Ordinance No. 2010-24Ordinance 10-24
AN ORDINANCE ANNEXING APPROXIMATELY 286.64 ACRES OF PROPERTY LOCATED
AT THE SOUTHWEST CORNER OF THE SR248 AND US40 INTERCHANGE IN THE QUINN'S
JUNCTION AREA, KNOWN AS THE PARK CITY HEIGHTS ANNEXATION, INTO THE
CORPORATE LIMITS OF PARK CITY, UTAH, AND APPROVING AN ANNEXATION
AGREEMENT AND A WATER AGREEMENT, AND AMENDING THE OFFICIAL ZONING MAP
OF PARK CITY TO ZONE THE PROPERTY COMMUNITY TRANSITION (CT)
WHEREAS, on January 28, 2005, the majority property owner of the property known as
the Park City Heights Annexation, as shown on the attached Annexation Plat (Exhibit A, the
"Property"), petitioned the City Council for approval of an annexation into the Park City limits; and
WHEREAS, the Property is approximately 286.64 acres in size and is located southwest
of the intersection of State Road 248 and US-40 as described in the attached Legal Description
(Exhibit B); and
WHEREAS, the Property is included within the Park City Annexation Expansion Area, and
is not included within any other municipal jurisdiction; and
WHEREAS, on February 16, 2005, additional information was included in the annexation
submittal and the submittal was deemed complete; and
WHEREAS, the Park City Council accepted the Park City Heights petition for annexation
on March 10, 2005; and
WHEREAS, the City reviewed the petition against the criteria stated in Sections 10-2-403
(2), (3), and (4) of the Utah Code, annotated 1953 as amended, and found the petition complied
with all applicable criteria of the Utah Code; and
WHEREAS, On April 8, 2005, the City Recorder certified the annexation petition and
delivered notice letters to the "affected entities" required by Utah Code, Section 10-2-405, giving
notice that the petition had been certified and the required 30-day protest period had begun; and
WHEREAS, no protests were filed by any "affected entities" or other jurisdictions within
the 30-day protest period and the petition was considered accepted on May 11, 2005; and
WHEREAS, the City Council established the Park City Heights Annexation Task Force
(Resolution No. 13-06) on May 4, 2006, for purposes of formulating specific recommendations to
the Planning Commission and City Council relating to the annexation's proposed zoning, density,
land uses, affordable housing, transportation, and community economic/fiscal impacts; and
WHEREAS, the Task Force, on July 10, 2007, forwarded a unanimous positive
recommendation to the Planning Commission to, among other things, zone the annexation area
Community Transition (CT) and recommend a conceptual site layout; and
WHEREAS, the Planning Commission, after proper notice, conducted a public hearing on
February 27, 2008. The public hearing was continued to March 26, 2008, where additional input
was received; and
WHEREAS, on April 9, 2008, the Planning Commission conducted a public hearing and
voted to forward to City Council a recommendation on the proposed annexation and also
recommended that the property be zoned Community Transition (CT); and
WHEREAS, on April 24; May 22; June 5, 19, and 17; July 17; August 28; September 11
and 18; October 16, and December 18, 2008 the City Council conducted public hearings and
discussed the annexation proposal; and
WHEREAS, on April 30, 2009, the City Council further discussed outstanding issues
regarding conceptual site planning, density, affordable housing, and infrastructure cost sharing. ,
WHEREAS, on May 6, 2009, the property was re -posted and properly noticed for a public
hearing on May 21, 2009, and the City Council conducted the public hearing and continued the
hearing to June 4, 2009. Additional public hearings were held on June 25, July 9 and 30, August
20, September 3, and October 8, 2009, when the item was continued to a date uncertain.
WHEREAS, on May 12, 2010, the property was re -posted and properly noticed for a
public hearing on May 27, 2010.
WHEREAS, on May 27, 2010, the City Council conducted a public hearing and took public
testimony on the matter, as required by law; and
WHEREAS, the Council finds that the requested Community Transition (CT) zoning, is
consistent with the Park City General Plan and Quinn's Junction Joint Planning Principles; and
WHEREAS, the requested CT zoning allows for residential density of up to one unit per
acre subject to compliance with 1) Master Planned Development (MPD) requirements described
in Section 15-6 of the Land Management Code (LMC) and 2) CT-MPD requirements described in
Section 15-2.23-4 of the LMC; and
WHEREAS, an application for a Master Planned Development (the "Proposed MPD") on
239.58 acres of the annexation Property was submitted with the complete annexation petition;
and
WHEREAS, an Annexation Agreement, between the City and Petitioner pursuant to the
Land Management Code, Section 15-8-5 (C), setting forth further terms and conditions of the
Annexation and Master Planned Development, including a Water Agreement, is herein included
as Exhibit D;
NOW, THEREFORE BE IT ORDAINED by the City Council of Park City, Utah as follows:
SECTION 1. ANNEXATION APPROVAL. The Property is hereby annexed into the
corporate limits of Park City, Utah according to the Annexation Plat executed in substantially the
same form as is attached hereto as Exhibit A and according to the Findings of Fact, Conclusions
of Law, and Conditions of Approval as stated below.
The Property so annexed shall enjoy the privileges of Park City as described in the Annexation
Agreement attached as Exhibit D and shall be subject to all City levies and assessments as
described in the terms of the Annexation Agreement.
The Property shall be subject to all City laws, rules and regulations upon the effective date of this
Ordinance.
SECTION 2. ANNEXATION AGREEMENT. Council hereby authorizes the Mayor to
execute the Annexation Agreement in substantially the same form as is attached hereto as
Exhibit D and as approved by the City Attorney. The Annexation Agreement shall include an
executed Water Agreement (as an attachment) between the City and Applicant to be recorded
concurrently with the Annexation Agreement.
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SECTION 3. COMPLIANCE WITH STATE LAW, GENERAL PLAN, AND ANNEXATION
POLICY PLAN. This annexation meets the standards for annexation set forth in Title 10, Chapter
2 of the Utah Code, the Park City General Plan, and The Annexation Policy Plan - Land
Management Code Chapter 8, Annexation. The CT zoning designation is consistent with the
Park City General Plan and Annexation Policy Plan.
SECTION 4. OFFICIAL PARK CITY ZONING MAP AMENDMENT. The Official Park
City Zoning Map is hereby amended to include said Property in the CT zoning district, as shown
in Exhibit C.
SECTION 5. FINDINGS OF FACT, CONCLUSIONS OF LAW, AND CONDITIONS OF
APPROVAL.
Findings of Fact
1. The property is subject to the Employee/Affordable Housing requirements of the Affordable
Housing Guidelines and Standards Resolution 17-99. One Affordable Unit Equivalent equals
800 square feet.
2. Land uses proposed in the Proposed MPD include market rate residential units, affordable
units, and required affordable housing units, as described in the Annexation Agreement. It is
anticipated that the Petitioner will submit a revised MPD application to the Planning
Commission for review and final action. Other support uses, as approved by the Planning
Commission during the Master Planned Development review, consistent with the CT zone
and Land Management Code, may be allowed. Final configuration and integration of the
market rate and affordable units will be determined at the time of MPD review.
3. The proposed land uses are consistent with the purpose statement of the CT zone and shall
be presented in the revised MPD as a clustered development preserving the natural setting
and scenic entry corridor by providing significant open space and landscape buffers between
the development and highway corridor.
4. The revised MPD, when approved, shall substantially comply with the Annexation Agreement.
5. Parcel SS-92, a 24 acre parcel within the annexation area, is donated to the City for open
space, public recreation and utility uses.
6. The annexation complies with the Quinn's Junction Joint Planning Principles in that the
proposal results in significant public benefits due to the inclusion of a significant amount of
affordable housing in a residential community with a range of housing types, and the
proposed affordable housing relates to Park City's recreation and tourism industry.
7. The recitals above and findings of the Technical Committee dated July 10, 2007, are
incorporated herein.
8. The requirement for 44.78 Affordable Unit Equivalents (AUEs) associated with the IHC
Hospital, as described in the Intermountain Healthcare/USSA/Burbidge Annexation
Agreement, will be transferred to and satisfied by the construction of said AUEs within the
Property.
Conclusions of Law
1. The Annexation and Zoning Map amendment are consistent with the Park City Land
Management Code and General Plan.
2. Approval of the Annexation and Zoning Map amendment does not adversely affect the
health, safety, and welfare of the citizens of Park City.
Conditions of Approval
1. The Official Zoning Map shall be amended to include the Park City Heights Annexation
property in the Community Transition (CT) Zoning District.
2. The Annexation Agreement shall be fully executed and recorded with the Annexation Plat.
3. The affordable housing density transferred from the IHC parcel is hereby permanently
removed from within the IHC MPD and no affordable density shall be allowed on City -owned
5 acre parcel known as Lot 4 of the Subdivision Plat (Second Amended) for the Intermountain
Healthcare Park City Medical Campus/USSA Headquarters and Training Facility.
SECTION 6. EFFECTIVE DATE. This Ordinance shall take effect upon publication of this
Ordinance, recordation of the Annexation Plat and Annexation Agreement, and compliance with
state annexation filing requirements, pursuant to the Utah Code Annotated Section 10-2-425.
PASSED AND ADOPTED this 27'" day of May, 2010.
PARK CITY MUNICIPAL CORPORATION
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Mayor Dana Williams
Attest:
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Sharon Bauman, Deputy City Recorder
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Exhibits
Exhibit A- Annexation Plat
Exhibit B- Legal Description
Exhibit C- Zoning Map amendment
Exhibit D- Annexation Agreement
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Exhibit B
EXHIBIT B
LEGAL DESCRIPTION
Beginning at the West Quarter Corner of Section 11, Township 2 South, Range
4 East, Salt Lake Base and Meridian, and running thence along the west line
of Section 11, North OO19'41" East 1474.01 feet to the Hidden Meadow
Subdivision Boundary, thence along said boundary the following five (5)
courses: 1) North 63'17'52" East 344.36 feet; 2) North 7552'07" East
1,501.92 feet; 3) North 38'46'13" West 606.70 feet; 4) North 39'40'23" West
608.58 feet; 5) North 41'00'00" West 654.95 feet; thence North 53'50'33"
East 894.32 feet; thence South 8922'45" East 47.22 feet; thence North
00'03'07" West 89.53 feet; thence North 00'03'09" West 1,234.47 feet; thence
North 8952'42" West 88.45 feet; thence North 21'56'10" East 214.48 feet;
thence North 26'13'31" East 401.12 feet; thence North 21'56'10" East 273.53
feet; thence South 89*57*30" East 1,087.40 feet; thence North 00*26*18" East
109.93 feet; thence North 25'15'30" East 568.97 feet; thence South 07'07'13"
East 1.241.62 feet; thence South 18'25'48" East 203.96 feet; thence South
07'07'13" East 751.89 feet; thence South 84'20'15" East 30.76 feet; thence
South 07'07'13" East 2,093.95 feet; thence South 42'41'40" West 209.44 feet;
thence continue along said line South 42'41'40" West 3,003.21 feet; thence
South 00'29'50" East 116.56 feet; thence North 89'30'59" West 1,368.96 feet
to the POINT OF BEGINNING.
Containing 286.64 acres, more or less.
Exhibit C
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When recorded, please return to:
PARK CITY MUNICIPAL CORPORATION
City Recorder
P O Box 1480
Park City UT 84060
ANNEXATION AGREEMENT
THIS ANNEXATION AGREEMENT (this "Agreement') is made by and between Park City
Municipal Corporation (hereinafter, "Park City" or the "City") and Boyer Park City Junction, L.C. , a
Utah liability company (hereinafter, `Lover" or "Petitioner") to set forth the terms and conditions
under which Park City will annex certain land owned by Petitioner as Tenants In Common with Park
City, consisting of approximately 286.64 acres (which includes land owned by other landowners, as set
forth in the next paragraph) and located in unincorporated Summit County, Utah, at the southwest corner
of State Route 248 and Highway 40 (as further defined below, the "Petitioner's Property'), and known
as Park City Heights Annexation, into the corporate limits of Park City and extend municipal services to
the Property. The City and Boyer are sometimes collectively referred to in this Agreement as the
"Parties" or individually as a "Party". This Agreement is made under authority of §§ 10-2-401 et. seq.
of the Utah Code, Annotated 1953, as amended "MLUDMA").
WHEREAS, included in the 286.64 acre annexation Property are the following parcels: parcel 1-
M. Bayer/J. Bayer (SS-89-A); parcel 2- Boyer/Park City Municipal Corporation (PCMC) (SS-122);
parcels 3, 7, and 8- Park City Municipal Corporation (PCMC) (SS-88); parcel 4- Utah Department of
Transportation (UDOT) (SS-92-A-2-X); parcel 5- Park City Municipal Corporation (PCMC) (SS-92-A-
X-X); and parcel 6- Boyer/Park.City Municipal Corporation (PCMC) (SS-92). The annexation Property
also includes the right-of-way of Old Dump Road through the Property and the State of Utah Parks and
Recreation Rail Trail right-of-way through the Property.
WHEREAS, in furtherance of the foregoing, the Petitioner desires to annex the Property into the
corporate limits of the City and, to that end, an annexation petition (the "Annexation Petition") for the
Property was filed with the City on January 28, 2005. Additional information was included in the
annexation petition and on February 16, 2005, the City deemed the application complete. The petition
was accepted by the City on March 10, 2005.
WHEREAS, in connection with any such annexation (the "Annexation"), the Property is
proposed to be zoned Community Transition ("CT Zone"), a City zoning district that allows for low
density, clustered development as part of a Master Planned Development as more fully described in the
City's Land Management Code. The zoning district allows uses including, but not limited to,
public/quasi-public institutional uses, public recreation uses, affordable/employee housing, residential,
and open space land uses on the Property.
NOW, THEREFORE, in furtherance of the Annexation Petition, in consideration of Park City's
agreement to annex Petitioner's property and in consideration of the mutual promises contained herein,
as well as the mutual benefits to be derived here from, the Parties agree that the terms and conditions of
Annexation shall be as follows:
1. Property. The property to be annexed is approximately 286.64 acres in size, as depicted
on the annexation plat attached as Exhibit A (the "Annexation Plat") and as more fully described in the
legal description attached as Exhibit B (hereafter referred to as the "Property").
2. Zoning. Upon Annexation, the Petitioner's Property will be zoned Community
Transition District (CT).
3. Master Plan Approval; Phasing. Pursuant to Land Management Code Section 15-8-3
(D), on July 5, 2007, a complete revised application for a Master Planned Development on 239.58 acres
of the Property (as submitted, the "MPD") was filed with the City. Concept Site Plan is attached as
Exhibit D. Annexation parcels 1, 4, 5 as described above are not included in the MPD. The Petitioner
plans to submit a revised MPD application. The allowable residential density of the MPD project area is
239 units. Of those 239 units, no more than 160 units shall be market residential units. This allowable
density does include all required affordable housing units as specified in Paragraph 10 below. This
Agreement does not represent approval or vesting of the submitted MPD or any subsequent MPD
proposal. Rather, the MPD and the land use development of the Property shall be governed by the
zoning designations provided herein and, shall be finalized (and, as necessary, amended) as soon as
reasonably practicable following completion of the Annexation process pursuant to Utah Code
Annotated § 10-2-425(5) (the "Final MPD"). Moreover, any substantive amendments to the MPD or
this Agreement shall be processed in accordance with the Park City Land Management Code in effect at
the time. Further, as part of the Final MPD and subdivision approval process, the phasing of the
development of the Property shall be determined, to ensure the adequacy of public facilities that may be
required to support any such development.
4. Trails. A condition precedent to subdivision approvals for the Property is the grant to the
City of non-exclusive, public easements across the Petitioner's Property, and the construction of non -
vehicular pedestrian trails as determined by the Planning Commission during the Final MPD and
Subdivision Plat review process (collectively, the "Trails"). In any event, the trail easements shall
include, but are not limited to, existing trails and those easements necessary to extend and/or relocate
existing non -vehicular pedestrian trails to connect to other public trail easements existing or planned for
the future on adjacent developed or undeveloped properties. Any obligations with respect to the
construction of any such trails shall be governed by the terms and conditions of the Final MPD for the
Property.
5. Fire Prevention Measures. Because of significant wild land interface issues on the
Property, the Petitioner (or, as specified in connection with any such assignment, its assigns) agrees to
implement a fire protection and emergency access plan, to be submitted prior to the issuance of any
building permits, and to be reviewed and approved by the Fire Marshall and Chief Building Official for
compliance with applicable building and fire codes.
6. Roads and Road Design. All streets and roads within and to the Property, which are to
be dedicated to the City, shall be designed according to the City's road design standards or retained as
private roads. The roads in the affordable housing area are anticipated to be public and shall be granted,
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conveyed and/or dedicated to the City for purposes of a public thoroughfare and, upon acceptance
thereof by the City, the maintenance and repair thereof shall be by the City. Unless bond funds are used
in connection with the construction of the roads in the market rate housing area, such portion of the
roads shall remain private and maintenance and repair of all such streets and roads shall remain with the
Petitioner (or its assigns) including any Owner's Association, until such time as any such streets and
roads shall be accepted by Park City pursuant to the City's applicable ordinances governing any such
dedication (the "Subdivision Ordinance"). All roadways within the Property and subject to the
Subdivision Ordinance (the "Subdivision") shall be not less than thirty (30) feet wide, back of curb to
back of curb. The final determination of which roadways, or portions thereof, are to be publicly
dedicated shall be made during the Subdivision Plat review process; provided that the terms and
conditions of grading and constricting roadway access across any City property shall be agreed to as
part of any Development Agreement approval process.
Sidewalks shall be included within the dedicated non -pavement right-of-way of all roads unless
an alternate location is approved by the Planning Commission. Non -motorized paths separate from the
road right-of-way may be preferable and determined by the Planning Commission.
The Development Agreement shall not propose a road or street connection from Park City
Heights to The Oaks at Deer Valley Subdivision, Hidden Meadows Subdivision, or to the Morning Star
Estates Subdivision. The two proposed single family lots with access onto Sunridge Cove shall be
restricted at the time of the Final MPD to single family uses, consistent with the uses allowed in the
Oaks at Deer Valley Subdivision. These lots may, if approved by the Oaks at Deer Valley Subdivision,
be included in the Oaks at Deer Valley HOA at the time of the Final Subdivision Plat approval.
7. Sanitary Sewer, Line Extensions and Related Matters. Construction and alignment of
the sanitary sewer shall be established as part of the Final MPD and the Final Subdivision Plat for the
Property (as accepted by the City and filed in the official real estate records of Summit County, Utah,
the "Subdivision Plat"). The preferred alignment of the sanitary sewer shall be that alignment which
results in the least visual impact and site disturbance while meeting the site design and construction
requirements of the Snyderville Basin Water Reclamation District. Further, as part of the Development
Agreement, the Petitioner (or, as specified in connection with any such assignment, its assigns) shall
enter into a.latecomer's agreement to reimburse the City for a portion of its costs in extending sewer
facilities adjacent to the Property.
8. NVater Rights and Water Source Capacity. The 1992 Pre -Annexation and Settlement
Agreement conveyed 235.5 acre-feet of water rights to the City for the Park City Heights property and
memorialized the fact that development on that property would be treated as if it had dedicated water
rights to the City. Accordingly, the LMC Section 15-8-5 (C) (1) requirement to dedicate paper water
rights is satisfied by Boyer.
9. Water Impact Fees and Other Water Facilities and Systems Costs. Certain water
facilities and systems internal to Petitioner's Property shall be required to be constructed and, to the
extent to be dedicated to the City, easements therefore granted to the City, all of which shall be
determined, and agreed to, by the affected parties and the City during the Final Development Agreement
and final Subdivision review process (the "Water Facilities and Systems'). Any and all such Water
Facilities and Systems shall be constructed to not less than the specifications reasonably required by the
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City Engineer. A Water Agreement, between the City and the Petitioner substantially in the form
attached hereto as Exhibit C, shall be executed pursuant to this Annexation Agreement, to be recorded
concurrently.
In connection with the Development Agreement and subdivision approval process, on -site storm
runoff detention facilities, or approved alternatives, as approved by the Park City Engineer, may be
required. The timing for the construction of such storm run-off improvements shall be determined at the
time of final Subdivision Plat and Final Development Agreement approval (the "Storm Detention
Facilities").
10. Affordable Housine Requirement. Affordable/employee housing shall be provided in a
manner consistent with the conditions of the Final MPD, with the understanding and agreement of the
parties that:
a. The base Employee/Affordable Housing requirement for the development associated with
the Park City Heights Annexation and Final MPD will be determined as defined in the
City's Land Management Code and in a manner consistent with Affordable Housing
Resolution 17-99 and the CT Zone. This requirement shall be satisfied by the
construction of said AUEs within the Property. These AUEs do not count towards the
160 unit maximum residential market rate unit density.
b. The requirement for 44.78 Affordable Unit Equivalents (AUE's) associated with the IHC
Hospital, as described in the Intermountain Healthcare/USSA/Burbidge Annexation
Agreement, will be transferred to and satisfied by the construction of said AUEs within
the Property. These AUEs, currently configured in 17.91 Unit Equivalents, do not count
towards the 160 unit maximum residential market rate unit density as set forth above.
C. Park City may elect to build additional affordable housing units beyond those described
above. These units do not count toward the 160 unit maximum residential market rate
density as set forth above, but shall be included in the overall density calculation for the
Community Transition Zone.
d. Affordable units shall be made available for occupancy on approximately the same
schedule as or prior to a project's market rate units or lots; except that Certificates of
Occupancy (temporary or permanent) for the last ten percent of the market units shall be
withheld until Certificates of Occupancy have been issued for all of the inclusionary units
(subparagraph (a) above). A schedule setting forth the phasing of the total number of
market units in the proposed MPD, along with a schedule setting forth the phasing of the
required inclusionary units (subparagraph (a) above) shall be approved as part of the
Final MPD prior to the issuance of a building permit for either the affordable or market
rate units.
11. Sustainable Development requirements. All construction within the Final MPD shall
utilize sustainable site design, development and building practices and otherwise comply with
requirements of the CT Zone. Unless otherwise approved in the final MPD in compliance with the
current Environmental/ Sustainability Element of the General Plan, each home in the development must
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receive National Association of Home Builders National Green Building Standards Silver Certification
(or other Green Building certification as approved by the Planning Commission at the time of the Master
Planned Development approval) OR reach LEED for Homes Silver Rating (minimum 60 points). Green
Building Certification and LEED rating criteria to be used shall be those applicable at the time of
building permit submittal.
In addition to the builder achieving the aforementioned points on the Green Building or LEED for
Homes checklists, to achieve water conservation goals, the builder must either:
• Achieve at a minimum, the Silver Performance Level points within Chapter 8, Water Efficiency,
of the National Association of Home Builders National Green Building Standards; OR
• Achieve a minimum combined 10 points within the 1) Sustainable Sites (SS 2) Landscaping and
2) Water Efficiency (WE) categories of the LEED for Homes Checklist.
Points achieved in these resource conservation categories will count towards the overall score.
12. Planning Review Fees. Owner, as to its development portion of the annexed Property,
shall be responsible for all standard and customary, and generally -applicable planning, building,
subdivision and construction inspection fees imposed by the City in accordance with the Land
Management Code.
13. Impact and Buildine Fees. All property owners within the annexed property shall be
responsible for all standard and customary, and generally -applicable, fees, such as development, impact,
park and recreation land acquisition, building permit and plan check fees due and payable for
construction on the Property at the time of application for any building permits. In the event that
additional inspections of roads and structures are required, based on the Geotechnical report prepared by
GHS Geotechnical Consultants, Inc. dated June 9, 2006 and supplemental report dated March, 2008,
these additional fees shall be borne by the Petitioner.
14. Acceptance of Public Improvements. Subject to fulfillment of all the conditions of the
Subdivision Ordinance and, further, Park City's final approval of the construction of any such public
improvements, those roads, streets, water facilities, utilities, and easements as may be agreed by Parties
in connection with the Final MPD and Subdivision Plat review and approval process (the "Public
Improvements"), shall be conveyed and dedicated to the City, for public purposes. Following any such
dedication, Park City shall be responsible for the maintenance, repair and replacement of any and all
such Public Improvements.
15. Snow Removal and Storage. Other than as may be necessary or appropriate for the
Trails, Park City shall not be obligated to remove snow from private roads, streets or similar
improvements within the Property, until acceptance of the dedication thereof to the City pursuant to the
City's Subdivision Ordinance. Park City shall not be obligated to remove snow from private roads,
streets, or other similar private improvements to be further identified on the final subdivision plat.
16. Fiscal Impact Analvsis. The Fiscal Impact Analysis, prepared for the Petitioner by
Lodestar West, Inc. and dated June 6, 2007, was reviewed by the Park City Heights Annexation Task
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Force and forwarded to the Planning Commission for further review. The Fiscal Impact Analysis
concludes that the Annexation will result in an overall positive impact on the City. The analysis
includes revenue and cost assumptions related to the Annexation and development of the Property,
concludes that there will be a net fiscal gain to the School District for the market rate units and a net
fiscal loss to the School District for the affordable housing portion of the development, however, if
aggregate property taxes to the District generated from local sources are not adequate to cover the
expenditures required for the budget, then additional State funds would be redistributed per the State
Code, to compensate for the shortfall. The fiscal Impact Analysis is hereby accepted and approved by
the City as part of this Agreement.
17. Traffic Mitigation. A comprehensive traffic review and analysis of the Property and
surrounding properties, including existing and future traffic and circulation conditions was performed by
Petitioner's traffic consultant, Hales Engineering, dated June 7, 2007 on file at the Park City Planning
Department. The mitigation measures (including traffic calming) outlined in the Hales Engineering,
June 7, 2007, Park City Heights Traffic Impact Study shall be implemented in a manner consistent with
the Final MPD. The Parties anticipate that the Petitioner (or, as specified in connection with any such
assignment, its assigns) shall bear all financial costs, except land acquisition costs, for the construction
of a signalized intersection on State Road 248 and the connection of that intersection with a roadway to
the Property, as shown in the Traffic Impact Study. Construction of this intersection and its connection
with Richardson Flat Road shall meet all applicable Utah Department of Transportation and Park City
Municipal Corporation standards and, at a minimum, shall include the improvements detailed in a-d
below:
a. A southbound left turn lane, deceleration lane and taper shall be constructed on
SR-248 to accommodate more than 10 vehicles per hour making left-hand turning movements.
b. A northbound right turn pocket, deceleration lane and taper shall be constructed
on SR-248 to accommodate more than 10 vehicles per hour making right-hand turning
movements.
C. A westbound to northbound right turn acceleration lane and taper shall be
constructed on SR-248 to accommodate more than 50 vehicles per hour. When the intersection
is signalized, this improvement would not be necessary.
d. The Old Dump Road (Richardson Flat Road) shall be built to Park City Municipal
Corp. standards at a minimum width of 39 feet back -of -gutter to back of gutter within a 66 foot
right-of-way. This width is not inclusive of turn pockets or the improvements described in 1-3
below) to the easternmost Park City Heights intersection at the expense of the Petitioner. Turn
pockets shall be constructed on Richardson Flat Road at each of the Property's intersections with
the Richardson Flat Road. These turn pockets will be constructed per standards set forth in the
Manual of Uniform Traffic Control Devices (MUTCD) and/or by the American Association of
Highway Transportation Officials (AASHTO). The Richardson Flat Road at its intersection with
SR-248 will be of sufficient paved width to accommodate (at the stop bar):
i. 18" wide eastbound lane tapered per standards set forth in the MUTCD
and/or by the AASHTO.
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ii. 12' wide westbound left-hand/thru traffic lane (with adjoining right turn
lane) for a minimum of 150', then tapered per standards set forth in the MUTCD and/or
by the AASHTO.
iii. T wide bike lanes.
e. The cost sharing methodology (between Petitioner and any assigns) for the above
projects shall be agreed to by the Petitioner and assigns prior to Final MPD approval. The cost
sharing formula and timing for construction of the above improvements shall be detailed in the
Final MPD document.
18. Effective Date. This Agreement is effective upon recordation of the annexation plat and
the filing and recordation of the annexation ordinance.
19. Governing Law; Jurisdiction and Venue. The laws of the State of Utah shall govern
this Agreement. The City and Boyer agree that jurisdiction and venue are proper in Summit County.
20. Real Covenant, Equitable Servitude. This Agreement constitutes a real covenant and
an equitable servitude on the Property. The terms of this Agreement touch and concern and both benefit
and burden the Property. The benefits and burdens of this Agreement run with the land, and are
intended to bind all successors in interest to any portion of the Property. This Agreement, a certified
copy of the ordinance approving the Annexation, and the Annexation Plat shall be recorded in the
County Recorder's Office of Summit County, Utah.
21. Assignment. Neither this Agreement nor any of the provisions, terms or conditions
hereof may be assigned to any other party, individual or entity without assigning the rights as well as the
responsibilities under this Agreement and without the prior written consent of the City, which consent
shall not be unreasonably withheld, conditioned or delayed. Any such request for assignment may be
made by letter addressed to the City and the prior written consent of the City may also be evidenced by
letter from the City to Petitioner or its successors or assigns; provided that, notwithstanding the
foregoing, the City hereby consents to the assignment of the rights and responsibilities, and the benefits,
of this Agreement, in whole or in part, to Boyer upon written notice to the City; and provided that, in
connection with and to the extent of any such assignment, Petitioner shall not have any further rights or
responsibilities under this Agreement as and to the extent accruing from and after the date of any such
assignment.
22. Compliance with City Code. Notwithstanding Paragraph 17 of this Agreement, from
the time the Park City Council (the "City Council") formally approves this Agreement and upon
completion of the Annexation by recordation of the annexation plat, the Property shall be subject to
compliance with any and all City Codes and Regulations pertaining to the Property.
23. Full Agreement. This Agreement, together with the recitals and exhibits attached to this
Agreement (which are incorporated in and made a part of this Agreement by this reference), and the
written agreements expressly referenced herein, contain the full and complete agreement of the Parties
regarding the Annexation of the Property into the City and there are no other agreements in regard to the
7
Annexation of the Property. Only a written instrument signed by all Parties, or their successors or
assigns, may amend this Agreement.
24. No Joint Venture, Partnership or Third Partv Rights. This Agreement does not
create any joint venture, partnership, undertaking or business arrangement among the Parties. Except as
otherwise specified herein, this Agreement, the rights and benefits under this Agreement, and the terms
or conditions hereof, shall not inure to the benefit of any third party.
25. Vested Rights. Subject to the provisions of this Agreement, Petitioner (or its assigns)
shall have the right to develop and construct the proposed Project in accordance with the uses, densities,
intensities, and configuration of development approved in the Final MPD when approved, subject to and
in compliance with other applicable ordinances and regulations of Park City.
26. Nature of Obligations of Petitioner. Boyer is liable for performance of the obligations
imposed under this Agreement only with respect to the portion of property which it owns and shall not
have any liability with respect to the portion of the property owned by the other Party. Boyer agrees to
cooperate with each other to coordinate performance of all of their respective obligations under this
Agreement. Park City as Co -Tenant has authorized Boyer to petition and execute this Agreement on its
behalf and is liable for performance of the obligations imposed under this Agreement only with respect
to the portion of property which it owns and shall not have any liability with respect to the portion of the
property owned by the other Party.
(Signatures begin on following page)
91
PARK CITY MUNICIPAL CORPORATION,
a political subdivision of the State of Utah
By:
Dana illiams, Mayor
Dated this day of , 2010.
JPnMIT C
'� CORPORATYE
ATTEST:
�4J9LISXarL7✓ k��I�l�iLltQir�-
d MAR8g4t'
Sharon Bauman, Deputy City Recorder
�c
Dated this P- day of , 2010.
APPROVED AS TO FORM:
Y sz�
Mark Harrington, rity Attorney
Dated this 1, day of 70-1 2010.
BOYER PARK CITY JUNCTION, L.C.,
A Utah liability company, by its manager
The Boyer Company, L.C.,
a Utah limited liability company
By:
Name:
Its:
Dated this day of 2010
Exhibits
A. Annexation Plat
B. Legal Description
C. Water Agreement
D. Concept Site Plan
PARK CITY MUNICIPAL CORPORATION,
a political subdivision of the State of Utah
By:
Dana Williams, Mayor
Dated this day of 2010.
ATTEST:
Sharon Bauman, Deputy City Recorder
Dated this day of 2010.
APPROVED AS TO FORM:
Mark Harrington, City Attorney
Dated this day of 2010.
BOYER PARK CITY JUNCTION, L.C.,
A Utah liability company, by its manager
The Boyer Company, L.C.,
a Utah limited liability company
By:
Name:
Its: T M.
Dated this L day of dam„ 2010
Exhibits
A. Annexation Plat
B. Legal Description
C. Water Agreement
D. Concept Site Plan
0
2Amwa
P4 S0|-.
Exhibit B
EXHIBIT B
LEGAL DESCRIPTION
Beginning at the West Quarter Corner of Section 11, Township 2 South, Range
4 East, Salt Lake Base and Meridian, and running thence along the west line
of Section 11, North 00'19'41" East 1474.01 feet to the Hidden Meadow
Subdivision Boundary, thence along said boundary the following five (5)
courses: 1) North 63'17'52" East 344.36 feet; 2) North 7552'07" East
1,501.92 feet; 3) North 38'46'13" West 606.70 feet; 4) North 39'40'23" West
608.58 feet; 5) North 41'00'00" West 654.95 feet; thence North 53'50'33"
East 894.32 feet; thence South 89'22'45" East 47.22 feet; thence North
00'03'07" West 89.53 feet; thence North 00'03'09" West 1.234.47 feet; thence
North 89'52'42" West 88.45 feet; thence North 21'56'10" East 214.48 feet;
thence North 2613'31" East 401.12 feet; thence North 21'56'10" East 273.53
feet; thence South 89'57'30" East 1,087.40 feet; thence North 00'26'18" East
109.93 feet; thence North 25'15'30" East 568.97 feet; thence South 07'07'I3"
East 1,241.62 feet; thence South 18'25'48" East 203.96 feet; thence South
07'07'13" East 751.89 feet: thence South 84'20'15" East 30.76 feet; thence
South 07'07'13" East 2,093.95 feet; thence South 42'41'40" West 209.44 feet;
thence continue along said line South 42*41*40" West 3,003.21 feet; thence
South 00'29'50" East 116.56 feet; thence North 89'30'59" West 1,368.96 feet
to the POINT OF BEGINNING.
Containing 286.64 acres, more or less.
EXHIBIT C TO ANNEXATION AGREEMENT
WATER AGREEMENT
Thig WATER AGREEMENT (the "Agreement') is made and entered into as of the _�A
day of , 2010, by and between PARK CITY MUNICIPAL CORPORATION, a
political sub�divistiion of the State of Utah (the "City"); Boyer Park City Junction L.C. ("Boyer"),
(individually, a "Party" and, collectively, the "Parties"). The City is also a "Co -Tenant" with
Boyer for the purposes of developing the Project, as described herein, and will be referred to as
"Co -Tenant" as needed.
RECITALS
A. Boyer Park City Junction L.C. and City, Co -Tenants, each own certain real
property located in Summit County, State of Utah, as more particularly described and shown in
attached Exhibit "A" (the "Property"); and
B. Co -Tenants intend to improve the Property in phases, as described below, for
residential development (the "Project'), which is within the Park City Heights subdivision
("PCH"); and
C. The Parties have entered into an Annexation Agreement, dated July 2, 2010, (the
"Annexation Agreement'), under which the City annexed the Property into the corporate limits
of the City and agreed to extend municipal services to the Property and the Project; and
D. Under the Annexation Agreement, the Parties agree to enter into this separate
Water Agreement for the purpose of implementing Sections 9 of the Annexation Agreement
relating to, among other matters, the design and construction of and payment for the "Water
Delivery System," as defined in this Water Agreement and as may be further defined in any
future written agreement addressing that defined term;
NOW, WHEREFORE, in consideration of the terms and conditions of this Agreement, as
well as the mutual benefits to be derived from those terms and conditions, the Parties agree as
follows:
AGREEMENT
I. Water Delivery System and Project Peak Daily Demand. The Parties agree to cooperate
in the construction of a Water Delivery System, as defined in this Water Agreement,
which will be adequate to meet the water demand of the Project, as phased, while also
providing additional capacity to the City for the delivery of water to customers outside of
the Property. The City shall and subject to the terms of the Water Agreement and the
Annexation Agreement hereby agrees to provide culinary water and irrigation water
sufficient to meet the projected peak daily water demand for the use and development of
the Project as phased, subject to the terms and restrictions contained in, or as may be
adopted as part of, the Water Code, Title 13 of the Municipal Code of Park City,
including emergency and drought restrictions. The Water Delivery System shall also be
capable of delivering water at flows and pressures meeting the requirements of R309-
105-9 of the Utah Department of Environmental Quality Rules for Public Drinking Water
Systems, as amended. The Parties understand, acknowledge and agree that the peak daily
water demand for the Project shall not exceed 350 gallons per minute and that allowable
residential density for 11,larket Units and Affordable Unit Equivalents (AUEs) is set forth
in the Annexation Agreement. Phase I shall not exceed ninety (90) Unit Equivalents as
described below. Except as otherwise specified in this Water Agreement or the
Annexation Agreement, or any future written agreement, the City shall have no further
obligation to provide any water, water rights, source capacity and/or infrastructure to the
Project or the Property.
2. Initial Certificates of Occuyancv.
a. Initial Building Permits. Co -Tenants agree that the Project may be developed in
phases. The Parties understand and agree that City is in the process of designing
and constructing a water treatment plant. If the first phase of development ("Phase
1 ") is prior to the plant becoming operational, Co -Tenants agree that Phase I of the
Project shall be limited to a maximum of one -hundred eighty -thousand (180,000)
square feet of residential development and that Phase I shall not exceed the lesser of
ninety (90) Unit Equivalents, or ninety -thousand (90,000) gallons per day of
demand. The Phase I service area shall be limited to locations and elevations
serviceable off of the Boot Hill Pressure Zone. Co -Tenants shall provide a
hydraulic model which will delineate the development boundaries of the Project.
b. Subsequent Phases. Co -Tenants understand and agree that City is unable to meet
the water demand beyond Phase I of the Project without the Quinn's Junction Water
Treatment Plant (Quinn's WTP) being operational and capable of increasing City's
water source capacity by a minimum of one -thousand five -hundred gallons per
minute (1,500 gpm). Co -Tenants further understand and agree that City anticipates
the Quinn's WTP will be operational and capable of increasing City's water source
capacity by a minimum of one -thousand five -hundred gallons per minute (1,500
gpm) on or about October 14, 2011. Accordingly, Co -Tenants understand and
agree that City will not issue a temporary or permanent certificate of occupancy to
any development beyond Phase I of the Project prior to the date on which the
Quinn's WTP is operational and capable of increasing City's water source capacity
by a minimum of one -thousand five -hundred gallons per minute (1,500 gpm).
c. Upon the Quinn's WTP being operational and capable of increasing City's water
source capacity by a minimum of one -thousand five -hundred gallons per minute
(1,500 gpm), the limitation in paragraphs 2(a) and 2(b) shall not apply.
3. Water Delivery System Infrastructure. Co -Tenants shall provide as -built drawings of the
infrastructure identified below and GPS coordinates for all water surface features. The
City Water Department shall have access to the construction sites at all times.
F1
a. Phase I Infrastructure. Concurrent with the construction of Phase I, the City shall
design and construct a water transmission line that will run parallel to water lines
included in the Rail Trail Water Lines Project from the Quinn's WTP to a point that
is approximately 2,600 feet in a southwesterly direction from the intersection of the
Rail Trail and Richardson Flat Road. This point is near the existing dirt road south
of the Rail Trail and Silver Creek. This segment of the transmission line will be
constructed as a part of the Rail Trail Water Lines Project during the summer and
fall of 2010. This segment of the transmission line will also include a connection to
the Fairway Hills Pressure Zone with a backup connection to the Boot Hill Pressure
Zone, including all valves, vaults, and appurtenances. Phase I service area shalt be
limited as defined in Paragraph 2(a) of this Agreement. Co -Tenants shall design
and construct an extension from the transmission line to the upper end of the Phase
I distribution system. The transmission line will be designed with adequate
pressure and flow capacity such that it can be extended as a part of Phase II to the
Culinary Water Tank (as defined in Paragraph 3(b) of this Agreement) and the
existing Snow Park Pressure Zone. Phase I shall also include water distribution
lines to Phase I together with all required valves and other appurtenances.
b. Culinary Water Tank. Concurrent with the construction of Phase II, Co -Tenants
shall design and construct a Culinary Water Tank, together with all required
transmission lines, valves, valve vaults, access roads, and other appurtenances,
within the Property, subject to City's approval. The purpose of the Culinary Water
Tank is to provide fire suppression and operational storage for the Project. Co -
Tenants agree to upsize the Culinary Water Tank at the request of the City. The
City agrees to pay all costs associated with the upsizing as provided in Paragraph
4(b) below. y
c. Culinary Water Pump Station (Park City Heights Pump Station). Concurrent with
the construction of Phase II, Co -Tenants shall design and construct a Culinary
Water Pump Station complete within the Quinn's WTP, together with all required
pumps, mechanical piping, valves, valve vaults, SCADA, VFD's, soft starts, and
other appurtenances, relating to the Park City Heights Pump Station. The Quinn's
WTP has been designed to provide the space for the future addition of this pump
station. The purpose of the Park City Heights Pump Station is to deliver water to
the Culinary Water Tank and the Snow Park Zone. The Park City Heights Pump
Station shall be upsized as provided in Paragraph 4(c) of this Agreement.
d. Culinary Water Distribution Line. Concurrent with the construction of Phase II,
Co -Tenants shall design and construct a Culinary Water Distribution Line, together
with all required, valves, and other appurtenances, for the purpose of conveying
culinary water from the Culinary Water Tank to the entire Project. At this time, the
connection to the Boot Hill and Fairway Hills Pressure zones shall be terminated
and abandoned. The design and construction of the water distribution line shall be
subject to City's approval The Culinary Water Distribution Line shall be upsized
as provided in Paragraph 4(d) of this Agreement.
3
C. Culinary Water Transmission Line. Concurrent with the construction of Phase II,
Co -Tenants shall design and construct a culinary water transmission line extension
from Phase I, together with all required pumps, valves, and other appurtenances, for
the purpose of conveying treated water from the Quinn's WTP to the Culinary
Water Tank. The Culinary Water Transmission Line shall be upsized as provided
in Paragraph 4(e) of this Agreement.
f Snow Park — Oaks Water Transmission Line. Concurrent with the construction of
Phase II, Co -Tenants shall design and construct the Snow Park — Oaks Water
Transmission Line, together with all required pumps, valves, and other
appurtenances, for the purpose of conveying water from the Snow Park pressure
zone to the Water Delivery System. The design and construction of the water
transmission line shall be subject to City's approval. The Snow Park - Oaks Water
Transmission Line shall be upsized as provided in Paragraph 4(f) of this
Agreement.
4. Cost of Water Delivery System. The Parties agree that, pursuant to the terms of the
Annexation Agreement and this Water Agreement:
a. Phase I Infrastructure. Co -Tenants shall reimburse the City for the full cost of the
design and construction of the water transmission line that will run parallel to water
lines included in the Rail Trail Water Lines Project from the Quinn's WTP to the
existing dirt road south of the Rail Trail and Silver Creek within thirty days of
approval by the City Engineer. Co -Tenants shall pay all costs associated with the
design and construction of the transmission extension from the transmission line to
the upper end of the Phase I Culinary Water Distribution Line, as described in
Paragraph 3(a) of this Agreement, and all related pumps, valves, and other
appurtenances. y
b. Culinary Water Tank. Co -Tenants shall pay all costs associated with the design and
construction of the Culinary Water Tank and all related pumps, valves, pipes,
security, access roads, re -vegetation, slope stability, and electrical service
extensions. If City elects to upsize the Culinary Water Tank, City shall pay the Co -
Tenants its ratable share of the costs of the Culinary Water Tank within thirty (30)
days of approval by the City Engineer, following request for inspection pursuant to
the Subdivision Ordinance and associated public improvement guarantee. The
City's ratable share shall be determined during the design process based on gallons
of storage required for the City divided by the sum of the gallons of storage
required for the Project plus the gallons of storage required for the City. By way of
example; if the City upsizes the tank by 500,000 gallons and the Co -Tenants require
450,000 gallons for the Project; the City's ratable share would be 52.6%.
c. Culinary Water Pump Station (Park City Heights Pump Station). Co -Tenants shall
reimburse City for its ratable share of the costs of the design and construction of the
Park City Heights Pump Station within thirty days of approval by the City
Engineer. Co -Tenants' ratable share shall be determined during the design process
4
based on horsepower (HP) required for the Project divided by the total horsepower
required with the City's upsize. By way of example, if Co -Tenants require 40 HP
for the Project and the City's upsized pump station requires 100 HP, Co -Tenants'
ratable share would be 40%.
d. Culinary Water Distribution Line. Co -Tenants shall pay all costs associated with
the design and construction of the Culinary Water Distribution Line and all related
pumps, valves, and other appurtenances. R ithin thirty (30) days of the completion
of the Culinary Water Distribution Line. the Parties shall determine the incremental
costs incurred by Co -Tenants over and above the cost of having designed and
constructed the required Project size determined during design (minimum of eight
(8) inch) culinary transmission line. The incremental cost increase of the actual
Culinary Water Distribution Line, which the Parties understand and agree may be
larger than the required Project size (minimum of eight (8) inches), shall represent
City's ratable share of the cost of design and construction of the Culinary Water
Distribution Line. City shall reimburse Co -Tenants their ratable share of the costs
of the Culinary Water Distribution Line within thirty (30) days of City accepting the
Culinary Water Distribution Line by ordinance.
e. Culinary Water Transmission Line. Co -Tenants shall pay all costs associated with
the design and construction of the Culinary Water Transmission Line and all related
pumps, valves, and other appurtenances. Within thirty (30) days of the completion
of Culinary Water Transmission Line, the Co -Tenants and City shall determine the
incremental costs incurred by Co -Tenants over and above the cost of having
designed and constructed the required culinary water transmission line size as
determined during design (minimum of eight (8). inch). The incremental cost of the
actual Culinary Water Transmission Line, which the Parties understand and agree
may be larger than the required Project size (minimum of eight (8) inches), shall
represent City's ratable share of the cost of design and construction of the Culinary
Water Transmission Line. City shall reimburse Co -Tenants their ratable share of
the costs of the Culinary Water Transmission Line within thirty (30) days of
approval by the City Engineer, following request for inspection pursuant to the
Subdivision Ordinance and associated public improvement guarantee. No costs in
excess of the estimated cost of construction used for the public improvement
guarantee shall be part of the City reimbursement unless approved in advance and
in writing by the City.
f. Snow Park — Oaks Water Transmission Line. Co -Tenants shall pay all costs
associated with the design and construction of the Snow Park — Oaks Water
Transmission Line and all related pumps, valves, and other appurtenances. Within
thirty (30) days of the completion of Snow Park - Oaks Water Transmission Line,
the Parties shall determine the incremental costs incurred by Co -Tenants over and
above the cost of having designed and constructed the required transmission line
size as determined during design (minimum of eight (8) inch). The incremental
cost increase of the actual Snow Park —Oaks Water Transmission Line, which the
Parties understand and agree may be larger than the required Project size (minimum
5
of eight (8) inches), shall represent City's ratable share of the cost of design and
construction of that line. City shall pay Co -Tenants their ratable share of the costs
of the Snow Park — Oaks eater Transmission Line within thirty (30) days of
approval by the City Engineer, following request for inspection pursuant to the
Subdivision Ordinance and associated public improvement guarantee. No costs in
excess of the estimated cost of design and construction used for the public
improvement guarantee shall be reimbursed unless approved in advance and in
writing by the City.
g. Incremental costs as defined by this section shall include the incremental cost of
design and construction associated with inches of increased trench width from
upsizing the tanks, pumps, or pipe diameter, including any incremental additional
backfill, excavation, haul off, and import of suitable backfill. and the incremental
material costs..
5. Specifications of Water Delivery System. Subject to the terms and conditions of the
Annexation Agreement and this Water Agreement or as otherwise agreed in writing. Co -
Tenants shall submit all required plans and specifications to City for approval and,
thereafter, shall construct and install such approved Water Delivery System within the
Project subject to the terms of this Water Agreement.
6. Conveyance of Easements. Co -Tenants shall convey such easements to City as needed,
concurrent with recordation of the final subdivision plat for Phase I. for the location of
infrastructure as defined in the Annexation Agreement and this Water Agreement. Co -
Tenants agree that all easements conveyed for these purposes shall be in accordance with
the limitations and conditions of the City -approved utility plan.
7. Convevance of Property. Co -Tenants shall convey its interest in property in fee to City
within the PCH annexation boundary, as needed and as approved by the City, for the
location of the Culinary Water Tank, provided that such conveyance and location does
not diminish (i) the densities described in the Annexation Agreement, or (ii) the ability to
secure Master Planned Development approvals and permits related to such densities. Co -
Tenants agree that all property conveyed for these purposes shall be free from financial
liens and other encumbrances.
S. Miscellaneous. The Parties further agree as follows:
a. Binding Terms; Entire Agreement. The terms, covenants and conditions herein
contained shall be binding upon and inure to the benefit of the successors,
transferees and assigns of the Parties. This Agreement and the exhibits attached
hereto constitute the entire agreement among all the Parties hereto with respect to
the subject matter hereof, incorporates all prior agreements, and may only be
modified by a subsequent writing duly executed by the Parties.
b. No Public Dedication. Nothina contained in this Agreement shall, or shall be
deemed to, constitute a gift or dedication of any part of the PCH Property to the
general public or for the benefit of the general public or for any public purpose
whatsoever, it being the intention of the Parties that this Agreement will be strictly
limited to and for the purposes expressed herein.
c. Waivers. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provision, whether or not similar, nor shall any waiver be a
continuing waiver. Except as expressly provided in this Agreement, no waiver shall
be binding unless executed in writing by the Party making the waiver. Any Party
may waive any provision of this Agreement intended for its benefit; provided,
however, that any such waiver shall in no way excuse any other Party from the
performance of any of its other obligations under this Agreement.
d. Interpretation; Recitals. This Agreement shall be interpreted and construed only by
the contents hereof and there shall be no presumption or standard of construction in
favor of or against any Party. The recitals stated above and the exhibits attached to
this Agreement shall be and hereby are incorporated in and an integral part of this
Agreement by this reference.
e. Governing Law; Captions. This Agreement shall be construed and enforced in
accordance with, and governed by, the law of the State of Utah. The captions in
this Agreement are for convenience only and do not constitute a part of the
provisions hereof.
f. Applicability. If any term or provision of this Agreement or the application of it to
any person, entity or circumstance shall to any extent be invalid and unenforceable,
the remainder of this Agreement or the application of such term or provision to
persons or circumstances other than those as to which it is invalid or unenforceable
shall not be affected thereby, and each term and provision of this Agreement shall
be valid and shall be enforced to the extent permitted by law.
g. Authority; Further Assurances. Each Party hereto represents and warrants that it
has the requisite corporate power and authority to enter into and perform this
Agreement and that, to their respective, current, actual knowledge, the same will
not contravene or result in the violation of any agreement, law, role, or regulation to
which any such Party may be subject. Each Party to this Agreement shall use
reasonable efforts and exercise reasonable diligence to accomplish and effect the
transactions contemplated and, to that end, shall execute and deliver all such further
instruments and documents as may be reasonably requested by the other Party in
order to fully carry out the transactions contemplated by this Agreement.
h. No Third Partv Beneficiaries. Nothing in this Agreement is intended to or shall
create an enforceable right, claim or cause of action by any third person; entity or
party against any Party to this Agreement.
i. Counterparts; No Recording. This Agreement may be executed by facsimile and in
one or more counterparts, each of which shall be deemed an original, but all of
7
which together shall constitute one and the same instrument. This Agreement may
not be recorded in the official real estate records of Summit County, Utah, or
elsewhere, without the express, written consent of the Parties.
j. Force Majeure. If any Party is delayed or prevented from performance of any act
required hereunder by reason of a "force majeure" event, and such Pam' is
otherwise without fault, then performance of such act shall be excused for the
period of the delay. For purposes of this Agreement, "force majeure' shall mean
any delay caused by acts of nature or the elements, acts of terrorism, weather,
avalanche, fire, earthquake, flood, explosion, war, invasion, insurrection, riot,
malicious mischief, vandalism, including without limitation, except with respect to
the City, governmental or regulatory action or inaction, beyond the control of the
Parry claiming "force majeure" or any other person or entity delayed.
k. Notices. Unless otherwise designated in writing, all notices, demands and other
communications under this Agreement shall be in writing and mailed by first class
registered or certified mail, postage prepaid, sent by receipted hand delivery, sent
by nationally -recognized, overnight courier, sent by confirmed facsimile and, in any
case, shall be addressed as set forth in the Annexation Agreement for each such
Party (or their legal counsel).
1. Relationship of Parties; Limitation of Liability. Nothing herein contained shall be
deemed or construed as creating a relationship of principal and agent, partnership or
joint venture among the Parties, or any of them, it being agreed that neither any
provision contained herein, nor any acts of the Parties hereto, shall be deemed to
create any relationship between the Parties except as otherwise specified in this
Agreement.
m. Remedies Cumulative; No Waiver; Injunctive Relief. The various rights and
remedies herein contained and reserved to each of the Parties shall not be
considered as exclusive of any other right or remedy of such Party, but shall be
construed as cumulative and shall be in addition to every other remedy now or
hereafter existing at law, in equity, or by statute. No delay or omission of the right
to exercise any power by any Party shall impair any such right or power, or be
construed as a waiver of any default or as acquiescence therein. Further, the Parties
agree and acknowledge that a non -defaulting Party may not have an adequate
remedy at law by reason of any breach of default of the terms or conditions of this
Agreement and, as such, the non -defaulting Party shall be entitled to injunctive or
similar relief from any breach or anticipated or threatened breach of this Agreement
by the defaulting Party, in addition to and without waiver of any other remedies
available at law or in equity.
DATED as of the day of .2010.
8
[Signatures on jolloirin` pagae]
PARK CITY MUNICIPAL CORPORATION,
A politi11),2A4
al subdivision of the State of Utah
By: ' 1-J2 ZZ�
Dana Williams, Mayor
Dated this =L day of �`� ulq 2010.
ATTEST: U CtO�RPORFlTrE
Sharon Bauman, Deputy City Recorder Miean t%
Dated this ;9- day of SJ14 2010
Thomas A. Daley, Sr.'
Dated this � day of Z, , 2010.
BOYER PARK CITY JUNCTION, L.C.
A Utah liability company, by its manager
The Boyer Company, L.C.,
A Utah limited liability company
By:_
Name:
Its:
Dated this_ day of 2010
Exhibit A- Annexation plat
10
PARK CITY MUNICIPAL CORPORATION,
A political subdivision of the State of Utah
LN
Dana Williams, Mayor
Dated this day of 2010.
ATTEST:
Sharon Bauman, Deputy City Recorder
Dated this day of 2010
APPROVED AS TO FORM:
Thomas A. Daley, Sr., Deputy City Attorney
Dated this day of 2010.
BOYER PARK CITY JUNCTION, L.C.
A Utah liability company, by its manager
The Boyer Company, L.C.,
A Utah limited),iability company
By:_
Name:
Its:
Dated this z day of 5v , 2010
Exhibit A- Annexation plat
( I I
Exhibit D
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