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Town Council Resolution 40 1983153 ,p}{ PA6L� TOWN OF SNOWMASS VILLAGE 4 xa TOWN COUNCIL RESOLUTION NO. 40°x` SERIES OF 1983 A RESOLUTION APPROVING THE FINAL PLAT OF THE SNOWMASS CLUB SUBDIVISION, PARCEL 1, FILING 3. WHEREAS, the Snowmass Company, Ltd, has filed for approval of the final plat for the Snowmass Club Subdivision, Parcel 1, Filing 3; and WHEREAS, said final plat has been signed by the Chairman of the Planning Commission and the Town Engineer; and WHEREAS, the Town Council has reviewed the final plat together with supporting documents and heard the recommendations of the Town Planner and the Town Attorney. NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Snowmass Village, Colorado: Section One. That the Mayor is authorized to execute the detailed final plat of the Snowmass Club Subdivision, Parcel 1, Filing 3, and is authorized to execute the Subdivision Improvements Agreement and Guarantee Mortgage relating thereto. Section Two: That this approval is granted pursuant to the provisions of Paragraph M, Ordinance No. 8, Series of 1980. Section Three: Condition. This approval and the authorization of the Mayor to execute the detailed final plat is conditioned upon delivery to the Town Attorney of a title insurance policy showing that the parcel pledged in the Guarantee Mortgage is free and clear of liens and encumbrances. INTRODUCED, READ AND ADOPTED by the Town Council of the Town of Snowmass Village, Colorado on this 6th day of June , 1983, by a vote of 4 to 2 Councilmember Jones abstained as he is a Board Member of the Country Club Homes Homeowner Association. Mayor Tippett and Cauncilmember Desmond were opposed. ATTEST: r k, ,.�a,O',,Garri son , Town Clerk x ,'o'er TOWN OF SNOWMASS VILLAGE, COLORADO By: Jefferson Tippett, Mayor C.� :.2 r-4 Gam. Cd .} ATTEST: r k, ,.�a,O',,Garri son , Town Clerk x ,'o'er TOWN OF SNOWMASS VILLAGE, COLORADO By: Jefferson Tippett, Mayor raa GUARANTEE MORTGAGE FOR THE SNOWMASS CLUB SUBDIVISION" Parcel 6, Less Lots 1 and 2 1. Conveyance The Centennial Group, Inc., a Delaware corporation (the "Mortgagor"), whose address is P. 0. Box 24065, Oklahoma City, Oklahoma, hereby mortgages to the Town of Snowmass Village, a Colorado municipal corporation (the "Mortgagee"), whose address is P.O. Box 5010, Snowmass Village, County of Pitkin, State of Colorado, 81615, to secure the payment of $441,460.00 (adjusted, calculated and due as provided below) and the performance of other obligations specified herein, that certain real property in the County of Pitkin and State of Colorado described as Parcel 6, Less Lots 1 and 2, The Snowmass Club Subdivision, according to the recorded plats thereof (the "Property"), and warrants title to the same subject, however, to general property taxes not yet due and payable, and prior interests of record. This Mortgage is given in connection with that certain Subdivision Improvements Agreement between Mortgagor and Mortgagee recorded in Book _ at Page 4s4, (the "Improvements Agreement"), and terms used in the Improvements Agreement shall have the same meaning when used in this Mortgage, unless otherwise noted. 2. Obligations of Mortgagor (a) Mortgagor will comply with all of its obligations and guarantees as set forth in the Improvements Agreement. (b) Mortgagor warrants and covenants forever to defend Mortgagee in the quiet and peaceful possession of the Property against all and every person or persons lawfully claiming the whole or any part thereof. (c) Mortgagor shall not commit or suffer any waste to the Property or permit any use of the Property contrary to restrictions of record or contrary to laws, ordinances or regulations of any proper public authority having jurisdiction. In connection with the foregoing, Mortgagor will permit Mortgagee to enter upon the Property at all reasonable times for the purposes of inspecting the Property. (d) Mortgagor will defend, at its own cost and expense, indemnify and hold Mortgagee harmless, from any third -party action, proceeding or claim affecting the Property, or any part thereof, this Mortgage, or the Improvements Agreement. (e) Mortgagee will comply with all laws, acts, rules, regulations and orders of any Federal, State, municipal, an 451 PAG -r,466 administrative or judicial body, commission or officer exercising any power of regulation or supervision over the Mortgagor or the Property, except that the Mortgagor may contest any such law, act, rule, regulation or order in any reasonable manner which will not affect the interest of the Mortgagee to any part of the Property. (f) In the event of any action affecting title or interest in or to the Property, Mortgagor agrees to give timely written notice to Mortgagee, and an opportunity for Mortgagee, at Mortgagor's expense, to defend its interest therein. 3. Rights of Mortgagor The total amount of the guarantee secured by this Mortgage shall be reduced upon completion of each phase of improvements construction, and inspection and approval thereof by the Town Engineer, according to 90% of the amount allocated to such phase. Mortgagor shall be entitled to partial releases of the Property from this Mortgage on a prorata basis with the above described reduction of the guarantee secured hereby. The final release of the Mortgage shall occur at such time as either (a) all proposed improvements are completed and approved by the Town Engineer, or (b) Mortgagor provides to the Mortgagee a bond, letter of credit, escrow of funds, adequate construction loan commitment which the Mortgagee can draw on, or evidence of fully pre -paid contracts, to secure Mortgagor's guarantee in an amount equal to the Mortgage guarantee then outstanding. Mortgagee shall subordinate this Mortgage to a construction loan, at Mortgagor's request, if such construction loan is issued by a state or federally chartered bank, savings and loan association or insurance company, and such loan contains an obligation on the part of such issuer to perform under the Improvements Agreement if there is a default by the Mortgagor. In the event that any improvement guaranteed by the Improvements Agreement is not complete at the time of the sale of any condominium unit located on the Property, the Mortgagor shall be entitled to a release of that unit from this Mortgage upon the substitution of one of the devices listed in subparagraph (b) above in an amount equal to that unit's proportionate share of the uncompleted improvements. 4. Events of Default This obligation shall be in default, and this Mortgage may be foreclosed, as provided by law, upon the occurrence of any one or more of the following Events of Default: -2- aao�c 51 PAGcE 7 (a) Failure by the Mortgagor to substantially perform or observe any material obligation under this Mortgage or the Improvements Agreement; (b) If any statement, representation or warranty of Mortgagor herein contained proves untrue or misleading in any material respect; (c) If the Mortgagor, in the event that any claim of priority over this Mortgage, by title, lien or otherwise is asserted by any person by any filing or in any legal, administrative or equitable proceeding, except as otherwise contemplated expressly in this Mortgage, fails to provide insurance, a bond or other security within 15 days in form and content satisfactory to the Mortgagee, protecting the Mortgagee from any adverse consequences which may result or may have resulted from such claim,- (d) laim, (d) The insolvency (however evidenced) or the commission of any act of insolvency by the Mortgagor, or the making of an assignment to or for the benefit of creditors of the Mortgagor, or the appointment of a receiver, liquidator, conservator or trustee of the Mortgagor or its Property, or the filing of a voluntary petition or the commencement of any proceeding by Mortgagor for relief under any bankruptcy, insolvency, reorganization, arrangement, or receivership laws or other law relating to the relief of debtors of any state or of the United States, or the filing of any involuntary petition (unless and until discharged within 30 days after such filing) for the bankruptcy, insolvency, reorganization, arrangement or receivership or the involuntary commencement of any similar proceeding under the laws of any state or the United States relating to the relief of debtors, against the Mortgagor; (e) Should the Mortgagor fail to pay any and all real property taxes or assessments of any kind prior to the time any penalty accrues. 5. Miscellaneous (a) Following the occurrence of an Event of Default, the Mortgagee may pay sums in any amount, form or manner deemed expedient by Mortgagee to protect the security of this Mortgage or to cure any default, make any payment hereby authorized to be made according to any bill, statement or estimate furnished or procured from the appropriate public officer or the party claiming payment in which event the amounts so paid shall be added to and become a part of the obligations hereunder and be immediately due and payable to Mortgagee and Mortgagee shall be subrogated to any encumbrance, lien, claim or demand, and to other rights and M912 Boma 451 PAGE468 securities for the payment thereof, paid or discharged by Mortgagee under the provisions hereof, and any such subrogation rights shall be additional and cumulative security to this instrument. (b) If at any time, in the judgment and the discretion of the Mortgagee, a receiver should be necessary to protect the Property after maturity of the obligation hereunder, or at the time of or after the institution of suit to collect such obligation or to enforce this Mortgage, Mortgagee shall have the right to the appointment, by the application to any court having jurisdiction, of a receiver to take charge of, manage, preserve, protect and operate the Property with any business or businesses located thereon, to collect the rents, issues, profits and income thereof, to make all needed repairs, and to pay all taxes and assessments against the Property and, after the payment of the expenses of the receivership, to apply the net proceeds in reduction of the obligation hereunder, or in such other manner as the court or receiver shall direct, all such expenses to be secured by the lien of this Mortgage. Such receivership shall, at the option of Mortgagee, continue until full payment of all sums hereby secured, or until title to the Property shall have passed by foreclosure sale under this Mortgage and the period of redemption shall have expired. (c) The Mortgagee may purchase the Property or any part thereof at a foreclosure sale. It shall not be obligatory upon the purchaser at such sale to see to the application of the purchase money. (d.) If a release deed is required, it is agreed that the Mortgagor, its successors and assigns will pay the expenses thereof . (e) Any indulgence or departure at any time by the Mortgagee from any of the provisions hereof, or of any obligation hereby secured, shall not modify the same or relate to the future or waive future compliance herewith by Mortgagor. mm sm 451 PA (f) This mortgage shall run with the land, and bind and benefit the parties, their successors and assigns. MORTGAGOR: Dated: �4t —rIgi;3— The Centennial Group, Inc., a Delaware corpor ion By: Authorized S ' gnatory b F ,•'r,t;4�t�a,0' .STATE OF COLORADO ) COUNTY OF PITKIN ) MORTGAGEE: Town of Snowmass Village By: Mayor ATTEST: By: 5U21�w lb-zz� Town Clerk The forego' ng instrument was acknowledged before me this01,14- day of 1983, by Jefferson Tippett, as Mayor of the To f Snowmass Village, and Susan Garrison, as Town Clerk of the Town of Snowmass Village. Witness my hand and official seal. My commission expires: bf%�/�7 Notary Public If' Address: [S E A L] -5- Box 4 1 PAGE 470 STATE OF OKLAHOMA COUNTY OF OKLAHOMA The foregoing instrument was acknowledged before me this 25TH day of August 1983, by-,'!'p'ichaid �C. Howell -- -- ---- - -- J as President of The Centennial Group, Inc. a Delaware corporation. Witness my hand and official seal. My commission expir oil "Opgarmull-1611 JKL: c -6- 451 PIGEM 7 J SUBDIVISION IMPROVEMENTS AGREEMENT (Country Club Homes, Parcel 1, Filing No. 3, The Snowmass Club Subdivision) F- THIS AGREEMENT is made and entered into this day Of )OU O;A4± 1983, by and between the TOWN OF S%QWMAS VILLAGEzr COLORADO, a municipal corporation hereinafter sometimes designated as the "Town", and THE CENTENNIAL GROUP, INC, a SEP 21983 Delaware corporation, hereinafter designated as the "Developer". - W I T N E S S E T H: WHEREAS, Developer is the owner of certain property situate in the County of Pitkin, State of Colorado, and desires to develop said property, and has submitted to the Town a final subdivision plat showing a proposed subdivision layout for said lands, a copy of which plat is attached hereto as Exhibit A-1, A-2, and A-3 (the "Property"); and WHEREAS, Developer has public site improvements plan for Property being constructed by the attached hereto as Exhibit B; and further submitted to the Town a those improvements on the Developer, a copy of which is WHEREAS, the Town's Planning Commission and Town Coun- cil have approved the final subdivision plat submitted by the Developer subject to certain requirements and conditions which involve the installation of and construction of utilities and other municipal improvements in connection with the Property. NOW, THEREFORE, in consideration of the premises and the terms and conditions herein stated and for other valuable consideration, the adequacy of which is acknowledged by the parties hereto, it is agreed as follows: 1. Developer hereby guarantees the installation as hereafter provided, as necessary to serve the Property, and payment for all utility lines, water lines, fire hydrants, sanitary sewer lines, storm drainage improvements, street improvements, traffic control signs or devices, street name signs, and any other improvements described in Exhibit B. The Developer hereby warrants all such improvements for a period of one year after acceptance by the Town or the utility companies of such improvements. Developer agrees to correct promptly any deficiencies in such installation in order to meet the requirements of the plans and the specifications applicable to such installation. In the event such installation is not completed substantially within the applicable schedules and according to the specific plans set forth herein, the Town shall have the right to cause such additional work to be done as is necessary to complete the installation in such manner and the Developer shall be liable for the cost of such additional work. 2. Water Lines Boox 451 PArjE 455 a. At the request of the Developer, Snowmass Water and Sanitation District shall engineer and install all water lines, whether such lines are actually on the Property, bordering the Property or on other lands connecting the Property to the existing water distribution system in accordance with the standard specifications of the District. b. Installation of said lines shall be completed in accordance with the schedule attached hereto as Exhibit C. C. Developer understands and agrees that no certificate of occupancy for any structure in the subdivision shall be issued by the Town until the water line serving such structure is installed and accepted by the District. d. All of said lines shall be installed at the sole expense of the Developer, pursuant to an agreement with the District. 3. Sanitary Sewer Lines a. At the request of the Developer, Snowmass Water and Sanitation District shall engineer and install all sanitary sewer lines, whether such lines are actually on the Property, bordering the Property or on other lands connecting the Property to the existing sanitary sewer collection system in accordance with the standard specifications of the District. b. Installation of said lines shall be completed in accordance with the schedule attached hereto as Exhibit C. c. All of said lines shall be installed at the sole expense of the Developer, pursuant to an agreement with the District. 4. Electric, Gas and Telephone Lines and Facilities. At the request of the Developer, Holy Cross Elec- tric Association shall engineer and install all electric distri- bution lines and facilities required for the Property and the Developer shall pay for such work in accordance with the estab- lished charges of the Association, according to a schedule sub- ject to approval by the Town Engineer. At the request of the Developer, Rocky Mountain Natural Gas Company shall engineer and install all required gas lines and facilities required and the Developer shall pay for such work in accordance with the established charges of the Company, according to a schedule subject to approval by the Town Engineer. At the request of the Developer, Mountain Bell shall engineer and install all required telephone lines and facilities and the Developer shall pay for such work in accordance with the established charges of Mountain BOOK 451 PAG Bell according to a schedule subject to approval by the Town Engineer. 5. Storm Drainage Improvements a. The Developer shall install all storm drainage facilities shown on Exhibit B. b. Developer agrees to complete the installation of said facilities in accordance with the schedule attached hereto as Exhibit C. C. All of said facilities shall be installed at the sole expense of the Developer. d. The installation of all such facilities shall be inspected by the Snowmass Town Engineer and shall be subject to such Engineer's approval. The cost of such inspection shall be paid by the Developer. 6. Street Improvements a. Developer agrees to construct the improvements to Snowmass Club Circle and St. Andrews Court in conformance with the plans and specifications set forth in Exhibit B, as approved by the Town Engineer, at Developer's expense. b. Developer agrees to complete the installation of street improvements in accordance with the schedule attached hereto as Exhibit C. C. Developer agrees to install all standard street signs required by the Town of Snowmass Village, at Developer's expense. d. Developer agrees to revegetate all cuts and fills resulting from installation of streets in a manner which will prevent erosion, at Developer's expense. e. The installation of all streets shall be inspected by the Town Engineer and subject to such Engineer's approval. The cost of such inspection shall be paid by the Developer. f. Street improvements shall not be installed until all utility lines to be placed in the street have been completely installed. g. If any road constructed pursuant to this Agreement is unacceptable to the Town, based on engineering reasons, the Developer shall retain responsibility for the maintenance of such road, (notwithstanding the dedication of the right-of-way therefore to the Town), until such road is acceptable to the Town. The provisions of this paragraph shall not limit the right of the Town to exercise its rights under paragrapR an, I PAGE457 4 � 7 hereof. h. The Developer shall keep all streets free from an accumulation of dirt and debris during construction activities and shall maintain a periodic watering program as necessary within the construction area to control dust. Failure to do so in a reasonable and timely manner shall be a breach of this Agreement. 7. Developer acknowledges that the Town has adopted a road cut ordinance, the provisions of which shall apply to the alteration of any road necessitated by the installation of any utilities described in this Agreement. 8. During construction of any utilities described herein and buildings or any other improvements on the property described above, the Developer shall be responsible for controlling and expediting the movement of vehicular and pedestrian traffic through and around all construction sites and activity. 9. The Developer or its assigns shall be responsible for the maintenance and repair of all drainageways, siltation ponds, storm drains, access roads or other improvements of a public nature constructed or installed on the Property which are not dedicated to and accepted by the Town. 10. The Developer shall provide temporary off-street construction parking which shall be constructed with an all weather gravel surface. 11. Performance and Payment Guarantee. To insure Developer's performance under this Agreement, Developer has provided the Town a satisfactory financial guarantee in the form of a mortgage on the Property in the amount of $441,460 (Exhibit D), conditioned on Developer's full performance of its obligations hereunder and payment by the Developer of the cost of installing all improvements required to be paid for by the Developer. Upon completion of each phase of improvement and inspection, approval and acceptance thereof by the Town Engineer, utility company or the District, as applicable, the amount of the mortgage shall be reduced by the amount allocated to that phase, except ten percent thereof. The final release of the mortgage shall occur at such time as either (a) all proposed improvements are completed and approved by the Town Engineer (based on notices of completion and acceptance by the District or utility companies, as and if applicable) or (b) Developer provides to the Town a bond, letter of credit, escrow of funds, adequate construction loan commitment which the Town can draw on, or evidence of fully pre -paid contracts, to secure Developer's guarantee in an amount equal to the mortgage then outstanding. The Town shall subordinate the mortgage to a construction loan, at Developer's request, if such construction budg 451 PAu E7458 loan is issued by a state or federally chartered bank, savings and loan association or insurance company, and such loan contains an obligation on the part of such issuer to perform under this Agreement if there is a default by the Developer. In the event that any improvement guaranteed hereby is not complete at the time of sale of any condominium unit, the Developer shall substitute one of the devices listed in subparagraph (b) above for the guarantee mortgage in an amount equal to that unit's proportionate share of the uncompleted improvements. 12. Maintenance and Repair Developer agrees that it shall repair or pay for any damage to any existing improvements damaged during the construction of new improvements. The Town shall notify the Developer within a reasonable time after discovery of any claim hereunder, and Developer shall have a reasonable period of time within which to repair same. 13. This Agreement shall be binding upon the parties hereto, their successors and assigns, except purchasers of individual lots or residences. IN WITNESS WHEREOF, t 6 m,0 n t to be signed the day A (T,E S Tr-'.' r,\v 4 101 own Clerk APPROV ToVXtorney STATE OF OKLAHOMA ) ss. COUNTY OF OKLAHOMA ) he parties hereto have caused this and year first hereinabove THE TOWN OF SNOWMASS VILLAGE COLORADO By Mayor THE CE NIAL GRO C. By = As 11),5A,7-1 The foregoing instrument was acknowledged before me this Z,6'day of 7-(- , 1983 by _k?Ao as oVThe Centennial Group, Inc. J y commission expires I -z Z4 /1%'and official seal.,,�' At> 0,-, V 8 Ll C , Nrl For* U7 C 0 1' Notary /Public 0 4-0 � � x W BM*. 451\'PAGE459 } 72r>( \ \{ƒ: � \\ la \k \, / $ gi Qi ` ( \ \ |§\| \ \ _ ! ■®;! � IL � Z) ::3 % NO \ , \� LQ Q4�) j% � 0 4-0 � � x W z s - s� IF " G< a9��"it a:€P 816 C3 EM �t>v"a5za 08: .: Y° R t°.•SP $ S'Sfi �<t k.�'` Gfi eS�s�`Y 563zSa��oC �� �� �_- e Nx8 °8< y» $ sw R 8 spa 6E ..8 Ria o PIP Y� RHYa RiY Foe> S�t3 $sc5 ° 81�"`Q»noosaxa� <<a �5 M�Ha���m€s e$»�fflV$ 5 d$ -EF; €5€.gt�G-r-€H "a g>�5°z.=eFoa"op5Nay: �¢o,koet,< aWowez 7F _ -- egs FrRY °`«�Es°�"�� S. 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Min, I_- c�'°=� a� off° ss eo$a 39$s� 4x e a lit �00I w1t° 04 Q O J W L \ 1 a Iry [z5\ u 2 �r U x 0 3 w 2 W Z m U fr - W o Q � U � i W 5 j6•»'g'f .3 r 4� Iq \ II \\ e e p I 1-; slo o\i m I g `\ Y a \ \ 1 a Iry [z5\ u 2 �r U x 0 3 w 2 W Z m U fr - W o Q � U � i W 451 63 RXHTRTT C Boo} PnE ' to SUBDIVISION IMPROVEMENTS AGREEMENT for The Snowmass Club Subdivision Parcel 1, Filing No. 3 The public improvements outlined in the Subdivision Improvements Agreement shall be completed based on the following schedule: All water, sanitary sewer, gas, electric, telephone and cable television utility improvements servicing Lots 4 & 5 of the Property shall be completely installed and ready for final inspection by the Town Engineer no later than 12 months after the date of issuance of the first building permit on Lots 4 or 5. All water, sanitary sewer, gas, electric, telephone and cable television utility improvements servicing Lots 6, 7 or 8 of the Property shall be completely installed and ready for final inspection by the Town Engineer no later than 12 months after the date of issuance of the first building permit on Lots 6, 7 or 8. All clearing, grading, roadway drainage improvements and base course for St. Andrews Court, plus approximately 200 feet of Snowmass Club Circle (Sta. 29+08+ to Sta. 31+03+) if not previ- ously completed, and the detention pond on Lot 10 shall be com- plete no later than 12 months after the date of issuance of the first building permit on Lots 4 or 5. All utilities, including services, to be located within the roadway shall be completed prior to base course placement. All clearing, grading, roadway drainage improvements and base course for Snowmass Club Circle shall be complete no later than 12 months after the date of issuance of the first building permit on Lots 6, 7 or 8. All utilities, including services, to be located within the roadway shall be completed prior to base course placement. All asphalt paving and traffic control signage on St. Andrews Court, plus approximately 200 feet of Snowmass Club Circle (Sta. 29+08+ to Sta. 31+03+) if not previously completed, shall be com- pleted no later than 24 months after the date of issuance of the first building permit on Lots 4 or 5. All asphalt paving and traffic control signage on Snowmass Club Circle shall be completed no later than 24 months after the date of issuance of the first building permit on Lots 6, 7 or 8. On-site landscape planting and finish grading shall be completed on a lot by lot basis no later than 24 months after the date of issuance of the first building permit for any individual lot. EXHIBIT D Boog 451 PAGE464 to SUBDIVISION IMPROVEMENTS- `AG`RREMtNT* for Country Club Homes Parcel 1, Filing No. 3, The Snowmass Club Subdivision The estimated cost for installation of public site improve- ments and utilities necessary to serve the Property is as fol- lows: Snowmass Club Circle and St. Andrews Court $113,760 Drainage 13,500 Water 88,700 Sanitary Sewer 88,000 Natural Gas 7,500 Electric Power 74,500 Landscape 55,500 TOTAL $441,460