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Home My WebLink About1.0 ApplicationSTRYKER/BROWN A R C H I T E C T S, P C RANCH CREEK in the Ranch at Roaring Fork PUD/ AMENDMENT Application for PUD AMENDMENT and Preliminary Plan Review APRIL 16, 1998 300 SOUTH SPRING STREET, SUITE 300 A SPECOLORADO 8 1 6 1 1 970.925.2254 925.2258 (FAX) Ranch Creek P.U.D. AMENDMENT Garfield County Subdivision Application Parcels 1 and 2B, Phase II Ranch at the Ranch at Roaring Fork (Roaring Fork Ranch) April 16, 1998 Mr. Mark Bean Planner Garfield County Planning Department County Courthouse Glenwood Springs, Colorado Dear Mr. Bean: Stryker/Brown Architects 300 S. Spring St., Aspen, Co. 81611 925-2254, fax: 925-2258 I am submitting this PUD AMENDMENT Plan for the Ranch Creek PUD/Subdivision. Please process this application at your earliest convenience and please let me know the date of the P+Z meeting scheduled to review this application. Also, please verify with me what public notice advertising/ neighbor mailings you require. The following items are included with this application: 1. 20 copies of the Preliminary Plan Map (24"x 36"), dated 4.6.98 (delivered at time of Prelim.Plat Application... let me know if you need more. 8 1/2" x 11" plans are Exhibit D, in the booklet attached.) 2. 20 copies of the Application and exhibits. LIST OF EXHIBITS and additional information required, 20 copies attached. Exhibit A: General Agreement with the Ranch at Roaring Fork Homeowners Association Exhibit B: Zoning Map, revised 4.16.98 Exhibit C: Zone District Regulations, revised 4.16.98 Exhibit D: Preliminary Plan Map, dated 4.6.98 Exhibit E: Parking Agreement, Henke (Relay Station)/Brown (Stagecoach Assoc. Parcel) I hope this application is complete and fulfills the County requirements. If not, please let me know and I will get you the information you require. Sincerely, -[?9/44c1 P David P. Brown, AIA Ranch Creek PUD/Subdivision Ranch at the Ranch at Roaring Fork Parcels 1 and 2B, Phase 11, (Roaring Fork Ranch) Garfield County P.U.D. Amendment Application Stryker/Brown Architects 300 S. Spring St., Aspen, Co. 81611 925-2254, lax: 925-2258 PLANNED UNIT DEVELOPMENT/AMENDMENT Application REQUEST; This application is to AMEND THE PUD and redivision of Parcel B, Redivision of Parcel 2, Phase II, Town Center and "D" Units of Ranch at Roaring Fork Final Plat, and Parcel 1, Final Plat, Phase I: andD Units, Roaring Fork Ranch, within the development known as the Ranch at Roaring Fork, Garfield County, Colorado. Parcel 1, D Units, Phase II, Town Center and D Units, Roaring Fork Ranch, Garfield County: Jane J. Jenkins Parcel B, Redivision of Parcel 2, Phase II, Town Center and D Units, Roaring Fork Ranch, Garfield County: Stagecoach Associates , Ltd. (currently under contract to sell to David P. Brown) REPRESENTATIVE; David P. Brown, Stryker/Brown Architects, 300 S. Spring St., Aspen, Co. 81611 office: 925-2254, fax: 925-2258; home: 963-1998 LOCATION: SITE DATA: WATER: SEWER: ACCESS: A Parcel located in Lot 2, T7S, R88W, of the 6 P.M.; approximately one mile northeast of Carbondale off Highway 82, Stagecoach Drive and Stagecoach Lane, internal roads to the Ranch at Roaring Fork. A 2.599 acre parcel (Parcel 1) and a 2.987 Acre parcel (Parcel 2B) being combined into a single Planned Unit Development (PUD) of 5.586 Acres with 21 (proposed vs. 22 currently approved) single family detached homes (lots) and 1 lot for Park/parking (vs. 2 currently approved). Ranch at Roaring Fork Water System. Ranch at Roaring Fork Sewer System. Frontage Road off of State Highway 82, and off Stagecoach Lane. EXISTING ZONING: PUD -22 Single Family Homes and 2 lots: Park/Parking. Requested ZONING; PUD -21 Single Family Homes and 1 lot: Park/Parking. April 16, 1998 page 1 Ranch Creek PUD/Subdivision Ranch at the Ranch at Roaring Fork Parcels 1 and 2B, Phase ll, (Roaring Fork Ranch) PURPOSE OF AMENDMENTz Garfield County P.U.D. Amendment Application Stryker/Brown Architects 300 S. Spring St., Aspen, Co. 81611 925-2254, fax: 925-2258 1. To eliminate the designation of Lot 13 as "Common Area -Open Space", which will resolve the parking dispute between the Relay Station and Parcel B. The recent agreement with the Relay Station (refer to Exhibit E) provides that the Relay Station will receive Lot 13 without sharing the Parking Lot 13. The agreement does provide for more space for the Right of Way behind the Relay Station. Ranch Creek Lane and 10' on one side will be plowed to provide guest parking and assure adequate emergency access. 2. To eliminate the Pedestrian Easement connecting Lot 13 (Parking) to Ranch Creek Lane. This easement is currently on Lot 7. Not necessary if Lot 13 is not "Common". 3. To eliminate the zoning designation of Lot J11 as "Park/Parking", and designate the zoning of that area as Residential Single Family PUD (R/SF/PUD). To eliminate Lots J10 (a single family residence), eliminate Lot J11 (common landscape storage shed) and therefore increase the lot sizes of Lot 10 and Lots J6 -J9. This makes for one Tess house, and five larger Tots. 3. The PUD shall provide parking areas adequate in terms of location, area, circulation, safety, convenience, separation and screening. The parking shall be adequatly designed for the residents and their guests, safe, separate for each residence, adequately screened, and convenient to public access and roads. A minimum of 4 parking spaces will be provided im each lot. Additional off-street parking along one side of Ranch Creek Lane, within the ROW. The street will be signed as "No Parking on Pavement, Fire Lane". Provisions within the covenents will be made for increasing fines with multiple penalties, and towing of violators. Ron Leach of the Carbondale Fire District has noted this is better than trying to get visitors to park in remote locations, as that may be impossible. The "parking" side of the 20' clear street will be plowed so as to maintain a minimum of 20' for fire vehicle access, plusl0' for parking. 4. The PUD shall provide Common Open Space adequate in terms of location, area and type of the Common Open Space, and in terms of the uses permitted in the PUD. The PUD shall strive for optimum preservation of the natural features of the terrain. The Common Open Space of the Ranch at Roaring Fork Subdivision (of which this PUD is Phase II) is very large (350+ acres), and is adjacent to the PUD parcel in question. The original developer of the Ranch at Roaring Fork created an agreement for the shared use of the recreational and COMMON OPEN SPACE amenities by the Ranch proper and the users of this PUD's parcels. The current updated "General Agreement" between Ranch Creek PUD and The Ranch at Roaring Fork Homeowners Association provides for the residents/owners of homes within Ranch Creek to use and enjoy the "open space" of the The Ranch at Roaring Fork Subdivision. (refer to Exhibit A in the Preliminary Plat Application). April 16, 1998 page 2 Ranch Creek PUD/Subdivision Ranch at the Ranch at Roaring Fork Parcels 1 and 2B, Phase 11, (Roaring Fork Ranch) 4.07.05 4.07.09 Garfield County P.U.D. Amendment Application Stryker/Brown Architects 300 S. Spring St., Aspen, Co. 81611 925-2254, fax: 925-2258 We request that due to the significant and accessable nature of the open space in this "community", the strict requirements for "25% OPEN SPACE" within this PUD (redivision of Parcels 1 and 2B) proposed be waived. The adjacent 300+ acre open space is adequate for the community of which this parcel is a part. More efficient use and support for the maintenance and caretaking of that open space with additional residence of this PUD (parcel 1, 9 of these 21 residence) are already dues paying members of the Ranch at Roaring. Ranch Creek PUD has agreed to have the other 12 residences of this PUD on Parcel 2B pay dues even though they may not vote in Association matters until permitted by the Association. Application for "membership" into the Homeowners Association has been made. Without Lot 13 as "common open space", the Pedestrian/Bicycle/Fisherman Easements are about 25% of the PUD area. The additional funding/dues agreed to be paid to the Ranch at Roaring Fork Homeowners Association are primarily for common area maintenance and will preserve and maintain the natural features of the terrain of the Ranch at Roaring Fork. 6. The PUD shall provide adequate privacy between dwelling units. These modifications will provide larger lot sizes for five of the twenty-one homes, and therefore, more privacy. Lot 10, adjacent to the Lot 13 -Park -Parking for the Relay Station will be larger, allowing more screening and landscaping and privacy. 7. The PUD shall provide pedestrian ways adequate in terms of safety, separation, convenience, access to points of destination and attractiveness. The low density nature of the residences and the overall layout provide for safe pedestrian ways that are convenient and accessable to all units. The riparian zone adjacent to Blue Creek (the southern border of the Parcels) will be a "Fisherman's Easement" and pedestrian way accessable to all units. The minimum lot areas and the minimum setback restrictions may be decreased below and the maximum lot coverages may be increased above those applicable to like buildings in other zone disticts to accomodate specific building types with unusual orientation on the lot or relationship between buildings. The averaging of lot areas shall be permitted to provide flexibility in design and to relate lot size to topography, but each lot shall contain an acceptable building site. The clustering of development with usable common open areas shall be permitted to encourage provision for, and access to, common open areas and to save street and utility construction and maintenance costs. Such clustering is also intended to accomodate contempoary building types which are not spaced individually on their own lots but share common side walls, combined service facilities or similar architectural innovations, whether or not providing for separate ownership of land and buildings. Architectural style of buildings shall not be a basis for denying approval of a PUD application. The rear setbacks of Lots J6 -J9 will vary from the existing to accomodate the larger lots. Refer to the proposed lot and setback layout on the Preliminary Plat, dated April 6, 1998. Twenty-five (25) percent of the total area within the boundary of any PUD shall be devoted to Common Open Space; and not more than fifty percent (50%) of the Commn Open Space is an area of water. Provided, however, that the County Commissioners may reduce such requirement if they find that such decrease is warranted by the design of, and the amenities and features incorporated into, the Plan and that the needs of the occupants of the PUD for Common Open Space can be met in the proposed PUD. April 16, 1998 page 3 Ranch Creek PUD/Subdivision Ranch at the Ranch at Roaring Fork Parcels 1 and 28, Phase ll, (Roaring Fork Ranch) Garfield County P.U.D. Amendment Application Stryker/Brown Architects 300 S. Spring St., Aspen, Co. 81611 925-2254, fax: 925-2258 Refer to item 4, page 2 above. The Common Open Space of the Ranch at Roaring Fork is very large (350+/- acres), and is adjacent to the PUD parcel in question. The original developer of the Ranch at Roaring Fork created an agreement for the shared use of the recreational and COMMON OPEN SPACE amenities by the Ranch proper and the users of this PUD's parcels. I request that due to the significant and accessable nature of the open space in this "community" and the design of and the amenities and features incorporated into, the strict requirements for "OPEN SPACE" within the PUD proposed be waived. The needs of the occupants of the PUD for Common Open Space can be met by continuing to share the existing Open Space and recreational amenities of the Ranch at Roaring Fork. These amenities include: 9 hole par 3 golf course, 2 tennis courts, skeet shooting, 1 mile river frontage on the Roaring Fork River, Common Horse Pasture, riverfront open space with an intensive trail system. This PUD is a redivision of part of the larger Accomodations/Resort Subdivision which is the Roaring Fork Ranch (aka, Ranch at Roaring Fork). The creation of the entire subdivision created the significant open space which served this PUD's parcel(s). Access and use easements are called for in the Ranch at Roaring Fork Homeowners Covenents and in the recently signed General Agreement between the Ranch at Roaring Fork Homeowners and Ranch Creek PUD. (B) The minimum acreage which will be dedicated to Common Open Space; The minimum acreage dedicated to Common Open Space is the land under the Pedestrian and Fisherman's Easements: about 13965 Acres (25% of this PUD). Other Common Open Space in the subdivision of which this parcel is a redivsion of Phase II, is already dedicated as part of the Roaring Fork Ranch Subdivision (350+/- Acres) . (C) The type of uses proposed and the acreage devoted to each use; The entire PUD is proposed to contain 21 single family detached residential dwelling units on 5.586 Acres, with .354 of those acres (lot 13) assigned to park/parking for the use of the Relay Station. (D) Major internal circulation systems; The "major" internal circulation system is to be one street One road named: "Ranch Creek Lane". Several of the residences will be served by the existing perimeter roads: Highway 82 frontage road, Stagecoach Drive, and Stagecoach Lane. April 16, 1998 page 4 Ranch Creek Agreement (Ranch Creek Project/Ranch at Roaring Fork) This Agreement is made as of this qv, day of ///4-6/-F , 1998 among David P. Brown ("Brown"), whose address is c/o Stryker/Brown Architects, 300 Spring Street, Aspen, Colorado, 81611, Fax # (970) 925-2258; Jane J. Jenkins ("Jenkins"). whose address is 0269 Heather Lane, P.O. Box J, Aspen, Colorado, 81612, Fax # (970) 925-4346; and Ranch at Roaring Fork Homeowners Association, Inc., a Colorado not for profit corporation, ("Association"), whose address is 14913 Highway 82, Carbondale, Colorado, 81623, Fax # (970) 963-9243. I General. 1.1 Parties and Properties. The Association is an association of homeowners owning homes annexed into the Ranch at Roaring Fork project ("Ranch") located in Garfield County, Colorado. Brown has a contract to purchase a 2.987 acre parcel ("Stagecoach Parcel") which is within the historical boundaries of the Ranch but is not annexed into the Ranch. The Stagecoach Parcel is part of the Commercial Parcel referred to in the Second Amended Declaration governing the Ranch and is currently zoned for commercial purposes. The Stagecoach Parcel is owned by Stagecoach Associates, Ltd. ("Stagecoach"), a Colorado limited partnership. Jenkins is the owner of a 2.559 acre parcel ("Jenkins Parcel"), adjoining the Stagecoach Parcel, which has been annexed into the Ranch. The Jenkins Parcel is zoned for residential condominium purposes but has not yet been improved and developed for such uses. Stagecoach and Jenkins have joined in a Planned Unit Development/Subdivision Application ("PUD/Subdivision Application"), filed with Garfield County on their behalf by Brown as their representative, for the rezoning and subdivision of the Stagecoach Parcel and the Jenkins Parcel as the Ranch Creek PUD/Subdivision ("Ranch Creek"). 1.2 Ranch Creek Map and Legal Description. A copy of the Preliminary Site Plan for Ranch Creek, as revised July 22, 1997, ("Ranch Creek Map") which is proposed under the PUD/Subdivision Application is attached as Exhibit A. Legal descriptions of the Stagecoach Parcel and the Jenkins Parcel are attached as Exhibit C. The Stagecoach Parcel is currently planned to contain 12 residential lots and one Special Purpose Lot for parking and/or open space as shown on the Ranch Creek Map. The Jenkins Parcel is currently planned to contain 10 residential lots and one Special Purpose Lot for a gardener's storage building as shown on the Ranch Creek Map. However, the parties agree that the Ranch Creek Map and the related PUD/Subdivision Application will be amended to eliminate the Special Purpose Lot for a gardener's storage building on the Jenkins Parcel a t'rrI and, in addition, may be amended to reduce the number of residential lots on the Jenkins Parcel to 9 or 8. After such amendment, therefore, there will be between 20 and 22 residential lots in Ranch Creek, 12 on the Stagecoach Parcel and between 8 and 10 on then Jenkins Parcel, and, in addition, there will also be one Special Purpose Lot on the Stagecoach Parcel for parking and/or open space as more fully provided in Section 6.3. 1.3 Lots Straddling Property Line Between Stagecoach and Jenkins Parcels. The parties are aware that the property line between the Stagecoach Parcel and the Jenkins Parcel does not follow lot lines and, instead, in certain places, passes through lots so that certain lots primarily located on the Stagecoach Parcel "encroach" into the Jenkins Parcel and certain lots primarily located on the Jenkins Parcel "encroach" into the Stagecoach Parcel. The parties agree that, for all purposes under this Agreement, lots located primarily on the Stagecoach Parcel shall be considered wholly within the Stagecoach Parcel and lots located primarily on the Jenkins Parcel shall be considered wholly within the Jenkins Parcel. This agreement will apply, without limiting the generality of the foregoing, to the provisions in this Agreement for payment of Service Charges by lots on the Stagecoach Parcel and for payment of assessments by lots on the Jenkins Parcel. 1.4 Purpose of Agreement. The purpose of this Agreement is to set forth terms under which, among other things, (a) the Association will provide water and sewer service to Ranch Creek; (b) the Association will permit use of Ranch common area and facilities by owners of homes in the Stagecoach Parcel, which is not annexed into the Ranch, on the same basis as owners in the Ranch, including the Jenkins Parcel which is already annexed into the Ranch; (c) the Association will plow and maintain the internal road in Ranch Creek as well as the Ranch roads surrounding Ranch Creek; and (d) owners in the Stagecoach Parcel, which is not annexed into the Ranch, will make payment of service charges to the Association equal to the amount of assessments, including special assessments, payable to the association by owners in the Ranch, including owners in the Jenkins Parcel which is already annexed into the Ranch. 1.5 Appendix for Defined Terms. Certain terms used in this Agreement are defined terms the definitions of which are in Appendix A to this Agreement. 1.6 Exhibits. Exhibits to this Agreement are: Exhibit A - Ranch Creek Map Exhibit B - Schedule of Lot Sizes Exhibit C - Legal Descriptions of the Stagecoach Parcel and the Jenkins Parcel II Water and Sewer Service. 2.1 Agreement to Provide Service. Subject to the provisions of this Agreement, the Association agrees to provide potable water to, and to take and treat domestic sanitary sewage from, detached, single family homes in Ranch Creek which contain no caretaker or ancillary dwelling unit. Service to the Jenkins Parcel, which is annexed into the Ranch, shall be provided in accordance with the Second Amended Declaration and this Agreement. Service to the Stagecoach Parcel, which is not annexed into the Ranch, shall be pursuant to this Agreement. 2.2 Use of Water Reserved in Water Deed. The Association, in providing water service to the Stagecoach Parcel, shall be entitled to use, as necessary or desirable, water reserved to the grantor, it successors and assigns, in the Water Deed. The "Water Deed" shall mean the Deed, dated July 3, 1973, from Ranch at Roaring Fork, Inc., the original developer of the Ranch, as grantor, to the Association, recorded July 12, 1973 in Book 447 at page 140 of Garfield County, Colorado records. The Water Deed conveyed certain water rights to the Association but reserved to the grantor, for the benefit of the grantor, its successors and assigns, use of water for the Commercial Parcel (and also for a parcel designated in the Water Deed as the Reserved Parcel). 2.3 Installation of Ranch Creek Water and Sewer Lines. The Ranch Creek Developer shall cause to be installed, at no cost to the Association, all water distribution and individual service lines and facilities and all wastewater collection and individual service lines and facilities necessary to connect homes in Ranch Creek to the main water and sewer lines of the Association. The design and the installation of these lines and facilities, including individual service lines and facilities, shall be subject to the approval of the Association's Consulting Engineer. Prior to installation of any lines and facilities, including individual service lines and facilities, the Ranch Creek Developer shall submit plans for such lines and facilities to the Association and the Consulting Engineer and shall make such reasonable modifications in such plans as may be required by the Association and the Consulting Engineer and shall thereafter install the lines and facilities in accordance with the plans as so modified and with applicable laws, rules and regulations. After installation of the lines and facilities, including individual service lines and facilities, and while they are still exposed and uncovered and can be easily inspected, the Ranch Creek Developer shall notify the Association and the Consulting Engineer and permit the Association and the Consulting Engineer to inspect the same and shall correct any matters which the Association and the Consulting Engineer may find are at variance with the approved plans or otherwise may reasonably find requires change or correction. s 2.4 Developer Water and Sewer Line Repair Obligation. The Ranch Creek Developer shall be responsible for repair and replacement of any portion of the lines and facilities which, in the period of 18 months after installation and inspection of the lines and facilities, shows defects or the need for repair or replacement as determined by the Association and the Consulting Engineer ("Developer Water and Sewer Line Repair Obligation"). 2.5 Shut Off Valves on Service Lines. The individual water service lines for the home on each lot in Ranch Creek shall be equipped with a shut off valve, in the yard or other unpaved space on the lot, easily accessible to the Association, to permit the shut off of service to the lot by the Association. The Association shall have the right to shut off water service to a home in the event of the failure of the owner of the lot to pay any assessments or Service Charges to the Association or to comply with the terms of this Agreement or the rules and regulations of the Association. 2.6 Ownership of Lines and Facilities. The water distribution lines and facilities and wastewater collection lines and facilities lines, (but not individual service lines and facilities serving a particular lot or home) shall, upon inspection and approval by the Association, become the property of the Association with or without further action by the Ranch Creek Developer. However, at the request of the Association, the Ranch Creek Developer or other owner thereof shall transfer these lines and facilities to the Association by bill of sale, satisfactory in form and substance to the Association, free and clear of any liens or encumbrances. 2.7 Easements for Lines and Facilities. The Association shall have easements for construction, installation, maintenance, repair and replacement of the water distribution lines and facilities and the wastewater collection lines and facilities (but not individual service lines serving a particular lot or home) and easements for access thereto with or without further action by the Ranch Creek Developer. However, at the request of the Association, the Ranch Creek Developer or other owner of the easement area shall confirm these easements to the Association by grant of easement, satisfactory in form and substance to the Association, free and clear of any liens or encumbrances. The easements shall be of a width of at least 5 feet on either side of the lines and facilities unless a different width is prescribed by the Association's Consulting Engineer and shown on the final subdivision plat approved for Ranch Creek. 2.8 Maintenance of Lines and Facilities by Association. After installation, inspection and approval of lines and facilities as aforesaid and upon the commencement of payment of assessments for all lots on the Jenkins Parcel and commencement of payment of Service Charges for all lots on the Stagecoach Parcel, and for so long thereafter as this Agreement remains in force and effect, 3 the Association shall, except as covered by the Developer Water and Sewer Line Repair Obligation, be responsible for the maintenance, repair and replacement of the water distribution lines and facilities and the sewer collection lines and facilities (but not individual service lines and facilities). 2.9 Maintenance of Individual Service Lines. The owner of a lot shall be required to maintain, repair and replace individual service lines and facilities, including the shut off valve, serving that lot. If an owner fails to maintain, repair and replace the individual service lines and facilities, including the shut off valve, the Association shall be entitled to do so and the owner shall reimburse the Association for all costs and expenses incurred by the Association in connection therewith. 2.10 Rules and Regulations. The Association may adopt and amend, from time to time, rules and regulations relating to water and sewer service, lines and facilities, including individual service lines and facilities, and owners of property within Ranch Creek shall be obligated to comply with such rules and regulations provided the same are also applicable to comparable property within the Ranch. Without limiting the generality of the foregoing, the Association may adopt rules, applicable to all residential users within the Ranch and Ranch Creek, which require meters for measuring usage and which require payments based on meter readings. 2.11 Tap Fees. Tap fees for water and sewer connections shall be payable at the rate of $7,500 for each of the residential lots within Ranch Creek, except for up to 6 lots on the Jenkins Parcel for which tap fees have been prepaid under the Jenkins Parcel Agreement (defined in Appendix A). The total tap fees payable will therefore be $105,000 if there are only 20 residential Lots in Ranch Creek (14 lots charged with tap fees), $112,500 if there are 21 lots (15 lots charged with tap fees), and $120,000 if there are 22 lots (16 lots charged with tap fees). The total amount for tap fees for the residential lots shall be paid (a) 1/3rd at the time the Association lets the construction contract for the Sewer Plant Improvement Project, as hereinafter defined; (b) 1/3rd when 50% of the amount payable under the construction contract is due and payable; and (c) 1/3rd at the time of substantial completion of the Sewer Plant Improvement Project. Notwithstanding the foregoing, in no event will any portion of the tap fees be payable unless and until the Ranch Creek PUD/Subdivision Application and the final plat for Ranch Creek are approved by necessary governmental bodies and the closing occurs of the purchase of the Stagecoach Parcel by Brown. Accordingly, the Association may, but shall not be obligated to, delay the letting of the construction contract for the Sewer Plant Improvement Project until these conditions are satisfied. If the Association commences construction before these conditions are satisfied, the tap fees due shall be paid promptly after satisfaction of these conditions. Once paid, the tap fees shall be non-refundable even though Ranch Creek is not developed or development thereof is delayed, unless the Association fails to complete the Sewer Plant Improvement Project or otherwise fails to be ready, willing and able to provide water and sewer service to Ranch Creek. 2.12 Formation of Special District. The Association may, in its sole discretion, transfer to one or more special districts some or all of its obligations under this Agreement, including both the obligations set forth above and obligations hereinafter set forth in this Agreement, provided that Ranch Creek is within the service area of the special district and the district will fulfill the obligations to Ranch Creek transferred by the Association. Owners in Ranch Creek shall support the formation of any such special district if requested by the Association and will not seek to form or support any special district if so requested by the Association. III Use of Ranch Common Area and Facilities. 3.1 Possible Existing Rights of Ranch Creek Owners. The Jenkins Parcel is already annexed into the Ranch and owners in the Jenkins Parcel are therefore entitled to use the Common Recreation Reserve and related common facilities within the Ranch. However, there has been a dispute between Stagecoach and the Association as to whether, under the Second Amended Declaration governing the Ranch, and particularly Section 6.8(a)(2) thereof, owners in the Stagecoach Parcel would be entitled to use the Common Recreation Reserve and related common facilities in the Ranch if the Stagecoach Parcel is developed for residential purposes (the Stagecoach Parcel being part of the so-called Commercial Parcel described in the Second Amended Declaration). Nevertheless, the Association is willing to forgo the dispute and to permit owners in the Stagecoach Parcel to use the Common Recreation Reserve and related common facilities in the Ranch under and subject to the terms of this Agreement provided, of course, that this Agreement becomes effective. 3.2 Rights to Use Common Area and Facilities. Owners of lots in Ranch Creek shall have rights to use the Common Recreation Reserve and related common facilities of the Ranch equal to the rights of owners of lots in the Ranch - except the owner or owners of the Special Purpose Lot. As with owners of lots in the Ranch, the rights of use shall be subject to provisions in the Second Amended Declaration and to rules and regulations adopted by the Association. The rights of use shall be conditioned on payment of assessments to the Association by owners of lots in the Jenkins Parcel as required under the Second Amended Declaration and on payment by owners of residential lots in the Stagecoach Parcel of Service Charges as provided elsewhere in this Agreement. IV Road Maintenance. 4.1 Agreement to Maintain Roads. Subject to the provisions of this Agreement, the Association agrees to plow and maintain the internal road within Ranch Creek and the Ranch roads surrounding and serving Ranch Creek. 4.2 Installation of Internal Road. The Ranch Creek Developer shall cause to be installed, at no cost to the Association, the internal road within Ranch Creek. The internal road shall be designed, installed and paved to comply with Garfield County road standards and, in any event, to at least the quality of Stagecoach Lane when originally installed within the Ranch. The design, installation and paving of the internal road shall be subject to the approval of the Association and the Association's Consulting Engineer. Prior to installation of the internal road, the Ranch Creek Developer shall submit plans for the road to the Association and the Consulting Engineer and shall make such reasonable modifications in such plans as may be required by the Association and the Consulting Engineer and shall thereafter install the internal road in accordance with the plans as so modified. After installation of the internal road, the Ranch Creek Developer shall notify the Association and the Consulting Engineer and permit the Association and the Consulting Engineer to inspect the same and shall correct any matters which the Association and the Consulting Engineer may find are at variance with the approved plans or otherwise may reasonably find require change or correction. 4.3 Developer Road Repair Obligation. The Ranch Creek Developer shall be responsible for repair and replacement of all portions of the internal road which, in the period of 18 months after installation and inspection of the internal road, shows defects or the need for repair or replacement as determined by the Association and the Consulting Engineer ("Developer Road Repair Obligation"). 4.4 Maintenance of Internal Road. After installation of the internal road as aforesaid, and upon commencement of payment of assessments for all lots in the Jenkins Parcel and commencement of payment of Service Charges for all lots in the Stagecoach Parcel, and for so long as this Agreement remains in force and effect, the Association shall be responsible for removal of snow from, and, except as covered by the Developer Road Repair Obligation, for maintenance, repair and replacement of, the internal road. V Service Charges and Assessments. 5.1 Service Charges Payable by Stagecoach Parcel. Because the Jenkins Parcel is already annexed into the Ranch, the owners of residential lots in the 7 Jenkins Parcel will be obligated to pay regular and special assessments to the Association in accordance with the Second Amended Declaration and, except to the extent modified by this Agreement, the Jenkins Parcel Agreement. Owners of residential lots in the Stagecoach Parcel within Ranch Creek shall be obligated to pay regular and special Service Charges to the Association as hereinafter provided. 5.2 Amount of Regular Service Charges. Owners of each residential lot in the Stagecoach Parcel within Ranch Creek will be required to pay, monthly in advance, on the first day of each month, regular Service Charges to the Association equal to the amount of the regular monthly assessments payable by an owner in the Ranch for the General Cost Center of the Ranch, plus any regular monthly assessment by the Association for any special cost center which may be established to cover costs and expenses of the Association reasonably attributable solely or principally to Ranch Creek (which assessments for a special cost center for Ranch Creek will be also payable by owners of residential lots in the Jenkins Parcel) plus the amount of any regular Service Charge by the Association for a special cost center which may be established to cover costs and expenses of the Association, if any, reasonably attributable solely or principally to the Stagecoach Parcel. The General Cost Center for the Ranch is described in Section 10.8(a) of the Second Amended Declaration governing the Ranch and is maintained for costs and expenses attributable to the Common Recreation Reserve and water and sewer service provided by the Association and for other costs and expenses not clearly or reasonably allocable to a special cost center for a particular condominium or detached housing parcel within the Ranch or clearly and reasonably allocable to a particular owner or owners. Currently, all costs and expenses of the Association are allocated to the General Cost Center of the Ranch except those clearly and reasonably allocable to the Condominium Parcel within the Ranch. The only other current cost center of the Association is a special cost center to cover costs and expenses attributable to the Condominium Parcel within the Ranch. 5.3 Special Service Charges. Owners of each residential lot in the Stagecoach Parcel will be required to pay special Service Charges to the Association equal to the amount of any special assessment payable by an owner in the Ranch for the General Cost Center of the Ranch, plus the amount of any special assessment by the Association for any special cost center which may be established for Ranch Creek plus the amount of any special Service Charge by the Association for any special cost center established for the Stagecoach Parcel. The time and schedule, if any, of payments of special Service Charges shall be determined by the Association. 5.4 Consents Required for Special Cost Centers. No special cost center shall be established by the Association for Ranch Creek or for the Stagecoach Parcel without the consent of owners of a majority of the residential lots which will be subject to payment of regular or special Service Charges for the special cost center. 5.5 Service Charges for $pecial Purpose Lot. The Special Purpose Lot on the Stagecoach Parcel for parking and/or open space will benefit directly to some degree from the Association's plowing and maintaining roads and will benefit indirectly to some degree from other functions and activities of the Association and the expenses incurred in connection therewith. In recognition of this and of the difficulty in measuring the benefits, it is agreed that the owner of the Special Purpose Lot for parking and/or open space will be obligated to pay regular Service Charges to the Association equal to 10% of the regular Service Charges or assessments payable by the owner of a residential lot in Ranch Creek. If there is any special Service Charge or assessment payable by the owners of lots in Ranch Creek, no special Service Charge shall be payable by the owner of the Special Purpose Lot except to the extent of the proportionate benefit, if any, to the Special Purpose Lot from the costs or expenses for which the special Service Charge or assessment is levied. The proportionate benefit shall be determined in good faith by the Association and, as provided hereinafter in Section 5.7, shall not be subject to challenge except in the case of clear, material and gross unfairness. 5.6 Effect of Tap Fee Payment on Service Charges and Assessments. In light of the payment of tap fees as provided above in this Agreement, lots in the Stagecoach Parcel shall be exempt from regular or special Service Charges otherwise payable for such lots to the extent of Service Charges designed to cover the costs, including debt service costs, for the Sewer Plant Improvement Project. Similarly, lots in the Jenkins Parcel for which tap fees in the amount of $7,500 are paid pursuant to this Agreement ("Fully Exempt Lots"), shall be exempt from all of any regular or special assessment to cover the costs, including debt service costs, of the Sewer Plant Improvement Project. However, as to 6 lots in the Jenkins Parcel ("Partially Exempt Lots"), for which tap fees were previously prepaid at less than $7,500, these lots shall be exempt from only that portion of any regular or special assessment designed to cover the costs, including debt service costs, of expansion (as opposed to rehabilitation and upgrading) of the sewer plant and shall not be exempt from payment of regular or special assessments designed to cover costs, including debt service costs, not directly attributable to expansion of the sewer plant. The Board of Directors of the Association shall have the authority to determine, in its reasonable discretion, the costs attributable to expansion of the sewer plant as opposed to the costs not attributable to expansion. The exemptions described herein are with respect to only the presently contemplated Sewer Plant Improvement Project and there shall 9 be no exemption of lots in Ranch Creek from assessments or Service Charges, as the case may be, to cover future capital expenditures for the sewer plant or other facilities of the Association. Each lot in the Jenkins Parcel shall be designated by Jenkins as either a Fully Exempt Lot or a Partially Exempt Lot by written notice given to the Association on or before the earlier of issuance of a building permit for the lot or conveyance of the lot by Jenkins to a third party. 5.7 Waiver of Right to Challenge Service Charge Amounts. Owners of lots in the Stagecoach Parcel shall not have any right to object to or challenge the amount or basis of the Service Charges payable to the Association except in the case of clear, material and gross unfairness. This waiver of the right to object or challenge is made in recognition of the fact that the Service Charges will, in all but the most remote case, be based on assessments levied by the Association against its own members, including members in the Jenkins Parcel, and are therefore unlikely to be materially unfair or improper. The amount of Service Charges payable by the owners of a lot shall not be reduced because the lot or the owners of the lot do not use the Common Recreation Reserve or otherwise do not benefit from particular costs and expenses for which Service Charges are collected. 5.8 Lien for Service Charges. The Association shall have a lien against each lot within the Stagecoach Parcel to secure payment of any Service Charge and any other amount due and owing to the Association with respect to that lot or the owner of that lot, together with interest thereon from the date the amount was due and payable plus all costs and expenses of collecting the unpaid amount, including reasonable attorneys fees. The rate of interest shall be the rate of interest on judgments in civil cases established by statute of the State of Colorado (at the date hereof, this is 8% per annum) plus 4% but in no event less than 12% per annum. The lien may be foreclosed in the manner for foreclosure of mortgages in the State of Colorado. The lien shall be junior to the lien of any first mortgage or first deed of trust on the lot taken in good faith and for value and perfected by recording in the office of the Clerk and Recorder of Garfield County, Colorado prior to the time of recording of a notice of default setting forth the amount of the Service Charge or other amount then unpaid and describing the lot affected by the lien and, if known by the Association, the names of the owners thereof. 5.9 Commencement and Notices of Service Charges and Assessments. Service Charges for all lots in the Stagecoach Parcel and assessments for all lots in the Jenkins Parcel shall be payable beginning on the first day of the month following the completion of the Sewer Plant Improvement Project. However, as to any lot for which a building permit is issued prior to completion of the Sewer Improvement Project, Service Charges or assessments will commence on the first !a day of the month following the date a building permit is issued for the lot. The Association shall advise of the amounts initially payable. Thereafter, whenever there is a change in the amount of Service Charges payable, the Association shall give written notice thereof to the owners of each residential lot in the Stagecoach Parcel addressed to "Owner" at the address of the lot or to such other name and address as the owners of the lot may furnish, in writing, to the Association. VI Other Particular Agreements. 6.1 Water Line Relocation. The Association agrees to the relocation of the Association's water line from its present location running through Ranch Creek to a location approved, in writing, by the Association and the Consulting Engineer provided that (a) the width on each side of the center line of the relocated line shall be as approved, in writing, by the Association and the Consulting Engineer; (b) an easement for the water line and for the maintenance, repair and replacement thereof is granted to the Association by grant of easement in form and substance satisfactory to the Association; (c) the new line will be of a size, design and with materials approved, in writing, by the Association and the Consulting Engineer; (d) the Consulting Engineer provides reasonable assurance to the Association that the relocation of the water line will not have a material, adverse effect on the Ranch or its members served by the relocated water line and (e) the relocation is accomplished at no cost and expense to the Association. 6.2 Ranch Creek Dwelling Unit Densities, Uses, Etc. The total number of dwelling units permitted on Ranch Creek shall not exceed 22, each located on a separate residential lot. Use of all lots, except the Special Purpose Lot, shall be limited to detached, single family homes with no caretaker or ancillary dwelling unit and no business use that has any appreciable external effect evident to neighbors. Each home shall be required to have a minimum of 1400 square feet of living space and to have an attached, enclosed garage for at least 2 cars. Lot sizes and building set backs shall be no less than, and building heights shall be no more than, as shown on the Schedule of Lot Sizes attached to this Agreement as Exhibit B. No building or portion thereof, including, without limitation, decks, porches, patios and steps, shall be constructed or maintained any nearer than 30 feet from the edge of Blue Creek which lies at the southerly part of Ranch Creek. For lots along Blue Creek, the greater of this set back and the set back required from the rear lot line shall be applicable. 6.3 Special Purpose Lot. In addition to up to 22 residential lots, one additional lot on the Stagecoach Parcel shall be a "Special Purpose Lot". The Special Purpose Lot ("Parking and Open Space Lot") shall be limited to use only for parking of not more than 50 cars and light trucks for no more than 18 hours at a time per vehicle and otherwise only for park or open space purposes. The 1 / Special Purpose Lot shall be kept in a neat and tidy condition at all times. The Association shall have no ownership interest in and no obligation to care for, operate or maintain the Special Purpose Lot. 6.4 No Change in PUD/Subdivision Application. Ranch Creek shall be developed substantially in accordance with the Ranch Creek PUD/Subdivision Application as amended as of July 22, 1997, except to accommodate the changes referred to in Section 1.2. Except as referred to in Section 1.2, no significant change shall be made in the PUD/Subdivision Application as so amended without the written approval of the Association which approval shall not be unreasonably withheld. 6.5 Architectural Approval. The written approval of the Association shall be required prior to (a) the construction or installation of any building, structure, fence or other improvement in Ranch Creek; (b) the destruction or abandonment of any building, structure or other improvement in Ranch Creek; (c) the excavation, filling or other disturbance of the surface of land in Ranch Creek, including, without limitation, any change in drainage pattern; (d) landscaping, planting or clearing of trees, shrubs or other significant vegetation or plant life within Ranch Creek; and (e) any change of exterior materials, color or appearance of any building, structure or other improvement in Ranch Creek. This requirement shall apply both to the Ranch Creek Developer and to individual lot owners. Approvals shall not be unreasonably withheld. 6.6 Ranch Creek Covenants. Covenants for Ranch Creek shall be prepared and recorded which, except as approved by the Association, shall be consistent with and, where relevant, substantially the same as, the covenants governing single family areas within the Ranch. The Ranch Creek covenants shall refer to this Agreement and shall include relevant provisions from this Agreement which are intended to be binding on lots and future owners in Ranch Creek. The Ranch Creek covenants shall provide that they are intended to be for the benefit of the Association and shall be enforceable by the Association. The Association shall be consulted in connection with the preparation of the Ranch Creek covenants so that the Association may advise Ranch Creek of problems the Association has experienced with the covenants governing the Association and the Ranch Creek covenants shall be submitted to the Association for approval prior to recording. The Ranch Creek covenants shall include a provision that no home shall be occupied as a residence by more than a "Single Housekeeping Unit" except infrequently and occasionally as necessary to accommodate short term guests. A "Single Housekeeping Unit" shall be defined as two or more persons related by blood or marriage or a group of not more than 5 persons. 12 6.7 Fisherman's Easement. Members of the Association and their tenants and guests shall have the right to use the Fisherman's Easement along Blue Creek as shown on the Ranch Creek Map for fishing to the same extent as if the Fisherman's Easement were part of the Common Recreation Reserve of the Ranch. 6.8 Internal Roads and Easements. The Association and members of the Association and their Tenants and guests shall have the right to use the internal road, the pedestrian easements and other public space, common area and common easements within Ranch Creek to the same extent as if these were part of the Common Recreation Reserve of the Ranch. 6.9 Raw Water for Lawn Irrigation. The Ranch Creek Developer shall install a pump or pumps to draw water out of Blue Creek adjoining Ranch Creek and raw water lines from the pumps to each lot in Ranch Creek (including non- residential lots) to permit, and shall impose covenants on Ranch Creek to require, irrigation of lawns, shrubs, trees and other landscaping with raw water from Blue Creek rather than with potable water from the water facilities of the Association. The pumps and raw water lines shall be maintained, repaired and replaced by the Association to the same extent as other areas in the Ranch where raw water pumps and lines have been installed for irrigation of individual lots. VII Conditions to Agreement. 7.1 Conditions Precedent to Association Obligations. Insofar as the Association is concerned, the effectiveness of this Agreement and the obligations of the Association hereunder are conditioned on the following which shall constitute "Conditions Important to Association" (a) the Association obtaining financing for substantially all of the costs of the Sewer Plant Improvement Project other than the amount of costs which can be funded by the tap fees payable hereunder ("Financing Condition"); (b) approval of this Agreement and of the actions to be taken pursuant to this Agreement by at least a majority of the members of the Association casting votes, or such larger vote proportion as the Association may deem to be necessary or desirable ("Owner Approval Condition"); (c) costs of the Sewer Plant Improvement Project being within the amount of funds available from financing and Ranch Creek tap fees without resort to reserves or other funds of the Association ("Adequate Funds Condition"); and (d) the absence of any material breach by Brown or Jenkins of any of the agreements contained in this Agreement ("No Ranch Creek Breach Condition"). 7.2 Conditions Precedent to Ranch Creek Obligations. Insofar as Brown 13 and Jenkins are concerned, the effectiveness of this Agreement and the obligations of each hereunder (except the obligation with respect to payment of tap fees) are conditioned on the following which shall constitute "Conditions Important to Ranch Creek"(a)completion of the Sewer Plant Improvement Project ("Sewer P Plant Completion Condition"); and (b) the absence of any material breach by the Association of any of the agreements contained in this Agreement ("No Association Breach Condition"). 7.3 Conditions Precedent for All Parties. For all parties, the effectiveness of this Agreement and the obligations of the parties hereunder are conditioned on the following, which shall constitute "Conditions Important to All Parties" (a) approval of the Ranch Creek PUD/Subdivision Application, as amended, by Garfield County ("PUD Approval Condition"); (b) approval by Garfield County and recording of the final subdivision plat contemplated by the PUD/Subdivision Application ("Subdivision Approval Condition"); (c) closing of the acquisition of the Stagecoach Parcel by Brown ("Stagecoach Parcel Closing Condition"); (d) Approvals as necessary by governmental bodies of the Sewer Plant Improvement Project ("Government Approval Condition"); (e) renewal of the permit to operate the sewer plant (" Sewer Plant Permit Renewal Condition"); and (f) amendment of the permit for the Ranch water supply well to permit withdrawal of additional water in sufficient quantity to serve Ranch Creek ("Well Permit Amendment Condition"). 7.4 Target Dates for Satisfaction of Conditions. Target Dates for satisfaction of the foregoing conditions are as follows: Condition Target Date Owner Approval Condition (Satisfied) PUD Approval Condition (Satisfied) Financing Condition 3/15/98 Adequate Funds Condition 7/1/98 Government Approval Condition 7/1/98 Sewer Plant Permit Renewal Condition 7/1/98 Well Permit Amendment Condition 7/1/98 Subdivision Approval Condition 9/1/98 Stagecoach Closing Condition 9/1/98 Sewer Plant Completion Condition 12/1/99 No Association Breach Condition 12/1/99 No Ranch Creek Breach Condition 12/1/99 11 7.5 Force Majeure. No party shall be liable for any failure to perform any agreement herein, or to satisfy any condition hereunder, if such failure is the result of Force Majeure, and any time limit expressed in this Agreement, including any Target Date, shall be extended for the period of any delay resulting from any Force Majeure. "Force Majeure" shall mean causes beyond the reasonable control of a party such as, but not limited to, acts of God, strikes, work stoppages, unavailability of or delay in receiving labor or materials, defaults by contractors, subcontractors, vendors, suppliers or other third parties, weather conditions, fire, flood or any other casualty, or action, delay or inaction of governmental authorities. Force Majeure shall not include unavailability of funds. 7.6 Effect of Failure of Conditions. No party shall be liable for failure to satisfy a condition whether or not satisfaction of the condition is deemed to be within the control of that party. If any of the Conditions Important to Association are not satisfied by the Target Date for satisfaction of that condition and are not waived by the Association, the Association may, at any time after that Target Date and until the condition is satisfied, terminate this Agreement by written notice to the other parties. Similarly, if any of the Conditions Important to Ranch Creek are not satisfied by the Target Date for satisfaction of that condition and are not waived by Brown and Jenkins, either of Brown and Jenkins may, at any time after that Target Date and until the condition is satisfied, terminate this Agreement by written notice to the other parties. Finally, if any of the Conditions Important to all Parties are not satisfied by the Target Date for satisfaction of that condition and are not waived by all parties, any party to this Agreement may, at any time after that Target Date and until the condition is satisfied, terminate this Agreement by written notice to the other parties. In the event of termination of this Agreement in accordance with the foregoing, all parties shall be released from all further obligations hereunder except that the Association shall be obligated to return any tap fees paid pursuant to this Agreement if, but only if, termination is based on the failure to satisfy the Sewer Plant Completion Condition. If this Agreement is terminated, the parties shall join in executing and acknowledging a document recording that fact ("Agreement of Termination"). 7.7 Final Satisfaction of Conditions. If and when all the foregoing conditions have been satisfied (or waived), the parties shall join in executing a document acknowledging that fact ("Agreement on Satisfaction of Conditions"). 7.8 Costs of Transaction. Whether or not the foregoing conditions are satisfied and whether or not this Agreement is terminated and whether or not any party may be deemed to be at fault in connection with any failure to satisfy a condition or for termination of this Agreement, each party shall bear his, her or 1S its own costs and expenses in connection with preparation, negotiation and finalization of this Agreement and satisfying or attempting to satisfy the foregoing conditions and shall not be entitled to reimbursement of any costs or expenses or to recover damages from any other party. 7.9 Effect of This Agreement on Commercial Parcel Water and Sewer Service Agreement. When all of the foregoing conditions have been satisfied (or waived), the Commercial Parcel Water and Sewer Service Agreement shall no longer be applicable to the Stagecoach Parcel (but it shall continue to be effective as to the remaining portion of the Commercial Parcel on which the Relay Station Restaurant building is currently located). 7.10 Effect of This Agreement on Jenkins Parcel Agreement. When all of the foregoing conditions have been satisfied (or waived), the Jenkins Parcel Agreement shall no longer be applicable and shall be considered as terminated and of no further force and effect. 7.11 Effect of Annexation of Stagecoach Parcel on This Agreement.. If the Stagecoach Parcel becomes annexed into the Ranch at any time, many of the provisions of this Agreement will no longer be necessary or applicable and all such provisions will, accordingly, be deemed terminated and no longer in force and effect. VIII Miscellaneous. 8.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. The covenants and agreements of Brown and Jenkins contained herein shall be deemed covenants running with the land and with title to the Ranch Creek Parcel, including both the Stagecoach Parcel and the Jenkins Parcel and shall be deemed for the benefit of the Association and the members of the Association. The covenants and agreements of the Association contained herein shall be deemed covenants running with the land and with title of the Association to any land and facilities owned by the Association and shall be deemed for the benefit of owners of lots in the Ranch Creek Parcel. 8.2 Limitations On Liability. The Association, its directors, officers, employees, agents and members shall not be liable to any person or party with respect to any matter arising under or in connection with this Agreement except in the case of willful disregard of this Agreement, recklessness, bad faith or malice and except that Brown and Jenkins, their respective heirs, personal representatives, successors and assigns shall be entitled, where appropriate, to injunctive relief. /6 Brown, Jenkins, any Ranch Creek Developer, and their directors, officers employees, agents and members, shall not be liable to any person or party with respect to any matter arising under or in connection with this Agreement except in the case of willful disregard of this Agreement, recklessness, bad faith or malice and except that the Association, its successors and assigns, shall be entitled, where appropriate, to injunctive relief and except that Brown, Jenkins, any Ranch Creek Developer and their heirs, personal representatives and assigns, shall be liable for payment of all monetary payments provided in this Agreement. No person or party shall be entitled to recover any punitive or consequential damages in any action or proceeding arising under or in connection with this Agreement. 8.3 No Public Utility Status. The Association shall not, by reason of this Agreement, be deemed to be holding itself out as ready to serve or as serving the public and shall not, by reason of this Agreement, be deemed a public utility. 8.4 Arbitration. Any dispute or controversy under this Agreement shall be determined by arbitration in accordance with the following provisions. If any party desires arbitration ("Originating Party"), that party shall give written notice to any other party who will be affected by the arbitration ("Relevant Other Parties"). The Originating Party and the Other Relevant Parties shall promptly thereafter seek to agree upon a single arbitrator. If the parties cannot agree upon a single arbitrator within a reasonable time, any party may proceed, upon written notice to the other parties, to have a single arbitrator selected in accordance with the rules and procedures of the American Arbitration Association for commercial arbitrations and the arbitration shall thereafter proceed in accordance with the rules of the American Arbitration Association except as mutually agreed by all the parties. Any decision by the arbitrator shall be binding on all parties to the arbitration. The costs and expenses of the arbitration, including fees of the arbitrator and reasonable attorneys fees of the parties, shall be paid by the parties as may be specified by the arbitrator and, to the extent not so specified, each party shall bear its own costs and expenses and the fees and costs of the arbitrator shall be borne equally by all the parties to the arbitration. 8.5 Costs of Legal Proceedings. In the event of legal proceedings under or in connection with this Agreement, the prevailing party shall be entitled to recover its costs and expenses incurred in connection with such legal proceedings including, without limitation, reasonable attorneys' fees. This provision shall not apply to arbitration proceedings, which are governed by the foregoing Section of this Agreement, but shall apply to court proceedings to enforce an arbitration award. /7 1 1 1 1 1 1 1 1 1 1 1 1 1 1 i 8.12 kleadings and Captions for Convenience. a headings and all not be considered captions in used in this Agreement are for convenience only an interpreting the provisions of this Agree nt In Witness Whereof the parties have executed this Agreement as of the date first above written. Ranch at Roaring Fork Homeowners Association, Inc. By: President State of Colorado County of Garfield M David P. Brown KIMB' LY A AABERG Notary Public State of Colorado The foregoing instrument was 1998, by President of Ranch at Roaring Fork Homeowners Association, not-for-profit corporation. Witness my hand and official seal. My Commission Expires - 9 " 0 I kno ledged v b - fore me this. day of as c., a Colorado State of Colorado ) ) ss. County of Eagle PITL t ) (!R �-o-o- = ,pUBL\.. Wel COMMISSION EXPIRES: JUNE 5, 2001 The fore ing instrument was acknowledged before me this , 1998, by David P. Brown. Witness my hand and official eal. 2 My Commission Expires U Nc State of Colorado County of Pitkin ay of County of Pitkin ivT Witness my hand and official seal. My Commission Expires Co • • 2 CC) ) ss. vsf COMMISSION EXPIRES: oing instrument was acknowledged before me this inday of JUNE 5 2001 , 1998, by Jane J. Jenkins. ao otary Pub ic Appendix A Defined Terms. Adequate Funds Condition. See Section 7.1(c). Agreement on Satisfaction of Conditions. See Section 7.7. Agreement of Termination. See Section 7.6. Association. See Preamble of this Agreement. When used herein, the term "Association" shall mean only the Ranch at Roaring Fork Homeowners Association, Inc. and shall not mean the contemplated Ranch Creek Homeowners Association. Brown. See Preamble of this Agreement. Commercial Parcel. See Section 1.1. Commercial Parcel Water and Sewer Service Agreement. The "Commercial Parcel Water and Sewer Service Agreement" shall mean the Water and Sewer Service Agreement, dated as of January 1, 1981, between the Association and Stagecoach, recorded , 19 in Book 695 at page 891 of Garfield County Records, and as an attachment to other recorded documents, relating to the provision of water and sewer service by the Association to the Commercial Parcel, including the portion thereof constituting the Stagecoach Parcel. Common Recreation Reserve. "Common Recreation Reserve" shall mean the Common Recreation Reserve of the Ranch as described and defined in the Second Amended Declaration. Conditions Important to All Parties. See Section 7.3. Conditions Important to Association. See Section 7.1. Conditions Important to Ranch Creek . See Section 7.2. Consulting Engineer. "Consulting Engineer" shall mean any person selected by the Association to assist the Association in reviewing plans, inspecting installations or approving matters under this Agreement which may require special attention and/or special experience or qualifications. There may be different persons selected as Consulting Engineer for different matters. If there a Consulting Engineer has not been selected for a particular matter, the Ranch on Creek Developer may request the Association to designate a person to act as Consulting Engineer for such matter and the Association shall do so with reasonable promptness. The Association may elect to proceed without an outside Consulting Engineer in which case, the Association shall appoint a member of the Association to fill the role of Consulting Engineer. Developer Road Repair Obligation. See Section 4.3. Developer Water and Sewer Line Repair Obligation. See Section 2.4. Financing Condition. See Section 7.1 (a). Force Majeure. See Section 7.5. Fully Exempt Lots. See Section 5.6. Garfield County Records. "Garfield County Records" shall mean real estate records in the office of the County Clerk and Recorder of Garfield County, Colorado. General Cost Center of the Ranch. See Section 5.2. Government Approval Condition. See Section 7.3 (d) Jenkins. See Preamble of this Agreement. Jenkins Parcel. See Section 1.1. Jenkins Parcel Agreement. "Jenkins Parcel Agreement" shall mean the Agreement. dated July 26, 1990, between RFR Partners, the then owner of the Jenkins Parcel, and the Association, recorded June 1, 1993 in Book 864 at page 243 of Garfield County Records, relating to annexation of the Jenkins Parcel into the Ranch and related matters. No Association Breach Condition. See Section 7.2 (b). No Ranch Creek Breach Condition. See Section 7.1 (d). Owner Approval Condition. See Section 7.1 (b). Parking and Open Space Lot. See Section 6.3. Partially Exempt Lots. See Section 5.6. as PUD Approval Condition. See Section 7.3 (a). pUD/Subdivision Application. See Section 1.1. Ranch Creek Developer. "Ranch Creek Developer" shall mean Brown as to the Stagecoach Parcel and Jenkins as to the Jenkins Parcel and their respective permitted successors and assigns. The contemplated Ranch Creek Homeowners Association shall constitute a permitted assign, as Ranch Creek Developer, of each of Brown and Jenkins. No other party shall be a permitted assign as Ranch Creek Developer without the written consent of the Ranch at Roaring Fork Homeowners Association. Ranch. See Section 1.1. Ranch Creek. See Section 1.1. Ranch Creek Map. See Section 1.2. Second Amended Declaration. The "Second Amended Declaration" shall mean the Second Amended Declaration of Covenants, Conditions, Limitations, Restrictions, Reservations, Liens and Charges for Ranch at Roaring Fork, undated but acknowledged July 12, 1985 and recorded August 7, 1985, in Book 673 at page 586 of records in the office of Garfield County Records. Service Charges. See Section 5.1 through 5.5. Sewer Plant Completion Condition. See Section 7.2(a). Sewer Plant Improvement Project. The "Sewer Plant Improvement Project" shall mean improvements to the Association's sewer plant deemed, by the Board of Directors of the Association, to be presently necessary and desirable with expansion of the capacity of the sewer plant to allow additional sewer service beyond the present capacity of the sewer plant, including service to Ranch Creek. Sewer Plant Permit Renewal Condition. See Section 7.3 (e). Single Housekeeping Unit. See Section 6.6. Special Purpose Lot. See Section 6.3. Stagecoach. See Section 1.1. z3 Stagecoach Parcel. See Section 1.1. Stagecoach Parcel Closing Condition. See Section 7.3 (c). Subdivision Approval Condition. See Section 7.3 (b). Target Dates. See Section 7.4. Water Deed. See Section 2.2. Well Permit Amendment Condition. See Section 7.3 (f) af. A'1 g. . Z. ! 4•,3331 J:iuzr. / cOral Front: FiTHE ! ET's E7�DBIT 6 SCHEDULE OF LOT SIZES RANCH CREEK PUD/Subdivision Application Exhibit 6 Revised hoe 22.1997' ; Ranch Creek Drive ROW not included in lot sizes Lot sizes reflect lot lint adjustment with Parcel A on south west tide LOT Lot Size 'Use ;Front Side Ras 'Notes Nitmbu (ensrouimate) i * ! Setback 1 Setback !Setback 1 Parcel23 1 654910 i single habil 125' `0' 10' ' 30' setback from creek edge. 10' ort east at Lot 2 south side setback is north edge of sewer easement 3 936641 t single family • 25' 4 5 6 7 S 9 10 11 10' (4T 92171 sf 'single family I23' 10' ' 55' 751010 single family 113' 110' `59' 10717 sf single family 115' :10' ; 65' 5295 sf single faintly 15' .10' 68' 6445 11 single family 15' 10' 20' 67531 sf single family 15' :10' 120' 609210 single family 15' 10' 20' 769010 single flimsily i 25 10' ; 20' 9984 ; sf 1 singie family !25' 10' 120' south i 2S' on both street fronts 12 79641 sf • single family 13 171701.1 I Puk/Parkin$ 125' Parcell i 125 J1 J2 J3 J4 I J5 J6 10' 20' south ',25' on both street fronts 10' '20' I Parking permitted on Lot per Final Ma 1297610 ! !single family 1 �' 10' 165' 11094 of single fsmtily 2D' 10' :50' 10219Isf i single family ;20' 10' 50' 126931.1 Isingie family '24:1 10' '50' 194971.1 i family 25 '10' 30' 7015 i sf single family 15' 10' 20' 470719f !angle flintily 13' 10' 20' 49701.E 'single family 15' 10' 20' 62741.1 i single family 25 10' ; 20' 5955!sf 'single family '25' 10' 120' 3365 isf iPuk/Parking 25 10' 10' Common Landscape Equipment storage shed t 25' setback on Stagecoach Lane only 17 J8 J9 J10 NOTES: 1 125' Height Limit all buildings 2: RE: 4.08.04 all uses are residential. Conditional use is home occupations with no employees. 1 1 1 1 3 : Maximum numb*: of Dwelling Units: 22 Sin¢1e Family E.Plierr. 3 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Zone District Regulations Ranch Creek PUD/ReSubdivlslon Parcels 1 and 2B, Phase 11 Ranch at the Ranch at Roaring Fork (Roaring Fork Ranch) Zone District Regulations Garfield County P.U.D./Subdlvlslon Application Exhibit 32A Stryker/Brown Architects 300 S. Spring St, Aspen, Co. 81611 925-2254, fax: 925-2258 1LQ R/SF/PUD Residential/Single Family/Planned Unit Development 1.01 Uses. by right Single -Family dwelling and customary accessory uses, including buildings for shelter of automobiles or property accessory to use of the lot for single-family residential purposes, and fences, hedges, gardens, walls, patios, decks, porches, covered walkways, sheds, and similar landscape features; parks; home occupations with no employees, visitation of clients permitted; water impoundments, underground utility lines and easements therefore; access easements and rights of way. LQZ Uses. conditional; daycare, day nursury, community building. 1,02 Uses. special; Studio for sale of arts and crafts, 1.04 Minimum Lot Area; Four thousand five hundred (4,500) square feet and as further provided under Supplementary Regulations. 1,,Q5 Maximum Lot Coverage by buildings; 50% La Minimum Setbacks: Per Schedule of Lot Sizes Attached. 1.4Z Maximum Height of Buildings; twenty-five feet (25') per county regulations in place in 1996. 1 Q$ Maximum Floor Area Ratio: .5/1.0 and as further provided under the Supplementary Regulations. Garages and accessory storage structures shall be exempt from FAR for the first 600 square feet of enclosed space. 1.09 Additional Requirements; All uses shall be subject to the provisions under Section 5 (Supplementary Regulations), except for the following provisions: 1. Eaves, brackets, gutters, porches, bay windows, and similar building projections that may extend into a setback no more than three feet (3'). 2. Fences in side and rear setbacks shall not be taller than six feet ( 6'). Fences on Street fronts may not be greater than three feet (3')' high. 3. Front porches are required and shall be a minimum of four feet (4'-0") deep and six feet (6') wide. 4. The slope of the main portion of the roof over the largest mass of the house shall be not less than six (6) inches rise in twelve (12) inches run (6/12). 5. Parking of vehicles may occur within setbacks. Revised April 16, 1998 EXHIBIT "C" page 1 of 2 Zone District Regulations Garfield County P.U.D./Subdivision Application Ranch Creek PUD/ReSubdlvision Exhibit 32A Parcels 1 and 2B, Phase 11 Stryker/Brown Architects Ranch at the Ranch at Roaring Fork 300 S. Spring SL, Aspen, Co. 81611 (Roaring Fork Ranch) 925-2254, fax: 925-2258 6. Four offstreet parking spaces (including within the garage) per lot is required. 2L4 P11 Park/Parking 3,21 Uses. by right landscaping, and fences, hedges, gardens, and similar landscape features; park; Parking, not to exceed 24 hours; school bus shelter. 3,QZ Uses. conditional; none 3,Q3 Uses. special; daycare, day nursury, community building, 3.04 Minimum Lot Area; Three thousand (3,000) square feet and as further provided under Supplementary Regulations. 3.05 Maximum Lot Coverage; 25% by buildings, 95% by parking. 3.06 Minimum Setback; Per Schedule of Lot Sizes attached. 3,1).Z Maximum Height of Buildings; fifteen feet (15') 3.08 Maximum Floor Area Ratio; .25/1.0 and as further provided under the Supplementary Regulations. Garages and accessory storage structures shall be exempt from FAR for the first 500 square feet of enclosed space. 3.09 Additional Requirements; All uses shall be subject to the provisions under Section 5 (Supplementary Regulations), except for the following provisions: 1. Eaves, gutters, and similar building projections may extend into a setback no more than three feet (3'). 2. Fences in side and rear setbacks shall not be taller than six feet ( 6'). Fences on street fronts may not exceed three feet (3') in height. 3. The slope of the main portion of the roof shall be not less than six (6) inches rise in twelve (12) inches run (6/12). Subordinate roofs and sheds may be less than 6/12. 4. Uncovered parking is permitted within any setback. 5. Bus Shelters may occur within any setback. Revised April 16, 1998 EXHIBIT "C" page 2 of 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Zz V1 0 Q I -.z A.4 XI a CO41 v/ F z F W Z U W 20 a4 E. O...,w a W — a a . Qe aAxw - N d a U _z F, U ~N a,4 azaQa fe a04a �. fl. waE. Z 4C7 Zaz 0 oa� d a y ,,..a z0 C 04 0 04Oza, ~ v;: WyaF WAC4 t oz cC C.) (f) 0 L ,; wzA\4; a — = e U -a = ZmO° ' .a a 1 il �/ / it µ' U _ j : ) a 4 '1,1 •e x a U '' Iliiikiiiiiiiiieii Z N IiD24244,6Deer4.34 rn 0 4 !P a4 4ii1iit;*er, r -xiir,*t5,,ez4kkki4SSk5kkSkkk N. U h °E 11.4 'Il � Y 0 ; )• a e / • / St • 0 0 L�- _: 'rI! Y -----/•/ ��'�Ioff, 4• x 6iy. nmr s,,n .aroxs.J1 , .r , 44 5!_=96 pttikkk'044kkikkkiwikk �.:.;:kt mc?;=4;; 6611 !1161 !6666;6;ii bkk4k4kkkk=_ / . •,// ` / / La a� J PH/LL/P P. HENKE 0275 Thomas Road Carbonda/e, CO 81623 July 3, 1997 LETTER OF AGREEMENT David Philip Brown Stryker/Brown Architects, P.C. 300 South Spring Street, Suite 300 Aspen, CO 81611 Re: Resolution of Parking Agreement as Between Parcel A ("Relay Station Parcel") and Parcel B ("Ranch Creek PUD") RECITALS: A. Phillip Henke ("Henke") is the owner of Parcel A, the Relay Station Parcel, occupied by the Relay Station Bar and Restaurant. B. David Brown ("Brown") is the contract purchaser of the Ranch Creek PUD, proposed to be subdivided into 22 single family residential units. C. The Ranch Creek PUD is encumbered by a Parking Agreement for the benefit of Parcel A, recorded in Book 695 at Page 888 of the records of Garfield County, Colorado. ("Parking Agreement"). D. Stagecoach Associates, Ltd. is the fee simple owner of the Ranch Creek PUD and has disputed the validity of the Parking Agreement. E. Henke has sued Stagecoach, requesting an order of the Garfield County District Court finding that the Parking Agreement is in full force and effect. That matter is pending as Civil Action No. 97CV4-C, (the "Litigation"). 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 David Philip Brown Stryker/Brown Architects, P.C. July 3, 1997 Page 2 F. In the event that Brown shall close the purchase of Ranch Creek PUD, Henke and Brown wish to agree on a resolution on the Litigation, terminate the Parking Agreement, and provide Henke with adequate parking for the Relay Station Parcel. G. Brown desires, if he shall purchase the Ranch Creek PUD, certain assurances that the residents of the Ranch Creek Parcel shall quietly enjoy their property and the Parking Agreement shall no longer encumber the Ranch Creek PUD. Based upon the foregoing statement of facts, the parties hereto, Henke and Brown, agree as follows: 1. Upon approval of the Ranch Creek PUD by Garfield County, and conditioned thereon, and further conditioned on Brown purchasing the Ranch Creek PUD, Brown agrees to convey in fee simple to Henke what is shown as Lot 13 on Exhibit C attached hereto, which said Exhibit A consists of a parcel of land 11,884 square feet, more or less, in size. 2. Lot 13 shall be deed restricted for use by Henke solely for parking by the owner occupants, invitees and customers of the Relay Station Parcel; provided, however, that Henke may at his option and discretion grade, landscape, light and do other things which are consistent with the use of Lot 13 as a parking area. Lighting shall be screened so as not to be directly visible and intrusive on the occupants of Ranch Creek PUD. References on the Final Plat of Ranch Creek to "common area" shall be deleted, and appropriate labeling shall be made to state the purpose of Lot 13. 3. Henke agrees to convey and or dedicate as requested by Brown, 1,368 square feet of property, more or less, presently constituting a portion of the Relay Station Parcel lying along the westerly boundary thereof, the same to be used as a part of the access right of way to the Ranch Creek. PUD. Henke shall, however, have the right to use the access road of the Ranch Creek PUD for unobstructed access to the Relay Station PUD. 4. Henke agrees to deed restrict the Relay Station Parcel with the following covenants of a permanent nature which shall run with Parcel A and be a burden thereon: a. No music, live or recorded, shall be permitted to be played on the Relay Station Parcel outside of any building on the Relay Station Parcel, intended to be entertainment for the customers, invitees and guests of business operations on the Relay Station Parcel or to attract customers to the Relay Station Parcel. b. No open windows shall be permitted facing Ranch Creek Subdivision PUD at such time as music shall be played within any of the buildings on the Relay Station Parcel. E 4-+1 S rr-� " E �t David Philip Brown Stryker/Brown Architects, P.C. July 3, 1997 Page 3 c. The Relay Station Parcel shall be required to have solidly screened trash areas, so that no trash shall be visible from Ranch Creek Subdivision PUD, the same to be installed and maintained by the owner of the Relay Station Parcel. Screening shall be to a height of five (5) feet and may be covered. If the windows of the bar and restaurant on the Relay Station parcel are replaced, the same will be replaced with insulated glass or storm windows. 5. Contemporaneously with the conveyance of Lot 13 to Henke, the conveyance or dedication of the portion of the Relay Station Parcel to be used as part of the access road way to Ranch Creek PUD, Henke agrees to irrevocably, fully and completely release the Parking Easement so that the same shall thereafter have no affect on the Ranch Creek PUD, and shall dismiss with prejudice the Litigation. 6. The conveyances proposed to be made by the parties shall be by general warranty deed, free and clear of all liens and encumbrances, subject to those matters other than monetary liens which affect the title to those respective properties as shall be acceptable to legal counsel for the respective parties, in such form as shall be reasonably acceptable to counsel for Henke and Brown. 7. This Letter Agreement is founded on good and valuable consideration. The receipt and sufficiency of which is hereby acknowledged. The Letter Agreement shall be binding on the parties hereto, their respective heirs, successor and assigns. APPROVED AND ACCEPTED this David Brown CIDATA1CIientsWENKEILV.B&w n 6-17.97.wpd Very truly yours, Phillip P. day of July, 1997: