HomeMy Public PortalAboutResolution 2021-07-02 Dafault of Amended and Restated Annexation Agreement for the Rendezvous Property TOWN OF FRASER
RESOLUTION NO. 2021-07-02
A RESOLUTION REGARDING DEFAULT OF AMENDED AND RESTATED ANNEXATION
AGREEMENT FOR THE RENDEZVOUS PROPERTY
BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, THAT:
(1) The Board finds and determines that:
(a) Section 10.10 of the Amended and Restated Annexation Agreement for the
Rendezvous Property, dated as of June 4, 2003, and recorded in the Grand County, Colorado,
real property records on December 30, 2003, at Reception No. 2003-016733; as amended by the
First Amendment to Annexation Agreement dated as of November 2, 2005, and recorded
November 8, 2005, at Reception No. 2005-012708; (collectively, the "Annexation Agreement"),
requires the conveyance of a conservation easement encumbering Elk Creek Meadow and
Cozens Meadow "upon approval of a FPDP or subdivision for each of the adjoining Planning
Areas, or before October 31, 2007, whichever comes first" (the "Conservation Easement
Obligations").
(b) Pursuant to Resolution 2015-07-03, granting approval of the Final Plan and Final
Plats for Elk Creek Filings 1 and 2 at Grand Park, the Board of Trustees included a provision
which read (the "2015 Conservation Easement Requirement"): "The Board of Trustees
authorizes the Town Manager and Town Attorney to negotiate the final terms of the conservation
easement and to authorize appropriate Town officials to accept and execute such easement upon
approval of the terms thereof by the Town Manager and Town Attorney." Such provision was in
reference to completion of the Conservation Easement Obligations.
(c) On or about March 3, 2020, a Deed of Conservation Easement was signed by C.
Clark Lipscomb on behalf of Grand Park Development LLC, and by Philip Vandernail on behalf of
the Town of Fraser, which Deed was subsequently recorded on March 4, 2020 at Reception No.
2020001847 (the "Void Conservation Easement"). The Void Conservation Easement was not
approved by the Town Attorney as required by the 2015 Conservation Easement Requirement,
and therefor by Resolution No. 2020-10-05, the Board of Trustees declared that the Void
Conservation Easement was "wholly invalid, unenforceable and null and void" as it was not
properly authorized for execution by the Town.
(d) In Resolution No. 2020-10-05, the Town also stated that the Conservation
Easement Obligations "remain as binding, unfulfilled obligations of Cornerstone Winter Park
Holdings LLC and Grand Park Development LLC and the Town of Fraser will enforce those
obligations."
(e) On May 13, 2021, the Town issued a notice of default of the Annexation Agreement
to Cornerstone Winter Park Holdings LLC ("Cornerstone") for failure to comply with the
Conservation Easement Obligations of the Annexation Agreement. The notice of default cited a
thirty (30) day period for the cure of the default. To date the default of the Annexation Agreement
has not been cured by Cornerstone.
(2) Therefore, the Board of Trustees hereby authorizes and directs the Town Attorney and
the Town Manager to undertake any and all of the following remedies available pursuant to the
Annexation Agreement, against Cornerstone:
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(a) file and prosecute a court action for specific performance or mandatory or
prohibitory injunction against Cornerstone;
(b) withhold the approvals of any pending applications or the issuance of any pending
permits or certificates of occupancy, including but not limited to FPDP's, subdivision applications,
building permits or certificates of occupancy;
(c) any remedies permitted under the Subdivision Regulations or the PDD Ordinance;
and
(d) initiate and complete the condemnation of a conservation easement interest to
meet the Conservation Easement Obligations, pursuant to C.R.S. § 38-6-102, provided that in the
Annexation Agreement, the Developer agreed that the fair market value of such property interest
is zero because of the irrevocable obligation of the Developer to grant a conservation easement
interest to the Town in the Annexation Agreement.
DULY MOVED, SECONDED, AND ADOPTED THIS21 DAY OF 50\N{ , 2021.
Votes in favor: (0 BOARD TRUSTEES OF THE
Votes opposed: I • v , I F- = R, COLORA
Absent: 0
Abstained: 0 BY: Z.
Phili. Vandernail, Mayor
i.° OF F�'50-P ATTEST:
S t6L `fVt
Antoinette McVeigh, Town Cle
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