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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 i 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 F.~q~ CJ V`~ 1 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.] MUR\59599.01 \481474.1 E 1-2 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