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HomeMy WebLinkAbout02.05 Binder 1 - Section 6• SUBDIVISION IMPROVEMENTS AGREEMENT PHASE I SPRING VALLEY RANCH SUBDIVISION LOCATED WITHIN THE SPRING VALLEY RANCH P.U.D. THIS SUBDIVISION IMPROVEMENTS AGREEMENT ("Agreement") is made and entered into this day of , 2007, by and between SPRING VALLEY HOLDINGS, LLC, a Delaware Limited Liability Company ("Owner") and the BOARD OF COUNTY COMMISSIONERS OF GARFIELD COUNTY, COLORADO, acting for the County of Garfield, State of Colorado, as a body politic and corporate, directly or through its authorized representatives and agents ("BOCC"). WHEREAS, Owner is the owner and developer of the Spring Valley Ranch P.U.D., a portion of which property is depicted on the Phase I Final Plat of the Spring Valley Ranch Subdivision ("Final Plat"); and WHEREAS, on November 7, 2005, the BOCC, by Resolution No. 2005-83, Recorded in Book 1743 at Page 888, Reception No. 686066, approved a planned unit development re -zoning application for Spring Valley Ranch P.U.D. ("P.U.D. Approval"); and WHEREAS, on November 7, 2005, the BOCC, by Resolution No. 2005-84, Recorded in Book 1743 at Page 894, Reception No. 686067, approved a preliminary plan for the Subdivision which, among other things, would create 577 dwelling units and golf course, open space/common area and utility parcels ("Preliminary Plan Approval"); and WHEREAS, as a condition of approval of the Final Plat, submitted to the BOCC for approval as required by the laws of the State of Colorado, Owner wishes to enter into this Agreement with the BOCC; and WHEREAS, Owner has agreed to execute and deliver a specific form of collateral to the BOCC to secure and guarantee Owner's performance under this Agreement and has agreed to certain restrictions and conditions regarding the sale of properties and issuance of building permits and certificates of occupancy, all as more fully set forth below. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. FINAL PLAT APPROVAL. The BOCC hereby accepts and approves the Final Plat, on the date set forth above, subject to the terms and conditions of this Agreement, the Preliminary Plan Approval, the P.U.D. Approval, and the requirements of the Garfield County zoning and subdivision regulations and any other governmental or quasi - governmental regulations applicable to the Subdivision ("Final Plat Approval"). This approval authorizes construction and development within Phase I of the Subdivision, as approved by the P.U.D. Approval and Preliminary Plan Approval. Development within future phases shall require subsequent approval by the BOCC of subdivision final plats and associated subdivision improvements agreements and other documents required for approval by the BOCC of future phases. Recording of the Final Plat shall be in accordance with this Agreement and at the time prescribed herein. 2. OWNER'S PERFORMANCE. Owner shall cause to be constructed and installed those subdivision improvements, identified in subparagraph a. below ("Improvements"), at its own expense, including payment of fees required by the County and/or other govemmental and quasi -governmental entities with jurisdiction. Any one or more and all on-site and off-site Improvements shall be completed on or before the end of the second full year following execution of this Agreement, i.e., December 31, 2009 ("Completion Date"), in compliance with the following: a. Plans marked "Approved for Construction" for all on-site Improvements and off-site Improvements listed in Exhibit A, prepared by Gamba and Associates and submitted to the BOCC on or about ; the estimate of cost of completion, certified by and bearing the stamp of Owner's professional engineer licensed in the State of Colorado ("Owner's Engineer"), attached to and made a part of this Agreement by reference as Exhibit B; and all other documentation required to be submitted along with the Final Plat under pertinent sections of the Garfield County subdivision and zoning regulations ("Final Plat Documents"). b. All requirements of the Preliminary Plan Approval. c. All Zone District Regulations and other requirements approved by the BOCC in the P.U.D. Approval; d. All laws, regulations, orders, resolutions and requirements of the State of Colorado, Garfield County, and all special districts and any other governmental or quasi -governmental authority(ies) with jurisdiction; and e. The provisions of this Agreement. The BOCC agrees that if all Improvements are installed in accordance with paragraphs 2.a. through 2.e., above; the record drawings to be submitted upon completion of the Improvements as detailed in paragraph 3.c., below; and all other requirements of this Agreement, then the Owner shall be deemed to have satisfied all terms and conditions of this Subdivision Improvements Agreement, the Final Plat Approval, the P.U.D. Approval, the Preliminary Plan Approval and the Garfield County zoning and subdivision regulations, with respect to the installation of Improvements. 2 3. SECURITY FOR IMPROVEMENTS. a. Letter of Credit. As security for Owner's obligation to complete the Improvements, Owner shall deliver to the BOCC, on or before the date of recording of the Final Plat with the Garfield County Clerk and Recorder, one or more Letters of Credit in the form attached as Exhibit C ("LOCs"), or such other form of security as may be deemed acceptable to the BOCC as provided in paragraph 3.g., below. The LOC(s) shall be in the amount of $ full estimate , representing the full estimated cost of completing the Improvements, including a sufficient contingency to cover cost changes, unforeseen costs and other variables (not less than 10% of the estimated costs and as approved by the BOCC), as set forth and certified by Owner's Engineer on Exhibit B, to guarantee completion of the Improvements. b. Revegetation Security. $ of the face amount of the LOC shall be allocated to revegetation of disturbed areas within the Subdivision ("Revegetation LOC"). The Revegetation LOC shall be valid for a minimum of two (2) years following recording of the Final Plat. i. Upon establishment of vegetation, the Owner shall request review of the revegetation work by the Garfield County Vegetation Management Department, by telephone or in writing. Such review shall be for the purpose of verification of success of revegetation and reclamation in accordance with the Garfield County Weed Management Plan 2000, adopted by Resolution No. 2002-94 and recorded in the Office of the Garfield County Clerk and Recorder as Reception No. 580572, at Book 1251, Page 566, as amended, and the Revegetation/Reclamation Plan for the Subdivision submitted as part of the Final Plat Documents. ii. Following receipt of written approval of the Garfield County Vegetation Management Department, the Owner may submit to the BOCC, through the Building and Planning Department, a written request for release of the Revegetation LOC, along with certification of completion by the Owner, or Owner's agent with knowledge, and a copy of the written approval of the Vegetation Management Department. iii. If the Vegetation Management Department refuses approval and provides written notice of deficiency(ies), the Owner shall cure such deficiencies by further revegetation efforts, approved by the Vegetation Management Department, as such may be instituted within the two years following recording of the Final Plat. • iv. If revegetation efforts are deemed unsuccessful within the two year period of time, in the sole discretion of the BOCC upon the recommendation of the Vegetation Management Department, or if the BOCC determines that the Owner will not or cannot complete revegetation, the BOCC may withdraw and employ from the Revegetation LOC such funds as may be necessary to carry out the revegetation work, up to the amount of Revegetation LOC. v. In lieu of or in addition to drawing on the Revegetation LOC, the BOCC may bring an action for injunctive relief or damages for the Owner's failure to adhere to the provisions of this Agreement related to revegetation. The BOCC shall provide the Owner a reasonable time to cure any identified deficiency prior to requesting payment from the Revegetation LOC or filing a civil action. vi. It is specifically understood that the Revegetation LOC is not subject to successive partial releases, as authorized in paragraph 3.c. below. Further, the Revegetation LOC, and the BOCC's associated right to withdraw funds and bring a court action, may survive final release of the LOC(s) and/or termination of this Agreement. c. LOC Requirements. The LOC(s) required by this Agreement shall be issued by a state or national banking institution acceptable to the BOCC. If the institution issuing the LOC(s) is not licensed in the State of Colorado and transacting business within the State of Colorado, the LOC(s) shall be "confirmed" within the meaning of the Uniform Commercial Code, Letters of Credit, §4-5-101 et seq., C.R.S., as amended, by a bank that is licensed to do business in the State of Colorado, doing business in Colorado, and acceptable to the BOCC. The LOC(s) shall state that presentation of drafts drawn under the LOC(s) shall be at an office of the issuer or confirmer located in the State of Colorado. The LOC(s) shall be valid for a minimum of six (6) months beyond the Completion Date and, as to the Revegetation LOC, a minimum of two (2) years following recording of the Final Plat. If the time for completion of Improvements, including revegetation, is extended by a written amendment to this Agreement, the time period for the validity of the LOC(s) shall be similarly extended by the Owner. For each six (6) month extension, the face amount of the LOC(s), including the Revegetation LOC, at the sole option of the BOCC, shall be subject to recertification of cost of completion by Owner's Engineer and review by the BOCC for a possible increase in the face amount of the LOC, in order to assure sufficiency of the amount of security to allow possible completion of the Improvements by the BOCC under terms of this Agreement. Additionally, should the LOC(s) become void or unenforceable for any reason, including bankruptcy of the Owner or the financial institution issuing or 4 confirming the LOC, prior to the BOCC's approval of Owner's Engineer's certification of completion of the Improvements, this Agreement shall become void and of no force and effect and the Final Plat shall be vacated pursuant to the terms of this Agreement. d. Partial Releases of Security. Owner shall request partial release(s) of the LOC(s) by means of submission to the Building and Planning Department of a "Written Request for Partial Release of LOC," in the form attached as Exhibit D, accompanied by the Owner's Engineer's Certificate of Partial Completion of Improvements, stamped by Owner's Engineer. The Owner's Engineer's seal shall certify that the Improvements have been constructed in accordance with the requirements of this Agreement, including all Final Plat Documents and the Preliminary Plan Approval. Owner may also request release for a portion of the security upon proof that: i) Owner has a valid contract with a public utility company regulated by the Colorado Public Utilities Commission obligating such company to install certain utility lines; and ii) Owner has paid to the utility company the cost of installation as required by the contract. The BOCC shall authorize successive releases of portions of the face amount of the LOC(s) as portions of the Improvements, other than revegetation, required hereunder are certified as complete to the BOCC by the Owner's Engineer and said certification is approved by the BOCC. e. BOCC's Investigation. Notwithstanding the foregoing, upon submission of the Owner's Written Request for Partial Release of LOC, along with Owner's Engineer's Certificate of Partial Completion of Improvements, the BOCC may review the certification and may inspect and review the Improvements certified as complete to determine whether or not said Improvements have been constructed in compliance with relevant specifications, as follows: i. If no letter of potential deficiency is furnished to Owner by the BOCC within fifteen (15) days of submission of Owner's Written Request for Partial Release of LOC accompanied by Owner's Engineer's Certificate of Partial Completion of Improvements, all Improvements certified as complete shall be deemed complete by the BOCC, and the BOCC shall authorize release of the appropriate amount of security. ii. If the BOCC chooses to inspect and determines that all or a portion of the Improvements certified as complete are not in compliance with the relevant specifications, the BOCC shall deliver a letter of potential deficiency to the Owner, within fifteen (15) days of submission of Owner's Written Request for Partial Release of LOC accompanied by Owner's Engineer's Certificate of Completion of Improvements. • iii. If the BOCC delivers a letter of potential deficiency identifying a portion of the certified Improvements as potentially deficient, then all Improvements not identified as potentially deficient shall be deemed complete, and the BOCC shall authorize release of the amount of security related to the certified Improvements that are not identified as potentially deficient. iv. With respect to Improvements identified as potentially deficient in a letter of potential deficiency, the BOCC shall have thirty (30) days from the date of the letter to complete the initial investigation, begun under subparagraph 3.e.ii., above, and provide written confirmation of the deficiency(ies) to the Owner. v. If the BOCC finds that the Improvements are complete, in compliance with the relevant specifications, then the BOCC shall authorize the appropriate amount of security for release within ten (10) days after completion of such investigation. f. BOCC Completion of Improvements. If the BOCC finds, within the thirty (30) day period of time defined in subparagraph 3.e.iv. above, that the Improvements are not complete, or if the BOCC determines that the Owner will not or cannot construct any or all of the Improvements, whether or not Owner has submitted a written request for release of LOC, the BOCC may withdraw and employ from the LOC(s) such funds as may be necessary to construct the Improvements in accordance with the specifications, up to the face amount, or remaining face amount, of the LOC(s). In such event, the BOCC shall make a written finding regarding Owner's failure to comply with this Agreement prior to requesting payment from the LOC(s). In lieu of or in addition to drawing on the LOC(s), the BOCC may bring an action for injunctive relief or damages for the Owner's failure to adhere to the provisions of this Agreement. The BOCC shall provide the Owner a reasonable time to cure any identified deficiency(ies) prior to requesting payment from the LOC(s) or filing a civil action. g. Final Release of Security. i. Upon completion of all Improvements, Owner shall submit to the BOCC, through the Building and Planning Department: 1) record drawings bearing the stamp of Owner's Engineer certifying that all on- site and off-site Improvements have been constructed in accordance with the requirements of this Agreement, including all Final Plat Documents and the Preliminary Plan Approval, in hard copy and a digital format acceptable to the BOCC; 2) copies of instruments conveying real property and other interests which Owner is obligated 6 to convey to the Homeowners' Association of the Subdivision or any statutory special district or other entity by the terms of this Agreement, unless escrowed in accordance with paragraph _ below; and 3) a Written Request for Final Release of LOC, in the form attached as Exhibit E, along with Owner's Engineer's Certificate of Final Completion of Improvements. ii. The BOCC shall authorize a final release of the LOC(s) after the Improvements are certified as final to the BOCC by the Owner's Engineer and said final certification is approved by the BOCC. If the BOCC finds that the Improvements are complete, in accordance with the relevant specifications, the BOCC shall authorize release of the final amount of security within ten (10) days following submission of the Owner's Written Request for Final Release of LOC accompanied by the other documents required by this paragraph 3.g. iii. Notwithstanding the foregoing, upon Owner's Written Request for Final Release of LOC accompanied by Owner's Engineer's Certificate of Final Completion of Improvements, the BOCC may inspect and review the Improvements certified as complete. If the BOCC does so review and inspect, the process contained in paragraph 3.e. above shall be followed. iv. If the BOCC finds that the Improvements are complete, in accordance with the relevant specifications, the BOCC shall authorize release of the final amount of security within ten (10) days after completion of such investigation. If necessary, the BOCC may complete remaining Improvements in accordance with process outlined in Paragraph 3.f. above. h. Substitution of Letter of Credit. The BOCC, at its sole opinion, may permit the Owner to substitute collateral other than a LOC, in a form acceptable to the BOCC, for the purpose of securing the completion of the Improvements. i. Recording of Final Plat. The Final Plat shall not be recorded until the security described in this paragraph 3 has been received and approved by the BOCC. 4. IMPROVEMENTS TO COUNTY ROAD 114. Conditions 5.0 and 5.01-09 of BOCC Resolution 2005-84 relate to the coordination of improvements to County Road 114 with the potential re -alignment of such road by the Lake Springs Ranch Subdivision. Pursuant to such conditions, and notwithstanding the provision of Paragraph 2 hereof concerning the time for completion of the Improvements, the improvements to County Road 114 specified in Exhibit A need not be commenced until two years after the date of • this Agreement, or the approval of the application by the Lake Springs Ranch developers to realign County Road 114, whichever occurs first. In the event the end of said two year period falls between October 1 — March 31, Owner may commence construction as soon as practicable when weather conditions permit. 5. DUST CONTROL. During construction of the Improvements, Owner shall be responsible for all dust mitigation caused by the construction activities on on-site and off- site roads. 6. RAPTOR SURVEY. Prior to initiation of construction of the Improvements, Owner shall retain a qualified biologist to conduct a raptor nesting survey. If an active raptor nest is found during the survey, heavy outdoor construction (e.g. earth moving), will be prohibited within a radius of either 300 feet (if in a conifer) or 400 feet (if in an aspen or cottonwood) until the young have fledged or the nest naturally fails. A typical fledgling date for the area is July 1. 7. WATER SUPPLY AND WASTEWATER COLLECTION. Prior to issuance of any certificates of occupancy by the BOCC for any residences or other habitable structures located and constructed within the Subdivision, Owner shall install and connect a water distribution system for potable water, fire protection and a wastewater/sewer collection system in accordance with approved plans and specifications. All easements and rights-of-way necessary for installation, operation, service and maintenance of such water supply and distribution system and wastewater collection system shall be as shown on the Final Plat. Conveyance of the system(s), including real and personal property interests, from the Owner to the Landis Creek Metropolitan District and the Spring Valley Sanitation District shall be in accordance with Paragraph , below. If a third party water or sewer entity requires warranty of the system(s), Owner shall provide proof to the BOCC that such warranty is in effect. 8. PRIVATE ROADS AND ACCESS FOR EMERGENCY SERVICE PROVIDERS. All roads within the Subdivision shall be set apart and conveyed to the Landis Creek Metropolitan District No. 1, subject to public easements for ingress and egress by emergency service providers. The Landis Creek Metropolitan District No. 1 shall be solely responsible for the maintenance, repair and upkeep of said roads, including the traveled surface of the roadways and areas outside of the traveled surface. The BOCC shall not be obligated to maintain road rights-of-way within the Subdivision. Existence of roads shall be noted on the Final Plat, and deeds of conveyance to the Landis Creek Metropolitan District No. 1 shall be recorded at the time of Final Plat Approval or shall be held in escrow under terms of paragraph _, below. 9. PUBLIC UTILITY RIGHTS-OF-WAY. Whether or not utility easements exist elsewhere in the Subdivision, all road rights-of-way within the Subdivision, whether public or private, shall contain rights-of-way for installation and maintenance of utilities. Public utility easements shall be dedicated by the Owner and accepted by the BOCC, on behalf of the public, on the face of the Final Plat and shall be identified in deeds 8 conveying private roads to the HOA. The Homeowners' Association of the Subdivision shall be solely responsible for the maintenance, repair and upkeep of said public utility easements, unless otherwise agreed to with the public utility company(ies). The BOCC shall not be obligated for the maintenance, repair and upkeep of any utility easements within the Subdivision. In the event a utility company, whether publicly or privately owned, requires separate conveyance by deed or otherwise, Owner shall also convey utility easements by separate document. 10. OFF SITE IMPROVEMENTS. The Subdivision is located in Garfield County Traffic Study Area No. . But for the provisions of this paragraph, the Owner would be obligated to pay Road Impact Fees in accordance with the Garfield County subdivision regulations. The BOCC, however, hereby waives payment of all Road Impact Fees for the Subdivision upon the condition that Owner, in connection with construction of the Improvements required by this Agreement and no later than the date set forth in paragraph 2, above, shall undertake those improvements specified in Exhibit A. Pursuant to Condition 5.09 of County Resolution 2005-84, the Phase 1 improvements to CR 114 need not be commenced until 2 years after the date of this agreement, or the approval of the application by the Lake Springs Ranch developers to realign CR 114, whichever occurs first. In the event the end of said 2 -year period falls between October 1 - March 31, the Owner may commence construction as soon as practicable when weather conditions permit. Except for Phase 1 Improvements to County Road 114, prior to issuance of any certificates of occupancy by the BOCC for any residences or other habitable structures located and constructed within the Subdivision, Owner shall install, consistent with the construction plans identified in paragraph 2.a. above, and all other terms of this Agreement, the off-site Improvements identified in Exhibit A. Security for completion of off-site Improvements is included in the letter(s) of Credit identified in paragraph 3 above. Said off-site Improvements include improvements to County Roads, identified as County Road 114 on the official County Road Map incorporated in BOCC Resolution No. 2003-113, as amended, the "Garfield County Road and Right -of -Way Use Regulations." Owner shall obtain a permit from the Road and Bridge Department allowing work in the C.R. right-of-way ("Permit") in accordance with the approved plans for construction of said Improvements. 11. CONVEYANCE OF OPEN SPACE, TRAILS AND ROAD RIGHTS-OF- WAY/WATER SUPPLY SYSTEM/WASTEWATER COLLECTION SYSTEM. In addition to all dedications contained within the Final Plat, all common areas and trails for the Spring Valley Ranch P.U.D., and those utility easements appurtenant to the Water Supply System, Wastewater Collection System(s), and Private Roads as are necessary for Phase 1 shall be conveyed by deed at the time of Final Plat Approval and shall be recorded following recordation of the Final Plat. If such deeds cannot be recorded with the Clerk and Recorder at the same time as the Final Plat and this Agreement are filed, Owner shall execute and deliver such deeds into escrow with Land Title Guarantee Company, Glenwood Springs, Colorado, pursuant to the terms and conditions of the standard escrow agreement for Land Title. Owner shall deliver to the BOCC a copy of the fully executed Escrow Agreement within a reasonable time following mutual • execution of this Agreement, but need not record such instrument. The Escrow Agreement shall provide: Land Title shall hold such deeds until the earlier of: a) receipt of a written notice signed only by Owner notifying Land Title that the work required of the Owner in this Agreement has been completed and approved as complete by the BOCC; or b) receipt of a written notice signed only by the BOCC stating that Owner has failed to comply with the terms and conditions of this Agreement; or c) the Completion Date specified in paragraph 2, above, or as extended in accordance with paragraph of this Agreement; and ii. Upon the first to occur of the foregoing events, Land Title shall cause such deeds to be recorded in the records of the Garfield County Clerk and Recorder. 12. INDEMNITY. The Owner shall indemnify and hold the BOCC harmless and defend the BOCC from all claims which may arise as a result of the Owner's installation of the Improvements and any other agreement or obligation of Owner related to development of the Subdivision required pursuant to this Agreement. The Owner, however, does not indemnify the BOCC for claims made asserting that the standards imposed by the BOCC are improper or the cause of the injury asserted, or from claims which may arise from the negligent acts or omissions of the BOCC or its employees. The BOCC shall be required to notify the Owner of the BOCC's receipt of a notice of claim or a notice of intent to sue, and the BOCC shall afford the Owner the option of defending any such claim or action. Failure to notify and provide such written option to the Owner shall extinguish the BOCC's rights under this paragraph. Nothing in this paragraph shall be construed to constitute a waiver of the Sovereign Immunity granted to the BOCC by Colorado statutes and case law. 13. FEES IN LIEU OF DEDICATION OF SCHOOL LAND. The Owner shall make a cash payment in lieu of dedicating land to the Roaring Fork School District, calculated in accordance with the Garfield County subdivision regulations and the requirements of state law. The cash in lieu payment is equal to the unimproved per acre market value of the land multiplied by the land dedication standard, multiplied by the number of units in the Subdivision. The Owner and the BOCC acknowledge and agree that the cash in lieu payment for the Subdivision is calculated as follows: Unimproved per acre market value of land, based upon an appraisal submitted to the BOCC by Owner as required in the Garfield County subdivision regulations: $7,400; and Land dedication standard provided in the Garfield County subdivision regulations: 50 single-family dwelling units x 10 0.02 acres plus 0 multi family dwelling units x 0.015 acres • equals 1.0 acres; and • • Total amount of cash in lieu payment: $7,400 x 1.0 = $7,400. The Owner, therefore, shall pay to the Garfield County Treasurer, at or prior to the time of recording of the Final Plat, Seven Thousand Four Hundred Dollars ($7,400) as a payment in lieu of dedication of land to the Roaring Fork School District. Said fee shall be transferred by the BOCC to the school district in accordance with the provisions of §30-28-133, C.R.S., as amended, and the Garfield County subdivision regulations. The Owner agrees that it is obligated to pay the above -stated fee, accepts such obligation, and waives any claim that Owner is not required to pay the cash in lieu of land dedication fee. The Owner agrees that Owner will not claim, nor is Owner entitled to claim, subsequent to recording of the Final Plat, a reimbursement of the fee in lieu of land dedication to the Roaring Fork School District. 14. SALE OF LOTS. No lots, tracts, or parcels within the Subdivision may be separately conveyed prior to recording of the Final Plat in the records of the Garfield County Clerk and Recorder. 15. BUILDING PERMITS AND CERTIFICATES OF OCCUPANCY. As one remedy for breach of this Agreement, the BOCC may withhold issuance of building permits for any residence or other habitable structure requiring a permit to be constructed within the Subdivision. Further, no building permit shall be issued unless the Owner demonstrates to the satisfaction of the Glenwood Springs Rural Fire Protection District ("District") that there is adequate water available to the construction site for the District's purposes and all applicable District fees have been paid to the District. Further, the parties agree that no certificates of occupancy shall issue for any buildings or structures, including residences, within the Subdivision until all on-site and off-site Improvements have been completed and are operational as required by this Agreement. Owner shall provide the purchaser of a lot, prior to conveyance of the lot, a signed copy of a form in substantially the same form as attached as Exhibit F, concerning the restrictions upon issuance of building permits and certificates of occupancy detailed in this Agreement, Final Plat Approval and Preliminary Plan Approval. 16. ENFORCEMENT. In addition to any rights which may be provided by Colorado statute, the withholding of building permits and certificates of occupancy provided for in paragraph 11 above and the provisions for release of security, detailed in paragraph 3 above, it is mutually agreed by the BOCC and the Owner that the BOCC, without making an election of remedies, or any purchaser of any lot within the Subdivision, shall have the authority to bring an action in the Garfield County District Court to compel enforcement of this Agreement. Nothing in this Agreement, however, shall be interpreted to require the BOCC to bring an action for enforcement or to 11 withhold permits or certificates or to withdraw and use security. Nor shall this paragraph or any other provision of this Agreement be interpreted to permit the purchaser of a lot to file an action against the BOCC. 17. CONSENT TO VACATE PLAT. In the event the Owner fails to comply with the terms of this Agreement, the BOCC shall have the ability to vacate the Final Plat as it pertains to any lots for which building permits have not been issued. As to lots for which building permits have been issued, the plat shall not be vacated and shall remain valid. In such event, the Owner shall provide the BOCC a survey, legal description and a plat showing the location of any portion of the Final Plat so vacated and shall record the plat in the Office of the Garfield County Clerk and Recorder. If such plat is not recorded by the Owner, the BOCC may vacate the plat, or portions thereof, by Resolution. It is specifically agreed that this paragraph 13 applies to the Subdivision as a multi -phased project and, therefore, in the event the BOCC vacates the Final Plat as to the Subdivision, subject of this Agreement, the BOCC may also withhold approval of a final plat for a future phase if on-site or off-site Improvements covered by this Agreement are not completely installed and operable. 18. NOTICE BY RECORDATION. This Agreement shall be recorded in the Office of the Garfield County Clerk and Recorder and shall be a covenant running with title to all lots, tracts, and parcels within the Subdivision. Such recording shall constitute notice to prospective purchasers or other interested parties as to the terms and provisions thereof. 19. SUCCESSORS AND ASSIGNS. The obligations and rights contained herein shall be binding upon and inure to the benefit of the successors and assigns of the Owner and the BOCC. 20. IDENTIFICATION OF CONTRACT ADMINISTRATORS AND NOTICE PROVISIONS. All notices required or permitted by this Agreement shall be in writing and shall be deemed effective when received by the recipient party via personal or messenger service delivery, facsimile transmission or United States certified mail (postage prepaid, return receipt requested), in all cases addressed to the person for whom it is intended at the address or facsimile number set forth below: Owner: 12 • w/copy to representative: BOCC: Board of County Commissioners of Garfield County, Colorado c/o Planning Director 108 Eighth Street, Room 201 Glenwood Springs, CO 81601 Phone: (970) 945-8212 Fax: (970) 384-3470 The Representatives of the Owner and the BOCC, identified above, are the authorized representatives of the parties for purposes of contact administration and notice under this Agreement. • 21. AMENDMENT. This Agreement may be modified from time to time, but only in writing signed by the parties hereto, as their interests then appear. The parties, however, may change the identification of notice recipients and contract administrators and the contact information, provided in paragraph 16 above, in accordance with the notice provisions and without formal amendment of this Agreement. • 22. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the same instrument. 23. VENUE AND JURISDICTION. Venue and jurisdiction for any cause arising out of or related to this Agreement shall lie with the District Court of Garfield County, Colorado, and this Agreement shall be construed according to the laws of the State of Colorado. IN WITNESS WHEREOF, the parties have signed this Agreement to be effective upon the date of Final Plat Approval for the Subdivision. BOARD OF COUNTY COMMISSIONERS GARFIELD COUNTY, COLORADO 13 ATTEST: Clerk to the Board By: Chairman Date: SPRING VALLEY HOLDINGS, LLC a Delaware Limited Liability Company By: (Name and Title) Date: Owner 14 • • • STATE OF COLORADO COUNTY OF Garfield County ) ) ss Subscribed and sworn to before me by an authorized representative of , Owner of the Subdivision, this day of , 200_. WITNESS my hand and official seal. My commission expires: Notary Public STATE OF COLORADO ) ss COUNTY OF Garfield County Subscribed and sworn to before me by an authorized representative of ,Developer of the Subdivision, this day of , 200 . WITNESS my hand and official seal. My commission expires: Notary Public 15 • Spring Valley Ranch P.U.D. Phase 1, Final Plat Exhibit A On -Site and Off -Site Improvements October 15, 2007 INFRASTRUCTURE ITEM CONSTRUCTION ITEM CONSTRUCTION QUANTITIES UNITS PHASE 1 ROADS LENGTH OF PHASE 1 ROADS 29,082 LF R-1 clearing and grubbing timber 0 SF R-2 clearing and grubbing brush• 1,673,639 SF R-3 Compacted Fill from on-site excavation 68,175 CY R-4 _ Import & compact fill material 0 CY R-5 excavation and Disposal of excess cut material 3,929 CY R-6 excess rock removal 21,436 CY R-7 rock blasting (Assume 3% of total cut) 3,215 CY R-8 MSE fill & cut retaining wall 82,283 SFF R-9 scarify and recompact insitu soil 999,980 SF R-10 road aggregate base course (assuming 9" depth) 764,427 CF R-11 road hot bituminous pavement (assuming a 3" depth) 254,809 CF R-12 Curb and Gutter 12039 LF R-13 Cor -ten steel guardrail & wood posts 4,221 LF R-14 revegetation 673,659 SF R-15 painting and striping 87,246 LF R-16 traffic signs 39 EA Total Phase 1 Roads 114 & 115 Off-site Roads Total lengths of County Roads 114 & 115 12,401 LF 111 OSR-1 Traffic control 1 LS OSR-2 Pulverize (Rotomill) existing asphalt/chip and seal 241563 SY OSR-3 clearing and grubbing timber 0 SF OSR-4 clearing and grubbing brush 744,270 SF OSR-5 Compacted Fill from on-site excavation 9,019 CY OSR-6 Import & compact fill material 0 CY OSR-7 excavation and Disposal of excess cut material 25,440 CY OSR-8 excess rock removal 9,066 CY OSR-9 rock blasting (Assume 3% of total cut) 1,360 CY OSR-10 MSE fill & cut retaining wall 8,335 SFF OSR-11 scarify and recompact insitu soil 482,721 SF OSR-12 road aggregate base course (assuming 8" depth) 315,752 CF OSR-13 road hot bituminous pavement (assuming a 4" depth) 157,876 CF OSR-14 Curb and Gutter 4,545 LF OSR-15 Cor -ten steel guardrail & wood posts 751 LF OSR-16 revegetation 261,549 SF OSR-17 painting and striping 37,205 LF OSR-18 traffic signs 17 EA OSR-19 Additional Length for Alternate CR 114 Alignment 1,462 LF Total for 114 & 115 Off- site Roads Water System WS -1 112 inch DIP w/valves and fittings 31,591 LF WS -2 110 inch DIP w/valves and fittin•s 0 LF WS -3 8 inch DIP w/valves and fittings 2,829 LF WS -4 6 inch DIP w/valves and fittings 68 LF WS -5 fire hydrants w/ tee, valve, etc. 34 EA Page 1 of 3 H:1012691171Submittal Files\Section 61Overall Cost Estimate.xis - On -Site and Off -Site Inventory] Spring Valley Ranch P.U.D. Phase 1, Final Plat Exhibit A On -Site and Off -Site Improvements October 15, 2007 INFRASTRUCTURE ITEM CONSTRUCTION ITEM CONSTRUCTION QUANTITIES UNITS WS -6 air/vacuum valve vault 61 EA WS -7 PRVstation 7' EA WS -8 Pump Station & telemetry 01 EA WS -9 Check Valve vault 0 EA WS -10 12" water service lines to ranch lots 0 LF WS -11 2" water service lines with curbstop 55 EA WS -12 developed well w/ telemetry 2 EA WS -13 chlorinator station 300 gpm 0 EA WS -14 chlorinator station 100 gpm 2 EA WS -15 36" Pipe chlorine contact chambers 60 LF WS -16 booster pump station w/PRV & telemetry 0 EA WS -17 1 million gal storage tank w/site prep & valve vault 1 EA WS -18 .5 million gal storage tank w/site prep & valve vault 0 EA WS -19 trench rock excavation (blasting) 8,703 CY WS -20 Targe trench rock disposal 17,406 CY WS -21 imported bedding and backfill 17,406 CY WS -22 revegetation trench areas not in road row 22,5981 SY Total Water System Sewer System SS -1 12 inch SDR -35 PVC sewer pipe 2,866 LF SS -2 8 inch SDR -35 PVC sewer pipe 24,646 LF SS -3 4 -ft dia. sanitary sewer manholes 131 EA SS -4 low pressure sewer main 0 LF SS -5 low pressure sewer main cleanout/air-vac 0 EA SS -6 1 gravity sewer service lines with tap on main 55 LF SS -7 pressure sewer service lines with tap on main 0 LF SS -8 trench rock excavation (blasting) 6,277 CY SS -9 large trench rock disposal 12,553 CY SS -10 imported bedding and backfill 12,553 CY SS -11 revegetation trench areas not in road row 30,500 SY SS -12 sewer lift station 0 EA Total Sewer System Natural Gas NG -1 Trenching and Backfill for gas service lines to lot/building envelope ( including materials & installation) 2,7501 LF NG -2 gas main - Onsite (matls & instlltn) 30,3461 LF NG -3 gas main - Offsite 9,845; LF NG -4 , imported bedding and backfill 6,3621 CY NG -5 revegetation trench areas not in road row 11,5011 SY Total Natural Gas Drainage _ _ D-1 112 inch road culverts - ADSN12 2,011 LF D-2 118 inch road culverts - ADSN12 4281 LF D-3 124 inch road culverts - ADSN12 1,232; LF D-4 130 inch road culverts - ADSN12 45 LF D-5 ;36 inch road culverts - ADSN12 148, LF 1 D-6 148 inch road culverts - ADSN12 611 LF Page 2 of 3 H:\01269\17\Submittal Files\Section 6\Overall Cost Estimate.xls - On -Site and Off -Site Inventory] Spring Valley Ranch P.U.D. Phase 1, Final Plat Exhibit A On -Site and Off -Site Improvements October 15, 2007 INFRASTRUCTURE ITEM CONSTRUCTION ITEM CONSTRUCTION QUANTITIES 1 UNITS D-7 12 inch road culverts - RCP 1,034; LF D-8 18 inch road culverts - RCP 224 LF D-9 24 inch road culverts - RCP 222' LF D-10 30 inch road culverts - RCP 1661 LF D-11 36 inch road culverts - RCP 01 701 LF LF D-12 48 inch road culverts - RCP D-13 Homestead detention basin - excavation and off-site disposal of excess cut material 80,4891 CY Homestead detention basin - compacted fill from on-site D-14 lexcavation 13,559 CY D-15 Homestead Detention Basin Outlet Structure 1' EA D-16 Pond P-2 Detention Basin - excavation and off-site disposal of excess cut material 01 CY D-17 Pond P-2 Detention Basin - compacted fill from on-site excavation 706 CY D-18 Pond P-2 Detention Basin Outlet Structure 1 EA D-19 I Nyloplast inlets 2'x3' 231 EA D-20 Precast Concrete Ditch Inlet 4' 42, EA D-21 Precast Concrete Ditch Inlet 6' 4' EA D-22 1 Stilling Basins 4' 57 EA D-23 Stilling Basins 5' 151 EA 10 D-24 Stilling Basins 6' 21 EA D-25 4' dia. Storm sewer manholes 31 EA Total Drainage Electric System 1 ES -1 3 phase power - Underground 1 27,5451 LF ES -2 single phase power - Onsite Underground 13,6451 LF Total Electric System Telephone 1 TCTV-1 toff site telephone (underground fiber optic) 18,8711 LF TCTV-2 on site telephone 30,3711 LF TCTV-3 MUX box 2 EA TCTV-4 _Television Service 40,191 LS Total Telephone & Television Service Best Management Practices BMP -1 Dust Control 1 LUMP SUM BMP -2 Erosion Control and BMPs 1' LUMP SUM BMP -3 Misc. Revegetation 1 LUMP SUM Total Best Management Practices Page 3 of 3 H:\01269\171Submittal Files\Section 6\Overall Cost Estimate.xls - On -Site and Off -Site Inventory] Spring Valley Ranch P.U.D. Phase 1, Final Plat Exhibit B Estimate of Cost of Completion of On -Site and Off -Site Improvements October 15, 2007 I INFRASTRUCTURE ITEM 1 CONSTRUCTION CONSTRUCTION ITEM QUANTITIES UNITS UNIT PRICES TOTAL PRICE PHASE 1 ROADS LENGTH OF PHASE 1 ROADS 29,082 LF R-1 clearing and grubbing timber clearing and grubbing brush 0 1,673,639 SF SF $0.10 $0.07 $120,067.08 R-2 R-3 Compacted Fill from on-site excavation 68,175 CY $23.30 $1,588,477.50 R-4 Import & compact fill material 0 CY $11.65 $0.00 R-5 excavation and Disposal of excess cut material 3,929 CY $10.80 $42.433.20 R-6 excess rock removal 21,436 CY $10.80 $231,508.80 R-7 rock blasting (Assume 3% of total cut) 3,215 CY $25.00 $80,375.00 R-8 MSE fill & cut retaining wall 82,283 SFF $38.75 $3,188,455.79 R-9 scarify and recompact insitu soil 999,980 SF $0.11 $111,108.89 R-10 road aggregate base course (assuming 9" depth) 764,427 CF $1.77 $1,356,574.80 R-11 road hot bituminous pavement (assuming a 3" depth) 254,809 CF $6.00 $1,528,854.00 R-12 Curb and Gutter 12039 LF $18.50 $222,721.50 R-13 Cor -ten steel guardrail & wood posts 4,221 LF $30.00 $126,630.00 R-14 revegetation 673,659 SF $0.06 $43,413.58 R-15 painting and striping 87.246 LF $0.55 $47,985.30 R-16 traffic signs 39 EA $350.00 $13,650.00 Total Phase 1 Roads $8,702,255.44 114 & 115 Off-site Roads Total lengths of County Roads 114 & 115 12,401 LF OSR-1 Traffic control 1 LS $445,820.53 $445,820.53 OSR-2 Pulverize (Rotomill) existing asphalt/chip and seal 241563 SY $1.50 $362,344.50 OSR-3 clearing and grubbing timber 0 SF $0.10 $0.00 OSR-4 clearing and grubbing brush 744,270 SF $0.07 $53.394.03 OSR-5 Compacted Fill from on-site excavation 9.019 CY $12.82 $115,623.58 OSR-6 Import & compact fill material 0 CY $11.65 $0.00 OSR-7 excavation and Disposal of excess cut material 25.440 CY $10.80 $274,752.00 OSR-8 excess rock removal 9,066 CY $10.80 $97,912.80 ' OSR-9 rock blasting (Assume 3% of total cut) 1,360 CY $25.00 $34,000.00 OSR-10 MSE fill & cut retaining wall 8.335 SFF $38.75 $322,994.81 OSR-11 scarify and recompact insitu soil 482.721 SF $0.11 $53,635.67 OSR-12 road aggregate base course (assuming 8" depth) 315.752 CF $1.77 $560,342.85 OSR-13 road hot bituminous pavement (assuming a 4' depth) 157,876 CF $6.00 $947.256.00 OSR-14 Curb and Gutter 4,545 LF $18.50 $84.082.50 OSR-15 Cor -ten steel guardrail & wood posts 751 LF $30.00 $22,530.00 OSR-16 revegetation 261,549 SF $0.06 $16,855.38 OSR-17 painting and striping 37.205 LF $0.55 $20,462.75 OSR-18 traffic signs 17 EA $350.00 $5,950.00 OSR-19 Additional Length for Altemate CR 114 Alignment 1.462 IF $239.67 _ $350,295.61 Total for 114 & 115 Off-site Roads $3,768,253.01 Water System WS -1 12 inch DIP w/valves and fittings 31,591 LF $73.80 $2,331,408.42 WS -2 10 inch DIP w/valves and fittings 0 LF $64.70 $0.00 WS -3 8 inch DIP w/valves and fittings 2,829 LF $55.60 $157,319.64 WS -4 6 inch DIP w/valves and fittings 68 LF $46.50 $3,148.05 WS -5 fire hydrants w/ tee, valve, etc. 34 EA $5,712.001 $194,208.00 WS -6 air/vacuum valve vault 6 EA $4,263.00 525,578.00 WS -7 PRVstation 7 EA $38,063.00 $266,441.00 WS -8 Pump Station & telemetry 0 EA $113,500.00 50.00 WS -9 Check Valve vault 0 EA $4,000.00 $0.00 WS -10 12" water service lines to ranch lots 0 LF $10,500.001 $0.00 WS -11 2" water service lines with curbstop 55 EA $2,600.00 $143.000.O0 WS -12 developed well w/ telemetry 2 EA $83,270.00l $166,540.00 WS -13 chlorinator station 300 gpm 0 EA $130,000.00 $0.00 WS -14 chlorinator station 100 gpm 2 EA $80,000.00 5160.000.00 WS -15 36" Pipe chlorine contact chambers 60 LF $250.00 $15,000.00 WS -16 booster pump station w/PRV & telemetry 0 EA $120,163.00 $0.00 WS -17 1 million gal storage tank w/site prep & valve vault 1 EA $835,000.00 $835,000.00 WS -18 .5 million gal storage tank w/site prep & valve vault 0 EA 5385,000.00 $0.00 WS -19 trench rock excavation (blasting) 8.703 CY $25.00 $217,572.19 ' WS -20 large trench rock disposal 17,406 CY $12.00 $208.869.30 WS -21 imported bedding and backfill 17,406 CY $7.65 $133,154.18 WS -22 revegetation trench areas not in road row 22,598 SY $0.79 $17,852.68 Total Water System 54,875,091.47 Page 1 of 3 H:\01269\17\Submittal Files\Section 6\0verall Cost Estimate.xls - Infrastructure Cost Estimate Spring Valley Ranch P.U.D. Phase 1, Final Plat Exhibit B Estimate of Cost of Completion of On -Site and Off -Site Improvements October 15, 2007 INFRASTRUCTURE ITEM CONSTRUCTION ITEM CONSTRUCTION QUANTITIES UNITS UNIT PRICES TOTAL PRICE Sewer System SS -1 12 inch SDR -35 PVC sewer pipe 2,866 LF $49.50 $141,867.00 SS -2 8 inch SDR -35 PVC sewer pipe 24,646 LF $41.50 $1,022,809.00 SS -3 4 -ft dia. sanitary sewer manholes 131 EA $4,318.00 $565,658.00 SS -4 low pressure sewer main 0 LF $0.00 SS -5 low pressure sewer main cleanout/air-vac 0 EA $0.00 SS -6 gravity sewer service lines with tap on main 55 LF $2,725.00 $149,875.00 SS -7 pressure sewer service lines with tap on main 0 LF $0.00 $0.00 SS -8 trench rock excavation (blasting) 6,277 CY $25.00 $156,914.07 SS -9 large trench rock disposal 12,553 CY $12.00 $150,637.51 SS -10 imported bedding and backfill 12,553 CY $7.65 $96,031.41 SS -11 revegetation trench areas not in road row 30,500 SY $0.79 $24,095.00 SS -12 sewer lift station 0 EA 5180,000.00 $0.00 Total Sewer System $2,307,887.00 Natural Gas NG -1 Trenching and Backfill for gas service lines to lot/building envelope ( including materials & installation) 2,750 LF $30.00 582,500.00 NG -2 gas main - Onsite (mails & instlltn) 30,346 LF $29.01 $880,323.83 NG -3 gas main - Offsite 9,845 LF $29.01 $285,603.45 NG -4 imported bedding and backfill 6,362 CY $7.65 $48,665.93 NG -5 revegetation trench areas not in road row 11,501 SY 50.79 $9,085.88 Total Natural Gas $1,306,179.09 Drainage D-1 12 inch road culverts - ADSN12 2,011 LF $40.00 $80.440.00 0-2 18 inch road culverts - ADSN12 428 LF 545.831 $19,616.67 D-3 24 inch road culverts - ADSN12 1,232 LF $58.33 $71,866.67 D-4 30 inch road culverts - ADSN12 45 LF $66.67 $3,000.00 0-5 36 inch road culverts - ADSN12 148 LF 585.00 512,580.00 D-6 48 inch road culverts - ADSN12 61 LF $116.67 $7,116.67 D-7 12 inch road culverts - RCP 1,034 LF $60.00 $62,040.00 D-8 18 inch road culverts - RCP 224 LF $70.83 $15,866.67 D-9 24 inch road culverts - RCP 222 LF $88.33 $19.610.00 D-10 30 inch road culverts - RCP 166 LF $101.67 $16,876.67 D-11 36 inch road culverts - RCP 0 LF $125.00 $0.00 D-12 48 inch road culverts - RCP 70 LF $161.67 $11,316.67 D-13 Homestead detention basin - excavation and off-site di posal of excess cut material Homestead detention basin - compacted fill from on-site excavation 80,489 13,559 CY CY $10.80 $23.30 $869,283.36 5315,924.70 D-14 D-15 Homestead Detention Basin Outlet Structure 1 EA 560,000.00 $60,000.00 0-16 Pond P-2 Detention Basin - excavation and off-site disposal of excess cut material 0 CY $10.80 $0.00 D-17 Pond P-2 Detention Basin - compacted fill from on-site excavation 706 CY $23.30 $16,440.71 D-18 Pond P-2 Detention Basin Outlet Structure 1 EA $10,251.33 $10,251.33 D-19 Nyloplast inlets 2'x3' 23 EA $2,700.00 $62,100.00 D-20 Precast Concrete Ditch Inlet 4' 42 EA 53.500.00 $147,000.00 D-21 Precast Concrete Ditch Inlet 6' 4 EA $4,500.00 518,000.00 D-22 Stilling Basins 4' 57 EA $2,000.00 $114,000.00 D-23 Stilling Basins 5' 15 EA $2.500.00 537,500.00 D-24 Stilling Basins 6' 2 EA $3.000.00 56,000.00 D-25 4' dia. Storm sewer manholes 3 EA $4,318.00 $12,954.00 Total Drainage 51,989,784.11 Electric System ES -1 3 phase power - Underground 27,545 LF 558.75 $1,618,268.75 ES -2 single phase power - Onsite Underground 13,645 LF $40.00 $545,800.00 Total Electric System $2,164,068.75 Telephone TCTV-1 off site telephone (underground fiber optic) 18,871 LF 552.50 5990.727.50 TCTV-2 on site telephone 30,371 LF $41.59 $1,263,139.46 TCTV-3 MUX box 2 EA $300,000.00 $600,000.00 TCTV-4 Television Service 40,191 LS 541.59 $1,671,524.14 Total Telephone & Television Service 54,525,391.10 Page 2 of 3 H:1012691171Submittal Files\Section 61Overall Cost Estimate.xls - Infrastructure Cost Estimate Spring Valley Ranch P.U.D. Phase 1, Final Plat Exhibit B Estimate of Cost of Completion of On -Site and Off -Site Improvements October 15, 2007 INFRASTRUCTURE ITEM CONSTRUCTION ITEM CONSTRUCTION QUANTITIES UNITS UNIT PRICES TOTAL PRICE Best Management Practices BMP -1 I Dust Control 1 LUMP SUM $152,000.00 $152,000.00 BMP -2 Erosion Control and BMPs 1 LUMP SUM $116,000.00 $116,000.00 BMP -3 Misc. Revegetation 1 LUMP SUM $150,000.00 $150,000.00 Total Best Management Practices $418,000.00 TOTAL ESTIMATED CONSTRUCTION COST: Total Project Constructed $30,056,909.96 Page 3 of 3 H:101269\17\Submittal Files\Section 6\Overall Cost Estimate.xls - Infrastructure Cost Estimate EXHIBIT A • On -Site and Off -Site Improvements • • 16 EXHIBIT B • Estimate of Cost of Completion of On -Site and Off -Site Improvements • 17 • • • EXHIBIT C Form of Letter of Credit IRREVOCABLE STANDBY LETTER OF CREDIT Reference #: Amount: Date of Issue: Expiration Date: BENEFICIARY: Board of County Commissioners of Garfield County ("Beneficiary" or "BOCC") 108 8th Street, Suite 213 Glenwood Springs, CO 81601 ACCOUNT PARTY/Applicant: Establishment/Face Amount/Purpose/Expiration Date/Transferability We hereby establish/issue/open, at the request of the Applicant/Account Party, Irrevocable Standby Letter of Credit No. in an amount not to exceed Thousand Hundred Dollars and Cents ($ ). The purpose of this letter is to secure the Applicant/Account Party's performance of and compliance with the agreement between Applicant/Account Party and Beneficiary, dated and titled ("Subdivision Improvements Agreement"). This Letter of Credit expires at Bank, at p.m. Mountain Standard Time on , 200_. This letter is not transferable. Partial Releases Partial draws are permitted. The BOCC may authorize periodic reductions in the face amount of this Letter of Credit [If Bank requires Reduction Certificates: and, if so authorized, the revised face amount of the Letter of Credit shall be evidenced by a separate Reduction Certificate, approved and executed by the BOCC or the BOCC's authorized representative]. Conditions for Payment to Beneficiary Drafts submitted by Beneficiary must be accompanied by the following documents: 1. Beneficiary's signed statement executed by the Chairman of the BOCC or the BOCC's authorized designee stating: Spring Valley Holdings, LLC, developer of P.U.D. is in default of its 18 • • • obligations set forth in that certain Subdivision Improvements Agreement between Spring Valley Holdings, LLC and the BOCC, dated and recorded as Reception Number in Book at Page of the Real Estate Records of the Office of the Garfield County Clerk and Recorder. 2. The original Letter of Credit, endorsed on the reverse side with the words: "Drawn by the Board of County Commissioners of Garfield County, Colorado in the amount of $ ," manually signed by the Chairman or the BOCC's authorized representative. Cancellation This Letter of Credit and amendments, if any, must be returned to us for cancellation by Applicant/Account party with a statement signed by the Beneficiary stating: "This Letter of Credit is no longer required by the BOCC and is hereby returned to the issuing bank for cancellation." Issuer's Undertaking We hereby agree to honor each draft drawn under and in compliance with the terms of this Letter of Credit if presented, together with the documents above specified, to (name) Bank, (street address) (city/town) , Colorado, on or before the date of expiration identified above. This letter is issued subject to the Uniform Customs and Practices for Documentary Credit ( Revision), International Chamber of Commerce Publication Number 500 and the Uniform Commercial Code at C.R.S., §4-1-101 et seq., as amended. By Name Title Bank THIS IS A FORM DOCUMENT. BANKS USE DIFFERENT FORMATS AND DIFFERENT TERMS TO IDENTIFY ISSUER, APPLICANT AND BENEFICIARY. ASK YOUR BANK TO ADDRESS THE MATTERS IDENTIFIED ABOVE: Establishment, Face Amount, Purpose. Expiration Date, Transferability, Partial /Single Releases, Conditions for Payment to Beneficiary, Cancellation, Issuer's Undertaking AND TO SPECIFY WHETHER OR NOT PARTIAL RELEASES OF THE LETTER OF CREDIT, IF ALLOWED, REQUIRE THE USE OF REDUCTION CERTIFICATES. LETTERS OF CREDIT ARE HELD IN THE CUSTODY OF THE GARFIELD COUNTY TREASURER. ADDRESS QUESTIONS RELATED TO PARTIAL OR FULL RELEASE, HOWEVER, TO THE BUILDING AND PLANNING DEPARTMENT. 19 • • • EXHIBIT D Form Written Request for Partial Release of Letter of Credit Board of County Commissioners Garfield County, Colorado c/o Planning Director 108 Eighth Street, Room 201 Glenwood Springs, CO 81601 RE: Spring Valley Ranch PUD This request is written to formally notify the BOCC of work completed for Spring Valley Ranch PUD. As Owner, we request that the BOCC review the attached Engineer's Certificate of Partial Completion and approve a reduction in the face amount of the Letter of Credit in the amount of $ , to a reduced face amount of $ Attached is the certified original cost estimate and work completed schedule, showing: Engineers Cost Estimate Work Completed, less 10% Reduced Face Amount of LOC Based on periodic observation and testing, the construction has been completed, to date, in accordance with the intent of the plans and specifications that were reviewed and approved by the BOCC's representatives and referenced in Paragraph 2 of the Subdivision Improvements Agreement between the BOCC and the Owner. If further information is needed, please contact , at Owner or Owner's Representative/Engineer 20 • • • EXHIBIT E Form Written Request for Final Release of Letter of Credit Board of County Commissioners Garfield County, Colorado c/o Planning Director 108 Eighth Street, Room 201 Glenwood Springs, CO 81601 RE: Spring Valley Ranch PUD This request is written to formally notify the BOCC of work completed for Spring Valley Ranch PUD. As Owner, we request that the BOCC review the attached Engineer's Certificate of Final Completion and approve a cancellation of the Letter of Credit. Attached is the certified original cost estimate and work completed schedule, showing: Engineers Cost Estimate Work Completed Based on periodic observation and testing, the construction has been completed in accordance with the intent of the plans and specifications that were reviewed and approved by the BOCC's representatives and referenced in Paragraph 2 of the Subdivision Improvements Agreement between the BOCC and the Owner. We request that within ten (10) days following submission of this Owner's Written Request for Final Release of LOC, you return the Letter of Credit and amendments, if any, to the issuer for cancellation by Applicant/Account party with a statement signed by you stating: "This Letter of Credit is no longer required by the BOCC and is hereby returned to the issuing bank for cancellation." If further information is needed, please contact , at Owner or Owner's Representative/Engineer 21 • • • EXHIBIT F Notice Regarding Building Permits And Certificates Of Occupancy TO: ALL PURCHASERS OF HOME SITES WITHIN SPRING VALLEY RANCH P.U.D. YOU ARE HEREBY NOTIFIED under applicable Garfield County regulations, you may not commence construction of a residence within unincorporated Garfield County, including Spring Valley Ranch P.U.D., prior to issuance of a building permit by Garfield County. Under the terms of the Subdivision Improvements Agreement between Garfield County and Spring Valley Holdings, LLC, Garfield County will not issue building permits for property in Spring Valley Ranch P.U.D., until: 1. The Owner/Developer has demonstrated to the satisfaction of the Glenwood Springs Rural Fire Protection District that adequate water is available to the construction site for the Fire District's purposes. 2. A site-specific geo-technical study, completed by a registered Geo -Technical Engineer, has been presented to the Building and Planning Department for review, along with a registered design professional's certification that the structure design is based on the site-specific study. Additionally, Garfield County will not issue Certificates of Occupancy for any structures within Spring Valley Ranch P.U.D., until all of the subdivision improvements have been completed and are operational in accordance with the Subdivision Improvements Agreement between Garfield County and Spring Valley Holdings, LLC. OWNER/SUBDIVIDER: Spring Valley Holdings, LLC By: The foregoing Notice was read and understood by the undersigned Purchaser of a home site within Spring Valley Ranch P.U.D., this day of 200_. 22 PURCHASER: (Type Name) (Type Address )