Highlighted below: 4 of 6 extracted standards. Sections and highlights carry their own anchors. The rest quote wording that differs from this rendering of the text.

APPENDIX J - Subdivision Improvements Agreement Form#

This Subdivision Improvements Agreement ("Agreement") is made and entered into by and between the TOWN OF CRESTED BUTTE, a Colorado municipal corporation ("Town") and _________________________________ ("Subdivider"). This Agreement shall be effective following execution by the Subdivider and immediately upon approval by the Town Council of the Town of Crested Butte as evidenced by the signature of the Town's Mayor or Mayor Pro Tem on the date indicated below.

1. Recitals#

The parties agree that each of the following statements is true and is a material part of this Agreement:

1.1#

The Subdivider represents that it is the sole owner of the real property described in the attached Exhibit A ("Property Description"), and has obtained approval from the Town to subdivide said property for a new subdivision to be known as ______________________________ Subdivision, Phase _____, Filing No. ____, ("Subdivision").

1.2#

Pursuant to the Town's Subdivision Regulations (Chapter 17 of the Crested Butte Municipal Code), the Final Plat of the Subdivision cannot be recorded until the Subdivider has entered into an agreement with the Town concerning the construction of the public improvements within the Subdivision. A copy of the Final Plat and the accompanying documents and plans shall be available for inspection at the Town Offices at 507 Maroon Avenue in Crested Butte, Colorado, during regular business hours. The Final Plat, as approved by the Town, is incorporated into this Agreement for all purposes, including illustration and interpretation of the terms and conditions of this Agreement.

1.3#

The Town seeks to protect the health, safety and general welfare of the community by requiring the completion of various improvements within the Subdivision and thereby limiting the harmful effects of substandard subdivisions, including premature subdivision which leaves property undeveloped and unproductive.

1.4#

The purpose of this Agreement is to protect the Town from the cost of completing subdivision improvements itself, and is not executed for the benefit of materialmen, laborers or others providing work, services or material to the Subdivision or for the benefit of lot or home buyers in the Subdivision.

1.5#

As consideration for the approval by the Town of the Final Plat for the Subdivision, the Subdivider agrees to construct certain hereinafter-described public improvements within the Subdivision in accordance with, and subject to, the terms, conditions and requirements of this Agreement. The parties hereby acknowledge the sufficiency and adequacy of said consideration.

2. Construction of Public Improvements#

The Subdivider covenants and agrees with the Town to plan, design, engineer and construct, at its sole cost, those public improvements (including required utility services) for the Subdivision as depicted on the attached Exhibit B ("Public Improvements List" and as described on the attached Exhibit C ("Public Improvements Description"). The Improvements shall be constructed strictly in accordance with the Town-approved plans and specifications for the Subdivision. In addition, the Subdivider shall provide to the Town, at no cost to the Town:

(a) Adequate assurance by a registered engineer that all construction done pursuant to this Agreement has been completed in accordance with the approved plans and specifications for the Subdivision; and

(b) "As-built" drawings for all the Improvements before preliminary acceptance by the Town as set forth in Subsection 17-5-80(g)(5) of the Subdivision Regulations contained in Chapter 17 of the Crested Butte Municipal Code.

Further, the Subdivider shall hire one (1) or more inspectors acceptable to the Town Engineer to provide inspection services to the reasonable satisfaction of the Town.

3. Timetable for Construction of Public Improvements#

3.1 Time of Essence#

The Town and the Subdivider mutually agree that time is of the essence and that timely performance by the Subdivider shall be an essential part of this Agreement.

3.2 Construction Schedule#

The Subdivider shall construct the Improvements in strict accordance with the schedule described on the attached Exhibit D ("Public Improvements Completion Schedule"). Any failure by the Subdivider to commence or complete the construction of the Improvements in strict compliance with the schedule established in Exhibit D shall constitute a default by the Subdivider and shall entitle the Town to proceed in accordance with the provisions of Paragraph 14 of this Agreement. The Subdivider shall not cease construction activities for any period of more than thirty (30) consecutive days, except for delays occasioned by winter weather conditions, without the Town's prior written approval.

3.3 Subdivider's Obligation Not Contingent#

The Subdivider's obligation to complete the Improvements shall arise upon the recording of the Final Plat of the Subdivision, shall be independent of any obligations of the Town contained herein and shall not be conditioned on the commencement of construction or sale of any lots or improvements within the Subdivision.

3.4 Force Majeure#

If the Subdivider is delayed in commencing or completing construction of the Improvements, as required herein, by reasons of strikes or other labor troubles, unavailability of materials, national emergency, any rule, order or regulation of any governmental authority, or other similar cause not within the Subdivider's control, and if prompt written notice of said cause of delay is given to Town by the Subdivider, then the time for the Subdivider to commence or complete construction, as the case may be, shall be deemed extended by the period of time during which said cause of delay shall continue.

4. Construction Standards#

The Improvements shall be constructed in accordance with all applicable laws, ordinances, codes, regulations and standards applicable in the Town.

5. Quality of Construction; Warranty#

5.1 Quality of Construction#

The construction of the Improvements shall be done in a good and workmanlike manner.

5.2 Warranty#

The Subdivider warrants that the Improvements, each and every one of them, shall remain free from defects for a period of two (2) years from the date that the Town preliminarily accepts the Improvements as provided in Paragraph 10 of this Agreement. During such two-year period, any defect determined to exist with respect to such Improvements shall be repaired or the Improvement replaced, at the Town's option, at the sole cost of the Subdivider. The Town shall have no obligation with respect to the Improvements, except for snowplowing, until they have been finally accepted by the Town in accordance with Subparagraph 10. The Subdivider shall maintain, in a reasonable, suitable and proper condition for travel, ingress and egress, all streets located within the subdivision until such time as the streets are finally accepted for maintenance by the Town.

5.3 Notice of Default; Cure Period#

Except as provided in Subparagraph 5.4 with respect to emergency repairs, the Town shall provide notice to the Subdivider if inspection reveals that any Improvement is defective for any reason. The Subdivider shall have thirty (30) days from the giving of such notice to cure the defect. Such thirty-day time limit may be extended by the Town if the Town determines that such defect cannot reasonably be cured within such thirty-day period. In the event the Subdivider fails to cure the defect within the thirty-day period or any extension thereof, the Town may, at its option, cure such defect and the Subdivider shall reimburse the Town for all costs incurred by the Town in curing such defect within thirty (30) days of receipt of an invoice therefor.

5. Default and Emergency Repairs (continued)#

5.4 Emergency Repairs#

If at any time it appears that the Improvements may be significantly damaged or destroyed as a result of a bona fide emergency, the Town shall have the right, but not the duty, to enter upon the Property and perform such repairs and take such other action as may be reasonably required in the Town's judgment to protect and preserve the Improvements. The Town shall have no duty to inspect the Property to identify emergency situations which may arise. Prior to taking any action pursuant to this Subparagraph 5.4, the Town shall make a reasonable effort to locate the Subdivider and advise the Subdivider of the existence and nature of the emergency. The reasonableness of the Town's efforts to locate the Subdivider shall be determined based upon the nature of the emergency and the Town's efforts to locate and notify the Subdivider. If, after reasonable efforts, the Subdivider cannot be located, the Town shall have the right to enter the Property and perform any needed emergency repairs as herein provided; and, upon demand, the Subdivider shall reimburse the Town for the costs of such emergency repairs. Failure of the Subdivider to pay to the Town the costs of such emergency repairs within fifteen (15) days after demand shall constitute a default as provided in Subparagraph 12.8 of this Agreement.

6. Compliance With Law and Building Permit#

6.1 Compliance With Law#

When fulfilling its obligations under this Agreement, the Subdivider shall comply with all relevant laws, ordinances and regulations in effect at the time of Final Plat approval. The Subdivider shall also be subject to laws, ordinances and regulations that become effective after Final Plat approval to the extent permitted by applicable Colorado law.

6.2 Compliance With Building Permit#

When fulfilling its obligations under this Agreement, the Subdivider shall strictly comply with the terms, conditions, limitations and requirements of the Building Permit which has been issued for the construction of the Improvements by the Town.

7. Transfer of Title to Improvements#

7.1 Dedication on Plat#

The Subdivider shall dedicate such of the Improvements as may be requested by the Town, by appropriate language on the face of the Final Plat of the Subdivision. Such dedication shall be made free and clear of all liens, encumbrances and restrictions, except for the permitted exceptions shown on the attached Exhibit E ("Permitted Title Exceptions"), which are the same as or fewer than those identified in the statement of ownership and encumbrances provided pursuant to Section 17-5-50(c) of the Crested Butte Municipal Code, and which, in the sole discretion of the Town, do not defeat, limit or impede the Town's ability to use the dedicated property as intended.

7.2 Conveyance of Improvements Other Than by Dedication on Plat#

As to any of the Improvements which have not previously been dedicated on the Final Plat of the Subdivision, such Improvements shall be conveyed to the Town, or other appropriate entity, by general warranty deed (if real estate) or by bill of sale with full warranty of title (if personal property), free and clear of all liens, encumbrances and restrictions (except for permitted exceptions shown on Exhibit E), upon the determination of the Town Engineer that such Improvements have been satisfactorily completed and that acceptance of such Improvements by the Town is proper in accordance with the provisions of Paragraph 10 below. Conveyance of such Improvements shall be made by an instrument acceptable as to form and substance by the Town Attorney.

8. Performance Guarantee#

The estimated cost of constructing the Improvements, as determined by a licensed

engineer selected by the Subdivider, with the Town's approval is $ _____________ (see
Exhibit C). Accordingly, the Subdivider has posted the following with the Town's approval
as a guarantee of the performance of its obligations hereunder, including its obligation
with respect to the two-year warranty period provided for in Subparagraph 5.2 above.

8.1 A cash bond in the amount of $ _________________.

8.2 An irrevocable Letter of Credit issued by a qualified Colorado lending institution
acceptable to the Town in the amount of $ _____________; such letter of credit shall
be substantially in the form provided on the attached Exhibit F ("Letter of Credit
Form").

8.3 Other: Agreement to Provide Alternative Security for Subdivision Improvements, a
copy of which is attached as Exhibit G ("Agreement for Alternative Security").

Such Performance Guarantee shall remain in effect and shall be renewed by the Subdivider
as necessary until released by the Town in accordance with the provisions of Paragraph
9 of this Agreement. The Town shall use the Performance Guarantee, or any funds realized
from the Performance Guarantee, for the purposes of completing the Improvements, correcting
defects in or associated therewith, including actual legal and engineering expenses
reasonably incurred by the Town.

9. Release of Performance Guarantee.

9.1 When Released. The Subdivider's Performance Guarantee described in Paragraph 8 above
shall be released and returned to the Subdivider, without interest thereon, only at
such time as the Town determines, in its sole discretion, that all of the Improvements
have been properly constructed or installed and preliminarily accepts them in accordance
with Subsection 17-5-70(g) of the Crested Butte Municipal Code; and the two-year warranty period provided
for in Subparagraph 5.2 has expired and the Improvements are finally accepted. The
Town may, in its sole discretion, and upon the request of the Subdivider made in accordance
with Subparagraph 9.2, and subject to the requirements of said Subparagraph, partially release the Performance
Guarantee so long as the amount of the Performance Guarantee at all times equals or
exceeds one hundred twenty-five percent (125%) of the estimated cost to complete the
remaining Improvements. There shall be no reduction in the amount of the Performance
Guarantee if the Subdivider is in default under this Agreement.

9.2 Request for Partial Release of Performance Guarantee. The Subdivider may make periodic
requests for the partial release of the Performance Guarantee in accordance with the
provisions of this Subparagraph 9.2. All such requests shall be in writing to the Town Council, shall be for a reduction
of at least twenty percent (20%) of the total original Performance Guarantee or any
multiple thereof, and shall be accompanied by an invoice for the portion of the work
reflected in the request. No more than one (1) request for a partial release of the
Performance Guarantee may be submitted each month. The last twenty percent (20%) of
the Performance Guarantee may not be released until all of the Improvements have been
preliminarily accepted, and the two-year warranty period has run and the Improvements
are finally accepted by the Town.

10. Acceptance of Improvements. Final acceptance of the Improvements by the Town shall occur as set forth in Subsection
17-5-70(h) of the Crested Butte Municipal Code, and evidenced by written notification from
the Town Manager. The Town shall not be required to accept any of the Improvements
until the Town Engineer determines that:

A. The Improvements have been satisfactorily completed in accordance with the approved
plans and specifications for the Improvements;

B. The Subdivider has delivered to the Town the as-built drawings as required by Paragraph
2; and

C.#

As to any of the Improvements not dedicated on the face of the Plat, the Subdivider has delivered to the Town instruments conveying such Improvements to the Town or other appropriate entity in accordance with Paragraph 7, together with a policy of title insurance demonstrating to the satisfaction of the Town Attorney that the Town or other entity is or will be the owner of such Improvements free and clear of all liens, encumbrances or other restrictions (except for those permitted title exceptions as shown on Exhibit E).

Preliminary acceptance of the Improvements does not constitute a waiver by the Town of the right to draw on the Performance Guarantee to remedy any defect in or failure of the Improvements that is detected or which occurs after acceptance of the Improvements, nor shall such acceptance operate to release Subdivider from its warranty as herein provided.

11. Payment in Lieu of Dedications.#

The Developer agrees to make any and all payments in lieu of dedications as set forth in Subsection 17-5-90(i) of the Crested Butte Municipal Code prior to the Town's execution of its approval on the Final Plat. The amount of such payment shall be as calculated on the attached Exhibit H ("Payment in Lieu of Dedication").

12. Default.#

The following conditions, occurrences or actions shall constitute a default by the Subdivider under this Agreement:

12.1#

Subdivider's failure to commence construction of the Improvements within the time specified in Exhibit D;

12.2#

The Subdivider's failure to complete construction of the Improvements within the time specified in Exhibit D;

12.3#

The Subdivider's failure to construct improvements in accordance with the approved plans and specifications for the Improvements and this Agreement;

12.4#

The Subdivider's failure to cure defective construction of any Improvement within the applicable cure period as provided in Subparagraph 5.3;

12.5#

The Subdivider's failure to perform work within the Subdivision for a period of more than thirty (30) consecutive days, except for delays occasioned by winter weather conditions, without the prior written approval of the Town;

12.6#

The Subdivider's insolvency, the appointment of a receiver for the Subdivider or the filing of a voluntary or involuntary petition in bankruptcy respecting the Subdivider;

12.7#

Foreclosure of any lien against the Property or a portion of the Property or assignment or conveyance of all or part of the Property in lieu of foreclosure prior to final acceptance of the Improvements by the Town as provided in Paragraph 10;

12.8#

The Subdivider's failure to pay to Town upon demand the cost of emergency repairs performed in accordance with Subparagraph 5.4 of this Agreement;

12.9#

The Subdivider's sale of any real property or transfer of any interest in real property in all or part of the Property prior to preliminary acceptance of the Improvements as provided in Paragraph 10 of this Agreement, in violation of Section 17-1-30 of the Crested Butte Municipal Code; or

12.10#

The Subdivider's violation of any provision of this Agreement, the Town's Subdivision Regulations or Zoning and Land Use Ordinance, or any other ordinances of the Town;

The Town may not declare a default until fifteen (15) days' advance written notice has been given to the Subdivider; provided, however, that such notice shall not be required with respect to any defective construction for which thirty (30) days' notice of right to cure has been given in accordance with Subparagraph 5.3 hereof.

13. Measure of Damages.#

The measure of damages for breach of this Agreement by the Subdivider shall be the reasonable costs of obtaining the appropriate performance guarantee funds and completing the Improvements, including design, engineering, legal and inspection costs. For Improvements

Subdivision Improvements Agreement (continued)#

13. Cost of Completion (continued)#

upon which construction has not begun, the estimated cost of the Improvements as supplied by the Subdivider pursuant to Paragraph 8 and shown on Exhibit C shall be prima facie evidence of the cost of completion; however, neither that amount nor the amount of the Performance Guarantee establishes the maximum amount of the Subdivider's liability. The Town shall be entitled to, but not obligated to, complete all unfinished Improvements after the time of default regardless of the extent to which development has taken place in the Subdivision or whether development ever commenced.

14. Town's Rights Upon Default#

In the event of default, the Town shall have the following rights:

14.1#

The Town Manager may stop work on the Improvements until a schedule and agreement on compliance for construction has been reached.

14.2#

The Town may, but shall not be required to, have the Improvements constructed by such means and in such manner as the Town shall determine, without the necessity of public bidding.

14.3#

If the Town elects to have the Improvements constructed pursuant to Subsection 17-5-70(e) of the Crested Butte Municipal Code and this Paragraph 14, it shall have the right to use the Subdivider's Performance Guarantee to pay for the construction of such Improvements. If the amount of the Performance Guarantee exceeds the costs of obtaining the performance guarantee funds and constructing the Improvements as set forth in Paragraph 13 hereof, the Town shall deliver any excess funds to the Subdivider. If the Performance Guarantee is insufficient to fully pay such costs, the Subdivider shall, upon demand, pay such deficiency to the Town, together with interest thereon as provided in Paragraph 15.

14.4#

The Town may exercise such rights it may have under Colorado law, including, without limitation, the right to bring suit against the Subdivider for injunctive relief or for specific performance of this Agreement, or to recover damages for the breach by the Subdivider of this Agreement.

14.5#

The Subdivider hereby grants to the Town, its successors, assigns, agents, contractors and employees, a nonexclusive right and easement to enter the Property for the purposes of constructing, maintaining and repairing any Improvements pursuant to the provisions of this Paragraph 14.

14.6#

In addition to any remedies provided for herein or by law or equity, while the Subdivider is in default under this Agreement, the Town may refuse to issue building permits for the Subdivision and the Subdivider shall have no right to sell, transfer or otherwise convey lots or homes within the Subdivision without the express written approval of the Town.

14.7#

The remedies provided for herein are cumulative in nature.

15. Interest#

Any sum which is required to be paid by the Subdivider to the Town under this Agreement and which is not timely paid shall accrue interest at eighteen percent (18%) per annum, commencing as of the date such sum was due.

16. Maintenance of Open Lands#

As required by Section 17-9-100 of the Crested Butte Municipal Code:

16.1#

The subdivider shall cause a stewardship fund in the amount of $_____________ to be created within six (6) months after the execution of this Agreement, said fund to be segregated from other funds and used for resolving boundary disputes and to otherwise protect the open lands as required by the Subdivision Regulations.

16.2#

The Subdivider shall be responsible for and hereby agrees that open lands not dedicated to the Town shall be maintained in their natural state by providing for at least the following:

a. Maintenance of natural and artificial water courses as free-flowing and devoid of debris;

b. Adequate undeveloped space for stream channels to change as they naturally do over time; and

c. The Subdivider and its successors and assigns, and the grantee of any conservation

Subdivision Improvements Agreement (Continued)#

17. Public Utilities#

The Subdivider shall pay all installation charges for lighting, electricity, natural gas and cable television required for the Subdivision. All utility lines shall be placed underground in accordance with applicable Town requirements.

18. Relocation of Utility Lines and Easements; Oversizing#

The Subdivider shall bear all costs associated with relocating any water, sewer, electrical, gas or cable television lines and providing for respective easements for construction of the same within and outside of the Subdivision. If oversizing is required, the cost of such oversizing shall be paid as set forth in the Agreement attached as Exhibit I ("Agreement for Payment of Oversized Utility Fees").

19. Subdivision Monumentation#

In accordance with applicable Colorado law, and with Section 17-6-60 of the Crested Butte Municipal Code, the Subdivider shall establish all subdivision lot corners and have the monumentation approved by the Town Building Official prior to issuance of any certificate of occupancy within the Subdivision.§

20. Debris#

The Subdivider shall take all steps necessary to limit and prevent the accumulation of and to remove accumulated mud, sediment, dirt, trash and other debris that is "tracked," blown or otherwise carried onto public property or off-site onto private property during development. Such obligation shall continue until all Improvements within the subdivision are completed. If the Subdivider fails to remedy any conditions caused or generated by the development of the Subdivision as contemplated by this Paragraph within twenty-four (24) hours of oral or written notice by the Town, the Subdivider agrees to pay upon demand to the Town any costs reasonably incurred by the Town in remedying such conditions. Nothing herein shall obligate the Town to remedy any such conditions or limit the Town in its selection of the method or manner of remedy.

21. Payment of Fees and Charges#

The Subdivider agrees to comply with all the ordinances, rules and regulations of the Town and shall pay all fees and other charges in a timely manner as required by the Town, including but not limited to building permit fees, inspection fees and tap fees imposed by Town ordinance, resolution or motion, or by the terms and conditions of this Agreement.

22. Landscaping Improvements#

The Subdivider shall install, at its own expense and at no cost to the Town, all landscaping as depicted on the approved landscaping plan.§ All landscaping that dies within two (2) years after preliminary acceptance of the Improvements by the Town shall be replaced by the Subdivider at its sole cost, and shall be required to live for at least two (2) years from the time it is replanted. The Subdivider's obligations under this Paragraph shall be guaranteed as part of the Improvements, as set forth in Paragraphs 8, 9 and 10 of this Agreement.

23. Erosion Control#

The Subdivider shall comply with the applicable provisions of Section 17-6-80 of the Crested Butte Municipal Code during all stages of Improvement construction.§

24. State Highway Access Permit#

The Subdivider agrees to obtain approval of any access permit required for Highway 135 or any county road prior to the commencement of construction of the Improvements.

25. Parking#

The Subdivider agrees to stripe and sign all parking spaces as may be required in accordance with the requirements of the final plan prior to the issuance of a certificate of occupancy for any structure served by the subject parking area.§

26. Contracting Licensing#

Before proceeding with any of the work contemplated herein, the Subdivider shall ensure that all contractors and/or subcontractors employed by the Subdivider shall have paid the appropriate business occupational license tax and other taxes or fees.

Subdivision Improvements Agreement (Excerpt)#

27. 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 Town and Subdivider, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third person on this Agreement. It is the express intention of the Town and Subdivider that any person other than the Town or Subdivider receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.

28. Form of Payment of all Fees and Charges#

Unless otherwise agreed to by the Town Manager on a case-by-case basis, the Subdivider's payment of fees and charges specified by this Agreement shall be made in the form of certified funds, cashier's check or wire transferred funds delivered to the Town Manager or his or her designee, or to accounts identified by said person.

29. Review of Reference Documents#

The Subdivider hereby understands and acknowledges that the public documents referenced in this Agreement, including but not limited to the Town Code, Zoning and Land Use Ordinance and Subdivision Regulations, were prior to the execution of this Agreement, and are presently available for review and inspection at the Town Offices located at 308 Third Street, Crested Butte, Colorado from 8:30 a.m. through 5:00 p.m., Monday through Friday.

30. Other Provisions#

30.1. Attorney's Fees#

It is agreed that, if any action is brought in a court of law by either party to this Agreement concerning the arbitration, enforcement, interpretation or construction of this Agreement, or any documents provided for herein, the substantially prevailing party, either at trial or upon appeal, shall be entitled to reasonable attorneys' fees, as well as costs, including expert witness fees, incurred in the prosecution or defense of such action.

30.2. Indemnification#

The Subdivider agrees to indemnify and hold the Town, its officers, employees, agents and insurers harmless from and against all liability, claims and demands on account of injury, loss or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with the construction of the Improvements or other work performed upon the Subdivision, if such injury, loss or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, intentional act or other fault of the Subdivider any subcontractor of the Subdivider, or any officer, employee, representative or agent of the Subdivider or of any subcontractor of the Subdivider, or which arise out of any workers' compensation claim of any employee of the Subdivider or of any employee of any subcontractor of the Subdivider. The Subdivider agrees to investigate, handle, respond to and provide defense for and defend against any such liability, claims or demands at the sole expense of the Subdivider. The Subdivider also agrees to bear all other costs and expenses related thereto, including court costs and attorneys' fees, whether or not any such liability, claims or demands alleged are determined to be groundless, false or fraudulent.

30.3. No Waiver#

No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, nor shall it be deemed to constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement signed by both the Town and Subdivider; nor shall the waiver of any default under this Agreement be deemed a waiver of any subsequent default or defaults of the same type. The Town's

30.4. Vested Property Rights.#

This Agreement shall not alter, enlarge, extend or modify any vested right obtained by the Subdivider in connection with the Subdivision. The Subdivider hereby waives its rights to any claims against the Town under Colorado vested property rights statutory or common laws if the Town suspends work or withdraws its approval because of false or inaccurate information provided by the Subdivider.

30.5. Recordation.#

This Agreement and the Subdivision Final Plat shall be recorded by the Town in the office of the Clerk and Recorder of Gunnison County, Colorado, and the Subdivider shall pay to the Town the costs thereof upon demand. It is the Subdivider's obligation to prepare and submit to the Town the Final Plat in a form and upon material acceptable for recordation by the Clerk and Recorder.

30.6. Immunity.#

Nothing contained in this Agreement shall constitute a waiver of the Town's sovereign immunity under any applicable state or federal law.

30.7. Personal Jurisdiction and Venue.#

Personal jurisdiction and venue for any civil action commenced by either party to this Agreement, whether arising out of or relating to the Agreement or the Performance Guarantee, shall be deemed to be proper only if such action is commenced in the District Court of Gunnison County, Colorado. The Subdivider expressly waives its right to bring such action in or to remove such action to any other court, whether state or federal.

31. Code Changes.#

References in this Agreement to any provision of the Town's Municipal Code or to any Town or other governmental standard are intended to refer to any subsequent amendments and/or revisions to such Code or standard. Such amendments or revisions shall be binding upon Subdivider.

32. Nonassignability.#

This Agreement may not be assigned by the Subdivider without the prior written consent of the Town.

33. Notices.#

Any notice required or permitted hereunder shall be in writing and shall be sufficient if personally delivered, mailed by certified mail, return receipt requested, or sent by facsimile, addressed as follows:

If to the Town:

Town of Crested Butte
Attn: Town Manager
P. O. Box 39
Crested Butte, CO 81224
(970) 349-5338
Fax No. (970) 349-6626

With a Copy (Which Shall Not Constitute Notice to the Town) to:

If to the Subdivider:

Notices mailed in accordance with the above provisions shall be deemed to have been given on the third business day after mailing. Notices personally delivered shall be deemed to have been given upon delivery. Notices sent by facsimile shall be deemed to have been given at the time the transmission is received. Nothing herein shall prohibit the giving of notice in the manner provided for in the Colorado Rules of Civil Procedure for service of civil process.

34. Entire Agreement.#

This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes any prior agreement or understanding relating to such subject matter.

35. Severability.#

It is understood and agreed by the parties hereto that, if any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, state or federal, the validity of the remaining portions or provisions hereof shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision.

Modification. This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.
Counterparts. This Agreement may be executed simultaneously in two (2) or more copies, each of which shall be considered an original for all purposes and all of which together shall constitute but one and the same instrument.
Paragraph Headings. Paragraph headings are inserted for convenience only and in no way limit or define the interpretation to be placed upon this Agreement.
Binding Effect. This Agreement shall run with the Property and shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns and legal representatives.
Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Colorado.
Incorporation of Exhibits. The attached Exhibits A through I, inclusive, are incorporated herein by reference. The Exhibits are:

Exhibit	Description
Exhibit A	Property Description
Exhibit B	Public Improvements List
Exhibit C	Public Improvements Description
Exhibit D	Public Improvements Completion Schedule
Exhibit E	Permitted Title Exceptions
Exhibit F	Letter of Credit Form
Exhibit G	Agreement for Alternative Security
Exhibit H	Payment in Lieu of Dedication
Exhibit I	Agreement for Payment of Oversized Utility Fees

Dated to be effective the _____ day of ___________, 20.

TOWN OF CRESTED BUTTE, a Colorado home rule municipal corporation

By: ___________________________________

/s/ _________________________ Mayor

ATTEST:

/s/ _________________________ Town Clerk

DEVELOPER:

By: ___________________________________

STATE OF COLORADO ) ) ss. COUNTY OF GUNNISON )

The foregoing instrument was acknowledged before me this _____ day of ___________, 20, by ________________________, Mayor, and _________________________, Town Clerk, of the Town of Crested Butte, a Colorado home rule municipal corporation.

WITNESS my hand and official seal.

My commission expires _______________________.

/s/ _________________________ Notary Public

(SEAL)

STATE OF COLORADO ) ) ss. COUNTY OF GUNNISON )

The foregoing instrument was acknowledged before me this _____ day of ___________, 20.

WITNESS my hand and official seal.

My commission expires _______________________.

/s/ _________________________ Notary Public

(SEAL)

(Code §§17-4-50, 17-5-50, 17-5-70, 17-5-80, ; Ord. 4 §1, 2009)