Exclusive Artist Development Agreement - DOC by wrh22281

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									                                                                             MARCH 22, 2006


                       CROSSROADS DEVELOPMENT AGREEMENT

            THIS CROSSROADS DEVELOPMENT AGREEMENT (this “Agreement”) is made
effective as of the __ day of March, 2006, by and between the TOWN OF VAIL, a municipal
corporation duly organized and existing under and by virtue of the laws of the State of Colorado
(the “Town”), and CROSSROADS EAST ONE, LLC, a Colorado limited liability company
(“Crossroads”).

                                           RECITALS:

A. Crossroads intends to redevelop certain real property in the Town of Vail, commonly known
   as Crossroads at Vail, which is located in Special Development District No. 39, legally
   described on Exhibit A attached hereto and incorporated herein by reference (the
   “Property”).

B. The Town, through its appropriate boards and reviewing agencies, including its Planning and
   Environmental Commission, has approved plans to allow for the redevelopment of the
   Property pursuant to Town of Vail Ordinance No. 5, 2006 (the “Crossroads Project”).

C. Pursuant to the Crossroads Approvals, hereinafter defined, and to further mitigate the impact
   of the Crossroads Project, Crossroads has agreed to provide certain public benefits and
   improvements as more specifically described and defined herein.

          NOW, THERFORE, in consideration of the above premises and the mutual covenants
and agreements set forth herein, the parties agree as follows:

1. References to the Crossroads Approvals. The “Crossroads Approvals” shall refer to those
   plans, specifications and agreements approved by the Town for the Crossroads Project. The
   “Final Plans” include the plans approved as part of Town of Vail Ordinance No.5, Series
   2006, plans approved by the Town’s Design Review Board (the “DRB”), and construction
   plans approved in connection with any building permit.

2. Required Improvements—Allocation of Responsibility. The parties hereby agree that if
   Crossroads obtains a building permit and commences construction of the Crossroads Project,
   Crossroads shall be responsible for the following improvements as more specifically set forth
   below (the “Required Improvements”):

   a. Public Improvements: Pursuant to the Crossroads Approvals, Crossroads is responsible
      for designing, installing and constructing (as applicable) the following improvements, as
      depicted on the Final Plans (the “Public Improvements”):

          i.   New heated paver sidewalks along the south side of South Frontage Road, the
               north side of East Meadow Drive, and the west side of Village Center Road.

         ii.   New curbs and gutters along South Frontage Road, East Meadow Drive, Willow
               Bridge Road and Village Center Road.
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        iii.   A new raised median in South Frontage Road with new landscape materials and
               irrigation facilities.

         iv.   Street lighting, as approved by the DRB, on South Frontage Road, East Meadow
               Drive, Willow Bridge Road and Village Center Road.

         v.    Storm drainage improvements adjacent to the Property and along South Frontage
               Road, East Meadow Drive, Willow Bridge Road and Village Center Road to
               adequately convey storm-water runoff.

         vi.   Reconstruction of Village Center Road, including the installation of heat tubing
               for connection by the Town to a Town heat source, the connection to the heat
               source, all costs of providing the heat source, the maintenance of the heat source
               and heat tubing, costs allocated for heating Village Center Road, landscape
               materials, construction of a utility conduit trench system, street lighting, concrete
               unit pavers and the required subsurface support system. Crossroads shall be
               responsible for heating Village Center Road for the life of Special Development
               District No. 39, Crossroads (the “SDD”).

        vii.   Reconstruction of East Meadow Drive and Willow Bridge Road, including the
               installation of heat tubing to be made available to the Town for future connection
               by the Town to a Town funded heat source (not yet determined), landscape
               materials and planters, construction of utility conduit trench system, street
               lighting, concrete unit pavers and the required subsurface support system.

       viii.   Crossroads shall be responsible for the heat and snowmelt facilities, including the
               heat plant and heat distribution system, required for the sidewalks along the south
               side of South Frontage Road, the north side of East Meadow Drive and the west
               side of Village Center Road, the Plaza (as hereinafter defined), other walkways
               within the Property boundaries, and the ongoing operation and maintenance of
               such facilities. Notwithstanding the foregoing, Crossroads may install and
               operate the heat plant and heat distribution system in locations satisfactory to
               Crossroads, in its ordinary business judgment, in such area(s) as are specified on
               the Final Plans.

         ix.   Crossroads shall be responsible for irrigating and maintaining all landscape areas
               and plant materials within the public right-of-way located directly adjacent to the
               eastern-most portion of the Property, as depicted on the Final Plans.

   b. Other Required Improvements: Pursuant to and in accordance with the Crossroads
      Approvals, Crossroads is also responsible for providing, constructing, operating and
      maintaining (as applicable) the following improvements:

          i.   Public Plaza: The Crossroads Project includes a plaza of approximately 24,130
               sq. ft. (the “Plaza”). Once construction of the Crossroads Project is complete, as
               evidenced by the issuance of a temporary certificate of occupancy, and subject to
               the additional terms and conditions contained herein, Crossroads or its designee
               shall transfer, assign or otherwise convey to the Town (or a Town-controlled


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               general-improvement district) the authority to operate the Plaza for the public
               benefit, as more specifically described in Section 3 below.

         ii.   Ice Rink: The Plaza will include an ice rink (the “Ice Rink”) during the Ski
               Season, as hereinafter defined.

               A. Barring any climatic anomalies, Crossroads shall operate the Ice Rink during
                  Ordinary Operating Hours, as defined below, throughout the Ski Season.
                  Each year, the “Ski Season” shall commence the Saturday before
                  Thanksgiving and run until the last day of operation of the Vail Mountain ski
                  lifts. “Ordinary Operating Hours” shall mean those hours of operation
                  observed by similarly situated skating facilities in the ordinary course of
                  business.

               B. The general public shall have access to the Ice Rink free of charge, subject to
                  such reasonable rules and regulations as Crossroads may determine from time
                  to time.

               C. Crossroads shall install, maintain and operate refrigeration equipment
                  adequate to maintain a suitable ice surface throughout the Ski Season without
                  the use of sunscreens or sunshades; provided, however, that the Plaza may
                  include—subject to DRB approval—sunscreens or sunshades for aesthetic
                  reasons unrelated to the quality of the ice surface. The refrigeration
                  equipment, sunscreens and/or sunshades, if any, shall be as depicted on the
                  Final Plans.

               D. Subject to Force Majeure Delays, as defined below, Crossroads shall
                  commence Ice Rink operations no later than 6 months after the issuance of a
                  temporary certificate of occupancy for the Crossroads Project.

               E. Crossroads shall operate the Ice Rink in good faith for the life of the SDD.

               F. During the Ski Season, Crossroads shall operate a concession facility to rent
                  ice skates at commercially reasonable rates.

        iii.   Public Art: Crossroads shall provide at least $1.1 million in public art to be
               located on Crossroads Project site (the “Public Art”). The Public Art required
               hereunder must be (A) approved by the Town Council upon recommendation
               from the Art in Public Places Board, such approval not to be unreasonably
               delayed or withheld, and (B) located in plain-sight, open area(s) of the Crossroads
               Project to ensure that it may be viewed and enjoyed by the public. Applications
               for approval by the Town shall be accompanied by a narrative and visual
               description of the artwork, a schedule for installation, an itemized budget, the
               artist’s resume and a maintenance plan. All Public Art shall be installed within 1
               year after the issuance of a temporary certificate of occupancy for the Crossroads
               Project and remain in place for the life of the SDD; provided, however, that
               Crossroads may, with the Town’s prior written approval, remove and replace all
               or any portion of the Public Art. Notwithstanding the foregoing, if, after meeting


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               its $1.1 million obligation hereunder, Crossroads elects to install additional
               artwork in open areas of Crossroads Project, such artwork shall not be subject to
               the provisions of this paragraph. Further, notwithstanding anything to the
               contrary contained herein, all artwork on the Property, including, without
               limitation, the Public Art, shall be the exclusive property of Crossroads.

         iv.   Loading Berth: The Crossroads Project shall include a five-berth loading and
               delivery facility as depicted on the Final Plans (the “Loading Berth”). Crossroads
               agrees to make the Loading Berth available, free of charge, for use by area
               businesses as part of the Town’s dispersed loading and delivery program.
               Crossroads and the Town shall jointly establish reasonable rules and regulations
               governing the use of the Loading Berth in order to accommodate Crossroads
               loading and delivery needs and prevent Crossroads from bearing any undue risk
               associated with public use of the facility. Crossroads agrees to provide access to
               the Loading Berth from the Plaza Level via elevator or other conveyance, as
               shown on the Final Plans.

         v.    Bus Waiting Area: The public may use the portion of the southwest corner of the
               Plaza and the stairs adjacent thereto (as shown on the Final Plans), as a waiting
               area for the Town’s in-town shuttle (the “Bus Waiting Area”).

         vi.   Restrooms: The Crossroads Project includes public restroom facilities on the
               Plaza Level and the Garage Level, as depicted on the Final Plans (the “Public
               Restrooms”). The Public Restrooms shall be open, available and readily
               accessible to the general public from 6am until 2am each day and shall be
               appropriately signed to facilitate public use. Crossroads shall be responsible for
               operation and maintenance of the Public Restrooms.

        vii.   Bowling Alley and Movie Theater: The Crossroads Project includes a space that
               will be developed as a three-screen movie theater (the “Movie Theater”) and a
               space that will be developed as a ten-lane bowling alley (the “Bowling Alley”).
               The improvements necessary for the operation of the Movie Theater and Bowling
               Alley will be completed prior to the issuance of a temporary certificate of
               occupancy for the residential component of the Crossroads Project, or any portion
               thereof. Crossroads shall operate the Movie Theater and Bowling Alley in good
               faith for the life of the SDD and in material conformity with standards generally
               and ordinarily observed by recognized first-class operators of similar facilities in
               the Denver metropolitan area.

               A. Change of Use—Crossroads. Crossroads shall provide not less than 90 days’
                  notice to the Town of its intent to discontinue operating the Bowling Alley or
                  Movie Theater. Additionally, any change of use (permitted or conditional) or
                  deliberate discontinuance of Movie Theatre or Bowling Alley operations for
                  more than 90 consecutive days or for 100 days out of any 180-day period shall
                  require Crossroads to obtain a major amendment to the SDD authorizing such
                  change of use or discontinuance. Any proposed change of use must provide
                  “public amenity” in the same sense as the Bowling Alley and Movie Theater


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                   provide public amenities.

               B. If Crossroads has not in good faith submitted a request for an amendment to
                  the SDD, reasonably acceptable to the Town, within 4 months after
                  Crossroads’ deliberate discontinuance of Movie Theatre or Bowling Alley
                  operations, Crossroads shall pay to the Town: $5,000 per day for each day that
                  the Bowling Alley, or other Town-approved public amenity, is not operated in
                  the Bowling-Alley space; and $2,000 per day, per Screen (hereinafter
                  defined), for each day that the Movie Theater, any Screen contained therein or
                  other Town-approved public amenity, as applicable, is not operated in the
                  Movie-Theater space. The Town may adjust the foregoing amounts from time
                  to time by multiplying each by the cumulative increases in the Consumer
                  Price Index, taking the year in which the Bowling Alley and Movie Theater
                  are granted temporary certificates of occupancy as the base year. “Screen”
                  shall mean any of the three Movie Theater screens depicted on the Final Plans.

               C. In addition to the foregoing, Crossroads shall operate the Movie Theater and
                  Bowling Alley year-round, in good faith, for the life of the SDD and shall not,
                  in any event, suspend operations to avoid the economic consequences of poor
                  attendance during seasonal lulls in local tourism.        If Crossroads ceases
                  operations in violation of this paragraph for more than 30 consecutive days or
                  for 40 days out of any 60-day period, Crossroads shall pay to the Town the
                  amounts set forth immediately above for each day that the relevant
                  operation(s) remain closed.

               D. In lieu of the payments outlined above, the Town hereby expressly reserves
                  the right to pursue any other remedies available at law or in equity, including,
                  without limitation, specific performance.

   c. Offsite Improvements: The Required Improvements shall be as described in the
      Crossroads Approvals and depicted on Final Plans. To the extent Crossroads has
      ongoing obligations with respect to the Required Improvements that are to be located
      within properties owned by the Town (the “Offsite Improvements”), the Town shall grant
      Crossroads a perpetual easement allowing Crossroads to fulfill such obligations, as more
      specifically set forth below. All Offsite Improvements shall be constructed using the
      same specifications, design and materials utilized by the Town for similar work. The
      DRB shall review all plans and specifications for the Offsite Improvements. The Town
      shall inspect and approve all work associated with the Offsite Improvements.

          i.   Construction and Maintenance Easement: The Town hereby grants and declares,
               for the benefit of Crossroads and its designees from time to time, a non-exclusive
               easement (the “Construction and Maintenance Easement”) for the construction
               and installation (as applicable) of those portions of the Offsite Improvements that
               are to be located within properties owned by the Town. Those parties are further
               authorized to enter those properties and undertake therein any related construction
               warranty work or subsequent repairs or maintenance for which Crossroads may
               otherwise be obligated and which pertain to the Offsite Improvements that remain


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               in place from time to time, with Crossroads’ obligations in this regard being
               conditioned on the effectiveness of this authorization or other authorization
               provided by the Town allowing for timely entry.

   d. Employee Housing: Crossroads shall provide the Town deed restricted employee
      housing sufficient to accommodate 12 occupants by executing appropriate restrictive
      covenant(s) on form(s) provided by the Town. Any dwelling unit(s) restricted shall
      conform to the following floor area requirements: a one-bedroom unit shall contain at
      least 550 sq. ft. of floor area and accommodate no more than 2 occupants; a two-bedroom
      unit shall contain at least 850 sq. ft. of floor area and accommodate no more than 3
      occupants; a three-bedroom unit shall contain at least 1,350 sq. ft. of floor area and
      accommodate no more than 4 occupants; and a four-bedroom unit shall contain at least
      1,500 sq. ft. of floor area and accommodate no more that 5 occupants. The Town may
      approve minor variations in floor area when the overall intent of the floor area
      requirements is being met. Any deed restriction shall be for property located within the
      Town. Such deed restriction(s) shall be executed and provided to the Town for recording
      and restricted unit(s) shall be available for occupancy prior to the issuance of a temporary
      certificate of occupancy for the Crossroads Project or any phase thereof. Any deed
      restricted employee housing unit shall comply with the standards and procedures
      established by the Town Zoning Regulations.

   e. Traffic Impact Fees: Crossroads acknowledges and agrees that the Crossroads Project
      may generate 68 additional PM peak hour trips and agrees to pay the Town a traffic
      impact fee of $6,500 per PM peak hour generated trip, for a total of $442,000 (the
      “Traffic Impact Fee”). The parties further acknowledge and agree that the obligation to
      pay the Traffic Impact Fee shall be a condition of the issuance of a building permit for
      the Crossroads Project; provided, however, that payment of the fee shall not be required
      until the issuance of a temporary certificate of occupancy for the Crossroads Project.
      Crossroads agrees that this Traffic Impact Fee has been fairly and properly calculated to
      offset the impacts created by the Crossroads Project. The parties further acknowledge
      and agree that the Traffic Impact Fee shall be used by the Town working cooperatively
      with CDOT for improvement to the South Frontage Road to accommodate a future turn-
      around or other warranted improvement.

   f. Operating Covenant. The Crossroads Project includes the development of residential
      condominiums, retail and commercial space.

          i.   The residential portion of the Crossroads Project includes a lobby, front desk and
               concierge facilities. Crossroads and the Town shall enter into an Operating
               Covenant Agreement requiring Crossroads to operate the lobby, front desk and
               concierge facilities (the “Lobby Amenities”) in material conformity with the
               standards generally and ordinarily maintained by any recognized first-class hotel
               operator for the life of the SDD.

         ii.   The Project includes commercial and retail space on the Plaza Level and
               Promenade Level as depicted on the Final Plans. The Operating Covenant
               Agreement shall require the retail and commercial space, including, without


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               limitation, the Movie Theater and Bowling Alley, to be owned and operated as a
               unified commercial enterprise (“Unified Commercial Enterprise”) for the life of
               the SDD.

   g. Condominium Covenants, Conditions and Restrictions: Prior to the approval of the final
      plat and condominium map for the Crossroads Project, the Town shall review and
      approve the Condominium Covenants, Conditions and Restrictions (the “CC&R’s”) for
      the Crossroads Project. Crossroads shall be required to include in CC&R’s, or other
      appropriate condominium document(s), provisions allowing public activities and events
      on or about the Plaza in conformance with provisions of this Agreement.

   h. Parking Management. Before applying for a building permit for the Crossroads Project,
      Crossroads must submit and the Town Council must approve a parking management plan
      (the “Parking Management Plan”) which sets forth, in sufficient detail, the proposed use,
      operation and management of the parking facility planned in connection with the
      Crossroads Project (the “Parking Facility”). The Town Council shall approve the
      Parking Management Plan so long as it is reasonably calculated to (i) maximize the use
      and occupancy of the Parking Facility and (ii) ensure that spaces not used by owners of
      residential condominium units or by commercial tenants or owners are available to the
      general public to the greatest extent possible. Such approval shall not be unreasonably
      withheld or delayed.

   i. Improvements to Vail Village Inn Phase 3 Property: Pursuant to the Site Plan,
      Crossroads shall provide the following improvements to the Vail Village Inn Phase 3
      property, if, and only if, allowed by the Vail Village Inn Phase 3 Condominium
      Association (the “Association”). If the Association does not agree to the improvements
      as proposed by Crossroads and the easement documentation required by Crossroads to
      evidence same, then Crossroads is hereby relieved of any requirement to provide said
      improvements. Crossroads proposes to fund, install, and construct (as applicable) the
      following improvements:

          i.   Four (4) large evergreen trees (20’ in height) will either be relocated or planted
               new in the area indicated on the Final Plans, subject to direction on the exact
               location provided by the Association. Continued maintenance of these trees shall
               be the responsibility of the Association;

         ii.   A private pocket park is to be created in the area shown on the site plan partially
               located on the property of the Association and partially on the Crossroads
               property. The park will contain landscape area, walkways, benches, and plant
               materials including trees as proposed by Crossroads. Crossroads will fund the
               construction of these improvements. The individual property owners will be
               responsible for continued maintenance of the improvements. Each property
               owner will maintain the improvements within his/her property; and

        iii.   The stairs indicated on the site plan will be converted to an ADA accessible ramp
               that extends onto the property of the Association. Crossroads will fund the
               construction of these improvements, but continued maintenance of the


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               improvements will be the responsibility of the individual property owners. Each
               property owner will maintain the improvements within his/her property.

   j. Crossroads shall dedicate a non-exclusive public access easement on the west side of the
      Crossroads Project connecting the Vail Village Inn Phase 3 to East Meadow Drive and
      the Plaza, as depicted on the Final Plans.

3. Special Taxing Districts and Public Finance. The parties intend that the construction, use,
   operation and maintenance of the Public Improvements and certain other Required
   Improvements will be governed by and financed through the creation of one or more
   metropolitan districts, established pursuant to C.R.S. § 32-1-101 et seq. (the “Special District
   Act”), and a single general-improvement district, established pursuant to C.R.S. § 31-25-101
   et seq., as more specifically described and defined below (collectively, the “Special Taxing
   Districts”) . The parties believe that this structure will: (a) properly allocate the various
   rights and responsibilities associated with the construction, use, operation and maintenance
   of the Required Improvements; (b) reinforce the public character of the Plaza by placing its
   management in the hands of public, quasi-governmental entities; (c) grant the Town authority
   to control the use of the Plaza and the operation and maintenance of certain other Required
   Improvements; and (d) provide a reliable, enduring financing mechanism to ensure the long-
   term vitality of the Required Improvements. For purposes of this Section 3, references to the
   “Required Improvements” shall mean only those Required Improvements that qualify for
   public financing under Colorado law. In consideration of the foregoing, the parties agree as
   follows:

   a. The Town will permit and provide requisite approvals for the formation of not more than
      two metropolitan districts proposed by Crossroads, whose boundaries will be coextensive
      with the Property limits (the “Metropolitan Districts”). The service plan for the
      Metropolitan Districts (the “Service Plan”) will authorize the Metropolitan Districts to
      undertake the construction, financing, operation and maintenance of the Required
      Improvements, or applicable portions thereof. In addition, the Service Plan will limit the
      Metropolitan Districts’ powers to: (i) constructing the Required Improvements; (ii)
      operating and maintaining all Required Improvements not operated and maintained by
      the GID (hereinafter defined), as more specifically set forth below; (iii) securing
      financing necessary to perform such functions through the imposition of property taxes
      and development fees; and (iv) taking such other actions and exercising such other
      powers, consistent with the Special District Act, as are necessary for or incidental to the
      performance of the Metropolitan Districts’ duties as outlined in the Service Plan.

   b. Concurrent with and subject to the formation of the Metropolitan Districts for the
      purposes contemplated hereunder, Crossroads will execute a petition for the formation of
      a single general-improvement district, whose boundaries will be coextensive with the
      Property limits (the “GID”). The GID will be authorized to undertake, pursuant to an
      intergovernmental agreement with the Metropolitan Districts (the “IGA”), the
      management, operation and maintenance of certain Required Improvements and the
      financing required in connection therewith. The IGA will expressly limit the GID’s
      powers to: (i) controlling the use of the Plaza; (ii) operating and maintaining certain



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       Required Improvements; and (iii) securing financing necessary to perform such
       functions.

   c. Subject to the other provisions of this Section 3, the Metropolitan Districts will delegate,
      assign or otherwise convey to the GID the authority to control the use of the Plaza,
      pursuant to the terms of the IGA, for the life of the SDD. Such authority shall include,
      without limitation, the power to plan, program, schedule, administer and regulate all
      public and special events conducted on the Plaza and otherwise use and run the Plaza for
      the public benefit; provided, however, that all Plaza uses including, without limitation,
      public and special events, must be consistent with ordinary uses for similar public parks
      within the Town. Although the Town-run GID will have the authority to control the use
      of the Plaza, within the parameters of the IGA, the Metropolitan Districts will retain the
      responsibility for maintaining the Plaza in material conformance with the standards
      generally and ordinarily observed by any recognized first-class hotel operator (the
      “Operating Standard”). If the Metropolitan District fails to maintain the Plaza consistent
      with the Operating Standard, the Metropolitan District shall delegate, assign or otherwise
      convey to the GID the authority to maintain the Plaza for the life of the SDD; provided,
      however, that the GID shall be required to maintain the Plaza in compliance with the
      Operating Standard, the IGA and any other agreement(s) or instrument(s) bearing on the
      operation and maintenance of the Plaza.

   d. In addition to the foregoing, the parties agree that the following provisions shall govern
      the use and operation of the Plaza:

          i.   The public shall have free and unrestricted access to the Plaza, except during
               public and special events approved by the GID.

         ii.   No special events shall conclude after 11:00pm without the prior written consent
               of Crossroads and the Metropolitan Districts.

        iii.   Crossroads shall have the right to schedule and conduct 15 special events each
               calendar year; provided, however, that Crossroads shall be required to schedule
               and conduct such special events in accordance with the GID’s procedures in effect
               from time to time.

         iv.   The party conducting the special event shall be responsible for all costs associated
               with the special event, including the cost of cleaning the Plaza consistent with the
               Operating Standard and restoring the Plaza to the condition that existed prior to
               the occurrence of the special event. To the extent that the party conducting the
               special event cannot complete such cleanup and restoration prior to 11:00pm on
               the night of the special event, such party shall complete the remaining cleanup
               and restoration between 7:00am and 10:00am on the following morning.

          v.   All special events shall be conducted in such a manner as to allow free and
               unrestricted access to the commercial establishments adjacent to the Plaza at all
               times.



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4. Bonding For Public Improvements. The parties hereby acknowledge and agree that, except
   as otherwise expressly provided herein, no certificates of occupancy, temporary or
   permanent, will be issued for the Crossroads Project until Crossroads has: (a) completed the
   Required Improvements as set forth in Section 2 above; or (b) posted or caused to be posted
   security for the remaining incomplete items with the Town (by letter of credit or other
   reasonably acceptable financial device), in an amount equal to 125% of the projected
   construction costs of those remaining items.

5. Schedule for Performance. Crossroads agrees to commence Vertical Construction, as
   hereinafter defined, not later than 3 years following final non-appealable approval of Town
   of Vail Ordinance No. 5, Series 2006. “Vertical Construction” shall mean above ground
   construction of the frame or at least one elevator core.

6. Certificate of Compliance. It is agreed that, upon completion of any of the Required
   Improvements contemplated by this Agreement and the expiration of the warranty period (as
   defined below), the Town shall, upon the request of the party responsible for the particular
   Required Improvement(s), execute a certificate stating that such improvement(s) have been
   constructed in compliance with this Agreement. Said certificate shall not be unreasonably
   withheld if the requesting party has completed the improvements in a good and workmanlike
   manner, consistent with the Final Plans.

7. Warranty. Crossroads shall warrant any and all Offsite Improvements for which it is
   responsible hereunder for a period of 2 years from the date of substantial completion, as
   evidenced by the issuance of a temporary certificate of occupancy (“Substantial
   Completion”). Specifically, Crossroads shall warrant that any and all offsite physical
   improvements required by this Agreement which are conveyed, dedicated or otherwise done
   for the benefit of the public shall be free from any defects in materials and workmanship, and
   free from any security interest, monetary lien or other encumbrance for a period of two 2
   years from the date of Substantial Completion.

8. Liability of Successors. The provisions hereof touch and concern and run with the ownership
   of the Property. However, Crossroads’ rights and obligations as set forth in this Agreement,
   including, without limitation, Crossroads’ responsibilities with respect to the Required
   Improvements (the “Development Obligations”), shall be assignable as set forth below:

   a. Subject to and in accordance with the provisions of Section 3 above, Crossroads will
      assign to the Metropolitan Districts the authority to construct, operate and maintain the
      Required Improvements, or eligible portions thereof, to the extent the same qualify for
      public financing under Colorado law.

   b. In addition to the foregoing, Crossroads may assign the operation and maintenance of any
      Required Improvements that do not qualify for public financing under Colorado law
      (including, by way of example, the Lobby Amenities and the Parking Facility) to any
      owners’ association formed in connection with the Crossroads Project.

   c. Except as otherwise set forth in this Section 8, Crossroads may assign the Development
      Obligations, or relevant portions thereof, to any successor owner in the Crossroads


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       Project.

   d. If Crossroads assigns any of the Development Obligations pursuant to this Section 8,
      Crossroads will have no further liability for any of those Development Obligations that
      are so assigned.

   e. The Town agrees to cooperate reasonably and diligently in furnishing recordable releases
      and terminations of this Agreement, or for discrete portions of the requirements
      hereunder, when the relevant requirements have been satisfied or assigned.

   f. Subject to the foregoing provisions, (i) this Agreement shall be binding upon and inure to
      the benefit of Crossroads and its successors and assigns, and (ii) references in this
      Agreement to “Crossroads” shall be construed to include its successors and assigns from
      time to time.

   g. Notwithstanding anything to the contrary contained herein, the Movie Theater and
      Bowling Alley shall be owned and operated as part of the Uniform Commercial
      Enterprise for the life of the SDD. Ownership of and responsibility for the Movie
      Theater and Bowling Alley, including all obligations in Section 2.b.vii above, may only
      be transferred to a purchaser who acquires the Unified Commercial Enterprise in its
      entirety.

9. Vested Rights. Except to the extent that Crossroads must satisfy the requirements of Section
   5 above, Crossroads and the Town agree that the Crossroads Project Approvals and this
   Agreement collectively constitute an approved “site-specific development plan” for the
   Property and the Crossroads Project under the Vested Rights Laws (as defined below).
   Pursuant thereto, the Town agrees that Crossroads, and its successors in interest in the
   ownership of the Property, or any portion thereof, will be entitled and have the right to
   undertake and complete development of the Property and the Crossroads Project in
   accordance with the Crossroads Project Approvals, as the same may be further amended or
   supplemented in connection with the development process by additional development and
   construction plans, platting or otherwise. This right to so develop shall constitute a vested
   property right under C.R.S. § 24-68-101, et seq. (the “Vested Rights Act”), and/or Town Code
   § 12-19-1, et seq. (collectively the “Vested Rights Laws”), and this Agreement shall
   constitute a development agreement within the meaning of the Vested Rights Act. The
   following language is hereby deemed incorporated into each of the Crossroads Project
   Approvals (and amendments and supplements thereto) as well as this Agreement: “Approval
   of this plan may create a vested property right pursuant to Colorado Revised Statutes title 24,
   article 68, as amended.”

10. Reimbursement of Costs. Crossroads shall reimburse the Town for its reasonable attorneys’
    fees and consultant expenses (past, current and future) in connection with the review and
    consideration of the Crossroads Project and the proposed Special Taxing Districts. Payment
    shall be due within 30 days of Crossroads’ of receipt of itemized invoices detailing such
    expenses.




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11. Lien and Security Interest. The Town shall have a valid lien and security interest upon the
    real property encompassing the Unified Commercial Enterprise for all sums of money
    becoming due hereunder as a result of Crossroads’ failure to operate the Movie Theater and
    Bowling Alley in conformance with the provisions of this Agreement. Such lien and security
    interest may be foreclosed in the manner and form prescribed by law (and the Town shall
    have all the rights of a secured party under Colorado law); provided, however, that the
    Town’s lien and security interest shall be subject and subordinate to the rights of any lender
    advancing funds or underwriter securing financing in connection with Crossroads Project.

12. Notices; Business Days. Any notice required or permitted under the terms of this Agreement
    shall be in writing, may be given by the parties hereto or such parties’ respective legal
    counsel, and shall be deemed given and received (a) when hand delivered to the intended
    recipient, by whatever means; (b) 3 business days after the same is deposited in the United
    States mails, with adequate postage prepaid, and sent by registered or certified mail, with
    return receipt requested; (c) 1 business day after the same is deposited with an overnight
    courier service of national or international reputation having a delivery area encompassing
    the address of the intended recipient, with the delivery charges prepaid; or (d) when received
    via facsimile on the intended recipient’s facsimile facilities accessed by the applicable
    telephone number set forth below (provided such facsimile delivery and receipt is confirmed
    on the facsimile facilities of the noticing party). Any notice under clause (a), (b) or (c) above
    shall be delivered or mailed, as the case may be, to the appropriate address set forth below:


       If to Crossroads:                          with copies to:

       Crossroads East One, LLC                   Crossroads East One, LLC
       Attn:Peter Knobel                          Attn: Jonathan Boord, Esq.
       143 E. Meadow Drive                        143 E. Meadow Drive
       Vail, CO 81657                             Vail, CO 81657
       Fax No.: (970) 479-7511                    Fax No.: (970) 479-7511
       Phone: (970) 479-7566                      Phone: (970) 479-7566

                                                  and

                                                  Garfield & Hecht, P.C.
                                                  Attn: Reed Weily, Esq.
                                                  Avon Town Square, Unit 104
                                                  0070 Benchmark Road
                                                  P.O. Box 5450
                                                  Avon, Colorado 81620
                                                  Fax No.: (970) 949-1810
                                                  Phone: (970) 949-1496




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                                                                                MARCH 22, 2006


       If to the Town of Vail:                    with a copy to:

       Town of Vail                               Town of Vail
       Attention: Town Manager                    Attention: Town Attorney
       75 S. Frontage Road                        75 S. Frontage Road
       Vail, Colorado 81657                       Vail, Colorado 81657
       Fax No.: (970) 479-2157                    Fax No.: (970) 479-2157

     Each party may change its addresses and/or fax numbers for notices pursuant to a written
     notice given in accordance with the terms hereof. As used herein, the term “business day”
     shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail
     service is not provided. Whenever any date or the expiration of any period specified under
     this Agreement falls on a day other than a business day, then such date or period shall be
     deemed extended to the next succeeding business day thereafter.

13. Severability. In the event any provision of this Agreement is held to be illegal, invalid or
    unenforceable under any present or future laws, the legality, validity and enforceability of the
    remaining provisions in this Agreement shall not be affected thereby, and in lieu of the
    affected provision there shall be deemed added to this Agreement a substitute provision that
    is legal, valid and enforceable and that is as similar as possible in content to the affected
    provision. It is generally intended by the parties that this Agreement and its separate
    provisions be enforceable to the fullest extent permitted by law.

14. General Disclaimer. Notwithstanding anything to the contrary contained herein, this
    Agreement shall not be construed to require either party to take any action contrary to any
    laws, rules, regulations, or restrictions affecting the property (collectively, the “Property
    Restrictions”). If any of the obligations agreed to hereunder are found to violate the Property
    Restrictions, the parties agree to take such actions as are necessary to remedy the violation(s)
    so that the Crossroads Project can proceed in accordance with the Final Plans, the Crossroads
    Approvals, and the provisions of this Agreement.

15. Exhibits. All Exhibits to this Agreement which are referenced by the provisions hereof as
    being attached hereto are deemed incorporated herein by this reference and made a part
    hereof.

16. Entire Agreement. This Agreement and the other contracts or agreements specifically
    referred to herein represent the entire agreement between the parties hereto with respect to
    the subject matter hereof, and all prior or extrinsic agreements, understandings or
    negotiations shall be deemed merged herein.

17. Rules of Construction. The headings appearing in this Agreement are for purposes of
    convenience and reference and are not in any sense to be construed as modifying the
    paragraphs in which they appear. Each party hereto acknowledges that it has had full and
    fair opportunity to review, make comment upon, and negotiate the terms and provisions of
    this Agreement, and if there arise any ambiguities in the provisions hereof or any other
    circumstances which necessitate judicial interpretation of such provisions, the parties
    mutually agree that the provisions shall not be construed against the drafting party, and waive


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                                                                               MARCH 22, 2006

   any rule of law which would otherwise require interpretation or construction against the
   interests of the drafting party. References herein to the singular shall include the plural, and
   to the plural shall include the singular, and any reference to any one gender shall be deemed
   to include and be applicable to all genders. The titles of the paragraphs in this Agreement are
   for convenience of reference only and are not intended in any way to define, limit or
   prescribe the scope or intent of this Agreement.

18. Effective Date. The effective date of this Agreement shall be the date upon which this
    Agreement has been executed and delivered by Crossroads and so executed by the Town
    Manager.

19. Waivers and Amendments. No provision of this Agreement may be waived to any extent
    unless and except to the extent the waiver is specifically set forth in a written instrument
    executed by the party to be bound thereby. No modification or amendment to this
    Agreement shall have any force or effect unless embodied in an amendatory or other
    agreement executed by all parties hereto.

20. Governing Law and Venue. This Agreement shall be governed by and construed in
    accordance with the laws of the State of Colorado, and Eagle County, Colorado shall be the
    venue for any dispute arising under this Agreement.

21. Additional Assurances. The parties agree to reasonably cooperate to execute any additional
    documents and to take any additional action as may be reasonably necessary to carry out the
    purposes of this Agreement.

22. No Third Party Beneficiary. No third party is intended to or shall be a beneficiary of this
    Agreement, nor shall any such third party have any rights to enforce this Agreement in any
    respect.

23. Counterparts. This Agreement may be executed in counterparts, each of which shall
    constitute an original, and which together shall constitute one and the same agreement.

24. Recording. This Agreement shall be recorded in the real property records for Eagle County,
    Colorado.

25. No Joint Venture or Partnership. No form of joint venture or partnership exists between the
    Town and the other parties hereto and nothing contained in this Agreement shall be construed
    as making the Town and the other parties to this Agreement joint venturers or partners.

26. Attorneys’ Fees. In the event any legal proceeding arises out of the subject matter of this
    Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to
    recover from the other all of the prevailing party’s costs and expenses incurred in connection
    therewith, including reasonable attorneys’ fees (and the presiding court will be bound to
    make this award).

27. Force Majeure. In the event of delays from causes beyond the reasonable control of
    Crossroads (such as, acts of God, strikes, work stoppages, unavailability of or delay in
    receiving labor or materials, defaults by contractors or subcontractors, unusual weather


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                                                                              MARCH 22, 2006

   conditions, or fire or other casualty) (each, a “Force Majeure Delay”), then the time for
   Crossroads’ performance or satisfaction of any conditions under this Agreement will be
   extended for a period or periods of time equal to the length of each Force Majeure Delay, or
   any longer period or periods as may be reasonably necessary or appropriate to accommodate
   the effect of the Force Majeure Delay.

28. Acceptance of Easement Dedications. In connection with the Crossroads Project, the Town
    has received or will receive various easement grants, made expressly as dedications and to be
    recorded in the real property records for Eagle County, Colorado (the “Records”), from
    Crossroads (the “Public Easements”). The Town hereby agrees that effective upon execution
    and delivery by The Town Manager, or upon the final written confirmation of The Town
    Manager, the Town accepts the public dedication under the grant of each Public Easement,
    for the public’s use.


                            [Balance of page intentionally left blank]




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                                                                              MARCH 22, 2006



       IN WITNESS WHEREOF, the Town and Crossroads have made this Agreement as of the
day, month and year first above written.
                                         TOWN:

                                            TOWN OF VAIL, a municipal corporation duly
                                            organized and existing by virtue of the laws of the
                                            State of Colorado



                                            By:
                                            Name:
                                            Title: Town Manager


ATTEST:


Lorelei Donaldson, Town Clerk


STATE OF COLORADO     )
                      ) ss:
COUNTY OF ___________ )

        The foregoing instrument was acknowledged before me this ____ day of
_________________, 200___, by ___________________________________ as Town Manager
of the Town of Vail, a municipal corporation duly organized and existing by virtue of the laws of
the State of Colorado.

       Witness my hand and official seal.

       My commission expires:




                                                Notary Public


                         [Signature blocks continue on following page]




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                                                                   MARCH 22, 2006


                                            Crossroads:

                                            Crossroads East One, LLC, a Colorado
                                            limited liability company



                                            By:
                                            Name:
                                            Title:


STATE OF COLORADO     )
                      ) ss:
COUNTY OF ___________ )

         The foregoing instrument was acknowledged before me this ____ day of
_________________, 200___, by ___________________________________ as
______________________________ of Crossroads East One, LLC, a Colorado limited
liability company.

               Witness my hand and official seal.

               My commission expires:




                                                Notary Public




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                                                    MARCH 22, 2006


                                    EXHIBIT A:
                                LEGAL DESCRIPTION




8a65d328-68b8-4cd7-baec-f40ec4855320.doc   A-1

								
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