HomeMy WebLinkAboutUpdated 4-25-2024 112 MA 23 Valley Springs III Subdivision Development Agreement V2
Page 1 of 10
DEVELOPMENT AGREEMENT
VALLEY SPRINGS III MAJOR SUBDIVISION
FILE NO. #112 MA 23
THIS AGREEMENT is made and entered into as of the ___ day of ______________, 2024 by and between Lincoln County, Wyoming, hereinafter referred to as “County”, whose address is 925 Sage Ave Suite 301, Kemmerer, Wyoming, 83101, specifically Lincoln County Planning and Development and Aspen Valley Springs, LLC, hereinafter referred to as
“OWNER/DEVELOPER”, whose address is 345 Young Lane, Afton, WY 83110. WHEREAS, it is the intent and purpose of the OWNER/DEVELOPER to meet the conditions of approval for File No.# 112 MA 23 Valley Springs III Subdivision to subdivide approximately 9.93+/- acres into 2 lots as set forth in the Preliminary Plat; and
WHEREAS, the OWNER/DEVELOPER is the sole owner of the identified certain Property (see Exhibit A) located in the County; and WHEREAS, it is the intent and purpose of the OWNER/DEVELOPER and the County to enter
into this Agreement that will guarantee the full and satisfactory completion of the required
Improvements on the Property described in this Agreement and it is the intent of this Agreement and the parties to satisfy the Improvement requirements and to provide for the approval of the final plat application by the Lincoln County Board of County Commissioners and the final plat recordation in the Office of the Lincoln County Clerk of Valley Springs III Subdivision;
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree: Section 1. Definitions
1.1 SUBDIVISION: The subject of this Agreement, which is designated and identified as File No. #112 MA 23 Valley Springs III Subdivision on the Property described in Exhibit A in the jurisdiction of Lincoln County, Wyoming. This definition shall include any and all future mention to the term SUBDIVISION.
1.2 IMPROVEMENT: Any alteration to the land or other physical construction located on or off the Property that is associated with this subdivision, building site, or development. 1.3 OWNER//DEVELOPER: means and refers to Aspen Valley Springs, LLC, whose address
is 345 Young Lane, Afton, WY 83110, the party that owns and is developing the Property and shall include and subsequent owner(s) or OWNER/DEVELOPER(s) of the Property. 1.4 PROPERTY: means and refers to the identified approximately 9.93+/- acres of a certain parcel(s) of Property located in Lincoln County, Wyoming, as described in Exhibit A.
Page 2 of 10
Section 2. Planned Improvements.
The OWNER/DEVELOPER shall, at its sole cost and expense, properly install and complete the
following required improvements: ● Subdivision Road: o 26’ width travel lane from the County Road 407 through the completed Looped Road at Lot 4 and Lot 5. o 26’ width travel lane from the end of the Loop Road to the cul-de-sac. o 70’ radius cul-de-sac (120’ travel lane) at end of Valley Springs Way o Install an Engineered Crossing accepted by the Etna Irrigation District. ● Approval of Water Distribution Plan by the State Engineer’s Office.
● Utilities: o Install Electrical Power to each identified lot o Install Communication lines to each identified lot ● Surveyor’s lot monuments as set forth in the Preliminary Plat attached hereto as Exhibit B
● Disturbed areas shall be reseeded to avoid weed infestation and erosion
● Road Signs: The Developer to purchase private road name sign and stop sign through Lincoln County, Wyoming Planning and Engineering Office to assure standardization throughout the County and said County Office will install after completion of improvements and subdivision final approval.
● Comply with the Wyoming subdivision fencing law W.S. 18-5-319 and 18-5-306 that will
be in effect at the time of Final Plat. ● Crossing to be redesigned by an engineer to County and WYDOT standards, accepted by the ETNA Irrigation District, upon any further development including but not limited to the connection between HWY 189 and the crossing of the Etna Irrigation District Canal on the
property associated with the deed filed in the Lincoln County Clerk's Office under Book
1039 Page 605. OWNER/DEVELOPER agrees that these Improvements shall be installed in compliance with Lincoln County Land Use Regulations Chapter 6 adopted by the County or other agencies
responsible for providing services to the Development.
Section 3. Sales or building permits. No lot shall be sold prior to final plat approval by the Lincoln County Board of County Commissioners and recording by the Lincoln County Clerk. Also no building permits shall be issued by the County until final plat approval and recording.
Section 4. Schedule for Commencement and Completion of the Improvements. The OWNER/DEVELOPER shall commence construction of the Improvements for SUBDIVISION within two (2) years after the SUBDIVISION Preliminary Plat approval by the Lincoln County Board of County Commissioners. The OWNER/DEVELOPER will complete construction of the
Improvements within three (3) years after approval of the Preliminary Plat. If
OWNER/DEVELOPER does not commence construction of the Improvements within two (2) years or complete Improvements within three (3) years of the date of SUBDIVISION Preliminary
Page 3 of 10
Plat approval by the Lincoln County Board of County Commissioners, the preliminary plat approval for SUBDIVISION will be automatically revoked. At such time, the
OWNER/DEVELOPER must reapply for approval of SUBDIVISION under the then current
County subdivision regulations. If OWNER/DEVELOPER timely completes the Improvements and meets all of the conditions of approval set out in the Final Determination approving the Preliminary Plat and improvements as outlined in this SUBDIVISION Agreement, a Final Plat shall be signed and recorded.
Section 5. Control of trash, weeds, dust, erosion, and sedimentation. The OWNER/DEVELOPER shall be fully responsible for all dust abatement, erosion, sedimentation, weed, and trash control on the Property required by any County, State or Federal regulations. OWNER/DEVELOPER shall use best management practices and industry standards for control.
Trash shall be contained at all times. The responsibilities in this Section shall run with the land and
shall therefore apply before, during, and until completion of Improvements. Section 6. Permits. The OWNER/DEVELOPER is responsible for obtaining all 60’ right-of-way, easements, access, excavation, and other permits and approvals required by local, State, or Federal
regulations.
Section 7. Inspections. The OWNER/DEVELOPER’s representatives shall make regular inspections and maintain control of SUBDIVISION while it is under construction. Representatives of the County shall have the right to enter upon the Property at any reasonable time to inspect and
to determine whether the OWNER/DEVELOPER is in compliance with this Agreement. The
OWNER/DEVELOPER shall permit the County and its representatives to enter upon and inspect the Property at reasonable times. The OWNER/DEVELOPER will not materially deviate from the Improvements required herein without the prior written approval of the County, which approval will not be unreasonably withheld.
Section 8. Final Inspection and Approval of Improvements. The OWNER/DEVELOPER shall notify the County when it believes that the Improvements have been fully and properly completed and shall request final inspection and approval and acceptance of the Improvements by the County. At the time of such notification to the County, OWNER/DEVELOPER shall submit to County a
set of “as built” plans and specifications, prepared by its engineer. The County will provide interim
and final inspection of the Improvements within a reasonable time period after notification by the OWNER/DEVELOPER of completion and submission of “as built” plans and specifications. Upon inspection, the County shall give written acceptance of the Improvements or a written checklist of material deficiencies, such noted deficiencies shall be specific as to location and shall specify, in
detail, the necessary corrective action to be taken by the OWNER/DEVELOPER. Upon approval
of the final inspection, the County shall notify OWNER/DEVELOPER of its acceptance of the Improvements. Section 9. Warranty of the Improvements. The OWNER/DEVELOPER warrants the prompt
and satisfactory correction of all defects and deficiencies, for both materials and workmanship, in
the Improvements that occur or become evident within one year. If such defect or deficiency occurs or becomes evident during such period, then the OWNER/DEVELOPER shall, within thirty
Page 4 of 10
(30) days after written demand by the County to do so, correct it or cause it to be corrected. If the defect or deficiency cannot be reasonably corrected within thirty (30) days after written demand
from the County, the OWNER/DEVELOPER shall commence the correction of the deficiency
within the thirty (30) day period and proceed with reasonable diligence to correct the same or cause it to be corrected. Section 10. Remedies. In the event the OWNER/DEVELOPER fails to perform any of the terms,
conditions or obligations in this Agreement or has not resolved a defect or deficiency under this
Agreement, the County, at its option, may exercise any rights and remedies it may have under law. Furthermore, the County reserves the right, in its absolute discretion, to revoke the OWNER/DEVELOPER’s approvals for SUBDIVISION. In the event of said revocation, OWNER/DEVELOPER must reapply for approval of SUBDIVISION under the then current
County subdivision regulations.
Section 11. Default. If the OWNER/DEVELOPER fails to fully perform any of its obligations in accordance with this Agreement, or fails or refuses to correct any defect or deficiency in the Improvements required by this Agreement, then the OWNER/DEVELOPER shall be in Default of
this Agreement. Lincoln County shall notify the OWNER/DEVELOPER of the specific Default or
failing. If Default occurs, then Lincoln County shall be entitled to use any of the Remedies in the preceding paragraph at its own discretion. Section 12. Maintenance of Lots. OWNER/DEVELOPER hereby agrees that all unsold lots shall
be maintained by the OWNER/DEVELOPER at the OWNER/DEVELOPER’s sole expense.
Section 13. Maintenance of Roads. OWNER/DEVELOPER hereby agrees that they will create a
binding document either a HOA, CCRs, Road Maintenance Agreement, Special Improvement District, or Mutual Benefit Corporations that at a minimum:
a. Provide an entity for ongoing road maintenance including the collection of road
maintenance fees; b. Provide an entity for ongoing snow removal including the collection of snow removal fees; c. Ensure road maintenance and snow removal are maintained indefinitely. d. The chosen document must be filed at the time of final plat filing, and bind all current and
future owners to the agreement.
Section 14. Binding Upon Successors. This Development Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, successors, assigns and personal representatives.
Section 15. Notices. Any written notices required herein shall be deemed delivered to the addressee when delivered in person on a business day at the address set forth below or on the third day after being deposited in the United States mail, for delivery by properly addressed, postage prepaid, certified or registered mail, return receipt requested, to the address set forth below.
Notices to the County shall be addressed to, or delivered at, the following address:
Page 5 of 10
Lincoln County Board of County Commissioners ATTN: Planning Director
Planning and Development Office
925 Sage Ave Suite 201 Kemmerer, Wyoming, 83101 Notices to the OWNER/DEVELOPER shall be addressed to, or delivered at, the following
address:
Aspen Valley Springs, LLC 345 Young Lane Afton, WY 83110
Section 16. Indemnification. A. No Liability for County Approval or Denial. The OWNER/DEVELOPER acknowledges and agrees (1) that the County is not, and shall not be, in any way liable for any damages, loss or
injuries whatsoever, including attorney fees, that may be sustained as the result of the County’s
issuance or denial of any permits, inspections, approvals or acceptances of the Improvements or use of any portion of the Improvements, and (2) that the County’s issuance or denial of any permits, inspections, approvals or acceptances does not, and shall not, in any way be deemed to insure the OWNER/DEVELOPER, or any of its heirs, successors, assigns, tenants, or licensees or
any third party, against damage or injury of any kind.
B. Indemnification. Except as provided below, the OWNER/DEVELOPER agrees to, and does hereby, indemnify the County, and all of its elected and appointed officials, officers, employees, agents and representatives from any and all claims, costs and liability of every kind
and nature that may be asserted at any time against any such parties for injury or damage received
or sustained by any person or entity in connection with (1) the County’s review of, denial, or approval of any plans, including those for the Improvements, (2) the inspection or issuance of any approval or acceptance of Improvements, (3) the SUBDIVISION, construction, maintenance or use of any portion of the Improvements and (4) the performance by the OWNER/DEVELOPER of
its obligations under this Agreement and all related Agreements. The indemnification required
herein shall include, but not be limited to, any costs of defense incurred by the indemnified parties including attorney fees and expert witness fees. Section 17. Amendments or Alterations. Any changes, omissions, modifications, revisions,
additions or amendments to this Development Agreement shall be incorporated by written
instrument, executed and signed by all parties. Section 18. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as
if such invalid or unenforceable provisions were omitted.
Page 6 of 10
Section 19. Filing. The County shall have this Agreement recorded in the Office of the Lincoln County Clerk.
Section 20. Authority to Execute. The County hereby warrants and represents to the OWNER/DEVELOPER that the persons executing this Agreement on its behalf have been properly authorized to do so by the Board of County Commissioners. The OWNER/DEVELOPER hereby warrants and represents to the County (1) that it is the owner of record of the Property or
the owner’s authorized representative, (2) that it has the right, power, and authority to enter into
this Agreement and to agree to the terms, provisions, and conditions set forth herein and to bind the subdivision as set forth herein, (3) that all legal action needed to authorize the execution, delivery, and performance of this Agreement have been taken, and (4) that neither the execution of this Agreement nor the performance of the obligations assumed by the OWNER/DEVELOPER
hereunder will (i) result in a breach or default under any Agreement to which the
OWNER/DEVELOPER is a party or to which it or the subdivision is bound or (ii) violate any statute, law restriction, court order, or Agreement to which the OWNER/DEVELOPER or the subdivision is subject.
Section 21. Regulations. The OWNER/DEVELOPER agrees to abide by all regulations, laws and
codes of Lincoln County, the State of Wyoming, and the Federal Government. Section 22. Applicable Law/Venue. The construction, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of Wyoming. The Courts of the State of
Wyoming shall have jurisdiction over this Agreement and the parties, and the venue shall be the
Third Judicial District, Lincoln County, Wyoming. Section 23. Insurance. OWNER/DEVELOPER shall procure, and at all times maintain, general liability insurance to protect from claims for damages because of negligence or bodily injury,
including but not limited to death and damages to property, all with coverage limits of no less than
one million dollars ($1,000,000.00). Said insurance will also provide coverage to fulfill the OWNER/DEVELOPER’s indemnification requirements set forth herein and be obtained before beginning construction. Upon request, OWNER/DEVELOPER agrees to provide a certificate of liability insurance to County evidencing said limit.
Section 24. Entirety of Agreement. This Agreement sets forth all promises, inducements, agreements, condition and understandings between OWNER/DEVELOPER and County relative to the subject matter hereof, and there are no promises, agreements, conditions or understanding, either oral or written, express or implied, between OWNER/DEVELOPER and County, other than
as are stated herein. All Exhibits referenced herein are incorporated in this Agreement as if set
forth in full including all text information in the Exhibits. In the event of any conflict of terms in this Agreement and any Exhibits, the terms of this Agreement shall control. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by them or their
successors in interest or their assigns.
Page 7 of 10
Section 25. No Waiver of County Rights. No waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision nor will it be deemed to constitute a
continuity waiver unless expressly provided for; nor will the waiver of any default under this
Agreement be deemed a waiver of any subsequent default or defaults of the same type. The County’s failure to exercise any obligation under this Agreement will not constitute the approval of any wrongful act by the OWNER/DEVELOPER or the acceptance of any Improvement. OWNER/DEVELOPER acknowledges that Lincoln County reserves the right to revoke all
approvals for SUBDIVISION upon failure to comply with SUBDIVISION conditions of approval,
upon any of the violations of Lincoln County Land Use Regulations, or for misrepresentations or material omissions made to the Lincoln County Planning and Engineering Office or Board of County Commissioners.
Section 26. Sovereign Immunity. The County does not waive sovereign immunity by entering
into this Agreement and specifically retains immunity and all defenses available to it pursuant to law, including government immunity. Section 27. Effective Date. This Agreement shall become valid and binding only upon its
approval by the Lincoln County Board of County Commissioners and shall be effective on the date
first written above. IN WITNESS WHEREOF, the parties to this Agreement through their duly authorized representatives have executed this Agreement on the days and dates set out below and certify that
they have read, understood, and agreed to the terms and conditions of this Agreement.
LINCOLN COUNTY
________________________________ Date: ______________________ Kent Connelly, Chair
Board of Lincoln County Commissioners
Attest:
________________________________ April Brunski Lincoln County Clerk
Page 8 of 10
OWNER/DEVELOPER
________________________________ Date: ______________________
Jason Shumway, Managing Member of Aspen Valley Springs, LLC
STATE OF WYOMING ) ) ss
COUNTY OF LINCOLN )
The foregoing instrument was acknowledged before me by Jason Shumway, Managing Member of
Aspen Valley Springs, LLC , on this _______day of ________________, 2024.
Witness my hand and official seal.
(SEAL)
_____________________________________
Notary Public My Commission expires: ________________
Page 9 of 10
EXHIBIT A DESCRIPTION OF PROPERTY
Valley Springs III Subdivision 9.93+/- acres within the Section 11, Township 34 North, Range 119 West, in, Lincoln County,
Wyoming.
Page 10 of 10
EXHIBIT B
APPROVED PRELIMINARY PLAT See Attached