HomeMy WebLinkAbout1.07 Development Agreement
{A0202041--5} 1
SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
FOR
SPRING VALLEY RANCH PLANNED UNIT DEVELOPMENT
THIS SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
FOR SPRING VALLEY RANCH PLANNED UNIT DEVELOPMENT (“Agreement”), is
made and entered into between the BOARD OF COUNTY COMMISSIONERS OF THE
COUNTY OF GARFIELD, a body politic and corporate (the “County”), SPRING VALLEY
HOLDINGS, LLC, a Delaware Limited Liability Company (“Developer”), and SPRING
VALLEY RANCH COMMUNITY MASTER ASSOCIATION, INC., a Colorado nonprofit
corporation (the “HOA”) to be effective as of the ____ day of ______, 202__ (“Effective
Date”). The County, Developer, and the HOA may hereinafter be referred to collectively as
the “Parties” or individually as a “Party.”
Recitals
A. Developer is the owner of certain real property located in Garfield County,
Colorado, more particularly described in Exhibit 1 (the “Property”). The HOA was
previously the owner of certain portions of the Property. The HOA conveyed these portions
of the Property back to Developer in connection with the application submitted for the major
modification to the Spring Valley Ranch PUD described below. The Developer may re-
convey such portions of the Property to the HOA or the Landis Creek Metropolitan District
as provided in the Amended and Restated Master Declaration of Covenants, Conditions and
Restrictions for the Spring Valley Ranch PUD that will be recorded against the Property.
B. By Resolution No. 2008-55, which was approved in a public hearing before the
Garfield County Board of County Commissioners (the “Board”) on December 7, 2007 and
recorded in the real property records of Garfield County (the “Records”) as Reception No.
747015, and as restated and corrected by Resolution No. 2010-38 recorded in the Records as
Reception No. 786992, the Board approved the Spring Valley Ranch Planned Unit
Development (the “SVR PUD”). The SVR PUD contemplates residential and commercial
uses of the Property with significant active and passive open space areas (the “Project”).
C. By Resolution No. 2008-56, which was approved in a public hearing before the
Board on December 7, 2007 and recorded in the Records as Reception No. 747016, the Board
approved the Preliminary Plan for the SVR PUD (the “SVR Preliminary Plan”). The
approvals of the SVR PUD and the SVR Preliminary Plan pursuant to the above-described
Resolution Nos. 2008-55, 2010-38, and 2008-56 consolidated, amended and restated prior
approvals for the Project granted by the Board pursuant to Resolution Nos. 2000-95, 2002-
07, 2003-19, 2003-98, 2003-99, 2005-83 and 2005-84.
D. By Resolution No. 2012-95, which was approved in a public hearing before the
Board on November 13, 2012 and recorded in the Records as Reception No. 828066, the
original Development Agreement for the Project was amended to include 21 phases, estimated
dates of completion, and the HOA Property description.
{A0202041--5} 2
E. By Resolution No. 2017-31 recorded in the Records on July 19, 2017 as
Reception No. 894968, the Board approved and authorized the Chairman of the Board to
execute an Amended and Restated Development Agreement for the SVR PUD. Such
Resolution also approved, as Exhibits C and D thereof, an amended PUD Phasing Plan for the
Project. Such amended PUD Phasing Plan contemplated twenty-one (21) separate phases of
development for the Project, wherein each phase required final plat approval.
F. The original Development Agreement for the SVR PUD was recorded in the
Records on October 21, 2010 as Reception No. 793248. The First Amendment thereto was
recorded in the Records on December 5, 2012 at Reception No. 828067. The Amended and
Restated Development Agreement was recorded in the Records on July 19, 2017 as Reception
No. 894969.
G. By Resolution No. ___-20___, the Board has approved a substantial modification
to the SVR PUD, including without limitation a new PUD Guide, a new PUD Plan Map, and a
new phasing plan attached to this Agreement as Exhibit 2 (the “New Phasing Plan”). Based on
the approval of this substantial modification to the SVR PUD, the Parties desire to enter into this
Agreement for the purpose of amending, restating, superseding and replacing all of the prior
Development Agreements and amendments thereto as referenced in Recital F above. The Parties
also agree to provide for extended vested property rights for the SVR PUD.
H. The Vested Property Rights Statute C.R.S. §§ 24-68-101 et seq. (the “VPR
Statute”) and the Garfield County Land Use and Development Code, effective date July 15,
2013 as last amended October 27, 2021 (the “LUDC”) provide for the establishment of vested
property rights in order to advance the purposes stated therein, and authorize the County to
enter into development agreements with landowners providing for vesting of property
development for periods greater than three (3) years.
I. Development of the Property in accordance with the new PUD Guide, new
PUD Plan Map, the New Phasing Plan, together with the existing final plat for a portion of
the Property recorded in the Records on October 21, 2010 at Reception No. 793243 as
amended by the amendment thereto recorded in the Records on December 5, 2012 at
Reception No. 828064 and such future preliminary plans and final plats that are approved for
the various phases of the Project (collectively, the “Project Plans”), will provide for orderly,
well planned growth in accordance with the policies and goals stated in the Garfield County
Comprehensive Plan, generate significant ad valorem real estate tax revenues for the County,
provide significant trails and open space, promote diversity of housing stock, ensure
reasonable certainty and stability in the land use planning process, stimulate economic growth
within the County, and otherwise achieve the goals and purposes of the Statute and the LUDC.
J. Development of the Project will also require substantial investments in
infrastructure improvements and public facilities, both on the Property and outside the
Property, which will serve the needs of the Project and the County. Such investments can be
supported only with assurances that development of the Project can proceed to ultimate
completion as provided in the Project Plans and this Agreement.
{A0202041--5} 3
K. In exchange for the foregoing benefits and other benefits to the County
contemplated by this Agreement, together with the public benefits served by orderly and
well-planned development of the Property, Developer desires to receive vested property
rights in the Project Plans in accordance with this Agreement.
L. The mutual promises, covenants, and obligations contained in this Agreement
are authorized by the statutes of the State of Colorado and the ordinances, resolutions and
regulations of the County.
Agreement
NOW, THEREFORE, in consideration of the promises cited above and the mutual
covenants and promises contained herein, the sufficiency of which is acknowledged, the
Parties agree as follows:
1. Incorporation of Recitals and Exhibits/Legal Effect. The Parties agree that
the above Recitals are true and correct, and the terms of such Recitals and all and all Exhibits
attached to this Agreement are hereby incorporated as part of this Agreement. This
Agreement shall supersede and replace in full the original Development Agreement, the First
Amendment to Development Agreement and the Amended and Restated Development
Agreement, all described in Recital F above and all of which shall be of no further force or
effect.
2. General Provisions.
(a) Scope. The terms and conditions of this Agreement shall apply to
the Property and Project Plans.
(b) Phasing. The previously approved SVR PUD was anticipated to be
developed in up to twenty-one (21) phases pursuant to the Phasing Plan approved by
Resolution 2017-31 recorded in the Records as Reception No. 894968 (the “Prior Phasing
Plan”). Phase 1 of the Prior Phasing Plan was previously completed. Phase 2 of the Prior
Phasing Plan was commenced in 2022 in accordance with the Prior Phasing Plan by the
construction of a new 640-foot long entrance road into the Property from CR 115 pursuant to
Garfield County Grading Permit No. GRAD-03-22-7397. The Prior Phasing Plan is hereby
superseded, replaced and restated with the New Phasing Plan attached to this Agreement as
Exhibit 2. Phase 0 on the New Phasing Plan has been inserted to show that one (1) dwelling
unit already exists within the Pasture Zone District described in the new PUD Guide. As
shown in the New Phasing Plan, the remaining 576 dwelling units permitted pursuant to the
new PUD Guide are anticipated to be developed in up to seven (7) additional Phases numbered
as Phase 1 through Phase 7. However, the numbering of the Phases on the New Phasing Plan
is for reference only and to indicate the number of dwelling units anticipated to be developed
in each such Phase. There shall be no requirement to develop the Phases shown on the New
Phasing Plan in any particular order and there shall be no deadlines to either commence or
complete construction of any of the Phases. In addition, any Phase may be subdivided and/or
developed as one final plat or in sub-Phases pursuant to multiple final plats.
{A0202041--5} 4
3. Vesting of Certain Property Rights. The County and Developer hereby agree
that Developer shall have vested property rights pursuant to the Statute to the extent provided
in this Agreement to undertake and complete development of the Project and to use the
Property in accordance with the Project Plans.
(a) Intent of Vesting System. The vesting system set forth in this Section 3
balances the County’s obligation to protect the public health, safety and welfare of the
community and its desire to facilitate the highest quality development with Developer’s
private property rights and Developer’s need to rely on County approvals to achieve an
economically viable project.
(b) Overview and Nature of Vesting System. During the term of the vested
property rights set forth in Section 3(d) below, Developer will have the right to develop
the Project on the Property with the uses and at such densities described in the Project Plans and
in the general locations on the Property described in the Project Plans. Upon County approval
of any future final plats that are approved for the various Phases or sub-Phases of the Project
(including any amended plats approved for previously subdivided portions of the Property),
such plats shall automatically be entitled to the same vested rights as have been granted herein
for the same period of vesting which remains under this Agreement.
(c) Rights That Are Vested. The rights identified herein or as may hereafter
be acquired by operation of any state or local vested property rights law shall constitute vested
property rights under this Agreement and shall not be taken by the County without just
compensation. These rights include the following:
(i) Uses, Densities and Locations; No Downzoning. The right to
develop the Property in accordance with the maximum number of dwelling units, uses,
densities, and general locations set forth in the Project Plans is hereby vested.
(ii) Site Development Standards. The right to develop the Property
in accordance with the design standards, development standards, and terms and conditions set
forth in the Project Plans and the resolutions of the Board approving the same is hereby vested.
(iii) Timing of Development. The right to commence and complete
development of the Property at such time in such order and at such rate as Developer
determines is most appropriate from time to time based on current and projected economic
conditions, market demand, costs of construction and any other factor determined by
Developer to be relevant. This provision of this Agreement supersedes any County rules or
regulations that require development to be commenced or completed in any specific time
frame.
(iv) Subsequent Approvals. The right to receive all County approvals
necessary for development of the Project, provided that subsequent preliminary plan and final
plat submittals or applications for other approvals shall comply with this Agreement, the
Project Plans (as the same may be amended by approval of the County from time to time), and
all applicable standards and regulations.
{A0202041--5} 5
(v) Applicable LUDC. Pursuant to the new PUD Guide approved for
the SVR PUD in conjunction with the approval of this Agreement, (a) to the extent of any conflict
between the new PUD Guide and the provisions of the LUDC, the provisions of the new PUD
Guide shall govern and control; and (b) where the new PUD Guide is silent, the specific provisions
of the LUDC shall prevail. For so long as the vested property rights established pursuant to this
Agreement remain in effect, the County and Developer hereby agree that the version of the LUDC
that shall apply in all such considerations and in the consideration of any future subdivision or
other land use approvals for any portion of the SVR PUD shall be the LUDC effective date July
15, 2013 as last amended October 27, 2021 (the “Applicable LUDC”).
(vi) Site Specific Development Plan. All matters vested under this
Agreement and the Project Plans, including any future preliminary plans and final plats that
are approved by the County for the various phases of the Project, shall be considered a “site-
specific development plan” for the purposes of the Statute and Sections 2-201 and 2-202 of
the Applicable LUDC. The following statement is provided to satisfy the requirements of the
Statute and Section 2-202.D.2 of the Applicable LUDC:
Approval of this plan shall create a vested property right pursuant to
Article 68 of Title 24, C.R.S., as amended.
(d) Term of Vested Rights. In recognition of the size of the Project
contemplated by this Agreement and the Project Plans, the time anticipated to be required to
complete the Project, the need to proceed in phases, and varying economic cycles and market
conditions likely to occur during the course of development of the Project, the County agrees
that the rights identified as vested rights in this Section 3(d) shall be vested for a period of
twenty-five (25) years from the effective date of Resolution No. __-20__ approving this
Agreement. The Parties acknowledge that the last day of such 25-year vested property rights
period will be _____________, 204__.
The County shall not, without approval of the Board, grant any further extension to the
term of the vested property rights granted for the Project pursuant to this Agreement.
(e) Adoption, Notice and Effective Date. The County has approved this
Agreement as a legislative act subject to referendum, as required by C.R.S. § 24-68-104(2) of
the Statute. As set forth in and required by C.R.S. § 24-68-103(c), within 14 days from the
date of the approval of this Agreement, the County shall cause to be published in a newspaper
of general circulation within the County, a notice advising the general public of the creation
of vested property rights pursuant to this Agreement and C.R.S. §§ 24-68-101 et seq.
4. No Obligation to Develop. Notwithstanding anything to the contrary contained
in this Agreement or the Project Plans, Developer shall have no obligation to develop all or
any portion of the Property, except to the extent set forth in each Subdivision Improvements
Agreement approved for each final plat of any portion of the Property.
5. Severability. If any provisions or parts of this Agreement are judged
unenforceable or invalid, to the extent practicable, such judgment shall not affect, impair, or
{A0202041--5} 6
invalidate the remaining parts of this Agreement, the intention being that the various parts and
provisions hereof are severable.
6. Recording of Agreement. This Agreement shall be recorded in the Records at
Developer’s expense and shall run with title to the Property, shall inure to the benefit of
Developer and its successors and assigns, and shall be a covenant running with and against
all the Property, property rights, and improvements contained within the Property described
in Exhibit 1 in order to put prospective owners, purchasers, successors, assigns, and others
acquiring any interest in the Property on notice as to the terms and obligations herein.
7. Binding Effect. Unless otherwise provided herein, this Agreement shall be
binding upon Developer’s heirs, successors, assigns, transferees, and any other person or
entity acquiring or purchasing any interest in any of the Property. Any party who is the
successor to the “Developer” status pursuant to the new PUD Guide for the SVR PUD
approved in conjunction with this Agreement shall automatically be considered the successor
to Developer under this Agreement.
8. Notice. Any notice to Developer or the County, which may be given under the
terms of this Agreement, shall be in writing and shall be deemed sufficiently given when sent
certified U.S. Mail and first-class mail, postage prepaid, addressed as follows:
TO DEVELOPER:
Spring Valley Holdings, LLC
Attn: Martin Van Ardenne
Seligman Western Enterprises, Ltd.
One Towne Square,
Suite 1913
Southfield, MI 48076
Phone: 248-351-4876
TO THE HOA:
Spring Valley Ranch Community Master Association, Inc.
Attn: ___________________
_______________________
_______________________
_______________________
_______________________
________________________
{A0202041--5} 7
TO THE COUNTY:
Garfield County Board of County Commissioners
Attn: Community Development Director
108 Eighth Street, Suite 401
Glenwood Springs, CO 81601
Phone: 970.945.8212
Fax: 970.384.3470
The Parties shall provide notice of any change in the above-referenced information.
9. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado
10. Counterparts. This Agreement may be executed in counterparts, each of which will
constitute one and the same instrument.
IN WITNESS WHEREOF, and agreeing to be fully bound by the terms of this
Agreement, the Parties have set their hands below on this____ day of ______________
202__.
[remainder of page intentionally blank]
{A0202041--5} 8
DEVELOPER:
SPRING VALLEY HOLDINGS, LLC, a
Delaware Limited Liability Company
By: __________________________
Name: _______________________
Its: ___________________________
HOA:
SPRING VALLEY RANCH COMMUNITY
MASTER ASSOCIATION
By: ______________________________
Name: ___________________________
Its: President
COUNTY:
BOARD OF COUNTY COMMISSIONERS
OF GARFIELD COUNTY, STATE OF
COLORADO
By: ______________________________
Name: ___________________________
Its: Chairperson
ATTEST:
By: ___________________________
Clerk of the Board
{A0202041--5} Exhibit 1 – Page 1
EXHIBIT 1
THE PROPERTY
[to be inserted]
PHASES Improvement Description Timing of Improvement
PHASE 0 1to1 0to0 1to1n/a n/a
PHASE 1 73 to 89 11 to 13 84 to 102
Improvements to the intersection of State
Highway 82 and County Road 114. *
Improvements shall be included as a component of the Final
Plat application and associated Subdivision Improvements
Agreement for Phase 1, and shall be completed prior to the
recording of Final Plat for Phase 3 provided that any required
approvals or permits are not unreasonably withheld by
CDOT.
PHASE 2 68 to 84 10 to 12 78 to 96
County Road 114 Improvements: From the
intersection of State Highway 82 to the
intersection with County Road 110 (approx.
1.5 miles). **
Improvements shall be included as a component of the Final
Plat application and associated Subdivision Improvements
Agreement for Phase 2, and shall be completed prior to the
recording of Final Plat for Phase 4 provided that any required
approvals or permits are not unreasonably withheld by
Garfield County.
PHASE 3 89 to 109 13 to 15 102 to 124
County Road 114 Improvements: From the
intersection of County Road 110 to the
eastern access of Colorado Mountain College
(approx. 1.4 miles). **
Improvements shall be included as a component of the Final
Plat application and associated Subdivision Improvements
Agreement for Phase 3, and shall be completed prior to the
recording of Final Plat for Phase 5 provided that any required
approvals or permits are not unreasonably withheld by
Garfield County.
Page 1 of 2
** Improvements shall be based upon the Design Standards for an Off‐Site County Road per Section 7.2
(Roadway Classification & Design Standards) of the Spring Valley Ranch PUD Guide.
** DUs means Dwelling Units. The total number of Dwelling Units for all
Phases shall not exceed 577.
NEW PHASING PLAN
EXHIBIT 2
DWELLING UNIT PHASING OFF‐SITE IMPROVEMENT PHASING
Range of
Number of
Free Market
Dwelling Units:
Range of
Number of
Community
Housing
Dwelling
Units*:
Range of Total
Dwelling Units
by Phase:
* The number of Community Housing Units shall comply with the minimum
required proportionality to Free Market Units in accordance with the PUD
Guide. The construction of Community Housing Units may be accelerated at
any point in the Phasing Plan at the discretion of the Developer, without
restricting the allowance to simultaneously plat or develop the maximum
number of Free Market Dwelling Units as indicated for each Phase.
* Improvements shall be based upon requirements of CDOT Access Permit.
PHASES Improvement Description Timing of Improvement
PHASE 4 67 to 81 10 to 12 77 to 93
County Road 114 Improvements: From the
eastern access of Colorado Mountain College
to the main Spring Valley Ranch access at the
intersection of County Road 115 and
Highgrange Pass (approx. 1.6 miles). **
Improvements shall be included as a component of the Final
Plat application and associated Subdivision Improvements
Agreement for Phase 4, and shall be completed prior to the
recording of Final Plat for Phase 6 provided that any required
approvals or permits are not unreasonably withheld by
Garfield County.
PHASE 5 80 to 98 12 to 14 92 to 112
County Road 115 Improvements: From the
intersection of County Roads 114 and 115 to
the Landis Creek access road for Spring Valley
Ranch (approx. 2.1 miles). **
Improvements shall be included as a component of the Final
Plat application and associated Subdivision Improvements
Agreement for Phase 5, and shall be completed prior to the
recording of Final Plat for Phase 7 provided that any required
approvals or permits are not unreasonably withheld by
Garfield County.
PHASE 6 50 to 61 7 to 9 57 to 70 n/a n/a
PHASE 7 24 to 30 5 to 7 29 to 37 n/a n/a
Maximum Allowed Total
DUs**n/a n/a
Page 2 of 2
EXHIBIT 2
NEW PHASING PLAN
* The number of Community Housing Units shall comply with the minimum
required proportionality to Free Market Units in accordance with the PUD
Guide. The construction of Community Housing Units may be accelerated at
any point in the Phasing Plan at the discretion of the Developer, without
restricting the allowance to simultaneously plat or develop the maximum
number of Free Market Dwelling Units as indicated for each Phase.
* Improvements shall be based upon requirements of CDOT Access Permit.
** Improvements shall be based upon the Design Standards for an Off‐Site County Road per Section 7.2
(Roadway Classification & Design Standards) of the Spring Valley Ranch PUD Guide.
** DUs means Dwelling Units. The total number of Dwelling Units for all
Phases shall not exceed 577.
DWELLING UNIT PHASING OFF‐SITE IMPROVEMENT PHASING
Range of
Number of
Free Market
Dwelling Units:
Range of
Number of
Community
Housing
Dwelling
Units*:
Range of Total
Dwelling Units
by Phase:
502 75 577