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HomeMy WebLinkAbout17_PUD_CONTROL_DOCUMENT17.1PUD Control Document PUD control document section 17 17.2 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission This page intentionally left blank 17.3PUD Control Document PUD CONTROL DOCUMENT, DEVELOPMENT AND VESTED RIGHTS AGREEMENT: STAGE ROAD SUBDIVISION/PUD 17.4 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 2 Index ARTICLE ONE: General Provisions, Definitions and Purposes ……………………………..……………………6 1.1 The Property ………………………………………………………………………………………………..……6 1.2 The Development Plan …………………………………………..…………………………..…………..6 1.2.1 Development Plan defined ……………………………………………………………………………….6 1.3 Effect of PUD ……………………………………………………………………………………………………..6 1.4 The Purpose ………………………………………………………………………………………………..……7 1.5 The Development …………………………………………………………………………………………..….. 7 1.6 Name ………………………………………………………………………………………………………..…... 7 1.7 Authority ………………………………………………………………………………………………………..… 7 1.8 Amendments …………………………………………………………………………………………………..… 7 ARTICLE 2: Development Requirements and Restrictions 2.1 Zoning and Regulatory Approvals……………………………………………………………………………… 7 2.1.1 Resolution and Ordinance of Approval ………………………………………………………………… 7 2.1.2 Entitlements and PUD Variations ………………………………………………………………….…. 8 2.1.2.1 Fathering Parcel Entitlements and Approved Variations to the (C) Conservation Zone District ………………………………………………………………. 8 2.1.2.1.1 Fathering Parcel - Existing Units - ADU Requirements …………………………………. 9 2.1.2.1.2. The Cabin - Environmental Reviews and Restrictions ……………………...………. … 9 2.1.2.1.2.1 The Cabin - Access and Fire Protection ……………………………………....... 9 2.1.2.2 Cultural Use Area: Entitlements and Approved Variations to the (P) Public Zone District … 10 2.1.2.3 Fathering Parcel - Restriction Against Certain Uses, Further Subdivision and Dimensional Variations ………………………………………………………………….10 2.1.2.4 Ranch Manager’s Lot …………………………………………………………………………… 10 2.1.2.5 Free Market Lots ……………………...……………………………………………………..……11 2.1.2.5.1 Free Market Lots - Floor Area …………………………………………………. 11 2.1.2.5.2 Free Market Lots - Building Envelopes, Landscaping, Etc. ………………… 11 2.1.2.5.3 Free Market Lots - Accessory Dwelling Units …………………………………11 2.1.2.5.4 Free Market Lots. Maroon Creek Viewplane ………………………………... 12 2.1.2.6 Calculation of Floor Area …………………………………………………………..12 2.1.2.7 Further Subdivision ………………………………………………………………………………..12 2.2. Exactions and Restricted Lands …………………………………………………………………...…………..12 2.2.1 20 Acre Parcel …………………………………………………………………..…………………….…..12 2.2.1.1 Satisfaction of Affordable Housing Mitigation Obligations ……………………………..……...13 2.2.1.2 Timing of Production of Affordable Housing Units ………………………………………………13 2.2.1.3 Dog Restriction - 20 Acre Parcel ………...…………………………..........……………...…….13 2.2.1.4 Parks And Play Fields ………………………………...………………………….………………13 17.5PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 3 2.2.1.5 Lease of 20 Acre Parcel ………………………………………………..………………..…..13 2.2.2 Conservation Easements - Fathering Parcel ……………………………………………..……….… 14 2.2.2.1 Timing of Grant of Conservation Easements ……………………..………………………..…. 14 2.2.2.2 Assignment of Conservation Easement ……………………………………...………………… 14 2.2.3 Conservation Easements - City - Back Bowl and Burlingame Ranch ……………………….… 14 2.2.3.1 Burlingame Ranch Conservation Easement …………………………………………………… 15 2.2.3.2 Back Bowl Conservation Easement …………………………………………………………….. 15 2.2.3.3 Conservation Easements - Additional Beneficiary…………………………………….……… 15 2.2.3.4 Fathering Parcel Agricultural Easements - Free Market Lots …………………..…………….. 15 2.2.4 Trails ………………………………………………………………………………………...……………. 15 2.2.5 Transportation Demand Management ………………………………………………….………..…… 15 2.2.6 Property Tax Valuation ………………………………………………………………..………………. 15 2.2.7 School Land Dedication Fees ……………………………………………………………………….… 15 2.2.8 Park Development Impact Fees ……………………………………………………….…………….… 16 2.3 Subdivision Improvements ……………………………………………………………………….……… 16 2.3.1 Roads - Common Access Drives, Access Road and Sidewalk, Curb and Gutter ………….……… 16 2.3.1.1 Common Access Drives ………………………………………………………………………… 16 2.3.1.2 Access by Stage Road ………………………………………………………………………….. 16 2.3.1.3 Access by Harmony Road ………………………………………………………………………. 17 2.3.1.4 Sidewalk, Curb and Gutter ……………………………………………………………………… 17 2.3.2 Utilities ………………………………………………………………………………………………. 17 2.3.2.1 Potable Water Supply ……………………………………………………………………………. 17 2.3.2.2 Sewer Service ……………………………………………………………………………………. 18 2.3.2.2.1 Stage Road PUD Internal Sewer System ………………………………………….. 18 2.3.2.3 Electric Service …………………………………………………………………………………… 18 2.3.2.4 Telephone, Cable TV, Fiber Optic and Natural Gas Utilities ………………………..………. 18 2.3.3. Cost Sharing and Reimbursement for Shared Utilities ……………………………………..…..…… 18 2.3.4 Cost of Subdivision Improvements ……………………………………………………………………. 19 2.3.5 Financial Assurances ………………………………………………………………………...………… 19 2.3.5.1 Administration of Letter of Credit ………………………………………………….………..…… 19 2.4 General Development Conditions …………………………………………………………………………….. 20 2.4.1 Protective Covenants - Stage Road PUD Homeowners Association …………..……………………..… 20 2.4.2 Design Guidelines ……………………………………………………………………………….…….… 20 2.4.3 Drainage ……………………………………………………………………………..………………...…. 20 2.4.4 Air Quality ………………………………………………………………………………………….….… 20 2.4.5 “Green” Construction ………………………………………………………………………………….… 20 2.4.6 Exterior Lighting …………………………………………………………………..………………...…… 20 2.4.7 Work in Public Rights-of-Way ………………………………………………………………….….……. 20 2.4.8 Damage to Public Rights-of-Way ………………………………………………………………….…… 20 17.6 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 4 2.4.9 Construction Hours ……………………………………………………………………………………… 21 2.4.10 Construction Management Plan ……………………………………………………………………… 21 2.4.11 Infrastructure and Removal of Fill ………………………………………………………………..……21 2.4.12 Erosion Control ………………………………………………………………………………….…..… 21 2.4.13 Street Impact Fees …………………………………………………………………………………..… 21 2.4.14 Storm Sewer ……………………………………………………………………………………….…… 21 2.4.15 Improvement Districts ……………………………………………………………………………....… 21 2.4.16 Fire Protection ……………………………………………………………………………………..…… 21 2.4.17 Fencing ………………………………………………………………………………………..………… 21 2.4.18 Dog Restriction - Stage Road PUD …………………………………………………………….….… 22 2.5 Vested Rights ………………………………………………………………………………………………....… 22 ARTICLE 3: Miscellaneous Provisions 3.1 City Acknowledgment of Developer’s Reserved Rights – Assignment ……………………………………. 22 3.2 Recording …………………………………………………………………………………………………….. 22 3.3 Amendment ……………………………………………………………………………………….………… 22 3.4 Notices ………………………………………………………………………………………………………… 23 3.5 Waiver ………………………………………………………………………………………………………… 23 3.6 Binding Effect …………………………………………………………………………………………………. 23 3.7 No Third Party Beneficiaries …………………………………………………………………………………. 23 3.8 Additional Documents or Action …………………………………………………………………………….. 23 3.9 Execution in Counterparts ……………………………………………………………………………………. 23 3.10 Paragraph Captions …………………………………………………………………………………………. 23 3.11 Severability ………………………………………………………………………………………………….. 23 3.12 Additional Documents or Action …………………………………………………………………...………… 24 ARTICLE 4: Enforcement 4.1 Governing Law - Contractual Relationship - Venue - Attorney Fees ……………………………………… 24 4.2 Developer’s Remedy for Default by City – General ……………………………………………………….. 24 4.3 Developer’s Remedy for Default by City - Failure to Provide Roads and Utilities ……………………… 24 4.4 City’s Remedy for Default by Developer ……………………………………………………………………… 24 4.5 Actions Against Annexation and Development …………………………………………………….………… 25 EXHIBITS ……………………………………………………………………………………………………………. 28 17.7PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 5 PUD CONTROL DOCUMENT, DEVELOPMENT AND VESTED RIGHTS AGREEMENT: STAGE ROAD SUBDIVISION/PUD THIS AGREEMENT is made and entered into this _____ day of _____________, 2003, by and between Bar\X Ranch LLC, a Colorado limited liability company, whose address is c/o Herbert S. Klein, Esq., 201 N. Mill St. #203, Aspen, CO. 81611, (hereinafter "Developer"), and the City of Aspen, a Colorado home rule municipal corporation, whose address is 130 South Galena Street, Aspen, Colorado 81611 (hereinafter "City"). WITNESSETH: WHEREAS, Developer is the owner and developer of certain real property located within the City, known as the Stage Road Subdivision/Planned Unit Development (“Stage Road PUD”), as approved and more particularly described in the City’s ordinance granting final plat and PUD approval, known as Ordinance No. ____, Series of 2004 (the “Ordinance”); and WHEREAS, Developer has submitted to the City an Application for Final PUD Development Plan Approval (the “Application”) pursuant to the Title 26, Land Use Regulations of the Aspen Municipal Code (the “Code”); and WHEREAS, the City granted its approval for the Final Plat for Stage Road PUD/ Subdivision (hereinafter the "Plat") recorded as Reception No. _______ in the Pitkin County records; and WHEREAS, the City has fully considered the Application and the Plat, the proposed development and improvement of Stage Road PUD contained therein, and the effects of the proposed development and improvement of said lands on adjoining or neighboring properties and property owners; and WHEREAS, the City has imposed certain conditions and requirements in connection with its approval, execution and recordation of the Plat, such matters being necessary to protect, promote and enhance the public welfare; and WHEREAS, Developer is willing to acknowledge, accept, abide by and faithfully perform the conditions and requirements imposed by the City in approving the Application and the Plat; and WHEREAS, City and Developer have previously entered into a Pre-Annexation Agreement and certain amendments thereto, the last and final version of which is known as the Amended and Restated Pre- Annexation Agreement Bar/X Ranch which is attached hereto and incorporated herein by this reference as Exhibit PAG-1 (the “Pre-Annexation Agreement”) for the Stage Road Subdivision / PUD (formerly known as the Bar/X Ranch); and WHEREAS, the Pre-Annexation Agreement, the Ordinance and the provisions of this Planned Unit Development Control Document, Development and Vested Rights Agreement (the “Control Document” or “Agreement”) and related approvals for Stage Road PUD provide for the conveyance by Developer of certain real property within Stage Road PUD to the City for use as an affordable housing project, which, together with certain other adjacent property owned by the City, is known as “Burlingame Village.” In connection with such approvals and conveyances, Developer has reserved certain rights and has been granted certain rights by the City, which the City agrees Developer shall have the right to exercise and the parties wish to memorialize their agreements with respect thereto; and 17.8 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 6 WHEREAS, Developer and the City have made certain other agreements in connection with the development of Stage Road PUD, some of which are set forth herein; and WHEREAS, the Plat and related documents evidencing the final approval of the Stage Road PUD/Subdivision constitute a site specific development plan under the provisions of the Code, Section 26.308.010, et seq. and § 24-68-101, et seq., C.R.S.; and WHEREAS, the City has determined that, taking into consideration the size of the development, market conditions, the investment in infrastructure made by the Developer and economic cycles, it is in the public interest that the duration of vested rights be extended for a total of twenty-five (25) years. NOW, THEREFORE, in consideration of the conveyance of real property by Developer to the City, and the undertakings of the parties as set forth herein and in the Plat, the Ordinance and this Control Document, the sufficiency of said consideration being hereby acknowledged, the parties agree as follows: ARTICLE ONE: General Provisions, Definitions and Purposes 1.1 The Property The land area (the “Property”) within the City of Aspen submitted to this Final Development Plan and designated a Planned Unit Development is more particularly described as set forth on Exhibit A, attached hereto and incorporated herein by this reference. The Property is subdivided as set forth on the Plat. 1.2 The Development Plan The Development Plan for Stage Road PUD/Subdivision is intended to promote the beneficial and creative development of the Property through the use of the Planned Unit Development process. The Development Plan is designed to promote the preservation of agricultural lands, the conservation of environmentally sensitive areas, the compatible development of residential lots and to allow for uses which the community deems important to its cultural and academic vitality. In addition, as provided for herein, the conveyance to the City by Developer of an approximately twenty-one and one-half (21.5) acre parcel of land (the “20 Acre Parcel”) for creation of Burlingame Village will significantly assist the City in its goal of providing affordable housing; all of the foregoing being consistent with the Aspen Area Community Plan and the Code. 1.2.1 Development Plan defined As used herein, the term “Development Plan” means the Final Development Plan for Stage Road PUD/Subdivision consisting of Ordinance No. ______, Series of 2004; Development Order issued therefore, this Control Document and all Exhibits hereto; the Plat; the Pre-Annexation Agreement, as amended; the Declaration of Protective Covenants for Stage Road PUD/Subdivision (the “Declaration”); the Declaration of Architectural Restrictions for Stage Road Subdivision, the Design Guidelines for Stage Road PUD/Subdivision, the utility and other engineering plans, specifications and associated documentation, (herein “Plans and Specifications”); the Final Zone District Map for Stage Road PUD/Subdivision and the Final Subdivision Plat submission. 1.3 Effect of PUD The approval of this PUD, constitutes a Zone District Amendment and a zoning of the Property through the imposition of overriding regulations, guidelines and standards. To the extent not specifically modified or varied by the Development Plan, the provisions of the Code shall remain applicable to the Property. 17.9PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 7 1.4 The Purpose The purpose of this PUD Control Document is to set forth and define the zoning and the overriding regulations, guidelines and standards which shall apply to the use and development of the Property. This PUD Control Document shall constitute an agreement between the City and Developer, and shall be enforceable by the City and by Developer and its successors and assigns as set forth herein. In the event of any conflict between the terms of this Agreement and the Ordinance, the terms of this Agreement shall be given paramount effect. The Pre-Annexation Agreement and its amendments also contain rights, terms and conditions which shall govern the development of the Stage Road PUD and Burlingame Village, many of which are not set forth in this Control Document. Such provisions are not superceded by this Control Document and shall be given effect except where there is a direct conflict between such provisions and the terms of this Control Document, in which case this Control Document shall be given paramount effect. 1.5 The Development As used herein, the term “Development” shall mean the PUD as defined below. 1.6 Name The name of the Planned Unit Development to be governed by this PUD Control Document is Stage Road PUD/Subdivision sometimes referred to herein as the PUD or as Stage Road PUD. 1.7 Authority The establishment and designation of the Property as a Planned Unit Development is authorized by the Planned Unit Development Act of 1972, C.R.S. § 4-67-101, et seq. and by Section 26.445 et seq., of the Code. 1.8 Amendments The parameters of the Development Plan for the PUD have been established and approved by the City Council of the City of Aspen pursuant to and in compliance with all notice, hearing and procedural requirements of State law and the Code. The Development Plan for the PUD may be amended from time to time, but only with the approval of the owners of the lands within the PUD to the extent required by the Declaration. Prior to applying to the City of Aspen for amendment to the Development Plan, an applicant shall, if necessary as may be required by the Declaration, obtain written approval for the amendment from the other owners of lands within the PUD. Residents and owners of property within the PUD hereby expressly waive any right to enforce the provisions of the Development Plan pursuant to § 24-67-106, C.R.S. ARTICLE 2: Development Requirements and Restrictions 2.1 Zoning and Regulatory Approvals. 2.1.1 Resolution and Ordinance of Approval The Stage Road PUD was processed under the special procedures of the Development Reasonably Necessary for the Convenience and Welfare of the Public (“COWOP”) provisions of the code Section 26-500, et seq. Conceptual subdivision and PUD development plan approval for Stage Road PUD/Subdivision was granted by the Burlingame COWOP Task Force and by the Aspen City Council. Final subdivision and PUD development plan approval for Stage Road Subdivision/PUD was granted by the Aspen City Council in Ordinance No. _____, approved and adopted on _________. By adoption of the Ordinance the Aspen City Council annexed the Property into the boundaries of the City, granted Final 17.10 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 8 PUD Development Plan and Subdivision Approval for Stage Road PUD, consisting of, among other things, the creation of twelve (12) single family lots (the “Free Market Lots”), a parcel shown on the Plat as Lot F and known as the “Fathering Parcel” with certain rights as set forth herein to develop five free market single family residences, including one Cabin (the “Cabin”) located at the Cabin Site shown on the Plat (the “Cabin Site”), a Ranch Manager’s residence parcel to be restricted as a Resident Occupied Affordable Housing Unit (the “Lot RM”), the creation of two (2) conservation easement areas, PUD approval for Lot C (“Cultural Use Area”) within which certain educational and cultural uses and facilities (the “Cultural Uses ”) may be developed and maintained and zoning of the Property to several zone districts which are appropriate for and which will facilitate the development thereof and which are consistent with the City of Aspen Annexation Plan - August 2002. The Ordinance also granted a growth management quota system exemption for the Free Market Lots, the development approved for the Fathering Parcel, Lot RM, Lot C and the Accessory Dwelling Units (“ADU”) allowed on the Free Market Lots. The exterior boundaries of the Free Market Lots, the Fathering Parcel, Lot C and the Lot RM, the two (2) Conservation Easement areas are depicted on the Plat which will be recorded contemporaneously with this Agreement. The Plat also depicts the allowed building envelopes and resulting set backs within the Free Market Lots. 2.1.2 Entitlements and PUD Variations Pursuant to the Pre-Annexation Agreement, the Property is entitled to develop the Fathering Parcel, Lot C, the RM Lot and the Free Market Lots in accordance with its terms (the ”Entitlements”). The Entitlements are set forth below and to the extent they require variations in the dimensional requirements for the (C) Conservation zone district, the (P) Public zone district and the AH/PUD zone district, such variations are approved as part of the Development Plan. 2.1.2.1 Fathering Parcel Entitlements and Approved Variations to the (C) Conservation Zone District The Fathering Parcel is zoned (C) Conservation. The Fathering Parcel contains fifty (50) acres and shall be permitted to have one main residence, up to three (3) additional residences (the “Four Residences”) and the Cabin. The allowable floor area for the Four Residences shall be the aggregate of 15,000 square feet. This allowable floor area of 15,000 square feet may be increased to a total of 18,000 square feet with the purchase and extinguishment of up to two (2) transferable development rights (“TDR”), as such TDR’s are established under the Pitkin County Land Use Code, from sending sites located anywhere in Pitkin County. For purposes of this paragraph, each such TDR shall allow the construction of an additional 1,500 square feet of allowable floor area. In the event that TDR’s are not available for purchase after a reasonable effort is made to do so, or the City Council rejects a specific TDR proposed for use by the land owner, a payment-in-lieu, in the amount of $200,000.00 plus an amount equivalent to any increase in the Consumer Price Index (hereinafter “CPI”) as calculated by the method suggested by Exhibit K, attached to the Pre- Annexation Agreement shall be made to the City’s Open Space Fund in order to increase the allowable sizes of the houses up to the maximum stated herein. The total allowable floor area may be divided among the Four Residences at the option of Developer. Such allocation shall be evidenced on the Plat or if not so designated at the time of recording of the Plat, in a subsequently recorded document. The Cabin located at the Cabin site as shown on the Plat shall have an allowable floor area of 1,500 square feet. The floor area of all non-residential ranch buildings shall be excluded in the calculation of allowable floor area for the Four Residences and the Cabin on the Fathering Parcel. The External Floor Area Ratio of the Conservation zone is hereby varied to allow the floor areas referred to above and the Maximum Allowable Volume requirement is hereby varied to “No Requirement.” Other zone district dimensional requirements in the following categories for the 17.11PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 9 residential and other uses in the Conservation zone district are not applicable and there shall be “No Requirement” for: Minimum lot width, Minimum front yard setback, Minimum side yard setback, Minimum rear yard setback and Minimum lot area per dwelling unit. All residential dwelling units created on the Fathering Parcel shall comply with the Stage Road Residential Design Guidelines (the “Design Regulations”) attached hereto and incorporated herein by this reference at Exhibit DR-1, to be recorded contemporaneously with the Plat and this Agreement. Other than compliance with standard building permit requirements which are generally applicable to residential buildings and which do not involve land use or zoning regulations or requirements, no further City reviews or approvals are required in connection with the development of the Fathering Parcel which is in compliance with the terms of this Control Document. 2.1.2.1.1 Fathering Parcel - Existing Units - ADU Requirements The Fathering Parcel, as of the date hereof, contains four dwelling units. They are generally described as follows: 1) a four bedroom single family residence of approximately 2,500 square feet in size; 2) a two bedroom single family residence of approximately 1300 square feet in size; 3) a duplex building containing two dwelling units as follows: a three bedroom apartment of approximately 1300 square feet in size and a two bedroom apartment of approximately 1300 square feet in size. If any existing residential unit on the Fathering Parcel is replaced with a new unit that exceeds 4,000 square feet of floor area, then an ADU shall be either constructed or be exempted by the purchase and extinguishment of a TDR from Pitkin County or by a payment- lieu thereof in the same manner as for other Free Market Units as set forth in Section 2.1.2.5.1 below. 2.1.2.1.2. The Cabin - Environmental Reviews and Restrictions The site of the cabin shall be as shown on the Plat, which site has been determined to be outside of sensitive areas regulated by Sec. 26.435.040 of the Code or any other provisions of said Code related to aesthetics, wildlife migration corridors, trail development, river impacts and other similar matters. However, any change in the location of the cabin site may require, if applicable, its development to be reviewed and approved by the Planning & Zoning Commission pursuant to the standards of review set forth at Section 26.435.040 of the Code or any other applicable provisions of said Code related to aesthetics, wildlife migration corridors, river impacts and other similar matters in effect on the date of this Agreement. The Maroon Creek Canyon Conservation Easement, referred to in Section 2.2.2 below shall contain restrictions which limit lighting of the Cabin to periods of time when it is occupied, and prohibit dogs (other than farm dogs belonging to owners or employees of the Stage Road PUD, and specially trained service dogs for use by visually impaired persons or persons with other medical needs) from the cabin site. 2.1.2.1.2.1 The Cabin - Access and Fire Protection Due to the desire to avoid direct, year round, road access to the Cabin, alternative access such as via a stairway or funicular will be permitted and in such case the cabin shall be sprinklered, a fire hydrant, hoses and other non-vehicular fire fighting equipment shall be placed at or near the cabin and the Developer shall execute a waiver and release of claims in favor of the City and all emergency service providers for any injuries, death, or property damage which may occur due to the absence of a year round road to the cabin. Construction of the Cabin may take place only during the months of July through September. Following the construction of the cabin, Developer shall be responsible for the complete restoration of any new construction access roads or new utility access easements 17.12 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 10 required during construction. The Maroon Creek Canyon Conservation Easement, referred to in Section 2.2.2 also below contains restrictions with respect to the Cabin. 2.1.2.2 Cultural Use Area: Entitlements and Approved Variations to the (P) Public Zone District The Cultural Use Area shown as Lot C on the Plat consists of 3.00 acres and is zoned (P) Public. Permitted uses under this zone include all the requested uses, and an exemption from GMQS under 26.470.070.H – Essential Public Facilities is available and approved for the following uses and facilities, densities, floor area and dimensional variations: The Cultural Use Area will be restricted to public and private non-profit uses providing a community service, according to 26.710.250 – the P (Public) Zone District. Two building complexes are approved: (1) a Residential Teaching House to accommodate visiting guests of non-profits, such as artists, musicians and lecturers, and (2) a Cultural Building which houses the non-residential facilities. The Residential Teaching House may contain 12 two bedroom apartments together with common spaces and usual ancillary spaces, all not to exceed 11,200 sq.ft. total floor area. The “living room” areas of these apartments will be designed for use as art studios, practice rooms, or seminar rooms during working hours. The Residential Teaching House will also contain one ADU not to exceed 800 sq.ft. for an employee caretaker. The Cultural Building contains an office; library; teaching spaces and workshops; and a gallery or large teaching space which can also function as an assembly hall not to exceed 150 seats, all not to exceed 7,000 sq.ft. in total floor area. The Cultural Building will also contain one ADU not to exceed 800 sq.ft. for an employee/caretaker. These two buildings will use high-mass, passive solar construction. They are limited to a single story and their flat roofs will be landscaped to match the natural terrain surrounding them. The Residential Teaching House will be set into a natural swale, and to the east, north, and west the roof will not rise above the elevation of the surrounding ridges. The Cultural Building is set on an existing bench in the landscape, and its roof will not rise above the ridgeline to the south of it. Parking for 30 cars, either entirely surrounded by a landscaped berm or provided at a basement level, will be constructed. This lot shall have the right to connect to the Burlingame Village public road system via the easement retained through the 20 Acre Parcel. 2.1.2.3 Fathering Parcel - Restriction Against Certain Uses, Further Subdivision and Dimensional Variations The allowed uses on the Fathering Parcel are limited to the foregoing described residential uses and agricultural, equestrian, recreation, cultural, academic or open space uses and other ranch and farm type uses. All lands that are subject to the Agricultural Lands Conservation Easement, described in Section 2.2.2 below, shall be limited to the above uses or shall be required to remain in their natural vegetative state. The term “natural vegetative state” includes the introduction of indigenous plant and tree species, and agricultural crops. The Fathering Parcel is hereby restricted against further subdivision, except that this restriction shall not limit an amendment to the development plan which results in residential density that is equal to or less than the density approved under this Agreement. No high intensity agricultural uses such as hog farms, feed lots or large-scale animal or food processing operations are permitted. 17.13PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 11 2.1.2.4 Ranch Manager’s Lot The Plat identifies the location of a residential lot, zoned AH/PUD, on the Fathering Parcel, near the 20 Acre Parcel, for use as a Resident Occupied Unit for use by the ranch manager of the Stage Road PUD (“Ranch Manager’s Lot” or “Lot RM”). This lot shall have the right to connect to (1) the Burlingame Village public road system, and (2) adjoining Burlingame Village utilities. The owner of the Fathering Parcel shall have the right to use this lot in any manner allowed by the City of Aspen Municipal Code and the Aspen/Pitkin County Affordable Housing Guidelines, including retaining or disposing of title and/or retaining an option to repurchase it from a ranch manager upon the cessation of employment of such ranch manager with the Stage Road PUD, provided that the lot is occupied by an employee engaged for employment on the Stage Road PUD. Before the recordation of the Plat, Developer shall prepare for the City Attorney’s review, a deed restriction consistent with this paragraph to be recorded along with the Plat. The Ranch Manager’s Lot shall not be counted towards the number of affordable housing units proposed as part of Burlingame Village. Neither the cost of building the Ranch Manager’s Lot nor the cost of extension of any utility lines such as water, electric, cable, etc. from Burlingame Village to the Ranch Manager’s Lot, shall be at City’s expense. 2.1.2.5 Free Market Lots Developer shall have the right to develop a total of twelve (12) Free Market Lots known as Lots 1 through 12 as shown on the Plat, with the right to develop a single family dwelling unit and accessory uses on each of said lots. 2.1.2.5.1 Free Market Lots - Floor Area The allowable floor area of each single family dwelling, exclusive of accessory buildings, on each of the 12 Free Market Lots shall be 7,500 square feet. The allowable floor area of each dwelling unit may be increased to 10,000 square feet with the purchase and extinguishment of one TDR. For purposes of this provision, each TDR shall allow construction of 2500 square feet. In the event that TDR’s are not available for purchase after a reasonable effort is made to do so, or the City Council rejects a specific TDR proposed for use by the land owner, a payment-in-lieu, in the amount of $200,000.00 plus an amount equivalent to any increase in the Consumer Price Index (hereinafter “CPI”) as calculated by the method suggested by Exhibit K, attached to the Pre-Annexation Agreement shall be made to the City’s Open Space Fund in order to increase the allowable sizes of the houses up to the maximum stated herein. 2.1.2.5.2 Free Market Lots - Building Envelopes, Landscaping, Etc. Building envelopes for each Free Market Lot are shown on the Plat. All urban landscaping within the building envelopes shall be limited to within 100 feet of building exteriors or as further restricted in the Design Guidelines. Landscaping, ponds, fences, and ranch, farming, equestrian and recreational uses and accessory structures associated with equestrian activities shall be allowed outside of building envelopes on all Free Market Lots. Areas of lots not subject to these uses and outside of the area within which urban landscaping is allowed, shall be required to remain in their natural vegetative state. The term “natural vegetative state” may include the introduction of indigenous plant and tree species. A landscape plan will be recorded along with the Plat. Additional landscaping requirements are set forth in the Design Regulations. 2.1.2.5.3 Free Market Lots - Accessory Dwelling Units Each dwelling unit on a Free Market Lot shall include an Accessory Dwelling Unit (“ADU”) with a minimum of 600 square feet and a maximum of 1,000 square feet. Each ADU required to be constructed shall be constructed at the same time as the construction of the Free Market 17.14 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 12 dwelling unit to which it is attributable. The ADU’s shall be subject to the occupancy requirements and allowances of the City’s ADU regulations in effect on June 1, 2000, a copy of which is attached hereto and incorporated herein by this reference at Exhibit ADU-1. The ADU’s may be either attached to the main residence or may be detached. The requirement to build an ADU may be exempted with the purchase and extinguishment of a TDR. In the event that TDR’s are not available for purchase after a reasonable effort is made to do so, or the City Council rejects a specific TDR proposed for use by the land owner, a payment-in-lieu, in the amount of $200,000.00 plus an amount equivalent to any increase in the Consumer Price Index (hereinafter “CPI”) as calculated by the method suggested by Exhibit K, attached to the Pre- Annexation Agreement shall be made to the City’s Open Space Fund in order to increase the allowable sizes of the houses up to the maximum stated herein. 2.1.2.5.4 Free Market Lots. Maroon Creek Viewplane Construction on the Free Market Lots 7, 8, 9, 10, and 11 shall not impact the “Maroon Creek Viewplane” as depicted on the Plat. The purpose of the Maroon Creek Viewplane is to ensure that no rooms, decks, or lighting constructed on these Free Market Lots located above the Maroon Creek Canyon create an adverse visual impact when viewed from the floor of the Maroon Creek Canyon immediately below each Free Market dwelling unit. The Declaration of Architectural Restrictions for Stage Road Subdivision includes a covenant prohibiting construction which encroaches within said viewplane and the City of Aspen shall be a beneficiary of this covenant. The covenant shall require that prior to construction on any such lot, a site specific analysis by a certified surveyor or engineer demonstrating that the proposed construction, conforms to the Plat restriction shall be reviewed and approved by the Community Development Department. 2.1.2.6 Calculation of Floor Area The calculation of allowable floor area for all structures and units approved for development in the Stage Road PUD shall be made in accordance with the City’s floor area regulations in effect as of June 1, 2000, a copy of such regulations is attached hereto and incorporated herein by this reference at Exhibit FA-1; provided, however, the maximum allowable floor areas set forth in this Agreement shall not be reduced (i.e., all required adjustments for calculating allowable floor area, such as steep slopes, easements, etc., have already been considered in determining the floor areas set forth in this Agreement), nor shall the square footage of ADU’s be included in the calculation of square footage for the free market dwelling units on the Free Market Lots or the Fathering Parcel. 2.1.2.7 Further Subdivision The Free Market Lots are hereby restricted against further subdivision, except that this restriction shall not limit an amendment to the development plan for the Stage Road PUD which results in residential density that is equal to or less than the density approved under this Agreement. 2.2. Exactions and Restricted Lands 2.2.1 20 Acre Parcel The 20 Acre Parcel shall be conveyed by Developer to City by special warranty deed in the form of Exhibit SWD attached hereto and incorporated herein by this reference following the recording of the Plat and upon expiration of the Appeal Period as defined at Paragraph 20 of the Pre-Annexation Agreement (attached at Exhibit PAG-1) or any other matter which affects the development of the Stage Road PUD having been challenged and finally determined against the party challenging the Entitlements 17.15PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 13 or other rights granted by the City to the Stage Road PUD, and provided City has fulfilled all of its obligations required by the Pre-Annexation Agreement to be performed prior to such conveyance. The uses and limitations on density for the 20 Acre Parcel shall be as set forth in the Pre-Annexation Agreement and its amendments. The deed conveying the 20 Acre Parcel shall contain use and density limitations by reference to the Pre-Annexation Agreement and Developer’s reservations of access and utility easements therein in accordance with the Pre-Annexation Agreement, and as set forth on Exhibit SWD. 2.2.1.1 Satisfaction of Affordable Housing Mitigation Obligations As stated in the Pre-Annexation Agreement and reiterated herein, the conveyance of the 20 Acre Parcel to the City fulfills and fully satisfies all of Developer’s obligations for the provision of Affordable Housing associated with the Stage Road PUD and any future affordable housing requirements imposed by the City and Developer shall have no further or other obligations whatsoever with respect to the construction or provision of affordable housing. 2.2.1.2 Timing of Production of Affordable Housing Units The City shall, on a good faith efforts basis, develop affordable housing units on the 20 Acre Parcel on a schedule commensurate with the development of the Free Market Lots by the Developer or the purchasers of said lots. This effort contemplates that the City shall receive a Certificate of Occupancy for three (3) affordable housing units at or before the time each Free Market Lot dwelling unit receives final building inspections, until such time as the City has developed the minimum number of affordable housing units required by the AH/PUD zone district to mitigate housing demands generated by the development of the Free Market Lots and the Fathering Parcel. The development of the Free Market Lots and the Fathering Parcel as allowed by the Development Plan, shall not be delayed or hindered in any way in the event the City fails to develop these affordable housing units in accordance with this Agreement. 2.2.1.3 Dog Restriction - 20 Acre Parcel In order to protect wildlife, ranch cattle, horses and other livestock from harassment, the General Declarations of Covenants, Conditions and Restrictions to be imposed on Burlingame Village shall include provisions and penalties that prohibit dog ownership (other than specially trained service dogs for use by visually impaired persons or persons with other medical needs). The Burlingame Village homeowners association shall be required through appropriate covenants to vigorously enforce these restrictions. In the absence of effective enforcement of this provision by said homeowners’ association, this restriction shall be enforced by the City. 2.2.1.4 Parks And Play Fields City may construct play fields, including without limitation, baseball or soccer fields, within the 20 Acre Parcel. However, the City shall neither include any such fields as part of the City’s recreation program nor shall the City schedule any organized activities of the City on these fields. Ownership of these fields shall be vested in the homeowners association of Burlingame Village with appropriate covenants ensuring maintenance and enforcement of regulations for their use. 2.2.1.5 Lease of 20 Acre Parcel Subsequent to the conveyance to City of the 20 Acre Parcel and prior to commencement of development activities on it for Burlingame Village, Developer shall have the right to lease the 20 Acre Parcel from the City for agricultural purposes. The rental amount shall be at prevailing rates for grazing and crop production land. Any such lease shall terminate at such time as City commences 17.16 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 14 development of the 20 Acre Parcel. During the term of such lease Developer shall be entitled to use the water rights appurtenant to the 20 Acre Parcel to maintain its historic irrigation. 2.2.2 Conservation Easements - Fathering Parcel Developer shall place two conservation easements on certain portions of the Fathering Parcel. One easement shall be placed on lands which contain valuable historically irrigated and agricultural lands ( the “Agricultural Lands Conservation Easement”), in the form of Exhibit AL-EAS-1, attached hereto and incorporated herein by this reference. The other shall be placed on lands which are located on lands that have important riparian and related wildlife values (the “Maroon Creek Canyon Conservation Easement”),in the form of Exhibit MCC-EAS-1, attached hereto and incorporated herein by this reference. These easements are collectively referred to herein as the “Conservation Easements.” 2.2.2.1 Timing of Grant of Conservation Easements Developer shall record the Conservation Easements following the recording of the Plat and upon expiration of the Appeal Period as defined at Paragraph 20 of the Pre-Annexation Agreement (attached at Exhibit PAG-1) or any other matter which affects the development, having been challenged and finally determined against the party challenging the Entitlements or other rights granted by the City to the Stage Road PUD. 2.2.2.2 Assignment of Conservation Easement At the time of the initial recording of the Conservation Easements, the City shall be the grantee and beneficiary of them. At any time subsequent thereto, Developer shall have the right to designate a successor grantee and beneficiary (“Successor Grantee”) of the City’s interests in either or both of the Conservation Easements. Developer shall provide to the City, for its review and approval, a form of assignment of the City’s interest in either or both of the Conservation Easements together with all relevant information about the Successor Grantee. Provided that such Successor Grantee is a recognized conservation, agricultural or preservation organization which has a demonstrated capability to administer the particular easement which Developer wishes to have assigned, City’s approval and execution of the assignment shall not be unreasonably withheld or delayed. Notwithstanding such assignment, City’s consent shall be required for any amendment to the Conservation Easements which changes the allowed use of the areas as permitted in the Conservation Easements. City shall remain a beneficiary of the Conservation Easements in order to exercise such rights. 2.2.3 Conservation Easements - City - Back Bowl and Burlingame Ranch Adjacent to the Stage Road PUD is the City owned Burlingame Ranch. Within the Burlingame Ranch is an area known as the “Back Bowl.” City agrees to place conservation easements within certain lands located within Burlingame Ranch as provided for below. The precise terms of these easements shall be determined during the land use approval process for Burlingame Village, however, the terms shall not substantially differ from or diminish the conservation intentions of these easements as set forth below. The easements shall be recorded against the Burlingame Ranch property at the time of final approval of the first phase of Burlingame Village; provided, however, in the event such approval and recording does not occur within one year after the date of recording this Control Document, City shall, nevertheless, prepare the final text of such easements and provide said text to Developer for its review and approval, which shall not be unreasonably withheld or delayed, and then, promptly record said easements. From the date of recording this Control Document until said easements are recorded, City shall not undertake any uses of the portions of the Burlingame Ranch which are to be subjected to the easements that are inconsistent with the intentions of the provisions for the easements as set forth below. 17.17PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 15 2.2.3.1 Burlingame Ranch Conservation Easement City shall place a conservation easement to the benefit of the City and the Aspen Valley Land Trust or other similar organization, which prohibits further residential development on all of the Burlingame Ranch east of State Highway 82, except for the Back Bowl (which is provided for in a separate conservation easement described below), and except for Burlingame Village Parcel, Parcel B (the MAA housing project), Parcels C and D (US West and Ventnor Avenue Housing projects) and a strip of land which is 150 feet wide or to the toe of the slope (whichever is wider) of the Burlingame Ranch which adjoins highway 82. The conservation easement shall protect open space values and its terms shall be determined during the land use approval process for Burlingame Village. 2.2.3.2 Back Bowl Conservation Easement The Back Bowl shall be made subject to a conservation easement dedicating its use to open space in perpetuity. Said conservation easement shall be to the benefit of the City, the Aspen Valley Land Trust or other similar organization. 2.2.3.3 Conservation Easements - Additional Beneficiary The consent of the owner of the Fathering Parcel shall be required for any amendment to the conservation easements placed on the Burlingame Ranch by the City which changes the allowed use of the areas as permitted in the conservation easements. The text of said easements shall each contain such requirement and Developer shall be named as a beneficiary of these conservation easements in order to exercise such rights. 2.2.3.4 Fathering Parcel Agricultural Easements - Free Market Lots Developer shall reserve, for itself and its permitted assigns, the right to conduct agricultural, farm, ranch and related recreational and equestrian activities on certain portions of the Free Market Lots (the “Fathering Parcel Agricultural Easement”) The location of the Fathering Parcel Agricultural Easements are shown on the Plat and the terms of the reservations applicable to them are set forth in the Declarations. 2.2.4 Trails No public trails shall be required to be dedicated or created within the Stage Road PUD. 2.2.5 Transportation Demand Management The methods of addressing TDM requirements are set forth in Exhibit TDM-1, attached hereto and incorporated herein by this reference. 2.2.6 Property Tax Valuation Any owner of a Free Market Lot who improves a lot with residential improvements which result in a new property tax classification for such lot based on a change of use from agricultural to residential shall be forever barred from subsequently applying for reclassification of such lot to anything other than a “residential real property” category for property tax valuation and assessment purposes, as such term is defined and applied in Section 39-1-102, et seq., C.R.S. 2.2.7 School Land Dedication Fees The owner of each Free Market Lot shall pay the required School Land Dedication Fee to the City, which is due and payable at the time of building permit application for the development of its lot. This fee shall be assessed at the rate of the regulations and calculations in effect at the time of the building permit application. 17.18 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 16 2.2.8 Park Development Impact Fees The owner of each Free Market Lot shall pay the required Park Development Impact Fee to the City of Aspen, which is due and payable at the time of building permit application for the development of its parcel. This fee shall be assessed at the rate of the regulations and calculations in effect at the time of the building permit application. 2.3 Subdivision Improvements 2.3.1 Roads - Common Access Drives, Access Road and Sidewalk, Curb and Gutter City, at its sole expense, shall construct and install such roads as are required for the construction of Burlingame Village and shall design the same to facilitate usage of Stage Road as the Primary access for the Stage Road PUD. Not later than thirty (30) months (which may be extended by mutual agreement of the parties) after the recording of the Plat for the Stage Road PUD, City, at its sole expense, shall have extended all roads which may be necessary to facilitate access to the Stage Road PUD along Harmony Road and Old Stage Road to the Fathering Parcel’s Eastern boundary with Old Stage Road in accordance with the terms of the Pre-Annexation Agreement and its amendments and as shown on Exhibit D to it (all attached hereto at Exhibit PAG-1). 2.3.1.1 Common Access Drives Vehicular access to the Free Market Lots shall be along the private roads shown on the Plat and named Stage Road (including the northern extension to existing Stage Road) and Stage Road South. Developer shall be responsible to construct such northern extension to Stage Road in connection with the construction of any dwelling units on Free Market Lots 7 through 12, and Stage Road South in connection with the construction of any dwelling units on Free Market Lots 1 through 4. Lot 5, Lot 6, and the Fathering Parcel shall have direct access off existing Stage Road. Developer shall be responsible for the improvement of existing Stage Road and the construction of the northerly extension of Stage Road and the construction of Stage Road South, all as subdivision improvements in accordance with Section 2.3.4 of this Agreement and according to the Plans and Specifications. After completion of construction of said roads, all costs associated with the maintenance and repair, including snowplowing, of said roads shall be paid by the owners of the Free Market Lots. 2.3.1.2 Access by Stage Road Vehicular and pedestrian access to the Free Market Lots and primary access to the Fathering Parcel shall be from Stage Road as shown on the Plat. The historic prescriptive easement for public access along Stage Road lies partly within the boundaries of the Stage Road PUD. City shall, simultaneously with recording of the Plat, vacate said portion of Stage Road within Stage Road PUD as a former public road and it shall thereupon be a private road. Developer has conveyed, or shall convey upon the completion of the vacation process, an easement for the benefit of owners of other lands served by said road, in the form of Exhibit EAS-1, attached hereto and incorporated herein by this reference. After completion of said vacation process, all costs associated with the maintenance and repair, including snowplowing, of Stage Road, shall be paid by the owners of the Free Market Lots as provided for in the Declaration. City shall be responsible for maintenance, repair and snow plowing of the public portions of Stage Road. Secondary access to the Fathering Parcel and emergency access for the Free Market Lots shall be accommodated through the 20 Acre Parcel along the easement reserved by Developer in the deed conveying said parcel to the City. Within one year after the issuance of the first building permit for construction of a dwelling unit on a Free Market Lot, Developer shall construct the pedestrian path along the northerly side of Stage Road as shown 17.19PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 17 on the Plat in accordance with the Plans and Specifications. 2.3.1.3 Access by Harmony Road Vehicular and pedestrian access to the Ranch Manager’s Lot (Lot RM) and to the Cultural Use Area (Lot C) shall be from the 20 Acre Parcel and Harmony Road along the easement reserved by Developer in the deed conveying said parcel to the City. 2.3.1.4 Sidewalk, Curb and Gutter City agrees that, because of its rural character and location outside of the City’s street grid system, the Residential Design Standards of Chapter 26.410 of the Aspen Land Use Code, and the requirements for street paving, sidewalks, curbs and gutters, shall not be applied to the Stage Road PUD. Nothing herein shall prevent Developer from constructing improvements at its discretion such as paving or chip sealing said roads, construction of sidewalks, curbs and gutters. 2.3.2 Utilities City, at its sole expense, shall construct and install such utilities as are required for the construction of Burlingame Village, and subject to the cost reimbursement provisions hereof, City shall construct and initially pay for the shared utilities described below. Where such utilities shall also serve the Stage Road PUD they shall be sized to accommodate both. Not later than thirty (30) months (which may be extended by mutual agreement of the parties) after the recording of the Plat map for the Stage Road PUD, City, at its sole expense, shall have extended utilities to the locations as shown on the Revised Shared Utilities Plan Exhibit RSU-1 which replaces and supercedes Exhibit D to the Pre-Annexation Agreement. The utilities for which costs are to be shared between City and Developer (the “Shared Utilities”) are identified as such on said Exhibit RSU-1. Developer shall install all utilities necessary to serve the Stage Road PUD that are not to be constructed and installed by the City, as shown on Exhibit RSU-1, attached hereto. As provided for in the Pre-Annexation Agreement and its amendments and the Water Service Agreement (the “WSA”) which is attached as Exhibit F to the Pre-Annexation Agreement (attached hereto as Exhibit PAG-1), detailed engineering designs for potable water and sewer lines may not be available at the time of recording the Plat. In such event, the Plat shall reserve easements within which such utilities will be placed and after their installation, a revised Plat sheet(s) describing their as-built locations shall be recorded and such easements dedicated to the utility providers. The utilities for which costs are not shared with the City and for which Developer is responsible for installing and paying for shall be installed as subdivision improvements in accordance with Section 2.3.4 of this Agreement. City shall construct roads and utilities as required by the Pre-Annexation Agreement and its amendments, regardless of whether or not the City has completed its development processes for Burlingame Village. The provisions for cost sharing for Shared Utilities for the Stage Road PUD contained in Section 2.3.3 below and the Pre-Annexation Agreement and its amendments and the WSA shall be followed. 2.3.2.1 Potable Water Supply The WSA contains provisions, for among other things, the design and construction of water utilities to serve the Stage Road PUD, cost sharing provisions related thereto and the conveyance by Developer of certain water rights to the City. City and Developer shall comply with the terms of the WSA in the development of the Stage Road PUD, including, among other things, its requirements for the conveyance of certain water rights. 2.3.2.2 Sewer Service Not later than thirty (30) months (which may be extended by mutual agreement of the parties) after the recording of the Plat for the Stage Road PUD, City, at its sole expense, shall have designed and 17.20 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 18 constructed a new sewer line from the existing sewer main to the boundary of the 20 Acre parcel as shown on the Revised Shared Utilities Plan. The relocation of the sewer line from the location shown on Exhibit D to the Preannexation Agreement to the location shown on Exhibit RSU-1 hereto may result in the requirement for a lift station to serve the Stage Road PUD. In such event City shall pay for the costs of said lift station. 2.3.2.2.1 Stage Road PUD Internal Sewer System The sewer system serving only the Stage Road PUD constructed by Developer, shall be constructed as a subdivision improvement in accordance with Section 2.3.4 of this Agreement and according to the Plans and Specifications. Developer shall be required to show to ACSD all service locations at the station numbers on the final utility plans for Stage Road PUD prior to building permit application. In addition, Developer shall execute a “Line Extension Request” and a “Collection System Agreement” with ACSD prior to building permit application. Unless otherwise agreed to by Developer and ACSD the connection fees shall be paid by the owner of the lot or parcel seeking service at the time service is established to such owner’s lot or parcel. 2.3.2.3 Electric Service Exhibit D to the Pre-Annexation Agreement, attached hereto at Exhibit PAG-1 shows the locations of the existing overhead power lines and defines those sections of line that will be placed underground at City’s sole expense and at Developer’s sole expense. Within thirty (30) months of recordation of the Plat, City shall complete the work necessary to underground the section of line for which it is responsible. Developer shall underground the section of line for which it is responsible as well as the internal electrical service for the Stage Road PUD in accordance with Plans and Specifications and as a subdivision improvement under Section 2.3.4 below. 2.3.2.4 Telephone, Cable TV, Fiber Optic and Natural Gas Utilities The Plans and Specifications show the locations for distribution lines for telephone, Cable TV, fiber optic lines and natural gas to serve the Stage Road PUD. Developer shall install such utilities at its sole cost and expense in accordance with Plans and Specifications and as a subdivision improvement under Section 2.3.4 below. 2.3.3. Cost Sharing and Reimbursement for Shared Utilities City shall be reimbursed by Developer for one-third of Developer’s share of the total installation cost of the particular Shared Utilities constructed and installed by the City, at the time of issuance of the building permit for the first Free Market Lot. Developer shall reimburse City an additional one-third of Developer’s share of the total installation cost of the particular utilities so requested and provided at the time of issuance of the building permit for the second Free Market Lot. City shall be reimbursed the remaining amount of Developer’s share of the total installation cost of the particular utilities so provided at the time of issuance of the building permit for the third Free Market Lot. Notwithstanding the foregoing, however, Developer shall reimburse City for its share of the costs of the Shared Utilities provided to the Stage Road PUD not later than the fifth anniversary of the completion and activation of said utilities, subject to any subsequent adjustments as provided for below. Said reimbursement shall be made together with interest at the rate of 8% per annum computed from the date said funds were advanced by City to the date of reimbursement. In addition, at the same time as reimbursements are required as set forth above, Developer shall reimburse City for Developer’s share of the cost of installation of any redundant looped segments of potable water utility systems which are constructed for the primary benefit of the Free Market Component and the Affordable Housing Component, based on the ratio of ECUs determined under the WSA. Adjustments to the initial charge for the Stage Road PUD shall be made upon final construction of all residences in the Stage Road PUD or as otherwise provided for in paragraph 5 of the 17.21PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 19 WSA. An “ECU” as defined in the Aspen Municipal Code, is a “unit reflecting that part of the capacity of the [City] water system necessary to serve a standard water customer, with multiples or fractions of the unit including a maximum number and type of water fixtures, a maximum irrigated area, certain cooking facilities, or other water demand factors.” This definition shall govern the calculations necessary to be made under this Agreement and the WSA notwithstanding any amendments to Aspen Municipal Code § 25.08.060(e) made subsequent to the recording of the Plat. 2.3.4 Cost of Subdivision Improvements Prior to the earlier to occur of the first sale of a Free Market Lot or the first application for a building permit on a Free Market Lot, Developer shall provide the City Engineering Department with the then current estimated cost of the subdivision improvements which are not Shared Utilities and which are the Developer’s sole obligation together with the financial guarantee described in section 2.3.5 below. Developer shall complete construction of the aforesaid subdivision improvements in accordance with a Construction Schedule to be submitted to the City Engineering Department simultaneously with submission of the financial guarantee described in Section 2.3.5 hereof. For purposes of this Section 2.3.4 and 2.3.5 below, a bulk sale of all the Free Market Lots shall not trigger these requirements. 2.3.5 Financial Assurances In order to ensure construction and installation of the subdivision improvements which are not Shared Utilities and which are the Developer’s sole obligation, and to guarantee 100 percent of the current estimated cost of said subdivision improvements, Developer shall provide to the City an irrevocable letter of credit from a financially responsible lender in the amount of the estimated cost of the subdivision improvements referred to in Section 2.3.4 above. 2.3.5.1 Administration of Letter of Credit The Letter of Credit shall be in a form reasonably acceptable to the City Attorney and the City Manager, and give the City the unconditional right, upon default by Developer to draw on funds as necessary and upon demand to partially or fully complete and/or pay for any of such improvements or pay any outstanding and delinquent bills for work done thereon by any party, with any excess letter of credit amounts to be applied first to additional administrative or legal costs associated with any such default and the repair of any deterioration in improvements already constructed before the unused remainder, if any, of such Letter of Credit is released to Developer. Provided, however, that Developer shall be given fourteen (14) days written notice of default (and the right to cure during said period) prior to the City’s ability to make a draw under any Letter of Credit. Notwithstanding the foregoing, delays or other problems resulting from acts of God or other events beyond the reasonable control of Developer shall not constitute a default hereunder so long as a good faith effort is being made to remedy the problem and the problem is in fact resolved within a reasonable period of time following its occurrence. As portions of the improvements required are completed, the City Engineer shall inspect the subdivision improvements and upon approval and written acceptance, a reduction in the outstanding amount of the applicable Letter of Credit shall be authorized in an amount equal to the agreed estimated cost for the completed portion of the improvements; provided, however, that ten percent (10%) of the estimated cost shall be withheld until all proposed improvements are completed and approved by the City Engineer. Compliance with the procedure set forth in Section 2.5 below pertaining to the procedure for default and amendment of this Agreement shall not be required with respect to the enforcement and implementation of these financial assurances and guarantees to be provided by Developer as set forth above. 17.22 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 20 2.4 General Development Conditions 2.4.1 Protective Covenants - Stage Road PUD Homeowners Association The Declaration sets forth various restrictions and covenants for use and development of the Stage Road PUD, including, among other things, the creation of a Homeowners Association with the authority to administer the Declarations. The Declarations shall be recorded along with the Plat. 2.4.2 Design Guidelines The Design Regulations attached at Exhibit DR-1 shall govern the development within Stage Road PUD are in lieu of the Residential Design Standards of Chapter 26.410 of the Aspen Land Use Code. The Design Regulations may be amended as provided for by them, subject to the approval of the City, which approval shall not be unreasonably withheld or delayed. The Architectural Control Committee established by the Declaration of Architectural Restrictions for Stage Road Subdivision shall ensure that the Design Regulations are enforced. 2.4.3 Drainage Development of Stage Road PUD shall comply with the most recent municipal engineering practice standards and the “Best Management Practices” (BMPs) identified for water quality control requirements. 2.4.4 Air Quality The finished graveled road surfaces of existing Stage Road, Stage Road extension, and Stage Road South shall be treated regularly with materials such as “Road Oyl” which are ecologically safe and which prevent the release of small particulates into the air. 2.4.5 “Green” Construction The construction of residences within the Free Market Component shall comply with or exceed the provisions of any ordinances adopted by City requiring environmentally appropriate construction (also known as "green" construction) techniques, materials and design, that are generally applicable throughout the City to all residential construction, as the same may exist from time to time.The specific requirements necessary to satisfy this obligation are set forth in the Green Construction and Energy Efficiency guidelines attached to the Design Regulations at Exhibit DR-1, hereto. 2.4.6 Exterior Lighting All exterior lighting within Stage Road PUD shall comply with the Design Regulations attached at Exhibit DR-1, provided however, to the extent that the City’s lighting standards set forth at Section 26.575.150 of the Code are more restrictive, as they are in effect from time to time, the more restrictive provision shall be given effect, and shall be adopted into the Design Regulations by the Architectural Control Committee. 2.4.7 Work in Public Rights-of-Way Developer or the Owner of a Free Market Lot, as applicable, shall first receive the approval of the appropriate City Department and/or utility/service district prior to commencement of any work within a public right-of-way. 2.4.8 Damage to Public Rights-of-Way Developer or the Owner of a Free Market Lot, as applicable, shall repair any public right-of-way damaged during construction on any lot or parcel within Stage Road PUD prior to issuance of a certificate of occupancy for any structure on said lot or parcel. 17.23PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 21 2.4.9 Construction Hours Construction activity within Stage Road PUD shall be limited to the hours between 7:00 a.m. and 8:00 p.m., Monday through Saturday. Heavy equipment operation and other loud noise from construction shall be prohibited between 6:00 p.m. and 7:00 a.m. No construction activity shall be permitted on Sunday. 2.4.10 Construction Management Plan During all construction activities on Stage Road PUD, Developer or the Owner of a Free Market Lot, as applicable, shall comply with the Construction Management Plan that will be submitted prior to building permit issuance. 2.4.11 Infrastructure and Removal of Fill Developer shall have the right to apply for permits for construction of infrastructure and removal of fill from Stage Road PUD at any time after approval of the Ordinance. 2.4.12 Erosion Control Erosion control plans, including potential natural resource protection structures, and a detailed plan for irrigation systems and other plantings within the City of Aspen right-of-way shall be submitted by Developer to the Parks Department for approval prior to the application of building permits. Separate erosion control plans shall be submitted by the owners of each lot prior to the issuance of a building permit for their respective lots. 2.4.13 Street Impact Fees The streets within the Stage Road PUD will remain private and no new streets or road improvements will be required. Stage Road within the Property will be vacated and shall become private. The City will have no maintenance obligations with respect to the vacated portion of Stage Road or the streets within the Stage Road PUD. Therefore, no additional street impact fees will be charged in connection with Stage Road PUD. 2.4.14 Storm Sewer The Stage Road PUD will not connect to the City’s storm sewer system. Drainage and run-off will be accommodated on a site specific basis in connection with the issuance of building permits for improvements to be constructed on the Stage Road PUD. 2.4.15 Improvement Districts On behalf of itself and all future owners of any property within Stage Road PUD, Developer hereby agrees to join any future improvement districts that may be formed for the purpose of constructing improvements that benefit the subject Property under an assessment formula. To the extent any future improvement districts are formed for purposes of any improvements that Developer has paid for under the terms of the Development Plan, Developer shall receive a credit against any amounts that may be assessed against it for such amounts paid. 2.4.16 Fire Protection Fire sprinklers and alarm systems shall be installed in all new dwelling units within the Stage Road PUD if required by the City of Aspen Fire Marshal.The owner of each Free Market Lot shall be responsible for ensuring that any buildings constructed thereon shall comply with this condition of approval. 2.4.17 Fencing All fencing in or surrounding the Free Market Lots shall be of a design, type and material that is approved by the Colorado Division of Wildlife as consistent with ranch operations and which does not unreasonably 17.24 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 22 impede the movement of wildlife, except that fencing along Old Stage Road and fencing between the Free Market Lots and the 20 Acre Parcel may be installed which protects agricultural operations, including, without limitation, the grazing of cattle and horses, and other land uses, from interference by trespassers. 2.4.18 Dog Restriction - Stage Road PUD In order to protect wildlife, ranch cattle, horses and other livestock from harassment, the Declarations shall include provisions and penalties that prohibit dog ownership (other than farm dogs belonging to owners or employees of the Fathering Parcel and specially trained service dogs for use by visually impaired persons or persons with other medical needs). The Stage Road PUD homeowners association shall be required through appropriate covenants to vigorously enforce these restrictions. In the absence of effective enforcement of this provision by said homeowners’ association, this restriction shall be enforced by the City. 2.5 Vested Rights The Plat and the Ordinance granting PUD and Subdivision approvals for Stage Road PUD, including the zoning established thereunder, the Development Order issued therefore, this Control Document, the Pre- Annexation Agreement and its amendments and any other document or plan included within the Development Plan, constitute a Site Specific Development Plan pursuant to § 24-68-101, et. seq., C.R.S., and Section 26.308, et. seq. of the Code. The Stage Road PUD Development Plan shall be vested against any changes in the Code for a period of twenty-five (25) years from the date of recording the Plat or such longer time as may be allowed under any applicable law, regulation or court decision. Such vesting shall apply to all the rights and entitlements set forth in this Agreement and the Control Document, the Plat and other agreements and documents executed in connection with Stage Road PUD and included within the Development Plan. Given the nature of the approvals granted hereby, the City has found, determined and concluded that it is in the public interest to grant an extended vested rights period of twenty-five (25) years, which is warranted in light of the size of this development, market conditions, the conveyance of the 20 Acre Parcel and investment in infrastructure to be made by Developer, and economic cycles. ARTICLE 3: Miscellaneous Provisions 3.1 City Acknowledgment of Developer’s Reserved Rights – Assignment The City agrees that Developer shall have the right to exercise any and all retained rights that are set forth in this Agreement and in any exhibits or agreements attached hereto or contained in the Development Plan. Developer further reserves and shall have the right to assign all, or any part of its rights hereunder or in the Development Plan, by written instrument executed by the Developer and recorded in the records of Pitkin County, Colorado, referencing the provisions of this Agreement (or such other document which refers to such rights) and specifying the rights so assigned. 3.2 Recording Upon execution and authorization by the City, the Developer shall record this agreement with the Office of the Clerk and Recorder for Pitkin County, Colorado. 3.3 Amendment The parties hereto mutually agree that this Agreement may be amended from time to time, provided such amendment is in writing and signed by the parties hereto. 17.25PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 23 3.4 Notices All notices required herein shall be tendered by personal service or certified mail upon the following individuals or agents of the parties to this Agreement: To City: City Manager City of Aspen 130 South Galena St. Aspen, CO 81611 To Developer: Bar/X LLC c/o Herbert S. Klein, Esq. Herbert S. Klein & Associates, P. C. 201 North Mill Street, #203 Aspen, CO 81611 3.5 Waiver A waiver by any party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. 3.6 Binding Effect The parties hereto agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns thereof and shall constitute covenants running with the lands within the Stage Road PUD and, to the extent required to carry out certain terms of this Agreement relating to the conditions of the development of Burlingame Village, at such time as the final development order for its first phase and any plat map related thereto, is recorded. 3.7 No Third Party Beneficiaries It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the City and Developer and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third person. It is the express intention of the City and Developer that any person other than the City, or Developer receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 3.8 Additional Documents or Action The parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. 3.9 Execution in Counterparts This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 3.10 Paragraph Captions The captions of the paragraphs are set forth only for the convenience and reference of the parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. 3.11 Severability Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision. 17.26 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 24 3.12 Additional Documents or Action The parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. ARTICLE 4: Enforcement 4.1 Governing Law - Contractual Relationship - Venue - Attorney Fees This Agreement shall be governed by the laws of the State of Colorado. The parties agree and acknowledge that this Agreement may be enforced at law or in equity as a contractual obligation. Thus, this Agreement is intended to provide a contractual relationship between the City and the Developer to ensure compliance with all rights and requirements contained herein. Venue and jurisdiction for any cause arising out of or related to this Agreement shall lie in the District Court for Pitkin County, Colorado, and be construed pursuant to the laws of the State of Colorado. The prevailing party in any litigation concerning this Agreement shall be awarded its reasonable attorney’s fees and costs of litigation. 4.2 Developer’s Remedy for Default by City – General In the event that, any action herein required is not taken by the City, then Developer’s remedies for the breach hereof may include the right to reimbursement for Developer’s costs and fees, including reasonable attorney fees, incurred in the performance of any acts required of City hereunder and all the costs and damages incurred as a result of City’s breach, and any attorney fees incurred to perform defense obligations of City. To the extent available at law or in equity, in the event of a default in this Agreement by City, Developer shall also have the right to pursue specific performance of City’s obligations hereunder. 4.3 Developer’s Remedy for Default by City - Failure to Provide Roads and Utilities In the event the breach by City is its failure to extend road or utility service and facilities to the Stage Road PUD as and when required by this Agreement, the Pre-Annexation Agreement and its amendments or the WSA, Developer’s remedies shall include the right to obtain a Court order requiring that City convey to Developer, easements over, under and across City’s property and/or along its existing utility facilities where such easements are necessary for Developer to construct and maintain the utilities that City failed to provide. Developer shall have the right to construct such utility facilities reasonably necessary to serve the Stage Road PUD in the event City does not fulfill these obligations. The foregoing remedy is in addition to all other remedies Developer may have at law or equity, including the right to damages and the remedies provided for in Section 4.2 above and any of the foregoing agreements and this Agreement. 4.4 City’s Remedy for Default by Developer In the event that the City Council determines that Developer is not acting in substantial compliance with the terms of this Agreement, the City Council shall notify Developer in writing specifying the alleged non- compliance and asking that Developer remedy the alleged non-compliance within such reasonable time as the City Council may determine, but not less than 30 days. If the City Council determines that Developer has not complied within such time, the City Council may issue and serve upon Developer a written order specifying the alleged non-compliance and requiring Developer to remedy the same within thirty (30) days thereafter. Within twenty (20) days of the receipt of such order, Developer may file with the City Council either a notice advising the City Council that it is in compliance or a written petition requesting a hearing to determine any one or both of the following matters: (a) Whether the alleged non-compliance exists or did exist, or 17.27PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 25 (b) Whether a variance, extension of time or amendment to this Agreement should be granted with respect to any such non-compliance, which is determined to exist. Upon the receipt of such petition, the City Council shall promptly schedule a hearing to consider the matters set forth in the order of non-compliance and in the petition. The hearing shall be convened and conducted pursuant to the procedures normally established by the City Council for other hearings. If the City Council determines by a preponderance of the evidence that a non-compliance exists which has not been remedied, it may issue such orders as may be appropriate, including the imposition of daily fines until such noncompliance has been remedied, the withholding of permits and/or certificates of occupancy, as applicable; provided, however, no order shall terminate any land use approval. The City Council may also grant such variances, extensions of time or amendments to this Agreement, as it may deem appropriate under the circumstances. The parties expressly acknowledge and agree that the City Council shall not unreasonably refuse to extend the time periods for performance if Developer demonstrates by a preponderance of the evidence that the reasons for the delay(s) which necessitate said extension(s) result from acts of God or other events beyond the reasonable control of Developer, despite good faith efforts on its part to perform in a timely manner. In the event that Developer defaults in any of its duties as set forth herein, City shall have the right of enforcement by an action for specific performance filed in the Pitkin County District Court. 4.5 Actions Against Annexation and Development In the event that any person, corporation, special district, municipal or county government, or any other entity or person asserts any claim against the City, its officials, or employees pursuant to the provisions of the Colorado Municipal Annexation Act, C.R.S. § 31-12-101 et seq., or asserts any other claim, based on any theory of law whatsoever, challenging the rezoning and development of the Stage Road PUD or the approval of the Development Plan, City shall vigorously defend against such an action and may consent to and permit the entry by the court of an order voiding the annexation or reach another means of settlement of claims, provided that no consent to an order voiding the annexation or settlement which adversely affects the Developer’s rights hereunder or under any development approvals contemplated hereby, shall be entered into without Developer’s written consent. City’s defense of any such action(s), shall also include the vigorous defense, at its sole cost, of the interests of the Developer. If by reason of such suit this Agreement is found to be void or unenforceable, then as between City and Developer, this Agreement shall become null and void, and if at such time the annexation of the Stage Road PUD has already occurred, City shall, upon a petition for de-annexation submitted by Developer, approve the de-annexation of the Stage Road PUD and, if the 20 Acre Parcel has been conveyed to the City then City shall re-convey the 20 Acre Parcel to the Developer. ENTERED INTO the day and year first above written. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first above written. 17.28 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 26 Bar/X LLC, a Colorado Limited Liability Company ____________________________ By: Gary Finkel, Trustee of the Survivors Trust Under the Zoline Family 1982 Trust. STATE OF _____________________ ) ) ss. COUNTY OF ___________________ ) The foregoing was subscribed and sworn to before me this _____ day of _____________, 2004, by Gary Finkel, Trustee of the Survivors Trust Under the Zoline Family 1982 Trust, Manager of Bar/X LLC, a Colorado Limited Liability Company. . Witness my hand and official seal. My commission expires: Notary Public 17.29PUD Control Document Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 27 City: CITY OF ASPEN, COLORADO, a Colorado municipal corporation By:_______________________________________ Mayor ATTEST: _________________________________ Kathryn S. Koch, City Clerk APPROVED AS TO FORM: _________________________________ John Worcester, City Attorney STATE OF COLORADO ) ) ss COUNTY OF PITKIN ) The above and foregoing document was acknowledged before me this __________ day of ____________________, 2004, by _________________________________________ as Mayor and Kathryn S. Koch as City Clerk of the City of Aspen, Colorado, a Colorado municipal corporation. Witness my hand and official My commission expires: _______________________. __________________________________________ Notary Public City of Aspen, Colorado 17.30 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Planned Unit Development Control Document, Development and Vested Rights Agreement: Stage Road PUD/Subdivision Page 28 Exhibits Exhibit PAG-1 (the “Pre-Annexation Agreement”): see Section 29 Exhibit A The Property: see Section 29, Page 29.29 Exhibit DR-1 The Design Regulations: see Section 9 Exhibit ADU-1 City of Aspen ADU regulations as of June 1, 2000: see Section 29, Page 29.73 Exhibit FA-1 City of Aspen Floor Area Regulations as of June 1, 2000: see Section 29, Page 29.69 Exhibit SWD Special Warranty Deed for Conveyance of 20 Acre Parcel: see Section Exhibit AL-EAS-1 Agricultural Lands Conservation Easement: see Section 14 Exhibit MCC-EAS-1 Maroon Creek Canyon Conservation Easement: see Section 14 Exhibit EAS-1 Harvey/Caudill Access and Utility Easement: see Section 11 Exhibit RSU-1 Revised Shared Utilities Plan: see following