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HomeMy WebLinkAbout23.0 CorrespondenceEDWARD MULHALL, JR, SCOTT BALCOMB LAWRENCE R. GREEN TIMOTHY A. THULSON DAVID C. HALLFORD CHRISTOPHER L. COYLE THOMAS J. HARTERT CHRISTOPHER L. GEIGER SARA M. DUNN DANIEL C. WENNOGLE Scorn GRosscuP CHAD J. LEE BALCOMB & GREEN, P.C. ATTORNEYS AT LAW P.O. DRAWER 790 818 COLORADO AVENUE GLENWOOD SPRINGS, COLORADO 81602 Telephone: 970.945.6546 Facsimile: 970.945.9769 ORIGINAL SENT BY U.S. MAIL AND E-MAILED TO: Imlagiglia@cs.com Donnalyne and Louis LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 Dear Mr. and Mrs. LaGiglia: www.balcombgreen.com September 3, 2010 KENNETH BALCOMB (1 920-2005) OF COUNSEL: JOHN A. THULSON Please be advised that we have recently been retained by Spring Valley Holdings, LLC ("Spring Valley Holdings") to provide legal representation related to its holdings in Garfield County, Colorado. En that capacity we have reviewed voluminous data relating to your claims that Spring Valley Holdings has obligations to you regarding the BR Hopkins Spring or providing you with a well water supply. It is our understanding that you, Spring Valley Holdings and others have an interest in the BR Hopkins Spring as tenants in common. In proceedings before the Garfield County Board of County Commissioners commencing as early as 1999, you have asserted that Spring Valley Holdings has an obligation to you to pay for and maintain the BR Hopkins Spring and related facilities necessary to deliver water from the Spring to your property. We disagree. We are not aware of any written agreement which so obligates Spring Valley Holdings. There is no statute or principle of common law which obligates Spring Valley Holdings, either on its own or on some pro -rata basis with you, to repair or replace the Spring and its related delivery facilities. Similarly, there is no condition imposed on any of Spring Valley Holdings' land use approvals that requires it to replace the delivery line from the BR Hopkins Spring to your property. To the contrary, the only relevant condition requires that Spring Valley Holdings "shall provide a non-exclusive 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 LaGiglia property." This condition has been satisfied by the easement grant which is part of the final plat package now being considered by the Garfield County Commissioners. I also note that the alignment of this easement was at your choosing. Based on the facts as we know them, it is simply incorrect to assert that Spring Valley Holdings has an obligation to repair or replace the delivery line between the BR Hopkins Spring and your property. BALcomm & GREEN, P.C. ATTORNEYS AT LAW Donnalyne and Louis LaGiglia September 3, 2010 Page 2 We believe that over the years you have acknowledged that there is no such obligation on Spring Valley Holdings, so you have alternatively asserted to the Board of County Commissioners, as recently as August 9, 2010, that Spring Valley Holdings is in breach of a signed well sharing agreement with you. Again, we disagree. It is our understanding that you base this claim on a letter dated April 18, 2007 from Spring Valley Holdings to you. We have been told that you provided the Garfield County Commissioners with a copy of such letter on August 9'h. We have also been told, however, that you did not provide the Commissioners with a copy of the signed attachment to that letter, a copy of which is attached hereto, dated April 20, 2007, which very clearly states your understanding that the April 18`h letter is "merely an agreement to go ahead with such negotiations and is not an agreement in its entirety." (Hereinafter, the April 18, 2007 letter and the April 20, 2007 attachment will be referred to as the "April, 2007 Correspondence"). Moreover, by correspondence dated March 21, 2008, copy attached hereto, Spring Valley Holdings sent you a copy of a letter agreement which would actually document the proposal contemplated by the April, 2007 Correspondence. By letter dated April 21, 2008, copy attached hereto, you rejected this form of agreement, insisting on additional conditions which were not contemplated by the April, 2007 Correspondence and which are not typically contained in well sharing agreements of this nature. Based upon this set of facts we have advised our client that it has fully satisfied all of its legal obligations related to a well water supply to you. Nevertheless, in an effort to resolve your unfounded allegations, and in light of the direction from the Board of County Commissioners on August 9th, Spring Valley Holdings made the proposal to you as set forth in the letter from Mr. Goldberg dated August 23, 2010, copy attached. You rejected that offer out of hand by your e-mail dated August 30, 2010, copy attached, which again inserts demands and requirements, including payment of your consultant fees, which are far outside the scope of anything contemplated by the April, 2007 Correspondence and far outside the realm of typical negotiations over a well sharing agreement. The demands set forth in your August 30th e-mail are unreasonable and unacceptable to Spring Valley Holdings. Notwithstanding your outright rejection of Mr. Goldberg's offer, Spring Valley Holdings has asked me to let you know that in one final attempt to resolve your disputed claims, it will hold the August 23`d offer open to you until the commencement of the Board of County Commissioners meeting on the Spring Valley Holdings final plat to be held on September 7, 2010. if you wish to accept this offer please let me or Mr. Goldberg know before that time. LRG/bc Encls. xc: Daniel Goldberg Fred Jarman Mike Gamba Tom Zancanella Very truly yours, BALCOMB & GREEN, P.C. April 20, 2007 Attachment to Document re: Hopkins Spring Water Supply dated April 18, 2007. This attachment is the basis of understanding in which we accept the proposal for which our signatures stand for at this time. We understand that upon signing such document between Louis M, & Donnalyne LaGiglia, and Tom Gray representing Spiing Valley Holdings, that the letter is a general scope -of ideas in hicL e -concerned parties will -use to come to a final agreement. The final documents will detail each parties agreement as to the sharing of water, source and equipment used to achieve this goal. We understand that this letter is merely an agreement to go ahead with such negotiations and is not an agreement in its entirety. Please refer to previous discussions regarding the current document to be signed by referenced letters prior to this date, which aids in the understanding to both pies purpose. We understand that this agreement shall begin the process of investigating, both parties responsible, the legal, functional and mechanical details needed to conclude the proposal. Ii is agreed that open dialogue via email and/or in person shall begin and both parties will answer questions in a. timely manner so this matter can be put forth to progress and concluded by spring of 2008. Please email us your letter of acceptance of this attachment. Doreen Harriot, employee of Spring Valley Holding, LLC has initialed date changes to the revised letter. Sincerely, Louis M. & Donnalyne LaGiglia /'� ...44-4- * • Mar 21 08 03:16p SPRING VALLEY HOLDINGS, LLC 4000 County Road 115 Glenwood Springs, CO 81601 March 21, 2008 Donnalyne and Louis LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 p.1 Dear Donnalyne and Lou: Over the lass several years, the various owners of Spring Valley Ranch, including us, have discussed a number of proposals with you to supplement your domestic water supply. Presently, our Ranch House has no potable water source. Doreen has stoically endured this untenable situation for more than two years while we hoped to reach an accommodation with you. With the arrival of the spring -summer construction season we must finish our new water system for the Ranch House. We want to include a solution to your water supply in our plans, if we can agree on a resolution now. As time is of the essence, please give your full consideration to my offer provided below. Based on our discussions, Spring Valley Holdings, LLC (SVH) makes the following proposal, subject to mutual agreement on the documents, which we will prepare, that implement these terms in more detail: 1. Upon finalization of the agreement, SVH will convey to you by quitclaim deed an easement from the Hopkins Spring to the County Road, and from the County Road to your property, as shown on the attached drawing. 2. You will execute the appropriate documents to consent to the fact that the new SVH well ("SVH Well") is within 600' of your existing well. 3. SVH will complete the SVH Well to provide water to both the Ranch House property and your property. SVH will complete the SVR Well and install all necessary pumps, meters, and piping to convey water from the well for SVH' s purposes, and from the SVH well to a designated location on the boundary between SVH's property and your property. You will be responsible for the installation of a water line from the boundary between our properties to your home or other location on your property. You will have no easement for the SVR Well or the water line on SVH property. 4. For so long as SVH is using the SVR Well, SVH will allow you to take, without any charge or cost to you, and will deliver to the designated location on our joint property boundary, a supply of water not to exceed 10 g.p.m. Mar 21 08 03:16p from the SVR Well, for no more than two single family houses and not more than 5000 square feet of lawn and arden irrigation. SVH will be responsible for the permitting and water rights for the SVR Well. All permits and water rights to the SVR Well will be held in the name of SVH. SVH shall be under no liability to provide to you any minimum amount of water, or water of any particular quality, and shall not be liable for any temporary or permanent well failures. In other words, the water will be made available to you on an "as -is" and "as -available" basis. SVH shall be under no obligation to continue to use the SVR Well, and may abandon the SVR Well at its discretion. You will agree to indemnify and hold SVH harmless from all liability associated with your use of water from the SVR Well and any water provided to you from the SVR Well. 5. SVH will bear all maintenance and repair costs associated with the SVR Well and the water delivery lines within the boundary of the SVR property, and you will bear all maintenance and repair costs associated with the water delivery line on your property. 6. SVH will convey to you its one-half interest in the water storage tank Located on your property, in return for your agreement that SVH shall have no continuing responsibility or liability for the tank. p.2 7. The agreement will be binding on the heirs, successors, and assigns of each property and will be recorded in the real property records for Garfield County. If this proposal is acceptable to you, please sign the original of this letter where indicated below and return it to me. We will deliver to you the necessary agreements and documents for your review and approval within 30 days from the date of your acceptance of the terms hereof. In the event this proposal is not signed by you and received by me by 5:00 p.m. on April 25, 2008, the terms and conditions outlined herein will be considered null and void, and this proposal shall expire and no longer be effective. Please be advised that if you do not accept this proposal and finalize an agreement as outlined herein, we will proceed with the most cost effective method to supply potable water to the ranch house, which will not include potential service to your property. Nevertheless, we will abide by the terms of the approval for the Spring Valley Ranch PUD, to provide you an easement to the Hopkins Spring upon the recording of the final plats to the development. Please contact me at 415-716-8383 if you have any questions or would like to discuss this proposal. Page 2 of 2 Mar 21 08 03:16p Agreed: Date: Louis M. LaGiglia Date: Donnalyne LaGiglia 3115423 2.DOC Sincerely, Daniel Goldberg Authorized Signatory Spring Valley Holdings, LLC Page 3 of 3 p3 April 21, 2008 Spring Valley Holdings, LLC 4000 County Road 115 Glenwood Springs, Co 81601 Danny Goldberg, In the documents in which we hold from SVI I, Tom Gray and us had already begun to devise a plan that was workable. We would like to suggest that plan be upheld and enhanced to provide a closure to the water circumstance. Also, we suggest that the formal agreement be drawn up by a legal official, in which all parties have the confidence of proper word handling. The agreement should state maintenance of the well system that will be acceptable for current and future landowner's of SVR as well as the LaGiglia's. It should include a recourse if our current well is affected by the new well or the new well on SVR property becomes dysfunctional. ft may also be helpful for the water commissioner and Gamba to provide information of the likelihood of any possible problems. These documents are customary to water sharing. More specifically in Response to: Item 1 _ The proposed Hopkins Spring easement as it is drawn, adds 200-300 feet of line. The easement should come diagonally across the field. Particulars can be discussed. Item 2. Yes in order to get the well permitted we do need to sign the 600' consent. In discussions with Tom and in the initial documents, one solution was that if our well went down we would be hooked up to the SVH water system at no cost to us. This was offered to the entire neighborhood in concern of the supply and demand of the SVH project affecting anyone's well uncontested This may already be in place as part of the Water Augmentation Plan, but needs to be documented and made part of this agreement. However, this solution does not satisfy if the project never is developed or there becomes a well problem in advance of the Water Augmentation Plan being in place. Addtionally, Tom already offered in writing that we would receive water rights to the new well. Itern3. Tom had already agreed to complete the water line with complete hook up to our existing well house from the new well house. This was included in your contractual costs from Condon, Samuelson, etc. Also, the initial plan called for us to have an easement so we could make repairs in the event the property was not occupied The water is to be metered in order to determine each properties usage for the purpose of cost repair. Item4. It needs to be agreed to that as long as the well is producing water, SVH can't shut it off or prevent us from taking the water. If the New Well goes down the Water Augmentation Plan agreement should kick in and/or the additional water recourse plan should there not be any project development. We should have the use of the water that the well is permitted for and it should cover our existing structures and one more single family home. Remember, this water is supposed to replace the lost Spring water. Items. See comments m Item 3. ltem6. O.K. Additionally, it may be that Doreen has dealt with the water problem at the Ranch house for more than two years, in which you label her trial stoical while trying to reach accommodation with us. She has expressed many to be in the same category in regard to those she has worked with before on this ranch. We thought the effort to please one another in our communication and resolution was mutual. We encouraged her when ever possible. Tom and the LaGiglia's seriously began to pen the design just last spring as documented We had several successful meetings. which have brought the current design to its nearly final phase in construction. The design supports the written agreement as to how the system is to work for both properties. The agreement has been implemented up until this final stage in which the headship has changed. This change has put a strain on completion to finalize the work as agrecd and document legally the well assignment for both properties. We have been told via a phone conversation that you do not favor any written agreement between the properties. The document dated March 21, 2008 does not provide the agreed terms already written by Tom Gray. Therefore, we do not understand why SVH staff has been telling my neighbor's that we are "difficult", eluding that we are the cause of contention in getting this job done. We are currently being advised by the county water commissioner not to sign the 600' agreement until both properties are satisfied with the future use of the well. Although they are unable to advise legally, they certainly are helpful in explaining to us the purpose of such agreement and we will be using their guidelines in executing this document since they represent the state of Colorado, the creators of such document for lawful purpose. Wouldn't you consider this advice from such official? Would you sign a document that put the last of your water supply in jeopardy in order for the neighbor to have their water without any agreement of recourse? Please consider future negotiations in the spirit of doing unto us, as you would accept to be done for you given the same situation. Overall, we would like to have all documents present and reviewed at the same time before signing off on any one particular document since they all integrate at some point. We believe that this will cause all avenues of our settlement to be expedited most efficiently. We look forward to an agreement that will be productive in providing a peaceful invitation to our future as current neighbors and for those who will benefit from the sale of the ranch house and become future neighbors to Spring Valley. Sincerely, A Lou & Donoal ne LaGigl Spring Valley Holdings, LLC August 23, 2010 Donnalyne and Lou LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 Dear Donnalyne and Lou: In furtherance of our recent discussion, Spring Valley Holdings is pleased to offer the following proposal to help facilitate a resolution to your ongoing concerns with regard to the development. Although it is our firm legal and professional opinion that all outstanding agreements and conditions of approval have been met in the past and most recently with the pending easement to the Hopkins Spring being reflected on the proposed final plat, we want you to feel that the current ownership of Spring Valley Holdings has gone above and beyond its legal obligations. At our expense, we have engaged professionals to estimate the cost of drilling a new well on your property for your exclusive use. As reflected upon the attached estimates of Shelton Drilling Company and Zancanella & Associates, the estimated total cost for drilling, permitting and pump testing a new well is $12,000.00. We propose that upon your acceptance of this letter agreement we will pay to you that estimated cost plus a contingency of 10% for a total payment of $13,200.00, thereby providing you with the funds necessary to drill a new well upon your property. In consideration of that payment, you will agree that after you receive the payment we may provide a copy of this letter to Garfield County to indicate that the concerns you expressed at the August 9th Board of County Commissioners' meeting have been fully satisfied. If you have any further questions about our proposal, please feel free to contact me. If you agree to our proposal, please indicate by signing below and returning a signed copy of this letter to me. I will then arrange for the immediate payment of the funds to you. Agreed and accepted this day of August, 2010. Donnalyne LaGiglia Lou LaGiglia Cc: Larry Green Spring Valley Holdings, LLC 4000 County Road 115 Glenwood Springs, CO 81602 Zancanella & Associates, Inc. Memorandum To: Danny Goldberg - Seligman Western Enterprises, Ltd. From: Tom Zancanella Date: August 23, 2010 Subject: Lagiglia Well Danny, attached is a proposal from Shelton Drilling Corp. for the construction of a new Spring Valley well on the Lagiglia parcel. Estimated depth:. $4000.00 $2000.00 $6000.00 100 feet 0-50 feet 50-100 feet drilling cost I have also included my estimate of the pump installation and the permitting cost. $3500.00 pump Installation $2500.00 permitting $12,000.00 total cost ± We assume that the owners would be responsible for the connection from the well to the house if and when they elect to connect. Zancanella & Associates, Inc. 1011 Grand Avenue, Glenwood Springs, CO 81601 (970) 945-5700 C:tUsersTred.ZA-ENGINEERINGAppDatetLocalV AicrosofrArndows\Temporary Fr.temei s';Con:em.Out l oo k\ 73 C S S B 3 F\d ri I l i n g estimate.docx Aug 18 10 09:44a Wayne Shelton WAYNE SHELTON (970)927-4182 Shelton Drilling Corp. P.O. Box 1059 Basalt, Colorado 81621 SHELTON DRILLING PROPOSAL/GUARANTEE Customer's Name : Spring Valley Ranch Address : % Zancanella & Associates City & State : Glenwood Springs, CO 81601 970-927-3801 p.1 Permit # Location : Spring Valley Phone # 945-5700 FAX (970) 927-3801 Shelton Drilling Corp. as the driller of this well guarantees their workmanship, materials, and quantity, quantity is determined by a valid pump test, for a period of one year of completion of the drilling. If within the one year period the well declines in production more than 50% Shelton Drilling Corp. will, if we deem necessary, deepen the well up to 50', at no charge to the customer, to reestablish its quoted production. We further guarantee the depth of the cased portion of the well to be at Least as deep as the customer is charged for on our billing. Shelton Drilling Corp. cannot be held responsible for the quantity or quality of water obtained as this is a matter determined by nature. The customer is responsible for obtaining all permits necessary for the well, but we will be happy to assist you when possible. Customer is also financially responsible for site preparation and access to site. For the drilling of this well after the first 50' the footage rate is 32.00 per foot (pvc cased) and/or $40.00 per foot (steel cased). This price includes all move in, drilling, casing, and materials used in drilling of the well. If the well fails to initially produce 2 gpm, the customer may call the well dry and will be charged $22.00 per foot and Shelton Drilling Corp. may remove any casing already installed in the hole. This price is for our standard well construction of 7" steel surface casing and 5" ID liner pipe. We will recognize these prices for up to 6 month of signing. The customer agrees to the following payment schedule: [X] There is a $ 4000.00 Minimum Charge for up to 50' of this well for this proiect. Any legal expenses incurred by Shelton Drilling Corp. in collecting its fees will be paid for by the customer. This guarantee is valid only if a Licensed Pump Installer is used to install the pe • anent pump system. Customer's Name Date S lton Drilling Corp. 08/24/2010 09:13 9709479448 Samuelson Pump Company PO Box 297 Glenwood Springs, CO 81602 SPRING VALLEY DEVELOPMENT, INC. C/O DOREEN P.O. BOX 1146 GLENWOOD SPRINGS, CO. Qty SAMUELSON PUMP CO 3C PAGE 02/02 Estimate Date Estimate # 8/18/2010 209 Item Description Rate Total 1 10SP4E02 lOPS4E02 1HP Sta-Rite Pump 951.00 951.00T 120 1' Drop Pipe 1' Sch 80 Drop Pipe 1.63 195.60T 130 12-3 JC 12-3 JC 1.40 182.00T 1 B l OX B 1 OX Brass Piticss Adapter 85.00 85.00T 1 Well Seal w/ Vent Well Seal w/ Vent 100.00 100.00T 1 LT100 w/ass, LT 100 w/ass, : 35.00 35.00T 1 Splice Kit Splice Kit 6.50 6.50T 1 1' Check Valve l' Check Valve 28.00 28.00T 1 Torque Arrestor Torque Arrestor 14.50 14.50T 8 'Labor 1 man Labor Estimate to install a well pump in a new well for Lagillia. Well depth of approx 130" 130.00 1,040.00 Estimate docs not include pipe wire or excavation to exicring well pit. Sales Tax 3.90% 62.31 Total S2,699.91 August 30, 2010 Danny, 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 % 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 To: From: Date: Subject: Zancanella & Associates. Inc. Memorandum Danny Goldberg - Seligman Western Enterprises, Ltd. Tom Zancanella August 23, 2010 Lagiglia Well Danny, attached is a proposal from Shelton Drilling Corp. for the construction of a new Spring Valley well on the Lagiglia parcel. Estimated depth: $4000.00 $2000.00 $6000.00 100 feet 0-50 feet 50-100 feet drilling cost I have also included my estimate of the pump installation and the permitting cost. $3500.00 $2500.00 $12,000.00 pump installation permitting total cost ± We assume that the owners would be responsible for the connection from the well to the house if and when they elect to connect. Zancanella & Associates. Inc, 1011 Grand Avenue, Glenwood Springs, CO 81601 (970) 945-5700 CAUsers1Fred.ZA-ENGINEERING V.ppr3atetLJCaRMicausa!t'.N'indow>l r erryrrary Internet F ileslCon ent.O Ut IOok \73 C S S B 3 F\dri t 11 ng estimate.docx Aug 18 10 09:44a Wayne Shelton WAYNE SHELTON (970)927-4182 Shelton Drilling Corp. P.O. Box 1059 Basalt, Colorado 81621 SHELTON DRILLING PROPOSALJGUARANTRF Customer's Name : Spring Valley Ranch Address : % Zancanella & Associates City & State : Glenwood Springs, CO 81601 970-927-3801 p.1 Permit 4 Location : Spring Valley Phone 4 945-5700 FAX (970) 927-3841 Shelton Drilling Corp. as the driller of this well guarantees their workmanship, materials, and quantity, quantity is determined by a valid pump test, for a period of one year of completion of the drilling. If within the one year period the well declines in production more than 50% Shelton Drilling Corp. will, if we deem necessary, deepen the well up to 50', at no charge to the customer, to reestablish its quoted production. We further guarantee the depth of the cased portion of the well to be at least as deep as the customer is charged for on our bi.Iling. Shelton Drilling Corp. cannot be held responsible for the quantity or quality of water obtained as this is a matter determined by nature. The customer is responsible for obtaining all permits necessary for the well, but we will be happy to assist you when possible. Customer is also financially responsible for site preparation and access to site. For the drilling of this well after the first 50' the footage rate is 32.00 per foot (pvc cased) and/or 540.00 per foot (steel cased). This price includes all move in, drilling, easing, and materials used in drilling of thr well. If the well fails to initially produce 2 gpm, the customer may call the well dry and will be charged $22.00 per foot and Shelton Drilling Corp. may remove any rasing already installed in the hole. This price is for our standard well construction of 7" steel surface casing and 5" ID liner pipe. We will recognize these prices for up to 6 month of signing. The customer agrees to the following payment schedule: [X; There is a .rb 4000.00 Minimum Charge for up to 50' of this well for this project_ Any legal expenses incurred by Shelton Drilling Corp. in collecting its fees will be paid for by the customer. This guarantee is valid only if a Licensed Pump Installer is used to install the . - anent pump system. Customer's Name Date Sh 1ton Drilling Corp. r Spring Valley Holdings, I.T.C., Or - March 13, 2007 Mr. and Mrs. Louis LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601 Re: Hopkins Spring Water Supply Dear Lou and Donnalyne: I appreciate the time that you have spent in educating me on the history of your 25% interest in Hopkins Spring. I realize that you have been inconvenienced by the apparent decision, made by the other six owners of the Spring sometime in.1999-2000, not to repair and replace the spring box, pump and lines. This decision has left you without water from the Spring. I understand that you prefer the water from the Spring and have requested that your domestic and irrigation water system be reconnected to the Spring. In the meantime you have been receiving water from a common well that also services the Spring Valley Ranch's Ranch House. You believe that this water supply is inferior to the Spring's water. A number of issues complicated our ability to respond to your request for reconnection to the Spring. The water line which connects the SVR Ranch House and your property to the Spring has exceeded its useful life and can no longer be used. Improvements have been constructed over the waterline easement and make the replacement of the line difficult and costly. Even without these improvements, the line would be much more expensive to construct than new wells. If the lines were replaced, an electrical pump would be required to assure a reliable source of water for your property and the Ranch House. Power is not available at the site of the Spring. Finally, the other owners of the Spring have shared the use of all the Spring's water, since you and SVR have not been connected to the Spring. Who knows how much water they are using and whether or not our reconnection to the Spring would result in a reduction of their water supply to which they probably believe that they are now entitled. The reasonable solution would seem to be the connection of your property and the Ranch House to a deep, high-capacity well located in the Meadow area to the south of our properties; provide a common line from the well to an appropriate junction near our properties; and split the line to service each of our properties individually. This system could be built at less than half the cost of replacing the waterline from the Spring to our properties. It would also not cause the neighborhood turmoil of negotiating with the other owners of the Spring, which may not be a factor for you, but certainly is a consideration for SVR. Our proposal, which is conditioned on the approval of our amendments to the "Chenoa" entitlements, is as follows: 1. Spring Valley Holdings will construct at its cost the initial development of the well, the pump, the power for the pump, and treatment needed for potable water and the common line to the nearest feasible common junction between our properties ("Common Water Supply System"). 4000 County Road 115 - Glenwood Springs - Colorado Spring Valley Holdings Page 2 2. You and Spring Valley Holdings will each be responsible to construct our respective service line at our respective costs from the common junction to our separate, individual water tanks ("Individual Water Supply System"). Spring Valley Holdings would be willing to construct your Individual Water Supply System at your expense concurrently with its construction of the Common Water Supply System. 3. Spring Valley Holdings will grant water rights to you for a supply of water sufficient for the existing and reasonable future improvements to your property. All remaining water rights with respect to the well will be retained by Spring Valley Holdings. 4. You and Spring Valley Holdings will each install at our respective expense a water flow meter on our Individual Water Supply System to measure our water usage. Each month Spring Valley Holdings will record our usage. All costs of operations, maintenance, repair and replacement of the Common Water Supply System will be paid in proportion. to our usage. Each of us will be responsible for the operations, maintenance, repair and replacement of our respective Individual Water Supply System. If this proposal is acceptable to you, subject to your approval of the costs of the extension of the water service from the common junction to your property and our agreement on the amount of water to be granted to you, please sign and return this letter. This offer is valid until 5:00 p.m. PDT on Monday, March 26, 2007, after which it will terminate without further action by either of us. This letter is not binding on either of us unless and until we enter into a formal written agreement containing these terms and such other provisions as may be appropriate. If you have any questions, please call me at 831-620-6708. I will he at Spring Valley Ranch during the week of March 19t. Doreen will contact you to arrange a meeting if you would like to meet with me personally. I hope that this proposal, while not exactly what you want, will be sufficient to put this longstanding matter to ted. Thank you again for your time and patience. Very truly yours Agreed and accepted this day of March, 2007 Donnalyne LaGiglia Louis LaGiglia April 18, 2007 Mr. and Mrs_ Louis LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601 Re: Hopkins Spring Water Supply Dear Lou and Donnalyne: I appreciate the time that you have spent in educating me on the history of your 25% interest in Hopkins Spring. I realize that you have been inconvenienced by the apparent decision, made by the other six owners of the Spring sometime in I999-2000, not to repair and replace the spring box, pump and lines. This decision has left you without water from the Spring_ I understand that you prefer the water from the Spring and have requested that your domestic and irrigation water system be reconnected to the Spring. In the meantime you have been receiving water from a common well that also services the Spring Valley Ranch's Ranch House. You believe that this water supply is infcaiorto the Spring's water_ A number of issues complicated our ability to respond to your request for reconnection to the Spring The water line which connects the SVR Ranch House and your property to the Spring has exceeded its useful life and can no longer be used. Improvements have been constructed over the waterline easement and make the replacement of the line difficult and costly. Even without these improvements, the line would be much more expensive to construct than new wells_ If the lines were replaced, an electrical pump would be required to assure a reliable source of water for your property and the Ranch House. Power is not available at the site of the Spring. Finally, the other owners of the Spring have shared the use of ail the Spring's water, since you and SVR have not been connected to the Spring Who knows haw much water they are using and whether or not our reconnection to the Spring would result in a reduction of their water supply to which they probably believe that they are now entitled_ The reasonable solution would seers to be the connection of your property and the Ranch House to a deep, high-capacity well located in the Meadow area to the south of our properties; provide a common line from the well to an appropriate junction near our properties; and split the line to service each of our properties individually. This system could be built at less than half the cost of replacing the waterline from the Spring to our properties. It would also not cause the neighborhood turmoil of negotiating with the other owners of the Spring, which may not be a factor for you, but certainly is a consideration for SVR Our proposal, which is conditioned on the approval of our amendments to the "Chenoa entitlements, is as follows: 1. Spring Valley Holdings will construct at its cost the initial development of the well, the pump, the power for the pump, and treatment needed for potable water and the common line to the nearest feasible common junction between our properties ("Common Water Supply System"). ;, (11 = 4721-,31. = ;x ags ae2 2. You and Spring Valley Holdings will each be responsible to construct our respective service line at our respective costs from the common junction to our separate, individual water tanks ("Individual Water Supply System'). Spring Valley Holdings would be willing to construct your Individual Water Supply System at your expense concurrently with its construction of the Common Water Supply System. 3. Spring Valley Holdings will grant water rights to you for a supply of water sufficient for the existing and reasonable fiiture improvements to your property. All i t:maining water rights with respect to the well will be retained by Spring Valley Holdings. 4. You and Spring Valley Holdings will each install at our respective expense a water flow meter an our Individual Water Supply System to measure our water usage. Farb month Spring Valley Holdings will record our usage. All costs of operations, maintenance, repair and replacement of the Common Water Supply System will be paid in proportion to our »cage-. Each of us will be responsible for the operations, maintenance, repair and replacement of our respective Individual Water Supply System. If this proposal is aeceptabie to you, subject to your approval of the costs of the extension of the water service from the common junction to your property and our agreement on the amount of water to be granted to you, pleAgP sign and return this letter_ This offer is valid until 5:00 p.m. PDT on Monday, April 30, 2007, after which it will terminate without further action by either of us. This letter is not binding on either of us unless and until we eater into a formal written agreement containing these terms and such other provisions as may be appropriate. If you have any questions, please call me at 831-520-5708. I will be at Spring Valley Ranch during the week of March 19*. Doreen will contact you to arrange a meeting if you would like to meet with me personally_ I hope that this proposal, while not exactly what you want, will be sufficient to put this longstanding matter to bed_ Thank you again for your time and patience. Very truly yours Tom Gray Ag5ei1 and accepted this, day of 1 K-2 r`; 67- , Donnalyne iaGig} ' /- --'Louis LaG gha. r Spring Valley Holdings, LLC August 23, 2010 Donnalyne and Lou LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 Dear Donnalyne and .Lou: in furtherance of our recent discussion, Spring Valley Holdings is pleased to offer the following proposal to help facilitate a resolution to your ongoing concerns with regard to the development. Although it is our firm legal and professional opinion that all outstanding agreements and conditions of approval have been met in the past and most recently with the pending easement to the Hopkins Spring being reflected on the proposed final plat, we want you to feel that the current ownership of Spring Valley Holdings has gone above and beyond its legal obligations. At our expense, we have engaged professionals to estimate the cost of drilling a new well on your, property for your exclusive use. As reflected upon the attached estimates of Shelton Drilling Company and Zancanella & Associates, the estimated total cost for drilling, permitting and pump testing a new well is $12,000.00. We propose that upon your acceptance of this letter agreement we will pay to you that estimated cost plus a contingency of 10% for a total payment of $13,200.00, thereby providing you with the funds necessary to drill a new wellupon your property. In consideration of that payment, you will agree that after you receive the payment we may provide a copy of this letter to Garfield County to indicate that the concerns you expressed at the August 9th Board of County Commissioners' meeting have been fully satisfied. If you have any further questions about our proposal, please feel free to contact me. If you agree to our proposal, please indicate by signing below and returning a signed copy of this letter to me. I will then arrange for the immediate payment of the funds to you. Very truly you Daniel G: .erg Agreed and accepted this day of August, 2010. Donnalync LaGiglia Lou. LaGiglia Cc: Larry Green Spring Valley Holdings, LLC 4000 County Road 115 Glenwood Springs, CO 81602 W cI! Onanng Agreement Page 1 of 1 From: Imlagiglia@cs. com To: DGoldberg@SeligmanGroup.com Cc: fredjarman@garfield-county.com Subject: Well Sharing Agreement Date: Fri, 013, 20111921 am Hi Danny, We need to move forward on a "Well Sharing Agreement". The dock is running. 1 would appreciate it if you would send me a draft of your ideas for a mutually beneficial agreement. 1 will timely respond so we can move this along quickly. Best regards, Lou d s lac/ SOGG /nee71/41. eva-c %%9i 4'ak em - he http://mail.aol.com132447-311/cs com-1/en-ns/mail/PrintMessage.aspx 9/6/2010 aw. rr ♦,t1 U13a1u16 ti�'1GGII1CIlC From: DGotdberg@seligmangroup.com To: Imlagiglia <Imlagiglia@cs.com> Cc: Fred Jarman<fredjarman@garfield-county.com> Subject: Re: Well Sharing Agreement Date: Fri, Aug 13, 2010 1:58 pm Page 1 of 1 1J Lou, 1 think it is more appropriate to start with you sending a proposal to spring valley holdings with what you think is an appropriate resolution. Thanks, Daniel Goldberg Seligman Western 600 Montgomery St., 40th Floor San Francisco, CA 94111 t: 415.658.2888 fax: 248.208.1455 email: dgoldbergfcr�selicomangroup.com wvwv.seligmangroup.com From: Imlagiglia Sent: 08/13/2010 11:21 AM AST To: Dan Goldberg Cc: fredjarman(c�ganield-county.com Subject: Well Sharing Agreement Wa4ris its 4b, e paTosaa Hi Danny, We need to move forward on a "Well Sharing Agreement". The clock is running. 1 would appreciate it if you would send me a draft of your ideas for a mutually beneficial agreement. I will timely respond so we can move this along quickly. Best regards, Lou http://mail.aol.com/32447-311/cs com-1/en-us/mail/PrintMessage.aspx 9/6/2010 Ke: weld 6narmg Agreement From: Imiagiglia@cs.com To: DGoldberg@serigmangroup.com Subject: Re: Well Sharing Agreement Date: Wed, Aug 18, 2010 11:43 am I just saw your email. 1"m available today until 4:30 my time. Best number to reach me is my cell phone. 970-948-5525 Lou ----Original Message ---- From: DGoldberq(rb_seliamangroup.com To: Imlagiglia <Imlagicllia(a�cs.corn> Sent: Tue, Auq 17. 2010 7:42 pm Subject: Re: Well Sharing Agreement Is there a good time for you to chat tomorrow? If so when and what number should 1 call you on? Thanks. Daniel Goldberg Seligman Western 600 Montgomery St., 40th Floor San Francisco, CA 94111 t: 415.658.2888 fax: 248.208.1455 email: dgoldberqAseligmangroup.com www.seligmangroup.com From: Imlagiglia Sent: 08/13/2010 11:21 AM AST To: Dan Goldberg Cc: fredjarrrmangarfield-countv.com Subject: Well Sharing Agreement Page 1 of 1 c,e5 log t- yroposa-c ba.A- Cork. Qe-fSa--t i Hi Danny, We need to move forward on a "Well Sharing Agreement". The clock is running. I would appreciate it if you would send me a draft of your ideas for a mutually beneficial agreement. 1 will timely respond so we can move this along quickly. Best regards, Lou http://mail.aol.com/32447-311/cs com-1/en-us/mail/PrintMessage.aspx 9/6/2010 1VGVV WGl1 From: Imlagiglia@cs.com To: DGoldberg@SeligmanGroup.com Cc: fredjarman@garfield-county.com Subject: New well Date: Mon, Aug 23, 2010 2:14 pm 8/23/2010 Hi Danny, Page 1 of 1 Last Thursday in our telephone conversation you said you would get back to me with a written proposal. In as much as I haven't seen a written proposal, I will address what we talked about. First I want to thank you for responding to my inquiry to move forward in regard to the outstanding water agreement between our respective properties. I appreciate your new approach to eliminate the properties joining in water usuage by the proposal of drilling a seperate well for our sole use and ownership. I believe as you do, that this is a good answer to your concerns about future agreements between us and to further protect any future property owners of SVH from any perpetual concerns. However, please understand, your proposal did not fully address the issue. The issue is replacing the water from ,the Spring, not replacing my current well_ I had two sources of water before, one from my weirand one from me Spring, which was our main source of water. Your proposal was to drill a new well within a close proximatey to my current well, thereby having to de-commision my current well. No resolution to the issue. Drilling another well has to be more than 600 feet from my current well and more than 600 feet from the Sullivan's well, and it has to be a complete job. That means drilled and hooked up to my current well house. It also means having a Water Engineer preferably Paul Currier whom you have met via phone conversation to help protect both parties from any misques as happened with the well that you drilled. It would be best to fund all of this by escrowing to complete the entire job. Excess funds would be retumed to you. If this is not what you intended or you are not willing to incurr all the costs of a new well then we need to return to the current well sharing agreement. Regards, Lou - D dos pilor e. Call 54-; no D9os«-1 Sew -�I'6YI'1 lcurly1 rinze-dr )yAlct.4-f http://mail.aol.com/32447-311/cs cam-1/en-us/mail/PrintMessage.as,x 9/6/2010 ne: iNew wen From: OGoldberg@seligmangroup.com To: Lou lagiglia <Imlagiglia@cs.com> Cc: Fred Jarman <fredjarman@garfield-county.com> Subject: Re: New well Date: Wed, Aug 25, 2010 10:33 am Page 1 of 1 Lou, It appears that our proposal and your email crossed in the "mail". Please confirm that you have received. Thanks. Daniel Goldberg Seligman Western 600 Montgomery St., 40th Floor San Francisco, CA 94111 t: 415.6582888 fax: 248.208.1455 email: dgoldberg(an seligmangroup.com www.seligmangroup.com From: Imlagiglia Sent: 08/23/2010 04:13 PM AST To: Dan Goldberg Cc: ffrediarman(a garfield-county.com Subject: New well 8/23 010 Hi Danny, Last Thursday in In as much as I have for responding to my inq our respective properties. I a the proposal of drilling a seperat answer to your concerns about futur of SVH from any perpetual concerns. rt?S n,s e t Q Ee d x \‘‘cc- s\o ��d Cocrespo>1c ce . r telephone conversation you said you would get back to me with a written proposal. ' seen a written proposal, I will address what we talked about. First I want to thank you to move forward in regard to the outstanding water agreement between reciate your new approach to eliminate the properties joining in water usuage by ell for our sole use and ownership. I believe as you do, that this is a good reements between us and to further protect any future property owners However, please understand, your proposal did the Spring, not replacing my current well. I had two s Spring, which was our main source of water. Your propo my current well, thereby having to de-commision my curren well has to be more than 600 feet from my current well and mor to be a complete job. That means drilled and hooked up to my curre Engineer preferably Paul Currier whom you have met via phone conveys misques as happened with the well that you drilled. It would be best to fund a the entire job. Excess funds would be retumed to you. If this is not what you intended or you are not willing to incurr all the costs of a new w I then we need to return to the current well sharing agreement. fully address the issue. The issue is replacing the water from rces of water before, one from my well and one from the I was to drill a new well within a close proximatey to II. No resolution to the issue. Drilling another an 600 feet from the Sullivan's well, and it has ell house. It also means having a Water n to help protect both parties from any f this by escrowing to complete Regards, Lou http://mail.aol.com/32447-311/cs com-1/en-us/mailfPrintMessage.aspx 9/6/2010 Re: New well From: DGoldberg@seligmangroup.com To: Lou lagiglia <Imlagiglia@cs.com> Cc: Fred Jarman <fredjarman@garfield-county.com> Subject Re: New well Date: Wed, Aug 25, 2010 5:21 pm It was sent via federal express to your home. Keep a look out. Daniel Goldberg Seligman Western 600 Montgomery St, 40th Floor San Francisco, CA 94111 t: 415.658.2888 fax: 248.208.1455 email: dgoldbergaa.seligmangroup.com www.seligmangroup.com From: Lou [Imiagiglia4cs.coml Sent: 08/25/2010 05:20 PM CST To: Dan Goldberg Cc: Fred Jarman<fredjarman(a?garfield-countv.com> Subject: Re: New well Danny, There's no attachment to your email. So I have not received. Lou Sent from my 'Phone On Aug 25, 2010, at 10:37 AM, DGoldberg aC�.seligmanaroup.com wrote: Lou, It appears that our proposal and your email crossed in the "mail". Please confirm that you have received. Thanks. Daniel Goldberg Seligman Western 600 Montgomery St., 40th Floor San Francisco, CA 94111 t: 415.658.2888 fax: 248.208.1455 email: dgoldberg@seligmangroup.com www.seligmangroup.com From: Imlagiglia Sent: 08/23/2010 04:13 PM AST To: Dan Goldberg Cc: frediarmanaar ield-county.com Subject: New well Page 1 of 2 httn://mail.aol.com/32447-311/cs com-1 /en-us/maii/PrintMessa2e.asnx 9/6/2010 1 our viler Page 1 of 1 From: imlagiglia@cs.com To: DGoldberg@SeligmanGroup.com Cc: fredjarman@garfield-county.com Subject: Your "Offer' Date: Fri, Aug 27, 201011:24 am Danny, I'm in receipt of your "New Well Offer". I was out of town from Tuesday afternoon until last night. Thers's no reason to use Fedex until we finish negotions, that's just a waste of valuable time. We should continue to use email and copy in Fred Jarmin. I'm also conferring with Paul Currier. Lou dcus a --C-4- ( home- C! �v�� sQ--, . u)Q-- C€ )e_. rra.?ossa J ti a- 'Fe -d- C x http://mail.aol.com/32447-311/cs com-1/en-us/mail/PrintMessage.aspx 9/6/2010 Spring Valley Holdings, LLC August 23, 2010 Donnalyne and Lou LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 Dear Donnalyne and Lou: In furtherance of our recent discussion, Spring Valley Holdings is pleased to offer the following proposal to help facilitate a resolution to your ongoing concerns with regard to the development. Although it is our firm legal and professional opinion that all outstanding agreements and conditions of approval have been met in the past and most recently with the pending easement to the Hopkins Spring being reflected on the proposed final plat, we want you to feel that the current ownership of Spring Valley Holdings has gone above and beyond its legal obligations. At our expense, we have engaged professionals to estimate the cost of drilling a new well on your property for your exclusive use. As reflected upon the attached estimates of Shelton Drilling Company and Zancanella & Associates, the estimated total cost for drilling, permitting and pump testing a new well is $12,000.00. We propose that upon your acceptance of this letter agreement we will pay to you that estimated cost plus a contingency of 10% for a total payment of S13,200.00, thereby providing you with the funds necessary to drill a new welln upoyour urapeety.. In consideration of that payment, you will agree that after you receive the payment we may provide a copy of this letter to Garfield County to indicate that the concerns you expressed at the August 9th Board of County Commissioners' meeting have been fully satisfied. If you have any further questions about our proposal, please feel free to contact me. If you agree to our proposal, please indicate by signing below and returning a signed copy of this letter to me. I will then arrange for the immediate payment of the funds to you. Ve truly you Daniel Go . • erg Agreed and accepted this day of August, 2010. Donnalyne LaGiglia Lou LaGiglia Cc: Larry Green Spring Valley Holdings, LLC 4000 County Road 115 Glenwood Springs, CO 81602 My letter of 8/30/10 From: imlagigtia@cs.com To: DGoldberg@SeligmanGroup.com Cc: fredjarman@garfIeld-county.com Subject: My letter of 8/30110 Date: Thu, Sep 2, 2010 1:44 pm September 2, 2010 Danny, I haven't received a response from you on the the letter I sent you on Monday, August, 30, 2010. I have outlined to different proposals in this letter. Do you intend to respond to this? Lou August 30, 2010 Danny, rage 1 oI L 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 121/2 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 % gallons of water per minute from the Spring. l 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. httrr//mail_aol_com/32447-311/es com-1/en-us/mail/PrintMessage.aspx 9/6/2010 My letter of 8/30/10 rage z or z 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 http://mail.aol.com/32447-311/cs com-1/en-us/mail/PrirntMessage.aspx 9/6/2010 Re: My letter of 8/30/10 From: DGoldberg@seligmangroup.com To: Lou lagiglia <Imiagiglia@cs.com> Cc: Fred Jarman <fredjarman@garfietd-county.com>; Larry Green <lany@balcombgreen.com> Subject: Re: My letter of 8/30/10 Date: Thu, Sep 2, 2010 1:46 pm Yes we will be responding before end of business close tomorrow. Thanks. Daniel Goldberg Seligman Western 600 Montgomery St, 40th Floor San Francisco, CA 94111 t: 415.658.2888 fax: 248.208.1455 email: dgoldberg(seligmangrouo.com MAN/.seligmangroup.com From: imlagigfia Sent: 09/02/2010 03:44 PM AST To: Da oldberg Cc: fred a an • •arfield-count .com Subject: My - I er of 8/30/10 September 2, 2010 Danny, I haven't received a response fro I have outlined to different proposals rage 1 oz .� ikstpc‘aiA' d.) ,Q/.alt y 1W 2'01 )&C.61 tri 0 /? Cd l fir.) r ou on the the letter I sent you on Monday, August, 30, 2010. this letter. Do you intend to respond to this? Lou August 30, 2010 Danny, We are in receipt -of your proposal of August 23, 20 0. We find the Proposal to be non- responsive to the issue andyQur responsibilities and therefore.inadequate. Allow me to elaborate and re 'ew 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 p ecessors declined to replace or repair the Spring line for a myriad of reasons. The most ofte ited reason was the cost and not wanting to have dealings with the other neighbors who shareties ring. The issue of reinstating or replacing the source of water from the Spring existed when�you a q`uired 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 httn://mail.aol.com/17.447-111/es com-1 /en-ns/mail/PrintMessaae.acnx 9/6/2f)10 EDWARD MULHALL, JR. SCOTT BALCOMB LAWRENCE R. GREEN TIMOTHY A. THULSON DAVID C. HALLFORD CHRISTOPHER L. COYLE THOMAS J. HARTERT CHRISTOPHER L. GEIGER SARA M. DUNN DANIEL. C. WENNOGLE SCOTT GROSSCUP CHAD J. LEE BALCOIVLB & GREEN, P.C. ATTORNEYS AT LAW P.O. DRAWER 790 818 COLORADO AVENUE GLENWOOD SPRINGS, COLORADO 81602 Telephone: 970.945.6546 Facsimile: 970.945.9769 ORIGINAL SENT BY U.S. MAIL AND E-MAILED TO: lmlagiglia@cs.com Donnalyne and Louis LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 Dear Mr. and Mrs. LaGiglia: www.balcombgreen.com September 3, 2010 KENNETH BALCOMB (1 920-2005) OF COUNSEL: JOHN A. THULSON Please be advised that we have recently been retained by Spring Valley Holdings, LLC ("Spring Valley Holdings") to provide legal representation related to its holdings in Garfield County, Colorado. In that capacity we have reviewed voluminous data relating to your claims that Spring Valley Holdings has obligations to you regarding the BR Hopkins Spring or providing you with a well water supply. It is our understanding that you, Spring Valley Holdings and others have an interest in the BR Hopkins Spring as tenants in common. In proceedings before the Garfield County Board of County Commissioners commencing as early as 1999, you have asserted that Spring Valley Holdings has an obligation to you to pay for and maintain the BR Hopkins Spring and related facilities necessary to deliver water from the Spring to your property. We disagree. We are not aware of any written agreement which so obligates Spring Valley Holdings. There is no statute or principle of common law which obligates Spring Valley Holdings, either on its own or on some pro -rata basis with you, to repair or replace the Spring and its related delivery facilities. Similarly, there is no condition imposed on any of Spring Valley Holdings' land use approvals that requires it to replace the delivery line from the BR Hopkins Spring to your property. To the contrary, the only relevant condition requires that Spring Valley Holdings "shall provide a non-exclusive 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 LaGiglia property." This condition has been satisfied by the easement grant which is part of the final plat package now being considered by the Garfield County Commissioners. I also note that the alignment of this easement was at your choosing. Based on the facts as we know them, it is simply incorrect to assert that Spring Valley Holdings has an obligation to repair or replace the delivery line between the BR Hopkins Spring and your property. BALCOMB & GREEN, P.C. ATTORNEYS AT LAW Donnalyne and Louis LaGiglia September 3, 2010 Page 2 We believe that over the years you have acknowledged that there is no such obligation on Spring Valley Holdings, so you have alternatively asserted to the Board of County Commissioners, as recently as August 9, 2010, that Spring Valley Holdings is in breach of a signed well sharing agreement with you. Again, we disagree. It is our understanding that you base this claim on a letter dated April 18, 2007 from Spring Valley Holdings to you. We have been told that you provided the Garfield County Commissioners with a copy of such letter on August 91h. We have also been told, however, that you did not provide the Commissioners with a copy of the signed attachment to that letter, a copy of which is attached hereto, dated April 20, 2007, which very clearly states your understanding that the April 18th letter is "merely an agreement to go ahead with such negotiations and is not an agreement in its entirety." (Hereinafter, the April 18, 2007 letter and the April 20, 2007 attachment will be referred to as the "April, 2007 Correspondence"). Moreover, by correspondence dated March 21, 2008, copy attached hereto, Spring Valley Holdings sent you a copy of a letter agreement which would actually document the proposal contemplated by the April, 2007 Correspondence. By letter dated April 21, 2008, copy attached hereto, you rejected this form of agreement, insisting on additional conditions which were not contemplated by the April, 2007 Correspondence and which are not typically contained in well sharing agreements of this nature. Based upon this set of facts we have advised our client that it has fully satisfied all of its legal obligations related to a well water supply to you. Nevertheless, in an effort to resolve your unfounded allegations, and in light of the direction from the Board of County Commissioners on August 9th, Spring Valley Holdings made the proposal to you as set forth in the letter from Mr. Goldberg dated August 23, 2010, copy attached. You rejected that offer out of hand by your e-mail dated August 30, 2010, copy attached, which again inserts demands and requirements, including payment of your consultant fees, which are far outside the scope of anything contemplated by the April, 2007 Correspondence and far outside the realm of typical negotiations over a well sharing agreement. The demands set forth in your August 30th e-mail are unreasonable and unacceptable to Spring Valley Holdings. Notwithstanding your outright rejection of Mr. Goldberg's offer, Spring Valley Holdings has asked me to let you know that in one final attempt to resolve your disputed claims, it will hold the August 23`d offer open to you until the commencement of the Board of County Commissioners meeting on the Spring Valley Holdings final plat to be held on September 7, 2010. If you wish to accept this offer please let me or Mr. Goldberg know before that time. LRG/bc EncIs. xc: Daniel Goldberg Fred Jarman Mike Gamba Tom Zancanella Very truly yours, BALCOMB & GREEN, P.C. Lawrence R. r -en April 20, 2007 Attachment to Document re: Hopkins Spring Water Supply dated April 18, 2007. This attachment is the basis of understanding in which we accept the proposal for which our signatures stand for at this time. We understand that upon signing such document between Louis M, & Donnalyne LaGiglia, and Tom Gray representing Spring Valley Holdings, that the letter is a general scope .of ideas in -which -the -concerned parties will use to come to a final agreement. The final documents will detail each parties agreement as to the sharing of water= source and equipment used to achieve this goal.. We understand that this Ietter is merely an agreement to go ahead with such negotiations and is not an agreement in its entirety. Please refer to previous discussions regarding the current document to be signed by referenced letters prior to this date, which aids in the understanding to both parties purpose. We understand that this agreement shall begin the process of investigating, both parties responsible, the legal, functional and mechanical details needed to conclude the proposal. It is agreed that open dialogue via email and/or in person shall begin and both parties will answer questions in a timely manner so this matter can he put forth to progress and concluded by spring of 2008. Please email us your letter of acceptance of this attachment. Doreen Harriot, employee of Spring Valley HoldinR, LLC has initialed date changes to the revised letter. Sincerely, Louis M. & Donnalyne LaGiglia was hyioyee �rn6-rays Si ya /re amd a7 /Se th/, tie nu-vnratSfl meak4gs h‘sh,viep4 feS/e._s e use// Aolzs -- amd 00,41 f /9a/ ddettn" .$hSKM5 rejevdmi i»a,'fi kn &,ice and • /?ya / -4 /,°n3 7 ave// guhnwshi7 } Spring Valley Holdings, LLC. March 13, 2007 Mr. and Mrs. Louis LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601 Re: Hopkins Spring Water Supply Dear Lou and Donnalyne: I appreciate the time that you have spent in educating me on the history of your 25% interest in Hopkins Spring. I realize that you have been inconvenienced by the apparent decision, made by the other six owners of the Spring sometime in.1999-2000, not to repair and replace the spring box, pump and lines. This decision has left you without water from the Spring. I understand that you prefer the water from the Spring and have requested that your domestic and irrigation water system be reconnected to the Spring. In the meantime you have been receiving water from a common well that also services the Spring Valley Ranch's Ranch House. You believe that this water supply is inferior to the Spring's water. A number of issues complicated our ability to respond to your request for reconnection to the Spring. The water line which connects the SVR Ranch House and your property to the Spring has exceeded its useful life and can no longer be used. Improvements have been constructed over the waterline easement and make the replacement of the line difficult and costly. Even without these improvements, the line would be much more expensive to construct than new wells. If the lines were replaced, an electrical pump would be required to assure a reliable source of water for your property and the Ranch House. Power is not available at the site of the Spring. Finally, the other owners of the Spring have shared the use of all the Spring's water, since you and SVR have not been connected to the Spring. Who knows how much water they are using and whether or not our reconnection to the Spring would result in a reduction of their water supply to which they probably believe that they are now entitled. The reasonable solution would seem to be the connection of your property and the Ranch House to a deep, high-capacity well located in the Meadow area to the south of our properties; provide a common line from the well to an appropriate junction near our properties; and split the line to service each of our properties individually. This system could be built at less than half the cost of replacing the waterline from the Spring to our properties. It would also not cause the neighborhood turmoil of negotiating with the other owners of the Spring, which may not be a factor for you, but certainly is a consideration for SVR. Our proposal, which is conditioned on the approval of our amendments to the "Chenoa" entitlements, is as follows: 1. Spring Valley Holdings will construct at its cost the initial development of the well, the pump, the power for the pump, and treatment needed for potable water and the common line to the nearest feasible common junction between our properties ("Common Water Supply System"). 4000 County Road 115 - Glenwood Springs - Colorado Spring Valley Holdings Page 2 2. You and Spring Valley Holdings will each be responsible to construct our respective service line at our respective costs from the common junction to our separate, individual water tanks ("Individual Water Supply System"). Spring Valley Holdings would be willing to construct your Individual Water Supply System at your expense concurrently with its construction of the Common Water Supply System. Spring Valley Holdings will grant water rights to you for a supply of water sufficient for the existing and reasonable future improvements to your property. All remaining water rights with respect to the well will be retained by Spring Valley Holdings. 4. You and Spring Valley Holdings will each install at our respective expense a water $per meter on our Individual Water Supply System to measure our water usage. Each month Spring Valley Holdings will record our usage. All costs of operations, maintenance, repair and replacement of the Common Water Supply System will be paid in proportion to our usage. Each of us will be responsible for the operations, maintenance, repair and replacement of our respective Individual Water Supply System. If this proposal is aci;eptabie to you, subject to your approval of the costs of the extension of the water service from the common junction to your property and our agreement on the amount of water to be granted to you, please sign and return this letter. This offer is valid until 5:00 p.m. PDT on Monday, March 26, 2007, after which it will terminate without further action by either of us. This letter is not binding on either of us unless and until we enter into a formal written agreement containing these terms and such other provisions as may be appropriate. If you have any questions, please call me at 831-620-6708. I will be at Spring Valley Ranch during the week of March 196. Doreen will contact you to arrange a meeting if you would like to meet with me personally. I hope that this proposal, while not exactly what you want, will be sufficient to put this longstanding matter to bed. Thank you again for your time and patience. Very truly yours Agreed and accepted this day of March, 2007 Donnalyne LaGiglia Louis LaGiglia ey I � LLC, April 18, 2007� • s LaGigiia 4002 County Road 115 Glenwood Springs, CO 81601 Re: Hopkins Spring Water Supply Dear Lou and Donnalyne: I appreciate the time that you have spent in educating me on the history of your 25% interest in Hopkins Spring. I realize that you have been inconvenienced by the apparent decision, made by the other six owners of the Spring sometime in I999-2000, not to repair and replace the spring box, pump and lines. This decision has Jeff you without water from the Spring_ I understand that you prefer the water from the Spring and have requested that your domestic and irrigation water system be reconnected to the Spring. Tn the meantime you have been receiving water from a common well that also services the Spring Valley Ranch's Ranch House. You believe that this water supply is inferior to the Spring's water. A number of issues complicated our ability to respond to your request for reconnection to the Spring. The water line which connects the SVR Ranch House and your property to the Spring has exceeded its useful life and can no longer be used. Improvements have been constructed over the waterline easement and make the replacement of the line difficult and costly. Even without these improvements, the line would be much more expensive to construct than new wells. Ifthe lines were replaced, an electrical pump would be required to assure a reliable source of water for your property and the Ranch House. Power is not available at the site of the Spring. Finally, the other owners of the Spring have shared the use of all the Spring's water, since you and SVR have not been connected to the Spring Who knows how much water they are using and whether or not our reconnection to the Spring would result in a reduction of their water supply to which they probably believe that they are now entitled The reasonable solution would sewn to be the connection of your property and the Ranch House to a deep, high-capacity well locked in the Meadow area to the south of our properties; provide a common line from the well to an appropriate junction near our properties; and split the line to service each of our properties individually. This system could be built at less than half the cost of replacing the waterline from the Spring to our properties_ It would also not cause the neighborhood turmoil of negotiating with the other owners of the Spring, which may not be a factor for you, but certainly is a consideration for SVR Our proposal, which is conditioned on the approval of our amendments to the "Chenoa" entitlements, is as follows: 1. Spring Valley Holdings will construct at its cost the initial development of the well, the pump, the power for the pump, and treatment needed for potable water and the common Iine to the nearest feasible common junction between our properties ("Common Water Supply System"). ,t—T, c) f)�F:: '}.� ?} i' .%'ri. .5. ? �� � � ,3 "- ;''*5r--^.,. i s _ VAT f5s-14-01-alit-xs 2. You and Spring Valley Holdings will each be responsible to construct our respective service line at our respective costs from the common junction to our separate, individual water tanks ("Individual Water Supply System"). Spring Valley Holdings would be willing to construct your Individual Water Supply System at your expense concurrently with its construction of the Common Water Supply System. 3. Spring Valley Holding will grant water rights to you for a supply of water sufficient for the existing and reasonable future improvements to your property. All remaining water rights with respect to the well will be retained by Spring Valley Holdings. 4. You and Spring Valley Holdings will each install at our respective expense a water flow meter on our Individual Water Supply System to measure our water usage. Each month Spring Valley Holdings will record our usage. All costs of operations, maintenance, repair and replacement of the Common Water Supply System will be paid in proportion to our nrcao - Each of us will be responsible for the operations, maintenance, repair and replacement of our respective Individual Water Supply System If this proposal is acceptable to you, subject to your approval of the costs of the extension of the water service from the common junction to your property and our agreement on the amount of water to be granted to you, please sign and return this letter_ This offer is valid until 5:00 p.m PDT on Monday, April 30, 2007, after which it will terminate without further action by either of us. This letter is not binding on either of us unless and until we enter into a formai written agreement containing these terms and such other provisions as may be appropriate. If you have any questions, please call me at 831-620-6708. I will be at Spring Valley Ranch during the week of March 19th. Doreen will contact you to arrange a meeting if you would like to meet with me personally. I hope that this proposal, while not exactly what you want, will be sufficient to put this longstanding matter to bed. Thank you again for your time and patience. Very truly yours Tom Gray and accepted thisvin 'ailay Donnalyne y '1 f UiS LaGigiia # ✓j Exhibit 0 Conclusion: We established a paper trail that exhibits our cooperation from the beginning of this agreement with Tom Gray. It also exhibits Tom Gray's cooperation to work with us and to have moved the project forward. When Tom was removed from position, it was only then that SVH wanted to completely set aside all agreements and replace with an alternative proposal that is not responsive to the issue and responsibilities already admitted to by SVH. They are using an alternative proposal as a distraction to divert from recognizing that there is an agreement in place and only two things that need to be finalized. They claim they have no responsibilities based on the attachment dated April 20, 2007, an addition to the agreement in place, in which it can clearly be seen by signature of both parties that it was accepted and by action of both parties designing the well house and equipment that this again is a non issue only being used by SVH to escape their final step of filing ownership interests to grant water rights and maintenance agreement. Legal responsibility and claim to disregard current agreement due to the attachment as stated in their document of September 3, 2010 is a non issue since SVH has participated in both. It is merely a realization that they are not interested in a perpetual agreement between the two property owners after the fact of signing to such agreements. If in fact they want to separate the two properties in this manner, we will abide with an agreement that is not less than equal the value of the one in place with no additional costs to the LaGiglia's. We ask the BOC for a continuance for approval for the final plat until all neighborly agreements are in place. OIL 14R/'" 5� MUTUAL AID AGREEMENT This MUTUAL AID AGREEMENT (the "Agreement") is entered into to be effective as of the Ist day of January 2010 by and between LANDIS CREEK METROPOLITAN DISTRICT NO. 1 ("Landis Creek"), a quasi -municipal corporation and political subdivision of the State of Colorado and CARBONDALE & RURAL FIRE PROTECTION DISTRICT ("CRFPD"), a quasi -municipal corporation and political subdivision of the State of Colorado; individually referred to herein as the "Party" and collectively referred to herein as the `Parties". WHEREAS, CRFPD, in Garfield County, Colorado is a duly organized and existing fire protection district organized under the provisions of Article 1 of Title 32, Colorado Revised Statutes (the "Special District Act"). WHEREAS, Landis Creek, in Garfield County, Colorado, is a duly organized and existing metropolitan district with fire and emergency protection powers, organized under the provisions of the Special District Act. WHEREAS, CRFPD and Landis Creek are each authorized by the provisions of Article XIV, § 18, Colo. Const., and §§ 29-1-201, et seq., C.R.S., to enter into contracts with other local governments for the performance of functions which they are authorized by law to perform on their own. WHEREAS, the Parties have determined that it is in the best interests of each to render mutual aid and cooperation in the use of their fire and emergency medical personnel and equipment for the safety, health, and welfare of the people of their respective governmental units during times of emergency; NOW THEREFORE, Landis Creek does hereby agree that its fire and emergency medical personnel, at such time they are acquired by Landis Creek, will render mutual aid to CRFPD and CRFPD does hereby agree that its fire and emergency medical personnel will render mutual aid to Landis Creek under the following conditions: 1. In the event of any serious emergency, the Parties shall cooperate in an effort to provide fire and emergency medical services subject to the terms and conditions prescribed in this Agreement. 2. The Parties acknowledge that Landis Creek does not currently have personnel or equipment to respond to a request for aid from CRFPD. Therefore, Landis Creek shall pay CRFPD a total of Twenty -Five Thousand Dollars ($25,000) per year (the "Landis Creek Payment"). In exchange for the Landis Creek Payment, CRFPD shall provide fire protection, emergency medical services and/or incident management personnel or equipment. as described in this Agreement to Landis Creek, more specifically to the area known as Phase t of the Spring Valley Ranch PUD, as more particularly described in Exhibit A attached hereto and incorporated by reference. At such time that Landis Creek does acquire such personnel and equipment able to respond to a request for aid from CRFPD, Landis Creek will notify CRFPD of the availability of same and Landis Creek shall cease making the Landis Creek Payment. The Landis Creek Payment shall be due on or before January I of each year. In the event Landis Creek notifies CRFPD that it has acquired personnel and equipment able to respond to a request for aid from CRFPD, Landis Creek shall receive a prorated reimbursement of the Landis Creek Payment for any portion of the contract year remaining upon such notification. 3. The Fire Chief or such other individual as the responding Party may from time to time designate , shall have the authority in the event of serious emergency to determine what level of personnel andi`or equipment shall be sent beyond the jurisdictional limits of the responding Party, provided, however; for so long as Landis Creek has no fire or emergency medical personnel or equipment, CRFPD shall respond to Landis Creek in the same manner and to the same level as it would respond within its own jurisdiction subject to the termination rights outlined in Section 7 below. 3.1. The Parties acknowledge it is the intention of this Agreement that until such time Landis Creek does acquire such personnel or equipment able to respond to a request for aid from CRFPD, CRFPD shall send the level of personnel and equipment necessary to aid Landis Creek in the event Landis Creek request such aid from CRFPD. The Parties further acknowledge it is the intention of this Agreement that at such time Landis Creek does acquire such personnel or equipment able to respond to a request for aid from CRFPD, each Party shall have the sole right to determine when its needs will permit it to respond to a call by the other Party, and it is further agreed by the Parties that if either Party shall refrain from sending any personnel and//or equipment beyond its jurisdiction, that the Party failing to respond shall not be liable for damage to the other Party. 4. The Fire Chief or his/her designee or such other individual as the responding Party may from time to time designate by resolution, shall be in command of all personnel and'or equipment sent by the responding Party. All requests for the use of such personnel and equipment shall be made by the requesting Party through the ranking officer of the responding Party, whenever possible, as all personnel and equipment of a responding Party shall be under the immediate command of the highest ranking officer attached to such responding personnel and equipment. The officer in charge of the responding Party shall, at all times have the power to re -assign or recall to the responding Party any personnel or equipment from an assistance mission if in their reasonable discretion the circumstances necessitate. 5. Each Party shall continue to provide the same salaries, compensation for death or disability, and retirement and furlough payments to their employees who are assigned to render assistance to the other Party in performance of this Agreement as that employee would receive if on -duty within the corporate limits of the Party by which he/she is employed. Until such time Landis Creek does acquire such personnel or equipment able to respond to a request for aid from CRFPD, the cost of repairs and maintenance of equipment used or expended by CRFPD while rendering assistance under this Agreement, as well as the cost of personnel will be the responsibility of CRFPD so long as the Landis Creek Payment is paid and current. 6. When a Party responds with mutual aid, it should be understood that the responsibility of providing andior requesting aid to protect the unprotected area is that of the responding Party. 7. The term of this Agreement shall be year to year and commence on the effective date of this Agreement. This Agreement shall automatically renew on January 1 of each year for an additional one (1) year term unless either Party notifies the other Party on or before October 1 of its intent to terminate this Agreement as of January 1 of the following year. 8. CRFPD expressly understands and agrees that Landis Creek's monetary obligations hereunder shall extend only to monies appropriated for the purposes of this Agreement by the Board of Directors of Landis Creek and shall not constitute a mandatory charge, requirement or liability in any ensuing fiscal year beyond the then -current fiscal year. No provision of this Agreement shall be construed or interpreted as a delegation of governmental powers by Landis Creek, or as creating a multiple -fiscal year direct or indirect debt or other financial obligation whatsoever of Landis Creek or statutory debt limitation, including, without limitation, Article X, Section 20, or Article XI, Sections 1, 2 or 6 of the Constitution of the State of Colorado. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of Landis Creek funds, nor shall any provision of this Agreement restrict the future issuance of bonds or obligations payable from any class or source of Landis Creek funds. 9. Nothing herein shall be construed as a waiver of the rights and privileges of either Party pursuant to the Colorado Governmental Immunity Act, §§ 24-10-101, et. seq., C.R.S.; as amended from time to time. 10. Any notices or other communications required or permitted by this Agreement or by law to be served on, given to or delivered to any Party hereto, by the other Parties shall be in writing and shall be deemed duly served, given or delivered when personally delivered to the Party to whoa_ it is addressed or in Iieu of such personal services, upon receipt in the United States' mail, first-class postage prepaid, addressed as follows: To Landis Creek: Landis Creek Metropolitan District No. 1 clo Miller Rosenbluth, LLC 700 17th Street, Suite 2200 Denver, Colorado 80202 With a copy to: Dianne D. Miller Miller Rosenbluth, LLC 700 17th Street, Suite 2200 Denver, Colorado 80202 TO CRFPD: Carbondale & Rural Fire Protection District 300 Meadowood Drive Carbondale CO 81623 Attn: Fire Chief With a Copy to: Whitsitt & Gross P.C. 320 Main Street Carbondale CO 81623 Attn: Eric J. Gross Either Party may change its address for the purpose of this Paragraph by giving written notice of such change to the other Party in the manner provided in this Paragraph. 11. Landis Creek shall pay the reasonable costs of review of this Agreement by CRFPD attorneys. IN WITNESS WHEREOF, the Parties have duly executed this Agreement to be effective as of the day and year first above written. ATTEST: Doreen erriot ; Secretary/Treasurer ATTEST: By: Its: LANDIS CREEK i ET . PA ITAN DISTRICT: O Mi • ael amba, President CARBONDALE & RURAL FIRE PROTECTION DISTRICT 1 By: Eugene Schilling Its: President of the Board of Directors :4y Common E ,r`r 07!212010 EXHIBIT A Vicinity Map and Legal Description for Phase I of the Spring Valley Ranch PUD Project Location Nidi ity Map I- 'I ,...;i:,.: .� q..iHa� G A ri . SpriitdIIcy Itaut;;l I'.li.l). GAME \..¢ ' SOr:IAT -.. INC. 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E T3 -13.E. 15;=:..7.:Ifis...sit: • ;ince fee::3Io.3 Ine arc of to..rigetto: ts: trts: 7..-1117. 1.--3-,11-3 3 1 cren:r ol 27..Y14". alt:: The cl--ord oe3rs S147 E 3 iiSt31):-4 en:ts of f S• :I'n' .12 1 of 1:3i'e tI3..IrJ3of .S.2tE-.1 feet...3 cen:ro, of 311d 1 e1r:3 SC ':;?,.7 o:ar ce of 121.7:1 fest to a -A co toe hedy oe: o• 3 Pot; s n t ot the Go elc! or :A Re.c.orc sr: pcA:r,, •1.1,9 :i E1or.:k Jacie hi 1 1 crf 7.57. 1 fee.t to 3 po.rit on saic •,,%sst 11.9 on 110 sold .;-.'sst line sir Sestio.--, 0 1 ':ri1'2,5' o distor fee:: tr.; 11-1,9 c.:Art •:-.::rto or ess Cf c.,f..,:it?C! in Sect :out, Ranc.s kle-id -1 noo•-e os : a: 3 loo,n: on tn.:- r•c:rther --i,s,-;11t-of-.....vay of Garfie d Cciarter ' r -1 1 aid•11:e.c-.1:.:1-:3 311.: ?.4 bear:- E EI 4E a c,s-.3ric...e, c:f 10 E el 3".C..,107; fee: t•-,-.! polio7 ,on r 11t -of --..4. the n(071-leoly I :1- en ce ;7:, r :I- Es yc.o4 a non t :o the .it 1-3 cen:t3i 3 gis 2L'=0'14". --mc :he cl-crd W 2. -I- snc• e 7-1 f.:; feet the. a tor-tje,-A cu -,9 to the I- n -131 3r anio :11pe c.1-crd S 2`..-!'",•11;:, dis:once acres rnore o' less - I ',v.-is:Ice he 11 dist:once :4 O.: :hence N fee:. I_RI a roc! .At.o.' $ 1 eot. 13,1.4;,' feet TiC,.IS of 1.07 feet. 3 feet. t::po-ot of -1*o co-tirsd o--9.3 of :he .31;o ye clesc:,-iioeci Three parce s • 3 7:17.;;...,:i7 33j33.s —ore less Fred Jarman From: Bill Gavette [gavette@carbondalefire.org] Sent: Thursday, November 05, 2009 8:08 PM To: Fred Jarman Cc: Kathy A. Eastley Subject: Spring Valley Ranch 1st Filing Fred, We wanted to make you aware that the Fire District has been having discussions with representatives of the Spring Valley Ranch Subdivision regarding providing fire and emergency medical services for the proposed first filing. One scenario the Fire District is considering is to enter into a mutual aid agreement with the Spring Valley Metropolitan District specifically for the first filing. Subsequently the Fire District would consider annexing the first filling which is contiguous with the Fire District's boundary. It is our understanding that the first filing would consist almost entirely of open space land. Has a new phasing plan be submitted to the County for the subdivision? Bill Gavette Deputy Chief Carbondale & Rural Fire Protection District www.carbondalefire.org 970-963-2491 10/4/-22/2 ,14-5 1 March 19, 2009 OEPAR RECEIVED MAR 2 4 2009 Garfield County Building and Planning Department 108 8th St. Suite 401 Glenwood Springs, CO 81601 Dear Planners: GARFIELD COUNTY BUILDING & PLANNING I am writing to inform you that our contract with the Spring Valley Development for fire protection of their P.U.D. is in default due to non-payment. An agreed upon amount was due on January 15, 2009 and to date has not been received. We have been in contact with the owners of the property and are awaiting a revised contract proposal within the next few weeks. This letter is only an advisement notice. If you have any questions concerning this notice, please feel free to contact me directly at 384-6430. Sincerely, Michael E. Piper, Chief Glenwood Springs Fire Department cc: Jeff Hecksel, City Manager Bill Livingston, Board President 101 WEST 8TH STREET GLENWOOD SPRINGS, COLORADO 81601 970-384-6480 FAX 970-945-8506 ARTICLE V DIVISIONS OF LAND 5-501 APPLICATION MATERIALS FOR DIVISIONS OF LAND 4. Declaration and, if needed, bylaws and articles of incorporation for the HOA. 5. Written Narrative Explaining Consistency with Underlying Preliminary Plan and, if applicable, Plan Unit Development Plan C. Approved PUD Plan, Requiring Re -subdivision. The exemption from the definition of subdivision for an approved PUD Plan, without a phasing plan, and requiring re -subdivision is set forth at Section 5-202(E). The process for review is set forth in Section 5-405, Review Process and Criteria for an Approved PUD Plan Requiring Subdivision. The plats for such a PUD are the preliminary map, described at Section 5-502(C)(4), and the Final Plat described at Section 5- 502(C)(5). D. Rural Land Development Exemption. The Rural Land Development Exemption is defined in Section 5-202(D). The review process for Rural Land Development Exemption is set forth in Section 5-404. Application materials are: 1. Application Form and Fees 2. Vicinity Map 4-502(C) 3. Rural Land Development Exemption Plat 4. Open Space 5. Open Space Management Plan 6. Impact Analysis 4-502(E) 7. Land Suitability Analysis 4-502(D) 8. Engineering Reports and Plans a. streets, trails, walkways and bikeways b. mitigation of geologic hazards c. sewage collection, and water supply and distribution system d. soil suitability information e. groundwater drainage f. Erosion and Sediment Control Plan 4-502(C)(4) 9. Improvements Agreement, if required 4-502(1) E. Final Plat. The Final Plat review process is set forth in Section 5-305, Final Plat Review and requires the following materials. A. Application Form and Fee V2. Vicinity Map 4-502(C)(2) V3. Final Plat 4. Final Engineering Reports and Plans a. Streets, trails, walkways and bikeways b. Engineering design and construction features for any bridges, culverts or other drainage structures to be constructed GARFIELD COUNTY UNIFIED LAND USE RESOLUTION OF 2008, AS AMENDED 5-27 ARTICLE V DIVISIONS OF LAND 5-501 APPLICATION MATERIALS FOR DIVISIONS OF LAND c. Mitigation of geologic hazards d. Sewage collection, and water supply and distribution system e. Soil suitability information f. Groundwater drainage g. Erosion and Sediment Control Plan 4-502(C)(4) h. Final cost estimates for public improvements i. The certification listing all mortgages, liens judgments, easements, contracts, and agreements of record regarding the land to be platted and the Board of County Commissioners may require, at its discretion, that the holders of such mortgages, liens, judgments, easements, contracts or agreements shall be required to join in and approve the application for Final Plat approval before such Final Plat is accepted for review. All other exceptions from title shall be delineated. 5. Landscape Plan (Common Area) 4-502(C)(5) 6. Open Space Plan 7. Open Space Management Plan 8. Improvements Agreement, if applicable [include "as-builts" in digital format, 4-502(1) 9. Letter of Intent for service from all of the utility service providers a. Contract for Service, required prior to Final Plat recordation. 10. Final Declarations of Covenants and Restrictions, HOA articles of incorporation and bylaws F. Subdivision. The Subdivision Review process is set forth in Section 5- 301, Subdivision Review Process and requires the following submittal materials and process. 1 Sketch Plan (optional) 2. Preliminary Plan 3. Final Plat G. Preliminary Plan. The Preliminary Plan Review process is set forth in Section 5-303, Preliminary Plan Review and requires the following materials. 1. Application Form and Fees 2. Vicinity Map 4-502(C)(2) 3. Preliminary Plan Map 4. Yield Plan (Conservation Subdivision only) 4. Open Space Plan, preliminary 5. Open Space Management Plan GARFIELD COUNTY UNIFIED LAND USE RESOLUTION OF 2008, AS AMENDED 5-28 LOYAL E. LEAVENWORTH SANDER N. KARP JAMES S. NEtJ KARL J. HANLON SUSAN W. LAATSCH ANNA S. ITENBERG MICHAEL J. SAWYER CASSIA R. FURMAN BETH E. KINNE CASSIE L. COLEMAN LAURA M. WASSMUTH T. Carter Page, P.E. JJ Gamba & Associates, Inc. ' /b P.O. Box 1458 r /,) Glenwood Springs, Colorado 81601 / LEAVENWORTH & KARP, P.C. ATTORNEYS AT LAW 201 14T" STREET, SUITE 200 P. O. DRAWER 2030 GLENWOOD SPRINGS, COLORADO 81602 Telephone: (970) 945-2261 Facsimile: (970) 945-7336 JSN@lklawfinn.com August 4, 2006 Re: Spring Valley Sanitation District/Spring Valley Ranch Dear Carter: DENVER OFFICE:* 700 WASHINGTON ST. STE 702 DENVER, COLORADO 80203 Telephone: (303) 825-3995 *(please direct all correspondence to our Glenwood Springs Office) As you know, we represent the Spring Valley Sanitation District (the "District"). You requested that the District provide a letter regarding the District's provision of wastewater treatment service to property to be developed as Spring Valley Ranch (the "Property"). The District and the former owner of the Property entered into that certain Pre -Inclusion and Wastewater Treatment Plant Development Agreement dated December 15, 1999 and recorded with the Garfield County Clerk and Recorder as Reception No. 587475 (the "PDA"). The PDA sets forth the terms and conditions of the Districts provision of wastewater treatment service to the Property and commits 646 EQR of service to the Property. In addition, the District has approximately 150 EQR of "unallocated" service that may be utilized on the Property on a first come, first serve basis. Therefore, the District has the capacity in its wastewater treatment plant, and can and will serve the Property, subject to the following conditions: 1. A complete set of sewer construction plans are provided to the District for its review and approval prior to construction of any facilities to be dedicated to the District; 2. The approval by the District of all required Line Extension Agreements or Line Connection Agreements as required by the District's Rules and Regulations and/or the PDA; The Applicant complies with all of the terms and conditions of the PDA and the District's Rules and Regulations; and 4. Pursuant to the District's Rules and Regulations and the PDA, the Applicant shall reimburse the District for all costs incurred by the District regarding this project, including, but not limited to legal and engineering my916 kiew I A2006\ClienteS V SM3(5)-S V DI -795 Levers15erve.wpd i LEAVENWORTH & KARP, P.C. Page 2 August 4, 2006 Please feel free to contact me if you have any questions. Very truly yours, LEAVENWORTH & KARP, P.C. J SN: cc: Denise Diers, District Administrator Board of Directors Dean Gordon, P.E. I \2006\Clients\SVSDV(5)-SVDI-785\Letters\.Serve.wpd Fred Jarman A From: John Niewoehner Sent: Monday, November 09, 2009 5:17 PM To: Fred Jarman Subject: Spring Valley Ranch Final Plat - Engineering comments Fred, The following are my comments on the Spring Valley Phase 1 Final Plat: 1. Culvert Design: No drainage report was provided but judging from the drained land areas, the sizes should suffice. A couple problems though .. . • The culvert on the intersection of High Range Pass Rd and CR 115 is a 12" ADS pipe. I believe that R&B requires culverts to be 15" or larger. R&B may also forbid plastic (i.e. ADS) culvert pipe. • According to the road profile sheet, the road profile at the CR115 intersection will be lowered in the future. When the road is lowered there will be only be one foot of cover over the culvert pipe. Gamba & Assoc should demonstrate that the shallow culvert pipe can withstand the heavy construction vehicle loading. (I don't know what will trigger the lowering of the road - -perhaps the paving of CR 115.) 2. SIA: • Page 3, Section 3 (a): This paragraph says that the $266,074 LOC is for improvements and re - vegetation. I think this must be a typo. This amount does not include re -vegetation. Plus the expiration date would also be too short to cover re -vegetation. • Page 7, Re -vegetation: (i) There is no cost estimate for the $4,227 re-veg LOC. Where did this amount come from? (ii) A weed problem was identified on the site. The LOC does not address weed management. (iii) Per the SIA, the re-veg LOC expiration date will be 2 years after the Final Plat approval. Since two growing seasons are needed to achieve adequate re-veg, two years after final plat approval is inadequate. I would recommend that the LOC expiration date be 2.5 years after the completion date. Thus, in this case, the re-veg LOC expiration date should be: final plat approval: 12/30/09 completion date: 12/30/10 reveq LOC expiration: 6/30/13 3. Lot Numbers on Plat Sheets vs. SIA: According to the SIA (Page 23, Item 20), there is a Lot P23 and OSR Parcel E in Phase 1. I didn't find these lots on the plat sheets. I think that's everything. - - John N 1 Spring Valley Holdings, LLC December 29, 2009 Louis and Donnalyne LaGiglia 4002 County Road 115 Glenwood Springs, CO 81601-9020 Dear Donnalyne and Lou: Spring Valley Holdings, LLC (SVH) is in the process of preparing its final plat application for Phase 1 of the Spring Valley Ranch PUD. As you know, one of the conditions of approval for the PUD is that SVH show on the final plat a non-exclusive easement for the conveyance of water from the BR Hopkins Spring located on Spring Valley Ranch PUD property to a point where the water is used on your property. The condition of approval also provides that the easement is not required to follow the historic pipeline corridor. It may 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. SVH intends to show a non-exclusive easement on the final plat for Phase 1 along the historic pipeline alignment on its property, in compliance with this condition of approval. Of course, this easement would be shown only on property owned by SVH and would be limited to the historic right to reasonable use for construction, operation and maintenance of an underground pipeline of sufficient size to convey by gravity your interest in the BR Hopkins Spring. You would be solely responsible to deal with any other affected landowner and the other parties who have rights to the BR Hopkins Spring in the event you determine to construct such a pipeline. In the alternative, if you wish, SVH is willing to work with you and the other parties who have rights to the BR Hopkins Spring to identify an alternative easement alignment and to execute an appropriate easement document. However, it would be your responsibility to obtain the consent to such an arrangement from all the other parties who have a right to the BR Hopkins Spring. I have attached for your information a drawing that shows the non-exclusive easement along the historic pipeline corridor that SVH intends to show on the final plat, unless an alternative arrangement is finalized. have also attached a proposed alternative easement location, and an easement grant that SVH is willing to execute, if you would prefer this alternative location and if you obtain the consent of all the other parties who have a right to the BR Hopkins Spring. 600 Montgomery Street, 40th Floor San Francisco, CA 94111 Louis and Donnalyne LaGiglia December 29, 2009 Page 2 of 2 Please be advised that if you desire to agree to the alternative alignment shown on the attached documents with the consent of all the other parties who have a right to the BR Hopkins Spring, you must respond to this letter in writing, which response must be received by me at the above address by 5:00 p.m. PST on January 16, 2010. If you so respond, we will work with you and the County to give you reasonable time to obtain the consent of all the other parties who have a right to the BR Hopkins Spring. If I do not receive a response from you by the time indicated, we will proceed to show the non-exclusive easement along the historic pipeline easement, as shown on the attached drawing. Please contact me at 415-658-2888 if you have any questions or would like to discuss this proposal. Sincerely, Daniel Goldberg For Spring Valley Holdings, LLC 600 Montgomery Street, 40th Floor San Francisco, CA 94111 11 Lagiglia Property 0 0 0 00 Proposed Waterline Easement (1440.72') Lagiglia Residence 20.00' Proposed Waterline Easement (214.139') P1 400 20.00' Spring Box Location UT OSP PARCEL -B ,00 GRAPHIC SCALE IN FEET 1 IN. = .0 FEET 800 COMMON BOUNDARY OF P1 & OSP PARCEL -A Historic Waterline Easement to the Lagiglia Property SCALE 1" = 600' DATE: December 29, 2009 DRAWN BY: BK SHEET: I of I PROJECT: 01214.10F CHKD BY: MIG DRAWING: Proposed Iop1011a WL easenM OK 20091229.dwg DIRECTORY: M:\01269\10110F - Rauch Mouse Waist Supply\ GAMBA 1110 C11T11 OSP PARCEL -A Spring Valley Ranch P.U.D. . GAMBA & ASSOCIATES, INC. CONSULTING ENGINEERS & LAND SURVEYORS 970194E-7550 WWW.GAMfAENGINEERING.COM 111 411141H 1T.. 101. 114 4.o. wOY list OL111W000 841.111411, CO 41601 NON-EXCLUSIVE PRIVATE UNDERGROUND WATERLINE EASEMENT A private non-exclusive easement for the construction, operation, maintenance, repair and replacement of an underground water line for the transportation of a 25% interest (12.5 g.p.m.) in and to the BR Hopkins Spring water right as decreed on March 20, 1975 in Case No. W-2395 in the Water Court in and for Water Division No. 5 for 0.11 c.f.s. (50 g.p.m.), for delivery of water for domestic, pond, stock watering and irrigation purposes on, and for the benefit of, that certain property described in the deed recorded in Book 783 at Page 680, Reception No. 414649, and for no other purpose or property. This grant of easement is without covenant of title and is subject and subordinate to a reservation of the prior and continuing right of the owner of the property subject to this non- exclusive easement to all other uses of the easement, all of which may be done at any time without liability to any other party for compensation or damages, so long as the owner of the property subject to this non-exclusive easement does not unreasonably interfere with the exercise of the easement in accordance herewith. This non-exclusive easement is subject and subordinate to all existing leases, licenses, permits, claims of title, encumbrances or other interests and as may in the future be renewed or extended being 10 feet on each side of the following described centerline: 1. Beginning at a point whence the West Quarter Corner of Section 28, Township 6 south, Range 88 west, of the 6th Principal Meridian bears S 11°33'50" W a distance of 1178.97 feet; thence N 72°14'11" W a distance of 41.29 feet; thence N85°58'03" W a distance of 173.60 feet to a point on the East property boundary of land described in the Garfield County Clerk and Recorders office at Book 1093 Page 352; whence the NW Corner of Section 28, Township 6 south, Range 88 west of the 6th Principal Meridian bears N 01°09'28" E a distance of 1404.19 feet. 2. Beginning at a point whence the NE Corner of Section 29, Township 6 south, Range 88 west of the 6th Principal Meridian bears N 30°54'51" E a distance of 1096.84 feet; said point also being on the West property boundary of land described in the office of the Garfield County Clerk and Recorders office at Book 1041 Page 795; thence N 65°17'33" W a distance of 363.77 feet; thence N 64°48'20" W a distance of 575.23 feet; thence N 68°19'1 1" W a distance of 201.51 feet; thence N 63°28'49" W a distance of 124.54 feet; thence N 75°35'05" W a distance of 51.06 feet; thence N 36°01'18" W a distance of 59.59 feet; thence N 53°58'47" W a distance of 42.97 feet; thence N 83°46'42" W a distance of 22.05 feet to a point on the East property boundary of land described in the Garfield County Clerk and Recorders office at Book 1466 Page 480; whence the North Quarter Corner of said Section 29 bears N 40°35'1 1" W a distance of 686.55 feet. Lagiglia Property 0 00 Lagiglia Residence 20.00' 400 P1 400 GRAPHIC SCALE IN FEET 1 INCH. IW FEET Proposed Waterline Easement (2127.58') COMMON BOUNDARY OF P1 & OSP PARCEL -A coo Propos-d Waterline Easem-nt (253.161 20.00' Spring Box Location OSP PARCEL -B PARCEL Alternate Waterline Easement to the Lagiglia Property SCALE: 1' = 400' DATE: Dolombcr 29, 2009 DRAWN BY; BK SHEET: 1 of I PROJECT: 01269-10f 0 K BY: MIG DRAWING: Propa.d 1ogIRnm WLeasemenl BK 20041221.4.0 DIRECTORY: HA01244\1 lOF - Rand Hous. Woks Supply\ GAMBA d 80OCIAT%3 OSP PARCEL -A Spring Valley Ranch P.U.D. GAMBA & ASSOCIATES, INC. CONSULTING ENGINEERS & LANO SURVEYORS 970/945.2550 WWW.OAMSAENGINEERING.COM 1I a WWI,. ST_ rra. 1 It P.O. 1.0% 14ILO ...I WO., 31,1.411 •, CO al *Oa NON-EXCLUSIVE PRIVATE UNDERGROUND WATERLINE EASEMENT A private non-exclusive easement for the construction, operation, maintenance, repair and replacement of an underground water line for the transportation of a 25% interest (12.5 g.p.m.) in and to the BR Hopkins Spring water right as decreed on March 20, 1975 in Case No. W-2395 in the Water Court in and for Water Division No. 5 for 0.11 c.f.s. (50 g.p.m.), for delivery of water for domestic, pond, stock watering and irrigation purposes on, and for the benefit of, that certain property described in the deed recorded in Book 783 at Page 680, Reception No. 414649, and for no other purpose or property, and subject to the terms and conditions of that certain Easement Grant recorded as Reception No. in the records of Garfield County, Colorado, said easement being 10 feet on each side of the following described centerline: 1. Beginning at a point whence the West Quarter Corner of Section 28, Township 6 south, Range 88 west, of the 6th Principal Meridian bears S 11°33'50" W a distance of 1178.97 feet; thence N 47°30'34" W a distance of 253.16 feet to a point on the southerly right-of-way of Garfield County Road 115 whence the NW Corner of Section 28, Township 6 south, Range 88 west of the 6th Principal Meridian bears N 00°07'00" E a distance of 1257.71 feet. 2. Beginning at a point on the southerly right-of-way of Garfield County Road 115 whence the NE Corner of Section 29, Township 6 south, Range 88 west of the 6th Principal Meridian bears N 30°54'51" E a distance of 1096.84 feet; thence S 82°52'22" W a distance of 320.09 feet; thence S 66°13'38" W a distance of 866.35 feet; thence N 68°02'37" W a distance of 489.20 feet; thence N 01°30'59" W a distance of 451.94 feet to a point on the South property boundary of land described in the Garfield County Clerk and Recorders office at Book 1466 Page 480; whence the North Quarter Corner of said Section 29 bears N 31°43'11" W a distance of 895.75 feet.