HomeMy WebLinkAbout16.0 Pre-Inclusion and Plant Development AgreementPRE -INCLUSION AND
WASTEWATER TREATMENT PLANT
DEVELOPMENT AGREEMENT
THIS PRE -INCLUSION AND WASTEWATER TREATMENT PLANT
DEVELOPMENT AGREEMENT (hereinafter "Agreement") is made and entered into this 15th
day of December, 1999, by and between SPRING VALLEY SANITATION DISTRICT, a
Colorado special district, (the "District"); SPRING VALLEY DEVELOPMENT, INC., a
Colorado corporation, ("SVD"); BERKELEY FAMILY LIMITED PARTNERSHIP, a Colorado
limited partnership, ("Berkeley"); COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT,
a statutory junior college district ("CMC"); LOS AMIGOS RANCH PARTNERSHIP, a
Colorado general partnership, ("LARP"); COLORADO PINON PINES, LTD., a Colorado
limited partnership ("Pinon Pines"); and WILLIAM AND PAMELA GIBSON ("Auburn
Ridge"). SVD, Berkeley, CMC, LARP, Pinon Pines, and Auburn Ridge are hereinafter
collectively referred to as "Landowners." SVD, Berkeley, CMC, and LARP are hereinafter
collectively referred to as "Funding Landowners."
WITNESSETH:
WHEREAS, the District is a Colorado special district formed and organized in 1980 and
functioning pursuant to the authority of Colo. Rev. Stat. §§ 32-1-101, et seq., providing
wastewater treatment service to an area in Garfield County, Colorado; and
WHEREAS, the Landowners are respectively the fee and equitable owners of one
hundred percent (100%) of certain real property located in the Spring Valley area of Garfield
County, Colorado, as more particularly described in Exhibit A, attached hereto and incorporated
herein by this reference (the "Service Property"); and
WHEREAS, the Landowners desire that the Service Property be included in the District
and that the District provide wastewater treatment service to the Service Property; and
WHEREAS, the Board of Directors of the District (the "Board") has determined that it
is in the best interests of the District to expand the District boundaries to include the Service
Property and to provide central wastewater treatment service to the Service Property by
constructing, managing, and operating a new wastewater treatment plant; and
WHEREAS, Colo. Rev. Stat. -§§32-1-401, et seq. , provide requirements and procedures
for inclusions of property into the District, and specifically Colo. Rev. Stat. §32-1-402(1)(c)
provides that agreements may be entered into "between a board and the owners of property
sought to be included in a special district with respect to fees, charges, terms and conditions on
which such property may be included"; and
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WHEREAS, pursuant to Colo. Rev. Stat. §32-1-401(1)(a), the Landowners filed Petitions
for Inclusion with the District; and
WHEREAS, pursuant to Colo. Rev. Stat. §32-1-401(1)(b), the District held duly noticed
public hearings on March 29, 1999, and April 22, 1999, at which hearings the inclusion of the
Service Property was approved by the Board of Directors for the District pursuant to Colo. Rev.
Stat. §32-1-401(1)(c)(I), subject to the terms and conditions of this Agreement between the
parties; and
WHEREAS, the District adopted an amendment to its 1979 Service Plan for the purpose
of incorporating the Service Property into its service area and providing for the construction of
a new wastewater treatment plant, which Amended Service Plan was approved by the Garfield
County Board of Commissioners on April 26, 1999; and
WHEREAS, in 1998, the Funding Landowners each executed Initial Funding Agreements
with the District providing for the funding of a portion of the estimated costs of site application
approval from the Colorado Department of Public Health and Environment ("CDPHE") for the
proposed new wastewater treatment plant, an amendment to the existing District Service Plan,
and agreements for inclusion in the District of property owned by the Landowners; and
WHEREAS, pursuant to Colo. Rev. Stat. §§32-1-1001(1)(d) and (j -m), and 31-35-
402(1)(e) and (f), the District has the authority to obtain reimbursement of its costs in providing
services to District customers, including, but not limited to, sewer connections, inclusions in the
District, and planning and review of line extensions; and
WHEREAS, the Landowners are willing to provide funds, pursuant to the terms and
conditions set forth herein, for the construction by the District of a new tertiary wastewater
treatment plant and associated sewage and treated effluent collection and conveyance facilities
(the "Plant"), a depiction of which is contained in Exhibit B, attached hereto and incorporated
herein, in consideration of the District's inclusion of the Service Property within the District,
the District's provision of wastewater treatment service to the Service Property, and the
reimbursement of the Funding Landowners' construction cost contributions, including interest
accrued thereon as set forth herein; and
WHEREAS, the District and the Landowners desire to set forth the terms and conditions
pursuant to which the Service Property will be included within the District; the Plant will be
funded, designed, constructed, and operated; and construction cost reimbursements to the
Funding Landowners shall occur.
NOW THEREFORE, in consideration of the mutual covenants and agreements of the
parties and other good and valuable consideration, the adequacy and sufficiency of which is
hereby acknowledged, the parties, on behalf of themselves, their successors, assigns or
transferees, agree as follows:
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1. Purpose of Agreement. The purpose of this Pre -Inclusion and Wastewater
Treatment Plant Development Agreement is to provide for the inclusion of the Service Property
within the District, the construction and initial operation of the Plant to provide wastewater
treatment service for the property within the District's service area, as amended from time to
time, and to provide for reimbursement of construction costs contributed by the Funding
Landowners.
2. Incorporation of aggitals. The foregoing recitals are true and correct and are
incorporated herein by this reference.
3. Termination of Initial Funding Agreements. Upon execution of this Agreement,
the Initial Funding Agreements entered into by the District and each of the Funding Landowners
shall terminate and all initial funding amounts required by the District under the Initial Funding
Agreements shall be immediately due and payable upon execution of this Agreement. The
parties agree that under the terms of the Initial Funding Agreements, each Funding Landowner
is responsible for payment to the District of $50,000, and payment of such sums is a condition
precedent to execution of this Agreement. The District acknowledges receipt of such sums from
the Funding Landowners prior to the execution of this Agreement. Upon execution of this
Agreement, the Funding Landowners shall be responsible for funding the Plant Project Cost,
as defined in paragraph 18, below. The parties further agree that the Funding Landowners shall
have no right or claim for reimbursement or credit for funds contributed under the Initial
Funding Agreements, except as provided in paragraph 23, below, absent a breach of this
Agreement by the District.
4. Incorporation of District Rules and Regulations. The Rules and Regulations of
the District in effect on the date of execution of this Agreement, and any subsequent amendments
thereto, are incorporated into this Agreement by this reference. If no District Rules and
Regulations are in effect on the date of execution of this Agreement, this Agreement shall
incorporate those Rules and Regulations approved by the Board following execution of this
Agreement, and any subsequent amendments to those Rules and Regulations; provided,
however, the District Rules and Regulations incorporated into this Agreement, and any
subsequent amendments thereto, shall not operate to defeat or materially alter the parties'
express rights and obligations under this Agreement. From the effective date of inclusion of the
Service Property as established by an Order of the Garfield County District Court, the Service
Property shall be subject to all lawful taxes, fees, rates, tolls and charges now in effect or which
may later be lawfully levied or collected by the District, except as otherwise provided in this
Agreement. Further, all connections to the Plant and all lines for wastewater treatment service
on the Service Property shall _be made in accordance with the District's Rules and Regulations
and technical specifications, and the terms and conditions of this Agreement.
5. Warranties and Representations. The Landowners make the following
representations and warranties to the District:
A. Each Landowner is the fee owner of its respective portion of the Service Property
and has good and marketable title to its portion of the Service Property, subject
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to any mortgage, covenants, deeds of trust, restrictions, reservations, or
easements now or hereafter affecting its portion of the Service Property;
B. Each Landowner has the full right, power and authority to enter into and perform
this Agreement;
C. To the best of each Landowner's knowledge, neither the execution of this
Agreement, nor the fulfillment or compliance with the terms and conditions of
this Agreement, will conflict with, or result in, a breach of any terms, conditions,
or provisions of, or constitute a default under, or result in the imposition of any
prohibited lien, charge, or encumbrance of any nature against its respective
portion of the Service Property under any other agreement, instrument, indenture,
deed of trust, mortgage, judgment, order, or decree of any court to which such
Landowner is party to or by which such Landowner or its portion of the Service
Property are bound; provided, however, that a Landowner may obtain a waiver
of any such terms or conditions, or a consent to its entry into this Agreement, and
remain in full compliance with this representation;
D. Each Landowner shall provide all easements necessary for the construction of the
Plant, pursuant to paragraph 11 of this Agreement; and
E. Each Funding Landowner can and will provide funds, pursuant to the terms and
conditions of this Agreement, for the design, construction, monitoring, final
testing and initial operation of the Plant.
6. Inclusion of Property. Provided each Landowner has satisfied all conditions
precedent to inclusion identified herein, the District shall take all steps necessary to finalize the
inclusion of the Service Property into the District pursuant to Colo. Rev. Stat. §§32-1-401 et
seq., including, but not limited to, obtaining an Order of Inclusion from the Garfield County
District Court, and filing and recording such Order with the Garfield County Clerk and
Recorder, the Garfield County Assessor, and the Division of Local Government of the Colorado
Department of Local Affairs. The Order of Inclusion shall not be tendered to the District Court,
and the inclusion of the Service Property shall not be effective, unless and until each of the
following conditions are satisfied:
A. Receipt by the District of all necessary approvals for Plant construction from state
and local government entities, including but not limited to final approval of a site
application by CDPHE for the Plant. Approval by governmental entities of the
necessary permits, or other regulatory approvals, shall be satisfactory to meet this
condition if such approval is made without conditions or with conditions approved
in writing by the District. If any necessary approval as contemplated in this
paragraph is received with conditions, the District shall have the right, after
consultation with the Landowners, to refuse to accept such conditions and may
declare such approval unsatisfactory for purposes of meeting this condition. In
the event that any condition precedent herein listed is not satisfied by July 1,
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2000, any Landowner may withdraw its request for inclusion in the District and
withdraw from this Agreement pursuant to the provisions of paragraph 27 below.
B. Receipt by the District of an acceptable financial guarantee from each of the
Funding Landowners for one hundred percent (100%) of its pro rata share of the
construction cost of the Plant, as more particularly described in paragraph 18,
below.
7. Connection to District System. Prior to commencement of Plant construction, and
subject to the District's sole discretion, no Landowner shall have the right to receive additional
service from the District's wastewater treatment system in existence as of the execution of this
Agreement ("Existing Treatment System"); provided, however, it is expressly agreed that the
foregoing limitation shall not be construed to prevent or restrict any Landowner, or the
transferee of any Landowner, from making connection to the Existing Treatment System and
receiving wastewater treatment service therefrom pursuant to a Tap fee credit purchased by such
Landowner from the District prior to the date of execution of this Agreement. The parties
recognize that the District has approved the Colorado Animal Rescue ("CARE") request to
connect its proposed animal shelter, which is to be located on the Service Property, to the
Existing Treatment System prior to commencement of Plant construction, and the parties agree
that CARE shall utilize no more than 1 EQR of capacity. The CARE connection shall not be
deemed a violation of the provisions of this paragraph.
No new wastewater treatment service shall be provided to the Service Property, and no
new connection shall be made to the Plant until the Service Property is included in the District,
the appropriate Landowner's application for service has been approved by the District, the
appropriate Landowner has complied with all connection requirements as established in the
District's Rules and Regulations, any applicable tap fees have been paid, a tap permit has been
issued, and Plant construction is completed. Upon completion of Plant construction, all existing
users of the District's Existing Treatment System shall connect to the Plant. Except as provided
in paragraph 22, below, in the event the District's service lines are constructed within four
hundred (400) feet of an operational individual sewage disposal system ("ISDS") on the Service
Property, the user of the ISDS shall be required to connect to the Plant within one (1) year of
notification from the District to the user that such connection is required.
8. Amended Service Plan. On February 5, 1999, the District submitted to Garfield
County an Amended Service Plan for the expanded wastewater treatment service to be provided
by the District, which was approved by the Garfield County Board of Commissioners on April
26, 1999. The respective obligations of the District and the Funding Landowners concerning
the costs and preparation of the Amended Service Plan are further described in the Initial
Funding Agreements. The parties agree that the District shall be permitted, after consultation
with the Funding Landowners, to make the sole decision regarding the ultimate size and extent
of any revisions to the District boundaries or service area, so long as such revisions do not cause
the Funding Landowners to be obligated to the District for any additional dollar amounts
pursuant to this Agreement, and do not result in the exclusion of the Service Property of any of
the Funding Landowners.
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9. Site Application. Plant Design and Construction Inspection Responsibility. The
District shall prepare and submit for approval a Site Application to the CDPHE pursuant to
Colo. Rev. Stat. § 25-8-702 for the Plant. The parties agree that the Plant shall be designed by
a qnalified engineering firm selected at the sole discretion of the District ("District Engineer"),
with input from the Funding Landowner Representative as described in paragraph 17, below.
The Plant shall be located at the site of the Existing Treatment System. The Plant is intended
to be designed as a tertiary treatment plant capable of handling the maximum estimated capacity
needs of the District, currently estimated to be 500,000 gallons per day, and to be constructed
in a single phase; however, the parties agree that the District may determine to construct a
tertiary treatment plant of a capacity less than or greater than 500,000 gallons per day, if
economic or other practical considerations so dictate. The District shall maintain absolute
discretion, after consultation with the Funding Landowners, to design and construct a phased
facility or to change the capacity of the Plant if circumstances so require, so long as the capacity
needs of the Landowners are satisfied. The Site Application also will propose the facilities
required for the transportation of the treated effluent from the Plant to an outfall point located
in the Spring Valley Drainage on the Berkeley or SVD Service Property. The exact location
shall be determined by mutual agreement of the parties, approval of which shall not be
unreasonably withheld or delayed. The parties agree to cooperate and proceed in good faith to
complete and submit to CDPHE the Site Application as contemplated herein. The District
Engineer shall provide full engineering services, including design services, assistance during
bidding, and construction management, inspection and observation. The District Engineer and
the District shall agree, after consultation with the Funding Landowners, upon a maximum cost
for such services. During the period of construction, such services may include full-time on-site
representation by the District Engineer.
10. Landowner Use of Effluent. The Landowners shall have the right to receive,
without cost therefor, from the District the tertiary treated effluent from the Plant attributable
to the wastewater generated by use on their respective properties. To the extent reasonably
economically possible, the District will treat the effluent to meet State of Colorado Water
Quality Control Division policies for slow -rate land application of treated wastewater in effect
on the date of execution of this Agreement. The applicable limits shall be determined under the
State policy for "Reclaimed water used for green -belt and other secondary contact areas";
provided, however, the District shall treat the effluent to ensure that total coliform organisms
do not exceed a seven-day median number of 2.2 coliforms per 100 ml and a maximum
concentration of 23 coliforms per 100 ml in any individual sample. The District will not be
required to treat the effluent to meet any current or future state policy discharge limits for
turbidity (NTU). The effluent will be delivered along the outfall line to one or more discharge
points along the Spring Valley drainage. Each Landowner shall be responsible for delivery of
its treated effluent from the discharge point(s) along the outfall line to its respective place of use
on the Service Area property, including but not limited to the cost of: (1) delivery line
construction and maintenance; and (2) installation, operation and maintenance of any necessary
pumps and meters. The Landowners may use such effluent for agricultural purposes, irrigation
of golf courses, open space, or lawns and gardens within the District's Service Area if
appropriate governmental approvals and/or water rights, if required, for such uses are obtained
by the Landowners at the Landowners' sole expense. Any Landowner shall have the right to
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tap directly onto the District's outfall line to transport the treated effluent from the outfall line
to the Landowner's property; provided however, that such Landowner shall be responsible for,
and incur all costs associated with, any necessary site approval required by the State of
Colorado. The District agrees to cooperate with any Landowner in its efforts to receive site
approval for land application of treated effluent if required for the Landowner's direct
connection to the outfall line. Additional treated effluent generated by the Plant or treated
effluent not requested by the Landowners entitled to it shall annually be offered, without cost
therefor, for use pro rata by any of the Landowners who have notified the District of their desire
to use such additional amounts. The Landowners' respective rights to the use of effluent under
this paragraph may be assigned, leased, or conveyed, provided such assignment, lease or
conveyance is only to a successor development interest, a homeowner's association formed for
homeowners within the District's Service Area, an entity formed to operate golf courses or
manage irrigation within the District's Service Area, or to one or more Landowners.
11. Easements. The Landowners, if requested by the District, shall dedicate for no
additional consideration non-exclusive easements for all facilities, including access and
temporary construction easements, associated with construction, operation, maintenance, repair
and replacement of the Plant, including but not limited to easements for collection lines, outfall
lines, lift stations, drainage, and for delivery of reusable effluent to the Landowners. The
locations of such easements shall be determined by mutual agreement between the District and
each individual Landowner, approval of which shall not be unreasonably withheld or delayed.
Such easements shall be for the benefit of the District and other users of the Plant, if necessary.
The Landowners shall dedicate such easements to the District, free and clear of all liens and
encumbrances which would interfere, as determined by the District, with the District's use of
the easements. All easements to be dedicated shall be general utility easements of width
reasonably determined by the District. Further, the Landowners agree to dedicate other
necessary easements for access or completion of work on the Service Property and for future
expansion of District services to the Service Property as may be determined reasonably
necessary by the District. The Landowners shall further dedicate for no additional consideration
additional easements for sewer collection lines and appurtenant facilities as required and
approved by the District across the Landowners' Service Property to serve the Landowners'
Service Property. All such easements shall be determined and dedicated as needed by the
District for Plant construction and for internal collection lines. The parties agree that any
easements dedicated under this paragraph may be relocated upon request to the District by a
Landowner, provided such relocation shall not result in any cost to the District or any user of
the Plant. The District will cooperate with the Landowners in connection with its utilization of
such easements so as to minimize interference with the Landowners' development activities.
12. Easements to be Acquired by Eminent Domain. The District and the Landowners
agree that the District shall exercise its lawful rights to condemn non-exclusive easements across
property not within the Service Area under the following circumstances:
A. The District shall condemn, if necessary, any easements across property not
within the Service Area which are required for Plant construction, including but
not limited to construction of Plant facilities, temporary construction easements,
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access easements, and easements for collection lines, outfall lines, lift stations,
and drainage. The cost of such eminent domain proceedings shall be deemed part
of the Plant Project Cost as identified in paragraph 16, below.
B. The District shall condemn, at the request of any Landowner, any easements
across property not within the Service Area which are required to deliver treated
effluent to such Landowner under the provisions of paragraph 10, above. The
cost of such eminent domain proceedings shall be deemed a cost associated with
delivery of the treated effluent from the outfall line to the Landowner's Service
Area Property, which is solely attributable to the requesting Landowner.
13. Land Use Review. In any land use approval process, the District agrees to
confirm to Garfield County the availability of wastewater treatment service to the Service
Property consistent with and pursuant to the terms of this Agreement, and any other related
agreements.
14. Schedule. The District Engineer and the Funding Landowners have established
a master schedule, which outlines each of the major tasks to be accomplished by each of the
parties and the time contemplated for each activity. A copy of the master schedule is attached
hereto as Exhibit C and incorporated herein by this reference. The parties agree that time is of
the essence in this Agreement and the parties agree to cooperate and exercise their best efforts
to comply with the master schedule. So long as the District is proceeding in a workmanlike
manner and using its good faith best efforts, it shall not be liable for failure to comply with the
master schedule; the parties recognize that the master schedule reflects an aggressive time frame
at the request of the Funding Landowners. In addition, the District Engineer shall provide
detailed schedules indicating planned and actual progress for each of the design activities
contemplated. The District shall cause such detailed design schedules to be completed by the
District Engineer and updated monthly as required with actual progress indicated. Copies shall
be provided on a monthly basis by the District Engineer to the Board and the Funding
Landowners.
15. Plant Project Budget. The District Engineer has established a budget for Plant
construction ("Plant Project Budget"). The actual cost of all items contained in the Plant Project
Budget shall be designated the "Plant Project Cost." The Plant Project Budget shall include the
following:
A. All costs incurred or services provided by the District for the Landowners'
benefit associated with the inclusion of the Service Property within the District
boundaries, preparation and approval of the service plan amendment and site
application, preparation of this Agreement, and any other costs addressed in the
Initial Funding Agreements, including but not limited to engineering, legal, filing
or recording fees and related expenses or costs. Such costs shall include all
actual costs incurred by the District and reimbursed by the Funding Landowners
under the Initial Funding Agreements, and $23,000 of the funds expended by
CMC in conjunction with the District's 1996 secondary wastewater treatment
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facility expansion, as such contribution has reduced the costs of Plant approval,
design, and construction by that amount.
B. All costs incurred for acquisition of easements or real property necessary for
construction of the Plant, other than those provided pursuant to paragraph 11
above.
C. All costs incurred for payment of development, design, engineering, construction,
construction management, construction observation and inspection, final Plant
testing, and commissioning of the Plant.
A copy of the Plant Project Budget is attached hereto as Exhibit D and incorporated
herein by this reference. The District Board shall review and modify, if necessary, the Plant
Project Budget after consultation with the District Engineer and the Funding Landowners
following: (1) CDPHE approval of the Site Application for the Plant ("Site Approval
Deadline"); (2) the possible addition of necessary treatment processes, including but not limited
to required construction of winter storage reservoirs for land application of treated effluent; and
(3) identification of the lowest responsible bidder for construction of the Plant as described in
paragraph 17, below. The District Board may, at any other time, modify the Plant Project
Budget after consultation with the District Engineer and the Funding Landowners. The parties
agree that under the terms of this paragraph, the District Board shall have absolute discretion
to modify the Plant Project Budget, after consultation with the District Engineer and the Funding
Landowners, provided the Construction Cost per EQR, as identified in paragraph 20.B., below,
does not exceed $3,400. In the event the District Board's modification of the Plant Project
Budget results in a Construction Cost per EQR exceeding $3,400, such modification shall
require unanimous approval from the Funding Landowners.
In the event the District Board's modification of the Plant Project Budget results in a
Construction Cost per EQR exceeding $3,400 and the modification does not receive unanimous
approval from the Funding Landowners, the District Board may terminate construction of the
Plant. The parties further agree that if the District Board terminates construction of the Plant
following Funding Landowner denial of a Plant Project Budget modification, the District and
the Funding Landowners shall enter, into good faith negotiations to establish a mutually
acceptable Plant Project Budget and complete construction of the Plant. If mutual agreement is
not reached for the completion of Plant construction and the District elects to terminate
construction of the Plant under this paragraph, such termination of construction shall not be
deemed a breach of this Agreement by the District, nor shall the District be liable for any
damages incurred by any or all of the Landowners as a result of the District's actions. The Plant
Project Budget shall be deemed final upon award of the Plant construction bid under paragraph
17 below.
In the event the District and the Funding Landowners establish a mutually acceptable
Plant Project Budget which results in a Construction Cost per EQR exceeding $3,400, the
District shall resume construction of the Plant in a timely manner. If one or more Funding
Landowners elects not to provide its respective funding amount under the terms of the revised
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Plant Project Budget, such Funding Landowner(s) shall be designated a Partial Funding
Landowner for purposes of this Agreement. A Partial Fending Landowner shall not be deemed
in breach of this Agreement for failure to pay its pro rata share under the revised Plant Project
Budget. A Partial Funding Landowner shall, however, forfeit the right to utilize any taps for
its Requested EQRs under paragraph 19, Table B, above, until the Partial Funding Landowner
provides payment of its entire funding amount under the terms of the revised Plant Project
Budget to the District, together with interest earned thereon in the amount of twelve percent
(12%) per annum, compounded annually. In the event the Partial Funding Landowner fails to
make payment of the entire funding amount, with interest, to the District within ten (10) years
of commencement of Plant operation, such Partial Funding Landowner shall forfeit all claims
for use of its requested taps and shall waive any right or claim for reimbursement or credit for
sums provided to the District under this Agreement or the Initial Funding Agreements. The
Partial Funding Landowner shall be precluded from purchasing unallocated taps from the
District prior to payment of the entire funding amount, with interest; provided, however, such
Partial Funding Landowner may purchase unallocated taps following expiration of the ten (10)
year period identified above. Upon receipt of payment from the Partial Funding Landowner,
the District shall reimburse the appropriate Funding Landowner(s) for their contributions to the
Plant Project Budget in excess of their Funding Amounts, plus interest collected on such sums.
16. plant Design Process. By December 15, 1999, the Funding Landowners shall
provide the District with a final request for EQR capacity in the Plant, and the District Engineer
shall then prepare a Plant design for review by the Board and the Funding Landowners. Upon
review of the Plant design by the Funding Landowners, any Funding Landowner may present
evidence to the Board of an alternative plant design or cost estimate which will result in a cost
reduction exceeding ten percent (10%). The Board shall consider such evidence prior to
acceptance of the District Engineer's Plant design. The parties agree that any Funding
Landowner may approach the Board with a request for further modification of its EQR request
for capacity in the Plant, and the Board, in its reasonable discretion, may approve, approve with
conditions, or deny the Funding Landowner request, provided such request does not result in
any additional cost to the District or the remaining Landowners, or an unreasonable delay in
completion of the Plant construction.
The District Engineer shall design the Plant to comply with any condition of approval of
the Site Application and applicable federal, state and local environmental and design standards
at the most efficient and practicable overall capital construction, operations, and maintenance
cost. The District Engineer shall submit design progress reports to the District and the Funding
Landowners as are customary in the industry at 30%, 65%, and 95% completion, and shall
include in each progress report an update or review of the expected Plant cost. The Funding
Landowners shall have ten (10) days after receipt of each submittal to provide any comments
or concerns regarding the design of the Plant to the District Engineer and the District Board.
The comments of the Funding Landowners shall be considered by the District but need not be
implemented by the District. In the event a submittal contains a District Engineer conclusion that
the Plant Project Budget will be exceeded, the District Engineer shall utilize his best efforts to
re -design or make such other changes as may be required to cause the estimate of probable
construction costs to be within the Plant Project Budget. The final design documentation shall
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be prepared for public bidding and shall include complete construction documents consisting of
drawings and specifications prepared in the form of a project manual.
17. Plant Construction Process. Upon approval by the Board in its sole discretion and
approval by CDPHE of the final plans and specifications of the Plant, the project shall be
publicly bid for immediate construction in accordance with Colorado statutes and shall be
awarded to the lowest responsible bidder as may be determined in the sole discretion of the
Board after consideration of the recommendations of the District Engineer and the Landowners.
Upon receipt of all applicable permits by Garfield County, approval by CDPHE of the
site application and final plans and specifications for the new Plant pursuant to Colo. Rev. Stat.
§25-8-702, award of the construction contract, and receipt of financial guarantees from the
Funding Landowners as identified in paragraph 18, below, the District shall commence
construction of the Plant. The Plant shall be constructed by the District under the supervision
of the District Engineer. The construction shall be observed by a representative designated by
the Funding Landowners ("Funding Landowner Representative"). Changes to the construction
documents during the course of construction shall be forwarded promptly to the District Board
and the Funding Landowner Representative with the comments of the District Engineer.
18. Payment of Plant Project Costs. The Plant Project Cost shall be the several
responsibility of the Funding Landowners, subject to the cost recovery provisions of paragraph
23 below. By December 15, 1999, each Funding Landowner shall provide the District with an
acceptable financial guarantee for five percent (5 %) of its Funding Amount, as identified in
paragraph 19, Table B, below. Within thirty (30) days following the Site Approval Deadline,
each Funding Landowner shall provide the District with a financial guarantee for an additional
five percent (5 %) of its Funding Amount, as identified in paragraph 19, Table B, below. The
financial guarantees shall be in the form of a reserve fund or a clean irrevocable letter of credit
in a form and from a financial institution acceptable to the District, not limited to a Colorado
financial institution. In the event a Funding Landowner provides a clean irrevocable letter of
credit from a financial institution outside Colorado, the District may, in its sole discretion
require the Funding Landowner to provide either (1) a legal opinion letter verifying that the
state laws of the financial institution do not impair the District's ability to draw on such letter
of credit under the terms of this Agreement; or (2) confirmation by a bank licensed to do
business in the State of Colorado, doing business in the State of Colorado, and acceptable to the
District which is deemed a "Confirmer" as that term is defined in Colo. Rev Stat. §4-5-
102(a)(4), and subject to the obligations contained in Colo. Rev Stat. §4-5-107(a). The Funding
Landowner financial guarantees and monies provided shall be non-refundable and non -creditable
for future service requests in the event of Funding Landowner withdrawal or termination for
breach under paragraph 27, below.
Within twenty (20) days following the District's identification of the lowest responsible
bid for construction of the Plant and prior to awarding the construction contract, each Funding
Landowner shall provide the District with an acceptable financial guarantee for its Funding
Amount, as identified in paragraph 19, Table B, below, less the deposits described above and
any sums contributed under the Funding Landowners' respective Initial Funding Agreements.
F:\ 1999\Agreements\S VSD-Development-Agmt-Final-3.wpd
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CMC's funding amount shall be further reduced by $23,000, as identified in paragraph 15
above. The acceptable financial guarantees shall be in the form of a reserve fund or clean
irrevocable letter of credit in a form and from a financial institution reasonably acceptable to the
District, not limited to a Colorado financial institution. In the event a Funding Landowner
provides a clean irrevocable letter of credit from a financial institution outside Colorado, the
District may, in its sole discretion require the Funding Landowner to provide either (1) a legal
opinion letter verifying that the state laws of the financial institution do not impair the District's
ability to draw on such letter of credit under the terms of this Agreement; or (2) confirmation
by a bank licensed to do business in the State of Colorado, doing business in the State of
Colorado, and acceptable to the District which is deemed a "Confirmer" as that term is defined
in Colo. Rev Stat. §4-5-102(a)(4), and subject to the obligations contained in Colo. Rev Stat.
§4-5-107(a). The Funding Landowner financial guarantees and monies provided shall be non-
refundable and non -creditable for future service requests in the event of Funding Landowner
withdrawal or termination for breach under paragraph 27, below.
Each Funding Landowner's share of the Plant Project Costs shall be paid monthly within
twenty (20) days of mailing from the District to the Funding Landowners of itemized billings
and the Contractor's summary invoice. Each Funding Landowner shall have the right to reduce
the amount of its respective financial guarantee by actual invoiced amounts paid to the District
under this paragraph, approval of which shall not be unreasonably withheld by the District. If
a Funding Landowner elects to establish a reserve fund for payment of its share of the Plant
Project Costs, the District will draw upon such reserve fund within twenty (20) days of the date
of mailing. In the event amounts billed to the Funding Landowners under this paragraph remain
unpaid twenty (20) days after the date they are billed, the District may declare the appropriate
Funding Landowner in default and assess a five percent (5%) penalty on such overdue amounts.
Provided that the Funding Landowners comply with their funding obligations pursuant
to this Agreement, the District agrees that the construction of the Plant will be completed without
the imposition of any mechanic's liens on any portion of the Service Property of the complying
Funding Landowners. If a mechanic's lien is imposed on said portion of the Service Property,
the District will remove it, either through payment of the underlying obligation or bonding,
within ten (10) days of receipt of notice of the imposition of such lien.
19. Funding Landowners' Allocation of Plant Project Costs, The Funding
Landowners' allocation of Plant Project Costs shall be determined according to the provisions
of this paragraph, which are expressly contingent upon a maximum Construction Cost per EQR,
as defined in paragraph B below, of $3,400 and a corresponding maximum Funding Landowner
Cost per EQR, as defined in paragraph H below, of $4,000. In the event modifications to the
Plant Project Budget result in a Construction Cost per EQR exceeding $3,400 or a Funding
Landowner Cost per EQR exceeding $4,000, the District Board shall retain the right to modify
the cost obligations identified in Tables A and B below, subject to the approval of the Funding
Landowners. The estimated figures in paragraphs A through I of this paragraph are based upon
the data contained in Tables A and B, are provided by way of example and do not represent a
final calculation of the Funding Landowners' Allocation of Plant Project Costs. The actual
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Funding Amounts will be based on the Plant Project Budget, as amended from time to time, and
on the EQR requests made by December 15, 1999.
A. The capacity of the Plant, as measured in gallons per day, shall be divided by 350
to determine the initial EQR capacity available in the Plant ("Plant EQR
Capacity"). The estimated Plant capacity is 500,000 gallons per day, resulting
in an initial Plant EQR Capacity of 1429 EQRs.
B. The Plant Project Budget shall be divided by the Plant EQR Capacity to
determine the Plant construction cost per EQR ("Construction Cost per EQR").
The estimated Plant Project budget, $4,510,000, divided by the estimated Plant
EQR Capacity of 1429 EQRs, results in an estimated Construction Cost per EQR
of $3,156.
C. Existing user contributions for the Plant Project Costs are identified in Table A,
below. Table A identifies the existing in -District and contract users, including
the Los Amigos Ranch lot owners within the District who currently receive or are
entitled to receive District service ("In -District Users"), Auburn Ridge, Pinon
Pines, and 51 of CMC's EQRs. The EQR allocation for such users is identified
in the EQR column of Table A. The Construction Cost per EQR multiplied by
the EQR allocation results in the respective Contribution Amount for each
existing user in Table A. The District Board has determined that the
Construction Cost per EQR for In -District Users identified in Table A shall be
fifty percent (50%) of the Construction Cost per EQR for other users as
established in paragraph B above. The remaining fifty percent (50%) of the
Construction Cost for the In -District Users shall be designated the "In -District
Shortfall." The estimated In -District Shortfall is $77,322 ($3,156/EQR
multiplied by .5 multiplied by 49 EQR = $77,322).
D. The Funding Landowners have preliminarily requested EQR capacity in the Plant
as identified in the Requested EQR column of Table B, below. The final request
for EQR capacity shall be made as specified in paragraph 16 above. The Funding
Landowner funding percentage is calculated by dividing the individual Funding
Landowner Requested EQR by the total Funding Landowner Requested EQR
("Funding Percentage"). The Funding Percentage is identified in Table B,
below.
E. The unallocated EQR capacity of the Plant is determined by subtracting the sum
of the Existing User EQRs, as identified in Table A, below, and the Funding
Landowner Requested EQRs, as identified in Table B, below, from the Plant
EQR Capacity ("Unallocated Capacity"). The initial Unallocated Capacity is
164.5 EQRs (1,429 - (175.5 + 1,089) = 164 EQRs) .
F. Each Funding Landowner shall be responsible for its proportional share of the
cost of the Unallocated Capacity. The cost per EQR of the Unallocated Capacity
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is determined by dividing the product of the Unallocated Capacity and the
Construction Cost per EQR by the total Funding Landowner Requested EQRs,
as identified in Table B, below. The estimated cost per EQR of the Unallocated
Capacity ("Unallocated Subsidy") is $477 (164.5 EQRs multiplied by
$3,156/EQR divided by 1,089 EQRS = $477/EQR).
G. The Funding Landowners shall be responsible for their proportional share of the
In -District Shortfall. The cost per EQR of such obligation shall be calculated by
dividing the In -District Shortfall by the total Funding Landowner Requested
EQRs, as identified in Table B, below. The estimated cost per EQR of the In -
District Shortfall ("In -District Subsidy") is $71 ($77,322 divided by 1,089 EQR
= $71/EQR).
H. The Funding Landowner Cost per EQR, identified in Table B, below, is the sum
of the Construction Cost per EQR, the Unallocated Subsidy, and the In -District
Subsidy. The estimated Funding Landowner Cost per EQR is $3,704
($3,156/EQR + $477/EQR +$71/EQR = $3,704/EQR).
1. The Funding Landowner's respective Funding Amount, as identified in Table B,
below, is the product of the Funding Landowner Requested EQRs and the
Funding Landowner Cost per EQR.
TABLE A
Existing User
EQR
Construction Cost per EQR
Contribution Amount
In -District Users
49
$1,578
$77,322
Auburn Ridge
29.5
$3,156
$93,102
CMC
51
$3,156
$160,956
Pinon Pines
46
$3,156
$145,146
Total
175.5
---
$476,526
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TABLE B
Funding Landowner
Requested
EQR
Funding
Percentage
Cost per
EQR (1)
Funding
Amount
Spring Valley Development, Inc.
646
59.3
$3,704
$2,392,784
Berkeley Family Limited
Partnership
112
10.3
$3,704
$414,848
Colorado Mountain College
61
5.6
$3,704
$225,944
Los Amigos Ranch Partnership
270
24.8
$3,704
$1,000,080
1
Total
1,089
100.0
---
$4,033,656
(1) Funding Landowner Cost per EQR calculated as follows:
Construction Cost per EQR (Plant Project Budget divided by 1429 EQRs) $3,156
Unallocated Subsidy (164.5 EQRs multiplied by Construction Cost per EQR divided by 1089 Funding EQRs) $477
In -District Subsidy (In -District Shortfall divided by 1089 Funding EORs) $71
Total
$3,704
The parties agree that the District shall timely apply for a revenue -based loan from the
Colorado Water Resources and Power Development Authority ("Water and Power") prior to
commencement of Plant construction to finance the contribution amounts for the In -District
Users, Auburn Ridge, and Pinon Pines under this paragraph. The District agrees it will utilize
its best efforts to secure a revenue -based loan for such contribution amounts from Water and
Power, which will be repaid from District revenues. The District shall impose a Surcharge on
the In -District Users, Auburn Ridge, and Pinon Pines which additional revenue shall be used for
debt service on the loan; provided, however, the District agrees it shall not impose a Surcharge
exceeding ten dollars ($10) per EQR for the In -District Users and twenty dollars ($20) per EQR
for Auburn Ridge and Pinon Pines. In the event the District is unsuccessful in obtaining
financing from Water and Power, the Funding Landowners shall be responsible for providing
such financing on terms and conditions equivalent to those normally provided by Water and
Power. Any payments made by the Funding Landowners for existing user financing under this
paragraph shall be subject to the cost recovery provisions of paragraph 23 below.
The parties agree the data contained in Tables A and B reflect a Plant Project Budget of
$4,510,000 with surface stream discharges into the Spring Valley drainage, including Red
Canyon. Any subsequent modifications to the Plant Project Budget, EQR requests or financing
amounts in Tables A and B, above, shall result in an appropriate recalculation of the
Landowners' pro rata payment obligations under this paragraph. In the event modification is
required, the District shall recalculate the data contained in Tables A and B, above, and a copy
of such Tables shall be incorporated into this Agreement. Tables A and B shall be recalculated
after the completion of Plant construction to reflect the actual construction costs.
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20. TapAllocation and Tap Fees. For purposes of this Agreement, a Tap refers to
the right to one EQR, to be defined in the District's Rules and Regulations. Except as provided
in paragraph 22 below, upon inclusion of its Service Property within the District, each Funding
Landowner shall have the right to use, on its Service Property, the number of new Taps
equivalent to its EQR request identified in Paragraph 19, Table B, above. The District shall
establish Tap Fees for each EQR of capacity in the District Plant upon award of the construction
contract under paragraph 17 above; provided, however, the District may establish such Tap Fees
prior to award of the construction contract if necessary for the sale of lots by one or more
Funding Landowners. Tap fees shall be modified as necessary after the completion of Plant
construction and payment of all associated costs to adjust the calculations described below based
on the actual construction costs. The District shall establish a Tap Fee for purchasers of Taps
located on the Service Property ("Service Property Tap Fee") and a Tap Fee for all remaining
purchasers of Taps, including but not limited to purchasers of unallocated plant capacity and
purchasers of taps located on property owned by any entity not a party to this Agreement
("Unallocated Tap Fee"). The Tap Fees shall be calculated as follows:
A. Service Property Tap Fees
1. The Funding Landowner Cost per EQR, as identified in paragraph 19,
Table B, above, shall be the base cost of the Service Property Tap Fee
("Base Cost"), which is subject to the cost recovery provisions of
paragraph 23 below.
2. The Base Cost shall be increased annually at the rate of five percent (5%)
simple interest of the initial Base Cost.
3. The Base Cost shall be multiplied by .10 to establish a District reserve fee
to fund District operations and reserve ("District Reserve Fee"). The
District Reserve Fee shall not be subject to the cost recovery provisions
of paragraph 23 below.
4. The sum of the Base Cost and the District Reserve Fee shall be the
Service Property Tap Fee.
For purposes of example only, the Year 1 Service Property Tap Fee, based upon
a Plant Project Budget of $4,510,000 with surface stream discharge into Landis
Creek is as follows:
Funding Landowner Cost per EQR $3,702
District Reserve Fee $370
Total Tap Fee $4,072
B. Unallocated Tap Fees
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Unallocated Tap Fees shall be established by the District Board; provided, however, the
Board shall establish such Unallocated Tap Fee at no less than 1.5 and at no greater than 2 0
times the then -existing Service Property Tap Fee. The District Reserve Fee shall be ten percent
(10%) of the Unallocated Tap Fee.
21. Landowner Tap Allocation Modifications. Following completion of construction
of the Plant, the Funding Landowners may transfer Tap allocations among themselves pursuant
to the terms and conditions of this paragraph upon thirty (30) days notice to the District Board.
Following completion of construction of the Plant, any Landowner may request the District
modify its Tap allocation requested in Tables A and B of paragraph 19 of this Agreement. In
the event a Landowner requests an increase in Tap allocation, the request shall be granted by
the District Board on a first-come, first-served basis, to the extent unallocated Plant capacity
remains as determined by the District Engineer, provided such Landowner shall be required to
pay the Unallocated Tap Fee identified in paragraph 20.B., above. In the event a Landowner
requests a decrease in Tap allocation, the request shall be granted by the District; provided,
however, the District shall not sell such Taps prior to use of the District's entire Unallocated
Taps, nor shall the District sell such Taps prior to use of any other Landowner's Tap allocation
already returned to the District under the provisions of this paragraph. Any Taps returned to
the District by a Funding Landowner shall be sold at the Unallocated Tap Fee rate. The
Funding Landowner shall receive cost recovery for the full amount collected by the District less
the District Reserve Fee, following sale of a returned Tap; provided, however, such cost
recovery is subject to the cost recovery limitations of paragraph 24, below.
22. Spring Valley Development 35 Acre Property Tap Allocation. SVD may request
up to eighty-three (83) additional EQRs over and above the number required for its Service
Property. Such EQRs shall be for the purpose of servicing, if required, 35 acre parcels on
property to be a part of SVD's development in the Spring Valley area as more particularly
described in Exhibit E, attached hereto and incorporated herein by this reference (the "35 Acre
Property"). If such additional EQRs are requested by SVD and SVD provides funding for
construction of the Plant based on the inclusion of such EQRs in its EQR request in Table B,
the District shall provide wastewater treatment service to the 35 Acre Property. By
acknowledging this obligation to serve the 35 Acre Property, the District is not stating whether
inclusion of the 35 Acre Property into the District will be required or accepted, nor is the
District acknowledging any obligation to accept a dedication of the wastewater collection and
trunk lines in the 35 Acre Property. If the 35 Acre Property is included within the District
boundaries, the District is not required to accept a dedication of the wastewater collection lines
located on the 35 Acre Property; however, if dedication of the collection lines is not accepted
by the District, service charges to the 35 Acre Property shall not exceed those established for
other properties within the District's boundaries. If the 35 Acre Property is not included within
the District boundaries, service charges to the 35 Acre Property shall be no more than 150% of
the service charges to other users of the Plant. Tap Fees for the 35 Acre Property shall be the
Service Property Tap Fee as described in paragraph 20.A., above. The use of ISDS on the 35
Acre Property shall not be subject to the connection requirement described in paragraph 7,
above.
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23. Cost Recovery. The District shall reimburse the Plant Project Cost to the Funding
Landowners by providing a rebate upon collection of Tap Fees by the District according to the
following formulas:
A. Cost Recovery from Service Property Tap Fees
1. The District Reserve Fee shall be retained by the District.
2. The Construction Cost per EQR portion of each Service Property Tap Fee
collected by the District shall be placed in a Construction Fee cost
recovery interest-bearing escrow account, and all such fees and interest
earned thereon shall be reimbursed quarterly to the Funding Landowner
from whose Service Property the Tap is sold.
3. Any remaining Service Property Tap Fee amounts collected by the District
under paragraph 20.A., above, shall be placed in a Subsidy cost recovery
interest-bearing escrow account, and all such fees and interest earned
thereon shall be reimbursed quarterly to the Funding Landowners, based
upon their Funding Percentage identified in Paragraph 19, Table B,
above.
B. Cost Recovery from Unallocated Tap Fees
1. The District Reserve Fee shall be retained by the District.
2. The remaining Unallocated Tap Fee amount collected by the District shall
be placed in the Subsidy cost recovery interest-bearing escrow account,
and all such fees and interest earned thereon shall be quarterly reimbursed
to the Funding Landowners, based upon their Funding Percentage
identified in Paragraph 19, Table B, above.
In the event the Funding Landowners are required to provide financing for the In -District
Users, Auburn Ridge, and Pinon Pines under paragraph 19 above, all Surcharge payments as
described in paragraph 19 above received by the District from the In -District Users, Auburn
Ridge, and Pinon Pines shall be placed in the Subsidy cost recovery interest-bearing escrow
account, and all such fees and interest collected thereon shall be quarterly reimbursed to the
Funding Landowners, based upon their Funding Percentage identified in Paragraph 19, Table
B above, and subject to the cost recovery limitations identified in paragraph 24 below.
24. Cost Recovery Limitation. The Funding Landowners agree that cost recovery
under the provisions of this Agreement shall be solely from District revenues, and any Funding
Landowner cost recovery rights shall not be deemed a debt repayment obligation by the District.
Further, the Funding Landowners agree that the District's cost recovery obligation shall not
exceed disbursement of funds placed in the cost recovery escrow accounts; however, the District
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may, in its sole discretion, elect to provide cost recovery from alternative funding sources. Each
Funding Landowner's right to cost recovery shall terminate upon the occurrence of any of the
following events, whichever is earliest:
A. Recovery of the Funding Landowner's actual costs expended for construction of
the Plant (including any amounts provided to finance the In -District Users,
Auburn Ridge, and Pinon Pines), plus five percent (5%) interest earned on the
unrecovered sum, compounded annually; or
B. Recovery of the Funding Landowner's actual costs expended for construction of
the Plant (including any amounts provided to finance the In -District Users,
Auburn Ridge, and Pinon Pines), plus interest earned on the unrecovered sum
totaling two hundred percent (200%) of the Funding Landowner's actual costs
expended for construction of the Plant; or
C. The expiration of the twenty-fifth (25th) full year of Plant operation, such Plant
operation to commence upon the date following completion of Plant construction.
25. Operation of the Plant. The District shall be solely responsible for operation of
the Plant. The Landowners agree that each Funding Landowner shall pay to the District a
quarterly Operational Reserve Fee for each unsold Tap identified in Paragraph 19, Table B,
above, under the terms and conditions herein. Subject to the provisions of paragraph 35 below,
the Operational Reserve Fee shall constitute a perpetual lien on and against each Funding
Landowner's Service Property under Colo. Rev. Stat. § 32-1-1001(1)(j). The District Board,
in its sole discretion, may modify the Operational Reserve Fee on a quarterly basis, provided
such fee shall not exceed $16.00 per unsold Tap per quarter. The Funding Landowners shall
pay the Operational Reserve Fee to the District in quarterly installments commencing the year
of initial Plant operation. In consideration of the Funding Landowners' agreement to pay the
Operational Reserve Fee, the District agrees to establish and utilize the following minimum
assessments to ensure revenue generation for operations, maintenance, repair and replacement
of the Plant:
A. Service Charges for private Tap owners connected to the District Plant shall be
assessed at a minimum of $24.00 per month; and
B. Service Charges for private Tap owners who have not yet connected to the
District Plant shall be assessed at a minimum of $6.00 per month; and
C. The District's mill levy shall be a minimum of four (4) mils; provided, however,
that the District may reduce the mill levy below four (4) mils to comply with
Colorado state law and/or to preserve the District's ability to operate as an
Enterprise, as that term is defined under the Colorado Constitution, Taxpayers'
Bill of Rights ("TABOR"). The District shall not reduce its mill levy any more
than necessary to comply with the provisions of this paragraph C. If a mill levy
reduction is required pursuant to this paragraph, such reduction shall, if legally
F: \1999\Agreements \SV SD-Development-Agent-Final-3.wpd
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permissible, be effectuated pursuant to C.R.S. § 39-1-111.5, such that subsequent
increases in the mill levy contemplated herein shall not require voter approval.
The parties agree that all Operational Reserve Fee amounts collected from the Funding
Landowners sha 1 be used exclusively for any operational and maintenance shortfall or
extraordinary repair or replacement associated with the Plant. The parties further agree that
such obligation is a contractual agreement between the District and the Funding Landowners,
and any Operational Reserve Fee payments shall not be deemed availability of service fees or
standby fees under the provisions of Colo. Rev. Stat § 32-1-1006. The District agrees it shall
maintain an interest-bearing reserve account containing all Operational Reserve Fee amounts,
which will be utilized only upon exhaustion of service fees, standby fees, mill levy revenues,
PILT (payment in lieu of taxes) payments provided for in Exhibit F hereto, and District Reserve
Fees collected by the District. In the event the Operational Reserve Fee reserve account exceeds
$150,000, the District shall suspend assessment of Operational Reserve Fees upon the Funding
Landowners until such time as the reserve account balance is less than $150,000. In the event
the District does not require a draw from the Operational Reserve Fee reserve account for any
consecutive thirty-six (36) month period, any further Operational Reserve Fee obligations by the
Funding Landowners shall terminate, and the reserve account funds shall be available for
discretionary use by the District. The parties agree that the minimum assessment obligations by
the District identified in paragraphs A -C above shall terminate at such time that the Funding
Landowners are no longer obligated to contribute Operational Reserve Fee amounts under this
paragraph.
26. Notification of District Business. From and after the effective date of this
Agreement as provided in paragraph 31 below, the District shall provide to each Funding
Landowner, at the address provided in paragraph 30, below, notice of all District Board of
Directors meetings and copies of all non -privileged materials provided to any member of the
District Board of Directors.
27. Withdrawal and Termination. Any Funding Landowner may elect to withdraw
from this Agreement prior to inclusion within the District and fulfillment of the Plant Project
Cost financial guarantee obligations under paragraph 18 above. In the event of withdrawal, such
Funding Landowner shall have no right or claim for reimbursement or credit for costs or
financial guarantees provided to the District pursuant to this Agreement or the Initial Funding
Agreements. Upon such withdrawal, the remaining parties may elect to continue to operate
under the terms and conditions of this Agreement with a readjustment of the pro rata capital
contribution obligations and cost recovery rights of the remaining Landowners.
This Agreement may be terminated by mutual agreement of all parties who have not
previously withdrawn upon ten (10) days notice for any reason; provided, however each
Landowner shall be responsible for its share of all costs incurred.
In the event the parties agree to terminate this Agreement following failure to approve
a mutually acceptable Plant Project Budget under the provisions of paragraph 15, above, such
F:\I999 Agrcements\SVSD-Development-Agmt-Final-3.wpd
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termination shall not be construed as a breach by the District or the Funding Landowners, and
no party shall incur liability for failure to complete construction of the Plant.
28. $reach by District: Landowners' Remedies. In the event of a breach of any of
the material terms and conditions of this Agreement by the District, the parties agree that the
rights acquired by the Landowners under this Agreement are such that the failure of the District
to perform its obligations hereunder would cause irreparable harm to the Landowners and there
may be no adequate remedy at law. The parties therefore agree that , in addition to any other
equitable or legal remedies, the obligations of the District shall be specifically enforceable in any
court of competent jurisdiction. In the event of litigation concerning this Agreement, any
prevailing Landowner shall be entitled to an award of reasonable costs and attorney fees.
29. Breach by Landowners: District's Remedies. In the event of a breach of any
of the material terms and conditions of this Agreement by one or more of the Landowners, the
Board shall be notified immediately, and the District may take such action as the District deems
necessary to protect the public health, safety, and welfare, to protect lot purchasers and builders,
and to protect the users of District facilities from hardship. A failure by a Funding Landowner
to pay Plant construction payments as required by paragraph 18 above shall be remedied by the
District through resort to the Funding Landowner's financial guarantee. With respect to all
other material breaches, in addition to all other remedies available at law, the District may:
A. Record with the County Clerk and Recorder an affidavit, approved in writing by
the Board and signed by the Chairman of the Board or any Board member, stating
that the terms and conditions of this Agreement have been breached by the
Landowner or Landowners. At the next regularly scheduled Board meeting, the
Board shall either approve the filing of said affidavit or direct a District
representative to file an affidavit stating that the default has been cured. Upon
the recording of such an affidavit, no further District services or assistance will
be provided in connection with the breaching Landowner's Service Property until
the default has been cured. An affidavit signed by the Chairman of the Board or
any Board member and approved by the Board stating that the default has been
cured shall remove this restriction;
B. Call the appropriate Funding Landowner's financial guarantee(s) given, in their
entire remaining amounts, for the construction of the Plant;
C. Refuse to initiate the provision of wastewater treatment services to the breaching
Landowner's Service Property;
D. Pursue collection of any amounts due and unpaid, which includes the right to
collect attorneys' fees, filing fees, and lien recording fees incurred in such
collection efforts, in addition to the unpaid amounts due and interest charges.
Unless necessary to protect the immediate health, safety, and welfare of the District
users, the District shall provide the Landowners ten (10) days' written notice of its intent to take
F: \ 1999W greements .SVSD-Development-Agm(-Final-3. wpd
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any action under this paragraph during which ten day period the breaching Landowner or
Landowners may cure the breach described in said notice and prevent further action by the
District. The District can extend the deadline for cure at its discretion. Furthermore, unless an
affidavit as described in paragraph A., above, has been recorded with the Garfield County Clerk
and Recorder, any person dealing with Landowners shall be entitled to assume that no default
by Landowners has occurred hereunder unless a notice of default has been served upon the
Landowner or Landowners as described above, in which event such Landowner or Landowners
shall be expressly responsible for informing such third party of the District's claim of default.
Nothing in this paragraph shall be construed to limit any rights or remedies of the Landowners
in the event of breach by any other Landowner(s).
30. Notices to the Parties. All notices, requests, demands, consents, and other
communications pertaining to this Agreement shall be transmitted in writing and shall be deemed
duly given when received by the parties at their addresses below or any subsequent addresses
provided to the other party in writing.
Spring Valley Development, Inc.:
With copy to:
Berkeley Family Limited Partnership:
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Attn: General Manager
411 East Main Street, Suite 205
Aspen, CO 81611
Phone: (970) 920-9103
Fax: (970) 920-9145
Anne J. Castle, Esq.
Holland & Hart, LLP
555 Seventeenth Street, Suite 3200
Denver, CO 80202
Phone: (303) 295-8400
Fax: (303) 295-8261
and
Atlantic Gulf Communities
Attn: General Counsel
2601 Bayshore Drive
Miami, FL 33133-5461
Phone: (305) 859-4071
Fax: (305) 859-4063
Michael Berkeley, M.D.
3961 County Road 114
Glenwood Springs, CO 81601
Phone: (970) 945-5432
Fax: (970) 945-4120 or 947-0012
With copy to:
Colorado Mountain Junior
College District:
With copy to:
Los Amigos Ranch Partnership:
With copy to:
Colorado Pinon Pines, Ltd.:
F:\1999 Agreements\SVSD-Development-Agmt-Final-3.wpd
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John R. Schenk, Esq.
Schenk, Kerst & DeWinter
302 Eighth Street, Suite 310
Glenwood Springs, CO 81601
Phone: (970) 945-2447
Fax: (970) 945-2440
Dr. Robert H. Spuhler, Vice President
P.O. Box 10001
Glenwood Springs, CO 81602
Phone: (970) 945-8691
Fax: (970) 947-8385
Glenn D. Chadwick, Esq.
Beattie & Chadwick
710 Cooper Avenue, Suite 200
Glenwood Springs, CO 81601
Phone: (970) 945-8659
Fax: (970) 945-8671
Thomas E. Neal, Managing Partner
141 West Jackson Blvd., Room 1720
Chicago, IL 60604
Phone: (312) 705-1915
Fax: (312) 416-1805
Lawrence R. Green, Esq.
Balcomb & Green, P.C.
818 Colorado Avenue
P. O. Drawer 790
Glenwood Springs, CO 81602
Phone: (970) 945-6546
Fax: (970) 945-9769
Mr. Bernard S. Selwyn
Colorado Pinon Pines, Ltd.
5900 Wilshire Blvd., Suite 420
Los Angeles, CA 90036
Phone: (323) 650-2511
Fax: (323) 650-0586
With copy to:
Auburn Ridge:
Notice to District:
With copy to:
John A. Thulson, Esq.
Balcomb & Green, P.C.
818 Colorado Avenue
P. O. Drawer 790
Glenwood Springs, CO 81602
Phone: (970) 945-6546
Fax: (970) 945-8902
William and Pamela Gibson
Auburn Ridge Apartments
P.O. Box 376
Basalt, CO 81621-0376
Phone: (970) 927-3846
Fax: (970) 927-1298
Spring Valley Sanitation District
2929 County Road 114
Glenwood Springs, CO 81601
Phone: (970) 945-6399
Fax: (970) 945-6399
Loyal E. Leavenworth, Esq.
Leavenworth & Tester, P.C.
P. O. Drawer 2030
Glenwood Springs, CO 81602
Phone: (970) 945-2261
Fax: (970) 945-7336
31. Effective Date. The effective date of this Agreement shall be the later of the
date(s) on which this Agreement is executed by the parties. The effective date of inclusion shall
be the date of the Court Order issued pursuant to Colo. Rev. Stat. §32-1-401 formally including
the Service Property in the District.
32. Assignment and Binding Effect. Subject to rights to assign effluent described in
paragraph 10 above, this Agreement may be assigned by a Landowner only with the written
consent of the District and the remaining Landowners; provided, however, that a Landowner
may assign without consent to a successor in interest to all assets of the original Landowner.
In the event any Landowner desires to assign its rights and obligations herein, whether consent
is required or not, it shall so notify the District in writing, together with the proposed assignee's
written agreement to be bound by the terms and conditions of this Agreement. The District's
obligations under this Agreement may not be assigned without consent of each of the
Landowners. This Agreement shall be binding upon and inure to the benefit of the parties and
their successors, assigns, heirs, devisees, or transferees.
F: \ 1999\Agreements \SVSD-Development-Agent-Fiml-3. wpd
-24-
33. Several Obligations of Landowners. The obligations of the Landowners under
this Agreement shall be several obligations only, not joint and several. Each Funding
Landowner shall be responsible only for its Funding Amount as described in paragraph 19,
Table B, above, and shall have no further obligation to the District or the other Landowners in
the event of a default by any other Funding Landowner.
34. No Additional Waiver Implied by One Waiver. In the event any covenant or
condition contained in this Agreement is breached by any party and thereafter waived by the
remaining parties, such waiver shall be limited to the particular breach so waived and shall not
be deemed to waive any other breach hereunder, including a subsequent breach of the same
covenant or condition.
35. Non -Applicability to Lot Purchasers. This Agreement establishes the respective
rights and obligations among the Landowners and the District. It is not applicable to purchasers
of individual lots in the Service Property from the Landowners. Such lot purchasers shall be
subject to the Rules and Regulations of the District and to the provisions of the Special District
Act, Colo. Rev. Stat. § 32-1-101, et seq. This Agreement shall not be deemed a cloud, defect,
lien, or encumbrance on the title of any lot created from the Service Property and shall not affect
the marketability of title to such lots.
36. Recordation: Notice to District Users: Covenants. Upon execution, this
Agreement shall be recorded in the Office of Clerk and Recorder, Garfield County, Colorado.
The parties agree and intend that this Agreement, subject to the provisions of paragraph 35
above, shall run with the Service Property and be a burden and covenant on that property.
37. Complete Agreement. This Agreement, together with the Initial Funding
Agreements and that certain Agreement between the District and CMC dated December 15,
1999, attached hereto as Exhibit F and incorporated herein by this reference, constitute the entire
and complete agreement of the parties on the subject matter herein. No promise or undertaking
has been made by any party, and no understanding exists with respect to the transactions
contemplated, except as expressly set forth herein. All prior and contemporaneous negotiations
and understandings between the parties are embodied and merged into this Agreement.
38. Enforceability. If any covenant, term, condition, or provision of this Agreement
shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability
of such covenant, term, condition, or provision shall not affect any other provision contained
herein.
39. Captions. The captions in this Agreement are inserted only for convenience and
in no way define, limit or prescribe the scope or intent of this Agreement, or any part thereof.
40. Governing Law. Laws of the State of Colorado shall govern the validity,
performance, and enforcement of this Agreement. Should either party 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.
F: \ 1999\Agreerrtns\S V SD-Development-Agmt-Fiml-3. wpd
-25-
41. Warranty of Authority. Each person executing this Agreement represents and
warrants that he or she has been duly authorized by one of the parties to execute this Agreement
and has the authority to bind said parties to the terms and conditions thereof.
42. Attorney Fees and Costs. In the event that legal action is necessary to enforce the
provisions of this Agreement, the prevailing party shall be entitled to damages and reasonable
attorney fees and costs. All rights concerning remedies and/or attorneys' fees shall survive any
termination of this Agreement.
43. Amendments. This Agreement may be amended from time to time by the parties
in written form and executed in the same manner as this Agreement.
44. Counterparts. This Agreement may be executed in duplicate counterpart
originals, each of which shall constitute an original but all of which shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
set forth next to their signatures.
EXECU i"ED IN SEVEN -PART COUNTERPART:
[Signatures on following page]
F:\1999\Agreemerus\S VSD -Development -Agan -Final -3. wpd
-26-
SPRING VALLEY DEVELOPMENT, INC.
Date g , k °t 1 By (3aL o,„� 4i • Cao.
William G. Peacher, President
STATE OF COLORADO )
)ss.
COUNTY OF PITKIN )
Acknowledged, subscribed, and sworn to before me this q day of December, 1999,
by William G. Peacher as President for Spring Valley Development, Inc.
WITNESS my hand and official seal.
My commission expires:
.... ti
14 BO'c�;4 .
is F`.......
- Notary Public
-27-
Date Z • Z E " &ICC) By
A I'I'hST:
Secretary }
a
STATE OF COLORADO )
COUNTY OF GARFIELD )
ss.
SPRING VALLEY SANITATION DISTRICT
GrTg S.)Boecker, Chairman
Acknowledged, subscribed, and sworn to before me this ,04 -day of 2-e b Foal /tof
ieg S. Boecker, as Chairman of the Spring Valley Sanitation District and
, as Secretary of the Spring Valley Sanitation District.
y hand and official seal.
My Commission expires:
/ !-8- aoOD
F: \1999 \Agreements \SV SD-Devebpment-Aamt-Finai-3. wpd
-28-
Notary Public
Date 1/2-i
STATE OF COLORADO )
) ss.
COUNTY OF GRRFI E -1-,t, )
By
BERKELEY FAMILY LIMITED PARTNERSHIP
Mic : • - Berkeley, General er
Acknowledged, subscribed, and sworn to before me this a) day of
.,6EcEmB , 1999, by Michael Berkeley, as General Partner for Berkeley
Famil Partnership.
hand and official seal.
ommission expires:
F: \ 1999\A greements\S V SD-Dcveiopment-Agmt-Final-3. wpd
-29-
COLORADO MOUNTAIN JUNIOR
COLLEGE DISTRICT
Date December 15, 1999 By
Dr. Robert H. Spu er, Vice President
STATE OF COLORADO )
) ss.
COUNTY OF )
Acknowledged, subscribed, and sworn to before me this / S-< day of
, 1999, by Dr. Robert H. Spuhler, Vice President of Colorado
Mountain Junior College District.
WITNESS my hand and official seal.
My Commission expires:
/2 5 /03
F:.1999\AgtscmenhlSVSD-Devebpment-Ascot-F,z 1.3.wpd
-30-
Nota.- Public
s,�
Date /c/c2//c??
STATE OF COLORADO )
) ss.
COUNTY OF
LOS AMIGOS RANCH PARTNERSHIP
By /
Thomas E. Neal, Managing Partner
Acknowledged, subscribed, and sworn to before me this , S+ -
day of
1
..Ent..c ir , 1999, by Thomas E. Neal, as Managing Partner, for Los
Amigos Ranch Partnership.
WITNESS my hand and official seal.
-���
My Commission expires:
-7/71/ 4,9aC
F: \1999\Agreernent•\SVSD-Development-Agent-Foul-3. wpd
-31-
ota.• •
is
Aug -08-03 02:49P
COLORADO PINON PINES, LTD.
Date f� / 2G' G G, By /)..r7,
Bernard S. Selwyn
STATE OF COLORADO )
) ss.
COUNTY OF )
Acknowledged, subscribed, and sworn to before me this / /1' day of
FGi��LvythJ oto 7-t999, by Bernard S. Selwyn, as
for Colorado Pinon Pines, Ltd.
WITNESS, my hand and official seal.
My Commission expires:
I 1..999).*4, rew SVSD- De. slamming •A,w.t•.wpd
-32-
r CCrnrn n D 1212191 I
Date l -/ 3-0D
William Gibson
Date / -/,3 -OD
STATE OF COLORADO )
) ss.
COUNTY OF )
Pamela Gibson
Acknowledged, subscribed, and sworn to before me this
,a9M by William and Pamela Gibson.
ac„,,r\u,a_n_
WITNESS my hand and official seal.
My Commission expires:
F: \1999\Agreemena\S VSD-Development-Agmt-Fina1.3. wpd
-33-
3
&A • 111.&
Nota Public
EXHIBIT LIST FOR PRE -INCLUSION AND
WASTEWATER TREATMENT PLANT
DEVELOPMENT AGREEMENT
EXHIBIT A Legal Description of Service Property for Spring Valley
Sanitation District, Garfield County, Colorado (the "Service
Property").
EXHIBIT B Spring Valley Sanitation District Proposed Tertiary Wastewater
Treatment Plant and Associated Sewage and Treated Effluent
Collection and Conveyance Facilities (the "Plant").
EXHIBIT C Spring Valley Sanitation District Schedule of Permits and Tasks
for Construction of Wastewater Treatment Facilities.
EXHIBIT D Spring Valley Sanitation District Budget for Plant Construction
("Plant Project Budget").
EXHIBIT E Legal Description of Property Owned by Spring Valley
Development, Inc. not within the Spring Valley Sanitation
District Service Property ("35 Acre Property").
EXHIBIT F
Agreement between Spring Valley Sanitation District and
Colorado Mountain Junior College District dated December 15,
1999.
F: \ 1999\Ag reements\S V S D-Devebpment-Agmt-Exhibits- Final wpd
SPRING VALLEY DEVELOPMENT•
A parcel of land to=ted in Sec ors 15.20.21, 22. 27, 2E. 2a. 32. . aria 34, Township 6 Scut, Range
88 West. Sixth Pririi Meriden besno rnccre panicLiarty des`:.tred as foitows:
Beginning at the Naru twest Corner of said Section 20: ng a same m nument:found in pian` ant
with a 2-inct Aluminum (P.ELS.'u5S-23) therm S 38°16108" E2 Z7_ t9 feet: along the
north rine of raid Ser^cn 20 to the Norah Quarte- Corner of said. Section 20 tieing a ?-112 inch At ,
Cap (LS. 16835) found in ptam and rerncnurrten d with a 2-inct Aturnirturn Cap (P.ELS. 5933); ttter.�
S 88°1548' E 2626.91 feet along the north Erie of said Section 20 to the Northeast Comer of said
Sect= 20 being a 2-1/2 inch GLO Bass Cap :turd in per; thenS 03°43-14- W a distano of 4710.01
feet; then S 64°00'3S• E a disn cf 1240.38 feet tfien28°10143' E a d3stanm of 1055.36 few
then S 62°54'53' E a distant of 290518 fee` then= S 33°15'31' E 225C.78 feat; then= S 3743'34"
E 99323 feet; then= 5 57°46'01' W a distan= of 3517 feet; ttien= S 33'43'34" E a d'rsanca of
2585.68 feet; then= S 571211' E a d`ts.._- rice cf 1507.50 fit: then= S 25125707" E a d nc cf
1863.71 feet ; then= S 08°45736" E a distant cf 1546.11 feet term S 00°45'01"W a dis-.ancf
42.199 feel: thence N 89°14'59' W 2048.85 feet along the south rine of said Section 27 to the South
Quarter Corner cf said Seton 27 being a 2-112 inch GLO Brass Cap found in piaor; then= N SS°1T11'
W 1319.72 feet along the north rine of rid Sedan 34 to the northeast comer of the W1f2NW1/4 of said
Section 34'when= the Northwest Comer of said Section 34 bears N 89°1711'W 1319.72 met: thence 5
00°0568' E 2466.04 fest along the east fine cf the W1/2NW1!4 of said Se on 34 to the southeast . .i_.:
comer of the W1/2NW114 of said Seccn 34; then= 5 89°51-39" W 138.927 feet along the south Ine of
the W1/ZNW1/4 cf said Sectan 34 to the West Quarter Garner of said Section 24 being a stone
mcnurnent found in ola= and remonumented with a 2 -inch Aluminum Cap (P.E L S. 5933); then=
N 88°274 W 2511.99 feet along the south rune cf the NE 1 /4 cf said Se^.;an 33 to the Canter Quarter of
said Seton 33 being a 3 inc.i Aluminum Can (County Survevcr) found in alai .; then= N 88'2728-W
10.9252 feet along the south line cf Lot 6. of said Se cn 33 to the southwest =riser of said, Lot 5: then=
N 00°19'52" E 821.58 fiat alone the west line of said Lot 5 to the southeast Amer of Lot 5 of said
Section 33: them N 88°292S W 1065.30 feet alone the south rine of rid Lot 5 to a point on the
nertherty right-cf-way cf Ganietd County Road 119; then= the following seventeen courses along the
northern right-cf-way of said Count/ Road 119:
1. then= aicng tie aro cf a non- ngerit =rve to the left having a radius of 190.00 feet, and a =ntat
ancie cf 4C°11'43' fora disman= along the curve of 133.29 feet the chord of said curve bears N
69°42'36" W a distance. cf 130.58 feet
2. then= N 89°4.8'27- W 335.07 feet to a paint on the west line of said Section 33 when= the
Northwest Carrier of said Sermon 33 be ng a 3 -inch County Surveyor's Aluminum Cap found in pia=
bears N 01°14'21" E 1729.72 feet
3. then= N 89°48'27 W 746.63 feet
4. thence along the aro of a curve to the right having a radius of 9975.00 feet. and a central angle of
01°23'23" for a distan= aicng the curve cf 241.95 feet; the mord of said curve bears N 89°06'46' W
a distance of 241.94 feet;
5. thence N 88°25'04' W 886.82 feet;
6. thence along the arc of a carve to the right having a radius cf 30.00 feet, and a =ntal angle of
101°43'17 fur a disance along the curve of 53.26 feet; the chord of said curve bears N 373326' W
a distance of 46.54 feet
7. thence N 13°18'13' E 1531.48 feet
8. thence slang the arc of a carve to the ler; having a radius of 715.00 feet, and a central angle of
15°55'12" far a distr=nce along the curve of 198.57 feet the chord of said curve bears N 05°20'37 E a
distance of 198.03 feet to a point cn the south line of said Section 29 whence the Southe?st Gamer of
said Sean 29 bears S 89°03'23" E 1570.16 feet
9. thence along the arc cf a curve to the left having a radius of 715.00 feet, and a central anete of
29°05'27' far a distance along the curve cf 363.03 feet, the chord of said curve bears N 17'09'43" W
a distance cf 359.14 feet
10. thence along the arc of a curve to the let having a radius of 1853.11 feet. and a =ntral angle of
14°65'45" for a distance along the curve of 483.40 feed the chord of said curve bears N 39°10'45" W
a distance of 48203 feet
11. them N 46°39'12" W 512.11 feet
1
-12. thence along the arc of a curve to the left. having a radius of 54424 feet; and a an i angle of
29°19'12" fora distance along the curve of 278.53 feet the chord of said curve bears N 61°18'49'
a distance of 275.50 feet;
13. thence N 75°58'25' W 274.72 feet;
14. thence along the arc of a curve to the right having a radius of 777.55 feat. and a central angle of
10°01'45- fora distance along the curve of 136.11 fee the chord of said cove bears N 7725732'
a distance of 135.93 feet;
15. thence N 65°56'40" W 288.79 feet
16_ thence along the aro of a curve to the right having a radus of 934.49 feet, and a central angle of
12°43'09' fora distance along the curve of 207.45 fee; the chord of said curve bears N 59°.35'05-W
a distance of 207.03 feet;
17. thence N 53°13'30" W 363.38 ft to a point on the west Gne of Lot 25 of said Section 29;
thence N 00°30'27 E 619.90 feet along the west line of said Lot 26 to the northwest corner of said Lot
26; thence N 90°00'00' W 65.41 feet to a fence pcstwith a pk-riai1 in the top and accepted as the
southwest comer of Lot 20 of said Section 29; thence N 00°3426' E 2165.03 feet along the acoptr%d
west line of Lots 20, '16, and 8 of said Section 29 tic a red plastic cap (P.LS. 27929); thence N 00°32-35-
E 431.30 feet to the southwest comer of a pare! eland descrbed in Book 527, Page 951 in the office of
the Garfield .County Clerk and Recorder; thence along the southerly boundary.of said parcel of land
: descibed'in Book 527, Page 951 S 8,903720' E 431.36 feet thence the following two courses along the
Southerly boundary of a parcel of land descibed in Book 872, Page 768 in the office of the Garfield
County Cleric and Recorder- 7
1.. thence S 50°51'48' E 497.50 feet;
2 then S 5725821' E 57.39 feet to a point on the Southerly boundary of a parcel of land descrbed in
Book 915, Page 112 in the office of the Garfield County Clerk and Recorder;
thence S 57°58'21" E 305.00 feet along the Seutherty boundary of said parcel of land described in Book
915, Page 112; thence S 33°333'03- E 149.53 feet along the Southwesterly boundary of a parcel of land -
described in Book 621, Page 219 in the office of the Garfield County Cleric and Recorder; thence S
81°3623' E 135.95 feet along the Southerly boundaries of parcels of land descibed in Book 621, Page .
219 and Book 965, Page 509 in the office of the Garfield County Clerk and Reorder tr1 a point on the ..
boundary of said panel of land described in Book 965, Page 509; thence the following three courses
along the seutheasterty boundaryyof said parcel descrbed in Book 965, Page 509:
1. 'thence S 81°42'23' E 30225 feet:
2 thence N 05°1220' E 149.94 feet;
3. thence along the arc of a =rve to the right having a radius of 5523 feet, and a central angle of
40°33'24" for a distance along the curve of 39.09 feet-, the. chord of said curve bears N 251'28'41' E a
distance of 3828 feet to a point on the southerly boundary of a parcel of land described in Book 808,
Page 803 in the office of the Garfield County Clerk and Recorder', 0
thence the following three courses along the easterty boundary of said parcel described in Book 808,
Page 803:
1. then S 81°42'37 E 123.19 feet;
2.. 'thence N 21°0023" W 820.84 feet to a point on the south fine of said Section 20 whence the South
Quarter Comer of said Sedion 20 being a stone monument found in place and remonuinented with a
2 -inch Aluminum Cap (P.ELS. 5933) bears N 88°3713" W 248.98 feet
3. thence N 21°0023' W 13724 feet to a point on the northerly right-of-way of Garfield County Road
115;
thence the following two courses along the northerly right -of- way of said County Road 115:
1. thence along the arc of a non -tangent curve to the right having a radius of 5288.82 feet, and a central
angle of 02°43'04" for a distance along the curve of 250.87 feet; the chord orsaid curve bears N
73°59'48- W a distance of 250.84 feet
2 thence N 72°38'16' W 1244.87 feet to a point on the accepted east line of Lot 4 of said Section 20
whence the southeast sumer of a parcel of land recorded under reception number 467225 in the
office of the Garfield County Cleric and Recorder being a red plastic cap (P.LS. 27613) found in place
and accepted as a point on the east line of said Lot 4 bears S 01°51'02' W 9.41 feet;
thence N 01°51'02" E 490.79 feet along the accepted east line of said Lot 4 to the northeast comer of
said Lot 4 being a stone monument found in pian and remonumented with a 2 -inch Aluminum Cap
(P.E.LS. 5933); thence N 88°18'52' W 1429.59 feet along the north line of said Lot 4 and Lot 3 of said
Section 2ff to the northwest turner of said Lot 3 whence the Southwest Corer of said Lot 20
1!2 inch Aluminum Cap (P.LS. 27929) found in place bears 5 00°0611- E 1008.11 feet; thence N : .
0C'°06'31' W 1630.93 feet along the west fine of said Semon 20 to the West Quarter Comer of said
Sermon 20 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap
CP -ELS. 5933); thence N 00°04'12" E 253288 feet along the west fine of said Section 20 to the
Northwest Comer of said Section 20 being the POINT OF BEGINNING containing 2897.89 acres more ar•
less, prior to the fallowing ex=pted
(CEFT1NG THE FOLLOWING FOUR PARCELS:
1) MIDDLE E CC., -' 110N PARCEL LEGAL DESCRIPTION
A pard of land located in the West Half of Section 29 and the Northwest Quarter of Section 28,
Township 6 South, Range 88 West, of tie Sixth Principal Meridian, said parcel being further described as
follows: Beginning at a point on the easterly fine of said Section 29 whence the Northeast Comer
of Sermon 29 being a 2-1l2 inch- GLO Brass Cap found in place bears N 01°0928' E 1250.72 feet thence
S 01°0928" W 346.32 feet along the east line of said Sewn 29 b a point on the northerly line cf a
pare af land described in Book 495, Page 596 in the office af the Garfield County Clerk and Recorder,
whence the west Quarter Comer of said Sermon 28 being a 3 inch Aluminum Cap (County Surveyor)
bears S 01°0978" E 987.24 feet thence 5 88°09'03' E. 557.11 feet along the northerty fine of said
pard of land described in Book 495, Page 596 to a point on the seutherty right--0f-way fine of Garfield
County Road 115; thence along the arc of a curve th the left having a radius of 826.12 feet, and a central
angle of 1750'11' fora distance along the carve of 257.17 feet the chord of said curve bears S
64°07'08" E a distance of 256.14 feet along the southerly right -0f -way of said County Road 115; thence S
73°02'14" E 43.18 feet continuing along the southerly right-of-way fine of said County Road 115 to a point
in the easterly line of said pard of land described in Book 495, Page 596; thence S 00°01'52' W 114.31
feet along the easterly boundary of said parcel of land described in Bock 495, Page 596 to the southeast
comer of said parcel cf land described in Book 495, Page 596; thence the following four courses along
the Southerly Boundary of said parcel of land described in Book 495, Page 596:
1. thence N 89°58'08" W 327.05 feet
2.. thence S 54°10'41' W 185.54 feat;
3. 'thence N 42°16'19"W 15420 feet;
4_ them S 59°30'35" W 216.33.feet to a paint on the boundary of a pard of land described in Book
988, Page 802 in the office of the Garfield County Clerk and Recorder;
thence the following six courses around the easterly, northerty, and southerly boundaries of said parcel of
land described in Book 988, Page 802:
1. thence S 13°45'40" E 111.74 feet;
2. thence S 89°58'08' E 101.60 feet
3. thence S 00°01'52" W 69.06 feet
4. thence S 88°4828' E 25.57 feet
5. thence S 00°37'24' E 148.37 feet;
6. thence S 14°45'31' E 57.78 feet;
thence S 58003'40' W 625.36 feet along the southerly boundaries of parcels of land described in Book
988, Page 802 and Book 736, Page 345 in the oft -ice of the Garfield County Clerk and Recorder to a point
on the southerly boundary of said parcel of land described in Book 736, Page 345; thence along the
southerly and westerly boundaries of said parcel of land described in Bock 736, Page 345 the following
five courses:
T. thence N 74°5328" W 35.87 feet
2. thence N 66°59'35' W 380.19 feet;
3. thence N 50°53'55" W 27.02 feet;
4. thence N 25°54'08" W 19.09 feet;
5. thence N 05°08'09' W 580.16 feet to a paint on the westerly boundary of a parcel of land described
in Bock 886, Page 329 in the office of the Garfield County Clerk and Recorder;
thence along the westerly and northerly boundaries of said parcel of land described in Book 886, Page
329 the following three courses:
1. thence N 05°36'42" W 538.91 feet
2_ thence N 04°15-35" W 374.95 feet;
3_ thence N 82°52'22' E 323.76 feet to a point on the southerly right-of-way line of said Garfield Ccunty
Road I15;
thence along the said right -of -gray line the following three courses_
1. them along the arc of a non -tangent curve to the left having a radius of 993.47 feet, and a central
angle of 03°01'08' for a distance along the curve of 52_35 feet the chord of said curve bears S
34°41'10' E a distance of 52.34 feet;
2. thence along the arc of a curve to the left having a radius of 480.00 feet; and a central angle cf
36°06'40' fora disance along the curve of 30252 feet; the mord of said curve bears S 54°15'04' E a
distance of 297.54 feet;
• 3_ thence S 72°18'24' E 273.90 feet to the POiNT OF BEGINNING containing 33.499 acres more or
less.
2) EAST r KCEFTION PARCE�t LEGAL DESCRIPTION
A parcel of land located in Lots 5, 10, and 15 of Seton 28, Section 28, and Section 33, Township 6
South, Range 88 West, of the Sixth Principal Meridian being more partfcularty described
as follows: Beginning at the South Quarter Corner of said Section 28 being a stone monument found in
plate and remonumented with a 2 -inch Aluminum Cap (P.ELS. 5933); thence N 88'°33'15' W 60.85 feet
along the south fine of Sermon 28 said fine also being the south Gm of said Lot 15 to a point an the
southerly line of a parcel of land described in a document recorded as Reception number 344061. in the
office of the Garfield County Clerk and Recorder; thence S 89°3514' W 967.56 feet along the southerly . '
fine of said parcel described in said document recrded as Reception number 344061 b a number 5
rebar found in piece; thence N 00°56'44' W 31.41 feet along the westerly tine of said panel of
land desc-ibed in said document recorded as Reception number 344061 to the south line of said Section
28 and said Lot 15; thence N 88°331F W 55.02 feet along the south fine of said Section 28 and said Lot_
th_
15 to the Southwest Comer of Lot 15; thence N 01 °00'28' E 1612.97 feet along the westerty line of said
government lots 10 and 15 to a point on the westerty fine of said parcel of land described in said
document recrded as Reception number 344061; thence N 00°56'44' W 10.40 feet along the westerly
rine cf a parl of land described in said document recorded as Reception number 344061 to a yellow
plastic cap stumped P.LS # 15710; thence N 00°56'44' W 729.41 feet along the westerty Gne of a parcel
of land descibed in said document recorded as Reception number 344061 to a red plastic cap stamped
P.LS ;4-'5447; them N 00°24'55 W 918.45.feet along the westerty'Gne of a panel of land described in
document recorded as Reception number 475590 to a red plastic cap stamped P.LS # 5447; thence N
00°24'55" W 9.63 feet to the southerly right-of-way line of Garfield County road 115; thence along the
southerly right-of-yvay line of said County road 115 the following seven (7) courses:
1. thence along the arc of a carve to the right having a radius of 594.56 feet, and a central angle
of 47°01'08' for a distance along the curve of 487.92 feet the chord of said curve bears S
45°41'32' E a distance of 474.34 feet;
2_ thence S 22°10'58' E 307.62 feet:
3. thence along the arc of a carve to the left having a radius of 1421.75 feet, and a central angle
of 15°49'5T for a distance along the curve of 392.87 feet; the chord of said curve bears S
30°05'5T E a dissnce of 391.63 feet; . .
4. thence along the arc of a curve to the right having a radius of 370.00 feet, and a central angle
of 32°43'14" for a distance along the curve of 211.30 feet; the chord of said curve bears S
21°39'19" Ea distance of 208.44 feet;
5. thence along the arc of a curve to the left having a radius of 2437.42 feet, and a central angle
of 28°4224" for a distance along the curve of 1221.22 feet; the chord of said curve bears S
19°38'54" E a distance of 1208.48 feet;
6. thence S 34°00'06" E 1152.91 feet;
7. thence along the arc of a curve to the left having a radius of 430.00 feet, and a central angle
of 23°03'17" for a distance along the curve of 173.02 feet; the chord of said curve bears S
45°31'45" E a distance of 171.86 feet to a point on the south line of said Section 28;
thence N 86°11'1T W 829.99 feet along the south fine of said Section 28 to the Point of Beginning said
point also being said South Quarter Corner of said Section 28 containing 69.250 acres more or less.
3) GARFIELD COUNTY ROAD 115 EXCEFT1ON PARCEL LEGAL DESCRIPTION
A par,of land located in Seorons 20, 29, 28, 33, and 34, Township 6 South, Range 88 West of the
Sixth Principal Meridian, said parttel being a 60 foot wide right-cf-vvay etertding thirty feet on each side
of the fallowing descrted centerline for Garfield County Road 115, mid centerline being further
descried as follows: Beginning at a point from whence the Southwest comer of said Sermon 20
bears 389°5926"W a dis-anm of 2E53.70 feet, said section comer being a 2-112 inch Aluminum Cap
found in place; thence along the arc of a curve to the left having a radius of 5318.82 feet, and a
central angle cf 04°16'52' fora distanm along the curve of 397.42 fee: the chord of said curve bears S
77°43'40" E a d"tstanof 397.32 feet thence S 79°52'05 E 121.04 feet to a point along the section rote
common to said Setons 20 and 29 from whence the Quarter comer common to said Sections 20 and
29 being a Stone Monument found in place and rernonumentt:d with a 2 -inch Aluminum Cap bears
N88°32'13"W 720.E5 feet thence S 79°52'05 E 331.86 feet thence along the art of a curve b the right
having a radius of 900.00 feet. and a central angle crf 20°29'08' for a distance along the curve of 321.79
feet the chord of said curve bears S 69°37'31' E a distance of 320.08 feet; thence S 59°22'57' E 217.30
feet; thence along the arc of a curve to the right having a radius of 1081.34 feet, and a central angle of
35°38'00' for a distance along the curve of 672.50 feet the chord'of said curve bears S 41°33'57 E a
distance of 661.72 feet; thence S 23°44'57' E 73.66 feet; thence along the art of a curve to the left
having a radius of 963.47 feet, and a central angle of 12°26'4T far a distance along the curve of 20929
feat; thechord of said curve bears S 29°5871' E a distance of 208.88 feet; thence along. the arc of a
curve to the left having a radius of 450.00 feet, and a central angle of 36°06'40' for a distance along the
curve cf 283.62 feet; the chord of said curve bears S 54°15'04' E a distance of 278.95 feet; thence S
72°18'24' E 264.99 feet to a point along the section line common to said Sections 28 and 29 from
when the Northeast comer of said Section 29 being a 2-1/2 inch GLO Brass Cap found in place bears
N01 °09'26'E 1219.42 feet: thence S 72°1824' E 167.61 feet; thence along the arc of a curve to the right
having a radius of 377.41 feet, and a central angle of 2F33'14- for a distance along the curve of 168.32 -
feat; the chord of said curve bears S 59°31'4T E a distance of 166.93 feet; thence S 46°4510' E 235.64
feet thence along the arc of a curve to the left having a radius of 796.12 feet. and a cental angle of
26°17'03' for a distance along the curve of 365.22 feet the chord of said curve bears S 59°53'42' E a
distance of 362_02 feet.: thence S 73°02'14' E 636.67 feet thence along the arc of a curve to the right
having a radius of 624.56 feet. and a central angle of 50°51'15 for a distance along the curve of 554.35
feet the chord of said curve bears S 47'36'36' E a distance of 536.33 feet: thence S 22°10'58' E 307.62
feet; thence along the arc of a curve to the left having a radius of 1391.75 feet, and a central angle of
15°49'57 for a distance along the curve of 384.58 feet; the chord of said curve bears S 30°05'57' E a
distance of 383.36 feet; thence along the arc of a curve to the right having a radius of 400.00 feet, and a
central angle of 32°43'14' for a distance along the curve of 228.43 feet the chord of said curve bears S
21°39'19" E a drstance of 225.34 feat; thence along the arc of a curve to the left having a radius of
2407.42 feet, and a cent; -al angle of 28°4224' for a distance along the curve of 1206.18 feet; the chord of
said curve bears S 19°38'54' E a distance of 1193.61 feet; thence S 34°00'06' E 1152.91 feet; thence•
along the arc of a curve to the left having a radius of 400.00 feet, and a central angle of 25°5311" for a •
dis'ance along the curve of 180.72 feet; the chord of said curve bears S 46°56'42" E a distance of 179.19
feet; thence S 59°53'1T E 38.40 feet to a point along the sec on line common to said Sections 28 and
33 from whence the Quarter comer common to said Sections 28 and 33 being a Stone Monument found
in place and remonumenteed with a 2 -inch Aluminum Cap bears N86°.11'17"W 896.52 feet; thence S
59°53.17- E 421.00 fee; thence along the arc of a curve to the right having a radius of 779.79 feet, and a
central angle of 35°42'49" for a distance along the curve of 486.06 feet; the chord of said curve bears S
42°01'52" E a distance of 478.23 feet; thence S 24°10'27' E 644.62 feet; thence along the arc of a curve
to the right having a radius of 88282 feet, and a cent -al angle of 26°58'38' for a distance along the curve
of 415.67 feet the chord of said curve bears S 10°41'09' E a distance of 411.84 f6et; thence S 02°48'10'
W 238.01 feet thence along the arc of a curve to the left having a radius of 729.53 feet, and a cental
angle of 37°41'54' for a distance along the curve of 480.00 feet the chord of said curve bears S
16°02'4T E a distance of 471.39 feet, thence along the arc of a curve to the left having a radius of 200.00
feet, and a cental angle of 53°37'43' for a distance along the curve of 187.20 feet the chord of said
curve bears S 61°42'35" E a distance of 180.44 feet; thence along the arc of a curve to the left having a
radius of 2171.07 feet, and a central angle of 08°19'31' fora distance along the curve of 315.47 feet; the
chord of said curve bears N 8718'48' E a distance of 315.19 feet to a point along the section line
5
� a �
• "
common to said Sections -33 and 34 from whence the Northeast comer of said Section 33 being a 2-T12.
inch GLO Brass Cap found in place bears NQ1.30'32-E 2209.86 feet then= along the arc of a carve to
the left having a radius of 2171.07 feet, and a =ntrai angle of 15°20'11' for a distance along the carve of
581.13 feet: the chord of said curve bears N 75°28'57 E a distance of 579.40 feet: thence along the arc
of a curve to the right having a radius of 280.00 feet, and a cental angle of 55°26'50" fora distance along
the curve of 270.97 feet the dtort3 cf said carve bears S 84°27'44" E a ftstance of 260.52 feet then ca S
5E1'44'19" E 393.81 feet them along the arc of a curve to the lett having a radius of 669.07 feet, and a
cent:m1 angle cf 21039-21* far a distance along the carve of 25289 feet the drard of said curve bears S
67'34'00" E a distance of 251.38 feet frcrn whence the said Northeast corner of Section 33 bears
N28°52'13"W 2741.66 feet; Sudo parei being a 60 fact right-of-way (30 feet on east side of the above
described centerline) contains 18.195 aces more or less. The right-of-way lines of said right-of-way shall
be prcionged or shortened to begin and end an and conform to the property boundary lines.
4) GARFIELD COUNTY ROAD 114 EXCEPTION PARCEL. LEGAL DESCRIPTION
A pard of Land located in the Northeast Quart=r of Section 33, Township 6 South, Range 88 West, of the
Sixth Prindpal Meridian, said parcel being the right-of-way far Garfield County Road 114.and the
intersection of Garfield County Road 114 with Garfield County Road 115, said parcel being further
described.as follows: Beginning at a paint on the southern fuze of the Northeast Quarter of said Section
33 whence the East Quarter Comer far said Section 33 being a Stone Monumentfound in place and
remonumented with a 2 -inch Aluminum Cap bears S 88°2T45' E 551.40 feet said paint also being a
point en the easterly right-of-way of C rrleld County Road 114; thence N 88°2T4S W 77.11 feet along
said southern line of the Northeast Quarter to a point on the westerly boundary of said County Rcad' 114,
whence the Center Quarter far said Section 33 being a 2 -1/2 -inch Aluminum Cap fouled in place bears N
88°2T45' W 1883.48; thence the following two courses along the westerty right-of-way of said County
Road 114:
1. N 40°27'03" E 99.05 feet;
2 thence along the are of a curve to the left having a radius of 270.00 feet, and a cntra1 angle of
69°20'35" far a disance along the carve of 325.77 feet; the chord of said curve bears N 05°4646" E a
disance of 307.19 feet to a point an the southerty right- of -way of Garfield County Road 115;
thence the following three courses along the southern right-of-way of County Road 115:
1. along the arc of a non -tangent carve to the left having a radius of 759.53 feet, and a central angle of
06°00'12' for a disance along the curve of 79.58 feet; the chord of said curve bears S 31°53'38' E a
disnce of 79.55 feet
2 thence along the arc of a curve to the left having a radius of 230.00 feet, and a central angle of
53°37'43' for a distance along the curve of 215.28 feet the chord of said curve bears S 61°42'35" E a
distance of 207.51 feet:
3. thence along the arc of a curve to the left having a radius of 2201.07 feet, and a central angle of
03°41'58" for a distance along the curve of 14212 feet; the chord of said curve bears N 89°3734' E a
distance of 14209 feet to a point on the easterly right-of-way of Garfield County Road 114;
thence the following two curses along the easterly right-of-way of County Road 114:
1. along the arc of a non -tangent curve to the left having a radius of 470.00 feet, and a central angle of
47°19'32' for a distance along the curve of 388.21 feet; the chord of said curve bears S 64°06'49' W
a distance of 377.27 fees
2. thence S 40`2T03' W 70.18 feet to the paint of beginning containing 0.755 acres more or less.
The right-of-way lines of said right-cf-way shall be prolonged or shortened to begin and end on and
conform to the property boundary lines.
6
EXHIBIT A - BERKELEY I
Township 6 South, Range 88 West of the 6t1 P.M.
Se•ction 32: Lots 5 and 5
Section 33: Lots 7 through 17 inclusive, Lot 20 through 23, inclusive, and
NEYSE24
Section 34: SWNSW'i
Township 7 South, Range 88 West of the 6th P.M.
Section 4: Lots 2, 3 and 9 •
EXCEPTING therefrom that parcel of land described on Deed recorded as
Reception No. 419600 in Book 795 at Page 72 of the Garfield County records.
AND EXCEPTING therefrom the above, those portions conveyed to the Board of
County Commissioners of Garfield County for road purposes by documents
recorded June 3,- 1929, in Book 159 at Page 85 as Reception No. 104496 and in
Book 159 at Page 87 as Reception No. 104498.
TOGETHER WIh a parcel of land situated in the NE1/4 of Section 4, Township
7 South, Range 88 West of the Sixth Principal Meridian, County of Garfield, State
of Colorado; said parcel being more particularly described as follows:
Commencing at the Northeast Comer of said Section 4, a BLM Aluminum Cap in
place, the True Point of Beginning; thence S 16°39'55" W 217.38 feet; thence
S 27°00'32" W 277.20 feet; thence S 48°11°02" W 452.97 feet; thence
N 89°49'27" W 293.53 feet; thence along the arc of a curve to the right having a
radius of 200.00 feet and a central angle of 54°03'51", a distance of 188.72 feet
(chord bears N 62°47'31" W 181.80 feet); thence N 35°45'36" W 8.96 feet; thence
along the arc of a non -tangent curve to the right having a radius of 330.00 feet
and a central angle of 17°32'14", a distance of 101.01 feet (chord bears
S 57°47'34" W 100.61 feet); thence S 10°53'01" E 108.00 feet; thence
N 89°49'27" W 293.31 feet to a point on the Southerly boundary of that property
described in Reception No. 462134 of the Garfield County Clerk and Recorder's
Office; thence N 00°1122" E along said Southerly boundary 337.83 feet; thence
continuing along said Southerly boundary N 89°51'49" E 217.99 feet; thence
continuing along said. Southerly boundary N 00°16'49" W 489.87 feet; thence
continuing along said. Southerly boundary S 89°49'20" E 1127.60 feet to the True
Point of Beginning;
EXHIBIT A -,BERKELEY
A parcel of land situated in Section 33, Township 6 South, range 88 West of the
Sixth Principal Meridian, and Section 4, Township 7 South, range 88 West of the.
• Sixth Principal Meridian, County of Garfield, State of Colorado, being more.
particularly described as follows:
Beginning at the South 1/, corner of said Section 33; thence S. 68°50'25" E. 222.96
feet; thence N. 72°30'00" E. 300.00 feet; thence N. 35°00'00" E. 500.00 feet; thence
S. 17°30'00" E.1850.00 feet to the southeast comer of the NW'/4NEY, of said Section
4; thence N. 89°49'27" W. along the south line of said NW1/TNE1/41330.86 feet to the
southwest comer of said NW1/4SNE1/4; thence N. 00° 16'06" W. along the west line of
said NWY E1/4 1341.00 feet to the South 1/4 corner of said Section 33, the point of
bepnning. Said parcel contains 36.20 acres, more or less;
•
EXHIBIT A .
CMC
PROPERTY DESCRIPTION
PARCEL A .
A PARCEL OF LAND SITUATED IN THE SE1/4SE1/4 OF SECTION 32; SW1/4SW1/4 OF
SECTION 33, TOWNSHIP 6 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL
MERIDIAN, THE NE1/4SW1/4, S1/2NE1/4, NW1/4SE1/4, AND LOTS 1, 4, 5, 6,.7, 8, 10,
-AND 11, SECTION 4, E1/2 AND LOT 11 SECTION 5, LOTS 3, 4, AND 8, SECTION 8, LOTS
4, 5, 6, AND 7, SECTION 9, ALL IN TOWNSHIP 7 SOUTH, RANGE 88 WEST OF THE
SIXTH PRINCIPAL MERIDIAN; SAID PARCEL BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
(THIS DESCRIPTION IS BASED ON DOCUMENTS OF RECORD AND DOES NOT
REPRESENT AN ACTUAL BOUNDARY SURVEY BY. HIGH COUNTRY ENGINEERING,. -
INC. NOR DOES IT REPRESENT A TITLE SEARCH)
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 4 TOWNSHIP 7
SOUTH RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE .
S 33°20'30" W 995.70 FEET TO THE NORTHEASTERLY CORNER OF THAT PARCEL
DESCRIBED IN BOOK 500, AT PAGE 930, THE POINT OF BEGINNING; THENCE
ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 500, AT PAGE
930, S 00°3025" E 1860.34 FEET TO THE SOUTHEASTERLY CORNER OF THAT
PARCEL DESCRIBED IN BOOK 500, AT PAGE 930; THENCE N 89°51'39" W ALONG
THE SOUTHERLY LINE OF THAT.PARCEL DESCRIBED IN BOOK 500, ATPAGE 930,
938.17 FEET TO A POINT ON THE NORTHEASTERLY CORNER OFTHATPARCEL
DESCRIBED IN BOOK 396 AT PAGE 36; THENCE LEAVING SAID S0UTHERLY LINE
S 00°30'30" E ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK
396 AT PAGE 36 1264.90 FEET, TO THE SOUTHEASTERLY OF THAT PARCEL
DESCRIBED IN BOOK 396 AT PAGE 36; THENCE S 89°49'00" W ALONG THE
SOUTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 396 AT PAGE 36 1220.09
FEET, TO THE NORTHEASTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK
474 AT PAGE 583; THENCE S 00°52'05 E ALONG THE EASTERLY LINE OF THAT
PARCEL DESCRIBED IN BOOK 474 AT PAGE 583, 1263.08 FE..1, TO THE.
NORTHEASTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE
920; THENCE S 00°38'41" W ALONG THE EASTERLY LINE OF THAT PARCEL,
PAGE 1
923 COOPER AVENUE • GLENWOOD SPRINGS, COLORADO 81601
Telephone (970) 945-8676 • Fax (970) 945-2555
DESCRIBED IN BOOK 488 AT PAGE 920, 2198.27 FEET, TO. THE SOUTHWESTERLY
CORNER OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920; INCE ALONG
THE SOUTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920,
THE FOLLOWING SEVEN (7) COURSES: • • .
1. S 88°42'41" W 361.02 FEET
2. N 00°00'00". W 317.99 FEET
3. S 69°5700" W.988.46 FEET
4.: • . -S 88°42'41" W 1601.16 FEET
5. . S 88°46'10" W1245.83 FEET
6: • N 00°05'49" W 1319.90 FEET.
7. • . S 88°43'38" W 361.09 FEET, TO A POINT ON THE.EASTERLYLLNE OF
THAT PARCEL. DESCRIBED. IN BOOK 1105 'AT PAGE 980; THENCE ALONG THE
EASTERLY LINE OF THAT. PARCEL DESCRIBED IN.BOOK 1105AT PAGE 980, THE
FOLLOWING SEVEN (7) COURSES: . • • -
1 ALONG .THE ARC OF A. CURVE TO THE LEFT HAVING A RADIUS OF
83x.00 FEET AND A CENTRAL ANGLE OF 03°33'35" A DISTANCE OF
51.57 FEET (CHORD BEARS N 19°17'25" E 51:56 FEET)
2. - N 17°30'37" E 157.95 FEET
• 3. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF
3636.48 FEET AND A'CENTRAL ANGLE OF 03°06'15 A DISTANCE OF
198.32 FEET (CHORD BEARS N 19°03'46".E 19829 FEET) . - ,
4. N 20°36'53" W 271.04 FEET
5. ALONG THE ARC .OF A NONTANGENT CURVE TO THE RIGHT HAVING •
. A RADIUS OF 1086.84 FEET AND A CENTRAL ANGLE OF 11°15'00" A ..
DISTANCE OF 213.40 FEET (CHORD BEARS N 25°3703" E 213.06 FEET) •
6. N 31°14'33" W763.781,T
7. N 57°53'00" W 28.37FEET, TO A PONT .ON THE WESTERLY LINEOF
THAT PARCEL DESCRIBED. IN BOOK 488.AT PAGE 920; THENCE ALONG THE.
. WESTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920, THE
FOLLOWING FOUR (4) COURSES:
• 1. N 32°07'00" E 150.31 FEET
2. N 43°58'38" E 132.65 FEET .
3. N 64°10'20" E 392.30 FEET
. 4. N 72°07'36" E 362.63 FEET, TO THE SOUTHWESTERLY CORNER OF
THAT QUITCLAIM DEED DATED AUGUST 14, 1997 FROM LOS AMIGOS RANCH
PARTNERSHIP, A COLORADO GENERAL PARTNERSHIP, TO COLORADO MOUNTAIN
JUNIOR COLLEGE DISTRICT, A STATUARY JUNIOR COLLEGE DISTRICT; THENCE
PAGE 2
N 00°11'28" W ALONG THE WESTERLY LINE OF THAT QUITCLAIM DEED DATED
AUGUST 14, 1997 FROM LOS AMIGOS RANCH PARTNERSHIP, A COLORADO
GENERAL PARTNERSHIP, TO COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT,
A STATUARY JUNIOR COLLEGE DISTRICT 517.38 FEET; TFENCEN 64°04'19" E
ALONG THE NORTHERLY LINE OF THAT QUITCLAIM DPT DATED AUGUST 14,
1997 FROM LOS AMIGOS RANCH PARTNERSHIP, A COLORADO GENERAL
PARTNERSHIP, TO COLORADO MOUNTAIN JUNIORCOI.T.FGE DISTRICT, A
• STATUARY JUNIOR COLLEGE DISTRICT 55.12 FEET, TO A POINT ON THE
WESTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 399 AT PAGE 265; THENCE
N 00°12'00" W ALONG THE WESTERLY LINE OF THAT PARCEL.DESCRIBED IN BOOK
399 AT PAGE 265, 4501.86 .F.E.ET; THENCE S 89°58'54" E ALONG THE NORTHERLY
:LINE OF THAT PARCEL DESCRIBED IN BOOK 399 AT PAGE 265,201.02 FEET;
THENCE CONTINUING ALONG THE NORTHERLY LINE S 89°54'5:1" E OF THAT
PARCEL DESCRIBED Th BOOK 399 AT PAGE 265, 177.38 'FEET; THENCE S 00°07'35" E
'ALONG THE EASTERLY LINE. OF THAT PARCEL DESCRIBED IN BOOK 399 AT PAGE
265, 830.32 FEET, TO A POINT ON THE NORTHERLY LINE OF THAT PARCEL'
DESCRIBED IN BOOK 396 AT PAGE 39; THENCE S 89°45'40" E ALONG- TIM
NORTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 39.6. AT. PAGE 39,.2528.08
NET, TO THE NORTHEASTERLY CORNER OF SAID PARCEL; THENCE S 00°29'34 E
ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK396 AT PAGE
39, 1353.48 FEET, TO THE NORTHWESTERLY CORNER OF THAT PARCEL
DESCRIBED IN BOOK 500 AT PAGE 930; THENCE ALONG THE NORTHERLY LINE OF
THAT PARCEL DESCRIBED IN BOOK 500 AT PAGE 930, THE FOLLOWING THREE (3)
COURSES:
1. S 89°58'00" E 1343.30 FEET
2. N 00°35'00" W 514.40 FEET
3. S 89°58'00" E 785.70 FEET, TO THE POINT OF BEGINNING; SAID PARCEL.
CONTAINING 701.725 ACRES MORE OR LESS. .
PAGE 3
K\WP\97\498\CMCBDES
�.,�� NG/i✓E .47e7VG
EXHIBIT A
CMC
PROPERTY DESCRIPTION
PARCEL B
A PARCEL OF LAND SITUATED IN THE SOUTHWEST ONE QUARTER OF SECTION
34, TOWNSHIP 7 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN;
SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
(THIS DESCRIPTION IS BASED ON DOCUMENTS OF RECORD AND DOES NOT
REPRESENT AN ACTUAL BOUNDARY SURVEY BY HIGH COUNTRY ENGINEERING,
INC. NOR DOES IT REPRESENT A TITLE SEARCH)
COMMENCING AT THE W1/4 OF SAID SECTION 34; THENCE'S 89°57'00" E ALONG
THE NORTHERLY LINE OF SW1/4 OF SECTION 34, TOWNSHIP 7 SOUTH, RANGE 88
WEST OF THE SIXTH PRINCIPAL MERIDIAN 201.94 i•ht,T, TO THE POINT OF
BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE S 89°5700" E
2479.45 FEET TO THE W1/16 OF SAID SECTION 34; THENCE S 04°07'00" E ALONG THE.
EASTERLY LINE OF SAID SW1/4 2385.35 FEET, TO THE SW1/16 OF SAID SECTION 34;
THENCE S 88°11'37' W ALONG. THE SOUTHERLY LINE. OF SAID SWI/4 1700.46 FEET;
THENCE LEAVING SAID SOUTHERLY LINE N 02°50'09" W 1220.49 FEET; THENCE
S 89°02'17" W 807.16 FEET; THENCE N 03°53'31" W 1232.36 FEET TO THE POINT OF
BEGINNTNG; SAID PARCEL CONTAINING 115.579 ACRES MORE OR LESS.
K \WP197\098\CMCBDES
923 COOPER AVENUE • GLENWOOD SPRINGS, COLORADO 81601
Telephone (970) 945-8676 • Fax (970) 945-2555
EXHIBIT A
LOS AMIGOS RANCH PUD
Township 6 South, Range 88 West of the 6th P.M.
Section 31:SE 3/4 and Lot 2
Section 32:SY2SW'/4, Lot 7 and SEY4SEY4
Section 33:Lots 18 and 19
Township 7 South, Range 88 West of the 6th P.M.
Section 5:Lots 3, 4, 5, 6, 7, 11 and the easterly one-half of Lot 10, NE Y4 SW'/4 ,
NWY4SEY4, SE'/4NWY4 and NE'%
Section 6:Lots 2, 3, 4, 5, 6, 7, SW Y4 NE Y4 , and NW Y4 SE Y4
Township 6 South, Range 89 West of the 6th P.M.
Section 35:Lots 1, 2, 10 and 16
Section 36:SE'/4 , N'h SW Y4 , NEY4, NW Y4 and Lots 1 and 2
EXCEPTING from the above described property the parcels of land as -
follows: (1) William E. Poster and Bruce Dixson by deed recorded in Book 374 at Page 480;
(2) Colorado Mountain Junior College District by deeds recorded in Book 381 at Page 537 and
Book 399 at Page 265; (3) Board of County Commissioners of Garfield County, Colorado, by
deed recorded in Book 409 at Page 220; (4) All that portion of Lot 2, Section 6, Township
7 South, Range 88 West of the 6th P.M. lying Southwesterly of the Southeasterly right-of-
way fine of a county road known as the "college road".
Together with any and all water, water rights, water structures, ditches, laterals, welis, and
other water and water facilities of every kind and nature, without limitation, appurtenant
thereto, PROVIDED, HOWEVER, that the said conveyance of water rights is without any
warrants of title whatsoever.
Parcel 1: That part of T. 7 S., R. 88 W. of the 6th P.M., being all of Lot 9 and the Westerly
one-half of Lot 10 of Sec. 5, all of Lot 5 of Sec. 8 and that part of Lot 4 of Sec. 8, lying
Westerly of the Westerly right-of-way line of a county road as constructed and in place, the
Westerly right-of-way line of said road being described as follows: Beginning at a point on the
Southerly line of said Lot 4, said point being on the Westerly right-of-way line of said county
road, whence the NE Comer of said Sec. 8 bears: N. 60°03'34" E. 1933.73 feet; thence
N. 03°12'18" E. 242.69 feet along the Westerly right-of-way line of said county road; thence
N. 14°58'08" E. 144.01 feet along the Westerly right-of-way line of said county road; thence
N. 52°07' E. 691.57 feet along the Westerly right-of-way line of said county road to a point
on the Northerly line of said Lot 4. EXCEPT the Westerly 1024 feet of said Lot 5, Sec. 8 and
said Lot 9, Sec. 5.
Parcel 2: Lot 8 of Section 5, Lots 8 and 9 of Sec. 6, Lots 10 and 11 of Sec. 7 and Lot 6 of
Sec. 8, T. 7 S., R. 88 W. of the 6th P.M. EXCEPT all that part thereof heretofore conveyed
by deeds recorded as Document No. 249250 in Book 418 at Page 1; Document No. 248001
in Book 409 at Page 220; and
The Westerly 1024 feet of Lot Five (5), Section Eight (8), and Lot Nine (9), Section Five (5),
Township 7 South, Range 88 West of the 6th P.M.; and
A tract of land in the SW'/4 SE'/4 of Section 32, Township 6 South, Range 88 West of the 6th
Principal Meridian, being more particularly described as follows: Beginning at a Garfield
County Surveyor brass cap in place and properly marked for the center quarter corner of said
Section 32, thence S. 89°00'23" E. 1314.62 feet along the north line of the NW% of the
SE'/4 of said Section 32; thence S. 01°48'29" W. 2465.40 feet along the east line of the
W1/2SE'/4 of said Section 32 to the true point of beginning; thence continuing
S. 01°48'29" W. 136.26 feet along the east line of the SW Y4 SE'% of said Section 32 to the
SE comer of the SW'/.SE% of said Section 32; thence N. 39°43'26" W. 6.18 feet along the
south line of the SW'/4 SE'/4 of Section 32 to a fence line as built and in place; thence
N. 04°24'02" E. 136.56 feet along said fence line to the true point of beginning, containing
0.010 acres more or less; and
A parcel of land situate in the South half of Section 32, Township 6 South, Range 88 West
of the 6th Principal Meridian, being more particularly described as follows: Beginning at the
South quarter corner of said Section 32; thence along the east line of the SW % of said
Section 32, N. 02°22'30" E. 1309.47 feet to the NE comer of the SEY4 SWY4 of said Section
32; thence along the north line of the SE'h SW Y4 of said Section 32, N. 88°54'34" W.
2560.91 feet to the northwest corner of the SW %4 SW %4 of said Section 32; thence along the
west line of the SW'% of said Section 32, N. 03°10'51" E. 7.36 feet to a point on a fence
line as built and in place; thence along said fence line N. 89°43'23" E. a distance of 2725.52
feet to a fence corner; thence S. 09°03'54" W. 1395.04 feet along said fence line to the
point of beginning, containing 4.796 acres, more or less.
Together with a tract of land described in Document recorded as Rec. No. 512958 in Book
1031 at Page 798.
EXCEPTING FROM THE ABOVE those parcels of land described in document recorded as
Reception No. 334675 in Book 613 at Page 566.
ALSO EXCEPTING Resubdivision of Los Amigos Ranch Filing No. 1, County of Garfield,
State of Colorado, according to the plat thereof recorded 25 February 1983 as
Rec. No. 344098.
ALSO EXCEPTING Los Amigos Ranch Subdivision No. 2, Filing No. 1, County of
Garfield, State of Colorado, according the plat thereof recorded 10 July 1984,
as Rec. No. 353877.
ALSO EXCEPTING Los Amigos Ranch Subdivision No. 2, Filing No. 2, County of
Garfield, State of Colorado, according to the plat thereof recorded 10 November
1992, as Rec. No. 441028.
ALSO EXCEPTING Los Amigos Ranch Subdivision No. 2, Filings 3 and 4, County of
Garfield, State of Colorado, according to the plat thereof recorded 16 May
1994, as Rec. No. 463201.
ALSO EXCEPTING Los Amigos Ranch Filing 5, Phase 1, County of Garfield, State of
Colorado, according to the plat thereof recorded 26 August 1997, as Rec. No.
512790.
ALSO EXCEPTING Los Amigos Ranch, Filing 5, Phase 2, County of Garfield, State of
Colorado, according to the plat thereof recorded 12 August 1998, as Rec. No.
530431.
ALSO EXCEPTING those lots shown as Rural Residential and Fiiing 2A according to
Board of County Commissioners Resolution No, 96-34 recorded 18 June 1996,
in Book 982 at Page 103.
ALSO EXCEPTING a tract of land situate in Section 5, Township 7, South, Range 88
West of the 6th Principal Meridian being more particularly described as follows:
Beginning at a point whence the NE corner of Section 8 of said Township and Range
bears S 02°29'58" E 1058.99 feet; thence N 00°01'13" W 505.32 feet; thence
N 64°15'15" E 55.12 feet to the west line of a tract of land described in Book 399
at Page 265 of the records of the Clerk and Recorder of Garfield County, Colorado;
thence S 00°01'13" E 509.03 feet along said west line to the north right-of-way line
of County Road 114; thence S 67°49'48" W 53.61 feet along said right-of-way to the
point of beginning, containing 0.578 acres more or Tess.
KW:Ic/1503A.1 1
EXHIBIT A
PINON PINES
A parcel of land situate in the NE'/4 of the SW /. of Section 4, Township 7 South, Range 88 West of
the Sixth Principal Meridian, being more particularly described as follows:
Bermtng at the Southeast Comer of said Section 4, thence N. 72°21'48" W. 4226.11 feet to the
Southwest Comer of said NE 1/4 of the SW'//; thence S. 89°53'11" E_ 281_52 feet along the South line
of said NE1/4 of the SW'/4 to the true point ofbeg�ning; thence N. 15°58'59" E. 137.70 feet; thence
N. 83 °50'11" W. 233.03 feet; thence N. 00°01'47" W. 24420 feet; thence S. 89°54'26" E_ 55122
feet; thence S. 82°2714" E. 65.88 feet; thence S. 01°16'01" E. 393.00 feet; thence N. 89°53'11" W.
43133 feet along the South line of said NE1/4 of the SWI/4 to the true point of beginning
EXHIBIT A - AUBURN RIDGE
Lot 2
Resubdivision of Los Amigos Ranch
Filing No. 1
County of Garfield
State of Colorado
Also known as 0228, 0230, 0284 and 0286 Auburn Ridge Lane,
Glenwood Springs, CO 81601
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SPRING VALLEY SANITATION DISTRICT
EXHIBIT 0
PLANT PROJECT BUDGET
A, CAPITAL COSTS
1. Wastewater Treatmerrt Facility
2. Valley. Lift Station1Farce Mein
3. Effluent Lift Station/Force Mein
4. Lower Bench Lift Station/Force Maln
$2,938,000
$ 387,000
$ 356,000
$ 371,000
Subtotal, Capital Coats $4,054,000
B. EASEMENTS/PROPERTY ACQUISITION
C PRE -CONSTRUCTION AGREEMENTS
0. CONSTRUCTION PHASE
1. Construction Management
2. Legal/Administrative
3. Administrative
501.\O9.•adt MG:lac
-0-
$ 223,000
$ 203,000
9 30,000
Subtotal, Construction Phase $ 233,000
TOTAL. PLANT PROJECT BUDGET
$4,5DE
7,99
EXHIBIT E
35 ACRE LOTS BOUNDARY
A parcel of Land located in Sections 14, 15, 16, 21, 22, 23, 26, and 27, Township 6 South, Range 88 West,
Sixth Principal Meridian being more particularly described as follows:
Beginning at the Northeast Comer of Section 20, Township 6 South, Range 88 West, Sixth Principal
Meridian being a 2-1/2 inch GLO Brass Cap found in place said tamer also being on the west line of said
Section 16 thence N 00'00'14" W a distance of 2631.77 feet along the west line of said Section 16 to the
East Quarter Corner of Section 17, T. 6 S., R. 88 W., 64" P.M. being a 2-1/2 inch GLO Brass Cap found in
place; thence N 00°08'04' W a distance of 340.70 feet continuing along the west line of said Section 16 to
the West Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N
00'01'47 E a distance of 1047.99 feet continuing along the west linecf said Section 16 to the southwest
comer of a parcel of land described in Book 448, Page 284 in the office of the Garfield County Clerk and
Recorder, thence the following three courses along the boundary of said parcel described in Book 448, Page
28.4:
1. thence N 89°16'4T E a distance of 334.10 feet;
2. thence N 03'35'4T E a distance of 252.06 feet;
3. thence N 88'27'52° W a dis=nce of 349.87 feet to a point on the west line of said Section 16;
thence N 00°01'4T E a distance of 977.15 feet along the west line of said Section 16 to the Northeast
Corner of said Section 17 being a 2-1/2 inch GLO Brass Cap found in place; thence N 0C°01'20' W a
distance of 344.80 feet continuing along the west line of said Section 16 to the Northwest Comer of said
Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89'57'15' E a distance of 2703.26
feet along the north line of said Section 16 to the North Quarter Corner of said Section 16 being a 2-1/2 inch
GLO Brass Cap found in place; thence N 89'57'09" E a distance of 2637.87 feet continuing along the north
line of said Section 16 to the Northeast Comer of said Section 16 being a 2-1/2 inch GLO Brass Cap found
in place; thence N 89°58'17 E a distance of 2638.56 feet along the north line of said Section 15 to the North
Quarter Corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place; thence S 89'59'36" E a
distance of 1318.31 feet continuing along the north line of said Section 15 to the west line of the
NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (LS. 15710) found in place whence the
northeast comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 89'59'36" E
1318.31 feet thence S 0C°00'09" E a distance of 1312.36 feet along the west line of the NE1/4NE1/4 of said
Section 15 to the southwest comer of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap
(L.S. 15710) found in place: thence N 89°55'46' E a distance of 1317.67 feet along the south line of the
NE1/4NE1/4 of said Section 15 to the southeast comer of the NE1/4NE1/4 of said Section 15 being a 3 -inch
Aluminum Cap (L.S. 15710) found in place; thence S 89'58'46' E a distance of 1320.64 feet along the north
line of the SW1/4NW1/4 of said Section 14 to the northeast corner to the SW1/4NW1/4 of said Section 14
being a 3 -inch Aluminum Cap (LS. 16710) found in place; thence S 00°01'34' W a distance of 1312.94 feet
along the east line of the SW1/4NW1/4 of said Section 14 to the southeast comer of the SW1/4NW1/4 of
said Section 14: thence S 00'01'19" E a distance of 2647.58 feet along the east line of the W12SW1/4 of
said Section 14 to the southeast comer of the W1/2SW1/4 of said Section 14; thence S 89'59'40° E a
distance of 1318.39 feet along the north line of said Section 23 to the North Quarter Corner of said Section
23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00'05'23" E a distance of 5277.46 feet along
the east line of the W12 of said Section 23 to the South Quarter Corner of said Section 23 being a 2-1/2
incri GLO Brass Cap found in place; thence S 00°00'49" W a distance of 5529.94 feet along the east Zine of
the W12 of said Section 26 to the South Quarter Comer of said Section 26 being a 2-1/2 inch GLO Brass
Cap found in place; thence S 84°59'30' W a disthnce of 31.37 feet along the south Zine of said Section 26 to
the North Quarter Comer of Section 35, T. 6 S., R. 88 W., 6'n P.M., being a 2-1/2 inch GLO Brass Cap found
in place; thence S 84°41'15" W a distance of 1292.34 feet along the south line of said Section 26 to the
southeast comer of Lot 14 of said Section 26; thence N 00'21'37" E a distance of 372.49 feet along the east
line of said Lot 14, Section 26 to the northeast comer of said Lot 14; thence N 89°53'31' W a distance of
1611.72 feet along the north line of said Lot 14 to the northwest comer of said Lot 14; thence S 00°00'14' W
a distance of 525.17 feet along the west line of said Lot 14 to the Southwest Comer of said Section 26 being
a 2-1/2 inch GLO Brass Cap found in place: thence N 89°14'59" W a distance of 598.59 feet along the south
line of said Section 27; thence N 00°45'03" E a distance of 425.99 feet; thence N 08°45'36" W a distance of
1546.11 feet; thence N 25°5T08' W a distance of 1863.71 feet thence N 57'12'11' W a distance of 1507.60
feet thence N 33°4314" W a distance of 2585.68 feet thence N 67'46'01' E a distance of 38.27 feet;
thence N 33°43'34° W a distance of 993.23 feet thence N 33°15'31' W 2 distance of 2260.78 feet thence N
62°54'53" W a distance of 3597.58 feet; thence N 54'19'21' W a distance of 124.93 feet thence S 49.04'45'
W a distance of 1186.94 feet; thence N 03'4314" W a distance of 470.01 feet to the Northeast Comer of
said Section 20 being the POINT OF BEGINNING containing 3,029.48 acres more or less, prior to the
following excepted parcel:
1) SECTION 15 EXCEPTION PARCEL
A parcel of land being the Northwest Quarter of the Southwest Quarter of Section 15, Township 6 South
Range 88 West, of the Sixth Principal Meridian, said parcel being further described as follows:
Beginning at the West Quarter Comer of said Section 15 being a 2-112 inch GLO Brass Cap found in place,
thence N 89°51'0T E for a distance of 1323.59 feet along the North line of the NW1/4SW1/4 of said Section
15 to the northeast comer of the NW1/4SW1/4 of said Section 15; thence S 00°01'49" E for a distance of
1540.50 feet along the East line of the NwI/4SW1/4 of said Section 15 to the Southeast Comer of the
NW1/4SW1/4: thence S 89°5825" W for a distance of 1323.59 feet along the south fine of the NW1/4SW1/4
of said Section 15 to the southwest comer of the NW1/4SW1/4 of said Section 15; whence the Southwest
Corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 00'01'49' E for a
distance of 1537.70 feet; thence N 00°01'49' W for a distance of 1537.70 feet along the west rine of the
Nw1 /4SW1/4 of said Section 15 to the northwest comer of the NW1/4SW1/4 of said Section 15 being the
POINT OF BEGINNINIG containing 46.76 acres more or less.
The 35 Acre Lot Parcel total area minus the exception is 2982.72 acres more or Tess.
EXHIBIT F
AGREEMENT
-t-Y
THIS AGREEMENT is. made and entered into this /5 -53 -of December, 1999, by
and between SPRING VALLEY SANITATION DISTRICT, a Colorado Special District
("District") and COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT, a Statutory
Junior College District ("CMC").
WITNESSETH:
WHEREAS, the District is a provider of wastewater treatment services for property
owners located in Spring Valley, near Glenwood Springs, Colorado; and
WHEREAS, the District provides wastewater treatment services to CMC according to
the terms and conditions of that certain Sewage Treatment Services Agreement dated July 2,
1979 and the District's Service Plan dated July 1979 ("District Formation Documents"); and
WHEREAS, the District and CMC executed a Lease and Agreement dated February
26, 1980, which provides for the District's use of CMC property for the District's
wastewater treatment facilities ("Lease Agreement"); and
WHEREAS, the District and CMC have entered into agreements which establish
additional terms and conditions of CMC's use of the District's wastewater treatment
services, including but not limited to that certain Agreement Concerning Improvement of
Wastewater Treatment Facilities dated April 30, 1988, that certain Agreement dated October
14, 1992, and that certain Agreement dated February 15, 1996, (the "Prior Agreements");
and
WHEREAS, the District and CMC executed that certain CMC Tie -In Agreement
dated December 18, 1996 (the "Tie -In Agreement") which established the parties' mutual
rights and obligations concerning CMC's use or non-use of the District's facilities for an
additional 35 EQRs to service new dorm units constructed in 1997 (the "New Dorms"); and
WHEREAS, the District Formation Documents, the Lease Agreement, the Prior
Agreements, and the Tie -In Agreement provide, inter alia, the District with its existing
wastewater treatment facilities, a long term lease for use of CMC property upon which the
existing District facilities are located, and the District agreement to provide wastewater
treatment service to CMC to serve the CMC property and property owned by Colorado
Pinon Pines, Ltd. ("Pinon Pines"); and
WHEREAS, CMC utilized an additional 35 EQRs of the District's wastewater
treatment facilities to service the New Dorms in September, 1997; and
F: \ 1999\Ag rcement3\S VS D-CMC-Agmt- Final. wpd
WHEREAS, the District and CMC have agreed with other landowners in the Spring
Valley area to construct expanded and upgraded wastewater treatment facilities (the "New
Plant") to serve the regional requirements in Spring Valley, including CMC's New Dorms
and 26 additional EQRs for future use on the CMC property; and
WHEREAS, the District and CMC have identified the rights and obligations of the
parties by entering into a Pre -Inclusion and Wastewater Treatment Plant Development
Agreement (the "Plant Development Agreement"), dated , 1999,
which agreement is also executed by Spring Valley Development, Inc., Berkeley Family
Limited Partnership, Los Amigos Ranch Partnership, Pinon Pines, and William and Pamela
Gibson ("Auburn Ridge"); and
WHEREAS, the parties desire to incorporate this Agreement into the Plant
Development Agreement, by designating this Agreement as Exhibit F thereto; and
WHEREAS, the District and CMC desire to resolve all remaining issues between the
District and CMC prior to the completion of the New Plant and the inclusion of the CMC
property within the District pursuant to the Plant Development Agreement; and
WHEREAS, the District and CMC desire to set forth the terms and conditions
pursuant to which all remaining outstanding issues between the District and CMC will be
resolved, the District's and CMC's mutual rights and obligations under the District
Formation Documents will be modified, the Prior Agreements and the Tie -In Agreement will
be suspended and later terminated, and the CMC property will be included within the
District.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties and other good and valuable consideration, the adequacy and sufficiency of which is
hereby acknowledged, the parties, on behalf of themselves, their successors, assigns, or
transferees, agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated herein by
reference.
2. The District Formation Documents and Prior Agreements. The parties agree
that, to the extent this Agreement is in conflict with the District Formation Documents and
the Prior Agreements, the terms and conditions of this Agreement shall control.
3. The Tie -In Agreement. The parties agree to resolve all issues regarding the
Tie -In Agreement. Therefore, subject to the provisions of paragraphs 8 and 9 below, the
parties agree that the Tie -In Agreement and any rights or claims thereunder shall be
suspended until commencement of New Plant operations, at which time the Tie -In
F:\ 1999\Agreernenta SVSD-CMC-Agmt-Fiml.wpd 2
Agreement and any rights or claims thereunder shall terminate. Resolution of the Tie -In
Agreement issues shall include the following terms and conditions:
a. The District agrees to provide temporary wastewater treatment service to
CMC for the New Dorms connected to the District's facilities in September,
1997. Such temporary service shall be for 35 EQRs, and is contingent upon
CMC's execution of the Plant Development Agreement and compliance with
the terms and conditions thereof.
b. CMC shall not be obligated to pay system development fees for temporary
service for the 35 EQRs prior to commencement of New Plant operation as
identified in the Plant Development Agreement.
c. CMC agrees to pay the District a lump sum in the amount of Seventeen
Thousand Five Hundred Thirty -Three Dollars and Nineteen Cents
($17,533.19) for temporary service for the 35 EQRs from September, 1997
through and including October, 1999. All payments received by the District
reflect a final settlement of past temporary use by CMC of the District's
facilities, subject to the provisions of paragraph 8, below. Payment of the
lump sum by CMC to the District shall occur as follows:
i. Eight Thousand Seven Hundred Sixty -Six Dollars and Sixty Cents
($8,766.60) shall be due and payable to the District upon execution of
this Agreement.
ii. The remaining Eight Thousand Seven Hundred Sixty -Six Dollars and
Fifty -Nine Cents ($8,766.59) shall be due and payable upon award of
plant bid as identified in Paragraph 17 of the Plant Development
Agreement.
d. Upon execution of this Agreement, the parties agree that CMC shall be billed
for the additional 35 EQRs of usage at the rate of Sixteen Dollars Thirty -Two
Cents ($16.32) per month per EQR. CMC shall be obligated to pay such
monthly service fees to the District beginning November 1999 until
commencement of New Plant operation under the Plant Development
Agreement or termination of this Agreement, whichever occurs first. The
District, in its sole discretion, may modify CMC's monthly service fee in
order to ensure payment of District obligations for operations, maintenance,
repair and replacement of its existing facilities; provided, however, in no event
shall the District assess a service fee on CMC for the additional 35 EQRs
which exceeds the rate per EQR charged to Auburn Ridge or any other
contract user served by the District.
F: \ 1999\Ag reernente\S VS D-CMC-Agmt- Final. wpJ 3
e. Subject to the terms and conditions of paragraphs 8 and 9 below, the District
and CMC agree that resolution of issues in the Tie -In Agreement reflects a
final settlement between the parties, does not constitute an acknowledgment of
breach by either of the parties, and execution of this Agreement is intended to
resolve such matters without any implication of wrongdoing by either party.
f. In light of the additional 35 EQRs connected to the District's facilities for the
New Dorms, for which CMC is agreeing to pay past and future service fees as
set forth in paragraph 3, above, the parties agree to adjust the percentage of
operation and maintenance (O&M) costs paid by CMC for CMC and Pinon
Pines' usage. CMC currently pays 79.37% of the District's annual O&M
costs and is responsible for the same percentage of capital repair and
replacement costs. CMC's percentage shall hereafter be reduced to 60%. In
recognition of the difficulty of calculating CMC's payment each year,
however, the parties agree that upon execution of this Agreement CMC shall
pay $5,000 as its share of 1999 O&M costs for CMC and Pinon Pines' usage,
receipt of which is hereby acknowledged by the District, and $3,750 per year
thereafter, due and payable on July 1 of each subsequent year and pro -rated to
the date of commencement of New Plant operation. CMC further agrees to
pay 60 % of any extraordinary capital repair and replacement costs necessarily
incurred by the District to keep the existing plant in operation until
commencement of New Plant operation.
4. CMC Wastewater Treatment Facility Collection Lines.
a. CMC owns wastewater collection and trunk lines on its property which carry
wastewater from CMC facilities and from Pinon Pines to the existing
wastewater treatment plant. CMC's collector line and Pinon Pines' collector
line join on CMC's property, and one trunk line carries wastewater from the
junction to the existing plant.
b. Upon award of the Plant construction contract under paragraph 17 of the Plant
Development Agreement, CMC shall dedicate to the District its trunk line
from the junction of the CMC and Pinon Pines lines to the existing plant. The
District may use such line for as long as the District, in its discretion,
determines that it is feasible to use the existing line. Thereafter, the District, at
its expense, shall abandon such line in accordance with federal, state and local
regulatory requirements.
c. The District shall install a new wastewater trunk line from the Spring Valley
Drainage to the existing plant site, pursuant to the terms and conditions of the
Plant Development Agreement. The District shall install the new trunk line
F:11999\Ag rcemcnu'S VS D-CMC-Agmt- Final. wpd
4
along the general alignment of the existing trunk line at the points of
intersection with the existing CMC and Pinon Pines collection lines; provided,
however, the District may create a new trunk line alignment above and below
such points of intersection if necessary. When the District's new trunk line is
installed, CMC shall connect to it at CMC's expense and in accordance with
reasonable design standards of the District. All collection lines carrying
sewage from CMC facilities to the District's trunk line shall remain CMC's
private lines, and CMC shall bear all costs and liability for the operation,
maintenance, repair, and replacement of such private collection lines.
d. CMC shall dedicate to Pinon Pines the collection line across CMC property
which carries wastewater from Pinon Pines to the trunk line, and grant to
Pinon Pines the necessary easements therefor prior to the commencement of
New Plant operations. CMC understands, pursuant to an agreement between
the District and Pinon Pines, that the said collection line will be Pinon Pines'
private line, that Pinon Pines will be responsible for connecting its line to the
District's new trunk line at Pinon Pines' expense, and that Pinon Pines will be
responsible for the cost and liability of operation, maintenance, repair, and
replacement of its collection line. CMC and the District will cooperate in the
implementation of this Agreement.
5. CMC Payment in Lieu of Taxes. The District plans to derive revenues for the
operation, maintenance, repair, and replacement of its facilities from a combination of
monthly service fees and property tax revenues as set forth in the Plant Development
Agreement. CMC as a governmental entity is exempt from property taxation and the service
fees paid by CMC will not cover CMC's full share of the cost of service. To ensure that
CMC pays its full share of the cost of service, CMC agrees to pay to the District a payment
in lieu of taxes ("PILT") upon CMC's inclusion into the District and the commencement of
operation of the New Plant. CMC's agreement to make a PILT shall not be construed to
impair in any way CMC's status as a tax-exempt entity, and may not be relied upon by any
third party for any purpose. The amount of CMC's PILT obligation shall be determined
based upon the assessed valuation of CMC's property and improvements as determined by
the Garfield County Assessor, subject to the following terms and limitations:
a. The parties shall jointly request that the Assessor determine the assessed
valuation of CMC's property in accordance with the criteria identified in the
Colorado Revised Statutes, as amended, and as set forth below, reserving to
CMC the same right to challenge such valuation as CMC would enjoy if it
were not tax-exempt. If the statutory appeal procedures are not made
available to CMC because of its tax exempt status or any other reason, the
parties will attempt to resolve any dispute between themselves, and if they are
not able to do so within 60 days, they shall submit the dispute to binding
arbitration.
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b. The assessed valuation of CMC property which includes dormitory, single-
family, or multi -family dwelling unit improvements shall be considered
residential use for assessed valuation purposes.
c. The assessed valuation of CMC property which is vacant with no
improvements shall be considered agricultural use for assessed valuation
purposes.
d. The assessed valuation of all other CMC property and improvements shall be
classified by use as determined by the Assessor in his or her discretion, subject
to CMC's right to challenge the classification.
e. The ratio of CMC's annual PILT obligation to the total tax payments of all
other property owners in the District shall not exceed the ratio of CMC's
EQRs receiving treatment service from the District to the total EQRs of all
other customers receiving treatment service from the District. For example, if
CMC has 86 EQRs receiving service from the District, and all other customers
have a combined total of 172 EQRs (a ratio of 1:2), and all other property
owners pay a combined total of 510,000 in taxes, then CMC's PILT payment
shill not exceed $5,000 (also a ratio of 1:2). In other words, CMC EQRs
receiving service, divided by all other customer's EQRs receiving service,
multiplied by all tax revenues received by the District from all other property
owners, equals CMC's maximum PILT obligation.
f. During the first five (5) calendar years of operation of the new plant, with the
first calendar year of operation prorated accordingly, CMC's annual PILT
obligation shall not exceed Five Thousand Dollars ($5,000.00).
g.
On March 1 of each year, the District shall provide written notice of the
previous calendar year's PILT obligation to CMC. CMC shall pay its PILT
obligation for the preceding calendar year to the District no later than April
15. In the event CMC appeals the assessment or a dispute regarding valuation
occurs, it shall pay its PILT obligation to the District under protest by the
April 15 deadline. If CMC prevails on said appeal or dispute, the District
shall immediately make any and all adjustments by refund to CMC.
6. Credit of Existing User Service Fee Accounts After Con mencement_of New
Plant Operation. Upon the commencement of operation of the New Plant, the District shall
provide an accounting of any remaining balance of the revenues collected from CMC,
Auburn Ridge, in -District customers, or any other person or entity receiving or paying for
service in the existing plant prior to the commencement of operation of the New Plant
("Existing Users"), and shall set aside any such balance in a separate fund (the "Existing User
Fund"). The District intends to apply the Existing User Fund solely for the benefit of
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Existing Users who paid for service in the existing plant. However, the District also
considers it prudent and necessary to set aside some of the Existing User Fund as an
emergency reserve to pay for any New Plant operation and maintenance expenses that cannot
be paid out of New Plant revenues.
The District hereby agrees to apply at least fifty percent (50%) of the Existing User
Fund as a credit against Existing Users' service fees, standby fees, or tap fee loan repayment
obligations under the Plant Development Agreement on a pro -rata basis according to Existing
User EQRs at the date of commencement of New Plant operation. Unless later changed by
mutual agreement, the basis for the pro -rata allocation shall be the following EQRs of
Existing Users:
a. CMC 86 EQRs
b. Pinon Pines 46 EQRs
c. Auburn Ridge 29.5 EQRs
d. Existing in -District Users 49 EQRs
The method and timing of these credits shall be determined by the District in its
discretion, provided that the result shall be a pro -rata credit of at least fifty percent (50%) of
the Existing User. Fund within two years after commencement of operation of the New Plant.
Any portion of the Existing User Fund not credited to Existing Users within two years
after commencement of New Plant operation may be used by the District for New Plant
operation and maintenance costs, if the District determines in its sole discretion that it has
insufficient revenues under the Plant Development Agreement to cover the operation and
maintenance costs of the New Plant. If, however, the District finds- that it is not necessary to
use the Existing User Fund for New Plant operation and maintenance costs within three years
after the commencement of New Plant operation, then it shall apply the remainder of the
Existing User Fund as a credit against Existing Users' service fees, standby fees, or tap fee
loan repayment obligations under the Plant Development Agreement on a pro -rata basis
according to EQR numbers listed above or as modified by mutual agreement. The method
and timing of these credits shall be determined by the District in its discretion, provided that
the result shall be a pro -rata credit of the remainder of the Existing User Fund within five
years after commencement of operation of the New Plant.
7. Service to Pinon Pines. CMC currently pays the District for wastewater
treatment provided to CMC and Pinon Pines. Pinon Pines is a contrast customer of CMC.
The District and CMC agree that, until commencement of operation of the New Plant, CMC
may continue to charge Pinon Pines for sewer service at rates to be determined by CMC and
Pinon Pines, and that CMC will continue to pay the District based on the combined EQRs of
CMC and Pinon Pines as provided for in Paragraph 3 above. Upon inclusion of Pinon Pines
into the District and commencement of operation of the New Plant, Pinon Pines will become
a direct customer of the District under the Plant Development Agreement, and the District
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7
will bill Pinon Pines directly for its service. CMC shall thereafter have no obligation to pay
the District for Pinon Pines' sewer service.
8. Suspension/Termination of Agreements and Documents.
a. The parties intend this Agreement to resolve all outstanding issues between
them until the commencement of operation of the New Plant, when, pursuant
to the Plant Development Agreement, the rights and obligations of the parties
will be newly defined following the District's expansion and CMC's inclusion
into the District. Therefore, the parties agree that the Prior Agreements, the
Tie -In Agreement, and the District Formation Documents as they pertain to
the parties hereto, shall be suspended upon execution of this Agreement.
Upon commencement of New Plant operation, the Prior Agreements, the Tie -
In Agreement (subject to the terms of paragraph 9, below), and the District
Formation Documents as they pertain to the parties hereto, shall be expressly
terminated and the rights and obligations of the parties will be governed
pursuant to the Plant Development Agreement, the District's Amended Service
Plan, the District's Rules and Regulations, and the terms and conditions of this
Agreement.
b. In the event that either the Plant Development Agreement is terminated, CMC
is not included into the District or the New Plant does not commence
operation, this Agreement shall immediately terminate and the parties shall
retain all rights and claims they may have under any agreement or otherwise
as of the date of this Agreement. Upon such termination, this Agreement shall
have no precedential effect in a dispute between the parties, shall not be used
as evidence in any legal proceedings, shall not be deemed a waiver of any
party's position under any prior agreement, and any and all payments received
by the District from CMC shall be offset against any final resolution of the
dispute between the parties. The parties agree that any applicable statute of
limitations shall be suspended while this Agreement is in effect.
9. Termination of Agreement: Future Dispute. Except as provided in paragraph
8 above, this Agreement shall not be terminated absent agreement by the parties hereto, their
successors or assigns. The parties recognize a future dispute could arise concerning CMC's
use of the District's wastewater treatment facilities for the New Dorms. In the event such a
dispute is raised by a third party (neither the District nor CMC shall initiate such a dispute),
the parties agree that the terms and conditions of this Agreement shall remain in full force
and effect; provided, however, the parties agree to modify this Agreement to make it
consistent with any order of the Court or any agreement of the parties hereto which resolves
such dispute. The parties further agree that in the event of such a dispute, or litigation
resulting therefrom, neither this Agreement nor its terms and conditions shall be admissible
as evidence and such dispute shall be determined as if this Agreement never existed.
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10. Lease Agreement. The parties agree to enter into a new lease agreement for
the New Plant prior to the award of plant bid as identified in Paragraph 17 of the Plant
Development Agreement. The new lease shall be for sufficient land to accommodate the
New Plant and reasonable expansions thereof, and necessary and reasonable access to the
plant site. The existing Lease Agreement shall be terminated upon the execution of the new
lease agreement.
11. Default by CMC: District Rules and Regulations In the event CMC fails to
complete any obligation identified in this Agreement, the District shall declare CMC in
default thereof. In the event CMC is deemed by the District to be in default of this
Agreement, CMC shall be subject to the terms and conditions of the District's Rules and
Regulations in effect at the time of default.
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
13. Valid Provision. If any provision of this Agreement shall be determined to be
void or unenforceable by any court of competent jurisdiction, 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 that, if any provision of this Agreement is subject to
two (2) 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.
14. fees and Costs: Survival. Should this Agreement become the subject of
litigation between the District and CMC, the prevailing party shall be entitled to reasonable
attorney fees and costs of suit actually incurred, including expert witness fees, as well as any
and all other costs incurred in connection with enforcing any provision herein. All rights
concerning revenues, attorney fees, and/or enforcement costs shall survive any termination
of this Agreement.
15. 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 party it
represents to the terms and conditions hereof.
16. Ratification of Plant Development Agreement. Except as expressly modified
herein, the parties ratify and affirm the Plant Development Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this Agreement in duplicate originals upon the day and year set
forth above.
SPRING VALLEY SANITATION DISTRICT
By: ?1.k.. r
.. L.t
Grreg)Boecker, President
COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT
Dr. Robert H. Sypuhler, Vice President
STATE OF COLORADO
) ss.
COUNTY OF GARFIELD
Subscribed and sworn to before me this/6-7'7...6y of L e -' 2r e -_- , 1999,
by Greg Boecker as President of Spring Valley Sanitation District.
(SEAL)
My Commission Expires:
C,/d6//C.03
STATE OF COLORADO
) ss.
COUNTY OF GARFIELD
Subscribed and sworn to before me this /SS, day of
1999, by Dr. Robert H. Spuhler as Vice President of Colorado Mountain Junior College
District.
(SEAL)
My Commission Expires:
tea: __57/y
//2r/o3 Notary Public
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10