1998 IGA Eagle County Recreation Authoritytown of: voi
75 south frontage road
vail, Colorado 81657
(303 ) 479 - 2107
office of torn attorney
September 3, 1991
Town Council
Town of Avon
POB 9755
Avon, CO 81620
Gentlemen,
Enclosed please find Schedule B from the Title Policy which
was issued by Stewart Title to the Town of Vail insuring the
Berry Creek 5th Parcel.
If you have any questions, please do not hesitate to call.
Very truly yours,
Lawre e A. Eskwith
Town Attorney
LAE /dd
Y
S C H E D U L E B
POLICY NO.: 0- 9941 - 489150
THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE
COMPANY WILD NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES)
WHICH ARISE BY REASON OF:
1. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY
THEIPUBLIC RECORDS.
2. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE
PUBLIC RECORDS.
3. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN
AREIA, ENCROACHMENTS, AND ANY FACTS WHICH A CORRECT
SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE
AND, WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS.
4. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR
MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY
LAW AND NOT SHOWN BY THE PUBLIC RECORDS.
5. UNPATENTED MINING CLAIMS; RESERVATIONS OR EXCEPTIONS
IN PATENTS OR AN ACT AUTHORIZING THE ISSUANCE THEREOF;
WATER RIGHTS CLAIMS OR TITLE TO WATER.
6. Taxes for the year 1990, not yet a lien due and payable.
7. The effect of inclusions in any general or specific water
conservancy, fire protection, soil conservation or other
district or inclusion in any water service or street improvement
area.
8. Right of Proprietor of a vein or lode to extract and remove
his oretherefrom should the same be found to penetrate or
intersect the premises as reserved in United States Patent
recorded September 7, 1903 in Book 48 at Page 496.
9. Subject to the right of way of the Grand Valley Railway
Company'as reserved in United States Patent recorded 'September
7, 1903 in Book 48 at Page 496.
10. Right of way easement granted to Holy Cross Electric
Association, Inc., by Daniel F. Koprivnikar and Katherine and
Koprivnikar, recorded October 6, 1971 in Book 221 at Page 881,
as Reception No. 117568.
11. Right of way easement granted to Holy Cross Electric
Association, Inc., by Daniel F. Koprivnikar and S. Katherine
Koprivnikar and Berry Creek Properties, Ltd., recorded June 15,
1978 in'Book 271 at Page 137, as Reception No. 167533.
12. Right of way easement granted to
Association, Inc., by June Creek Ranc.
Venture', recorded July 18, 1980 in Bo,
Reception No. 201965.
Continued
99C (BOOM 10$9)
Holy Cross Electric
Company, a Colorado Joint
k 305 at Page 581, as
on next page
STENVART TITLE
GUARANTY COMPANY
ATTACHED TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B
13. Easement granted to Berry Creek Metropolitian District, a
quasi - municipal corporation, by June Creek Ranch Company, a
Colorado Joint Venture, recorded December 31, 1980 in Book 357
at Page 620, as Reception No. 211994.
14. Easement granted to Eagle Valley Sanitation District, a
quasi- municipal Corporation by June Creek Ranch Company, a
Colorado Joint venture, recorded November 12, 1980 in Book 312
at Page 727, as Reception No. 209104.
15. Easement granted to Berry Creek Metropolitan District, a
quasi - municipal corporation, by June Creek Ranch Company, a
Colorado Joint Venture, recorded December 31, 1980 in Book 315
at Page 627, as Reception No. 212001.
16. Easement granted to Eagle Telecommunications, Inc.,
Colorado, by June Creek Ranch Company, recorded April 19, 1983
in Book 357 at Page 971, as Reception No. 254303.
17. Easement granted to Eagle Telecommunication, Inc.,
Colorado, by June Creek Ranch Company, recorded April 18, 1984
in Book', 382 at Page 909, as Reception No. 279216.
18. Easement granted to Singletree Investments Partnership, a
Colorado general partnership by June Creek Ranch Company, a
Colorado joint venture and Berry Creek Metropolitan District, a
quasi - municipal corporation, recorded May 8, 1987 in Book 462 at
Page 275, as Reception No. 358506.
19. Right of.way Easement from Katherine S. Koprivnikar to
Eagle Valley Telephone Company recorded June 22, 1982 in Book
341 at Page 961 as Reception No. 238309.
20. Pedestrian Access and Utility Easement and Maintenance
Agreement between June Creek Ranch Company, a joint venture and
Heritages Financial Corporation, a Colorado Corporation, recorded
February 22, 1982 in Book 352 at Page 820.
21. Emergency Access and Utility Easement and Maintenance
Agreement, between June Creek Ranch Company, a joint venture and
Heritage Financial Corporation, a Colorado corporation,
recorded April 8, 1983 in Book 357 at Page 396, as Reception No.
253728.'
22. 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
Continued on next page
STENVART TITLE
GUARANTY COMPANY
99C (BOOM 10-89)
ATTACHED TO AND MADE A PART OF
STEWART'TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B
recorded August 20, 1934 in Book 48 at Page 436.
23. 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 December 13, 1898 in Book 48 at Page 471.
24. Right of way for ditches or canals constructed by the
authority of the United States, as reserved in United States
Patent recorded August 20, 1934 in Book 48 at Page 436 and
recorded December 13, 1898 in Book 48 at Page 471.
25. A one- eighth interest in all minerals extracted from
subject property as reserved by Esther L. Klatt in Deed dated
August 16, 1971 and recorded August 18, 1971 in Book 221 at Page
407 as Reception No. 117088, from Esther L. Klatt to Eagle
Associates and as reserved in the Agreement recorded August 18,
1971 in Book 221 at Page 410 as Reception No. 117091.
26. Right of way of unspecified location and dimensions to
construct, operate and maintain lines of telephone and
telegraph, including the necessary poles, cables, wires and
fixtures upon and across the subject property, with the right to
permit the attachment of the wires of any other company, as
granted to The Mountain States Telephone and Telegraph Co. by
right of way Deed recorded September 9, 1930 in Book 106 at Page
599, Eagle County records.
27. Easements of unspecified location and dimensions to
relocate power line due to construction of Interstate Highway
No. 70, and to construct, operate and maintain an electric
transmission or distribution line or system, and to cut and trim
trees and shrubbery to the extent necessary to keep them clear
of said electric line or system and to cut down from time to
time all dead, weak, leaning or dangerous trees that are tall
enough to strike the wires falling, as granted to Holy Cross
Electric Association, by instrument recorded August 19, 1969 in
Book 215 at Page 808 as Reception No. 111318 and in Book 248 at
Page 378 as Reception No. 144622, Eagle County Records.
28. Right-of-way Easement granted to Eagle Valley Telephone
Company', by Berry Creek Properties, Ltd., Berry Creek Ranch,
recorded January 11, 1979 in Book 280 at Page 688, as Reception
No. 177n97.
29. Permanent Easement granted to Upper Eagle Valley Sanitation
District, by June Creek Ranch Company, a Colorado joint
Continued on next page
STEM ART TITLE
GUARANTT COMPANY
99C (BOOM 10-89)
ATTACHED TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY P
CONTINUATION OF SCHEDULE B
venture, recorded May 30, 1980 in
Reception No. 199814.
30. Right of way for the Denver
31. Lack of Access to Parcel of
Rio Grande Railroad.
PO
NO.: 0- 9941 - 489150
Book 303 at Page 428,as
and Rio Grande Railroad.
land lying southerly of Denver
32. Any questions, dispute or adverse claims as to any loss or
gain of land as a result of any change in the river bed location
by other than natural causes, or alternation through accretion,
relictiaon, erosing or avulsion of the center thread, bank
channel or flow of waters in the Eagle River lying within
subject land and any questions as to the location of such center
thread, bed, bank, or channel as a legal description monument
or marker for purposes of describing or locating subject lands.
33. Notes on Improvement Locati o
Engineering dated December 27, 1
a. The adjoining property owner
this fence line (fence line s
adverse rights to this prope
b. The owner of the property des
Location Certificate is utili
fence line and east of the de
owner may have adverse rights
c. Adjoining Property Owner's bo
Maps and Warranty Deed record
d. The,Adjoining Property Owner
this fence line and may have
(fence line shown on ILC)
e. The'Denver Rio Grande Western
property located south of the
Western Railroad right -of -way
34. Fences encroaching onto adjo
west and south as shown on the Im
by Alpine Engineering, dated July
35. A Deed of Trust dated Decemb
Land Investors, a partnership , t
County,', to secure an indebtedness
n Certificate by Alpine
989 as follows:
is utilizing the land east of
hown on ILC) and may have
rty.
cribed on this Improvement
zing the property west of the
scribed property line. The
to this property.
undary is based on Right -of -Way
ed in Book 148 at Page 31.
is utilizing the land east of
adverse rights to this property.
Railroad may have rights to
northerly Denver Rio Grande
fence.
ining properties to the north,
provement Location Certificate
26, 1989.
er 8, 1980, executed by 4020
o the Public Trustee of Eagle
of $484,242.00, in favor of
Continued on next page
STENVART TITLE
GUARANTY COMPANY
99C (500M 10-89)
ATTACHED TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B
Eagle Associates, a Colorado limited partnership recorded
December 9, 1980 in Book 314 at Page 474 as Reception No.
210849, and re- recorded on March 6, 1981 in Book 319 at Page
510, as Reception No. 215880.(Affects Parcel 3 as shown on
Improvement Location Certificate prepared by Alpine Engineering
Inc., dated December 27, 1989, which Parcel 3 is a part of
Parcel A)
36. Agreement between Town of Vail and June Creek Ranch Company,
a Colorado joint venture recorded January 16, 1990 in Book 521
at Page', 244 as Reception No. 417412.
Items No. 1,2,4,5 are hereby omitted.
f
99C (500M 10.09)
STEWART TITLE
GUARANTY COMPANY
�"C ( ((<
COWNS & COME, P.O.
DRAFT # f
�� ATW
MANAGEMENT AGREEMENT
BERRY CREEK EQUESTRIAN CENTER
BETWEEN
EAGLE COUNTY RECREATION AUTHORITY
AND
HORSES OF COURSES, INC.
July , 1992
TABLE OF CONTENTS
1.
MANAGED PREMISES . . . . . . . . . . . . . . . . . . .
. 2
2.
TERM OF AGREEMENT . . . . . . . . . . . . . . . . . .
. 3
3.
USE OF PREMISES . . . . . . . . . . . . . . . . . . .
. 4
4.
LICENSES - LAWFUL OPERATION . . . . . . . . . . . . .
. 6
5.
NO PARTNERSHIP CREATED . . . . . . . . . . . . . . . .
. 6
6.
MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS;
FIXTURES . . . . . . . . . . . . . . . . . . . .
. 6
7.
INSURANCE . . . . . . . . . . . . . . . . . . . . . .
. 7
8.
LIENS . . . . . . . . . . . . . . . . . . . . . . . .
. 7
9.
ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . .
. 8
10.
NOTICES . . . . . . . . . . . . . . . . . . . . . . .
. 8
11.
UTILITIES . . . . . . . . . . . . . . . . . . . . . .
. 9
12.
PAYMENTS . . . . . . . . . . . . . . . . . . . . . . .
. 9
13.
INSPECTION REPORTS . . . . . . . . . . . . . . . . . .
. 13
14.
PROPERTY TAXES . . . . . . . . . . . . . . . . . . . .
. 13
15.
OTHER PROVISIONS . . . . . . . . . . . . . . . . . . .
. 13
EXHIBITS
A.
Premises
B.
Expected Insurance
C.
Operating Plan
9. ASSIGNMENT
9.1 HCI shall not sell, assign, or otherwise transfer
any of HCI 's interest in this Agreement or in the Premises, or
controlling interest in HCI's business entity, without the prior
written consent of Authority.
10. NOTICES
10.1 All notices, demands and requests which may be or
are required to be given by either party to the other shall be in
writing to:
As to the Authority:
Eagle County Recreation
Authority
c/o Lynn K. Robertson, CPA
P.O. Box 1536
Vail, Colorado 81658
As to HCI: Horses of Courses, Inc. JE4/✓e �4�1 >TA
c/o John Canning, DVM
5198 Gore Circle
Vail, Colorado 81657
10.2 Lessee shall notify Authority in writing no less
than twelve (12) months prior to expiration of the term of this
Agreement of its desire to extend this Agreement as to Parcels 1
and 2, and ninety (90) days prior to expiration of the term of this
Agreement of its desire to extend this Agreement as to Parcel 3.
8
BERRY CREEK EQUESTRIAN CENTER MANAGEMENT AGREEMENT
THIS AGREEMENT, is made and entered into this day of
July, 1992, by and between EAGLE COUNTY RECREATION AUTHORITY
( "Authority "), owner of the Premises ( "Premises "), and HORSES OF
COURSES, INC., a Colorado corporation ( "HCI").
RECITALS
A. Authority was formed by Intergovernmental Agreement dated
October 15 1991, by and between the TOWN OF VAIL, Colorado, the
TOWN OF AVON, Colorado, the EAGLE -VAIL METROPOLITAN DISTRICT, the
BERRY CREEK METROPOLITAN DISTRICT, the BEAVER CREEK METROPOLITAN
DISTRICT, the ARROWHEAD METROPOLITAN DISTRICT, and EAGLE COUNTY,
Colorado, for the purpose of owning land for use as open space and
recreation'.
B. Authority owns and operates Berry Creek Equestrian Center
("BCEC") in Eagle County, Colorado, which is described more
particularly as Parcels 1, 2 and 3 on Exhibit A attached hereto.
C. Authority desires to empower HCI, to be the managing
operator of BCEC in the capacity of an independent contractor.
1
D. The parties hereto understand and agree that BCEC is a
significant recreational asset in the Upper Eagle Valley.
Accordingly, it is understood and agreed that the BCEC must be
operated in a manner consistent with the importance of the facility
to the entire Upper Eagle Valley. Failure by HCI to operate at
high standards would result in disadvantage to residents and the
entire Upper Eagle Valley, and accordingly will result in a default
under the terms and conditions of this Agreement and any extension
thereof. Authority and HCI agree that the "quality of operation"
standard is difficult to define and measure. Toward enforcement of
this standard, Authority agrees that written comments from its
designated agent will be provided to HCI of concerns of Authority.
HCI shall have at least thirty days to resolve such written
concerns.
NOW, THEREFORE, for and in consideration of the payments and
of the covenants and agreements hereinafter set forth, the receipt
and adequacy of which are hereby acknowledged, it is mutually
agreed as follow:
1. MANAGED PREMISES
1.1 Authority hereby provides to HCI and HCI hereby
agrees to manage the BCEC for the Authority on those certain
2
Premises situated in the County of Eagle, State of Colorado,
indicated as "Premises" in Exhibit A attached hereto and
incorporated herein by reference.
2. TERM OF AGREEMENT
2.1 The term of this Agreement shall be for a period
commencing on July , 1992; and terminating on July ,
1997, as to Parcels 1 and 2, and terminating on July , 1993,
as to Parcel 3.
2.2 The term of this Agreement may be extended at the
mutual option of the parties, for one successive five year period
as to Parcels 1 and 2 and successive one year periods as to Parcel
3.
2.3 Either party may, with valid cause, terminate this
Agreement with due written justification and a minimum of 30 days
written notice. Examples of valid causes are:
A. Failure by either party to pay any monetary sum
to be paid hereunder where such failure continues for three days
after written notice by the other party.
3
B. The abandonment or vacation of the Premises by
HCI.
C. The failure by HCI to furnish accurate
information or reports, or pay timely any required sums.
D. The failure by HCI to maintain the quality of
operation required by recital D of this Agreement.
E. The failure by HCI to perform the requirements
of Exhibit 'C hereto.
F. A significant decreasing trend of gross sales
and business transacted, or the existence of an operation which is
not tailored to the equestrian needs of the Upper Eagle Valley.
G. The failure by either party to observe or
perform any other provision of this Agreement where such failure
continues for ten days after written notice thereof.
3. USE OF PREMISES.
3.1 HCI agrees to manage the BCEC upon and maintain said
Premises for the term of this Agreement and during ordinary and
regular business hours, as an equestrian center, which use shall
4
include the sale and offering for sale all of the goods, wares and
merchandise and the performance of such services as are usually
incident thereto, but to refrain from the sale of merchandise not
usually incident to said business. HCI further agrees to conduct
no other business on said premises without the written consent of
the Authority. HCI shall operate the Premises for as many hours
each day,, including holidays, as is required to accommodate
satisfactorily, economically and efficiently all prospective
patrons; said hours of operation shall be determined by HCI,
subject to reasonable requests for change by Authority. HCI shall
comply with all federal, state and county laws, ordinances,
requirements or regulations, defend against the violation of same
in good faith, and diligently conduct any necessary proceedings to
prevent and avoid any adverse consequences of the same, and holds
Authority harmless for any violation by HCI. HCI further agrees
that, in the management of BCEC in the Premises, it will at all
times carry a stock of hay and other horse feed and will maintain
adequate personnel for the efficient service of its customers, and
in general, employ its best judgement, efforts and abilities to
operate said business in the manner calculated to produce the
maximum volume of profitable sales obtainable.
5
4. LICENSES - LAWFUL OPERATION
4.1 HCI shall maintain in force and pay, at HCI's
expense, all fees for licenses required and taxes due (federal,
state or county) in connection with BCEC operation.
5. NO PARTNERSHIP CREATED
5.1 Nothing herein contained shall be deemed, held or
construed to make the Authority a partner or an associate of HCI in
the conduct of business nor to render the Authority liable for any
debts, liabilities or obligations incurred by HCI in the conduct of
said business, it being expressly understood and agreed that the
relationship between the parties hereto is and shall at all times
remain that in which HCI is an independent contractor.
6. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS;
FIXTURES
6.1 HCI shall, as a BCEC operation expense, install,
maintain and keep in good order, condition and repair and replace
as required the interior and exterior of buildings on the Premises
and the Premises, including fences, (cross and exterior), gates,
horse walkers, bunk feeders, riding trails, hitch rails, barns,
2
stalls, jumps, holding pens, roping box, event timer, parking,
roads, modular buildings, ditches, water lines, landscaping,
plumbing, heating, lighting, electrical lines, grandstands and
other tangible assets and systems applicable to the Premises.
7. INSURANCE
7.1 HCI shall carry property and liability insurance on
the Premises, the cost of which shall be a BCEC operation expense.
The insurance Authority requires HCI to carry is attached as
Exhibit B.
7.2 HCI shall carry Worker's Compensation and
Unemployment Compensation Insurance and any other insurance
required to comply fully with Laws of the State of Colorado.
7.3 Any other insurance deemed necessary by HCI shall be
carried and paid for by HCI.
8. LIENS
8.1 HCI agrees that it will pay or cause to be paid all
costs for work done by it or third parties on the Premises, and HCI
will keep the Premises free and clear of all mechanic's liens.
7
11. UTILITIES
11.1 HCI agrees to pay as a BCEC operation expense all
utility charges in the form of gas, electricity, and any other
utility charges that apply to the Premises and where possible to
have said utilities be in HCI's name.
12. PAYMENTS
12.1 HCI covenants and agrees to pay monthly as a BCEC
operation expense for use of the Premises at Authority's offices,
the sum of One Thousand Dollars ($1,000.00) prior to the first of
each month for that month; and to pay 5% of the Gross Sales and
business transacted in excess of Seventy -five Thousand Dollars
($75,000) of the BCEC operation as an Additional Shared Amount by
the 20th day of the month following the end of each full calendar
Quarter for the three month period.
12.2 HCI agrees to furnish to the Authority and permit
the Authority rights of inspections of HCI's books upon three days
verbal notice at such hours as the parties may deem reasonable for
the purpose of determining whether or not HCI's obligations shall
be only the monthly amount or also the additional shared amount.
9
12.3 The term "Gross Sales and business transacted" as
used and referred to herein shall include, except as set forth
hereinbelow, the gross sales price of all goods, wares,
merchandise and services of any nature or kind whatsoever, sold in,
on, from, upon or through said Premises or any part thereof, at
retail and whether singly or in bulk, including all goods, wares
and merchandise sold in, on, from, upon or through any part of the
Premises by HCI; the gross charges for all sales made and services
performed by said HCI, for which charge is made by HCI for selling
merchandise or performing services of any kind or character on,
from, in, upon or through said Premises, or any part thereof, and
shall include charges for all sales whether for cash or upon credit
irrespective of whether or not collections are made in case of
sales on credit.
12.4 It is agreed that the terms "Gross Sales and
business transacted" shall not include: tips, gratuities, cash or
credit refunds made to customers upon transactions included in
sales and business transacted; the amount of any county, state or
federal sales, luxury, excise, occupational or similar tax or
imposition now or hereafter levied on such sales which is required
to be collected from the customer (either included in the price or
separately stated therefrom) and paid to the taxing authority; or
the sales of fixtures and equipment after use thereof in the
conduct of the business.
10
12.5 HCI further covenants and agrees that for the
purpose of ascertaining the correct amount or amounts payable for
any period as hereinabove provided, HCI will keep proper books,
records and accounts which shall show daily sales and business
transactions made by HCI through the BCEC operation. HCI further
agrees to deliver to the Authority on or before the 20th day of the
month following the end of each calendar month during the term
hereof signed and sworn statements showing total "Gross Sales and
business transacted" as hereinabove defined for the preceding one -
month period. Attached thereto shall be copies of the monthly
sales tax returns or reports as filed by HCI. HCI also agrees to
provide Authority copies of annual profit and loss statements,
balance sheets and income tax returns as may be developed for the
BCEC operation. HCI also agrees to furnish Authority accurate and
exact copies of all sales tax returns or reports made to the State
of Colorado or any political subdivision thereof, and to permit the
Authority, at its expense, at any time or from time to time to
inspect and /or to have an audit made of said books, records and
accounts by agents of or an accountant appointed by Authority.
12.6 If the Authority shall not be satisfied with any
monthly statement submitted, Authority shall have the privilege of
having an audit made of the accounts, books, records and tax
returns pertaining to such Gross Sales and business transacted.
HCI shall have the privilege of having its accountant work in
connection with the accountant selected by Authority. If such
11
audit on behalf of Authority shall disclose that the statement or
statements complained of by Authority were inaccurate to the
disadvantage of Authority in excess of five percent (5%) of the
amount paid in any three -month period, then the entire expense of
such audit shall be paid by HCI; otherwise, the expense of audit by
Authority's auditor only shall be paid by Authority.
12.7 The BCEC operation's records shall be maintained on
an accrual. basis. The BCEC operation's revenues shall consist of
"Gross Sales and business transacted" and its expenses shall
consist of all usual and normal business expenses, including, but
not limited to:
A. The One Thousand Dollar ($1,000.00) monthly
amount payable to Authority.
B. All other normal, necessary and ordinary
business expenses, EXCEPT Capital Assets of BCEC as provided in
Exhibit C Business Plan.
Five percent (5%) of any excess over $75,000 each
quarter shall be paid to Authority as the "Additional Shared
Amount" provided for in Section 12.1 above. If there is no excess
and in fact a deficiency, said deficiency shall be borne totally by
HCI.
12
13. INSPECTION REPORTS
13.1 HCI agrees to provide to Authority copies of any
and all inspection reports developed by governmental entities with
authority over the Premises.
14. PROPERTY TAXES
14.1 Should property taxes be assessed on the Premises,
HCI shall pay such taxes timely.
15. OTHER PROVISIONS
15.1 This Agreement is subject to the terms and
conditions of the Exhibits attached hereto.
15.2 This Agreement shall be interpreted by Colorado
law. If any portion of this Agreement shall be deemed to be
unenforceable, such unenforceability shall not affect the balance
of the Agreement.
IN WITNESS WHEREOF, the said Authority and HCI have executed
this Agreement as of the date first hereinabove stated.
13
EAGLE COUNTY RECREATION AUTHORITY
By
Chairman'
STATE OF COLORADO
HORSES OF COURSES, INC.
By
President
ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this
day of July, 1992, by , as Chairman
of Eagle County Recreation Authority.
Witness my hand and official seal.
Notary Public
My commission expires:
STATE OF COLORADO
ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this
day of July, 1992, by , as President
of Horses of Courses, Inc., a Colorado corporation.
Witness my hand and official seal.
My commission expires:
14
Notary Public
Parcel 1:
Parcel 2:
Parcel 3:
EXHIBIT A
PREMISES
15
EXHIBIT B
EXPECTED INSURANCE
Type of Coverage
A. General liability coverage (including
product liability coverage)
B. Workman's Compensation
C. Fire 'legal liability
D. Building property damage insurance
E. Contents insurance
Authority shall be named as additional insured.
16
Minimum Amount
$150,000 /person
$600,000 /occurrence
As required by
Colorado State Law
$500,000
Replacement Value
EXHIBIT C
BERRY CREEK EQUESTRIAN CENTER
OPERATING PLAN
HCI shall perform the following services, install the
following !capital assets, which shall not be BCEC operating
expenses, and expend at least the following amounts on services,
equipment and capital assets:
1992
I. First Year Services and Equipment:
a.
Steam clean stall barn $
600
b.
Paint stall barn
300
C.
Fly mister for stall barn
1,200
d.
Steam clean indoor arena
600
e.
Repair exterior of stall barn
500
f.
Repair interior of stall barn
600
g.
Repair store /office siding
300
h.
Repair store /office porch
500
i
Parking upgrading
800
j.
Road fill and repair
600
k.
Riding trails and gates
700
1.
Hitch rails
300
M.
Hay barn sheet metal
200
n.
Hay barn commodity bin for sharings
400
o.
Outdoor arena jumps
500
p.
Outdoor arena polo
500
q.
Outdoor arena holding pens
750
r.
Outdoor arena footing maintenance
300
S.
Cross fencing
600
$10,250
II. Recurring Services:
a.
Clean up general area
1,000
b.
Weed control
400
C.
Pest control
400
d.
Ration Blocks
300
e.
Clean ditches
500
f.
Harrow as required
2,000
g.
Fertilize as required
1,500
h.
Entry maintenance
500
i.
Advertising
1,200
j.
Petting zoo attraction
500
k.
4 -H pen
500
8,800
1992 TOTAL 19,050
17
1993
I. Capital Assets:
a.
Cross fencing
b.
Horse walkers
C.
Remote security gate
d.
Bunk feeders
e.
Perimeter fence repairs
f.
Panels
II. Recurring Services:
a.
Clean up general area
b.
geed control
C.
Pest control
d.
Ration Blocks
e.
Clean ditches
f.
Harrow as required
g.
Fertilize as required
h.
Entry maintenance
i.
Advertising
j.
Petting zoo attraction
k.
4 -H pen
1993 TOTALS
1994
I. Capital
Assets:
a. Stall waterers in stall barn
b. Roping box in outdoor arena
C. Event tower in outdoor arena
d. Public rest room
18
$2,400
6,000
1,500
3,600
1,000
1,800
16,300
1,000
400
400
300
500
2,000
1,500
500
1,200
500
500
8,800
$25,100
$ 5,000
1,500
1,100
15,000
22,600
II. Recurring Services:
a.
Clean up general area
1,000
b.
Need control
400
C.
Pest control
400
d.
station Blocks
300
e.
Clean ditches
500
f.
Harrow as required
2,000
g.
Fertilize as required
1,500
h.
Entry maintenance
500
i.
Advertising
1,200
j.
Petting zoo attraction
500
k.
4 -H pen
500
8,800
1994 TOTALS
231,400
1995
I. Capital Assets:
a. Landscaping $1,000
b. Pole fencing 1,200
C. Reseeding
lease drill, seed, transfer time 5,500
d. Ditches in pasture 1,000
e. Fencing in pasture 7,000
f. Gates in pasture 900
g. Underground water lines 2,000
18,600
II. Recurring Services:
a.
Clean up general area
1,000
b.
Weed control
400
C.
Pest control
400
d.
Ration Blocks
300
e.
Clean ditches
500
f.
Harrow as required
2,000
g.
Fertilize as required
1,500
h.
Entry maintenance
500
i.
Advertising
1,200
j.
Petting zoo attraction
500
k.
4 -H pen
500
8.800
1995 TOTALS 27 400
19
1996
Clean up general area
b.
I. Capital Assets:
C.
a.
Indoor arena skylights
b.
Indoor arena removable
C.
Treatment
area plan
d.
Treatment
area plumbing
e.
Treatment
area stalls
II. Recurring services:
a.
Clean up general area
b.
Weed control
C.
Pest control
d.
Ration Blocks
e.
Clean ditches
f.
Harrow as required
g.
Fertilize as required
h.
Entry maintenance
i.
Advertising
j.
Petting zoo attraction
k.
4 -H pen
III. Promotion of Events:
1996 TOTALS
floor
heating
1997
I. Capital Assets:
a. Underground electric lines
b. Outdoor arena lights
C. Outdoor arena grandstands
R
$ 2,000
8,000
2,000
2,500
1,400
15,900
1,000
400
400
300
500
2,000
1,500
500
1,200
500
500
8,800
$26,700
$3,000
6,000
5,000
14,000
II. Recurring Services:
a.
Clean up general area
$1,000
b.
Weed control
400
c.
Pest control
400
d.
Ration Blocks
300
e.
Clean ditches
500
f.
Harrow as required
2,000
g.
Fertilize as required
1,500
h.
Entry maintenance
500
i.
Advertising
1,200
j.
Petting zoo attraction
500
k.
4 -H pen
500
8.800
1997 TOTALS 22,800,
HCI Shall:
a. Relocate used stall bedding and manure pile to a less
visible location.
b. Dispose of bedding and manure no less than weekly
C. Apply good and acceptable farming practices to all of
Premises north of the railroad tracks except areas not
used for
d. Mow and graze Premises in •a manner consistent with
maximum forage production.
e. Clean all open ditches and maintain in serviceable
condition.
f. Engage in cooperative effort with adjoining upstream
property owner in insure that Premises has access to its
adjudicated water rights.
g. Rest paddocks extensively.
h. Institute a functional rotational grazing plan.
i. Install commercial horse walkers to minimize pressure'on
pasture.
j. Install electric cross fence to provide five separate
pastures.
k. Provide one full month of rest between grazing each
individual paddock.
1. Harrow, fertilize and irrigate each individual paddock
after each grazing cycle.
M. Pasture no more than forty (40) horses at any given time.
n. Provide daily hay supplement to all horses.
o. Maintain and repair existing improvements to the
Premises.
p. Repair and electrify perimeter fencing; replace posts and
boards as necessary.
21
q. Dismantle existing pen behind indoor arena and refrain
from keeping horses adjacent to indoor arena.
r. Repair damage to interior and exterior at indoor arena.
S. Relocate horse trailers.
t. Identify public parking areas.
U. Relocate or remove outlying old sheds.
V. Repair hay barn.
W. Install log rail fencing in immediate area of barns.
X. Install adequate hitch rails in desirable locations.
Y- Provide an on site manager responsible for security of
Premises, who will lock entrance gate nightly and nightly
provide walk through to stable area.
Z. Relocate existing irrigation ditches and fences as
required.
aa. Reseed pastures each April or May.
bb. Promote and contract for scheduled public events for
English and Western riding, children's activities, public
activities and general equestrian uses.
cc. Reinforce outdoor arena fencing.
dd. Construct roping facilities at south end of outdoor
'At --.
ee. Rip and deep disk outdoor arena weekly.
ff. Erect grandstands at outdoor arena.
gg. Develop network of riding trails on Premises and
adjoining property.
hh. Create new and improved tack storage areas.
ii. Install arena lighting.
jj. Install public rest rooms.
kk. Form liaison committee.
11. Develop and require use of boarding agreements, which
agreements shall contain provisions for indemnification
of Authority and HCI.
mm. Provide insurance coverage for care, custody and control
of boarded horses.
nn. Post necessary signs.
oo. Require subcontractors to provide workers compensation
and professional liability insurance.
pp. Provide and operate a management plan for quality care of
horses.
qq. Provide a horse treatment area on the Premises.
rr. Foster rodeo performances.
22
MEMORANDUM
DATE: 12/22/98
TO: Bill Efting
FROM: Burt Levin sl
RE: Berry Creek 5t' Filing: Eagle Co. Rec. Authority
You have asked me to research whether Avon may sell its interest in the Eagle
Co. Recreation Authority (the Authority) to another member. The answer is yes.
First, any sale or other disposal of our interest in the Authority is not subject to
the restriction in Avon's Charter that: "The Town shall not sell or dispose of municipally
owned buildings or real property in use for public purposes without first obtaining the
approval of 'a majority of the electors voting thereon." (§ 18.2.) The Intergovernmental
Agreement (Agreement) dated 10 -15 -91 establishes the Authority as "an independent
governmental entity" to "purchase from Vail, manage, and develop a parcel of land" in
Eagle Co., namely the Berry Creek parcel. As I understand, the Berry Creek parcel is
indeed titled and owned in the name of the Authority, not the Town of Avon. Since the
property is not titled in the name of Avon, it is not subject to the Charter provision
governing disposal of municipally owned real property. I
Avon's withdrawal from the Authority can conceivably be accomplished in a
number of ways. Avon could withdraw by an amendment of the Agreement setting forth
the terms and conditions of its withdrawal, including any monetary consideration. The
' This conclusion is not entirely free from doubt, but represents the best conclusion
in my view. Section 5 of the Agreement provides that Avon has a 6% interest "in the
Authority, its property and assets." One could argue that since Avon has an ownership
interest in the Authority's property, and since the Authority's property includes the Berry
Creek parcel, Avon enjoys an ownership interest in the Berry Creek parcel, and that such
parcel is "municipally owned ... real property" within the meaning of the Charter.
Notwithstanding the language in § 5 of the Agreement, Avon's interest in the Berry
Creek parcel is not "municipally owned ... real property" as that term is used in the
Charter. Unlike a true tenant in common, Avon has no right to seek a partition of the
Berry Creek parcel. Rather, an action which results in the sale of the Berry Creek parcel
requires the affirmative vote of a majority of all board members representing two- thirds
(2/3) of the interest in the Authority. (Agreement, § 8.) Since no part of the Berry Creek
parcel is titled in Avon, and since Avon does not enjoy traditional rights of concurrent
ownership in the parcel, the parcel does not represent municipally owned real property
subject to disposal only after approval of the electors..
Memo re Eagle Co. Recreation Authority
Page Two
Agreement contains contradictory provisions regarding amendment: at § 8 D the
Agreement provides that amendment requires the affirmative vote of two- thirds (2/3) of
the interest in the Authority; but at § 21 B the Agreement provides that amendment may
be accomplished only by a written document signed by "the parties." Thus, there is
ambiguity as to whether an amendment properly requires consent of all the parties to the
Agreement, or merely of those parties representing two- thirds (2/3) of the interest in the
Authority. This ambiguity need not be resolved if indeed all the parties to the Agreement
are inclined to accept the terms Avon would propose for selling its interest in the
Authority.
Section 19 of the Agreement sets forth a provision regarding withdrawal from the
Authority without consent of any of the other parties to the Agreement.
Should any parry no longer wish to participate in the Authority, and
therefore fail to make its allocated contribution to the Authority, and such
failure is not cured within one hundred twenty (120) days of written
notification thereof, the withdrawing party shall no longer be a member of
the Authority and shall lose all right, title, and interest in the Authority, its
property and assets. All contributions made by the withdrawing party
shall remain the property of the Authority and shall not be refunded to the
withdrawing party. Upon the withdrawal of any parry, its interest in the
Authority, and the Authority's property and assets may be assumed by any
of the remaining parties, other than Vail, in proportion to the interests held
by each respective remaining party in the Authority on the date of the
withdrawal.
Whether it would be in Avon's interest to withdraw from the Authority in the
manner provided in § 19 of the Agreement would depend on whether Avon could realize
income from the sale of its interest in the Authority. If income could be realized by a sale
of its interest then Avon may wish to pursue an amendment of the Agreement.
Amendment, as stated above, would require consent of at least two- thirds (2/3) of the
interest in the Authority, and could require unanimous consent depending on how the
Agreement is interpreted. On the other hand, if Avon's participation in the Authority
represents a net drain on Avon's assets, rather than a net gain, our interest is not likely to
attract any bidders. In that case, and in the event that the other parties would not agree to
an amendment of the Agreement by which Avon withdrew, Avon could unilaterally
withdraw in the manner provided in § 19 of the Agreement.
1b
i
AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT
THIS AMENDMENT TO THE AGREEMENT is entered into on the day of October, 1995, by
and between the TOWN OF VAIL, Colorado, a Colorado municipal corporation ( "Vail'), the TOWN OF AVON,
a Colorado municipal corporation ( "Avon "), the EAGLE -VAIL METROPOLITAN DISTRICT, a Colorado quasi -
municipal corporation ( "Eagle - Vail "), the BERRY CREEK METROPOLITAN DISTRICT, a Colorado quasi -
municipal corporation ( "Berry Creek ") the BEAVER CREEK METROPOLITAN DISTRICT, a Colorado quasi -
municipal corporation ( "Beaver Creek "), the ARROWHEAD METROPOLITAN DISTRICT, a Colorado quasi -
municipal corporation ( "Arrowhead "), and EAGLE COUNTY, COLORADO, a Colorado body politic ( "Eagle
County "); (collectively "the parties ").
1. PURPOSE.
A) This Amendment is entered into pursuant to Section 21. Miscellaneous Provisions. (B)
of the Intergovernmental Agreement entered into on October 15, 1991.
B) The parties, by entering into this Amendment, wish to correct the Intergovernmental
Agreement as to the stated purchase price of the Berry Creek parcel which was set forth in the Purchase and
Sale Contract attached to the Agreement as Exhibit "A ". The purchase price was recited improperly as
$1,010,000.
2. PURCHASE PRICE.
By this Amendment, the purchase price of the Berry Creek parcel as purchased by the Eagle
County Recreation Authority from the Town of Vail, Colorado is, and has been since the date of the original
agreement, $1,022,000.
3. VALIDITY OF THE AGREEMENT.
All of the remaining terms of the Intergovernmental Agreement as entered into on October
15, 1991 remain in full force and effect.
TOWN OF VAIL, Colorado,
a Colorado municipal corporation
By:
Robert W. McLaurin, Town Manager
Attest:
Holly McCutcheon, Town Clerk
TOWN OF AVON, a Colorado
municipal corporation
By
ATTEST:
Town Clerk
EAGLE -VAIL METROPOLITAN DISTRICT,
a Colorado quasi - municipal corporation
BERRY CREEK METROPOLITAN DISTRICT,
a Colorado quasi- municipal corporation
By:
BEAVER CREEK METROPOLITAN DISTRICT,
a Colorado quasi- municipal corporation
ARROWHEAD METROPOLITAN DISTRICT,
a Colorado quasi -mu cipal corporation
By:
EAGLE COUNTY, COLORADO,
a Colorado body politic
By:
F lharrvrk amri
I T
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE COUNTY OF EAGLE
AND
TOWN OF AVON
AND
TOWN OF VAIL
THIS INTERGOVERNMENTAL AGREEMENT is made and entered into this / 7 = day of
19�o , by and among the County of Eagle, State of Colorado,
a body corporate and politic, by and through its Board of County Commissioners,
hereinafter referred to as the "County;" and the Town of Vail, State of Colorado, a
municipal corporation, by and through its Town Council; and the Town of Avon, State
of Colorado, a', municipal corporation, by and through its Town Council.
RECITALS
A. The Town of Vail intends to use its best efforts to purchase the parcel of
land commonly referred to as the Berry Creek Subdivision, 5th Filing, and as more
specifically described in Exhibit A attached hereto and by this reference made a
part hereof ( "Berry Creek parcel ").
B. In addition, the Town may use its best efforts to purchase the parcel of
land commonly referred to as the Miller Ranch located near Edwards, Colorado, and
more specifically described in Exhibit B attached hereto and by this reference made
a part hereof ( "Miller parcel ").
C. Should the Town of Vail obtain title to the Berry Creek parcel, the Town
wishes to sellland the County wishes to purchase the Berry Creek parcel under the
terms and conditions set forth in this Agreement.
D. Should the Town obtain title to the Berry Creek parcel and the Miller
parcel, the Town wishes to sell and the County wishes to purchase both the Berry
Creek and the Miller parcels under the terms and conditions set forth in this
Agreement.
E. This Intergovernmental Agreement is authorized pursuant to Section
29 -1 -201, et seq., C.R.S.
Now, therefore, for and in consideration of the mutual covenants, conditions, and
promises contained herein, the parties hereto agree as follows:
1. The Town of Vail agrees to use its best efforts to purchase the Berry Creek
parcel upon terms and conditions acceptable to the Town of Vail.
{ i
2. The Town of Vail may use its best efforts to acquire the Miller parcel upon
terms and conditions acceptable to the Town of Vail. In the event the Town of Avon
or the County or both have purchased an interest in the Berry Creek parcel pursuant
to paragraph 9before acquisition of the Miller parcel by the Town of Vail, then the
following provisions shall apply to any subsequent purchase of the Miller parcel.
A. If negotiations are commenced between any of the parties to this
Agreement and the owner of the Miller parcel for the purchase of the Miller parcel,
that party shall notify the other parties within five (5) days of such
commencement. Either or both of the other parties shall have the right to
participate in the negotiations if they so desire.
B. The negotiating parties shall attempt in good faith to agree on terms
and conditions of purchase which are acceptable to all the parties. If after a
reasonable period of time agreement can be reached between the owner of the Miller
parcel and the negotiating parties or any two of the negotiating parties, they shall
enter into a contract to purchase the Miller parcel which shall provide that each
purchasing party shall be entitled to an equal share of ownership in the Miller
parcel as a tenant in common, and each party shall be obligated to pay an equal
portion of the purchase price at the closing of the sale.
C. Ilf after a reasonable period of time and a good faith attempt, all or
any two parties participating in negotiations for the purchase of the Miller parcel
are unable to agree upon the terms and conditions of purchase, then any party which
wishes to accept Seller's final offer shall be entitled to do so and proceed with
the purchase of the Miller parcel.
3. The County shall hire bond counsel and a financial consultant to provide
consultation to the parties relating to the financing of the Berry Creek and /or
Miller parcels and shall hire a planner to give advice to the parties regarding the
planning and development of either the Berry Creek parcel or the Berry Creek and
Miller parcelsfor recreation and employee housing.
4. The Town of Vail shall hire the services of special real estate counsel to
provide consultation to the parties regarding the acquisition of the Berry Creek
parcel or the Berry Creek and Miller parcels.
5. The parties agree to equally share the costs of the consultants described
in paragraphs 3, and 4 up to the following maximum amounts:
Bond counsel and financial consultant - $15,000
Land use planner - $7,500
Real estate counsel - $15,000
-2-
6. The County shall hold an election in the spring of 1990 ( "the election ") to
place the issuebefore the registered voters of Eagle County of whether or not to
increase the County general fund mill levy in a sufficient amount for the County to
purchase the Berry Creek parcel or the Berry Creek and Miller parcels, whichever is
applicable, and!to develop either the Berry Creek parcel or the Berry Creek and
Miller parcels for the purposes of employee /affordable housing and recreation.
7. The County, the Town of Avon, and the Town of Vail agree to cooperate in
presenting and explaining the need and rationale for the purchase of the Berry Creek
or Berry Creek and Miller parcels and for their future development as
employee /affordable housing and recreation.
8. If at the election, the registered voters of Eagle County approve an
I
increase in theCounty general fund mill levy in a sufficient amount for the County
to purchase the property and develop the property for employee /affordable housing
and recreational purposes, the County shall purchase the property from the Town of
Vail for a purchase price equal to the price paid by the Town of Vail for the Berry
Creek parcel or the Berry Creek and Miller parcels, plus loan carrying costs (e.g.,
loan fees, debt service, etc.) and other direct costs incurred by the Town of Vail
to purchase and hold either the Berry Creek parcel or the Berry Creek and Miller
parcels to the time of purchase by the County. If the Town of Vail purchases the
Berry Creek parcel or the Berry Creek and Miller parcels with cash on hand rather
than borrowed funds, the County shall purchase the property form the Town of Vail
for a purchase price equal to the price paid by the Town of Vail for the Berry Creek
parcel or Berry Creek and Miller parcels and interest thereon at the rate of eight
and one -half percent interest (8.5 %) per annum until the time of purchase by the
County.
9. If at the election, the registered voters of Eagle County do not approve an
increase in the County general fund mill levy in a sufficient amount for the County
to purchase the Berry Creek parcel or the Berry Creek and Miller parcels and develop
the property for employee /affordable housing and recreational purposes, then the
County shall have no obligation to purchase the Berry Creek parcel or the Berry
Creek and Miller parcels, from the Town of Vail. However, the County and the Town
of Avon may purchase an interest in the Berry Creek parcel or the Berry Creek and
Miller parcels,', whichever is applicable, as follows:
A. I'f either the County or the Town of Avon wish to purchase the property
without contribution from or participation by the other, then the purchasing
-3-
J
government shall be obligated to purchase a fifty percent (50 %) interest in the
property as a tenant -in- common.
B. If both the County and the Town of Avon wish to purchase interests in
the property, they shall be obligated to purchase a one -third (1/3) interest each as
a tenant -in- common.
C. The purchase price to the Town of Avon or the County shall be the
appropriate percentage of all costs and expenses the Town of Vail has expended in
the purchase, development, and maintenance of the property up to the date and time
of purchase, including by way of illustration and not limitation, purchase price,
development costs, all fees paid to design and planning consultants and special
legal counsels', subsequent to the election, costs of planning, designing, and
constructing any improvements on the property, and all finance carrying costs (e.g.,
loan fees, debt service, etc.).
D. If the Town of Avon or the County wish to purchase a share in the
Berry Creek parcel or the Berry Creek and Miller parcels, as the case may be, as
provided for in this paragraph, they shall do so within five (5) years of the date
of the certification of the election results by giving written notice to the Town of
Vail of their intention to so purchase. Closing of the purchase of the Berry Creek
parcel or the Berry Creek and Miller parcels by the Town of Avon or the County, as
the case may be, shall occur no later than sixty (60) days after the giving of such
notice. It is understood by the parties that should the Town of Vail own both the
Berry Creek parcel and the Miller parcel, the Town of Avon or the County shall be
required to purchase the specified interest in both parcels. Should the Town of
Avon or the County fail to purchase any interest in the property within five (5)
years of the date of the certification of the election results, the right to do so
shall immediately terminate.
10. During any period of time the Town of Vail is the sole owner of the
property, it may make all decisions regarding the property, including by
illustration and not limitation, financing, maintenance, and development, which it
in its sole discretion deems proper. In addition, the Town of Vail shall have the
right to sell the property if it determines, in its sole discretion, such sale is
appropriate, during any period of time it is the sole owner of the property
including the period of time prior to the election or after the election,
notwithstanding the right to purchase shares of the Berry Creek parcel or Berry
Creek and Miller parcels given the County and the Town of Avon in paragraph 9 of
this Agreement'. In the event the Town of Vail sells the property prior to the
-4-
I
election, costs, of consultants paid by the County and the Town of Avon pursuant to
paragraph 5 shall be refunded to them.
11. In the event the Berry Creek parcel is owned by more than one (1)
government, each owner will appoint two (2) representatives to form a committee to
manage and develop the property. No owner shall pledge, sign, or otherwise transfer
or convey its interest in the property without the expressed written consent of all
the other owners. No owner shall have the right of partition unless otherwise
mutually agreed', to by all owners. No owner shall have the right to sign any
petition for an annexation or an annexation election or petition for inclusion in
any special district without the mutual consent of all the owners. The committee
shall establish bylaws for the management and development of the property and shall
have the right, if they deem it in the best interest of the owners, to recommend to
the owners and the owners may take all steps necessary to establish a separate
entity for the ownership, management, and development of the property. In the event
the members of the committee fail to agree as to any question affecting the Berry
Creek parcel, the question immediately be submitted for a joint determination by the
governing bodies of all owners.
12. In the event the voters fail to approve an increase in the mill levy to
purchase the Berry Creek parcel, the parties agree to share equally the following
costs which are in addition to the costs set forth in paragraph 5 of this Agreement:
A. A'bond counsel fee as compensation for providing services directly
related to the mill levy election in an amount not to exceed six thousand five
hundred dollars ($6,500).
B. A' financial advisor fee as compensation for providing advice directly
related to the mill levy election in an amount not to exceed two thousand dollars
($2,000).
C. The costs of holding a mill levy election in an amount not to exceed
fifteen thousand dollars ($15,000).
If the registered voters of Eagle County approve an increase in the mill levy for
the purchase and development of the Berry Creek parcel, then all consultation fees
expended by all the parties which have been set forth in this Agreement, including
bond counsel and financial consultants, planner, and real estate counsel fees are
set forth in paragraph 5 hereof, and bond counsel and financial advisor fees as set
forth in paragraph 12, as well as the cost of the holding of the election shall be
paid from the proceeds of the mill levy increase.
-5-
}
0
13. This Agreement does not and shall not be deemed to confer upon nor grant to
any third party any rights to claim damages or to bring any lawsuit, action or other
proceedings against either the Town of Vail, the Town of Avon, or the County because
of any breach hereof or because of any terms, covenants, agreements, or conditions
contained herein.
14. Except as specifically provided otherwise herein, no modification or waiver
of this Agreement or of .any covenant, condition, or provision herein contained shall
be valid unless in writing and duly executed by the party to be charged therewith.
15. This written Agreement embodies the whole agreement between the parties
hereto and there are no inducements, promises, terms, condition -s, or obligations
made or entered into either by the County, the Town of Avon, or.the Town of Vail,
other than those contained herein.
16. This Agreement shall be binding upon the respective parties hereto, their
successors or assigns, and may not be assigned by any party without the prior
written consent of the other respective parties hereto.
17. All agreements and covenants herein are severable, and in the event that
any of them shall be held invalid by a court of competent jurisdiction, this
Agreement shall be interpreted as if such invalid agreement or covenant were not
contained herein.
18. The Town of Avon, the Town of Vail, and the County each individually
represent to each other that it possesses the legal ability to enter into this
Agreement. In the event that a court of competent jurisdiction determines that
either of the parties hereto did not possess the legal ability to enter into this
Agreement, this', Agreement shall be considered null and void as of the date of such
court determination.
19. The County in no way waives its authority to regulate the use and subdi-
vision of the Berry Creek Parcel or the 11iller Parcel.
Ind WITNESS WHEREOF, the parties hereto have executed this Agreement this / 9t�-
day of —Aa, c;{,.— , 1990.
ATTE
By:
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COMMISSIONERS
By:
Donal elch, Chairman
'P.O. Box 850
Eagle, CO 81631
(203) 949 -5257
-6-
4
ATTEST:
By: �
Pamela A. Brandmeyer, Town Clerk
ATTEST:
G
TOWN OF VAIL, STATE OF COLORADO, By
and Through Its Town Council
Kent R. Rose, May*
75 S. Frontage Road West
Vail, CO 81657
(303) 479 -2100
TOWN OF AVON, STATE OF COLORADO, By
and Through Its Town Council
By *,;
Allan
Nottingham, yor
P. 0.
Box 975
Avon,
CO 81620
(303)
949 -4280
-7-
Page I of 2
EXHIBIT A
Berry Creek 5th Fil.i.no
PARCEI, A
A parcel of land located in the-W. 1/2 of Section 4 and the
NE 1/4 of Section 5, Township 5 South, Range 82 West of the
Sixth Principal Meridian, County of Eagle, State of Colorado.
More particularly described as follows:
Beginning at a point on Lhe souLherly right -of -way for
Interstate Highway 70 from which the northwest corner of said
Section 4 bears, N. 30 degrees 37'20 "W. 2103.11 feet; thence S.
58 degrees 13'30 "E. along the I -70 right- -of- -way line 318.59
feet; thence departing from the I -70 right -of -way S. 41 degrees
58'43 "W. 141.00 feet; thence S. 48 degrees 01'17 "E. 150.00
feet; thence N. '41 degrees 58'43 "E. 150.00 feet to a point on
the I -70 right -of -way; thence continuing along the I -70
right -of -way 128.41 feet along the arc of a non- tangent curve to
the right having a radius of 2126.80 feet whose chord bears S.
44 degrees 56'42 "E. 128.39 feet; continuing along said
right -of -way line, S. 40 degrees 41'30 "E. 289.10 feet,
conLinuing along said right-of-way line, S. 39 degrees 28'00 "E.
296.10 feet; continuing along said right -of -way S. 43 degrees
53'30 "I;. 366.70 feet; conLinuing along Lhe arc of a tangent
curve Lo the left 540.50 feet having a radius of 1787.00 feet,
whose chord bears S. 54 degrees 15'22 "E. 538.45 feet to a point
on the east line of the SW 1/4 Section 4; thence daparting from
the Interstate 70 right -of -way and continuing along the east
line of the SW 1/4 Section 4 S. 01 degrees 23'01 "W. 1372.38 feet
t -o a point on the northerly r.iglrl. -of -way of the Denver and Rio
Grande Western Railroad; corrtirruing along said right -of -way
72.81 feat along the arc of a non - tangent curve to the left
having a radius of 1810.00 feet whose chord bears N. 67 degrees
23'40 "W. 72.80 feet; thence continuing along said right -of -way
N. 66 degrees 1431 "W. 1553.35 feet; continuing along said
right -of -way N. 09 degrees 44'20 "W. 121.64 feeE; continuing
along said right- -of -way 1671.11 feet along the arc of a
non - tangent curve to the right having a radius of 1860.00 feet
whose chord bears N. 38 degrees 11'59 "W. 1615.47 feet;
continuing along said right -of -way N. 12 degrees 27'40 "W. 171.74
feet; continuing along_ said right -of -way N. 01 degrees
25'33 "E. 130.18 feet; continuing along the said right -of -way N.
15 degrees 23'59 "W. 299.69 feet to a point on the easterly side
of the State Highway No. 6 access road right -of -way; thence
continuing; along the access road right -of -way N. 77 degrees
39'01 "E. 16.50 feet; continuing along said right -of -way N. 73
degrees 27'30 "E. '220.57 feet; continuing along said
right -of -way 141.69 feet along the arc of a tangent curve to the
left having a radius of 577.50 feet whose chord bears N. 58
degrees 37'18 "E. 141.34 feet; thence deprting from the access
road right-of-way S. 55 degrees 16'12 "E. 400.00 feet; thence N.
35 degrees 17'28 "E. 480.81 feet; thence N. 70 degrees 21'00 "W.
285.47 feet; thence N. 86 degrees 45'00 "W. 148.20 feet to a
point on the State Highway No. 6 access road right -of -way;
thence N. 25 degrees 27'30 "E. 27.00 feet to a point on the
Interstate 70 right -of -way; thence along the Interstate 70
right -of -way S. 06 degrees 45'00 "E. 141.60 feet; thence
continuing along said right -of -way S. 70 degrees 21100 "E. 550.20
feet, to the point of beginning.
EXHIBIT A Page 2 of 2
Berry Creek 5th Filing
PARCEL B
A parcel of land located in the - -northwest quarter of the.
southwest quarter of Section 4, Township 5 South, Range 82 West
Of the Sixth Principal Meridian, Eagle County, Colorado, more
particularly described as follows:
Lk y inniny at a point on the west 1 i.ne of Section 4 from
Which the southwest corner of the NW 1/4, SW 1/4 of Section 4
bears S. 01 degrees 25'33 "W. 254.00 feet; thence along the west
line of Section 4 N. 01 degrees 25'33 "E. 802.17 feet to a point
on the southerly', right -of -way of the Deriver Rio Grande and
Western Railroad; thence departing from the west line of
Section 4 and continuing along the railroad right -of -way along a
curve to the left an are length of 1378.34 feet-, having a
radius of 1960.00 feet, a central angle of 40 degrees 17'33" and
a chord bearing S. 38 degrees 17'02 "E. 1350.12 feet to a point
of the south line of the NW 1/4, SW 1/4 Section 4; thence
departing from the railroad right -of -way and continuing along
the south line of the NW 1/4 SW 1/4 N. 89 degrees 44'20 "W.
322.76 feet to the centerline of the Eagle River; thence
departing from the south line of the NW 1/4 SW 1/4 and
continuing along the centerline of the Eagle River the following
four (4) courses:
1)
N. 10
degrees
44'20 "W.
123.00
feet;
2)
N. 62
degrees
28'45 "W.
181.07
feet;
3)
N. 87
degrees
55151."W.
209.11
feet;
4)
N. 72
degrees
34127 11W.
148.00
feet;
to the point o t f beginning.
EXHIBIT B
Miller Parcel
PARCEL A:
Page I of 3
A PARCEL OF LAND', LOCATED IN THE SOUTH 1/2 OF SECTION 3 AND THE
SOUTH 1/2 OF SECTION 4, TOWNSHIP 4 SOUTH , RANGE 82 WEST OF THE
SIXTH PRINCIPAL MERIDIAN, EAGLE COUNTY, COLORADO, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHERLY RIGHT OF WAY OF THE
DENVER AND RIO GRANDE WESTERN RAILROAD AND ON THE WESTERLY LINE
OF SECTION 3 FROM WHICIi THE SOUTHWEST CORNER OF SECTION 3 BEARS
SOUTH 01 DEGREES'', 25 MINUTES 43 WEST 688.56 FEET; THENCE
DEPARTING FROM THE WEST LINE OF SECTION 3 AND CONTINUING ALONG
THE NORTHERLY RIGHT OF WAY OF THE DENVER AND RIO GRANDE
RAILROAD RIGHT OF WAY NORTH 86 DEGREES 37 MINUTES 36 SECONDS
EAST 122.10 FEET; THENCE ALONG A CURVE TO THE LEFT All ARC
LENGTH OF 568.60 FEET, WITH A RADIUS OF 2764.79 FEET AND A
CENTRAL ANGLE OF 11 DEGREES 47 MINUTES 00 SECONDS; THENCE NORTH
74 DEGREES 50 MINUTES 36 SECONDS EAST 2110.57 FEET TO A POINT
ON THE EAST LINE' OF THE WEST 1/2 OF SECTION 3; THENCE ALONG THE
CENTER SECTION LINE SOUTH 00 DEGREES 45 MINUTES 59 SECONDS WEST
47.32 FEET; THENCE DEPARTING FROM THE CENTER SECTION LINE NORTH
74 DEGREES 48 MINUTES 41 SECONDS EAST 207.34 FEET; THENCE ALONG
A CURVE TO THE RIGHT AN ARC LENGTH OF 95.33 FEET RAVING A
RADIUS OF 1482.60 FEET AND A CENTRAL ANGLE OF 03 DEGREES 41
MINUTES 02 SECONDS TO A POINT COMMON TO THE NORTHERLY RIGHT OF
WAY OF THE DENVER AND RIO GRANDE RAILROAD AND THE SOUTHERLY
RIGHT OF WAY OF 'INTERSTATE 70 ; THENCE DEPARTING FROM THE
RAILROAD RIGHT OF WAY AND CONTINUING ALONG THE INTERSTATE 70
RIGHT OF WAY SOU'T'H 88 DEGREES 26 MINUTES 31 SECONDS WEST 703.20
FEET; THENCE SOUTH 84 DEGREES 37 MINUTES 31 SECONDS WEST 300.70
FEET; THENCE NORTH 64 DEGREES 59 MINUTES 29 SECONDS WEST 111.80
FEET; THENCE SOUTH 88 DEGREES 26 MINUTES 31 SECO14DS WEST 700.00
FEET THENCE SOUTH 78 DEGREES 59 MINUTES 01 SECONDS WEST 304.10
FEET; THENCE 14ORTH 87 DEGREES 57 MINUTES 59 SECONDS WEST 893.80
FEET; THENCE NORTH 87 DEGREES 57 MINUTES 59 SECONDS WEST 153.50
FEET; THENCE ALONG A CURVE TO THE RIGHT AN ARC LENGTH OF 501.48
FEET HAVING A RADIUS OF 2441.80 FEET AND A CENTRAL ANGLE 11
DEGREES 46 MINUTES 01 SECONDS; THENCE NORTH 73 DEGREES 33
MINU'T'ES 29 SECONDS WEST 309.80 FEET; THENCE NORTH 73 DEGREES 20
MINUTES 29 SECONDS WEST 1363.20 FEET; THENCE NORTH 66 DEGREES
18 MINUTES 29 SECONDS WEST 367.60; THENCE ALONG A CURVE TO THE
RIGHT AN ARC LENGTH OF 103.37 FEET WITH A RADIUS OF 1787.00
FEET AND A CENTRAL ANGLE OF 3 DEGREES 18 MINUTES 52 SECONDS TO
THE WEST LINE OF THE EAST 1/2 OF SECTION 4; THENCE DEPARTING
FROM THE INTERSTATE 70 RIGHT OF WAY AND CON'T'INUING ALONG THE
CENTER SECTION LINE SOUTH 01 DEGREES 23 MINUTES 01 SECONDS WEST
211.79 FEET; THENCE DEPARTING FROM THE CENTER SECTION LINE
SOUTH 64 DEGREES 06 MINUTES 54 SECONDS EAST 76.53 FEET; TIiENCE
SOUTH 07 DEGREES 54 MINUTES 43 SECONDS WEST 1109.48
FEET; THENCE ALONG A CURVE TO THE LEFT All ARC LENGTH OF 60.70
FEET WITH A RADIUS OF 1809.86 FEET AND A CENTRAL ANGLE OF 1
DEGREES 55 MINUTES 18 SECONDS TO A POINT Ott THE WEST LINE OF
THE EAST 1/2 OF !SECTION 4; THENCE ALONG THE CENTER SECTION LINE
SOUTH 01 DEGREES 23 MINUTES 01 SECONDS WEST 53.27 FEET TO A
POINT ON THE NORTHERLY RIGHT OF WAY OF THE DENVER AND RIO
GRANDE WESTERN RAILROAD RIGHT OF WAY; 'THENCE DEPARTING FROM THE
CENTER SECTION LINE AND CONTINUING ALONG THE NORTHERLY RAILROAD
RIGHT OF WAY ALONG A CURVE TO THE LEFT Ald ARC LENGTH OF 800.23
FEET WITH A RADIUS OF 1859.86 FEET AND A CENTRAL ANGLE OF 24
DEGREES 39 MINU'Ti'ES 08 SECONDS; THENCE NORTH 86 DEGREES 37
MINUTES 36 SECONDS EAST 1917.70 FEET; TO A POINT ON THE EAST
LINE OF SECTION 4; THENCE CONTINUING ALONG THE SECTION LINE AND
THE RAILROAD RIGHT OF WAY NORTH 01 DEGREES 25 MINUTES 43
SECONDS EAST 50.18 FEET TO'THE POINT OF BEGINNING.
Page 2 of 3
EXHIBIT B
Miller Parcel
EXCEPTING THEREFROM THE "SHANNON TRACT" LOCATED IN THE
SOUTHWEST QUARTER OF SECTION 4 AND THE SOUTHEAST QUARTER OF
SECTION 3, TOWNSHIP 5 SOUTH, RANGE 82 WEST OF THE 6TH PRINCIPAL
MERIDIAN, EAGLE COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A BRASS CAP FROM WHICH THE SOUTHEAST CORNER OF
SECTION 4 BEARS SOUTH 01 DEGREES 29 MINUTES 05 SECONDS WEST
1041.07 FEET; P11ENCE 60U'I' i 89 DEGIZEE.i 31 M 117U`lTE5 21 SIEcbm)S
WEST 59.50 FEET TO A BRASS CAP; THENCE NORTII 02 DEGREES 13
MINUTES 18 SECONDS EAST 60.02 FEET TO A BRASS CAP; THENCE SOUTH
89 DEGREES 42 MINUTES 26 SECONDS WEST 59.33 FEET TO A BRASS
CAP; THENCE SOUTH 02 DEGREES 04 MI14UTES 06 SECONDS EAST 59.82
FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THE "CEMETERY" LOCATED IN THE
SOUTHWEST QUARTER OF SECTION 4 AND THE SOUTHEAST QUARTER OF
SECTION 3, TOWNSHIP 5 SOUTH, RANGE 82 WEST OF THE SIXTH
PRINCIPAL MERIDIAN, EAGLE COUNTY, COLORADO MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT A FENCE CORNER FROM WHICH THE SOUTHEAST CORNER OF
SECTION 4 BEARS SOUTH 01 DEGREES 22 MINUTES 18 SECONDS WEST
915.23 FEET; THENCE ALONG A FENCE LINE NORTH 02 DEGREES 25
MINUTES 52 SECONDS EAST 402.43 FEET TO A FENCE CORNER; THENCE
SOUTH 88 DEGREES 08 MINUTES 44 SECONDS EAST 110.78 FEET TO A
FENCE CORNER; THENCE SOUTH 02 DEGREES 21 MINUTES 29 SECONDS
WEST 399.34 FEET TO A FENCE CORNER; THENCE NOR'T'H 89 DEGREES 43
MINUTES 58 SECONDS WEST 111.36 FEET TO THE POINT OF BEGINNING.
PARCEL B:
A PARCEL OF LAND LOCATED IN THE SOUTH 1/2 OF SECTION 4,
TOWNSHIP 5 SOUTH, RANGE 82 WEST OF THE SIXTH PRINCIPAL
MERIDIAN, EAGLE COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTH LINE OF SECTION 4 FROM WHICH
THE SOUTH QUARTER CORNER OF SECTION 4 BEARS NORTH 89 DEGREES 39
MINUTES 48 SECONDS WEST 176.00 FEET; THENCE NORTH 01 DEGREES 23
MINUTES 01 SECONDS EAST 473.04 FEET TO A POINT ON THE SOUTH
RIGHT OF WAY OF THE DENVER AND RIO GRAI4DE RAILROAD; THENCE
ALONG THE RAILROAD RIGHT OF WAY ALONG A CURVE TO THE LEFT All
ARC LENGTH OF 623.91 FEET WITH A RADIUS OF 1954.86 FEET AND A
CENTRAL ANGLE OF 18 DEGREES 14 MINUTES 23 SECONDS; THENCE NORTH
86 DEGREES 37 MINUTES 36 SECONDS EAST 705.28 FEET; THENCE
DEPARTING FROM THE RAILROAD RIGHT OF WAY SOUTH 03 DEGREES 19
MINUTES 24 SECONDS EAST 460.97 FEET TO THE SOUTH LINE OF
SECTION 4; THENCE ALONG THE SOUTH LINE OF SECTION 4 NORTH 89
DEGREES 39 MINUTES 48 SECONDS WEST 1360.38 FEET TO THE POINT OF
BEGINNING.
PARCEL C:
A PARCEL OF LAND LOCATED IN THE SOUTH 1/2 OF SECTION 4,
TOWNSHIP 5 SOUTH, RANGE 82 WEST OF THE 6TH PRINCIPAL MERIDIAN,
EAGLE COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE EAST LINE OF SECTION 4 ON THE SOUTH
BANK OF THE EAGLE RIVER FROM WHICH THE SOUTHEAST CORNER OF
SECTION 4 BEARS SOUTH 01 DEGREES 25 MINUTES 43 SECONDS WEST
372.44 FEET; THENCE ALONG THE SOUTH BANK OF THE EAGLE RIVER
NORTH 74 DEGREES 05 MINUTES 00 SECONDS WEST 133.64 FEET; THENCE
SOUTH 86 DEGREES 20 MINUTES 00 SECONDS WEST 119.00 FEET; THENCE
SOUTH 64 DEGREES 45 MINUTES 00 SECONDS WEST 321.40 FEET; THENCE
Page 3 of 3
EXHIBIT B
Miller Parcel
DEPARTING FROM THE SOUTH BANK OF THE EAGLE RIVER NORTH 21
DEGREES 10 MINUTES 24 SECONDS WEST 75.00 FEET; THENCE SOUTH 74
DEGREES 58 MINU'T'ES 36 SECONDS WEST 159.94 FEET; THENCE NORTH 14
DEGREES 29 MINUTES 24 SECONDS WEST 110.20 FEET; THENCE NORTH 77
DEGREES 17 MINUTES 36 SECONDS EAST'149.00 FEET; THENCE NORTH 20
DEGREES 37 MINUTES 24 SECONDS WEST 73.10 FEET TO A POINT ON THE
SOUTH RIGHT OF WAY OF THE DENVER AND RIO GRANDE WESTERN
RAILROAD; THENCE'' ALONG THE RAILROAD RIG11T OF WAY NOR'T'11 86
DI GREES 37 MINUTES 36 SECOIJDS EAST 632.72 FEET TO A I'OIN'T' ON
THE EAST LINE OF SECTION 4; THENCE DEPAR`T'ING FROM THE RAILROAD
RIGHT OF WAY AND'', CONTINUING ALONG THE EAST LINE OF SECTION 4
SOUTH 01 DEGREES', 25 MINUTES 43 SECONDS WEST 165.59 FEET TO THE
POINT OF BEGINNING.
PARCEL D:
A PARCEL OF LAND LOCATED IN THE SOUTH 1/2 OF SECTION 3,
TOWNSHIP 5 SOUTH, RANGE 82 WEST OF THE SIXTH PRINCIPAL
MERIDIAN, EAGLE COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHERLY RIGHT OF WAY OF THE
DENVER AND RIO GRANDE WESTERN RAILROAD AND ON THE NORTH BANK OF
THE EAGLE RIVER FROM WHICH THE SOUTIIWEST CORNER OF SECTION 3
BEARS SOUTH 10 DEGREES 23 MINUTES 36 SECONDS WEST 500.52
FEET; TIIENCE ALONG THE RAILROAD RIGIIT OF WAY NORTH 86 DEGREES
37 MINUTES 36 SECONDS EAST 60.63 FEET; THENCE ALONG A CURVE TO
THE LEFT AN ARC LENGTH OF 609.73 FEET WITIi A RADIUS OF 2964.79
FEET AND A CENTRAL ANGLE OF 11 DEGREES 47 MINUTES 00
SECONDS; THENCE NORTH 74 DEGREES 50 M114U`T'ES 36 SECONDS EAST
2053.52 FEET TO A POINT ON THE WEST LINE OF THE SOUTHEAST 1/4
SECTION 3; THENCE ALONG THE CENTER SECTION LINE NORTH 00
DEGREES 45 MINUTES 59 SECONDS EAST 56.65 FEET; THENCE DEPARTING
FROM THE CENTER SECTION LINE AND CONTINUING AL014G THE RAILROAD
RIGHT OF WAY NORTH 74 DEGREES 48 MINUTES 41 SECONDS EAST 235.93
FEET; THENCE ALONG A CURVE TO THE RIGHT AN ARC LENGTH OF 444.01
FEET, WITH A RADIUS OF 1382.60 FEET AND A CENTRAL ANGLE OF 18
DEGREES 24 MINUTES 00 SECONDS; THENCE ALONG A CURVE TO THE
RIGHT AN ARC LENGTH OF 382.47 FEET, WITIi A RADIUS OF 5679.70
FEET AND A CENTRAL ANGLE OF 03 DEGREES 51 MINUTES 30
SECONDS; THENCE ALONG A CURVE TO THE RIGHT AN ARC LENGTH OF
319.35 FEET WITH 'A RADIUS OF 905.40 FEET AND A CENTRAL ANGLE OF
20 DEGREES 12 MINUTES 33 SECONDS TO A POINT ON THE WEST LI14E OF
THE EAST 1/2 SOUTHEAST 1/4 SECTION 3; THENCE DEPARTING FROM THE
RAILROAD RIGHT OF WAY AND CONTINUING ALONG THE WEST LINE OF THE
EAST 1/2 SOUTHEAST 1/4 SECTION 3 SOUTH 00 DEGREES 27 MINUTES 59
SECONDS WEST 72.00 FEET TO THE NORTH BANK OF THE EAGLE
RIVER; THENCE DEPARTING FROM THE WEST LINE OF THE EAST 1/2
SOUTHEAST 1/4 SECTION 3 AND CONTIIIUIIIG ALONG TIIE NORTH BANK OF
THE EAGLE RIVER NORTH 59 DEGREES 45 MINU'T'ES 46 SECONDS WEST
193.28 FEET; THENCE NORTH 80 DEGREES 17 MINUTES 43 SECONDS WEST
196.15 FEET; THENCE SOUTH 85 DEGREES 22 MINUTES 49 SECONDS WEST
411.02 FEET; THENCE SOUTH 68 DEGREES 55 MINUTES 22 SECONDS WEST
254.10 FEET; THENCE NORTH 75 DEGREES 51 MINUTES 32 SECONDS WEST
102.36 FEET; THENCE SOUTH 22 DEGREES 56 MINUTES 44 SECONDS WEST
328.27 FEET; THENCE SOUTH 55 DEGREES 44 MINUTES 10 SECONDS WEST
255.99 FEET; THENCE NORTH 84 DEGREES 59 MINUTES 43 SECONDS WEST
432.05 FEET; THENCE SOUTH 75 DEGREES 38 MINUTES 23 SECONDS WEST
444.81 FEET; THENCE SOUTH 60 DEGREES 24 MINUTES 08 SECONDS WEST
542.07 FEET; THENCE NORTH 79 DEGREES 56 MINUTES 14 SECONDS WEST
417.17 FEET; THENCE SOUTH 86 DEGREES 49 MINUTES 25 SECONDS WEST
242.25 FEET; THENCE SOUTH 71 DEGREES 36 MINUTES 56 SECONDS WEST
232.12 FEET; THENCE NORTH 64 DEGREES 08 MINUTES 32 SECONDS WEST
382.04 FEET TO THE POINT OF BEGINNING.
f `� �'►� �ZGY /.,,rye j ��-✓� �� �1��'
INTERGOVERNMENTAL Vii" p
AGREEMENT
.e
THIS AGREEMENT is entered into on / i ,
1
1991, by and between the TOWN OF VAIL, Colorado, a Colorado
e
municipal corporation ( "Vail ") , the TOWN OF AVON, A Colorado
s
municipal corporation ( "Avon ") , the EAGLE -VAIL METROPOLITAN
DISTRICT, a Colorado quasi - municipal corporation ( "Eagle - Vail ") ,
the BERRY CREEK METROPOLITAN DISTRICT, a Colorado quasi- municipal
Ld
corporation (" Berry Creek "), the BEAVER CREEK METROPOLITAN
DISTRICT, a Colorado quasi - municipal corporation ( "Beaver Creek ") ,
the ARROWHEAD METROPOLITAN DISTRICT, a Colorado quasi - municipal
corporation ( "Arrowhead) , and EAGLE COUNTY, COLORADO, a Colorado
body politic ( "Eagle County); (collectively "the parties ").
1. PURPOSE
A) This Agreement is entered into pursuant to C.R.S.
29 -1 -201, et sec!
B) The parties, by entering into this Agreement, wish
.1
to establish an [independent governmental entity to purchase from
)f
Vail, manage, and develop a parcel of land located in Eagle County,
it
and more particularly described in "Exhibit All attached and
ie
incorporated in this Agreement by reference ( "Berry Creek Parcel ") .
)f
C) The primary use of the land shall be for open space
r
and recreation.
D) The independent governmental entity which shall be
>e
formed as a result of this Agreement shall be known as the Eagle
County Recreation Authority.
2. TERMS OF AGREEMENT
This Agreement shall exist in perpetuity, unless
terminated by the mutual agreement of the parties or operation of
law.
3. EAGLE 'COUNTY RECREATION AUTHORITY
Therejis hereby created an independent governmental
entity to be known as the "Eagle County Recreation Authority" ( "the
)f
Authority "). The Authority shall be an independent governmental
entity separate and distinct from each of the parties.
1
4. PURCHASE OF BERRY CREEK PARCEL
As soon as is practical after the formation of the
Authority by the execution of this Agreement by the parties, the
Authority 'shall enter into a purchase and sale contract with Vail
for the purchase of the Berry Creek Parcel. The purchase and sale
contract shall be substantially in the form attached hereto as
"Exhibit A ".
5. OWNERSHIP INTERESTS
The parties ownership in the Authority, its property and
assets shall be as follows:
A) VAIL - 60%
s) AVON - 6%
C) EAGLE COUNTY - 11%
E
D) BERRY CREEK - 6.5%
E) ARROWHEAD - 5%
U( F) EAGLE -VAIL - 6.5%
V G) BEAVER CREEK - 5%
As consideration for its interest in the Authority, Vail shall
discount the purchase price for the Berry Creek Parcel by 60% of
its agreed upon value. In addition, Vail shall pay 60% of total
annual maintenance and operation costs, and capital costs of the
Authority not directly attributable to the Authority's purchase of
the Berry Creek Parcel from Vail. As consideration for their
respective ownerships in the Authority, its property and assets,
the other parties shall pay the following portion of the purchase
price of the Berry Creek Parcel:
A) AVON - 15%
B) EAGLE COUNTY - 27.5%
C) BERRY CREEK - 16.25%
D) ARROWHEAD - 12.5%
E) EAGLE -VAIL - 16.25%
F) BEAVER CREEK - 12.5%
In addition, the parties shall pay the following portion of
the annual maintenance and operation costs, and capital costs of
the Authority:
2
A)
AVON - 6%
B)
EAGLE COUNTY
- 11%
C)
BERRY CREEK
- 6.5%
D)
ARROWHEAD -
5%
E)
EAGLE -VAIL -
6.5%
F)
BEAVER CREEK
- 5%
6. GOVERNING BOARD
The Authority shall be administered by a governing board
of seven(7) members. Each party shall appoint one (1) member and
one alternate. The alternate shall have the right and power to
represent each party in the absence of the designated member. Each
appointee and alternate and their terms of appointment shall be at
the sole discretion of the appointing party. All vacancies on the
board shall be filled by the appointing party.
7. MEETINGS OF THE BOARD
A) The board shall provide for regular quarterly
meetings at a time and place fixed by resolution of the board.
B) The board may conduct special meetings from time to
time, as the board determines may be necessary.
8. VOTING
A majority of the members of the board shall constitute
a quorum for the purpose of transacting business. All action of
the boarld shall require the affirmative votes of a majority of the
board members present representing at least two - thirds (2/3) of the
interest in the Authority as provided in paragraph 5 hereof.
Notwithstanding the foregoing, the following actions of the board
shall require the affirmative vote of a majority of all board
member's; representing two - thirds (2/3) of the interest in the
Authority as provided in paragraph 5 hereof.
A) any action affecting the way in which the Berry
Creek Parcel is to be used; or
B) any action which results in the sale of the Berry
Creek Parcel.
C) approval of the budget
D) amendment of this agreement
3
9. BYLAWS
The board may adopt such bylaws, rules, and regulations
as necessary for the conduct of its meetings and affairs.
10. OFFICERS
The board shall elect a chairman and vice chairman from
its members, and shall appoint a secretary who may, but need not be
a member of the board. The chairman shall sign all contracts on
behalf of the Authority, and shall perform such other duties as may
be imposed by the board. The vice chairman shall perform all of
the chairman's duties in the absence of the chairman. The
secretary shall take minutes of all board meetings, and perform
such other duties as may be imposed by the board.
11. EMPLOYEES
The board shall have the power to appoint and employ
whatever' employees it deems necessary for the purpose of providing
for the maintenance and operation of the property and all
facilities which are or may be constructed thereon. In addition,
the board may appoint and employ such other persons for the purpose
of providing professional, technical, or consulting services as may
be necessary for the purposes of this Agreement.
12.' POWERS
The Authority shall exercise the powers which are common
to the individual parties and all incidental implied, expressed, or
necessary powers for the accomplishment of the purposes of this
agreement. The Authority shall not have the power to levy taxes.
The Authority may exercise the following specific powers:
A) To make and enter into contracts, including those
with the parties, for goods or services.
B) To employ all necessary personnel.
C) To acquire, construct, manage, maintain, or operate
any buildings, improvements, or other facilities.
D) To acquire, lease, hold, mortgage, or dispose of
real or personal property.
E) To sue and be sued in its own name.
F) To incur debts, liabilities, or obligations,
4
provided that no debt, liability, or obligation shall constitute a
debt, liability, or obligation of any of the individual parties.
G) To apply for, accept, receive, and disburse grants,
loans, and other aid from any governmental entity or political
subdivision.
H) To invest any unexpended funds that are not
required for the immediate operation of the Authority, as the
Authority deems is advisable in accordance with the laws of the
State of Colorado.
I) To carry out and enforce all provisions of this
Agreement.
13. ORGANIZATION OF THE AUTHORITY
As soon as practical after the date of this Agreement,
the parties shall appoint the members of the board as set forth in
this Agreement. As soon as practical after such appointment, the
board members shall schedule and conduct an organizational meeting
at which time the board shall provide for a set date, time, and
place for its regular meetings, and shall elect the officers as set
forth in this Agreement.
14. AUTHORITY FUND
The board shall establish an Authority fund to account
for all financial transactions of the Authority in accordance with
generally accepted accounting principles.
15.' ANNUAL BUDGET
The board shall adopt an annual budget for maintenance
and operations costs and capital costs no later than August 1 each
year.
16. ALLOCATION OF COSTS
After adoption of the annual budget, the Authority shall
furnish each of the parties an estimate of the total annual
maintenance and operations costs, and capital costs of the
Authority. The costs shall be allocated and funding contributed in
accordance with the percentages set forth in paragraph 5 of this
Agreement.
The total annual allocation shall be based on actual
5
costs of the operation of the Authority for each fiscal year.
During the first year, the total allocation to the
parties for maintenance and operation costs, and capital costs
shall not 'exceed twenty five thousand dollars ($25,000.00). No
single party shall have a cost allocated in excess of two hundred
fifty dollars ($250.00) for each one percent (1 %) of the respective
parties ownership interest.
17. PAYMENT OF COSTS
Beginning on the tenth (10th) day of first (1st) month of
the first fiscal year, and continuing on the tenth (10th) day of
each month in advance for each fiscal year thereafter, each of the
parties agrees to pay the Authority its allocated share of the
total estimated annual costs and expenses. The Authority shall
submit to each of the parties a final detailed statement of the
actual costs and expenses for each fiscal year allocated in the
same manner as estimated expenses were allocated within three (3)
months after the close of each fiscal year. Should such statement
indicate that actual costs and expenses for the fiscal year
exceeded estimated costs and expenses, each of the parties shall
pay its allocated share of such increase to the Authority within
thirty (30) days of receipt of the final detailed statement. if
the final detailed statement of actual costs and expenses for the
fiscal year is less than the estimated annual costs and expenses,
the Authority shall refund the allocated amount of the excess
monies received by it within one hundred twenty (120) days after
the close of the fiscal year.
18. SOURCES OF FUNDS
Each party shall provide the funds required to be paid by
or to the Authority of this Agreement from any source of funds
legally available to each respective party.
19.1 WITHDRAWAL FROM AUTHORITY
Should any party no longer wish to participate in the
Authority, and therefore fail to make its allocated contribution to
the Authority, and such failure is not cured within one hundred
twenty (120) days of written notification thereof, the withdrawing
Gj
party shall no longer be a member of the Authority and shall lose
all right, title, and interest in the Authority, its property and
assets. All contributions made by the withdrawing party shall
remain the property of the Authority and shall not be refunded to
the withdrawing party. Upon the withdrawal of any party, its
interest !in the Authority, and the Authority's property and assets
may be assumed by any of the remaining parties, other than Vail, in
proportion to the interests held by each respective remaining party
in the Authority on the date of withdrawal. If less than all the
remaining parties wish to assume a withdrawing party's interest,
the parties exercising the right to assume such interest shall be
entitled to assume the interest of the remaining parties not
choosing to exercise such right. Upon the assumption of a
withdrawing party's interest, a remaining party shall assume and be
responsible for the withdrawing party's portion of the purchase
price of the Berry Creek Parcel, and, in addition, for the
withdrawing party's portion of the annual maintenance and operation
costs, and capital costs of the Authority owing subsequent to the
date of non-payment. Should the remaining parties assume less than
one hundred percent (1000) of the withdrawing party's interest,
Vail shall then forgive whatever portion of the withdrawing party's
payment of the purchase price which is not so assumed, and shall be
responsible for whatever portion remaining of the annual
maintenance and operating costs, and capital costs owing subsequent
to the date of non - payment which is not so assumed. Thereupon Vail
shall assume and be entitled to the proportion of the withdrawing
party's interest in the Authority's property and assets which is
equivalent to the amount of the purchase price forgiven and annual
maintenance and operating costs, and capital costs assumed.
20. DISPOSITION OF ASSETS
Upon the sale of the Berry Creek Parcel and all
improvements thereon, and any other property or assets of the
Authority, all consideration received by the Authority for such
sale shall be within a reasonable time distributed to the parties
in the same proportion as each respective parties ownership
interest on the date of such sale.
21. MISCELLANEOUS PROVISIONS
A) Any notice required hereunder shall be in writing
and shall be sufficient if deposited in the United States, Vail,
postage prepaid to:
THE BERRY CREEK PARCEL AUTHORITY
TOWN COUNCIL
TOWN OF VAIL
75 S. FRONTAGE RD.
VAIL, CO 81657
TOWN COUNCIL
TOWN OF AVON
POB 975
AVON, CO 81620
BOARD OF DIRECTORS
EAGLE -VAIL METROPOLITAN DISTRICT
POB 35
AVON, CO 81620
BOARD OF DIRECTORS
BERRY CREEK METROPOLITAN DISTRICT
POB 1640
VAIL, CO 81658
BOARD OF DIRECTORS
BEAVER CREEK METROPOLITAN DISTRICT
POB 976
AVON, CO 81620
BOARD OF DIRECTORS
ARROWHEAD METROPOLITAN DISTRICT
POB 69 (c /o Arrowhead @ Vail)
EDWARDS, CO 81632
BOARD OF COUNTY COMMISSIONERS
EAGLE COUNTY
POB 850
EAGLE, CO 81631
B) This Agreement may be amended only by a written
document signed by the parties.
C) In the event any provision of this Agreement is
determined to be illegal or invalid for any reason, all of the
provisions of this Agreement shall remain in full force and effect
unless and until otherwise determined.
D) The legality of any provision of this Agreement
shall in no way effect the legality and enforceability of any other
provisions of the Agreement.
X
22. SUCCESSORS
This Agreement shall be binding upon and shall inure to
the benefit of the successors of the parties.
23.I ASSIGNMENT
No party shall assign any of the rights nor delegate any
of the duties created by this Agreement without the written consent
of the other parties.
TOWN OF VAIL, a Colorado
municipal corporation
B Y:"t�
Rondall V. Phillips, Tafwn Manager
TOWN OF AVON, a Colorado
municipal corporation
By:-`-
r
I
EAGLE -VAIL METROPOLITAN DISTRICT, a Colorado
quasi- municipal corporation
BERRY CREEK METROPOLITAN DISTRICT, a Colorado
quasi- municipal corporation
By:
1 �-
BEAVER CREEK METROPOLITAN DISTRICT, a Colorado
quasi - municipal corporation
By:
9
ARROWHEAD METROPOLITAN DISTRICT, a Colorado
quasi - municipal corporation
By
L
EAGLE COUNTY, COLORADO, a Colorado
body politic
By:
C: \Sh.ERGCV.AGR
10
.v
Aft
THE BERRY 'CREEK PARCEL AUTHORITY
TOWN COUNCIL
TOWN OF VAIL
75 S. FRONTAGE RD.
VAIL, CO 81657
TOWN COUNCIL
TOWN OF AVON
POE 975
AVON, CO 81620
BOARD OF DIRECTORS
EAGLE -VAIL METROPOLITAN DISTRICT
POE 35
AVON, CO 81620
BOARD OF DIRECTORS
BERRY CREEK METROPOLITAN DISTRICT
POE 1640
VAIL, CO 81658
BOARD OF DIRECTORS
BEAVER CREEK METROPOLITAN DISTRICT
POE 976
AVON, CO 81620
BOARD OF DIRECTORS
ARROWHEAD METROPOLITAN DISTRICT
POE 69 (c /o Arrowhead @ Vail)
EDWARDS, CO 81632
BOARD OF COUNTY COMMISSIONERS
EAGLE COUNTY
POE 850
EAGLE, CO 81631
11
EXHIBIT A
Tho primed portionr 41 this form a rasd br t
Colorado Real EstateiCommission (�'.I3S3 S /pi
THIS IS A LEGAL INSTRUMENT. IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL. SHOULD BP CONSULTED BEFORE SIGNING.
VACANT LAND
CONTRACT TO BUY AND SELL REAL ESTATE
Seller's remedy Liquidated Damages or Specific Performance
(Section 16)
,19
1. PARTIES AND PROPERTY. Eagle .County Recreation Authority
purchasers) IPu►chaserl, (as joint tenants /(enants in common) agrees to buy, and the undersigned seller(s) (Seller], agrees
to sell, on the terms and conditions set forth in this contract, the following described real estate in the County of
Eagle , Colorado, to wit:
Berry Creek Ranch, Filing No. 5 as more specifically set forth on
Exhibit A attached and incorporated into this contract by reference.
known as No.
(Street Address)
(City, State, Zip)
together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances
thereto, all improvements thereon and all attached fixtures thereon, except as herein excluded, and called the Property.
2. INCLUSIONS. The purchase price includes the following items (a) if attached to the Property on the date of this contract:
lighting, healing, plumbing, ventilating, and air conditioning fixtures, 7V antennas, water softeners, smoke /fire /burglar alarms,
security devices, inside telephone wiring and connecting blocks /jacks, plants, mirrors, fluor coverings, intercom systems,
built -in kitchen appliances, and sprinkler systems and controls; (b) if on the Property whether attached or not on the date
of this contract: built -in vacuum systems (including accessories), storm windows, storm doors, window and porch shades,
awning, blinds, scrccns, curtain rods, drapery rods, fireplace inserts, fireplace scrccns, fireplace grates, heating stoves, storage
sheds, all keys and garage door openers including NA remote controls; and (c)
two (2) mobile homes presently located on the property
(d) Water Rights. Purchase price to include the followingwater rights:
5.27 cfs in the Howard Ditch priority no. 385 with an appropriation
date of October 3, 1936, out of the Eagle River in Eagle County Colorado
which shall be conveyed by Quit Claim Deed
(c) Growing Crops. With respect to the growing crops Seller and Purchaser agree as follows:
The above - described included items (Inclusions) are to be conveyed to Purchaser by Seller by bill of sale,
deed or other applicable legal instrument(s) at the closing, free and clear of all taxes, liens and encumbrances, except as
provided in section 10.
]'he following attached fixtures are excluded from this sale:
3. PURCf LASE PRICE AND TERMS. The purchase price shall be S 1010000.00 payable in U.S. dollars by
Purchaser as follows (complete the applicable terms below):
(a) EARNEST MONEY.
i 10.00 and other good and valuable consideration
as earnest money deposit and part payment of the purchase price, payable to and held by
Seller '
broker, in broker's trust account on behalf of both Seller and Purchaser. Broker is authorized to deliver the earnest money
deposit to the closing agent, if any, t or before Glos1ng.
b CASH AT CLOSING. F r ra n 1 for. additional provisions relating to payment
() o�eurchase price
S See Section 20,1 to be paid by Purchaser at closing in cash, electronic transfer funds, certified check, savings and
loan teller's check, or cashier's check. Subject to the provisions of section 4, if the existing loan balance at the time of
closing shall be different from the loan balance in section 3, the adjustment shall be made in cash at closing or paid as follows:
(c) NEW LOAN.
s NA by Purchaser obtaining a new loan.
This loan will be secured by a (1st, 2nd, etc.) NA deed of trust.
The new loan to Purchaser shall be amortized over a period of NA years at approximately S NA
per NA including principal and interest not to exceed NA % per annum, plus, if required by
Purchaser's Icndcr, a deposit of of the estimated annual real estate taxes, property insurance premium, and
mortgage insurance premium. If the loan is an adjustable interest rate or graduated payment loan, the payments and interest
rate initially shall not exceed the figures set forth above.
No C11S3 5/" VACANT LAN,) //FARM AND RANCI I CONI RACT TO BUY & SELL REAL ESTATE I'agc t of n
McAlhtfer uWahing, 502 Main Si., Carbondale, CO 81623 (303)9631027
Loan discount points, if an shall be paid to lender at closing and shall not exceed NA %of the total loan
amount. The first (1, 2, etc.) an loan discount points shall be paid by and the balance, if any,
shall be paid by
Purchaser shall timely pay a loan origination fee not to exceed NA % of the loan amount and Purchaser's loan
costs. Cost of any appraisal for loan purposes to be obtained after this date shall be paid by NA upon loan
application as required by lender.
(d) ASSUMPTION.
$ NA by Purchaser's assuming and agreeing to pay an existing loan in this approximate amount,
presently payable at S NA per NA including principal, interest presently at NA %
per annum, and including escrow for the following as indicated:
❑ real estate taxes, ❑ property insurance premium, ❑ mortgage insurance premium,
and NA . Purchaser agrees to pay a loan transfer fee not to exceed
$ NA At the time of assumption, the new interest rate shall not exceed NA % per annum
and the new payment shall not exceed S NA plus escrow, if any.
Seller ❑ shall ❑ shall not be released from liability on said loan. If applicable, compliance with the requirements
for release from liability shall be evidenced by delivery at closing of appropriate letter from lender. Cost payable for release of
liability shall be paid by NA in an amount not to exceed S NA
(e) SELLER OR PRIVATETIIIRD -PARTY FINANCING.
S by Purchaser executing a promissory note payable to:
on the note form as indicated: (check one box)
❑ Right -to -Cure NTD 82 -11 -83 ❑ No Right -to -Cure WD 81 -11 -83
secured by a (lst,2nd,e1c.) NA deed of trust encumbering the Property, using the form as indicated: (check one box)
❑ Strict Due -on -Sale (TD 72- 11 -83) ❑
❑ Assumable - Not due on Sale (TD 7411 -83) ❑
Creditworthy (TD 73- 11 -83)
The promissory note shall be amortized on the basis of NA years, payable at S NA per
including principal and interest at the rate of % per annum. Payments shall commence
NA and shall be due on the NA
day of each succeeding NA If not sooner paid, the balance of principal and accrued interest shall be
due and payable NA after closing. Payments ❑ shall ❑ shall not be
increased by NA of estimated annual real estate taxes, and ❑ shall ❑ shall not be increased by
of estimated annual property insurance premium.
The loan shall also contain the following terms as indicated: If any payment is not received within NA calendar days
after its due date, a late charge of NA % of such NA payment shall be due. Interest on lender
disbursements under the deed of trust shall be NA % per annum. Default interest rate shall be NA %
per annum.
Purchaser may prepay without a penalty except NA
4. FINANCING CONDITIONS AND OBLIGATIONS.
(a) Loan Application(s). If Purchaser is to pay all or part of the purchase price as set forth in section 3 by obtaining a new
loan or if an existing loan is not to be released at closing, Purchaser, if required by such lender, shall make written application
within NA calendar days from acceptance of this contract. Purchaser shall cooperate with Seller and lender to obtain loan
approval, diligently and timely pursue same in good faith, execute all documents and furnish all information and documents
required by the lender, and, subject to section 3, timely pay the costs of obtaining such loan or lender consent.
(b) Loan Approval, If Purchaser is to pay all or part of the purchase price by obtaining a new loan as specified in section
3, this contract, is conditional upon lender's approval of the new loan on or before NA , 19 NA
If not so approved by said date, this contract shall terminate. If the loan is so approved, but such proceeds are not available to
Purchaser as required in section 5 (Good Funds) at the time of closing, closing shall be extended one time for calendar
days (not to exceed (5) five). If sufficient funds are not then available, this contract shall terminate.
(c) Existing-Loan Review. If an existing loan is not to be released at closing, Seller shall provide copies of the loan
documents (including note, deed of trust, modifications) to Purchaser within NA calendar days from acceptance of this
contract. This contract is conditional upon Purchaser's review and approval of the provisions of such loan documents. Purchaser
consents to the provisions of such loan documents if no written objection is received by Seller or Listing Company from
Purchaser within NA calendar days from Purchaser's receipt of such documents. if the lender's approval of a transfer of
the Property is required, this contract is conditional upon Purchaser's obtaining such approval without change in the terms of
such loan, except as set forth in section 3. If lender's approval is not obtained on or before ,
19 , this contract shall be terminated on such date. If Seller is to be released from liability under such existing loan
and Purchaser does not obtain such compliance as set forth in section 3, this contract may be terminated at Seller's option.
(d) Assumption Balance. If Purchaser is to pay all or part of the purchase price by assuming an existing loan and if the
actual principal balance of the existing loan at the date of closing is less than the amount in section 3 by more than
$ NA then Purchaser may terminate this contract effective upon receipt by Seller or Listing Company
of Purchaser's written notice of termination.
No. CnS3 51'8Q VrNCANT LANDlFARM AND RANCH CONTRACT TO BUY k SELL REAL ESTATE
McAllister KbhXng, 502 Man St., Carbondale, CO 81623 (303)963.1027
Page 2 of 6
(e) Credit, Information. If Purchaser is to pay all or part of the purchase price by executing a promissory note in favor of
Seiler or if an existing loan is not to be released at closing, this contract is conditional upon Seller's approval of Purchaser's
financial ability and creditworthiness, which approval shall be at Seller's sole and absolute discretion. In such case: (1) Purchaser
shall supply to !Seller on or before NA , 19 , at Purchaser's expense, information and
documents concerning Purchaser's financial, employment and credit condition; (2) Purchaser consents that Seller may verify
Purchaser's financial ability and creditworthiness; (3) any such information and documents received by Seller shall be held by
Seller in confidence, and not released to others except to protect Seller's interest in this transaction; (4) if Seller does not
provide written notice of Seller's disapproval to Purchaser on or before NA , 19 , then Seller
waives this condition. If Seller does provide written notice of disapproval to Purchaser on or before said date, this contract shall
terminate.
5. GOOD FUNDS. All payments required at closing shall be made in funds which comply with all applicable Colorado laws.
6. NOT ASSIGNABLE. This contract shall not be assignable by Purchaser without Seller's prior written consent. Except as so
restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and
nssigm of the parties. Purchaser's
7. EVIDENCE OF TITLE. Seiler shall furnish to Purchaser, at 944Klcil(expense, either a current commitment for owner's title
insurance policy in an amount equal to the purchase price or at Seller's choice�i�b UAA- likX*XdlXKffa)"61LXt:rlid4ASM, on
or before October 12 , 19 91 . If a title insurance commitment is furnished, Purchaser may require of
Seller that copies of instruments (or abstracts of instruments) listed in the schedule of exceptions (Exceptions) in the title
insurance commitment also be furnished to Purchaser at Seller's expense. This requirement shall pertain only to instruments
shown of record in the office of the clerk and recorder of the designated county or counties. The title insurance commitment,
together with any copies or abstracts of instruments furnished pursuant to this section 7, constitute the title documents (Title
Documents). Purchascr must request Seller to furnish copies or abstracts of instruments listed in the schedule of exceptions no
later than 5 calendar days after Purchaser's receipt of the title insurance commitment. If Seller furnishes a title
insurance commitment, Seller will have the title insurance policy delivered to Purchaser as soon as practicable after closing and
pay the premium at closing.
8. TITLE. (a) Title Review. Purchaser shall have the right to inspect the Title Documents or abstract. Written notice by
Purchaser of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents or abstract
shall be signed by or on behalf of Purchaser and given to Seller or Listing Company on or before 7 calendar clays after
Purchnscr's receipt of 'title Documents or abstract, or within five (5) calendar clays after receipt by Purchaser of any'l itle
Documcni(s) of endorsemcnt(s) adding new Exception(s) to the title commitment together with a copy of the "Title Document
adding new Exception(s) to title. If Seiler or Listing Company does not receive Purchaser's notice by the dates) specified
above, Purchaser shall be deemed to have accepted the condition of title as disclosed by the Title Documents as satisfactory.
(b) Matters Not Shown by the Public Records. Seiler shall deliver to Purchaser, on or before the date set forth in
section 7, true copies of all Icasc(s) and surccy(s) in Seller's possession pertaining to the Property and shall disclose to Purchascr
all easements, (ices or other title matters not shown by the public records of which Seiler has actual knowledge. Purchaser shall
have the right to inspect the Property to determine if any third party(s) has any right in the Property not shown by the public
records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory
conelition(s) disclosed by Seiler or revealed by such inspection shall be signed by or on behalf of Purchaser and given to Sclle: bK
lli9tlt44k*XI4A► on or before October 18 119 91 . If Seller or Listing Company does not receive
Purchaser's notice by said date, Purchaser shall be deemed to have accepted title subject to such rights, if any, of third parties of
which Purchaser has actual knowledge.
(c) Right to Cure. If Seller or listing Company receives notice of unmerchantability of title or any other unsatisfactory
title condition(s) as provided in subsection (a) or (b) above, Seller shall use reasonable effort to correct said unsatisfactory title
conditions(s) Prior to the date of closing. If Seller fails to correct said unsatisfactory title condition(s) on or before the elate of
closing, this contract shall then terminate, subject to section 17; provided, however, Purchaser may, by written notice received by
Seller or Listing Company on or before closing, waive objection to said unsatisfactory title condition(s).
9, DA'l E OI' ('LOSING. The date of closing shall be October 25 , 19 . 91 or by mutual agreement at an
earlier date. The hour and place of closing shall be as designated by Purchaser and Seller
10. TI ANSFER OF TITLE. Subject to tender or payment on closing as required herein and compliance by Purchaser with the
other terms and provisions hereof, Seller shall execute and deliver a good and sufficient Warranty Deed
decd to Purchaser, on closing, conveying the Property free and clear of all taxes except the general taxes for the year of closing,
and except see Section 20 paragraph 2 for additional exceptions ;
free and clear of all liens for special improvements installed as of the date of Purchaser's signature hereon, whether assessed or
not; except distribution utility easements, including cable TV; except those matters reflected by the Title Documents
accepted by Purchaser in accordance with subsection 8(a); except those rights, if any, of third parties in the Property not shown
by the public records in accordance with subsection 8(b); and subject to building and zoning regulations.
11. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before the time of
settlement from the proceeds of this transaction or from any other source.
12. CLOSING COST'S, DOCUMENTS AND SERVICES. Purchaser and Seller shall pay their respective closing costs at
closing except as otherwise provided herein. Purchaser and Seller shall sign and complete all customary or required documents
at or before closing. Fees for real estate closing and settlement services shall not exceed $ 200.00 and
shall be paid', at closing by
13. PRORATIONS. General taxes for the year of closing, based on the most recent levy and the most recent assessment, rents,
water and sewer charges, owner's association dues, and interest on continuing loan(s), if any, and
shall be prorated to date of closing.
Any sales, use and transfer tax that may accrue because of this transaction shall be paid by NA
No CBS3 5/89 VACANT LAND(FARM AND RANCI I CONTRACT TO BUY R SELL RLLL ESTATE Page 3 of 6
McAllister Publishing, 502 Main St., Carbondale, CO 91623 (3113)963.1027
14. POSSESSION. Possession of the Property shall be delivered to Purchaser as follows:
On the date of the transfer of the deed
subject to the following Icase(s) or tenancy(s):
An oral month to month tenancy with Hillis Acres for a stable and horse
riding business
If Seller, after closing, fails to deliver possession on the date herein specified, Seller shall be subject to eviction and shall be
additionally liable to Purchaser for payment of S NA per day from the date of agreed possession until
possession is delivered.
15. CONDITION OF AND DAMAGE TO PROPERTY. The Property and Inclusions shall be conveyed in their present
condition, ordinary wear and tear excepted. In the event the Property shall be damaged by fire or other casually prior to lime of
chrsinF, in an notount rrf nul more ,hnn tell percent of the total purchase price, Seller shall be obligated to repair the same
before the date of closing. In the event such damage is not repaired within said time or if the damages exceed such sum, this
contract may be terminated at the option of Purchaser. Should Purchaser elect to carry out this contract despite such
damage, Purchaser shall be entitled to credit for all the insurance proceeds resulting from such damage to the Property and
Inclusions, not exceeding, however, the total purchase price. Should any Inclusion(s) or service(s) fail or be damaged between
the date of this contract and the date of closing or the date of possession, whichever shall be earlier, then Seller shall be liable
for the repair or replacement of such Inclusion(s) or service(s) with a unit of similar size, age and quality, or an equivalent
credit, less any insurance proceeds received by Purchaser covering such repair or replacement. The risk of loss for any damage
to growing crops, by fire or other casualty, shall be borne by the party entitled to the growing crops, if any, as provided in section
2 and such party shall be entitled to such insurance proceeds or benefits for the growing crops, if any.
I6. TIME OF ESSENCE /REMEDIES. Time is of the essence hereof. If any note or check received as earnest money
hereunder or any other payment due hereunder is not paid, honored or tendered when due,or if any other obligation hereunder
is not performed or waived as herein provided, there shall be the following remedies:
(a) IF PURCHASER IS IN DEFAULT:
IFTI IE BOX IN SUBSECTION (1) IS CIIIiCKLD, SELLER'S REMEDIES SIIALL BE ASSET FORTII
IN SUBSECTION (1) (SPECIFIC PERFORMANCE]. IF SAID BOX IS NOT CHECKED, SELLER'S
REMEDIES SIIALL BE AS SE. l' FORTH IN SUBSECTION (2) (LIQUIDA'T'ED DAMAGES].
❑ (1) Specific Performance. Scller may elect to treat this contract as cancelled, in which case all payments and things of
value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may
be proper, or Seller may elect to treat this contract as being in full force and effect and Seiler shall have the right to
specific performance or damages, or both.
(2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Purchaser and
retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that
such payments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection (c)) arc
SELLER'S SOLI' AND ONLY RFNIVDY for Purchaser's failure to perform the obligations of this contract. Seller
expressly waives the remedies of specific performance and additional damages.
(b) IF SELLER IS IN DEFAULT:
Purchaser' may elect to treat this contract as cancelled, in which case all payments and things of value received
hereunder shall be returned and Purchaser may recover such damages as may be proper, or Purchaser may elect to treat
this contract as being in full force and effect and Purchaser shall have the right to specific performance or damages, or
both.
(c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any litigation or
arbitration arising out of this contract, the court shall award to the prevailing party all reasonable costs and expense,
including attorney fees.
17. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Purchaser and Seller agree that, in the
event of any controversy regarding the earnest money and things of value held by broker of closing agent, unless mutual written
instructions are received by the holder of the earnest money and things of value, broker or closing agent shall not be
required to take any action but may await any proceeding, or at broker's or closing agent's option and sole discretion, may
interplcad all parties and deposit any moneys or thing of value into a court of competent jurisdiction and shall recover court
costs and reasonable attorney fees.
18. INSPECTION. Purchaser or any designee shall have the right to have inspection(s) of the physical condition of the Property
and Inclusions, at Purchaser's expense. if written notice of any unsatisfactory condition, signed by Purchaser, is not received by
Seller d4-XKtiKWMPC dtrYP(aAJC on or before October 18 , 19 91 , the physical condition of the Property and
Inclusions shall be deemed to be satisfactory to Purchaser. if written notice of any unsatisfactory condition, signed by Purchaser,
is given to Seller WA)4Xk*XX)(*XM0ras set forth above in this section, and if Purchaser and Seller have not reached a written
agreement in settlement thereof on or before October 18 , 19 91 * this contract shall then terminate,
subject to section 17, Purchaser is responsible and shall pay for any damage which occurs to the Property and Inclusions as
a result of such inspection.
No. CBS3 5/89 VAQANT LAND) /FARM AND RANCI I CONTRACT 10 BUY k SELL REAL MATE Page 4 of 6
McAllister Publishing, 502 Mam i., Carbondale, CO 81623 (303)963.1027
e
19. AGENCY DISCLOSURE.
The listing broker, NA
,and its sales agents (Listing Company) represent Seller. The Listing
Company owes duties of trust, loyalty and confidence to Seller only. While the Listing Company has a duly to
treat 1'urrlrnscr honcslly, the Lisling Company is the Sellcr's agent and is acling on behalf of Seller and
not Purrhascr. Ill' S1(;NIMil I11 ;1.OW, PURCIIASI ;It ACKNOWLI7DGUS PRIOR'IIMEILY NOTICE BY
LIST ING OR SELLING COMPANY 'II IAT LIST ING COMPANY IS SELLER'S AGENT.
The selling broker, NA
, and its sales agent% (Selling Company) represent: 11F THE BOX IN
SUBS1iCl ION (h) IS CI IECKI'D, SELLING COMPANY REPRIISEN!'S PURCIIASfiR ONI.Y, AS SET
FOR l'I I IN SUIISECIION (h). IF 'fill- BOX IN SUBSECHON (b) IS NOT ClI CKI:D, SELLIN(;
COMPANY RH'I1 SI;NI:S SELLER ONLY, AS SI 1' FOR111 IN SUBSEC11ON (a).)
(a)�Si(iloix Kd�5ldlllri��C74ifrij ,'ftK1Xt'kifo4 Si'S�s 6631 MiA uudWAi ")wUNA"�X MWmgA: x
>4�xY a�t� roct�.a%,e xx,�ax>Ifrx Ki'cdEXt�l�; ��lS�OKt�QSd4i'G�a�r� %i�C9roA�ilt'ti�4gYeifl`Wir�r� �Kt�'i>?��iiiillt �lk11�K Xt?Sr1?id4x
RiliEK�f iS �HNt HDC)bA>t1CX gii7[�lt� KQ9 R�XO;�f� �+Jf�I4NCxVV� lllt�ff k'!41<I��.� �hi2K'W�iE� l4x'xf�IxL�ai�x
Lx)(�.i01A1D4 X AA IVX R 8H gGfJ� KX ISDlIti>yM;f9� X9t8�4i1�'S aA?(1i_�Q�I K
D (b}'�ir'fr?4�it�dfx Mx�K �bli >rixt2l►14i'.4iE2lX�'!i� ISX41'ir'4��friS �6'ivlE3t �lSr`t�4>61f �34;4i5 �`>s6b�SP4d'e1,2�t�Y1'td4�i�4x
"'X m� itibxlle? Ilid 'gK"A6mvw4tfri'gxx� >hK .Wxx
F K �E K�S i'�ir� rlk;1 �SXifoi X!(Eggga ��X X X� WIFE 1< �iNf P4KiV 1P xXirt lCKilt1'1��P3�4►it4 � X1b1�if4� KPtK.x �'x
2Sl4KK1'tJIX K��FXPSdKp[>�NK K4tK KaP5�4>t1�QS01XkKlt>��S�K�f'.
20. ADDITIONAL PROVISIONS:
Additional provisions relating to purchase price are as follows:
The remainder of the purchase price shall be paid by the Purchaser in
forty (40) semi -annual installments which shall be equivalent to forty
percent (40%) of the principle and interest payments to be made by
Seller on the "Town of Vail Sales Tax Revenue Bonds Series of 1991"
( "the bonds ") which shall be issued by the Seller to finance its
purchase of the real estate described in paragraph 1 hereof. The date
and amount of said payment shall be approximately as set forth in
Exhibit B attached and incorporate herein by reference. The Purchaser
and Seller understand, however, that until the closing of the bonds
the true interest rate payable by Seller shall not be finally
determined. The Purchaser agrees to make the payments required by this
section in an amount reflecting the true interest rate which shall in
no event increase the Purchaser's payments as set forth in Exhibit B in
amount more than ten percent (10 %). The Purchaser and Seller further
understand that there shall be a debt service reserve fund created from the
bonds proceeds and that the interest from such fund shall be credited
to the Authority's payments as set forth in the footnotes of Exhibit B. The
provisions of this paragraph and all other provisions of this contract which
can not be performed prior to closing shall survive the closing and transfer
of the deed and shall be enforceable at law or in equity.
2. Additional exceptions to free and clear Title are as follows:
a) The right of the Town of Avon and the County of Eagle to purchase
an interest in the property as more specifically set forth in a
contract dated March 19, 1990 attached as Exhibit C and
incorporated herein by reference.
b) Exceptions as listed in Exhibit D attached and incorporated
herein by reference.
c) An agreement to grant an easement on the property to the June
Creek Ranch Company attached as Exhibit E and incorporated
herein by reference.
21. RECOMMENDATION OF LEGAL COUNSEL. By signing this document, Purchaser and Seller acknowledge that the
Selling Company or the Listing Company has recommended that Purchaser and Seller obtain the advice of their own legal
counsel regarding examination of title and this contract.
22.'1 ERMINA'I ION. In the event this contract is terminated, all payments and things of value received hereunder shall be
returned and the parties shall be relieved of all obligations hereunder, subject to section 17.
VC11.C3 5/89 %'ACANI` LANDIrARM /ENO RANCII CONTRACT TO BUY A SPILL MAL MATE Page 5 of 6
AIhNCf ubinhln& 502 Main Si., Carbondale, CO 81623 (303)963.1027
IN WITNESS WHEREOF, the parties have signed this agreement on
TOWN OF VAIL EAGLE COUNTY RECREATION AUTHORITY,
Seller Purchaser
By: By:
Kent R. Rose
Mayor President
Pop a of 6
a
EXHIBIT A
PARCEL A
A parcel of land located in the W 1/2 Of Section 4 and the
NE 1/4 of Section 5,
Township 5 South, Range 82 Wont of the
Sixth Principal Meridian, County of Eagle, state
of Colorado.
More particularly described an follows;
Beginning at a point on the southerly right-of-way for
Interstate Highway 70 from which the northwest corner of said •
Section 4 bears, N. 30 degrees 37120*W.
2103.11 feet; S.
thence
58 degrees 13130"E. along the I -70 right-of-way line 318.59
41
feet; thence departing from the 1-70 right -of -way S. 41 degrees
58143"W. 141.00 feet; thence
S. 48 degrees 01117'E. 150.00
feet; thence N. 41 degrees 58'43*E. 150.00 feet to
a point on
the 1-70 right-of-way; thence continuing along the 1-70
right-of-way 128.41 feet along the arc of a non-tangent curve to
the right having a radius of 2126.80 feet
whose chord bears S.
44 degrees 56'42"E. 128.39 feet; continuing along said
right-of-way line, S. 40 degrees 41'30'E. 289.10 feet,
continuing along said right-of-way line, S. 39 degrees 28'00"E.
296.10 feet;
continuing along said right-of -way S. 43 degrees
53'30"E. 366.70 feet;
continuing along the arc of a tangent
curve to the left 540.50 feet having a radius of 1787.00 feet,
whose chord bears S. 54
degrees 15'22"E. 538.45 feet to a point
on the atline of the SW 1/4 Section 4; thence departing from
•
the Interstate 70 right-of-way and continuing along the east
line
of the SW 1/4 Section 4 S. 01 degrees 23'01*W. 1372.38 feet
to a point on the northerly right-of-way of the
Denver and Rio
Grande Western Railroad; continuing along said right-of-way
72.81 feet along the arc of a non-tangent curve to the left
having a radius of 1810.00 feet whose
chord bears N. 67 degrees
23140"W. 72.80 feet; thence continuing along said right-of-way
N. 66 degrees 14'31"W. 1553.35 feet; continuing along said
right-of-way N. 89 degrees 44'20"W. 121.64 feet; continuing
along said right-of-way 1671.11 feet along the arc of a
non-tangent curve to the right having a radius of 1860.00 feet
whose chord bears N. 38 degrees 11159*w. 1615.47 feet;
continuing along said right-of-way N. 12 degrees 27'40"W. 171.74
feet; continuing along said right-of-way N. 01 degrees
25133"E.
130.18 feet; continuing along the said right-Of-way N.
15 degrees 23'59*W. 299.69 feet to a point on the easterly side
of the State Highway No. 6 access road right-of-way; thence
continuing along the access road right-of-way N. 77 degrees
39101'E. 16'.50 feet; continuing along said right-of-way N. 73
degrees 27'30*E. 220.57 feet; continuing along said
right-of-way 141.69 feet along the arc of a tangent curve to the
Continued on next page
M
fthibit
Page 2 0_ a
Jeft hav#991j "rEad111.31 77.50 eat w}�ose ebord bears N. S8
agrees 3 eat; t ante eparting from the access
road right -of -way S. 55 degrees 16'12 "E. 400.00 feet; thence N.
35 degrees 17'28 "E. 480.81 feet; thence N. 70 degrees 21'00 "W.
285.47 feet; thence N. 86 degrees 45100 "W. 148.20 feet to a
point on the State Highway No. 6 access road tight -of -way;
thence N. 25 degrees 27'30 "E. 27.00 feet to a point on the
Interstate 70 right -of -way; thence along the Interstate 70
right -of -way S. 66 degrees 45'00'E. 141.60 feet; thence
continuing along said right -of -way S. 70 degrees 21100 "E. 550.2a
feet, to the point of beginning.
PARCEL B
A parcel, of land located in the northwest quarter of the
southwest quarter of Section 4, Township 5 South, Range 82 West
of the Sixth Principal Meridian, Eagle County, Colorado, more
particularly described an follows:
Beginning at a point on the west line of Section 4 from
which the southwest corner of the NW 1/4 of SW 1/4 of Section 4
bears S. 01 degrees 25'33 "W. 254.00 feet; thence along the west
line of Section 4 N. 01 degrees 25'33 "E. 802.17 feet to a point
on the southerly right -of -way of the Denver Rio Grande and
Western Railroad; thence departing from the west line of
Section 4 and continuing along the railroad right -of -way along a
curve to the left an arc length of 1378.34 feet,'having a
radius of 1960.00 feet, a central angle of 40 degrees 17133" and
a chord bearing S. 38 degrees 17'02 "E. 1350.12 feet to a,point
on the south line of the NW 1/4 of SW 1/4 Section 4; thence
departing from the railroad right -of -way and continuing along
the south line of the NW 1/4 of SW 1/4 N. 89 degrees 44120 "W.
322.76 feet to the centerline of the Eagle River; thence
departing from the south line of the NW 1/4 of SW 1/4 and
continuing along the centerline of the Eagle River the following
four (4) courses:
1) N. 10 degrees 44'20 "W. 123.00 feet;
2) N. 62 degrees 28'45 "W. 181.07 feet;
3) N. 87 degrees 55'51 "W. 209.11 feet;
4) N. 72 degrees 34'27 "W. 148.00 feet;
to the point of beginning.
y.
• t
ft +
f
W
• ' ��� �i38k8��i°8�8l�����$8�8��� ms���F3S�FS R������� 6 R� �
C4 C4
co
�� z e
EXHIBIT C
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE COUNTY OF EAGLE
AND
TOWN OF AVON
AND
TOWN OF VAIL
THIS INTERGOVERNMENTAL AGREEMENT is made and entered into this % day of
19e?o , by and among the County of Eagle, State of Colorado,
a body corporate and politic, by and through its Board of County Commissioners,
hereinafter referred to as the "County;" and the Town of Vail, State of Colorado, a
municipal corporation, by and through its Town Council; and the Town of Avon, State
of Colorado, a municipal corporation, by and through its Town Council.
RECITALS
A. The Town of Vail intends to use its best efforts to purchase the parcel of
land commonly referred to as the Berry Creek Subdivision, 5th Filing, and as more
specifically described in Exhibit A attached hereto and by this reference made a
part hereof ( "Berry Creek parcel ").
B. In addition, the Town may use its best efforts to purchase the parcel of
land commonly referred to as the Miller Ranch located near Edwards, Colorado, and
more specifically described in Exhibit B attached hereto and by this reference made
a part hereof ("Miller parcel ").
C. Should the Town of Vail obtain title to the Berry Creek parcel, the Town
wishes to sell and the County wishes to purchase the Berry Creek parcel under the
terms and conditions set forth in this Agreement.
D. Should the Town obtain title to the Berry Creek parcel and the Miller
parcel, the Town wishes to sell and the County wishes to purchase both the Berry
Creek and the Miller parcels under the terms and conditions set forth in this
Agreement.
E. This Intergovernmental Agreement is authorized pursuant to Section
29 -1 -201, et Seq., C.R.S.
Now, therefore, for and in consideration of the mutual covenants, conditions, and
promises contained herein, the parties hereto agree as follows:
1. The Town of Vail agrees to use its best efforts to purchase the Berry Creek
parcel upon terms and conditions acceptable to the Town of Vail.
2. The Town of Vail may use its best efforts to acquire the Miller parcel upon
terms and conditions acceptable to the Town of Vail. In the event the Town of Avon
or the County or both have purchased an interest in the Berry Creek parcel pursuant
to paragraph 9l before acquisition of the Miller parcel by the Town of Vail, then the
following provisions shall apply to any subsequent purchase of the Miller parcel.
A. If negotiations are commenced between any of the parties to this
Agreement and the owner of the Miller parcel for the purchase of the Miller parcel,
that party shall notify the other parties within five (5) days of such
commencement. Either or both of the other parties shall have the right to
participate in the negotiations if they so desire.
B. The negotiating parties shall attempt in good faith to agree on terms
and conditions of purchase which are acceptable to all the parties. If after a
reasonable period of time agreement can be reached between the owner of the Miller
parcel and the negotiating parties or any two of the negotiating parties, they shall
enter into a contract to purchase the Miller parcel which shall provide that each
purchasing party shall be entitled to an equal share of ownership in the Miller
parcel as a tenant in common, and each party shall be obligated to pay an equal
portion of the purchase price at the closing of the sale.
C. If after a reasonable period of time and a good faith attempt, all or
any two parties participating in negotiations for the purchase of the Miller parcel
are unable to agree upon the terms and conditions of purchase, then any party which
wishes to accept Seller's final offer shall be entitled to do so and proceed with
the purchase of the Miller parcel.
3. The County shall hire bond counsel and a financial consultant to provide
consultation to the parties relating to the financing of the Berry Creek and /or
Miller parcel's and shall hire a planner to give advice to the parties regarding the
planning and development of either the Berry Creek parcel or the Berry Creek and
Miller parcel's for recreation and employee housing.
4. The 'Town of Vail shall hire the services of special real estate counsel to
provide consultation to the parties regarding the acquisition of the Berry Creek
parcel or the Berry Creek and Miller parcels.
5. The parties agree to equally share the costs of the consultants described
in paragraphs 3 and 4 up to the following maximum amounts:
Bond counsel and financial consultant - $15,000
Land use planner - $7,500
Real estate counsel - $15,000
-2-
6. The County shall hold an election in the spring of 1990 ( "the election ") to
place the issue before the registered voters of Eagle County of whether or not to
increase the County general fund mill levy in a sufficient amount for the County to
purchase the Berry Creek parcel or the Berry Creek and Miller parcels, whichever is
applicable, and to develop either the Berry Creek parcel or the Berry Creek and
Miller parcels for the purposes of employee /affordable housing and recreation.
7. The County, the Town of Avon, and the Town of Vail agree to cooperate in
presenting and explaining the need and rationale for the purchase of the Berry Creek
or Berry Creek and Miller parcels and for their future development as
employee /affordable housing and recreation.
8. If at the election, the registered voters of Eagle County approve an
increase in the County general fund mill levy in a sufficient amount for the County
to purchase the property and develop the property for employee /affordable housing
and recreational purposes, the County shall purchase the property from the Town of
Vail for a purchase price equal to the price paid by the Town of Vail for the Berry
Creek parcel or the Berry Creek and Miller parcels, plus loan carrying costs (e.g.,
loan fees, debt service, etc.) and other direct costs incurred by the Town of Vail
to purchase and hold either the Berry Creek parcel or the Berry Creek and Miller
parcels to the time of purchase by the County. If the Town of Vail purchases the
Berry Creek parcel or the Berry Creek and Miller parcels with cash on hand rather
than borrowed funds, the County shall purchase the property form the Town of Vail
for a purchase price equal to the price paid by the Town of Vail for the Berry Creek
parcel or Berry Creek and Miller parcels and interest thereon at the rate of eight
and one -half percent interest (8.5%) per annum until the time of purchase by the
County.
9. If at the election, the registered voters of Eagle County do not approve an
increase in the County general fund mill levy in a sufficient amount for the County
to purchase the Berry Creek parcel or the Berry Creek and Miller parcels and develop
the property for employee /affordable housing and recreational purposes, then the
County shall have no obligation to purchase the Berry Creek parcel or the Berry
Creek and Miller parcels, from the Town of Vail. However, the County and the Town
of Avon may purchase an interest in the Berry Creek parcel or the Berry Creek and
Miller parcels, whichever is applicable, as follows:
A. If either the County or the Town of Avon wish to purchase the property
without contribution from or participation by the other, then the purchasing
-3-
government shall be obligated to purchase a fifty percent (50 %) interest in the
property as a',tenant -in- common.
B. If both the County and the Town of Avon wish to purchase interests in
the property, they shall be obligated to purchase a one -third (1/3) interest each as
a tenant -in- common.
C. The purchase price to the Town of Avon or the County shall be the
appropriate percentage of all costs and expenses the Town of Vail has expended in
the purchase,', development, and maintenance of the property up to the date and time
of purchase, including by way of illustration and not limitation, purchase price,
development costs, all fees paid to design and planning consultants and special
legal counsels subsequent to the election, costs of planning, designing, and
constructing any improvements on the property, and all finance carrying costs (e.g.,
loan fees, debt service, etc.).
D. If the Town of Avon or the County wish to purchase a share in the
Berry Creek parcel or the Berry Creek and Miller parcels, as the case may be, as
provided for in this paragraph, they shall do so within five (5) years of the date
of the certification of the election results by giving written notice to the Town of
Vail of their', intention to so purchase. Closing of the purchase of the Berry Creek
parcel or the Berry Creek and Miller parcels by the Town of Avon or the County, as
the case may be, shall occur no later than sixty (60) days after the giving of such
notice. It is understood by the parties that should the Town of Vail own both the
Berry Creek parcel and the Miller parcel, the Town of Avon or the County shall be
required to purchase the specified interest in both parcels. Should the Town of
Avon or the County fail to purchase any interest in the property within five (5)
years of the date of the certification of the election results, the right to do so
shall immediately terminate.
10. During any period of time the Town of Vail is the sole owner of the
property, it may make all decisions regarding the property, including by
illustration and not limitation, financing, maintenance, and development, which it
in its sole discretion deems proper. In addition, the Town of Vail shall have the
right to sell the property if it determines, in its sole discretion, such sale is
appropriate, during any period of time it is the sole owner of the property
including the period of time prior to the election or after the election,
notwithstanding the right to purchase shares of the Berry Creek parcel or Berry
Creek and Miller parcels given the County and the Town of Avon in paragraph 9 of
this Agreement. In the event the Town of Vail sells the property prior to the
-4-
election, costs of consultants paid by the County and the Town of Avon pursuant to
paragraph 5 shall be refunded to them.
11. In the event the Berry Creek parcel is owned by more than one (1)
government, each owner will appoint two (2) representatives to form a committee to
manage and develop the property. No owner shall pledge, sign, or otherwise transfer
or convey its interest in the property without the expressed written consent of all
the other owners. No owner shall have the right of partition unless otherwise
mutually agreed to by all owners. No owner shall have the right to sign any
petition for an annexation or an annexation election or petition for inclusion in
any special district without the mutual consent of all the owners. The committee
shall establish bylaws for the management and development of the property and shall
have the right', if they deem it in the best interest of the owners, to recommend to
the owners and the owners may take all steps necessary to establish a separate
entity for the ownership, management, and development of the property. In the event
the members of the committee fail to agree as to any question affecting the Berry
Creek parcel, the question immediately be submitted for a joint determination by the
governing bodies of all owners.
12. In the event the voters fail to approve an increase in the mill levy to
purchase the Berry Creek parcel, the parties agree to share equally the following
costs which are in addition to the costs set forth in paragraph 5 of this Agreement:
A. A bond counsel fee as compensation for providing services directly
related to the mill levy election in an amount not to exceed six thousand five
hundred dollars ($6,500).
B. A financial advisor fee as compensation for providing advice directly
related to the mill levy election in an amount not to exceed two thousand dollars
($2,000).
C. The costs of holding a mill levy election in an amount not to exceed
fifteen thousand dollars ($15,000).
If the registered voters of Eagle County approve an increase in the mill levy for
the purchase and development of the Berry Creek parcel, then all consultation fees
expended by all the parties which have been set forth in this Agreement, including
bond counsel and financial consultants, planner, and real estate counsel fees are
set forth in paragraph 5 hereof, and bond counsel and financial advisor fees as set
forth in paragraph 12, as well as the cost of the holding of the election shall be
paid from the proceeds of the mill levy increase.
-5-
13. This Agreement does not and shall not be deemed to confer upon nor grant to
any third party any rights to claim damages or to bring any lawsuit, action or other
proceedings against either the Town of Vail, the Town of Avon, or the County because
of any breach hereof or because of any terms, covenants, agreements, or conditions
contained herein.
14. Except as specifically provided otherwise herein, no modification.or waiver
of this Agreement or of any covenant, condition, or provision herein contained shall
be valid unless in writing and duly executed by the party to be charged therewith.
15. This written'Agreement embodies the whole agreement between the parties
hereto and there are no inducements, promises, terms, conditions, or obligations
made or entered into either by the County, the Town of Avon, or the Town of Vail,
other than those contained herein.
16. This Agreement shall be binding upon the respective parties hereto, their
successors or assigns, and may not be assigned by any party without the prior
written consent of the other respective parties hereto.
17. All agreements and covenants herein are severable, and in the event that
any of them shall be held invalid by a court of competent jurisdiction, this
Agreement shall be interpreted as if such invalid agreement or covenant were not
contained herein.
18. The Town of Avon, the Town of Vail, and the County each individually
represent to each other that it possesses the legal ability to enter into this
Agreement. Ln' the event that a court of competent jurisdiction determines that
either of the ,parties hereto did not possess the legal ability to enter into this
Agreement, this Agreement shall be considered null and void as of the date of such
court determination.
19. The 'County in no way waives its authority to regulate the use and subdi-
vision of the Berry Creek Parcel or the Miller Parcel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
day of %- c_a� -- -- 1990.
ATTE
By:
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COPI,MISSIONERS
Donald H. We ch, Chairman
'P.O. Box 850
Eagle, CO 81631
(303) 949 -5257
10
ATTEST:
By: Pamela J
k
AT
By
TOWN OF VAIL, STATE OF COLORADO, By
and Through Its Town Council
By: � �J
Kent R. Rose, Mayor
75 S. Frontage Road West
Vail, CO 81657
(303) 479 -2100
TOWN OF AVON, STATE OF COLORADO, By
and Through Its Town Council
By
Allan Not ng am, M or
P. 0. Box 975
Avon, CO 81620
(303) 949-4280
-7-
75 south frontage road
Wail, colorado 81657
(303 ) 479 -2107
office of town attorney
October 16, 1991
Mr. Jerry Davis
Town of Avon
POB 975
Avon, CO 81620
RE: Eagle County Recreation Authority Intergovernmental Agreement
Dear Mr. Davis:
I am enclosing a copy of Exhibit D to the Eagle County Recreation Authority
Intergovernmental Agreement. The print of Exhibit D in the fully executed copy of
the agreement you have is incomplete. Please replace that incomplete print with
the enclosed copy of Exhibit D.
If you have any questions, please do not hesitate to call.
v'ei trui y7 'Yours.
Lawrence° A. Eskwith
Town Attorney
LAE /dd
EXHIBIT D
POLICY NO.: 0- 9941 - 489150
THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE
COMPANY WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES)
WHICH ARISE BY REASON OF:
1. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY
THE PUBLIC RECORDS.
2. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE
PUBLIC RECORDS.
3. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN
AREA, ENCROACHMENTS, AND ANY FACTS WHICH A CORRECT
SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE
AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS.
4. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR
MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY
LAW AND NOT SHOWN BY THE PUBLIC RECORDS.
5. UNPATENTED MINING CLAIMS; RESERVATIONS OR EXCEPTIONS
IN PATENTS OR AN ACT AUTHORIZING THE ISSUANCE THEREOF;
WATER RIGHTS CLAIMS OR TITLE TO WATER.
6. Taxes for the year 1990, not yet a lien due and payable.
7. The effect of inclusions in any general or specific water
-- - conservancy, fire protection, soil conservation- or other
district or inclusion in any water service or street improvement
area.
8. Right of Proprietor of a vein or lode to extract and remove
his ore therefrom should the same be found to penetrate or
to intersect the premises as reserved in United States Patent
ii recorded September 7, 1903 in Book 48 at Page 496.
9. Subject to the right of way of the Grand Valley Railway
Company as reserved in United States Patent recorded September
7, 1903 in Book 48 at Page 496.
a .x
10. Right of way easement granted to Holy Cross Electric
Association, Inc., by Daniel F. Koprivnikar and Katherine and
Koprivnikar, recorded October 6, 1971 in Book 221 at Page 881,
as Reception No. 117568.
11. Right of way easement granted to Holy Cross Electric
Association, Inc., by Daniel F. Koprivnikar and S. Katherine
Koprivnikar and Berry Creek Properties, Ltd., recorded June 15,
1978 in Book 271 at Page 137, as Reception No. 167533.
12. Right of way easement granted to Holy Cross Electric
Association, Inc., by June Creek Ranch Company, a Colorado Joint
Venture, recorded July 18, 1980 in Book 305 at Page 581, as
Reception No. 201965.
Continued on next page
STEWART TITLE
OIIAIIAN2T COY! ^��Ta�
_ ._.�. _� .'iii.]: ::y'. 'v. •1ti
�' ' er t t sc r +.eyrarwwr� r!n.
ATTACEED TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B
13. Easement granted to Berry Creek Metropolitian District, a
quasi - municipal corporation, by June Creek Ranch Company, a
Colorado Joint Venture, recorded December 31, 1980 in Book 357.t-
at Page 620, as Reception No. 211994.
14. Easement granted to Eagle Valley Sanitation District, a
quasi- municipal Corporation by June Creek Ranch Company, a
Colorado Joint venture, recorded November 12, 1980 in Book 312
at Page 727, as Reception No. 209104.
15. Easement granted to Berry Creek Metropolitan District, a
quasi - municipal corporation, by June Creek Ranch Company, a
Colorado Joint Venture, recorded December 31, 1980 in Book 315
at Page 627, as Reception No. 212001,
16. Easement granted to Eagle Telecommunications, Inc.,
Colorado, by June Creek Ranch Company, recorded April 19, 1983
in Book 357 at Page 971, as Reception No. 254303.
17. Easement granted to Eagle Telecommunication, Inc.,
Colorado, by June Creek Ranch Company, recorded April 18, 1984
in Book 382 at Page 909, as Reception No. 279216.
18. Easement granted to Singletree Investments Partnership, a
Colorado general partnership by June Creek Ranch Company, a
Colorado joint venture and Berry Creek Metropolitan District, a
quasi-municipal corporation, recorded May 8, 1987_in _Book 462. at
-- -- Page 279, as Reception No. 358506.
19. Right of way Easement from Katherine S. Koprivnikar to
Eagle Valley Telephone Company recorded June 22, 1982 in Book
341 at Page 961 as Reception No. 238309.
20. Pedestrian Access and Utility Easement and Maintenance
Agreement between June Creek Ranch Company, a joint venture and
Heritage Financial Corporation, a Colorado Corporation, recorded
February 22, 1982 in Book 352 at Page 820.
21. Emergency Access and Utility Easement and Maintenance
Agreement, between June Creek Ranch Company, a joint venture and
Heritage Financial Corporation, a Colorado corporation,
recorded April 8, 1983 in Book 357 at Page 396, as Reception No.`.
253728.
22. Right of Proprietor
his ore therefrom should
intersect the premises as
of a vein or lode to extract and remove
the same be found to penetrate or
reserved in United States Patent
Continued on next page
STEWART TITLE
GVARARTT COMPANT t r•
CONTINUATION OF SCHEDULE B
recorded August 20, 1934 in Book 48 at Page 436.
23. Right of Proprietor of a vein or lode to extract and
his ore therefrom should the same be found to penetrate or
intersect the premises as reserved in United States Patent
recorded December 13, 1898 in Book 48 at Page 471.
remove
24. Right of way for ditches or canals constructed by the
authority of the United States, as reserved in United States
Patent recorded August 20, 1934 in Book 48 at Page 436 and
recorded December 13, 1898 in Book 48 at Page 471.
25. A one - eighth interest in all minerals extracted from
subject property as reserved by Esther L. Blatt in Deed dated
August 16, 1971 and recorded August 18, 1971 in Book 221 at Page
407 as Reception No. 117088, from Esther L. Klatt to Eagle
Associates and as reserved in the Agreement recorded August 18,
1971 in Book 221 at Page 410 as Reception No. 117091.
26. Right of way of unspecified location and dimensions to `
construct, operate and maintain lines of telephone and
telegraph, including the necessary poles, cables, wires and
fixtures upon and across the subject property, with the right to
permit the attachment of the wires of any other company, as
granted to The Mountain States Telephone and Telegraph Co. by
right of way Deed recorded September 9, 1930 in Book 106 at Page
-- 599, Eagle County_ records. _._. _—
99C (600M_10i9�
27. Easements of unspecified location and dimensions to
relocate power line due to construction of Interstate Highway
No. 70, and to construct, operate and maintain an electric
transmission or distribution line or system, and to cut and trim
trees and shrubbery to the extent necessary to keep them clear
of said electric line or system and to cut down from time to
time all dead, weak, leaning or dangerous trees that are tall
enough to strike the wires falling, as granted to Holy Cross
Electric Association, by instrument recorded August 19, 1969 in
Book 215 at Page 808 as Reception No. 111318 and in Book 248 at
Page 378 as Reception No. 144622, Eagle County Records.
28. Right-of-way Easement granted to Eagle Valley Telephone
Company, by Berry Creek Properties, Ltd., Berry Creek Ranch,
recorded January 11, 1979 in Book 280 at Page 688, as Reception
No. 177097.
29. Permanent Easement granted to Upper Eagle Valley Sanitation
District, by June Creek Ranch Company, a Colorado joint
Continued on next page
STE «ART TITLE
GUARANTY COMPANY
,r. M RP
ATTACHED TO AND MADE A PART OF
.w. STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B
venture, recorded May 30, 1980 in Book 303 at Page 428,as
Reception No. 199814.
30. Right of way for the Denver and Rio Grande Railroad.
31. Lack of Access to Parcel of land lying southerly of Denver
Rio Grande Railroad.
32. Any questions, dispute or adverse claims as to any loss or
gain of land as a result of any change in the river bed location
by other than natural causes, or alternation through accretion,
reliction, erosing or avulsion of the center thread, bank
channel or flow of waters in the Eagle River lying within
subject land and any questions as to the location of such center
thread, bed, bank, or channel as a legal description monument
or marker for purposes of describing or locating subject lands.
33. Notes on Improvement Location Certificate by Alpine
Engineering dated December 27, 1989 as follows:
a. The adjoining property owner is utilizing the land east of
this fence line (fence line shown on ILC) and may have
adverse rights to this property.
b. The owner of the property described on this Improvement
Location Certificate is utilizing the property west of the
fence line and east of the described property line. The
owner may have adverse rights to this property - -- --
c. Adjoining Property Owner's boundary is based on Right -of -Way
Maps and Warranty Deed recorded in Book 148 at Page 31.
d. The Adjoining Property Owner is utilizing the land east of
this fence line and may have adverse rights to this property.
(fence line shown on ILC)
e. The Denver Rio Grande Western Railroad may have rights to
property located south of the northerly Denver Rio Grande
Western Railroad right -of -way fence.
34. Fences encroaching onto adjoining properties to the north,
west and south as shown on the Improvement Location Certificate
by Alpine Engineering, dated July 26, 1989.
35. A Deed of Trust dated December 8, 1980, executed by 4020
Land Investors, a partnership , to the Public Trustee of Eagle
County, to secure an indebtedness of $484,242.00, in favor of
Continued on nest page
STEWART TITLE
GVARANTT COKrAKT.,•' :.
. •,;. „z; mss,
to its
�. ��!'dt:i�l:+. +dt;: 9'.. ..•'�aF�......:��:l.�t�. _..1C�t e.'1L: l — _•t�.i. 3's,; - -.:.. ��.-�:.. _ �T �c4� ?-
99C (BOOM 1649)
ACHED TO AND MADE A' PART OF —
`STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150 r
CONTINUATION OF SCHEDULE B
Eagle Associates, a Colorado limited partnership recorded _
December 9, 1980 in Book 314 at Page 474 as Reception No. -.
210849, and re- recorded on March 6, 1981 in Book 319 at Page,:
510, as Reception No. 215880.(Affects Parcel_3 as shown on
Improvement Location Certificate prepared by Alpine Engineering
Inc., dated December 27, 1989, which Parcel-3 is a part of
Parcel A) ..._.,C:.,
36. Agreement between Town of Vail and June Creek Ranch Company,
a Colorado joint venture recorded January 16, "1990 in Book 521
at Page 244 as Reception No. 417412. ;
Items No. 1,2,4,5 are hereby omitted.
STENVART TITLE
GVAXAXTT COMPA39T
ri Q•y•'1,'�'.. ?1. +: ZK'f: �•►. i�:t. Vii+ -r.- Wf '91'4 -^r '-I .�.'.
� - .,�. ,:.,» -: -- ^'.r- . a ".•�. ,. :.ate
EXHIBIT D POLICY NO.: 0- 9941 - 489150
THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE
COMPANY WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES)
WHICH ARISE BY REASON OF:
1. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY
THE PUBLIC RECORDS.
2. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE
PUBLIC RECORDS.
3. DISCREPANCIES, CONFLICTS IN BOUNDARY LINES, SHORTAGE IN
AREA, ENCROACHMENTS, AND ANY FACTS WHICH A CORRECT
SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE
AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS.
4. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR
MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY
LAW AND NOT SHOWN BY THE PUBLIC RECORDS.
5. UNPATENTED MINING CLAIMS; RESERVATIONS OR EXCEPTIONS
IN PATENTS OR AN ACT AUTHORIZING THE ISSUANCE THEREOF;
WATER RIGHTS CLAIMS OR TITLE TO WATER.
6. Taxes for the year 1990, not yet a lien due and payable.
7. The effect of inclusions in any general or specific water
- - conservancy, fire protection, soil conservation or other - - --
district or inclusion in any water service or street improvement
area.'
8. 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 September 7, 1903 in Book 48 at Page 496.
9. Subject to the right of way of the Grand Valley Railway
Company as reserved in United States Patent recorded September
7, 1903 in Book 48 at Page 496.
10. Right of way easement granted to Holy Cross Electric
Association, Inc., by Daniel F. Koprivnikar and Katherine and
Koprivnikar, recorded Octoper 6, 1971 in Book 22} a� Page $81,
/. L.; is I t b
� �� Q@'..s- ...... hi ►MS+I""�,wi7�Wri.1L4'.t?r+Jyi- 1��5������ ^I hy�
. rHw, ` ceera
ATTACHED TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B
13. Easement granted to Berry Creek Metropolitian District, a
quasi - municipal corporation, by June Creek Ranch Company, a
Colorado Joint Venture, recorded December 31, 1980 in Book 357
at Page 620, as Reception No. 211994.
14. Easement granted to Eagle Valley Sanitation District, a
quasi-municipal Corporation by June Creek Ranch Company, a
Colorado Joint venture, recorded November 12, 1980 in Book 312
at Page 727, as Reception No. 209104.
15. Easement granted to Berry Creek Metropolitan District, a
quasi - municipal corporation, by June Creek Ranch Company, a
Colorado Joint Venture, recorded December 31, 1980 in Book 315
at Page 627, as Reception No. 212001.
16. Easement granted to Eagle Telecommunications, Inc.,
Colorado, by June Creek Ranch Company, recorded April 19, 1983
in Book 357 at Page 971, as Reception No. 254303.
17. Easement granted to Eagle Telecommunication, Inc.,
Colorado, by June Creek Ranch Company, recorded April 18, 1984
in Book 382 at Page 909, as Reception No. 279216.
18. Easement granted to Singletree Investments Partnership, a
Colorado general partnership by June Creek Ranch Company, a
Colorado joint venture and Berry Creek Metropolitan District, a
quasi - municipal corporation, recorded May 8, 1987 in Book 462 at
Page 279, as Reception No. 358506.
19. Right of way Easement from Katherine S. Koprivnikar to
Eagle Valley Telephone Company recorded June 22, 1982 in Book
341 at Page 961 as Reception No. 238309.
20. Pedestrian Access and Utility Easement and Maintenance
RlrPPlnept �etweeTi Jape Creek Pane' S.Pjp'apy, 101f►� YoO}iPg and
,..,...� .. ,,. ,...v J ✓3'�/ YIY'tIC. %. 1`&J,,... Ur
ATTACHED TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0 -9941- 489150
CONTINUATION OF SCHEDULE B
recorded August 20, 1934 in Book 48 at Page 436.
23. 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 December 13, 1898 in Book 48 at Page 471.
24. Right of way for ditches or canals constructed by the
authority of the United States, as reserved in United States
Patent recorded August 20, 1934 in Book 48 at Page 436 and
recorded December 13, 1898 in Book 48 at Page 471.
25. A one - eighth interest in all minerals extracted from
subject property as reserved by Esther L. Klatt in Deed dated
August 16, 1971 and recorded August 18, 1971 in Book 221 at Page
407 as Reception No. 117088, from Esther L. Klatt to Eagle
Associates and as reserved in the Agreement recorded August 18,
1971 in Book 221 at Page 410 as Reception No. 117091.
26. Right of way of unspecified location and dimensions to
construct, operate and maintain lines of telephone and
telegraph, including the necessary poles, cables, wires and
fixtures upon and across the subject property, with the right to
permit the attachment of the wires of any other company, as
granted to The Mountain States Telephone and Telegraph Co. by
right of way Deed recorded September 9, 1930 in Book 106 at Page
599, Eagle County records.
27. Easements of unspecified location and dimensions to
relocate power line due to construction of Interstate Highway
No. 70, and to construct, operate and maintain an electric
transmission or distribution line or system, and to cut and trim
trees and shrubbery to the extent necessary to keep them clear
of said electric line or system and to cut down from time to
I-)i,.P -:ill in-cl it alt loiii,jprl or (IF111 1fr 1111 1 11(ifiq W4 Iry I All
ATTACHED TO AND Mi, - -' A PART OF .
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0 -9941- 489150
CONTINUATION OF SCHEDULE B
venture, recorded May 30, 1980 in Book 303 at Page 428,as
Reception No. 199814.
30. Right of way for the Denver and Rio Grande Railroad.
31. Lack of Access to Parcel of land lying southerly of Denver
Rio Grande Railroad.
32. Any questions, dispute or adverse claims as to any loss or
gain of land as a result of any change in the river bed location
by other than natural causes, or alternation through accretion,
reliction, erosing or avulsion of the center thread, bank
channel or flow of waters in the Eagle River lying within
subject land and any questions as to the location of such center
thread', bed, bank, or channel as a legal description monument
or marker for purposes of describing or locating subject lands.
33. Notes on Improvement Location Certificate by Alpine
Engineering dated December 27, 1989 as follows:
a. The adjoining property owner is utilizing the land east of
this fence line (fence line shown on ILC) and may have
adverse rights to this property.
b. The owner of the property described on this Improvement
Location Certificate is utilizing the property west of the
fence line and east of the described property line. The
owner may have adverse rights to this property.
C. Adjoining Property Owner's boundary is based on Right -of -Way
Maps and Warranty Deed recorded in Book 148 at Page 31.
d. The Adjoining Property Owner is utilizing the land east of
this fence line and may have adverse rights to this property.
(fence line down on T {,C )
u r u.L
ATTACHED TO AND MALL A PART OF r .
STEWART TITLE GUARANTY COMPANY POLICY NO.: 0- 9941 - 489150
CONTINUATION OF SCHEDULE B `.
.. r� . ..
Eagle Associates, a Colorado limited partnership recorded
December 9, 1980 in Book 314 at Page 474 as Reception No.
210849, and re- recorded on March 6, 1981 in Book 319 at Page
510, as Reception No. 215880.(Affects*Parcel.3 as shown on
Improvement Location Certificate prepared by Alpine Engineering''.
Inc., dated December 27, 1989, which Parcel 3 is a part of
Parcel A)
36. Agreement between Town of Vail and June Creek Ranch Company,
a Colorado joint venture recorded January 16, 1990 in Book 521
at Page 244 as Reception No. 417412.
Items No. 1,2,4,5 are hereby omitted.
`i EXHIBIT E
° 5 .
AGREEMENT
THIS AGREEMENT (the "Agreement ") is made this .`_>"� day of
January, 1990, and is by and between the TOWN OF VAIL, a
Colorado municipal corporation ( "Vail ")) and JUNE CREEK RANCH
COMPANY, a Colorado joint venture ( "June Creek ").
RECITALS:
A. Vail is the owner of the real property described in
Exhibit A attached hereto (the "Vail Property "). June Creek is
interested in acquiring the Miller Ranch Property described in
Exhibit B attached hereto (the "Miller Ranch Property ").
B. Vail and June Creek have agreed that, if June Creek
squires the Miller Ranch Property and Vail fails to acquire the
Miller Ranch Property from June Creek, Vail will grant to June
Creek an easement upon the terms and conditions set forth
herein. The purpose of this Agreement is to set forth the terms
and conditions upon which the easement will be granted, and all
prior negotiations, discussions, and offers between the parties
with respect to the granting of an easement are merged into
this Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable mutual consideration,
t
the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. AGREEMENT TO GRANT AN EASEMENT. If June Creek from
this date forward dilligently pursues negotiations to acquire '
'
and does in fact acquire the Miller Ranch Property and Vail
declines to acquire the Miller Ranch Property from June Creek
after being given or having the right to acquire such property
from June Creek, then Vail
agrees to grant June Creek a
non- exclusive easement for ingress and egress to the Miller
'
Ranch Property from the U.S. Highway 6 access road abutting the
westerly perimeter of the Vail Property, which location is
referred to herein as the "Point of Access" (the "Easement ")
3
upon the terms and conditions set forth in this Agreement. The
Easement shall be sufficiently wide to accommodate a "collector
",
road as defined in the applicable highway and road
classification system, used by the County of Eagle, Colorado, or
such lesser status road as may be approved by the Eagle County
o.
Commissioners to serve the uses of the Miller Ranch Property
permitted under applicable zoning and other land use
restrictions and regulations. The location of the Easement
shall be at such location as Vail may designate that is in
accordance with the development plans that Vail may subsequently
form for the development of the Vail Property and which are
�:.
`
approved by the Eagle County Commissioners for acceptance as a
public road. The parties acknowledge that, as of this date,
>.
Vail has not completed its development plans and, accordingly,
Vail shall not be obligated to designate a location for the
n
Easement until it has formed such plans,(but not later than
eighteen months after June Creek acquires fee title of record to
the Miller Ranch Property).
f
2. TERMINATION OF EASEMENT. The Easement shall provide
that it shall terminate at such time, if any, an Vail dedicates
and Eagle County accepts the Easement for
public use as a road.
The Easement shall also provide that it may, at the option of.
Vail, from time to time, be relocated to such alternative
locations as Vail may deem appropriate in furtherance of its
development of the Vail Property so long as the relocated
easement provides ingress and egress between the Miller Ranch
Property and the Point of Access and is in a location approved
by the Eagle County Commissioners for acceptance as a public
road.
3. COMMON MAINTENANCE. During the tern of the Easement,
June Creek shall be solely responsible for the common
�-
maintenance, care, construction and op- eration of any roadway
improvements constructed within the Easement solely by June
Creek. If June Creek and Vail jointly elect to construct a
roadway within the Easement, Vail and June Creek shall be
equally responsible for the common maintenance, care,
construction or operation of any roadway improvements
t`
constructed within the Easement, with such cost to be borne
fifty (504) percent by Vail and fifty 15031 percent by June
Creek. June Creek shall not be required to pay any costs of
construction, operation or maintenance of any portion of any
roadway which Vail may elect to construct within the Easement
for Vail's own purposes and in which June Creek elects not to
participate.
4. INDEMNIFICATION. So -long as June Creek is in title of
the Miller Ranch Property, June Creek hereby agrees to indemnify
and hold harmless Vail and its officials, lessees, contractors,
employees and agents, from and against any and all liabilities,
losses, damages, claims, costs and expenses (including
attorneys' fees and costs of litigation) arising out of the
granting of the Easement or the use, maintenance, care,
�+
'
construction or operation of the Easement and roadway
improvements located thereon, by June Creek or its officers,
employees, co- venturers, agents, contractors, licensees and
invitees in utilizing, constructing or maintaining improvements
>4
upon the Easement. June Creek shall maintain at all times
during which a roadway shall have been constructed within the
Easement for June Creeks sole use general liability coverage
'
insurance insuring the obligations of June Creek set forth
above, in the minimum aggregate coverage of $1,500,000.00 per
occurence, with Vail named as an additional insured, cancellable
a
1 �.
only after thirty (30) days' prior written notice to Vail.
5. SUCCESSORS AND ASSIGNS. This agreement is for the
personal use and benefit of June Creek and it's partners. The
obligation of Vail under this Agreement to grant an easement to
June Creek cannot be assigned or transferred except to June
,.
Creek's partners without the prior written permission of Vail.
Once the Easement is granted, it shall provide that it is for
*r
the benefit of the parties and shall inure to the benefit of and
be binding upon the parties to the Easement, their respective
successors and assigns. All obligations of June Creek and Vail
under this Agreement shall be binding upon their respective
successors and assigns.
6. HIGHWAY DEPARTMENT IMPROVEMENTS. If the Colorado State
Highway Department determines that improvements to the spur
road adjacent to the westerly perimeter of the Vail Property are
necessary due to development of the Miller Ranch Property, the
owner of the Miller Ranch Property shall pay for the incremental
costs of such improvements.
7. GOVERNING LAW. The terms, provisions, and conditions
of this Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands and seals the day and year first above written.
TOWN OF VAIL, a Colorado municipal
coreporation
By:
Itss
JUNE CREEK RANCH COMPANY, a
Colorado joint venture
By:
Its:
STATE OF COLORADO, )
) on.
County of Eagle I
The foregoing instrument was acknowledged before me this 5th
day of January , 1990 os
()"A -A C - uoolt -"'*.s aC 'SZ-4 C / /a1L �.ch Cc..�..�, p- �r�'%•�C Jc...L
U' ^X...t a.Ad 44d_vk �7i ;a,�s as T.... Ma...r� oC Te..,. �G U�•y
A C"Ot%& MyTur -'?'%
My commission expires 1-4- ,194L Witness my hand and
official seal.