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Home My WebLink AboutWEST DAY SUBDIVISION LOT 3 GORE CREEK PLACE PROJECT CLOSEOUT PLANfsccut Clotre- Crec[ I P\a,c.<- Proyut Ctas* Cbsc.out phn Gore Creek Place Proiect Closeout Plan June 9,2fl)6 Goal The goal of the Gore Creek Place team is to ensure a smoolh transition lrom construction into occupancy over a five month timeframe while providing for the public safety and minimizing the impact of ongoing construction activities on the purchasers and public. Contacts and Key Personnel RA Nelson dilfl;ruti,t'"1i*ur*m*iffit&lFflffi s:lHffiffilfl"1:ffffi't'Jl1t Town of Vail 0FF[ffir,00PYd.fiq;""si!,;nH*m;n"ilftffitffi:lnlltrg;,"ffi9 ?Rl$(-o.t*rrd*.n.t*ipffi <r ^ -\=I:-DAIE ;$rr56'6a '6 Qttnqcrr6A;;i t*\'ffiiw Project Manager General Superintendent Superintendenl Superintendent Town of Vall Fire Marshal Fire Captain On Duty Building Olficial Building Inspector Electrical Inspector Utilltles Comcast Qwest ERW&S Excel Energy - Gas Holy Cross Eleclric Mike Cuthbenson Mike Graham Spencer Johnson Dennis Ward Mike McGee Charlie Davis Greg Denkla Stan Hahn Brad Dorcus Scott Carrington Fred Haslee Jim O'Neal Jetf Vroom and otherdata. Thcpancy or use of aon6r ordinanc€s of 970-471-2044 970-471-0O71 970-47',|-4822 970-471-6049 970-479-2135 970-904-0575 970-479-2142 970-479-2321 970479-2147 970-471-2198 970-479-214€ 970-376-2391 970-846-7939 970-468-6860 970476-74€]0 970-262-4003 970-947-5245 t<E.l33 ?uHy Sec.tion coneaion of enors libuilding orficiiiG struauie where in this jurisdiction. PTANS Public Work Leonard SandovalPlanning Warren Campbell Special Events Coordinator Sybill Navas lil tl]lII FF n n':le|]\YLE 15 2006 9F VA|L f- /a JUN OWN tn /nllult( tnl UIJ T W2 Project OverviedOccupancy Schedule The Gore Creek Place project is a multi-lamily residential project consisting of 8 duplex residential buildings connected by an underground tunnel. Phased occupancy will take place from July through November, 2006. The following schedule outlines planned occupancy dates. Building Unit TCO Closing/ Move In 1 16 28-Jun-0615 28-Jun-06 6-Jul-06 7-Jul-06 2 14 13 10-Jul-06 10-Jul-06 28-Jul-06 13-Jul-06 3 12 6-Jul-0611 6-Jul-06 18-Jul-06 20-JuF06 4 10 I 14-Jul-06 14-JuF06 25-Jul-06 27-Jul-06 5 8 20-Aug-06 7 20-Auo-06 6-Sep-06 13-Sep-06 6 6 5 3-Sep-06 3-Sep-06 20-Sep-06 27-Sep-06 7 4 3 17-Sep-06 17-Sep-06 4-Oct-06 11-Oct-06 8 2 1 11-Oct-06 11-Oct-06 26-Oct-06 2-Nov-06 Tunnel TCO fnterior 6/23|2OOG Exterior East 7/2012006 Exterior West 10n 0/2006 71612006 This plan has been prepared to facilitate the phased occupancy taking into consideration; 1 . Life safety ol the public and construction crews. 2. Town of Vail and Vail Fire and Emergency Services phased occupancy requirements. 3. Minimizing the ongoing construction activities on the GCP buyers and the public. 4. A certain degree of common sense. To this end, RA Nelson has met with town otficials including;1. Vail planning staff. 2. Vail building department staff.3. Vail public works statf.4. VFES statf.5. VRDC. The purpose of these meetings was to identify all applicable requiremenls and develop a plan to address them. This plan and the suppofiing documents outlines the program developed based on the input ot all parties. Public Safety 1. Public safety is the primary concern of any phased occupancy plan. The following crileria apply to the occupancy of Gore Creek Place. a. To occupy lhe first building the tunnel must also have been issued a TCO' To obtain a TCO for the tunnel the following work must be complete:i. The fire alarm, fire sprinkler, and standpipe systems must be lully operational, tested and approved. Required documentation (as-builts, backllow certs, above ground materials test, and NFPA 72 certs) must be provided prior to final inspections, ii. The public areas ol the tunnel interior must be complete and approved by TOV. The interiors ol residential garages may be inspected and approved with the individual residential units. iii. Measures must be in place to protect the public from lalling objects due lo work above a public way. The tunnel entry area will be completed prior to occupancy to minimize and protection required. iv. Two means ol egress lo a public way must be provided prior to occupancy. v. All lighting, signage and ventilation systems must be complete, operational, and approved by TOV. vi. Residential buildings life safety systems to be fully operational, tested and approved prior to occupancy. vii. The buildings are to be substantially complete and ready for occupancy prior to TCO. viii. Coordinate all major materials deliveries with TOV special events. ix. Install temporary fencing to separate occupied areas from those under construction.x. Notify the VFES Captain on duty of any events etlecting life safety systems or emergency vehicle access 970-904-0575. Planning 1. Planning requires the buildings to be substantially complete in accordance with the approved plans prior to TCO. Landscaping must be substantially complete on each building prior to planning approval. lf minor items are outstanding on early buildings, approval will probably not be held up (at the discretion of TOV). Incomplete work on lhe last buildings will require security (bonds or letters of credit) 2. The connecting walkway running northisouth between buildings 4 and 5 can be installed prior to building 5 occupancy due to access requirements for construction equipment. 3. The tunnel exterior, hardscapes and landscaping will be phased with the individual unit occupancies. Generally speaking, the emergency vehicle path and all associated hardscapes will be complete lrom the east end of the project to between buildings 4 and 5 prior to the occupancy of the first building. Landscaping will be completed with each individual building and will be substantially complete prior to planning approval. Public Works 1. Public works requires all sitework, in accordance with the phased occupancy plan to be substantially complete prior to occupancy of each building/phase. 2. Fencing will be set up along the bikepath and emergency vehicle access. Also, between these 2 fences running north to south, afence will be set between occupied and non- occupied buildings. 3. For Phase loccupancy, the connecting walkway belween buildings 4 and 5 does not have to be complete to the bikepath to allow for construction vehicular access. This path will be installed prior to building 5 occupancy. 4. A video of all24' storm sewers musl be submitted and approved. 5. Snow melted areas must stop a minimum of 18" short of unheated pavement. 6. Sidewalks on west end may be phased. a. The sidewalk/driveway must be installed prior to Building 1 occupancy. b. Building 4 occupancy requires the sidewalk from the driveway north to the frontage road to be installed c. The sidewalk from the driveway south to the bike path must be installed prior to building 9 occupancy. 7. The snowmelt on the west sidewalks will be deleted. 8. Snow melt must stop a minimum of 18" from intersecting asphalt. 9. Snowmelt in the R.O.W. must be isolated from olher zones. lsolation valves on the manilold are acceptable. 10. Complete the east retaining wall, bury utilities, and resel the comcasl box. Also need to finish the utility work on the Antlers property. 11. The flagstone path from the Marriott needs to be addressed with Phase I occupancy. Building Department 1. To obtain a TCO:a. Final mechanical, plumbing, electrical and building inspections must be approved.b. Planning, Public Works, and Fire approval must be obtained.c. When the above listed approvals are in place, a TCO can be issued. 2. Generally speaking, a TCO will only be issued when the building is complete and ready for occupancy. Nothing remains to be completed. Incomplete minor cosmetic items may be allowed. Strive for none. rt.*ii,$rr{.r',lritrh* - 2006 Torvn of Vail Events LIST: December: '7. 14 Free Btrd Light Street Beat Concert 17 Winter Holiday Celebration in Vail Village l7-18 Hotiday Gift Faire at Donovan Pavilion 26-Jan 2 Vail's First Annual lce Festival 3l New Yr'ar's Eve Fireworks and Torchlight Parade January: I Piping-ln the New Year 12 Annual Town Meeting/Donovan Pavilion 4-6pm 12-15 The Honda Session 18-22 US Freeskiing OPen 29-Feb 3 Armed Forces Week February: Jan 29-Feb 3 Armed Forces Week l8 Mountain Dew Vertical Challenge 25-28 Mardi Gras Vail 28 Mardi Gras Parade 5:00-6:0opm Intl Bridge to Seibert Circle March: 4 Mountain Dew Vertical Challenge 6 Rocky Central Jr. Olympics Opening Ceremonies/Parade: 6pm Children's Ftn to Gold Peak 8, 15,22,29 Bud Light Street Beat Concerts 10-12 Stuff Magazine Expo Area and Stuff Lodge 17 Dance at Dobson/Pedro Luevano 22-26 Countrywide American Ski Classic 25 Ring of Fire 22lVendetta at Vail 27 Special Olympics Colorado/Speed and Figure Skating Competition/Dobson Arena 30-April 2 Yail Film Festival April: March 30- Apr1l2 Vail Film Festival I 5, 12,19 5-8 3-16 l5 l5 -J May: 3 l -June 4 June: May 3l-June 4 l0 ll Tuesdays, 13,20,27 16-r8 Sundays, 18,25 23,24,30 Jun 24- July 4 28,29,30 Snoushoe Shufflc'/LH Bud Light Sueet Beat Concerts Taste of Vail Spring Back to Vail Casino Night/ Vail Maniott 7-l2Pm Lionshead Easter Egg Hunt World Pond Skimming Championships/Gold Peak Vail lv{ountain Closes TEVA Mountain Games TEVA Mountain Games Colorado Children's Chorale/Gore Creek Promenade l2n Colorado Chitdren's Chorale/Gerald Ford Amphitheater 2pm Hot Summer Nights/ Gerald Ford Amphitheater King of the Mo,intain Volleyball Toumamenr/Ford park Athletic Field Vail Farmers' Market Street Performers in the Lionshead lvlall Vail Lacrosse Shootout BRAVO ! Rochester Philharmonic Orchestra/GFA 6pm 2 2 J A+ 4 JulY: Thunday, Friday, Saturday Aftemoons: street Performers in the Lionshead Mall June 24- July 4 Vail Lacrosse Shootout Sundays, 2,g,16,23,30 Vail Farmers' Market/ Meadow Drive Sundavs, 2, 9, 16, 23 , 30 Jazz at the Market 5 '7.8,9 8 Tuesdays, L2 l3 14, 15 t9 TEVA Vail Hill Climb BRAVOI Rochester Philharmonic Orchestra/GFA 6pm BRAVO! PoPs Concert/GFA 6Pm Vail America DaYs BRAVO! Rochester Philharmonic orchestra/Patriotic concert GFA 2pm BRAVOI Music at Midday/Vail Interfaith Chapel 12:30pm BRAVO! Dallas Symphony Orchestra/GFA 6pm Triple BY-Pass 11,18,25 Hoi Summer Nights, Gerald Ford Amphitheater BRAVO! Dallas Symphony Orchestra/GFA 6pm BRAvo|DallasSymphonyorchestra/FreeFamilyConcert/GFAllam BRAVOI Dallas Symphony Orchestra/GFA 6pm BRAVOI Music at Middayf/ail Interfaith Chapel l2:30pm 't I t1 't 'l 22 sn;;ol NcwYork ri,,iorrn..'t/GFA 6Pm -ourage Ctassic: Frontagc Roads and Stephens Park I l-3pm (ride: IulY 22-l'l) . Colorado River BicycleRide (not in Vail) BRAVO! Music at MiddayArail Interfaith Chapel 12:30pm BRAVOI New York Philharmonic/GFA 6pm Vail Antique Show and Sale: l,ocation TBD Vail International Dance Fcstival August: July 30- August 13 Vail Intemational Dance Festival Tuesdays, t, tS, ZZ Hot Summer Nights Thursday, Friday, Saturday Rfternoons thrgugi the l2th: street Performers in the LH Mall 4-6 Kick-it 3v3 Soccer Toumament/Ford Park 5 Copper'Iriangle Alpine ClassicBicycle Tour iundoyr, 6,13,20,27 vail Farmers' Market/Meadow Drive Sundays, 6, 13, 20 lazz at the Market I l-13 Vai[ Arts Festival/LH 18-19 Street Performers in the LH Mall 27 24 26,27 ,28 28-30 30- August l3 t8-20 25,26 26 27 27 September: Taste o[ Vail: Summer Street Performers in the Lionshead lvlall Avon to Vail Triathlon Rotary Duck Race/lntemational Bridge Sonnenalp Casual Classic Bicycle Tour I-4 t,2 Sundavs,3, 10, 17 Vail Farmers' Market/Meadow Drive 8-10 8-9 t5-17 t7 23,24 October: n-28 Ski SwaP/Dobson Arena 3l Trick-or-Treat Trot Yall Iazz Party/Vail Cascade Resort and Spa Street Performers in the Lionshead Mall Vail Oktoberfest/LH Colorado Outward Bound Relay: (during the night of Sept' 8) Vail Oktoberfest/VV VailMountainSchoolHomeTotrr/VMS,TransportationCenterandVailHomes The Harvest FestivaWail Road to Village Center on lvleadow Drive November: 25 Vail Motrntain School Dinner and Auction December: TBD Christmas Tree Lighting and Holiday Celebration in LH and W 3-17 14 Days of Vail 16-24 Holiday Spirit on Meadow Drive 3l New Year's Eve Torchlight Parade and Fireworks Display at Golden PeaU6pm iltT.rl J Slnonton u' I afi' lillll #ll'1"'," R 258.00 D O.n lillilt E tl.1ilililliluil 174 illATTER ITECONDI\|G, RITUruT TO: BRo\vl.lsrEIN HYATT& FARBn, P.C. 4lo l?"srner,22-Froon DB.r\rER, CO t02O24431 ATTN: JoslruAJ. WDoFF, EsQ. COOPERATION AND EASEMENT AGREEMEI{T THIS COOPERATION AND EASEMENT AGREEMENT (thiS "ASI9@!) iS entered into as of tlre !?4-day of June, 2005, by and baween THE VAIL CORPORATION' a Colorado corporation, having an office at 137 Bemclrnartc Road" Avorl Colorado 81620 0W" ' and DirnondRock Vail Oomer, LLC, aDelaware limited liability comPany, having an office at cy'o DiamondRock Hospitality Company, 6903 Rockledge Drive, Suite 800, Betbesda' Maryland 20817 ("E@) ryail and Hotel Owner are collectively referred to berein as the 'Perties'). RECITALS: A. Vail or an affiliate is tbe owner of that certain parcel of real property located in t6e County of Eagle, State of Colsrado, mone fully descn'bed on EI!!& attached hereto and inmrporated berein by this ref€r€Dce (the "@p4@!"). B. Vail or an affiliate is the owner of that certain parcel of real pnoperty located in the Counry of Eagle, State of Colorado, more fully described on E$!@, attached hefeto and inco'rporated herein by this reference ("@!9.914!9"). C. Vail or an affiliate is the owner of that certain parcel of real ProP€rty located in the County of Eagle, State of Colorado, more fully described on $!!!!!.1Q attached hgao a1! incorporaied trereln ty this refereirce (the "Lionshead Gondgla Propertv" and" together with the West Day Lot and Gore Creek Place, tbe 'Yd!-EqPg@). D. Hotel Owner is the owner of that certain parcel of rea! property located in the County of Eagle, State of Colorado, more fully descn'bed on Exlrib=it D attached hereto and incorporated herein by this refereDce (the '&glblgIgg) on_whigh Hotel ovmer op€rates a hotel known as Ore Vail Maniott Mountain Resort and Spa (the "E9!9!"). E. Vail, or any of its affitiates or assigDees, proposes to perform certain Vail Construction Projects (defined below) and associated dwelopment activities, an4 in connection therewitlr, desires the cooperation of and certain easetn€nts from Hotel Ovner. F. Simultaneously herewith, Vail and Hotel Ov,rner are entering into a Parking Easement Agreement (the "Parkine Easement Aereement"). G. The Parties desire, by this Agreemen! to widence tbeir agreement regarding the Vail Consbuction Projects and the other matters set for0r herein on the terms and conditions set forth below. l,;"'i [-1.i:l; (sooq oa b5454\r 20\90?41t.l9 -1- o NOW, TIIEREFORE, for good and valuable consideration, the receipt and dequacy of which is hereby acknowledged, Vail and Hotel Owner agr€e as follows: AGREEMENT: l. Acknowledsment of Vall Construction Proiec$. Hotel Owner acknowledges and agrees that Vail, or its affiliates, will be undertaking the following constmction and dwelopme,nt activities arormd the Hotel Pr-oPerty: a. Subject to the Parking Easement Agreement, demolition of the existing parking structllre on the West Day Lo! and construgtion of a new six-story conlfominilqt UUtA;ng and a three-story, below-grade puking structure (the "@9! Bedsvslsw!); b. Constrnction of approximately 16 townhomes on Gore Creek Place (the "@); c. Demolition of the anisting Gondola Building Srmbird Buildir€; and other structures and facilities located on Vail's property at the base of the Lionsbead Gondolg an4 following such demolition, construction of app,roximately 70 condominiums (with 50 lock'offs) and a 36room RockResort hotel with raail on the first and second floors, a town square and winter ice rink, thereon (the "@", ctd together with the West Day Lot Redwelopment, and Gore Creek Developmen! the "@)- 2- Agreements Reeardine Vail Construction Proiects. a- General Coope4ation. Hotel Owner agrees to reasonably cooperate witb Vail in connection with the Vail Constnrction Projects. Hotel Ov'mer agrees that it will not take any action to op'pose, impair or delay in any manner any of the Vail Construction Projects (Vail acknowledging that Hotel Owner's utilization of the rights granted Pqsumt to the Parking Easement Agreernent shall not violate this sentence). Hotel Owner agrees to provide at any public hearings, at no cost to Hotel Ov"ner, its support of the Vail Constmction Prcjects, to tbe Lxtent reasonably requested by Vail. Hotel Ovner further agrees not tg object to or remonstrate against the Vail Construction Projects; provided, however, that *re foregoirg covensnt strall not apply if Vail is in breach of this Agreement, Hotel Owner has provided written notice of such bieactr,. and Vail has failed to cure such breach after a reasonable period of time. Notwithstanding the foregoing Vail aclcnowledges that, in the course of exercisirg its iights under this Agreement to review and analpe certain plans and specifications related to the Vail Construcion Projects, Hotel Ou'ner wilt incrn certain third-party conzulting costs, including engineers, architects, and otber consultants (tlre "eelgC[ing-gostg'), Vail agrees that it shall reimburse Hotel Owner for such Conzulting Costs subject to the following: (i) Vail shall have no obligation to reimburse Hotel Owner more than $25,000 fior all conzultants during the term of this Agreement, (ii) Vail shall have no obligation to reimburs€ Hotel Owner for attomey's fees (regardless of amount), and (iii) Vait shall reimbr:rse Hotel Owner for such Consulting Costs within 30 days after receipt of a written invoice therefor (accompanied by reasonable supporting doormentation). 545At 209074 | 8. | 9 .2- b. Construction Impacts. Hotel Owner acknowlcdges and agrees that the Vail Constrrrrction Projects are cr(pected to gen€rate an unprediaable amount of visible, audible and odorous impacts and disturtances. The Vail Construction Projects may include, without limitation: (i) construction traffic (including without limitation, constnrction vehicles and equipment), (ii) construction noise and vibration, (iii) impairment of views associated with an active conslruction site, (iv) alteration of pedestian flow to and fiom the Hotel (including without limitation" alteration of access from the Hotel to access the ski mountain), md (e) o0rer construction activities necessary to complae ttre Vail Construction Projects, including without limitation, grading orcavatioq clearing site work and construction of improvements. Hotel Owner agrees to permit the manager of the botel under the hotel managernent agreement for the Hotel (the "@") to notifr prospecfive guests of (i) the existence of the Immediately Adjace,nt Constnrction Projects (defined below), and (ii) the fact that, pursuant to the Parking Easernent Agreerneirf grrests will be required to use valet parking (and notifuing such guests of the cost thereof) during the Interim Period (as defined in the Parking Easement Agreernent). c. Specific Impacts. Without limiting the generality of the foregoing; Hotel Ov*ner recognizes and agrees that: (D The West Day Int Redevelopment'located to tbe west of the Hotel wilt reguire, arnong other things, (A) tlre demolition of the ocisting parking stmcture (zubject to the terms of tbe Parking Easem€,lrt Agreemeirt), (B) the Hotel to locate tie-backs on the west end of Lot I (west end of the Phase Itr building of tbe Hotel), and (C) construction to occur adjacent to the Hotel; (ii) The Gore Creek Development located to the south of tbe Hotel will require, among other things, (A) that construction will occur adjacent to the Hotel, and (B) additional utility and other easements (specified in SeddgE'.lbelow) on the Hotel Property and (iii) The Vail Square Dwelopme,nt will require, among other things, (A) that the road to tbe east of tbe Hotel will have heavy construction traffic, (B) pedestrian flow fiom the Hotel to the gondola will be affected (it is anticipated tlrat pedestrians will need to be routed througlr Concert Hall Plaza or use the Town of Vail (the "@") bus to access the Lionshead skier drop-off), and (C) tlrere will be some noise and visual impacts on the Hotel. d- Substitute Parkine Oblieation. Hotel Owner acknowledges that Vail is a party to that certain Covenant and Easement Agreement dated April l, 2005, by and among Vail, Lion Square North Condominium Association, Inc., Lion Square Condominiurn Association, lnc.,andLionSquarePhaseMIICondominirrrnAssociation,lnc.(the"@c, Ersempnl Aereement"). Hotel Owner agrees that it previously has bean provided a copy of the Cove,nant and Easement Agre€rnent and that Hotel Owner will comply with those provisions of the Covenant and Easement Agreeme,nt whicb are applicable to the Hotel Property (the "^ovenant and Easemm . Without limiting the generality of the foregoing Hotel Owner agrees that it will provide up to 30 spaces in the garage located under tbe Phase I (east€rn-most) building of tbe Hotel (the " ) to the extent necessary to comply wittr the obligation under Section 2(b) of the Covenant and Easement Agreenent to provide an equal number of parking spaces during the closure of &e LSL (as 5454\t2090?41E.l9 defined in the Covenant and Easanent AgreernenQ parking gafage; provided; howwer, that Hotet Owieds obligations under this Section 2(il to provide such parking sPaces shall (i) be conditiooed on Hotel Ov,'ner receiving exclusive use and reasonable access at all times to one parking qpacc on the surface lot adjacent to tbe Existing Parking Facility (as defined in the Puking Easement Agreement) for eadr parking space in the Marriott Vail Mountain Resort Garage that Hotel Owner makes available pursuant to this S@-z(d) (for as loqg as nrch space is mide availablc by Hotel Owner), and (ii) straU terminate and be of no firrther foree or effect on December 15; 2005. Further, subject to Vait's obligtion to reimburse Hotel Owner for Consutting Costs rmder Section 2(a). Hotel Owner agrees to reasonably coop€rate with Vail in order for Vail to ottrerwise comply with its obligations under tbe Covenant and Ecement Agreernent. - e. Dsctaimer. Except to the ext€nt provided to the contrary in the Parking Easement Agreement, Vail makes no representations or waranties regarding the tlpes or locations of improvements that will be constructed as part of the Vail Constnrction Projects, the timing of comrnelrcernent and completion of the Vail Constniction Projests or wbeth€r or not Vail or its affiliates or assignees will proceed with the Vail Constnraion Projects at all. Except .to the extent provided to Orc contrary in the Parking Easemeirt Agre€tnent, Vail makes no representations, covenaDts or warranties to Hotel Owner concerning the naturg scope, anrenities, sctreaUe or continuation of astivities relating to tbe Vail Property, the Vail Construction Projects, or the area oommonty known as Lionshead. Nonri*rstanding the foregoing Vail does covenant thaf once a portion of the Vail Constuction hojects is commenced, Vail shall use commercially reasonabte efforts to diligently prosecute to completion zucb portion of the Vail Construction Projec'ts, nrbject to force majzure and commercially reasonable delap. f. Release. Hotel Ovi'ner acknowldges that the Vail Construction Piojects' and tbe impac.ts and disturbances generated by thern, will occur adjacent to, amund and near the Hotel. Except for Vail's obligation to reimburse Hotel Ov*'ner for Consulting CosB under Sectioo 2(a) and orcept as expressly set forth below with respect to Vail's indernnity obligations under Section 3(c)(i) and 3(c)(x). Vail shall not be responsible for reimbr:rsing Hotel Owner (or Hotel Ovrn€ds successors or assigrrs) for any @sts, expenses or other l.osses (defined below) incurred in performing Hotel Owneds obligations under this Agreemen! nor shall Vail be responsible under any circumstances for reimbursing Hotel Owner for any @sts, €xpenses or other Losses (including wi0rout limitation, credits, refunds, vouchers, or other arnounts given or incurred by Hotel Owner to its guests or otler third parties) incr:rred by Hotel Ovmer as a result of the anisteirce or performance of the Vail Construction Projects, tbe Easements granted hereby, or Hotel Owner's performance hereunder. Except as expressly set forth below with respect to Vail's indernnity obligations rurder Section 3(c)(i) and 3(c)(x). Hotel Owner, on behalf of itself' and its guests, invitees, afrliates, successors and assigns, bereby forever and irrevocably waives its right to assert against Ore Vail Parties (defined below) any claims, damages, losses, costs, liabilities, and orpenses (including reasonable attomeys' fees and court oosts) (collectively' "14!EgE"), arising fiom or related to the construction, odsteirce or performance of the Vail Construction Projects or impacis and disnrbances ge,nerated by them (during constnrrction or upon complaion). The foregoing release shall inctude, but not be limited to, any claims for nuisance or simitar ctaims associated witb the impaa of the Vail Constnrction Projects on the use, operation, and e,njoyment of the Hotel. Notwithstanding the foregoing to the contrary, _Vail will be liable for Actual Losses (defined below) sustained by Hotel Ov,'ner as a result of the 5454\1209074t t.l9 o indemnities set forth in Section 3(c)(i) and 3(cXx). '1!g@!.!9ggggn slrall mean actual and direst damages flowing fiom the actions of Vail's Rbsponntle Parties, and shall in no went include any Jlaim for business intezruption, lost profits, diminished revsrue; increase in cost of operations, loss of goodwill, diminished property valug or other indilest or consequential damages (including wittrout limitation, credits, refunds, vouche,ls, o'r other amounts given or incu11ed by Hotel Owner to its guests or other third parties); provided, howwer, that Seller shdl be responsible for Lost Hotel Profis (defined below) to the extent set forth in Section 3(c'VD. For purposes of this Agreement, tbe "!g!!s[g!,n shall mean Vail, and ib rnembers, managers' directon, officers, owDers, partners, shareholders, emplOyees, agents, and affiliates, and tbeir respectivesuccessorsandassips.ForpurposesofthisAgreement,"@shallinclude Vail's agents, employeei, contractors, subcontractors, licensees, guests, invitees, successors and assigns. 3. Easements. a. Construction-Related Easement Grants. HoteJ Owner by these presents does hereby declare, establish and create for tbe benefit of Vail the following easem€nb and interests (collectively, the "@"): (i) Temporary Constntction Easements. A te,mporary, non-exclusive constmction eas€rneDt for the benefit of Vail and its Pernittees throggb, on or in tbose portions of the Hotel Property, including without limitation, private drives, roads gnd sidewalks, as may exist fiom time to time; as may be reasonably neoessary to accommodate the Immediately Adjacent Projects; provided, howwer, said temporary construction eas€rneots shall be in locations thar do not materially and adversely interfere with or impede the operatioo of the Hotel; pnovided, firrther, howwer, the locations of zuch eas€fiients shall be subject to the prior appoval-oftlre'Hotel Ovmer (which approval shall not be urueasonably withheld, conditioned or delayed). The foregoing eas€rnent shall tenninate on the earlier to occur of (A) the mmpletion of all of the Vail Constnrction hojects and (B) January l, 201l. (ii) Electical Transformer Easement- A temporary, non-exclusive easernent (ttre " ') for the benefit of Vail and its Permitees, on, over, under, throug! and across the area depicted o:r p5!!!|!p attached hereto for purposes of installing trvo electrical transformers (one senricing Gore Creek Place and the other seruicing West Day Int) and related underground conduit (the "@1!@,'). Vail shall be responsible for reasonably screening the Transformers at its cost after installation; it is anticipated that such screening will consist of landscaping installed on the north, south and east sides of the Transformers. The Transformer Installation Easem€nt shall terminate on the earlier to occur of (A) tbe completion of installation of the Transformers, and (B) January l, 201l. Hotel Owner agrees that it shall reasonably consider a request by Vail to change the location of the transformers, but Hotel Ovmer shall have no obligation to approve zuch change unless it reasonably concludes that such altemative location will improve the view of such Transformers fi,om the Hotel and will not btherrvise adversely affect the operation of the Hotel. (iiD Iie-Back Easements. A temporary, non-exclusive eas€Nrent for the benefit of Vail and is Permittees over and across tbe area depicted on EI[!E!. and $! attached hereto for purposes of installing and maintaining tie-backs approximately 30 feet under 5454\120907418.19 the footprint of tbe Hofel Property for purposes of shoring ii corurectioa with constn'rction of t}le Gore Creek Dwelopmeirt (ite ;Gore Creek Tie-Back Easement") and the West Day Iot RJarelopment (tt"'"@, and togethervith the Gore Creek Tie- Back Eqs'ern€ng r" ). The Gore creek Tie-Back Easerrent shall ierninate on the eadierto occur of (A) such time as the Gore Creek Dweloprnent is oompleted and (B) January 1,2011; provided, however, that Holel Owner recognizes and "glu"r'tn* the tie-back cables installed-purnrant to the Gore Creek Tie-Back Easement (the "@) will be abandoned (and not removed) under the Hotel and Vail shatl n@ove the same upon expiratiol of the Gore Creek Tie-Back Easernent (or at any tirie thereafter). The West Day Tie-Back Easement shall termin*e on the edier to occrrr ofia) such time us tb" West Day Redwelopment is complett' -d (B) JanPgy I' Z9Jli p*niaA,'m*wer, that Hotel Ovmer recognizes and agees ttg t" tie-back cables installed i*,t-tio the West Day Tie-Back Easement (tfte nl@Dly&bb) will be abandoned (and not rerroved) under tbe Hotel and vail shall have no obligation to rernove the Tg9 uqon expiration of the West Day TieBack Easem€nt (or at any time thereafter). The following ptoroisions also shall apply with resp€ct to the Tie-Back Easements: (l) Hotet acknowledges and agrees that the Gore Creek Tie- Backs already have been installed and are presently b_eing utilized in connection with constmstion related to tbe Gore Creck Dwelopment. Hotel Owner confirms the acceptability oI Oe gen."al location of the West Day Tie-Bac[ Easement in the area designated_as the *tie;bpk "onJ'oo Exhibit F-2: provided, that Vail shalt submit specific plans and specifications-relating- to its p*po-r"d *ortru"tion uud use of the West Day Tie-Backs pnomptly upon completion-of suctr ptans (the "@). Vaif agrees to cause the stmctural engineer who pr.e-"a boih th"@ and the plans related-to the Gore Creek Tie-Backs t6i;'C"ie Ctf* n*n"; ') to issue a lett€r to Hotel Owner confirming that Hotel b*pr@el owner's rariew and approval of the West Day Tie-Back it*r tt"tiU" joverneA by Seaion 3(ft(v): pnovided, however, that Hotel Onmer shall have only 15 days, ratlrJttran gO, io t*"* -a oU5ot to the West Day Tie-Back Plans, and may only object to the West Oay tie-eack Plans io the extent that Hotel Ov,'ner provides " yn{ttt ceitification from a licensed structural engne€r (who has experie,lrce designing or rwiewing similar shoring techniques) that the installation of the Wcs Day Tie-Backs pursuant to the West Oay fie-nact-Plans ii reasonably iikely to either (x) have an adverse effest on the stnrctural integrity of the Hotel (a '$!fggqn!199@.'), or (y) cause a lifdsafay oonoern with respect to the ocorpants of the Hotel (a 'L!@$lggl9!@,'). (2) If Hotel Owner provides zuch a certification, then Hotel Owner and Vail agree to work in good faith to atternPt to resolve the concerns raised by Hotel Owner's structr:ral-engineer. In the eveirt that Vail and Hotel Ov'rner are unable to resolve a UfdSafety Conce,m, then Vail's engineer and Hotel Owner's engineer shall mutually select an independent ticensed stnrctural englneer (who has significant experience desiSning or rwiewing simiiar shoring techniques) (the "@) to rwiew tt'" YTt -!-aV !e-e:$t plans and maki an independeirr daemination as to whether the installation of tlre West Day Tie- Backs pursuant to the -West Day Tie-Back Plans is reasonably likely to cause a Life/Safety Concent witb respeA to the ocarpants of tbe Hotel. If ttre Independent Engineer:o${o S?t the installatioo of tt " West Day Tie-Backs pursuant to the West Day Tie-Back Plans is reasonably likely to cause a Life/Safety Concern with respect to the occtrpants of the Hotel, then 5454U 20\t0741t.l9 Vail and Hotel Owner agree again to wor* in good faith to rwise the West Day Tie-Back Plans such that both Vail's angineer and Hotel Owneds engineer agrce that ttre installation of the West Day Tie-Backi pursuant to the West Day Tie-Back Plans is not reasonably likely to cause a LifdSafety Concern with reqpect to the ocorpants of the Hotel (with any remaining iszues re- submitted to the Independant Engineer for resolutiorg tbe Parties agreet€ tbat the process will be repeated until the West Day Tie-Back Plans are revised such that both Vail's engineer and Hotel Owner's e,lrgineer agree that the installation of the West Day Tie-Backs Pursuant to such West Day Tie-Back Plans is not reasonably likely to caus€ a LifdSafety Concern with t€spect to the occupants of the Hotel). In the eveirt that tbe Independent Engineer concludes that the installation of the \ilest Day Tie-Backs pursuant to the West Day Tie'Back Plans is not reasonably likely to cause I Ufdsafety Concern wittr rcspect to tbe occupants of the Hotel, therl subject to the provisions of @loilLd(liiIil Vail shall be permiued to proceed with installation ofthe West Day Tie-Backs. (3) In the went that Hotel O'wneds €ngrneer raises a Structurd Conce,la which does not constitute a Ufe/Safay Concern (in which case the provisions above shall control until tbe Life/Safety Concern is resolved), and Vail and Hotel Orvner are unable to resolve such Structural Concern, then Vail shall be permitted to procoed with installation of the West Day Tie-Backs nofwithstanding Hotel Ovmer's Strucfiral Concern as long as, befote comrnencing installation of the West Day Tie-Bacfts, Vail provides a certificate of insurance aridencing no less than $10,000,000 of proPerty damage inzurance (tbe "Iiq&g}-@g Insurance") (whictr insurance may constitute a portion of tbe Vail Excess Coverage Policy (defined below) naming Hotel Ou'ner as an additional insured in the event of damage to the itotel as a result of t}e installation and use of the West Day Tie-Backs by Vail's Responsible Parties (the "Tjgp39f@3gg"). In the eveirt thirt any Tie-Back Damage ocsurs, then Hotel Owner shatl give Vail writteir notice of zuch Tie-Back Damagg and Vail shall have the right to repair zuch Tie-Back Damage in accordance with the procedr.res set forttr in Section 3/cYil: in the went that Vail fails to repair zuch Tie-Back Damage and Hotel Owner proceeds to repair tbe same in accordance with the self-belp remedy provided under Sestig-3Lg)Gt then Hotel Orvner shall deliver the invoice retated to the cost ofsuch repairs (together with reasonable supporting doclmei:tation) to Vail and Vail will submit a claim under the Tie-Back Damage lnsurance, but in any event Vail shall cause Hotel Ov*'ner to be reimbr.nsed ftir such costs witldn 60 dap of receipt of sucb invoice. (4) Prior to installation of the West Day Ti+Backs, Vail's Responsible Parties shall have Ore right to enter into the Hotel to dosument the condition theneof in and around the area where tbe West Day Tie-Bacls will be installed. (iv) Telephone Conduit Easement. A permanent, non-exclusive easernent for the benefit of Vail and its Permittees orl" over, under, tbrough and across the area d€picted on $!i!!!1Q attached hereto for purposes of installing maintaining repairing and replacing telecommunications equipment and facilities and related underground conduit (the "@); provided, howwer, that any independenq third-party roof contractor engaged by Vait or its Perrnittees in connection with maintaining repairing or replacing such telecommunications equipment and facilities shall be subject to the prior approval oftbe Hotel Ov*ner (which approval shall not be unreasonably withheld, conditioned or delayed). 545rt\t20\90?4t t.l9 -7- o b. Otber Easemqrt Grants. Hotel Ovner by these pres€nts does hereby declre, establish and create the following easements and interests (collectively, the "9$gI @', amd togatrer with the Vail Easements, the nbg4gE'): (i) Voil Spa Access Easement. A permanen! non-erclusive easern€nt for tbe benefit of the owners, residents and guests of the Vail Spa Condominium (which Vail Spa Condominium is identified on p4[!!!![ attached hereto), the West Day Int and Gore Creek Place, over and across the area d4icted on p4[!U!-I for purposes of pedestian and bicycle access, ingress and egress to and fiom the bike path located along Gore Creek to the south of Gore Creek Place. (iD Pedestrian Easement. A permane,n! non-exclusive easernent for. the benefit of Vail and the owners, residents and guests of the West Day Lo! Gore Creek Place, and tbe geireral public, over and acmss the location d€picted on EI!!E!-J for purposes of pedestrian access, ingress and egress to and from Lionshead Place stregt (the "&!g![!g4, Ea@'). Hotel Owner has pre-approved the plans for constmction of such easern€nt attached hereto on Exhibit J (the " ') as long as the constnrction materials used in connection therewith are zubstantially similar to tlose used on the cr.rrrently existing pedestrian pathway. At such time as the Pedestrian Easement Impnovements are complaed, Vail will coop€rate with Hotel Ovrner (at no cost to Vail) to att€rnpt, to the extqrt possible, to have the pedesfian easefiient that presently erdsts bet\ile€n the Hotel pool md the adjacent "Antlers" prop€rty vacated or terrninated (iiD Virn, Impediment EasemenL A pernraneNrt eas€firent to impede, alter and obstruct tbe view from tbe Hotel to, through and beyond Gore Creek Place and the West Day Lot (the'@), which easerDent shall be for tbe benefit of Gore Creek Place and West Day l.ot (iv) Electrical Transformer Easement. A permanent non-exclusive eas€rn€nt (the " ") for the benefit of Gore Creek Place and West Day Lot, on, over, rmder, through and across the area dqicted on $[!!!!l! attached hereto for purposes of maintaining re,pairing and replacing the Transformers. Hotel Owner, for itself and its successors and assigns, hereby agrees thal no later than l0 business days after written request from Vail, or the owner of either Gore Creek Place or West Day Lot, or written request from Holy Cross Electric Association, Inc. ("Eg!y-eIggg"), Hotel Owner will execute and record an eas€ment on Holy Cross's customary form (and substantially similar in form and substance to the Holy Cross utility easement(s) which presently encumber the Hotel Properry) which grants to Holy Cross easements which are equivalent to the Transformer Installation Easernent and the Transformer Maintenance Easem€nt. Upon agreenrent to the specific location of an Easemeni that has nol been specified in this Agreemeirg eitlrer party may request that this Agreement be amended to reflect such specific location. c. Covenants bv Vail in Utilizine the Vail Eas€rnents. 5454\1209074 t 8.r 9 €- fi) Vail shall indsmni$', protest, hold harmless and, in Hotel Owner's reasonable discretio& ddend (with counsel acceptable to Hotel Owner in Hotel Oume,r's reasonable discretion) Hotel Ovner, and its members, managers, direclon, offioers, owners, partrl€rs, slareholders, employees, agents, attorneys and affiliates and their zuccessors and assigns (collectively with Hotel Owner, the "@) from (A) anyActuat Losses caused by personal injuy or prop€rfy damage to the extent caused by the acts or omissions of Vail, its employeeg directors, managens, ofEcers, agents, @ntractors, zubcontractors, and,/or agents (collectively and togettrerwith Vail, "@') in exercising the Vail Easernents on the Hotel Property or performing or othenrise in connection with the Irnmediately Adjacent Projects, (B) any Actual lnsses caused by a breach of this Agreement by any of Vail's Responsible Parties (but not any other party), or (C) zubject to tbe limitations of the last sentence of this Sestion 3(cXi). any Actual Losses and Lost Hotel Profits caused by. a Gross Negligeirce Event or willful misconduct by Vail's Responsible Parties in connegtiom with the lmmediately Adjacent Projects. Neither the indeinnity set forth in this Sestion 3(c)(il nor 3(c)(x) shall cover any l,osses arising from the Vail Square Developnent; provided, however, that nothing in this Agreement shall be deemed to be a release by Hotel Owner of any independent tort claim for personal injury, Foperry damage, and Hazardous Materials contamination, if ary, that Hotel Owner may have against Vail for Actual Losses that Hotel Ov,'ner sustains as a proximate resutt of Vail's Responsible Parties' constnrction activities related to the Vail Square Dwelopment. For purposes of this Agreement '@sQ4!gg b!' shall mean activities by Vail's Responsible Parties that rise to the level of gross negligence under Colorado law. The Parties acknowledge that the Vail Construction Projects will have a significant impact on the operations of the Hotel, and, therefore, a Gross Negligence Event under no circumstances shall include tbe mere performance of the major construction activities (including the dust constnrction taffic, noise and vibration generated thereby) that the Paties anticipate will occur in connectjon with the Vail Consruction Projects. For purposes of this Agreerne,n! "@1!.!9!9!-fu1fun shall mean and include only those decreased operating Fofits of the Hotel that the Hotel Owner can demonstrate resulted directly and exclusively fiom a Gross Negligeilce Event, and shall not include any other indirect or conseque,ntial darnages, including without limitatio4 any diminution in property value or any damages arising fiom sale or refinancing of the Hotel. Hotel Owner agrees to use all commercially reasonable efforts to minimize the effect of a Gross Negligence Event on the operating profits of the Hotel. ln order for Hotel Owher to make a claim under this Section 3(c)(i) for Lost Hotel Profits related to a Gross Negligence Event, Hotel Owner must first give Vail written notice that it believes that certain activities of Vail's Responsible Parties constitute a Gross Negligence Event and Vail's Responsible Parties shall have a reasonable period of time to cure such Gross Negligence Event, but in aoy event not less than l0 days. (ii) Hotel Owner shall give Vail notice of any damage to any elements of the Hotel Property caused by Vail's Responsible Parties, including, but not limited to, any utilities, structues and other improvernents situate therein or thereon. Within l0 days, Vail shall determine whether it seeks to rernedy such damage (or cause such damage to be remedied) at its sole cost and expense. If Vail so elects to remedy such damage, it shall do so diligently and continuously, in a good and workmanlike manner, and in accordance with applicable taws and reasonable rules and fegulations that Hotel Ovmer may designate. lf Hotel Owner determines that Vail is not complying with the immediately preceding sent€nce, then Hotel Ovrner shall have the right to remedy or cause the remedy of such damage and invoice Vail for the cost 5454\t 20\90?4r t.r 9 o thereof as set fofih below. If Vail does not respond within such l0-day p€rio4 Vail responds to such notice in the negative, or Hotel Ovuner othenvise reasonably det€rmines that tbe damage oonstitutes an Emergency (as defined in tbe Hotel Management Agreemeirt relating to the Hotel)' Hotel Owner may rcrnedy (or cause to be rcmedied) srdt darage and tben invoice (wi0t reasonable zupporting docunrentation) Vail for the cost tbereof. Vail slnll Pay any such invoice witlin 30 days after receip! with zuch arnount thereaffer bearing interest payable to Hotel Owner at the lesser of l2o/o per annum or the maximum amount allowed pursuant to applicable law. Vail shall have the right to dispute whether Vail is responsible for the damage refeired to above. Notwithstanding the foregoing Hotel Owner reseryes the right to cause Desessary wort to be performed during the pendency of any zuch dispute; provided, howwer, ttrat responsibility for ihe cost of such wort shall be determined by litigation to the exte,l:t that thg Parties are unable to resolve the dispute. (iii) Vail's Responsible Parties shall ents onto tbe Hotel Property and utilize the Vail Easements granted hereunder at their own risk and they further ASSLIME ALL RISKS related to the same. Hotel Owner shall have no liability to Vail's Responsible Parties, for any Losses related to or arising from enti-y onto the Hotel Property and use of the Vail Easements (eicept to the extent caused by the gross negligence or willful misconduct of Hotel Orner), and Hotel Owner is hereby irrevocably and forev€,t released from tbe same. (iv) In all actjons undertakeo on property belonging to Hotel Ovi'ner (and/or any prop€rty over which Hotel Owner has an exclusive easement) by any _of Vail's iesponsible Fu"Uo, all work shall be completed in a good and workmanlike manner, free of all tieni (inctuaing mechanic's lieirs) and enqrnrb,rances on the Hotel loP€rfy. If any mechanic's lien, ai any time, is filed against the Hotel Property as a result of work performed thereon by or at the request of Vail or any of Vail's Responsible Parties, then Vail will cause zuch lien to be discharged of record (orpost a statutorybond in lier: thereof) no laterthan 30 days after Vail receives written notice of the filing of such lien. If Vail fails to pay any charge for which a mechanics' lieir has been filed (or post a statutory bond in lieu thereof; within such 30day period, Hotel Ovrner may, at its option, pay such charge and related costs and interest and the-amount so paid, togetlrer with reasonable attorneys' fees incurred in mnnection with such lien, wjll be immediately due fiom Vail to Hotel Owner. Notwithstanding the foregoing Vail may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicabitity of, any such lien, provided that and for so long as Vail's aforesaid contest (i) does noit subject the Hotel Owner (or Hotel Owner's affiliates) to imprisonment or to prosecutio^n for a crime, iiil does not subject to suspension or cancellation the certificate of occupancy for any strusture or improvement on the Hotel Property, and (iii) op€rates to zuspend collection or enforcernent as tbe case may be, of the contested lien and such contest is maintained and prosecuted continuously and with diligence or the lie,n is bonded. Vail shall give Hotel Ovrner prior notice of any zuch contest. Vail shall keep the Hotel Ovmer advised as to the status of any srch proceedings. Norwithstanding the foregoing Vail promptly shall pay any contested lien, and piyment thereof shall not be deferred, if, at any time the Hotel Property or any gortion thereof shail be, in the Hotel Owneds reasonable judgmeng in imminent danger of being forfeited or lost or the Hotel Owner is likely to be subject to civil or criminal drnages as a result thereof. If such action or proceeding is leminated or discontinued adversely to Vail, Vail shall deliver to the Hotel Party reasonable evidence of Vail's payment and discharge of zuch contested lien. 5454U 20\90?4 t 8.19 .1G (v) Vail shall not causg or permit to be caused by any of Vail's Responsible Parties, any Hazardous Materials (defined below) to be transported to, or durnped, spilled, released, permanently stored, or deposited on, over or beneath the Hotel Property or any other lands owned by Hotel Owner (except as may be anstomary and permitted under applicable law). :Eazaraous lvtateriglEn means substances, materials or waste the generatiorl handling, storage, treatnent or disposal of which is regulated by any local, state or federal govemment authority or laws, as a "hazardous waste," "hazardous material,n nhazardous substance," npollutantn ol "contrninant" and including withoul limitatio4 those designated as a'hazardous substance" under Section 3ll or listed purzuant to Sestion 307 of the Clean Water Act (33 U.S.C. Secs. 1321, l3l7), defined as a Trazardous waste" under Section 1004 of the R.esource Consenration and Recovery Ast (42 U.S.C. Sec. 6903), or defined as a 'hazardous substancen under Section l0l of tbe Comprehensive Environmental Response, Compensatioq and Liability Act (42 U.S.C. Sec. 9601), and, iricluding without limitation, petroleum products ahd blproducts, PCBs and asbestos. (vi) Vail shall, and shall cause Vail's Responsible Parties to, comply with (A) all applicable federal, state and local laws, rules, regulations, orders, and ordinances (collectively, "@gn), and (B) all encurnbrances of record against the Hotel Properry as of the date of this Agreement (the "@'), in connection with its use of the Hotel Property as permitted hereunder. Vail shall obtain all permits and appnovals required by applicable governrriental or quasi-govemmental entities in connection with Vail's Responsible Parties'use of the Hotel Property as permitted herermder. (vii) The Hotel Property may be used and occupied by Vail's Responsible Parties only for tbe orpress purposes permitted under the Vail Easem€nts and for no other prqposes whatsower. (viii) ln no event shall the Hotel Property be used by Vail's Responsible Parties for any purpose that would constitute waste, or violate any provision of the Property Enqurbrances or any Laws. (ix) ln connection with Vail's Responsible Parties' use of Vail Easeme,nts, Vail shall maintain (a) casualty insurance and comprehensive geireral liability insurance witb coverages ofnot less than $2,000,000 for injury or death to any one person and $4,000,000 for injury or death to more than one person and $2,000,000 udth respect to property damage; by water or otherurise, and (b) worker's compensation insurance for all of their respective employees in accordance with the laws of Colorado. Vail shall deliver proof of the insurance coverage reguired pursuant to this AgreemeDt to Hotel Ouner prior to entry onto the Hotel Property. Each insurance policy sball specifically include, without limitation, the following: (i) a provision whereby Hotel Ovmer shall be named as an additional insured; and (ii) a prodsion whereby the policy limits and coverag€ with reqpecl to Hotel Owner may not be teirninated or amended except after 30 days' prior written notice to Hotel Owner. Also, during the period of active construction by Vail's Responsible Partjes of the West Day Lot Redwelopment and the Gore Creek Development, Vail also will carry excess Iiability coverage in an amount which has been certified to Hotel Owner prior to the date hereof (the "!g!!.@g Coverape Policv"), Hotel Owner recognizing and agreeing that such exoess coverage will apply to multiple constnrction projects being conducted by Vail. .t 1- 5454\1209074 t t.t9 (x) Vail agrees to indernnify, protect, hold harmless and, ia the Hotel Owner lndemnitees' reasonable discretion, defend (with counsel reasonably acceptable to the Hotel Owner lndemnitees) the Hotel Owner Indemnitees against and in respect of any and all Losses that may be imposed on, inorred by, or asserted against the Hotel Oqmer Indemnitees by any otber party or parties (including withorx limitation, a gov€rnmental entity) arising out o4 in connection with or relating to the prese,lrce of any Hazardous Materials on the Hotel Property caused or permitted by Vail's Responsibte Pa*ies. d. Covenants in Utilizine the Perrnanent Maintenance Eas€rnents. Each user of the Transformer Maintenance Easement (eacb an "@In), as l condition to use of zuch Transformer Maintenance Easernan! sball be deemed to have ageed to each of tbe indemnities and covenants set forth in Segtion 3(c) (as if applicable to such Easement User) in conjunction with such Easernents Users exercise of such Transfomrer Maintenance Easerrent and use of the Hotel Property in connectjon therewith. Vail shall have no liability with resPeci to any Losses arising &om an Easement User's use of any Easement, unless suctr Easernent User otherruise constitutes one of Vail's Responsible Parties. Eas€rlents. Hotel Owner may, at its sole cost and expense, temporarily or permanently relocate any of the Vail Easernents (other than the Tie-Back Easements and the Tennis Court Easemeirt) upon at least 60 days prior notice to Vail, as long as (i) tbe relocated locations are reasonably comparable to tbe original eas€rnent locations and do nol materially and adversely affect Vail or the beneficiaries of such easements, and (ii) the relocation is conducted in a manncr to minimize disnrption and the failure to provide tbe services for which the easernents were granted. Upon such relocatiorl this Agreement sball be amended to identiff the new easemstt location. Hotel Owner also shall have the righg during periods of construction, maintenance and repair on the Hotel Property, to lemporarily restrict access to the areas of the Hotel Property covered by the Other Easernents (except the View Impediment Easemeirt) for a reasonable ffiod of time, as long as Hotet Ownef, provides reasonable alternatjves to zuch easem€uts during any period of unavailability f. Other Aereernents. (i) Constntcrton Access Road. Hotel Ov*ner, for itself and its su@essors and assigns, hereby agrees tha! notw'jthstanding the fact that the West Day Subdivision Final Plat" recorded March 10,2005 at Reception No.908760, Counf of Eagle, State of Colorado, provides that tbe area adjacent to Phase III of the Hotel and depicted on Exhibit L slrall be a nshared access way" (the'Nq1!$9g1;!p5!ygn), such North/South Drive may be utilized exclusively by Vait at all times during the West Day Lot Redevelopment for constnrction faffic and shall not, during zuch time, be utilized at all by the Hotel. In addition, Hotel Owner, for itself and its successors and assigns, and Vail hereby agree that during such time as the North/South Drive is being utilized by Vail for constnrction traffic (i) at Vail's expense, the North/South Road will be fenced in to prevent people fiom entering the Hotel on the west side of Phase III, and (ii) at Vail's expense, the exit from tbe west€rn-most stair tower of Phase III wilt be re-routed (zubject to requirements of applicable Laws), and shall be restored by Vail, at Vail's expense, to its original location upon the earlier to occur of (A) the New Facility Completion Date (as defined in the Parking Easement Agreune,nt), and (B) January 1,20ll. 5454\1 20\90?,1 | 8. I 9 -12- o Before, during or after the West Day Int Redwelopment" Vail shall have the riglrt, at Vail's o(ps1se, to alter the elevation of the North/Soutb Road in orrder to decrease the grade of the rgadt es a result, Hotel Owner, for itself and its zuccessors and assigns, hereby agrees that Vail shall be permitted, at Vail's exp€nse, to alt€r the manner in which the Phase [I building meets the graie of the North/South Road, subject to the prior approval of the Hotel Owner (which approval shall not be umeasonably witlrheld, conditioned or delayed). (iD Lionshead Circle. Hotel Orvoer, for itself and its successors and assigns, hereby agrees tha! drning performance of the Vail Constnrction Projects, Vail may, subjlect'to *y i"q,rit tnents of applicable laws and the Town of Vail, modiff Lionshead Ci*l! T front of the itotel to function as a one-*ay steet and narow such steet to a single lane' Vail agrees to provide Hotel Olvner with plans associated with alteration of the traffic flow on Llonshead-Circle within an reasonable period of time in advance tbereof, and to reasonably consider the comments of Hotel On'r:er in connection therewith; provided, howaner, that Vail shalt have no obligation to make any changes to such plans based on the Hotel Ovner's comments. (iii) Host Marriott Lctter Agreement. Hotel Owner, for itself and its successors and assigns, hereby agrees that it shall fully comply with the provisions of that certain letter agreement by and beween Host Marriott Corporation and the Vail Spa Condominium Association, dated April 18, 2001 and attached hereto as Exhibit M. (iv) Disurbance of Cenain Facilities. Hotel Ov"ner, for itself and its succ€ssors and assigns, bereby agrees that c€rtain landscaping and irrigation facilities on th9 Hotel Property will be distubed &tring construction of tlre Gore Creek Dwelopment. Vail agrees thai, uion the earlier to occur of (A) completion of the Gore Creek Development and (B) Jine 30, Zinl, ;t will, at Vail's expense, restore srch landscaping and inigation facilities to the same condition which existed prior to conunencem€nt of the Gore Creek Dweloprment. (v) Constntction Plans, Timeline and Schedule- Ex@ for the plans and specifications for the Transformers and the Pedestrian Easetr€Nrt lmprovements, Vail agrees that" as soon as practical after the sarne are available, Vail will provide to Hotel Owner copies of plans for any imptol ".ents to be constructed by Vail on the Hotel ProP€rty (the "$91@! i-otot.-untr PLot"), summary-t1pe plans (including site plans, elevations, floor plans, and r.e**rtatl* *"d"*) related to those portions of the West Day lnt Developmeirt and the Gore Creek Developm€nt that are reasonably likely to directly and materially impact the Hotel Property (tlre;@"), and a timeline and construAion schedule for the Wit pay lnt Detelopment and the Gore Creek Developmeirt (the "@')' Hotel Ovuner shall have 30 days afta receipt of the Hotel Improvement Plans (the 'BgSPglg Deadline') to reasonably approve tbe contents thereof. If Hotel Owner fails to provide written *d* (thi "Bg5@ggn) withholding Hotel Owner's consent to the Hotel lmprovement Plans o:t or before the Response Deadline, Hotel Owner shall be deemed to have approved the applicable Hotel Improvernent Plans. Any Response withlrolding Hotel Owneds consetrt must be accompanied by (x) tbe qpecific reasons Hotel Owner is wittrlrolding its conse,nl and (y) to the extent Hotel Oor,ner has devised one, a feasible alternative to the componeirt of the Hotel lmprovement Plans to which Hotel Ovmer is objecting including reasonable daail conceming the same. Eacb set of Hotel Improvemeirt Plans (or revisions thereto in response to a Response) 5454\t20907418.19 .13- o shall be governed by the foregoing procedure. Once approvd Hotel Improveinent Plans need not be re-submitted to Hotel Ovner unless such Hotel Improverrent Plans are altened in a manner that may have a materid and adverse effect on the Hotel Property and/or o'peration thereof. The Other Development Plans and Timeline and Schedule shall be provided to Hotel Owner solely for information purposes and Hotel Owner shall have no right to revie$' or object to tbe same; provided, howwer, that Vail agrees that (A) it shall conduct construction activities drring those hours prescnbed by the Town, and (B) it will reasonably consida the comments of Hotefowner in connection tlrerewith; provided, bowever, that Vail shall have no obligation to make any changes to such Ottrer Dwetopment Plans or Timeline and Schedule based on tbe Hotel Owneds comm€nts. Ottrer than tbe Hotel Improvernent Plansr Hotel Orvner shall not be perrnitted to re\dew and approve any other plans or specifications related to the Vail Constnrdion Projects, and the sole approval required in connection tberewith shall be such approval, if any, as is required fiom the Town. Vail and Hotel Owner agree t}lat (i) this Sectioq ' 3(fl(v) shall not.apply to any plans related to the New Parking Facility (as defined in the Patting Easement Agreement) and the same shall be governed orclusive'ly by ttre applicable provisions of the Parking Easernent Agreemen! and (ii) this Section 3(fl(v) shall apply to the West Day Tie-Back Plans only to the extel:t set forth in Section 3(a)(iii) and shall not apply to the Gore Creek Tie-Back Plans. (vi) General Coordination and Exchange of Informatioz. Vail agrees to ke€,p Hotel Owner generally apprised as to the status and progress of each of the Vail Constructioo Projec,ts. In corurection with the foregoing during the period of active oonstmction by Vail's Responsible Parties of the West Day Lot Redwelopment and the Gore Creek Developmen! Vail will conduct (and Hotel Owner, or a desigrec thereof, will be permitted to attend) on a zubstantialty weeftly basis Owner/Architect/Contractor meaings (the '!ry1llgsts Adiecent Proiects"). At such meetings, Vail covenants to facilitate the mutual exchange of informatjon and input between Vail and Hotel Owner with respect to the Immediately Adjacent Projects. Although Vail will reasonably consider the concerns of Hotel Owner in connection with the lmmediately Adjacent Projects, Vail shall have no obligation to take any action in response to sudr coircerns, and under no circumstaDces shall Vail have any liability whatsower to Hotel Owner as a resrrlt of Vail's failure to take any action in response to nrdr ooncerns or othenn'ise under this Sestion 3(fXvi). (vii) Special Hotel Evens. Vail agrees that, if Hotel Ovmer gives Vail sigrrificant advance notice (in any event, not less than 30 days), ofa sigrificant ev€nt orblock of guests anticipated to be at the Hotel over a specific period of time (the "@|!LE9]EL&!"), then, to the extent that the performance of construction activities in oonjunction with the Immediately Adjacent Projects is reasonably o(pected to have a mat€rial adverse effect on the Special Hotel Eveirt, Vail shall use commercially reasonable efforts to alter the location and type of construction (but under no cirqrrnstances cease such constnirgtion activity in its entirety) on the portion of tbe lmmediately Adjacent ProjeA that is likely to have such material adverse effect dlningtheperiod of time that the Special Hotel Event is to occur (tbe'@ Measures"). Notwithstanding the foregoing Hotel Owner agrees tbat (i) Hotel Owner's right to give notice of Special Events pursuant to this bligOj$(di) will be used, if at all, infrequently, (ii) Vail will have no obligation to undertake Construction Mitigation Measres if such Measures would sigrificantly delay (as determined by Vail in its reasonable judgment) the Timeline and Schedule or c,ause Vail to incrn significant additional costs (as determined by Vail in is 5454\1 209074 I t. r 9 -1+ reasonable judgrnent), (iii) under no circumstances shall Vail be required to implernent Construction Mitigation Measures on more than l0 days in any calendar year (it being ageed that any request to implement Construction Mitigation Measures during my portion of a day shall count as one full calendar day, regardless of the period of time within zuch day as the Construction Mitigation Measunes are implemented), and (iv) under no cirqmstances shall Vail have any liability whatsower to Hotel Ov,'ner if, norwithstanding Vail's use of commercially reasonable efforts to implement Constnrction Measues, Hotel Owner suffen l-osses of any kind (except for those Losses expressly covered under the indemnity set forth in Section 3{cvil as limited bv the provisions of Section 2(fl). (wii) Ageenent to Cause the Association to Grant Parallel Easemmts. Hotet O$m€rcontrols (orwill contol) three of the five seats on theboard of managers of The Mark-Lodge Condominium Association, lnc, a Colorado nonprofil corporation (the ''@').TheAssociatjongovernsTheMark/Iadge,acondominiunestablishedunder A1g la*s of the State of Colorado on March 27,7974, and refere.nced in the Declaratiop. The Telephone Conduit Easement and the Pedestrian Easement cross portions of the Ge'neral Common Elements created pursuant to the Declaration and assosiated condominium map (the '1}]E ). Within l0 days after a written request from Vail, Hotel Owner agrees to cause the managers of tbe Association under Hotel Owner's contol to vote to cause tbe Association to execute an easement agre€ment granting the Telephone Conduit Easement and the Pedestrian Easeme,lrt over, on, under, through and across the GCE. Such se,parate easetn€nt agreement shall mntain the same terms and conditjons of this Agreement which are applicable to the Telephone Conduit Easernent and the Pedestrian EasemenL (ix) Tennis Coun. Hotel Owner hereby endorses the concept of constructiog a tennis court (tbe @!g.1@!") on the roof of the Grand Ballroom as depicted on EI!!S if Vait elects, in Vail's sole discretion, to p'roceed with construction of the same. Hotel Owner recognizes and agrees that Vail shall bave no obligation to constnrct the Tennis Court. To the extent that the Tennis Court is constructed, Hotel Owner agr€es to reqsonably coopemte with Vail in good faith to establish an easement (but does not hereby grant any such easenrent) for the construction and maintenance of the Tennis Court. The parties acknowledge that any agreement granting zuch easement will address Hotel Ovrner's concems regarding structural support, noise remediation, affonding access, potential impact on roof warranties, insurance during construgtion and logistics during constnrction. All such cooperation and efforts (and any mnstructjon performed in connection therewith) sball be at Vail's sole cost arid exp€Nrse. Nonvithstanding the foregoing the Termis Court will not be required ifVail enters into and records an amendment to that certain Recreation Easement Agreement recorded in the real property records of Eagle &*ty, Colorado in Book 276 at Page 609 (the 'try,!'), which amendme,nt, in Vail's reasonable discretion" eliminates the need for the Tennis Court Easement (the "@!). Hotel Owner, for itself and its successors and assigns, bereby consents to the recordation of tbe Easem€nt Amendme,r:t against tbe Hotel Property at any time, as long as the same is in substantially tbe same form prwiously provided to Hotel Owner. 4. Term: Amendment The terrn of this Agreement, and the easements and other benefits and burdens under tlre provisions hereofl are p€rpetual, exc€.pt as otherwise expressly provided herein and subject to any subsequent mutual daemination to terminate this Agreement by the persons tben owning the pro'perties which tbe applicable easetnent benefits and burdens. 5454V 20907418.19 -1$ Any amendment or modification of this Agreement (including any termination as refere'nced above) rnay be effectuated only by the mutual execution by the applicable perso:ls of a written instnmrent recorded in the real property records of Eagle County, Colorado (whictt instnrn€'nt must include a consent thereto lxecuted by the holder of any mortgage or deed of trust then encumbering my ptrt of the Hotel Property or the Vail Property encumbered by this Agreement and benefited or br:rdeired by the applicable easement). Any provision hereof may be waived only to the extent set forth in a written instnment executed by the Party against whom enforcerne,nt of the claimed waiver is sought. 5. General Provisions. & Easements to Run with Land. This Agreement including the Easoments, and all other covenants, agreern€,nts, rights and obligations created hereby, shall run with the Hotel Property, and shatl U- blnaing on and inure to the benefit of all persons having or acquiring fee title to tte tlotel Property, alt upon the terms, provisions and conditions set forth h€'rein. The Vail Easem€nts (with thl exception of the Telephone Conduit Easement) sball run with ihe Vail properties, an{ shall be binding on and inure to the benefit of all persons having or acquilng {ee titli to the Vail Properties, all upon ihe terms, provisions and conditions set forth herein. Parties agquiring fee title io the West Day lot or Gore Creek Place or any portion thereof shall be aeemed to have assumed tbe obligations arising hereunder only to the extsrt the sane (i) relate to the portion of the Vail Properti-s acquired by such parties, (ii) arise and accme from and after the daie of such party's acquisition, and (iii) arise from zuch parties use of any of the Easements granted hereuDder; notwithstanding the foregoing to the contrary, Hotel Owner agre€s that mder io circwnstances slralt the purchaser of a condominium unit on the West Day Lot or a townhome on Gore Creek Placc be liabte under any provision of this Agreement other than Section 3(d) to the extent set forth therein. The Telephone Conduit Easerne,:rt shall be an easement in gross, personal to Vail and shall not run witlr the Vail Properties- The Other Easements shall run wittt . ihe Vail Spa Condominium, the West Day Lot, and Gore Creek Place to the exteirt that the Other Easements benefit such properties under Ssgi.gd&), and shall inure to the benefit of all persons having or acquiring fee title to the Vail Spa Condominium, the West Day b! and Gore Creek tlace, at upon thJterms, provisions and conditions set forth herein. Hotel Ownerrecognizes and agrees that Vail may transfer its int€rest in some or all of the Vail Properties to either affiliaies or third parties. Vail shall have the right, but not the obligation" to desigrrate by written recorded docum€.trt the transfer of an Easemecrt as sst forth in the preceding sentence. Hotel Owner agrees that any and all subsequent own€rs of each of the Vail Properties shall have the right to *for"" the provisions of this Agreement, regardless of whether zuch owner holds an interest in any of the other Vail Properties. b. Vail's Oblisation on Sale of the Vail Prop€rties. In tbe eve,lrt of any sale or other transfer of any Vail Property, Vail shall be entirely freed and relieved of all agreements and obligations of Vail heneunder accnring or to be performed after the date of such sale or transfs, and, subject to Section 5(a). any transferee shall acquire zuch Vail Property zubject to all obligations accruing herzunder from and after the date of such sale or transfer. Notwithitanding the foregoing if Vail transfers substantially all of either the West Day Lot or Gore Creek Place prior to Completion (as defined in Section 5(s) below) of the applicable Immediately Adjacent Project (the transferee of such lmmediately Adjacent Project referred to herein as a "@'), then, notw'jthstanding such transfer' the gUaranty 545/t\120907418.19 -ts g'(ecuted and delivered by Vail in connection with ttris Agreement (the "YgIS@!9") shall survive any zuch transfer. ln such q/e,nt, the Vail Guaranty shall guaranty the indernnity obligationsofeachVailConstructionSuccessortotheextentsetfonhherein(the'@ S,cs@!!e@s'')' c. Counterparts. This Agreement may be executed in a number of identical count€rparts. If so executed, each of such counterpsts is to be deerned ur original for all purposes and all zuch counterparts shall collectively constitute one Agree':nent. d. Successors and Assisrs. This Agreement shall be binding on and inure to the benefit ofeach Party's respective successols and assigns. e- Section Headines. The Section headings herein are inserted only for oonvenience and reference and strall in no way define, limit, on prescribe the scope or intent of any provisions of this Agreemeirt. f. Entire Aseement. This Agreement, togetber with the exhrtis attacbed hereto, contains the entire agreernent of the Parties hereto with respect to the wbject matt€r hereofand no prior written or oral agreement shall have any force or effect or be binding upon the Parties hereto. g. No Riehts in Public Except as expressly stated herei& nothing contained herein is intended to dedicate, grant, or reserve to tbe geireral public or the public at large or for any public pulpose wbatsower, or to pqrnit any mernber of the general public to acquire any righg by adverse possession" prescription, gran! dedication or othe,l:urise, to possess, use or occupy eitlrer the Vail Properties or the Hotel Properly, or any portion theneof, said grant, dedication, resenatioil, or prescriptive rigbts being expressly denied. h. SEyerabiliw. If any portion of this Agreement is declared by any court of competentjurisdiction to be void or unenforceable, such decision shall not affect the validity of any -remaining portion of this Agreement, which shall remain in full force and effecl. In additio& in lieu of such void or une,lrforceable provisiorq there shall automatically be added as part of this Agreement a provision similar in terms to zuch illegal, invalid or unenforc€able provision so tbat the resulting reformed provision ii legal, valid and enforceable. i. Govemine Law. This Agreement shall be governed by and constnred and enforced in accordance with the laws of the State of Colorado (without giving effec1 to Colorado's principles of conflias of law). j. Notices. Except as otherurise provided in this Agreement all notices, demands, requests, consents, approvals and otber communications (any of the same a "$g1[g,n herein cotlectively called t$gg!ggg") required or permitted to be given hereunder, or which are to be given with respect to this Agreemei:t, shall be in writing and shall be hand delivered, s€lt by nationally recogrrized overnight coud€r, transmitted by facsimile (wjth hard copy confirmation by ovemigbt courier; provided, tha! receipt of a hard copy confirmation by overnight courier shall not be required for notjce to be effective), addressed to the party to be so notified as follows: 5454t 20\9074 | 8.1 9 -17- If to Hotel Owner to: DiamondRock Vail Owns, LLC c/o DiamondRock Hoqpitality Company 6903 Rockledge Drivg Suite 800 Bethesda, Mryland 20817 Atte,ntion: Michael Schecter, General Cormsel Telephone: (301) 380-601 2 Telecopy: (301 ) 3 80-6850 witb a copy to: Willkie Farr & Gallagher LLP 787 Seventh Avenue NewYorhNewYor* 10019 Attention: Stev€n D. Klein, Esq. Telephone: (212) 728-8000 Telecopy: (212) 7 28-81 1 1 If to Vail to: Tbe Vail Corporation c/o Vail Resorts, Inc. 137 BenclmarkRoad Avog Colorado 81620 Attention: General Counsel Telephone: 97GU5-2927 Telempy: 970-845-2928 with a copy to: : Brownsein Hyatt & Fafter, P.€. 410 l/h street, 22fr F'lcrrt Denver Colorado 80202 Attention: GaryM. Reiff Telephone: 303-223-1 1 1 4 Telecopy: 303 -223 -091 4 A Notice shall be effective on the earlier of (a) actual receipt or ft) hand delivery or the following Business Day after sent by overnight courier for next Business Day delivery as the case may be. Either pafy may at any time drange the address for Notices to zuch party by giving a Notice as aforesaid. k. Default Remedies. If any party herao breaches any provision of this Agreernent and fails to sure such breach within 30 days after wdtten notice thereof (or zuch additionat time as is reasonable under the circumstances), the non-breaching party shall be entitled to any and all remedies, legal or eguitable, which may be available including; without 5454\r2ouo?4t t.l9 'l& limitation, specific performance. All such remedies, including those set forth in this Agreemenq strall be clrnulative. Notwittrstanding the foregoing under no cirsumstances sball Hotel Owner be entitled to temdnate tbe Easementi and Hotel Ov,'ner's sole remedy in the evetrt of a breach of any obligations hereund€r shall be danages, specific performance and/or a declaratory judgment. gacn p;y waives the right to special, indirect, consequential and prmitive drnages, including lost profits. l. Attomev Fees. The substantially prwailing party in any action brough! !o e,nforce or interpret thi- Agreernent shall be awarded and receive its costs and reasonable attorne/s fees (including those of in-house counsel), including for any appellate review- rR. Autlroritv to Execute. Each person orecuting this Agreement re,pr€sents and warrants tbat it is Auty urrft otired to execute this Agreemant by the party on whose behalf it is so executing n. Recoidation. This Agreement shalt be recordod in the real prcp€rty records of Eagle County, Colorado. Notwithstanding the foregoing in the et/snt this Agreeme'lrt is terminated -a "ittrer parry desires to record an instnrmeirt wideircing such terminatioq 9" parties shall preparg execute and record, at the shared o(pense ofboth parties, anyreasonable instrurnent necessary to release this Agreerre,lrt of record. o. Disclaimer of Joint Veirture. This Easemelrt Agreement is not intended to q1g1te ajoint venture, pattt.,r=hip or agency relationship between Vail and Hotel Owner, and zuch joint venture, partnership, oiagency retationship is specifically hereby disclaimed. p. Constnrction. The Parties hereto have participated jointly_ in the :negotiation -d araffng of this Agreement. In the went an ambiguity or question of intent or int-erpretation arises, thii Agreement shall be construed as if drafted jointly by the Parties an^d r1o presumption or burden of lroof shall arise favoring or disfavoring any party by virnre of the authorship of any of tlre provisions of this Agreeme'nl q. Venue and Jurisdiction. Any disputes arising out of this Agreern€nt shall be submitted to a court of compaent jprisdiction located in Denver, Colorado. r. Survival. All terms, cov€f,rants, releases, and indemnities which are intended to survive termination or expiration of this Agreement or any easerrent granted hereunder shall survive such terfilination or expiration. Under no circumstances, howwer, shall any of tbe easements ganted to Vail or Hotel Owner pursuant to this Agreement u:nrive any such termination or expiration. s. Indemnifications. Vait's indemnification obligations under this Agreement (and tbe inderrnity obligations of any Vail Constnrction Successor under this eleemeng shall expire one (1) year after the last of tlre two lmmediately Adjacent Projects is dmplaecl (the "@); provided that any action filed against Vail or any Vait Construction Successor prior to tlre expiration of zuch one-year anniveisary of the Total Completion Date may be prosecuted to completion. The indemnification obligations of all otber Easement Users unds this Agreement sball orpire upon the expiration of the applicable statute of limitations related to the claim underlying such indemnity. For purPoses of this Section 5(s)- 5454\1 20\907,0 I t. t 9 .'t9 'gq@!4!i sball mean (D with respect to the West Day Redevelopnent, the darc that TCOs -" ""dt"bl" for atl comp,onents of the West Day Redwetopr€nt, and (ii) with respcct to tbe Gore Creek Dweloprrent, the date on which TCOs are available for dl of the toumbomes constructed on Gore Cleek Place. [sigrrature page follows] 5454\12090741 t.l9 -2G IN.WrrNESS WHEREOF, Vail and Hotel Ovmer have e,nterod into this Agreement as of the date first above writte'lr. THE VAIL CORPORATION, a Colonado corporation By Name: Title: ) ss. ) srArEorCabea.b I cOUNTy oF €{A€l\e, The foresoine instumcot was acknowledged before me this \${", of Jung 2005, by n U*d\ra,' \ taEt\ tfrs .3.F+ of THE VAIL CORPORATION, a Colorado corporation. Witness myhand and official seal. My commission expires: [Hotel Owne,fs Sigrature Page Follows] fry CwmEsbn ESt$ Eli/200t STilATuRE PAGE- 1 EOTELOWNER: DIAMOI,{DROCK VAIL OW}{E& ILC' Ann F.Chdrilenrrn T{STARY PUBUC -Uolttgornrry Cosnty. ilryll€ nycotrntdm Epfr 0!c. a 2001 ! l'o !o ?-i.. pueuro -."-f,-4*;x;4 $GI{ATI,BE PAGE-2 g@IIJI DESCRIPTION OF TEE WEST DAY LOT I-DT Z,WEST DAY SUBDIVISION, ACCORDING TO THE PLAT RECORDED T\4ARCH IO, 2OO5 AT RECEPTION NO. 908?60, COUNTY OF EAGLE, STATE OF COI,ORADO. Exnen -A'- PAGE I 5as't\r20907{l t.l9 E4@IIE DESCRIPTIONOFGORE PLACE LOT 3, WEST DAY SUBDIVISION, ACCORDING TO THE PI-AT RECORDED il{ARCH IO' 2OO5 AT RECEPTION NO. 908?60, COIN"TY OF EAGLE, STATE OF COI.ORADO' ExHdT'B" - PAGE I 5454\t 2()\90?418.19 E@trs DESCRIPTIoNoFTgELIoNSEEADGoNDoI,APRoPERTY IlT I, LIONSHEAD SDffI{ FILING, ACCORDING TO TI{E PI'AT TO BE RECORDED IN UTE EAAI.E @UNTY, COI'RADO REAL PR'OPERTY RE@RDS' E fitgric'- PAGE 1 5a5.N2090?flt.l9 D(HIBIT D DESCRIPTTON OF TEE EOTEL PROPERTY PARCELA: LOT 1, WEST DAY SUBDIVISION, ACCORDING TO THE PLAT RECORDED MARCTI 10' 2OO5 AT RECEPTION NO. 908760, COTINTY OF EAGLE, STATE OF COLORADO. PARCEL B: CONDOMINIUM LODGE IINTT, TTIE MARIVI.ODGE IN ACCORDA}'ICE WITI{ TT{E AMENDED DECLARATION OF CONDOMINIUM FOR THE MARIVLODGE RECORDED OCTOEER N,1}78IN BOOK 276 AT PAGE 606 AND MARCH 22,1979IN BOOK 283 AT PAGE 344 AND THE CONDOMINIUM MAP FOR THE MARIVLODGE RECORDED T,AANCTT 27,1g74IN BOOK 233 AT PAGE 930 AND THE AMENDED PI.AT OF THE SITE PI-AN FOR THE MARIVLODGE RECORDED OCTOBER '17,1978IN BOOK 276 AT PAGE 607, COUNTY OFEAGLE, STATE OF COLORADO' 5454\1 209074 t 8. I 9 ExHtBrT.D'- PAGE I 54 s/t\t 20\90?4 t t. | 9 gEtrlIE DEPICTION OF TEE TRANSFORMER INSTALLATION EASEME}IT AREA Iattached] ExHtBn'E'- PAGE I o t:1 ( ; EEEE ii #",=rc E'E'-' !w traria! tallratt l*lrraeaFifora.*ral.t|CL l. 1 \r I hi .!.-., Eel 'EE EXHIBIT F-I DEPICTION OF TEE GORE CREEK TIE.BACK EASEMEIIT AREA Iattached] ExHtBF.F.I.. PAGE 1 5454\12090?41 t.l9 .tG l3t-itr lU r]--nr"O!l :E . Jorrall [ii !eL !'g i# $ffifi n;gfi-:l;ii dII AE E E 3II i'i E3g 6= E d,,g =3aI tsr#A (9.,-, FE ,EEE -5tfi -=ei g' /a8- oo EH!P6F L il_._ fliiiortr {r,| =(9 (Dov' atlo-l.r<E lYJ rrFLa{f ;!r ''s g|l'li :rg"illrr |!. 9!lrll IIt,ll \b o l. H!i It It I3[ ;1, Eti I rttr[!til ii$ + fl ,tFw-tr l|!t staa-l.a.{r - .SNOS E SN I II III ? I I I \ ( tII a ! I I IIt I I D(HIBIT F-2 DEPICTION OF TEE WEST DAY TIE-BACK EASEMENT AREA Iattached] Exxran'F-2" - Peoe I 5454\t 209074 I t. | 9 t# 3 ti 6 .(Eo .A o Co ooo o(! ExIoo. c€GI e tr!t t6I oE'a &, co.E G'u Ad i l/ Irl ,,l, tt tl I t I t ,il !l,tit o.+(!-+ o EXHIBITG DEPICTION OF TEE TELEPEONE CONDUIT EASEMENT AREA lattachedl Efils]f-G-- PAGE I 5454\r 20907418.t 9 oo (n d rf. tft q z6-E.ActC €Oglt1., 'rt -, .1 {*;i;ffi .13---.'+:i:ir ..1 il r rl ANTLER.S t I I , ---.|: v .-f I ,.\. I -e I I I I I \ I I I I I 7 ):,r, /!",' / .-t ," {'x"j"I umRlortI IIo Ndtl ADDMONAL VR PHONE CONDUIT PI.AN ALL TETflNE ttT GENEIAL NIO'ES CO'{'AINED ON THE COiE CaEEX PIJ(I ?L^i! (SHEgf C DISSUE !B) AI*'DTECHMCAL e€ENrtro $€oFtc^Ttor{s Aptt-t AxDAi.E $REaY NcoRPolAlED t--1rF6o ffil$*il,ffslH1E;fa"^Lgir-.*EI.IGINEERI}G IT{C t: \t' Scrls t" 3O SHEET I OF3 HSSEi^!3B'flF' . at C-II . l.r--L . Vr:i?.: ffi-F'i-:i:i; | .- " ' .''l I EXHIBIT H DEPICTION OF THE VAIL CONDOMINITJM SPA PARCEL IN LOT I, BLOCK 2, VAIL/LIONSHEAD THIRD FILING; A PORTION OF LOT I, BLOCK 2, VAIUUONSHEAD, THIRD FILING, A SUBDTVISION IN THE TOWN OF VAII. COIINTY OF EAGLE, STATE OF COLORADO DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY POINT OF SAID LOT I A}'ID ON THE SOUTHERLY RIGHT-OF.WAY OF INTERSTATE HIG}IWAY NO. 70; THENCE ALONG SAID RIGHT OF WAY ON THE FOLLO]I/ING FOUR COURSES: (l) N 19o 35' 27" E ADISTANCE OF 73.6 FEET; (2) N 25o 51' 44" E A DISTAIICE OF 178.1 FEET; (3) N 53o 50' 10" E A DISTAI'ICE OF 176.8 FEET; i+i A DISTANCE OF 206.43 FEET ALONG TI{E ARC oF A CLJRVE TO THE RI6HT; sap crrnve HAvING A RADrus oF 3650, A gENTRAL ANGLE oF 3" 74'25" AND A CHORD BEARING W 62" 29'50" E A DISTA}'ICE OF 206.4 FEET; T}IENCE S 23O 2' 46" E A DISTA}iICE OF 307.E8 FEET TO THE SOUTHERLY BOIJNDARY OF SAID LOT 1; THENCE A DISTANCEOF 223.40 FEET AIONG TIIE ARC OF A CL'RVE TO THE LEFT SAID CURVE HAVING A RADruS OF 289 FEET, A CENTRAL ANGLE OF 44" 17'24' AND A CHORD 39,1111NG S 66O 30' 31'W A DISTA}ICE OF 217.88 FEET TO A POINT OF REVERSE CTJRVATURE; THENCE A DISTANCE OF 360.59 FEET ALONG T}IE ARC OF A CURVE TO THE RIGHT' SAID CURVE HAVING A RADruS OF 342 FEET, A CENTRAL ANGLE OF 60O 24'36" AND A CHORD BEARING S 74O34' 18" W A DISTANCE OF 314.12 FEET TO A POINT OF COMPOUND CTIRVATURE; THENCE A DISTANCE OF 4I.37 FEET ALONG THE ARC OF A CTJRVE TO THE RIGHT' SAID CURVE HAVING A RADIUS OF 25 FEET, A CENTRAL ANGLE OF 94O 48'51" AND A CHORD BEARING N 27" 49'OO" 'W A DISTANCE OF 36.81 FEET TO TI{E POINT OF BEGINNING. EXHBF-H.. PAGE I 545At20907418.19 o D(HIBIT I DEPICTION OF THE VAIL SPA ACCESS EASEMENT AREA Iattached] 545.N2O9074 | 8.t 9 ExxtEr "l- - PtcE I o G Uc:aE.ahgR €o'g;.E!q E E o+N+ /, EXEIBITJ DEPICTION OF TTIT PEDESTRIAN EASEMEI\IT Iattached] 5{5fl Zn90?4 r t.l 9 ExHBr'J'- PrGE I o [i ffi L3 ao lE a t! orlo oEI d t-lo IFt( IE IElolllz lE|l||l||alolltoIE lEIJIJl{ IIr|IFlotz -o t-.luoJ =IIt =xoCla a o2 Et,E{, t-2{JI .t .( B' ofzo- |o o lutttoIoEB o F L Eo EE( = i "li il83 ." EE \ \ ..5,*ji..- '-'ry/ '\r."" .fi' 4l:-.ol$:W ')):,'u ,r" -oi1'"rr-fi' EXETBIT I( DEPICTION OFTEE TRAI\SFORMER MAINTENANCE EASEMENT AREA Iattached] 54t{U 20\90711t.19 EXH|BTT.K- - PAGE I o *EEg .F D II.- s?Ea rrr n:|r,|'d0tllr.rt}roattt'Fdtr'ltDldL *; EXEIBTT L DEPICTION OF TEE CONSTRUCTION ACCESS ROAD Iattached] 54sAt 20\90?41t.l9 E)HBtr'L'- PAGE I vlt'sr L,oNsHEA.g . ",o.ff(so' R.v. r/y.J I F LOT 2 2J' rorll@ ACCES3 TAY (cnf^ED Br bls }ul) (sr^rxD ^FEl) .ta? c(raez,a sazalrrstox)(uatnno ar lzts nur/ JO:r rlttt r&aED ilrda, \ \ PtEtit 2 fte4)lfren b req,(zazrDt7t=FE4l F'VAT UruW ETIATIT T'Os'uED'nril.*cf I^rDiDft (cnf^rtD BY llrE rltrr, I t t t I I-t- I I I I I It I I ts \\.l\ I I t t LOT 5 to? 2/.trnre enatttylg rn yl ti\ E)(HIBIT M EOST MARRIOTT LETTER Iattaded] 545lt\1209fi.t1t.l9 E)(HBrr't'- PAGE 1 ' o "/7k^01-i'{. --l \ GnrxsRrw & Hennrro ^ tlgtt trtql^it ootlot^ttol. raDottE t ra l^v5rrr! olo9rrut lrtoo Gr,lrtll?16 utoolt ftl! t .Dl'yll, llfic.vDo tol|oD.D$ 'rErtor!toDaD*9orttDootrtt gtt aD.Dtt -Eftt rrt|trlcl'r'rrtrlrrffat Cibdf.f&llG5!o!{r}rfia--- -13P.* AFlU200l lb.llullErticl Hoa ManioB Ccpcrtho lOl00 Fcm'ood lord &ibcrd4!,D 20lt? Me Frccinilc Jf 0 I r380d132 Rt: Atrplicrtior fo Mrniod Horct trccoactruetio - vd[ coto'ib - A3rccocu rffbVrn Spa Cooitoobiro Allocirris D4rXttE! nt't hftr it bt.Dd{ to- lirm&r rlc agrecarat bfllrcco vd sF co^doprhfinr l*"*Iq cTril spr)'d HosrM'rior Lp (TIM-cl rhanar rlhrsrcd benwca m nd FqyPnrr' Mr:riortr rr$hoeinVu1,of cofuodaUf :,oi AGRIEI'EN" t -HMC rEtcr to :y_?-r c1o{do of apprord o iu :ppffcarior cocrrahj trproposodxrcdortcr!.rioDsrorhcVaillvlrni,onbodpcdiightontbil0p.*gDR rL?g-orrtfDRB? \ iDchsios of r gnvisiol rlar rf,crt ",i'tt t i gro tt r n.rr,Emsq rtc*thcouonuicstio ficilrr^cr go*n or roraans) c .ly othcr strilircr ; daoiJ"- "frrry rtirrucbtdtouTparroftrsruoacn'rrn"crclca'sriortins$mrcof,ictDcEri*or*t trnrotrtlrcf,rocrtr rre ierlporry o FrDrDGor h_p r'c-; subjecr, rc"vtr, ro oc fuvtrloi-rrar trrr'trodr witl DDals-nt tptDrrtDlDcc!, lDcbdils ,*{i r.;t ^i fr pcoolccrt iffuc nnfcr rg!!c3 DrcccDt-r! : qdr'dir ol rpgroral ro it' rlplcadoa rD tl,c DitE tbc bchri(D or.u rarioolyrovisioo tlrt thcr: rr'.tl bc m cxrsriol tig,f,iq3 o[, ot oo Sc tua *uoeilcr .. 4 .lSrCS obtigrtiol.O omlif wirb pa.rg,rrpb t rDow rhrll be rutjcct to r[ oodc,ordlaanco,rulcr. andrcgulatioar 6cdod. rut ud loca[ iovcml4t t rrlot;r ioiit.t,].u utevc.4 tLat uy coodition *nlio:g bcrela oonllicrt utl-ray caac], on6uooe. r"b ; ,,3,rtdto(f'dTl, fi,. o locat) !ildc +{ eoupry wirh d* code, oirruno., rurc * ili"rirrii."a nroconpliancc shorl not be dccracd r trcadl of thh ryr.coceot, r Orc.oi,ouur nicnca o r.rrr, l;i 'f ;' - r l{r.XlrcsErtbb Ald ll,2$f Drca2 3) 9/lllb tbtc dryr rncr tb dat rpo rftlcl lhc coDdhid of rpprotrl io tDlCr rptl*tio fo tlrc crrrrio rttcrdo of rbc lroral contrrrplrbd lt lhb hnr l5tcrocd le Silt! finlt rpporn[vrit Sp ryrur o wirhr]awiu rpp*t rcbqlrb! fs he4qgtapctbcvrilPlda-. -d}5fiffiTctElrD6r.@ oGilbprar' utds tb Vdt Tora Ooilc, Soaior ti-Zt Z. Vril Sp nirha rpr !o trdn .!y ud dl tidr d rppcat it ney bvt corroia3 lbr FDdin3 Mrrrid rpptioaio qpol lb lnt rppoul. rtbrcn to tbe coaditiw rr GootqDtlrGa by tl& lrrcr qtacd. Verymbyoa, gRnt$t^vrHAn}$E . AlofctdoodCltFst&o L{W},'u'GiDtrtF.MdJd$ Tl. lctu tct for0 above ue rgrecd o lyrhcVdt SprOoadodduAloddorod tlod Mrrriott Coryonrioo oo ltrb I lr ty of Aftr. 2001. HOST IIARI|OT CIRPOnAITON oit rt||rhril VAILS?AOODIDSilINIUM ASSOCIAIION or t xltl : l. ..r.:(I o. |+tr|. -lr r XrXlroElitl AFil lt.2Dl hrc2 ,a9 arr -- O . witN! 6!tl dayr da rhc dc Eco tilt ! q -.1#?E- tf ?Eggleg epplicrdo fw$c-;rlcric $rrrdP f qb*l t7 0rir i:ne gtrrc-c ;ira ffi ffi 'ltfi ;;G;-";n&dJrr4+-;=4'.tcdtaDr+lg5igit*!iir;Si"]-J 6;t'd; ;AF! n:tri-r'fi$ b t..DcnDd{ **'+ql rndcr 6. v.ilTor,n coo+scci[i'h't:V,;i#-iE'P n q*:ry:lf:Pf ;;t;t;; ;*+ ;;;ibd i'r-t*-|l'l'e;*o r or ryrmrt dica r rii.o16'1.-. .t cotltqtsrd lt & lar rrlo:d, VcytnlyP. olDtlnAvlHrrrDE Tbg Grral tc fEstL rlon ur r6rtdutyS\tdlSp Coodoobluerocirtlooun$or l'dniot Corp*do c 6ir f F &l of AF!, lml. . v^tr.$iaqNDoiDaNuM ASSOCIAnA! .,r/ atuI-Aalw BOST M/rRruOr CORPO&AltOlf tt! ctEnr-'tta b{fri AlbcrBnr,GmrlI{anF EXHIBITN DEPICTION OF THE TENNIS COI]RT Iattached] EXHIBI''N'- PAGE I 545,tU 2(N074 | 8. t 9 6e ll'tattll 'lJr6!r9lc'o!t rrqd ?C9ll OCleraPelot $ tlrns lqt rtllt4l Fq€!1 aFriS rrritf,fll |tln lu oJnoC aluu.tl i"arv tlr*rrDvpu3 uoF n4rroc uJoou fulD|'l iii rF ' uoseu uB0unoy!|| len DouJBn qlJ ;@ H g * 3 $ PUBLIC PEDESTRIAN EASEMENT AND EMERGENCY ACCfi,SS EAS$MENT GOR[, CREEK PLACE, LLC C'CCP'), a Colorado limited liability company, and THE VAIL CORPORAIION, dlb/a YAIL ASSOCIATES, INC. ("Vail Associates"), a Colorado corporation (sometimes hereinafter together "Grantor(s)"), for good and valuable consideralion, in hand paid or received, hereby grant and convey to TOWN OF' VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado ("Grantee"), whose slreel address is 75 South Frontage Road, Vail, Colorado 81657, the tbllowing easements (collectively the "Easements") with respecl 1o the "Servient Estate" det-rned below: (i) an easement in perpetuily tbr pedestrian access (the "Pedestrian Access Easemenl") over, upon and across an improved pcdestrian access way to be construcled within the Sen,ient Estate (the "Access Way"), and (ii) an easement in perpetuity (the "Emergency Access Easement") for the purpose of surl'ace access acress and over the Access Way by ambulances and small fire-protection vehicles in order 1o accornmodate the ordinary pertbrmance of their l'unclions in emergency circumstances: provided, however, thal any vehicle having a wheel load or gross vehicular weight in excess of 12,000 pounds is specitically prohibited and may not be ernployed in any use of the Emergency Access Easement. Thc "Servient Hslale" shall be comprised of (i) that certain parcel of real property legally described on Exhibit A-l attached hereto (the "GCP Eascmenl Parcel"), and localed within Lot 3, Wesl Day Subdivision, according to the plat thereof recorded March 10, 2005, at Reception No. 908760, County of Eagle, Slate of Colorado ("Lot 3"), which Lot 3 and GCP Easemenl Parcel are owned by GCP, and (ii)thal certain parcel of real property depicted on ExhibitA-2 attached hereto (lhe "Vail Associales Easemenl Parcel") and located within Lot 2, West Day Snbdivision, according to the plat thereof recorded March 10, 2005, at Reception No.908760, County of Dagle, State of Colorado ("Lot 2"), which Lot 2 and Vail Associales Easernenl Parcel are owned by Vail Associales. The Easements shall be governed by and subject to the following terms and provisions: l. Easement Eenefigiaries. The Pedestrian Access Easement shall be for the use of members of ll're general public (the "Public"), and accordingly the Pedeslrian Access Ilasemenl does and shall constilute a public dedication. All members of the Public shall be regarded as invited guesls of lhe Crantee tbr purposes of C.R.S. $ 33- l-103; it is mutually intended by the parties that Grantors have the full benefit and protection of the provisions of C.R.S. $ 33'41-103 in relation to the use and enjoymenl of the Pedestrian Access Easement and the Access Way. Grantors specifically agree that no charge shall be levied by Grantors upon and no revenue shall be collected from any member of the Public for any entry into the Servient Estate lor the use and enjoyment ol' the Pedcstrian Access Easement. The Emergency Access Easement shall be for the benefil of Grantee and bona fide providers of emergency arnbulance and fire prolection services. 682178 : RCFTS|I 2. Duration and Nature, The Easements shall be in pcrpctuity. The Pedestrian Access Easement shall, as set forth above, constilute a public dedication lo the Granlee for the we of the Public; the Emergency Access Easemenl shall constitute an €as€ment in gross for the beneht ofGrantee and its other beneficiaries designated above, and shall not be transferable (with any pulported lransfer to render the Emergency Access Easement null and void and of no further force or efTect at Granlor's election). The Easements shall only confer rights of pedestrian and emergency access across the surface of the Acccss Way, and shall specifically exclude any rights to improve, maintain, repair or replace the Access Way or Servient Estate. 3. Maintenance and Repairs: Liabilities. (a) Subject lo the follorving provi.sions, and lbllowing lnitial Acceptance (as hereinafter defined), GCP at its expense shall be obligated (i) to keep the Access Way in good condition and repair from tinre to time. subject lo ordinary wear and tear that does not materially interfere with the utility and funclion of the Access Way, and (ii) to provide the heat source for the operalion o1'the snowmelt system and €lements lo constitute part of and be incorporated into the Access Way (subject to any subsequent modifications to the Access Way that may be approved by Grantee in the exercise of its municipal powers). (b) The parties mutually acknowledge thal the portions of the Access Way within the Vail Associales Easement Parcel are or u'ill be constiluted by an access pall/ramp (the "Temporary Ramp") which is inlended to be temporary and ultimately replaced by an access path./ramp (the "Lot 2 Ramp") that will conslitute part of the site itnprovemenls for the pending developmenl of Lol 2 by Vail Associates or its successors. ('lhe Temporary Ramp is generally depicted on Exhibil A-2 attached hereto.) The Lot 2 Ramp is to be integrated into the snowmelt systems of the Lot 2 development and maintained by Vail Associa(es or its successors, is lo connecl to the Access Way rvithin the GCP Easement Parcel, and is to be located in substanlially the same position as or to the west of the Temporary Ramp; the Lol 2 Ramp may be redeveloped, replaced or modifred by Vail Associales from time to time, The Easemenls shall terminate with respect to the Ternporary Ramp and the Vail Associates Easernent Parcel at such time as the construction of the Lot 2 Ramp is commenced (and upon demand the Grantee will promptly ex€cule and deliver a recordable wrilten instrunrent evidencing such termination and made in form and substance reasonably satisfactory to Vail Associates). Prior to the construction of the Lol 2 Ramp, the Temporary Ramp will be and remain integraled within the snowmelt systems of the GCP Project (as hereinafter defined), and GCP will provide and pay lhe cost of the snowmelt services 1o the'l'emporary Ramp, and olherwise fumish mainlenance, repairs and replacemenls for the same as part of the Access Way; these obligations of GCP will continue in effecl unless and until GCP is given notice frorn Cranlee that the construction of the Lot 2 Ramp has commenced (and Grantee agrees to give such notice promptly upon comlnencement of the construclion). If the Lot 2 Ramp is never conslructed, such that the notice of lhe commencement of ils construction is never given, GCP's obligations with respect to the Temporary Ramp will be perpetual. In conneclion with the Temporary Ramp and Lot 2 Ramp, GCP and Vail Associates aqree as follows: 68::n r RcHsrl (i) For purposes of the follov"ing provisions, the "Working Party" shall mean, as applicable, (A) GCP rvhenever any work of maintenance, repairs or replacements for the -l'emporar-v Ramp is conducted within Lot 2 by, through or under GCP ("GCP Ramp Work"), and (B) Vail Associates whenever work of construction or maintenance, repairs or replacements for the l,ot 2 Ramp is conducted, if at all, within Lot 3 by, through or under Vail Associates ("Vail Associates Ramp Work"). The GCP Ramp Work or Vail Associates Ramp Work, whichever is applicable in the particular context, is somelimes refened to herein as "Ramp Work"; the property of the other parly on which the Working I'arly conducts its Ramp Work is somelimes refened no as the "Burdened Property"; and GCP or Vail Associates, whichever owns the Burdened Property, is sometimes ref'ened to hereinafter as the "Burdened Party," (ii) Vail Associates hereby grants GCP an irrevocablc license and right of entry over the Vail Associales Easemenl Parcel, and areas adjacent thereto within Lot 2 as necessary or appropriate, for purposes of unde(aking the GCP Ramp Work from time to time, this license and right of enlry being an appurtenance benefiting the ownership of Lot 3 and coupled with an interesl. This license and right ofentry may be used and enjoyed by GCP and contractors and agents engaged by, through or under GCP. This license and right of entry shall remain in effect until the Easements temrinate with respect to the 1'cmporary Ramp, at which time this license and right of entry shall also terminate autornatically and be of no further force or ef'fect. Vail Associates may unilaterally execute and record an instrument evidencing the termination of this license and right of entry, without any joinder in such instrument by CCP, and any such instrument so made and recorded by Vail Associates will be conclusive that the license and right of entry has been lemrinated and no longer encumbers or affects title to Lot 2 in any respect, ln conjunction with the terminati<ln of this license and right of entry, and as part of and in the ordinary course of the construction of the Lot 2 Ramp or any replacements or modifications lhereof, Vail Associates will take appropriate measures to have the Temporary Ramp disconnected from the snowmelt systems of the GCP Project, remove the 1'emporary Ramp or components of the Lot 2 Ramp being replaced or removed. and restore the affected areas ofLot 3. (iii) GCP hereby grants Vail Associales an irrevocable license and right of entry over [-ol 3, as an appurtenance benefiting the ownership of Lot 2 and coupled with an interest, tbr purposes of undertaking the Vail Associates Ramp Work from time to time. This license and right of entry may be used and enjoyed by Vail Associates and contractors and agents engaged by, through or under Vail Associates. The temr of this license and right of enlry shall be in perpetuity. (The licenses and rights of entry granted under this paragraph (iii) and paragraph (ii) above are sometimes referred to herein as the "Work Licenses.") (iv) The Working Party will not cause, pemrit or suffer any mechanic's lien claims to be made against lhe Burdened Property or any po(ion ?('t:JB s RCflSh thereof or intcresl therein that may arise from or irr connection with any Ramp Work r.rndertaken by, through or under the Working Party. lf any such mechanic's lien claim is recorded, then the Working Party, by payment or bonding, shall secure the record release and discharge of the lien claim within thitty (30) days afler its recordation. If the Working Party shall fail to secure that re lease and discharge in a timely nlanner (time being of the essence with respect thereto), then the Burdened Party, at its election and without obligation to do so. may secure the release of the lien claim by any means available, including bonding or ssttlement with the lien claimant, in which case the Working Party shall, within lifleen (15) days after notice of demand from time to time, reimburse the Burdened Party for the Burdened Party's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees, (v) The Working Party shall indemnify and defend and save harmless the Burdened Party and the Burdened Party's employees, agents, contractors, licensees and invitees, including, without limitation, any telrants, occupants, or business or social guests ofthe Burdened I'roperty (collectively the "lndemnified Parties"), from and against any and all liabilities, losses, damages, claims, liens, demands, actions and causes of action, including, without limitation, those pertaining to any personal injury or darnage to property, which may be itnposed upon or suff-ered or irrcurred by any of the Indemnified Parties and which arise out of or in connection with any Rarnp Work undertaken by, through or under the Working Party, together with all costs and expenses, including reasonablc attorneys' fees, that may be incurred by the Indemnified Parties or any of them in connection with any indemnified matter, This indemnity shall not apply, however, to any matler otherwise indemnified to the extent it arises from the negligence or willful misconduct of the Burdened Party or any other Indemnified Party. This indemnity will specifrcally apply, without limitation, to any mechanic's lien claims for which the Working Party is responsible pursuant to paragraph 3(b)(iv) above, and thc obligations of the Working Parly under paragraph 3(b)(vi) below. The Indemnified Parties other than the Burdened Pany shall be third-party beneficiaries ofthe foregoing provisions. (vi) Any Working Party will conduct or cause to be conducted any Ramp Work Lrndertaken by, through or under it in a good and workmanlike mamer, to the end of avoiding or minimizing any impacts on the Burdened Property or any improvements or facilities therein. To the extent any such Ramp Work or activities related thereto nonetheless damage, disturb or otherwise adversely al'fect any areas, improvements or facilities within the Burdened Property, the Working Pany will cause lhose affected areas, improvements or facilities to be restored to substarrtially the same corrditiorr in which they were fbund prior to the undertaking of the pertinent Ramp Work. (c) Subject to GCP's obligations under paragraphs 3(a) and 3(b) above, Grantee covenants and agrees to bear and dischargc any obligations or liabilities that may arise in connection with the use and enjoymeut of the Easements or the Access Way pursuant to the Easements. Without limitation on the generality of the foregoing, 6E?27t 5 RCflStl Granlee shall be solely responsible to repair and restore any damage to the Access Way, GCP Project or l.ot 2 which is caused by em€rgency vehicles using the Access Way pursuant to the Emergency Access Easement. Crantee further acknowledges and agrees, on its own behalf and on behalf of the Public and olher beneficiaries of the Easements, that Granlee and such beneficiaries assume the risks associated with the use and enjoyment of lhe Easements and the Access Way, and shall hold each of the Granlors hamrless from any claims, liabilities, damages or losses thal may be suffered or incuned by Grantee and such beneficiaries in connection with such use and enjoyment, unless occasioned by the actions of the applicable Granlor conslituting gross negligence or willful misconduct. 4. Non-Exclusive. The Easemenls and Work Licenses shall be non-exclusive, and each Granlor shall have and retain the right to use the Grantor's property for any uses and purposes thal are not inconsistent with the use and enjoyment of the Easements or Work Licenses, including, wilhout limilalion, the use of lhe Servient Eslate for access purposes in connection with the GCP Project and Lot 3 or any use of Lot 2, as applicable, and lhe making ofgranls to others ofaccess casemenl rights upon, over and across the applicable portions ofthe Servient Estate. Without limitation on lhe foregoing, and pursuant to plans heretofore or hereafter approved by Grantee for the GCP Projecl, surface driveway and related or ancillary irnprovements and access lunnel and other sublerranean improvemenls (including, withoul limitation, building structures and utilitics) will or may be constructed, maintained, used and enjoyed u'ithin the GCP Easement Parcel in cormeclion with the CCP Project (collectively "Related GCP Project lmprovements'); CCP's retained rights will specifically include rights to come upon the GCP Easement Parcel as necessary or appropriale, in the ordinary course of the use and enjoynrent of the GCP Project, to conduct rnainlenance, repairs, replacements or olher work associated r.r'ith the Related GCP Project Improvements, even lhough damage may resuh to the Access Way (provided that GCP shall be obligated to reasonably restore any such damage), and also associated with the Access Way itself. In conducling any such work, GCP may temporarily banicade or otherwise preclude access across the affected areas of the Access Way in order to t-acilitate the work and also prolect persons and property. (The Working Party will have corresponding rights in conjunction with any Ramp Work.) Granlors agree that Crantors will not otherwise construct any above-surface improvements within the Servient Estate thal would obstruct or malerially interfere with the use and enjoyrnenl of the Access Way. The "GCP Project" nreans the residential townhome project, with related site improvemenls, which is presenlly being developed on Lot 3, as that projecl may be supplemented or modified liom time to time. 5. Running with the Land. (a) The covenants and obligations of the Granlee and the rights, interesls and obligations of the Granlors hereunder shall run with the land and inure to the benefit of and be binding upon Cranlors and their respective successors in interest in and to the ownership of the Servient Estate. the GCP Project, Lot 3 and Lot 2 (and references herein lo "Granlors" or either "Granlor," "CCP," "Vail Associates," the "Working Party" or lhe "Burdened Partv" will include such successors in interest, except 1o the extent such inclusion is precluded by the olher provisions hereof). The obligations hereunder ofeach Crantor thal are orving to lhe Grantee shall be several, and neither Granlor shall have any 68t27E: R('FISll liability lbr any breach or default by the other Crantor of any obligations or dulies owing to Grantee. (b) Each Grantor and its successors in ownership will have liability for any breach of such party's obligations and duties arising hereunder orrly to the extent the breach occurs during the ownership period arrd in relation to lhc ownership interests o[ such party. If any such breach is attributable to the actions or omissions of any owners association established lbr the GCP Project or any developmerrt on Lot 2 (an "Associalion"), or any parties acting by, through or under the Association, the Associalion shall be liable lor such brcach, without any recourse by the claimant(s) to the Association's constituent owners/membersl if such breach is attributable to the actions or omissions of any owner/member in the applicable Associatioll, or any party acting by. through or under lhat owner/nrember. then such owner/member and the applicable Association will be jointly and severally liable tbr such breach. The fact that Vail Associales and GCP are affiliates shall not in any way limit the obligations that each owes hercunder to the other or the other's Indernnified Parties. Each Association will enjoy and may exercise the rights, bcnefits and proteclions inuring hereunder to the ownership of the property which the pertinent Association is formed to govem; without limitation on the lbregoing, the rights and interests specifically retained in favor of GCP under paragraph 4 hereof may be exercised through the Association formed fbr the GCP Project. and will also inurc to the benefit of designees of GCP or such Association, including, without limitation, agents and conlraclors of those parties, and applicable utilities suppliers. In addition, (i) any Association fornred to govern Lot 3 or portions thereof will be specilically obligated to discharge GCP's maintenance and other duties under paragraphs 3(a) and 3(b) above, (ii) arry Association formed to govem Lot 2 or portions thereof will be specifically obligated to discharge Vail Associates' duties under paragraph 3(b) above, and (iii) the constituent owners/members of those Associations lvill not be individually liable for those duties. . (c) Provisions hercof which relieve constituent owners/members of duties allocated to their Association shall be enforced only so long as the Association discharges those duties. 6. Amendmcnts. This instrument may not be terminated, in whole or in parl, or anrended or modified, nor may any right or breach of any obligation arising hereunder be waived, excepl pursuant to a written instrument signed by lhe party against whom enforcement of such termination, amendment, modification or waiver is sought. Notwithstanding lhe various third-party berreficiaries identified herein, the parties hereto, and their successors. w'i1l retain the power and authority to make any such terminations, amendmc'nts, modilications or waivers, or to take any aclions contemplated by the terms hereof, ln addition, and notwithstanding any succession in interest to portions of Lot 3, GCP will retairr lhe right, with the consent of the Town of Vail as the Grantee hereunder (and no other party), to modify the Servient Estate of record with respect to the portions thereof and of Lot 3 still owned at thal time by GCP, and any such modification will be binding upon GCP's successors in and to Lot 3 (and tbr purposes of the tbregoing. the term "GCP" does not include any of its successors in and to Lot 3, unless CCP expressly designates of record any such successor to hold this retained modification right). Moreover, any Association shall have tlre power and authorily, orr behalf of ils constituent 6Etl7t J RCHSjI owners/members, to make any such termination, amendment, modification or waiver, or lake any such action, and bind ils constituent ownerV members thereby. 7. Remedies: Attomevs' Fees. (a) The rights of the parties hereunder rnay be enforced by any remedies provided for in this instrument or available at law or equity, including, without limitation, the recovery of damages, and injunc.tive or other equitable relicf to prevenl the occurence or continuance of any breach or default hereunder, or to enforce lhe performance and observance of the terms of this instrument. All remedies shall be cumulative with and in addition lo, and non-exclusive of, one another; any and all remedies may be pursued either successively or concurrently; and the exercise ofany one remedy shall not be construed as or conslitute a bar to the exercise ofany olher remedy. (b) In the event any legal proceeding arises oul of this inslrument and is prosecuted to final judgment, the prevailing party shall be entitled 10 recover from the other party all of the prevailing party's costs and expenses incuned in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). 8. Miscellaneous. 'lhis instrurnenl shall be govemed by and construed in accordance with the laws of the State of Colorado. This inslrument may be executed in counterparts, each of which shall constitute an original, and which together shall constitule one and lhe same agreemenl. The Easements granted hereunder shall become effeclive upon the due and valid execution and delivery of this instrument by both Grantors and Granlee, this instrumenl's recordalion in the real property records for Eagle County, Colorado, and the completion of the initial conslruction of the entire Access Way within the Servienl Estate, logelher wilh Grantee's approval and/or acceptance ofsuch construction (pursuant to its ordinary municipal police powers) as a requisite to the issuance of all certificates of occupancy for the GCP Project upon full build-out ("lnitial Acceptance"). [Balance ofpage intentionally left blank] 08227t 5 RCFTSH IN WITNESS WHEREOF, Grantors and Grantee have executed this Public Pedestrian Easement and Ernergency Access Easement as of the _ day of 2006. GRANTORS: GORE CREEK PLACE, LLC, a Colorado limited liability company By: VailResorts Development Company, a Colorado corporation, Managing Member By: Name: 'l'itle: S'IATE OF COLORADO ]J ss: COUN]Y OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2006, by as of Vail Resorts Developrnent Company, a Colorado corporation, Managing Member of Gore Creek Place, I-l,C, a Colorado limited liability company. Witness mv hand and official seal. M1' commission expires: . Notarv Public [Grantors' signature blocks continue on next page] ol-?l S XCtlSll GRANTORS (cont.): TI{E VAII. CORPORATION, D/B/A VAIL ASSOCIATES, INC., u Colorado corporation By: Name: Title: STATE OF COLORADO )) ss: COUNTYOFEACLE ) The foregoing instrument was acknowledged before me this day of 2006, by of The Vail Corporation, dMa Vail Associates, Inc.. a Colorado corporation. Witness my hand and oflicial seal. My commission expires: . Notary Public [Grantee's signature block follows on next pageJ sMN.tEE: TOWN OF VAIL, a municipalcorporation, duly organized and existing under and by virtue ofthe laws of the Slate of Colorado ATTEST: Stanley B. Zemler, Town Manager Lorelei Donaldson, Town Clerk STATEOFCOLORADO ) ) ss: couNTY oF EAGLE ) The foregoing instrument was acknowledged beforc me this day of 2006, by Slanley B. Zemler as Town Manager of The Town of Vail, a nrunicipal corporation, duly organized and existing under and by virtue ofthe laws ofthe State of Colorado. Witness nry hand and official seal. My commission expires: . Notary Public By: l0all2?t,s RcFtst{ EXHIBIT A.I Legal Description of GCP Easement Parcel (See the attached) Al-l612??t 5 RCnSfi LEGAL DTJS(:RIP'II ON A PARCEI, OF LAND LOCA-TED IN LOI'3. WEST DAY SUBDIVTSION, AS RECORDED MARCII IO, 2OO5 AT RECETTION NO. 908760, IN THE OFFICE OF ]'HE CLERK AND RECORDER. COUN'TY OF EACI,E, STATE OF COLOfu\DO. III]ING MORE PARTICI.ILARLY DESCRIBED AS FOI-I,OWS: BECINNINC AT THE NORTHWCST CORNER OF SAID LO'I 3. WHENCE TFIE \\'ESTERLY LINE OF SAII) LOT 3 BEARS S I5050'27" E A DIS IANCL OF I22,80 FEET FORt\'tlNG THE BASTS OF BEARING OFTltls DESCNPI'ION: THENCE ALONG SAID NORI'H l-lNE OF LOT 3 N 74" 12'56' E A l)lS'l'ANCfi OF 69.34 FEET; Tl IEN('b DEPARTING SAID NORI'H I-INF. OF LO'I'.1 T}IE FOLLOWINC NINE (9) COURSES: I) 42.99 FEET ALONG A NON-'I'ANGENT CURVE TT'RNINC TO ]'HE LgFf HAVINC A CENTML ANCLE OF 49'I5'59". A R DIUS OF 5O.OO FEET AND A CI.IORD 1VHICH IJEARS N 8I'2I'24" E A DIS'TAN(-[ OF 4I.68 FEETTO A POINT OF REVERSE CURVATURE: 2) 23.8t t'EE-f ALONG A CURVE'ruRNlN(i TO ]'llE RICH',I HAVINGA CENTML ANGLEOF 33"12'03". A fu\DIUS OF 40.47 FEET AND A CHORD U'HI(:H BEARS N 73'31':6" E A DIS'|ANCE OF 23.46 FEET: 3) S 89't4',3j', E A Dls',fn NCE OF 7.49 FEE r TO A POINT OF CURVA'I URE: 4) I5.40 FEET ALONC A CURV[i TURNINC 1'O THE LEFT TIAVING A CENTRAL ANGI.D OF 29OI I'56". A fu\DIUS OF 30.2J T:EEI'AND A CHORD WIIICII BEARS N 75'19'29" E A DISTANCE OF I5.24 FEET TO A POIN-r OF REVERSII CURVATTJRET 5) 20.43 FIET ALONC A CIIRVI ]'URNING TO T'HE RTCHT IIAVING A CEN] RAL AN6I.II OF 33033'08". A RADrt'S OF 34.90 FEE f AND A CHORD Wtllctl BEARS N 78'00'.05" E A DIS tANcF- oF 20.I.I FEF,T: 6) S 87"43'43" E A DIS'I'ANCF OI': I2.57 FI]ET TO A POINT OF CURVA'I'URF: 1\ 12.?3 FEET ALONG A CURVtt TURNINC TO TllE LEFT HAVING A CI:NTtu\L ANCLE ol-- 24043'39', A TT DIUS OF 29.5TI FEE:'ANI) A CHORD WHICII BEARS N 7905{'2?" E A DISTANCE OF 12.63 FEETI 8) N 67'J2'J8" E A DIS'IANCE OF 3.85 FEET'IO A PO]NT OF CURV^'IURE; 9) I5.02 FEIIT AI-ONG A CURVI TURNINC'TO T'HE LgFf FTAVINC A CENTfu\L ANCLE OF 5902I'22'. A RADIT,|S OF 14.50 FEE'I AND A CHORD WHICH BEARS N 37'5I'57' E A DISI'ANCE OF I4.J6 FEETTO A POINT ON THE NOR H LINT OT SAID LOT 3; THENCE ALONG SAIt) NORI'H l.lNE OF LOT 3 N 69042'49' E A DISTANCE OF 21.20 FEET: TIIENCE DEPARI]NC SAID NORTH I,INE OF LOT 3 THE FOLLOWING ]'OURTIJEN (I4) COURSES: I) 25,7 t FEET'AI-ONG A NON-TANGENT CURVE TURNINC TO 1'HE LEFT IIAVINC A CENI'RAL Ah\rCLE OF 75032'21". A RADIUS OF 19.50 FEET AND A CHORI) WHTCH BF.ARS N 89'3'l'15" E A DISTANCE OF 23.89 FEE'T; 2} N 5IO48'2{" E A I)IS'TANCI] OF 8.?5 FEET TO A POINT OF CURVATURE: l) 19.32 FEET ALONG A CURVII',TURNING TO THE RlCl.lT HAVING A CEN IR.AI- ANCLD OF I8OO7'59', A fu\DIUS OF 6I.04 I.EEI AND A CHORD WHICII BEARS N 60052'24" II A DISTANCE OF I9.21 FEET: 4I N 69056'15'I A DISTANCE OF 10.19 FETTTO A POIN'I'OF CURVATURE| 5} I6.34 FEI;'I'AI-ONG .{ CIJRVI] TURNING'IQ't}IE RICHT HAVTNC A CENTRAL ANGLN OF 2l'3l'0 | ", A MDIUS OF 43.52 FEET AND A CllORD "\'HICH BEAII'S N 80"'l?l5" E A DIS'IANCI OF I6.25 FEE'I"|O A POINl'OF REVERSE CI'RVATURE: 6) I{.79 FEET AI,ONG A CURVI] TURNINC TO THE LEI'T HAVINC A CENTML ANGLE OF 45'05'14". A RADIUS Or 18.80 FEF.T An*D A Cl IORD WHICH BEARS N 68'55'08" E A DIS II\NCE OF I4.4I FEFf 'TO A POINl' OI' REVERSI] CURVATURE: 7) 23.98 FEE-T ALONC A CUITVI' TURNING TO TI.IE RTGHT ILAVINC A CEN'TRAL ANCiLE OF 27'I'I'2O-, A RADIUS OF 50.34 T.:EEI'AND A CHORD WIIICIT BEARS N 60'0I'I2" E A DISTANCE OF 23.?5 FItEl: 8} N ?TO3?'08" E A I)IS'I'ANCF, OF 5t.8I FEETTOA POIN'| OF CI'RVATI'RE; 9) | ?.15 T.EEI ALONG A CURVE TURNTNC TO',rHE RICHT HAVING A CEN'.r&\L ANCLIT OF I7'32'39", A RADTUS OF 56.00 FEET AND A CHORD WHICII BEARS N 80"23'28" I' A DISTANCE OF I7.08 FEET; IO) N 89009'47" E A I)IS ANCE OF 3.19 FEET 'fO A POINT OF CURVATURE; Pll 100-l 199\l 146.3\docs\Legal - Lot 3 Pedestrian Easment.doc I I ) I4.29 FEET ALONG A CURVLI ]'URNING TO TI IE LEFI' }TAVING A CF]N'I'RAI. ANCLE OF ] IO49'O]". A MDIUS OF 25.74 FEE AND A CIIORD WHICH IJI,ARS N 73"I5'IO" E A DISTANCE OIT I4.I I I;I]ET TO A POINT OF REVERSE CURVARJRE: I2) I5.8] FEET ALONC A CURVT,'ruRNING'IO T'I-IE RIGII'I HAVING A CIiN-I'RAI, ANGLE OF I6"?8'I8". A RADIUS OF 55.05 FEETAND A CHORD WIIICI.I BEARS N 65'34'5]" E A I)ISTANCE OF I5.77 FItE'f: I3) N 7I'58'22' E A DISTANCE OF 2I.06 FEE'I..I'O A POINT OF CURVA'|URE; 14) r 7.95 FErjT Ar.Ol,ic A CURVti TURNINC 'f() rHE r.EFf HAVniC A CnNTML ANCLE OF 60'32"12". A RAI)IUS OF 16,98 FEET AND A CHORD WlIICH I]TJARS N 4I'42'(|I' E A DIS'|ANCE OIJ I7.I2I:EIJ'T'IO A POIN'I'ON 'I'TIE NORTII LINE OII SAID I.O't ]; -l'HllNcll AL.ONC SAID NORTII LINE Olj LO'I 3 N 69"{2'49" Il A DIS I-ANCE OF 47.88 FEEI': TtlllNCE DEPARI'ING SAID NORI'H I,INE ()F LOT ] TIIE FOLLOWINC I]I-EVTjN ( I I ) COTJRSES: I) S 05'36'56',E A I)IS'|ANCE OF I t.rI FEET; 2) THENCE I3.07 FEE'I' ALONC A NON.TANCENT CI'RVE TURNING TO HE LEFI' HAVING A CEN'|ML ANGLE OF ]I022'43", A RADIUS OF 23.87 FEET AND A CHORD \4'HICH BEARS N 56.06'35" E A DISTANCE OII I2.9I FEET TO A POINT OF REVERSE CURVA'TUIII': 3) 21.4] FEET ALONC A CURVL'ruRNINC TO THE RICI.IT I.IAVINC A CENTML ANGLL, OI; 29'46'17". A RADIUS OF 47,00 F'EE'I' AND A CHORD WI IICII BEARS N 55"I8'37" E A DISTANCTI OF 24, I5 FEET: {) N 70'12'0r' E A DtS'I'ANCE Orr 43. t5I.EE't"fO A POTNT OF CURVATURE; 5) 23.86 FEE TALONC A CURVI: I URNrNC TO TrrE RrCHT HAVINC A CEN1 RAL ANGI-ll OF I4'5I'24', A RADIUS OF 92.00 F'EE'I' AND A CHORD WTIICI.I BEARS N 77'3?'43" E A DIS'TANCE OF 23,79 FEET: 6) N 85'03'25" E A DISTANCE OF 9,87 FEEI TO A POIN'I' OF CURVATURE:.I\ 12.45 FEEI' ^LONC A CURVT] TURNINC TO T}IE LEFI'I{AVINC A CEN'I'RAL ANCI,E OF ]3'58'I7". A RAI)IUS OF 2I,OO FEET AND A CFIORD WI.IICH IJEARS N 68"01'I6" F A DISI'ANCE OF I2.27 FEET TO A POINT OT. REVERSE CURVATUREi 8) ]I.97 FEET.,\LONO A CURVb IUfu\INC TO TTIE RICTIT IIAVING A CENTfu\L ANGLE OF 1063t'.10". A MDIUS Ot'60.fir FEET ANt) A CHORD Wr'llCLt UEARS N 66"205E" E A llls'llN('E oF 3I.59 FEET;9) N 8I'J6'48" E A DISTN NCE OF 40.72 TFEI' 'I'O A POINT OF CURVATIIRE; IO) 27.66 FEET ALONC A CURVF:'I'URNINC'TO THE LEFT IIAVING A CENTfu\L ANCLE OF 90"3]'36". A RADII'S OF I7.5TI FEET AND A CHORD WHICH BEARS N 36'20'00" E A DISTANCI, OF 24.87 FEET: II) N08"56"III"$ADISTANCE()FI.I4FEEI''TOAPOINTONTHENOR'THLINNOFSAIDLOT3: TIIENCEALONC SAID NORIH LtNE()F LOl J N 68"30'09'E A DISTANCE oF 21.2E FEE I: IHENCE I)TPAR'|ING SAID NORTII LINE OF LO'T ]'I'HE FOI-I-O\\'INC FORTYFIVE (45) COURSES: l) THENCE S 22'36' 18" E A DISTANCE OF I7,51 FLE'I TO A POINT OF CU RVATI'JRE; 2) 'I-HI'NCI I5.6I FEE'T ALONC A CI]RVE TURNING 1A'TH[, LEF-[ HAVING A CENTRAI. ANGLE OF 87"2I'29", A RADII.',S OF I0,24 FEET AND A CHORD WHICH BEARS S 66"I7'03' E A DISTANCE 0F 14.t5 tjEll't; 3) THENCE S 08"01',58" E A DtS',t ANCI OF 6.]9 FEET; 4) THENCE S 52"4017" w A I)ISTANCE OF I2.23 FEET TO A POINT OF CURVA-I-UREr 5) TI IENCE 14.52 FEE'I ALONC A CURVE TURNINC TO TI IE RICI IT TT VINC A CENTRAL ANCLE OF .19"42'35". A RADIUS OF I6.74 FDET AND A CI IORD WHICTI BE/\RS S 77"] I'55" W A DISTANCE OF I4.07 F[II'T: 6) THENCE N 79"l4'21" w A DIsI'ANCE oF 3,58 FFET TO A POINT OF CURVATURET 7) THENCE I5.56 FEET ALONC A CURVI TURNINC TO THE LEFT }IAVINO A CEN'TRAI, AN(JLE OF 27'5I'36", A RADIUS OII32.OO FEIIT'AND A CHORD WIIICII BEARS S 86".19'5I " Ii' A DI S ANCE OF I5.4I FEET TCI A POI N'I' OF REVERSE CURVA'II.'REI 8) |HIINCI 13.26 FEET ALONC ,\ CURVE IURNINC TO TllE RlCllT ttAVlNC A CEM'R.\L ANGI-E OF 9"26'I9" A RADIU.S OF 80.5I FEET AND ,\ CHORD WHICH BEARS S 77"37'12' W A DIS-TANCE OF I3,25 I:IJET:9) fHh.NCE S 82"20',2r" !\' A DIS TANCE OF 39.55 FIDT TO A PONT OF CURVA|URE: I0) THENCT: 23.9.1 F[nT ALONC A CURVE IURNING l O l HP I-llFT HAVING A CENTRAL ANGLE or 12'25'15" A RADIUS OF 42.30 FEEI ANI) A CIHORD WHICII BEARS S 66"07',39" W A. DISl ANCE OF 21.62 FEET TC) ,\ POIN I'OF RtiVERSE CI.IRVATURE; PJI 100-1 199\l 146.3\docs\Legal - Lot 3 Pedestrian Basment.doc II) 'TI.IENCE 20.24 FEET ALONC ACURVT TURNINC TOl'HE RIGHT HAVINC A CENI'RAI- ANCLF, OF 35"08'29', A RADIT'S OF ]3,00 FEET AND A CFIORI) WIIICIi BEAR.S S 67'29'I I" W A DIS'f.\NCE OF t9.92 FEEI'; I2) TTIENCE S 85003'25' W A DISTANCE OF 9,8i FEEI'TO A POINI' OF CURVATURI;I]) THEN('E 20,74 FEET ALONC A CTIRVE TI,IRNING 'I'O-I'HI: LEF| IIAVINC A CENTRAL ANGLE oF r'r.51'24', A RADTUS OF 80.00 FEE TAND A CHORr) WHICH BEA t{S S 77.i7'41' W A DISTANCE OF 20.69 FEETI 14) THENCE S 70"I2'OI' W A DISI'ANCE OF 43.I5 FEET TO A POINT OF CURVATURE: t5) l llENcE I8.19 FEET ALON(j A CURVE TURN INCj TO THE t.EFf |{A\4NC A CENTRAL ANCI.E OF 29" 46'47".,\ RADIUS OF 35.00 FEET AND A CIjORD WHlCtl BEAR.S S 55'18'37" w A DISTN NCE OF I7,99 FEET TO A POINT OTJ RIIVDRSI CURVATURE: I6) T1IENCE 34.02 FEFJ ALONC A CURVE'I'URNINC 'I O ]'HE RIGHT HAVINCi A CEN'III,AI- ANCLE OF 54'20'19". A R4DIUS OF 35.87 FEEI' AND A CHORD WHICH BEARS S 67"35'23" W A DIS'IANCE OF 32.76 FEET; t 7)'l HF;NCE N 85. r,1',27" W A Dl S]'ANCE OF 6.29 FEET TO A POTNT OF CT.JRVATURE: I8) I'IIENCE I5.06 FEET ALONG A CURVE TURNINC TO'I'HE LF-N' HAVINC A CENTRAL ANGLE OF 'I4'I5']]'. A RADIUS OF I9.50 FETJT AND A CHORD WHICH BEARS S 72"37'4'1" W A DISTANCE OF I4.69 FEET: 19) THENCE S 50'30'00', W A t)ts'l ANCE OF B,47 I.;EET TO n p0tNl OF CTTRVATURE; 20) TIiENCE I7.77 F'I]E'I'AI-ON(; A CURVE 'I'URNINC'IO'THE RICI{T }IAVINC A CENTML ANGLE OF 3I"47'49", A R DIUS OF 32.02 FEET AND A CHORD WHICH BEARS S 66'23'54' W A I,ISI'ANCE OF I7.55 FEET TO A POINT OF REVERSE CURVATURF.; 2I) THENC:E 30.24 FEE'I'ALONG A CURVE TURNING TO'I"I.IE LE!'I }IA VINC A CENTMI- ANCI-E OF 20"20'26', A RADIUS OF 85.I8 FFJET AND A ('HORT) WHICH BEARS S 72"07'36" W A DIS'|'/\NCE OF 30.08 FEET T() A POIN'I OF REVIRSE CURVA1 URE; 22) '|'HENCE 21.4r FEET ALONC A CrJRVfj TURNTNC'rO',t'HE RTGHI FtAVrNC A CENI'RAL ANCLE OF 27'40'28". A MDIUS OF 48.47 FEI'T AND A CHORD WHICH BEARS S 75'47'J6" W A DISTANCE OF 23. I8 FEET TO A POIN]' OF REVNRSF] (-TJRVA'I'URE: 23) THENC'E I3.48 FEET ALONC A CURVE TURNINC 'I'O'THE LEFT TIAVINCi A CEN'TML ANGLE oF r8.28"16", A RADITJS OF { t.79 FEFTT AND A CHORT) NHTCH BEARS 5 80'23',28" W A DISTANCE OF IJ.42 FEET: 24)'THENCE S 7t.17'08" W A DISTANCE Olj 55. | 7 ljF:gr TO A pOtNT OF C|.IRVATURE: 25) I'HENCE 15.37 FEET AT.ONG A CURVE',TURNTNC'tO l HE LEFr HAVINC A CENTRAL AN(]LE OF 27"]5'14", A RADIUS OF 3I.92 FEE'T AND A CIIORI) WHICH BEARS S 57'493I' W DISTANCE OF I5,22 I.'EE1'1'0 A POIN'T OF REVERSE CURVATI.JRII; 26) THENCE 24.J7 F'EE'T ALONG A CURVE TURNINC TO'I'IIE RIGTIT HAVING A CENI'RAL AN6LE OF 49".16'29'', A RADIUS OF 28.06 FEET AND A CHORD WHICH T}F]ARS S 68"5J'08" W A DIS'IANCE OF 2],6I FIIET T() A POINI'OF RDVERSF] C(IRVATURE: 27) 'THENCE I I,87 FEET ALONC A (URVE TURNING'TO'I HE LEFr H,AVING I\ (]EN'[ML ANCLE OF 26"12'16''. A RADIUS Ol'?5.96 FEET rlND A CHORD WI{lctl BEn RS S 80'12'15' w A DrsTANCr.: OF tt.77 FEF:I'i 28) TI.IINCFJ S 69'56'45" W A DIS'IAN(:E OF ]9.93 I,EE'[ TO A POINT OFCURVATUREI 29) THINCE 15.09 FEE'| ALONC A CI.JRVE TURNINC TO TIII I,EFT HAVINC A CIN]'RAL ANGLE ot' 17"38'40" A RADIUS OF 49.00 FEET AND A CHORD WHICH ITEARS S 6ro0?',24" W A I)IS'TANCE OF I5,03 FEET; 30) THENCE S 52"18'&" w A DIS'IANCE OF 9,51 FEEI'1OA POINT oF CURVATUREI 3l ) THENCE 18.70 FEET AI-ONC A CURVE IURN|NG f() THE RICLIT I{AVII.IG .{ CENTRAL ANCLE oF 3j'28'{6',, A ttADlUS OF 12.00 I'EET AND A CHOR_D WlnC| t I UEARS S 69'02',27' W A DISTANCE OF I8.43 I'EET: 32) THENCE S 87"08'I I" W A DIS]ANCE OF.I.]3 FEETTO A POTNT OF (URVATI'RN: 3l)'THENCE t8.81 FEEI'ALONC A CURVETURNINCTO THII I-EFT HAVINCA CllN'l RAl- r\NGLII OF ]6'15'08", A RADII.,S OF 29-72 FEET AND A CIIORD WHICH BEARS S 69'00']7' W A DISTANCE OF I8.49 FEFT: 14) THENCE S 50'11'38" W A DTSTANCE OF 7,09 t EE I l O A POrN'r' OF CUR VA rURE; 35) '|HENCE I I-]6 FEET ALON(; A CURVE TURNIN(' 1'O THE RICH'I'HAVING A CENI'RAL ANGI.I] OF I2'OI'06'" A L{DII.,IS OF 5.1.I5 FDET ANI) A CHORI) WHICH BEARS S 56'45'I I'W .\ DISI'ANCE OF I I.34 FEET; 36) HENCE S 67"]0'57' W A DISTANCE OF 3.45 FEET TO A POINT OF CURVATTJREi 37) 'IHENCL' 20.22 FEEI- ALON(; A CURVETTJRNINC TO TI]E RI6HT HAVIN6 A CENTMI- ANCI.F. OT 54"22'23', A RADIUS OI- 2I.3() FEET AND A CHORD WHICTI BEARS N 8JOt7'5I" W A DISTANC:E OF I9,t7 FEE'I TO A POINT OF REVERSE CURVATURE: P:\l 100-l 199\l 146.3\docs\Lesal - [-ot 3 Pedestrian Easment.doc l8) TIluNcH 9.34 FEET ALONC A CURVE]URNINC'rO'l'HE LEr*f I{AvlNC A CDN IRAL ANOLE OF JO"10'46'. A RADIUS OF I7-73 FEET AND A CHORD WHIC}I BEARS N 73'I2'O]'W A DISTANCE OF 9,23 FEET: 39) 'fl.IF.NCE N O7%3'43' W A DISTANCE OF ].52 FEET'fO A POINT OF CURVATIJRE; 40) THI]NCIJ 16.12 FEEI'ALONC A CURVE TURNING TO TI{E LEFT FI,AVING A CtiNl'RAL ANCLE OF 28'32'25". A MDIUS OF 32,]6 FEE'I'AND A CHORD WHICH I]EARS S 78"00'05" W A DISI ANCE OTj I5.95 FEF;T TO A POINI'OF REVERSTJ CURVAI'URE: 4I) TIII]NCII 19.14 FEETALONC^ CURVE 1URNINO TO'TIIE RIGITT I.U\VINC A CENTL{L ANCI-E oF 2.1"26'12'. A RAD|US OF 44.87 FEET AND A CH0RD WHrcrr BEARS S 75'56',59" W A DIS'I'ANCD OF I8,99 FEET; 42) ITIENCE N E9'34'33" w A DISTANCEOlj 7.67 rHEl 'l'O A POIN'I oF CURVAI'UREI 4l) l lltiNCri I7.22 [:EE I ALONG A CURVE, TURNINC lO'l llE l-h,l--T tlAvlNC A CEN'rML ANGLE oF 30"5t'05". A MDTUS Ol:3 t.97 FEEI'AND A CHORD WHTCH BEARS S 74'59'55', WA DIS-| NCE OF | 7.01 IjEET TO A POINT OF REVERSE CURVAl'ttREl 44) THENCE 42.06 FEET ALONG A CURVE T1JRNING TO THE RIGHT TIAVINC A CEI.iTMI. ANCLE oF 29'00'21'. A RADIUS OF 83.09 I.'EE1'AND A CHORD WHICH BEARS S 74"04'33" W A DIS'I'ANCE OF 4I.62 I:EDT; 45) THt liicE S ?4'10?3" W A DISTANCE OF 73.t5 r.EEI TO A PolN r ON-rtlE WEST LINE Or SAID LOl'l: TIIENCE N 15'50']0" W A DISTANCE OT I3.OO FEEI'TO THE TRUE POIN'I OF BECINNING SAID PARCEL CONTAINING 0.248 AC:RES MORE OR I.E.SS, BRT:N'I' BIGGS PI-5#27598 FOR AND ON l}ID BEHALF OF PEAK LAND CONSTILTANTS. INC. 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HH:ffi- { - <)(*a**ootrr*,.t €- urfiflsqrm'-rg 6i {o/r* \ucx* Temporary Ramp (also Vaif Associates Easement Parcel) rct{Ttilo llograD amE3SllrE@WmlrllESt|0d.d' l|ltr|lh'|Er llDlE Lo-i.*ariun-.--iEED-rr!-b )ccssosmtnr P lltLgrT El"Ar! |b hdr drrrtf ||ord S..Hrrta,cllddd.!fldralll S:l3l tl)llcE {.P{JGrJr ulJl,fslnlE4 att@ CfLlaltll2D{Blb.Er (t) tg(,) - Eq B F* P FE H Ii 6E Eeo(, VAIL RESOITTS DEVELOPMENT COMr I.TY H llll|(lrE|xoN EF tlta* r.r -1,:t ltv!5i DAtt fl tDll D(t ddt alrtq Crt 6lrat d anlr.AF:,.. ra l&€Nrir r altarl IAID'GA'I TAYOUT& I'ATERIATS L-2 BTDGS.5 - 8 oPeroloJ lt"A rc.I,t-CISIIM'(IVAHSNOII stJNilqrsflu x!#IuJ iluoc C\oe3t, J E7 P3g lrr =83o(r*v. u$iirlir{r E 5|$3gd{41 aild{HEjgll at"\rll E-rNI e2 3iH?IqSE9 EFU:>6 ':.'.I(l t'..\ \ l"tc: .I t\ t\\\ll --_t \",l I\\ \ \>l\.l\\'rrl \ @= IJ( trl1>lil <l ul -11tul rl Izl <l r-11 --iT =-t-Flq u)18 ( F{l 1fs!l Is .tq.\l "! 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V1Uamas COBTTMPACT:SCEEDULE IMPACTi_ TO:PIIOITIE: I'AXr 72&J06-7103 970-t4rg9tl REQIJEST: In refcreEc to Ml -fB & A213, tte boilcr cod vcd litc it i! &ilro o tLe Eac Etcrrdo oc A213. T tE .it intrkr 3{d b fiuE b$ to bc within 24t of crcb otbcr borizortally accodiog b nrslrfrctrrrr spacif,cetionr, it also cr-not termimtc like tt$ detd oE the Eact €lsvrti6|,l above rbc nuJccup sir nrtakc. On SbcEt Ml-lB fu pltnr all fr 3" Flucs, rbc ooufrstrtrrpecificr 4' Ouee. Ptcrre spe attaclred docrmerrttimfrm,noufrctrcer, Plcerc zdvirc- IIQUE8TEIITY: SIGIYf,D; t-A. Ncbor &, ArochEs DAIE; ColqD-Wbt ANSWER: 1' WC fu+rn- fiur- W eflWffi^l Llt85 A?E- w w tN+rftur> b Abult 0N frE'A\rfu*4FD 5f,F-qs wL pzstht.l- nf,SPtOl{l)D,D BYr 5TG}{ED.BY: 7.r|nf DAIT. wJ cn'on o.|'rt /e, /o6 ?J9t aaa LatuJ rrt.lr{ ?llea cAe-FTRED wArER BotLER - Vent Sup o ple ment o J.z,r>{Pt B CNtalllE-E-l(:l PAbb. g2 4 VenUair termlnatlon - sidewall Follow iqAucdoor bclow v/h!a damrrainiil vot locrtioo o rwid pontilitT of r*rrrc pcrscrd hlwn dcatl. or gubgtrntirl eropcrtT dsurga Ffgun3 Slftud Enrlnetbn ot dr a t|.nt(tlfiy ltt flis0|ar'€''t n&.i, lr''niretwr 4 wo.ld rd Fovib the ftirififit 12 ind, tctniartc rdjeccut to rbe pdl or bdow build,iog /vr.osiont sush rs cavcq, ;nrapctl balconi,es or dccb. Fulure r corytycould tmft il scn=c pcrotd inju7, cicrrh or rubsanrial propcrT drm4e Afi , t$il y',sttefgn W otn a a ffitlo/'+.wfr,,rexhry'i'gta rao loz b pra\ridc aL E htfitn 12l'€,lc/d'/iltg'.J f. Do -trgt tErEi! c rbow ray dsor or wi.adorv. COn.ra.-tr 316 f,c4q cn'.sr^3 i.t fuedoDr. ;. Locaa w gurd yrur ro prlnut caodegtt rlrrtagc to acrior finirber. 5. Maiatrildcsaacas *sbowa b ligrucr !, ,1, atd ipagc E, 9 end 10. *o -.ior-;- thi folloviup I \@ Ertrt unriortr: ' At l!.tt 6 E* 6em rdjrcnr raIL.. No cloralrir"u 5 frct bcJorv roof orrtrirog. .f,tlsa7 ftrt rior* ru7 gublic wrlh*r7.. Atlar 3 r-r rbor ray 6rred dr int*e nidrin f0ftct ' No &s tLea Ll ixlcs brbr q loriroadlfto acf door or wloddln ot ral odrcs gryirl rL inlct I r{b idrt ru.r iaolar a hert l!l'eborc gr& or sngr linq ar hasr U' bchr 6. rrnt tcoinrtioo: rod tbc vcat Pipc nurt not ccmd rrorr tjre! 24. vrsticrllt outldc thc buildiag rr rhorru in plgtrr t. Do bot raainrt! do..r ro { fra hodroildy fro6 er7 .lecEic rrc*, 6rr Ersrcq r6ulrbr,, relld urlvc c o&ct cqTncnr, NEyE rlrrlilrtr $svr or bdow eay of dr:rc wi.dria I bct horhonrly. N|ffil Incdlation nDst conlrly riith locrl rc$riredcuts aDd wltit thclr-rtiond Frd Gar Cod., A!l$ Z22t,f ftf U.S, instdlrtioDr or CSA Bll9.l or Blil9,2 for C|lrrdi|n iusnlledona Dctonnlnc loaation tocrt lhc vat/at tcrnia-*ioar usiag tba fcllowiag $d&liDcs: r- lAc nul kngtb of piping 6r ltot or efr nurt lot c*g3dtr li'nirr drnilr'fzbk 2, FgE lZ thc afo pipia; Errrt tcrnirntr ia e dowo.tl:ocd dbory rr shorm ir Figue 3. Thir anag:ucot ovoi& redrcrrletior df Buc productr lato'coobusdon eL srrcas. t, Tbcwqtptpirymucterabrtaiaal dbow poiled o$qrrd or rtrt froE 6c rir isilcq rr rbowE i! Fryar 3. You rnusi considrr tba gurroundings whcn tcnuinetng ttc vrot end eir: r- Eoahirr tbr rtnt Crsioda rrtctr rryol: will lot du:5: ncrrby llnle. plau or ai colditiouing cg:iprut or.ba objcaionrhlr . b. rlu lucpoibasvitr fu ercieablcpfrE u6rt ocrdrcr b old dr- Awlil rra wlrre rlr Alaarr. ooldobru*rvin&rrisr, c ltrniling a& could cerrc fi-an6 ofcoldoan end rrt.r/kB bunAry rrfurr tur pnduro bpingr oa brrldiag rorficrc or plloc d",fddpodikyof .cdd.6tdr6lcroflluepoih*tr wirb propL or pzt, .- Do Eot Ist! ir trtaindonr rrficrc wiod cddicr ould rfrc pctrrnurr or grure racirgdaqir* rwi rr iod& buildin6 colle* tcrr rdjecat ldldl4r orIrbet wia&rvtr:l+ elirrds, rltunr. catrtFr& or othrr rrrssssd rrar. b. t{!|trtr,ig * *!+- eon lil *'.,*.f,F.f* mlah|---'i.e,'.* .!-,a - Do nct erd rlr mrrianra lerrgrhr of thc outridc Y€n,t pipirg rhcwl i.n Figr$ t. 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