YONLEY PUD PRELIMINARY APPLICATION

EXHIBIT Q

DRAT MOAPI

MEMORANDUM OF AGREEMENTFOR PUBLIC IMPROVEMENTS

YONLEY PUD: HUDSON PROPERTYMONTEZUMA, COLORAO

THIS MEMORANDUM OF AGREEMENT FOR PUBLIC IMPROVEMENTSAGREEMENT (ths "Agreement") made and entered into ths _day of200_, by and between the TOWN OF MONTEZUMA, a Colorado municipal corporation (the"Town" ) and Sean Hudson and Anne Hudson, individuals (the "Developer").

RECITALS

WHEREAS, the Developer is the owner of Yon ley Mil Site, No. 574, Snake RiverMig District, as described in United States Patent recorded May 22, 1880 in Book 17 at Page 502,County of Summt, State of Colorado. Exceptig a Tract of Land described in Decree Quietig TideCivil Action No 2582 in the District Court in and for the County of Summt and State of Colorado,recorded Decem ber 21, 1971, in Book 215 at Page 16 as Reception No. 123898 and Exceptig aTract of Land as described in the Quit Claim Deed recorded July 16, 1955 in Book 143 at Page 27 asReception No. 75969, County of Summt, State of Colorado, (the "Property"); and

WHEREAS, pursuant to and in accordance with the Yonley PUD approval, theDeveloper and the Town desire to make reasonable provisions for constrction of improvements toportions of Thid Street, as shown on Exhibit A (the "Improvements"); and

WHEREAS, the Developer, as a condition of approval for the Yonley PUD (the"PUD"), has agreed to constrct the Improvements; and

WHEREAS, the Developer is obligated to provide security or collateral sufficient inthe judgement of the Town to make reasonable provisions for completion of the Improvements setforth in the attached estiates in accordance with the approved plans and specifications fùed with

the Town; and

NOW THEREFORE, in consideration of the following mutual covenants andagreements, the Developer and the Town agree as follows:

1. Scope of Improvements. The Improvements are deemed to include all on-site andoff-site Improvements, includig but not lited to Improvements as set forth in all documents,constrction drawings, designs, maps, specifications, sketches, cost estiates and other materialsfied with the Town or submitted to the Town by the Developer prior to acceptance of theImprovements by the Town (the"Plans").

2. Scope of Work. The Developer hereby agrees, at its intial sole cost and expense, tofurnish all necessary equipment and material, and to complete all Improvements as referenced in theattached Exhibit A and as set forth in the Plans in accordance with all applicable laws. TheDeveloper shall complete, in a good and workmanlie manner, the Improvements in accordance

with all approved Plans, and do all work incidental thereto. The Developer and the Town shall actaccordig to and in compliance with the following:

a. The Developer shall submit construction drawings to the Town.

the work.b. The Town shall review and approve the Plans prior to the commencement of

c. The Town and Developer shall agree, prior to the commencement of thework, on progress thresholds for documentation or inspection by the Town.

d. For each documentation item, the Town, prompdy after receiving the

requied documentation, shall review the information presented and, if necessary, make an on-siteinspection of the work completed.

e. For each inspection item, the Developer shall notify the Town for the

purpose of arranging an on-site inspection no less than forty-eight (48) hours in advance of theidentified theshold stages of construction. The Town shall make an on-site visit with the forty-

eight (48) hour notification period or as shordy thereafter as reasonably possible for generalobservation of construction methods being employed at these stages. Said on-site inspection by theTown shall in no way abrogate the duties of the Developer oudied elsewhere in ths Agreement.

f. All work shall be done under the inspection of, and to the satisfaction of, the

Town, and shall not be deemed complete unti approved and accepted as completed by the Town.

3. Date of Completion. All Subdivision Improvements shall be completed prior to the

sale of any lot in the Yonley PUD or , 200_, whichever is earlier.

4. Approval and Acceptance of Work. All work to complete the Improvements shallbe done to the reasonable satisfaction of the Town, and shall not be deemed complete untiapproved and accepted as complete by the Town.

a. Sole Responsibilty of Developer Prior to Town Acceptance. At all ties

prior to the completion and acceptance of the Improvements, each of said Improvements notaccepted as complete shall be under the sole responsibilty and charge of the Subdivider.

b. As-Buit Drawings of Subdivision Improvements. Upon acceptance by the

Town, as-buit drawings, sealed, signed and dated by a Registered Professional Engineer showing theas-constructed locations of the Improvements shall be submitted to the Town. This shall includeas-built drawings in an electronic format acceptable to the Town.

5. Warranties and Guarantees. The Developer shall warranty the work and materials of

all Improvements for a period of two years after the Town's acceptance of the Improvements.

6.

the sum of $Estiated Costs of the Improvements. The estiated cost of the Improvements is

, as summarized in Exhibit A.

7. Security. To secure and guarantee performance of the obligations as set forth herein,

the Developer agrees to provide collateral as follows:

a. A cash deposit account with the Town, as escrow agent, in the amount of

$ as collateral for the completion of the Improvements, in the event there is a

default under ths Agreement by the Developer.

b. The Developer may at any tie substitute the collateral origially set forthabove for another form of security or collateral acceptable to the Town to guarantee the faithfulcompletion of the Improvements and the performance of the terms of ths Agreement. Suchacceptance by the Town of alternative security or collateral shall be at the Town's sole discretion.

8. Town Liabilty. The Town shall not, nor shall any officer or employee thereof, beliable or responsible for any accident, loss or damage happenig or occurring to the work specifiedin this Agreement prior to the completion and acceptance of the same, nor shall the Town, nor anyofficer or employee thereof, be liable for any persons or property injured by reason of the natue ofsaid work, but all of said liabilties shall be and are hereby assumed by the Developer.

9. Indemnfication. The Developer hereby agrees to indemnify and hold harmless the

Town, and any of its officers, agents and employees against any losses, clais, damages, or liabiltiesto which the Town or any of its offcers, agents or employees may become subject to, insofar as anysuch losses, claims, damages or liabilties (or actions in respect thereof) arise out of or are basedupon any performance by the Developer hereunder; and the Developer shall reimburse the Townfor any and all legal or other expenses reasonably incurred by the Town in connection withinvestigatig or defendig any such loss, claim, damage, liabilty or action. This indemnity provision

shall be in addition to any other liabilty which the Developer my have.

10. Default. If the Town determies, at its sole discretion, that any of theImprovements are not constrcted in compliance with the approved plans and specifications fùed inthe office of the Community Development Department of the Town or not accepted by the Townas complete on or before the Date of Completion, the Town may, but shall not be requied to, drawupon the security referred to in ths Agreement and complete the uncompleted improvementsreferred to in ths Agreement.

a. If the costs of completig the uncompleted Improvements exceed the dollar

amount of the deposit, the excess, together with interest at twelve percent (12%) per annum, shall bea lien against the property and may be collected by civil suit or may be certified to the treasurer ofSumt County to be collected in the same manner as deliquent ad valorem taxes levied againstsuch property. If the Developer fails or refuses to complete the Improvements, such failure orrefusal shall be considered a violation of the Yonley PUD approval.

11. Certificates of Insurance. The Subdivision shall secure from any contractor or

subcontractor engaged in the work necessary to comply with ths Agreement a Certificate ofInsurance providig for liabilty protection in the mium amount of $150,000 per individual and$600,000 per occurrence namig the County as an additionally-named insured. The Subdivider, if itserves as the contractor for the Subdivision Improvements, shall provide insurance in the same formand amounts as requied of the general contractor. Said lits shall be adjusted to comply with any

changed lits in the Colorado Governmental Immunity Act, Tide 24, Article 10, Colorado RevisedStatutes.

12. Bindig upon Successors. This Agreement shall inure to the benefit of and bebindig upon the parties hereto, their respective successors and assigns.

13. No Rights to Thid Parties. This Agreement does not and shall not be deemed toconfer upon or grant to any thd party any right to claim damages or to bring any lawsuit, action orother proceedigs against either the County or its officers, employees or agents because of anybreach hereof or because of any terms, covenants, agreements or conditions contained herein.

14. Notice. Notice requied pursuant to the terms of ths Agreement shall be deemed

given on the day that the same is placed in the United States Mail, postage prepaid, certified orregistered mail, return receipt requested.

15. Enforcement and Attorney Fees. The County may enforce the provisions of thsAgreement in the same manner and with the same remedies applicable to the enforcement of landuse regulations pursuant to the Eagle County Land Use Regulations, as they may be amended fromtie to tie, or as otherwise provided bylaw. Alternatively, the terms of ths Agreement may be

enforceable by the Board or its designee by any appropriate equitable or legal action, includig butnot lited to specific performance; mandamus, abatement or injunction. The remedies explicidy

provided herein are cumulative, and not exclusive, of all other remedies provided bylaw. Theprevailg party in any action brought pertaing to ths Agreement shall be awarded its costs and

reasonable attorney's fees.

16. Amendment. The parties hereto mutually agree that this Agreement may beamended from tie to tie, provided that such amendments be in writig and executed by all

parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed ths Agreement the day and year firstabove written.

TOWN OF MONTEZUMA

By:

Steve Hornback, Mayor

Address for giving notice:5425 Montezuma RoadMontezuma, CO 80435

Phone: (970) _ -

STATE OF COLORADO )) ss.

COUNTY OF EAGLE )

The foregoing was acknowledged before me ths day of

by Steve Hornback, as Town Mayor, Town of Montezuma, Colorado.,200_,

WITNESS my hand and official seaL.

My commssion expires

(seal)Notary Public

DEVELOPER:

Sean Hudson

Anne Hudson

Address for giving notice:4465 Darley AvenueBoulder, CO 80305

Phone: 303-554-8367

STATE OF COLORADO )) ss.COUNTY OF )

The foregoing was acknowledged before me thsby Sean Hudson and Anne Hudson.

day of ,200_

WITNESS my hand and official seaL.

My commssion expires

(seaDNotary Public

MEMORADUM OF AGREEMENTFOR PUBLIC IMPROVEMENTS

YONLEY PUD: WEIGEL PROPERTYMONTEZUMA, COLORAO

THIS MEMORANDUM OF AGREEMENT FOR PUBLIC IMPROVEMENTSAGREEMENT (ths "Agreement") made and entered into ths _day of200_, by and between the TOWN OF MONTEZUMA, a Colorado municipal corporation (the"Town") and the Weigel Trust, James J. Weigel and Paule R. Weigel, Trustees, and Michael J.Weigel, an individual (the "Developer").

RECITALS

WHEREAS, the Developer is the owner of Yon ley Mi Site, No. 575, Snake RiverMing District, as described in United States Patent recorded May 22, 1880 in Book 17 at Page 498,County of Summt, State of Colorado. Exceptig out portions described in Decree Quietig TideCivil Action No 2582 in the District Court in and for the County of Summt and State of Colorado,recorded December 21, 1971, in Book 215 at Page 16 as Reception No. 123898 and a tract recordedin Book 273 at Page 605, and exception a parcel of land as described in the Quit Clai Deedrecorded July 16, 1955 in Book 143 at Page 27 as Reception No. 75969, County of Sumt, State ofColorado, (the "Property"); and

WHEREAS, pursuant to and in accordance with the Yonley PUD approval, theDeveloper and the Town desire to make reasonable provisions for constrction of improvements toportions of Thid Street, as shown on Exhibit A (the "Improvements"); and

WHEREAS, the Developer, as a condition of approval for the Yonley PUD (the"PUD"), has agreed to construct the Improvements; and

WHEREAS, the Developer is obligated to provide security or collateral sufficient inthe judgement of the Town to make reasonable provisions for completion of the Improvements setforth in the attached estiates in accordance with the approved plans and specifications filed withthe Town; and

NOW THEREFORE, in consideration of the following mutual covenants andagreements, the Developer and the Town agree as follows:

1. Scope of Improvements. The Improvements are deemed to include all on-site andoff-site Improvements, includig but not lited to Improvements as set forth in all documents,constrction drawings, designs, maps, specifications, sketches, cost estiates and other materialsfied with the Town or submitted to the Town by the Developer prior to acceptance of theImprovements by the Town (the"Plans").

2. Scope of Work. The Developer hereby agrees, at its intial sole cost and expense, tofurnish all necessary equipment and material, and to complete all Improvements as referenced in theattached Exhibit A and as set forth in the Plans in accordance with all applicable laws. The

Developer shall complete, in a good and workmanlie manner, the Improvements in accordancewith all approved Plans, and do all work incidental thereto. The Developer and the Town shall actaccordig to and in compliance with the following:

a. The Developer shall submit construction drawigs to the Town.

b. The Town shall review and approve the Plans prior to the commencement ofthe work.

c. The Town and Developer shall agree, prior to the commencement of thework, on progress thresholds for documentation or inspection by the Town.

d. For each documentation item, the Town, prompdy after receiving the

requied documentation, shall review the information presented and, if necessary, make an on-siteinspection of the work completed.

e. For each inspection item, the Developer shall notify the Town for the

purose of arranging an on-site inspection no less than forty-eight (48) hours in advance of theidentified threshold stages of constrction. The Town shall make an on-site visit with the forty-eight (48) hour notification period or as shordy thereafter as reasonably possible for generalobservation of construction methods being employed at these stages. Said on-site inspection by theTown shall in no way abrogate the duties of the Developer oudied elsewhere in ths Agreement.

f. All work shall be done under the inspection of, and to the satisfaction of, the

Town, and shall not be deemed complete unti approved and accepted as completed by the Town.

3. Date of Completion. All Subdivision Improvements shall be completed prior to the

sale of any lot in the Yonley PUD or , 200_, whichever is earlier.

4. Approval and Acceptance of Work. All work to complete the Improvements shall

be done to the reasonable satisfaction of the Town, and shall not be deemed complete untiapproved and accepted as complete by the Town.

a. Sole Responsibilty of Developer Prior to Town Acceptance. At all ties

prior to the completion and acceptance of the Improvements, each of said Improvements notaccepted as complete shall be under the sole responsibilty and charge of the Subdivider.

b. As-Buit Drawings of Subdivision Improvements. Upon acceptance by the

Town, as-buit drawings, sealed, signed and dated by a Registered Professional Engineer showig theas-constrcted locations of the Improvements shall be submitted to the Town. This shall includeas-buit drawings in an electronic format acceptable to the Town.

5. Warranties and Guarantees. The Developer shall warranty the work and materials of

all Improvements for a period of two years after the Town's acceptance of the Improvements.

6.

the sum of $Estiated Costs of the Improvements. The estiated cost of the Improvements is

, as summarized in Exhibit A.

7. Security. To secure and guarantee performance of the obligations as set forth herein,

the Developer agrees to provide collateral as follows:

a. A cash deposit account with the Town, as escrow agent, in the amount of

$ as collateral for the completion of the Improvements, in the event there is adefault under ths Agreement by the Developer.

b. The Developer may at any tie substitute the collateral originally set forthabove for another form of security or collateral acceptable to the Town to guarantee the faithfulcompletion of the Improvements and the performance of the terms of ths Agreement. Suchacceptance by the Town of alternative security or collateral shall be at the Town's sole discretion.

8. Town Liabilty. The Town shall not, nor shall any officer or employee thereof, beliable or responsible for any accident, loss or damage happenig or occurring to the work specifiedin ths Agreement prior to the completion and acceptance of the same, nor shall the Town, nor anyofficer or employee thereof, be liable for any persons or property injured by reason of the nature ofsaid work, but all of said liabilties shall be and are hereby assumed by the Developer.

9. Indemnification. The Developer hereby agrees to indemnify and hold harmless the

Town, and any of its officers, agents and employees against any losses, claims, damages, or liabiltiesto which the Town or any of its officers, agents or employees may become subject to, insofar as anysuch losses, claims, damages or liabilties (or actions in respect thereof) arise out of or are basedupon any performance by the Developer hereunder; and the Developer shall reimburse the Townfor any and all legal or other expenses reasonably incurred by the Town in connection withinvestigatig or defendig any such loss, claim, damage, liabilty or action. This indemnty provisionshall be in addition to any other liabilty which the Developer my have.

10. Default. If the Town determies, at its sole discretion, that any of theImprovements are not constructed in compliance with the approved plans and specifications fied inthe office of the Community Development Department of the Town or not accepted by the Townas complete on or before the Date of Completion, the Town may, but shall not be requied to, drawupon the security referred to in ths Agreement and complete the uncompleted improvementsreferred to in ths Agreement.

a. If the costs of completig the uncompleted Improvements exceed the dollar

amount of the deposit, the excess, together with interest at twelve percent (12%) per annum, shall bea lien against the property and may be collected by civil suit or may be certified to the treasurer ofSummt County to be collected in the same manner as deliquent ad valorem taxes levied againstsuch property. If the Developer fails or refuses to complete the Improvements, such failure orrefusal shall be considered a violation of the Yonley PUD approvaL.

11. Certificates of Insurance. The Subdivision shall secure from any contractor or

subcontractor engaged in the work necessary to comply with ths Agreement a Certificate ofInsurance providig for liabilty protection in the mium amount of $150,000 per individual and$600,000 per occurrence namig the County as an additionally-named insured. The Subdivider, if itserves as the contractor for the Subdivision Improvements, shall provide insurance in the same formand amounts as requied of the general contractor. Said lits shall be adjusted to comply with any

changed lits in the Colorado Governmental Immunity Act, Tide 24, Article 10, Colorado RevisedStatutes.

12. Bindig upon Successors. This Agreement shall inure to the benefit of and bebindig upon the parties hereto, their respective successors and assigns.

13. No Rights to Thid Parties. This Agreement does not and shall not be deemed toconfer upon or grant to any thd party any right to claim damages or to bring any lawsuit, action orother proceedigs against either the County or its officers, employees or agents because of anybreach hereof or because of any terms, covenants, agreements or conditions contained herein.

14. Notice. Notice requied pursuant to the terms of ths Agreement shall be deemed

given on the day that the same is placed in the United States Mail, postage prepaid, certified orregistered mail, return receipt requested.

15. Enforcement and Attorney Fees. The County may enforce the provisions of thsAgreement in the same manner and with the same remedies applicable to the enforcement of landuse regulations pursuant to the Eagle County Land Use Regulations, as they may be amended fromtie to tie, or as otherwise provided bylaw. Alternatively, the terms of ths Agreement may be

enforceable by the Board or its designee by any appropriate equitable or legal action, includig butnot lited to specific performance; mandamus, abatement or injunction. The remedies explicidy

provided herein are cumulative, and not exclusive, of all other remedies provided bylaw. Theprevailg party in any action brought pertaing to ths Agreement shall be awarded its costs and

reasonable attorney's fees.

16. Amendment. The parties hereto mutually agree that ths Agreement may beamended from tie to tie, provided that such amendments be in writig and executed by al

parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed ths Agreement the day and year fistabove written.

TOWN OF MONTEZUMA

By:

Steve Hornback, Mayor

Address for giving notice:5425 Montezuma RoadMontezuma, CO 80435

Phone: (970) _ -

STATE OF COLORADO )) ss.

COUNTY OF EAGLE )

The foregoing was acknowledged before me ths day of

by Steve Hornback, as Town Mayor, Town of Montezuma, Colorado.,200_,

WITNESS my hand and official seaL.

My commssion expires

(seal)Notary Public

DEVELOPER:

James J. Weigel

Paulie R. Weigel

Address for giving notice:11 Lakewood Heights DriveLakewood, CO 80215-4624

Phone: 303-238-2093

STATE OF COLORADO )) ss.COUNTY OF )

The foregoing was acknowledged before me thsby James J. Weigel and Paule R. WeigeL.

day of ,200_

WITNESS my hand and official seaL.

My commssion expires

(seal)Notary Public

DEVELOPER:

Michael J. Weigel

Address for giving notice:2345 S. Holman Cir.Lakewood, CO 80228

Phone: 303-984-9182

STATE OF COLORADO )) ss.COUNTY OF )

The foregoing was acknowledged before me thsby Michael J. WeigeL.

day of ,200_

WITNESS my hand and offcial seaL.

My commssion expires

(seal)Notary Public