HomeMy WebLinkAbout2021-16 Granting a Pedestrian Easement Across lot 10 to the Evergreen Lodge HCT Members LLCRESOLUTION NO. 16
Series of 2021
A RESOLUTION GRANTING A PEDESTRIAN ACCESS EASEMENT ACROSS
LOT 10, VAIL VILLAGE SECOND FILING TO THE EVERGREEN LODGE, HCT
MEMBERS, LLC
WHEREAS, the Town is the owner of certain real property in the Town of Vail
legally described as Lot 10, Vail Village Second Filing
HCT
easement across the Property, and the Town wishes to grant HCT a pedestrian access
easement across the Property as set forth in Exhibit A, attached hereto and made a part
Easement .
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the Easement in substantially
the same form as attached hereto as Exhibit A, and in a form approved by the Town
Attorney, and authorizes the Town Manager to execute the Easement on behalf of the
Town.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Vail held this 6th day of April 2021.
_________________________
Dave Chapin, Town Mayor
ATTEST:
_____________________________
Tammy Nagel, Town Clerk
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PEDESTRIAN ACCESS EASEMENT AGREEMENT
This PEDESTRIAN ACCESS EASEMENT AGREEMENT (the "Agreement") is
made and executed this ____ day of ____________________, 2021 (the "Effective
Date"), by and between HCT MEMBER, LLC, a Colorado limited liability company with an
address of 141 East Meadow Drive, Suite 211, Vail, Colorado 81657 ("Grantee"), and the
Town of Vail, a Colorado home rule municipal corporation with a legal address of 75 South
Frontage Road, Vail, Colorado 81657 (the "Town") (each a "Party" and collectively the
"Parties).
WHEREAS, the Town is the owner of the real property described in Exhibit A,
attached hereto and incorporated herein by this reference ("Lot 10");
WHEREAS, Grantee is the owner of the real property described as in Exhibit B
WHEREAS, Grantee wishes to acquire a pedestrian access easement across a
portion of Lot 10, subject to the terms set forth herein.
NOW THEREFORE, in and for the consideration of the sum of $10 and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
1. Grant. The Town hereby grants to Grantee a perpetual, nonexclusive easement
Easement
for the construction, installation, operation, maintenance, repair, use, and replacement of
an outdoor hardscaped and landscaped pedestrian walkway and related improvements
Walkway
2. Easement Area.
a. The approximate location of the Easement Area is generally depicted on
Exhibit C, attached hereto and incorporated herein by this reference. The exact location
of the Easement Area shall be determined by the Town and Grantee in good faith at such
time as Grantee redevelops Grantee's Property, subject to all required Town approvals,
provided that the Easement Area shall: (a) be contiguous with both West Meadow Drive
Exhibit C; (c) be no less than 12
feet in width; and (d) be no less than 643 square feet in total surface area.
b. Following the determination of the exact location of the Easement Area, the
Parties shall promptly substitute a new Exhibit C-1 for the existing Exhibit C, which Exhibit
C-1 shall describe and depicts the exact location of the Easement Area. The Agreement
shall then be re-recorded with the new Exhibit C-1. In addition, at the time the location of
the Easement Area is determined, the Town agrees to grant to Grantee a temporary
construction easement over portions of Lot 10 as the Town determines in good faith to be
reasonably necessary for construction of the Walkway.
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3. Use. The Easement Area shall at all times be open to the public (subject to
temporary closures for construction, repair, maintenance and replacement of the
Walkway), and may be used by Grantee and its permittees and the public for pedestrian
use and other recreational uses generally permitted by the Town upon public sidewalks
within the Town.
4. Term. The term of this Agreement shall be perpetual, provided that: (a) Grantee
may terminate this Agreement at any time, in its sole discretion, upon written notice to the
Town; and (b) if Grantee legally abandons the Easement, all right, privilege and interest
granted to Grantee under this Agreement and the Easement will terminate. Upon
termination of this Agreement, Grantee shall remove the Walkway from the Easement
Area and restore the Easement Area to substantially the same condition existing as of
the Effective Date, or as near thereto as may be reasonably accomplished.
5. Grantee's Obligations.
a. Once the exact location of the Easement Area is determined in accordance
with Section 2, Grantee shall be solely responsible for the construction of the Walkway,
all as approved by the Town. Notwithstanding the foregoing, Grantee shall have no
obligation to construct the Walkway or keep the Walkway in place for any period of time.
b. Except for temporary fencing in connection with the construction, repair,
maintenance and replacement of the Walkway, Grantee shall not be entitled to fence the
Easement Area or erect any other barriers around the Easement that would unreasonably
interfere with public access to the Easement Area.
c. If the exact location of the Easement Area as determined in accordance
with Section 2 above causes a reduction in the number of parking spaces on Lot 10,
Grantee shall be responsible for providing an equivalent number of replacement parking
spaces on Grantee's Property.
6. Town's Rights. The Town retains the right to the undisturbed use and occupancy
of Lot 10 insofar as such use and occupancy is consistent with and does not impair any
grant herein contained.
7. Warranty. The Town warrants that it has the full right and legal authority to make
the grant of the Easement.
8. Estoppel Certificates. Each Party shall, without charge, deliver to the other Party,
pective purchaser
identified in the request, within 30 days after written request therefor, a written instrument
duly executed and acknowledged, certifying whether, to its knowledge without
investigation, the other Party has observed and performed all of the terms and conditions
required to be performed and observed under this Agreement, and if not, specifying the
same. Neither Party shall have the obligation to deliver more than 2 estoppel certificates
to the other Party in any consecutive 12 month period.
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9. Miscellaneous.
a.Binding Effect. Each and every one of the benefits and burdens of this
Agreement shall run with the land and inure to and be binding upon the respective legal
representatives, successors and assigns of the Parties.
b. Governing Law and Venue. This Agreement shall be governed by the laws
of the State of Colorado, and any legal action concerning the provisions hereof shall be
brought in Eagle County, Colorado.
c. Modification. This Agreement may only be modified upon written
agreement of the Parties.
d. Integration. The foregoing constitutes the entire agreement between the
Parties regarding the use of the Property and no additional or different oral representation,
promise or agreement shall be binding on the Parties.
e. Severability. If any provision of this Agreement is found by a court of
competent jurisdiction to be unlawful or unenforceable for any reason, the remaining
provisions hereof shall remain in full force and effect.
f. No Third-Party Beneficiaries. Except as expressly provided herein, there
are no intended third-party beneficiaries to this Agreement.
g. Governmental Immunity. The Town and its officers, employees and
attorneys, are relying on, and do not waive or intend to waive by any provision of this
Agreement, the monetary limitations or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as
amended, or otherwise available to the Town or its officers, employees and attorneys.
h. Contingency; No Debt. Pursuant to Article X, § 20 of the Colorado
Constitution, any financial obligation of the Town under this Agreement is specifically
contingent upon annual appropriation of funds sufficient to perform such obligation. This
Agreement shall never constitute a debt or obligation of the Town within any statutory or
constitutional provision.
i.
j. Force Majeure. No Party shall be in breach of this Agreement if such Party's
failure to perform any of the duties under this Agreement is due to Force Majeure, which
shall be defined as the inability to undertake or perform any of the duties under this
Agreement due to acts of God, floods, storms, fires, sabotage, terrorist attack, strikes,
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riots, war, labor disputes, forces of nature, the authority and orders of government or
pandemics.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
TOWN OF VAIL, COLORADO
________________________________
Scott Robson, Town Manager
ATTEST:
__________________________________
Tammy Nagel, Town Clerk
GRANTEE
HCT MEMBER, LLC,
a Colorado limited liability company
By: _____________________________
Name: ___________________________
Its: _____________________________
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument was subscribed, sworn to and acknowledged before me
this _____ day of _____________, 2021, by _______________________ as
_________________ of HCT Member, LLC, a Colorado limited liability company.
My commission expires:
(S E A L) ________________________________
Notary Public
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EXHIBIT A
Legal Description of Lot 10
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EXHIBIT B
LOT F-1, VAIL VILLAGE, SECOND FILING, LOT E, LOT F AND LOT F-1, A
RESUBDIVISION OF LOT F; LOT 2E, VAIL/LIONSHEAD, SECOND FILING, BLOCK 1,
A RESUBDIVISION OF LOT 2, ACCORDING TO THE PLAT THEREOF RECORDED
DECEMBER 29, 2017 UNDER RECEPTION NO. 201724580, COUNTY OF EAGLE,
STATE OF COLORADO.
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EXHIBIT C
Easement Area