DEVELOPMENT AGREEMENT
Dated as of March 1, 1996
between
XXXXXXX COUNTY DEVELOPMENT CORPORATION
A Corporation Organized Under the
Laws of the State of Colorado,
C. XXXXX XXXXXXXXXXXX
and such Owners of the Property
described herein as executed this Agreement
and
CASTLE ROCK RANCH PUBLIC IMPROVEMENTS AUTHORITY
A Nonprofit Corporation organized under the laws of the State of Colorado
TABLE OF CONTENTS
PAGE
ARTICLE I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II - DEVELOPMENT CHARGE OBLIGATION . . . . . . . . . . . . . . . . . 5
Section 2.1 ESTABLISHMENT AND ACCEPTANCE OF THE DEVELOPMENT CHARGE
OBLIGATION . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III - DEVELOPMENT CHARGE LIEN. . . . . . . . . . . . . . . . . . . . 6
Section 3.1 GRANT OF DEVELOPMENT CHARGE LIEN . . . . . . . . . . . . 6
ARTICLE IV - COVENANTS OF TITLE. . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.1 COVENANTS OF TITLE . . . . . . . . . . . . . . . . . . . 7
ARTICLE V - DEVELOPMENT CHARGES. . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.1 COLLECTION OF DEVELOPMENT CHARGES. . . . . . . . . . . . 8
Section 5.2 DETERMINATION OF DEVELOPMENT CHARGES . . . . . . . . . . 8
Section 5.3 ADDITIONAL PROPERTY. . . . . . . . . . . . . . . . . . . 8
Section 5.4 SALE OR LEASE OF THE PROPERTY. . . . . . . . . . . . . . 8
Section 5.5 LIMITATIONS ON DEVELOPMENT CHARGE OBLIGATIONS. . . . . . 8
Section 5.6 CERTIFICATION OF OUTSTANDING DEVELOPMENT CHARGES . . . . 9
ARTICLE VI - REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.1 GENERALLY. . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.2 DEFAULTS BY ANY OWNER OF THE PROPERTY AND REMEDIES OF
THE DISTRICT . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.3 INTEREST PAYABLE UPON DEFAULT OF DEVELOPMENT CHARGE
OBLIGATION . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.4 LIMITATIONS ON FORECLOSURE RIGHTS OF THE AUTHORITY . . . 11
Section 6.5 METHODS OF FORECLOSURE . . . . . . . . . . . . . . . . . 11
Section 6.6 OPTION AND RIGHT OF THE DISTRICT TO PURSUE SEPARATE OR
BULK FORECLOSURES; OTHER RIGHTS. . . . . . . . . . . . . 12
Section 6.7 APPROVALS. . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VII - EXTENSION OF LIEN TO ADDITIONAL PROPERTY . . . . . . . . . . . 14
Section 7.1 AMENDMENT OR SUPPLEMENT TO INCLUDE ADDITIONAL PROPERTY . 14
ARTICLE VIII - GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . 15
Section 8.1 FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . 15
Section 8.2 BINDING NATURE OF THE DEVELOPMENT CHARGE LIEN. . . . . . 15
Section 8.3 SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.4 EXECUTION IN COUNTERPARTS. . . . . . . . . . . . . . . . 15
Section 8.5 FUTURE EXECUTION OF DOCUMENTATION. . . . . . . . . . . . 16
Section 8.6 ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . 16
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THIS DEVELOPMENT AGREEMENT (this "Development Agreement"), is made as of
the 1st day of March, 1996, by and between XXXXXXX COUNTY DEVELOPMENT
CORPORATION (the "Developer"), a corporation organized under the laws of the
State of Colorado, C. XXXXX XXXXXXXXXXXX, and such other owners of the Property
(as defined below) who execute this Development Agreement (the "Owners"), and
CASTLE ROCK RANCH PUBLIC IMPROVEMENTS AUTHORITY (the "Authority"), a nonprofit
corporation organized under the laws of the State of Colorado.
RECITALS
A. The Developer has been duly organized under the laws of the State
of Colorado.
B. The Authority is a nonprofit corporation organized to act for the
benefit of Xxxxxx Ridge Metropolitan District No. 5 (the "District").
C. The District has entered into an Operating Agreement (the
"Operating Agreement") and a Recreational Facilities Agreement (the
"Recreational Facilities Agreement"), both dated as of March 1, 1996, and
between the District and the Authority, and an Intergovernmental Agreement (the
"Intergovernmental Agreement"), dated as of March 1, 1996, between the District
and Xxxxxx Ridge Metropolitan Districts Nos. 1-4 (the "Related Districts" and,
together with the District, the "Xxxxxx Ridge Districts").
D. The Authority proposes to acquire, construct and install on behalf
of the District certain public improvements consisting of parks and recreational
facilities, together with all necessary, incidental and appurtenant properties,
facilities, equipment and costs (the "Project"), all located or to be located
within the Xxxxxx Ridge Districts and which will benefit the Property (as
defined below), and intends to issue bonds (the "Bonds") to finance the costs of
such recreational facilities.
E. The Xxxxxx Ridge Districts are authorized to levy ad valorem taxes
against all of the taxable property within the Xxxxxx Ridge Districts, including
that owned by the Developer and the Owners.
F. The Xxxxxx Ridge Districts anticipate requesting that the Town of
Castle Rock, Colorado (the "Town") approve an amendment to the Service Plan of
each of the Xxxxxx Ridge Districts (the "Service Plan Amendment") to allow the
Xxxxxx Ridge Districts to levy fees and taxes required by the Operating
Agreement and the Intergovernmental Agreement.
G. The Developer and the Owners are the owners in fee simple of
certain real property located within the Xxxxxx Ridge Districts described in
EXHIBIT A hereto (the "Property").
H. It is proposed that, until the Service Plan Amendment is approved
or the mill levy described in the Operating Agreement and the Intergovernmental
Agreement is otherwise imposed in the maximum amount authorized therein, certain
charges will be assessed upon the Property (said charges are hereinafter
referred to as the "Development Charges") in an amount equivalent to the taxes
proposed to be levied against the Property pursuant to the Operating Agreement
and the Intergovernmental Agreement.
I. The Xxxxxx Ridge Districts have approved entering into an agreement
imposing on the Property an assessment in lieu of taxes and have taken all
action necessary and sufficient to authorize, approve and consent to the
execution, delivery and performance of this Development Agreement.
J. The Authority, the Owners and the Developer desire to provide for
the imposition of the Development Charges against the Property.
K. The Developer and the Owners desire to grant to the Authority, for
the purpose of providing security for the payment of the Development Charges, a
good and sufficient lien upon the Property, subject to no encumbrances other
than the Permitted Encumbrances, under and pursuant to this Development
Agreement.
L. To facilitate the imposition and collection of the Development
Charges the parties contemplate that this Development Agreement may be executed
and recorded in counterparts.
M. The Authority, the Owners and the Developer have taken all action
necessary and sufficient to authorize, approve and direct the execution,
delivery and performance of this Development Agreement.
N. The Authority has authorized, approved and directed all actions to
be taken by the District in connection with the assessment of the Development
Charges.
O. The payment of the Development Charges will be secured by this
Development Agreement.
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the following words and phrases
shall have the following meanings:
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"Authority" means Castle Rock Ranch Public Improvements Authority,
a nonprofit corporation organized under the laws of the State, and its
successors and assigns.
"Bonds" shall mean the Authority's Public Facilities Revenue Bonds
Series 1996 issued in the aggregate original principal amount of $66,975,000.
"Credit Enhancement Provider" shall mean BFC Guaranty Corp., a
Delaware corporation.
"Xxxxxx Ridge Districts" shall mean the District and the Related
Districts.
"Development Agreement" means this Development Agreement, dated as
of March 1, 1996, between the Authority, the Owners and the Developer.
"Development Charges" means the payments in lieu of taxes herein
described equal to the taxes proposed to be levied but not in fact levied under
the Operating Agreement and the Intergovernmental Agreement allocated against
the Property.
"Development Charge Lien" means the lien upon the Property created
pursuant to this Development Agreement.
"Development Charge Obligation" means the obligation to pay the
Development Charges with respect to the Property or the parcels, lots or tracts
comprising the Property under this Development Agreement, together with interest
as set forth in Section 6.3 hereof and all other costs of collection incurred by
the Authority. The Development Charge Obligation is not a personal obligation
of the Developer or any other owner of the Property or any parcel, lot or tract
constituting a portion of the Property but is secured only by the Development
Charge Lien.
"Developer" means Xxxxxxx County Development Corporation, a
corporation organized under the laws of the State of Colorado, and its
successors and assigns.
"District" means Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx Xx. 0, Xxxxxxx
Xxxxxx, Xxxxxxxx, a quasi-municipal corporation and a political subdivision
organized under the laws of the State, and its successors and assigns.
"Holder" means the owner or beneficiary of any mortgage, deed of
trust or other lien securing construction or permanent financing of the Property
or any portion thereof or any improvements thereon who provides written notice
to the Authority of such Holder's lien and of an address where notices can be
provided to the Holder.
"Intergovernmental Agreement" means the Intergovernmental
Agreement, dated as of March 1, 1996, between the District and the Related
Districts.
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"Operating Agreement" means the Operating Agreement, dated as of
March 1, 1996, between the District and the Authority.
"Owners" means C. Xxxxx Xxxxxxxxxxxx, and such owners of the
Property as execute this Development Agreement, and their successors and assigns
hereunder.
"Payment Date" means the date on which the Development Charges are
due and payable, which shall be One Hundred Eighty (180) days after delivery of
notice of the amount of Development Charges by the District to the Developer or
any subsequent owner of the Property or of any parcel, lot or tract constituting
a portion of the Property.
"Penalty Rate" means fifteen percent (15%) per annum or such lower
rate as shall at the time be the maximum lawful rate under the laws of the State
and any applicable federal law.
"Permitted Encumbrances" means, as of any particular time, (i)
liens for taxes and assessments not then delinquent, (ii) the lien created by
this Development Agreement, (iii) encumbrances and/or liens set forth on EXHIBIT
B attached hereto, (iv) presently existing or future utility, access and other
easements and rights-of-way, restrictions and exceptions which do not
unreasonably interfere with or impair the use of the Property, (v) such minor
defects, irregularities, encumbrances and clouds on title as normally exist with
respect to property similar in character to the Property and which do not
materially impair the value of the Property, and (vi) any lien or encumbrance
recorded subsequent to this Development Agreement or made subordinate thereto.
"Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company, trust,
unincorporated organization or any other person or any governmental authority or
any agency, instrumentality or political subdivision thereof.
"Project" means those certain public improvements consisting of
recreational facilities, together with all necessary, incidental and appurtenant
properties, facilities, equipment and costs, all located or to be located within
the District and which will benefit the Property.
"Related Districts" shall mean Xxxxxx Ridge Metropolitan Districts
Nos. 1-4, and their successors and assigns.
"Service Plan Amendment" shall have the meaning described in
Recital E hereto.
"State" means the State of Colorado.
"Town" means the Town of Castle Rock, Colorado.
4
ARTICLE II
DEVELOPMENT CHARGE OBLIGATION
Section 2.1 ESTABLISHMENT AND ACCEPTANCE OF THE DEVELOPMENT CHARGE
OBLIGATION. Each parcel, lot or tract constituting a portion of the Property
shall have a Development Charge Obligation under this Development Agreement
equal to the amount of the Development Charges payable in respect of such
parcel, lot or tract in accordance with Article V hereof, which obligation shall
be secured by the Development Charge Lien created hereunder. The Developer and
the Owners for and on behalf of themselves, their successors and assigns, hereby
accept and acknowledge the Development Charge Obligation with respect to the
Property, and agrees that the Property and each such parcel, lot or tract shall
be bound thereby.
Section 2.2 DEVELOPMENT CHARGE OBLIGATION FOR OTHER PARCELS.
Developer shall use its best efforts to cause the owners of the property in the
Xxxxxx Ridge Districts not owned by the Developer (other than the Authority) to
enter into agreements with the Authority substantially the same as this
Development Agreement (except for this Section 2.2).
5
ARTICLE III
DEVELOPMENT CHARGE LIEN
Section 3.1 GRANT OF DEVELOPMENT CHARGE LIEN. In consideration
of the Authority issuing the Bonds and undertaking the financial obligations
set forth therein relating to the Project which will benefit the Property and
the owners, residents, tenants and occupants thereof, and to secure the
payment of the Development Charge Obligation in accordance with this
Development Agreement and the performance of any and all other covenants,
agreements, warranties and conditions of the Developer and the Owners
contained in this Development Agreement, the Developer and the Owners do
hereby ENCUMBER AND MORTGAGE unto the Authority, their successors and
assigns, the Property, all situated in the County of Xxxxxxx, State of
Colorado, and described in EXHIBIT A hereto, together with all improvements,
fixtures and other property, real and personal, owned by the Developer or the
Owners, which may belong to, or be or hereafter become a part thereof;
TO HAVE AND TO HOLD THE SAME, together with all and singular the
privileges and appurtenances thereunto belonging, including, but not limited
to, all present and future improvements, and all easements, servient estates
and rights-of-way thereunto belonging or which may be hereafter acquired or
used or enjoyed therewith;
SUBJECT, HOWEVER, TO THE CONDITION that the Development Charge
Lien hereby granted shall automatically cease, terminate and be released upon
the occurrence of any of the following events: (i) the Bonds are no longer
outstanding and the Credit Enhancement Provider has consented to the release
of the Development Charge Lien; (ii) the Credit Enhancement Provider has
consented to the release of the Development Charge Lien and if, in the
opinion of nationally recognized bond counsel, the release of the Development
Charge Lien will not cause interest on the Bonds to be includable in gross
income for federal income tax purposes, (iii) the Service Plan Amendment
authorizing the imposition of the mill levy provided for in the Operating
Agreement and the Intergovernmental Agreement has been formally approved by
the Town; or (iv) if, in the opinion acceptable to the District of counsel
acceptable to the District, the imposition of the mill levy as described in
the Operating Agreement and the Intergovernmental Agreement is otherwise
valid and enforceable without regard to the Service Plan Amendment. Upon the
cessation of the Development Charge Lien, the Authority or its assigns shall
execute and record all documents necessary to evidence the release of the
Development Charge Lien of record.
6
ARTICLE IV
COVENANTS OF TITLE
Section 4.1 COVENANTS OF TITLE. The Developer and the Owners
covenant and agree to and with the Authority that the Developer and the
Owners hold all parcels, lots or tracts comprising the Property by title in
fee simple, subject only to the Permitted Encumbrances; that they have good
right and lawful authority to encumber and mortgage the same; that the
Property is free and clear of all liens and encumbrances except Permitted
Encumbrances; that the Developer and the Owners will warrant and defend the
same against the lawful claims of all Persons; that the Developer and the
Owners or their successors or assigns will timely pay all taxes and
assessments, including the Development Charges, levied on the Property; and
that the Developer and the Owners or their successors or assigns will pay all
the reasonable costs, charges, attorneys fees and expenses incurred by the
Corporation in any foreclosure action or other suit or proceeding, by reason
hereof, and in case of failure to do so, the same shall become a part of the
Development Charge Obligation of the Developer and the Owners and their
successors or assigns, as the case may be, and shall be secured by the
Development Charge Lien created hereunder.
7
ARTICLE V
DEVELOPMENT CHARGES
Section 5.1 COLLECTION OF DEVELOPMENT CHARGES. Until such time
as the Development Charge Lien is released as provided in Article III above,
the Authority shall be entitled to collect or cause to be collected in
accordance with this Development Agreement the Development Charges payable in
respect of the Property or any parcel, lot or tract constituting a portion of
the Property, which charges shall be assessed and paid within fifteen (15)
days after any applicable Payment Date.
Section 5.2 DETERMINATION OF DEVELOPMENT CHARGES. Development
Charges shall be assessed by the Authority against the Property in an annual
amount equivalent to the amount the Xxxxxx Ridge Districts would collect if
they were to impose a mill levy (not to exceed 35 xxxxx) against the Property
pursuant to the Operating Agreement and the Intergovernmental Agreement
(assuming for this purpose that they are effective at the maximum mill levy
authorized thereunder) less the amount collected by any mill levy actually
imposed by the Xxxxxx Ridge Districts pursuant to such agreements. In the
event of a change in the method for determining assessed value or the ratio
of valuation for assessment, the maximum mill levy shall be adjusted to
account for such revision so that the Development Charges imposed by the
Authority shall be determined as if such change had not occurred. The total
Development Charges to be imposed in any year by the Authority against the
Property shall be determined by its Board of Directors but in no event shall
such amount be less than the amount required to pay the "Additional Interest"
as defined in the Indenture of Trust in regard to the Bonds to the extent
that such amount can be levied with a levy not to exceed 35 xxxxx.
Section 5.3 ADDITIONAL PROPERTY. In the event that additional
parcels, lots or tracts of land become a part of the Property by amendment or
supplement to this Development Agreement, the Development Charge Obligation
shall be assessed against each parcel, lot or tract relative to all Included
Property served by the Project, such benefits to be determined in the manner
set forth in Section 5.2 above.
Each owner of the Property or any parcel, lot or tract
constituting a portion of the Property shall pay its allocable share (as
determined by the District) of the Development Charge within fifteen (15)
days after the applicable Payment Date. The Authority shall cause xxxxxxxx
to be sent to each owner of the Property or any parcel, lot or tract
constituting a portion of the Property, setting forth the amount of the
Development Charges required to be paid and the applicable Payment Date.
Section 5.4 SALE OR LEASE OF THE PROPERTY. The Development
Charge Lien shall be and remain a lien upon each parcel of the Property,
subject to no encumbrances or lease of such parcel of the Property to any
third party except those of the Permitted Encumbrances which are senior to
the Development Charge Lien, whether such transaction shall be by lease,
deed, contract for deed or other conveyance.
8
Section 5.5 LIMITATIONS ON DEVELOPMENT CHARGE OBLIGATIONS. The
Authority covenants, agrees and consents that if at any time the Property is
comprised of more than one parcel, lot or tract, then each parcel, lot or
tract constituting a portion of the Property shall be security for, and
subject to an Development Charge Lien with respect to, only the Development
Charges attributable to such parcel, lot or tract constituting a portion of
the Property. The Authority further covenants, agrees and consents that the
Development Charges collected by the Authority shall be used solely in a
manner which would satisfy the financial obligations of the District under
the Operating Agreement, the Intergovernmental Agreement, and the
Recreational Facilities Agreement.
Section 5.6 CERTIFICATION OF OUTSTANDING DEVELOPMENT CHARGES.
Upon written request by the owner of the Property or any parcel, lot or tract
constituting a portion of the Property, the District shall promptly provide
such owner with a written certification specifying all currently outstanding
Development Charges due and owing with respect to the Property or such
parcel, lot or tract.
9
ARTICLE VI
REMEDIES
Section 6.1 GENERALLY. For the purpose of determining the
maximum amount of any default in the payment or satisfaction of the
Development Charges for purposes of foreclosures under this Article VI, the
total amount of the Development Charges subject to satisfaction by
foreclosure at any time and from time to time shall be the total unpaid
balance of the Development Charges attributable to the portion of the
Property which is being foreclosed. No such foreclosure shall extinguish or
in any manner limit the effectiveness of the Development Charge Lien as to
any Development Charges subsequently assessed against the portion of the
Property sold in the foreclosure or assessed against any other portion of the
Property, and any purchaser at any such foreclosure shall take title to the
portion of the Property that is sold subject to all the terms and provisions
of this Development Agreement.
Section 6.2 DEFAULTS BY ANY OWNER OF THE PROPERTY AND REMEDIES
OF THE DISTRICT. Any one or more of the following shall be deemed to be a
default with respect to any portion of the Property to which the same is
applicable:
(a) any default in the payment or satisfaction of the
Development Charges or any part thereof with respect to such portion of the
Property;
(b) the attachment of, seizure of or levy upon such portion of
the Property that is then subject to the Development Charge Lien pursuant
to any legal process, if the same is not cured within thirty (30) days,
except to the extent the Development Charge Lien hereunder is prior to the
lien giving rise to such attachment, seizure or levy; or
(c) a failure by any owner of such portion of the Property to
pay, prior to delinquency, all taxes, assessments, whether general or
special, governmental charges, utility charges, and all other charges of
any kind whatsoever that may at any time be lawfully charged, assessed or
levied with respect to such portion of the Property then owned by such
Person, and which are secured by any prior lien or encumbrance thereon, or
any portion thereof, or which may result in the creation of a prior lien or
encumbrance upon such portion of the Property, in the event of nonpayment
thereof (collectively, "Charges"); PROVIDED, HOWEVER, that such failure
shall not constitute a default while such owner is contesting in good faith
such Charges and takes such action as may be reasonably necessary to
prevent issuance of a county treasurer's deed or other action that would
defeat the Development Charge Lien created hereby.
Upon the occurrence of any one or more of the foregoing defaults,
the whole of the unpaid Development Charges with respect to the Property or
any parcel, lot or tract constituting a portion of the Property then in
default under this Section 6.2 or any part thereof, from time to time may, at
the option of the Authority, and its agents, successors or assigns, be
declared due and payable at once or at any time thereafter; while any such
default shall continue,
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the Development Charge Lien securing such Development Charges then in default
may be forthwith foreclosed upon by any of the methods provided by law in the
manner and as in the case of a mortgage, and with the same effect as if the
Development Charges then in default, or any part thereof, as elected from
time to time by the Authority, its agents, successors or assigns, had matured
and was then due and payable; provided, however, that the District, its
agents, successors and assigns, shall be entitled only to foreclose the
Development Charge Lien created under this Development Agreement against such
parcel, lot or tract constituting a portion of the Property as shall be in
default under this Section 6.2.
Section 6.3 INTEREST PAYABLE UPON DEFAULT OF DEVELOPMENT CHARGE
OBLIGATION. The Development Charges, if not paid when due or declared due
hereunder, shall bear interest at a rate per annum which is equal to the
Penalty Rate from the date of default until paid and the obligation to pay
such interest shall be an additional Development Charge Obligation secured by
the Development Charge Lien created hereunder and shall be added to and
become a part of the Development Charges applicable to that portion of the
Property then in default under this Article VI.
Section 6.4 LIMITATIONS ON FORECLOSURE RIGHTS OF THE AUTHORITY.
The right of the Authority, its agents, successors or assigns to make any
declaration as aforesaid, however, is subject to the condition that if, prior
to or within five days after such declaration (or ten days after such
declaration if the Authority shall have received notice within such five-day
period of an intent to cure), all overdue installments on the Development
Charges then in default, together with the reasonable and proper charges,
expenses and liabilities of the Authority or, its agents in connection
therewith, shall either be paid by or for the account of the defaulting party
or provisions satisfactory to the Authority shall be made for such payment,
and all defaults (other than the payment of that part of the Development
Charges due and payable solely by reason of such declaration) shall be made
good or be secured to the satisfaction of the Authority or provision deemed
by the Authority to be adequate shall be made therefor, then the District,
its agents, successors or assigns shall thereafter refrain from making a
declaration with respect to the default involved, or if such declaration has
already been made, it shall be annulled in its entirety.
Section 6.5 METHODS OF FORECLOSURE. Foreclosure of the
Development Charge Lien securing payment of any Development Charges hereunder
may be accomplished by court proceeding, and any foreclosure shall forever
bar the Developer, or any Person then owning the Property or the lot, tract
or parcel of the Property that is the subject of such foreclosure and all
Persons claiming under any of the foregoing from all right and interest in
the Property. Prior to commencement of any foreclosure, the Authority shall
provide written notice of any uncured default hereunder to each Holder at the
last address of such Holder in the records of the Authority, and any such
Holder shall have the right to cure the default within ninety (90) days after
receipt of such notice or one hundred and twenty-five (125) days after
mailing of such notice, whichever is sooner. Upon the commencement of any
foreclosure proceedings, the Authority shall be entitled to have a receiver
appointed to take possession and charge of the parcels, lots or tracts
constituting portions of the Property against which foreclosure has been
11
instituted and to lease the subject premises or any part thereof and collect,
receive and sequester any rentals, earnings, income, revenues, payments or
moneys therefrom (as may be permitted by law) and may apply such amounts to
the satisfaction of the Development Charges secured by the subject premises.
Out of the proceeds of any foreclosure sale the Authority may deduct all
reasonable costs, charges, attorneys' fees and expenses of foreclosure and/or
suit and retain or be awarded all sums then chargeable to the parcel, lot or
tract constituting a portion of the Property in default and render to the
owner of such parcel, lot or tract, its lessees, grantees, successors or
assigns, the surplus, if any, as their interest may appear. If such proceeds
of foreclosure shall be insufficient to discharge in full the Development
Charges of the parcel, lot or tract in default, the Authority, its agents,
successors or assigns shall have no other legal recourse in law or in equity
against the Developer or the Owners, their lessees, grantees, successors or
assigns for the deficiency. If such proceeds of foreclosure shall exceed the
amount necessary to discharge in full the Development Charges of the parcel,
lot or tract in default, such excess shall be paid to the owner thereof;
provided, however, that in the event that the Developer or the Owners shall
have paid moneys to cure any default of the owner of the Property upon which
foreclosure shall have occurred, the Developer or the Owners shall first be
entitled to repayment of any such amount from the proceeds of such
foreclosure. The Authority, its agents, successors or assigns shall have the
right to enforce one or more remedies hereunder, or any other remedy the
Authority may have successively or concurrently, including the right to
foreclose the Development Charge Lien, with respect to the Property or any
parcel, lot or tract constituting a portion of the Property, without thereby
impairing the Development Charge Lien created herein on the remainder of the
Property subject to the Development Charge Lien or without affecting the
remedies of the Authority available with respect thereto.
Section 6.6 OPTION AND RIGHT OF THE DISTRICT TO PURSUE SEPARATE
OR BULK FORECLOSURES; OTHER RIGHTS. The Authority, its agents, successors or
assigns, in its or their sole discretion, shall have the unrestricted,
discretionary right, power, authority and option which it or they may
exercise from time to time as herein provided consistent with the purpose
hereof:
(a) To foreclose hereunder at any time, in one proceeding, on
all parcels, lots or tracts constituting portions of the Property then
securing any Development Charges in default, or, in one or more
proceedings, on the Property or any parcel, lot or tract constituting a
portion of the Property remaining subject to the Development Charge Lien
which then secures any Development Charges in default.
(b) To foreclose hereunder at any time, in one proceeding, or
concurrently in separate proceedings, in such order or sequence as it or
they may select, on any parcels, lots or tracts constituting portions of
the Property or combinations in bulk of such parcels, lots or tracts then
securing any Development Charges in default which may be selected by the
Authority, its agents, successors or assigns.
(c) To select the order or sequence of any and all sales in any
and all such proceedings as between any part, parcels or combinations in
bulk of parcels of the
12
Property, without regard to ownership or other junior interest, by lien
or otherwise in the part or parcels it or they may select.
(d) To reinstate the Development Charge Lien created hereunder
as to the Property or any parcel, lot or tract constituting a portion of
the Property, from time to time, on which foreclosure proceedings and a
sale in pursuance thereof has not been consummated, on such terms and
conditions as it or they may prescribe.
Notwithstanding the foregoing, if the Authority shall foreclose
upon any parcel, lot or tract constituting a portion of the Property then
owned by the Developer or the Owners, the Authority shall at the same time
foreclose upon all remaining parcels, lots or tracts constituting portions of
the Property as to which the Development Charges secured thereby shall be in
default.
In case of each and every foreclosure, the remainder of the
Property not sold at foreclosure or otherwise sold or released as herein
provided shall remain encumbered by the Development Charge Lien created
hereunder and shall not be affected in any way, pro rata or otherwise, by any
prior foreclosure or election by the Authority, its agents, successors or
assigns. No Person acquiring any interest in the Property covered by the
Development Charge Lien created hereunder shall have the right to object to
the exercise of any of the rights contemplated herein.
PROVIDED, HOWEVER, THAT THE AUTHORITY, ITS AGENTS, SUCCESSORS AND
ASSIGNS, MAY NOT AT ANY TIME FORECLOSE THE DEVELOPMENT CHARGE LIEN CREATED
HEREUNDER AGAINST ANY PARCEL, LOT OR TRACT CONSTITUTING A PORTION OF THE
PROPERTY FOR WHICH AND SO LONG AS THE DEVELOPMENT CHARGES WITH RESPECT TO
SUCH PARCEL, LOT OR TRACT ARE CURRENT AND NOT IN DEFAULT.
PROVIDED, FURTHER, THAT NOTHING HEREIN SHALL LIMIT OR AFFECT ANY
STATUTORY RIGHTS OF THE DEVELOPER OR ANY OWNER OF THE PROPERTY PURSUANT TO
THE LAWS OF THE STATE INCLUDING, WITHOUT LIMITATION, RIGHTS REGARDING
REDEMPTION AND CURE OF DEFAULTS.
Section 6.7 APPROVALS. Without affecting the remaining
liability of any parcel, lot or tract constituting a portion of the Property
for the payment of all or any part of the remainder of the Development
Charges, and without affecting or impairing the Development Charge Lien
created hereunder upon the remainder of the Property so secured for the full
amount of any Development Charges then remaining unpaid, the Authority shall
join in granting and approving any subdivision plats, condominium
declarations, access and utility easements and any other restriction,
easement, document or instrument necessary or advisable for the
accomplishment of the development of the Property or its use, operation or
enjoyment, if, in the opinion of the Authority, the same do not adversely
affect the security for the Development Charge Obligation.
13
ARTICLE VII
EXTENSION OF LIEN TO ADDITIONAL PROPERTY
Section 7.1 AMENDMENT OR SUPPLEMENT TO INCLUDE ADDITIONAL
PROPERTY. In the event that the Property may be enlarged by the addition of
other lots, tracts or parcels of land that will benefit from the operation
and maintenance of the Project by the Authority, the Authority and the owner
of the additional land shall execute an amendment or supplement to this
Development Agreement, or a separate Development Agreement, which shall cause
the additional parcel(s) to be immediately subject to the Development Charge
Lien created hereby and the terms and provisions hereof. In the event the
Property is enlarged by the addition of other parcels of land, all
Development Charges attributable to the Property, as enlarged, accruing after
the date of inclusion of such additional parcel(s) shall be assessed among
all parcels subject to such Development Charge Lien in the manner set forth
in Section 5.2 above.
14
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 FURTHER ASSURANCES. The Developer, the Owners and the
Authority shall execute such additional documents, instruments of encumbrance
and assurances as may be deemed necessary to perfect the lien on any of the real
property and property rights encumbered herein or which shall be necessary or
proper to effectuate the intentions of the parties thereto, or to confirm the
full and proper authority of the Developer, the Owners and the Authority to
enter into and perform this Development Agreement.
Section 8.2 BINDING NATURE OF THE DEVELOPMENT CHARGE LIEN. The
Developer and the Owners, their successors and assigns, and any and all Persons
who purchase or acquire in any manner any interest in the Property, or any part
thereof, shall be conclusively presumed to covenant, agree and acknowledge the
validity of the Development Charge Lien created herein and the good and
sufficient existence and validity of all facts and circumstances necessary to
create the valid and binding Development Charge Lien created hereunder upon the
Property. The Developer and the Owners and each such purchaser or Person shall
likewise be conclusively presumed to have waived any real, personal or technical
defense at law or in equity which might exist affecting the validity of the
Development Charge Lien created hereunder or the right of the District or any of
its agents, successors or assigns to foreclose the Development Charge Lien.
These covenants, agreements, acknowledgements and waivers are and shall be
presumed to be specifically made for the purpose of inducing the District to
enter into the Operating Agreement and the Intergovernmental Agreement and to
perform its financial obligations thereunder for the benefit of the Project and
its corresponding benefit of the Property. Notwithstanding the foregoing or any
other provision of this Development Agreement, nothing in this Development
Agreement shall prohibit the Developer or the Owners and their successors and
assigns from selling, leasing, encumbering or otherwise conveying all or any
portion of the Property or any interest therein, but any such sale, lease,
encumbrance or other conveyance shall be subject to all the terms and provisions
of this Development Agreement except in the event this Development Agreement is
subordinated thereto, either expressly in writing or as a matter of law.
Section 8.3 SEVERABILITY. If any term or provision of this
Development Agreement or the application thereof shall be judicially determined
to be unenforceable or inoperative, such determination shall not affect the
remaining parts or provisions hereof, the intention being to make each term and
provision of this document valid and enforceable to the fullest extent permitted
by law.
Section 8.4 EXECUTION IN COUNTERPARTS. This Development Agreement
may be executed and filed in any number of counterparts and with respect to the
Property or any parcels, lots or tracts constituting portions of the Property,
the counterparts so executed to be taken together and construed as a single
execution and filing.
15
Section 8.5 FUTURE EXECUTION OF DOCUMENTATION. This Development
Agreement shall be duly executed, acknowledged, recorded and delivered prior to
the actual levy of the Development Charges. Accordingly, the Developer, the
Owners and the Authority expressly contract for the creation of the Development
Charge Lien as a lien against and encumbrance upon the Property affected hereby
to secure performance of the future Development Charge Obligation which shall
arise upon the assessment of the Development Charges. This Development
Agreement shall be fully enforceable in accordance with its terms as a contract
contemplating creation of a future obligation.
Section 8.6 ASSIGNMENT. This Development Agreement may be assigned
by the Authority without the prior written consent of the owner(s) of the
Property or any parcel, lot or tract constituting a portion of the Property.
Section 8.7 GOVERNING LAW. This Development Agreement shall be
governed by the laws of the State and shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns.
[SIGNATURE PAGE FOLLOWS]
16
IN WITNESS WHEREOF, the parties hereto have caused this Development
Agreement to be executed in their names with their seals hereunto affixed and
attested by their duly authorized officers. All of the above occurred as of the
date first above written.
CASTLE ROCK RANCH PUBLIC IMPROVEMENTS
AUTHORITY, a nonprofit corporation
organized under the laws of the State
By: C. XXXXX XXXXXXXXXXXX
--------------------------------------
President
XXXXXXX COUNTY DEVELOPMENT CORPORATION, a
corporation organized under the laws of the
State
By: (ILLEGIBLE)
--------------------------------------
Authorized Officer
17
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this 26th day of
March, 1996 by C. Xxxxx Xxxxxxxxxxxx, as President, of Castle Rock Ranch
Public Improvements Authority, a nonprofit corporation organized under the
laws of the State of Colorado.
WITNESS MY HAND and official seal.
My commission expires: 11-13-99
[SEAL]
JO XXX X. XXXXXX
--------------------------------------
Notary Public
18
C. XXXXX XXXXXXXXXXXX
C. XXXXX XXXXXXXXXXXX
--------------------------
[Signature page to Development Agreement]
19
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 28th day of
March, 1996 by C. Xxxxx Xxxxxxxxxxxx, as _____________________ of Xxxxxxx County
Development Corporation, a corporation organized under the laws of the State of
Colorado.
WITNESS MY HAND and official seal.
My commission expires:
[SEAL]
Notary Public
20
C. XXXXX XXXXXXXXXXXX
P. XXXXXX XXXXXXXXX
P. XXXXXX XXXXXXXXX
--------------------------------------
[Signature page to Development Agreement]
21
XXXXXX X. XXXXXXXXXX
[Signature page to Development Agreement]
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this ____ day of
_____________, 1996 by C. Xxxxx Xxxxxxxxxxxx.
WITNESS MY HAND and official seal.
My commission expires:
[SEAL]
Notary Public
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this ____ day of
_____________, 1996 by P. Xxxxxx Xxxxxxxxx.
WITNESS MY HAND and official seal.
My commission expires:
[SEAL]
Notary Public
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 28th day of
March, 1996 by Xxxxxx X. Xxxxxxxxxx.
WITNESS MY HAND and official seal.
My commission expires:
[SEAL]
Notary Public
22
EXHIBIT A
XXXXXX RIDGE
LEGAL DESCRIPTION
A parcel of land lying in Sectons 21, 22, 27, 28, 29, 32, 33 and 34 of
Township 8 South, Range 67 West of the 6th Principal Meridian more
particularly described as follows:
BEGINNING at the Center Quarter corner of said Section 32 and considering the
westerly line of the Northeast Quarter of said Section 32 to bear
N 00DEG.5'38" E and all bearings contained herein relative thereto;
THENCE N 00DEG.05'38" E along the westerly line of said Northeast Quarter a
distance of 2714.32 feet to the South Quarter corner of said Section 29;
THENCE N 00DEG.14'06" W along the westerly line of the Xxxx Half of said
Section 29 a distance of 5308.50 feet to the North Quarter corner of said
Section 29;
THENCE S 88DEG.37'18" E along the northerly line of said Section 29 a
distance of 2661.22 feet to the Southwest Quarter corner of said Section 21;
THENCE N 00DEG.23'27" E along the westerly line of the South Half of the
Southwest Quarter of said Section 21 a distance of 1322.83 feet to the Northwest
corner of said South Half of the Southwest Quarter;
THENCE S 89DEG.30'19" E along the northerly line of said South Half of the
Southwest Quarter a distance of 2643.22 feet to the Center South 1/16 corner
of said Section 21;
THENCE continuing S 89DEG.30'19" E along the Northerly line of the South Half
of the Southeast Quarter of said Section 21 a distance of 2643.09 feet to the
Northeast corner of said South Half of the Southeast Quarter;
THENCE N 89DEG.50'16" E a distance of 404.16 feet to the westerly
right-of-way line of Twin Oaks Road;
THENCE S 02DEG.40'01" E along said Westerly right-of-way line a distance of
52.20 feet to the southerly right-of-way line of the Territorial road;
THENCE along said the southerly right-of-way line the following seven (7)
course and distances;
1. S 86DEG.42'49" E along a line tangent with the following described
curve a distance of 109.24 feet;
2. THENCE along the arc of a curve to the left a distance of 122.69
feet having a central angle of 28DEG.36'44", a radius of 245.68 feet
and a chord bearing N 73DEG.23'40" E and a distance of 121.43 feet;
3. THENCE N 59DEG.49'18" E along a line tangent with the previously
described curve a distance of 23.23 feet;
4. THENCE 89DEG.00'53" E a distance of 174.23 feet;
5. THENCE N 17DEG.42'35" E along a line non-tangent with the following
described curve a distance of 139.28 feet;
6. THENCE along the arc of a curve to the left having a central angle
of 31DEG.52'31", a radius of 198.99 feet and chord bearing
N 33DEG.38'37" E a distance of 109.28 feet and an arc length of
110.70 feet;
7. THENCE N 17DEG.42'35" E along a line tangent with the previously
described curve a distance of 534.58 feet to the southerly
right-of-way line of a Xxxxxxx Xxxx;
THENCE S 89DEG.53'22" E along said southerly right-of-way line a distance of
1599.42 feet to the westerly right-of-way line of the A.T. & S.F. Railroad;
THENCE S 15DEG.43'30" W along said westerly right-of-way line a distance of
8675.16 feet to the northerly line of that parcel of land described in Book
108 at Page 242, Xxxxxxx County Clerk and Recorder's Office;
THENCE around said parcel the following three (3) course and distances;
1. N 89DEG.48'11" W a distance of 678.73 feet;
2. THENCE S 00DEG.44'59" W a distance of 600.54 feet;
3. THENCE S 89DEG.03'33" E a distance of 515.85 feet to the westerly
right-of-way line of A.T. & S.F. Railroad;
THENCE S 15DEG.43'30" W along said westerly right-of-way line a distance of
548.74 feet to the easterly line of said Section 33;
THENCE N 00DEG.23'36" E along said easterly line a distance of 226.92 feet;
THENCE S 15DEG.45'37" W parallel with and 110.00 feet westerly from the
centerline of A.T. & S.F. R.R. a distance of 788.62 feet to the southerly
line of the North Half of said Section 33;
THENCE N 89DEG.09'35" W along said southerly line a distance of 5123.28 feet
to the West Quarter corner of said Section 32;
THENCE S 89DEG.47'23" W a distance of 2623.48 feet to the POINT OF BEGINNING.
The official General Land Office (G.L.O.) plat of T.8S., R.67W. of the 6th
P.M. approved by the Surveyor General of the G.L.O. on August 30, 1866
contains what would seem to be a scribing error in that where Section 29 and
Section 28 should be said plat shows Sections 31 and 32 respectively. The
original G.L.O. field notes properly locate Section 29 to the east of Section
30 and Section 28 to the west of Section 27. All reference to said Sections
28 and 29 contained herein refer to those sections as correctly located in the
original G.L.O. field notes.
Above described parcel contains 1883.312 acres, more of less.
EXCEPTING THEREOUT AND THEREFROM GOLF COURSE PARCELS A & B, AS FOLLOWS:
GOLF COURSE PARCEL A:
A parcel of land located in Sections 28, 29 and 21, all in Township 8 South
Range 67 West of the Sixth Principal Meridian, Xxxxxxx County, Colorado,
being more particularly described as follows:
BEGINNING at the North quarter corner of said Section 29 whence the Northerly
line of the East half of Section 29 bears S 88DEG.37'18" E a distance of
2661.22 feet; thence S 88DEG.37'18" E along said Northerly line a distance of
2661.22 feet; thence N 00DEG.23'27" E along the Westerly line of Section 21 a
distance of 782.32 feet; thence S 37DEG.02'12" E a distance of 2474.11 feet;
thence the following four courses along Xxxxxx Ridge Filing A;
2
1. S 67DEG.47'53" W a distance of 128.79 feet;
2. S 39DEG.28'53" W a distance of 108.41 feet;
3. S 58DEG.24'13" E a distance of 228.53 feet;
4. N 83DEG.33'27" E a distance of 170.37 feet;
thence S 37DEG.02'12" E a distance of 1105.69 feet;
thence S 21DEG.08'57" E a distance of 2657.54 feet;
thence the following two courses along a parcel of land described by Book 695
at Page 459 of the Xxxxxxx County Clerk and Recorder's Office:
1. N 00DEG.19'26" W a distance of 1262.69 feet;
2. N 89DEG.22'02" W a distance of 4017.50 feet;
thence N 00DEG.14'06" W along the Westerly line of the East half of Section
29 a distance of 3543.76 feet to the point of beginning;
EXCEPTING from the above parcel the following parcels:
Xxxxxx Ridge Filings A and B, all dedicated street rights of way;
ALSO EXCEPTING the following one acre parcel described as follows:
A parcel of land located in the East half of Section 29, Township 8 South,
Range 67 West of the Sixth Principal Meridian, Xxxxxxx County, Colorado,
being more particularly described as follows:
Commencing at the North quarter corner of said Section 29;
thence South 00 degrees 14 minutes 06 seconds East along the westerly line of
said East half of Section 29, a distance of 3267.55 feet to the point of
beginning;
thence North 89 degrees 45 minutes 54 seconds East a distance of 208.71 feet;
thence South 00 degrees 14 minutes 06 seconds East a distance of 208.71 feet;
thence South 89 degrees 45 minutes 54 seconds West a distance of 208.71 feet;
thence North 00 degrees 14 minutes 06 seconds West along said westerly line a
distance of 208.71 feet to the point of Beginning.
County of Xxxxxxx,
State of Colorado
GOLF COURSE PARCEL B:
A parcel of land lying in Sections 22, 27, 28, 33 & 34, all in Township 8
South Range 67 West of the Sixth Principal Meridian, Xxxxxxx County,
Colorado, being more particularly described as follows:
3
COMMENCING at the Northeast corner of said Section 28 whence the Southeast
corner of said Section 28 bears S 00DEG.22'18" E a distance of 5302.75 feet;
thence N 53DEG.05'33" E a distance of 2071.05 feet to the point of beginning;
thence S 84DEG.49'36" E a distance of 790.91 feet;
thence S 15DEG.43'30" W along the Westerly right of way line of the A.T. &
S.F. Railroad a distance of 5019.66 feet;
thence along the following three courses along a parcel of land described by
Book 1095 at Page 629 of the Xxxxxxx County Clerk and Recorder:
1. N 89DEG.22'05" W a distance of 2386.46 feet;
2. S 00DEG.19'29" E a distance of 308.79 feet;
3. S 89DEG.22'05" E a distance of 2298.04 feet;
thence S 15DEG.43'30" W along the Westerly right of way line of the A.T. &
S.F. Railroad a distance of 2425.47 feet;
thence N 89DEG.48'11" W a distance of 678.73 feet;
thence S 00DEG.44'59" W a distance of 600.54 feet;
thence S 89DEG.03'33" E a distance of 515.85 feet;
thence S 15DEG.43'30" W a distance of 548.74 feet;
thence N 00DEG.23'36" E a distance of 226.92 feet;
thence S 15DEG.45'37" W a distance of 788.62 feet;
thence N 89DEG.09'35" W, along a South line of the North half of Section 33,
a distance of 1062.26 feet;
thence N 00DEG.50'25" E a distance of 1475.80 feet;
thence N 56DEG.57'07" W a distance of 3202.16 feet;
thence N 21DEG.08'57" W a distance of 2657.54 feet;
thence along the following fifteen courses along Xxxxxx Ridge Filing B;
1. N 77DEG.53'15" E, non-tangent to the following described curve, a
distance of 42.72 feet;
2. along the arc of a curve to the right, having a central angle of
89DEG.23'40", a radius of 41.00 feet, the chord of which bears S
26DEG.49'54" W a distance of 57.68 feet and an arc length of 63.97
feet;
3. N 71DEG.31'44" E, tangent to the previously described curve, a
distance of 146.27 feet;
4. N 70DEG.13'51" E a distance of 110.35 feet;
5. N 71DEG.31'4" E, tangent to the following described curve, a
distance of 160.53 feet;
6. along the arc of a curve to the right, having a central angle of
51DEG.49'07", a radius of 908.07 feet, the chord of which bears N
82DEG.33'43" W a distance of 793.56 feet and an arc length of 821.26
feet;
7. S 51DEG.57'48" E, tangent to the previously and following
described curves, a distance of 105.49 feet;
4
8. along the arc of a curve to the right, having a central angle of
01DEG.47'42", a radius of 905.57 feet, the chord of which bears N
49DEG.05'17" W a distance of 28.37 feet and an arc length of 28.37
feet;
9. S 48DEG.11'26" E, tangent to the previously and following
described curves, a distance of 101.79 feet;
10. along the arc of a curve to the right, having a central angle of
87DEG.30'40", a radius of 40.00 feet, the chord of which bears S
04DEG.26'06" E a distance of 55.33 feet and an arc length of 61.09
feet;
11. S 47DEG.39'40" E non-tangent to the previously and following
described curves, a distance of 120.18 feet;
12. along the arc of a curve to the right, having a central angle of
92DEG.40'47", a radius of 40.00 feet, the chord of which bears N
85DEG.27'55" E a distance of 57.88 feet and an arc length of 64.70
feet;
13. N 41DEG.48'34" E, non-tangent to the previously and following
described curves, a distance of 80.00 feet;
14. along the arc of a curve to the right, having a central angle of
92DEG.41'18", a radius of 40.00 feet, the chord of which bears N
01DEG.50'31" W a distance of 57.88 feet and an arc length of 64.71
feet to the point of compound curvature;
15. along a curve, to the right having a central angle of 09DEG.19'56",
a radius of 1740.00 feet, the chord of which bears N 49DEG.10'21" E
a distance of 283.09 feet and an arc length of 283.40 feet;
thence along the following five courses along Xxxxxx Ridge Filing A:
1. S 36DEG.09'41" E, non-tangent to the previously described curve,
a distance of 10.00 feet;
2. N 53DEG.50'19" E, tangent to the following described curve, a
distance of 1060.41 feet;
3. along the arc of a curve to the left having a central angle of
21DEG.00'00", a radius of 2170.00 feet, the chord of which bears
N 43DEG.20'19" E, a distance of 790.90 feet and an arc length of
795.35 feet;
4. N 32DEG.50'19" E, tangent to the previously and following
described curves, a distance of 2182.25 feet;
5. along the arc of a curve to the left, having a central angle of
12DEG.18'29", a radius of 1870.00 feet, the chord of which bears N
26DEG.41'04" E a distance of 400.94 feet and an arc length of 401.71
feet to the point of beginning;
EXCEPTING from the above parcel the following two parcels:
Exception 3:
A parcel of land located in a portion of Section 28, Township 8 South, Range
67 West of the Sixth Principal Meridian, City of Castle Rock, Xxxxxxx County,
Colorado, being more particularly described as follows;
5
COMMENCING at the Southeast corner of said Section 28, whence the Northeast
corner of said Section 28 bears N 00DEG.22'18" W a distance of 5302.75 feet;
thence N 62DEG.23'09" W a distance of 660.85 feet, to the point of beginning;
thence S 63DEG.50'19" W a distance of 144.71 feet;
thence N 26DEG.09'41" W a distance of 208.00 feet;
thence N 63DEG.50'19" E, non-tangent to the following described curve, a
distance of 251.43 feet;
thence along the arc of a curve to the right, having a central angle of
29DEG. 26'30", a radius of 460.00 feet, the chord of which bears S 00DEG.59'57"
W a distance of 233.78 feet and an arc length of 236.37 feet to the point of
beginning;
Exception 4:
A parcel of land located in a portion of Section 28, Township 8 South, Range
67 West of the Sixth Principal Meridian, City of Castle Rock, Xxxxxxx County,
Colorado, being more particularly described as follows:
COMMENCING at the Southwest corner of said Section 28, whence the North
corner of said Section 28 bears N 00DEG.11'08" W a distance of 5299.57 feet;
thence N 58DEG.37'49" E a distance of 3415.73 feet, to the point of beginning;
thence N 04DEG.01'05" E a distance of 208.84 feet;
thence S 87DEG.59'38" E a distance of 208.71 feet;
thence S 04DEG.01'05" W a distance of 208.84 feet;
thence N 87DEG.59'38" W a distance of 208.71 feet to the point of beginning;
6
EXHIBIT B
PERMITTED EXCEPTIONS
1. The lien of any deed of trust, mortgage, assignment of leases and
rents, UCC financing statement or other security document now or hereafter
securing financing of the Property or any portion thereof or any improvements
thereon, which shall be expressly subordinate to this Development Agreement.
2. Rights or claims of parties in possession not shown by the public
records.
3. Easements, or claims of easements, not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area,
encroachments, and any facts which a correct survey and inspection of the
premises would disclose and which are not shown by the public records.
5. Any lien, or right to a lien, for services, labor or material
theretofore or hereafter furnished, imposed by law and not shown by the public
records.
6. Taxes and assessments for 1996 and subsequent years.
B-1
