EAGLEVIEW RANCH

The Development

Eagleview Ranch is a rural community in northwest Elbert County, served by Douglas County Schools. It consists of 334 lots that range in size from ½ acre and ¾ acre lots, to 1 and 2 acre lots. All of the lots are on open space and the project itself has over 40 % of the land dedicated to open space. A wildlife preserve, dedicated to the Colorado Wildlife Heritage Foundation, is adjacent to the southwest corner of the property. With all of the activity north of the project along the E-470 corridor Eagleview is positioned across from major infrastructure and the amenities that are typical of city, urban development, but with the unique advantage of being rural in nature. Because of the abundance of trees and the topographical character of the land, Eagleview can achieve its highest and best use through development that creates an upscale custom and semi-custom housing environment.

Project Location

The Project is located on the edge of residential development, approximately six miles from the Smoky Hill Road/E-470 interchange and approximately eight miles form the Town of Parker. The City of Aurora has annexed land up to County Line Road which is the northern boundary of the Project. All other surrounding parcels are zoned for residential uses. The nearest grocery and shopping center is located seven minutes from the Project at the intersection of Smoky Hill Road and E-470. The center is anchored with a Home Depot and Albertsons

The primary employment center for the Project is the Southeast Business Corridor, which stretches along Interstate 25 from Interstate 225 to Lincoln Avenue. This area features the highest concentration of office space in the metropolitan Denver area. It features several prominent office parks, including the Denver Tech Center, Greenwood Plaza, Inverness and Meridian. It also features Centennial Airport, one of the busiest general aviation airports in the nation. Due to the high concentration of office parks, the work force is predominately white collar with a mid to high pay scale.

Currently, in the City of Aurora, there are numerous projects being master planned with a total unit count of over 25,000 home sites. The Southlands Mall, a million and half square foot regional shopping center just opened the first phase with phase II to open fall 2006.

History of the Site

On March 31, 2000, Sunshine Master Builders, Ltd. (building company of Mr. Gertz’) and, William H. spires (the seller), Timberline Energy, Inc. made application for the preliminary plate to subdivide the 575 acres into a maximum of 191 lots, to rezone to Planned Unit Development (PUD) and to obtain 1041 permit. The Board of County Commissioners for Elbert County approved the preliminary plat.

The Property was purchased by the Borrower on May 24, 2001 for $5,628,984. The Special Warranty Deed was recorded on May 30, 2001 in Book 614 Page 629 and 640, respectively. The price did not reflect completion of the subdivision plat process.

On December 22, 2004, a related company of the Borrower, Sunshine Land & Development Company, resubmitted an amended preliminary plat and 1041 amendment that increased density from 191 lots to 334 lots without a golf course. The Board of County Commissioners for Elbert County approved the revised preliminary plat and 1041 amendment.

The final plat will be approved by the Elbert County Board of Commissioners on September 20, 2006. The construction drawings have been delivered to the Elbert County Road and Bridge Department. With majority approval, the final plat can be filed and construction can commence 60 days thereafter. The Borrower and Appraiser both stated that preliminary plat and final plat are one in the same. Once the County Commissioner’s have approved the final plat, there are only logistical modifications that would be required.

Access to the Development

The project is located close to E-470, an extensive freeway system that provides access to metropolitan Denver and major employment centers - most within a 20 to 45 minute commute. The Denver International Airport, with a commute time of less than 30 minutes, and the Denver Tech Center, approximately 20 minutes, give Eagleview an advantage over all of the development occurring along the I-25 corridor and its associated traffic problems. In addition, all of our access roads to Eagleview Ranch are being rebuilt in the form of major collector streets with either 6 or 4 land divided roads with medians.

Housing Community

Eagleview Ranch contains planning areas that have the flexibility to accommodate several different product types. The typical lot size will be over ½ acre to ¾ acres, with the perimeter lots from 1 to 3 acres. Eagleview Ranch is designed to offer four types of lots: Lifestyle Homes in the $500,000 range; semi-custom homes from $600,000 to $700,000; Tailor made homes from $7000,000 to $900,000, and estate lots for homes up to $1,000,000. This product line represents an alternative to the large number of lots being developed to the north of the Project that will be under 10,000 square ft., city type lots with curb and gutter. All the Lots in Eagleview will be rural in nature with grass ditches instead of concrete curbs.

HOUSING SUMMARY
PRODUCT / LOT SIZE / HOUSE SIZE / PRICE POINT / LOT PRICE
Semi-Custom / Under ½ Acre / 2000-3500 / $500-600k / $135-145,000
Semi Custom / Over ½ Acre / 3000-4000 / $600-700k / $155,000
Tailor Made Homes / Under ¾ Acre / 3000-4000 / $700-900k / $160-165,000
Custom / 1-3 Acres / 3500-5000 / $950-1,000k / $175-200,000

History of Borrower

The Borrower is solely owned and managed by Mr. David Gertz. Mr. Gertz is a long time Denver building and developer, distinguished for his consistent production of high end quality homes and developments. Mr. Gertz is a third generation Denver native. In 1972, he received an undergraduate business degree from the University of Colorado at Boulder and in 1994 a Masters Degree in Business for the University of Colorado at Denver.

After earning a Colorado Real Estate Dales and Broker License in 1972, David launched a career in real estate sales. In 1976, he founded Sunshine Plumbing and began installing plumbing systems in custom homes. With an expansion focused on building custom homes, in 1976 Sunshine Plumbing became Sunshine Diversified Inc. In 1991, Sunshine Diversified Inc. evolved into Sunshine Master Builders Ltd. and has since built over 600 custom and semi-custom homes in the Denver Metropolitan area.

In 1996, Mr. Gertz started Carrington Homes, Inc. to build high end custom homes in the Denver Metro. Sunshine and Carrington have won numerous awards for their homes. In addition, Sunshine has been awarded such accolades as being named the largest custom builder in the Denver Metro area by the Genesis Market Group in the year 2000.

In 1998, Mr. Gertz formed Sunshine Land and Development Company to buy and develop land for homebuilding companies as well as selling land to other homebuilders. Sunshine Land and Development Company has entitled and developed three projects:

·  2003 – Spirit Gulch project in Douglas County, the $6 million development of 40, two-acre lots ranging in price from $140,000 to $180,000.

·  2004 – Timber Canyon project in Castle Rock, the $8 million development of 54, one-acre lots ranging in price from $140,000 to $250,000.

·  2006 – Sky Rim in Elbert County, the $12 million development of 79, five-acre lots ranging from $140,000 to $250,000. 52 of the 79 lots have sold and the remaining lots are under contract on a takedown schedule of one lot per month.

Management/Ownership

Ownership Structure

·  Borrower: Eagleview Ranch Development LLC

-  Managing Member: Mr. David Gertz

Development Timeline

The project’s 334 units will be broken into three phases. The south parcel consisting of 220 acres will contain approximately 119 lots. The north parcel will be developed in two phases, the west side will contain approximately 120 lots and the north parcel's east phase will contain approximately 95 lots. The offsite improvements include paving of County Line Road from Delbert east to our northern entrance. The plan would be to develop the first phase on the south parcel, selling lots to several custom and semi-custom builders.

Currently all of the entitlements are in place for the project with a 20 year vesting clause. The remaining work to be done consists of approval of the final plat for the first phase, and drafting construction drawings to begin the horizontal development of the project. The approval date is September 20, 2006. Other issues that need to be finalized are the design of the water and sewer systems. This design has been started and will be accomplished through the Clearwater Metropolitan District which is serving the Sky Rim Development adjacent to Eagleview.

Schools

The community will be served by the Douglas County School District. Douglas County Schools boast one of the state’s highest rated school districts.

Water Rights/Infrastructure

The Water Court Referee for division NO. 1 approved the Project on March 7, 1997. Subsequent approval was granted by the Water Judge by the same district on March31, 1997.

Water service for the Project will be provided by the Clearwater Metropolitan District (the “Clearwater District”). This is a special district that was set up to serve the adjacent Sky Rim development. The Clearwater District will be responsible to serve the water and wastewater needs for the Project. To do this, the Clearwater District has acquired 2,000 Acre Feet of water for the Project. Currently, there is a community well at Sky Rim, and the District will be required to drill 2 additional wells to serve the Project. In addition, a waste treatment facility will be constructed at the property. The application has been through two years of review with the State Health Department and is in the final stage of approval. The Clearwater District has set its Tap Fees at $8,750 for sewer, and $16,050 for water service. This will bring in approximately $8,000,000, with projected costs for this infrastructure at about $4 to $5 million. The Clearwater district has additional bonding capacity of $8 million that not only will pay for the wells and waste treatment plant, but the pipelines for the project as well.

In addition to the Clearwater District, the North Pines Metropolitan District (the “North Pines District”) will serve the project in terms of road construction and other public infrastructure. The North Pines District has bonding capacity of $5 million as well as authority to access mill levy on the Project.

Legal and Regulatory Matters

A Phase I environmental site assessment was conducted for the Property by Geitner Environmental Management Group LLC. The executive summary of the May 29, 2003 reports one recognized environmental condition existing on the property. One oil well is situated on the property (Filing No. 3 – Phase III of the development). This operation does not reflect any level of contamination and is in an isolated area outside of any developed area.

Competitive Advantage

The competitive advantage of the project is that it offers larger lots, all of which are on open space, than the other lots available in the higher density communities along the South E-470 corridor. The site will not be overlotted, no curb and gutter and no street lights. There are several significant stands of pine trees and 100 year old cottonwood trees along the dry creek that runs through the property. There is significant topography on the site that gives it a rural flavor as well as many mountain views from the higher points on the site. The other communities are city in nature, with small lots, curb and gutter, and a manufactured look that most new communities suffer from today. With all the activity in the area the project will benefit by its rural nature and will give the consumer an alternative choice from the standard subdivisions being developed nearby.

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