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HomeMy WebLinkAbout16.0 Pre-Inclusion and Plant Development AgreementPRE -INCLUSION AND WASTEWATER TREATMENT PLANT DEVELOPMENT AGREEMENT THIS PRE -INCLUSION AND WASTEWATER TREATMENT PLANT DEVELOPMENT AGREEMENT (hereinafter "Agreement") is made and entered into this 15th day of December, 1999, by and between SPRING VALLEY SANITATION DISTRICT, a Colorado special district, (the "District"); SPRING VALLEY DEVELOPMENT, INC., a Colorado corporation, ("SVD"); BERKELEY FAMILY LIMITED PARTNERSHIP, a Colorado limited partnership, ("Berkeley"); COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT, a statutory junior college district ("CMC"); LOS AMIGOS RANCH PARTNERSHIP, a Colorado general partnership, ("LARP"); COLORADO PINON PINES, LTD., a Colorado limited partnership ("Pinon Pines"); and WILLIAM AND PAMELA GIBSON ("Auburn Ridge"). SVD, Berkeley, CMC, LARP, Pinon Pines, and Auburn Ridge are hereinafter collectively referred to as "Landowners." SVD, Berkeley, CMC, and LARP are hereinafter collectively referred to as "Funding Landowners." WITNESSETH: WHEREAS, the District is a Colorado special district formed and organized in 1980 and functioning pursuant to the authority of Colo. Rev. Stat. §§ 32-1-101, et seq., providing wastewater treatment service to an area in Garfield County, Colorado; and WHEREAS, the Landowners are respectively the fee and equitable owners of one hundred percent (100%) of certain real property located in the Spring Valley area of Garfield County, Colorado, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Service Property"); and WHEREAS, the Landowners desire that the Service Property be included in the District and that the District provide wastewater treatment service to the Service Property; and WHEREAS, the Board of Directors of the District (the "Board") has determined that it is in the best interests of the District to expand the District boundaries to include the Service Property and to provide central wastewater treatment service to the Service Property by constructing, managing, and operating a new wastewater treatment plant; and WHEREAS, Colo. Rev. Stat. -§§32-1-401, et seq. , provide requirements and procedures for inclusions of property into the District, and specifically Colo. Rev. Stat. §32-1-402(1)(c) provides that agreements may be entered into "between a board and the owners of property sought to be included in a special district with respect to fees, charges, terms and conditions on which such property may be included"; and F: \ 19991As roeateata NS V S D -Development -A gtnt• Fina l-3 . wpd -1- WHEREAS, pursuant to Colo. Rev. Stat. §32-1-401(1)(a), the Landowners filed Petitions for Inclusion with the District; and WHEREAS, pursuant to Colo. Rev. Stat. §32-1-401(1)(b), the District held duly noticed public hearings on March 29, 1999, and April 22, 1999, at which hearings the inclusion of the Service Property was approved by the Board of Directors for the District pursuant to Colo. Rev. Stat. §32-1-401(1)(c)(I), subject to the terms and conditions of this Agreement between the parties; and WHEREAS, the District adopted an amendment to its 1979 Service Plan for the purpose of incorporating the Service Property into its service area and providing for the construction of a new wastewater treatment plant, which Amended Service Plan was approved by the Garfield County Board of Commissioners on April 26, 1999; and WHEREAS, in 1998, the Funding Landowners each executed Initial Funding Agreements with the District providing for the funding of a portion of the estimated costs of site application approval from the Colorado Department of Public Health and Environment ("CDPHE") for the proposed new wastewater treatment plant, an amendment to the existing District Service Plan, and agreements for inclusion in the District of property owned by the Landowners; and WHEREAS, pursuant to Colo. Rev. Stat. §§32-1-1001(1)(d) and (j -m), and 31-35- 402(1)(e) and (f), the District has the authority to obtain reimbursement of its costs in providing services to District customers, including, but not limited to, sewer connections, inclusions in the District, and planning and review of line extensions; and WHEREAS, the Landowners are willing to provide funds, pursuant to the terms and conditions set forth herein, for the construction by the District of a new tertiary wastewater treatment plant and associated sewage and treated effluent collection and conveyance facilities (the "Plant"), a depiction of which is contained in Exhibit B, attached hereto and incorporated herein, in consideration of the District's inclusion of the Service Property within the District, the District's provision of wastewater treatment service to the Service Property, and the reimbursement of the Funding Landowners' construction cost contributions, including interest accrued thereon as set forth herein; and WHEREAS, the District and the Landowners desire to set forth the terms and conditions pursuant to which the Service Property will be included within the District; the Plant will be funded, designed, constructed, and operated; and construction cost reimbursements to the Funding Landowners shall occur. NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties, on behalf of themselves, their successors, assigns or transferees, agree as follows: F. \ 1999\Agreements\SVSD-Development-Agent-Final-3.wpd -2- 1. Purpose of Agreement. The purpose of this Pre -Inclusion and Wastewater Treatment Plant Development Agreement is to provide for the inclusion of the Service Property within the District, the construction and initial operation of the Plant to provide wastewater treatment service for the property within the District's service area, as amended from time to time, and to provide for reimbursement of construction costs contributed by the Funding Landowners. 2. Incorporation of aggitals. The foregoing recitals are true and correct and are incorporated herein by this reference. 3. Termination of Initial Funding Agreements. Upon execution of this Agreement, the Initial Funding Agreements entered into by the District and each of the Funding Landowners shall terminate and all initial funding amounts required by the District under the Initial Funding Agreements shall be immediately due and payable upon execution of this Agreement. The parties agree that under the terms of the Initial Funding Agreements, each Funding Landowner is responsible for payment to the District of $50,000, and payment of such sums is a condition precedent to execution of this Agreement. The District acknowledges receipt of such sums from the Funding Landowners prior to the execution of this Agreement. Upon execution of this Agreement, the Funding Landowners shall be responsible for funding the Plant Project Cost, as defined in paragraph 18, below. The parties further agree that the Funding Landowners shall have no right or claim for reimbursement or credit for funds contributed under the Initial Funding Agreements, except as provided in paragraph 23, below, absent a breach of this Agreement by the District. 4. Incorporation of District Rules and Regulations. The Rules and Regulations of the District in effect on the date of execution of this Agreement, and any subsequent amendments thereto, are incorporated into this Agreement by this reference. If no District Rules and Regulations are in effect on the date of execution of this Agreement, this Agreement shall incorporate those Rules and Regulations approved by the Board following execution of this Agreement, and any subsequent amendments to those Rules and Regulations; provided, however, the District Rules and Regulations incorporated into this Agreement, and any subsequent amendments thereto, shall not operate to defeat or materially alter the parties' express rights and obligations under this Agreement. From the effective date of inclusion of the Service Property as established by an Order of the Garfield County District Court, the Service Property shall be subject to all lawful taxes, fees, rates, tolls and charges now in effect or which may later be lawfully levied or collected by the District, except as otherwise provided in this Agreement. Further, all connections to the Plant and all lines for wastewater treatment service on the Service Property shall _be made in accordance with the District's Rules and Regulations and technical specifications, and the terms and conditions of this Agreement. 5. Warranties and Representations. The Landowners make the following representations and warranties to the District: A. Each Landowner is the fee owner of its respective portion of the Service Property and has good and marketable title to its portion of the Service Property, subject F: \ 1999\A g reements\SVSD-Development-Agrnt-Final-3. wpd -3- to any mortgage, covenants, deeds of trust, restrictions, reservations, or easements now or hereafter affecting its portion of the Service Property; B. Each Landowner has the full right, power and authority to enter into and perform this Agreement; C. To the best of each Landowner's knowledge, neither the execution of this Agreement, nor the fulfillment or compliance with the terms and conditions of this Agreement, will conflict with, or result in, a breach of any terms, conditions, or provisions of, or constitute a default under, or result in the imposition of any prohibited lien, charge, or encumbrance of any nature against its respective portion of the Service Property under any other agreement, instrument, indenture, deed of trust, mortgage, judgment, order, or decree of any court to which such Landowner is party to or by which such Landowner or its portion of the Service Property are bound; provided, however, that a Landowner may obtain a waiver of any such terms or conditions, or a consent to its entry into this Agreement, and remain in full compliance with this representation; D. Each Landowner shall provide all easements necessary for the construction of the Plant, pursuant to paragraph 11 of this Agreement; and E. Each Funding Landowner can and will provide funds, pursuant to the terms and conditions of this Agreement, for the design, construction, monitoring, final testing and initial operation of the Plant. 6. Inclusion of Property. Provided each Landowner has satisfied all conditions precedent to inclusion identified herein, the District shall take all steps necessary to finalize the inclusion of the Service Property into the District pursuant to Colo. Rev. Stat. §§32-1-401 et seq., including, but not limited to, obtaining an Order of Inclusion from the Garfield County District Court, and filing and recording such Order with the Garfield County Clerk and Recorder, the Garfield County Assessor, and the Division of Local Government of the Colorado Department of Local Affairs. The Order of Inclusion shall not be tendered to the District Court, and the inclusion of the Service Property shall not be effective, unless and until each of the following conditions are satisfied: A. Receipt by the District of all necessary approvals for Plant construction from state and local government entities, including but not limited to final approval of a site application by CDPHE for the Plant. Approval by governmental entities of the necessary permits, or other regulatory approvals, shall be satisfactory to meet this condition if such approval is made without conditions or with conditions approved in writing by the District. If any necessary approval as contemplated in this paragraph is received with conditions, the District shall have the right, after consultation with the Landowners, to refuse to accept such conditions and may declare such approval unsatisfactory for purposes of meeting this condition. In the event that any condition precedent herein listed is not satisfied by July 1, F:\1999 \Agreements \SVSD-Development-Agmt-Final-3.wpd -4- 2000, any Landowner may withdraw its request for inclusion in the District and withdraw from this Agreement pursuant to the provisions of paragraph 27 below. B. Receipt by the District of an acceptable financial guarantee from each of the Funding Landowners for one hundred percent (100%) of its pro rata share of the construction cost of the Plant, as more particularly described in paragraph 18, below. 7. Connection to District System. Prior to commencement of Plant construction, and subject to the District's sole discretion, no Landowner shall have the right to receive additional service from the District's wastewater treatment system in existence as of the execution of this Agreement ("Existing Treatment System"); provided, however, it is expressly agreed that the foregoing limitation shall not be construed to prevent or restrict any Landowner, or the transferee of any Landowner, from making connection to the Existing Treatment System and receiving wastewater treatment service therefrom pursuant to a Tap fee credit purchased by such Landowner from the District prior to the date of execution of this Agreement. The parties recognize that the District has approved the Colorado Animal Rescue ("CARE") request to connect its proposed animal shelter, which is to be located on the Service Property, to the Existing Treatment System prior to commencement of Plant construction, and the parties agree that CARE shall utilize no more than 1 EQR of capacity. The CARE connection shall not be deemed a violation of the provisions of this paragraph. No new wastewater treatment service shall be provided to the Service Property, and no new connection shall be made to the Plant until the Service Property is included in the District, the appropriate Landowner's application for service has been approved by the District, the appropriate Landowner has complied with all connection requirements as established in the District's Rules and Regulations, any applicable tap fees have been paid, a tap permit has been issued, and Plant construction is completed. Upon completion of Plant construction, all existing users of the District's Existing Treatment System shall connect to the Plant. Except as provided in paragraph 22, below, in the event the District's service lines are constructed within four hundred (400) feet of an operational individual sewage disposal system ("ISDS") on the Service Property, the user of the ISDS shall be required to connect to the Plant within one (1) year of notification from the District to the user that such connection is required. 8. Amended Service Plan. On February 5, 1999, the District submitted to Garfield County an Amended Service Plan for the expanded wastewater treatment service to be provided by the District, which was approved by the Garfield County Board of Commissioners on April 26, 1999. The respective obligations of the District and the Funding Landowners concerning the costs and preparation of the Amended Service Plan are further described in the Initial Funding Agreements. The parties agree that the District shall be permitted, after consultation with the Funding Landowners, to make the sole decision regarding the ultimate size and extent of any revisions to the District boundaries or service area, so long as such revisions do not cause the Funding Landowners to be obligated to the District for any additional dollar amounts pursuant to this Agreement, and do not result in the exclusion of the Service Property of any of the Funding Landowners. F: \ I999W greements�SVSD-Development-Agmt-Final-3.wpd -5- 9. Site Application. Plant Design and Construction Inspection Responsibility. The District shall prepare and submit for approval a Site Application to the CDPHE pursuant to Colo. Rev. Stat. § 25-8-702 for the Plant. The parties agree that the Plant shall be designed by a qnalified engineering firm selected at the sole discretion of the District ("District Engineer"), with input from the Funding Landowner Representative as described in paragraph 17, below. The Plant shall be located at the site of the Existing Treatment System. The Plant is intended to be designed as a tertiary treatment plant capable of handling the maximum estimated capacity needs of the District, currently estimated to be 500,000 gallons per day, and to be constructed in a single phase; however, the parties agree that the District may determine to construct a tertiary treatment plant of a capacity less than or greater than 500,000 gallons per day, if economic or other practical considerations so dictate. The District shall maintain absolute discretion, after consultation with the Funding Landowners, to design and construct a phased facility or to change the capacity of the Plant if circumstances so require, so long as the capacity needs of the Landowners are satisfied. The Site Application also will propose the facilities required for the transportation of the treated effluent from the Plant to an outfall point located in the Spring Valley Drainage on the Berkeley or SVD Service Property. The exact location shall be determined by mutual agreement of the parties, approval of which shall not be unreasonably withheld or delayed. The parties agree to cooperate and proceed in good faith to complete and submit to CDPHE the Site Application as contemplated herein. The District Engineer shall provide full engineering services, including design services, assistance during bidding, and construction management, inspection and observation. The District Engineer and the District shall agree, after consultation with the Funding Landowners, upon a maximum cost for such services. During the period of construction, such services may include full-time on-site representation by the District Engineer. 10. Landowner Use of Effluent. The Landowners shall have the right to receive, without cost therefor, from the District the tertiary treated effluent from the Plant attributable to the wastewater generated by use on their respective properties. To the extent reasonably economically possible, the District will treat the effluent to meet State of Colorado Water Quality Control Division policies for slow -rate land application of treated wastewater in effect on the date of execution of this Agreement. The applicable limits shall be determined under the State policy for "Reclaimed water used for green -belt and other secondary contact areas"; provided, however, the District shall treat the effluent to ensure that total coliform organisms do not exceed a seven-day median number of 2.2 coliforms per 100 ml and a maximum concentration of 23 coliforms per 100 ml in any individual sample. The District will not be required to treat the effluent to meet any current or future state policy discharge limits for turbidity (NTU). The effluent will be delivered along the outfall line to one or more discharge points along the Spring Valley drainage. Each Landowner shall be responsible for delivery of its treated effluent from the discharge point(s) along the outfall line to its respective place of use on the Service Area property, including but not limited to the cost of: (1) delivery line construction and maintenance; and (2) installation, operation and maintenance of any necessary pumps and meters. The Landowners may use such effluent for agricultural purposes, irrigation of golf courses, open space, or lawns and gardens within the District's Service Area if appropriate governmental approvals and/or water rights, if required, for such uses are obtained by the Landowners at the Landowners' sole expense. Any Landowner shall have the right to F:\1999\ Agreements \SVSD -Development-Agent-Final-3.wpd -6- tap directly onto the District's outfall line to transport the treated effluent from the outfall line to the Landowner's property; provided however, that such Landowner shall be responsible for, and incur all costs associated with, any necessary site approval required by the State of Colorado. The District agrees to cooperate with any Landowner in its efforts to receive site approval for land application of treated effluent if required for the Landowner's direct connection to the outfall line. Additional treated effluent generated by the Plant or treated effluent not requested by the Landowners entitled to it shall annually be offered, without cost therefor, for use pro rata by any of the Landowners who have notified the District of their desire to use such additional amounts. The Landowners' respective rights to the use of effluent under this paragraph may be assigned, leased, or conveyed, provided such assignment, lease or conveyance is only to a successor development interest, a homeowner's association formed for homeowners within the District's Service Area, an entity formed to operate golf courses or manage irrigation within the District's Service Area, or to one or more Landowners. 11. Easements. The Landowners, if requested by the District, shall dedicate for no additional consideration non-exclusive easements for all facilities, including access and temporary construction easements, associated with construction, operation, maintenance, repair and replacement of the Plant, including but not limited to easements for collection lines, outfall lines, lift stations, drainage, and for delivery of reusable effluent to the Landowners. The locations of such easements shall be determined by mutual agreement between the District and each individual Landowner, approval of which shall not be unreasonably withheld or delayed. Such easements shall be for the benefit of the District and other users of the Plant, if necessary. The Landowners shall dedicate such easements to the District, free and clear of all liens and encumbrances which would interfere, as determined by the District, with the District's use of the easements. All easements to be dedicated shall be general utility easements of width reasonably determined by the District. Further, the Landowners agree to dedicate other necessary easements for access or completion of work on the Service Property and for future expansion of District services to the Service Property as may be determined reasonably necessary by the District. The Landowners shall further dedicate for no additional consideration additional easements for sewer collection lines and appurtenant facilities as required and approved by the District across the Landowners' Service Property to serve the Landowners' Service Property. All such easements shall be determined and dedicated as needed by the District for Plant construction and for internal collection lines. The parties agree that any easements dedicated under this paragraph may be relocated upon request to the District by a Landowner, provided such relocation shall not result in any cost to the District or any user of the Plant. The District will cooperate with the Landowners in connection with its utilization of such easements so as to minimize interference with the Landowners' development activities. 12. Easements to be Acquired by Eminent Domain. The District and the Landowners agree that the District shall exercise its lawful rights to condemn non-exclusive easements across property not within the Service Area under the following circumstances: A. The District shall condemn, if necessary, any easements across property not within the Service Area which are required for Plant construction, including but not limited to construction of Plant facilities, temporary construction easements, F:\1999W greementsZVSD-Development-Agent-Final-3.wpd -7- access easements, and easements for collection lines, outfall lines, lift stations, and drainage. The cost of such eminent domain proceedings shall be deemed part of the Plant Project Cost as identified in paragraph 16, below. B. The District shall condemn, at the request of any Landowner, any easements across property not within the Service Area which are required to deliver treated effluent to such Landowner under the provisions of paragraph 10, above. The cost of such eminent domain proceedings shall be deemed a cost associated with delivery of the treated effluent from the outfall line to the Landowner's Service Area Property, which is solely attributable to the requesting Landowner. 13. Land Use Review. In any land use approval process, the District agrees to confirm to Garfield County the availability of wastewater treatment service to the Service Property consistent with and pursuant to the terms of this Agreement, and any other related agreements. 14. Schedule. The District Engineer and the Funding Landowners have established a master schedule, which outlines each of the major tasks to be accomplished by each of the parties and the time contemplated for each activity. A copy of the master schedule is attached hereto as Exhibit C and incorporated herein by this reference. The parties agree that time is of the essence in this Agreement and the parties agree to cooperate and exercise their best efforts to comply with the master schedule. So long as the District is proceeding in a workmanlike manner and using its good faith best efforts, it shall not be liable for failure to comply with the master schedule; the parties recognize that the master schedule reflects an aggressive time frame at the request of the Funding Landowners. In addition, the District Engineer shall provide detailed schedules indicating planned and actual progress for each of the design activities contemplated. The District shall cause such detailed design schedules to be completed by the District Engineer and updated monthly as required with actual progress indicated. Copies shall be provided on a monthly basis by the District Engineer to the Board and the Funding Landowners. 15. Plant Project Budget. The District Engineer has established a budget for Plant construction ("Plant Project Budget"). The actual cost of all items contained in the Plant Project Budget shall be designated the "Plant Project Cost." The Plant Project Budget shall include the following: A. All costs incurred or services provided by the District for the Landowners' benefit associated with the inclusion of the Service Property within the District boundaries, preparation and approval of the service plan amendment and site application, preparation of this Agreement, and any other costs addressed in the Initial Funding Agreements, including but not limited to engineering, legal, filing or recording fees and related expenses or costs. Such costs shall include all actual costs incurred by the District and reimbursed by the Funding Landowners under the Initial Funding Agreements, and $23,000 of the funds expended by CMC in conjunction with the District's 1996 secondary wastewater treatment F: \ 1999\A g reemettts\S V SD -Development -A gm -Final -3. wpd -8- facility expansion, as such contribution has reduced the costs of Plant approval, design, and construction by that amount. B. All costs incurred for acquisition of easements or real property necessary for construction of the Plant, other than those provided pursuant to paragraph 11 above. C. All costs incurred for payment of development, design, engineering, construction, construction management, construction observation and inspection, final Plant testing, and commissioning of the Plant. A copy of the Plant Project Budget is attached hereto as Exhibit D and incorporated herein by this reference. The District Board shall review and modify, if necessary, the Plant Project Budget after consultation with the District Engineer and the Funding Landowners following: (1) CDPHE approval of the Site Application for the Plant ("Site Approval Deadline"); (2) the possible addition of necessary treatment processes, including but not limited to required construction of winter storage reservoirs for land application of treated effluent; and (3) identification of the lowest responsible bidder for construction of the Plant as described in paragraph 17, below. The District Board may, at any other time, modify the Plant Project Budget after consultation with the District Engineer and the Funding Landowners. The parties agree that under the terms of this paragraph, the District Board shall have absolute discretion to modify the Plant Project Budget, after consultation with the District Engineer and the Funding Landowners, provided the Construction Cost per EQR, as identified in paragraph 20.B., below, does not exceed $3,400. In the event the District Board's modification of the Plant Project Budget results in a Construction Cost per EQR exceeding $3,400, such modification shall require unanimous approval from the Funding Landowners. In the event the District Board's modification of the Plant Project Budget results in a Construction Cost per EQR exceeding $3,400 and the modification does not receive unanimous approval from the Funding Landowners, the District Board may terminate construction of the Plant. The parties further agree that if the District Board terminates construction of the Plant following Funding Landowner denial of a Plant Project Budget modification, the District and the Funding Landowners shall enter, into good faith negotiations to establish a mutually acceptable Plant Project Budget and complete construction of the Plant. If mutual agreement is not reached for the completion of Plant construction and the District elects to terminate construction of the Plant under this paragraph, such termination of construction shall not be deemed a breach of this Agreement by the District, nor shall the District be liable for any damages incurred by any or all of the Landowners as a result of the District's actions. The Plant Project Budget shall be deemed final upon award of the Plant construction bid under paragraph 17 below. In the event the District and the Funding Landowners establish a mutually acceptable Plant Project Budget which results in a Construction Cost per EQR exceeding $3,400, the District shall resume construction of the Plant in a timely manner. If one or more Funding Landowners elects not to provide its respective funding amount under the terms of the revised F: \ I999\Agreements SVSD-Development-Agmt-Fuel-3. wpd -9- Plant Project Budget, such Funding Landowner(s) shall be designated a Partial Funding Landowner for purposes of this Agreement. A Partial Fending Landowner shall not be deemed in breach of this Agreement for failure to pay its pro rata share under the revised Plant Project Budget. A Partial Funding Landowner shall, however, forfeit the right to utilize any taps for its Requested EQRs under paragraph 19, Table B, above, until the Partial Funding Landowner provides payment of its entire funding amount under the terms of the revised Plant Project Budget to the District, together with interest earned thereon in the amount of twelve percent (12%) per annum, compounded annually. In the event the Partial Funding Landowner fails to make payment of the entire funding amount, with interest, to the District within ten (10) years of commencement of Plant operation, such Partial Funding Landowner shall forfeit all claims for use of its requested taps and shall waive any right or claim for reimbursement or credit for sums provided to the District under this Agreement or the Initial Funding Agreements. The Partial Funding Landowner shall be precluded from purchasing unallocated taps from the District prior to payment of the entire funding amount, with interest; provided, however, such Partial Funding Landowner may purchase unallocated taps following expiration of the ten (10) year period identified above. Upon receipt of payment from the Partial Funding Landowner, the District shall reimburse the appropriate Funding Landowner(s) for their contributions to the Plant Project Budget in excess of their Funding Amounts, plus interest collected on such sums. 16. plant Design Process. By December 15, 1999, the Funding Landowners shall provide the District with a final request for EQR capacity in the Plant, and the District Engineer shall then prepare a Plant design for review by the Board and the Funding Landowners. Upon review of the Plant design by the Funding Landowners, any Funding Landowner may present evidence to the Board of an alternative plant design or cost estimate which will result in a cost reduction exceeding ten percent (10%). The Board shall consider such evidence prior to acceptance of the District Engineer's Plant design. The parties agree that any Funding Landowner may approach the Board with a request for further modification of its EQR request for capacity in the Plant, and the Board, in its reasonable discretion, may approve, approve with conditions, or deny the Funding Landowner request, provided such request does not result in any additional cost to the District or the remaining Landowners, or an unreasonable delay in completion of the Plant construction. The District Engineer shall design the Plant to comply with any condition of approval of the Site Application and applicable federal, state and local environmental and design standards at the most efficient and practicable overall capital construction, operations, and maintenance cost. The District Engineer shall submit design progress reports to the District and the Funding Landowners as are customary in the industry at 30%, 65%, and 95% completion, and shall include in each progress report an update or review of the expected Plant cost. The Funding Landowners shall have ten (10) days after receipt of each submittal to provide any comments or concerns regarding the design of the Plant to the District Engineer and the District Board. The comments of the Funding Landowners shall be considered by the District but need not be implemented by the District. In the event a submittal contains a District Engineer conclusion that the Plant Project Budget will be exceeded, the District Engineer shall utilize his best efforts to re -design or make such other changes as may be required to cause the estimate of probable construction costs to be within the Plant Project Budget. The final design documentation shall F:\1999 Agreemen[s1SVSD-Developmem-Agmt-Final-3.wpd -10- be prepared for public bidding and shall include complete construction documents consisting of drawings and specifications prepared in the form of a project manual. 17. Plant Construction Process. Upon approval by the Board in its sole discretion and approval by CDPHE of the final plans and specifications of the Plant, the project shall be publicly bid for immediate construction in accordance with Colorado statutes and shall be awarded to the lowest responsible bidder as may be determined in the sole discretion of the Board after consideration of the recommendations of the District Engineer and the Landowners. Upon receipt of all applicable permits by Garfield County, approval by CDPHE of the site application and final plans and specifications for the new Plant pursuant to Colo. Rev. Stat. §25-8-702, award of the construction contract, and receipt of financial guarantees from the Funding Landowners as identified in paragraph 18, below, the District shall commence construction of the Plant. The Plant shall be constructed by the District under the supervision of the District Engineer. The construction shall be observed by a representative designated by the Funding Landowners ("Funding Landowner Representative"). Changes to the construction documents during the course of construction shall be forwarded promptly to the District Board and the Funding Landowner Representative with the comments of the District Engineer. 18. Payment of Plant Project Costs. The Plant Project Cost shall be the several responsibility of the Funding Landowners, subject to the cost recovery provisions of paragraph 23 below. By December 15, 1999, each Funding Landowner shall provide the District with an acceptable financial guarantee for five percent (5 %) of its Funding Amount, as identified in paragraph 19, Table B, below. Within thirty (30) days following the Site Approval Deadline, each Funding Landowner shall provide the District with a financial guarantee for an additional five percent (5 %) of its Funding Amount, as identified in paragraph 19, Table B, below. The financial guarantees shall be in the form of a reserve fund or a clean irrevocable letter of credit in a form and from a financial institution acceptable to the District, not limited to a Colorado financial institution. In the event a Funding Landowner provides a clean irrevocable letter of credit from a financial institution outside Colorado, the District may, in its sole discretion require the Funding Landowner to provide either (1) a legal opinion letter verifying that the state laws of the financial institution do not impair the District's ability to draw on such letter of credit under the terms of this Agreement; or (2) confirmation by a bank licensed to do business in the State of Colorado, doing business in the State of Colorado, and acceptable to the District which is deemed a "Confirmer" as that term is defined in Colo. Rev Stat. §4-5- 102(a)(4), and subject to the obligations contained in Colo. Rev Stat. §4-5-107(a). The Funding Landowner financial guarantees and monies provided shall be non-refundable and non -creditable for future service requests in the event of Funding Landowner withdrawal or termination for breach under paragraph 27, below. Within twenty (20) days following the District's identification of the lowest responsible bid for construction of the Plant and prior to awarding the construction contract, each Funding Landowner shall provide the District with an acceptable financial guarantee for its Funding Amount, as identified in paragraph 19, Table B, below, less the deposits described above and any sums contributed under the Funding Landowners' respective Initial Funding Agreements. F:\ 1999\Agreements\S VSD-Development-Agmt-Final-3.wpd -11- CMC's funding amount shall be further reduced by $23,000, as identified in paragraph 15 above. The acceptable financial guarantees shall be in the form of a reserve fund or clean irrevocable letter of credit in a form and from a financial institution reasonably acceptable to the District, not limited to a Colorado financial institution. In the event a Funding Landowner provides a clean irrevocable letter of credit from a financial institution outside Colorado, the District may, in its sole discretion require the Funding Landowner to provide either (1) a legal opinion letter verifying that the state laws of the financial institution do not impair the District's ability to draw on such letter of credit under the terms of this Agreement; or (2) confirmation by a bank licensed to do business in the State of Colorado, doing business in the State of Colorado, and acceptable to the District which is deemed a "Confirmer" as that term is defined in Colo. Rev Stat. §4-5-102(a)(4), and subject to the obligations contained in Colo. Rev Stat. §4-5-107(a). The Funding Landowner financial guarantees and monies provided shall be non- refundable and non -creditable for future service requests in the event of Funding Landowner withdrawal or termination for breach under paragraph 27, below. Each Funding Landowner's share of the Plant Project Costs shall be paid monthly within twenty (20) days of mailing from the District to the Funding Landowners of itemized billings and the Contractor's summary invoice. Each Funding Landowner shall have the right to reduce the amount of its respective financial guarantee by actual invoiced amounts paid to the District under this paragraph, approval of which shall not be unreasonably withheld by the District. If a Funding Landowner elects to establish a reserve fund for payment of its share of the Plant Project Costs, the District will draw upon such reserve fund within twenty (20) days of the date of mailing. In the event amounts billed to the Funding Landowners under this paragraph remain unpaid twenty (20) days after the date they are billed, the District may declare the appropriate Funding Landowner in default and assess a five percent (5%) penalty on such overdue amounts. Provided that the Funding Landowners comply with their funding obligations pursuant to this Agreement, the District agrees that the construction of the Plant will be completed without the imposition of any mechanic's liens on any portion of the Service Property of the complying Funding Landowners. If a mechanic's lien is imposed on said portion of the Service Property, the District will remove it, either through payment of the underlying obligation or bonding, within ten (10) days of receipt of notice of the imposition of such lien. 19. Funding Landowners' Allocation of Plant Project Costs, The Funding Landowners' allocation of Plant Project Costs shall be determined according to the provisions of this paragraph, which are expressly contingent upon a maximum Construction Cost per EQR, as defined in paragraph B below, of $3,400 and a corresponding maximum Funding Landowner Cost per EQR, as defined in paragraph H below, of $4,000. In the event modifications to the Plant Project Budget result in a Construction Cost per EQR exceeding $3,400 or a Funding Landowner Cost per EQR exceeding $4,000, the District Board shall retain the right to modify the cost obligations identified in Tables A and B below, subject to the approval of the Funding Landowners. The estimated figures in paragraphs A through I of this paragraph are based upon the data contained in Tables A and B, are provided by way of example and do not represent a final calculation of the Funding Landowners' Allocation of Plant Project Costs. The actual F: \ 1999\A g reements\ S VSD-Development-Agnt-Final-3. wpd -12- Funding Amounts will be based on the Plant Project Budget, as amended from time to time, and on the EQR requests made by December 15, 1999. A. The capacity of the Plant, as measured in gallons per day, shall be divided by 350 to determine the initial EQR capacity available in the Plant ("Plant EQR Capacity"). The estimated Plant capacity is 500,000 gallons per day, resulting in an initial Plant EQR Capacity of 1429 EQRs. B. The Plant Project Budget shall be divided by the Plant EQR Capacity to determine the Plant construction cost per EQR ("Construction Cost per EQR"). The estimated Plant Project budget, $4,510,000, divided by the estimated Plant EQR Capacity of 1429 EQRs, results in an estimated Construction Cost per EQR of $3,156. C. Existing user contributions for the Plant Project Costs are identified in Table A, below. Table A identifies the existing in -District and contract users, including the Los Amigos Ranch lot owners within the District who currently receive or are entitled to receive District service ("In -District Users"), Auburn Ridge, Pinon Pines, and 51 of CMC's EQRs. The EQR allocation for such users is identified in the EQR column of Table A. The Construction Cost per EQR multiplied by the EQR allocation results in the respective Contribution Amount for each existing user in Table A. The District Board has determined that the Construction Cost per EQR for In -District Users identified in Table A shall be fifty percent (50%) of the Construction Cost per EQR for other users as established in paragraph B above. The remaining fifty percent (50%) of the Construction Cost for the In -District Users shall be designated the "In -District Shortfall." The estimated In -District Shortfall is $77,322 ($3,156/EQR multiplied by .5 multiplied by 49 EQR = $77,322). D. The Funding Landowners have preliminarily requested EQR capacity in the Plant as identified in the Requested EQR column of Table B, below. The final request for EQR capacity shall be made as specified in paragraph 16 above. The Funding Landowner funding percentage is calculated by dividing the individual Funding Landowner Requested EQR by the total Funding Landowner Requested EQR ("Funding Percentage"). The Funding Percentage is identified in Table B, below. E. The unallocated EQR capacity of the Plant is determined by subtracting the sum of the Existing User EQRs, as identified in Table A, below, and the Funding Landowner Requested EQRs, as identified in Table B, below, from the Plant EQR Capacity ("Unallocated Capacity"). The initial Unallocated Capacity is 164.5 EQRs (1,429 - (175.5 + 1,089) = 164 EQRs) . F. Each Funding Landowner shall be responsible for its proportional share of the cost of the Unallocated Capacity. The cost per EQR of the Unallocated Capacity F: \ 19991A greemertAS VSD-Developrreat-Agent-Final-3. wpd -13- is determined by dividing the product of the Unallocated Capacity and the Construction Cost per EQR by the total Funding Landowner Requested EQRs, as identified in Table B, below. The estimated cost per EQR of the Unallocated Capacity ("Unallocated Subsidy") is $477 (164.5 EQRs multiplied by $3,156/EQR divided by 1,089 EQRS = $477/EQR). G. The Funding Landowners shall be responsible for their proportional share of the In -District Shortfall. The cost per EQR of such obligation shall be calculated by dividing the In -District Shortfall by the total Funding Landowner Requested EQRs, as identified in Table B, below. The estimated cost per EQR of the In - District Shortfall ("In -District Subsidy") is $71 ($77,322 divided by 1,089 EQR = $71/EQR). H. The Funding Landowner Cost per EQR, identified in Table B, below, is the sum of the Construction Cost per EQR, the Unallocated Subsidy, and the In -District Subsidy. The estimated Funding Landowner Cost per EQR is $3,704 ($3,156/EQR + $477/EQR +$71/EQR = $3,704/EQR). 1. The Funding Landowner's respective Funding Amount, as identified in Table B, below, is the product of the Funding Landowner Requested EQRs and the Funding Landowner Cost per EQR. TABLE A Existing User EQR Construction Cost per EQR Contribution Amount In -District Users 49 $1,578 $77,322 Auburn Ridge 29.5 $3,156 $93,102 CMC 51 $3,156 $160,956 Pinon Pines 46 $3,156 $145,146 Total 175.5 --- $476,526 F: \ 1999\A greenrnt \SVSD-Development-Agmt-Final-3. wpd -14- TABLE B Funding Landowner Requested EQR Funding Percentage Cost per EQR (1) Funding Amount Spring Valley Development, Inc. 646 59.3 $3,704 $2,392,784 Berkeley Family Limited Partnership 112 10.3 $3,704 $414,848 Colorado Mountain College 61 5.6 $3,704 $225,944 Los Amigos Ranch Partnership 270 24.8 $3,704 $1,000,080 1 Total 1,089 100.0 --- $4,033,656 (1) Funding Landowner Cost per EQR calculated as follows: Construction Cost per EQR (Plant Project Budget divided by 1429 EQRs) $3,156 Unallocated Subsidy (164.5 EQRs multiplied by Construction Cost per EQR divided by 1089 Funding EQRs) $477 In -District Subsidy (In -District Shortfall divided by 1089 Funding EORs) $71 Total $3,704 The parties agree that the District shall timely apply for a revenue -based loan from the Colorado Water Resources and Power Development Authority ("Water and Power") prior to commencement of Plant construction to finance the contribution amounts for the In -District Users, Auburn Ridge, and Pinon Pines under this paragraph. The District agrees it will utilize its best efforts to secure a revenue -based loan for such contribution amounts from Water and Power, which will be repaid from District revenues. The District shall impose a Surcharge on the In -District Users, Auburn Ridge, and Pinon Pines which additional revenue shall be used for debt service on the loan; provided, however, the District agrees it shall not impose a Surcharge exceeding ten dollars ($10) per EQR for the In -District Users and twenty dollars ($20) per EQR for Auburn Ridge and Pinon Pines. In the event the District is unsuccessful in obtaining financing from Water and Power, the Funding Landowners shall be responsible for providing such financing on terms and conditions equivalent to those normally provided by Water and Power. Any payments made by the Funding Landowners for existing user financing under this paragraph shall be subject to the cost recovery provisions of paragraph 23 below. The parties agree the data contained in Tables A and B reflect a Plant Project Budget of $4,510,000 with surface stream discharges into the Spring Valley drainage, including Red Canyon. Any subsequent modifications to the Plant Project Budget, EQR requests or financing amounts in Tables A and B, above, shall result in an appropriate recalculation of the Landowners' pro rata payment obligations under this paragraph. In the event modification is required, the District shall recalculate the data contained in Tables A and B, above, and a copy of such Tables shall be incorporated into this Agreement. Tables A and B shall be recalculated after the completion of Plant construction to reflect the actual construction costs. F: \1999\AgreemenuNSVSD-Develop[nein-Agmt-Futai-3.wpd -15- 20. TapAllocation and Tap Fees. For purposes of this Agreement, a Tap refers to the right to one EQR, to be defined in the District's Rules and Regulations. Except as provided in paragraph 22 below, upon inclusion of its Service Property within the District, each Funding Landowner shall have the right to use, on its Service Property, the number of new Taps equivalent to its EQR request identified in Paragraph 19, Table B, above. The District shall establish Tap Fees for each EQR of capacity in the District Plant upon award of the construction contract under paragraph 17 above; provided, however, the District may establish such Tap Fees prior to award of the construction contract if necessary for the sale of lots by one or more Funding Landowners. Tap fees shall be modified as necessary after the completion of Plant construction and payment of all associated costs to adjust the calculations described below based on the actual construction costs. The District shall establish a Tap Fee for purchasers of Taps located on the Service Property ("Service Property Tap Fee") and a Tap Fee for all remaining purchasers of Taps, including but not limited to purchasers of unallocated plant capacity and purchasers of taps located on property owned by any entity not a party to this Agreement ("Unallocated Tap Fee"). The Tap Fees shall be calculated as follows: A. Service Property Tap Fees 1. The Funding Landowner Cost per EQR, as identified in paragraph 19, Table B, above, shall be the base cost of the Service Property Tap Fee ("Base Cost"), which is subject to the cost recovery provisions of paragraph 23 below. 2. The Base Cost shall be increased annually at the rate of five percent (5%) simple interest of the initial Base Cost. 3. The Base Cost shall be multiplied by .10 to establish a District reserve fee to fund District operations and reserve ("District Reserve Fee"). The District Reserve Fee shall not be subject to the cost recovery provisions of paragraph 23 below. 4. The sum of the Base Cost and the District Reserve Fee shall be the Service Property Tap Fee. For purposes of example only, the Year 1 Service Property Tap Fee, based upon a Plant Project Budget of $4,510,000 with surface stream discharge into Landis Creek is as follows: Funding Landowner Cost per EQR $3,702 District Reserve Fee $370 Total Tap Fee $4,072 B. Unallocated Tap Fees F: \ 1999\AgreementsZVSD-Developmem-Agmt-Fina1.3.wpd -16- Unallocated Tap Fees shall be established by the District Board; provided, however, the Board shall establish such Unallocated Tap Fee at no less than 1.5 and at no greater than 2 0 times the then -existing Service Property Tap Fee. The District Reserve Fee shall be ten percent (10%) of the Unallocated Tap Fee. 21. Landowner Tap Allocation Modifications. Following completion of construction of the Plant, the Funding Landowners may transfer Tap allocations among themselves pursuant to the terms and conditions of this paragraph upon thirty (30) days notice to the District Board. Following completion of construction of the Plant, any Landowner may request the District modify its Tap allocation requested in Tables A and B of paragraph 19 of this Agreement. In the event a Landowner requests an increase in Tap allocation, the request shall be granted by the District Board on a first-come, first-served basis, to the extent unallocated Plant capacity remains as determined by the District Engineer, provided such Landowner shall be required to pay the Unallocated Tap Fee identified in paragraph 20.B., above. In the event a Landowner requests a decrease in Tap allocation, the request shall be granted by the District; provided, however, the District shall not sell such Taps prior to use of the District's entire Unallocated Taps, nor shall the District sell such Taps prior to use of any other Landowner's Tap allocation already returned to the District under the provisions of this paragraph. Any Taps returned to the District by a Funding Landowner shall be sold at the Unallocated Tap Fee rate. The Funding Landowner shall receive cost recovery for the full amount collected by the District less the District Reserve Fee, following sale of a returned Tap; provided, however, such cost recovery is subject to the cost recovery limitations of paragraph 24, below. 22. Spring Valley Development 35 Acre Property Tap Allocation. SVD may request up to eighty-three (83) additional EQRs over and above the number required for its Service Property. Such EQRs shall be for the purpose of servicing, if required, 35 acre parcels on property to be a part of SVD's development in the Spring Valley area as more particularly described in Exhibit E, attached hereto and incorporated herein by this reference (the "35 Acre Property"). If such additional EQRs are requested by SVD and SVD provides funding for construction of the Plant based on the inclusion of such EQRs in its EQR request in Table B, the District shall provide wastewater treatment service to the 35 Acre Property. By acknowledging this obligation to serve the 35 Acre Property, the District is not stating whether inclusion of the 35 Acre Property into the District will be required or accepted, nor is the District acknowledging any obligation to accept a dedication of the wastewater collection and trunk lines in the 35 Acre Property. If the 35 Acre Property is included within the District boundaries, the District is not required to accept a dedication of the wastewater collection lines located on the 35 Acre Property; however, if dedication of the collection lines is not accepted by the District, service charges to the 35 Acre Property shall not exceed those established for other properties within the District's boundaries. If the 35 Acre Property is not included within the District boundaries, service charges to the 35 Acre Property shall be no more than 150% of the service charges to other users of the Plant. Tap Fees for the 35 Acre Property shall be the Service Property Tap Fee as described in paragraph 20.A., above. The use of ISDS on the 35 Acre Property shall not be subject to the connection requirement described in paragraph 7, above. F: \ 19991AgreementAS VSD -Development -Agent -Final -3. wpd -17- 23. Cost Recovery. The District shall reimburse the Plant Project Cost to the Funding Landowners by providing a rebate upon collection of Tap Fees by the District according to the following formulas: A. Cost Recovery from Service Property Tap Fees 1. The District Reserve Fee shall be retained by the District. 2. The Construction Cost per EQR portion of each Service Property Tap Fee collected by the District shall be placed in a Construction Fee cost recovery interest-bearing escrow account, and all such fees and interest earned thereon shall be reimbursed quarterly to the Funding Landowner from whose Service Property the Tap is sold. 3. Any remaining Service Property Tap Fee amounts collected by the District under paragraph 20.A., above, shall be placed in a Subsidy cost recovery interest-bearing escrow account, and all such fees and interest earned thereon shall be reimbursed quarterly to the Funding Landowners, based upon their Funding Percentage identified in Paragraph 19, Table B, above. B. Cost Recovery from Unallocated Tap Fees 1. The District Reserve Fee shall be retained by the District. 2. The remaining Unallocated Tap Fee amount collected by the District shall be placed in the Subsidy cost recovery interest-bearing escrow account, and all such fees and interest earned thereon shall be quarterly reimbursed to the Funding Landowners, based upon their Funding Percentage identified in Paragraph 19, Table B, above. In the event the Funding Landowners are required to provide financing for the In -District Users, Auburn Ridge, and Pinon Pines under paragraph 19 above, all Surcharge payments as described in paragraph 19 above received by the District from the In -District Users, Auburn Ridge, and Pinon Pines shall be placed in the Subsidy cost recovery interest-bearing escrow account, and all such fees and interest collected thereon shall be quarterly reimbursed to the Funding Landowners, based upon their Funding Percentage identified in Paragraph 19, Table B above, and subject to the cost recovery limitations identified in paragraph 24 below. 24. Cost Recovery Limitation. The Funding Landowners agree that cost recovery under the provisions of this Agreement shall be solely from District revenues, and any Funding Landowner cost recovery rights shall not be deemed a debt repayment obligation by the District. Further, the Funding Landowners agree that the District's cost recovery obligation shall not exceed disbursement of funds placed in the cost recovery escrow accounts; however, the District F1\ 1999\A g reertxnts\S V S D -Development -A gmt-Final-3 . wpd -18- may, in its sole discretion, elect to provide cost recovery from alternative funding sources. Each Funding Landowner's right to cost recovery shall terminate upon the occurrence of any of the following events, whichever is earliest: A. Recovery of the Funding Landowner's actual costs expended for construction of the Plant (including any amounts provided to finance the In -District Users, Auburn Ridge, and Pinon Pines), plus five percent (5%) interest earned on the unrecovered sum, compounded annually; or B. Recovery of the Funding Landowner's actual costs expended for construction of the Plant (including any amounts provided to finance the In -District Users, Auburn Ridge, and Pinon Pines), plus interest earned on the unrecovered sum totaling two hundred percent (200%) of the Funding Landowner's actual costs expended for construction of the Plant; or C. The expiration of the twenty-fifth (25th) full year of Plant operation, such Plant operation to commence upon the date following completion of Plant construction. 25. Operation of the Plant. The District shall be solely responsible for operation of the Plant. The Landowners agree that each Funding Landowner shall pay to the District a quarterly Operational Reserve Fee for each unsold Tap identified in Paragraph 19, Table B, above, under the terms and conditions herein. Subject to the provisions of paragraph 35 below, the Operational Reserve Fee shall constitute a perpetual lien on and against each Funding Landowner's Service Property under Colo. Rev. Stat. § 32-1-1001(1)(j). The District Board, in its sole discretion, may modify the Operational Reserve Fee on a quarterly basis, provided such fee shall not exceed $16.00 per unsold Tap per quarter. The Funding Landowners shall pay the Operational Reserve Fee to the District in quarterly installments commencing the year of initial Plant operation. In consideration of the Funding Landowners' agreement to pay the Operational Reserve Fee, the District agrees to establish and utilize the following minimum assessments to ensure revenue generation for operations, maintenance, repair and replacement of the Plant: A. Service Charges for private Tap owners connected to the District Plant shall be assessed at a minimum of $24.00 per month; and B. Service Charges for private Tap owners who have not yet connected to the District Plant shall be assessed at a minimum of $6.00 per month; and C. The District's mill levy shall be a minimum of four (4) mils; provided, however, that the District may reduce the mill levy below four (4) mils to comply with Colorado state law and/or to preserve the District's ability to operate as an Enterprise, as that term is defined under the Colorado Constitution, Taxpayers' Bill of Rights ("TABOR"). The District shall not reduce its mill levy any more than necessary to comply with the provisions of this paragraph C. If a mill levy reduction is required pursuant to this paragraph, such reduction shall, if legally F: \1999\Agreements \SV SD-Development-Agent-Final-3.wpd -19- permissible, be effectuated pursuant to C.R.S. § 39-1-111.5, such that subsequent increases in the mill levy contemplated herein shall not require voter approval. The parties agree that all Operational Reserve Fee amounts collected from the Funding Landowners sha 1 be used exclusively for any operational and maintenance shortfall or extraordinary repair or replacement associated with the Plant. The parties further agree that such obligation is a contractual agreement between the District and the Funding Landowners, and any Operational Reserve Fee payments shall not be deemed availability of service fees or standby fees under the provisions of Colo. Rev. Stat § 32-1-1006. The District agrees it shall maintain an interest-bearing reserve account containing all Operational Reserve Fee amounts, which will be utilized only upon exhaustion of service fees, standby fees, mill levy revenues, PILT (payment in lieu of taxes) payments provided for in Exhibit F hereto, and District Reserve Fees collected by the District. In the event the Operational Reserve Fee reserve account exceeds $150,000, the District shall suspend assessment of Operational Reserve Fees upon the Funding Landowners until such time as the reserve account balance is less than $150,000. In the event the District does not require a draw from the Operational Reserve Fee reserve account for any consecutive thirty-six (36) month period, any further Operational Reserve Fee obligations by the Funding Landowners shall terminate, and the reserve account funds shall be available for discretionary use by the District. The parties agree that the minimum assessment obligations by the District identified in paragraphs A -C above shall terminate at such time that the Funding Landowners are no longer obligated to contribute Operational Reserve Fee amounts under this paragraph. 26. Notification of District Business. From and after the effective date of this Agreement as provided in paragraph 31 below, the District shall provide to each Funding Landowner, at the address provided in paragraph 30, below, notice of all District Board of Directors meetings and copies of all non -privileged materials provided to any member of the District Board of Directors. 27. Withdrawal and Termination. Any Funding Landowner may elect to withdraw from this Agreement prior to inclusion within the District and fulfillment of the Plant Project Cost financial guarantee obligations under paragraph 18 above. In the event of withdrawal, such Funding Landowner shall have no right or claim for reimbursement or credit for costs or financial guarantees provided to the District pursuant to this Agreement or the Initial Funding Agreements. Upon such withdrawal, the remaining parties may elect to continue to operate under the terms and conditions of this Agreement with a readjustment of the pro rata capital contribution obligations and cost recovery rights of the remaining Landowners. This Agreement may be terminated by mutual agreement of all parties who have not previously withdrawn upon ten (10) days notice for any reason; provided, however each Landowner shall be responsible for its share of all costs incurred. In the event the parties agree to terminate this Agreement following failure to approve a mutually acceptable Plant Project Budget under the provisions of paragraph 15, above, such F:\I999 Agrcements\SVSD-Development-Agmt-Final-3.wpd -20- termination shall not be construed as a breach by the District or the Funding Landowners, and no party shall incur liability for failure to complete construction of the Plant. 28. $reach by District: Landowners' Remedies. In the event of a breach of any of the material terms and conditions of this Agreement by the District, the parties agree that the rights acquired by the Landowners under this Agreement are such that the failure of the District to perform its obligations hereunder would cause irreparable harm to the Landowners and there may be no adequate remedy at law. The parties therefore agree that , in addition to any other equitable or legal remedies, the obligations of the District shall be specifically enforceable in any court of competent jurisdiction. In the event of litigation concerning this Agreement, any prevailing Landowner shall be entitled to an award of reasonable costs and attorney fees. 29. Breach by Landowners: District's Remedies. In the event of a breach of any of the material terms and conditions of this Agreement by one or more of the Landowners, the Board shall be notified immediately, and the District may take such action as the District deems necessary to protect the public health, safety, and welfare, to protect lot purchasers and builders, and to protect the users of District facilities from hardship. A failure by a Funding Landowner to pay Plant construction payments as required by paragraph 18 above shall be remedied by the District through resort to the Funding Landowner's financial guarantee. With respect to all other material breaches, in addition to all other remedies available at law, the District may: A. Record with the County Clerk and Recorder an affidavit, approved in writing by the Board and signed by the Chairman of the Board or any Board member, stating that the terms and conditions of this Agreement have been breached by the Landowner or Landowners. At the next regularly scheduled Board meeting, the Board shall either approve the filing of said affidavit or direct a District representative to file an affidavit stating that the default has been cured. Upon the recording of such an affidavit, no further District services or assistance will be provided in connection with the breaching Landowner's Service Property until the default has been cured. An affidavit signed by the Chairman of the Board or any Board member and approved by the Board stating that the default has been cured shall remove this restriction; B. Call the appropriate Funding Landowner's financial guarantee(s) given, in their entire remaining amounts, for the construction of the Plant; C. Refuse to initiate the provision of wastewater treatment services to the breaching Landowner's Service Property; D. Pursue collection of any amounts due and unpaid, which includes the right to collect attorneys' fees, filing fees, and lien recording fees incurred in such collection efforts, in addition to the unpaid amounts due and interest charges. Unless necessary to protect the immediate health, safety, and welfare of the District users, the District shall provide the Landowners ten (10) days' written notice of its intent to take F: \ 1999W greements .SVSD-Development-Agm(-Final-3. wpd -21- any action under this paragraph during which ten day period the breaching Landowner or Landowners may cure the breach described in said notice and prevent further action by the District. The District can extend the deadline for cure at its discretion. Furthermore, unless an affidavit as described in paragraph A., above, has been recorded with the Garfield County Clerk and Recorder, any person dealing with Landowners shall be entitled to assume that no default by Landowners has occurred hereunder unless a notice of default has been served upon the Landowner or Landowners as described above, in which event such Landowner or Landowners shall be expressly responsible for informing such third party of the District's claim of default. Nothing in this paragraph shall be construed to limit any rights or remedies of the Landowners in the event of breach by any other Landowner(s). 30. Notices to the Parties. All notices, requests, demands, consents, and other communications pertaining to this Agreement shall be transmitted in writing and shall be deemed duly given when received by the parties at their addresses below or any subsequent addresses provided to the other party in writing. Spring Valley Development, Inc.: With copy to: Berkeley Family Limited Partnership: F: \ 1999\Agreements\S V SD-Development-Agmi-Final-3. wpd -22- Attn: General Manager 411 East Main Street, Suite 205 Aspen, CO 81611 Phone: (970) 920-9103 Fax: (970) 920-9145 Anne J. Castle, Esq. Holland & Hart, LLP 555 Seventeenth Street, Suite 3200 Denver, CO 80202 Phone: (303) 295-8400 Fax: (303) 295-8261 and Atlantic Gulf Communities Attn: General Counsel 2601 Bayshore Drive Miami, FL 33133-5461 Phone: (305) 859-4071 Fax: (305) 859-4063 Michael Berkeley, M.D. 3961 County Road 114 Glenwood Springs, CO 81601 Phone: (970) 945-5432 Fax: (970) 945-4120 or 947-0012 With copy to: Colorado Mountain Junior College District: With copy to: Los Amigos Ranch Partnership: With copy to: Colorado Pinon Pines, Ltd.: F:\1999 Agreements\SVSD-Development-Agmt-Final-3.wpd -23- John R. Schenk, Esq. Schenk, Kerst & DeWinter 302 Eighth Street, Suite 310 Glenwood Springs, CO 81601 Phone: (970) 945-2447 Fax: (970) 945-2440 Dr. Robert H. Spuhler, Vice President P.O. Box 10001 Glenwood Springs, CO 81602 Phone: (970) 945-8691 Fax: (970) 947-8385 Glenn D. Chadwick, Esq. Beattie & Chadwick 710 Cooper Avenue, Suite 200 Glenwood Springs, CO 81601 Phone: (970) 945-8659 Fax: (970) 945-8671 Thomas E. Neal, Managing Partner 141 West Jackson Blvd., Room 1720 Chicago, IL 60604 Phone: (312) 705-1915 Fax: (312) 416-1805 Lawrence R. Green, Esq. Balcomb & Green, P.C. 818 Colorado Avenue P. O. Drawer 790 Glenwood Springs, CO 81602 Phone: (970) 945-6546 Fax: (970) 945-9769 Mr. Bernard S. Selwyn Colorado Pinon Pines, Ltd. 5900 Wilshire Blvd., Suite 420 Los Angeles, CA 90036 Phone: (323) 650-2511 Fax: (323) 650-0586 With copy to: Auburn Ridge: Notice to District: With copy to: John A. Thulson, Esq. Balcomb & Green, P.C. 818 Colorado Avenue P. O. Drawer 790 Glenwood Springs, CO 81602 Phone: (970) 945-6546 Fax: (970) 945-8902 William and Pamela Gibson Auburn Ridge Apartments P.O. Box 376 Basalt, CO 81621-0376 Phone: (970) 927-3846 Fax: (970) 927-1298 Spring Valley Sanitation District 2929 County Road 114 Glenwood Springs, CO 81601 Phone: (970) 945-6399 Fax: (970) 945-6399 Loyal E. Leavenworth, Esq. Leavenworth & Tester, P.C. P. O. Drawer 2030 Glenwood Springs, CO 81602 Phone: (970) 945-2261 Fax: (970) 945-7336 31. Effective Date. The effective date of this Agreement shall be the later of the date(s) on which this Agreement is executed by the parties. The effective date of inclusion shall be the date of the Court Order issued pursuant to Colo. Rev. Stat. §32-1-401 formally including the Service Property in the District. 32. Assignment and Binding Effect. Subject to rights to assign effluent described in paragraph 10 above, this Agreement may be assigned by a Landowner only with the written consent of the District and the remaining Landowners; provided, however, that a Landowner may assign without consent to a successor in interest to all assets of the original Landowner. In the event any Landowner desires to assign its rights and obligations herein, whether consent is required or not, it shall so notify the District in writing, together with the proposed assignee's written agreement to be bound by the terms and conditions of this Agreement. The District's obligations under this Agreement may not be assigned without consent of each of the Landowners. This Agreement shall be binding upon and inure to the benefit of the parties and their successors, assigns, heirs, devisees, or transferees. F: \ 1999\Agreements \SVSD-Development-Agent-Fiml-3. wpd -24- 33. Several Obligations of Landowners. The obligations of the Landowners under this Agreement shall be several obligations only, not joint and several. Each Funding Landowner shall be responsible only for its Funding Amount as described in paragraph 19, Table B, above, and shall have no further obligation to the District or the other Landowners in the event of a default by any other Funding Landowner. 34. No Additional Waiver Implied by One Waiver. In the event any covenant or condition contained in this Agreement is breached by any party and thereafter waived by the remaining parties, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder, including a subsequent breach of the same covenant or condition. 35. Non -Applicability to Lot Purchasers. This Agreement establishes the respective rights and obligations among the Landowners and the District. It is not applicable to purchasers of individual lots in the Service Property from the Landowners. Such lot purchasers shall be subject to the Rules and Regulations of the District and to the provisions of the Special District Act, Colo. Rev. Stat. § 32-1-101, et seq. This Agreement shall not be deemed a cloud, defect, lien, or encumbrance on the title of any lot created from the Service Property and shall not affect the marketability of title to such lots. 36. Recordation: Notice to District Users: Covenants. Upon execution, this Agreement shall be recorded in the Office of Clerk and Recorder, Garfield County, Colorado. The parties agree and intend that this Agreement, subject to the provisions of paragraph 35 above, shall run with the Service Property and be a burden and covenant on that property. 37. Complete Agreement. This Agreement, together with the Initial Funding Agreements and that certain Agreement between the District and CMC dated December 15, 1999, attached hereto as Exhibit F and incorporated herein by this reference, constitute the entire and complete agreement of the parties on the subject matter herein. No promise or undertaking has been made by any party, and no understanding exists with respect to the transactions contemplated, except as expressly set forth herein. All prior and contemporaneous negotiations and understandings between the parties are embodied and merged into this Agreement. 38. Enforceability. If any covenant, term, condition, or provision of this Agreement shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such covenant, term, condition, or provision shall not affect any other provision contained herein. 39. Captions. The captions in this Agreement are inserted only for convenience and in no way define, limit or prescribe the scope or intent of this Agreement, or any part thereof. 40. Governing Law. Laws of the State of Colorado shall govern the validity, performance, and enforcement of this Agreement. Should either party institute legal suit or action for enforcement of any obligation contained herein, it is agreed that the venue of such suit or action shall be in Garfield County, Colorado. F: \ 1999\Agreerrtns\S V SD-Development-Agmt-Fiml-3. wpd -25- 41. Warranty of Authority. Each person executing this Agreement represents and warrants that he or she has been duly authorized by one of the parties to execute this Agreement and has the authority to bind said parties to the terms and conditions thereof. 42. Attorney Fees and Costs. In the event that legal action is necessary to enforce the provisions of this Agreement, the prevailing party shall be entitled to damages and reasonable attorney fees and costs. All rights concerning remedies and/or attorneys' fees shall survive any termination of this Agreement. 43. Amendments. This Agreement may be amended from time to time by the parties in written form and executed in the same manner as this Agreement. 44. Counterparts. This Agreement may be executed in duplicate counterpart originals, each of which shall constitute an original but all of which shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year set forth next to their signatures. EXECU i"ED IN SEVEN -PART COUNTERPART: [Signatures on following page] F:\1999\Agreemerus\S VSD -Development -Agan -Final -3. wpd -26- SPRING VALLEY DEVELOPMENT, INC. Date g , k °t 1 By (3aL o,„� 4i • Cao. William G. Peacher, President STATE OF COLORADO ) )ss. COUNTY OF PITKIN ) Acknowledged, subscribed, and sworn to before me this q day of December, 1999, by William G. Peacher as President for Spring Valley Development, Inc. WITNESS my hand and official seal. My commission expires: .... ti 14 BO'c�;4 . is F`....... - Notary Public -27- Date Z • Z E " &ICC) By A I'I'hST: Secretary } a STATE OF COLORADO ) COUNTY OF GARFIELD ) ss. SPRING VALLEY SANITATION DISTRICT GrTg S.)Boecker, Chairman Acknowledged, subscribed, and sworn to before me this ,04 -day of 2-e b Foal /tof ieg S. Boecker, as Chairman of the Spring Valley Sanitation District and , as Secretary of the Spring Valley Sanitation District. y hand and official seal. My Commission expires: / !-8- aoOD F: \1999 \Agreements \SV SD-Devebpment-Aamt-Finai-3. wpd -28- Notary Public Date 1/2-i STATE OF COLORADO ) ) ss. COUNTY OF GRRFI E -1-,t, ) By BERKELEY FAMILY LIMITED PARTNERSHIP Mic : • - Berkeley, General er Acknowledged, subscribed, and sworn to before me this a) day of .,6EcEmB , 1999, by Michael Berkeley, as General Partner for Berkeley Famil Partnership. hand and official seal. ommission expires: F: \ 1999\A greements\S V SD-Dcveiopment-Agmt-Final-3. wpd -29- COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT Date December 15, 1999 By Dr. Robert H. Spu er, Vice President STATE OF COLORADO ) ) ss. COUNTY OF ) Acknowledged, subscribed, and sworn to before me this / S-< day of , 1999, by Dr. Robert H. Spuhler, Vice President of Colorado Mountain Junior College District. WITNESS my hand and official seal. My Commission expires: /2 5 /03 F:.1999\AgtscmenhlSVSD-Devebpment-Ascot-F,z 1.3.wpd -30- Nota.- Public s,� Date /c/c2//c?? STATE OF COLORADO ) ) ss. COUNTY OF LOS AMIGOS RANCH PARTNERSHIP By / Thomas E. Neal, Managing Partner Acknowledged, subscribed, and sworn to before me this , S+ - day of 1 ..Ent..c ir , 1999, by Thomas E. Neal, as Managing Partner, for Los Amigos Ranch Partnership. WITNESS my hand and official seal. -��� My Commission expires: -7/71/ 4,9aC F: \1999\Agreernent•\SVSD-Development-Agent-Foul-3. wpd -31- ota.• • is Aug -08-03 02:49P COLORADO PINON PINES, LTD. Date f� / 2G' G G, By /)..r7, Bernard S. Selwyn STATE OF COLORADO ) ) ss. COUNTY OF ) Acknowledged, subscribed, and sworn to before me this / /1' day of FGi��LvythJ oto 7-t999, by Bernard S. Selwyn, as for Colorado Pinon Pines, Ltd. WITNESS, my hand and official seal. My Commission expires: I 1..999).*4, rew SVSD- De. slamming •A,w.t•.wpd -32- r CCrnrn n D 1212191 I Date l -/ 3-0D William Gibson Date / -/,3 -OD STATE OF COLORADO ) ) ss. COUNTY OF ) Pamela Gibson Acknowledged, subscribed, and sworn to before me this ,a9M by William and Pamela Gibson. ac„,,r\u,a_n_ WITNESS my hand and official seal. My Commission expires: F: \1999\Agreemena\S VSD-Development-Agmt-Fina1.3. wpd -33- 3 &A • 111.& Nota Public EXHIBIT LIST FOR PRE -INCLUSION AND WASTEWATER TREATMENT PLANT DEVELOPMENT AGREEMENT EXHIBIT A Legal Description of Service Property for Spring Valley Sanitation District, Garfield County, Colorado (the "Service Property"). EXHIBIT B Spring Valley Sanitation District Proposed Tertiary Wastewater Treatment Plant and Associated Sewage and Treated Effluent Collection and Conveyance Facilities (the "Plant"). EXHIBIT C Spring Valley Sanitation District Schedule of Permits and Tasks for Construction of Wastewater Treatment Facilities. EXHIBIT D Spring Valley Sanitation District Budget for Plant Construction ("Plant Project Budget"). EXHIBIT E Legal Description of Property Owned by Spring Valley Development, Inc. not within the Spring Valley Sanitation District Service Property ("35 Acre Property"). EXHIBIT F Agreement between Spring Valley Sanitation District and Colorado Mountain Junior College District dated December 15, 1999. F: \ 1999\Ag reements\S V S D-Devebpment-Agmt-Exhibits- Final wpd SPRING VALLEY DEVELOPMENT• A parcel of land to=ted in Sec ors 15.20.21, 22. 27, 2E. 2a. 32. . aria 34, Township 6 Scut, Range 88 West. Sixth Pririi Meriden besno rnccre panicLiarty des`:.tred as foitows: Beginning at the Naru twest Corner of said Section 20: ng a same m nument:found in pian` ant with a 2-inct Aluminum (P.ELS.'u5S-23) therm S 38°16108" E2 Z7_ t9 feet: along the north rine of raid Ser^cn 20 to the Norah Quarte- Corner of said. Section 20 tieing a ?-112 inch At , Cap (LS. 16835) found in ptam and rerncnurrten d with a 2-inct Aturnirturn Cap (P.ELS. 5933); ttter.� S 88°1548' E 2626.91 feet along the north Erie of said Section 20 to the Northeast Comer of said Sect= 20 being a 2-1/2 inch GLO Bass Cap :turd in per; thenS 03°43-14- W a distano of 4710.01 feet; then S 64°00'3S• E a disn cf 1240.38 feet tfien28°10143' E a d3stanm of 1055.36 few then S 62°54'53' E a distant of 290518 fee` then= S 33°15'31' E 225C.78 feat; then= S 3743'34" E 99323 feet; then= 5 57°46'01' W a distan= of 3517 feet; ttien= S 33'43'34" E a d'rsanca of 2585.68 feet; then= S 571211' E a d`ts.._- rice cf 1507.50 fit: then= S 25125707" E a d nc cf 1863.71 feet ; then= S 08°45736" E a distant cf 1546.11 feet term S 00°45'01"W a dis-.ancf 42.199 feel: thence N 89°14'59' W 2048.85 feet along the south rine of said Section 27 to the South Quarter Corner cf said Seton 27 being a 2-112 inch GLO Brass Cap found in piaor; then= N SS°1T11' W 1319.72 feet along the north rine of rid Sedan 34 to the northeast comer of the W1f2NW1/4 of said Section 34'when= the Northwest Comer of said Section 34 bears N 89°1711'W 1319.72 met: thence 5 00°0568' E 2466.04 fest along the east fine cf the W1/2NW1!4 of said Se on 34 to the southeast . .i_.: comer of the W1/2NW114 of said Seccn 34; then= 5 89°51-39" W 138.927 feet along the south Ine of the W1/ZNW1/4 cf said Sectan 34 to the West Quarter Garner of said Section 24 being a stone mcnurnent found in ola= and remonumented with a 2 -inch Aluminum Cap (P.E L S. 5933); then= N 88°274 W 2511.99 feet along the south rune cf the NE 1 /4 cf said Se^.;an 33 to the Canter Quarter of said Seton 33 being a 3 inc.i Aluminum Can (County Survevcr) found in alai .; then= N 88'2728-W 10.9252 feet along the south line cf Lot 6. of said Se cn 33 to the southwest =riser of said, Lot 5: then= N 00°19'52" E 821.58 fiat alone the west line of said Lot 5 to the southeast Amer of Lot 5 of said Section 33: them N 88°292S W 1065.30 feet alone the south rine of rid Lot 5 to a point on the nertherty right-cf-way cf Ganietd County Road 119; then= the following seventeen courses along the northern right-cf-way of said Count/ Road 119: 1. then= aicng tie aro cf a non- ngerit =rve to the left having a radius of 190.00 feet, and a =ntat ancie cf 4C°11'43' fora disman= along the curve of 133.29 feet the chord of said curve bears N 69°42'36" W a distance. cf 130.58 feet 2. then= N 89°4.8'27- W 335.07 feet to a paint on the west line of said Section 33 when= the Northwest Carrier of said Sermon 33 be ng a 3 -inch County Surveyor's Aluminum Cap found in pia= bears N 01°14'21" E 1729.72 feet 3. then= N 89°48'27 W 746.63 feet 4. thence along the aro of a curve to the right having a radius of 9975.00 feet. and a central angle of 01°23'23" for a distan= aicng the curve cf 241.95 feet; the mord of said curve bears N 89°06'46' W a distance of 241.94 feet; 5. thence N 88°25'04' W 886.82 feet; 6. thence along the arc of a carve to the right having a radius cf 30.00 feet, and a =ntal angle of 101°43'17 fur a disance along the curve of 53.26 feet; the chord of said curve bears N 373326' W a distance of 46.54 feet 7. thence N 13°18'13' E 1531.48 feet 8. thence slang the arc of a carve to the ler; having a radius of 715.00 feet, and a central angle of 15°55'12" far a distr=nce along the curve of 198.57 feet the chord of said curve bears N 05°20'37 E a distance of 198.03 feet to a point cn the south line of said Section 29 whence the Southe?st Gamer of said Sean 29 bears S 89°03'23" E 1570.16 feet 9. thence along the arc cf a curve to the left having a radius of 715.00 feet, and a central anete of 29°05'27' far a distance along the curve cf 363.03 feet, the chord of said curve bears N 17'09'43" W a distance cf 359.14 feet 10. thence along the arc of a curve to the let having a radius of 1853.11 feet. and a =ntral angle of 14°65'45" for a distance along the curve of 483.40 feed the chord of said curve bears N 39°10'45" W a distance of 48203 feet 11. them N 46°39'12" W 512.11 feet 1 -12. thence along the arc of a curve to the left. having a radius of 54424 feet; and a an i angle of 29°19'12" fora distance along the curve of 278.53 feet the chord of said curve bears N 61°18'49' a distance of 275.50 feet; 13. thence N 75°58'25' W 274.72 feet; 14. thence along the arc of a curve to the right having a radius of 777.55 feat. and a central angle of 10°01'45- fora distance along the curve of 136.11 fee the chord of said cove bears N 7725732' a distance of 135.93 feet; 15. thence N 65°56'40" W 288.79 feet 16_ thence along the aro of a curve to the right having a radus of 934.49 feet, and a central angle of 12°43'09' fora distance along the curve of 207.45 fee; the chord of said curve bears N 59°.35'05-W a distance of 207.03 feet; 17. thence N 53°13'30" W 363.38 ft to a point on the west Gne of Lot 25 of said Section 29; thence N 00°30'27 E 619.90 feet along the west line of said Lot 26 to the northwest corner of said Lot 26; thence N 90°00'00' W 65.41 feet to a fence pcstwith a pk-riai1 in the top and accepted as the southwest comer of Lot 20 of said Section 29; thence N 00°3426' E 2165.03 feet along the acoptr%d west line of Lots 20, '16, and 8 of said Section 29 tic a red plastic cap (P.LS. 27929); thence N 00°32-35- E 431.30 feet to the southwest comer of a pare! eland descrbed in Book 527, Page 951 in the office of the Garfield .County Clerk and Recorder; thence along the southerly boundary.of said parcel of land : descibed'in Book 527, Page 951 S 8,903720' E 431.36 feet thence the following two courses along the Southerly boundary of a parcel of land descibed in Book 872, Page 768 in the office of the Garfield County Cleric and Recorder- 7 1.. thence S 50°51'48' E 497.50 feet; 2 then S 5725821' E 57.39 feet to a point on the Southerly boundary of a parcel of land descrbed in Book 915, Page 112 in the office of the Garfield County Clerk and Recorder; thence S 57°58'21" E 305.00 feet along the Seutherty boundary of said parcel of land described in Book 915, Page 112; thence S 33°333'03- E 149.53 feet along the Southwesterly boundary of a parcel of land - described in Book 621, Page 219 in the office of the Garfield County Cleric and Recorder; thence S 81°3623' E 135.95 feet along the Southerly boundaries of parcels of land descibed in Book 621, Page . 219 and Book 965, Page 509 in the office of the Garfield County Clerk and Reorder tr1 a point on the .. boundary of said panel of land described in Book 965, Page 509; thence the following three courses along the seutheasterty boundaryyof said parcel descrbed in Book 965, Page 509: 1. 'thence S 81°42'23' E 30225 feet: 2 thence N 05°1220' E 149.94 feet; 3. thence along the arc of a =rve to the right having a radius of 5523 feet, and a central angle of 40°33'24" for a distance along the curve of 39.09 feet-, the. chord of said curve bears N 251'28'41' E a distance of 3828 feet to a point on the southerly boundary of a parcel of land described in Book 808, Page 803 in the office of the Garfield County Clerk and Recorder', 0 thence the following three courses along the easterty boundary of said parcel described in Book 808, Page 803: 1. then S 81°42'37 E 123.19 feet; 2.. 'thence N 21°0023" W 820.84 feet to a point on the south fine of said Section 20 whence the South Quarter Comer of said Sedion 20 being a stone monument found in place and remonuinented with a 2 -inch Aluminum Cap (P.ELS. 5933) bears N 88°3713" W 248.98 feet 3. thence N 21°0023' W 13724 feet to a point on the northerly right-of-way of Garfield County Road 115; thence the following two courses along the northerly right -of- way of said County Road 115: 1. thence along the arc of a non -tangent curve to the right having a radius of 5288.82 feet, and a central angle of 02°43'04" for a distance along the curve of 250.87 feet; the chord orsaid curve bears N 73°59'48- W a distance of 250.84 feet 2 thence N 72°38'16' W 1244.87 feet to a point on the accepted east line of Lot 4 of said Section 20 whence the southeast sumer of a parcel of land recorded under reception number 467225 in the office of the Garfield County Cleric and Recorder being a red plastic cap (P.LS. 27613) found in place and accepted as a point on the east line of said Lot 4 bears S 01°51'02' W 9.41 feet; thence N 01°51'02" E 490.79 feet along the accepted east line of said Lot 4 to the northeast comer of said Lot 4 being a stone monument found in pian and remonumented with a 2 -inch Aluminum Cap (P.E.LS. 5933); thence N 88°18'52' W 1429.59 feet along the north line of said Lot 4 and Lot 3 of said Section 2ff to the northwest turner of said Lot 3 whence the Southwest Corer of said Lot 20 1!2 inch Aluminum Cap (P.LS. 27929) found in place bears 5 00°0611- E 1008.11 feet; thence N : . 0C'°06'31' W 1630.93 feet along the west fine of said Semon 20 to the West Quarter Comer of said Sermon 20 being a stone monument found in place and remonumented with a 2 -inch Aluminum Cap CP -ELS. 5933); thence N 00°04'12" E 253288 feet along the west fine of said Section 20 to the Northwest Comer of said Section 20 being the POINT OF BEGINNING containing 2897.89 acres more ar• less, prior to the fallowing ex=pted (CEFT1NG THE FOLLOWING FOUR PARCELS: 1) MIDDLE E CC., -' 110N PARCEL LEGAL DESCRIPTION A pard of land located in the West Half of Section 29 and the Northwest Quarter of Section 28, Township 6 South, Range 88 West, of tie Sixth Principal Meridian, said parcel being further described as follows: Beginning at a point on the easterly fine of said Section 29 whence the Northeast Comer of Sermon 29 being a 2-1l2 inch- GLO Brass Cap found in place bears N 01°0928' E 1250.72 feet thence S 01°0928" W 346.32 feet along the east line of said Sewn 29 b a point on the northerly line cf a pare af land described in Book 495, Page 596 in the office af the Garfield County Clerk and Recorder, whence the west Quarter Comer of said Sermon 28 being a 3 inch Aluminum Cap (County Surveyor) bears S 01°0978" E 987.24 feet thence 5 88°09'03' E. 557.11 feet along the northerty fine of said pard of land described in Book 495, Page 596 to a point on the seutherty right--0f-way fine of Garfield County Road 115; thence along the arc of a curve th the left having a radius of 826.12 feet, and a central angle of 1750'11' fora distance along the carve of 257.17 feet the chord of said curve bears S 64°07'08" E a distance of 256.14 feet along the southerly right -0f -way of said County Road 115; thence S 73°02'14" E 43.18 feet continuing along the southerly right-of-way fine of said County Road 115 to a point in the easterly line of said pard of land described in Book 495, Page 596; thence S 00°01'52' W 114.31 feet along the easterly boundary of said parcel of land described in Bock 495, Page 596 to the southeast comer of said parcel cf land described in Book 495, Page 596; thence the following four courses along the Southerly Boundary of said parcel of land described in Book 495, Page 596: 1. thence N 89°58'08" W 327.05 feet 2.. thence S 54°10'41' W 185.54 feat; 3. 'thence N 42°16'19"W 15420 feet; 4_ them S 59°30'35" W 216.33.feet to a paint on the boundary of a pard of land described in Book 988, Page 802 in the office of the Garfield County Clerk and Recorder; thence the following six courses around the easterly, northerty, and southerly boundaries of said parcel of land described in Book 988, Page 802: 1. thence S 13°45'40" E 111.74 feet; 2. thence S 89°58'08' E 101.60 feet 3. thence S 00°01'52" W 69.06 feet 4. thence S 88°4828' E 25.57 feet 5. thence S 00°37'24' E 148.37 feet; 6. thence S 14°45'31' E 57.78 feet; thence S 58003'40' W 625.36 feet along the southerly boundaries of parcels of land described in Book 988, Page 802 and Book 736, Page 345 in the oft -ice of the Garfield County Clerk and Recorder to a point on the southerly boundary of said parcel of land described in Book 736, Page 345; thence along the southerly and westerly boundaries of said parcel of land described in Bock 736, Page 345 the following five courses: T. thence N 74°5328" W 35.87 feet 2. thence N 66°59'35' W 380.19 feet; 3. thence N 50°53'55" W 27.02 feet; 4. thence N 25°54'08" W 19.09 feet; 5. thence N 05°08'09' W 580.16 feet to a paint on the westerly boundary of a parcel of land described in Bock 886, Page 329 in the office of the Garfield County Clerk and Recorder; thence along the westerly and northerly boundaries of said parcel of land described in Book 886, Page 329 the following three courses: 1. thence N 05°36'42" W 538.91 feet 2_ thence N 04°15-35" W 374.95 feet; 3_ thence N 82°52'22' E 323.76 feet to a point on the southerly right-of-way line of said Garfield Ccunty Road I15; thence along the said right -of -gray line the following three courses_ 1. them along the arc of a non -tangent curve to the left having a radius of 993.47 feet, and a central angle of 03°01'08' for a distance along the curve of 52_35 feet the chord of said curve bears S 34°41'10' E a distance of 52.34 feet; 2. thence along the arc of a curve to the left having a radius of 480.00 feet; and a central angle cf 36°06'40' fora disance along the curve of 30252 feet; the mord of said curve bears S 54°15'04' E a distance of 297.54 feet; • 3_ thence S 72°18'24' E 273.90 feet to the POiNT OF BEGINNING containing 33.499 acres more or less. 2) EAST r KCEFTION PARCE�t LEGAL DESCRIPTION A parcel of land located in Lots 5, 10, and 15 of Seton 28, Section 28, and Section 33, Township 6 South, Range 88 West, of the Sixth Principal Meridian being more partfcularty described as follows: Beginning at the South Quarter Corner of said Section 28 being a stone monument found in plate and remonumented with a 2 -inch Aluminum Cap (P.ELS. 5933); thence N 88'°33'15' W 60.85 feet along the south fine of Sermon 28 said fine also being the south Gm of said Lot 15 to a point an the southerly line of a parcel of land described in a document recorded as Reception number 344061. in the office of the Garfield County Clerk and Recorder; thence S 89°3514' W 967.56 feet along the southerly . ' fine of said parcel described in said document recrded as Reception number 344061 b a number 5 rebar found in piece; thence N 00°56'44' W 31.41 feet along the westerly tine of said panel of land desc-ibed in said document recorded as Reception number 344061 to the south line of said Section 28 and said Lot 15; thence N 88°331F W 55.02 feet along the south fine of said Section 28 and said Lot_ th_ 15 to the Southwest Comer of Lot 15; thence N 01 °00'28' E 1612.97 feet along the westerty line of said government lots 10 and 15 to a point on the westerty fine of said parcel of land described in said document recrded as Reception number 344061; thence N 00°56'44' W 10.40 feet along the westerly rine cf a parl of land described in said document recorded as Reception number 344061 to a yellow plastic cap stumped P.LS # 15710; thence N 00°56'44' W 729.41 feet along the westerty Gne of a parcel of land descibed in said document recorded as Reception number 344061 to a red plastic cap stamped P.LS ;4-'5447; them N 00°24'55 W 918.45.feet along the westerty'Gne of a panel of land described in document recorded as Reception number 475590 to a red plastic cap stamped P.LS # 5447; thence N 00°24'55" W 9.63 feet to the southerly right-of-way line of Garfield County road 115; thence along the southerly right-of-yvay line of said County road 115 the following seven (7) courses: 1. thence along the arc of a carve to the right having a radius of 594.56 feet, and a central angle of 47°01'08' for a distance along the curve of 487.92 feet the chord of said curve bears S 45°41'32' E a distance of 474.34 feet; 2_ thence S 22°10'58' E 307.62 feet: 3. thence along the arc of a carve to the left having a radius of 1421.75 feet, and a central angle of 15°49'5T for a distance along the curve of 392.87 feet; the chord of said curve bears S 30°05'5T E a dissnce of 391.63 feet; . . 4. thence along the arc of a curve to the right having a radius of 370.00 feet, and a central angle of 32°43'14" for a distance along the curve of 211.30 feet; the chord of said curve bears S 21°39'19" Ea distance of 208.44 feet; 5. thence along the arc of a curve to the left having a radius of 2437.42 feet, and a central angle of 28°4224" for a distance along the curve of 1221.22 feet; the chord of said curve bears S 19°38'54" E a distance of 1208.48 feet; 6. thence S 34°00'06" E 1152.91 feet; 7. thence along the arc of a curve to the left having a radius of 430.00 feet, and a central angle of 23°03'17" for a distance along the curve of 173.02 feet; the chord of said curve bears S 45°31'45" E a distance of 171.86 feet to a point on the south line of said Section 28; thence N 86°11'1T W 829.99 feet along the south fine of said Section 28 to the Point of Beginning said point also being said South Quarter Corner of said Section 28 containing 69.250 acres more or less. 3) GARFIELD COUNTY ROAD 115 EXCEFT1ON PARCEL LEGAL DESCRIPTION A par,of land located in Seorons 20, 29, 28, 33, and 34, Township 6 South, Range 88 West of the Sixth Principal Meridian, said parttel being a 60 foot wide right-cf-vvay etertding thirty feet on each side of the fallowing descrted centerline for Garfield County Road 115, mid centerline being further descried as follows: Beginning at a point from whence the Southwest comer of said Sermon 20 bears 389°5926"W a dis-anm of 2E53.70 feet, said section comer being a 2-112 inch Aluminum Cap found in place; thence along the arc of a curve to the left having a radius of 5318.82 feet, and a central angle cf 04°16'52' fora distanm along the curve of 397.42 fee: the chord of said curve bears S 77°43'40" E a d"tstanof 397.32 feet thence S 79°52'05 E 121.04 feet to a point along the section rote common to said Setons 20 and 29 from whence the Quarter comer common to said Sections 20 and 29 being a Stone Monument found in place and rernonumentt:d with a 2 -inch Aluminum Cap bears N88°32'13"W 720.E5 feet thence S 79°52'05 E 331.86 feet thence along the art of a curve b the right having a radius of 900.00 feet. and a central angle crf 20°29'08' for a distance along the curve of 321.79 feet the chord of said curve bears S 69°37'31' E a distance of 320.08 feet; thence S 59°22'57' E 217.30 feet; thence along the arc of a curve to the right having a radius of 1081.34 feet, and a central angle of 35°38'00' for a distance along the curve of 672.50 feet the chord'of said curve bears S 41°33'57 E a distance of 661.72 feet; thence S 23°44'57' E 73.66 feet; thence along the art of a curve to the left having a radius of 963.47 feet, and a central angle of 12°26'4T far a distance along the curve of 20929 feat; thechord of said curve bears S 29°5871' E a distance of 208.88 feet; thence along. the arc of a curve to the left having a radius of 450.00 feet, and a central angle of 36°06'40' for a distance along the curve cf 283.62 feet; the chord of said curve bears S 54°15'04' E a distance of 278.95 feet; thence S 72°18'24' E 264.99 feet to a point along the section line common to said Sections 28 and 29 from when the Northeast comer of said Section 29 being a 2-1/2 inch GLO Brass Cap found in place bears N01 °09'26'E 1219.42 feet: thence S 72°1824' E 167.61 feet; thence along the arc of a curve to the right having a radius of 377.41 feet, and a central angle of 2F33'14- for a distance along the curve of 168.32 - feat; the chord of said curve bears S 59°31'4T E a distance of 166.93 feet; thence S 46°4510' E 235.64 feet thence along the arc of a curve to the left having a radius of 796.12 feet. and a cental angle of 26°17'03' for a distance along the curve of 365.22 feet the chord of said curve bears S 59°53'42' E a distance of 362_02 feet.: thence S 73°02'14' E 636.67 feet thence along the arc of a curve to the right having a radius of 624.56 feet. and a central angle of 50°51'15 for a distance along the curve of 554.35 feet the chord of said curve bears S 47'36'36' E a distance of 536.33 feet: thence S 22°10'58' E 307.62 feet; thence along the arc of a curve to the left having a radius of 1391.75 feet, and a central angle of 15°49'57 for a distance along the curve of 384.58 feet; the chord of said curve bears S 30°05'57' E a distance of 383.36 feet; thence along the arc of a curve to the right having a radius of 400.00 feet, and a central angle of 32°43'14' for a distance along the curve of 228.43 feet the chord of said curve bears S 21°39'19" E a drstance of 225.34 feat; thence along the arc of a curve to the left having a radius of 2407.42 feet, and a cent; -al angle of 28°4224' for a distance along the curve of 1206.18 feet; the chord of said curve bears S 19°38'54' E a distance of 1193.61 feet; thence S 34°00'06' E 1152.91 feet; thence• along the arc of a curve to the left having a radius of 400.00 feet, and a central angle of 25°5311" for a • dis'ance along the curve of 180.72 feet; the chord of said curve bears S 46°56'42" E a distance of 179.19 feet; thence S 59°53'1T E 38.40 feet to a point along the sec on line common to said Sections 28 and 33 from whence the Quarter comer common to said Sections 28 and 33 being a Stone Monument found in place and remonumenteed with a 2 -inch Aluminum Cap bears N86°.11'17"W 896.52 feet; thence S 59°53.17- E 421.00 fee; thence along the arc of a curve to the right having a radius of 779.79 feet, and a central angle of 35°42'49" for a distance along the curve of 486.06 feet; the chord of said curve bears S 42°01'52" E a distance of 478.23 feet; thence S 24°10'27' E 644.62 feet; thence along the arc of a curve to the right having a radius of 88282 feet, and a cent -al angle of 26°58'38' for a distance along the curve of 415.67 feet the chord of said curve bears S 10°41'09' E a distance of 411.84 f6et; thence S 02°48'10' W 238.01 feet thence along the arc of a curve to the left having a radius of 729.53 feet, and a cental angle of 37°41'54' for a distance along the curve of 480.00 feet the chord of said curve bears S 16°02'4T E a distance of 471.39 feet, thence along the arc of a curve to the left having a radius of 200.00 feet, and a cental angle of 53°37'43' for a distance along the curve of 187.20 feet the chord of said curve bears S 61°42'35" E a distance of 180.44 feet; thence along the arc of a curve to the left having a radius of 2171.07 feet, and a central angle of 08°19'31' fora distance along the curve of 315.47 feet; the chord of said curve bears N 8718'48' E a distance of 315.19 feet to a point along the section line 5 � a � • " common to said Sections -33 and 34 from whence the Northeast comer of said Section 33 being a 2-T12. inch GLO Brass Cap found in place bears NQ1.30'32-E 2209.86 feet then= along the arc of a carve to the left having a radius of 2171.07 feet, and a =ntrai angle of 15°20'11' for a distance along the carve of 581.13 feet: the chord of said curve bears N 75°28'57 E a distance of 579.40 feet: thence along the arc of a curve to the right having a radius of 280.00 feet, and a cental angle of 55°26'50" fora distance along the curve of 270.97 feet the dtort3 cf said carve bears S 84°27'44" E a ftstance of 260.52 feet then ca S 5E1'44'19" E 393.81 feet them along the arc of a curve to the lett having a radius of 669.07 feet, and a cent:m1 angle cf 21039-21* far a distance along the carve of 25289 feet the drard of said curve bears S 67'34'00" E a distance of 251.38 feet frcrn whence the said Northeast corner of Section 33 bears N28°52'13"W 2741.66 feet; Sudo parei being a 60 fact right-of-way (30 feet on east side of the above described centerline) contains 18.195 aces more or less. The right-of-way lines of said right-of-way shall be prcionged or shortened to begin and end an and conform to the property boundary lines. 4) GARFIELD COUNTY ROAD 114 EXCEPTION PARCEL. LEGAL DESCRIPTION A pard of Land located in the Northeast Quart=r of Section 33, Township 6 South, Range 88 West, of the Sixth Prindpal Meridian, said parcel being the right-of-way far Garfield County Road 114.and the intersection of Garfield County Road 114 with Garfield County Road 115, said parcel being further described.as follows: Beginning at a paint on the southern fuze of the Northeast Quarter of said Section 33 whence the East Quarter Comer far said Section 33 being a Stone Monumentfound in place and remonumented with a 2 -inch Aluminum Cap bears S 88°2T45' E 551.40 feet said paint also being a point en the easterly right-of-way of C rrleld County Road 114; thence N 88°2T4S W 77.11 feet along said southern line of the Northeast Quarter to a point on the westerly boundary of said County Rcad' 114, whence the Center Quarter far said Section 33 being a 2 -1/2 -inch Aluminum Cap fouled in place bears N 88°2T45' W 1883.48; thence the following two courses along the westerty right-of-way of said County Road 114: 1. N 40°27'03" E 99.05 feet; 2 thence along the are of a curve to the left having a radius of 270.00 feet, and a cntra1 angle of 69°20'35" far a disance along the carve of 325.77 feet; the chord of said curve bears N 05°4646" E a disance of 307.19 feet to a point an the southerty right- of -way of Garfield County Road 115; thence the following three courses along the southern right-of-way of County Road 115: 1. along the arc of a non -tangent carve to the left having a radius of 759.53 feet, and a central angle of 06°00'12' for a disance along the curve of 79.58 feet; the chord of said curve bears S 31°53'38' E a disnce of 79.55 feet 2 thence along the arc of a curve to the left having a radius of 230.00 feet, and a central angle of 53°37'43' for a distance along the curve of 215.28 feet the chord of said curve bears S 61°42'35" E a distance of 207.51 feet: 3. thence along the arc of a curve to the left having a radius of 2201.07 feet, and a central angle of 03°41'58" for a distance along the curve of 14212 feet; the chord of said curve bears N 89°3734' E a distance of 14209 feet to a point on the easterly right-of-way of Garfield County Road 114; thence the following two curses along the easterly right-of-way of County Road 114: 1. along the arc of a non -tangent curve to the left having a radius of 470.00 feet, and a central angle of 47°19'32' for a distance along the curve of 388.21 feet; the chord of said curve bears S 64°06'49' W a distance of 377.27 fees 2. thence S 40`2T03' W 70.18 feet to the paint of beginning containing 0.755 acres more or less. The right-of-way lines of said right-cf-way shall be prolonged or shortened to begin and end on and conform to the property boundary lines. 6 EXHIBIT A - BERKELEY I Township 6 South, Range 88 West of the 6t1 P.M. Se•ction 32: Lots 5 and 5 Section 33: Lots 7 through 17 inclusive, Lot 20 through 23, inclusive, and NEYSE24 Section 34: SWNSW'i Township 7 South, Range 88 West of the 6th P.M. Section 4: Lots 2, 3 and 9 • EXCEPTING therefrom that parcel of land described on Deed recorded as Reception No. 419600 in Book 795 at Page 72 of the Garfield County records. AND EXCEPTING therefrom the above, those portions conveyed to the Board of County Commissioners of Garfield County for road purposes by documents recorded June 3,- 1929, in Book 159 at Page 85 as Reception No. 104496 and in Book 159 at Page 87 as Reception No. 104498. TOGETHER WIh a parcel of land situated in the NE1/4 of Section 4, Township 7 South, Range 88 West of the Sixth Principal Meridian, County of Garfield, State of Colorado; said parcel being more particularly described as follows: Commencing at the Northeast Comer of said Section 4, a BLM Aluminum Cap in place, the True Point of Beginning; thence S 16°39'55" W 217.38 feet; thence S 27°00'32" W 277.20 feet; thence S 48°11°02" W 452.97 feet; thence N 89°49'27" W 293.53 feet; thence along the arc of a curve to the right having a radius of 200.00 feet and a central angle of 54°03'51", a distance of 188.72 feet (chord bears N 62°47'31" W 181.80 feet); thence N 35°45'36" W 8.96 feet; thence along the arc of a non -tangent curve to the right having a radius of 330.00 feet and a central angle of 17°32'14", a distance of 101.01 feet (chord bears S 57°47'34" W 100.61 feet); thence S 10°53'01" E 108.00 feet; thence N 89°49'27" W 293.31 feet to a point on the Southerly boundary of that property described in Reception No. 462134 of the Garfield County Clerk and Recorder's Office; thence N 00°1122" E along said Southerly boundary 337.83 feet; thence continuing along said Southerly boundary N 89°51'49" E 217.99 feet; thence continuing along said. Southerly boundary N 00°16'49" W 489.87 feet; thence continuing along said. Southerly boundary S 89°49'20" E 1127.60 feet to the True Point of Beginning; EXHIBIT A -,BERKELEY A parcel of land situated in Section 33, Township 6 South, range 88 West of the Sixth Principal Meridian, and Section 4, Township 7 South, range 88 West of the. • Sixth Principal Meridian, County of Garfield, State of Colorado, being more. particularly described as follows: Beginning at the South 1/, corner of said Section 33; thence S. 68°50'25" E. 222.96 feet; thence N. 72°30'00" E. 300.00 feet; thence N. 35°00'00" E. 500.00 feet; thence S. 17°30'00" E.1850.00 feet to the southeast comer of the NW'/4NEY, of said Section 4; thence N. 89°49'27" W. along the south line of said NW1/TNE1/41330.86 feet to the southwest comer of said NW1/4SNE1/4; thence N. 00° 16'06" W. along the west line of said NWY E1/4 1341.00 feet to the South 1/4 corner of said Section 33, the point of bepnning. Said parcel contains 36.20 acres, more or less; • EXHIBIT A . CMC PROPERTY DESCRIPTION PARCEL A . A PARCEL OF LAND SITUATED IN THE SE1/4SE1/4 OF SECTION 32; SW1/4SW1/4 OF SECTION 33, TOWNSHIP 6 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN, THE NE1/4SW1/4, S1/2NE1/4, NW1/4SE1/4, AND LOTS 1, 4, 5, 6,.7, 8, 10, -AND 11, SECTION 4, E1/2 AND LOT 11 SECTION 5, LOTS 3, 4, AND 8, SECTION 8, LOTS 4, 5, 6, AND 7, SECTION 9, ALL IN TOWNSHIP 7 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN; SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: (THIS DESCRIPTION IS BASED ON DOCUMENTS OF RECORD AND DOES NOT REPRESENT AN ACTUAL BOUNDARY SURVEY BY. HIGH COUNTRY ENGINEERING,. - INC. NOR DOES IT REPRESENT A TITLE SEARCH) COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 4 TOWNSHIP 7 SOUTH RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE . S 33°20'30" W 995.70 FEET TO THE NORTHEASTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 500, AT PAGE 930, THE POINT OF BEGINNING; THENCE ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 500, AT PAGE 930, S 00°3025" E 1860.34 FEET TO THE SOUTHEASTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 500, AT PAGE 930; THENCE N 89°51'39" W ALONG THE SOUTHERLY LINE OF THAT.PARCEL DESCRIBED IN BOOK 500, ATPAGE 930, 938.17 FEET TO A POINT ON THE NORTHEASTERLY CORNER OFTHATPARCEL DESCRIBED IN BOOK 396 AT PAGE 36; THENCE LEAVING SAID S0UTHERLY LINE S 00°30'30" E ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 396 AT PAGE 36 1264.90 FEET, TO THE SOUTHEASTERLY OF THAT PARCEL DESCRIBED IN BOOK 396 AT PAGE 36; THENCE S 89°49'00" W ALONG THE SOUTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 396 AT PAGE 36 1220.09 FEET, TO THE NORTHEASTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 474 AT PAGE 583; THENCE S 00°52'05 E ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 474 AT PAGE 583, 1263.08 FE..1, TO THE. NORTHEASTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920; THENCE S 00°38'41" W ALONG THE EASTERLY LINE OF THAT PARCEL, PAGE 1 923 COOPER AVENUE • GLENWOOD SPRINGS, COLORADO 81601 Telephone (970) 945-8676 • Fax (970) 945-2555 DESCRIBED IN BOOK 488 AT PAGE 920, 2198.27 FEET, TO. THE SOUTHWESTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920; INCE ALONG THE SOUTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920, THE FOLLOWING SEVEN (7) COURSES: • • . 1. S 88°42'41" W 361.02 FEET 2. N 00°00'00". W 317.99 FEET 3. S 69°5700" W.988.46 FEET 4.: • . -S 88°42'41" W 1601.16 FEET 5. . S 88°46'10" W1245.83 FEET 6: • N 00°05'49" W 1319.90 FEET. 7. • . S 88°43'38" W 361.09 FEET, TO A POINT ON THE.EASTERLYLLNE OF THAT PARCEL. DESCRIBED. IN BOOK 1105 'AT PAGE 980; THENCE ALONG THE EASTERLY LINE OF THAT. PARCEL DESCRIBED IN.BOOK 1105AT PAGE 980, THE FOLLOWING SEVEN (7) COURSES: . • • - 1 ALONG .THE ARC OF A. CURVE TO THE LEFT HAVING A RADIUS OF 83x.00 FEET AND A CENTRAL ANGLE OF 03°33'35" A DISTANCE OF 51.57 FEET (CHORD BEARS N 19°17'25" E 51:56 FEET) 2. - N 17°30'37" E 157.95 FEET • 3. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 3636.48 FEET AND A'CENTRAL ANGLE OF 03°06'15 A DISTANCE OF 198.32 FEET (CHORD BEARS N 19°03'46".E 19829 FEET) . - , 4. N 20°36'53" W 271.04 FEET 5. ALONG THE ARC .OF A NONTANGENT CURVE TO THE RIGHT HAVING • . A RADIUS OF 1086.84 FEET AND A CENTRAL ANGLE OF 11°15'00" A .. DISTANCE OF 213.40 FEET (CHORD BEARS N 25°3703" E 213.06 FEET) • 6. N 31°14'33" W763.781,T 7. N 57°53'00" W 28.37FEET, TO A PONT .ON THE WESTERLY LINEOF THAT PARCEL DESCRIBED. IN BOOK 488.AT PAGE 920; THENCE ALONG THE. . WESTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 488 AT PAGE 920, THE FOLLOWING FOUR (4) COURSES: • 1. N 32°07'00" E 150.31 FEET 2. N 43°58'38" E 132.65 FEET . 3. N 64°10'20" E 392.30 FEET . 4. N 72°07'36" E 362.63 FEET, TO THE SOUTHWESTERLY CORNER OF THAT QUITCLAIM DEED DATED AUGUST 14, 1997 FROM LOS AMIGOS RANCH PARTNERSHIP, A COLORADO GENERAL PARTNERSHIP, TO COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT, A STATUARY JUNIOR COLLEGE DISTRICT; THENCE PAGE 2 N 00°11'28" W ALONG THE WESTERLY LINE OF THAT QUITCLAIM DEED DATED AUGUST 14, 1997 FROM LOS AMIGOS RANCH PARTNERSHIP, A COLORADO GENERAL PARTNERSHIP, TO COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT, A STATUARY JUNIOR COLLEGE DISTRICT 517.38 FEET; TFENCEN 64°04'19" E ALONG THE NORTHERLY LINE OF THAT QUITCLAIM DPT DATED AUGUST 14, 1997 FROM LOS AMIGOS RANCH PARTNERSHIP, A COLORADO GENERAL PARTNERSHIP, TO COLORADO MOUNTAIN JUNIORCOI.T.FGE DISTRICT, A • STATUARY JUNIOR COLLEGE DISTRICT 55.12 FEET, TO A POINT ON THE WESTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 399 AT PAGE 265; THENCE N 00°12'00" W ALONG THE WESTERLY LINE OF THAT PARCEL.DESCRIBED IN BOOK 399 AT PAGE 265, 4501.86 .F.E.ET; THENCE S 89°58'54" E ALONG THE NORTHERLY :LINE OF THAT PARCEL DESCRIBED IN BOOK 399 AT PAGE 265,201.02 FEET; THENCE CONTINUING ALONG THE NORTHERLY LINE S 89°54'5:1" E OF THAT PARCEL DESCRIBED Th BOOK 399 AT PAGE 265, 177.38 'FEET; THENCE S 00°07'35" E 'ALONG THE EASTERLY LINE. OF THAT PARCEL DESCRIBED IN BOOK 399 AT PAGE 265, 830.32 FEET, TO A POINT ON THE NORTHERLY LINE OF THAT PARCEL' DESCRIBED IN BOOK 396 AT PAGE 39; THENCE S 89°45'40" E ALONG- TIM NORTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 39.6. AT. PAGE 39,.2528.08 NET, TO THE NORTHEASTERLY CORNER OF SAID PARCEL; THENCE S 00°29'34 E ALONG THE EASTERLY LINE OF THAT PARCEL DESCRIBED IN BOOK396 AT PAGE 39, 1353.48 FEET, TO THE NORTHWESTERLY CORNER OF THAT PARCEL DESCRIBED IN BOOK 500 AT PAGE 930; THENCE ALONG THE NORTHERLY LINE OF THAT PARCEL DESCRIBED IN BOOK 500 AT PAGE 930, THE FOLLOWING THREE (3) COURSES: 1. S 89°58'00" E 1343.30 FEET 2. N 00°35'00" W 514.40 FEET 3. S 89°58'00" E 785.70 FEET, TO THE POINT OF BEGINNING; SAID PARCEL. CONTAINING 701.725 ACRES MORE OR LESS. . PAGE 3 K\WP\97\498\CMCBDES �.,�� NG/i✓E .47e7VG EXHIBIT A CMC PROPERTY DESCRIPTION PARCEL B A PARCEL OF LAND SITUATED IN THE SOUTHWEST ONE QUARTER OF SECTION 34, TOWNSHIP 7 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN; SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: (THIS DESCRIPTION IS BASED ON DOCUMENTS OF RECORD AND DOES NOT REPRESENT AN ACTUAL BOUNDARY SURVEY BY HIGH COUNTRY ENGINEERING, INC. NOR DOES IT REPRESENT A TITLE SEARCH) COMMENCING AT THE W1/4 OF SAID SECTION 34; THENCE'S 89°57'00" E ALONG THE NORTHERLY LINE OF SW1/4 OF SECTION 34, TOWNSHIP 7 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL MERIDIAN 201.94 i•ht,T, TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE S 89°5700" E 2479.45 FEET TO THE W1/16 OF SAID SECTION 34; THENCE S 04°07'00" E ALONG THE. EASTERLY LINE OF SAID SW1/4 2385.35 FEET, TO THE SW1/16 OF SAID SECTION 34; THENCE S 88°11'37' W ALONG. THE SOUTHERLY LINE. OF SAID SWI/4 1700.46 FEET; THENCE LEAVING SAID SOUTHERLY LINE N 02°50'09" W 1220.49 FEET; THENCE S 89°02'17" W 807.16 FEET; THENCE N 03°53'31" W 1232.36 FEET TO THE POINT OF BEGINNTNG; SAID PARCEL CONTAINING 115.579 ACRES MORE OR LESS. K \WP197\098\CMCBDES 923 COOPER AVENUE • GLENWOOD SPRINGS, COLORADO 81601 Telephone (970) 945-8676 • Fax (970) 945-2555 EXHIBIT A LOS AMIGOS RANCH PUD Township 6 South, Range 88 West of the 6th P.M. Section 31:SE 3/4 and Lot 2 Section 32:SY2SW'/4, Lot 7 and SEY4SEY4 Section 33:Lots 18 and 19 Township 7 South, Range 88 West of the 6th P.M. Section 5:Lots 3, 4, 5, 6, 7, 11 and the easterly one-half of Lot 10, NE Y4 SW'/4 , NWY4SEY4, SE'/4NWY4 and NE'% Section 6:Lots 2, 3, 4, 5, 6, 7, SW Y4 NE Y4 , and NW Y4 SE Y4 Township 6 South, Range 89 West of the 6th P.M. Section 35:Lots 1, 2, 10 and 16 Section 36:SE'/4 , N'h SW Y4 , NEY4, NW Y4 and Lots 1 and 2 EXCEPTING from the above described property the parcels of land as - follows: (1) William E. Poster and Bruce Dixson by deed recorded in Book 374 at Page 480; (2) Colorado Mountain Junior College District by deeds recorded in Book 381 at Page 537 and Book 399 at Page 265; (3) Board of County Commissioners of Garfield County, Colorado, by deed recorded in Book 409 at Page 220; (4) All that portion of Lot 2, Section 6, Township 7 South, Range 88 West of the 6th P.M. lying Southwesterly of the Southeasterly right-of- way fine of a county road known as the "college road". Together with any and all water, water rights, water structures, ditches, laterals, welis, and other water and water facilities of every kind and nature, without limitation, appurtenant thereto, PROVIDED, HOWEVER, that the said conveyance of water rights is without any warrants of title whatsoever. Parcel 1: That part of T. 7 S., R. 88 W. of the 6th P.M., being all of Lot 9 and the Westerly one-half of Lot 10 of Sec. 5, all of Lot 5 of Sec. 8 and that part of Lot 4 of Sec. 8, lying Westerly of the Westerly right-of-way line of a county road as constructed and in place, the Westerly right-of-way line of said road being described as follows: Beginning at a point on the Southerly line of said Lot 4, said point being on the Westerly right-of-way line of said county road, whence the NE Comer of said Sec. 8 bears: N. 60°03'34" E. 1933.73 feet; thence N. 03°12'18" E. 242.69 feet along the Westerly right-of-way line of said county road; thence N. 14°58'08" E. 144.01 feet along the Westerly right-of-way line of said county road; thence N. 52°07' E. 691.57 feet along the Westerly right-of-way line of said county road to a point on the Northerly line of said Lot 4. EXCEPT the Westerly 1024 feet of said Lot 5, Sec. 8 and said Lot 9, Sec. 5. Parcel 2: Lot 8 of Section 5, Lots 8 and 9 of Sec. 6, Lots 10 and 11 of Sec. 7 and Lot 6 of Sec. 8, T. 7 S., R. 88 W. of the 6th P.M. EXCEPT all that part thereof heretofore conveyed by deeds recorded as Document No. 249250 in Book 418 at Page 1; Document No. 248001 in Book 409 at Page 220; and The Westerly 1024 feet of Lot Five (5), Section Eight (8), and Lot Nine (9), Section Five (5), Township 7 South, Range 88 West of the 6th P.M.; and A tract of land in the SW'/4 SE'/4 of Section 32, Township 6 South, Range 88 West of the 6th Principal Meridian, being more particularly described as follows: Beginning at a Garfield County Surveyor brass cap in place and properly marked for the center quarter corner of said Section 32, thence S. 89°00'23" E. 1314.62 feet along the north line of the NW% of the SE'/4 of said Section 32; thence S. 01°48'29" W. 2465.40 feet along the east line of the W1/2SE'/4 of said Section 32 to the true point of beginning; thence continuing S. 01°48'29" W. 136.26 feet along the east line of the SW Y4 SE'% of said Section 32 to the SE comer of the SW'/.SE% of said Section 32; thence N. 39°43'26" W. 6.18 feet along the south line of the SW'/4 SE'/4 of Section 32 to a fence line as built and in place; thence N. 04°24'02" E. 136.56 feet along said fence line to the true point of beginning, containing 0.010 acres more or less; and A parcel of land situate in the South half of Section 32, Township 6 South, Range 88 West of the 6th Principal Meridian, being more particularly described as follows: Beginning at the South quarter corner of said Section 32; thence along the east line of the SW % of said Section 32, N. 02°22'30" E. 1309.47 feet to the NE comer of the SEY4 SWY4 of said Section 32; thence along the north line of the SE'h SW Y4 of said Section 32, N. 88°54'34" W. 2560.91 feet to the northwest corner of the SW %4 SW %4 of said Section 32; thence along the west line of the SW'% of said Section 32, N. 03°10'51" E. 7.36 feet to a point on a fence line as built and in place; thence along said fence line N. 89°43'23" E. a distance of 2725.52 feet to a fence corner; thence S. 09°03'54" W. 1395.04 feet along said fence line to the point of beginning, containing 4.796 acres, more or less. Together with a tract of land described in Document recorded as Rec. No. 512958 in Book 1031 at Page 798. EXCEPTING FROM THE ABOVE those parcels of land described in document recorded as Reception No. 334675 in Book 613 at Page 566. ALSO EXCEPTING Resubdivision of Los Amigos Ranch Filing No. 1, County of Garfield, State of Colorado, according to the plat thereof recorded 25 February 1983 as Rec. No. 344098. ALSO EXCEPTING Los Amigos Ranch Subdivision No. 2, Filing No. 1, County of Garfield, State of Colorado, according the plat thereof recorded 10 July 1984, as Rec. No. 353877. ALSO EXCEPTING Los Amigos Ranch Subdivision No. 2, Filing No. 2, County of Garfield, State of Colorado, according to the plat thereof recorded 10 November 1992, as Rec. No. 441028. ALSO EXCEPTING Los Amigos Ranch Subdivision No. 2, Filings 3 and 4, County of Garfield, State of Colorado, according to the plat thereof recorded 16 May 1994, as Rec. No. 463201. ALSO EXCEPTING Los Amigos Ranch Filing 5, Phase 1, County of Garfield, State of Colorado, according to the plat thereof recorded 26 August 1997, as Rec. No. 512790. ALSO EXCEPTING Los Amigos Ranch, Filing 5, Phase 2, County of Garfield, State of Colorado, according to the plat thereof recorded 12 August 1998, as Rec. No. 530431. ALSO EXCEPTING those lots shown as Rural Residential and Fiiing 2A according to Board of County Commissioners Resolution No, 96-34 recorded 18 June 1996, in Book 982 at Page 103. ALSO EXCEPTING a tract of land situate in Section 5, Township 7, South, Range 88 West of the 6th Principal Meridian being more particularly described as follows: Beginning at a point whence the NE corner of Section 8 of said Township and Range bears S 02°29'58" E 1058.99 feet; thence N 00°01'13" W 505.32 feet; thence N 64°15'15" E 55.12 feet to the west line of a tract of land described in Book 399 at Page 265 of the records of the Clerk and Recorder of Garfield County, Colorado; thence S 00°01'13" E 509.03 feet along said west line to the north right-of-way line of County Road 114; thence S 67°49'48" W 53.61 feet along said right-of-way to the point of beginning, containing 0.578 acres more or Tess. KW:Ic/1503A.1 1 EXHIBIT A PINON PINES A parcel of land situate in the NE'/4 of the SW /. of Section 4, Township 7 South, Range 88 West of the Sixth Principal Meridian, being more particularly described as follows: Bermtng at the Southeast Comer of said Section 4, thence N. 72°21'48" W. 4226.11 feet to the Southwest Comer of said NE 1/4 of the SW'//; thence S. 89°53'11" E_ 281_52 feet along the South line of said NE1/4 of the SW'/4 to the true point ofbeg�ning; thence N. 15°58'59" E. 137.70 feet; thence N. 83 °50'11" W. 233.03 feet; thence N. 00°01'47" W. 24420 feet; thence S. 89°54'26" E_ 55122 feet; thence S. 82°2714" E. 65.88 feet; thence S. 01°16'01" E. 393.00 feet; thence N. 89°53'11" W. 43133 feet along the South line of said NE1/4 of the SWI/4 to the true point of beginning EXHIBIT A - AUBURN RIDGE Lot 2 Resubdivision of Los Amigos Ranch Filing No. 1 County of Garfield State of Colorado Also known as 0228, 0230, 0284 and 0286 Auburn Ridge Lane, Glenwood Springs, CO 81601 11 7 1 2 A 4 k raliCIENEE1P-a` ilqpi -I 0.1 1 1 t 1 S R 1 N a a I t 1 5 t S 9 L a t a f a i 1 rn x E 0 SPRING VALLEY SANITATION DISTRICT EXHIBIT 0 PLANT PROJECT BUDGET A, CAPITAL COSTS 1. Wastewater Treatmerrt Facility 2. Valley. Lift Station1Farce Mein 3. Effluent Lift Station/Force Mein 4. Lower Bench Lift Station/Force Maln $2,938,000 $ 387,000 $ 356,000 $ 371,000 Subtotal, Capital Coats $4,054,000 B. EASEMENTS/PROPERTY ACQUISITION C PRE -CONSTRUCTION AGREEMENTS 0. CONSTRUCTION PHASE 1. Construction Management 2. Legal/Administrative 3. Administrative 501.\O9.•adt MG:lac -0- $ 223,000 $ 203,000 9 30,000 Subtotal, Construction Phase $ 233,000 TOTAL. PLANT PROJECT BUDGET $4,5DE 7,99 EXHIBIT E 35 ACRE LOTS BOUNDARY A parcel of Land located in Sections 14, 15, 16, 21, 22, 23, 26, and 27, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Northeast Comer of Section 20, Township 6 South, Range 88 West, Sixth Principal Meridian being a 2-1/2 inch GLO Brass Cap found in place said tamer also being on the west line of said Section 16 thence N 00'00'14" W a distance of 2631.77 feet along the west line of said Section 16 to the East Quarter Corner of Section 17, T. 6 S., R. 88 W., 64" P.M. being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°08'04' W a distance of 340.70 feet continuing along the west line of said Section 16 to the West Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00'01'47 E a distance of 1047.99 feet continuing along the west linecf said Section 16 to the southwest comer of a parcel of land described in Book 448, Page 284 in the office of the Garfield County Clerk and Recorder, thence the following three courses along the boundary of said parcel described in Book 448, Page 28.4: 1. thence N 89°16'4T E a distance of 334.10 feet; 2. thence N 03'35'4T E a distance of 252.06 feet; 3. thence N 88'27'52° W a dis=nce of 349.87 feet to a point on the west line of said Section 16; thence N 00°01'4T E a distance of 977.15 feet along the west line of said Section 16 to the Northeast Corner of said Section 17 being a 2-1/2 inch GLO Brass Cap found in place; thence N 0C°01'20' W a distance of 344.80 feet continuing along the west line of said Section 16 to the Northwest Comer of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89'57'15' E a distance of 2703.26 feet along the north line of said Section 16 to the North Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89'57'09" E a distance of 2637.87 feet continuing along the north line of said Section 16 to the Northeast Comer of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°58'17 E a distance of 2638.56 feet along the north line of said Section 15 to the North Quarter Corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place; thence S 89'59'36" E a distance of 1318.31 feet continuing along the north line of said Section 15 to the west line of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (LS. 15710) found in place whence the northeast comer of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 89'59'36" E 1318.31 feet thence S 0C°00'09" E a distance of 1312.36 feet along the west line of the NE1/4NE1/4 of said Section 15 to the southwest comer of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place: thence N 89°55'46' E a distance of 1317.67 feet along the south line of the NE1/4NE1/4 of said Section 15 to the southeast comer of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 89'58'46' E a distance of 1320.64 feet along the north line of the SW1/4NW1/4 of said Section 14 to the northeast corner to the SW1/4NW1/4 of said Section 14 being a 3 -inch Aluminum Cap (LS. 16710) found in place; thence S 00°01'34' W a distance of 1312.94 feet along the east line of the SW1/4NW1/4 of said Section 14 to the southeast comer of the SW1/4NW1/4 of said Section 14: thence S 00'01'19" E a distance of 2647.58 feet along the east line of the W12SW1/4 of said Section 14 to the southeast comer of the W1/2SW1/4 of said Section 14; thence S 89'59'40° E a distance of 1318.39 feet along the north line of said Section 23 to the North Quarter Corner of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00'05'23" E a distance of 5277.46 feet along the east line of the W12 of said Section 23 to the South Quarter Corner of said Section 23 being a 2-1/2 incri GLO Brass Cap found in place; thence S 00°00'49" W a distance of 5529.94 feet along the east Zine of the W12 of said Section 26 to the South Quarter Comer of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°59'30' W a disthnce of 31.37 feet along the south Zine of said Section 26 to the North Quarter Comer of Section 35, T. 6 S., R. 88 W., 6'n P.M., being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°41'15" W a distance of 1292.34 feet along the south line of said Section 26 to the southeast comer of Lot 14 of said Section 26; thence N 00'21'37" E a distance of 372.49 feet along the east line of said Lot 14, Section 26 to the northeast comer of said Lot 14; thence N 89°53'31' W a distance of 1611.72 feet along the north line of said Lot 14 to the northwest comer of said Lot 14; thence S 00°00'14' W a distance of 525.17 feet along the west line of said Lot 14 to the Southwest Comer of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place: thence N 89°14'59" W a distance of 598.59 feet along the south line of said Section 27; thence N 00°45'03" E a distance of 425.99 feet; thence N 08°45'36" W a distance of 1546.11 feet; thence N 25°5T08' W a distance of 1863.71 feet thence N 57'12'11' W a distance of 1507.60 feet thence N 33°4314" W a distance of 2585.68 feet thence N 67'46'01' E a distance of 38.27 feet; thence N 33°43'34° W a distance of 993.23 feet thence N 33°15'31' W 2 distance of 2260.78 feet thence N 62°54'53" W a distance of 3597.58 feet; thence N 54'19'21' W a distance of 124.93 feet thence S 49.04'45' W a distance of 1186.94 feet; thence N 03'4314" W a distance of 470.01 feet to the Northeast Comer of said Section 20 being the POINT OF BEGINNING containing 3,029.48 acres more or less, prior to the following excepted parcel: 1) SECTION 15 EXCEPTION PARCEL A parcel of land being the Northwest Quarter of the Southwest Quarter of Section 15, Township 6 South Range 88 West, of the Sixth Principal Meridian, said parcel being further described as follows: Beginning at the West Quarter Comer of said Section 15 being a 2-112 inch GLO Brass Cap found in place, thence N 89°51'0T E for a distance of 1323.59 feet along the North line of the NW1/4SW1/4 of said Section 15 to the northeast comer of the NW1/4SW1/4 of said Section 15; thence S 00°01'49" E for a distance of 1540.50 feet along the East line of the NwI/4SW1/4 of said Section 15 to the Southeast Comer of the NW1/4SW1/4: thence S 89°5825" W for a distance of 1323.59 feet along the south fine of the NW1/4SW1/4 of said Section 15 to the southwest comer of the NW1/4SW1/4 of said Section 15; whence the Southwest Corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 00'01'49' E for a distance of 1537.70 feet; thence N 00°01'49' W for a distance of 1537.70 feet along the west rine of the Nw1 /4SW1/4 of said Section 15 to the northwest comer of the NW1/4SW1/4 of said Section 15 being the POINT OF BEGINNINIG containing 46.76 acres more or less. The 35 Acre Lot Parcel total area minus the exception is 2982.72 acres more or Tess. EXHIBIT F AGREEMENT -t-Y THIS AGREEMENT is. made and entered into this /5 -53 -of December, 1999, by and between SPRING VALLEY SANITATION DISTRICT, a Colorado Special District ("District") and COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT, a Statutory Junior College District ("CMC"). WITNESSETH: WHEREAS, the District is a provider of wastewater treatment services for property owners located in Spring Valley, near Glenwood Springs, Colorado; and WHEREAS, the District provides wastewater treatment services to CMC according to the terms and conditions of that certain Sewage Treatment Services Agreement dated July 2, 1979 and the District's Service Plan dated July 1979 ("District Formation Documents"); and WHEREAS, the District and CMC executed a Lease and Agreement dated February 26, 1980, which provides for the District's use of CMC property for the District's wastewater treatment facilities ("Lease Agreement"); and WHEREAS, the District and CMC have entered into agreements which establish additional terms and conditions of CMC's use of the District's wastewater treatment services, including but not limited to that certain Agreement Concerning Improvement of Wastewater Treatment Facilities dated April 30, 1988, that certain Agreement dated October 14, 1992, and that certain Agreement dated February 15, 1996, (the "Prior Agreements"); and WHEREAS, the District and CMC executed that certain CMC Tie -In Agreement dated December 18, 1996 (the "Tie -In Agreement") which established the parties' mutual rights and obligations concerning CMC's use or non-use of the District's facilities for an additional 35 EQRs to service new dorm units constructed in 1997 (the "New Dorms"); and WHEREAS, the District Formation Documents, the Lease Agreement, the Prior Agreements, and the Tie -In Agreement provide, inter alia, the District with its existing wastewater treatment facilities, a long term lease for use of CMC property upon which the existing District facilities are located, and the District agreement to provide wastewater treatment service to CMC to serve the CMC property and property owned by Colorado Pinon Pines, Ltd. ("Pinon Pines"); and WHEREAS, CMC utilized an additional 35 EQRs of the District's wastewater treatment facilities to service the New Dorms in September, 1997; and F: \ 1999\Ag rcement3\S VS D-CMC-Agmt- Final. wpd WHEREAS, the District and CMC have agreed with other landowners in the Spring Valley area to construct expanded and upgraded wastewater treatment facilities (the "New Plant") to serve the regional requirements in Spring Valley, including CMC's New Dorms and 26 additional EQRs for future use on the CMC property; and WHEREAS, the District and CMC have identified the rights and obligations of the parties by entering into a Pre -Inclusion and Wastewater Treatment Plant Development Agreement (the "Plant Development Agreement"), dated , 1999, which agreement is also executed by Spring Valley Development, Inc., Berkeley Family Limited Partnership, Los Amigos Ranch Partnership, Pinon Pines, and William and Pamela Gibson ("Auburn Ridge"); and WHEREAS, the parties desire to incorporate this Agreement into the Plant Development Agreement, by designating this Agreement as Exhibit F thereto; and WHEREAS, the District and CMC desire to resolve all remaining issues between the District and CMC prior to the completion of the New Plant and the inclusion of the CMC property within the District pursuant to the Plant Development Agreement; and WHEREAS, the District and CMC desire to set forth the terms and conditions pursuant to which all remaining outstanding issues between the District and CMC will be resolved, the District's and CMC's mutual rights and obligations under the District Formation Documents will be modified, the Prior Agreements and the Tie -In Agreement will be suspended and later terminated, and the CMC property will be included within the District. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties, on behalf of themselves, their successors, assigns, or transferees, agree as follows: 1. Incorporation of Recitals. The foregoing recitals are incorporated herein by reference. 2. The District Formation Documents and Prior Agreements. The parties agree that, to the extent this Agreement is in conflict with the District Formation Documents and the Prior Agreements, the terms and conditions of this Agreement shall control. 3. The Tie -In Agreement. The parties agree to resolve all issues regarding the Tie -In Agreement. Therefore, subject to the provisions of paragraphs 8 and 9 below, the parties agree that the Tie -In Agreement and any rights or claims thereunder shall be suspended until commencement of New Plant operations, at which time the Tie -In F:\ 1999\Agreernenta SVSD-CMC-Agmt-Fiml.wpd 2 Agreement and any rights or claims thereunder shall terminate. Resolution of the Tie -In Agreement issues shall include the following terms and conditions: a. The District agrees to provide temporary wastewater treatment service to CMC for the New Dorms connected to the District's facilities in September, 1997. Such temporary service shall be for 35 EQRs, and is contingent upon CMC's execution of the Plant Development Agreement and compliance with the terms and conditions thereof. b. CMC shall not be obligated to pay system development fees for temporary service for the 35 EQRs prior to commencement of New Plant operation as identified in the Plant Development Agreement. c. CMC agrees to pay the District a lump sum in the amount of Seventeen Thousand Five Hundred Thirty -Three Dollars and Nineteen Cents ($17,533.19) for temporary service for the 35 EQRs from September, 1997 through and including October, 1999. All payments received by the District reflect a final settlement of past temporary use by CMC of the District's facilities, subject to the provisions of paragraph 8, below. Payment of the lump sum by CMC to the District shall occur as follows: i. Eight Thousand Seven Hundred Sixty -Six Dollars and Sixty Cents ($8,766.60) shall be due and payable to the District upon execution of this Agreement. ii. The remaining Eight Thousand Seven Hundred Sixty -Six Dollars and Fifty -Nine Cents ($8,766.59) shall be due and payable upon award of plant bid as identified in Paragraph 17 of the Plant Development Agreement. d. Upon execution of this Agreement, the parties agree that CMC shall be billed for the additional 35 EQRs of usage at the rate of Sixteen Dollars Thirty -Two Cents ($16.32) per month per EQR. CMC shall be obligated to pay such monthly service fees to the District beginning November 1999 until commencement of New Plant operation under the Plant Development Agreement or termination of this Agreement, whichever occurs first. The District, in its sole discretion, may modify CMC's monthly service fee in order to ensure payment of District obligations for operations, maintenance, repair and replacement of its existing facilities; provided, however, in no event shall the District assess a service fee on CMC for the additional 35 EQRs which exceeds the rate per EQR charged to Auburn Ridge or any other contract user served by the District. F: \ 1999\Ag reernente\S VS D-CMC-Agmt- Final. wpJ 3 e. Subject to the terms and conditions of paragraphs 8 and 9 below, the District and CMC agree that resolution of issues in the Tie -In Agreement reflects a final settlement between the parties, does not constitute an acknowledgment of breach by either of the parties, and execution of this Agreement is intended to resolve such matters without any implication of wrongdoing by either party. f. In light of the additional 35 EQRs connected to the District's facilities for the New Dorms, for which CMC is agreeing to pay past and future service fees as set forth in paragraph 3, above, the parties agree to adjust the percentage of operation and maintenance (O&M) costs paid by CMC for CMC and Pinon Pines' usage. CMC currently pays 79.37% of the District's annual O&M costs and is responsible for the same percentage of capital repair and replacement costs. CMC's percentage shall hereafter be reduced to 60%. In recognition of the difficulty of calculating CMC's payment each year, however, the parties agree that upon execution of this Agreement CMC shall pay $5,000 as its share of 1999 O&M costs for CMC and Pinon Pines' usage, receipt of which is hereby acknowledged by the District, and $3,750 per year thereafter, due and payable on July 1 of each subsequent year and pro -rated to the date of commencement of New Plant operation. CMC further agrees to pay 60 % of any extraordinary capital repair and replacement costs necessarily incurred by the District to keep the existing plant in operation until commencement of New Plant operation. 4. CMC Wastewater Treatment Facility Collection Lines. a. CMC owns wastewater collection and trunk lines on its property which carry wastewater from CMC facilities and from Pinon Pines to the existing wastewater treatment plant. CMC's collector line and Pinon Pines' collector line join on CMC's property, and one trunk line carries wastewater from the junction to the existing plant. b. Upon award of the Plant construction contract under paragraph 17 of the Plant Development Agreement, CMC shall dedicate to the District its trunk line from the junction of the CMC and Pinon Pines lines to the existing plant. The District may use such line for as long as the District, in its discretion, determines that it is feasible to use the existing line. Thereafter, the District, at its expense, shall abandon such line in accordance with federal, state and local regulatory requirements. c. The District shall install a new wastewater trunk line from the Spring Valley Drainage to the existing plant site, pursuant to the terms and conditions of the Plant Development Agreement. The District shall install the new trunk line F:11999\Ag rcemcnu'S VS D-CMC-Agmt- Final. wpd 4 along the general alignment of the existing trunk line at the points of intersection with the existing CMC and Pinon Pines collection lines; provided, however, the District may create a new trunk line alignment above and below such points of intersection if necessary. When the District's new trunk line is installed, CMC shall connect to it at CMC's expense and in accordance with reasonable design standards of the District. All collection lines carrying sewage from CMC facilities to the District's trunk line shall remain CMC's private lines, and CMC shall bear all costs and liability for the operation, maintenance, repair, and replacement of such private collection lines. d. CMC shall dedicate to Pinon Pines the collection line across CMC property which carries wastewater from Pinon Pines to the trunk line, and grant to Pinon Pines the necessary easements therefor prior to the commencement of New Plant operations. CMC understands, pursuant to an agreement between the District and Pinon Pines, that the said collection line will be Pinon Pines' private line, that Pinon Pines will be responsible for connecting its line to the District's new trunk line at Pinon Pines' expense, and that Pinon Pines will be responsible for the cost and liability of operation, maintenance, repair, and replacement of its collection line. CMC and the District will cooperate in the implementation of this Agreement. 5. CMC Payment in Lieu of Taxes. The District plans to derive revenues for the operation, maintenance, repair, and replacement of its facilities from a combination of monthly service fees and property tax revenues as set forth in the Plant Development Agreement. CMC as a governmental entity is exempt from property taxation and the service fees paid by CMC will not cover CMC's full share of the cost of service. To ensure that CMC pays its full share of the cost of service, CMC agrees to pay to the District a payment in lieu of taxes ("PILT") upon CMC's inclusion into the District and the commencement of operation of the New Plant. CMC's agreement to make a PILT shall not be construed to impair in any way CMC's status as a tax-exempt entity, and may not be relied upon by any third party for any purpose. The amount of CMC's PILT obligation shall be determined based upon the assessed valuation of CMC's property and improvements as determined by the Garfield County Assessor, subject to the following terms and limitations: a. The parties shall jointly request that the Assessor determine the assessed valuation of CMC's property in accordance with the criteria identified in the Colorado Revised Statutes, as amended, and as set forth below, reserving to CMC the same right to challenge such valuation as CMC would enjoy if it were not tax-exempt. If the statutory appeal procedures are not made available to CMC because of its tax exempt status or any other reason, the parties will attempt to resolve any dispute between themselves, and if they are not able to do so within 60 days, they shall submit the dispute to binding arbitration. F: \ 1999\Agrumeau\S V SD -CMC -Ag mi- Final. wpd 5 b. The assessed valuation of CMC property which includes dormitory, single- family, or multi -family dwelling unit improvements shall be considered residential use for assessed valuation purposes. c. The assessed valuation of CMC property which is vacant with no improvements shall be considered agricultural use for assessed valuation purposes. d. The assessed valuation of all other CMC property and improvements shall be classified by use as determined by the Assessor in his or her discretion, subject to CMC's right to challenge the classification. e. The ratio of CMC's annual PILT obligation to the total tax payments of all other property owners in the District shall not exceed the ratio of CMC's EQRs receiving treatment service from the District to the total EQRs of all other customers receiving treatment service from the District. For example, if CMC has 86 EQRs receiving service from the District, and all other customers have a combined total of 172 EQRs (a ratio of 1:2), and all other property owners pay a combined total of 510,000 in taxes, then CMC's PILT payment shill not exceed $5,000 (also a ratio of 1:2). In other words, CMC EQRs receiving service, divided by all other customer's EQRs receiving service, multiplied by all tax revenues received by the District from all other property owners, equals CMC's maximum PILT obligation. f. During the first five (5) calendar years of operation of the new plant, with the first calendar year of operation prorated accordingly, CMC's annual PILT obligation shall not exceed Five Thousand Dollars ($5,000.00). g. On March 1 of each year, the District shall provide written notice of the previous calendar year's PILT obligation to CMC. CMC shall pay its PILT obligation for the preceding calendar year to the District no later than April 15. In the event CMC appeals the assessment or a dispute regarding valuation occurs, it shall pay its PILT obligation to the District under protest by the April 15 deadline. If CMC prevails on said appeal or dispute, the District shall immediately make any and all adjustments by refund to CMC. 6. Credit of Existing User Service Fee Accounts After Con mencement_of New Plant Operation. Upon the commencement of operation of the New Plant, the District shall provide an accounting of any remaining balance of the revenues collected from CMC, Auburn Ridge, in -District customers, or any other person or entity receiving or paying for service in the existing plant prior to the commencement of operation of the New Plant ("Existing Users"), and shall set aside any such balance in a separate fund (the "Existing User Fund"). The District intends to apply the Existing User Fund solely for the benefit of F: \ 1999\Ag reemenu\S VS D-CMC-Agmt- Fins l. wpd 6 Existing Users who paid for service in the existing plant. However, the District also considers it prudent and necessary to set aside some of the Existing User Fund as an emergency reserve to pay for any New Plant operation and maintenance expenses that cannot be paid out of New Plant revenues. The District hereby agrees to apply at least fifty percent (50%) of the Existing User Fund as a credit against Existing Users' service fees, standby fees, or tap fee loan repayment obligations under the Plant Development Agreement on a pro -rata basis according to Existing User EQRs at the date of commencement of New Plant operation. Unless later changed by mutual agreement, the basis for the pro -rata allocation shall be the following EQRs of Existing Users: a. CMC 86 EQRs b. Pinon Pines 46 EQRs c. Auburn Ridge 29.5 EQRs d. Existing in -District Users 49 EQRs The method and timing of these credits shall be determined by the District in its discretion, provided that the result shall be a pro -rata credit of at least fifty percent (50%) of the Existing User. Fund within two years after commencement of operation of the New Plant. Any portion of the Existing User Fund not credited to Existing Users within two years after commencement of New Plant operation may be used by the District for New Plant operation and maintenance costs, if the District determines in its sole discretion that it has insufficient revenues under the Plant Development Agreement to cover the operation and maintenance costs of the New Plant. If, however, the District finds- that it is not necessary to use the Existing User Fund for New Plant operation and maintenance costs within three years after the commencement of New Plant operation, then it shall apply the remainder of the Existing User Fund as a credit against Existing Users' service fees, standby fees, or tap fee loan repayment obligations under the Plant Development Agreement on a pro -rata basis according to EQR numbers listed above or as modified by mutual agreement. The method and timing of these credits shall be determined by the District in its discretion, provided that the result shall be a pro -rata credit of the remainder of the Existing User Fund within five years after commencement of operation of the New Plant. 7. Service to Pinon Pines. CMC currently pays the District for wastewater treatment provided to CMC and Pinon Pines. Pinon Pines is a contrast customer of CMC. The District and CMC agree that, until commencement of operation of the New Plant, CMC may continue to charge Pinon Pines for sewer service at rates to be determined by CMC and Pinon Pines, and that CMC will continue to pay the District based on the combined EQRs of CMC and Pinon Pines as provided for in Paragraph 3 above. Upon inclusion of Pinon Pines into the District and commencement of operation of the New Plant, Pinon Pines will become a direct customer of the District under the Plant Development Agreement, and the District F: \ 1999 \A g rum enu\S V S D -CMC -A g mt- Fin►1. wpd 7 will bill Pinon Pines directly for its service. CMC shall thereafter have no obligation to pay the District for Pinon Pines' sewer service. 8. Suspension/Termination of Agreements and Documents. a. The parties intend this Agreement to resolve all outstanding issues between them until the commencement of operation of the New Plant, when, pursuant to the Plant Development Agreement, the rights and obligations of the parties will be newly defined following the District's expansion and CMC's inclusion into the District. Therefore, the parties agree that the Prior Agreements, the Tie -In Agreement, and the District Formation Documents as they pertain to the parties hereto, shall be suspended upon execution of this Agreement. Upon commencement of New Plant operation, the Prior Agreements, the Tie - In Agreement (subject to the terms of paragraph 9, below), and the District Formation Documents as they pertain to the parties hereto, shall be expressly terminated and the rights and obligations of the parties will be governed pursuant to the Plant Development Agreement, the District's Amended Service Plan, the District's Rules and Regulations, and the terms and conditions of this Agreement. b. In the event that either the Plant Development Agreement is terminated, CMC is not included into the District or the New Plant does not commence operation, this Agreement shall immediately terminate and the parties shall retain all rights and claims they may have under any agreement or otherwise as of the date of this Agreement. Upon such termination, this Agreement shall have no precedential effect in a dispute between the parties, shall not be used as evidence in any legal proceedings, shall not be deemed a waiver of any party's position under any prior agreement, and any and all payments received by the District from CMC shall be offset against any final resolution of the dispute between the parties. The parties agree that any applicable statute of limitations shall be suspended while this Agreement is in effect. 9. Termination of Agreement: Future Dispute. Except as provided in paragraph 8 above, this Agreement shall not be terminated absent agreement by the parties hereto, their successors or assigns. The parties recognize a future dispute could arise concerning CMC's use of the District's wastewater treatment facilities for the New Dorms. In the event such a dispute is raised by a third party (neither the District nor CMC shall initiate such a dispute), the parties agree that the terms and conditions of this Agreement shall remain in full force and effect; provided, however, the parties agree to modify this Agreement to make it consistent with any order of the Court or any agreement of the parties hereto which resolves such dispute. The parties further agree that in the event of such a dispute, or litigation resulting therefrom, neither this Agreement nor its terms and conditions shall be admissible as evidence and such dispute shall be determined as if this Agreement never existed. F:\ 1999\Agreemenu\SVSD-CMC-Agmt-Final.wpd 8 10. Lease Agreement. The parties agree to enter into a new lease agreement for the New Plant prior to the award of plant bid as identified in Paragraph 17 of the Plant Development Agreement. The new lease shall be for sufficient land to accommodate the New Plant and reasonable expansions thereof, and necessary and reasonable access to the plant site. The existing Lease Agreement shall be terminated upon the execution of the new lease agreement. 11. Default by CMC: District Rules and Regulations In the event CMC fails to complete any obligation identified in this Agreement, the District shall declare CMC in default thereof. In the event CMC is deemed by the District to be in default of this Agreement, CMC shall be subject to the terms and conditions of the District's Rules and Regulations in effect at the time of default. 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 13. Valid Provision. If any provision of this Agreement shall be determined to be void or unenforceable by any court of competent jurisdiction, such determination shall not affect any other provision hereof, all of which other provisions shall remain in full force and effect. It is the intention of the parties that, if any provision of this Agreement is subject to two (2) constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 14. fees and Costs: Survival. Should this Agreement become the subject of litigation between the District and CMC, the prevailing party shall be entitled to reasonable attorney fees and costs of suit actually incurred, including expert witness fees, as well as any and all other costs incurred in connection with enforcing any provision herein. All rights concerning revenues, attorney fees, and/or enforcement costs shall survive any termination of this Agreement. 15. Authority. Each person signing this Agreement represents and warrants that he is fully authorized to enter into and execute this Agreement, and to bind the party it represents to the terms and conditions hereof. 16. Ratification of Plant Development Agreement. Except as expressly modified herein, the parties ratify and affirm the Plant Development Agreement. F: \ 1999\A g reemcnb\S VS D• C MC -A g mt• Fina 1. w pd 9 IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement in duplicate originals upon the day and year set forth above. SPRING VALLEY SANITATION DISTRICT By: ?1.k.. r .. L.t Grreg)Boecker, President COLORADO MOUNTAIN JUNIOR COLLEGE DISTRICT Dr. Robert H. Sypuhler, Vice President STATE OF COLORADO ) ss. COUNTY OF GARFIELD Subscribed and sworn to before me this/6-7'7...6y of L e -' 2r e -_- , 1999, by Greg Boecker as President of Spring Valley Sanitation District. (SEAL) My Commission Expires: C,/d6//C.03 STATE OF COLORADO ) ss. COUNTY OF GARFIELD Subscribed and sworn to before me this /SS, day of 1999, by Dr. Robert H. Spuhler as Vice President of Colorado Mountain Junior College District. (SEAL) My Commission Expires: tea: __57/y //2r/o3 Notary Public F: \ 1999\Ag rrcncn&.S VS D- C MC -A g mt- Fuel. wpd 10