HomeMy WebLinkAboutB12-0029 LANDSCAPING ENCROACHMENT AGREEMENTLANDSCAPING ENCROACHMENT AGREEMENT
THIS LANDSCAPING ENCROACHMENT AGREEMENT (this "Agreement ") is made
as of the day of , 2012, by and between The Vail Corporation ( "Vail Corp "),
a Colorado corporation, and Arrabelle at Vail Square, LLC ( "AVS "), a Colorado limited liability
company (together, "Vail "), acting together as one party, and Lion Square Condominium
Association, Inc., a Colorado nonprofit corporation (the "Association ").
RECITALS:
The Association is the authorized agent and representative for the owners of Lion Square
Condominiums (the "Condominiums ") situated in the Town of Vail (the "Town "), which
Condominiums were established by that certain Condominium Declaration recorded in the real
property records for Eagle County, Colorado (the "Records ") on April 9, 1971, at Book 220,
Page 176, and the related condominium reap recorded on April 9, 1971, at Book 220, Page 177
(the real property governed by such Declaration and map being referred to herein as the
"Condominium Property").
AVS is the owner of Lot 1, Vail Square (the " Arrabelle Site ") and Vail Corp is the owner of Lots
2 and 3, Lionshead Sixth Filing (together the "Ski Yard "), according to the recorded plats
thereof, County of Eagle, State of Colorado (the Arrabelle Site and Ski Yard may sometimes be
referred to hereinafter together as the "Adjacent Properties "). The Arrabelle Site is the location
of a mixed -use real estate development project undertaken by AVS and commonly known as
" Arrabelle at Vail Square" (the " Arrabelle Project "), while the Ski Yard is utilized for operations
conducted thereon by Vail Corp (which is a corporate affiliate of AVS) in conjunction with Vail
Corp's commercial skiing operations on Vail Mountain, other operations, functions and activities
associated with those skiing operations, and other recreational, entertainment and commercial
operations and events. All functions and activities related to (i) the ownership, care,
maintenance, improvement, use and enjoyment of the Ski Yard (including, without limitation,
those described above), and (ii) the ownership, care, maintenance, improvement, use and
enjoyment of the Arrabelle Project and the Arrabelle Site, are sometimes referred to hereinafter
collectively as the "Adjacent Operations." The Adjacent Properties are contiguous to the
Condominium Property; the westerly boundary of the Ski Yard, and the extension thereof
northerly as a boundary of the Arrabelle Site, is coincident with the easterly boundary of the
Condominium Property (the "Common Boundary").
The owners of the units within the Condominiums, acting through the Association, desire to
expand and renovate the existing building improvements comprising part of the Condominium
Property (the "LSL Renovation Project "). As part of the LSL Renovation Project, the
Association desires to install certain landscaping that lies partly within the Condominium
Property, and partly within the Ski Yard and Arrabelle Site, overlapping the Common Boundary;
the landscaping required by the Town for this purpose and approved by Vail (the "Approved
Landscaping ") is and shall be governed by the landscaping plan therefor attached hereto as
Exhibit A and incorporated herein by this reference (the "Landscaping Plan ").
761533 I
Vail is willing to permit the Approved Landscaping within the Ski Yard and the Arrabelle Site in
accordance with and subject to the terms and provisions of this Agreement, the Memorandum of
Understanding between the parties and the Town of Vail of even date herewith (the "MOU "),
and in consideration of the undertakings by the Association as set forth herein.
NOW, THEREFORE, in consideration of the Recitals, the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. License Vail hereby grants its consent to and a license (the "License ") over
portions of the Adjacent Properties (the "License Area ") as necessary for the encroachment of
and the installation, existence, use, replacement and maintenance of the Approved Landscaping
that (as referenced in the Landscaping Plan) is to be within the License Area, all in accordance
with and subject to the following provisions of this paragraph 1 and the other provisions of this
Agreement:
(a) The License shall be coupled with an interest in the License Area and
irrevocable unless terminated in accordance with the provisions of this Agreement.
However, the License shall not in any way constitute an easement or other possessory
interest in real property, and the Association and Association Permittees shall have no
right to hold over in the License Area after any termination of the License and this
Agreement (provided the foregoing shall not be construed to relieve the Association of
any of its obligations that remain undischarged as of the termination of the License and
this Agreement). The License Area is and will be limited to those areas that are to
include the Approved Landscaping as shown on Exhibit A , as adjusted pursuant to
paragraph 1(b) below, and additional areas adjacent thereto that are reasonably necessary
for the Landscaping Activities (hereinafter defined), as detennined by Vail in Vail's
reasonable and ordinary business judgment. In no event will the License Area at any
given location extend easterly any further from the Common Boundary than as generally
shown on the Landscaping Plan.
(b) The right to install the Approved Landscaping within the Adjacent
Properties shall be strictly limited to the applicable landscaping elements and the
locations thereof as generally designated and shown on, and in accordance with,
Exhibit A attached hereto, and will also be subject to any applicable limitations in the
MOU, and the other documents referenced in the MOU that govern the "Existing
Encroachments," also referenced therein. The Approved Landscaping shall be installed,
maintained, removed and replaced (collectively, "Landscaping Activities ") in accordance
with the depictions thereof on Exhibit A and in a good and workmanlike manner to the
end, among other things, of minimizing any physical effects on the Ar rabelle Site or Ski
Yard. In this regard, and without limitation on the generality of the foregoing, the
Association specifically covenants and agrees as follows:
(i) The Association will confer and coordinate with Vail, and
cause the Association Permittees (hereinafter defined) to confer and coordinate
with Vail, all as reasonably required by Vail, in connection with all Landscaping
Activities, and all construction, development, maintenance, work or other
716660.3 RCFISH 2
activities of AVS and/or Vail Corp within the Arrabelle Site or Ski Yard that may
be affected by or planned in concert with the Landscaping Activities.
Specifically, in the process of installing the Approved Landscaping, the
Association will confer and consult reasonably with Vail in establishing the
appropriate specific locations for the landscaping elements as generally depicted
on and consistent with Exhibit A (including, without limitation, components of
the planned irrigation system, if any); will make any adjustments to those specific
locations that either AVS or Vail Corp may require; will stake those specific
locations in the field, with those locations to be subject to Vail's reasonable
written approval before any other Landscaping Activities are commenced; and
will install the Approved Landscaping in accordance with those approved staked
locations.
(ii) In connection with any Landscaping Activities, whether
undertaken by the Association or Association Permittees, or their use or
enjoyment of the License or License Area, the Association will not cause or suffer
any damage to the Adjacent Properties or any improvements, landscaping or other
property located thereon. Before any entry onto the Ski Yard for the undertaking
of any Landscaping Activities from time to time, the Association shall give Vail
at least thirty (30) days' prior written notice thereof (provided that this notice
requirement shall not apply to ordinary periodic maintenance).
(c) The Association shall adhere to and comply with all installation,
maintenance and work procedures and requirements for the Landscaping Activities
(including, without limitation, adherence to mandated time schedules) that are imposed
under the laws, ordinances and regulations of the Town or any other applicable public
authority, or as may be imposed by AVS or Vail Corp at their election in the ordinary
course of Adjacent Operations. In no event will any Landscaping Activities (including,
without limitation, grass mowing or irrigation sprinkling) be conducted during the course
of any special events conducted on the Adjacent Properties (including the temporary
setup and removal of facilities therefor before and after the event is held) unless given
Vail's prior written consent at its reasonable election (and Vail may specifically require
that Landscaping Activities be undertaken by the Association to prepare for any special
event if necessary or appropriate for the special event, as determined by Vail in its
ordinary business judgment). Following the completion of any Landscaping Activities,
the Association shall restore any affected areas within the Adjacent Properties to a
condition consistent with that existing before the Landscaping Activities, subject to the
presence of the Approved Landscaping.
(d) At Vail's election, demand and expense, the parties hereto will execute
and record a supplement to this Agreement establishing the License Area, in whole or
part, by a specific legal description and/or other criteria that is determined by a
professional surveyor hired by Vail consistent with the foregoing provisions. The scope .
of the License Area shall not be construed to expand or vaiy the pernitted scope or
amount of or locations for the Approved Landscaping.
716660.3 RCFISH 3
(e) The Association covenants and warrants that the Approved Landscaping
and the use and enjoyment of the License shall be in full compliance with all applicable
laws, rules, regulations, and also any private covenants or restrictions applicable to or
encumbering the Adjacent Properties. The Association will maintain the Approved
Landscaping in good condition and repair and in conformity with Exhibit A hereto, and
in a condition (including the pruning of trees and shrubbery) that is consistent and
compatible with Adjacent Operations, as determined by Vail in its ordinary business
judgment. The Association will not permit the Approved Landscaping to grow or mature
to a point where it interferes in any way with Adjacent Operations (again as determined
in Vail's ordinary business judgment). The irrigation elements within the Approved
Landscaping will be operated and served through the Condominium Property's water
systerns, at the Association's sole expense, and those irrigation connections will be
stubbed off and terminated, and the irrigation facilities removed, as required by Vail in
connection with any tennination of the License (which requirements may be imposed
and/or limited by Vail in accordance with paragraph 3 below).
(f) In connection with any Landscaping Activities or use and enjoyment of
the License Area or the License by, through or under the Association or Association
Permittees, the Association will not cause, permit or suffer in any way any interference
with Adjacent Operations and /or the use and enjoyment of the Adjacent Properties by
AVS or Vail Corp or their invitees or other parties acting or present by, through or under
the ownership authority of AVS or Vail Corp, as applicable (the "Vail Permittees"),
including, without limitation, any special events or Recreational Activities (defined
below), except as otherwise permitted herein. For purposes of this Agreement, "special
events" shall include music concerts, outdoor fairs, and other forms or types of
recreational or entertainment events, including those defined or denominated as such by
the Vail Town Code or by the Town or Vail. The Association specifically acknowledges,
without limitation, that (i) the Adjacent Operations within the Adjacent Properties
include, throughout the year, use of the Ski Yard for skiing - related and/or other
recreational activities available to the Vail Permittees (the "Recreational Activities "), and
(ii) that such Recreational Activities are an indispensable part of skiing and other
recreational operations conducted by Vail in relation to Vail Mountain. The foregoing is
subject, however, to the ordinary enjoyment, with due care, of any pre- existing rights that
the Association may have to use the Ski Yard under written agreements with Vail.
2. Conditions to Landscaping Activities Before commencing any Landscaping
Activities, and prior to entering the Adjacent Properties for those purposes:
(a) The Association must furnish to Vail copies of all building permits and
any other governmental approvals, whether within the jurisdiction of the Town or any
other authority, which are requisite to undertaking the LSL Renovation Project and/or the
Landscaping Activities, to be in form and substance reasonably satisfactory to Vail.
(b) Vail and the Association must agree upon terms for and enter into a
construction staging agreement governing the coordination and phasing of construction
and work activities in relation to the LSL Renovation Project (including the Approved
Landscaping), work associated with the Arrabelle Project, and the continuation of
716660.3 RCFISH 4
landscaping and other improvements within the Adjacent Properties as part of or
associated with the Ar•abelle Project.
3. Term The term of this Agreement and the License shall commence as of the date
hereof, and shall continue in force and effect unless and until (i) such time as the Approved
Landscaping no longer constitutes a legal requisite to the lawful occupancy of the building
improvements within the Condominium Property, (ii) this Agreement is tenninated by Vail for a
default of the Association pursuant to paragraph 11 below, or (iii) the Association abandons the
use and enjoyment of the License, whichever is first to occur. Upon the occurrence of any of
those events, the tern of this Agreement and the License shall expire, and this Agreement and
the License shall be tenninated and of no further force or effect (provided that any obligations or
duties of the Association hereunder that have not been fully discharged as of such expiration and
termination shall remain in full force and effect and owing from the Association thereafter).
Upon any such termination of this Agreement and the License, the Association shall forthwith
proceed to remove the Approved Landscaping from within the Adjacent Properties (subject to
the following provisions) and restore the affected areas within the Adjacent Properties to
substantially the same condition in which those areas existed before the undertaking of the
Approved Landscaping, or alternatively in such other condition as may be required by Vail
(including the leaving in place of designated elements of the Approved Landscaping, including
irrigation facilities) that is not more costly to the Association. Vail will succeed to the ownership
of any elements of the Approved Landscaping so left in place, and the Association shall execute
and deliver or cause the execution and delivery of such quitclaim deeds, bills of sale and other
instruments as Vail may require to effectuate or evidence such succession. At Vail's election
restoration plans will be subject to Vail's reasonable written approval, and restoration will be
undertaken in material conformity with any mutually approved plans.
4. Scope The encroachment rights and License granted by this Agreement shall be
strictly limited to and solely for (i) Landscaping Activities in relation to the Approved
Landscaping as depicted on Exhibit A, all in accordance with and subject to the terns hereof,
(ii) the benefit of the Association and contractors and agents, and the employees of any of them,
engaged by, through or under the Association for undertaking Landscaping Activities (the
"Association Permittees "), and (iii) those activities reasonably necessary for the performance of
the obligations undertaken by the Association under this Agreement.
5. Insurance At all times during the term of this Agreement, and thereafter until the
Association has discharged all of its obligations hereunder, the Association shall carry and
maintain in full force and effect, at its sole cost and expense, a policy of comprehensive general
liability insurance in an occurrence format with a single occurrence limit of not less than
$1,000,000, complemented by umbrella coverage with available limits of $25,000,000, and
specifically including coverages for contractual liability (specifically encompassing the
Association's indemnity and other obligations hereunder), personal injury, broad form property
damage, independent contractors and premises operations, and otherwise upon terms and with
insurance companies satisfactory to Vail (the "Insurance "). The Association will provide Vail
with a copy of any insurance carrier's notice of cancellation or notice of changes to policy
conditions, immediately upon receipt. The Insurance shall provide that the coverage thereunder
is primary without any right of contribution from any liability coverage maintained by Vail (and
the Association specifically agrees that its coverage will thus be primary), and shall also provide
716660.3 RCFISH 5
that the insurance protection afforded Vail will not be impaired or limited by any negligence or
misconduct of the Association or any other party. Vail and any Vail Permittees designated by
Vail shall be named as additional named insureds under the Insurance, and the Association
agrees to provide Vail with certificates of insurance evidencing the Insurance (and expressly
naming the required additional insureds) upon execution of this Agreement and yearly thereafter,
and in any case at least ten (10) business days prior to any pending expiration of coverage.
6. Indemnity The Association shall indemnify and defend Vail and the Vail
Permittees and hold Vail and the Vail Permittees harmless from and against any and all
liabilities, claims, losses, damages, liens, demands, actions and causes of action whatsoever
(including, without limitation, the death of or injury to any person or damage to property of any
kind, whether the property of Vail, the Association or any other party) which (i) results or arises
or is alleged to result or arise in any way in connection with the Approved Landscaping, the
Landscaping Activities, and other conduct arising by, through or under the Association or the
Association Permittees in connection with the License, or the misconduct, negligent acts, errors
or omissions of the Association, the Association Permittees, and any parry acting by, through or
under any of them, while engaged in any activity or conduct or otherwise present on or about the
Adjacent Properties in connection with the Approved Landscaping, the Landscaping Activities or
the License granted hereunder, or (ii) arises from or is alleged to arise from any breach by the
Association of this Agreement (whether attributable directly to the Association or to Association
Perrnittees), together with all reasonable costs and expenses incurred by Vail in connection with
any of the foregoing matters, including reasonable court costs and attorneys' fees, and any
reasonable and customary costs that may be incurred by Vail at its election in furtherance of a
proposed or completed settlement of any of the foregoing matters. Any sums owing pursuant to
the foregoing indemnity shall be due and payable within ten (10) days after demand.
7. Hold Harmless Vail and the Vail Permittees shall not be liable to the Association
or any other person or entity for or on account of (i) any damage or injury to any Approved
Landscaping resulting fi snow - grooming or other activities associated from time to time with
Adjacent Operations, or caused by the actions or omissions of any Vail Permittees present in the
License Area by, through or under Vail, so long as Vail and the Vail Permittees do not act with
intentional recklessness, (ii) injury to persons or property resulting from any Landscaping
Activities or actions or omissions arising by, through or under the Association or Association
Permittees on or about the Ski Yard or Arrabelle Site, or (iii) any other liability, loss, claim,
circumstance or matter related to the Approved Landscaping, the Landscaping Activities, or the
License granted hereunder, including without limitation, any and all matters and circumstances
indernnified by the Association under paragraph 6 above so long as any such liability, loss,
clairn, circumstance or matter is not created or caused by the intentional recklessness of Vail
and /or the Vail Pennittees; and the Association, for itself and the Association Permittees, hereby
releases Vail and the Vail Permittees and agrees to hold them harmless from and against any
such liability. The Association specifically acknowledges and agrees that for purposes of this
Agreement and the License hereunder, the Association shall accept the Ski Yard and Arrabelle
Site in their "as is," "where is" condition, both presently and as they may be further improved
and modified hereafter, without any warranty, representation, covenant or undertaking by Vail
with respect to title or physical condition, and any such warranty, representation, covenant or
undertaking is expressly disclaimed and waived.
716660.3 RCFISH 6
8. Retention of Rights Vail hereby retains all rights, entitlements and interests to
the Arrabelle Site and Ski Yard not specifically granted to the Association herein, and all rights
to use and enjoy the Arrabelle Site and Ski Yard that are consistent with the use and enjoyment
of the Approved Landscaping in accordance with the provisions hereof, and in any case rights to
conduct special events, Recreational Activities and other Adjacent Operations, which shall be
afforded priority over the use of the License and the Landscaping Activities. Notwithstanding
the foregoing, Vail covenants to use good faith efforts not to interfere with the License provided
hereunder.
9. Mechanics' Liens The Association shall not pen or suffer any mechanics' or
other liens to attach to the Adjacent Properties or any portion thereof or interest therein by reason
of any Landscaping Activities arising by, through or under the Association or any Association
Pennittees. In the event a lien attaches, the Association shall obtain the removal and release
thereof of record within sixty (60) days after its filing. If such release is not timely secured, then
at any time thereafter Vail, at its election and without obligation to do so, may secure the release
of the lien claim by any means available, including bonding, settlement, or otherwise, in which
case the Association shall, within ten (10) days after notice of demand, reimburse Vail for Vail's
costs and expenses incurred in securing the lien release, including reasonable attorneys' fees.
The Association will also indemnify Vail against any such lien claims under and as part of
paragraph 6 above.
10. Successors and AssiM This Agreement shall inure to and be binding upon the
successors and assigns of the parties to this Agreement. The benefits of this Agreement and the
License to the Association shall constitute and may only be used and enjoyed as an appurtenance
to the Condominium Property.
11. Default and Remedies In the event the Association is ever in breach or default of
any provision of this Agreement, and upon Vail's written notice to the Association of such
breach or default with a period of thirty (30) calendar days in which the Association may cure
any such breach or default, Vail at its election may exercise any or all of the following remedies:
(a) Vail, at its election and without obligation to do so, may take such action
as Vail deems appropriate to cure the breach, in whole or part as determined by Vail, or
to otherwise protect Vail's interests, and all reasonable costs and expenses, including
attorneys' fees, incurred by Vail in any exercise of this remedy shall be due and payable
from the Association within ten (10) days after demand from time to time;
(b) Vail may suspend the rights of the Association and the Association
Pennittees to use and enjoy the License, to conduct Landscaping Activities, and to enter
upon the Ski Yard and/or Arrabelle Site for those purposes;
(c) Vail may remove all or any part of the Approved Landscaping, and
provide such restorations to the affected areas as Vail may deem appropriate, and within
ten (10) days after demand from time to time, the Association shall reimburse Vail for all
reasonable costs and expenses, including attorneys' fees, that Vail may incur in
connection with any exercise of this remedy; and/or
716660.3 RCFISH 7
(d) Vail may terminate this Agreement and the License by giving the
Association written notice thereof.
Any such breach of this Agreement that is not cured within any applicable cure period
established above may be enforced by any or all of the foregoing remedies in favor of Vail, and
any other remedies available to Vail at law or equity or by statute (including an action for
dispossession in the case of a termination of this Agreement and the License), and all such rights
and remedies shall be cumulative with and non - exclusive of one another, and may be exercised
concurrently or successively as Vail may elect. No exercise of any one remedy shall constitute
or be construed as an election to the bar of any other remedy. In connection with any exercise or
pursuit of its remedies under this Agreement, whether or not legal proceedings be actually
commenced, Vail shall be entitled to recover from the Association any and all reasonable
attorneys' fees and court costs that Vail may incur in connection therewith.
In the event Vail is ever in breach or default of any provision of this Agreement, and such
breach or default could cause the Association to be out of compliance with Town requirements,
then, upon the Association's written notice to Vail of such breach or default with a period of
thirty (30) calendar days in which Vail may cure any such breach or default, the Association at
its election may exercise any or all of the following remedies:
(i) The Association, at its election and without obligation to do so, may take
such action as the Association deems appropriate to cure the breach, in whole or part as
determined by the Association, or to otherwise protect the Association's interests, and all
reasonable costs and expenses, including attorneys' fees, incurred by the Association in
any exercise of this rernedy shall be due and payable from Vail within ten (l 0) days after
demand from time to time; and/or
(ii) The Association may seek immediate legal remedies, including, but not
limited to injunctive relief.
Any such breach of this Agreement that is not cured within any applicable cure period
established above may be enforced by any or all of the foregoing remedies in favor of the
Association, and any other remedies available to the Association at law or in equity or by statute,
and all such rights and remedies shall be cumulative with and non - exclusive of one another, and
may be exercised concurrently or successively as the Association may elect. No exercise of any
one remedy shall constitute or be construed as an election to the bar of any other remedy. In
connection with any exercise or pursuit of its remedies under this Agreement, whether or not
legal proceedings be actually commenced, the Association shall be entitled to recover from Vail
any and all reasonable attorneys' fees and court costs that the Association may incur in
connection therewith.
12. Miscellaneous.
(a) This Agreement (and any attached exhibits) contains the entire agreement and
understanding of the parties with respect to the subject matter hereof.
716660.1 RCFISH
(b) No amendment, alteration, modification of or addition to this Agreement, and no
waiver of any rights or obligations hereunder, shall be valid or binding unless expressed in
writing and signed by the party or parties to be bound thereby.
(c) This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Colorado.
(d) Any notices to be given hereunder shall be deemed to be given three (3) days after
mailing, if mailed, or upon delivery to the applicable premises if hand delivered. Notices shall
be delivered or mailed to the parties at their respective addresses listed below or at such other
address as shall be specified in writing by a party in accordance with these notice provisions, as
follows (provided that any addresses specified must be within Vail or Avon, Colorado, and must
include a street address, and neither party may establish more than two addresses at any one
time):
IF TO VAIL:
c/o Vail Resorts Development Company
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attn: Legal Department
IF TO THE ASSOCIATION:
Lion Square Condominium Association, Inc.
Attn: General Manager
660 West Lionshead Place
Vail, Colorado 81657
(e) Time is of the essence with respect to the performance of each of the covenants
and agreements herein set forth.
(f) Upon any tennination of the License and/or this Agreement, Vail at its election
may unilaterally execute and record an instrument evidencing the termination and
extinguishment of this Agreement and the License, and any such recorded confirmation will
conclusively remove and extinguish this Agreement and the License as an interest in or
encumbrance against the Adjacent Properties (provided that the foregoing will not preclude in
personam recourse by the Association against Vail in any circumstance where Vail records such
a confirmation when this Agreement and License in fact have not been terminated). The
Association will also promptly join in and execute any such confnmation of termination if
required and demanded by Vail.
(g) If any breach or default of the Association's obligations and duties hereunder is
caused by the conduct of any Association Permittee, that breach or default shall be fully imputed
and attributed to the Association for all purposes under this Agreement, as if the Association had
committed such breach or default directly, and no rules of law regarding agency or vicarious
liability shall be applied to limit or abridge the Association's obligations in connection therewith.
716660.3 RCFISH 9
The Vail Permittees shall be third party beneficiaries of those provisions hereunder which by
their terms inure in their favor.
(h) Vail hereby represents to the Association that Vail has taken or received all
corporate and company action or authorization necessary for Vail to enter into this Agreement;
that Vail's entry into this Agreement constitutes the duly authorized corporate and company
action of Vail; and that this Agreement is binding on Vail. The Association in turn represents to
Vail that the Association has taken all actions and received all consents or authorizations from its
board of directors (however denorninated) and/or its members (i.e., the unit owners within the
Condominiums) which are requisite to the Association's entry into this Agreement; that the
Association's entry into this Agreement constitutes the duly authorized corporate and association
action of the Association; and that this Agreement is binding on the Association. The
Association also acknowledges and covenants that it has made this Agreement on behalf of its
members and that it is binding on its members as well as the Association.
(i) As used herein, "business day" shall mean any day other than a Saturday, Sunday
or legal holiday for which U.S. Mail service is not provided.
6) This Agreement may be executed in counterparts, each of which shall constitute
an original, and which together shall constitute one and the same agreement. Any party hereto
may confirm legal delivery of its counterpart by facsimile or e-mail transmission of its signed
and acknowledged signature page.
[Remainder of page intentionally left blank]
716660.1 RCFISH 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to become
effective as of the date first written above.
THE VAIL CORPORATION, a Colorado
corporation
By:_
Name:
Title:
STATE OF COLORADO
COUNTY OF EAGLE
ss.
The foregoing instrument was
, 2012, by
Vail Corporation, a Colorado corporation.
My commission expires:
[SEAL]
Notary Public
acknowledged before me this day of
as of The
[Signature Blocks Continue on Next Page]
716660.3 RUISH 11
ARRABELLE AT VAIL SQUARE, LLC, a
Colorado limited liability company
By: Vail Resorts Development Company, a
Colorado corporation, as Managing
Member
By:_
Name:
Title:
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this _
, 2012, by as
Resorts Development Company, a Colorado corporation, as Managing
ARRABELLE AT VAIL SQUARE, LLC, a Colorado limited liability company.
My commission expires:
[SEAL]
Notary Public
[Signature Blocks Continue on Next Page]
day of
of Vail
Member of
716660.3 RCFISH 12
LION SQUARE CONDOMINIUM
ASSOCIATION, INC., a Colorado nonprofit
corporation
STATE OF COLORADO )
ss.
COUNTY OF EAGLE )
By:
Name: 6) -2-. TH �=
Title:
The foregoing instrument was acknowledged before me this 1 6' 11 � - day of
2012, by k A as — P(e -'t of Lion
Square Condominium Association, Inc., a Colorado nonprofit corporation.
';C
My�corn�rMs�i expires: aU kC j
•.• ee... be Go �'
[SEAL]
LIC
... ...... . .• Notary P>�lic
716660.3 RCFISH 13
EXHIBIT A
Landscaping Plan
[See the attached]
716660.3 RCFISH
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LION SQUARE LODGE- EAST BUILDING
• LANDSCAPE PLAN
Revues 1x1 aad B '-
'cal.IreN SNIn UI 54Y� 1' • IO.r
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fa3at>•IT 1+1