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TC Minutes 01-09-1990MINUTES OF THE REGULAR TOWN COUNCIL MEETING HELD JANUARY 9, 1990 AT 7:30 P.M. The regular meeting of the Town Council of the Town of Avon, Colorado, was held.in the Municipal Building, 400 Benchmark Road, Avon, Colorado, in the Council Chambers. ,.The meeting was,called to order by Mayor Allan Nottingham at 7:40 p.m:. A.roll-call-,was taken with David Garton,-Albert Reynolds, Mike Bennett, Gloria McRory, Jim Stovall and Jerry Davis.present. Also present were Town Attorney John Dunn, Town Manager Bill James, Director of Engineering Norm Wood, Police Chief Art Dalton,, Fire Chief-Charles Moore'-Town Clerk Patricia J. Doyle, as well as members of the press and.public. Valerie Smith approached the Council. Ms. Smith gave a brief -presentation of the Public Relations preliminary plan for Avon. She recommended that a quarterly newsletter be published and mailed to all the businesses in.Avon. The newsletter would include Town news,, a calendar of upcoming.events. She also suggested that the Town Council meet with the local business people, and meet with the press. It was suggested thata budget be worked up. Ms. Smith indicated that she would~work'between 20 to 25 hours per week. Councilman-Davis suggested that.the sales tax be published and, from a image standpoint, some story ideas, such'as, housing authority, water issues, Master Plan,'Trailer Park, Special Events, the history of the Town of Avon, etc. The Town Council agreed and felt the Public Relations coverage was a good idea. There being no further Citizen Input, the Mayor closed:.- that portion- of the agenda. Second reading of Ordinance No. 89-15, Series of 1989, AN ORDINANCE AMENDING ORDINANCE NO. 89-12 RELATING'TO CHAPTER 3.12 OF THE MUNICIPAL CODE OF THE TOWN OF AVON AS IT PERTAINS TO EXEMPTIONS FROM THE REAL PROPERTY TRANSFER TAX. Bill'James stated that Council directed staff to take a look at alternative methods for the exemption of transfer tax for Affordable` Housing. The current ordinance was developed on the basis of $120,000 exemption on the Town's 2% transfer tax, if the property was owner- occupied by the owner for one year. Ordinance No. 89-15 exempts $80,000. After some discussion, Councilman Stovall moved to table Ordinance No. 89-15, Series of 1989 until the next regular meeting so that further review could be done. The motion was seconded by Council- woman McRory and was unanimously carried. Councilman Davis noted that the first ordinance (89-12), the-home-could not cost more than $120,000, and the amended ordinance (89-15) allowed the $80,000 exemption which meant, that the buyer of a $120,000 home would pay the 2% on $40,000 and the $80,000 would be exempt. - Resolution No. 90-1 BUDGET FOR THE TOWN ON THE FIRST DAY OF DECEMBER, 1990. This resolution ally Housing Authority. Fund. Series of 1990, A RESOLUTION AMENDING THE 1990 OF AVON, COLORADO, FOR THE CALENDAR YEAR,BEGINNING JANUARY, 1990, AND ENDING ON THE LAST-DAY OF Dwed the establishment of $50,000 budget for the The funds would be taken out of the Public Works Councilman Davis suggested that the Council take a look at,other things that the Town could.do in addition to creating the Housing Authority so as to entice private sector to build housing, such as, waiving tap fees, waiving construction permits and building permits. Councilman Garton stated that the private sector would start competing with the public sector, and felt it was not-feasible. He stated there was a chance that the Benchmark Mobile Home Park would become Affordable Housing, and a chance that, at some point of time, Peregrine would come on line. He stated that those two private endeavors would be competing for the governmental affordable housing endeavor. He stated that if those private sectors were going full speed on the affordable housing, should the Town of Avon put this endeavor on the back burner. The Mayor stated that the private sector was a long way down the road, - and felt that the Town's small effort in the beginning would not interfere with the private sector. Councilman Stovall stated that with a developer just recently, they were building affordable housing and then the greed factor set in and the project did not become affordable housing any longer. He stated that Avon has to look at the long range, that Avon has a housing problem and its not going to go away. Councilman Reynolds moved approval of Resolution N0. 90-1, Series of 1990. The motion was seconded by Councilman Davis and was unanimously carried. -2- 0. The joint meeting with the County Commissioners, Beaver Creek Metropolitan District and the Avon Town Council had been changed to January 31, 1990 at 12:00 noon at the Charter in the Parker Room. Next on the agenda was the Intergovernmental Agreement between Eagle County, Town-of Vail and the Town of Avon. This Agreement was in regard to the Berry Creek 5th Filing. Mr. Dunn reviewed the changes in the Agreement with the Council.' Page 1, in the recitals, C. After the word "Town", add, "of Vail". Page 2, paragraph 7, third line, after the word, "Berry Creek", add, "or", paragraph 8, nineth line, change to read, "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-from 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"'. Page 3, paragraph D, fifth line, change to read, "by the Town-of Avon, or the County". Page 4, paragraph 10, fourth line, change to read, "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". Paragraph 11', seventh line, after the-word "election", change to read, "or petition for inclusion in any special district", 10th line, after' the word "owners", change to read, "to recommend to the owners and the owners may". Paragraph 12, third line, after the word "costs", change to read, "which are in addition to the costs set forth in paragraph 5 of this Agreement". Subsection A, second line, after the word "exceed", add, "six thousand five hundred dollars ($6,500)". Subsection B, second line, after.the word "exceed", add, "two thousand dollars ($2,000)", Subsection C, Second line, after the word "exceed", add "fifteen thousand dollars ($15,000)". Page 5, third line from the top, after the word "fees", change to read, "expended by all the parties".' Councilman Garton moved approval of the Agreement subject to modification of the Agreement. Discussion followed. -3- i • Councilman Garton amended his motion to approve the Agreement subject to'the change in paragraph two to include, that if Avon has submitted funds into the parcel that the terms and conditions have to be acceptable=to the Town of Avon, and in paragraph,10, that if Vail sells the property prior to the election, Avon is requiring that their monies be returned. Councilman Davis amended his second and was carried with Councilman Stovall opposing to the extent that he would like to review the Agreement before it was executed. The main motion was unanimously carried.(See Agreement attached to these minutes).- The"Agreement between the Avon Metropolitan District and the Town of Avon was next-oh'the agenda. Mr. James stated that the Town of Avon was providing certain services to the Avon Metropolitan District. He stated there were two changes to this Agreement. 1. page 2. Services will be rendered relating to operation and maintenance of the District's water distribution system including =but'not limited to preventative maintenance and repair of all components of that'system,"maintenance of fire hydrants, meter reading and water billing and collection, provision of water shut-offs, .inspection of new_connection,.provision.of routine engineering services and provision of monthly operations reports. 2. page 3. Compensation. For services provided under this Agreement', the District shall pay to the Town $53,452.00 per year, payable in twelve"equal monthly payments for,services rendered during each .calendar year plus direct costs such as-mileage, printing and postage and the cost of replacement parts and supplies relating to the water distribution system. Councilwoman McRory moved approval of the Agreement between Avon Metropolitan District and the Town of Avon. The motion was seconded by Councilman Garton and was unanimously carried. The public swimming area regulations.,were next presented to the Council. Mr. Brooks stated that during recent discussions of the 1990 public improvements projects, several questions arose around the possibility of creating a beach area on the north side of Nottingham Lake.- Three questions arose: 1. Health Department regulations applying to the public swimming in the lake. 2. Design scenario to control the potential sediment loading of the lake by the sand used on the beach; and 3. Cost of such a project. Lengthly discussion followed. -4- Councilman Davis stated his vision was more of a beach than swimming, possibly volley ball, and the sand on the beach instead in the water. He would like to go forward with this project. He felt it was a natural attraction that would add to the activity-level in the park. The range would be 200 feet long and the shore line around 50 feet: The cost of the maintenance would be minimal. It was the consensus of the Council to proceed. The Transportation Study for Eagle County was discussed. Mr. Brooks stated that the Transportation Committee had reviewed the proposals for studies to conduct a system analysis of the Eagle County Express. He stated as a result of the Committee's recommendation, the Commissioners approved a $15,000 study to be done by "Dave Systems". (the current transportation system). The Town of Avon was being asked to contribute $5,000 to the County for this study. Councilman Davis moved to support the study and approved the expenditure of $5,000 for the study. The motion was seconded by Councilman Bennett' and was unanimously carried. Next on the agenda was a Resident Firefighter Tuition discussion. Mr. James stated that this was a fire department item. He stated that over the years up to 1990, the fire department re-endorsed the resident program, that they be trained, and go to classes at the Community College. The trainees were reimbursed for attending school, they would have free lodging, as well as promoting compensation. It was the consensus to return this program back into the 1990 budget. Mr. James was recommending a budget bf'$10,000(20 residents at $500 each) This amount would purchase tuition for the fire science and required classes for a degree, at the Community College. Councilman Davis moved to amend the Fire Department budget $10,000 for Resident Firefighter Tuition. The motion was Councilman Bennett and was unanimously carried. Next on the agenda was a recommendation for fire services Mr. James stated that there was $15,000 budgeted under the budget. He stated that there were two budgets; 1. Was that the Town share in the costs and; 2. A budget that the Town not share in the costs. In the the Town share'in the costs for an independent evaluation Town's fire services. The evaluation would consist of; by seconded by evaluation. Town's $15,000 budget, of the -5- 0 0 manpower, fire prevention-services, emergency medical services, equipment, false alarms, cost distribution,:land alternatives to funding.,and training. Mr. James stated that he had put together a list of consultants, they.would narrow the list to about three candidates, invite a Councilperson, and also representative from each district to select this consultant. The Council agreed to proceed. Charlie Moore, Fire Chief reviewed the outline of the scope of work that he was recommending for the consultant. Next on the agenda was the change in police department request for police vehicles. Police Chief Art Dalton stated that he had,received the bid on the Jeep Cherokees, and it was considerably lower than the Cheverolet Caprice full size vehicles. He stated as an off set to the $1,800 per vehicle it was anticipated the sale of existing trade vehicles at approximately $3,000 to $4,000, bring the cost of the 4-wheel drive Jeeps within a cost effective range. Chief Dalton requested that the department purchase three 1990 Jeep Cherokee 4 door 4-wheel drive vehicles at the additional cost of $5,200 to the 1990 budget for the police department. Councilman Garton moved to authorize amending the police department budget in-the amount of $5,200. The motion was seconded by Councilman Reynolds and was unanimously.carried. Mr. James stated that the Town had received a request from.Battle Mountain High School in'reggard to their Close-up Program. The program reflects,the"belief that a "close-up" look at our government encourages students to formulate their own ideas and opinions. Mr. Conrad Parra was requesting financial assistance for the students. The total cost for.,each student-for the week's program including travel, room and board,_is $945.00. .Each student has paid an initial deposit of $50.00, leaving a balance of $895.00. After some discussion, Councilman Davis moved approval of the expenditure'of $895.00 for the funding of one student for the trip to Washington D.C.. The motion was seconded by Councilman Reynolds and was unanimously carried. John Dunn requested that the Town Council consider an increase of his hourly rate from $100 to $110. Councilman Garton moved to approve hourly rate from $100 to $110.' The Davis and was unanimously carried. the increase of the Town Attorney's motion was seconded by Councilman -6- The Mayor discussed and reviewed three legislative bills that would be coming before the legislation~-this year. The Annexation bill,. the Urban Renewal bill, and the bill for impact fees. He-asked that the Council review these bills, and possibly have discussion on these at the next meeting. He also indicated that there were two Colorado Municipal League work shops coming up. January 28 and February 8th, 1990. He stated.that- he would like'to see more councilmembers attending these work shops and meetings. The Financial Matters were next presented'to the Council.. Councilwoman McRory moved to receive items #1 through #9. The motion was seconded by Councilman Stovall and was unanimously carried. Councilwoman McRory moved approval of the General Fund of Accounts Payable for January 9, 1990. The motion was seconded by Councilman Stovall and was unanimously carried. Councilwoman McRory moved.approval of the Reconciliation Sheet of Accounts Payable for.January 9, 1990. The motion was seconded by Councilman Stovall and was unanimously carried. Councilwoman McRory moved approval of the December 12, 1989 Council. Meeting Minutes as presented. The motion was seconded by Councilman Reynolds and was unanimously carried. Councilwoman McRory moved approval of the Special Council Meeting'of January 2, 1990 as presented. The motion was seconded by Councilman Reynolds and was unanimously carried. Mr. James requested that the Town Council review the Housing Authority packet of rules and regulations. This would be placed on the agenda of the next meeting. He stated that the Housing Authority meetings would be set up on the fourth Tuesday of each month at 7:00 p.m.. -7- Mr. James-reviewed the proposed Business License Fees Analysis with the Town-Council. He stated that'this item would be placed on the January 23, 1990 agenda. Councilman Bennett stated that VRA was contemplating a name change, that would accurately.reflect,its service area. He suggested-that the Council study this matter and possibly have some suggestions for a name. There being no further business to come before the Council, Councilman Garton moved to adjourn.into executive-.session:.- The-motion.was seconded by,Cotncilman Bennett. The meeting was adjourned by Mayor Nottingham at 9:45 p.m. The Town Council retired into executive session. RFS ~PCTFULL TTED : a Clerk -8- 1GJ~0.C',/cCt~GP ~ s 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 19 , by and between 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. 3. The County shall hire bond counsel and a financial consultant to provide consultation to the parties relating to ti►e 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 parcels 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 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 i►► 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 oar 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 no, mixiamma Berry Creek parcel or ti►e Berry Creek and Miller parcels with cash on hand rather than borrowed funds, the County shall purchase the property form the Town of Vail -2- i i for a purchase price equal to the price paid by the Town of Vail for the Berry Creek parcel or Berry Creek and Miller arcels 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. NUMMM 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 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 property as set forth in this paragraph, they shall do so within five (5) years of the date of the certification of the results of the election, and shall provide the Town of Vail with written notice expressing their intention to do so no later than sixty (60) days prior to the date-of-the--closing of the purchase by the Town of Avon or the County. 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. -3- 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 deteFmines in iLs sole discretior, such sale is appropriate, during any period of ti;rie it is the sole owner of the property including the period of time prior to the election or after the election,' MM"W""M notwithstanding the right to purchase shares of the Berry Creek parcel or Berry Creek and Mi Her parcels given the County and the Town, of Avon in paragraph 9 of this Agreei;ent. 11. Ill the event the Berry Creek parcel is o,ined 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 wi~thout the expressed written consent of all the other owners. No owner shall have the riyit of partition unless otherwise mutually agreed to by all owners. No owner shall have the right to sign any peLiLion for ail annexation or an annexation election 0 tiLiori for inclusion in any special district without Lhe.inuLuai conseni. of all the owners. Ilse 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 recoimiiend to the owners and the owners may take all steps necessary to establish a separate entity for the ownership, ma►iagement, and development of the property. In tiie 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. i 12. In the event the voters fail Lo approve an increase in the mill levy to 1 purchase the Berry Creek parcel, the parties agree to share equally tiie following costs which are in addition to the costs set forth in ar•a ra It 5 of this Agreement;: A. A bond counsel fee as compensation for providing services directly related to the mill levy election in an amount trot to exceed six thousand five. 1 hundred dollars ($6,500). - - i 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). 1 -4- 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. 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 t 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. 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. -5- • • IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of 19 ATTEST: COUNTY OF EAGLE, STATE OF COLORADO, By and Through-Its BOARD OF COUNTY COMMISSIONERS By: By. Johnette Phillips, County Clerk Donald H. Welch, Chairman P. 0. Box 850 Eagle, CO 81631 (303) 949-5257 TOWN OF VAIL, STATE OF COLORADO, By ATTEST: and Through Its Town Council By- By: Pamela A. Brandmeyer, Town Clerk Kent R. Rose, Mayor 75 S. Frontage Road West Vail, CO 81657 (303) 479-2100 ATTEST: TOWN OF AVON, STATE OF COLORADO, By and Through Its Town Council By: By. Patricia J. Doyle, Town Clerk Allan Nottingham, Mayor P. 0. Box 975 Avon, CO 81620 (303) 949-4280 -6- EXHIBIT A Page 1 of 2 Berry Creek 5th Fil.i.na 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 West of the Sixth Principal Meridian, Cour►ty of Eagle, State of Colorado. More particularly described as follows: B~yinning at a point- on the southerly right-of-way for Interstate Highway 7U 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-7U right-of-way line 318.5.9 feet; thence departing from the 1-70 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-7U 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 56'4"2"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"g;-T.-__ 296.10 feet; contit►uinq along said right-of-way S. 43 degrees 53'30"1:". 366.70 feet; c ontinuin,'.t along the are of a tangent curve to the left 540.5U feet havirig 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; Lhence 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 to a point on the northerly rictl►t-of-W-ay of the Denver and Rio Grande Western Railroad; continuing along said right-of-way 72.81 feet along the are 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; Lhenc_e 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 e:hord bears N. 38 degrees 11'59"W. 1615.47 feet; continuing along said riyht-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"11. 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 21100"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. 86 degrees 45'00"E. 141.60 feet; thence continuing along said right-of-way S. 70 degrees 21'00"E. 550.20 feet, to the point of beginning. 9 0 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: Beginning at a point on the west line 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 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 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 -114 -SW--1/4 -N-: - 89 degrees 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 55' 51"W. 209.11 feet; 4) N. 72 degrees 34' 27"W. 148.00 feet; to the point of beginning. Page 1 of 3 EXHIBIT B Miller Parcel PARCEL A: A PARCEL OF LAND LOCATED IN THE SOUTH 1/2 OF SECTION 3 AND THE SOUTH 1/2 OF SECTION 41 TOWNSIIIP,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 WHICH 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 A21D RIO GRANDE RAILROAD RIGHT OF WAY NORTH 86 DEGREES 37 MINUTES 36 SECONDS EAST 122.10 FEET; THENCE ALONG A CURVE TO THE LEFT AN ARC LENGTH OF 568.60 FEET, WITH A RADIUS OF 2764.79 FEET AND A CENTRAL ANGLE OF 11 DEGREES 47 MI14UTES 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 59SE_CONDS_WEST-- 47.32 FEET; THENCE DEPARTING--FROM THE CEt1TER SECTIOIJ 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 HAVING A RADIUS OF 1482.60 FEET AND A CENTRAL ANGLE OF 03 DEGREES 41 MINUTES 02 SECONDS TO A POINT COMV4011 TO THE NORTHERLY RIGHT OF WAY OF THE DENVER AND RIO GRANDE RAILP,OAD,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 SOUTH 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 SOU'T'H 88 DEGREES 26 MINUTES 31 SECONDS WEST 700.00 FEET THENCE SOUTH 78 DEGREES 59 MINUTES 01 SECONDS WEST 304.10 FEET; THENCE NORTH 87 DEGREES 57 MINUTES 59 SECONDS WEST 893.80 FEET; TIIE14CE 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 MINUTES 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 All ARC LE14GTH OF 103.37 FEET WITH A RADIUS OF 1787.00 FEET AND A CENTRAL AIJGLE 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 CONTINUING ALONG THE CENTER SECTION LINE SOUTH 01 DEGREES 23 I-1IIILTTES 01 SECO14DS WEST 211.79 FEET; THENCE DEPARTING FROM THE CENTER SECTION LINE SOUTH 64 DEGREES 06 MINUTES 54 SECONDS EAST 76.53 FEET; THENCE SOUTH 07 DEGREES 54 MINUTES 43 SECONDS WEST 1109.48 FEET; THENCE ALONG A CURVE TO THE LEFT AIJ 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 ON 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 A.ND CONTINUING ALONG THE NORTHERLY RAILROAD RIGHT OF WAY ALONG A CURVE TO THE LEFT All ARC LENGTH OF 800.23 FEET WITH A RADIUS OF 1859.86 FEET AND A CENTRAL ANGLE OF 24 DEGREES 39 MINUTES 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. 9 0 EXHIBIT B Miller Parcel Page 2 of 3 EXCEPTING THEREFROM THE "SHANNON TRACT" LOCATED IN THE SOUTHWEST QUARTER OF SECTION 4 A14D THE SOUTHEAST QUARTER OF SECTION 3, TOWNSHIP 5 SOUTH, PAITGE 82 WEST OF THE 6TH PRINCIPAL MERIDIAN, EAGLE COUNTY, COLORADO, MORF, PARTICULARLY DESCRIBED AS FOLLOWS: BEGINIIING AT A BRASS CAP FROM WHICH THE SOUTHEAST CORNER OF SECTION 4 BEARS SOUTH 01 DEGREES 29 MINUTES 05 SECONDS WEST 1041.07 FEET; THENCE SOU1111 89 DEGREES 31 MINUTES 21 SECONDS WEST 59.50 FEET TO A BRASS CAP; THENCE 14ORTII 02 DEGREES 13 MINUTES 18 SECONDS EAST 60.02 FEET TO A BRASS CAP; THENCE SOU'T'H 89 DEGREES 42 MINUTES 26 SECONDS WEST 59.33 FEET TO A BRASS CAP; THENCE SOUTH 02 DEGREES 04 M114UTES 06 SECONDS EAST 59.82 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE "CEMETERY" LOCATED IN THE SOU'T'HWEST QUARTER OF SECTION 4 AND THE SOUTHEAST QUARTER OF SECTION 3, TOWNSHIP 5 SOUTH, RA14GE 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 SECO14DS EAST 110.78 FEET TO A FENCE CORNER; THENCE SOUTH 02 DEGREES 21 M114UTES 29 SECONDS WEST 399.34 FEET TO A FENCE CORIIER; TIIE14CE NORTH 89 DEGREES 43 MINUTES 58 SECONDS WEST 111.36 FEE'T' 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 MERIDIA11, EAGLE COUNTY., COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 014 THE SOUTH LINE OF SECTIO14 4 FROM WHICH THE SOUTH QUARTER CORNER OF SECTION 4 BEARS NORTH 89 DEGREES 39 MINUTES 48 SECONDS WEST 176.00 FEET; T11E1•ICE 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 GRANDE RAILROAD; THENCE ALONG THE RAILROAD RIGHT OF WAY ALONG A CURVE TO THE LEFT AN ARC.LENGTH OF 623.91 FEET WITH A RADIUS OF 1954.86 FEET AND A CENTRAL AIIGLE CF 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 AL014G THE SOUTH LINE OF SECTIO14 4 NORTH 89 DEGREES 39 MINUTES 48 SECONDS WEST 1360.38 FEET TO THE POINT OF BEGINNING. PARCEL C: A PARCEL OF LA1ID LOCATED IN THE SOUTH 1/2 OF SECTION 4, TOWNSHIP 5 SOUTH, RA14CE 82 WEST OF THE 6T11 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 0 EXHIBIT B Miller Parcel • Page 3 of 3 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 MINUTES 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 RIGHT OF WAY NORTH 86 DEGREES 37 MINUTES 36 SECONDS EAST 632.72 FEET TO A POINT ON THE EAST LINE OF SECTION 4; THENCE DEPARTING 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 SOUTHWEST CORNER OF SECTION 3 BEARS SOUTH 10 DEGREES 23 MINUTES 36 SECONDS WEST 500.52 FEET; THENCE ALONG THE RAILROAD RIGHT 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 WITH A RADIUS OF 29,64.79 FEET AND A CENTRAL ANGLE OF 11 DEGREES 47 MINUTES 00 SECONDS; THENCE NORTH 74 DEGREES 50 MINUTES 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 ALONG 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, WITH 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 !0 DEGREES 12 MINUTES 33 SECONDS TO A POINT ON THE WEST LINE 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 CONTINUING ALONG THE NORTH BANK OF THE EAGLE RIVER NORTH 59 DEGREES 45 MINUTES 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 28.27 FEET; THENCE SOUTH 55 DEGREES 44 MINUTES 10 SECONDS WEST 55.99 FEET; THENCE NORTH 84 DEGREES 59 MINUTES 43 SECONDS WEST 32.05 FEET; THENCE SOUTH 75 DEGREES 38 MINUTES 23 SECONDS WEST 44:81 FEET; THENCE SOUTH 60 DEGREES 24 MINUTES 08 SECONDS WEST 42.07 FEET; THENCE NORTH 79 DEGREES 56 MINUTES 14 SECONDS WEST 17.17 FEET; THENCE SOUTH 86 DEGREES 49 MINUTES 25 SECONDS WEST 42.25 FEET; THENCE SOUTH 71 DEGREES 36 MINUTES 56 SECONDS WEST 32.12 FEET; THENCE NORTH 64 DEGREES 08 MINUTES 32 SECONDS WEST 32.04 FEET TO THE POINT OF BEGINNING.