HomeMy WebLinkAbout2004-17 Permitting the Acquisition by the Vail Reinvestment Authority of Certain Properties in the Lionshead Area of the Town of Vail by Power of Eminent DomainRESOLUTION NO. 17
SERIES OF 2004
A RESOLUTION OF THE TOWN OF VAIL AUTHORIZING THE EXECUTION AND DELIVERY
ON ITS BEHALF OF THE L{ONSHEAD REINVESTMENT AGREEMENT, TO BE MADE
OTHERWISE BETWEEN THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., AND
THE VAIL REINVESTMENT AUTHORITY IN FURTHERANCE OF PERMITTING THE
ACQUISITION BY THE VAIL REINVESTMENT AUTHORITY OF CERTAIN PROPERTIES IN
THE LIONSHEAD AREA OF THE TOWN OF VAIL BY POWER OF EMINENT DOMAIN.
WHEREAS, the Town Council of the Town of Vail adopted the Lionshead Public
Facilities Development Plan on March 16, 2004; and
WHEREAS, the Lionshead Public Facilities Development Plan (the "Plan") authorizes
actions by the Vai{ Reinvestment Authority to redevelop the area designated as the Lionshead
Reinvestment Area; and
WHEREAS, redevelopment of the Lionshead Reinvestment Area (the "Project") is
necessary to alleviate those conditions of blight found in the Lionshead Reinvestment Study;
and
WHEREAS, acquisition by the Vail Reinvestment Authority of certain properties owned
by the Town of Vail described in Exhibit A attached hereto and incorporated herein by this
reference (hereinafter the "Properties") is necessary for the completion of said Project; and
WHEREAS, in order to properly initiate any necessary eminent domain proceedings to
acquire the Properties, the Vail Reinvestment Authority must, under the terms of the Plan,
secure the consent of the Town; and
WHEREAS, in furtherance of securing such consents, the Vail Reinvestment Authority
has negotiated with the Town and Vail Associates, Inc. (the owner of other properties that must
be acquired), the Lionshead Reinvestment Agreement, to be made between the Vail
Reinvestment Authority and Vail Associates as the primary parties (the uAgreement"), and
relating to such eminent domain proceedings, and including, among other things, the Town of
Vail's joinder to give its requisite consent; and
WHEREAS, the Town of Vail has determined to authorize the execution and delivery of
the Agreement on its behalf; and
WHEREAS, the Town Council of the Town of Vail finds that the adoption of this
Resolution No. 17, Series of 2004, is in the best interests of the Town of Vail and its citizenry.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO:
1. The Town Council of the Town of Vail hereby authorizes the Town Manager
and/or the Mayor, acting singularly, to execute, acknowledge and deliver the Agreement on
behalf of and as the act of the Town of Vail, in a form substantially in conformance with Exhibit
B attached hereto.
625426.1 RCFISH
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2. If any part, section, subsection, sentence, clause or phrase of this Resolution is
for any reason held to be invalid, such decision shall not affect the validity of the remaining
portions of this Resolution, and the Town Council hereby declares it would have passed this
Resolution, and each part, section, subsection, clause or phrase thereof, regardless of the fact
that any one or more parts, sections, subsections, clauses or phrases be declared invalid.
3. The Town Council hereby finds, determines and declares that this Resolution is
necessary and proper for the health, safety and welfare of the Town of Vail and the inhabitants
thereof.
4. Bylaws, orders, resolutions and ordinances, or parts thereof, inconsistent
herewith are repealed to the extent only of such inconsistency. This repealer shall not be
construed to revise any bylaw, order, resolution or ordinance, or part thereof, theretofore
repealed.
INTRODUCED, READ, APPROVED AND ADOPTED this 3rd day of August, 2004.
Rodney Slifer, Mayor, T n`of Vail
ATTEST:
f~/~'' -
o~el 'Donaldson, Town Clerk, Town of Vail
625426.1 RCFISH 2
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EXHIBIT A
LEGAL DESCRIPTION OF TOWN PROPERTIES
7
Those portions of Tract C, Vail/Lionshead First Filing, and Tract C, Vail/Lionshead Third Filing,
according to the recorded plats thereof, conveyed to the Town of Vail by deeds recorded on
August 16, 1991, at Book 560, Page 180 and on July 17, 1984, at Book 389, Page 502; and
Tract A, Vail/Lionshead Third Filing, according to the recorded plat thereof.
625426.1 RCFISH A-1
Lionshead Reinvestment Agreement
THIS LIONSHEAD REINVESTMENT AGREEMENT ("Agreement") is made
as of the day of 2004, by and between VAIL REINVESTMENT
AUTHORITY, a body corporate duly organized and existing as an urban renewal authority
under the laws of the State of Colorado (the "Authority"), and THE VAIL CORPORATION
d/b/a VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"), and VAMHC,
INC., a Colorado corporation (together and in the singular the "Owner(s)," which terms will
include their respective successors and assigns).
Recitals:
A. The Authority is a body corporate and has been duly created, organized,
established and authorized to exercise its powers as an urban renewal authority within the
Town of Vail, Colorado ("Town"), all under and pursuant to the Colorado Urban Renewal
Law, C.R.S. § 31-25-101 et seq. (the "Act").
B. An urban renewal plan, entitled the "Lionshead Public Facilities
Development Plan," and also referred to as the "Lionshead Public Facilities Investment Plan,"
was duly and regularly approved by the Town Council of the Town pursuant to a hearing held
and action taken by Resolution No. 11, Series of 2004, on March 16, 2004 (as from time to
time amended in accordance with the Act, the "Plan").
C. The Plan, inter alia, authorizes actions by the Authori in furtherance ofty
the redevelopment of the site owned in fee by Vail Associates and legally described on
Exhibit A attached hereto and commonly referred to as the Lionshead "Core" (the "Core
Property"), and also the redevelopment of a portion of what is commonly known as the "West
Day Lot," which portion is legally described on Exhibit B hereto, is owned by the Owners,
and lies proximate to Gore Creek (the "Gore Creek Property"). The Core Property and Gore
Creek Property may each be sometimes referred to hereinafter as a "Property," and they may
sometimes be referred to hereinafter together as the "Properties." The term "Owners" when
used herein shall be construed to mean, in reference to each Property, only the owner or
owners of that particular Property, it being intended that the provisions, agreements, rights and
obligations hereunder attendant pertaining or attendant to that particular Property shall inure to
and bind only the owner or owners of that Property.
D. Portions of the Core Property described on Exhibit C attached hereto
the "Town Properties") are owned in fee by the Town, and the Town, as hereinafter set forth,
has executed and joined in this Agreement for certain purposes in relation to the Town
Properties. (References herein to the Core Property will include the Town Properties unless
such inclusion is contextually inappropriate in any given instance.)
E. Vail Associates is proposing to redevelop the Core Property as a mixed-
use project (the "Core Project"), which may include, without limitation, residential
condominium and/or other multi-family units; public accommodations, including hotel and/or
lodge uses; commercial retail uses, including, without limitation, restaurants, coffee shops and
MUR\59599.01\481474.1
e,~'
other eating and drinking establishments; public and recreational uses and structures,
including, without limitation, an outdoor skating rink, open plaza and other areas allowing for
recreational or entertainment activities and amenities, and ski clubs or similar associations or
operations related to sporting, recreational or outdoor activities; parking facilities and uses;
and other uses, improvements and facilities ancillary, incidental or related to any of the
foregoing, including, without limitation, pedestrian and vehicular access ways and facilities,
and loading/delivery facilities. In furtherance of the Core Project, Vail Associates is in the
process of securing various devel~rL~ent approvals from the Town that are requisite to
undertaking the Core Project, and in that regard has submitted, for review and approval by the
Town's Planning and Environmental Commission, design devel.,r.x.ent plans for the Core
Project, entitled "Lionshead Core Area Redevelopment," prepared by 42/40 Architecture,
Project No. 20826.02, and dated as of June 7, 2004 (the "Core Design Plans").
F. The Owners are proposing to redevelop the Gore Creek Property as a
multi-family residential project, comprised of sixteen (16) residential units in what is
essentially a duplex townhome configuration, which project is presently planned to be
developed and marketed under the trade name "Gore Creek Place" (the "Gore Creek
Project"). In furtherance of the Gore Creek Project, the Owners have secured various
development and planning approvals from the Town that are requisite to undertaking the Gore
Creek Project, and is in the process of pursuing final building permit approval for proceeding
with the construction of the Gore Creek Project. The Gore Creek Project and the Core Project
are sometimes referred to hereinafter collectively and in the singular as the "Project(s)."
G. The undertaking of each Project remains subject in each case to the
making of a devel„r...ent agreement between the Town and the Owners (in each case the
Development Agreement"), which may establish, among other things, development
commitments that are satisfactory to the Town.
H. The Properties are encumbered by certain use restrictions and other
limitations arising under (i) the Protective Covenants for Vail Village, Second Filing, as
originally recorded in the real property records for Eagle County, Colorado (the "Records")
on Ianuary 9, 1963, at Book 174, Page 431, and as amended by instrument recorded in the
Records on August 27, 1964, at Book 183, Page 239; (ii) the Protective Covenants for
Vail/Lionshead, First Filing, as originally recorded in the Records on May 18, 1970, at
Book 217, Page 675, and as amended by instrument recorded in the Records on August 39,
1971, at Book 221, Page 498; and (iii) the Protective Covenants for Vail/Lionshead, Third
Filing, as originally recorded in the Records on October 15, 1971, at Book 221, Page 991, and
as amended by instrument recorded in the Records on August 12, 1977, at Book 258, Page 453
collectively, the "Covenants"). The Covenants contain use restrictions and other limiting
provisions that may proscribe or conflict with the development of the Projects on the
Properties.
I. Pursuant to the Plan and the Act, the Authority has the power of eminent
domain to acquire and convey to the Owners or either of them, or another qualified purchaser,
each of the Properties at fair value. In furtherance of the Plan, the Authority intends to
MUR\59599.01 \481474'.1 2
exercise its eminent domain powers to acquire the Properties for purposes of extinguishing and
removing the Covenants as obstructions to the Projects.
J. Under the terms of the Plan, the Authority may exercise its powers of
eminent domain only with the consent of the owner of any fee interest to be condemned. The
Owners have determined to provide their consent pursuant to the terms of this Agreement
which consent is supplemented by the joinder of the Town as hereinafter set forth).
K. It is anticipated that the Town will further amend and supplement the
Plan to authorize and implement tax increment financing (the "TIF"), as authorized under the
Act, for undertaking various projects of public infrastructure within the Lionshead area of the
Town. In furtherance thereof, it is also contemplated by the Authority and the Owners that
this Agreement will be subsequently amended, on terms and conditions mutually agreed upon
by the parties, to institute development commitments for undertaking the Projects and thereby
furnishing a future fmancial basis for supporting the TIF debt service.
NOW, THEREFORE, in consideration of the above premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Authority's Acquisition Efforts.
a) The Authority will offer to purchase the unencumbered fee
interest, free of all covenants and restrictions, (i) in the Core Property from Vail
Associates for a total compensation of $78,700,000, and (ii) in the Gore Creek Property
from the Owners for a total compensation of $30,500,000 (in each case the applicable
Offer Price"). In the event that the Owners reject the Authority's offer or aze unable
to convey unencumbered fee title to the applicable Property free of all covenants and
restrictions, the Authority will commence an eminent domain proceeding in Eagle
County District Court (the "District Court") to acquire fee title to the applicable
Property and will prosecute such proceeding to completion using all good faith efforts
together and in the singulaz the "Eminent Domain Proceeding(s)"). To the extent an
F*n~nent Domain Proceeding must be undertaken for either Property, it shall be
commenced and prosecuted sepazately from any Eminent Domain Proceeding for the
other Property. The Authority will use good faith efforts to commence any such
Eminent Domain Proceeding by not later than August 16, 2004, and to obtain an order
vesting title to the applicable Property in the Authority, free and clear of the Covenants,
but subject to and without condemning those title interests reflected on Exhibit D-1
hereto for the Core Property and on Exhibit D-2 hereto for the Gore Creek Property
in each case the "Remaining Exceptions").
b) The Authority specifically acknowledges and agrees, without
limitation, that the Remaining Exceptions, as reflected on Exhibits D-1 and D-2, will
include any easements heretofore or hereafter granted by or made with or for the
benefit of the Owners and burdening and/or benefiting the applicable Property, or any
MUR\59599.01\481474.1 3
portion thereof, and any agreements and provisions thereunder. Such easements may
include, without limitation, an exclusive easement for development, use and enjoyment
encumbering the portion of the Gore Creek Property described as Pazcel 2 on Exhibit B
hereto and constituting an appurtenance to the development site to the north thereof
commonly known as the "West Day Lot."
c) Nothing in this Agreement will be construed as prohibiting or
infringing upon the Authority's ability to exercise its lawful power of eminent domain
with respect to any property other than the Properties.
d) The Authority shall not request or receive a final rule and order
in an Eminent Domain Proceeding vesting title to either Property in the Authority prior
to the selection of a successful "Respondent" pursuant to the resale procedure set forth
in paragraph 4 below. In addition, the Authority at its election may refrain from
requesting such final rule and order until the Town and the Owners have made the
Development Agreement for the applicable Property. The Owners will have the right
to join in the motion for the final rule and order.
e) If the Authority is successful in securing a final rule and order in
the applicable Eminent Domain Proceeding, but subsequently the adjudication in the
Eminent Domain Proceeding becomes the subject of appeal or is contested by a claim
brought in another third-party proceeding, then upon the request and at the election of
Vail Associates, the Authority will defend any such appeal or claim in good faith and in
consultation with Vail Associates. Such defense, if undertaken, may be terminated at
any time at Vail Associates' election upon written notice to the Authority, in which case
the Authority will make appropriate pleadings in the applicable action to terminate the
defense of the appeal or claim. The costs and expenses incurred by the Authority in
furnishing any such defense shall constitute part of the Eminent Domain Costs (as
hereinafter defined), and the same shall be a payment obligation reimbursable by Vail
Associates in accordance with the terms hereof applicable to the Eminent Domain
Costs. The respective rights and obligations of the parties under this paragraph (e) will
survive any termination of this Agreement.
2. Disclaimer. The Authority makes no representation or warranty that it
will prevail in any Eminent Domain Proceeding; provided, however, that nothing in this
paragraph will negate or impair the Authority's obligations under the other provisions of this
Agreement in connection with any Eminent Domain Proceeding. Notwithstanding any other
provision of this Agreement to the contrary, Owners will not be liable to the Authority or any
other party for any Eminent Domain Costs or any other costs, expenses, judgments, damages
or liabilities arising from any act, omission or conduct of the Authority which is in violation of
the Authority's obligations under this Agreement.
3. Stipulation. In any Eminent Domain Proceeding, the Owners and the
Authority will mutually stipulate to the District Court that the Owners, by virtue of this
Agreement, are receiving adequate credit and protection from the Authority for securing the
MUR\59599.01\481474,1 4
payment to the Owners of any compensation adjudicated in favor of the Owners in the Eminent
Domain Proceeding, and, as necessary, will correspondingly waive rights to receive that
adjudicated c.....Yensation from the District Court pursuant to C.R.S. § 38-1-112, provided the
payment of the same into the District Court is not required. If, notwithstanding such
stipulation, the District Court requires that such compensation be deposited in its registry, then
the Owners will pay the same as part of the Eminent Domain Costs (hereinafter defined). The
parties will also stipulate in the Eminent Domain Proceeding that the fair mazket value of the
applicable Property equals the applicable Offer Price for purposes of obviating any need for
appraisals.
4. Resale Procedure.
a) Upon initiation of any Eminent Domain Proceeding, the
Authority will forthwith, in accordance with C.R.S. § 31-25-106(2), invite proposals
for the acquisition and redevel~,~,..~ent of the applicable Property, which proposals must
be submitted within two (2) weeks after the date of the publication of the invitation for
proposals, and Promptly make a determination of a qualified proposal that it will
accept. In order to qualify for acceptance and approval of the Authority, any
responsive proposal must demonstrate that the party responding as the proposed
purchaser (the "Respondent") satisfies the following conditions (the "Qualification
Conditions"):
i) The Respondent (by itself or together with its affiliates)
must have first-class experience and expertise in developing and operating
premier ski resorts and associated hotel/lodging accommodations and real estate
devel~r..~ents in the State of Colorado, and preferably in the Vail Valley.
ii) The Respondent and/or its affiliates maintain significant
business ties in the Town of Vail, including an active ongoing business that is
not limited to real property ownership, devel.,Y~~~ent and/or management, and
own other development projects or sites within the Town.
iii) The Respondent must make commitments or assurances
satisfactory to the Authority for undertaking the applicable Project.
iv) With respect to the Core Property, it is essential to the
public interests of the Town, and to Vail Associates and/or its affiliates as the
owner and operator of the skiing and other operations on Vail Mountain, that
those existing improvements and facilities in the Core Property which support or
relate to skiing and other recreational operations and uses of Vail Mountain (the
Recreational Facilities") be preserved in the redevelopment process for the use
and benefit of Vail Associates and its affiliates; that associated employee
housing and office uses not be adversely disrupted during the redevelopment
process; and that the Core Project as ultimately developed will be compatible
with and further facilitate the Town's standing as a preeminent (if not the
MUR\59599.01\481474.1 5
Owners' ownership interests in the applicable Property, Vail Associates, as a
Respondent, will receive full credit for the applicable Offer Price; in addition, if
a proposal from athird-party Respondent is accepted, the resulting Purchase
Price thus paid by the third party Respondent will be immediately remitted to
the Owners by the Authority upon acceptance of the third party proposal (and
this obligation of the Authority will survive any termination of this Agreement).
VAMHC, Inc. hereby irrevocably and unconditionally authorizes Vail
Associates to act on its behalf as a Respondent in the resale procedure for. the
Gore Creek Property, irrevocably assigns to Vail Associates exclusive authority
in that regard, and further irrevocably assigns to Vail Associates all right to use
and enjoy the credit in favor of the Owners based on the Offer Price for the
Gore Creek Property, as such credit is established under the foregoing
provision.
b) Each Property, as separately described on Exhibit A and
Exhibit B hereto, must be conveyed by the Authority as a whole. In no event may the
Authority convey the applicable Property, or any interests therein, to any third party
Respondent unless (i) the Respondent has provided development commitments or
assurances for the applicable Property that in economic and monetary value are at least
equal to the commitments and assurances put forth by Vail Associates as a Respondent,
ii) the requisite Purchase Price is paid in cash to the Owners as set forth above, and
iii) the Qualification Conditions are otherwise satisfied for that Respondent. However,
and as required by the Town's joinder to this Agreement, the Town Properties, if
acquired by the Authority, will be reconveyed by the Authority to the Town, without
any compensation to the Owners, but after the recording by the Authority of the
applicable new covenants referenced in paragraph 9(a) hereof. With respect to the
Qualification Conditions as applied to Vail Associates:
i) The Authority acknowledges and agrees that Vail
Associates satisfies all of the Qualification Conditions under paragraphs 4(a)(i)
and 4(a)(ii) above.
ii) The Qualification Condition under paragraph 4(a)(iii)
above will in any event be satisfied for Vail Associates by the pertinent terms of
the Development Agreement(s), as applicable, when the same are made.
c) Following the Authority's acquisition of title to the applicable
Property, and again provided that Vail Associates is the successful Respondent, then
Vail Associates shall have (and the Authority hereby grants Vail Associates) a license to
enter upon and occupy the applicable Property for undertaking development and
redevelopment activities, and also for continuing historical operations and uses. This
license is and shall be irrevocable and coupled with an interest, and no compensation
will be payable to the Authority for such license. Without limitation on the generality
of the foregoing, the Authority specifically acknowledges and agrees that Vail
Associates will have the right to sublicense portions of the applicable Property to permit
MUR\59599.01\481474.1 ']
entry into the applicable Property in furtherance of development and redevel~ruent
functions to be undertaken by contractors or other parties acting by, through or under
Vail Associates. The Authority also acknowledges that Vail Associates and its affiliates
may intend to continue with historical uses and operations on the applicable Property,
and also initiate redevelopment activities thereon, before the Authority's acquisition of
title, and to that end the Authority agrees that it will not, in the applicable Eminent
Domain Proceeding, obtain or seek to obtain possession of the applicable Property
before the entry and recording of the rule and order vesting title. This paragraph (c)
shall not apply to the Town Properties.
5. Eminent Domain Costs. The Owners will reimburse the Authority for
all reasonable costs and expenses incurred by the Authority during the term of this Agreement
in any Eminent Domain Proceeding for the applicable Property, including attorneys' fees,
court fees and charges, travel costs, reimbursable respondent costs (if any), and any amounts
required to be deposited with the District Court (collectively "Eminent Domain Costs"). Such
reimbursement will be made by the Owners within thirty (30) days after receipt of an invoice
therefor from the Authority, which invoice must be supported by paid receipts and other
documentation reasonably substantiating the applicable sums incurred and subject to
reimbursement. However, in the case of any amounts required to be deposited with the
District Court in connection with the applicable Eminent Domain Proceeding, the Owners will
make such reimbursement within any shorter period of time that such deposit is required by the
District Court. Notwithstanding any implications to the contrary in the foregoing provisions,
the Owners will not be obligated to reimburse, and will not have any liability for, any Eminent
Domain Costs which are incurred by the Authority as a result of or in connection with any
violation of the Authority's obligations under this Agreement.
6. Consent. As required by the Plan, the Owners hereby consent to the
condemnations by the Authority of the Owners' fee interests in the Properties, provided such
condemnations must be undertaken in accordance with the terms, conditions and provisions of
this Agreement. The Authority acknowledges and agrees that the Owners have not otherwise
furnished such consent. Upon any termination of this Agreement, at Vail Associates' election
this consent will become null and void.
7. Resection of Vail Associates. If a third party other than Vail Associates
is accepted by the Authority as the successful Respondent to acquire either Property pursuant
to paragraph 4 above, the Authority will, within thirty (30) days after such acceptance,
reimburse the Owners for all monies previously advanced by them under this Agreement,
including, without limitation, the Eminent Domain Costs and any and all amounts deposited
with the District Court (except to the extent those deposited amounts are remitted directly to
the Owners), together with interest on all such amounts from the date advanced by the Owners
to the date reimbursed by the Authority at the prime rate of interest then in effect, as
announced from time to time by the Wall Street Journal, plus 2 % per annum. In addition, any
obligations of Vail Associates under this Agreement that would otherwise accrue in relation to
the applicable Property will cease and be of no further force or effect upon the acceptance of
such third party.
MUR\59599.01\481474.1 $
8. Condition of Title. If Vail Associates is accepted by the Authority as the
successful Respondent pursuant to paragraph 4 above, the Authority will provide to Vail
Associates, at Vail Associates' expense, a current title insurance commitment for insuring title
to the applicable Property in Vail Associates (the "Title Commitment"), to be issued by Land
Title Guarantee Company, from its offices in Vail, Colorado, and on its own behalf and as
agent for Chicago Title Insurance Company (the "Title Company"). The Title Commitment
will provide for insurance in the amount of the applicable Offer Price set forth in this
Agreement and will commit the Title Company to issue a 1992 extended coverage ALTA
Owner's Title Policy in favor of Vail Associates as the insured, subject only to general real
property taxes not yet due and payable, the Remaining Exceptions, and any other title matters
within the "Permitted Exceptions" hereinafter defined (the "Title Policy").
9. Closin¢,. If Vail Associates is accepted by the Authority as the
successful Respondent for either Property pursuant to paragraph 4 above, then the Authority
and Vail Associates will proceed to conduct a closing for Vail Associates' acquisition of the
applicable Property from the Authority (the "Closing"} on a mutually agreeable date not mare
than ten (10) days after completion of the corresponding Eminent Domain Proceeding by the
District Court's entry of the final rule and order therein. The Closing will be conducted
through the Title Company, at its Vail, Colorado office. The Title Company will furnish all
requisite closing and escrow services for the completion of the Closing, and all required
Closing deliveries will be made by depositing the same with the Title Company. At Closing,
the following will occur, each being a condition precedent to the others and all being
considered as occurring simultaneously:
a) The Authority will duly execute, acknowledge and deliver a
special warranty deed (the "Deed") conveying the applicable Property to Vail
Associates, with a warranty of title that the applicable Property is free and clear of any
liens, encumbrances or other title matters arising by, through or under the Authority,
subject only to the Remaining Exceptions for the applicable Property, real property
taxes and assessments for the year of Closing and subsequent years not yet due and
payable as of Closing, and new restrictive covenants attached hereto as Exhibit E-1 for
the Core Property and Exhibit E-2 for the Gore Creek Property (collectively the
Permitted Exceptions").
b) Vail Associates will receive full credit for the Offer Price, as set
forth in paragraph 4(a)(v) above, and will not be required to pay the Offer Price to the
Authority. Any prior deposit by the Owners into the registry of the District Court of
the compensation owing to the Owners in connection with the Eminent Domain
Proceeding, as set forth in paragraph 3 above, will be and remain payable solely to the
Owners.
c) The parties will execute settlement sheets (including customary
prorations in accordance with local practice for commercial property transactions) and
such other closing agreements and documents as may be necessary or appropriate to
complete the Closing in accordance with prevailing Colorado real estate practices for
MUR\59599.01\481474.1 9
acquisitions of commercial properties, and as otherwise may be required to implement
and carry out the intent of this Agreement.
d) The Title Company will record the Deed in the Records. Vail
Associates will pay for the cost of such recording, but no documentary fee shall be
payable because, as provided by statute, the consideration changing hands is less than
500 (and the face of the Deed will recite the foregoing).
e) The Authority will cause the Title Company to issue the Title
Policy to Vail Associates, or to commit unconditionally to so issue the Title Policy
promptly following Closing.
Vail Associates, at its sole election, may waive any specific portion of the Closing
requirements under this pazagraph 9, provided that such waiver shall be effective only to the
extent set forth in a written instrument executed by Vail Associates.
10. Development Undertakings. Provided that it is the successful Respondent and
pursuant thereto reacquires both Properties, Vail Associates agrees that it will exercise
commercially reasonable efforts in the ordinary course of business to commence construction
of the Core Project within or prior to the construction season for calendaz yeaz 2008, subject to
such terms and conditions as may be established by the parties under the provisions of the
Development Agreement for Gore Creek Property (Gore Creek Property Development
Agreement"). As security for this obligation for undertaking the Core Project, Vail Associates
will furnish the Town with a financial commitment in the amount of $3,000,000, with
enforcement of that commitment to be the Town's and the Authority's sole remedy for any
failure of such obligation. To supplement this obligation for the undertaking of the Core
Project, Vail Associates, upon commencing the Gore Creek Project, will exercise
commercially reasonable efforts to undertake a utilities infrastructure project that will serve the
Core Project, subject again to such terms and conditions as the parties may establish under the
Gore Creek Property Development Agreement. The provisions of this paragraph 10 and the
obligations of Vail Associates hereunder are subject to the making of the Gore Creek Property
Development Agreement and the provisions agreed upon by the parties thereunder, and Vail
Associates' obligations under this paragraph 10 will be limited to those set forth in the Gore
Creek Property Development Agreement and by the provisions thereof.
11. Representations and Warranties by the Owners. The Owners represent
and warrant that:
a) Each Owner is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado, has the inherent corporate
power necessary to enter into this Agreement, and has duly authorized the execution,
delivery and performance of this Agreement by such Owner pursuant to all requisite
corporate action.
b) The consummation of the transactions cont~~„tlated by this
Agreement will not violate any provisions of the governing corporate documents of
MUR\59599.01 \481474.1 10
either Owner or constitute a default or result in the breach of any term or provision of
any contract or agreement to which either Owner is a party or by which it is bound.
c) There is no pending or, to the knowledge of the Owners,
threatened litigation or legal proceeding contesting the power or authority of either
Owner to proceed with the transactions under this Agreement.
12. Representations and Warranties of the Authority. The Authority
represents and warrants that:
a) The Authority is an urban renewal authority duly organized and
validly existing under the laws of the State of Colorado.
b) The Authority has the inherent power and authority to enter into
and has taken all actions required to authorize its making of this Agreement and to
carry out its obligations hereunder.
c) There is no pending, or to the Authority's knowledge, threatened
litigation or proceeding which may contest the power or authority of the Authority or
its officials to enter into or consummate the transactions contemplated by this
Agreement, or the Authority's performance and observance of its obligations
hereunder.
d) The execution and delivery of this Agreement and the documents
required hereunder, the Authority's performance and observance of its obligations
hereunder, and the consummation of the transactions contemplated by this Agreement
will not (i) conflict with or contravene any law, order, rule or regulation applicable to
the Authority or to the Authority's governing documents, (ii) result in the breach of any
of the terms or provisions of or cause a default under any agreement or other
instrument to which the Authority is a party or by which it may be bound or affected,
or (iii) permit any party to terminate any such agreement or instrument or to accelerate
the maturity of any indebtedness or other obligation of the Authority.
13. Liability Insurance. The Owners will maintain commercial general
liability insurance against all claims for personal injury, death or property damage occurring
upon or in each Property during any period that the Authority is in ownership of that Property,
with such coverage to have a single occurrence limit of not less than Two Million Dollars
2,000,000) and an aggregate available limit from time to time of not less than Two Million
Dollars ($2,000,000). This liability insurance coverage will name the Authority as an
additional insured, will be placed with a good and solvent insurance company which is
authorized to do business in the State of Colorado (and in any case with a rating of not less
than A+ as established by Best and Company), and will require the insurer to give at least
thirty (30) days' prior written notice to the Authority before any cancellation of or material
reduction in coverage. The Owners will provide an insurance certificate for the required
policy of liability insurance to the Authority upon request. The foregoing shall not apply to the
Town Properties.
MUR\59599.01 \481474.1 11
14. Authority Covenants. In connection with the ownership of the Properties
and the undertaking of the Projects, the Authority covenants and agrees as follows: during any
period that the Authority is in ownership of either Property, the Authority will not take,
authorize or suffer any action or circumstances arising by, through or under the Authority that
causes any physical damage or alteration affecting the applicable Property, or the occurrence
of any personal injury or property damage suffered by any party upon the applicable Property;
will not take or authorize any action or engage in or authorize any course of conduct that
causes any impairment of any easements, appurtenances, privileges, licenses or rights
benefiting the applicable Property, or that gives rise to a violation of any applicable law,
ordinance, rule or regulation with respect to the applicable Property, or any change in or
impairment of zoning, platting or other land use entitlements related to the applicable Property;
and will not grant, cause or suffer the establishment of any lien or encumbrance against or
other interest in the applicable Property in favor of any third party that arises by, through or
under the Authority. If any liability arises from any breach of the Authority's obligations
under this paragraph 14, the Authority agrees that with respect thereto the Authority may not
have the benefit or avail itself of the insurance coverage under paragraph I3 above (and the
Owners' insurers will be beneficiaries of the foregoing as well as the Owners).
15. Indemnity and Responsibility.
a) The Owners will indemnify and defend the Authority and its
officers and employees against costs and expenses, including reasonable attorneys' fees,
and losses and liabilities which are suffered or incurred by the Authority and which are
caused by or arise from any breach by the Owners of their respective obligations under
this Agreement, or any negligence or willful misconduct of either Owner, or its
contractors or agents, that occurs in connection with the transactions under this
Agreement.
b} The Authority will be responsible for, and to the extent permitted
by law will reimburse the Owners, or either of them, for all costs and expenses,
including reasonable attorneys' fees, and losses and liabilities incurred by the Owners,
or either of them, that are caused by or arise from any breach by the Authority of its
obligations under this Agreement, or any negligence or willful misconduct of the
Authority, or its contractors or agents, that occurs in connection with the transactions
under this Agreement.
16. Default; Remedies.
a) A "Default" by either party hereunder shall mean the failure of
that party to observe or perform any covenant, obligation or agreement of such party
under this Agreement, or the existence or occurrence of any circumstance which causes
any representation or warranty made by such party in this Agreement to be false or
misleading in any material respect, provided such party does not cure such failure or
circumstance within ten (10) days after the other party hereto gives written notice
thereof (provided that this cure period will not apply to any such failure or
MUR\59599.01\481474.1 12
circumstance which is not susceptible of being cured, or to any obligation to be
performed at Closing).
b) If any Default by the Authority occurs and is continuing
hereunder, the Owners may (i) seek and recover all out-of-pocket costs, expenses and
sums incurred by the Owners, or either of them, in connection with the Default or this
Agreement, including attorneys' fees, and actual compensatory damages, but not
consequential damages, lost profits or punitive damages; (ii) seek enforcement of the
Authority's obligations hereunder by any equitable remedies, such as specific
performance or injunction; and/or (iii) elect to terminate this Agreement.
c) If any Default by the Owners occurs and is continuing hereunder,
the Authority may (i) seek any available remedy at law; (ii) seek enforcement of the
Owners' obligations hereunder by any equitable remedies, such as specific performance
or injunction; or (iii) elect to terminate this Agreement; however, the Authority may
not so terminate this Agreement if termination would prejudice the interests of the
Authority or the Owners in any Eminent Domain Proceeding, or if the Authority has
acquired fee title to the Properties or either of them.
17. Term; Termination; Effect of Termination.
a) Unless sooner terminated in accordance with the other provisions
hereof, this Agreement will have a term expiring at such time as a Closing has been
completed or the Authority has accepted a third party as the successful Respondent in
accordance with terms hereof, as applicable, for each of the Properties. Upon any
termination of this Agreement, the parties shall be released from all further obligations
and duties hereunder, with the exception of any such obligation or duty or any breach
thereof that accrues prior to the termination and remains undischarged or uncured, or
that by its terms or nature is intended to be performed after termination. Furthermore,
the foregoing will not be construed to limit the rights and remedies available to the non-
defaulting party under any circumstance where this Agreement is terminated because of
a Default. The provisions of this Agreement will survive any Closing and delivery of
the corresponding Deed in order to effectuate the foregoing.
b) The Owners (acting jointly or through Vail Associates singularly)
may terminate this Agreement in their sole discretion upon written notice to the
Authority, either in its entirety or with respect to a specific Property. Upon receipt of
such notice, the Authority will forthwith abandon any pending Eminent Domain
Proceeding (unless such Proceeding pertains to a Property for which this Agreement is
not being terminated). In the event the Owners terminate this Agreement pursuant to
this paragraph (b), the Owners shall pay to the Authority any outstanding Eminent
Domain Costs within ten (10) days of such termination (provided that the foregoing will
be subject to and not limit the Owners' rights and remedies hereunder in any case of the
Authority's Default).
MUR\59599.01\481474.1 13
18. Notices. Any notice required or permitted under the terms of this
Agreement shall be in writing, may be given by the parties hereto or such parties' respective
legal counsel, and shall be deemed given and received (i) when hand delivered to the intended
recipient, by whatever means; (ii) three (3) business days after the same is deposited in the
United States mails, with adequate postage prepaid, and sent by registered or certified mail,
with return receipt requested; (iii) one (1) business day after the same is deposited with an
overnight courier service of national or international reputation having a delivery area
encompassing the address of the intended recipient, with the delivery charges prepaid; or
iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the
applicable telephone number set forth below (provided such facsimile delivery and receipt is
confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or
iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth
below.
If to the Gwners or either of them:
name of Owner or Owners, as applicable]
c/o Vail Resorts Development Company
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Jack Hunn, Vice President of Design and Construction
Fax No.: (970) 845-2555
Phone: (970) 845-2359
With a copy to:
c/o Vail Resorts Development Company
Legal Department
Post Office Box 959
137 Benchmark Road
Avon, Colorado 81620
Attention: Kursten Canada, Esq.
Fax No.: (970) 845-2555
Phone: (970) 845-2546
If to the Authority:
Vail Reinvestment Authority
Stanley Zemler, Executive Director
75 South Frontage Road
Vail, Colorado 81657
Phone: (970) 479-2105
Fax No.: (970) 479-2452
MUR\59599.011481474.1 14
With a copy to:
Gorsuch Kirgis LLP
Tower I Suite 1000
1515 Arapahoe Street
Denver, Colorado $0202
Attention: Malcolm M. Murray, Esq.
Phone: (303) 376-5000
Fax: (303) 376-5001
Either party may change its addresses and/or fax numbers for notices pursuant to a written
notice which is given in accordance with the terms hereof. Either Owner may give any notice
on behalf of both Owners; any notice by any party hereunder may be given by its legal
counsel.
19. Limitations on Assignment.
a) The Owners will not assign its rights or delegate its duties and
obligations pursuant to this Agreement without the prior written consent of the
Authority, and any purported assignment without the consent of the Authority will be
null and void; provided, however, that either Owner may at any time assign its rights
and delegate its obligations under this Agreement to the other Owner or to any affiliates
of Vail Associates (which shall mean any entity that by virtue of direct or indirect
majority ownership interests is controlled by, controls, or is under common control
with Vail Associates). Any consent, approval or other action hereunder required of
both Owners may be provided or taken on behalf of both Owners by Vail Associates.
b) The Authority may not assign any of its rights or delegate any of
its obligations under this Agreement to any other party without the prior written consent
of the Owners, and any purported assignment or delegation without the consent of the
Owners will be null and void.
20. Conflicts of Interest. The Authority will not allow, and except as
disclosed in writing to the Authority, the Owners will not knowingly permit, any of the
following persons to have any interest, duect or indirect, in this Agreement: a member of the
governing body of the Authority or of the Town; an employee of the Authority or the Town
who exercises responsibility concerning the Projects or either of them; or an individual or firm
retained by the Town or the Authority who has performed consulting or other professional
services in connection with the Projects or either of them. The Authority will not allow and
the Owners will not knowingly permit any of the above persons or entities to participate in any
decision relating to this Agreement that affects his or her personal interest or the interest of any
corporation, partnership or association in which he or she is directly or indirectly interested.
21. Attorneys' Fees. In the event any IegaI proceeding arises out of this
Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover
MUR\59599.01 \481474.1 15
from the other party all of the prevailing party's costs and expenses incurred in connection
therewith, including reasonable attorneys' fees (and any presiding court will be bound to make
this award). Should the application of this provision in any circumstance prove to conflict with
any other provision of this Agreement for the allocation of attorneys' fees, this provision shall
be controlling.
22. Waiver. No failure by either party hereto to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement, or to exercise
any right or remedy consequent upon a breach of this Agreement, will constitute a waiver of
any such breach or of such or any other covenant, agreement, term or condition. Either party
by giving notice to the other party may, but will not be required to, waive any of its rights or
any conditions to any of its obligations hereunder. No waiver will affect or alter the remainder
of this Agreement, but each and every other covenant, agreement, term and condition of this
Agreement will continue in full force and effect with respect to any other then existing or
subsequent breach.
23. Titles of Sections. Any titles of the several parts and sections of this
Agreement are inserted for convenience of reference only and will be disregarded in construing
or interpreting any of its provisions.
24. Authority Not A Partner; the Owners Not Authority's A>;ent.
Notwithstanding any language in this Agreement or any other agreement, representation or
warranty to the contrary, the Authority will not be deemed or constitute a partner or joint
venturer of the Owners, the Owners will not be the agent of the Authority, and the Authority
will not be responsible for any debt or liability of the Owners.
25. Applicable Law. The laws of the State of Colorado will govern the
interpretation and enforcement of this Agreement.
26. Binding Effect. This Agreement will be binding on and inure to the
benefit of the parties hereto, and their successors and assigns, subject to the limitations on
assignment of this Agreement set forth in paragraph 19, and further subject to the allocations to
the Owners of their right, and obligations as set forth in Recital C of this Agreement.
27. Further Assurances. The parties hereto agree to execute such
documents, and take such action, as will be reasonably requested by the other party hereto to
confirm or clarify the intent of the provisions hereof and to effectuate the agreements herein
contained and the intent hereof.
28. Time of Essence. Time is of the essence of this Agreement. The parties
will make every reasonable effort to expedite the subject matters hereof and acknowledge that
the successful performance of this Agreement requires their continued cooperation.
29. Severability. If any provision, covenant, agreement or portion of this
Agreement, or its application to any person, entity or property, is held invalid, such invalidity
will not affect the application or validity of any other provisions, covenants or portions of this
MUR\59599.011481474.1 16
Agreement and, to that end, any provisions, covenants, agreements or portions of this
Agreement are declared to be severable.
30. Counterparts. This Agreement may be executed in counterparts, each of
which will be an original and all of which will constitute one and the same instrument.
31. Non-Liability of Authority Officials and Employees. No council
member, commissioner, board member, official, employee, agent or' consultant of the
Authority or the Town will be personally liable to the Owners for any breach or default by the
Authority or for any amount that may become due to the Owners under the terms of this
Agreement.
32. Jointly Drafted; Rules of Construction. The parties hereto agree that this
Agreement was jointly drafted, and, therefore waive the application of any law, regulation,
holding, or rule of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document.
33. Entire Agreement. This Agreement represents the entire agreement
between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic
agreements, undertakings or negotiations shall be deemed merged herein, superseded hereby,
and of no force or effect, and the parties mutually acknowledge and agree that the "Lionshead
Pre-Development Agreement," dated December 16, 2003, is superseded and terminated.
34. Recordation. At the election of Vail Associates, this Agreement may be
recorded in the Records. If this Agreement is so recorded, then upon any termination of this
Agreement, either parry, upon the request of the other, shall execute and deliver for
recordation any confirmation of such termination as may be reasonably required by the
requesting party.
35. Incorporation of Exhibits. All of the Exhibits to this Agreement
previously referred to herein are incorporated herein by this reference and made a part hereof.
Balance of page intentionally left blank]
MUR\59599.01\481474.1 1 ~
IN WITNESS WHEREOF, the Owners and the Authority have made this
Agreement as of the day, month and year first above written.
VAIL REINVESTMENT AUTHORITY
By:
Name:
Title:
STATE OF COLORADO )
ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2004, by as of
Vail Reinvestment Authority, a
Witness my hand and official seal.
My commission expires:
Notary Public
Signature blocks continue on following page]
MUR\59599.01\481474.1 1 g
THE VAIL CORPORATION, d/b/a VAIL
ASSOCIATES, INC., a Colorado corporation
ay:
Name:
Title:
STATE OF COLORADO )
ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2004, by as of
The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation.
Witness my hand and official seal.
My commission expires:
Signature blocks continue on foll~~ ~r:~.,g page]
MUR\59599.01 \481474.1 19
VAMHC, INC., a Colorado corporation
By:
Name:
Title:
STATE OF COLORADO )
ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2004, by as of
VAMHC, Inc., a Colorado corporation.
Witness my hand and official seal.
My commission expires:
Joinder of Town of Vail follows on the next page]
MUR\59599.01\481474.1 ZQ
JOINDER OF TOWN OF VAIL
TOWN OF VAIL, a municipal corporation duly organized and existing under
and by virtue of the laws of the State of Colorado, hereby joins in this Lionshead Reinvestment
Agreement for purposes of consenting to the condemnation of and prosecution of any Eminent
Domain Proceeding against the Town Properties, without any resulting compensation or
consideration owing to the Town (and any compensation or consideration is hereby disclaimed
and waived), but subject to the condition that the Authority reconvey the Town Properties to
the Town as set forth hereinabove. The Town acknowledges and concurs that the
condemnation of the Town Properties pursuant to this consent is specifically authorized by the
Act.
TOWN OF VAIL, a municipal corporation
duly organized and existing under and by virtue
of the laws of the State of Colorado
A~1 i 1/ST: By:
Name:
Title:
Lorelei Donaldson, Town Clerk
STATE OF COLORADO )
ss:
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this day of ,
2004, by as of the TOWN
OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws
of the State of Colorado.
Witness my hand and official seal.
My commission expires:
Notary Public
MUR\59599.011481474.1
EXtutsIT A
LEGAL DESCRir i iON OF CORE PROPERTY
PARCEL A:
LOT 4 BLOCK 1, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE
RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO.
PARCEL B:
TRACT D, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED
PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO.
PARCEL C:
TRACT C, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED
PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO
PARCEL D:
TRACTS G AND H, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE
RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO.
PARCEL E:
TRACT C, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED
PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO.
PARCEL F:
LOT 2, BLOCK 1, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE
RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO.
PARCEL G:
TRACT A, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED
PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO.
MUR159599.01 \481474.1 A-1
i
EXHIBIT B
LEGAL DESCRrr i ION OF GORE CREEK PROPERTY
PARCEL 1
A PARCEL OF LAND BEING A PART OF LOTS B AND D, MORCUS SUBDIVISION,
AS RECORDED ON MAY 11, 1977 AT RECEPTION NO. 151373, AND A PART OF
PARCEL 3, LIONSHEAD PENTHOUSES AS RECORDED ON JANUARY 27, 2003 AT
RECEPTION NO. 821386, AND A PART OF A PARCEL DESCRIBED IN INSTRUMENT
RECORDED ON DECEMBER 18, 2001, AT RECEPTION NO. 780248, EAGLE COUNTY,
COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND No. 5 REBAR WITH ALUMINUM CAP, L.S. No. 2183 ON
THE EASTERLY BOUNDARY OF LOT 8, BLOCK 1, VAIL/LIONSHEAD THIRD FILING
RECORDED AT RECEPTION No. 117682 WHENCE THE NORTHWEST CORNER OF
SECTION 7, TOWNSHIP S SOUTH, RANGE 80 WEST OF THE 6T'~` PRINCIPAL
MERIDIAN, BEARS S 85°48'35" W A DISTANCE OF 1368.58 FEET BASED UPON
STATE PLANE COORDINATES WITH A ROTATION OF +00°30' 19" FROM PLATTED
SAID VAIL/LION5HEAD THIRD FILING, SAID LINE FORMING THE BASIS OF
BEARING FOR THIS DESCRIPTION. THENCE S 18°54'12" W A DISTANCE OF 541.47
FEET TO A POINT ON THE SOUTHEAST BOUNDARY OF SAID PARCEL 3
LIONSHEAD PENTHOUSES, SAID POINT BEING THE TRUE POINT OF BEGINNING.
THENCE ALONG THE SOUTH BOUNDARY OF SAID PARCEL 3 LIONSHEAD
PENTHOUSES THE FOLLOWING (3) THREE COURSES:
1) S 83°59'19" W A DISTANCE OF 30.00 FEET;
2) S 76°44' 19" W A DISTANCE OF 135.64 FEET;
3) S 66°54' 19" W A DISTANCE OF 72.29 FEET TO THE SOUTHWEST CORNER OF
SAID PARCEL 3 LIONSHEAD PENTHOUSES, THENCE ALONG THE SOUTH
BOUNDARY OF SAID PARCEL DESCRIBED AT RECEPTION NO. 780248 THE
FOLLOWING (3) THREE COURSES:
1) S 66°54' 19" W A DISTANCE OF 210.00 FEET;
2) S 15°46'41" E A DISTANCE OF 3.15 FEET;
3) S 74°12'56" W A DISTANCE OF 26.69 FEET TO THE EAST BOUNDARY LINE OF
SAID LOT B, MORCUS SUBDIVISION, THENCE ALONG THE SOUTH BOUNDARY
OF SAID LOT B THE FOLLOWING (3) THREE COURSES:
1) S 74°12'56" W A DISTANCE OF 253.31 FEET;
MUR\59599.01\481474.1 B-1
2) S 77°29'10" W A DISTANCE OF 89.72 FEET TO THE MOST SOUTHWESTERLY
CORNER OF SAID LOT B;
3) N 31 °40' 14" W A DISTANCE OF 1.44 FEET TO A POINT ALONG THE EAST
RIGHT-OF-WAY LINE OF FOREST ROAD; THENCE ALONG THE EAST LINE OF
SAID RIGHT-OF-WAY N 15°50'27" W A DISTANCE OF 122.80 FEET; THENCE
DEPARTING SAID RIGHT-OF-WAY N 74°12'56" E A DISTANCE OF 167.69 FEET;
THENCE S 20° 17' 11" E A DISTANCE OF 8.78 FEET; THENCE N 69°42'49" E A
DISTANCE OF 253.77 FEET; THENCE N 20°17'11" W A DISTANCE OF 4.79 FEET;
THENCE N 69°42'49" E A DISTANCE OF 57.33 FEET; THENCE S 20° 17' 11" E A
DISTANCE OF 4.79 FEET; THENCE N 69°42'49" E A DISTANCE OF 225.52 FEET;
THENCE N 82°49'24" E A DISTANCE OF 59.29 FEET; THENCE N 39° 10' 12" E A
DISTANCE OF 18.52 FEET; THENCE N 02°44'06" W A DISTANCE OF 4.88 FEET;
THENCE N 68°30'09" E A DISTANCE OF 65.38 FEET TO A POINT ALONG THE EAST
BOUNDARY LINE OF SAID PARCEL 3 LIONSHEAD PENTHOUSES; THENCE ALONG
THE EASTERLY LINE OF SAID PARCEL 3 LIONSHEAD PENTHOUSES THE
FOLLOWING (2) TWO COURSES:
1) S 21°30'33" E A DISTANCE OF 20.54 FEET;
2) THENCE S 02°26'32" E A DISTANCE OF 130.76 FEET TO THE TRUE POINT OF
BEGINNING,
COUNTY OF EAGLE, STATE OF COLORADO
THIS LEGAL DESCRIPTION HAS BEEN CREA Y ~~ BY BRENT BIGGS, PLS No. 27598,
ON BEHALF OF PEAK LAND SURVEYING, INC., 1000 LIONS RIDGE LOOP, VAIL,
CO 81657.
MUR\59599.01 \481474.1 $-2
EXHIBIT B (CONT.)
LEGAL DESCRrr ~ iON OF GORE CREEK PROPERTY (CONT.)
PARCEL 2
A PARCEL OF LAND PREVIOUSLY LOCATED WITHIN VAIL VILLAGE SECOND
FILING, ACCORDING TO THE PLAT THEREOF RECORDED ON JANUARY 9 1963,
AT RECEPTION NO. 96928, AS RE-RECORDED AND/OR AMENDED BY PLAT
RECORDED MARCH 25, 1963, AT RECEPTION NO. 97199, NOW BEING LOCATED
WITHIN LOTS B AND D, MORCUS SUBDIVISION, AS RECORDED ON MAY 11, 1977
AT RECEPTION No. 151373, AND A PART OF A PARCEL DESCRIBED IN
INSTRUMENT RECORDED ON DECEMBER 18, 2001, AT RECEPTION NO. 780248,
EAGLE COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND No. 5 REBAR WITH ALUMINUM CAP, L.S. No. 2183 ON
THE EASTERLY BOUNDARY OF LOT 8, BLOCK 1, VAIL/LIONSHEAD THIRD FILING
RECORDED AT RECEPTION No. 117682 WHENCE THE NORTHWEST CORNER OF
SECTION 7, TOWNSHIP 5 SOUTH, RANGE 80 WEST OF THE 6TH PRINCIPAL
MERIDIAN BEARS S 85 °48' 35" W A DISTANCE OF 1368.58 FEET BASED UPON
STATE PLANE COORDINATES WITH A ROTATION OF +00°30' 19" FROM PLATTED
SAID VAIL/LIONSHEAD THIRD FILING, SAID LINE FORMING THE BASIS OF
BEARING FOR THIS DESCRIPTION. THENCE S 51°35'00" W A DISTANCE OF
1216.47 FEET TO A POINT ON THE WEST CORNER OF SAID LOT B MORCUS
SUBDIVISION, SAID POINT BEING THE POINT OF BEGINNING.
THENCE N 31 °40' 14" W A DISTANCE OF 1.44 FEET TO A POINT ALONG THE EAST
RIGHT-OF-WAY LINE OF FOREST ROAD; THENCE ALONG THE EAST LINE OF
SAID RIGHT-OF-WAY N 15°50'27" W A DISTANCE OF 122.80 FEET TO THE TRUE
POINT OF BEGINNING.
THENCE ALONG THE EAST LINE OF SAID RIGHT-OF-WAY N 15 °50'27" W A
DISTANCE OF 10.66 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY AND
ALONG THE NORTHERLY LINE OF SAID VAIL VILLAGE SECOND FILING N
74°14'26" E A DISTANCE OF 412.70 FEET; THENCE S 69°42'49" W A DISTANCE OF
245.07 FEET; THENCE N 20° 17' 11" W A DISTANCE OF 8.78 FEET; THENCE S
69°42'49" W A DISTANCE OF 167.69 FEET TO THE TRUE POINT OF BEGINNING,
COUNTY OF EAGLE, STATE OF COLORADO
THIS LEGAL DESCRIPTION HAS BEEN CREATED BY BRENT BIGGS, PLS No. 27598,
ON BEHALF OF PEAK LAND SURVEYING, INC., 1000 LIONS RIDGE LOOP, VAIL,
CO 81657.
MUR\59599.01 \481474.1 B-3
EXHIBIT C
LEGAL DESCRY Y iON OF TOWN PROPERTIES
Those portions of Tract C, Vail/Lionshead First Filing, and Tract C, Vail/Lionshead Third
Filing, according to the recorded plats thereof, conveyed to the Town of Vail by deeds
recorded on August 16; 1991, at Book 560, Page 180 and on July 17, 1984, at Book 389, Page
502; and Tract A, Vail/Lionshead Third Filing, according to the recorded plat thereof.
7
r~
MUR159599.01\481474.1 C-1
EI~IIBIT D-1
The parties agree that the "Lionshead Core Protective Covenants" following this page as part
of this Exhibit D-1 shall be duly executed and acknowledged by the Authority and recorded in
the Records following the Eminent Domain Proceeding for the Core Property and prior to the
recording of the Deed for the Core Property in favor of the successful Respondent.
r~
MUR159599.011481474.1 D 1- l
EIIIiIBIT D-2
The parties agree that the "Gore Creek Protective Covenants" following this page as apart of
this Exhibit D-2 shall be duly executed and acknowledged by the Authority and recorded in the
Records following the Eminent Domain Proceeding for the Gore Creek Property and prior to
the recording of the Deed for the Gore Creek Property in favor of the successful Respondent.
r~
C7
MUR\59599.01\481474.1 D2-1
EXHIBIT E-1
PERI~iY i 1 ~u EXCEr i IONS FOR THE CORE PROPERTY
1. RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE
HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR
INTERSECT THE PREMISES AS RESERVED IN UNITED STATES PATENT
RECORDED MAY 24, 1904, IN BOOK 48 AT PAGE 503 AND IN UNITED
STATES PATENT RECORDED SEPTEMBER 04, 1923, IN BOOK 93 AT PAGE 98.
2. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE
AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES
PATENT RECORDED MAY 24, 1904, IN BOOK 48 AT PAGE 503 AND
RECORDED SEPTEMBER 4, 1923 IN BOOK 93 AT PAGE 98 AND JULY 13, 1939
IN BOOK 123 AT PAGE 617.
L t tt,ITY EASEMENT 25 FEET IN WIDTH ALONG THE WEST LOT LINE OF
SUBJECT PROPERTY AS SHOWN ON THE RECORDED PLAT OF
VAIL/LIONSHEAD FIRST FILING.
AFFECTS LOT 4, BLOCK 1, AND TRACT C, VAIL/LIONSHEAD FIRST
FILING)
4. EASEMENT AS CONTAINED IN DEED RECORDED NOVEMBER 12, 1971 IN
BOOK 222 AT PAGE 258.
5. ANY OUTSTANDING LEASE AS EVIDENCED BY DEED RECORDED
OCTOBER 7, 1988, IN BOOK 492, AT PAGE 636.
6. UTILITY AND DRAINAGE EASEMENTS AFFECTING SUBJECT PROPERTY AS
SHOWN ON THE RECORDED PLATS OF VAIL/LIONSHEAD, FIRST FILING
AND VAIL/LIONSHEAD, THIRD FILING.
AFFECTS TRACT C, VAIL/LIONSHEAD, FIRST FILING, AND TRACT C,
VAIL/LIONSHEAD, THIRD FILING)
7. TERMS, CONDITIONS AND PROVISIONS OF EASEMENT AGREEMENT
RECORDED AUGUST 25, 1972 IN BOOK 225 AT PAGE 183.
8. UTILITY AND DRAINAGE EASEMENTS AFFECTING SUBJECT PROPERTY AS
SHOWN ON THE RECORDED PLAT OF VAIL/LIONSHEAD, THIRD FILING.
AFFECTS TRACTS A, E, G AND H, VAIL/LIONSHEAD THIRD FILING)
9. TERMS, CONDITIONS AND PROVISIONS OF ENCROACHMENT AGREEMENT
RECORDED AUGUST 29, 1996, IN BOOK 703 AT PAGE 954.
MUR\59599.01\481474.1 E 1-1
10. TERMS, CONDITIONS AND PROVISIONS OF TRENCH, CONDUIT AND
VAULT AGREEMENT RECORDED MARCH 23, 2001 AT RECEPTION NO.
952849.
11. RIGHT OF WAY EASEMENT AS GRANTED TO HOLY CROSS ELECTRIC
ASSOCIATION, INC. IN INSTRUMENT RECORDED MARCH 02, 2001, UNDER
RECEPTION NO. 750938.
12. TERMS, CONDITIONS AND PROVISIONS OF COMMERCIAL LEASE
BETWEEN 5UNBIRD OF VAIL, INC. AND CAN-AM OF COLORADO, INC.
RECORDED MARCH 02, 1988 IN BOOK 479 AT PAGE 784.
AFFECTS LOT 2, BLOCK 1, VAIL/LIONSHEAD, THIRD FILING)
13. TERMS, CONDITIONS AND PROVISIONS OF LEASE WITH AUTOMATIC
LAUNDRY COMPANY, LTD. RECORDED NOVEMBER 18, 1998 AT
RECEPTION NO. 676693.
Arr~CTS LOT 2, BLOCK 1, VAIL/LIONSHEAD, THIRD FILING)
14. EXISTING LEASES AND TENANCIES.
Arr~CTS LOT 2, BLOCK 1, VAIL/LIONSHEAD, THIRD FILING)
15. ANY EASEMENTS ITERETOFORE OR HEREAFTER GRANTED BY OR MADE
WITH OR FOR THE BENEFIT OF THE VAIL CORPORATION, D/B/A VAIL
ASSOCIATES, INC. (THE "OWNER"), BURDENING AND/OR BENEFITING THE
SUBJECT PROPERTY, OR ANY PORTION THEREOF, AND ANY
AGREEMENTS AND PROVISIONS THEREUNDER. [Specific easements may be
delineated in addition to the foregoing in the applicable Eminent Domain Proceeding, to
the extent such specific easements have been established.]
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EXHIBIT E-2
PERMI i i ~D EXCEr ' i iONS FOR i til~ GORE CREEK PROPERTY
1. RIGHT OF PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE
HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR
INTERSECT THE PREMISES AS RESERVED IN UN i i r/D STATES PATENT
RECORDED MAY 24, 1904, IN BOOK 48 AT PAGE 503 AND IN UNITED
STATES PATENT RECORDED SEPTEMBER 4, 1923 IN BOOK 93 AT PAGE 98.
2. RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE
AUTHORITY OF THE UNITED STATES AS RESERVED IN UNITED STATES
PATENT RECORDED MAY 24, 1904, IN BOOK 48 AT PAGE 503, SEr i AMBER
4, 1923 IN BOOK 93 AT PAGE 98 AND JULY 13, 1939 IN BOOK 123 AT PAGE
617.
3. FIVE-FOOT UTILITY EASEMENT ALONG THE SOUTHERLY BOUNDARY OF
THE SUBJECT PROPERTY AS SHOWN ON THE RECORDED PLATS OF
VAIL/LIONSHEAD, THIRD FILING AND OF MORCUS SUBDIVISION.
4. ANY EASEMENTS HERETOFORE OR HEREAFTER GRANTED BY OR MADE
WITH OR FOR THE BENEFIT OF THE VAIL CORPORATION, D/B/A VAIL
ASSOCIATES, INC., AND VAMHC, INC. (THE "OWNER(S)"), BURDENING OR
BENEri l iNG THE SUBJECT PROPERTY, OR ANY PORTION THEREOF, AND
ANY AGREEMENTS AND PROVISIONS THEREUNDER. [Specific easements may
be delineated in addition to the foregoing in the applicable Eminent Domain
Proceeding, to the extent such specific easements have been established.]
J
MUR\59599.01 \481474.1 EZ-1