HomeMy WebLinkAboutC05-179 Mid Valley Metropolitan District_Crown Mountain Park Line Extension
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MID V ALLEY METROPOLITAN DISTRICT
CROWN MOUNTAIN PARK
LINE EXTENSION AGREEMENT
'ne Extension Agreement ("Agreement") is made and entered into this.8 I day
of , 2005, by and between the Mid Valley Metropolitan District, a Colorado
special district ose address is 0031 Duroux Lane, Suite A, Basalt, CO 81621 ("District"), the
Crown Mountain Park and Recreation District, a Colorado special district whose address is 238
Fawn Drive, Carbondale, CO 81623 ("Crown Mountain" or "Developer"), and the County of
Eagle, Colorado, acting by and through the Eagle County Board of County Commissioners, whose
address is P.O. Box 850, Eagle, CO 81631 ("Eagle County").
REclT ALS
WHEREAS, the District is a Colorado special district formed and functioning by the
authority ofC.R.S. ~ 32-1-101, et seq., providing potable water and sanitary sewer services for the
area in and around EI lebel, within the Counties of Eagle and Garfield, State of Colorado, in which
Developer intends to develop certain real property; and
WHEREAS, Developer is the lessee of real property commonly known as the Crown
Mountain Park (f/kJa Mt. Sopris Tree Farm property), situated in the County of Eagle, State of
Colorado, as more particularly described in Exhibit A attached hereto and incOlporated herein by
this reference (the "Property"); and
WHEREAS, the Property is owned by Eagle County; and
WHEREAS, the Property is subject to a Pre-Inclusion Agreement between Eagle County
and the District dated May I, 2000 and recorded in the Office of the Eagle County Clerk and
Recorder as Reception No. 729772 (the "Pre-Inclusion Agreement"); and
WHEREAS, Eagle County approved a Planned Unit Development for the Property in April
2001, and on September 3,2004 the Developer submitted an Application for Amendment to the
Planned Unit Development to Eagle County for review and approval; and
WHEREAS, the Amendment to the Planned Unit Development (the "Amended PUD") for
the Property contemplates the construction of public amenities, including but not limited to the
following: (1) a concession stand with bathroom facilities; (2) a storage building; (3) a water
feature; and (4) a pond with wading pool; and
WHEREAS, the District is willing to provide potable water and sanitary sewer service to
the Property upon the terms and conditions as hereinafter set forth.
After recording please return to:
Leavenworth & Karp, PC
P. O. Drawer 2030
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NOW, THEREFORE, for and 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 agree as follows:
1. Incorporation of Recitals. The foregoing recitals are hereby fully incorporated
herein by this reference.
2. Rules and Regulations. The Rules and Regulations of the District in effect on the
date of execution of this Agreement and as hereafter amended (the "Rules and Regulations") are
hereby incorporated into this Agreement by reference. In particular, Articles VIII and IX of 1he
Rules and Regulations apply to line extension agreements such as this. The provisions of this
Agreement are intended to comply with the Rules and Regulations, and to the extent that any
provision or provisions do not comply, they shall be interpreted in a manner that brings them into
compliance with the Rules and Regulations in effect at the time this Agreement was executed. All
capitalized terms used herein shall have the meanings defined for them in the Rules and
Regulations unless otherwise specifically defmed herein.
3. Installation of Facilities. Developer has submitted for District review a written
application for water and sewer line extensions to the Property, engineering designs (the "Plans "),
and preliminary cost estimates. All statements and representations of the Developer or its engineer
or agents presented in the application for water and sewer line extension, Plans, preliminary cost
estimates, or additional or supplemental documentation thereto, and those made before the District
Board of Directors at a public meeting, shall be conditions of approval of the application.
Pursuant to the Rules and Regulations of the District, the District Engineer must
approve the Plans for the line extension in writing before work may commence. Such approval
shall comply with the terms and conditions set forth in the letter from Greg Schroeder, P .E., dated
December 21, 2004. Approval by the District Engineer of designs, plans or other submittals, and
acceptance by the Board of designs, plans or other submittals, does not relieve the Developer of
its obligation to comply with the District's Rules and Regulations. No deviation from the Rules
and Regulations is permissible or will be allowed unless a specific waiver or modification is
expressly granted by the Board in accordance with Section 1.06 of the Rules and Regulations.
All construction and installation of the water and sewer lines shall comply with the
Rules and Regulations ofllie District, including the Technical Specifications and Procedures, and
any applicable federal, state, county, or local laws. The line extension shall be installed in roads
or streets that Eagle County, the State Highway Department, or other public agency has accepted
for maintenance as public rights-of-way or in easements granted to the District.
4. Pre-Construction Meeting. The Developer shall hold a pre-construction meeting
between the District's operators and engineers and the Developer, its engineer and contractor for
the purpose of discussing all of the construction issues that will be required for this project.
5. Raw Water Irrigation. Developer leases from the District 45.3 3 Class A shares (1.0
c.f.s.) in the Robinson Ditch Company pursuant to the Water Rights Lease dated May 18,2004
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and recorded in the Office of the Eagle County Clerk and Recorder as Reception No. 878210.
Developer shall use those shares only for the operation of a raw water irrigation system to serve
the Property, for the filling of ponds on the Property, for pond evaporation, for piscatorial purposes
or for other aesthetic uses.
Developer shall construct and install, at Developer's sole cost and expense, a
pressurized raw water irrigation system for use within the Property. The raw water system shall
be constructed contemporaneously with the water and sewer line extension to the Property
pursuant to Plans reviewed and approved in writing by the District engineer, which approval shall
not be unreasonably withheld recognizing that the system will not be dedicated to the District, but
shall be owned, operated, maintained, repaired and replaced by the Developer. In consideration
of Developer's construction of such raw water irrigation system, the District agrees to reduce the
water tap fees within the Property by twenty-five percent (25%) from the fee then in effect, subject
to the following conditions: (1) the Amended PUD approved by Eagle County shall prohibit
outside potable water use from the District's potable water system, pursuant to Section 11.13 of
the District's Rules and Regulations; and (2) the Developer shall comply with the District's Rules
and Regulations of general applicability, as they may be amended from time to time, regarding the
use of public or private raw water irrigation systems within the District.
6. Observation of Construction. Developer agrees to arrange for inspection of all
facilities and construction on the Property pursuant to the Rules and Regulations. Further, all
construction and installation of facilities shall be subject to the District's right to observation, at
Developer's expense, by the District Engineer or such other authorized representative of the
District as the District Board shall designate. Such observation may occur at any point during or
upon completion of construction and may occur at any time after facilities are operational at
reasonable intervals as the District may request. Developer agrees that the construction and
installation of facilities shall be in accordance with the Rules and Regulations of the District and
all applicable federal, state, county, and local laws. The District Engineer may, on behalf of the
District, correct any deficiencies in the construction and installation of facilities that are not
constructed or installed in conformance with the plans as approved. Developer shall coordinate
with the District Engineer the timing of the construction and installation of facilities to facilitate
compliance observations by the District Engineer. Observation, acquiescence, and/or approval by
any engineering inspector of the construction of physical facilities, at any particular time, shall not
constitute the approval or acceptance by the District of any phase of the construction of such
improvements. Such approval and acceptance shall be made by the District only after completion
of construction and in the manner hereinafter set forth.
7. Easements. The Developer and Eagle County (as owner ofthe Property) shall grant
the District utility easements across the Property, which easements shall be conveyed free and
clear of all liens and encumbrances which would interfere, as determined by the District, with the
District's use of the easements. Such grant of easement shall be in the form attached hereto as
Exhibit B and incorporated herein by this reference. All easements to be dedicated shall be general
utility easements of a width determined by the District. Further, Developer and Eagle County
agree to convey any and all other easements necessary for access or completion of work on the
Property or for future expansion of District services.
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The requirements of this Paragraph 7 of the Agreement shall be subject to the
review and approval of Eagle County, which shall be evidenced by its signature hereto. By
signing this Agreement, Eagle County agrees to convey easements to the District as required
hereby.
8. Fees and Charges. Developer shall pay to the District, in full, all fees incurred by
the District relating to the facilities, including without limitation engineering, surveying, legal,
construction observation, ftling or recording fees, and related expenses. Interest shall be imposed
at rate of 1.5% per month on all balances not paid within thirty (30) days of the date of the
statement. In the event the District is forced to pursue collection of any amounts due and unpaid
under this provision, the District shall be entitled to collect attorney fees and costs incurred in said
collection efforts, in addition to the amount due and unpaid.
A. Water Rights Dedication. Pursuant to Paragraph 7 ofthe Pre-Inclusion Agreement,
fees in lieu of water rights dedication for the Property remain due and owing. In
consideration of Developer' s construction of a raw water irrigation system pursuant
to Paragraph 5 above, Developer shall receive a seventy-five percent (75%)
reduction on the fees in lieu of water rights dedication due to the District. With the
75% reduction, the amount of cash payment in lieu of water rights dedication shall
be fifty dollars ($50.00) per EQR times the number of total EQRs associated with
the development of the Property. It is currently estimated that the total number of
water EQRs associated with the development ofthe Property is 5.8. Accordingly,
upon the execution ofthis Agreement, Developer shall pay to the District $290.00
($50.00 x 5.8 EQRs) as fees in lieu of water rights dedication for the Property. At
the time of final development approval and/or building permit for the Property, if
a higher number of water EQRs is associated with the development of the Property,
then additional fees in lieu of water rights dedication shall be due and payable at
the then-applicable rate.
B. 1041 Permit Amendment. Pursuant to Paragraph 12 of the Pre-Inclusion
Agreement and Section 7.057 of the District's Rules and Regulations, a 1041
Permit Amendment surcharge fee is due and owing for the Property, which fee is
$300.00 per EQR. It is currently estimated that the total number of sewer EQRs
associated with the development of the Property is 5.6. Accordingly, upon the
execution of this Agreement, Developer shall pay to the District $1,680.00
($300.00 x 5.6 EQRs) to satisfy the 1041 Permit Amendment surcharge fee for the
Property. At the time offinal development approval and/or building permit for the
Property, if a higher number of sewer EQRs is associated with the development of
the Property, then additional 1 041 Permit Amendment surcharge fees shall be due
and payable at the rate of$300.00 per additionalEQR.
9. Acceptance of Facilities By District; Warranty. Upon satisfactory completion of
the facilities, the District Engineer shall certify to the District Board that the facilities have been
constructed and installed in accordance with the provisions of the Rules and Regulations and in
accordance with the applicable provisions of federal, state, county, and local laws. Thereupon,
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Developer shall request the District to accept the facilities and shall provide 1he District with the
following information:
A. A written summary of the actual costs of all facilities to be dedicated to the District.
In addition, a certification that all such costs of construction have been fully paid,
and written waivers of the right to claim mechanic's liens by all contractors
performing work on the Property;
B. A Bill of Sale conveying the transmission lines and facilities free and clear of all
liens and encumbrances, in a format acceptable to the District;
C. If sewer lines are extended, Developer shall submit to the District a video tape of
the interiors of the extended sewer lines;
D. As-built drawings for the project which have been prepared by a registered land
surveyor at Developer's expense and which satisfy the requirements of the Rules
and Regulations and Technical Specifications and Procedures ofthe District. The
drawings shall consist of one set of reproducible mylars and an auto-cad disk. The
District's written acceptance of the as-built drawings and video tape, if applicable,
shall complete Developer's dedication to the District of the facilities required by
the plans;
E. A two-year warranty guaranteeing to the District that the improvements have been
constructed in a good and workmanlike manner and the materials free of defects for
a period of two (2) years from the date of acceptance of the improvements by the
District; and
F. Compliance with all other provisions and requirements of this Agreement.
Upon satisfactory completion of the above requirements, the District Board shall
formally accept the line extension project by a motion entered into the minutes of the Board of
Directors and refund to the Developer all deposits. Such acceptance, if given, shall constitute
dedication by Developer of such facilities to the District and the agreement of the District to
provide potable water and sewer service to the Property in accordance with its Rules and
Regulations. Once accepted, the water and sewer lines and facilities (except service lines) shall
be owned, operated, maintained, repaired and replaced by the District, subject to the warranty
provisions above.
10. Proof of Funds I Security. In order to prove that the Developer has the funds
necessary to secure the construction and installation of the improvements described above, for
which the Developer is responsible, the Chairman of the Board of Crown Mountain shall furnish
the District with a letter certifying 1hat Crown Mountain has budgeted and appropriated funds
necessary for the construction and installation of the improvements.
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The estimated costs ofthe public improvements required to be constructed pursuant
to this Agreement shall be a figure mutually agreed upon by Developer and the District. In the
event the cost of the improvements exceed the estimated cost, Developer shall be solely
responsible for the actual cost. The purpose of the cost estimate is solely to determine the amount
of security and shall be revised every twelve (12) months to reflectthe actual costs, and the proof
of funds or letter of credit required by this Agreement shall be adjusted accordingly. No
representations are made as to the accuracy of these estimates, and Developer agrees to pay the
actual costs of all such public improvements.
Developer also shall deposit with the District two thousand dollars ($2,000.00) in
cash in advance (within ten (10) days of approval by Eagle County of Developer' s Amended PUD)
to ensure that satisfactory as-built drawings for the project are submitted to the District as required
by Section 8.05 ofthe Rules and Regulations. Said deposit shall not be released back to Developer
until satisfactory as-built drawings are submitted by Developer and approved in writing by the
District Engineer.
11. Breach by Developer; District's Remedies. In the event ofa breach of any of the
terms and conditions of this Agreement by Developer, the District Board of Directors 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 the Property owner and builders; and to
protect the users of District facilities from hardship. In addition to all other remedies available at
law or equity, 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 Developer.
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 Property until
the default has been cured. An affidavit signed by the Chairman of the Board of
the District or any District Board member and approved by the Board stating that
the default has been cured shall remove this restriction;
B. Demand that the security given for the completion ofthe improvements be paid or
honored; and/or
C. Refuse to provide services to the Property.
Unless necessary to protect the immediate health, safety and welfare of the District
users, the District shall provide Developer ten (10) days' written notice of its intent to take any
action under this paragraph, during which ten-day period Developer may cure the breach described
in said notice and prevent further action by the District. Furthermore, unless an affidavit as
described in part (A) of this paragraph has been recorded with the appropriate County Clerk and
Recorder, any person dealing with Developer shall be entitled to assume that no default by
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Developer has occurred hereunder unless a notice of default has been served upon Developer as
described above, in which event Developer shall be expressly responsible for informing any such
third party of the District's claim of default.
12. Assignment. This Agreement may not be assigned by Developer without the prior
written consent of the District, which consent shall not be unreasonably withheld. In the event
Developer desires to assign its rights and obligations herein, it shall so notify the District in writing
together with the proposed assignee's written agreement to be bound by the terms and conditions
contained herein.
13. Indemnification. To the extent permitted by law, Developer agrees to indemnify
and hold the District harmless from any and all claims or losses of any nature whatsoever incurred
by the District arising out the construction and/or installation of improvements contemplated by
this Agreement. This indemnification shall include actual attorney fees incurred in the event that
any party brings an action against the District for any of the approvals or dedications described
herein. The parties hereto intend not to duplicate any legal services or other costs associated with
the defense of any claims against either party described in this section. Therefore, the parties
hereto agree to cooperate in full to prevent duplicative expenses incurred as a result of the
indemnification herein described.
14. Waiver of Defects. In executing this Agreement, Developer waives all objections
it may have concerning defects, if any, in the formalities whereby it is executed; concerning the
power of the District to impose conditions on Developer as set forth herein; and concerning the
procedure, substance and form of the ordinances or resolutions adopting this Agreement.
15. Release of Liability. It is expressly understood that the District cannot be legally
bound by the representations of any of its officers or agents or their designees except in accordance
with the Rules and Regulations and local, state and federal laws, and that any party, when dealing
with the District, acts at its own risk as to any representation or undertaking by the District officers
or agents, or their designees, which is subsequently held unlawful by a court oflaw.
16. Captions. The captions in this Agreement are inserted only for the purpose of
convenient reference and in no way define, limit or prescribe the scope or intent of this Agreement
or any part thereof
17. Invalid Provisions. If any provision of this Agreement shall be determined to be
void by any court of competent jurisdiction, then such determination shall not affect any other
provision hereof, all of which other provisions shall remain in:full force and effect, and such void
provision shall be replaced with a valid provision which most closely sets forth the intentions of
the parties. It is the intention of the parties hereto that, if any provision of this Agreement is
capable of two constructions, one of which would render the provision void and the other of which
would render the provision valid, then the provision shall have the meaning which renders it valid.
18. Governing Law. The laws of the State of Colorado shall govern the validity,
performance and enforcement ofthis Agreement. Should either party institute legal suit or action
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for enforcement of any obligation contained herein, it is agreed that the venue of such suit or action
shall be in Eagle County.
19. Complete Agreement. This Agreement constitutes the entire and complete
agreement ofthe parties on the subject matter herein. No promise or undertaking has been made
by any party, and no understanding exists with respect to the transaction herein contemplated,
except as expressly set forth herein. All prior and contemporaneous negotiations and
understandings between the parties are embodied and merged into this Agreement. Any
modification or amendment must be in a written form and executed in the same manner as this
Agreement.
20. Attorney Fees and Costs. In the event that either party deems it necessary to pursue
legal action to enforce any provision ofthis Agreement, the prevailing party shall be entitled to
reasonable attorney fees and costs of suit actually incurred in such action.
21. Binding. This Agreement shall be binding upon and inure to the benefit of the
parties and their heirs, assigns and successors-in-interest.
22. Recordation. Upon execution, this Agreement shall be recorded in the Office ofthe
Clerk and Recorder for Eagle County, Colorado.
23. Counterparts. This Line Extension Agreement may be executed in triplicate original
counterparts, each of which shall constitute an original, but all of which shall constitute one and
the same document.
24. Notices. All notices, requests, demands, consents, and other communications
pertaining to this Agreement shall be transmitted in writing and shall be deemed duly given when
deposited in the United States Mail to the parties at their addresses below or any subsequent
addresses provided to the other party in writing:
Notice to District: Mid Valley Metropolitan District
0031 Duroux Lane, Suite A
Basalt, CO 81621
With copy to: Leavenworth & Karp, P.C.
P.O. Drawer 2030
Glenwood Springs, CO 81602
Notice to Developer: Crown Mountain Park & Recreation District
238 Fawn Drive
Carbondale, CO 81623
With copy to: Robert M. Noone, Esq.
P.O. Drawer 39
Glenwood Springs, CO 81602
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Notice to Eagle County: Eagle County Facilities Management
P.O. Box 850
Eagle, CO 81631
With copy to: Eagle County Attorney
P.O. Box 850
Eagle, CO 81631
IN WITNESS WHEREOF, the District, Developer and Eagle County have caused this Line
Extension Agreement to be executed on the day and year frrst written above.
MID VALLEY METROPOLITAN DISTRICT
By
ATTEST: President
Secretary
CROWN MOUNTAIN PARK AND RECREATION
DISTRICT
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By -'- I
ATTEST: ~ -. 7J
Secretary
ApPROVED FOR THE PURPOSE DESCRIBED IN PARAGRAPH 7, ABOVE:
OF EAGLE, STATE OF COLORADO,
ugh Its Board of County Commissioners
ATTEST:
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Clerk to the Board of County ,
Commissioners
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EXHIBIT
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UTILITY EASEMENT DEED
THIS UTILITY EASEMENT DEED is made this __ day 2005, by and
between , whose address is , (hereinafter
"Grantor"), and Mid Valley Metropolitan District, a Colorado special district, whose address is 0031
Duroux Lane, Suite A, Basalt, Colorado 81621 (hereinafter "Grantee").
WIT N E SSE T H:
That the Grantor, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, does hereby quit claim unto the Grantee, its successors and assigns forever, the
following real property situate, lying and being in the County of Eagle, State of Colorado, described as
follows:
A non-exclusive utility easement for the construction, use, maintenance, repair, and
replacement of sewer main lines and water main lines and related facilities, including
access thereto, the width of said easement being _ feet on both sides of the centerline,
which centerline is legally described as follows:
TO HA VE AND TO HOLD the same, together with all and singular the hereditaments and
appurtenances and privileges thereunto belonging or in anywise thereunto appertaining for the benefit and
behoof of the Grantee, its successors and assigns forever.
IN WITNESS WHEREOF, the Grantor has executed this Utility Easement Deed on the date set
forth above.
GRANTOR:
By:
President
STATE OF COLORADO )
)
COUNTY OF EAGLE )
Acknowledged, subscribed and sworn to before me this ._ day of ,2005, by
__, as President of
WITNESS my hand and official seal.
My Commission expires:
-
Notary Public
After recording please return to:
Leavenworth & Karp, PC
P. O. Drawer 2030
I:12005IClientsIMVMDI4(5)-CMPRD- I 9231DocumentslEasement Deed. wpd Glenwood Springs, CO 81602
