HomeMy WebLinkAbout979188979188 11/5/2014 10 :23 AM
LINCOLN COUNTY FEES: $21.00 PAGE 1 OF 4
BOOK: 842 PAGE: 666 AGREEMENT
JEANNE WAGNER, LINCOLN COUNTY CLERK
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AGREEMENT REGARDING RUNWAY ACCESS
THIS AGREEMENT REGARDING RUNWAY ACCESS, hereafter the
"Agreement is made this day of October, 2014 between the ALPINE AIRPARK
ASSOCIATION, INC., a Wyoming nonprofit corporation, P.O. Box 820, Thayne, Wyoming
83127, and PROFILE PROPERTIES, LLC, a Wyoming limited liability company, P.O. Box
3810, Alpine, Wyoming 83128.
WHEREAS, the Alpine Airpark Association, Inc. operates the Alpine Runway, located
on Lot 92 of Alpine Village Subdivision No. 1 Plat 2 Amended 10th Filing Amended, as
shown on Plat No. 930105 which was recorded in the land records of Lincoln County, Wyoming
on June 6, 2007, pursuant to a Lease Agreement with WJW Holdings WY, LLC dated January 1,
2008, which has been assumed by Alpine Airpark, LLC; and
WHEREAS, the Alpine Airpark Association has been granted authority, through the
Alpine Airpark Association Declaration of Covenants, Conditions, Restrictions, Reservations,
Easements, Liens and Charges that was recorded in the land records of Lincoln County,
Wyoming on January 31, 2007 in Book 647 beginning at Page 632 as Receiving No. 926439 to
control access to the Alpine Runway; and
WHEREAS, Profile Properties, LLC owns real property adjacent to the Alpine Runway,
said real property being that which was described in the Warranty Deed that was recorded in the
land records of Lincoln County, Wyoming on July 9., 2014 in Book 835 at Page 871 as
Receiving No. 977381; and
WHEREAS, Profile Properties, LLC desires to obtain access to the Alpine Runway; and
WHEREAS, the Alpine Airpark Association, Inc. desires to grant access to the Alpine
Runway to Profile Properties, LLC; and
WHEREAS, the parties have agreed to the terms and conditions for Alpine Airpark
Association, Inc. granting access to. the Alpine Runway to Profile Properties, LLC as set forth in
this Agreement.
NOW, THEREFORE, Alpine Airpark Association, Inc., hereafter, the "Association
and Profile Properties, LLC, hereafter, "Profile agree as follows:
1. PROPERTY DEVELOPMENT. Profile will develop its property identified
herein as a Fixed Base Operation to provide aeronautical services such as fueling, hangaring,
aircraft tie -down and parking, and aircraft maintenance on that portion of the property identified
in Lincoln County, Wyoming zoning as commercial property, and will develop residential
housing, not to exceed two (2) residences on that portion of the property identified in Lincoln
County zoning as residential property.
AGREEMENT REGARDING RUNWAY ACCESS
ALPINE AIRPARK ASSOCIATION, INC. PROFILE PROPERTIES, LLC
PAGE 1 OF 4
2. TENDER OF JOINDER RATIFICATION OF DECLARATION. Profile
will sign a Joinder Ratification to make its property subject to the Alpine Airpark Declaration
identified herein, which will allow access for that property to the Alpine Runway, and shall
tender the same to the Association.
3. TERMS FOR ACCEPTANCE OF JOINDER RATIFICATION. The
Association will accept the Joinder Ratification from Profile under the following terms:
a. For the commercial portion of Profile's property:
i. Profile shall pay to the Association an access fee of FOUR
HUNDRED THOUSAND DOLLARS ($400,000.00), payable as follows:
A. For each year that a Fixed Base Operation is operated on
the commercial portion of Profile's property, FIFTY THOUSAND
DOLLARS ($50,000.00) shall be credited toward payment of the access
fee for the first three (3) years of this Agreement. The maximum credit
allowed shall be ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000.00).
B. If a Fixed Base Operation fails to operate on the
commercial portion of Profile's property for any portion of any year, the
above referenced credit shall not be allowed and the then remaining
balance of the access fee then due shall immediately be due and payable to
the Association.
C. If the maximum credit is obtained, pursuant to the above
stated requirements, then the remaining balance of the access fee, TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), shall be
deferred until the commercial portion of Profile's property is conveyed by
Profile to a successor or assign, upon which conveyance the balance of the
access fee shall immediately be due and payable to the Association;
provided, however, that this payment shall not be due if ownership is
transferred to a company that is wholly owned by a person or persons
who, as of the date of this Agreement, are Members of Profile.
ii. If Profile fails to develop the commercial portion of Profile's
property as required herein, then this Agreement shall be null and void as to that
commercial portion for Profile's property.
b. For the residential portion of Profile's property:
i. Profile shall pay to the Association an access fee of TWENTY
FIVE THOUSAND DOLLARS ($25,000.00) for the two (2) lots.
AGREEMENT REGARDING RUNWAY ACCESS
ALPINE AIRPARK ASSOCIATION, INC. PROFILE PROPERTIES, LLC
PAGE 2 OF 4
r 1
ii. The access fee shall be due and payable to the Association upon
Lincoln County, Wyoming's final plat approval of the residential development of
the lots.
iii. If Profile or its successors or assigns fails to develop the lots and
obtain Lincoln County, Wyoming's final plat approval of the residential
development of the lots, then no access shall be allowed to the Alpine Runway
until such time as Profile or its successors or assigns reach agreement on the
access fees that shall be due per lot to access the Alpine Runway.
c. Profile and its successors and assign shall be bound by the terms and
conditions of the Alpine Airpark Association Declaration and shall be obligated to pay all
of the fees and assessments required therein.
4. CONSIDERATION. For and in consideration of Ten Dollars ($10.00), the
mutual promises and agreements of the parties hereto, and other valuable consideration, in hand
paid, the receipt of which is hereby acknowledged, the Parties declare that consideration has
been provided to each of them for this Agreement.
5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Parties and any prior understanding or representation of any kind preceding the date
of this Agreement shall not be binding except to the extent incorporated in this Agreement.
6. MODIFICATION OF AGREEMENT. Any modification of this Agreement
shall be binding only if evidenced by agreement in writing signed by the Parties hereto or their
successors or assigns.
7. WAIVERS. The failure of any party to this Agreement to enforce the
performance of the terms and conditions set forth herein, or a waiver of a breach of any of the
terms and conditions set forth herein, shall not be construed as a continuing waiver of such
failure or breach, and the terms and conditions shall remain in full force and effect as if no such
forbearance or waiver had occurred.
8. BINDING EFFECT. Except as otherwise specifically provided herein, this
Agreement shall be binding on any successors or assigns of the parties hereto.
9. ATTORNEY'S FEES AND COSTS. In connection with any litigation,
including appellate proceedings, arising out of this Agreement, the prevailing party shall be
entitled to recover reasonable attorney's fees and costs.
10. WYOMING LAW. This Agreement shall be governed by Wyoming law.
IN WITNESS WHEREOF, each party has signed this Agreement.
AGREEMENT REGARDING RUNWAY ACCESS
ALPINE AIRPARK ASSOCIATION, INC. PROFILE PROPERTIES, LLC
PAGE 3 OF 4
STATE OF WYOMING
SS.
COUNTY OF LINCOLN
WITNESS m hand and official seal.
M KEVIN VOYLES NOTARY PUBLIC
County of
Lincoln
State of
Wyoming
My Commission Expires: July 16, 2015
My Commission expires: OW 1611 c
STATE OF WYOMING
SS.
COUNTY OF LINCOLN
WITNESS my hand and official seal.
JAMES ROBINSON
NOTARY PUBLIC
COUNTY OF STATE OF
LINCOLN 1 WYOMING
MY COMMISSION EXPIRES OCTOBER 19, 2015
My Commission expires: T I 201
ALPINE AIRPARK ASSOCIATION, INC.,
a Wyoming Nonprofit Corporation
BY:
STANLEY K. DARDIS, PRESIDENT
ACKNOWLEDGED before me on this, the 1 ek day of October, 2014, by STANLEY
K. DARDIS, President of the Alpine Airpark Association, Inc., a Wyoming nonprofit
corporation, on behalf of the corporation.
PROFILE PROPERTIES, LLC,
a Wyoming limited liability company
BY:
S 0 S. COOK, MANAGER
NOTARY PUBLI
ACKNOWLEDGED before me on this, the day of October, 2014, by SCOT S.
COOK, MANAGER of PROFILE PROPERTIES, LLC, a Wyoming limited liability
company, pursuant to authority provided to him by said Company's Members.
AGREEMENT REGARDING RUNWAY ACCESS
ALPINE AIRPARK ASSOCIATION, INC. PROFILE PROPERTIES, LLC
PAGE 4 OF 4