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HomeMy WebLinkAboutbocc.ord.032.2003 ~9/25/2003 ~! :47~ D e.ee OF PITK~ COU~'~', COLOR.~DO ^UT~OP~.~G T~£ BO.~d~,D TO ENTER /NTO ^ LE^SE ~ O?T~O~ CONTRACT FOR ^ M]D-V^L~E¥ R~FU~L]NG FACILITY Ordinance No. ~$~ - 2003 RECITALS WHEREAS, the Board of County Commissioners of Pitkin County is a parly to that certain Lease and Option Agreement ("the Prior Agreement") between the County and .Iohn P. and Elizabeth Gredig dated January 24, 1986 and recorded at Book 508, Page ..600-x~f the Pitkin County records. WHEREAS, the Prior Agreement gives the County a right of first refusal to purchase a one-acre parcel of land surrounding the County's existing refueling facility on the Gredig property located at 1776 Emma Road· WHEREAS, Grace Church of the Roaring Fork Valley, Inc. ("the Church'') is currently under contract to purchase the entire Gredig Property, activating the County's right of first refusal; and WHEREAS, the Church desires to 'induce the County to forego exercising its right of first refusal and to have the County's refueling facility relocated to a different area on the Gredig Property, and WHEREAS, provided appropriate land-use approvals are obtained, the County is Willing to accommodate the Church's request to relocate the refueling facility in consideration of the covenants contained in a new Lease and Option Agreement ("Agreemen?) between the County and the Church; and WHEREAS, the County wishes to secure a permanent mid-valley, fueling facility, and the Agreement accomplishes that objective; and WHEREAS, the closing between the Gredigs and the Church is scheduled for September 25, 2003, and Board of County Commissioners has determined that prompt action to approve the Agreement is in the best interest ofthe citizens of Pitkin County. NOW THEREFORE, BE IS RESOLVED, by the Board of County Commissioners that it does hereby authorize the ~hair to sign the Agreement as approved by the County Attorney and authorizing the expenditure of $20.00 for the option and lease provided for in the Agreement and $58,377.95 for the purchase of a one-acre parcel for the refueling facility. e9/25/2003 11:47~ $~.~_V~R D.clV~S P~TKIN COUNTy CO R ~.~ D ~,~0 INTRODUCED, FIRST READ AND SET FOR PUBLIC HEARING ON THE 23~a DAY OF SEPTEMBER, 2003. NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION .OF THE ASPEN TIMES ON THE 27TM DAY OF SEPTEMBER, 2003. APPROVED UPON CONFIRMATORY SECOND READING AND PUBLIC HEARING ON THE 8u' DAY OF OCTOBER, 2003. PUBLISHED AFTER ADOPTION IN THE .WEEKEND EDITION OF THE, ASPEN TIMES WEEKLY ON THE 18~ DAY OF OCTOBER, 2003 ATTEST: BOARD OF COUNTY COMMISSIONERS ~ ~ OF PITKIN COUNTY, COLORADO Del~ r Clerk Chair tfield Date: COUNTY MANAGER: APPROVED AS TO FORM: Christopher G. Seldin Assistant County Attorney $]:..V~fi D~IVZ$ PZTKZN COUNTy CO 69/25/2003 I~:47~ ~--. R 0.e0 D LEASE AND OPTION AGREEMENT This Lease and Option Agreement ("Agreement") is made and' entered into this Z~2~ day of September, 2003, by and between Grace Church ofthe Roaring Fork Valley, Inc. ("thc Church") and the Board of County Commissioners of Pitkin County, Colorado ("the County''). RECITALS. WHEREAS, the County is a party to that certain Lease and Option Agreement ("the Prior Agreement") between the County and John J. and Elizabeth P. Gredig dated January 24, 1986 and recorded at Book 508, Page.600~of the Pitkin County records; and WHEREAS, the Prior Agreement gives the County a fight of first refusal to purchase a one-acre parcel ofland surrounding the County's existing refueling facility on the Gredig property located at 1776 Emma Road; and WHEREAS, the Church is currently under contract to purchase the entire Gredig Property, activating the County's fight of first refusal; and WHEREAS, the Church desires to induce the County to forego exercising its right of first refusal and to have the County's refueling facility relocated to a different area on thE Gredig Propei'ty, and WHEREAS, provided appropriate land-nsc approvals are obtained the County is willing to accommodate the Church's request to relocate the refueling facility in consideration of the covenants herein contained; and WHEREAS, the County and the Church desire by this Agreement to provide the County with a binding option that protects the County's right to acquire a one-acre parcel on the Gredig Property while providing the Church with more flexibility in its future plans for the Gredig Property. NOW THEREFORE, in consideration of the sum often dollars ($10) paid to the Church by the County, the foregoing recitals and the covenants herein contained, and such other good and valuable consideration the sufficiency of which is hereby acknowledged, the County and the Church agree as follows: 1. County Agreement Not to Exercise Right of First Refusal. The County agrees that it shall not exercise the option and fight of first refusal granted to it by Paragraph 12 of the Prior Agreement in connection with the sale of the Gredig Property to the Church so long as such sale to the Church by the Gredigs occurs ~vithin twenty-one (21) days of the date of this Agreement. Page: 4 or Pitkin County and Grace Church eg/zs/zeo3 11:47t~ Page :2 of 6 ~S]LVZn DnVXS PXT~<ZN C0~TY CO R 2. Continuation right to continue le~ing P~cel "A," ~ described ~d identified in ~e Prior A~eement, for a period of 19 monks from ~e date of ~is A~eement. ~e material terns of~is 19- mon~ Ieee shall be ~e sine ~ ~ose contained in pm~ap~ 1,4, %11, ~d 13 of~e Prior Agreement. ~e Ch~ch shall not have ~e right to teminate said lease prior to ~e expiration of~e 19-mon~ tern or ~e date upon which ~e Comty provides ~itten notice to ~e Ch~ch ~at it h= fully vacated said P~cel "A," whichever is sooner. ~e rental for ~is 19 mon~ period shall be ten dollm ($10), ~d shall be due to ~e Ch~ch upon ~e signing of~is Agreement. 3. ' CounW A~eement to Pu~ue ~nd Use Approval. ~e Co=ty agrees ~at it shall file =d in good fai~ diligently pu=ue approval of~ application under ~e Pitkin Co~ty L=d Use Code for subdivision ~d ~e ~ a refueling facility ora one-acre p~cel located on ~e sourest comer of~e Oredig Propeay ~d depicted ~ "P~cel B' on Exhibit I hereto. Upon the Co=ty's request, ~e Ch~ch shall suppoa ~is Co~ty application before ~e relev~t au~ofities. 4. Binding Option to Purchase. %e Ch~ch hereby gr=ts to ~e Co~ty a binding option to p~chase a one-acre p~cel of~e Gredig Prope~y = follows: a. Should ~e County obtain approval of~e application provided for in Prograph 3, supra, ~in 18 monks of the date of~is Agreement, ~e County shall have ~e right to p~ch~e a one-acre p~cel in ~e location ofP~ccl "B" ~ sho~ on Ex,bit I hereto. ~c purch~e price for ~is one-acre P~cel "B" sh~l be Fi~y-Eight ~o~d, ~ee H~dred Seventy-Seven Doll~ ~d Ninety-Five cents ($58,377.95). Upon notification by ~e Co~ty ~at it intends to exercise ~is option to p~ch~e P~cel B, ~e County ~d ~e Church shall confer in good fai~ to dete~inc ~e precise legal bo~d~ies ofP~ccl B, provided however, ~at ~e Co~ty's legitimate operational needs shall conffol ia ~y such dete~i~tion. ~c Church shall ~en cause a s~ey to be conducted to fix ~osc precise boodles. Upon closing, the Ch~h shall deliver a General W~ty deed and fully m~ke~ble, ~encumbered title to P~cel B, ~d shall provide ~c Co~ty ~ a policy of Title Ins~ce for P~cel B ~at is accep~blc to the Co~ty. b. Should ~e County not ob~in approval of ~e application provided for in P~aph 3, supra, wi~in 18 monks of~e date of~is A~eement, ~e County shall have the right to purch~c a one-acre p~cel in ~c location of P~cel "A" ~ sho~ on Exhibit I hereto. ~e p~ch~c p~ce for this one-acre P~cel A shall bc FiRy-Eight ~ous~d, ~ec tI~dred Seventy-Seven Doll~ ~d Ninety-Five cen~ ($58,377.95). Upon notification by ~e County ~at it intends to exercise ~is option to p~ch~e Parcel A, thc County ~d ~c Ch~ch shall confer in good fai~ to dete~ine ~c precise bo~d~ies of P~cel A, provided however, ~at ~c Co~ty's legitimate operational needs shall conffol in ~y such dete~ination. ~e Co~ty shall ~en cause a s~cy to be conducted to fix ~ose precise boodles. Upon closing, ~e Ch~ch shall deliver a General W~ty deed and fully m~kemblc, ~encumbered title to P~cel A, ~d shall Pitldn County and Grace Church Page: 5 of Page3 of 6 Slt. Vii DAVIS PITKIN COUNTY CO R provide ~c Cowry ~ a policy of Title lns~cc for P~ccl A ~t is acccp~blc to Co~ty. c. ~e County ~d ~e Church explicitly recognize ~at this Agreement calls for a subsequent a~eement be~een ~em to dete~ine ~e precise boodles of~e one-acre p~cel to be conveyed by ~e Ch~ch to ~e Co~ty, ~d recogmze ~at such a subsequent a~eement is in bo~ p~ies' best intense, ~ it prese~es flexibility for bo~ p~es in p~uing ~e highest ~d best uses of ~eir respective properties. 5. Time for Exercise of Option. ~e option ~ted in P~ph 4, supra, shall be exercised no later ~ 19 mon~ from ~e date offs A~eement. 6. ~ounty's Relocation Costs. Should ~e Co~ty exercise ~e option provided for in P~a~ph 4(a), supra, the te~ of~e Ieee provided for herein shall be extended by sixty (60) days, ~d ~e p~ies shall be~ ~e cos~ of relocating ~e Co~ty's existing refueling facility from P~cel A to P~cel B ~ follo~: a. ~e Co~ty shall pay costs ofcle~up, to EPA or Colorado s~te s~dmds, of~y environmen~l con~ination caused by ~e Co~ty on P~cel A. Ap~ from removing i~ existing facilities ~d remediating Co~ty-caused con~ination, ~y, ~e Co~ty shall not be responsible for ~y improvemen~ to ~e site of~e existing refueling facility upon its ab~do~ent by ~e County. b. ~e Ch~ch shall pay ~e Co~ty's actual out-of-pocket costs inched in co~ection ~ ~e relocation of~e refueling facility from P~cel A to P~cel B. ~enever practicable, ~e Co~ty shall supply pe~o~el ~d equipment required to relocate ~e facility ~d associated improvements, ~d shall not ch~ge ~e Ch~ch for County m~-houm or for use of County-o~ed equipment. Cost ofmatefials, ~d cost of non-Co~ty perso~el ~d equipment ~at may be required to fully effectuate ~e relocation of~e existing facility shall be ~e respo~ibility of~e Ch~ch. Provided, however, ~at ~e Ch~ch's responsibility to pay for relocation cos~ shill be limited to creating on P~cel B a refueling facility ~ ~e s~e improvemen~ existing on P~cel A ~ of~e date ofthis Agreement. ~e Ch~ch shall not be responsible for any additional improvemen~ above ~d beyond ~e c~ently-existing state of~e refueling facility. c. ~e Ch~ch shall be~ ~e cos~ of piping ~e Header Ditch off ~e Home Supply Ditch ~ it crosses ~der or ~ough P~cel B, along ~ ~y o~er ditch- related ch~ges or improvemen~ necessitated by the relocation. 7. Church Right of Fi~t Refusal. Should ~e Co~ty decide to sell ~e one- acre p~cel it acquires pursuit to exercise of~e option g~ted pu~u~t to P~ph 4, supra, ~e Co~ty agrees ~at ~e Ch~ch shall have a right offi~t refus~ to p~ch~e prope~y at ~e price reached ~een ~e Co~ty ~d ~e prospective buyer. Said right of Lease and Option Agreement Between Pitkin County and Grace Church e9/25/2oo3 11:47~ 5ILVI~ DAVIS PITKIN COUNTy CO P,,ge4 of 6 ~ ~ e.ee o e.ee fi~l refusal m~t bc exercised by ~it~cn notification to (21) days ofrcccipt by ~c Ch~ch of notice Eom ~c Co~ ofi~ in~cnt to sell. Rccordina; Bindin~ E~cct. ~c Coun~ sh~] record ~s A~rccmcnt thc at~chcd E~ibit ] ~ ac Pitkin Cowry Clerk ~d Recorder. Upo~ si~a~c by bo~ p~ics, ~is A~ccmcnt shall ~ ~ ~c ]~d ~d shall bc bindin~ upon ~c Cowry ~ ~c Ch~ch ~d upon ~1 of~cir ~spcctNe heir, rcprcscn~fiv~s, successor, ~d ~s~. ~is A~ccmcnt shall not bc ~cndcd or altered except in a ~tin~ si~cd by bo~ p~ics. 9. ~ole A~recmcnt; Sevcrability. ~is A~ccm~nt is fully i~tc~tcd ~d r~prcscnts ~c entire a~ccmcnt bc~ccg ~c p~ics. Ifa cou~ ofcompctcnt~sdiction finds or holds ~y p~ of~is A~cmcnt to bc void, ~cnfo~cablc, invalid, or illegal, remainder of~is A~rccmcnt shall ncvc~clcss bc continued in full force ~d c~cct. 10. Land Usc A~]icafio~s. No~in~ herein shall bc cons~cd to exempt pc~on, co,option or other entity from full comp]i~cc ~ ~c Pi~in Co~y ~d Usc Code or other provisions of law ~ovcmin~ l~d usc applications. ] 1. ~xccution of Documents. ~c P~ics a~rcc to coopc~tc ~d to cxccu~c ~y ~d all documcn~ or ~s~cn~s dccmcd appropriate ~d nccess~ to effectuate tc~s of this A~rccmcnt, includin~ ~y con~c~, closin~ doc~cn~,' ~d deeds required to c~cctua~c ~c provisions of P~aph 4, 12. Notice. Notice as rcquircd hcrci~ shall bc effective by h~d dc]ivc~ on · c date ofh~d deliver, or one day fo]Io~ deposit in ~c U.S. mail, posa~c prepaid, return receipt requested, Mdrcsscd to: For thc Count: Mr. Bri~ Pcu~ Di~ctor of Public Works 76 Sc~icc Center Rd. Aspen, CO With copy to: Christopher G. Seldin, Esq. Assistant County Attorney 530 E. Main St., Suite 302 Aspen, CO 81611 For the Church: E. Wayne Sturr Elder, Grace Church of the Roaring Fork Valley 813 Grand Avenue Olenwood Springs, CO 81601 Lease and Option Agreement Be~veen Pa;e: ? ow la e9/25/2oo3 Il :47g Pitldn County and Grace Church sz~.vzn =nvls PZTKI. CO~TY CO n e.eo ~ e.ee Page 5 of 6 ~-- 12. Attorney Fees; Venue. In ~e event ~at ~e P~ies hereto litigate ~e te~s ~d pro~sions hereof, ~e subs~tially prevailing p~y shall be entitled to re~onable aaomeys fees ~d costs inched. Exclusive venue for ~y ~d all lawsui~ or claims ~sing ~der or relating to ~is Agreement is agreed to be in Plain Cowry Dist~ct Co~. 13. Remedies. In addition to ~y o~er remedies available, it is specifically agreed, ~thout limi~tion, ~at ~e p~ies hereto may seek specific perfo~ee, inj~ctive relief~d d~ages ~ a remedy herein. 14. Recitals. ~e Reci~s contained in ~is A~cement ~e hereby made ~ inte~al p~ of ~e A~eement. 15. Authority. ~e signato~es to ~is Agreement w~t ~at they have full au~ority to act on behalf of~d bind ~eir respective org~i~tions to ~e te~s of~is Agreement. DONE THIS. ~ DAY OF September, 2003: The Board of County Commissioners Grace Church of the Roaring of Pitkin County Fork Valley, Inc. f~ Hatfield, Cha~nan E. Wayne St~'r, Elde~ ' APPROVED AS TO FORM: ; Lease and Option Agreement Between Pitkin County and Grace Church Page: 8 of e9/25/20o3 STATE OF COLORADO ) szLvz, oAvzs PZ~Km cou~r~ coR e.ee o e.ee COUNTY OF PITICIN ) The foregoing instrument was acknowledged before mc this~_~.~day of 5'~r'~ 200:}, bY::~I~J~":~.AD_, as Chairman of the Board of County Commissioners of Pitkiz~ County. Witness my hand and official sea]. My commission expires: #o.>" "--? STATE OF COLOP, ADO ) )ss COUNTY OF PITKIN ) The foregoing instrument was acknowledged before rne this ~.~d~ay of~, 2003, by~ as Elder of Grace Church of the Roaring Fork Valley, Inc. Witness my hand and official seal. My Commission expires ~y commission expires: 1Z/26/2004 Notary Public .,,, ~.,-_... ....... . ,,~-% . 99/25/2993 GP. CeURC 204 Park Avenue, Unit l-C, Basalt, CO 81621 Special Business Meeting - September 19th, 2003 I hereby certify that the following motion was made, seconded and passed during a duly held special business meeting of Basalt Bible Church, held on September 19, 2003: "Effective the date of this consent, E. Wayne Start, Director, Secretary and Elder of Grace Church of the Roaring Fork Valley, Inc. ("GCRFV"), is hereby authorized to negotiate and sign a lease and option agreement by and between GCRFV and the Board of County Commissioners of Pitkin County ("Pitkin County") for the Pitkin County refueling depot located on the property located at 1776 Emma Road which GCRFV has under purchase contract. E. Wayne Starr's signature on this lease and option agreement shall represent the full authority of the GCRFV Board of Directors, Board of Elders and officers of the corporation." Certified this °~{$tl day of September, 2003. By: Donald L. Sarver - Director, President & Elder By: yn - ' , Secretary & Elder ~Jim Alexander - Director & Elder By:. Terry ~.~er - Director & Elder By:. Michael L. Spalding~ Director & ~lder Page: Ze of le ~9/25/2003 SZLVIGI DI~VZS PZTKIN COUNTy CO R ~.~ D ~.~ IGRACE CHURCH OF ~ ROARING FORK VALLEY I . .. ,~ PITKIN COUNTY REFULING DEPOT .~ / [ ~ ~ SITE l~m'oc~'rloN .~,~TIV~ ~ I 488889 :- e9/2"~/2003 S! vz~ D~VIS P~TKZN C~Ty CO R 8.8~ D LEASE A~ OPTION AGREEMENT ~is ~e ~d Option A~eemcnt ("A~eement") is made ~ entered into this ~ day of September, 2003, by and bc~ccn G~cc Chu~h office Ro~ing Fork Valley, Inc. ('~c Ch~ch") and the Board of County Commissionc~ of Pitkin County, Colo~do ("~c Co~ty'~. RECITALS WHE~AS, ~e County is a p~y to ~at ce~n ~asc ~d Option Agrccmcn~ ("~c Prior A~cement") bc~ecn ~e County ~d Jo~ J. ~d Eli~bcth P. Grcdig dated . J~u~ 24, ! 986 ~d recorded at Book 508, Page~of the Pitkin County records; ~d WHE~AS, ~e Prior Agreement gives the County a right offi~t refusal to purchase a one-acre p~cel of land s~ounding the County's existing refueling facility on · e Gredig prope~y located at ! 776 Emma Road; and ~IE~AS, the Church is cu~ently under con~act to purch~e ~e entire G~dig Property, activating ~e County's right of tim refusal; ~d WHE~AS, ~e Church desires to induce the County to forego exercising its right of first ref~al ~d to have ~e Co~ty's refueling ~acility relocated to a different area on the Gredig Propeay, and ~IE~AS, provided appropdate l~d-use approvals are obtained the County is willing to accommodate the Ch~ch's request to relocate ~e refueling facility in consideration of~e coven~ts herein contained; and WIIE~AS, the County and Ihe Church desire b) this Agreement lo provide the County with a binding option ~at protects the County's right lo acquire a one-acm parcel on the'Gredig Prope~y while providing the Church with more flexibility in i~ future plus for the Gredig Property. NOW THEREFORE, in conside~tion &the sum of ICh dollars ($I0) paid to the Chumh by the County, the foregoing reci~ls and the covenants herein contained, and such other good and valuable consideration the sufficiency of which is hereby a~knowledged, fl~e County and the C~urch agree as follows: 1. County Agreement Not to Exercise Right of First Refi~sal. ~e County agrees that it shall not exemise the option and righl of flint refusal granted to it by Paragraph 12 of the Prior Ag~ement in connection with fl~e sale of fl~e Gredig Pro~e~y Io the Church so long ~ such sale to ~e Chumh by the Gredigs occurs within hventy-one (21) days of the date of this Agreement. Page: I of 8 PitkJn Count), and Grncc Church pa;,: 4 of le e9/25/~003 I! :47~ PH~C2 o~ $ILVIR DRVI5 PITKIN COUNTY CO R ~.~ ~ ~.~ 2. ~ontinuation of ~ase. ~e Church agrees ~at the County sh~l ~ve the rlght to continue le~ing Parcel "A," ~ described and identified in the Prior Agreement, for a period of 19 months from the date of this Agreement. ~e material te~s of~is 19- mon~ lease shall be ~e s~e ~ ~ose contained in pam~ap~ 1, 4, 7-I 1, and 13 of the Prior Agreement. ~e Church shall not have the right to te~inate said lease prior to ~e expiration of the 19-mon~ te~ or lhe date upon which the County provides ~xitten notice to ~e Church ~at it h~ fully vacated said P~cel "A," whichever is sooner. The rental for this 19 mon~ period shall be ten dollars ($10), ~d shall be due to the Ch~ch upon the signing of~is Agreement. 3. CounW Agreement lo Pu~ue I~nd Use Approval. ~e Co~ty agrees that it shall file ~d in good fai~ diligently pursue approval of~ application under ~e Pitkin County ~nd Use Code for subdivision ~d use ~ a refueling facility ora one-acre parcel located on fl~e southeast comer oflhe Gredig Pro~y and depicted ~ "Parcel B" on Exhibit I hereto. Upon the Co~ty's request, ~e Church shall support lhis County application before ~e relev~t authorities. Binding Option to Purchase. ~e Church hereby ~ants to the County a binding option to p~chase a one-acre parcel of~e Gredig Property as follows: a. Should the County obtain approval of the application provided for in P~agmph 3, supra, wi~in 18 months of the date of this Agreement, the County shall have the right to purchase a one-acre parcel in the location of Parcel "B' as sho~ on Exhibit 1 hereto. ~e purchase price for ~s one-acre Parcel "B" shall be Fifty-Eight ~ous~d, ~ee Hundred Seventy-Seven Dollars and Ninety-Five cents ($58,377.95). Upon notification by the County that it intends to exercise this option lo purchase Parcel B, the County and lhe Church shall confer in good faith to detc~ine the precise legal boundaries of P~cel B, provided however, that the County's legitimate operational needs shall control in any such dete~ination. The Church shall Ihen cause a su~,ey io be conducted to fix those precise boundaries. Upon closing, the Chnrch shall deliver a General Wananty deed and fully marketable, unencumbered title to Parcel B, and shall provide the County ~th a policy of Title Insurance for Parcel B lhal is acceptable to the County. b. Should the County nol oblain approval ofthe application provided for in Paragraph 3, supra, within 18 months of the date oflhis Agreement, the County shall have Ihe right Io purchase a one-acre parcel in Ihe location ofParcel "A" as shown on Exhibil I hereto. ~e purchase price for this one-acre Parcel A sh~ll be Fifty-Eight Thousand, Three I lundred Seventy-Seven Doll,s and Ninely-Fivc cents ($58,377.95). Upon notification by the County Ihat il intends Io exercise this option to purchase Parcel A, the County and lhe Church shall confer in good faith Io dete~ine the precise boundaries of Parcel A, provided, however, that the County's legitimale operational needs shall control in any such dcte~ination.' ~e County shall then cause a sumey Io be conducted to fix those precise boundaries. Upon closing, the Church shall deliver a General Wa~anty deed and fully marketable, unencumbered title lo Parcel A, and shall ~9/25/2~03 11:47~ ' ' ]'itkin Counq,'and Grace Church P&ge: 5 of lo ~9/2'~12003 11 Page3of6 sz~v:n =nvzs m~K;. COmTV CO n e.ee D e.ee provide the Co~ty wi~ a policy of Title Insu~ce for P~cel A ~at is acccpt~le to the Co~ty. c. ~e County and ~e Church explicitly recogn~e ~at ~is " Agreement calls for a subsequent agreement between them to detemine the precise bound~ies of~e one-acre parcel to be conveyed by the Church to ~e County,'~d recognize that such a subsequent agreement is in bo~ p~ies' best interests, ~ it prese~es flexibility for both partes in pmuing the highest ~d best uses of their res~ctive properties. 5. Time for Exercise of Option. ~e option granted in Prograph 4, sz~ra, shall be exemised no later than 19 months from ~e date of this Agreement. 6. County's Relocation Costs. Should the County exercise ~e option provided for in Pam~aph 4(a), supra, the rcm ofthc Ieee provided for herein shall be extended by sixty (60) days, ~d ~c panics shall hear the costs of relocating the County's existing refueling facility from P~cel A to Parcel B as follows: a. The Count}, shall pay cosB ofcle~up, to EPA or C~lorado s~te smd~ds, ofany enviromenml contamination caused by ~e County on P~cel A. Apm from removing its existing facilities and remediating County-caused contamination, if any, the County sh~I1 not be responsible for any improvements to thc site ofthe cxisting refueling facility upon its ab~doment by the County. b. ~e Church shall pay the County's actual out-of-pocket cos~ incuned in connection with ~e relocation of thc refueling facility from Parcel A to Pamel B. Whenever practicable, the County shall supply pemonnel ~d equipment required to relocate the faciliB' and associated improvements, and shall not charge the Church for County man-houm or for use of County-ogmed equipment. Cost ofmaterials, and cost or non-County pcmonncl and cquipmcm that may be requircd to full), effectuate the relocation of the existing hcility shall be thc rcsponsibility of thc Church. Provided, however, that the Church's responsibility to pay for relocation costs shall be limited to creating on Parcel B a refueling facility with Ihe same improvemcncs existing on Parcel A as of Iht date ofthis Agreement. The Church shall not be responsible for any additional improvements above and beyond the currently-existing smtc of the refueling facility. ' "' c. The Church shall bear the costs ofpiping the I [eadcr Ditch offthe l lomc Supply Ditch as it crosses under or through Pamel B, along with any other ditch- related changcs or improvcments necessitated by the rclocation. 7. Church Right o~ First Refi~sal. Should thc County decide to sell the one- acre pamel it acquires pursuant to excmise of the option granted pursuant to Paragraph 4, supra, thc County agrees that the Chumh shall have a right of first refusal to pumhase thc pmpc~y al the price reached bctwecn the County and thc prospective buyer. Said right or I lll [ llllIll l llllll[l llll lllllllll lil[ Paga: 3 of $ · Pitkln County and Grace Church ' ~a~e: G of le 09/25/2003 11:4'7g Page4of6 R e.ee D o.ee ' first refusal must bc cxerciscd by writtcn notification to thc County within twcn~y-onc (21) days of receipt by thc Church of notice from thc County of its intent to sell. 8. Recording; Bindinq Effect. The County shall record this Agreement and the attached Exhibit I with the Pitkin County Clerk and Recorder. Upon signature by both parties, this Agreement shall mn ,~Sth the land and shall be binding upon the County and the Chumh and upon all of their respective heirs, representatives, successors, and assigns. This Agreement shall not be amended or altered except in a writing signed by both parties. 9J Whole Agreement; Severabilitv. This Agreement is fully integrated and represents the entire agreement between the parties. Ifa court ofcompetent jurisdiction finds or holds any part of this Agreement to be void, unenforceable, invalid, or illegal, the remainder ofthis Agreement shall nevertheless be continued in full force and effect. i 0. Land Use Applications. Nothing herein shall be construed to exempt any person, corporation or other entity from full compliance with the Pitkin Count)' Land Usc Code or other provisions of law governing land use applications. I 1. Execution of Documents. The Parties agree to cooperate and to execute any and all documents or instruments deemed appropriate and necessary to effectuate the lerms of this Agreement, including any contracts, closing documents, and deeds required to effectuate the provisions of Paragraph 4, sttpra. 12. Notice. Notice as required herein shall be effective by hand delivery on the date of hand delivery, or one da)' foll6wing deposit in thc U.S. mail, postage prepaid, return receipt requested, addressed to: Far th.c Count)': Mr. Brian Petter Director of Public Works 76 Service Center Rd. Aspen, CO 81611 With copy to: Christopher G. Seldin, Esq. Assistant County Attorney 530 E. Main St., Suite 302 Aspen, CO glfii I For'the Church: E. Wayne Starr Elder, Grace Church ofthe Roaring Fork Valley 813 Grand Avenue Glenwood Springs, CO 81601 · Lease and Option Agrcemen! Between Page: ? of le · Pitldn Count}' and Grace Church 09/25/2003 11:47g PageSof6 ~ e.e~ o e.ee 12. A~omey Fees; Venue. In ~c event ~at ~e Parties hereto litigate.the tc~s ~d provisions hereof, ~e subs~tially prevailing pa~y shall ~ entitled to reasonable attorneys fees ~d costs ineu~ed. Exclusive venue for any and all la~uits or claims arising under or relating lo this Agreement is agreed to be in Pi~in Count), Dis~iet Coup. 13. Remedies. In addition to any other remedies available, it is specifically agreed, wi~out limitation, ~at ~e panics hereto may seek specific perfo~ce, injunctive relief~d damages as a remedy herein. 14. Recitals. ~e Recitals contained in ~is Agreement ~ hereby made an integral p~ of the Agreement. ! 5. Authority. The signatories to this Agreement wa~ant that they have full au~oriW to act on behalf of and bind their respective org~imtions to the le~s of~is Agreement. DONE THIS ~.~ DAY OF.September, 2003: The Board of Count}-Commissioners Grace Church of thc Roaring of Pitkin Count}- Fork Valley, Inc. E. Wayne Start, Elder ~ Hatfield, Chai ./~nan APPROVED AS TO FORM: $1~vDa D~VI$ PITKIN COUNTY Lease and Option Agreement Between Pitkin Count). and Grace Church Pa~e: e9/25/2oo3 ! ~. :47g STATE OF COLORADO ) szLvm =Avis PZTKIN COUNTY CO R e,OO D e,OO )ss CO~TY OF PIT~ ) · . The foregoing Im~mcnt w~ ~c~owlcdgcd before me ~is~ day of. 200~, by~ ~s Chai~an of ~e Bo~d o~ Coumy Co~issionc~ of Pitkin County. wimess my hand ~d o~ci~] seal. My commission cxpircs: / % -~/-~ ~ No~ry Public ~ ~F"- ~'* ~ F~;..' '..~ STATE OF COLO~DO ) )ss CO~' OF PITK~ ) The foregoing imtmmcnt ~s ac~owlcdgcd before me this~ day of~ 2003, by~ as Elder of Grace Church of~e Roaring Fork Valley, Inc. Witness my hand ~nd o~cial seal. My C~mission ~i~ My commission expires: 1~ Notary PuNic ;'% ~. ~*';~, . ~, ,, SI~VIA OflVlS pITKIN COUNTY CO R e.ee D e.ee / e~/25/20e3 ~! :47~ $ILVIA DAV]S PITKIN COUNTY CO R ~.~e ~ ~.~ G~CE CHURCH OF THE ROARING FORK V~L~ 204 Park Avenue, Unit l-C, Basalt, CO 8 ] 62] Speci31 ~usiness Meetin~ - September ] 9~h, 2603 hereby ce~ify that thc followin~ motion w~ made, seconded and passed dufin~ a duly held special business meeti~ of B~s~lt Bible Church, held o~ September ] 9, 2003: "Effective the date of this consent, E. Wayne Starr, Director, Secretary and Elder of Grace Church of the Roaring Fork Valley, Inc. ("GCRFV"), is hereby authorized to negotiate and sign a lease and option agreement by and between GCRFV and the Board of County Commissioners of Pitkin County ("Pitkin County") for the Pitkin County refueling depot located on the property located at 17,76 Emma Road which GCRFV has under purchase contract. E. Wayne Start s signature on this lease and option agreement shall represent the full authority of the GCRFV Board of Directors, Board of Elders and officers of the corporation." Certified this ~'/'$t~ day of September, 2003. By: Donald L. Sarver - Director, President & Elder By: . . yn - ' ,Secretary & Elder Ry~JJim Alcxandcr- Dircct6r & Elder By: Terry ~ger-Director &'Elder ,L__x.. · ,. . ~, ~ , By: Mmhael L. Spaldmg~' D~reclor & ~lder~ ' ~ ' SI[VIR DAVIS PITKIN CO~TY CO R e.ee o e.ee 0e~12~12003 11:47¢ Page: 8 of 8, ~9/25/2003 1! :47~ GRACE CHURCH OF THE ROARING FORK VALLEY PITKIN COUNTY REFULING DEPOT ~ SITE RELOCATION ALTERNATIVES '~'" ~'d*'" EXHIBIT ONE '*'*='":'