County shall issue invoices
quarterly to Developer documenting the Design and Survey Costs associated with
the East Side Improvements expended prior to and during the quarter preceding the
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Reception#: 824971
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4 of 10 Rec Fee:$0.00 Doc Fee:O 00 GARFIELD COUNTY CO
invoice, and documenting the progress of the design and surveying. Said invoices
shall be due and payable within 30 days.
(b) Developer shall reimburse the County for all East Side Improvement
construction costs including staffing, engineering, construction, drainage,
permitting, traffic control, and other miscellaneous costs incurred by the County
(collectively "Construction Costs"). The County shall issue invoices quarterly to
Developer documenting the Construction Costs associated with the East Side
Improvements expended prior to and during the quarter preceding the invoice, and
documenting the progress of the construction. Said invoices shall be due and
payable within 30 days.
(c) The County shall be solely responsible for all costs associated with
acquiring easements, rights of way, fee interests or other real property interests
necessary for the East Side Improvements and Developer shall have no
reimbursement obligations therefor.
6. Condition to Developer's Reimbursement Obligations and Continued
Effectiveness of MOU. The Parties acknowledge that Developer's offer to enter into this
MOU to fund and construct the East Side Improvements was premised and conditioned
on the understanding that Developer would use the Improved Intersection to access and
develop the Project. If Developer does not receive the first final plat approval from the
County either by the Approval Deadline, or by any amended deadline if the Approval
Deadline is extended pursuant to the ULUR, Developer shall be entitled to terminate its
obligations under this MOU and request and receive reimbursement from the County for
Design and Survey Costs and Construction Costs for the East Side Improvements.
7. Coordination with Water System Improvements.
(a) The County acknowledges that Developer must install water system
improvements within CR 110 and SH 82 at the intersection of CR 113 and SH 82.
As such, the County shall coordinate with Developer to ensure that said water
system improvements are included in the overall design and construction processes
for the East Side Improvements. The County shall provide Developer with all
intersection design information on a timely basis to allow Developer to design the
water system improvements concurrently with the County's design of the East Side
Improvements.
(b) By no later than January 15, 2013, or such other time that may be agreed to
by the Parties' lead representatives based on the then -adopted schedule and
progress toward design, Developer shall submit to the County design plans and
specifications for the water system improvements, and the County shall incorporate
them into the access permit application it submits to CDOT for the East Side
Improvements. The County shall not initiate construction of the East Side
Improvements until the water system improvements are approved for construction,
as necessary, by the County, CDOT, the Roaring Fork Water and Sanitation
District ("RFWSD") and the Colorado Department of Public Health and
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Environment. Upon issuance of such approvals, the County and Developer shall
coordinate the construction of the East Side Improvements with construction of the
water system improvements to allow Developer to install the water system
improvements concurrently with the County's East Side Improvements. Developer
shall fund all water system improvements.
(c) The County further agrees to facilitate and promptly review necessary
pipeline permits, construction easements, and other right-of-way permits that may
be required to install RFWSD facilities within the vicinity of the Improved
Intersection including those along CR 110, CR 113 and Frontage Road.
(d) Developer shall be responsible for and pay the County for any increase in
Construction Costs caused by the County's alteration of its construction plans or
schedule for the East Side Improvements to accommodate Developer's water
system improvements.
8. CDOT Application for Highway Access.
(a) Each Party shall prepare all application forms, studies, financial analyses,
cost estimates, and design and construction plans required by CDOT to commence
construction of its respective portion of the Improved Intersection (the
"Application Materials"). The Parties acknowledge that final approval of the
Application Materials rests with CDOT and that CDOT's approval will be based on
compliance with CDOT standards and requirements. The Parties agree to work
collaboratively toward a mutually agreeable design with the objective of obtaining
CDOT approval of the Improved Intersection.
(b) The County and Developer shall cooperate in the preparation of the
Application Materials and agree to share data and information that are necessary
and appropriate to complete the Application Materials and facilitate construction of
the Improved Intersection.
(c) Upon receipt of the Application Materials from either Party, including
preliminary drafts thereof (if any), the County and Developer will timely review
and provide written comment to the other Party.
(d) The County and Developer agree to take such actions in a timely manner in
order to avoid unnecessarily delaying construction of the Improved Intersection.
(e) Each Party agrees to maintain clear, ongoing lines of communication with
the other Party regarding, as applicable and without limitation, the status of the
County's and Developer's preparation of the Application Materials, the County's
and Developer's review of the Application Materials, and the construction of each
Party's respective portion of the Improved Intersection. Each Party further agrees
that the Parties' objective is to submit to CDOT the Access Permit Application and
Final Design so as to be able to receive a NTP from CDOT by no later than
September 2014 to allow processing and filing of final plat for the Project by
December 14, 2014.
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Reception#; 824971
10/02/2012 09:31737 RM Jean Riberico
6 of 10 Rec Fee:$0.00 Doc Fee:0.00 GARFIELD COUNTY CO
9. General Terms.
(a) This MOU may not be assigned by either Party without the prior written
consent of Developer or the Board, respectively, and may not be amen,
modified, d, or terminatece.t b a written agreement sij ed by Deve oper nti
t e :oarf assigned, this MOU will be binding upon and inure to t e .ene it of
the successor and assign.
(b) Headings are inserted in this Agreement for ease of reference and do not
define, limit, or prescribe the scope or intent of the provisions of this Agreement or
any part thereof.
(c) If any provision of this MOU is deemed void, invalid, or unenforceable by
any court or tribunal of competent jurisdiction, that provision shall be stricken
from this MOU without effect on the remaining provisions of the MOU.
(d) Neither party shall be liable for its failure to perform hereunder due to
contingencies beyond its reasonable control, including but not limited to strikes,
riots, war, and acts of God.
(e) Nothing in this MOU shall be deemed or construed to limit, impair or
restrain any of the powers and authority of the County conferred by constitution,
statutes, regulations or other laws.
(f) Nothing contained herein shall be construed to constitute the Parties hereto
as partners or joint venturers, or as agents or representatives of the other. Except
as expressly authorized herein, neither Party shall hold itself out as having the
authority to speak for or otherwise bind the other.
(g) Any notices, demands or other communications required or permitted to be
given in writing hereunder shall be delivered personally, delivered by overnight
courier service, or sent by certified mail, postage prepaid, return receipt requested,
addressed to the Parties at the addresses set forth below, or at such other address as
a Party may hereafter or from time to time designate by written notice to the other
Party given in accordance herewith. Notice shall be considered given at the time it
is personally delivered, the day delivery is attempted but refused, the day following
being placed with any reputable overnight courier service for next day delivery, or,
if mailed, on the third day after such mailing.
TO DEVELOPER: Carbondale Investments, LLC
5121 Park Lane
Dallas, Texas 75220
and
Carbondale Investments, LLC
Attn: Rockwood Shepard
7999 Highway 82
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Reception#: 824971
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With a copy to:
Carbondale, CO 81623
Phone: 970.945.2113
Brownstein Hyatt Farber Schreck
Attn: Wayne F. Forman, Esq.
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202
Phone: 303.223.1100
TO THE COUNTY: Garfield County Board of County Commissioners
Attn: County Manager
108 Eighth Street, Suite 213
Glenwood Springs, Colorado 81601
Phone: 970.945.5004
(h) This MOU may be executed in multiple counterparts, which taken together
constitute but one and the same instrument and signatures hereto may be delivered
by electronic means.
[Signature pages follow.]
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10/02/2012 09,31:37 AM Jean Alberico
0 of 10 Rec Fee $0,00 Doc Fee:0.00 GARFIELD COUNTY CO
IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed by
their duly authorized representatives effective as of the date first stated above.
ATTEST:
By:
KY) t(2.1, .
COUNTY:
GARFIELD COUNTY BOARD OF
COMMISSIONERS, COUNTY OF GARFIELD,
COLORADO, a i . . y co .orate and politic
By:
Name:
Its: Chair
DEVELOPER:
CARBONDALE INVESTMENTS, LLC,
a Texas limited liability company
By:�
Name:?ock ocx! S%t.eV
Its: wh eff isziprecodoLa a -e
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10/02/2012 09:31,37 AM Jean Alberico
9 of 10 Rec Fee:$0.00 Doc Fee:0.00 GARFIELD COUNTY CO
STATE OF _j } { )
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COUNTY OF ('4L'f ✓(�)
The foregoing instrument was acknowledged before me this (2 )- day of
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MY COMMISSION EXPIRES: 2- / - / 10 /
Enedina Briccno
NOTARY PUBLIC
STATE OF COLORADO
My commission eapirea 02.0&15
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