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HomeMy WebLinkAbout2.0 Final Signed AgreementMID-CONTINENT QUARRY AND TRANSFER TRAIL OPERATIONS AGREEMENT This MID-CONTINENT QUARRY AND TRANSFER TRAIL OPERATIONS AGREEMENT ("Agreement') is effective as of April 1, 2010 by and between CaIX Minerals LLC (hereinafter "CaX ), a Colorado limited liability company, the address of which is 2040 W. Hamilton Place, Sheridan, CO 80110, and Glenwood Tramway LLC (hereinafter "Gr), a Colorado limited liability company, the address of which is 51000 Two Rivers Plaza, Glenwood Springs, CO 81601. WHEREAS, CaIX owns and operates the Mid -Continent limestone quarry, which is located just north of Glenwood Springs, Colorado, and which may be accessed via Transfer Trail; WHEREAS, GT owns and operates the Glenwood Caverns Adventure Park, which is also located just north of Glenwood Springs, Colorado, and which may also be accessed via Transfer Trail; and WHEREAS, CaIX and GT wish to memorialize certain agreements that they have made regarding Ca1X's Mid -Continent quarry operations, contemplated improvements to Transfer Trail, the extension of new utility infrastructure along Transfer Trail, and maintenance of Transfer Trail. NOW, THEREFORE, in consideration of the mutual covenants and commitments herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CatX and GT agree as follows: 1. Term. This Agreement shall be in effect for an Initial Term of five years. The Agreement will automatically renew for three successive five year Terms unless the parties agree to terminate it at the end of a five year Term. Thereafter, the parties may agree in writing to extend the Agreement for additional terms. 2. Ouany Operations. Ca1X shall minimize its blasting activity at the Mid -Continent quarry during the period Memorial Day through Labor Day (which is the principal `season' for GT). CaIX shall provide reasonable advance notice to GT of any blasting activity. CaIX will not extend the pit of the Mid -Continent quarry any closer to GT's property boundary than 1320 feet (one-quarter of a mile). CaIX will minimize noise levels at the Mid -Continent quarry by enclosing the milling operations and by employing `discriminating' alarms on its rolling stock. 3. Radio Usage on Transfer Trail. GT will provide CaIX certain radio frequencies for use by all drivers working for each of CaIX and GT; all drivers working for either of CalX and GT will disclose their locations on Transfer Trail, pursuant to a separate "Radio Usage Agreement" which the parties will execute at a later date. Ca1X and GT will provide radios for their own drivers. 4. UtilitEasement and Installation. GT will grant to the City of Glenwood Springs an electrical easement across GT's property for a 15kV electric line in order to extend electrical access along Transfer Trail up to Mid -Continent quarry. CaIX will allow GT to connect to all such extended utilities, such connection point to be at the scale house of the Mid -Continent quarry. CaIX and GT shall have separate meters for measuring usage. 5. Road Maintenance. Ca1X will maintain Transfer Trail from the uppermost quarry entrance down to Traver Tail for the entire Term of this Agreement. Required maintenance activities ?oM include, but are not limited to, dust control, road grading, ditch clearing, and snow removal. CaIX shall provide all gravel as may be required for all maintenance activities on Transfer Trail including the portion maintained by GT. 6. Road Upgrade GT will eventually elect to upgrade Transfer Trail to handle increased traffic. These upgrades will include, but not be limited to, engineering, surveying, widening road, reducing grades, guard rails, and paving. CaIX and GT agree to split equally all upgrade costs incurred from Traver Trail along Transfer Trail to the uppermost quarry entrance. 7. County of Garfield Resolutions. CatX will comply with the provisions of Garfield County resolution Nos. 2009-97 and 82-222 and any amendments thereto or permits issued thereunder. Those resolutions are attached to this Agreement as Exhibit A. 8. Termination. This Agreement will terminate if CaIX ceases its quarry operations. CaIX agrees to provide GT written notice that its operations have ceased. 9. Mediation. If any claim, controversy or dispute ("Dispute") arises between the parties that cannot be settled by negotiation, the parties agree to submit the Dispute to non-binding mediation for resolution before seeking redress through litigation. The parties will choose a mediator from a list provided by the Garfield County Court. If the Dispute cannot be resolved through mediation, the parties will submit the Dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The laws of Colorado will govern the interpretation of this Agreement and the venue for resolving a Dispute will be Garfield County, Colorado. 10. Modification. This Agreement maybe modified or amended by written document signed by both parties. 11. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and assigns. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior oral and written communications, agreements and understandings of the parties not made a part of this Agreement. 13. Notices. Any notice to be given under this Agreement will be in writing sent by first class mail or overnight delivery to the following addresses or to such other address as a party may direct in writing: To Ca1X: CaIX Minerals LLC 2040 W. Hamilton Place, Sheridan, CO 80110 $A b4ft To GT: Glenwood Tramway, LLC Attention: Steve Beckley 51000 Two Rivers Plaza Glenwood Springs, CO 81601 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CaIX Minerals LLC By: 6jamin H. Miller, Managing Member Glenwood Tramway, LLC By: Steve Beckley, Manag ber