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HomeMy WebLinkAbout2005-12 Approving the Amendment to Core Site Development AgreementRESOLUTION NO. 12 Series of 2005 A RESOLUTION APPROVING THE AMENDMENT TO CORE SITE DEVELOPMENT AGREEMENT (THE "AMENDMENT") AMONG THE TOWN OF VAIL (THE "TOWN"), VAIL REINVESTMENT AUTHORITY THE "AUTHORITY"), AND THE VAIL CORPORATION, D!B/A VAIL ASSOCIATES, INC., A COLORADO CORPORATION ("VAIL ASSOCIATES"), WHICH AMENDMENT PERTAINS TO CERTAIN RESPECTIVE RIGHTS AND RESPONSIBILITIES OF THE TOWN, THE AUTHORITY AND VAIL ASSOCIATES IN RELATION TO THE CORE SITE DEVELOPMENT PROPOSED TO BE UNDERTAKEN BY VAIL ASSOCIATES AND AFFILIATES WHEREAS, the Town, Vail Associates and the Authority are parties to that certain Core Site Development Agreement dated November 8, 2004, and pertaining to the development of the "Core Site Project" defined therein (the "Devel~y~~~ent Agreement"); and WHEREAS, the Town, acting through its applicable departments and agencies including the Director of Public Works), and Vail Associates, in furtherance of implementing the Core Site Project, as the owner and developer of the Core Site Project, have determined to modify and supplement the Development Agreement pursuant to the terms and conditions of an Amendment to Core Site Development Agreement that has been negotiated among the parties the "Amendment"); and WHEREAS, the approval of the Amendment is necessary and proper for the health, safety and welfare of the Town and its inhabitants; and WHEREAS, the Amendment complies with all applicable laws and regulations of the State of Colorado and the Town, and the Town has the authority to enter into the Amendment pursuant to such laws. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO as follows: Section 1. The Amendment is hereby approved, and the Town shall enter into the Amendment and perform, observe and discharge its obligations under the Amendment. The Town Manager is hereby authorized and directed to execute and deliver the Amendment, on behalf of the Town, with such terms and provisions as the Town Manager, after consultation with the Town Attorney, considers to be necessary or appropriate in furtherance of this Resolution. U Resolution No. 12, Series of 2005 Section 2. 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. INTRODUCED, READ, APPROVED AND ADOPTED this 19th day of July, 2005. pW N O,c 9. SEAL ~ Richard Clevelar~~, ~ Mayor Pro-tem, Town of Vail ATTEST: C orel Donaldson, . Town Clerk, Town of Vail Resolution No. 12, Series of 2005 2 AMENDMENT TO CORE SITE DEVELOPMENT AGREEMENT THI5 AMENDMENT TO COR~ SITE DEVELOPMENT AGREEMENT (this Amendment") is made effective as of the 1 q day of Q , 2005, by and between the TOWN OF VAIL, a municipal corporation duly organizeld~mid b~cisting under and by virtue of the laws of the State of Colorado (the "Town"), 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"). RECITALS: A. The Town, the Authority and Vail Associates are the parties to that certain Core Site Development Agreement dated as of November 8, 2004 (the "Development Agreement"). Initially capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto under the provisions of the Development Agreement. B. The parties have mutually determined to modify and supplement the provisions of the Development Agreement in certain respects, as set forth in and in accordance with the provisions of this Amendment. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Acceptance of Easement Dedications. In connection with the Core Site Project, the Town has received or will receive various easement grants, made expressly as public dedications and recorded or to be recorded in the real property records for Eagle County, Colorado (the "Records"), from Vail Associates and various other parties with interests as adjacent owners or adjacent governing owners' associations, for purposes pertaining to specified utilities and/or storm drainage, or access ways, streetscaping and other surface improvements. Those easement grants made and to be made are identified on Exhibit A hereto (collectively, the Public Easements"). The Town hereby agrees that effective upon execution and delivery by The Town Manager, or upon the final written confirmation of the Town Manager, as applicable pursuant to paragraph 5 below, the Town accepts the public dedication under the grant of each Public Easement, for the use of the public, including the use of vehicular and pedestrian ways for public access purposes. This acceptance will be subject to and without limitation upon the terms of the grants under the Public Easements themselves, and furthermore will not be construed to limit the applicable construction warranty obligations of Vail Associates under the Development Agreement for the improvements and facilities installed by or through Vail Associates in the applicable easement areas. 2. Desisnation of Vail Associates. a) The various Public Easements provide in part that they may be used and enjoyed by the Town and its designees or invitees. In furtherance of the completion of the Core Site Project, the Town hereby designates Vail Associates, 6~i376.7 RCF[SH together with its designees and affiliates and any metropolitan district formed with jurisdiction over the pertinent easement areas, and the contractors and agents of Vail Associates or any such designees, affiliates, or metropolitan districts, and subcontractors and other parties engaged by, through or under any of them (collectively the Designees"), to act as the Town's designees and/or invitees under the Public Easements for purposes of the construction and installation of the following improvements and work, together with any related construction warranty work or subsequent repairs, maintenance or replacements for which Vail Associates or any such Designees may otherwise be obligated: i) The Off-Site Streetscape Improvements; ii) The Lionshead Place Improvements; iii) All equipment, facilities and improvements for or related to sanitary sewer, water, gas, electric, telecommunications and other utility services, and also storm drainage, as the same are to be installed in connection with the Core Site Project in accordance with the plans and specifications for the Core Site Project approved by the Town, and otherwise in accordance with the ordinary, generally applicable utility and storm drainage regulations and practices of the Town and the pertinent utility suppliers (collectively the "Utilities Improvements"). The designation under this pazagraph 2(a) will also extend to the applicable utilities suppliers, and their contractors and agents, and any subcontractors and other parties engaged by, through or under any of them (all of which parties shall be regarded as included within the "Designees"), to the extent any such utility supplier undertakes the installation of or other work pertaining to any Utilities Improvements; and iv) Any other work of improvement within the applicable easement areas provided or required for the Core Site Project under applicable Development Approvals," as hereinafter defined ("Core Improvements"). b) The Town further grants Vail Associates and the applicable utilities suppliers and the other Designees an irrevocable license, coupled with an interest and non-terminable, to construct and install those portions of the Off-Site Streetscape Improvements, Utilities Improvements, Lionshead Place Improvements and any other Core Improvements that are to be located within properties owned by the Town. Those parties are further authorized to enter those r,~.rerties and undertake therein any related construction warranty work or subsequent repairs, maintenance or replacements for which Vail Associates may otherwise be obligated and which pertain to the Core Improvements that remain in place from time to time, with Vail Associates' obligations in this regard being conditioned on the effectiveness of this authorization or other authorization provided by the Town for allowing timely entry. The subject r~.,Yerties of the Town specifically include, without limitation, those utility and drainage easement areas established or to be established by the Town pursuant to recorded declarations of public easement dedications that are identified on Exhibit B attached hereto; Vail 644376.7 RCFlSH 2 Associates and the other Designees are hereby made express beneficiaries of those easements for undertaking the applicable work. c) Vail Associates will indemnify and defend the Town from and against any and all liabilities to third parties, including those pertaining to any personal injury or physical damage to property, which may be imposed upon or incurred by the Town and which arise from and are caused by the use and enjoyment by, through or under Vail Associates of any of the license rights granted under paragraph 2(b) above, together with all costs and expenses, including reasonable attorneys' fees, that the Town may incur in connection with any such indemnified liability. In any case this indemnity shall not apply, however, to any liabilities to the extent attributable to any negligence, willful misconduct or other breach of any legal duty by the Town or its contractors or agents; in addition, this indemnity shall be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 3. Utilities and Snowmelt Undertakinss. a) Notwithstanding the provisions of pazagraph 5(c) of the Development Agreement, the parties acknowledge that the snowmelt facilities within the Off-Site Streetscape Improvements (the "Off-Site Snowmelt Facilities") will connect to and be served by the same common boiler(s) and heat source facilities that serve snowmelt facilities within the On-Site Streetscape Improvements and/or the Lionshead Place Improvements, as well as building and other improvements within the Core Site Project (the "Central Heat Facilities"), and the Town will not have separate heat source facilities for the Off-Site Streetscape Improvements. In that regazd: i) The utility charges incurred in so providing heat to the Off- Site Snowmelt Facilities will be separately metered, and the Town will be solely responsible far paying the utility charges incurred. The Town will also bear its proportionate share of the costs incurred by Vail Associates from time to time to maintain, repair and replace the Central Heat Facilities in the ordinary course of Core Site Project operations (the "Central Snowmelt Costs"), with the Town's proportionate share to be based on the relative utilities consumption for the Off- Site Snowmelt Facilities in comparison to such consumption incurred for the snowmelt facilities within the On-Site Streetscape Improvements and the Lionshead Place L.~~~~ cements, and building and other improvements served thereby. The amount of the Central Snowmelt Costs and their apportionment between Vail Associates and the Town shall be determined in accordance with the ordinary accounting and management practices prevailing fi.,~~, time to time in connection with the Core Site Project. Vail Associates agrees that it shall provide maintenance, repairs and replacements for the Central Heat Facilities (or any substitutions thereof) as necessary to keep the same in good operating condition, and operate the same in accordance with its ordinary business practices to furnish snowmelt capacity for the Off-Site Snowmelt Facilities, provided such capacity shall be materially consistent with the general operating standards presently maintained for other public properties of the Town served by mechanical 644376.7 RCFiSH 3 snowmelt systems. The Town will provide maintenance, repairs and replacements for the Off-Site snowmelt Facilities as part of its maintenance obligations for the Off-Site Streetscape Improvements under the Development Agreement. ii) The Town's proportionate share of Central snowmelt Costs will be billed and invoiced to the Town fi.,~~~ time to time, but no more frequently than once in any calendaz month, and each payment owing from the Town will be due and payable within thirty (30) days after notice thereof. If any such payment owing from the Town is not made when due, it shall thereafter beaz interest until paid at an annual interest rate equal to one percent (1 %) plus the prime interest rate published from time to time by The Wall Street Journal. At any time that any such payment is delinquent, i.e., remains unpaid after its due date, Vail Associates at its election may suspend the provision of heating services to the Off-Site snowmelt Facilities until the pertinent delinquency and all interest accrued thereon are paid in full, provided Vail Associates must first give the Town an additiona130 days' notice of the pending suspension of services upon or after the occurrence of the delinquency. This right of suspension will be cumulative with and without limitation upon other rights or remedies available at law or equity for enforcement of any delinquency, including, without limitation, an appropriate collection action. iii) The parties specifically acknowledge that the Off-Site snowmelt Facilities will encompass and include certain snowmelt facilities (the Lionshead Centre snowmelt Facilities") located or to be located within and serving the condominium property (the "Lionshead Centre Property") governed by Lionshead Centre Condominium Association (the "Lionshead Centre Association"), and that the Lionshead Centre Property will receive snowmelt services pursuant to a certain Construction Agreement and Easement made or to be made between Vail Associates and Lionshead Centre Association (the Lionshead Centre Agreement"). The Lionshead Centre snowmelt Facilities will be regazded as part of the Off-Site snowmelt Facilities for all purposes. Effective upon the final written confirmation of the Town Manager pursuant to paragraph 5 below, the Town assumes the obligations under the Lionshead Centre Agreement for maintaining, repairing, replacing and operating the Lionshead Centre snowmelt Facilities (except to the extent the same fall within Vail Associates' construction warranty obligations), and shall bear and dischazge all liabilities associated therewith. Effective upon the rendering of that final written confirmation, Vail Associates assigns to the Town (i) the easement rights under the Lionshead Centre Agreement to enter the Lionshead Centre Property for performing these assumed obligations (this assignment being non-exclusive, with Vail Associates retaining the right to use and enjoy the easement rights under the Lionshead Centre Agreement), and (ii) all rights to receive, under the terms of the Lionshead Centre Agreement, reimbursements from the Lionshead Centre Association for Central snowmelt Costs which have been reimbursed by the Town to Vail Associates in the first instance, and for costs associated with the 644376.7 RCFlSH `* maintenance, repair, replacement and operation of the Lionshead Centre Snowmelt Facilities that the Town incurs. iv) The parties agree that the boundary between Off-Site Streetscape Improvements and the Lionshead Place Improvements, including, without limitation, the allocation of snowmelt facilities between the two, shall be in material conformity with the depiction of that division attached as Exhibit C hereto. In addition, the parties mutually confirm that (i) the skating rink area and facility within the Core Site Project will constitute part of the On-Site Streetscape Improvements, and (ii) the Lionshead Place Improvements will encompass and include right-of--way, streetscape and related improvements which, pursuant to the Development Approvals and as part of the Core Site Project, are constructed or installed within the Lionshead Place right-of--way and adjacent areas owned by the Town in Tracts A and E, VaiULionshead Third Filing, according to the recorded plat thereof, as well as within the applicable easement azeas adjacent to the Lionshead Place right-of--way established under the applicable easement dedications to the Town, as set forth on Exhibit A hereto, from Lion Square Condominium Association, Inc., Lion Square Phase II and III Condominium Association, Inc., Lion Square North Condominium Association, Inc., and Antlers Condominium Association, Inc. The On-Site Streetscape Improvements may be owned from time to time in whole or part by any Metropolitan District, any owner of the Core Site Project or any portion thereof, or any other public or private entity. b) Vail Associates covenants and agrees that it shall complete or cause the applicable utilities suppliers to complete the Utilities Improvements in connection with and as part of the Core Site Project. The completion of the Utilities Improvements that will be publicly dedicated to the Town (i. e., storm drainage) will be subject to the same warranty, guarantee and other provisions governing the On-Site Streetscape Improvements, the Off-Site Streetscape Improvements, and the Lionshead Place Improvements that aze set forth in paragraph 5 of the Development Agreement; for other Utilities Improvements, Vail Associates will be obligated to satisfy any warranty requirements of the applicable utility supplier. However, notwithstanding any provisions to the contrary under the foregoing, all maintenance, repairs and replacements of Utilities Improvements following their initial completion will be solely the obligation of the Town or the pertinent utility supplier, as applicable, except that (i) Vail Associates will remain liable for. its applicable construction warranty obligations, for any maintenance obligations to which Vail Associates otherwise agrees in writing, and for any maintenance obligations lawfully imposed upon Vail Associates by any applicable utility supplier other than the Town, and (ii) any utility improvements in the nature of private connections serving individual properties shall be the responsibility of the pertinent owner to maintain. Furthermore, to the extent any maintenance, repairs or replacements for the Utilities Improvements conducted by or through the Town or other applicable utility supplier also necessitate maintenance, ~ repairs or replacements of On-Site 5treetscape Improvements or Lionshead Place Improvements which aze damaged or disturbed as a result thereof, the Town or pertinent utilities supplier, as applicable, will 644376.7 RCF[SH 5 undertake the maintenance, repairs or replacements of the On-Site Streetscape Improvements or Lionshead Place Improvements that are so damaged or disturbed, except to the extent otherwise agreed in writing by Vail Associates for any applicable utility supplier. The Town shall cause the applicable utilities suppliers to conform to the foregoing provisions. c) Notwithstanding any provisions of the Development Agreement to the contrary, Vail Associates and its successors in interest in the Core Site Project will not have any liability or responsibility for maintenance, repairs or replacements of any Lionshead Place Improvements to the extent that Vail Associates or its successors secure any covenant or agreement of any adjacent owner or governing owners' association to undertake any such maintenance, repairs or replacements, and the applicable owner or owners' association will become solely responsible for the maintenance, repairs or replacements so undertaken and will be regarded as included within the Designees. The foregoing will not be construed, however, to limit Vail Associates' applicable construction warranty obligations. d) The rights and obligations of Vail Associates in connection with operations, maintenance, repairs or replacements under this paragraph 3 will be assignable and maybe delegated, in whole or in part, in accordance with pazagraph 14 of the Development Agreement, and as provided therein, Vail Associates will be relieved of any further liability for any obligations so assigned. e) In connection with paragraph 4(b)(i) of the Development Agreement: i) The Town agrees that pursuant to and as partial dischazge of its obligations under that pazagraph 4(b)(i), the Town will grant by declazation a public utility and drainage easement of a general nature over the entirety of the Town's ownerships in Tract C, Lionshead Sixth Filing, according to the recorded plat thereof heretofore or hereafter recorded (which shall be "Tract C" for purposes of this Amendment). Under that easement the Town will retain the same regulatory rights and powers as are applicable to the use of public easements in Town rights-of--way. The Town will further grant by declaration anon-exclusive public access easement over its ownerships in Tract C for pedestrian and emergency vehicle use, and also make the other easement dedications and grants for utility, access and construction purposes which, along with the foregoing, are identified on Exhibit B hereto. The foregoing grants under this pazagraph (i) will be made pursuant to paragraph 5 below. ii) Pursuant to Ordinance No. 8, Series of 2005, the Town is undertaking to terminate certain pre-existing public utility and drainage easements established under Vail/Lionshead First Filing and VaiULionshead Third Filing, according to the recorded plats thereof, in connection with the plat of Lionshead Sixth Filing. The Town agrees that it will confirm the termination of the applicable easements when the applicable termination conditions under Ordinance 644376.7 RCFISH 6 No. 8 have been satisfied, and that upon such satisfaction the Town will also process and adopt an amended and restated version of Lionshead Sixth Filing that will clearly reflect of record the termination of the pertinent easements. iii) The Town and Vail Associates mutually acknowledge that they collectively own all record interests, and the benefited and burdened real properties, under the "Termination Agreements" defined below, and that the Termination Agreements aze now obsolete, pertain to real estate improvements that either have not and are not to be undertaken or have been abandoned, confer no benefit on either party, and create an unwarranted cloud on title; accordingly, Vail Associates and the Town mutually agree to make and record in the real property records for Eagle County, Colorado, a termination and release of the Termination Agreements. The "Termination Agreements" aze constituted by A) the Easement Agreement recorded August 25, 1972, in Book 225 at Page 183, B) the Agreement. recorded December 5, 1978, in Book 279 at Page 340, and C) the Easement Agreement recorded February 21, 1984, in Book 378 at Page 915, all such recordings being in the real property records for Eagle County, Colorado. 4. Licenses. The Town acknowledges that the Core Site Design Approvals, as the same have been and may be further amended or supplemented in connection with the Town's development process by additional development and construction plans and otherwise collectively the "Development Approvals"), provide for certain balconies and other overhangs, foundation footings and other improvements that encroach (the "Core Encroachments") into Tract C. In addition, the Core Site Design Approvals also provide for (i) a vehicular/pedestrian access way constituting part of the Core Site Project (the "Tract C Access Way") that crosses a segment of Tract C adjacent to the westerly boundary of the Core Site Project and ii) underground access tunnel improvements constituting part of the Core Site Project that extend fi.,~~~ the Core Site into the right-of--way of Lionshead Place (the "Tunnel Improvements"). The Town agrees that it shall grant, without further action by Town Council, to Vail Associates and its successors in interest, as a benefiting appurtenance to the Core Site, one or more irrevocable licenses, coupled with an interest and non-terminable, permitting the construction, installation, modification, replacement, maintenance, repair, use and enjoyment of the improvements causing the Core Encroachments and also of the Tract C Access Way and the Tunnel Improvements, as the same have been and may be approved from time to time by the Town pursuant to its devel~YY..ent processes. A pending license grant for these purposes is identified on Exhibit B hereto. 5. Implementation and Acceptance of Grants. The Town hereby authorizes the Town Manager, in consultation with the Town Attorney, to execute and deliver, on behalf of the Town and on terms acceptable to the Town Manager, such easements and license agreements and other documents and instruments with or for the benefit of Vail Associates as may be necessary or appropriate to establish and effectuate the easement and license grants from the Town and the termination of the Termination Agreements provided for under pazagraphs 3 and 4 above, and also any Public Easement grants to which the Town is a signatory party. In addition, the other Public Easements and the Lionshead Centre Agreement, as it pertains to the Lionshead 644376.7 RCFlSH 7 Centre Snowmelt Facilities, are to be on terms determined to be acceptable by the Town Manager, in consultation with the Town Attorney, and upon that determination being completed, the Town Manager will execute a written confirmation thereof, in form reasonably satisfactory to Vail Associates, for recording in the real property records for Eagle County, Colorado. 6. Pazking Investment. The Town and Vail Associates aze parties to that certain Parking Capital Investment Agreement dated as of November 8, 2004, under which Vail Associates, pursuant to requirements and conditions of Town approvals for developing the "Gore Creek Project" referenced therein, made certain contractual undertakings to invest the sum of 4,300,000 in additional public parking facilities within the Town that the Town may develop the "Parking Agreement"). The Town and Vail Associates have now mutually determined that it is more appropriate to allocate and attribute the pazking investment obligation under the Parking Agreement to the Core Site Project in lieu of the Gore Creek Project. Accordingly, the Town and Vail Associates mutually agree to make an amended and restated pazking capital investment agreement which will supersede the existing Parking Agreement and will be made upon substantially the same terms as those set forth in the Pazking Agreement, except that the amended and restated agreement shall be predicated upon Town conditions and requirements for the Core Site Project, in lieu of the Gore Creek Project. The existing Pazking Agreement will be expressly superseded by the amended and restated agreement. The capital investment obligations under the amended and restated agreement will constitute the personal obligation of Vail Associates and will not run with the ownership of the Core Site Project, and correspondingly will not be conditioned upon the undertaking of the Core Site Project. 7. Annroval: Further Action. This Amendment shall not become effective until the Town Council's adoption and arr.wal of this Amendment by resolution. As part of that resolution, the Town Council will designate and authorize the Town Manager to execute and deliver this Amendment on behalf of the Town. The effective date of this Amendment shall be the date upon which this Amendment has been executed and delivered by Vail Associates and so executed and delivered as set forth above by the Town Manager. Furthermore, upon this Amendment becoming effective, the Town Manager will be further authorized to execute all documents and instruments on behalf of the Town, without further action of Town Council, in furtherance of executing and discharging the terms and provisions of this Amendment, provided such documents and instruments aze not materially inconsistent with the terms of this Amendment, or constitute only a minor change to the terms of this Amendment or the Devel..r.~.ent Agreement as determined in accordance with pazagraph 22 of the Development Agreement. 8. Effect of Amendment. Except as modified hereby, the Development Agreement shall remain in full force and effect in accordance with its stated provisions. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Development Agreement, the provisions of this Amendment shall be controlling. The terms of this Amendment shall be int:,,Y.eted and given force and effect in accordance with the non-conflicting provisions of the Devel..r.~aent Agreement, which shall be applied to the terms and provisions of this Amendment as if this Amendment were a part of the Development Agreement in the first instance. The terms of this Amendment will not be 644376.7 RCFISH O construed to limit the effect of any conditions to Closing under the Development Agreement which presently remain unsatisfied. . 9. Counteroarts. This Amendment may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. 10. Recording. Like the Development Agreement, this Amendment shall be recorded in the Records. 11. Exhibits. Exhibits referenced under the other provisions hereof as being attached hereto are incorporated herein by this reference and made a part hereof. Balance of page intentionally left blank.) 644376.7 RCFISH 9 IN WITNESS WHEREOF, the Town, the Authority and Vail Associates have made this Amendment to Core Site Devel..r~..ent Agreement as of the day, month and yeaz first above written. s 1 ;.......;~ `~ 9if EA L= TOWN: TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado By: Name: S~~cf Semler Title: Town Manager ATTE elei onaldson, own Clerk STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ~~day of 2005, by 5t'a n Ze ~ le r2 , as Town Manager of the n of ail, a municipal corporation duly organized and existing by virtue of the laws of the ate of Colorado. Witness my hand and official seal. expires: ~ ~~~ aS' aov ~ MARY ANN ~~ x Ufil(.e Cl~/h~iGir ~~nGRAfiAM-BEST Not blic T~,~4~ ~~~ti Signature blocks continue on following pages) 644376.7 RCFTSH 10 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) VAIL ASSOCIATES: THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation By: Name: Title: The foregoing instrument was acknowledged before me this 2005, by , as of The Vail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. Notary Public Signature blocks continue on following pages) C, My Commission expires: 644376.7 RCFISH 11 day of VAIL REINVESTMENT AUTI30RITY: VAIL REINVESTMENT AUTHORITY, a body A14-H~, corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorador • :'~ Name: S an Zemler Title: Executive Director C7 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this ` day of 2005, by~fa~, Zen/ei2 , as ~.sr~~,(~~~e ~decl~,~ of ail reinvestment Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado Witness my hand and official seal. ion expires: ~T ~~lc~ ~`r~, oZDd (~ A s' ~~ ;y~q~Y ANN ~ ' ^ AHA+~--gE57 Nota~y P is Signature blocks continue on following pages) 644376.7 RCF7SH 12 EXHIBIT A Easement Dedications to be Accepted by the Town of Vail) GRANTOR CODE LION SQUARE PHASE II AND III CONDOMINIUM 6. DR1-LS-II&III ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE NORTH CONDOMINIUM 11. H_A1 & 12. H_A2 LSN ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE PHASE II AND III CONDOMINIUM 13B. H_A3B LSII&III ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE CONDOMINIUM ASSOCIATION,14. H_A4 & 15. H_AS LSC INC., a Colorado nonprofit corporation THE VAIL CORPORATION, a Colorado corporation, dba 20. VR H_A1 & 21. VR H_AZ Vail Associates, Inc. LION SQUARE NORTH CONDOMINIUM 23. WS 1-BG LSN ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE NORTH CONDOMINIUM 24. WS2-AG LSN ASSOCIATION, INC., a Colorado nonprofit corporation THE VAIL CORPORATION, a Colorado corporation 25. WS1-AG VR d/b/a Vail Associates, Inc. ANTLERS CONDOMINIUM ASSOCIATION, INC., a 28. Antlers DR Colorado non-profit corporation ANTLERS CONDOMINIUM ASSOCIATION, INC., a 29. Antlers HA Colorado non-profit corporation ANTLERS CONDOMINIUM ASSOCIATION, INC., a 30. Antlers W1 Colorado non-profit corporation ROBERT T. LAZIER and DIANE J. LAZIER 34. Lazier DR-UTIL bsas~e.~ xcFtsx A-1 B GRANTOR CODE LANDMARK-NAIL CONDOMINIUM ASSOCIATION, 37. Landmazk DR INC., a Colorado non-profit corporation THE LIFT HOUSE CONDOMINIUM ASSOCIATION, 40. Lift House DR INC., a Colorado non-profit corporation LIONSHEAD ARCADE BUILDING CONDOMINIUM 41. Arcade DR ASSOCIATION, a Colorado non-profit corporation LANDMARK-NAIL CONDOMINIUM ASSOCIATION, 42. Landmazk Mall INC., a Colorado non-profit corporation THE LLFT HOUSE CONDOMINIUM ASSOCIATION, 43. Lift House Mall INC., a Colorado non-profit corporation LIONSHEAD ARCADE BUILDING CONDOMINIUM 44. Arcade Mall ASSOCIATION, a Colorado non-profit corporation ROBERT T. LAZIER and DIANE J. LAZIER 45. Lazier Mall NAIL 21 CONDOMINIUM ASSOCIATION, INC., a 46. Vai121 Mall Colorado non-profit corporation NAIL LIONSHEAD CENTRE CONDOMINIUM 47. VLC Mall ASSOCIATION, a Colorado non-profit corporation THE NAIL CORPORATION, a Colorado corporation, dba 52. TRACT A 1 ST FIL UTIL Vail Associates, Inc. THE NAIL CORPORATION, a Colorado corporation, dba SSA. TRACT B VR UTIL Vail Associates, Inc. THE NAIL CORPORATION, a Colorado corporation, dba 56. TRACT C DR-UTIL Vail Associates, Inc. THE NAIL CORPORATION, DB/A NAIL 57. TRACT G-DR-UTIL ASSOCIATES, INC., a Colorado corporation 644376.7 RCFlSH A-2 GRANTOR CODE THE VAIL CORPORATION, a Colorado corporation, 59, 60 & 63. TRACTS C, D d/b/a Vail Associates, Inc. & B DR THE VAIL CORPORATION, a Colorado corporation, dba 64 & 65. TRACTS C & D Vail Associates, Inc. DUCT THE VAIL CORPORATION, a Colorado corporation, dba 66. TRACT B FIL 1 UTIL Vail Associates, Inc. 67. TRACT B FIL 2 UTIL THE VAIL CORPORATION, a Colorado corporation, dba 68. TRACT D UTIL Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 69. TRACT X UTIL Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 70. REPLA i i ~D LOT 1 HC Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 71. TRACT D PHONE Vail Associates, Inc. 72. TRACT C PHONE THE VAIL CORPORATION, DB/A VAIL 73. TRACT A 1 sT FIL PATH ASSOCIATES, INC., a Colorado corporation THE VAIL CORPORATION, a Colorado corporation, dba 77. TRACT D EX-GAS Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 82. TRACT G TOWN Vail Associates, Inc. (this easement is not to be a public ACCESS dedication, but is to be subject to Town acceptance in conjunction with and as if part of the Public Easements) THE VAIL CORPORATION, a Colorado corporation, dba 83. PUBLIC TURNAROUND Vail Associates, Inc. ACCESS r~ 644376.7 RCFISH A-3 GRANTOR CODE THE VAIL CORPORATION, a Colorado corporation, dba 84. COURTYARD Vail Associates, Inc. PEDESTRIAN ACCESS The foregoing numbered codes or a variant thereof will appear on the face of each recorded easement. 644376.7 RCF[SH A'4 EI~usIT B Declarations by Town of Vail of Public Easement Dedications 53. TRACT B 1sT FIL-UTIL 54. TRACT A 3RD FIL-UTIL 80. TRACT C-ACCESS 81. TRACT C -DR and UTIL Other Town Easement Grants 31. ANTLERS-GAS [to Antlers Condominium Association, Inc.] 74. TRACT A 3RD FIL TUNNEL [to Vail Associates, Lion Square Condominium Association, Inc., Lion Square Phase II and III Condominium Association, Inc., and Lion Square North Condominium Association, Inc.] 75. TRACT A 3RD FIL ROAD 76. TRACT E 3RD FIL ROAD [a combined grant to Vail Associates, Lion Square Condominium Association, Inc., Lion Square Phase II and III Condominium Association, Inc., and Lion Square North Condominium Association, Inc.] 78. TRACT A 3RD FIL & TRACT B 1sT FIL Access [to Vail Associates] 79. TRACT C SH [to Vail Associates] Pending License Grant Under Paragrauh 4- 90. TOV Encroachment License The foregoing numbered codes or a variant thereof will appear on the face of each recorded easement: U 644376.7 RCFISH B-1 M EXHIBIT C Depiction of Boundary between Off-Site Streetscape Improvements and Lionshead Place Improvements see the attached) i 644376.7 RCFISH C~ 1