HomeMy WebLinkAbout20061806.tiff RECEIVED
LONGS PEAK WATER DISTRICT
• 1 •
9875 Vermillion Road • Longmont, CO 80504 • (303) 776-3847 office • (303) 776-0198 fax
September 21, 2005
Mr. Jerry Eckelberger
Longs Peak Investors, LLC
7120 E. Orchard Road Suite 450
Englewood, CO 80111
Re: Subdivision Service Agreement
Dear Jerry;
Staff and Legal Council of the Longs Peak Water District have negotiated a Subdivision
Service Agreement(enclosed)between the District and Longs Peak Investors, LLC.,which we will
present to the District Board of Directors at their next regular meeting on October 20,2005. We will
r recommend approval of this Agreement for the Kitely Ranch at Foster Lake Subdivision.
The Board will consider the Agreement,and either approve it or suggest changes and ask to
review it again at their next meeting.
For your information we the Board of Directors recently did approve similar Subdivision
Service Agreements with other developers. Each Agreement had specific details relative to the
specific subdivision, but the form of those Agreements was substantially the same.
I hope this provides you with the information you requested. If you have questions or need
additional information, please contact me. •
Best Regards,
-1
Barry D es C
General(anagdr
end: Sub Sery Agrmt - Kitely Ranch
2006-1806
LONGS PEAK WATER DISTRICT
SUBDIVISION SERVICE AGREEMENT
FOR
KITELEY RANCH AT FOSTER LAKE
1. PARTIES. The parties to this Agreement are the LONGS PEAK WATER
DISTRICT ("District"), and LONGS PEAK INVESTORS, LLC, a Colorado limited
liability company ("Developer"). The District and the Developer are hereinafter referred to
collectively as the Parties.
2. RECITALS AND PURPOSE. The Developer is the owner of certain property which
it desires to develop and which is referred to as the Kiteley Ranch at Foster Lake
P.U.D.("Subdivision"). Kiteley Ranch at Foster Lake P.U.D. is within the District's service
area and is described on attached EXHIBIT A. The District is a special district organized
under Colorado law which provides domestic and irrigation water service to its customers
for which monthly service charges are made. The Developer desires that the District commit
to provide water service within the boundaries of the Subdivision for approximately 425
residential lot equivalent taps(RLE's). The Developer shall comply with all of the District's
Bylaws, Policies and Regulations as they may now or hereafter exist. The Developer will
install certain Off-Site potable water infrastructure to accommodate the total number of
residential units in the Subdivision; install or participate in (via rebate or reimbursement
agreements described in EXHIBIT B)certain other Off-Site potable water infrastructure to
Ad—
accommodate the total number of RLE's in the Subdivision; install all required On-Site
potable water infrastructure to support the total demands and requirements of the
Subdivision; and install both On-Site and Off-Site Brown Water Irrigation System
infrastructure (Irrigation System) to accommodate the total number of RLE's in the
Subdivision. Ownership of the On-Site and Off-Site potable water infrastructure
improvements will be transferred to the District upon completion, approval of and
acceptance by the District. Should the District decide to own and operate the Irrigation
System, ownership of all On-Site and Off-Site Irrigation System infrastructure will be
transferred to the District upon completion, approval of and acceptance by the District.
District policies regarding ownership and operation of Irrigation Systems will be
forthcoming. If the Developer complies with this Agreement, then the District agrees to
provide potable water service for all requested taps under the terms and conditions set forth
in this Agreement,and in accordance with the District Bylaws, Policies and Regulations. In
addition, should the District decide to own and operate the Irrigation System, and if the
Developer complies with this Agreement,then the District agrees to provide irrigation water
service for all requested taps under the terms and conditions set forth in this Agreement,and
in accordance with the District Bylaws, Policies and Regulations, including forthcoming
policies regarding Irrigation Systems.The purpose of this Agreement is to set forth the terms
and conditions concerning the District's supplying such Water Service to the Subdivision.
Accordingly, the Parties agree to the following provisions in consideration of the terms,
conditions, and mutual covenants set forth herein.
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NOW, THEREFORE, THE PARTIES AGREE:
3. CONSTRUCTION.
3.1 Subject to the terms and conditions set forth herein, the Developer shall
install the On-Site and Off Site infrastructure improvements for both the potable
water system and for the Irrigation System("Installations")pursuant to the plans and
specifications approved by the District as stated in Paragraph 3.2 of this Agreement.
The obligations and benefits to this Agreement shall run with the land described in
EXHIBIT A.
3.2. The Developer shall submit plans and specifications for the Installations to
the District for approval, which approval shall not be unreasonably withheld,
conditioned or delayed. Upon receipt of the plans and specifications for the
Installations, the District shall have a reasonable time (approximately 30 days) to
review the plans and specifications for approval or rejection. If written notice of
approval is not given to the Developer within such time period, the plans and
specifications shall be deemed rejected; provided, however, if the District rejects
such plans and specifications, the District agrees to provide to the Developer the
reasons for such rejection. The Developer shall have the right to resubmit amended
plans to the District for review.The District may impose reasonable standards for the
protection of the District. This review process shall continue until the plans and
specifications are approved by the District or until terminated by the Developer.
Upon this approval,and subject to the conditions set forth in Paragraph 8 below,the
Developer and District shall execute a Line Extension, Participation and Rebate
Agreement,a Tap Purchase Agreement,and other such agreements(all of the above,
reasonably acceptable to Developer and the District) so as to accommodate water
service to the Subdivision. The Developer shall make no modifications to the
approved plans and specifications without the prior written approval of the District,
which approval shall not be unreasonably withheld, conditioned or delayed.
3.3 The Developer shall notify the District at least three (3) business days
preceding the date of commencing work involved on the Installations,or replacement
of the Installations, permitted hereunder. The District may inspect the Installations
or replacements during the construction thereof, as it deems necessary to protect its
interests. The right of the District to inspect the Installations or replacements shall
be solely for the benefit of the District and shall not be deemed to be a waiver by the
District to enforce the obligation of the Developer to construct the Installations in
accordance with the plans and shall not be deemed to estop the District for the
Developer's failure to install or properly design its Installations.
3.4 The Developer agrees that the construction permitted hereunder shall proceed
with reasonable diligence from the initiation of such construction to its completion.
The construction by the Developer may be completed in two or more phases as may
be approved by the District,which approval shall not be unreasonably withheld. The
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Installations shall be constructed in such a manner so as not to interfere with the
operations of existing facilities owned by the District without the prior permission
of, notification to and coordination with the District.
3.5 Upon completion of the Installations,the Developer shall notify the District.
The District shall accept or reject Installations except that the District shall not be
required to accept or reject until and unless all fees billed have been paid pursuant
to Paragraph 6 below, and until all required easements have been dedicated. The
District shall not unreasonably withhold acceptance. The District shall be entitled to
test the Installations in accordance with District standards, specifications and
directives. Acceptance or rejection shall be in writing. If the Installations are
rejected,the District shall specify the reasons for rejection, and the Developer shall
correct same,and the above process shall be repeated. Any and all fencing and other
facilities appurtenant to the District's existing facilities shall be replaced in a
condition at least equal to the condition of such facilities and appurtenances prior to
construction.
3.6 The District's review and approval of the plans and specifications for the
Installations is solely for its benefit and creates no benefit or right in any other party.
The District's review and approval of the plans and specifications shall not relieve
the Developer or its agents or employees from its duty to properly design and
construct the Installations.
3.7 The Developer shall install permanent markers or indicators showing the
location of the Installations for the purpose of locating the Installations as required
by the Utility Notifications Center of Colorado (UNCC). These markers shall be
installed in accordance with the standards, specifications and directives of the
District. Additionally, a trace wire shall be installed along the entire length of the
Installations, and shall be installed in accordance with the District's standards and
specifications.
3.8 The Developer shall be responsible, at its own expense, for obtaining any
local, state or federal permits or approvals necessary for constructing the
Installations. It is the Developer's obligation to investigate and determine the need
for any such permits or approvals. The Developer is responsible,at its own expense,
for obtaining all local,state and federal permits or approvals and for compliance with
all local, state and federal laws and regulations applicable to the construction of the
Installations, including but not limited to land use and environmental laws and
regulations, and specifically including the Endangered Species Act, prior to
beginning construction. The Developer shall indemnify the District for any and all
costs, damages, fines and fees, including reasonable attorney's fees incurred by the
District as a result of the Developer's failure to obtain such required permits or
approvals or failure to comply with all applicable laws and regulations.
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Page 3 of 9
4. INSPECTION.
4.1 The District is permitted to inspect the Installations, or replacement and
repairs of the Installations during construction.Upon completion of the construction,
the District may inspect the Installations.
4.2 The District's right to inspect the Installations or replacement of the
Installations in no way relieves the Developer of its liability for improper design,
construction or maintenance. The District's inspection is solely for the benefit of the
District and creates no obligation to the District. Upon completion of the
construction of the Installations, the Developer shall provide the District with a
complete set of"As Built" plans, and a set of reproducible mylar "As Built" plans.
In addition,the Developer shall furnish the District with a set of"As Built"drawings
on CD in an AutoCAD format consistent with the version currently being used by
the District.
5. OWNERSHIP AND GUARANTEE.
5.1 The Developer shall convey the potable water system improvements to the
District by means of a "Bill of Sale Agreement" at such time as construction is
complete and deemed acceptable by the District. This transfer shall take place prior
to formal acceptance by the District.
5.2 The Developer, its successors or assigns, shall be responsible for the repair
of, or any replacement of, the Installations until such time as the Installations are
conveyed to the District. Until the Installations are conveyed to the District, the
Developer shall provide the District with three (3) days advance notice of its intent
to replace any portion of the Installations. The District shall be entitled to inspect
and approve such replacement(s).
5.3 After the Installations are conveyed to the District, the District shall be
responsible for the maintenance, repair and replacement of the Installations. The
Developer shall guarantee the Installations as installed against faulty workmanship
and materials to the District for a period of one year after formal acceptance by the
District (the "Guarantee Period") and shall, during the Guarantee Period, pay all
costs and expense of repair or replacement of the Installations. At the District's
request,the Developer shall furnish the District with a bond guaranteeing said repair
or replacement.
6. REIMBURSEMENT OF EXPENSES.
6.1 The Developer agrees to reimburse the District for all reasonable inspection,
engineering,legal costs,and administrative fees incurred by the District in preparing,
approving and enforcing all aspects of this Agreement, the costs associated with
billing and collecting these amounts for the District and the costs of inspection as
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Page 4 of 9
described in Paragraph 4.
6.2 Statements for costs chargeable to the Developer hereunder will be forwarded
to the Developer and the same shall be paid to the District within 30 days after the
billing date. If payment has not been received by the District within 30 days,
Developer shall have breached this Agreement and District may institute legal
proceedings to collect the amount due and owing. In such proceeding, the District
shall be entitled to its costs and reasonable attorney's fees from the Developer.
7. EASEMENTS.
7.1 The Developer is responsible for obtaining and ensuring dedication to the
District all required easements to support the Installations in accordance with the
standards, specifications and reasonable directives of the District. Any use of such
easements by any third party for waterlines and/or appurtenances prior to the
Developer's completion of the Installations will require that such third party pay
reimbursement fees to the District, which will be paid to the Developer pursuant to
the terms of a mutually acceptable Line Extension,Participation and Reimbursement
Agreement to be entered into between the District and the Developer.The Developer
shall submit easement locations to the District for its approval,which approval shall
not be unreasonably withheld,conditioned or delayed.Upon receipt of the easement
locations,the District shall have reasonable time(approximately 30 days)to review
the easement locations for approval or rejection. If written notice of approval is not
given to the Developer within such time period, the easement locations shall be
deemed to be rejected; provided, however, if the District rejects such easement
locations, the District agrees to provide to the Developer the reasons for such
rejection. The Developer shall have the right to resubmit amended easement
locations for review. The District may impose reasonable standards for protection
of the District. This review process shall continue until the easement locations are
approved by the District or until terminated by the Developer. Upon approval, the
District and each property owner granting an easement ("Grantor") shall execute a
separate agreement; the easement locations shall be attached and incorporated into
said agreement as a graphic exhibit and a legal description.Developer shall make no
modifications to the approved easement locations without the prior written approval
of the District, which approval shall not be unreasonably withheld, conditioned or
delayed.
8. CONDITIONS.
8.1 The Developer understands and acknowledges that the District obtains its
treated water through a master meter agreement with the Little Thompson Water
District (Little Thompson). Therefore, the District's ability to perform the terms of
this Agreement is conditioned on the District being able to obtain sufficient treated
water capacity from Little Thompson to support the number of RLE's contemplated
by this Agreement. The Developer also understands and acknowledges that any
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additional charges imposed on the District by Little Thompson will be passed
through to the Developer. The Developer agrees that it will pay all such additional
charges/fees.
8.2 Notwithstanding anything to the contrary contained herein, the Developer's
obligations under this Agreement are expressly conditioned upon the Developer's
obtaining the necessary entitlements for the property(including, without limitation,
a final plat for the Subdivision(the"Final Plat")),satisfactory to the Developer in its
sole discretion to allow for the Developer's planned residential development of the
property. In the event the conditions precedent above are not timely satisfied, then
this Agreement shall be deemed void ab initio and the parties shall have no further
obligations hereunder.
8.3 The potable water service to be furnished by the District pursuant to this
Agreement is conditioned upon the Developer installing an Irrigation System
approved by the District to provide irrigation within the Subdivision. The District
may elect to own and operate the Irrigation System, in which case Developer shall
convey the Irrigation System to the District by means of a "Bill of Sale Agreement"
at such time as construction is complete and deemed acceptable by the District.This
transfer shall take place prior to formal acceptance by the District.
8.4 The Developer agrees to transfer a sufficient number of units of
Colorado-Big Thompson Project Water to the District to meet the District's
requirements for the potable water system. In addition, the Developer agrees to
transfer sufficient water rights to the District to meet the District's requirements for
the Irrigation System.
9. TERM. This Agreement shall be perpetual unless modified by mutual written
consent of the parties.
10. LIABILITIES AND INDEMNIFICATION.
10.1 The Developer agrees to indemnify and hold the District harmless from all
claims and liability for damage or injury to property or persons arising from or
caused directly or indirectly by the Developer's construction of the Installations.
10.2 The Developer shall be responsible for calling UNCC for locates before
construction and repair work is done and shall hold the District harmless for any
damages and/or penalties for failing to do so.
10.3 The Developer warrants it will do nothing to adversely affect the existing
facilities owned by the District. In the event the Developer breaches this warranty,
the Developer shall take all actions necessary to repair the existing facilities to their
existing or better condition, as determined by the District. The Developer shall
indemnify and hold the District harmless for all costs, damages, fines and fees,
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including reasonable attorneys fees,which are incurred by the District as a result of
any adverse changes to existing facilities owned by the District which result in the
water failing to meet water quality laws or regulations.
11. RECORDATION. Upon recordation of the Final Plat for Kiteley Ranch at Foster
Lake P.U.D., this Agreement shall be recorded at the cost of the Developer and shall be
binding on any successors of the Parties. The obligations and benefits of this Agreement
shall specifically run with the land described in EXHIBIT A. The plans and specifications
for the Installations may not be recorded because of their size.
12. NOTICES. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed to have been sufficiently given for all purposes if sent by certified or
registered mail, postage and fees prepaid, addressed to the Party to whom such notice is
intended to be given at the address set forth below, or at such other address as has been
previously furnished in writing to the other Party. Such notice shall be deemed to have been
given when deposited in the U.S. Mail.
DISTRICT: COPY TO:
Longs Peak Water District Bernard,Lyons, Gaddis & 9875
Vermillion Road Kahn, P.C.
Longmont, CO 80504 P.O. Box 978
Attn: Barry Dykes, General Manager Longmont, CO 80502-0978
Telephone: (303) 776-3847 Attn: Dan Bernard
Facsimile: (303) 776-0198 Telephone: (303) 776-9900
Facsimile: (303) 413-1003
DEVELOPER:
Longs Peak Investors, LLC COPY TO:
7120 E. Orchard Road, Suite 450 Mike Miro
Englewood, CO 80111 4582 So. Ulster St. Parkway
Attn:Jerry Eckelberger Suite 1501
Telephone: (303) 796-7555 Denver, CO 80237-2639
Facsimile: (303) 796-7333
13. WAIVER OF BREACH. The waiver by any Party to this Agreement or a breach of any
term or provision of this Agreement shall not be construed as a waiver of any subsequent
breach by any Party.
14. EXHIBITS. All exhibits referred to in this Agreement are, by reference,incorporated
into this Agreement for all purposes.
15. ATTORNEYS' FEES. If either Party breaches this Agreement, the non-prevailing
Party shall pay all of the prevailing Party's reasonable attorneys' fees and costs in enforcing this
Agreement through litigation, arbitration or mediation.
Page 7 of 9
16. ALTERNATIVE DISPUTE RESOLUTION. In the event of any dispute or claim
arising under or related to this Agreement, the Parties shall use their best efforts to settle such
dispute or claim through good faith negotiations with each other. If such dispute or claim is not
settled through negotiations within 30 days after the earliest date on which one Party notifies
the other Party in writing of its desire to attempt to resolve such dispute or claim through
negotiations, then the Parties agree to attempt in good faith to settle such dispute or claim by
mediation conducted under the auspices of the Judicial Arbiter Group QAG) of Denver,
Colorado or,if JAG is no longer in existence, or if the Parties agree otherwise,then under the
auspices of a recognized established mediation service within the State of Colorado. Such
mediation shall be conducted within 60 days following either Party's written request therefor.
If such dispute or claim is not settled through mediation, then either Party may initiate a civil
action in the District Court for Weld County.
17. BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding
upon, the Parties, and their respective legal representatives, successors and assigns.
18. ASSIGNMENT. This Agreement is assignable,provided written notice is given to the
other Party of the assignment. The District must approve any assignments from Developer to
a third party that does not have an ownership interest in the property described in EXHIBIT
A.
Dated this di
day of ET, 6 , 2005.
r^-•
LONG PEAK WATER DISTRICT LONGS PEAK INVESTORS, LLC
By: / 137y:
President J
ATTEST:
y0,<S
Secretary
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Page 8 of 9
STATE OF COLORADO )
) ss.
COUNTY OF BOULDER )
rk
The foregoing instrument was acknowledged before me this 2O day of
�c�i/,a✓' , 2005 by ft 1,)0 S as President and by
gAPa t1 /C45 , as Secretary, of Longs Peak Water District.
My commission expires: 7/i ilo 6
Witness my hand and official seal.
Notary Pu lic
STATE OF COLORADO )
ss.
COUNTY OF 13oµ/i" )
The foregoing instrument was acknowledged before me this )D day of 0-x-44 b+✓, 2005
by Jewel E,e of {h. e✓ as mann .e- and
by , as , of
LONGS PEAK INVESTORS, LLC.
My commission expires: 7/I1/91'
Witness my hand and official seal.
Notary Pub c
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St. Vrain Sanitation District
RECEIVED
Memorandum
To:Jerry Eckeiberger
From: Kim Castonguay
Date:September 20,2005
Re:Residential Subdivision
Dear Mr.Eckelberger:
Please find attached Signed Residential Subdivision Service Agreement. We have sent for recording
and will send you a recorded copy when we receive back from Weld County.
Thank.you
Ki Castonguay
7
RESIDENTIAL SUBDIVISION SERVICE AGREEMENT
1. PARTIES. The parties to this Residential Subdivision Service Agreement(this"Agreement")
are the ST. VRAIN SANITATION DISTRICT ("District") and LONGS PEAK INVESTORS,
LLC ("Applicant").
2. RECITALS AND PURPOSES. The Applicant owns, or is in the process of purchasing,
certain real property, legally described in Exhibit A (the "Property"). Exhibit A is attached to this
Agreement and incorporated herein by this reference. The District is a special district, which
provides sanitary sewer service to its customers for which monthly service charges are made. The
Applicant desires that the District provide sanitary sewer service ("Service") within the boundaries
of the Property. The District desires to supply Service. The purpose of this Agreement is to set
forth the terms and conditions concerning the purchase of sanitary sewer service connections and
the District's providing sanitary sewer service to the Property.
3. SUBDIVISION OF THE PROPERTY. The Applicant intends to subdivide the Property.
The Applicant has furnished the District with preliminary plans which describe the future total
development of the Property so that prior to entering into this Agreement the District could study
and consider the total development under this Agreement as it relates to future demands upon the
District for service within the entire development and the effect this may have,presently and in the
future, on the District's entire system and its obligations in regard thereto. The Applicant agrees to
furnish a reproducible copy of the fmal subdivision plat(the"Final Plat", or collectively, the "Final
. , Plats") for each subdivision of the Property ("Subdivision") to the District for its prompt review
and approval before the Final Plat is submitted to the Weld County Board of County
Commissioners. After the Final Plat has been approved by the District, any change or alteration in
the area, size, shape, density, usages, requirements, number of service connections or timing of
development of a Subdivision that may affect the issuance of taps pursuant to this Agreement shall
first require the advance written consent of the District. For purposes of this paragraph, the term
"approval" shall only extend to the District's review of the Applicant's proposed sanitary sewer
infrastructure and other utility-related issues within the Property, and such term shall not include
any land-use issues. The District's approval shall not be unreasonably withheld.
4. CONDITIONAL COMMITMENT TO SELL/PURCHASE SANITARY SEWER
SERVICE
4.1 Applicant hereby applies for 425 single-family residential equivalent sanitary
service connections ("Connections") to the District's sanitary sewer system for service
within the Property. Subject to the terms and conditions stated in this Agreement, the
District hereby conditionally commits to sell, and the Applicant hereby conditionally
commits to purchase, such total number of taps at the then-current plant investment fee per
connection, and other applicable fees and charges pursuant to applicable District by-laws,
rules and regulations, which may be in force from time to time (the "District's Rules and
Regulations") for use solely within the boundaries of the Property, upon the terms and
conditions set forth in this Agreement.
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4.2 The Applicant acknowledges and agrees that the District's conditional commitment
is subject to the availability of the Connections at the time the Applicant wishes to purchase
such conditionally-committed Connections. Purchase of the conditionally-committed
Connections may only be made by paying in full the total amount of the plant investment
fee and other applicable fees and charges for each Connection purchased, up to the
maximum number specified above.
4.3 The District makes no warranties, promises or representations that such
conditionally-committed Connections will be available for purchase or reservation due to
limitations on its treatment capacity as determined by its plant capacity, collection system
capacity, discharge permit,and any governmental regulations or limitations. The Applicant
acknowledges and agrees that it is solely responsible for inquiring as to the availability of
Connections, and that the District is under no affirmative obligation to inform the Applicant
of any other sales or reservations, commitments, or any other events, which may limit the
District's ability to sell the conditionally-committed Connections. Applicant assumes all
risks of unavailability by not purchasing said conditionally-committed Connections.
4.4 The District's obligation to sell such conditionally committed Connections is
expressly conditioned upon the entry of an order of inclusion by the District's Board of
Directors upon the submittal by the Applicant of a petition for inclusion and the fulfillment
of all conditions of inclusion.
5. TERM. This Agreement shall continue in full force and effect for a period of two (2) years
after the date of execution unless extended by mutual agreement by the parties in writing.
6. ACTIVATION OF TAP. All purchased Connections (taps) shall be deemed activated and
subject to the District's minimum service charges pursuant to the District's Rules and Regulations
upon payment to the District of plant investment fees and all other fees due for connection to
District facilities.
7. DESIGN SPECIFICATIONS AND CONSTRUCTION. It is agreed, as a condition
precedent to Service, that all sewer lines and appurtenant facilities required to provide Service
within the boundaries of the Property ("Sewer Lines") and all necessary trunk lines, outfall lines
and connecting lines and appurtenant facilities within the Property that are necessary to connect
with the lines of the District as presently planned, engineered or installed ("On-site Connecting
Lines"), shall be installed at the Applicant's sole cost and expense and shall be in designed and
constructed in accordance with design and specifications as fixed by the District. The specific
design of such Sewer Lines and On-Site Connecting Lines shall be submitted for District review
and approval prior to construction. The Applicant agrees that the actual installation and
construction of the Lines and the On-Site Connecting Lines shall be subject to the general, as
opposed to specific, supervision, inspection and approval by the District. The Applicant further
agrees that the installation and construction of the off-site lines and facilities, including outfall
lines, connecting lines, and trunk line; will be constructed by the District utilizing funds provided
to the District by the Applicant. All related costs of engineering study, review, inspection and
approval (including the District's cost and expenses of obtaining necessary easements if public
rights-of-way or utility easements are not available or, if available, not feasible to utilize) for both
on-site and off-site construction shall be at the sole cost and expense of, and paid by,the Applicant.
The Applicant further agrees to give the District, through the District's Engineer, fourteen days
advance notice prior to commencement of construction.
8. EASEMENTS. Applicant shall furnish, at Applicant's expense, any and all applicable
easements and rights-of- way within the Property (if not dedicated to the public use on the recorded
plat), and all consents, permits, licenses and other agreements necessary to effectuate the intent of
this Agreement.
9. TRANSFER AND CONVEYENCE OF LINES.
9.1 Prior to conveyance, Applicant shall jet-clean, pressure and vacuum test all lines.
Upon completion, approval and acceptance of the Sewer Lines and the On-Site
Connecting Lines by the District, as evidenced by the issuance of the District's
Certificate of Acceptance, this Agreement shall operate as a conveyance, transfer
and assignment by the Applicant of all Applicant's interest and ownership in the
Sewer Lines, the On-Site Connecting Lines, and related appurtenant facilities to the
District, free and clear of all liens and encumbrances, and shall warrant that the work
has been done in accordance with the laws of the State of Colorado, and all other
governmental subdivisions, agencies and units and in accordance with the design
standards and requirements of the District.
9.2 Applicant shall guarantee the Sewer Lines and the On-Site Connecting Lines, as
installed, against faulty workmanship and materials to the District for a period of
two (2) years and shall, during said period, pay any and all costs and expenses of
repair or replacement of the Sewer Lines and the Connecting Lines. Pursuant to
District regulations, Applicant shall post adequate security in a form acceptable to
the District (e.g., bond, escrowed funds, or letter of credit, etc.) to insure the
payment of the costs and expenses of repair or replacement during such two year
period. The balance of the security will be released or returned to the Applicant at
the expiration of the two year period.
9.3 Upon completion, approval, acceptance, conveyance and transfer of the Sewer
Lines and the On-Site Connecting Lines to the District, the District shall assume all
responsibility thereafter, and all costs and expenses for operation and maintenance,
except as to the above two (2)-year guarantee. The completion of the construction,
inspection, approval and acceptance by the District, the transfer of the Sewer Lines
and the On-Site Connecting Lines by the Applicant to the District, and the payment
of all construction costs and expenses required to be paid by the Applicant are
conditions precedent to the obligation of the District to furnish and provide Service.
10. EXTENDED AND OVERSIZED LINES.
10.1 Applicant shall be required to pay for installation of off-site trunk line extensions to
connect Applicant's sewer infrastructure to District facilities. District agrees to execute a
Line Extension Agreement reasonable acceptable to Applicant with the Applicant and to
reimburse the Applicant for the cost of such trunk line extension according to the terms of the
Line Extension Agreement. District further agrees to reimburse the Applicant Line extension
fee's collected pursuant to the Line Extension Agreement at this rate for a period of fifteen
(15) years from and after the date of this Agreement, but not thereafter, to pay to Applicant
for its cost but, in no event, more than the total cost of such extending or oversizing paid by
the applicant and agreed to by District upon presentation of Applicant's cost data.
10.2 If the District required that trunk line and facilities be oversized to permit the use of
these lines by the District to serve additional lands and property in addition to the property of
the Applicant, District agrees to reimburse the cost of such extending or oversizing at the then
current rate of oversizing reimbursement as stated in the District's Rules and Regulations.
10.3 In the event that no off-site trunk line extensions are required, Applicant may be
required to pay a line reimbursement fee as a condition of connecting the property to the
existing trunk line. Such fees may be payable in conjunction with the payment of the
individual taps. However, if the property was not included in an applicable trunk line
extension agreement, the Applicant shall pay all such line reimbursement fees for all taps
within that filing of the subdivision on the property at the time of first connection as a
condition of connecting to the line.
11. DISTRICT REGULATIONS. All Service provided under this Agreement shall be subject to
the District's monthly service charges and to the District's Rules and Regulations.
12. GOVERNMENTAL REGULATIONS. Any provisions of this Agreement to the contrary
notwithstanding, the obligation of the District to furnish Service under this Agreement is limited by
and subject to all orders, requirements and limitations which may be imposed by federal, state,
county or any governmental or regulatory body or agency having jurisdiction and control over the
District and/or the operation of its sanitary sewer system and treatment facilities, or discharge
permit for discharge into state waters.
13. DOCUMENTS TO BE FURNISHED. Applicant agrees to furnish District the following:
13.1 Upon execution of this Agreement, or at such time or times as may be requested by
District, a topographical survey of the Property; and
13.2 When approved by the appropriate governmental boards, commissions, or agencies,
the Final Plat(s), together with any requirements or conditions of approval fixed by such
governmental entities, together with evidence of the Applicant's compliance or plan for
compliance;and
13.3 Upon completion, approval, acceptance, conveyance and transfer of the Sewer Lines
and the On-Site Connecting Lines to the District:
13.3.1 "As-built" mylar maps (one full-sized and one half-sized copy), certified by
the Applicant's engineer and depicting all lines, manholes, etc. constructed,
installed,and transferred pursuant to Paragraph 9, above.
13.3.2 "As-built" AutoCad file certified by the Applicant's engineer and depicting
all parcels, subdivision boundaries,non-sewer utilities,sewer lines,manholes, etc. in
plan and profile, constructed, installed, and transferred pursuant to Paragraph 9
above.
13.3.3 A table of positions of each manhole listing latitude, longitude, and invert
elevation.
13.3.4 The bid tabulation of the installation costs for sewer line elements.
13.4 "As-built" mylar maps certified by Applicant's engineer depicting all lines,
manholes, etc. constructed, installed, and transferred pursuant to Paragraph 9 above. One
copy to be full size and the other copy one-half(1/2) size.
13.5 In the event the initial area to be served under this Agreement is not the entire
project of Applicant as hereinabove described, Applicant shall furnish preliminary plats and
plans as developed by the Applicant with reference to the future total development of the
entire property so that prior to issuance of taps and initial installation of lines and facilities the
District may study and consider the total development under this Agreement as it may relate
to future demands upon the District for service within the entire development and the effect
this may have,presently and in the future,on the District's entire system and its obligations in
regard thereto. It is understood and agreed that a request for information as to future plans and
developments of the Applicant and the consideration of such plans by the District in
connection with its obligation to service Applicant's above described land under this
Agreement shall in no wise be construed as an agreement or obligation of District to serve
such other lands or areas proposed by the Applicant for such future development. All
information required to be furnished to District by Applicant shall be provided at Applicant's
expense.
14. DELAYS. Any delays in, or failure of, performance by any party of his or its obligations
under this Agreement shall be excused if such delays or failure are a result of acts of God and
nature, fires, floods, strikes, labor disputes, accidents, regulations or orders of civil or military
authorities, restrictions or limitations contained in any initiative approved by the voters, shortages
of labor materials, or other causes, similar or dissimilar,which are beyond the control of such party,
including any orders, requirements or limitations described in paragraph 13 above.
15. TIME OF ESSENCE. Time is expressly stated to be the essence of this Agreement and
any failure to perform the covenants and agreements herein agreed to be performed strictly at the
times designated shall operate as an immediate termination of this Agreement.
16. PARAGRAPH CAPTIONS. The captions of the paragraphs are set forth only for
convenience and reference, and are not intended in any way to define, limit, or describe the scope
or intent of this Agreement.
17. ADDITIONAL DOCUMENTS OR ACTION. The parties agree to execute any additional
documents and to take any additional action necessary to carry out this Agreement.
18. INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement
between the parties and there are no oral or collateral agreements or understandings. This
Agreement may be amended only by an instrument in writing signed by the parties. If any
provision of this Agreement is held invalid or unenforceable, no other provision shall be affected
by such holding, and all of the remaining provisions of this Agreement shall continue in full force
and effect.
19. ALTERNATIVE DISPUTE RESOLUTION. In the event of any dispute or claim arising
under or related to this Agreement, the parties shall use their best efforts to settle such dispute or
claim through good faith negotiations with each other. If such dispute or claim is not settled
through negotiations within 30 days after the earliest date on which one party notifies the other
party in writing of its desire to attempt to resolve such dispute or claim through negotiations, then
the parties agree to attempt in good faith to settle such dispute or claim by mediation conducted
under the auspices of the Judicial Arbiter Group (JAG) of Denver, Colorado or, if JAG is no longer
in existence, or if the parties agree otherwise, then under the auspices of a recognized established
mediation service within the State of Colorado. Such mediation shall be conducted within 60 days
following either party's written request therefore. If such dispute or claim is not settled through
mediation,then either party may initiate a civil action in the District Court for Weld County.
20. ATTORNEYS' FEES. If any party breaches this Agreement, the breaching party shall pay
all of the non-breaching party's reasonable attorneys' fees and costs in enforcing this Agreement
whether or not legal proceedings are instituted.
21. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Colorado.
22. NOTICES. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed to have been sufficiently given for all purposes if sent by certified or registered
mail, postage and fees prepaid, addressed to the party to whom such notice is intended to be given
at the address set forth on the signature page below, or at such other address as has been previously
furnished in writing to the other party or parties. Such notice shall be deemed to have been given
when deposited in the U.S. Mail.
23. BINDING EFFECT; NOTICE OF ASSIGNMENT. This Agreement shall inure to the
benefit of, and be binding upon, the parties, and their respective legal representatives, successors,
and assigns as owners of the land described in Exhibit A. Any deposits which are made pursuant to
the District's reservation of connection policy and approved agreement, if any, shall be transferred
to the credit of Applicant's assignee. Applicant shall give written notice to the District of such
assignment and shall provide the assignee with a copy of this Agreement.
24. GOVERNMENTAL IMMUNITY. Nothing in this Agreement is intended, or shall be
construed as, a waiver of any immunities provided to the District by statute or common law,
r-
including without limitation the Colorado Governmental Immunity Act, §24-10-101, et. seq.,
C.R.S.
DATED .02D/dS
ST.VRAI SANITATION DISTRICT jikBy Licf—� ._C"
President
11307 Business Park Circle
Longmont, CO 80504
A D
strict Mane:
Approved As To Form:itligieleDistrict Legal Co 1
STATE OF COLORADO )
ss.
COUNTY OF Valair )
BOO iDL -
The foregoing instrument was acknowledged before me this 1 9'of SQQkt 41'2001,
byti3 O1ac e H .G rc.n-F as President, and the Manager of St. Vrain Sanitation District.
Witness my hand and official seal.
My commission ex ires: l l k t .0 1 0 7 .
DONNA L, O No Public
;'' LLOYD
Coto•:
APPLICANT:
LONGS PEAK INVESTORS,LLC
Address: 7120 E. Orchard Road, Suite 450
En lewood, CO 80111
Tit
STATE OF COLORADO )
) ss.
COUNTY OF • r _ )
The oregoing ' e t was acknowledg before me this YXA. day ot&r C.,2005,by
tiif >, s l), Ut 44 e1uaa aiTi ,�_� c ' _aJ
.-. Witness my hand and official seal
My commission expires:;Ai, 7, ciigo 6
N blic
Ueo ,.
gieof COv<
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