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HomeMy WebLinkAbout3.0 Water SupplyRECEIVEn "14 Kevin L. Patrick Scott L. Miller Ramsey L. Kropl* Sara M. Dunn "licemed in AZ CO. W}" Main Office: 730 E. Durant Avenue 'Suite 200 Aspen. CO 81611 970.920.1 028 Te 1 970.925.6847 Fax Arizona Office: 310 S. Mill Avenue Suite 201 Tempo, AZ 85281 480.921.4044 Tel 480.921.8688 Fax www watcrlaw com PATRICK, MILLER & KROPF, P.C. Attorneys at Law January 17, 2002 Mark Bean. Senior Planner Garfield County Planning Department 109 8t11 Street, Suite 303 Glenwood Springs, CO 81601 RE: Blue Creek Ranch PUD Application; (our file 591a) Dear Mark: We represent Blue Creek Land Holdings, LLC ("Blue Creek"), with respect to legal water and sewer matters associated with the proposed Blue Creek Ranch PUD. This letter is in follow-up to our previous letter dated June 25, 2001, and is for purposes of providing up -dated information and supporting documentation for the proposed water supply and sewer service for the development. Blue Creek's engineer, Zancanella & Associate. Inc., is addressing the physical aspects of the water supply and sewer service by separate letter and documentation. 1 will address the legal aspects of such proposed water and :.ewer service herein. A. Water Supply: 1. Potable Water Supply: Blue Creek has now entered into a Water Service Agreement with its neighboring development. Aspen Equestrian Estates ("AEE"), to provide domestic. treated potable water supply to the residential lots and other structures requiring treated water. A copy oaf the signed and recorded Water Service .Agreement is attached hereto as Exhibit A. " The Water Service: Agreement provides for Blue Creek to construct the internal physical water delivery system servicing Blue Creek and connect to the existing water system constructed on the AEE property. There is an existing above ground storage tank and treatment plant located on the platted "Equestrian Parcel" of the AEE development. The AEE Homeowners' Association ("AEEHOA") is the owner oldie physical water system and the holder of the easements for the system. See recorded copies of Bill of Sale, Grant of Easement and .1Jerrtorandurn of Agreement attached hereto as Exhibit "B." The AEE developer, Aspen Equestrian Estates. LLC ("AEELLC"). is the owner of the Equestrian Parcel and has provided the consent and right to utilize the storage tank and treatment plant easement site on its property to service Blue Creek Ranch. See Water Service Agreement. Both AEELLC and AEEf-IOA are parties to the Water Service Agreement. PATRICK, MILLER & KROPP, PC. Mark. Bean January 17, 2002 Page 2 The Water Service Agreement provides for a master Water Association to be formed by the two developments with equal homeowners' representation on the board of the Association. The Water Association will own, operate and manage the joint water system for the benefit of both properties. The joint treated water system will be supplied from underground wells currently drilled and located on the AEE property, and if necessary for additional capacity on the Blue Creek property (see further explanation below). Currently, there are three wells permitted by the State Engineer's Office to serve AEE -- the Appaloosa Well, the Arabian Well and the Pinto Well ("AEE Wells-"). Copies of'these well permits are attached to the Zancanella & Associates Water Supply Report, currently submitted with the PUD Application. The AEE Wells are currently covered and augmented against curtailment by an Area A "water allotment contract" with the Basalt Water Conservancy District ("BWCD"). A copy ()Phis BWCD Contract #3.13 is attached to the Zancanella & Associates Water Supply Report. Blue Creek has applied to the State Engineer's Office for additional well permits to be placed on the AEE Welts (Arabian and Appaloosa Wells) and for two new wells on the Blue Creek property (Snipe and Goose Wells). See copies of Well Permit Applications attached to the Zancanella & Associates Water Supply Report. Blue Creek has secured a BWCD Allotment Contract to cover and augment the water use demand on Blue Creek Ranch. A copy of'this BWC'D Contract #383 is attached to the Zancanella & Associates Water Supply Report. Thus, Blue Creek has obtained the legal water supply to allow issuance of the well permits and we anticipate no problem with the final well permits issuing in the next forty-five to sixty days. The Water Service Agreement provides for the drilling of one to two additional wells on the Blue Creek property, if necessary to meet demand. As discussed above, Blue Creek has proceeded to file well permit applications for these wells despite the fact it has been determined by the engineers that the AEE Wells will be sufficient to provide treated water service to both developments. Thus, the Blue Creek Wells will be back-up and may not ultimately be drilled. The Water Service Agreement provides for charging all treated water users within both developments fees to cover the cost of operation. management. repair. replacement, and improvement of the joint Water System, as well as. to provide for a reserve fund. Adequate provisions are placed in the proposed Protective Covenants for Blue Creek Ranch obligating the homeownersfwater users to these charges. ?. Raw Water Irrigation Supply: The Blue Creek Ranch property is served by the following ditch irrigation water rights: Basin Ditch; Middle Ditch; and Lower Ditch. The Basin Ditch diverts out of the North bank of the Roaring Fork River, west of El Jebel in Section 33 of Township 7 South. Range 87 West of the 6th P.M.. The Basin Ditch has several appropriations or priorities, as follows: 5.0 c..f.s. decreed to the original construction ' :ll ;ane&Cuxmiiineh91 Ail.etiers'(iarllcIdCottli Planning 1-14-02.wpd PATRICK, MILLER Sr KROPF, P.C. Mark Bean January 17, 2002 Page 3 (Priority 49); 5.0 c.f.s. decreed to the first enlargement (Priority 108); and, 1.8 c.f.s. decreed to the second enlargement (Priority 137), all such priorities adjudicated on May 11. 1889 in Civil Action 132; and 33.2 c.f.s decreed to the third enlargement (Priority 294) as adjudicated on August 25, 1936 in Civil Action 3082. Blue Creek acquired and has title ownership to 0.176 c.f.s. in each of the first three priorities ofthe Basin Ditch (totaling 0.528 c.f.s.) and 5.865 c.f.s. in Priority 294. A copy of the Deed conveying the water rights to Blue Creek is attached as Exhibit "C." State Engineer Diversion records for the Basin Ditch show a consistent pattern of diversions starting in late April/early May until the end of October. The recognized capacity of the Basin Ditch is 45 c.f.s. On average, the Basin Ditch diverts in the range of 35 to 42 c.fs. from mid-May to mid-July. Then in most years, it drops off to diversions around 15 to 7 c.f.s. through mid-September and into the fall. However, the diversion point stretch ofthe Roaring Fork River has not historically been limited by physical flow, so it appears lack of late season diversions are not a result of lack of divertable water supply. The Basin Ditch Priority Nos. 49. 108. and 137 are not subject to the "Cameo call," a Colorado mainstem call that occurs most every irrigation season, generally from late June through October and occasionally in April. The later Basin Ditch Priority 294 is subject to the "call." yet has historically enjoyed protection from this call, and thus was permitted to divert, by virtue of inclusion in the historic user's pool for which Green Mountain Reservoir releases are made. The Basin Ditch water right has historically served the approximately twenty acres of pasture land located on the north portion of the Blue Creek property where the proposed tree farm/nursery open space will be located. This area has also been historically served by the Middle Ditch, further discussed below. Blue Creek's 6.4 c.f.s. ownership in the Basin Ditch is adequate legal and physical water to service the raw water irrigation demands ofthe proposed P.U.D. No change of water right case will be required to be filed in Water Court since the Basin Ditch is decreed for irrigation and the law, as well as the State Engineer's Office, recognizes no change of water right when only the crop or plant grown is changed. The Middle Ditch and Lower Ditch also serve Blue Creek Ranch. The Middle Ditch diverts by decree from Blue Creek. The Ditch was originally decreed for 5.0 c.f.s. in Civil Action 132, adjudicated on 5/11/1889 with an appropriation date of 4/17/1884. 1.76 c.f.s. of that amount has been decreed to an alternate point of diversion at the Middle Ditch Well in Case No. W-197. The Lower Ditch was originally decreed for 1.5 c.f.s. on 5/11/1889 with an appropriation date of 4/1511882 in Civil Action 132 for diversion out of the Roaring Fork River. A further appropriation was decreed to the Lower Ditch in the amount or 11.9 c.f.s. on 11/5/1971 with an appropriation date of W:ILane& 'u3nming\;91 illt.ctters\.CiarfieldUcunn•I'lanning t-16-02 wpd PATRICK, MILLER & KROPF, PC. Mark Bean January 17. 2002. Page 4 4/15/1882 in Civil Action 5884. Blue Creek acquired and has title ownership to 0.96 c.f.s. in Priority 83 of the Middle Ditch. See Exhibit "C." Blue Creek acquired and has title ownership to 0.365 c.f.s. of Lower Ditch. Priority No. 23, and 3.996 c.f.s. in Lower Ditch, Priority No. 721. See Exhibit "C." There has never been a call on these water rights. Blue Creek's ownership amounts in the Middle and Lower Ditch are more than legally and physically sufficient for the continued irrigation of open space in and around the residential development. No change case will be required for the continued use of these water rights for irrigation. B. Wastewater Service: Blue Creek is proposing to construct an on-site wastewater treatment facility for sewer service to the development and has obtained Site Application approval from the State. Blue Creek may still have an option to connect to the Ranch at Roaring Fork ("Ranch"} wastewater treatment plant,however, at this time no agreement has been reached. 1. On site system: On November 21, 2001, Blue Creek obtained Site Application Approval #4565 from the Colorado Department of Public Health and Environment ("CDPI-IE") for a new Domestic Wastewater Treatment Plant pursuant to the Department's Regulations. See copy of :Site Approval attached hereto as Exhibit " D. " The Garfield County Board of Commissioners recommended approval of the on-site system on September 4, 2001. There are no conditions on the Site Approval other than CDPHE's standard compliance provisions. The Site Approval represents the legal authorization from the State to construct the wastewater treatment facility. Blue Creek's engineers will be submitting the plans and specifications for State "design - review in the near future. 2. Connection to the Ranch al Roaring Fork: Blue Creek is also holding open for consideration. a potential option for wastewater treatment service through the Ranch, however, at this time, no progress has been made in this regard. On August 30. 2001 the Ranch wrote to your office that it would consider providing treatment service to Blue Creek upon several contingent factors being satisfied. See Letter from Ranch to Mark Bean attached hereto as Exhibit "F. " Several of these factors are unobtainable or difficult to obtain. For instance, there is still uncertainty the Ranch will have Plant capacity to serve Blue Creek. There is indication that to make plant capacity available, Blue Creek would be required to fix the Ranch's existing service line infiltration problems, at W: Lane&Cummmg'•.5(1l :1'I.etrcrs•(;articJd('nunt}I1 nning PATRICK, MILLER & KROPF, F.C. Mark Bean January 17, ?OO' Page 5 potentially significant cost. The Ranch also is requiring that the State Water Quality Control Division affirmatively concur that such additional service would not trigger the planning requirement for a further Ranch plant expansion. We do not believe it would be possible to obtain this kind of up -front concurrence from the State. as the State will only evaluate the capacity thresholds based on actual or reported numbers once all users come on-line. Blue Creek is also uncertain the three-quarters "super majority" affirmative vote of all the Ranch homeowners can be obtainLd to provide service and to amend the Ranch's Declarations regarding service to "adjacent" properties. However, in preparation for the potential of service through the Ranch, Blue Creek has entered into a Sewer Connection Agreement with AEE to allow connection to All;'s main sewer trunk line and the conveyance of wastewater through this line to the Ranch property boundary. A copy oftheq final recorded Sewer Connection Agreement is attached as Exhibit "E." C ' Summary: Based on the foregoing, it is our opinion that 131ue Creek has legally adequate water and sewer to serve the proposed development. If you have any questions, need further information, or would like to discuss any of the above. please give me a call. Very truly yours. PA 1 P.1CK. MILLER & KROPF, P.C. \ 1'10 B essional Corporation By: Scott C. Miller miller irriies lati%Cf ni SCMlslp Enclosures W 11.iwca:C'umnning%541 All oaters\CiartiiIdCounhPlanning 1-16-02 spd PATRICK, MILLER & KROPP, P.C. Mark Bean January 17. 2002 Page 6 cc wlencl: Blue Creek Land Holdings, LLC' Rob Cumming Ace Lane (w/out enclosures) Larry Green, Esq. Tom Lancanella Glenn Horn Yancy Nichols/Mark Heckler 1 .1ne&C'uaim111116591 Al1,cticrst(iarlie IdCounq Planning t- Ic+-02.tr pil 11111 111111111111111111111111111 1111111 3 1111 5.1836 11/08/2001 02:17P 81301 P751 M ALSDORF 1.,af 23 R 115.00 D 0.00 GARFIELD COUNTY CO WATER SUPPLY AND CONNECTION AGREEMENT , THIS WATER SUPPLY AND CONNECTION AGREEMENT ("Agreement") is made and entered into as of the day of , 2001, by and between BLUE CREEK LAND HOLDINGS, LLC, a Colorado limited liability company ("Blue Creek"), ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability company ("AEE"), and ASPEN EQUESTRIAN ESTATES HOMEOWNERS ASSOCIATION ("AEEHOA"); RECITALS: A. Blue Creek is the owner of that certain real property located in Garfield County, Colorado commonly known as Blue Creek Ranch, which property is described on Exhibit "A" attached hereto and incorporated herein by this reference ("Blue Creek Ranch") together with certain water rights used in connection with such property; and B. AEE is the developer of that certain real property located in Garfield County, Colorado known as the Aspen Equestrian Estates P.U.D., which property is described on Exhibit "B" attached hereto and incorporated herein by this reference ("AEE Property") together with certain water rights used in connection with such property; and C. Within the AEE Property and shown on the recorded plat thereof is a parcel of land described and known as the "Equestrian Lot," which is owned by AEE ("Equestrian Lot"); and D. Within the AEE Property and shown on the recorded plat thereof are common areas of open space and roads owned by the AEEHOA ("AEEHOA Common Area"); and E. Located primarily upon the Equestrian Lot is a water storage tank. a water treatment plant and related facilities owned by AEEHOA (collectively the "Plant") and located upon the AEEHOA Common Area is an existing underground water well owned by AEEHOA connected to the Plant, all of which structures and facilities are utilized by AEEHOA for the provision of treated water for domestic in-house and associated irrigation use to the single-family residences and other structures and uses located upon the AEE Property, for fire flows, and for treated water service to the Equestrian Lot; and F. AEE has conveyed an easement to AEEHOA for the Plant site located on the Equestrian Lot and such easement is shown on the recorded plat of the AEE Property ("Plant Site"); and G. In the conveyance of the Plant and water supply system improvements and the grant of the easement for the Plant Site to AEEHOA, AEE has reserved unto itself the right to make the Plant available to third parties and to receive compensation and cost EXHIBIT 1111111111111111111111111111111111111111111111111111111 591636 11/08/2001 02:17P B1301 P752 h ALSDORF 2 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO recovery therefore in accordance with such documents of transfer; and H. Blue Creek desires to receive treated water from the Plant for in-house domestic and associated irrigation use by those single-family residences and other structures and uses that may be constructed on Blue Creek Ranch; and I. AEE and AEEHOA are willing to provide such treated water service to Blue Creek, pursuant to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements made herein, Blue Creek, AEE and AEEHOA agree as follows: 1. Treated Water Service to Blue Creek Ranch. Subject to the terms and conditions of this Agreement, AEE and AEEHOA hereby agree to allow Blue Creek to connect to the Plant and agree to supply treated water to Blue Creek Ranch and any development constructed thereon for domestic in-house and associated irrigation use, and other authorized structures and in -building uses. 2. Water Connection Fees: Attorney Fees. Upon the full execution of this Agreement, Blue Creek shall pay to AEE a one-time payment of one hundred seventy- five thousand dollars ($175,000.00) in consideration for the right to connect its facilities to the Plant, for the easement on, over and across the Equestrian Lot necessary to enable such connection and for the right to receive treated water from the Plant in accordance with the terms and conditions of this Agreement (the "Water Connection Fee"). Subsequent to the payment of the Water Connection Fee and provided Blue Creek has met its obligations under Paragraph 11 below with respect to obtaining legal water rights and/or permit approvals, Blue Creek shall be entitled to make physical connection to the Plant and be provided with a treated water supply as set forth herein. In addition to the Water Connection Fee, Blue Creek agrees to pay all of AEE's reasonable attorneys' fees incurred in the negotiation and review of this Agreement, as well as reasonable attorneys' fees incurred in the negotiation and review of any other documents andfor agreements necessary for the implementation of this Agreement (except for documents or agreements that would have been or were required to be prepared despite this Agreement), partial payment of which has been made by Blue Creek to AEE as of the date hereof and is hereby acknowledged by AEE. At AEE's option and direction, Blue Creek shall pay any applicable attorney fees within fifteen days of the date of invoice thereof or deposit estimated fees to be incurred in advance with AEE's attorney to be held in its escrow account until such time as eligible fees are incurred. 3. Refund of Water Connection Fee. Blue Creek is in the process of obtaining certain land use approvals from Garfield County for the subdivision of Blue Creek Ranch. In the event that Blue Creek does not obtain the approvals it requires or otherwise desires to terminate this agreement before making any physical connection to the Plant in 1111111 ill 1111111111111 591636 11/08/2001 02:17P 61301 P753 M ALSDORF 3 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO furtherance of the rights granted by this Agreement, Blue Creek shall be entitled to terminate this Agreement upon written notice to AEE ("Notice of Termination"). Within thirty days after such Notice of Termination is given, AEE shall refund to Blue Creek the Water Connection Fee, less a certain sum of money as determined in accordance with the schedule of reimbursement described as follows. If Blue Creek provides Notice of Termination on or before 5:00 p.m., on December 31, 2001 ("First Refund Deadline"), then AEE shall refund to Blue Creek the Water Connection Fee, less ten thousand dollars ($10,000.00). If Blue Creek provides Notice of Termination after the First Refund Deadline but on or before 5:00 p.m., on December 31, 2002 ("Second Refund Deadline"), then AEE shall refund to Blue Creek the Water Connection Fee, less ten thousand dollars ($10,000.00) and less an additional ten thousand dollars ($10,000.00) for every quarter of the year that has elapsed (in the year in which the Notice of Termination is given) prior to the Notice of Termination. If Blue Creek provides Notice of Termination after the Second Refund Deadline but on or before 5:00 p.m., on December 31, 2003 ("Third Refund Deadline"), then AEE shall refund to Blue Creek the Water Connection Fee, less fifty thousand dollars ($50,000.00) and less an additional twenty thousand dollars ($20,000.00) for every quarter of the year that has elapsed (in the year in which the Notice of Termination is given) prior to the Notice of Termination. For purposes of this Agreement and refund provision, "quarter" means a three month period of time beginning immediately after the preceding three month period and ending at midnight on the last day of the third month in such period. Once a "quarter" begins, the sum of money corresponding with that quarter is not refundable or pro -ratable under this Agreement. The first quarter of a particular year begins immediately after the expiration of the previous Refund Deadline. By way of example, if Blue Creek were to provide Notice of Termination at any time within the first quarter after the First Refund Deadline, AEE would refund the Water Connection Fee, less $20,000.00 ($10,000 for the first year and $10,000 for one quarter of the second year). 4. Master Water Association. It is contemplated that Blue Creek, AEE and AEEHOA shall form a master water association that shall govern, control, maintain and operate the water system for both Blue Creek Ranch and the AEE Property (the "Water Association"). The Water Association shall be responsible for adopting niles and regulations governing water usage within both developments, billing all water users within both developments an equal charge for water usage and reserve for replacement costs, and operating, maintaining, improving, repairing, replacing and taking such other necessary and prudent actions with respect to the Plant and all treated water supply, storage, transmission and distribution facilities and improvements within both developments ("Water System Infrastructure"). It is agreed and acknowledged that the Board of Directors for such Water Association shall consist of two members and an alternate member appointed from Blue Creek or from the homeowners association for Blue Creek Ranch upon the formation of such homeowners association; and two members and an alternate member appointed from the AEEHOA. The Board of Directors shall have such powers including, but not limited to, deciding and acting upon all Water 1111111111111111111111111111111111111111111111111111111 581636 11/0812001 02:17P 61301 P754 M ALSDORF of 23 R 115.00 D 0.00 GARFIELD COUNTY CO System Infrastructure matters. Such "infrastructure matters" include, but are not limited to, proposals for water system infrastructure or facilities repair, replacement, maintenance, construction, extension, cleaning, operation, monitoring and management. All Board of Director decisions, including, but not limited to, all "infrastructure matters," management, control and operation decisions, shall be made by not less than a 75% vote of the Board of Directors. If a 75% vote cannot be reached on a matter or question submitted for a vote, then the matter shall be submitted to a qualified, third -party engineer or hydrologist for an independent determination. The engineer or hydrologist recommendation shall be binding and shall have the same effect as if action on the proposed matter received a 75% affirmative vote of the Board of Directors. If the Board cannot agree on the selection of the hydrologist, the AEE Board members shall nominate a hydrologist and the Blue Creek Board members shall nominate a hydrologist and the selection of the hydrologist from the nominees shall be made by a coin toss. All homeowners within Blue Creek Ranch and the AEE Property shall be subject to and shall comply with any and all rules and regulations adopted by the Water Association. The parties agree to provide for compliance with such rules and regulations in the master declarations of covenants. conditions, and restrictions for their respective properties. The Water Association shall be formed jointly by the parties and articles of incorporation for the Water Association shall be filed with the Secretary of State within thirty (30) days from the full execution of this Agreement. 5. Installation of Blue Creek Facilities. Upon payment of the Water Connection Fee to AEE, Blue Creek shall be responsible, at its sole cost and expense, to design, construct and install any and all water lines, pipes, pumps, valves, meters, and other related facilities and improvements required to deliver treated water from the Plant to Blue Creek Ranch (the "Blue Creek Facilities"). All water lines, pipes and related facilities to be constructed shall be equivalent to and compatible with existing AEEHOA water lines and facilities. Blue Creek shall be responsible for connecting the Blue Creek Facilities to the Plant at that eight -inch (8") valve located near the entrance to the AEE Property, as shown more fully and labeled "water tie in"" on Exhibit "C" attached hereto and incorporated herein by reference (the "Point of Delivery"). The Water Association shall have the right to inspect the connection of the Blue Creek Facilities to the Plant to insure that such connection has been constructed in accordance with acceptable engineering standards. 6. Easement for Blue Creek. Effective upon the full execution of this Agreement, AEE and AEEHOA hereby grant to Blue Creek a temporary construction easement on, over and across that portion of the AEE Property between Blue Creek Ranch and the Point of Delivery in order to allow Blue Creek to construct and install the Blue Creek Facilities thereon at the location labeled "water tie in" and graphically shown on Exhibit "C." The temporary construction easement shall be along either (a) the north edge and outside of the roadway parallel to the existing 8" water line alignment as extended to the AEE Property line on County Road 100; or (b) if it is more feasible, 11111111111111111111111111!1111111111111111111111111111 591636 11/08/2001 02117P 81301 P755 P1 ALSDORF 5 of 23 R 115.00 0 0.00 GARFTELD COUNTY CO practical or sensible from an engineering and cost standpoint to extend the waterline from the existing Point of Delivery to County Road 100 along the existing waterline alignment, then the temporary construction easement shall be granted along this alignment, provided however, if any cutting of pavement is required by the use of this alignment or if necessary to connect to the temporary construction easement referred to in subclause (a) above, such paved surface and/or other improvements shall be promptly restored as closely as possible to their pre -construction condition. The temporary construction easement shall also include an easement reasonable in scope as necessary to install any Blue Creek Facilities at the Plant. Immediately upon final construction and installation of the Blue Creek Facilities, AEEHOA shall grant to Blue Creek a perpetual non-exclusive easement ten (10) feet on either side of the center line of the Blue Creek Facilities and the existing water line from the Plant to the Point of Delivery, as located on the AEE Property; and AEE shall grant to Blue Creek a perpetual non-exclusive easement ten (10) feet on either side of the center line of the water line from the Plant across the Equestrian Lot, as well as a perpetual non-exclusive easement ten (10) feet radially around the Plant which is located on the AEE Property. The easements are for purposes of accessing, operating, maintaining, repairing, improving, replacing and distributing treated water through said facilities (the "Easements"). The location of the Easements will be along the water line and facilities alignment as shown on Exhibit "C" or "as -built,'" Upon final construction and installation of the Blue Creek Facilities the parties agree to expeditiously prepare and thereafter, execute the grant of Easements. Once the Blue Creek Facilities have been installed, Blue Creek shall have a legal description prepared for the Blue Creek Facilities installed on the AEE Property. The legal description shall be approved by the parties, which approval shall not be unreasonably withheld, provided the location of the Easements are substantially similar to that shown on Exhibit "C" or contemplated herein. It shall then be attached to the Easements and the Easements shall be recorded in the Garfield County real estate records. These Easements shall thereafter be conveyed to the Water Association in accordance with Paragraph 7 herein. To the extent any of the Blue Creek Facilities are ever required to be relocated upon the AEE Property in order to continue the water service set forth herein, AEE, AEEHOA and Blue Creek shall cooperate in good faith in the determination of the relocation of the Facilities to a location which does not adversely affect the present or then reasonably foreseeable development or redevelopment of the AEE Property, and in the preparation of an amendment of the legal description of the Easements to reflect the relocated facilities. Any such amended legal description to the Easements shall be recorded in the Garfield County real estate records. 7. Conveyance of AEE Plant, Water Infrastructure. Water Rights & Easements to Association. Insurance. Upon final connection of the Blue Creek Facilities to the Plant, AEEHOA shall transfer and convey the Plant, and both AEEHOA and Blue Creek shall transfer and convey all improvements, components and facilities they respectively own related to the Water System Infrastructure, to the Water Association, free and clear of any and all encumbrances, except any deed of trust of record. Upon final connection anal 11111 111111 1111 1111111 11111 11111 111 11111 1111 111! 591636 11/08/2001 02:17P 01301 P756 t1 ALSDORF 6 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO of the Blue Creek Facilities, AEE, AEEHOA and Blue Creek shall also convey to the Water Association any and all easements and rights-of-way necessary for the Water Association to enter onto the AEE Property and/or Blue Creek Ranch for purposes of operating, maintaining, improving and repairing the Water System Infrastructure. AEE, AEEHOA and Blue Creek shall also convey, transfer and/or assign to the Water Association any and all well permits, water court approvals, water rights, replacement water sources and Basalt Water Conservancy District contracts utilized or associated with the provision of treated water to the AEE Property and Blue Creek Ranch, with the exception of any rights, contracts, permits or approvals related to the Pinto Well for use on the Equestrian Lot, which well and associated rights shall be owned and held separately by AEE. The Water Association shall thereafter be responsible for operating, maintaining, repairing and replacing the Plant and all other related facilities and Water System Infrastructure, and any and all obligations of AEE, AEEHOA and Blue Creek in connection with the Water System Infrastructure, unless otherwise set forth herein, shaII become those of the Water Association. The Water Association shall be obligated to obtain and maintain property and liability insurance related to the Water System Infrastructure in the minimum amount of $1,000,000 and $2,000,000, respectively, and shall cause AEE, AEEHOA, Blue Creek and Blue Creek Homeowners Association (when formed) to be named as co-insured on the liability insurance. The foregoing conveyances by AEEHOA shall be subject to AEE's retained rights to offer water service to third parties as set forth in Paragraph 14 below. 8. Water Service to Blue Creek Ranch and AEE Property. Upon the completion of the final connection of the Blue Creek Facilities to the Plant, the Water Association shall provide treated water service to Blue Creek Ranch and to the AEE Property, expressly including the Equestrian Lot, consistent with the provisions set forth in this Agreement. The average annual treated water demand for the AEE Property has been calculated to be 36.4 acre-feet as shown on the attached water requirements table, attached hereto and incorporated herein as Exhibit "D" ("AEE Water Demand"). The average annual treated water demand for Blue Creek Ranch has been calculated to be 34.2 acre-feet as shown on the attached water requirements table, attached hereto and incorporated herein as Exhibit "E" ("Blue Creek Water Demand"). Either development may exceed its respective Water Demand so long as there is capacity available in the water system. The AEE Property shall have the first right and priority of service up to 36.4 acre-feet of annual water demand produced from the AEE Water Rights. Blue Creek Ranch shall have the first right and priority of service up to 34.2 acre-feet of annual water demand produced from the Blue Creek Water Rights. To the extent both AEE Water Rights and Blue Creek Water Rights are utilized, it is assumed and agreed that AEE Water Rights are utilized first for the service of AEE Water Demand and then Blue Creek Water Demand; and the Blue Creek Water Rights are utilized for the service of any additional demand. Any substantial increase to the AEE Water Demand or Blue Creek Water Demand will require amendment of this Agreement. Except with respect with AEE's retained rights as set forth in Paragraph 14 below, water service by the Water 1111111111.11111111111111111111111111111 111 1111111111111 591636 11/08/2001 02:17P B1301 P757 M ALSDORF 7 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO Association hereunder shall be appurtenant to the AEE Property and Blue Creek Ranch and shall not be transferable by AEE, AEEHOA, Blue Creek or a Blue Creek homeowners' association to any other development or property. The obligations contained in this Paragraph shall be delegated to and assumed by the Water Association, so long as the Water Association remains in existence. 9. Water Service Fees. Following connection of the Blue Creek Facilities to the Plant and conveyance of the Blue Creek Facilities to the Water Association, the Water Association shall charge water service fees to all AEE Property and Blue Creek Ranch lot or parcel owners. All lot or parcel owners within the AEE Property and Blue Creek Ranch shall be charged the same basic water service rate as set by the Water Association, which charges for water service shall be submitted directly by the Water Association to each lot or parcel owner within both developments. The Basic Rate shall be established in an amount per EQR used that covers all costs associated with the Plant and Water System Infrastructure, including, without limitation, operations, permitting, maintenance, repair and replacement of the Plant and Water System Infrastructure, including a reasonable reserve. For purposes of establishing the basic water service fee, each single family residential lot on AEE Property and Blue Creek Ranch shall be assumed to require one EQR, defined as 350 gallons per day (based on 3.5 people each using 100 gallons per day) and water demand for up to 2,500 square feet of lawn and garden irrigation. The basic water service fee for non-residential uses shall be established by comparing the estimated (or actual, if the information is available) water requirement for such use to the water requirement for one EQR and adjusting the service fee accordingly. The Water Association shall have the power to charge a surcharge water service fee for water usage by a lot or parcel owner over the set water amount associated with the basic water service fee for such user. The Water Association shall also have the power to shut-off or curtail such over -usage by a lot or parcel owner. The Water Association may charge a stand-by fee to residential lot owners where a water line is installed and ready for connection to the residential lot but is not so connected. I0. Use of Water. Upon delivery of water to residences or other uses within the AEE Property and Blue Creek Ranch, use of water by the individual homeowners and/or other users shall be monitored by individual water meters installed on each residence and/or water -using structure. Such individual meters shall be required by the parties hereto. Each water user within both developments shall thereafter be obligated to pay for the amount of water delivered to the respective lots or structures as recorded by its individual meter pursuant to the rates and regulations adopted by the Water Association in accordance with the above Water Service Fees. Each lot owner and water user within Blue Creek Ranch and the AEE Property shall enter into a water service contract with the Water Association which shall set forth specific terms and previsions related to water delivery, water usage, payment obligations, and other related matters. Blue Creek intends to provide raw water to Blue Creek Ranch through its irrigation water rights and associated ditch system for the additional irrigation of lands within Blue Creek 11111111111111111111111111111111111111 iii Ilili 1111 ini 591636 11/08/2001 02:17P 81301 P758 M ALSOORF 8 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO Ranch_ Blue Creek will assure that there will be no cross -connections between the Blue Creek Facilities and other treated water facilities owned by individual residences and the raw water irrigation system. 11. Water Supply to Plant: Legal Water Approvals and Rights. It is understood that the source of water supplied to the Plant to serve Blue Creek Ranch and the AEE Property shall be from two wells located upon the AEE Property known as the Appaloosa Well and the Arabian Well, permitted under SEO Well Permit Nos. 053322-F and 053323-F, respectively (the "AEE Water Rights"). The AEE Water Rights are covered by Basalt Water Conservancy District Contract #343 (the "Contract"). At the time of the execution of this Agreement, the Appaloosa Well is constructed and operational, while the Arabian Well was not contemplated to be constructed and made operational until such time as the AEE Property reached fifty percent (50%) of build out. If and when it becomes necessary to drill and connect the Arabian Well, in the discretionary opinion of the Water Association, the cost of constructing the Arabian Weil and connecting it to the Plant shall be borne solely by Blue Creek or the Blue Creek homeowners' association. The parties hereto recognize and agree that it will be necessary to re -permit and/or obtain "second" well permits for the AEE Water Rights, as well as, an amendment to the Contract or an additional Basalt Water Conservancy District water allotment contract, in order to obtain Iegal authorization to service Blue Creek Ranch ("Re -permitting Requirements"). The fees and costs for such Re -permitting Requirements shall be borne solely by Blue Creek. AEE shall assign the Appaloosa and Arabian Well Permits and the Contract, as amended, to the Water Association subsequent to the formation of the Water Association, and subsequent to completion of the Re- permitting Requirements, after which the Water Association shall at all times keep the Contract and well permits current and in full force and effect. The Water Association shall be responsible for securing other Basalt Water Conservation District water supply contracts or other sources of augmentation for the AEE Water Rights, including obtaining Water Court decreed water rights and obtaining a Water Court plan for augmentation for the AEE Water Rights, if such actions are necessary or required in the future. To the extent fees are incurred or paid in connection with such other contracts, permits or Water Court approvals, the Water Association shall pass the costs of the same to the consumers in both developments as a part of the water service rates. The parties hereto agree that the Water Association shall have a first right of use of the AEE Water Rights and the water produced thereby upon formation of the Water Association and continuing for the duration of this Agreement. 12. Additional Water Supply. In the event of an emergency, water shortage, or any other situation which results in the AEE Water Rights not producing sufficient physical water to provide the water service to both Blue Creek Ranch and the AEE Property as provided herein, the parties agree and acknowledge that the parties shall be obligated to construct one or two wells, as needed, on Blue Creek Ranch in order to provide a back-up supply of water to Blue Creek Ranch and the AEE Property ("BIue 1111111111111111111111111111! 11111 1111! 111 11111 1111 111 591636 11/08/2001 02:17P B1301 P759 11 ALSDORF 9 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO Creek Water Rights"). Such determination of insufficient physical supply shall be made by the Water Association. To the extent such well(s) are required to be constructed, the cost of construction and connection thereof, in addition to the cost of any required legal and engineering work, and permitting, contracting or Water Court approvals in connection with the well(s), shall be split equally between the two parties. Blue Creek shall cooperate with the Water Association to provide reasonable access to the Water Association for connection to the Blue Creek Water Rights and for the connection of such rights to the Plant. To the extent the Blue Creek Water Rights are not sufficient enough to provide an adequate supply of water to the Blue Creek Ranch andlor the AEE Property upon a failure of the AEE Water Rights to do so, -AEE and Blue Creek shall be obligated to secure any and all other water rights or sources in order to ensure adequate water supply to Blue Creek Ranch and the AEE Property, and the costs tht.-eof shall be split equally between the parties. 13. Operation, Maintenance and Repair. Upon installation of the Blue Creek Facilities by Blue Creek, the Water Association shall thereafter be solely responsible for operating, maintaining, repairing, improving, and replacing the Plant and the Water System Infrastructure and any facilities required to be constructed in the future as contemplated herein, and for collecting for all costs associated therewith. AEE and Blue Creek shall provide in the protective covenants of its respective homeowners' associations that such associations shall include as a cost of which they can place a lien on the lots of their respective members, the charges payable under this Agreement by an owner who is delinquent in the payments to the Water Association and shall upon request of the Water Association, foreclose such lien and collect such delinquent payments, together with interest thereon at the rate of eighteen percent (18 % per annum) and collect costs and attorney fees. Unless set forth otherwise in this Agreement, the costs associated with the obligations set forth above shall be assessed equally to the parties hereto andlor the homeowners within such developments by the Water Association. In the event it is ever determined by a qualified engineer that a third pump should be added to the Plant in order to continue to provide the water service to the AEE Property and Blue Creek Ranch as provided herein, or to expand such service as may be agreed upon by the parties, Blue Creek agrees that it or its successors and assigns shall be responsible for paying for such pump and its installation at the Plant. The Water Association shall keep the Plant and the Water System Infrastructure and all future facilities in good working order at all times and ensure that the Plant is at all times capable of providing the AEE Property and Blue Creek Ranch treated water supply. 14. Additional Water Users. The parties agree that nothing herein shall prevent AEE from making the Plant, distribution lines or other water infrastructure located on AEE Property or the Common Areas of the AEEHOA available for providing treated water to other properties and for receiving compensation therefore provided however, AEE agrees that it shall provide competent engineering that shows that any such additional service through the Plant demonstrates that such additional usage shall 9 1111111 11111 11111 1111 111111 1IDi 11111111 111111 111 1111 591636 11/08/2001 02.17P B1301 P760 M ALSDORF 10 of 23 R 115.00 D 0.00 GARFIELD COUNTY Co not have an adverse impact upon the ability of the Plant to provide sufficient treated water to Blue Creek Ranch or the AEE Property as provided herein. If such additional water service is to be considered, the parties agree that as a condition to AEE offering such service, the third party must contribute and provide sufficient physical and legal water supplies to support such additional water service, similar in scope and extent as required of the parties herein. If it is determined that such additional water service will be provided, Blue Creek shall not be responsible for any payment for any improvements or upgrades to the Plant to increase its capacity to avoid any such adverse impact. Notwithstanding any provisions in Paragraph 12 to the contrary, such improvements shall include the purchase and installation of a third pump or written determination from a competent engineer that such pump is not necessary to maintain the level of service provided to Blue Creek Ranch and the AEE Property prior to the additional service. Blue Creek and/or a Blue Creek homeowners' association and AEEHOA shall have no obligation in the future to pay through increased service fees for any expansion, upgrade or other improvements to the Plant or infrastructure due to the expanded use thereof, or to provide or make available the Blue Creek Wells for any additional user of the Plant. Notwithstanding the above, the parties agree that should a third party hereafter connect to the Plant and receive water service, Blue Creek shall be entitled to recover from such third party its actual costs and fees associated with constructing and installing the Arabian Well and/or a third pump, if such additional service utilizes or in any way increases the demands upon the Arabian Well and/or the third pump; and if such additional service does so use or increase such demand, both Blue Creek and AEEHOA shall be entitled to recover its respective share of the actual costs and fees associated with constructing and installing one or more of the Blue Creek Wells. All recoverable costs and fees may be escalated at the rate of 3% per year from the date of completion of these structures. Nothing herein is to be construed as consent by Blue Creek, its successors and assigns, to a third party connecting to Blue Creek Facilities or water infrastructure located on or traversing Blue Creek Ranch in order to receive water service from the Plant, such consent to be given, if at all, in the sole and absolute discretion of Blue Creek and upon such terms and conditions as Blue Creek may require. 15. Representations and Warranties of AEE and AEEHOA. AEE and AEEHOA hereby represent and warrant to Blue Creek, as of the date hereof and again as of the date that Blue Creek connects to the Point of Delivery, that to the best of their knowledge: a. AEE and AEEHOA have full right, power and authority to grant the water service contemplated herein to Blue Creek and to enter into this Agreement and the various other agreements and documents contemplated herein, and that the provision of the water service and the entering into of this Agreement and such other agreements and documents shall not violate any other agreement, arrangement, restriction or other matter to which AEE and/or AEEHOA are a party; and b. Subject to AEE's retained rights in Paragraph 14 above, AEEHOA owns the Plant, water rights, water permits, easements and other water system 10 i1Iillillh1lllhlI1fIilIHhI1lIIll1l1ItlIlllh1I1I1IIll1 591636 11/08/2001 02:17P B1301 P761 M RLSDORF 11 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO improvements located on the AEE Property free and clear from any and all encumbrances and liens of any kind, or in the alternative, has or will within sixty (60) days following execution of this Agreement, obtained a release or sufficient subordination(s) in recordable form from any senior lienholder(s) releasing or subordinating such liens or interests to AEEHOA ownership and to this Agreement. The parties hereto shall not encumber the Plant, the easements, the water rights or other water system improvements with any debt or obligation of any kind following the execution of this Agreement by the parties except if such debt or obligation is subject to the terms of this agreement or if the encumbering party obtains the consent of the other non -encumbering parties to this Agreement. AEE, AEEHOA and Blue Creek agree that neither of them shall undertake any action or, to the extent they are affirmatively obligated to prevent an action to occur to allow any condition to exist that interferes with the uninterrupted delivery of water to either of their properties. 16. Breach of Contract: Default. In the event of a breach of any of the terms and conditions of this Agreement, the non -breaching party shall give the party or parties in default written notice of said breach and a thirty (30) day right to cure; provided, however, that if it is determined in any of the parties sole discretion that the cure of any breach by the other party is immediately necessary in order to protect the health, safety, and welfare of any of the water users, the 30 -day cure period set forth above shall not apply. In the event the breaching party has not cured said default within the 30 -day period, or begun the diligent undertaking of good faith efforts to cure the default, within the 30 day period, the non -breaching party may bring an action in the Garfield County District Court for damages, mandatory injunctive relief, and/or specific performance and, if determined to be the prevailing party, shall be entitled to recover from the other party reasonable attorneys' fees and costs expended in connection with such action. 17. Assignment. Blue Creek shall have the right, without the consent of AEE and AEEHOA, to assign all or a portion of its right, title and interest in this Agreement to any other party that is a successor in ownership to all or any portion of Blue Creek Ranch, and to any homeowners' association formed to govern all or any portion of Blue Creek Ranch, so long as any such assignee shall assume in writing Blue Creek's obligations hereunder and, to the extent that all of such obligations are assigned, Blue Creek is released from any responsibility for such obligations subsequent to the assignment thereof. AEE shall have the right, without the consent of Blue Creek, to assign all or a portion of its right, title and interest in this Agreement to any other party that is a successor in ownership to all or any portion of the AEE Property, and to any homeowners' association formed to govern all or any portion of the AEE Property, so long as any such assignee shall assume in writing AEE's obligations hereunder and, to the extent that all of such obligations are assigned, AEE is released from any responsibility for such obligations subsequent to the assignment thereof. AEEHOA shall have the right, without the consent of Blue Creek or AEE, to assign all or a portion of its right, title and interest in this Agreement to any other party that is a successor 11 11111111111111111111111111111101111111111 591636 11/08/2001 02:17P 81301 P762 H ALSDORF 12 of 23 R 115.00 0 0.00 GARFIELD COUNTY CO organization or homeowners' association, so long as any such assignee shall assume in writing AEE's obligations hereunder and, and has the power and authority to meet those obligations, and to the extent that all of such obligations are assigned, AEEHOA is released from any responsibility for such obligations subsequent to the assignment thereof. 18. Termination of Water Association. The parties recognize that the provision of water service to Blue Creek Ranch and the AEE Property is a vital necessity. Therefore, it is understood that in the event the Water Association is terminated, dissolved or caused to cease existence for any reason, the Water Association shall convey undivided interests to Blue Creek (or the Blue Creek homeowners' association, if formed) and AEEHOA, their successors and assigns, without any consideration, the various components of the Water System Infrastructure, the Plant, and the water rights/interests, respectively, together with any and all easements and other assets and rights of the Water Association in order that the parties can continue to provide water service to the homeowners within each development. Thereafter, the AEE homeowners association and the Blue Creek homeowners association shall be equally responsible for operating, maintaining, repairing, improving and replacing the Water System Infrastructure. In such event, the respective homeowners' associations shall abide by the obligations and agreements contained in this Agreement until such time as this Agreement is terminated or amended to provide otherwise. 19. No Convevance or Encumbrance. Neither AEE nor Blue Creek shall sell, convey, transfer, hypothecate, lease, loan, or encumber the AEE Water Rights or the Blue Creek Water Rights, respectively, without the express written consent of the other party. 20. Indemnification. The parties agree to indemnify, defend, and hold the other harmless from any and all claims, liabilities, injuries, deaths, suits, causes of action or losses of any nature whatsoever incurred by either party resulting from any activity undertaken by such party on the property of the other pursuant to this Agreement. The parties hereto intend not to duplicate any legal services or other costs associated with the defense of any claims against either party described in this section. Therefore, the parties hereto agree to cooperate in full to prevent duplicative expenses incurred as a result of the indemnification herein described, 21. Notice. All notices required under this Agreement shall be in writing and shall be hand -delivered or sent by facsimile transmission or registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties herein set forth. All notices by hand delivery shall be effective upon receipt. All facsimile transmissions shall be effective upon transmission receipt. All notices by mail shall be considered effective seventy-two (72) hours after deposit in the United States mail with the proper address as set forth below. Either party by notice so given may change the address to 12 111111111111111111111111111111111111111111111111 Mit 131of6231R08/2001 115.00 D2t17P 81301 0.00 GARFIELDE3 M RP COUNTY CO which future notices shall be sent. Notice to Blue Creek: With Copy To: Notice to AEE: With Copy To: Blue Creek Land Holdings, LLC do Rob Cumming 3220 County Road 100 Carbondale, CO 81623 Arthur J. Schiler, Esq. • Lane Industries, Inc. One Lane Center 1200 Shermer Road Northbrook, Illinois 60062 Aspen Equestrian Estates, LLC do Jay Weinberg PO Box 4788 Aspen, CO 81612 Klein-Zimet F.C. c/o Herb Klein, Esq. 201 N. Mill St. 4203 Aspen, CO 81611 Phone: (970) 925-8700 Fax: (970) 925-3977 22. Miscellaneous Provisions. a. This Agreement shall be construed under, and in accordance with, the laws of the State of Colorado. b. This Agreement shall be binding upon and inure to the benefit of Blue Creek, AEEHOA and AEE and their respective legal representatives, successors and assigns,. c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 13 1111111 111111 11111111111111 HEIII 111.111 1111111 591636 11/08/2001 02:17P B1301 P764 M ALSDORF 14 of 23 R 116,00 D 0.00 GARFIELD COUNTY CO d. This Agreement constitutes the sole and only agreement of Blue Creek, AEEHOA and AEE with respect to the Plant, Water System Infrastructure and water service herein and supersedes any prior understandings or written or oral agreements between Blue Creek, AEEHOA and AEE with respect to the matters contained herein. This Agreement may not be amended or modified except by written agreement signed by Blue Creek or its successors and assigns, including a Blue Creek homeowners' association, and AEE or its successors and assigns, and AEEHOA or its successors and assigns. e. Blue Creek, AEEHOA and AEE pledge to utilize their best good faith efforts to act in a timely and reasonable manner to fulfill their obligations hereunder. f. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise, g. The section headings utilized herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the scope, extent or intent of this Agreement or any part hereof. h. The failure by either Blue Creek, AEEHOA or AEE to enforce against the other party any term or provision of this Agreement shall be deemed not to be a waiver of the right of either Blue Creek, AEEHOA or AEE to enforce against the other party the same or any other such term or provision. i. This Agreement may be executed in multiple originals or counterparts, each of which shall be an original and, when Blue Creek, AEEHOA and AEE have each signed and provided to the other party at least one (I) copy, such copies together shall constitute a fully executed and binding agreement. Signatures transmitted by facsimile shall be binding as original signatures. j. If either Blue Creek (or a Blue Creek homeowners' association), AEEHOA or AEE files any action or brings any proceeding against the other arising out of this Agreement, then as between Blue Creek (or a Blue Creek homeowners' association), AEEHOA and AEE, the substantially prevailing party shall be entitled to recover, as an element of its costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. A party not entitled to recover its costs shall not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining whether a party is entitled to attorneys' fees. k. Nothing herein contained shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal or agent or of partnership or joint venture or of any association between AEE, AEEHOA and Blue Creek, except as parties to this Agreement. 14 111111111111111111 I1i IiIIiI 1III IIII 111 111111 111 1111 391636 11/08/2001 02:17P B1301 P765 M RLSOORF 15 of 23 R 115.00 O 0.00 GARFIELD COUNTY CO IN WITNESS WHEREOF, Blue Creek, AEEHOA and AEE have executed this Agreement as of the date first above written. BLUE CREEK: BLUE CREEK LAND HOLDINGS, LLC, a Colorado limited liability company By: LANE lNDUSTRIES, INC., a Delaware corporation, its sole manager rte` By: ��v! Name: �� Arthur J. Schiier�` Title: Senior Vice President, Secretary and General Counsel AEE: By: Name: Tit ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability company AEEHOA: ASPEN EQUESTRIAN ESTATES HOMEOWNERS' ASSOCIATION, INC. 15 5iiniiiugi ugii ipi uniu mii iiniiiinuii m uu 16 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO STATE OF COLORADO COUNTY OF 60,..41.6 ) ) ss. Acknowledged, subscribed, an-d§worn to before me this ' day of ,,�tl, ,,.. od. , 2001, by i ... l . h i 11,12_.('-' , as ;:��` ;;'`' . CREEK LAND HOLDENGS, LLC. C,r • ) t ct } S of LANE INDUSTRIES, INC, as Managing Member of ELLE;, j�`......,,iF '"; /1? a.-. ,...t. i :• e - �•.�. LA Witness my hand and official seal. My Commission expires: (SEAL) STATE OF COLORADO COUNTY OF Notary Public Acknowledged, subscribed, and sworn to before me this rt51 day of dp...49-xin, 2001, by Al. 4l"�/s(4,3' , as PyateAt of ASP N EQUESTRIAN ESTATES, LLC. lL"i L �d and official seal. COUNTY OF,{,,.,., 2 Acknowledged, subscribed, and sworn to before me this day of 2001, by r-, y/ ,V L/Li//,,r [ -l' , as of ASPEN EQUESTRIAN ESTATES HOMEOWNERS' PrOJS ASSOCIAT 16 Notary Public 1111111 11111 lilili 1111 1111111 11111 11111 111 111111 111 1111 591636 11/08/2001 02:11P 81301 P767 M ALSDORF 17 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO Our Order No. GW2341_55-3 A PARCEL OF LAND SITUATED EN THE UNITED STATES GOVERNMENT LOTS 1, 2, 6, 7, 11 AND THE NORTHEAST QUARTER SOUTHWEST QUARTER OF SECTION 31, TOWNSHIP 7 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, GARFIELD COUNTY, COLORADO, SAID PARCEL IS LOCATED SOUTHERLY OF COLORADO STATE HIGHWAY NO. 82, EASTERLY OF GARFIELD COUNTY ROAD 100 AND NORTHERLY OF THE D�� iVER AND RIO GRANDE WESTERN RAILROAD RIGHT-OF-WAY, AND IS MORE FULLY DESCRIBED AS FOLLOWS: COMMENCING C1NG AT THE NORTHWESTERI.,Y CORNER OF SAID GOVERNMENT LOT 2, SECTION 31, THENCE SOUTH 00 DEGREES 55'02" EAST, A DISTANCE OF 1197.021' th: i TO THE LNIERSECTION OF SAID COUNTY ROAD 100 EASTERLY RIGHT-OF-WAY WIIH THE SOUTHERLY RIGHT-OF-WAY OF COLORADO STATE HIGHWAY NO. 82, THE TRUE POINT OF BEGINNING; 1tiEtiCE EASTERLY ALONG SAID STATE HIGHWAY SOUTHERLY RIGHT-OF-WAY THE FOLLOWING: NORTH 81 DEGREES 01'05" EAST, A DISTANCE OF 7.29 FEET TO THEE PC6TIION FOR COLORADO DEPARTMENT OF TRANSPORTATION (CDOT), MONUMENT 529 OF PROJECT NO. CX(FC) 24-0082-26 (MISSING), (SA ID POINT IS MARKED BY A WITNESS CORNER MONUMENT, A 5/8" STEEL ROD WITH YELLOW PLASTIC CAP MARICED BUETTN. ER 13166 WC, AT A DISTANCE OF NORTH 81 DEGREES 01'05" EAST, 2.00 1!'Era FROM THE CDOT MONUMENT POSITION, SAID WITNESS CORNER MONUMENT IS LOCATED AT THE BASE OF A WIRE FENCE); THENCE NORTH 81 DEGREES 01'05" EAST, A DISTANCE OF 10.91 FEET TO A CDOT MONUMENT 530 OF SAID CDOT PROJECT; THENCE NORTH 72 DEGREES 01'13" EAST, A DISTANCE OF 188.81 1r :1 TO 1tii CDOT MONUMENT 531 OF SAID PROJECT; THENCE SOUTH 84 DEGREES 43'15" EAST, A DISTANCE OF 401.16 E'1•.1•.1 TO THE CDOT MONUMENT 532 (MISSNG NOW MARKED WITH A 5/8" 51 EEL ROD AND YELLOW PLASTIC CAP MARKED BLE11NER 13166), OF SAID PROJECT; THENCE SOLTFI 78 DEGREES 30'40" EAST, A DISTANCE OF 382.98 FEET TO A WIRE FENCE CORNER; 1 HENCE DEPARTING SAID STATE RIGHT-OF-WAY SOL.TH 00 DEGREES 35':3" WEST, A DISTANCE OF 1834.33 HTT ALONG A WIRE FENCE TO A FENCE CORNER; THENCE SOUTH 89 DEGREES 16'38" EAST, A DISTANCE OF 231.46 1 El 10 A FENCE CORNER; THENCE SOUTH 00 DEGREES 10' 42" EAST A DISTANCE OF EAST, A DISTANCE OF 785.71 rx:x:1 ALONG A WIRE FENCE TO A LN'TERSECITON WITH THE DENVER AND RIO GRANDE WESTERN RAILROAD NORTHERLY RIGHT-OF-WAY, SAID POINT OF INTERSECTION BEING WITHIN THE ROARING FORK RIVER; 1 HENCE WESTERLY ALONG SAID NORTHERLY RAILROAD RIGHT-OF-WAY, BEING LOCATED WITHIN THE ROA RING FORK RIVER THE FOLLOWING: SOUTH 80 DEGREES Z7'41" WEST, A DISTANCE OF 230.73 1. E.t.1; SOCTH 83 DEGREES 46'38" WEST, A DISTANCE OF 96.97 EEL ; SOUTH 84 DEGREES 11'43" WEST A DISTANCE OF 99.20 lend; SOUTH 84 DEGREES 12'11" WEST, A DISTANCE OF 99.74 1EE1; SOUTH 84 DEGREES L2'20" WEST, A DISTANCE OF 99.08 I'.t..1; SOUTH 84 DEGREES 12'45" WEST, A DISTANCE OF 103.09 FF'EET; SOUTH 84 DEGREES 06'14" WEST, A DISTANCE OF 97.411'1 .1; SOUTH 84 DEGREES 09'08" WEST, A DISTANCE OF 100.70 r.1; 14111111111111111111111111111)111111111111.1111111111111 591636 11/08/2001 02:17P 61301 P768 M ALSDORF 18 of 23 R 115.00 D 0.00 GARFIELD COUNTY CO reettiFITICNI Our Order No. GW234155-3 SOUTH 84 DEGREES 53'34" WEST, A DISTANCE OF 96.53 FEET; SOUTII 86 DEGREES 56'14" WEST, A DISTANCE OF 93.61 FEET; NORTH 89 DEGREES 35'58" WEST, A DISTANCE OF 93.75 FEET; NORTH 86 DEGREES 21'01" WEST, A DISTANCE OF 94.46 FEET; NORTH 82 DEGREES 59'43" WEST, A DISTANCE OF 94.93 1.1171; NORTH 79 DEGREES 59'43" WEST A DISTANCE OF 95.24 It'1F..K t'; NORTH 77 DEGREES 47'12" WEST, A DISTANCE OF 97.041 ha I; NORTH 77 DEGREES 19'56" WEST, A DISTANCE OF 99.76 FEET; NORTH 77 DEGREES 10' 16" WEST, A DISTANCE OF 86.35 FEET TO A INTERSECTION WITH THE EASTERLY RIGHT-OF-WAY OF GARFIELD COUNTY ROAD 100; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY THE FOLLOWING COURSES AND CURVES; THENCE NORTH 36 DEGREES 10' 38" EAST, A DISTANCE OF 92.37 FEET; THENCE ALONG A CURVE TO THE !FET 145.86 FE/a, THE RADIUS OF SAID CURVE BEING 340.27 Fr.. 1, THE CENTRAL ANGLE IS 24 DEGREES 33' 37", THE cuRyE LONG CHORD BEARS NORTH 24 DEGREES 23' 49" EAST, A DISTANCE OF 144.75 ; THENCE NORTH 12 DEGREES 07' 00" EAST, A DISTANCE OF 1490. 00 FEET; THENCE ALONG A CURVE TO THE LEFT 296.07 FEET, THE RADIUS OF SAID CURVE BEING 1462.39 11 :i, THE CE+'TRAL ANGLE 15 11 DEGREES 36' 00", THE CURVE LONG CHORD BEARS NORTH 06 DEGREES 19' 00" EAST, A DISTANCE OF 295.57 FEET; THENCE NORTH 00 DEGREES 30' 48" EAST, A DISTANCE OF 727.56 FEET TO THE TRUE PONT OF BEGINNING COUNTY OF GARFIELD STATE OF COLORADO 1 111111 11111 111111 1111 111111 11111 I1II 1I 111111 111 /III 591636 11/08/2001 02:17P B1301 P769 M RLSDORF 19 of 23 R 115.00 D 0.00 G#RFIELD COUNTY CO EXHIBIT B Aspen Equestrian Estates Subdivision ACCORDING TO THE Plat map thereof filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578 located in the County of Garfield, State of Colorado 1? cs IETOAEE EXISTING WATER MAIN ¢M FOISTING awe ROM 1€ a IMMO MAW -SEW€ELTIE II WATER AND SEWER CONNECTION LOCATION DETAIL I' = 60' NOTES:I) BLUE CREEK RANCH AND PORTION OF CERISE PROPERTY BY SOPRIS ENGINEERING. 2) ASPEN EQUESTRAIN ESTATES AND ST. FINNBAR FARMS DRAPINGS BY HIGH COUNTRY ENGINEERING. 3) LOCATI❑N, ORIENTATION. SCALING, ETC.. ARE APPR❑XIMATE AND SHOULD NOT BE USED FOR DETAILED DESIGN, BLUE CREEK RANCH AND ASPEN EQUESTRIAN ESTATES WATERJSEWER CONNECTION MAP SCALE: I . 250` DATE SHEET: AUG 17, 2001 1 OF 1 DRAWN BY: C-IKD BY:IAPPD BY: DRAWING: DWI J _ _ t BC_bvse dwg BLUE CREEK RANCH IANCANEL f A ANG' ASSC 'aA)TS, !A; tilloWICERI7S POST - flSOX I pp - 1029 R ebrea 91491X PRO C7: GLEhwax svwNcx C0.GRAG0 81402 (910) 0110-9700z07?s FIGURE NO. =gm IZE 00 O U N} >- QC - 0 N 41 1 -- r - a_ J W • � H t� tS) Ll � ra CD0 ■��▪ N =NB N if) =-w - CO ••I ltS7 .moi Or =MO N r9 -c COes' cry 0 rf? N Table 2 Preshana Farms P.U.Q. Estimated Water Requirements Water Use In uts , I r"° • • Domestic Demands ` e• ` '; i •1•"r 1' 11 ' '•;• Commercial p mitai Y 4* y 'M1 'v OtherDemends • s' l N'ok• , e,1 .' 6` 1 of Residences 59.4 units 1 of Commercial Units 5 2 Pond Surface Area 0.00 saes II persons/residence 3.5 cap/unit a persons/unit 3.5 Annual Net Evaporation 3.00 R 6 gallons/person/day 100 gpcd 6 gailons/porson/day 100 gpcd Livestock 30.00 units Percent Consumed 5% Percent Consumed 5% Livestock Consumption 15.00 gpud Lawn Irrigation 2500 sq-rt/unit Lawn lrrlgallon 2500 wilt/unit Irrigated Open Space 0.00 .trey Application Efficiency 70% Application Efficiency 70% Application Efficiency 70% Crop Irrlg regmnt (CIR) 1.99 ft Crop 1u1g regmnl (Cit) 1.99 11 Crop krig regmnt (CIR) 1.99 R Water Use Calculations Month 1 • } r 'i l i . r . I' Diversion 1Re •ulrements 1. 1 r.,+ ;, rsn f. • S:l . ititl ` .. ' r , . ,. Pk Domestic 1n -house (ie -R) 1 y1 a (9) Commercial 1n -house (ac -ft) 'tr`.? Fr; ConsumptIve Use I (10) (11) DomlComm Open Space Irrigation Irrigation (ac -ft) (ac -fl) ,r• r ',qr-.e f (12) Live- stock (ac.ft) ' ,s. (13) Total (ac -ft) 1(:' . . (14) Average Flow (gpm) (1) Domestic In-house (ac -f1) (2) Commercial In-house (ac -ft) (3) DomlComm Irrigation (ac -ft) (4) Open Space irrigation (ac -ft) (6) Live- stock (ac•ft) (6) Total (ac -f1) (7) Average' Flow (ppm) January 1.978 0.17 0.00 0.00 0.043 2.19 16.0 0.099 0.01 0.00 0.00 0.04 0.15 1.1 February 1.706 0.16 0.00 0.00 0.039 1.98 16.0 0.089 0.01 0.00 0.00 0.04 0.14 1.1 March 1.978 0.17 0.00 0,00 0.043 2.19 16.0 0.099 0.01 0.00 0.00 0.04 0.15 1.1 April 1.914 0.17 0.33 0.00 0.041 2.45 18.5 0.096 0.01 0.23 0.00 0.04 0.38 2.8 May 1.978 0.17 2.00 0.00 0.043 4.20 30.6 0.099 0.01 1.40 0.00 0.04 1.55 11.3 June 1.914 0.17 2.53 0.00 0.041 4.65 35,1 0.096 0.01 1.77 0.00 0.04 1.92 14.4 July 1.978 0.17 2.40 0.00 0.043 4.59 33.5 0.099 0.01 1.68 0.00 0.04 1.83 13.3 August 1.978 0.17 1.56 0.00 0.043 3.75 27.4 0.099 0.01 1.09 0.00 0.04 1.24 9.1 September 1.914 0.17 1.32 0.00 0.041 3.44 26.0 0.096 0.01 0-92 000 0.04 1,07 8.1 October 1.978 0,17 0.42 0.00 0.043 2.62 19.1 0.099 0.01 0.30 0.00 0.04 0.45 3.3 November 1.914 0.17 0.00 0.00 0.041 2.12 16.0 0.096 0.01 0.00 0.00 0.04 0.15 11 December 9.978 0.17 0.00 0.00 0.043 2.19 16.0 0.099 0.01 0.00 0.00 0.04 0.15 1.1 Annual 1 27.284 2.04 10.56 0.00 0.50 30.39 22.52 1.16 0.10 7.33 0.00 0.50 9.16 6.65 02•Apr-99 Zancareell. 8 Assoc Water Resources Engineers Glenwood Sprir1g9,, CO .lob# 97420 egrusel.wk4 © _Lila IHXa O0me6IIG Daman' # of Residential EQRs 500 EQRs # persons/EQR 3-5 cap/EOR # gallons/person/day 100 gpcd Percent Consumed 596 Lawn Irrigalion 2500 sq-Ii/EOR Application Efficiency 70% Crop Irriy reymnl (CIR) - - 1.99 _ft Month January February March April May June July August September October November December _ Annual Table 2 Blue Creek Ranch Estimated Water Requirements Water Use Inputs CommErClal Demands # of Commercial EQRs 2.0 EQRs # persons/FOR 3.5 cap/EQR # gallons/person/day 100 gpcd Percent Consumed 5% Lawn Irrigation 2500 sg41/EOR Application Efficiency 70% Crop Irrig recruit (C1R) _1.99 ft °then Demands Pond Surface Area 1.90 Annual Net Evaporation 2-59 Livestock 20.00 Livestock Consumption 15.00 Irrigated Open Space 0.00 Application Efficiency 70% Crop lrrig regmnt (CR) _-a -_ _ 1.99 ft acres....... It Units gpud acres Water Use Calculations 171varalon Req►ttremvrtls.:... �_: -_ .w �P�� .., .. , < ; Concur Ye U64 (1) (2) (3). ,. .. (4) (5) (6) (7) -. (8) (9)„ (10) (11) (12) (13) (1d) Domestic Commercial DomlCcmm Pond Live- Average Domestic Commercial DonflComm Pond Live- Average in-house in-house irrigation Evaporation stock Total Flow In-house In-house Irrigation Evaporation stock Total Flow (ac -ft) (ac -It) (ac -ft) (ac -II) (ac -ft) (ac -ft) (gpm) (ac -fl) (ac -ft) (ac -11) (ac -fl) (ac -ft) (ac -ft) (gpm) 1.665 0,07 0.00 0.00 0.029 1.76 12,8 0.083 0.00 0.00 0.00 0,029 0.12 0.8 1.504 0.06 0.00 0.09 0.026 1.68 13.8 0.075 0.00 0.90 0.09 0.026 0.19 1.6 1.665 0.07 0.00 0-18 0.029 1.94 14.2 0.083 0.00 0.00 0.18 0.029 0.30 2.2 1.611 0.06 0.27 0.45 0.028 2.42 18.2 0.081 0.00 0.19 0.45 0-028 0.75 5.6 1.665 0.07 1.61 0.67 0.029 4.04 29.5 0.083 0.00 1.13 0.67 0.029 1.92 14.0 1.611 0.06 2.04 0.89 0.026 4.63 34.9 0.081 0.00 1.43 0.89 0.028 2.43 18.3 1.665 0.07 1.93 0.91 0.029 4.60 33 6 0.083 0.00 1.35 0.91 0.029 2.37 17.3 1.665 0.07 1.25 0.79 0 029 3.81 27.8 0.083 0.00 0,88 0.79 0.029 1.79 13.0 1.611 0.06 1-06 0.53 0.028 3.29 24.8 0 081 0.00 0.74 0.53 0.028 1.38 10.4 1.665 0.07 0.34 0.31 0.029 2.41 17.6 0.083 0.00 0.24 0.31 0.029 0.66 4.8 1.611 008 0.00 0.11 0.028 1.81 13.6 0.081 0.00 0.00 0.11 0.028 0.22 1.6 1.665 0.07 0.00 0.00 0.029 1.76 12.8 0.083 0.00 0.00 0.00 0.029 0.12 0.8 19-609 ...... 9!781_, _9:59 ___ 4.93 ---0.3434.15 21.12 ._-0:9! -- - QO4- 5,95�_�--4.93.-___0.34`_ 12.23 755 Iancanera & Associates, Inc. Water Resources Engineers Glenwood Springs. CO 03/06/01 Units 10 Single Family Affordable Units 20 Single Family Freernarkel Units 10 Singte Family Large Lots 10.000 Sq Fl Comrnerdal Total 0 1.00 1 25 1 50 EQRJUnit EOR/Unit ELM/Unit Total EORs 10.00 25 00 15.00 2.00 52.00 in -t-111-xxls Zancanelta & Associates. Inc. EQR ttuecreek2-123 1111111 !III1 111111 1111 11111111111 111111 111 11111 1111 1111 591635 11,08/2001 02:09P B1301 P749 M ALSDORF 1 of 2 R 10.00 D 0.00 GARFIELD COUNTY CO BILL OF SALE KNOW ALL BY THESE PRESENTS, that ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability Company, whose address is PO Box 4788 Aspen, CO 81612 (Seller) for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid; at or before the ensealing or delivery of these presents by ASPEN EQUESTRIAN ESTATES HOMEOWNERS ASSOCIATION, INC. (Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey unto the said Buyer, its successors and assigns, to the following property, goods and chattels, to -wit: wells, well structures, casings, casing heads, water storage tanks, distribution lines, service lines, pipes, pumps, pump houses, pressure tanks, valves, treatment plant or tanks, and any other personal property, equipment or hardware affixed to our used in connection with the water supply and wells known as the Appaloosa Well and the Arabian Well, perrnitted under SEO Well Permit Nos. 053322-F and 053323-F, respectively, and covered under Basalt Water Conservancy District Water Allotment Contract #343 and all other facilities associated with andJor appurtenant to Aspen Equestrian Estates Subdivision, located upon the real property as described on the plat map (the "Plat") for the Aspen Equestrian Estates Subdivision (hereinafter "Subdivision"), filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578 located in the County of Garfield, State of Colorado. TO HAVE AND TO HOLD the same unto the said Buyer, its successors and assigns, forever. The Seller covenants and agrees to and with the Buyer, its successors and assigns, to warrant and defend the sale of said property, goods and chattels, against all and every person or persons whomever. This conveyance is expressly made subject to the terms and conditions of the Memorandum of Agreement executed by Seller and Buyer filed for public record in the Office of the Clerk and Recorder of Garfield County, Colorado at Book/70.Page %g3. and Reception No. 5?/f J.3 , and specifically excepts and reserves unto Seller the right to jointly use, operate, maintain, access, repair, replace, alter, modify, enlarge, expand, locate and relocate the property described above. EXHIBIT \D Ililil hill 111111 1111 1111111 1111111111111 11111 1111 IIII 591535 11/08/2001 02:09P B1301 P750 M ALSDORF 2 of 2 R 10.00 D 0.00 GARFIELD COUNTY CO 1 WITNESS WI- REOF the Seller has executed this Bill of Sale this day of Pt3 , 2001. COUNTY OF ,-7x STATE OF COLORADO ) ) Aspen Equestrian Estates, LLC ss. JAY N. WEINBERG, Mana The foregoing was acknowledged before me this c' day of (27./, 2001, by Aspen Equestrian Estat �_..�,.v N. Weinberg, its Manager. Witness my hand My commission e weinberglpreshlbiu-bill of sale -water -2- I1IIM 11111 111111 1111 Milill 111 11111 I 1111 1111 IIII 591634 11/08/2001 02:06P 81301 P746 M ALSDORF 1 of 3 R 15.00 D 0.00 GARFIELD COUNTY CO RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: Herbert S. Klein, Esq. Klein-Zimet, P.C. 201 North Mill Street, Suite 203 Aspen, Colorado 81611 GRANT OF EASEMENT KNOW ALL MEN BY THESE PRESENTS: THAT, for and in consideration of the sum of Ten Dollars ($10.00) in hand paid and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the undersigned Aspen Equestrian Estates, LLC, a Colorado Limited Liability Company, (the "Grantor") being the record owner of the land known as the Equestrian Lot (the "Grantor's Property") as described on the plat map (the "Plat") for the Aspen Equestrian Estates Subdivision (hereinafter "Subdivision"), filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578 located in the County of Garfield, State of Colorado, for itself and its administrators, successors and assigns, hereby grants, transfers, sells, conveys and assigns unto Aspen Equestrian Estates Homeowners Association, Inc. (the "Grantee"), and its administrators successors and assigns, the following perpetual non-exclusive easements over and across the real property situated in the southwest comer of Grantor's Property and described on the Plat as "Easement for Potable Water System" (the "Water System Area") The easements are as follows: (a). an easement twenty (20) feet in width centered upon all water lines and pipes appurtenant to the potable water storage and treatment facilities located within the Water System Area; and (b). an easement which includes the water storage and treatment facilities, other than the lines and pipes referred to in (a) above, located within the Water System Area and extending ten feet around the perimeter of said facilities. The easements may be used by Grantee and its assigns to provide potable water and fire flows only to the subdivided residential lots in the Subdivision, its Common Areas and the Equestrian Lot. Any use of the easements to serve property other than as set forth above shall require the consent of Grantor, which consent may be withheld in Grantor's sole and absolute discretion, for any reason or no reason at all. The burdens and benefits of the easements shall run with the title to the Grantor's Property and the subdivided residential lots in the Subdivision and its Common Areas as provided for herein. 1 1!1111 IiI11111111111111111I111111(11111111111111114111 591634 11/08/2001 02:06P B1301 P74711 AL 2 of 3 R 15.00 D 0.00 GARFIELD COUNTY CO This conveyance is expressly made subject to the terms and conditions ofthe Memorandum of Agreement executed by Grantor and Grantee filed for public record in the Office of the Clerk and Recorder of Garfield County, Colorado at Book/ Page 713 and Reception Nowhich includes certain reservations of Grantor and retained rights with respect to the use of the water system which provides potable water to the Subdivision. 57/4. 53 The easements conveyed and accepted hereby are covenants running with the lands of the Grantor and the Grantee and a benefit and a burden to the properties and persons identified herein. In the event of any breach ofthe terms of this agreement, the prevailing party in any litigation shall be entitled to an award of reasonable attorney fees and costs. IN WITNESS WHEREOF, the Grantor and Grantee have executed this Grant of Easement as of this _ day oft s ° 2001. GRANTOR: Aspen Equestrian Estates, LLC f Jay N. Weinberg, Manager COUNTY OF ,,s,; } ss. STATE OF COLORADO ) The foregoing was acknowledged before me this day 2001, by Aspen -"i....• -'y';' ��gtes, LLC, Jay N. Weinberg, its Manager. '•"1s mR ia40 nu • official seal. tv con fission x es: , ' .06 •v • . 0,; 0 .pU .•;,• -2- 1111111 IN 111111 ilii 1111111 im 111111 111 11111 1111 1111 591634 11/08/2001 02:06P 01301 P748 M ALSDORF 3 of 3 R 15.00 D 0.00 GARFIELD COUNTY CO GRANTEE: COUNTY OF STATE OF COLORADO The fore 2001, by Aspen E President. Aspen Equestrian Estates Homeowners Association, Inc. SS. ay N. Weinberg, President as acknowledged before me this day ods -j9- Homeowners Association, Inc., by Jay N.. Weinberg, its we iaberglpreshlea,.h20.1 -3- 1 !11111 11111 1111111111111111111111111111111111111111111 • 501633 11/08/2001 02:01P 131301 P733 M ALSDORF 1 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: Herbert S. Klein, Esq. Klein-Zimet, P.C. 201 North Mill Street, Suite 203 Aspen, Colorado 81611 MEMORANDUM OF AGREEMENT (Water System) Parties The parties to this Agreement are ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability Company, whose address is PO Box 4788 Aspen, CO 81612 ("AEE") and ASPEN EQUESTRIAN ESTATES HOMEOWNERS ASSOCIATION, INC., a Colorado Nonprofit Corporation (hereinafter "Association"). Recitals WHEREAS, the Association is a homeowners association formed pursuant to the Colorado Common Interest Ownership Act Colo. Rev. Stat. §§ 38-33.3-101, et. seq. and is comprised solely of lot owners within the Aspen Equestrian Estates Subdivision (hereinafter "Subdivision"), a subdivision located in Garfield County, Colorado and more particularly described on the plat (the "Plat") filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578. WHEREAS, AEE is the developer of the property encompassing the Subdivision and owner and/or holder of (1) the Appaloosa Well, Arabian Well and Pinto Well structures and all appurtenances, including well pumps ("AEE Wells"), and water storage and water treatment facilities for the domestic water system ("the Plant") which serves the Subdivision; (2) the land upon which the Plant is located known as the Equestrian Lot as shown on the Plat; (3) Water Allotment Contract No. 343 from Basalt Water Conservancy District ("BWCD"); and (4) the following water rights and/or well permit approvals (the "Water Rights") for the domestic water supply to the lots within the Subdivision, to wit: Appaloosa Well permitted under SEO Well Permit No. 053322-F; Arabian Well permitted under SEO Well Permit Nos. 053323-F; and Pinto Well permitted under SEO Well Permit No. 53232. Said Water Rights are entitled to divert individually or cumulatively up to 36.4 acre-feet of groundwater annually for use within 47 single family dwellings and three employee dwellings, the irrigation of 3.4 acres of gardens and lawns, the watering of livestock, and commercial uses associated with the Equestrian Lot. 1111111111111111111111111111111111111111111111111111111 591633 11/08/2001 02:01P B1301 P734 M ALSDORF 2 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO WHEREAS, Association is the owner of the water system distribution lines located within the Common Areas (the "Common Areas") of the Subdivision pursuant to a deed therefore recorded as Reception No. 564583, Book 1191 at Page 277 in the office of the Clerk and Recorder of Garfield County, Colorado. WHEREAS, Garfield County has required as a condition to subdivision approval that the Plant, AEE Wells and water system distribution lines and all appurtenances (collectively, the "Water System") and Water Rights, in an amount sufficient to provide the Subdivision with an uninterrupted year-round domestic water supply, be conveyed by AEE to the Association. This requirement has been incorporated and made a part of the Subdivision Improvements Agreement (hereinafter "SIA") executed by AEE and Garfield County on the 6th day of June, 2000 and filed for public record in the Office of the Clerk and Recorder of Garfield County, Colorado as Book 1191 Page 230 and Reception No.564581 WHEREAS, the Water System, in physical capacity and yield, exceeds that required to supply the Subdivision with an uninterrupted year-round supply of domestic water. WHEREAS, AEE has agreed to convey andlor transfer to the Association an undivided interest in the Water System and its ownership in and to the Water Rights, along with the BWCD Contract #343, to meet its obligation under the Subdivision Improvements Agreement above described. WHEREAS, the parties have agreed that AEE shall, as hereinafter set forth, retain and have the right to utilize all excess physical capacity in the Water System following Subdivision use, to divert, store, treat, transport and/or otherwise apply groundwater to beneficial use for itself or for any third party to whom AEE chooses to make the water available. WHEREAS, the parties have agreed that the respective rights, duties and responsibilities of the parties in and to the Water Rights and Water System shall be governed by the terms and conditions set forth herein. WHEREFOR, in consideration of the mutual covenants contained herein and other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. AEE shall, pursuant to quit claim deed and assignment in the form attached hereto as Exhibit "A," convey and assign to the Association the Water Rights with express reservation of the rights to expand and/or jointly use the AEE Well structures associated with the Water Rights for AEE's use or for AEE making such structures available to third parties at AEE's sole discretion. 111111111111111111111111111111111 111111 111 1111111111111 591633 11/08/2001 02:01P B1301 P735 fit ALSDORF 3 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO 2. AEE shall, pursuant to Grant of Easements in the form attached hereto as Exhibit "B," convey to the Association, easements of the following description for the purpose of operating, repairing, replacing and maintaining the Water System, with express reservation of the rights to expand and/or jointly use the easements to provide water for AEE's use or for AEE making such easements available to third parties at AEE's sole discretion: a. a width of twenty (20) feet centered upon all water lines and pipes appurtenant to the Plant above described which are located upon the Equestrian Lot within the Subdivision. b. a radial width of ten (10) feet around the perimeter of water storage tank appurtenant to the Water System above described and located upon the Equestrian Lot within the Subdivision. 3. AEE shall, pursuant to Bill of Sale in the form attached hereto as Exhibit "C," transfer to the Association all physical components and appurtenances to the Water System, with express reservation of the rights to expand and/or jointly use the Water System for AEE's use or for AEE making such structures available to third parties at AEE's sole discretion. 4. Upon providing (10) days advanced written notification to the Association, AEE shall have the right, in a manner which does not unreasonably interfere with Subdivision use, to connect to the Water System and utilize the excess capacity of the Water System not required for Subdivision use, to divert, store, deliver and otherwise apply groundwater to beneficial use from the AEE Wells or other well sources of water supply constructed within the Common Areas or outside the Subdivision ("Additional Sources"). For the purpose of this paragraph, the cessation in the delivery of domestic water to the Subdivision for time periods not exceeding (4) continuous hours and resulting from construction activities incident to those initiated by AEE pursuant to paragraphs 4 and 5 herein, shall not constitute unreasonable interference with Subdivision use. As used in this paragraph, "excess capacity" shall be defined as follows: a. groundwater withdrawals over and above 36.4 acre-feet of water annually from the AEE Wells, in combination ("Subdivision Water Demand"). b. storage, treatment and distribution capacity over and above that required to meet Subdivision Water Demand. tank. c. equal shared use of 180,000 gallons of fire flow capacity in the water storage 3 1111111111111111111111111111111111111111 1111 581633 11/08/2011111111111111 4 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO d. equal shared use of the gpm pumping rate from the AEE Wells so long as storage, treatment and distribution capacity are available in accordance with the above. 6. The Association shall allow AEE access to the Common Areas for the purpose of the construction, operation, maintenance, repair, renovation, expansion, relocation and replacement of the Water System, the AEE Wells or Additional Sources, water lines, and/or other facilities necessary to the diversion, delivery and application to beneficial use of the water produced from the AEE Wells and/or Additional Sources. 7. In the event it should become necessary for AEE to drill and construct additional wells upon any portion ofthe Common Areas or on property located outside the Subdivision, the Association shall waive its right to object and shall affirmatively provide its consent to the placement of said wells within (600) feet of any well owned by the Association. 8. AEE shall be responsible for obtaining the necessary State Engineer and/or Water Court approvals to allow for increased diversions through the AEE Wells above the Subdivision Water Demand. The Association shall not object to any water court proceedings, well permit requests or other such approval measures and shall waive its right to object, and shall affirmatively provide its consent, to 600 foot well spacing and the obtaining of well permits for the increased withdrawals from the AEE Wells. 9. In the event it is necessary to relocate or replace any of the AEE Wells or any Additional Sources, the Association shall not object to such relocation or replacement and the terms of this Agreement shall apply as if the relocated or replaced well was as originally drilled. AEE shall be responsible for any such relocation or replacement, shall reasonably restore the land to its former condition, and take whatever actions are necessary legally or physically to effectuate the change. 10. Prior to the time at which AEE first utilizes the Water System under its retained rights and this Agreement, the Association shall be responsible for the operation and maintenance of the Water System and the payment of all costs and expenses incurred thereto. "First utilizes the Water System" under this Agreement shall mean actual calling for and receiving of treated water from the Plant. 11. Subsequent to the time at which AEE first utilizes the Water System under its retained rights and this Agreement, the parties shall be responsible, in accordance with their proportionate water use therein, for all costs/expenses incurred incident to the operation and maintenance of Water System, unless the parties agree to share the costs under a separate arrangement. For the purpose of this paragraph, the proportionate water use of the parties shall equal the respective amounts of water delivered through the Water System to the parties, divided by the total amount of water delivered through the Water System during the applicable billing period. 4 HID 11111111111111111111111111111111 111 1111111111111 591633 11/08/2001 02:01P 81301 P737 M ALSDORF 5 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO 12. This Memorandum of Agreement may be relied upon by BWCD or other parties as a "well sharing agreement" between the parties for all purposes. 13. This Memorandum of Agreement is intended to inure to the benefit of and shall be binding upon, the parties hereto, their successors and assigns of all kinds. It is expressly acknowledged that AEE shall have the right to assign, transfer or convey all or a portion of its rights and obligations under this Agreement to third parties for the purposed of extending water service through the Plant to such third parties, and may receive compensation therefore. 14. This Agreement contains the entire agreement between the parties and supersedes all prior understandings, agreements, negotiations and representations written and oral not contained herein. 15. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this contract the court in such action shall award a reasonable sum as attorney fees to the prevailing party. 16. Upon execution hereof, a copy of this memorandum of agreement shall be filed for public record in the Office of The Clerk and Recorder of Garfield County, Colorado IN WITNESS WHEREOF the parties have signed this Memorandum of Agreement on the day and year set forth herein. COUNTY OF STATE OF COLORADO ) Aspen Equestrian Estates, LLC BY ay N. Weinberg, Manager ss. The foregoing was acknowledged before me this x--.714 day of 1, by Aspen Equestrian Estates, LLC, Jay N. Weinberg, its Manager .G R"0M 0. r• tress my hand and official seal. ires:. d tary Public 5 1111111 II HIT 111 1111111111 lin 1111I I1111111 591633 11/08!2001 02:01P B1301 P738 M ALSDORF 6 of 13 R 63.00 D 0.00 GARFIELD COUNTY CO Aspen Equestrian Estates Homeowners Association, Inc. COUNTY OF )ss. STATE OF COLORADO ) . Weinberg, President The foregoing was acknowledged before me this c day of j' 2001, by Aspen Equestrian Estates Homeowners Association, Inc., by Jay N.. 'W: -• • ••.; President. roQ ... d1 A .,L-•.c%Py'i' fitness my hand and official seal. o ; y commission expires: ,,5 'C. weinherq\presh\memorandumofagreemeataee&aeehoa.f 6 111111111111111111141.1111111111111111111111111111111111 591533 11/08/2001 02:01P 61301 P739 M ALSOORF" 7 of 13 R 65.00 D 0.00 GARFIEL.D COUNTY Co QUIT CLAIM DEED AND ASSIGNMENT KNOW ALL BY THESE PRESENTS, that ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability Company, whose address is PO Box 4788 Aspen, CO 81612 (Grantor) for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid; at or before the ensealing or delivery of these presents by ASPEN EQUESTRIAN ESTATES HOMEOWNERS ASSOCIATION, INC. (Grantee), the receipt of which is hereby acknowledged, has granted, bargained, sold, conveyed, quit claimed, confirmed and assigned and by these presents does grant, bargain, sell, convey. quit claim, confirm and assign unto the said Grantee, its successors and assigns, to the following real and personal property, to -wit: 1. State Engineer's Office Well Permit No. 053322-F and water rights associated with the Appaloosa Well, together with any applicable well drilling logs, pump installation reports and statements of beneficial use. 2. State Engineer's Office Well Permit No. 053323-F and water rights associated with the Arabian. Well, together with any applicable well drilling logs, pump installation reports and statements of beneficial use. 3. Any and all interest in Basalt Water Conservancy District Water Allotment Contract #343. EXCEPTING AND RESERVING therefrom, the right of Grantor to jointly use, operate, maintain, access, repair, replace, alter, modify, enlarge, expand, locate and relocate the structures associated with the welts, water rights and structures described above. This conveyance is expressly made subject to the terms and conditions of the Memorandum of Agreement executed by Grantor and Grantee filed for public record in the Office of the Clerk and Recorder of Garfield County, Colorado at Book , Page . and Reception No. TO HAVE AND TO HOLD the same unto the said Grantee, its successors and assigns, forever. IN WITNESS WHEREOF the Grantor has executed this Quit Claim Deed and Assignment this day of _ , 2001. Aspen Equestrian Estates, LLC By JAY N. WEINBERG, Manager 111111111111111111 1111311111111 111 11111111 111 591633 11/08/2001 02:01P 81301 P740 M ALSDORF 8 of 13 R 63.00 D 0.00 GARFIELD COUNTY CO COUNTY OF SS. STATE OF COLORADO ) The foregoing was acknowledged before me this day of 2001, by Aspen Equestrian Estates, LLC, Jay N. Weinberg, its Manager. Witness my hand and official seal. My commission expires: Notary Public W:\Weinbergl487 A\DocslQuit Claim Deed and Assigniment.doc 1111111111111111111111111111111111111111111111111111111 591633 11/08/2001 02:01P 61301 P741 M ALSDORF 9 of 13 R 63.00 0 0.00 GARFIELD COUNTY CO RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: Herbert S. Klein, Esq. Klein-Zimet, P.C. 201 North Mill Street, Suite 203 Aspen, Colorado 81611 GRANT OF EASEMENT KNOW ALL MEN BY THESE PRESENTS: THAT, for and in consideration of the sum of Ten Dollars ($10.00) in hand paid and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the undersigned Aspen Equestrian Estates, LLC, a Colorado Limited Liability Company. (the "Grantor") being the record owner of the land known as the Equestrian Lot (the "Grantor's Property") as described on the plat map (the "Plat") for the Aspen Equestrian Estates Subdivision (hereinafter "Subdivision"), filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578 located in the County of Garfield, State of Colorado, for itself and its administrators, successors and assigns, hereby grants, transfers, sells, conveys and assigns unto Aspen Equestrian Estates Homeowners Association, Inc. (the "Grantee"), and its administrators successors and assigns, the following perpetual non-exclusive easements over and across the real property situated in the southwest comer of Grantor's Property and described on the Plat as "Easement for Potable Water System" (the "Water System Area") The easements are as follows: (a). an easement twenty (20) feet in width centered upon all water lines and pipes appurtenant to the potable water storage and treatment facilities located within the Water System Area; and (b). an easement which includes the water storage and treatment facilities, other than the lines and pipes referred to in (a) above, located within the Water System Area and extending ten feet around the perimeter of said facilities. The easements may be used by Grantee and its assigns to provide potable water and fire flows only to the subdivided residential lots in the Subdivision, its Common Areas and the Equestrian Lot. Any use of the easements to serve property other than as set forth above shall require the consent of Grantor, which consent may be withheld in Grantor's sole and absolute discretion, for any reason or no reason at all. The burdens and benefits of the easements shall run with the title to the Grantor's Property and the subdivided residential lots in the Subdivision and its Common Areas as provided for herein. 1 EXHIBIT 1 111111 NH 111111 1111111 1111 111111 111 111111 111 1111 591833 11/08/2001 02:01P 81301 P742 M PLSDORF 10 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO This conveyance is expressly made subject to the terms and conditions of the Memorandum of Agreement executed by Grantor and Grantee filed for public record in the Office of the Clerk and Recorder of Garfield County, Colorado at Book , Page . and Reception No which includes certain reservations of Grantor and retained rights with respect to the use of the water system which provides potable water to the Subdivision. The easements conveyed and accepted hereby are covenants running with the lands of the Grantor and the Grantee and a benefit and a burden to the properties and persons identified herein. In the event of any breach of the terms of this agreement, the prevailing party in any litigation shall be entitled to an award of reasonable attorney fees and costs. IN WITNESS WHEREOF, the Grantor and Grantee have executed this Grant of Easement as of this day of Se f 2001. GRANTOR: COUNTY OF },1 Aspen Equestrian Estates, LLC Jay N. Weinberg, Manager ss. STATE OF COLORADO The foregoing was acknowledged before me this t.../14,day 2001, by Aspen tes, LLC, Jay N. Weinberg, its Manager. {c r?ss may than '. official seal. ty corn ssion;ex:+ es: • .Tt OF C° -2- i uuiuuu nail im 011111111111111110111111111111 591633 11/08/2001 02:01P 81301 P743 11 ALSDORF 11 of 13 R 65.00 D 0.00 GARFIELD COUNTY Co GRANTEE: COUNTY OF STATE OF COLORADO The fore 2001, by Aspen E President. Aspen Equestrian Estates Homeowners Association, Inc. Byi� ay N. Weinberg, President ss. as acknowledged before me this day o};, Homeowners Association, Inc., by Jay N.. Weinberg, its wrinberg''presh`cal aao t lcial seal. jeltiaLe...„3 -3- Notary Public 1111111 n1IIII 1111 1111111 1111 11111 111 111111 II 1111 591633 11/08/2001 02:01P B1301 P744 M ALS}ORF 12 of 13 R 65.00 0 0.00 GARFIELD COUNTY CO BILL OF SALE KNOW ALL BY THESE PRESENTS, that ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability Company, whose address is PO Box 4788 Aspen, CO 81612 (Seller) for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid; at or before the ensealing or delivery of these presents by ASPEN EQUESTRIAN ESTATES HOMEOWNERS ASSOCIATION, INC. (Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and. convey unto the said Buyer, its successors and assigns, to the following property, goods and chattels, to -wit: wells, well structures, casings, casing heads, water storage tanks, distribution lines, service lines, pipes, pumps, pump houses, pressure tanks, valves, treatment plant or tanks, and any other personal property, equipment or hardware affixed to our used in connection with the water supply and wells known as the Appaloosa Well and the Arabian Well, permitted under SEO Well Permit Nos. 053322-F and 053323-F, respectively, and covered under Basalt Water Conservancy District Water Allotment Contract #343 and all other facilities associated with and/or appurtenant to Aspen Equestrian Estates Subdivision, located upon the real property as described on the plat map (the "Plat") for the Aspen Equestrian Estates Subdivision (hereinafter "Subdivision"), filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578 located in the County of Garfield, State of Colorado. TO HAVE AND TO HOLD the same unto the said Buyer, its successors and assigns, forever. The Seller covenants and agrees to and with the Buyer, its successors and assigns, to warrant and defend the sale of said property, goods and chattels, against all and every person or persons whomever. This conveyance is expressly made subject to the terms and conditions of the Memorandum of Agreement executed by Seller and Buyer filed for public record in the Office of the Clerk and Recorder of Garfield County, Colorado at Book _, Page_ . and Reception No. , and specifically excepts and reserves unto Seller the right to jointly use, operate, maintain, access, repair, replace, alter, modify, enlarge, expand, locate and relocate the property described above. 111111l1i11liili1111 ii111i i111I 59916363 3 11/08/2001 02:01P 01301 P743 CI A 13 of 13 R 65.00 D 0.00 GARFIELD COUNTY CO IN WITNESS REOF the Seller has executed this Bill of Sale this day of (PTEm3 , 2001. COUNTY OF ,2 ,//(1.'" ss. STATE OF COLORADO Aspen Equestrian Estates, LLC By The foregoing was acknowledged before me this c'i.. day of O,lh,, 2001, by Aspen Equestrian Esta t �...t4. v N. Weinberg, its Manager. Witness my hand My commission weinhierg!presh'\biu-bill ofs:ilc-w QUIT CLAIM DEED THIS DEED, made this 13W day al September , 2000 between WILLIAM J. GILLIGAN AND JAYNE M. GILLIGAN grantor. whose street address is: 3400 ADAMS ROAD. OAK BROOK, 1L 6O5I3 County or , State of iiibeols , for the consideration of Ito Dollars sad other rood mid ►aivabis conriftstIon Dollars in hand paid. hereby sells and quits:latrns to: BLUE CREEK LAND HOLDINGS, L.L.C., A COLORADO LIMITED LIABILITY COMPANY grantee. whose stmt address is: 17351 HIGHWAY t1. CARBONiDALE. CO X1423 County of Garfield, State of Colorado described water rights - SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART THEREOF Appurtenant to SEE 'EX1iIBrr ""B" ATTACHED HERETO AND MADE A PART THEREOF. Sig WI JA trsi above writer+. 1 A. Stale of Illinois )ss. County of p the following legally The rarrjoing instrtuCnent was acknowledged before me this 28th day of September 2000 by WILLIAM J. GILLIGAN AND JAYNE M. GILLIGAN 'Witness my hand and u11iciai sear My commission expirs• � C +C Q2 L/t r it. re,• ._ MIA M 'IMiie'iirk nolwr .uwre .rye. o r: 0460,16 1dwr.n r.w .wwfrJwM- red v.....V�—i for. uArtr,,sC s6•e-99r „/)7Z sLux �LREEK LAND HOLDINGS t,.L.C.MJ A Return to: COLORADO LIMITED LIABILITY CO.'ANY 15351 HIGHWAY 12 CA.RBONDALE, CO 11623 EXHIBIT "A" WATER RIGHTS 26.5/ 150'" of all right, title and interest originally acquired by T 0. Ranch Company of Colorado in and to Basin Ditch No. 45, under original Priority Nos. 49 and 108, that being an amount of 0.176 c.f.s. in each priority. and 26.5/1501h interest in 33.2 c.f,s, under Priority No. 294. that being 5.865 c.f.s, (said original interest in T.O. Ranch Company of Colorado being an undivided 1/5 interest in and to said Priority Nos. 49 and 1118), An undivided 11/389` interest in and to all right. title and interest originally acquired by T 0. Ranch Company of Colorado in and to Middle Ditch No. 68, under original priority No. 83. that being 0.96 c.f.s., (said original interest of T.O. Ranch Company of Colorado being an undivided 2/3 interest Cherein). 37176'" interest of all right, title and interest originally acquired by T.Q Ranch Company of Colorado in and to Lower Ditch No. 21 under original priority No. 23, that being 0.365 c.f.s., (said original interest of T 0. Ranch Company of Colorado being an undivided one-half interest in and to prioiity No. 23). and a 4511341h interest as to priority No. 721, that being 3 996 c f.s., (said interest being the entire original interest acquired by T 0 Ranch Company of Colorado,. 4. Underground water rights in "TO. Well," identified as Colorado Slate Engineer's No. 10560, with priority date of June 5. 1961. described in Case No. W-849, in the District Court in and for Water Division No. 5. State of Colorado, estimated to be 0.1 I c.f.s. A11 of applicant William J. Gilligan's right, title anti interest in and to the C.C.Ccrise Gilligan Ditch, decreed for 3.r0 c f.s. in Case No. 90W196 in Water Division No. 5 on August 31. 1992. with an appropriation dale of February 20. 1988. tXHIfIT B A PARCEL OF LAND SITUATED IW 795E U'NITID STATss GOVrRN14ENT LOTS 1, 3, 6. 7. 11 AND T711 NORTHEAST QUARTER SOUTHWEST QUARTER OF SECTION 31, TOANSHIP 7 SOUTH. RANO1 17 WEST OF THE SIXTH PRINCIPAL N[IR'DIAN, GARP/SLD COUNTY. COLORADO, SAID PARCEL 18 LOCATED SOUTHERLY OF COLORADO STAYS HIGHWAY NO. 82, EASTERLY OT GARFIELD COUIITI ROAD 100 AND NORTHERLY OF THE DINVTR AND RIO GRAND'S WISTZRN RAILROAD RIGHT -OF -MAY, AND IS MORE FULLY DISCRI8ED AS YOLLOM9' COMMENCING AT THE I:ORTHNESTIRLY CORNER OF SAID GOVIR74WINT LOT 2, SICTIOH 31. THINC1 SOUTH 00 OIORIRS 55'02' EAST, A DISTANCE OF 1197.01 FEET TO TH7 INTZRS1CTIOM OF SXLD COUNTY ROAD 100 EASTERLY RiaHT-OF-NAY WITH 711E 80UTHERLY RIGHT -OI -NAY OF COLORADO STATE HIGHWAY NO. 42. TH1 TRUE POINT OF BEGINNING( THENCE RASTERLY ALONG SAID STATE HIG'BIA"i SOU73IIRLY RIGHT-OF-WAY TRE FOLLOWfNG+ NORTH 41 DEGREES 01'05• EAST. A DISTANCX OF 7.19 71sT TO THE P0$I7I0N VOR COLORADO DEPARTMENT 0? TRANNSPORTATION 'SCOOT). MON17MIKT 539 07 PROJZCT NO. C1(FC'1 24-0082-26 [MISSING), /,SAID POINT IB HAIRED SY A MITIPESS CORNER MONUMENT, A 5/8' STEIL ROD 111TH YELLOW PLASTIC CAP MARRED BUrTTMIR 13166 NC. AT A DISTANCE 0f NORTH 4I DICKIES 01'05" EAST, 1.00 FELT /ROM THE COOT NONUMZNT P09:TIaN, SAID WITNESS CORNER MON1I)IZNT IS LOCATED AT THE EASE OF A w: Z ?SACS), TH1HCZ NORTH 81 DEGREss 01'0x` EAST. A DISTANCE OF 120.91 FEET TO A COOT NONUMIN'f 530 OF SAID COOT 31110„1CT; THENCE NORTH 72 *nscRZ18 01'13' IAST. A DISTANCE 07 188.61 FIST TO MONUMENT 531 OF SAID PROJECT, THENCE SOUTH 14 DEGREES 43'15' EAST, A DISTANCE OF 401.16 /MST TO M0NUMINT 532 (MISSING NOM WARM NITA A 5/8' ST1EL MAA170 BUITTNER 131661, OF SAID PROJECT( THENCE SOUTH 78 DEGREES 30'40" EAST. A DISTANCE 07 382.98 ?SIT 7O A WIRZ CORNER/ THINCI DIPAATING SAID STATE RIGHT -Of -NAT SOUTH 00 DECRIES 35'23' WEST. A DISTANCE OF 1434.33 FEE'S ALONG A WI77 FENCE TO A FIHCY cOENER( THENCE SOUTH 99 DEGREES 16'38' SA5T, A DISTANCE Or 231.46 FEET TO A PINCE CORNER( 711ENCZ SOUTH 00 MORRIS 10' 42" tAST A DISTANCE O/ EAST. A DISTANCZ 0f 785.71 7771 ALONG A WIRE FENCE TO A IMT1R97CTION MITE THE DENVIi1 AND RIO GRANDE WESTERN RAILROAD NORTHERLY RIGHT -OF -MAY. SAID POINT OF INT1RS1CTI0N 31I240 NITHIN 711E ROARING 7017 RIVER: TI{ENCs WSBTI1LY ALONG SAID NORTHERLY RAILROAD RIGHT -O7 -NAY, TOWING LOCATED WITHIN THE ROARING TORR RIVER TH2 f0LLOMINC( ROD AND YELLOW 71(1 CDOT THI CDOT PLASTIC CAP FENCE SOUTH 40 DIGRESS 27'41' WEST, A DISTANCE OF 230.73 7777: SOUTH 43 D1G7IE9 46'38" 7737. A DISTANCZ 0! 96.97 FEET; SOUTH Si DEGREES 11'43" WEST A DISTANCE OF 99,20 FEET, SOUTH 94 D(OREZ3 12'11" WEST, A DISTANCE OF 99.74 7717; SOUTH Si DEGREES 12'20" (+'EST, A DISTANCE OF 99.09 7777, SOUTH 84 DEGREES 12'45' MEET. A DISTANCP OF 103.09 FEET, SOUTH 84 DEGREES 06'14• U'7S7, A DISTANCE OF 97.41 FIITI 3OUTH 84 DIGRIES 09'08• NEST. A DISTANCE OF 100.70 FEET; SOUTH 84 D1CREI3 53'34' WEST, A DISTANCE 0f 96.53 ■17T: SOUTH 66 07GR.IES S6'14' WEST, A DISTANCE OF 93.61 FEET( NORTH 19 OEORSES 35'50' 7EST. A DISTANCE OF 97.75 FEET( NORTH 46 DEG1775 21'01" WEST, A DISTANCE OF 94.46 71177 NORTH 82 ❑(07713 59'43' M15T. A DIS':ANC7 OF 94.9] FEET; NORTH 79 OEO•Rzz8 59'43' NEST A DISTA}(CI 07 95.24 FEET; NORTH 77 DE3RZES 47'12' NEST. A DISTANCE OF 97.04 F1ST1 NORTH 77 DECREES 19'56' NEST, A DISTANCE OF 99.76 r177 NORTH 77 DE03173 1.0' 16" WSST, A DISTANCE OF 86.15 1777 TO A INTERSECTION WITH 7951 LA97ERLY RIGHT -Or -NAY OF GARTIILO COUNTY ROAD 100; THENCE NORTHERLY ALONG SAI0 EASTERLY RIGHT -OF -HAY T1i9 FOLLOWING COURSES AND CURvi3 , THENCE NORTH 36 DEGREES 10' 18' EAST, T;(;INCE ALONG A CURVE TO TAR L917 145 340.2" 76x:. T73S C3$TR.AL ANGLE 19 24 PEARS NORTH 24 DECRIES 23' 49" EAST, THENCE NORTH 12 DSGR7ZS 07' 00' EAST, A DISTANCE OF 92.37 FEET; .16 7117, THE RADIUS OF SA10 CURVE 3121(0 DICRZIS 33' 37', 7951 CURVE LONG CHOIR A DISTANCE OF 144.75 TIM A DISTANCE OF 1490. 00 FEL?( zrRI!IT 3 THENCE ALONG A CURVE TQ THE Lin' 29£.27 FEET. THE RADIUS 07 SAID CURVE BEING 1442.39 ■EET. THE CENTRAL ANOLE IS 11 DEGREES JS' 00'. THE CURVE LONG CHORD SEARS NORTH Oi RXOREES19' 00" EAST. A DISTANCE 07 29S.S7 7EtT; THENCE NORTH 66 DEGREES 20' 4S" EAST. A 018TANCE D7 727.51E FELT 1O Tice TRUE P01)11 O7 BEGINNING. eouNrT OF CARPIILD STATE OF COLORADO NOY . " Ni11 STATE OF COLORADO Bill Owens, Governor lane C. Norton, 'Executive °hector Dedicated to protecting and Pen xoving the health and environment of the people of Colorado 4300 Cherry Creek Dr. 5 Denver. Colorado 80246-1530 Phone (303! 692-2000 TDD Line 13031691-7700 Located in Glendale. Colorado hrtp://www.cdpheArate. co us November 21, 2001 Laboratory and Radiation Services Division 910[4 Lowry Blvd. Denver" Colorado B0230-6928 (3031 692-3090 Blue Creek Land Holdings, LLC c/o Robert Cummings, Jr. 19351 Highway 82 Carbondale, CO 81623 Re: Site Application #4565 aarfield County Dear Mr, Cummings: (:ui0racio Department of Public Health and Environment The Water Quality Control Division has reviewed and evaluated your site application and supporting documentation for construction of a wastewater treatment facility to be located in the NW 1/4 of the SE 1/4 of Section 31, T7S, R87W, to serve Blue Creek Ranch, and to discharge to the Roaring Fork River Prior to the operation of the facility, a discharge permit will be required which will specify the final conditions and limitations of the operations of the facility. Enclosed is an application for the permit. We find your application to be in conformance with the Water Quality Control Commission's "Regulations for the Site Application Process". Therefore, the site application is approved with the following conditions listed below. 1. Based upon application information, the system design will be for: Average Daily Flow Capacity — 0.020 mgd Organic Loading Capacity — 50 lbs. BOD,/day Treatment Processes to be used -- Individual septic tanks, lift station, recirculating sand filter, and UV disinfection 2. Preliminary Effluent Parameter Values: BODS — 30/45 mg/1 (30-day/7-day average) Suspended Solids — 30/45 rngll (30-day/7-day average) Fecal Coliforrn — 6,000/12,000 #/100 rni (30-day/7-day geometric mean) Design: for values in excess of those contained in conditions 1 and 2 above, or Failure to comply with any other conditions contained herein, will render this approval void and another site application will have to be processed. 3. This site approval will expire one year from the date of this letter if the construction of the project has not commenced by that date. If expiration occurs, you must apply for a new site approval. Construction is defined as entering into a contract for the erection or physical placement of materials. equipment, piping, earthwork, or buildings that are to be a part of a domestic wastewater treatment works. 1 EXHIBIT L) Blue Creek Land Holdings, LLC c/o Robert Cumnmm s, Jr. November 21, 2001 Page 2 of 2 The design (construction plans and specifications) for the treatment works must be approved by the Division prior to commencement of construction and all construction change orders initiating variances from the approved plans and spec; cations must be approved by the Division. 5. The applicant's registered engineer must furnish a statement prior to the commencement of operation stating that the facilities were constructed in conformance with approved plans, specifications, and change orders. In accordance with Colorado Water Quality Control Commission regulations, this approval is subject to appeal as stated under Section 22.8 (7) of "Regulations for the Site Application Process". Tnis approval does not relieve the owner from compliance with all local regulations prior to construction nor from responsibility for proper engtneeru:g, construction, and operation of the facility. Sincerely J. David Holm Director Water Quality Control Division JDH:tib cc: Garfield County Planning Department — Attn. Mark Bean Zancanella & Associates — Attn. Tom Zancanella Thomas Bennett, Environmental Protection Specialist, WQCD Dwain Watson, Environmental Protection Specialist, WQCD-Grand Junction Susan Nachtneb, Permits Unit Manager, WQCD Bill McKee, Upper Colorado Watershed Coordinator, WQCD Plant Operator Cer Ecataon Board, CDPH&l 1311HillMIR 111111111111I1I11111I1I1111111I11 39107 11/08/2001 02:22P B1301 P774 M ALSDORF 1 of 20 R 100.00 0 0.00 GPRFIELD COUNTY CO SEWER CONNECTION AGREEMENT THIS SEWER CONNECTION AGREEMENT ("Agreement") is made and entered into as of the S'=7` day of .9/97"6,,,e.96.4-. , 2001, by and between BLUE CREEK LAND HOLDINGS, LLC, a Colorado limited liability company ("Blue Creek"), and ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability company ("AEE"), and ASPEN EQUESTRIAN ESTATES HOMEOWNERS ASSOCIATION ("AEEHOA"); RECITALS: A. Blue Creek is the owner of that certain real property located in Garfield County, Colorado commonly known as Blue Creek Ranch, which property is described on Exhibit "A" attached hereto and incorporated herein by this reference ("Blue Creek Ranch"); and . B, AEE is the developer of that certain real property located in Garfield County, Colorado known as Aspen Equestrian Estates, which property is described on Exhibit "B" attached hereto and incorporated herein by this reference ("AEE Property"); and C. Owned by AEE and constructed upon the AEE Property is a sewage collection system (AEE Sewage Collection System") which collects wastewater and sewage from the individual lots and structures located on the AEE Property and conveys such to the Ranch at Roaring Fork ("Ranch") for treatment and disposal at the Ranch's wastewater treatment plant ("Ranch Wastewater Plant"); and D. AEE has the right to make the AEE Sewage Collection System available to third parties and to receive compensation and cost recovery for the original construction thereof; and E. Blue Creek is developing Blue Creek Ranch and will construct a wastewater and sewage collection system on its property; and F. Blue Creek desires to connect its collection system to AEE's main collection trunk line for purposes of conveying its wastewater through the AEE Property and to the Ranch, in the event the Ranch offers sewer treatment service to Blue Creek; and G. AEEHOA is the assignee of certain rights of AEE under the Ranch Sewer Agreement, referred to in paragraph 7 below; and H. AEE and AEEHOA are willing to allow such connection and wastewater conveyance and willing to grant such associated rights to Blue Creek, pursuant to the EXHIBIT 11111111111 111111 1111 1111111 11111 111111111111111111111 591637 11/08/2001 02:22P B1301 P775 M ALSDORF 2 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements made herein, Blue Creek, AEEHOA and AEE agree as follows: 1. Grant of Option for Sewer Connection. Subject to the terms and conditions of this Agreement, AEE and AEEHOA hereby grant to Blue Creek an option to connect Blue Creek's sewage collection system via a main collection and connection line ("Blue Creek Connection Line") to the AEE Property main sewer collection line ("AEE Main Collection Line") and related infrastructure presently constructed upon AEE Property as shown on the map attached hereto as Exhibit "C" and incorporated herein by reference, at the point of connection described further herein, for purposes of conveying wastewater flows from Blue Creek Ranch through the AEE Property and on to the Ranch for final treatment at the Ranch Wastewater Plant ("Option for Sewer Connection"). Blue Creek shall exercise the Option for Sewer Connection by notice in writing to AEE on or before 5:00 p.m. on December 31, 2001 (the "Option Deadline"). Such notice shall provide AEE and AEEHOA with the estimated time for the construction by Blue Creek of the facilities necessary to connect Blue Creek Ranch to the AEE Main Collection Line and an estimated date when such actual sewer flow conveyance will be required. In the event Blue Creek does not exercise the Option for Sewer Connection by the Option Deadline or otherwise provides notice in writing to AEE and AEEHOA of termination of this Agreement prior to the Option Deadline, this Agreement shall, at Blue Creek's sole election, either, (1) automatically terminate and be of no further force or effect and the parties shall have no further obligation hereunder, except AEE shall refund in full the Option Fee as described in Paragraph 2 below; or (2) if written notice is given by Blue Creek to AEE to continue this Agreement, this Agreement shall continue in force and effect, in which case, the Option Deadline shall be extended to 5:00 p.m. on April 30, 2002 (the "Second Option Deadline"), by which time Blue Creek shall exercise the Option for Sewer Connection by notice in writing to AEE. Such notice shall provide AEE and AEEHOA with the estimated time for the construction by Blue Creek of the facilities necessary to connect Blue Creek Ranch to the AEE Main Collection Line and an estimated date when such actual sewer flow conveyance will be required. In the event Blue Creek does not exercise the Option for Sewer Connection by the Second Option Deadline or otherwise provides notice in writing to AEE and AEEHOA of termination of this Agreement prior to the Second Option Deadline, this Agreement shall, at Blue Creek's sole election, either (1) automatically terminate and be of no further force or effect and the parties shall have no further obligation hereunder, except AEE shall refund the Option Fee less ten thousand dollars (S10,000); or (2) if written notice is given by Blue Creek to AEE to continue this Agreement, this Agreement shall continue in force and effect, in which case, the Option Deadline shall be extended to 5:00 p.m. on. December 31, 2003 (the "Third Option Deadline"), by which time Blue Creek shall exercise the Option for Sewer Connection by notice in writing to AEE. Such notice shall provide AEE and AEEHOA with the estimated time for the construction by Blue Creek of the facilities necessary to connect Blue Creek Ranch to the AEE Main Collection Line 1 11111 11111 1 11111 1111 111 1111 11111 111 11 111 1111 1 1111 11 11 591637 11/08/2001 02:22P 61301 P776 M ALSDORF 3 of 20 R 100.00 D 0.00 DARFIELD COUNTY CO and an estimated date when such actual sewer flow conveyance will be required. In the event Blue Creek does not exercise the Option for Sewer Connection by the Third Option Deadline or otherwise provides notice in writing to AEE and AEEHOA of termination of this Agreement prior to the Third Option Deadline, this Agreement shall automatically terminate and be of no further force or effect and the parties shall have no further obligation hereunder, and AEE shall not refund any of the Option Fee. 2. Option Fees and Review Fees. As an express condition precedent and in consideration for granting such Option for Sewer Connection Blue Creek shall pay to AEE the sum of twenty-five thousand dollars ($25,000.00) or such other consideration, goods or services valued at $25,000, or some combination thereof, as mutually agreed upon by AEE and Blue Creek in a separate written agreement ("Option Fee"). Such payment of the Option Fee shall be due upon full execution of this Agreement, unless however, payment of all or a part of the Option Fee is in the form of Blue Creek providing goods and/or services to AEE in the manner described above; then in such case, the parties shall mutually agree upon the timing of performance as to that amount of the Option Fee to be paid in goods or services. If all or a portion of the Option Fee is refundable in accordance with Paragraph 1 above, it shall be refunded in cash or money funds. In the event the Option for Sewer Connection is exercised, the Option Fee shall be credited against the Sewer Connection Fee described in Paragraph 3 below. Blue Creek agrees to pay all of AEE's reasonable attorneys' fees incurred in the negotiation and review of this Agreement, as well as reasonable attorneys' fees incurred in the negotiation and review of any other documents and/or agreements necessary for the implementation of this Agreement (except for documents or agreements that would have been or were required to be prepared despite this Agreement), partial payment of which has been made by Blue Creek to AEE as of the date hereof and is hereby acknowledged by AEE. At AEE's option and direction, Blue Creek shall pay any applicable attorney fees within fifteen days of the date of invoice thereof or deposit estimated fees to be incurred in advance with AEE's attorney to be held in its escrow account until such time as eligible fees are incurred. The payment of attorney fees is non-refundable. 3. Sewer Connection Fee. In consideration for the right to connect and convey sewer flows from Blue Creek Ranch through the AEE Main Collection Line in accordance with this Agreement, Blue Creek shall pay the sum of two hundred thousand dollars ($200,000.00), which payment shall be due and payable to AEE at the time of execution of the Blue Creek Ranch final plat (the "Sewer Connection Fee"). Subsequent to the payment of the Sewer Connection Fee, Blue Creek shall be entitled to make physical connection to the AEE Main Collection Line and convey wastewater through the AEE Property to the Ranch as set forth herein. 4. Ranch and Other Wastewater Treatment Conting,encv. The right of Blue Creek to commence construction of the Blue Creek Connection Line on AEE Property is expressly contingent upon the necessary approval being obtained from the Ranch to permit and accept wastewater flows from Blue Creek Ranch for treatment and disposal at 111111 111111 111I1III1111111 111111111111111111111 591637 11/08/2001 02:22P B1301 P777 M PLSDDRF 4 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO the Ranch Wastewater Plant. Such Ranch approval shall be evidenced by a fully executed Sewer Service Agreement between Blue Creek and the Ranch. Similarly, the right to commence construction of the Blue Creek Connection Line on AEE Property is contingent upon obtaining any other necessary approvals and/or easements from other parties along the sewer conveyance route up to the Ranch property line. 5. Master Sewer Association. It is contemplated that Blue Creek, AEEHOA and AEE shall form a master sewer association that shall hold title and easement rights to, and shall govern, control, maintain and operate, the sewer collection and transmission systems, as well as, all connecting lines, lift stations or other sewer facilities, located on both Blue Creek Ranch, the AEE Property or other adjacent properties (the "AEE/BLUE Sewer Association"). The AEE/BLUE Sewer Association shall be consolidated at the outset or as soon as feasible upon execution of this Agreement, with the AEE/BLUE Water Association, to the extent such is or is to be formed as described in a separate Water Supply and Connection Agreement between the parties, to form a single entity called the AEE/BLUE Water & Sewer Association. The Association shall be responsible for adopting rules and regulations governing sewer usage within both developments, billing all sewer users within both developments an equal charge for sewer usage and reserve for replacement costs, and operating, maintaining, improving, repairing, replacing and taking such other necessary and prudent actions with respect to the sewer pipelines and all sewer transmission, lift and distribution facilities within both developments ("Sewer System Infrastructure"). It is agreed and acknowledged that the Board of Directors for such master association shall consist of two members from the homeowners association for Blue Creek Ranch and two members from the homeowners association for the AEE Property. In the event the AEE/BLUE Water & Sewer Association is formed, there shall only be one Board of Directors comprised of four members as described above. The Board of Directors shall have such powers including, but not limited to, deciding and acting upon all Sewer System Infrastructure matters. Such "infrastructure matters" include, but are not limited to, proposals for sewer system infrastructure or facilities repair, replacement, maintenance, construction, extension, cleaning, operation,. monitoring and management. All Board of Director decisions, including, but not limited to, all "infrastructure matters," management, control and operation decisions, shall be made by not less than a 75% vote of the Board of Directors. If a 75% vote cannot be reached on an "infrastructure matter- submitted for a vote, then the matter or question shall be submitted to a neutral, qualified, third -party engineer or hydrologist for an independent determination. The engineer or hydrologist recommendation shall be binding and shall have the same effect as if action on the proposed matter received a 75% vote of the Board of Directors. If the Board cannot agree on the selection of the hydrologist, the AEE Board members shall nominate a hydrologist and the Blue Creek Board members shall nominate a hydrologist and the selection of the hydrologist from the nominees shall be made by a coin toss. All homeowners within Blue Creek Ranch and the AEE Property shall be subject to and shall comply with any and all rules and regulations adopted by the AEE/BLUE Sewer (or Water & Sewer) Association. The parties agree to provide for compliance with such rules and regulations in the master declarations of 1111111 11111 111111 1111111111111111 1111 M 11111 11111111 591637 11/08/2001 02:22P B1301 P778 M ALS©ORF 5 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO covenants, conditions, and restrictions for their respective properties. The Association shall be formed jointly by the parties and articles of incorporation for the Association, or consolidation articles for a Water & Sewer Association as the case may be, shall be filed with the Secretary of State within ten (10) days from Blue Creek's exercise of the Option for Sewer Service. The Association shall thereafter obtain a property and liability insurance policy to cover the sewer facilities and its operations on both AEE and Blue Creek Ranch and shall name AEE and Blue Creek as a co-insured on such policy. The Association shall also comply with and fulfill all the responsibilities required of AEE or AEEHOA under the Ranch Sewer Agreement referred to in paragraph 7 below. 6. Installation of Blue Creek Sewage Facilities. Blue Creek shall be responsible, at its sole cost and expense, to design and construct a sewer collection system, including any and all sewer lines, pipes, pumps, valves, shut-off valves, meters, lift stations and other related facilities and improvements ("Blue Creek Collection System") required to collect and transmit sewage and wastewater from the Blue Creek Ranch development, via the Blue Creek Connection Line, to the AEE Main Collection Line. Such Blue Creek Collection System and Blue Creek Connection Line shall be constructed in accordance and conformance with the requirements, standards and conditions of the Ranch, any Sewer Service Agreement entered into with the Ranch, the Ranch's Rules and Regulations and/or any committees or management organizations associated with Ranch wastewater service, including any provisions for shut-off and metering sewer flows and strength. Blue Creek shall be responsible for connecting the Blue Creek Collection System via the Blue Creek Connection Line to the AEE Main Collection Line at that point located near the entrance to the AEE Property, as shown graphically and labeled "sewer tie in" on. Exhibit "C" (the "Point of Connection"). AEE and/or the Association shall have the right to inspect the construction and connection of the Blue Creek Connection Line to the Point of Connection to insure that such sewer line and connection have been constructed in accordance with acceptable engineering standards and the requirements of the Ranch, provided however, such inspection shall not be deemed certification or acquiescence that such standards and requirements have been met. 7. Utilization of Connecting Main from AEE to the Ranch. Prior to commencement of construction of the Blue Creek Connection Line, Blue Creek shall comply with and meet any and all applicable requirements of the Sewer Connecting Main Agreement, dated September 21, 1999, between the Ranch, AEE and St. Finnbar and recorded at Reception No. 553171 of Garfield County Records (the "Sewer Connecting Main Agreement"), as well as, comply with any applicable provisions of the Sewer Service Agreement, dated September 22, 1999, between the Ranch and AEE and recorded at Reception No. 553170 of Garfield County Records (the "Ranch Sewer Agreement"). Such obligations or requirements include, but are not limited to, (1) securing all necessary easements and rights to connect to and convey sewage through the "connecting main" constructed along the Lot 12/13 property boundary at the Ranch at Roaring Fork, Phase V (the "AEE/St Finnbar Connecting Main"), in accordance with the terms and conditions of the Sewer Connecting Main Agreement or other agreements which have been or may be i 111111 illll 111111111111111111111111111 III 1111111111111 ORF 39163h 7 f 2018 100.001D 0..00 G P FIEELD COUNTYLCO necessary to be entered into; and (2) complying with the "Future Cost Recovery and Capacity" provision of the Sewer Connecting Main Agreement, including payment of St. Finnbar's portion of the "developer rebate," if required, described in such agreement; however, Blue Creek shall not be required to pay AEE's portion of such "developer rebate." AEE shall reasonably cooperate, without being required to expend money, in granting, to the extent it has any power to do so, the necessary rights and approvals to Blue Creek to share in the AEE/St.Finnbar Connecting Main upon compliance with the Sewer Connecting Main Agreement, at no additional consideration from Blue Creek to AEE. In the event Blue Creek is unable to obtain and secure the necessary easement rights, authorizations and agreements from the other third parties to utilize the AEE/St.Finnbar Connecting Main and facilities identified in the above mentioned agreements, then this Agreement shall automatically terminate and be of no further force or effect and the parties shall have no further obligation hereunder, except that AEE shall refund the Option Fee to Blue Creek to the extent this fee has been paid and/or performed by Blue Creek. 8. Easement for Blue Creek. Upon the exercise of the Option for Sewer Connection, and so long as the above conditions precedent for commencement of construction of the Blue Creek Connection Line have been met, AEE and AEEHOA hereby grant to Blue Creek a temporary construction easement on, over and across that portion of the AEE Property between Blue Creek Ranch and the Point of Connection in order to allow Blue Creek to construct, install and connect the Blue Creek Connection Line to the AEE Main Collection Line. Upon final construction and connection of the Blue Creek Collection System and Blue Creek Connection Line, AEEHOA shall grant to Blue Creek a perpetual non-exclusive easement ten (10) feet on either side of the center line of the Blue Creek Connection Line as such is located on AEE's Property, as well as, the AEE Main Collection Line for purposes of conveying wastewater through the AEE Property to the Ranch and operating, maintaining, repairing, improving, and replacing said line or facilities (the "Easement"). The location of the Easement will be along the sewer line alignment as shown on Exhibit "C." Upon final construction and connection of the Blue Creek Connection Line and payrnent of the Sewer Connection Fee to AEE, the parties agree to expeditiously prepare and thereafter, execute the grant of Easement. Once the Blue Creek Connection Line has been installed and connected, Blue Creek shall. have a legal description prepared for the Blue Creek Connection Line installed on the AEE Property. The legal description shall be approved by all parties, which approval shall not be unreasonably withheld. It shall then be attached to the Easement and the Easement shall be recorded in the Garfield County real estate records. To the extent the Blue Creek Connection Line is ever required to be relocated upon the AEE Property in order to continue the sewer service set forth herein, AEE, AEEHOA and Blue Creek shall cooperate in good faith in the determination of the relocation of the Blue Creek Connection Line to a location which does not adversely affect the present or then reasonably foreseeable development or redevelopment of the AEE Property, and in the preparation of an amendment of the legal description of the Easement to reflect the relocated facilities. Any such amended legal description to the Easement shall be 6 1 111111 111111111111111111111111111 11111 111 111111111 fill 891637 11/08/2001 02:22P 81301 P780 M ALSDORF 7 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO recorded in the Garfield County real estate records. 9. Sewer Line Service to Blue Creek Ranch. Upon the completion of the Blue Creek Connection Line and connection to the AEE Main Collection Line in accordance with the terms and condition contained herein, AEE and AEEHOA agree to allow Blue Creek Ranch sewer flows to be carried in the AEE Main Collection Line and transmitted through the AEE Property, subject to the terms and conditions set forth in this Agreement. Blue Creek shall only transmit and convey the sewer flows associated with 52 EQR's of water usage as shown on the Blue Creek Ranch Estimated Water Requirements Table attached hereto and incorporated herein as Exhibit "D" (the "Blue Creek Ranch Water Demand"), or the sewer flows permitted and approved for treatment by the Ranch, whichever is greater, so long as there is capacity available in the AEE Main Collection Line. For purposes hereof, the capacity of the 8" AEE Main Collection Line shall be allocated to Blue Creek. Ranch and AEE Property in proportion to each development's EQR capacity (i.e., 521117.6 to Blue Creek Ranch, 65.6/117.6 to AEE Property). Sewer service by AEE and AEEHOA hereunder shall be appurtenant to the Blue Creek Ranch and shall not be transferable by Blue Creek to any other development or property. 10. Conveyance of Blue Creek and AEE Sewer Facilities and Easements to Association. Upon the completion of the Blue Creek Collection System and connection of the Connecting Main to the AEE Main Collection Line, Blue Creek shall transfer and convey all easement rights associated therewith, including the Easement described in Paragraph 8 above, to the Association free and clear of all encumbrances. At the same time, AEE and AEEHOA shall transfer and convey all easement rights associated with the AEE Collection System and AEE Main Collection Line to the Association free and clear of all encumbrances. The parties shall also convey all easement rights they respectively hold in the AEEIBIue Creek Connection Line and alignment as described in the Sewer Connecting Main Agreement. The Association shall thereafter be responsible for operating, maintaining, improving, repairing and replacing the Blue Creek and AEE Collection Systems, the Connecting Main, the AEE Main Collection Line and the AEE/St, Finnbar Connecting Main (collectively, the "AEE/Blue Creek Sewer Facilities"). 11. Wastewater Service Fees. Following completion of the connection of the Blue Creek Connection Line to the AEE Main Collection Line, the Association shall charge sewer service fees to all AEE Property and Blue Creek Ranch lot or parcel owners. All lot or parcel owners within the AEE Property and Blue Creek Ranch shall be charged the same basic sewer service rate by the Association, which charges for sewer service shall be submitted directly by the Association to each lot owner within both developments. in addition, any fees payable under the Ranch Sewer Agreement, referred to in paragraph 7 above shall also be collected by the Association from all lot or parcel owners within the AEE Property and the Blue Creek. Ranch. 7 1111111 11111 111111 1111111111111111 11111111 11111 1111111 591637 11/08/2001 02:22P 131301 P781 M ALSDORF 8 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO 12. Use of Sewer Service. Utilization of sewer service by the individual homeowners shall be monitored by individual water meters installed on each residence and assuming that sewer flows equal 95% of such water delivery. Such individual meters shall be required by the parties hereto. Each lot owner within both developments shall thereafter be obligated to pay for the amount of sewer flows associated with each respective lot as recorded by its individual meter pursuant to the rates and regulations adopted by the Association. The Association shall determine the method and requirements for determining and charging for sewer flows from non-residential uses and structures. Each lot owner or sewer user within Blue Creek Ranch and the AEE Property shall enter into a sewer service contract with the Association which shall set forth specific terms and provisions related to sewer usage, payment obligations, and other related matters. The use of the sewer service shall at all times comply with the requirements of the Ranch Sewer Agreement, referred to in paragraph 7 above. 13. Operation, Maintenance and Repair. Upon installation of the Connecting Main, the Association shall thereafter be solely responsible for operating, maintaining, repairing, improving, and replacing the AEEIBlue Creek Sewer Facilities, and for collecting for all costs associated therewith. AEE and Blue Creek shall provide in the protective covenants of its respective homeowners' associations that such associations shall include as a cost of which they can place a lien on the lots of their respective members, the charges payable under this Agreement by an owner who is delinquent in the payments to the Association and shall upon request of the Association, foreclose such lien and collect such delinquent payments, together with interest thereon at a rate as reasonably set by the Association from time to time, but if no specific rate is set, then the rate shall be twelve (12%) per annum and collect costs and attorney fees. Unless set forth otherwise in this Agreement, the costs associated with the obligations set forth above shall be assessed evenly to the parties hereto and/or the homeowners within such developments by the Association. The Association shall keep the AEEIBIue Creek Sewer Facilities and all related appurtenances, and all future sewer facilities, in good working order at all times and ensure that such Sewer Facilities are at all times capable of providing sewer service and conveyance. The operation, maintenance and repair of the Sewer Facilities shall at all times comply with the requirements of the Ranch Sewer Agreement, referred to in paragraph 7 above. 14. Additional Wastewater Users. The parties agree that nothing herein shall prevent AEE or Blue Creek, or the Association if formed, from making the main trunk lines of the AEEIBIue Creek. Sewer Facilities available to other properties for sewer flow conveyance through the AEE and/or Blue Creek properties, and from receiving compensation or cost recovery therefore provided however, if the third party only utilizes the Blue Creek Collection System and components thereof constructed on Blue Creek Ranch, then Blue Creek shall solely receive the compensation and if the third party only utilizes the shared sewer lines and facilities consisting of the AEE Main Collection Line, then AEE shall solely receive the compensation. If the third party utilizes both the Blue Creek Collection System and the AEE Main Collection Line to convey wastewater, then 1111111111111111111.11.11.1II11111111111111 ID 1111111111111 591637 11/08/2001 02:22P 81301 P782 M ALSOORF 9 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO AEE and. Blue Creek shall share evenly in the compensation. In addition, AEE and Blue Creek shall share evenly in compensation for a third party's utilization of the AEE/St. Finnbar Connecting Main. The parties agree that together they shall engage competent engineering to determine if any such additional service through the sewer lines will adversely impact the ability of the parties to receive sewer service and carry sewer flows as provided herein. If such additional sewer user is to be considered, the parties agree that as a condition to offering such service, the third party must enter into an agreement with the parties similar in scope and nature as this Agreement. 15. No Interference. AEE and Blue Creek agree that neither of them shall undertake any action or, to the extent they are affirmatively obligated to prevent an action to occur or to allow any condition to exist, that interferes with uninterrupted sewer service to either of their properties. 16. Breach of Contract: Default. In the event of a breach of any of the terms and conditions of this Agreement, the non -breaching party shall give the party in default written notice of said breach and a thirty (30) day right to cure; provided, however, that if it is determined in either parties sole discretion that the cure of any breach by the other party is immediately necessary in order to protect the health, safety, and welfare of any of the users of the AEE/Blue Creek Sewer Facilities, the 30 -day cure period set forth above shall not apply. In the event the breaching party has not cured said default within the 30 - day period, or begun the diligent undertaking of good faith efforts to cure the default, the non -breaching party may bring an action in the Garfield County District Court for damages, mandatory injunctive relief, and/or specific performance and shall be entitled to recover from the other party reasonable attorneys' fees and costs expended in connection with such action. 17. Assignment. Blue Creek shall have the right, without the consent of AEE, to assign all or a portion of its right, title and interest in the Option for Sewer Connection and this Agreement to any other party that is a successor in ownership to all or any portion of Blue Creek Ranch, and to any homeowners' association formed to govern all or any portion of Blue Creek Ranch, so long as any such assignee shall assume in writing Blue Creek's obligations hereunder and, to the extent that all of such obligations are assigned, Blue Creek is released from any responsibility for such obligations subsequent to the assignment thereof. AEE shall have the right, without the consent of Blue Creek, to assign all of its right, title and interest in this Agreement to any other party that is a successor in ownership to all or any portion of the sewer facilities, so Long as any such assignee shall assume all of AEE's obligations hereunder and provide such assurances to Blue Creek in writing. AEE shall thereafter be released from any obligations hereunder that are subsequent to such assignment. 18. Termination of Association. The parties recognize that the provision of sewer service to Blue Creek Ranch and the AEE Property is a vital necessity. Therefore, it is understood that in the event the Association is terminated for any reason, the 9 1111111 111111111111111111111111111 11111 111 111111 111 1111 591637 11/08/2001 02:22P B1301 P783 M ALSDORF 10 of 20 R 100.00 0 0.00 GARFIELD COUNTY CO Association shall convey to Blue Creek and AEE, their successors and assigns, without any consideration, the AEEIBIue Creek Sewer Facilities, together with any and all easements and other assets and rights of the Association in order that the parties can continue to provide sewer service to the homeowners within each development. Thereafter, the AEE homeowners association and the Blue Creek homeowners association shall be evenly responsible for operating, maintaining, repairing, improving and replacing the AEE/Blue Creek Sewer Facilities. 19. No Conveyance or Encumbrance. Except as permitted by paragraph 14 above, Neither AEE nor Blue Creek shall sell, convey, transfer, hypothecate, lease, loan, or encumber the AEE/Blue Creek Sewer Facilities, without the express written consent of the other party. 20. Indemnification. The parties agree to indemnify, defend, and hold the other harmless from any and all claims, liabilities, injuries, deaths, suits, causes of action or losses of any nature whatsoever incurred by either party resulting from any activity undertaken by such party on the property of the other pursuant to this Agreement. The parties hereto intend not to duplicate any legal services or other costs associated with the defense of any claims against either party described in this section. Therefore, the parties hereto agree to cooperate in full to prevent duplicative expenses incurred as a result of the indemnification herein described. 21. Notice. All notices required under this Agreement shall be in writing and shall be hand -delivered or sent by facsimile transmission or registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties herein set forth. All notices by hand delivery shall be effective upon receipt. All facsimile transmissions shall be effective upon transmission receipt. All notices by mail shall be considered effective seventy-two (72) hours after deposit in the United States mail with the proper address as set forth below. Either party by notice so given may change the address to which future notices shall be sent. Notice to Blue Creek: With Copy To: 10 Blue Creek Land Holdings, LLC c/o Rob Cumming 3220 County Road 100 Carbondale, CO 81623 Lane Industries, Inc. c/o Arthur J. Schiller, Esq. One Lane Center 1200 Shermer Road Northbrook, Illinois 60062 1111111111111111111111111111111111111111111111111111111 591637 11/08/2001 02:22P 61301 P784 M ALSDORF 11 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO Notice to AEE: With Copy To: 22. Miscellaneous Provisions. Aspen Equestrian Estates, LLC clo Jay Weinberg PO Box 4788 Aspen, CO 81612 Klein-Zimet P.C. clo Herb Klein, Esq. 201 N. Mill Aspen, CO 81611 Phone: (970) 925-8700 Fax: (970) 925-3977 a. This Agreement shall be construed under, and in accordance with, the laws of the State of Colorado. b. This Agreement shall be binding upon and inure to the benefit of Blue Creek and AEE and their respective legal representatives, successors and assigns. c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. d. This Agreement constitutes the sole and only agreement of Blue Creek and AEE with respect to the sewer service and supersedes any prior understandings or written or oral agreements between Blue Creek and AEE with respect to sewer service. This Agreement may not be amended or modified except by written agreement signed by Blue Creek and AEE. e. Blue Creek and AEE pledge to utilize their best good faith efforts to act in a timely and reasonable manner to fulfill their obligations hereunder. f. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. g. The section headings utilized herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the scope, extent or intent of this Agreement or any part hereof. h. The failure by either Blue Creek or AEE to enforce against the other 11 umii 11111 11011 1111 Il1Il1 11111 11111 III Hilil 111 ini 591637 11/08/2001 02:22P 91301 P785 M ALSDORF 12 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO party any term or provision of this Agreement shall be deemed not to be a waiver of the right of either Blue Creek or AEE to enforce against the other party the same or any other such term or provision. i. This Agreement may be executed in multiple originals or counterparts, each of which shall be an original and, when Blue Creek and AEE have each signed and provided to the other party at Least one (1) copy, such copies together shall constitute a fully executed and binding agreement. Signatures transmitted by facsimile shall be binding as original signatures. j, If either Blue Creek or AEE files any action or brings any proceeding against the other arising out of this Agreement, then as between Blue Creek and AEE, the substantially prevailing party shall be entitled to recover, as an element of its costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. A party not entitled to recover its costs shall not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining whether a party is entitled to attorneys' fees. k. Nothing herein contained shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal or agent or of partnership or joint venture or of any association between AEE and Blue Creek, except as parties to this Agreement. 111111111111111111111111111111111111111111111111111111 591637 11/08/2001 02:22P B1301 P786 M ALS 13 of 20 R 100.00 0 0.00 GARP I ELD COUNTY CO IN WITNESS WHEREOF, Blue Creek, AEEHOA and AEE have executed this Agreecnent as of the date first above written. BLUE CREEK: BLUE CREEK LAN/? HOLDINGS, LLC, a Colorado limited liability company LANE INDUSTRIES, INC., a Delaware corporation, its sole manager o By: Name: Arthir-J. Schiller Title: Senior Vice President, Secretary and General Counsel AEE: ASPEN EQUESTRIAN ESTATES, LLC, a Colorado limited liability company AEEHOA: ASPEN EQUESTRIAN ESTATES HOMEOWNERS' ASSOCIATION, INC. Name:-� Attest: 111110 1110 11111 1111 111111VIII 11111 III 111111 111 1111 591637 11108/2001 02:22P 81301 P787 M ALSDORF 14 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO STATE OF COLORADO ) 4,1 ) ss. COUNTY OF eNtiffielk) Acknowledged, subscribed andxswom to before me this>day of ,,,+s!"w`'1"..*► , 2001, by / T -t1 UY J. l�t`'.h; , as Sr . Utet PrtG,cl .#— of LANE INDUSTRIES, INC, as Managing Member ofB_LT.J .. CREEK LAND HOLDINGS, LLC. Witness my hand and official seal. My Commission expires: (SEAL) STATE OF COLQRADO ����t COUNTY OF /lT�C"i,t.,) atikguipa&kut, Notary Public Acknowledged, subscribed, and sworn to before me this 5/A day of ( i j 'r'' .► 001, by v 6/.,,„;z4 . - ,as :l•{%,'2t of A ' EN EQUES •��-�•�.,. S, LLC. V G. -©M Witness my hand and official seal. (71 A i y' `� My Commission expires: (SEAL) STATE OF COLORADO ) ) COUNTY OF J -k' ss. ) otary Public Acknowledged, subscribed, and sworn to before me this ] /t day of 001, by .G'r', fz4-;.64a , as of ASPEN EQUESN ESTATES HOMEOWNERS' ASSOCIATION, INC. Witness my hand and official seal. My Commission expires: (SEAL) GARo, ,e 14 }f • ry Public 11 519111161311711111181/021010111110111:12211,116111131011171811841E1111 i15 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO i i I i i i i 0 0 9 1 LEON_ Man F'iQN Our Order No. GW2341.55-3 A PARCEL OF LAND SITUATED LN THE UNITED STATES GOVERNMENT LOTS 1, 2, 6, 7, 11 AND THE NORTHEAST QUARTER SOUTHWEST QUARTER OF SECTION 31, TOWNSHIP 7 SOUTH, RANGE 87 WEST' OF THE SLXTH PRLNCIPAL :WER®IAN, GARFIELD COUNTY, COLORADO, SAID PARCEL IS LOCATED SOUTHERLY OF COLORADO STATE HIGHWAY NO. 82, EASTERLY OF GARFIELD COUNTY ROAD 100 AND NORTHERLY OF THE DENVER AND RIO GRANDE WESTERN RAILROAD RIGHT-OF-WAY, AND I5 MORE FULLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF SA ID GOVERNMENT LOT 2, SECTION 31, THENCE SOUTH 00 DEGREES 55'02" EAST, A DISTANCE OF 1197.02 FEET TO THE INTERSECTION OF SAID COUNTY ROAD 100 EASTERLY RIGHT-OF-WAY WITH THE SOUTHERLY RIGHT-OF-WAY OF COLORADO STATE HIGHWAY NO. 8:, THE TREE POINT OF BEGINNING; THENCE EASTERLY ALONG SAID STATE HIGHWAY SOUTHERLY RIGHT-OF-WAY THE FOLLOWING: NORTH 31 DEGREES 01'05" EAST, A DISTANCE OF 7.29 1, ELI TO THE PC61TION FOR COLORADO DEPARTMENT OF TRANSPORTATION (CDOT), MONUMENT 529 OF PROJECT NO. CX(FC) 24-0082-26 (MISSING), (SAID PONT L5 MARKED BY A WITNESS CORNER MONUMENT, A 518" STEEL ROD WITH YELLOW PLASTIC CAP MARKED BUETT'NER 13166 WC, AT A DISTANCE OF NORTH 81 DEGREES 01'05" EAST, 2.00 FEET FROM THE CDOT MONUMENT POSITION, SAID WI NESS CORNER MONUMENT T IS LOCATED AT THE BASE OF A WIRE FENCE); THENCE NORTH 81 DEGREES 01'05" EAST, A DISTANCE OF 120.91 FEET TO A CDOT moNuNtErrr 530 OF SAID CDOT PROJECT; THENCE NORTH 72 DEGREES 011,3" EAST, A DISTANCE OF 188.31 FEET TO THE CDOT MONUMENT 531 OF SAID PROJECT; THENCE SOUTH 84 DEGREES 43'15" EAST, A DISTANCE OF 401.16 EEtt;t TO THE CDOT MONUMENT 532 (MISSING NOW MARKED WITH A 5/8" 5 [LEL ROD AND YELLOW ,PLASTIC CAP MARKED BU :i'iNER 13166), OF SAID PROJECT; THENCE SOUTH 78 DEGREES 30'40" EAST, A DISTANCE OF 382.98 FEEL TO A WIRE FENCE CORNER; THENCE DEPARTING SAID STATE RIGHT-OF-WAY SOUTH 00 DEGREES 35'23" WEST, A DISTANCE OF 1834.33 li'Lha ALONG A WERE FENCE TO A FENCE CORNFgt; THENCE SOUTH 89 DEGREES 16'33" EAST, A DISTANCE OF 231.46 It't 1 TO A FENCE ICE CORNER; THENCE SOUTH 00 DEGREES 10' 42" EAST A DISTANCE OF EAST, A DISTANCE OF 785.71 1;..1 ALONG A WIRE FENCE TO A INTERSECTION WITH THE DENVER AND RIO GRANDE WESTERN RAILROAD NORTHERLY RIGHT-OF-WAY, SAID POINT OF INTERSECTION BEING WITHIN THE ROARING FORK RIVER; THENCE WESTERLY ALONG SAID NORTHERLY RAILROAD RIGHT-OF-WAY, BEING LOCATED WITHEN THE ROARING FORK RIVER THE FOLLOWING: SOUTH 80 DEGREES 2741" WEST, A DISTANCE OF 230.73 FEEL.; SOUTH 83 DEGREES 46'38" WEST, A DISTANCE OF 96.97 Ft.t.i; SOUTH 84 DEGREES 11'43" WEST A DISTANCE OF 99.20 FEET; SOUTH 84 DEGREES 12'11- WEST, A DISTANCE OF 99.74 F 1; SOUTH 84 DEGREES 12'20" WEST, A DISTANCE OF 99.08 Etta ; SOUTH 84 DEGREES 12'45" WEST, A DISTANCE OF 103.09 FEET; SOUTH 84 DEGREES 06'14" WEST, A DISTANCE OF 97.41 FEET; SOUTH 84 DEGREES 09'08" WEST, A DISTANCE OF 100.70 F k±.1*,1; J.I IHx3 11111111111111111111111111111111111111111111111111111 591637 11/08/2001 02:22P 61301 P789 M ALSDORF 16 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO LEG4L LESCR PftCN Our Order No. GW234155-3 SOUTH 84 DEGREES 53'34" WEST, A DISTANCE OF 96.53 FEET; SOUTH 86 DEGREES 56' 14" WEST, A DISTANCE OF 93.61 FEET; NORTH 89 DEGREES 35'50" WEST, A DISTANCE OF 93.75 FEET; NORTH 86 DEGREES 21'01" WEST, A DISTANCE OF 94.46 FEET; NORTH 82 DEGREES 59'43" WEST, A DISTANCE OF 94.93 FEET; NORTH 79 DEGREES 59'43" WEST A DISTANCE OF 95.24 FEET; NORTH 77 DEGREES 47'12" WEST, A DISTANCE OF 97.04 I :f; NORTH 77 DEGREES 19'56" WEST, A DISTANCE OF 99.76 FEET; NORTH 77 DEGREES 10' 16" WEST, A DISTANCE OF 86.35 Irth.1 TO A INTERSEC'T'ION WITH THE EASTERLY RIGHT-OF-WAY OF GARFIEL.D COUNTY ROAD 100; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY THE FOLLOWING COURSES AND CURVES: THENCE NORTH 36 DEGREES 10' 38" EAST, A DISTANCE OF 92.37 FEET; THENCE ALONG A CURVE TO THE LFET 145.86 FEET, THE RADIUS OF SAID CURVE BEING 340.27 FEET, THE CENTRAL ANGLE IS 24 DEGREES 33' 37", THE CURVE LONG CHORD BEARS NORTH 24 DEGREES 23' 49" EAST, A DISTANCE OF 144.75 FEET; THENCE NORTH 12 DEGREES 07' 00" EAST, A DISTANCE OF 1490. 00 FEET; THENCE ALONG A CURVE TO THE LEFT 296.07 FEET, THE RADIUS OF SAID CURVE BEING 1462.39 FEET, THE CENTRAL ANGLE 15 11 DEGREES 36' 00", THE CURVE LONG CHORD BEARS NORTH 06 DEGREES 19' 00" EAST, A DISTANCE OF 295.57 FEET; THENCE NORTH 00 DEGREES 30' 48" EAST, A DLSTANCE OF 727.56 E b.l TO THE TRUE POINT OF BEGINNING COUNTY OF GARFIELD STATE 01? CJLORADO 11111i1 11111 11111111111111111111111111111111111111111111 591637 11%08/2001 02:22P 91301 P790 M ALSDORF 17 of 20 R 100.00 D 0.00 GARFIELD COUNTY CO EXHIBIT 8 Aspen Equestrian Estates Subdivision ACCORDING TO THE Plat map thereof filed for public record in the office of the Clerk and Recorder of Garfield County, Colorado as Reception No. 564578 located in the County of Garfield, State of Colorado i +ff IE Tfl AEE EXISTING WATER MAIN 111 ■Ir4`mc piEsTlNo Ra* Arrltimrze� s - •:r ro EXIST' • •� P °-!N Io [ID s -•613 w C9 o.np-b N�� BN - 19 8 oQ_ • NMME As Iso r • -4 • po awl ooh -11 mos SEW€R.TIE II t. -AtT WATER AND SEWER CONNECTION LOCATION DETAIL 1' = 60' NOTES. I) BLUE CREEK RANCH AND PORTION OF CERISE PROPERTY BY SOPRIS ENGINEERING. 2) ASPEN EQUESTRAIN ESTATES AND ST. FINNBAR FARMS DRAWINGS BY HIGH COUNTRY ENGINEERING. 3) LOCATION, ORIENTATION, SCALING, ETC.. ARE APPROXIMATE AND SHOULD NOT BE USED FOR DETAILED DESIGN. NEVIS BLUE CREEK RANCH AND ASPEN EQUESTRIAN ESTATES WATER/SEWER CONNECTION MAP CASE: DALE; SHEE BLUE CREEK RANCH 251' AUG 17, 2001 1 OF 1 DRAWN BY: Ct4KO BY: APPO BY: DRAWING; DPW --- BC_base dug ANCANE-LLA AND ASSOCIATES /AC £NGI £R C UL AN ,r POST O:ncE scat 190E - 1004 =KR AX 6LENI000 SPRPVCS, MORACO 61503 (OM 445-3 ia(D o Month January February March April May June July August September October November December Domestic Demands 50.0 EQRs 3.5 cap1EQR 100 gpcd 5% 2500 sq-ft7EQR TO% 1.99 fl # of Residential EOIts # persons/EQR # gallons/person/day Percent Consumed Lawn Irrigation Application Efficiency Crop Irrig reprint (CIR) - - piveraion Requirernents, (1) (2) (3) (4) (5) Domestic Commercial DommCornrn Pond Live - In -house In-house irrigation Evaporation stock (ac•1l) (ac -fl) (ac -11) (ac -ft) (ac -f1) Table 2 Blue Creek Ranch Estimated Water Requirements Water Use Inputs Cornmercial Demands # of Commercial EIJRs 2.0 EQI'ls # personslEQR 3 5 cap/EQR # gallons/person/day 100 gpcd Percent Consumed 5% Lawn Irrigation 2500 sq-lIIEQR Application Efficiency 70% Crop brig regrind (CIR) 1.99 fl Water Use Calculations 1.665 1.504 1.665 1.611 1.665 1 611 1.665 1.665 1.611 1,665 1.611 1.665 0.07 0.06 0.07 0.06 0.07 0.06 0 07 0.07 0.06 0.07 0.06 0.07 0.00 0.00 0,00 0.27 1.61 2.04 1.93 1.25 1.06 0.34 0 00 0.00 Annual �j 19.600 O.T9 9.50 Zancanella & Associates, Inc Water Resources Engineers Glenwood Swings. CO 03108/01 0 00 0 09 0 18 045 0 67 0.89 091 0 79 0.53 0.31 0.11 0.00 0 029 0.026 0 029 0.028 0.029 0.028 0.029 0.029 0.028 0.029 0 028 0.029 (6) Total (ac -f1) 1.76 1.68 1.94 2.42 4.04 4.63 4-60 3.81 3.29 2.41 1.81 1.76 (7) Average Flow (gprn) 12.8 13.6 14.2 182 29.5 34 9 33 6 27.8 24.8 17.6 136 12.8 (6) Domesllc In-house (ac -It) Other Demands Pond Surface Area Annual Net Evaporation Livestock Livestock Consumption Irrigated Open Space Application Efficiency Crap Irrig regmnl (CIR) 1.90 acres 2.59 fl 20.00 units 15.00 gptld 0.00 acres 7 1.99 fl Cgneu1i►ptlya Llbe - (9) (10) (1 1) (12) 13) (14) Commercial Dont1Comm Pond Live- Average In-house Irrigation Evaporation stock Total Flow (ac -ft) (ac -11) (ac -It) (ac -fl) 0c4I} - (gpm)_ 0 083 0 00 0.00 0.00 0.029 0.12 0.8 0.075 0 00 0.00 0.09 0.026 0.19 1.6 0 083 0.00 0.00 0.18 0-029 0.30 2.2 0 081 0 00 0.19 0.45 0 028 0.75 5.6 0 083 0.00 1.13 0.67 0.029 1.92 14.0 0 081 0.00 1.43 0.89 0.028 2 43 18.3 0.083 0 00 1-35 0.91 0.029 2.37 17.3 0.083 0.00 0 88 0.79 0.029 1.79 13.0 0 081 0.00 0.74 0.53 0.028 1.38 10.4 0 083 0.00 0.24 0.31 0.029 0.66 4.8 0.081 0 00 0.00 0.11 0.028 0.22 1.6 0.083 0.00 0.00 0.00 0.029 0.12 0.8 4.93 0.34 - - 34.15 21.12 _0,98 9,04 5.95 Units 10 Single Family Affordable €Jails 20 Single Family Freenlarket Drills 10 Single Family Large Lots 10,000 Sq Ft Commercial Total 100 1.25 © 1.50 Zancanella & Associalos, Inc EQRIUna EORIUnit EQRJUnit Total EQRs 10.00 25 00 15.00 2.00 52.00 4,93 0.34 _ 12.23 7.55 EXHIBIT D ' COR ti1tiecreek2.123