HomeMy WebLinkAboutHARMONY TECHNOLOGY PARK SECOND - Filed OA-OTHER AGREEMENTS - 2007-01-31RECIPROCAL LAND USE AND
IMPROVEMENTS REIMBURSEMENT
AGREEMENT
This Reciprocal Land Use and Improvements Reimbursement Agreement
("Agreement') is entered into this 25th day of June, 2001 by and between IMAGO
ENTERPRISES, INC., a Colorado corporation ("Imago'), HEWLETT-PACKARD
COMPANY, a Delaware corporation ("Hewlett-Packard"), CELESTICA
CORPORATION, a Delaware corporation ("Celestica"), H.H. INVESTMENT
COMPANY, a Colorado general partnership, and the Estate of Catherine G. Gutru
(together and collectively "H.H. Investment'), the ELECTRIC EQUIPMENT &
ENGINEERING COMPANY EMPLOYEE PROFIT SHARING TRUST ("Trust')
SOUTH HARMONY, LLC, a Colorado limited liability company ("South Harmony")
and FOSSIL CREEK 112, LLC, a Colorado limited liability company ("FC 112") based
upon the following information:
A. Each of the aforementioned parties has an interest in, or a contractual right
related to, certain real property located within or immediately adjacent to the
Fossil Creek Reservoir Area of Larimer County, Colorado, and as shown in the
drawing attached hereto as Exhibit A, and incorporated herein by this reference.
B. Imago is the owner of those certain parcels of land identified as Parcels 1, 2,
3 and 4 on Exhibit A, and as more particularly described in Exhibits B-1, B-2,
B-3 and B-4 attached hereto and incorporated herein by this reference.
C. Celestica is the occupant of that certain parcel of land identified as Parcel 5
on Exhibit A, and as more particularly described in Exhibit C attached hereto
and incorporated herein by this reference. Pursuant to the terms of that certain
Construction Agency Agreement dated February 2, 1998 by and between
Celestica and the title owner of Parcel 5, BMO Leasing (U.S.), Inc., a Delaware
corporation, Celestica has the requisite power and authority to enter into this
Agreement.
D. Hewlett-Packard is the owner of that certain parcel of land identified as
Parcel 6 on Exhibit A, and as more particularly described in Exhibit D attached
hereto and incorporated herein by this reference.
E. The Poudre School District is the owner of that certain parcel of land
identified as Parcel 7 on Exhibit A. The Poudre School District is not a party to
this Agreement.
F. H.H. Investment is the owner of that certain parcel of land identified as
Parcel 8 on Exhibit A, and as more particularly described in Exhibit E attached
hereto and incorporated herein by this reference.
t
06M/01 J��
The amount of such contribution shall be paid directly to the constructing party
upon receipt. In the event that construction has not yet begun at the time such
payment is received by Hewlett-Packard, the payment of that amount shall be made
within thirty (30) days following the delivery to Hewlett-Packard of subcontractor
invoices reflecting substantially completed construction activity in an amount at
least equal to the amount to be so paid. It is understood and agreed by the parties
that Hewlett-Packard shall negotiate the value of the right-of-way with the City in
good faith, and based upon the current market value of the property. In the event
the amount offered by the City is less than two dollars and fifty cents ($2.50) per
square foot, Hewlett-Packard agrees that it shall not make the right-of-way
dedication without the prior written approval of FC 112, South Harmony and
Imago.
(v) Construction Costs - Cambridge/Harmony Intersection. Hewlett-Packard
shall pay one hundred percent (100%) of the construction and installation costs and
expenses pertaining to the deceleration lane associated with the Cambridge
Avenue/Harmony Road intersection. Imago shall pay one hundred percent (100%)
of the construction and installation costs and expenses pertaining to the acceleration
lane associated with the Cambridge Avenue/Harmony Road intersection. Imago
shall pay seventy five percent (75%) of the remaining specified costs and expenses
pertaining to the construction and installation of the Cambridge Avenue/Harmony
Road intersection, FC 112 shall pay fourteen and three-quarters percent (14.75%)
of such costs and expenses and South Harmony shall pay ten and one -quarter
percent (10.25%) of such costs and expenses. The stated costs and expenses shall
be paid within sixty (60) days following the delivery of an itemized invoice from
the constructing party showing the amounts and respective allocation of such costs
and expenses. Each such invoice shall be supported by a copy of the detailed
invoice paid to the vendor supplying the labor or materials for which the parties are
responsible.
(vi) Sewer/Storm Sewer - Harmony to Rock Creek. Provided the sewer main
and storm sewer to be installed within that portion of Cambridge Avenue between
Harmony Road and Rock Creek Drive will only service Parcel 5 and/or Parcel 6,
Celestica and Hewlett-Packard and Celestica shall pay one hundred percent (100%)
of the costs and expenses pertaining to the design and installation of such sewer
main in direct proportion to their projected use of such sewer main, as determined
by J. R. Engineering in connection with the design thereof. Hewlett-Packard shall
pay one hundred percent (100%) of the costs and expenses pertaining to the design
and installation of such storm sewer. In the event the sewer main and storm sewer
will service any other Parcel or Parcels, then each parcel serviced by such sewer
main or storm sewer shall share the installation costs and expenses in direct
proportion to their projected use of the sewer main or storm sewer, as determined
by J. R. Engineering in connection with the design thereof The share of the costs
and expenses to be paid by Hewlett-Packard and Celestica shall be payable within
sixty (60) days following the delivery of an itemized invoice from the constructing
party showing the amounts and respective allocation of such costs and expenses.
10
06/25/01
(vii) Utility Upsizing - Harmony to Rock Creek. Hewlett-Packard shall pay one
hundred percent (100%) of the costs and expenses pertaining to the upsizing and
oversizing of any dry utilities to be installed within that portion of Cambridge
Avenue which is located upon Parcel 6. The share of the costs and expenses to be
paid by Hewlett-Packard shall be payable within sixty (60) days following the
delivery of an itemized invoice from the constructing party showing the amounts
and respective allocation of such costs and expenses.
(viii) Other Costs - Harmony to Rock Creek. Imago shall pay sixty seven
percent (67%) of the remaining specified costs and expenses of the installation and
construction of that portion of Cambridge Avenue and any required dry utilities and
any underlying water main, located between Harmony Road and the center of the
intersection with Rock Creek Drive. South Harmony shall pay thirteen and one-
half percent (13.50%) of such remaining specified costs and expenses and FC 112
shall pay nineteen and one-half percent (19.50%) of such remaining specified costs
and expenses. To the extent that any of the existing single family properties
immediately adjacent to that portion of Cambridge Avenue are required to pay any
future recovery pertaining to any dry utilities or water main installation, Imago,
South Harmony and FC 112 shall be entitled to receive such recovery proceeds in
direct proportion to the costs and expenses actually paid by such parties for such
installation. The reimbursement of the specified costs and expenses shall be
payable to the constructing party by the non -constructing parties within sixty (60)
days, in the case of FC 112 and South Harmony, and within one hundred eighty
(180) days, in the case of Imago, following the substantial completion of
construction of that portion of Cambridge Avenue. Any contribution or
reimbursements received from the City of Fort Collins in connection with the
construction of Cambridge Avenue shall be paid to the constructing party and
deducted from the total costs and expenses to be shared among the parties.
(ix) Parcel 6 - Sidewalk and Landscaping. Hewlett-Packard shall be responsible
for the costs and expenses relating to the design, installation, construction and
maintenance of any landscaping and sidewalk required by the City of Fort Collins
to be installed in that portion of Parcel 6 located along the western boundary of the
portion of Cambridge Avenue which is located within Parcel 6. All other required
landscaping within any other Parcels shall be installed and maintained by the owner
of such Parcel in conjunction with the development of that Parcel.
(x) Hewlett-Packard Reimbursement. Except as stated within this Section B,
Hewlett-Packard shall not be required to make any additional contribution toward
the costs and expenses related to the installation of Cambridge Avenue, unless
Hewlett-Packard proceeds with such installation prior to installation by Imago,
South Harmony and/or FC 112, in which case, that portion of the cost and expenses
for the construction of Cambridge Avenue which is to be borne by the non -
constructing parties hereunder shall be reimbursed to Hewlett-Packard by such
11
06/25/01
non -constructing parties subject to the terms and conditions of Subsection 2.B.(viii)
above.
C. Rock Creek Drive
(i) Design & Engineering - East of Cambridge. FC112 will proceed with the
design and engineering work necessary for the final design of Rock Creek Drive
extending east from the center of the intersection with Cambridge Avenue to the
easternmost boundary of Parcel 9. The design of that portion of Rock Creek Drive
shall include the water main, sewer main and stormwater drainage pipeline, all to
be installed within the roadway right-of-way. The costs and expenses for design
and engineering pertaining to that portion of Rock Creek Drive, including the water
main, sewer main and stormwater drainage pipeline shall be shared between
Hewlett-Packard, Celestica, Imago, South Harmony and FC 112 as follows.
Imago and FC 112 shall each pay fifty percent (50%) of the design and engineering
costs and expenses pertaining to the roadway for that portion of Rock Creek Drive
extending from the center of the intersection of Cambridge Avenue to the center of
the intersection of Cinquefoil Lane. South Harmony and FC 112 shall each pay
fifty percent (50%) of the design and engineering costs and expenses pertaining to
the roadway for that portion of Rock Creek Drive extending east from the center of
the intersection of Cinquefoil Lane to the point where Rock Creek Drive will be
fully located upon Parcel 9.
FC 112 shall pay one hundred percent (100%) of the design and engineering costs
and expenses pertaining to the water main extending east from Cambridge Avenue,
and the roadway for that portion of Rock Creek Drive extending east from the point
where Rock Creek Drive will be fully located upon Parcel 9 to the easternmost
boundary of Parcel 9. In the event that any other party shall subsequently utilize
the above described water main, such party shall reimburse FC 112 for its
proportionate share of the design and engineering costs and expenses within thirty
(30) days following the delivery of an itemized invoice from FC 112 showing the
amount and respective allocation of such costs and expenses.
Hewlett-Packard, Celestica and, if applicable, Imago shall pay the design and
engineering costs and expenses pertaining to the sewer main located in Rock Creek
Drive between Cambridge Avenue and Cinquefoil Lane in direct proportion to their
projected use of such sewer main. In the event the sewer main in that portion of
Rock Creek Drive will service any other Parcel or Parcels, then each parcel
serviced by such sewer main or storm sewer shall share the installation costs and
expenses in direct proportion to their projected use of the sewer main or storm
sewer, as determined by TST, Inc. in connection with the design thereof In the
event that Imago or any other party ihall subsequently determine to utilize the
above described sewer main, Imago or such third party shall reimburse Hewlett-
Packard and Celestica for its proportionate share of the design and engineering
12
06/25/01
costs and expenses within thirty (30) days following the delivery of an itemized
invoice from Hewlett-Packard showing the amount and respective allocation of
such costs and expenses.
South Harmony shall pay one hundred percent (100%) of the design and
engineering costs and expenses pertaining to the sewer main, if any, located in
Rock Creek Drive in the area immediately adjacent to Parcel 10.
Imago shall pay thirty seven percent (37%) of the design and engineering costs of
the stormwater drainage pipeline to be installed east -of the center of the intersection
of Cambridge Avenue and Rock Creek Drive, and extending to the Fossil Creek
Inlet Ditch, and South Harmony shall pay the remaining sixty three percent (63%)
of such costs and expenses. The stormwater drainage pipeline has been designed to
accommodate the historical stormwater drainage flow from Parcels 2, 3, 4, 5, 6, 8
and 9, and a portion of Parcel 7, and the design thereof has been reviewed and
approved by the engineers for each of the parties utilizing such pipeline.
The share of the design and engineering costs and expenses to be paid by each
party shall be payable within sixty (60) days following the delivery of an itemized
invoice from FC 112 showing the amounts and respective allocation of such costs
and expenses.
(ii) Construction - East of Cambridge. Prior to the development of any other
Parcel, South Harmony, Imago or FC 112 may elect to proceed with the
construction of all or a portion of Rock Creek Drive extending east from the
intersection of Cambridge Avenue. Such construction shall include the installation
of the water main, sewer main and stormwater drainage pipeline in that location.
(iii) Construction Costs - Cambridge to Cinquefoil. Imago and FC 112 shall
each pay fifty percent (50%) of the costs and expenses pertaining to the installation
of the roadway, including sidewalk, curb and gutter and dry utilities for that portion
of Rock Creek Drive extending from the center of the intersection of Cambridge
Avenue to the center of the intersection of Cinquefoil Lane. Imago's share of such
costs and expenses shall be payable subject to the terms and conditions of Section 3
of this Agreement. The costs and expenses to be reimbursed by Imago shall be
advanced by South Harmony and FC 112 with South Harmony to advance forty
one percent (41%) of such costs and expenses, and FC 112 to advance fifty nine
percent (59%) of such costs and expenses. In the event such construction is
undertaken by FC 112, South Harmony's share of the costs and expenses shall be
reimbursed sixty (60) days following the substantial completion of construction of
that portion of Rock Creek Drive.
FC 112 shall pay one hundred percent (100%) of the costs and expenses pertaining
to the installation of the water main between Cambridge Avenue and Cinquefoil
Lane. In the event that any other party shall subsequently utilize the above
described water main, such party shall reimburse FC 112 for its proportionate share
13
06/25/01
of the construction and installation costs and expenses within thirty (30) days
following the delivery of an itemized invoice from FC 112 showing the amount and
respective allocation of such costs and expenses.
Hewlett-Packard, Celestica and, if applicable, Imago shall pay one hundred percent
(100%) of the costs and expenses pertaining to the installation of the sewer main
between Cambridge Avenue and Cinquefoil Lane in direct proportion to their
projected use of such sewer main, as determined by TST, Inc. in connection with
the design thereof. The share of the construction and installation costs and
expenses pertaining to the sewer main installation to be paid by each party shall be
payable within sixty (60) days following the delivery of an itemized invoice from
FC 112 showing the amounts and respective allocation of such costs and expenses.
In the event that subsequent to the installation Imago shall determine to utilize the
above described sewer main, Imago shall reimburse Hewlett-Packard and Celestica
for its proportionate share of the construction and installation costs and expenses
within thirty (30) days following the delivery of an itemized invoice from Hewlett-
Packard showing the amount and respective allocation of such costs and expenses.
(iv) Construction Costs - East of Cinquefoil. South Harmony and FC 112 shall
each pay fifty percent (50%) of the costs and expenses pertaining to the installation
of the roadway, and dry utilities, if any; for that portion of Rock Creek Drive
extending east from the center of the intersection of Cinquefoil Lane to the point
where Rock Creek Drive will be fully located upon Parcel 9. FC 112 shall each pay
one hundred percent (100%) of the construction and installation costs and expenses
pertaining to the roadway for that portion of Rock Creek Drive extending east from
the point where Rock Creek Drive will be fully located upon Parcel 9 to the
easternmost boundary of Parcel 9. South Harmony shall pay one hundred percent
(100%) of the costs and expenses pertaining to the installation of the sewer main
within Rock Creek Drive in the area immediately adjacent to Parcel 10, if any. FC
112 shall pay one hundred percent (100%) of the costs and expenses pertaining to
the installation of the water main between Cinquefoil Lane to the easternmost
boundary of Parcel 9. The share of the costs and expenses to be paid by South
Harmony shall be reimbursed by South Harmony within sixty (60) days following
the delivery of an itemized invoice from the constructing party showing the
amounts and respective allocation of such costs and expenses. In the event that any
other party shall subsequently utilize the above described water main, such party
shall reimburse FC 112 for its proportionate share of the construction and
installation costs and expenses within thirty (30) days following the delivery of an
itemized invoice from FC 112 showing the amount and respective allocation of
such costs and expenses.
(v) Construction Costs - Stormwater Drainage Pipeline - East of Cambridge.
Imago shall pay thirty seven percent (37%) of the installation costs of the
stormwater drainage pipeline to be installed east of the center of the intersection of
Cambridge Avenue and Rock Creek Drive, and extending to the Fossil Creek Inlet
Ditch, and South Harmony shall pay the remaining sixty three percent (63%) of
14
06/25/01
such specified costs and expenses. The share of the costs and expenses to be paid
by each party for the installation of the stormwater drainage pipeline shall be
payable within thirty (30) days following the delivery of an itemized invoice from
the constructing party showing the amounts and respective allocation of such costs
and expenses. Each such invoice shall be supported by a copy of the detailed
invoice paid to the vendor supplying the labor or materials for which the parties are
responsible.
(vi) Design and Construction - Ziegler to Cambridge. If required for the
development of Parcels 8, 9 and/or 10, South Harmony and/or FC 112 may proceed
with the design, engineering and construction necessary for the final design and
installation of the full width of Rock Creek Drive extending west from the center of
the intersection with Cambridge Avenue to the intersection with Ziegler Road. The
design and engineering of the above described portion of Rock Creek Drive shall
include the water main and dry utilities required to be installed within the roadway
right-of-way, and shall be subject to the review and approval of Hewlett-Packard's
civil engineer, which review and approval shall not be unreasonably withheld or
delayed. The design and engineering shall also include the storm sewer required to
be installed within the roadway right-of-way between Technology Parkway and
Cambridge Avenue in order to provide future service to Parcel 5.
In the event that South Harmony and/or FC 112 proceeds with such installation, the
portion of the costs and expenses pertaining to the design, engineering, installation
and construction of any water main, sewer main and dry utilities installed on behalf
of Hewlett-Packard, and not required by the City of Fort Collins to otherwise then
be installed, shall be reimbursed by Hewlett-Packard within sixty (60) days
following the delivery of an itemized invoice from the constructing party showing
the amounts and respective allocation of such costs and expenses.
In the event that South Harmony and/or FC 112 proceeds with such installation, the
portion of the costs and expenses pertaining to the design, engineering, installation
and construction of the storm sewer extending from the intersection with
Technology Parkway to Cambridge Avenue, shall be reimbursed by Celestica
within sixty (60) days following the delivery of an itemized invoice from the
constructing party showing the amounts and respective allocation of such costs and
expenses.
The costs and expenses pertaining to the design, engineering, installation and
construction of the above described portion of Rock Creek Drive which are not
otherwise reimbursed by the City or other parties within sixty (60) days following
completion of such improvements shall be advanced by South Harmony and FC
112, with South Harmony to advance forty one percent (41%) of such costs and
expenses, and FC 112 to advance frfty nine percent (59%) of such costs and
expenses. In the event such construction is undertaken by FC 112, South
Harmony's share of the costs and expenses shall be reimbursed sixty (60) days
following the substantial completion of construction of that portion of Rock Creek
15
06/25/01
Drive. Hewlett-Packard shall reimburse the portion of such costs and expenses
which are not reimbursed by the City of Fort Collins with respect to the northern
one-half of the eventual full width of that portion of Rock Creek Drive. Such
reimbursement will occur upon the earlier to occur of the connection of Technology
Parkway or any other roadway to Rock Creek Drive west of Cambridge Avenue
(provided such connection is required as a result of any development within Parcel
6), or the further development of Parcel 6 adjacent to Rock Creek Drive (excluding
construction of the currently proposed stormwater detention area. Such
reimbursement shall be subject to the terms and conditions of Section 3 of this
Agreement.
Any contribution or reimbursements received from the City of Fort Collins or any
other parties in connection with the construction of Rock Creek Drive shall be paid
to the constructing party and deducted from the total costs and expenses to be
shared among the parties.
D. Cinquefoil Lane
(i) Design & Engineering - Harmony to Rock Creek. South Harmony and
Imago will proceed with the design and engineering work necessary for the final
design of Cinquefoil Lane extending from and including the intersection with
Harmony Road to the center of the intersection with Rock Creek Drive. Such
design and engineering shall include any required acceleration and/or deceleration
lanes along Harmony Road. The design of Cinquefoil Lane from Harmony Road to
Rock Creek Drive shall also include the water main and sewer main to be installed
within the roadway right-of-way. The costs and expenses for design and
engineering pertaining to that portion of Cinquefoil Lane, including the water main
and sewer main, shall be shared between Imago and South Harmony as follows.
Imago shall pay one hundred percent (100%) of the design and engineering costs
and expenses pertaining to the Harmony Road/ Cinquefoil Lane intersection
including the acceleration and deceleration lanes, one hundred percent (100%) of
the costs and expenses of the sewer main extending north of Tamien Way, fifty
percent (50%) of the costs and expenses for the sewer main extending from Rock
Creek Drive to Tamien Way, and one hundred percent (100%) of the design and
engineering costs and expenses for that portion of Cinquefoil Lane extending from
the northernmost boundary of Parcel 10 to the southern boundary of Harmony
Road. South Harmony shall pay one hundred percent (100%) of the design and
engineering costs and expenses relating to that portion of Cinquefoil Lane
extending from the northernmost boundary of Parcel 10 to the center of the
intersection of Rock Creek Drive, and fifty percent (50%) of the costs and expenses
for the sewer main extending from Tamien Way to Rock Creek Drive. The share of
the design and engineering costs and expenses to be paid by each party shall be
payable within thirty (30) days following the delivery of an itemized invoice from
FC 112 or South Harmony showing the amounts and respective allocation of such
costs and expenses.
16
06/25/01
(ii) Construction Costs - Harmony to Rock Creek. Prior to the development of
any other Parcel, South Harmony, Imago or FC 112 may elect to proceed with the
construction of all or a portion of Cinquefoil Lane as described above. Such
construction shall include the installation of the water main and sewer main and dry
utilities in that location. The costs and expenses for the installation of that portion
of Cinquefoil Lane, including, but not limited to, materials, installation and
construction expenses, shall be shared between South Harmony and Imago as
follows. Imago shall pay one hundred percent (100%) of the costs and expenses
pertaining to the installation of that portion of Cinquefoil Lane extending from
Harmony Road to the northernmost boundary of Parcel 10. Imago shall also pay
one hundred percent (100%) of the costs and expenses pertaining to the installation
of the sewer main extending north of Tamien Way, and fifty percent (50%) of the
costs and expenses for the sewer main extending from Rock Creek Drive to Tamien
Way. South Harmony shall pay fifty percent (50%) of the costs and expenses for
the sewer main extending from Tamien Way to Rock Creek Drive. Imago and
South Harmony shall each pay fifty percent (50%) of the costs and expenses
pertaining to the installation of that portion of Cinquefoil Lane extending from the
northernmost boundary of Parcel 10 to the intersection of Rock Creek Drive. To the
extent that the sewer main requires any upsizing or oversizing in order to
accommodate the future development of Parcels 1, 2, 3, and/or 4, Imago shall pay
such costs and expenses within thirty (30) days following the delivery of an
itemized invoice from the constructing party showing the amounts and respective
allocation of such costs and expenses. The non -constructing party's share of the
remaining specified costs and expenses shall be payable by such non -constructing
party subject to the terms and conditions of Section 3 of this Agreement.
In the event that subsequent to the installation South Harmony shall determine to
utilize the above described sewer main, South Harmony shall reimburse Imago for
its proportionate share of the construction and installation costs and expenses
within thirty (30) days following the delivery of an itemized invoice from Imago
showing the amount and respective allocation of such costs and expenses.
In the event of the recovery of any portion of the costs and expenses of Cinquefoil
Lane from the property owner immediately north of Parcel 1, such recovery shall
be- payable to the constructing party.
E. Stormwater Drainage
(i) Imago, Hewlett-Packard and South Harmony shall share equally in the costs
and expenses associated with obtaining an engineering study of the stormwater
drainage needs and requirements for Parcels 2, 3, 4, 5, 6, 8, 9 and 10, and a portion
of Parcel 7. The consultants and engineers retained to perform such study shall
coordinate their efforts and evaluations with Hewlett-Packard and their consultants
and engineers.
17
06/25/01
(ii) Each of the affected parties agrees, in connection with the development of their
Parcel or Parcels, to detain developed stormwater runoff on their Parcel or Parcels,
to be released at historical flow rates, approved by the City of Fort Collins, over or
through the stormwater drainage pipeline easement granted to them, if any, as
described above. To the extent additional onsite piping or construction is required
for any party to achieve historical flows from their Parcel or Parcels over or
through the stormwater drainage pipeline, each party will bear their own costs and
expenses for such additional onsite piping or construction.
(iii) It is the understanding of the parties that the ongoing maintenance and repair
of the stormwater drainage pipeline will be undertaken by the City of Fort Collins.
F. ODP Filing/Amendment.
(i) On September 21, 2000, the City of Fort Collins approved an Overall
Development Plan affecting Parcels 1, 2, 3, 4, 5, 6 and 10. The single ODP amends
existing ODP's on some or all of those Parcels. The amendment to the prior ODP
for Parcels 5 and 6 addresses the issue of the release of historic stormwater
drainage from Parcels 5 and 6, the clarification of the alignment of Cambridge
Avenue and the location of possible future access points along such roadway, and
the transfer of the existing allowance for thirty (30) acres of residential secondary
uses as permitted by the standards and guidelines of the Harmony Corridor District,
and as described in Section 1.B.(v) above, and clarifies Celestica's and Hewlett-
Packard's rights to utilize the stormwater drainage pipeline for the drainage of
historical stormwater flow as provided in Sections 1.A.(v) and 1.1) (vi) above. Any
fiiture ODP revisions or amendments relating to any Parcel hereunder shall not
alter any right, duty or obligation set forth in this Agreement, or in the ODP
amendment described in this paragraph without the prior written consent of the
parties affected thereby. Neither Celestica nor Hewlett-Packard shall incur any cost
or expense in connection with the above described amendment of the Parcel 5 and
Parcel 6 ODP. Imago and South Harmony shall each pay fifty percent (50%) of the
expenses of the single ODP filing, including the Parcel 6 amendment.
(ii) Nothing in this Agreement shall be construed to prevent or preclude any future
revision or amendment to the ODP relating to any of Parcels 1, 2, 3, 4, 5, 6 or 10,
provided that such future or additional revision shall not impair or adversely affect
any of the rights of any of the parties to the ODP revision described herein.
G. Utility Lines.
(i) Except as may be specifically described within this Agreement, each party shall
bear the costs and expenses of the construction and installation of dry utility lines
across their respective Parcel(s). Prior to the development of any such Parcel(s), ,
18����`
06/25/01
other parties to this Agreement may elect to proceed with the construction and
installation of the dry utility lines across such non -developing Parcel(s). In such
event, the costs and expenses for that portion of the dry utility lines to be
constructed upon the non -developing Parcel(s) and otherwise necessary to service
such Parcel(s) shall be payable by the owner thereof subject to the terms and
conditions of Section 3 of this Agreement. The specific size, area and location of
such utility line easement shall be determined by the utility provider with the
approval of the Parcel owner, which approval shall not be unreasonably withheld.
To the extent possible, the parties will locate such utility lines within otherwise
dedicated roadway rights -of -way. Any such construction shall not disturb the
owner's present or intended use and activities on its property. Furthermore, any
party installing any improvements or otherwise performing any work on the
property of another shall be responsible for defending and indemnifying the owner
for any and all liens, claims, damages or injury relating to such work, and must
certify compaction of any excavation or trenches to the reasonable satisfaction of
owner. Any such utilities shall be of sufficient size and capacity to serve the
property upon which they are built, and shall include "stub -outs" to serve such
property in locations agreed upon by the property owner. The costs and expenses
relating to the design and installation of any stub -outs shall be paid by the owner of
the Parcel serviced by such stub -out within sixty (60) days following the delivery
of an itemized invoice from the constructing party showing the amounts and
respective allocation of such costs and expenses.
GO To the extent that any dry utility installation requires any upsizing or
oversizing in order to service any Parcel, the owner of such Parcel shall be
responsible for the payment of any costs and expenses relating to such upsizing or
oversizing within sixty (60) days following the delivery of an itemized invoice
from the constructing party showing the amounts and respective allocation of such
costs and expenses. For the purposes of this Agreement, the "upsizing or
oversizing" of any utility line upon any Parcel shall mean an increase in the size of
such line over the minimum line size which would have been required by the utility
service provider in order to serve such Parcel.
(iii) To the extent that any utility provider pays a reimbursement for the
construction and installation of any utility line, such reimbursement shall be
payable to the party or parties who paid for such installation in direct proportion to
each party's actual payment. To the extent possible, the parties will attempt to
locate such utility lines within otherwise dedicated roadway rights -of -way.
H. Water Mains.
(i) Pursuant to the terms of a separate agreement with the City of Fort Collins,
Hewlett-Packard is required to extend an existing water main, which is located on
the northern side of Harmony Road, in an easterly direction to the approximate
location of the intersection with Cinquefoil Lane. In the event that any party to this
/0�
19 f[
06rzsim
G. Trust is the owner of those certain parcels of land identified as Parcel 9 and
Parcel 10 on Exhibit A, and as more particularly described in Exhibits F-1 and
F-2 attached hereto and incorporated herein by this reference.
H. FC 112 is the holder of certain contractual rights to purchase Parcel 8 from
H.H. Investment, and Parcel 9 from Trust.
I. South Harmony is the holder of certain contractual rights to purchase Parcel
10 from Trust.
I. By entering into this Agreement, the parties wish to collectively address and
coordinate the resolution of certain issues pertaining to the existing, proposed
and fature development and operation of the various parcels in a mutually
beneficial manner, and to further set forth the terms of their agreement with
respect to the reimbursement of various costs and expenses pertaining to the
installation of certain public and private improvements relating thereto.
NOW, THEREFORE, in consideration of, and in reliance upon, the mutual
promises, covenants and agreements set forth herein, each of the parties hereby
agrees as follows:
1. LAND DEDICATION
A. Imago Dedications
(i) Imago agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the eastern one-half of Cambridge Avenue along the
westernmost boundary of Parcel 2, Parcel 3 and Parcel 4, the specific size and
location of such roadway right-of-way to be determined by TST, Inc. with the
approval of Imago and the City of Fort Collins.
(ii) Imago agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the northern one-half of Rock Creek Drive between
'Cambridge Avenue and Cinquefoil Lane, to be located approximately along the
southernmost boundary of Parcel 2, the specific size and location of such roadway
right-of-way to be determined by TST, Inc. with the approval of Imago and the
City of Fort Collins.
(iii) Imago agrees to dedicate a stormwater drainage easement for the construction,
maintenance and operation of stormwater pipeline and related drainage facilities
sufficient to accommodate the historical stormwater drainage flow from Parcels 2,
3, 4, 5, 6, 8 and 9, and a portion of Parcel 7. Such easement shall be located within
the Rock Creek Drive right-of-way along the southernmost portion of Parcel 2, the
2
0&25roi
Agreement shall undertake such installation prior to Hewlett-Packard, Hewlett-
Packard shall reimburse the costs and expenses incurred by such party in
connection therewith. Such costs and expenses shall be reimbursed by Hewlett-
Packard within sixty (60) days following the delivery to Hewlett-Packard of
itemized invoices relating to such installation.
As of the date of this Agreement, it is the understanding of the parties that the costs
and expenses associated with the construction and installation of horizontal bores
underneath Harmony Road at the approximate locations of Cambridge Avenue
and/or Cinquefoil Lane in order to accommodate water service to any or all of the
Parcels shall be borne by the City of Fort Collins. To the extent not provided or
reimbursed by the City, the costs and expenses relating to the horizontal bore, and
the installation of water main pipe underneath Harmony Road to the connection
with Cambridge Avenue, including the connection with the water main on the north
side of Harmony Road, shall be shared among Hewlett-Packard, Imago, South
Harmony and FC 112 in the same proportion that such entity's Parcel(s) bears to the
total of all Parcels to be served by such water main connection as determined by
J.R. Engineering in connection with the design thereof. Such costs and expenses
shall be reimbursed by the non -constructing party's within sixty (60) days following
the delivery of itemized invoices relating to such installation to such party.
Nothing contained within this Agreement shall be construed in any manner to
impose any other costs or expenses pertaining to such horizontal bore upon any
party hereto.
(ii) FC 112, Imago, Hewlett-Packard or South Harmony may install a water main
loop from Harmony Road in such a design, capacity and manner, and in such a
location, that said water main loop may also be used to service Parcels 8 and 9 in
accordance with the then applicable requirements of the City of Fort Collins for the
provision of water service to the affected Parcels. To the extent that the water main
may require "up -sizing" to accommodate the development of Parcels 8 and/or 9 the
costs and expenses of such up -sizing shall be borne by FC 112.
(iii) Provided South Harmony proceeds with the installation of the water main in
the area of Tamien Way, such installation shall occur in such a manner as to
minimize any interference with the farm tenant occupying Parcels 2 and 4. To the
extent that any crops are destroyed as a result of such installation by South
Harmony, South Harmony shall reimburse the farmer for the fair market value of
the destroyed crops.
(iv) Except as otherwise specified within this Agreement, to the extent that any
party hereto is required to proceed with the installation of any water lines in order
to accomplish the development of their Parcel, the costs and expenses for that
portion of the water lines to be constructed upon the non -developing Parcel(s) and
otherwise necessary to service such Parcel(s) shall be payable by the owner thereof
subject to the terms and conditions of a Section 3 of this Agreement. Any such
construction shall not disturb the owner's present or intended use and activities on
RE
06/25/01
its property. Furthermore, any party installing any improvements or otherwise
performing any work on the property of another shall be responsible for defending
and indemnifying the owner for any and all liens, claims, damages or injury
relating to such work, and must certify compaction of any excavation or trenches to
the reasonable satisfaction of owner. The specific size, area and location of such
water main shall be determined with the approval of the Parcel owner, which
approval shall not be unreasonably withheld. To the extent possible, the parties
will locate such water mains lines within otherwise dedicated roadway rights -of -
way. Any such water lines shall be of sufficient size and capacity to serve the
property upon which they are built, and shall include "stub -outs" to serve such
property in locations agreed upon by the property owner. The costs and expenses
relating to the design and installation of any stub -outs shall be paid by the owner of
the Parcel serviced by such stub -out within sixty (60) days following the delivery
of an itemized invoice from the constructing party showing the amounts and
respective allocation of such costs and expenses.
(v) To the extent that any water main installation requires any upsizing or
oversizing in order to service any Parcel, the owner of such Parcel shall be
responsible for the payment of any costs and expenses relating to such upsizing or
oversizing within sixty (60) days following the delivery of an itemized invoice
from the constructing party showing the amounts and respective allocation of such
costs and expenses. For the purposes of this Agreement, the "upsizing or
oversizing" of any water main upon any Parcel shall mean an increase in the size of
such water main over the minimum water main size which would have been
required by the water service provider in order to serve such Parcel.
I. Sewer Main
(i) Prior to or concurrently with the development of the Willow Brook
subdivision, Hewlett-Packard, Imago, South Harmony and/or FC 112 may elect to
proceed with the installation and construction of the sewer main extending from the
current point of service in Kechter Road (County Road 36) to Rock Creek Drive.
The parties acknowledge that the installation of such sewer main is required as a
condition of any further development of Parcels 5, 6, 8, 9 and 10. The above
described sewer main shall be installed within the roadway right-of-way for
Cinquefoil Lane, and shall be of sufficient design, capacity and construction to
provide sewer service to Parcels 1, 2, 3, 4, 5, 6, 8, 9 and 10. The sewer main shall
also be extended approximately 1,160 feet west of the intersection with Cinquefoil
Lane and along Kechter Road to the point of intersection with existing sewer
service. Except as specifically provided within this Section 2.I, FC 112 shall be
responsible for the costs and expenses relating to the design, engineering,
installation and construction of the sewer main necessary to service Parcels 8 and 9.
To the extent that the foregoing sewer main installation requires any upsizing or
oversizing in order to service any Parcels other than Parcels 8 and 9, and such
upsizing or oversizing costs are not immediately reimbursed by the South Fort
21
06/25/01
Collins Sanitation District, the owner of the Parcel requiring the upsizing or
oversizing, as determined by TST, Inc. in connection with the design of the sewer
main, shall be responsible for the payment of any and all costs and expenses
relating to such upsizing or oversizing, including, without limitation, the design,
engineering and construction thereof, within sixty (60) days following the delivery
of an itemized invoice from FC 112 showing the amounts and respective allocation
of such costs and expenses.
(ii) To the extent that any party hereto is required to proceed with the installation
of the sewer line described in Section I.(i) above in order to accomplish the
development of their Parcel(s), the costs and expenses for that portion of the sewer
lines to be constructed upon the non -developing Parcel(s) and otherwise necessary
to service such Parcel(s) shall be payable by the owner thereof subject to the terms
and conditions of Section 3 of this Agreement. In such event, FC 112 shall only be
responsible for the reimbursement relating to the sewer main otherwise required to
service Parcels 8 and 9. Any additional amounts resulting from the upsizing or
oversizing of such lines shall be paid by the owner of the Parcel(s) requiring such
upsizing or oversizing.
(iii) To the extent the South Fort Collins Sanitation District or any adjoining
property owner subsequently pays a reimbursement for any portion of the sewer
main, such reimbursement shall be payable to the party or parties who paid for such
installation in direct proportion to each party's actual payment.
(iv) To the extent that any portion of the sewer main installation requires any
upsizing or oversizing in order to service the projected use of the sewer main by
any Parcel, as determined by TST, Inc. in connection with the design thereof, and
such upsizing or oversizing costs are not reimbursed by the South Fort Collins
Sanitation District, the owner of such Parcel shall be responsible for the payment of
any costs and expenses relating to such upsizing or oversizing within sixty (60)
days following the delivery of an itemized invoice from the constructing party
showing the amounts and respective allocation of such costs and expenses. For the
purposes of this Agreement, the "upsizing or oversizing" of any sewer main upon
any Parcel shall mean an increase in the size of such sewer main over the minimum
sewer main size which would have otherwise been required by the sewer service
provider in order to serve such Parcel.
(v) Except as otherwise specified within this Agreement, to the extent that any
party hereto is required to proceed with the installation of any sewer mains in order
to accomplish the development of their Parcel, the costs and expenses for that
portion of the sewer mains to be constructed upon the non -developing Parcel(s) and
otherwise necessary to service such. Parcel(s) shall be payable by the owner thereof
subject to the terms and conditions of a Section 3 of this Agreement. Any such
construction shall not disturb the owner's present or intended use and activities on
its property. Furthermore, any party installing any improvements or otherwise
performing any work on the property of another shall be responsible for defending
22
06/25/01
and indemnifying the owner for any and all liens, claims, damages or injury
relating to such work, and must certify compaction of any excavation or trenches to
the reasonable satisfaction of owner. The specific size, area and location of such
sewer mains shall be determined with the approval of the Parcel owner, which
approval shall not be unreasonably withheld. To the extent possible, the parties
will locate such sewer mains within otherwise dedicated roadway rights -of -way.
Any such sewer lines shall be of sufficient size and capacity to serve the property
upon which they are built, and shall include "stub -outs" to serve such property in
locations agreed upon by the property owner. The costs and expenses relating to
the design and installation of any stub -outs shall be paid by the owner of the Parcel
serviced by such stub -out within sixty (60) days following the delivery of an
itemized invoice from the constructing party showing the amounts and respective
allocation of such costs and expenses.
(vi) Each party to this Agreement is hereby advised that the South Fort Collins
Sanitation District may elect to impose a surcharge upon each party which connects
to its sewer system, in addition to other typical tap fees and/or connection charges.
The nature and extent of the potential surcharge, if any, is unknown as of the date
of this Agreement. In the event such a surcharge is imposed, each party shall be
responsible for the payment thereof in connection with their own Parcel(s).
J. Dolly Varden Drive
If required for the development of Parcel 10, South Harmony will proceed with the
design, engineering and construction necessary for the final design and installation
of extending along the northern boundary of Parcel 10 and the southern boundary
of Parcel 1 from the intersection with Cinquefoil Lane. The design of Dolly
Varden Drive shall include the water main and sewer main to be installed within
the roadway right-of-way, and shall fiirther include "stub -outs" for such mains at
locations reasonably acceptable to Imago. In the event that South Harmony
proceeds with such installation, the costs and expenses for design, engineering,
construction and installation pertaining to Dolly Varden Drive, including the water
main, sewer main and stub -outs for such mains, shall be advanced by South
Harmony and shall be reimbursed by Imago subject to the terms and conditions of
Section 3 of this Agreement.
K. Public Improvement Warranties
To the extent that the City of Fort Collins or utility provider requires that any
public improvements which are installed pursuant to this Agreement be subject to a
public improvements warranty, the costs associated with providing any such
warranty work shall be shared among the parties who contributed to such work, in
direct proportion to such required contribution. In the event that any public
improvements warranty is required to be supported by a financial security, such
23
0625101
warranty shall be supported by a development bond, surety bond or performance
bond acceptable to the City of Fort Collins or utility provider in accordance with
their development guidelines. It is understood and agreed by the parties that the
costs and expenses associated with the construction and installation of any of the
improvements hereunder shall include the costs for any required bond and all
necessary inspection fees, and any charge by the contractor or subcontractor
performing such work for any extended or additional warranty which may be
necessary to coincide with the required warranty period for such improvements.
Payment of any required warranty related costs and expenses which are not covered
by the bond or the contractor/subcontractor warranty shall be made within sixty
(60) days following the delivery of an itemized invoice from the repairing party
showing the amounts and respective allocation of such costs and expenses.
L. Design and Engineering
(i) The design and engineering of all water mains, sewer mains, storm sewers and
dry utilities provided for within this Agreement shall include "stub -outs" intended
to provide access to such improvements to adjacent Parcels. The location of such
stub -outs shall be based upon the anticipated development of the Parcel to be
served thereby, and shall be subject to the reasonable review and approval of the
party owning such Parcel.
(ii) To the extent that any party hereunder is obligated to share in the costs and
expenses relating to the design and engineering for any improvements, such party
shall be entitled to the review and approval of the consultant contract as well as the
design and engineering drawings for such improvement, which such review and
approval shall not be unreasonably withheld or delayed.
(iii) The review of the consultant contract and the design and engineering drawings
of any improvement by any party shall be completed no later than fourteen (14)
days following the delivery of such items to that party. The approval of the
consultant contract and the design and engineering drawings by any party shall not
be unreasonably withheld or delayed. Unless a reviewing party shall deliver a
specific written objection to either the consultant or the design and engineering
drawings within the fourteen (14) day period described above, such party shall be
deemed to have affirmatively approved such consultant contract and such drawings
as the case may be.
M. Construction Contracts and Budgets.
(i) Budgets. No less than thirty (30) days prior to commencement of any
improvement covered by this Agreement, the party constructing any such
improvement ("Constructing Party") shall submit to the other Parties sharing in the
costs of such improvement under this Agreement ("Non -constructing Parties"), a
budget for constructing that improvement, which shall include copies of any
24
06/25/01
supporting bid(s) or contract(s). The budget for the improvement shall be derived
from a competitive bid process and may include standard contingencies not to
exceed ten percent (10%) of the cost of the improvement. When possible, the
Constructing Party shall obtain at least two bids for the work of the improvement(s)
for which the costs and expenses will be shared by other parties. Unless the design
for a particular improvement is substantially altered as a result of a subsequent
design revision, the Constructing Party shall not be required to obtain new bids for
such improvement. It is further understood that the bids for a particular
improvement may be included as a part of a larger bid for the entire scope of work
to be undertaken by the Constructing Party, and that the bid which is accepted may
be based upon the entire scope of work. To the extent that a selected bid exceeds
the lowest priced bid by ten percent (10%) or more, the Constructing Party shall
also provide a brief written explanation as to why the least expensive bid was not
accepted.
Within fifteen days after the receipt of a budget, the Non -constructing Parties shall
notify the Constructing Party in writing of any reasonable objection they may have
to the amounts in the budget. The Parties shall use their best, good faith efforts to
resolve any objections. However, if such objections are not resolved within fifteen
days after the Constructing Party's receipt of such objection, the Constructing Party
may proceed with construction of the improvement so as to not delay progress and
completion of their project(s). Thereafter, if the Parties are unable to resolve the
remaining objections, the Non -constructing Parties shall timely pay all undisputed
amounts and the arbitration provisions of Section 6 of this Agreement shall apply
as to any disputed amounts.
In the event that the cost budget includes increased costs and expenses due to the
scheduled construction period occurring during a period typically considered
unseasonable for such construction, or the construction occurring on an expedited
basis not otherwise required by the City, the additional costs and expenses shall be
borne by the party requiring that the work be performed during such period, or
upon the accelerated schedule, and shall not be allocated among the remaining
parties otherwise obligated to share the costs of such improvements. This provision
shall not apply to unanticipated delays caused by weather conditions, or any
accelerated schedule required by the City.
(ii) Costs Exceeding Budget. The Constructing Party shall immediately notify
the Non -constructing Parties if the costs of constructing an improvement will
exceed the budget by more than five percent (5%). In such case, the Non -
constructing Parties may object in writing within ten (10) days to such excess costs,
and the Parties shall use their best, good faith efforts to resolve any such objections.
If the Parties are unable to resolve all such objections within twenty (20) days of
the Constructing Party's receipt thereof, the arbitration provisions of Section 6 of
this Agreement shall apply as to such disputed amounts. Construction of the
improvement may continue regardless of the existence of any such dispute. All
costs contained in the approved budget plus any actual cost overruns up to five
25
06/25ro1 %
percent (5%) shall be timely paid by the Parties regardless of any dispute
concerning other excess costs.
(iii) Failure to Submit Budgets, or Provide Notice of Excess Costs. The
Constructing Party's failure to timely submit budgets, or failure to timely notify the
Non -constructing Parties of costs in excess of five percent (5%) over budgets, shall
not constitute a forfeiture of the Constructing Party's right to reimbursement for
reasonable costs of construction of the improvement(s).
N. Temporary Improvements.
In the event that any party shall install an improvement of a temporary nature, the
costs and expenses pertaining to such installation shall not be subject to the cost
sharing and reimbursement provisions of this Agreement. However, if any portion
of the temporary improvement is thereafter incorporated within the final,
permanent improvement, the portion of the temporary improvement so utilized
shall be subject to the cost sharing and reimbursement provisions hereof.
O. Construction Standards.
The construction and installation of any and all of the improvements provided for
within this Agreement shall occur in accordance with generally accepted
construction techniques, and shall comply with the approved engineering design
and drawings relating thereto. In the event that any improvement or related
appurtenances subsequently need to be relocated, adjusted or repaired as a result of
the failure to construct or install such improvement in conformance with the
approved engineering design and drawings, the party constructing and installing
such improvement shall be responsible for the costs and expenses pertaining to the
relocation, adjustment or repair. The party constructing or installing any
improvement upon the property of another party shall obtain certification of the
proper compaction of any excavation or trenches to the reasonable satisfaction of
the owner of the property.
P. Legal Fees.
Within thirty (30) days following the execution of this Agreement, Imago shall pay
South Harmony the amount of five thousand dollars ($5,000.00) in partial
reimbursement of the legal fees incurred by South Harmony with respect to the
drafting and preparation of this Agreement.
26
06/25/01
3. REIMBURSEMENTS.
(i) The party constructing and installing any of the specified improvements which
are subject to a reimbursement hereunder shall notify each party responsible for the
payment of any reimbursement with respect to such improvements of the principal
amount of the reimbursement due from such party as soon as practical following
the determination of the actual costs and expenses relating thereto, including any
interest charges imposed by the contractor or subcontractor performing the work.
Any interest charges imposed as a result of any party's failure to make a timely
reimbursement or other payment hereunder shall be the responsibility of such party.
The foregoing reimbursement notice shall be supported by periodic itemized
invoices from the constructing party showing the amounts of the costs and
expenses associated with the improvements, and a respective allocation of such
costs and expenses.
(ii) Except as otherwise specifically provided for within this Agreement, any
reimbursement due under the terms of this Agreement shall be payable by the
responsible party upon the connection with the improvement to be reimbursed, or
as their respective Parcels are developed, and prior to such properties obtaining a
building permit or gaining direct access to the respective improvements. The party
to whom such reimbursement is due and payable may seek and obtain the necessary
injunctive relief from a court of appropriate jurisdiction in order to prevent and
preclude the party responsible for the payment of such reimbursement from
obtaining building permits or connecting to the aforementioned improvement until
such time as the reimbursement has been paid in full.'
(iii) The amount of any reimbursement due under the terms of this Agreement shall
be increased by an adjustment for inflation based upon the construction cost index
for Denver, Colorado as published monthly by the "Engineering News Record". In
no case shall the reimbursement amount be less than the reimbursing party's
proportionate share of the original costs and expenses for such improvement, as
evidenced by the cost submittal by the constructing party. The adjustment shall
accrue from the earlier of the date the reimbursement is otherwise due, or the date
of the substantial completion of construction of the subject improvement and shall
be calculated through and including the date of payment of the reimbursement
amount. For the purposes of this Agreement, "substantial completion of
construction" shall mean the date upon which the construction of the subject
improvement has been completed in substantial compliance with the requirements
of the City of Fort Collins, or the utility provider, as may be appropriate.
(iv) To the extent that the City of Fort Collins or any third party shall reimburse a
portion of the costs and expenses relating to any of the improvements described in
this Agreement, such reimbursement shall be paid to the party constructing such
improvement and shall be applied as a reduction to the overall costs and expenses
to be allocated hereunder. In the event that any such reimbursement is paid to the
constructing party after the non -constructing parties have paid their proportionate
27
06/25/01
share of the costs and expenses relating to that improvement, such non -constructing
party will be refunded the proportionate share, if any, of such reimbursement.
(v) The provisions of this Agreement relating to the payment of reimbursements
shall continue in full force an effect until such time as the reimbursements due
hereunder have been paid in full. The promises and covenants contained within
this Section 3 shall constitute a covenant running with the land with respect to the
various Parcels described in this Agreement. Upon the appropriate reimbursement
being paid in full, the constructing party, and any other remaining parties hereto,
shall execute such documentation as non -constructing party may deem proper and
necessary in order to release the obligation to pay such reimbursement under this
Agreement. The execution of the release documentation by the constructing party
shall confirm that the required payment or reimbursement has been made, and the
remaining parties may rely thereon.
In the alternative, a party may elect to obtain the release of any obligation under
this Agreement by; (a) depositing into escrow one hundred ten percent (110%) of
the amount of that party's budgeted payment of reimbursement for a particular
improvement. Such funds are to be placed with an independent escrow provider,
reasonably acceptable to the constructing party, to be disbursed to the constructing
party upon the satisfaction of the improvement construction requirements and
related obligations contained in this Agreement. Any funds remaining after the
disbursement to the constructing party shall be returned to the party making the
deposit; or (b) providing the constructing party with a letter of credit or surety bond
reasonably acceptable to the constricting party, in an amount equal to one hundred
ten percent (110%) of the amount of that party's anticipated reimbursement for a
particular improvement as referenced in the budget for such improvement. Any
funds remaining after the disbursement to the constructing party shall be returned
to the non -constructing party making such payment. The amount owing by the
non -constructing party shall be disbursed from the funds represented by the letter
of credit or surety bond, and shall be disbursed to the constructing party upon the
satisfaction of the improvement construction requirements and related obligations
contained in this Agreement.
Upon the payment of all reimbursements allocated and due with respect to any
Parcel, the remaining Parcel owners shall execute a full release of the payment
obligations under this Agreement with respect to that Parcel. Should any party fail
to execute any release documentation when required hereunder, the party
requesting the release documentation may immediately proceed and obtain the
necessary injunctive relief from a court of appropriate jurisdiction in order to
compel the defaulting party to execute such documentation.
(vi) Notwithstanding any other term or provision of this Agreement, to the extent
that any party is required to institute any action or legal proceeding, including any
arbitration proceeding under this Section or Section 6 of this Agreement, in order to
collect under or enforce the terms of this Agreement, such party shall be entitled to
0
06/25/01
recover all costs and fees incurred in connection therewith, including, but not
limited to attorneys fees.
(vii) Nothing contained within this Agreement shall be construed or interpreted as
to apply to any reimbursement or to the allocation of any costs or expenses
pertaining to the design, engineering, construction or installation of any
improvement not specified herein.
4. COOPERATION. Each party shall cooperate fully with the other parties in the
implementation of the agreed plan stated within this Agreement, including, but not
limited to, the execution of any additional agreements, documents, plats or applications in
connection with any efforts of the parties with respect to any enforcement, amendment or
modification of existing development plans or any other matters reasonably related to this
Agreement.
5. AGREEMENTS AFFECTING PROPERTY. During the term of this
Agreement, except as may be required by the City of Fort Collins or any other
governmental or quasi -governmental entity, none of the parties shall voluntarily grant any
right-of-ways nor voluntarily enter into any special improvements agreement,
participation agreement, lease, rental agreement or any other agreement which has a
substantial adverse effect upon or otherwise impairs the construction, installation, repair,
maintenance, use or operation of any of the improvements addressed under this
Agreement without the affected party's prior review and approval. The affected party
shall not withhold such approval, provided that the affected party shall have reasonably
determined that such right-of-way or agreement will not impose any financial burden
upon the affected party, or unreasonably affect or impair the affected party's rights or
obligations hereunder.
6. ALTERNATIVE DISPUTE RESOLUTION. If a dispute arises relating to
this Agreement and the dispute is not resolved, the parties involved in such dispute
(Disputants) shall first proceed in good faith to submit the matter to mediation. The
Disputants will jointly appoint an acceptable mediator and will share equally in the cost
of such mediation. In the event the entire dispute is not resolved within thirty (30)
calendar days from the date written notice requesting mediation is sent by one Disputant
to the other(s), the mediation, unless otherwise agreed, shall terminate, and the dispute
shall be resolved by mandatory binding arbitration.
Any arbitration required under this Agreement shall be conducted in Fort Collins,
Colorado in accordance with the rules and procedures of the American Arbitration
Association with respect to commercial real estate transactions, and pursuant to the
provisions of the Uniform Arbitration Act of the State of Colorado, as may be
supplemented by the rules of the American Arbitration Association. In the event of any
conflict between the two, the rules and procedures of the Uniform Arbitration Act shall
M
06i25101
specific size and location of such drainage pipeline easement to be determined by
TST, Inc. with the approval of Imago and the City of Fort Collins.
(iv) If necessary for the development of any Parcel which is subject to this
Agreement, Imago agrees to dedicate utility line easements for the construction,
maintenance and operation of sewer, water and "dry" utility lines, including but not
limited to, telephone, gas, electrical and cable television, and as may be necessary
to provide such utility services to the adjacent Parcels. This Section shall also
apply to the water main line to be installed in the area of the future east -west
connector road between Cambridge Avenue and Cinquefoil Lane, and tentatively
know as Tamien Way, with the final name thereof to be agreed upon between
Imago and South Harmony. The specific size, area and location of such utility line
easement shall be determined by the utility provider with the approval of Imago,
which approval shall not be unreasonably withheld. To the extent possible, the
parties will attempt to locate such utility lines within otherwise dedicated roadway
rights -of -way.
(v) Imago agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the northern one-half of an east -west connector road
extending from Cinquefoil Lane along the southernmost boundary of Parcel 1, and
tentatively referred to as Dolly Varden Drive, with the final name thereof to be
agreed upon between Imago and South Harmony. The specific size and location of
such roadway right-of-way shall be determined by TST, Inc. with the approval of
Imago and the City of Fort Collins.
B. Hewlett-Packard Dedications
(i) Hewlett-Packard agrees to dedicate a roadway right-of-way for the
construction, maintenance and operation of the western approximately one-half of
Cambridge Avenue along the easternmost boundary of Parcel 6, and roughly
adjacent to Parcel 3, the specific size and location of such roadway right-of-way to
be determined by JR Engineering in collaboration with TST, Inc., and with the
approval of Hewlett-Packard and the City of Fort Collins.
(ii) Hewlett-Packard agrees to dedicate a roadway right-of-way for the
construction, maintenance and operation of all of Cambridge Avenue, together with
any minimum landscape buffer area if required by the City, along the easternmost
portion of Parcel 6, and located in the area roughly between Parcel 3 and Parcel 4,
the specific size and location of such roadway right-of-way to be determined by JR
Engineering in collaboration with TST, Inc., and with the approval of Hewlett-
Packard and the City of Fort Collins.
(iii) Hewlett-Packard agrees to dedicate a roadway right-of-way for the
construction, maintenance and operation of the western approximately one-half of
Cambridge Avenue along the easternmost boundary of Parcel 6, and roughly
3 n
o6/zs/oi
r��
control. The appointment of the arbitrator shall be in accordance with the rules and
procedures of the American Arbitration Association. Judgment upon any award rendered
in such arbitration may be entered in any court having jurisdiction thereof. The costs and
charges associated with the arbitration, including the parties attorney's fees and costs,
shall be awarded to the prevailing party. For the purpose of awarding attorneys fees and
costs, the arbitrator shall make a determination of the prevailing party as a part of their
ruling.
Nothing contained in this Section shall preclude or impair the right of any party to seek
and obtained injunctive relief in a court of appropriate jurisdiction as provided in Section
3 above.
7. BINDING EFFECT. The obligations under this Agreement shall be binding
upon each party hereto when and if the following occur; (a) the ODP amendment
transferring the existing allowance for thirty (30) acres of single family or multi family
residential use as described in Section 1.B.(v) above has been recorded in the official
records of the Latimer County, Colorado. The ODP amendment has previously been
approved by the City of Fort Collins, and will be executed and recorded by the
appropriate parties as soon as possible following the execution of this Agreement; and (b)
such party acquires title to the respective property described herein.
In the event any such acquisition and approval occurs following any other party's
performance hereunder, the obligations hereunder shall be applied retroactively to the
later developing party. This Agreement shall be recorded in the official records of the
Latimer County, Colorado.
8. ASSIGNMENT/SUCCESSORS IN INTEREST. Each party shall have the
right to assign its position in this Agreement to another entity upon the transfer of their
interest of the underlying property to such entity. Written notice of any such assignment
shall be provided to each of the other parties hereunder. The party assigning its position
shall also provide each of the other parties with a copy of the assignment documentation
whereby the assignee or successor has fully assumed all of the assigning party's
remaining obligations under this Agreement. Such assignment documentation shall
include a representation by the assignee or successor verifying that such assignee or
successor possesses the financial ability to perform the assumed obligations. This right to
assign shall be subject to the approval of the other parties, which approval may be
withheld only if the assignee or successor fails to assume all obligations hereunder, or
does not have the reasonable financial ability to perform such obligations. This
Agreement shall inure to the benefit of, and shall be binding upon, the successors and
assigns of the parties.
9. GOVERNING LAW. The terms and provisions of this Agreement shall be
interpreted and construed in accordance with the laws of the State of Colorado.
30
06/25/01
L
10. LEGAL AUTHORITY. Each party hereby represents and warrants to the other
parties that they have full legal authority to execute this Agreement and consummate the
transactions hereunder, and that this Agreement is and at all times hereafter shall be the
valid and binding obligation of each of them, and except as described herein, does not
require the consent or approval of any government body or other regulatory authority.
11. NOTICE TO PARTIES. Any notices required to be delivered to any party
hereunder shall be in writing and shall be deemed properly delivered, given or served
when hand delivered to any party, or when delivered via certified mail, return receipt
requested, with a duplicate copy transmitted by facsimile at the address and members for
each party as set forth in the signature section hereof, or to such other addresses and
numbers as either Party may designate by written notice to the other, and shall be deemed
effective upon the date of such delivery or completion of facsimile transmission, with
evidence thereof, whichever is first.
12. LEGAL COUNSEL. By virtue of this paragraph, each of the parties have been
advised that the execution of this Agreement carries important legal consequences, and it
has been specifically recommended that each of the parties hereto obtain legal counsel to
represent them in connection with the execution of this Agreement, the various
implications of this transaction and all other matters relative to this transaction.
13. ENTIRE AGREEMENT. This Agreement, together with the Exhibits hereto,
incorporates all of the terms and conditions of all agreements between the parties to this
Agreement with respect to the subject matter hereof. Any and all prior agreements and
understandings pertaining thereto, whether written or oral, have been merged and
integrated into this Agreement. There are no other promises, agreements or
representations with respect to the subject matter hereof, except as outlined herein.
Except as expressly stated in this Agreement, no party has made any promises to induce
any other party to enter into this Agreement.
Imago Enterprises, Inc.
140 Palmer Drive
Ft. Collins, CO 80525
Fax (970) 207-9256
By:fP
Lester M. Kaplan
President
31
06/25/0l
Hewlett-Packard Company
c/o Michael Bello
3404 E. Harmony Road, MS 10
Fort Collins, CO 80528-9599
Fax: (970) PIP- , ?
By:
teve Stiesmeyer olorado
Site Operations anager
H.H. Investment Company
c/o Thomas J. Morroni
P.O. Box 16383
Denver, CO 80216
Fax: (303)
Thomas J. M9 roni
General Partner
South Harmony, LLC
8101 E. Prentice Ave., 9815
Englewood, CO 80111
Fax: (303)694-3332
By:
Bradford C. ennett
Manager
Celestica Corporation
Fax: (970) �') • 5
By:
Kevin Oliver
Director, Central US Regional Facilities
Electric Equipment & Engineering
Co. Employee Profit Sharing Trust
P.O. Box 16383
Denver, CO 80216
Fax: (303) .v, /�Z
Thomas J. Morforu
Trustee
Fossil Creek 112, LLC
8101 E. Prentice Ave., 4815
Englewood, CO 80111
Fax: (303) 694-3332
By:
Bradford . Bennett
anger
Estate of Catherine G. Gutru
Denver Probate Court No.98PR2101
15 South Elm Street
Denver, O 22 6
By:
Ronald G. Gutru,
Personal Representative
32
06/25/01
STATE OF COLORADO )
ss
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this a3'h day of June,
2001 by Lester M. Kaplan, President of Imago Enterprises, Inc., a Colorado corporation.
RIW0N9A619a 181 cial seal.
NOTARY PUBLIC
STATE OF COLORADO
My GQ:;Wionfxpires /i•i�.o�/
Notary Public
My commission expires //•,2 7- d 0 0 ge,
STATE OF COLORADO )
ss
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this ZS day of June,
2001 by Steve Steismeyer, Colorado Site Operations Manager of Hewlett-Packard
Company, a Delaware corporation.
ficiWO %L'M1 seal.
NOTARY PUBLIC
STATE OF COIORADO
W Cananissbn EIPirea_ iI - �t -)- o y Notary Public
My commission expires a o q
STATE OF COLORADO )
ss
COUNTY OF LARK ER )
The foregoing instrument was acknowledged before me this Aol day of
2001 by Kevin Oliver as Director, Central US Regional Facilities, of Celestica
Corporation, a Delaware corporation.
wi eal.
NOTARY PUBLIC me
STATE OF COLORADO
WCWffd "01L* 1Li- 160y Notary Public
My commission expires ZI-A 7-Z oo�.
*1
o612srm
STATE OF COLORADO )
) ss
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this day of June,
2001 by Bradford C. Bennett as Manager of Fossil Creek 112, LLC, a Colorado limited
liabilitcompany.
t
,s' W1htes?;'tn and official seal. )
Notary Public
My commissioi} expires
STATE OF COLORADO )
) ss
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this --9 day of June, 2001 by
Bradford C. Bennett as Manager of South Harmony, LLC, aColorado limited liability
company.
rtfies"�� and official seal.
- Notary Public
My commissioidexpires —
STATE OF COLORADO )
ss
COUNTY OF Z6,r; M w )
The foregoing instrument was acknowledged before me this Ao-A day of�
2001 by Thomas J. Morroni as General Partner of H.H. Investment Company, a Colorado
general partnership.
W �YA seal.
NOTARY PUBLIC
STATE OF COLORADO
MY Canmission 6rpitei //•19•�-ooy Notary Public
My commission expires //-� • '�ye y
34
06/25/01
STATE OF COLORADO
� ss
COUNTY OF )
rw y
The foregoing instrument was acknowledged before me this ao - day of kxu�
2001 by Thomas J. Morroni as Trustee of the Electric Equipment & Engineering
Company Employee Profit Sharing Profit Sharing Trust.
Wi eal. p -
NOTARY PUBLIC f-�rCd )C �%l c �C
STATE OF COIARADO /(
Ny eommiwlon Notary Public
My commission expires //- a 7-.1 oa �.
STATE OF COLORADO )
% ss
COUNTY OF
The foregoing instrument was acknowledged before me this �r day of June,
2001 by Ronald B. Gutru as Personal Representative of the Estate of Catherine G. Gutru,
Denver Probate Court Case No. 98 PR 2101.
Witness my hand and official seal.
Notary Public
&gmmission,expires
Y e'
p Q /
35
06/25/01
�
n
0
7
7
CA
r
z
m
rh
MA
�j I �J
a
A
p
"1
m
0
EXHIBIT B -1
Parcel 1 Legal Description
A Tract of land situate in the Northeast 1/4 of Section 4, Township 6 North, Range 68
West of the 6th P.M., Larimer County, Colorado, which, considering the North line of the
said Northeast 1/4 as bearing due West and with all bearings contained herein relative
thereto, are more particularly described as follows:
Beginning at a point bears East 957.10 feet, and again South 02' 03' 30" East 417.14 feet
from the North 1/4 corner of said Section 4, and run thence East 590.11 feet to a point on
the West line of Fossil Creek Inlet Ditch: thence along said West line South 00' 52' East
36.35 feet, and again South 530 50' East 125.95 feet, and again South 61' 20' East 202.54
feet, and again South 36' 30' East 285.09 feet, and again South 27' 35' East 392.54 feet,
and again South 110 51' East 106.27 feet; thence West 1211.26 feet; thence North 02' 03'
30" West 889.51 feet to the Point of Beginning; LESS that portion contained in that Deed
recorded May 7, 1999 at Reception No. 99040544, County of Larimer, State of Colorado.
EXHIBIT B -2
Parcel 2 Legal Description
A Tract of land situate in the Northeast 1/4 of Section 4, Township 6 North, Range 68
West of the 6th P.M., Latimer County, Colorado, which, considering the North line of the
said Northeast 1/4 as bearing due East and with all bearings contained herein relative
thereto is contained within the boundary lines which begin at a point which bears S
02°03' E 25.00 feet, and again N 89°54' E 299.98 feet from the North 1/4 corner of said
Section 4 and runs thence along the South line of Colorado Highway No. 68 N 89°54' E
263.62 feet, and again East 333.43 feet to the West line of a 60 foot wide access road;
thence S 02003'30" E 2597.99 feet to a point on the south line of the said Northeast 1/4;
thence N 89°06'45" W 898.02 feet to the center 1/4 corner of said Section 4; thence N
02°03' W 428.69 feet; thence East 300.00 feet; thence N 02*03' W 2154.93 feet to the
point of beginning;
Together with
A Tract of land situate in the Northeast 1/4 of Section 4, Township 6 North, Range 68
West of the 6th P.M., Larimer County, Colorado, which, considering the North line of the
said Northeast 1/4 as bearing East and with all bearings contained herein relative thereto
is contained within the boundary lines which begin at a point on the West line of the said
Northeast 1/4 which bears S 02°03' E 1743.53 feet from the North 1/4 comer of said
Section 4; thence along the said West line S 02°03' E 435.88 feet, thence East 300 feet;
thence N 02°03' W 435.88 feet; thence West 300 feet to the point of beginning.
EXHIBIT B -3
Parcel 3 Legal Description
Lot One, RICKETTS HARMONY MINOR SUBDIVISION, County of Larimer, State of
Colorado
adjacent to Parcel 4 and Parcel 2, the specific size and location of such roadway
right-of-way to be determined by JR Engineering in collaboration with TST, Inc.,
and with the approval of Hewlett-Packard and the City of Fort Collins.
(iv) Hewlett-Packard agrees to provide for a method of conveyance sufficient to
accommodate the historical stormwater drainage flow from Parcel 5, across and
within Parcel 6 and through the stormwater drainage pipeline easement terminating
at the Fossil Creek Inlet Ditch, as further described within this Agreement. Such
conveyance method may, but not necessarily, include drainage across or under
roadways, parking area, or a dedicated right-of-way or drainage easement for the
construction, maintenance and operation of stormwater pipeline and related
necessary drainage facilities, including, but not limited to, a storm sewer easement
located in the right-of-way for Rock Creek Drive and extending from Technology
Parkway to Cambridge Avenue. The specific type, method, size and location of
such drainage conveyance, including any temporary drainage methods, shall be
determined by JR Engineering in cooperation with TST, Inc., and with the approval
of Hewlett-Packard and the City of Fort Collins. In connection with the foregoing,
Celestica specifically acknowledges and agrees that it will be responsible for the
detention of developed stormwater drainage within the boundaries of Parcel 5.
(v) Hewlett-Packard agrees to participate in an amendment to the existing Overall
Development Plan ("ODP") in connection with Parcel 6 to address the release and
piping of historic stormwater drainage from Parcel 5 and Parcel 6, clarify the
alignment of Cambridge Avenue and the location of possible future access points
along such roadway, and amend the Harmony Technology ODP in order to transfer
the existing allowance for approximately thirty (30) acres of secondary (residential)
uses as permitted by the standards and guidelines of the Harmony Corridor District,
permitting the development of approximately fifteen (15) additional residential
acres within Parcel 10 and approximately fifteen (15) additional residential acres
within Parcel 2 and Parcel 4.
(vi) Hewlett-Packard agrees to dedicate a roadway right-of-way for the
construction, maintenance and operation of the northern one-half of Rock Creek
Drive between Ziegler Road and Cambridge Avenue along the southernmost
boundary of Parcel 6, and adjacent to Parcel 7. The specific size and location of
such roadway right-of-way to be determined by TST, Inc. with the approval of
Hewlett-Packard and the City of Fort Collins.
(vii) If necessary for the development of any Parcel which is subject to this
Agreement, Hewlett-Packard agrees to dedicate utility line easements for the
construction, maintenance and operation of sewer, water and "dry" utility lines,
including but not limited to, telephone, gas, electrical and cable television, and as
may be necessary to provide such utility services to the adjacent Parcels. The
specific size, area and location of such utility line easement shall be determined by
the utility provider with the approval of Hewlett-Packard, which approval shall not
be unreasonably withheld. To the extent possible, the parties will attempt to locate
4
06/Z5/Ol
W
EXHIBIT B -4
Parcel 4 Legal Description
A parcel of land situate in the Northeast 1/4 of Section 4, Township 6 North, Range 68
West of the 6th P.M., Latimer County, Colorado, which, considering the North line of the
said Northeast 1/4 as bearing due West and with all bearings contained herein relative
thereto, is contained within the boundary lines which begin at a point on the West line of
said Northeast 1/4 which bears South 02' 03' East 1452.94 feet from the North 1/4 comer
of said Section 4 and run thence East 300.00 feet; thence South 020 03' East 290.59 feet;
thence West 300.00 feet; thence North 02' 03' West 290.59 feet to the Point of
Beginning,
County of Latimer, State of Colorado
{1 U
�V
I.,
EXHIBIT C
Parcel 5 Legal Description
LOT 1, HARMONY TECHNOLOGY PARK, FIRST FILING, CITY OF FORT
COLLINS, COUNTY OF LARIMER, STATE OF COLORADO
1',
EXHIBIT D
Parcel 6 Legal Description
A TRACT OF LAND LOCATED N THE NORTHWEST ONE -QUARTER OF SECTION 4,
TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, CITY OF FORT
COLLINS, LARIMER COUNTY, COLORADO, BEING DESCRIBED AS FOLLOWS:
BASIS OF BEARINGS: THE NORTH LINE OF THE NORTHWEST ONE -QUARTER OF SECTION 4,
TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE SIXTH PRNCIPAL MERIDIAN, BEING
MONUMENTED AT THE WEST END BY A 3" BRASS CAP STAMPED " LARIMER COUNTY
HORIZONTAL CONTROL" AND AT THE EAST END BY A 3" ALUMINUM CAP STAMPED "LS
14823, 1998" N A RANGE BOX IS ASSUMED TO BEAR S89°40'08"E A DISTANCE OF 2651.82
FEET.
COMMENCING AT THE NORTH ONE -QUARTER CORNER OF SAID SECTION 4, THENCE
S01043'05"E ON THE EAST LINE OF SAID NORTHWEST QUARTER OF SAID SECTION 4 A
DISTANCE OF 24.99 FEET TO THE POINT OF BEGINNING, SAID POINT BEING ON THE SOUTH
RIGHT OF WAY LINE OF STATE HIGHWAY 68;
THENCE SO1043'05"E ON SAID EAST LINE A DISTANCE OF 2583.64 FEET TO THE CENTER
ONE -QUARTER OF SAID SECTION 4;
THENCE N88047'19"W ON THE SOUTH LINE OF SAID NORTHWEST ONE -QUARTER A
DISTANCE OF 2624.18 FEET TO A PONT ON THE EASTERLY RIGHT OF WAY LINE OF
LARIMER COUNTY ROAD NO. 9 RECORDED N BOOK R PAGE 65, LARIMER COUNTY
RECORDS;
THENCE N01042'15"W ON SAID EASTERLY RIGHT OF WAY LINE A DISTANCE OF 1396.72
FEET TO A POINT ON THE SOUTHERLY LINE OF HARMONY TECHNNOLOGY PARK FIRST
FILING RECORDED AT RECEPTION NUMBER 98008473, LARIMER COUNTY RECORDS;
THENCE S89059'12"E ON SAID SOUTHERLY LINE A DISTANCE OF 1303.04 FEET TO THE
SOUTHEAST CORNER THEREOF, SAID CORNER ALSO BEING ON THE EASTERLY RIGHT OF
WAY LINE OF TECHNOLOGY PARKWAY AS SHOWN ON SAID FIRST FILING;
THENCE ON SAID EASTERLY RIGHT OF WAY LINE THE FOLLOWING SEVEN (7) COURSES:
1. N00008'38"W A DISTANCE OF 792.43 FEET TO A PONT OF CURVE;
2. ON THE ARC OF A CURVE TO THE RIGHT, HAVING A DELTA OF 8°03'17", A RADIUS OF
237.00 FEET, A DISTANCE OF 33.32 FEET, THE CHORD OF WHICH BEARS NO3°53'00"E A
DISTANCE OF 33.29 FEET;
3. N07054'39"E A DISTANCE OF 50.44 FEET TO A POINT OF CURVE;
4. ON THE ARC OF A CURVE TO THE LEFT, HAVING A DELTA OF 8-03-15", A RADIUS OF
263.00 FEET, A DISTANCE OF 36.97 FEET, THE CHORD OF WHICH BEARS NO3°53'00"E A
DISTANCE OF 36.94 FEET;
5. N00008'38"W A DISTANCE OF 200.00 FEET TO A PONT OF CURVE;
6. ON THE ARC OF A CURVE TO THE RIGHT, HAVING A DELTA OF 90°18'15", A RADIUS OF
17.00 FEET, A DISTANCE OF 26.79 FEET, THE CHORD OF WHICH BEARS N45°00'29"E A
DISTANCE OF 24.11 FEET;
7. N00007'54"W A DISTANCE OF 6.53 FEET TO A PONT ON SAID SOUTHERLY RIGHT OF WAY
LINE OF SAID STATE HIGHWAY 68;
THENCE ON SAID SOUTH RIGHT OF WAY LINE THE FOLLOWING TWO (2) COURSES:
1. S89050'23"E A DISTANCE OF 817.70 FEET;
2. S89040'08"E A DISTANCE OF 440.70 FEET TO THE POINT OF BEGINNING;
CONTAINING A CALCULATED AREA OF: 119.524 ACRES (5206465 SQUARE FEET)
0 "
EXHIBIT E
Parcel 8 Legal Description
The NW 1/4 of the SE 1/4 of Section 4, Township 6 North, Range 68 West of the 6th
P.M., County of Larimer, State of Colorado.
EXHIBIT F-1
Parcel 9 Legal Description
A part of the SE 1/4 of Section 4, Township 6 North, Range 68 West of the 6th P.M.,
County of Larimer, State of Colorado, which, considering the South line of said
Southeast 1/4 as bearing East and West, and with all bearings contained herein relative
thereto; is contained within the boundary lines which begin at a point on the west line of
said Southeast 1/4 which bears N 03' 20' W 624.68 feet from the South 1/4 comer of said
Section 4, and runs thence N 03' 20' W 672.68 feet along said west line; thence along the
South line of the Northwest 1/4 of said Southeast 1/4, N 89' 47' 37" E 1324.46 feet to the
southeast corner of said Northwest 1/4; thence N 03' 28' 30" W 1302.30 feet to the
northeast corner of said Northwest 1/4; thence N 89' 35' 15" E 660.39 feet along the
north line of said Southeast 1/4; thence S 030 33' 16" E 2569.77 feet to a point on the
north right of way line of County Road No. 36; thence along said north right of way line,
West 1642.86 feet; thence N 03' 20' W 584.68 feet; thence West 349.25 feet to the point
of beginning.
IL 1`U
��G
EXHIBIT F-2
Parcel 10 Legal Description
A tract of land situate in the Northeast 114 of Section 4, Township 6 North, Range 68
West of the 6th P.M., Larimer County, Colorado, which, considering the North line of the
said Northeast 1/4 as bearing due East and with all bearings contained herein relative
thereto is contained within the boundary lines which begin at a point which bears S
02003' E 25.00 feet, and again N 89°54' E 563.60 Feet, and again East 333.43 feet, and
again S 02°03'30" E 1282.61 feet from the North 1/4 corner of said Section 4 and run
thence East 1271.30 feet to a point on the Westerly line of the Fossil Creek Inlet Ditch;
thence along said Westerly line S 11'51' E 761.03 feet, and again S 21°48" E 389.14 feet,
and again S 24°06' E 255.96 feet to a point on the South line of the said Northeast 1/4;
thence N 89°06'45" W 1629.56 feet; thence N 02°03'30" W 1315.38 feet to the point of
beginning.
From: Gary Diede - GDIBDEpfaaov. com
To: Lester. kaplan-Lester.kan�naworldnet._atttr et
CC: - CMCN�gov com
- DSTRINGERCrDtcgov com
ebracke0fegoy.com
-MBAKER Lgg_ov.com
- rphillips afogov.com
Subject: Cambridge Drive Signal
Date: April24, 2001
April24, 2041
Dear Mr. Kaplan:
Per our telephone conversation this morning, I want to confirm that the
city of Fort Collins will be responsible for paying for the cost of design
and installation of a new traffic signal light at the intersection of
Cambridge Drive and Harmony Road. This work will require the Colorado
Department of Transportation's approval and will be done at a future date
to be determined by the City of Fort Collins.
Sincerely,
Gary R. Diede
Director of Transportation Operations
City of Fort Collins
such utility lines within otherwise dedicated roadway rights -of -way. Such location
shall be determined so that the easement and utilities located therein will not
interfere with Hewlett-Packard's intended use of its property as determined by
Hewlett-Packard.
C. H.H. Investment Dedications
(i) H.H. Investment agrees to dedicate a roadway right-of-way for the
construction, maintenance and operation of the eastern one-half of Cambridge
Avenue along the westernmost boundary of Parcel 8, the specific size and location
of such roadway right-of-way to be determined by TST, Inc. with the approval of
H.H. Investment and the City of Fort Collins.
(ii) H.H. Investment agrees to dedicate a roadway right-of-way for the
construction, maintenance and operation of the southern one-half of Rock Creek
Drive between Cambridge Avenue and Cinquefoil Lane, to be located
approximately along the northernmost boundary of Parcel 8, the specific size and
location of such roadway right-of-way to be determined by TST, Inc. with the
approval of H.H. Investment and the City of Fort Collins.
(iii) If necessary for the development of any Parcel which is subject to this
Agreement, H.H. Investment agrees to dedicate utility line easements for the
construction, maintenance and operation of sewer, water and "dry" utility lines,
including but not limited to, telephone, gas, electrical and cable television, and as
may be necessary to provide such utility services to the Parcels adjacent to Parcel 8.
The specific size, area and location of such utility line easement shall be
determined by the utility provider with the prior written approval of H.H.
Investment, which approval shall not be unreasonably withheld. To the extent
possible, the parties will attempt to locate such utility lines within otherwise
dedicated roadway rights -of -way. Such location shall be determined so that the
easement and utilities locate therein will not interfere with H.H. Investment's
intended use of its property as determined by H.H. Investment.
(iv) Except for the dedications set forth within this Section 1.C, H.H. Investment
shall have no further or continuing obligations under this Agreement. To the extent
that any of the terms and conditions of this Agreement impose any other
obligations, financial or otherwise, upon H.H. Investment as the owner of Parcel 8,
for the purposes of this Agreement only, FC 112 shall be considered as the owner
of Parcel 8 with respect to all such obligations, and H.H. Investment shall have no
obligation or liability to any other party hereto with respect to such obligations. In
no event shall any party have the right to file or pursue a claim or lien against any
of Parcel 8, arising under this Agreement and pertaining to an obligation of FC 112,
unless and until FC 112 acquires legal title thereto.
5
06/25/01
I
D. Trust Dedications
(i) Trust agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the eastern one-half of Cambridge Avenue along the
westernmost boundary of Parcel 9, and to that point along said boundary where
Cambridge Avenue will be fully located within Parcel 7. The specific size and
location of the roadway right-of-way, and the final location of Cambridge Avenue
within the confines of Parcel 7, shall be determined by TST, Inc. with the approval
of the Trust and the City of Fort Collins.
(ii) Trust agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the northern one-half of Rock Creek Drive to be
located approximately along the southernmost boundary of Parcel 10 and adjacent
to Parcel 8, the specific size and location of such roadway right-of-way to be
determined by TST, Inc. with the approval of the Trust and the City of Fort Collins.
(iii) Trust agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of Rock Creek Drive to be located approximately along
the southernmost boundary of Parcel 10 and the northernmost boundary of Parcel 9,
and no further east than the eastern boundary of Parcel 9. The specific size and
location of such roadway right-of-way to be determined by TST, Inc. with the
approval of the Trust and the City of Fort Collins.
(iv) Trust agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the full width of Cinquefoil Lane to be located
approximately along the westernmost boundary of Parcel 10, the specific size and
location of such roadway right-of-way to be determined by TST, Inc. with the
approval of the City of Fort Collins.
(v) Trust agrees to dedicate a roadway right-of-way for the construction,
maintenance and operation of the southern one-half of an east -west connector road
extending east from Cinquefoil Lane and to be located approximately along the
northernmost boundary of Parcel 10, the specific size and location of such roadway
right-of-way to be determined by TST, Inc. with the approval of the Trust and the
City of Fort Collins.
(vi) Trust agrees to dedicate a stormwater drainage easement for the construction,
maintenance and operation of stormwater pipeline and related drainage facilities
sufficient to accommodate the historical stormwater drainage flow from Parcels 2,
3, 4, 5, 6, 8, 9 and 10, and a portion of Parcel 7. Such drainage pipeline easement
shall be located within the Rock Creek Drive right-of-way along the southernmost
portion of Parcel 10, terminating at the Fossil Creek Inlet Ditch. The specific size
and location of such drainage pipeline easement shall be determined by TST, Inc.
with the approval of the Trust, Hewlett-Packard and the City of Fort Collins.
06/25/01
R
(vii) If necessary for the development of any Parcel which is subject to this
Agreement, Trust agrees to dedicate utility line easements for the construction,
maintenance and operation of sewer, water and "dry" utility lines, including but not
limited to, telephone, gas, electrical and cable television, and as may be necessary
to provide such utility services to the adjacent Parcels. The specific size, area and
location of such utility line easement shall be determined by the utility provider
with the prior written approval of Trust, which approval shall not be unreasonably
withheld. To the extent possible, the parties will attempt to locate such utility lines
within otherwise dedicated roadway rights -of -way. Such location shall be
determined so that the easement and utilities locate therein will not interfere with
Trust's intended use of its property as determined by Trust.
(vii) Except for the dedications set forth within this Section 1.D, Trust shall have
no further or continuing obligations under this Agreement. To the extent that any of
the terms and conditions of this Agreement impose any other obligations, financial
or otherwise, upon Trust as the owner of Parcel 9 and Parcel 10, for the purposes of
this Agreement only, FC 112 shall be considered as the owner of Parcel 9, and
South Harmony shall be considered the owner of Parcel 10 with respect to all such
obligations, and Trust shall have no obligation or liability to any other party hereto
with respect to such obligations. In no event shall any party have the right to file or
pursue a claim or lien against any of Parcel 9, arising under this Agreement and
pertaining to an obligation of FC 112, unless and until FC 112 acquires legal title
thereto. In no event shall any party have the right to file or pursue a claim or lien
against any of Parcel 10, arising under this Agreement and pertaining to an
obligation of South Harmony, unless and until South Harmony acquires legal title
thereto.
E. All Dedications.
Any and all dedications of right of way and grants of easements provided for within
this Agreement shall be made and granted upon the written request of any of the
parties hereto made to the granting party, provided that the design, location and
engineering relating thereto has been approved in advance and in writing by the
owner of the granting Parcel and the City of Fort Collins or other appropriate
authority. Any dedication of right of way or grant of easement shall include the
grant of any necessary temporary construction easement reasonably necessary for
the installation of the various improvements relating thereto. Any such
construction shall not disturb the owner's present or intended use and activities on
its property. Furthermore, any party installing any improvements or otherwise
performing any work on the property of another shall be responsible for defending
and indemnifying the owner for any and all liens, claims, damages or injury
relating to such work, and must certify compaction of any excavation or trenches to
the reasonable satisfaction of owner.
7
06/25/01
2. COST ALLOCATIONS
A. Cambridge -Harmony Intersection
As of the date of this Agreement, it is the understanding of the parties that the costs
and expenses associated with the signalization of the intersection of Cambridge
Avenue and Harmony Road shall be bome by the City of Fort Collins. Gary R.
Diede, the Director of Transportation Operations of the City of Fort Collins, has
confirmed the City's responsibility for the signal design and installation in an e-
mail communication dated April 24, 2001 to Les Kaplan of Imago. A hard copy of
that communication is attached hereto as Exhibit G. Nothing contained within this
Agreement shall be construed in any manner to impose any such signalization costs
or expenses upon any party hereto.
B. Cambridge Avenue
(i) Design & Engineering - Harmony to Rock Creek. FC112 has engaged JR
Engineering to complete the design and engineering work necessary for the final
design of Cambridge Avenue extending from and including the intersection with
Harmony Road, to the center of the intersection with Rock Creek Drive. Hewlett-
Packard, Celestica, South Harmony and Imago shall review and approve the
applicable consulting contracts prior to the commencement of such work. Hewlett-
Packard, Celestica, South Harmony and Imago's approval of such contracts shall
not be unreasonably withheld. The design of that portion of Cambridge Avenue
shall include the Cambridge Avenue/Harmony Road intersection, including any
required acceleration and deceleration lanes, the pavement section, curb, gutter,
sidewalk, water main, sewer main and storm sewer to be installed within the
roadway right-of-way and appropriate reservations of easements for utility
purposes. The costs and expenses for design and engineering pertaining to that
portion of Cambridge Avenue, including any water and sewer mains and storm
sewer system, shall be shared between Imago, FC 112, South Harmony, Hewlett-
Packard and Celestica. Hewlett-Packard and Celestica shall pay one hundred
percent (100%) of the design and engineering costs and expenses pertaining to the
sewer main in direct proportion to their respective projected use of such elements,
as determined by J. R. Engineering in connection with the design thereof. Hewlett-
Packard shall pay one hundred percent (100%) of the design and engineering costs
and expenses pertaining to the storm sewer. In the event the sewer main or storm
sewer will service any other Parcel or Parcels, then each parcel serviced by such
sewer main or storm sewer shall share the design and engineering costs and
expenses in direct proportion to their projected use of the sewer main or storm
sewer. Hewlett-Packard shall pay one hundred percent (100%) of the costs and
expenses for the design and engineering of the sidewalk and landscaping to be
installed along the western boundary of Cambridge Avenue upon Parcel 6. Imago
shall pay one hundred percent (100%) of the costs and expenses for the design and
engineering of the sidewalk and landscaping to be installed upon Parcels 2, 3 and 4.
M
06/25/01
Imago shall pay sixty seven percent (67%) of the remaining specified costs and
expenses of the above described design and engineering, South Harmony shall pay
thirteen and one-half percent (13.5%) of such remaining costs and expenses and FC
112 shall pay nineteen and one-half percent (19.5%) of such remaining costs and
expenses. The share of the costs and expenses to be paid by Hewlett-Packard,
Celestica, South Harmony, and Imago shall be payable within sixty (60) days
following the delivery of copies of the sewer main design and engineering
drawings submitted to the South Fort Collins Sanitation District, the roadway
design and engineering drawings submitted to the City of Fort Collins and an
itemized invoice from FC 112 showing the amounts and respective allocation of
such costs and expenses. Each such invoice shall be supported by a copy of the
detailed invoice from the vendor supplying the labor or materials for which the
parties are responsible.
(ii) Design & Engineering - Cambridge/Harmony Intersection. Hewlett-
Packard shall pay one hundred percent (100%) of the design and engineering costs
and expenses pertaining to the deceleration lane associated with the Cambridge
Avenue/Harmony Road intersection. Imago shall pay one hundred percent (100%)
of the design and engineering costs and expenses pertaining to the acceleration lane
associated with the Cambridge Avenue/Harmony Road intersection. Imago shall
pay seventy five percent (75%) of the remaining specified costs and expenses
pertaining to the design and engineering of the Cambridge Avenue/Harmony Road
intersection, FC 112 shall pay fourteen and three-quarters percent (14.75%) of such
costs and expenses and South Harmony shall pay ten and one -quarter percent
(10.25%) of such costs and expenses.
(iii) Construction - Harmony to Rock Creek. Prior to the development of
Parcel 6, Hewlett-Packard, Imago, South Harmony or FC 112 may elect to proceed
with the construction of all or a portion of Cambridge Avenue extending from and
including the intersection with Harmony Road to the intersection with Rock Creek
Drive. Such construction shall include the installation of the water main, sewer
main and storm sewer in that location pursuant to Section 2.B.(i) above.
(iv) Hewlett-Packard Contribution - Harmony to Rock Creek. Hewlett-
Packard agrees that the funds received by it from the City of Fort Collins, in
connection with the dedication and sale of that portion of the Cambridge Avenue
right-of-way consisting of approximately 2.6 acres of land in excess of the right-of-
way which would have been dedicated by Hewlett-Packard had the center line of
Cambridge Avenue been installed upon the easternmost property line of Parcel 6,
shall be applied as a contribution toward the design, engineering and construction
expense to be incurred by Imago, South Harmony and FC 112 relating to that
portion of Cambridge Avenue between Harmony Road and Rock Creek Drive,
excluding the costs and expenses for the Harmony -Cambridge intersection and
related signalization acceleration and deceleration lanes, the water main bore
underneath Harmony Road, sidewalks, landscaping, sewer main and storm sewer.
0
06/25/01