Ordinance No. 2007-10Fee Exempt per Utah Code
Annotated 1953 21-7-2
Ordinance No. 07-10
Recorded at the request of and return
to: Park City Municipal Corp.
Attn: City Recorder
P. 0. Box 1480, Park City, UT 84060
AN ORDINANCE APPROVING THE UNITED PARK CITY MINES COMPANY AND
ROYAL STREET LAND COMPANY ANNEXATION OF LANDS AT PCMR AND
APPROVING AN AMENDMENT TO THE PARK CITY ZONING MAP TO PLACE THE
LANDS AT PCMR INTO THE RECREATION OPEN SPACE (ROS) ZONING
DISTRICT AND APPROVING AMENDMENTS TO THE FLAGSTAFF MOUNTAIN
DEVELOPMENT AGREEMENT, PARK CITY, UTAH.
WHEREAS, the owners of 2,800 acres of property located in unincorporated Summit
County have petitioned the City Council for approval of the Annexation of Lands
at PCMR into the City limits, an amendment to the current City Zoning Map and
an amendment to the Flagstaff Mountain Development Agreement; and
WHEREAS, the proposed annexation is approximately 2,800 acres in size; and
WHEREAS, the zoning for the 2,800 acres will be Recreation Open Space (ROS) and
zoning for the 139 acres currently within the City will also be Recreation Open
Space (ROS); and
WHEREAS, the property was properly noticed and posted according to the
requirements of the Land Management Code; and
WHEREAS, proper legal notice was sent to all affected property owners; and
WHEREAS, the Planning Commission held a public hearing on December 13, 2006, to
receive input on the Annexation of Lands PCMR, the amendment to the Park City
Zoning Map, and the amended Flagstaff Development Agreement; and
WHEREAS, the Planning Commission, on December 13, 2006, forwarded a positive
recommendation to the City Council; and,
WHEREAS, on December 21, 2006, January 11 and February 1, 2007, the City Council
held public hearings to receive input on the Annexation of Lands PCMR, the
amendment to the Park City Zoning Map, and the amended Flagstaff
Development Agreement; and
WHEREAS, on February 1, 2007, the City Council approved the Annexation of Lands
at PCMR, an amendment to the Park City Zoning Map and amendments to the
Flagstaff Mountain Development Agreement; and
WHEREAS, it is in the best interest of Park City, Utah to approve the Annexation of
Lands at PCMR, amendments to the Park City Zoning Map, and amendments to
the Flagstaff Mountain Development Agreement.
NOW, THEREFORE BE IT ORDAINED by the City Council of Park City, Utah as
RECORDER'S NOTE
LEGIBILITY OF WRITING, TYPING OR
PRINTING UNSATISFACTORY IN THIS
DOCUMENT WHEN RECEIVED.
ENTRY NO. 00806099
03/02/2007 02:42:50 PM B: 1850 P: 1794
Ordinance PAGE 1 / 103
ALON SPRIGGS: SUMMIT COUNTY RECORDER
FEE $ 0 00 BY PARK CITY MUNICIPAL CORP
�111 �; W%' vy'%ti eUtfl �ltti�i�:I �I��iil II
Fee Exempt per Utah Code
Annotated 1953 21-7-2
Ordinance No. 07-10
Recorded at the request of and return
to: Park City Municipal Corp.
Attn: City Recorder
P. 0. Box 1480, Park City, UT 84060
AN ORDINANCE APPROVING THE UNITED PARK CITY MINES COMPANY AND
ROYAL STREET LAND COMPANY ANNEXATION OF LANDS AT PCMR AND
APPROVING AN AMENDMENT TO THE PARK CITY ZONING MAP TO PLACE THE
LANDS AT PCMR INTO THE RECREATION OPEN SPACE (ROS) ZONING
DISTRICT AND APPROVING AMENDMENTS TO THE FLAGSTAFF MOUNTAIN
DEVELOPMENT AGREEMENT, PARK CITY, UTAH.
WHEREAS, the owners of 2,800 acres of property located in unincorporated Summit
County have petitioned the City Council for approval of the Annexation of Lands
at PCMR into the City limits, an amendment to the current City Zoning Map and
an amendment to the Flagstaff Mountain Development Agreement; and
WHEREAS, the proposed annexation is approximately 2,800 acres in size; and
WHEREAS, the zoning for the 2,800 acres will be Recreation Open Space (ROS) and
zoning for the 139 acres currently within the City will also be Recreation Open
Space (ROS); and
WHEREAS, the property was properly noticed and posted according to the
requirements of the Land Management Code; and
WHEREAS, proper legal notice was sent to all affected property owners; and
WHEREAS, the Planning Commission held a public hearing on December 13, 2006, to
receive input on the Annexation of Lands PCMR, the amendment to the Park City
Zoning Map, and the amended Flagstaff Development Agreement; and
WHEREAS, the Planning Commission, on December 13, 2006, forwarded a positive
recommendation to the City Council; and,
WHEREAS, on December 21, 2006, January 11 and February 1, 2007, the City Council
held public hearings to receive input on the Annexation of Lands PCMR, the
amendment to the Park City Zoning Map, and the amended Flagstaff
Development Agreement; and
WHEREAS, on February 1, 2007, the City Council approved the Annexation of Lands
at PCMR, an amendment to the Park City Zoning Map and amendments to the
Flagstaff Mountain Development Agreement; and
WHEREAS, it is in the best interest of Park City, Utah to approve the Annexation of
Lands at PCMR, amendments to the Park City Zoning Map, and amendments to
the Flagstaff Mountain Development Agreement.
NOW, THEREFORE BE IT ORDAINED by the City Council of Park City, Utah as
RECORDER'S NOTE
LEGIBILITY OF WRITING, TYPING OR
PRINTING UNSATISFACTORY IN THIS
DOCUMENT WHEN RECEIVED.
ENTRY NO. 00806099
03/02/2007 02:42:50 PM B: 1850 P: 1794
Ordinance PAGE I / 103
PLAN SPRIGGS, SUMMIT COUNTY RECORDER
FEE $ 0.00 BY PARK CITY MUNICIPAL CORP
mill1'r6, N'ti�M'�OWL
follows:
SECTION 1. APPROVAL. The above recitals are hereby incorporated as findings of
fact. The Annexation of Lands at PCMR and amendment to the Park City Zoning Map
as shown in Exhibit A is approved subject to the following Findings of Facts,
Conclusions of Law, and Conditions of Approval:
Findings of Fact:
1. The property is located within unincorporated Summit County and contains
approximately 2,800 acres to be annexed into Park City.
2. Royal Street Land Company owns a 236 acre parcel within the annexation area
known as the Shadow Lake parcel. The rest of the annexation area is owned by
United Park City Mines Company.
3. The current county zoning is Mountain Remote.
4. As part of the annexation petition the petitioner has requested Recreation Open
Space (ROS) zoning for the entire 2,800 acre parcel and an additional 139 acre
parcel currently within the City Limits and zoned Estate (E).
5. The proposed land uses are consistent with the purpose statements of the
proposed zoning district. The applicants have volunteered to restrict all
residential and commercial lodging by transferring all potential density to an
existing development area within the Flagstaff Mountain annexation area. These
restrictions are reflected in the annexation agreement.
6. Preliminary site analysis demonstrates existence of sensitive lands on the
property. Therefore, the proposed SLO zoning is appropriate.
7. The proposed annexation meets the purposes stated in the Annexation Policy
Plan, in that this annexation contributes to the achievement of the goals and
policies of the Park City General Plan and further protects the general interests
and character of Park City by including several historic mining era structures
within the Park City boundary, and provides 2,800 acres of open space and ski
resort related uses.
8. The annexation will bring the property into the Park City Municipal Corporation
boundary and enable services to be provided to the Property, such as police
and water, which are more easily accessible from the City than the County.
9. Annexation of this parcel will not create an island, peninsula, or irregular city
boundary. The annexation is a logical extension of the City Boundary.
10. This property is located within the Park City Annexation Expansion Area,
adopted by the City Council in 2003.
11. Provision of municipal services for this property is more efficiently provided by
Park City than by Summit County.
12. Areas of wetlands, visible ridges, and steep slopes have been identified on the
property. It is reasonable to include this property within the Sensitive Lands
Overlay Zone.
13. It is reasonable and logical to provide municipal level services to this property
adjacent to the western boundary of Park City. The annexation provides an
open space buffer between Park City and the proposed boundary to the west.
14. The application is subject to the City's Affordable Housing Resolution 17-99 in
that residential density is being transferred to another location in the City.
Affordable Housing is being provided under the current requirements of the
Flagstaff Mountain Development Agreement, as amended.
15. The findings in the Analysis section of the staff report dated February 1, 2007,
are incorporated herein.
Conclusions of Law:
1. The Zoning Map amendment is consistent with the Park City Land Management
Code and General Plan.
2. Approval of the Annexation and Zoning Map amendment does not adversely
affect the health, safety and welfare of the citizens of Park City.
3. This annexation meets the standards for annexation set forth in Title 10,
Chapter 2 of the Utah Code, the Park City General Plan, and Land Management
Code --Chapter 8: Annexation.
Conditions of Approval:
1. The Official Zoning Map shall be amended to include the UPCM Annexation of
Lands at PCMR property within the Recreation Open Space (ROS) District and
within the Sensitive Lands Overlay (SLO) Zone.
2. The Official Zoning Map shall be amended to change the 139 acre parcel within
the Park City limits currently zoned Estate (E) to Recreation Open Space (ROS).
3. The annexation agreement shall be substantially the same as Exhibit B, in a form
approved by the City Attorney, and fully executed and recorded with the
Annexation Plat.
4. The Flagstaff Mountain Development Agreement shall be substantially the same
as Exhibit C, in a form approved by the City Attorney, and fully executed and
recorded with the Annexation Plat.
5. The Deed Restriction and Conservation Easement for the Annexed Lands shall
be substantially the same as Exhibit D, in a form approved by the City Attorney,
and fully executed and recorded with the Annexation Plat.
SECTION 2. EFFECTIVE DATE. This Ordinance shall be effective upon
publication and the Annexation shall be effective upon recordation and filing of this
Ordinance and annexation plat pursuant to the Utah Code Annotated Section 10-2-425,
and with the execution of the Amended Flagstaff Development Agreement and UPCM
Lands at PCMR Annexation Agreement.
PASSED AND ADOPTED this 1s' day of February, 2007.
PARK CITY MUNICIPAL
CORPORATION
Mayor Dana Williams
Atte
J Vet M. Scott, City Recorder �J�M%T coy
Approved as to form: r
Mark D. Harringt , City Attorney Is
+ee4/
EY)4i3tT- A ( I or a�
t}
=i
of
Ii [
7
o
e.
�q.
g
Fi F TfR f t F - Fi4 FF Fj�£ '' L 45F E tc
@ °6e eA7 2i 5 f F�Fe # x.= F �S e 5 �L Pt Yq,..� '�Lgs
5Ct�Ft%6 5 nta�aRa S M�14 Axee ni[¢[4Ut VLxSaVG na �a�.,� S1txa t1. Ga l xC &
sir A� R r Is4
/
1
l{
'.
'� •s
ii
::S
F
1
¢ t9iee:-ri�sseSE?l;d
(q !
•rljis�flr[te(A:
v=�e=q
{ite!ar?SI?}t;'ats
6 !f C`= tqi jl tp
ei
if
HMI E}Y3- �}
ga3a71
irSet v.•: E:etu
i R. q-t
�. r,! ,s
ItIAC:E£t
a$t tt€[IS[t
-tlCIIC�t,
{{
4_3c
t.i.rF€
:elr:Ar
t-tCyC
i};tt
�p6d
°
I3€l
wi.
eS
Ey.�?q
t
15 ? [
r t[;=
ElIC r}ss
4
a
tier
r 4; rI (I �;
e
:e£„s
:i §t leV_C?le
Y :iei [v+t jY
::Q
a'
iEre
3E
HE ia. H'�'i
A€ tit Ca
1 Cr�E?t C'-t f �x
S
.i
e"s
et ai II'
+' P IPlxit
'gr fit°§ it
I €r2 I tt
tAls§ rE r2at
gam
ce
s AI°
T
-Y
-
as:
A..C_t
Park City Zoning Map
f sF � .. \1 •I r ! i
` t —
xoE E
r
� �� ]���� � 'ice"-�-•� tF /l`" E
Legend
_ CT
cE
E
GC
HCB E
E•
HR-t
ARM •. rw
HR-28 M�
HRc L1acr�t�Pcr�52 Rc
flNN6XhTlu�J "'
HRL
HRM
Ll
PAPD
POS erlav
r RC
RCO Overlay
RD
RDM11
ROS
SF
Co
W dDurr Wes:
ECPZ Ove,l,
FPZ Overlay
�
xoE
Ey �
/y
I
2
EXHIBIT B - ANNEXATION AGREEMENT
When recorded, please return to:
PARK CITY MUNICIPAL CORPORATION
City Recorder
PO Box 1480
Park City UT 84060
ANNEXATION AGREEMENT FOR THE
UNITED PARK CITY MINES COMPANY LANDS
AT PARK CITY MOUNTAIN RESORT
This Annexation Agreement is made by and between Park City Municipal Corporation
(Park City), Royal Street Land Company ("RSLC"), and the United Park City Mines Company,
Owner (hereafter referred to as "Petitioner") to set forth the terms and conditions under which
Park City will annex land owned by RSLC and Petitioner into the corporate limits of Park City and
extend certain municipal services to that property. This Agreement is made under authority of 10-
2-401 et. seq. of the Utah Code, Annotated 1953, as amended, and shall serve as a supplemental
annexation policy declaration when executed by all parties. In consideration of Park City's
agreement to annex RSLC and Petitioner's property and in consideration of the mutual promises
contained herein, the parties agree that the terms and conditions of annexation shall be as
follows:
I. Property. The property to be annexed is approximately 2,800 acres in size as
depicted on the annexation plat, attached as Exhibit A. and as more fully described in the legal
description, attached as Exhibit B, and the preliminary plat, attached as Exhibit C, and
incorporated herein by reference (hereafter referred to as the "Property"). Park City Mountain
Resort (hereafter referred to as PCMR) has rights in a ski lease over a substantial portion of the
annexation property.
2. Zoning. Upon annexation, the entire Property will be zoned ROS, Recreation Open
Space. The entire Property shall also be included within the Sensitive Lands Overlay District. A
Deed Restriction prohibiting residential construction and uses, including hotel and lodging,
applies over the PCMR ski lease lands and RSLC property, and a Conservation Easement applies
to those areas within the annexation boundary but not subject to the PCMR ski lease and not
owned by RSLC.
3. Master Plan and Subdivision Plat Approval. Due to the transfer of development
capacity from this property to adjacent lands within the Flagstaff Mountain Resort Annexation, a
Master Planned Development ("MPD") is not required. The next Development Activity
application or amendment under the PCMR MPD must add the PCMR lease land annexed
hereby to the PCMR MPD. Following completion of the annexation process, pursuant to Utah
Code Annotated Section 10- 2-425, development on the Property shall be governed by the
zoning designation provided herein, this Agreement, and the Park City Land Management code in
effect at the time complete subdivision and building permit applications are filed with Park City.
March 2, 2007 Annexation Agreement - I -
4. Density. The total density of the UPCM Lands and RSLC property upon PCMR
Annexation is zero. No residential construction or uses, including hotel or lodging, are allowed.
Limited ski area improvements may be permitted subject to the PCMR Master Planned
Development and Park City Land Management Code.
5. Trails. Numerous trails exist on the annexation property. These trails will be
available for public use subject to reasonable restrictions due to construction, maintenance, and
environmental factors including wildlife and erosion. The existing and any newly required trails
shall be added to the Park City Master Trails and as necessary dedicated to the City either on the
Annexation plat or at the time of PCMR MPD amendment.
6. Open Space. The entirety of the Annexation will be dedicated open space.
7. Affordable Housing. The Petitioner shall comply with all applicable Affordable
Housing requirements of Resolution 17-99, as part of the transfer of density to the Flagstaff
Annexation area, as specified in the Amended and Restated Development Agreement For
Flagstaff Mountain.
8. Fire Prevention Measures. Because of significant wild land interface issues on the
Property, if required by Park City, the Petitioner agrees to implement a fire protection and
emergency access plan, to be submitted prior to issuance of any building permits, and to be
reviewed and approved by the Fire Marshall and Chief Building Official for compliance with
applicable building and fire codes.
9. Roads and Road Design. No new public or private streets or roads are proposed as
part of this annexation.
10. Sanitary Sewer. No new public or private sewer line is required or proposed with
this annexation.
11. Dedication of Water Rights. A condition of the annexation approval is the
satisfaction of the requirements of the Water Section of the Amended Development Agreement
For Flagstaff Mountain.
12. Water Infrastructure and Other Water System Costs. A condition of the
annexation approval is the satisfaction of the requirements of the Water Section of the Amended
and Restated Development Agreement For Flagstaff Mountain.
13. Sensitive Lands Review. At the time of annexation the entire Property shall be
included within the Sensitive Lands Overlay District (SLO). A sensitive lands analysis was
submitted and reviewed by the Planning Commission during the annexation review for
consideration of potential density available to be transferred.
14. Planning, Building, and Inspection Fees. Petitioner is responsible for all
customary Development Actix it; fees, including all planning, building, subdivision, and
construction inspection fees required by the City at the time of application and/or approvals.
March 2, 2007 Annexation Agreement - 2 -
15. Impact and Building Fees. Unless otherwise specified in the Amended
Development Agreement For Flagstaff Mountain, Petitioner shall pay all generally applicable
fees, such as development impact, park and recreation land acquisition, building permit, and plan
check fees due for construction on the Property at the time of application for building permits.
16. Acceptance of Public Improvements. No public infrastructure is required or
proposed with this annexation area, but the annexation is conditioned upon those
improvements as specified in the Amended Development Agreement For Flagstaff Mountain.
17. Snow Removal and Storage. No snow removal or storage is required or proposed
with this annexation.
18. Fiscal Impact Analvsis. There is no proposed development within this annexation
area that requires a fiscal impact analysis to be submitted with the petition. Fiscal analysis
including costs and revenues relating to the density transferred to the Flagstaff Annexation area
has been reviewed and accepted by the City.
19. Comprehensive Review and Analvsis of Surrounding Property. The Petitioner
submitted with the petition for annexation a comprehensive land use review and analysis of the
surrounding properties.
20. Effective Date. Pursuant to Utah Code Section 10-3-712, the Annexation shall be
effective upon recordation and filing of the Ordinance and annexation plat pursuant to the Utah
Code Annotated Section 10-2-425.
21. Governing Law. The laws of the State of Utah shall govern this Agreement.
Jurisdiction and venue are proper in Summit County.
22. Real Covenant, Equitable Servitude. This Agreement constitutes a real covenant
and an equitable servitude on the Property. The terms of this Agreement touch and concern and
both benefit and burden the Property. The benefits and burdens of this Agreement run with the
land, and are intended to bind all successors in interest to any portion of the Property.
23. Assignment. This Agreement is also a personal obligation of the Petitioner.
Petitioner may assign its obligations under this Agreement, only upon prior written consent of
the City, upon demonstration that the City's rights are adequately secured by the assignment.
Consent to assignment shall rest in the sole discretion of the City.
24. Compliance with City Code. Notwithstanding paragraph 20 herein, from the time
of City Council approval of this agreement, Petitioner and its agents shall comply with all City
Codes and Regulations pertaining to the subject Property.
25. Amending the Agreement. Only a written instrument signed by all parties hereto
may amend this Agreement. No Third -party beneficiaries are intended or created by this
agreement.
March 2, 2007 Annexation Agreement - 3 -
26. Additional Agreements. This Annexation is conditioned upon the Amended and
Restated Development Agreement For Flagstaff Mountain, the Talisker Conservation Deed
Restriction and the Conservation Easement executed and recorded concurrently herewith.
DATED this 2"d day of March, 2007.
PARK CITY MUNICIPAL
CORPORATION, a municipality
of the State of Utah
ROYAL STREET LAND COMPANY,
a Utah corporation,
Robert W. Wells, Vice President
UNITED PARK CITY MINES
COMPANY, a Delaware corporation
authorized to do business in Utah
By:� 5
Authorized Signing Officer
�MAC
tom- /%
March 2, 2007 Annexation Agreement _ q _
26. Additional Agreements. This Annexation is conditioned upon the Amended and
Restated Development Agreement For Flagstaff Mountain, the Talisker Conservation Deed
Restriction and the Conservation Easement executed and recorded concurrently herewith.
DATED this 2rd day of March, 2007.
PARK CITY MUNICIPAL
CORPORATION, a mtmicipality
, Pi" c,4rA . f r 1+.h
ROYAL STREET LAND COMPANY,
a Utah corporation,
By:
Robert W. Wells, Vice President
UNITED PARK CITY MINES
COMPANY, a Delaware corporation
authorized to do business in Utah
By.c�
Authorized Signing Officer
Attest: 'I
Mach 2, 2007 Annexation Agreement - 4 -
EXHIBIT "A"
Annexation and Zoning Plat
Annexation Agreement A_1
I bf j
•.
.
,
I �
' I A
-\.- — I-��-
�
� � N
ip-
� ���
_ •E
k
�
[[j
\
1
�
.
.
-
%%
§`
A&
.
\�
�`�—
;
A..
y
�)
|
-
(
f
.
{�
j \
a 9fa
Park City Zoning Map
M
L'
Y �1 � ',, 1, apt �9•�� � � 1 v
ab j
L_
�.��, .. \ i � 1. Ei•�
Legendk ��► . /\
c'
nCG
rfR
H R-2p *.top
••1••
HR :E •v••
UPc.c�t�Pc_rl�Z R�
�i'tc flt�N6XA'i�ufJ "'
HRL ••
'.Ili.: Mkht 1\.D• 5.
S t'oiCG
pp5
R
RCo Over a,
HO
ROM
ROS
SF
Co
`N uu.mlVesi
ECpZ Ovena
.. _j FP2 overlay
0
id t � lab C
2
EXHIBIT "B"
Legal Description
Annexation Agreement g_1
LEGAL DESCRIPTION
ANNEXATION LANDS AT PCMR
March 2, 2007
A parcel of land located in Section 17, the east half of Section 18, Sections 19 and 20,
the south half of Section 21, Sections 29 and 30, Township 2 South, Range 4 East, Salt
Lake Base and Meridian and the east half of Section 25, Township 2 South, Range 3
East, Salt Lake Base and Meridian, said parcel being more or less described as follows:
Beginning at the southwest corner of Section 16, Township 2 South, Range 4 East, Salt
Lake Base and Meridian; and running thence along the southerly line of Section 16 East
287.32 feet; thence along
the westerly line of Section 21 South 390.37 feet; thence
along the westerly line of Section 21 South 01°49'17" East 2234.94 feet; thence along
the southerly line of the
north half of Section 21 South 89°59'59" East 3204.88 feet;
thence South 28°18'45"
West 186.56 feet; thence South 29°09'57" West 315.97 feet;
thence South 32°04'00"
West 296.25 feet; thence South 47°29'30" West 405.07 feet;
thence South 50°23'25"
West 105.09 feet; thence South 56°00'00" West 94.90 feet;
thence South 50°15'25"
West 92.50 feet; thence South 40°35'50" West 110.80 feet;
thence South 31°30'07"
West 96.20 feet; thence South 27°54'51" West 126.00 feet;
thence South 38°27'54"
West 138.00 feet; thence South 33°26'55" West 136.00 feet;
thence South 32°00'03"
West 159.20 feet; thence South 32° 14'S3" West 101.60 feet;
thence South 35°09'16"
West 88.70 feet; thence South 46°47'25" West 123.00 feet;
thence South 56°44'38"
West 142.80 feet; thence South 15°21'41" West 116.30 feet;
thence South 10°41'54"
West 76.70 feet; thence North 71°42'35" West 163.49 feet;
thence North 72°54'27"
West 85.42 feet; thence South 86'11'16" West 94.42 feet;
thence South 77°48'30"
West 79.25 feet; thence South 77° 19'44" West 85.84 feet;
thence South 81'11'10"
West 122.88 feet; thence South 67°45'58" West 149.28 feet;
thence South 64°44'13"
West 136.79 feet; thence South 82°14'00" West 672.44 feet;
thence South 77°1TI8"
West 735.40 feet; thence South 87°35'00" West 778.00 feet;
thence South 23°55'00"
West 604.00 feet; thence South 10'48'36" West 569.75 feet;
thence South 20°48'44"
West 698.02 feet; thence South 30°09'00" West 354.14 feet;
thence South 71°34'40"
West 644.26 feet; thence South 49°33'13" West 616.72 feet;
thence South 37°33'27"
West 779.84 feet; thence South 35°07'44" West 548.54 feet;
thence South 44°09'00"
West 1236.63 feet; thence South 79°45'30" West 288.30 feet;
thence South 83'01'30"
West 494.40 feet; thence North 75°15'30" West 705.70 feet;
thence North 88° 10'30"
West 612.40 feet; thence South 79033'30" West 453.20 feet;
thence North 68°16'30"
West 378.70 feet; thence North 60°54'30" West 368.90 feet;
thence North 29°57'30"
West 201.20 feet; thence South 56°08'00" West 402.00 feet;
thence South 61°28'00"
West 304.10 feet; thence South 50042'00" West 479.60 feet;
thence South 54°28'00"
West 792.00 feet; thence South 65°22'00" West 244.50 feet;
thence South 78°48'00"
West 685.80 feet; thence South 86°10'00" West 265.50 feet;
thence South 88°22'00"
West 302.90 feet; thence South 79°23'00" West 267.90 feet;
thence South 79°50'00"
West 261.50 feet; thence North 23°02'08" West 123.79 feet;
thence North 17°52'03"
West 155.35 feet; thence North 05°10'26" West 233.33 feet;
thence North 69°34'42"
West 736.28 feet; thence North 52°50'00" West 624.65 feet;
thence North 74'11'18" West 213.72 feet; thence North 36°49'35" West 701.84 feet;
thence along the southerly line of the Matilda Lode, Mineral Survey No. 4959 North
80°12'00" East 936.47 feet; thence along the easterly line of the Matilda Lode, Mineral
Survey No. 4959 North 21 °36'00" West 612.00 feet; thence along the northerly line of
the Fairbanks Fraction Lode, Mineral Survey No. 5364 North 7591'00" East 388.60
feet; thence along the westerly line of the Indiana Lode, Mineral Survey No. 4760
North 35°42'00" West 308.10 feet; thence along the northerly line of the Indiana Lode,
Mineral Survey No. 4760 North 63032'00" East 372.80 feet; thence along the southerly
line of the Malchite Lode, Lot 281 South 83015100" West 788.31 feet; thence along the
Summit -Salt Lake County line North 21°28'07" East 381.77 feet; thence along the
southerly line of the Augusta Lode, Lot 122 North 47011'00" East 145.31 feet; thence
along the northerly line of the R.K.D. Lode, Lot 287 North 83° l5'00" East 489.90 feet;
thence along the easterly line of the R.K.D. Lode, Lot 287 South 24°08'00" East 21.90
feet; thence along the northerly line of the Roscamp Lode, Lot 286 North 64044,00"
East 250.80 feet; thence North 129.30 feet; thence North 63°07'00" East 231.20 feet;
thence North 56°30'00" East 794.20 feet; thence along the west line of Section 30 North
00°36'00" East 3.70 feet; thence North 45°41'00" East 214.75 feet; thence along the
northerly line of the Hope Lode, Lot 299 North 36045'00" East 147.10 feet; thence
along the easterly line of the Pique No. 3 Lode, Mineral Survey No. 4742 North
44041'00" West 26.10 feet; thence North 04°55'00" West 575.00 feet; thence along the
southerly line of the Norma Lode, Mineral Survey No. 4177 South 76024'00" West
177.28 feet; thence North 01°35'00" East 137.93 feet; thence East along the southerly
line of Section 19 1321.46 feet; thence South 00°00'07" West 727.38 feet; thence South
39°30'00" East 659.89 feet; thence North 50°00'00" East 1050.51 feet; thence North
45°56'25" East 493.99 feet; thence North 13'09'11" East 3773.82 feet; thence North
09°05'46" East 4380.03 feet; thence North 11'27'54" West 1099.08 feet; thence along
the northerly line of the Seldom Seen No. 4, Mineral Survey No. 5591 North 56°24'00"
East 1500.00 feet; thence along the northerly line of the Seldom Seen No. 3, Mineral
Survey 5591 North 29°33'00" East 977.60 feet; thence along the northerly line of the
Seldom Seen No. 2, Mineral Survey No. 5591 North 24018'00" East 609.56 feet; thence
along the southerly line of Section 8 South 89037142" East 2375.13 feet; thence along
the southerly line of Section 8 North 89°53'52" East 363.00 feet; thence South
40033'27" East 1007.17 feet; thence South 130.35 feet; thence East 1611.37 feet; thence
South 00°41'16" West 1728.36 feet; thence along the westerly line of Section 16 South
00°41'44" East 2670.13 feet to the point of beginning.
XAEmpire\Does\Ta1isker\Desc\23I-pemr annexation.doc
EXHIBIT "C"
Preliminary Plat
Annexation Agreement C_ 1
%a
3S
to
! ;
F
f f
g
to
..
I
I
I
pp/ `
5
a i
4
_J f Svk {$i {lii t_�d'-d[ %a;Cf ¢.qIf
_
f[xi Idi3dae a
3 5 y R R a i
'.°f s `sea. -e;or ' •I ese se 8Ct
e{315�,le it.
'3b r 1
°a 483 9d e3% [ SY§^_ ' II =8v ;7 trfa =a z& si fC{a tf 3rj Cf rC It CSlr I
c84 7vS- --°8 '• j: R ve%'S%:3i tff Y PrT r_ 3S
edaeC�{{
a
a saa§e s¢I [rj5 ft qje i4
f 8eC r i i .. Rt Yf' m: gs":I
gm
•d4 d 4 $ -�a SR3e a ,Rlzz §rr§ei est
-Hf { jCft i3C _
-(§ai
EXHIBIT C - AMENDED AND RESTATED FLAGSTAFF DEVELOPMENT
AGREEMENT
Recorded this _ day of
,2007
at Book #_ Page #_
ooj*
AMENDED AND RESTATED DEVELOPMENT AGREEMENT
FOR FLAGSTAFF MOUNTAIN,
BONANZA FLATS, RICHARDSON FLATS,
THE 20-Acre QUINN'S JUNCTION PARCEL
AND IRON MOUNTAIN
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT
("Agreement") is entered into as of the 2"d day of March, 2007, by and between UNITED
PARK CITY MINES COMPANY, ("UPCM" or "DEVELOPER"), DEER VALLEY
RESORT COMPANY, ("DEER VALLEY"), and PARK CITY MUNICIPAL
CORPORATION, a third class city of the State of Utah ("City") (collectively, the
"Parties").
RECITALS
A. WHEREAS, DEVELOPER and DEER VALLEY own approximately: 1,600 of
1,750 acres of patented mining claims located in the unincorporated Flagstaff
Mountain area of Summit County, more particularly described and depicted in
Exhibit A attached hereto (hereafter, "Flagstaff Mountain"); approximately 106
acres of patented mining claims located on Iron Mountain within an
unincorporated area of Summit County more particularly described and depicted
in Exhibit B attached hereto (hereafter, "the Iron Mountain Parcels");
approximately 1,500 acres of patented mining claims, constituting all of UPCM's
land located in the unincorporated Bonanza Flats area of Wasatch County more
particularly described and depicted in Exhibit C attached hereto (hereafter,
`Bonanza Flats"); all of UPCM's land east of U.S. 40 and south of S.R. 248
constituting approximately 650 acres of real property owned in fee simple located
immediately east of U.S. 40 and south of S.R. 248 within an unincorporated area
of Summit County more particularly described and depicted in Exhibit D attached
hereto (hereafter, 'Richardson Flats"); and approximately 20-Acres of real
property owned in fee simple located west of U.S. 40 and south of S.R. 248
within an unincorporated area of Suirunit County more particularly described and
depicted in Exhibit E attached hereto (hereafter. "the 20-Acre Quiim's Junction
Parcel");
B. WHEREAS, on May 17. 1994 DEVELOPER filed an application for annexation
to Park City of Flagstaff Mountain, consisting of DEVELOPER's, DEER
VALLEY'S and Northside Neighborhood Property Owners' land, together
totaling an area of approximately 1,750 acres;
C. WHEREAS, on May 10, 1997 the Park City Council unanimously resolved by
Resolution 10-97 to annex Flagstaff Mountain under certain Development
Parameters;
D. WHEREAS, on July 8, 1998 DEVELOPER requested reconsideration by the City
of Resolution 10-97 and offered certain incentives for limiting development of the
Bonanza Flats, Richardson Flats and the Iron Mountain Parcels;
E. WHEREAS, on September 10, 1998 the Park City Council unanimously adopted
a resolution to rescind Resolution No. 10-97 and to adopt new development
parameters for Flagstaff Mountain, Bonanza Flats, Richardson Flats and the Iron
Mountain Parcels, as set forth in this Agreement;
F. WHEREAS, in the intervening months since the City Council adopted the
September 10, 1998 development parameters, the DEVELOPER further refined
its proposal by offering to move 16 single family homes from the sensitive
Prospect Ridge area to the Mountain Village and to constrain development in the
Northside Neighborhood to reduce site disturbance and to facilitate sale to a
conservation buyer for a time certain;
G. WHEREAS, the Parties intended to enter into the original Agreement to establish
new development parameters for Flagstaff Mountain, Bonanza Flats, Richardson
Flats, the 20-Acre Quinn's Junction Parcel, and the Iron Mountain Parcels and to
establish a time certain for annexation of Flagstaff Mountain (now referred to
generally as Empire Pass) into the City;
-2-
H. WHEREAS, the Parties in fact entered into the original Agreement on or about
.Tune 24, 1999; and
I. WHEREAS, the Parties desire to amend and restate the original Agreement in
connection with the development of a project known as the Montage Resort &
Spa which is presently planned to include 192 hotel rooms and suites, with spa,
restaurant and conference facilities, and a residential component that consists of
resort condominiums.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants
hereafter set forth, the sufficiency of which the Parties hereby acknowledge, the Parties
agree as follows:
SECTION I. DEFINITIONS
Unless the context requires a different meaning, any term or phrase used in this
Agreement that has its first letter capitalized shall have that meaning given to it by the
Park City Land Management Code (LMC) in effect on the date of a complete application
or, if different, by this Agreement. Certain such terms and phrases are referenced below;
others are defined where they appear in the text of this Agreement.
1.1 "Annexation Property" means that approximately 1,750 acres of
property known as Flagstaff Mountain, described and depicted on Exhibit
A.
1.2 "Bonanza Flats" means that approximately 1.500 acres of UPCM property
commonly referred to as Bonanza Flats, consituting all of UPCM's
holdings in Bonanza Flats and described and depicted on Exhibit C.
1.3 "DEER VALLEY" means the Deer Valley Resort Company, a Utah
limited Partnership and each of its assigns, joint venture partners, and
successors in interest, whether in whole or in part. DEER VALLEY shall
cause its employees and agents to act in accordance with the terms of this
Agreement.
1.4 "DEVELOPER" means United Park City Mines Company, a publicly
traded Delaware corporation, and each of its assigns, joint venture
partners, and successors in interest, whether in whole or in part.
DEVELOPER shall cause its employees and agents to act in accordance
3-
with the terms of this Agreement.
1.5 "Inaction" provisionally' means (a) DEVELOPER's failure to pursue a
sequential permit (i.e. Small Scale MPD permit, conditional use permit,
subdivision application, or building permit) by failing to submit a
complete application for such a permit or by failing to respond to the
City's written requests for information which the City deems is necessary
to process the application: or (b) DEVELOPER's failure to sustain
permitted construction such that the permit under which construction is
allowed, expires or is otherwise suspended or revoked.
1.6 "Meeting Accessory Uses" provisionally' means uses normally
associated and necessary to serve meeting and banquet space. Meeting
Accessory Uses do not require the use of Unit Equivalents and include:
1.6.1 Administrative and Banquet Offices
1.6.2 Banquet Storage Areas
1.6.1 Banquet Prep Areas Storage Areas
1.6.4 Common AN Storage Areas
1.6.5 Coat Check Areas
1.6.6 Public Restrooms
1.6.7 Public Telephone Areas
1.6.8 Public Hallways
1.6.9 Public Circulation Areas.
1.7 "Mountain Village" means that mixed -use portion of Flagstaff Mountain
described and depicted as the Mountain Village in Exhibit A attached
hereto and limited to a total of 87 acres, within three development Pods
(A, BI, and B7) and maximum densities, unit equivalencies and
configuration more fully described herein.
' This definition has been inserted in anticipation of its inclusion in a new revision of the Land
Management Code. This definition will be superceded by an LMC definition of the term.
'` This definition has been inserted in anticipation of its inclusion in a new revision of the Land
Management Code. This definition will be superceded by an LMC definition of the term.
4-
1.8 "Northside Neighborhood" means that 63-acre portion of Flagstaff
Mountain described and depicted as the Northside Neighborhood in
Exhibit A attached hereto and limited to the maximum density, unit
equivalency, and configuration more fully described herein.
1.9 "Northside Neighborhood Property Owners" means, in addition to
UPCM and DEER VALLEY, Park City Star Mining Company, Inc., a
Utah corporation, Branford Land Company, representing the interests of
Anne Bransford Newhall, Mary Bransford Leader and Carolyn Bransford
MacDonald, and Stichting Beheer Mayflower Project, a legal entity
representing the interests of Stichting Mayflower Recreational Fonds and
of Stichting Mayflower Mountain Fonds.
1.10 "Pedestrian Village" means an area configured within Pod A of the
Mountain Village for the mixed use of residential, Residential Accessory,
Resort Support Commercial, Resort Accessory, meeting and Meeting
Accessory Uses within which at least fifty percent (50%) of the residential
properties are clustered within walking distance (5 minutes) of a
Transportation Hub for such residential properties, which can be directly
accessed by pathways or sidewalks.
1.11 "Planned Unit Development" or "PUD" means a master planned
development consisting of clustered, detached, single family or duplex
units with common open space and coordinated architecture.
1.12 "Pod Z" means that area, depicted on Exhibit F that is limited for ski -
related uses as further defined herein.
1.13 "Project" means the residential, recreational and commercial real estate
development to be constructed within Flagstaff Mountain.
1.14 "Residential Accessory Uses" provisionally' means uses that are for the
benefit of the residents of a commercial residential use, such as a hotel or
nightly rental condominium project. Residential Accessory Uses do not
require the use of Unit Equivalents. Residential Accessory Uses include:
3 This definition has been inserted in anticipation of its inclusion in a new revision of the Land
Mana.-ement Code. This definition will be superceded by an LMC definition of the term.
-5-
1.14.1
Common Ski Lockers
1.14.2
Common Lobbies
1.14.3
Registration
1.14.4
Concierge
1.14.5
Bell Stand/Luggage Storage
1.14.6
Common Maintenance Areas
1.14.7
Mechanical Rooms
1.14.8
Common Laundry Facilities and Common Storage Areas
1.14.9
Employee Facilities
1.14.10
Common Pools, Saunas and Hot Tubs
1.14.11
Public Telephone Areas
1.14.12
Public Restrooms
1.14.13
Administrative Offices
1.14.14
Public Hallways and Circulation Areas
1.15 "Resort
Accessory Uses" provisionally' means uses that are clearly
incidental to and
customarily found in connection with the principal resort
building or use
and are operated for the convenience of the owners, occupants,
employees, customers
or visitors to the principal resort use. Resort Accessory
Uses do not require
the use of Unit Equivalents. They include such uses as:
1.15.1
Information
1.15.2
Lost and Found
1.15.3
Mountain Patrol
1.15.4
Mountain Administration
1.15.5
Mountain Maintenance and Storage Facilities
1.15.6
Mountain Patrol and Emergency Medical Facilities
1.15.7
Public Lockers
1.15.8
Public Restrooms
1.15.9
Employee Lockers
1.15.10
Ski School/Day Care
4 This definition has been inserted in anticipation of its inclusion in a new revision of the Land
Management Code. This definition will be superceded by an LMC definition of the term.
1.15.11 Ticket Sales Areas
1.15.12 Ski Check Areas
1.15.13 Public Circulation Areas and Hallways
1.16 "Richardson Flats" means all of UPCM's property at the southeast
corner of U.S. 40 and S.R. 248, more fully described and depicted on
Exhibit D.
1.17 "Transportation Hub" means the terminus of a public and/or private
transportation system that is located at a convenient location within the
Mountain Village.
1.18 "Unit Equivalent," with respect to commercial structures and multifamily
and PUD structures, has the meaning set forth in the LMC.' Each single
fancily residential structure (excluding PUDs) approved by the City
pursuant to this Agreement for construction within the Project shall have a
Unit Equivalent of 1.00, regardless of the size or the location of the single
family residential structure. Each commercial structure or portion thereof
(as such may be determined in applicable MPD approvals) shall consume
1 Unit Equivalent for each 1000 square feet. Each multifamily and PUD
residential structure shall consume 1 Unit Equivalent for each 2000 square
feet.
SECTION 11. LARGE SCALE MPD—FLAGSTAFF MOUNTAIN
2.1. DEVELOPER is hereby granted the equivalent of a Large Scale Master
Planned Development (Large Scale MPD) for Flagstaff Mountain. This
Large Scale MPD sets forth maximum densities, location of densities and
DEVELOPER -offered amenities and is subject to all normally -applicable
City processes, and in addition thereto, such processes defined below,
including DEVELOPER's responsibility, prior to or concurrent with the
Small Scale MPD process, to submit and ultimately to obtain (upon
modification, if necessary) City approval, of satisfactory plans detailed
below:
' Hotel rooms of 500 square feet or less constitute '/a Unit Equivalent.
7-
2.2.
2.1.1. Mine/Soil Hazard Mitigation Plan --which plan shall include an
inventory of all mine sites, potential sources of release of
hazardous materials into the environment, and a plan and
schedule for their remediatiom
2.1.2. Detailed Design Guidelines, with strong architectural themes, for
the entire Flagstaff Mountain Project;
2.1.3. Specific Transit Plan;
2.1.4. Parking Management Plan;
2.1.5. Detailed Open Space Management Plan;
2.1.6. Historic Preservation Plan;
2.1.7. Emergency Response Plan, including DEVELOPER'S
commitments to provide infrastructure necessary to serve the
Project and Bonanza Flats and phasing therefor;
2.1.8. Trails Master Plan setting forth trail locations, specifications,
phasing and timing of public easements;
2.1.9. Private Road Access Limitation Procedures;
2.1.10. Construction Phasing Plan —including construction milestones
for project amenities, including Richardson Flats development;
2.1.11. General Infrastructure and Public Improvements Design and
Phasing Plan, which calls for the efficient extension of services,
concentrating initial infrastructure development in the Mountain
Village, and secondarily in the Northside Neighborhood. Such
plan shall allow for the construction of a variety of housing types
in each phase;
2.1.12. Utilities Master Plan —including the timing, alignment and
service strategy for water and sewer service, as well as storm
water management throughout the Project and Bonanza Flats;
2.1.13. Wildlife Management Plan; and
2.1.14. Affordable Housing Plan, including phasing.
Maximum Development Parameters --Flagstaff Mountain. Flagstaff
Mountain is composed of the Mountain Village, the Northside
8-
Neighborhood: various ski related improvements, and the Silver Mine
Adventure. Upon annexation, Flagstaff Mountain will be zoned as shown
on the zoning map attached hereto as Exhibit P. The following maximum
development parameters apply to Flagstaff Mountain:
2.2.1 Mountain Village: The Mountain Village is constrained as
follows:
2.2.1.1 Small Scale MPD. Site specific volumetrics and
configuration will be established in the Small Scale MPD
process.
2.2.1.2. Maximum Development Area. In the Small Scale MPD
process, the entire Mountain Village development shall
be constrained within a total of 87 acres.
2.2.13. Maximum Density. The maximum density within the
Mountain Village is 795 Unit Equivalents configured in
no more than 550 dwelling units.` Such density shall be
configured as multi -family, hotel, or PUD units, provided
the PUD units do not exceed 60. PUD units consume
Unit Equivalents in the same respect as multifamily units.
Additionally, the Mountain Village may contain up to 16
detached single family home sites.
2.2.1.4. Pedestrian Village. At least 50% of the residential units
within the Mountain Village must be clustered within the
primary development pod (Pod A), and must be located
within a five-minute walk of the Transportation Hub. All
three development pods (Pods A. 131, and 132) within the
Mountain Village must be linked by transit.
2.2.1.5. Commercial. The Mountain Village may additionally
include up to 75,000-sq. ft. of Resort Support
Commercial uses, which shall include Neighborhood
6 Hotel rooms of 500 square feet or less constitute '/4 Unit Equivalent. In the case of the Montage; the 192
Montage hotel rooms shall count as Unit Equivalents at the rate of I Unit Equivalent per 2,000 square feet
of hotel rooms, but such hotel rooms shall not have kitchens and shall not count as dwelling units.
Convenience Commercial uses for residents and visitors
such as groceries and sundries.
2.2.1.6. Mine Site Reclamation. To the greatest extent possible.
DEVELOPER shall locate density in disturbed areas.
This provision applies primarily to potential density at the
Daly West site. Additionally, DEVELOPER shall
reclaim' all mining and mining overburden sites within
Flagstaff Mountain. in accordance with state and federal
regulatory agency review.
2.2.1.7. Public Trails. DEVELOPER shall construct and
dedicate public trails designated on an accepted Trails
Master Plan. Many trails will be constructed on land
ultimately owned by DEER VALLEY. In those areas,
DEER VALLEY shall be responsible for trail
maintenance and for enforcing reasonable rules and
regulations for public trail use. Such rules may not
exclude free public access to the public trail systems
identified on the Trails Master Plan.
2.2.1.8. Deed Restricted Open Space. Within 30 days of
issuance of a Small Scale MPD, DEVELOPER and/or
DEER VALLEY shall execute for the benefit of the City
perpetual covenants and restrictions with respect to all
designated open space associated with the Small Scale
MPD and which, at a minimum, shall prevent the
construction thereon of residential, commercial and retail
structures but shall provide for ski -related uses consistent
with paragraph 2.5 herein.
2.2.1.9. Parking. Each Small Scale MPD submittal shall include
a parking management plan with respect to the portion of
the property covered by such Small Scale MPD submittal.
' Reclamation shall include, at a minimum, revegetation of exposed areas.
-to-
The goal of the plan is to design the Mountain Village in
such a way as to reduce parking demand by 25%.
DEVELOPER shall plan and encourage within the
Mountain Village portion of the Project programs such as
parking management, paid parking for commercial uses.
shuttles and other programs designed to reduce the
demand for private vehicles and parking. DEVELOPER
shall provide for shared parking in all commercial. short-
term residential and mixed -use buildings. Assigned or
reserved spaces within commercial, short-term residential
and mixed -use buildings are prohibited except that in the
case of the Montage, one parking space may be assigned
for each dwelling unit (excluding the 192 hotel rooms).
The majority of the required parking areas will be fully
enclosed and/or constructed underground.
2.3 Prospect Ridge. DEVELOPER considers the Prospect Ridge area
depicted in Exhibit K to be a critical viewshed area for Old Town.
2.3.1 Public Trails. Consistent with the Trails Mater Plan,
DEVELOPER shall construct and dedicate to the City public trails
designated within the Prospect Ridge area.
2.3.2 Deed Restricted Open Space. Within 30 days of issuance of the
first Small Scale MPD, DEVELOPER shall cause to be recorded a
document, approved by the City, which shall impose perpetual
covenants and use restrictions for that portion of Prospect Ridge
depicted as "Recreation Open Space Dedication" on Exhibit K
which shall prevent the construction thereon of residential,
commercial and/or retail structures, ski lifts, and developed alpine
ski runs.
2.4. Northside Neighborhood. The Northside Neighborhood is composed of
property owned by five separate Northside Neighborhood Property
Owners and, upon their written acceptance of the ternis of this Agreement,
may contain a maximum of 38 homes, the size and location of which shall
be determined at Small Scale MPD/subdivision review. The Northside
Neighborhood may also contain a 1000 sq. ft. non -denominational Chapel,
that will remain open and reasonably available to the public.'
2.4.1 Small Scale MPD. The Small Scale MPD must include all
Northside Neighborhood Property Owners to achieve the
maximum density of 38 detached single-family homes. Absent
participation by all Northside Neighborhood Property Owners,
DEVELOPER and DEER VALLEY may apply for a Small Scale
MPD for a maximum of 30 single-family homes on the portion of
the Northside Neighborhood owned by DEVELOPER and DEER
VALLEY.' In all circumstances, DEVELOPER and DEER
VALLEY shall limit development in the Northside Neighborhood
as follows:
2.4.1.1. Meadow Restriction. Homes shall not be in the meadow
area generally designated on Exhibit A and further
defined in the Small Scale MPD process.
2.4.1.2. Ski Run Separation. Limits of disturbance for each site
shall be a minimum of 50 feet from any ski run, except
where existing ski runs conflict with platted ski
easements or platted lots, in which event the City shall
have the discretion and authority to approve case -by -case
exceptions to the foregoing distance limitation.
2.4.1.3. Viewpoint Restrictions. Structures and roads must be
configured to minimize road and utility impacts and to
s No utility extension will be allowed for the Chapel. Power may be allowed if it is readily accessible.
Location of the Chapel cannot cause the extension of an improved road. Siting and construction must
comply with all Code provisions.
9 If Park City Star, Bransford or Mayflower do not reach an agreement with DEVELOPER and DEER
VALLEY with respect to the joint development of the detached single family homes within the Northside
Neighborhood, then DEVELOPER and DEER VALLEY shall giant to the City the right to connect to the
utility lines and to grant limited access to roads within the Northside Neighborhood without cost to serve
the remaining property owners.
-12-
minimize wintertime visual impacts10 from ski runs and
designated viewpoints, including but not limited to the
knoll behind the terminus of what is presently known as
the Northside chairlift.
2.4.1.4. Public Trails. Consistent with the Trails Master Plan,
DEVELOPER, DEER VALLEY. and Northside
Neighborhood Property Owners shall dedicate to the
City improved public trails and trail easements that
connect to the surrounding trail system. Where trails
pass through the Deer Valley Ski Area, DEER VALLEY
shall be responsible for trail maintenance and for
enforcing reasonable rules and regulations. Such rules
may, not exclude free public access to the public trail
systems identified on the Trails Master Plan.
2.4.1.5. Enchanted Forest. No development shall occur in the
"Enchanted Forest" area generally designated on Exhibit
A and further defined in the Small Scale MPD process.
2.4.1.6. Deed Restricted Open Space. Within 30 days of
issuance of a Small Scale MPD, DEVELOPER shall
record perpetual covenants and restrictions with respect
to all designated open space associated with the Small
Scale MPD and which shall prevent the construction
thereon of residential, commercial and retail structures
but shall allow ski -related uses.
2.4.2. Northside Neighborhood Conservation Plan. DEVELOPER
and DEER VALLEY agree to refrain from transferring, improving
or developing the Northside Neighborhood for 3 years, from the
date of this Agreement to facilitate the potential of (a) the fee
simple sale of the Northside Neighborhood, or (b) the sale and
transfer of the development rights from the Northside
10 As well as summertime visual impacts.
13-
Neighborhood. In either case, the sale would be completed within
said time period and would be to a conservation buyer or buyers at
fair market value at the date of purchase. Fain market value in this
context shall reflect the entitlement for single family detached
units set forth in the Large Scale Master Plan and this Agreement
or, if the Small Scale Master Plan has been issued, as reflected in
the Small Scale Master Plan for the Northside Neighborhood. The
three-year period noted above shall not limit the Planning
Conunission's authority in connection with approval of the phasing
plans required in sections 2.1.10 and 2.1.11.
2.5. Ski -Related Development. Subject to conditional use review, DEER
VALLEY may construct a skier day lodge of a maximum of 35,000 square
feet, in the approximate location depicted on Exhibit A. The day lodge
shall have no day skier parking, and must have adequate emergency
vehicle access. Any parking lot for the lodge shall be for the purpose of
meeting temporary events, intermittent seasonal dining, and service and
administrative requirements, and shall be reviewed by the planning
commission as a Conditional Use. Such Conditional Uses will have a
traffic mitigation plan that may include the number of events, hours of
operation, shuttle bus requirements and/or a limit to the number of guests.
Pursuant to a Conditional Use Permit, said temporary parking area may be
located on adjacent properties. Permanent non -skier parking for the
Empire Day Lodge will be considered as part of the POD B-2 Master Plan
Development. Such parking shall consist of not more than 75 spaces.
These parking spaces are in addition to those otherwise required or
allowed under this Agreement and the LMC. DEER VALLEY shall
provide deed -restricted employee/affordable housing units as defined by
the Citv's affordable housing policy in an amount equal to 20% of the
commercial Unit Equivalents approved by the City for the day lodge prior
to issuance of a Certificate of Occupancy for the day lodge.
- 1a-
25.1 Conditional Use (Administrative). Ski terrain and ski -
related development is an administrative conditional use within the
Project.. consistent with the Deer Valley Ski Area Master Plan
depicted in Exhibit F attached hereto, provided that only two
graded runs shall be allowed in ski Pod Z. with thinning and other
limited vegetation removal in the balance of Pod Z for skier safety
and glade skiing. Review of ski terrain and ski -related
development shall include. but shall not be limited to consideration
of the following:
25.1.1 Openings for ski trails and lifts with straight edges and
uniform widths will be minimized to the greatest extent
possible.
2.5.1.2 Trails that are designed for base area return or circulation
between fall line areas shall be designed for appropriate
grades and widths consistent with minimizing visual
impact.
2.5.1.3 Lift towers shall be painted or otherwise treated to blend
with the natural surroundings.
2.5.1.4 Vegetation management, re -vegetation and erosion
control techniques shall be designed in accordance with
the "Deer Valley Resort Company Ski Run Construction
and Revegetation Standards" attached hereto as Exhibit
G. The objective shall be to achieve a vegetative
condition that enhances the skier experience and long
term forest health. Re -vegetation shall be designed to
control erosion and to restore ground cover as quickly as
possible after ground disturbing activities.
2.6 Beano's Style Private Club. DEVELOPER may construct a private
restaurant (Beano's Cabin at Beaver Creek -style"), at a location to be
determined at the CUP phase. No private parking areas or vehicular
" Beano's is a 10,000 square foot private restaurant at Beaver Creek, Colorado.
-15-
access will be allowed except (i) access and space for patron drop-offs
and pick-up's, and (ii) access, loading areas and circulation for
emergency, delivery and service vehicles. The size of the private
restarurant shall be determined by the Planning Commission at the CUP
review phase, and shall be between 7,000 and 10,000 square feet.
2.7 Silver Mine Adventure. DEVELOPER may continue to operate the
Silver Mine Adventure on the Ontario Mine Site as a valid, non-
conforming use. Anv change or expansion of use shall be processed in
accordance with the LMC in effect at the time of the DEVELOPER's
submission of a complete application for the proposed expansion.
2.8 Access and Alignment of S.R. 224. DEVELOPER shall access
Flagstaff Mountain by means of S.R. 224, and a private road system.
DEVELOPER shall realign a portion of S.R. 224 in the approximate
location set forth on Exhibit H attached hereto. and shall construct a
private road system for Flagstaff Mountain in the approximate location
depicted on Exhibit H. The Parties agree to the following access and
alignment of the road systems within Flagstaff Mountain:
2.8.1 Alignment. Upon Planning Commission approval of the first
Small Scale MPD for Flagstaff Mountain, DEVELOPER shall
petition to vacate the existing S.R. 224 alignment and, if granted,
shall realign and dedicate the relocated S.R. 224 right of way to a
standard similar to the existing S.R. 224 (with an asphalt surface
for dust control). Such alignment shall be as generally depicted
on Exhibit H. DEVELOPER shall block and prohibit vehicular
access over the discontinued historic alignment of S.R. 224.
Access over the realigned S.R. 224 shall remain seasonal (warm
weather only). Upon completion of construction thereof, to the
reasonable satisfaction of the City Engineer, the City shall accept
the dedication of public roads under its jurisdiction identified on
Exhibit H, or as determined by the Council, upon
-16-
reconunendation of the Planting Commission through the Small
Scale MPD and subdivision processes.
2.8.2 Private Road. Upon Small Scale MPD approval. and only to the
extent of the Small Scale MPD approval, DEVELOPER shall
construct a private road system within Flagstaff Mountain. as
depicted in Exhibit H, over which DEVELOPER shall maintain
all -season access throughout the year. Said private road, from its
point of departure from S.R. 224 to the Summit/Wasatch County
line, may be converted to a public road, in which event existing
S.R. 224 from said point of departure to the county- line shall no
longer be used as a public road.
2.83 Seasonal, Controlled Automobile Access. DEVELOPER shall
support and shall not undermine seasonal closure of realigned
S.R. 224 and shall control motorized vehicular access from S.R.
224 to the private road system to prevent vehicular through
traffic.
2.8.4 Emergency Deer Valley Access. The Project's seasonal
emergency secondary access is through the Deer Valley Ski Area
generally as depicted on Exhibit I and crash -gated in the
approximate locations shown on Exhibit I. DEER VALLEY shall
provide the City and the Park City Fire Service District with keys
and/or combinations to the gates. The emergency access is
necessary as a controlled evacuation route and as an emergency
access for fire and safety personnel and equipment only. The
secondary access route is an important ski run to the Deer Valley
Ski Area that, in all but the most exceptional circumstances, will
be used by skiers and over -the -snow vehicles. The Park City Fire
Marshall may cause the access to be plowed and placed into
winter service for emergency and evacuation purposes in that
-t7-
exceptional emergence- situation when normal road access to
Flagstaff Mountain is interrupted for an extended period.''
2.8.5 Controlled Snowmobile Access. Winter snowmobile access to
Brighton Estates and to Bonanza Flats is presently available over
portions of S.R. 224. DEVELOPER and DEER VALLEY shall
allow seasonal snowmobile access to property owners and
renters in Brighton Estates over those portions of S.R. 224 within
the Project that are presently used or alternatively over similar
portions of S.R. 224 as may be relocated. DEVELOPER and
DEER VALLEY shall otherwise prevent wintertime motorized
vehicular access to the extent such action is consistent with the
policy of the public entity that owns S.R. 224. The current
recreational snowmobile concession in Flagstaff Mountain shall
be eliminated with the relocation of S.R. 224.
2.8.6 DEVELOPER's Consent to Transfer. DEVELOPER consents
to cooperate with the City in any state transfer of any portion of
S.R 224.
2.9 Flagstaff Mountain Mitigation/Amenities. At the City's request, the
DEVELOPER shall deliver the following mitigation and amenities as an
inducement to execute this Development Agreement:
2.9.1 Trails. DEVELOPER shall construct, maintain and commit to
free public use, an improved public trail system as set forth in an
approved Trails Master Plan. The construction of the trails shall
be phased with the progress of the development of the Project.
Existing trails shall remain open to the public until provisional or
final trails have been constructed. Final trail locations may vary
due to field conditions and season. Relocation of any trails shall
be identified in the Trails Master Plan. Where the trails pass
through the Deer Valley Ski Area, or are located on non -
development lands oared or controlled by Deer Valley, Deer
"The Park City Fire Marshall may not cause the access to be plowed simply for pubic convenience.
-18-
Valley shall be responsible for trail maintenance and for
enforcing reasonable rules and regulations for trail use, including
reasonable rules and regulations intended to prevent or minimize
conflict between potential trail uses. Pedestrian and bicycle uses
of the trail system shall not be prohibited or restricted without
being so identified in the Trails Master Plan.
2.9.2 No Gondola Alternative. DEVELOPER shall contribute
$1,000,000 in cash to the City to be used specifically for other
traffic mitigation projects in the City related to the Project.
Additionally, the DEVELOPER shall (i) contribute $10.000
toward the cost of a feasibility stud%. when cominissioned by the
City. to evaluate a potential ski amenity gondola, and (ii)
contribute toward the construction of the Richardson Flats
parking improvements described in the last paragraph of Section
3.1 of this Agreement, which shall be constructed in accordance
with the specifications and conditions attached hereto as
Schedule 3.1. The parking improvements shall be constructed in
phases as established during the MPD for those improvements in
cooperation with Summit County. Construction of the parking
improvements will be assured through a form of completion
bonding consisting of a draw -down letter of credit or other
similar instrument in an amount equal to the good faith estimated
cost to construct the parking improvements, but in an amount not
to exceed $1,800,000. In the event any permit application is
denied such that the parking improvements cannot be
constructed, the City shall be entitled to draw the entire amount
of the completion bond, letter of credit or similar instrument (as
the case may be), and DEVELOPER shall have no further
obligation to construct the parking improvements.
2.93 Historic Preservation. The Historic Preservation Plan, at a
minimum, shall contain an inventory of historically significant
19-
structures located within the Project and shall set forth a
preservation and restoration plan, including a commitment to
dedicating preservation easements to the City, with respect to
any such historically significant structures. The head frame at
the Daly West site is historically significant.
2.9.4 Enhanced Environmental Protection. DEVELOPER shall
limit the construction or installation of wood -burning devices to
one wood -burning device in each of the 54 single-family homes
in the Project. DEVELOPER shall not request approval from the
City for wood -burning devices in any other attached, or
detached. residential uses. Within each lodge. or hotel
constructed within the Project. DEVELOPER shall have the right
to construct one wood -bunting device in each such lodge or
hotel, except the Montage which may have three.
2.9.5 Lady Morgan Springs Open Space (Passive Use). The Lady
Morgan Springs Area". shall be restricted, by conservation
easements acceptable to the City, and signs and monitoring, if
necessary, to limit use of the area to skiing (without cutting rims,
glading, or thinning trees) and daytime recreational hiking.
Neither construction activity nor motorized vehicular use of any
kind shall be allowed in the Lady Morgan Springs Area, except
as allowed, with City staff approval, for forestry and wetlands
management.
2.9.6 Open Space (Active). All land outside of the development areas
(ski terrain and open space designated on Exhibit A) will be
zoned as Recreation Open Space (ROS-MPD). Upon issuance of
the first Small Scale MPD for any portion of the Project,
DEVELOPER and DEER VALLEY shall execute a conservation
easement, for the benefit of the City and a third party
conservation trust (or similar entity), to limit their use of the
1' Described and depicted on Exhibit J. and as further defined in the Small Scale MPD process.
-20-
Flagstaff Mountain ski terrain to construction. development and
operation of ski and mountain bike lifts, ski and mountain bike
runs, one shier day lodge. and other similar winter and summer
recreational uses and services. Such conservation easements
shall prohibit any hotel, lodging, residential or commercial
construction or use on ROS-zoned land in Flagstaff Mountain.
Such conservation easement shall be to the reasonable
satisfaction of the City and shall be first in priority in title.
2.9.7 Open Space (Prospect Ridge). Within 30 days of issuance of a
Small Scale MPD, DEVELOPER shall grant to the City a
conservation easement, with free public trail access, without
encumbrances, over acreage located on Prospect Ridge,
contiguous with City -owned open space. The conservation
easement area on Prospect Ridge is identified on Exhibit K
attached hereto. Such conservation easement shall be to the
reasonable satisfaction of the City and shall be first in priority in
title.
2.9.8 Open Space (Iron Mountain). Upon the issuance of any Small
Scale MPD, for any portion of the Project, DEVELOPER shall
deed restrict or transfer to Park City, the Iron Mountain Parcels
with City -approved encumbrances. In connection with such
dedication, DEVELOPER shall reserve to DEVELOPER the
right to lease to third parties the Iron Mountain Parcels for ski
and other environmentally sensitive recreational uses. Such
reservation shall not include the right to cut runs, glade; or thin
trees, or construct or install ski lifts or developed alpine ski runs.
DEVELOPER shall also reserve the right to retain all rent,
proceeds and other consideration resulting from or generated by
DEVELOPER leasing the Iron Mountain Parcels to third parties
for ski and recreation -related uses. DEVELOPER shall
indemnify, defend and hold the City harmless from any claim
21-
arising from DEVELOPER's or a third party lessee's use of the
Iron Mountain Parcels. Nothing herein should be construed to
limit or waive govenmiental immunity with respect to claims
made against the City.
2.9.9 Neighborhood -Specific Design Guidelines. DEVELOPER
shall incorporate a Master Resort Association for Flagstaff
Mountain and a Project -specific Property Owners` Association
for the Mountain Village and Northside Neighborhood areas to
cooperatively manage certain aspects of the Project. The Design
Guidelines for both the Project and Bonanza Flats must
emphasize a strong, common architectural theme, and shall be
enforceable by one or more of the above -mentioned
Associations.
2.9.10 Public Safety. A comprehensive emergency response plan will
be required. The proposal includes a public safety site, at a
minimum. The final public safety and emergency access plan
must be determined prior to any permit issuance and only after
coordination with the affected entities, such as the Park City Fire
Service District. To the extent the Montage hotel structure
requires additional safety equipment or infrastructure to achieve
a minimum standard that will not result in a degradation of the
Park City Fire District's I.S.O. rating, and to the extent ongoing
tax revenues and impact fees generated by the Montage are
insufficient to cover the costs of such additional equipment and
infrastructure, any such shortfall shall be paid by DEVELOPER.
Changes to any applicable Technical Report must be approved
by the Park City Fire Marshall.
2.9.11 Sandridge Parking Lots. Prior to the issuance of a Small Scale
MPD for any portion of Flagstaff Mountain, DEVELOPER shall
irrevocably offer to dedicate to the City a conversation easement,
or deed, satisfactory to the City to preserve the Sandridge
-22-
Parking Lots. described in Exhibit L as a public parking facility.
Such interest shall be offered with no outstanding monetary
encumbrances.
2.9.12 Sandridge Heights Property. Developer further agrees to limit
its use of its Sandridge Heights property. described in Exhibit L,
to either affordable housing or open space.
2.10 FLAGSTAFF MOUNTAIN MITIGATION MEASURES:
2.10.1 Water System. DEVELOPER shall build and dedicate to the
Park City Water Service District an adequate water delivery
system within Flagstaff Mountain to serve the Project, including
all fire flow and irrigation needs.
2.10.1.1 Withdrawal of Water Protests. DEVELOPER
shall immediately withdraw its protests to the City's
pending water change application(s) before the State
Engineer and agrees not to protest future City
applications before the State Engineer.
2.10.1.2 Water Source. DEVELOPER shall design and
construct a water source and delivery system to transport
water from the water source to Flagstaff Mountain and
to dedicate that system to the City. DEVELOPER and
the City anticipate that such delivery system will include
the development of a well of sufficient capacity to serve
the Project.
2.10.1.1 Group II Rights. The City and DEVELOPER
agree to file a joint application with the State Engineer
to convert to municipal use within the boundaries of the
Park City Water Service District all "Group II" water
rights owned by both parties. The joint application will
list all mutual points of diversion, all of the City's
municipal sources, and all of DEVELOPER's sources
including the proposed Ontario and Empire Canyon
-23-
Wells. DEVELOPER and the City shall divide the
Group II rights approved for municipal use evenly. with
DEVELOPER and the City each taking ownership of
one-half of the total approved rights. DEVELOPER
agrees to sell exclusively to the City its portion of the
approved Group II water rights and DEVELOPER's
interest in its Theriot Springs and Haueter Springs water
rights (Weber Decree Award 4456.. 4467 and #468)
collectively referred to herein as the "Committed
Water".
2.10.1.4 Committed Water. Once approved for municipal
use, all Committed Water shall be leased to the City at a
nominal cost and will therefore be unavailable for sale to
others. DEVELOPER shall dedicate the Committed
Water to the City, and the City shall pay to
DEVELOPER from time to time an amount equal to the
water development impact fees actually collected by the
Park City Water Service District from the development
of Flagstaff Mountain. Each such payment from the
City to DEVELOPER shall be paid within 30 days
following the receipt by the Park City Water Service
District of each such water development impact fee.
2.10.1.5 Excess Water Rights. If after ten (10) years or
90% buildout of Flagstaff Mountain and Bonanza Flats,
whichever last occurs, DEVELOPER retains water
rights in excess of the water demand for both projects,
the City may purchase the excess water rights from
DEVELOPER at fair market value based on an appraisal
from a mutually agreed upon appraiser or the City may
relinquish its interest in the excess water rights. The
City shall elect to either purchase (some or all of the
24 -
excess water rights) or relinquish its interest in the
excess water rights within 180 days of written notice of
the expiration of 10 years or 90% buildout of both
projects, whichever last occurs. If the City takes no
action within the 180 days. City will be deemed to have
relinquished its interest in the excess water rights.
2.10.1.6 Impact Fees and Water Rates. The City will
charge water development and connection impact fees
and water rates within the Project in an amount equal to
the water development and connection impact fees and
water rates charged to other water users within the Park
City Water Service District, unless extraordinary costs
can be identified by the City and fairly assigned to the
water users within the Project.
2.10.2 Subsequent Agreements. Since the time the original
Agreement was adopted and executed, the City and
DEVELOPER have entered into agreements that impact,
implement and/or clarify certain provisions of the original
Agreement including (i) An Agreement For A Joint Well
Development Program dated January 14, 2000, (ii) a
Memorandum of Understanding, dated January 14, 2000,
Between Park City Municipal Corporation and United
Park City Mines Company Clarifying and Implementing
the Water Service and Water Source Development
Provisions of the Development Agreement of June 24,
1999, and (iii) the Water Agreement dated effective as of
March 2, 2007 (collectively, the Subsequent
Agreements). The fact that this Agreement is styled as an
amended and restated agreement shall not operate or be
deemed to supersede, contravene, or amend the terms,
conditions or provisions of the Subsequent Agreements.
-25-
2.10.3 Transportation and Traffic Mitigation. DEVELOPER
has agreed to provide the following transportation and traffic
mitigation measures." Prior to the issuance of a Certificate of
Occupancy within the Mountain Village," the DEVELOPER shall
provide the following to reduce the traffic anticipated by the
Project:
2.10.3.1 Van and Shuttle Service. DEVELOPER shall
provide for its owners, employees and guests, van
and shuttle service alternatives consisting of regular
circulator service within the Mountain Village and
service from the Mountain Village to key
destinations such as the Salt Lake International
Airport, Main Street, Silver Lake, golf courses, and
recreational trail heads.
2.10.3.2 Road and Intersection Improvements. Attached
hereto as Exhibit M is a map and a more detailed
list of improvements, which shall be constructed by
DEVELOPER in satisfaction of this obligation.
Prior to the construction of any of the improvements
described below, the City shall review and approve
or reject with suggested changes all plans, drawings
and specifications with respect to the alignment and
construction of such road and intersection
improvements. Following DEVELOPER's
completion of the construction of such
improvements. DEVELOPER shall offer to dedicate
such improvements to the appropriate governmental
entity.
14 However, within the Small Scale MPD process, the City may conclude that these transportation and
traffic measures should be reduced, and will modify, DEVELOPER's obligations accordingly.
"Except for DEER VALLEY'S day lodge pursuant to paragraph 25 herein.
-26-
2.1033 Contribution to Marsac Roundabout.
DEVELOPER shall financially participate in the
reconstruction of the intersection of Marsac Avenue
and Deer Valley Drive. DEVELOPER is
responsible for paying its proportionate share
(determined by projected traffic generation) of the
City's cost of such reconstruction to mitigate the
impact of the Flagstaff Mountain and Bonanza Flats
projects on the intersection.
2.103.4 Runaway Truck Lane. DEVELOPER, or an
affiliate of DEVELOPER. shall construct a run-
away truck lane on the Mine Road section of S.R.
224_ as described on Exhibit N attached hereto.
DEVELOPER expects to dedicate the Runaway
Truck Lane to UDOT.
2.103.5 Mine Road Widening. Upon Planning
Commission recommendation, DEVELOPER shall
widen the Mine Road section of S.R. 224 as
described on Exhibit M attached hereto.
2.103.6 Mine Road Passing Lane. Upon Planning
Commission recommendation, DEVELOPER shall
create and dedicate a passing lane on the Mine Road
section of S.R. 224 as described on Exhibit M
attached hereto.
2.103.7 Drainage Improvements. DEVELOPER shall
improve drainage to S.R. 224 as described on
Exhibit M attached hereto.
2.103.8 Landscaping. Upon Planning Commission
approval, DEVELOPER may construct and create,
at DEVELOPER'S sole cost and expense,
landscape improvements in the area depicted on
-27-
Exhibit M, uphill from the intersection of S.R. 224
with Hillside to act as a Project entry statement.
2.10.4 Construction Mitigation. DEVELOPER shall provide
the following measures, all to the reasonable satisfaction of the
City's Chief Building Official, to mitigate the impact of
construction within Flagstaff Mountain. DEVELOPER shall also
adhere to the usual construction impact mitigation measures
required by the City. Additional reasonable site -specific
mitigation measures may be required at the Small Scale MPD
phase. These measures will be permanently reflected in
Covenants, Conditions and Restrictions of each development
parcel. The Detailed Construction Phasing Plan to be submitted by
DEVELOPER to the City shall include, without limitation,
provisions pertaining to:
2.10.4.1 Limits of Disturbance and Vegetation Protection for all
construction, including construction of public
improvements.
2.10.4.2 Construction staging, on -site batch plants, and materials
stockpiling16 and recycling in the Daly West area to keep
all excavated materials on site during the Project
infrastructure and construction phases.
2.10.4.3 Construction traffic routing plan to minimize traffic
impacts on Old Town and residential areas, by only
allowing construction traffic to use current state roads,
unless otherwise directed by the City.
2.10.4.4 Dust and soils monitoring and containment. along with
remediation of contaminated mining waste within the
areas that are disturbed during the construction of the
improvements within the Project and erosion and runoff
controls for the entire Project
16 Developer shall stockpile all earthen material on site.
-28-
2.10.4.E Temporary public access trails throughout construction.
2.10.4.6 Tools and equipment storage on -site adequate to serve all
construction.
2.10.5 Employee/Affordable Housing. DEVELOPER shall provide
deed -restricted employee/affordable housing units ("Affordable
Unit Equivalents" or' :AUEs") as defined by the City's affordable
housing policy in an amount equal to 10% of the residential Unit
Equivalents and 20% of the commercial Unit Equivalents
approved by the City for the Project (collectively, the "Base
AUEs"). The employee/affordable housing requirement for the
Project.. includine the Montage, is 98.9 Base AUEs. One AUE
equals 800 square feet. In addition to the Base AUEs,
DEVELOPER has committed to construct, off -site, 20 additional
AUEs (the "Additional AUEs") as an additional community
benefit for the Project. 'Within 24 months from the effective date
of this Agreement, the DEVELOPER (or any assignee thereof)
shall either (i) begin construction of the 20 Additional AUEs, or
(ii) post a financial guarantee in a forrn acceptable to the City
Attorney in favor of the City equal to 10 percent of the estimated
construction costs of the Additional AUEs. Each Additional AUE
shall be sold or rented at prices and terms consistent with the
City's affordable housing guidelines in effect at the time a
Certificate of Occupancy is issued for the AUE. The calculation
of total AUEs is detailed in the following table:
-29-
Type of Use
Unit
E uivalents
Mitigation Rate
AUEs Re aired
Residential
Residential Units
785
0.1
78.50
SinJe Family Home Sites
54
0.1
5.40
Subtata/Residentiai
B39
i 9
Type of Use
Square Footage/
1.000 SF
Mitigation Rate
AUEs Required
Commercial
Commercial Unit Equivalents
75
0.2
15.00
Subtotal Conaaerciai
I5-0
Base AUEs On -Site (25%): 24.725
Base AUEs Off -Site (75%): 74.175
Total Base AUEs
98.90
Additional AUEs Contributed by Developer (located Quinns Junction)
20A0
TOTAL AUEs
17R.00
*May be located at Quinns Junction. consistent with the City's approved employee/affordable housing plan.
A minimum of 25% of the Base AUEs shall be located on -site within the Project;
however. at DEVELOPER'S option, any such on -site Base AUEs not actually
constructed on -site or contractually committed to be constructed on -site may be
constructed off -site on a 1.5-for-I basis. DEVELOPER and the City shall consult with
Mountainlands Housing Trust, or its equivalent (if any), to determine the type and
location of employee/affordable housing which would be most effective in offsetting the
demand generated from the Project. DEVELOPER shall provide the remaining 75% of
the Base AUEs consistent with the City's approved employee/affordable housing plan.
The employee/affordable housing will be phased with the Project in accordance with the
approved Phasing Plan. Upon Planning Commission recommendation, the Housing
Authority may direct DEVELOPER to:
2.10.5.1 Develop, subject to deed restrictions some of the
remaining units on the 20-Acre Quinn's Junction
Parcel; or
2.10.5.2 Donate in a form satisfactory to the City, without
restrictions or encumbrances, the 20 _Acre Quinn's
Junction Parcel to the City in lieu of some or all of the
remaining portion of DEVELOPER's affordable
housing obligation; or
30 -
2.10.5.1 Build the units on an alternate parcel provided to
DEVELOPER by the City. DEVELOPER must donate
the 20-Acre Quinn's Junction Parcel to the City if the
City offers to donate otherwise suitable land to
DEVELOPER. If the City and DEVELOPER exchange
parcels with respect to the new employee/affordable
housing units, then DEVELOPER shall construct on
such alternate parcel such number of new
employee/affordable housing units, up to the required
number of units. for which DEVELOPER is able to
obtain approval. In no event shall the cost incurred by
DEVELOPER to construct the new
employee/affordable housing units on an alternate
parcel provided by the City exceed the cost which
DEVELOPER would have incurred to construct such
new employee/affordable housing units on the 20-Acre
Quinn's Junction Parcel; or
2.10.5.4 If mutually acceptable to DEVELOPER and the City,
pay to the City a fee in lieu of constructing
employee/affordable housing, consistent with the
City's affordable housing policy, if such payment in
lieu of constructing employee/affordable housing
results in the construction or dedication of actual units
for affordable /employee housing; or
2.10.5.5 Satisfy its obligation in a manner otherwise consistent
with the City's affordable housing policy.
2.10.6 5-Year Irrevocable Offer to Annex the 20-Acre
Quinn's Junction Parcel. For the next five years from the date of
this Amended and Restated Agreement, DEVELOPER hereby
irrevocably offers to annex the 20-Acre Quinn's Junction Parcel to
the City.
31-
SECTION III. ADDITIONAL PUBLIC BENEFITS
In addition to the foregoing. DEVELOPER offers the following inducements to
contract:
M Richardson Flats. DEVELOPER unconditionally offers to annex
Richardson Flats to the City and, regardless of the annexation of
Richardson Flats, to restrict development of Richardson Flats to one of the
following options to be selected by DEVELOPER. at DEVELOPER'S
sole discretion:
Option 1. Under Option one DEVELOPER must limit the use of
Richardson Flats to golf (with the requisite clubhouse,
maintenance buildings and other related improvements), equestrian
uses (including the construction of an arena or indoor equestrian
center).. and/or such other public recreational opportunities or
special events as the City may deem proper. In the event
DEVELOPER is able to obtain necessary approvals from EPA
and/or DEQ.. then DEVELOPER must construct on Richardson
Flats a golf course, clubhouse, and driving range with adequate"
provisions for defined public access.
Option 2. Under Option two, DEVELOPER must limit the use of
Richardson Flats to an 18-hole golf course (with the requisite
clubhouse. maintenance buildings and other related
improvements)" and would make available to the City a site for a
second 18-hole golf course. The site to be donated to the City
would not include land in need of environmental remediation. If a
second golf course is constructed under Option two, then the City
and DEVELOPER shall work cooperatively to develop shared
facilities such as a driving range and golf maintenance shops.
Option 3. If, after diligent efforts, DEVELOPER cannot receive
EPA or DEQ approval of the aforementioned recreational
"The course must be operated to maximize play.
18 Under Option 2 DEVELOPER may in the City`s sole discretion be afforded the right to use Richardson
Flats for such other public recreational opportunities or special events as the City may deem proper.
-32-
improvements, DEVELOPER will perpetually deed restrict
Richardson Flats to prevent further development.19
In addition to the foregoing provisions, DEVELOPER shall, in part
as an additional public benefit and in part as a traffic mitigation
measure, provide the City with fee title (unless the City otherwise
agrees to a long term lease) to 30 acres at Richardson Flats. Such
acreage will be used only for ball fields or similar recreational
spaces, and improvements related thereto, and parking. On this
acreage, DEVELOPER will provide a parking area which may be
paved and Nvhich will accommodate segregated Montage and
Empire Pass parking (up to 100 spaces), and parking for the City
(up to 650 spaces), for a total of up to 750 spaces. This parking
area will also serve as the location for Montage construction
parking, and DEVELOPER or Montage shall be responsible for
providing or arranging construction parking shuttles. The parking
improvements may be constructed in phases. DEVELOPER will
have naming rights for the ball fields or similar recreational spaces,
and will not select a name that is inappropriate. The parking
improvements (excluding the 100 dedicated Montage spaces and
spaces required for construction parking and other operational
needs) may be used by the City for reasonable ancillary uses such
as special events. .
3.2 Open Space/Transit Management Fund. DEVELOPER shall pay on
each transfer of DEVELOPER's land, and shall separately covenant with
all successors in interest in a manner which runs with the land, to assess a
1% Open Space/Transit Management Fee on the gross sales price of all
real propert} within the Project. 50% of the Open Space/Transit
Management Fee shall belong to the Flagstaff Mountain Master Resort
'9 The timing of Richardson Flats development shall be addressed in the Construction Phasing and General
Infrastructure Phasing Plans required in Sections 2.1.10 and 2.1.11 with development commencing as early
as possible.
_3;_
Association to reduce Master Resort Association dues associated with
obligations assumed herein or to enhance the Master Resort Association's
service to its members. 50% of the Open Space/Transit Management Fee
shall be paid to the City to assist in funding the costs and expenses for
enhanced transportation to the Project, recreation improvements and/or
open space acquisition, maintenance or preservation. This Open
Space/Transit Management Fee shall not apply. to the transfer of real
property within the Project either solely as security for financing (e.g.
mortgage) or for nominal consideration solely to initially capitalize the
development entity. DEVELOPER acknowledges that the Project requires
an open space management fee to mitigate the adverse effects of the
Project. As such, DEVELOPER covenants that it will pay this fee as a
contractual obligation, and not as a regulated entity. DEVELOPER shall
vigorously defend the imposition of such fees. DEVELOPER shall not
take any action (contractually, judicially, or legislatively) to challenge or
otherwise adversely affect the enforceability of the Open Space/Transit
Management Fee as a valid and enforceable real covenant.
SECTION IV. IMPACT FEES/PLAN CHECK FEES
4.1 Conditions of Approval and Impact Fees. With respect to the
development of Flagstaff Mountain, DEVELOPER accepts and agrees to
comply with the impact; connection and building fees of the City currently
in effect, or as amended, to the extent the amended fees are applied
uniformly within an impact fee district. DEVELOPER acknowledges that
the Project requires infrastructure supported by impact fees and finds the
fees currently imposed to be a reasonable monetary expression of
exactions that would otherwise be required at this time. As such,
DEVELOPER covenants that it will pay impact fees as a contractual
obligation, and not exclusively as a regulated entity. If the state legislature
disallows the imposition of a regulatory impact fee, DEVELOPER will
pay those impact fees in effect at the time of such change in state law
throughout the remaining buildout of the Project. Further DEVELOPER
34 -
agrees to pay plan check fees in the amount of 65% of the building permit
fee.
SECTION V. BONANZA FLATS DEVELOPMENT PARAMETERS
5.1 Restrictions on Bonanza Flats Development. DEVELOPER covenants
that it will never apply, nor assist in any application, to the City or to
Wasatch County for the development of Bonanza Flats in excess of the
following maximum densities. Further, DEVELOPER shall amend its
development application with Wasatch County, and shall restrict
development in Bonanza Flats to the following maximum densities:
5.11 A maximum of 260 residential units (280 Unit Equivalents), of
which no more than 160 units shall be Bonanza Flats single
family home sites.
5.1.2 An 18-hole golf course. including the construction of no larger
than a 20,000 sq. ft club house and other golf -related facilities,
with Nordic skiing thereon during the winter, all as generally
depicted on Exhibit O.
5.13 75,000 square feet of resort -related commercial uses.
5.1.4 Alpine and Nordic ski terrain, ski runs, ski lifts and other ski -
related improvements, all as depicted on Exhibit O.
5.2 Wasatch County Approval of Bonanza Flats Development Proposal.
DEVELOPER has a pending application in Wasatch County, with respect
to Bonanza Flats, requesting density far in excess of that which the City
regards as appropriate. As an inducement for the City to enter into this
Agreement, DEVELOPER agrees to amend its development application
with Wasatch County in order to reflect the terms and conditions of this
Agreement regarding the development of Bonanza Flats. City's
contractual restrictions on Bonanza Flats development are in no respect an
endorsement of development on Bonanza Flats. DEVELOPER agrees that
the portions of Bonanza Flats, as described on Exhibit C attached hereto,
which are not to be developed shall be subjected to restrictive covenants or
conservation easements, dedicated to a third party conservation trust (or
_;5_
similar entit} ), in a form acceptable to the City, so that the real property
which is not to be developed shall be limited in perpetuity to recreational
and open -space uses. DEVELOPER and the City acknowledge that the
annexation of Bonanza Flats to the City is not being considered at this
time by either the City or by DEVELOPER.
53 Snyderville Basin Surer Improvement District Annexation.
Snyderville Basin Sewer Improvement District ("SBSID") must agree to
annex Bonanza Flats and agree to provide sewer service xN ithin Bonanza
Flats if Park City is to provide water service to the area. SBSID capacity
shall be restricted in size to accommodate no more than the restricted
densities agreed to herein. If Wasatch County approves the use of Park
City water for culinary use in Bonanza Flats, then DEVELOPER must
apply for and pursue annexation to SBSID.
5.4 Annexation. If Wasatch County recommends that DEVELOPER seek
annexation to the City of Bonanza Flats, then DEVELOPER shall request
that the City annex Bonanza Flats. In the event that DEVELOPER
requests that the City annex Bonanza Flats, the City anticipates the
execution of an interlocal agreement with Wasatch County to address
fiscal issues in connection with the City s amtexation of Bonanza Flats.
5.5 Request for Transfer of Bonanza Flats Density to Flagstaff Mountain.
DEVELOPER may seek approval from the City of additional density
within Flagstaff Mountain in exchange for DEVELOPER transferring
approved density from Bonanza Flats and deed restricting such land as
open space. Cit)'s contractual restrictions on development in Bonanza
Flats in no wav shall be construed as an endorsement of such densities
either in Bonanza Flats nor transferred to the Mountain Village. Upon
DEVELOPER's request, the City would consider such transfer. If
favorably inclined to entertain such density transfer, the City would
attempt in good faith to negotiate an interlocal agreement with Wasatch
County to address fiscal issues associated with such action. In connection
with any such request by DEVELOPER, the City may give higher priority
36-
to the transfer of multifamily or IodRina units and may consider many
factors. including but not limited to the following:
5.5.1 The location and quality of open space within the Bonanza Flats
Property that would occur as a result of the transfer;
5.5.2 The suitability of increased density in the Mountain Village;
5.53 The potential reduction of traffic;
5.5.4 The potential positive impacts on the transportation system;
5.5.5 The visual and other impacts to the Mountain Village; and
55.6 The positive and negative impacts to the Bonanza Flats Property.
5.6 Private Road. Consistent with an approved phasing plan for Flagstaff
Mountain. DEVELOPER may construct a private controlled access road
between the Flagstaff Mountain and the Bonanza Flats development areas,
provided that such private road is properly controlled to prevent through
access to adjacent properties and deed restricted to prevent its extension
beyond the terminus depicted in Exhibit C.
5.7 Water Service. DEVELOPER and the City acknowledge and agree that
water service and sewer service to Bonanza Flats should be provided from
the same basin in order to avoid any trans -basin transfer issues. Inasmuch
as the City shall be providing water service to the Project, the City and
DEVELOPER desire that the City provide water service to Bonanza Flats
as well. If Wasatch County: 1) approves DEVELOPER's amended
proposal for the limited development of Bonanza Flats detailed herein, and
2) approves DEVELOPER's proposal that the City provide water service
to Bonanza Flats. then, subject to a City -approved infi-astructure phasing
plan, DEVELOPER shall build and dedicate to the Park City Water
Service District an adequate water delivery system, to service Bonanza
Flats, including all fire flow and irrigation needs. DEVELOPER shall
work cooperatively with the City to develop a water source or sources,
including. but not limited to, making well sites, water rights and easements
available to the City. The City shall provide culinary water to Bonanza
Flats according to the terms of this Agreement. DEVELOPER will
37 _
construct all infrastructure. including a source of water necessary to
provide water service to Bonanza Flats. City water development and
connection fees. as well as water rates. shall be the same as those imposed
in the Project, unless the City can identify and fairly assign extraordinary
costs to end users within Bonanza Flats. No water from a Weber Drainage
Basin source shall be used for outdoor uses in Bonanza Flats.
5.8 No Annexation Alternative. If Bonanza Flats is not annexed into the
City. and if the requirements described in Sections 5.3, 5.6 and 5.7 are
satisfied, then DEVELOPER shall not build within Bonanza Flats more
than the units described in Section 51 above.
5.9 Conditions of Development of Bonanza Flats. Regardless of the
annexation of Bonanza Flats to the City, DEVELOPER agrees to the
following:
5.9.1 The residential and commercial units constructed within Bonanza
Flats shall not be located adjacent to the lakes within the
Bonanza Flats property.
5.9.2 If Bonanza Flats is developed, but is not annexed DEVELOPER
agrees to provide employee/affordable housing units consistent
with its obligations in the Flagstaff Mountain annexation.
5.93 Within Bonanza Flats, DEVELOPER shall limit the construction
of wood -burning devices to one wood -burning device per single
family unit. DEVELOPER shall not request approval from
Wasatch County or from the City for wood -burning devices in
any other attached, or detached, residential uses. Within each
lodge, or hotel constructed within Bonanza Flats, DEVELOPER
may construct one wood -burning device in each such lodge or
hotel.
5.9.4 DEVELOPER shall pursue an interlocal agreement with
Wasatch County whereby the Park City Fire Protection District
will provide fire protection services within Bonanza Flats.
5.9.5 Upon reallignment of S.R. 224, DEVELOPER shall prohibit
_;g_
commercial snowmobile use within Bonanza Flats.
SECTION VI. AMENDMENT OF AGREEMENT AND DEVELOPMENT PLAN
6.1 This Agreement may be amended from time to time by mutual written
consent of the Parties.
SECTION VII. IMPLEMENTATION OF THIS AGREEMENT
7.1 Processing and Approvals. Site specific plans shall be deemed proposed
Small Scale Master Plans and shall be subject to the process and
limitations set forth in the Park City Municipal Corporation Land
Management Code that is in effect when the DEVELOPER submits a
complete application for a Small Scale MPD.
7.2 Cooperation in the Event of Legal Challenge. If any third party
challenges the validity, or any provision_ of this Agreement, (1) the Parties
shall cooperate in defending such action or proceeding, and (2)
DEVELOPER shall hold harmless, and shall indemnif}7 the City for all
costs (including attorneys' fees) associated with defending this
Agreement. Nothing herein shall be construed as a waiver of
governmental immunity, as applicable.
73 Impossibility of Performance. If this Agreement is delayed in its effect
by actions beyond the control of City or DEVELOPER, this Agreement
shall remain in full force and effect during such delay. If such delay in the
effect of this Agreement extends for a period of more than one year, this
Agreement shall be terminable by DEVELOPER or the City upon written
notice to the other at any time after such initial one-year period. In the
event of termination, all rights and obligations hereunder shall be deemed
terminated, provided, however, that the parties shall cooperate to return to
the status quo ante.
Section VIIL GENERAL PROVISIONS
8.1 Covenants Running with the Land. The provisions of this Agreement
shall constitute real covenants, contract and property rights and equitable
servitudes, which shall run with all of the land subject to this Agreement.
The burdens and benefits hereof shall bind and inure to the benefit of each
-39-
of the Parties hereto and all successors in interest to the Parties hereto. All
successors in interest shall succeed only to those benefits and burdens of
this Agreement which pertain to the portion of the Project to which the
successor holds title. Such titleholder is not a third party beneficiary of
the remainder of this Agreement or to zoning classifications and benefits
relating to other portions of the Project.
8.2 Transfer of Property. DEVELOPER and DEER VALLEY shall have
the right, without obtaining the Citv's consent or approval, to assign or
transfer all or any portion of its rights, but not its obligations, under this
Agreement to any party acquiring an interest or estate in the Project, or
any portion thereof. Third party assumption of DEVELOPER's or DEER
VALLEY's obligations under this Agreement shall not relieve
DEVELOPER or DEER VALLEY of any responsibility or liability with
respect to the expressly assumed obligation, unless the City expressly
agrees in writing to the reduction or elimination of DEVELOPER's or
DEER VALLEY's responsibility or liability. DEVELOPER and DEER
VALLEY shall provide notice of any proposed or completed assignment
or transfer. If DEVELOPER or DEER VALLEY transfers all or any
portion of the property comprising Flagstaff Mountain, Richardson Flats,
Sandridge or Bonanza Flats, the transferee shall succeed to all of
DEVELOPER's or DEER VALLEY's rights under this Agreement. To
the extent the City believes (in its sole discretion, considering the totality
of the DEVELOPER's and/or DEER VALLEY's obligations) that the
successor in interest has ample resources to secure the City's rights under
this Agreement. the City may release DEVELOPER and/or DEER
VALLEY from its proportionate liability under this Agreement.
8.3 No Agency, Joint Venture or Partnership. It is specifically understood
and agreed to by and among the Parties that: (1) the subject development
is a private development; (2) City, DEER VALLEY and DEVELOPER
hereby renounce the existence of any form of agency relationship, joint
venture or partnership among City, DEER VALLEY and DEVELOPER;
-40-
and (3) nothing contained herein shall be construed as creating any such
relationship among City. DEER VALLEY and DEVELOPER.
SECTION IN. MISCELLANEOUS
9.1 Incorporation of Recitals and Introductory Paragraphs. The Recitals
contained in this Agreement, and the introductory paragraph preceding the
Recitals, are hereby incorporated into this Agreement as if ftdly set forth
herein.
9.2 Other Miscellaneous Terms. The singular shall include the plural; the
masculine gender shall include the feminine; "shall" is mandatory; "may"
is permissive.
93 Severability. If any provision of this Agreement or the application of any
provision of this Agreement to a particular situation is held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining
provisions of this Agreement shall continue in full force and effect.
9.4 Construction. This Agreement has been reviewed and revised by legal
counsel for DEVELOPER, DEER VALLEY and the City, and no
presumption or rule that ambiguities shall be construed against the drafting
Party shall apply to the interpretation or enforcement of this Agreement.
Since the time the original Agreement was adopted and executed, many of
the DEVELOPER'S obligations hereunder have been satisfied. The fact
that this Agreement is styled as an amended and restated agreement shall
not be deemed or construed to reinstate the DEVELOPER obligations that
have been satisfied as of the date hereof.
9.5 Notices. Any notice or communication required hereunder between the
Parties must be in writing, and may be given either personally or by
registered or certified mail. return receipt requested. If given by registered
or certified mail, the same shall be deemed to have been given and
received on the first to occur of (i) actual receipt by any of the addressees
designated below as the Party to whom notices are to be sent, or (ii) five
(5) days after a registered or certified letter containing such notice,
properly addressed, with postage prepaid, is deposited in the United States
-41-
mail. If personally delivered, a notice is given when delivered to the Party
to whom it is addressed. Any Party hereto may at any time, by giving ten
(10) days written notice to the other Parties hereto, designate any other
address in substitution of the address to which such notice or
communication shall be given. Such notices or communications shall be
given to the Parties at the address set forth below:
If to Cite to:
City Manager
445 Marsac Ave.
P.O. Box 1480
Park City, UT 84060
Cop} to:
City Attorney
445 Marsac Ave.
P.O. Box 1480
Park City, UT 84060
If to DEVELOPER to:
United Park City Mines Company
c/o David J. Smith
P.O. Box 1450
Park City, UT 84060
Copy to:
Clark K. Taylor
VanCott Bagley Cornwall & McCarthy
P. O. Box 45340
Salt Lake City, Utah 84145
If to DEER VALLEY:
Deer Valley Resort Company
Attn: Bob Wheaton, President
2250 Deer Valley Drive South
P.O. Box 889
Park City, Utah 84060
Copy to:
General Counsel
Royal Street Corporation
7620 Royal Street East, Suite 205
P.O. Box 3179
Park City, Utah 84060
-42-
9.6 No Third Party Beneficiary. This Agreement is made and entered into
for the sole protection and benefit of the Parties and their assigns. No
other party shall have any right of action based upon any provision of this
Agreement whether as third party beneficiary or otherwise.
9.7 Counterparts and Exhibits. This Agreement is executed in four (4)
duplicate counterparts. each of which is deemed to be an original. This
Agreement consists of forty-two (42) pages.. including notary
acknowledgment forms, and in addition, sixteen (16) exhibits, which
constitute the entire understanding and agreement of the Parties to this
Agreement. The following exhibits are attached to this Agreement and
incorporated herein for all purposes:
Exhibit A Map and Legal description of Flagstaff Mountain
Exhibit B Map and Legal description of the Iron Mountain
Parcels
Exhibit C Map and Legal description of Bonanza Flats
Exhibit D Map and Legal description of Richardson Flats
Exhibit E Map and Legal description of 20-Acre Quinn's
Junction Parcel
Exhibit F Deer Valley Ski Area Master Plan
Exhibit G Deer Valley Resort Company Ski Run Construction
and Revegetation Standards
Exhibit H Guardsman Realignment
Exhibit I Emergency Access
Exhibit J Lady Mogan Springs Open Space Area
Exhibit K Approximate Location of Prospect Ridge Open
Space
Exhibit L Map and Legal description of Sandridge Parking
Lots and Sandridge Heights parcels
Exhibit M Road and Intersection Improvements Detail
Exhibit N Runaway Truck Lane
Exhibit O Bonanza Flats golf course and ski improvements
_43_
Exhibit P Zoning Map for Flagstaff Mountain
9.8 Attorneys' Fees. In the event of a dispute between any of the Parties
arising under this Agreement. the prevailing Party shall be awarded its
attorneys' fees and costs to enforce the terms of this Agreement.
9.9 Duration. This Agreement shall continue in force and effect until all
obligations hereto have been satisfied. DEVELOPER shall record the
approved annexation plat for Flagstaff Mountain within 30 days of the
City's adoption of an annexation ordinance to annex Flagstaff Mountain.
The Large Scale Master Plan for Flagstaff Mountain granted herein shall
continue in force and effect for a minimum of four years from its issuance
and shall be effective so long as construction is proceeding in accordance
with the approved phasing plan. Upon expiration of the minimum four-
year period, approval will lapse after two additional years of Inaction
following the expiration of such four-year period, unless extended for up
to two years by the Planning Commission.
IN WITNESS WHEREOF, this Agreement has been executed by UPCM and by
DEER VALLEY by persons duly authorized to execute the same and by the City of Park
City, acting by and through its City Council effective as of the 2"d day of March, 2007.
PARK CITY MUNICIPAL CORPORATION
Dana V illiams, Mayor ✓� c, ,tar: '•
4`.♦
V
ATTEST: City Clerk
r GOB'
of
By: , l/ J t Scott, City Recorder \
APPROVED AS TO
Mark D. Harrington.
DEVELOPER:
United Park City Mines Company.
a Delaware corporation
David J. Smith, Authorized Signing Officer
STATE OF UTAH
HLVY
COUNTY OF SUMMIT )
On this 7Y day of-M rch, 2007 before me, Lorrie J. Hoggan, the undersigned
Notary Public, personally appeared David J. Smith, personally known to me to be the
Authorized Signing Officer of United Park City Mines Company, on behalf of the
corporation named herein, and acknowledged to me that the corporation executed it.
Witness my hand and official seal.
NOTARY PUBLIC
STATE OF UTAH
My Commission Expires
,.i z-eJe October 11. 2007
LORRIE J. HOGGAN
4549NSR32
Oakley, Utah 84055
DEER VALLEY RESORT COMPANY,
a Utah limited partnership
By: Royal Street of Utah, a Utah corporation,
General Partner
By:
Robert Wells, Vice President
-45-
DEVELOPER.:
United Park City Mines Company,
a Delaware corporation
A���
David J, Smith, Authorized Signing Ofncer
STATE OF UTAH
�S
COUNTY OF SUMMIT )
On this _ day of 20O before me, Lorrie J. Hoggan, the undersigned
Notary Public, personally appeared David J_ Smith, personally known to me to be the
Authorized Signing Officer of United Park City Mines Company, on behalf of the
corporation named herein, and acknowledged to me that the corporation execYrted it.
Witness my hand and official seal.
NOTARY PUBLIC
/
1
STATE OF UTAH
My 09MMIssk l E)VrG$
RE tt, GOON
il1OAN
45RI401. NSO32
Odday, Utah 84055
DEER VALLEY RESORT COMPANY,
a Utah limited partnership
By: Royal Street of Utah, a Utah corporation,
General P r �., r
By.
Robert Wells, Vice President
AS -
STATE OF L=T* )
-;,4A�4- : ss
COUNTYOF S itffT )
On this / day of 'e,,446 i , 2007 before me, Pzf'�d , the
undersigned Notary Public, personally appeared Robert Wells, personally known to me
to he the Vice President of Royal Street of Utah, on behalf of the corporation named
herein, and acknowledged to me that the corporation executed it. Witness my hand and
official seal.
pFFIC1A.L SEA /'1
C01\STAI ICE M. RICHAROS C�yl�`/l ���.,
Nolaf; Putilc - 51&te e1 Anzpnd
nA ;coracouNrv, . Notary Public, State ofiitah FIz-
AAv Cmmnis�io^'tsp�rps Fed. 1.2006
Residing in lMZ
46 -
SCHEDULE 3.1
RICHARDSON FLATS PARKING AREA
SPECIFICATIONS
Talisker or United Park City Mines Company will provide the Clt\with fee title (unless
the City otherwise agrees to a long term lease) to 30 acres at Richardson Flats (map attached).
The use of this land is provided on the basis that it will be only for ball fields or similar
recreational spaces (and related improvements) and parking. On this acreage, Talisker Na ill
provide a paved area which will accommodate segregated Montage and Empire Pass parking (up
to 100 spaces) and parking for the City (up to 650 spaces) for a total of up to 750 spaces. The
cost of improving the existing County road leading to the site shall be paid for by the Developer,
and shall be subject to a late comer's agreement. The parking improvements shall be constructed
in phases as established during the MPD for those improvements in cooperation with Summit
County. The parking improvements (excluding the 100 dedicated Montage spaces and spaces
required for construction parking and other operational needs) may be used by the City for
reasonable ancillary uses such as special events. Construction of the parking improvements will
be assured through a form of completion bonding consisting of a draw -down letter of credit or
other similar instrument in an amount equivalent to the good faith estimated cost to construct the
parking improvements, but in an amount not to exceed $1,800,000. In the event any permit
application is denied such that the parking improvements cannot be constructed, the City shall be
entitled to draw the entire amount of the completion bond, letter of credit or similar instrument
(as the case may be), and DEVELOPER shall have no further obligation to construct the parking
improvements.
Additional specifications are as follows:
1. Adequate space will be provided for drainage & snow storage.
2. The area will have reasonably flat terrain.
3. The parking lot will allow adequate bus travel through the parking area.
4. An allowance for signs and street lights is included.
5. The lot will be paved to acconnnodate the weight of City busses, in accordance
with applicable Summit County construction standards and/or the Park City
Construction Specifications and Standard Drawings as reasonably applied by the
City engineer and the DEVELOPER'S design engineer.
The precise layout and cost of the ball fields or similar recreational spaces within the 30
acre parcel, and improvements related thereto, are the City's responsibility.
47 -
I-
i
SITI I CON FRS -
30 ACRLS
1
PUTUIUi PAIU< CITY— 1\ 1
Y / SPURTS MLLDS
% ♦� ;, - 1. , \\
TU TR All
650 Ciro Parking Spaces _;1t----vi Ol
10flM.ruugc Parking Spaces _________.
750 Total Parking Spaces- 6.98 Acres
Land for Cin�SponsFields-2i-02 r1crcs -,___---'-'�-� --__
Conaptual Site Plan (Permit SuGmittal) Ria L 1rcusun I'i.cn
0v,,I . w, amr.
-48-
EXHIBIT D -1
DEED RESTRICTION
EXHIBIT A
TO
GRANT OF TALISKER CONSERVATION DEED RESTRICTION
[Insert Legal Description of the Property]
A-1
WHEN RECORDED, MAIL TO: 0
0J* Mark D. Harrington, City Attorney
Park City Municipal Corporation
445 Marsac Avenue
Park City. Utah 84060
TALISKER CONSERVATION DEED RESTRICTION
THIS GRANT OF CONSERVATION DEED RESTRICTION ("Deed Restriction") is
made effective as of the 2nd day of March, 2007, by UNITED PARK CITY MINES
COMPANY, a Delaware corporation ("UPMC"), its subsidiary, TALISKER LAND
HOLDINGS, LLC ("TLH"), and Royal Street Land Company ("RSLC" ), which contribute, grant
and convey the rights described hereafter to PARK CITY MUNICIAL CORPORATION, a city
and political subdivision of the STATE OF UTAH located in Summit County, Utah ("City").
UPCMC, TLH and RSLC are collectively referred to herein as "Grantor", and City is referred to
herein as "Grantee". Grantor and Grantee are sometimes collectively referred to herein as the
"Parties".
WITNESSETH:
WHEREAS, Grantor owns certain real property located in Park City and Summit County,
Utah (the 'Property") more particularly described on Exhibit A attached hereto and made a part
hereof, and
WHEREAS, the Property possesses natural, scenic, open space, public recreation,
wildlife and wetland values described in Section 170(h)(4)(A) of the Internal Revenue Code of
1986 (the "Code") (collectively referred to herein as "Conservation Values"); and
WHEREAS, the specific Conservation Values of the Property are documented in
materials sometimes referred to as the "Baseline Documentation," which consists of reports,
maps, photographs and other documentation intended to provide the Parties with an accurate
representation of the Property at the time of the granting of the Deed Restriction as defined
below; and
WHEREAS, the Property is appropriate for substantial and regular skiing, year-round
recreational and other uses as hereinafter described as the Reserved Use Rights, and the Property
is necessary to the operation of the Park City Mountain Resort; and
WHEREAS, Grantor intends that the Conservation Values of the Property be preserved
and maintained by the continuation of land use patterns, including, without limitation, those
existing at the time of the recording of this Deed Restriction, subject to the Reserved Use Rights;
and
WHEREAS, Grantor further intends, as owner of the Property, to preserve and protect the
conservation values of the Property in perpetuity, subject to the Reserved Use Rights; and
WHEREAS, GRANTEE is a political subdivision of the State of Utah described in Code
Section 170(b)(1)(A)(v), (c)(1) and (h)(3)(A); and
WHEREAS, Grantee agrees by accepting this grant that the Deed Restriction contained
herein significantly furthers a clearly delineated local governmental policy of Grantee, and that
Grantee will honor the intentions of Grantor stated herein to preserve and protect in perpetuity
the Conservation Values of the Property for the benefit of this generation and the generations to
come;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants,
terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of Utah
and in particular U.C.A. Title 57, Chapter 19, Grantor hereby contributes, grants and conveys to
Grantee a conservation Deed Restriction in perpetuity over the Property of the nature and
character and to the extent set forth herein (the "Deed Restriction").
1. Purpose. It is the purpose of the Deed Restriction to prevent residential
development on the Property and, subject to the Reserved Use Rights described in Section 3 of
this Deed Restriction, to assure that the Property will be retained forever in its open, generally
undeveloped condition as provided herein and to prevent any use of the Property that will
significantly impair or interfere with the Conservation Values of the Property. Grantor intends
that the Deed Restriction will confine the use of the Property to those activities, including
without limitation the Reserved Use Rights, that are consistent with the terms of this Deed
Restriction.
2. Rights of Grantee. To accomplish the purpose of this Deed Restriction, the
following rights are conveyed to Grantee by this Deed Restriction, subject at all times to the
Reserved Use Rights:
(a) The right to preserve and protect the Conservation Values of the Property;
(b) The right to enter upon the Property at reasonable times in order to
monitor Grantor's compliance with and otherwise enforce the terms of this Deed Restriction;
provided that such entry shall be upon prior reasonable notice to Grantor and to Grantor's tenants
and subtenants, and Grantee shall not unreasonably interfere with Grantor's use and quiet
enjoyment of the Property, whether directly or through tenants or subtenants;
(c) The right to prevent any activity on or use of the Property that is
inconsistent with the terms of this Deed Restriction and to enforce the restoration of such areas
or features of the Property that may be damaged by inconsistent activity or use, pursuant to
Section 7 hereof, and
(d) The right to enforce this Deed Restriction by appropriate legal
proceedings, after providing Grantor with reasonable notice and opportunity to cure, as provided
in section 7 herein.
3. Reserved Use Rights. The following uses and practices (collectively referred to
herein as the "Reserved Use Rights"), while not an exhaustive recital of permitted uses and
practices, are consistent with the propose of the Deed Restriction, and the following purposes
2
and practices shall not be precluded or prevented by this Deed Restriction to the extent they are
not inconsistent with Conservation Values:
(a) Until the expiration or earlier termination of that certain Lease dated as of
January 1, 1971, by and between UPCMC and Treasure Mountain Resort Company
("Current Lessee"), as now amended, as the term may be extended from time to time (the
"Lease"), all uses. practices and activities permitted tinder the Lease. The Parties agree
that all permitted uses under the Lease are consistent with Conservation Values. Future
amendments to or replacements of said Lease shall also be permitted, provided that such
are consistent with applicable zoning requirements and this Deed Restriction.
(b) Upon and after the expiration or earlier termination of the Lease:
(i) Recreational, entertainment, and retail usages not inconsistent with
Conservation Values.
(ii) All uses, practices and activities incident to the operation,
maintenance, repair and replacement of the Park City Mountain Resort and related
facilities when done in a manner not inconsistent with Conservation Values.
(iii) Substantial and regular skiing uses consisting of ski lifts, ski runs,
and other winter and summer recreational and resort facilities and uses incident or
related thereto, such facilities and uses to include (i) fuel storage and dispensing,
(ii) bomb caches for avalanche control, (iii) maintenance facilities, (iv) vehicle
fleet maintenance and operations. (v) bike trails, (vi) avalanche hazard reduction,
(vii) forestry management, (viii) night skiing operations and related lighting, (ix)
day lodges and restaurants; (x) yurts, (xi) mobile or modular units for security
personnel, (xii) culinary water lines, pump stations and storage tanks, and (xiii)
snowmaking water lines, pump stations, storage tanks and storage ponds, all of
which are to be implemented in a manner not inconsistent with Conservation
Values;
(iv) The construction, development and operation of ski -related
development and other allowed uses as provided by the PCMR Development
Agreement dated on or about June 25, 1998 (as amended from to time in a manner
not inconsistent with Conservation Values), including activities conducted under
Master Festival Licenses, and recreational, entertainment, and retail usages that
are not inconsistent with the Development Agreement, underlying zoning or with
Conservation Values;
(v) The construction, installation, use, maintenance, repair,
replacement and relocation of water wells, water lines, sanitary sewer lines, storm
sewer lines and the right to discharge their flows, natural gas lines, electric power
lines, cable television lines, telephone lines, and other utility lines, together with
the right to temporarily stockpile construction materials and equipment as
approved by the Grantee, so long as such uses are necessary for the Reserved Use
Rights, are located in disturbed areas such as ski runs or existing utility corridors
3
(unless otherwise approved by the Grantee) and are not inconsistent with
Conservation Values;
(vi) The construction, installation, use, maintenance, repair,
replacement and relocation of secondary access roads provided all applicable land
use approvals are obtained from Grantee (nothing herein shall be deemed as such
approval) and such are done in a manner not inconsistent with Conservation
Values;
(vii) All activities on the Property that are necessary to perform
investigation, remediation, closure and/or reclamation work consistent with or
required by law with respect to any portion of the Property that has been used
previously for mining activities or mining operations;
(viiii) The right to access all subsurface oil, gas or other minerals by
subsurface techniques to the maximurn extent permitted by a "Qualified Mineral
Interest" within the meaning of Section 170(h)(6) of the Code provided that such
rights are exercised orily without use of any surface mining method and only in a
manner which is not inconsistent with the Conservation Values.
(ix) Passive uses otherwise allowed by the Park City Land
Management Code in the ROS District intended to preserve and protect the
Conservation Values.
4. Prohibited Uses and Practices. Any activity on or use of the Property inconsistent
with the purpose of the Deed Restriction is prohibited. Without limiting the generality of the
foregoing, the following activities and uses are expressly prohibited:
(a) Any residential construction or use including hotels and lodging, and any
surface mining, use of surface mining methods or mining by any method inconsistent with
Conservation Values; and
(b) Hunting or trapping for any purpose other than predatory or problem
animal control.
The foregoing prohibited activities and uses may be amended by the express written
agreement of the Grantee and Grantor, provided such amendment is not inconsistent with either
Section 170(h) of the Code or Conservation Values.
5. Existing Liens. The Property is subject to all existing easements and other liens
and encumbrances of record.
6. Reserved Rights. Grantor reserves to Grantor and to Grantor's successors and
assigns as the owner of the Property all rights accruing from the ownership of the Property,
including the right to engage in or permit or invite others to engage in all uses of the Property
that are consistent with the purpose of the Deed Restriction and that are not expressly
prohibited herein, including without limitation the right to engage in or permit others to engage
in Reserved Use Rights.
4
6.1 Minor Boundary Adjustments. Grantor reserves the right to make
reasonable and minor boundary line adjustments in the legal description of the Property,
provided that any such adjustments are consistent with the Reserved Use Rights and provided
that the total area of the Property that is subject to the Deed Restriction shall not be reduced as
the result of any such boundary line adjustments. The Grantee shall execute, acknowledge and
record in the Office of the Recorder of Summit County, Utah any amendments to this Deed
Restriction proposed by Grantor for such purpose so long as such adjustments are not
inconsistent with Conservation Values.
6.2 Notice of New Uses. Grantor agrees to notify Grantee in writing at least
30 days in advance of any change in use or exercise of any Reserved Use Right which may have
an adverse impact on any Conservation Value.
7. Grantee's Remedies. If Grantee determines that Grantor is in violation of the
terms of this Deed Restriction or that a violation is threatened, Grantee shall give written notice
to both Grantor and Current Lessee of such violation and demand corrective action sufficient to
cure the violation and, where the violation involves injury to the Property resulting from any use
or activity inconsistent with the terms of this Deed Restriction, to restore the portion of the
Property so injured. If Grantor fails to cure the violation within thirty (30) days after receipt of
notice thereof from Grantee, or under circumstances where the violation cannot reasonably be
cured within a thirty (30) day period, fails to begin curing such violation within the thirty (30)
day period, or fails to continue diligently to cure such violation until finally cured, Grantee may
bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this
Deed Restriction, to enjoin the violation, ex parte as necessary, by temporary or permanent
injunction, to recover any damages to which it may be entitled for violation of the terms of this
Deed Restriction or injury to any Conservation Values protected by the Deed Restriction,
including damages for the loss of scenic, aesthetic, or environmental values, and to require the
restoration of the Property to the condition that existed prior to any such injury. Without limiting
Grantor's liabilit) therefor, Grantee, in its sole discretion, may apply any damages recovered to
the cost of undertaking any corrective action on the Property. If Grantee, in its sole discretion,
determines that circumstances require immediate action to prevent or mitigate significant
damage to the Conservation Values of the Property, Grantee may pursue its remedies under this
Section without prior notice to Grantor or without waiting for the period provided for cure to
expire. Grantee's rights under this Section apply equally in the event of either actual or
threatened violations of the terns of this Deed Restriction, and Grantor agrees that Grantee's
remedies at law for any violation of the terms of this Deed Restriction are inadequate and that
Grantee shall be entitled to the injunctive relief described in this Section, both prohibitive and
mandatory, in addition to such other relief to which Grantee may be entitled, including specific
performance of the terms of this Deed Restriction. without the necessity of proving either actual
damages or the inadequacy of otherwise available legal remedies. Grantee's remedies described
in this Section shall be cumulative and shall be in addition to all remedies now or hereafter
existing at law or in equity. Current Lessee shall, with at least simultaneous notice to Grantor,
have the right, but not the duty, to undertake any above described cures on behalf of Grantor if
Grantor has not commenced such cure at least five days before the end of the cure period
described herein.
5
7.1 Costs of Enforcement. Any costs incurred by Grantee in enforcing the
terms of this Deed Restriction against Grantor, including, without limitation, costs of suit and
attorneys' fees, and any costs of restoration necessitated by Grantor's violation of the terms of
this Deed Restriction shall be borne by Grantor. If Grantor prevails in any action to enforce the
terms of this Deed Restriction, Grantor's costs of suit, including, without limitation, attorneys'
fees, shall be borne by Grantee.
7.2 Grantee's Enforcement. Failure by Grantee to immediately enforce this
Deed Restriction in the event of an} breach of an) term of this Deed Restriction by Grantor shall
not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach
of the same or any other term of this Deed Restriction.
73 Waiver of Certain Defenses. Grantor hereby waives any defense of
lathes, estoppel, or prescription.
7.4 Acts Beyond Grantor's Control. Nothing contained in this Deed
Restriction shall be construed to entitle Grantee to bring any action against Grantor for any
injury to or change in the Property resulting from causes beyond Grantor's control, including,
without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by
Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the
Property resulting from such causes.
8. Access. No specific right of access by the general public to any specific portion
of the Property is conveyed by this Deed Restriction, but the overall operation of the Property
shall be such as to provide the Public substantial and regular access for recreational and scenic
uses.
9. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs
and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the
Property, including the maintenance of adequate comprehensive general liability insurance
coverage. Grantor shall keep the Property free of any liens arising out of any work performed
for, materials furnished to, or obligations incurred by Grantor.
9.1 Taxes. Grantor shall pay before delinquency all taxes, assessments, fees,
and charges of whatever description levied on or assessed against the Property by competent
authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, the
Deed Restriction, and shall furnish Grantee with satisfactory evidence of payment upon request.
9.2 Hold Harmless. Grantor shall hold harmless, indemnify, and defend
Grantee and its members, directors, officers, employees, agents, and contractors (collectively
"Indemnified Parties") from and against all liabilities, penalties, costs, losses, damages,
expenses, causes of action, claims, demands or judgments, including, without limitation,
reasonable attorneys' fees arising from or in any connection v ith: (a) injury to or the death of
any person, or physical damage to any property, resulting from any act, omission, condition, or
other matter related to or occurring on or about the Property, regardless of cause, unless due
solely to the negligence of any of the Indemnified Parties; (b) the obligations specified in
Sections 9 and 9.1; and (c) the existence or administration of this Deed Restriction.
19
10. Prol2cm, hnterest: Condemnation or Extinguishment. The Deed Restriction
constitutes a real property interest immediately vested in Grantee, which the Parties agree can
not be extinguished except by (i) a super majority vote by at least 80% of the City Council and a
vote of the City residents, and (ii) a judicial action as permitted under Treas. Reg. 1. 1 70A-
14(g)(6)(i), and which, for the purposes of this Deed Restriction, the Parties stipulate to have a
fair market value determined in accordance with the requirements of the Code and Treas. Reg.
1.170A-14(g)(6)(ii), as applicable to conservation contributions. Grantee acknowledges that
Grantor is making a bargain contribution as described in the eighth sentence of Treas. Reg.
1.170A-14(h)(1)(i), but makes no representation as to the tax consequences of the transaction
contemplated by this Deed Restriction. Grantor will obtain independent tax counsel and be
solely responsible for compliance requirements of the Code. The values as of the date of this
Deed Restriction shall be those values used to calculate the deduction, if any, for federal income
tax purposes allowable by reason of this Deed Restriction, pursuant to Section 170(h) of the
Code. If the Deed Restriction is taken, in whole or in part, by exercise of the power of eminent
domain or by an extinguishment by judicial proceeding permitted under Treas. Reg. 1.170A-
14(g)(6)(i), Grantee shall be entitled to compensation in accordance with applicable law (but in
no event less than the amount required to be received under Treas. Reg. 1. 1 70A- I 4(g)(6)(ii)) and
such proceeds shall be used in solely in accordance with Treas. Reg. 1. 1 70A- I 4(c)(2).
11. Transfer. Assignment and Substitution of Conservation Easement. The Deed
Restriction is not transferable by Grantee so long as the Lease is in effect. Grantor agrees (to the
extent it can be done in compliance with all provisions of the Code and Treasury Regulations
then in effect) that, upon Grantee's request after the Lease is no longer in effect, Grantor will
cooperate with the City and will take all reasonable steps necessary to substitute for this Deed
Restriction a Conservation Easement having identical substantive terms. Further. within a
reasonable time after the expiration or other termination of the Lease, the Grantee shall, to the
extent permitted by the Code and Treasury Regulations then in effect, transfer the Deed
Restriction (or Conservation Easement, if substituted as provided above) to a non -governmental
eligible donee within the meaning of Treas. Reg. 1.170A-14(c)(1) in a properly documented
transfer complying with all requirements of law including, without limit, Treas. Reg. 1.170A-
14(c)(2).
12. Estoppel Certificates. Upon request by Grantor, Grantee shall within thirty (30)
days execute and deliver to Grantor any document, including an estoppel certificate, which
certifies Grantor's compliance with any obligation of Grantor contained in this Deed Restriction
and otherwise evidences the status of this Deed Restriction as may be requested by Grantor.
13. Baseline Documentation. The Parties acknowledge that an inventory of Baseline
Documentation relating to the Property has been completed based upon information available to
Grantor on the date hereof and which has been provided by Grantor to Grantee. Copies of this
inventory of Baseline Documentation are on file in Grantee's offices and in Grantor's offices.
The Parties acknowledge that this collection of Baseline Documentation contains an accurate
representation of the condition of the Property subject to the Deed Restriction and the natural
7
resources associated with the Property as of the date of the execution of this Deed Restriction in
accordance with Treasury Regulation § 1.170A-14(g)(5)(i). Notwithstanding the foregoing, in
the event of a controversy arising with respect to the nature of the biological and/or physical
condition of the Property.. the Parties shall not be foreclosed from using any and all other
relevant or material documents, surveys, reports and other information to assist in the resolution
of that controversy.
14. Notices. Any notice, demand, request, consent, approval.. or communication that
any Party to this Deed Restriction desires or is required to give to the other Parties shall be in
writing and shall be served either personally or sent by first class mail, postage prepaid,
addressed as follows:
To United Park City Mines United Park City Mines Company
Company, Grantor: Attn.: David J. Smith
900 Main Street, Suite 6107
P. O. Box 1450
Park City, UT 94060
To Talisker Land Holdings,
LLC, Grantor:
To Royal Street Land
Company, Grantor:
To Park City Municipal
Corporation, Grantee:
Talisker Land Holdings, LLC
Attn.: David J. Smith
900 Main Street, Suite 6111
P. O. Box 4149
Park City, Utah 84060
Royal Street Land Company
Attn: Robert W. Wells
7620 Royal Street East
P. O. Box 3179
Park City, UT 84060
Office of the Mayor
445 Marsac Avenue
Park City, UT 84060
or to such other address as any Party to this Agreement from time to time shall designate by
written notice to the other Party.
15. Recordation. Grantee shall record this Deed Restriction in a timely fashion in the
Office of the Recorder of Summit County, Utah, and Grantee may re-record it at any time as may
be required to preserve Grantee's rights in the Deed Restriction.
16. General Provisions.
(a) Controlling Law. The Code, Treasury Regulations and laws of the State of
Utah shall govern the interpretation and performance of this Deed Restriction.
9
(b) Liberal Construction. Any general rule of construction to the contrary
notwithstanding, this Deed Restriction shall be liberally construed in favor of preserving
Conservation Values and to effect the purpose of the Deed Restriction and the policy and
purposes of both Utah statute and Section 170(h) of the Code. If any provision in this Deed
Restriction is found to be ambiguous, an interpretation consistent with Conservation Values and
the purpose of the Deed Restriction that would render the provision valid shall be favored over
any such interpretation that would render it invalid.
(c) Severability. If any provision of this Deed Restriction, or the application
thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of
this Deed Restriction, or the application of such provision to persons or circumstances other than
those as to which it is found to be invalid, as the case may be, shall not be affected thereby.
(d) Entire Agreement. This Deed Restriction sets forth the entire agreement of
the Parties hereto with respect to the Deed Restriction and supersedes all prior discussions,
negotiations, understandings, or agreements relating to the Deed Restriction, all of which are
merged herein.
(e) Amendments. Any amendments to this Deed Restriction must be in
visiting and must be executed by all Parties hereto.
(f) No Forfeiture. Nothing contained herein will result in the forfeiture or
reversion of Grantor's title in any respect.
(g) Successors. The covenants, terms, conditions, and restrictions of this
Deed Restriction shall be binding upon, and inure to the benefit of, the Parties hereto and their
respective successors, and assigns and shall continue as a servitude running in perpetuity with
the Property.
(h) Termination of Rights and Obligations. A Party's rights and obligations
under this Deed Restriction (but no part of the Deed Restriction itself) shall terminate upon
transfer of the Party's interest in the Deed Restriction or the Property, as the case may be, except
that responsibility for acts or omissions occurring prior to transfer shall survive transfer.
(i) Captions. The captions in this Deed Restriction have been inserted solely
for convenience of reference and are not a part of this Deed Restriction and shall have no effect
upon the construction or interpretation hereof.
IN WITNESS WHEREOF Grantor and Grantee have caused this Deed Restriction to be
executed by persons duly authorized to execute the same as of the day and year first above
written.
[signatures follow on next pages]
9
GRANTOR:
UNITED PARK CITY MINES COMPANY, a
Delaware corporation
By: :;�- `/ S�=
David J. Smith, Authorized Signing Officer
TALISKER LAND HOLDINGS, LLC, a Delaware
limited liability company
By:
David J. Smith, Authorized Signing Officer
STATE OF UTAH )
SS.
COUNTY OF SUMMIT )
The foregoing instrument was acknowledged before me this /day of March, 2007 by
David J. Smith in his capacity as the Authorized Signing Officer of United Park City Mines
Company, a Delaware corporation.
NOTARY PUBLIC
a'•"•-e, STATE OF UTAH
My Commission Expires -
; October 11, 2007 M)TA3k PU I
LORRIE J. HOGGAN _ //n
4549 NSR32 Residing at: /l //A,%7jl-4
Oakley, Utah 84055 CCC���� """ I +
STATE OF UTAH
Ss.
COUNTY OF SUMMIT
The foregoing instrument was acknowledged before me this _" day of March, 2007 by
David J. Smith in his capacity as the Authorized Sign' a Officer of Talisker Land Holdings,
LLC. a Delaware limited liability company.
NOTARY PUBLIC
,.`•""�'- - STATE OF UTAH
sl ?= My Commission Expires
;t )J October 11, 2007
+� LORRIE J. HOGGAN
��+• 4549 NSR32
Oakley, Utah 84055
10
ROYAL STREET LAND COMPANY, a
Utah corporation
By:
Robert W. Wells, Vice President
�f-,Qrzo.✓A
STATE OF +027i'1't )
4�-14-619 ss.
COUNTY OFF )
The foregoing instrument was acknowledged before me this � day of March, 2007 by
Robert W. Wells in his capacity as Vice President of Royal Street Land Company, a Utah
co oration.
OFt'ICI M. RlfI.
CONSTANCE M. AIC riz6nA
NClsry Public -AstaiaCO of Arizona
MARIGOPA COUNTY
My Commisslon Es01fes Feb. 1. 2000
NOTARY PUBLIC
Residing at: —mmtrr 1pa 0PmA AZ
m
STATE OF UTAH
ss.
COUNTY OF SUMMIT
GRANTEE:
PARK CITY MUNICIPAL CORPORATION,
a Utah city and political subdivision.
The foregoing instrument was acknowledged before me this z1oday of
2007 by GC1 �/ia/�Iw as the
Mal /�) of Park City Municipal Corporation, a Utah city and political
subdivision.
,p „t Notary Public NOTARY PUBLIC,
xE'�a_
1 SARRA KARR BATOR Ii�
' ys` 5728Kin,2 AVW ' Residing at:
a' Perk City, Utah 84098
Mycommisaion Expires '
'eee' June 15,2007
_State of Utah
12
LEGAL DESCRIPTION
PCMR LANDS DEED RESTRICTION
March 2, 2007
A parcel of land located in the southwest quarter of Section 16, Section 17, the east half of
Section 18, Sections 19 and 20, the south half of Section 21, Sections 29 and 30, Township 2
South, Range 4 East, Salt Lake Base and Meridian and the east half of Section 25, Township 2
South, Range 3 East, Salt Lake Base and Meridian, said parcel being more or less described as
follows:
Beginning at point is that North 00030111" West 934.67 feet along section line and West
3404.71 feet from the southeast corner of Section 16, Township 2 South, Range 4 East, Salt
Lake Base and Meridian, said point also being the northernmost corner of King Road Estate,
recorded February 26, 2002 as entry no. 612078, according to the official plat thereof on file
and of record in the office of the recorder, Summit County, Utah; and running thence along
the westerly boundary of said King Road Estate the following sixteen (16) courses: I)South
11°44'40" West 75.86 feet; thence 2) South 08°16'31" East 93.02 feet; thence 3) South
03°34'29" West 97.70 feet; thence 4) South 11'54'04" West 151.80 feet; thence 5) South
03°04'59" West 97.45 feet; thence 6) South 16°59'41" East 157.20 feet; thence 7) South
I1*10'49" East 123.76 feet; thence 8) South 19°07'06" West 182.56 feet; thence 9) South
17°58'26" East 97.99 feet; thence 10) South 08024'14" West 124.71 feet; thence 11) South
14'01'12" West 102.12 feet; thence 12) South 21°15'12" West 223.98 feet; thence 13) South
00°02'02" West 420.00 feet; thence 14) South 09057158" East 290.00 feet; thence 15) South
38°02'02" West 601.95 feet; thence 16) South 21 °27'58" East 195.08 feet to the northerly
boundary of the Silver King Mining Reservation; thence along the northerly boundary of the
Silver King Mining Reservation the following three (3) courses: 1) South 68°24'45" West
1065.03 feet; thence 2) South 61 °30'44" West 93.44 feet; thence 3) South 67°30'00" West
25.28 feet to the westerly line of Section 21; thence along the westerly line of Section 21
South 01 °49' 17" East 266.83 feet; thence along the southerly line of the north half of Section
21 South 89059'59" East 3204.88 feet; thence South 28° 18'45" West 186.56 feet; thence South
29°09'57" West 315.97 feet; thence South 32°04'00" West 296.25 feet; thence South
47°29'30" West 405.07 feet; thence South 50°23'25" West 105.09 feet; thence South
56°00'00" West 94.90 feet; thence South 50°15'25" West 92.50 feet; thence South 40°35'50"
West 110.80 feet; thence South 31'30'07" West 96.20 feet; thence South 27°54'51" West
126.00 feet; thence South 38°27'54" West 138.00 feet; thence South 33°26'55" West 136.00
feet; thence South 32°00'03" West 159.20 feet; thence South 32°14'53" West 101.60 feet;
thence South 35°09'16" West 88.70 feet; thence South 46°47'25" West 123.00 feet; thence
South 56°44'38" West 142.80 feet; thence South 15°21'41" West 116.30 feet; thence South
10°41'54" West 76.70 feet; thence North 71042'35" West 163.49 feet; thence North 72°54'27"
West 85.42 feet; thence South 86'11'16" West 94.42 feet; thence South 77°48'30" West 79.25
feet; thence South 77°19'44" West 85.84 feet; thence South 81°11'10" West 122.88 feet;
thence South 67°45'58" West 149.28 feet; thence South 64°44'13" West 136.79 feet; thence
South 82°14'00" West 672.44 feet; thence South 77°17'18" West 735.40 feet; thence South
87035'00" West 778.00 feet; thence South 23°55'00" West 604.00 feet; thence South
10048136" West 569.75 feet; thence South 20°48'44" West 698.02 feet; thence South
30°09'00" West 354.14 feet; thence South 71°34'40" West 644.26 feet; thence South
49'33'13" West 616.72 feet; thence South 37°33'27" West 779.84 feet; thence South
35°07'44" West 548.54 feet; thence South 44°09'00" West 1236.63 feet; thence South
79°45'30" West 288.30 feet; thence South 83°01'30" West 494.40 feet; thence North
75°15'30" West 705.70 feet; thence North 88°10'30" West 612.40 feet; thence South
79°33'30" West 453.20 feet; thence North 68°16'30" West 378.70 feet; thence North
60°54'30" West 368.90 feet; thence North 29°57'30" West 201.20 feet; thence South
56°08'00" West 402.00 feet; thence South 61°28'00" West 304.10 feet; thence South
50°42'00" West 479.60 feet; thence South 54°28'00" West 792.00 feet; thence South
65°22'00" West 244.50 feet; thence South 78°48'00" West 685.80 feet; thence South
86°10'00" West 265.50 feet; thence South 88°22'00" West 302.90 feet; thence South
79°23'00" West 267.90 feet; thence South 79°50'00" West 261.50 feet; thence North
23°02'08" West 123.79 feet; thence North 17°52'03" West 155.35 feet; thence North
05°10'26" West 233.33 feet; thence North 69°34'42" West 736.28 feet; thence North
52°50'00" West 624.65 feet; thence North 74011'18" West 213.72 feet; thence North
36°49'35" West 701.84 feet; thence along the southerly line of the Matilda Lode, Mineral
Survey No. 4959 North 80° 12'00" East 936.47 feet; thence along the easterly line of the
Matilda Lode, Mineral Survey No. 4959 North 21036'00" West 612.00 feet; thence along the
northerly line of the Fairbanks Fraction Lode, Mineral Survey No. 5364 North 75°31'00" East
388.60 feet; thence along the westerly line of the Indiana Lode, Mineral Survey No. 4760
North 35°42'00" West 308.10 feet; thence along the northerly Tine of the Indiana Lode,
Mineral Survey No. 4760 North 63032'00" East 372.80 feet; thence along the southerly line of
the Malchite Lode, Lot 281 South 83015'00" West 788.31 feet; thence along the Summit -Salt
Lake County line North 21°28'07" East 381.77 feet; thence along the southerly line of the
Augusta Lode, Lot 122 North 47011'00" East 145.31 feet; thence along the northerly line of
the R.K.D. Lode, Lot 287 North 83' 15'00" East 489.90 feet; thence along the easterly line of
the R.K.D. Lode, Lot 287 South 24°08'00" East 21.90 feet; thence along the northerly line of
the Roscamp Lode, Lot 286 North 64°44'00" East 250.80 feet; thence North 129.30 feet;
thence North 63°07'00" East 231.20 feet; thence North 56°30'00" East 794.20 feet; thence
along the west line of Section 30 North 00°36'00" East 3.70 feet; thence North 45°41'00" East
214.75 feet; thence along the northerly line of the Hope Lode, Lot 299 North 36°45'00" East
147.10 feet; thence along the easterly line of the Pique No. 3 Lode, Mineral Survey No. 4742
North 44°41'00" West 26.10 feet; thence North 04°55'00" West 575.00 feet; thence along the
southerly line of the Norma Lode, Mineral Survey No. 4177 South 76°24'00" West 177.28
feet; thence North 01°35'00" East 137.93 feet; thence East along the southerly line of Section
19 1321.46 feet; thence South 00°00'07" West 727.38 feet; thence South 39°30'00" East
659.89 feet; thence North 50°00'00" East 1050.51 feet; thence North 45°56'25" East 493.99
feet; thence North 13'09'11" East 3773.82 feet; thence North 09°05'46" East 4380.03 feet;
thence North 11'27'54" West 1099.08 feet; thence along the northerly line of the Seldom Seen
No. 4, Mineral Survey No. 5591 North 56°24'00" East 1500.00 feet; thence along the
northerly line of the Seldom Seen No. 3, Mineral Survey 5591 North 29°33'00" East 977.60
feet; thence along the northerly line of the Seldom Seen No. 2, Mineral Survey No. 5591
North 24°18'00" East 609.56 feet; thence along the southerly line of Section 8 South
8903742" East 2375.13 feet; thence along the southerly line of Section 8 North 89°53'52"
East 363.00 feet; thence (along the boundary of property owned by Park Properties) the
following three (3) courses: 1) South 40°33'27" East 1007.17 feet; thence 2) South 130.35
feet; thence 3) East 119.98 feet to the southwesterly boundary of the parcel described in that
Special Warranty Deed recorded October 30, 1975 as entry no. 129128 in the office of the
recorder, Summit County, Utah; thence along said parcel South 40°33'27" East 643.53 feet to
the southwesterly line of Parcel No. 7, described in the document recorded on March 18, 1971
as entry no. 112831 in the office of the recorder, Summit County, Utah; thence along the
boundary of said Parcel No. 7 the following two (2) courses: 1) South 40°33'27" East 1600.00
feet; thence 2) South 46°37'01 " East 2570.22 feet (deed South 46°54'22" East) to the point of
beginning.
Description contains 2,931 acres, more or less.
X:\Empire\Docs\Talisker\Desc\259-pcmr deed restriadoc
Ij
r
!E
tt
!!
E
!
1
f
N
i m
tzJ
vAl
y
may-,
g
Z
J
EXHIBIT D - 2
CONSERVATION EASEMENT
WHEN RECORDED MAIL TO COPY
Summit Land Conservancy
Attn: Cheryl Fox, Executive Director
1650 Park Avenue
P. O. Box 1775
Park City, UT 54060
CONSERVATION EASEMENT
THIS GRANT OF CONSERVATION EASEMENT ("Easement') is made effective as of
the 2nd day of March, 2007, by UNITED PARK CITY MINES COMPANY, a Delaware
corporation ("UPCMC") and its subsidiary, TALISKER LAND HOLDINGS, LLC ("TLH"),
which contribute, grant and convey the rights described hereafter to SUMMIT LAND
CONSERVANCY, a Utah non-profit corporation ("Summit'). UPCMC and TLH are
collectively referred to herein as "Grantor" and Summit is referred to herein as "Grantee".
Grantor and Grantee are sometimes collectively referred to herein as the "Parties".
WITNESSETH:
'WHEREAS, Grantor owns certain real property located in Summit County, Utah (the
"Property") more particularly described on Exhibit A attached hereto and made a part hereof; and
WHEREAS, the Property possesses natural, scenic, open space, and public recreation
values as described in Section 170(h)(4)(A) of the Internal Revenue Code of 1986 (the "Code")
(collectively referred to herein as "Conservation Values"); and
WHEREAS, the specific Conservation Values of the Property are documented in
materials sometimes referred to as the `Baseline Documentation," which consists of narratives,
maps, photographs and other documentation intended to provide the Parties with an accurate
representation of the Property at the time of the granting of the Easement as defined below; and
WHEREAS, located on the Property is a certain historic mining structure and related
improvements identified in the Baseline Documentation (collectively, the "Historic Mining
hnprovements"); and
WHEREAS, the Property is appropriate for substantial and regular year-round
recreational and other uses as hereinafter described as the Reserved Use Rights,; and
WHEREAS, Grantor intends that the Conservation Values of the Property be preserved
and maintained by the continuation of land use patterns, including, without limitation, those
existing at the time of the recording of this Easement, subject to the Reserved Use Rights; and
WHEREAS, Grantor further intends, as owner of the Property, to preserve and protect the
conservation values of the Property in perpetuity, subject to the Reserved Use Rights; and
1
'WHEREAS, GRANTEE is a qualified organization described in Code Section
170(b)(l)(A)(vi), (c)(2) and (h)(3)(A); and
WHEREAS, Grantee agrees by accepting this grant that the Easement contained herein
significantly furthers conservation values including a clearly delineated local governmental
policy of Park City Municipal Corporation, and that Grantee will honor the intentions of Grantor
stated herein to preserve and protect in perpetuity the Conservation Values of the Property for
the benefit of this generation and the generations to come;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants,
terns, conditions, and restrictions contained herein, and pursuant to the laws of the State of Utah
and in particular U.C.A. Title 57, Chapter 18, Grantor hereby contributes, grants and conveys to
Grantee a Conservation Easement in perpetuity over the Property of the nature and character and
to the extent set forth herein (the `Basement").
1. purpose. It is the primary purpose of the Easement to prevent residential
development on the Property and, subject to the Reserved Use Rights described in Section 3 of
this Easement, to assure that the Property will be retained forever in its open, generally
undeveloped condition as provided herein and to prevent any use of the Property that will
significantly impair or interfere with the Conservation Values of the Property. Grantor intends
that the Easement will confine the use of the Property to those activities, including without
limitation the Reserved Use Rights, that are consistent with the terns of this Easement.
2. Rights of Grantee. To accomplish the purpose of this Easement, the following
rights are conveyed to Grantee by this Easement, subject at all times to the Reserved Use Rights:
(a) The right to preserve and protect the Conservation Values of the Property;
(b) The right to enter upon the Property at reasonable times in order to
monitor Grantor's compliance with and otherwise enforce the terms of this Easement; provided
that such entry shall not unreasonably interfere with Grantor's use and quiet enjoyment of the
Property;
(c) The right to prevent any activity on or use of the Property that is
inconsistent with the terms of this Easement and to enforce the restoration of such areas or
features of the Property that may he damaged by inconsistent activity or use, pursuant to Section
7 hereof, and
(d) The right to enforce this Easement by appropriate legal proceedings, after
providing Grantor with reasonable notice and opportunity to cure, as provided in section 7
herein.
3. Reserved Use Rights. The following uses and practices (collectively referred to
herein as the "Reserved Use Rights") are consistent with the purpose of the Easement, shall not
be precluded or prevented by this Easement to the extent they are not inconsistent with
Conservation Values:
P
(a) Substantial and regular recreational uses consisting of winter and summer
recreational uses to include (i) bike, skiing, snowshoe and hiking trails, (ii) avalanche
hazard reduction, (iii) forestry management, and (iv) other passive recreational activities
(e.g.. ornithology and botany);;
(b) the establislurient and maintenance of culinary water lines, pump stations
and storage tanks, snowmaking water lines, pump stations, storage tanks and storage
ponds, all of which are to be implemented in a manner not inconsistent with Conservation
Values but which shall not involve the construction of any new buildings;
(c) The protection, maintenance, repair, renovation, restoration and use of the
Historic Mining Improvements by Grantor subject to the approval of Park City Municipal
Corporation, in cooperation with the Utah Historic Preservation Society, and in a manner
not inconsistent with the Conservation Values;
(d) The construction, installation, use, maintenance, repair, replacement and
relocation of utilities including water wells, water lines, sanitary sewer lines, stonn sewer
lines [and the right to discharge their flows], natural gas lines, electric power lines, cable
television lines, telephone lines, and other utility lines, together with the right to
temporarily stockpile materials and equipment as expressly approved in writing by the
Grantee, so long as such uses are necessary for the Reserved Use Rights, are located in
disturbed areas such as ski runs or existing utility corridors (unless otherwise approved
by the Grantee) and are not inconsistent with Conservation Values;
(e) The use, maintenance and repair of existing roads (no new roads may be
constructed) provided all applicable land use approvals are obtained from Park City
Municipal Corporation (nothing herein shall be deemed as such approval) and such are
done in a manner not inconsistent with Conservation Values;
(f) All activities on the Property that are necessary to perform investigation,
remediation, closure and/or reclamation work consistent with or required by law with
respect to any portion of the Property that has been used previously for mining activities
or mining operations;
(g) The right to access all subsurface oil, gas or other minerals by subsurface
techniques to the maximum extent permitted by a "Qualified Mineral Interest" within the
meaning of Section 170(b)(6) of the Code provided that such rights are exercised only
without use of any surface mining method and only in a manner which is not inconsistent
with the Conservation Values.
(h) Passive uses otherwise allowed by the Park City Land Management Code
in the ROS District intended to preserve and protect the Conservation Values.
4. Prohibited Uses and Practices. Any activity on or use of the Property inconsistent
with the purpose of the Easement is prohibited. Without limiting the generality of the foregoing,
the following activities and uses are expressly prohibited:
3
(a) Any residential development or use including hotels condominiums and
overnight lodging, and any surface mining, use of surface mining methods or mining by
any method inconsistent with Conservation Values; and
(b) Hunting or trapping for any purpose other than predatory or problem
animal control.
5. L-xistima Encumbrances. The Property is subject to all existing easements and
other encumbrances of record.
6. Reserved Rights. Grantor reserves to Grantor and to Grantor's successors and
assigns as the owner of the Property all rights accruing from the ownership of the Property,
including the right to engage in or permit or invite others to engage in all uses of the Property
that are consistent with the purpose of the Easement and that are not expressly prohibited
herein, including without limitation the right to engage in or permit others to engage in
Reserved Use Rights.
6.1 Minor Boundary Adjustments. Grantor reserves the right to make
reasonable and minor boundary line adjustments in the legal description of the Property,
provided that any such adjustments are consistent with the Reserved Use Rights and provided
that the total area of the Property that is subject to the Easement shall not be reduced as the result
of any such boundary line adjustments. The Grantee shall execute, acknowledge and record in
the Office of the Recorder of Summit County, Utah any amendments to this Easement proposed
by Grantor for such purpose so long as such adjustments are not inconsistent with Conservation
Values.
6.2 Notice of Reserved Use Rights and New Uses and Other Purposes.
Grantor agrees to notify Grantee in writing at least 30 days in advance of any change in use or
exercise of any Reserved Use Right or other activity undertaken by Grantor which may have an
adverse impact on any Conservation Value. The purpose of requiring Grantor to notify Grantee
prior to undertaking certain permitted activities, such as those provided in Paragraph 3 above, is
to afford Grantee an adequate opportunity to monitor the activities in question to ensure that they
are designed and carried out in a manner consistent with the terns and Purpose of this Easement
Agreement. Therefore the notice shall describe the activity in sufficient detail to permit Grantee
to make an informed judgment as to the consistency of the intended action with the requirements
and Purpose of this Easement Agreement. Grantor further agrees to give written notice to
Grantee of the transfer of any interest in the Property, including but not limited to any sale, gift,
or long -tern lease, at least thirty (30) days prior to the date of such transfer.
7. Grantee's Remedies. If Grantee determines that Grantor is in violation of the
terms of this Easement or that a violation is threatened, Grantee shall give written notice to both
Grantor and Current Lessee of such violation and demand corrective action sufficient to cure the
violation and, where the violation involves injury to the Property resulting from any use or
activity inconsistent with the terns of this Easement, to restore the portion of the Property so
injured. If Grantor fails to cure the violation within thirty (30) days after receipt of notice thereof
from Grantee, or under circumstances where the violation cannot reasonably be cured within a
thirty (30) day period, fails to begin curing such violation within the thirty (30) day period, or
fails to continue diligently to cure such violation until finally cured, Grantee may bring an action
at law or in equity in a court of competent jurisdiction to enforce the tens of this Easement, to
enjoin the violation, ex parte as necessary, by temporary or permanent injunction, to recover any
damages to which it may be entitled for violation of the terns of this Easement or injury to any
Conservation Values protected by the Easement, including damages for the loss of scenic,
aesthetic, or environmental values, and to require the restoration of the Property to the condition
that existed prior to any such injury. Without limiting Grantor's liability therefor, Grantee, in its
sole discretion, may apply any darnages recovered to the cost of undertaking any corrective
action on the Property. If Grantee, in its sole discretion, determines that circumstances require
immediate action to prevent or mitigate significant damage to the Conservation Values of the
Property, Grantee may pursue its remedies under this Section without prior notice to Grantor or
without waiting for the period provided for cure to expire. Grantee's rights under this Section
apply equally in the event of either actual or threatened violations of the terns of this Easement,
and Grantor agrees that Grantee's remedies at law for any violation of the terns of this Easement
are inadequate and that Grantee shall be entitled to the injunctive relief described in this Section,
both prohibitive and mandatory, in addition to such other relief to which Grantee may be
entitled, including specific performance of the tens of this Easement, without the necessity of
Proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee's
remedies described in this Section shall be cumulative and shall be in addition to all remedies
now or hereafter existing at law or in equity. Current Lessee shall, with at least simultaneous
notice to Grantor, have the right, but not the duty, to undertake any above described cures on
behalf of Grantor if Grantor has not commenced such cure at least five days before the end of
the cure period described herein.
7.1 Costs of Enforcement. Any costs incurred by Grantee in enforcing the
terns of this Easement against Grantor, including, without limitation, costs of suit and attorneys'
fees, the reasonable fees and expenses of any expert engaged by Grantee, and any costs of
restoration necessitated by Grantor's violation of the terms of this Easement shall be borne by
Grantor. If Grantor prevails in any action to enforce the terns of this Easement, Grantor's costs
of suit, including, without limitation, attorneys' fees, shall be home by Grantee.
7.2 Grantee's Enforcement. Failure by Grantee to immediately enforce this
Easement in the event of any breach of any tern of this Easement by Grantor shall not be
deemed or construed to be a waiver by Grantee of such tern or of any subsequent breach of the
same or any other tern of this Easement.
7.3 Waiver of Certain Defenses. Grantor hereby waives any defense of
lathes, estoppel, or prescription.
7.4 Acts Beyond Grantor's Control. Nothing contained in this Easement shall
be construed to entitle Grantee to bring any action against Grantor for any injury to or change in
the Property resulting from causes beyond Grantor's control, including, without limitation, fire,
flood, storm, and earth movement, or from any prudent action taken by Grantor under emergency
conditions to prevent, abate, or mitigate significant injury to the Property resulting from such
causes.
E
8. Access. No specific right of access by the general public to any specific portion
of the Property is conveyed by this Easement, but the overall operation of the Property shall be
such as to provide the Public substantial and regular access for recreational and scenic uses
However, Grantor agrees with Grantee to refrain from taking any action to post against, prohibit,
charge a fee, or otherwise discourage access and use of established trails as shown on Exhibit B
by the general public for traditional, daytime, non- intensive outdoor recreation such as back
county skiing, hiking, mountain biking, trail running, and other activities that are permitted in
Park Citv's ROS zones; except that Grantor and Grantee may mutually agree in writing to
temporarily restrict public access on the public trails, but only to the extent and for the duration
necessary to assure safety, to permit necessary maintenance, or to preserve important scenic,
ecological, or other Conservation Values of the Property. Notwithstanding any public use of the
Property and any insurance coverage therefore, neither the Grantor nor the Grantee assumes any
obligation to maintain the Property for public recreational use, and Grantor and Grantee claim all
the rights and immunities against liabilities for injury to the public to the fullest extent of the law
under Utah Code Annotated §57-14-3 and §57-14-4 and or any tort claims act for goverment,
and/or charitable immunity statutes for nonprofits.
9. Costs and Liabilities. Grantor retains sole and exclusive responsibility and shall
hear all costs, expenses, fees, and liabilities of any kind related to the ownership, operation,
upkeep, and maintenance of the Property, including the maintenance of comprehensive general
liability insurance coverage with a limit of at least $2,000,000. Grantor shall keep the Property
free of any liens arising out of any work performed for, materials furnished to, or obligations
incurred by Grantor.
91 Taxes. Grantor shall pay before delinquency all taxes, assessments, fees,
and charges of whatever description levied on or assessed against the Property by competent
authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, the
Easement, and shall furnish Grantee with satisfactory evidence of payment upon request.
9.2 Hold Harmless. Grantor shall hold harmless, indemmnify, and defend
Grantee and its members, directors, officers, employees, agents, and contractors (collectively
"hndemnifed Parties") from and against all liabilities, penalties, costs, losses, damages,
expenses, causes of action, claims, demands or judgments, including, without limitation,
reasonable attorneys' fees arising from or in any connection with: (a) injury to or the death of
any person, or physical damage to any property, resulting from any act, omission, condition, or
other matter related to or occurring on or about the Property, regardless of cause, unless due
solely to the negligence of any of the Indemnified Parties; (b) the obligations specified in
Sections 9 and 9.1; and (c) the existence or administration of this Easement.
9.3 Insurance. The Grantor covenants and warrants that it will maintain
Public Liability Insurance, with sound and reputable insurers licensed to transact business in the
State of Utah, in the amount of at least $2,000,000.00 insuring against the risks posed by the
construction, maintenance, operation, repair, inspection and public trail use of the easement area.
The Grantor shall name the Grantee as an additional insured on the liability insurance policy.
Upon request, Grantor shall provide Grantee with a certificate of insurance confirming the
foregoing coverage.
6
9.4 Hazardous Materials. Grantor also agrees to defend and indemnify
Grantee against obligations arising from past, present or future dumping of hazardous materials
on the Property, and any obligations associated with their cleanup or containment.
10. Property Interest: Condemnation or Extinguishment. The Easement constitutes a
real property interest immediately vested in Grantee, which the Parties agree can not be
extinguished except by a judicial action as permitted under Treas. Reg. 1.170A-14(g)(6)(i), and
which, for the proposes of this Easement, the Parties stipulate to have a fair market value
determined in accordance with the requirements of the Code and Treas. Reg. 1.170A-
14(g)(6)(ii), as applicable to conservation contributions. Grantor will obtain independent tax
counsel and be solely responsible for compliance requirements of the Code with respect to the
establishment of the fair market value of the Property upon recordation of this Easement; it being
understood that Grantee shall have no responsibility relative to the establishment of values for
the Property. The values as of the date of this Easement shall be those values used to calculate
the deduction, if any, for federal income tax purposes allowable by reason of this Easement,
pursuant to Section 170(h) of the Code. If the Easement is taken, in whole or in part, by
exercise of the power of eminent domain or by an extinguishment by judicial proceeding
permitted under Treas. Reg. 1.170A-14(g)(6)(i), Grantee shall be entitled to compensation in
accordance with applicable law (but in no event less than the amount required to be received
under Treas. Reg. 1.170A-14(g)(6)(ii)) and such proceeds shall be used in solely in accordance
with Treas. Reg. 1. 1 70A-1 4(c)(2).
11. Assi�imnent. The Easement is not transferable by Grantee except to a non-
govenunental eligible donee within the meaning of Treas. Reg. 1.170A-14(c)(1) in a properly
documented transfer complying with all requirements of law including, without limit, Treas.
Reg. 1.170A-14(c)(2).
12. Estoppel Certificates. Upon request by Grantor, Grantee shall within thirty (30)
days execute and deliver to Grantor any document, including an estoppel certificate, which
certifies Grantor's compliance with any obligation of Grantor contained in this Easement and
otherwise evidences the status of this Easement as may be requested by Grantor.
13. Baseline Documentation. The Parties acknowledge that an inventory of Baseline
Documentation relating to the Property has been completed based upon information available to
Grantor on the date hereof and which has been provided by Grantor to Grantee. Copies of this
inventory of Baseline Documentation are on file in Grantee's offices and in Grantor's offices.
The Parties acknowledge that this collection of Baseline Documentation contains an accurate
representation of the condition of the Property subject to the Easement and the natural resources
associated with the Property as of the date of the execution of this Easement in accordance with
Treasury Regulation § 1.170A-14(g)(5)(i). Notwithstanding the foregoing, in the event of a
controversy arising with respect to the nature of the biological and/or physical condition of the
Property, the Parties shall not be foreclosed from using any and all other relevant or material
documents, surveys, reports and other information to assist in the resolution of that controversy.
14. Notices. Any notice, demand, request, consent, approval, or conrinunication that
any Party to this Easement desires or is required to give to the other Parties shall be in writing
7
and shall be served either personally or sent by first class mail, postage prepaid, or by other
courier providing reliable proof of delivery, and addressed as follows:
To United Park City Mines
Company, Grantor:
To Talisker Land Holdings,
LLC, Grantor:
To Summit Land
Conservancy, Grantee:
United Park City Mines Company
Attn.: David J. Smith
900 Main Sheet, Suite 6107
P. O. Box 1450
Park City, Utah 84060
Talisker Land Holdings, LLC
Atm.: David J. Smith
900 Main Sheet, Suite 6111
P. O. Box 4349
Park City, Utah 84060
Summit Land Conservancy
Attn: Cheryl Fox, Executive Director
1650 Park Avenue
PO Box 1775
Park City, UT 84060
or to such other address as any Party to this Agreement from time to time shall designate by
written notice to the other Party.
15. Recordation. Grantee shall record this Easement in a timely fashion in the Office
of the Recorder of Summit County, Utah, and Grantee may re-record it at any time as may he
required to preserve Grantee's rights in the Easement.
16. General Provisions.
(a) Controlling Law. The Code, Treasury Regulations and laws of the State of
Utah shall govern the interpretation and performance of this Easement.
(b) Liberal Construction. Any general rule of construction to the contrary
notwithstanding, this Easement shall he liberally construed in favor of preserving Conservation
Values and to effect the purpose of the Easement and the policy and purposes of both Utah
statute and Section 170(h) of the Code. If any provision in this Easement is found to be
ambiguous, an interpretation consistent with Conservation Values and the purpose of the
Easement that would render the provision valid shall be favored over any such interpretation that
would render it invalid.
(c) Severability. If any provision of this Easement, or the application thereof
to any person or circumstance, is found to be invalid, the remainder of the provisions of this
Easement, or the application of such provision to persons or circumstances other than those as to
which it is found to be invalid, as the case may be, shall not be affected thereby.
(d) Entire Agreement. This Easement sets forth the entire agreement of the
Parties hereto with respect to the Easement and supersedes all prior discussions, negotiations,
understandings, or agreements relating to the Easement, all of which are merged herein.
(e) Amendments. The Parties may by mutual written agreement jointly
amend this Easement, provided that no amendment shall be made that would not be in
compliance with the then existing Code or the Treasury Regulations (including the interpretation
or application thereof by any court) or that would adversely affect the qualification of this
Easement or the status of Grantee under any applicable laws, including Sections 170(h) and
501(c)(3) of the Code, the Treasury Regulations, and the laws of the State of Utah, as then
existing. Any such amendment shall he consistent with the purpose of this Easement, shall not
affect its duration, shall not permit any of the prohibited uses and practices described herein
including residential, hotel and lodging uses and development, and shall not permit any
impairment of the Conservation Values of the Property. Any such amendment shall be filed in
the Summit County Recorder's office. Nothing in this paragraph shall require Grantor or
Grantee to agree to any amendment or to consult or negotiate regarding any amendment.
(f) No Forfeiture. Nothing contained herein will result in the forfeiture or
reversion of Grantor's title in any respect.
(g) Successors. The covenants, terns, conditions, and restrictions of this
Easement shall be binding upon, and inure to the benefit of, the Parties hereto and their
respective successors, and assigns and shall continue as a servitude running in perpetuity with
the Property.
(h) Termination of Rights and Obligations. A Party's rights and obligations
under this Easement (but no part of the Easement itself) shall terminate upon transfer of the
Party's interest in the Easement or the Property, as the case may be, except that responsibility for
acts or omissions occurring prior to transfer shall survive transfer.
0) Captions. The captions in this Easement have been inserted solely for
convenience of reference and are not a part of this Easement and shall have no effect upon the
construction or interpretation hereof.
IN WITNESS WHEREOF Grantor and Grantee have caused this Easement to be
executed by persons duly authorized to execute the same effective as of the day and year first
above written.
GRANTOR:
UNITED PARK CITY MINES COMPANY, a
Delaware corporation
Rv. e�- ZSL�
David J. Smith, Authorized Signing Officer
9
STATE OF UTAH
ss.
COUNTY OF SUMMIT
TALISKER LAND HOLDINGS, LLC, a Delaware
limited liability company
By:
David J. Smith, Authorized Signing Officer
GRANTEE:
SUMMIT LAND CONSERVANCY,
a Utah non-profit corporation.
By: •-�-
Richard Sheinberg, President
The foregoing instrument was acknowledged before me this day of March, 2007 by
David J. Smith in his capacity as the Authorized Signing Officer of United Park City Mines
Company, a Delaware corporation.
My Commission Expires:
U
wo
UBLIC:,.,:--�t., UTAH..on Explree`� •� 8, 200T,:\�sOOOAN~-���•'h 84055
10
STATE OF UTAH
ss.
COUNTY OF SUMMIT )
�A
The foregoing instrument was acknowledged before me this � day of March, 2007 by
David J. Smith in his capacity as the Authorized Signing Officer of Talisker Land Holdings,
LLC, a Delaware limited liability company.
My Commission Expires: ,o. N,
My
L
STATE OF UTAH
ss.
YI
at:
COUNTY OF SUMMIT )
The foregoing instrument was acknowledged before me this`day of March, 2007 by
Richard Sheinberg, as the President of Summit Lands Conservancy, a Utah non-profit
comor
o ...,,�� NOTARY PUBLIC
STATE OF UTAH
My Commission Expires
October 11, 2007
.. �; LORRIE J. HOGGAN
4549 NSR32
Oakley, Utah 54055
My Commission Expires:
10 -11- 0 7
EXHIBIT A
TO
CONSERVATION EASEMENT
[Insert Legal Description of the Property]
( A-)
A-1
LEGAL DESCRIPTION
SILVER KING AREA CONSERVATION EASEMENT
March 2, 2007
A parcel of land located in the east half of Section 20 and the south half of Section 21,
Township 2 South, Range 4 East, Salt Lake Base and Meridian, said parcel being more
or less described as follows:
Beginning at a point on the north line of the south half of Section 21, Township 2
South, Range 4 East, Salt Lake Base and Meridian, said point also being the
northwestern corner of the Flagstaff Mountain Resort Annexation Plat, recorded July
28, 1999 as entry no. 545098 in the office of the recorder, Summit County,Utah; and
running thence along the northwestern boundary of said Flagstaff Mountain Resort
Annexation Plat the following twenty-seven (27) courses: 1) South 28°18'45" West
186.56 feet; thence 2) South 29°09'57" West 315.97 feet; thence 3) South 32°04'00"
West 296.25 feet; thence 4) South 47°29'30" West 405.07 feet; thence 5) South
50°23'25" West 105.09 feet; thence 6) South 56°00'00" West 94.90 feet; thence 7)
South 50°15'25" West 92.50 feet; thence 8) South 40°35'50" West 110.80 fe-f- " -cc
9) South 31°30'07" West 96.20 feet; thence 10) South 27°1�^' L'
thence 11) South 38°27'54" West 138.00 feet; thence . aQ N t' .00
feet; thence 13) South 32°00'03" West 159.20 feet; the a\I `L
101.60 feet; thence 15) South 35°09'16" West 88.70 fey
West 123.00 feet; thence 17) South 56°44'38" West 14'.
15°21'41" West 116.30 feet; thence 19) South 10°41'54
North 71°42'35" West 163.49 feet; thence 21) North 72`
22) South 86'11'l6" West 94.42 feet; thence 23) South 1 teet;
thence 24) South 77°19'44" West 85.84 feet; thence 25) South 81'11'10" West 122.88
feet; thence 26) South 67°45'58" West 149.28 feet; thence 27) South 64°44'12" West
50.80 feet; thence North 85°19'11" West 26.72 feet; thence North 38°07'58" West
492.94 feet; thence North 10°07'30" West 212.80 feet; thence South 71°23'17" West
141.94 feet; thence North 08°33'57" East 80.65 feet; thence North 710141091, West
1185.64 feet; thence North 27°00'44" East 149.76 feet; thence North 13°42'15" West
216.34 feet; thence North 50°17'45" East 117.77 feet; thence North 40°17'45" East
142.11 feet; thence North 58048'26" East 193.35 feet; thence North 19044'22" East
106.66 feet; thence North 23°13'01" West 168.03 feet; thence North 73032'40" West
146.17 feet; thence North 03°13'23" West 78.48 feet; thence North 45049'43" East
766.88 feet; thence North 69044101" East 184.61 feet to the west line of Section 21,
Township 2 South, Range 4 East, Salt Lake Base and Meridian; thence along the west
line of said Section 21 South 01 °49'17" East 266.56 feet; thence along the north line of
the south half of said Section 21 South 89°59'59" East 3204.88 feet to the point of
beginning.
Description contains 143.40 acres, more or less.
X:\Empire\Docs\Talisker\Desc\258-slvr cons esmt.doc