INTERGOVERNMENTAL AGREEMENT REGARDING THE BIGHORN SOLAR 1 SOLAR PROJECT BETWEEN THE CITY OF PUEBLO, COLORADO AND PUEBLO COUNTY, COLORADO

THIS AGREEMENT is made and entered into as of ______, 2020 by and between Pueblo County (hereinafter referred to as the "County"), 215 West 10th Street, Pueblo, Colorado, and the City of Pueblo, a Municipal Corporation, (hereinafter referred to as the "City"), 1 City Hall Place, Pueblo, Colorado.

WHEREAS, the provisions of Section 18 of Article XIV of the Colorado Constitution, C.R.S. § 29-1-203 and C.R.S. § 29-20-105 authorize and encourage Colorado local governments to cooperate or contract with one another to provide any function, service or facility lawfully authorized to each local government including, but not limited to, the joint exercise of land use and permitting functions of mutual interest; and

WHEREAS, the City and County have each approved a permit within their jurisdictional authority authorizing the development in an area of state interest (“1041 Permit”) pertaining to the Bighorn Solar 1 Solar Project, previously permitted as EVRAZ Solar Center Project, (“Project’); and

WHEREAS, the development of the Project including the land use approval and authorizing of building permits will overlap jurisdiction boundaries of the City and County that can be more efficiently completed and streamlined through an Intergovernmental Agreement; and

WHEREAS, it is necessary and appropriate for the City and County to enter into a written agreement setting forth their respective obligations and other terms and conditions for the approval of building permits and other land use actions for the Project.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and promises contained herein, the parties agree as follows:

I. APPROVAL AND AUTHORIZATION OF BUILDING PERMITS.

Pueblo County shall have the authority to approve and authorize the issuance of building permits pertaining to the Bighorn Solar 1 Solar Project in compliance with the Title 17 of the Pueblo County Code for the following-described tract of land: A parcel of land located within the Southwest one-quarter of Section 17, the Southeast one- quarter of the Southeast one-quarter of the Southeast one-quarter of Section 18, and all of Section 19, Township 21 South, Range 64 West of the 6th Principal Meridian, in the County of Pueblo, State of Colorado, being more particularly described as follows:

A parcel of land located within the North one-half of the Southeast one-quarter of Section 24, Township 21 South, Range 65 West of the 6th Principal Meridian, in the County of Pueblo, State of Colorado, being more particularly described as follows:

-1- Beginning at a point on the Easterly Right of Way line of the Burlington Northern Santa Fe & Union Pacific Railroad, from which the Northwest corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) of Section 20, Township 21 South, Range 64 West bears N 61 53’ 06” E a distance of 7,563.05 feet;

1. Thence N 02º 27’ 37” E, along said Easterly Right of Way line (Existing City Limits Line), a distance of 262.08 feet; 2. Thence S 86º 40’ 20” E a distance of 95.40 feet; 3. Thence N 75º 00’ 00” E a distance of 425.00 feet; 4. Thence S 15º 00’ 00” E a distance of 190.00 feet; 5. Thence S 75º 00’ 00” W a distance of 484.76 feet; 6. Thence S 59º 40’ 02” W a distance of 113.48 feet to the Point of Beginning.

Said Parcel contains 2.49 acres, more or less.

TOGETHER WITH:

Beginning at the Northwest corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) of Section 20, Township 21 South, Range 64 West; (Bearings are based on the North line of Section 20, Township 21 South, Range 64 West from the Northwest corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) to the Northeast corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) to bear S 89 23’ 07” E)

1. Thence N 83º 37’ 14” W a distance of 347.58 feet; 2. Thence S 39 23’ 03” W a distance of 1,612.27 feet to the beginning of a tangent curve to the right having a radius of 1,720.00 feet; 3. Thence along the arc to a curve to the right, through a central angle of 26 24’ 11” a distance of 792.61 feet whose chord bears S 52 35’ 08” W a distance of 785.62 feet; 4. Thence S 65 47’ 14” W a distance of 3,230.26 feet to the beginning of a tangent curve to the right having a radius of 1,720.00 feet; 5. Thence along the arc to a curve to the right, through a central angle of 09 12’ 46” a distance of 276.56 feet whose chord bears S 70 23’ 37” W a distance of 276.27 feet; 6. Thence S 75 00’ 00” W a distance of 790.41 feet; 7. Thence N 15 00’ 00” W a distance of 30.00 feet; 8. Thence N 75° 00’ 00” E a distance of 790.41 feet to the beginning of a tangent curve to the left having a radius of 1,690.00 feet; 9. Thence along the arc of a curve to the left, through a central angle of 09 12’ 46” a distance of 271.74 feet whose chord bears N 70 23’ 37” E a distance of 271.45 feet; 10. Thence N 65º 47’ 14” E a distance of 1,300.00 feet; 11. Thence N 24 12’ 46” W a distance of 60.00 feet; 12. Thence S 65º 47’ 14” W a distance of 1,300.00 feet to the beginning of a tangent curve to the right having a radius of 1,630.00 feet;

-2- 13. Thence along the arc of a curve to the right, through a central angle of 09 12’ 46” a distance of 262.09 feet whose chord bears S 70 23’ 37” W a distance of 261.81 feet; 14. Thence S 75º 00’ 00” W a distance of 790.41 feet; 15. Thence N 15 00’ 00” W a distance of 30.00 feet; 16. Thence N 75° 00’ 00” E a distance of 790.41 feet to the beginning of a tangent curve to the left having a radius of 1,600.00 feet; 17. Thence along the arc of a curve to the left, through a central angle of 09 12’ 46” a distance of 257.27 feet whose chord bears N 70 23’ 37” E a distance of 256.99 feet; 18. Thence N 65º 47’ 14” E a distance of 3,230.26 feet to the beginning of a tangent curve to the left having a radius of 1,600.00 feet; 19. Thence along the arc to a curve to the left, through a central angle of 26 24’ 11” a distance of 737.31 feet whose chord bears N 52 35’ 08” E a distance of 730.81 feet; 20. Thence N 39º 23’ 03” E a distance of 1,755.36 feet; 21. Thence S 50 36’ 57” E a distance of 120.00 feet; 22. Thence S 83 37’ 14” E, to a point on the East line of said Section 18, a distance of 263.60 feet; 23. Thence S 89 23’ 07” E, along a line parallel with the North line of said Section 20, a distance of 2,643.76 feet to a point on the West line of a 40.35 acre parcel of land as described in that Alta/Acsm Land Title Survey as prepared by Abel Engineering Professionals, Inc. on March 26, 2000 and filed with the County of Pueblo on April 26, 2000; 24. Thence S 00 36’ 53” W, along said West line of said 40.35 acre parcel, a distance of 120.00 feet to a point on said North line of Section 20; 25. Thence N 89 23’ 07” W, along said North line of Section 20, a distance of 2,649.80 feet to the Point of Beginning.

Said Parcel contains 23.64 acres, more or less.

TOGETHER WITH:

A parcel of land located within the Southeast one-quarter of Section 24, Township 21 South, Range 65 West and within the Northwest one-quarter of Section 19, Township 21 South, Range 64 West of the 6th Principal Meridian, in the County of Pueblo, State of Colorado, being more particularly described as follows:

Beginning at a point on the Easterly Right of Way line of the Burlington Northern Santa Fe & Union Pacific Railroad, from which the Northwest corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) of Section 20, Township 21 South, Range 64 West bears N 61 53’ 06” E a distance of 7,563.05 feet; (Bearings are based on the North line of Section 20, Township 21 South, Range 64 West from the Northwest corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) to the Northeast corner (found monument is a 3 ¼” aluminum cap, L.S. #33651) to bear S 89 23’ 07” E)

-3- 1. Thence N 59º 40’ 02” E a distance of 113.48 feet; 2. Thence N 75º 00’ 00” E a distance of 484.76 feet; 3. Thence N 15º 00’ 00” W a distance of 190.00 feet; 4. Thence S 75º 00’ 00” W a distance of 425.00 feet; 5. Thence N 86º 40’ 20” W a distance of 95.40 feet; 6. Thence N 75º 00’ 00” E a distance of 672.17 feet; 7. Thence S 15º 00’ 00” E a distance of 95.00 feet; 8. Thence N 75° 00’ 00” E a distance of 790.41 feet to the beginning of a tangent curve to the left having a radius of 1,630.00 feet; 9. Thence along the arc of a curve to the left, through a central angle of 09 12’ 46” a distance of 262.09 feet whose chord bears N 70 23’ 37” E a distance of 261.81 feet; 10. Thence N 65º 47’ 14” E a distance of 1,300.00 feet; 11. Thence S 24 12’ 46” E a distance of 60.00 feet; 12. Thence S 65º 47’ 14” W a distance of 1,300.00 feet to the beginning of a tangent curve to the right having a radius of 1,690.00 feet; 13. Thence along the arc of a curve to the right, through a central angle of 09 12’ 46” a distance of 271.74 feet whose chord bears S 70 23’ 37” W a distance of 271.45 feet; 14. Thence S 75º 00’ 00” W a distance of 790.41 feet; 15. Thence S 15º 00’ 00” E a distance of 95.00 feet; 16. Thence S 75º 00’ 00” W a distance of 750.80 feet to the Point of Beginning.

Said Parcel contains 4.84 acres, more or less.

II. OTHER APPLICABLE FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS

Any applicable federal, state or local laws or regulations including, but not limited to, a stormwater discharge permit from the Colorado Department of Public Health and Environment for any construction activity that disturbs at least one (1) acre of land shall be applied to the property located within unincorporated Pueblo County and those portions of the Project located within the City of Pueblo.

III. TERM/TERMINATION.

This Agreement shall commence ______and shall terminate upon the termination, revocation or cancellation of the 1041 Permit by Pueblo County unless mutually extended by City and County.

IV. THIRD-PARTY RIGHTS NOT CREATED.

Nothing in this Agreement shall be construed to create any liability, or to waive any of the immunities, limitations on liability or other provisions of the Governmental Immunity Act, §24-10- 101 et seq., C.R.S., or to waive any immunities or limitations on liability otherwise available to the City of Pueblo, Pueblo County, or their officers, employees or agents.

-4- V. OTHER.

A. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No modification of this Agreement, and no waiver of any of the Agreement's provisions or conditions, shall be binding unless made by written document signed by the parties. Any delegation or assignment of this Agreement by either party, without the prior written consent of the other party, shall be void. This Agreement shall be governed by, and construed according to, the laws of the State of Colorado.

B. This Agreement is intended to govern the agreement of the parties only with respect to the land use approval and authorizing of building permits for the Bighorn Solar 1 Solar Project.

C. In the event this Agreement or any material provision hereof shall be declared to be invalid, unenforceable, or in violation of any applicable federal, state or local laws or regulations, the parties will immediately begin negotiations to modify or amend this Agreement in order that this Agreement shall, as amended, express and contain the understanding and intentions of the parties.

D. The subject headings of the paragraphs of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of its provisions.

E. Except as set forth elsewhere in this paragraph, all notices to be given under this Agreement shall be made in writing, and shall be sufficient if delivered personally, or mailed by First Class United States Mail, postage prepaid, to the other party at the following addresses:

If to the County: Pueblo County Attn: County Attorney 215 W. 10th Street Pueblo, CO 81003 Telephone: (719) 583-6630

If to the City: City of Pueblo Attn: Nicholas A. Gradisar, Mayor 1 City Hall Place, 2nd Floor Pueblo, CO 81003 Telephone: (719) 553-2655

With a copy to: Office of the City Attorney 1 City Hall Place, 3rd Floor Pueblo, CO 81003 Telephone: (719) 562-3899

-5- IN WITNESS WHEREOF, the parties have entered into this Agreement the day and year first written above.

PUEBLO COUNTY CITY OF PUEBLO, a Municipal Corporation

By______By______Garrison Ortiz Nicholas A. Gradisar Chairman, Board of County Mayor Commissioners

Attest:______City Clerk

Approved as to form:

______City Attorney

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