HomeMy WebLinkAboutPEC140042_Ground Lease_1416859440.pdf03/14 '96 10:51 ID:LfiNIERFAX3800 FAX: PAGE 2
Tbat caiain Grouud 1.e11e madO·IQcl cu.te1e4 iDlo OD du: 31.t ~of J~1111y, 1986, b7
bdw0111alul P. MoBridc (hcrcblafter, "Ltudtotcl") Md 8.:on Davld Oonuch wt.It
Gor&uob. Joint tcnlldl wtch npt of aumvonhip (hereinafter, "Tmmt"). lft'9'dDg tho
prtmj•ea ta.ntifiod N\4 lc1ally deaeri.bod in JrXblbit "A" anaebed har«o, is hereby 1Dod
ad amca4ed u rollow1;
P•'81'1J1h 3 .l of laid 1euo. mtillcd, ''Beats," ti hortbY dolcttcl ta ita IAUrecy 1ad O>.a
following parqraph ii bt11by 1ubltituted therefor:
Stenln& .fu . .L 1996, md contiAuma unall ...JitN 11 . jqq-z. rmti lh.U. be s~·, Ill p~r aoath. lbereaftu. rentl·ahlll be Jncreucd every _i_ y
al with tbc rent paJmCDl 4u on tho bt of fCJ81tMAGJ' __ •41&\j
thereafter on. the ftrll or ua., every -yom by aclcl a per ~ont
llllllUA to Ibo rwt iD. orrect prior to tho lllc\f\latmalt date. *' TH1t s (."1)
.Par1arapb.a 3.2 (ontitlDCl "Perccmqe Rtat"), 1.3 (aDtltle4 "Oro11 aeae)ftl DeDud"),
3.4 (utltlcd "Fbwicial llecordt") ad 3.5 (llllitled ''Audit.") uo bm'by 1tdckcn U. their
attiretf 1114 aro of no fmther force ud ertcct.
All o1b.cr tmDI and ~onditlona in lbe Gro\lll4 Lease romain ID twl toter: end effect a
11.eralnlbove m.odJfted.
JN Wl'J'NBSS WHJiRBOF. lho putlaa hereto me cxocutod dUt Amendmept thl1 _tr 4')'
of Mud&, 19g6.
Fee. I ,qq7
\\ , tJ"18' .
,, ltftt~
ti 2000
e--fo · I etc ·
/ \.
03/14 '96 10:51 ID:u:¥\JIERFAX3800 PAGE 3
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STA TB OF COl.OIVJ>O )
) H,
COUNTY OP Ea1le )
The fortaolq imtrument wu a;Jinawlcqod before mo tbb .JJL.~11 of Much, 1'96, :Y
1obn P. MoDrido as Lllldlonl.
Wiblos1 m, band and ottlctal seat .
. My .qo~O:ll expires: I { /?P ff? . ~. ·O· ·.
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. /f"I {·J· ,' '-: ' :· ... ~· .. c' :::
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STATB OF COLOllADO )
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COUNTY OP Bqlo )
Ill.
or..yl'ubUc
-~ M, RHINEHART I NOTARY PUBlJC
1148 A8'1!N VIUAGE BOX na WOODY Clalt, 00 81tll
\AV r.QMt..otl ..... ,1/IOlll
tho foroplDg lnluum.eni was ackuowlodgtd l>otoio me aw~ dq of Much, 19»6, y
Soott David Gotsuo'h ancl ll Katherina OomlOIL u TOD.ant.
Wlbloat my hllld 1Dcl official BOil.
Notuy PubUc
P~••
GROUND LEASE
THIS GROUND LEASE (the "Lease") is made and entered into this
Jlst day of January, 1986, by and between JOHN P. McBRIDE, whose
address is 303 E -All.BC, Aspen, Colorado 81611 ("Landlord"), and
SCOT'.r DAVID GORSUCH and R. Kl\TllERINE GORSUCH, joint tenants with
right of survivorship, whose address is 263 East Gore Creek Drive,
Vail, Colorado 81657 ("Tenant").
THE PARTIES HERETO DO HEREBY MUTUALLY COVENANT AND AGREE 11.S
FOLLOWS:
1. LEASED PREMISES
Landlord, for and in consideration of the rents, covenants,
and agreements hereinafter reserved and contained on the part of
Tenant to be paid, kept, performed and observed by Tenant, hereby
demises and leases unto Tenant, and Tenant hereby leases from
Landlord, that certain real property in the County of Eagle, State
of Colorado, more particularly described on Exhibit A attached
hereto and made a part hereof (the •Leased Land"), Concurrent with
execution of this Lease, Landlord has sold all the currently exist-
ing improvements on the Leased Land to Tenant. The Leased Land and
improvements are hereinafter referred to as the "Property."
2. LEASE TERM
2.1 Initial Term. TO HAVE AND TO HOLD the Leased Land
unto Tenant, its successors and assigns, for an Initial Term com-
mencing on February 1, 1986 {the "Commencement Date") and expiring
60 years thereafter (the "Initial Term"). As used in this Lease,
the phrases "Lease Term," "Term of Lease," ""the Term hereof," or
words of like import shall refer to the Initial Term of this Lease,
together with, in any such case, any extended term.
2.2 Landlord's Options Upon Expiration of Initial Term.
Upon expiration of the Initial Term, or upon any other termination
date of this Lease, the Landlord shall be required to do one of the
following:
(a) Landlord may purchase the buildings and other
improvements on the Leased Land at their then current
fair market value, which shall be determined by the
Landlord and Tenant. In the event Landlord and Tenant
cannot agree upon the fair market value, the fair market
value of the improvements shall be determined as follows:
Landlord and Tenant shall select an MAI appraiser satis-
factory to both. The appraiser shall then prepare an
independent appraisal of the improvements determing fair
market value of the improvements. Landlord and Tenant
shall share equally the cost of the appraiser1 or
(b) Landlord may elect to sell the Leased Land to the
Tenant at its then current fair market value, which shall
be determined in the same manner as described in
Section 2.2(a) hereof for the determination of fair mar-
ket value of the improvementsi or
{c) Landlord may negotiate a new lease covering the
Leased Land. In the event Landlord and Tenant cannot
agree upon the terms and provisions of the new lease
within ninety {90) days of the expiration of this Lease,
Landlord may elect to exercise his rights as set forth in
either Section 2.2(a) or (b), above, or enter into a new
lease on the same terms and conditions, with the excep-
tion of the rental amount, as contained herein. The rent
for the first five (5) years of any new lease shall be
determined pursuant to the provisions of Section 3.1 and
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rJ.jJJ)A<Nvn"-
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shall be equal to the amount due Landlord as if this
Lease had continued in effect entitling Landlord to
redetermine the minimum annual rent.
3. RENTS, PERCENTAGE RENT, GROSS RECEIPTS DEFINED, FINANCIAL
RECORDS AND AUDIT,
3.1 Rents. Tenant shall pay to Landlord for the use and
occupancy of the Leased Premises during the first five (5) years of
the Initial Term of this Lease, annual rental of $100,000, payable
in equal monthly installments of $8,333 on the first (1st) day of
each month. At the end of. each five (5) years of the Term, the
minimum annual rent for the succeeding five years shall be estab-
lished. such minimum annual rent shall be determined by multi-
plying $100,000 by a fraction, the numerator of which shall be the
Wholesale Price Index for the State of Colorado for the year 1986
and the denominator of which shall be such index for the year of
redetermination. Such minimum annual rent shall be payable in
equal monthly installments on the fifteenth (15th) day of each
month during each succeeding five (5) year period, Notwithstanding
the prior paragraph, in no event shall the minimum annual rent dur-
ing each five-year period be less than the annual rent during the
previous five (5) year period.
3.2 Percentage Rent. In addition to the minimum annual
rent for any such year after the Initial Term, Tenant shall pay to
Landlord an amount by which two percent (2%) ("Percentage Rent") of
the gross receipts as hereinafter defined exceed the minimum annual
rent for such year. Such excess, if any shall be payable within
thirty {30) days following the end of each such lease year.
3.3 Gross Receipts Defined. The term "gross receipts"
as used herein is hereby defined to mean gross sales of Tenant and
gross sales of other tenants of the Property, and of all licensees,
concessionaires and tenants of Tenant from all business conducted
upon or from that portion of the Property occupied by Tenant
whether such business be conducted by Tenant or by any licensees,
concessionaires or tenants of Tenant, and whether such sales be
evidenced by check, credit charge account, exchange or otherwise,
and shall include, but not be limited to, the amounts received from
the sale of goods, wares and merchandise and charges for services
performed on or at the Property, together with the amount of all
orders, including catalogue sales, taken or received at the Prop-
erty, whether such orders shall be filled from the Property or
elsewhere, and whether such sales be made by means of merchandise
or other vending devices in the Property. If any one or more
departments or other divisions of Tenant's business shall be sublet
by Tenant or conducted by any person, firm or corporation other
than Tenant upon or from that portion of the Property occupied by
Tenant, then there shall be included in gross receipts for the pur-
pose of fixing the percentage rent payable hereunder all the gross
sales of such departments or divisions, whether such sales be made
at the Property 'or elsewhere, in the manner and with the same
effect as if the business or sales of such departments and divi-
sions of Tenant's business had been conducted by Tenant itself,
Gross sales shall not include sale of merchandise for which cash
has been refunded, or allowances made on merchandise claimed to be
defective or unsatisfactory, provided they shall have been included
in gross sales~ and there shall be deducted from gross sales the
sales price of merchandise returned by customers for exchange, pro-
vided that the sales price of merchandise delivered to the customer
in exchange shall be included in gross sales. Gross receipts shall
not include the amount of any sales, use or gross receipts tax
imposed by any federal, state, municipal or governmental authority
directly on sales and collected from customers, provided that the
amount thereof is added to the selling price or absorbed therein,
and paid by the Tenant to such governmental authority. No
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franchise or capital tax and no income or similar tax based upon
income or profits as such shall be deducted from gross receipts in
any event whatever.
3. 4 Financial Records. '1.'enant shall keep available a com-
plete set of records on the current operation of the Property and
will make the same available to Landlord for inspection or auditing
at any time. For the purposes of ascertaining the amount payable
as rent, Tenant agrees to prepare and keep conveniently available
for a period of not less than three (3) years following the end of
each lease year adequate records which shall show daily receipts
from all sales and other transactions whether for cash or credit
from that portion of the Property occupied by Tenant and all rental
income received thereunder. Tenant further agrees to keep
conveniently available for at least three (3) years following the
end of each lease year all pertinent original sales records and
leases. Pertinent original sales records shall include: (a) cash
register tapes, including tapes from temporary registers;
(b) serially numbered sales slips; (c) such other sales records, if
any, which would normally be examined by an independent accountant
pursuant to accepted auditing standards in performing an audit of
sales, Tenant shall submit to Landlord with Tenant's payment of
the Percentage Rent due, if any, a written statement-signed and
certified by Tenant to be true and correct, showing in reasonably
accurate detail satisfactory in scope to Landlord the amount of
gross receipts and rental receipts or other revenues generated from
the Property during the preceding lease year. Such written state-
ment shall be duly verified to Tenant by independent certified pub-
lic accountants of recognized standing, which verification shall be
one which is satisfactory to Landlord in scope and substance. The
statements referred to herein shall be in such form and style and
contain such details and breakdown as Landlord may reasonably
determine.
3.5 Audit. At its option, Landlord may cause, at any
reasonable time upon five (5) days prior written notice to Tenant,
a complete audit to be made of Tenant's records relating to the
Property for the period covered by any statement issued by Tenant
as above set forth. If such audit shall disclose a liability for
rent to the extent of five percent (5%) or more in excess of the
rentals theretofore computed and paid by Tenant for such period,
Tenant shall promptly pay to Landlord the deficiency in rent and
the cost of said audit. Unless the deficiency in the amount of
rent determined by the audit is due to a bona fide error on the
part of the Tenant, Landlord shall have the further remedy of
terminating this Lease upon five (5) days notice to Tenant. Any
information obtained by Landlord as a result of such audit shall be
held in strict confidence.
4. USE OF PREMISES --COMPLIANCE WITH LAWS AND ORDINANCES
4.1 Use. Tenant shall use the Property for retail, res-
taurant and bar and office space as well as residential apartments
and for such other uses as may be approved in writing by Landlord,
which approval shall not be unreasonably withheld.
4.2 Right to Contest Laws. Tenant shall have the right,
after written notice to Landlord, to contest by appropriate legal
proceedings, without cost or expense to Landlord, the validity of
any law, ordinance, order, rule, regulation or requirement of the
nature herein referred to, and to postpone compliance with the
same, provided such contest shall be promptly and diligently prose-
cuted by and at the expense of 'l'enant, and so long as Landlord
shall not thereby suffer any civil penalties, or be subjected to
any criminal penalties or sanctions, and Tenant shall properly pro-
tect and save harmless Landlord against any liability and claims
for any such noncompliance or postponement of compliance. Landlord
-3-
shall have the right to contest, by appropriate legal proceedings,
at Landlord's expense, any such law, ordinance, rule, regulation or
requirement.
5. CONSTRUCTION, IMPROVEMENTS AND ALTERATIONS
5,1 Tenant Improvements. Tenant may at any time and
from time to time during the term of this Lease and at its sole
cost and expense, make additions to, alterations of, substitutions
and replacements for, and removals from the existing Jmprovements
on the Leased Land; provided, however:
(a) that Tenant shall not commence construction of any
additions or modification to the improvements on the
Leased Land which affect the structural integrity or
exterior of the improvements without Landlord's written
consent, and shall pursue the same to completion with due
diligence;
(b) that Tenant will not demolish any such building or
improvem~nts, in whole or in part, unless such demolition
is performed for the purpose of or incident to the erec-
tion of new buildings or improvements, or the replacement
and repair of existing buildings or improvements, and
that such demolition shall be subject to the prior writ-
ten app_roval of Landlord;
(cl that Tenant shall promptly pay for all such improve-
ments, additions, alterations, substitutions, replace-
ments or removals; and upon the request of Landlord,
shall promptly deposit with Landlord a surety bond or
other security satisfactory to Lessor to insure comple-
tion thereof (Landlord hereby waives the requirement for
a surety bond or other security as it applies to Scott
David Gorsuch and R. Katherine Gorsuch). Tenant shall
procure and pay for all required permits, certificates
and licenses in connection with such work and Lessor will
cooperate (without cost to Lessor) in their_ procurement
to the extent necessary;
(d) Tenant shall not suffer or permit any liens to be
enforced against the fee simple estate of Landlord as to
the Leased Land, nor against Tenant's leasehold interest
therein by reason of work, labor, services or materials
supplied or claimed to have been supplied to Tenant or
anyone holding the Leased Land, or any part thereof,
through or under Tenant, and Tenant agrees to indemnify
Landlord against such liens. If any such lien shall at
any time be filed against the Leased Land, the Tenant
shall, within thirty (30) days after notice to Tenant of
the filing thereof, cause the same to be discharged of
record; provided, however, that Tenant shall have the
right to contest the amount or validity, in whole or in
part, of any such lien by appropriate proceedings, but in
such event, Tenant shall first notify Landlord and, if
requested by Landlord, shall promptly bond or insure such
lien in the manner authorized by law with a responsible
surety or title insurance company qualified to do busi-
ness in Colorado. Tenant shall prosecute such proceed-
ings with due diligence.
5.2 Workmanlike Manner. The foregoing actions shall be
done in good and workmanlike manner, in compliance with all laws,
ordinances and regulations applicable thereto.
5,3 Insurance. Public liability insurance-for the bene-
fit of Landlord and Tenant as their interests may appear, with
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,
'
(
coverages reasonably satisfactory to Landlord shall be maintained
by Tenant at all times when any work is in process in connection
with any such work as is contemplated in this Paragraph 5. The
insurance to be obtained by Tenant under this Paragraph 5.3 shall
meet the requirements of Par.agraph 12, below.
5.4 Fixtures. Except as otherwise described herein and
subject to Tenant's deed of trust of even date herewith in favor of
Tenant, Landlord shall have no interest in any fixtures built and
attached to the Leased Land hereunder, and any and all fixtures and
personal property placed upon the Leased Land by Tenant shall
remain the sole and exclusive property of Tenant.
6. PLACE OF PAYMENT
All payments of rental shall be made by Tenant to
Landlord at Landlord's address hereinabove set forth or at such
other place within the United States of America as Landlord may
from time to time direct in writing. All rent shall be payable in
current legal tender of the United States of America, as the same
is then by law constituted.
7. CONTINUED POSSESSION OF TENANT
If Tenant shall hold over the Leased Land after.the expiration
of the Term hereof with the consent of Landlord, either express or
implied, such holding over shall be construed to be only a tenancy
at will, subject to all the covenants and obligations hereof per-
formed by Tenant as provided during tne term of this Lease, except
that the rental shall be the same rental paid by Tenant for the
last full month of this Lease or any renewal hereof, as the case
may be.
8. ASSIGNMENT AND SUBLETTING
This Lease and any rights hereunder •ay not be assigned or
transferred by Tenant, its successors and assigns, nor shall the
buildings be condominiumized under the Condominium Ownership Act of
the State of Colorado, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. No
assignment, sublease or other transaction described in this section
shall release Tenant of any obligations under this Lease, without
the consent of Landlord.
9. llYPOTHECATION OF LEASEHOLD ESTATE IN THE LEASED PREMISES
Tenant may, from time to time, without obtaining the consent
of Landlord, hypothecate, mortgage, pledge or alienate Tenant's
leasehold estate and rights hereunder as security for payment of
any indebtedness of Tenant. Such action by Tenant pursuant to this
Section 8 shall not encumber Landlord's fee simple .estate in the
Leased Land.
10. REPAIRS AND MAINTENANCE OF LEASED LAND --WASTE
Tenant covenants not to do or suffer any waste upon the
Leased Land, provided that nothing herein contained shall be con-
strued as prohibiting the excavation of Leased Land and/or the
removal of landscaping or improvements by Tenant in connection with
Tenant's construction of improvements, alterations, additions or
replacements to the Leased Land in accordance with Section 5,
above.
11. INDEMNIFICATION AND NONLIABILITY OF LANDLORD
11.1 Indemnification by Tenant. Tenant agrees to pro-
tect, defend, indemnify and save harmless Landlord against and from
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(
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any and all claims ar1s1ng from the occupation, use, possession,
conduct or management of the Leased Land, and will further protect,
defend, indemnify and save Landlord harmless against and from any
and all claims arising during the Lease Term from any condition on,
within or about the Leased Land which are under the control of Ten-
ant, or arising from any breach or default on the part of Tenant in
the performance of any covenant or agreement on the part of Tenant
to be performed, pursuant to the terms of this Lease, or arising
from any act or negligence of Tenant (other than through the fault
of Landlord or its agents) occurring during the Lease Term in or
about the Leased Land under the control of the Tenant-
11.2 Nonliabllity of Landlord. Tenant further covenants
and agrees that Landlord shall not be responsible or liable to Ten-
ant, or any person, firm or corporation claiming by, through or
under Tenant for or by reason of any defect in any improvements
owned or constructed by Tenant (including building equipment) on
the Leased Land.
12, INSURANCE
Tenant shall, at Tenant's sole cost and expense, and for the
mutual benefit and protection of Landlord and Tenant, maintain com-
prehensive general liability insurance against claims for personal
injury or death and property damage occurring upon, in or about the
Leased Land or· on, in or about the adjoining sidewalks and pas-
sageways under the control of Tenant. The insurance carrier, the
form and substance of the policy and the amounts of coverage shall
be reasonably satisfactory to the Landlord. The insurance carrier
shall be a responsible insurance carrier authorized to issue the
relevant insurance, and authorized to do business in Colorado. It
shall have a policyholders' rating of no less than "A" in the most
current edition of Best's Insurance Reports.
13. UT IL IT ms
Tenant shall pay or cause to be paid all charges for gas,
electricity, water, heat, telephone and other utilities furnished
to the Leased Land during the term of this Lease and ·all sewer use
charges or similar charges or assessments for utilities levied
against the Leased Land for any period included within the term of
this Lease.
14. TAXES AND ASSESSMENTS
14.1 Real Estate. As used herein, the term "Real Estate
Taxes" shall mean all Real Estate Taxes, general and special
assessments for Leased Land and improvements to the Leased Land,
excluding any franchise, corporate, income, personal property,
capital levy, capital stock, excess profits, transfer, revenue,
estate, gift, inheritance or succession tax payable by Landlord or
any other tax, assessment, levy or charge upon or measured in whole
or in part by the income or profits of Landlord.
14,2 Payment by Tenant. Tenant shall pay or cause to be
paid, prior to delinquency, all Real Estate Taxes levied against
the Leased Land during the Lease Term including all improvements
constructed by Tenant on the Leased Land and all permitted altera-
tions and additions thereto ·
14.3 Proration. Any Real Estate Taxes which are payable
by Tenant under this Lease shall be prorated between Landlord and
Tenant at the commencement of the Initial Term and then again at
the expiration or earlier termination of the term of this Lease, if
such Real Estate Taxes relate to a fiscal period o~ the levying
authority which commences before the commencement of the Initial
Term of this Lease or extends beyond the expiration or earlier
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termination of the Term hereof, so that Tenant shall only pay that
portion of such Real Estate Taxes equal to that proportion which
the number of days of such fiscal period falling within the Lease
Term bears to the total number of days of such fiscal period,
14.4 Right to Contest. Tenant shall have the right,
after written notice to Landlord, to contest the amount or validity
of any Real Estate Taxes, in whole or in part, by appropriate
administrative and legal proceedings, either in its own name,
Landlord's name or jointly with Landlord, without any cost or
expense to Landlord, and Tenant may postpone payment of any such
contested Real Estate Taxes pending the prosecution of such pro-
ceedings and any appeals so long as such proceedings shall operate
to prevent the collection of such Real Estate Taxes and the sale of
the Leased Land to satisfy any lien arising out of the nonpayment
of the same. Landlord shall execute and deliver to Tenant whatever
documents may be necessary or proper to permit Tenant to so contest
any such Real Estate Taxes or which may be necessary to secure pay-
ment of any refund which may result from any such proceedings,
15. EMINENT DOMAIN
If the whole of the Leased Land shall be acquired or condemned
by eminent domain for any public or quasi-public use or purpose,
then the terms of this Lease shall cease and terminate as of the
date of title vesting in such proceeding, and all rent shall be
paid up to that date,
If any part of the Leased Land shall be acquired or condemned
by eminent domain for any public or quasi-public use or purpose,
then from the day of such taking the rent hereunder shall be
reduced in the proportion which the area taken bears to the area of
the Leased Land prior to the taking. In the event that a portion
of the Leased Land in excess of 25\ of the area is taken, or if
such taking shall render the remainder of the Leased Land
unsuitable for the use to which it was put immediately prior to
such taking, then at Tenant's option this Lease shall, with the
consent of any leasehold mortgage, cease and terminate as of the
date set forth in Tenant's written notice to Landlord of its elec-
tion to terminate, and Tenant shall have no claim against Landlord
for the value of the unexpired term of this Lease. Landlord and
Tenant shall thereafter negotiate in good faith the terms of a new
lease, as to the remaining portion of the Property. In the event
Landlord and Tenant cannot agree upon the terms and provisions of
the lease, Landlord shall exercise his rights as set forth in
either Section 2.2(a) or (b).
In the event of any condemnation or ·taking of the Property as
aforesaid whether in whole or in part, the Tenant shall be entitled
to two-thirds (2/3) any award paid for such condemnation, and the
Landlord shall be entitled to one-third (1/3) of any such award.
In the event of the partial taking or condemning of the Leased
Land, hereinabove mentioned, and if in such event Tenant does not,
pursuant to its rights hereunder, elect to terminate this Lease,
the award .made to Tenant for such partial taking or condemnation of
the buildings or improvements shall be used for the restoration of
the buildings and improvements located on the Leased Land to the
extent necessary to render the same a complete unit as nearly as
possible equal in quality and character as existed prior to the
taking.
16. DAMAGE AND DESTRUCTION OF PREMISES
Should the buildings and other improvements constructed upon
the Leased Land be partially or wholly destroyed by fire or other
casualty, Tenant shall rebuild the improvements to their former
conditions as soon as practical,
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( 17. CONDITIONAL LIMITATIONS --DEFAULT PROVISIONS
17.1 Events of Default, If at any time during the term
of this Lease any one or more of the following events (herein
called an "Event of Default") shall occur:
(a) If Tenant shall fail to make any payments of money
provided for herein, or any part thereof, when the same
shall become due and payable, and such failure shall con-
tinue for fifteen (15) days after notice thereof from
Landlord to Tenant; or
(b) If Tenant shall fail to perform or observe any other
requirement of this Lease (not hereinbefore in this Sec-
tion specified) on the part of Tenant to be performed or
observed, and such failure shall continue for thirty (30)
days after notice thereof from Landlord to Tenant; or
(cl If Tenant shall fail to make any payments of money
required to be paid under Tenant's promissory note to
Landlord of even date herewith in the amount of
$1, 990, ooo or under the deed of trust securing said prom-
issory note;
then upon the happening of an Event of Default coming within the
purview of Subsection (a) or (c), and the expiration of the period
of time prescribed in any such notice, Landlord shall have the
right, then or at any time thereafter and while such default or
defaults shall continue, to give Tenant written notice of
Landlord's intention to terminate this Lease on a date specified in
such notice, which date shall not be less than thirt~ (30) days
after the date of giving of such notice, and on the date specified
in such notice, Tenant's right to possession of the Leased Land
shall cease and Tenant shall peaceably and quietly yield to and
surrender to Landlord the Leased Land and improvements located
thereon, and if the subject default or defaults have not been
cured, this Lease shall thereupon be terminated with the same force
and effect as if the date of expiration of such thirty (30) day
period was the date originally specified herein for the expiration
of this Lease and the Lease Term. Upon the happening-of an Event
of Default coming within the purview of Subsection (b), Landlord
shall have the same rights and notice obligations as contained in
this Section 17.1 with respect to the other Events of Default1 pro-
vided, however, upon the termination of this Lease, Landlord shall
then have the options regarding the improvements on the Property as
are set forth in Section 2.2(a) or (b) hereof1
17.2 Periods to Cure Defaults-Reinstatement Following
Termination. Anything in this Section·.to. the contrary notwi-th-.•. -..
standing, it is expressly understood that, with respect to any
Event of Default within the purview of subsection (b) of
Section 17.1 hereof, if such Event of Default is of such a nature
that it cannot, with due diligence, be cured within a period of
thirty (30) days, Landlord shall not be entitled to re-enter the
Leased Land or serve a notice of termination upon Tenant, as pro-
vided in said subsection, nor shall the same be regarded as an
Event of Default for any of the purposes of this Lease, if Tenant
shall have commenced the curing of such default within the period
of thirty (30) days referred to in said subsection (b) and thereaf-
ter proceeds with due diligence to complete the curing of such
default. •rhe time of Tenant within which to cure the same shall
then be extended for such period as may be necessary to diligently
complete the same.
Anything in this section to the contrary notwithstanding, if
this Lease should be terminated by Landlord and Landlord commences
or shall have commenced a foreclosure action under its deed of
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( truat executed by Tenant of even date herewith, Tenant shall have
the right to reinstate this Lease simultaneously with Tenant's cure
or redemption of the improvements from any such foreclosure. In
the event of a forfeiture by Tenant of the improvements on the
Leased Land pursuant to Section 17.1 hereof, Tenant shall have the
same rights of cure and redemption as if there had been a foreclo-
sure under the deed of trust. If the event of default constitutes
payment of any monies due hereunder to Landlord, Tenant shall pay
the additional sum of 10% of any unpaid amounts, in order to effect
such cure, along with all reasonable costs and attorneys' fees
incurred by Landlord in obtaining termination.
18. CERTIFICATES BY TENANT AND LANDLORD
18.1 Tenant to Provide. Tenant agrees at any time and
from time to time upon not less than ten (10) days' notice by
Landlord to execute, acknowledge and deliver to Landlord a state-
ment in writing certifying (i) that this Lease is unmodified and in
full force and effect (or if there have been modifications, stating
that the same is in full force and effect as modified and stating
the modifications) 1 (ii) whether or not to the best knowledge of
Tenant there are then existing any offsets or defenses against the
enforcement of any of the terms, covenants or conditions hereof
upon the part of Tenant to be performed (and if so specifying the
same); and (iii) the dates to which the rent and other charges have
been paid, it being intended that any such statement delivered pur-
suant to this Section may be relied upon by any prospective pur-
chaser of the fee (subject, however, to the provisions of Section 2
of this Lease) of the real property comprising the Leased Land.
18.2 Landlord to Provide. Landlord agrees at any time
and from time to time upon not less than ten (10) days' prior
notice by Tenant, to execute, acknowledge and deliver to Tenant a
statement in writing certifying (i) that this Lease is unmodified
and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating
the modifications); (ii) the dates to which the rent and other
charges have been paid; and (iii) stating whether or not to the
best knowledge of the Landlord Tenant is in default in performance
of any covenant, agreement or condition contained in this Lease,
and, if so, specifying each such default of which the Landlord may
have knowledge, it being intended that any such statement delivered
pursuant to this Section may be relied upon by any prospective
assignee or subtenant of the whole or any portion of the Leased
Land or by any lender extending credit to Tenant.
19. QUIET POSSESSION
Landlord covenants that Tenant, upon payment of the rental
herein reserved, and upon the due performance of the covenants and
agreements herein contained on Tenant's part to be performed, shall
and may at all times, for itself and its subtenants, quietly have,
hold and enjoy the Leased Land. In the event Landlor-d shall not
comply with the terms of this Section, all rental and other payment
obligations then due and thereafter arising shall abate and not
become due until such time as Landlord shall have cured its
default. In addition, all time periods regarding increased payment
of rent, the term of this Lease, and exercise of any options
granted hereunder shall be likewise extended for the same amount of
time.
20. TENANT'S REMEDIES FOR LANDLORD'S DEFAULT
20.l Default and Cure. In the event of any default by
Landlord in performance of Landlord's obligations under the terms
of this Lease, Tenant shall give written notice of such default to
Landlord, and Landlord shall cure such default within thirty (30)
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days from the date of receipt of Tenant's notice; provided, how-
ever, if such default (not including the payment of money) cannot
reasonably be cured within such thirty (30) days, Tenant shall not
have the right to exercise Tenant's remedies set forth below, so
long as Landlord commences to cure such default within such 30-day
period, and acts with reasonable diligence during and after the
expiration of such 30-day period, until the default can reasonably
be cured.
20.2 Tenant's Remedies. In the event Landlord fails to
commence or continue with diligence to cure any default, Tenant
shall have the right (but not the obligation) to cure such default
and receive upon demand from Landlord reimbursement·of the amount
expended by Tenant in euring such default. If Landlord fails to
reimburse Tenant for such amount, Tenant may institute proceedings
in any court having jurisdiction over such controversy for collec-
tion of such amount, together with reasonable attorney's fees and
court costs incurred by Tenant as a result of such default, or
deduct the amount expended by Tenant in curing such default,
together with attorney's fees incurred as a result of Landlord's
default from rent and other charges payable under this Lease until
all such sums are fully recovered by Tenant.
21. RIGHT TO GRANT EASEMENTS j ZONING AND PLATTING
Landlord grants to Tenant, subject to the limitations set
forth below, the right to grant to public entities, other tenants
of adjoining property, and their guests, employees and invitees,
rights-of-way or easements on or over the Leased Land for ingress
and egress, and for poles, conduits or other facilities for tele-
phone, water, electricity, sanitary or storm sewers or both, and
for other utilities and municipal or special district services,
Landlord further grants to Tenant the right to submit the Leased
Premises for zoning, rezoning and platting approvals to any and all
governmental entities having jurisdiction and authority over the
Leased Land, and the right to vacate streets, alleys, sidewalks or
roadways on or adjacent to the Leased Land as Tenant may deem nec-
essary to obtain any necessary or appropriate special use, develop-
ment or building approvals or permits which Tenant may find desir-
able for further development of the Property. Landlord hereby
appoints Tenant as his special agent and attorney-in-fact pursuant
to a power coupled with an interest for the purpose of
accomplishing any matters granted pursuant to this Section. Addi-
tionally, Landlord shall execute and deliver to Tenant such other
instruments, including any necessary powers-of-attorney, as Tenant
may require for development of the Leased Land, as contemplated by
Tenant. The foregoing grants an appointment as Special Agent and
attorney-in-fact shall be subject to the condition precedent that
Tenant shall first notify Landlord in writing of any matter coming
within the purview of this Section 21 and obtain a Landlord's writ-
ten approval in connection therewith.
22. MORTGAGING ANO ASSIGNMEN'l' BY LANDLORD
Landlord may mortgage or assign his interest in this Lease and
its reversionary interest in the Leased Land, but such mortgage or
assignment shall always be subject to this Lease.
23. RIGHT OF FIRST REFUSAL
In the event Landlord decides to sell the Leased Land, Tenant
shall have a right of first refusal to purchase the Leased Land
from Landlord. In the event that Landlord entertains a bona fide
offer to purchase the Leased Land from an independent bona fide
third party, he shall notify the Tenant in writing of such offer
and of r,anCllord' s desire to accept such offer. That notice shall
set for th the pr ice, terms and conditions under which the Landlord
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desires to sell the Leased Land and the name of the proposed pur-
chaser or purchasers. 'J'he Tenant shall have an option, for a
period of 30 days following the receipt of the described notice, to
purchase all, but not less than all of the Leased Land in accor-
dance with the price and terms set forth in the notice. If the
Tenant elects not to purchase the Leased Land, then the Landlord,
for a period of 90 days from the date of delivery of Tenant's
waiver of its right of first refusal, may proceed to sell all, but
not less than all of the Leased Land in accordance with price and
terms set forth in the original notice, If the Leased Land is not
sold within such 90-day period, then the Landlord shall once again
offer the Leased Land to the Tenant in accordance with the proce-
dure described above.
Anything in this Section to the contrary notwithstanding,
Landlord shall have the absolute right to sell, conveyor transfer,
the Leased Land free of Tenant's right of first refusal as
contained herein, to (i) any now living member of Landlord's family
or lineal descendant of Landlord, (ii) any trust established for
the benefit of any such family member or lineal descendant,
(iii) any corporation or partnership where any such member of
Landlord's family or lineal descendent owns more than a 50% owner-
ship interest, and (iv) any non-profit, charitable organization.
Title to the Leased Land shall be sold, transferred or conveyed
subject to this Lease,
24. ARBITRATION
Any disagreement between the parties with respect to the
interpretation or application of this Lease or the obligations of
the parties hereunder shall be determined by arbitration. Such
arbitration shall be conducted, upon request of either the Landlord
or the Tenant, before three arbitrators (unless the Landlord or the
Tenant agree to one arbitrator) designated by the American Arbitra-
tion Association and in accordance with the rules of such Associa-
tion. The arbitrators designated and acting under this Lease shall
make their award in strict conformity with such rules and shall
have no power to depart from or change any of the provisions
thereof. The expense of arbitration proceedings conducted
hereunder shall be borne equally by the parties. All arbitration
proceedings hereunder shall be conducted in the county in which the
Leased Land is located.
25. GENERAL PROVISIONS
25.1 Notices. Every notice, demand, request, designa-
tion, consent, approval or other document or instrument required or
permitted to be served hereunder shall be in writing, shall be
deemed to have been duly served on the day of receipt and shall be
hand delivered or sent by registered or certified United States
mail, postage prepaid, return receipt requested, addressed to the
parties hereto as their addresses appear hereinabove in this Lease.
Either party may change the place for serving of such papers upon
it, or provide for the delivery of not more than two (2) additional
copies, by giving the other party at least ten (10) days' prior
notice to such effect.
25.2 Waiver. No delay or omission by either party
hereto in exercising any right or power accruing upon the
noncompliance or failure of performance by the other party hereto
under the provisions of this Lease shall impair any such right or
power or be construed to be a waiver thereof. h waiver by either
party hereto of any of the covenants, conditions or agreements
hereof to be performed by the other party shall not be construed as
a waiver of any succeeding breach of the same or other covenants,
agreements, restrictions and conditions hereof.
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25.3 Modifications. Any alteration, change or modifica-
tion of or to this Lease, in order to become effective, shall be
made by written instrument or endorsement hereon and in each such
instance executed on behalf of each party hereto.
25.4 Applicable Law. This Lease shall be governed by
and construed in accordance with the laws of the State of Colorado.
25.5 Partial Invalidity. If any term, provision,
condition or covenant of this Lease or the application thereof to
any party or circumstances shall, to any extent, be held invalid or
unenforceable, the remainder of this Lease or the application of
such term, provision, condition or covenant to persons or circum-
stances other than those as to whom or which it is held invalid or
unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.
25.6 Section Headings, The section headings of this
Lease are inserted as a matter of convenience and reference only
and in no way define, limit or describe the scope or intent of this
Lease or in any way affect the terms and provisions hereof.
25.7 Gender. The use herein of (i) the singular number
shall be deemed to mean the plural1 (ii) the masculine gender shall
be deemed to mean the feminine or neuter1 and (iii) the neuter
gender shall be deemed to mean the masculine or feminine whenever
the sense of this Lease so requires.
25.8 Attorneys' Fees. In the event any action is
brought by Landlord to recover any rent due and unpaid hereunder or
to recover possession of the Leased Premises, or in the event any
action is brought by Landlord or Tenant against the -Other to
enforce or for the breach of any of the terms, covenants or condi-
tions contained in this Lease, the prevailing party shall be
entitled to recover reasonable attorneys' fees to be fixed by the
court, together with costs of suit therein incurred.
25.9 Addendum. Amendments to this Lease must be in
writing and signed by the parties, and may be attached as addenda
riders to this Lease, and the same when made and attached shall be
deemed incorporated herein and made a part hereof.
25.10 Representations. Landlord acknowledges and agrees
that he has not relied upon any statements, representations, agree-
ments or warranties except such as are expressed in this Lease. No
effect or reliance shall be given to the fact that either party
drafted language utilized herein.
25.11 Memorandum of Lease. Landlord and Tenant shall
execute, acknowledge and record at Tenant's sole cost and expense,
a Memorandum of Lease and Landlord's options under Section 2. 2 in a
form attached hereto as Exhibit B specifying therein the commence-
. ment date and termination date of the term of the Lease and
Landlord's options under Section 2.2.
25.12 Covenants Running with the Land. All of the cove-
nants, conditions and restrictions set forth in this Lease are
intended to be and shall be construed as covenants running with the
land, binding upon and inuring to the benefit of the parties
hereto, their successors and assigns.
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IN WITNESS WHEREOF, the par ties hereto have executed this
Leasa as of the day and year first above written.
LANDLORD:
l/L f? /J11~'&
J P, McBrid
T NANT:
Scott David Gorsuch
R. Katherine Gorsuch
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EXHIBIT A
Lots c, d and e, Block 5 VhIL VILLAGE, FIRST FILING
TOGETHER WITH a part of Tract B, VAIL VILLAGE, FIRST FILING,
described as follows: ·
Beginning at the Southeast corner of Lot e, Block 5, VAIL VILLAGE,
FIRST FILING, thence North 0°091 00• West along the Easterly line of
Lot e and Lot d, said Block 5, a distance of 54.26 feet to the
Southeast corner of Lot c, said Block 5, thence North 13°151 00"
West and along the Easterly line of said Lot c a distance of 23.38
feet to the Northeast corner of said Lot c, thence South 82°23'
East along the Northerly line of said Lot c extended a distance of
11.57 feet, thence South 4°31'16" West a distance of 75.72 feet to
the true point of beginning.
EXCEPTING THEREFROM:
A portion of Lot c, Block 5, VAIL VILLAGE, FIRST FILING, a subdi-
vision in the Town of Vail, County of Eagle, State of Colorado
described as: Beginning at the Northwest Corner of said Lot c
which is a point of tangent on the Easterly line of Bridge Street;
thence S82°23'00"E 55.06 feet along the Northerly line of said Lot
c1 thence S4°22'00"W 1.08 feet; thence N85°38'00"W 56.58 feet to a
point on a 92.30 radius curve which is the Easterly line of Bridge
Street1 thence 4.50 feet along the arc of said curve to the right
whose central angle is 2°47'34" and whose long chord bears
N25°17'13"E 4.50 feet to the point of beginning.
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EXHIBIT B
MEtlORANDUM OF LEASE AND GRAll'l' OF RIGHT OF FIRST REFUSAL
On January 31, 1986, John P. McBride ("Landlord") and Scott
David Gorsuch and R. Katherine Gorsuch, joint tenants with right of
survivorship ("Tenant") entered into a Lease (the "Lease"} with
respect to the real property (the "Leased Land") described in
Exhibit A attached hereto.
The Lease provides Tenant with a right of first refusal to
purchase the Leased Land, upon Landlord's notice to Tenant of an
intent to sell the above-described property. Any such sale not in
accordance with the terms of the Lease shall be void and of no
effect. Landlord shall cause no lien or encumbrance of any kind to
exist against the Leased Premises other than as allowed by Tenant.
Landlord has no right to sell, transfer, or convey the Leased Prem-
ises during the Lease Term or to contract to do so, unless ·the pur-
chaser or transferee agrees to be bound by the terms of the Lease.
The Initial Term of the Lease (as defined therein) is for
60 years. Upon expiration of the Initial Term, Landiord may elect
to either (1) sell the Leased Premises to Tenant1 (2) purchase the
Improvements on the Leased Premises from Tenant, or (3) negotiate a
new lease within ninety (90) days of the expiration date of the
Lease. In the event Landlord and Tenant cannot agree upon the
terms and conditions of the new lease within said ninety (90) day
period, Landlord may elect either of the foregoing two options or
enter into a new lease on the same terms and conditions as
contained in the Lease.
The Lease Commencement date is February 1, 1966, unless other-
wise designated by an addendum to the Lease by the parties thereto.
The Lease contains provisions allowing the Tenant to hypothecate,
encumber, and mortgage the leasehold estate.
This Memorandum of Lease and Grant of Right of First Refusal
is made solely for purposes of Tenant, for recording purposes, and
as notice to third parties. This Memorandum of Lease and Grant of
Right of First Refusal does not in any manner enlarge or reduce the
respective rights, privileges, liabilities or obligations of
Landlord and Tenant under the Lease.
Landlord and Tenant agree that within 30 days after the expi-
ration of the term of the Lease without reinstatement, Tenant shall
execute and deliver to Landlord a release of this Memorandum of
Lease and Grant of Right of First Refusal, in recordable form.
This Memorandum of Lease and Grant of Right of First Refusal
is executed as of the 31st day of January, 1906.
LANDLORD:
John P. McBride
TENANT:
Scott David Gorsuch
R. Katherine Gorsuch
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STATE OF COLORADO
ss.
COUNTY OF ~---~~~-
The foregoing instrument was acknowledged before me this
day of January, 1986, by John P. McBride, as Landlord.
WITNESS my hand and official seal.
My Commission expires:
STATE OF COLORADO
ss.
COUNTY OF --------
Nota~y Public
The foregoing instrument was acknowledged before me this
day of January, 1906, by Scott David Gorsuch and R.
Katherine Gorsuch, as Tenant.
WITNESS my hand and official seal.
My Commission expires:
Notary Publlc
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ASSIGNMENT OF RIGHTS Of"/
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THIS ASSIGNMENT OF RIGHTS made as of the ~ day of January,
1986, between JOHN P. MCBRIDE {"Grantor") whose address is 303E -
AABC, Aspen, Colorado 81611 and SCOTT DAVID GORSUCH and
R. KATHERINE GORSUCH {"Grantees"), whose address is 236 East Gore
Creek Drive, Vail, Colorado 816571
WITNESSETH, Grantor, for and in consideration of the SUM of
Ten Dollars to Grantor in hand paid by Grantees, the receipt
whereof is hereby confessed and acknowledged, hereby grants, bar-
gains, sells, transfers, assigns and conveys unto Grantees all
Grantor's right, title and interest in and to all compensation
rights against adjacent property owner Rodney Slifer arising out of
the encroachment onto the real property described in Exhibit A
attached hereto by the building improvements owned by said Rodney
Slifer. ·
Grantor makes in this Assignment, no representation, warranty
or covenant, express or implied, with respect to the recovery of
any compensation for said encroachment but with full subtitution
and subrogation of Grantees in and to all rights of Grantor in
respect to said encroachment and there is hereby granted and con-
veyed unto Grantees all such rights of substitution and subroga-
tion.
Grantor hereby covenants and agrees to and wlth Grantees,
their heirs, successors and assigns, to execute and deliver to
Grantees all such other and further instruments of conveyance,
assignment or transfer and to do all such other acts and things as
may be necessary to permit Grantees to pursue the rights conveyed
hereby and agrees to join Grantees in executing an appropriate
easement conveyance and to cooperate fully with Grantees in any
proceedings lt may institute involving said encroachment.
IN WITNESS WHEREOF, Grantor has executed this Assig-nment as of
the date first above written.
LEl\SE 'fBRMINATION AGREEMENT ofi/
THIS LEASE TERMINATION AGREEMENT, made as of the 31st day of
January, 1986, between JOHN P. MCBRIDE ("McBride•) whose address is
303E-A1\BC, Aspen, Colorado 81611 and GORSUCH, LTD., a Colorado
corporation ("Gorsuch"), whose address is 236 East Gore Creek
Drive, Vail, Colorado 81657
RECITALS
McBride and Gorsuch are Lessor and Lessee, respectively, under
that certain Lease Agreement dated October 13, 1983, covering a
portion of the Clock Tower Buildings. McBride has conveyed the
Clock Tower Buildings to Scott David Gorsuch and R. Katherine
Gorsuch and entered into a Ground Lease with said parties on the
date hereof.
NOW, THEREFORE, in consideration of '•,q premises and the
mutual covenants and agreements hereinafter contained, the parties
agree as follows:
The Lease dated October 13, 1983, between McBride and Gorsuch
is hereby terminated and each party hereby releases the other from
all obligations thereunder subject, however, to the final adjust-
ments to be made between said parties as set forth on the attached
settlement statement.
IN WITNESS WHEREOF,
1\greement as of the date
McBride and Gorsuch have executed this
first abo·~J written.
Oor;..~.~
GORSUCH, LTD.
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ASSIGNMENT OF LEASES {;l~ =:;=;;;.=.;:.=.::.::....:...;....-"=.;=..~
1-i THIS ASSIGNMENT OF LEASES is made this -21.:aay of January,
1986, between JOHN.P. MCBRIDE ("Grantor") whose address is 303E-
AABC, Aspen, Colorado, 81611 and SCO'l"I' DAVID GORSUCH and
R. KATHERINE GORSUCH ("Grantees"), whose address is 263 East Gore
Creek Drive, Vail, Colorado 81657;
WITNESSETH, that Grantor, for and in consideration of the sum
of Ten Dollars, to Grantor in hand paid by Grantees, the receipt
whereof is hereby confessed and acknowledged, hereby grants, bar-
gains, sells, transfers, assigns and conveys unto Grantees all of
Grantor's right, title and interest as lessor, in, to and under the
following described leases (8 Leases9 ) Of real property located in
the County of Eagle, State of Colorado:
1. Lease dated October 2, 1980 between Grantor and Will
Trout as amended by that certain Addendum dated
February 10, 1982, extending the lease term to
October 15, 19861
2. Lease dated October 4, 1982, between Grantor and Doyle W.
Busskohl, Jane Busskohl, Roger L. Riggert, and Sheri
Busskohl Riggert, terminating October 31, 1986.
TO HAVE AND TO HOLD the interests in the Leases herein
assigned unto Grantees, their heirs, successors and assigns for-
ever, including all of Grantor's rights to all rent arrearages
under the above described Lease between Grantees and Will Trout,
such arrearages amount to $11,910.15 through the date hereof.
Grantor represents and warrants to Grantees that the Leases
are in full force and effect, although the Lease with Doyle w.
Busskohl, et al is in default for failure to pay a percentage
rental.
Grantees hereby agree to assume any and all obligations of
Grantor under the Leases.
IN WITNESS WHEREOF, Grantor has executed this Assignment of
Leases on the date first above written.
JohilP. McBr id
EASEMENT.AGREEMENT
This Easement Agreemnt is entered into by and between
the Town of Vail, a Colorado municipal corporation hereinafter
called "Grantor" and Rodney E. Slifer, John McBride, and
Ronald Riley, hereinafter referred to as "Grantees."
WHEREAS, the Grantees wish to obtain an Easement from the
Grantor in certain property owned by the Grantor for the purpose
of ingress and egress to and from the Grantees parking area and
garbage receptacle, and
WHEREAS, the Grantor is willing to grant such Easement under
the terms and conditions hereinafter set forth.
It is therefore agreed as follows:
(l) In consideration of the sum of $1.,QO per year
Grantor hereby grants to the Grantee for a period of five
(5) years from the da·te hereof, and Easement for the purpose
of ingress and egress to and from Grantees parking area and
garbage receptacle-, in the following described real property
located in Eagle County, Colorado:
A driveway approximately 80 feet
in length and 15 feet in width
located behind the Slifer and Company
-Building, the McBrid~, Building, and the
r,allery Building and situated in part
of Tract G, Vail Village Fifth Filing,
No.rth of Gore Creek Drive, East of the
McBride Building and West of Mill Creek.
(2) The Grantee shall, at their sole expense, maintain
said Easement and keep· it in good condition and repair and
at the end of the Easement term return said property to the
Grantor in the same condition it was in on the date hereof.
(3) The Grantees agree to fully indemnify, save and
keep the City harmless from any and all claims for damage to
real and pe~sonal property and injuries or deaths suffered
by person on said property during the term of this Easement.
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EASEMENT DEED AGpEEMENT
KNOW ALL MEN BY THESE PRESENTS:
THAT the Town of Vail ~hereinafter referred to.as
"Grantor") , for Ten Dollars and other good and valuable
consideration, the receipt of. whic.h is hereby· acknowledged,
by these presents does GRANT-and· QUITCLAIM unto Lower Bridge
·street Trash Association, a Colorado non-profit corporation, whose legal
address is 288 Bridge Street, Vail, Colorado 81657, (hereinafter referred to as "Grantee"), the following real property situate in the County of
Eagle, State of Colorado, to-wit:
A permanent non-exclusive easemen-t-, together with the
right of ingress-and egress~ to construct,.reconstruct,
operate., repair· and maintain a compactor, and related
structure or appurtenance in, on over, under and
through:
That part of Tract B, Vail Village First Filing,
according to the map thereof recorded under Reception No. 96382 in the· office.of the Eagle County, Colorado
Clerk and Recorder, described as follows;
Beginning at a point whence the southeast-corner of Lot
e, Block 5, Vail Village-First Filing bears S 05°
17'24" W 83.74 feet distant1 thence N 14° 27 1 41" E
38.38 feet; thence· s 75·0 32'13" E 15.701 thence S 14°
27 1 47" W 38.38 feeti thence N 75° 32'13" W 15.70 feet
to the point of beginning, containing 602 square feet,
more or less.
TOGETHER WITH:
A permanent non-exclusi-ve access· easement, together
with the right of ingress and egress to;
Th<rt part of Tract B, Vail Village First Filing,
according to the map thereof recorded under Reception
No. 96382 in the office of the Eagle County, Colorado
Clerk and Recorder, described as follows:
Deg inning at the southeast corner of Lot e, Block 5.,
Vail Village First. Filing, thence following two courses
along the northerly-right-of-way line of Gore Creek
Drive 1) . 6 .21 feet· along the arc of a curve to the
right having a radius of 325-.89 feet., a central angle
of 01° 05'30" and a chord which bears S 80° 39 139" E
6.21 feet 2} 11.42 feet along the arc of a curve to
the right having a radius of 65.80 feet, a central
angle of 09° 56'48a, and a chord which bears S 75°
08'30" E 11.41 feet1 thence· depar:ting said right-of-way
N-00° 45•13• E 37.30 feeti thence N 081> OJ-'42" E 37.58
feet; thence H 09° 06'31• E 23.71 feet1 thence N 75°
32'13" W 15.70 feet1 thence S 14°· 27'47" W 15.00 feet;
,thence s 12° 30'09" w. 8.09 feet1 thence s 04P 31'16" w
·75.72 feet to the point· of beginning, containing l,601
square feet, more or less.
Together with all and singular-hereditaments and
appurtenances thereto belonging·, or. in anywise appertaining,
and the· reversion and revers-ions, remainder and· remainders, rents, issues and profits thereof; and· all the estate,
right, title, interest,-claim and-demand whatsoever, of the
Grantor, either in law or in equity of, in and to the
above-bargained real·property interest, with the hereditaments and appurtenances. ·
I
·' ~' EASEMENT AGREEMENT
.. -' . -Page Two
In witness whereof the parties have signed this Agreement
this J.~ !b-day of j{ard. , 198*
·Town of Vail
By ir41¥
· Richard CaplantTown Manager
Attest:
Town Clerk
Galler~ug·
By , }J,
Rona d Riley
TO HAVE AND TO HOLD the &ame, together with all and
singular the appurtenances and privileges thereunto
belonging or in anywise thereunto appertaining, and all the
estate, right, title·, interest and claim whatsoever, of the
Grantor, either in law or equity to the only proper use,
benefit and behoof of the Grantee, its successors and
assigns forever.
Grantor, its heirs, successors, and/or assigns, shall
not erect nor place any permanent building-, structure-,
improvement, fence-or tree on the above-described easement,
and Grantee shall not be liable for their removal if they
are so placed.
Acceptance of-th-is-easement-by Grantee shall constitute
its agreement and consent as follows:
1. At such time and in the event that the easement described herein shall be
abandoned, or in the event that any of the terms and conditions set forth herein
shall be breached by the Grantee, Grantee's real property interest in the eas8118nt
shall inmediately revert to and be thereafter merged with the servient estate.
2. -The compactor constructed on the-abovc-•~·'.'Gcr ibed
easement and the area of the access easement shnll be
cons-tructed ,. maintained., and repaired in· a reaso11•··!:.le
manner-, condition and· appearance-. This specifically
includes the removal of snow-when necessary for full
u-Hlization-of· the· Town of Vail fire· lane-.· In the event it
is-necessary to construct·, reconstruct, repair or replace·
the compactor., Grantee shall restore the area as nearly as
may. be practicable to· the same condHion,. inclucling full
revegetation,-as it was prior· to-construct.ion-, repair-or
replacement, provided no permanent building, structure,
improvement, fence or tree shall be placed thereon by
Grantor which interferes with Grantee's rights herein.
· 3·. Th~ Grantee-acknowledges. that-the access-easement
is-a Town of-Vail fire lane. and that the area needs to be
free of vehicles and ·Other obstacles for £-ire and emergency
vehicle access purposes .•. -The Grantee therefor. agrees to
provide appropriate no parking sign·s in this area.
-4. The-Grantee agrees to-fully indemnify-,. save and
keep the Grantor-harmless from-any and all claims for damage
-to·. real and personal-property and injuries or deaths
suffered by persons on said property during the term of this
easement.
SIGNED l\ND DELIVERED this !J;l!!-aay of ~
1985.
~st: ~4~· .eeer-e~aty T~Vhl
El'ISEffENT pgr~ J\GREEHENT
KNOW J\LL HEN BY THESE PRESENTS:
THJ\T the Town of Vail (hereinafter referred-to.as
"Grantor•), for Ten Dollars and other good and valuable·
consideration, tbe receipt of which is hereby.acknowledged,
by these presents does GRANT .. and.QUITCLAIM unto Lower Bridge
Street Trash Association, a Colorado non-profit corporation, whose legal address is 288 Bridge Street, Vail, Colorado 81657, (hereinafter referred
to as "Granteen), the following real property situate in the County of
Eagle, State of Colorado, to-wit:
A permanent non-exclusive easement-, -together wit-h the
right of ingress-and .egress, to eonstruct~-reconstruct,
operate·, repair-and maintain a compactor·, and related
structure or appurtenance in, on over, under and
through:
That part of Trsct n, Vail Village First Filing, according to the map thereof recorded under Reception
No. 96382 in the office of the Eag·le County, Colorado
Clerk and Recorder, described as follows:
Beg inning at a point whence ·the southeast corner of Lot
e, Block s, Vail Village First Filing bears S 05°
17'24" w 83.74 feet distant1 thence N 14° 27'47" E
38.38 feet1 thence S 75°.32•13• E 15.701 thence S 14°
27'47" W 38.38 feet1 thence N 75° 32'13" • 15.70 feet
to tho point of beginning, containing 602 square feet,
more or less,
TOGETHER WITH;
A permnnent non-exclusive access· easement, together
with the right of ingress and egress to:
That part of Tract n, Vail Village First Filing,
according to the map thereof recorded under Reception
No. 96382 in the office of the Eagle County, Colorado
Clerk and Recorder, described as follows:
Deg inning· at the southeast corner of Lot e, Block 5.,
Vail Village First. Filing., thence following two courses
along the northerly-right-of-way line of Gore Creek
Drive l) · 6.21 feet-along the aro of a curve to the
right having a radius of 325.89 feet, a central angle
of 01° 05'30" and a chord which bears S 80°-39 1 39• E
6.21 feet 2) -11,42 feet along the arc of a curve to
the right having a radius of 65.80 feet, a central
angle of 09° 56 '48", and a chord which-bears S 75 °
08'30" E 11.41 feet; thence depar,ting said right-of-way
N· 00° 45'13" E 37.30 feet1 thence N 08~ 03·'42° E 37.58
feet; thence N 09° 06'37" E 23.71 feet; thence N 75°
32'13" W 15.70 feet; thence S 14°-27 147" W 15.00 feet;
,thence S 12° 30•09•.w. 8.09 feet1· thence S 040 31 116" w
·75.72 feet to the point· of beginning, containing 1 1 601
square feet, more or less.
Together with all and singular-hereditaments and
appurtenances thereto belonginc;y., or· in anywise appertaining,
and-the reversion and reversions, remainder and· remainders, rents, issues and profits thereof; and· all the estate, .
right, title, interest,· claim and-demand whatsoever, of the
Grantor, either in law or in equity of, in and to the
above-bargained real property interest, with the heredituments and appurtenances.
I : ( ~.~'Cf' ,,.
.. :....____::_;,,
TO HAVE AND TO HOLD the same, together with all and
singulor the appurtenances and privileges thereunto
belonging or in anywise thereunto appertaining, and all the
estate, right, titl•, interest and claim whatsoever, of the Grantor, either in law or equity to the only proper use,
benefit and behoof of tho Grantee, its successors and
assigns forever.
Grantor, its heirs, successors, and/or assigns, shall
not erect nor place any permanent building-, structure-,.
improvement, fence-or tree on the above-described easement,
and Grantee shall not be liable for their removal if they are so placed.
Acceptance of-th-is-easement by Grantee shall constitute its agreement and consent as follo~s1
1. At such time and in the event that the eas111ent described herein shall be
abandoned, or in the event that any of the terms and condittons set forth herein shall be breached by the Grantee, Grantee's real property interest in the easement
shall invnediately revert to and be thereafter merged with the serv1ent estate.
2. The compactor constructed on the above-<~r;ocr ibed
easement and the area of the access easement shnJl be
constructed, maintained-, and· repaired in-a reason;:t.le
manner, condition and-appearance-. This specifically
includes the removal of snow-when necessary for full
u-tilization of. the· Town of Vail fire lane-. In the event it
is-necessary. to construct~ reconstruct, repair or replace
the compactor-, Grantee shall restore the area as nearly as
may. be practicable to-the same condi-tion-, including full
revegetation ,. as it was prior to-construct-ion-, repair-or
replacement, provided no permanent building, structure,
improvement, fence. or tree shall be placed thereon by
Gran·tor which interferes with Grantee's rights herein •
· 3-. · The Grantee-acknowledges-that-the access easement is a Town of.Vail fire lane-and that the area needs to be
free of vehicles and other obstacles for f-ire and emergency
vehicle access purposes-•.. The Grant~e therefor agrees to
provide approp~iate no parking signs in this area.
4. 'l'he-Grantee agrees to fully indemnify., save and
keep the Grantor harmless from-any and all claims for damage
to real-and personal-property and injuries or deaths
suffered by persons on said property during the term of this easement.
SIGNED J1ND DELIVERED this c1'2!!aay of ~ 1985.
j