HomeMy WebLinkAbout20051077 Decision No. R04-1108-I
BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF COLORADO
DOCKET NO. 04A-205R
IN THE MATTER OF THE APPLICATION OF THE TOWN OF WINDSOR, COLORADO, A
COLORADO HOME RULE MUNICIPALITY, FOR AN ORDER AUTHORIZING THE
CONSTRUCTION OF A ROADWAY CROSSING OVER THE GREAT WESTERN RAILWAY
TRACK AT THE INTERSECTION OF CROSSROADS BOULEVARD AND STATE HIGHWAY
257 IN THE TOWN OF WINDSOR, COUNTY OF WELD, STATE OF COLORADO
MOTION FOR APPROVAL OF APPLICATION
The applicant, the Town of Windsor, Colorado ("Windsor"), hereby requests the Public
Ur;Gt;no fm--"ssion to approve its application in this matter upon the grounds set forth in this
Motion and attachments thereto. In support of this Motion, Windsor states and alleges as follows:
1. Windsor's application was filed with the Public Utilities Commission on April 28,2004,and
supplemented on May 21, 2004.
2. On July 2,2004,OmniTRAX, Inc.("OmniTRAX")and Great Western Railway of Colorado,
LLC ("Great Western") filed their Entry of Appearance and Notice of Intervention in this
matter.
3. Windsor; OmniTRAX; Great Western; and interested parties, Poudre Tech Metropolitan
District ("Poudre Tech") and Trollco, Inc. ("Trollco"), have entered into a Stipulation
concerning Windsor's application. By the terms of that Stipulation, OmniTRAX, Great
Western, and Poudre Tech consent to Windsor's application and, together with Windsor,
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Utilities Commission. A copy of the parties' Stipulation is attached hereto as "Exhibit A," -
and a copy of the parties' Supplemental Stipulation is attached hereto as "Exhibit F."
4. In conjunction with the aforesaid stipulations, Great Western has entered into private road
crossing agreements with Poudre Tech and adjacent property owners.The Great Western and
Poudre Tech Private Road Crossing Agreement is attached hereto as "Exhibit B." The
agreements with the adjacent property owners are attached hereto as "Exhibit C" and
"Exhibit D."
5. Likewise,in conjunction with the stipulations of the parties,Great Western and Trollco have
entered into a Contract for Services that provides for the construction of the crossing at
Crossroads Boulevard by Great Western in accordance with the specifications set forth in
Windsor's application. A copy of the Contract for Services is attached as "Exhibit E."
WHEREFORE, for the reasons aforesaid, Windsor,Great Western,OmniTRAX,Poudre Tech,and
Trollco seek approval by the Public Utilities Commission of Windsor's application dated April 28,
2004, as supplemented on May 21, 2004, and for an order authorizing the privatization of the
Page 2 of 4
roadway crossing at Weld County Road 62 and the relocation of the roadway crossing from Weld
County Road 64 to Crossroads Boulevard in accordance with the Stipulation attached hereto.
DATED this J' .- day of February, 2005.
APPLICANT: /
TO F W9bSOR OLORADO
By !7, ,X'C'L
John Frey, Att rney
_Attorney Reg. # 891
318 Canyon Avenue, Suite 200
P. O. Box 2283
Fort Collins, CO 80522
Telephone: 970-493-8622
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing MOTION FOR APPROVAL OF APPLICATION
regarding the Colorado Public Utilities Commission matter with Docket No. 04A-205R was
properly mailed with postage prepaid this 6114— day of February, 2005, to each of the following:
inrcLA
Town of Windsor Trollco, Inc.
Board of Trustees Martin Lind, President
301 Walnut Street 8200 Eastman Park Drive
Windsor, CO 80550 Windsor, CO 80550
Town of Windsor Town Board
Roderick L. Wensing,Town Manager Town of Windsor
301 Walnut Street 301 Walnut Street
Windsor, CO 80550 Windsor, CO 80550
Eastman Kodak Company Colorado Department Of Transportation
Kodak Colorado Division Right-of-Way Office
9952 Eastman Park Drive 4210 East Arkansas Avenue
Windsor, CO 80550 Denver, CO 80222
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Great Western Railway County of Weld
Company of Colorado, LLC Rob Masden, County Commission Chair
Carl Hollowell P.O. Box 758
P.O.Box 737 Greeley, CO 80632
Loveland, CO 80539
Mr. Hayne Hutchinson County of Weld
Railroad Coordinator Bruce Thomas Baker,County Attorney
4201 East Arkansas, Empire Park P.O. Box 758
Denver, CO 80222 Greeley,CO 80632
-- ---- - - Ms.-Karen Howard --
Colorado Public Utilities Commission
Deputy Attorney General Bruce Smith, Director
Regulatory Law Section Logan Tower, Office Level 2
1525 Sherman Street, 5th Floor 1580 Logan Street
Denver, CO 80203 Denver, CO 80203
OmniTRAX, Inc. Colorado Public Utilities Commission
Attention: General Counsel Ray Jantzen, Railway Section
252 Clayton Street, Suite 400 Logan Tower, Office Level 2
Denver, CO 80206 1580 Logan Street
Denver, CO 80203
Town of Windsor Town of Windsor
Edward Starck, Mayor Dennis Wagner, Director of Engineering
301 Walnut Street 301 Walnut Street
Windsor, CO 80550 Windsor, CO 80550
Daniel K. Calisher, Esq. OmniTRAX, Inc.
Foster, Graham, Huttner&Calisher, LLP Chris Dodge, V.P. of Engineering
1226 Bannock Street 252 Clayton Street, Suite 400
Denver, CO 80204 Denver, CO 80206
Mr. John J. Roberts
Assistant Attorney General
Business and Licensing Section
State of Colorado Department of Law
1525 Sherman Street, 5th Floor
Denver, Colorado 80203
Page 4 of 4
STIPULATION
THIS STIPULATION is made and entered into this 'i day of February, 2005, by
and between the TOWN OF WINDSOR, COLORADO, an incorporated Colorado home-rule
municipality, hereinafter "the Town," GREAT WESTERN RAILWAY OF COLORADO, LLC,
a Colorado limited liability company, hereinafter "Great Western," OMNITRAX, INC., a
Colorado corporation, hereinafter "OmniTRAX," POUDRE TECH METROPOLITAN
DISTRICT, a Colorado statutory metropolitan district located in the_Town of-Windsor,-_
Colorado, hereinafter "Poudre Tech," and TROLLCO, INC., a Colorado corporation, hereinafter
"Trollco";
WITNESSETH:
WHEREAS, on or about April 28, 2004, the Town made application to the Public
Utilities Commission of the State of Colorado for an order authorizing the construction of a
roadway crossing Great Western's track at the intersection of Crossroads Boulevard and State
Highway 257 in the Town n of Windsor,r, Countyf We ,
:;...SO. O� Weld, State 01 COiOCadO; and
WHEREAS, on or about July 2. 2004, Great Western and OmniTRAX filed their Entry
C 9 unc'o 'd Noi _ _ _ •.,.
- `k.i'`��r` -�•- � �- � ,.....",t:�ii 14iw ic��iu w ilic alOreSalU application; and
WHEREAS, Great Western and OmniTRAX have agreed to withdraw their opposition to
the Town's application in accordance with the terms and conditions of the within Stipulation;
and
WHEREAS, pursuant to a Contract for Services between Great Western and Trollco,
Great Western has agreed to construct the at-grade crossing at Crossroads Boulevard and State
Highway 257 in the Town to the specifications set forth in the Town's PUC application; and
WHEREAS, principal components o1 and conditions precedent to, the within Stipulation
are three separate Private Road Crossing Agreement(s) negotiated between Great Western, on
one hand, and (I) Poudre Tech; (2) James Anglin and Janetta Anglin; and (3) James Abbott and
Grace Abbott, on the other, whereby the existing public crossing of Great Western's track at
Weld County Road 62 in the Town will be converted to a private crossing with limited access;
and
EXHIBIT
WHEREAS, pursuant to the terms and conditions of the within Stipulation, the crossing
of Great Western's track at Weld County Road 64 in the Town will be permanently closed,
abandoned, vacated, and terminated at its present location and, accordingly, relocated to
Crossroads Boulevard/State Highway 257; and
WHEREAS, the parties hereto believe that the tenns and conditions of the within
Stipulation are in the best interests of all parties hereto, the citizens of the Town of Windsor, the
County of Weld, and the State of Colorado;
_NOW,THEREFORE>the party ate and agrt.,, as follows: - _
1. Preamble. The parties agree that the recitals set forth above are true and correct, and
those recitals are hereby incorporated into the body of this Stipulation.
2. Conversion of the Great Western Crossing at Weld County Road 62 in the Town of
Windsor. Pursuant to the three Private Road Crossing Agreement(s) referenced above,
the Great Western crossing at Weld County Road 62 will be converted from a public to
private crossing with limited access. The parties hereto agree that b.. n., t this a agree_ ...._ ..... ter;;;,-;�.� vl till_
Stipulation, approval of such conversion shall be jointly sought from the Public Utilities
Commission. A copy of the three Private Road Crossing Agreement(s) shall he attached
to Windsor's Motion for Approval of Apnlicroinn in ire Fled ,,,:,7, :b: r,,......:__:._
Relocation of the Great Western Crossing at Weld County Road 64 in the Town of
Windsor. The existing roadway crossing at Weld County Road 64 and State Highway
257 was, at some point, closed or effectively closed to public use. The parties agree that
the crossing at \Veld County Road 64 at its existing location should now be permanently
closed, abandoned, vacated, and terminated and, accordingly, relocated to Crossroads
Boulevard and State Highway 257. In accordance with the foregoing, this Stipulation
shall constitute a joint request to the Public Utilities Commission for the relocation of the
crossing at Weld County Road 64 from the existing location to the proposed location at
Crossroads Boulevard and State Highway 257.
4. Construction of the Crossroads Boulevard/State Highway 257 Crossing. Pursuant to
a Contract for Services between Trollco and Great Western, it is understood and agreed
that Great Western will construct the crossing and that Trollco will be responsible for the
2
costs of construction. A copy of said Contract for Services is attached to the Town's
Motion for Approval of Application filed with the Public Utilities Commission. Trollco's
agreement to be responsible for the costs of construction of this crossing shall not be
deemed to preclude or otherwise limit the rights of Trollco to apply for reimbursement
for all or a portion of the costs of construction from the Town under the applicable
provisions of the Windsor Municipal Code.
5. Construction to Specifications. The parties hereto agree that a crossing of Great
Western's track atCrossroads_Roulevard-and State-14ighwav-".57-slra}1-be-ennstntcted-in---
compliance with the specifications attached to the Town's application to the Public
Utilities Commission dated April 28, 2004, and supplemented on May 21, 2004.
6. Request for Approval of Application. Pursuant to the terms and conditions of this
Stipulation, the parties will jointly request the Public Utilities Commission to approve the
Town's application authorizing the construction of a crossing of Great \Vestenfs track at
Crossroads Boulevard and State Highway 257 in the Town of Windsor.
7. Entire Agreement. With the exception of the Contract for Services and Private Road
Crossing Agreement(s) referred to herein, this Stipulation constitutes the entire
awreernent between the parties concernin Y. the Croccroadc 9onh,.n-a;Vtote n .1"
Crossing. This Stipulation supercedes any prior agreements between the parties unless
stated herein.
8. Modification. This Agreement may not be enlarged, modified or altered except in
writing,signed by all parties hereto.
9. Binding Effect. This Stipulation shall be binding upon and inure to the benefit of the
respective heirs, successors and assigns of the parties hereto.
3
10. Governing Law. The laws of the State of Colorado shall govern this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the day and
year first above written.
TOWN OF WINDSOR, COLORADO
ByM yor"•a3
ATTEST: 1 1 : / i
Town Clerk : w' s':11;"-41-
Lk F ;
GREAT WESTERN RAILWAY
OMNITRAX, I[N
OF COLORADO, LLC
J/
[Name %Titie] [Name&a Title]
[Print Name& Tide] [Print Name $ Title]
POUDRE TECH METROPOLITAN DISTRICT (/
,z,-",/.7-7 ; `
By
[Name R Titlel _
[Print Name & Title]
TROLLCQ INC.
// , .
7r 1
By / t
[Name-8.: Title]
[Print Name&:Title]
4
PRIVATE ROAD CROSSING AGREEMENT
This Private Road Crossing Agreement ("Agreement"), is entered into this .2Sy
day of February, 2005, by and between the Great Western Railway of Colorado, LLC ("Licensor"),
and Poudre Tech Metropolitan District ("Licensee").
RECITALS
A. This Agreement concerns that certain railroad crossing situated in or near the
Town of Windsor, Colorado, in Weld County, Colorado, and further described as situated south of
the proposed extension of Crossroads Boulevard and Colorado Highway 257, being 30 feet in
width, extending across Licensor's right of way in a easterly/westerly direction ("Crossing"). The
Crossing is further identified and demarcated by the crosshatching on Exhibit A hereto. which
• - exhibit is incorporated herein by this reference and made a part of this Agreement. - -
B. The parties desire to enter into this Agreement for the purpose of converting
the Crossing from a public road crossing to a private road crossing incident to the resolution of
objections raised by Licensor and its affiliates in their intervention in the Application of the Town
of Windsor pending before the Colorado Public Utilities Commission, Docket Number 04A-205R
('PUG Action"). Accordingly, the parties agree to cooperate and jointly pursue all necessary
governmental approvals to accomplish said conversion, including but not limited to Public Utilities
Commission approval ill the PUC Action.
C. Licensee hereby states and represents that it is a Special District organized
and operating pursuant to Colorado law. including but not limited to C.R.S. § 32-1-1101 et seri.
D. Licensee hereby requests that Licensor grant I icenceP the in-Pvocable right
or license for continued use and maintenance of a private road across the tracks and right of way of
Licensor at the Crossing. Licensor, in turn. is willing to grant Licensee the irrevocable right or
license to use the Crossing (and the right-of-way contained therein) on the terms set forth below.
AGREEMENT
1. Licensor hereby grants Licensee the irrevocable right or license for
continued use and maintenance of a private road across the tracks and right of way of Licensor at
the Crossing, as delineated on Exhibit A hereto. In consideration of this Agreement. Licensee
agrees to abide by the terms and conditions of this Agreement and pay Licensor a licensee tee of
-len Dollars (S10.00) upon the execution of this Agreement and "fen Dollars ($10.00) on each
yearly anniversary date of this Agreement. Any decision by Licensor to not strictly enforce this
yearly payment provision shall not operate as a waiver of any of Licensor's rights hereunder.
EXHIBIT
E
2. The only parties who may use or cross the Crossing are the owners and
tenants (including their invitees and licensees) of all or a portion of properties developed by
Trollco, Inc., Water Valley Land Company, LLC, or other entities owned in whole or in part by
Martin Lind, Todd Bruteig, and/or Russell B. Sanford, which properties are all located east of the
Crossing and south of the proposed extension of Crossroads Boulevard and Colorado Highway 257
(collectively "Benefitted Properties"), as delineated on Exhibit B hereto. Additionally, the
Crossing may be used or crossed by: (1) Town of Windsor or Weld County emergency vehicles;
and (ii) Licensor. Licensee shall not allow any other person to use or cross the Crossing without
first obtaining the \written consent of Licensor.
3. The Crossing (including usual appurtenances such as approaches, roadway,
curbs, gutters, shoulders, slopes, fills and cuts) shall be maintained by Licensor.
-4. Notwithstanding any other provision of this Agreement, Licensee hereby
assumes the liability for, and agrees to release, defend, protect, indemnify, and hold harmless
• Licensor (as well as its as well its officers, directors, shareholders, managers, members, partners,
principals, subsidiaries, divisions, affiliates, contractors, attorneys, predecessors, successors,
assigns, insurers, associates, agents, representatives, employers, and employees) from and
against, all judicial, regulatory, and administrative claims, suits, actions, proceedings, demands,
liabilities, costs, fines, penalties, judgments, and damages of all kinds and nature (including but
not limited to personal injury, death, property damage, environmental damage, statutory or strict
liability, and products liability) (collectively "Claims"
), by whomever bl'OLlght, arising from or
i,_•i..�i inn "' i" Crossing or ,1,.:s n ,...,:..,.__... r ss
rOs " grCLf neat. LicensCt s oblivations hereunder apply regardless
whether the Claims are caused by the sole negligence, joint negligence,b gross negligence. or
intentional misconduct of Licensor. Licensee. third parties, or any combination thereof.
however, Licensee shall not be required to indemnify Licensor for Licenser's gross negligence
or intentional misconduct.
5. Licensee will, at Licensee's expense and in a manner satisfactory to
Licensor, keep all vegetation in the Crossing and sight clearance areas cut to a height not exceeding
two feet above ground level.
6. The Crossing serves or otherwise encumbers the Benefitted Properties.
The terms and conditions contained in this Agreement shall constitute covenants running with
such real property subject to Licensor's right to terminate this Agreement as set forth herein.
7. Any and all Claims shall be at all times covered by appropriate insurance
procured and maintained by Licensee. As such, Licensee shall maintain coverage for all Claims
arising from or relating to the Crossing and this Agreement. Licensee's insurance shall include
Commercial General Liability insurance covering all potential Claims with a deductible not to
• exceed $10,000, and policy limits of not less than $1,000,000.00. Licensee's insurance policies
shall: (i) name Licensor as an additional insured; (ii) be issued through licensed insurance
carriers reasonably acceptable to Licensor; (iii) contain a waiver of subrogation against Licensor
2
and its insurers; (iv) provide that the carrier shall give Licensor at least 30 days written notice
prior to expiration of, making any change to, or cancellation of such policies; and (v)provide that
the insurance shall be primary and respond first notwithstanding any other insurance.
8. Licensee shall provide Licensor with a certificate of insurance reflecting at
least the minimum required coverage specified herein, upon execution of this Agreement and at
least once a year thereafter. If at any time Licensee changes insurers or secures a replacement
policy, then Licensee shall provide Licensor a certified copy of the new or replacement policy,
including all endorsements thereto.
9. Except as otherwise provided herein, including but not limited to the
indemnity provisions contained herein, the parties shall each be responsible for all of their own
fees and costs relating to this Agreement, including but i1tjjmiied_to_all-expett_witness and
afforneys• Ices.
10. In the event of litigation arising from or relating to this Agreement, the
prevailing party in such litigation shall be entitled to recover (from the non-prevailing party) all
reasonable attorney's' fees and costs incurred therein.
11. This Agreement is supported by good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged. In return for the execution of this
Agreement, each party hereto is waiving and foregoing one or more Fi legal rights or remedies they
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12. Neither party has made any representations of any kind to the other
regarding the tax consequences of this Agreement
13. The parties acknowledge that they have had a full and fair opportunity to
consult with legal counsel of their own choosing throughout all negotiations which preceded the
execution of this Agreement, and in connection with their execution of this Agreement.
14. This Agreement is fully integrated, containing the entire agreement and
understanding between the parties, superceding and replacing all prior negotiations and proposed
agreements, written or oral.
15. The parties acknowledge that no party, nor agent, nor attorney of any party
has made any promise or representation whatsoever. express or implied. concerning the euhject
matter of this Agreement (or to induce the execution of this Agreement) which is not expressly
set forth herein.
16. This Agreement may only be modified by written agreement of the parties.
3
17. Every term and provision of this Agreement is intended to be severable.
Accordingly, in the event any term or provision in this Agreement is declared illegal, invalid, or
otherwise unenforceable by a court of competent jurisdiction, such illegality, invalidity, or
unenforceability shall not effect the remaining terms and provisions of this Agreement, which
shall remain fully valid, binding, and enforceable.
18. No party shall be deemed the "drafting party" of this Agreement.
Consequently, this Agreement shall be construed as a whole, according to its fair meaning and
intent, and not strictly for or against any party hereto.
19. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado.
20—The parties represent and warrant that they have read this Agreement,
understand its contents, voluntarily agree to its terms and conditions, and sign it freely.
21. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the same instrument.
Facsimile signatures shall be deemed effective as originals.
22. Notwithstanding the otherwise irrevocable nature of the right or license
granted by Licensor to Licensee, in the event of Licensee's breach of the terms of conditions
or ether im uin q�eiic,i i?14111C i5v lel'r;ern•e, i.pr'Pi�!,to?•' and the .'::i...._
-• _-...-_. :.,,,iii' of Licensee to ciile such
breach or nonperformance within 30 days after written notice thereof by Licensor, then Licensor
shall have the right to revoke and terminate this Agreement upon written n0[ICe to Lic
ensee.
Further, in the event that the Colorado Public Utilities Commission does not approve the plan for
the resolution of the PUG Action as submitted by the parties fl'ereto .,t-hich r!an , ,.,., i±les .;_ ,
execution and delivery of this Agreement, then this Agreement shall be null and void.
24. Either prior to or promptly following the execution of this Agreement,
Licensee agrees to pass a resolution or other appropriate mechanism expressly approving and/or
ratifying this Agreement. Additionally, if at any time Licensee intends to dissolve or otherwise
cease its activities, whether pursuant to C.R.S. § 32-1-701 et seq. or otherwise, Licensee agrees
to give Licensor prompt written notice of such intent. Specifically, without limitation, Licensor
shall be deemed to be an interested party, with standing and a right to participate in any and all
proceedings, including being an "interested party" within the meaning of C.R.S. § 32-1-703(?),
and deserving of all notices required by Colorado statute.
25. All notices, demands, and other communications required or given
hereunder shall be made via hand delivery, nationally recognized overnight courier, or certified
mail as follows: (a) If to Licensor: Great Western Railway of Colorado, LLC, Attention:
General Counsel, 252 Clayton Street, 4°i Floor, Denver, Colorado 80206; (b) If to Licensee:
Poudre Tech Metropolitan District, 1625 Pelican Lakes Point, Suite 201, Windsor, CO 80550.
4
Each party hereto is obligated to give the other party written notice, as required hereunder, in the
event its mailing address is no longer the one specified above.
26. All exhibits and recitals contained or referred to in this Agreement are an
integral part of this Agreement. They are incorporated in this Agreement by this reference as
though at this point set forth in full.
WHEREFORE, the parties hereto execute this Agreement as of the date set forth
above, and agree to abide by the terns hereof.
LICENSOR
Great Western Railway of Colorado, LLC
� •By: `M ^ ' J t Dated this = Y day of February, 2005
Its = t-
LICENSEE
Poudre Tech Metropolitan District
•r^'--� Dated this . . day of February 2001
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PRIVATE ROAD CROSSING AGREEMENT
This Private Road Crossing Agreement ("Agreement"), is entered into this 7,4
day of Februmy, 2005. by and between the Great Western Railway of Colorado, LLC ("Licensor"),
on one hand, and James Abbott and Grace Abbott (collectively "Licensees") on the other.
RECITALS
A. This Agreement concerns that certain railroad crossing situated in or near the
Town of Windsor, Colorado, in Weld County, Colorado, and further described as situated south of
the proposed extension of Crossroads Boulevard and Colorado Highway 257, being 30 feet in
width, extending across Licensor's right of way in a easterly/westerly direction ("Crossing"). The
Crossing is further identified and demarcated by the crosshatching on Exhibit A hereto, which
exhibit is incorporated herein by this reference and made a pail of this Agreement.
B. The parties desire to enter into this Agreement in connection with the
conversion of the Crossing from a public road crossing to a private road crossing incident the
Application of the Town of Windsor pending before the Colorado Public Utilities Commission.
Docket Number 04A-205R ("PUC Action"). Accordingly, the parties agree to cooperate and
jointly pursue all necessary governmental approvals to accomplish said conversion, including but
not limited to Public Utilities Commission approval in the PUC Action.
"`••-• `s •`• y ._.r and &,iarii that iiiel cue We sole lil\11 C'IS lH that
certain real property commonly known as 8944 Weld County Road 62. Windsor, Colorado 80550,
and described pith particularity on Exhibit B hereto ("Property").
Il t ie.nceec herohy . cct that Licensor . T
or license for continued use and maintenance of a private road across the tracks and right of way of
Licensor at the Crossing. Licensor. in turn, is willing to grant Licensees the irrevocable right or
license to use the Crossing (and the right-of-way contained therein) on the terms set forth below.
AGREEMENT
1. Licensor hereby grants Licensees the irrevocable right or license for
continued use and maintenance of a private road across the tracks and right of way of Licensor at
the Crossing. as delineated on Exhibit A hereto.
2. The only parties who may use or cross the Crossing under this Agreement
are Licensees and their invitees. Licensees shall not allow any other person to use or cross the
Crossing without first obtaining the written consent of Licensor.
3. The Crossing (including usual appurtenances such as approaches, roadway,
curbs, gutters. shoulders, slopes, fills and cuts) shall be maintained by Licensor. In the event
EXHIBIT
G
Licensees believe Licensor is failing to properly maintain the Crossing, Licensees shall give written
notice of such failure to Licensor as required herein, which notice shall state with specificity all of
the alleged deficiencies in Licensor's maintenance of the Crossing. Licensor shall have 30 days
following the date such written notice is delivered to Licensor within which to cure the alleged
maintenance issues, or to reasonably have begun to cure such issues. In the event Licensor fails to
timely cure the maintenance issues, or to reasonably have begun to cure such issues. Licensees may
declare a breach of this Agreement, take reasonable steps to cure the maintenance issues, and shall
be entitled to appropriate damages arising from Licensor's breach.
4. The Crossing serves or otherwise encumbers the Property. The terms and
conditions contained in this Agreement shall constitute covenants running with the Property.
Accordingly, this Agreement may be recorded by either party hereto in the real estate records for
Weld County. Colorado. This Agreement shall be for, and inure to, the benefit of the parties:as —
well as their respective successors and assigns.
5. Except as otherwise provided herein, the parties shall each be responsible
for all of their own fees and costs relating to this Agreement, including but not limited to all
attorneys' fees.
6. This Agreement is supported by good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged. Specifically, without limitation.
Licensees acknowledge that the Property may have an enhanced value as a
( ,l„
•• ••• - ". I the pub ilc crti:,sing io a private crossing - ..
7. Neither party has made any reptescntatiuns of any kind to the other
retarding the tax conseuuencec n f this ,.n,,,n„,,,,,
8. The parties acknowledge that they have had a lid] and fair opportunity to
consult with legal counsel of their own choosing throughout all negotiations which preceded the
execution of this Agreement, and in connection with their execution of this Agreement.
9. This Agreement is fully integrated, containing the entire agreement and
understanding between the parties, superceding and replacing all prior negotiations and proposed
agreements, written or oral.
10. The parties acknowledge that no party. nor agent. nor attorney of any party
has made any promise or representation whatsoever. express or implied. Concerning the slibjeet
matter of this Agreement (or to induce the execution of this Agreement) which is not expressly
set forth herein.
11. This Agreement may only be modified by written agreement of the parties.
•
I?. Every term and provision of this Agreement is intended to be severable.
Accordingly, in the event any term or provision in this Agreement is declared illegal, invalid, or
otherwise unenforceable by a court of competent jurisdiction, such illegality, invalidity, or
unenforceability shall not effect the remaining terms and provisions of this Agreement, which
shall remain fully valid, binding, and enforceable.
13. No party shall be deemed the "drafting party" of this Agreement.
Consequently, this Agreement shall be construed as a whole, according to its fair meaning and
intent, and not strictly for or against any party hereto.
14. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado.
- ).- _ The parties represent and warrant that they have read this Agreement,
understand its contents, voluntarily agree to its terms and conditions, and sign it freely.
16. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the same instrument.
Facsimile signatures shall be deemed effective as originals.
17. In the event Licensee breaches the terms or conditions hereof, or in the
event Licensee or its invitees intentionally or negligently interfere with Licensor's business
._,re ,,,, „ri from ,etaina to . . [L
en- ' � the � iu' "l iig. Licensor .hall he entitled Al eXi:C!SC any
or all of its available remedies, including hut not limited to obtaining injunctive relief and
recovering damages and attorneys fees from Licensees or other responsible parties, should
Licensor prevail in seeking such relief.
18. In the event that the Colorado Public Utilities Commission does not
approve the plan for the resolution of the PUC Action as submitted by the parties thereto, which
plan contemplates the execution and delivery of this Agreement, then this Agreement shall be
null and void.
19. In the event of litigation arising from or relating to this Agreement. the
prevailing party in such litigation shall be entitled to recover (from the non-prevailing party) all
reasonable attorneys' fees and costs incurred therein.
20. All notices, demands, and other communications required or
hereunder shall be made via hand delivery, nationally recognized overnight courier, or certified
mail as follows: (a) If to Licensor: Great Western Railway of Colorado, LLC, Attention:
General Counsel, 252 Clayton Street, 4'I' Floor, Denver, Colorado 80206; and (b) If to Licensees:
James and Grace Abbott or Current Resident(s), 8944 Weld County Road 62, Windsor, Colorado
80550. Each party hereto is obligated to give the other party written notice, as required
hereunder, in the event its mailing address is no longer the one specified above.
3
21. All exhibits and recitals contained or referred to in this Agreement are an
integral part of this Agreement. They are incorporated in this Agreement by this reference as
though set forth in full.
WHEREFORE, the parties hereto execute this Agreement as of the date set forth
above, and agree to abide by the terms hereof.
LICENSOR
Great Western Railway of Colorado, LLC
L .-___ ni
Dated this > day of February, 2001
-Its. .' :.,"✓;2,-<i_—
LICENSEE
James Abbott
U /6-11-1-W
�csj _
Infer , '' F Dated this,a) day of February. 2005
LICENSEE
Chace Ahiunt
of p„ /i/ :ff /
4
EXHIBIT A li
►I
1
i
1 K00LSTRA
..Q" '3 3 i1
O g m Jz
1ix \ scale 1' = 500' feet
-- ---- /.. _ .. __ _ Q - _. __
--- - -- -
a --- - A GLIN, JAMES RANDALL
\
- v"r►,ye 50' WIDE ACCESS & UTIL.
'tt ESMT. TO TRACT N (AREA 2)
WATER VALLEY SOUTH SUBDIVISION - � ijA6II0TT, JAMES L
TRACT L 30' WIDE PRIVATE \
BASIS OF BEARINGS ROAD CROSSING
589'20'28"W 1272.67
S 1/4 COR SEC NE COR SEC 4
33/4 76N, E 1/16 COR SEC 33/4 T6N, R67W
R67W T6N, R67W, FOUND 3 1/4"
or—,-...., %-nr- Hs
t
f CONCRETE POST 1' ABOVE
GROUND
I 1
RANCHO WATER VALLEY
i:liE 1/4 COR SEC
4 T6N, R67W
TST, INC.
CEN 1/4 COR Consulting Engineers
SEC 33/4 T6N, k:\732\111\exhibits\HORTONprivote rr xing.dwg
R67W
EXHIBIT B
(Abbott Property)
Lot "B"of Recorded Exemption No. 0807-33-4-RE-166, being a part
Of the SE 1/4 of the SE % of Section 33, Township 6 North, Range 67
West of the 6th P.M., Weld County, Colorado, Containing 2.323 Acres,
As per the map filed April 1, 1975, in Book 735 under Reception No.
1657166
6
PRIVATE ROAD CROSSING AGREEMENT
This Private Road Crossing Agreement ("Agreement"), is entered into this Z
day of February,2005, by and between the Great Western Railway of Colorado, LLC ("Licensor"),
on one hand,and James Anglin and Janetta Anglin (collectively"Licensees")on the other.
RECITALS
A. This Agreement concerns that certain railroad crossing situated in or near
the Town of Windsor, Colorado, in Weld County, Colorado, and further described as situated south
of the proposed extension of Crossroads Boulevard and Colorado Highway 257, being 30 feet in
width, extending across Licensor's right of way_in a easterly/westerly direction ("Crossing")--The
Crossing is further identified and demarcated by the crosshatching on Exhibit A hereto, which
exhibit is incorporated herein by this reference and made a part of this Agreement.
B. The parties desire to enter into this Agreement in connection with the
conversion of the Crossing from a public road crossing to a private road crossing incident the
Application of the Town of Windsor pending before the Colorado Public Utilities Commission,
Docket Number 04A-205R ("PVC Action"). Accordingly, the parties agree to cooperate and
jointly pursue all necessary governmental approvals to accomplish said conversion, including but
not limited to Public Utilities Commission approval in the PUC Action.
C. Licensees hereby represent and warrant that they are the sole owners of that
certain real property commonly known as 8995 Weld County Road 52, Windsor, Colorado 50550.
and described with particularity on Exhibit B hereto("Property").
D. Licensees hereby request that Licensor grant Licensees the irrevocable right
or license for continued use and maintenance of a private road across the tracks and right of way of
Licensor at the Crossing. Licensor, in turn, is willing to grant Licensees the irrevocable right or
license to use the Crossing (and the right-of-way contained therein) on the terms set forth below.
AGREEMENT
1. Licensor hereby grants Licensees the irrevocable right or license for
continued use and maintenance of a private road across the tracks and right of way of Licensor at
the Crossing,as delineated on Exhibit A hereto.
2. The only panics who may use or cross the Crossing under this Agreement
are Licensees and their invitees. Licensees shall not allow any other person to use or cross the
Crossing without first obtaining the written consent of Licensor.
3. The Crossing (including usual appurtenances such as approaches, roadway,
curbs, gutters, shoulders, slopes, fills and cuts) shall be maintained by Licensor. In the event
Licensees believe Licensor is failing to properly maintain the Crossing, Licensees shall give written
notice of such failure to Licensor as required herein, which notice shall state with specificity all of
1 EXHIBIT
the alleged deficiencies in Licensor's maintenance of the Crossing. Licensor shall have 30 days
following the date such written notice is delivered to Licensor within which to cure the alleged
maintenance issues, or to reasonably have begun to cure such issues. In the event Licensor fails to
timely cure the maintenance issues, or to reasonably have begun to cure such issues,Licensees may
declare a breach of this Agreement, take reasonable steps to cure the maintenance issues,and shall
be entitled to appropriate damages arising from Licensor's breach.
4. -- The Crossing serves-or otherwise encumbers the Property: The terms-and-
conditions contained in this Agreement shall constitute covenants running with the Property.
Accordingly, this Agreement may be recorded by either party hereto in the real estate records for
Weld County, Colorado. This Agreement shall be for, and inure to, the benefit of the parties, as
well as their respective successors and assigns. _
5. Except as otherwise provided herein, the parties shall each be responsible
for all of their own fees and costs relating to this Agreement, including but not limited to all
attorneys' fees.
6. This Agreement is supported by good and valuable consideration, the
receipt and sufficiency of which arc hereby acknowledged. Specifically, without limitation,
Licensees acknowledge that the Property may have an enhanced value as a result of the
conversion of the public crossing to a private crossing.
. Neither party has made any representations of any kind to the other
regarding the tax consequences of this Agreement.
that l _. had f and fair The parties ..Iutv.. 1, lbL thc, ,LL\l. a full 411LL 1LL11 Up11Vtllllltly lU
consult ;di legal eLLl nser of their own choosing throughout ail negotiations which preceded the
execution of this Agreement, and in connection with their execution of this Agreement.
9. This Agreement is fully integrated, containing the entire agreement and
understanding between the parties, superseding and replacing all prior negotiations and proposed
agreements, written or oral.
10. The parties acknowledge that no party, nor agent, nor attorney of any
party has made any promise or representation whatsoever, express or implied, concerning the
subject matter of this Agreement (or to induce the execution of this Agreement) which is not
expressly set forth herein.
11. This Agreement may only be modified by written agreement of the parties.
l2. Every term and provision of this Agreement is intended to be severable.
Accordingly, in the event any term or provision in this Agreement is declared illegal, invalid, or
otherwise unenforceable by a court of competent jurisdiction, such illegality, invalidity, or
unenforceability shall not effect the remaining terms and provisions of this Agreement, which
2
shall remain fully valid, binding, and enforceable.
13. No party shall be deemed the "drafting party" of this Agreement.
Consequently, this Agreement shall be construed as a whole, according to its fair meaning and
intent, and not strictly for or against any party hereto.
14. This Agreement shall be governed by and construed in accordance with
- - -- -- ---- .- -the laws of the State of Colorado. - -- —
15. The parties represent and warrant that they have read this Agreement,
understand its contents, voluntarily agree to its terms and conditions, and sign it freely.
13:`- -This-Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the same instrument.
Facsimile signatures shall be deemed effective as originals.
17. In the event Licensee breaches the terms or conditions hereof, or in the
event Licensee or its invitees intentionally or negligently interfere with Licensor's business
operations arising from or relating to the Crossing, then Licensor shall be entitled to exercise any
or all of its available remedies, including but not limited to obtaining injunctive relief and
recovering damages and attorneys fees from Licensees or other responsible parties, should
Licensor prevail in seeking such relief.
18. In the event that the Colorado Public Utilities Commission does not
approve the plan for the resolution of the PLC Action as submitted by the parties thereto, which
elan eon!empla!es the exeentlo., r..d �aliv
:of ,his Ag«oateut, then this Agreement shall be
19. In the event of litigation arising from or relating to this Agreement, the
prevailing party in such litigation shall be entitled to recover (from the non-prevailing party) all
reasonable attorneys' fees and costs incurred therein.
20. All notices, demands, and other communications required or given
hereunder shall be made via hand delivery, nationally recognized overnight courier, or certified
mail as follows: (a) If to Licensor: Great Western Railway of Colorado, LLC, Attention:
General Counsel, 252 Clayton Street, 4th Floor, Denver, Colorado 80206; and (b) If to Licensees:
James Anglin and Janetta Anglin. 8995 Weld County Road 62, Windsor, Colorado 80550. Each
parts' hereto is obligated to give the other party written notice, as required hereunder, in the event
its mailing address is no longer the one specified above.
21. All exhibits and recitals contained or referred to in this Agreement are an
integral part of this Agreement. They are incorporated in this Agreement by this reference as
though set forth in full.
tVHEREFORE, the parties hereto execute this Agreement as of the date set forth
3
above, and agree to abide by the terms hereof.
LICENSOR
Great Western Railway of Colorado, LLC
s �vKl-_2
P
Dated thisiA day 2005 -
Its: /t-?4.-2.1_�Z;, {/ Y of February, —
LICENSEE
- —� �es: tiglin —
Dated this.23 day of February, 2005
LICENSEE
Janetta Anglin
t✓i t,;f ��_ _1�Ci� a
Dated this g. day of February, 2005
4
EXHIBIT A u
\ I�
\
\ KOOLSTRA
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- -..-_.- - �°j 0 Z 1\ 250 0 250
-_ . _____ 500
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a� W V1 F., = 500 feet
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Li
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e t=
I 3 O AAGLIN, JAMES RANDALL
i \
y 50' WIDE AQCESS & UT1L.
-
/ ESMT. TO TRACT N (AREA 2)
WATER VALLEY SOUTH SUBDIVISIONyAEAOTT, JAMES L
TRACT L ....... 11
30' WIDE PRIVATE \
BASS OF BEARINGS ROAD CROSSING
$69'20'28'01 '272.67'
IT6N
NE C0R SEC 4
S 1/4 C0R SEC 33/4 T6N, E 1/16 C0R SEC 33/4 , R57W
R67WT6N, R67W, FOUND 3 1/4"
PR4cc rA0 :•t
I
I CONCRETE POST 11' ABOVE ,
GROUND
RANCHO WATER VALLEY
E 1/4 C0R SECii:i
4 T6N, R67W
CEN 1/4 C0R
k. 1ST, INC.
SEC 33/4 T6N, Consulting Engineers
R67W \ 32\111\exhibits\H0RT0Nprivete rr zing.dwg
EXHIBIT B
(Anglin Property)
A parcel of land in the Southeast Quarter of the Southeast Quarter (SE % SE %) of Section
Thirty-three (33), Township Six (6) North, Range Sixty-seven (67) West of the 6th P.M., County
of Weld, State of Colorado, bounded on the West by the Easterly Right-of-Way Line of the Great
Western Railway Company; on the North by the B.H. Eaton Irrigation Ditch; on the East by the
Westerly Right-of-Way Line of State Highway No. 257; and on the South by a County Road and
ii ore particularly described as follows:
Beginning at the intersection of the Easterly Right-of-Way Line of the Great Western Railway
Company with the North Right-of-Way Line of the County Road as now located; thence North
10 Degrees 52' East along the Easterly Right-of-Way Line of said railway, 81.0 feet to a point
which is 10 feet South of the South bank of B.H. Eaton Ditch; thence parallel with the South
bank of said ditch North 69 Degrees 34' East, 140.8 feet to a point;thence North 35 Degrees 58'
East, 87.7 feet to a point; thence North 61 Degrees 22' East, 342.2 feet to a point; thence north
87 Degrees, 42' East, 144.4 feet to a point in the West Right-of-Way Line of State Highway
Number 257; thence along said Westerly Right-of-Way Line South 13 Degrees 13' East, 220.7
feet to a point; thence South 42 Degrees, 34' West, 72.7 feet to a point in the North Richt-of-
Wav Line of the exist;na County _c:d; ". - �I. .- ___..,, roach r�2 �iiOliV Inc Y�,n . w �:� ,} r . .
Road South 34 Degrees, 33' �', - .. _ L��i of said lOUn!Y
West, »9.4 feet to the Point of Beginning.
CONTRACT FOR SERVICES
THIS CONTRACT FOR SERVICES ("Contract"), is made and entered into this
71L day of February, 2005, by and between TROLLCO, INC. with a business address of
1625 Pelican Lakes Point, Suite 201, Windsor, Colorado 80550, a Colorado corporation
("Trollco"), on one hand, and the GREAT WESTERN RAILWAY of COLORADO, LLC,
with a business address of P.O. Box 537, Loveland, Colorado 80539 ("Company") on the other.
RECITALS
WHEREAS, Trollco is in need of services to install the railway grade crossing surface
and grade crossing warning system located as follows: That certain intersection of Crossroads
Boulevard, in Windsor, Colorado, and the Company's railroad tracks, as delineated on the map
attached hereto as Exhibit A ("Project");_and_
WHEREAS, the Company is capable of performing appropriate services or procuring the
same relating to the Project, as requested by Trollco; and
WHEREAS, Trollco desires. and hereby requests, that the Company provide services to
complete the Project, as set forth herein.
AGREEMENT
NOW, THEREFORE. in cotuJldeiaiiU❑ of the mutual covenants and aureenlents set
forth herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Trollco and the Company agree as follows:
i. netairfn Of CanA7anv Services: Trclico 1.._ ,
s} ..:. J the Company to pelfuil;7 U:
procure services as specified herein, and the Company hereby agrees to be so retained.
2. Scope Of Services: The scope of the Company's services ("Scope of Services') relating
to the Project is attached hereto as Exhibit B and made a part of this Contract. The
Company agrees to perform or procure the work described in the Scope of Services in
compliance with this Contract. The Company represents that it has the capacity to
perform or procure appropriate services and adequately fulfill the terms and conditions on
the Company's part to be performed hereunder.
3. Reduction Of Services: Trollco reserves the right to omit any of the tasks identified in
the Scope of Services, upon written notice to the Company prior to the ordering of any
materials necessary for or commencing performance of the Scope of Services.
4. Payment From Trollco To Company: Trollco agrees to pay the Company for all services
rendered under this Contract, specifically the sums set forth in the Scope of Services as
adjusted to reflect the omission or addition of any of services.
EXHIBIT
E
5. Termination: This Contract may be terminated by either party upon ten (10) days written
notice so long as such notice is received by the other party prior to the Company ordering
any materials necessary for or commencing performance of the services set forth in the
Scope of Services. Any notice pertaining to this Contract to Trollco shall be delivered as
follows: Trollco, Inc. c/o Mr. Russell Sanford, Vice President, 1625 Pelican Lakes Point,
Suite 201, Windsor, Colorado 80550. Any notice to the Company pertaining to this
Contract shall be delivered as follows: Great Western Railway of Colorado, LLC,
Attention: General Counsel, 252 Clayton Street, 4th Floor Denver, Colorado 80206.
6. Independent Contractor Status. Payment Of Taxes And Unemployment Insurance:
It is acknowledged and agreed that, in performing the Scope of services, the Company
acts as an independent contractor and is not acting as an agent, servant, or employee of
Trollco. Accordingly, the Company is solely responsible for withholding and paying all
federal and state taxes.
7. Indemnification: Notwithstanding any other provision of this Agreement, Trollco hereby
assumes the liability for, and agrees to release, defend, protect, indemnify, and hold
harmless Company (as well as its as well its officers, directors, shareholders, managers,
members, partners, principals, subsidiaries, divisions, affiliates, contractors, attorneys,
predecessors, successors, assigns, insurers, associates, agents, representatives, employers.
and employees) from and against, all judicial, regulatory, and administrative claims, suits,
actions, proceedings, demands, liabilities, costs, fines- penalties.-judgments, and damages
of all kinds and nature (including but not limited to personal injury. death. property
damage „ ir .-:,,_,l
,. ..quid mac Sidiiltul:� or strict liability. and products !lability)
(collectively "Claims"), by whomever brought, arising from or relating to the crossing or
this Contract frorn the slate of execution of this Contract through the date the warning
srCs/Cnrs arc' installed and properly functioning in the crossing. I-rol!co's C;i!:.ti:ions
h ,-underapply rec d!e? .s ! ! . r 1 Cl :i ' 1
- 1. � � ..wuaed by the sole negligence, joint
negligence, gross negligence, or intentional misconduct of Company, Trollco, third
parties, or any combination thereof. However. Trollco shall not be required to indemnify
Company for Company's gross negligence or intentional misconduct.
8. Integrated Agreement/Modification Only In Writing: This Contract is fully integrated,
containing the entire agreement and understanding between the parties, superceding and
replacing all prior negotiations and proposed agreements, written or oral, relating to the
subject matter hereof Except as provided herein, this Contract may not be modified or
amended except by written agreement of the parties.
9. Governing Law and Venue: This Contract shall be governed by the laws of the State of
Colorado, and venue shall be proper in the County of Weld, State of Colorado.
10. Subcontracting by Company: Company shall retain the right to subcontract any or all of
the work set forth in the Scope of Services.
11. Survival Clause: The indemnification provision of Paragraph 7 shall survive the
termination of this Contract.
12. Severability: Every term and provision of this Contract is intended to be severable.
Accordingly, in the event any term or provision in this Contract is declared illegal,
invalid, or otherwise unenforceable by a court of competent jurisdiction, such illegality,
invalidity, or unenforceability shall not effect the remaining terms and provisions of this
Contract, which shall remain fully valid, binding, and enforceable.
13. No Representations: The parties acknowledge that no party, nor agent, nor attorney of
any party has made any promise or representation whatsoever, express or implied,
concerning the subject matter of this Contract (or to induce the execution hereof)which is
not expressly set forth herein
14. No Drafting Party. No party shall be deemed the "drafting party" of this Contract.
Consequently, this Contract shall be construed as a whole, according-to-its,fair meaning
and intent, and not strictly for or against any party hereto
15. Insurance Requirements.
a. Railroad Liability Insurance. The Company shall procure and keep in
force during the duration of this Contract a policy of Comprehensive General Liability
Insurance insuring the Company against any liability for personal injury, bodily injury,
death, or property damage arising out of the performance of the Scope of Services with a
combined single limit of at least One Million Dollars ($1.000.000).
b. Comprehensive Automobile Liability Insurance. The Company shall
procure and keep in force during the duration of this Contract a policy of Comprehensive
Automobile Liability Insurance insuring the rnmpn uv 2g'i"ct a y for . c.__na!
iniuiv. bodily injury. or death , cut of ,
� .; - arising.;� ,;,� i,Sc � 1�llitur �tiil e�co and covering
operations on or off the site of all motor vehicles controlled by the Company which are
used in connection with the Project. whether the motor vehicles are owned, non-owned.
or hired, with a combined single limit of at least One Million Dollars ($1,000,000).
c. Terms of Insurance.
(i) Insurance required by this Contract shall be with companies
qualified to do business in the State of Colorado with a general policyholder's
financial rating of not less than A- as set forth in the most current edition of
"Best's Insurance Reports" and may provide for deductible amounts as the
Company deems reasonable for the Scope of Services, but in any event no greater
than Five Hundred Thousand Dollars ($500,000) per occurrence with an
additional aggregate deductible no greater than Two Hundred Fifty Thousand
Dollars ($250,000).
(ii) The policies described in (a) and (b) above shall be for the mutual
and joint benefit and protection of the Company and Trollco as an additional
names insured. Such policies shall provide that Trollco, although named as an
additional insured, shall nevertheless be entitled to recovery under said policies
for any loss occasioned to it, its servants, agents, citizens, and employees by
reason of the negligence of the Company, its agents, employees, servants,
subcontractors, or business invitees.
d. Other Insurance. The Company shall procure and keep in force during the
term of this Contract workers' compensation insurance and all other insurance required
by any applicable law, ordinance, or regulation.
IN WITNESS WHEREOF, the parties hereto execute this Contract and agree to abide
by the terms and provisions hereof.
Trollco, Inc.
I ri
By: / tl 1 12 . ) �_ Dated this`,� day of February, 2005
tt
Its: V.c c R'.c,I'd-Q-4—
Great Western Railway of Colorado, LLC
v
By `i�1 �r r Dated this it' day of February. 2005
Its:
1, I 2O 'V DE I.I IL. 1\
ESM 1 TO :;.::EI_
EXHIBIT A I --i -•- LNtRO" t \�
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--i II x111
10' UTIL. .=UIIT. --i—I In 1
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1" = 60' I 7 -" I / WATERLINE ESMT 1
'e. - BK. 730. REC.
WATER VALLEY souTH1 I J I -- NO. 1651929 &
T 1651930
TRACT 0 I I . • 1
.•'/,./,,'// •• 135' YVIDE PUBLIC �\
16' UTIL. ESMr. — .,� ,— ',�� .%�� ROAD. CROSSING st �\
1__ • A {n • 1....-- _-:.--,;;A \i SIDEWALK :.�/ /� I
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73O REC.T. \
•
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�\ WATER VALLEYSOUTH sY mot: ( REM- HATER VALLEY SOUTH 1
S - wes n,IN 1 Su®¢�oboso®ea
SUBDIVISION+'nM _ FAII.F.O/d R0 TRACT N 1 TST INC.
3I-. 271. .' 1. 317 I l
TRACT I I Consulting Engineers
,
/ / K:\732\1 1 1\EXHIBITS\PUBLIC RR XING.DWG
EXHIBIT B
SCOPE OF SERVICES
Installation of The Great Western Railway of Colorado. LLC Grade Crossing — Crossroads
Boulevard, Windsor. Colorado
•
1. Location. Crossroads Boulevard, Windsor, Colorado (as set forth on Exhibit A hereto).
2. Scope of Services. Perform or procure the following tasks and services:
A) The work included in the Scope of Services will be performed at the expense of
Trollco. Said work will consist of the installation of a concrete crossing surface
material including upgrades to the track to accommodate new concrete crossing
surface material (Century Concrete Crossing Product or equivalent) for vehicular
driving lanes and sidewalks; approxiinaiely 110' lineal feet of material required.
In addition, the grade crossing warning system will be installed which will consist
of four (4) gate assemblies, 12" LED flashing lights, two (2) electronic bells,
crossbuck signs and associated material including a 6' by 6' control cabin wired
with a GCP3000D2 constant warning controller, system event recorder wires,
shunts and signal foundations.
B) Trollco will pay the Company a sum not to exceed $55,000 for the total crossing
surface length for work described above. In addition, Trollco will pay the
Company a sum not to exceed $257.166.62 for the grade crossing warning system
described ahoy e. Payment by frolic° will be made at the completion of the
Project and within 30 days of receipt of an invoice from the Company.
C) The Company shall beg ic\Y t '
1 czin the Project on or about S th 5. 2005. The Company
shall notify Trollco no fewer than 10 days prior thereto to ensure that Trollco inc
sufficient time to notify the public and mobilize forces to assist in the Project.
D) Trollco, at its sole cost and expense, agree to provide all barricades, lights.
tlageers, and other traffic control devices necessary for detouring vehicular traffic
at the crossing during the Project.
E) Trollco agrees to allow the Company to drain the crossing area into existing storm
sewers, if available, near the crossing or, if not available, into another structure or
watercourse. The drainpipes and filter fabric will be furnished and installed by the
Company at Company expense.
F) The Company shall submit invoices with supporting documentation for the total
amount of the invoice. Said invoices shall only include work (material, labor, and
contract services) actually performed or incorporated into the crossing.
\Trollco\Southside hlatters'Great Western Railway\Windsor Crossroads Crossing Construction Contract(6).doc
SUPPLEMENTAL STIPULATION
THIS SUPPLEMENTAL STIPULATION is made and entered into this I day of
March, 2005, by and between the TOWN OF WINDSOR, COLORADO, an incorporated
Colorado home-rule municipality, hereinafter "Town," GREAT WESTERN RAILWAY OF
COLORADO, LLC, a Colorado limited liability company, hereinafter "Great Western,"
OMNITRAX, INC., a Colorado corporation, hereinafter "OmniTRAX," POUDRE TECH
METROPOLITAN DISTRICT, a Colorado statutory metropolitan district located in the Town of
Windsor, Colorado, hereinafter "Poudre Tech," and TROLLCO, INC., a Colorado corporation,
hereinafter"Trollco" (collectively"Parties").
WITNESSETH:
WHEREAS, on or about March 7, 2005, the Parties entered into a Stipulation regarding
the Town's application to the Public Utilities Commission of the State of Colorado ("PUC") for
an order authorizing the construction of a roadway crossing Great Western's track at the
intersection of Crossroads Boulevard and State Highway 257 in the Town of Windsor, County of
Weld, State of Colorado ("Stipulation"); and
WHEREAS, the Pa.-ti,. desire ..,.p
,a.. Parties �.�o..o to supplement .u� ;Stipulation to clarify a technical,
construction related issue; and
NOW, THEREFORE, the Parties hereby stipulate and agree as follows:
1. Preamble. The Parties agree that the recitals set forth above are true and correct, and
those recitals are hereby incorporated into the body of this Supplemental Stipulation.
2. Construction, Placement And/Or Configuration of Warning System. The Town's
application to the PUC includes certain plans, specifications, and/or drawings depicting
the proposed construction, placement, and/or configuration of the railroad safety and
warning system at the subject crossing. However, it is understood and agreed that the
construction, placement, and/or configuration of the railroad safety and warning system
depicted in the Town's application shall be superceded or otherwise governed by the
plans, specifications, and/or drawing generated by Great Western and/or its safety and
warning system subcontractor(s), including but not limited to Railroad Controls Limited.
Supplemental Stipulation EXHIBIT
....r .., , ,.... • , n• v 000 r1Cu RUN OF WINDSOR 2003/007
Modification. Except as specifically modified herein, the Stipulation shall remain
unchanged, binding, and in lull three and etfeca. The Stipulation and this Supplemented
Stipulation may not be enlarged, modified, or allured except in writing, signed by all
Parties hereto.
4, Binding Effect. This Supplemental Stipulation shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto.
>, Governin2 Law, The laws of the State of Colorado shall govern this Supplemental
5rtipirLnnm, -- --
IN WITNESS WHEREOF, the Parties have signed this Supplemental Stipulation the day
and year first above written.
TOWN OF WINDSOR, CO.I..ORAbt)
I3yMayGr
LL! «sue'
G
17117 Clem!: % „%1. 11,. ;1.
'r-
GRLA' \V'f.Sl'I:RN RAII.\\'AY OMNITRAX, INC. •
1,c
Of COLORADO, LLC
Ftv 13v
INmuc & 'l'ithj 1Nan e& Title)
I Print Mime 1l Tidct [Print Name & 'fillet _—
POI;'DRE TECI I "I !WILCO, INC.
METROPOLITAN DISTRICT
I3y_...._ _ Ry
!Name (\ 1-it1e1 I Name k Thiel ......_
!Print Name Tube' 'Print Name
Suppinrnentoi Stipukl0on.rinc
2
3. Modification. Except as specifically modified herein, the Stipulation shall remain
unchanged, binding, and in full force and effect. The Stipulation and this Supplemental
Stipulation may not be enlarged, modified, or altered except in writing, signed by all
Parties hereto.
4. Binding Effect. This Supplemental Stipulation shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto.
5. Governing Law. The laws of the State of Colorado shall govern this Supplemental
Stipulation__
IN WITNESS WHEREOF, the Parties have signed this Supplemental Stipulation the day
and year first above written.
TOWN OF WINDSOR, COLORADO
By
nn.
ATTEST:
Town Clerk
GREAT WESTERN RAILWAY OMNITRAX, INC.
OF COLORADO, LLC
[Name & Title] [Nam ul /
[Print Name & Title] [Print Name & Title]
POUDRE TECH TROLLCO, INC.
METROPOLITAN DISTRICT
By By
[Name & Title] [Name & Title]
[Print Name & Title] [Print Name & Title]
Supplemental Stipulation
2
+lnrt-uo-cuuu tuc u'+.ua rn FAX N0. P. 03
3. Modification. Except as specifically modified herein, the Stipulation shall remain
unchanged, binding, and in full force and effect. The Stipulation and this Supplemental
•
Stipulation may not be enlarged, modified, or altered except in writing, signed by all
Parties hereto.
4. Binding Effect. This Supplemental Stipulation shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto.
5. Governing Law. The laws of the State of Colorado shall govern this Supplemental
Stipulation,
IN WITNESS WHEREOF, the Parties have signed this Supplemental Stipulation the day
and year first above written.
TOWN OF WINDSOR COLORADO
By
!vf svor
ATTEST:
Town Clerk
GREAT WESTERN RAILWAY OMNITRAX, INC.
OF COLORADO, LLC
By By
[Name &Tide) [Name&Title)
[Print Name&Title)
[Print Name &Title]
POUDRE TECH TROLLCO, INC.
METROPOLITAN DIS i C
By -- By
[Name tl [Name& itl
[Print Name &Tide] [Print Name&Title]
Supplemental Stipulation
2
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