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HomeMy WebLinkAbout1.27 Nutrient Farm Development Agreement-2023 NUTRIENT FARM PLANNED UNIT DEVELOPMENT (PUD) DEVELOPMENT AGREEMENT Between The Board of County Commissioners of Garfield County, Colorado and Nutrient Holdings LLC 1 TABLE OF CONTENTS LIST OF EXHIBITS Exhibit A Property Description Exhibit B Exhibit C Nutrient Farm Planned Unit Development (PUD) Guide and Conceptual Development Plan/PUD Plan Map Nutrient Farm Phasing Plan 2 Nutrient Farm PUD Development Agreement March 2022 NUTRIENT FARM PLANNED UNIT DEVELOPMENT (PUD) DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT FOR THE NUTRIENT FARM PUD (the “Agreement”) is made by and between the Board of County Commissioners of Garfield County, Colorado (the “County”) and Nutrient Holdings LLC, a Colorado Limited Liability Company (“Developer”) as of _______________, 2022 (the “Effective Date”). RECITALS A. Developer is the owner of certain real property located in the County of Garfield and State of Colorado more particularly described in Exhibit A attached hereto and made a part hereof (the “Property”). B. Developer and Garfield County desire to voluntarily enter into a development agreement to ensure the provision of mutual benefits according to specific terms and for an identified period. C. The Property contains approximately 1,136 acres. D. The County and Developer desire to protect the natural values, agricultural, recreation and open space values of the Property, provide for much needed industry, agriculture, and further ensure orderly development on the Property. E. The Nutrient Farm PUD Guide (“PUD”) and accordant rezoning was approved by Resolution No. 2022-___, duly adopted by the County at a public hearing conducted on _________________, 2022 (the “Resolution”). F. By its terms, the PUD will not be executed or effective until recorded. G. The recordation of the PUD and preparation for the development of the Property involves several items of mutual interest to the parties, including: a) LoVa trail pathway easement dedications; b) County right-of-way easement dedications; and c) the installation of infrastructure in a coordinated manner in order to accomplish the goals identified in this Agreement and as set forth in the PUD. H. The Developer desires to develop the PUD in phases, commencing with the development of infrastructure and agricultural facilities and establishment of agricultural operations, and to also implement the key aspects of the PUD and the related development, in coordinated phases as well. I. The County has determined that the recordation of the PUD and the development of the Property in accordance with the constraints and commitments set forth therein bestow significant benefits upon the Developer as well as the residents of the County, particularly including the dedication of recreational easements, establishment of recreation opportunities upon and near the Property, the timely phased pattern of development, Colorado River Road (County Road 335) right-of-way dedication, the construction and dedication of five LoVa Trail public parking spaces, extinguishment of density, and, most significantly, the prompt commencement and development of the experiential agricultural operations on the Property, and other benefits described in the Developer’s PUD, as approved with findings and conditions. J. The County has determined that the terms and conditions of this Agreement and the other transactions contemplated herein benefit the Developer and the County, will serve a 3 Nutrient Farm PUD Development Agreement March 2022 public benefit and will promote the health, safety and welfare of the residents of the County, and will ensure the orderly development of the Property. K. The Garfield County Board of County Commissioners (“BOCC”) has reviewed this Agreement at a public hearing held on _________________, 2022. L. The BOCC has determined that the PUD furthers pivotal goals and policies of the Garfield County Comprehensive Plan 2030, and the Garfield County Land Use and Development Code, and therefore approval of a development agreement to ensure the commitments as set forth in said PUD is appropriate. 4 Nutrient Farm PUD Development Agreement March 2022 AGREEMENT NOW, THEREFORE, in consideration of the recitals set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the County and Developer hereby agree as follows: 1. DEFINITIONS 1.1 The following terms, as used in the Agreement, shall have the meanings set forth below: “Agreement” shall have the meaning set forth in the preamble. “Code” shall mean the Garfield County Land Use and Development Code. “County” shall have the meaning set forth in the preamble. “Developer” shall have the meaning set forth in the preamble. “Development Exactions” shall have the meaning set forth herein. “Effective Date” shall have the meaning set forth in the preamble. “Future Land Use Approvals” shall have the meaning set forth herein. “Land Use Regulations” shall have the meaning set forth herein. “Property” shall have the meaning set forth in Recital A hereof. “PUD” shall have the meaning set forth in Recital E hereof. “Request for Particulars” shall have the meaning set forth herein. “Term” shall have the meaning set forth herein. 2. DEVELOPMENT PLAN FOR PROPERTY 2.1 Garfield County acknowledges and agrees that it has determined that circumstances warrant the Agreement because: (1) the public is benefited by a deliberate, staged development of the Property with minimal adverse impact on the environment in the interim; (2) this Agreement allows the ability to phase the development in accordance with market demand and fiscal viability; (3) this Agreement provides for the development of agricultural operations; (4) the construction and financing of improvements and facilities needed to support both have been addressed by requiring that this Agreement specifically address and commit to all such improvements; and (5) the findings required for a final rezoning and PUD approval have been met and satisfied. 2.2 The Parties Agree as Follows: 2.2.1 Development Plan. The Developer shall develop the Property and engage in uses in the manner identified in the PUD and related supporting documents, as approved by the Resolution, specifically 5 Nutrient Farm PUD Development Agreement March 2022 including the Conceptual Development Plan/PUD Plan Map incorporated into said PUD; provided the applicable provisions of said PUD and the Code are met, including but not limited to the need for site plan review for several distinct aspects of the development; platting for future single family development; and the need for grading permits in accordance with the provisions of the Code. 2.2.2 Timing of Development. In recognition of the nature of the development to occur on the Property pursuant to the terms of this Agreement, the benefit of a phased and specifically identified development period to protect the unique character and nature of the Property as an ideal site for the PUD and further to protect against the possible impact of economic conditions and economic cycles and varying market conditions during the course of development, the Developer shall develop the Property in such order and at such rate and at such time as the market dictates is contemplated within the structure of this Agreement, as set forth with specificity in section 2.2.11 below. 2.2.3 Application of Subsequently Enacted Regulations. Developer acknowledges that the PUD constitutes only a zoning designation for the Property, and that the actual construction of improvements upon the Property shall be subject to additional land use approvals by the County, potentially including site plan approvals, building permits and grading permits (collectively, “Future Land Use Approvals”). Consistent with the scope and intent of this Agreement, applications by Developer for certain Future Land Use Approvals filed during the term shall be evaluated in accordance with and governed by the Land Use Regulations in effect at the time of the application. 2.2.4 No Exaction; Fees. Other than as may be required by: (i) the conditions of the PUD or Resolution, which the Developer hereby concurs with and assents to and acknowledges the legality and propriety thereof; (ii) conditions of this Agreement or the Resolution approving this Agreement; (iii) any other lawfully binding obligation pertaining to this development either preexisting this Agreement or assumed subsequent to this Agreement but with express acknowledgement of this Agreement; or (iv) uniformly applied fee schedules for land use applications and processing; Developer is not and shall not be subject to any improper exactions, in-lieu fees or payments, impact or excise fees, dedication or reservation requirements, obligations for onsite or off-site improvements, or construction requirements for public improvements, facilities or services (collectively, the “Development ”) called for in connection with the use or development of the Property in accordance with the PUD. 2.2.5 Laws of General Applicability. Except as otherwise provided for, nothing in this Agreement shall exempt Developer from the application of laws of general applicability within the County relating to building and construction standards, including building, fire, plumbing, electrical, mechanical, grading and sign codes (“Building Codes”) or laws of general application re lating to taxes subsequently enacted or increased. Developer does not waive its right to oppose adoption of any such laws. 2.2.6 Hazardous Conditions. Nothing in this Agreement shall affect the right of the County to impose regulations or requirements reasonably calculated to remediate natural or man-made hazards on or in the immediate vicinity of the Property. 2.2.7 Non-Restrictive Nature of Agreement. Nothing in this Agreement shall be construed to prohibit Developer from: (i) using or developing the Property in any manner that is less restrictive than the provisions of this Agreement under the laws in effect at any time, so long as such use or development is not inconsistent with the PUD or (ii) applying for any modification or amendment to, or variance, waiver or exemption from, the provisions of the PUD, this Agreement or from any laws in effect at any time. 6 Nutrient Farm PUD Development Agreement March 2022 2.2.8 Compliance with the PUD. All development of the Property shall comply with standards and requirements of the PUD and is drafted in a manner as to ensure said compatibility. Accordingly, to the fullest extent practicable, the PUD and this Agreement are to be read in pari materia and complementary to each other. 2.2.9 Status of Applicable Land Use Plans. Developer acknowledges and agrees that the County may amend the County Comprehensive Plan, and that the current land use designations for the Property may be changed to reflect the land uses and density contemplated by this Agreement and the PUD. 2.2.10 Developer Obligations. Developer expressly acknowledges and voluntarily commits to the securing of certain commitments of public benefits in light of the allowances provided by the County in the PUD and herein. Said Developer obligations shall expressly contain the following commitments: (A) PUD Modification. Concurrently with approval of the PUD, Developer commits to apply for and obtain approval of a PUD Modification eliminating the application of both the Coal Ridge and Riverbend PUDs and effect on the Property; (B) Final Plat for Creation of Market Rate Lots. In regard to the agricultural operations, infrastructure may be implemented into such operations in advance, but the adoption of this PUD shall in no manner, express or implied, create any saleable lot, entitlement or development right for any such lots. No lot, nor an entitlement related to any such lot, shall be established unless and until a final plat creating any such particular lot is first approved by the County in accordance with the Code, and duly recorded accordingly, subsequent to such County approval; and (C) Commitment to Public Benefits. Developer has agreed to perform the following actions after the approval of the PUD Designation and the County’s signature on the same: (i.) Upon consultation with the County, a xx foot wide easement for the LoVa Trail through property as generally shown on the Conceptual Development Plan/PUD Plan map shall be dedicated. (ii.) Colorado River Road (County Road 335) Dedication and Related Improvements. Upon consultation and accord with the County Engineer, Developer shall make certain easement dedications for the Colorado River Road on the area of such road that orients from the existing end of such road within the boundaries of the Property. Such easement dedication shall include improvements that expressly encompass the location, development, and dedication of a parking area with up to five (5) parking spaces adjacent to Colorado River Road. These actions shall be completed within 240 days of the execution of this Development Agreement and associated PUD, or as otherwise specifically provided for herein, as a specific requirement of said Agreement. 2.2.11 Timing of Development. In recognition of the nature of the development to occur on the Property pursuant to the terms of this Agreement, the benefit of a phased and contemplative development period, and to ensure the mutual benefits to the public and the Developer as reflected in the PUD and accordant Conceptual Development Plan/PUD Plan Map are realized in a balanced and even fashion, the parties expressly agree to generally adhere to the development and phasing schedule to ensure the orderly development of all said aspects of the Development. 7 Nutrient Farm PUD Development Agreement March 2022 (A) Construction of the general infrastructure for the Property for the entire Development may commence upon approval of the PUD, recordation of said PUD, execution of any applicable Site Improvements Agreement for said Property, and issuance of any applicable grading and excavation permit for such Property and accordant infrastructure improvements. (B) Building and/or grading permits shall be applied for all structures in the development in accordance with the Building Codes. (C) Developer may improve or replace the existing Farm House owner home on Development Area 2 upon grant of a building permit for the same, without any requirement for site plan or subdivision prior to commencement of construction. 2.2.12 Material Terms. The General Development schedule, Phasing Plan, set forth herein as Exhibit C, has been reviewed and approved by both the County and the Developer, and their respective legal counsel, and both parties expressly agree and acknowledge that said development schedule shall be a fundamental and material element of this Development Agreement and the rights and responsibilities set forth herein, and accordingly, any non-performance of the same shall be deemed a material breach of this Agreement, and subject to immediate demands for cure and enforcement action. 2.2.13 Quasi-Judicial Review Exception. Notwithstanding anything to the foregoing herein, express or implied, Developer expressly acknowledges that any provisions regarding County approvals such as site plan or final plat review, are quasi-judicial in nature, and the County does not imply or assure any approval of any such land use application unless such application is first approved independently, on its merits, and in accordance with the applicable provisions or the Code or any other applicable laws. 3. APPLICABLE LAWS/RESERVED POWERS 3.1 Application of Laws of General Nature. Except as provided in Section 24-68-105, C.R.S. and except as specifically provided for herein, the execution of this Agreement shall not preclude the current or future application of County laws, rules or regulations which are general in nature and applicable to all property subject to land use or other regulation by Garfield County, including, but not by way of limitation, building, fire and engineering codes, to Developer’s construction of the improvements within the Property, as such laws may be in effect from time to time throughout the term of this Agreement. Except to the extent Garfield County otherwise specifically agrees, any construction of improvements within the Property shall be done in compliance with the then-current building, fire and engineering requirements of Garfield County. 3.2 Amendment of Code; Zoning Documents and Actions. Nothing in this Agreement shall preclude or otherwise limit the lawful authority of Garfield County to adopt or amend any Garfield County law, including, but not limited to Garfield County’s: (i) Code; (ii) the Countywide Comprehensive Plan; provided, however, that no such adoption, amendment, zoning or land use action by Garfield County, or pursuant to initiative, shall alter, impair, prevent, diminish, impose a moratorium upon or otherwise intentionally delay the development or use of the Property as provided for in the PUD. 4. BINDING NATURE OF AGREEMENT; REMEDIES 4.1 Assent, Acknowledgment. The parties acknowledge and agree to the legality and propriety of the PUD and Resolution of approval No. 2022 - ____, and that they all are lawfully binding obligations pertaining to the PUD, freely and voluntarily entered into without duress in full accordance with all 8 Nutrient Farm PUD Development Agreement March 2022 provisions of law. The parties acknowledge and agree the PUD and all conditions do not constitut e any improper exactions, in-lieu fees or payments, impact or excise fees, dedication or reservation requirements, obligations for onsite or off-site improvements, or construction requirements for public improvements, facilities or services called for in connection with the use or development of the Property in accordance with the PUD. 4.2 Request for Particulars. At any time after Developer submits an application for a Future Land Use Approval or building permit required for any development, building, structure, improvement, use or other land use right pursuant to this Agreement, and Developer in good faith becomes uncertain as to the requirements of the County to issue such permit or approval, Developer shall have the right to request a Code interpretation from the County as to the same, in accordance with the applicable Code provisions for such a process, which interpretation shall be made in consideration of the parameters of this Agreement and the related PUD. 4.3 County Not a Partner; Developer Not County’s Agent. Notwithstanding any language in this Agreement or any other agreement, representation or warranty to the contrary, the County shall not be deemed or constituted a partner or joint venturer of the Developer, and the Developer shall not be the agent of the County, such that the County shall not be responsible for any debt or liability of the Developer, and the Developer shall not be responsible for any debt or liability of the County. 5. ENFORCEMENT/DAMAGES The provisions of this Agreement shall be enforceable by the parties at law or in equity and the parties may pursue damages or specific performance or both in the event of any breach of this Agreement, except as otherwise provided for herein. If at any time any provision or requirement stated in this Agreement has been breached by Developer, Garfield County may withhold approval of any or all site plans or plat maps, or the issuance of any or all grading or building permits or occupancy permits applied for on the Property, until such breach has been remedied; provided, however, that the County shall not take affirmative action on account of such breach until it shall have first notified the Developer as provided herein, and allowed an opportunity for cure. If Developer fails to remedy a material breach of this Agreement after six (6) months advance written notice, the property rights vested by this Agreement shall be forfeited. 6. NOTICE OF DEFAULT; CURE Prior to any action against Garfield County for breach of this Agreement, Developer shall give Garfield County a thirty (30) day written notice of any claim by the Developer of a breach or default by Garfield County, and Garfield County shall have the opportunity to cure such alleged default within such time period. Prior to any action against Developer for breach of this Agreement, Garfield County shall give Developer a thirty (30) day written notice of any claim by Garfield County of a breach or default by Developer, and Developer shall have an opportunity to cure such alleged default within such time period. 7. NO REMEDY Garfield County shall not be responsible for, and the Developer shall have no remedy against Garfield County if development pursuant to the PUD is prevented or delayed for reasons beyond the control of Garfield County. In no event shall the County be liable for money damages in the 9 Nutrient Farm PUD Development Agreement March 2022 event of a breach or default by the County. Notwithstanding the foregoing, Developer expressly reserves its rights to pursue “just compensation” for a taking of property as allowed by applicable protections under the Constitution of the United States of America or the State of Colorado, or pursuant to Section 24-68-105(1)(c), if appropriate. County does hereby acknowledge said reservation of rights by Developer. Nevertheless, both parties agree that neither the terms of this Agreement nor the terms of the PUD constitute a taking in any manner, and Developer has sought such terms volitionally and the County has approved the same, upon request, in the exercise of its quasi-judicial discretion. 8. INDEMNIFICATION The Developer agrees to indemnify and hold Garfield County, its officers, employees, insurers, and self-insurance pool, harmless from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the negligence or intentional act or omission of Developer or its employees, contractors, representatives or agents; except to the extent such liability, claim or demand arises through the negligence or intentional act or omission of Garfield County, its officers, employees, or agents. Developer agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims, or demands at the sole expense of the Developer. Developer also agrees to bear all other costs and expenses related thereto, including court costs and attorney’s fees. 9. PERIODIC REVIEW The County may conduct periodic reviews of this Agreement and the requirements of the PUD to ensure compliance with the requirements of this Agreement and the PUD. 10. MISCELLANEOUS 10.1 Not a Public Dedication. Except as may be provided in other instruments referred to herein in which Developer expressly conveys or grants to the County any rights or interests in the Property, nothing in this Agreement shall be deemed to be a gift or dedication of the Property, or any portion thereof or any right or interest therein, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the County and Developer that this Agreement be strictly limited for the purposes herein expressed for the use and development of the Property as private land. 10.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and with all applicable provisions of the Garfield County Land Use and Development Code. 10.3 Interpretation. In this Agreement, unless the context clearly requires a contrary construction, (a) “including” shall be construed in its most inclusive sense (i.e., as “including, without limitation”); (b) the singular shall include the plural and the plural the singular; (c) the masculine, feminine or neuter shall each include the other genders; (d) the word “construction” and its variants shall include reconstruction, installation, reinstallation, demolition, replacement and relocation; (e) the word “use” shall include enjoyment, occupancy and possession; (f) the word “maintenance” and its v ariants shall include 10 Nutrient Farm PUD Development Agreement March 2022 keep in existence, as well as restoration, repair and replacement; (g) the word “laws” shall mean all laws, statutes, ordinances, resolutions, orders, codes, rules, regulations, judgments, decrees and other legal requirements of any or, if specified in this Agreement, the specified governmental authority having jurisdiction; (h) unless otherwise specified in this Agreement, reference to laws, the Development Code or the C.R.S. shall be construed to mean the laws, the Garfield County Land Use and Development Code and the Colorado Revised Statutes, respectively, as amended from time to time; and (i) the word “person” shall mean any individual, corporation, partnership (general or limited, with or without limited liability), limited liability company, estate, trust, business trust, association, governmental authority or any other legal entity; each such word being used in this Agreement in its broadest sense. References to “Articles” and “Sections” shall be to the Articles and Sections of this Agreement unless otherwise indicated. All of the exhibits to this Agreement are hereby incorporated in this Agreement by reference. References to “days” shall mean calendar days. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attributions to such party as the source of any particular language in this Agreement. 10.4 Captions. The captions in this Agreement are for convenience of reference only and are of no meaning in the interpretation of this Agreement or any provision hereof. 10.5 Severability. This Agreement and the covenants contained herein are intended to be severable in nature. If any provision of this Agreement shall be invalid, illegal, void or unenforceable, it shall not affect or impair the validity, legality or enforceability of this Agreement or any other provision hereof, to the maximum extent legally possible, reflecting the original intent of the County and Developer as expressed in this Agreement, given the context of the Agreement in its entirety. If any provision of this Agreement is invalid, illegal, void or unenforceable not in its entirety but as applied to a particular act, thing or circumstance, such provision shall not affect or impair the validity, legality or enforceability of this Agreement or any provision hereof as applied to any other act, thing or circumstance, and a court shall nearly as possible to the original intent of the County and Developer as expressed in this Agreement. 10.6 Burden and Benefits. Each and every one of the benefits, burdens, terms, covenants, agreements and conditions of this Agreement shall be construed as covenants running with the land benefiting and burdening the Property. 10.7 Effective Date of Agreement. This Agreement shall be recorded in the office of the Clerk and Recorder of Garfield County, Colorado. For all purposes, the effective date of this Agreement shall be the date upon which the Agreement and PUD, duly signed by the Board of County Commissioners and Nutrient Holdings LLC or its authorized designee, is properly recorded with the Garfield County Clerk and Recorder, in accordance with the Code. 10.8 Waiver. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, nor shall it be deemed to constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement signed by both Garfield County and Developer; nor shall the waiver of any default under this Agreement be deemed a waiver of any subsequent default or defaults of the same type. Garfield County’s failure to exercise any right under this Agreement shall not constitute the approval of any wrongful act by the Developer or the acceptance of any improvements. 10.9 Amendment. No amendment of the terms of this Agreement shall be valid unless in writing and executed and adopted pursuant to those procedures set forth in the Code and in accordance with all applicable law. 11 Nutrient Farm PUD Development Agreement March 2022 10.10 Sovereign Immunity. Nothing contained in this Agreement shall constitute a waiver of Garfield County’s sovereign immunity under the Colorado Governmental Immunity Act or any other applicable state or federal law. 10.11 Successors and Assigns; Binding Effect. Where used herein, the term “Developer” shall also mean any of the heirs, executors, trustees, transferees, successors and assigns of Developer, and all such parties shall have the right to enforce the terms of this Agreement as if they were the original parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 10.12 Dispute Resolution; Venue; Attorneys’ Fees. Personal jurisdiction and venue for any civil action commenced by either party to this Agreement shall be deemed to be proper only if such action is commenced in District Court of Garfield County, Colorado. The prevailing party in any such action shall recover its reasonable attorneys’ fees and costs. 10.13 Covenant of Cooperation. The parties covenant and agree to cooperate in good faith with one another in the performance of their respective rights and obligations hereunder in order that each may reasonably realize their respective benefits hereunder. The parties further covenant and agree to cooperate in good faith with one another in the event of any legal challenge to this Agreement. 10.14 Notice. Any notice required or permitted hereunder shall be in writing and shall be sufficient if personally delivered or mailed by certified mail, return receipt requested, addressed as follows: To Garfield County: Garfield County Board of County Commissioners 108 8th Street, Ste. 101 Glenwood Springs, CO 81601 With a copy to: Garfield County Attorney 108 8th Street, Ste. 101 Glenwood Springs, CO 81601 To the Developer: Nutrient Holdings LLC c/o Andy Bruno P.O. Box 560 New Castle, CO 81647 With a copy to: Daniel Teodoru, Esq. Timberline Law Partners LLC P.O. Box 625 Breckenridge, CO 80424 Telephone: 970-455-4656 Notices mailed in accordance with the provisions of this paragraph shall be deemed to have been given three (3) days after deposit in the United States mail. Notices personally delivered shall be deemed to have been given upon delivery. Nothing herein shall prohibit the giving of notice in the manner provided for in the Colorado Rules of Civil Procedure for service of civil process. Either party may change the name o r address for giving notice by providing notice of such change in the manner provided for herein. 12 Nutrient Farm PUD Development Agreement March 2022 11. ENTIRE AGREEMENT This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes any prior agreement or understanding relating to such subject matter. 12. THIRD PARTIES This Agreement is not intended and shall not be deemed to confer upon any third party (excepting successors and assigns of Developer after the Effective Date) any benefits or any right to claim damages or to bring suit or other proceeding against either party because of any term contained in this Agreement. IN WITNESS WHEREOF, Developer and the County have executed this Agreement as of the effective date of this Agreement as stated above. NUTRIENT HOLDINGS LLC By: _________________________ Name: _______________________ Title: ________________________ GARFIELD COUNTY BOARD OF COUNTY COMMISSIONERS By:__________________________ Name:________________________ Title: ________________________ ATTEST: _____________________________ Title: ________________________ APPROVED AS TO FORM: ____________________________ County Attorney 13 Nutrient Farm PUD Development Agreement March 2022 State of ________________ ) ) ss County of ______________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2022, by Andy Bruno as Manager of Nutrient Holdings LLC, a Colorado corporate entity. Witness my hand and official seal, My Commission Expires: ________________________ _______________________________ Notary Public State of ________________ ) ) ss County of ______________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2022, by ________________________________ as ___________________________ of the Board of County Commissioners of Garfield County, Colorado. Witness my hand and official seal, My Commission Expires: ________________________ _______________________________ Notary Public Exhibit A (Attached to and forming a part of the Development Agreement, dated ____________, 20____, between the County of Garfield and Nutrient Holdings LLC) PROPERTY DESCRIPTION Exhibit B (Attached to and forming a part of the Development Agreement, dated ____________, 20___, between the County of Garfield and Nutrient Holdings LLC) NUTRIENT FARM PLANNED UNIT DEVELOPMENT GUIDE AND CONCEPTUAL DEVELOPMENT PLAN/PUD PLAN MAP Exhibit C (Attached to and forming a part of the Development Agreement, dated ____________, 20___, between the County of Garfield and Nutrient Holdings LLC) NUTRIENT FARM PHASING PLAN Nutrient Farm Phasing Plan Table 10 – Nutrient Farm Phasing Plan Area Name/Use Phase 1 Phase 2 Phase 3 2023 2024 2025 2026 2027 2028 2029 2020 2031 1 Residential Subdivision (5 Lots) X X X X X X 2 Residential Subdivision (1 Lot) X X 3 Residential Subdivision (10 Lots)/Solar Energy Systems X X X X X X X X 4 Residential Subdivision (2 Lots) X X X X X X 5 Working Farm – East/Solar Energy Systems (1 Residential Lot) X X X X X X 6 Working Farm – West/Solar Energy Systems X X X X X X X X X 7 Commercial/Industrial Park X X X X X X 8 Outdoor Adventure Parks X X X X X X X X Phase 1: East and West Working Farms and Development Area 3 Agricultural and Animal Related Uses, agricultural accessory/retail, and Agricultural Products, Processing, Storage, Distribution and Sale at Point of Production, Agricultural Products, Processing, Storage, Distribution and Sale Off-site improvements and Solar Energy Systems; Development of Area 2 residence; and commencement of the Outdoor Adventure Park improvements. The construction of the Farms irrigation systems, associated accesses, parking, utilities, and infrastructure improvements will be constructed in association with the buildings/structures in these Areas. Phase 2: Continuation of East and West Working Farm and Development Area 3 Agricultural and Animal Related Uses, agricultural accessory/retail, Agricultural Products, Processing, Storage, Distribution and Sale at Point of Production, Agricultural Products, Processing, Storage, Distribution and Sale Off-site improvements, and Solar Energy Systems; continuation of the Outdoor Adventure Parks improvements; beginning of Commercial/Industrial Park improvements; and commencement of construction of five residential lots in Area 1, two residential lots in Area 4, and one residential lot Area 5 subdivisions. Notwithstanding the forgoing, one of the residential lots in Area 4 or 5 may be developed with a residence in Phase 1 to house the Nutrient Farm ranch manager and/or employees, if needed. Phase 3: Continuation of Commercial/Industrial Park and Outdoor Adventure Park improvements, and Solar Energy Systems in Development Areas 6 and 3; continuation of Area 1 five residential lots; development of up to ten residential lots in Development Area 3; and continuation of the development of Area 4 two residential lots. Implementation of the private Weed Management Plan shall commence upon recordation of the PUD Guide. As each phase is begun and each building or improvement is constructed, associated access, parking, utility and infrastructure improvements will be installed concomitantly with such associated development. Reclamation, revegetation, and landscaping will be implemented per the terms of the PUD Guide in order to maintain the community character for Nutrient Farm. Private trails may be constructed at any phase in the discretion of the Owner/Developer. All private trails in Nutrient Farm shall be constructed and maintained entirely by the Owner/Developer unless an alternative approach is finalized with any local governmental entities, quasi-governmental entities or non-profit entities. Private trails will only be open to public use per the direction and restraints dictated by Owner/Developer. The LoVa Trail will be publicly dedicated, and constructed and maintained by local governmental entities, quasi-governmental entities or non-profit entities, not by the Owner/Developer. The installation and maintenance of irrigation and infrastructure systems, and the implementation of the Weed Management Plan are on-going operational improvements across the entirety of Nutrient Farm, and may be implemented to any degree at any phase herein.