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HomeMy WebLinkAbout1.02 Exhibit B - Development Agreement 2908211.3 1 THE MITCHELL CREEEK COMMUNITY PUD DEVELOPMENT AND SUBDIVISION IMPROVEMENTS AGREEMENT THIS THE MITCHELL CREEK COMMUNITY PUD DEVELOPMENT AND SUBDIVISION IMPROVEMENTS AGREEMENT (“SIA”) is made and entered into this ___ day of _________________, 2026, by and between [OWNER ENTITY] (“Owner”) and the BOARD OF COUNTY COMMISSIONERS OF GARFIELD COUNTY, COLORADO, acting for the County of Garfield, State of Colorado, as a body politic and corporate, directly or through its authorized representatives and agents (“BOCC”). RECITALS 1. Owner is the owner and developer of the Ami’s Acres PUD (the “Subdivision”), which property is depicted on the Ami’s Acres Final Plat (“Final Plat” or “Final Plat of the Subdivision”). The real property subject to this SIA (the “Property”) is described in that Final Plat, recorded at Reception Number of the real estate records of Garfield County, Colorado and incorporated by this reference. 2. On _________________, 2026, the BOCC, by Resolution No. ___________, recorded at Reception Number ____________of the real estate records of Garfield County, Colorado, and incorporated by this reference, approved the Final Plat which, among other things, would create ____ residential lots. 3. As a condition precedent to the approval of the Final Plat submitted to the BOCC as required by the laws of the State of Colorado and by the Garfield County Land Use and Development Code (“LUDC”), Owner wishes to enter into this SIA with the BOCC. 4. Owner has agreed to execute and deliver a letter of credit or other security in a form satisfactory to the BOCC to secure and guarantee Owner’s performance under this Agreement and 2908211.3 2 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 foregoing recitals and the mutual covenants and promises contained herein, the BOCC and Owner (“Parties”) agree as follows: Agreement 1. FINAL PLAT APPROVAL. The BOCC hereby accepts and approves the Final Plat of the Subdivision, on the date set forth above, subject to the terms and conditions of this SIA, Resolution No. ___, the requirements of the LUDC, and any other governmental or quasi- governmental regulations applicable to the Subdivision (“Final Plat Approval”). Recording of the Final Plat in the records of the Garfield County Clerk and Recorder shall be in accordance with this SIA and at the time prescribed herein. Additionally, the Final Plat constitutes a Site Specific Development Plan, and approval of the Final Plat shall create a vested property right pursuant to Article 68 of Title 24, C.R.S., as amended. 2. OWNER’S PERFORMANCE AS TO SUBDIVISION IMPROVEMENTS. a. Completion Date/Substantial Compliance. Owner intends to develop the Property in phases. Owner shall cause to be constructed and installed in the phases described in Exhibit A the subdivision improvements, including off-site improvements, identified in the Exhibits defined in subparagraph 2.a.i, below (collectively, the “Subdivision Improvements”) at Owner’s expense, including payment of fees required by Garfield County and/or other governmental and quasi- governmental entities with regulatory jurisdiction over the Subdivision. The Subdivision Improvements shall be constructed and completed in substantial compliance with the following: 2908211.3 3 i. Plans marked “Approved for Construction” for all Subdivision Improvements prepared by [ENGINEERING FIRM] and submitted to the BOCC on _______________, 2026, such plans being summarized in the list of drawings attached to and made a part of this SIA by reference as Exhibit A; the estimate of cost of completion, certified by and bearing the stamp of ENGINEERING FIRM, Owner’s professional engineer licensed in the State of Colorado (“Owner’s Engineer”), attached to and made a part of this SIA by reference as Exhibit B, which estimate shall include an additional ten (10) percent of the total of each phase for contingencies; and all other documentation required to be submitted along with the Final Plat under pertinent sections of the LUDC (“Final Plat Documents”). ii. All requirements of the Final Plat Approval. iii. All laws, regulations, orders, resolutions and requirements of Garfield County and all special districts and any other governmental entity or quasi- governmental authority(ies) with jurisdiction. iv. The provisions of this SIA. b. Satisfaction of Subdivision Improvements Provisions. The BOCC agrees that if all Subdivision Improvements are constructed and installed in accordance with this paragraph 2; the record drawings have been submitted upon completion of the Subdivision Improvements, as detailed in paragraph 3(c), below; and all other requirements of this SIA have been met, then the Owner shall be deemed to have satisfied all terms and conditions of the Final Plat Approval, the Final Plat Documents, and the LUDC with respect to the installation of the Subdivision Improvements. 3. SECURITY FOR SUBDIVISION IMPROVEMENTS (EXCEPT RE- 2908211.3 4 VEGETATION). a. Subdivision Improvements Letter of Credit and Substitute Collateral. As security for Owner’s obligation to complete the Phase 1 Subdivision Improvements, Owner shall deliver to the BOCC, on or before the date of recording of the Final Plat of the Subdivision, a Letter of Credit in the form agreed to be acceptable to the BOCC, attached to and incorporated in this SIA by reference as Exhibit “C” (the “Phase 1 LOC”), or in a form consistent with the Uniform Commercial Code, C.R.S. § 4-1-101, et seq. and approved by the BOCC. The Phase 1 LOC shall be in the amount of $( full estimate for Phase 1 ), representing the full estimated cost of completing the Phase 1 Subdivision Improvements, with a sufficient contingency to cover cost changes, unforeseen costs, and other variables (not less than 10% of the estimated cost and as approved by the BOCC), as set forth and certified by Owner’s Engineer on Exhibit B to guarantee completion of the Phase 1 Subdivision Improvements. The Phase 1 LOC shall be valid for a minimum of six (6) months beyond the Phase 1 Completion Date set forth in Paragraph 2.a., above. As security for Owner’s obligation to complete the Phase 2 Subdivision Improvements, Owner shall, prior to commencement of construction of the Phase 2 Subdivision Improvements, either (i) deliver to the BOCC a Letter of Credit in the form of Exhibit C in the amount of $( full estimate for Phase 2 ), representing the full estimated cost of completing the Phase 2 Subdivision Improvements, with a sufficient contingency to cover cost changes, unforeseen costs and other variables (not less than 10% of the estimated cost and as approved by the BOCC), as set forth and certified by Owner’s Engineer on Exhibit B to guarantee completion of the Phase 2 Subdivision Improvements, or (ii) extend the Phase 1 LOC to a date that is at least six (6) months beyond the Phase 2 Completion Date and 2908211.3 5 increase the amount thereof, if needed, to the amount set forth on Exhibit B for the Phase 2 Subdivision Improvements. As security for Owner’s obligation to complete the Phase 3 Subdivision Improvements, Owner shall, prior to commencement of construction of the Phase 3 Subdivision Improvements, either (i) deliver to the BOCC a Letter of Credit in the form of Exhibit C in the amount of $( full estimate for Phase 2 ), representing the full estimated cost of completing the Phase 3 Subdivision Improvements, with a sufficient contingency to cover cost changes, unforeseen costs and other variables (not less than 10% of the estimated cost and as approved by the BOCC), as set forth and certified by Owner’s Engineer on Exhibit B to guarantee completion of the Phase 3 Subdivision Improvements, or (ii) extend the Phase 1 LOC to a date that is at least six (6) months beyond the Phase 3 Completion Date and increase the amount thereof, if needed, to the amount set forth on Exhibit B for the Phase 3 Subdivision Improvements. The BOCC, at its sole option, may permit the Owner to substitute collateral other than a Letter of Credit, in a form acceptable to the BOCC, for the purpose of securing the completion of the Subdivision Improvements subject to this Paragraph 3.a. b. LOC Requirements and Plat Recording. Each LOC required by this SIA shall be issued by a state or national banking institution acceptable to the BOCC. If the institution issuing an LOC is not licensed in the State of Colorado and transacting business within the State of Colorado, the LOC shall be “confirmed” within the meaning of the Uniform Commercial Code, Letters of Credit, § 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. Each LOC shall state that presentation of drafts drawn under the LOC shall be 2908211.3 6 at an office of the issuer or confirmer located in the State of Colorado. The Final Plat of the Subdivision shall not be recorded until the security for the Phase 1 Subdivision Improvements described in this paragraph 3 has been received and approved by the BOCC. c. Extension of LOC Expiration Date. If any Completion Date identified in paragraph 2.a., above, is extended by a written amendment to this SIA, the time period for the validity of the applicable LOC shall be similarly extended. For each six (6) month extension, at the sole option of the BOCC, the face amount of the LOC shall be subject to re- certification by Owner’s Engineer of the cost of completion and review by the BOCC. d. Unenforceable LOC. Should an LOC expire or become void or unenforceable for any reason, including bankruptcy of the Owner or the financial institution issuing or confirming the LOC, prior to the BOCC’s approval of Owner’s Engineer’s certification of completion of the phased Subdivision Improvements, as applicable, this SIA shall become void and of no force and effect and the Final Plat shall be vacated pursuant to the terms of this SIA. e. Partial Releases of Security. Owner may request partial releases of the phased LOC and shall do so by means of submission to the Building and Planning Department of a “Written Request for Partial Release of LOC”, in the form attached to and incorporated by this reference as Exhibit D, accompanied by the Owner’s Engineer’s stamped certificate of partial completion of improvements. The Owner’s Engineer’s seal shall certify that the subject Subdivision Improvements have been constructed in accordance with the requirements of this SIA, including all Final Plat Documents and Final Plat Approval. Owner may also request release for a portion of the security upon proof that 1) Owner has a valid contract with a public utility company regulated by the Colorado Public 2908211.3 7 Utilities Commission obligating such company to install certain utility lines; and 2) Owner has paid to the utility company the cost of installation as required by the contract. The BOCC shall authorize successive releases of portions of the face amount of the LOC as portions of the Subdivision Improvements, dealt with in this Paragraph 3, are certified as complete to the BOCC by the Owner’s Engineer and said certification is approved by the BOCC. f. BOCC’s Investigation. Notwithstanding the foregoing, upon submission of the Owner’s Written Request for Partial Release of LOC, along with Owner’s Engineer’s certificate of partial completion of improvements, the BOCC may review the certification and may inspect and review the Subdivision Improvements certified as complete to determine whether or not they 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) business 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 Subdivision Improvements certified as complete shall be deemed approved 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 Subdivision Improvements certified as complete are not in compliance with the relevant specifications, the BOCC shall furnish a letter of potential deficiency to the Owner, within fifteen (15) business 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. 2908211.3 8 iii. If a letter of potential deficiency is issued identifying a portion of the certified Subdivision Improvements as potentially deficient, then all Subdivision Improvements not identified as potentially deficient shall be deemed approved by the BOCC, and the BOCC shall authorize release of the amount of security related to the Subdivision Improvements certified as complete and not identified as potentially deficient. iv. With respect to Subdivision 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.f.ii., above, and provide written confirmation of the deficiency(ies) to the Owner. v. If the BOCC finds that the Subdivision Improvements are complete, in compliance with the relevant specifications, then the appropriate amount of security shall be authorized for release within ten (10) business days after completion of such investigation. g. BOCC Completion of Improvements and Other Remedies. If the BOCC finds, within the thirty (30) day period of time defined in subparagraph 3.f.iv. above, that the Subdivision Improvements are not complete, or if the BOCC determines that the Owner will not or cannot construct any or all of the Subdivision Improvements, whether or not Owner has submitted a written request for release of LOC, the BOCC may withdraw and employ from the LOC such funds as may be necessary to construct the Subdivision Improvements in accordance with the specifications, up to the face amount or remaining face amount of the applicable LOC. In such event, the BOCC shall make a written finding regarding Owner’s 2908211.3 9 failure to comply with this SIA prior to requesting payment from the LOC in accordance with the LUDC. In lieu of or in addition to drawing on the LOC, the BOCC may bring an action for injunctive relief or damages for the Owner’s failure to adhere to the provisions of this SIA regarding Subdivision Improvements. The BOCC shall provide the Owner a reasonable time to cure any identified deficiency(ies) prior to requesting payment from the LOC or filing a civil action. h. Final Release of Security. Upon completion of each phased Subdivision Improvements, and including off-site 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 relevant Subdivision Improvements for the completed phase, including off-site improvements, have been constructed in accordance with the requirements of this SIA, including all Final Plat Documents and the Final Plat Approval, in hard copy and digital format acceptable to the BOCC; 2) copies of instruments conveying real property and other interests which Owner is obligated to convey to any statutory special district or other entity at the time of Final Plat Approval [, unless escrowed in accordance with paragraph __ below]; and 3) a Written Request for Final Release of LOC, in the form attached to and incorporated herein as Exhibit E, along with Owner’s Engineer’s stamp and certificate of final completion of improvements, unless the LOC will be extended to cover the additional phased Subdivision Improvements, in which case the Phase 1 LOC will remain in effect, as amended and extended. The BOCC shall authorize a final release of each LOC after the Subdivision Improvements that are the subject of the LOC 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 Subdivision Improvements are complete, in accordance with the 2908211.3 10 relevant specifications, the BOCC shall authorize release of the final amount of security, within ten (10) business days following submission of the Owner’s Written Request for Final Release of LOC accompanied by the other documents required by this paragraph 3.h. i. 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 Subdivision Improvements certified as complete. If the BOCC does so review and inspect, the process contained in paragraph 3.f., above, shall be followed. ii. If the BOCC finds that the Subdivision Improvements are complete, in accordance with the relevant specifications, the BOCC shall authorize final release of security within ten (10) days after completion of such investigation. iii. If the BOCC finds that the Subdivision Improvements are not complete, in accordance with the relevant specifications, the BOCC may complete remaining Subdivision Improvements, or institute court action in accordance with the process outlined in paragraph 3.g., above. 4. SECURITY FOR REVEGETATION. a. Revegetation LOC and Substitute Collateral. $____________ of the face amount of each LOC specified in Paragraph 3a, above, shall be allocated to revegetation of disturbed areas within each Phase (“Revegetation LOC”), the cost for which is detailed as a subdivision improvement in Exhibit B. The Revegetation LOC shall be valid for a minimum of two (2) years following the final phase’s Completion Date. The BOCC, at its sole option may permit the Owner to substitute collateral other than a Letter of Credit, in a form acceptable to the BOCC, for the purpose of securing the completion of revegetation. 2908211.3 11 b. Revegetation LOC General Provisions. The provisions of paragraphs 3.b., 3.c. and 3.d., above, dealing with Letter of Credit requirements, extension of expiration dates, increase in face amounts, plat recording, and plat vacating shall apply to the Revegetation LOC. c. Revegetation Review and Notice of Deficiency. Upon establishment of revegetation, the Owner shall request review of the revegetation work by the Garfield County Vegetation Management Department, by telephone or in writing. Such review shall be for the purpose of verification of success of revegetation and reclamation in accordance with the Garfield County Weed Management Plan 2000, adopted by Resolution No. 2002-94 and recorded in the Office of the Garfield County Clerk and Recorder as Reception No. 580572, as amended, and the revegetation/reclamation plan titled _____________ and dated _________________ for the Subdivision submitted as part of the Final Plat Documents. If the Vegetation Management Department refuses approval and provides written notice of deficiency(ies), the Owner shall cure such deficiency(ies) by further revegetation efforts, approved by the Vegetation Management Department, as such efforts may be instituted within the two (2) years following the final phase’s Completion Date, as applicable. d. Single Request for Release of Revegetation LOC. Following receipt of written approval of the Vegetation Management Department, the Owner may request release of the Revegetation LOC and shall do so by means of submission to the BOCC, through the Building and Planning Department, of a Written Request for Release of Revegetation LOC, in the form attached to and incorporated herein by reference as Exhibit E, along with certification of completion by the Owner, or Owner’s agent with knowledge, and a copy of the written approval of the Vegetation Management Department. It is specifically understood 2908211.3 12 by the parties that the Revegetation LOC is not subject to successive partial releases, as authorized in paragraph 3.e., above. Further, the Revegetation LOC and the BOCC’s associated rights to withdraw funds and bring a court action may survive final release of the LOC securing other Subdivision Improvements, defined in paragraph 3.a., above. e. BOCC’s Completion of Revegetation and Other Remedies. If Owner’s revegetation efforts are deemed by the BOCC to be unsuccessful, in the sole opinion 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, in its discretion, may withdraw and employ from the Revegetation LOC such funds as may be necessary to carry out the revegetation work, up to the face amount of the Revegetation LOC. In lieu of or in addition to drawing on the Revegetation LOC, the BOCC may bring an action for injunctive relief or damages for the Owner’s failure to adhere to the provisions of this SIA related to revegetation. The BOCC shall provide the Owner a reasonable time to cure any identified deficiency prior to requesting payment from the Revegetation LOC or filing a civil action. 5. WATER SUPPLY AND WASTEWATER COLLECTION. As stated in paragraph 13, below, prior to issuance by the BOCC of any certificates of occupancy for any residences or other habitable structures constructed within the Subdivision, Owner shall install, connect, and make operable a water supply and distribution system for potable water, fire protection, non-potable irrigation water, 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(s) and wastewater collection system shall be as shown on the Final Plat. Owner shall deposit with the Garfield County Clerk and 2908211.3 13 Recorder executed originals of the instruments of conveyance for easements appurtenant to the water and wastewater system(s), for recordation following recording of the Final Plat and this SIA, unless such easements are established on the Final Plat. All facilities and equipment contained within the water supply and wastewater collection system(s) shall be transferred by Owner to the applicable special district or municipality by bill of sale. If a third-party water or sewer service entity requires warranty of the system(s), Owner shall provide proof to the BOCC that such warranty is in effect and, if necessary, has been assigned. 6. ROADS. Pursuant to the Final Plat Approvals, all roads within the Subdivision shall be private and privately owned and maintained. Owner shall be solely responsible for the maintenance, repair, and upkeep of said rights-of-way, including the traveled surface of the roadways and portions of the rights-of-way outside of the traveled surface. The BOCC shall not be obligated to maintain any road rights-of-way within the Subdivision. 7. PUBLIC UTILITY RIGHTS-OF-WAY. Whether or not utility easements exist elsewhere in the Subdivision, all road rights-of-way within the Subdivision shall contain rights-of- way for installation and maintenance of utilities. Public utility easements shall be dedicated by the Owner to the public utilities on the face of the Final Plat, subject to the Garfield County Road and Right-of-Way Use Regulations, recorded as Reception No. 643477, in the records of the Garfield County Clerk and Recorder, as amended. Owner shall be solely responsible for the maintenance, repair and upkeep of said public utility easements, unless otherwise agreed to with the public utility company(ies). The BOCC shall not be obligated for the maintenance, repair, and upkeep of any utility easement within the Subdivision. In the event a utility company, whether publicly or privately owned, requires conveyance of the easements dedicated on the face of the Final Plat by separate document, Owner shall execute and record the required conveyance documents. 2908211.3 14 8. INTENTIONALLY DELETED. 9. 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 Subdivision Improvements, including off-site improvements and revegetation, and any other agreement or obligation of Owner, related to development of the Subdivision, required pursuant to this SIA. 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 notify the Owner of receipt by the BOCC 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 governmental immunity granted to the BOCC by Colorado statutes and case law. 10. ROAD IMPACT FEE. Pursuant to the Garfield County subdivision regulations, the following Road Impact Fees apply within the Subdivision: $___________ per residential unit. The Road Impact Fee will be collected at the time a building permit issues for a structure within the Subdivision. 11. FEES IN LIEU OF DEDICATION OF SCHOOL LAND. Owner shall make a cash deposit in lieu of dedicating land to the RE-1 School District, calculated in accordance with the LUDC and the requirements of state law. 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, i.e. $_________________; and 2908211.3 15 Land dedication standard: 21 multi-family dwelling units x .015 acres equals .315 acres. The Owner, therefore, shall pay to the Garfield County Treasurer, at or prior to the time of recording of the Final Plat, _______________ ($___________) as a payment in lieu of dedication of land to the RE-1 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 LUDC. The Owner agrees that it is obligated to pay the above-stated fee, accepts such obligations, 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 of the Subdivision, a reimbursement of the fee in lieu of land dedication to the RE-1 School District. 12. 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. 13. BUILDING PERMITS AND CERTIFICATES OF OCCUPANCY. As one remedy for breach of this SIA, the BOCC may withhold issuance of building permits for any residence or other habitable structure to be constructed within the Subdivision. Further, no building permit shall be issued unless the Owner demonstrates to the satisfaction of the Carbondale & Rural Fire Protection District (“District”), if the District has so required, 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]. No certificates of occupancy shall issue for any habitable building or structure, including residences, within the Subdivision until all Subdivision Improvements [, except revegetation] and including off-site improvements, have been completed and are operational as 2908211.3 16 required by this SIA. 14. CONSENT TO VACATE PLAT. In the event the Owner fails to comply with the terms of this SIA, the BOCC shall have the ability to vacate the Final Plat as it pertains to any lots for which building permits have not been issued. As to lots for which building permits have been issued, the Plat shall not be vacated and shall remain valid. In such event, the Owner shall provide the BOCC a plat, suitable for recording, showing the location by surveyed legal description of any portion of the Final Plat so vacated by action of the BOCC. If such a Plat is not signed by the BOCC and recorded, or if such Plat is not provided by the Owner, the BOCC may vacate the Final Plat, or portions thereof, by resolution. 2908211.3 17 15. ENFORCEMENT. In addition to any rights provided by Colorado statute, the withholding of building permits and certificates of occupancy, provided for in paragraph 13, above, the provisions for release of security, detailed in paragraph 3, above, and the provisions for plat vacation, detailed in paragraph 14, above, it is mutually agreed by the BOCC and the Owner, that the BOCC, without making an election of remedies, and any purchaser of any lot within the Subdivision shall have the authority to bring an action in the Garfield County District Court to compel enforcement of this SIA. Nothing in this SIA, however, shall be interpreted to require the BOCC to bring an action for enforcement or to withhold permits or certificates or to withdraw unused security or to vacate the Final Plat or a portion thereof, nor shall this paragraph or any other provision of this SIA be interpreted to permit the purchaser of a lot to file an action against the BOCC. 16. NOTICE BY RECORDATION. This SIA shall be recorded in the Office of the Garfield County Clerk and Recorder and shall be a covenant running with title to all lots, tracts and parcels within the Subdivision. Such recording shall constitute notice to prospective purchasers and other interested persons as to the terms and provisions of this SIA. 17. 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. 18. CONTRACT ADMINISTRATION AND NOTICE PROVISIONS. The representatives of the Owner and the BOCC, identified below, are authorized as contract administrators and notice recipients. Notices required or permitted by this SIA shall be in writing and shall be effective upon the date of delivery, or attempted delivery if delivery is refused. Delivery shall be made in person, by certified return receipt requested U.S. Mail, receipted delivery service, or facsimile transmission, addressed to the authorized representatives of the BOCC and the Owner at the address or facsimile number set forth below: 2908211.3 18 Owner: BOCC: ______________________________ ______________________________ ______________________________ ______________________________ w/copy to, ______________________________ ______________________________ ______________________________ ______________________________ Board of County Commissioners of Garfield County, Colorado c/o Building & Planning Dir. 108 8th Street, Suite 401 Glenwood Springs, CO 81601 Phone: (970) 945-8212 Fax: (970) 384-3470 19. AMENDMENT AND SUBSTITUTION OF SECURITY. This SIA may be modified, but only in writing signed by the parties hereto, as their interests then appear. Any such amendment, including, by way of example, extension of the Completion Date, substitution of the form of security, or approval of a change in the identity of the security provider/issuer, shall be considered by the BOCC at a scheduled public meeting. If such an amendment includes a change in the identity of the provider/issuer of security, due to a conveyance of the Subdivision by the Owner to a successor in interest, Owner shall provide a copy of the recorded assignment document(s) to the BOCC, along with the original security instrument. Notwithstanding the foregoing, the parties may 2908211.3 19 change the identification of notice recipients and contract administrators and the contact information provided in paragraph 18, above, in accordance with the provisions of that paragraph and without formal amendment of this SIA and without consideration at a BOCC meeting. 20. COUNTERPARTS. This SIA may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the same instrument. 21. VENUE AND JURISDICTION. Venue and jurisdiction for any cause arising out of or related to this SIA shall lie with the District Court of Garfield County, Colorado, and this SIA shall be construed according to the laws of the State of Colorado. 22. VESTED RIGHTS. The Final Plat constitutes a Site Specific Development Plan. The BOCC agrees that Owner shall have a vested property right for a period of fifteen years from the date of recordation of this SIA (the “Vested Rights Period”) to undertake and complete development of the Property in accordance with the Final Plat Documents and this SIA. In connection with the foregoing, (i) the maximum number of residential dwelling units and acres for residential use set forth in the Final Plat Documents, as such Final Plat Documents may be amended from time to time upon County approval; (ii) the right to develop the Property in accordance with the uses, densities, and general locations set forth in the Final Plat Documents; (iii) the right to develop the Property in accordance with the design and development standards set forth in the LUDC and the terms and conditions set forth in the Final Plat Documents are hereby vested for the Vested Rights Period. Except as otherwise provided by statue, after the Effective Date, the County shall not take any zoning or land use action regarding the Property which would have the effect of altering, impairing, preventing, diminishing, imposing a moratorium on development, delaying, or otherwise adversely affecting any of Owner’s vested rights set forth in this Agreement. 2908211.3 20 [Space intentionally left blank; signature pages follow] 2908211.3 21 IN WITNESS WHEREOF, the parties have signed this SIA to be effective upon the date of Final Plat Approval for the Subdivision. BOARD OF COUNTY COMMISSIONERS ATTEST: OF GARFIELD COUNTY, COLORADO _________________________ By: ___________________________ Clerk to the Board Chairman Date: __________________________ OWNER By: ____________________________ ________________________________ (Name and Title) Date: __________________________ STATE OF COLORADO ) )ss. COUNTY OF GARFIELD ) Subscribed and sworn to before me by ________________________, an authorized representative of __________________, Owner of the Subdivision, this ___ day of __________________, 20__. WITNESS my hand and official seal. My commission expires: ____________________________ _______________________________ Notary Public 2908211.3 22 EXHIBIT A Phasing and List of Plans and Drawings of Subdivision Improvements • TBD List of Subdivision Improvements Plans and Drawings [to be added] 2908211.3 23 EXHIBIT B Cost Estimate 2908211.3 24 EXHIBIT C Copy of Letter of Credit 2908211.3 25 EXHIBIT D Form Written Request for Partial Release of LOC Board of County Commissioners Garfield County, Colorado c/o Director of Community Development 108 8th Street, Suite 401 Glenwood Springs, CO 81601 RE: _______________Subdivision This request is written to formally notify the BOCC of work completed for _____________________ Subdivision. As Owner [On behalf of the 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 2908211.3 26 EXHIBIT E Written Request for Final Release of LOC/Revegetation LOC REQUEST FOR FINAL RELEASE OF LETTER OF CREDIT Board of County Commissioners Garfield County, Colorado c/o Director of Building and Planning 108 8th Street, Suite 401 Glenwood Springs, CO 81601 RE: _______________Subdivision This request is written to formally notify the BOCC of work completed for _____________________ Subdivision. As Owner [On behalf of the Owner], we request that the BOCC review the attached Engineer’s Certificate of Completion and approve a full release of the Letter of Credit in the amount of $____________________. Attached is the certified original cost estimate and work completed schedule, showing that all [improvements] [revegetation] required by the Improvements Agreement and secured by the Letter of Credit have been completed. Also enclosed are the following, required by the Improvements Agreement dated _______ between Owner and the BOCC, recorded at Reception No. ____________ at the Real Estate Records of the Garfield County Clerk and Recorder (the “SIA”): 1. record drawings bearing the stamp of Owner’s Engineer certifying that all [improvements] [revegetation] have been constructed/installed in accordance with the requirements of the SIA, both in hand copy and digital format acceptable to the BOCC; and 2. copies of instruments conveying real property and other interests which Owner was obligated to convey to the homeowner’s association or other entity at the time of final Plat Approval. If further information is needed, please contact _________________________, at ___________. _____________________________ Owner or _____________________________ Owner’s Representative/Engineer