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HomeMy WebLinkAboutPRESTON-KELLEY 2ND SUBDIVISION - FINAL - 54-88H - SUBMITTAL DOCUMENTS - ROUND 1 - LEGAL DOCUMENTS• DWYER, HUDDLESON & RAY, P.C. Attorneys at law August 31, 1999 Mr. Steve Olt City of Fort Collins Community Planning Department 281 North College Avenue Fort Collins, CO 80521 Chas. R. Huddleson Steven B. Ray 0 ■ David E. Dwyer James E. Ringenberg Stephen J. Jouard ❑ Joel M. Funk Megan L Hayes o Kent E. Sutherland Michelle L Gibbens ■ Also admitted in Nebraska ❑ Also admitted in Wyoming Re: Hewlett-Packard Company - Agilent Technologies, Inc. Subdivision Dear Steve: Per Mike Bello's request, I enclose a copy of the Subdivision Agreement in draft form that pertains to the Preston -Kelly Second Subdivision. As you know, this subdivision constitutes HP's main Fort Collins campus at the northeast corner of Harmony Road and County Road 9. While the agreement is still in the process of being negotiated, we have had several meetings and the parties are comfortable with the general concepts reflected in the draft agreement. I foresee no difficulty reaching a final agreement during the next few weeks. Please call if you have any questions or suggestions. Sincerely, :zi= N & RAY, P.C. David E. Dwyer DED:kh Enclosure cc: Mr. Mike Bello Mr. Jim Allen -Morley \HP\A0ent\Itr olt 083199.doc 215 West Oak St., Tenth Floor, Fort Collins, Colorado 80521 ■ Mailing Address: P.O. Drawer J, Fort Collins, Colorado 80522 Telephone:970.482.1056 ■ Fax:970.482-3840 ■ http://www.dhr-lawcom • • SUBDIVISION AGREEMENT DHR DRAFT #5 August 31,1999 THIS SUBDIVISION AGREEMENT (this "Agreement"), dated as of November 1, 1999, is between Hewlett-Packard Company, a Delaware corporation ("HP"), and Agilent Technologies, Inc., a Delaware corporation ("Agilent"). RECITALS A. HP owns approximately 165 acres of land and certain building and other improvements thereon located northeast of the intersection of Harmony Road and County Road 9 in the City of Fort Collins, Larimer County, Colorado, at which location is situated a major HP campus, consisting of buildings, manufacturing areas, offices and related support facilities (the "Fort Collins Site"). B. HP is in the process of divesting itself of its measuring and testing equipment business and related operations. As a part of such divestiture, HP has caused the Fort Collins Site to be subdivided as shown on the Preston -Kelly Second Subdivision Plat dated October 1999 (the "Plat"). HP has transferred this date to Agilent the westerly approximately 75 acres of the Fort Collins Site, together with certain improvements situated thereon. HP has retained the easterly approximately 90 acres of the Fort Collins Site and all improvements located thereon. C. The portion of the land at the Fort Collins Site that has been retained by HP is described on the Plat as Lot 1 (the "HP Lot"). The portion of the land at the Fort Collins Site that has been transferred to Agilent is described on the Plat as Lot 2 (the "Agilent Lot"). The HP Lot and the Agilent Lot are each sometimes referred to herein as a "Lot" and, collectively, as the "Lots." D. Certain leased modular buildings described herein that are located on the Agilent Lot are now and will continue to be managed, maintained and occupied by HP. E. HP and Agilent wish to set forth their agreements regarding the shared use of certain facilities, regardless of whether such facilities are located on the HP Lot or the Agilent Lot, and wish to provide for the maintenance, repair, replacement and operation of the Fort Collins Site. F. HP and Agilent privately own the utilities located on the Fort Collins Site. G. The parties also wish to set forth their agreements, rights and duties regarding utilities, storm water drainage facilities and easements, water rights and usage, use restrictions, parking, cross -access, security and various other aspects pertaining to the Fort Collins Site. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the parties agree as follows: 1. Cross -Access. The parties hereby grant and convey the following cross -access easement rights to each other: a. Purposes. The parties shall allow free and unobstructed flow of pedestrian and vehicle traffic between their respective Lots. Each party shall cooperate to allow such free and unobstructed flow of traffic at all times and neither party shall at any time interfere with, block, or hinder such flow of traffic (except in the performance of necessary installation, repair, maintenance, and replacement work, which work shall be scheduled to minimize the impact on such flow of traffic, to the extent reasonably feasible). Such right of cross access shall not apply to the interior of any building. HP shall have exclusive access and right to use the chemical storage yard located on the north side of Building 2 on the Agilent Lot. b. Location. Said easement rights shall apply to each of the Lots described in this Agreement. C. Maintenance and Repair. HP shall maintain, repair, and replace from time to time all street and hard surface areas, including, without limitation, parking lots, sidewalks, gathering areas, patio's, entrance ways and the like, existing or later installed on the Fort Collins Site. Said work includes, but is not limited to, resurfacing, sealing, replacing and striping the parking lot areas from time to time. d. Snow Removal/Cleaning. HP shall be responsible for removing accumulated snow from and cleaning the streets, hard surface areas and parking lots. 2. Cross -Parking. Each party grants the other party, and such other party's employees and business invitees, the right to utilize the designated parking lots only on each other party's Lot for parking purposes, it being the intent of the parties to allow free and unobstructed cross -parking rights between the respective Lots. Except with the prior written consent of the other Lot owner, neither party shall reduce the amount of parking space located on its Lot as of the date of this Agreement. The parties further agree to add parking sufficient to accommodate reasonably anticipated additional parking needs generated by further development of their respective Lots. 3. Utilities. The parties acknowledge and agree that utilities and related equipment, lines, services, enclosures and supporting facilities serving the Fort Collins site, including, without limitation, pipelines, electrical lines, communication lines of all kinds, sewer lines, fire protection systems, water lines, compressed air lines, fire alarm systems, public address and sound systems, boilers, chilled water lines, emergency generators facilities, natural gas lines, radio communication systems and any other utility necessary or convenient for the operation of the Fort Collins Site and facilities located thereon (the "Utilities") shall continue to be owned by the party that currently owns such Utilities as of the date of this Agreement regardless of the Lot on which such Utilities are located. The current ownership of Utilities is set forth in attached Exhibit A, which is incorporated herein by this reference. 2 In the future, the parties may cause certain economically divisible Utilities systems to be separated and individually metered. To the extent any Utilities are shared, each party grants to the other party an easement to use and access all Utilities, whether buried or not, on the other party's Lot for the purpose of maintaining, replacing, repairing, up -grading or for such other purposes as is necessary or convenient in connection with the operation of such Utilities. Each party shall be responsible for maintaining the Utilities that it owns and for supplying to the other party such Utility services as have been provided in the past. Each party shall be entitled to charge its costs, plus a reasonable fee, to the other party on a prorata basis for maintaining and operating the Utilities on the respective Lots, the details of which cost allocation system are set forth in a separate service level agreement between the parties. The parties contemplate that in the event Utilities are divided between them and one or more separate utility systems are created at the Fort Collins Site, or either party transfers all or a portion of its Lot to a third party, an agreement concerning Utilities supplementary to this Agreement shall be entered into by the parties. Whether or not the Utilties are separated as a later date, HP hereby retains for the benefit of HP and the HP Lot a blanket easement across the Agilent Lot to maintain, construct, alter, repair, replace, reconstruct, operate and remove the Utilities. Furthermore, HP hereby grants for the benefit of Agilent and the Agilent Lot a blanket easement across the HP Lot to maintain, construct, alter, repair, replace, reconstruct, operate and remove Utilities. Notwithstanding the blanket nature of the easements granted herein, any changes, improvements or additions to the Utilities on the Fort Collins Site shall be made by the party making such changes, improvements or additions in the future at its sole expense and in such a manner so as to not interfere with the business operations of the owner of the Lot on which such changes, improvements or additions are being made. The parties agree to provide reasonable advance notice of any intended work with respect to Utilities located on the other parry's Lot and to schedule such work so as to minimize within reason the disruption and inconvenience of any such work. The party engaging in work on the Utilities shall take customary and reasonable precautions so as to minimize harm to property and persons and to reduce risk of interference with the operations of any party at the Fort Collins Site. The parties further acknowledge that certain operations on the Fort Collins Site are continuous in nature and any disruption in Utility services will necessarily adversely affect such operations; however, the parties agree to use their reasonable best efforts to provide reasonable notice of such disruptions and to reduce the impact on such continuous operations to the extent practicable. 4. Storm Water Drainage. HP hereby retains for the benefit of HP and the HP Lot a blanket easement for storm water drainage on and across the Agilent Lot. Furthermore, HP hereby grants for the benefit of Agilent and the Agilent Lot a blanket easement for storm water drainage on and across the HP Lot. Notwithstanding the blanket nature of the easements granted herein, any changes, improvements or additions to the existing storm water drainage system and easements applicable to the Fort Collins Site shall be made by the party making such changes, improvements or additions in the future in such a manner so as to not interfere with the business operations or future development opportunities of any other property owner at the Fort Collins Site. 3 • 5. Party Walls on the Common Property Lines. The parties acknowledge and agree that there are improvements on their respective Lots that meet at one or more common wall locations on common property lines between the HP Lot and the Agilent Lot (the "Party Walls"). In order to construct, maintain and repair the Party Walls, the parties agree as follows: a. The Party Walls will be located approximately on the common property lines at the locations indicated on the Plat where the property line passes through a building on the Fort Collins Site. HP and Agilent will each own land to the center of the Party Walls. The owner of each respective Lot shall have a cross easement as to the remaining portion of the Party Walls. b. The parties agree that each Party Wall will be an area of separation wall which shall be a one -hour fire wall. Any construction of other improvements on either Lot shall not adversely affect the structural intergrity of the Party Wall. Both parties will agree upon the design of each Party Wall. HP will supervise the construction of each Party Wall and related improvements. The parties will share equally in the design and construction costs associated with the Party Walls and related improvements. Emergency doors will be installed in each Party Wall with limited access by authorized personnel only. C. If either party wishes to later modify the improvements constructed on its Lot and if said modifications necessitate repairs or changes to a Party Wall, the party modifying the improvements agrees that such construction, modification and/or change to the Party Wall shall be at the sole expense of the party making such modifications, including the expense to comply with any applicable requirement of the City of Fort Collins or any other govermental entity, d. If a Party Wall or any portion thereof is damaged or destroyed by the act, omission, negilgence or default hereunder of one of the Lot owners and/or if any other damage to property, whether real or personal, is caused by the act, omission, negiligence or default of a Lot owner, that owner's agents, customers, employees, or invitees, such owner shall reasonably repair and restore the Party Wall to its original condition to the reasonable satisfaction of the other party and shall compensate the other Lot owner for any damage to the property of such other Lot owner not covered by insurance. e. Except as provided elsewhere in this Section 5, the parties agree to share equally in repairs and maintenance work, including any necessary structural or roof work, needed with respect to the Party Walls. f. Neither party shall alter or change any Party Wall in any manner unless otherwise agreed to in writing by all parties, which agreement shall not be unreasonably withheld by either party. Each party shall have a perpetual easement for the purpose of maintaining the Party Walls and exercising rights and obligations provided in this Agreement. 4 6. Exterior Maintenance Responsibilities. So long as HP owns a Lot at the Fort Collins Site, unless HP voluntarily relinquishes in writing its right to maintain the Fort Collins Site, HP shall be responsible for all exterior maintenance and repairs with respect to the Fort Collins Site, exclusive of the buildings on the site. Such maintenance and repair responsibility shall be applicable to exterior facilities, including landscaping, parking lots and other hard surface areas as described in Section 1 hereof. At such time as HP no longer owns a Lot at the Fort Collins Site, Agilent shall assume HP's role with respect to such maintenance duties if Agilent owns at that time a majority of the acreage comprising the Agilent Lot. The standard of maintenance of the Fort Collins Site that shall apply shall be equal to the standard customarily implemented at first class industrial parks by leading U.S. technology companies. Unless clearly substandard, the decision of the party in charge of maintenance shall be controlling with respect to any disputes over the standard applicable to such maintenance. At such time as neither HP nor Agilent own a Lot at the Fort Collins Site, maintenance responsibilities for the Fort Collins Site shall be assumed by the successor to the last of HP or Agilent to own a Lot at the Fort Collins Site. 7. Entrances. Each Lot owner shall maintain and repair all present and future entrance buildings on its respective Lot that provide access to the Fort Collins Site. Each Lot owner shall be entitled to relocate, abandon or add entrance facilities as it deems appropriate; provided, however, no such relocation, abandonment or addition shall unreasonably interfere with, restrict or impair the utilization of the Fort Collins Site by the owners of the Lots. HP shall staff and operate the entrance facilities that are at the Fort Collins Site. The standard to which such entrance facilities shall be maintained shall be consistent with the level of maintenance otherwise applicable to the Fort Collins Site. 8. Annual Operating Budget and Expense Sharing. As the party responsible for maintaining the exterior facilities associated with the Fort Collins Site, HP shall devise a budget for each calendar year. Such budget shall outline the costs to maintain the facilities needed to operate the Fort Collins Site, including, without limitation, the parking lots, streets, sidewalks, entrance facilities, Utilities, recreational and landscaped areas, but excluding the exterior and interior portions of the improvements thereon, which shall be the sole responsibility of the respective owners of such improvements. The costs and expenses incurred by HP to maintain the Fort Collins Site, plus a fee for such services as set forth in Exhibit B hereto, shall be allocated between the owners of the HP Lot and the Agilent Lot, based on the following allocation methods: Service • Electrical, Water and Sewer Natural Gas, and all other Utilities, including the boiler • Landscaping • Parking lots and streets Allocation Method Actual usage based on metering Actual cost to maintain each Lot Square footage of parking lots and streets on each respective Lot 5 Agilent agrees to pay to HP its prorata share of such costs within 30 days of receipt of a statement for each such item. 9. Water Rights. The parties acknowledge and agree that HP owns certain water rights acquired in connection with the development of the Fort Collins Site and certain additional water rights acquired for use in connection with the future development of the Fort Collins Site, if and when such development might occur. In connection with the subdivision of the Fort Collins Site and the conveyance of the Agilent Lot, HP has transferred to Agilent the following water rights (the "Agilent Water Rights"): 15.9091 Units of Colorado Big Thompson Water Conservancy District 7.4364 Shares of Warren Lake Reservoir Company 1.9736 Shares of Warren Lake Reservoir Company 2.3500 Shares of Larimer No. 2 Irrigation Company 4.3636 Shares of Larimer No. 2 Irrigation Company 73.3590 City of Fort Collins Water Certificate Credits HP has retained the following water rights for use in connection with the Fort Collins Site (the "HP Water Rights"): 19.0909 Units of Colorado Big Thompson Water Conservancy District 8.9236 Shares of Warren Lake Reservoir Company 2.3684 Shares of Warren Lake Reservoir Company 2.8200 Shares of Larimer No. 2 Irrigation Company 5.2364 Shares of Larimer No. 2 Irrigation Company 88.0308 City of Fort Collins Water Certificate Credits Agilent hereby appoints HP as its agent with respect to the Agilent Water Rights and authorizes HP to cause the water represented thereby to be used as is needed on the Fort Collins Site consistent with the duties and obligations under this Agreement. Each party agrees to retain sufficient water rights to permit the irrigation of its Lot without requiring the acquisition of additional water rights and to make such water rights available for irrigation of its Lot as needed from time to time in accordance with irrigation standards then in effect. Each party agrees to not transfer the water rights that would diminish the ability to irrigate its Lot; however, excess water rights may be sold or used for other purposes. The parties each agree to pay when due all assessments and other charges with respect to their respective water rights. In addition to the HP Water Rights and the Agilent Water Rights, certain other water rights have been acquired and are held by HP in connection with the Harmony Technology Park development that is not a part of the Fort Collins Site, but rather is located on the south side of Harmony Road in Fort Collins, Colorado, which water rights are described as follows (the "Tech Park Water Rights"): 14.5 Shares of Warren Lake Irrigation Company 4.0 Shares of Larimer No. 2 Irrigation Company 0 The Tech Park Water Rights are not subject to the terms of this Agreement and are not required to be used by HP in connection with the Fort Collins Site. In the event the Tech Park Water Rights are used from time to time to irrigate the Fort Collins Site, a reasonable charge for such usage will be imposed by HP based on the fair market rental value of such water actually used on the Fort Collins Site. 10. Use Restrictions. Without the prior written consent of the owner of the other Lot, a Lot owner may not use or permit the use of its Lot so as to create (i) an environmental hazard or nuisance of any kind that is in violation of any City, State or Federal law or regulation, (ii) any other burden that requires additional utilities or other improvements to the Fort Collins Site, unless such additional burden, including any added cost to operate, remediate or maintain the same, is assumed in writing by the party adding the burden, or (iii) a use or condition not specifically allowed as a "primary" use under the then applicable zoning regulations applicable to the Lot in question. Additional buildings or expansion of existing buildings may be placed on either Lot by the owner thereof; however, any additional burdens on parking, Utilities, entrance gates or other services or facilities on the Fort Collins Site shall be exclusively mitigated and paid for by the party adding such improvements. The parties further agree to screen from view or locate material and waste storage facilities so as to minimize the visual impact of such items. Except with the prior written consent of the owners of three -fourths of the land area comprising the Fort Collins Site, no "secondary" use allowed under the City's zoning code shall be made of any Lot and no variance or change in use will be sought by any party that would change the "primary" uses of any Lot under the applicable zoning code as of the time in question. 11. Leased Modular Buildings. On a temporary basis, HP leases four modular buildings located on the Agilent Lot from one or more third parties, which buildings are known as Mod 2, Mod 3, Mod 4 and Mod 5. Under a separate ground lease agreement, Agilent has agreed to lease to HP the ground under the modular buildings and, at the end of such lease, HP has agreed to restore the ground to its previous use. 12. Right of First Offer. Notwithstanding the terms and conditions of this Agreement, if either party (the "Seller") should decide that it wishes to sell all or any portion of its Lot, other than in connection with the sale of the business operations located on such Lot to the same purchaser or an affilaite of such purchaser as is buying the real estate in question, the non -selling Lot owner (the "Buyer") shall have the right of first offer (the "Right of First Offer") with respect to the purchase of the Lot from the selling Lot owner. This Right of First Offer shall be exercised in such manner and subject to such terms and conditions as are set forth in this Section 13. A Lot or any portion thereof shall not be transferred to a third party without the prior affirmative consent of the other party hereto or strict compliance with the provisions of this Section 13. For the purposes of this paragraph only, the "Purchase Price" shall mean such amount as is set forth in a bona fide offer by the Lot owner wishing to sell all or a portion of its Lot ("Seller's Offer"). Seller's Offer shall not be deemed valid unless the terms of the Seller's Offer, including the Purchase Price and a proposed closing date, are disclosed in writing to the 7 • Buyer, at least sixty (60) days before any such proposed closing date. If the Buyer wishes to purchase the Lot or portion thereof offered for sale in the Seller's Offer, the Buyer shall so inform the Seller in writing and the parties shall set a closing date that is at least thirty (30) days after the election is received by the Seller. If the Buyer does not so notify the Seller in a timely manner of its election to purchase the Lot or the portion thereof offered in the Seller's Offer, within nine (9) months after the end of the Seller's said sixty (60) day option period, the Seller shall be free to consummate the sale to an unrelated, bona fide third party purchaser of the property described in Seller's Offer, on terms no less favorable to the Seller than those that are set forth in the Seller's Offer. If the Seller does not complete the proposed transaction with an unrelated, bona fide third party purchaser within said nine (9) months on terms no less favorable to the Seller than are set forth in the Seller's Offer, any sale of the Lot in question or any part thereof shall again be subject to all terms of this paragraph as though the Lot or portion thereof had not previously been offered to the Buyer. At any time, Buyer may request in writing and shall be entitled to receive a copy of any contract, closing document or other written instrument pertaining to the sale to any third party by Seller of a Lot or any portion thereof. If Seller has strictly complied with the terms of this Section 13, at Seller's written request in connection with the closing of a sale of Seller's Lot or portion thereof, Buyer shall affirm in writing to any interested party that Seller has complied with the terms of this Section 13. 13. Arbitration of Disputes. Subject to the provisions of this Section 14, the parties agree to submit to binding arbitration any and all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents) relating to this Agreement or the Fort Collins Site. Unless otherwise agreed in writing, such arbitration shall proceed in Fort Collins, Colorado, shall be governed by Colorado law and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Nothing in the preceding paragraph, nor the exercise of any right to arbitrate hereunder, shall limit the right of any party hereto (i) to obtain provisional or ancillary remedies such as injunctive relief or appointment of a receiver from a court having jurisdiction, before, during or after the pendency of any arbitration proceeding, or (ii) to defend or obtain injunctive or other equitable relief against the foregoing or assert mandatory counterclaims, if any, pending a determination in arbitration of issues of performance, default, damages and other such claims and disputes. The institution and maintenance of any action in pursuit or defense of provisional or ancillary remedies shall not constitute a waiver of the right or obligation of any party to submit any claim or dispute to arbitration. Arbitration hereunder shall be before a three -person panel of neutral arbitrators, consisting of one person from each of the following categories: (i) an attorney who has practiced in the area of commercial real estate law for at least ten (10) years or a retired judge at the District Court or an appellate court level; (ii) a person with at least ten (10) years' experience in industrial real estate facilities management; and (iii) a person with at least ten (10) years' experience in the industrial land development industry. The AAA shall submit a list of persons meeting the criteria outlined above for each category of arbitrator, and the parties shall select one person from each category in the manner established by the AAA. 8 In any dispute between the parties that is arbitratable hereunder, where the aggregate of all claims and the aggregate of all counterclaims is an amount less than One Hundred Thousand Dollars ($100,000.00), the arbitration shall be before a single neutral arbitrator to be selected in accordance with the Commercial Rules of the American Arbitration Association and shall proceed under the Expedited Procedures of said Rules. In any arbitration hereunder, the arbitrators shall decide (by documents only or with a hearing, at the arbitrators' discretion) any pre -hearing motions which are substantially similar to pre -hearing motions to dismiss for failure to state a claim or motions for summary adjudication. In any arbitration hereunder, discovery shall be permitted in accordance with Chapter 4 of the Colorado Rules of Civil Procedure. Scheduling of such discovery may be determined by the arbitrators, and any discovery disputes shall be finally determined by the arbitrators. The Colorado Rules of Evidence shall control the admission of evidence at the hearing in any arbitration conducted hereunder, provided however, no error by the arbitrators in application of the Rules of Evidence shall be grounds, as such, for vacating the arbitrators' award. Notwithstanding any AAA rule to the contrary, the arbitration award shall be in writing and shall specify the factual and legal bases for the award, including findings of fact and conclusions of law. Each party shall each bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. 14. Duration. Except as specifically otherwise set forth herein, the agreements, easements, restrictions, rights, obligations and duties contained in this Agreement shall be perpetual. This Agreement shall be recorded in the real estate records of Larimer County, Colorado. 15. Binding Effect. The easement and use restriction rights granted herein shall inure to the benefit of, and be binding upon, the parties and their respective heirs, legal representatives, grantees, successors, and assigns. The benefits and burdens of this Agreement shall run with the lands described herein and shall be binding upon all future owners and users thereof. 16. Notice. Any notice or tender required or permitted by this Agreement shall be in writing and shall be delivered in person, sent by Certified Mail, or sent by overnight courier. If such notice is hand delivered, personally served, or delivered by overnight courier, it shall be effective immediately upon such delivery or service. If sent by mail, it shall be sent by Certified Mail, return receipt requested, and shall be effective three (3) days after deposit of the same into a United States Mail Depository with sufficient postage attached for delivery to the parties at their following addresses: If to HP: Hewlett-Packard Company Attn: Facilities Manager 3404 East Harmony Road Fort Collins, CO 80525 E With a copy to: Hewlett-Packard Company Corporate Real Estate Department 3000 Hanover Street, MS 20BQ Palo Alto, CA 94303-0890 If to Agilent: Agilent Technologies, Inc. Attn: Facilities Manager County Road 9 Fort Collins, CO 80525 With a copy to: Agilent Technologies, Inc. Attn: Facilities Manager 815 14`h Street, S.W. Loveland, CO 80537 17. Further Assurances. The parties acknowledge and agree that the terms of this Agreement may need to be supplemented by further agreements and/or amendments to further define the rights and obligations of the parties hereunder. The parties may desire that their respective rights and obligations described herein be reflected in further instruments in recordable form. In addition, the parties may share from time to time certain existing or future facilities, including, without limitation, a cafeteria, wellness center, recreational facility, auditorium, credit union, and library, which may be the subject of separate agreements. The parties agree to cooperate and take all such supplemental and further actions and execute and deliver all such further instruments as may be reasonably necessary to implement the parties intentions expressed in this Agreement. 18. Attorneys' Fees upon Default. In any permitted litigation brought to enforce this Agreement, the prevailing party shall be entitled to judgment against the non -prevailing party for all reasonable expenses of such litigation, including, but not limited to, court costs; deposition and other discovery expenses; expert witness fees; witness fees; reasonable attorneys, fees; and such other expenses related to the litigation as the court may award. 19. Colorado Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado. 20. Counterparts; Facsimile Signatures. This Agreement may be executed with counterpart signature pages, which together shall constitute a single recordable Agreement binding on all parties. This Agreement may be executed by facsimile signature, which shall be valid and binding for all purposes. 21. Recordation. The parties acknowledge and agree that this Agreement shall be recorded in the real estate records of Larimer County, Colorado. 10 IN WITNESS WHEREOF, the parties hereto have signed this Subdivision Agreement as of the date first above written. HEWLETT-PACKARD COMPANY, a Delaware corporation By: Vice President AGILENT TECHNOLOGIES, INC., a Delaware corporation Vice President STATE OF COLORADO ) ) ss. COUNTY OF LARIMER ) The foregoing instrument was acknowledged before me this _ day of October 1999, by Vice President of Hewlett-Packard Company, a Delaware corporation. Witness my hand and official seal. My commission expires: Notary Public STATE OF COLORADO ) ) ss. COUNTY OF LARIMER ) The foregoing instrument was acknowledged before me this _ day of October, 1999, by Vice President of Agilent Technologies, a Delaware corporation. Witness my hand and official seal. My commission expires: \HP\Agilent\Subdivision Agmt #5 083199.doc Notary Public 11