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HomeMy WebLinkAbout1.0 ApplicationKarp_Neu.HAaQnIoLYS nl Karl J. Hanlon kjh@mountainlawfirm.com October 20, 2016 Sander N. Karp* James S. Neu Karl J. Hanlon Michael J. Sawyer James F. Fosnaught Jeffrey J. Conklin Andrew A. Mueller * Fellow of the College of Labor and Employment Lawyers Hand Delivery Tamra Allen Community Development Department Garfield County 108 8th Street, Suite 401 Glenwood Springs, CO 81601 Matthew L. Trinidad Patrick L. Barker Jon T. Hoistad Delphine F. Janey Of Counsel Richard I. Zuber** Anna S. Itenberg Greg S. Russi Hollie L. Wieland ** Fellow of the American Academy of Matrimonial Lawyers Glenwood Springs Once 201 14th Street, Suite 200 P. O. Drawer 2030 Glenwood Springs, CO 81602 Aspen Office*** 323 W. Main Street, Suite 301 Aspen, CO 81611 Montrose Office *** 1544 Oxbow Drive, Suite 224 Montrose, CO 81402 Telephone: (970) 945-2261 Facsimile: (970) 945-7336 www.mountainlawfirm.com ***All correspondence should be sent to the Glenwood Springs office Re: Spring Valley Ranch PUD Amendment and Amended Development Agreement Dear Tamra: Enclosed please find an application for a PUD amendment for the Spring Valley Ranch PUD. In addition, this letter shall serve as the PUD Amendment Justification Report as required by the GCLUDC. As we discussed at the pre -application conference on May 6, 2016, the Applicant is requesting a specific language change from the approved Resolution 2010-38, Exhibit D - Phasing Schedule. This application packet includes: A. 4-203.B. General Application Materials: 1. Application form, Statement of Authority and Letter Authorizing Karp Neu Hanlon PC to file application; 2. Proof of ownership (deed); 3. List of all property and mineral owners within 200 feet of the PUD and names and mailing addresses of all owners within the PUD. Applicant has conducted a title search relating to the mineral estate underlying the surface lands of the PUD by reviewing deeds recorded in the office of the Garfield County Karp_Neu_Hanlon. AT1ORNE t'S AT I AYi Spring Valley Ranch PUD Amendment and Amended Development Agreement Page 2 Clerk and Recorder. Through such review it was determined that the mineral estate is owned by the United States of America — Bureau of Land Management and the Applicant. There are no federal mineral leases for the area based on a review of the BLM's GIS information dated September 19, 2016. 4. Payment of fee and agreement to pay form; 5. Project Description. The Applicant is requesting modification of the Phasing schedule associated with both the approved PUD for Spring Valley Ranch by adding 5 years to the estimated start of construction dates. A 5 -year extension would mean that the last of 21 phases (Mountain Phase 11) would start construction by 2031. The PUD was approved under Resolutions 84-127 and amended through Resolution 94-135, 200-95, 2005-83, 2008-55, 2010-38 and 2012-95. Resolution 2012-95 recorded with Reception No. 828066 was the last approved resolution that amended the Phasing schedule and Phasing Map (Exhibits C and D) of the Resolution. In addition, a Development Agreement was executed as part of the PUD and associated with the filing of the Phase I Final Plat. The Development Agreement was first recorded on September 7, 2010 under reception No. 793248 and a first amendment was approved on November 13, 2012 recorded with Reception No. 828067. The Development Agreement "granted the developer certain vested rights for a period of no more than fifteen (15) years after the date of approval of the Phase 1 Final Plat." The Development Agreement allows for vested rights under the approved "Project Plans" for a period of 15 years. The 15 -year period began on the approval date the Phase I Final Plat which was September 7, 2010. From a timeline perspective, this would provide the developer until 2025 to complete the start of construction for all phases. The applicant would like to ensure that the timelines associated with the PUD as well as the Development Agreement coincide. Due to the economic downturn beginning in 2009 the market has not been able to absorb the number of units approved pursuant to the original phasing schedule. Accordingly, the applicant is seeking to extend the phasing schedule an additional five (5) years per phase to account for the changed market conditions. Currently the applicant is not seeking any other changes to the current approvals. B. 4-203.C. Vicinity Map Karp_Neu_Hanlon. AT1ORNE t'S AT I AYi Spring Valley Ranch PUD Amendment and Amended Development Agreement Page 3 C. 6-302.B. Amendment Justification Report — Please see #5 above as the Amendment Justification Report. As noted, the only change is to the Phasing Schedule. D. 6-302.A.1.e. Draft revised PUD Plan E. 6-302.A.4. Draft revised PUD Guide. Attached is a revised phasing schedule which was attached as Exhibit D to Resolution 2010-38. Also attached is an updated Development Agreement that coincides with the proposed phasing plan. We have included the complete PUD Guide for reference as well. F. Draft revised Development Agreement Should you have questions please do not hesitate to call. Very truly yours, KARP NEU HANLON, P.C. Karl J. Hanlon KJH:ap Enclosures cc: Spring Valley Holdings, LLC Garfield County Community Development Department 108 8th Street, Suite 401 Glenwood Springs, CO 81601 (970) 945-8212 www.garfield-county.com PRE -APPLICATION CONFERENCE SUMMARY TAX PARCEL NUMBER: 2187-211-00-167, 2187-262-00-168, 2187-331-00-152 DATE: May 6, 2016 OWNER: Spring Valley Holdings, LLC REPRESENTATIVE: Karl Hanlon, Karp.Neu.Hanlon and Michael Gamba, Gamba & Associates, Inc. PRACTICAL LOCATION: On County Road 115, north of CMC Spring Valley campus TYPE OF APPLICATION: — Spring Valley Ranch PUD Amendment and Amended Development Agreement I. GENERAL PROJECT DESCRIPTION Spring Valley Ranch PUD is approximately 5,200 acres tract of land located in Sections 14, 15, 16 20, 21,22,23,26, 27, 28, 19, 33, and 34 of Township 6S, Range 88W. The Applicant, would like to modify the Phasing schedule associated with both the approved PUD for Spring Valley Ranch by adding 5 years to the estimated start of construction dates. A 5 -year extension would mean that the last of 21 phases (Mountain Phase 11) would start construction by 2031. The PUD was approved under Resolutions 84-127 and amended through Resolution 94-135, 200-95, 2005-83, 2008-55, 2010-38 and 2012-95. Resolution 2012-95 recorded with Reception No. 828066 was the last approved resolution that amended the Phasing schedule and Phasing Map (Exhibits C and D) of the Resolution. In addition, a Development Agreement was executed as part of the PUD and associated with the filing of the Phase I Final Plat. The Development Agreement was first recorded on September 7, 2010 under reception No. 793248 and a first amendment was approved on November 13, 2012 recorded with Reception No. 828067. The Development Agreement "granted the developer certain vested rights for a period of no more than fifteen (15) years after the date of approval of the Phase 1 Final Plat." The Development Agreement allows for vested rights under the approved "Project Plans" for a period of 15 years. The 15 -year period began on the approval date the Phase I Final Plat which was September 7, 2010. From a timeline perspective, this would provide the developer until 2025 to complete the start of construction for all phases. The applicant would like to ensure that the timelines associated with the PUD as well as the Development Agreement coincide. II. REGULATORY PROVISIONS APPLICANT IS REQUIRED TO ADDRESS The process to amend the Agreement is a PUD amendment subject to Section 6-203 of the County's Land Use and Development Code. The LUDC provides in Section 6-203.A.1. that in "All cases the following will be deemed a Substantial Modification: Modifications to an approved phasing plan." Applicable section of the Garfield County Land Use and Development Code, as amended, include: • 4-101 Common Review Procedures • 6-203 PUD Amendment • Table 6-301— Application Submittal Requirements The Board of County Commissioners is the body charged with modifying and approving a Development Agreement. Staff recommends the applicant requesting Development Agreement revised concurrently to Board's decision on the Phasing Plan amendment. the be the PUD ■NIK.VillnIAIIOLI1Rti 11 kl =U 7eerae net A? R. Faa..p as 7aoNF Alar i ae X50.0 ;aua-r, CO F_nffaI5 D PL1J Phasing Plan Approved by the PCD Resolution and Phasing Mau Phase Spring Valley Daach PLD Infirm red Development Phasing Scbed uk F.kmena Estimated Stan of Constriction Estimated Completion of Coast -ruction Phase 1 1 0 Cabin Lots 0 Fstate Lots 0 Ranch Lots 1 pasture Las l Sales Office 1 Gale House 2 Space Parcels Peau 2 22 Cabin Lata 26 Estee Lots 9 Ranch Lots 0 Psswrc Loh 4 Open Space Parcels 1 Light Industrial Parcel Fire Station in accordance with the requirements of the Authority Having Jurisdiction. Emergency Access Rand extended along the alignment of Hig)igrartge Pass to the Landis Creek entrance at CR115 (See Now below). CRl Id Improvements: From the end of the existing 'when carr CMC to the Mein Entrance. April 2001 (see ritg L beiaw) November 2008 April 2068 through April 2014 depending on economic and marketing conditions 20 Months after Start of Construction name 3 21Cabin Lots 39 Eagle Lots 17 Ranch Lots 0 Pastore Lan 1 Mountain Lot 3 (pen Space Parcels 10 Cabin Lots 0 Estate Lots 0 Ranch Lots 0 Past= Loss 4 V11 Cater Parcels April 2001 through April 2015 depending on economic and marketing conditions 20 Months after Start of Construction Apnl 2001 through 20 Months after April 2015 Stan of depending on Con smvclion economic and conditions III. REVIEW PROCESS The process for a Substantial Modification to an approved PUD requires the following: A. Pre -application Conference. B. Director determines based on Section 6-203.6.1. that the application is a Substantial Modification. The Director shall determine the contents of the application submittal. C. Application Submittal (three paper copies and one CD). D. Completeness review. E. Schedule Planning Commission Public Hearing (requires 30 day notice). F. Additional copies of submittal requested and sent to referral agencies. G. Notice conducted pursuant to Section 4-101.E.(2)-(4) and shall include notice to all property owners of record within the PUD. H. Evaluation by Director/Staff resulting in a Staff Report. I. Public hearing conducted with the Planning Commission for review and recommendation. J. Schedule Board of County Commissioners public hearing (requires 30 day notice) K. Public hearing conducted with Board of County Commissioners to make a final decision on the PUD amendment. L. Public meeting conducted with the Board of County Commissioners to review and make a decision on the request to approve a second amendment to the Development Agreement for Spring Valley Ranch Planned Unit Development. M. If approved, an amended PUD plan including the amended Phasing Plan shall be recorded within 30 days from the date of an approval. Additionally, if the amended Development Agreement is approved, the document shall be recorded within 30 days from the date of approval. The need for referral agency comments will be determined upon review of the application. IV. SUBMITTAL REQUIREMENTS A. 4-203.B. General Application Materials 1. application form and fee including Statements of Authority or other Authorization to file application 2. proof of ownership (deed) 3. List of all property owners within 200 feet of the PUD as well as mineral owners on the subject site, and names and mailing addresses of all owners within the PUD 4. Payment of fee and agreement to pay form 5. Project Description B. 4-203.C. Vicinity Map C. 6-302.B. Amendment Justification Report D. 6-302.A.1.e. Draft revised PUD Plan E. 6-302.A.4. Draft revised PUD Guide F. Draft revised Development Agreement V. APPLICATION REVIEW FEES This application will be subject to the following fees and deposit requirements: Planning Review Fees: $ 300.00 + additional Staff time at staff hourly rate of $40.50 Referral Agency Fees: $ TBD Total Deposit: $300.00 Disclaimer This summary is valid for a period of 6 months. The foregoing summary is advisory in nature only and is not binding on the County. The summary is based on current zoning, which is subject to change in the future, and upon factual representations that may or may not be accurate. This summary does not create a legal or vested right. Pre -application Summary Prepared by: 05/06/2016 Tamra Allen, Acting Community Development Director Date Garfield County Community Development Department 108 8th Street, Suite 401 Glenwood Springs, CO 81601 (970) 945-8212 www.garfield-countv.com LAND USE CHANGE PERMIT APPLICATION FORM TYPE OF APPLICATION — - - -- ■ Administrative Review • Development in 100 -Year Floodplain • Limited Impact Review • Development in 100 -Year Floodplain Variance • Major Impact Review • Code Text Amendment • Amendments to an Approved LUCP ❑ LIR ❑MIR ❑ SUP - Rezoning ❑ Zone District ❑ PUD • PUD Amendment • Minor Temporary Housing Facility • Administrative Interpretation • Vacation of a County Road/Public ROW • Appeal of Administrative Interpretation • Location and Extent Review ■ Areas and Activities of State Interest • Comprehensive Plan Amendment] • Accommodation Pursuant to Fair Housing Act • Pipeline Development • Variance • Time Extension (also check type of original application) _ PARTIES Owner/Applicant Name: Spring Valley Holdings, LLC Phone: { 248 )351-4876 Mailing Address: Seligman & Associates, Seligman Western Enterprises, One Towne Square, Ste 1913 City: Southfield State: MI Zip Code: 48076 E-mail: Representative (Authorization Required) Name: Karl J. Hanlon, Esq., Karp Neu Hanlon, PC Phone: ( 970 945-2261 Mailing Address: P.O. Drawer 2030 City: Glenwood SpringsState: CO Zip Code: 81602 E-mail: kjh@mountainlawfirm.com . PROJECT NAME AND LOCATION Project Name: Spring Valley Ranch PUD Amendment and Amended Development Agreement Assessor's Parcel Number: see _ list _ attached Physical/Street Address: County Road 115, North of CMC Spring Valley Campus Legal Description: tract of land located in ections 14, 15, 16 20, 21,22,23,26, 27, 28, S 19, 33, and 34 of Township 6S, Range 88W. Zone District: PUD approx. 5,200 acres Property Size (acres): PROJECT DESCRIPTION Existing Use: Approved as a multi -phase residential development. Proposed Use (From Use Table 3-403): No proposed change. Description of Project: Please see attached project description. REQUEST FOR WAIVERS Submission Requirements ❑ The Applicant requesting a Waiver of Submission Requirements per Section 4-202. List: Section: Section: Section: Section: Waiver of Standards 0 The Applicant is requesting a Waiver of Standards per Section 4-118. List: Section: Section: Section: Section: I have read the statements above and have provided the required attached information which is correct and accurate to the best of my knowledge. Signature of a perty Owner Date FPA OFFICIAL USE ONLY File Number: - Fee Paid: $ Attachment to LUCP Application Form for Spring Valley Ranch PUD Amendment and Amended Development Agreement Assessor's Parcel Numbers: 2187-211-00-167, 2187-262-00-168, 2187-331-00-152 Description of Project: The Applicant is requesting modification of the Phasing schedule associated with both the approved PUD for Spring Valley Ranch by adding 5 years to the estimated start of construction dates. A 5 -year extension would mean that the last of 21 phases (Mountain Phase 11) would start construction by 2031. The PUD was approved under Resolutions 84-127 and amended through Resolution 94-135, 200-95, 2005-83, 2008-55, 2010-38 and 2012-95. Resolution 2012-95 recorded with Reception No. 828066 was the last approved resolution that amended the Phasing schedule and Phasing Map (Exhibits C and D) of the Resolution. In addition, a Development Agreement was executed as part of the PUD and associated with the filing of the Phase I Final Plat. The Development Agreement was first recorded on September 7, 2010 under reception No. 793248 and a first amendment was approved on November 13, 2012 recorded with Reception No. 828067. The Development Agreement "granted the developer certain vested rights for a period of no more than fifteen (15) years after the date of approval of the Phase 1 Final Plat." The Development Agreement allows for vested rights under the approved "Project Plans" for a period of 15 years. The 15 -year period began on the approval date the Phase I Final Plat which was September 7, 2010. From a timeline perspective, this would provide the developer until 2025 to complete the start of construction for all phases. The applicant would like to ensure that the timelines associated with the PUD as well as the Development Agreement coincide. Due to the economic downturn beginning in 2009 the market has not been able to absorb the number of units approved pursuant to the original phasing schedule. Accordingly, the applicant is seeking to extend the phasing schedule an additional five (5) years per phase to account for the changed market conditions. Currently the applicant is not seeking any other changes to the current approvals. Included in the application packet is a revised phasing schedule which was attached as Exhibit D to the approved PUD Guide. Also included is an updated Development Agreement that coincides with the proposed phasing plan. We have enclosed the complete PUD Guide for reference as well. Spring Valley Holdings, LLC, hereby authorizes Karl J. Hanlon of Karp Neu Hanlon, PC, to apply for and act on their behalf with regard to the Spring Valley Ranch PUD Amendment and Amended Development Agreement, located in Garfield County, Colorado. B , `� Date: % '— ' Name: 1-1 • -2•711-v", 6b -?"(1) Title: 883931 10/18/2016 03:25:46 PM Page 1 of 1 Jean Alberico, Garfield County, Colorado Rec Fee: $11.00 Doc Fee: $0.00 eRecorded Garfield County STATEMENT OF AUTHORITY Pursuant to C.R.S. §38-30-172, the undersigned executes this Statement of Authority on behalf of Spring Valley Holdings, LLC a Delaware limited liability company (corporation, limited liability company, general partnership, registered limited liability partnership, registered limited liability limited partnership, limited partnership association, government agency, trust or other), an entity other than an individual, capable of holding title to real property (the "Entity"), and states as follows: The name of the Entity is Spring Valley Holdings, LLC and is formed under the laws of the State of Delaware The mailing address for the Entity is One Towne Square, Suite 1913, Southfield, MI 48076 The name and/or position of the person authorized to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the Entity is Stephanie M. Zimmerman The limitations upon the authority of the person named above or holding the position described above to bind the Entity are as follows (if no limitations, insert "None"): None Other matters concerning the manner in which the Entity deals with any interest in real property are (if no other matter, leave this section blank): EXECUTED this /1 day of delti �� , 20/G . Signature:4' -_-'�-.�A✓ Name (printed): Stephanie M. Zim r awn Title (if any): LLC Manager STATE OF MI ckcu„, ) /� )SS. COUNTY OF Ca LItikse-/ ) The foregoing instrument was acknowledged before me this [ day of -kb-'A , 20 I t ,a by''*-1-2fhDJUJL 2 , , on behalf of Spring Valley Holdings, LLC Delaware limited liability company Witness my hand and official seal. My commission expires: 3.. 4c2. —f / (Date) [SEAL] (Notary Public) DONNAA SHERMAN NOTARY PUBLIC - STATE OF MICHIGAN COUNTY OF OAKLAND My Commission Expires jAarch12, 2019 Acting in the County of c4 tLL 1111111111111111111 11 111111111111111111111111111111 IIII 686804 11/21/2005 09:55A 81747 P362 M ALSDORF 1 of 16 R 81.00 D 2500.00 GARFIELD COUNTY Co SPECIAL WARRANTY DEED Spring Valley Development, Inc., a Colorado corporation ("Grantor"), having an address at c/o Lehman Brothers Holdings Inc., 399 Park Avenue, 8th Floor, New York, NY 10022, Attention: Carmine A. Visone, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid in hand to Grantor by Spring Valley Holdings, LLC, a Delaware limited liability company ("Grantee"), having an address at 14001 Dallas Parkway, Suite 1105, Dallas, TX 75240, Attention: J. Kenneth Dunn, the receipt and sufficiency of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee that certain tract of land located in Garfield County, Colorado and more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon and owned by Grantor as of the date hereof and all rights, privileges and appurtenances pertaining thereto including all of Grantor's right, title and interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (herein collectively called the "Real Property"). This conveyance is made by Grantor and accepted by Grantee subject to all covenants, conditions, restrictions, and other matters of record in the office of the Garfield County, Colorado, and all unpaid taxes and assessments, known or unknown (collectively, the "Permitted Exceptions"). TO HAVE AND TO HOLD the Real Property together with all improvements located thereon all and singular the rights and appurtenances thereto in anywise belonging, subject to the Permitted Exceptions, unto Grantee, its legal representatives, successors and assigns. Subject to the Permitted Exceptions, Grantor shall and will WARRANT ANI) FOREVER DEFEND the above -bargained premises in the quiet and peaceable possession of Grantee, its successors and assigns, against all and every person or persons lawfully claiming the whole or any part thereof by, through or under Grantor. This conveyance is made together with, but without warranty, water, water rights, water courses, ditches and ditch rights, reservoirs, reservoir rights and storage rights, wells and well rights, well permits, springs and spring rights, groundwater rights (whether tributary, nontributary or not- nontributary), water contracts, water allotments, water taps, stock certificates, shares in ditch or reservoir or water companies, and all other rights of any kind or nature in or to the use of water, whether or not adjudicated, which are appurtenant to, historically used on or in connection with, or located on or under the Real Property (collectively, "Water Riffhts"), together with any and all associated structures and facilities for the diversion, carriage, transmission, conveyance, measurement, storage or use of said Water Rights, and any and all easements, rights of way, fixtures, personal property, contract rights, licenses, permits or decrees associated with or used in LEGAL US E # 70128665.3 e tegp Cm/An im l II Roy', to•(flutscti, 14m'- + I�etF 11 !III"- 35oo L,%,co/.t PA Z-4 Soo ,v. A.kwrd S Oa Uas, 7X 7SZo /— 5'9 111111 11111 1111111 11 11111111 11111 11111 111 11111 1111 1111 686804 11/21/2005 09:55A B1747 P363 M ALSDORF 2 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO connection with any such Water Rights or which may be necessary for the development, operation or maintenance of such Water Rights. [Signatures follow on next page] LEGAL US E # 70128665.3 1111111 11111 1111111 11 1111111111111 11111 111 1111111111111 686804 11/21/2005 09:558 B1747 P36.4 M ALSDORF 3 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO EXECUTED this /20 day of November, 2005, TO BE EFFECTIVE as of the /11:day of November, 2005. SPRING VALLEY DEVELOPMENT, INC., a Colo o corporation By: Name: David S.Iraderick Title: Au pad igna ory STATE OF New York COUNTY OF New York § 1 111111 11111 1111111 11 11111E1 11111 11111 111 1111111111111 686804 11/21/2005 09:55A 61747 P365 M ALSDORF 4 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO This instniment was acknowledged before me on November S.:2005 2005 by David S. Broderick authorized signatory of Spring Valley DeveloprnentI c., a Cp .rado corporation, on behalf of said. f My Commission Expires: ANGELI fA s Slate Yo(1 NOTARY 1M Quelled in New Yore QW72, R0� Gommieslon Wires+r SeOMMI AFTER RECORDING RETURN TO: Notary Public 1 111111 11111 1111111 11 11111111 11111 11111 10 11111 1111 1111 686804 11/21/2005 09:55A B1747 P366 M RLSDORF 5 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO EXHIBIT A LEGAL DESCRIPTION Spring Valley Development, Inc. parcel: A parcel of land located in Section 14, 15, 16, 20, 21, 22, 27, 28, 29, 32, 33, and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Northwest Corner of said Section 20 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap (P.E.L.S. 5933) thence S 88°16'08" E 2627.19 feet along the north line of said Section 20 to the North Quarter Corner of said Section 20 being a 1-1/2 inch Aluminum Cap (L.S. 16835) found in place and remonumented with a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°15'48" E 2625.91 feet along the north line of said Section 20 to the Northeast Corner of said Section 20 being a 2-1/2 inch GLO Brass Cap found in place said corner also being on the west line of said Section 16; thence N 00°00'14" W 2631.77 feet along the west line of said Section 16 to the East Quarter Corner of Section 17, T. 6 S., R. 88 W., 6th P.M. being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°08'04" W 340.70 feet continuing along the west line of said Section 16 to the West Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'47" E. 1047.99 feet continuing along the west line of said Section 16 to the southwest corner of a parcel of land described in Book 448, Page 284 in the office of the Garfield County Clerk and Recorder; thence the following three courses along the boundary of said parcel described in Book 448, Page 284: 1. thence N 89°16'47" E 334.10 feet; 2. thence N 03°35'47" E 252.06 feet; 3. thence N 88°27'52" W 349.87 feet to a point on the west line of said Section 16: thence N 00°01'47" E 977.15 feet along the west line of said Section 16 to the Northeast Corner of said Section 17 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'20" W 344.80 feet continuing along the west line of said Section 16 to the Northwest Corner of said Section 16 being a 2 1/2 inch GLO Brass Cap found in place; thence N 89°57'15" E 2703.26 feet along the north line of said Section 16 to the North Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'09" E 2637.87 feet continuing along the north line of said Section 16 to the Northeast Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°58'17" E 2638.56 feet along the north line of said Section 15 to the North Quarter Corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place; thence S 89°59'36" E 1318.31 feet continuing along the north line of said Section 15 to the west line of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place whence the northeast corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears 8 89°59'36" E 1318.31 feet; thence S 00°00'09" E 1312.36 feet along the west line of the NE1/4NE1/4 of said Section 15, to the southwest corner of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence N 89°55'46" East 1317.67 feet along the south line of the NE1/4NE1/4 of said Section 15 to the southeast corner of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S. 89°58'46" East 1320.64 feet along the north line of the SW1/4NW1/4 LEGAL_US_E # 7W 28665.3 111111111111111111111111111111111111111111111111111111 686804 11/21/2005 09:55A 81747 P367 M ALSDORF 6 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO of said Section 14 to the northeast corner of the SW1/4NW1/4 of said Section 14 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 00°01'34" W 1312.94 feet along the east line of the SW1/4Nw1/4 of said Section 14 to the southeast corner of the SW1/4NW1/4 of said Section 14; thence S 00°01'19" East 1667.58 feet along the east line of the W1/2SW1/4 of said Section 14; thence S 89°58'41" W a distance of 1319.21 feet to a point on the east line of Section 15; thence N 00°04'13" W a distance of 370.03 feet along the East line of Section 15; thence N 90°00'00" W a distance of 1360.33 feet; thence N 00°00'00" W a distance of 940.00 feet; thence N 90°00'00" W a distance of 1440.00 feet; thence S 00°00'00" W a distance of 150.00 feet; thence S 89°08'11" W a distance of 1158.63 feet to a point on the east line of the NW1/4SW1/4 of said Section 15; thence N 00°01'49" W a distance of 501.28 feet along said east line of the NW1/4SW1/4 of said Section 15 to the Northeast corner of said NW1/4Sw1/4 of Section 15 being a 2 inch aluminum cap (P.E.L.S. 5933); thence S 89°51'07" W a distance of 1323.59 feet along the north line of said NW1/4SW1/4 of Section 15 to the W1/4 corner of said Section 15 being a 2-1/2 inch GLO Brass Cap; thence S 00°05'16" W a distance of 1535.19 feet along the west line of said Section 15 to the Southwest Corner of said NW1/4SW1/4 of Section 15 being a 2 inch aluminum cap (P.E.L.S. 5933); thence S 89°51'32" E 856.76 feet along the south line said NW1/4SW1/4 of Section 15; thence S 00°00'00" W a distance of 700.00 feet; thence N 60°11'19" E a distance of 1740.00 feet; thence S 44°04'32" E a distance of 720.00 feet; thence S 59°25'06" E a distance of 380.00 feet; thence S 04°18'14" W a distance of 1705.77 feet; thence S 52°00'40" W a distance of 570.00 feet; thence S 32°36'07" E a distance of 720.00 feet; thence N 55°19'58" E a distance of 662.28 feet; thence S 34°57'59" E a distance of 1160.00 feet; thence S 61°02'11" W a distance of 1510.00 feet; thence S 49°17'33" W a distance of 440.21 feet; thence S 67°46'01" W a distance of 2056.57 feet; thence S 33°43'34" E a distance of 2585.68 feet; thence S 57°12'11" E a distance of 1507.60 feet; thence S 25°57'07" East a distance of 1863.71 feet; thence S 08°45'36" E a distance of 1546.11 feet; thence S 00°45'01" W a distance of 425.99 feet; thence N 89°14'59" W a distance of 2048.85 feet along the south line of said Section 27 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°17'11" W 1319.72 feet along the north line of said Section 34 to the NE corner W1/2NW1/4 of said Section 34 whence the Northwest Corner of said Section 34 bears N 89°17'11" W 1319.72 feet; thence S 00°05'58" E 2466.04 feet along the east line of the W1/2NW1/4 of said Section 34 to the southeast corner of the W1/2NW1/4 of said Section 34; thence S 89°51'39" W 1389.27 feet along the south line of the W1/2NW1/4 of said Section 34 to the West Quarter Corner of said Section 34 being .a stone monument found in place and remonumented with a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 88°27'45" w 2511.99 feet along the south line of the NE1/4 of said LEGAL US_E 8 70128665,3 11111111111111111111111111111 IIIII 11111 III 1111111111111 686804 11/21/2005 09:55A B1747 P368 M ALSDORF 7 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO Section 33 to the Center Quarter of said Section 33 being a 3 inch Aluminum Cap (County Surveyor) found in place; thence N 8B°27'28" W 1092.52 feet along the south line of Lot 6 of said Section 33 to the southwest corner of said Lot 6; thence N 00°19'52" E 821.58 feet along the west line of said Lot 6 to the southeast corner of Lot 5 of said Section 33; thence N 88°29'25" W 1065.30 feet along the south line of said Lot 5 to a point on the northerly right-of-way of Garfield County Road 119; thence the following seventeen (17) courses along the northerly right-of-way of said County Road 119; 1. thence along the arc of a non -tangent curve to the left having a radius of 190.00 feet, and a central angle of 40°11'43" for a distance along the curve of 133.29 feet; the chord of said curve bears N 69°42'36" W a distance of 130.58 feet; 2. thence N 89°48'27" W 335.07 feet to a point on the west line of said Section 33 whence the Northwest Corner of said Section 33 being a 3 -inch County Surveyor's Aluminum Cap found in place bears N 01°14'21" E 1729.72 feet; 3. thence N 89°48'27" W 746.63 feet 4. thence along the arc of a curve to the right having a radius of 9975.00 feet, and a central angle of 01°23'23" for a distance along the curve of 241.95 feet: the chord of said curve bears N 89°06'46" W a distance of 241.94 feet; 5. thence N 88°25'04" W 886.82 feet; 6. thence along the arc of a curve to the right having a radius of 30.00 feet, and a central angle of 101°43'17" for a distance along the curve of 53.26 feet; the chord of said curve bears N 37°33'26" W a distance of 46.54 feet; 7. thence N 13°18'13" E 1531.48 feet; 8. thence along the arc of a curve to the left having a radius of 715.00 feet, and a central angle of 15°55'12" for a distance along the curve of 198.67 feet; the chord of said curve bears N 05°20'37" E a distance of 198.03 feet to a point on the south line of said Section 29 whence the Southeast Corner of said Section 29 bears S 89°03'23" E 1570.16 feet; 9. thence along the arc of a curve to the left having a radius of 715.00 feet, and a central angle of 29°05'27" for a distance along the curve of 363.03 feet; the chord of said curve bears N 17°09'43" W a distance of 359.14 feet; 10. thence along the arc of a curve to the left having a radius of 1853.11 feet, and a central angle of 14°56'46" for a distance along the curve of 483.40 feet; the chord of said curve bears N 39°10'49" W a distance of 482.03 feet; 11. thence 12. thence N 46°39'12" w 512.11 feet; along the arc of a curve to the feet, and a central angle of 29°19'12" for 278.53 feet; the chord of said curve bears feet; 13. thence N 75°58'25" W 274.72 feet; 14. thence along the arc of a curve to feet, and a central angle of 10°01'45" 136.11 feet; the chord of said curve bears feet left having a radius of 544.29 a distance along the curve of N 61°18'49" W a distance of 275.50 the right having a radius of '777.56 for a distance along the curve of N 70°57'32" W a distance of 135.93 15. thence N 65°56'40" W 288.79 feet; 16. thence along the arc of a curve to the right having a radius of 934.49 feet, and a central angle of 12°43'09" for a distance along the curve of LEGAL US_E # 70128665.3 1111111111111111111111111111111111111111111111111111111 686804 11/21/2005 09:558 61747 P369 M RLSDORF 8 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO 207.45 feet; the chord of said curve bears N 59°35'05" W a distance of 207.03 feet; 17. thence N 53°13'30" W 363.38 feet to a point on the west line of Lot 26 of said Section 29; thence N 00°30'27" E 619.90 feet along the west line of said Lot 26 to the northwest corner of said Lot 26; thence N 90°00'00" W 65.41 feet to a fence post with a pk-nail in the top and accepted as the southwest corner of Lot 20 of said Section 29; thence N 00°34'26" E 2165.03 feet along the accepted west line of Lots 20, 16, and 8 of said Section 29 to a red plastic cap (P.L.S. 27929); thence N 00°32'35" E 431.30 feet to the southwest corner of a parcel of land described in Book 527, Page 95]in the office of the Garfield County Clerk and Recorder; thence along the southerly boundary of said parcel of land described in Book 527, Page 951 S 89°32'20" E 431.36 feet; thence the following two courses along the Southerly boundary of a parcel of land described in Book 872, Page 768 in the office of the Garfield County Clerk and Recorder: 1. thence S 50°51'48" E 497.50 feet; 2. thence S 57°58'21" E 57.39 feet to a point on the Southerly boundary of a parcel of land described in Book 915, Page 112 in the office of the Garfield County Clerk and Recorder; thence S 57°58'21" E 305.00 feet along the Southerly boundary of said parcel of land described in Book 915, Page 112; thence S 33°33'03" E 149.53 feet along the Southwesterly boundary of a parcel of land described in Book 621, Page 219 in the office of the Garfield County Clerk and Recorder; thence S 81°36'23" E 135.95 feet along the Southerly boundaries of parcels of land described in Book 621, Page 219 and nook 965, Page 509 in the office of the Garfield County Clerk and Recorder to a point on the boundary of said parcel of land described in Book 965, Page 509; thence the following three courses along the southeasterly boundary of said parcel described in Book 965, Page 509: 1. thence S 81°42'23" E 302.25 feet; 2. thence N 05°12'20" E 149.94 feet; 3. thence along the arc of a curve to the right having a radius of 55.23 feet, and a central angle of 40°33'24: for a distance along the curve of 39.09 feet; the chord of said curve bears N 25°28'41" E a distance of 38.28 feet to a point on the southerly boundary of a parcel of land described in Book 808, Page 803 in the office of the Garfield County Clerk and Recorder; thence the following three courses along the easterly boundary of said parcel described in Book 806, Page 803: 1. thence S 81°42'37" E 123.19 feet; 2. thence N 21°00'23" W 820.84 feet to a point on the south line of said Section 20 whence the South Quarter Corner of said Section 20 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap (P.E.L.S. 5933) bears N 88°32'13" W 248.98 feet; 3. thence N 21°00'23" W 137.24 feet to a point on the northerly right-of-way of Garfield County Road 115; thence the following two courses along the northerly right-of-way of said County Road 115: 1. thence along the arc of a non -tangent curve to the right having a radius of 5288.82 feet, and a central angle of 02°43'04" for a distance along the curve of 250.87 feet; the chord of said curve bears N 73659'48" W a distance of 250.84 feet; 2. thence N 72038'16" W 1244.87 feet to a point on the accepted east line of Lot 4 of said Section 20 whence the southeast corner of a parcel of land recorded under reception number 467225 in the office of the Garfield County Clerk and Recorder being a red plastic cap (P.L.S. 27613) found in place and accepted as a point on the east line of said Lot 4 bears S 01051'02" W 9.41 LEGAL_US_E # 70128665.3 1111111 11111 1111111 11 111111111E0 11111111 HA 11111111 686804 11/21/2005 09:55A B1747 P370 M ALSDORF 9 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO feet; thence N 01°51'02" E 490.79 feet along the accepted east line of said Lot 4 to the northeast corner of said Lot 4 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap (P_E,L,S, 5933); thence N 88°18'52" W 1429.59 feet along the north Line of said Lot 4 and Lot 3 of said Section 20 to the northwest corner of said Lot 3 whence the Southwest Corner of said Lot 20 being a 2-1/2 inch Aluminum Cap (P.L.S. 27929) found in place bears S 00°06'31" E 1006.11 feet; thence N 00006131" W 1630.93 feet along the west line of said Section 20 to the West Quarter Corner of said Section 20 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap (P-E.L.S. 5933); thence N 00°04'12" E 2632,88 feet along the west line of said Section 20 to the Northwest Corner of said Section 20 being the POINT OF BEGINNING. EXCEPTING THE FOLLOWING FIVE PARCELS: 1) MIDDLE EXCEPTION PARCEL LEGAL DESCRIPTION A parcel of land located in the West Half of Section 29 and Northwest Quarter of Section 28, Township 6 South, Range 88 West, of the Sixth Principal Meridian, said parcel being further described as follows: Beginning at a point on the easterly line of said Section 29 whence the Northeast Corner of Section 29 being a 2-1/2 inch GeO Brass Cap found in place bears N 01°09'28" E 1250.72 feet thence S 01009'26" W 346.32 feet along the east line of said Section 29 to a point on the northerly line of a parcel of land described in Book 495, Page 596 in the office of the Garfield County Clerk and Recorder, whence the west Quarter Corner of said Section 28 being a 3 inch Aluminum Cap (County Surveyor) bears S 01°09'28" E 987.24 feet; thence S 88°09'03" E 557.11 feet along the northerly line of said parcel of land described in Book 495, Page 596 to a point on the southerly right-of-way line of Garfield County Road 115; thence along the arc of a curve to the left having a radius of 826.12 feet, and a central angle of 17050'11" for a distance along the curve of 257.17 feet; the chord of said curve bears S64°07'08" E a distance of 256.14 feet along the southerly right-of-way of said County road 115; thence S 73°02'14" E 43,18 feet continuing along the southerly right-of-way line of said County Road 115 to a point in the easterly line of said parcel of land described in Book 495, Page 596; thence 5 00°01'52" W 114.31feet along the easterly boundary of said parcel of land described in Book 495, Page 596 to the southeast corner of said parcel of land described in Book 495, Page 596; thence the following four courses along the Southerly Boundary of said parcel of land described in Book 495, Page 596: 1. thence N 89°58'0B" W 327.05 feet; 2, thence S 54010'41" W 185.54 feet; 3. thence N 42°16'19" W 154.20 feet; 4. thence S 59°30'35" W 216.33 feet to a point on the boundary of a parcel of land described in Book 988, Page 802 in the office of the Garfield County Clerk and Recorder; thence the following six courses around the easterly, northerly, and southerly boundaries of said parcel of land described in Book 988, Page 802: 1. thence S 13°45'40" E 111.74 feet; 2. thence S 89°58'08" E 101.60 feet; 3. thence S 00°01'52" W 69.06 feet; 4. thence S 88°48'28" E 25.57 feet; 5. thence S 00°37'24" E 148.37 feet; 6. thence S 14°45'31" E 57.78; thence S 58°03'40" W 625.36 feet along the southerly boundaries of parcels of land described in Book 988, Page 802 and Book 736, Page 345 in the office of LEGA L US_E # 70128665 3 111111 11111 1111111 II 11111111 IIIII 11111 III 1111111111111 686804 11/21/2005 09:55A B1747 P371 M ALSDORF 10 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO the Garfield County Clerk and Recorder to a point on the southerly boundary of said parcel of land described in Book 736, Page 345; thence along the southerly and westerly boundaries of said parcel of land described in Book 736, Page 345 the five (5) courses: 1. thence N 75°53'28" W 35.87 feet; 2. thence N 66°59'35" W 380.19 feet; 3. thence N 50°53'55" W 27.02 feet; 4. thence N 25°54'08" W 19.09 feet; 5. thence N 05°08'09" W 580.16 feet; to a point on the westerly boundary of a parcel of land described in Book 886, Page 329 in the office of the Garfield County Clerk and Recorder; thence along the westerly and northerly boundaries of said parcel of land described in Book 886, Page 329 the following (3) courses: 1. thence N 05°36'42" W 538.91 feet; 2. thence N 04°18'35" W 374.95 feet; 3. thence N 82°52'22" E 323. 76 feet to a point on the southerly right-of-way line of said Garfield County Road 115; thence along the said right-of-way line the following three (3) courses: 1. thence along the arc of a non -tangent curve to the left having a radius of 993.47 feet, and a central angle of 03°01'0B" for a distance along the curve of 52.35 feet; the chord of which bears S 34°41'10" E a distance of 52.34 feet; 2. thence along the arc of a curve to the left having a radius of 480.00 feet, and a central angle of 36°06'40" for a distance along the curve of 302.52feet; the chord of said curve bears S 54°15'04 E a distance of 297.54 feet; 13. thence S 72°18'24" E 273.90 feet to the POINT OF BEGINNING. 2) EAST EXCEPTION PARCEL LEGAL DESCRIPTION A parcel of land located in Section 28, Township 6 South, Range 88 West, of the Sixth Principal Meridian being more particularly described as follows: Beginning at the South Quarter Corner of Section 28 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 88°33'15" W 1084.24 feet along the south line of Section 28 to a point on the westerly boundary of a parcel of land described in Book 938, Page 691 in the office of the Garfield County Clerk and Recorder; whence the Southwest Corner of Section 28 being a 3 -inch County Surveyor Aluminum Cap found in place bears S 88°33'15" E 1495.74 feet; thence N 01°00'28" E 2568.63 feet along the westerly boundary of said parcel of land described in Book 936, Page 691 to a point on the westerly boundary of a parcel of land described in Book 638, Page 941 in the office of the Garfield County Clerk and Recorder; thence N 01°01'12" E 691.65 feet along the westerly boundary of said parcel of land described in Book 638, 941 to a point on the southerly right-of-way line of said Garfield County Road 115; thence along the southerly right-of-way line of said County Road 115 the following seven (7) courses: 1. along the arc of a non -tangent curve to the right having a radius of 594.56 feet, and a central angle of 41°58'28" for a distance along the curve of 435.57 feet; the chord of said curve bears S 43°10'12" E a distance of 425.90 feet; 2. thence S 22°10'58" E 307.62 feet; 3. thence along the arc of a curve to the left having a radius of 1421.75 feet, and a central angle of 15°49'57" for a distance along the curve of 392.87 feet; the chord of said curve bears S 30°05'57" E a distance of 391.63 feet; 4. thence along the arc of a curve to the right having a radius of 370.00 LEGAL_US E # 70128665.3 1111111 11111 1111111 11 MI11I1111111111111111111111111111 686804 11/21/2005 09:55A B1747 P372 M ALSDORF 11 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO feet, and a central angle of 32°43'14" for a distance along the curve of 211.30 feet; the chord of said curve bears S 21°39'19" E a distance of 208.44 feet; 5. thence along the arc of a curve to the left having a radius of 2437.42 feet, and a central angle of 28°42'24" for a distance along the curve of 1221.22 feet; the chord of said curve bears S 19°38'54" E a distance of 1208.48 feet; 6. thence S 34°00'06" E 1152.91 feet; 7. thence along the arc of a curve to the left having a radius of 430.00 feet, and a central angle of 23°03'17" for a distance along the curve of 173.02 feet; the chord of said curve bears S 45°31'45" E a distance of 171.86 feet to a point on the south line of Section 28; whence the Southeast Corner of Section 28 being a 2-1/2 inch GLO Brass Cap found in place bears S 86°11'17" E 1745.44 feet; thence N 86°11'17" W 829.99 feet along the south line of Section 28 to the POINT OF BEGINNING. 3) GARFIELD COUNTY ROAD 115 EXCEPTION PARCEL LEGAL DESCRIPTION A parcel of land located in Sections 20, 29, 28, 33, and 34, Township 6 South, Range 88 West, of the Sixth Principal Meridian, said parcel being a 60 foot wide right-of-way extending thirty feet on each side of the following described centerline for Garfield County Road 115, said centerline being further described as follows: Beginning at a point from whence the Southwest corner of said Section 20 bears S 89°59'26" W a distance of 2853.70 feet, said section corner being a 2-1/2 inch Aluminium Cap found in place; thence along the arc of a curve to the left having a radius of 5318.82 feet, and a central angle of 04016'52: for a distance along the curve of 397.42 feet; the chord of said curve bears S 77°43'40" E a distance of 397.32 feet; thence S 79°52'05" E 121.04 feet to a point along the section line common to said Sections 20 and 29 from whence the Quarter corner common to said Sections 20 and 29 being a Stone Monument found in place and remonumented with a 2 -inch Aluminum Cap bears N 88°32'13" W 720.55 feet; thence S 79°52'05" E 331.86 feet; thence along the arc of a curve to the right having a radius of 900.00 feet, and a central angle of 20°29'08" for a distance along the curve of 321.79 feet; the chord of said curve bears S 69°37'31: E a distance of 320.08 feet; thence S 59°22'57" E 217.30 feet; thence along the arc of a curve to the right having a radius of 1081.34 feet, and a central angle of 35°38'00" for a distance along the curve of 672.50 feet; the chord of said curve bears S 41°33'57" E a distance of 661.72 feet; thence S 23°44'57" E 73.66 feet; thence along the arc of a curve to the left having a radius of 963.47 feet, and a central angle of 12°26'47" for a distance along the curve of 209.29 feet; the chord of said curve bears S 29°58'21" E a distance of 208.88 feet; LEGAL_US_E # 70128665.3 1111111 IN 1111111 11 1111111IIII 11111111111111 111 1111 686804 11/21/2005 09:55A 81747 P373 M ALSDORF 12 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO thence along the arc of a curve to the left having radius of 450.00 feet, and a central angle of 36°06'40" for a distance along the curve of 283.62 feet; the chord of said curve bears S 54°15'04" E a distance of 278.95 feet; thence S 72°18'24: E 264.99 feet to a point along the section line common to said Sections 28 and 29 from whence the Northeast corner of said Section 29 being a 2-1/2 inch GLO Brass Cap found in place bears N 01°09'28" E 1219.42 feet; thence S 72°18'24" E 167.61 feet; thence along the arc of a curve to the right having a radius of 377.41 feet, and a central angle of 25°33'14" for a distance along the curve of 168.32 feet; the chord of said curve bears S 59°31'47" E a distance of 166.93 feet; thence S 46°45'10" E 235.64 feet; thence along the arc of a curve to the left having a radius of 796.12 feet, and a central angle of 26°17'03" for a distance along the curve of :365.22 feet; the chord of said curve bears S 59°53'42" E a distance of 362.02 feet; thence S 73°02'14" E 636.67 feet; thence along the arc of a curve to the right having a radius of 624.56 feet, and a central angle 50°51'15" for a distance along the curve of 554.35 feet; the chord of said curve bears S 47°36'36" E a distance of 536.33 feet; thence S 22°10'58" E 307.62 feet; thence along the arc of a curve to the left having a radius of 1391.75 feet, and a central angle of 15°49'57" for distance along the curve of 384.58 feet, the chord of said curve bears S 30'05'57" E a distance of 383.36 feet; thence along the arc of a curve to the right having a radius of 400.00 feet, and a central angle of 32°43'14" for a distance along the curve of 228.43 feet; the chord of said curve bears S 21°39'19" E a distance of 225.34 feet; thence along the arc of a curve to the left having a radius of 2407.42 feet, and a central angle of 28°42'24" for a distance along the curve of 1206.18 feet; the chord of said curve bears S 19°38'54" E a distance of 1193.61 feet; thence S 34°00'06" E 1152.91 feet; thence along the arc of a curve to the left having a radius of 400.00 feet, and a central angle of 25°53'11" for a distance along the curve of 180.72 feet; the chord of said curve bears S 46°56'42" E a distance of 179.19 feet; thence S 59°53'17" E 38.40 feet to a point along the section line common to said Sections 28 and 33 from whence the Quarter corner common to said Sections 28 and 33 being A Stone Monument found in place and remonumented with a 2 -inch Aluminum Cap bears N 86°11'17" W 896.52 feet; thence S 59°53'17" E 421.00 feet; thence along the arc of a curve to the right having a radius of 779.79 feet, and a central angle of 35°42'49" for a distance along the curve of 486.06 feet; the chord of said curve bears S 42°01'52" E a distance of 478.23 feet; LEGAL_US_E # 70126665.3 1111111 1111111 11 11111111 11111 11111 1111111111111111 686804 11/21/2005 09:55A B1747 P374 M ALSDORF 13 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO thence S 24°10'27" E 644.62 feet; thence along the arc of a curve to the right having a radius of 882.82 feet, and a central angle of 26°58'38" for a distance along the curve of 415.67 feet; the chord of said curve bears S 10°41'09" E a distance of 411.84 feet; thence S 02°48'10" W 238.01 feet; thence along the arc of a curve to the left having a radius of 729.53 feet, and a central angle of 37°41'54" for a distance along the curve of 480.00 feet; the chord of said curve bears S 16°02'47" E a distance of 471.39 feet; thence along the arc of a curve to the left having a radius of 200.00 feet, and a central angle of 53°37'43" for a distance along the curve of 187.20 feet; the chord of said curve bears S 61°42'35" E a distance of 180.44 feet; thence along the arc of a curve to the left having a radius of 2171.07 feet, and a central angle of 08°19'31" for a distance along the curve of :315.47 feet; the chord of said curve bears N 87°18'48" E a distance of 315.19 feet to a point along the section line common to said Sections 33 and 34 from whence the Northeast corner of said Section 33 being a 2-1/2 inch GLO Brass Cap found in place bears N 01°30'32" E 2209.86 feet; thence along the arc of a curve to the left having a radius of 2171.07 feet, and a central angle of 15°20'11" for a distance along the curve of 581.13 feet; the chord of said curve bears N 75°28'57" E a distance of 579.40 feet; thence along the arc of a curve to the right having a radius of 280.00 feet, and a central angle of 55°26'50" for a distance along the curve of 270.97 feet; the chord of said curve bears S 84°27'44" E a distance of 260.52 feet; thence S 56°44'19" E 393.81 feet; thence along the arc of a curve to the left having a radius of 669.07 feet, and a central angle of 21°39'21" for a distance along the curve of 252.89 feet; the chord of said curve bears S 67°34'00" E a distance of 251.38 feet from whence the said Northeast corner of Section 33 bears N 28°52'13" W 2741.66 feet; Such parcel being a 60 foot right-of-way (30 feet on each side of the above described centerline). The right-of-way lines of said right-of-way shall be prolonged or shortened to begin and end on and conform to the property boundary lines. 4) GARFIELD COUNTY ROAD 114 EXCEPTION PARCEL LEGAL DESCRIPTION A parcel of land located in the Northeast Quarter of Section 33, Township 6 South, Range 88 West, of the Sixth Principal Meridian, said parcel being the right-of-way for Garfield County Road 114 and the intersection of Garfield County Road 114 with Garfield County Road 115, said parcel being further described as follows: Beginning at a point on the southern line of the Northeast Quarter of said Section 33 whence the East Quarter Corner of said Section 33 being a Stone LEGA L_US_E t/ 70128665.3 111111 11111 1111111 111 11111111111 HEM 111111 III 1111 686804 11/21/2005 09:55A B1747 P375 M ALSDORF 14 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO Monument found in place and remonumented with a 2 -inch Aluminum Cap bears S 88°27'45" E 551.40 feet said point also being a point on the easterly right-of-way of Garfield County Road 114; thence N 88°27'45" W 77,11 feet along said southern line of the Northeast Quarter to a point on the westerly boundary of said County Road 114, whence the Center Quarter for said Section 33 being a 2-1/2 inch Aluminum Cap found in place bears N 88°27'45" W 1883.48; thence the following two courses along the westerly right-of-way of said County Road 114: 1. N 40°27'03" E 99.05 feet; 2. thence along the arc of a curve to the left having a radius of 270.00 feet, and a central angle of 69°20'35" for a distance along the curve of 326.77 feet; the chord of said curve bears N 05°46'46" E a distance of 307.19 feet to a point on the southerly right-of-way of Garfield County Road 115; thence the, following three courses along the southern right-of-way of County Road 115: 1. along the arc of a non -tangent curve to the left having a radius of 759.53 feet, and a central angle of 06°00'12" for a distance along the curve of 79.58 feet; the chord of said curve bears S 31°53'38" E a distance of 79.55 feet; 2. thence along the arc of a curve to the left having a radius of 230.00 feet, and a central angle of 53°37'43" for a distance along the curve of 215.28 feet; the chord of said curve bears S 61°42'35" E a distance of 207.51 feet; 3. thence along the arc of a curve to the left having a radius of 2201.07 feet, and a central angle of 03°41'58" for a distance along the curve of 142.12 feet; the chord of said curve bears N 89°37'34" E a distance of 142.09 feet to a point on the easterly right-of-way of Garfield County Road 114; thence the following two courses along the easterly right-of-way of County Road 114: 1. along the arc of a non -tangent curve to the left having a radius of 470.00 feet, and a central angle of 47°19'32" for a distance along the curve of 388.21 feet; the chord of said curve bears S 64°06'49" W a distance of 377.27 feet; 2. thence S 40°27'03" W 70.18 feet to the point of beginning. The right-of-way lines of said right-of-way shall be prolonged or shortened to begin and end on and conform to the property boundary lines. 5) A one-tenth (1/10) undivided interest in the "Metro District Director's Parcel", a parcel of Land within Section 33, Township 6 South, Range 88 West of the 6th Principal Meridian and being further described as: Commencing at the true point of beginning, whence the Center of Section 33, being a 2 -1/2 -inch aluminum cap, bears N 88°27'45" W a distance of 123.09 feet; thence N 00°00'00" E a distance of 1398.31 feet; thence S 90°00'00" E a distance of 942.50 feet; thence S 00°04'09" E a distance of 680.56 feet; thence S 34°36'11" E a distance of 919.80 feet to a point on the south line of the southeast quarter of the northeast quarter of said Section 33; thence N 88°27'45" W a distance of 333.30 feet along the said south line to the center east sixteenth corner of said Section 33 being a 2 -1/2 -inch LEGAL US E # 70128665.3 1111111111111111111111111111111111111111111111111111111 686804 11/21/2005 09:558 81747 P376 M ALSDORF 15 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO aluminum cap; thence N 88°27'45" W a distance of 1132.90 feet along the south line of the southwest quarter of the northeast quarter of said Section 33 to the point of beginning COUNTY OF GARFIELD STATE OF COLORADO Spring Valley Holding USA, Ltd. parcel: A PARCEL OF LAND LOCATED IN SECTIONS 14, 15, 22, 23, 26 AND 27, TOWNSHIP 6 SOUTH, RANGE 88 WEST, SIXTH PRINCIPAL MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 26 BEING A 2-1/2 INCH UNITED STATES GENERAL LAND OFFICE (GLO) BRASS CAP FOUND IN PLACE WHENCE THE NORTHWEST CORNER OF SECTION 20, TOWNSHIP 6 SOUTH, RANGE 88 WEST, SIXTH PRINCIPAL MERIDIAN BEARS N 55°02'21" W A DISTANCE OF 19,017.18 FEET; THENCE N 89°14'59" W 598.59 FEET ALONG THE SOUTH LINE OF SAID SECTION 27; THENCE N 00°45'01" E A DISTANCE OF 425.99 FEET; THENCE N 08°45'36" W A DISTANCE OF 1546.11 FEET; THENCE N 25°57'07" W A DISTANCE OF 1863.71 FEET; THENCE N 57°12'11" W A DISTANCE OF 1507.60 FEET; THENCE N 33°43'34" W A DISTANCE OF 2585.68 FEET; THENCE N 67°46'01" E A DISTANCE OF 2056.57 FEET; THENCE N 49°17'33" E A DISTANCE OF 440.21 FEET; THENCE N 61°02'11" E A DISTANCE OF 1510.00 FEET; THENCE N 34°57'59" W A DISTANCE OF 1160.00 FEET; THENCE S 55°19'58" W A DISTANCE OF 662.28 FEET; THENCE N 32°36'07" W A DISTANCE OF 720.00 FEET; THENCE N 52°00'40" E A DISTANCE OF 570.00 FEET; THENCE N 04°18'14" E A DISTANCE OF 1705.77 FEET; THENCE N 59°25'06" W A DISTANCE OF 380.00 FEET; THENCE N 44°04'32" W A DISTANCE OF 720.00 FEET; THENCE S 60°11'19" W A DISTANCE OF 1740.00 FEET; THENCE N 00°00'00" E A DISTANCE OF 700.00 FEET TO A POINT ON THE SOUTH LINE OF THE NW1/4SW1/4 OF SAID SECTION 15; THENCE N 89°58'25" E A DISTANCE OF 470.00 FEET; ALONG THE SOUTH LINE OF THE NW1/4SW1/4 OF SAID SECTION 15 TO THE SOUTHEAST CORNER OF THE NW1/4SW1/4; THENCE N 00°01'49" W A DISTANCE OF 1039.21 FEET; ALONG THE EAST LINE OF THE NW1/4SW1/4 OF SAID SECTION 15; THENCE N 89°58'11" E A DISTANCE OF 1158.63 FEET; THENCE N 00°00'00" E A DISTANCE OF 150.00 FEET; THENCE S 90°00'00" E A DISTANCE OF 1440.00 FEET; THENCE S 00°00'00" W A DISTANCE OF 940.00 FEET; THENCE S 90°00'00" E A DISTANCE OF 1360.33 FEET TO A POINT ON THE EAST LINE OF SAID SECTION 15; THENCE S 00°04'13" E A DISTANCE OF 370.03 FEET ALONG THE EAST LINE OF SAID SECTION 15; THENCE N 89°58'41" E A DISTANCE OF 1319.22 FEET TO A POINT ON THE EAST LINE OF THE W1/2SW1/4 OF SAID SECTION 14; THENCE S 00°01'19" E 980.00 FEET ALONG THE EAST LINE OF THE W1/2SW1/4 OF SAID LEGAL US_E # 70128665.3 11E11 H111 11111111 11 1111111111111 11111111 111111 1111111 686804 11/21/2005 09:55A B1747 P377 M ALSDORF 16 of 16 R 81.00 D 2500.00 GARFIELD COUNTY CO SECTION 14 TO THE SOUTHEAST CORNER OF THE W1/2SW1/4 OF SAID SECTION 14; THENCE S 89°59'40" E 1318.39 FEET ALONG THE NORTH LINE OF SAID SECTION 23 TO THE NORTH QUARTER CORNER OF SAID SECTION 23 BEING A 2-1/2 INCH GLO BRASS CAP FOUND IN PLACE; THENCE S 00°05'23" E 5277.46 FEET ALONG THE EAST LINE OF W1/2 OF SAID SECTION 23 TO THE SOUTH QUARTER CORNER OF SAID SECTION 23 BEING A 2-1/2 INCH GLO BRASS CAP FOUND IN PLACE; THENCE S 00°00'49" W 5529.94 FEET ALONG THE EAST LINE OF THE W1/2 OF SAID SECTION 26 TO THE SOUTH QUARTER CORNER OF SAID SECTION 26 BEING A 2-1/2 INCH GLO BRASS CAP FOUND IN PLACE; THENCE S 84°59'30" W 31.37 FEET ALONG THE SOUTH LINE OF SAID SECTION 26 TO THE NORTH QUARTER CORNER OF SECTION 35, T. 6 S., R. 88 W., 6TH P.M., BEING A 2-1/2 INCH GLO BRASS CAP FOUND IN PLACE; THENCE S 84°41'15" W 1292.34 FEET ALONG THE SOUTH LINE OF SAID SECTION 26 TO THE SOUTHEAST CORNER OF GLO LOT 14 OF SAID SECTION 26; THENCE N 00°21'37" E 372.49 FEET ALONG THE EAST LINE OF SAID LOT 14, TO THE NORTHEAST CORNER OF SAID LOT 14; THENCE N 89°53'31" W 1611.72 FEET ALONG THE NORTH LINE OF SAID LOT 14 TO THE NORTHWEST CORNER OF SAID LOT 14; THENCE S 00°00'14" W 525.17 FEET ALONG THE WEST LINE OF SAID LOT 14 TO THE SOUTHWEST CORNER OF SAID SECTION 26, BEING THE POINT OF BEGINNING COUNTY OF GARFIELD STATE OF COLORADO LEGAL_US_E k 70128665.3 M UST EiE TYPED FILING F -t $25.00 MUST SUBMIT TWO COPIES Please include a typed self addressed envelope Secretary of State Carpor-attons Section ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION For crffice lase only 11- CZDftit�►MMER cop - t lYT910?1520 C $ 40.00 SECRETARY OF STATE 05-13-1999 14:11.24 EXIIIBIT 2 002 Pursuant to the provisions of the Colorado Business Corporation Act, me undersigned corporation adopts the following Articles of Amendment to its Articles of tneorporatron: FIRST: Tho nano of the corporation is Aspen Springs Ranch, Inc. SECOND: The following amendment to the Articles of Incorporation was adopted art t'a Y 1 1 xx 1 11 19 9 9 , as prescrited lay Ina Colorado Business Corporation Act, in tree rnannerntarned w ren an X Delow : No shares nave been issued or Directors Elected- Action by incorporators No snares have boon issued but Directors Elected - Action by Directors Such amendment was adopted by the board of directors w here snores nave bion ,ssuod and snaroholder action was nut required. Such arnendment was adopted by a vote of the srtaronofders, The number of shares voters for the arnendrnertt was sufficient for approval. THIRD: if changing corporate name, the new name of the corporation Is Spring Valley Development , Inc. f�UFtIH: Tne manner, if not sot forth in such amendment, in —nrcn any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: N/A it Inane anendrnents are to have a delayed effective date, please list that date: (Not exceed ninety (90) days from trio data al tiling) Signature J el K Goldman Title Vice President and Secretary Revtse1 7/95 From-BROWNS(tir+ iu i rnncL, DEPARTMENT OF STATE CER'i 1.r'ICA 1 E I, VICTORIA BUCKLEY, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE SPRING VALLEY DEVELOPMENT, INC. (COLORADO CORPORATION) FILE # 19981152087 WAS FILED IN THIS OFFICE ON August 20, 1998 AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE. Dated: May 13, 1999 SECRETARY OF STATE :IBIT 3 BOOK 530 10-'ao ,.111N 2 8 1979 1/° Recorded at + n'oloek J' W JUN 2 8 1919 iteoepEion No 295250' 1drod Aleduri, ReoorAis r-17 k' inT ITI ' WARRANTY DEED TH1S . DEEb Made this- ,Z8'y day of dune, 1979 between l3PRINt - -VALLEY RANCH,'LTd., & Colorado Limited Partnership,'of the County of Garfield and Stats of.Cdiorado, of the first petit, and SPRING VALLEY ,BOLDING. LTD:.:- a Corporation duly organised and, :eycisting under and,by virtue of,the laws of Hritiah Virgin: lslan.]s ' ''bf the eecbnd part, whbae Etch/resit iq bio Daniel P. Edwards,, Cole, . Seco*, Tolley, Edwards and Keene, P.C., Attorneys at Law,..3 South Tejon Street,eolorado Springs; Colorado 809031 ' WITNESSETH,•. That the said party 'of the . firit phtt;' for and ih "• '.: consideiatidn of the auh,•bf Ten Dollare and Other Cod and Valuable':' Consideration'to'the eaid party 6f the first part in,h&nd paidOy the �'4,`' said, party of, the;'9econd. party the ncceipt Whereof Is hereby, denfesadds. - and acknoVledged, 'had granted,' bargained,; sold and. iienveyed, and theee .presents does, grant, bargain; de1i, convey and confirm unto the.% eaid party of -the second part, its successors end dseign. r, ofevbr i &1t :t the followig described' real ptoperty situate i ,110ing tltid ,being: ,iii" 81414 • County of Garfield and' State of -Colorado, t : td=Wit. ,, { V1(a { "�:�� R' Township 6 South; :Range 88 West, 6th 1'.M ''( ''x.'I,'rtA` t';''40:. _�; • ;V , i dry Sectiod' 15: -HMIs tirriw ¢rK^'p���� rf j f.r,r Section 16: All r �•, s ( ,�_.• b Section 20: Lot 1, Lot 2, Nis, 'N1 SWki and Slit ` !r 1' Section 21i All ;. {� '1', �.r.+") , ; �l' Section 22: _. Lot 1, W1 NWit, and NWkSW `'� r(h ,,' f t ,, Section 28: Lots 1, 2, 4, 5, '10 and 15,' ' nd E1g ,- �.-: ( �`� . ;: Section 29: Lots 1, 2, 3, 8, 9, ,10, 13, 14,'15i lay 20,:, :1i�, .i.,:,22 23,,26, :..30, 31, 33,,34, and 31 a ` °i Section 32: Lots 2 and 9, and H1i NE •:•tr T -..,-4 4,4,e.!4,, , : Gam. Together with all of said party of the first part a interest iOand tb' J l',W all water and water tights, ditched and ditch rightri, fesetvoire and''a ;lc, �'. re's( reservoir rights, springs and seepa appurtenant to or used tipdh, or, i:! '(.;(:,z., . . connection with all of the above deboribed lands, inc.tuditig,but,hot b�►•�'i''.:•'ll way of limitation, the following:• .:'-' '-,.1;;+. i:{,�' ).,oti.... •f.'' '(,, • Landis Creek Date of Appropriation , Amounts! .bf tfatiif .f'er ,dectmd :r''r Landis Ditch No. 1 6-1-E2 (: '-• ,4.d Cubit.1'88ty, ). '' Landis Ditch No. 2 6-1-82 0.0 Cubio,Feet' O.K. Ditch 5-15-84 ' eat;'.(4.6 Cubic Feet Frank Chapman bitch 6-1-82 ' ( .1.0,Cubid Feet ` -6., Hopkins Ditch:.. .12-31-46' s , 5.0 ;c8tibic ,feed 13.00 C: f .iaY - +'.., ,y(,, a bsblute;.2.00;ortid. con ditiona1) :., . ,..' . Hopkins Reservoir! .: • .Dr.teof Appropriation `"'.Amouht -of. tfstei , '.''5.18-09 - 5,208,305 Cubic Feet°' ; ,.•r A one-half 'interest EXHIBIT 3 5 liopkina Spring NO. l: Hopkins Spring Noi.2 B -R Hopking Springsl Mmx 530 OIME573 Amount of.Watet Per Second' 6-30-1900 0.0614 Cubic Feet 643-1900 0.0924 Cubit Ireet •.• • • (A onetenth (1/10th) 1930. ,0'1;11:61ble:*e Interest) Spring Valley Well No. 1. 6 - .. (Conditional Decree) 12-7 1 0 67 Chb5d4eilIC' • Spring Valley Ranch Well No , (partly Conditional Decree) 12-31A41- 6.033 ieet • Spring Valley'RenCh Well No. 3 • : • - •• • A.7 • .1 •• , .04 (Conditional) 11-17-77 - 0.088 611/31d trAnt • „ . And including also,:a1/ water'righte for Which 'applieaEiOn has been....,1 made by said party of the first part, and which are appUrtenanti,to the; lands conveyed, provided said party Of the first part shall have ht obligation to prosecute such applicationS and makes no repretentatioffis or warranties concerning the ultimate granting of decrees in connootio,;„,..6. therewith. - ••.• • , , 1 4, . . EXCEPTING prior conveyences'OE portions df thd:hbove'dedetibad'ieal-..7!, property as described in deeds recdrded as bocument No$1:130650, 250139, 239150,-.239151, 239218, 239219, 2308801' 2696211459525)23052,- 286912, 293788, 293966 and 294782 'q'Ot't-h41:,teetlirewahtthe'iciftiel6 6f"0/.1(171;14; the Clerk and Recorder of Garfield CountYi•Colorddo.- ' ir EXCEPTING Also, a 30 -foot right-of-way recorded as -Document No: 274946 of the iecoidt:Of County, Colorado. Garfieldt • TOGETHER with all and singular the hereditaisents ihdlippUrniduid5q1fr4 thereunto belonging,. or in anywise appertaining, and the ra4etsiiintnet. reversions, remainder and remainders, rehte, • and all the 'eatate, right, title; intdratt, b1ith and,a4Sland • • ' ;„v1.:t; Of the said party of the first part, either in lenti5e*IiiitY4.. at, 1.h and to the above bargained premises, with-thei:figkiditaMeAt nd tenances. • ' • ; • • • •• • • t • r .; ' ' • • ' ' Wt, . TO HAVE AND TO HOLD the 'said preMigal'hbove'htiiltifiad7and,:datiatInid-r4k0- ,. ,,• ;. • • • , • with the appurtenances unto. the said party'df&theAlloOnd Isakt;)itS..1,4 • successors and -assigns, forever& . And the aids Ltd., party of the firstpati for itself, 1t cceaaots and Artighti docs e covenant, grant; bargain and agree to and.Withthe;edid-pattY,'Of z, - the second part, its successors and assigns, that at the iinn f ' 2 eneealing and delivery of thee presents it ie well seiied'Of thi premises conveyed, as of good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, fuli. . Som( 5;30 Ptrt574 power and lawful authority to grant, bargain, sell and convey the same in manner and form aforesaid, and that the same are free and clear from all former and other grana, bargains, sates, liens, taxer, assessments and encumbrance* of whatever kind or nature boerer, except '. taxes for 1979, due in 19801 except reservations and exceptions Con- tained in United States Patent for said propertyt except existing easements and rights-of-way of record and visible and apparent ease- .:ments for electric power end telephone lineal and except toning, building Code,. subdivision and similar governmental regulation* regulating land use, and the above bargained premises in the quiet and peaceable poe3esaion of the'baid party of the second part] its aucces= sots and assign* against all. and every person or personi laWfull¢ claiming or to claim the whole'or any part thereof, the sai' party, Of the first part shall and will Warrant and forever defend., PROVIDED HOWEVER, that none of..the aboi*re and foregdinj general warranties general bovenants of warranty are Madeer given with respeat,to,thl water, ditch and re*ercir iighte her'eihabove 0'1*, party of the first part :does' With 1retipedt tt3 tlti h• Vatett; dit&N a(l1il�{{' ,• _'- reservoir rights, hereby•covenant, grantt bargain and egret to'aiitt''' with the said part of the Second party part, its succedsoi±b 'Wild `a*iigii0•r •the said water, ditch and reservoir rights in 'the quiet and paabedble. • possession of said partyof the second C'. part, its bireci!*!tft:b ;and 'ndiitltlil, against all and every person or persona lawfully claiming)6r,t6.611kiIfl ; the whole or any part thereof, by, through or rider the Oaid..party;t7f+:t,„ the first part to warrant and forever defend. '' � z>r,` '� ,► IN WITNESS WHEREOF, The said . part! of the tirbb art ha6 baud j')i; its name to be hereunto subseri,ed by its Ueneral Pertniiiii the dWand;j if year first above written. 9PAING' VALLEY RANCH,' LTD,' .'..t a Colorado Limited Partnerihi Hgs - eeneerrai Partner. -3- General P rtner, '• •-"—imittagftea;•=war.inmk..nann...w STATE OF COLORADO • ) : ) SS. • COUNTY OF GARFIELD ) . . BolF. 530 racE575 • - The foregoing instrunknit Was acknowledged before me thii ,le -/k/ day of itaial 1979,; by Harold F. Beattie and Ly. 1eW: Bea.t:.10.60.;.vtisIGelln:ret1„,...... , • Partners 'of Spring Valley Ranch, Ltd., a Colorado •Litnited Partnership.: :. Witness my hand and official seal; My coma:lesion expires: 0fiittlit•2bt, 7,1917ii ' ''''C'' .' /44,1**.re:::."'• '''i: ''' ;•• = • •• ••:' = .'. .= ..:. ; .... : . • Al Pa/ 7W • . :;'... 14 I. t 1 g \ 1' - ' . -:! . • 7 .,;* e/........ -C!..: :.!:;:;:::...%.‘.!.::::;; • - . 1114 ..,4 Is' II° ? iii'ae ' .• .' 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'1 ' • • " • • •• • • • • • • • f 11th1e1T A Attaei.ed to and ?broths a Part of Warranty Dead "lilted Oett+abet 31. 1486 Ferrero Spring ♦alley. Bolding, Ltd, es Orantes at.d Spring Valley Holding USA, Ltd. as Grantee Tbwn.hip 6 South, Ranee 88 Weak., F,th P.M. Section 141 Section 15: Section 161 Re:tion 20: Section 211. Ser.tion 22 Rection 23! Section 26: Section 21: Section 28: Section 29: Section 32: Section 33: Section 34: 'Wart, swim* RN#, 9}R1il, RW1t911t, 818E#, ittiSW#, Lois 1, 2, 3 and 4 All • Lot 1, Lot 2, 1v}, 818i0, and 8E# Alt kE#, Wisr#, tinwi, ltti#sti}t Ldt. 1, 2, 3 arid 4 WI, Lotti 1, 2, 3 and 4 F1NWi, Loty 1', 2, 5, 6, 1, !Land 13 Alt of Section 27 Lots 1, 2, 3, 4, 5, S, 7, 8, 9, 10, 11, 12, t3, 14 and 15; E} Lots 1, 2, 3, 8, 9, 10, 11, 12, 13, 14, 15, 11, 20, 21, 22, 23, 24, 25, 26, 30 31, 32, 33, 34, and 35 Lots 1, 2, 3, rnd 4; WINE# NE#; Lots 1, 2, 3, 4, 5 and 6 i.'i11W# EXCEPTING T1IEREFP.OM the parcels descllbed in documents recorded i4 the Garfield County raeorde se follows: Deception No. 230659 250138 239150 239151 239218 239219 23b860 259524 259525 259529 286912 293788 293966 109223 109224 277981 281051 281052 281588 281622 . 282773 289615 Book Page 361 428 420 • 113 386 329 • 388 331 388 426 318 421 381 400 448 216 448 217 448 284 512 634 527 574 327 95' . 159 124 159 225 . 495 . 596 501 393 • 501 395 502 • 181 :02 461 504.• 751 - 518 283 0'1 AND/CEPTING. ufti:RO1i the. following described peaci1! k parcel of landyteg •IvutKIPiy �f' rirldlltttdrry-mirlfretiuiity Rtiid'tf3;... _ .•.•,r '"'" 115, and northerly of a fence e. constructed and in pleee, situate' In Lot :1, Section 20 and Late 3 and 8 of Section 29, all in Township 6 South, Rance 88 West of the.Sixth Principe' Mlridian, more particularly desertbed as follows: ri°eicning at a stone corner properly marked as the Quartet Corner between Sections 20 and 29 of said Township and Range; thence N. 66'35'21" W. 1078.65 Eeet to a point on thu *ow:herly' right-of-nsy line of said County Road, the True Point of Beginning;"thence alone paid southerly right-of-way line S. 72'34'00" E. 250.66 feet; thence leaving said southerly right-of-way line 8. 21'19'37" E. 1010.94 feet to a point in a fence' thence a'.onc -aid fent:e N. 57'39'58" W. 57.39 feet; thence 1'. 50'53'25" W. 497.50 •feet; thence leaving said fence R. 14'21'19" W. 694.24 Fret to the. True Point of Beginning. h ;I ij 4.• ILY if I I. 'et 1.74::41.• t v, 1!. • 1' • �b ti Meek(/F.A.W..sioterk.f. MIN') VAL111 ItOLDPIG, LTD.,. a tritioh Virgin Intend Compahl authorieed to do busineme in the StaLs of Colorado . voltorfswimentittokritorltitermiltotilvdditiormlborstntiVanmt911110 thebentriOntesiactagentiit whore address la Isoon Cutsti Rt 115, Clenmood Spring., 1601 CO,:1 bosaty of Ceti ield , And State of -Coloradr, vi‘lunhle conalderation ' In hand N.M. hereby ,ell(a) and conmty(e) to - cl it, 4 .•0! • :" 1.17" . !•!.‘ • '14 'estate. • . • p:0 79R ppli2 pAlti10.0 ta telat3;100" $ ••••••••1641111.1.••••• ,fortheconelek!rationd fen Dollars and other good end xxxx*Intlisik o H ! 6 with nil Its appdrtennnces, and warrant(s) the title to the same, suuJect to mineral rights fore reseriped, all easements and rights-of-way of public record, and taster ! the year 1986 which. the grantee herein assume and agrees to pay. Slimed thio thI 1t day of Dacember , 19 86 •••••••••••••••• ast• Silt -LNG VAUFT noLINNO !ISA, LT3.., Aritiat. Virgin Ialand Company Authorised to do huainroa in the nate of Colors.lo, • whose legal addrme la Garfield 4000 County !toed 113, Glenwood Springs, (4,0 81601 . Catler of . and Mato of. Colorado thefollowing real pr3pertY In the • County of Garfield - end State of Colorado, to *ft! See Exhibit A attached heretb. and made a part hereof. also known AA street and number 4000 County Road 115, Glenwood Springs , C,oiorade I 11 *11 SPRUIC VALET HOLDING., LTD. DTI *antatoc 1 ta Attorney -in -Fact STATE OF COLORADO, IS& County .... • herttol f or The foregoing' Instrument was ikknowledired befera me this 31at mg, of Decembto-'< 1. Valley Holdlnft. Ltd. t"t.w1`1! 19-flgVerr"9tet Avri'reteillitter-itterffrpitaTIAV-let- Op ring oratrarrmetanarprim4, ............. •,1.13 , ov ........ it sf,\,..• • • I. • • •.Nt' tC, •. I • • mencxxxxxxxxxxaggRimgiefff VI.97,111891trflif My tornmiselan ettplres Witness m hind mid offlatl veal, . \ HatarrPat,lit. Land and Mineral Owners within 200 feet of Subject Properties Land Owner ANDERSEN, SETH J & HELEN B ANDERSON, JOHN H JR & SANDRA K AUSTIN, JAMES H BACON, ROBERT & MICHELE T BANKHEAD, JEFF B & HIATT, JENNIFER N BERKELEY FAMILY LIMITED PARTNERSHIP BERKELEY FAMILY, LLLP BRYAN, SAMUEL W & BEVERLY BUREAU OF LAND MANAGEMENT CARDENAS, CARLOS DAVID CLARIDGE, MARVIN L & ESTHER R CLEAVER, JAMES P III & KELLY JONAS COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT COMBS, KEVIN & CORSON, MICHAEL DAVID COX FAMILY IRREVOCABLE TRUST COX, CALVIN HERBERT & MARILYN FARNUM, GRANVILLE W REVOCABLE TRUST & FARNUM, GLENDA L. REVOCABLE TRUST FENNELL, LAWRENCE W & MIRIAM M FINLEY, STEVE MICHAEL & HEATHER RENEE FREDERICK, STEPHEN C & SCOTT R & LYDIA G HELMICH, LINDA L & DONALD B J & S NIESLANIK LLLP JG REAL PROPERTY LLC KELLER, DEBRA ANN & JOHN P KOR, JOY TRUST & MEYERS, PAUL TRUST LAGIGLIA, LOUIS M & DONNALYNE LANGE, REBECCA L & TROY A MILNER, KEVIN L NECHADEIM PROPERTIES LLC OWEN, JENNIFER PATILLO, JOHN & ALLISON N PECKHAM, ROBERT G & TERESA L PECKHAM, ROBERT RAYMOND & RICHARD ALAN PROHL COOPER, PRISCILLA D ROSSI, PAULETTE IRREVOCABLE TRUST Mailing Address 3722 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 1332 COUNTY ROAD 119 GLENWOOD SPRINGS CO 81601-9313 3726 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9018 115 INLET HARBOR ROAD PONCE INLET FL 32127 4346 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 1302 WAUGH DRIVE #684 HOUSTON TX 77019 1302 WAUGH DRIVE #684 HOUSTON TX 77019 PO BOX 327 GLENWOOD SPRINGS CO 81602-0327 2300 RIVER FRONTAGE ROAD SILT CO 81652 5910 W WASHINGTON BLVD MILWAUKEE WI 53208 4354 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9020 3724 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 802 GRAND AVE GLENWOOD SPRINGS CO 81601 907 TOPLER RIDGE COURT GRAND JUNCTION CO 81505 375 S MARSH LANE GLENWOOD SPRINGS CO 81601 862 EAST 15TH CIRCLE LA CENTER WA 98629 3154 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9018 PO BOX 954 GLENWOOD SPRINGS CO 81602-0954 1502 LINDSEY TERRACE LANE SPRING TX 77386 61776 DARLA PLACE BEND OR 97702 3720 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4006 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 3118 S GRAND AVENUE GLENWOOD SPRINGS CO 81601 4325 PAPA JOE HENDRICK BLVD CHAROLOTTE NC 28262 5000 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9024 3537 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4002 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9020 4348 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9020 PO BOX 302 GLENWOOD SPRINGS CO 81602-0302 680 FIFITH AVENUE 7TH FLOOR NEW YORK NY 10019 5050 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 220 WEST MAIN 210 ASPEN CO 81611 3001 SOPRIS AVENUE GLENWOOD SPRINGS CO 81601-4438 6409 JORDAN DRIVE LOVELAND CO 80537 4350 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4431 THOMPSON PKWY JOHNSTOWN CO 80534 Physical Address 3722 115 COUNTY RD GLENWOOD SPRINGS 1332 119 COUNTY RD GLENWOOD SPRINGS 3726 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS 4346 115 COUNTY RD GLENWOOD SPRINGS 3961 114 COUNTY RD GLENWOOD SPRINGS 4401 114 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS 4354 115 COUNTY RD GLENWOOD SPRINGS 3724 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS 4890 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS 3154 115 COUNTY RD GLENWOOD SPRINGS 115 COUNTY RD GLENWOOD SPRINGS 630 FOSTER RIDGE RD 3540 115 COUNTY RD 3720 115 COUNTY RD 4006 115 COUNTY RD 7203 115 COUNTY RD GLENWOOD SPRINGS 5000 115 COUNTY RD 3537 115 COUNTY RD 4002 115 COUNTY RD 4348 115 COUNTY RD 2878 HOMESTEAD RD GLENWOOD SPRINGS 5050 115 COUNTY RD 584 FOSTER RIDGE RD CARBONDALE CARBONDALE 4350 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS Land Owner RUDD, WAYNE SAMUELSON, RAUN E & GAYLE L SCHAEFFER, ANTHONY JOSEPH REVOCABLE TRUST SHANNON, KRISTIN KNIGHT SLOSS FAMILY TRUST SPRING VALLEY HOLDINGS LLC SULLIVAN, MICHAEL J & CHRISTINE K THIRD SERIES OF CKO ENTERPRISES LLC US FOREST SERVICE VELTUS, LOIS A WILL, GREGORY THOMAS & PINE, SUMMER B WROBLEWSKI, STANISLAW Mineral Owner BUREAU OF LAND MANAGEMENT SPRING VALLEY HOLDINGS LLC Mailing Address 0132 PARK AVENUE BASALT CO 81621 PO BOX 297 GLENWOOD SPRINGS CO 81602-0297 650 DALEWOOD LANE HINSDALE IL 60521 104 PARKLEAF CIRCLE CARY NC 27519 192 FAST LANE SANTA CRUZ CA 95062 PO BOX 1146 GLENWOOD SPRINGS CO 81602 3780 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9018 2084 ROCKBURN ST HENDERSON NV 89074 PO BOX 948 GLENWOOD SPRINGS CO 81602-0948 6651 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4744 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4351 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 2300 RIVER FRONTAGE ROAD SILT CO 81652 PO BOX 1146 GLENWOOD SPRINGS CO 81602 Physical Address LANDIS CREEK CARBONDALE 6491 115 COUNTY RD GLENWOOD SPRINGS 4338 HOMESTEAD RD GLENWOOD SPRINGS 6000 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS 3780 115 COUNTY RD GLENWOOD SPRINGS CARBONDALE GLENWOOD SPRINGS 6651 115 COUNTY RD GLENWOOD SPRINGS 4744 115 COUNTY RD GLENWOOD SPRINGS 4351 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS Landowners within 200 feet of Subject Properties Owner ANDERSEN, SETH J & HELEN B ANDERSON, JOHN H JR & SANDRA K AUSTIN, JAMES H BACON, ROBERT & MICHELE T BANKHEAD, JEFF B & HIATT, JENNIFER N BERKELEY FAMILY LIMITED PARTNERSHIP BERKELEY FAMILY, LLLP BRYAN, SAMUEL W & BEVERLY BUREAU OF LAND MANAGEMENT CARDENAS, CARLOS DAVID CLARIDGE, MARVIN L & ESTHER R CLEAVER, JAMES P III & KELLY JONAS COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT COMBS, KEVIN & CORSON, MICHAEL DAVID COX FAMILY IRREVOCABLE TRUST COX, CALVIN HERBERT & MARILYN FARNUM, GRANVILLE W REVOCABLE TRUST & FARNUM, GLENDA L. REVOCABLE TRUST FENNELL, LAWRENCE W & MIRIAM M FINLEY, STEVE MICHAEL & HEATHER RENEE FREDERICK, STEPHEN C & SCOTT R & LYDIA G HELMICH, LINDA L & DONALD B J & S NIESLANIK LLLP JG REAL PROPERTY LLC KELLER, DEBRA ANN & JOHN P KOR, JOY TRUST & MEYERS, PAUL TRUST LAGIGLIA, LOUIS M & DONNALYNE LANGE, REBECCA L & TROY A MILNER, KEVIN L NECHADEIM PROPERTIES LLC OWEN, JENNIFER PATILLO, JOHN & ALLISON N PECKHAM, ROBERT G & TERESA L PECKHAM, ROBERT RAYMOND & RICHARD ALAN PROHL COOPER, PRISCILLA D ROSSI, PAULETTE IRREVOCABLE TRUST Mailing Address 3722 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 1332 COUNTY ROAD 119 GLENWOOD SPRINGS CO 81601-9313 3726 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9018 115 INLET HARBOR ROAD PONCE INLET FL 32127 4346 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 1302 WAUGH DRIVE #684 HOUSTON TX 77019 1302 WAUGH DRIVE #684 HOUSTON TX 77019 PO BOX 327 GLENWOOD SPRINGS CO 81602-0327 2300 RIVER FRONTAGE ROAD SILT CO 81652 5910 W WASHINGTON BLVD MILWAUKEE WI 53208 4354 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9020 3724 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 802 GRAND AVE GLENWOOD SPRINGS CO 81601 907 TOPLER RIDGE COURT GRAND JUNCTION CO 81505 375 S MARSH LANE GLENWOOD SPRINGS CO 81601 862 EAST 15TH CIRCLE LA CENTER WA 98629 3154 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9018 PO BOX 954 GLENWOOD SPRINGS CO 81602-0954 1502 LINDSEY TERRACE LANE SPRING TX 77386 61776 DARLA PLACE BEND OR 97702 3720 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4006 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 3118 S GRAND AVENUE GLENWOOD SPRINGS CO 81601 4325 PAPA JOE HENDRICK BLVD CHAROLOTTE NC 28262 5000 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9024 3537 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4002 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9020 4348 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9020 PO BOX 302 GLENWOOD SPRINGS CO 81602-0302 680 FIFITH AVENUE 7TH FLOOR NEW YORK NY 10019 5050 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 220 WEST MAIN 210 ASPEN CO 81611 3001 SOPRIS AVENUE GLENWOOD SPRINGS CO 81601-4438 6409 JORDAN DRIVE LOVELAND CO 80537 4350 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4431 THOMPSON PKWY JOHNSTOWN CO 80534 Physical Address 3722 115 COUNTY RD GLENWOOD SPRINGS 1332 119 COUNTY RD GLENWOOD SPRINGS 3726 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS 4346 115 COUNTY RD GLENWOOD SPRINGS 3961 114 COUNTY RD GLENWOOD SPRINGS 4401 114 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS 4354 115 COUNTY RD GLENWOOD SPRINGS 3724 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS 4890 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS 3154 115 COUNTY RD GLENWOOD SPRINGS 115 COUNTY RD GLENWOOD SPRINGS 630 FOSTER RIDGE RD GLENWOOD SPRINGS 3540 115 COUNTY RD GLENWOOD SPRINGS 3720 115 COUNTY RD GLENWOOD SPRINGS 4006 115 COUNTY RD GLENWOOD SPRINGS 7203 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS 5000 115 COUNTY RD GLENWOOD SPRINGS 3537 115 COUNTY RD GLENWOOD SPRINGS 4002 115 COUNTY RD GLENWOOD SPRINGS 4348 115 COUNTY RD GLENWOOD SPRINGS 2878 HOMESTEAD RD GLENWOOD SPRINGS GLENWOOD SPRINGS 5050 115 COUNTY RD GLENWOOD SPRINGS 584 FOSTER RIDGE RD GLENWOOD SPRINGS CARBONDALE CARBONDALE 4350 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS Owner RUDD, WAYNE SAMUELSON, RAUN E & GAYLE L SCHAEFFER, ANTHONY JOSEPH REVOCABLE TRUST SHANNON, KRISTIN KNIGHT SLOSS FAMILY TRUST SPRING VALLEY HOLDINGS LLC SULLIVAN, MICHAEL J & CHRISTINE K THIRD SERIES OF CKO ENTERPRISES LLC US FOREST SERVICE VELTUS, LOIS A WILL, GREGORY THOMAS & PINE, SUMMER B WROBLEWSKI, STANISLAW Mailing Address 0132 PARK AVENUE BASALT CO 81621 PO BOX 297 GLENWOOD SPRINGS CO 81602-0297 650 DALEWOOD LANE HINSDALE IL 60521 104 PARKLEAF CIRCLE CARY NC 27519 192 FAST LANE SANTA CRUZ CA 95062 PO BOX 1146 GLENWOOD SPRINGS CO 81602 3780 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601-9018 2084 ROCKBURN ST HENDERSON NV 89074 PO BOX 948 GLENWOOD SPRINGS CO 81602-0948 6651 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4744 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 4351 COUNTY ROAD 115 GLENWOOD SPRINGS CO 81601 Physical Address LANDIS CREEK CARBONDALE 6491 115 COUNTY RD GLENWOOD SPRINGS 4338 HOMESTEAD RD GLENWOOD SPRINGS 6000 115 COUNTY RD GLENWOOD SPRINGS GLENWOOD SPRINGS GLENWOOD SPRINGS 3780 115 COUNTY RD GLENWOOD SPRINGS CARBONDALE GLENWOOD SPRINGS 6651 115 COUNTY RD GLENWOOD SPRINGS 4744 115 COUNTY RD GLENWOOD SPRINGS 4351 115 COUNTY RD GLENWOOD SPRINGS FC Garfield County PAYMENT AGREEMENT FORM GARFIELD COUNTY ("COUNTY") and Property Owner ("APPLICANT") Spring Valley Holdings, LL6 agree as follows: 1. The Applicant has submitted to the County an application for the following Project: Spring Valley Ranch PUD Amendment and Amended Development Agreereg. 2. The Applicant understands and agrees that Garfield County Resolution No. 2014-60, as amended, establishes a fee schedule for each type application, and the guidelines for the administration of the fee structure. 3. The Applicant and the County agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. The Applicant agrees to make payment of the Base Fee, established for the Project, and to thereafter permit additional costs to be billed to the Applicant. The Applicant agrees to make additional payments upon notification by the County, when they are necessary, as costs are incurred. 4. The Base Fee shall be in addition to and exclusive of any cost for publication or cost of consulting service determined necessary by the Board of County Commissioners for the consideration of an application or additional County staff time or expense not covered by the Base Fee. If actual recorded costs exceed the initial Base Fee, the Applicant shall pay additional billings to the County to reimburse the County for the processing of the Project. The Applicant acknowledges that all billing shall be paid prior to the final consideration by the County of any Land Use Change or Division of Land. I hereby agree to pay all fees related to this application: Billing Contact Person: Stephanie Zimmerman Phone: ( 248 ) 351-4876 Billing contact address: One Towne Square, Ste. 1913 City: Southfield State: MI Zip Code: 48076 Billing Contact Email: szimmerman@seligmangroup.com Printed Name of Person Authorized to Sign: Stephanie Zimmerman gnature) (Date) White River National Forest Spring Valley Ranch LEGEND EXHIBIT D PHASING MAP SPRING VALLEY RANCH P.U.D. GAMBA St ASSOCIATES PHASE 1 PHASE 2 PHASE 3 PHASE 4 PHASE 5 PHASE 6 PHASE 7 PHASE 8 PHASE 9 PHASE 10 MOUNTAIN PHASE 1 MOUNTAIN PHASE 2 MOUNTAIN PHASE 3 MOUNTAIN PHASE 4 MOUNTAIN PHASE 5 MOUNTAIN PHASE 6 MOUNTAIN PHASE 7 MOUNTAIN PHASE 8 MOUNTAIN PHASE 9 MOUNTAIN PHASE 10 MOUNTAIN PHASE 11 ROAD CONSTRUCTION PHASING 600 LAND PLANNER HART HOWERTON PLANNERS ARCHI'1•ECTS LANDSCAPE ARCHITECTS I IART!I IOWERTON, PLANNING, ARCHITECTURE AND LANDSCAPE ARCHITECTURE, PC. 311 Main Strcct, PG Box 483, Park City; UT 84060 Tei: 435 655 8120 Fax: 435 655 8124 L mail: PC @IIarthowertun.wrn CIVIL ENGINEERING: GAMBA & ASSOCIATES, INC. CONSULTING ENGINEERS & LAND SURVEYORS 970/945-2550 WWW.GAMBAENGINEERING.COM 113 NINTH ST., STE. 214 P.O. BOX 1458 GLENWOOD SPRINGS, CO 81602 DATE: October 28, 2011 0 600 1200 1800 GRAPHIC SCALE IN FEET 1 INCH = 600 FEET 1► -„ 411 ■■■■■■■■■■■■■■■■■►\■■■■rr■■■■r■■►■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■I ■■■■■■■■■■■■■■■■■.■■■■■■■■■■■■•■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■I mrpop isomio� mckaa; gaI�Iii lil�liIIIIIIIIIIIIIIIIIIII� ■■■■■■11111■■■■■■■■■�i�.�l■■■■■G'%f;'///ri�f�F_■ ■■■■■■1111111■■■■■■■■►/mom■■.m■■r■ cemleft=m■JLo■■■■■■■■■■■■■■■■■.--- ■■■■■■■■■■■■■■■IIII/I■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■1•�-- ■■■■■■■■■■■■■■F%Ed■■■■■■■■■■■■■■■■■■■■■■■■■■■■�■�-- ■■■■■■■■■■■■■■II■■■■■■■■■■■■■■■■■■■■■■■■■��P■•�� ■■■■■■■■■■■■■,,.,■■■■■■■■■ ■■■■■■■■■■■■■■.■. Ill11111111/1111111111111111%i�j4 MEM ANILQ ■■■■■■■■UNM■■■■■■■■■■■■■■■■■■■■L■I■■■■■■■■■■■rer VW■■■■■■■■■Osie■■■■■■■■■■■ �\\ ■■■■■■■■ OWAM■■■■■■■■■■■ S$IM•UU•i Spring Valley Ranch Planned Unit Development Guidelines June 8, 2010 SPRING VALLEY RANCH PUD ZONE DISTRICTS I. Zone District Regulating Authority The provisions of these regulations shall prevail and govern the development of the Spring Valley Ranch PUD; provided, however, that where the provisions of the Spring Valley Ranch PUD Zone Regulations herein do not clearly address a specific subject, the ordinances, resolutions, or regulations of Garfield County shall prevail. Definitions established herein shall take precedence over the definitions established by the Zoning Regulations of Garfield County, whenever those regulations are applicable to the Spring Valley Ranch PUD. II. Zone Districts To carry out the purposes and provisions of the Garfield County Zoning Resolution of 1978, Garfield County, Colorado, as amended, the Spring Valley Ranch PUD Zone District is further divided into the following zone district classifications: • R/P • R/M • R/R • R/E • R/C ■ R/CH • V/C • L/I • OS/R • OS/A/E • OS/P • OS/G ■ U Residential/Pasture District Residential/Mountain District Residential/Ranch District Residential/Estate District Residential/Cabin District Residential/Community Housing District Village/Commercial District Light Industrial District Open Space/Recreational District Open Space/Agriculture District Open Space/Pasture District Open Space/Golf District Utilities District Page 1 of 30 III. R/P — Residential / Pasture District 1. Uses By Right: A. Single family residential and accessory uses. The primary single family residence may include habitable detached rooms or buildings associated with the residence. Any such detached rooms or buildings shall not include a kitchen. Accessory uses and buildings, such as garages, storage buildings, art studios, offices and workshops, shall relate to the primary single family residence. B. Agricultural Structures: Buildings may include any facilities necessary for agricultural and/or ranching operations, including horse keeping and training facilities, barns, hay and feed, tack, equipment and other storage buildings, livestock pens and workshops. Residential uses shall not be allowed on the parcel designated on the final plat as "RP Parcel A." C. All uses allowed in the Open Space/Pasture (OS/P) District. D. All uses allowed in Utilities (U), Open Space/Golf (OS/G) and Open Space/Recreational (OS/R) Districts. E. Pasture land and fencing. F. All agricultural uses, including the raising of livestock, growing of produce and haying operations. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum setbacks: 50 foot front yard 50 foot rear yard 25 foot side yard 5. Maximum lot coverage: Lot coverage by buildings and structures exclusive of uncovered pool areas, patios, decks, driveways and utilities shall not exceed 35,000 square -feet. 6. Maximum building envelope: Unlimited except for geotechnical hazards, environmental and wetlands constraints, slopes exceeding 30%, setback requirements and utility and trail easements. Page 2 of 30 7. Maximum floor area: A. Primary Single Family Residence: Maximum finished floor area exclusive of attached or detached garage shall not exceed 20,000 square -feet. B. Accessory buildings: Maximum total finished floor area of all accessory buildings, including attached and detached garages, but excluding agricultural buildings, shall not exceed 20,000 square -feet. 8. Maximum residential and accessory structure building height: 25 feet. 9. Off-street parking: One space per bedroom, with a minimum of two enclosed parking spaces and a maximum of six exterior/uncovered spaces. 10. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. Page 3 of 30 IV. R/M — Residential / Mountain District 1. Uses By Right: A. Single family residential and accessory uses. The primary single family residence may include habitable detached rooms or buildings associated with the residence. Any such detached rooms or buildings shall not include a kitchen. Accessory uses and buildings shall relate to the primary single family residence, including horse keeping and training facilities; non -industrial storage buildings for personal property, hay and feed, tack and equipment; and workshops, art studios or other similar uses. Residential uses shall not be allowed on the parcels designated on the final plat as "RM Parcel A" and "RM Parcel B." B. All uses allowed in Utilities District (U) and the Open Space/Recreational District (OS/R) C. Pasture land and fencing. D. Private and community trails. E. In lieu of the uses provided above, one lot within the Residential/Mountain District may be developed as a recreational "Outpost" for use by residents and guests of the Spring Valley Ranch PUD. The Outpost may include overnight accommodations; men's and women's toilet/shower areas; dining/BBQ area; and recreation uses including horse keeping, hiking, mountain biking, fishing, hunting, snowmobiling, cross -county and back -country skiing, and other comparable outdoor recreation; and uses and structures ancillary to the above. This allowed use shall not apply to the parcels designated on the final plat as "RM Parcel A" and "RM Parcel B." 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: Nine acres. 5. Minimum setbacks: 50 foot front yard 50 foot rear yard 50 foot side yard 6. Maximum lot coverage: Lot coverage by buildings and structures exclusive of uncovered pool areas, patios, decks, driveways and utilities shall not exceed 30,000 square -feet per lot. Page 4 of 30 7. Maximum building envelope: 2.5 acres, subject to setback requirements. Development activities outside of prescribed building envelopes are limited to access drives, utilities and retaining walls specifically associated with entry drives, and as may be defined in the Covenants, Conditions and Restrictions for the PUD. 8. Maximum floor area: A. Primary Single Family Residence: Maximum finished floor area exclusive of attached or detached garage shall not exceed 18,000 square -feet. B. Accessory and agricultural buildings: The maximum total finished floor area of all accessory and agricultural buildings, including attached and detached garages, shall be 12,000 square -feet. 9. Maximum building height: 25 feet. 10. Off-street parking: One space per bedroom, with a minimum of two enclosed parking spaces and a maximum of six exterior/uncovered spaces. 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. 12. Special conditions: Rental or leases of less than one year shall not be allowed. 13. Merging of Lots: The common owner of two or more contiguous lots may merge such lots into a single parcel, and may relocate the building envelope, upon compliance with the applicable county regulations regarding plat amendment or lot line adjustment, and upon compliance with applicable covenants of the development. Relocation of building envelopes shall be subject to all easements, including utility easements, unless the permission of the easement holder is obtained. Merging of lots shall not affect the uses and restrictions otherwise applicable in this zone district. Page 5 of 30 V. R/R — Residential / Ranch District 1. Uses By Right: A. Single family residential and accessory uses. The primary single family residence may include habitable detached rooms or buildings associated with the residence. Any such detached rooms or buildings shall not include a kitchen. Accessory uses and buildings shall relate to the primary single family residence, including horse keeping facilities; storage of personal property and equipment; workshop, art studio or other similar use. Residential uses shall not be allowed on the parcel designated on the final plat as "RR Parcel A." B. All uses allowed in Utilities (U) and Open Space/Golf (OS/G) Districts. C. Private and community trails. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: Four acres. 5. Minimum setbacks: 50 foot front yard 50 foot rear yard 30 foot side yard 6. Maximum lot coverage: Lot coverage by buildings and structures exclusive of uncovered pool areas, patios, decks, driveways and utilities shall not exceed 15,000 square -feet per lot. 7. Maximum building envelope: 7.5 acres, subject to setback requirements. Development activities outside of prescribed building envelopes are limited to access drives, utilities and retaining walls specifically associated with entry drives, and as may be defined in the Covenants, Conditions and Restrictions for the PUD. 8. Maximum floor area: A. Primary Single Family Residence: Maximum finished floor area exclusive of attached or detached garage shall not exceed 12,000 square -feet. B. Accessory and agricultural buildings: Maximum total finished floor area of all accessory and agricultural buildings, including attached and detached garages, shall not exceed 3,500 square -feet. 9. Maximum building height: 25 feet. Page 6 of 30 10. Off-street parking: One space per bedroom, with a minimum of two enclosed parking spaces and a maximum of six exterior/uncovered spaces. 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. 12. Special conditions: Rental or leases of less than one year shall not be allowed 13. Merging of Lots: The common owner of two or more contiguous lots may merge such lots into a single parcel, and may relocate the building envelope, upon compliance with the applicable county regulations regarding plat amendment or lot line adjustment, and upon compliance with applicable covenants of the development. Relocation of building envelopes shall be subject to all easements, including utility easements, unless the permission of the easement holder is obtained. Merging of lots shall not affect the uses and restrictions otherwise applicable in this zone district. Page 7 of 30 VI. R/E — Residential / Estate District 1. Uses By Right: A. Single family residential and accessory uses. The primary single family residence may include habitable detached rooms or buildings associated with the residence. Any such detached rooms or buildings shall not include a kitchen. Accessory uses and buildings shall relate to the primary single family residence, including storage of personal property and equipment; workshop, art studio or other similar use. Residential uses shall not be allowed on the parcel designated on the final plat as "RE Parcel A." B. All uses allowed in Utilities (U) and Open Space/Golf (OS/G) Districts. C. Private and community trails. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: Two acres. 5. Minimum setbacks: 35 foot front yard 25 foot rear yard 25 foot side yard 6. Maximum lot coverage: Lot coverage by buildings and structures exclusive of uncovered pool areas, patios, decks, driveways and utilities shall not exceed 10,000 square -feet per lot. 7. Maximum building envelope: 3.25 acres, subject to setback requirements. Development activities outside of prescribed building envelopes are limited to access drives, utilities and retaining walls specifically associated with entry drives, and as may be defined in the Covenants, Conditions and Restrictions for the PUD. 8. Maximum floor area: A. Primary Single Family Residence: Maximum finished floor area exclusive of attached or detached garage shall not exceed 8,000 square -feet. B. Accessory buildings: Maximum total finished floor area of all accessory buildings, including attached and detached garages, shall not exceed 2,000 square -feet. 9. Maximum building height: 25 feet. Page 8 of 30 10. Off-street parking: One space per bedroom, with a minimum of two enclosed parking spaces and a maximum of four exterior/uncovered spaces. 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. 12. Special conditions: Rental or leases of less than one year shall not be allowed. 13. Merging of Lots: The common owner of two or more contiguous lots may merge such lots into a single parcel, and may relocate the building envelope, upon compliance with the applicable county regulations regarding plat amendment or lot line adjustment, and upon compliance with applicable covenants of the development. Relocation of building envelopes shall be subject to all easements, including utility easements, unless the permission of the easement holder is obtained. Merging of lots shall not affect the uses and restrictions otherwise applicable in this zone district. Page 9 of 30 VII. R/C — Residential / Cabin District 1. Uses By Right: A. Single family residential, multi -family residential and accessory uses. Accessory uses shall relate to the primary single family residence. B. All uses allowed in Utilities (U) and Open Space/Golf (OS/G) Districts. C. Private and community trails. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: One-quarter acre. 5. 5. Minimum setbacks: 20 foot front yard 20 foot rear yard 15 foot side yard 6. Maximum lot coverage: Lot coverage by buildings and structures, exclusive of uncovered pool areas, patios, decks, driveways and utilities, shall not exceed 7,000 square -feet per lot. 7. Maximum building envelope: Two acres, subject to setback requirements. Development activities outside of prescribed building envelopes are limited to access drives, utilities and retaining walls specifically associated with entry drives, and as may be defined in the Covenants, Conditions and Restrictions for the PUD. 8. Maximum floor area: Maximum finished floor area of a residential structure, excluding attached or detached garage, shall not exceed 6,000 square -feet. 9. Maximum building height: 25 feet. 10. Off-street parking: One enclosed parking space per bedroom, with a minimum of two enclosed parking spaces and a maximum of two exterior/uncovered spaces per unit. 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. 12. Special conditions: Short-term rental or leases of less than one year shall be allowed only to members or invited guests of the Club associated with the PUD. Cabins may be deeded in one-quarter share fractional tenants-in-common interests, which interests shall be exempt from compliance with County subdivision or other regulation. Page 10 of 30 13. Merging of Lots: The common owner of two or more contiguous lots may merge such lots into a single parcel, and may relocate the building envelope, upon compliance with the applicable county regulations regarding plat amendment or lot line adjustment, and upon compliance with applicable covenants of the development. Relocation of building envelopes shall be subject to all easements, including utility easements, unless the permission of the easement holder is obtained. Merging of lots shall not affect the uses and restrictions otherwise applicable in this zone district. 14. Cabin Sub -District: The Cabin District is divided into four Sub -Districts based upon the size of improvements that can be constructed on the lots within each Sub -District: A. Camp Cabins with a floor area between 1,000 and 1,500 square -feet. B. Village and Hillside Cabins with a floor area between 1,500 and 2,500 square -feet. C. Golf and Hillside Cottages with a floor area between 2,500 and 4,000 square -feet. D. Duplex Cabins with a total floor area between 3,000 and 5,000 square -feet (1,500 to 2,500 square -feet per unit). Units may be designated on the final plat or at the time of building permit. Page 11 of 30 VIII. R/CH — Residential / Community Housing District 1. Uses By Right: A. Single family and multi- family residential, including row house, townhome, apartment and single-family detached units, all of which shall be governed under the provisions of the Community Housing Program approved as part of the Spring Valley Ranch PUD. B. All uses allowed in Utilities (U), Open Space/Pasture (OS/P) and Open Space/Recreational (OS/R) Districts. C. Pasture land and fencing. D. Private and community trails. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: 5,000 square -feet. 5. Multi Family Minimum setbacks: 6. Residential Minimum setbacks: 20 foot front yard 10 foot rear yard 10 foot side yard 20 foot front yard 10 foot rear yard 10 foot side yard 7. Maximum lot coverage: Lot coverage by buildings and structures exclusive of uncovered pool areas, patios, decks, driveways and utilities shall not exceed 80% of the lot. Multiple structures occupied by a single use by right are allowed on a single lot. 8. Maximum building height: 25 feet. 9. Parking: One parking space for every 1.5 bedrooms with a minimum of one parking space per unit. 10. Resubdivision: Row house, townhouse and multi -family structures may be resubdivided along common party walls and multi -family structures may be condominiumized subsequent to construction. 11. Maximum Irrigated land per dwelling unit: 500 sf. Page 12 of 30 12. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. 13. Special conditions: All units must comply with the provisions of the Community Housing Program as adopted under the PUD. Short-term rental or leases of less than one year shall be not be allowed Page 13 of 30 IX. V/C — Village / Commercial District 1. Uses By Right: A. All structures and facilities related to recreation and member services within the PUD, including but not limited to: golf club House; locker rooms; restaurant; lounge; snack bar; athletic club; family center; recreational center; event space; tennis center; aquatics center; grocery; sundry, retail and liquor store(s); post office; gas station; business offices related to the sales, ownership, membership or operations of the PUD; health, beauty and personal care services; reservations center; resident and member services center; golf pro shop; golf starter's pavilion; religious buildings; transient overnight accommodations for Club members and their guests; day care; staff living accommodations; and equestrian care and riding facilities; and parking B. Employee Housing: A maximum of 20 multi -family units (when combined with the units built in the L/I District) of less than 1,200 sq. ft. each in the Village and/or Metro District Yard, deed restricted as rental units available only to the project's employees with rent increases limited to CPI for 20 years. Thereafter the units may be rented or sold at market. C. Guest Lodging. A maximum of 15 guest rooms of 600 sf (without kitchen) within the Golf Club House or other appropriate Village buildings. D. All uses allowed in Utilities (U), Open Space/Recreational (OS/R) and Open Space/Golf (OS/G) Districts. E. Private and community trails. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: NONE 5. Minimum setbacks: 10 feet from road right-of-way 50 feet from the property line of any residential property 6. Maximum lot coverage: NONE 7. Maximum building envelope: NONE 8. Maximum floor area: A. Maximum finished floor area for grocery, sundry, retail and liquor store(s); post office; and gas station shall not exceed a total of 20,000 square feet. Page 14 of 30 B. No limit for other uses. 9. Maximum building height: 35 feet. 10. Off-street parking: One enclosed parking space per bedroom. Minimum of one parking space for every 800 square -feet of habitable finished floor space for other uses. Employee, overflow and event parking will be provided as needed in the Light Industrial Zone District (L/I) and the Open Space/Golf District (OS/G). 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. Page 15 of 30 X. LII — Light Industrial District 1. Uses By Right: A. Office and support facilities for metropolitan districts serving the PUD, including but not limited to: Outdoor and indoor equipment storage; Outdoor and indoor supply storage; Fuel storage and distribution systems; Administrative offices; Fire/EMS and security station; Workshop; Mechanics shop. B. Golf Course maintenance yard, including all facilities necessary for the operation and maintenance of golf courses, including outdoor and indoor equipment and cart storage; indoor and outdoor supply storage; fuel storage and distribution systems; administrative offices; workshop; mechanics shop; and turf and tree nursery. C. Common facilities associated with operation and maintenance of the PUD, including but not limited to: kitchen and employee dining hall; employee lockers, shower and lockeroom facilities; vehicle wash; laundromat / drycleaners; employee recreational facilities; staff living accommodations; plant nursery; composting facility; day care; fueling station; and parking. D. Fire station and all facilities and equipment associated with the operation, use and maintenance thereof, including but not limited to: indoor and outdoor equipment storage; indoor and outdoor supply storage; administrative offices; workshop; and staff living accommodations. E. All uses allowed in Utilities (U) and Open Space/Golf (OS/G) Districts. F. Employee Housing. A maximum of 20 multi -family units (when combined with units built in the V/C District) of less than 1,200 sq. ft. each in the Village and/or Metro District Yard, deed restricted as rental units available only to the project's employees with rent increases limited to CPI for 20 years. Thereafter the units may be rented or sold at market. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: NONE 5. Minimum setbacks: 20 feet from road right-of-way 50 feet from the property line of any residential property 6. Maximum lot coverage: NONE 7. Maximum building envelope: NONE 8. Maximum floor area: NONE Page 16 of 30 9. Maximum building height: 35 feet. 10. Off-street parking: Minimum of one parking space for every three employees, plus minimum of one parking space for every staff bedroom. Employee, overflow and event parking will be provided as needed in the Light Industrial Zone District (L/I) for the Village/Commercial District (V/C) and the Open Space/Golf District (OS/G). 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. Page 17 of 30 XI. OS/R — Open Space / Recreation District 1. Uses By Right: A. All equestrian uses and services, including but not limited to: Stables; Tack rooms; Feed and equipment storage; Turn -out pastures; Horse riding and training area(s); Race / warm-up tracts; Trails; Training; Tack sales; Grill / snack bar; Clubroom; Lockers; Restrooms and changing facilities and showers; Staff living accommodations; Hay and equipment barns; Storage for vehicles and trailers; Parking B. Facilities and services for active and passive recreation, including but not limited to: Parks; Ball fields; Tennis courts; Fishing ponds; Ice Skating ponds; Snowmobiling; Cross / backcountry skiing; Fishing camp; Boating; Hunting; Picnic areas; Event and interpretative facilities; Private, community or public trails; Other accessory recreational uses C. Structures and fencing accessory to recreational uses. D. Fire Station and all facilities and equipment necessary for the operation, use and maintenance thereof, including but not limited to: Indoor and outdoor equipment storage; Indoor and outdoor supply storage; Administrative offices; Workshop; Staff living accommodations E. Gatehouse / Security stations. F. Marketing / Sales office. G. All uses allowed in Utilities (U) District. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: NONE 5. Minimum setbacks: 10 feet from road right-of-way 50 feet from the property line of any residential property 6. Maximum lot coverage: NONE 7. Maximum building envelope: NONE 8. Maximum floor area: NONE 9. Maximum building height: 35 feet. Page 18 of 30 10. Off-street parking: Minimum of one parking space for every two horse stalls, plus minimum of one parking space for every employee living accommodation. Parking as needed based upon usage for parks, ball fields, trail heads and other recreational uses. 11. Fireplaces: No open hearth, solid fuel fireplaces are allowed. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated thereunder, is allowed in each dwelling unit. All dwelling units are allowed an unrestricted number of gas burning fireplaces. Page 19 of 30 XII. OS/A/E — Open Space / Agriculture District 1. Uses By Right: A. Agricultural, including farm, ranch, sod farm, garden, plant nursery, orchard, and customary accessory uses including buildings for the enclosure of animals or property employed in any of the above uses, excluding residential dwellings. B. Riding stable and equestrian uses including tack sales, snack bar, clubhouse and lounge. C. Park and green belt including trails, ballfields, courts and accessory recreational uses. D. Domestic and irrigation water well including accessory building for the enclosure of water treatment equipment. Refer as well to special Design Standards applicable to all Zone Districts. E. Community recreation facilities including community building, pool and changing rooms, picnic areas and restrooms. F. Storage facilities for recreational vehicles and horse trailers. G. Public and/or private trails. 2. Minimum setback: 35 feet from road right-of-way or any structures 5 feet for all other conditions 3. Maximum building height: 35 fee.t 4. Parking: Minimum of one parking space for every 400 square feet of enclosed area or one space for every two stalls, whichever is greater. Minimum of ten spaces dedicated to employees/staff. Page 20 of 30 XIII. OS/P — Open Space / Pasture District 1. Uses By Right: A. All agricultural uses, including but not limited to: farming; ranching; sod farm; plant nursery; orchard; haying; and livestock raising, breeding and feeding, including horses, cattle, pigs, sheep. B. All equestrian uses and services, including but not limited to: stables; tack rooms; feed and equipment storage; turn -out pastures; horse riding and training area(s); race / warm-up tracts; trails; tack sales; grill / snack bar; clubroom; lockers; restrooms and changing facilities and showers; staff living accommodations; hay and equipment barns; storage for vehicles and trailers; and parking C. Community and/or private trails, including picnic areas and restrooms. D. Structures and fencing accessory to agricultural and recreational uses. E. Domestic and irrigation water wells, including distribution and storage. F. Parking. E. All uses allowed in Utilities District (U) and Open Space/Recreational District (OS/R). 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: NONE 5. Minimum setbacks: 10 feet from road right-of-way 50 feet from the property line of any residential property 6. Maximum lot coverage: NONE 7. Maximum building envelope: NONE 8. Maximum floor area: NONE 9. Maximum building height: 35 feet. 10. Off-street parking: Parking as needed based upon usage. Page 21 of 30 XIV. OS/G — Open Space / Golf District 1. Uses By Right: A. 18 -hole Championship golf course; par -3 golf course; practice range and related practice facilities; and accessory uses related to golf. B. Accessory structures for the use and enjoyment of the golf course facilities, including but not limited to: golf club house; starter's pavilion; comfort stations/restrooms/weather shelters; grill and/or snack bar; bar; cart storage; office and administrative functions and structures related to the operation and maintenance of the golf courses; and golf course maintenance yard, including all facilities necessary for the operation and maintenance of golf courses, including but not limited to: outdoor and indoor equipment and cart storage; indoor and outdoor supply storage; fuel storage and distribution systems; administrative offices; workshop; mechanics shop; and turf and tree nursery C. Structures and fencing accessory to wildlife management, agricultural and recreational uses. D. Ponds, irrigation facilities and water features. E. Parking. F. All uses allowed in Utilities District (U) and Open Space/Recreational District (OS/R). 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: NONE 5. Minimum setbacks: NONE 6. Maximum lot coverage: NONE 7. Maximum building envelope: NONE 8. Maximum floor area: NONE 9. Maximum building height: 25 feet. 10. Off-street parking: Minimum of 40 parking spaces. Employee, overflow and event parking will be provided as needed in the Open Space/Golf District (OS/G) for the Village/Commercial District (V/C) and the Light Industrial Zone District (L/I). Page 22 of 30 XV. U — Utilities District 1. Uses By Right: The construction, installation, operation, maintenance, repair and replacement of all types of utilities and common utility corridors, easements, rights-of- way, facilities, and structures, including but not limited to: water services, such as storage tanks, irrigation ponds and reservoirs, water and irrigation distribution systems, water wells, water treatment facilities, pumping equipment, lift and transfer stations; sanitary sewage collection systems and lift stations; drainage and flood control structures; utilities, including but not limited to electrical, natural gas, cell phone, wi-fi, telephone, cable television and fiber-optic systems; geo-hazard mitigation structures; roads, cul-de-sacs, turnouts and retaining walls; services and systems along easements and rights-of-way through other districts; public, community and/or private trails; and buildings and structures accessory to the above uses. 2. Uses, Conditional: NONE 3. Uses, Special: NONE 4. Minimum Lot Area: NONE 5. Minimum setbacks: NONE 6. Maximum lot coverage: NONE 7. Maximum building envelope: NONE 8. Maximum floor area: NONE 9. Maximum building height: 25 feet, except for water storage tanks. 10. Special requirements: The Utilities District shall include on-site utilities and off-site utility easements dedicated to the PUD as shown on the PUD Plan and the PUD Land Use Summary. All utility structures shall be non -illuminated, except for shielded lighting as may be required for safety. Access to utility corridors is granted to the Landis Creek Metropolitan District and all other providers of services. Page 23 of 30 DESIGN STANDARDS (Applicable to all Zone Districts) A. DRIVEWAY STANDARDS The following design standards for driveways shall apply to all residential and commercial construction within the Spring Valley Ranch PUD unless otherwise approved by the Authority Having Jurisdiction. 1. Driveways shall be provided to all habitable structures and to all other structures with floor areas greater than 500 square feet. 2. Driveways serving only one residence shall have an all-weather driving surface with a minimum width of 16 feet. Driveways serving two to three residences shall have an all-weather driving surface with a minimum width of 20 feet. Driveways shall not serve more than three residences. 3. Driveways shall be provided with no less than 15 feet of vertical clearance. 4. The maximum allowable gradient for driveways shall be 10% unless driveway is constructed with a snow -melting system approved by the Authority Having Jurisdiction. 5. The minimum allowable centerline radius for a driveway shall be 23 feet. 6. Any driveway in excess of 150 feet in length shall be equipped with a turn -around at the end in accordance with the design standards for a turn -around as stated below. 7. Any driveway in excess of 400 feet in length shall be equipped with a turnout. Turnouts shall be constructed at a maximum interval of 400 feet on all driveways in excess of 400 feet in length. 8. Turnout dimensions shall be as follows: a) Minimum full -width lane length = 50 feet. b) Minimum additional turnout width = 8 feet (24 -feet total driveway width). c) Minimum taper length on each end of turnout lane = 50 feet. 9. Intersections of driveways with roads shall be within 7 degrees of perpendicular wherever practical and feasible. 10. Turn-arounds at the end of driveways in excess of 150 feet in length shall be provided with a hammerhead turn -around at a minimum. The minimum dimensions of a hammerhead turn -around shall be in accordance with the hammerhead details approved by the Authority Having Jurisdiction. 11. All driveways shall extend to within 50 feet of the primary structures. Page 24 of 30 12. All driveways shall be constructed with a drainage system consisting of roadside ditches and channels, storm drainage systems and culverts designed to adequately convey the peak rate of stormwater runoff generated by the 100 -year storm event without causing erosion or deposition of eroded materials. All stormwater runoff shall be conveyed as depicted on the Spring Valley Ranch P.U.D. Preliminary Drainage Plan and shall not be diverted into other drainage basins. The design of the driveway drainage system shall be prepared by a Colorado Registered Professional Engineer with specialized competence in hydrology, hydraulics and erosion control. B. ROADWAY STANDARDS The following roadway design standards shall apply to all roadways within the Spring Valley Ranch PUD unless otherwise approved by the Authority Having Jurisdiction. Street and Roadway Design shall be in conformance with the following standards: Spring Valley Ranch P.U.D. Street and Roadway Classification and Design Standards (Road Classification Collector Road Minor Road Cul -De -Sac Maximum Number of Residences to be Served 577 140 40 Maximum Average Daily Traffic Volume [vehicles per day] 8000 1400 400 Minimum Right -of -Way Width [feet] 60 50 50 Minimum Travel Lane Width [feet] 12 11 11 Minimum Shoulder Width [feet] 4 2 2 Type of Road Surface (including travel lanes and shoulders) Asphalt or Concrete Asphalt or Concrete Asphalt or Concrete Pavement Section (depth of asphalt) and Specification of Asphalt To be determined by Registered Geotechnical Engineer based on an HS -20 loading and the maximum average daily traffic volumes Aggregate Section (depth and specification of aggregate) To be determined by Registered Geotechnical Engineer based on an HS -20 loading and the maximum average daily traffic volumes Subgrade Stabilization To be determined by Registered Geotechnical Engineer based on an HS -20 loading and the maximum average daily traffic volumes Typical Cross Slope (Crown) 2% 2% 2% Page 25 of 30 Spring Valley Ranch P.U.D. Street and Roadway Classification and Design Standards (Road Classification Collector Road Minor Road Cul -De -Sac Maximum Rate of Super - Elevation (Super - elevation design to be performed by Professional Engineer in accordance with 2001 AASHTO Standards) 4% 4% 4% Shoulder Cross Slope Matches Adjacent Travel Lane Matches Adjacent Travel Lane Matches Adjacent Travel Lane Maximum Centerline Grade 10% 10% 10% Typical Design Speed 25 MPH 20 MPH 20 MPH Minimum Design Speed 10 MPH 10 MPH 10 MPH Minimum Centerline Radius at Typical Design Speed without Superelevation [feet] 298.3 190.9 190.9 Minimum Centerline Radius at Typical Design Speed with maximum Superelevation [feet] 208.3 133.3 133.3 Minimum Centerline Radius [feet] 50.0 50.0 50.0 Minimum Clearance from Travel Lane to Roadside Barrier (guard rail/retaining wall/jersey barrier) [feet] 4 4 4 Maximum Slope of Unretained Cut/Fill Slope [vertical feet:horizontal feet] 2:1 2:1 2:1 Roadside Drainage Conveyance Structures Designed by Registered Engineer to Provide Minimum Capacity to Convey Peak Flow from 100 -year Storm Event 1. Roadway standards shall apply for all roads serving more than 3 residences. 2. Road widths will increase at reduced radius curves and intersections in order to accommodate the traveled path of the fire apparatus as specified by the Glenwood Springs Fire Protection District within a single lane of the roadway. 3. Roadways shall be provided with no less than 15 feet of vertical clearance. Page 26 of 30 4. All dead-end (cul-de-sac) roadways shall be equipped with a turn -around at the end in accordance with the design standards for a turn -around as approved by the Authority Having Jurisdiction. 5. Intersection of two roadways shall be within 7 degrees of perpendicular wherever feasible and practical. 6. The pavement return at roadway intersections shall have a minimum radius of 25 -feet. 7. On cul-de-sac roadways longer than 600 -feet, in locations to be determined by the Authority Having Jurisdiction, but at intervals of approximately 600 feet, driveway intersections with roadways shall be constructed in accordance with the minimum dimensions for the turn -around of emergency vehicles, to meet the standards of the Authority Having Jurisdiction. Note: These Road Design Standards also assume the following conditions: 8. All Structures in excess of 500 square feet are sprinklered in accordance with NFPA 13, NFPA 13R and NFPA 13D or as otherwise required by the Authority Having Jurisdiction (AHJ). 9. No on -street parking is allowed on any roadway. 10. Fire Hydrants are provided in accordance with Appendix C of the International Fire Code (IFC) adopted by the Authority Having Jurisdiction at the time of construction. 11. Fire Hydrants will meet the fire -flow requirements of Appendix B of the IFC adopted by the Authority Having Jurisdiction at the time of construction, with the 50% reduction as allowed in Section B105.2 for sprinklered structures. 12. Vegetation management and manipulation is performed on the site in accordance with the standards imposed by the Authority Having Jurisdiction. 13. In order to accommodate the longer cul-de-sac roadways, the water distribution system shall be designed and constructed in accordance with the Water Distribution System and Fire Protection Design Standards provided below. C. CUL-DE-SAC STANDARDS (Mountain Lot District Only) The following cul-de-sac design standards shall apply to all cul-de-sac (dead-end) roadways within the Mountain Lot District of Spring Valley Ranch PUD unless otherwise approved by the Authority Having Jurisdiction. 1. All dead-end roads shall conform to cul-de-sac standards and requirements. 2. The end of all cul-de-sac roadways shall be provided with a turn -around having a minimum radius to the outside edge of the driving surface of 45 feet. Page 27 of 30 3. On cul-de-sac roadways longer than 600 -feet, in locations to be determined by the Authority Having Jurisdiction, but at intervals of approximately 600 feet, driveway intersections with roadways shall be constructed in accordance with the minimum dimensions for the turn -around of emergency vehicles, to meet the standards of the Authority Having Jurisdiction. 4. In order to accommodate the longer cul-de-sac roadways, the water distribution system shall be designed and constructed in accordance with the Water Distribution System and Fire Protection Design Standards provided below. D. WATER DISTRIBUTION SYSTEM AND FIRE PROTECTION DESIGN STANDARDS The following water distribution system design standards shall apply to all zone districts within the Spring Valley Ranch P.U.D. The following fire protection design standards shall apply to all zone districts within the Spring Valley Ranch P.U.D. unless otherwise approved by the Authority Having Jurisdiction. 1. Roof coverings and exterior building materials shall be non-combustible or fire resistant materials as determined by the Authority Having Jurisdiction. 2. Fire hydrant spacing shall conform to Table C105.1 of the International Fire Code adopted by the Authority Having Jurisdiction at the time of construction. 3. All residences within the Mountain Lot district shall be provided with a fire hydrant within 100 -feet of the residence, which is to be installed in conjunction with the construction of the residence. 4. The final fire hydrant locations shall be approved by the Authority Having Jurisdiction. 5. All fire hydrants shall be capable of providing the minimum fire flows and duration within each zone district in conformance with Table B105.1 of the International Fire Code adopted by the Authority Having Jurisdiction at the time of construction. 6. All water storage tanks shall be sized to provide a minimum of two days' normal domestic water usage and the maximum amount of fire storage calculated from the fire flows and durations required by Table B105.1 of the International Fire Code adopted by the Authority Having Jurisdiction at the time of construction. 7. The water distribution system shall be looped wherever feasible and practical. 8. The minimum diameter of water main pipe shall be 8 -inches, except for fire hydrant laterals of less than 50 -feet in length. Fire hydrant laterals longer than 50 -feet shall be a minimum diameter of 8 -inches, with an 8 -inch by 6 -inch reducer immediately ahead of the fire hydrant. Page 28 of 30 9. The water distribution system shall be designed so that the maximum static pressure at a fire hydrant shall be 135 -psi, wherever practical and feasible. 10. All new structures having floor areas greater than 500 square feet shall be provided with automatic sprinkler systems in accordance with NFPA 13, NFPA 13R and NFPA 13D as applicable. The designs of all automatic sprinkler systems are to be approved by the Authority Having Jurisdiction. 11. The fire station shall be constructed in the Light Industrial Zone District at the time to be determined by the Authority Having Jurisdiction. 12. Year-round fire department access shall be provided to surface water at the proposed irrigation reservoirs within the project as the area around each reservoir is platted. As part of the appropriate final plat improvements, each reservoir shall be provided with dry hydrants for fire department access and connection. 13. All structures detached from the primary residence shall be separated from other structures in accordance with the International Fire Code adopted by the Authority Having Jurisdiction at the time of construction. 14. All residential structures shall have no more than two stories above the ground surface and shall be not more than 25 -feet in height based on Garfield County building height standards. 15. Vegetation management and manipulation related to wildfire mitigation is to be performed on the site in accordance with the standards imposed by the Authority Having Jurisdiction. E. PROPOSED FINAL PLAT NOTES The following are proposed as notes appropriate for inclusion on final plats within the Spring Valley Ranch Planned Unit Development: 1. Certain building envelope locations may be subject to geologic and hydrologic conditions that require consideration in the design of structures at these locations. At the time of building permit application, all structures shall require the submittal of a site-specific soils and foundation investigation report addressing soils and geologic conditions, foundation design and drainage prepared by a registered professional engineer. All site construction shall be conducted in accordance with the engineer's recommendations. [See Condition 12.0 of Garfield County Commissioner's Resolution 2005-84.] 2. Prior to submittal for building permit on any portion of the Spring Valley Ranch PUD, Owners of individual parcels/ lots shall provide a site plan, a grading plan, a drainage plan and a site-specific foundation and geotechnical investigation report to the Design Review Board for Spring Valley PUD for the lot to be constructed upon. Subsequent to review and approval of the plans for development by the Design Review Board, the lot Owner shall then begin the building permit process with Garfield County. Page 29 of 30 3. All exterior lighting shall be the minimum amount necessary and all exterior lighting will be directed inward and downward, towards the interior of the subdivision, except that provisions may be made to allow for safety lighting that goes beyond the property boundaries. [See Condition 29.01 of Garfield County Commissioner's Resolution 2005- 84.] 4. Colorado is a right -to -farm state pursuant to C.R.S. § 35-3-101 et. seq. Landowners, residents and visitors must be prepared to accept the activities, sights, sounds and smells of Garfield County's agricultural operations as a necessary aspect of living in a County with a strong rural character and a healthy ranching sector. All must be prepared to encounter noises, odor, lights, mud, dust, smoke, chemicals, machinery on public roads, livestock on public roads, storage and disposal of manure, and the application by spraying or otherwise of chemical fertilizers, soil amendments, herbicides and pesticides, any one or more of which may naturally occur as a result of legal and non -negligent agricultural operations. [See Condition 29.02 of Garfield County Commissioner's Resolution 2005- 84.] 5. All owners of land, whether ranch or residence, have obligations under State law and County regulations with regard to the maintenance of fences and irrigation ditches, controlling weeds, keeping livestock and pets under control, using property in accordance with zoning, and other aspects of using and maintaining property. Residents and landowners are encouraged to learn about these rights and responsibilities and act as good neighbors and citizens of the County. A good introductory source for such information is "A Guide to Rural Living & Small Scale Agriculture" put out by the Colorado State University Extension Office in Garfield County. [See Condition 29.03 of Garfield County Commissioner's Resolution 2005-84.] 6. No new wood burning open hearth fire places shall be allowed within the development. One solid fuel burning stove, as defined in CRS Sec. 25-7-401 et seq. and regulations promulgated there under, is allowed in each dwelling unit. Page 30 of 30 SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 1 0 Cabin Lots April 2014 20 Months after Start of Construction 0 Estate Lots 0 Ranch Lots 1 Pasture Lots 1 Sales Office 1 Gate House 2 Open Space Parcels Phase 2 22 Cabin Lots April 2019 depending on economic and marketing conditions 20 Months after Start of Construction 26 Estate Lots 9 Ranch Lots 0 Pasture Lots 4 Open Space Parcels 1 Light Industrial Parcel Fire Station in accordance with the requirements of the AHJ Emergency Access Road extended along the alignment of Highgrange Pass to the Landis Creek entrance at CR115 in accordance with the requirements of the AHJ CR114 Improvements: From Road Centerline Station 160+00 as depicted on Sheet R41 of Exhibit 26 near CMC to the Main Project Entrance Phase 3 21 Cabin Lots 2019 depending on economic and marketing conditions 20 Months after Start of Construction 39 Estate Lots 17 Ranch Lots 0 Pasture Lots 1 Mountain Lot 3 Open Space Parcels Phase 4 10 Cabin Lots 2019 depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 0 Ranch Lots 0 Pasture Lots 4 Village Center Parcels 2 Open Space Parcels MARCH 2007 PAGE 1 OF 5 SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 5 55 Cabin Lots 2021 depending on economic and marketing conditions 20 Months after Start of Construction 8 Estate Lots 14 Ranch Lots 0 Pasture Lots 3 Open Space Parcels Emergency Access Roads extended along the alignments of Ouray Trail and Sapinero Trail to Highgrange Pass in accordance with the requirements of the AHJ Phase 6 32 Cabin Lots 2022 depending on economic and marketing conditions 20 Months after Start of Construction 33 Estate Lots 19 Ranch Lots 0 Pasture Lots 3 Open Space Parcels CR115 Improvements: From CR114 to the Landis Creek Entrance to the Project Phase 7 14 Cabin Lots 2029 depending on economic and marketing conditions 20 Months after Start of Construction 23 Estate Lots 16 Ranch Lots 0 Pasture Lots 3 Open Space Parcels Phase 8 38 Cabin Lots 2030 depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 9 Ranch Lots 0 Pasture Lots 1 Open Space Parcels CR114 Improvements: From the End of the Phase 1 Improvements near CMC to the Intersection with State Hwy 82 Phase 9 0 Cabin Lots 2031 depending on economic and marketing conditions 20 Months after Start of Construction 8 Estate Lots 26 Ranch Lots 0 Pasture Lots 1 Open Space Parcels 1 Utility Parcel Phase 10 0 Cabin Lots 2032 depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 6 Ranch Lots 0 Pasture Lots 0 Open Space Parcels MARCH 2007 PAGE 2 OF 5 SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Mountain Phase 1 11 Mountain Lots 2022 depending on economic and marketing conditions 20 Months after Start of Construction MARCH 2007 PAGE 3 OF 5 SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Mountain Phase 2 11 Mountain Lots 2023 depending on economic and marketing conditions 20 Months after Start of Construction Emergency Access Road through Ranch Phase 3 and down Landis Creek (see Note 2) Mountain Phase 3 10 Mountain Lots 2024 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 4 15 Mountain Lots 2025 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 5 16 Mountain Lots 2026 depending on economic and marketing conditions 17 Months after Start of Construction Mountain Phase 6 6 Mountain Lots 2027 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 7 5 Mountain Lots 2028 depending on economic and marketing conditions 20 Months after Start of Construction MARCH 2007 PAGE 4 OF 5 SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Mountain Phase 8 3 Mountain Lots 2029 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 9 3 Mountain Lots 2030 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 10 3 Mountain Lots 2031 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 11 8 Mountain Lots 2032 depending on economic and marketing conditions 17 Months after Start of Construction Note: The estimated start date for Phase 1 of April 2008 is based on the assumption that the Final Plat for Phase 1 will be approved prior to April 2008. In the event that the Final Plat for Phase 1 is not approved prior to April 2008, then the start date for Phase 1 will be the April following the Final Plat approval. In this event, the adjustment of the start dates for each subsequent phase shall be adjusted accordingly to correspond to the difference between the estimated start date for Phase 1 of April 2008 and the actual start date for Phase 1 based on the date of approval of the Final Plat for Phase 1. MARCH 2007 PAGE 5 OF 5 AMENDED AND RESTATED DEVELOPMENT AGREEMENT SPRING VALLEY RANCH PLANNED UNIT DEVELOPMENT THIS AGREEMENT, is made and entered into between the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF GARFIELD, a body politic and corporate (the "County"), SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company ("Developer"), and SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation (the "HOA"). The County, Developer, and the HOA may hereinafter be referred to collectively as the "Parties". WITNESSETH: A. Developer is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 1 ("Developer's Property"). The HOA is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 2 ("HOA Property"), which property was conveyed to the HOA by Developer for the purposes described in the Project Plans (defined below). The Developers Property and HOA Property are collectively referred to as the "Property." B. By Resolution No. 2008-55, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747015, and corrected by Resolution No. 2010-38, the Garfield County Board of County Commissioners (the "Board") approved the Spring Valley Ranch Planned Unit Development (the "SVR PUD"). The SVR PUD contemplates residential and commercial uses with significant active and passive open space areas (the "Project"), as documented in Resolution 2010-38, recorded in the real property records of Garfield County as Reception No. 786992 and incorporated by this reference. C. By Resolution No. 2008-56, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747016, the Board approved the Preliminary Plan for the SVR PUD (the "SVR Preliminary Plan"). D. By Resolution No. 2012-95, which was approved in a public hearing before the Garfield County Board of County Commissioners on November 13, 2012, the Development Agreement was amended to include 21 phases, dates of completion, and the HOA property description. E. The SVR PUD and SVR Preliminary Plan contemplate 21 separate phases of development for the Project, wherein each phase will require final plat approval. F. The SVR PUD and SVR Preliminary Plan provide that the first phase of development of the Project will consist of one parcel (P-1) owned by Developer, on which is 1 located an existing dwelling unit, and the HOA Property, which consists of open space and limited entryway improvements ("Phase 1"). Developer does not plan, and Phase 1 does not contemplate, any new dwelling units. The County and the Developer recognize that this configuration represents a unique factual situation that does not create or imply any precedents for other developments in the County. G. The SVR PUD provides that the start of construction for each Phase 1s based on the date of approval of the final plat for Phase 1 (the "Phase 1 Final Plat"); provided, however, that the final plats for all phases of the Project are approved no later than 15 years after the date of approval of the Phase 1 Final Plat (the "Phasing Plan"). H. By motion, dated July 21, 2008, the Board approved an extension of not more than one year for Developer to commence development of the Project or submit an application for the Phase 1 Final Plat (the "Approved Extension"). I. Developer submitted a complete application for the approval by the County of the Phase 1 Final Plat in the time period allowed by the Approved Extension and has, contemporaneously herewith, brought the Phase 1 Final Plat before the Board for final approval. The County has considered and approved the application for approval of the Phase 1 Final Plat and the request to approve this Development Agreement, after notice and public hearing as required by law, and pursuant to the requirements of Section 5-305 of the Garfield County Land Use Resolution of 2008 (the "LUR"). The County finds and determines that the Phase 1 Final Plat constitutes a "Site Specific Development Plan," as that term is defined in C.R.S. § 24-68- 102(4)(a) and Section 1-202(8) of the LUR. J. The Vested Property Rights Statute C.R.S. §§ 24-68-101 et seq. (the "Statute") and the LUR provide for the establishment of vested property rights in order to advance the purposes stated therein, and authorize the County to enter into development agreements with landowners providing for vesting of property development for periods greater than three years. K. Development of the Property in accordance with the SVR PUD, SVR Preliminary Plan, Phase 1 Final Plat, and such future final plats that are approved for the various phases of the Project (collectively, the "Project Plans") will provide for orderly, well planned growth in accordance with the policies and goals stated in the Garfield County Comprehensive Plan, provide significant trails and open space, promote diversity of housing stock, ensure reasonable certainty and stability in the land use planning process, stimulate economic growth within the County, and otherwise achieve the goals and purposes of the Statute and LUR. L. Development of the Property will also require substantial investments in infrastructure improvements and public facilities, both on the Property and outside the Property, which will serve the needs of the Property and the County. Such investments can be supported only with assurances that development of the Property can proceed to ultimate completion as provided in the Project Plans and this Agreement. M. In exchange for the foregoing benefits and other benefits to the County contemplated by this Agreement, together with the public benefits served by orderly and well planned development of the Property, Developer desires to receive vested property rights in the Project Plans in accordance with this Agreement. N. In addition, and notwithstanding the foregoing recitals, in light of the current difficulties and volatility of the national housing and lending market, it may not be prudent for Developer to undertake the large expenditures of funds necessary to commence development of Phase 2 and subsequent phases within the time frame set forth in the Phasing Plan. In the event Developer decides not to commence development of phases subsequent to Phase 1 within the time frame set forth in the Phasing Plan or otherwise does not comply with the Phasing Plan, Developer seeks the County's assurance that it will undertake the procedures necessary to return the Property to its prior configuration and rezone the Property from PUD to a zone district that meets the requirements of law. In such event, Developer further seeks the HOA's assurance that it will re -convey the HOA Property back to Developer for the purpose of effectuating the return of the Property to its prior configuration. O. The mutual promises, covenants, and obligations contained in this Agreement are authorized by the statutes of the State of Colorado and the laws of the County. NOW, THEREFORE, in consideration of the promises cited above and the mutual covenants and promises contained herein. the sufficiency of which is acknowledged, the County and Developer agree as follows: 1. Incorporation of Recitals. The Parties agree that the aforesaid recitals are true and correct, and those recitals are hereby incorporated into the body of this Agreement. 2. General Provisions. (a) Scope. The terms and conditions of this Agreement shall apply to the Property. (b) Phasing. Construction of the Project is anticipated to occur in up to 21 phases, with Phase 1 being the initial phase of the Project, and construction of subsequent phases occurring in accordance with the Phasing Plan set forth in the SVR PUD. 3. Vesting of Certain Property Rights. The County and Developer hereby agree that Developer shall have a vested property right to the extent provided in this Agreement to undertake and complete development and use of the Property. (a) Intent of Vesting System. The vesting system set forth in this Section 3 balances the County's obligation to protect the public health, safety and welfare of the community and its desire to facilitate the highest quality development with Developer's private property rights and Developer's need to rely on County approvals to achieve an economically viable project. (b) Overview of Vesting System. (i) Nature of Vested Rights. During the term of vested rights set forth in Section 3(d) below, Developer will have the right to develop uses at such densities and in the general locations on the Property described in the approved Project Plans. Upon County approval of any future final plats that are approved for the various phases of the Project, such plats shall automatically be entitled to the same vested rights as have been granted herein for the same period of vesting which remains under this Agreement. (c) Rights That Are Vested. The rights identified herein or as may hereafter be acquired by operation of any state or local vested property rights law shall constitute vested property rights under this Agreement and shall not be taken by the County without just compensation. These rights include the following: (i) No Downzoning. The maximum number of residential dwelling units and acres for residential use, and the total gross acres for non-residential uses, as set forth in the Project Plans are hereby vested. (ii) Uses, Densities and Locations. The right to develop the Property in accordance with the uses, densities, and general locations set forth in the Project Plans is hereby vested. (iii) Site Development Standards. The right to develop the Property in accordance with the design standards, development standards, and terms and conditions set forth in the Project Plans and the resolutions of the Board approving the same is hereby vested. (iv) Timing of Development. The right to commence and complete development of the Property at such time in such order and at such rate as set forth in the Phasing Plan of the SVR PUD. This provision of this Agreement supersedes any County rules or regulations that require development to be commenced or completed in any specific time frame. (v) Subsequent Approvals. The right to receive all County approvals necessary for development of the Project provided that subsequent final plat submittals or applications for other approvals comply with this Agreement and the -Project Plans, and all applicable standards and regulations, including then -current duly -adopted, generally applicable regulations. (vi) Site Specific Development Plan. As to the matters vested under this Agreement and the Project Plans, including any future final plats that are approved by the County for the various phases of the Project, shall be considered a site-specific development plan for the purposes of the Statute and Sections 1- 201 and 1-202 of the LUR. The following statement is provided to satisfy the requirements of Section 4-502(H)(2) of the LUR: Approval of this plan shall create a vested property right pursuant to article 68 of title 24, C.R.S. as amended. (d) Term of Vested Rights. In recognition of the size of the Project contemplated by this Agreement and the Project Plans, the time required to complete the Project, the need to proceed in phases, and varying economic cycles and market conditions likely to occur during the course of development of the Project, the County agrees that the rights identified as vested rights in this Section 3 shall be vested for a period of 15 years from the effective date of the County's approval of this Agreement. (e) Adoption, Notice and Effective Date. The County has adopted this Development Agreement as a legislative act subject to referendum, as required by C.R.S. § 24-68-104(2). As set forth in and required by C.RS. § 24-68-1 03(c), within 14 days from the date hereof, the County shall cause to be published in a newspaper of general circulation within the County, a notice advising the general public of the approval of the Phase 1 Final Plat as a Site Specific Development Plan and the creation of vested property rights pursuant to this Development Agreement and C.RS. §§ 24-68-101 et. seq. The effective date of the County's approval of this Development Agreement shall be the date of said publication. 4. No Obligation to Develop. Notwithstanding anything to the contrary contained in this Agreement and the Project Plans, Developer shall have no obligation to develop all or any portion of the Property, except as set forth in the Subdivision Improvements Agreement for Phase 1 as the same may be amended. In the event Developer does not commence development of Phase 2 within the time frame set forth in the Phasing Plan and described below, the terms of this Section 4 shall apply. (a) In accordance with the Phasing Plan, the date for start of construction for Phase 1 shall be April 2011. Therefore, according to the Phasing Plan, the start of construction for Phase 2 must commence by April 2017. (b) At any time before April 1, 2017, the Developer may notify the County and the HOA of its intent not to proceed with the development of Phase 2 and subsequent phases. In such event, the Developer may withdraw the Project Plans in accordance with the procedure in Section 12-103(E) of the LUR. (c) In the alternative, the County and Developer agree that the Developer shall be in violation of the Phasing Plan on April 1, 2017 if the Developer does not file with the County an application for approval of a final plat for Phase 2 on or before March 31, 2017, by notice to the Developer and the HOA. (d) As soon as practicable after the effective date of the withdrawal of the Project Plans described in Section 4(b) above, or the violation of the Phasing Plan described in Section 4(c) above, the Developer may undertake and the County will consider the procedures necessary to return the Property to the configuration that existed prior to the approval of the Phase 1 Final Plat, in accordance with the procedures set forth in 30-28-139, C.R.S. and Section 12-106 of the LUR. As part of such process and immediately upon request of the Developer, the HOA shall convey the HOA Property to Developer, by good and sufficient general warranty deed, free and clear of all liens and encumbrances. Concurrently therewith, if requested by the Developer, the County shall undertake the procedures necessary to rezone the Property from PUD to a zone district that meets the requirements of law. Nothing in this Agreement shall be construed to require any particular action by the BOCC on any such rezoning request. (e) Completion of the procedures described in Section 4(b) and (d) above, including any appeals thereof, shall constitute a forfeiture of the vested rights set forth in this Agreement. In such event, the County may memorialize the forfeiture of the vested rights set forth in this Agreement by resolution or other appropriate vehicle. In such event, the Developer waives any right to notice and hearing pursuant to Section 12- 103(F) and waives all rights pursuant to Section 12-107 of the LUR. (f) In addition to undertaking the procedures set forth in this Section 4, the County reserves all of its rights, including but not limited to rights of enforcement, at law or in equity with respect to the Project Plans, and including but not limited to the right to enforce the terms of this Agreement or forfeit the rights conferred by this Agreement in accordance with law. Except as expressly set forth in this Section 4, the Developer reserves all of its rights at law or in equity with respect to the Project Plans and any action of the County with respect thereto, including but not limited to the right to enforce the terms of this Agreement. 5. Severability. If any provisions or parts of this Agreement are judged unenforceable or invalid, to the extent practicable, such judgment shall not affect, impair, or invalidate the remaining parts of this Agreement, the intention being that the various parts and provisions hereof are severable. 6. Recording of Agreement. This Agreement shall be recorded with the Garfield County Clerk and Recorder at Developer's expense and shall be a covenant running with and against all the property, property rights, and improvements contained within the Property described in Exhibits 1 and 2. in order to put prospective owners, purchasers, successors, assigns, and others acquiring any interest in the Property on notice as to the terms and obligations herein. 7. Binding Effect. Unless otherwise provided herein, this Agreement shall be binding upon Developer's heirs, successors, assigns, transferees, and any other person or entity acquiring or purchasing any interest in any of the Property . 8. Notice. Any notice to Developer or the County, which may be given under the terms of this Agreement, shall be in writing and shall be deemed sufficiently given when sent certified U.S. Mail and first class mail, postage prepaid, addressed as follows: TO DEVELOPER: Spring Valley Holdings, LLC Attn: Stephanie Zimmerman Seligman Western Enterprises, Ltd. One Towne Square, Suite 1913 Southfield, MI 48076 Phone:248-351-4876 TO THE HOA: Spring Valley Ranch Community Master Association, Inc. Attn: P.O. Box 1146 4000 County Road 115 Glenwood Springs, CO 81602 Phone: 415.658.2889 TO THE COUNTY: Garfield County Board of County Commissioners Attn: Community Development Director 108 Eighth Street, Suite 401 Glenwood Springs, CO 81601 Phone: 970.945.8212 Fax: 970.384.3470 The Parties shall provide notice of any change in the above -referenced information. 9. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado 10. Counterparts. This Agreement may be executed in counterparts, each of which will constitute one and the same instrument. IN WITNESS WHEREOF, and agreeing to be fully bound by the terms of this Agreement, the Parties have set their hands below on this day of , 20 , DEVELOPER: SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company By: Name: Its: ASSOCIATION: SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation By: Name: Its: COUNTY: By: Name: Its: Chairman ATTEST: By: Clerk of the Board EXFIIBIT 1 DEVELOPER'S PROPERTY LEGAL DESCRIPTION OF DEVELOPER'S PROPERTY A parcel of land located in Sections 14, 15, 16, 20, 21, 22, 23, 26, 27, 28, 29, 32, 33, and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Northwest Corner of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°16'08" E 2627.19 feet along the north line of said Section 20 to the North Quarter Corner of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°15'48" E 2625.91 feet along the north line of said Section 20 to the Northeast Corner of said Section 20 being a 2-1/2 inch GLO Brass Cap found in place said corner also being on the west line of said Section 16; thence N 00°00'14" W 2631.77 feet along the west line of said Section 16 to the East Quarter Corner of Section 17, T. 6 S., R. 88 W., 6th P.M. being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°08'04" W 340.70 feet continuing along the west line of said Section 16 to the West Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'47' E 1047.99 feet continuing along the west line of said Section 16 to the southwest comer of a parcel of land described in Book 795, Page 980 in the office of the Garfield County Clerk and Recorder; thence the following three courses along the boundary of said parcel described in Book 795, Page 980: 1. thence N 89°16'47" E 334.10 feet; 2. thence N 03°35'47" E 252.06 feet; 3. thence N 88°27'52" W 349.87 feet to a point on the west line of said Section 16; thence N 00°01'47" E 977.15 feet along the west line of said Section 16 to the Northeast Corner of said Section 17 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'20" W 344.80 feet continuing along the west line of said Section 16 to the Northwest Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'15" E 2703.26 feet along the north line of said Section 16 to the North Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'09" E 2637.87 feet continuing along the north line of said Section 16 to the Northeast Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°58'17" E 2638.56 feet along the north line of said Section 15 to the North Quarter Comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place; thence S 89°59'36" E 1318.31 feet continuing along the north line of said Section 15 to the west line of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place whence the northeast comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears 5 89°59'36" E 1318.31 feet; thence S 00°00'09" E 1312.36 feet along the west line of the NE1/4NE1/4 of said Section 15 to the southwest comer of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence N 89°55'46" E 1317.67 feet along the south line of the NE1/4NE1/4 of said Section 15 to the southeast comer of the NEI/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 89°58'46" E 1320.64 feet along the north line of the SW1/4NW1/4 of said Section 14 to the northeast corner of the SW1/4NW1/4 of said Section 14 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 00°01'34" W 1312.94 feet along the east line of the S W 1 /4NW 1/4 of said Section 14 to the southeast comer of the SW1/4NW1/4 of said Section 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 00°01'19" E 2647.58 feet along the east line of the W1/2SW1/4 of said Section 14 to the southeast comer of the W1/2SW1/4 of said Section 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 89°59'40" E 1318.39 feet along the north line of said Section 23 to the North Quarter Comer of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00°05'23" E 5277.46 feet along the east line of the W1/2 of said Section 23 to the South Quarter Corner of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00°00'49" W 5529.94 feet along the east line of the W1/2 of said Section 26 to the South Quarter Corner of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°59'30" W 31.37 feet along the south line of said Section 26 to the North Quarter Corner of Section 35, T. 6 S., R. 88 W., 6th P.M., being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°41'15" W 1292.34 feet along the south line of said Section 26 to the southeast corner of Lot 14 of said Section 26 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence N 00°21'37" E 372.49 feet along the east line of said Lot 14, Section 26 to the northeast comer of said Lot 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence N 89°53'31" W 1611.72 feet along the north line of said Lot 14 to the northwest corner of said Lot 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 00°00'14" W 525.17 feet along the west line of said Lot 14 to the Southwest Comer of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°14'59" W 2647.44 feet along the south line of said Section 27 to the South Quarter Corner of said Section 27 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°17'11" W 1319.72 feet along the north line of said Section 34 to the northeast corner of the W 1 /2NW 1 /4 of said Section 34 being a 2-inch Aluminum Cap (P.E.L.S. 5933) whence the Northwest Comer of said Section 34 being a 2-1/2-inch GLO Brass Cap found in place bears N 89°17'11" W 1319.72 feet; thence S 00°05'58" E a distance of 2353.81 feet to a point on the northerly right-of-way of. Garfield County Road 115; thence the following three courses along the northerly right-of-way of said County Road 115: 1. thence 235.33 feet along the arc of a non tangent curve to the right having a radius of 639.07 feet, a central angle of 21°05'53", and the chord bears N 67°17'16" W a distance of 234.00 feet; 2. thence N 56°44'19" W a distance of 393.81 feet; 3. thence 166.52 feet along the arc of a tangent curve to the left having a radius of 310.00 feet, a central angle of 30°46'36", and the chord bears N 72°07'37" W a distance of 164.52 feet; thence departing said Garfield County Road 115 N 10°35'55" W a distance of486.06 feet; thence S 84°55'34" W a distance of 563.88 feet; thence S 16°02'33" W a distance of 630.62 feet to a point on the northerly right-of-way of said Garfield County Road 115; thence the following thirty courses along the northerly right-of-way of said County Road 115: 1. thence 168.86 feet along the arc of a non tangent curve to the right having a radius of 2141.07 feet, a central angle of 04°31'07", and the chord bears S 89°13'00" W a distance of 168.81 feet; 2. thence 159.12 feet along the arc of a tangent curve to the right having a radius of 170.00 feet, a central angle of 53°37'43", and the chord bears N 61°42'35" W a distance of 153.37 feet; 3. thence 460.26 feet along the arc of a tangent curve to the right having a radius of 699.53 feet, a central angle of37°41'54", and the chord bears N 16°02'47' W a distance of 452.01 feet; 4. thence N 02°48'10" E a distance of 238.01 feet; 5. thence 429.79 feet along the arc ofa tangent curve to the left having a radius of 912.82 feet, a central angle of 26°58'38", and the chord bears N 10°41'09" W a distance of 425.83 feet; 6. thence N 24°1027" W a distance of 644.62 feet; 7. thence 504.76 feet along the arc ofa tangent curve to the left having a radius of 809.79 feet, a central angle of 35°42'49", and the chord bears N 42°01'52" W a distance of 496.63 feet; 8. thence N 59°53'17" W a distance of 459.39 feet; 9. thence 167.17 feet along the arc ofa tangent curve to the right having a radius of 370.00 feet, a central angle of 25°53'11", and the chord bears N 46°56'42" W a distance of 165.75 feet; 10. thence N 34°00'06" W a distance of 1152.91 feet; 11. thence 1191.15 feet along the arc ofa tangent curve to the right having a radius of 2377.42 feet, a central angle of 28°42'24", and the chord bears N 19°38'54" W a distance of 1178.73 feet; 12. thence 245.56 feet along the arc ofa tangent curve to the left having a radius of 430.00 feet, a central angle of 32°43'14", and the chord bears N 21°39'19" W a distance of 242.24 feet; 13. thence 376.29 feet along the arc of a tangent curve to the right having a radius of 1361.75 feet, a central angle of 15°49'57", and the chord bears N 30°05'57" W a distance of 375.10 feet; 14. thence N 22°10'58" W a distance of 307.62 feet; 15. thence 580.97 feet along the arc of a tangent curve to the left having a radius of 654.56 feet, a central angle of 50°51'15", and the chord bears N 47°36'36" W a distance of 562.09 feet; 16. thence N 73°02'14" W a distance of 636.67 feet; 17. thence 351.46 feet along the arc ofa tangent curve to the right having a radius of 766.12 feet, a central angle of 26°17'03", and the chord bears N 59°53'42" W a distance of 348.38 feet; 18. thence N 46°45'10" W a distance of 235.64 feet; 19. thence 181.70 feet along the arc of a tangent curve to the left having a radius of 407.41 feet, a central angle of 25°33'14", and the chord bears N 59°31'47" W a distance of 180.20 feet; 20. thence N 72°18'24" W a distance of 432.60 feet; 21. thence 264.71 feet along the‘arc ofa tangent curve to the right having a radius of 420.00 feet, a central angle of 36°06'40", and the chord bears N 54°15'04" W a distance of 260.35 feet; 22. thence 202.78 feet along the arc ofa tangent curve to the right having a radius of 933.47 feet, a central angle of 12°26'47", and the chord bears N 29°58'21" W a distance of 202.38 feet; 23. thence N 23°44'57" W a distance of 73.66 feet; 24. thence 691.16 feet along the arc ofa tangent curve to the left having a radius of 1111.34 feet, a central angle of 35°38'00", and the chord bears N 4I°3357" W a distance of 680.07 feet; 25. thence N 59°22'57" W a distance of 217.30 feet; 26. thence 332.51 feet along the arc ofa tangent curve to the left having a radius of 930.00 feet, a central angle of 20°29'08", and the chord bears N 69°37'3I" W a distance of 330.75 feet; 27. thence N 79°52'05" W a distance of 452.89 feet; 28. thence 416.54 feet along the arc of a tangent curve to the right having a radius of 5288.82 feet, a central angle of 04°30'45", and the chord bears N 77°36'43" W a distance of 416.43 feet; 29. thence 250.87 feet along the arc of a curve to the right having a radius of 5288.82 feet, and a central angle of 02°43'04", and the chord bears N 73°59'48" W a distance of 250.84 feet; 30. thence N 72°38'16" W 1244.87 feet to a point on the accepted east line of Lot 4 of said Section 20 whence the southeast corner of a parcel of land recorded under reception number 467225 in the office of the Garfield County Clerk and Recorder being a 2 -inch Aluminum Cap (P.E.L.S. 5933) and accepted as a point on the east line of said Lot 4 bears S 01°51'02" W 9.41 feet; thence N 01°51'02" E 490.79 feet along the accepted east line of said Lot 4 to the northeast comer of said Lot 4 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 88°18'52" W 1429.59 feet along the north line of said Lot 4 and Lot 3 of said Section 20 to the northwest comer of said Lot 3 being a 2 -inch Aluminum Cap (P.E.L.S. 5933) whence the Southwest Corner of said Lot 20 being a 2-1/2 inch Aluminum Cap (P.L.S. 27929) found in place bears S 00°06'31" E 1008.11 feet; thence N 00°06'31" W 1630.93 feet along the west line of said Section 20 to the West Quarter Comer of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 00°04'12" E 2632.88 feet along the west line of said Section 20 to the Northwest Corner of said Section 20 being the POINT OF BEGINNING containing 5198.85 acres more or less, prior to the following excepted parcel: EXCEPTING THE FOLLOWING PARCEL: Section 15 Exception: A parcel of land being the Northwest Quarter of the Southwest Quarter of Section 15, Township 6 South Range 88 West, of the Sixth Principal meridian, said parcel being further described as follows: Beginning at the West Quarter corner of said Section 15 being a 2-I/2 inch GLO Brass Cap found in place, thence N 89°51'07" E 1323.59 feet along the North line of the NW I/4SW 1 /4 of said Section 15 to the northeast comer of the NW1/4SW1/4 of said Section 15; thence S 00°01'49" E 1540.50 feet along the East Inc of the NW 1/4SW 114 of said Section 15 to the Southeast Corner of the NW I/4SW 114; thence S 89°58'25" W 1323.59 feet along the south line of the NW I/4SW 1 /4 of said Section 15 to the southwest corner of the NW I /4SW 1/4 of said section 15; whence the Southwest Comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 00°01'49" E 1537.70 feet; thence N 00°01'49" W 1537.70 feet along the west line of the NW1/4SW1/4 of said section 15 to the northwest corner of the NW1/4SW1/4 of said section 15 being the POINT OF BEGINNING containing 46.76 acres more or less. The total area minus the exception parcel is 5,152.09 acres more or less. ALONG WITH: A parcel of land located in Sections 33 and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Quarter Corner common to said Sections 33 and 34 being a 2 -inch Aluminum Cap (P.E.L.S 5933) thence N 88°27'45" W a distance of 551.40 feet along the south line of the NEI/4 of said Section 33 to a point on the southerly right-of-way of Garfield County Road 114; thence along the southerly right-of-way of said Garfield County Road 114 the following two courses: 1. thence N 40°27'03" E a distance of 70.18 feet; 2. thence 388.21 feet along the arc of a tangent curve to the right having a radius of 470.00 feet, a central angle of 47°19'32", and the chord bears N 64°06'49" E a distance of 377.27 feet to a point on the southerly right-of-way of Garfield County Road 115; thence the following four courses along the northerly right-of-way of said Garfield County Road 115: 1. thence 766.87 feet along the arc of a tangent curve to the left having a radius of 2201.07 feet, a central angle of 19°57'44", and the chord bears N 77°47'43" E a distance of 763.00 feet; 2. thence 241.93 feet along the arc of a tangent curve to the right having a radius of 250.00 feet, a central angle of 55°26'50", and the chord bears S 84027'44" E a distance of 232.60 feet; 3. thence S 56°44'19" E a distance of 393.81 feet; 4. thence 270.44 feet along the arc of a tangent curve to the left having a radius of 699.07 feet, a central angle of 22°09'54", and the chord bears S 67°49'16" E a distance of 268.75 feet to a point on the east line of the W 1/2NW 1 /4 of said Section 34; thence S 00°05'58" E a distance of 50.95 feet along the east line of the W1/2NW1/4 of said Section 34 to the southeast corner of the W 1/2NW 1/4 of said Section 34 being a 2 -inch aluminum cap (P.E.L.S 5933); thence S 89°51'39" W a distance of 1389.27 feet along the south line of the W1/2NW1/4 of said Section 34 to the point of beginning; containing 10.95 acres more or less. The combined area of the above described two parcels and excluding the five exception parcels is 5,163.04 acres more or less. EXHIBIT 2 HOA PROPERTY • OSP Parcel A • OSP Parcel B • OSR Parcel A • OSR Parcel B of Phase 1, Spring Valley Ranch PUD, Garfield County, Colorado, according to the Amended Plat thereof filed with the Garfield County Recorder as Reception No. 828064 Karp_Neu_HAanlYonw Karl J. Hanlon kih@mountainlawfirm.com mountainlawfirm.com December 28, 2016 Sander N. Karp* James S. Neu Karl J. Hanlon Michael J. Sawyer James F. Fosnaught Jeffrey J. Conklin Andrew A. Mueller * Fellow of Nie College of Labor and Employment Lawyers Hand Delivery David Pesnichak, AICP Community Development Department Garfield County 108 8th Street, Suite 401 Glenwood Springs, CO 81601 Matthew L. Trinidad Patrick L. Barker Jon T. Hoistad Delphine F. Janey Of Counsel Richard I. Zuber** Anna S. Itenberg Greg S. Russi Mollie L. Wieland ** Fellow of the American Academy of Matrimonial Lingers Glenwood Springs Office 201 14th Street, Suite 200 P. O. Drawer 2030 Glenwood Springs, CO 81602 Aspen Office*** 323 W. Main Street, Suite 301 Aspen, CO 81611 Montrose Once *** 1544 Oxbow Drive, Suite 224 Montrose, CO 81402 Telephone: (970) 945-2261 Facsimile: (970) 945-7336 www.mountainlawfirm.com ***A!! correspondence should be sent to the Glenwood Springs office Re: Response to NTC Letter Spring Valley Ranch — Vested Rights and Phasing Plan Amendment Garfield County File Number PUAA-10-16-8493 Dear David: Thank you for your letter regarding Spring Valley Holdings' application for a vested rights and phasing plan amendment for Spring Valley Ranch. The following addresses the numbered items in your October 31, 2016, letter. SSDP, Vested Rights and Applicable County Code: 1. According to the Development Agreement signed on September 7, 2010, Spring Valley obtained Vested Rights pursuant to Article 68 of Title 24, C.R.S. and the County Land Use Resolution in place at the time of approval. According to this Article (C. R. S. 24-68-102.5(1)): Except as otherwise provided irr subsection (2) of this section, an application jbr approval of a site specific development plan as well as the approval, conditional approval, or denial of approval of the plan shall be governed only by the duly adopted laws and regulations in effect at the time the application is submitted to a local government. For purposes of this section, ''laws and regulations" includes any zoning law of general applicability adopted by a local government as well as any zoning or development regulations' that have previously been adoptedfor the particular parcel described in the plan and that remain in effect tit the time of the application for approval of the plan. At the time Spring Valley Ranch vested their property rights, the County was under the Unified Land Use Resolution of 2008 (UL UR), not the current Land Use and Development Code of 2013 (LUDC). As a result, any amendments to the Development Agreement or Karp_Neu_HAaonlo l Spring Valley Ranch Vesting Rights and Phasing Plan Amendment Garfield County File Number PUAA-10-16-8493 Page 2 Phasing Plan appear to fall under the parameters of the UL UR. However, the application has been prepared for the LUDC requirements. Please address this issue of the appropriate vested Code as it will impact the process for which the application is processed. Upon review of the 2008 ULUR and the 2013 LUDC it does appear that 2008 ULUR may apply. Regardless of whether the 2008 ULUR applies the application materials requested in the Pre - Application Conference Summary have been provided. If the Director determines the 2008 ULUR applies the Applicant requests that an updated Pre -Application Conference Summary be issued to help clarify any additional materials being requested or changes to the review process. Development Agreement and Phasing Schedule: 2. Development Agreement: a, It is understood that the submitted Development Agreement is a restatement of the Development Agreement for Spring Valley Ranch Planned Unit Development recorded at Reception Number 793248. Please provide a redline copy of this draft Development Agreement. Please see attached redline and clean copies of the draft development agreement. b. It is unclear whether the proposal is to extend the Vested Rights timeframe from 15 years to a longer length of time or to restart the 15 year Vested Rights timeframe over again. The draft Development Agreement did not change the Vested timeframe from the 15 years as was originally approved. While it appears that the Board may extend the Vested timeframe according to the ULUR, starting the Vested timeframe clock over again would be a more difficult hurdle. Applicant seeks only to extend the vested rights by five (5) years consistent with the revised Phasing Plan. 3. Phasing Schedule: a. Please provide a redline version of the proposed Phasing Schedule. Please see attached redline copy of the proposed Phasing Schedule. b. The submitted Project Description states that "the Applicant is requesting a specific language change from the approved Resolution 2010-38, Exhibit D — Phasing Schedule." However, this Phasing Schedule was replaced in 2012 under Resolution 2012-95 which included changes to both the elements in each Phase and the Start of Construction date. As a result, any amendments to this Phasing Schedule should be from the most current version adopted in 2012. Please provide an Karp_Neu_HAanlonm Spring Valley Ranch Vesting Rights and Phasing Plan Amendment Garfield County File Number PUAA-10-16-8493 Page 3 updated Project Description and Phasing Schedule based on the approved 2012 approval. Please see attached proposed Phasing Schedule (both redlined and clean). c. The Project Description letter states that "The Applicant is requesting modification of the Phasing schedule associated with both the approved PUD for Springs Valley Ranch by adding 5 years to the estimated start of construction dates." However, a review of the proposed Phasing Schedule when compared to the approved Phasing Schedule from Resolution 2012-95 show inconsistent extensions for each phase. Please explain this discrepancy between the request letter and the proposed Phasing Schedule. The correct changes are now incorporated into the redlined 2012 phasing schedule. KJH:ap Enclosures cc: Client Very truly yours, KARP NEU HANLON, P.C. 1�.yia on AMENDED AND RESTATED DEVELOPMENT AGREEMENT SPRING VALLEY RANCH PLANNED UNIT DEVELOPMENT THIS AGREEMENT, is made and entered into between the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF GARFIELD, a body politic and corporate (the "County"), SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company ("Developer"), and SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation (the "HOA"). The County, Developer, and the HOA may hereinafter be referred to collectively as the "Parties". WITNESSETH: A. Developer is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 1 ("Developer's Property"). The HOA is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 2 ("HOA Property"), which property was conveyed to the HOA by Developer for the purposes described in the Project Plans (defined below). The Developer's Property and HOA Property are collectively referred to as the "Property." B. By Resolution No. 2008-55, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747015, and corrected by Resolution No. 2010-38, the Garfield County Board of County Commissioners (the "Board") approved the Spring Valley Ranch Planned Unit Development (the "SVR PUD"). The SVR PUD contemplates residential and commercial uses with significant active and passive open space areas (the "Project"), as documented in Resolution 2010-38, recorded in the real property records of Garfield County as Reception No. 786992 and incorporated by this reference. C. By Resolution No. 2008-56, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747016, the Board approved the Preliminary Plan for the SVR PUD (the "SVR Preliminary Plan"). D. By Resolution No. 2012-95, which was approved in a public hearing before the Garfield County Board of County Commissioners on November 13, 2012, the Development Agreement was amended to include 21 phases, dates of completion, and the HOA property description. DQE. The SVR PUD and SVR Preliminary Plan contemplate eleven (11)twenty-one (21) separate phases of development for the Project, wherein each phase will require final plat approval. EBF. The SVR PUD and SVR Preliminary Plan provide that the first phase of development of the Project will consist of one parcel (P-1) owned by Developer, on which is 1 located an existing dwelling unit, and the HOA Property, which consists of open space and limited entryway improvements ("Phase 1 "). Developer does not plan, and Phase 1 does not contemplate, any new dwelling units. The County and the Developer recognize that this configuration represents a unique factual situation that does not create or imply any precedents for other developments in the County. FG. The SVR PUD provides that the start of construction for each phase is based on the date of approval of the final plat for Phase 1 (the "Phase 1 Final Plat"); provided, however, that the final plats for all phases of the Project are approved no later than fifteen (15) years after the date of approval of the Phase 1 Final Plat (the "Phasing Plan"). FF�H. By motion, dated July 21, 2008, the Board approved an extension of not more than one (1) year for Developer to commence development of the Project or submit an application for the Phase 1 Final Plat (the "Approved Extension"). I4 I. Developer submitted a complete application for the approval by the County of the Phase 1 Final Plat in the time period allowed by the Approved Extension and has, contemporaneously herewith, brought the Phase 1 Final Plat before the Board for final approval. The County has considered and approved the application for approval of the Phase 1 Final Plat and the request to approve this Development Agreement, after notice and public hearing as required by law, and pursuant to the requirements of Section 5-305 of the Garfield County Land Use Resolution of 2008 (the "LUR"). The County finds and determines that the Phase 1 Final Plat constitutes a "Site Specific Development Plan," as that term is defined in C.R.S. § 24-68- 102(4)(a) and Section 1-202(B) of the LUR. LJ. The Vested Property Rights Statute C.R.S. §§ 24-68-101 et seq. (the "Statute") and the LUR provide for the establishment of vested property rights in order to advance the purposes stated therein, and authorize the County to enter into development agreements with landowners providing for vesting of property development for periods greater than three (3) years. 1,K. Development of the Property in accordance with the SVR PUD, SVR Preliminary Plan, Phase 1 Final Plat, and such future final plats that are approved for the various phases of the Project (collectively, the "Project Plans") will provide for orderly, well planned growth in accordance with the policies and goals stated in the Garfield County Comprehensive Plan, provide significant trails and open space, promote diversity of housing stock, ensure reasonable certainty and stability in the land use planning process, stimulate economic growth within the County, and otherwise achieve the goals and purposes of the Statute and LUR. I€L. Development of the Property will also require substantial investments in infrastructure improvements and public facilities, both on the Property and outside the Property, which will serve the needs of the Property and the County. Such investments can be supported only with assurances that development of the Property can proceed to ultimate completion as provided in the Project Plans and this Agreement. &M. In exchange for the foregoing benefits and other benefits to the County contemplated by this Agreement, together with the public benefits served by orderly and well 2 planned development of the Property, Developer desires to receive vested property rights in the Project Plans in accordance with this Agreement. MN. In addition, and notwithstanding the foregoing recitals, in light of the current difficulties and volatility of the national housing and lending market, it may not be prudent for Developer to undertake the large expenditures of funds necessary to commence development of Phase 2 and subsequent phases within the time frame set forth in the Phasing Plan. In the event Developer decides not to commence development of phases subsequent to Phase 1 within the time frame set forth in the Phasing Plan or otherwise does not comply with the Phasing Plan, Developer seeks the County's assurance that it will undertake the procedures necessary to return the Property to its prior configuration and rezone the Property from PUD to a zone district that meets the requirements of law. In such event, Developer further seeks the HOA's assurance that it will re - convey the HOA Property back to Developer for the purpose of effectuating the return of the Property to its prior configuration. N -O. The mutual promises, covenants, and obligations contained in this Agreement are authorized by the statutes of the State of Colorado and the laws of the County. NOW, THEREFORE, in consideration of the promises cited above and the mutual covenants and promises contained herein, the sufficiency of which is acknowledged, the County and Developer agree as follows: 1. Incorporation of Recitals. The Parties agree that the aforesaid recitals are true and correct, and those recitals are hereby incorporated into the body of this Agreement. 2. General Provisions. (a) Scope. The terms and conditions of this Agreement shall apply to the Property. (b) Phasing. Construction of the Project is anticipated to occur in up to eleven (11)twenty-one (21) phases, with Phase 1 being the initial phase of the Project, and construction of subsequent phases occurring in accordance with the Phasing Plan set forth in the SVR PUD. 3. Vesting of Certain Property Rights. The County and Developer hereby agree that Developer shall have a vested property right to the extent provided in this Agreement to undertake and complete development and use of the Property. (a) Intent of Vesting System. The vesting system set forth in this Section 3 balances the County's obligation to protect the public health, safety and welfare of the community and its desire to facilitate the highest quality development with Developer's private property rights and Developer's need to rely on County approvals to achieve an economically viable project. (b) Overview of Vesting System. 3 (i) Nature of Vested Rights. During the term of vested rights set forth in Section 3(d) below, Developer will have the right to develop uses at such densities and in the general locations on the Property described in the approved Project Plans. Upon County approval of any future final plats that are approved for the various phases of the Project, such plats shall automatically be entitled to the same vested rights as have been granted herein for the same period of vesting which remains under this Agreement. (c) Rights That Are Vested. The rights identified herein or as may hereafter be acquired by operation of any state or local vested property rights law shall constitute vested property rights under this Agreement and shall not be taken by the County without just compensation. These rights include the following: (i) No Downzoning. The maximum number of residential dwelling units and acres for residential use, and the total gross acres for non-residential uses, as set forth in the Project Plans are hereby vested. (ii) Uses, Densities and Locations. The right to develop the Property in accordance with the uses, densities, and general locations set forth in the Project Plans is hereby vested. (iii) Site Development Standards. The right to develop the Property in accordance with the design standards, development standards, and terms and conditions set forth in the Project Plans and the resolutions of the Board approving the same is hereby vested. (iv) Timing of Development. The right to commence and complete development of the Property at such time in such order and at such rate as set forth in the Phasing Plan of the SVR PUD. This provision of this Agreement supersedes any County rules or regulations that require development to be commenced or completed in any specific time frame. (v) Subsequent Approvals. The right to receive all County approvals necessary for development of the Project provided that subsequent final plat submittals or applications for other approvals comply with this Agreement and the -Project Plans, and all applicable standards and regulations, including then -current duly -adopted, generally applicable regulations. (vi) Site Specific Development Plan. As to the matters vested under this Agreement and the Project Plans, including any future final plats that are approved by the County for the various phases of the Project, shall be considered a site- specific development plan for the purposes of the Statute and Sections 1-201 and 1- 202 of the LUR. The following statement is provided to satisfy the requirements of Section 4-502(H)(2) of the LUR: Approval of this plan shall create a vested property right pursuant to article 68 of title 24, C.R.S. as amended. 4 (d) Term of Vested Rights. In recognition of the size of the Project contemplated by this Agreement and the Project Plans, the time required to complete the Project, the need to proceed in phases, and varying economic cycles and market conditions likely to occur during the course of development of the Project, the County agrees that the rights identified as vested rights in this Section 3 shall be vested for a period of fifteen. (15) years from the effective date of the County's approval of this Agreement. (e) Adoption, Notice and Effective Date. The County has adopted this Development Agreement as a legislative act subject to referendum, as required by C.R.S. § 24-68-104(2). As set forth in and required by C.RS. § 24-68-103(c), within 14 days from the date hereof, the County shall cause to be published in a newspaper of general circulation within the County, a notice advising the general public of the approval of the Phase 1 Final Plat as a Site Specific Development Plan and the creation of vested property rights pursuant to this Development Agreement and C.RS. §§ 24-68-101 et. seq. The effective date of the County's approval of this Development Agreement shall be the date of said publication. 4. No Obligation to Develop. Notwithstanding anything to the contrary contained in this Agreement and the Project Plans, Developer shall have no obligation to develop all or any portion of the Property, except as set forth in the Subdivision Improvements Agreement for Phase 1 as the same may be amended. In the event Developer does not commence development of Phase 2 within the time frame set forth in the Phasing Plan and described below, the terms of this Section 4 shall apply. (a) In accordance with the Phasing Plan, the date for start of construction for Phase 1 shall be April 2014. Therefore, according to the Phasing Plan. the start of construction for Phase 2 must commence by April 20172022. (b) At any time before April 1, 20172022, the Developer may notify the County and the HOA of its intent not to proceed with the development of Phase 2 and subsequent phases. In such event, the Developer may withdraw the Project Plans in accordance with the procedure in Section 12-103(E) of the LUR. (c) In the alternative, the County and Developer agree that the Developer shall be in violation of the Phasing Plan on April 1, 2017 2022 if the Developer does not file with the County an application for approval of a final plat for Phase 2 on or before March 31, 20172022, by notice to the Developer and the HOA. (d) As soon as practicable after the effective date of the withdrawal of the Project Plans described in Section 4(b) above, or the violation of the Phasing Plan described in Section 4(c) above, the Developer may undertake and the County will consider the procedures necessary to return the Property to the configuration that existed prior to the approval of the Phase 1 Final Plat, in accordance with the procedures set forth in 30-28- 139, C.R.S. and Section 12-106 of the LUR. As part of such process and immediately upon request of the Developer, the HOA shall convey the HOA Property to Developer, by good and sufficient general warranty deed, free and clear of all liens and encumbrances. Concurrently therewith, if requested by the Developer, the County shall undertake the procedures necessary to rezone the Property from PUD to a zone district that meets the 5 requirements of law. Nothing in this Agreement shall be construed to require any particular action by the BOCC on any such rezoning request. (e) Completion of the procedures described in Section 4(b) and (d) above, including any appeals thereof, shall constitute a forfeiture of the vested rights set forth in this Agreement. In such event, the County may memorialize the forfeiture of the vested rights set forth in this Agreement by resolution or other appropriate vehicle. In such event, the Developer waives any right to notice and hearing pursuant to Section 12-103(F) and waives all rights pursuant to Section 12-107 of the LUR. (f) In addition to undertaking the procedures set forth in this Section 4, the County reserves all of its rights, including but not limited to rights of enforcement, at law or in equity with respect to the Project Plans, and including but not limited to the right to enforce the terms of this Agreement or forfeit the rights conferred by this Agreement in accordance with law. Except as expressly set forth in this Section 4, the Developer reserves all of its rights at law or in equity with respect to the Project Plans and any action of the County with respect thereto, including but not limited to the right to enforce the terms of this Agreement. 5. Severability. If any provisions or parts of this Agreement are judged unenforceable or invalid, to the extent practicable, such judgment shall not affect, impair, or invalidate the remaining parts of this Agreement, the intention being that the various parts and provisions hereof are severable. 6. Recording of Agreement. This Agreement shall be recorded with the Garfield County Clerk and Recorder at Developer's expense and shall be a covenant running with and against all the property, property rights, and improvements contained within the Property described in Exhibits 1 and 2. in order to put prospective owners, purchasers, successors, assigns, and others acquiring any interest in the Property on notice as to the terms and obligations herein. 7. Binding Effect. Unless otherwise provided herein, this Agreement shall be binding upon Developer's heirs, successors, assigns, transferees, and any other person or entity acquiring or purchasing any interest in any of the Property. 8. Notice. Any notice to Developer or the County, which may be given under the terms of this Agreement, shall be in writing and shall be deemed sufficiently given when sent certified U.S. Mail and first class mail, postage prepaid, addressed as follows: TO DEVELOPER: Spring Valley Holdings, LLC Attn: Stephanie Zimmerma Seligman Western Enterprises, Ltd. One Towne Square, Suite 1913 Southfield, MI 48076 Phone: 248-351-4876 6 San Francisco, CA 94111 Phone: n i c 658 2849 TO THE HOA: Spring Valley Ranch Community Master Association, Inc. Attn: Attn: Daniel Goldberg P.O. Box 1146 4000 County Road 11 S Glenwood Springs, CO 81602 Phone: /115.658.2889 TO THE COUNTY: Garfield County Board of County Commissioners Attn: Community Development Director 108 Eighth Street, Suite 401 Glenwood Springs, CO 81601 Phone: 970.945.8212 Fax: 970.384.3470 The Parties shall provide notice of any change in the above -referenced information. 9. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado 10. Counterparts. This Agreement maybe executed in counterparts, each of which will constitute one and the same instrument. IN WITNESS WHEREOF, and agreeing to be fully bound by the terms of this Agreement, the Parties have set their hands below on this day of , 20, DEVELOPER: SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company By: Name: Its: 7 ATTEST: By: Clerk of the Board ASSOCIATION: SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation By: Name: Its: COUNTY: By: Name: Its: Chairman 8 EXIIIBIT 1 DEVELOPER'S PROPERTY Property description has not changed so it is only included in the clean version of this Development Agreement. 9 EXHIBIT 2 HOA PROPERTY • OSP Parcel A • OSP Parcel B • OSR Parcel A • OSR Parcel B of Phase 1, Spring Valley Ranch PUD, Garfield County, Colorado, according to the Amended Plat thereof filed with the Garfield County Recorder as Reception No. 828064 10 AMENDED AND RESTATED DEVELOPMENT AGREEMENT SPRING VALLEY RANCH PLANNED UNIT DEVELOPMENT THIS AGREEMENT, is made and entered into between the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF GARFIELD, a body politic and corporate (the "County"), SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company ("Developer"), and SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation (the "HOA"). The County, Developer, and the HOA may hereinafter be referred to collectively as the "Parties". WITNESSETH: A. Developer is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 1 ("Developer's Property"). The HOA is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 2 ("HOA Property"), which property was conveyed to the HOA by Developer for the purposes described in the Project Plans (defined below). The Developer's Property and HOA Property are collectively referred to as the "Property." B. By Resolution No. 2008-55, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747015, and corrected by Resolution No. 2010-38, the Garfield County Board of County Commissioners (the "Board") approved the Spring Valley Ranch Planned Unit Development (the "SVR PUD"). The SVR PUD contemplates residential and commercial uses with significant active and passive open space areas (the "Project"), as documented in Resolution 2010-38, recorded in the real property records of Garfield County as Reception No. 786992 and incorporated by this reference. C. By Resolution No. 2008-56, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747016, the Board approved the Preliminary Plan for the SVR PUD (the "SVR Preliminary Plan"). D. By Resolution No. 2012-95, which was approved in a public hearing before the Garfield County Board of County Commissioners on November 13, 2012, the Development Agreement was amended to include 21 phases, dates of completion, and the HOA property description. E. The SVR PUD and SVR Preliminary Plan contemplate twenty-one (21) separate phases of development for the Project, wherein each phase will require final plat approval. F. The SVR PUD and SVR Preliminary Plan provide that the first phase of development of the Project will consist of one parcel (P-1) owned by Developer, on which is 1 located an existing dwelling unit, and the HOA Property, which consists of open space and limited entryway improvements ("Phase 1 "). Developer does not plan, and Phase 1 does not contemplate, any new dwelling units. The County and the Developer recognize that this configuration represents a unique factual situation that does not create or imply any precedents for other developments in the County. G. The SVR PUD provides that the start of construction for each phase is based on the date of approval of the final plat for Phase 1 (the "Phase 1 Final Plat"); provided, however, that the final plats for all phases of the Project are approved no later than fifteen (15) years after the date of approval of the Phase 1 Final Plat (the "Phasing Plan"). H. By motion, dated July 21, 2008, the Board approved an extension of not more than one (1) year for Developer to commence development of the Project or submit an application for the Phase 1 Final Plat (the "Approved Extension"). I. Developer submitted a complete application for the approval by the County of the Phase 1 Final Plat in the time period allowed by the Approved Extension and has, contemporaneously herewith, brought the Phase 1 Final Plat before the Board for final approval. The County has considered and approved the application for approval of the Phase 1 Final Plat and the request to approve this Development Agreement, after notice and public hearing as required by law, and pursuant to the requirements of Section 5-305 of the Garfield County Land Use Resolution of 2008 (the "LUR"). The County finds and determines that the Phase 1 Final Plat constitutes a "Site Specific Development Plan," as that term is defined in C.R.S. § 24-68- 102(4)(a) and Section 1-202(B) of the LUR. J. The Vested Property Rights Statute C.R.S. §§ 24-68-101 et seq. (the "Statute") and the LUR provide for the establishment of vested property rights in order to advance the purposes stated therein, and authorize the County to enter into development agreements with landowners providing for vesting of property development for periods greater than three (3) years. K. Development of the Property in accordance with the SVR PUD, SVR Preliminary Plan, Phase 1 Final Plat, and such future final plats that are approved for the various phases of the Project (collectively, the "Project Plans") will provide for orderly, well planned growth in accordance with the policies and goals stated in the Garfield County Comprehensive Plan, provide significant trails and open space, promote diversity of housing stock, ensure reasonable certainty and stability in the land use planning process, stimulate economic growth within the County, and otherwise achieve the goals and purposes of the Statute and LUR. L. Development of the Property will also require substantial investments in infrastructure improvements and public facilities, both on the Property and outside the Property, which will serve the needs of the Property and the County. Such investments can be supported only with assurances that development of the Property can proceed to ultimate completion as provided in the Project Plans and this Agreement. M. In exchange for the foregoing benefits and other benefits to the County contemplated by this Agreement, together with the public benefits served by orderly and well 2 planned development of the Property, Developer desires to receive vested property rights in the Project Plans in accordance with this Agreement. N. In addition, and notwithstanding the foregoing recitals, in light of the current difficulties and volatility of the national housing and lending market, it may not be prudent for Developer to undertake the large expenditures of funds necessary to commence development of Phase 2 and subsequent phases within the time frame set forth in the Phasing Plan. In the event Developer decides not to commence development of phases subsequent to Phase 1 within the time frame set forth in the Phasing Plan or otherwise does not comply with the Phasing Plan, Developer seeks the County's assurance that it will undertake the procedures necessary to return the Property to its prior configuration and rezone the Property from PUD to a zone district that meets the requirements of law. In such event, Developer further seeks the HOA's assurance that it will re - convey the HOA Property back to Developer for the purpose of effectuating the return of the Property to its prior configuration. O. The mutual promises, covenants, and obligations contained in this Agreement are authorized by the statutes of the State of Colorado and the laws of the County. NOW, THEREFORE, in consideration of the promises cited above and the mutual covenants and promises contained herein, the sufficiency of which is acknowledged, the County and Developer agree as follows: 1. Incorporation of Recitals. The Parties agree that the aforesaid recitals are true and correct, and those recitals are hereby incorporated into the body of this Agreement. 2. General Provisions. (a) Scope. The terms and conditions of this Agreement shall apply to the Property. (b) Phasing. Construction of the Project is anticipated to occur in up to twenty- one (21) phases, with Phase 1 being the initial phase of the Project, and construction of subsequent phases occurring in accordance with the Phasing Plan set forth in the SVR PUD. 3. Vesting of Certain Property Rights. The County and Developer hereby agree that Developer shall have a vested property right to the extent provided in this Agreement to undertake and complete development and use of the Property. (a) Intent of Vesting System. The vesting system set forth in this Section 3 balances the County's obligation to protect the public health, safety and welfare of the community and its desire to facilitate the highest quality development with Developer's private property rights and Developer's need to rely on County approvals to achieve an economically viable project. (b) Overview of Vesting System. 3 (i) Nature of Vested Rights. During the term of vested rights set forth in Section 3(d) below, Developer will have the right to develop uses at such densities and in the general locations on the Property described in the approved Project Plans. Upon County approval of any future final plats that are approved for the various phases of the Project, such plats shall automatically be entitled to the same vested rights as have been granted herein for the same period of vesting which remains under this Agreement. (c) Rights That Are Vested. The rights identified herein or as may hereafter be acquired by operation of any state or local vested property rights law shall constitute vested property rights under this Agreement and shall not be taken by the County without just compensation. These rights include the following: (i) No Downzoning. The maximum number of residential dwelling units and acres for residential use, and the total gross acres for non-residential uses, as set forth in the Project Plans are hereby vested. (ii) Uses, Densities and Locations. The right to develop the Property in accordance with the uses, densities, and general locations set forth in the Project Plans is hereby vested. (iii) Site Development Standards. The right to develop the Property in accordance with the design standards, development standards, and terms and conditions set forth in the Project Plans and the resolutions of the Board approving the same is hereby vested. (iv) Timing of Development. The right to commence and complete development of the Property at such time in such order and at such rate as set forth in the Phasing Plan of the SVR PUD. This provision of this Agreement supersedes any County rules or regulations that require development to be commenced or completed in any specific time frame. (v) Subsequent Approvals. The right to receive all County approvals necessary for development of the Project provided that subsequent final plat submittals or applications for other approvals comply with this Agreement and the -Project Plans, and all applicable standards and regulations, including then -current duly -adopted, generally applicable regulations. (vi) Site Specific Development Plan. As to the matters vested under this Agreement and the Project Plans, including any future final plats that are approved by the County for the various phases of the Project, shall be considered a site- specific development plan for the purposes of the Statute and Sections 1-201 and 1- 202 of the LUR. The following statement is provided to satisfy the requirements of Section 4-502(H)(2) of the LUR: Approval of this plan shall create a vested property right pursuant to article 68 of title 24, C.R.S. as amended. 4 (d) Term of Vested Rights. In recognition of the size of the Project contemplated by this Agreement and the Project Plans, the time required to complete the Project, the need to proceed in phases, and varying economic cycles and market conditions likely to occur during the course of development of the Project, the County agrees that the rights identified as vested rights in this Section 3 shall be vested for a period of fifteen. (15) years from the effective date of the County's approval of this Agreement. (e) Adoption, Notice and Effective Date. The County has adopted this Development Agreement as a legislative act subject to referendum, as required by C.R.S. § 24-68-104(2). As set forth in and required by C.RS. § 24-68-103(c), within 14 days from the date hereof, the County shall cause to be published in a newspaper of general circulation within the County, a notice advising the general public of the approval of the Phase 1 Final Plat as a Site Specific Development Plan and the creation of vested property rights pursuant to this Development Agreement and C.RS. §§ 24-68-101 et. seq. The effective date of the County's approval of this Development Agreement shall be the date of said publication. 4. No Obligation to Develop. Notwithstanding anything to the contrary contained in this Agreement and the Project Plans, Developer shall have no obligation to develop all or any portion of the Property, except as set forth in the Subdivision Improvements Agreement for Phase 1 as the same may be amended. In the event Developer does not commence development of Phase 2 within the time frame set forth in the Phasing Plan and described below, the terms of this Section 4 shall apply. (a) In accordance with the Phasing Plan, the date for start of construction for Phase 1 shall be April 2014. Therefore, according to the Phasing Plan. the start of construction for Phase 2 must commence by April 2022. (b) At any time before April 1, 2022, the Developer may notify the County and the HOA of its intent not to proceed with the development of Phase 2 and subsequent phases. In such event, the Developer may withdraw the Project Plans in accordance with the procedure in Section 12-103(E) of the LUR. (c) In the alternative, the County and Developer agree that the Developer shall be in violation of the Phasing Plan on April 1, 2022 if the Developer does not file with the County an application for approval of a final plat for Phase 2 on or before March 31, 2022, by notice to the Developer and the HOA. (d) As soon as practicable after the effective date of the withdrawal of the Project Plans described in Section 4(b) above, or the violation of the Phasing Plan described in Section 4(c) above, the Developer may undertake and the County will consider the procedures necessary to return the Property to the configuration that existed prior to the approval of the Phase 1 Final Plat, in accordance with the procedures set forth in 30-28- 139, C.R.S. and Section 12-106 of the LUR. As part of such process and immediately upon request of the Developer, the HOA shall convey the HOA Property to Developer, by good and sufficient general warranty deed, free and clear of all liens and encumbrances. Concurrently therewith, if requested by the Developer, the County shall undertake the procedures necessary to rezone the Property from PUD to a zone district that meets the 5 requirements of law. Nothing in this Agreement shall be construed to require any particular action by the BOCC on any such rezoning request. (e) Completion of the procedures described in Section 4(b) and (d) above, including any appeals thereof, shall constitute a forfeiture of the vested rights set forth in this Agreement. In such event, the County may memorialize the forfeiture of the vested rights set forth in this Agreement by resolution or other appropriate vehicle. In such event, the Developer waives any right to notice and hearing pursuant to Section 12-103(F) and waives all rights pursuant to Section 12-107 of the LUR. (f) In addition to undertaking the procedures set forth in this Section 4, the County reserves all of its rights, including but not limited to rights of enforcement, at law or in equity with respect to the Project Plans, and including but not limited to the right to enforce the terms of this Agreement or forfeit the rights conferred by this Agreement in accordance with law. Except as expressly set forth in this Section 4, the Developer reserves all of its rights at law or in equity with respect to the Project Plans and any action of the County with respect thereto, including but not limited to the right to enforce the terms of this Agreement. 5. Severability. If any provisions or parts of this Agreement are judged unenforceable or invalid, to the extent practicable, such judgment shall not affect, impair, or invalidate the remaining parts of this Agreement, the intention being that the various parts and provisions hereof are severable. 6. Recording of Agreement. This Agreement shall be recorded with the Garfield County Clerk and Recorder at Developer's expense and shall be a covenant running with and against all the property, property rights, and improvements contained within the Property described in Exhibits 1 and 2. in order to put prospective owners, purchasers, successors, assigns, and others acquiring any interest in the Property on notice as to the terms and obligations herein. 7. Binding Effect. Unless otherwise provided herein, this Agreement shall be binding upon Developer's heirs, successors, assigns, transferees, and any other person or entity acquiring or purchasing any interest in any of the Property. 8. Notice. Any notice to Developer or the County, which may be given under the terms of this Agreement, shall be in writing and shall be deemed sufficiently given when sent certified U.S. Mail and first class mail, postage prepaid, addressed as follows: TO DEVELOPER: Spring Valley Holdings, LLC Attn: Stephanie Zimmerman Seligman Western Enterprises, Ltd. One Towne Square, Suite 1913 Southfield, MI 48076 Phone: 248-351-4876 6 TO THE HOA: Spring Valley Ranch Community Master Association, Inc. Attn: P.O. Box 1146 4000 County Road 11 S Glenwood Springs, CO 81602 Phone: TO THE COUNTY: Garfield County Board of County Commissioners Attn: Community Development Director 108 Eighth Street, Suite 401 Glenwood Springs, CO 81601 Phone: 970.945.8212 Fax: 970.384.3470 The Parties shall provide notice of any change in the above -referenced information. 9. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado 10. Counterparts. This Agreement may be executed in counterparts, each of which will constitute one and the same instrument. IN WITNESS WHEREOF, and agreeing to be fully bound by the terms of this Agreement, the Parties have set their hands below on this day of , 20 , DEVELOPER: SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company By: Name: Its: ASSOCIATION: SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation 7 ATTEST: By: Clerk of the Board By: Name: Its: COUNTY: By: Name: Its: Chairman 8 EXIIIBIT 1 DEVELOPER'S PROPERTY 9 LEGAL DESCRIPTION OF DEVELOPER'S PROPERTY A parcel of land located in Sections 14, 15, 16, 20, 21, 22, 23, 26, 27, 28, 29, 32, 33, and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Northwest Corner of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°16'08" E 2627.19 feet along the north line of said Section 20 to the North Quarter Corner of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°15'48" E 2625.91 feet along the north line of said Section 20 to the Northeast Corner of said Section 20 being a 2-1/2 inch GLO Brass Cap found in place said corner also being on the west line of said Section 16; thence N 00°00'14" W 2631.77 feet along the west line of said Section 16 to the East Quarter Corner of Section 17, T. 6 S., R. 88 W., 6th P.M. being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°08'04" W 340.70 feet continuing along the west line of said Section 16 to the West Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'47' E 1047.99 feet continuing along the west line of said Section 16 to the southwest comer of a parcel of land described in Book 795, Page 980 in the office of the Garfield County Clerk and Recorder; thence the following three courses along the boundary of said parcel described in Book 795, Page 980: 1. thence N 89°16'47" E 334.10 feet; 2. thence N 03°35'47" E 252.06 feet; 3. thence N 88°27'52" W 349.87 feet to a point on the west line of said Section 16; thence N 00°01'47" E 977.15 feet along the west line of said Section 16 to the Northeast Corner of said Section 17 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'20" W 344.80 feet continuing along the west line of said Section 16 to the Northwest Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'15" E 2703.26 feet along the north line of said Section 16 to the North Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'09" E 2637.87 feet continuing along the north line of said Section 16 to the Northeast Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°58'17" E 2638.56 feet along the north line of said Section 15 to the North Quarter Comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place; thence S 89°59'36" E 1318.31 feet continuing along the north line of said Section 15 to the west line of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place whence the northeast comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears 5 89°59'36" E 1318.31 feet; thence S 00°00'09" E 1312.36 feet along the west line of the NE1/4NE1/4 of said Section 15 to the southwest comer of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence N 89°55'46" E 1317.67 feet along the south line of the NE1/4NE1/4 of said Section 15 to the southeast comer of the NEI/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 89°58'46" E 1320.64 feet along the north line of the SW1/4NW1/4 of said Section 14 to the northeast corner of the SW1/4NW1/4 of said Section 14 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 00°01'34" W 1312.94 feet along the east line of the S W 1 /4NW 1/4 of said Section 14 to the southeast comer of the SW1/4NW1/4 of said Section 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 00°01'19" E 2647.58 feet along the east line of the W1/2SW1/4 of said Section 14 to the southeast comer of the W1/2SW1/4 of said Section 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 89°59'40" E 1318.39 feet along the north line of said Section 23 to the North Quarter Comer of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00°05'23" E 5277.46 feet along the east line of the W1/2 of said Section 23 to the South Quarter Corner of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00°00'49" W 5529.94 feet along the east line of the W1/2 of said Section 26 to the South Quarter Corner of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°59'30" W 31.37 feet along the south line of said Section 26 to the North Quarter Corner of Section 35, T. 6 S., R. 88 W., 6th P.M., being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°41'15" W 1292.34 feet along the south line of said Section 26 to the southeast corner of Lot 14 of said Section 26 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence N 00°21'37" E 372.49 feet along the east line of said Lot 14, Section 26 to the northeast comer of said Lot 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence N 89°53'31" W 1611.72 feet along the north line of said Lot 14 to the northwest corner of said Lot 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 00°00'14" W 525.17 feet along the west line of said Lot 14 to the Southwest Comer of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°14'59" W 2647.44 feet along the south line of said Section 27 to the South Quarter Corner of said Section 27 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°17'11" W 1319.72 feet along the north line of said Section 34 to the northeast corner of the W 1 /2NW 1 /4 of said Section 34 being a 2-inch Aluminum Cap (P.E.L.S. 5933) whence the Northwest Comer of said Section 34 being a 2-1/2-inch GLO Brass Cap found in place bears N 89°17'11" W 1319.72 feet; thence S 00°05'58" E a distance of 2353.81 feet to a point on the northerly right-of-way of. Garfield County Road 115; thence the following three courses along the northerly right-of-way of said County Road 115: 1. thence 235.33 feet along the arc of a non tangent curve to the right having a radius of 639.07 feet, a central angle of 21°05'53", and the chord bears N 67°17'16" W a distance of 234.00 feet; 2. thence N 56°44'19" W a distance of 393.81 feet; 3. thence 166.52 feet along the arc of a tangent curve to the left having a radius of 310.00 feet, a central angle of 30°46'36", and the chord bears N 72°07'37" W a distance of 164.52 feet; thence departing said Garfield County Road 115 N 10°35'55" W a distance of486.06 feet; thence S 84°55'34" W a distance of 563.88 feet; thence S 16°02'33" W a distance of 630.62 feet to a point on the northerly right-of-way of said Garfield County Road 115; thence the following thirty courses along the northerly right-of-way of said County Road 115: 1. thence 168.86 feet along the arc of a non tangent curve to the right having a radius of 2141.07 feet, a central angle of 04°31'07", and the chord bears S 89°13'00" W a distance of 168.81 feet; 2. thence 159.12 feet along the arc of a tangent curve to the right having a radius of 170.00 feet, a central angle of 53°37'43", and the chord bears N 61°42'35" W a distance of 153.37 feet; 3. thence 460.26 feet along the arc of a tangent curve to the right having a radius of 699.53 feet, a central angle of37°41'54", and the chord bears N 16°02'47' W a distance of 452.01 feet; 4. thence N 02°48'10" E a distance of 238.01 feet; 5. thence 429.79 feet along the arc ofa tangent curve to the left having a radius of 912.82 feet, a central angle of 26°58'38", and the chord bears N 10°41'09" W a distance of 425.83 feet; 6. thence N 24°1027" W a distance of 644.62 feet; 7. thence 504.76 feet along the arc ofa tangent curve to the left having a radius of 809.79 feet, a central angle of 35°42'49", and the chord bears N 42°01'52" W a distance of 496.63 feet; 8. thence N 59°53'17" W a distance of 459.39 feet; 9. thence 167.17 feet along the arc ofa tangent curve to the right having a radius of 370.00 feet, a central angle of 25°53'11", and the chord bears N 46°56'42" W a distance of 165.75 feet; 10. thence N 34°00'06" W a distance of 1152.91 feet; 11. thence 1191.15 feet along the arc ofa tangent curve to the right having a radius of 2377.42 feet, a central angle of 28°42'24", and the chord bears N 19°38'54" W a distance of 1178.73 feet; 12. thence 245.56 feet along the arc ofa tangent curve to the left having a radius of 430.00 feet, a central angle of 32°43'14", and the chord bears N 21°39'19" W a distance of 242.24 feet; 13. thence 376.29 feet along the arc of a tangent curve to the right having a radius of 1361.75 feet, a central angle of 15°49'57", and the chord bears N 30°05'57" W a distance of 375.10 feet; 14. thence N 22°10'58" W a distance of 307.62 feet; 15. thence 580.97 feet along the arc of a tangent curve to the left having a radius of 654.56 feet, a central angle of 50°51'15", and the chord bears N 47°36'36" W a distance of 562.09 feet; 16. thence N 73°02'14" W a distance of 636.67 feet; 17. thence 351.46 feet along the arc ofa tangent curve to the right having a radius of 766.12 feet, a central angle of 26°17'03", and the chord bears N 59°53'42" W a distance of 348.38 feet; 18. thence N 46°45'10" W a distance of 235.64 feet; 19. thence 181.70 feet along the arc of a tangent curve to the left having a radius of 407.41 feet, a central angle of 25°33'14", and the chord bears N 59°31'47" W a distance of 180.20 feet; 20. thence N 72°18'24" W a distance of 432.60 feet; 21. thence 264.71 feet along the‘arc ofa tangent curve to the right having a radius of 420.00 feet, a central angle of 36°06'40", and the chord bears N 54°15'04" W a distance of 260.35 feet; 22. thence 202.78 feet along the arc ofa tangent curve to the right having a radius of 933.47 feet, a central angle of 12°26'47", and the chord bears N 29°58'21" W a distance of 202.38 feet; 23. thence N 23°44'57" W a distance of 73.66 feet; 24. thence 691.16 feet along the arc ofa tangent curve to the left having a radius of 1111.34 feet, a central angle of 35°38'00", and the chord bears N 4I°3357" W a distance of 680.07 feet; 25. thence N 59°22'57" W a distance of 217.30 feet; 26. thence 332.51 feet along the arc ofa tangent curve to the left having a radius of 930.00 feet, a central angle of 20°29'08", and the chord bears N 69°37'3I" W a distance of 330.75 feet; 27. thence N 79°52'05" W a distance of 452.89 feet; 28. thence 416.54 feet along the arc of a tangent curve to the right having a radius of 5288.82 feet, a central angle of 04°30'45", and the chord bears N 77°36'43" W a distance of 416.43 feet; 29. thence 250.87 feet along the arc of a curve to the right having a radius of 5288.82 feet, and a central angle of 02°43'04", and the chord bears N 73°59'48" W a distance of 250.84 feet; 30. thence N 72°38'16" W 1244.87 feet to a point on the accepted east line of Lot 4 of said Section 20 whence the southeast corner of a parcel of land recorded under reception number 467225 in the office of the Garfield County Clerk and Recorder being a 2 -inch Aluminum Cap (P.E.L.S. 5933) and accepted as a point on the east line of said Lot 4 bears S 01°51'02" W 9.41 feet; thence N 01°51'02" E 490.79 feet along the accepted east line of said Lot 4 to the northeast comer of said Lot 4 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 88°18'52" W 1429.59 feet along the north line of said Lot 4 and Lot 3 of said Section 20 to the northwest comer of said Lot 3 being a 2 -inch Aluminum Cap (P.E.L.S. 5933) whence the Southwest Corner of said Lot 20 being a 2-1/2 inch Aluminum Cap (P.L.S. 27929) found in place bears S 00°06'31" E 1008.11 feet; thence N 00°06'31" W 1630.93 feet along the west line of said Section 20 to the West Quarter Comer of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 00°04'12" E 2632.88 feet along the west line of said Section 20 to the Northwest Corner of said Section 20 being the POINT OF BEGINNING containing 5198.85 acres more or less, prior to the following excepted parcel: EXCEPTING THE FOLLOWING PARCEL: Section 15 Exception: A parcel of land being the Northwest Quarter of the Southwest Quarter of Section 15, Township 6 South Range 88 West, of the Sixth Principal meridian, said parcel being further described as follows: Beginning at the West Quarter corner of said Section 15 being a 2-I/2 inch GLO Brass Cap found in place, thence N 89°51'07" E 1323.59 feet along the North line of the NW I/4SW 1 /4 of said Section 15 to the northeast comer of the NW1/4SW1/4 of said Section 15; thence S 00°01'49" E 1540.50 feet along the East Inc of the NW 1/4SW 114 of said Section 15 to the Southeast Corner of the NW I/4SW 114; thence S 89°58'25" W 1323.59 feet along the south line of the NW I/4SW 1 /4 of said Section 15 to the southwest corner of the NW I /4SW 1/4 of said section 15; whence the Southwest Comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 00°01'49" E 1537.70 feet; thence N 00°01'49" W 1537.70 feet along the west line of the NW1/4SW1/4 of said section 15 to the northwest corner of the NW1/4SW1/4 of said section 15 being the POINT OF BEGINNING containing 46.76 acres more or less. The total area minus the exception parcel is 5,152.09 acres more or less. ALONG WITH: A parcel of land located in Sections 33 and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Quarter Corner common to said Sections 33 and 34 being a 2 -inch Aluminum Cap (P.E.L.S 5933) thence N 88°27'45" W a distance of 551.40 feet along the south line of the NEI/4 of said Section 33 to a point on the southerly right-of-way of Garfield County Road 114; thence along the southerly right-of-way of said Garfield County Road 114 the following two courses: 1. thence N 40°27'03" E a distance of 70.18 feet; 2. thence 388.21 feet along the arc of a tangent curve to the right having a radius of 470.00 feet, a central angle of 47°19'32", and the chord bears N 64°06'49" E a distance of 377.27 feet to a point on the southerly right-of-way of Garfield County Road 115; thence the following four courses along the northerly right-of-way of said Garfield County Road 115: 1. thence 766.87 feet along the arc of a tangent curve to the left having a radius of 2201.07 feet, a central angle of 19°57'44", and the chord bears N 77°47'43" E a distance of 763.00 feet; 2. thence 241.93 feet along the arc of a tangent curve to the right having a radius of 250.00 feet, a central angle of 55°26'50", and the chord bears S 84027'44" E a distance of 232.60 feet; 3. thence S 56°44'19" E a distance of 393.81 feet; 4. thence 270.44 feet along the arc of a tangent curve to the left having a radius of 699.07 feet, a central angle of 22°09'54", and the chord bears S 67°49'16" E a distance of 268.75 feet to a point on the east line of the W 1/2NW 1 /4 of said Section 34; thence S 00°05'58" E a distance of 50.95 feet along the east line of the W1/2NW1/4 of said Section 34 to the southeast corner of the W 1/2NW 1/4 of said Section 34 being a 2 -inch aluminum cap (P.E.L.S 5933); thence S 89°51'39" W a distance of 1389.27 feet along the south line of the W1/2NW1/4 of said Section 34 to the point of beginning; containing 10.95 acres more or less. The combined area of the above described two parcels and excluding the five exception parcels is 5,163.04 acres more or less. EXHIBIT 2 HOA PROPERTY • OSP Parcel A • OSP Parcel B • OSR Parcel A • OSR Parcel B of Phase 1, Spring Valley Ranch PUD, Garfield County, Colorado, according to the Amended Plat thereof filed with the Garfield County Recorder as Reception No. 828064 10 SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 1 0 Cabin Lots April 2011 November 2011 0 Estate Lots 0 Ranch Lots 1 Pasture Lots 1 Sales Office 1 Gate House 4-2 Open Space Parcels Phase 2 20 22 Cabin Lots April 2011 through April 20172019 20 Months after Start of Construction 26 Estate Lois 9 Ranch Lots depending on economic and marketing conditions 0 Pasture Lots 4 Open Space Parcels 1 Light Industrial Parcel _ Fire Station in accordance with the requirements of the AHJ _ Emergency Access Road extended along the alignment of Highgrange Pass to the Landis Creek entrance at CR 115 in accordance with the requirements of the AHJ CR114 Improvements: From Road Centerline Station 160+00 as depicted on Sheet R41 of Exhibit 26 near CMC to the Main Project Entrance Phase 3 21 Cabin Lots April 2011 through 20 Months after Start of Construction April 20182019 39 Estate Lots 17 Ranch Lots depending on economic and marketing conditions 0 Pasture Lots 1 Mountain Lot 1 RR Parcel 2-3 Open Space Parcels Phase 4 8-10 Cabin Lots April 2011 through Api-k2019 depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 0 Ranch Lots 0 Pasture Lots 20 Workforce Housing Units 4 Village Center Parcels 3 Open Space Parcels Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 5 48-55 Cabin Lots April 2012 through 20 Months after Start of Construction ApriI2021 depending on economic and marketing conditions _ 7-8 Estate Lots 14 Ranch Lots 0 Pasture Lots 10 CH Unit; 2 CH Parcels _ 3 Open Space Parcels _ Emergency Access Roads extended along the alignments of Ouray Trail and Sapinero Trail to Highgrange Pass in accordance with the requirements of the AHJ Phase 6 22 32 Cabin Lots April 2012 through April2022 depending on economic and marketing conditions 20 Months after Start of Construction 311 33 Estate Lots 18 19 Ranch Lots 0 Pasture Lots 1 Utility Parcel 24 CH Units 1 CH Parcels 3 Open Space Parcels CR 115 Improvements: From CR 114 to the Landis Creek Entrance to the Project Phase 7 13 14 Cabin Lots April 2012 through 20 Months after Start of Construction April 20232029 211 23 Estate Lots 1 RE Parcel depending on economic and marketing conditions 16 Ranch Lots 0 Pasture Lots 20 CH Units 2-3 Open Space Parcels Phase 8 0-38 Cabin Lots April 2012 through 20 Months after Start of Construction April 202/12030 8-0 Estate Lots 26 9 Ranch Lots depending on economic and marketing conditions 0 Pasture Lots 21 CH Units 1 CH Parcel: 0 Utility Parcel 0-1 Open Space Parcels Emergency Access Roads extended along the alignmcntG of Red Cliff Loop to Highgrangc requirements the AHJ of CR 114 Improvements: From the End of the Phase 2 Improvements near CMC to the Intersection with State Hwy 82 Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 9 0 Cabin Lots April 2013 through 20 Months after Start of Construction April 20252031 0-8 Estate Lots 15 26 Ranch Lots Depending on economic and marketing conditions 0 Pasture Lots 1 Open Space Parcel 0-1 Utility Parcels Phase 10 0 Cabin Lots April 2013 through 20 Months after Start of Construction April 20262032 0 Estate Lots 6 Ranch Lots Depending on economic and marketing conditions 0 Pasture Lots 0 Open Space Parcel Mountain Phase 1 11 Mountain Lots April 2011 through 20 Months after Start of Construction April 20182022 depending on - economic and marketing conditions Emergency Access Road through Mountain Phase 2 & 3 down and Landis Creek Note 2) (see Mountain Phase 2 11 Mountain Lots April 2011through 20 Months after Start of Construction April 20192023 depending on economic and marketing conditions Emergency Access Road through Mountain Phase 2 & 3 and down Landis Creek (see Note 2) Mountain Phase 3 10 Mountain Lots April 2011 through 20 Months after Start of Construction April 20202024 depending on economic and marketing conditions Mountain Phase 4 15 Mountain Lots April 2011 through 20 Months after Start of Construction April 20212025 depending on economic and marketing conditions 1 Utility Parcel Mountain Phase 5 16 Mountain Lots April 2011 through 17 Months after Start of Construction April 20222026 depending on economic and marketing conditions Mountain Phase 6 6 Mountain Lots April 2011through 20 Months after Start of Construction April 20232027 depending on economic and marketing conditions Mountain Phase 7 5 Mountain Lots April 2011 through 20 Months after Start of Construction April 202/12028 depending on economic and marketing conditions Phase Elements Estimated Start of Construction Estimated Completion of Construction Mountain Phase 8 3 Mountain Lots April 2012 through 20 Months after Start of Construction April 20252029 depending on economic and marketing conditions Mountain Phase 9 3 Mountain Lots April 2012 through April 20262030 20 Months after Start of Construction depending on economic and marketing conditions Mountain Phase 10 3 Mountain Lots April 2012 through April 20262031 20 Months after Start of Construction depending on economic and marketing conditions Mountain Phase 11 8 Mountain Lots April 2012 through 17 Months after Start of Construction April 20262032 depending on economic and marketing conditions Note 1: The emergency access road must meet the applicable minimum standards of the International Fire Code and the design must be acceptable to the Glenwood Springs Fire Department Note 2: The workforce housing units may be placed into other phases provided that the parcel in which the units are to be placed is platted and work force housing is a permitted use within the zone district of the parcel. SPRING VALLEY RANCH PUD ESTIMATED DEVELOPMENT PHASING SCHEDULE Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 1 0 Cabin Lots April 2011 November 2011 0 Estate Lots 0 Ranch Lots 1 Pasture Lots 1 Sales Office 1 Gate House 2 Open Space Parcels Phase 2 22 Cabin Lots April 2019 depending on economic and marketing conditions 20 Months after Start of Construction 26 Estate Lois 9 Ranch Lots 0 Pasture Lots 4 Open Space Parcels 1 Light Industrial Parcel Fire Station in accordance with the requirements of the AHJ Emergency Access Road extended along the alignment of Highgrange Pass to the Landis Creek entrance at CR 115 in accordance with the requirements of the AHJ CR114 Improvements: From Road Centerline Station 160+00 as depicted on Sheet R41 of Exhibit 26 near CMC to the Main Project Entrance Phase 3 21 Cabin Lots 2019 depending on economic and marketing conditions 20 Months after Start of Construction 39 Estate Lots 17 Ranch Lots 0 Pasture Lots 1 Mountain Lot 3 Open Space Parcels Phase 4 10 Cabin Lots 2019 depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 0 Ranch Lots 0 Pasture Lots 20 Workforce Housing Units 4 Village Center Parcels 3 Open Space Parcels Phase Elements Estimated Start of Construction Estimated Completion of Construction Phase 5 55 Cabin Lots 2021 depending on economic and marketing conditions 20 Months after Start of Construction 8 Estate Lots 14 Ranch Lots 0 Pasture Lots 3 Open Space Parcels Emergency Access Roads extended along the alignments of Ouray Trail and Sapinero Trail to Highgrange Pass in accordance with the requirements of the AHJ Phase 6 32 Cabin Lots 2022 depending on economic and marketing conditions 20 Months after Start of Construction 33 Estate Lots 19 Ranch Lots 0 Pasture Lots 3 Open Space Parcels CR 115 Improvements: From CR 114 to the Landis Creek Entrance to the Project Phase 7 14 Cabin Lots 2029 depending on economic and marketing conditions 20 Months after Start of Construction 23 Estate Lots 16 Ranch Lots 0 Pasture Lots 3 Open Space Parcels Phase 8 38 Cabin Lots 2030 depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 9 Ranch Lots 0 Pasture Lots 1 Open Space Parcels CR 114 Improvements: From the End of the Phase 2 Improvements near CMC to the Intersection with State Hwy 82 Phase 9 0 Cabin Lots _ 2031 Depending on economic and marketing conditions 20 Months after Start of Construction 8 Estate Lots 26 Ranch Lots 0 Pasture Lots 1 Open Space Parcel 1 Utility Parcels Phase 10 0 Cabin Lots 2032 Depending on economic and marketing conditions 20 Months after Start of Construction 0 Estate Lots 6 Ranch Lots 0 Pasture Lots 0 Open Space Parcel Phase Elements Estimated Start of Construction Estimated Completion of Construction _ Mountain Phase 1 11 Mountain Lots 2022 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 2 11 Mountain Lots 2023 depending on economicand markketingg conditions 20 Months after Start of Construction Emergency Access Road through Mountain Phase 2 & 3 and down Landis Creek (see Note 2) Mountain Phase 3 10 Mountain Lots ' 2024 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 4 _ 15 Mountain Lots 2025 depending on economic - and marketing conditions 20 Months after Start of Construction 1 Utility Parcel Mountain Phase 5 16 Mountain Lots 2026 depending on economic and , marketing conditions 17 Months after Start of Construction Mountain Phase 6 6 Mountain Lots 2027 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 7 5 Mountain Lots 2028 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 8 3 Mountain Lots 2029 depending on economic and marketing conditions 20 Months after Start of Construction Mountain Phase 9 3 Mountain Lots 2030 depending on economic and ' marketing conditions 20 Months after Start of Construction Mountain Phase 10 3 Mountain Lots 2031 depending on economic and ' marketing conditions 20 Months after Start of Construction Mountain Phase 11 8 Mountain Lots 2032 depending on economic and marketing conditions 17 Months after Start of Construction Note 1: The emergency access road must meet the applicable minimum standards of the International Fire Code and the design must be acceptable to the Glenwood Springs Fire Department Note 2: The workforce housing units may be placed into other phases provided that the parcel in which the units are to be placed is platted and work force housing is a permitted use within the zone district of the parcel.