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HomeMy WebLinkAbout22.01 BOCC Staff Report 09.07.2010TO FROM DATE REQUEST MEMORANDUM and of County Commissioners ed A. Jarman, AICP, Director, Building & Planning Department September 7, 2010 (continued from August 9, 2010) Final Plat for Phase I & Vested Property Rights for Spring Valley Ranch PUD (Public Hearing) APPLICANT Spring Valley Holdings, LLC REPRESENTATIVE Gamba & Associates (Mike Gamba) I. GENERAL SITE PLAN FOR PHASE I (Shaded Area) II. ACTION TAKEN BY BOCC ON AUGUST 9, 2010 As the BOCC will recall, the Applicant presented their request to the BOCC on 8/9/10 for approval for the Final Plat and Development Agreement to vest the project for 15 years. Staff recommended the BOCC approve the request. After hearing testimony from Lou & Donnalyne LaGiglia (the neighbors) regarding a former arrangement where the Applicant would provide a water well to the neighbors, the BOCC decided to continue the hearing to September 7, 2010 to provide time to the Applicant and the neighbors to see if they could come to an agreement. Staff reviewed the minutes of the original approvals (attached) and only found the following two substantive discussions: Lou LaGiglia Comment: I've probably been to every meeting here within the last six or seven years. We are making some progress not so much with the spring but what has happened is that Spring Valley Holdings has agreed to put in a well and share it with us. At this point in time the test well has been dug and part of the pipe has been laid. We don't have it finalized because we don't have our agreements in place for easements and things of that nature. Unfortunately the well was drilled within 600 feet of mine so that is another issue we have to address. This is just so different and you know over the last 8 years of coming here pleading and Tom has sat down with us and worked with us and it just tells you about the kind of people you're dealing with and they are willing to work out these problems. I think this plan is a much better plan and it should be approved. One other point, either Spring Valley Holdings or the LaGiglia are giving up their water rights in the BR Hopkins Spring. We are not by passing that we are just doing something different and we think this will work. Tom Gray Response: I appreciate Lou's comments on the water situation, we have been working with the LaGiglia and I think we have a solution. We have the well going and the tanks gong in. I think everybody will be pleased with the result. There was not a specific condition of approval beyond the following by the BOCC: #24 Subject to the terms hereof, the Applicant shall provide a nonexclusive easement to allow for the conveyance of water piped from the BR Hopkins Spring located on Spring Valley Ranch PUD property to a point where the water from the BR Hopkins Spring is used on the LaGigilia property. The easement is not required to follow the historic pipeline corridor and it can be relocated to a preferred location mutually agreed to by the parties who have a right to the BR Hopkins Spring and any property owner whose property the new pipeline may cross. This easement to the BR Hopkins Spring shall be designed to allow access to the spring of an adequate width in order to perform improvements to and maintenance on the spring and any portion of a pipe conveying water. This easement shall be depicted on the final plat for review. Further, the 2 Applicant shall be required to present the terms of the easement to the Planning Department for review at final plat and then subsequently recorded in the Office of the County Clerk and Recorder and cross referenced by reception #, book and page on the final plat. To date, Staff understood the two groups were discussing a solution. Staff received the letter (attached) from Lou & Donnalyne LaGiglia on August 30, 2010. III. BACKGROUND & PURPOSE The Board of County Commissioners (the Board) approved the Spring Valley Ranch Planned Unit Development (PUD) and Preliminary Plan on December 7, 2008 which is memorialized in Resolutions 2008-55 (corrected and amended in Resolution 2010-38) and Resolution 2008-56, respectively. Since that time, the BOCC awarded the Applicant a 1 -year extension to file the Final Plat which they have done within that time frame. Staff has worked with the Applicant to review the project against the required conditions of approval and the pertinent sections of the Unified Land Use Resolution of 2008, as amended. Based upon that review, Staff can now recommend the Board of County Commissioners sign the Final Plat for Phase I which basically includes platting of the open space in the lower meadows and improvements to the main entrance of the project with an entrance road (and utilities) of approximately 700 -feet in length into the project which requires a security in the amount of $266,074.55. The Applicant proposes to tender cash to the County in the form of a Treasurer's Deposit Agreement (TDA) to secure this infrastructure in Phase I. Information necessary for the Board to review this Final Plat Application includes the following documents in the packet: 1. Lagiglia Easement Grant (this was a condition of approval which has been completed) 2. Phase 1 Final Plat (in Mylar form) 3. Subdivision Improvements Agreement and Exhibits. (Staff recommends the BOCC direct the County Clerk to hold these documents and not record them until this security is in place.) 4. HOA Master Declaration 5. Landis Creek Metro District Easement Grant 6. Open Space and Road Deed 7. Development Agreement (for vesting of the development rights for a 'Site Specific Development Plan' for 15 years) IV. REQUEST The Applicant requests the Board 1) approve the Final Plat Application for Phase 1 of the Spring Valley Ranch PUD pursuant to Section 5-305 Unified Land Use Resolution of 2008, as amended and 2) grant vested property rights to the Spring Valley Ranch PUD pursuant to Section 1-202 of the Unified Land Use Resolution of 2008, as amended. 3 V. STAFF COMMENTS FOR VESTED PROPERTY RIGHTS The Applicant requests the Board grant vested property rights for a Site Specific Development Plan approved as the Spring Valley Ranch PUD for a period not to exceed 15 years. A vested property right means the Applicant maintains the right to undertake and complete the development and use of property under the terms and conditions of a site specific development plan for a three (3) year period without being affected by subsequent changes in County land use regulations. As you recall, due to the Targe size of the development and variable market conditions, the Board approved a phasing plan for the Spring Valley Ranch PUD which is memorialized in Resolution 2010-38 which contemplates 11 distinct phases requiring Final Plat Applications. Pursuant to Section 1-202(C), the Board has complete discretion to enter into a Development Agreement with an Applicant for longer than 3 years due to "all relevant circumstances including but not limited to project size and / or phasing of the development, economic cycles, and / or market conditions." Staff believes this project warrants a vested right of 15 years consistent with this section. VI. ACTION REQUESTED OF THE BOARD As a result of the foregoing, the Board is being asked to take action on the following points: 1) Approve the Final Plat Application for the Spring Valley Ranch PUD and authorize the Chairman to sign the Final Plat and Subdivision Improvements Agreement; 2) Approve the request for vested property rights for a Site Specific Development Plan for a period of 15 years for Spring Valley Ranch PUD and authorize the Chairman to sign the "Development Agreement"; 3) Direct the County Clerk and Recorder to hold the Final Plat until a Treasurer's Deposit Agreement in the amount of $268,735.30 (cash security of $266,074.55 plus a Treasurer's Fee of 1%, $2,660.75) has been signed by the Chairman of the Board of County Commissioners and the County Treasurer at which time the Clerk may record the Final Plat, Subdivision Improvements Agreement and associated documents; VH. STAFF RECOMMENDATION Staff recommends the Board approve the Final Plat Application and sign the Development Agreement granting vested property rights to the development as proposed. 4 t EXHIBIT a Pete Simmons — I've been to every one of these hearings. All the possible uses that these 1500 acres could go to this plan is the very best and beyond the wildest dreams than any of us ever had. I think it's a marvelous job that Spring Valley Holdings has done and I hope you will approve it. Michael Sullivan — 3780 County Road 115 — I would like to compliment the developers for their communication effort. They have done a great job with us. I would also like to compliment them on making water available to us which was a key issue. I feel so much better that I know when I turn on my shower in the morning that there will indeed be water. I believe this new plan is a better plan. I would like to have the Commissioners if you would please take a close look at the phasing and look at the road improvements on the phasing that is essential. As you know those are dangerous roads. I would like to mention that the stop signs and I know this is not a commission issue, but the stop signs and the signs and the turning lanes at 82 and CMC road are inadequate to handle the development and the additional traffic. Last if there is someway we can indeed be sure that the valley floor at times of drought is irrigated that would be wonderful as well. Linda Helmich — I basically said what I wanted to in the letter that we submitted. I'm encouraging you to vote for approval and we just love as neighbors that we have been included in the process and have been able to give a lot of input to the developers. If there was no development at all that would be first choice but we are glad to see that they want to do a really good job. Kelly Wood — Division of Wildlife — I've been reviewing this project from the '98 version. This is definitely an improvement over that and everyone is agreeing. It is kind of the worse of the two evils in my mind that this is less. There are still some concerns I have and I've tried to make notes as much as possible. Being aware that the Division of Wildlife is supported by hunting and fishing licenses only, there's no property tax, there's no income tax, there's no taxes that would help with wildlife in this area. So when we look at this project, I'm looking at how much more of my time is going to be spent on this project. It is not going to be funded from the Division of Wildlife stance. They mentioned the elk management plan, what actually is that plan how is that defined? Is there hunting going to be allowed and what parameters, that type of thing. I haven't' actually seen the plan so I am concerned when they talk about that well, what does that really mean? If you approve this plan and then that goes by the wayside what can we go back and do? I would like that to be addressed before the approval of this project. Also clustering, we've talked about that before. I don't see as much clustering as I would like to see in this project of the home sites. When Eric did his presentation• of how much habitat will be disturbed he didn't include roads and roadways in that disturbance area, which does increase the acreage of unusable portions to wildlife. So I think that needs to be addressed as well as easements, things that decrease the overall open space so to speak for the wildlife. What if this project goes bankrupt, i.e. the Bair Chase project? What happens to the wildlife habitat if it has been decimated and just left there? Is there any plan in place? I think we all see the visual effect driving Highway 82. This won't be on Highway 82 and I don't think as many people will see that but it is a concern of mine of how that is going to be affected. Roadways, you talked about improving the safety of the roadways. Will you pave things, you make more lanes and that just increases the speed of people. Everyone here can attest that drives Highway 82 knows that the majority of the people do not even obey the speed limit. It's 10 over, 15 over. I've seen people going 90 mph now with the wildlife on roadways; sign flashing and they are still going 90 mph. So when you increase road widths and road speeds that does have an impact on wild life. Personally I'd like to see everything stay dirt but I know that is not going to be an option. Lou LaGiglia — I've probably been to every meeting here within the last six or seven years. We are making some progress not so much with the spring but what has happened is that Spring Valley Holdings has agreed to put in a well and share it with us. At this point in time the test well has been dug and part of the pipe has been laid. We don't have it finalized because we don't have our agreements in place for easements and things of that nature. Unfortunately the well was drilled within 600 feet of mine so that is another issue we have to address. This is just so different and you know over the last 8 years of coming here pleading and Tom has sat down with us and worked with us and it just tells you about the kind of people you're dealing with and they are willing_to work out these problems. I think this plan is a much better plan and it should be approved. One other point, either Spring Valley Holdings or the LaGiglia are giving up their water rights in the BR Hopkins Spring. We are not by passing that we are just doing something different and we think this will work. Jim Austin — Decided not to speak Lois Veltus — During the break I had the opportunity to talk with Mike Gamba and he answered the questions and the point I was going to bring up so I think it's covered. It was an item I brought up before 37 the Planning Commission about the office zone district and the number of acres which was supposed to be reduced. Mike showed me on the map that indeed that had been reduced in size. Priscilla Prohl — I think everyone of my neighbors have answered all of our questions about the water issues which is my greatest concern. I really urge everyone to support this new plan; it seems to be much better and improved from the last one. Robert L. Arrington — I had taken issue along with Jim Austin and other neighbors. We had to go to water court to fight the development people on supplying this water to the neighbors if they run it out. I'm very happy to see that they have taken it upon their shoulders to supply people with the water. I would like to remind everybody that there are other costs that come into this type of annex and we need to define who is going to run what pipe where and where it's going to be connected. However, going back to the water analysis I believe they put a slide up there showing 25 inches of precipitation and 20 some acre feet of water that percentage was going back into the recharge. What they didn't put up there was the dry year's scenario and they have that in their possession. This is from their Gamba water study and the precipitation in the dry year ranges from 17.7 at the high elevations down to 11.8 inches at the low elevations which is pretty far cry from 25 inches. You have this big beautiful plan, a pyramid and it's all lynched at the bottom by how much water is available. If that average is down they're at the 15 or 16 inch which also is the number, 16 inch was precipitation for the 6900 foot level and if it's down there, their water usage of 970 acre feet gets up above what is available for recharge. Well we say this is worse case scenario or what not but I draw the Commissioners attention to what occurred over in Missouri Heights with their build-up and they had to go on water rationing over this last dry year. So bear that in mind that this is not quite as rosy as it is presented because it was a rose color glass look at this thing and in the study the water court found that in this presentation we did have reason enough to cause the issue to be said that we would have to be fixed if they damaged our well. During their pumping test we were one of the only wells, we monitoring our well with the same people that was doing monitoring on their wells. And we had a very sharp drop in our well level during their pumping tests and we did not get full recovery, which means that some place along the line something collapsed, the quantity of water was not available. In their pumping tests they actually burned up a pump because they started pumping sand. Some of this stuff is not backed by seismic study or other studies. A lot of it is just statistical data that the people are extrapolating. I would like to warn the Commissioners of that because the County may find some joint liability in this. Thank you. Commissioner McCown asked Mr. Arrington if he realized there was currently a plan in place for this sub- division; there is currently a PUD with a plat already approved? Bob Arrington — This plan will go thru and I don't see anything deviating from that. I want the County to be aware of some of the things they are assuming by approving this thing. All the numbers are not quite as glossy as they appear when you get into the detail depth of it. Mike Berkley —I own the Lake Springs Ranch to the south and the west of Spring Valley Ranch. I like the project, I'm happy the way it has turned out. I urge its approval. Thank You. Jeff Nieslanik — I don't need to duplicate what has already been said. Tom Gray — While it is fresh in everyone's mind I'll try to respond to comments made. I appreciate Michael's compliments that we have been working hard with neighbors and we have. Regarding the phasing of the road improvements, the real improvement is at the intersection of 82 and 114 and that has a governor on it that if traffic increases 20% over the daily hourly volume, we have to make improvements. The reality is that's what is going to generate the necessity to make improvements is the traffic impact at that intersection. One thing we can say about all the traffic studies and the water studies in general they're accurate, informative, but specifically in terms of how many trips are going to wind up at that intersection whether it is background traffic or from this project; or from other build out up in the Missouri Heights area these are a good estimate but they're wrong. There is no way to absolutely predict what's going to happen at those intersections out in 2027. That is why I frankly agree with the position that CDOT is taking, lets move at this incrementally, let's make improvements that are smart improvements to the intersection as the traffic comes into play. We have no idea whether ten trips per household is going to be the right number in 2027. It is impossible to tell. Regarding Kelly Woods comment on DOW, we are happy to work with DOW and I think there is actually a condition somewhere in the approvals that says we are going to work with DOW in particular with hunting and elk management on the property. The project is very clustered and you can see that from the plans. We have made every effort to create wildlife corridors coming down through that clustering that will get the elk from up on the mountain. We agree with Miss Woods comments on road widths and speed. That's why we reduced the speeds on the roads on the project. As Mike said it is to protect wildlife, kids and other people driving cars. If people drive slower there is a 38 likelihood they could stop before they hit the elk or the deer. As far as re -vegetation, unlike Bair Chase we are moving forward in phases. And at each phase in the SIA there's a bonding requirement in order to make sure that the improvements go in and that what disturbance is created by the improvements gets re - vegetated. We won't be grading on the property for no reason and leave it. We will put up the necessary bonds to make sure the phases get completed in accordance with the approvals that the County has granted us. I appreciate Lou's comments on the water situation, we have been working with the LaGiglia and I think we have a solution. We have the well going and the tanks gong in. I think everybody will be pleased with the result. On Bob Arrington's comments, he used the dry year example. Let's assume a 12 inch rain fall in this drainage of almost 10,000 acres, that's 10,000 acre fee. 25% of that percolates, that's 2,500 acre fee. We are taking out 380 acre feet. It may be scientific but there is no question that water has its own unique way of moving around and some wells might be impacted. That's why we said if you have a problem with your well we are going to hook you up at our cost. So you don't have to worry about how we are going to get from your house to our lines, we're going to pay for it. We also said if you want to hook up, fine we will work with you to do that and you can hook up to the system. Commissioner Houpt — Your response to the intersection question, I don't know if Michael was concerned about 114 instead of just the intersection area you are working on with CDOT. I wanted to ask him if the temporary lanes and other mitigation factors you brought forward helped him with that. Tom Gray — Not to speak for Michael but to provide a little background, I've spend a lot of time with Michael and Jim talking about that road and what we can do. We drove the road to look at where we can stick in short climbing lanes? We went over it with the County's Road and Bridge Department and they said yes it made sense. I believe in that particular area, at least Michael said to me, he was comfortable with those improvements. Commissioner Martin — He wants improvements and get rid of the stop signs. They say in Phase 1 and 2 there is going to be a few trails that are going to be constructed, the ownership of those trails along the right of ways are going to be maintained by whom? And again the ownership of those, liability of those, whose assuming that? Tom Gray — The private club, which all the owners will be a member. They will have responsibility for the trails, the insurance, and the maintenance and for the ownership. Commissioner Martin — Just so again it is not dedicated to the County to maintain because we don't have trails. Tom Gray—No, nor are the trails in the Spring Valley Meadows. Those would also be maintained by the association or another land trust that might be interested in taking over. We have talked to the Aspen Land Trust and they are not interested. They don't like property that has public access. Commissioner Martin — that was my next questions, is it going to be accessed by the public but privately owned roadways. Tom Gray — Internal roads are privately owned and privately maintained. Commissioner Martin — What if someone is not a golfer but is entitled to ownership and access and use of the golf course, is that right transferable? Can he give it to a guest or another family member? Tom Gray — At least in the plans that exist right now, those people who are residents in the area, the home site, the address; whoever is owner of that property and their family would have benefit of those rights. So they transfer in affect with the title. Commissioner Martin — Just not the name, you give them an ID card and say Mr. so and so I can't give it to my son or brother and he wants to come up and play golf on Mr. so and so, he can do so? That's family. That's what I'm getting at and all these other folks in there. 100 golf days in a month or 100 golf tee times in a month is not a whole lot. I imagine a whole bunch of members are going to play golf. Tom Gray — Well that remains to be seen. The best answer I can give you is it goes with the property and the immediate family. That is our intention yes. The reason is we didn't want to pull traffic up 114 for people outside of the area to play golf. It was a benefit for the people within the local community. People living within the Glenwood Springs, Carbondale influence area. Commissioner Martin — Are you going to have staging areas for the different construction sites? One central place to put your heavy equipment, not going up and down the roadway constantly. Mike Gamba — Yes at the commencement of construction we would establish a staging area. It may move as construction moves. One staging area probably won't function for all the phases but it will be on site. Other than the need for aggregate and asphalt and supplies like that it won't be coming up and down the mountain. It will come up once and stay until the project is done and then leave or perhaps move into the next phase. 39 Commissioner Martin — In reference to the condition of the surface of the roadway as it is now and the repairs which throughout the project you are saying you would repair, are we doing some kind of video in agreement with the road and bridge folks to make sure that we have an overall view of what it is now and how it will be into the future? Mike Gamba — I think a program as you describe would make sense so there is no disagreement. Commissioner Martin — In reference to the hunting issue, that management plan you say you're going to work with, again hunting is very important in taking care of. You can see what's happening around Boulder, they forgot to hunt and have a lot of conflicts with wildlife. How are you going to do that, who's going to handle that negotiation? Tom Gray — We would work out a plan with DOW on management of the elk population. My experience with bear and cat it really comes down to bottom line to educating your homeowners. It's a risk just like when you drive on the road and could be in an auto accident. The cats are going to be there and the bears are going to occasionally come in and you have to educate your homeowners, particularly those in the mountain region. Commissioner Martin — If they recommend hunting or removal there of would you agree to that in your negotiations? Tom Gray — That is an issue for the State. If the State would like us to hunt or like bear and cat to be hunted, fine. The existing plan that is in place right now prohibits hunting. We are not opposed to hunting. We are not opposed to prohibition on hunting. We believe a hunting program can be managed up there. It can be healthy for DOW in terms of the licensing fees and we are also thinking how we might also incorporate that into the wildlife management trust. People get big money for hunting these days and there isn't any reason we couldn't have a similar sort of program but have the money go into the wildlife trust for the benefit and maintenance of the habitat on Spring Valley Ranch. Commissioner McCown — I really see some major problems that you are trying to commit here with all the private ownerships on those small parcels. Because you are going to get involved in a severe trespass problem. You're going to spend a lot more time up there than you would controlling the wildlife. Each one of those parcels will be individually controlled by the owner of that parcel. You as a developer cannot transfer that authority to let someone come on to that property and hunt. I don't think the Division of Wildlife can mandate hunting on Jim Nieslanik ranch. I don't think it can force any hunting on any parcel and I'm not thinking that was said earlier. I think they are supporting wildlife management but as far as trying to implement a hunting program on 500 and some individual private parcels, wow. Tom Gray — Let me see if I can narrow it a little bit. I agree with you this is not an easy issue and it's going to take a lot of discussion between the DOW and us and appropriate consultants. I'm certainly no expert in hunting. I'm speaking strictly of the mountain district of the property and whether or not there is a program you can implement in the mountain district. I believe we can do that as the phasing takes place. That is going to be a much easier solution because we will own the property. You're right, once it is all sold out, even if we had a blanket easement over the mountain district that says hunting is allowed up here you need to understand that when you buy the land it's in the disclosures. We are still going to have problems because people always initial that they read the stuff but they never read it. Commissioner Houpt — I do think that I would be very careful with the whole discussion of hunting in this development. We are talking about a lot of homes. We are talking about a change in use and certainly you need to get together with the DOW and put together an animal management plan. But don't commit today to opening up your development for hunting. Tom Gray — I appreciate the advice and my comment is we are not opposed. We are willing to consider it and see what kind of program can be implemented. Commissioner Martin — The transfer fee to manage everything in reference to all of the programs on the property that was mentioned, wildlife management etc. how is that actually going to work? Who is going to collect that fee or tax? How is the distribution to the County going to be to the homeowners? Tom Gray — It would be operated by the HOA and they would be responsible to publish audit and fmancial statements on an annual basis and they would go out to all the owners. It would be collected out of escrow. That is a pretty standard procedure including any back dues the people didn't pay or fees or fines those get collected out of escrow too. Jim Lochhead — I might mention also that all the provisions concerning the transfer fee and what we would propose to set up, what we are calling a wildlife/wildfire trust, which is an appointed group by the HOA who would manage the funds. The funds would be collected by the HOA and given to the wildlife trust and that whole structure is set out in the CCNR's which are part of the package that we submitted to you. 40 Commissioner Martin — I'm just bringing the issue out because a lot of folks here didn't know that. I have one other, water in reference to the Meadow and that is you're tying that water to Meadow itself or to the lower area so that it cannot be pulled out and it can be used for agricultural purposes down there. Did I hear that correctly? Jim Lochhead — No. Commissioner Martin — So at that point if the water is available it can be used down there? But you're not tying it to the land? Jim Lochhead — No we are not. Commissioner Martin — The other is in reference to the lease for the agricultural purposes and yet it is going to be open to the public for public viewing and walking. How is that going to be used for agricultural purposes if it's going to be a congregation, a view point, and a picnic area whatever? Even though it's big your still going to have human beings there and disturbance, what kind of agricultural uses are you going to be looking at using in that area? Tom Gray — Cattle operation such as it occurs now which is not a large cow calf operation. And that would be a private lease to an individual like it is today. Simple agricultural uses that are the historic uses in the region. The trails will be organized so that they fit out of the way of the agricultural uses. They are primarily going to be on the perimeter of the area not running through the middle of the agricultural area and of course there will be fencing to separate the pastures. It would be more managed. Commissioner Houpt — I like to talk about the phasing schedule. I'm looking at one of your amendments, supplemental information, Exhibit X. The dates you give for estimated start of construction, I need you to speak to that. For example with Phase II it could start in April, 2008 or April, 2014 and it goes on in the same pattern through this chart and I want to get a better sense of what your thinking is and what that means to this project. Tom Gray — Let me speak to it from a marketing perceptive. We would like to build this project out as quickly as possible and make all the improvements to 114 and 115. However, if I could predict what markets were going to do, we have no idea and right now we are in a very unstable market. Everybody knows real estate goes through cycles. All we are trying to do with the phasing plan is to give us as much flexibility as you would allow us to develop these phases in appropriate sequence as far as the extension of infrastructure. But develop the phases in accordance of marketing. It might be we come in and say we want to plat phases II, III, IV and V because things are going so good. We never want to have something on the shelf. In terms of the relationship of the market and the lots we are just looking for the maximum flexibility in order to make our improvements and not get too far out in front of ourselves which is how developers go bankrupt. Building too fast, too soon and then they are left with a big overhand of capital they put into the deal and they're not making any sales. In addition to the capital drain you know what happens when a project all of a sudden gets the story around town is oh yeah they are in trouble up there. You try to minimize the amount of inventory that you are putting on the market to match it off with how much market demands you have so that you always give some urgency so people look at it and so I have to buy one of these. We allow people to buy a trade. If you buy a lot from Phase II and you decide in Phase V you like that lot better you can trade into that lot. We'll take back your lot in Phase II. The same thing is true on the road improvements. The traffic on those roads is going to be dependent on houses being built. We would obviously like the houses built as quickly as possible. That's good for the County in terms of property taxes, it's good for us in terms of sales and we'd love to be making these road improvements because we are selling lots and people are buying houses. We are just trying to allow ourselves the flexibility so that the actual impact on the roads and the amount of money that we spend on the roads is consistent with the lots that we are selling and it is warranted. Commissioner Houpt — One of the needs we have in this County that is talked about daily is affordability in housing and your community housing units are proposed to be built, starting in Phase VII. I do have a concern about that, the amount of time that could pass before we see any affordable housing come out of this project. I do recognize that your work force housing is in Phase IV. And I have to say I really appreciate the fact that you are focusing on this need in our County too. It is a definite need and we all know affordability and the definition of affordability has changed dramatically over the past year. Which means we can locate affordable housing in different areas because the work force is looking for housing. What would your reaction be to having that in an earlier phase, having a portion of those community housing units built? Tom Gray — We're fine with that. If you want to move them up two phases to Phase V, VI, VII and VIII that's fine with us. 41 Commissioner Houpt — So financially that wouldn't be too great a hardship for you? Tom Gray— No, again it will be market driven. If we can build this housing and it sells quickly we are not going to worry about phases. We're going to go build it all. Commissioner Houpt — I would feel better about that. I'd like to ask Don DeFord and Fred Jarman to respond to the discussion on phasing of open space and trails. And I really want to look at them separately. The phasing of building trails as the development progresses makes more sense to me than the phasing of designating open space. Because you have a complete plan in place. I know there has been a recommendation that it doesn't occur, that it occur at the beginning of the project. Don DeFord — Fundamentally I don't view the decision on whether or not the phase trails or open space or to require them in the first phase as a legal policy issue. It was left unaddressed and so if you go back in time to other projects where we had the question of dedication of open space and trails we had no specific representation of what phase they would come in and no direction from the Board. Staff took the position that we would assume that since it was unaddressed that it was represented that these amenities would benefit all residence of property that we would require them to fill in the first days. In other projects the Board has also adopted that philosophy as a requirement. But that is a policy decision to make. What the staff is looking for is clarity both from the developer and the Board of what you want to see. I guess from my perspective if we get that we certainly want to enforce the policy that you want to put in place. We have had developments in which that requirement has been in place and we have some successful dedication of those amenities right from day one. So it can occur whether this Board thinks that is the appropriate way to approach it for this project or not. Fred Jarman — The only thing I can recall and Don has more history as do you to some degree on other projects. This I think is "the" largest project that this has been applied to by leaps and bounds. As far as the size there is no question that the development team has expressed either market challenges that a project of this size is faced with. We understand that and we wanted to let you know that was where our thinking was. Don — As you approach this there are some mechanical issues you need to consider. When you are going to do a segmented dedication of trails and particularly you look at this project in the mountain lots where there is a lengthy and extensive trail but many phases you could be looking at incrementally adding a few hundred feet of trail at a time because of the phasing. I don't know how much sense that makes in terms of getting an amenity available for the people who move into this area because that trail will be available for all residence of the subdivision not just the mountain lots. The other issue is given the length of some of some of the trails in this project if there are no connecting links on that trail, if you have a trail that runs out five miles and ends, is that an issue? Maybe it's not an issue to turn around and come back. But you might want to ask some questions and think about that. I do have some questions on this issue for the developer in terms of what the club is and when that will come into place. Commissioner Houpt — I'd like to ask you your thoughts on what it would look like to dedicate that open space and then what the mechanics of the hundred foot trail system might look like. Tom Gray — We provided a phasing plan that spoke to the question that Don raised. There is no question in our application in what phase the open space would be dedicated. It's a corporate phasing plan and it shows when we are dedicating each piece of open space and in an attempt to show good faith in phase one before we sell anything we're dedicating the most important piece of open space - the Meadow. The rest of the open space is interior to the project and it makes every bit of common sense to plat that when you're platting the phase in which that open space occurs. Commissioner Houpt - Did I misunderstand you I though you said that potentially at some point that open space could be reconfigured depending on the market or the plan. That sent a red flag up for me. Tom Gray — We have to amend the PUD to do that. Let's just take for example; I'm just making this up, and let's assume we take that whole area that is northwest of Landis Creek. Somebody comes in and says, you know what I'd really like to do, I'd like to buy that whole section. We say great. Depending on what that owner wants to do; say he just wants to put his house there and donate the rest of the lots. If I had platted that open space up there already and had trails through there, I would now have a problem. I've got to get rid of the open space that is now recorded and I would have to get rid of trails. What this provision does quite frankly is it creates a significant economic damage to the owner of the property. Commissioner Houpt — Could you talk about the mechanics of the trail? Tom Gary — The great virtue of this property is its almost 6,000 acres. It is the biggest amount of open space that has been proposed by a development in Garfield County. If it was a 200 acre project I would say fine and plat all the open space. The environment is going to change on us. In our experience what we do 42 is we dedicate the trails to the club. The club will have all the facilities. They will have the golf course, it will own the village, the sports center, and the only thing they won't own is the corporation. That will be owned by the Metro District. And the fire station by the Fire District. The recreational packages and the service packages will be owned by the club. It will maintain the trails and that gives it a funding source because that is part of the dues. Joining the club is a mandatory part. The community housing down in the lower area, if somebody wants to buy into the club they can but they don't have to. Everyone up in the core of the property has to be a member of the club. From a practical stand point what will happen is the improved trails within the phases will have loops. Once we get out of the platted phase, there are ranch roads that run all over the place and people will hike those ranch roads. It will be disclosed to them and they will acknowledge the disclosure that the trail is not committed its not dedicated but they are welcome to hike the ranch roads. Commissioner Houpt — Going back to Don's point and without pulling out the phasing maps have you accounted for the potential that having a 100 foot trail that leads nowhere because that's the trail that fits into that phase. If not how would you deal with that and link it to the system? Tom Gray — Two thoughts there. Most of these will connect to ranch roads. Frankly this trail system is driven off the existing roads. Why tear things up any more than you have to. In the mountain district I don't see it as a problem because we've got pioneered roads that were done as part of the ranching operation. The people are going to have the availability to go hiking whether we formally dedicate it or not. If in fact the project were to halt at that point somewhere up in the mountain district were we had a stub trail, we would have to figure out how to make that trail more effective. He showed a number of loops that already existed. Even in the smaller phases you have loops that can get you back and some could easily be connected back into the core property without a lot of work. Commissioner Martin — Something that is easy in Phase I, you're going to build a couple of buildings which are going to be the gate house and the sales office. When are you gong to build the club? In Phase II we are going to build the fire station, improvements to the road and after that Phase III there are no other construction of the village itself or the facilities from pool to tennis courts etc. Do you know when you are going to phase those in and when they are going to be built? Tom Gray — At this moment in time, no. It is a marketing decision. Commissioner Martin — The golf course was the next question when are you going to start that? I think the least disturbance until the project is going is best. Tom Gray — We are probably on the same wave length, when you're disturbing a lot of dirt your spending a lot of money and generally I'd prefer not to spend a lot of money up front in the project. Commissioner Martin — I don't have anything else other than I am worried about the water. I don't think Hopkins has that much and I still don't believe the studies when it gets dry, it gets dry. Tom Gray — We do have a number of backup opportunities here that didn't exist in the prior plan. So we have created fail safe mechanisms here, trip wires if you will that will carry us through a lot longer in a drought. Commissioner McCown — Earlier when we talked about the 100 per month tee times, is that a minimum of 100 or that is a maximum or is that both? Tom Gray — It is a minimum and lets assume everybody up here wants to play golf, which would be quite unusual. We are going to want people to come up here and play. We won't turn people away. Commissioner McCown — It is a cash flow issue and I understand that. I think we have really beat this horse to death but I have to ask the question, based on the Planning Commission recommendations on the phasing of the open space and the trails, is there an adverse hardship doing it all at one time or not doing it all at one time? Are we at any risk as a County permitting this action to go ahead if we don't plat that open space and trail up front? I don't feel we are. Fred — No I don't think you are. Tom Gray — The Planning Commission rejected the staffs recommendation and suggest to you that the open space be platted with each phase. Fred Jarman — At one point early in the process, even before this came to the Planning Commission, there was a question of ADU's. For the record my understanding is there aren't any ADU's primarily because that tips the scale as a matter of density. I just wanted to make sure that was everyone's full understanding. And everyone said it was correct. The other question that came up was the issue of pasturing and where are the horses going to get pastured throughout the project? How is that going to work? Tom Gray — As a generalization pasturing of livestock including horses will not be allowed within the project. The pasturing for the horses will in general be down in the Meadow area. There is no horse 43 keeping in effect really allowed up on the project. In the mountain district owners would be allowed to have a barn, have their horse there but no permanent boarding of their horse. Fred Jarman — Do you envision that all of those improvements have to be within that building envelope. Tom Gray — Correct, everything that goes on has to happen in that building envelope. Fred Jarman — The other question, how do you legally envision to dedicate those public trails, public usage of the Meadow component? It's a public dedication how do you envision doing that? Where does the liability rest? Jim Lochhead — It would not be a public dedication per say of those trails for public. It would be a right -of - access that would be granted by the club which owns the trails to the public to come on. Just like if you owned a piece of property and you said the public could come and use this property. Fred — To clarify, when the final plat comes in for Phase I for example what won't be in that language would be a public dedication of the trails that are on this map? Everyone said correct. Don — And that is controlled by what to make it available to the public? Jim Lochhead — By the club which would own the trail. The open space would be owned by the homeowners. The club would own and maintain the trails through the open space and the club would allow public access on those trails. Don — What are you going to show the County that will assure the in perpetuity there available for the public? Jim Lochhead — We could handle that in the CCNR's Fred Jarman— Should the Board move in the direction of approval, the requested changes to the PUD conditions and the preliminary plan conditions, we would recommend that you do that. Don — Going to the affordable housing and the timing of that and I guess this is an issue for the preliminary plan and potential final plat. What assurance are you going to give the Board when you come in with a final plat for let's say Phase VII, that the affordable housing you represented here will actually be built? Tom Gray — I'm very comfortable with putting it in the SIA and with appropriate bonding to assure it is going to get built. Commissioner Houpt — When you think about the affordable housing community do you categorize them as members of your community or neighbors to your community? Tom Gray — It's a two pronged answer. One prong is we want to keep the HOA's obligations as low as possible on those units. So in that respect they will not be a member of the community and not be burdened with the HOA dues and costs. They will have a separate association so they have their own governance. The in all probability will be significantly lower. They would have the option to become a member of club. Commissioner Houpt- As with the other neighbors they would have access to the village? Tom Gray — Absolutely. Don — On the internal roads I believe you said they want them to be private as part of the PUD approval, is that from the gate in? is it from the County Road in all private, is that the intent? Tom Gray — Yes. Priscilla Prohl — For the HOA that is going to own the open space, is it going to be dedicated in the CCNR's that it can never be resold? Jim Lochhead — Yes. Julian Hardaker — In term of the affordable housing, it seemed there was still some question whether it would defmitely be up there or in another location, at this point is it decided it will definitely will be up there? Susan Shirley, are they in favor of that or would they rather see it in another location? Commissioner Houpt — The housing authority is in favor of having it be with the development. Commissioner McCown — The main reason for that is we don't have a long line of receptors for this affordable housing to occur somewhere other than this site. Commissioner Houpt — Affordable housing has changed. We are looking at different types of affordable housing in our County. People can now commute from affordable housing because affordability has taken on a new definition. People who work and the income cap is $100,000.00 will typically own a car so that they can commute. The way affordable housing used to be constructed was within an urban area because affordability meant a different thing. Tom Gray — I would add I've had this discussion a number of times with Fred and he made exactly your point Commissioner Houpt. This is going to be a place that people will want to live. Kelly Wood — Thank you for addressing the hunting issue, it's not a matter if you have a bear or a lion problem it's when you will have a lion or bear problem. Also geese on the golf course you have a lot of 44 wildlife issues that are going to affect that community up there. Not tying the hands of your methods that could alleviate some of the problems and I'm not asking that everyone has to allow hunting. I'm just asking that they can allow hunting if I own 40 acres or even two of the lots and I want to hunt on my own land in a safe manner. Commissioner Houpt — Question for staff: If the others agree with this change in phasing for community housing where does that need to show up? Commissioner McCown — You would just include it in your motion that it be moved up to those appropriate phases and it would take it away from the phases it was in. Fred Jarman — Specific to the PUD verses the preliminary plan. A motion was made by Commissioner McCown and seconded by Commissioner Houpt to close the Public Hearing. In favor: Houpt — aye McCown — aye Martin — aye Commissioner McCown — I make a motion we approve the PUD amendment with all of the testimony given today by the applicant as being fact and the conditions recommended at the onset of our presentation today by staff be included in those conditions of approval also including the portion of the statement from the Planning Commission that open space and trails would be dedicated and shown at the time of the phasing. Given the fact that seventeen (17) through twenty-one (21) is no longer valid I would like to add 17 to include in the phasing plan that the affordable housing aspect would be moved up from Phase VII to Phase V to begin in the process and would be so noted as it proceeds it would come off of the other phases where it is now showing. Commissioner Houpt — Second. In favor: Houpt — aye McCown — aye Martin — opposed Commissioner McCown — I make a motion we approve the request for the preliminary plan application with the same conditions applying as presented in the staff packet and those recommendations that were presented earlier by staff be incorporated into those. Also including as fact all testimony given by the applicant today, that would be one (1) through thirty-one (31) Commissioner Houpt — Second — Thanked the applicant for working so closely with the neighbors. Commissioner McCown — I think it is only fair to acknowledge that in my career I've looked at this project several times myself and I sincerely hope this will be the last time on this project. Anytime you come before me with a better plan, a reduction of impact, a reduction on our natural resources, water everything else you have proposed here; I going to support it. In favor: Houpt — aye McCown — aye Martin — aye 45 August 30, 2010 Danny, EXHIBIT We are in receipt of your proposal of August 23, 2010. We find the Proposal to be non-responsive to the issue and your responsibilities and therefore inadequate. Allow me to elaborate and review a bit. We have a 25% interest in the B R Hopkins Spring and you have a 10% interest in it. That translates to 12 1/2 gallons per minute for us and 5 gallons per minute for you. SVH and your predecessors declined to replace or repair the Spring line for a myriad of reasons. The most often cited reason was the cost and not wanting to have dealings with the other neighbors who share the spring. The issue of reinstating or replacing the source of water from the Spring existed when you acquired the property for development. You recognized that issue by signing a well sharing agreement with us to provide us with water to replace the spring water from a new well that you drilled and connected to a new well house on your property. That agreement was brought to the BOCC and entered into the record as part of the inducement for BOCC to allow changes you requested and to move toward final Plat. We made concessions to understand your perspective of cost and neighbor involvement by agreeing to share that well with the expectation that the new well will not produce a full 25 gallons of water per minute so we could replace, via a 50% interest in the well, the 12 Y2 gallons of water per minute from the Spring. I believe the new well is rated for 10 gallons per minute so a 50% interest in the well is not out of line. With a 50% interest you will receive approximately 5 gallons per minute and we will be receiving approximately 5 gpm, which is a lesser amount of water than we received from the Spring, This is again another concession on our part to compromise and come to agreement. That agreement is in place and things came to a standstill when SVH refused to grant any water rights, in breach of the signed agreement. Additionally, all that physically remains is to set up water meters and for us to hook up to the system. We also need a method of approach when repairs are needed, e.g., a recorded well sharing agreement. Finally, the opportunity for us to receive legal advice upon our completed negotiations between us and SVH will be necessary. Now you come to us with a proposal to fund the drilling of a new well on our property. You offered that because you said you thought we were having a problem with our current well. I don't know where you got that idea. If you feel that it's better to have separate wells rather than share a well, I can concur with that as it covers your concern to have any perpetual responsibility between the two parties. Again, we are being cooperative in taking care of your concerns regarding this inherited injury to our property. However, in order to address the issue and resolve this matter, a new well has to be placed more than 600 feet from my current well and more than 600 feet from the Sullivan's well. This may require placing it within 600 feet of your well and a waiver of that encroachment by you. This would require a land survey of the affected properties to confirm the property boundaries and well locations as needed. This also requires that the well not only be dug but the line be brought into my well house all at your cost. In this manner, we have addressed all of our concerns and your obligations without having to disengage our current well. As you are aware, your responsibility is to replace the water supply of the Spring, not our well. To prevent any mishaps in constructing this project as occurred with yours, we deem it necessary to hire a water engineer, at your expense, to file necessary paper work with County and State, monitor those hired for completing the job, oversee the quality of work and materials used and verify the ability of the well to produce 12.5 gpm on a sustained, long-term basis. Additionally, legal expenses will be necessary to insure proper contracts are enacted, again, an expense that is SVH's responsibility, as provision of a like water supply to either repair or replace the spring is SVH's responsibility. Thank you for making an alternate proposal to complete our neighborly dealings. Please understand that completion of responsibility needs to be in full, so SVH can go forth with its development. Sincerely, Louis M. & Donnalyne LaGiglia SUBDIVISION IMPROVEMENTS AGREEMENT PHASE I SPRING VALLEY RANCH SUBDIVISION LOCATED WITHIN THE SPRING VALLEY RANCH P.U.D. EXHIBIT c THIS SUBDIVISION IMPROVEMENTS AGREEMENT ("SIA") is made and entered into this day of , 2010, by and between SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company ("Owner") and the BOARD OF COUNTY COMMISSIONERS OF GARFIELD COUNTY, COLORADO, acting for the County of Garfield, State of Colorado, as a body politic and corporate, directly or through its authorized representatives and agents ("BOCC"). Recitals A. Owner is the owner and developer of the Spring Valley Ranch P.U.D. (the "P.U.D."), a portion of which property is depicted on the Phase I Final Plat of the Spring Valley Ranch Subdivision ("Subdivision" or "Final Plat"). The real property subject to this SIA is described in the Final Plat recorded at Reception Number of the real estate records of Garfield County, Colorado and incorporated by this reference. B. On April 21, 2008, the BOCC, by Resolution No. 2008-55, recorded as Reception No. 747015 of the real estate records of Garfield County, Colorado, and as corrected by Resolution No. 2010-38, recorded as Reception No. 786992 of the real estate records of Garfield County, Colorado, and incorporated herein by this reference, approved a planned unit development re -zoning application for Spring Valley Ranch P.U.D. ("P.U.D. Approval"). C. On April 21, 2008, the BOCC, by Resolution No. 2008-56, recorded as Reception No. 747016 of the real estate records of Garfield County, Colorado and incorporated herein by this reference, approved a preliminary plan for the subdivision of the P.U.D. which, among other things, would create 577 dwelling units and golf course, open space/common area and utility parcels ("Preliminary Plan Approval"). D. Certain of the conditions of approval contained in the P.U.D. Approval and the Preliminary Plan Approval are applicable to the approval and construction of improvements necessary for development of Phase 1 of the P.U.D. as depicted on the Final Plat, while other conditions of approval are applicable to later phases of the P.U.D. A description of said conditions is set forth in Exhibit A attached hereto and incorporated herein by this reference. The conditions of approval applicable to the development of Phase 1 of the P.U.D. as depicted on the Final Plat, and this SIA, are referred to herein as the "Applicable Conditions of Approval." E. As a condition precedent to the approval of the Final Plat submitted to the BOCC for approval as required by the laws of the State of Colorado and by the Garfield 1 County Unified Land Use Resolution of 2008, Owner wishes to enter into this SIA with the BOCC. F. Owner has agreed to execute and deliver a letter of credit or other security in a form satisfactory to the BOCC to secure and guarantee Owner's performance under the Applicable Conditions of Approval and has agreed to certain restrictions and conditions regarding the sale of properties and issuance of building permits and certificates of occupancy within the Final Plat, all as more fully set forth below. G. Owner represents that at the time of recording this SIA all taxes and assessments upon all parcels of real estate described in this SIA are paid in full. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the BOCC and Owner ("Parties") agree as follows: Agreement 1. FINAL PLAT APPROVAL. The BOCC hereby accepts and approves the Final Plat, on the date set forth above, subject to the terms and conditions of this SIA, the Applicable Conditions of Approval, and the requirements of the Garfield County Unified Land Use Resolution of 2008 and any other governmental or quasi -governmental regulations applicable to the P.U.D. ("Final Plat Approval"). This approval authorizes construction and development within Phase I of the P.U.D., as required by the Applicable Conditions of Approval. Development within future phases shall require subsequent approval by the BOCC of subdivision final plats and associated subdivision improvements agreements and other documents required for approval by the BOCC of future phases. Recording of the Final Plat shall be in accordance with this SIA and at the time prescribed herein. 2. OWNER'S PERFORMANCE AS TO IMPROVEMENTS. a. Completion Date/Substantial Compliance. Owner shall cause to be constructed and installed those subdivision improvements, identified in the Exhibits defined in subparagraph 2.a.i., below ("Improvements"), at Owner's expense, including payment of fees required by the County and/or other governmental and quasi -governmental entities with regulatory jurisdiction over the P.U.D. The Improvements shall be completed on or before the end of the first full year following execution of this SIA, i.e., December 31, 2011 ("Completion Date"), in substantial compliance with the following: i. Plans marked "Approved for Construction" for all Improvements, prepared by Owner's professional engineer licensed in the State of Colorado ("Owner's Engineer"), and submitted to the BOCC on or before October 23, 2009, such plans being summarized in the list of drawings attached to and made a part of this SIA by reference as Exhibit B; the estimated cost of completion, certified by and bearing the stamp of Owner's Engineer, attached to and made 2 a part of this SIA by reference as Exhibit C, which estimate shall include an additional ten (10) percent of the total for contingencies; and all other documentation required to be submitted along with the Final Plat under pertinent sections of the Garfield County Unified Land Use Resolution of 2008 ("Final Plat Documents"); ii. All Applicable Conditions of Approval; iii. All laws, regulations, orders, resolutions and requirements of Garfield County and all special districts and any other governmental or quasi -governmental authority(ies) with jurisdiction; and iv. The provisions of this SIA. b. Satisfaction of Subdivision Improvements Provisions. The BOCC agrees that if all Improvements are constructed and installed in accordance with this paragraph 2; the record drawings to be submitted upon completion of the Improvements as detailed in paragraph 3.h., below; and all other requirements of this SIA, then the Owner shall be deemed to have satisfied all terms and conditions of this SIA, the Final Plat Approval, the Applicable Conditions of Approval, and the Garfield County Unified Land Use Resolution of 2008, with respect to the construction and installation of the Improvements. 3. SECURITY FOR IMPROVEMENTS (EXCEPT REVEGETATION). a. Improvements Letter of Credit and Substitute Collateral. As security for Owner's obligation to complete the Improvements, Owner shall deliver to the BOCC, on or before the date of recording of the Final Plat with the Garfield County Clerk and Recorder, a Letter of Credit in the form attached as Exhibit D ("LOC"), or in a form consistent with the Uniform Commercial Code, C.R.S. § 4-1-101 et. seq. and reasonably acceptable to the BOCC. The LOC shall be in the amount of Two Hundred Sixty Six - Thousand Seventy Four dollars and 55 cents ($266,074.55), representing the full estimated cost of completing the Improvements and revegetation, including a sufficient contingency to cover cost changes, unforeseen costs and other variables (not less than 10% of the estimated costs and as approved by the BOCC), as set forth and certified by Owner's Engineer on Exhibit C, to guarantee completion of the Improvements. The LOC shall be valid for a minimum of six (6) months beyond the Completion Date for the Improvements set forth in Paragraph 2.a. above. The BOCC, at its sole option, may permit the Owner to substitute collateral other than a LOC, in a form acceptable to the BOCC, for the purpose of securing the completion of the Improvements. b. LOC Requirements and Plat Recording. The LOC shall be issued by a state or national banking institution reasonably acceptable to the BOCC. If the institution issuing the LOC is not licensed in the State of Colorado and transacting business within the State of Colorado, the LOC shall be "confirmed" within the meaning of the Uniform Commercial Code, Letters of Credit, C.R.S. §4-5-101 et seq., as amended, by a bank that 3 is licensed to do business in the State of Colorado, doing business in Colorado, and reasonably acceptable to the BOCC. The LOC shall state that presentation of drafts drawn under the LOC shall be at an office of the issuer or confirmer located in the State of Colorado. The Final Plat shall not be recorded until the security described in this Paragraph 3 and the security for the revegetation described in Paragraph 4, below, has been received and approved by the BOCC. c. Extension of LOC Expiration Date. If the Completion Date, identified in Paragraph 2.a., above, is extended by a written amendment to this SIA, the time period for the validity of the LOC shall be similarly extended by the Owner. For each six (6) month extension, at the sole option of the BOCC, the face amount of the LOC shall be subject to re -certification by Owner's Engineer of the cost of completion and review by the BOCC. d. Unenforceable LOC. Should the LOC(s) become void or unenforceable for any reason, including bankruptcy of the Owner or the financial institution issuing or confirming the LOC, prior to the BOCC' s approval of Owner's Engineer's certification of completion of the Improvements, this SIA shall become void and of no force and effect and the Final Plat shall be vacated pursuant to the terms of this SIA. e. Partial Releases of Security. Owner may request partial release(s) of the LOC, and shall do so by means of submission to the Building and Planning Department of a "Written Request for Partial Release of LOC," in the form attached hereto and incorporated herein by this reference as Exhibit E, accompanied by the Owner's Engineer's stamped certificate of partial completion of improvements. The Owner's Engineer's seal shall certify that the Improvements have been constructed in accordance with the requirements of this SIA, including all Final Plat Documents and the Preliminary Plan Approval. Owner may also request release for a portion of the security upon proof that: i) Owner has a valid contract with a public utility company regulated by the Colorado Public Utilities Commission obligating such company to install certain utility lines; and ii) Owner has paid to the utility company the cost of installation as required by the contract. The BOCC shall authorize successive releases of portions of the face amount of the LOC as portions of the Improvements, dealt with in this Paragraph 3, are certified as complete to the BOCC by the Owner's Engineer, Applicable Conditions of Approval have been met, and both the certification and satisfaction of such requirements have been approved by the BOCC. f. BOCC's Investigation. Notwithstanding the foregoing, upon submission of the Owner's Written Request for Partial Release of LOC, along with Owner's Engineer's Certificate of partial completion of improvements, the BOCC may review the certification and Applicable Conditions of Approval, and may inspect and review the Improvements certified as complete to determine whether or not said Improvements have been constructed in compliance with relevant specifications, as follows: 4 i. If no letter of potential deficiency is furnished to Owner by the BOCC within fifteen (15) days of submission of Owner's Written Request for Partial Release of LOC, accompanied by Owner's Engineer's certificate of partial completion of improvements, all Improvements certified as complete shall be deemed complete by the BOCC, and the BOCC shall authorize release of the appropriate amount of security; provided that all Applicable Conditions of Approval have been satisfied. ii. If the BOCC chooses to inspect and determines that all or a portion of the Improvements certified as complete are not in compliance with the relevant specifications or the Applicable Conditions of Approval, the BOCC shall deliver a letter of potential deficiency to the Owner, within fifteen business (15) days of submission of Owner's Written Request for Partial Release of LOC. iii. If the BOCC delivers a letter of potential deficiency identifying a portion of the certified Improvements as potentially deficient and there are no outstanding Applicable Conditions of Approval, then all Improvements not identified as potentially deficient shall be deemed approved by the BOCC, and the BOCC shall authorize release of the amount of security related to the Improvements certified as complete and not identified as potentially deficient. iv. With respect to Improvements identified as potentially deficient in a letter of potential deficiency or Applicable Conditions of Approval that have not been met, the BOCC shall have thirty (30) days from the date of the letter to complete the initial investigation, begun under subparagraph 3.f.ii., above, and provide written confirmation of the deficiency(ies) to the Owner. v. If the BOCC finds that the Improvements are complete, in compliance with the relevant specifications and that all Applicable Conditions of Approval have been met, then the BOCC shall authorize the appropriate amount of security for release within ten (10) days after completion of such investigation. g. BOCC Completion of Improvements and Other Remedies. If the BOCC finds, within the thirty (30) day period of time defined in subparagraph 3.f.iv. above, that the Improvements are not complete, or if the BOCC determines that the Owner will not or cannot construct any or all of the Improvements, whether or not Owner has submitted a written request for release of LOC, or that the Applicable Conditions of Approval have not been met, the BOCC may withdraw and employ from the LOC such funds as may be necessary to construct the Improvements in accordance with the specifications or to satisfy the Applicable Conditions of Approval, up to the face amount or remaining face amount of the LOC. In such event, the BOCC shall make a written finding regarding Owner's failure to comply with this SIA or Applicable Conditions of Approval prior to requesting payment from the LOC, in accordance with the provisions of Article XIII of 5 the Garfield County Unified Land Use Resolution of 2008. In lieu of or in addition to drawing on the LOC, the BOCC may bring an action for injunctive relief or damages for the Owner's failure to adhere to the provisions of this SIA regarding Improvements and satisfaction of the Applicable Conditions of Approval. The BOCC shall provide the Owner a reasonable time to cure any identified deficiency(ies) prior to requesting payment from the LOC or filing a civil action. h. Final Release of Security. Upon completion of all Improvements and satisfaction of Applicable Conditions of Approval other than revegetation, Owner shall submit to the BOCC, through the Building and Planning Department: 1) record drawings bearing the stamp of Owner's Engineer certifying that all on-site and off-site Improvements have been constructed in accordance with the requirements of this SIA, including all Final Plat Documents and the Applicable Conditions of Approval, in hard copy and a digital format reasonably acceptable to the BOCC; 2) copies of instruments conveying real property and other interests which Owner is obligated to convey to the Homeowners' Association of the P.U.D. or any statutory special district or other entity by the terms of this SIA; and 3) a Written Request for Final Release of LOC, in the form attached to and incorporated herein as Exhibit F, along with Owner's Engineer's Certificate of Final Completion of Improvements. i. The BOCC shall authorize a final release of the LOC after the Improvements are certified as final to the BOCC by the Owner's Engineer and said fmal certification is approved by the BOCC. If the BOCC fords that the Improvements are complete, in accordance with the relevant specifications and the Applicable Conditions of Approval have been met, the BOCC shall authorize release of the fmal amount of security, within ten (10) business days following submission of the Owner's Written Request for Final Release of LOC accompanied by the other documents required by this paragraph 3.h. ii. Notwithstanding the foregoing, upon Owner's Written Request for Final Release of LOC accompanied by Owner's Engineer's certificate of fmal completion of improvements, the BOCC may inspect and review the Improvements certified as complete. If the BOCC does so review and inspect, the process contained in paragraph 3.f. above shall be followed. iii. If the BOCC finds that the Improvements are complete, in accordance with the relevant specifications and all Applicable Conditions of Approval have been satisfied, the BOCC shall authorize release of the fmal amount of security within ten (10) days after completion of such investigation. iv. If the BOCC fords that the Improvements are not complete, in accordance with the relevant specifications, and/or that Applicable Conditions of Approval have not been satisfied, the BOCC may complete remaining Improvements and satisfy unsatisfied Applicable Conditions of Approval, or 6 institute court action in accordance with the process outlined in Paragraph 3.g., above. 4. SECURITY FOR REVEGETATION. a. Revegetation LOC and Substitute Collateral. Four -Thousand Two -Hundred Twenty Seven dollars ($4,227.00) of the face amount of the LOC shall be allocated to revegetation of disturbed areas within the Subdivision ("Revegetation LOC"). The Revegetation LOC shall be valid for a minimum of two (2) years following recording of the Final Plat. The BOCC, at its sole option, may permit the Owner to substitute collateral other than a letter of credit, in a form reasonably acceptable to the BOCC, for the purpose of securing the completion of revegetation. b. Revegetation LOC General Provisions. The provisions of Paragraphs 3.b., 3.c., and 3.d., above, dealing with Letter of Credit requirements, extension of expiration dates, increase in face amounts, and plat recording shall apply to the Revegetation LOC. c. Revegetation Review and Notice of Deficiency. Upon establishment of vegetation, the Owner shall request review of the revegetation work by the Garfield County Vegetation Management Department, by telephone or in writing. Such review shall be for the purpose of verification of success of revegetation and reclamation in accordance with the Garfield County Weed Management Plan 2000, adopted by Resolution No. 2002-94 and recorded in the Office of the Garfield County Clerk and Recorder as Reception No. 580572, as amended, and the Revegetation/Reclamation Plan for the Final Plat submitted as part of the Final Plat Documents. If the Vegetation Management Department refuses approval and provides written notice of deficiency(ies), the Owner shall cure such deficiencies by further revegetation efforts, approved by the Vegetation Management Department, as such may be instituted within the two (2) years following recording of the Final Plat. d. Single Request for Release of Revegetation LOC. Following receipt of written approval of the Garfield County Vegetation Management Department, the Owner may request release of the Revegetation LOC and shall do so by means of submission to the BOCC, through the Building and Planning Depaitrnent, of a Written Request for Release of the Revegetation LOC, in the form attached to and incorporated herein by reference as Exhibit G along with certification of completion by the Owner, or Owner's agent with knowledge, and a copy of the written approval of the Vegetation Management Department. It is specifically understood by the parties that the Revegetation LOC is not subject to successive partial releases, as authorized in paragraph 3.e., above. Further, the Revegetation LOC and the BOCC's associated rights to withdraw funds and bring a court action may survive final release of the LOC securing other Improvements, defined in paragraph 3.a., above. e. BOCC's Completion of Revegetation and Other Remedies. If Owner's revegetation efforts are deemed by the BOCC unsuccessful, based on the 7 recommendation of the Vegetation Management Department and information submitted by the Owner, or if the BOCC determines that the Owner will not or cannot complete revegetation, the BOCC may withdraw and employ from the Revegetation LOC such funds as may be necessary to carry out the revegetation work, up to the amount of Revegetation LOC. In lieu of or in addition to drawing on the Revegetation LOC, the BOCC may bring an action for injunctive relief or damages for the Owner's failure to adhere to the provisions of this SIA related to revegetation. The BOCC shall provide the Owner a reasonable time to cure any identified deficiency prior to requesting payment from the Revegetation LOC or filing a civil action. 5. PRIVATE ROADS AND ACCESS FOR EMERGENCY SERVICE PROVIDERS. All roads within the Subdivision shall be set apart and conveyed to the Homeowners Association, subject to public easements for ingress and egress by emergency service providers. The Landis Creek Metropolitan District No. 1 shall be solely responsible for the maintenance, repair and upkeep of said roads, including the traveled surface of the roadways and areas outside of the traveled surface. The BOCC shall not be obligated to maintain road rights-of-way within the Subdivision. Existence of roads shall be noted on the Final Plat, and deeds of conveyance to the Homeowners Association shall be recorded at the time of Final Plat Approval or shall be held in escrow under terms of paragraph 7, below. 6. PUBLIC UTILITY RIGHTS-OF-WAY. Whether or not utility easements exist elsewhere in the Subdivision, all road rights-of-way within the Subdivision shall contain easements for installation and maintenance of utilities. Public utility easements not within county roads shall be depicted on the Final Plat and deeded by recorded instrument to the Landis Creek Metropolitan District No. 1 for the benefit of public utility providers. The Landis Creek Metropolitan District No. 1 shall be solely responsible for the maintenance, repair and upkeep of said public utility easements, unless otherwise agreed to with the public utility company(ies). The BOCC shall not be obligated for the maintenance, repair and upkeep of any utility easement within the Subdivision. In the event a utility company, whether publicly or privately owned, requires conveyance of the easements dedicated on the face of the Final Plat by separate document, the Landis Creek Metropolitan District No. 1 shall execute and record the required conveyance documents. Any utility easement within County road rights-of-way are subject to the Garfield County Road and Right -of -Way Use Regulations, recorded as Reception No. 643477, in the records of the Garfield County Clerk and Recorder, as amended. 7. CONVEYANCE OF OPEN SPACE. The common open space parcels identified on the Final Plat shall be conveyed by Owner to the Homeowner's Association at the time of Final Plat Approval. 8. INDEMNITY. The Owner shall indemnify and hold the BOCC harmless and defend the BOCC from all claims which may arise as a result of the Owner's installation of the Improvements and any other agreement or obligation of Owner related to development of the Subdivision required pursuant to this SIA. The Owner, however, 8 does not indemnify the BOCC for claims made asserting that the standards imposed by the BOCC are improper or the cause of the injury asserted, or from claims which may arise from the negligent acts or omissions of the BOCC or its employees. The BOCC shall notify the Owner of the BOCC's receipt of a notice of claim or a notice of intent to sue, and the BOCC shall afford the Owner the option of defending any such claim or action. Failure to notify and provide such written option to the Owner shall extinguish the BOCC's rights under this paragraph. Nothing in this paragraph shall be construed to constitute a waiver of the governmental immunity granted to the BOCC by Colorado statutes and case law. 9. SALE OF LOTS. No lots, tracts, or parcels within the Subdivision may be separately conveyed prior to recording of the Final Plat in the records of the Garfield County Clerk and Recorder. 10. BUILDING PERMITS AND CERTIFICATES OF OCCUPANCY. As one remedy for breach of this SIA, including failure to satisfy the Applicable Conditions of Approval, the BOCC may withhold issuance of building permits for any residence or other habitable structure requiring a permit to be constructed within the Subdivision. No certificates of occupancy shall issue for any habitable buildings or structures, including residences, within the Subdivision until all Improvements except revegetation have been completed and are operational and all Applicable Conditions of Approval have been satisfied as required by this SIA. 11. CONSENT TO VACATE PLAT. In the event the Owner fails to comply with the terms of this SIA, the BOCC shall have the ability to vacate the Final Plat as it pertains to any lots for which building permits have not been issued. As to lots for which building permits have been issued, the plat shall not be vacated and shall remain valid. In such event, the Owner shall provide the BOCC a plat, suitable for recording, showing the location by surveyed legal description of any portion of the Final Plat so vacated by action of the BOCC. If such a plat is not signed by the BOCC and recorded, or if such a plat is not provided by the Owner, the BOCC may vacate the plat, or portions thereof, by Resolution. It is specifically agreed that this paragraph 13 applies to the P.U.D. as a multi -phased project and, therefore, in the event the BOCC vacates the Final Plat as to the Subdivision, subject of this SIA, the BOCC may also withhold approval of a final plat for a future phase if on-site or off-site Improvements, including revegetation and the Applicable Conditions of Approval, covered by this SIA are not completely installed and operable. 12. ENFORCEMENT. In addition to any rights provided by Colorado statute, the withholding of building peiuiits and certificates of occupancy provided for in paragraph 12 above and the provisions for release of security, detailed in paragraph 3 above, it is mutually agreed by the BOCC and the Owner that the BOCC, without making an election of remedies, or any purchaser of any lot within the Subdivision, shall have the authority to bring an action in the Garfield County District Court to compel enforcement of this SIA. Nothing in this SIA, however, shall be interpreted to require the BOCC to 9 bring an action for enforcement or to withhold permits or certificates or to withdraw unused security, or to vacate the Final Plat or a portion thereof, nor shall this paragraph or any other provision of this SIA be interpreted to permit the purchaser of a lot to file an action against the BOCC. In addition, the BOCC may, but shall not be required to, pursue any of its enforcement remedies, if applicable, pursuant to Article XII of the Unified Land Use Resolution of 2008, as amended. 13. NOTICE BY RECORDATION. This SIA shall be recorded in the Office of the Garfield County Clerk and Recorder and shall be a covenant running with title to all lots, tracts, and parcels within the Final Plat. Such recording shall constitute notice to prospective purchasers or other interested parties as to the terms and provisions of this SIA. 14. SUCCESSORS AND ASSIGNS. The obligations and rights contained herein shall be binding upon and inure to the benefit of the successors and assigns of the Owner and the BOCC. 15. IDENTIFICATION OF CONTRACT ADMINISTRATORS AND NOTICE PROVISIONS. The representatives of the Owner and BOCC, identified below, are authorized as contract administrators and notice recipients. Notices required or permitted by this SIA shall be in writing and shall be deemed effective upon the date of delivery, or attempted delivery if delivery is refused. Delivery shall be made in person, by certified mail receipt requested U.S. mail, receipted delivery service, facsimile transmission, in all cases addressed to the authorized representatives of the BOCC and the Owner at the address or facsimile number set forth below: Owner: Spring Valley Holdings, LLC c/o Daniel Goldberg Seligman Western Enterprises, Ltd. 600 Montgomery Street, 40th Floor San Francisco, CA 94111 BOCC: Board of County Commissioners of Garfield County, Colorado c/o Building and Planning Director 108 Eighth Street, Suite 401 Glenwood Springs, CO 81601 16. AMENDMENT AND SUBSTITUTION OF SECURITY. This SIA may be modified from time to time, but only in writing signed by the parties hereto, as their interests then appear. Any such amendment, including, by way of example, extension of the Completion Date, substitution of the form of security, or approval of a change in the identity of the security provider/issuer, shall be considered by the BOCC at a scheduled public meeting. If such an amendment includes a change in the identity of the provider/issuer of security, due to a conveyance of the Subdivision by the Owner to a 10 successor in interest, Owner shall provide a copy of the recorded assignment document(s) to the BOCC, along with the original security instrument. Notwithstanding the foregoing, the parties may change the identification of notice recipients and contract administrators and the contact information, provided in paragraph 15 above, the provisions of that paragraph and without formal amendment of this SIA and without consideration at a BOCC meeting. 17. COUNTERPARTS. This SIA may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the same instrument. 18. VENUE AND JURISDICTION. Venue and jurisdiction for any cause arising out of or related to this SIA shall lie with the District Court of Garfield County, Colorado, and this SIA shall be construed according to the laws of the State of Colorado. IN WITNESS WHEREOF, the parties have signed this SIA to be effective upon the date of Final Plat Approval for the Subdivision. BOARD OF COUNTY COMMISSIONERS OF GARFIELD COUNTY, COLORADO ATTEST: By: Clerk to the Board Chairman Date: OWNER: SPRING VALLEY HOLDINGS, LLC a Delaware Limited Liability Company By: it (Name and Title) Date: 112-01 VD Owner 11 AvAltiov 174 STATE OF ef aitf,'i$ }ss COUNTY OF <n i /-/11-A1C(sc ) Subscribed and sworn to before me by �-\ GEA GdaicGA an authorized representative of Spring Valley Holdings, LLC, a Delaware Limited Liability Company, Owner of the Subdivision, this 20 day of , 2010. WITNESS my hand and official seal. My commission expires: ALICE FONG NG CommiSSIon # 1871666 Z Notary Public - California v San Francisco County My Comm. Expires Dec 17, 2013 t 12 EXHIBIT A Description of Applicable Conditions of Approval The following is a list of the conditions of approval contained in BOCC Resolution No. 2008-55 as corrected by Resolution No. 2010-38 (P.U.D. Approval) and Resolution No. 2008-56 (Preliminary Plan Approval), together with a description of whether and to what extent such conditions of approval constitute requirements under this SIA for Phase 1, or whether and to what extent such conditions of approval apply to subsequent phases. Those conditions of approval that constitute requirements under this SIA for Phase 1 shall be "Applicable Conditions of Approval" as that term is used in this SIA. Resolution No. 2008-55 1.0 The following conditions consolidate, amend, and restate as appropriate the conditions contained in the various resolutions approving, extending or amending the P.U.D. for Spring Valley Ranch in Resolutions 2000-95, 2003-19, 2003-99 and 2005-83. They supersede and replace all of the conditions of approval in said resolutions, and the conditions of approval set forth in said resolutions shall be null and of no further force or effect. • This condition is a general condition applicable to all phases, but for purposes of this SIA shall not be an Applicable Condition of Approval under this SIA. 2.0 All representations of the applicant, either within the application or stated at the meeting before the Planning Commission or in the hearing before the Board of County Commissioners, shall be considered conditions of approval, including at a minimum, but not limited to the following: • This is a general condition applicable to all phases. 3.0 The following conditions included in the letter received from Nick Adeh of NA consulting dated June 13, 2000, are to be adhered to as a conditions of approval: 3.1 Construct the west entrance to County standards as a paved road and stop CR115 paving at this intersection. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 6. 3.2 The remaining segments of the CR 115 that are beyond the property frontage must remain unpaved and rough as is. 13 • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to all future phases. 3.3 Install selective signage on CR 115 just west of the P.U.D. to discourage use of Red Canyon Road as an alternative access to State Highway 82. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 6. 4.0 During construction, the applicant will be responsible for all dust mitigation caused by the project on on-site and off-site roads. • This shall be an Applicable Condition of Approval. 5.0 Access for out parcels shall be shown on the applicable final plats. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. 6.0 The monitoring plan for the best management practices shall be controlled/ implemented by the Home Owner's Association or another body capable of managing the plan. • This shall be an Applicable Condition of Approval. Upon inclusion of this condition within the CC&Rs for the Project, this condition shall be deemed satisfied. 7.0 All of the proposed Development Phasing Schedule be modified to require the final platting of all phases within 15 years of the platting of the first phase and that the completion of construction periods may be less as required by the applicable subdivision improvements agreement. • This is a general condition applicable to all phases, but for purposes of this SIA shall not be an Applicable Condition of Approval under this SIA. 8.0 Based upon the representations of the applicant, accepting the provisions of the letter of Mr. John R. Schenk, dated September 12, 2000, the following condition is imposed: 8.1 The Covenants, Conditions and Restrictions (CCRs) for the Community Housing component of the project shall provide that a Home Owners Association will be the governing authority with all appropriate 14 enforcement powers for operation and control of the Community Housing component. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. 9.0 Future use of additional wells (Gamba wells) requires the development of water rights and well permits if required by the appropriate state agency. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. 10.0 All conditions of the Division of Water Resources shall be met. Those conditions include but are not limited to: (1) the claimed water rights are dedicated to the project, and (2) the plan for augmentation is operated according to decreed terms and conditions. • This shall be an Applicable Condition of Approval, as it applies to water rights for the Sales Office/Entrance structure. 11.0 Available surface water supplies shall be used to their fullest extent to provide the irrigation supply to the golf courses in order to minimize groundwater withdrawals. A groundwater monitoring plan shall be developed to monitor future water levels near the Spring Valley Ranch wells. The monitoring plan shall include water level measurements in the production wells and other wells at the P.U.D. that can be used as monitoring holes. The monitoring plan shall include measurements made with enough frequency to observe seasonal groundwater fluctuations and long term groundwater trends. Results of the monitoring program shall be available to the public. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. There will be an additional monitoring well developed or identified that is at least 2000 feet from the production wells. Either a new well or an off- site well meeting those criteria could meet the criteria. All of the monitoring reports will be available to the public. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. 12.0 The domestic water system must be constructed and operated in accordance with the Colorado Department of Public Health and Environment regulations and standards. 15 • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. 13.0 The Applicant shall comply with the following conditions relating to wildlife: • This shall be an Applicable Condition of Approval. Except as noted below in 13.11, the following provisions shall be included within the CC&Rs for the Project. Upon inclusion of conditions 13.1-13.10 within the CC&Rs for the Project, this condition shall be deemed satisfied. 13.1 Dogs: Dogs shall be allowed on each residential, commercial and/or industrial lot pursuant to Section 3.17 of the Applicant's proposed covenants unless Garfield County Zoning and Subdivision regulations are more restrictive. 13.2 Seasonal Use Restrictions: The seasonal use restrictions proposed by the applicant in the submittal shall be conditions of approval. 13.3 Educating Residents: Consistent with the provisions in the CDOW Letter of August 31, 1999, the Applicant shall provide an informative brochure at the first Final Plat which is intended to be provided to residents at the time of conveyance of each lot. 13.4 Additional Commitments: The Wildlife Mitigation Plan proposed by the Applicant shall be made a part of the proposed covenants. 13.5 Fencing: Fencing shall be allowed pursuant to Section 3.24 of the proposed covenants. 13.6 Horses and Livestock: As per the Applicant's submittal, horses shall be permitted pursuant to Sections 3.17 and 3.24 of the proposed covenants. 13.7 Building Envelopes: Building envelopes shall be represented by the Applicant on the Preliminary Plan Application consistent with this P.U.D. Application. 13.8 Wildlife Mitigation: A Wildlife Mitigation Plan will be implemented through the Applicant's proposed covenants and deed restrictions as a condition of any Final Plat approval. 13.9 Bears/Trash Removal: The Applicant shall comply with Section 3.14 of the propose covenants submitted by the Applicant. 16 13.10 Riparian/Wetlands: The provisions listed in the CDOW letter of August 31, 1999, and Section 4.3.4 of Appendix E of the submittal (Wildlife report) shall be conditions of any approval. 13.11 Raptor Survey: At the time of the first Final Plat, the Applicant shall demonstrate compliance with Section 4.3.3 of the "Wildlife Use, Impacts, and Mitigation" report submitted by the Applicant. • Under the terms of the "Wildlife Use, Impacts, and Mitigation" report this condition is not applicable to any structure in Phase 1. Therefore, this shall not be an Applicable Condition of Approval. 14.0 No new wood burning open hearth fireplaces shall be allowed within the development. • This shall be an Applicable Condition of Approval. Upon inclusion of this condition within the CC&Rs for the Project, this condition shall be deemed satisfied. 15.0 The Applicant shall accelerate the phasing for the Community Housing Units (in their same unit count / building mix) from phases 7 — 10 to 5 — 8. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. 16.0 All infrastructure, public utilities, trails and open space shall be phased in accordance with the phasing plan set forth in Exhibit 21 of Binder 4. Specifically, open space and trails approved as part of the P.U.D. shall be allowed to be platted and constructed with each individual phase rather than all at once with the first Final Plat. The Final Plat of each phase shall result in a cumulative total of all open space in both the current Final Plat and all previously recorded Final Plats of at least 25%. Each Final Plat shall provide a calculation table that demonstrates the open space for that particular phase as well as summarizes the open space totals in any previous phase. • Owner has provided the required calculation and is in compliance with this condition for Phase 1. As a result, shall not be an Applicable Condition of Approval under this SIA. 17.0 Accessory Dwelling Units (ADUs) are prohibited in Spring Valley Ranch P.U.D.. • This shall be an Applicable Condition of Approval. Upon inclusion of this condition within the CC&Rs for the Project, this condition shall be deemed satisfied. 17 Resolution 2008-56 1.0 The following conditions consolidate, amend, and restate as appropriate the conditions contained in the various resolutions approving, extending or modifying the preliminary plans for Spring Valley Ranch in Resolutions 2002-07, 2003-98 and 2005-84. They supersede and replace all of the conditions of approval in said resolutions, and the conditions of approval set forth in said resolutions shall be null and of no further force or effect. • This condition is a general condition applicable to all phases, but for purposes of this SIA shall not be an Applicable Condition of Approval under this SIA. 2.0 All representations of the applicant, either within the application or stated at the September 12, 2007, meeting before the Planning Commission or in the December 7, 2007, hearing before the Board of County Commissioners, shall be considered conditions of approval, including at a minimum, but not limited to the following: • This condition is a general condition applicable to all phases. 3.0 The applicant shall make application to the Colorado Department of Transportation, pursuant to Section 2.3(12)(b) of the State Highway Access Code, for a permit for the reconstruction of an existing access at the intersection of County Road 114 and State Highway 82. Such application and approved permit shall be tendered as a part of the approved phasing plan and shall be included with the applicable final plat documents, specifically the subdivision improvements agreement that includes security for the intersection improvements. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 8. 4.0 The applicant shall make the improvements to County Roads 114 and 115 as proposed in the application, at their own expense, regardless of cost, and consistent with the phasing of the improvements in the approved phasing plan. • This condition does not apply to Phase 1 Improvements because no new dwelling units are included in Phase 1, and therefore shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 2, 6 and 8. 5.0 The alignment of CR 114 is contingent upon application by Lake Springs Ranch for the realignment of CR 114 through the Lake Springs Ranch and approval of such application by the County. The following conditions of approval shall apply only if Lake Springs Ranch obtains approval for the realignment of CR 114 prior to the County's approval of the Subdivision Improvements Agreement for Phase 2 18 of Spring Valley Ranch P.U.D. Otherwise, the current conditions of approval related to CR 114 in its existing alignment shall apply, the Applicant shall not show the realigned road on any final plat, and the preliminary plan shall be automatically and without further action amended to delete the realigned road and the following conditions of approval: • This condition does not apply to Phase 1 Improvements because Lake Springs Ranch has not made application for the realignment of CR 114, and therefore shall not be an Applicable Condition of Approval under this SIA. 5.01 Because the proposed realignment of CR 114 will travel through Lake Springs Ranch, Lake Springs Ranch shall dedicate to Garfield County a right-of-way for CR 114 from the owners of the affected property prior to any approval of a fmal plat. This shall be shown on all fmal plat documents as appropriate. 5.02 If the proposed realignment of CR 114 is approved for both Spring Valley Ranch and Lake Springs Ranch, prior to construction of the realigned CR 114, the owners of Spring Valley Ranch shall submit a Road Vacation Application, executed by the owners of both Spring Valley Ranch and Lake Springs Ranch under the County Road Vacation Policies. 5.03 Because Spring Valley Sanitation District has made certain real improvements that are located within CR 114 as it is currently located, the Applicant and Lake Springs Ranch shall enter into an appropriate agreement with Spring Valley Sanitation District regarding the improvements that have been installed within the existing CR 114 alignment so that there will be no disruptions to service a provided by the District and that costs for relocation of certain improvements, if necessary, shall be addressed in the agreement. This signed agreement shall be provided to Staff at the time of the fmal plat. 5.04 Because the majority of the proposed realignment of CR 114 lies within the boundaries of the Lake Springs Ranch property, any approval for the realignment of CR 114 for Spring Valley Ranch shall not be considered approved unless a similar approval is obtained by Lake Springs Ranch. 5.05 Spring Valley Ranch, in the design and reconstruction of CR 114, shall comply with the standards and criteria included in Resolution 2002-109 as those conditions relate to shoulder width (6 feet), surfacing and ditch design. 5.06 Prior to approval of a new alignment for CR 114, Spring Valley Ranch shall submit a plan for the intended use of the old CR 114 Right -Of -Way. Such plan shall be approved by the owners of Lake Springs Ranch and 19 provide for proportionate cost sharing. If the Plan proposes to leave the old CR 114 Right -Of -Way as -is for a period of at least one year, the owners of Spring Valley Ranch shall provide a weed management plan for that Right -of -Way. If the Plan for the new CR 114 Right -Of -Way requires reclamation, the owners of Spring Valley ranch shall submit 1) a plant material list, 2) a planting schedule, 3) an estimate in terms of acres or square feet of the area to be reclaimed, and 4) a revegetation bond or security before final BOCC approval. 5.07 The revegetation security provided to Garfield County shall be held by Garfield County until vegetation has been successfully reestablished according to the Reclamation Standards in the Garfield County Weed management Plan. The Board of County Commissioners will designate a member of their staff to evaluate the reclamation prior to the release of the security. 5.08 The Reclamation Plan anticipated in condition 5.07 above shall include 1) a plant material list (to conform with the surrounding native vegetation), 2) a planting schedule, 3) a map of the areas impacted by soil disturbances (road cuts) and an estimate of surface area disturbed, and 4) a revegetation bond or security as part of the relevant subdivision improvements agreements. 5.09 The Subdivision Improvements Agreement (SIA) for Phase 2 of Spring Valley Ranch P.U.D. shall provide that the Phase 2 improvements to CR 114 need not be commenced until 2 years after the earlier of i) the date of the SIA for Phase 2, or ii) the approval of the application by the Lake Springs Ranch developers to realign CR 114. In the event the end of said 2 -year period falls between October 1 — March 31, the Applicant may commence construction as soon as practicable when weather conditions permit. Security for the Phase 2 improvements to CR 114 shall be in place at the same time as other improvements set forth in the subdivision improvements agreement for Phase 2. The phasing schedule set forth in Exhibit 21 of Binder 4 is hereby amended to provide for the potential construction of Phase 2 improvements to CR 114 in accordance with this Condition 5.0. 6.0 The internal private roads will be maintained by either the Landis Creek Metropolitan District or the Homeowner's Association. In the event the roads are maintained by the Homeowners Association, a maintenance and repair plan for the internal private road system must be included in the covenants of the master homeowners association. • This shall be an Applicable Condition of Approval. The covenants of the Master Association, section 4.1, require that the roads be maintained by the Landis Creek 20 Metropolitan Districts No. 1 and/or No. 2, and therefore this condition is deemed satisfied. 7.0 The Applicant and Mrs. Veltus shall negotiate in good faith for the creation of a new road easement through the Applicant's property on reasonable terms and conditions. Such easement shall be identified on the final plat but shall not require a P.U.D. amendment. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 2. 8.0 The dam break failure analysis for an enlarged Hopkins Reservoir must be incorporated into the drainage plan and subdivision improvements agreement for phase 2 and incorporated into subsequent phases as applicable in a manner adequate to prevent damage or potential loss of life or structures within the subdivision. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 2. 9.0 The Applicant shall upgrade the electrical utilities consistent with a contract with Holy Cross Electric, at the developer's expense. • This condition does not apply to Phase 1 Improvements because no electrical upgrade is required for Phase 1, and therefore shall not be an Applicable Condition of Approval under this SIA. 10.0 Prior to the recordation of the final plat that includes Lots R 92, 94 and 95, the Applicant shall install piezometers along the hillside in the location of Lots R 92, 94 and 95 to monitor groundwater conditions. This information shall be submitted to the Colorado Geologic Survey for their review and comment. The design for the development of such lots shall take this information into consideration, including the potential of a comprehensive solution and/or individual lot drainage mitigation. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 6. 11.0 Plat notes and covenants shall indicate that all lots require a site specific geological and geotechnical analysis prior to any construction. • This shall be an Applicable Condition of Approval. 21 12.0 The design guidelines shall include Best Management Practices which minimize directly connected impervious areas for storm water runoff within individual lots as part of the first final plat and all subsequent plats. • A plat note shall be required on all final plats stating that directly connected impervious areas for storm water runoff shall be minimized within individual lots. 13.0 Prior to the approval of any Final Plat, the Applicant shall submit to the Garfield County Vegetation Management Office a Noxious Weed / Revegetation Plan which shall include a noxious weed inventory of the area of the property covered by the plat. That Plan shall also include a specific planting schedule, along with the quantification of the acres or square footage of surface to be disturbed and revegetated needs to be developed. Additionally, the Plan shall include reclamation cost estimates for seeding, mulching and other factors that may aid in plant establishment as part of any final plat application and include revegetation security to hold until vegetation has been successfully reestablished according to the County's reclamation standards. Finally, this Plan shall include a Soil Management Plan to be developed for the project and submitted with any final plat application. • This shall be an Applicable Condition of Approval. 14.0 As part of all final plats, construction plans shall delineate all wetland areas and all wetland areas shall be clearly marked and fenced prior to construction. • This condition does not apply to Phase 1 Improvements because there are no jurisdictional wetlands affected by any Phase 1 improvement, and therefore shall not be an Applicable Condition of Approval under this SIA. This shall be an Applicable Condition of Approval for all subsequent phases. 15.0 As per Section 4:34 of the Subdivision Regulations, Preliminary Plan approval shall be valid for a period not to exceed one (1) year from date of Board approval, or conditional approval, unless on extension of not more than one year is granted by the Board prior to the expiration of the period of approval. • With the filing of the Final Plat for Phase 1, this condition shall be deemed satisfied. 16.0 School Site Acquisition Fees shall be paid at the time of final plat as per Section 9:81 of the Garfield County Subdivision Regulations, as amended. • Since no new lots are being created in Phase 1, this condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval 22 under this SL4. Section 9:81 of the Garfield County Subdivision Regulations is now incorporated into Section 7-405 of the Garfield County Land Use Resolution. 17.0 The Homeowners Association or Metropolitan District as appropriate must hire at least a Class C operator to operate and maintain the proposed Ranch Lot ISDS systems prior to issuance of the first ISDS system permit. If proof of the employment of such a person is not provided to the Planning Department prior to the issuance of said ISDS permit, the Building Department shall not issue the ISDS permit or any subsequently requested ISDS permit. • The Lots referred to herein as "Ranch Lots" are now designated as "Mountain Lots." This condition does not apply to Phase 1 Improvements because no Ranch Lots will be developed in Phase 1, and therefore shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phases 3 and Mountain Phases 1-11. 18.0 Prior to the approval of the final plat of each phase, the Spring Valley Sanitation District shall certify that sufficient capacity is available to provide for the development in such phase. • Phase 1 does not include any structure that will require service from the Spring Valley Sanitation District. Therefore, this condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to all subsequent phases. 19.0 Owners of existing permitted or adjudicated water supplies in use for a single- family residence as of October 29, 2001 that are located on the properties that are contiguous to the boundaries of the Districts and therefore within the service area of the Districts, shall have the right to connect to the central potable water supply system of the Districts in accordance with the following conditions: • Phase 1 does not include the construction of the central potable water supply system. Therefore, this condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to all subsequent phases. 19.01 Each dwelling unit served by an existing permitted or adjudicated water supply shall be entitled to one tap for the provision of one EQR from the central potable water system; 19.02 Such owners shall be subject to the same rules, regulations, and policies as all other residential users on such systems; 19.03 Such owners shall be charged in -District fees, charges, and rates even though they are out of the Districts; 23 19.04 In the event that such an owner's permitted or adjudicated water supply becomes unable to produce the quantities required for permitted domestic water use, not due to the admitted or judicially determined negligence of the owner, such owner shall not be required to pay a tap fee or for a physical connection at the time of connection to the water supply system; 19.05 The main infrastructure and distribution systems for the water supply system have been installed and tested and operational; 19.06 Such owners may choose to connect to the water supply system at any time after the system is installed and operational and shall connect to such system on any appropriate primary distribution line and SVD shall use all reasonable efforts to locate such distribution lines in a manner that, to the extent feasible and practical, it will accommodate a connection by such owners; 19.07 Such owners, who connect under 19.06 above, shall be responsible for all costs associated with constructing and extending the necessary water lines to connect to the water supply system's primary distribution lines; 19.08 Such owners may keep their existing permitted or adjudicated water supply in operation, the water court decrees that will legally support such service must be issued in Case Nos. 98CW254 and 255 in Water Division No. 5; and 19.09 Such owners will be responsible for securing any necessary rights-of-way from their property to the district boundary and SVD or the District will provide the appropriate rights-of-way, within the District boundary. 20.0 With the exception of Lot P23 and OSR Parcel E, individual well development shall be prohibited for new development. • Lot P23 is now depicted as P1, and OSR Parcel E is now depicted as OSR Parcel B, and are located in Phase 1. Therefore, individual well development shall be allowed on these parcels, but this is not an Applicable Condition of Approval under this SIA. 21.0 The Applicant shall work with the water district providing potable water service to the development to adopt a water usage rate structure that encourages conservation. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to all subsequent phases. 24 22.0 Well water usage for agricultural and golf course purposes shall be allowed to supplement surface water sources in the event of a shortage of surface water supplies. • This shall be an Applicable Condition of Approval. 23.0 Valid well permits must be obtained for all of the wells included in the water supply plan and copies submitted to the Planning Department prior to Final Plat approval. • This shall be an Applicable Condition of Approval. 24.0 Subject to the terms hereof, the Applicant shall provide a nonexclusive easement to allow for the conveyance of water piped from the BR Hopkins Spring located on Spring Valley Ranch P.U.D. property to a point where the water from the BR Hopkins Spring is used on the LaGigilia property. The easement is not required to follow the historic pipeline corridor and it can be relocated to a preferred location mutually agreed to by the parties who have a right to the BR Hopkins Spring and any property owner whose property the new pipeline may cross. This easement to the BR Hopkins Spring shall be designed to allow access to the spring of an adequate width in order to perform improvements to and maintenance on the spring and any portion of a pipe conveying water. This easement shall be depicted on the final plat for review. Further, the Applicant shall be required to present the terms of the easement to the Planning Department for review at final plat and then subsequently recorded in the Office of the County Clerk and Recorder and cross referenced by reception #, book and page on the final plat. • This shall be an Applicable Condition of Approval. 25.0 All lots that require booster pumps shall be noted on any final plat and in the covenants. Unless otherwise required by the water district, all lots that require pressure reducing valves shall be noted on any final plat and in the covenants. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to all subsequent phases as necessary. 26.0 Prior to the second final plat (Phase 2), the Applicant's engineer shall confirm that all nodes with residual pressure of less than 20 psi (pounds per square inch) will not affect the fire hydrants or individual residences. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 2. 25 27.0 The covenants or bylaws for the development shall obligate the Homeowners Association to require the development's private security company to enforce the at -large dog and cat restrictions included in the covenants. • Inclusion of this provision in the CC&Rs shall be an Applicable Condition of Approval. This provision in the CC&Rs shall apply commencing with Phase 2. 28.0 The following plat notes will be included on any final plat: • Inclusion of these provisions on the Final Plat shall be an Applicable Condition of Approval. 28.01 All exterior lighting will be the minimum amount necessary and all exterior lighting will be directed inward and downward, towards the interior of the subdivision, except that provisions may be made to allow for safety lighting that goes beyond the property boundaries. 28.02 Colorado is a Right -to -Farm State pursuant to C.R.S. 35-3-101, et seq. Landowners, residents and visitors must be prepared to accept the activities, sights, sounds and smells of Garfield County's agricultural operations as a normal and necessary aspect of living in a County with a strong rural character and a healthy ranching sector. All must be prepared to encounter noises, odor, lights, mud, dust, smoke, chemicals, machinery on public roads, livestock on public roads, storage and disposal of manure, and the application by spraying or otherwise of chemical fertilizers, soil amendments, herbicides, and pesticides, any one or more of which may naturally occur as a part of a legal and non -negligent agricultural operations. 28.03 All owners of land, whether ranch or residence, have obligations under State law and County regulations with regard to the maintenance of fences and irrigation ditches, controlling weeds, keeping livestock and pets under control, using property in accordance with zoning, and other aspects of using and maintaining property. Residents and landowners are encouraged to learn about these rights and responsibilities and act as good neighbors and citizens of the County. A good introductory source for such information is A Guide to Rural Living & Small Scale Agriculture put out by the Colorado State University Extension Office in Garfield County. 29.0 All construction for the Spring Valley Ranch P.U.D. shall be in accordance with the International Fire Code. 26 • This shall be an Applicable Condition of Approval, and is required by Section 3.5 of the Master Declaration of Covenants, Conditions and Restrictions for Spring Valley Ranch. 30.0 The Applicant shall address the comments prepared by Mountain Cross Engineering on behalf of the County in the following manner: 30.01 Mountain Cross Engineering ("MCE") comments 1 to 13 and 15, except for 3 and 7, pertain to final plat conditions that will be fulfilled at the filing of each phase. With regard to comment 3, the community water system will be approved, permitted and operated pursuant to CDPHE regulations that will assure adequate water quality.. • Generally, this shall be an Applicable Condition of Approval. Specifically, each comment from MCE is addressed below: o MCE Comment 1: The range of water pressures that are anticipated for the subdivision may require individual residences have either booster pumps or pressure reducing valves. The lots to be affected by these pressures should he identified either on the Final Plat or within the Conditions, Covenants, and Restrictions (CCRs). ■ This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 2. o MCE Comment 2: There appears to be an adequate legal and physical water supply. The proposed water system will require approval from the State of Colorado prior to construction and prior to Final Plat. ■ This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to Phase 2. o MCE Comment 4: Notice of Intent to impound water should be filled out for non jurisdictional dams. Jurisdictional dams will require approval from the State of Colorado prior to construction and prior to Final Plat. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. o MCE Comment 5: The road standards propose that engineered pavement sections are to be used. Recommended pavement section should be incorporated into the plans at Final Plat. 27 • This shall be an Applicable Condition of Approval. The engineered pavement section is provided in the pavement section design report prepared by CTL Thompson and included with the Final Plat application. The engineered pavement section is incorporated into the design of the road section which is included with the Final Construction Plans prepared by Gamba & Associates, Inc. and submitted with the Final Plat application. o MCE Comment 6: The Geotechnical Report recommends that site specific individual soils reports are prepared for building construction. This should be required and incorporated into the CC&Rs or on the Plat. ■ This shall be an Applicable Condition of Approval. This condition is stated on the Final Plat. o MCE Comment 8: The Applicant proposes individual onsite detention ponds for the residential lots within Watersheds I and K. Construction specifications and details for this construction need to be included within the CC&Rs and a note included on the plat for the affected lots. ■ This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. Watershed I applies to Phase 9. Watershed K applies to Phase 8. o MCE Comment 9: The site will disturb more than one acre and will require a discharge permit for construction activities from the State. ■ This shall be an Applicable Condition of Approval. Prior to commencement of construction activities, a SWMP will be prepared and submitted in accordance with CDPHE rules and regulations. o MCE Comment 10: The project may require an air pollution permit for construction activities from the State. • This shall be an Applicable Condition of Approval. Prior to commencement of construction activities, an air pollution permit will be obtained in accordance with applicable rules and regulations. o MCE Comment 11: Engineered ISTS systems are proposed for the Mountain Lots. Affected lots should be identified within the CC&Rs and a note included on the Final Plat. 28 • This condition has been satisfied by inclusion of a reference to these Lots in the CC&Rs. This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SL4. o MCE Comment 12: The proposed road design standards generated no comments. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SL4. o MCE Comment 13: The Board of County Commissioners will need to approve the cul-de-sacs that are longer than 600'. Increased lengths due to topographical constraints are justified. • This condition has been satisfied by the approval of the PUD Plan. o MCE Comment 15: Guardrail will need to be provided throughout the project. Details and warranted locations should be determined by the Applicant. • This shall be an Applicable Condition of Approval. However, according to applicable engineering standards, guardrail is not warranted within Phase 1 improvements. 30.02 With regard to Comment 18, Applicant will study the need for additional mainline PRV's in the final design, and shall include a note on the final plat as necessary on all lots in that phase requiring an individual PRV. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SL4. This condition may apply to future phases as shown on engineering plans. 30.03 With regard to Comment 19, Applicant will grade and maintain an unpaved access concurrently with the installation of the off-road water lines, which will be depicted on the final design drawings. An appropriate easement will be shown on the final plat. These accesses will be used for construction and ongoing operations. Winter maintenance and repair will require track -equipment. ■ This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition may apply to future phases as shown on engineering plans. 29 30.04 With regard to Comment 20, the access roads to both water storage tanks will be depicted on the final design drawings. Appropriate easements will be shown on the final plat. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition may apply to future phases as shown on engineering plans. 30.05 With regard to Comment 21, Applicant's final engineering and construction drawings will provide for a foundation that protects the Tank's structural fill and foundation from erosion. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition may apply to future phases as shown on engineering plans. 30.06 With regard to Comment 22, Applicant will provide for a cleanout of the low-pressure main sewer line in its final engineering and construction drawings for the sewer system. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition may apply to future phases as shown on engineering plans. 30.07 With regard to Comment 23, in conjunction with final design the Applicant will address of any byproducts generated by the MIOX disinfection system, including any state and federal requirements. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition may apply to future phases as shown on engineering plans. 31.0 Prior to final plat, the Applicant shall meet the requirements set forth in the Spring Valley Sanitation District's "Will Serve" letter dated August 4, 2006, regarding the Spring Valley Ranch Project, which is included in Binder 3 Appendix H of the Application. • This condition does not apply to Phase 1 Improvements and shall not be an Applicable Condition of Approval under this SIA. This condition will apply to all subsequent phases. 30 EXHIBIT B Improvements Spring Valley Ranch P.U.D. - Phase 1 Final Construction Plans prepared by Gamba and Associates dated October 23, 2009: Sheet 1: Road Plan & Profile Sheet 2: Sanitary Sewer Plan & Profile Sheet 3: Water System Plan & Profile Sheet 4: Drainage Plan & Profiles Sheet 5: Sanitary Sewer Details Sheet 6: Road & Water Details Sheet 7: Drainage Details 31 EXHIBIT C ate of Cost of Completion of Improvements Sys. Item # Construction Item Units Estimated Quantities Estimated Unit Price Estimated Construction Costs Site Prep. SP -2 Remove existing fence LF 62 $15.00 $930.00 SP -3 Traffic control LS 1 $7,500.00 $7,500.00 Subtotal of Site Preparation Items $8,430.00 Road & Driveways RD -1 Clear & grub ACRE 1.72 $3,900.00 $6,708.00 RD -2 Compacted fill of on-site excavation CY 662 $4.95 $3,276.90 RD -3 Excavate & off-site disposal of excess cut material CY 1,823 $8.00 $14,584.00 RD -4 Excavate & disposal of excess rock material CY 655 $10.20 $6,681.00 RD -5 Rock blasting CY 655 $30.15 $19,748.25 RD -6 Scarify & recompact in situ soil SY 2,676 $1.80 $4,816.80 RD -7 Install road aggregate base course TONS 968 $22.00 $21,296.00 RD 8 Install hot bituminous pavement TONS 425 $80.00 $34,000.00 RD -9 Revegetate with native shrubs & grasses SY 5,636 $0.75 $4,227.00 RD -10 Install traffic signs EA 2 $275.00 $550.00 RD 11 Install gate near entrance to Highgrange Pass EA 1 $8,000.00 $8,000.00 RD -12 New fence construction EA 50 $10.00 $500.00 Subtotal of Road & Driveways $124,387.95 Sewer System SS -1 8" SDR -35 PVC gravity sewer pipe LF 731 $40.00 $29,240.00 SS 2 Install 48" dia. gravity sewer manhole EA 4 $2,900.00 $11,600.00 SS -3 Cap end of 8" sewer pipe EA 2 $200.00 $400.00 SS -4 4" SDR -35 PVC gravity sewer service lines with tap on main LF 18 $50.00 $900.00 Subtotal of Sewer System $42,140.00 Water System WS -1 12" DIP potable water pipe LF 731 $65.00 $47,515.00 WS -2 Air -Vacuum Vault for future valve EA 1 $2,000.00 $2,000.00 WS -3 Install tee & valve for future hydrant EA 1 $2,100.00 $2,100.00 WS -4 2" water service lines with curbstop LF 25 $25.00 $625.00 Subtotal of Water System $52,240.00 d iii a) p e D-1 12" ADS -N12 Culvert LF 44 $28.00 $1,232.00 D-2 18" ADS -N12 Culvert LF 54 $35.00 $1,890.00 32 Sys. ItemEstimated # Construction Item Units Quantities Estimated Unit Price Estimated Construction Costs D-3 48" x 48" Double V -Weir Inlet Structure EA 2 $3,500.00 $7,000.00 D-4 12" Flared End Section EA 1 $500.00 $500.00 D-5 18" Flared End Section EA 1 $700.00 $700.00 Subtotal of Storm Sewer & Drainage System $11,322.00 Q cn ER -1 Install silt fence LF 360 $1.35 $486.00 ER -2 Install hay bale dikes EA 4 $120.00 $480.00 ER 3 Install construction entrance EA 1 $1,800.00 $1,800.00 ER 4 Install temporary culvert outfall & slope protection EA 2 $300.00 $600.00 Subtotal of Storm Water Management & Erosion Protection Plan $3,366.00 Total of Estimated Construction Items $241,885.95 M-1 Miscellaneous & Contingency 10.00% $24,188.60 Total Estimated Construction Costs $266 074.55 ••••Ta3p ►O ` 33 EXHIBIT D Form of Letter of Credit IRREVOCABLE STANDBY LETTER OF CREDIT Reference #: Amount: Date of Issue: Expiration Date: BENEFICIARY: Board of County Commissioners of Garfield County ("Beneficiary" or "BOCC") 108 8th Street, Suite 213 Glenwood Springs, CO 81601 ACCOUNT PARTY/Applicant: Establishment/Face Amount/Purpose/Expiration Date/Transferability We hereby establish/issue/open, at the request of the Applicant/Account Party, Irrevocable Standby Letter of Credit No. in an amount not to exceed Two Hundred Sixty Six- Thousand Seventy Four dollars and 55 cents ($266,074.55). The purpose of this letter is to secure the Applicant/Account Party's performance of and compliance with the agreement between Applicant/Account Party and Beneficiary, dated and titled Subdivision Improvements Agreement, Phase I Spring Valley Ranch Subdivision, Located within the Spring Valley Ranch P.U.D. ("Subdivision Improvements Agreement"). This Letter of Credit expires at Bank, at p.m. Central Standard Time on , 20. This letter is not transferable. Partial Releases Partial draws are permitted. The BOCC may authorize periodic reductions in the face amount of this Letter of Credit [If Bank requires Reduction Certificates: and, if so authorized, the revised face amount of the Letter of Credit shall be evidenced by a separate Reduction Certificate, approved and executed by the BOCC or the BOCC's authorized representative], stating the amount of reduction therein. Conditions for Payment to Beneficiary Drafts submitted by Beneficiary must be accompanied by the following documents: 1. Beneficiary's signed statement executed by the Chaim an of the BOCC or the BOCC's authorized designee stating: Spring Valley Holdings, LLC, developer of P.U.D. is in default of its 34 obligations set forth in that certain Subdivision Improvements Agreement between Spring Valley Holdings, LLC and the BOCC, dated , and recorded as Reception Number of the Real Estate Records of the Office of the Garfield County Clerk and Recorder. 2. The original Letter of Credit, endorsed on the reverse side with the words: "Drawn by the Board of County Commissioners of Garfield County, Colorado in the amount of Two Hundred Sixty Six- Thousand Seventy Four dollars and 55 cents ($266,074.55)," manually signed by the Chairman or the BOCC' s authorized representative. Cancellation This Letter of Credit and amendments, if any, must be returned to us for cancellation with a statement signed by the Beneficiary stating: "This Letter of Credit is no longer required by the BOCC and is hereby returned to the issuing bank for cancellation." Issuer's Undertaking We hereby agree to honor each draft drawn under and in compliance with the terms of this Letter of Credit if presented, together with the documents above specified, to (name) Bank, (street address) (city/town) , Colorado, on or before the date of expiration identified above. This letter is issued subject to the Uniform Customs and Practices for Documentary Credit (2007 Revision), International Chamber of Commerce Publication Number 600 and the Uniform Commercial Code at C.R.S., §4-1-101 et seq., as amended. By Name Title Bank THIS IS A FORM DOCUMENT. BANKS USE DIFFERENT FORMATS AND DIFFERENT TERMS TO IDENTIFY ISSUER, APPLICANT AND BENEFICIARY. ASK YOUR BANK TO ADDRESS THE MATTERS IDENTIFIED ABOVE: Establishment, Face Amount, Purpose, Expiration Date, Transferability, Partial /Single Releases, Conditions for Payment to Beneficiary, Cancellation, Issuer's Undertaking AND TO SPECIFY WHETHER OR NOT PARTIAL RELEASES OF THE LETTER OF CREDIT, IF ALLOWED, REQUIRE THE USE OF REDUCTION CERTIFICATES. LETTERS OF CREDIT ARE HELD IN THE CUSTODY OF THE GARFIELD COUNTY TREASURER. ADDRESS QUESTIONS RELATED TO PARTIAL OR FULL RELEASE, HOWEVER, TO THE BUILDING AND PLANNING DEPARTMENT. 35 EXHIBIT E Form Written Request for Partial Release of Letter of Credit Board of County Commissioners Garfield County, Colorado c/o Planning Director 108 Eighth Street, Room 201 Glenwood Springs, CO 81601 RE: Spring Valley Ranch P.U.D. This request is written to formally notify the BOCC of work completed for Spring Valley Ranch P.U.D, As Owner, we request that the BOCC review the attached Engineer's Certificate of Partial Completion and approve a reduction in the face amount of the Letter of Credit in the amount of Two Hundred Sixty Six- Thousand Seventy Four dollars and 55 cents ($266,074.55), to a reduced face amount of $ Attached is the certified original cost estimate and work completed schedule, showing: Engineers Cost Estimate Work Completed, less 10% Reduced Face Amount of LOC Based on periodic observation and testing, the construction has been completed, to date, in accordance with the intent of the plans and specifications that were reviewed and approved by the BOCC' s representatives and referenced in Paragraph 2 of the Subdivision Improvements Agreement between the BOCC and the Owner. If further information is needed, please contact , at Owner or Owner's Representative/Engineer 36 EXHIBIT F Form Written Request for Final Release of Letter of Credit Board of County Commissioners Garfield County, Colorado c/o Planning Director 108 Eighth Street, Room 201 Glenwood Springs, CO 81601 RE: Spring Valley Ranch P.U.D. This request is written to formally notify the BOCC of work completed for Spring Valley Ranch P.U.D. As Owner, we request that the BOCC review the attached Engineer's Certificate of Final Completion and approve a cancellation of the Letter of Credit, except for that portion relating to revegetation. Attached is the certified original cost estimate and work completed schedule, showing: Engineers Cost Estimate, less revegetation $261,847.55 Work Completed 100% Based on periodic observation and testing, the construction has been completed in accordance with the intent of the plans and specifications that were reviewed and approved by the BOCC' s representatives and referenced in Paragraph 2 of the Subdivision Improvements Agreement between the BOCC and the Owner. If further information is needed, please contact , at Owner or Owner's Representative/Engineer 37 EXHIBIT G Form Written Request for Release of the Revegetation LOC Board of County Commissioners Garfield County, Colorado c/o Planning Director 108 Eighth Street, Room 201 Glenwood Springs, CO 81601 RE: Spring Valley Ranch P.U.D. This request is written to formally notify the BOCC of work completed for Spring Valley Ranch P.U.D. As Owner, we request that the BOCC review the attached Engineer's Certificate of Final Completion and approve a cancellation of all of the Letter of Credit including specifically that portion related to revegetation. Attached is the certified original cost estimate and work completed schedule, showing: Engineers Cost Estimate Work Completed $4,227.00 100% Based on periodic observation and testing, the construction has been completed in accordance with the intent of the plans and specifications that were reviewed and approved by the BOCC' s representatives and referenced in Paragraph 2 of the Subdivision Improvements Agreement between the BOCC and the Owner. We request that within ten (10) days following submission of this Owner's Written Request for Final Release of LOC, you return the Letter of Credit and amendments, if any, to the issuer for cancellation by Applicant/Account party with a statement signed by you stating: "This Letter of Credit is no longer required by the BOCC and is hereby returned to the issuing bank for cancellation." If further information is needed, please contact , at Owner or Owner's Representative/Engineer EXHIBIT 2010 GARFIELD COUNTY TREASURER'S DEPOSIT AGREEMENT Owner: Spring Valley Holdings, LLC PHASE I SPRING VALLEY RANCH SUBDIVISION IMPROVEMENTS TDA THIS 2010 GARFIELD COUNTY TREASURER'S DEPOSIT AGREEMENT — IMPROVEIVIENTS ("Deposit Agreement") is entered into by and between the Garfield County Board of County Commissioners ("BOCC"), the Garfield County Treasurer, Georgia Chamberlain ("Treasurer"), and Spring Valley Holdings, LLC ("Owner"). Recitals 1. The BOCC approved the Application for Phase I S •rina Valle Ranch Subdivision by means of Resolution No. ("Resolution"), recorded at Reception No. in the Records of the Garfield County Clerk and Recorder's Office and incorporated by this reference. Ranch 2. The BOCC and Owner entered into that certain Phase I S nn 0 recorded ValleaReception No Subdivision Improvements Agreement ("SIA"), on in the Records of the Garfield County Clerk & Recorder's Office and incorporated by this reference. 3. The SIA requires provision of sufficient financial assurance of construction of "Improvements," as defined in paragraph 3_a. of the SIA, and Owner wishes to deposit good funds for such security. wner's use of a 4. Consistent with paragraph 3_a. of the in lieB of a LetterOCC has pproved of CreditOas such financial Garfield County Treasurer's Deposit Agreement assurance. 5. The Treasurer is willing and able to hold such funds in accordance with the Treasurer's statutory duties outlined in Sections 30-10-701, et seq. and 30-1-102, C.R.S., as amended. Agreement NOW THEREFORE, in consideration of the foregoing Recitals, the parties agree as follows: Two 1. Owner's Treasurer's Account. Owner shall deposit with the Treasurer the4 )he sum of secure Hundred Six ty-Six Thousand Seven ty-Four Dollars and Fifty -Five Cents ($26construction of Improvements within Phase I S •rind Valle Ranch Subdivision as defined in paragraph 2.a.i. of the SIA. In consideration of the service fee payable to the Treasurer, identified in Paragraph 2, below, the Treasurer shall place the funds in an interest bearing account and disburse funds therefrom in accordance with the terms ubis Deposit Improvements Such account shall be known as the "Phase I Spring Valley Ra Page 1 of 6 Treasurer's Account" and shall be subject to the terms and conditions of this Deposit Agreement. 2. Treasurer's Service Fee. The Treasurer's service fee shall be, in accordance with Section 30-1-102(1)(c), C.R.S., as amended, one percent (1.0%) of the deposited fiords, i.e., Two Thousand Six Hundred Sixty Dollars and Seventy -Five cents (52,660.75). The service fee covers administrative costs incurred by the Treasurer in distributing and accounting for the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account. Such fee shall be paid by Owner in cash or by check made payable to the Garfield County Treasurer, as noted in the "Receipt" section of this Deposit Agreement (page 6), on or before the date of Treasurer's execution of this Deposit Agreement. The service fee is deemed to be earned by the Treasurer upon execution of this Deposit Agreement. Interest earned on the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account shall be paid to Owner as detailed in Paragraph 3, below. The Treasurer shallthereafter shallrprovide aide to 0wner a report of completed Form Winterest 9 to tearned, as the Treasurer atlthe by state and federal tax law. Owner time the deposit is made. 3. Disbursement Procedure. Disbursement from the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account shall be made by the Treasurer upon the written direction of the BOCC, as follows: A. Request for Review and Approval. Upon completion of construction of Improvements, as defined in the SIA, Owner shall provide a certification of final completion of Improvements signed by Owner's licensed engineer, along with a written request for release of security. B. Deficiencies. If the Board of County Commissioners refuses approval of the engineer's certification of approval, the BOCC shall provide written notice of deficiency in substantial compliance with the provisions of paragraph 3.f.ii. of the SIA, and Owner shall correct the identified deficiencies. C. Single Request for Disbursement. This Deposit Agreement does not provide for successive partial releases or disbursements from the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account. One (1) final disbursement shall be requested by Owner, upon completion of construction of Improvements. Owner specifically recognizes and agrees that partial releases outlined in paragraph 3_e. of the SIA, do not apply to this Deposit Agreement. D. Request for Disbursement/Release. Owner shall request disbursement by means of a written "Request for Disbursement," addressed to the BOCC and delivered to the Garfield County Building and Planning Department. The Request for Disbursement shall be accompanied by as-built/record drawings of the Improvements, stamped by Owner's engineer, and by Owner's engineer's certification of completion of Improvements, certifying that all Improvements have been constructed in accordance with the requirements of the SIA. Page 2 of 6 E. BOCC's Acknowledgiuent and Direction. Upon review of the submittals required by subparagraph D., above, if the BOCC approves Owner's engineer's certification, the BOCC shall issue its "Acknowledgment of Satisfaction and Direction to Treasurer", in a form substantially similar to that document attached to and incorporated herein by reference as "Exhibit A". F. BOCC's Completion of Improvements. If Owner's completion of Improvements is deemed unsatisfactory, in the sole discretion of the BOCC, within the period of time defined in Paragraph 4, below, or if the BOCC determines that Owner will not or cannot complete the Improvements under the SIA, the BOCC may withdraw and employ from the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account such funds as may be necessary to carry out construction of the Improvements. If funds are inadequate, responsibility to complete remaining Improvements shall be that of the Owner, not the BOCC. If the BOCC elects to complete the Owner's work, expenditure on the effort shall be no more than the principal amount of the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account, plus interest, under terms of Paragraph 2, above. If the cost of the work to the BOCC is less than the amount available, the BOCC shall return the overage to Owner within a reasonable period, of time following completion by the BOCC. 4. Term. The term of this Deposit Agreement shall begin on the date of execution, as defined below, and end on or before the "Completion Date" plus six (6) months, as expressly defined in the SIA. If Owner has failed to complete the Improvements within this term, all funds held under this Agreement shall continue to be maintained by the Treasurer until needed for completion of Improvements by the BOCC under paragraph 3F. 5. Waiver, Consent and Indemnity. Owner consents to the disbursement procedure and other actions authorized and provided for by the terms of this Deposit Agreement. Owner waives any claim against the BOCC and the Treasurer, their officers, employees, agents and contractors, on account of each of their good faith performance of their obligations under this Deposit Agreement. Owner shall defend, indemnify and hold harmless the BOCC and the Treasurer, their officers, employees, agents and contractors, from and against any claim made on account of this Deposit Agreement. 6. Indemnification of Treasurer. Owner and the BOCC each shall mutually defend, indemnify and hold the Treasurer harmless from any claim made. Owner and the BOCC each waive any claim against the Treasurer involving this Deposit Agreement, unless such claim is premised upon the wanton and willful misconduct of the Treasurer. 7. Binding Effect. This Deposit Agreement shall be binding on the successors and assigns of all parties and shall terminate upon final disbursement of funds held by the Treasurer in the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account. 8. Immunity. Nothing contained in this Deposit Agreement constitutes a waiver of governmental immunity applicable to the BOCC under Colorado law. Page 3 of 6 9. No Agency. The making and execution of this Deposit Agreement shall not be deemed to create a partnership, joint venture, or agency or fiduciary relationship among the parties. 10. Integration. This Deposit Agreement constitutes the entire agreement among the parties pertaining to the method of deposit and disbursement of the Phase I Spring Valley Ranch Subdivision Improvements Treasurer's Account. No supplement, modification or amendment of this Deposit Agreement, other than changes as to notice information, shall be binding unless executed in writing in a document of equal formality as this Deposit Agreement. 11. Notices. Any notice required or permitted by this Deposit Agreement shall be given in writing and shall be effective upon the date of delivery, or attempted delivery if delivery is refused. Delivery shall be made in person, or by certified return receipt requested U.S. Mail or receipted delivery service to: BOCC c/o Building & Planning Dept attn: Fred Jarman, Director 108 8th Street, 4th Floor Glenwood Springs, CO 81601 Phone: (970) 945-8212 OWNER Spring Valley Holdings, LLC c/o Daniel Goldberg, Authorized Agent Transamerica Pyramid 600 Montgomery Street - 40th Floor San Francisco, California 94111 Phone: (415) 658-2885 Garfield County Treasurer Georgia Chamberlain 109 8th Street, Suite 204 Glenwood Springs, CO 81601 Phone: (970) 945-6382 Changes in address, phone number and identity of contact person(s), shall be made in writing, and may be made without formal amendment of this Deposit Agreement. WHEREFORE, the parties have caused this Deposit Agreement to be effective on the date of execution by the BOCC, as beneficiary, noted below. ATTEST: BENEFICIARY: BOARD OF COUNTY COMMISSIONERS GARFIELD COUNTY, COLORADO By: Clerk to the Board John Martin, Chairman Date: Page 4 of 6 State of GAL -1 FoR^'I A - )ss. County of S C DEPOSIT HOLDER: GARFIELD COUNTY TREASURER By: Date: Georgia Chamberlain, Treasurer DEPOSITOR/OWNER: Spring Valley Holdings, LLC By: Date: Daniel erg Aukhorized Agent 10 Subscribed and sworn to before me this 36T4day of J Ly , 2010, by M rn►ZI CCo/dbe r_5 Witness my hand and official seal. My Commission expires: ALICE FONG NG Commission * 1871666 < -.is Notary Public - California i s vii). San Francisco County )_ , __ My Comm. Expires Dec 17,2013 /7, Do/3 Page 5 of 6 (1-7 RECEIPT Check No. Cash ; or Form W-9: Received By: Date: Print Name: Title: Office of the Treasurer Form 1099 shall be sent to: H:\01269\22 - 2009 Ph1 Final Plat\Final Plat\Final Documents \Subdivision Improvements Agreement\2010 Improvements Treasurers Deposit Agreement.doc Page 6 of 6 D EXHIBIT DEVELOPMENT AGREEMENT SPRING VALLEY RANCH PLANNED UNIT DEVELOPMENT THIS AGREEMENT, is made and entered into between the BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF GARFIELD, a body politic and corporate (the "County"), SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company ("Developer"), and SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation (the "HOA"). The County, Developer, and the HOA may hereinafter be referred to collectively as the "Parties". WITNESSETH: A. Developer is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 1 ("Developer's Property"). The HOA is the owner of certain real property located in Garfield County, Colorado, more particularly described in Exhibit 2 ("HOA Property"), which property was conveyed to the HOA by Developer for the purposes described in the Project Plans (defined below). The Developer's Property and HOA Property are collectively referred to as the "Property." B. By Resolution No. 2008-55, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747015, and corrected by Resolution No. 2010-38, the Garfield County Board of County Commissioners (the "Board") approved the Spring Valley Ranch Planned Unit Development (the "SVR PUD"). The SVR PUD contemplates residential and commercial uses with significant active and passive open space areas (the "Project"), as documented in Resolution 2010-38. C. By Resolution No. 2008-56, which was approved in a public hearing before the Garfield County Board of County Commissioners on December 7, 2007 and memorialized in a Resolution signed on April 21, 2008, recorded in the real property records of Garfield County as Reception No. 747016, the Board approved the Preliminary Plan for the SVR PUD (the "SVR Preliminary Plan"). D. The SVR PUD and SVR Preliminary Plan contemplate eleven (11) separate phases of development for the Project, wherein each phase will require final plat approval. E. The SVR PUD and SVR Preliminary Plan provide that the first phase of development of the Project will consist of one parcel (P-1) owned by Developer, on which is located an existing dwelling unit, and the HOA Property, which consists of open space and limited entryway improvements ("Phase 1"). Developer does not plan, and Phase 1 does not contemplate, any new dwelling units. The County and the Developer recognize that this configuration represents a unique factual situation that does not create or imply any precedents for other developments in the County. F. The SVR PUD provides that the start of construction for each phase is based on the date of approval of the final plat for Phase 1 (the "Phase 1 Final Plat"); provided, however, that the final plats for all phases of the Project are approved no later than fifteen (15) years after the date of approval of the Phase 1 Final Plat (the "Phasing Plan"). G. By motion, dated July 21, 2008, the Board approved an extension of not more than one (1) year for Developer to commence development of the Project or submit an application for the Phase 1 Final Plat (the "Approved Extension"). H. Developer submitted a complete application for the approval by the County of the Phase 1 Final Plat in the time period allowed by the Approved Extension and has, contemporaneously herewith, brought the Phase 1 Final Plat before the Board for final approval. The County has considered and approved the application for approval of the Phase 1 Final Plat and the request to approve this Development Agreement, after notice and public hearing as required by law, and pursuant to the requirements of Section 5-305 of the Garfield County Land Use Resolution of 2008 (the "LUR"). The County finds and determines that the Phase 1 Final Plat constitutes a "Site Specific Development Plan," as that term is defined in C.R.S. § 24-68- 102(4)(a) and Section 1-202(B) of the LUR. I. The Vested Property Rights Statute C.R.S. §§ 24-68-101 et seq. (the "Statute") and the LUR provide for the establishment of vested property rights in order to advance the purposes stated therein, and authorize the County to enter into development agreements with landowners providing for vesting of property development for periods greater than three (3) years. J. Development of the Property in accordance with the SVR PUD, SVR Preliminary Plan, Phase 1 Final Plat, and such future final plats that are approved for the various phases of the Project (collectively, the "Project Plans") will provide for orderly, well planned growth in accordance with the policies and goals stated in the Garfield County Comprehensive Plan, provide significant trails and open space, promote diversity of housing stock, ensure reasonable certainty and stability in the land use planning process, stimulate economic growth within the County, and otherwise achieve the goals and purposes of the Statute and LUR. K. Development of the Property will also require substantial investments in infrastructure improvements and public facilities, both on the Property and outside the Property, which will serve the needs of the Property and the County. Such investments can be supported only with assurances that development of the Property can proceed to ultimate completion as provided in the Project Plans and this Agreement. L. In exchange for the foregoing benefits and other benefits to the County contemplated by this Agreement, together with the public benefits served by orderly and well planned development of the Property, Developer desires to receive vested property rights in the Project Plans in accordance with this Agreement. M. In addition, and notwithstanding the foregoing recitals, in light of the current difficulties and volatility of the national housing and lending market, it may not be prudent for Developer to undertake the large expenditures of funds necessary to commence development of Phase 2 and subsequent phases within the time frame set forth in the Phasing Plan. In the event Developer decides not to commence development of phases subsequent to Phase 1 within the time frame set forth in the Phasing Plan or otherwise does not comply with the Phasing Plan, Developer seeks the County's assurance that it will undertake the procedures necessary to return 2 the Property to its prior configuration and rezone the Property from PUD to a zone district that meets the requirements of law. In such event, Developer further seeks the HOA's assurance that it will re -convey the HOA Property back to Developer for the purpose of effectuating the return of the Property to its prior configuration. N. The mutual promises, covenants, and obligations contained in this Agreement are authorized by the statutes of the State of Colorado and the laws of the County. NOW, THEREFORE, in consideration of the promises cited above and the mutual covenants and promises contained herein, the sufficiency of which is acknowledged, the County and Developer agree as follows: 1. Incorporation of Recitals. The Parties agree that the aforesaid recitals are true and correct, and those recitals are hereby incorporated into the body of this Agreement. 2. General Provisions. (a) Scope. The terms and conditions of this Agreement shall apply to the Property. (b) Phasing. Construction of the Project is anticipated to occur in up to eleven (11) phases, with Phase 1 being the initial phase of the Project, and construction of subsequent phases occurring in accordance with the Phasing Plan set forth in the SVR PUD. 3. Vesting of Certain Property Rights. The County and Developer hereby agree that Developer shall have a vested property right to the extent provided in this Agreement to undertake and complete development and use of the Property. (a) Intent of Vesting System. The vesting system set forth in this Section 3 balances the County's obligation to protect the public health, safety and welfare of the community and its desire to facilitate the highest quality development with Developer's private property rights and Developer's need to rely on County approvals to achieve an economically viable project. (b) Overview of Vesting System. (i) Nature of Vested Rights. During the term of vested rights set forth in Section 3(d) below, Developer will have the right to develop uses at such densities and in the general locations on the Property described in the approved Project Plans, as such plans may be amended from time to time. Upon County approval of any future final plats that are approved for the various phases of the Project, such plats shall automatically be entitled to the same vested rights as have been granted herein for the same period of vesting which remains under this Agreement. (c) Rights That Are Vested. The rights identified herein or as may hereafter be acquired by operation of any state or local vested property rights law shall constitute vested property rights under this Agreement and shall not be taken by the County without just compensation. These rights include the following: (i) No Downzoning. The maximum number of residential dwelling units and acres for residential use, and the total gross acres for non-residential uses, as set forth in the Project Plans, as such plans may be amended from time to time, are hereby vested. 3 (ii) Uses, Densities and Locations. The right to develop the Property in accordance with the uses, densities, and general locations set forth in the Project Plans, as such may be amended from time to time, is hereby vested. (iii) Site Development Standards. The right to develop the Property in accordance with the design standards, development standards, and terms and conditions set forth in the Project Plans and the resolutions of the Board approving the same, as such may be amended from time to time, is hereby vested. (iv) Timing of Development. The right to commence and complete development of the Property at such time in such order and at such rate as set forth in the Phasing Plan of the SVR PUD. This provision of this Agreement supersedes any County rules or regulations that require development to be commenced or completed in any specific time frame. (v) Subsequent Approvals. The right to receive all County approvals necessary for development of the Project provided that subsequent final plat submittals or applications for other approvals comply with this Agreement and the Project Plans as the same may be amended, and all applicable standards and regulations, including then -current duly - adopted, generally applicable regulations. (vi) Site Specific Development Plan. As to the matters vested under this Agreement and the Project Plans, including any future fmal plats that are approved by the County for the various phases of the Project, as such plans and plats may be amended from time to time, shall be considered a site-specific development plan for the purposes of the Statute and Sections 1-201 and 1-202 of the LUR. The following statement is provided to satisfy the requirements of Section 4-502(H)(2) of the LUR: Approval of this plan shall create a vested property right pursuant to article 68 of title 24, C.R.S., as amended. (d) Term of Vested Rights. In recognition of the size of the Project contemplated by this Agreernent and the Project Plans, the time required to complete the Project, the need to proceed in phases, and varying economic cycles and market conditions likely to occur during the course of development of the Project, the County agrees that the rights identified as vested rights in this Section 3 shall be vested for a period of fifteen (15) years from the effective date of the County's approval of this Agreement. (e) Adoption, Notice and Effective Date. The County has adopted this Development Agreement as a legislative act subject to referendum, as required by C.R.S. § 24-68-104(2). As set forth in and required by C.R.S. § 24-68-103(c), within 14 days from the date hereof, the County shallcause to be published in a newspaper of general circulation within the County, a notice advising the general public of the approval of the Phase 1 Final Plat as a Site Specific Development Plan and the creation of vested property rights pursuant to this Development Agreement and C.R.S. §§ 24-68-101 et. seq. The effective date of the County's approval of this Development Agreement shall be the date of said publication. 4. No Obligation to Develop. Notwithstanding anything to the contrary contained in this Agreement and the Project Plans, Developer shall have no obligation to develop all or any portion of the Property, except as set forth in the Subdivision Improvements Agreement for Phase 1 as the same may be amended. In the event Developer does not commence development of Phase 2 within the time frame set forth in the Phasing Plan and described below, the terms of this Section 4. shall apply. (a) In accordance with the Phasing Plan, the date for start of construction for Phase 1 shall be April 2011. Therefore, according to the Phasing Plan, the start of construction for Phase 2 must commence by April 2017. (b) At any time before April 1, 2017, the Developer may notify the County and the HOA of its intent not to proceed with the development of Phase 2 and subsequent phases. In such event, the Developer may withdraw the Project Plans in accordance with the procedure in ' Section 12-103(E) of the LUR. (c) In the alternative, the County and Developer agree that the Developer shall be in violation of the Phasing Plan on April 1, 2017 if the Developer does not file with the County an application for approval of a final plat for Phase 2 on or before March 31, 2017, by notice to the Developer and the HOA. (d) As soon as practicable after the effective date of the withdrawal of the Project Plans described in Section 4(b) above, or the violation of the Phasing Plan described in Section 4(c) above, the Developer may undertake and the County will consider the procedures necessary to return the Property to the configuration that existed prior to the SVR PUD and SVR Preliminary Plan, in accordance with the procedures set forth in 30-28-139, C.R.S. and Section 12-106 of the LUR. As part of such process and immediately upon request of the Developer, the HOA shall convey the HOA Property to Developer, by good and sufficient general warranty deed, free and clear of all liens and encumbrances. Concurrently therewith, the County shall undertake the procedures necessary to rezone the Property from PUD to a zone district that meets the requirements of law. (e) Completion of the procedures described in Section 4(b) and (d) above, including any appeals thereof, shall constitute a forfeiture of the vested rights set forth in this Agreement. In such event, the County may memorialize the forfeiture of the vested rights set forth in this Agreement by resolution or other appropriate vehicle. In such event, the Developer waives any right to notice and hearing pursuant to Section 12-103(F) and waives all rights pursuant to Section 12-107 of the LUR. (f) In addition to undertaking the procedures set forth in this Section 4, the County reserves all of its rights, including but not limited to rights of enforcement, at law or in equity with respect to the Project Plans, and including but not limited to the right to enforce the terms of this Agreement or forfeit the rights conferred by this Agreement in accordance with law. Except as expressly set forth in this Section 4, the Developer reserves all of its rights at law or in equity with respect to the Project Plans and any action of the County with respect thereto, including but not limited to the right to enforce the terms of this Agreement. 5. Severability. If any provisions or parts of this Agreement are judged unenforceable or invalid, to the extent practicable, such judgment shall not affect, impair, or invalidate the remaining parts of this Agreement, the intention being that the various parts and provisions hereof are severable. 6. Recording of Agreement. This Agreement shall be recorded with the Garfield County Clerk and Recorder at Developer's expense and shall be a covenant running with and against all 5 the property, property rights, and improvements contained within the Property described in Exhibits 1 and 2, in order to put prospective owners, purchasers, successors, assigns, and others acquiring any interest in the Property on notice as to the terms and obligations herein. 7. Binding Effect. Unless otherwise provided herein, this Agreement shall be binding upon Developer's heirs, successors, assigns, transferees, and any other person or entity acquiring or purchasing any interest in any of the Property. 8. Notice. Any notice to Developer or the County, which may be given under the terms of this Agreement, shall be in writing and shall be deemed sufficiently given when sent certified U.S. Mail and first class mail, postage prepaid, addressed as follows: TO DEVELOPER: Spring Valley Holdings, LLC Attn: Danie! Goldberg Seligman Western Enterprises, Ltd. 600 Montgomery Street, 40th Floor San Francisco, CA 94111 Phone: 415.658.2889 Fax: TO THE E HOA.: Spring Valley Ranch Community Master Association, Inc. Attn: Daniel Goldberg P.O. Box 1146 4000 County Road 115 Glenwood Springs, CO 81602 Phone: 415.658.2889 TO i1IL :O.OUNTY: Garfield County Board of County Commissioners Attn: Building and Pl timing Director 108 Eighth. +treet, Suite 401 Glenwood Springs, CO 81601 Phone: 970.945.8 212 Fax: 970.384.3470 The Parties shall provide notice of any change in the above -referenced information. 9. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado 10. Counterparts. This Agreement may be executed in counterparts, each of which will constitute one and the same instrument. 6 IN WITNESS WHEREOF, and agreeing to be fully bound by the teiuis of this Agreement, the Parties have set their hands below on this day of 2010. DEVELOPER: SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company By:r Name: OCk..i�1 ice./1CGS 1 C\o i CJ Its: Al/NA-1(10 i "LC ASSOCIATION: SPRING VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado non-profit corporation By: Name: "i \L\ 6 tcVo€-( Its: o COUNTY: GARFIELD COUNTY BOARD OF COMMISSIONERS, COUNTY OF GARFIELD, COLORADO, a body corporate and politic By: Name: Its: Chairman ATTEST: By: Clerk of the Board 7 EXHIBIT 1 DEVELOPER'S PROPERTY LEGAL DESCRIPTION OF DEVELOPER'S PROPERTY A parcel of land located in Sections 14, 15, 16, 20, 21, 22, 23, 26, 27, 28, 29, 32, 33, and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Northwest Corner of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°16'08" E 2627.19 feet along the north line of said Section 20 to the North Quarter Comer of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence S 88°15'48" E 2625.91 feet along the north line of said Section 20 to the Northeast Corner of said Section 20 being a 2-1/2 inch GLO Brass Cap'found in place said corner also being on the west line of said Section 16; thence N 00°00'14" W 2631.77 feet along the west line of said Section 16 to the East Quarter Corner of Section 17, T. 6 S., R. 88 W., 6th P.M. being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°08'04" W 340.70 feet continuing along the west line of said Section 16 to the West Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'47" E 1047.99 feet continuing along the west line of said Section 16 to the southwest corner of a parcel of land described in Book 795, Page 980 in the office of the Garfield County Clerk and Recorder; thence the following three courses along the boundary of said parcel described in Book 795, Page 980: 1. thence N 89°16'47" E 334.10 feet; 2. thence N 03°35'47" E 252.06 feet; 3. thence N 88°27'52" W 349.87 feet to a point on the west line of said Section 16; thence N 00°01'47" E 977.15 feet along the west line of said Section 16 to the Northeast Corner of said Section 17 being a 2-1/2 inch GLO Brass Cap found in place; thence N 00°01'20" W 344.80 feet continuing along the west line of said Section 16 to the Northwest Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'15" E 2703.26 feet along the north line of said Section 16 to the North Quarter Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°57'09" E 2637.87 feet continuing along the north line of said Section 16 to the Northeast Corner of said Section 16 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°58'17" E 2638.56 feet along the north line of said Section 15 to the North Quarter Corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place; thence S 89°59'36" E 1318.31 feet continuing along the north line of said Section 15 to the west line of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place whence the northeast corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place bears S 89°59'36" E 1318.31 feet; thence S 00°00'09" E 1312.36 feet along the west line of the NE1/4NE1/4 of said Section 15 to the southwest corner of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence N 89°55'46" E 1317.67 feet along the south line of the NE1/4NE1/4 of said Section 15 to the southeast corner of the NE1/4NE1/4 of said Section 15 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 89°58'46" E 1320.64 feet along the north line of the SW1/4NW1/4 of said Section 14 to the northeast corner of the SW1/4NW1/4 of said Section 14 being a 3 -inch Aluminum Cap (L.S. 15710) found in place; thence S 00°01'34" W 1312.94 feet 8 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 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 00°01'19" E 2647.58 feet along the east line of the W1/2SW1/4 of said Section 14 to the southeast corner of the W1/2SW1/4 of said Section 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 89°59'40" E 1318.39 feet along the north line of said Section 23 to the North Quarter Comer of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00°05'23" E 5277.46 feet along the east line of the W1/2 of said Section 23 to the South Quarter Corner of said Section 23 being a 2-1/2 inch GLO Brass Cap found in place; thence S 00°00'49" W 5529.94 feet along the east line of the W1/2 of said Section 26 to the South Quarter Comer of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°59'30" W 31.37 feet along the south line of said Section 26 to the North Quarter Corner of Section 35, T. 6 S., R. 88 W., 6th P.M., being a 2-1/2 inch GLO Brass Cap found in place; thence S 84°41'15" W 1292.34 feet along the south line of said Section 26 to the southeast corner of Lot 14 of said Section 26 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence N 00°21'37" E 372.49 feet along the east line of said Lot 14, Section 26 to the northeast corner of said Lot 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence N 89°53'31" W 1611.72 feet along the north line of said Lot 14 to the northwest corner of said Lot 14 being a 2-inch Aluminum Cap (P.E.L.S. 5933); thence S 00°00'14" W 525.17 feet along the west line of said Lot 14 to the Southwest Corner of said Section 26 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°14'59" W 2647.44 feet along the south line of said Section 27 to the South Quarter Corner of said Section 27 being a 2-1/2 inch GLO Brass Cap found in place; thence N 89°17'11" W 1319.72 feet along the north line of said Section 34 to the northeast corner of the W1/2NW1/4 of said Section 34 being a 2-inch Aluminum Cap (P.E.L.S. 5933) whence the Northwest Corner of said Section 34 being a 2-1/2-inch GLO Brass Cap found in place bears N 89°17'11" W 1319.72 feet; thence S 00°05'58" E a distance of 2353.81 feet to a point on the northerly right-of-way of Garfield County Road 115; thence the following three courses along the northerly right-of-way of said County Road 115: 1. thence 235.33 feet along the arc of a non tangent curve to the right having a radius of 639.07 feet, a central angle of 21°05'53", and the chord bears N 67°17'16" W a distance of 234.00 feet; 2. thence N 56°44'19" W a distance of 393.81 feet; 3. thence 166.52 feet along the arc of a tangent curve to the left having a radius of 310.00 feet, a central angle of 30°46'36", and the chord bears N 72°07'37" W a distance of 164.52 feet; thence departing said Garfield County Road 115 N 10°35'55" W a distance of 486.06 feet; thence S 84°55'34" W a distance of 563.88 feet; thence S 16°02'33" W a distance of 630.62 feet to a point on the northerly right-of-way of said Garfield County Road 115; thence the following thirty courses along the northerly right-of-way of said County Road 115: 1. thence 168.86 feet along the arc of a non tangent curve to the right having a radius of 2141.07 feet, a central angle of 04°31'07", and the chord bears S 89°13'00" W a distance of 168.81 feet; 2. thence 159.12 feet along the arc of a tangent curve to the right having a radius of 170.00 feet, a central angle of 53°37'43", and the chord bears N 61°42'35" W a distance of 153.37 feet; 3. thence 460.26 feet along the arc of a tangent curve to the right having a radius of 699.53 feet, a central angle of 37°41'54", and the chord bears N 16°02'47" W a distance of 452.01 feet; 4. thence N 02°48'10" E a distance of 238.01 feet; 9 5. thence 429.79 feet along the arc of a tangent curve to the left having a radius of 912.82 feet, a central angle of 26°58'38", and the chord bears N 10°41'09" W a distance of 425.83 feet; 6. thence N 24°10'27" W a distance of 644.62 feet; 7. thence 504.76 feet along the arc of a tangent curve to the left having a radius of 809.79 feet, a central angle of 35°42'49", and the chord bears N 42°01'52" W a distance of 496.63 feet; 8. thence N 59°53'17" W a distance of 459.39 feet; 9. thence 167.17 feet along the arc of a tangent curve to the right having a radius of 370.00 feet, a central angle of 25°53'11", and the chord bears N 46°56'42" W a distance of 165.75 feet; 10. thence N 34°00'06" W a distance of 1152.91 feet; 11. thence 1191.15 feet along the arc of a tangent curve to the right having a radius of 2377.42 feet, a central angle of 28°42'24", and the chord bears N 19°38'54" W a distance of 1178.73 feet; 12. thence 245.56 feet along the arc of a tangent curve to the left having a radius of 430.00 feet, a central angle of 32°43'14", and the chord bears N 21°39'19" W a distance of 242.24 feet; 13. thence 376.29 feet along the arc of a tangent curve to the right having a radius of 1361.75 feet, a central angle of 15°49'57", and the chord bears N 30°05'57" W a distance of 375.10 feet; 14. thence N 22°10'58" W a distance of 307.62 feet; 15. thence 580.97 feet along the arc of a tangent curve to the left having a radius of 654.56 feet, a central angle of 50°51'15", and the chord bears N 47°36'36" W a distance of 562.09 feet; 16. thence N 73°02'14" W a distance of 636.67 feet; 17. thence 351.46 feet along the arc of a tangent curve to the right having a radius of 766.12 feet, a central angle of 26°17'03", and the chord bears N 59°53'42" W a distance of 348.38 feet; 18. thence N 46°45'10" W a distance of 235.64 feet; 19. thence 181.70 feet along the arc of a tangent curve to the left having a radius of 407.41 feet, a central angle of 25°33'14", and the chord bears N 59°3F47" W a distance of 180.20 feet; 20. thence N 72°18'24" W a distance of 432.60 feet; 21. thence 264.71 feet along the arc of a tangent curve to the right having a radius of 420.00 feet, a central angle of 36°06'40", and the chord bears N 54°15'04" W a distance of 260.35 feet; 22. thence 202.78 feet along the arc of a tangent curve to the right having a radius of 933.47 feet, a central angle of 12°26'47", and the chord bears N 29°58'21" W a distance of 202.38 feet; 23. thence N 23°44'57" W a distance of 73.66 feet; 24. thence 691.16 feet along the arc of a tangent curve to the left having a radius of 1111.34 feet, a central angle of 35°38'00", and the chord bears N 41°33'57" W a distance of 680.07 feet; 25. thence N 59°22'57" W a distance of 217.30 feet; 26. thence 332.51 feet along the arc of a tangent curve to the left having a radius of 930.00 feet, a central angle of 20°29'08", and the chord bears N 69°37'31" W a distance of 330.75 feet; 27. thence N 79°52'05" W a distance of 452.89 feet; 10 28. thence 416.54 feet along the arc of a tangent curve to the right having a radius of 5288.82 feet, a central angle of 04°30'45", and the chord bears N 77°36'43" W a distance of 416.43 feet; 29. thence 250.87 feet along the arc of a curve to the right having a radius of 5288.82 feet, and a central angle of 02°43'04", and the chord bears N 73°59'48" W a distance of 250.84 feet; 30. thence N 72°38'16" W 1244.87 feet to a point on the accepted east line of Lot 4 of said Section 20 whence the southeast corner of a parcel of land recorded under reception number 467225 in the office of the Garfield County Clerk and Recorder being a 2 -inch Aluminum Cap (P.E.L.S. 5933) and accepted as a point on the east line of said Lot 4 bears S 01°51'02" W 9.41 feet; thence N 01°51'02" E 490.79 feet along the accepted east line of said Lot 4 to the northeast corner of said Lot 4 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 88°18'52" W 1429.59 feet along the north line of said Lot 4 and Lot 3 of said Section 20 to the northwest corner of said Lot 3 being a 2 -inch Aluminum Cap (P.E.L.S. 5933) whence the Southwest Corner of said Lot 20 being a 2-1/2 inch Aluminum Cap (P.L.S. 27929) found in place bears S 00°06'31" E 1008.11 feet; thence N 00°06'31" W 1630.93 feet along the west line of said Section 20 to the West Quarter Comer of said Section 20 being a 2 -inch Aluminum Cap (P.E.L.S. 5933); thence N 00°04'12" E 2632.88 feet along the west line of said Section 20 to the Northwest Corner of said Section 20 being the POINT OF BEGINNING containing 5198.85 acres more or less, prior to the following excepted parcel: EXCEPTING THE FOLLOWING PARCEL: Section 15 Exception: A parcel of land being the Northwest Quarter of the Southwest Quarter of Section 15, Township 6 South Range 88 West, of the Sixth Principal meridian, said parcel being further described as follows: Beginning at the West Quarter corner of said Section 15 being a 2-1/2 inch GLO Brass Cap found in place, thence N 89°51'07" E 1323.59 feet along the North line of the NW1/4SW1/4 of said Section 15 to the northeast corner of the NW1/4SW1/4 of said Section 15; thence 5 00°01'49" E 1540.50 feet along the East line of the NW1/4SW1/4 of said Section 15 to the Southeast Comer of the NW1/4SW1/4; thence S 89°58'25" W 1323.59 feet along the south line of the NW1/4SW1/4 of said Section 15 to the southwest corner 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 1537.70 feet; thence N 00°01'49" W 1537.70 feet along the west line of the NW1/4SW1/4 of said section 15 to the northwest corner of the NW1/4SW1/4 of said section 15 being the POINT OF BEGINNING containing 46.76 acres more or less. The total area minus the exception parcel is 5,152.09 acres more or less. ALONG WITH: A parcel of land located in Sections 33 and 34, Township 6 South, Range 88 West, Sixth Principal Meridian being more particularly described as follows: Beginning at the Quarter Corner common to said Sections 33 and 34 being a 2 -inch Aluminum Cap (P.E.L.S 5933) thence N 88°27'45" W a distance of 551.40 feet along the south line of the NE1/4 of said Section 33 to a point on the southerly right-of-way of Garfield County Road 114; 11 thence along the southerly right-of-way of said Garfield County Road 114 the following two courses: 1. thence N 40°27'03" E a distance of 70.18 feet; 2. thence 388.21 feet along the arc of a tangent curve to the right having a radius of 470.00 feet, a central angle of 47°19'32", and the chord bears N 64°06'49" E a distance of 377.27 feet to a point on the southerly right-of-way of Garfield County Road 115; thence the following four courses along the northerly right-of-way of said Garfield County Road 115: 1. thence 766.87 feet along the arc of a tangent curve to the left having a radius of 2201.07 feet, a central angle of 19°57'44", and the chord bears N 77°47'43" E a distance of 763.00 feet; 2. thence 241.93 feet along the arc of a tangent curve to the right having a radius of 250.00 feet, a central angle of 55°26'50", and the chord bears S 84°27'44" E a distance of 232.60 feet; 3. thence S 56°44'19" E a distance of 393.81 feet; 4. thence 270.44 feet along the arc of a tangent curve to the left having a radius of 699.07 feet, a central angle of 22°09'54", and the chord bears S 67°49'16" E a distance of 268.75 feet to a point on the east line of the W1/2NW1/4 of said Section 34; thence S 00°05'58" E a distance of 50.95 feet along the east line of the W1/2NW1/4 of said Section 34 to the southeast corner of the W1/2NW1/4 of said Section 34 being a 2 -inch aluminum cap (P.E.L.S 5933); thence S 89°51'39" W a distance of 1389.27 feet along the south line of the W1/2NW1/4 of said Section 34 to the point of beginning; containing 10.95 acres more or less. The combined area of the above described two parcels and excluding the five exception parcels is 5,163.04 acres more or less. 12 EXHIBIT 2 HOA PROPERTY • OSP Parcel A • OSP Parcel B • OSR Parcel A • OSR Parcel B • Highgrange Pass Road Right -of -Way of Phase 1, Spring Valley Ranch PUD, Garfield County, Colorado, according to the Plat thereof filed with Garfield County Clerk and Recorder as Reception No. 13