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HomeMy WebLinkAboutLionshead Core Project Development Agreement Closing Documents and Easements / LicensesE G TABLE OF CONTENTS 0 Arrabelle at Vail Square a/k/a Lionshead Core Project Development Agreement Closing Documents and Easements / Licenses November 21, 2005 VOLUME 1 OF 2 c 1. CORE SITE DEVELOPMENT AGREEMENT CLOSING DOCUMENTS 1. Certified Rule and Order. 2. Lionshead Core Protective Covenants 3. Core Site Development Agreement. 4. Amendment to Core Site Development Agreement. 5. Special Warranty Deed from Vail Reinvestment Authority to The Vail Corporation. 6. Quitclaim Deed from Vail Reinvestment Authority to Town of Vail. 7. Form of Plat, Lionshead Sixth Filing. 8. Quitclaim Deed from Town of Vail to The Vail Corporation. 9. Acknowledgment re: Easement Terms. 10. Operating Covenant Agreement. 11. Partial Discharge and Ratification of Core Site Development Agreement. 12. Core Site Developer Improvement Agreement. 13. Amended and Restated Parking Capital Investment Agreement. 14. Conditional Promissory Note. II. EASEMENTS/LICENSES Antlers Condominiums 15. 28. ANTLERS DR from Antlers Condominiums for storm drain (storm drain is not actually on Antlers property; this is for maintenance). 650454.2 RUISH 0 0 16. 29. ANTLERS HA from Antlers Condominiums for Access and Hardscape (public sidewalk along Lionshead Place). 17. 30. ANTLERS W1 from Antlers Condominiums for fire hydrant. 18. 33. ANTLERS-TC from Antlers Condominiums for temporary construction. Arcade 19. 39. ARCADE SS from Lionshead Arcade for Lions Pride sanitary sewer service. 20. 41. ARCADE DR from Lionshead Arcade for storm drain. 21. 44. ARCADE MALL from Lionshead Arcade for permanent mall improvements. Landmark 22. 37. LANDMARK DR from Landmark-Vail Condominiums for mall storm drain on Landmark property serving the mall on Landmark property. 23. 42. LANDMARK MALL from Landmark-Vail Condominiums for permanent mall improvements. 24. 88. LANDMARK-SH from. Landmark-Vail Condominiums for construction shoring. Lazier 25. 34. LAZIER DR-UTIL from Robert and Dianne Lazier for storm drain, water main and Lions Pride sanitary sewer service. 26. 34A LAZIER SS to Lions Pride 27. 45. LAZIER MALL from Robert and Dianne Lazier for permanent mall improvements. 28. 86. LAZIER-SH from Robert and Dianne Lazier for construction shoring. Lift House 29. 38. LIFT HOUSE SS from Lift House Condominiums for Lions Pride sanitary sewer service. 30. 40. LIFT HOUSE DR from Lift House Condominiums for storm drain. 31. 43. LIFT HOUSE MALL from Lift House Condominiums for permanent mall improvements. 32. 48. LIFT HOUSE TC from Lift House Condominiums for temporary construction. 33. 85. LIFT HOUSE-SH from Lift House Condominiums for construction shoring. 650454.2 RMSH 2 0 0 Lionshead Centre 34. 47. VLC MALL from Vail/Lions head Centre for permanent mall improvements. 35. 50. VLC TC from Vail/Lionshead Centre for temporary construction. 36. 89. LIONSHEAD CENTRE SH from Vail/Lionshead Centre for construction shoring. VOLUME 2 OF 2 Lionsquare Condominiums/Phase I 37. 2. SH2 from Lionsquare Condominiums, for temporary tiebacks/shoring along the east and north sides. 38. (7. G-SAN1 LSC) from Lionsquare Condominiums, for gas service and sanitary sewer service lines. 39. (14. H_A4 & 15H_A5 LSC) from Lionsquare Condominiums, for hardscape and pedestrian access. 40. Temporary Access Easement Agreement. Lionsquare Condominiums/Phase II and III 41 3 SH3 f . . rom Lionsquare Condominiums Phase 2/3, for temporary tiebacks/shoring along the north and west sides. 42. (6. DR-1-LS-II & III) from Lionsquare Condominiums Phase 2/3, for drainage along north side. 43. (13A. H_MA LS II & III) from Lionsquare Condominiums Phase 2/3, for hardscape/access (vehicular) along north side. 44. (13B. H_A3B LS II & IIl) from Lionsquare Condominiums Phase 2/3, for hardscape and pedestrian access north side. Lionsquare North 45. 1. SH1 from Lionsquare North, for temporary tiebacks/shoring along the east and south sides. 46. (10. STR1 (TUNNEL) LSN) from Lionsquare North, for tunnel structure in Lionsquare North property. 47. (11. H -Al & 12.H-A2 LSN) from Lionsquare North, for hardscape and pedestrian access 650454.2 RCFISH 3 O d 48. (23. WS1-BG LSN) from Lionsquare North, for below grade easement for water and sewer mains along the south side. 49. (24. WS2-AG LSN) from Lionsquare North, for above grade easement for water and sewer mains along the south side. Montaneros 50. 55. MONTANEROS TCL from Montaneros Condominiums for temporary construction. 51. 87. MONTANEROSO-SH from Montaneros Condominiums for construction shoring. Town of Vail (TOV) 52. 31. ANTLERS-GAS from TOV for Antlers gas service across Tract A. 53. 53. TRACT B ls` FIL-UTEL from TOV for Gas, Electric and Phone lines. REV MARCH 30 54. 54. TRACT A 3rd FIL UTIL from TOV for Gas, Electric, Phone lines. 55. 74. TRACT A 3RD FIL TUNNEL from TOV for tunnel structure. 56. 75. TRACT A 3RD FIL ROAD and 76. TRACT E 3RD FIL ROAD from TOV for road/drive. 57. 78. TRACT A 3' FIL & TRACT B IT FIL ACCESS from TOV for access for VA across bike path. 58. 79. TRACT C SH from TOV for construction shoring under Tract C/mall. 59. 80. TRACT C ACCESS from TOV for access across Tract C/mall. 60. 81. TRACT C-DR and UTIL from TOV for utilities on Tract C/mall. 61. 90. TOV ENCROACHMENT LICENSE (from TOV for project encroachments and driveway access in Tract C, Lionshead Third Filing). Vail Resorts (Vail Corp/VR) 62. (18. VR Al & 19. VR A2) from Vail Resorts, for Lionsquare Condominiums Phase 2/3 and Lionsquare Condominiums garage access (vehicular) where tunnel is in Tract G and surface parking access (vehicular) across Tract G 63. (20. VR H_A1 & 21. VR H_A2) from Vail Resorts, for hardscape/pedestrian access for Lionsquare North across Lot 2, Block I (Sunbird Lodge parcel) and Tract G 64. (25. WS1-AG VR) from Vail Resorts, for above grade easement in Tract G for water and sewer mains adjacent to Tract G. 650454.2 RCFlSH 4 D 0 65. 52. TRACT A I" FIL UTIL from Vail Corp for Gas, Electric and Phone lines. REV MARCH 30. 66. (52) Agreement between Vail Corp and Holy Cross. 67. 55.A TRACT B VR UTIL from Vail Corp for phone, gas and electric. 68. (55.A) Agreement between Vail Corp and Holy Cross. 69. 56. TRACT C DR-UTIL from Vail Corp for phone, gas and electric. 70. (56) Agreement between Vail Corp and Holy Cross. 71. 57. TRACT G-DR-UTIL from Vail Corp for storm drain, water and TOV duct over tunnel. 72. 59., 60. & 63. TRACTS C, D & B DR from Vail Corp for storm drain & sand/oil trap. 73. 64. & 65. TRACTS C & D DUCT from Vail Corp for TOV duct. 74. 66. TRACT B FIL1 UTIL and 67. TRACT B FIL2 UTIL from Vail Corp for electric lines and gas (hung from bridge). 75. 68. TRACT D UTIL from Vail Corp for electric lines, switch gear, transformer & gas. 76. (68) Agreement between Vail Corp and Holy Cross. 77. 69. TRACT X UTIL from Vail Corp for gas and electric. 78. (69) Agreement between Vail Corp and Holy Cross. 79. 70. REPLATTED LOT 1 HC from Vail Corp to Holy Cross for transformers. 80. (70) Agreement between Vail Corp and Holy Cross. 81. 71. TRACT D PHONE and 72. TRACT C PHONE from Vail Corp for Vail/Lionshead Centre phone line. 82. 73. TRACT A 1 IT FIL PATH from VR for bike path (access). 83. 77. TRACT D EX-GAS from VR for existing gas out of existing easements. 84. 82. TRACT G TOWN ACCESS from Vail Corp for service access over Tract G to Tract C. 85. Covenant Governing Easements. 86. Termination of Agreements. 650454.2 RCFISH 5 i i EAGLE COUNTY RQWDER. COLORADO 937602 TEAK J SIMONT 01:37:49PM 274 REC= $3S.00.D S PAGES= '7 11r21r2005 CERTIFIED RULE AND ORDER (See Attached) Cw (1\4 'After recording; please call Gerry Arnold at 845.2658 to pick up this documeat. GRANTE. The moving party is hereby ORDERED to provide a copy of this Order to any pro Lei se parties who have entered an * ,t appearance in this action within 10 days * from the date of this order. c Y THE COURT 2-Lkl & J- ha rd i-i. Hart District Court Judge r, ni cr r DISTRICT COURT, EAGLE COUNTY, 885 Chambers Avenue P.O. BOX 597 Eagle, Colorado 81631 COLORADO y0 Eagle County District Court 5th JD iling Date: Aug 9 2005 11:22AM MDT fling ID: 6447947 eview Clerk: Jenifer Williams Petitioner: VAIL REINVESTMENT AUTHORITY, a body ♦ COURT USE ONLY corporate and politic of the State of Colorado, Respondents: Case Number 2004CV447 THE VAIL CORPORATION, a Colorado Division H corporation; ' Eagle County, Colorado TOWN OF VAIL, a municipal corporat T C th St t l f C d '~P Certified to be full, true and correct custody l in m i i h e a e o ora o o; c, • . y na g e or op of t KAREN SHEAFFER, as Treasurer of County. k p RULE f r Deput Jerk OQ THIS MATTER came on regularly upon the Stipulated Motion for Entry of Rule and Order of the Petitioner and Respondent The Vail Corporation (hereinafter "Vail Associates") pursuant to the Judgment dated February 15, 2005; and it appearing to the Court from the records and files herein that all persons interested as owners or otherwise, as appearing of record, have been joined as parties respondent, THE COURT NOW FINDS: 1. That pursuant to the Stipulated Motion for Entry of Judgment dated January 25, 2005, and the Judgment dated February 15, 2005, the Petitioner and Vail Associates were directed and authorized to file a stipulation for a Rule and Order upon their mutual determination that the applicable conditions in the Core Site Development Agreement, dated November 8, 2004, have been satisfied. 2. That Petitioner and Vail Associates have filed a Stipulated Motion for Entry of Rule and order confirming their mutual determination that the applicable conditions in the Core Ci 656217.RED RUISH 08/8/OS 5:15 PM i c Site Development Agreement, dated November 8, 2004, have now been satisfied. 3. That the accurate legal description of the property being acquired by Petitioner herein is set forth in Exhibit A attached hereto and incorporated herein by this-reference. IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the property described in Exhibit A has been duly and lawfully taken and condemned, subject to the rights and interests specified in Exhibit A, by Petitioner pursuant to the statutes and the Constitution of the State of Colorado, and that the interests of all Respondents in said real property have been acquired by Petitioner and said real property is hereby conveyed in fee simple, subject to the rights and interests specified in Exhibit A, to Petitioner. IT IS FURTHER ORDERED, ADJUDGED AND DECREED that a certified copy of this Rule and Order be recorded and indexed in the office of the Clerk and Recorder of Eagle County, Colorado, in like manner and in like effect as if it were a deed of conveyance from the owners and parties interested to Petitioner herein, and that the lis pendens recorded at Rec. No. 888532 in the records of the Clerk and Recorder of Eagle County is hereby released. DONE this day of 2005. BY THE COURT: District Court Judge 616217-RW RCHSH OVM5 5:15 PM 2 e o EXHIBIT A Legal Description (Lionshead Core Property) _ PARCEL A: LOT 4 BLOCK 1, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL B: TRACT D, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL C: TRACT C, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO PARCEL D: TRACTS G AND H, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL E: TRACT C, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, BUT EXCEPTING THEREFROM THE PORTION OF SAID TRACT C INCLUDED WITHIN CONCERT HALL PLAZA CONDOMINIUMS, ACCORDING TO THE CONDOMINIUM MAP RECORDED IN BOOK 286 AT PAGE 698, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL F: LOT 2, BLOCK 1, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL G: TRACT A, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. THE FOREGOING PARCELS A THROUGH G, INCLUSIVE, ARE CONVEYED SUBJECT TO THE FOLLOWING INTERESTS: a. Right of proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises as reserved in United States Patent recorded May 24, 1904, in Book 48 at Page 503 and in United States Patent recorded September 04, 1923, in Book 93 at Page 98. CI 656217.RED RCMH O&VW 5:15 PM A-1 o • b. Right of way for ditches or canals constructed by the authority of the United States as reserved in United States Patents recorded May 24, 1904, in Book 48 at Page 503, September 4, 1923 in Book 93 at Page 98 and July 13, 1939 in Book-123°at Page 617. C. Easement as contained in deed recorded November 12, 1971 in Book 222 at Page 258. d. Terms, conditions and provisions of Easement Agreement recorded August 25, 1972 in Book 225 at Page 183. e. Any outstanding lease as evidenced by deed recorded October 7, 1988, in Book 492, at Page 636. f. Terms, conditions and provisions of Encroachment Agreement recorded August 29, 1996, in Book 703 at Page 954. g. Terms, conditions and provisions of Trench, Conduit and Vault Agreement recorded March 23, 2001 at Reception No. 752849. h. Right of.way easement as granted to Holy Cross Electric Association, Inc. in instrument recorded March 02, 2001, under Reception No. 750938. i. Terms, conditions and provisions of commercial lease between Sunbird of Vail, Inc. and CAN-AM of Colorado, Inc. recorded March 02, 1988 in Book 479 at Page 784. j. Terms, conditions and provisions of lease with Automatic Laundry Company, Ltd. recorded November 18, 1998 at Reception No. 676693. k. Unrecorded residential leases and tenancies for units in Sunbird Lodge, Lot 2, Block 1, Vail/Lionshead Third Filing. 1. Reservations, restrictions, terms and provisions set forth in Agreement and Quitclaim Deed recorded August 16, 1991, in Book 560 at Page 180. M. Terms, conditions and provisions of Trench, Conduit and Vault Agreement recorded October 1, 2004 at Reception No. 893086. n. Terms, conditions and provisions of Holy Cross Energy Access Easement recorded December 18, 2000 at Reception No. 746937. o. Terms, conditions and provisions of Encroachment Agreement recorded June 22, 2004 at Reception No. 881473. p. Terms, conditions and provisions of Agreement Permitting Encroachments recorded October 6, 2003, at Reception No. 852684, and of Amendment to Agreement Permitting Encroachments recorded June 1, 2005 at Reception No. 917760. c 656217.RM RUISH MIMS 5:15 PM A-2 p O L q. Terms, conditions and provisions of Restrictive Covenant recorded June 1, 2005 at Reception No. 917761. r. Te-rms, conditions and provisions of Agreement Permitting Encroachment recorded June 1, 2005 at Reception No. 917762. S. All utility and/or drainage easements dedicated on or established by Vail/Lionshead, First Filing, according to the plat thereof recorded May 10, 1970, at Reception No. 113260, and Vail/Lionshead, Third Filing, according to the plat thereof recorded October 15, 1971, at Reception No. 117682. c r.. CI 6%217.RM RMSH OMS 5:15 PM A-3 0 0 Court: CO Eagle County District court 5th JD Judge: Richard H Hart .Date: 8/9/2005 Case Number: 2004CV447 Case Name: VAIL REINVESTMENT AUTHORITY vs. VAIL CORPORATION et al /s/ Judge Richard H Hart t cnut.c wuni M unVcn. ~rvw~.nw. u ~ rb~~ TEAK J SIMONY REC: $51.00 D S 137 50PM PAGES: 10 11/21/2005 LIONSHEAD CORE PROTECTIVE COVENANTS tQ (See Attached) After recording; please call `Gerry Arnold at 845.2658 to pick Itp this document. o v LIONSHEAD CORE PROTECTIVE COVENANTS THESE LIONHEAD CORE PROTECTIVE COVENANTS (these "Covenants") are made as of then day of ✓ 2005, by VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado (the "Authority"). RECITALS: A. By an exercise of its condemnation powers in.Case No. 2004CV447 before the District Court in Eagle County, Colorado, the Authority has acquired fee title to real property constituting portions of the area in the Town of Vail, County of Eagle, State of Colorado, commonly known as Lionshead, which real property is legally described on Exhibit A attached hereto and incorporated herein by this reference and in its own right is commonly referred to as the Lionshead "Core" (such acquired real property being sometimes referred to hereinafter as the. "Core Properties"). B. Pursuant to such condemnation, the Authority has acquired the Core Properties free and clear of certain covenants that previously encumbered the Core Properties, or portions thereof, namely (i) the Protective . Covenants for Vail Village, Second Filing, as originally recorded in the real property records for Eagle County, Colorado (the "Records") on January 9, 1963, at Book 174, Page 431, and as amended by instrument recorded in the Records on August 27, 1964, at Book 183, Page 239; (ii) the Protective Covenants for Vail/Lionshead, First Filing, as originally recorded in the Records on May 18, 1970, at Book 217, Page 675, and as amended by instrument recorded in the Records on August 39, 1971, at Book 221, Page 498; and (iii) the Protective Covenants for Vail/Lionshead, Third Filing, as originally recorded in the Records on October 15, 1971, at Book 221, Page 991, and as amended by instrument recorded in the Records on August 12, 1977, at Book 258;. Page 453 (collectively the "Original Covenants"). The Original Covenants established certain restrictions regulating the use of the Core Properties, or portions thereof. C. The Authority has determined to make and record these Covenants in order to establish appropriate limitations regulating the use of the Core Properties in place of the extinguished provisions of the Original Covenants, with these Covenants to be for the benefit of owners within Vail/Lionshead, First Filing, and Vail/Lionshead, Third Filing (as hereinafter defined for purposes of these Covenants), but only to the extent those owners are hereinafter designated as beneficiaries; and to the extent they are so designated as beneficiaries, such benefits shall also inure to their respective grantees, successors and assigns (such owners, to the extent each such owner is a designated beneficiary hereunder, being hereinafter referred to in the singular and collectively as the "Benefitted Owner(s)," and their respective properties which give them the status of Benefitted Owners being sometimes referred to hereinafter in the singular or collectively as the `Benefitted Property(ies)"). These Covenants are made in furtherance of establishing and maintaining the character and value of real estate in the Lionshead area. NOW, THEREFORE, in consideration of the premises, the Authority, for itself and its grantees, successors and assigns in and to the Core Properties, does hereby impose, 620647.6 RUISH 2 a establish, publish, acknowledge, declare and agree with, to and for the benefit of the.Benefitted Owners, that the Authority owns and holds the Core Properties subject to the following restrictions, covenants and conditions, all of which shall be deemed to run with the land and to inure to the benefit of the Benefitted Owners and be binding upon the Authority as the owner of the Core Properties, and its grantees, successors and assigns. 1. LAND USE. The various lands within the Core Properties shall be subject to the applicable land use limitations set forth below: (a) That portion of the Core Properties originally platted as Tract D, Vail/Lionshead, First Filing, shall be used only for the following purposes: (i) Use and improvement as a ski yard, including, without limitation, the location, development, operation, maintenance, use and enjoyment therein of ski lift and gondola terminals and facilities, skier bridge and other access ways, and other improvements, fixtures, facilities, equipment or uses supporting, ancillary or related to Ski Mountain Operations (as defined below), and further specifically including, and again without limitation, ski schools, ski and other storage and other skier sales and services, other sales and customer services, and administrative, maintenance, clerical and office uses and functions associated with Ski Mountain Operations; and (ii) Use and improvement as an open area for recreational and entertainment purposes and functions, and further allowing for and including, without limitation, landscaping; paved or gravel paths, trails and access ways; walkway, terrace, deck or patio areas (which may be enjoyed, without limitation, as outdoor dining, lounge, bar, entertainment, access and/or sitting areas, and which uses may be appurtenant or ancillary to improvements or uses on adjacent property); retaining walls, windscreen walls, fences, parapet walls, or similar barriers; vehicular driveways, fountains, steps and similar outdoor amenities and structures; subterranean parking and other facilities and uses; and recreational facilities, including (without limitation) swimming pools and related buildings; and (iii) Any other uses, functions, facilities or improvements ancillary, incidental or related to any of the foregoing uses permitted under this paragraph 1(a). The term "Ski Mountain Operations" shall mean the operations of the downhill ski area and year-round mountain resort and recreational facility commonly known as Vail Mountain, as those operations change, expand and evolve from time to time (and which include and may include summertime and wintertime recreational and entertainment pursuits, both ski-related and not ski-related, and related food and beverage and other sales and services), and related purposes associated with the business affairs of the owners and operators of Vail Mountain and facilities thereon. 620647.6 RCFISH 2 o v (b) That portion of the Core Properties constituted by Tract G, Vail/Lionshead, Third Filing, shall be used primarily as a private road and access way (which may be paved and improved, and may include both surface improvements and subterranean tunnel access improvements), furnishing vehicular and pedestrian ingress and egress to and from the property platted as Lot 1, Vail/Lionshead, First Filing, First Addition, according to the plat thereof recorded in the Records on July 3, 1970, at Book 218, Page 335, Reception No. 113926 (the "Lion Square Properties"), and also the Core Properties. The Tract G owner may elect to dedicate all or portions of Tract G as public right-of-way. However, the aforesaid Tract G may also be used and employed for any other uses or purposes enumerated under paragraph (d) below (including, without limitation, the placement in and/or encroachment into said Tract G of building or other improvements) that do not materially interfere with the enjoyment of effective access by the Lion Square Properties. (c) That portion of the Core Properties constituted by Tract A, Vail/Lionshead, Third Filing may be used for public or private right-of-way, open area, landscaping, paved or gravel pedestrian walks, decks, retaining walls, steps and other site improvements, and recreational facilities above, on, or below ground level. (d) All other lands and areas within the Core Properties may be used and enjoyed only for high density, multi-family residential dwelling structures and uses (with high density, multi-family residential to include, for purposes of these Covenants, all residential uses other than single-family detached and duplex or other form of two- family uses); public accommodations (including hotel and lodge uses); public, commercial and recreational uses and structures (including, without limitation, an outdoor skating rink and open plaza and other areas providing or allowing for recreational or entertainment activities and amenities; daycare and children centers; commercial retail uses and operations, which may include, again without limitation, restaurants, coffee shops and other eating and drinking establishments; ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and any uses enumerated in paragraph 1(a) above or otherwise related to Ski Mountain Operations); improvements and uses for pedestrian and vehicular access and parking (including, without limitation, parking clubs), and loading/delivery facilities, uses and functions; and other uses, functions, improvements and facilities ancillary, incidental or related to any of the foregoing. 2. SIGNS. No signs, billboards, poster boards or advertising structure of any kind shall be erected or maintained on any lot or structure for any purpose whatsoever, except in accordance with the prevailing laws, rules and regulations from time to time of the Town of Vail (the "Town"). 3. WATER AND SEWAGE. Each structure designed for occupancy or use by human beings shall connect with the water and sewerage facilities of the Vail Water and Sanitation District. No private well shall be used as a source of water for human consumption or irrigation in the Core Properties, nor shall any facility other than those provided by the Town or any applicable special district or other governmental authority be used for the disposal of sewage (the foregoing being subject, however, to any contrary laws, rules or regulations of the Town 620647 6 RCFISH 3 o v prevailing from time to time). Mechanical garbage disposal facilities shall be provided in each kitchen or food preparing area to the extent required by applicable laws, rules and regulations of the Town. 4. TRASH AND GARBAGE. No trash, ashes or other refuse may be thrown or dumped on any land within the Core Properties. The burning of refuse out of doors shall not be permitted in the Core Properties. No incinerator or other device for the burning of refuse indoors shall be constructed, installed or used by any person. Each property owner within the Core Properties shall provide or be provided, in common with other owners, suitable receptacles for the collection of refuse. Such receptacles shall be screened from public view and protected from disturbance. 5. LIVESTOCK. No animals, livestock, horses, or poultry of any kind except dogs, cats and other household pets (which may include, without limitation, any animals or species that may be maintained and marketed in a commercial retail pet store) shall be kept, raised or bred in the Core Properties. 6. TREES. No trees shall be cut, trimmed or removed in the Core Properties, except as permitted under the laws, rules and regulations of the Town prevailing from time to time. 7. LANDSCAPING AND GARDENING. All surface areas disturbed by construction shall be returned promptly to their natural condition and replanted in native grasses, except where such areas are covered by the subject improvements being constructed or are to be 0141 improved by the construction or installation of gardens, lawns, exterior living areas or other landscaping or improvements undertaken in accordance with the laws, rules and regulations of the Town prevailing from time to time. 8. TRADE NAMES. No word, name, symbol, or combination thereof shall be used to identify for commercial purposes a house, structure, business or service in the Core Properties except in accordance with the laws, rules and regulations of the Town prevailing from time to time. 9. TEMPORARY STRUCTURES. No temporary structure, excavation, basement, trailer or tent shall be permitted in the Core Properties, except as may be necessary during construction, or as may be permitted under applicable laws, rules and regulations of the Town, including, without limitation, those permitted for recreational, outdoor entertainment or other functions or events. 10. CONTINUITY OF CONSTRUCTION. All structures commenced in the Core Properties shall be prosecuted diligently to completion. 11. NUISANCE. No noxious or offensive activity shall be carried on nor shall anything be done or permitted which shall constitute a public nuisance in the Core Properties. Activities in the ordinary course of construction will not constitute a nuisance. 12. EFFECT AND DURATION OF COVENANTS. The conditions, CW restrictions, stipulations, agreements and covenants contained herein shall be for the benefit of 620647.6 RCFISH 4 0 0 each Benefitted Property, and its Benefitted Owner, and shall be binding upon the Core Properties, and their owners and successors in interest, and shall continue in full force and effect until January 1, 2049. 13. DESIGNATION OF BENEFITTED OWNERS. The Benefitted Owners and the Benefitted Properties are hereby designated as follows: (a) The properties within Vail/Lionshead, First Filing, and their respective owners, shall constitute Benefitted Properties and Benefitted Owners only to the extent that the restrictions and limitations hereunder apply to those Core Properties originally platted as part of Vail/Lionshead, First Filing. (b) The properties within Vail/Lionshead, Third Filing, and their respective owners, shall constitute Benefitted Properties and Benefitted Owners only to the extent that the restrictions and limitations hereunder apply to those Core Properties originally platted as part of Vail/Lionshead, Third Filing 14. AMENDMENT. (a) For the conditions, restrictions, stipulations, agreements and covenants contained herein (collectively "Covenant Provisions") that inure to the benefit of properties within Vail/Lionshead, First Filing, and their respective owners, the same may be waived, abandoned, terminated, amended or supplemented, in whole or in part (and whether addressing new or pre-existing subject matter), upon and only upon securing the written consent of the owners of 66 2/3% of the surface land area (whether publicly or privately owned) within the boundaries of Vail/Lionshead, First Filing, as the same may then be shown by the plat on file in the Records; provided, however, that use changes for the property originally platted as Tract D, Vail/Lionshead, First Filing, shall also require approval of the Town. Each Benefitted Owner within Vail/Lionshead, First Filing, will be bound by any waiver, abandonment, termination, amendment or supplement of the Covenant Provisions instituted in accordance with the foregoing consent requirements. (b) For those Covenant Provisions that inure to the benefit of properties within Vail/Lionshead, Third Filing, and their respective owners, the same may be waived, abandoned, terminated, amended or supplemented, in whole or in part (and whether addressing new or pre-existing subject matter), upon and only upon securing the written consent of the owners of 66 2/3% of the surface land area (whether publicly or privately owned) within the boundaries of Vail/Lionshead, Third Filing, as the same may be then shown by the plat on file in the Records. Each Benefitted Owner within Vail/Lionshead, Third Filing, will be bound by any waiver, abandonment, termination, amendment or supplement of the Covenant Provisions instituted in accordance with the foregoing consent requirements. 15. ENFORCEMENT. (a) If any person shall violate or threaten to violate any of the Covenant Provisions, Vail Associates, Inc. or its successors or assigns, the Town, or any 620647.6 RMSH 5 0 4 of the applicable Benefitted Owners may, but without obligation to do so, enforce the provisions of this instrument by instituting such proceedings at law or in equity as may be appropriate to enforce the applicable Covenant Provisions, including a demand for injunctive relief to prevent or remedy the threatened or existing violation of the applicable Covenant Provisions, and for damages. (b) Each owner within the Core Properties hereby appoints the Town Clerk of the Town as its agent to receive any notice provided for herein and to accept service of process in any court proceeding brought to enforce the applicable Covenant Provisions. Any notice required under this paragraph 15 shall be written and shall specify the violation or threatened violation objected to, the property subject to the violation and shall demand compliance with the applicable Covenant Provisions within fifteen (15) days after the giving of such notice. If after reasonable efforts the person giving the notice shall be unable to deliver the same personally to the person to whom it is directed and shall be unable to obtain a return receipt showing delivery of notice to the person to whom it is directed, then the required notice shall be deemed sufficiently given if posted upon the property described in the notice and mailed to the last known address of the person to whom the notice is directed and if also mailed or delivered to the Town Clerk of the Town as agent of the property owner. Personal service of process may be obtained, but only for the enforcement of the applicable Covenant Provisions, by service of process upon the Town Clerk of the Town as agent for the owner to be served, as defendant, if after reasonable diligence such defendant cannot be found within the State of Colorado and personal service cannot be otherwise obtained under the Colorado Rules of Civil Procedure. (c) Vail Associates, Inc., the Town, or any Benefitted Owner bringing a proceeding under paragraph 15(a) to enforce any of the applicable Covenant Provisions shall be entitled to judgment for the actual costs and expenses, including reasonable attorneys' fees, incurred by such person in the prosecution of such proceeding in addition to any other relief granted by the court. (d) No assent or acquiescence, expressed or implied, to any violation or threatened violation of any of the provisions of this instrument shall be deemed or taken to be a waiver of any succeeding or other violation or threatened violation of the applicable Covenant Provisions. 16. SEVERABILITY. Invalidation of any one of the provisions of this instrument by judgment or court order or decree shall in no way affect any of the other provisions, which shall remain in full force and effect. 17. SCOPE OF BENEFITTED PROPERTIES. For purposes of these Covenants, (i) Vail Village, Second Filing shall mean and encompass all the properties included within the plat of Vail Village, Second Filing recorded in the Records on January 9, 1963, at Reception No. 96928, as re-recorded and/or amended by plat recorded in the Records on March 25, 1963, at Reception No. 97199; (ii) Vail/Lionshead, First Filing shall mean and encompass all the properties included within the plat of Vail/Lionshead, First Filing recorded in the Records on May 10, 1970, at Reception No. 113260; and (iii) Vail/Lionshead, Third Filing 630647 6 KCFISH 6 0 0 shall mean and encompass all the properties included within the plat of Vail/Lionshead, Third Filing recorded in the Records on October 15, 1971, at Book 221, Page 992. All references in these Covenants to the plats of those properties shall mean the applicable plat referenced in this paragraph 17. 18. DEFINITION OF OWNER. As used in this instrument, the phrases "real property owner" or "owner of real property" or similar references shall mean any natural person, partnership, corporation, association or other entity or relationship, including any governmental entity, which shall own an estate in its own right or as a co-tenant or otherwise in fee simple, or a leasehold interest or estate for years for a term of not less than forty-nine (49) years in any portion of the lands included within any Benefitted Properties. Such phrases shall not include within their meaning the holder or owner of any lien or security interest in lands or improvements thereon within the subject Benefitted Properties, nor any person claiming an easement or right-of-way for utility, transportation or other purpose through, over or across any such lands. However, in the case of any land or property incorporated into a condominium community, the "owner" thereof shall mean, for purposes of paragraph 14 above, the board of directors (however denominated) of the governing condominium association, acting in accordance with the board's generally prevailing rules and procedures for taking such action. 19. APPLICATION OF LAWS. All references in these Covenants to laws, rules and regulations of the Town prevailing from time to time, or applicable laws, rules and regulations of the Town, or similar references, shall mean the same as they are applied and enforced by the Town from time to time within legally permissible bounds of discretion. [Balance of page intentionally left blank] 620647 6 RUISH 7 o v IN WITNESS WHEREOF, Vail Reinvestment Authority has made these Lionshead Core Protective Covenants as of the day, month and year first above written. VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado By: Name: Stanley B. er Title: Executive Director STATE OF COLORADO ) ) ss. COUNTY OF ) 00 le- M i The foregoing instrument was acknowledged before me this ~/D day of e k~L , 2005 by Stanley B. Zemler, as Executive Director of Vail einvestment Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. C Witness my hand and official seal. My Commission expires: D IR!Tl d00 620647 6 RCHSH 8 0 a EXHIBIT A IL Legal Description of Core Properties PARCEL A: LOT 4 BLOCK 1, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL B: TRACT D, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL C: TRACT C, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO PARCEL D: TRACTS G AND H, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. C PARCEL E: TRACT C, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL F: LOT 2, BLOCK 1, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL G: TRACT A, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. 620647 6 RMSH A- I EAGLE COUNTY RECORDER. COLORADO 937604 TEAK J SIMONTON 01 37:51PM 23 REC $106.00 DO ; PAGES= 21 11/2112005 CORE SITE DEVELOPMENT AGREEMENT (See Attached) is After recording; please call Gerry Arnold at 845.2658 to pick up this document. E i 0 CORE SITE DEVELOPMENT AGREEMENT THIS CORE SITE DE ENT AGREEMENT (this "Agreement") is made effective as of the day of F~ , 2004, by and between the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado (the "Authority"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"). 1. Vail Associates, Inc., intends to redevelop the site that it owns in the Lionshead area of the Town of Vail to the north of the Eagle Bahn Gondola facilities and which is commonly referred to as the Lionshead "Core", and more fully described in Exhibit A attached hereto (the "Core Site Property"). That redevelopment is referred to herein as the "Core Site Project." 2. Vail Associates intends that the Core Site Project be comprised of a mixed-use real estate project, which will include residential condominium and/or other multi-family units; public accommodations, including hotel and/or lodge uses; commercial retail uses, including, without limitation, restaurants, coffee shops and other eating and drinking establishments; public and recreational uses and structures, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations relating to sporting, recreational or outdoor activities; and other uses, improvements and facilities complementary, supplementary, ancillary, incidental or related to any of the foregoing, including, without limitation, pedestrian and vehicular access ways and facilities, and loading/delivery facilities. 3. The Town's Planning and Environmental Commission has approved design and development plans for the Core Site Project as set forth or referenced on Exhibit B, as approved on September 27, 2004, and attached hereto (the "Core Site Design Approvals"). 4. The Core Site Property is encumbered with certain covenants and other restrictions on title that are inconsistent with the Core Site Project as proposed by Vail Associates and as approved by the Town in the Core Site Design Approvals. 5. Pursuant to the Lionshead Reinvestment Agreement, the Authority has initiated a condemnation action to acquire the Core Site Property for the purpose of removing the covenants and other restrictions on title that are inconsistent with the Core Site Project as proposed by Vail Associates and as approved by the Town in the Core Site Design Approvals. Also, pursuant to the Lionshead Reinvestment Agreement, completion of the condemnation process is contingent upon the Town and Vail Associates entering into this Agreement. MUR\59599.01 \486462.4 1 0 0 6. Initially capitalized terms used but not defined herein shall have the meanings ascribed thereto under the Lionshead Reinvestment Agreement. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Construction Drawings: Within seven days of execution of this Agreement, Vail Associates will provide evidence to the Town that it has entered into a contract with and authorized its architects, 42/40 Architecture, Inc., to commence final construction drawings for the Core Site Project. 2. Conditions of Vail Associates Prior to Closing. As mutual conditions to Closing: a) Vail Associates will apply for and obtain all necessary land use and design approvals from the Town and will obtain all necessary building permits for the construction of the Core Site Project. b) Vail Associates will obtain easement grants and vacations and other grants, approvals or dispositions from the holders of affected property interests that are necessary for proceeding with the construction of the Core Site Project. C) Vail Associates will secure adequate financing as is necessary, in the sole discretion of Vail Associates, for the construction of the Core Site Project, which the Town acknowledges may be dependent upon pre-sales and other factors. d) Upon the satisfaction of the Conditions specified in a) through c) above, Vail Associates shall give written notice to the Authority and the Town of the satisfaction of all of the Conditions. Written notice shall include evidence, satisfactory to the Authority and the Town in their respective reasonable discretion, of the satisfaction of all of the Conditions. 3. The Authority's Requirements Prior to Closing. a) Within fifteen (15) days of the execution of this Agreement, the Authority, with the consent and stipulation of Vail Associates, will apply for and obtain a judgment from the District Court in Civil Action No. 2004CV447 (the "Eminent Domain Proceeding") declaring that the Property has been condemned and the interests of all parties have been determined, subject to the issuance of a Rule and Order upon the request of the parties. The judgment will specify that if no Rule and Order has been requested on or before October 1, 2008, that the judgment will be vacated and the Petition in Condemnation dismissed. b) Within fourteen (14) days of written notice from Vail Associates that it has satisfied all of the Conditions of Vail Associates Prior to Closing in Section 2 9W above, the Authority, with the consent and stipulation of Vail Associates, will obtain a Rule and Order from the District Court in the Eminent Domain Proceeding conveying unencumbered fee title in the Property to the Authority. MUR\59599.01\486462.4 2 • 0 4. Closin : Upon entry of the final Rule and Order under Section 3(b) above, the Authority the Town, and Vail Associates will proceed to conduct a closing (the "Closing") on a mutually agreeable date not more than ten (10) days after completion of the Eminent Domain Proceeding by the District Court's entry of the final Rule and Order therein. a) Authority Obligations at Closing: The Authority will duly execute, acknowledge and deliver a special warranty deed (the "Deed") conveying the Core Site Property to Vail Associates, subject only to the Remaining Exceptions for the Core Site Property, real property taxes and assessments, and new restrictive covenants for the Core Site Property attached as Exhibit D-1 to the Lionshead Reinvestment Agreement (collectively the "Permitted Exceptions"). b) Town's Obligations at Closing: (i) At Closing, or thereafter if and to the extent elected by Vail Associates, the Town will vacate or abandon any pre-existing utility easements in its favor that have locations conflicting with the approved development of the Core Site Project and the corresponding configurations of water, sanitary sewer, storm drainage and "dry" utilities. In furtherance of the development of the Core Site Project, the Town will grant, across and upon any pertinent easement or property ownership interests held by the Town, and/or accept new corresponding public or quasi-public easements for the affected utilities and other services as configured for the development of the Core Site Project, subject to the Town's approval of those configurations as they may affect Town property interests. (ii) The Town will convey to Vail Associates fee title to those portions of Tract C, Vail/Lionshead First Filing, and Tract C, Vail/Lionshead Third Filing (collectively "Tract C"), that are presently owned by the Town and that ultimately will be encroached by Core Site Project improvements, as set forth in the development plans for the Core Site Project approved by Town's Planning and Environmental Commission and Design Review Board. Specific legal descriptions for those encroachment areas will be established administratively during the Town's approval processes governing the final plans for issuance of building permits for the Core Site Project, and/or any replatting process for the Core Site Property. C) Vail Associates' Obligations at Closing: MUR\59599.01 \486462.4 0 i (i) At Closing Vail Associates will furnish the Town with a promissory note or other form of personal financial undertaking committing to pay the sum of $3,000,000 (the "Financial Commitment"), as security and collateral for the commencement by Vail Associates of the Core Site Project as evidenced by the commencement of "Vertical Construction" as set forth herein. "Vertical Construction" shall mean above ground construction of the frame or at least one elevator core for the Core Site Project. (ii) The Financial Commitment will be released by the Town if the commencement of Vertical Construction occurs on or before July 1, 2008; provided, that if excavation for the Core Site Project has commenced on or before July 1, 2008, the Financial Commitment will be released if Vertical Construction is commenced on or before July 1, 2009. The Town shall be entitled to convert the Financial Commitment to cash for its sole and exclusive use if the commencement of Vertical Construction does not occur on or before July 1, 2008; provided, that if excavation for the Core Site Project has commenced on or before July 1, 2008, the Financial Commitment will be released if Vertical Construction is commenced on or before July 1, 2009. 5. Public Infrastructure. Vail Associates will construct or cause to be constructed public streetscape improvements within the streetscape area depicted on the drawing referenced on Exhibit C attached hereto. These public streetscape improvements include improvements on property owned by Vail Associates ("On-Site Streetscape Improvements") and improvements in public right of way or other Town properties ("Off-Site Streetscape Improvements"). In addition, Vail Associates will construct or cause to be constructed certain right-of-way improvements to or affecting Lionshead Place adjacent to the Core Site Property ("Lionshead Place Improvements"). The parties will specifically delineate the On-Site and Off-Site Streetscape Improvements to be undertaken in the process of the development plan approvals for the Core Site Project rendered by the Town's Design Review Board, based on scope and quality standards comparable to those historically employed by the Town for streetscape in Vail Village. The required Lionshead Place Improvements will be consistent with those provided for in the Core Site Design Approvals. The On-Site and Off-Site Streetscape Improvements and the Lionhead Place Improvements, as applicable, will otherwise be undertaken in accordance with the following: a) Certain Off-Site Streetscape Improvements may encroach into third-party property interests. To the extent they do, it will be necessary for the Town to secure the consents of the affected third-party owners. To the extent that those consents cannot be obtained in a timely manner consistent with Vail Associates' construction schedule, then the undertaking of the affected Off-Site Streetscape Improvements will not MUR\59599.01 \486462.4 4 • 0 condition the development or occupancy of the Core Site Project, so long as Vail Associates posts or causes to be posted security with the Town (by a letter of credit or other reasonably acceptable financial device) in an amount based on then prevailing construction values in the market. The Town can then undertake the pertinent Off-Site Streetscape Improvements by recourse to the security provided, if and when the requisite third-party consents are obtained, and with the Town to bear any excess costs. At such time, if ever, as the Town, acting in good faith, determines that it will not be able to secure the requisite third-party consents for any applicable Off-Site Streetscape Improvements, then the security attributable to those Off-Site Streetscape Improvements shall be remitted to Vail Associates; in addition, to the extent those Off-Site Streetscape Improvements are completed by the Town, and the resulting construction costs incurred by the Town to third parties are less than the amount of the posted security applicable thereto, then the remainder of that security will be returned to Vail Associates. The requisite security will be posted in an escrow (with Land Title Guarantee Company, or another escrow agent mutually satisfactory to the parties) and governed by written escrow instructions mutually made by the parties on reasonable terms that are consistent with the foregoing provisions. No certificates of occupancy, temporary or permanent ("C.O.s"), will be issued for the Core Site Project until Vail Associates (i) has completed the required On-Site Streetscape Improvements, Off-Site Streetscape Improvements, and the Lionshead Place Improvements or (ii) has posted or causes to be posted security for the remaining incomplete items with the Town (again by letter of credit or other reasonably acceptable financial device), in an amount equal to 125% of the projected construction costs of those remaining items. Vail Associates will warrant the On-Site Streetscape Improvements, Off-Site Streetscape Improvements, and the Lionshead Place Improvements for a 2-year period. b) The parties will act reasonably to coordinate the construction of the required On-Site Streetscape Improvements, Off-Site Streetscape Improvements, and the Lionshead Place Improvements with other public infrastructure construction projects being undertaken by the Town, so long as such coordination does not cause any material delays in the construction schedule for the On-Site Streetscape Improvements, Off-Site Improvements, and the Lionshead Place Improvements and/or the Core Site Project, any material increases in related construction costs, or other material interference with the construction of the Off-Site Improvements or the Core Site Project. In any event, if any delays are incurred by Vail Associates in its construction schedule as a result of such coordination, then the completion/security requirements under paragraph (a) above will be deferred for a commensurate period with respect to the On-Site Streetscape Improvements, Off-Site Streetscape Improvements, and the Lionshead Place Improvements that are delayed, and no C.O.s will be withheld as a result; in addition, when that security is required to be posted or the deferred construction is completed, it will be in amounts based on the construction values that would have been applicable had the delays not occurred (and the Town will bear any incremental costs over and above those construction values). C) The Town will be solely, responsible for maintaining the Off-Site Streetscape Improvements. Vail Associates will be solely responsible for maintaining the On-Site Streetscape Improvements and the Lionshead Place Improvements. Vail MUR\59599.01 \486462.4 5 0 0 Associates will provide separate heat source facilities for the snowmelt facilities subsumed within the Town's maintenance obligations under the foregoing provisions, and the Town shall be solely responsible to maintain and operate those heat source facilities and bear the associated costs (including, without limitation, utilities charges). 6. Metropolitan Districts and Public Finance. a) The Town will permit and provide requisite approvals for action taken by Vail Associates to form not more than three metropolitan districts whose boundaries will be inclusive of the Core Site Property and any other development sites owned by Vail Associates or its corporate affiliates, and specifically excluding third-party interests (the "Metropolitan Districts"). The Metropolitan Districts may undertake, pursuant to agreement with Vail Associates, the construction and financing, of the Off- Site Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead Place Improvements as defined in Section above. The Metropolitan Districts' service plans will specifically limit the Metropolitan Districts' powers to the construction and financing of the Off-Site Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead Place Improvements and maintenance of the On-Site Streetscape Improvements and the Lionshead Place Improvements. b) If the Metropolitan Districts are formed and if the Metropolitan Districts undertake the obligations of Vail Associates with respect to the Off-Site Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead Place Improvements, or portions thereof, the Authority will enter into an Intergovernmental Agreement ("IGA") with the Metropolitan Districts for the construction of the Off-Site Streetscape Improvements, On-Site Streetscape Improvements, and the Lionshead Place Improvements, or applicable portions thereof, and maintenance of the On-Site Streetscape Improvements, and the Lionshead Place Improvements, or applicable portions thereof. The IGA shall provide that the Authority shall pay to the Metropolitan Districts amounts equal to the property taxes generated by any mill levy imposed by the Metropolitan Districts and collected by the Authority as tax increment funds. The IGA shall terminate upon the expiration of the power of the Authority to utilize tax increment funds. 7. Road Impact Fee. Vail Associates has submitted to the Town and the Town has accepted a traffic study to evaluate the project trip generations produced by the Core Site Project. As a condition to the issuance of any certificates of occupancy for the Core Site Project, Vail Associates will be required to pay and/or provide in-kind consideration for a traffic impact fee to the Town in an amount equal to $5,000 multiplied by the number of trip generations attributable to the Core Site Project during the peak hour period, as established by the accepted traffic study which fee may be satisfied by payments and/or credits in accordance with the Town's current prevailing standards and policies, consistently applied, that are generally employed for development projects in the Town. Any portion of the traffic impact fee paid in cash will be applied by the Town, in reasonable consultation with Vail Associates, to traffic and road system improvements at the two intersections of West Lionshead Circle with Frontage Road or to any other transportation project that may be approved by Vail Associates in writing. MUR\59599.01 \486462.4 6 0 8. Loading/Delivery Facility. Vail Associates will construct within the Core Site Project a loading/delivery facility with eight (8) loading/delivery bays, which will be in excess of the five bays required by the Town Code for the Core Site Project as a private facility. The bays will be made available for public use by grant of appropriate public easement to the Town, complemented by appropriate use regulations assuring adequate loading/delivery capacities for operations and uses within the Core and in relation to Vail Mountain (including ski operations). The public easement will include provisions for sharing, between Vail Associates and the Town, of operating, maintenance, and repair costs attributable to the loading/delivery facility, which sharing shall be based equitably on relative use. 9. Lionshead Place Skier Drop-Off, North Day Lot. The existing Lionshead Place skier drop-off will be removed by the Core Site Project. As a condition to the issuance of any C.O.s for the Core Site Project, Vail Associates must either be under construction, pursuant to a building permit or permits issued by the Town, for a project at the North Day Lot (comprising part of Lot 1, Block 1, Vail/Lionshead Third Filing) that incorporates skier drop-off under its approved plans, or else furnish comparable skier drop-off at an acceptable alternative location. In conjunction with the development of the North Day Lot project, Vail Associates will grant the Town an appropriate public easement for public use of the transit center facilities ultimately therein. The development of the North Day Lot will not act as any condition to development of the Core Site Project. 10. Coujiyard Access. Vail Associates will convey appropriate public easements to the Town for public use of the internal courtyard access ways within the Core Site Project that will be owned by Vail Associates contemporaneously with the initial issuance of any C.O.s for the Core Site Project. 11. Public Art. Vail Associates will provide $1,000,000.00 in public art in conjunction with the development of the Core Site Project. Vail Associates will determine the type and location of the art to be provided, subject to obtaining and giving reasonable consideration to input from the Vail Arts Board (the "Art Board"). Such input will be provided at a regularly scheduled public meeting of the Art Board. Vail Associates will furnish an initial proposed conceptual plan for the public art to the Art Board prior to the issuance of any building permits for the Core Site Project (for this and other purposes, building permits will not include grading permits or similar approvals authorizing grading or other site work). The timing for the installation of the public art will be reasonably incorporated by Vail Associates into the Core Site Project construction schedule in accordance with generally prevailing construction practices. 12. Employee Housing. a) In connection with the undertaking of the Core Site Project, Vail Associates will be required to replace the resulting loss of employee housing (i.e., the 100 "beds" lost) at the existing Sunbird Lodge, which will be razed and redeveloped as part of the Core Site Project, and to add incremental employee housing (again determined pursuant to a requisite number of "beds") corresponding with the employee housing MUR\59599.0 1 \486462.4 7 • 0 burdens generated by the Core Site Project development as and when actually developed. The requirement for incremental housing will be determined during the Town of Vail development plan review process for the Core Site Project in accordance with the current prevailing standards and policies, consistently applied, that are generally employed for development projects in the Town. The replacement housing for the Sunbird Lodge and such incremental housing are sometimes referred to hereinafter collectively as the "Core Employee Housing Requirements." The Core Employee Housing Requirements will be satisfied from housing within the Lionshead area of the Town of Vail, or any other location that may be approved by Town's Planning and Environmental Commission in the development plan process ("Acceptable Locations"). b) The provision of required employee housing to satisfy the Core Employee Housing Requirements will act as a condition to the issuance of any C.O.s for the Core Site Project. Vail Associates may provide required employee housing on an interim basis, not to exceed five (5) years, except that ultimately Vail Associates will be required to furnish permanent facilities for the Core Employee Housing Requirements. 13. Vested Rights. Vail Associates and the Town agree that the Core Site Design Approvals and this Agreement collectively constitute an approved "site-specific development plan" for the Core Site Property and the Core Site Project under the Vested Rights Laws (as defined below). Pursuant thereto, the Town agrees that Vail Associates, and its successors in interest in the ownership of the Core Site Property, or any portion thereof, will be entitled and have the right to undertake and complete development of the Core Site Property and the Core Site Project in accordance with the Core Site Design Approvals, as the same may be further amended or supplemented in connection with the development process by additional development and construction plans, platting or otherwise. This right to so develop shall constitute a vested property right under C.R.S. § 24-68-101, et seq. (the "Vested Rights Act"), and/or Town Code § 12-19-1 et seq. (collectively the "Vested Rights Laws"), and this Agreement shall constitute a development agreement within the meaning of the Vested Rights Act. This vested right is being established in consideration of the substantial time and investment which already has been and will be incurred by Vail Associates and its affiliates in planning for and undertaking the Core Site Project, and to afford Vail Associates and its affiliates and successors certainty of the availability of development rights during the potential phasing of the Core Site Project and the economic cycles and variability in market conditions that Vail Associates and its affiliates and successors may encounter during the build-out of the Core Site Project. The following language is hereby deemed incorporated into each of the Core Site Design Approvals (and amendments and supplements thereto) as well as this Agreement: "Approval of this plan may create a vested property right pursuant to Colorado Revised Statutes title 24, article 68, as amended." This vested property right shall have a term commencing as of the effective date of this Agreement and continuing for a period ending on July 1, 2008. 14. Liability of Successors. The provisions hereof touch and concern and run with the ownership of the Core Site Property. However, any successor owner to Vail Associates with respect to any portion of the Core Site Property or the Core Site Project will not have any personal liability for any of Vail Associates' obligations hereunder, MUR\59599.01 \486462.4 0 except to the extent such successor succeeds to Vail Associates' position as the owner/developer of any building improvements in the Core Site Project before they are initially completed (as evidenced by the issuance of any temporary or permanent certificate of occupancy therefor). This Agreement shall cease to act as any limitation or encumbrance upon any building improvements within the Core Site Project when such building improvements have been thus initially completed. The Town agrees to cooperate reasonably and diligently in furnishing recordable releases and terminations of this Agreement, or for discrete portions of the requirements hereunder, as and when the relevant requirements have been satisfied. Subject to the foregoing provisions, (i) this Agreement shall be binding upon and inure to the benefit of Vail Associates and its successors and assigns, and (ii) references herein to "Vail Associates" shall be construed to include its successors and assigns from time to time. Vail Associates may also assign its maintenance and other obligations under Section 5 above to any successor owner in the Core Site Project, to one or more of the Metropolitan Districts, and/or to any owners' association formed for the Core Site Project or any portion thereof, and Vail Associates will have no further liability for any of those obligations that are so assigned. 15. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below: If to Vail Associates: c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 X MUR\59599.01 \486462.4 9 • d with a copy to: c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 If to Town: Town of Vail 75 S. Frontage Road Vail, Colorado 81657 Attention: Town Manager Fax No.: (970) 479-2157 with a copy to: Town of Vail 75 S. Frontage Road Vail, Colorado 81657 4W Attention: Town Attorney Fax No.: (970) 479-2157 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 16. Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future laws, the legality, validity and enforceability of the remaining provisions in this Agreement shall not be affected thereby, and in lieu of the affected provision there shall be deemed added to this Agreement a substitute provision that is legal, valid and enforceable and that is as similar as possible in content to the affected provision. It is generally intended by the parties that this Agreement and its separate provisions be enforceable to the fullest extent permitted by law. 17. Exhibits. All Exhibits to this Agreement which are referenced by the provisions hereof as being attached hereto are deemed incorporated herein by this reference and made a part hereof. MUR\59599.01\486462.4 10 0 0 18. Entire Agreement. This Agreement and the other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. 19. Estoppel Certificate. At any time and from time to time (but upon not less than ten (10) days' prior notice by Vail Associates), the Town shall execute, acknowledge and deliver to Vail Associates and its designees an estoppel certificate in writing certifying that this Agreement is unmodified and in fiill force and effect (or if there have been modifications, that this Agreement is in full force and effect as so modified, and stating the modifications); that Vail Associates is not in default of any obligations, conditions or requirements hereunder, except as otherwise specified in the response; and such other matters and information related to this Agreement as may be reasonably requested. Failure of the Town to furnish its response within the requisite 10- day period shall be conclusive upon the Town that the matters requested for disclosure are in the status most favorable to Vail Associates, as determined by Vail Associates. 20. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. Each party hereto acknowledges that it has had full and fair opportunity to review, make comment upon, and negotiate the terms and provisions of this Agreement, and if there arise any ambiguities in the provisions hereof or any other circumstances which necessitate judicial interpretation of such provisions, the parties mutually agree that the provisions shall not be construed against the drafting party, and waive any rule of law which would otherwise require interpretation or construction against the interests of the drafting party. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. The titles of the paragraphs in this Agreement are for convenience of reference only and are not intended in any way to define, limit or prescribe the scope or intent of this Agreement. 21. Town Council Approval. This Agreement shall not become effective until the Town Council's adoption and approval of this Agreement by ordinance. As part of that ordinance, the Town Council will designate and authorize the Town Manager to execute and deliver this Agreement on behalf of the Town. The effective date of this Agreement shall be the date upon which this Agreement has been executed and delivered by Vail Associates and so executed as set forth above by the Town Manager. 22. Waivers and Amendments. No provision of this Agreement may be waived to any extent unless and except to the extent the waiver is specifically set forth in a written instrument executed by the party to be bound thereby. No modification or amendment to this Agreement shall have any force or effect unless embodied in an amendatory or other agreement executed by Vail Associates and the Town, with the Town's execution to be authorized by Town Council ordinance or resolution, as applicable. However, if, on behalf of the Town, the Town Manager, after consultation with the Director of Community Development, determines that any proposed amendment MUR\59599.01 \486462.4 11 • • ` or modification constitutes a minor change, then the Town Manager shall have the unilateral power and authority to execute and deliver such amendment or modification on behalf of the Town and to bind the Town thereby. In any event the Town Manager will have the unilateral power and authority to furnish any estoppel certificates, approvals, confirmations of whole or partial termination, or other documents or communications contemplated by the provisions of this Agreement. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 24. Additional Assurances. The parties agree to reasonably cooperate to execute any additional documents and to take any additional action as may be reasonably necessary to carry out the purposes of this Agreement. 25. No Third Party Beneficiary. Except for the corporate affiliates of Vail Associates, who are expressly intended to be third-party beneficiaries of Vail Associates' rights hereunder, no third party is intended to or shall be a beneficiary of this Agreement, nor shall any such third party have any rights to enforce this Agreement in any respect. Vail Associates' "corporate affiliates" will include any entity which by direct or indirect majority ownership interests is controlled by, controls, or is under common control with Vail Associates. Other corporate affiliates of Vail Associates may have ownership interests in the Property and/or the Core Site Property, and references herein to "Vail Associates" shall be deemed to include any such corporate affiliate with an ownership interest. 26. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. 27. Recording. This Agreement shall be recorded in the real property records for Eagle County, Colorado. 28. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Town and Vail Associates, and nothing contained in this Agreement shall be construed as making the Town and Vail Associates joint venturers or partners. 29. Attorneys' Fees. In the event any legal proceeding arises out of the subject matter of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and the presiding court will be bound to make this award). IN WITNESS WHEREOF, the Town and the Authority and Vail Associates have made this Core Site Development Agreement as of the day, month and year first above written. [Signature blocks on following page] MUR\595 99.0 1 \486462.4 12 TOWN: ~~ota~~ 0 TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado By: ✓lA"h/ z,~wt~~ Name: Title: Town ager ATTE L elei onaldson, Town Clerk STATE OF COLORADO ) ss: COUNTY OF ,Xk4~;,b ) oing instrume was ac owled ed before me this ay of ~~'70-i~, by as Town Manager of the Town of Vail, a municipal corporation dul rganized and existing by virtue of the laws of the State of Colorado. Witness my hand and official seal. My commission expires: ~fJ4 -6- SOD of ub is • ~ Y PU& [Signature blocks continue on following page] 0 OU LORELEI } . DOS . OF • •C MUR\59599.01\486462.4 13 • 0 VAIL ASSOCIATES: THE VAIL CORPORATION DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: Name: Title: STATE OF COLORADO 0 before me this E~ day of ;h r✓) as Sln- oY V ; GC Pr c,s ; d~of The Vail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. ~ ss: COUNTY OF ) The foregoing instrument was r~DV E ,e f' , 200 , by I1/1 Gam' Witness my hand and official seal. • F~0 My commission expires: 14-11-0-7 t Notary Public 0 n~9 :ACigL~GPQ° [Signature blocks continue on following page] OF CO MUR\59599.0 1 \486462.4 14 o • VAIL REINVESTMENT AUTHORITY By: Name: / Title: fib 1~'re~fi~ . . . STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing inst ent was acknowledged before me this day of 41 2004, by ti as (~f 1 of Vail Reinvestment Authority, a body co o to duly organized and existing as an urban renewal authority under the laws of the State of Colorado. Witness my hand and official seal. My commission expires: LORELEI DONALDSON 0 MUR\59599.01 \486462.4 15 EXHIBIT A CORE SITE PROPERTY Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • • MUR\59599.01 \486462.4 • 0 EXHIBIT B CORE SITE DESIGN APPROVALS Design Development Plans entitled "Lionshead Core Area Redevelopment" prepared by 42/40 Architecture, Project No. 20826.02, submitted to the Town of Vail as of September 10, 2004, and approved by the Town's Planning and Environmental Commission as of September 27, 2004 • • MUR\59599.01 \486462.4 • 0 EXHIBIT C STREETSCAPE AREA F- -I L-A Drawing No. SDI. 10, "Site Improvements Plan," within the Core Site Design Approvals and describing part of the Core Site Project, as attached hereto. MUR\59599.0 1 \486462.4 • Streetscape area is constituted by the shaded areas on this drawing, excluding building improvements. Right edge of this page is a match line with the left edge of the next page. E%HIBIT C ATTACHMENT FOR CORE SITE DEVELOPMENT AGREEMENT • t~IOaEM . a 0\ 0 U !m /I DEV®APMID" iz ~z 'k / atak r, k ~ * COh(PANY raama.oo / t3 42M Mo">Ecnw nmrr~ HAMMOVERTM " a f ~ 1 T ► M ma Cm A9 / ` U61M0 lgrdED / i / NYVQ ~ / I ~ / 1.. N!•ITTIL .Y rE WMObCOA t ON'IA / ~ ~ / ~ I a r10liTf NYreR 1.OQ,IG d i ® .rHD85If1AN ACLBSfiA.9D4WRi ROVm®-17y! 0 I ~ ~ ~ j rr.Fal~ fr~rKJrl -Af~LL~+ff rfOVm®~i~IIID~S,[Y.}yT! RE i ~r0110 rrn YINY~/r W4'Tb1Y ' -AaOt= 6Mglil T10Vm8D ta)X9A[Y OH! - NOM AU.AU An AR~AA48 ~Y 0 r 7G • She SCALE „W4 SD 1.10 NOT FOR CONSTRUCTION t.-w EAGLE COUNTY RECORDER. CULUKRUU bj'elbf b TEAK J SIMONTON 01=37:52PM 23 REC: $106.00 DL S PAGES= 21 11/21/2095 AMENDMENT TO CORE SITE DEVELOPMENT AGREEMENT (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. • AMENDMENT TO CORE SITE DEVELOPMENT AGREEMENT THIS AMENDMENT TO CORE SITE DEVELOPMENT AGREEMENT (this "Amendment") is made effective as of the I g4t*day of. a , 2005, by and between the TOWN OF VAIL, a municipal corporation my organized and isting under and by virtue of the laws of the State of Colorado (the "Town"), VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado (the "Authority"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"). RECITALS: A. The Town, the Authority and Vail Associates are the parties to that certain Core Site Development Agreement dated as of November 8, 2004 (the "Development Agreement"). Initially capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto under the provisions of the Development Agreement. B. The parties have mutually determined to modify and supplement the provisions of the Development Agreement in certain respects, as set forth in and in accordance with the provisions of this Amendment. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Acceptance of Easement Dedications. In connection with the Core Site Project, the Town has received or will receive various easement grants, made expressly as public dedications and recorded or to be recorded in the real property records for Eagle County, Colorado (the "Records"), from Vail Associates and various other parties with interests as adjacent owners or adjacent governing owners' associations, for purposes pertaining to specified utilities and/or storm drainage, or access ways, streetscaping and other surface improvements. Those easement grants made and to be made are identified on Exhibit A hereto (collectively, the "Public Easements"). The Town hereby agrees that effective upon execution and delivery by The Town Manager, or upon the final written confirmation of the Town Manager, as applicable pursuant to paragraph 5 below, the Town accepts the public dedication under the grant of each Public Easement, for the use of the public, including the use of vehicular and pedestrian ways for public access purposes. This acceptance will be subject to and without limitation upon the terms of the grants under the Public Easements themselves, and furthermore will not be construed to limit the applicable construction warranty obligations of Vail Associates under the Development Agreement for the improvements and facilities installed by or through Vail Associates in the applicable easement areas. 2. Designation of Vail Associates. (a) The various Public Easements provide in part that they may be used and enjoyed by the Town and its designees or invitees. In furtherance of the completion of the Core Site Project, the Town hereby designates Vail Associates, 644376.7 RCF7SH • together with its designees and affiliates and any metropolitan district formed with jurisdiction over the pertinent easement areas, and the contractors and agents of Vail Associates or any such designees, affiliates, or metropolitan districts, and subcontractors and other parties engaged by, through or under any of them (collectively the "Designees"), to act as the Town's designees and/or invitees under the Public Easements for purposes of the construction and installation of the following improvements and work, together with any related construction warranty work or subsequent repairs, maintenance or replacements for which Vail Associates or any such Designees may otherwise be obligated: (i) The Off-Site Streetscape Improvements; (ii) The Lionshead Place Improvements; (iii) All equipment, facilities and improvements for or related to sanitary sewer, water, gas, electric, telecommunications and other utility services, and also storm drainage, as the same are to be installed in connection with the Core Site Project in accordance with the plans and specifications for the Core Site Project approved by the Town, and otherwise in accordance with the ordinary, generally applicable utility and storm drainage regulations and practices of the Town and the pertinent utility suppliers (collectively the "Utilities Improvements"). The designation under this paragraph 2(a) will also extend to the applicable utilities suppliers, and their contractors and agents, and any subcontractors and other parties engaged by, through or under any of them (all of which parties shall be regarded as included within the "Designees"), to the extent any such utility supplier undertakes the installation of or other work pertaining to any Utilities Improvements; and (iv) Any other work of improvement within the applicable easement areas provided or required for the Core Site Project under applicable "Development Approvals," as hereinafter defined ("Core Improvements"). (b) The Town further grants Vail Associates and the applicable utilities suppliers and the other Designees an irrevocable license, coupled with an interest and non-terminable, to construct and install those portions of the Off-Site Streetscape Improvements, Utilities Improvements, Lionshead Place Improvements and any other Core Improvements that are to be located within properties owned by the Town. Those parties are further authorized to enter those properties and undertake therein any related construction warranty work or subsequent repairs, maintenance or replacements for which Vail Associates may otherwise be obligated and which pertain to the Core Improvements that remain in place from time to time, with Vail Associates' obligations in this regard being conditioned on the effectiveness of this authorization or other authorization provided by the Town for allowing timely entry. The subject properties of the Town specifically include, without limitation, those utility and drainage easement areas established or to be established by the Town pursuant to recorded declarations of public easement dedications that are identified on Exhibit B attached hereto; Vail 644376.7 RCFlSH 2 • C Associates and the other Designees are hereby made express beneficiaries of those easements for undertaking the applicable work. (c) Vail Associates will indemnify and defend the Town from and against any and all liabilities to third parties, including those pertaining to any personal injury or physical damage to property, which may be imposed upon or incurred by the Town and which arise from and are caused by the use and enjoyment by, through or under Vail Associates of any of the license rights granted under paragraph 2(b) above, together with all costs and expenses, including reasonable attorneys' fees, that the Town may incur in connection with any such indemnified liability. In any case this indemnity shall not apply, however, to any liabilities to the extent attributable to any negligence, willful misconduct or other breach of any legal duty by the Town or its contractors or agents; in addition, this indemnity shall be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 3. Utilities and Snowmelt Undertaking. (a) Notwithstanding the provisions of paragraph 5(c) of the Development Agreement, the parties acknowledge that the snowmelt facilities within the Off-Site Streetscape Improvements (the "Off-Site Snowmelt Facilities") will connect to and be served by the same common boiler(s) and heat source facilities that serve snowmelt facilities within the On-Site Streetscape Improvements and/or the Lionshead Place Improvements, as well as building and other improvements within the Core Site Project (the "Central Heat Facilities"), and the Town will not have separate heat source facilities for the Off-Site Streetscape Improvements. In that regard: (i) The utility charges incurred in so providing heat to the Off- Site Snowmelt Facilities will be separately metered, and the Town will be solely responsible for paying the utility charges incurred. The Town will also bear its proportionate share of the costs incurred by Vail Associates from time to time to maintain, repair and replace the Central Heat Facilities in the ordinary course of Core Site Project operations (the "Central Snowmelt Costs"), with the Town's proportionate share to be based on the relative utilities consumption for the Off- Site Snowmelt Facilities in comparison to such consumption incurred for the snowmelt facilities within the On-Site Streetscape Improvements and the Lionshead Place Improvements, and building and other improvements served thereby. The amount of the Central Snowmelt Costs and their apportionment between Vail Associates and the Town shall be determined in accordance with the ordinary accounting and management practices prevailing from time to time in connection with the Core Site Project. Vail Associates agrees that it shall provide maintenance, repairs and replacements for the Central Heat Facilities (or any substitutions thereof) as necessary to keep the same in good operating condition, and operate the same in accordance with its ordinary business practices to finnish snowmelt capacity for the Off-Site Snowmelt Facilities, provided such capacity shall be materially consistent with the general operating standards presently maintained for other public properties of the Town served by mechanical 644376.7 RCFlSH 3 0 snowmelt systems. The Town will provide maintenance, repairs and replacements for the Off-Site Snowmelt Facilities as part of its maintenance obligations for the Off-Site Streetscape Improvements under the Development Agreement. (ii) The Town's proportionate share of Central Snowmelt Costs will be billed and invoiced to the Town from time to time, but no more frequently than once in any calendar month, and each payment owing from the Town will be due and payable within thirty (30) days after notice thereof. If any such payment owing from the Town is not made when due, it shall thereafter bear interest until paid at an annual interest rate equal to one percent (1%) plus the prime interest rate published from time to time by The Wall Street Journal. At any time that any such payment is delinquent, i.e., remains unpaid after its due date, Vail Associates at its election may suspend the provision of heating services to the Off-Site Snowmelt Facilities until the pertinent delinquency and all interest accrued thereon are paid in full, provided Vail Associates must first give the Town an additional 30 days' notice of the pending suspension of services upon or after the occurrence of the delinquency. This right of suspension will be cumulative with and without limitation upon other rights or remedies available at law or equity for enforcement of any delinquency, including, without limitation, an appropriate collection action. (iii) The parties specifically acknowledge that the Off-Site Snowmelt Facilities will encompass and include certain snowmelt facilities (the "Lionshead Centre Snowmelt Facilities") located or to be located within and serving the condominium property (the "Lionshead Centre Property") governed by Lionshead Centre Condominium Association (the "Lionshead Centre Association"), and that the Lionshead Centre Property will receive snowmelt services pursuant to a certain Construction Agreement and Easement made or to be made between Vail Associates and Lionshead Centre Association (the "Lionshead Centre Agreement"). The Lionshead Centre Snowmelt Facilities will be regarded as part of the Off-Site Snowmelt Facilities for all purposes. Effective upon the final written confirmation of the Town Manager pursuant to paragraph 5 below, the Town assumes the obligations under the Lionshead Centre Agreement for maintaining, repairing, replacing and operating the Lionshead Centre Snowmelt Facilities (except to the extent the same fall within Vail Associates' construction warranty obligations), and shall bear and discharge all liabilities associated therewith. Effective upon the rendering of that final written confirmation, Vail Associates assigns to the Town (i) the easement rights under the Lionshead Centre Agreement to enter the Lionshead Centre Property for performing these assumed obligations (this assignment being non-exclusive, with Vail Associates retaining the right to use and enjoy the easement rights under the Lionshead Centre Agreement), and (ii) all rights to receive, under the terms of the Lionshead Centre Agreement, reimbursements from the Lionshead Centre Association for Central Snowmelt Costs which have been reimbursed by the Town to Vail Associates in the first instance, and for costs associated with the 644376.7 RCRSH 4 0 • maintenance, repair, replacement and operation of the Lionshead Centre Snowmelt Facilities that the Town incurs. (iv) The parties agree that the boundary between Off-Site Streetscape Improvements and the Lionshead Place Improvements, including, without limitation, the allocation of snowmelt facilities between the two, shall be in material conformity with the depiction of that division attached as Exhibit C hereto. In addition, the parties mutually confirm that (i) the skating rink area and facility within the Core Site Project will constitute part of the On-Site Streetscape Improvements, and (ii) the Lionshead Place Improvements will encompass and include right-of-way, streetscape and related improvements which, pursuant to the Development Approvals and as part of the Core Site Project, are constructed or installed within the Lionshead Place right-of-way and adjacent areas owned by the Town in Tracts A and E, Vail/Lionshead Third Filing, according to the recorded plat thereof, as well as within the applicable easement areas adjacent to the Lionshead Place right-of-way established under the applicable easement dedications to the Town, as set forth on Exhibit A hereto, from Lion Square Condominium Association, Inc., Lion Square Phase II and III Condominium Association, Inc., Lion Square North Condominium Association, Inc., and Antlers Condominium Association, Inc. The On-Site Streetscape Improvements may be owned from time to time in whole or part by any Metropolitan District, any owner of the Core Site Project or any portion thereof, or any other public or private entity. (b) Vail Associates covenants and agrees that it shall complete or cause the applicable utilities suppliers to complete the Utilities Improvements in connection with and as part of the Core Site Project. The completion of the Utilities Improvements that will be publicly dedicated to the Town (i.e., storm drainage) will be subject to the same warranty, guarantee and other provisions governing the On-Site Streetscape Improvements, the Off-Site Streetscape Improvements, and the Lionshead Place Improvements that are set forth in paragraph 5 of the Development Agreement; for other Utilities Improvements, Vail Associates will be obligated to satisfy any warranty requirements of the applicable utility supplier. However, notwithstanding any provisions to the contrary under the foregoing, all maintenance, repairs and replacements of Utilities Improvements following their initial completion will be solely the obligation of the Town or the pertinent utility supplier, as applicable, except that (i) Vail Associates will remain liable for its applicable construction warranty obligations, for any maintenance obligations to which Vail Associates otherwise agrees in writing, and for any maintenance obligations lawfully imposed upon Vail Associates by any applicable utility supplier other than the Town, and (ii) any utility improvements in the nature of private connections serving individual properties shall be the responsibility of the pertinent owner to maintain. Furthermore, to the extent any maintenance, repairs or replacements for the Utilities Improvements conducted by or through the Town or other applicable utility supplier also necessitate maintenance, repairs or replacements of On-Site Streetscape Improvements or Lionshead Place Improvements which are damaged or disturbed as a result thereof, the Town or pertinent utilities supplier, as applicable, will 644376.7 RCFISH 5 undertake the maintenance, repairs or replacements of the On-Site Streetscape Improvements or Lionshead Place Improvements that are so damaged or disturbed, except to the extent otherwise agreed in writing by Vail Associates for any applicable utility supplier. The Town shall cause the applicable utilities suppliers to conform to the foregoing provisions. (c) Notwithstanding any provisions of the Development Agreement to the contrary, Vail Associates and its successors in interest in the Core Site Project will not have any liability or responsibility for maintenance, repairs or replacements of any Lionshead Place Improvements to the extent that Vail Associates or its successors secure any covenant or agreement of any adjacent owner or governing owners' association to undertake any such maintenance, repairs or replacements, and the applicable owner or owners' association will become solely responsible for the maintenance, repairs or replacements so undertaken and will be regarded as included within the Designees. The foregoing will not be construed, however, to limit Vail Associates' applicable construction warranty obligations. (d) The rights and obligations of Vail Associates in connection with operations, maintenance, repairs or replacements under this paragraph 3 will be assignable and may be delegated, in whole or in part, in accordance with paragraph 14 of the Development Agreement, and as provided therein, Vail Associates will be relieved of any further liability for any obligations so assigned. (e) In connection with paragraph 4(b)(i) of the Development Agreement: (i) The Town agrees that pursuant to and as partial discharge of its obligations under that paragraph 4(b)(i), the Town will grant by declaration a public utility and drainage easement of a general nature over the entirety of the Town's ownerships in Tract C, Lionshead Sixth Filing, according to the recorded plat thereof heretofore or hereafter recorded (which shall be "Tract C" for purposes of this Amendment). Under that easement the Town will retain the same regulatory rights and powers as are applicable to the use of public easements in Town rights-of-way. The Town will further grant by declaration a non-exclusive public access easement over its ownerships in Tract C for pedestrian and emergency vehicle use, and also make the other easement dedications and grants for utility, access and construction purposes which, along with the foregoing, are identified on Exhibit B hereto. The foregoing grants under this paragraph (i) will be made pursuant to paragraph 5 below. (ii) Pursuant to Ordinance No. 8, Series of 2005, the Town is undertaking to terminate certain pre-existing public utility and drainage easements established under VaiULionshead First Filing and VaiULionshead Third Filing, according to the recorded plats thereof, in connection with the plat of Lionshead Sixth Filing. The Town agrees that it will confirm the termination of the applicable easements when the applicable termination conditions under Ordinance 644376.7 RCFISH 6 • • No. 8 have been satisfied, and that upon such satisfaction the Town will also process and adopt an amended and restated version of Lionshead Sixth Filing that will clearly reflect of record the termination of the pertinent easements. (iii) The Town and Vail Associates mutually acknowledge that they collectively own all record interests, and the benefited and burdened real properties, under the "Termination Agreements" defined below, and that the Termination Agreements are now obsolete, pertain to real estate improvements that either have not and are not to be undertaken or have been abandoned, confer no benefit on either party, and create an unwarranted cloud on title; accordingly, Vail Associates and the Town mutually agree to make and record in the real property records for Eagle County, Colorado, a termination and release of the Termination Agreements. The "Termination Agreements" are constituted by (A) the Easement Agreement recorded August 25, 1972, in Book 225 at Page 183, (B) the Agreement recorded December 5, 1978, in Book 279 at Page 340, and (C) the Easement Agreement recorded February 21, 1984, in Book 378 at Page 915, all such recordings being in the real property records for Eagle County, Colorado. 4. Licenses. The Town acknowledges that the Core Site Design Approvals, as the same have been and may be further amended or supplemented in connection with the Town's development process by additional development and construction plans and otherwise (collectively the "Development Approvals"), provide for certain balconies and other overhangs, foundation footings and other improvements that encroach (the "Core Encroachments") into Tract C. In addition, the Core Site Design Approvals also provide for (i) a vehicular/pedestrian access way constituting part of the Core Site Project (the "Tract C Access Way") that crosses a segment of Tract C adjacent to the westerly boundary of the Core Site Project and (ii) underground access tunnel improvements constituting part of the Core Site Project that extend from the Core Site into the right-of-way of Lionshead Place (the "Tunnel Improvements"). The Town agrees that it shall grant, without further action by Town Council, to Vail Associates and its successors in interest, as a benefiting appurtenance to the Core Site, one or more irrevocable licenses, coupled with an interest and non-terminable, permitting the construction, installation, modification, replacement, maintenance, repair, use and enjoyment of the improvements causing the Core Encroachments and also of the Tract C Access Way and the Tunnel Improvements, as the same have been and may be approved from time to time by the Town pursuant to its development processes. A pending license grant for these purposes is identified on Exhibit B hereto. 5. Implementation and Acceptance of Grants. The Town hereby authorizes the Town Manager, in consultation with the Town Attorney, to execute and deliver, on behalf of the Town and on terms acceptable to the Town Manager, such easements and license agreements and other documents and instruments with or for the benefit of Vail Associates as may be necessary or appropriate to establish and effectuate the easement and license grants from the Town and the termination of the Termination Agreements provided for under paragraphs 3 and 4 above, and also any Public Easement grants to which the Town is a signatory party, In addition, the other Public Easements and the Lionshead Centre Agreement, as it pertains to the Lionshead 644376.7 RCFISH 7 Centre Snowmelt Facilities, are to be on terms determined to be acceptable by the Town Manager, in consultation with the Town Attorney, and upon that determination being completed, the Town Manager will execute a written confirmation thereof, in form reasonably satisfactory to Vail Associates, for recording in the real property records for Eagle County, Colorado. 6. Parking Investment. The Town and Vail Associates are parties to that certain Parking Capital Investment Agreement dated'as of November 8, 2004, under which Vail Associates, pursuant to requirements and conditions of Town approvals for developing the "Gore Creek Project" referenced therein, made certain contractual undertakings to invest the sum of $4,300,000 in additional public parking facilities within the Town that the Town may develop (the "Parking Agreement"). The Town and Vail Associates have now mutually determined that it is more appropriate to allocate and attribute the parking investment obligation under the Parking Agreement to the Core Site Project in lieu of the Gore Creek Project. Accordingly, the Town and Vail Associates mutually agree to make an amended and restated parking capital investment agreement which will supersede the existing Parking Agreement and will be made upon substantially the same terms as those set forth in the Parking Agreement, except that the amended and restated agreement shall be predicated upon Town conditions and requirements for the Core Site Project, in lieu of the Gore Creek Project. The existing Parking Agreement will be expressly superseded by the amended and restated agreement. The capital investment obligations under the amended and restated agreement will constitute the personal obligation of Vail Associates and will not run with the ownership of the Core Site Project, and correspondingly will not be conditioned upon the undertaking of the Core Site Project. 7. Approval; Further Action. This Amendment shall not become effective until the Town Council's adoption and approval of this Amendment by resolution. As part of that resolution, the Town Council will designate and authorize the Town Manager to execute and deliver this Amendment on behalf of the Town. The effective date of this Amendment shall be the date upon which this Amendment has been executed and delivered by Vail Associates and so executed and delivered as set forth above by the Town Manager. Furthermore, upon this Amendment becoming effective, the Town Manager will be further authorized to execute all documents and instruments on behalf of the Town, without further action of Town Council, in furtherance of executing and discharging the terms and provisions of this Amendment, provided such documents and instruments are not materially inconsistent with the terms of this Amendment, or constitute only a minor change to the terms of this Amendment or the Development Agreement as determined in accordance with paragraph 22 of the Development Agreement. 8. Effect of Amendment. Except as modified hereby, the Development Agreement shall remain in full force and effect in accordance with its stated provisions. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Development Agreement, the provisions of this Amendment shall be controlling. The terms of this Amendment shall be interpreted and given force and effect in accordance with the non-conflicting provisions of the Development Agreement, which shall be applied to the terms and provisions of this Amendment as if this Amendment were a part of the Development Agreement in the first instance. The terms of this Amendment will not be 644376.7 RCfISH • construed to limit the effect of any conditions to Closing under the Development Agreement which presently remain unsatisfied. 9. Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. 10. Recording. Like the Development Agreement, this Amendment shall be recorded in the Records. 11. Exhibits. Exhibits referenced under the other provisions hereof as being attached hereto are incorporated herein by this reference and made a part hereof. [Balance of page intentionally left blank.] • 644376.7 RCFISH 9 • • IN WITNESS WHEREOF, the Town, the Authority and Vail Associates have made this Amendment to Core Site Development Agreement as of the day, month and year first above written. TOWN: TOWN OF VAIL, a municipal corporation duly :EA organized and existing by virtue of the laws of the State of Colorado B y' Name: Stan Zemler Title: Town Manager XATTET:dson, Town Clerk STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) cd~l The foregoing instrument was acknowledged before me this ;da of 2005 b Y Y Z~yan zeml-e~2 , as Town Manager of the T n of il, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado. Witness my hand and official seal. My-Commission expires: ~2~ ~g aOO (p MiARY AN GRAHAWBEST Not blic _ [Signature blocks continue on following pages) 644376.7 RCFISH 10 STATE OF COLORADO ) )SS. COUNTY OF EAGLE ) VAIL ASSOCIATES: THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation By Naj Tit? The foregoing i triunent was acknowledged before me this (q 144 d~' of 2005, by /Vtae ft~ le -C yvl , as 'Sr- Il )c f F1 R5id/.S,.t of The V ' Corporation d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My Commission expires: 0 UD -q ARA(00 7*A J Notary Public [Signature blocks continue on following pages] Form: ElDepartnwnf Y ARNO • 644376.7 RCFISH 11 • • • VAH, REINVESTMENT AUTHORITY: J~S~r VAIL REINVESTMENT AUTHORITY, a body ~.•a..••••.,,s4~,~ corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado y. CaL. By: Name: Stan Zemler Title: Executive Director • al'L~ The foregoing instrument was acknowledged before me this day of 2005, by 5 ~a n 0-e m t eK , as 15 ecu f l U °e T-? e640l2 of ail investment Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) Witness my hand and official seal. expires: (02 ?a ,DDIo 0~PY 70,; L C,q,P,H tA-BES'T r - No P blic [Signature blocks continue on following pages] .7 644376.7 RCFISH 12 EXHIBIT A (Easement Dedications to be Accepted by the Town of Vail) GRANTOR CODE LION SQUARE PHASE II AND III CONDOMINIUM 6. DR1-LS-II&III ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE NORTH CONDOMINIUM 11. H_A1 & 12. H_A2 LSN ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE PHASE II AND III CONDOMINIUM 13B. H_A3B LSII&III ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE CONDOMINIUM ASSOCIATION, 14. H_A4 & 15. H_A5 LSC INC., a Colorado nonprofit corporation THE VAIL CORPORATION, a Colorado corporation, dba 20. VR H_A1 & 21. VR H_A2 Vail Associates, Inc. 4L LION SQUARE NORTH CONDOMINIUM 23. WS1-BG LSN ASSOCIATION, INC., a Colorado nonprofit corporation LION SQUARE NORTH CONDOMINIUM 24. WS2-AG LSN ASSOCIATION, INC., a Colorado nonprofit corporation THE VAIL CORPORATION, a Colorado corporation 25. WS1-AG VR d/b/a Vail Associates, Inc. ANTLERS CONDOMINIUM ASSOCIATION, INC., a 28. Antlers DR Colorado non-profit corporation ANTLERS CONDOMINIUM ASSOCIATION, INC., a 29. Antlers HA Colorado non-profit corporation ANTLERS CONDOMINIUM ASSOCIATION, INC., a 30. Antlers WI Colorado non-profit corporation ROBERT T. LAZIER and DIANE J. LAZIER 34. Lazier DR-UTIL 11 644376.7 RMSH A-1 GRANTOR CODE LANDMARK-VAIL CONDOMINIUM ASSOCIATION, 37. Landmark DR INC., a Colorado non-profit corporation THE LIFT HOUSE CONDOMINIUM ASSOCIATION, 40. Lift House DR INC., a Colorado non-profit corporation LIONSHEAD ARCADE BUILDING CONDOMINIUM 41. Arcade DR ASSOCIATION, a Colorado non-profit corporation LANDMARK-VAIL CONDOMINIUM ASSOCIATION, 42. Landmark Mall INC., a Colorado non-profit corporation THE LIFT HOUSE CONDOMINIUM ASSOCIATION, 43. Lift House Mall INC., a Colorado non-profit corporation LIONSHEAD ARCADE BUILDING CONDOMINIUM 44. Arcade Mall ASSOCIATION, a Colorado non-profit corporation ROBERT T. LAZIER and DIANE J. LAZIER .45. Lazier Mall VAIL 21 CONDOMINIUM ASSOCIATION, INC., a 46. Vail 21 Mall Colorado non-profit corporation VAIL LIONSHEAD CENTRE CONDOMINIUM 47. VLC Mall ASSOCIATION, a Colorado non-profit corporation THE VAIL CORPORATION, a Colorado corporation, dba 52. TRACT A I ST FIL UTIL Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 55A. TRACT B VR UTIL Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 56. TRACT C DR-UTIL Vail Associates, Inc. THE VAIL CORPORATION, DB/A VAIL 57. TRACT G-DR-UTIL ASSOCIATES, INC., a Colorado corporation 644376.7 RCFISH A-2 GRANTOR CODE THE VAIL CORPORATION, a Colorado corporation, 59, 60 & 63. TRACTS C, D d/b/a Vail Associates, Inc. & B DR THE VAIL CORPORATION, a Colorado corporation, dba 64 & 65. TRACTS C & D Vail Associates, Inc. DUCT THE VAIL CORPORATION, a Colorado corporation, dba 66. TRACT B FIL 1 UTIL Vail Associates, Inc. 67. TRACT B FIL 2 UTIL THE VAIL CORPORATION, a Colorado corporation, dba 68. TRACT D UTIL Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 69. TRACT X UTIL Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 70. REPLATTED LOT 1 HC Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 71. TRACT D PHONE Vail Associates, Inc. 72. TRACT C PHONE THE VAIL CORPORATION, DB/A VAIL 73. TRACT A 1sT FIL PATH ASSOCIATES, INC., a Colorado corporation THE VAIL CORPORATION, a Colorado corporation, dba 77. TRACT D EX-GAS Vail Associates, Inc. THE VAIL CORPORATION, a Colorado corporation, dba 82. TRACT G TOWN Vail Associates, Inc. (this easement is not to be a public ACCESS dedication, but is to be subject to Town acceptance in conjunction with and as if part of the Public Easements) THE VAIL CORPORATION, a Colorado corporation, dba 83. PUBLIC TURNAROUND Vail Associates, Inc. ACCESS is 644376.7 RCFISH A-3 • C GRANTOR CODE THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. 84. COURTYARD PEDESTRIAN ACCESS The foregoing numbered codes or a variant thereof will appear on the face of each recorded easement. 644376.7 RCFISH A-4 0 EXHIBIT B Declarations by Town of Vail of Public Easement Dedications 53. TRACT B 1sT FIL-UTIL 54. TRACT A 3RD FIL-UTIL 80. TRACT C-ACCESS 81. TRACT C -DR and UTEL Other Town Easement Grants 31. ANTLERS-GAS [to Antlers Condominium Association, Inc.] 74. TRACT A 3RD FIL TUNNEL [to Vail Associates, Lion Square Condominium Association, Inc., Lion Square Phase II and III Condominium Association, Inc., and Lion Square North Condominium Association, Inc.] 75. TRACT A 3RD FIL ROAD 76. TRACT E 3RD FIL ROAD [a combined grant to Vail Associates, Lion Square Condominium Association, Inc., Lion Square Phase II and III Condominium Association, Inc., and Lion Square North Condominium Association, Inc.] 78. TRACT A 3RD FIL & TRACT B 1sT FIL Access [to Vail Associates] 79. TRACT C SH [to Vail Associates] Pendinz License Grant Under Paragraph 4 90. TOV Encroachment License The foregoing numbered codes or a variant thereof will appear on the face of each recorded easement: • 644376.7 RCHSH B-1 • 0 9 EXHIBIT C Depiction of Boundary between Off-Site Streetscape Improvements and Lionshead Place Improvements (see the attached) • is 641376.7 RCRSH C-1 -Irn-->.•r3' 2 O I C 7 - _ H~ G rilrf !0 "n ~ d lv~.!' xO5`'~ ~ 5• ~t e s .c~y:fE ~H leo4o,~ T14 X 4 •saIeiOossV VLA Puu IitA jo umol gill jo s0oujo 3141 it, aiig uo pouilujureuz oq iiim D jigiuxg siu1 jo uoisIan pa.zoio3 aigi~?ai wom d EAGLE COUNTY RECORDER. COLORADO 937606 TEAK J SIMONTON REC : $26.00 L $01 37 53P11 PAGES : 5 11/21/2005 • SPECIAL WARRANTY DEED (See Attached) After recording; please call Gerry Arnold at 845.2658 to 'pick up this document. ~1~po 0 • After Recording, Return To: Robert C. Fisher, Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17'" Street, Suite 1600 Denver, CO 80202 SPECIAL WARRANTY DEED [Statutory Form - C.R.S. § 38-30-115] VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado, whose street address is 75 South Frontage Road, Vail, Colorado 81657, Attention: Stanley B. Zem1dr, Executive Director, Town of Vail, County of Eagle and State of Colorado ("Grantor"), for good and valuable consideration, in hand paid, hereby sells and conveys to THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation, whose street address is c/o Vail Resorts Development Company, P.O. Box 959, 137 Benchmark Road, Avon, Colorado 81620, Town of Avon, County of Eagle and State of Colorado, the real property in the County of Eagle and State of Colorado that is legally described on Exhibit A attached hereto and incorporated herein by this reference, with all its appurtenances, and warrants the title against all persons claiming under Grantor, subject to the title exceptions set forth on Exhibit B attached hereto and incorporated herein by this reference. Made as of the tday of Al d y e `n b e r , 2005. VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado i By: 7 - Name: Stanley B emler Title: Executive Director STATE OF COLORADO ) ) SS. COUNTY OF ) The oregoing instrument was acknowledged before me this ~v day of , 2005, by Stanley B. Zemler, as Executive Director of Vail R nvestment Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. Witness my hand and official seal. 1~ Vision expires: Rr~i~pp .~,1 '~'~:.*L~"ii•t'' ms's-•,- .~..,T ~ [Consideration paid less than $500 - no documentary fee required] 6572703 RCFISH 08/16105 12.52 PM • • EXHIBIT A Legal Description (Lionshead Core Property) PARCEL A: LOT 4 BLOCK 1, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL B: TRACT D, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL C: TRACT C, VAIL/LIONSHEAD FIRST FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO, BUT EXCEPTING THEREFROM THOSE PORTIONS OF TRACT C DESCRIBED IN QUITCLAIM DEED RECORDED AUGUST 16, 1991, IN BOOK 560 AT PAGE 180. PARCEL D: TRACTS G AND H, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL E: TRACT C, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO, BUT EXCEPTING THEREFROM THE PORTION OF SAID TRACT C INCLUDED WITHIN CONCERT HALL PLAZA CONDOMINIUMS, ACCORDING TO THE CONDOMINIUM MAP RECORDED IN BOOK 286 AT PAGE 698, AND FURTHER EXCEPTING THEREFROM THOSE PORTIONS OF TRACT C DESCRIBED IN QUITCLAIM DEEDS RECORDED AUGUST 16, 1991, IN BOOK 560 AT PAGE 180, AND JULY 17, 1984, IN BOOK 389 AT PAGE 502. PARCEL F: LOT 2, BLOCK 1, VAIL/LIONSHEAD THIRD FILING, ACCORDING TO THE RECORDED PLAT THEREOF, COUNTY OF EAGLE, STATE OF COLORADO. • 657270.1 RUISH 08/16/0512:52PM A-1 • • EXHIBIT B PERMITTED EXCEPTIONS 1. Right of proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises as reserved in United States Patent recorded May 24, 1904, in Book 48 at Page 503 and in United States Patent recorded September 04, 1923, in Book 93 at Page 98. 2. Right of way for ditches or canals constructed by the authority of the United States as reserved in United States Patents recorded May 24, 1904, in Book 48 at Page 503, September-4, 1923 in Book 93 at Page 98 and July 13, 1939 in Book 123 at Page 617. 3. Easement as contained in deed recorded November 12, 1971 in Book 222 at Page 258. 4. Terms, conditions and provisions of Easement Agreement recorded August 25, 1972 in Book 225 at Page 183. 5. Any outstanding lease as evidenced by deed recorded October 7, 1988, in Book 492, at Page 636. 6. Terms, conditions and provisions of Encroachment Agreement recorded August 29, 1996, in Book 703 at Page 954. 7. Terms, conditions and provisions of Trench, Conduit and Vault Agreement recorded March 23, 2001 at Reception No. 752849. 8. Right of way easement as granted to Holy Cross Electric Association, Inc. in instrument recorded March 02, 2001, under Reception No. 750938. 9. Terms, conditions and provisions of commercial lease between Sunbird of Vail, Inc. and CAN-AM of Colorado, Inc. recorded March 02, 1988 in Book 479 at Page 784. 10. Terms, conditions and provisions of lease with Automatic Laundry Company, Ltd. recorded November 18, 1998 at Reception No. 676693. 11. Unrecorded residential leases and tenancies for units in Sunbird Lodge, Lot 2, Block 1, Vail/Lionshead Third Filing. 12. Reservations, restrictions, terms and provisions set forth in Agreement and Quitclaim Deed recorded August 16, 1991, in Book 560 at Page 180. 13. Terms, conditions and provisions of Trench, Conduit and Vault Agreement recorded October 1, 2004 at Reception No. 893086. 14. Terms, conditions and provisions of Encroachment Agreement recorded June 22, 2004, at Reception No. 881473. 6572707 RUISH 06/16/051252 PM B-1 15. Terms, conditions and provisions of Agreement Permitting Encroachments recorded October 6, 2003, at Reception No. 852684, and of Amendment to Agreement Permitting Encroachments recorded June 1, 2005 at Reception No. 917760. 16. Terms, conditions and provisions of Restrictive Covenant recorded June 1, 2005, at Reception No. 917761. 17. Terms, conditions and provisions of Agreement Permitting Encroachment recorded June 1, 2005 at Reception No. 917762. 18. All utility and/or drainage easements dedicated on or established by Vail/Lionshead, First Filing, according to the plat thereof recorded May 10, 1970, at Reception No. 113260, and Vail/Lionshead, Third Filing, according to the plat thereof recorded October 15, 1971, at Reception No. 117682. • • 657270.3 RCFISH 08/161051252 PM D-2 EAGLE COUNTY RECORDER. COLORADO 937607 TEAK J SIMONTON i1:37:54PM 319 REC: $16.00 DOG PAGES 3 11/21/2005 t f QUITCLAIM DEED (See Attached) C After recording; please call Gerry Arnold at 845.2658 to pick up this document. Robert C. Fisher, Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17'" Street, Suite 1600 Denver, CO 80202 QUITCLAIM DEED [Statutory Form - C.R.S. § 38-30-116] VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado, whose street address is 75 South Frontage Road West, Vail, Colorado 81657, Attention: Stanley B. Zemler, Executive Director, for good and valuable consideration, in hand paid or received, hereby sells and quitclaims to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado, whose street address is 75 South Frontage Road West, Vail, Colorado 81657, the real property in the County of Eagle and State of Colorado that is legally described on Exhibit A attached.. hereto and made a part hereof, with all its appurtenances. Signed this day of lyd u e m k e Y , 200 . L , STATE OF SS: COUNTY OF OCt The foregoing instrument was acknowledged before me this D day of 2005, by Stanley B. Zemler, as Executive Director of Vail Reinvestment Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado By:If-V Y ' Stanley B. Zemler, Executive Director Witness my hand and official seal. My commission expires: ~D ag ply ublic ~°sPYalwS^Yfh""u~"! h (k, 9 657269.3 RCFISH 08116/05 12:52 PM • 9 C EXHIBIT A LEGAL DESCRIPTION Parcel A: Those portions of Tract C, Vail/Lionshead, First Filing, according to the recorded plat thereof, described in quitclaim deed recorded August 16, 1991, in Book 560 at Page 180, County of Eagle, State of Colorado. Parcel B: Those portions of Tract C, Vail/Lionshead, Third Filing, according to the recorded plat thereof, described in quitclaim deeds recorded August 16, 1991, in Book 560 at Page 180, and July 17, 1984, in Book 389 at Page 502, County of Eagle, State of Colorado. Parcel C: Tract A, Vail/Lionshead Third Filing, according to the recorded plat thereof, County of Eagle, State of Colorado. 657269.3 RCFISH 08116/05 12:52 PM A-1 A q co w W o U O N o ~ 0 0 p U w ~ ~ o 0 Z a z 0 a U s w 0 w 0 Q v U V q KP LOP N k a~ r<Gkb ~ 3 N ~ J V01~J Z¢ -b = i ~ a ~ <a~ ~ aW r" V1 R r. 9R1°bk7 ' b l o~ ¢ 33 1yy1~~~~ py yyyyy/// ;}j' Fv5 dgii z ~ I 0 V O / W N } } a .1 _ i 0 N 8 € O '~'G OWN EY 5 lip IY V~ s a;52° as F W W~ i ~ V~ b S ~ Q o r k~~ma gd ~R d ,VAC b ` r o~ b c v e- gr b ~ z gL R 3 4 s F ~ ` r ss w a s U ~r d N w o g N U S K Y~ ~S qq k; a g iR F y, b r. k > W R w~ p a ~ c v ~ qq RR H d" J ~ I Q2 a~ ~ e s s R °r. a^818 b~ =ob°88b ~Rxs^`s888888~ SRRR~gn°zC R.b R° €R9~ $S 3 Zn„~:.-2 da.~g~ 7! 71.1 71`.1'ngF~"•n NND<710_°°R'~~r~'tA s°~ 7S 8 ti b IS '18 6 rt G aaaasoafiaaaasaa" Gt ` Ys a ssaa a aaas$ wit < ~ah~aaaaiN < aaaa& 085 < aO< < <W<W«<w" ggi`i W o klf ~>«~`,`~sW~`,W$s ~wwW,`<WsW s WWs sWy3gjgssss sWW~3Wsa~WsssB~~s ~s` ggg_~ Ltt o o~orr~~o~o So~o~o~o8°ti.b° 4~ Y ~YS <35 g i <R Rr~ v cj~4 3~ `d na' Ogv"Xo "vn R~ ~`nS S S7v X.9d~~"v=~ rv ° 4 ` o°a tlo^_~< EgE °.o8°ko$s:Nb3E= zvn~O C~ =_YE~: gb1s.K S° 3 mY~2S°S °8ESE~2 $ :zzzz~~ a$ E ~ ~ ~ k v~~zz zzwz zp mz°cnzzz ° a~ N°ZVI ZZZ°N v ~65~ In N F Y , i g of Yi{ C O O s- S- x a° I r °o J ll ~ \ 4 11 ~ 1 .1 ,11 I ~ - 1 ~ `~pEO `mss F, ,Ile` c gs I l m 7 sS w 1 1Y' 1.J ~ 2710 4z- Fa ;j?1] E-- 69.51' ` At \ y Z o I I #F J L1S _ - Big UO I I 9~ ~ 1 s~ I I I k v ~ 9$ a 4 p b^ i ~fk ~v Y3~ 2~k bg~ zm 1yp;1•p5 53-E - 234.54' E"T 236.447 ,PACT C M040SS3'W - 390.06' Na n \ n I \ \ s Y I II TO I rcW \i o I 16.34 ,<c§ \ \ 11 7^ _ , k - Wt I _ g Y ~ rx ~ r , 6'~ !O 4 Yi lit N0336'41'W - 7 87 ! N y4~`% E-m I 1 ti o o wcsr aRa E 24 N R'~ W v E-,' co - q a C-bl f4i C'q ca , 0 sz 4 ~ W 4 A o ~ ~ 0 04 O ~ 0 V g g~ L53% OY DMr ISM It 3JNVI - W of o P 3e J ~ a • O •Q cf .2C T ,•c - i \x.29 s. X lit a I I o\ ~ r \ 1 ! \ I (I \I I_I I~ ~ZI J I f I r- J , I lit 1 1 4~4 / III ~ ~ > ~I I i ~1\ - ~~+ftioncora woaiv a~aoe~mven~mmmixn~~ LAGLE COLORADO TEAK J SIMONTON 967666 39:13PM 319 REC: $11.00 DOC-110~1 PAGES= 2 11/21120015 QUITCLAIM DEED (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 • After Recording, Return To: Robert C. Fisher, Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17ih Street, Suite 1600 Denver, CO 80202 QUITCLAIM DEED [Statutory Form - C.R.S. § 38-30-116] TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado ("Grantor"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby sells and quitclaims to THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation, whose street address is c/o Vail Resorts Development Company, P.O. Box 959, 137 Benchmark Road, Avon, Colorado 81620, the following real property in the County of Eagle and State of Colorado, to wit: Lots 1, 2 and 3; Lionshead Sixth Filing, according to the recorded plat thereof, County of Eagle, State of Colorado, with all its appurtenances, but reserving to Grantor its rights and interests under those utility and/or drainage easements that are the subject of General Note 16 of the recorded plat of Lionshead Sixth Filing, which easements remain subject, however, to termination in accordance with Ordinance No. 8, Series of 2005, adopted by the Town of Vail (and upon such termination this reservation will be of no further force or effect). . . Signed this sf' day of Ne d e m b t r , 2005. TOWN OF VAIL, a municipal corporation duly OF VAS( organized and existing under and by virtue of the laws of t e State of Colorado By: oo ey B. a er, Town Manager ° C0 ATTEST: 4rei Donaldson, Town Clerk STATE OF. ~ .t SS: COUNTY OF The foregoing instrument was acknowledged before me this --Lo-~day of , 2005, by Stanley B. Zemler as Town Manager of the Town of Vail, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. Witness my hand and official seal. MARYAN W GRA1gAA4_8ST F. ~pC v9' , 657391.1 RUISH L ~J EAGLE COUNTY RECORDER. COLORADO 937674 TEAK J SIMONTON 01 39=21PM 474 REC: $11.60 DL, $ PAGES= 2 11/21/2005 ACKNOWLEDGMENT RE: EASEMENT TERMS -y) i \'I (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document: After Recording, Return To: Robert C. Fisher, Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 171h Street, suite 1600 Denver, CO 80202 ACKNOWLEDGMENT RE: EASEMENT TERMS In connection with the Amendment to Core Site Development Agreement dated as of NOU a Mb.rr I I , 2005, and made among the Town of Vail, Vail Reinvestment Authority, and The Vail Corporation, d/b/a Vail Associates, Inc. (the "Amendment'), the undersigned, being the Town Manager for the Town of Vail, and pursuant to the authority granted to the Town Manager under paragraph 5 of the Amendment, hereby acknowledges and confirms that the Public Easements and the Lionshead Centre Agreement (as those terms are defined in the Amendment) have been granted and made on terms acceptable to the Town Manager, after consultation with the Town Attorney. This instrument shall be recorded with or following the Amendment in the real property records for Eagle County, Colorado. TOWN OF VAIL,, a municipal corporation duly N ~organized and existing by virtue of the laws of the State of Colorado T • o: JLORP~ S : QO By: Co.O~ Stanley B. Ze ler own Manager ATTEST: Lo ei Donaldson, Town Clerk STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2005, by Stanley B. Zemler as Town Manager of the Town of Vail, a mu icipal corporation duly organized and existing by virtue of the laws of the State of Colorado. WITNESS my hand and official seal. My coexpires: /d MAPV, ANN tin GRAHAM-BEST f N ublic r 0 658455 1 RCHSH EAGLE COUNTY COLORADO TEAK J SMONTON 937675 33e22PM 23 REC. $31.00 DOC.' PAGES: 6 11/21/2005 OPERATING COVENANT AGREEMENT (See Attached) • After recording; please can Gerry Arnold at 845.2658 to pick up this document. 0 • • OPERATING COVENANT AGREEMENT & THIS OPERATING COVENANT AGREEMENT (this "Agreement") is made as of the 2Li day of A u.c.M Lr , 2005, by and between THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"), and TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"). RECITALS: A. Vail Associates and the Town; together with Vail Reinvestment Authority, are the parties to that certain Core Site Development Agreement dated as of November 8, 2004, and recorded in the real property records for Eagle County, Colorado (the "Records"), on un { n, t r 2005, at Reception No. D , as modified by that certain Amendment to Core Site Development Agreement dated as of u 14 lq , 2005, and recorded in the Records on 2005, at Reception No. q 3 7 4 0 5 (together, the "Development Agreement"). Initially capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto under the provisions of the Development Agreement. B. Certain portions of the Core Site have been platted and are now legally described as Lot 1, Lionshead Sixth Filing, according to the recorded plat thereof, Eagle County, Colorado ("Lot I"). In order to satisfy certain development requirements heretofore established by the Town for the Core Site Project, Vail Associates has agreed to establish a restrictive covenant, running with and encumbering and burdening the ownership of Lot 1, requiring the operation of certain facilities and functions incorporated into the hotel facility developed within the Core Site Project (the "Core Hotel"). 1. Operating Covenant. Vail Associates covenants and agrees with and for the benefit of the Town that from and after the date hereof, there shall be operated and/or made available for use within the Core Hotel, (a) a lobby area and front desk facility offering typical services that are ordinarily associated with hotel front desk operations from time to time, (b) the great room provided for in the Core Site Design Approvals, as such great room may be altered or modified from time to time, and (c) the conference and meeting rooms provided for in the Core Site Design Approvals, as the same may be altered or modified from time to time (but not substantially reduced in size without the Town's prior written approval), all such operations to be materially consistent with the "Operating Standard" defined below (the "Required Operations"). This covenant and agreement for the provision of the Required Operations, in accordance with and subject to the terms hereof, are sometimes referred to hereinafter as the "Operating Covenant." 2. Operating Standard. In order to satisfy the Operating Covenant from time to time, Vail Associates will be required to provide and conduct the Required Operations in material conformity with the standards generally and ordinarily maintained from time to time by any recognized first-class hotel operator (a "Luxury Hotel"), subject, however, to the following qualifications: 4hw 649963.5 RUISH • • (a) The conduct of the Required Operations may be undertaken by Vail Associates pursuant to the exercise of ordinary business judgment customarily associated with the operation of any Luxury Hotel, and within the scope of ordinary business judgment, Vail Associates will be allowed wide latitude and judgment and broad discretion in the conduct of the Required Operations. (b) Without limitation on the generality of paragraph 2(a) above, Vail Associates, in the ordinary course of operating the Core Hotel, and again pursuant to the exercise of ordinary business judgment, may establish limitations and conditions on and requirements for the conduct of the Required Operations and the offering and provision of services pursuant thereto, including, without limitation, the establishment of fees and charges for the provision of the pertinent services or benefits. The foregoing provisions of this paragraph 2 are sometimes referred to herein collectively as the "Operating Standard." The Town shall carry the burden of proof in making any claim of a violation of the Operating Standard. 3. Occupancy Requirement. The Operating Covenant shall apply only during such periods as the Core Hotel has been issued and may be occupied pursuant to an outstanding certificate of occupancy issued by the Town pursuant to the ordinary exercise of its municipal police powers (a "C.O."). In the specific case of any fire or other casualty destroying or damaging any part of the Core Hotel, and without limitation on the foregoing, Vail Associates will have no obligation pursuant to this Agreement to restore the Core Hotel for purposes of securing a C.O. The applicability of the Operating Covenant will also be conditioned upon the continuing legal availability to Vail Associates of any governmental licenses, permits and approvals necessary to conduct the Required Operations under applicable laws. 4. Remedies, Attorneys' Fees. (a) The Town may enforce the Operating Covenant by any mandatory or prohibitive injunctive relief, as appropriate, or other similar equitable remedy, but in no event will Vail Associates or it successors be liable for any damages resulting from any breach of the Operating Covenant, and any right or claim to damages is expressly waived by the Town. (b) In the event any litigation or legal proceeding arises out of the subject matter of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party (and the presiding court shall be bound to award) all costs and expenses incurred by the prevailing party in connection therewith, including reasonable attorneys' fees. 5. No Third-Party Beneficiary. The Operating Covenant shall run only to the benefit of the Town, and all rights and remedies to enjoy and enforce the Operating Covenant shall be lodged exclusively in the Town. No party other than the Town shall be or may be construed as a third-party beneficiary of the Operating Covenant or the other provisions of this Agreement. In addition, the rights and interests of the Town hereunder may not be assigned or transferred in any manner or in any respect; any purported or attempted assignment or transfer of the Operating Covenant, or the other rights and interests of the Town hereunder, shall, at Vail 649%3 5 RCFISH 2 0 0 Associates' election, be null and void ab initio and of no force or effect, or alternatively cause an extinguishment and termination of the Operating Covenant and this Agreement (and upon the occurrence of any such extinguishment and termination, the Town shall be obligated to join in such recordable documents or instruments as Vail Associates may require in order to evidence the same). 6. Run With The Land; Scope of Lot 1. (a) The Operating Covenant shall run with the land in perpetuity as an encumbrance and burden against the ownership of Lot 1, and shall be binding upon and may be enforced against Vail Associates and its successors-in-interest in the ownership of Lot 1 from time to time. Any owner of Lot 1 shall be obligated for compliance with the Operating Covenant, and any other obligations or duties arising under this Agreement, only during the term of ownership of the particular owner. References herein to "Vail Associates" will include any successor owner of Lot 1, and also, for purposes of compliance with the Operating Covenant, any party delegated responsibility therefor. (b) For purposes of this Agreement and the application of the Operating Covenant, from time to time Lot 1 will specifically exclude, and the Operating Covenant and this Agreement will not encumber, (i) any portion of Lot 1 which has been subjected to residential condominium ownership pursuant to the Colorado Common Interest Ownership Act (CCIOA), C.R.S. § 38-33.3-101 et sea., and (ii) with the Town's concurrence (not to be unreasonably withheld or delayed), any other portions of Lot 1 which are not significant to the conduct of the Required Operations (e.g., any restaurant or other commercial retail operations). The Town agrees that from time to time, upon request, the Town shall execute and deliver such recordable instruments as may be appropriate to confirm or establish the exclusion, from the encumbrance of the Operating Covenant and this Agreement, of any portion of Lot 1 which is intended to be excluded from Lot 1 under the foregoing provisions. Any such instrument may be executed on behalf of the Town by the Town Manager, upon consultation with the Town Attorney and Town Council. 7. Modification and Termination. The Operating Covenant and this Agreement may be modified or terminated by recorded instrument mutually executed by Vail Associates and the Town. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 9. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same instrument. 10. Recordation. This Agreement shall be recorded in the Records. • 649%3 5 RUISH • • IN WITNESS WHEREOF, Vail Associates and the Town have made this Operating Covenant Agreement as of the day, month and year first above written. • STATE OF COLORADO r j COUNTY OF ss: ~u The foregoing instrument day of was acknowledged before me this j 2005, by M~ r ~'~t , e r►-► as S C-()/'C e Y'e i cl'e.' . of T VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation. Witness my hand and official seal. My commission expires: 6 0 X16 D ~c~RY • NOTA)8 Notary Public '~VBL[Signature blocks continue on following page] C 649%3 5 RMSH 4 THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of G Vq~~ the laws of the State of Colorado By: Name: ~o~ORP Title: To an r Attest: Town Clerk STATE OF COLORADO ss: COUNTY OF _4C The foregoing instrument was acknowledged before me this day of 2005, by /e.y i3. Z e.„,, /C.,.- as Town Manager of the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. Witness my hand and official seal. My commission expires: a fF z 4n j~, Q~7>G+`~ 1 I jNt ublic • 649963 5 RCFISH EAGLE COUNTY RECORnER. COLORADO 937676 TEAK J SIMONTON 39'23PM 291 REC 526.00 DOC: PAGES= 5 11/2112005 PARTIAL DISCHARGE AND RATIFICATION OF CORE SITE DEVELOPMENT AGREEMENT i (See Attached) • After recording; please call Gerry Arnold at 845,2638 to pick up this document. 0 • 0 PARTIAL DISCHARGE AND RATIFICATION OF CORE SITE DEVELOPMENT AGREEMENT THIS PARTIAL DISCHARGE AND RATIFICATION OF CORE SITE DEVELOPMENT AGREEMENT is made as of the Z!~~day of At) 2 yn b-cY, 2005, by and among the TOWN OF VAIL, a municipal corporation duly.organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), VAIL REINVESTMENT AUTHORITY, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado (the "Authority"), and THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"). RECITALS: A. The parties hereto are also parties to that certain Core Site Development Agreement dated as of 'November 8, 2004, as amended by an Amendment to Core Site Development Agreement dated as of July 19, 2005, both being recorded in the real property records of Eagle County, Colorado, on or about the date of this instrument (together the "Development Agreement"). Initially capitalized terms used but not defined in this instrument shall have the meanings ascribed thereto by their definition or usage under the Development Agreement. B. In accordance with the intent of the parties under Section 14 of the Development Agreement, the parties have mutually determined to confirm, as a matter of record and in accordance with the following terms of this instrument, the completion of the Closing, and to otherwise ratify the Development Agreement. NOW, THEREFORE, in furtherance of the respective rights and obligations of the parties under the Development Agreement, the Town, the Authority and Vail Associates acknowledge, confirm and agree that as of the date of this instrument, the Closing has been completed, and the obligations of the parties and other provisions under Section 4 of the Development Agreement have been discharged and satisfied, except that (i) the Town's obligations under Section 4b)(ii) shall remain in force and effect as necessary or appropriate in furtherance of the development of the Core Site Project, and (ii) the provisions under Section 4c) of the' Development Agreement governing the disposition of the Financial Commitment (which has been delivered as part of Closing) shall also remain in force and effect. Subject to the foregoing provisions, the Development Agreement is and shall be and remain in full force and effect in accordance with its terms and is hereby ratified and re- adopted by the parties. This instrument may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 658442.1 RCFISH • 0 IN WITNESS WHEREOF, the Town, the Authority and Vail Associates have made this Partial Discharge and Ratification of Core Site Development Agreement as of the day, month and year first above written. TOWN: TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the GF VA!C State of Colorado d By: 0o Name: Title: To a e ATTE T: orel i Donaldson, Town Clerk STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _Ld~daY of 2005, by 12n lei/ . Z-em ,Ply as Town Manager of the Town of Vail, a municipal corporation duly organiied existing by virtue of the laws of the State of Colorado. Witness my hand and official seal. My commission expires: ~D/o~g~c~ D 0 N [SIGNATURE BLOCKS CONTIN • ON FOLLOWING PAGE] 658442 1 RUISH 2 • C VAIL ASSOCIATES: 0 THE VAIL CORPORATION DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: l Name: q Title: S r: STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me Pts,;Z!j~~ day of att , 2005, by A & et l it as QSi of T 1 Corporation d/b/a Vail Associates, Inc., a Colorado corporation. my hand and official seal. ~~p,RY q NO74Ryo 4 ~~F.. BL IC c OF COLO~'P ssion expires: l6 (j~ /:200P Notary Publ' [SIGNATURE BLOCKS CONTINUE ON FOLLOWING PAGE] 658442 1 RCFISH AUTHORITY: STATE OF COLORADO ) ss: COUNTY OF EAGLE ) 0 VAIL REINVESTMENT AUTHORITY By: Name: Title: e . Diiree,- The foregoing instrument was acknowledged before me this JiY day of A0,eW6,e 2005, by S (,e B zero le as ! c * ea) O of Vail Reinvestment Authority, a bo corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado. Witness my hand and official seal. My commission expires: O g a40 4 a4 No ublic 0 658442 1 RCf1SH 4 r] 0 CORE SITE DEVELOPER IMPROVEMENT AGREEMENT THIS CORE SITE DEVELY~ER IMPROVEMENT AGREEMENT (this "Agreement") is made effective as of the aC day of Poem del, 2005, by and between the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), and THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"). RECITALS: A. The Town and Vail Associates, along with Vail Reinvestment Authority ("VRA"), are the parties to that certain Core Site Development Agreement dated as of November 8, 2004 (as the same has been or may be further amended by the parties with Town Council approval, the "Development Agreement"). Initially capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto under the provisions of the Development Agreement. B. The Town and Vail Associates have mutually determined to make this Agreement as a supplement to the Development Agreement, and also pursuant to the Town's generally prevailing development practices, to address certain remaining requirements for the Town's issuance of the requisite building permit(s) for construction of the Core Site Project. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Maintenance of Lionshead Place. Vail Associates agrees and confirms, as set forth in the Development Agreement, that Vail Associates will be solely obligated for the maintenance of the Lionshead Place Improvements in the course of the construction of the Core Site Project and (except as otherwise provided below) thereafter. These maintenance obligations will specifically include, without limitation, provision of snow removal and placement of cinders or other appropriate substances to ameliorate the traffic impacts of snow and ice, and/or adequate snowmelt heat sources; routine maintenance such as sweeping; and routing and regulation of traffic flows and parking as part of and during (and only during) construction of the Core Site Project in accordance with good construction management practices. As also set forth in the Development Agreement, Vail Associates will specifically have and retain the right and authority to assign and delegate any of these maintenance obligations to any Metropolitan District when formed, and Vail Associates will be released from the maintenance obligations so assigned and delegated. 2. Private Storm Drainage Systems. The Core Site Project will incorporate certain storm sewer improvements that will terminate at their connection with public storm sewer facilities and that will serve as one or more private storm sewer systems for individual properties. The Town shall have no obligation for maintenance, repairs or replacements of those private storm sewer systems. 3. Streetscape Lighting. In the ordinary course of the development of the Core Site Project, Vail Associates at its expense will have prepared and submitted to the Town's 6,48835 6 RUISH Design Review Board ("DRB"), and pursue DRB's approval of, plans to govern streetscape lighting, with the streetscape lighting improvements to constitute and be treated under the Development Agreement as part of the On-Site Streetscape Improvements, Lionshead Place Improvements or Off-Site Streetscape Improvements, as applicable. Those plans will address the following: (i) Lighting distribution within the Town's proposed utilities duct system, and providing for branch lines to discrete light poles/fixtures; (ii) Final locations of electrical panels for the streetscape lighting system; (iii) Light fixture cut sheets and specifications; (iv) Light pole cut sheets and specifications; and (v) Light pole and fixture locations. 4. Irrigation Plan. In the ordinary course of the development of the Core Site Project, Vail Associates at its expense shall have prepared and submitted to the Town's Department of Public Works ("Public Works"), and pursue Public Works' approval of, irrigation plans for landscaping within Town property interests, with the irrigation improvements to constitute and be treated under the Development Agreement as part of the Off-Site Streetscape Improvements. Those irrigation plans will address, without limitation, the following: (a) A distribution plan for the irrigation system, routing through the Town's proposed utilities duct system and/or other mutually approved locations, and individual branch or connection lines to all irrigation heads or points of termination within the irrigation system; (b) Provision and methods of irrigation for the applicable landscape "hanging baskets"; and (c) Hose bib and connection locations accessible to the Town to irrigate and maintain the applicable planter pots. The Town will be required at its expense to furnish the irrigation water source for the landscaping to be served by this irrigation system. 5. Widening of Tract G Sidewalk. The Town believes it would be beneficial to widen, from six feet to eight feet, the proposed sidewalk to be located along the southeasterly boundary of Tract G; however, the easement grants and plans allowing for that sidewalk that have been proposed to Lion Square Condominium Association, Inc., and/or Lion Square Phase II and III Condominium Association, Inc. (the "Lion Square Associations"), may not be sufficient to accommodate that eight-foot sidewalk. Accordingly, the Town and Vail Associates will mutually cooperate with one another in attempting to secure from the Lion Square Associations any necessary consents to expand to the eight-foot sidewalk, but the securing of such consents, allowing for the completion of the expanded sidewalk, will not act as a condition to proceeding 648835.6 RUISH 2 9 0 with the Core Site Project. Whether or not so expanded, the sidewalk will constitute and be treated as part of the Lionshead Place Improvements. 6. "Way-Finding" Signage. Vail Associates acknowledges that the Town is attempting to implement a Town-wide system for "way-finding" and related directional, informational and messaging signage that will be compatible with the environment within the Town as a first-class ski resort area (the "Town Signage System"). The Town and Vail Associates agree that they will cooperate in good faith with one another in furtherance of establishing mutually adopted plans for an appropriate Town Signage System. It is intended that those plans, as and when mutually adopted, will address, without limitation on their general scope, the facilities within the Town Signage System that will be located within the Core Site Project, Off-Site Streetscape Improvements and Lionshead Place Improvements (the "Core Signage System"). As part of the requirements for adopting those plans, the parties will mutually establish provisions governing the implementation of the Core Signage System in connection with the construction of and as a complement to the Core Site Project, and Vail Associates will undertake the construction of the Core Signage System in accordance with the governing provisions that are established. 7. Bicycle Path Easement. As a condition to the issuance of any certificates of occupancy for the Core Site Project, Vail Associates will dedicate to the Town, for the use of the public, an easement for pedestrian and bicycle access over and across the bicycle path to be reconstructed under the Core Site Design Approvals, and construction plans that have been adopted pursuant thereto (collectively the "Core Plans"), over portions of Tracts B, C and D, Vail/Lionshead First Filing, according to the recorded plat thereof, that are owned by Vail Associates. Under that easement grant the Town will bear the maintenance, repair and replacement of the bicycle path, subject to Vail Associates' initial two-year construction warranty obligations under the Development Agreement, and the other obligations and liabilities associated with its use and enjoyment. If Vail Associates elects or is requested by the Town to do so, Vail Associates will obtain a surveyed legal description of the bicycle path to serve as the basis for the easement grant. 8. Snowmelt Plans. The parties mutually agree to re-evaluate the proposed pavement sections on sheet 18 of the civil engineering drawings within the Core Plans for purposes of determining and establishing the most efficient design (considering both cost and function) for placement of wirsbo tubing as part of the pertinent snowmelt systems. 9. Indentification of Plans. Except for those elements of the On-Site Streetscape Improvements, Lionshead Place Improvements and Off-Site Streetscape Improvements which are specifically addressed under the foregoing provisions, the Town and Vail Associates mutually adopt the plans set forth and/or referenced on Exhibit A attached hereto as the governing plans and specifications for the undertaking of the On-Site Streetscape Improvements, Lionshead Place Improvements and Off-Site Streetscape Improvements, and also utilities systems within or serving the Core Site Project, which plans constitute part of the Core Plans. 10. Newspaper Distribution. Vail Associates and the Town will confer with one another to consider the establishment of a possible third newspaper box location in the 648975.6 RCFISH Lionshead area, in addition to the two being implemented in connection with the Core Site Project. 11. Relationship with Development Agreement. This Agreement and the provisions hereof shall constitute a supplement of and shall be cumulative with the Development Agreement. The terms of the Development Agreement pertaining to the Off-Site Streetscape Improvements, On-Site Streetscape Improvements and Lionshead Place Improvements, including, without limitation, the construction, installation and maintenance thereof and obligations and liabilities related thereto, are intended to and shall be fully applicable to those improvement or work items which, under the provisions hereof, are expressly established or to be established as part of the On-Site Streetscape Improvements, Lionshead Place Improvements or Off-Site Streetscape Improvements, as applicable, except to the extent, if at all, that those terms of the Development Agreement conflict with the provisions hereof, the applicable terms of the Development Agreement are incorporated herein by this reference and made a part hereof. Vail Associates agrees that in the event of conflict between the provisions of this Agreement and the provisions of the Development Agreement, the provisions more favorable to the Town will be controlling. 12. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. 13. Recording. This Agreement may be recorded in the Records at the sole election of Vail Associates. 14. Exhibits. All Exhibits referenced under the foregoing provisions as being attached to this Agreement are incorporated herein by this reference and made a part hereof. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 648875.6 RCFISH 4 • r IN WITNESS WHEREOF, the Town and Vail Associates have made this Core Site Developer Improvement Agreement as of the day, month and year first above written. TOWN: TOWN OF VAIL, a municipal corporation duly D;i organized and existing by virtue of the laws of the State of Colorado George Ruther, Chief of Pl anning 7 ATTE orele' onaldson, Town Clerk STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before' me. 'this t,~(Aday of 2005, by George Ruther, as Chief of Planning, of the. Town of Vail, a municipal corporation duly organized and existing by virtue of the laws of the, 4State of Colorado. Witness my hand and official seal. MY C Al s: y~2 ° e SAY K. ° m e omee [Signature blocks cont, • 649935 6 RUISH • • VAIL ASSOCIATES: 11 THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation • By: Nan Titlf STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument ,was ac owledged before me this day of . (2a~ , 2005, by ~(A r-t h . D. -e h M_, as Sr. Vic P Pre Si cf t~i of The ail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My Commission expires: J d d D~ ARNO~O Notary Pu is •~OTAR1' YI <n~ . U B LPL 1 ~lF O f •C9~p¢ 648835.6 RCFISH 6 • • 649835 6 RCFISH • EXHIBIT A PLANS (see attached) is U EXHIBIT A to Core Site Developer Improvement Agreement The plans entitled "Vail Square, Vail, Colorado," Project No. 20826.02, last issued as of December 27, 2004, by 42/40 Architecture, the architects of record, and approved by the Town of Vail Planning and Environmental Commission on January 24, 2005, as and to the extent those plans incorporate criteria for and set forth the On-Site Streetscape Improvements, Lionshead Place Improvements, and Off-Site Streetscape Improvements, and as the same are further refined and detailed by corresponding plans and specifications approved by the Town of Vail's Design Review Board from time to time. • • 670487.1 RUISH r AMENDED AND RESTATED PARKING CAPITAL INVESTMENT AGREEMENT THIS AMENDED AND RESTATED PARKING CAPITAL INVESTMENT AGREEMENT (this "Agreement") is made effective as of the of , 2005, by and between THE VAIL CORPORATION, DB/A V ISSOC Colorado corporation ("Vail Associates"), and the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"). RECITALS A. Vail Associates is the owner of certain real property in the Lionshead area of the Town of Vail, Eagle County, Colorado, which is commonly referred to as the "Core" site and which is legally described on Exhibit A attached hereto (the "Core Property"). Vail Associates has secured approvals from the Town's Planning and Environmental Commission and other Town agencies of certain design and development plans (the "Core Design Approvals") for the development of a mixed-use real estate project, including hotel/lodge and residential condominium uses and certain commercial, public and recreational uses, to be located within the Core Property, and presently intended to be developed under the trade name "Arrabelle at Vail Square" (the "Core Project"). B. The parties mutually acknowledge and agree that as a requisite part of and as a remaining Town requirement for the rendering of the Core Design Approvals, and as a condition to Vail Associates' right and ability to undertake the Core Project, Vail Associates must undertake certain obligations to make a capital investment in additional public parking facilities for the Town of Vail, which undertaking shall be in accordance with and subject to the terms of this Agreement. But for the making of this Agreement, Vail Associates would not be eligible to secure the remaining building permit and other construction approvals from the Town that are requisite to proceeding with the Core Project. This development requirement has arisen in part because the parties have mutually determined, as a more appropriate allocation, to attribute the parking capital investment undertaking to the Core Project in lieu of the Gore Creek Project (as defined in the Original Agreement, which in turn is hereinafter defined). It is mutually intended that Vail Associates' capital investment in this regard be applied efficiently to maximize the resulting community benefit by the enhancement of public parking. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties agree as follows: 1. Capital Investment in Parkin. Subject to the following terms and conditions, Vail Associates agrees to make or cause the making of a capital investment in public parking in the Town of Vail in the amount of $4,300,000 (the "Parking Investment"). This obligation to make the Parking Investment will apply only (i) to the establishment of new permanent public parking facilities in the Town that are owned by the Town and that act as an increment to the inventory of public parking facilities presently available in the Town, or alternatively (ii) to other means of augmenting the Town's public parking supply that may be 647291.2 acceptable to and approved in writing by Vail Associates in its discretion (the parking provided under clause (i) or clause (ii), as applicable, being referred to hereinafter as the "Requisite Parking Increment"). If the Town is to provide the Requisite Parking Increment pursuant to new permanent facilities under clause (i) above, then the schematic design plans therefor (the "Parking Plans") will be subject to the prior written approval of Vail Associates, not to be unreasonably withheld. Vail Associates agrees that it will fund the Parking Investment in hand to the Town within thirty (30) days after satisfaction of the following conditions, with such satisfaction to be reasonably substantiated to Vail Associates: (a) The Town has entered into bona fide binding construction contracts or other agreements, made on an arm's-length basis with third parties, for the provision of the Requisite Parking Increment in accordance with the approved Parking Plans; (b) Those applicable construction contracts or agreements expressly establish payment and funding obligations of the Town (the "Project Costs") in furtherance of providing the Requisite Parking Increment in amounts that on their face equal or exceed $4,300,000; and (c) On-site construction or other work for furnishing the Requisite Parking Increment (the "Parking Project") has actually been commenced ("Project Commencement"). Vail Associates' obligations hereunder are not conditioned upon its actual undertaking of the Core Project. 2. Diligent Completion. Following the Project Commencement and the funding of the Parking Investment, the Town will cause the Parking Project to be diligently prosecuted and completed in accordance with the approved Parking Plans and the governing construction contracts or agreements, such that it may be lawfully used for its intended purposes. 3. Remedies. This Agreement may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages and, where appropriate, injunctive relief to compel performance. All remedies shall be cumulative with and non- exclusive of one another, and may be pursued successively or concurrently, and the exercise of any one remedy shall not be construed as an election to the bar of any other remedy. However, neither party shall be entitled to recover lost profits, or consequential or punitive damages. 4. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the 647291.2 2 • applicable telephone number set forth below (provided such facsimile delivery and receipt is fiw confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below: If to Vail Associates: c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 with a copy to: c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 If to Town: Town of Vail 75 S. Frontage Road Vail, Colorado 81657 Attention: Town Manager Fax No.: (970) 479-2157 with a copy to: Town of Vail 75 S. Frontage Road Vail, Colorado 81657 Attention: Town Attorney Fax No.: (970) 479-2157 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 647291.2 • 0 5. Severability. In the event any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future laws, the legality, validity and enforceability of the remaining provisions in this Agreement shall not be affected thereby, and in lieu of the affected provision there shall be deemed added to this Agreement a substitute provision that is legal, valid and enforceable and that is as similar as possible in content to the affected provision. It is generally intended by the parties that this Agreement and its separate provisions be enforceable to the fullest extent permitted by law. 6. Entire Agreement. This Agreement and the other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein; without limitation on the generality of the foregoing, this Agreement shall supercede and reinstate in its entirety the Parking Capital Investment Agreement dated as of November 8, 2004, between Vail Associates and the Town (the "Original Agreement"), which is hereby terminated and of no further force or effect. 7. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. Each party hereto acknowledges that it has had full and fair opportunity to review, make comment upon, and negotiate the terms and provisions of this Agreement, and if there arise any ambiguities in the provisions hereof or any other circumstances which necessitate judicial interpretation of such provisions, the parties mutually agree that the provisions shall not be construed against the drafting party, and waive any rule of law which would otherwise require interpretation or construction against the interests of the drafting party. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. The titles of the paragraphs in this Agreement are for convenience of reference only and are not intended in any way to define, limit or prescribe the scope or intent of this Agreement. 8. Town Council Approval. This Agreement shall not become effective until the Town Council's adoption and approval of this Agreement by resolution. As part of that resolution, the Town Council will designate and authorize the Town Manager to execute and deliver this Agreement on behalf of the Town. The effective date of this Agreement shall be the date upon which this Agreement has been executed and delivered by Vail Associates and so executed as set forth above by the Town Manager. 9. Waivers and Amendments. No provision of this Agreement may be waived to any extent unless and except to the extent the waiver is specifically set forth in a written instrument executed by the party to be bound thereby. No modification or amendment to this Agreement shall have any force or effect unless embodied in an amendatory or other agreement executed by Vail Associates and the Town, with the Town's execution to be authorized by Town Council ordinance or resolution, as applicable. However, if, on behalf of the Town, the Town Manager, after consultation with the Director of Community Development, determines that any proposed amendment or modification constitutes a minor change, then the Town Manager shall have the unilateral power and authority to execute and deliver such amendment or modification on behalf of the Town and to bind the Town thereby. In any event 647291.2 4 0 0 the Town Manager will have the unilateral power and authority to furnish any estoppel certificates, approvals, confirmations of whole or partial termination, or other documents or communications contemplated by the provisions of this Agreement. 10. Governing Law. This Agreement shall be governed by and construed -in accordance with the laws of the State of Colorado. 11. Additional Assurances. The parties agree to reasonably cooperate to execute any additional documents and to take any additional action as may be reasonably necessary to carry out the purposes of this Agreement. 12. No Third Party Beneficiary. Except for the corporate affiliates of Vail Associates, who are expressly intended to be third-party beneficiaries of Vail Associates' rights hereunder, no third party is intended to or shall be a beneficiary of this Agreement, nor shall any such third party have any rights to enforce this Agreement in any respect. 13. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. 14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Vail Associates and the Town and their respective successors and assigns. This Agreement shall not run with the land as a burden to the ownership of the Core Property. 15. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Town and Vail Associates, and nothing contained in this Agreement shall be construed as making the Town and Vail Associates joint venturers or partners. 16. Attorneys' Fees. In the event any legal proceeding arises out of the subject matter of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and the presiding court will be bound to make this award). [Balance of page intentionally left blank] • 647291.2 5 0 • IN WITNESS WHEREOF, the Town and Vail Associates have made this Parking Capital Investment Agreement as of the day, month and year first above written. TOWN: TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado By: - T '4 Name. a Zemler Title: Town Manager ATTEST: v 44ele' Donaldson, Town Clerk , COLO 9 [Signature blocks continue on following page] 0 Or•N O F V~ ' SEAL oapdO~;o 647291.2 6 0 C VAIL ASSOCIATES: THE VAIL CORPORATION DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: Nan Title Approved as to Form: D.eigal Department Name: G WY ARNO ) Signature: Date: - S~ • C 647291.2 0 0 C EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; 4L County of Eagle, State of Colorado. • 647291.2 A-1 0 cd%mh" %FIPV CONDITIONAL PROMISSORY NOTE • $3,000,000.00 Vail, Colorado ~/d U e wt e r L, 2005 For value received, THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"), promises to pay to the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), the principal sum of THREE MILLION AND NO/100THS DOLLARS ($3,000,000.00), as and when such principal sum, or any portion thereof, becomes due and payable, if ever, in accordance with the terms of the "Development Agreement" defined below. All principal shall be payable in lawful money of the United States of America. Principal shall be payable at 75 South Frontage Road, Vail, Colorado 81657, Attention: Town Attorney. This Conditional Promissory Note constitutes that certain "Financial Commitment" provided for under that certain Core Site Development Agreement dated as of November 8, 2004, made by and among Vail Associates, the Town, and Vail Reinvestment Authority, as the same may be amended (the "Development Agreement"). This Conditional Promissory Note and the payment of the principal sum evidenced hereby shall be governed by and subject to those provisions of the Development Agreement that pertain to and govern the Financial Commitment. This Conditional Promissory Note shall be governed by and construed in accordance with the laws of the State of Colorado. This Promissory Note may not be amended or modified, nor shall any waiver of any rights or obligations hereunder be effective, except only by an instrument in writing and executed by the party against whom enforcement of any amendment, modification or waiver is sought. IN WITNESS WHEREOF, this Conditional Promissory Note has been duly executed and delivered by Vail Associates as of the day, month and year first above written. THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation e tam Title: S as~.c~Y (t.G 655449.2 RCFISH 9084I_ Page: 1 of 7 03/08/2005 02:25P 28 Antlers DR Teak J Simonton Eagle, CO 173 R 36.00 D 0.00 Final GRANT OF EASEMENT (DRAINAGE) ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation ("Grantor"), whose street address is 680 West Lionshead Place, Vail, Colorado 81657, Attention: Robert Levine, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to storm drainage functions that are or are to be located within or adjacent to the Servient Estate (collectively the "Drainage Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Drainage Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the 44w, surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • -7l:E;4,- 641604.3 RCFISH • 0 C IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the ~ , day of F 2 ~ , 2005. ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado n rofit c ra By: Name: a:nr C.;,-tee' Title: &-r.j . /,4 we STATE OF 4~~j ca~LoJD ) ) ss: COUNTY OF ) The foregoing in 7,4', nt was acknowledged befo me this ~.J day of 2005, by ,v7~- as of Antle on ominium Association, Inc., a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: 4_L~ _ ~~fY PUS` 0 Notary Public Rp,,,pl L. I)AV1S IQ ~OF • 6416043 RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • • 641604.3 RCFISH A-1 2 s y 0. F .p 9p G=33'S1'43~ ' \ ~ R=110.00 ly ~ 9 L=65.01' ' C' J ~ CH=64 r 9 / CH=64.07• CB=S47'33'45'E vOO Ss4~93 . G~ B P DRAINAGE EASEMENT 6 S45'24'48'E - 33.32' C2 C1 3= 58'02'02' R=25.00' 10.84 L=25.32' T=13.87' CH=24.25• CB-S35-28'35'E TRUE POINT OF BEGINNING 3=54'1 r42' R=60.00' L- 56.86' T=30.77' CH=54.75' CB=N33'36'25'W POINT OF COMM N NT ANTLERS CONDOMINIUMS LOT 3, BLOCK 1 (RECEPTION No. 780247) ~ O ro m co X 0 0 0 0 c) m TRACT B L~* 71 TRACT A SCEIL~'• 1"=50 " EXHIBIT DRAINAGE EASEMENT ANTLERS CONDOMINIUMS ....~~,ar..n.~ TOWN OF VAIL, EAGLE COUNTY, COLORADO ANTLERS DR 0 EXHIBIT "A" EASEMENT DESCRIPTION A DRAINAGE EASEMENT LOCATED WITHIN SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS AS RECORDED DECEMEBER 18, 2001 AT RECEPTION No. 780247, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS; THENCE ALONG THE NORTHERLY LINE OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) 56.86 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 60.00 FEET, A CENTRAL ANGLE OF 54° 17'42" AND A CHORD WHICH BEARS N 33° 36'25" W A DISTANCE OF 54.75 FEET TO A POINT OF REVERSE CURVATURE; 2) THENCE 1.04 FEET ALONG THE ARC OF SAID REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 25.00 FEET, A CENTRAL ANGLE OF 02° 23'34" AND A CHORD WHICH BEARS N 07° 39'21" W A DISTANCE OF 1.04 FEET TO THE TRUE POINT OF BEGINNING: THENCE DEPARTING SAID NOTHERLY LINE SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS N 45°24'48" W A DISTANCE OF 33.32 FEET TO A POINT ON THE NORTHERLY LINE SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS; THENCE ALONG SAID NORTHERLY LINE SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) S 64°29'36" E A DISTANCE OF 10.85 FEET TO A POINT OF CURVATURE; 2) THENCE 24.28 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 55°38'28", A RADIUS OF 25.00 FEET, AND A CHORD WHICH BEARS S 36°40'22" E A DISTANCE OF 23.34 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 105 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARK) SPC 83. THE ROTATION TO VAIL/LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:UONSHEAD\OVERALL\docs\Easement Legals\Private Property\28-ANTLERS DRdoc • c EXIMIT B Drainage Improvements (See attached) • 6416043 RMSH D-1 %W -no A Q z wow LX o 0 U) W Z U z_ Z O zQ0 U N O 00 O v w C) < 0c) o `D U Z N7 O ry Z O W C) O m V) Z Of Q J z Q 0 9084 " 1 7f Page: I 4'°'7 29. Antlers HA Teak J Simonton Eagle: CO 173 R 36.00 3`08D 0000 2.25P Final GRANT OF EASEMENT (SURFACE IMPROVEMENTS) ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation ("Grantor"), whose street address is 680 West Lionshead Place, Vail, Colorado 81657, Attention: Robert Levine, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, maintenance, replacement, use and enjoyment of paved sidewalks, walkways and access ways (which may include snowmelt pavers and systems), walls, steps, landscaping, streetscaping, and other improvements associated or integrating with or complementing any public or private rights-of-way or access ways adjacent to the Servient Estate, together with grading, the removal or modification of existing site improvements, and other related site preparation work (collectively the "Improvements'). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Improvements undertaken will be generally consistent with the plans set forth and/or referenced on Exhibit B attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, benches and street lights). Any walls in addition to those provided for on Exhibit B, if any, will specifically constitute a material modification or supplement. Areas planned for improvement as a sidewalk will constitute pedestrian ways for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 641314.4 RASH • • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the ~G day of f*y3t?+)4A.7 , 2005. ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorad -By: Name: ncT 1 Title: Cr~~• ~~.e . STATE OF a P ss: COUNTY OF ) The foregoing i ent as acknowledged before me thi -1Tday of -12 ~ 2005, by n _ ~[4s as o Antler on minium Association, Inc., a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: SS5 7- Notary ublic RANDI L. DAVIS 641314.4 RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) 641314.4 RMSH A-1 POINT OF COMMENCEMENT k, G4 ~aQ ~C5 1f u z om D ° DO 3 O\ I ~C) i m TRACT B ACCESS AND HARDSCAPE EASEMENT s 64 63F c4 6? 89 C3 59.18' ` CURVE TABLE CURVE DELTA RADIUS LENGTH TANGENT CHORD CHORD BEARING Cl 43'36'50" 25.00' 19.03' 10.00' 18.57' S42-41-11"E C2 12'11'22" 79.50' 16.91' 8.48' 16.88' N48'47'38"W C3 14'47'33" 80.00' 20.65' 10.38' 20.60' N61'04'29"W C4 11'08'34" 204.00' 39.67' 19.90' 39.61' N62 53'58"W O ~~Ln 0.% -P 3=3351'43" O ,0 R=110.00' Ly < 9 L=65.01' ' J E1 T=33.49 CH=64.07' CB=S47'33'45"E A--58'02'02" R=25.00' L=25.32' T=13.87' Cl CH=24.25' / CB=535 28'35'E &-54'17'42' R=60.00' L=56.86' T=30.77' CH=54.75' CB=N33'36'25'W I~ TRUE POINT OF B l'INNIN ANTLERS CONDOMINIUMS LOT 3, BLOCK 1 (RECEPTION No. 780247) TRACT A W .SCWZ,F- 1- SO EXHIBIT f ACCESS AND HARDSCAPE EASEMENT ANTLERS CONDOMINIUMS ,F p m a„,4 TOWN OF VAIL, EAGLE COUNTY, COLORADO 3 ANTLERS HA 0 EXHIBIT "A" 4 EASEMENT DESCRIPTION AN ACCESS AND HARDSCAPE EASEMENT LOCATED WITHIN SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS AS RECORDED DECEMEBER 18, 2001 AT RECEPTION No. 780247, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH CORNER OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS; THENCE ALONG THE NORTHERLY LINE OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) 65.01 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 33°51'43", A RADIUS OF 110.00 FEET, AND A CHORD WHICH BEARS S 47°33'45" E A DISTANCE OF 64.07 FEET; 2) S 64°29'36" E A DISTANCE OF 3.71 FEET TO THE TRUE POINT OF BEGINNING: THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) S 64°29'36" E A DISTANCE OF 59.18 FEET TO A POINT OF CURVATURE; 2) THENCE 19.03 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL. ANGLE OF 43°36'50", A RADIUS OF 25.00 FEET, AND A CHORD WHICH BEARS S 42°41'1 I" E A DISTANCE OF 18.57 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS THE FOLLOWING THREE (3) COURSES: 1) 16.91 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 12-11'22-, A RADIUS OF 79.50 FEET, AND A CHORD WHICH BEARS N 48°47'538" W A DISTANCE OF 16.88 FEET TO A POINT OF CURVATURE; 2) 20.65 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 14°47'33", A RADIUS OF 80.00 FEET, AND A CHORD WHICH BEARS N 61°04'29" W A DISTANCE OF 20.60 FEET TO A POINT OF A REVERSE CURVE; 3) 39.67 FEET ALONG THE ARC OF SAID REVERSE CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 11 °08'34", A RADIUS OF 204.00 FEET, AND A CHORD WHICH BEARS N 62°53'58" W A DISTANCE OF 39.61 TO THE TRUE POINT OF BEGINNING: SAID EASEMENT CONTAINS 106 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26' 53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILILIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property 9-ANTLERS HA.doc 0 0 EXHIBIT B Improvement Plans (See attached) • • 641314.4 RCMSH 13-1 F-I L-J C L-A" 0 0 9@$49" I 03/08/2005 02:25P 30. Antlers W1 Teak J Simonton Eagle, CO 173 R 36.00 D 0.00 Final GRANT OF EASEMENT (FIRE PROTECTION AND RELATED UTILITIES) ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation ("Grantor"), whose street address is 680 West Lionshead Place, Vail, Colorado 81657, Attention: Robert Levine, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of a fire hydrant and related water lines, connections, facilities, equipment and improvements that are or are to be located within or adjacent to the Servient Estate for purposes of providing public fire protection and fire safety services (collectively the "Fire Protection Improvements"). The Easement shall be for the benefit of the Grantee, Eagle River Water and Sanitation District, a quasi-municipal corporation, and other designees of the Grantee, and the contractors, agents, and invitees of any of them. The Fire Protection Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 641599.3 RCFISH • • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the / day of / ~zYS a v4, r, 1, 12005. ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado -p fit o o on By: Name: Lr /.,.te- Title: • --I". STATE OF ) ss: COUNTY OF ) The foregoing ins ment was acknowledged before met ' day of 2005, by et {;'JF , as ~j Irl IA of Antlers Condominium Associatio-n, Inc., a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: Y Notary RANDI L. DAVIS • 641599.3 RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • 6415993 RCMSH A-1 O sy F oy. -p ~o POINT OF COMMENCEMENT \ 0 .c?- TRUE POINT OF BEGINNING WE SEMELINE NT ~llllll~ll! OO 1 \ oG~ ANTLERS CONDOMINIUMS LOT 3, BLOCK 1 (RECEPTION No. 780247) Om N Q O~ ~O t v m TRACT 8 &-33'51'43' R=110.00' L=65.01' T=33.49' CH=64.07' CB=S47'33'45'E CURVE TABLE CURVE DELTA RADIUS LENGTH TANGENT CHORD CHORD BEARING Cl 5'25'21' 110.00' 10.41' 5.21' 10.41' S33'19'14'E C2 5'18'15' 110.00' 10.18' 5.10' 10.18' S38'42'34' X58'02'02' R-25.00' L= 25.32' T=13.87' CH=24.25' CB=S35-28'35'E A=54'17'42' R=60.00' L=56.86' T=30.77' CH=54.75' CB=N33'36'25'W ^ TRACT A " SC4-LF- 1''-6'0 EXHIBIT WATER LINE EASEMENT ANTLERS CONDOMINIUMS TOWN OF VAIL, EAGLE COUNTY, COLORADO t C.>~RiMR K K.M lM 91•KY1MC. K D ANTLERS W1 0 EXIMT "A" i EASEMENT DESCRIPTION A WATER LINE EASEMENT LOCATED WITHIN SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS AS RECORDED DECEMEBER 18, 2001 AT RECEPTION No. 780247, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH CORNER OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS; THENCE ALONG THE NORTHERLY LINE OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUMS 10.41 FEET ALONG AN ARC OF A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 05°25'20", A RADIUS OF 110.00 FEET, AND A CHORD WHICH BEARS S 33°19'14" E A DISTANCE OF 10.41 FEET TO THE TRUE POINT OF BEGINNINC THENCE CONTINUING 10.18 FEET ALONG AN ARC OF SAID CURVE TO THE LEFT AND NORTHERLY LINE OF SAID SECOND SUPPLEMENTAL CONDOMINIUM MAP ANTLERS CONDOMINIUM HAVING A CENTRAL ANGLE OF 05°18'15", A RADIUS OF 110.00 FEET, AND A CHORD WHICH BEARS S 38°42'34" E A DISTANCE OF 10.18 FEET; THENCE S 40°30'24" W A DISTANCE OF 17.12 FEET; THENCE N 49°29'36" W A DISTANCE OF 10.00 FEET; THENCE N 40°30'24" E A DISTANCE OF 19.02 FEET TO THE TRUE POINT OF BEGINNING: SAID EASEMENT CONTAINS 180 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN"AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARD SPC 83. THE ROTATION TO VAIL/LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19') • BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Properryl30-ANTLERS Wl.doc EXHIBIT B Fire Protection Improvements (See attached) • • 641599.3 RCFISH B-1 r~ L EAGLE COUNTY RECORDER, COLORADO 937bdt3 TEAK J SIMONTON 37:SSPM 23 Vov~ REC= $71.00 DOC: PAGES= 14 11/21/2005 33. Antlers TC CONSTRUCTION AGREEMENT AND EASEMENT (See Attached) • After recording; please can Gerry Arnold at 845.2658 to pickup this document. 33. Antlers TC C CONSTRUCTION AGREEMENT AND EASEMENT THIS CONSTRUCTION AGREEMENT AND EASEMENT (this "Agreement") is made as of the 4, -re day of i , 2005, by and between ANTLERS CONDOMINIUM ASSOCIATION, INC. ("Grantor"), and THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation (the "Grantee"). RECITALS: A. Grantor is the governing owners association for Antlers Condominiums Vail/Lionshead, sometimes also known as "The Antlers at Vail" and "The Antlers Condominiums" (the "Condominiums") located in the Town of Vail, County of Eagle, State of Colorado (the "Town"), which Condominiums were established pursuant to that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on December 19, 1972, in Book 226 at Page 820, as amended by the First Supplemental Map recorded in the Records on June 27, 2000 at Reception No. 733040, and by the Second Supplemental Map recorded in the Records on December 18, 2001 at Reception No. 780247, and pursuant to the Condominium Declaration for Antlers Condominiums Vail/Lionshead recorded in the Records on May 16, 1972 in Book 224 at Page 119, as supplemented by a Statement of Election recorded August 17, 1998 at Reception No. 666288, as amended and restated by the Amended and Restated Condominium Declaration of Antlers Condominiums Vail/Lionshead recorded in the Records on April 3, 2000 at Reception No. 726242, as supplemented by the First Supplemental Declaration of Antlers Condominiums Vail/Lionshead recorded in the Records on June 27, 2000 at Reception No. 733041, as supplemented by the Second Supplemental Declaration of Antlers Condominiums Vail/Lionshead recorded in the Records on December 18, 2001 at Reception No. 780246, and as supplemented by Third Supplemental Declaration of Antlers Condominiums Vail/Lionshead recorded in the Records on July 27, 2002 at Reception No. 800420. The real property and real property interests which are included within the scope of such condominium map and condominium declaration, as the same have been so amended and supplemented, are sometimes referred to hereinafter as the "Condominium Property." B. Grantee is the owner of certain real property proximate to the Condominium Property that is commonly known or referred to as the "Lionshead Core," and which is legally described on Exhibit A attached hereto; Grantee intends to construct and develop on that property a mixed-use real estate project (collectively the "Core Project" or "Core Property"). In connection with the undertaking of the Core Project, Grantee will be making certain public improvements to the public right-of-way of Lionshead Place, including, without limitation modifications of its grade (the "Lionshead Place Improvements"). The undertaking of the Lionshead Place Improvements as planned may cause resulting impediments to or discrepancies with certain means of access to and within the Condominium Property (including, without limitation, at-grade variances in the access ways between the Condominium Property and Lionshead Place); as a result the parties have determined that in connection with the Lionshead Place Improvements, the Grantee shall undertake certain improvements adjacent to and within the Condominium Property in order to address and compensate for such impacts on. the means of access for the Condominium Property. 641786.7 ]LWARN E • NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. Construction. (a) Grantor, on its own. behalf and on behalf of its constituent members, acknowledges and agrees that in connection with the construction of the Core Project and/or related infrastructure work, the Grantee may undertake the Lionshead Place Improvements, and consents to and agrees that Grantor will not raise any objection to the undertaking of the Lionshead Place Improvements. (b) Grantee agrees that if and when Grantee has commenced on-site construction work for the Lionshead Place Improvements that impact access to the Condominium Property, in connection therewith Grantee will undertake and diligently pursue to completion, in the ordinary course of business, regrading, repaving and reconstruction within the Condominium Property (the "Access Construction") of main entrance steps, garage driveway access, and related site walls and structures to address and compensate for the impacts that the Lionshead Place Improvements may have on the existing access ways for the Condominium Property, to be of a quality materially comparable to those existing access ways (the "Access Improvements"). The Access Improvements are generally depicted on Exhibit B attached hereto and shall be undertaken pursuant to construction plans adopted by the Grantee for the Access Improvements that are generally consistent with Exhibit B (the "Access Construction Plans"). Snowmelt functions indicated on Exhibit B may be provided by re-use of existing snowmelt facilities and components within the work areas on the Condominium Property as feasible and will be connected or re-connected to the Condominium Property's existing snowmelt system. The Access Improvements will include any portions of any steps or any driveway, wall or other improvements that lie within the Lionshead Place right-of-way but effectively serve as part or an extension of the Access Improvements located within the Condominium Property. 2. Grant of Easement: Term. (a) Grantor, on its own behalf and on behalf of Grantor's constituent members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive easement (the "Easement") upon, over, across and beneath that portion of the Condominium Property depicted by shading on Exhibit B hereto (the "Basement Area") for the undertaking and prosecution of the Access Construction and the completion of the Access Improvements, and the conduct on and within the Easement Area of construction activities in connection therewith, including, without limitation, excavation and the removal as necessary of existing pavement or asphalt, steps, landscaping, or other improvements, facilities or features within the Easement Area that are inconsistent with the new Access Improvements or that may otherwise impede the Access Construction process (provided that such removals are subject to Grantee's obligations under paragraph 4 below). The Easement Area as used and enjoyed from time to time shall be 9W materially consistent with its depiction as the shaded area on Exhibit B hereto. For purposes of the other provisions hereof, the Access Construction will include any 641786.7 )LWARN 2 • 0 construction work and activities on and within the Easement Area that may arise pursuant to any exercise of the Easement. The Easement may be used and enjoyed by Grantee and its affiliates, and any Permittees of any of them (the "Permittees" of any party meaning any agents, contractors, tenants, licensees and invitees acting by, through or under such party). (b) The term of the Easement shall continence as of the parties' mutual execution and delivery of this Agreement and shall expire when the Access Construction has been completed in accordance with the provisions of this Agreement; provided, however, that the term will expire on December 31, 2008, if the Lionshead Place Improvements or the Access Improvements have not been commenced on or before that date. Upon such expiration, the Easement and this Agreement shall terminate, and the parties, upon the request of either, shall confirm the termination by their mutual execution of a written instrument to that effect, such instrument to be recorded if this Agreement has been recorded. The Easement shall not be terminable because of any breach of the provisions hereof. 3. Easement Non-Exclusive. The Easement shall be non-exclusive, and Grantor, on its own behalf and on behalf of Grantor's constituent members, expressly reserves the right to the use and enjoyment of the Easement Area for any and all purposes that are not inconsistent and do not interfere with the use and enjoyment of the Easement by Grantee and its Permittees under the terms hereof. During the period that the Access Construction is actually being conducted, Grantee may preclude Grantor and Grantor's constituent members and the Permittees of any of them from access to the Easement Area as necessary or appropriate under safety standards and measures customary in the construction industry. In that regard, the Easement Area or applicable portions thereof may be physically barricaded or otherwise separated by Grantee from other areas within the Condominium Property to promote efficient and safe prosecution of the Access Construction, and Grantee will not have any liability for the limitations on the use and operation of the Condominium Property resulting from the Access Construction; provided, however, that Grantee will institute reasonable measures in accordance with ordinary construction practices to preserve adequate means of access for the affected areas in the Condominium Property. Grantor specifically agrees that neither Grantor nor any of Grantor's constituent members nor any Permittees of any of them shall do or permit anything to be done that disturbs or interferes with the use and enjoyment of the Easement by Grantee or other Permittees. Without limitation on the generality of the foregoing, no further improvements, facilities, landscaping or other items that may obstruct or interfere with the use and enjoyment of the Easement, or that may be damaged by any exercise thereof, will be located within the Easement Area by or through Grantor or any of Grantor's constituent members. 4. Conduct of Access Construction. Grantee agrees that the Access Construction shall be undertaken in accordance with all applicable laws and in a good and workmanlike manner, employing generally customary measures in the construction industry for controlling dust, mud, debris and other adverse impacts generated from the Access Construction process, and for preserving means of access as aforesaid. Grantee shall complete the Access Construction so that Grantee and/or Grantor are able to secure from the Town any certificates of occupancy or other approvals for the Access Construction which are requisite to the ongoing operation, use and enjoyment of the Condominium Property following the completion of the 641M.7 )LW"N 3 Access Construction. Upon the termination of the Access Easement, Grantee will cause the Easement Area, and any other areas within the Condominium Property adversely affected by the Access Construction, to be restored to substantially the same condition in which the same existed prior to the commencement of the Access Construction, subject to the changes to improvements inherent in the Access Construction, and excluding any restorations for any wear and tear or damage caused by circumstances other than the Access Construction. Notwithstanding any other provisions hereof indicating to the contrary, the Easement rights shall continue in effect as necessary to allow Grantee and its affiliates and their Permittees access rights upon and over the Condominium Property in furtherance of such restorations. Such restorations will include replacements of landscaping as necessary and any improvements or items removed from the Easement Area pursuant to the Access Construction process (except to the extent such removals are inherently permanent by virtue of the nature and scope of the Access Construction or the work provided for in the Access Construction Plans). 5. Mechanics' Liens. Grantee shall not cause, suffer or permit any mechanics,' materialmens' or other liens to attach to or be recorded against the Condominium Property that arise from the Access Construction or the work to be performed by Grantee under this Agreement, unless Grantee secures the release of or provides security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold Grantor harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then CW Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Condominium Property from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 6. Indemnity; Insurance. (a) Grantee shall indemnify and defend Grantor and Grantor's constituent members, officers, directors, agents, and employees (collectively, the "Indemnified Parties"), from and against any and all liability, losses, claims, liens, demands, actions and causes of action, including those pertaining to any personal injury or physical damage to property, which may be imposed upon or suffered or incurred by any of the Indemnified Parties, and which are caused by the undertaking of the Access Construction and the use and enjoyment of the Easement, or any breach of Grantee's obligations under this Agreement, together with all costs and expenses, including 641786.7 n.wAM 4 reasonable attorneys' fees, that may be incurred by the Indemnified Parties in connection with any indemnified matter. This indemnity shall not apply, however, to matters stemming from the negligence, willful misconduct or breach of this Agreement by Grantor or any other Indemnified Party, or the Permittees of any of them; in addition, this indemnity shall be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. This indemnity is also subject to and qualified by other provisions of this Agreement which specifically exculpate Grantee (and those provisions shall be construed to include and benefit Grantee's affiliates, and the Permittees of any of them, as well as Grantee). In no event will Grantee or its affiliates or any of their Permittees have any liability for the effects on the use and enjoyment of the Condominium Property that arise from the Access Construction and that do not entail actual physical damage thereto, and this indemnity shall not apply to such non-physical effects; provided, however, that the foregoing is subject to and without limitation on Grantee's express obligations under paragraph 3 above for preserving access. Physical damage will not include changes to improvements that are inherent in the Construction. (b) During the term of the Easement, Grantee shall carry and maintain or cause one of its Permittees to carry and maintain in full force and effect, at Grantee's sole cost and expense, commercial general liability insurance insuring on an occurrence basis against liability arising out of the use and enjoyment of the Easement Area pursuant to the Easement; having a single occurrence limit of not less than $2,000,000.00; including a contractual liability provision or endorsement for Grantee's obligations hereunder; naming Grantor and Grantor's constituent members as additional insureds; and providing that the coverage may not be cancelled or materially modified without thirty (30) days' prior written notice to Grantor. Grantee agrees that the coverage shall be primary with respect to any liability or loss arising from any use or enjoyment of the Easement. Grantee agrees to provide or cause the applicable Permittee to provide Grantor with a certificate of insurance evidencing this required coverage prior to the commencement of any Access Construction within the Easement Area. 7. Maintenance. Following the completion of the Access Construction, the Grantor and/or its constituent members shall be solely responsible at their expense for the operation, maintenance, repairs, replacements and upkeep of the Access Improvements (including, without limitation, snowmelt functions and services and facilities related thereto), and any obligations or liabilities that may arise in connection therewith, and the Grantee will not have any duty or liability with respect to such operation, maintenance, repairs, replacements and upkeep, or otherwise in connection with the Access Improvements following the completion of their construction pursuant to this Agreement. The foregoing shall survive any termination of the Easement or this Agreement. 8. Successors in Interest: Assignment. For Grantor, the rights, interests and obligations of Grantor under this Agreement and the Easement shall touch and concern and run with the land as a benefit and burden appurtenant to the Easement Area and Condominium Property. All references herein to "Grantor" shall be deemed to encompass and include Grantor's constituent members, and Grantor shall cause its members to conform to the provisions hereof. For Grantee, the Easement shall constitute an easement in gross in favor of Grantee. However, Grantee may also assign the Easement and its other rights under this Agreement, in 641756.7 JLWARN whole or in part, to any successor in interest to the Core Property, or any portion thereof, by instrument of record. No successor in interest of Grantee to the Core Property, or any portion thereof, will have any obligation for any of Grantee's obligations hereunder unless the same are expressly assumed of record by such successor as Grantee's assignee. For purposes of this Agreement, "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls or is under common control with Grantee. 9. Attorneys' Fees. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 10. Notices: Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 641786.7 A.WARN 6 • 0 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: The Antlers Condominium Association, Inc. 680 Lionshead Place Vail, Colorado 81657 Attention: Robert Levine Fax No.: 0-~!) y?G - /b/1 Phone: t+,) t?( - z y i Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a 4L, party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 11. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 12. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 13. Rules of Access Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 14. Govemin Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 641786.7 XWAM 7 s 0 15. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 17. Recording. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] L_J 641766.7 ILWMN 8 • 0 IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Agreement and Easement as of the day, month and year first above written. GRANTOR: ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation By: Name: ti-14M_ Title: C-e1-_j . ib 42 . L~ Witness my hand and official seal. My commission expires: j Notary Public blocks continue on next page] STATE OF COLORADO ) ss: COUNTY OF ) The foregoing instrument was a *no led ed before me this day of 2005, by as of Antlers Con ominium Association, Inc., a Colorado non- profit corporation. 641786.7 X W ARN 9 r~ • STATE OF COLORADO ) COUNTY OF ss: GRANTEE: 0 THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation i The foregoing instrument was acknowledged before me this Z/1 day of, Q Y^ ~ it , 2115, by /I1 d f jr I V I as /',r &e.7 i clr' ,t-I" of The Vail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: C ~.o d Notary Publi 55 A9N0 l►0TA9r:~o 8L lc o ~all coi.o~' Approved tc to Form: `".ii kcauis Legal1)"rttment 641796.7 1L W ARN nc: ate: 10 • EXHIBIT A Lionshead Core Legal Description Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 641786.7 XWAM A-1 • • EXHIBIT B Depiction of Access Construction (See attached) • 641786.7 1LwARN B-1 0 TEAK J SIMONTON 0 .5 or a o u • 01:37 56PM 173 REC: $56.00 D' I PAGES' 11 11/21/2005 • 39. Arcade SS Final GRANT OF EASEMENT (SANITARY SEWER) (See Attached) Auer recording; please call Gierry Arnold at,945.2658 to pick up this document. 0 L 39. Arcade SS Final GRANT OF EASEMENT (SANITARY SEWER) LIONSHEAD ARCADE BUILDING CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation ("Grantor"), whose street address is 500 East Lionshead Mall, Suite 31, Vail, Colorado 81658, Attention: Kit C. Williams, for good and valuable consideration, in hand paid or received, hereby grants and conveys to ROBERT T. LAZIER and DIANE J. LAZIER, as the owners of the "Dominant Estate" defined below (together "Grantee"), whose street address is 386 Hanson Ranch Road, Vail, Colorado 81657, an easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of utility lines and related improvements and facilities establishing and serving as a connection for underground sanitary sewer utility service (the "Sewer Improvements"). The Sewer Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall constitute an easement appurtenant in perpetuity for the benefit of that certain real property owned by the Grantee and legally described on Exhibit C attached hereto and incorporated herein by this reference (the "Dominant Estate"), and may be exercised, used and enjoyed by Grantee, Grantee's successors in interest to the Dominant Estate, and the contractors, agents and invitees of any of them. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 641331.3 RUISH • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of A- i , 2005. STATE OF ss: COUNTY OF ) The foregoing instrument was ac owledged befhre me this day of 2005, by as of Li shead Arcade Building Condominium Associa n, a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: C13 I q I U I-l L---A r~ tary blic 641331.3 RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • • 641331.3 RMSH A-1 c 'o M ~'ybhb O~V~.VV ~ih°n. M M vOKSµEAD ORCLE cf0'06 iI co W 0 0 N d J ~ N I'OS 53"/ Yo 30.00 O m N N m c-4 N N W Q O 4 ama L ~ Y 00 m I' O W N 00 a0 U W as oa W N x N rn 000 J m ycg z 0 J Y m F- U OR 0 z O U L:.=-Iq z U N °¢z O z O W ~v w O J > W q U U ~ F a d O ~ W O U W w w z W u] O .:1 w o j6 E Q s V Q s s p s p , n p u. s p s » p s n s ° W s s p s n p s n W p S n S p S p s W m ~ i °i °z p i n z z ° z p ° z ° i • a b _ l o E ~ mf SI M; N N W Q U !r a TRACT C CY) :c:r ~n,• :.~.~~n tx: Si Erp :pc :.,{•r-r asu:•r7\.~ird:~~ •r~r. ud ;C~Ty:]-j uF] E..F~-f~..d7, .,~,lt ]n>1 ICil\~d lf9 3 ~ Lf6 N N y~ C O N N n N O rn Z ,o N N n t~ A 0 h N co to w in oa x F N U- tD J Y O O P, %1 I U 3 U F U s j EXHIBIT "A" E EASEMENT DESCRIPTION A SANITARY SEWER SERVICE EASEMENT LOCATED IN LIONSHEAD ARCADE CONDOMINIUM BUILDING, AS RECORDED MARCH 30, 1972 IN BOOK 223 AT PAGE 602, TOWN OF VAII., EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING; THENCE N 85°54'07" E ALONG THE NORTHERLY LINE OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING A DISTANCE OF 3.60 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING N 85°54'07" E ALONG SAID NORTHERLY LINE OF LIONSHEAD ARCADE CONDOMINIUM BUILDING A DISTANCE OF 21.16 FEET; THENCE DEPARTING SAID NORTHERLY LINE S 30°07'25" W A DISTANCE OF 44.03 FEET TO A POINT ON THE WEST LINE OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING; THENCE N 04°05'52" W ALONG SAID WEST LINE OF LIONSHEAD ARCADE CONDOMINIUM BUILDING A DISTANCE OF 31.12 FEET; THENCE DEPARTING SAID WESTERLY LINE N 30°07'25" E A DISTANCE OF 6.39 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 440 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONECI'ECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26' 53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIIJLIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05') BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF 3 /~j PEAK LAND SURVEYING, INC. ~!'f/n '••N.o,' P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Propm ty\39-Lionshead Arcade-SS.doc • C EXHIBIT B Depiction of Sewer Improvements (See attached) is 0 641331.3 RCFISH B-1 ~%w r • • PSS d I QI I I r F MON F U Q O Q > / W Z N 0 O I I . o cr mm F= UJIL < F- =1: 0 W~~ I i Q Z~ ( I I ocn Q~ U 0 Z vi. < c2 O 2, ~ 0 Z N Z U ~O o Z°o U Z Z c0 Cq o O W U F O (1) w o- U O o w~ = v F-- LL- J J 2 QK I PSS PSS PSS / D6S Pss F- ~ I ~ o LL- O O O O 0 PSS P PSS PSS PSS - p - U ~ O W z J N CCQ I m z rc, I I r- < O O WOO J < (40 LL. r 2 p W S I a ~ Y JL- W z J U n LL. U q q < ~e EXHIBIT C Legal Description of Dominant Estate (See attached) • 611331.3 RCFISH C-1 • • • v • I I I VANTAGE POINT-VAIL I VANTAGE POINT-VAIL I CONDOMINIUMS I CONDOMINIUMS I I (RECEPTION No. 133622) I (RECEPTION No. 123718) I PART OF LOT 2 I I (VAIL/LIONSHEAD FIRST FILING I FIRST WESTWIND I RECEPTION No. 113260) CONDOMINIUMS - AT VAIL I T.P.o.B- L1 - - (37.06') (RECEPTION No. 112001) (151.00') 1 I r PART OF LOT 1 - (VAIL/LIONSHEAD FIRST FILING L11 N r RECEPTION NO 113260) - N PART OF - - LOTS .2&3 PARCEL A (VAIL/LIONSHEAD FIRST FILING 0.728± ACRES RECEPTION No. 113260) L9 (A.K.A. LIONSPRIDE) L3 I F- I _0 DD I 00 m m I O 'u Z: 0 Z = L7 T' I o LIFTHOUSE CONDOMINIUM vii D (RECEPTION No. 125516) N ^ o \ r-- Z n \ I ~ PART OF LOT 3 (VAIL/LIONSHEAD FIRST FILING I I BOOK 219 PAGE 489) LINE TABLE LINE LENGTH BEARING Lt 18B.06' N85'24'02"E L2 90.00' S04'35'58"E L3 8.23' S85'24'02"W 44 90.00' S04'35'58"E L5 61.50' N85' 4'02" L6 34.00' S04'35'58"E L7 118.27' S85'24'02'W L8 74.50' N04'35'58"W L9 84.00' S85-24'02"W L10 31.50' N04'35'58"W L11 83.94' S85'24'02"W L12 40.00' 504'35'58"E o r I LA ri 0 o ~ p C z C) L5 I Z F Imo- o zN I N ~ O J 00 I LIONSHEAD i ARCADE I CONDOMINIUMS I I (RECEPTION No. 119339) I I EXHIBIT - PARCEL A o (A.K.A. LIONSPRIDE)' KM tI•m• u+R NC VAIL/LIONSHEAD, FIRST FILING, TOWN OF VAIL • EXHIBIT "A" • PARCEL DESCRIPTION • A PARCEL OF LAND LYING IN PORTIONS OF LOTS 1, 2, & 3, BLOCK 1, VAIL/LIONSHEAD, A SUBDIVISION IN THE TOWN OF VAIL, COUNTY OF EAGLE, STATE OF COLORADO, AS RECORDED MAY 10, 1970 AT RECEPTION NO. 113260. MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF VANTAGE POINT-VAIL CONDOMINIUMS AS RECORDED NOVEMBER 27, 1974 AT RECEPTION NO. 133622; THENCE ALONG SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS N 85°24'02" E A DISTANCE OF 151.00 FEET TO THE SOUTHWEST CORNER OF VANTAGE POINT-VAIL CONDOMINIUMS AS RECORDED FEBRUARY 23, 1973 AT RECEPTION NO. 123718; THENCE ALONG SAID SOUTH LINE OF SAID VANTAGE POINT-VAII, CONDOMINIUMS N 85°24'02" E A DISTANCE OF 37.06 FEET; THENCE DEPARTING SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS THE FOLLOWING THREE (3) COURSES: 1) S 04°35'58" EA DISTANCE OF 90.00 FEET; 2) S 85°24'02" W A DISTANCE OF 8.23 FEET; 3) S 04°35'58" E A DISTANCE OF 56.00 FEET TO THE NORTHWEST CORNER OF VAIL 21 CONDOMINIUMS AS RECORDED JANUARY 11, 1973 AT RECEPTION NO. 122978; . THENCE ALONG SAID WEST LINE OF SAID VAIL 21 CONDOMINIUMS S 04°35'58" F A DISTANCE OF 34.00 FEET TO THE NORTHEAST CORNER OF LIONSHEAD ARCADE AS RECORDED MARCH 30, 1972 AT RECEPTION NO. 119339; THENCE ALONG SAID NORTH LINE OF SAID LIONSHEAD ARCADE S 85°24'02" W A DISTANCE OF 61.50 FEET TO A POINT ON THE EAST LINE OF LIFTHOUSE CONDOMINIUMS AS RECORDED JUNE 20, 1973 AT RECEPTION NO. 125516; THENCE ALONG SAID LIF"THOUSE CONDOMINIUMS THE FOLLOWING FOUR (4) COURSES: 4) N 04°35'58" W A DISTANCE OF 34.00 FEET; 5) S 85°24'02" W A DISTANCE OF 118.27 FEET; 6) N 04°35'58" W A DISTANCE OF 74.50 FEET; 7) S 85°24'02" W A DISTANCE OF 84.00 FEET TO A POINT ON THE EAST LINE OF TRACT C, VARAIONSHEAD FIRST FILING AS RECORDED MAY 10, 1970 AT RECEPTION NO.. 113260; THENCE ALONG SAID EAST LINE OF SAID TRACT C, VAIIJLIONSHEAD FIRST FILING N 04°35'58" W A DISTANCE OF 31.50 FEET TO A POINT ON THE SOUTH LINE OF FIRST WESTWIND AT VAIL CONDOMINIUMS AS RECORDED NOVEMBER 26, 1969 AT RECEPTION NO. 112001; THENCE ALONG SAID FIRST WESTWIND AT VAIL CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) N 85°24'02" E A DISTANCE OF 83.94 FEET; 2) N 04°35'58" W A DISTANCE OF 40.00 FEET TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.728 ACRES MORE OR LESS. 31726.48 SQUARE FEET. BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\1300-1399\1366\docs\Parcel .A Legal.doc Q C EAGLE COUNTY RECORDER COLORADO 937610 TEAK J SIMONTON 37:57PM 173 REC: $41.00 DOC. PAGES= B 11/21/2005 41. Arcade DR Final GRANT OF EASEMENT (DRAINAGE) (See Attached) C] Alter recording; please call Gerry. Arnold at 845.2658 to pick up this document. • 0 41. Arcade DR Final GRANT OF EASEMENT (DRAINAGE) LIONSHEAD ARCADE BUILDING CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation ("Grantor"), whose street address is 500 East Lionshead Mall, Suite 31, Vail, Colorado 81658, Attention: Kit C. Williams, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to storm drainage functions (collectively the "Drainage Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Drainage Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of 9W the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 642324.2 RCFISH 0 • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of Apri , 2005. Colorado STATE OF 01"AA LIONSHEAD ARCADE BUILDING By: ~R ss: COUNTY OF ) The foregoing instrument was a owledged before me this ,SJ day of 2005, by r-- ` as of L shead Arcade Building Condominium Associat n, a Colorado-non-profit corporation. Witness my hand and official seal. My commission expires: • L (7;13~ tjry Publ 642324.2 RUISH 2 • 0 EXHIBIT A Legal Description of Servient Estate (See attached) E 642324.2 RCFISH A-1 %w V` rte] A • 00 14- I LL1 p ` v Q N CL y O J U h N N04'OS 53"~' o L>9 l23 30.00 0 W v m Q ~ y y p ~ h h Q C ) 10 - LLI Cif 0 a~ 5 L1 L 00 L 34 L>6 0 . 3 w N o) = N NNm C N z L 1* p. P M w o NY p0 J N UY W y o i V)iN o Jm O C~ r] Q O Q N LLJ N n m Q d / z M Y ' 00 rn N O O cD n J J m z Q z ~ ~l I o 0 o L12 Q h ~ z N y 00 • 7,4'50' '05 64 L' - C° w w n Q t O o- 2 N H LL_ ~p J Y O O m y V h '05'S3"1P - 136.78' J Y 4 O a 0 U z W A d~ U ~ W R1W6~ W 0 zzr4 a ZJ A ' w 0 9 E L26 A.J SYY LZB 0 z 0 _ J Y m F- U -J -J Om0 0 z O 0 a w 0 Q U Q ;F'=i' •19v ;>~:D~II 'b Jl.: el ":a{. :p[:i• {`ca ~F U^!l\•i!?7: i~ air: ~.id %-!7!4:]-~'-'sJ -'°F\T"dT .'\•]T 7I M1IICi i\d • • EXHIBIT "A" EASEMENT DESCRIPTION A DRAINAGE EASEMENT LOCATED IN LIONSHEAD ARCADE CONDOMINIUM BUILDING, AS RECORDED MARCH 30, 1972 IN BOOK 223 AT PAGE 602, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING; THENCE N 85°54'07" E ALONG THE NORTHERLY LINE OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING A DISTANCE OF 4.23 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING N 85°54'07" E ALONG SAID NORTHERLY LINE OF LIONSHEAD ARCADE CONDOMINIUM BUILDING A DISTANCE OF 10.15 FEET; THENCE DEPARTING SAID NORTHERLY LINE S 29°01'09" W A DISTANCE OF 26.31 FEET TO A POINT ON THE WEST LINE OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING; THENCE N 04°05'52" W ALONG SAID WEST LINE OF LIONSHEAD ARCADE CONDOMINIUM BUILDING A DISTANCE OF 14.93 FEET; THENCE DEPARTING SAID WESTERLY LINEN 29°01'09" E A DISTANCE OF 7.74 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 145 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIIJLIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PE ~sfio~AC LA PREPARED LAND SURVEYING, INC. OF • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\41-Lionshead Arcade-DRdoc 0 0 EXHIBIT B Drainage Improvements (See attached) • 642324.2 RCFISH B-1 11 cn ho, I 71 Z = ~z o - co" Zm o O 0 LIIJ _ U U ~U ~ ~ d<K / I Nr O ~ 7 I 2 R ~ MP v/ Q Q O U O < W w < z= I I o oN I ji~ ~ o z V) 5i Q~ O 1,2 0 N z U Z 0 - < $ U ZOO Z Zoo o o W U 'o o (n D w Q V ) O = ) U o w W = v U- LL J J i - -a c i O Y 1 O w -J M < H M Z C U F- O 00~ O G W O C J < v=i o LL. r Q W O J at v Q O O O V ~I Q ~ ^I I ~ Q J > U- o ~ I ° I CL I I I I U •~s U I r Y Z U a U- O 9~ oQ M~ J J V / L F LMWLM T.UUMIT RCI.VRUMRs 6ULURMUU y l ` TEAK J SIMONTON tJJ V 11 =37:58PM 173 REC: $41.00 DOC' PAGES: 8 11/21/2605 C 44. Arcade Mall Final GRANT OF EASEMENT t (SURFACE IMPROVEMENTS) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 d 44. Arcade Mall Final GRANT OF EASEMENT (SURFACE IMPROVEMENTS) LIONSHEAD ARCADE BUILDING CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation ("Grantor"), whose street address is 500 East Lionshead Mall, Suite 31, Vail, Colorado 81658, Attention: Kit C. Williams, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, maintenance, replacement, use and enjoyment of paved sidewalks, walkways and access ways (which may include snowmelt pavers and systems), walls, steps, landscaping, streetscaping, and other improvements associated or integrating with or complementing any public or private rights-of- way or access ways adjacent to the Servient Estate, together with grading, the removal or modification of existing site improvements, and other related site preparation work (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Improvements undertaken will be generally consistent with the plans set forth CW and/or referenced on Exhibit B attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, benches and street lights). Any walls in addition to those provided for on Exhibit B, if any, will specifically constitute a material modification or supplement. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement; provided, however, that Grantor will retain all rights to develop building and other improvements within the Servient Estate in accordance with applicable laws. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 641375 4 RCFISH • o IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the h day of 4,p j- 2005. LIONSHEAD ARCADY, BUILDING By: Narm Title: STATE OF ) ss: COUNTY OF ) The fore ng instrument was ac owledged before a this day of 2005, by 41, as t of L sh-e Arcade Building Condominium Associati , a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: taryblic • 641375A RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • n LJ 641375.4 RMSH A-1 £ 9 E Y O a ~o a ~ 0 00 0 W O -Q N O EUO U a oD W CD ~ x > N 04 1 " 00' W L) y E - 77. S04'05'53 \ ~ w d W \ \ ~ \ \\E w A W > m \ w E14 _ E11 O O N W E9 E5 w V) W cn [x, Z 0 0 ^ aD W LIJ N O 0; O -y --1 O Z to U W W I U E S04'0 '53"E - 89.27' Q 0 3 ~ a Q o Q inn n 00 N^ N W N = N to N NL N I Z O O ~ 0 r J m Q O Q CL m 0 O 00 z - 164.27' N04'O5'52" N 0 Z ~Ym U O m O 0 Z O 0 3 3 w 3 ; w ; w w ; W 0 o a :n w m n r- n o o in ~n Z ~ N O O O o 0 n n v .:e N u) O Q n O R r ry n O < ^ m ? 0 h n N N N a U) w b N Q ~ p In p C ~ In a ~ n O n ^ z n V7 m m m o z n z m o o z m Z o Z m V) o Z m Z o Z m Z Z o Z m Z W J m Q H Z O 1~ O O N ln T m r N n O h ' N In 7n ~ < b r- n - n In ' J J n n ~n ~ Cp < IV V a 10 ei to J W N W n W a W O W m W r, W c W o W o W , W N W n W a W un W J J Q W Q U 00 CD W W O d N Q Boor 'ny s+ nay SOOZ/+/Z '6ro-5l.+au2so3-lion\AvvdcId 21wud\sl'q'4'3-1us3\6.o\llyd3AO\oy3HS ion\:d 9 EDIT "A" i EASEMENT DESCRIPTION A HARDSCAPE EASEMENT LOCATED IN LIONSHEAD ARCADE CONDOMINIUM BUILDING, AS RECORDED MARCH 30, 1972 IN BOOK 223 AT PAGE 602, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING; THENCE ALONG THE BOUNDARY LINE OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING THE FOLLOWING TWO (2) COURSES: 1) S 04°05'53" E A DISTANCE OF 77.00 FEET; 2) S 86°15'10" W A DISTANCE OF 3.87 FEET; THENCE DEPARTING SAID BOUNDARY LINE AND ALONG THE EXISTING BUILDING THE FOLLOWING THIRTEEN (13) COURSES: 1) N 04°22'48" W A DISTANCE OF 5.20 FEET; 2) N 58°31'23" W A DISTANCE OF 5.95 FEET; 3) S 85°00'08" W A DISTANCE OF 10.18 FEET; 4) N 04°54'08" W A DISTANCE OF 9.24 FEET; 5) N 84°4T03" E A DISTANCE OF 4.13 FEET; 6) N 05°12'57" W A DISTANCE OF 2.70 FEET; 7) S 84°47'03" W A DISTANCE OF 4.13 FEET; 8) N 03°4630" W A DISTANCE OF 4.52 FEET; 9) N 86°13'30" E A DISTANCE OF 4.13 FEET; 10) N 03°48'43" W A DISTANCE OF 38.39 FEET; 11) N 87°50'43" E A DISTANCE OF 3.41 FEET; 12) N 41-25'25- E A DISTANCE OF 3.76 FEET; 13) N 03°22'52" W A DISTANCE OF 11.13 FEET TO A POINT ALONG THE NORTHERLY BOUNDARY LINE OF SAID LIONSHEAD ARCADE CONDOMINIUM BUILDING; THENCE N 85°54'07" E A DISTANCE OF 8.53 FEET; TO THE POINT OF BEGINNING SAID PARCEL CONTAINING 0.024 ACRES MORE OR LESS. 1032.40 SQUARE FEET, THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN' AND "SPRADDLE" BEARS 72° 26' 53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAU-ILIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05') BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:UONSHEAD\OVERALL\docs\Easernent Legals\Private Property\44-Lionshead Arcade-hardscape.doc 9 0 EXHIBIT B Improvement Plans (See attached) L 641375.4 RCMSH B-1 EAGLE COUNTY RECORDER. COLORADO 937612 TEAK J SIMONTON 01:37:59Pf1 173 J REC: $46.00 DL_ .3 PAGE;: ; 11/21/2005 37. Landmark DR Final GRANT OF EASEMENT (DRAINAGE) (See Attached) After recording; please call j Gerry Arnold at 845.2658 to pick up this document. aE,~A~ 0 37. Landmark DR Final GRANT OF EASEMENT (DRAINAGE) LANDMARK-VAIL CONDOMINIUM ASSOCIATION, INC., a Colorado non- profit corporation ("Grantor"), whose street address is c/o Geoffrey Wright, 610 West Lionshead Circle, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, subject to the terms and limitations contained herein, as a public dedication, a public easement in perpetuity (the "Easement") under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related directly to storm drainage functions (collectively the "Drainage Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Drainage Improvements intended to be installed initially are depicted on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that do not interfere with the functioning of the Drainage Improvements, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. In consideration of this conveyance and the consideration stated above, the parties hereto hereby agree as follows: 1. Grantor hereby reserves and Grantee acknowledges and agrees that Grantor shall have the right to use the Servient Estate for all other purposes subject to the rights and privileges herein granted to Grantee, which reserved uses shall include, but not be limited to, underground utilities lines such as water, storm water, sewer, electricity, gas, telephone and cable TV, ingress and egress from the remaining real property ("Grantor's Property") covered by the Declaration of Covenants, Conditions and Restrictions Establishing a Plan for Condominium Ownership of Landmark-Vail Condominiums, Vail, Colorado, as amended (the "Declaration"), across, through and under the Servient Estate to all adjoining real property, and the right of encroachment (including, but not limited to, the right to use the Servient Estate for the purpose of maintaining, repairing and reconstructing such encroachments) for the existing improvements on Grantor's Property which presently encroach on, over or under the Servient Estate, including, but not limited to, existing roofs, downspouts, balconies and utility lines, even if such encroachments interfere with the rights and privileges herein granted to Grantee. 2. In the event Grantor shall in the future perform any residential or commercial expansion or modification of existing improvements on Grantors Property and shall obtain all necessary Grantee consents and permits, Grantor may construct such expansion or modification even if it encroaches upon the Servient Estate and necessitates the movement of same or all of the Drainage Improvements which have been constructed and maintained thereon go ' by Grantee; provided, however, that should Grantor's expansion necessitate the movement of said Improvements, the cost of moving said Improvements shall be paid for by Grantor and the moving shall be done at the direction of Grantee. Grantee warrants and covenants that neither Grantee nor any of its agencies nor personnel shall deny or, impair, hinder or delay such expansion or modification based on its effects on the Drainage Improvements nor to take into account such effects in any manner whatsoever in any review process of any application for such expansion or modification; provided, however, that Grantee may take into account in good faith the effects of such expansion or modification on parts of the pedestrian mall not located on the Servient Estate in any such review process as though the Servient Estate had never been made a part of such pedestrian mall. 3. Grantee shall have completed all of the Drainage Improvements of the Servient Estate on or before January 1, 2008. All Drainage Improvements shall be constructed, installed, maintained and repaired in a first class, timely and workmanlike manner and at the sole cost and expense of Grantee, which maintenance shall include, but not be limited to, snow removal from all paved areas of the Servient Estate. If requested by Grantor, Grantee shall cause, at Grantee's sole cost and expense, Grantor's storm drainage equipment and facilities which serve Grantor's Property in the vicinity of the Servient Estate to be connected to and integrated into the Drainage Improvements while Grantee is constructing the Drainage Improvements. 4. All existing and new utility lines (which new utility lines may be installed without the consent of Grantee but at Grantee's direction and at the sole cost and expense of Grantor except that the cost and expense of any restoration or replacement of improvements placed on the Servient Estate by Grantee shall be borne solely by Grantee) located in and under the Servient Estate used to supply utility services (including, but not limited to, water, sewer, electricity, gas, storm water, telephone and cable TV) to Grantor's Property shall be maintained and repaired at the cost and expense of Grantee. Grantee shall commence repairs of any such utility lines within 24 hours notice from Grantor that a problem exists and in good faith diligently complete such repairs in a timely manner. If such maintenance or repairs are not made in a timely manner by Grantee, Grantor may perform such maintenance or make such repairs, with Grantee being required to immediately reimburse Grantor for all reasonable costs and expenses incurred by Grantor in such maintenance or repairs. 5. Grantee shall indemnify, hold harmless, and defend Grantor, its successors and assigns, against any claims, debts, demands, damages, losses, costs, expenses, judgments, actions and causes of action of any nature or kind whatsoever, legal or equitable, whether statutory, in contract, in quasi-contract, in tort or otherwise, pertaining to, arising in connection with or relating to any manner to construction, installation, maintenance, repair and/or use of the Drainage Improvements on the Servient Estate, the Easement and the utility lines therein and thereunder. Said indemnification shall include the costs, including reasonable attorney's fees, of the investigation and defense, including appeals, of any such claims, demands or actions, and the costs, including reasonable attorney's fees, of collecting any amounts due from Grantee pursuant to said indemnity. 6. Should any action be brought to enforce or interpret this Grant or the agreements contained herein, the prevailing party in such action shall be entitled to receive from the defaulting party all reasonable costs and expenses including, but not limited to, reasonable attorney's fees, incurred by the prevailing party in such action. 644325.2 RMSH 2 s e 7. This conveyance and the rights and obligations created hereunder shall not be assignable by Grantee without the prior written consent of Grantor, at Grantor's sole and absolute discretion. Except as otherwise immediately set forth above, this Conveyance and the rights and obligations created hereunder shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. J:U.i head CoreWgimt-Esmart-Landmark-Dnihmge-TOWN-Clnl.doc [Balance of page intentionally left blank] "2325.2 ACFM 3 0 0 WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the i i day of Ala , 1 2005. STATE OF &/V M-i O LANDMARK-VAIL CONDONIINIUM ASSOCIATION, INC., a Colorado non-profit corporation By: Name: i- r Title: r COUNTY OF ss: The foregoing instrument was acknowledged befo a me this day of r 2005, by &4A r K k o LAA as LJ ~ e j r r_I , of Landmark-Vail Condominium Association, Inc., a Colorado non-profit corporation. Witness my hand and official sP#. My commission expires: A)- 642325.2 RCFISH 4 EXHIBIT A Legal Description of Servient Estate (See attached) E • 6423252 RCMSH A-1 • EXHMIT "A" EASEMENT DESCRIPTION 11 A DRAINAGE EASEMENT LOCATED WITHIN LANDMARK CONDOMINIUMS AS RECORDED MARCH 11, 1975 AT RECEPTION No. 134951, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID LANDMARK CONDOMINIUMS; THENCE S 860 03' 19" W ALONG THE SOUTHERLY LINE OF SAID LANDMARK CONDOMINIUMS A DISTANCE OF 50.03 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING S 860 03'19"W ALONG SAID SOUTHERLY LINE OF LANDMARK CONDOMINIUMS A DISTANCE OF 37.19 FEET; THENCE DEPARTING SAID SOUTHERLY LINE N 03056'41" W A DISTANCE OF 11.50 FEET; THENCE N 86° 03' 19" E A DISTANCE OF 37.19 FEET; THENCE S 03056'41" E A DISTANCE OF 11.50 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 428 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARES 720 26'53"W USING COLORADO CENTRAL ZONE (HARK) SPC 83. THE ROTATION TO VAIL/LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19') 9 BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Pro"\37-LANDMARK-DR.doc 9 LJ C~ 842325.2 RCFISH 0 EXHIBIT B Drainage Improvements (See attached) B-1 0 E TRACT C - L - 'r- - 206.98' Wo v o tl' to E C~ to to 1 W Z W~ O C, V m DR zU n OC9UC9 a I 3 ~ G~ W .r - ~ N 6 `o Z !e z o 79.58' 1 'Y 00 M m ~ 1 n m J~pf~ > LJ L M it z ~NMm7ZO n N N J00 m m vvv 1 O C.7 Q W? 2J -01 Z Q 0 JD QO II NOi'29'41"W - 83.00' r. 00 q 0 0 WEST LIONSHEAD CIRCLE a W) a N, i~ , Y t i In 0 N Z J U n M S,y. ir-...p.r. .P..~<hy .r,-.. I-'~~'•1\`,f\I ::I .~fh ILSN~1 ~ • LHULL COLORADO TEAK J SIMONTON 937613 38 00PM 173 REC: $51.00 DOC: PAGE= 10 J2112005 42. Landmark Mall Final GRANT OF EASEMENT (SURFACE IMPROVEMENTS) (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up'this document. 0~~ k -I , 42. Landmark Mall Final GRANT OF EASEMENT (SURFACE POPROVEMENTS) LANDMARK-VAIL CONDOMINIUM ASSOCIATION, INC., a Colorado non- profit corporation ("Grantor"), whose street address is c/o Geoffrey Wright, 610 West Lionshead Circle, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, subject to the terms and limitations contained herein, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, maintenance, replacement, use and enjoyment of paved sidewalks, walkways and access ways (which may include snowmen pavers and systems), walls, steps, landscaping, streetscaping, and other improvements associated or integrating with or complementing any public or private rights-of-way or access ways adjacent to the Servient Estate, together with related necessary grading, the removal or modification of existing site improvements, and other related necessary site preparation work (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Improvements undertaken will be consistent with the plans set forth and/or referenced on Exhibit B attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to i%w such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, benches and street lights). Any walls in addition to those provided for on Exhibit B, if any, will specifically constitute a material modification or supplement requiring the Grantor's prior written consent. Areas planned for improvement with snowmelt pavers will constitute pedestrian ways for the use of the public. The Easement will also permit the construction and installation within the Servient Estate, in addition to the Improvements, of a private storm drain serving the building (commonly known as the Landmark-Vail Building) and its site adjacent to the Servient Estate, as such drain is generally depicted on Exhibit B hereto. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. In consideration of this conveyance and the consideration stated above, the parties hereto hereby agree as follows: 1. Grantor hereby reserves and Grantee acknowledges and agrees that ~ov Grantor shall have the right to use the Servient Estate for all other purposes subject to the rights and privileges herein granted to Grantee, which reserved uses shall include, but not be limited to, 641019.4 RUISH underground utilities lines such as water, sewer, electricity, gas, telephone and cable TV, ingress and egress from the remaining real property ("Grantor's Property") covered by the ]Declaration of Covenants, Conditions and Restrictions Establishing a Plan for Condominium Ownership of Landmark-Vail Condominiums, Vail, Colorado, as amended (the "Declaration"), across the Servient Estate to all adjoining real property, and the right of encroachment (including, but not limited to, the right to use the Servient Estate for the purpose of maintaining, repairing and reconstructing such encroachments) for the existing improvements on Grantor's Property which presently encroach on, over or under the Servient Estate, including, but not limited to, existing roofs, balconies and utility lines, even if such encroachments interfere with the rights and privileges herein granted to Grantee. 2. In the event Grantor shall in the future perform any residential or commercial expansion or modification of existing improvements on Grantors Property and shall obtain all necessary Grantee consents and permits, Grantor may construct such expansion or modification even if it encroaches upon the Servient Estate and necessitates the movement of same or all of the Improvements which have been constructed and maintained thereon by Grantee; provided, however, that should Grantor's expansion necessitate the movement of said Improvements, the cost of moving said Improvements shall be paid for by Grantor and the moving shall be done at the direction of Grantee. Grantee warrants and covenants that neither Grantee nor any of its agencies nor personnel shall deny or, impair, hinder or delay such expansion or modification based on its effects on the Improvements nor to take into account such effects in any manner whatsoever in any review process of any application for such expansion or modification; provided, however, that Grantee may take into account in good faith the effects of such expansion or modification on parts of the pedestrian mall not located on the Servient Estate in any such review process as though the Servient Estate had never been made a part of such pedestrian mall. 3. Grantee shall have completed all of the Improvements of the Servient Estate on or before January 1, 2008. All Improvements shall be constructed, installed, maintained and repaired in a first class, timely and workmanlike manner and at the sole cost and expense of Grantee, which maintenance shall include, but not be limited to, snow removal from all paved areas of the Servient Estate. Notwithstanding that Grantee shall otherwise at its discretion determine which areas of the Servient Estate are to be paved and which are to be landscaped, Grantee shall be required and hereby agrees to leave in place all existing sidewalks (in their existing conditions), or at Grantee's sole discretion to construct new paved sidewalks in the place thereof from existing exits and entrances of the Landmark-Vail Condominium Building located on Grantor's Property that exit unto or enter from the Servient Estate, to connect, with public sidewalks or paved public mall areas. 4. All existing and new utility lines (which new utility lines may be installed without the consent of Grantee but at Grantee's direction and at the sole cost and expense of Grantor except that the cost and expense of any restoration or replacement of improvements placed on the Servient Estate by Grantee shall be borne solely by Grantee) located in and under the Servient Estate used to supply utility services (including, but not limited to, water, sewer, electricity, gas, telephone and cable TV) to Grantor's Property shall be maintained and repaired at the cost and expense of Grantee. Grantee shall commence repairs of any such utility lines within 24 hours notice from Grantor that a problem exists and in good faith diligently complete such repairs in a timely manner. If such maintenance or repairs are not made in a timely manner 641019.4 RCRSH 2 0 by Grantee, Grantor may perform such maintenance or make such repairs, with Grantee being required to immediately reimburse Grantor for all reasonable costs and expenses incurred by Grantor in such maintenance or repairs. 5. Grantee shall indemnify, hold harmless, and defend Grantor, its successors and assigns, against any claims, debts, demands, damages, losses, costs, expenses, judgments, actions and causes of action of any nature or kind whatsoever, legal or equitable, whether statutory, in contract, in quasi-contract, in tort or otherwise, pertaining to, arising in connection with or relating to any manner to construction, installation, maintenance, repair and/or use of the Improvements on the Servient Estate, the Easement and the utility lines therein and thereunder. Said indemnification shall include the costs, including reasonable attorney's fees, of the investigation and defense, including appeals, of any such claims, demands or actions, and the costs, including reasonable attorney's fees, of collecting any amounts due from Grantee pursuant to said indemnity. 6. Should any action be brought to enforce or interpret this Conveyance or the agreements contained herein, the prevailing party in such action shall be entitled to receive from the defaulting party all reasonable costs and expenses including, but not limited to, reasonable attorney's fees, incurred by the prevailing party in such action. 7. This conveyance and the rights and obligations created hereunder shall not be assignable by Grantee without the prior written consent of Grantor, at Grantor's sole and absolute discretion. Except as otherwise immediately set forth above, this Conveyance and the rights and obligations created hereunder shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. 8. This Grant of Easement replaces and supersedes in its entirety that Conveyance of Easement by and between the parties recorded February 21, 1984 as Reception No. 275215 of the records of the Clerk and Recorder, Eagle County, Colorado. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] IN WffNUS WHEREOF, Grantor has executed this Grant of Easement as of the day of , 2005. LANDMARK-VAIL CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation B y: Name: r e 2 1-1 Title: Jrx_5, d tee.,.,. 641019.4 RUISH 0 • The foregoing instrument was cl owledged bef re me this day of 2005, by rV ]a rI~C D(e ~0 L7 as f`t S I ~ of L ndmark-Vail Condominium Association, Inc., a Colorado non-profit corporation. STATE OF D G(~ ) ss: COUNTY OF ) Witness my hand and official seal. it My commission expires: / - /S7 ~,Y co e • J:ULionshead Core\Agimt-Esmnt-Landmark-Surface-TOWN-Rd2.doc 641019.4 RCFISH 4 TOWN OF VAIL, a municipal corporation duly organized and existing by virtue of the laws of the State of Colorado :c C8 By: 00 Name: G' Title: Town Man ger ATTEST: orel i Donaldson, Town Clerk STATE OF COLORADO ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _Zj! day of 2005, by , as Town Manager of the Town of Vail, a municipal corporation duly organi and existing by virtue of the laws of the State of Colorado.. Witness my hand and official seal. My commission-'.ex es: d N t Pub'c r JALionshead CoreWgrmt-Esmnt-Landmark-Surface-TOWN-Rd2.doc • 641019.4 RCHSH 5 i i EXHIBIT A Legal Description of Servient Estate (See attached) J 641019.4 RMSH A-1 • EXMBIT KA» EASEMENT DESCRIP'T'ION 0 A HARDSCAPE EASEMENT LOCATED WITHIN LANDMARK CONDOMINIUMS AS RECORDED MARCH 11, 1975 AT RECEPTION No. 134951, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LANDMARK CONDOMINIUMS; THENCE ALONG THE SOUTHERLY BOUNDARY LINE OF SAID LANDMARK CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) S 86° 03' 19" W A DISTANCE OF 167.91 FEET; 2) N 03°56'41" W A DISTANCE OF 52.87 FEET; THENCE DEPARTING SAID BOUNDARY LINE OF SAID LANDMARK CONDOMINIUMS FOLLOWING ALONG THE EXISTING OUTSIDE BUILDING WALL THE FOLLOWING TWENTY-ONE COURSES: 1) N 46°2948" E A DISTANCE OF 7.44 FEET; 2) THENCE N 07°57'02" W A DISTANCE OF 12.46 FEET; 3) THENCE N 85°53'52" E A DISTANCE OF 16.09 FEET; 4) THENCE S 04°06'08" E A DISTANCE OF 18.52 FEET; 5) THENCE S 73°3731" E A DISTANCE OF 4.62 FEET; 6) THENCE S 04°27'00" E A DISTANCE OF 23.00 FEET; 7) THENCE S 49°27'00" E A DISTANCE OF 19.81 FEET; 8) THENCE N 85°33'00" E A DISTANCE OF 9.96 FEET; 9) THENCE N 04°27'00" W A DISTANCE OF 5.15 FEET; 10) THENCE N 85°33'00" E A DISTANCE OF 5.88 FEET; 11) THENCE S 04°27'00" E A DISTANCE OF 5.15 FEET; 12) THENCE N 85°33'00" E A DISTANCE OF 12.46 FEET; 13) THENCE N 38°54'39" E A DISTANCE OF 6.67 FEET; 14) THENCE N 85°42'56" E A DISTANCE OF 24.53 FEET; 15) THENCE S 47°3117" E A DISTANCE OF 6.54 FEET; 16) THENCE N 85°33'00" E A DISTANCE OF 32.23 FEET; 17) THENCE N 04°2700" W A DISTANCE OF 5.41 FEET; 18) THENCE N 85°33'00" E A DISTANCE OF 5.92 FEET; 19 THENCE S 04°27'00" E A DISTANCE OF 5.41 FEET; 20) THENCE N 85°33'00" E A DISTANCE OF 4.49 FEET; 21) THENCE N 40°11'32" E A DISTANCE OF 33.92 FEET TO A POINT ALONG THE EASTERLY BOUNDARY LINE OF SAID LANDMARK CONDOMINIUMS; THENCE ALONG SAID EASTERLY BOUNDARY S 04°05'53" E A DISTANCE OF 38.34 FEET; TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.095 ACRES MORE OR LESS. 4139.34 SQUARE FEET, THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTIN NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARES 72° 26' 53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIU/LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+000 30' 19") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALLklocs\Easement Legals\Private Property\42-Landmark Mall.doc U 641019.4 RCPISH i EXHIBIT B Improvement Plans (See attached) B-1 0 171 E -F'~ 'L,.i .~~~;,"1 t^ ,~r.'.r .r..cr. -IIr4, d~.. •Iv~ n-r. r._ rl.• 1_• nc 1\5, P\1 v;l Tl I FNfll ~d G v6 A~`OtrA 117 899228 Page : 1 of 17 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 CONSTRUCTION EASEMENT AGREEMENT THIS CONSTRUCTION EASEMENT AGREEMENT ("Agreement") is made as of the 6th day of October , 2004, by and between Landmark-Vail Condominium Association, Inc., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A Grantor is the governing owners association for Landmark-Vail Condominiums (the "Condominiums") located in the Town of Vail, State of Colorado (the "Town"), which Condominiums were established by that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on November 1, 1974 in Book 237 at Page 177 and the Supplement thereto recorded March 11, 1975 in Book 238 at Page 918 and according to the Condominium Declaration for Landmark-Vail Condominiums recorded July 17, 1973 in Book 230 at Page 129, as amended by Amendment to Declaration of Covenants, Conditions and Restrictions recorded September 17, 19783 in Book 231 at Page 111, as further amended by Second Amendment to Declaration of Covenants, Conditions and Restrictions recorded February 8, 1974 in Book 233 at Page 335 and as further amended by Third Amendment to Declaration of Covenants, Conditions and Restrictions establishing a plan for condominium ownership at Landmark-Vail Condominiums, Recorded September 23, 1974 in Book 236 at Page 573. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within that condominium map and condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is commonly known or referred to as the "Lionshead Core" and that is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Core Property"). Grantee intends to commence the development and construction on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including . hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). C. In order to commence construction of the Core Project, Grantee has requested that the Grantor grant an easement to install and use, within subterranean portions of 621540.6 RCFISH 899228 Page: 2 of 17 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 the Servient Estate, tieback anchors (the "Tiebacks") constituting part of a construction shoring system that also incorporates soldier beams and related materials and that is necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (the "Shoring System"). The construction and installation process for the Tiebacks is sometimes referred to hereinafter as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. Grant of Construction Easement. (a) The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement beneath and under the surface of the Servient Estate for the construction, installation, operation, testing, inspection, maintenance, and use of the Tiebacks in conjunction with and throughout the course of the construction, installation and development of the Core Project as further provided and limited herein (the "Easement"). The Easement shall cover an area under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the construction of the Core Project, is reasonably necessary or appropriate for the Construction in accordance with the Plans (hereinafter defined), and otherwise for the use and enjoyment of the Easement as contemplated herein and the performance of Grantee's obligations and duties hereunder. (b) The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement, and shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur (i) only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements within the Core Project developed by Grantee adjacent to the Condominiums, or (ii) if and when Grantee at its election voluntarily relinquishes its rights under the Easement by a recorded written instrument to that effect executed by Grantee, provided, however, that the Easement shall terminate automatically on January 1, 2008, if not terminated prior thereto. The Easement may be used and enjoyed by Grantee and its agents, employees, contractors, and designees (which may include any and all affiliates of Grantee), and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). For purposes of this Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee (and the applicable affiliates shall be third-party beneficiaries of those provisions hereunder which refer to them). 621540.6 RCRM 2 899228 Page: 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 2. Construction Process. Mechanic's Liens. (a) Grantee covenants to the Grantor that the Tiebacks will be constructed and installed in material conformity with the plans and specifications therefor identified on Exhibit B attached hereto and incorporated herein by this reference (the "Plans"). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will be provided a copy of any modification instituted pursuant to the foregoing. Grantee covenants that the Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements presently located on the Servient Estate (the "Servient Improvements"); that the Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto, as such support is necessary for the use and enjoyment thereof, and that the Construction will not break, cut or impair the normal function of any utility lines or facilities located on and serving the Servient Estate. (b) Grantee will not cause or permit any mechanic's lien claims to be made against any ownership interests in the Servient Estate that arise from the Construction. If any such mechanic's lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise (and so long as this discharge is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees and bond premiums (except to the extent recouped from any such security). (c) Grantee, at its sole cost and expense, shall institute, carry out, and maintain measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient Improvements that is caused by the undertaking of the Construction and that results in structural damage to the Servient Improvements (a "Material Movement"; the pertinent structural damage resulting from a Material Movement is sometimes referred to herein as "Construction Damage"). In furtherance of the foregoing: (i) Grantee, in consultation with Grantor's Representative, will conduct a physical survey inspection of the interior and exterior of the Servient 621540.6 RCMH 3 899228 Page: 4 of 17 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 Irw Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing condition of the Servient Improvements prior to the commencement of the Construction. Grantor shall cause Grantor's Representative to cooperate promptly and diligently with Grantee in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. (ii) Grantee will install and maintain monument measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee in accordance with ordinary construction practices. Initial readings of the Monument Devices will be taken prior to any Construction and/or Excavation (as defined below) in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee shall also engage a qualified surveyor or engineer to install the Monument Devices, to take readings therefrom as set forth below, and to otherwise consult and furnish customary services to Grantee for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) once a week at such time as Excavation has commenced, and thereafter until the foundation of the Core Project is completed (as evidenced by the completion of backfill, including compaction thereof between the foundation and shoring), and (B) one time per month thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for the building improvements within the Core Project). Soldier beams will be installed as part of the Shoring System on or adjacent to the Core Property (but not within the Servient Estate) before the Construction of the Tiebacks commences, and perhaps several months in advance thereof and the installation of those soldier beams will not necessitate the commencement of monitoring from the Monument Devices. "Excavation" shall mean the undertaking of construction excavation for the Core Project within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor's Representative promptly apprised of and provide Grantor's Representative with the results and data from readings of the Monument Devices, and upon request of Grantor's Representative from time to time, will otherwise consult reasonably with Grantor's Representative on the status of the Construction activities in relation to the provisions of this Agreement. (iii) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall immediately institute all measures reasonably necessary to prevent any further Construction Damage that may result from the ongoing Construction process, and shall also be obligated to undertake any and all repairs necessary to remedy the Construction Damage already caused. In that regard, the Grantee shall have prepared and furnished to 621-W.6 RMSH 4 899228 Page: 5 of 17 1/30/2004 04:37P I 1 Teak J Simonton Eagle, CO 174 R 86.00 0 0.00 Grantor's Representative proposed plans for any repairs and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any Construction Damage and the requisite repairs therefor pursuant to Grantee's indemnity under paragraph 4 below. (iv) Grantor shall designate one individual to act for Grantor and represent the interests of Grantor and its Members in connection with this Agreement for purposes of communicating and dealing with Grantee ("Grantor's Representative'). Grantor shall designate Grantor's Representative by notice to Grantee given within three (3) business days after the date of this Agreement. Thereafter, Grantor at its election may change Grantor's Representative upon further written notice to Grantee. In any case only one individual may serve as Grantor's Representative at any time. Approvals given or other determinations made by Grantor's Representative in the course of dealings with Grantee shall be binding upon Grantor and its Members. Grantee shall promptly reimburse Grantor for the reasonable cost of Grantor's consulting engineer employed by Grantor to specifically perform engineering work on behalf of Grantor in connection with this Agreement. (v) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 2(c). 3. Non-Exclusive Quiet Enjo ment. The Easement shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any and all purposes that are not inconsistent with the terms of the Easement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its on behalf and on behalf of its Members, specifically agrees that none of them shall do or permit anything to be done which physically disturbs or impairs the function of the Tiebacks during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees. 4. Indemnity. To the fullest extent permitted by law, Grantee shall indemnify and defend Grantor and its Members, their guests, invitees, employees and agents, and their successors and assigns, and shall hold each of them harmless from and against (i) any physical damage to the property of such indemnified parties or any personal injuries suffered by them (including Construction Damage to the Servient Improvements), and (ii) any liabilities suffered or incurred by such indemnified parties as a result of any personal injury or physical damage to property suffered by third parties, if caused, in whole or in part, by the undertaking of the Construction, any act or omission, including without limitation negligence or willful misconduct, of the Grantee and its agents, employees, contractors, subcontractors, suppliers, workers or assigns, occurring in relation to the use and enjoyment of the Easement, or any breach Q154.6 RCMH 5 899228 Page: 11/30/2004 04:37P Teak J Simonton Eagle: CO 174 R 86.00 D 0.00 of the Grantee's obligations under this Agreement. This indemnity will also apply to and include costs and expenses, including reasonable attorneys' fees, incurred by the indemnified parties in connection with any indemnified matter. Notwithstanding any implications to the contrary in the foregoing provisions, the foregoing shall not be construed to waive or limit any requirements imposed upon the indemnified parties by law to mitigate its damages, and this indemnity shall not apply to matters stemming solely from the negligence, willful misconduct or breach of this Agreement by the Grantor and/or any Member(s). 5. Remedies; Attorne sy ' Fees. (a) The rights of either party hereunder may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement. All remedies shall be cumulative with and in addition to, and not exclusive of one another, any and all remedies may be pursued by the non-defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. (b) In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 6. Successors in Interest: Assignment. The rights, interests and obligations of the parties under this Agreement, including the Easement, shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to use it best efforts to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property unless and until Grantee makes and records an assignment of such interests in favor of such successor (and the Easement and this Agreement will be freely assignable by Assignee to any successor in interest to the Core Property or any portion thereof). Notwithstanding any such succession of ownership interests, Grantee will remain liable for its obligations hereunder, except for any such obligations assumed by its assignee by an instrument recorded in the Records (an "Assuming Assignee"). No successor in interest of Grantee in and to the real property and improvements thereon constituting the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in the recorded assumption made by that successor as an Assuming Assignee, if applicable (provided that the foregoing will not be construed to limit any liability or obligations of any successor to Grantee by operation of corporate law, whether pursuant to a merger, Q15Q.6 RCFISH 6 899228 Page : 7 of 17 1/3O Teak J Simonton Eagle, CO 174 R 86.00 D 0000 4.37P consolidation, sale of all or substantially all of the assets of Grantee or other similar corporate transaction, regardless of whether such successor by operation of corporate law has any interest in and to real property and improvements thereon constituting the Core Property, or any portion thereof). In the case of any assignment, the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 7. Authori . Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor and its constituent Members. 8. Completion of Construction. Unless sooner terminated in accordance with Section 1(b) herein, upon the completion of the construction of the Core Project, as such completion is defined in paragraph 1(b) above, the Easement shall terminate, Grantor and its Members shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Tiebacks and shall be deemed to have abandoned the same. Upon such termination of the Easement, it is understood that the Tiebacks will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same. Upon such abandonment, Grantor, in turn and at its election and without obligation to Grantee, may leave the Tiebacks in place or otherwise manage, treat or dispose of the Tiebacks in any manner permitted by law, and Grantee will have no further obligation in connection with the Tiebacks commencing from and after such abandonment. Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from any further obligations and duties hereunder. Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 9. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 10. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 621540.6 RCRSH 7 899228 Page: 8 of 17 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 11. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 13. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the parry against whom enforcement of the purported modification or waiver is sought. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 15. Notices: Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 s 621540.6 RCF19H 8 899228 Page: 9 of 17 11/30/2004 04:37P Teak J Simonton Eagle: CO 174 R 86.00 D 0.00 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Landmark-Vail Condominium Association, Inc. 610 West Lionshead Circle Vail, CO 81657 Attention: Geoff Wright Fax No.: 970-476-1617 Phone: 970-476-1350 With a copy to: Daniel F. Wolf, Esq. 953 S. Frontage Rd., Ste. 222 Vail, CO 81657 Fax No.: 970476-0446 Phone: 970-476-8865 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 16. Recording. This Agreement may be recorded in the Records at the election and expense of Grantee. 17. Insurance. Grantee covenants and agrees to obtain and keep in full force and effect during the term of this Easement, through its contractor(s): (a) Liability Insurance. Comprehensive general liability insurance with respect to the Construction and Tiebacks, covering bodily injury, death and damage to property of others with endorsements for liability with respect to any and all claims 621540.6 RMM 9 II~II Page: /30/2004 of 0"""4:37P 11 Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 against which Grantee has agreed to indemnify Grantor, as required above, personal injury insurance, premises insurance, products/completed, operations hazard insurance, broad-form property damage insurance, worker's compensation insurance and independent contractor's insurance. (b) Insurance Amounts. Insurance obtained by Grantee shall be carried with combined single limits of not less than $3,000,000 in respect to any one accident of occurrence, and shall be carried on a full replacement cost basis subject to only such deductibles and exclusions as Grantor may reasonably approve. (c) General Requirements. Except as otherwise approved in writing by Grantor, all insurance obtained by Grantee shall be carried on a claims made and occurrence basis; shall name Grantor and its Members as additional insured parties, as their interests may appear; shall be written as primary policies, not contributing with and not in addition to coverage that Grantor may carry; and shall provide, by certificate of insurance or otherwise, that the insurance coverage shall not be cancelled or altered except upon forty five (45) days' prior written notice to Grantor. All general liability insurance policies shall contain a provision that Grantor and any of its Members, although named as additional insureds, shall nevertheless be entitled to recover under such policies for any loss sustained by either of them, notwithstanding any negligence by Grantee. All such insurance policies shall include a waiver of subrogation endorsement in favor of Grantor and its Members. Cr (d) Evidence of Insurance. Grantee shall obtain and file with Grantor before commencement of Construction certificates of insurance, the declaration page and a copy of the applicable policy or binder in effect evidencing the insurance coverage required above, and shall deliver such certificates to Grantor, and from time to time thereafter as may be reasonably required by Grantor to establish Grantee's insurance coverage. [Balance of page intentionally left blank] U 621540.6 RCSSH 10 r_. 899228 Page: 11 of 17 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and year first above written. GRANTOR- Landmark-Vail Condominium Association, Inc., a Colorado nonprofit corporation ame: ark Kobelan Title: President STATE OF TEXAS ) ss: COUNTY OF HARRIS The foregoing instrument was acknowledged before me this 6th day of October , 2004, by Mark Kobelan as President ofLandmark-Vail Condominium Associatioz}Inc., a Colorado nonprofit corporation. Witness my hand and official seal. ission expires:. _ = z a Notary Public 'O F IR69 ?ao [Signature blocks continue on next page] 621540.6 RCRSH 11 : 12 17 al 111111111111111 899228 11//30/2004f04:37P Teak J Simonton Eagle, Co 174 R 86.00 D 0.00 r 1 STATE OF COLORADO ) ) ss: COUNTY OF lEii ~le- GRANTEE: The foregoing instrume t was a kno viedged before in thi is.4 da of 2004, by as )u of The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. expires: 7...... y~ AFB 1.~G~ `~O"F CO*O My Cwa ission E)VM 9 7M 621540.6 RCFISH AOLary rUDIIG 12 THE VAIL CORPORATION, DB/A VAIL, ASSOCIATES, INC., a Colorado corporation P: 13 17 Mil 111111111111111111 899228 11g/30/2004f04:37P Teak J Simonton Eagle, Co 174 R 86.00 D 0.00 EXHIBIT A Legal Description Of Core Property • 6215Q.6 RCFM A-1 899228 Page: 14 of 17 11/30/2004 04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 EXHIBIT A LEGAL DESCRIPTION OF THE CORE PROPERTY Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, VaiULionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 625197 4 RCFISH 4 10.1-ionsquare STRI (Tunnel) LSN.doc 899228 Page: 15 of 17 Teak J Simonton Eagle, CO 174 R 86.00 1/30%20000 4:37P EXIT B Plans • • 621540.6 RCFISH B-1 II~IIIIIIII 8 11111111111111111111 99 N28:' I ~ , • Cj • S I I I rzus I I I " L s I F Zll9 I ®x ~ I Frll9 N I x 3 trrle ~m b £rll8 I w y - ~ tru8 ~ 1 6'OIIB ~0 00, I ~j0 60!!8 ~0 v I mx y m a O > i x 3 7 N mm< 1O r I 60!19 N ~ 6,0110 I 7 ' 9 60!! 3 7 !!9 - - J 6.p11B 3 6.0119 I ~ ~ I 3 3 6•a11B H 0 9 0) 119 6 0 \ 7 ~ I C~ ~ a I ' (n 1 J 67ll9 ~ ~ I I ~~-r ( ` o I I ► Cl JJ ~ I I ~y ' 6711s ~tJ z II X z y i i 61!19 ~m II 3 z ~ l i i ® o r -3 x I I 6lll9 a o~ ~ II d I I x ~ ~ o I I I I II . ; j 6~t119 w ~ ~ A i Page: 17 17 IN-I 11NI 111111111111111111111 899228 11//30/2004f04:37P Teak J Simonton Eagle, CO 174 R 86.00 D 0.00 Cj • 00 OD 00 OD jo OD OD OD ODD ODD O (fin O N ° to O Lnn L-j O M r OD O i O W LO rn V) r J ~ (Z . I Z U) W N D v, oar r- r p fTl O0 n ^ M rn II- I ~ O D C) (7 HO w - o V) i Cl- O Z tz z ~ D 0 -0 <p M K:M C to Il o ~ EM o r 9 C2 N z m D O Z -I Z 0 Z ;0 z" a z o ~ l O H U1 ~ x O ,r z o b ~ ~ :r 111 147 t7J N C~ EAGLE COUNTY RECORDER. COLORADO 937614 TEAK J SIMONTON :38:01PM 173 REC: $45.00 DOC: PAGES: 9 1.112112005 34. Lazier DR-UTIL Final GRANT OF EASEMENT (UTILITIES AND DRAINAGE) (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. • GRANT OF EASEMENT (UTILITIES AND DRAINAGE)) • 34. Lazier DR-UTIL Final ROBERT T. LAZIER and DIANE J. LAZIER (together "Grantor"), whose street address is 386 Hanson Ranch Road, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to water utility service and storm drainage functions (collectively the "Utilities/Drainage Improvements"). The Easement shall be for the benefit of the Grantee, Eagle River Water and Sanitation District, a quasi-municipal corporation, and other designees of the Grantee, and the contractors, agents, and invitees of any of them. The Utilities/Drainage Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure or other improvement that may impede surface access to utilities or drainage facilities may hereafter be located within the Servient Estate by Grantor unless consented to in writing by Grantee. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado, and may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. [Balance of page intentionally left blank] • 637588.5 RUISH IN WITNESS WHEREOF, day of 1 , 2005. STATE OF ss: COUNTY OF ) The foregoing instrument was 2005, by Robert T. Lazier U • acknowledged before me this day of Witness my hand and official seal. My commission expires: CS ej i-N o Pub 'c [Signature blocks continue on next page] • 617568.5 RUISH 2 • 0 oz'~,,a Z42 Qt~ - DIANE J. LAZIEV ' STATE OFi4il a.~~A ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2005, by Diane J. Lazier. Witness my hand and official seal. My commission expires: V ~j Q • 637568.5 RCFISH tary PIlic 3 EXHIBIT A Legal Description of Servient Estate (See attached) • U 63759M PMSH A-1 PIA co ,it w 0 N Q CL J Q C~ N N Y O O m v N N C" Go' J N N LLJ QOQ ~ co a ~z u o~ J LA m ~i U- ~o O W J Li N a oz o CL > ~ l ,(47.16 ')P, U w W v w 2L"(56-00C) N a N o- S04 05 53E - 89.27' cQ 5 Q to w N = N 000 J m ' - N04'05'52"\N 164.21 L2 N CO 0 cw w n Q O 6L 2 r LL to J O z U J M O J M (n . z 0 Q D ~ J LL. X `tYmm 0 V) O a~ m0 J ~ a> z O O U Q ma O J IL U tY Q CL Q O a W U Qa~ w>Z x~ U a ~ Cy QMw I E- X O Lt, Wiz d ~ a' O d F 0 ? : a p • P~ 3 o . P, n . < W m W o O , K Cr Z n p f' W Z Z N J m Q • O O ~ m W Z V = r~ O o o m 40 J J 0 W z J N h t v) m J W N W r1 W r W J J J J J ~J J C f c n A•a 'ml 90Af ll r•DOZ✓+/L 'bi0'w%J°-1CO3-p°f(\cj»dey •jw+d\Llp!+'3-)6m3\b-0\rna3Ao\ov31-svon\ EDIT "A" i EASEt,~? DESCRIPTION PARCEL A A14 EASEMENT LOCATED WM33N LOT 3, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGLNNNG AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3, BLOCK 1, VAMA IONSHEAD, FIRST FILING, ALSO BEING THE SOUTHWEST CORNER OF LIONSHEAD ARCADE; THENCE CONTINUING ALONG THE BOUNDARY LINE OF SAID LOT 3, BLOCK 1, VAILUONSHEAD, FIRST FIIl3G N 49°05'53' W A DISTANCE OF 49.49 FEET; THENCE N 04°0553' W A DISTANCE OF 45.00 FEET; THENCE N 85°54'07' E A DISTANCE OF 35.00 FEET TO A POINT ALONG LJONSHEAD ARCADE; THENCE, S 04"OS'S2' E A DISTANCE OF 7999 FEET TO THE POINT OF BEGINN NG. SAID PARCEL. CONTAINING 0.050 ACRES MORE OR LESS. 218729 SQUARE FEET. AN EASEMENT LOCATED WITHIN LOT 3, BLOCK 1, VAILILIONSHEAD, FIRST FILING AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VAII, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3 BLOCK 1, VAIL/LIONSHEAD, FIRST FILING, ALSO BEING THE SOUTHWEST CORNER OF L1ONSHEAD ARCADE; THENCE CONTINUING ALONG THE SOUTHERLY BOUNDARY LINE OF SAID LOT 3, BLOCK 1, VAIL IONSHEAD, FIRST FII.LNG THENCE S 85054'OT W A DISTANCE OF M 1 FEET; THENCE N 04"05'53" W A DISTANCE OF 1.08 FEET; THENCE N 43"3334' E A DISTANCE OF 11 S2 FEET; THENCE S 04"05'53" E A DISTANCE OF 8.84 FEET; TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.001 ACRES MORE OR LESS. 42.23 SQUARE FEET, THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONECIECTING NGS STATIONS -WOODMAN" AND "SPRADDLE" BEARS 72' 26'53- W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILILIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00" 30' 05') BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:uONSHEAD\OVHRAL.L\docs\Easement Lepis\pnvm Property -14. L a z- i e-Y /J R -Q T I L- i • C EXHIBIT B Depiction of Utilities/Drainage Improvements (See attached) • • 637588.5 RCFISH B-1 N a m O~ x 3 Q z ~/Ad SSd ~ Q 1q~q~f'~ I ~ ~ O CL 3 d IL I I V: z~ I ~d i U oQ zto o co o 0 u { z UI Oo~ I Q ❑l ZZa ❑ L) u U C7 p<K I W QJZNN O o~^ I 0 S m F ° Z daffi Q o 0 Q. ~ d y N-CA U K I Q I 4 3n Q < Q Z C, o~+ oN 3 IL w F5 ❑ in I o it :3 w 1w- Fl ° F1 I °wN=~ t ASS PSS PSS PSS : ~ --~ST~ I cr- IL 4__` ~ ~ _ p ~ PYy PW _ PW L$L~ w W a m ? - - Ix ~0- cn in LL. a 0 r-- PSS PSS PSS PSS PSS _ O Y O W z -J F~ s s J F I a I M ~"<K (rte I c opw 1 a _t o W GC J vT1 0 d p W mm J ~ v O ' • 3 I a a J V G] • After recording; please call Gerry Arnold at 845.2658 to pick up this document. EAGLE COUNTY RECORDER. COLORADO 937615 TEAK J SIMONTON .38:02PM 173 J REC= $61.00 DOC: ~ PAGES: 12 11/21/2005 34A. Lazier 'SS to Lionspride GRANT OF EASEMENT (SANITARY SEWER) (See Attached) ■ , ra -\11 i 34A. Lazier SS to Lionspride GRANT OF EASEMENT (SANITARY SEWER) ROBERT T. LAZIER and DIANE J. LAZIER (together "Grantor"), whose street address is 386 Hanson Ranch Road, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to, as the owners of the "Dominant Estate" defined below (together "Grantee"), whose street address is 386 Hanson Ranch Road, Vail, Colorado 81657, an easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of underground sewer lines and underground related improvements and facilities establishing and serving as a connection for sanitary sewer utility service (the "Sewer Improvements"). The Sewer Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall constitute an easement appurtenant in perpetuity for the benefit of that certain real property owned by the Grantee and legally described on Exhibit C attached hereto and incorporated herein by this reference (the "Dominant Estate"), and may be exercised, used and enjoyed by Grantee, Grantee's successors in interest to the Dominant Estate, and the contractors, agents and invitees of any of them. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 641328.3 RUISH • • 3-11 IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of i , 2005. STATE OF ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2005, by Robert T. Lazier. Witness my hand and official seal. My commission expires: O 11 b- 1/ D N tary P lic [Signature blocks continue on next page] C 641328.3 RUISH 2 r4. NE J. LAZIER DIA STATE OF o ) ss: COUNTY OF ) The foregoing instrument was 2005, by Diane J. Lazier. acknowledged before me this day of Witness my hand and official seal. My commission expires: co ---z, I % °l ) 0 .7 o li 641328.3 RCFISH • EXHIBIT A Legal Description of Servient Estate (See attached) • U 641328.3 RCFISH A-1 4 mmrr "A" 0 AN : EASE)M-TT LOCATED WITHAL LOT 3, BLOCK 1, VATI A -7 SHEAD, FIRST FnJNG AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VA L, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICUTARLY DESCRIBED AS FOLLOWS: BEGWNING AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3, BLOCK 1, VAIIJL IONSfff AD, FIRST FILING, ALSO BEING THE SOUTHWEST CORNER OF L IONSHFAD ARCADE; THENCE CONTD&YING ALONG THE BOUNDARY LINE OF SAID LOT 3, BLACK 1, VAILJLIONSHEAD, FIRST FILING N 49"05-53' W A DISTANCE OF 49.49 FEET; THENCE N 04"05'53' W A DISTANCE OF 45.D0 FEET; THENCE N 85054'07' E A DISTANCE OF 35.00 FEET TO A POINT ALONG LIONSHFAD ARCADE; THENCE S D40'05'52" E A DISTANCE OF 7999 FEET TO THE POINT OF BEGINNING. SAID PARCEL. CONTAINING 0.050 ACRES MORE OR LESS. 218729 SQUARE FEET. EASEMENT DESCRIPTION PARCEL B AN EASEMENT LOCATED WITHIN LOT 3, BLOCK 1, VAIIJLIONSHEAD, FIRST FILING AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3 BLACK 1, VAILVONSHE AD, FIRST FII1NG, ALSO BEING THE SOUTHWEST CORNER OF LIONSHEAD ARCADE; THENCE 0DMV,7UNG ALONG THE SOUTHERLY BOUNDARY IJNE OF SAID LOT 3, BLACK 1, VAIIL iONSHEAD, FIRST FILING THENCE S 85"54'07" W A DISTANCE OF 851 FEET; THENCE N D4"05-53" W A DISTANCE OF 1.08 FEET, THENCE N 43'33"34'E A DISTANCE OF 1152 FEET; THENCE S 04"05-53" E A DISTANCE OF 8.94 FEET; TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.001 ACRES MORE OR LESS. 42.23 SQUARE FEET, THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONECI'ECITNG NGS STATIONS "WOODMAN" AND "SPRADDL E" BEARS 72' 26'53" W USING COLORADO CENTRAL ZONE (FLARIN) SPC 83. THE ROTATION TO VAMAJONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY I OTH,1970 IN BOOK 217 AT PAGE 675, IS (+00' 30' 05') BRENT BIGGS PLS No. 27599 PREPARED FOR AND ON BEHAIF OF PEAK LAND SURVEYING, INC. 11 ~J P:UONSHEAD\OVERALL%ik=\E&semeat LeggsT6vste Property ,I44 La z e,v S5 'le Li~-~, S a r,- c/ c co WV N Q 0_ J Q ~ N N Y O O m v N N C,4 , WN N L)OUJ a0a a. co CL N CC) to WW V) O :D Q Oa ~ N 1~.. CD 0 75 U ~ 0~ J N m~ ~LL. m O = mU 0 as a CL J a > L6 E4 _ (47.16) U J C14 J w v N W O Q cp (56.00') Q Q - 8927' " ' a E 53 S04.05 o Q~ W N = N 000 J m N040552"w v 164.27 L2 0 Z U = O H M ~ M. C7 Z 0 G 0 LAJ ot=n ~Ym U O a\ m0 J p <-C Z 00 U Q O J C. U a a Q0 x~a z .3 w O U wya O ~ U V a Q r, w I wiz a~ a. aH a .i S S e I R..P 'IPI i04f-1t i'OOZ/~/L '6.e's1+.ux.3-pall\~7+~edd .te.\n!a'+3-1643\1^"\rraano\mY3►sron\ • EXHIBIT B Depiction of Sewer Improvements (See attached) .7 • 641328.3 RMSH °-1 0- ~'o L t U Q tD ~ tD W O N Q J > a ~Md SSdAP~ `I Ad d d J CL I o ~ r EXHIBIT C Legal Description of Dominant Estate (See attached) C, • 641328.3 RCFISH C-1 • • • 0 _mwLE` r -BO' FIRST WESTWIND CONDOMINIUMS AT VAIL (RECEPTION No. 112001) L11 - r 0 L9 < v D r r 0 O Z rr, O D 0 WL^ N c) 0 F: -I Z r OD I L7 I LIFTHOUSE CONDOMINIUM (RECEPTION No. 125515) I PART OF LOT 3 (VAIL/LIONSHEAD FIRST FILING BOOK 219 PAGE 489) LINE TABLE LINE LENGTH BEARING L1 188.06' N85'24'02"E L2 90.00' S04'35'58"E L3 8.23' S85'24'02"W L4 90.00' S04'35'58"E L5 61.50' N85'24'02"E L6 34.00' S04'35'58"E L7 118.27' S85'24'02"W LB 74.50' N04'35'58'W L9 84.00' S85'24'02"W L10 31.50' N04'35'58"W Ltt 83.94' S6524'02"W L12 40.00' S04'35'58"E 0 or 4P- n m Oz 0 o 00 p z 0 - L5 Z K F ° zN L - --I N I N tD J v I "0 v~ I LIONSHEAD ARCADE CONDOMINIUMS I I (RECEPTION No. 119339) I I EXHIBIT - C o (A.K.A. LdONSPRIDE). VAIL/LIONSHEAD, FIRST FILING, TOWN OF VAIL I VANTAGE POINT-VAIL I VANTAGE POINT-VAIL I CONDOMINIUMS I CONDOMINIUMS I (RECEPTION No. 133622) I I (RECEPTION No. 123718) I I I PART OF LOT 2 (VAIL/LIONSHEAD FIRST FILING I I RECEPTION No. 113260) I I - - - T.P.O.B. L1 - ' (37.06) I ) (151.00 ' r PART OF LOT 1 260~NG F;R5 VAIL/LIONSHEAD i 3 ( - N RECEPTION No. -1- PART OF III LOTS 2&3 PARCEL A (VAIL/LIONSHEAD FIRST FILING 0.728± ACRES RECEPTION No. 113260) L3 (A.K.A. LIONSPRIDE) - - LIM 0) 0 • / 11 ~J EXHIBIT G PARCEL DESCRIPTION A PARCEL OF LAND LYING IN PORTIONS OF LOTS 1, 2, & 3, BLOCK 1, VAIL/LIONSHEAD, A SUBDIVISION IN THE TOWN OF VAIL, COUNTY OF EAGLE, STATE OF COLORADO, AS RECORDED MAY 10, 1970 AT RECEPTION NO. 113260. MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF VANTAGE POINT-VAIL CONDOMINIUMS AS RECORDED NOVEMBER 27, 1974 AT RECEPTION NO. 133622; THENCE ALONG SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS N 85°24'02" E A DISTANCE OF 151.00 FEET TO THE SOUTHWEST CORNER OF VANTAGE POINT-VAIL CONDOMINIUMS AS RECORDED FEBRUARY 23, 1973 AT RECEPTION NO. 123718; THENCE ALONG SAID SOUTH LINE OF SAID VANTAGE POINT-VAEL CONDOMINIUMS N 85°24'02" E A DISTANCE OF 37.06 FEET; THENCE DEPARTING SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS THE FOLLOWING THREE (3) COURSES: 1) S 04°35'58" E A DISTANCE OF 90.00 FEET; 2) S 85°24'02" W A DISTANCE OF 8.23 FEET; 3) S 04°35'58" E A DISTANCE OF 56.00 FEET TO THE NORTHWEST CORNER OF VAIL 21 CONDOMINIUMS AS RECORDED JANUARY 11, 1973 AT RECEPTION NO. 122978; THENCE ALONG SAID WEST LINE OF SAID VAIL 21 CONDOMINIUMS S 04°35'58" E A DISTANCE OF 34.00 FEET TO THE NORTHEAST CORNER OF LIONSHEAD ARCADE AS RECORDED MARCH 30, 1972 AT RECEPTION NO. 119339; THENCE ALONG SAID NORTH LINE OF SAID LIONSHEAD ARCADE S 85°24'02" W A DISTANCE OF 61.50 FEET TO A POINT ON THE EAST LINE OF LIFTHOUSE CONDOMINIUMS AS RECORDED JUNE 20, 1973 AT RECEPTION NO. 125516; THENCE ALONG SAID LIFTHOUSE CONDOMINIUMS THE FOLLOWING FOUR (4) COURSES: 4) N 04°35'58" W A DISTANCE OF 34.00 FEET; 5) S 85°24'02" W A DISTANCE OF 118.27 FEET; 6) N 04°35'58" W A DISTANCE OF 74.50 FEET; 7) S 85°24'02" W A DISTANCE OF 84.00 FEET TO A POINT ON THE EAST LINE OF TRACT C, VAIULIONSHEAD FIRST FILING AS RECORDED MAY 10, 1970 AT RECEPTION NO. 113260; THENCE ALONG SAID EAST LINE OF SAID TRACT C, VAII./LIONSHEAD FIRST FILING N 04°35'58" W A DISTANCE OF 31.50 FEET TO A POINT ON THE SOUTH LINE OF FIRST WESTWIND AT VAIL CONDOMINIUMS AS RECORDED NOVEMBER 26, 1969 AT RECEPTION NO. 112001; THENCE ALONG SAID FIRST WESTWWD AT VAIL CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) N 85°24'02" E A DISTANCE OF 83.94 FEET; 2) N 04°35'58" W A DISTANCE OF 40.00 FEET TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.728 ACRES MORE OR LESS. 31726.48 SQUARE FEET. BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\1300-1399\1366\docs\Parcel A Legal.doc EAGLE COUNTY RECORDER. COLORADO 837616 TEAK J SIMONTV 01 38 03PM 173 REC: $51.00 D S PRGES* 10 11/21/2005 45. Lazier Mall Final GRANT OF EASEMENT (SURFACE EMPROVEMENTS) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. • E 45. Lazier Mall Final 4 GRANT OF EASEMENT (SURFACE IMPROVEMENTS) ROBERT T. LAZIER and DIANE J. LAZIER (together "Grantor"), whose street address is 386 Hanson Ranch Road, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, maintenance, replacement, use and enjoyment of paved sidewalks, walkways and access ways (which may include snowmelt pavers and systems), walls, steps, landscaping, streetscaping, and other improvements associated or integrating with, complementing or constituting an extension of any public or private rights-of-way or access ways adjacent to the Servient Estate, together with grading, the removal or modification of existing site improvements, and other related site preparation work (collectively the "Improvements"). The rights of use and enjoyment under the Easement specifically include, without limitation, pedestrian access and emergency access by fire trucks, ambulances and other emergency vehicles. The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them, and specifically including, without limitation, providers of emergency services and the public for access uses as aforesaid. The Improvements undertaken will be generally consistent with the plans set forth and/or referenced on Exhibit B attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with, complement to or extension of adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, benches, street lights, steps and ski racks). Any walls in addition to those provided for on Exhibit B, if any, will specifically constitute a material modification or supplement. Areas planned for improvement with snowmelt pavers will be employed as pedestrian and emergency access as aforesaid for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. No building structure or other improvements that may impede the access rights under the Easement may hereafter be located within the Servient Estate by Grantor unless consented to in writing by Grantee. 640887.4 RUISH 0 i This instrument shall be governed by and construed in accordance with the laws of the State of Colorado, and may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. [Balance of page intentionally left blank] • • 6908874 RCFISH 2 • IN WITNESS WHEREOF 5~1 day of A r 1 1 , 2005. STATE OF C~ ) 0 ) COUNTY OF &A, In The foregoing instrument was acknowledged before me this day of 2005, by Robert T. Lazier. Witness my hand and official seal. My commission expires: UZ Z CA el / . 26~!~ dlarylublic [Signature blocks continue on next page] • 640887.4 RUISH 3 • 0 DIANE J. LAZ STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2005, by Diane J. Lazier. Witness my hand and official seal. My commission expires: C5-1k 1 0 5 l 0 ~l • 0 640887.4 RCFISH ttuyP blic 4 EXHIBIT A Legal Description of Servient Estate (See attached) • • 640887.1 RCRSH A-1 co It w c~ N Q a J Q ~ > N N Y O O m 00 N N J N N LLJ U `1 W O Q O Q n.ma 0 ~z Y J U O J m~ U- < UL = En o z 1- O J Q j Q> O h v V h m J m U o~ Q as L6 E4 (47.16') 4- Ln N v J N J w W0 Q cn (56.00') Of CWT S04°05'53"E - 89.27' 0 aM W N = N N04°05'52„ L2 N co 0 uJ W Ln 0 0 0 ~ N LL cD Z Y J O J M N n li ~ O O Q Li o u, Fz Q O dJ Q ~ 0 10 m 1-1 W - 164-27 U F- U a 1- C6 < ~ pJ IL LI.1 U cr Q M z r J ~Ym 0 m 0 -J -J M z 0 0 3 i w w 3 3 3 3 o z `n it 'n i. o T- 0 r~ 0 n r, o n a n M in irl a a v in r n n a w o o o !n !n o N o n o n < o a m ~ o w m O O O o O Z Z Z Z In 2 VI Z Z W J m Q N '0 '0 '0 '0 '0 w 0 n o O O O R O Od d ~ J J in v n o o o w ? J N n v N D w N n v J .J J J J J W W W z ~ ~e € € ij 0 d A x ~ z .4 W O O U Qa~ -4 O d U U U O a ~ d c7 W I E- °ad x O -0 W a O d z Q' O d h J J Q {iJ N Q J I Aoor '/iv eo:et:n SOOL/,/L 'bro'sllawso3-IIOH\kljadojd 21wud\sl!Q!4'3-1us3\6.o\llVM3AO\OV3MS40n\:d 0 EXHIBIT "A" EASEMENT DESCRIPTION PARCEL A A HARDSCAPE EASEMENT LOCATED WITHIN LOT 3, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3, BLOCK 1, VAIIJLIONSHEAD, FIRST FILING, ALSO BEING THE SOUTHWEST CORNER OF LIONSHEAD ARCADE; THENCE CONTINUING ALONG THE BOUNDARY LINE OF SAID LOT 3, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING N 49°05'53" W A DISTANCE OF 49.49 FEET; THENCE N 04°05'53" W A DISTANCE OF 45.00 FEET; THENCE N 85°54'07" E A DISTANCE OF 35.00 FEET TO A POINT ALONG LIONSHEAD ARCADE; THENCE S 04°05'52" E A DISTANCE OF 79.99 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.050 ACRES MORE OR LESS. 2187.29 SQUARE FEET. EASEMENT DESCRIPTION PARCEL B A HARDSCAPE EASEMENT LOCATED WITHIN LOT 3, BLOCK 1, VAILILIONSHEAD, FIRST FILING AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3 BLOCK 1, VAIIJLIONSHEAD, FIRST FILING, ALSO BEING THE SOUTHWEST CORNER OF LIONSHEAD ARCADE; THENCE CONTINUING ALONG THE SOUTHERLY BOUNDARY LINE OF SAID LOT 3, BLOCK 1, VAIULIONSHEAD, FIRST FILING THENCE S 85°54'07" W A DISTANCE OF 8.51 FEET; THENCE N 04°05'53" W A DISTANCE OF 1.08 FEET; THENCE N 43°33'34" E A DISTANCE OF 11.52 FEET; THENCE S 04°05'53" E A DISTANCE OF 8.84 FEET; TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.001 ACRES MORE OR LESS. 42.23 SQUARE FEET, THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIIJLIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10711-, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05') BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:U.IONSHEAD\OVERALL\docs\Easement Legals\Private Property\45-Lazier Mall.doc EXHIBIT B Improvement Plans (See attached) is • 640867.4 RCRSH B-1 Z ai m c < m O U U ~ ? a<K O c N U ~ **o N N m Y ~ W C) O ~ m < i M1 W F < a < K < 05 O O LL. ` N ° ~ W m 0 a 1 ' 'NFL I z~ ~ z 0 n a J Z "'n r V 9onC~ I Of m F° o w 'n U~ W Z N` LJ J J F r s u J ' U C9 - to N LL ° W L O o o o Q O zoo f- ~ ol: F= o Q IL a_ LLJ Y j U U W O w z t_ I I W N ~s~ ~ p O p O~ < O O W o O G Z 1: (s o rc W Q- T I Q Imp Icl: 0 U ~ U ~ Q 0 o o ~ I l~ h. ju = dQ i ui 10- J EAGLE COUNTY RECORDER. COLORADO 9376 1 ? • TEAK J SIMONTON -38:04PM 174 REC: $71.00 DOC:r► PAGES: 14 11/2/12005 86. Lazier - SH CONSTRUCTION EASEMENT AGREEMENT (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. C. CJ ( . Lazier - SH CONSTRUCTION EASEMENT AGREEMENT THIS CONSTRUCTION EASEMENT AGREEMENT ("Agreement") is made as of the day of 1 2005, by and between ROBERT T. LAZIER and DIANE J. LAZIER (tog her "Grantor"), and THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A. Grantor is the owner of certain real property located in the Town of Vail, State of Colorado (the "Town"), which is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate"). B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is commonly known or referred to as the "Lionshead Core" and that is legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Core Property"). Grantee intends to commence the development and construction on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). C. In order to commence construction of the Core Project, Grantee has requested that the Grantor grant an easement to install and use, within subterranean portions of the Servient Estate, tieback anchors (the "Tiebacks") constituting part of a construction shoring system that also incorporates soldier beams and related materials and that is necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (the "Shoring System"). The construction and installation process for the Tiebacks is sometimes referred to hereinafter as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: I . Grant of Construction Easement. (a) The Grantor hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement upon, over and beneath the Servient Estate for the construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Tiebacks in conjunction with and throughout the course of the 637593.2 RUISH • • construction, installation and development of the Core Project (the `Basement"). The Easement shall cover an area within and under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the construction of the Core Project, is reasonably necessary or appropriate for the Construction, and otherwise for the use and enjoyment of the Easement as contemplated herein and the performance of Grantee's obligations and duties hereunder. (b) The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement, and shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur (i) only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of all building improvements within the Core Project developed by Grantee, or (ii) if and when Grantee at its election voluntarily relinquishes its rights under the Easement by a recorded written instrument to that effect executed by Grantee. The Easement may be used and enjoyed by Grantee and its agents, employees, contractors, and designees (which may include any and all affiliates of Grantee), and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). For purposes of this Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee (and the applicable affiliates shall be third-party beneficiaries of those provisions hereunder which refer to them). 2. Construction Process; Mechanic's Liens. (a) Grantee covenants that the Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to the surface of the Servient Estate; that the Construction will not damage or impair any subjacent or lateral support for the surface of the Servient Estate or appurtenances thereto, as such support is necessary for the enjoyment of the Servient Estate in accordance with the uses thereof permitted under applicable zoning and other laws; and that the Construction will not break, cut or impair the normal function of any utility lines or facilities located on the Servient Estate. (b) Grantee will not cause or permit any mechanic's lien claims to be made against any ownership interests in the Servient Estate that arise from the Construction. If any such mechanic's lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish the Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the 6375931 RCFISH 2 0 `J requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 3. Non-Exclusive. The Easement shall be non-exclusive, and the Grantor expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any and all purposes that are not inconsistent with the terms of the Easement and the rights and interests afforded to Grantee under the terms hereof. Grantor specifically agrees that Grantor shall not do or permit anything to be done which physically disturbs or impairs the function of the Tiebacks during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees. 4. Indemnity. Grantee shall indemnify and defend Grantor and Grantor's successors and assigns and shall hold each of them harmless from and against (i) any physical damage to the property of such indemnified parties or any personal injuries suffered by them, and (ii) any liabilities suffered or incurred by such indemnified parties to third parties, if caused by the undertaking of the Construction or the use and enjoyment of the Easement, or any action or omission in relation thereto, any negligence or willful misconduct of the Grantee, or any breach of the Grantee's obligations under this Agreement. This indemnity will also apply to and include costs and expenses, including reasonable attorneys' fees, incurred by the indemnified parties in connection with any indemnified matter. Notwithstanding any implications to the contrary in the foregoing provisions, the foregoing shall not be construed to waive or limit any requirements imposed upon the indemnified parties by law to mitigate its damages, and this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor. 5. Liability Insurance. At all times during the term of this Agreement, Grantee shall carry and maintain or shall cause its general contractor to carry and maintain in full force and effect, at Grantee's sole cost and expense, commercial general liability insurance for the Construction in and about the Servient Estate and Core Property in an occurrence format and in an amount of $1,000,000 per occurrence ($2,000,000 in the aggregate), to be supplemented by excess liability insurance in an amount of not less than $10,000,000, which shall include a per project aggregate limit endorsement, and include the following coverages: contractual liablity, personal injury, broad form property damage, and independent Grantees and Core Property operations. This coverage shall be free from the "XCU" exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case may be subject to standard exclusions for environmental matters; shall name the Grantor as an additional insured; shall provide that it may not be cancelled or materially modified without thirty (30) days prior written notice to the Grantor; and shall be written by insurance companies duly qualified to kar do business in the State of Colorado and having a rating of not less than A as established by Best and Company. Grantee agrees to provide or cause its general contractor to provide Grantor with 637593.2 RCFISH • 0 certificates of insurance evidencing this required insurance coverage prior to the commencement of any Construction on the Servient Estate. 6. Remedies; Attorneys' Fees. (a) The rights of either party hereunder may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non-defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. (b) In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 7. Successors in Interest; Assignment. The rights, interests and obligations of the parties under this Agreement, including the Easement, shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property unless and until Grantee makes and records an assignment of such interests in favor of such successor (and the Easement and this Agreement will be freely assignable by Assignee to any successor in interest to the Core Property or any portion thereof). Notwithstanding any such succession of ownership interests, Grantee will remain liable for its obligations hereunder, except for any such obligations assumed by any assignee approved by Grantor in writing, such assumption to be by an instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as expressly provided in any recorded assumption made by that successor. In the case of any assignment, the term "Grantee" shall from time to time mean any assignee then holding Grantee's rights hereunder. 8. Completion of Construction. Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 1(b) above, the Easement shall terminate, Grantor shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Tiebacks and shall be deemed to have abandoned the same. Upon such termination of the Easement, it is understood that the 4W Tiebacks will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same. Upon such abandonment, Grantor, in turn and at its election and without obligation to Grantee, may leave the Tiebacks in place or otherwise manage, treat or 637593.2 RCFISH 4 i • dispose of the Tiebacks in any manner permitted by law, and Grantee will have no further obligation in connection with the Tiebacks commencing from and after such abandonment. Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from any further obligations and duties hereunder. Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 9. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 10. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 11. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, 4W and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 13. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 15. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is 637593.2 RCFISH 5 0 confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Robert T. Lazier Diane J. Lazier 386 Hanson Ranch Road P.O. Box 1325 Vail, Colorado 81657 Fax No.: (970) 476-6601 Phone: (970) 476-0177 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 16. Recording. This Agreement may be recorded in the Records at the election and expense of Grantee. 637593.2 RCRSH 6 • IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and y6al first W6Xw T. STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this '5--day of , 2005, by Robert T. Lazier. Witness my hand and official seal. My commission expires: r) I( Q 9 [ 4 a • 637593.2 RCFISH .W~ /Ythj4t~ '~MJL - ~~I N taryP lic 7 I.J ~GZ~~ vc-CJ , DIANE J. LAZIE ) STATE OF wt:::i" ss: COUNTY OF ) 0 NU The foregoing instrument was acknowledged before me this day of 2005, by Diane J. Lazier. Witness my hand and official seal. My commission expires: 3 °1 U 9 o ary Pu lic • • 637593.2 RCFISH 9 GRANTEE: 0 THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: Nan Titl( The foregoing instrument was acknowledged before me this day of v , 2005, by A e v f~ t~ (7. Re 11 m as Sr. i t ;c e T of the Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. STATE OF COLORADO ) ss: COUNTY OF FO ' Witness my hand and official seal. r ~ My commission expires: /0/0,3/ ~d 0 Notary Public - J, • Vail as to Fund; 637593.2 RCFISH ARN- *p TA . cP;...pUBL\e.'~ ~~rFnr 9 • • 637593.2 RCFISH • EXHIBIT A Legal Description Of Servient Estate (see attached) A-1 0 9 EXHIBIT "A" C J A PARCEL LOCATED WITHIN LOT 3, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 675, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHERLY ANGLE POINT OF SAID LOT 3, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING, ALSO BEING THE SOUTHWEST CORNER OF LIONSHEAD ARCADE; THENCE CONTINUING ALONG THE BOUNDARY LINE OF SAID LOT 3, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING N 49°05'53" W A DISTANCE OF 49.49 FEET; THENCE N 04°05'53" W A DISTANCE OF 45.00 FEET; THENCE N 85054'07" E A DISTANCE OF 35.00 FEET TO A POINT ALONG LIONSHEAD ARCADE; THENCE S 04°05'52" E A DISTANCE OF 79.99 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.050 ACRES MORE OR LESS, 2187.29 SQUARE FEET. THE ABOVE DESCRIBED PARCEL BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 720 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30'05") c BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\Lazier-SH.doc ~J • rI "In( 'I IA ).):Z-7 :11 r, Y1.-' -I- ' . 'f-"-r'114--nV-,•l.:;,^1^.,, aI na i i`. J-; u,-1` n...r .ll\JI ; ~].:1',.'II FWCII. i 0 CW EXHIBIT B Legal Description of Core Property Lot 4, Block 1, and Tract D, VailLionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, VaiULionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, VailLionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 637593.2 RCFISH B-1 TEAK ~J-SIMONTON~V VV~~ ` ~y 'j .5 e, b 1 U q1=38a05PM 173 REC: $56.00 DOC PAGES: 'il 1112112005 38. Lift House SS L\ Final GRANT OF EASEMENT (SANITARY SEWER) (See Attached) c After recording; please call Gerry Arnold at 845.2658 to pick up this document. V 38. Lift House SS Final GRANT OF EASEMENT (SANITARY SEWER) THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non- profit corporation ("Grantor"), whose street address is c/o Douglas Walker, 555 East Lionshead Circle, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to ROBERT T. LAZIER and DIANE J. LAZIER, as the owners of the "Dominant Estate" defined below (together "Grantee"), whose street address is 386 Hanson Ranch Road, Vail, Colorado 81657, an easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of underground utility lines and underground related improvements and facilities establishing and serving as a connection for sanitary sewer utility service (the "Sewer Improvements"). The Sewer Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall constitute an easement appurtenant in perpetuity for the benefit of that certain real property owned by the Grantee and legally described on Exhibit C attached hereto and incorporated herein by this reference (the "Dominant Estate"), and may be exercised, used and enjoyed by Grantee, Grantee's successors in interest to the Dominant Estate, and the contractors, agents and invitees of any of them. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 641328.3 RCFISH o • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the C _ _ day of M n roc tI , 2005. STATE OF tdoyajc) THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation By: ston Name: Da42~t Title: Pr COUNTY OF fa.c ss: ) The foregoing instrument was acknowledged before me this oC 4 The of 2005, by David Johnston as President of The Lift House Condominium Association, Inc., a Colorado non-profit corporation. Witness my hand and official seal. / My commission expires: al l 02 y 0 r•4 eLIC / COLORA00 0 ~i" Notary Publi 641328.3 RCF15H 2 EXHIBIT A Legal Description of Servient Estate (See attached) • • 641328.3 RCFISH A-1 Q y Q Ci O y h q,4" 00 L15 L>6 N N tb J N N O Z LLJ . z rn w QOQ N C- m d I I M Y O -J h I h S04'05'S4""L' - 74 50' O O I w 0 h N04.05'6-S")r - 196.78 U H U Q H I ~ co O y N LO N t\ 0 L12 O N N 00 CD ww V) Q 00- = F- LL- cD J Y O m y10 1-4 y Q ~ ~ f" I6f Q ¢Q d O < E Ca z N W 0 V Y 0 U] U O 0 rW z co W o F~~ U 1 ~ 6 W ~ W ~ W v~ a E 0 L28 d ~ rIn Z Y m -J -J O m O 0 z O U O E En cn w Ln D 0 J co M ~40r 'AV ZO:6f:11 SOOZ/lC/l0 '6ro'a5I04L'I\RUadold a1a!Id\51!QHx3-1-53\6ro\l-lVH3AO\OV3HSVOn\:d 4 EXHIBIT "A" li EAS A SANITARY SEWER SERVICE EASEMENT LOCATED IN THE LIFT HOUSE - A CONDOMINIUM, AS RECORDED JUNE 30, 1993 IN BOOK 612 AT PAGE 682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE LIFT HOUSE - A CONDOMINIUM; THENCE S 85°54'07" W ALONG THE SOUTHERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM A DISTANCE OF 16.31 FEET; THENCE DEPARTING SAID SOUTHERLY LINE N 30°07'25" E A DISTANCE OF 29.01 FEET TO A POINT ON THE EASTERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM; THENCE S 04°05'52" E ALONG SAID EASTERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM A DISTANCE OF 23.99 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 196 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") • BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\38-Lift House-SS.doc EXHIBIT B Depiction of Sewer Improvements (See attached) • • 641328.3 RCFISH B-1 0 0 EXHIBIT C Legal Description of Dominant Estate (See attached) • 641328.3 RCHSH C-1 0 • • r,.1 ~J r" I I VANTAGE POINT-VAIL I I VANTAGE POINT-VAIL I I CONDOMINIUMS I CONDOMINIUMS I (RECEPTION No. 133622) I I (RECEPTION No. 123718) S'CALE'• T'~6'0' I I I PART OF LOT 2 I I (VAIL/LIONSHEAD FIRST FILING I FIRST WESTWIND I RECEPTION No. 113260) CONDOMINIUMS I I AT VAIL T.P.O.B. L1 ' - - - (37.06") I (RECEPTION No. 112001) ) (151.00 PART OF LOT 1 r (VAIL/LIONSHEAD FIRST FILING 113260) L11 N RECEPTION No. PART OF - - LOTS 2&3 r O PARCEL A (VAIL/LIONSHEAD FIRST FILING 0.728± ACRES RECEPTION No. 113260) L9 (A.K.A. LIONSPRIDE) L3 -o I ray r r I I In ~ O L7 Z o LIFTHOUSE CONDOMINIUM (RECEPTION No. 125516) 0) -I \ r-- F Z \ I ~ PART OF LOT 3 (VAIL/LIONSHEAD FIRST FILING I I BOOK 219 PAGE 489) LINE TABLE LINE LENGTH BEARING L1 188.06' N85'24'02" L2 90.00' S04'35'58'E L3 8.23' S85'24'02"W L4 90.00' S04'35'58"E L5 61.50' NB5'24'0 "E L5 34.00' S0435'58"E L7 118.27' S85'24'02"W L8 74.50' N04'35'58'W L9 84.00' S85'24'02"W L10 31.50' N04'35'58"W L11 83.94' 585'24'02"W L12 40.00' S04'35'58"E o r 4--J^ n O m z o °v Z 0_ L5 Z F I ° zN L~ N C I N tD J / n I 00 V , L--~--- I LIONSHEAD I ARCADE I CONDOMINIUMS I I (RECEPTION No. 119339) I I EXHIBIT - C (A.K.A. LIONSPRIDE) VAIL/LIONSHEAD, FIRST FILING, TOWN OF VAIL W m • EXHIBIT C, PARCEL DESCRIPTION 0 A PARCEL OF LAND LYING IN PORTIONS OF LOTS 1, 2, & 3, BLOCK 1, VAIIJLIONSHEAD, A SU13DMSION IN THE TOWN OF VAIL, COUNTY OF EAGLE, STATE OF COLORADO, AS RECORDED MAY 10, 1970 AT RECEPTION NO. 113260. MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF VANTAGE POINT-VAIL CONDOMINIUMS AS RECORDED NOVEMBER 27, 1974 AT RECEPTION NO. 133622; THENCE ALONG SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS N 85°24'02" E A DISTANCE OF 151.00 FEET TO THE SOUTHWEST CORNER OF VANTAGE POINT-VAIL CONDOMINIUMS AS RECORDED FEBRUARY 23, 1973 AT RECEPTION NO. 123718; THENCE ALONG SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS N 85°24'02" E A DISTANCE OF 37.06 FEET; THENCE DEPARTING SAID SOUTH LINE OF SAID VANTAGE POINT-VAIL CONDOMINIUMS THE FOLLOWING THREE (3) COURSES: 1) S 04°35'58" E A DISTANCE OF 90.00 FEET; 2) S 85°24'02" W A DISTANCE OF 8.23 FEET; 3) S 04°35'58" E A DISTANCE OF 56.00 FEET TO THE NORTHWEST CORNER OF VAIL 21 CONDOMINIUMS AS RECORDED JANUARY 11, 1973 AT RECEPTION NO. 122978; THENCE ALONG SAID WEST LINE OF SAID VAIL 21 CONDOMINIUMS S 04°35'58" E A DISTANCE OF 34.00 FEET TO THE NORTHEAST CORNER OF LIONSHEAD ARCADE AS RECORDED MARCH 30, 1972 AT RECEPTION NO. 119339; THENCE ALONG SAID NORTH LINE OF SAID LIONSHEAD ARCADE S 85°24'02" W A DISTANCE OF 61.50 FEET TO A POINT ON THE EAST LINE OF LIFTHOUSE CONDOMINIUMS AS RECORDED JUNE 20, 1973 AT RECEPTION NO. 125516; THENCE ALONG SAID LIFTHOUSE CONDOMINIUMS THE FOLLOWING FOUR (4) COURSES: 4) N 04°35'58" W A DISTANCE OF 34.00 FEET; 5) S 85°24'02" W A DISTANCE OF 118.27 FEET; 6) N 04°35'58" W A DISTANCE OF 74.50 FEET; 7) S 85°24'02" W A DISTANCE OF 84.00 FEET TO A POINT ON THE EAST LINE OF TRACT C, VAIIJLIONSHEAD FIRST FILING AS RECORDED MAY 10, 1970 AT RECEPTION NO. 113260; THENCE ALONG SAID EAST LINE OF SAID TRACT C, VAILJLIONSHEAD FIRST FILING N 04°35'58" W A DISTANCE OF 31.50 FEET TO A POINT ON THE SOUTH LINE OF FIRST WESTWIND AT VAIL CONDOMINIUMS AS RECORDED NOVEMBER 26, 1969 AT RECEPTION NO. 112001; THENCE ALONG SAID FIRST WESTWIND AT VAIL CONDOMINIUMS THE FOLLOWING TWO (2) COURSES: 1) N 85°24'02" E A DISTANCE OF 83.94 FEET; 2) N 04°35'58" W A DISTANCE OF 40.00 FEET TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.728 ACRES MORE OR LESS. 31726.48 SQUARE FEET. BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\1300-1399\1366\docs\Parcel A Legal.doc TEAK J S I MONTON ""41:38=0SPM 173 REC : $41.00 DOC' PAGE ± J2112005 40. Lift House DR Final 1 GRANT OF EASEMENT (DRAINAGE) (See Attached) • After recording; please can Gerry Arnold at 845.2658 to .pick up this document. .7 40. Lift House DR Final GRANT OF EASEMENT (DRAINAGE) THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non- profit corporation ("Grantor"), whose street address is c/o Douglas Walker, 555 East Lionshead Circle, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of underground equipment, facilities and improvements for or related to storm drainage functions (collectively the "Drainage Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Drainage Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 642323.2 RCFISH 0 ! IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of /40- rcA , 2005. STATE OF THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation By: Name: Dav' J ston Title: Presid ht j COUNTY OF ss: ~n The foregoing instrument was acknowledged before me this day of I 2 2005, by David Johnston as President of The Lift House Condominium Association, Inc., a Colorado non-profit corporation. Witness my hand and official seal. / 7 / 00 My commission expires: Z otary ~pTA -s- AFB 1'~G 0 f Of CCVe' • 642323.2 RCFISH 2 C~ EXHIBIT A Legal Description of Servient Estate (See attached) • • 642323.2 RCFISH A-1 h~ N Q ~ L>5 L16 34.00 z N NLn z O y o0 lio-0 Q Q d S 0- AA, P7 Y / / O Z 0) rn U r r- Z N OJ m zz 10 a: h r` y N LLJ ' W rn O) p O E; O Ol L12 N Z (n h y L26 N 'mil S04°05'54"L' - 7'4.50 00 LO w U) U ~a o O° = o cl~ ~ J Y O ~ k m y1 o h h CIO Av. r-05'53" y - 136.78 U F- U Q F-- s3 _ =6 C n N w °-i r O Q cD U W Q Q ~ O 0 W N A d O a = c, cn O U O m + W Z E- dOU Wx~ x Wz w a ca W O 629 z Z C) Y m -1 -J Om0 z O U O E 0 w N D O 2 J O d- Jaor 'AV .uoo a soot/.o/zo '6•c as,oal,il\+1,ado,d OIM!Jd\s)!ONx3-1us3\6.o\llvd3ho\Ov3HSV011\:d EXHIBIT "A" 9 EASEMENT DESCRIPTION A DRAINAGE EASEMENT LOCATED IN THE LIFT HOUSE - A CONDOMINIUM, AS RECORDED JUNE 30, 1993 IN BOOK 612 AT PAGE 682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE SOUTHEAST CORNER OF SAID LIFT HOUSE - A CONDOMINIUM; THENCE ALONG THE SOUTHERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM S 85°54'OT' W A DISTANCE OF 2.93 FEET TO THE TRUE POINT OF BEGINNING: THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM S 85°54'OT' W A DISTANCE OF 11.94 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID LIFT HOUSE- A CONDOMINIUM N 29°01'09" E A DISTANCE OF 27.21 FEET TO A POINT ON SAID EASTERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM; THENCE ALONG SAID EAST LINE OF SAID EAST LINE OF SAID LIFT HOUSE - A CONDOMINIUM S 04°05'53" E A DISTANCE OF 18.30 FEET; THENCE DEPARTING SAID EAST LINE OF SAID LIFT HOUSE - A CONDOMINIUM S 29°01'09" W A DISTANCE OF 5.36 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 163 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILJLIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") • BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:U,IONSHEAD\OVERALL\docs\Easement Legals\Private PropertyWO-Lift House-DRdoc i EXHIBIT B Drainage Improvements (See attached) • • 0 642323.2 RCFISH B-1 0 • 0 After recording; please call Gerry Arnold at 845.2658 to pick up this document. EAGLE COUNTY RECORDER, COLORADO 937 620 TEAK J SIMONTON 36:07PM 173 REC: $41.00 DOC:,rr PAGES :11 I Jill 111111111111111111111 11/21/2005 43. Lift House Mall Final GRANT OF EASEMENT (SURFACE IMPROVEMENTS) (See Attached) q 43. Lift House Mall Final GRANT OF EASEMENT (SURFACE IMPROVEMENTS) THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non- profit corporation ("Grantor"), whose street address is c/o Douglas Walker, 555 East Lionshead Circle, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, maintenance, replacement, use and enjoyment of paved sidewalks, walkways and access ways (which may include snowmelt pavers and systems, the energy source of such snowmelt system not being derived from equipment within the building commonly known as the Lift House), streetscaping, and other improvements shown on Exhibit B attached hereto and incorporated herein by this reference ("Exhibit B") associated or integrating with or complementing any public or private rights-of-way or access ways adjacent to the Servient Estate, together with grading, the. removal or modification of existing site improvements, and other related site preparation work (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Improvements undertaken will be generally consistent with the plans set forth and/or referenced on Exhibit B (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, and benches). Any walls or street lights on the Servient Estate in addition to those provided for on Exhibit B, if any, will specifically constitute a material modification or supplement. Areas planned for improvement with snowmelt pavers will constitute pedestrian ways for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 641315.4 RCFISH • • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the ,day of /0Q rah , 2005. THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation By: Name: Davi o stop Title: Presid t STATE OF r ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of C:k , 2005, by David Johnston as President of The Lift House Condominium Association, Inc., a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: ~ t Notary Publ c SOT • y~Y 641315.4 RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • • 641315.4 RCFISH A-1 N '05'54' E - 74.50' I w r O d' to co z N N 0 J N N 0 Y W Q O Q a- m d S04'05'53"E - 63.27 wl i~ O --t P In co z 0 0 0 I 3 r 0 Ln co Ln N M Ln CO N N N N W W W W ` E~ \ E24 N 00 wI cD W LIJ (n Q O d q N E 20 ~p w - E 0 Y m W w Q r~ N W N = N V) Y 00 0 J m L1 Z 0 r J Y m w 0 l O oo< -J -J J L N m0 0 I C, W O a O z z A U O ~ W 0 x w~ ~ }yob O F N W w t, co W W E9 W E:5 E3 w (21.84') 4'05'53"W - 105.50' Cl TRACT C w 3 w w w w 3 w W w 3 w w W w 3 W W w w : w w 3 w W w w w W 3 M N co N 00 N to N co N m 0 0 O N U7 N co O o 0 0 0 0 0 0 0 0 0 w n Z aft af) < a a M N ' ra N M 'a N N < N N N M N O In Ln N N N a N V M O m O m O n - 0 ~p m N Ln o. 0 0 0 0 7 t _ m a O ~ O ~ Z M O O O M O O O h O t0 O M O tD O M O Oa a O Of p p Oa V) tD W M O af7 O 7 O U9 O ~t O ~ O 7 O an O ~ O an L 7 M t0 O M p an cn N Z Z N Z !n rn N Z N N !n N Z Z M !n (/1 N Z N Z Z Z ~ N N Z ~ N N Z V1 N W J m Q F- O i0 O O O ' O O -0 ,c) ' O O ' O O O ' O n O ' M O ' O O O O co c W C7 O to N < O t` N ~ N O M N O N O O (V O N co aF7 O V M N O t r V] N a!') N ~ n M N O t0 N n O p p 0 F tV N Oa 01 rz N ah O O V: J J N W N M W Z J W N W M W 7 W af) w b W r W O W M W O W r' W N W M W V w N W b W t\ W m W Oa W O W N M 7 . . . . . O W W J W W W W W W W W W J J Q W N D 0 H lL J u4.'f '.a,-I I.:ll Ll - .'a,L'au+.us5r7-I~[VI /l~adru~ alnu~\:-~N4~.-_1.u57 f.~~R\~l•✓-17~n\rnaa~.la,-n :a ® EXHIBIT "A" EASEMENT DESCRIPTION A DRAINAGE EASEMENT LOCATED IN THE LIFT HOUSE - A CONDOMINIUM, AS RECORDED JUNE 30, 1993 IN BOOK 612 AT PAGE 682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A SOUTHWEST ANGLE POINT OF SAID LIFT HOUSE - A CONDOMINIUM; THENCE CONTINUING ALONG THE WESTERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM THE FOLLOWING TWO (2) COURSES: THE N 49°05'53" W A DISTANCE OF 73.92 FEET; THENCE N 04°05'53" W A DISTANCE OF 83.66 FEET; THENCE DEPARTING SAID WESTERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM THE FOLLOWING THIRTY (30) COURSES: 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) 30) N 45°02'12" E A DISTANCE OF 4.20 FEET; S 03°47'18" E A DISTANCE OF 19.64 FEET; N 86°12'42" E A DISTANCE OF 2.70 FEET; S 03°47'18" E A DISTANCE OF 22.50 FEET; S 86°12'42" W A DISTANCE OF 3.00 FEET; S 03°47'18" E A DISTANCE OF 10.20 FEET; N 86°12'42" E A DISTANCE OF 2.00 FEET; S 03°47'18" E A DISTANCE OF 11.00 FEET; S 86°12'42" W A DISTANCE OF 2.00 FEET; S 03°47'18" E A DISTANCE OF 22.00 FEET; S 49°19'35" E A DISTANCE OF 5.60 FEET; N 40°40'25" E A DISTANCE OF 4.00 FEET; S 49°19'35" E A DISTANCE OF 21.30 FEET; S 40°40'25" W A DISTANCE OF 4.00 FEET; S 49°19'35" E A DISTANCE OF 5.75 FEET; N 86°20'42" E A DISTANCE OF 10.20 FEET; S 03°39'18" E A DISTANCE OF 5.53 FEET; N 85°48'40" E A DISTANCE OF 12.90 FEET; N 04'11'20" W A DISTANCE OF 3.70 FEET; N 85°48'40" E A DISTANCE OF 9.20 FEET; S 04°11'20" E A DISTANCE OF 2.60 FEET; S 85°48'40" W A DISTANCE OF 0.70 FEET; S 04°11'20" E A DISTANCE OF 1.10 FEET; N 85°48'40" E A DISTANCE OF 1.10 FEET; S 04°11'20" E A DISTANCE OF 2.70 FEET; N 85°48'40" E A DISTANCE OF 1.30 FEET; S 55°48'40" W A DISTANCE OF 9.58 FEET; S 34°11'20" E A DISTANCE OF 19.23 FEET; N 86°32'30" E A DISTANCE OF 27.28 FEET; S 03°35'28" E A DISTANCE OF 0.32 FEET TO A POINT A CONDOMINIUM; ALONG THE SOUTHERLY LINE OF SAID LIFT HOUSE - THENCE CONTINUING ALONG SAID SOUTHERLY LINE OF SAID LIFT HOUSE - A CONDOMINIUM S 85°54'07" W A DISTANCE OF 34.61 FEET; TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.022 ACRES MORE OR LESS. 956.12 SQUARE FEET. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY IOTH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30'05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\43-Lifthouse Mall.doc 0 0 EXHIBIT B Improvement Plans (See attached) • • 641315.4 RCMSH B-1 • ~J U LL- \ J U 1L O w z J rv m 6a s<r O o We J < y c ~ H Z O W J v of Q a • EAGLE COUNTY RECORDER, COLORADO 937621 TEAK J SIMONTON 1:38:08PM 23 REC: $98.00 DOC PAGES: 19 11/21/2005 48. Lift House TC CONSTRUCTION AGREEMENT AND EASEMENT (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. i 1 ~i Cw • 48. Lift House TC CONSTRUCTION AGREEMENT AND EASEMENT THIS CONSTRUCTION AGREEMENT rD EASEMENT (this "Agreement") is made as of the day of , 2005, by and between MOUNTAINFISH ENTERPRISES, LLC, a Co rado limited liability company ("Montauk"), ROBERT T. LAZIER and DIANE J. LAZIER (together, "Lazier"), and THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC. (the "Association") (collectively, "Grantors"), and THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation (the "Grantee"). RECITALS: A. The Association is the governing owners association for The Lift House Condominiums (the "Condominiums") located in the Town of Vail, County of Eagle, State of Colorado (the "Town"), which Condominiums were established pursuant to that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on June 20, 1973, in Book 229 at Page 660, and the First Amendment thereto recorded in the Records on June 30, 1993, in Book 612 at Page 682, and pursuant to the related condominium declaration recorded in the Records on June 20, 1973, in Book 229 at Page 659, as modified and supplemented by the Amendment thereto recorded in the Records on June 30, 1993, in Book 612 at Page 683 (together, the "Declaration"). The real property and real property interests which are included within the scope of such condominium map and condominium declaration, as the same have been so amended and supplemented, are sometimes referred to hereinafter as the "Condominium Property." B. Lazier owns that certain unit or units within the Condominium Property which is designated and employed for commercial uses (the "Commercial Property") and which is presently operated by Montauk as the restaurant "Montauk Seafood Grill," and which is benefited by a license granted by the Town (the "Town License"). The Town License permits the construction, maintenance, use and enjoyment of certain outdoor deck, wall and related improvements (the "Licensed Improvements"), as an adjunct and complement to the Montauk restaurant operation, within certain real property adjacent to the Condominium Property owned by the Town and constituting portions of Tract C, Vail/Lionshead First Filing, according to the recorded plat thereof, County of Eagle, State of Colorado ("Tract C"). The Licensed Improvements have been constructed and are presently being used by Montauk. Montauk occupies and uses the Commercial Property as Lazier's tenant. C. Grantee is the owner of certain real property proximate to the Condominium Property that is commonly known or referred to as the "Lionshead Core," and which is legally described on Exhibit A attached hereto; Grantee intends to construct and develop on that property a mixed-use real estate project (collectively the "Core Project" or "Core Property"). In connection with the undertaking of the Core Project, the Town is requiring that certain of the Licensed Improvements be removed from Tract C; the Grantors have determined to consent to the removal of the applicable Licensed Improvements, as required by the Town, provided Grantee in turn undertakes the construction within the Condominium Property of certain replacement improvements intended to compensate for the loss of the applicable Licensed Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDOC • • Improvements. Grantee has agreed to furnish the replacement improvements in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, Grantors and Grantee covenant and agree as follows: 1. Removal and Replacement Construction. (a) The Grantors agree that in connection with the construction of the Core Project and/or related infrastructure work, within Tract C and otherwise, the Grantee may remove certain portions of the Licensed Improvements consisting of a portion of an outdoor deck and enclosing wall and other changes depicted on Exhibit B ("Exhibit B") attached hereto (the "Removal Construction"), and refinish and improve the affected areas within Tract C as required by the Town, and Grantors consent to the Removal Construction and agree that they will not raise any objection thereto. In connection with and as part of the Removal Construction, Grantee will leave any remaining Licensed Improvements or other affected improvements in a condition which is in material conformity with the "Construction Plans" defined below and which is otherwise materially consistent with their condition before the commencement of the Removal Construction. (b) Grantee agrees that if and when Grantee has commenced the Removal Construction, Grantee will commence and diligently pursue to completion the construction within the Commercial Property (the "Replacement Construction") of a replacement wall and incremental outdoor deck (the "Deck Improvements") to compensate for the loss of the improvements removed by the Removal Construction, and also the reconfiguration of private storm drainage facilities and private water and sanitary sewer utilities connections (the "Utility Improvements") serving the Condominium Property (the Deck Improvements and the Utility Improvements sometimes hereinafter called the "Replacement Improvements"). In connection with the reconfiguration of the Utility Improvements, Grantee shall provide reasonable notice to Grantors of any disruption of utility services. The Removal Construction and the Replacement Construction are sometimes referred to hereinafter collectively as the "Construction." (c) The Removal Construction and Replacement Construction are generally depicted on Exhibit B and will be undertaken pursuant to construction plans adopted by Grantee for the Removal Construction and Replacement Improvements that are generally consistent with Exhibit B (the "Construction Plans"). The Construction will be of a quality materially comparable to the improvements replaced and augmented by the Construction. 2. Grant of Easement; Term. (a) Grantors, on their own behalf and on behalf of the Association's constituent members, hereby grant and convey to Grantee an irrevocable, temporary, non- exclusive easement (the "Easement") upon, over, across and beneath that portion of the Condominium Property depicted by shading on Exhibit B (the "Easement Area") for the Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDOC 2 0 undertaking and prosecution of the Construction and the completion of the Removal Construction and the Replacement Improvements, and the conduct on and within the Easement Area of construction activities in connection therewith, including, without limitation, excavation, grading and the removal of existing fencing, landscaping or other improvements, facilities or features within the Easement Area that may otherwise impede the Construction process (provided that such removals are subject to Grantee's obligations under paragraph 3 below). The Replacement Construction will necessarily entail demolition and removal of existing wall improvements as indicated on Exhibit B. The Easement Area as used and enjoyed from time to time shall be materially consistent with its depiction as the shaded area on Exhibit B. For purposes of the other provisions hereof, the Construction will include any construction work and activities on and within the Easement Area that may arise pursuant to any exercise of the Easement. The Easement may be used and enjoyed by Grantee and its affiliates, and any Permittees of any of them (the "Permittees" of any party meaning any agents, contractors, tenants, licensees and invitees acting by, through or under such party). (b) It is Grantee's intention to construct the Utility Improvements during the year of 2005 and the Deck Improvements during the year of 2006. Notwithstanding the foregoing, the term of the Easement shall commence as of the parties' mutual execution and delivery of this Agreement and shall expire when the Construction has been completed in accordance with the provisions of this Agreement; provided, however, that the term will expire on December 31, 2008, if work for the Removal Construction has not commenced on or before that date. Upon such expiration, the Easement and this Agreement shall terminate, and the parties, upon the request of either, shall confirm the termination by their mutual execution of a written instrument to that effect, such instrument to be recorded if this Agreement has been recorded. The Easement shall not be terminable because of any breach of the provisions hereof. 3. Easement Non-Exclusive. The Easement shall be non-exclusive, and the Grantors, on their own behalf and on behalf of the Association's constituent members, expressly reserve the right to the use and enjoyment of the Easement Area for any and all purposes that are not inconsistent and do not interfere with the use and enjoyment of the Easement by Grantee and its Permittees under the terms hereof. During the period that the Construction is actually being conducted, the Grantee may preclude the Grantors and the Association's members and the Permittees of any of them from access to the Easement Area as necessary or appropriate under safety standards and measures customary in the construction industry. In that regard, the Easement Area or applicable portions thereof may be physically barricaded or otherwise separated by Grantee from other areas within the Condominium Property, including the Montauk restaurant operations, to promote efficient and safe prosecution of the Construction, and Grantee will not have any liability for the limitations on the use and operation of the Condominium Property resulting from the Construction; provided, however, that Grantee will institute reasonable measures in accordance with ordinary prevailing construction practices (i) to provide access to the door of the building on the south elevation of the Condominium Property from the adjacent Lionshead Mall, and (ii) to preserve adequate storm drainage services and sanitary sewer and water utilities services for the Condominium Property in the course of the Construction. Grantors will use their good faith efforts to provide that neither any of the Grantors nor any of the Association's constituent members nor any Permittees of any of them Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDOC 3 shall do or permit anything to be done which disturbs or interferes with the use and enjoyment of the Easement by the Grantee or other Permittees. Without limitation on the generality of the foregoing, no further improvements, facilities, landscaping or other items that may obstruct or interfere with the use and enjoyment of the Easement, or that may be damaged by any exercise thereof, will be located within the Easement Area by or through any Grantors or any of the Association's constituent members. 4. Conduct of Construction. Grantee agrees that the Construction shall be undertaken in accordance with all applicable laws and in a good and workmanlike manner, employing generally customary measures in the construction industry for controlling dust, mud, debris and other adverse impacts generated from the Construction process. Grantee shall complete the Construction so that Grantee and/or Grantors are able to secure from the Town any certificates of occupancy or other approvals for the Construction which are requisite to the ongoing operation, use and enjoyment of the Commercial Property following the completion of the Construction. Prior to the termination of the Easement, Grantee will cause the Easement Area, and any other areas within the Condominium Property adversely affected by the Construction, to be restored to the same or better condition in which the same existed prior to the commencement of the Construction, subject to the changes to improvements contemplated on Exhibit B, (but excluding any restorations for any wear and tear or damage caused by circumstances other than the Construction.). Such restorations will include replacements of landscaping (with landscaping of equal or greater value as that removed, if any, and as reasonably approved by Grantors) as necessary and any fencing or other improvements or items removed from the Easement Area (except for those removals contemplated on Exhbit B) pursuant to the Construction process. 5. Mechanic's Liens. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to be recorded against the Easement Area or the Condominium Property that arise from the Construction, unless Grantee secures a release of any such lien claim, by bonding or otherwise, within thirty (30) days after the recording of any such lien. 6. Indemnity; Insurance. (a) Grantee shall indemnify and defend Grantor and its constituent members, and their employees, agents and invitees (collectively, the "Indemnified Parties") from and against any and all liability, losses, claims, liens, demands, actions and causes of action, including those pertaining to any personal injury or physical damage to property, which may be imposed upon or suffered or incurred by any of the Indemnified Parties, and which are caused by the undertaking of the Construction and the use and enjoyment of the Easement, or any breach of the Grantee's obligations under this Agreement, together with all costs and expenses, including reasonable legal fees and costs, that may be incurred by the Indemnified Parties in connection with any indemnified matter. This indemnity shall not apply, however, to matters stemming from the gross negligence, willful misconduct or breach of this Agreement by the Grantor or any other Indemnified Party or their Permittees; in addition, this indemnity shall be applied in accordance with generally prevailing laws governing contract rights, remedies Construction Agreement and Easement (Montauk Lazier Lift House Vail Corp2.DOC 4 • s and liabilities. This indemnity shall be deemed to include, without limitation, claims made directly by Grantors or other Indemnified Party against Grantee. This obligation of Grantee shall survive any termination or expiration of the Easement. (b) During the term of the Easement, Grantee shall carry and maintain or cause one of the Permittees to carry and maintain in full force and effect, at Grantee's sole cost and expense, commercial general liability insurance insuring on an occurrence basis against liability arising out of the use and enjoyment of the Easement Area pursuant to the Easement; having a single occurrence limit of not less than $2,000,000.00; including a contractual liability provision or endorsement for Grantee's obligations hereunder; naming the Grantor and its constituent members as additional insureds; and providing that the coverage may not be cancelled or materially modified without thirty (30) days' prior written notice to the Grantor. Grantee agrees that the coverage shall be primary with respect to any liability or loss arising from any use or enjoyment of the Easement. Grantee agrees to provide or cause the applicable Permittee to provide Grantor with a certificate of insurance evidencing this required coverage prior to the commencement of any Construction within the Easement Area. 7. Maintenance Obligations and Use Rights, Limited Warranty. (a) Following the completion of the Construction in accordance with this Agreement, the Grantors and/or the Association's constituent members, and their successors in interest, will be solely responsible for the operation, maintenance, repairs, replacements and upkeep of the Replacement Improvements and any other pertinent improvements within the Condominium Property (including, without limitation, snowmelt functions or services and facilities related thereto, if any), and any obligations or liabilities that may arise in connection therewith, and the Grantee will not have any duty or liability with respect to such operation, maintenance, repairs, replacements and upkeep, or otherwise in connection with the Replacement Improvements or other pertinent improvements following such completion of the Construction. The foregoing shall survive any termination of the Easement or this Agreement. (b) The Grantors agree with one another that the new deck and wall improvements within the Replacement Improvements shall constitute limited common elements attendant to the Commercial Property, and the related rights and obligations shall be allocated in accordance with the provisions of the Declaration that govern limited common elements. For purposes of the lease relationship between Lazier and Montauk, those deck and wall improvements will constitute part of Montauk's leasehold premises, and the use and maintenance of the same will be governed by those provisions of their lease that generally govern the use and maintenance of the leasehold premises. The foregoing shall survive any termination of the Easement or this Agreement. (c) For a period of one year beginning from the completion of New Deck Improvements (the "New Deck Warranty Period") and the Utility Improvements (the "Utility Warranty Period"), Grantee warrants to Grantors that such improvements Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDOC 5 will be free from defects in workmanship and materials. If Grantors discovers a defect which is covered by this Limited Warranty, Grantors must give written notice to Grantee, attention Jack Hunn, at P.O. Box 959, Avon, Colorado 81620, specifying the nature of the defect; the date the defect first occurred; the loss or damage claimed; and the times during the Grantee's normal business hours that Grantee may have access to the improvements to inspect the loss or damage and, if necessary, take corrective action. Grantee's normal business hours are 8:00 a.m. to 5:00 p.m., Monday through Friday. Grantors' notice will be either delivered personally or sent by first class, United States mail, and must be received by Grantee as soon as practicable after Grantors either discovers or, in the exercise of reasonable diligence, should have discovered the defect in the improvements but in no event later than the expiration of the New Deck Warranty Period and the Utility Warranty Period, as applicable. 8. Successors in Interest; Assi nom. For Grantor, the rights, interests and obligations of Grantor under this Agreement and the Easement shall touch and concern and run with the land as a benefit and burden appurtenant to the Easement Area. All references herein to the "Grantor" shall be deemed to encompass and include its constituent members, and Grantor shall cause its members to conform to the provisions hereof. For Grantee, the Easement shall constitute a non-appurtenant right and interest in favor of Grantee, akin to an easement in gross. However, Grantee may also assign the Easement and its other rights under this Agreement to any successor in interest to the Core Property, or any portion thereof, by instrument of record. No successor in interest of Grantee to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder unless the same are expressly assumed of record by such successor as Grantee's assignee. Any such assignment by Grantee shall not release Grantee from its obligations hereunder. 9. Attorneys' Fees. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 10. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDOC 6 11 • facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantors: Robert T. Lazier Diane J. Lazier 386 Hanson Ranch Road P.O. Box 1325 Vail, Colorado 81657 Fax No.. - Phone: (970) 476-0177 And The Lift House Condominium Association, Inc. c/o Douglas Walker 555 East Lionshead Circle Vail, Colorado 81657 Fax No.: (970) 476-9303 Phone: (970) 476-2340 • Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDM 7 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 And Mountainfish Enterprises, LLC 1759-B Sierra Trail Vail, CO 81657 Attention: Fax No.. - Phone: Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 11. Authori. Grantee hereby represents to Grantors that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Montauk represents to Grantee, Lazier and the Association that Montauk has taken or received all company action or authorization necessary for Montauk to enter into this Agreement; that Montauk's entry into this Agreement constitutes the duly authorized company action of Montauk; and that this Agreement is binding on Montauk. The Association further represents to Grantee, Lazier and Montauk that the Association has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its members which are requisite to the Association's entry into this Agreement; that the Association's entry into this Agreement constitutes the duly authorized corporate and association action of the Association; and that this Agreement is binding on the Association, and also on its constituent members to the extent of their interests in the common elements constituting part of the Condominium Property. 12. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. Construction Agreement and Easement (Montauk Lazier Lift House Vail Corp2.DOC 13. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 14. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 16. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 18. Recording. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] • Construction Agreement and Easement (Montauk Lazier Lift House Vail Corp2.DOC 9 r~ 9 • IN WITNESS WHEREOF, Grantors and Grantee have made this Construction Agreement and Easement as of the day, month and year first above written. GRANTORS: THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation By Name: David J ton Title: Preside STATE OF COLORADO ) ) ss: COUNTY OF :!ZQ=j -r--- ) 4q0';Lr_k 5 The foregoing instrument was acknowledged before me 2005, by David Johnston as President of the Lift Association, Inc., a Colorado non-profit corporation. this 7 day of House Condominium Witness my hand and official seal. / My commission expires: l/~->✓1 ( Notary Publi y8 ure blocks continue on next page] ~OTAR~cF p~B1-\G o 0 OF CO\- • Construction Agreement and Easement (Montauk Lazier Lift House Vail Corp2.DOC 10 • STATE OF COLORADO ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this cS~ day of 2005, by Robert T. Lazier. Witness my hand and official seal. My commission expires: N Pu is [Signature blocks continue on next page] 1-1 641311-5 RCFLSH 11 • • Pub is [Signature blocks continue on next page] • GRANTORS (continued): Diane J. Lazier STATE OF COLORADO ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2005, by Diane J. Lazier. U - i Witness my hand and official seal. My commission expires: 0,:?, d q, 641311.5 RCFISH 12 • • GRANTORS (continued): MOUNTAINFISH ENTERPRISES, LLC, a Colorado limited liability company Nam 7, c-~ 0 Title: N5 , / r 41 • STATE OF COLORADO ) ss: COUNTY OF t-a ) The foregoing instrument was acknowled ed before me this day of 2005, by D rY► l as of Mountainfish Enterprises, LLC, a Colorad united liability company. Witness my hand and official seal. / My commission expires: g/aSla b~7 ~GTA•'4~9~N Notary Publi [Signature blocks continue on next page] G Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpLDOC 13 • • GRANTEE: THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation The foregoing instrument was ac owledged before me this / /14 day o€r II Yj , 2005, by A46 r f4a ivy 41 as SY- Chic res ' d e of he Vail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. STATE OF COLORADO ) ss: COUNTY OF I e ) Witness my hand and official seal. My commission expires: n-} ~c) • Approved as to Form: Vail Resorts Legal arttt+ettt By; - Name' r. bL Date - 0 Notary Pub ~~RY AR O 1co Np rAAr••. < cnJ,•.•• AV8L1~ OF COQ Construction Agreement and Easement (Montauk 1 azier Lift House Vail Corp2.DOC 14 • • EXHIBIT A Lionshead Core Legal Description Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • Construction Agreemem and Easement (Montauk Lazier Lift House Veil CorpIDNOC A-1 • EXHIBIT B Depiction of Construction (See attached) • is 0 Construction Agreement and Easement (Montauk Lazier Lift House Vail CorpIDOC B- I IL Y I U O J m w Z N J F- - w cn N Z U zQ a-<v o °aN~ p W1-N U) z M: F- Q Z O O 1- O J w \ O J O CK > F- ry n Q I i J L V) U _ o Z En Q (D O c N Z 6< O o p Z(p 0 U Z Z(p co O O L LJ U P: O V) w w ~ U O o w~ F- F- _j J J z S ~ U U > F- ~ O LL. Z O 3 O F- H Q I Z I W~ O 0 9 R -4 1 r Y U O w m Ji 1 M Z I O t F- O o' J c i LL. i W O : W O Q 0- - _ I O I i s A , O O Q ~J ~ 1 a .4.,~ W g z o w .I µ o T ====i 2 W N N q~.. q~ 3 a a° J 0 3 N I OvN a, x 3 o z qz is U N F ~ N C, z! 0 L, z m L w La W 13 200 pC,. p UZ q - CA az w 'N O I ~~~~•Y mw. OS O Ow O zZ < O. O. r- z Iq-0 OW O 3p V Nm - NJ WZ cr w~- (X xw O ~ w N CL a Z ir N q wCr W „ rj i i t i V! L' W ~3k c = Q 1 U - - / III G , - EAGLE COUNTY RECORDER, COLORADO TEAK J 937622 1:38s09PM 173 REC: $101.00 DOC-410# PAGES: 20 11/21/2005 85. Lift House-SH CONSTRUCTION EASEMENT AGREEMENT (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. d' 10 1 0 g$', Lift House-SH 9 CONSTRUCTION EASEMENT AGREEMENT THIS CONSTRUCTION EASEMENT AGREEMENT ("Agreement') is made as of the I day of ° 6 , 2005, by and between THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A. Grantor is the governing owners association for The Lift House condominiums (the "Condominiums") located in the Town of Vail, State of Colorado (the "Town"), which Condominiums were established by (i) that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on June 20, 1973, in Book 229 at Page 660, and the First Amendment for that condominium map recorded June 30, 1993, in Book 612 at Page 682, and (ii) the related condominium declaration recorded in the Records on June 20, 1973, in Book 229 at Page 659, and the Amendment to that condominium declaration recorded June 30, 1993, in Book 612 at Page 683. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within that condominium map and condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is referred to herein as the "Core Property" and is described on Exhibit A attached hereto and incorporated herein by this reference. The Core Property is commonly known or referred to as the "Lionshead Core." Grantee intends to commence the development and construction (the "Core Construction") on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project'). For purposes of this Agreement, Core Construction shall be regarded as commencing when on-site construction of building improvements within the Core Project begins pursuant to one or more building permits issued by the Town. C. In order to commence construction on the Core Property, Grantee has requested that the Grantor grant an easement to install and use, within subterranean portions of the Servient Estate, tieback anchors (the "Tiebacks") constituting part of a construction shoring system that also incorporates soldier beams and related materials and that is necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project 636053.1 RUISH • 0 and prevent subsidence of soils during the course of construction (the "Shoring System"). The construction and installation process for the Tiebacks is sometimes referred to hereinafter as the "Tieback Construction," and the Tieback Construction and Core Construction are sometimes referred to hereinafter collectively as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. GRANT OF CONSTRUCTION EASEMENT. The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement upon, over and beneath the Servient Estate for the construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Tiebacks in conjunction with and throughout the course of the construction, installation and development of the Core Project (the "Easement"). The Easement granted by this Agreement shall be limited to and solely for the construction, installation, existence, use and enjoyment of the Tiebacks, to be located in material conformity with the Plans (hereinafter defined), and those activities reasonably necessary for the performance of the obligations and exercise of the rights under this Agreement of Grantee and its respective successors and assigns. The Easement shall cover an area within and under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the Construction, is reasonably necessary or appropriate for the Tieback Construction in accordance with the Plans, and otherwise for the use and enjoyment of the Easement for its intended purposes. 2. TERM OF EASEMENT. The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement. The Easement shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements developed by Grantee on those portions of the Core Property adjacent to the Servient Estate. In the event that the commencement of Core Construction has not occurred by January 1, 2009, or the completion of the Core Construction has not occurred within 36 months after the commencement of such Core Construction, then the Easement shall terminate and be of no further force or effect (and the parties shall confirm such termination by a recorded written instrument to that effect executed by Grantor and Grantee). Grantee may also elect to relinquish the Easement and thereby terminate this Agreement by executing and recording an instrument to that effect in the Records. The Easement may be used and enjoyed by Grantee (which may include any and all affiliates of Grantee), Grantee's agents, employees, contractors, and designees, and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). However, for any use of the Easement by Grantee's contractors, or any subcontractors engaged by, through or under them, the applicable contractor(s) and/or subcontractor(s) will be subject to Grantor's prior written approval, not to be unreasonably withheld or delayed (provided that G.G. Shaw, Inc. and its affiliates, and their 638053.1 RCFISH 2 0 subcontractors, and also Schnabel Foundation Company, are pre-approved). For purposes of this Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee. 3. CONSTRUCTION PROCESS. (a) Grantee covenants to the Grantor that the Tiebacks will be constructed and installed in conformity with the plans and specifications therefor identified on Exhibit B attached hereto and incorporated herein by this reference (the "Plans"). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications are approved in advance by Grantor, which approval will not be unreasonably withheld or delayed, and such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will promptly be provided a copy of any proposed modification pursuant to the foregoing. In addition, if Grantor or its Members, or anyone acting through them, undertakes any construction on the Servient Estate that alters any utility or other subterranean improvements or facilities within the Servient Estate ("Grantor Construction"), and any Grantor Construction commences before Grantee begins any Construction, then Grantee shall be required to modify the Plans as necessary to accommodate the Grantor Construction, which modifications of the Plans will be subject to Grantor's approval in accordance with the foregoing provisions. Conversely, if Grantee begins Construction before any Grantor Construction is commenced by or through Grantor or its Members, Grantee shall be entitled to proceed with the Tieback Construction in accordance with the then pre-existing Plans, without any required modifications. Grantor will give Grantee written notice of any Grantor Construction work at least thirty (30) days before it commences. Grantor represents that there are no plans presently pending for any Grantor Construction on the Servient Estate. (b) Grantee covenants that the Tieback Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements presently located on the Servient Estate (the "Servient Improvements"); that the Core Construction and Tieback Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto; and that the Tieback Construction will not break, cut or impair the normal function of any utility lines or facilities located on and serving the Servient Estate. 4. MECHANICS' LIENS. Grantee shall not cause, suffer or pen-nit any mechanics', materialmen's or other liens to attach to or be recorded against the Servient Estate that arise from the Core Construction or the work to be 638053.1 RCFISH 3 0 0 performed by Grantee under this Agreement, unless Grantee secures the release of or provides security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold Grantor and the Servient Estate harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish the Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 5. MONITORING SERVIENT ESTATE. Grantee shall institute measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient Improvements that is caused by the undertaking of the Construction and that results in damage to the Servient Improvements (a "Material Movement"). In furtherance of the foregoing: (a) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified building inspector to conduct a physical survey inspection of the interior and exterior of the Servient Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing condition of the Servient Improvements prior to the commencement of the Construction. Without being required to incur any related out-of-pocket costs (unless Grantee agrees in writing to reimburse the same, or they are reimbursable as part of the fees of "Grantor's Engineer" as set forth below), Grantor shall cooperate promptly and diligently with such building inspector in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. (b) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified expert (which may be a surveyor or engineer) to install monument measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee's expert in accordance with ordinary construction 638053.1 RCFISH 4 0 0 practices. Initial readings of the Monument Devices will be taken prior to any Tieback Construction or Excavation (as defined below), in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee, at Grantee's expense, shall also engage a qualified expert (which again may be a surveyor or engineer) to take readings from the Monument Devices as set forth below, and to otherwise consult and furnish customary services for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) no less frequently than once a calendar month at such time as Excavation has commenced, and thereafter until the foundation of the Core Project is completed and for an additional period of six (6) months following completion of the foundation (or in such greater frequency as may be mutually determined by the parties based on prevailing circumstances from time to time), and (B) no less frequently than once every six (6) calendar months thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for any building improvements within the Core Project that are adjacent to the Servient Estate). Soldier beams will be installed as part of the Shoring System on or adjacent to the Core Property (but not within the Servient Estate) before the Tieback Construction commences, and perhaps several months in advance thereof, and the installation of those soldier beams will not necessitate the commencement of monitoring from the Monument Devices. "Excavation" shall mean the undertaking of construction excavation for the Core Project within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor promptly apprised of the results and data from readings of the Monument Devices, and upon request of Grantor from time to time, will otherwise consult reasonably with Grantor on the status of the Construction activities in relation to the provisions of this Agreement. (c) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall institute all measures necessary to prevent any further foundation or other structural damage that may result from the ongoing Construction process ("Supplemental Measures"), and shall discontinue or alter Construction to the extent necessary to prevent such further structural damage until those Supplemental Measures are implemented. Grantee shall also be obligated to undertake any and all repairs necessary to remedy any damage caused to the Servient Improvements as a result of the Construction, whether structural or non-structural. In that regard, the Grantee shall have prepared and furnished to Grantor proposed plans for any repairs and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any damage to the Servient Improvements caused by the Construction, and the requisite repairs therefor, in accordance with and subject to the terms of Grantee's indemnity under paragraph 9 below. (d) Grantor may engage a qualified structural engineer to consult with Grantor in LW connection with the monitoring process under the foregoing provisions of this paragraph 5, Grantor's review of the Plans and any modifications thereof, and any 638053.1 RMSH 5 0 0 other functions arising under this Agreement involving the Grantor which pertain to structural engineering ("Grantor's Engineer"). (e) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 5. 6. REPRESENTATIVES. Grantor and Grantee shall each designate one individual to act for the designating party and represent the interests of the designating party in connection with this Agreement for purposes of communicating and dealing with the other party (in each case a "Representative"). Each party shall designate its Representative by notice to the other party given within five (5) business days after the date of this Agreement. Thereafter, either party at its election may change its Representative upon further written notice to the other party. In any case, only one individual may serve as a party's Representative at any time. Approvals or consents given by one party's Representative may be relied upon by the other party. 7. NON-EXCLUSIVE. The Easement shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any Grantor Construction and any and all other purposes that are not inconsistent with the terms of the Easement and this Agreement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its own behalf and on behalf of its Members, specifically agrees that none of them shall do or permit anything to be done which physically disturbs or impairs the function of the Tiebacks during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees in accordance with the provisions of this Agreement. 8. INSURANCE. At all times during the term of this Agreement, Grantee shall carry and maintain or shall cause its general contractor to carry and maintain, in full force and effect, at its sole cost and expense, the following insurance policies with insurance companies duly qualified to do business in the State of Colorado and having a rating of not less than A as established by Best and Company. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Grantor of any material change or cancellation. Grantor shall be named as an additional insured. (a) Commercial general liability insurance for the Construction in and about the Servient Estate and Core Property in an occurrence format and in an amount of $1,000,000 per occurrence ($2,000,000 in the aggregate), to be supplemented by excess liability insurance in an amount of $10,000,000, which shall include a per project aggregate limit endorsement, and including the following coverages: contractual liability, personal injury, broad form property damage, independent Grantee's and Core Property operations. This liability coverage will be free from 638053.1 RCFISH 6 0 0 the "XCU" exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case may be subject to standard exclusions for environmental matters. (b) Workers' Compensation insurance in accordance with the provisions of the Workers' Compensation Act of the State of Colorado for all workers accessing the Servient Estate. Grantee agrees to provide or cause its general contractor to provide Grantor with certificates of insurance evidencing the policies listed above prior to commencement of any construction on the Servient Estate. 9. INDEMNITY. Grantee shall indemnify and defend Grantor and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, resulting from the use by Grantee or any of its Permittees of the Servient Estate or the Easement or arising out of Grantee's performance of this Agreement, or the Core Construction or the Tieback Construction, including, without limitation, those caused by any negligence, willful misconduct or errors or omissions of Grantee or its Permittees while engaged in any activity on or involving the Servient Estate. This indemnity will also apply to and include costs and expenses, including reasonable legal fees, incurred by the indemnified parties in connection with any indemnified matter. In no event, however, will this indemnity apply to any loss of income or revenue or property value that is based on circumstances other than physical damage to the Servient Improvements, and Grantee and its Permittees will have no liability therefor. In addition, this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor or any other indemnified party, and shall also be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 10. OBLIGATIONS OF GRANTEE. In consideration of receiving permission from Grantor to use the Servient Estate, Grantee agrees to comply, at its sole cost and expense, with all of its obligations set forth in this Agreement, including, without limitation, the following: (a) Grantee shall reimburse Grantor, within 30 days after receiving any invoice from Grantor, for all reasonable attorneys' fees and reasonable fees of Grantor's Engineer incurred and paid out of pocket by Grantor in relation to the negotiation, execution and performance of this Agreement (provided that these reimbursement obligations are subject to the provisions of paragraph 12 below). The engagement of Grantor's legal counsel and Grantor's Engineer shall be limited to a reasonable scope and extent. Following the making of this Agreement, Grantor's legal counsel will not be so engaged in the absence of a good faith belief that Grantee is in breach of its obligations hereunder. The invoicing for such fees shall 636053.1 RCFISH • 0 substantiate the amounts thereof in reasonable detail, and shall account for those fees based on hourly billings and rates. (b) Grantee shall obtain any requisite approvals from regulatory authorities for the Tieback Construction on the Servient Estate, including without limitation, any municipal or quasi-municipal body or any state, federal or local governmental agency or authority, which controls or may control the activities undertaken by Grantee or its Permittees under this Agreement on the Servient Estate. Grantee shall contract with its general contractor to be responsible for its own safety program and compliance with applicable Occupational Safety and Health Act regulations. (c) In prosecuting the Tieback Construction and Core Construction, Grantee shall comply with the applicable construction regulations and procedures of the Town, as applied and enforced by the Town, including, without limitation, regulations and procedures addressing the following: (i) Requirements for construction fencing and other protective barriers; (ii) Control of erosion, dust, mud and other sediment generated from the Core Construction process, including such requirements related to soil stockpiling; (iii) Maintenance of roadway access for the Servient Estate, including, but not limited to, regulation of related construction parking and deliveries; and (iv) Maintenance of the Core Property construction site for keeping it free from undue accumulation of waste materials, hazardous waste, rubbish and debris caused by Grantee's Core Construction, and including, without limitation, applicable permitting requirements for control of the quantity and quality of stormwater or sediment runoff. (d) Grantee shall protect the Servient Estate, including existing improvements or vegetation, from damage arising from Grantee's activities in relation to the Core Construction, and shall be obligated to provide repairs or replacements for any such damage. (e) Grantee shall perform the following, at Grantee's sole cost and expense, as directed by and to the reasonable specifications and satisfaction of Grantor, on or before the termination of the Easement: (i) Remove anything and everything that Grantee has placed on the 46W Servient Estate, except that Grantee may leave the Tiebacks in place. 638053.1 RCFISH 8 (ii) Return the Servient Estate to substantially the same condition existing prior to Grantee's use of the Servient Estate or as approved by Grantor, provided that Grantee shall not be responsible for restoration of any wear and tear or damage caused by circumstances other than the Construction. Any necessary restoration and revegetation shall be accomplished promptly after termination of this Easement and shall be subject to Grantor's reasonable confirmation of compliance with the foregoing requirements. 11. REMEDIES. If a party fails to perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement, then the non- defaulting party, after giving 10 days' prior written notice to the defaulting party of the alleged default, and upon the defaulting party's failure to cure within said 10-day period, or to commence to cure such breach within said ten 10-day period if the breach is of such nature as to not be curable within ten (10) days (in which case the cure period shall continue so long as the cure is pursued to completion by due diligence), shall have the option to pursue all remedies available at law or in equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non- defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. 12. ATTORNEYS FEES. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 13. SUCCESSORS IN INTEREST; ASSIGNMENT. The Easement and terms of this Agreement shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests, including the Easement, may be assigned by Grantee, by recorded instrument, (a) to any affiliate of Grantee that acquires any ownership interest in the Core 638053.1 RCFISH 9 • 0 Property or any portion thereof, which assignment will not require Grantor's consent, or (b) any other party acquiring an ownership interest in the Core Property or any portion thereof, provided such assignment is first given Grantor's written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Grantee will remain liable for its obligations hereunder, except that Grantee shall be released from its obligations under any assignment where the assignee is approved by Grantor in writing and assumes Grantee's obligations hereunder by an assignment instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in any recorded assumption made by such successor as an assignee. In the case of any assignment, and subject to the foregoing provisions (including any possible continuing liability of the assigning Grantee), the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 14. AUTHORITY. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor, and also on its constituent Members to the extent of the Members' interests in common elements constituting part of the Condominiums (including, without limitation, Servient Improvements constituting common elements). 15. COMPLETION OF CONSTRUCTION. (a) Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 2 above, or upon relinquishment of the Easement by Grantee as also set forth in that paragraph 2, the Easement shall terminate, Grantor and its Members shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Tiebacks and shall be deemed to have abandoned the same. Upon such termination of the Easement, it is understood that the Tiebacks will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same. Upon such abandonment, Grantor, in turn and at its election and without obligation to Grantee, may leave the Tiebacks in place or otherwise manage, treat or dispose of the Tiebacks in any manner permitted by law, and Grantee will have no further obligation in connection with the Tiebacks commencing from and after such abandonment; provided, however, that the foregoing will not limit any obligations of the Grantee hereunder accruing prior to the abandonment and termination, including, without limitation, any indemnified matter under paragraph 9 above accruing from events arising prior to the abandonment and termination. In addition, that indemnity will survive and 638053.1 RCFISH 10 • 0 continue in effect after such abandonment and termination with respect to any damage to the Servient Improvements within the scope of such indemnity which accrues within five (5) years thereafter, and for which the Grantor commences a proper legal proceeding within that 5-year period, or any shorter period as may be required by limitations of actions imposed by law (and for this purpose, the indemnity shall not apply to any damage caused by actions of the Grantor, its Members, any other indemnified party, or any contractor or party acting by, through or under any of them). Grantee shall be allowed reasonable opportunity to mitigate any indemnified loss or damage, and for that purpose will be allowed access to the Servient Estate as necessary or appropriate even following the abandonment and termination of the Tiebacks and Easement. (b) Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from further obligations and duties hereunder (subject to surviving liabilities as set forth in paragraph 15(a) above). Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 16. SEVERABILITY. CW If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 17. ENTIRE AGREEMENT This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 18. RULES OF CONSTRUCTION. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 19. GOVERNING LAW. C This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 636053.1 RCRSH 11 • 20. MODIFICATION AND WAIVER. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 21. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 22. NOTICES; BUSINESS DAYS. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 • 638053.1 RCRSH 12 0 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: The Lifthouse Condominium Association, Inc. c/o Douglas Walker 555 East Lionshead Circle Vail, CO 81657 Fax No.: (970) 476-9303 Phone: (970) 476-2340 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 23. RECORDING. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] • 636053.1 RCFISH 13 • • IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and year first above written. GRANTOR: THE LIFT HOUSE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By Name: U Title: STATE OF COLORADO ) COUNTY OF ss: The foregoing instrument wa, a~know edged be re me thi 1- day of 2005, by rrg as rj'P---9 1( of The Lift House Condominium Association, Inc., a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires: l - ~~C G C-~ Notary Public ~G T A 9~ i ature blocks continue on next page] AUB 1~~G ~e OF cal~eF~' • 638053.1 RUISH 14 L GRANTEE: STATE OF COLORADO ) GG ) COUNTY OF ss: _ CMG ) The foregoing instrument was acknowledged before me this fy day of a r c, A , 2005, by 2r fh r, D. if R f- k jm~, as Sr. U i e_ te, Ts~/~► of The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: /0/ 0 J 0 0 Notary Public ~~'~pTARr pU B LPL Qpo qr~ Appftved as to Form: Vail R rrt Lepi Department 636053.1 RCMSH 15 THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, Vainionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 636053.1 RMSH A-1 EXHIBIT B Plans And Specifications For Tiebacks [See the attached] E 638053.1 RCFISH B_1 C • • h O W mE Q y Q n y 0 m J e mE N H D W N N U nS~ , I ❑ c55 ~{d 0 1 I I I g w ~ I I o~ \ I N I ~ V ~ ~O ` 871 J.9 N ~ ~ 4711.9 817/.9 8711.9 y l k N e i V r ~4 ~ q ~ m4 y ~ -m r ~o s 0 w ~ I mE I 8711.9 iT~. U W 1 L- C -01 a U ~ U ~ z~ w ~4 " E- O ] z - z° 0 HI Q 0 U I i , I~]w ~ ! ` r w a o ® LL - " a I ~ I I N 1 ! ° I ~ ! I r ! i J ' N , ! IL I l ! I ' i 11 J Y3 / , I i I ~ 1 i L_~-- I I I 1 i ! I I I I I ! I I ! i ! ® I ~ i 1 I I ! I I ! ! ! i I I I 1 I Ii i II. I' i li I li I li I I I. II ` li i 14-r '1nd s::OO:zO GDOVILAO '6.0SN3d9311-IISIH)C3\6re\rva3AO\OY3HSNOn\:d t 'HOP 'Ad Sr:6S:10 SOOZ/vl/l0 '6".SH3V 83LL-1181HX3\6""O\11V83AO\OV3HSV01l\:d I E TEAK AGLE JCOUNTY SIMONTRECORDERP COLORADO 9 3 7 6 2 3 l1 38=10PM 173 REC: $46.00 DOL. P111' ES: 9 11/21/2005 47. VLC Mall 0~\ GRANT OF EASEMENT (SURFACE IIVIPROVEMENTS) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. • GRANT OF EASEMENT (SURFACE IMPROVEMENTS) • 4-7. VLC Mo- II VAIL LIONSHEAD CENTRE CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation ("Grantor"), whose street address is c/o Vail Home Rentals, Inc., 143 East Meadow Drive, Suite 397, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, maintenance, replacement, use and enjoyment of paved sidewalks, walkways and access ways (which may include snowmelt pavers and systems), walls, steps, landscaping, streetscaping, and other improvements associated or integrating with or complementing any public or private rights-of-way or access ways adjacent to the Servient Estate, together with planning, grading, the removal or modification of existing site improvements, and other related site preparation work (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. All such Improvements shall be constructed by and maintained after the conclusion of such construction at the exclusive expense of Grantee. The Improvements undertaken shall not unreasonably impede the ingress or egress of Grantor, its member owners or their invitees and will be generally consistent with the plans set forth and/or referenced on Exhibit B attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. Permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, benches and street lights and other modifications or supplements to the Plans which do not substantially alter the basic nature of the Easement and Improvements. Any walls in addition to those provided for on Exhibit B, if any, will specifically constitute a material modification or supplement requiring Grantor's consent hereunder. Areas planned for improvement with snowmelt pavers will constitute pedestrian ways for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. The rights of either party hereunder may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Easement. All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and 641313A RUISH • • all remedies may be pursued by the non-defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. In the event any legal proceeding arises out of this Easement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court. will be bound to make this award). The rights, interests and obligations of the parties under this Easement shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate and Dominant Estate. Furthermore, all references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. All references to the "Grantee" shall be deemed to encompass and include any successor in interest it may have. [Balance of page intentionally left blank] • 641313 4 RCFISH 2 • • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the 20 day of APRIL , 2005. VAIL LIONSHEAD CENTRE CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation By: Name Ricardo Eversbusch Amtm Title: icepresident STATE OF ft)LUZffM ss: COUNTY OF The foregoing wistrument as acknowledged befor .mgjthis day of '~T (~S'll ct 2005, by AI/I liAPlt"'V Vi of it Lionshead Centre Condominium Association, a Colorado non-profit corporation. Witness my hand and official seal. _ 9113121.E p) BONNIE K NORTHROP ; Notary Public Otary Public Stale of Colorado f 1 JALionshead CoreV+grmt-Esmnt-SurfaceImprvmnts-LionsheadCtr-TOV-FINAL.doc 641313.4 RCFISH 3 i EXHIBIT A Legal Description of Servient Estate (See attached) • • 641313.4 RCFISH A-1 vm O U IL d U co < O: U a Q I m LO m J W W Z OZ a< ~a w W cw V 1 7--~ LI) J. .~8'FL l _ M.,BS,Z~,gpS W W IN W m J N s 1f) N N W W W W W E30 E2B _ N \ 20 N E22 W Np4-05'53-W - 61.20' \ N n W anW nW W U a, m W W W M W W U Q lyJ W O Q7 W W L J i;33333~3~ 3 ' w W W W 33. e N f` N rl N r N h N N r N h N N n N r a P.pp ,olnov>o no.nou~o no ~om l N N oa i in ir'1 D n W iD niDh ID 11 tD n bnb h toh iDnbn m m o CO o w o m o m o m o m o m o m o m o D a m o N m ZZ Z V1ZNZ V) Vy V1 Z V)Z V)ZNZ V1 V/2 Z W J D7 < r o 0 0 0 0 0 o e o u 0 0 0 0 0 0 0 o b o 0 O N O O~ O O ,D O W V O N es o, ~ o r 0 a N 0 0 0 0 D J J N~ m N ~ < Y] n 1D ~ ~C ~ er C r'1 n r ~ ^ n 1D W n a 1fl m r m M D N n-t ow t- m m O^ N N n n n n n n n n n n` c a n a a m a Y Z N N N N N J W W W W W w W W W W W W W W W W W W W W W W W W W W i7 jp O min f~ 01 i7 i7 C~ hi ~ O ~ O M ~ ~ ~ ^ 7r . . T^ z o,noNa^ ~ ^c --a vyin c^ c vy a_ _ E e ;n O t) CV r tV 1~ N n N N In in a CV n co r) en N a mQo'r' omo ~ooo -a om~o n CC) W ina u) niD "y to nfD n.e<io i7 ~Db i. to C m O D o P c 0 O Ln o ID m m 0°o W NNZ C> CD > Vi v n l VN Z /1 Z N N i N Z i Z Z N N Z Vy V! Vt W J O] Q niyc no n- opooo ~~;n V r O m ''>N - oO o : v c,om,~mooom oNnn oc~omom Li O J J~Om^a ~cN~mV)P Ian VY W ? J J W LL) W W W W W W W O W W NnaNmn0 W W W W W W W Of O N W W N N N W W J LLJ -co- F- LL7 Lli En M LLJ < Q a W? = 0 O Z Z ED JO U Y J O Q Fi ~e e N 1~b'2iL ~ Y= = ~ E O Q d E- O Wx U E- z W U z ~ 4 L) L)~aM V d O W ~ w in W O z Lfi N Q I E- LO CC) N / I U W U Q LE~.4 W r W J W U O m < as coon 'My Ly:6L=yy SDDL/./' '6ro q~suaso3-poN\/y,aea,d pwud\q!a!.~3-y'-'~3\6•o\-wtl3n0\OV3FEwn\ c 0 EXHMTT "A" a EASEMENT DESCRIPTION PARCEL A A HARDSCAPE EASEhU NT LOCATED WITHIN VAH.UONSHEAD CENTRE, AS RECORDED OCTOBER 26, 1995 AT RECEPTION No. 575368, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID VAILJLIONSHEAD CENTR. THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID VAILUONSHEAD CENTRE N 85°54'07" E A DISTANCE OF 25.92 FEET TO THE TRUE POINT OF BEGINNING THENCE THENCE ALONG SAID NORTHERLY LINE N 85°54'07" E A DISTANCE OF 64.85 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID VAILUONS HEAD CENTRE S 03°5529" E A DISTANCE OF 1.51 FEET; THENCE S 86°02'41" W A DISTANCE OF 17.80 FEET; THENCE S 03'5T19' E A DISTANCE OF 4.00 FEET; THENCE S 86"0241" W A DISTANCE OF 10.00 FEET; THENCE N 03'5T19" W A DISTANCE OF 4.D0 FEET; THENCE S 86°02'41" W A DISTANCE OF 28.80 FEET; THENCE S 03'57'19" E A DISTANCE OF 4.DD FEET; THENCE S 86°02'41" W A DISTANCE OF 824 FEET; THENCE N 04'05'53" W A DISTANCE OF 535 FEET; TO THE TRUE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.004 ACRES MORE OR LESS. 165.61 SQUARE FEET, EASEMENT DESCRIPTION PARCEL B A HARDSCAPE EASEMENT LOCATED WITHIN VAIL)DONSHEAD CENTRE, AS RECORDED OCTOBER 26, 1995 AT RECEPTION No. 575368, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID VAILJLIONSHEAD CENTRE; THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID VAIULJONSHEAD CENTRE S 85'54'07" W A DISTANCE OF 88.50 FEET; THENCE N 04'05'53"W A DISTANCE OF 8.00 FEET; THENCE S 95'54V7" W A DISTANCE OF 1.98 FEET; TO THE POINT OF BEGINNING: THENCE DEPARTING SAID NOTfERLY LINE OF SAID VAIL/LIONSHEAD comm S D4'05'53" E A DISTANCE OF 7.73 FEET; THENCE S 86'15'17" W A DISTANCE OF 7.05 FEET; THENCE N 03'4443" W A DISTANCE OF 7.45 FEET; THENCE S 86'02'16" W A DISTANCE OF 5.43 FEET; THENCE S 40'57'40" W A DISTANCE OF 5.08 FEET; THENCE S 48'48'24" E A DISTANCE OF 2.95 FEET; THENCE S 42'03'55" W A DISTANCE OF 7.03 FEET; THENCE N 47'59'57"W A DISTANCE OF 2.84 FEET; THENCE S 41'48'43" W A DISTANCE OF 12.30 FEET; THENCE S 03'2645" E A DISTANCE OF 1228 FEET; THENCE S 86'02'41" W A DISTANCE OF 2.00 FEET; THENCE S 03'57'19" E A DISTANCE OF 17.00 FEET; THENCE N 86'02'41" E A DISTANCE OF 2.00 FEET; THENCE S 03'5T19" E A DISTANCE OF 9.00 FEET; THENCE N 86'0241" E A DISTANCE OF 200 FEET; THENCE S 03'5719" E A DISTANCE OF 8.00 FEET; THENCE N 86'02'41" E A DISTANCE OF 2.00 FEET; THENCE S 03'5719"E A DISTANCE OF 12.20 FEET; THENCE N 86'02'41'E A DISTANCE OF 4.40 FEET; THENCE S 03'5719" E A DISTANCE OF 520 FEET; THENCE S 86'02'41" W A DISTANCE OF 13.60 FEET; THENCE N 03'5719'W A DISTANCE OF 6.00 FEET; THENCE S 86'0241" W A DISTANCE OF 4.00 FEET; THENCE N 03*5T19' W A DISTANCE OF 4.50 FEET; THENCE S 86'0241" W A DISTANCE OF 1720 FEET; THENCE N 03'5719" W A DISTANCE OF 4.00 FEET; THENCE S 86'02'41" W A DISTANCE OF 14.00 FEET; THENCE N 03'5719" W A DISTANCE OF 3.50 FEET; THENCE S 86'02'41" W A DISTANCE OF 13.00 FEET; THENCE S 03'5T19" E A DISTANCE OF 2.00 FEET; THENCE S 86'02'41"W A DISTANCE OF 7.60 FEET; THENCE N 03'57'19" W A DISTANCE OF 2.DO FEET; THENCE S 86'02'41" W A DISTANCE OF 10.60 FEET; THENCE N 04'45'59'W A DISTANCE OF 159 FEET TO A POINT ALONG THE NORTHERLY LINE OF SAID VAIIJTIONSHEAD CENTRE; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF SAID VAILJLIONSHEAD CENTRE N 85'54'07" E A DISTANCE OF 67.70 FEET; THENCE N 04'05'53" W A DISTANCE OF 6120 FEET; THENCE N 95'54'07'E A DISTANCE OF 33.97 FEET; TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 0.023 ACRES MORE OR LESS. 100554 SQUARE FEET, THE ABOVE DESCRIBED EASE EI-M BASIS OF BEARING IS THE LINE CONECTECTING NGS STATIONS -WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARD SPC 83. THE ROTATION TO VAILUONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY IOTH,1970114 BOOK 217 AT PAGE 675, IS (+DO' 30'05-) BRENT BIGGS PIS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:U.IONSHEAD\OVERALL\docs\Eascment L.egals\Private Propmtt3M7-Vail-Lionshcad Centre MalLdoc • • EXHIBIT B Improvement Plans (See attached) • 641313.4 RCFISH B-1 0 EAGLE COUNTY RECORDER, COLORADO TEAK J.SIMONTON 1:38:11PM 23 9376,24 REC: 576.0111DOC PAGES: 15 11/21/2005 50. VLC TC CONSTRUCTION AGREEMENT AND EASEMENT (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. i 0 50. VLC TC CONSTRUCTION AGREEMENT AND EASEMENT THIS CONSTRUCTION AGREEMENT AND EASEMENT (this "Agreement") is made as of the -m day of Sc t.y , 2005, by and between VAIL LIONSHEAD CENTRE CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation ("Grantor"), and THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A. Grantor is the governing owners association for Vail/Lionshead Centre Condominiums (the "Condominiums") located in the Town of Vail, County of Eagle, State of Colorado (the "Town"), which Condominiums were established pursuant to that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on October 26, 1995 in Book 679 at Page 358, and pursuant to the Condominium Declaration for Vail/Lionshead Centre recorded in the Records on October 15, 1970, in Book 218 at Page 901, and as amended by the First Amendment to Condominium Declaration recorded October 11, 1972, in Book 225 at Page 711. The real property and real property interests which are included within the scope of such condominium map and condominium declaration, as the same have been so amended and supplemented, are sometimes referred to hereinafter as the "Condominium Property." B. Grantee is the owner of certain real property proximate to the Condominium Property that is commonly known or referred to as the "Lionshead Core," and which is legally described on Exhibit A attached hereto; Grantee intends to construct and develop on that property a mixed-use real estate project (collectively the "Core Project" or "Core Property"). In connection with the undertaking of the Core Project, Grantee will be undertaking certain grading and streetscaping and related improvements, including the installation of snowmelt pavers (the "Tract C Improvements"), in certain real property owned in part by the Grantee and in part by the Town and constituting portions of Tract C, Vail/Lionshead First Filing, according to the recorded plat thereof ("Tract C"). The undertaking of the Tract C Improvements as currently planned and approved by the Town, may cause resulting impediments to, or discrepancies with, certain means of access to and within the Condominium Property; as a result the parties have determined that in connection with the Tract C Improvements, Grantee shall undertake, at its sole cost and expense, certain additional improvements adjacent to, and within, the Condominium Property in order to properly address and provide consideration for such impacts on the means of access for the Condominium Property so as to maintain or improve the means of access to and within the Condominium Property. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. Construction. (a) Grantor, on its own behalf and on behalf of its constituent members, acknowledges and agrees that in connection with the construction of the Core 643151.2 JLWARN • 0 Project and/or related infrastructure work, Grantee may undertake the Tract C Improvements, and consents to and agrees that Grantor will not raise any objection to the undertaking of the Tract C Improvements as they are currently planned and approved by the Town. (b) Grantee agrees that when Grantee has commenced on-site construction work for the Tract C Improvements that in any way impact access to the Condominium Property, in connection therewith Grantee will undertake and diligently pursue to completion, in the ordinary course of business, the construction of certain new stairs, planters, and snowmelt paver walkways (the "Walkway Construction") located primarily within the Condominium Property (collectively, the "Walkway Improvements"). The Walkway Improvements are generally depicted on Exhibit B attached hereto and shall be undertaken pursuant to construction plans adopted by the Grantee and approved by the Grantor, such Grantor consent not to be unreasonably withheld, for the Walkway Improvements that are generally consistent with Exhibit B (the "Walkway Construction Plans"). The Walkway Improvements will be of a quality materially comparable to the improvements within the Condominium Property that are replaced or augmented by the Walkway Construction. The Walkway Improvements will include any portions of any steps or any sidewalk, wall, planter or other improvements that lie within Tract C but effectively serve as part or an extension of the Walkway Improvements located within the Condominium Property. 2. Grant of Construction Easement, Term. (a) Grantor, on its own behalf and on behalf of Grantor's constituent members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive easement (the "Construction Easement") upon, over, across and beneath that portion of the Condominium Property depicted by shading on Exhibit B attached hereto (the "Easement Area") for the undertaking and prosecution of the Walkway Construction and the completion of the Walkway Improvements, and the conduct on and within the Easement Area of construction activities in connection therewith, including, without limitation, excavation, removal, grading and demolition as necessary of existing improvements within the Easement Area that are inconsistent with the proposed Walkway Improvements, that by design are to be removed as a part of the Walkway Improvements, or that may otherwise impede the Walkway Construction process (provided that such removals are subject to Grantee's obligations under paragraph 4 below). The parties acknowledge that the Walkway Construction will necessarily entail the demolition and removal of certain existing stairs and planters, walkway and other site improvements as indicated by Exhibit B. The Easement Area as used and enjoyed from time to time shall be materially consistent with its depiction as the shaded area on Exhibit B hereto. For purposes of the other provisions hereof, the Walkway Construction will include any construction work and activities on and within the Easement Area that may arise pursuant to any exercise of the Construction Easement. The Construction Easement may be used and enjoyed by Grantee and its affiliates, and any Permittees of any of them (the "Permittees" of any party meaning any agents, contractors, tenants, licensees and invitees acting by, through or under such party). 643151.2 ILWARN 2 • 0 (b) The term of the Construction Easement shall commence as of the parties' mutual execution and delivery of this Agreement and shall expire on the earlier of (i) when the Walkway Construction has been completed in accordance with the provisions of this Agreement; or, (ii) December 31, 2008, unless the Tract C Improvements or the Walkway Improvements have been commenced on or before that date and are still in the process of completion, in which event the termination date shall automatically extend until the completion of the Walkway Construction. Upon such expiration and subject to the terms of Section 4 below, the Construction Easement shall automatically terminate, and the parties, upon the request of either, shall confirm such termination by their mutual execution of a written instrument to that effect, such instrument to be recorded if this Agreement has been recorded. 3. Construction Easement Non-Exclusive. The Construction Easement shall be non-exclusive, and Grantor, on its own behalf and on behalf of Grantor's constituent members, expressly reserves the right to the use and enjoyment of the Easement Area for any and all purposes that are not inconsistent and do not interfere with the use and enjoyment of the Construction Easement by Grantee and its Permittees under the terms hereof. During the period that the Walkway Construction is actually being conducted, Grantee may reasonably preclude Grantor and Grantor's constituent members and the Permittees of any of them from access to the Easement Area as necessary or appropriate under safety standards and measures customary in the construction industry. In that regard, the Easement Area or applicable portions thereof may be physically barricaded or otherwise separated by Grantee from other areas within the Condominium Property to promote efficient and safe prosecution of the Walkway Construction, and Grantee will not have any liability for the limitations on the use and operation of the Condominium Property resulting from the Walkway Construction; provided, however, that Grantee and/or its Permittees will institute reasonable measures in accordance with ordinary construction practices to preserve adequate means of pedestrian access for the affected areas in the Condominium Property. Grantor specifically agrees that during the term of this Construction Easement, neither Grantor nor any of Grantor's constituent members nor any Permittees of any of them shall do or permit anything to be done that disturbs or interferes with the use and enjoyment of the Construction Easement by Grantee or other Permittees. Without limitation on the generality of the foregoing, unless otherwise agreed to by Grantor and Grantee, no further improvements, facilities, landscaping or other items that may obstruct or interfere with the use and enjoyment of the Construction Easement, or that may be damaged by any exercise thereof, will be located within the Easement Area by or through Grantor or any of Grantor's constituent members. 4. Conduct of Walkway Construction. Grantee agrees that the Walkway Construction shall be undertaken only after issuance of an appropriate permit from the Town and in accordance with all applicable laws and in a good and workmanlike manner, employing generally customary measures in the construction industry for controlling dust, mud, debris, and unusual noise and vibration and other adverse impacts generated from the Walkway Construction process, and for preserving means of access as aforesaid. Grantee shall complete the Walkway Construction at Grantee's sole expense so that Grantee and/or Grantor are able to secure from the Town any certificates of occupancy or other approvals for the Walkway Construction which are requisite to the ongoing operation, use and enjoyment of the Condominium Property following the completion of the Walkway Construction. Upon the termination of the Construction 643151.2 1LWARN 3 • 0 Easement, Grantee will cause the Easement Area, and any other areas within the Condominium Property adversely affected by the Walkway Construction, to be restored to substantially the same condition in which the same existed prior to the commencement of the Walkway Construction, subject to the changes to improvements inherent in the Walkway Construction, and excluding any restorations for any wear and tear or damage caused by circumstances other than the Walkway Construction. Notwithstanding any other provisions hereof indicating to the contrary, the Construction Easement rights shall continue in effect as necessary to allow Grantee and its affiliates and their Permittees access rights upon and over the Condominium Property in furtherance of such restorations. Such restorations will include comparable replacements of landscaping and any improvements or items removed from the Easement Area pursuant to the Walkway Construction process (except to the extent such removals are inherently permanent by virtue of the nature and scope of the Walkway Construction or the work provided for in the Walkway Construction Plans). 5. Mechanics' Liens. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to attach to or be recorded against the Condominium Property that arise from the Walkway Construction or the work to be performed by Grantee or its Permittees under this Agreement, unless Grantee secures the release of or provides security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold the Grantor harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such.lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Condominium Property from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior. to any resulting foreclosure or other property disposition, then Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 6. Indemnity; Insurance. (a) Grantee shall indemnify and defend Grantor and Grantor's constituent members, officers, directors, agents, and employees (collectively, the "Indemnified Parties"), from and against any and all liability, losses, claims, liens, demands, actions and causes of action, including those pertaining to any personal injury or physical damage to property, which may be imposed upon or suffered or incurred by any of the Indemnified Parties, and which are caused by the undertaking of the Walkway Construction and the use and enjoyment of the Construction Easement, or any breach of Grantee's obligations under this Agreement, together with all costs and expenses, 643151.2 JLWARN 4 including reasonable attorneys' fees, that may be incurred by the Indemnified Parties in connection with any indemnified matter. This indemnity shall not apply, however, to matters stemming from the negligence, willful misconduct or breach of this Agreement by Grantor or any other Indemnified Party, or the Permittees of any of them. (b) During the term of the Construction Easement, Grantee shall carry and maintain or cause one of its Permittees to carry and maintain in full force and effect, at Grantee's sole cost and expense, commercial general liability insurance insuring on an occurrence basis against liability arising out of the use and enjoyment of the Easement Area pursuant to the Construction Easement; having a single occurrence limit of not less than $2,000,000.00; including a contractual liability provision or endorsement for Grantee's obligations hereunder; naming Grantor and Grantor's constituent members as additional insureds; and providing that the coverage may not be cancelled or materially modified without thirty (30) days' prior written notice to Grantor. Grantee agrees that the coverage shall be primary with respect to any liability or loss arising from any use or enjoyment of the Construction Easement. Grantee agrees to provide or cause the applicable Permittee to provide Grantor with a certificate of insurance evidencing this required coverage prior to the commencement of any Walkway Construction within the Easement Area. If the Grantee or one of its Permittees fails for any reason to obtain and maintain this required liability insurance coverage in accordance with the foregoing, then Grantor, at its election and without obligation to do so, may procure the requisite coverage on behalf of the Grantor, and within ten (10) days after demand, the Grantee shall reimburse Grantor for the latter's costs and expenses incurred in connection with the procurement of such coverage, including insurance premiums. Notwithstanding the foregoing, Grantor shall provide Grantee with ten (10) days prior written notice of any such failure by Grantee to maintain the requisite insurance, and Grantee shall be given ten (10) days after such written notice in which to cure such failure. In addition, any failure to maintain the requisite liability coverage shall be an indemnified matter within the scope of Paragraph 6(a) above. 7. Operation and Maintenance. (a) Grantor acknowledges that the snowmelt pavers and facilities to be incorporated within the Walkway Improvements (the "Grantor Snowmelt Improvements") will integrate with and connect to a master snowmelt system that the Grantee will install, implement and operate as part of the Core Project (the "Master Snowmelt System"). In connection therewith: (i) So long as Grantee or its successors in interest are operating the Master Snowmelt System, Grantee shall have the right and shall be obligated to undertake the necessary maintenance and repair from time to time of the Grantor Snowmelt Improvements to keep the same in a good operating condition, and will operate the Grantor Snowmelt Improvements as part of the Master Snowmelt System. Grantor from time to time will reimburse Grantee for Grantor's pro rata share of Grantee's reasonable costs and actual expenses 9V incurred for the maintenance, repair, replacement and operation of the Grantor snowmelt Improvements from time to time, including without limitation, 643151.2 XWARN 5 applicable utilities service and other operating charges, which shall be determined in accordance with the ordinary accounting and management practices prevailing from time to time in connection with the Core Project, including the incurrence and/or attribution of commercially reasonable applicable management fees and overhead charges (the "Core Management Standards"). (ii) Grantor will also reimburse Grantee for Grantee's actual costs from time to time of maintenance, repair and replacement of any boiler and other components of the Master Snowmelt System which are of general or common benefit to the users and beneficiaries of the Master Snowmelt System, or any lesser group of such users and beneficiaries which includes the Grantor, again with the applicable costs and Grantor's proportionate share thereof to be determined in accordance with the Core Management Standards. Neither Grantor nor its members nor any of their Permittees will undertake any maintenance or functions within Grantee's rights and obligations under this paragraph 7. (b) Grantee will further have the right and be obligated to undertake the maintenance, repair and replacement from time to time of the other Walkway Improvements, including specifically, without limitation, landscaping located within the Walkway Improvements, as necessary to keep the same in good condition and repair (ordinary wear and tear excepted, and also excluding ordinary sweeping and cleaning). Grantee's rights and obligations in this regard will have the same duration as Grantee's rights and obligations in relation to the Grantor Snowmelt Improvements. Grantor will reimburse Grantee for Grantee's actual costs of providing such maintenance, repairs and replacements, again to be determined in accordance with the Core Management Standards. (c) Grantor hereby further grants Grantee an easement for undertaking Grantee's operating and maintenance functions under paragraphs 7(a) and 7(b) above (the "Maintenance Easement"). Grantee's obligations under paragraphs 5 and.6 above shall be fully applicable to the Maintenance Easement as well as the Construction Easement, The Maintenance Easement shall have a term that is coterminous with the duration of Grantee's rights and obligations under paragraphs 7(a) and 7(b) above. The Construction Easement and the Maintenance Easement are sometimes referred to hereinafter together as the "Easements". (d) Any sums owing from Grantor to Grantee under this paragraph 7 shall be due and payable within thirty (30) days after Grantee's invoicing of the same to Grantor in accordance with the notice provisions hereof. Upon reasonable request by Grantor, Grantee shall make such invoices available for Grantor's review at Grantee's offices at no additional cost or expense to Grantee. Any sums not paid when due and payable shall thereafter bear interest until paid at a rate equal to five percent (5%) per annum in excess of the prime rate published from time to time in the Wall Street Journal. Grantee at its election may suspend the provision of any snowmelt or other services under this paragraph 7 during the pendency of any such payment delinquencies. 643151.2 JLWAM 6 8. Successors in Interest; Assignment. For Grantor, the rights, interests and obligations of Grantor under this Agreement and the Easements shall touch and concern and run with the land as a benefit and burden appurtenant to the Easement Area and Condominium Property. All references herein to "Grantor" shall be deemed to encompass and include Grantor's constituent members, and Grantor shall cause its members to conform to the provisions hereof. For Grantee, the Easements shall constitute an easement in gross in favor of Grantee. However, Grantee may also assign and delegate, by instrument of record, the Easements and its rights and obligations under this Agreement, in whole or in part, to any successor in interest to the Core Property, or any portion thereof, or to any owners association or special district formed under the laws of the State of Colorado having any power or authority of governance in connection with the Core Project. Grantee may also specifically assign and delegate to the Town all or part of Grantee's rights and obligations under paragraph 7 above. Grantee will be relieved of any obligations so delegated upon their assumption by the applicable party to whom the obligations are so delegated. Any such party may also further relieve itself of such obligations by further assignment and delegation in accordance with the foregoing provisions. No successor in interest of Grantee to the Core Property, or any portion thereof, will have any obligation for any of Grantee's obligations hereunder unless the same are expressly assumed of record by such successor as Grantee's assignee. For purposes of this Agreement, "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls or is under common control with Grantee. 9. Remedies: Attornevs' Fees. (a) The rights of either party hereunder may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement. All remedies shall be cumulative with and in addition, and not exclusive of, one another; any and all remedies may be pursued by the non-defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. However, neither Easement shall be terminable because of any breach of the provisions hereof. (b) In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 10. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in ~r the United States mails, with adequate postage prepaid, and sent by registered or certified mail, 6+3151.2 3LWAM 7 • 11 with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Vail Lionshead Centre Condominium Association 520 Lionshead Circle Vail, Colorado 81657 Attention: Property Manager Fax No.: (970) 479-0230 Phone: (970)476-3651 With a simultaneous copy to: Murray Franke Greenhouse List & Lippitt LLP Granite Building, Second Floor 1228 15th Street Denver, Colorado 80202 643151.2 JLwAM 8 s 0 Attention: Thomas M. List, Esq. Fax: (303) 623-0960 Phone: (303) 623-0025 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 11. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 12. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 13. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 15. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 17. Recording. This Agreement shall be recorded in the Records at the expense of Grantee. IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Agreement and Construction Easement as of the day, month and year first above written. 643151.2 1LWARN 9 0 0 GRANTOR: VAIL LIONSHEAD CENTRE CONDOMINIUM ASSOCIATION, a Colorado non-profit corporation By: Name: *E~~- Title: STATE OF COLORADO COUNTY OF `er ss: The foregoing instrument was acknowledged before me this I Ts+ day of 2005, by as ~s~~~d►., -r of Vail Lionshead Centre Condominium Association, a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: ~ ZI nZ wPublic p q- 4 ~G (/B L 643151.2 JLWARN 10 r- --I L---A • STATE OF COLORADO ) ss: COUNTY OF eAlf-I L~ ) • GRANTEE: THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation Na Title: t The foregoing ins ment was acknowledged before me this T' day f cs" 9,4, 2005, by W , as (114 0 A _I o o& Corporation d/b/a Vai PAZ ates, Inc., a Colorado corporation. Witness my hand and official sepal. My commission expires: / u I f 1II Appre"od as to Form: [A0 Department J~Navsw: UI ~N CANA A slgnalmre: Date: • Q 643151.2 JLWARN Notary ublic KURSTE=.A NOTASTATE OF My Commission Expire s Sept. 7, 2007 II • EXHIBIT A Lionshead Core Legal Description Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 643151.2 JLWAM A-1 EXHIBIT B Depiction of Walkway Construction (See attached) • • 643151.2 ]LWARN B-1 • • ® A~ s m~ g z ❑ U I ' J a o`r v c<K I IH j ~ O Z °Zn LL 'O ~ S mF0 ~ ~ O U ❑ Q I v a- i U i Q a ~ o O > U O I 1 a N Z Z j I I O W - U) I U p o0i 1 1 I ~ I z o Q L.LJ La CL pr) fw_ W I W1'') U) w N 0 V O a Q O 00 I- J W gy=m I® >Z~ I _j O I I F;- O J Q I > ~ ~ J J 1 I > 1 1 ♦ 3 i I ~ q ~ 1 I ;t z S qq t3 1 g 3 ~ ~ ~ ~ i Z W l I a z o z n ° ° o o L I "v' o I a g 0 ; z I I I , , , , , I ; , , I ~I ,b I" n • W J V EAGLE COUNTY RECORDER, COLORADO 937625 TEAK J SIMONTON ' 1:38:12PM 174 REC: 5101.00 DOV=E' PAGES: 20 11/21/2005 89. Lionshead Centre SH CONSTRUCTION TIEBACK EASEMENT AGREEMENT (See Attached) is After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 • S I. L,cus6d Centre 59 C CONSTRUCTION TIEBACK EASEMENT AGREEMENT THIS CONSTRUCTION TIEBACK EASEMENT AGREEMENT ("Agreement") is made as of the (1-ra day of Jv+ -r , 2005, by and between Vail Lionshead Centre Condominium Association, Inc., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A. Grantor is the governing owners association for Lionshead Centre Condominiums (the "Condominiums") located in the Town of Vail, State of Colorado (the "Town"), which Condominiums were established by that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on October 15, 1970, at Reception No. 114510 in Map Case 2, Drawer V, and according to the Condominium Declaration for Vail/Lionshead Centre Condominiums recorded October 15, 1970 at Reception No. 114509, as amended by First Amendment to Condominium Declaration for Vail/Lionshead Centre recorded October 15, 1970 in Book 225 at Page 741. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within that condominium map and condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is commonly known or referred to as the "Lionshead Core" and that is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Core Property"). Grantee intends to commence the development and construction on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, public restrooms, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). C. In order to commence construction of the Core Project, Grantee has requested that the Grantor grant an easement to install and use, within subterranean portions of the Servient Estate, tieback anchors (the "Tiebacks") constituting part of a construction shoring system that also incorporates soldier beams and related materials necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (the "Shoring System") as generally • o depicted in that certain Earth Retention System Plan prepared by Schnabel Foundation Co., Job No. 07-3586, Revision No. 3 dated January 21, 2005 (the "Plans"). A copy of the Plans are attached hereto as Exhibit B and incorporated herein by reference. The construction and installation process for the Tiebacks is sometimes referred to hereinafter as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. Grant of Construction Easement. (a) The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement beneath and under a portion of the surface of the Servient Estate to accommodate the construction, installation, operation, testing, inspection, maintenance, and use of the Tiebacks in conjunction with and throughout the course of the construction, installation and development of the Core Project as further provided and limited herein (the "Easement"). The Easement shall cover an area within and under the surface of the Servient Estate as depicted by the Plans and which is reasonably necessary or appropriate for the Construction in accordance with the Plans, and otherwise for the use and enjoyment of the Easement as contemplated herein and the performance of Grantee's obligations and duties hereunder. kw (b) The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement, and shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur (i) only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements within the Core Project developed by Grantee adjacent to the Condominiums, or (ii) if and when Grantee at its election voluntarily relinquishes its rights under the Easement by a recorded written instrument to that effect executed by Grantee, provided, however, that the Easement shall terminate automatically on July 31, 2008, if not terminated prior thereto. The Easement may be used and enjoyed by Grantee and its agents, employees, contractors, and designees (which may include any and all affiliates of Grantee), and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). For purposes of this Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee (and the applicable affiliates shall be deemed Permittees hereunder). 2. Construction Process: Mechanic's Liens. (a) Grantee covenants to the Grantor that the Tiebacks will be constructed and installed in material conformity with the Plans (including plan, soldier • beam schedule, elevators, sections and borings and general notes). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will be promptly provided a copy of any modification instituted pursuant to the foregoing. Grantee covenants that the Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable building permits (which are to be issued prior to commencement of the Construction) legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration and the unreasonable interruption of the quiet enjoyment of Grantor and its Members (subject to the terms of this Agreement), and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements located on the Servient Estate (the "Servient Improvements"); will not entail the transport by crane by Grantee's contractors of any construction materials or weighted loads directly over any occupied portions of the Servient Estate, and will not penetrate or physically damage any Servient Improvements; that the Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto, as such support is necessary for the use and enjoyment thereof; and that the Construction will not break, cut or impair the normal function of any water lines, utility lines or facilities located on and serving the Servient Estate. (b) Pursuant to the Construction, Grantee shall not perform physical work or construct or place any improvement, structure or building material, or any object on the surface of the Servient Estate except with the Grantor's written consent, and any of the foregoing, unless consented to, may be removed by Grantor without liability for damage arising therefrom and with Grantee to bear all cost and expense of such removal. If any debris, mud and other unsightly conditions exist upon the surface of the Servient Estate, or damage thereto result from Grantee's actions pursuant to the Construction of the Core Project, the removal and/or remedying of the same will be commenced by Grantee within 24 hours thereafter, and Grantee, at its sole cost and expense, shall repair and restore any damage to the surface of the Servient Estate, such that it is returned to substantially the condition it was in immediately prior to such disturbance. Should Grantee breach this obligation, then the provisions of paragraph 5 below will apply to such breach. (c) Grantee will not cause or permit any mechanic's lien claims to be made against any ownership interests in the Servient Estate that arise from the Construction. If any such mechanic's lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise (and so long as this discharge is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail to furnish the requisite release or security within the aforesaid 30-day period, then the Grantor may, at its option, secure the release of the lien claim by any means i 0 available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees and bond premiums (except to the extent' recouped from any such security). (d) Allen G. Thurman, a consulting engineer engaged by Grantor in connection with this Agreement ("Grantor's Representative"), shall be furnished the Plans. Should it be necessary that Grantor's Representative or other contractors or consultants engaged by or through Grantor's Representative have access to the Dominant Estate during the Construction for undertaking inspections to assure compliance with the terms and provisions hereof, reasonable access shall be provided, so long as such access will not materially interfere with the Construction or pose a material risk of bodily injury or property damage; Grantor must obtain Grantee's prior authorization before entering the construction site on the Dominant Estate for purposes of the foregoing, which consent will not be unreasonably withheld. Grantor's Representative will promptly be provided all changes to the Plans, if any. (e) Grantee, at its sole cost and expense consistent with prior consultations with Grantor's Representative, shall institute, carry out, and maintain measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient Improvements that is caused by the undertaking of the Construction and that results in structural or other damage to the Servient Improvements (a "Material Movement" as further defined below; the pertinent structural or other damage to improvements resulting from a Material Movement is sometimes referred to herein as "Construction Damage"). Material Movement is defined to mean any monitoring of the Monument Devices detecting movement in the Servient Improvements (A) that is in excess of vertical deflections between building corners of 3/16 of an inch trigger levels between readings or a cumulative Material Movement of 3/8 of an inch, and/or horizontal deflections between building corners of 3/16 of an inch trigger levels between readings or a cumulative Material Movement of 3/8 of an inch, and (B) that constitutes differential movement resulting in foundation damage to such Servient Improvements. In furtherance of the foregoing: (i) Grantee, in consultation with Grantor's Representative, will conduct a physical survey inspection of the interior and exterior of the Servient Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing. condition of the Servient Improvements prior to the commencement of the Construction. Grantor shall cause Grantor's Representative to cooperate promptly and diligently with Grantee in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. s 0 (ii) Grantee consistent with prior consultations with Grantor's Representative, will install and maintain monument measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee in accordance with ordinary construction practices and consistent with prior consultations with Grantor's Representative. Initial readings of the Monument Devices will be taken prior to any Construction and/or Excavation (as defined below) in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee shall also engage a qualified surveyor or engineer reasonably acceptable to Grantor's Representative ("Surveyor") at Grantee's sole expense to install the Monument Devices, to take readings therefrom as set forth below, and to otherwise consult and furnish customary services to Grantee for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) once a week at such time as Excavation has commenced, and thereafter until the foundation of the Core Project is completed (as evidenced by the completion of backfill, including compaction thereof, between the foundation and shoring), (B) one time per month thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for the building improvements within the Core Project), and (C) one time each six (6) months after the Core Project is complete for a period of one (1) year. The frequency of readings may be modified if approved 4 by Grantor's Representative. The Surveyor shall provide the results of the measurements to Grantor's Representative either by telephone, facsimile, e-mail or personal delivery within one (1) day after completing each set of measurements. Grantor's Representative shall make his telephone, fax, e-mail and address information available to Grantee for this purpose. Soldier beams will be installed as part of the Shoring System on or adjacent to the Core Property (but not within the Servient Estate) before the Construction of the Tiebacks commences, and perhaps several months in advance thereof, and the installation of those soldier beams will not necessitate the commencement of monitoring from the Monument Devices. "Excavation" shall mean the undertaking of construction excavation for the Core Project by Grantor or its Permittees within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor's Representative promptly apprised of and provide Grantor's Representative with the results and data from readings of the Monument Devices, and upon request of Grantor's Representative from time to time, will otherwise consult reasonably with Grantor's Representative on the status of the Construction activities in relation to the provisions of this Agreement. (iii) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall immediately institute all measures reasonably necessary to prevent any further Construction Damage that may result from the ongoing Construction process and shall contact the Grantor's 0 Representative named herein to address any such Construction Damage, and use commercially reasonable efforts to prevent such further foundation damage until supplemental measures are implemented and shall also be obligated to undertake any and all repairs necessary to remedy the Construction Damage already caused. In that regard, the Grantee shall have prepared and furnished to Grantor's Representative a proposed schedule to increase monitoring together with proposed plans for any repairs to any Servient Improvements damaged as a result of Material Movement and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any Construction Damage and the requisite repairs therefor pursuant to Grantee's indemnity under paragraph 4 below. (iv) Grantor shall designate one individual to act for Grantor and represent the interests of Grantor and its Members in connection with this Agreement for purposes of communicating and dealing with Grantee ("Grantor's Representative"). Grantor shall designate Grantor's Representative by notice to Grantee given within three (3) business days after the date of this Agreement. Thereafter, Grantor at its election may change Grantor's Representative upon further written notice to Grantee. In any case only one individual may serve as Grantor's Representative at any time. Approvals given or other determinations made by Grantor's Representative in the course of dealings with Grantee shall be binding upon Grantor and its Members. Grantee shall promptly reimburse Grantor for the reasonable cost of Grantor's consulting engineer employed in by Grantee to specifically perform engineering work on behalf of Grantee in connection with this Agreement. (v) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 2(c). (f) Grantor's exercise of, or inaction with respect to, inspection and monitoring rights under this Section 2 and the provisions hereof (i) shall not prevent Grantor from recovering damages pursuant to any breach of Grantee's obligations under this Agreement, and Grantor's right to recover damages is expressly reserved; (ii) shall otherwise have no effect on the indemnification provided pursuant to paragraph 4 of this Agreement; and (iii) shall not be construed to make Grantee subject to any liabilities or remedies in the absence of any property damage or other liability or loss suffered by the Grantor in violation of this Agreement. 3. Non-Exclusive; Quiet Enjo tom. The Easement shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the undisturbed use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any and all purposes that are not inconsistent with the terms of the Easement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its on behalf ~ i and on behalf of its Members, specifically agrees that none of them shall do or permit anything to be done which physically disturbs or impairs the function of the Tiebacks during the course of the Construction, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees. 4. Indemnity. Grantee, its successors and assigns, shall fully indemnify and defend Grantor and its Members, the Grantor's Representative and their respective successors and assigns, and shall hold each of them harmless from and against any claims, causes of action, suits, liabilities, damages or losses and expenses of whatever kind or nature that arise or are incurred by them as a result of any personal injury, bodily injury, death or property loss or damage, including lost profits, occasioned from the undertaking of the Construction or any negligence or willful misconduct of the Grantee and occurring in relation to the use and enjoyment of the Easement and by action or inaction of any contractor or employee, agent or servant of any contractor engaged by, through or under Grantee, or any breach of the Grantee's obligations under this Agreement. This indemnity will also cover and include costs and expenses, including reasonable attorneys' fees and consultant's fees and expenses, caused by, relating to or arising out of any matter indemnified under the foregoing provisions, together with any liens asserted against the Servient Estate as a result of work performed by or for Grantee pursuant to the rights and privileges granted Grantee by this Easement (subject to Grantee's rights under paragraph 2(c) above), if the related damage, loss, claim, expense or lien is caused in whole or in part by the act, omission, error, professional error, mistake, negligence or other fault of Grantee, its contractors or subcontractors or any employee or agent of the same.- Notwithstanding any implications to the contrary in the foregoing provisions, the foregoing shall not be construed to waive or limit any requirements imposed upon the indemnified party by law to mitigate its damages, and this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor and/or any Member(s). This Indemnification provision shall survive termination or expiration of this Agreement. 5. Self Help, Reimbursement. If Grantee fails in any of its obligations hereunder to protect the Servient Estate from harm during and arising out of the Construction, Grantor shall have the right, after notice to Grantee and opportunity to Grantee to cure such failure by the exercise of due diligence (but not to exceed 60 days except as necessary to complete repairs), to take any action that Grantor, in good faith and after due consultation with Grantor's Representative, deems appropriate to cure such failure for purposes of protecting the Servient Estate from harm or damage during the Construction or construction of the Core Project. Grantee shall reimburse Grantor for any out-of-pocket costs incurred by Grantor in protecting the Servient Estate pursuant to this paragraph and for any repairs or clean up of the Servient Estate related to the Grantee's failure to protect the Servient Estate from harm and damage during Construction as provided above ("Self Help Expenses"). Grantee shall reimburse Grantor for Self Help Expenses within thirty (30) days of receiving notice of Self Help Expenses, together with reasonable documentary evidence of the costs incurred. 0 6. Remedies; Attorneys' Fees. (a) The rights of either party hereunder may be enforced by any remedies available at law or equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement. All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non-defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. All unpaid balances due either the Grantor or Grantee herein shall bear interest at the rate of twelve percent (12%) per annum. (b) In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 7. Successors in Interest; Assignment. The rights, interests and obligations of the parties under this Agreement, including the Easement, shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to use it best efforts to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property unless and until Grantee makes and records an assignment of such interests in favor of such successor which successor shall be subject to the reasonable approval of Grantor (and, except as set forth herein, the Easement and this Agreement will be freely assignable by Assignee to any successor in interest to the Core Property or any portion thereof). Notwithstanding any such succession of ownership 'interests, Grantee will remain liable for its obligations hereunder, except for any such obligations assumed by its approved assignee by an instrument recorded in the Records (an "Assuming Assignee"). No successor in interest of Grantee in and to the real property and improvements thereon constituting the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in the recorded assumption made by that successor as an Assuming Assignee, if applicable (provided that the foregoing will not be construed to limit any liability or obligations of any successor to Grantee by operation of corporate law, whether pursuant to a merger, consolidation, sale of all or substantially all of the assets of Grantee or other similar corporate transaction, regardless of whether such successor by operation of corporate law has any interest in and to real property and improvements thereon constituting the Core Property, or any portion thereof). In the case of any assignment, the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 8. Authori. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor and its constituent Members. 9. Completion of Construction. Unless sooner terminated in accordance with Section 1(b) herein, upon the completion of the construction of the Core Project, as such completion is defined in paragraph 1(b) above, Grantee shall cease to use the Easement, the Easement shall terminate, Grantor and its Members shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Tiebacks and shall be deemed to have abandoned the same. Upon such termination of the Easement, it is understood that the Tiebacks will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same. Upon such abandonment, Grantor, in turn and at its election and without obligation to Grantee, may leave the Tiebacks in place or otherwise manage, treat or dispose of the Tiebacks in any manner permitted by law, and Grantee will have no further obligation in connection with the Tiebacks commencing from and after such abandonment. Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from any further obligations and duties hereunder. Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 10. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 11. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 12. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 14. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 16. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 • With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: 0 Vail Lionshead Centre Condominium Association 520 Lionshead Circle Vail, Colorado 81657 Attention: Property Manager Fax No.: (970) 479-0230 Phone: (970)476-3651 With a simultaneous copy to: Murray Franke Greenhouse List & Lippitt LLP Granite Building, Second Floor 1228 15th Street Denver, Colorado 80202 Attention: Thomas M. List, Esq. Fax: (303) 623-0960 Phone: (303) 623-0025 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 17. Recording. This Agreement may be recorded in the Records at the election and expense of Grantee. 18. Insurance. Grantee covenants and agrees that it shall at all times during the term of this Agreement, maintain or cause to be maintained, at no expense to Grantor, with respect to the use by or through Grantee of the Servient Estate pursuant to this Agreement, (i) commercial general liability insurance and excess liability insurance with limits of $1,000,000 per occurrence ($2,000,000 in the aggregate) and $10,000,000 respectively, which shall include a per project aggregate limit endorsement and shall name as additional insureds Grantor; and (ii) worker's compensation insurance with limits equal to applicable statutory limits for workers engaged in the Construction on the Servient Estate. The liability coverage under clause (i) above will be free from the "XCU" exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case such policy may be subject to standard exclusions for environmental matters. Such coverages under clauses (i) and (ii) above may be maintained in whole or part by Grantee and/or by its general contractor or subcontractors, as Grantee may elect. Grantee or its general contractor for the Construction will provide Grantor with a certificate of insurance for the liability coverage under clause (i) above, which shall include a provision that the policy will not be cancelled except upon at least thirty (30) days' advance written notice to Grantor. Such certificate shall be provided to Grantor prior to exercise by Grantee of any rights granted hereunder. Should the commercial general liability insurance required by this Agreement to be maintained by or through Grantee be cancelled or not renewed, then upon such failure of coverage, Grantor by notice to Grantee may require that all work within the Servient Estate pursuant to the Easement be promptly suspended until such time, if ever, as the requisite liability coverage is reinstated in accordance with the foregoing provisions. Grantor will give Grantee notice of any pending lapse of coverage upon becoming aware of the same. 19. Reimbursement of Expenses. Grantee shall reimburse Grantor for reasonable attorneys' fees not to exceed Seven Thousand Five Hundred Dollars ($7,500.00) that Grantor incurs for negotiating and entering into this Agreement, the Grant of Easement (Surface Improvements), and Construction Agreement and Easement (Streetscape). Grantee shall further reimburse Grantor for reasonable attorneys' fees not to exceed Seven Thousand Five Hundred Dollars ($7,500.00) that Grantor incurs for attorneys' fees and expenses directly related to any single occurrence of Material Movement which requires legal attention. For each distinct occurrence of Material Movement as defined in Section 2(e) above, as confirmed by a majority vote of the Board of Directors for Grantor, with such majority vote documented to Grantee in writing, Grantor may engage its counsel to address the legal performance of Grantee in its repair and remediation obligations hereunder, and Grantee shall be obligated to reimburse Grantor for its reasonable attorney fees not to exceed Seven Thousand Five Hundred Dollars ($7,500.00) therefor. The Grantor will furnish invoices and other documentation reasonably substantiating those fees, to be accounted for based on hourly billings and rates. Reimbursement will be owing within thirty (30) days after Grantor gives notice of demand from time to time, accompanied by the foregoing supporting documentation. [Balance of page intentionally left blank] 0 C 0 IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and year first above written. GRANTOR: Vail Lionshead Centre Condominium Association, Inc., a Colorado nonprofit corporation By: v Title: STATE OF COLORADO ) ss: COUNTY OF~~ ) The foregoing instrument was acknowledged before me this 1 Tic day of y , 2005, by as of <fc> ~ Asz~nc., a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires:. 12~02~ 2o0 APublic [Signature blocks continue on next page] TA -q.- % . AC/ ~G O 9~F O COLOQPO MyC ,Mn F;.res 1?Jq?k008 E C • GRANTEE: THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation y: .9 ~v Title: ~ttA -4' The foregoing instru ent was acknowledged before me this ada;f,_ 2005, by 1,J . as SP 4tA,%, V o he l Corporation, d/b/a Vail sso tes, Inc., a Colorado corporation. STATE OF COLORADO ) ss: COUNTY OF C.~ ) Witness my hand and official seal. My commission expires: . Approved as to Form Legal Departnneot Nnpw. KV N CANA si~aattttat Dais: _ J-7- 11-J~L Not Public KURSTEN L. CANADA NOTARY PUBLIC STATE OF COLORADO My Commission Expires Sept 7, 2007 is 0 0 EXHIBIT A Legal Description of Core Propert y Lot 4, Block 1, and Tract D, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, VaiULionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, VaiULionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 638314.3 RMSH A-1 • EXHIBIT B Plans 621540.6 RCFISH B-' 0 +EAD\OVERALL\owg\EXHIBIT-TIEBACKS.owg, 01/14/2005 01;59:C9 PN, Jot, 1 I J E' ~ { I~ a - -u C I t j I I ~ I 1 I i o (i~ _J 4 ae /V y:. ~ q p p i p v I V N4 % p p I I q q q h I I I { I Ll fff I 1 ~ /zD ~0 I I I y I I ° [ f 'rs'~~ °k5 i I r~ A j a „ I P) I > n I I I r fro I I L, ~ I I 70 X ~ D C7 x It ►-j i r I I x ~ It 1-~ xo i I I 1 y LJ M• ~ I Z -3 I..~.1 11 ~I.-~5y I~y~M I N W 1 m r ~ ~ ~ i ~ c1 O r-fib x h I cn I~ d D "Zos to = I { I I w -iEAD\OVERALL\owg\EXHISIT-TIEBACKS.owg, 01/14/2005 01:58:58 PN, Jol-r E n f n v l D m m -d rn O II z 0 x m ,y O I~yyY J ~ ITI y f \M1 N L J I~TI y y ~W -3 M J L J N D H z y W HEAD\OVERALL\owg\EZHIBIT-TIEBACKS.o.g, 01/1A/2005 0158:51 PV, Jorr I i 4 cn / n D v J r m m I i rn O I I -z O i i c~ r ri m p X Z Z Ln ~U) ~ =Z D v I X H x ~ m y I v] O zx ~Eo x m z N l J 1~y 0 > 3 1~~1 O z y 0 F O 03 00 r I °0 , r0 ! j m I co 9 ° 0 O O U1 0 U1 0 Ln 0 0 UI 0 UI p 0 D -l z r = Zm G7 D p r- r -u Op N m 2 > I D ~ v m r Z zM -q m m y W W EAGLE COUNTY RECD, DER. COLORADO 937626 TEAK J S I t10NT0t 01:38:13PI7 174 REC: 5106.00 DO l PAGES: 21 1112112005 CONSTRUCTION EASEMENT AGREEMENT (See Attached) 2. SH2 \ o~ 1 • After recording; please can Gerry Arnold at 845.2658 to pick up this document. 0 0 2. SH2 CONSTRUCTION EASEMENT AGREEMENT THIS CO TRUCTION EASEMENT AGREEMENT ("Agreement") is made as of the s day of - i , 2005, by and between LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A. Grantor is the governing owners association for Lion Square Condominiums (the "Condominiums") located in the Town of Vail, State of Colorado (the "Town'), which Condominiums were established by (i) that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on April 9, 1971, in Book 220 at Page 177, and (ii) the related condominium declaration recorded in the Records on April 9, 1971, in Book 220 at Page 176. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within that condominium map and condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is referred to herein as the "Core Property" and is described on Exhibit A attached hereto and incorporated herein by this reference. The Core Property is commonly known or referred to as the "Lionshead Core." Grantee intends to commence the development and construction (the "Core Construction") on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). For purposes of this Agreement, Core Construction shall be regarded as commencing when on-site construction of building improvements within the Core Project begins pursuant to one or more building permits issued by the Town. C. In order to commence construction on the Core Property, Grantee has requested that the Grantor grant an easement to install and use, on, within and under portions of the Servient Estate, tieback anchors and other components of a construction shoring system, including soldier beams and related materials, which as part of such system are necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (those tiebacks and other components of the shoring system to be located within the Servient Estate being referred to 638102.3 RCFISH 0 • hereinafter as the "Shoring"). The construction and installation process for the Shoring is sometimes referred to hereinafter as the "Shoring Construction," and the Shoring Construction and Core Construction are sometimes referred to hereinafter collectively as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. GRANT OF CONSTRUCTION EASEMENT. The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement upon, over and beneath the Servient Estate for the construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Shoring in conjunction with and throughout the course of the construction, installation and development of the Core Project (the "Easement"). The Easement granted by this Agreement shall be limited to and solely for the construction, installation, existence, use and enjoyment of the Shoring, to be located in material conformity with the Plans (hereinafter defined), and those activities reasonably necessary for the performance of the obligations and exercise of the rights under this Agreement of Grantee and its respective successors and assigns. The Easement shall cover an area within and under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the Construction, is reasonably necessary or appropriate for the Shoring Construction in accordance with the Plans, tw and otherwise for the use and enjoyment of the Easement for its intended purposes. 2. TERM OF EASEMENT. The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement. The Easement shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements developed by Grantee on those portions of the Core Property adjacent to the Servient Estate. In the event that the commencement of Core Construction has not occurred by January 1, 2009, or the completion of the Core Construction has not occurred within 36 months after the commencement of such Core Construction, then the Easement shall terminate and be of no further force or effect (and the parties shall confirm such termination by a recorded written instrument to that effect executed by Grantor and Grantee). Grantee may also elect to relinquish the Easement and thereby terminate this Agreement by executing and recording an instrument to that effect in the Records. The Easement may be used and enjoyed by Grantee (which may include any and all affiliates of Grantee), Grantee's agents, employees, contractors, and designees, and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). However, for any use of the Easement by Grantee's contractors, or any subcontractors engaged by, through or under them, the applicable contractor(s) and/or subcontractor(s) will be subject to Grantor's prior written approval, not to be unreasonably withheld or delayed (provided that G.G. Shaw, Inc. and its affiliates, and their subcontractors, and also Schnabel Foundation Company, are pre-approved). For purposes of this 636102.3 RUISH 2 N 0 Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee. 3. CONSTRUCTION PROCESS. (a) Grantee covenants to the Grantor that the Shoring will be constructed and installed in conformity with the plans and specifications therefor identified on Exhibit B attached hereto and incorporated herein by this reference (the "Plans'). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications are approved in advance by Grantor, which approval will not be unreasonably withheld or delayed, and such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will promptly be provided a copy of any proposed modification pursuant to the foregoing. In addition, if Grantor or its Members, or anyone acting through them, undertakes any construction on the Servient Estate that alters any utility or other subterranean improvements or facilities within the Servient Estate ("Grantor Construction"), and any Grantor Construction commences before Grantee begins any Construction, then Grantee shall be required to modify the Plans as necessary to accommodate the Grantor Construction, which modifications of the Plans will be subject to Grantor's approval in accordance with the foregoing provisions. Conversely, if Grantee begins Construction before any Grantor Construction is commenced by or through Grantor or its Members, Grantee shall be entitled to proceed with the Shoring Construction in accordance with the then pre-existing Plans, without any required modifications. Grantor will give Grantee written notice of any Grantor Construction work at least thirty (30) days before it commences. Grantor represents that there are no plans presently pending for any Grantor Construction on the Servient Estate. (b) Grantee covenants that the Shoring Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements presently located on the Servient Estate (the "Servient Improvements"); that the Core Construction and Shoring Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto; and that the Shoring Construction will not break, cut or impair the normal function of any utility lines or facilities located on and serving the Servient Estate. 4. MECHANICS' LIENS. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to attach to or be recorded against the Servient Estate that arise from the Core Construction or the work to be performed by Grantee under this Agreement, unless Grantee secures the release of or provides 638102.3 RCMSH 3 0 • security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold Grantor and the Servient Estate harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish the Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 5. MONITORING SERVIENT ESTATE. Grantee shall institute measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient Improvements that is caused by the undertaking of the Construction and that results in damage to the Servient Improvements (a "Material Movement"). In furtherance of the foregoing: (a) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified building inspector to conduct a physical survey inspection of the interior and exterior of the Servient Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing condition of the Servient Improvements prior to the commencement of the Construction. Without being required to incur any related out-of-pocket costs (unless Grantee agrees in writing to reimburse the same, or they are reimbursable as part of the fees of "Grantor's Engineer" as set forth below), Grantor shall cooperate promptly and diligently with such building inspector in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. (b) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified expert (which may be a surveyor or engineer) to install monument measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee's expert in accordance with ordinary construction 638102.3 RCF]SH 4 • • practices. Initial readings of the Monument Devices will be taken prior to any Shoring Construction or Excavation (as defined below), in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee, at Grantee's expense, shall also engage a qualified expert (which again may be a surveyor or engineer) to take readings from the Monument Devices as set forth below, and to otherwise consult and furnish customary services for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) no less frequently than once a calendar month at such time as any Shoring Construction on the Servient Estate or any Excavation has commenced, and thereafter until the foundation of the Core Project is completed and for an additional period of six (6) months following completion of the foundation (or in such greater frequency as may be mutually determined by the parties based on prevailing circumstances from time to time), and (B) no less frequently than once every six (6) calendar months thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for any building improvements within the Core Project that are adjacent to the Servient Estate). "Excavation" shall mean the undertaking of construction excavation for the Core Project within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor promptly apprised of the results and data from readings of the Monument Devices, and upon request of Grantor from time to time, will otherwise consult reasonably with Grantor on the status of the Construction activities in relation to the provisions of this Agreement. (c) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall institute all measures necessary to prevent any further foundation or other structural damage that may result from the ongoing Construction process ("Supplemental Measures"), and shall discontinue or alter Construction to the extent necessary to prevent such further structural damage until those Supplemental Measures are implemented. Grantee shall also be obligated to undertake any and all repairs necessary to remedy any damage caused to the Servient Improvements as a result of the Construction, whether structural or non-structural. In that regard, the Grantee shall have prepared and furnished to Grantor proposed plans for any repairs and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any damage to the Servient Improvements caused by the Construction, and the requisite repairs therefor, in accordance with and subject to the terms of Grantee's indemnity under paragraph 9 below. (d) Grantor may engage a qualified structural engineer to consult with Grantor in connection with the monitoring process under the foregoing provisions of this paragraph 5, Grantor's review of the Plans and any modifications thereof, and any other functions arising under this Agreement involving the Grantor which pertain to structural engineering ("Grantor's Engineer"). Grantor agrees that Grantor's 636102.3 RCFISH 5 • • Engineer will also be engaged by the Related Associations (defined below) to act as the "Grantor's Engineer" under their respective Related Agreements (defined below). (e) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 5. 6. REPRESENTATIVES. Grantor and Grantee shall each designate one individual to act for the designating party and represent the interests of the designating party in connection with this Agreement for purposes of communicating and dealing with the other party (in each case a "Representative"). Each party shall designate its Representative by notice to the other party given within five (5) business days after the date of this Agreement. Thereafter, either party at its election may change its Representative upon further written notice to the other party. In any case, only one individual may serve as a party's Representative at any time. Approvals or consents given by one party's Representative may be relied upon by the other party. Grantor agrees that Grantor, together with Lion Square Phase H and III Condominium Association, Inc., and Lion Square North Condominium Association, Inc. (the "Related Associations," acting under their respective Construction Easement Agreements made with Grantee in conjunction with this Agreement (the "Related Agreements")), will always jointly select one party to act as their common Representative. 7. NON-EXCLUSIVE. The Easement shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any Grantor Construction and any and all other purposes that are not inconsistent with the terms of the Easement and this Agreement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its own behalf and on behalf of its Members, specifically agrees that none of them shall do or permit anything to be done which physically disturbs or impairs the function of the Shoring during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees in accordance with the provisions of this Agreement. 8. INSURANCE. At all times during the term of this Agreement, Grantee shall carry and maintain or shall cause its general contractor to carry and maintain, in full force and effect, at its sole cost and expense, the following insurance policies with insurance companies duly qualified to do business in the State of Colorado and having a rating of not less than A as established by Best and Company. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Grantor of any material change or cancellation. Grantor shall be named as an additional insured under the liability policy required by paragraph 8(a) below. 638102.3 RCFlSH 6 • • (a) Commercial general liability insurance for the Construction in and about the Servient Estate and Core Property in an occurrence format and in an amount of $1,000,000 per occurrence ($2,000,000 in the aggregate), to be supplemented by excess liability insurance in an amount of $10,000,000, which shall include a per project aggregate limit endorsement, and including the following coverages: contractual liability, personal injury, broad form property damage, independent Grantee's and Core Property operations. This liability coverage will be free from the "XCU' exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case may be subject to standard exclusions for environmental matters. (b) Workers' Compensation insurance in accordance with the provisions of the Workers' Compensation Act of the State of Colorado for all workers accessing the Servient Estate. Grantee agrees to provide or cause its general contractor to provide Grantor with certificates of insurance evidencing the policies listed above prior to commencement of any construction on the Servient Estate. 9. INDEMNITY. Grantee shall indemnify and defend Grantor and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, resulting from the use by Grantee or any of its Permittees of the Servient Estate or the Easement or arising out of Grantee's performance of this Agreement, or the Core Construction or the Shoring Construction, including, without limitation, those caused by any negligence, willful misconduct or errors or omissions of Grantee or its Permittees while engaged in any activity on or involving the Servient Estate. This indemnity will also apply to and include costs and expenses, including reasonable legal fees, incurred by the indemnified parties in connection with any indemnified matter. In no event, however, will this indemnity apply to any loss of income or revenue or property value that is based on circumstances other than physical damage to the Servient Improvements, and Grantee and its Permittees will have no liability therefor. In addition, this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor or any other indemnified party, and shall also be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 10. OBLIGATIONS OF GRANTEE. In consideration of receiving permission from Grantor to use the Servient Estate, Grantee agrees to comply, at its sole cost and expense, with all of its obligations set forth in this Agreement, including, without limitation, the following: (a) Grantee shall reimburse Grantor, within 30 days after receiving any invoice from Grantor, for all reasonable attorneys' fees and reasonable fees of Grantor's Engineer incurred and paid out of pocket by Grantor in relation to the negotiation, 636102.3 RCFISH • • execution and performance of this Agreement (provided that these reimbursement obligations are subject to the provisions of paragraph 12 below). The engagement of Grantor's legal counsel and Grantor's Engineer shall be limited to a reasonable scope and extent. Following the making of this Agreement, Grantor's legal counsel will not be so engaged in the absence of a good faith belief that Grantee is in breach of its obligations hereunder. The invoicing for such fees shall substantiate the amounts thereof in reasonable detail, and shall account for those fees based on hourly billings and rates. (b) Grantee shall obtain any requisite approvals from regulatory authorities for the Shoring Construction on the Servient Estate, including without limitation, any municipal or quasi-municipal body or any state, federal or local governmental agency or authority, which controls or may control the activities undertaken by Grantee or its Permittees under this Agreement on the Servient Estate. Grantee shall contract with its general contractor to be responsible for its own safety program and compliance with applicable Occupational Safety and Health Act regulations. (c) In prosecuting the Shoring Construction and Core Construction, Grantee shall comply with the applicable construction regulations and procedures of the Town, as applied and enforced by the Town, including, without limitation, regulations and procedures addressing the following: (i) Requirements for construction fencing and other protective barriers; (ii) Control of erosion, dust, mud and other sediment generated from the Core Construction process, including such requirements related to soil stockpiling; (iii) Maintenance of roadway access for the Servient Estate, including, but not limited to, regulation of related construction parking and deliveries; and (iv) Maintenance of the Core Property construction site for keeping it free from undue accumulation of waste materials, hazardous waste, rubbish and debris caused by Grantee's Core Construction, and including, without limitation, applicable permitting requirements for control of the quantity and quality of stormwater or sediment runoff. (d) Grantee shall protect the Servient Estate, including existing improvements or vegetation, from damage arising from Grantee's activities in relation to the Core Construction, and shall be obligated to provide repairs or replacements for any such damage. E 638102.3 RCF1sH 8 (e) Grantee shall perform the following, at Grantee's sole cost and expense, as directed by and to the reasonable specifications and satisfaction of Grantor, on or before the termination of the Easement: (i) Remove anything and everything that Grantee has placed on the Servient Estate, except that Grantee may leave the Shoring in place (subject to the provisions of paragraph 15(a) below). (ii) Return the Servient Estate to substantially the same condition existing prior to Grantee's use of the Servient Estate or as approved by Grantor, provided that Grantee shall not be responsible for restoration of any wear and tear or damage caused by circumstances other than the Construction. Any necessary restoration and revegetation shall be accomplished promptly after termination of this Easement and shall be subject to Grantor's reasonable confirmation of compliance with the foregoing requirements. 11. REMEDIES. If a party fails to perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement, then the non- defaulting party, after giving 10 days' prior written notice to the defaulting party of the alleged default, and upon the defaulting party's failure to cure within said 10-day period, or to commence to cure such breach within said ten 10-day period if the breach is of such nature as to not be curable within ten (10) days (in which case the cure period shall continue so long as the cure is pursued to completion by due diligence), shall have the option to pursue all remedies available at law or in equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non- defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. 12. ATTORNEYS FEES. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. • 638102.3 RCFISH 9 13. SUCCESSORS IN INTEREST; ASSIGNMENT. The Easement and terms of this Agreement shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests, including the Easement, may be assigned by Grantee, by recorded instrument, (a) to any affiliate of Grantee that acquires any ownership interest in the Core Property or any portion thereof, which assignment will not require Grantor's consent, or (b) any other party acquiring an ownership interest in the Core Property or any portion thereof, provided such assignment is first given Grantor's written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Grantee will remain liable for its obligations hereunder, except that Grantee shall be released from its obligations under any assignment where the assignee is approved by Grantor in writing and assumes Grantee's obligations hereunder by an assignment instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in any recorded assumption made by such successor as an assignee. In the case of any assignment, and subject to the foregoing provisions (including any possible continuing liability of the assigning Grantee), the term "Grantee" shall from time to 4FW time mean the assignee then holding Grantee's rights hereunder. 14. AUTHORITY. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor, and also on its constituent Members to the extent of the Members' interests in common elements constituting part of the Condominiums (including, without limitation, Servient Improvements constituting common elements). 15. COMPLETION OF CONSTRUCTION. (a) Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 2 above, or upon relinquishment of the Easement by Grantee as also set forth in that paragraph 2, the Easement shall terminate, Grantor and its Members shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Shoring and shall be deemed to have abandoned the same. Upon such 638102.3 RCFISH 10 0 0 termination of the Easement, it is understood that the Shoring will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same; provided, however, that as part of Grantee's restoration obligations under paragraph 10(e) above, Grantee shall remove any components of the Shoring that protrude above the surface of the Servient Estate (and any further portions of those components as Grantee may elect), and will also remedy any surface disturbances within work areas on the Servient Estate that arise from the Shoring Construction. During the term of the Easement, Grantee will furnish customary safety measures, in accordance with generally prevailing construction industry practices, to protect against any hazards arising from any such protrusion of Shoring components above the surface. Upon such abandonment of the Easement and Shoring, Grantor, in turn and at its election and without obligation to Grantee, may leave the Shoring in place or otherwise manage, treat or dispose of the Shoring in any manner permitted by law, and Grantee will have no further obligation in connection with the Shoring commencing from and after such abandonment; provided, however, that the foregoing will not limit any obligations of the Grantee hereunder accruing prior to the abandonment and termination, including, without limitation, any indemnified matter under paragraph 9 above accruing from events arising prior to the abandonment and termination. In addition, that indemnity will survive and continue in effect after such abandonment and termination with respect to any damage to the Servient Improvements within the scope of such indemnity which accrues within five (5) years thereafter, and for which the Grantor commences a proper legal 4L proceeding within that 5-year period, or any shorter period as may be required by limitations of actions imposed by law (and for this purpose, the indemnity shall not apply to any damage caused by actions of the Grantor, its Members, any other indemnified party, or any contractor or party acting by, through or under any of them). Grantee shall be allowed reasonable opportunity to mitigate any indemnified loss or damage, and for that purpose will be allowed access to the Servient Estate as necessary or appropriate even following the abandonment and termination of the Shoring and Easement. (b) Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from further obligations and duties hereunder (subject to surviving liabilities as set forth in paragraph 15(a) above). Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 16. SEVERABILITY. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, .be invalid or unenforceable, the remainder of this Agreement shall not be affected 638102.3 RMSH I I 0 0 thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 17. ENTIRE AGREEMENT. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 18. RULES OF CONSTRUCTION. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 20. MODIFICATION AND WAIVER. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 21. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 22. NOTICES; BUSINESS DAYS. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below 4W (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the 638102.3 KFISH 12 noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 44W Phone: (970) 845-2546 If to Grantor: Lion Square Condominium Association, Inc. 660 West Lionshead Circle Vail, CO 81657 Attention: Bill Anderson, General Manager Fax No.: (970) 476-7423 Phone: (970) 477-4432 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq, Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than 638102.3 RMSH 13 0 • a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 23. RECORDING. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] 638102.3 RMSH 14 • 0 • IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and year first above written. GRANTOR: LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By. , C Named -J E i ` L Title: / 6'ESL;D F-N 7 SARAH L. WEBER STATE OF COLORADO Notary Public ) ss: State of Colorado COUNTY OF w The foregoing instrument was acknowledged before me f i this day of p r, ( , 20_C_~; by 1. as t r~-C of Lion Square Condominium Association, Inc., a Color' o nonprofit corporation. Witness my hand and official seal. My commission expires: [ V 1 ` -L~-1 y 1 Notary Public [Signature blocks continue on next page] 0 638102.3 RCFISH 15 • GRANTEE: _J • STATE OF COLORADO ) ss: COUNTY OF Fa e ) THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: Name: v- "A a A -ek Title: S~. I 'C r i 2 T' The foregoing instrument was acknowledged before me this day of . r! , 20( by ~IG rl-A C, Rah v~ as s` • 0<(' "p, rP5 e of The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: 16110 06 Notary Publ' - " - JAL.ionshead Core\Agrmt-Esmnt-Tieback-LionSquareCondos-FINAL.doc 638102.3 RCHSH P(/ B LAC ~rtF 16 • 0 EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 638102.3 RUISH A-1 • EXHIBIT B Plans And Specifications For Shoring [See the attached] LJ 638102.3 RCFISH B-1 N {i fJ L, I w ! I ~ f I I ~ L J j, I I ~ ~ I I I I I f~~'~Ij ! II I L J / *1 f { h v ' - 5 ~\pM1 \ \ fo, I ~ h p h N O 4 r7 nl O ~ o ~ m 0 ~v V e ~o e 0 0 x I F i O O ° J i! A V a' O V U ~ D WzE Foz A U a 0 O U xl d W I E Ca J x O WaO 0 z J V" N z O z ~ 0 O W~ -J N N Z o~ Pc o e`'r ~ ~ ._.L a //A t ,4-P 'Ad W:eS:10 SooZ/ot/t0 '6r-'sNOd8311-116IHX3\6.0\'l'ld83AO\ov3HS oon\:d I h O h U C Z Q LiJ L/) z 20 I o R W O Ltl -A J J LL) L Q LL) ~ p z a O i U ? O o~ F U Ww J C/) a U Cl) a . Od z G~ 0 E- U) xz 0 w z 0 E- U zwo oW rxn cy d Fz> 0 :z far, w o E 140r 'Ad 8L:91;:10 SOOZ/ri/l0 '6.O'SN]v8311-1181HX3\6 0\»vb3AO\av3HSVOn\:d EAGLE COUNTY COLORADO TEAK J SIMONTON 937627 1.38:14PM 173 REC: $46.00 DOCK/ PAGES: S 11/21/2005 (7. G-SAN1 LSQ GRANT OF EASEMENT (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. r1 • GRANT OF EASEMENT 0 (7. G-SAN1 LSC) LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, and pursuant to all requisite authority and on its own behalf and on behalf of its members, hereby grants and conveys to THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantee"), whose street address is P. O. Box 7, Vail, Colorado 81658, a perpetual easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of underground equipment, facilities and improvements constituting or related to gas services (collectively the "Improvements"). The Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall otherwise be governed by the following terms and conditions. 1. The Easement shall constitute an easement appurtenant for the benefit of Grantee as the owner of those real properties legally described on Exhibit C, attached hereto and incorporated herein by this reference (the "Dominant Estate"), and shall run to the benefit of and may be enjoyed by Grantee, any and all of Grantee's successors in interest in the ownership of the Dominant Estate or any portion thereof, any tenants or other residents or occupants claiming by through or under Grantee or such successors, and the agents, employees, customers, contractors, licensees and invitees of any of them (collectively, the "Invitees"). 2. Grantor, on its own behalf and on behalf of its constituent _ members, covenants that Grantor will not do or permit to be done anything which violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Invitees. Grantor specifically covenants, without limitation, that no building structure will be located within the Servient Estate. Grantor further covenants to warrant and forever defend Grantee in the quiet and peaceful use, enjoyment and possession of the Easement. 3. This instrument and the Easement shall touch and concern and run with the land as a burden to the Servient Estate and benefit to the Dominant Estate and shall be binding upon and inure to the owners thereof and their successors in interest. 4. This instrument and the Easement shall be governed by and construed in accordance with the laws of the State of Colorado. The Easement and the terms of this instrument shall be applied consistently with and subject to the applicable provisions under that certain Covenant Governing Easements made among Grantor, Grantee, Lion Square North Condominium Association, Inc., and Lion Square Phase II and III Condominium Association, Inc., and recorded in the real property records for Eagle County, Colorado, on or about the same day as the recording of this instrument. C [Remainder of this page intentionally left blank.] 642846.2 RCFISH • (W Z~nL WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of IN 2005. LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument ~ L , 2005, by r ~ -r ryi- of Lion nonprofit corporation. Y Title: vc ~S i D jq- i`I SARAH L. WEBER Notary Public state of Colorado vas acknowledged before me this , day of -C Vin e-, r M _ as Square Condominium Associati , Inc., a Colorado My commission expires: ( 0 11-11 C-7 0 Notary Public 6428462 RCFISH 2 0 0 C EXHIBIT A LEGAL DESCRIPTION OF THE SERVIENT ESTATE (See attached) • • 6428462 RUISH A-1 0 EXHIBIT C EASEMENT DESCRIPTION • A GAS LINE AND SANITARY SEWER EASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM AS RECORDED APRIL 09, 1971 AT RECEPTION No. 115822, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LION SQUARE CONDOMINIUM; THENCE ALONG THE EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM THE FOLLOWING TWO (2) COURSES: 1) S 04°05'53" E A DISTANCE OF 4.00 FEET; 2) S 44°20'04" E A DISTANCE OF 21.35 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG THE EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM THE FOLLOWING TWO (2) COURSES: 1) S 44°20'04" E A DISTANCE OF 30.67 FEET; 2) S 12°13'18" E A DISTANCE OF 67.22 FEET; THENCE DEPARTING SAID EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM N 19°23'09" W A DISTANCE OF 62.73 FEET; THENCE N 44°20'04" W A DISTANCE OF 27.70 FEET; THENCE N 45°18'02" E A DISTANCE OF 7.41 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 465 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIULIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30'05") r~ BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\7-G-SANI.doc • 0 ~ I \ I I \ 0 0 m \ ICI ti o \ O z Z ICI 0 a \ wa :x Z I I I _ W~ 00 O I I_ co - \ 5~ ~r W - A p N I I I LO y 0 n _ W d ^ Yc<E,GT7!q W ao LO CL o M N 1 1O 504'05'53"E 154.36 W o 1 z En c~ cn 1 o 4 z > w w N N I Z 0 n z V) Z I I Q O co 2 04 Z N zn_~ oo I LO v 0 Lu 0 I 0 no Li N ZQ . E E n I _ o~ cnv 1O c~iaz moo 1 co O 0M U.) ~ I I EN04 I 1 Z O O O W Z0 I Z H N 0 V O N Z m~ J L~ \ Q1 O f- _ Q t~ V) Z J N a: Z / MZtto 0 4L L, tli O 0 0 'n ~Ol V D N \ / / LL) (L (L I nl \ Ln / Na V) Z / a Q N N C-4 N I O \ 'SAS W ~ Y Y 11-1 \~Jb QZmm 0 vl > N I N F41 Or O 1) Js (n 0 09`~ O O V) (f) N N02'3B'12"W - 172.00' 1 Zo I I I W W O o Q a - - Q N / I- \ I N Y 1 l TRACT A 1 o I z 0 i I V 12 a411~ i n i~r , , • : i •F .p~- ~ ,an~_ ,,.~,n•., =~i , , .~i ^.,c~lx k.~i• -.,M~„:~_, ,~•.i• ..p ,iii :r: ,~,•v i;urn , i EXHIBIT B DEPICTION OF IMPROVEMENTS (See attached) 6428461 RCh7SH D-1 Un U Z Q W I F- W J F- U F- J I U Q En Q g ~T- pC - a. a y W (Y pU ~ O .ro Q _J 'LL Q § j' f; +-1 + r CL < p Z Q 11 t Li 0 Of 0 z V) 40 O + + + < + F- z _ + + + + LLI Li W v) xm + +++tt++ EG~+FG+t +++`vt+. + + EE Q W W Q + t + + + + + + + + + + + + 1 W - ~i + + + g; tt- + + + 9 + + + c z F + + w - Q c~ w H 0 a V Nw J U j U.J Un UJ O (W UL ON Ur Q CL 0 w w O w ~z ULN O O ~v) az oz Q Un Un (n Ow d 0OW-W WF-!Z=) 8 ~ A vi Q U r^ < vJ /r c.. Q J (n Z w O 5 0 U o Q a o U ° CL z W o rrj Of O Q p n ~ m 0 EXHIBIT C 0 LEGAL DESCRIPTION OF THE DOA11NANT ESTATE • Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vainionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 6428462 RUISH C-1 • EAGLE COLORADO 937628 01:38-ISPM 173 REC: $71.00 IDPAGES: 14 Ili I 1111111111 11/21/2005 (14.H A4&15.H A5LSQ GRANT OF EASEMENT (See Attached) 11 • • After recording; please call Gerry Arnold at 845.2658 to pick up this document. • GRANT OF EASEMENT (1_A4 & 15. H_A5 LSC) LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee', whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibits A and B attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of sidewalks, walls, landscaping, streetscaping, or other improvements associated with any adjacent rights-of-way or access ways, whether public or private, as more fully described below (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Easement shall not encumber any below-surface improvements not associated with the Easement. The Improvements undertaken will be generally consistent with the plans set forth and/or referenced on Exhibit A-2 and Exhibit B-2 (which correspond with Exhibit A and Exhibit B, respectively) attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, and benches). Any walls or street lights in addition to those provided for on Exhibit A-2 and Exhibit B-2, if any, or any walls so provided for but exceeding the height limitation therefor on Exhibit A-2 or Exhibit B-2, as applicable, will specifically constitute a material modification or supplement. Areas planned as sidewalks will constitute pedestrian ways for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. Grantor shall have no obligation to maintain any improvements instituted pursuant to the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the /C~k day of 52005. LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, y: B Name: J Title: Per- Tn 1-4_Z STATE OF COLORADO ) SARAH L. WEBER Notary Public ss. State of Colorado COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 'day of 1. f 2005, by S i.. Y, f • t r 1 as `t C 04~:2; cl-e n of Lion Square Condominium Associate n, Inc., a Colorado nonprofit corporation. My commission expires: i l U 1 Notary Public (.i~RrS~ R('FIGH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • 647R41.7 IZrFICIi A-1 00 m Lcd ` e i 2 I I 0 a OJD~ 'SS~O a I PROF %M cm o I IC1 W5U co ~ o I ~ _ ox F~zoo w W 0 U W O N N X CL W 0 rn I w N N 00 Z Z W m W - O W _ W U 00 a v Lo n o o Q Z_ F- O Z_ I F- 0- \ o N ~0. N N \ p \ l \'~J bd• \1 ~ O - \ X 00 Z0 w W 00 ° o a CL we QN ° c n o No Zm ra. F- --r N I CUl1.:70 O I A In m ~ -j ~ I 0 F - 04 nN Z W I o7 _ L N Z 1 Q ~ O ~ I N r U a ° Z o - ° Q I 00 In W N Z W Nto QN~ I 0 Y W O W I Z (n m LLU J J I / Zvi O I L J / N r Z~Ln b I LL. / / O aZi F W W NQQQ o to ( p N QW U d a W I r- _ F- V) r1i a Q N N - I I O M YY LLJ 0 co 3 ~I \ ~o N QZ 0 m C) Q j D ON . V) ~I 0 L,) N Ln Q D U Q I i v a / .i I ' I o N02'3B'12"W - 172.0 I I I \ 1 1 ' TRACT A I O I / M O 1-~ I n ~ F- 154.36' '53"E ' W D:,4 0 99 W W o N 05 504 a ora - I I I .°o W zo > "6.c•ci ~awcop-wo~cuon\R VOdwd a~wu?\gfa~~r~-Luc?\6.o\riq ann0\^V2K VDn\•:d ll+ 'Ad 01:V`90 *OD?/6?/60 • EXHIEBIr A. P(LT6.a~z EASEMENT DESCRIPTION A HARDSCAPE AND PEDESTRIAN EASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM AS RECORDED APRIL 09, 1971 AT RECEPTION No. 115822, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LION SQUARE CONDOMINIUM; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LION SQUARE CONDOMINIUM S 44°16'01" W A DISTANCE OF 101.08 FEET TO THE TRUE POINT OF BEGINNING THENCE DEPARTING SAID NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM S 28°20'31" W A DISTANCE OF 8.35 FEET; THENCE N 22°03'28" W A DISTANCE OF 2.50 FEET TO A POINT ALONG THE NORTHWESTERLY LINE OF SAID LION SQUARE CONDOMINIUM; THENCE ALONG SAID NORTHWESTERLY LINE OF SAID LION SQUARE CONDOMINIUM N 44°16'01" E A DISTANCE OF 7.03 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 8 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAII./LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY I OTT, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05') REG li BRENT BIGGS PLS PREPARED FOR AND ON BEHALF PEAK LAND SURVEYING, INC. P:UONSHEAD\OVERALL\docs\Easement Legals\Private Property\14-HA_4.doc • • EXHIBIT A-2 Depiction of Improvements (See attached) C7 is A2-1 • 0 • 0 0 9 C EXHIBIT B Legal Description of Servient Estate (continued) (See attached) • • R-1 Ra~aas ~ urrrcx J U Z_ I I s 1! m OO ~ y o I I V U z Z f- < I \ W z ozl~ O U Q WCOo N D Z w N M ' Z O I N N m440 N n N x~C a) - I I cep I PO °4 w w - 154.36' a W o I 504'05'53°E acr N W %Z> o N I 00 1 n I w t co It N L)~O A Z V to t, 1 N 'V n I 31 F co O n N li z zn00 N N N 0° w; I V 1 Q n ui to 0 Z Q 6 66 = 1i 1 N 0O_Z r- p° I N i L) i ih 1 I w0Z O ~w~ I U 1 N 3 3 Q N ~ I w d - N 0 0 W 0 1- 1 0 n N 0 U J tU Z O -to zm' 0 a N 0 N N Z n N4 - M O K 3 < In 3a_0 'd0ww of m NQQQ °I w c~ a s 1 C14 o y yn / / Q ~ r; w U 0 / a Q N N N 1 1 \ 'J SA. wM Y Y NM o Q z 0 0 0 ~I x c6 mm QD 1 1 N N s~O N ° N K'1 ~I 2 9! 0 U) (n N v ~o \ A 0 A Y UQQ I < \ vv I m ~ I ~J. U N02'38'12"W - 172.00' O N Z O ~ I I c 0 \ a of 0w - 00 - oa a'te' \ I N / I I TRACT A I c N 0 zm 0 LO haul r.r k- i ; .F,~... .~,n= -n ...c~ -m. r.-...r .ir,>r; •i ,n.•ii rwrn , , • EXHIBIT EASEMENT No 1 DESCRIPTION 0 A HARDSCAPE AND PEDESTRIAN EASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM AS RECORDED APRIL 09, 1971 AT RECEPTION No. 115822, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER SAID LION SQUARE CONDOMINIUM; THENCE S 04°05'53" E ALONG THE EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM A DISTANCE OF 2.76 FEET; THENCE DEPARTING SAID EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM S 85°54'54" W A DISTANCE OF 57.18 FEET TO A POINT OF CURVATURE; THENCE 8.61 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 51°53'58", A RADIUS OF 9.50 FEET, AND A CHORD WHICH BEARS S 59°57'55" W A DISTANCE OF 8.61 FEET; THENCE S 41°00'10" W A DISTANCE OF 55.26 FEET; THENCE S 85016'32 W A DISTANCE OF 11.05 FEET TO A POINT ALONG THE NORTHERLY LINE OF LION SQUARE CONDOMINIUM; THENCE ALONG SAID NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM THE FOLLOWING TWO (2) COURSES: 1) N 44°16'01" E A DISTANCE OF 70.89 FEET; 2) N 87°22'14" E A DISTANCE OF 61.89 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 587 SQ. FT. OF LAND MORE OR LESS. EASEMENT No. 2 DESCRIPTION A HARDSCAPE AND PEDESTRIAN EASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM AS RECORDED APRIL 09, 1971 AT RECEPTION No. 115822, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER SAID LION SQUARE CONDOMINIUM; THENCE ALONG THE EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM THE FOLLOWING TWO (2) COURSES: 1) S 04°05'53" E A DISTANCE OF 4.00 FEET; 2) S 44°20'04" E A DISTANCE OF 50.39 FEET TO THE TRUE POINT OF BEGINNING: • THENCE ALONG SAID EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM THE FOLLOWING TWO (2) COURSES: 1) S 44°20'04" E A DISTANCE OF 1.63 FEET; 2) S 12°13'18" E A DISTANCE OF 3.77 FEET; THENCE DEPARTING SAID EASTERLY LINE OF SAID LION SQUARE CONDOMINIUM N 21-47-43" W A DISTANCE OF 5.22 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1.6 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VA111LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\15-HA_5.doc o EXHIBIT B-2 Depiction of Improvements (continued) (See attached) • • B2-1 k C7 Z - a U < K Q U O a CC) _ C ~ Z G O 0 V, N 'I E co a \ H O \ U Q U O U J W Q a i i \ \ I- =1 Q a H 0 I Q r I lri A ~ Z N N \ \ \ :2 O Z O o U p a LO Z O U~ O Q Q O = O N m Z Z O J J 0 L<.1 J U V d`i3 ~I 1 tC4 i``y <i~;i: r ge S 0. e, • • After recording; please call Gerry Arnold at 845.2658 to pick up document. j EAGLE COUNTY RECORDER. COLORAUU TEAK J SIMONTON i 3'(b e!d :38=16PM 174 REC= $76.00 DOC: PAGE,= 15'21 12005 TEMPORARY ACCESS EASEMENT AGREEMENT / ~Ile (See Attached) ` t • • TEMPORARY ACCESS EASEMENT AGREED' ZNT THIS TEMPORARY ACCESS EASEMENT AGREEMENT (this "Agreement") is made as of the ! day of vF.tii3 rP_ , 2005, by and between LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS A. Grantor, is the goverping owners association for a condominium project (the "Condominium') located in the Town dfVMt, State of Colorado (the "Town"), which was established by the condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on _ April 9, 1911,' in Book 220 at Page 177, and the related condominium declaration recorded in the Records on April 9, 1971, in Book 220 at Page 176. The real property that is included within that condominium map and condominium declaration is referred to as the "Condominium Property." Grantor is making this Agreement on its own behalf and on behalf of its members (the "Members"), which are the owners of units within the Condominium. B. Grantee is the owner of certain real property adjacent to the Condominium Property that is described on the attached Exhibit AA (the "Core Property"). Grantee intends to develop a mixed-use project on the Core Property that may include, without limitation; residential condominium and/or other multi-family residential units; public accommodations, including hotel. and/or lodge facilities; commercial retail facilities, including, without limitation; restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). C. In order to construct the Core Project without hindering access to certain amenities within the Town, Grantee requested that Grantor grant an easement for pedestrian access over and across the Condominium Property to and from the "Eagle Bahn Gondola" and the "Born Free Express Chair Lift" (collectively, the "Chair Lifts"). Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: Ll 665396.7 JLWARN 1Maros M57 AM • • 1. GRANT OF EASEMENT. Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive easement upon, over and across that portion of the Condominium Property depicted with cross-hatching on the attached Exhibit B (the "Easement Area') as reasonably needed for (a) pedestrian access to and from the Chair Lifts during the term of the;, Easement (defined below); and (b) installation, construction, maintenance, repair and replacement of a covered, lighted walkway (the "Walkway Improvements") within the Easement Area (the "Easement"). The Easement may be used and enjoyed by Grantee and its affiliates and any of their agents, employees, contractors, designees, invitees, licensees and customers (their "Permittees"). 2. TERM OF EASEMENT. The Easement shall become effective as of the date of this Agreement as first written above. The Easement shall remain in full force and effect until the day falling one year after such date, such one year period to be subject to subsequent one-year extensions, up to a maximum of two additional years, upon the written agreement of such extension executed by Grantor and Grantee and recorded in the Records, which Grantor agrees will not be unreasonably withheld, conditioned or delayed. Grantee may also elect to. relinquish the Easement and thereby terminate this Agreement by executing and recording an instrument to that effect in the Records. 3. CONSTRUCTION AND MAINTENANCE OF WALKWAY IMPROVEMENTS. Grantee will be solely responsible for the initial installation and construction of the Walkway Improvements at its sole cost and expense. Grantee covenants to the Grantor that the. Walkway Improvements will be constructed and installed in conformity with the plans and specifications identified on the attached Exhibit C (the "Plans"), which may be modified as required by the Town and with the consent of Grantor. Grantee covenants that the Walkway Improvements will be constructed in a good and workmanlike mariner and in conformance with all applicable legal construction requirements. After the initial installation and construction of the Walkway Improvements, Grantee, at its sole cost and expense, will perform all maintenance, repair and replacement work necessary to keep the Walkway Improvements in good condition and repair; provided, however, that if Grantor or its Members cause any damage to the walkway Improvements due to their negligence or intentional misconduct, then Grantor will promptly repair same at its expense. 4. MECHANICS' LIENS. Grantee agrees to pay when due all sums of money that may become due for any labor, services, materials, supplies or equipment furnished to or for Grantee in, upon or about the Easement Area. If any mechanics', materialmen's or other lien is filed against the Easement Area based upon any act of Grantee or anyone claiming by, through or under Grantee or otherwise arising pursuant to the this Agreement, Grantee, after notice thereof from Grantor, will promptly take all action necessary to remove or satisfy such lien within 30 days whether by bonding over, payment or otherwise. In the event Grantee does not remove or satisfy such lien within such 30-day 665396.7 JLWAW 11/14M 10:57 AM 2 period, Grantor will have the right to. do. so by posting a bond or other undertaking, and Grantee agrees to reimburse Grantor for any and all reasonable expenses incurred by Grantor in connection therewith within 30 days after receipt by Grantee of Grantor's invoice therefor. Such reasonable expenses will include, but are not limited to, filing fees, legal fees and bond premiums. 5. REPRESENTATIVES. Grantor and Grantee shall each designate one individual to act for them and represent their interests in connection with this Agreement (in each case a "Representative'), by notice to the other parry given within five business days after the date of this Agreement. All communications between the parties must be directed through the Representatives except to the extent the notice provisions of Section 19 apply. Approvals. or consents. given by one party's Representative may be relied upon by the other party. Either party at its election may change its representative upon further written notice to the other party. In any case, only one individual may serve as a party's Representative at any time. 6. NUN-EXCLUSIVE. The Easement is non-exclusive, and Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to use, enjoy and occupy the Condominium Property for any and all purposes that are not inconsistent with the terms of this Agreement. Grantor, on its own behalf and on behalf of its. Members, specifically agrees that none of them shall do or permit anything to be done which materially interferes with the use and enjoyment of the Easement by Grantee, its affiliates or their Permittees in accordance with the provisions of this Agreement. 7. INSURANCE. At all times during the term of this Agreement, Grantee shall carry and maintain, in full force and effect, at its sole cost and expense, a policy of comprehensive liability insurance insuring against all claims and liabilities for bodily injury and property damage arising pursuant to this Agreement and the uses of the Easement. Such insurance will be in an occurrence format and in an amount of $1,000,000 per occurrence and must include coverage for contractual liability, personal injury, broad form property damage, independent contractors and premises operation. Such policy shall be with an insurance company duly qualified to do business in the State of Colorado and having a rating of not less than A as established by Best and Company. Such policy shall include a provision requiring a minimum of 30 days' notice to Grantor. of any material change or cancellation. Grantor shall be named as an additional insured under the liability policy required by this paragraph and Grantee shall provide Grantor with a certificate of insurance evidencing such policy prior to use and occupancy of the Easement Area. 8. INDEMNITY. Grantee shall indemnify and defend Grantor and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens,. demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, arising pursuant to this 665396.7 3LWAM 11/14/05 10:57 AM 3 ® • Agreement or the uses of the Easement which is not the result of (a) the negligence, willfpl misconduct or breach of this Agreement by Grantor or any other indemnified party, for (b) Grantor's. repairs of the Walkway Improvements pursuant to Section 3, whether arising during. the actual repair work or thereafter, including, without limitation, those caused by any negligence, willful misconduct or errors or omissions of Grantee, its affiliates or their Permittees while engaged in any activity in the Easement Area. This indemnity will also apply to and include costs and expenses, including reasonable legal fees, incurred by the indemnified parties in connection with any indemnified matter. This indemnity shall be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 9. REMEDIES. If either party fails to perform in accordance with the terms, covenants and conditions of this. Agreement or is otherwise in default of any of the terms of this Agreement, then the non-defaulting party, after giving 10 days' prior written notice to the defaulting party of the alleged defatdt, and upon the defaulting party's failure to cure within said 10-day period, or to commence to cure such breach within said 10-day period if the breach is of such nature as to not be curable within 10 days (in which case the cure period shall continue so long as the cure is pursued to completion by due diligence), shall have the option to pursue all remedies available at law orin equity, including, without limitation, the recovery of damages, and where appropri ate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non- defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. 10. ATTORNEYS FEES. (a) Grantee shall reimburse Grantor, within 30 days after receiving any invoice from Grantor, for all reasonable attorneys' fees incurred and paid out of pocket by Grantor in relation to the negotiation, execution and performance of this Agreement. The engagement of Grantor's legal counsel shall be limited to a reasonable scope and extent. Following the making of this Agreement, Grantor's legal counsel will not be so engaged in the absence of a good faith belief that Grantee is in breach of its obligations hereunder. The invoicing for such fees shall substantiate the amounts thereof in reasonable detail, and shall account for those fees based on hourly billings and rates. (b) In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). U 665396.7 ILWAM I VIV05 10:57 AM 4 IL SUCCESSORS IN INTEREST; ASSIGNMENT. The Easement and terms of this. Agreement shall touch and concern and run with the land as. a benefit and burden to the ownership of the Easement Area. All references to "Grantor" shall be deemed to encompass and include its Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refi-ain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of~Grantee, and Grantee's interests in the Easement Area and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests; ; including the Easement, may be assigned by Grantee, by recorded instrument, to (a) any affiliate of Grantee or other entity that operates the Chair Lifts, which assignment will not require Grantor's consent; or (b) any other party acquiring an ownership interest in the Core Property or any portion thereof, provided such assignment is first given Grantor's written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Grantee will remain liable for its; obligations hereunder, except that Grantee shall be released from its obligations under any assignment where the assignee is approved by Grantor in writing and assumes. Grantee's. obligations hereunder by an assignment instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided`in any recorded assumption made by such successor as an assignee. In the case of any assignment, and subject to the foregoing provisions (including any possible continuing liability of the assigning Grantee), the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 12. AUTHORITY. Grantee hereby represents to. Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's. entry into this. Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes. the duly authorized corporate and association action of Grantor; and that this Agreement is binding on Grantor, and also on its Members to the extent of the Members' interests in common elements constituting part of the Condominium (including, without limitation, any improvements constituting common elements). 13. SEVERABILITY. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 6653%.7 JLW"N 11114M5 10:57 AM 5 0 • 14. ENTIRE AGREEMENT. This Agreement and any other contracts or agreements specifically referred to herein represent the entire -agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 15. RULES OF CONSTRUCTION. The headings that appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 16. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 17. MODIFICATION AND. WAIVER. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its, rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 18. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 19. NOTICES; BUSINESS DAYS. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (a) when hand delivered to the intended recipient, by whatever means; (b) three business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (c) one business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (d) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (a), (b) or (c) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. 6653%.7 ]LwAM 11/laros1os7AM 6 • If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Lion Square Condominium Association, Inc. 660 West Lionshead Circle Vail, CO 81657 Attention: Bill Anderson, General Manager Fax No.: (970) 476-7423 Phone: (970) 476-2281 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than 6653%.7 n WAM 11/1"5 10:57 AM 7 0 9 a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 20. RECORDING. This Agreement may be recorded in the Records at the election and expense of Grantee. IN WITNESS WHEREOF, Grantor and Grantee have made this Temporary Access Easement Agreement as of the day, month and year first above written. STATE OF INDIANA ) ss: COUNTY OF LA ~e ) GRANTOR LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By: Name: o ,L 7- o Title: ~s The foregoing instrument was acknowledged before me this ) 5 day of No Ve.n 2005, by arc j r, c L- 4.0 (+A a-F as 1~res , J e fN F- of Lion Square. Condominium Association, Inc., a Colorado nonprofit corporatibn. Witness my hand and official seal. My commission expires: • SM e of kd= tatur e blocks continue on next page] Notary PuR1r Notary Public 665396.7 JLWARN 11/14/05 10:57 AM 8 • STATE OF COLORADO ) ss: COUNTY OF \ The foregoing ins e t was acknowledged before me this tc day of~r b ~ 2005, by ~ Uh n as i lAc, c., of.The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission Approved as to Form: • 665396.7 JLWAM 11/14/05 10:57 AM 9 E7MIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at -Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. U 665396.7 JLWAM ] in"5 10s7 AM A-1 • • EXHIT B Easement Area • • 665396.7 XWAM 11/14/0510:57 AM D-1 \ 4. \ / 111100 * I,::rl dTEMPORA#~Y ASPHALT a / SIDEWALK' AT EXJSTIh10` / d ROUND ELEVATION 1 PROPOSED 1 TEMPORARY r:<' ? ASPHALT SID (SEE DETAIL) MPORAR SIDEWALK FLOW DIRECTION t ARROW TYP.) i U CONNECT ff f` j 5c TEMPORARY SIDEWALK TO STREET. f ' SOUTH EDG f f 5i[)EY!ACK C - - / i/ SIOUTH EDC d i d ST©P } S1DEW TO :SH GONS1 • TRAILE % • K Archit=E of Rmord The -ArraBelle - 4 s 0 at Vail Square DRAWING N0: CSK-028.1 1 f~cnv«, G,liK,dn (}mQ / REFERENCE: NA Civil Hn inc« b Vail Resort ISSUE: PR-026 DATE: 10-10-OS Alpine Engineering, Inc. V C Development Company SCALE: 1"=30' DRAWN ad, olorado Avon, Colorado BY: HM EXHIBTI' C Plans ~J • r 665396.7 )LWARN 11114/05 10:57 AM C-1 • . i EXHIBIT C The temporary sidewalk will be constructed of two inches of asphalt on top of gravel backfill. The limits of the walkway will be as defined within Exhibit B. Between the walkway and the excavation for the Arrabelle at Vail Square, an eight-foot high painted plywood wall will be constructed to separate pedestrians from construction activities. East of Lion Square Lodge, Plexiglas windows will be installed in the upper third of the wall. Upon completion of the wall and backfill activities, an additional six- foot high wall will be constructed east of Lion Square Lodge and west of the temporary sidewalk. The final location-and design of this wall will be mutually agreed to.by Lion Square Lodge and The Vail Corp. The Vail Corporation and Lion Square Lodge will agree to any other changes to the initial layout of the wall. If there is a need to move the wall, both parties will agree on the new layout and configuration. E EAGLE COUNTY RECORDER. COLORADO 9 3'f 6 3 0 TEAK J SIMONTON 1:38:17PM 174 REC: $106.00 DOC4 PAGES: 21 11/21/2005 3. SH3 rI LJ CONSTRUCTION EASEMENT AGREEMENT (See Attached) P~1 10 After recording; please call Gerry Arnold at 845.2658 to pick up this document. • 0 3. SH3 CONSTRUCTION EASEMENT AGREEMENT THIS CONSTRUCTION EASEMENT AGREEMENT ("Agreement") is made as of the /s day of , 2005, by and between LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS : A. Grantor is the governing owners association for Lion Square Phase II Condominiums and Lion Square Phase III Condominiums (collectively the "Condominiums") located in the Town of Vail, State of Colorado (the "Town"), which Condominiums were established by (i) the condominium map or maps for Phase II recorded in the real property records for Eagle County, Colorado (the "Records"), on August 18, 1972, in Book 225 at Page 105, and January 26, 1973, in Book 227 at Page 427, and the condominium map for Phase III recorded on January 30, 1973, in Book 227 at Page 513, and (ii) the related condominium declaration for Phases II and II recorded in the Records on August 18, 1972, in Book 225 at Page 104, as supplemented by instrument recorded January 30, 1973, in Book 227 at Page 512. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within those condominium maps and the condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is referred to herein as the "Core Property" and is described on Exhibit A attached hereto and incorporated herein by this reference. The Core Property is commonly known or referred to as the "Lionshead Core." Grantee intends to commence the development and construction (the "Core Construction") on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). For purposes of this Agreement, Core Construction shall be regarded as commencing when on-site construction of building improvements within the Core Project begins pursuant to one or more building permits issued by the Town. C. In order to commence construction on the Core Property, Grantee has requested that the Grantor grant an easement to install and use, on, within and under portions of 4L the Servient Estate, tieback anchors and other components of a construction shoring system, 639297.2 RUISH • • including soldier beams and related materials, which as part of such system are necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (those tiebacks and other components of the shoring system to be located within the Servient Estate being referred to hereinafter as the "Shoring"). The construction and installation process for the Shoring is sometimes referred to hereinafter as the "Shoring Construction," and the Shoring Construction and Core Construction are sometimes referred to hereinafter collectively as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. GRANT OF CONSTRUCTION EASEMENT. The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement upon, over and beneath the Servient Estate for the construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Shoring in conjunction with and throughout the course of the construction, installation and development of the Core Project (the "Easement"). The Easement granted by this Agreement shall be limited to and solely for the construction, installation, existence, use and enjoyment of the Shoring, to be located in material conformity with the Plans (hereinafter defined), and those activities reasonably necessary for the performance of the obligations and exercise of the rights under this Agreement of Grantee and its respective successors and assigns. The Easement shall cover an area within and under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the Construction, is reasonably necessary or appropriate for the Shoring Construction in accordance with the Plans, and otherwise for the use and enjoyment of the Easement for its intended purposes. 2. TERM OF EASEMENT. The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement. The Easement shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements developed by Grantee on those portions of the Core Property adjacent to the Servient Estate. In the event that the commencement of Core Construction has not occurred by January 1, 2009, or the completion of the Core Construction has not occurred within 36 months after the commencement of such Core Construction, then the Easement shall terminate and be of no further force or effect (and the parties shall confirm such termination by a recorded written instrument to that effect executed by Grantor and Grantee). Grantee may also elect to relinquish the Easement and thereby terminate this Agreement by executing and recording an instrument to that effect in the Records. The Easement may be used and enjoyed by Grantee (which may include any and all affiliates of Grantee), Grantee's agents, employees, contractors, and designees, and any other agents, contractors and invitees acting by, through or under any of them 4w, (collectively with the Grantee, the "Permittees"). However, for any use of the Easement by 638297.2 RCFISH 2 s • Grantee's contractors, or any subcontractors engaged by, through or under them, the applicable contractor(s) and/or subcontractor(s) will be subject to Grantor's prior written approval, not to be unreasonably withheld or delayed (provided that G.G. Shaw, Inc. and its affiliates, and their subcontractors, and also Schnabel Foundation Company, are pre-approved). For purposes of this Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee. 3. CONSTRUCTION PROCESS. (a) Grantee covenants to the Grantor that the Shoring will be constructed and installed in conformity with the plans and specifications therefor identified on Exhibit B attached hereto and incorporated herein by this reference (the "Plans"). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications are approved in advance by Grantor, which approval will not be unreasonably withheld or delayed, and such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will promptly be provided a copy of any proposed modification pursuant to the foregoing. In addition, if Grantor or its Members, or anyone acting through them, undertakes any construction on the Servient Estate that alters any utility or other subterranean improvements or facilities within the Servient Estate ("Grantor Construction'), and any Grantor Construction commences before Grantee begins any Construction, then Grantee shall be required to modify the Plans as necessary to accommodate the Grantor Construction, which modifications of the Plans will be subject to Grantor's approval in accordance with the foregoing provisions. Conversely, if Grantee begins Construction before any Grantor Construction is commenced by or through Grantor or its Members, Grantee shall be entitled to proceed with the Shoring Construction in accordance with the then pre-existing Plans, without any required modifications. Grantor will give Grantee written notice of any Grantor Construction work at least thirty (30) days before it commences. Grantor represents that there are no plans presently pending for any Grantor Construction on the Servient Estate. (b) Grantee covenants that the Shoring Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements presently located on the Servient Estate (the "Servient Improvements"); that the Core Construction and Shoring Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto; and that the Shoring Construction will not break, cut or impair the normal function of any utility lines or facilities located on and serving the Servient Estate. • 639297.2 RCFlSH 3 i i 4. MECHANICS' LIENS. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to attach to or be recorded against the Servient Estate that arise from the Core Construction or the work to be performed by Grantee under this Agreement, unless Grantee secures the release of or provides security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold Grantor and the Servient Estate harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish the Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 5. MONITORING SERVIENT ESTATE. Grantee shall institute measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient improvements that is caused by the undertaking of the Construction and that results in damage to the Servient Improvements (a "Material Movement"). In furtherance of the foregoing: (a) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified building inspector to conduct a physical survey inspection of the interior and exterior of the Servient Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing condition of the Servient Improvements prior to the commencement of the Construction. Without being required to incur any related out-of-pocket costs (unless Grantee agrees in writing to reimburse the same, or they are reimbursable as part of the fees of "Grantor's Engineer" as set forth below), Grantor shall cooperate promptly and diligently with such building inspector in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. (b) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified expert (which may be a surveyor or engineer) to install monument 636297.2 RCFISH 4 • 0 measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee's expert in accordance with ordinary construction practices. Initial readings of the Monument Devices will be taken prior to any Shoring Construction or Excavation (as defined below), in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee, at Grantee's expense, shall also engage a qualified expert (which again may be a surveyor or engineer) to take readings from the Monument Devices as set forth below, and to otherwise consult and furnish customary services for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) no less frequently than once a calendar month at such time as any Shoring Construction on the Servient Estate or, any Excavation has commenced, and thereafter until the foundation of the Core Project is completed and for an additional period of six (6) months following completion of the foundation (or in such greater frequency as may be mutually determined by the parties based on prevailing circumstances from time to time), and (B) no less frequently than once every six (6) calendar months thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for any building improvements within the Core Project that are adjacent to the Servient Estate). "Excavation" shall mean the undertaking of construction excavation for the Core Project within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor promptly apprised of the results and data from readings of the Monument Devices, and upon request of Grantor from time to time, will otherwise consult reasonably with Grantor on the status of the Construction activities in relation to the provisions of this Agreement. (c) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall institute all measures necessary to prevent any further foundation or other structural damage that may result from the ongoing Construction process ("Supplemental Measures"), and shall discontinue or alter Construction to the extent necessary to prevent such further structural damage until those Supplemental Measures are implemented. Grantee shall also be obligated to undertake any and all repairs necessary to remedy any damage caused to the Servient Improvements as a result of the Construction, whether structural or non-structural. In that regard, the Grantee shall have prepared and furnished to Grantor proposed plans for any repairs and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any damage to the Servient Improvements caused by the Construction, and the requisite repairs therefor, in accordance with and subject to the terms of Grantee's indemnity under paragraph 9 below. • 638297.2 RCFISH 5 • • (d) Grantor may engage a qualified structural engineer to consult with Grantor in connection with the monitoring process under the foregoing provisions of this paragraph 5, Grantor's review of the Plans and any modifications thereof, and any other functions arising under this Agreement involving the Grantor which pertain to structural engineering ("Grantor's Engineer"). Grantor agrees that Grantor's Engineer will also be engaged by the Related Associations (defined below) to act as the "Grantor's Engineer" under their respective Related Agreements (defined below). (e) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 5. 6. REPRESENTATIVES. Grantor and Grantee shall each designate one individual to act for the designating party and represent the interests of the designating party in connection with this Agreement for purposes of communicating and dealing with the other party (in each case a "Representative"). Each party shall designate its Representative by notice to the other party given within five (5) business days after the date of this Agreement. Thereafter, either party at its election may change its Representative upon further written notice to the other party. In any case, only one individual may serve as a party's Representative at any time. Approvals or consents given by one party's Representative may be relied upon by the other party. Grantor agrees that Grantor, together with Lion Square Condominium Association, Inc., and Lion Square North Condominium Association, Inc. (the "Related Associations," acting under their respective Construction Easement Agreements made with Grantee in conjunction with this Agreement (the "Related Agreements")), will always jointly select one party to act as their common Representative. 7. NON-EXCLUSIVE. The Easement shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any Grantor Construction and any and all other purposes that are not inconsistent with the terms of the Easement and this Agreement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its own behalf and on behalf of its Members, specifically agrees that none of them shall do or permit anything to be done which physically disturbs or impairs the function of the Shoring during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees in accordance with the provisions of this Agreement. 8. INSURANCE. At all times during the term of this Agreement, Grantee shall carry and maintain or shall cause its general contractor to carry and maintain, in full force and effect, at its sole cost and expense, the following insurance policies with insurance companies duly qualified to do business in the State 639297.2 RCFISH 6 of Colorado and having a rating of not less than A as established by Best and Company. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Grantor of any material change or cancellation. Grantor shall be named as an additional insured under the liability policy required by paragraph 8(a) below. (a) Commercial general liability insurance for the Construction in and about the Servient Estate and Core Property in an occurrence format and in an amount of $1,000,000 per occurrence ($2,000,000 in the aggregate), to be supplemented by excess liability insurance in an amount of $10,000,000, which shall include a per project aggregate limit endorsement, and including the following coverages: contractual liability; personal injury, broad form property damage, independent Grantee's and Core Property operations. This liability coverage will be free from the "XCU" exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case may be subject to standard exclusions for environmental matters. (b) Workers' Compensation insurance in accordance with the provisions of the Workers' Compensation Act of the State of Colorado for all workers accessing the Servient Estate. Grantee agrees to provide or cause its general contractor to provide Grantor with certificates of insurance evidencing the policies listed above prior to commencement of any construction on the Servient Estate. 9. INDEMNITY. Grantee shall indemnify and defend Grantor and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, resulting from the use by Grantee or any of its Permittees of the Servient Estate or the Easement or arising out of Grantee's performance of this Agreement, or the Core Construction or the Shoring Construction, including, without limitation, those caused by any negligence, willful misconduct or errors or omissions of Grantee or its Permittees while engaged in any activity on or involving the Servient Estate. This indemnity will also apply to and include costs and expenses, including reasonable legal fees, incurred by the indemnified parties in connection with any indemnified matter. In no event, however, will this indemnity apply to any loss of income or revenue or property value that is based on circumstances other than physical damage to the Servient Improvements, and Grantee and its Permittees will have no liability therefor. In addition, this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor or any other indemnified party, and shall also be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. • 636297.2 RCFISH 7 10. OBLIGATIONS OF GRANTEE. In consideration of receiving permission from Grantor to use the Servient Estate, Grantee agrees to comply, at its sole cost and expense, with all of its obligations set forth in this Agreement, including, without limitation, the following: (a) Grantee shall reimburse Grantor, within 30 days after receiving any invoice from Grantor, for all reasonable attorneys' fees and reasonable fees of Grantor's Engineer incurred and paid out of pocket by Grantor in relation to the negotiation, execution and performance of this Agreement (provided that these reimbursement obligations are subject to the provisions of paragraph 12 below). The engagement of Grantor's legal counsel and Grantor's Engineer shall be limited to a reasonable scope and extent. Following the making of this Agreement, Grantor's legal counsel will not be so engaged in the absence of a good faith belief that Grantee is in breach of its obligations hereunder. The invoicing for such fees shall substantiate the amounts thereof in reasonable detail, and shall account for those fees based on hourly billings and rates. (b) Grantee shall obtain any requisite approvals from regulatory authorities for the Shoring Construction on the Servient Estate, including without limitation, any municipal or quasi-municipal body or any state, federal or local governmental agency or authority, which controls or may control the activities undertaken by Grantee or its Permittees under this Agreement on the Servient Estate. Grantee shall contract with its general contractor to be responsible for its own safety program and compliance with applicable Occupational Safety and Health Act regulations. (c) In prosecuting the Shoring Construction and Core Construction, Grantee shall comply with the applicable construction regulations and procedures of the Town, as applied and enforced by the Town, including, without limitation, regulations and procedures addressing the following: (i) Requirements for construction fencing and other protective barriers; (ii) Control of erosion, dust, mud and other sediment generated from the Core Construction process, including such requirements related to soil stockpiling; (iii) Maintenance of roadway access for the Servient Estate, including, but not limited to, regulation of related construction parking and deliveries; and (iv) Maintenance of the Core Property construction site for keeping it free from undue accumulation of waste materials, hazardous waste, rubbish and debris caused by Grantee's Core Construction, and 4L including, without limitation, applicable permitting requirements 638297.2 RCFISH 8 for control of the quantity and quality of stormwater or sediment runoff. (d) Grantee shall protect the Servient Estate, including existing improvements or vegetation, from damage arising from Grantee's activities in relation to the Core Construction, and shall be obligated to provide repairs or replacements for any such damage. (e) Grantee shall perform the following, at Grantee's sole cost and expense, as directed by and to the reasonable specifications and satisfaction of Grantor, on or before the termination of the Easement: (i) Remove anything and everything that Grantee has placed on the Servient Estate, except that Grantee may leave the Shoring in place (subject to the provisions of paragraph 15(a) below). (ii) Return the Servient Estate to substantially the same condition existing prior to Grantee's use of the Servient Estate or as approved by Grantor, provided that Grantee shall not be responsible for restoration of any wear and tear or damage caused by circumstances other than the Construction. Any necessary restoration and revegetation shall be accomplished promptly after termination of this Easement and shall be subject to Grantor's reasonable confirmation of compliance with the foregoing requirements. 11. REMEDIES. If a party fails to perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement, then the non- defaulting party, after giving 10 days' prior written notice to the defaulting party of the alleged default, and upon the defaulting party's failure to cure within said 10-day period, or to commence to cure such breach within said ten 10-day period if the breach is of such nature as to not be curable within ten (10) days (in which case the cure period shall continue so long as the cure is pursued to completion by due diligence), shall have the option to pursue all remedies available at law or in equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non- defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. 12. ATTORNEYS FEES. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the 638297.2 RCFISH 9 • prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 13. SUCCESSORS IN INTEREST; ASSIGNMENT. The Easement and terms of this Agreement shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests, including the Easement, may be assigned by Grantee, by recorded instrument, (a) to any affiliate of Grantee that acquires any ownership interest in the Core Property or any portion thereof, which assignment will not require Grantor's consent, or (b) any other party acquiring an ownership interest in the Core Property or any portion thereof, provided such assignment is first given Grantor's written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Grantee will remain liable for its obligations hereunder, except that Grantee shall be released from its obligations under any assignment where the assignee is approved by Grantor in writing and assumes Grantee's obligations hereunder by an assignment instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in any recorded assumption made by such successor as an assignee. In the case of any assignment, and subject to the foregoing provisions (including any possible continuing liability of the assigning Grantee), the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 14. AUTHORITY. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor, and also on its constituent Members to the extent of the Members' interests in common elements constituting part of the Condominiums (including, without limitation, Servient Improvements constituting common elements). ~J 639297.2 RCRSH 10 • 0 15. COMPLETION OF CONSTRUCTION. (a) Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 2 above, or upon relinquishment of the Easement by Grantee as also set forth in that paragraph 2, the Easement shall terminate, Grantor and its Members shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Shoring and shall be deemed to have abandoned the same. Upon such termination of the Easement, it is understood that the Shoring will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same; provided, however, that as part of Grantee's restoration obligations under paragraph 10(e) above, Grantee shall remove any components of the Shoring that protrude above the surface of the Servient Estate (and any further portions of those components as Grantee may elect), and will also remedy any surface disturbances within work areas on the Servient Estate that arise from the Shoring Construction. During the term of the Easement, Grantee will furnish customary safety measures, in accordance with generally prevailing construction industry practices, to protect against any hazards arising from any such protrusion of Shoring components above the surface. Upon such abandonment of the Easement and Shoring, Grantor, in turn and at its election and without obligation to Grantee, may leave the Shoring in place or otherwise manage, treat or dispose of the Shoring in any manner permitted by law, and Grantee will have no further obligation in connection with the Shoring commencing from and after such abandonment; provided, however, that the foregoing will not limit any obligations of the Grantee hereunder accruing prior to the abandonment and termination, including, without limitation, any indemnified matter under paragraph 9 above accruing from events arising prior to the abandonment and termination. In addition, that indemnity will survive and continue in effect after such abandonment and termination with respect to any damage to the Servient Improvements within the scope of such indemnity which accrues within five (5) years thereafter, and for which the Grantor commences a proper legal proceeding within that 5-year period, or any shorter period as may be required by limitations of actions imposed by law (and for this purpose, the indemnity shall not apply to any damage caused by actions of the Grantor, its Members, any other indemnified party, or any contractor or party acting by, through or under any of them). Grantee shall be allowed reasonable opportunity to mitigate any indemnified loss or damage, and for that purpose will be allowed access to the Servient Estate as necessary or appropriate even following the abandonment and termination of the Shoring and Easement. (b) Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from further obligations and duties hereunder (subject to surviving liabilities as set forth in paragraph 15(a) above). Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the 639297.2 RMSH 11 • • right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 16. SEVERABILITY. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 17. ENTIRE AGREEMENT. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 18. RULES OF CONSTRUCTION. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 20. MODIFICATION AND WAIVER. No purported modification of the terns of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 21. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 22. NOTICES; BUSINESS DAYS. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three 638297.2 RCFISH 12 0 9 (3) business days after the same is deposited in the United States mails, with adequate postage (46,, prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Lion Square Phase II and III Condominium Association, Inc. 660 West Lionshead Circle Vail, CO 81657 Attention: Bill Anderson, General Manager Fax No.: (970) 476-7423 Phone: (970) 477-4432 • 639297.2 RCRSH 13 0 9 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 23. RECORDING. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] • • 638297.2 RUISH 14 0 0 IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and year first above written. GRANTOR: LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By: Name: f. ~-w k L~ _ S Title: a SARAH L. WEBER STATE OF COLORADO ) Notary Public ss: gale of Colorado COUNTY OF The foregoing instrument was acknowledged before me this S~ day of 20p5-, by ~e [ P i ~I vl r►'f ' v [ ~t o ion Square Phase II and III Condominium Association, Inc., a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires: ~o ~1 '11U`1 Notary Public [Signature blocks continue on next page] • 638297.2 RUISH 15 E 0 GRANTEE: C~ STATE OF COLORADO COUNTY OF qc, / e- ss: The foregoing instrument was acknowledged before me this day of 20,!2C, by Ma y&, as ( 0 of The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: 1a/6 I/,;? 01) (SI' Notary Public JALionshead Core\Agrmt-Esmnt-Tieback-LionSquarePhasell&III-FYNAL.doc ~0T.ARy. PUBLIC 1~1 638297.2 RUISH 16 THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation • • EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, VaiULionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, VaiULionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. I►J 638297.2 RCFISH A-1 i ~ EXHIBIT B Plans And Specifications For Shoring [See the attached] • 638297.2 RCFlSH B-1 L • ~aO("Ad 01:85:10 SOOT/+l/LO "6woSX:)V 8311-il8lHX3\6-0\-IIYtl3AO\OV3H5vOn\:d A a .i [1 O q M 10 N N 00 pp 00 00 In o O O rn 0 m m m 0 co Go O A z f I I W ~ O Z U z 3 a co 00 w . ^ A w ° wi _ o~ I N W o F+ O U Z V) CL o' CL II l oo j oU W Z aI CL z w i pd W I I ! fx cr ~ z> I C- ~ i I I I Lr. o o U w ~ ~ I i I W Q i I PO i raj N_ Ul) N 0 l LO O O O O O w 0 0 0 W 00 j-4or 'Ad IS:CS:to soot/n/to '6MC'S>17v63LL-1I8IHX3\6NiO\llv83no\oV3H5V0n\:d C, EAGLE COUNTY COLORADO TEAK J SIMONTON 9 3 7 6 3 1 01:38:18PM 173 REC: $41.00 DO' PAGES: 8 11/2112005 (6. DR1-LS-H&IIn • After recording; please call Gerry Arnold at 845.2658 to pick up this document. GRANT OF EASEMENT (See Attached) t ` i • • (6. DR1-LS-H&M) GRANT OF EASEMENT LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to drainage and utilities (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, including applicable utility suppliers, and the contractors, agents, and invitees of any of them. The Easement shall not encumber any below-surface improvements not associated with the Easement. The Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference, and notwithstanding anything to the contrary contained herein, the above ground Improvements are limited to the Improvements shown on Exhibit B. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 642644.2 RCFISH IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of L , 2005. LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By:_.- Name: Title: r~=s v~J i STATE OF COLORADO ) SARAH L. WEBER ) ss. Notary Public COUNTY OF EAGLE ) State of Colorado The foregoing instrument was acknowledged before me this ~S day of ~ p n l 2005, by L ,-o co.rc..c T. Vk Ck6e;n ~Tg as of Lion Square Phase II and III Condominium Association, Inc., a Colorado nonprofit corporation. My commission expires: 1C~1d~ Notary Public • 642s44.2 RcFlSH 2 EXHIBIT A Legal Description of Servient Estate (See attached) • 6428441 RCRSH A-1 1 EXHIBIT A - ~a c a 9 EASEMENT DESCRIPTION a..d ti r I `1 A DRAINAGEtASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM PHASE III, (SUPPLEMENT TO PHASE II) AS RECORDED JANUARY 30, 1973 AT RECEPTION No. 123333, AT BOOK 227 AT PAGE 513, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LION SQUARE CONDOMINIUM PHASE III; THENCE ALONG THE NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III N 44°16'01" E A DISTANCE OF 124.34 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III S 22°03'28" E A DISTANCE OF 12.80 FEET; THENCE S 39°20'22" W A DISTANCE OF 132.15 FEET; THENCE S 22036'23" W A DISTANCE OF 15.62 FEET TO A POINT ALONG THE WESTERLY LINE OF SAID LIONS SQUARE CONDOMINIUM PHASE 111; THENCE ALONG SAID WESTERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III N 02°38'12" W A DISTANCE OF 39.49 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 2308 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN' AND "SPRADDLE" BEARS 720 26'53- W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAI1JLIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY I OTH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05'7 REG f BRENT BIGGS PLS No. 27598 ~oPREPARED FOR AND ON BEHALF OF 0eel ~ N PEAK LAND SURVEYING, INC. 9l SAND P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\6-DRI.doc ~Y 0 U -i n J t J J I I - I I I I I I F" o0 0 I I v C o Q I I ° W O I L co - _ - 1 w I O N N n p O I N N ~ ll') wx \ 1:3~C4: o F-vwizo Lpw= U LO Q Xw~ OZO o L I S04'05'53"E - 154.36' W z r-) w Ln QWJ 0 U _ F w to \ N O A. N r1i t7 \ Ln \ ~`O,9 \ !XA / or, Z0 wW oa we cr- ) Q N D N Y O Ln O m O J f A I o c; N I ar r.. M 0 !/1 Z I z 04 Z^ N L I 0 in NZ O I CO D oa "~o I L) Z F- o 0 I D I a ° N Q~~ _n I 24 EL O N L L OU m~ ° \ I J I Z J Z v J / / Li J ~ ^ I ~ / K) Z q- W W O O I LX Q L~ N Q O< O U 0 a / N Wc~a 0- O I NI t W F- / to Lri < (n a: V) NN W N N < 0 ~ I O 1 ` LLJ Q Z O co o -j z 3. O m 0 N c Q > LLO Q N r l ?o N Z W W 0 UQEn V) Q m N ; ~ Ln a d I \ 132.51' " ' ' I I W - 17 12 N02'38 2.00 IN, I I ~ I ° Z TRACT A ~ Z Z - ` \ I 0 d m LLJ O I S PF 1- CQ ~ , S 0 j 6 440f 'nV t.3Fu v00Z/6Z/60 o's7.,auaso3-a,o,oc~oi~\.(p,adc,d aIwud\sn!q!4.3_o-s3\6.0\TIV83A0\OV3MS Von\°d 0 • EXHIBIT B Depiction of Improvements (See attached) • C 6428402 RCFISH 17-1 %W V40 0 c. 0 ~Pv - FWS ?W5 Kr, \ a \ ~y d Ad Md -QIN UZ O a 0 O LO N Q Q a j O F~ W O O 1 ~P aid C) LLJ N Qa z~ V) :2 ZO _D O 'N U Z ZO M N O N o ~W M C) Iw F O Z = w O a LLJ W v L,J o Q In O o Cr) Z O w _ k O Ot V) J 0 Z Ln N O M^ p o ~ O 0 aa" J U O a 0 m L rr^^ W U i ~ U - Me N0 V~~~JJJ I O Z J 2 O Q J ct: _ 1 ♦ j e~ y c EAGLE COUNTY RECORDER, COLORADO 937632 TEAK J SIMONTON REC: $56.00 DOC 11:38:19PM PAGES: 11 11121/2005 (13A.H A3A LS H&IIn GRANT OF EASEMENT t, 1 (See Attached) After recording; please can Gerry Arnold at 845.2658 to pick up this document. 0 • GRANT OF EASEMENT • (13A.H_A3A LS H&M) LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, and pursuant to all requisite authority and on its own behalf and on behalf of its members, hereby grants and conveys to and THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc ("Grantee"), whose street address is P. O. Box 7, Vail, Colorado 81658, a perpetual easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (together, the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to an access way (the "Access Improvements") and for access, by vehicular and pedestrian traffic and other forms of transport, on, through and across the Access Improvements to and from adjacent properties. The Access Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Easement shall otherwise be governed by the following terms and conditions: 1. The Easement shall constitute an easement appurtenant for the benefit of Grantee as the owner of those real properties legally described on Exhibit C attached hereto and incorporated herein by this reference (the "Dominant Estate"), and shall run to the benefit of and may be enjoyed by Grantee, any and all of Grantee's successors in interest in the ownership of the Dominant Estate or any portion thereof, any tenants or other residents or occupants claiming by through or under Grantee or such successors, and the agents, employees, customers, contractors, licensees and invitees of any of them (collectively, the "Invitees"). Grantee may also grant other parties (including other property owners), by instrument of record, further easements or licenses, whether revocable or irrevocable, to use and enjoy the access rights under the Easement, and to that extent those easement or license grantees will also be beneficiaries of the Easement and included within the Invitees. 2. The Grantor, for itself and its constituent members, and the Invitees of any of them, reserves the right to use and enjoy the Servient Estate and the improvements thereon from time to time for Grantor's own access purposes as an appurtenant benefit to the applicable real property legally described on Exhibit D attached hereto and incorporated herein by this reference. These reserved rights and the Easement rights shall be exercised and applied to reasonably accommodate one another, and each will be qualified by the other. These reserved rights will also inure as an appurtenant benefit to Lion Square Condominium Association, Inc., and Lion Square North Condominium Association, Inc., and their respective constituent members (again with respect to the applicable real property described on Exhibit D hereto), and the Invitees of any of them. 3. Grantor, on its own behalf and on behalf of its constituent members, covenants that Grantor will not do or permit to be done anything which violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Invitees. Grantor specifically covenants, without limitation, that no building structure will be located within the 642843.3 RCFISH 0 • Servient Estate. Grantor further covenants to warrant and forever defend Grantee in the quiet and peaceful use, enjoyment and possession of the Easement. 4. This instrument and the Easement shall touch and concern and run with the land as a burden to the Servient Estate and benefit to the Dominant Estate and shall be binding upon and inure to the owners thereof and their successors in interest. However, each Invitee other than Grantee shall be limited, in the enjoyment of the Easement, to use of the access rights which are a part thereof. In that regard, the rights of The Vail Corporation, as the Grantee named herein, in the Easement may be expressly assigned of record to any party (which may include, without limitation, any owners' association or governmental entity having authority in connection with the Dominant Estate or any portion thereof), and such assignee shall then become the Grantee for purposes of the foregoing. 5. This instrument and the Easement shall be governed by and construed in accordance with the laws of the State of Colorado. The Easement and the terms of this instrument shall be applied consistently with and subject to the applicable provisions under that certain Covenant Governing Easements made among Grantor, Grantee, Lion Square Condominium Association, Inc., and Lion Square North Condominium Association, Inc., and recorded in the real property records for Eagle County, Colorado, on or about the same day as the recording of this instrument. [Balance of page intentionally left blank] • LJ 642843.3 RCFISH 2 IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the __L~day of f-1 t~- , 2005. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By: LA Name: - ~c P4-o(.Of~j,3 , Title: Stcie' GS sdd The foregoing instrument was acknowledged before me this day of 2005, by t C- LL) 0 c i d t".Y<,X- as 171cy-~*, er-)+ of Lion Square Phase II and III Condominium Association, Inc., a Colorado nonprofit corporation. My commission expires: 61-1)C)~ ~J 642844.2 RCFISH x n0-14-1 Notary Public F'v EXHIBIT A LEGAL DESCRIPTION OF THE SERVIENT ESTATE (See attached) • 642843.3 RMSH A-1 EXMIT /I - pa y ( y EASEMENT DESCRIPTION A VEHICLE ACCESS EASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM PHASE III, (SUPPLEMENT TO PHASE In AS RECORDED JANUARY 30, 1973 AT RECEPTION No. 123333, AT BOOK 227 AT PAGE 513, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LION SQUARE CONDOMINIUM PHASE III; THENCE ALONG THE NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE ID N 44°16'01 E A DISTANCE OF 36.65 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III S 24°49'11" W A DISTANCE OF 44.79 FEET TO A POINT ALONG THE WESTERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III; THENCE ON SAID WESTERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE ID N 02°38'12" W A DISTANCE OF 24.92 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 317 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HART) SPC 83. THE ROTATION TO VAIIJLIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'). +r~0 RE v '37r,,012-OT BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Nvate Property\13-HA}A.doc ~ I I ~ _j I U I ~ ~ i. H 00 D i r J J a ~ ~ I I O U Q I I I ~ W c) C! L co I N W N N M OO I to N N o L 1 I O N I Ln Z I II nN O I Z t_ ~ 1A N Z 00 1 d O N I O no- Etz I N a - 0 I 0 z o Q o 1 L U ~NZO Q F f=cn Ln I I Q D! 00 W OW 1 ~ N O m w J / ` O J i c*4 C) ~2 00 'n Oo < a I W a ~I \ c ~0 9 / / O (n r: rz 1 < V) . ~ 4 04 C Q a N N N I I • F- w~ O r- Z 0 w w C9 O 0 O Q 0_ W Q N (n 0 N 0 om J in cD O U) 04'05'53"E - 154.36' I ' co ~ 0 W 2 0 3 CC)I Z O O O mm Q _ NONE N 0 ° ¢ w LLJ a r m N = I . a n N02'38'12"W - 172.00' I ~ 1I o _z I 1 'f TRACT A I ~z \ Z Z d ~ W f1: x0 ~WI1,U ,w~ ca:D z 00 U wuzo C U W xa~ >MO ZZ O aE r7 ~40r 'Ad Z£:6£40 7DOZ/0£/60 'tiros»auaso3-a~o~os.»~\s»auaso3 Dlc'ozIo!-I\sligi x3-tus3\6ro\llytl3n0\Oe'3HSV0n\:d 0 • EXHIBIT B DEPICTION OF ACCESS EVIPROVEMENTS (See attached) • • 642843.3 RCRSH B-1 0 • • • EXHIBIT C LEGAL DESCRIPTION OF THE DONIINANT ESTATE Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 6428433 RCRSH C-1 s • EXHIBIT D LEGAL DESCRIPTION OF PROPERTY BENEFITED BY GRANTOR'S RESERVATION Lion Square Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on April 9, 1971, at Book 220, Page 177, and the related condominium declaration also recorded April 9, 1971, at Book 220, Page 176; Lion Square Condominiums Phases II and III located in the Town of Vail, State of Colorado, which Condominiums were established by a condominium map or maps for Phase II recorded August 18, 1972, at Book 225, Page 105, and January 26, 1973, at Book 227, Page 427, and the condominium map for Phase III recorded January 30, 1973, at Book 227, Page 513, and the related condominium declaration for Phases II and III recorded August 18, 1972, at Book 225, Page 104, as supplemented by instrument recorded January 30, 1973, at Book 227, Page 512; and Lion Square North Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on August 16, 1975, in Book 239 at Page 408, and the related condominium declaration recorded on August 16, 1975, in Book 239 at Page 407. All recordings referenced above are in the real property records for Eagle County, Colorado. • 6428433 RCFISH D-1 GHWLL LUUK I T KLUUKUCK r GULUKMUU ~.J V V TEAK J SIMONTON ~ V V '3S:20PM 173 REC: 546.00 flOC= PAGE;: ~ J21J2005 GRANT OF EASEMENT (13B. H_A3B LSII&III) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. • GRANT OF EASEMENT 16(13B. H_A3B LSU&" LION SQUARE PHASE H AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee', whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, and over that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of sidewalks, walls, landscaping, streetscaping, or other improvements associated with any adjacent rights-of-way or access ways, whether public or private, as more fully described below (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Easement shall not encumber any below-surface improvements not associated with the Easement. The improvements undertaken will be generally consistent with the plans set forth and/or referenced on Exhibit B attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements. to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, and benches). Any walls or street lights in addition to those provided for on Exhibit B, if any, or any walls so provided for but exceeding the height limitation therefor on Exhibit B, as applicable, will specifically constitute a material modification or supplement. Areas planned as sidewalks will constitute pedestrian ways for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. Grantor shall have no obligation to maintain any improvements instituted pursuant to the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • e IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of 2005. LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By:~,-~-~ Name: Title: ' , lo L7"it - F =Notaary STATE OF COLORADO ) ss. COUNTY OF E AGLE ) The foregoing instrument was acknowledged before me this s day of -A r ( 2005, by Lc ~r~nc~ T. fluO -ntTtz . as P v Si P r'1 of Lion Square Phase II and III Condominium Association, Inc., a Colorado nonprofit corporation. My commission expires: «113 10-1 Notary Public -AA I ➢PFtC}i 2 EXHIBIT A Legal Description of Servient Estate (See attached) is • A-1 EXHIBIT A - 4 5 to EASEMENT DESCRIP A HARDSCAPE AND PEDESTRIAN ACCESS EASEMENT LOCATED WITHIN LION SQUARE CONDOMINIUM PHASE III, (SUPPLEMENT TO PHASE In AS RECORDED JANUARY 30, 1973 AT RECEPTION No. 123333, AT BOOK 227 AT PAGE 513, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: • COMMENCING AT THE NORTHWEST CORNER OF SAID LION SQUARE CONDOMINIUM PHASE III; THENCE ALONG THE NORTHERLY LINE OF LION SQUARE CONDOMINIUM PHASE III N 44-160 1" E A DISTANCE OF 36.65 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE ID N 44°16'01" E A DISTANCE OF 87.69 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III S 22°03'28" E A DISTANCE OF 2.50 FEET TO A POINT OF A NON-TANGENT CURVE; THENCE 16.00 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 15°56'21 A RADIUS OF 57.50 FEET, AND A CHORD WHICH BEARS S 36°1841" W A DISTANCE OF 15.94 FEET; THENCE S 44°16'52" W A DISTANCE OF 48.76 FEET TO A POINT OF CURVATURE; THENCE 31.42 FEET ALONG AN ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 19°27'40", A RADIUS OF 92.50 FEET, AND A CHORD WHICH BEARS S 34°33'02" W A DISTANCE OF 31.27 FEET; THENCE S 24°49'11" W A DISTANCE OF 58.26 FEET TO A POINT ON THE WESTERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III; THENCE ALONG SAID WESTERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III N 02°38'12" W A DISTANCE OF 15.18 FEET; THENCE DEPARTING SAID WESTERLY LINE OF SAID LION SQUARE CONDOMINIUM PHASE III N 24°27'40" E A DISTANCE OF 44.79 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 842 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILILIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'j. BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. 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PQ e-, z::) > WMO0 z L) 0 E_ L) U Q I I -aor 'Ad 9E:6S 10 v00Z/Of/60 '6"`cs»auaso3-a,o,os~on\sp~awso3 ajo,osjo!1\51!q!4%3-lus3\6wo\-l-lo2f3n0\OV3HSv011\d 0 4 EXHIBIT B Plans (See attached) 171 LI AA7R4n 7 ItrFICN ' - I ® 0 t to, f ew EAGLE COUNTY RECORDERP COLORADO 937634 TEAK J SIMONTON :38:21PM 174 aoP REC n 5106.00 DOC o °Awv PAGES: 21 11/21/2005 1. SH1 CONSTRUCTION EASEMENT AGREEMENT (See Attached) E After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 0 0 1. SHl CONSTRUCTION EASEMENT AGREEMENT - THIS CONS UCTION EASEMENT AGREEMENT ("Agreement") is made as of the day of ,-l , 2005, by and between LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS: A. Grantor is the governing owners association for Lion Square North Condominiums (the "Condominiums") located in the Town of Vail, State of Colorado (the "Town'), which Condominiums were established by (i) that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on August 16, 1975, in Book 239 at Page 408, and (ii) the related condominium declaration recorded in the Records on August 16, 1975, in Book 239 at Page 407. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within that condominium map and condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is referred to herein as the "Core Property" and is described on Exhibit A attached hereto and incorporated herein by this reference. The Core Property is commonly known or referred to as the "Lionshead Core." Grantee intends to commence the development and construction (the "Core Construction") on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project'). For purposes of this Agreement, Core Construction shall be regarded as commencing when on-site construction of building improvements within the Core Project begins pursuant to one or more building permits issued by the Town. C. In order to commence construction on the Core Property, Grantee has requested that the Grantor grant an easement to install and use, on, within and under portions of the Servient Estate, tieback anchors and other components of a construction shoring system, including soldier beams and related materials, which as part of such system are necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (those tiebacks and other components of the shoring system to be located within the Servient Estate being referred to 636314.3 RUISH • 0 hereinafter as the "Shoring"). The construction and installation process for the Shoring is sometimes referred to hereinafter as the "Shoring Construction," and the Shoring Construction and Core Construction are sometimes referred to hereinafter collectively as the "Construction." Grantor has determined to grant the requested easement in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. GRANT OF CONSTRUCTION EASEMENT. The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction easement upon, over and beneath the Servient Estate for the construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Shoring in conjunction with and throughout the course of the construction, installation and development of the Core Project (the "Easement"). The Easement granted by this Agreement shall be limited to and solely for the construction, installation, existence, use and enjoyment of the Shoring, to be located in material conformity with the Plans (hereinafter defined), and those activities reasonably necessary for the performance of the obligations and exercise of the rights under this Agreement of Grantee and its respective successors and assigns. The Easement shall cover an area within and under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the Construction, is reasonably necessary or appropriate for the Shoring Construction in accordance with the Plans, and otherwise for the use and enjoyment of the Easement for its intended purposes. 2. TERM OF EASEMENT. The Easement shall become effective as of the date of the mutual execution and delivery of this Agreement. The Easement shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur only at such time as Grantee secures a temporary or penmanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements developed by Grantee on those portions of the Core Property adjacent to the Servient Estate. In the event that the commencement of Core Construction has not occurred by January 1, 2009, or the completion of the Core Construction has not occurred within 36 months after the commencement of such Core Construction, then the Easement shall terminate and be of no further force or effect (and the parties shall confirm such termination by a recorded written instrument to that effect executed by Grantor and Grantee). Grantee may also elect to relinquish the Easement and thereby terminate this Agreement by executing and recording an instrument to that effect in the Records. The Easement may be used and enjoyed by Grantee (which may include any and all affiliates of Grantee), Grantee's agents, employees, contractors, and designees, and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). However, for any use of the Easement by Grantee's contractors, or any subcontractors engaged by, through or under them, the applicable contractor(s) and/or subcontractor(s) will be subject to Grantor's prior written approval, not to be unreasonably withheld or delayed (provided that G.G. Shaw, Inc. and its affiliates, and their subcontractors, and also Schnabel Foundation Company, are pre-approved). For purposes of this 636314.3 RMSH 2 \ • Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee. 3. CONSTRUCTION PROCESS. (a) Grantee covenants to the Grantor that the Shoring will be constructed and installed in conformity with the plans and specifications therefor identified on Exhibit B attached hereto and incorporated herein by this reference (the "Plans"). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications are approved in advance by Grantor, which approval will not be unreasonably withheld or delayed, and such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will promptly be provided a copy of any proposed modification pursuant to the foregoing. In addition, if Grantor or its Members, or anyone acting through them, undertakes any construction on the Servient Estate that alters any utility or other subterranean improvements or facilities within the Servient Estate ("Grantor Construction"), and any Grantor Construction commences before Grantee begins any Construction, then Grantee shall be required to modify the Plans as necessary to accommodate the Grantor Construction, which modifications of the Plans will be subject to Grantor's approval in accordance with the foregoing provisions. Conversely, if Grantee begins Construction before any Grantor Construction is commenced by or through Grantor or its Members, Grantee shall be entitled to proceed with the Shoring Construction in accordance with the then pre-existing Plans, without any required modifications. Grantor will give Grantee written notice of any Grantor Construction work at least thirty (30) days before it commences. Grantor represents that there are no plans presently pending for any Grantor Construction on the Servient Estate. (b) Grantee covenants that the Shoring Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements presently located on the Servient Estate (the "Servient Improvements"); that the Core Construction and Shoring Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto; and that the Shoring Construction will not break, cut or impair the normal function of any utility lines or facilities located on and serving the Servient Estate. 4. MECHANICS' LIENS. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to attach to or be recorded against the Servient Estate that arise from the Core Construction or the work to be performed by Grantee under this Agreement, unless Grantee secures the release of or provides 638314.3 RCFISH 3 • • security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold Grantor and the Servient Estate harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish the Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 5. MONITORING SERVIENT ESTATE. Grantee shall institute measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient Improvements that is caused by the undertaking of the Construction and that results in damage to the Servient Improvements (a "Material Movement"). In furtherance of the foregoing: (a) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified building inspector to conduct a physical survey inspection of the interior and exterior of the Servient Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing condition of the Servient Improvements prior to the commencement of the Construction. Without being required to incur any related out-of-pocket costs (unless Grantee agrees in writing to reimburse the same, or they are reimbursable as part of the fees of "Grantor's Engineer" as set forth below), Grantor shall cooperate promptly and diligently with such building inspector in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. (b) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified expert (which may be a surveyor or engineer) to install monument measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee's expert in accordance with ordinary construction 638314.3 RMSH 4 • • practices. Initial readings of the Monument Devices will be taken prior to any Shoring Construction or Excavation (as defined below), in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee, at Grantee's expense, shall also engage a qualified expert (which again may be a surveyor or engineer) to take readings from the Monument Devices as set forth below, and to otherwise consult and furnish customary services for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) no less frequently than once a calendar month at such time as any Shoring Construction on the Servient Estate or any Excavation has commenced, and thereafter until the foundation of the Core Project is completed and for an additional period of six (6) months following completion of the foundation (or in such greater frequency as may be mutually determined by the parties based on prevailing circumstances from time to time), and (B) no less frequently than once every six (6) calendar months thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for any building improvements within the Core Project that are adjacent to the Servient Estate). "Excavation" shall mean the undertaking of construction excavation for the Core Project within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor promptly apprised of the results and data from readings of the Monument Devices, and upon request of Grantor from time to time, will otherwise consult reasonably with Grantor on the status of the Construction activities in relation to the provisions of this Agreement. (c) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall institute all measures necessary to prevent any further foundation or other structural damage that may result from the ongoing Construction process ("Supplemental Measures"), and shall discontinue or alter Construction to the extent necessary to prevent such further structural damage until those Supplemental Measures are implemented. Grantee shall also be obligated to undertake any and all repairs necessary to remedy any damage caused to the Servient Improvements as a result of the Construction, whether structural or non-structural. In that regard, the Grantee shall have prepared and furnished to Grantor proposed plans for any repairs and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any damage to the Servient Improvements caused by the Construction, and the requisite repairs therefor, in accordance with and subject to the terms of Grantee's indemnity under paragraph 9 below. (d) Grantor may engage a qualified structural engineer to consult with Grantor in connection with the monitoring process under the foregoing provisions of this paragraph 5, Grantor's review of the Plans and any modifications thereof, and any other functions arising under this Agreement involving the Grantor which pertain to structural engineering ("Grantor's Engineer"). Grantor agrees that Grantor's 638314.3 RCFISH • • Engineer will also be engaged by the Related Associations (defined below) to act IL as the "Grantor's Engineer" under their respective Related Agreements (defined below). (e) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 5. 6. REPRESENTATIVES. Grantor and Grantee shall each designate one individual to act for the designating party and represent the interests of the designating party in connection with this Agreement for purposes of communicating and dealing with the other party (in each case a "Representative"). Each party shall designate its Representative by notice to the other party given within five (5) business days after the date of this Agreement. Thereafter, either party at its election may change its Representative upon further written notice to the other party. In any case, only one individual may serve as a party's Representative at any time. Approvals or consents given by one party's Representative may be relied upon by the other party. Grantor agrees that Grantor, together with Lion Square Condominium Association, Inc., and Lion Square Phase II and III Condominium Association, Inc. (the "Related Associations," acting under their respective Construction Easement Agreements made with Grantee in conjunction with this Agreement (the "Related Agreements")), will always jointly select one party to act as their common Representative. 7. NON-EXCLUSIVE. The Easement shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any Grantor Construction and any and all other purposes that are not inconsistent with the terms of the Easement and this Agreement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its own behalf and on behalf of its Members, specifically agrees that none of them shall do or permit anything to be done which physically disturbs or impairs the function of the Shoring during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Permittees in accordance with the provisions of this Agreement. 8. INSURANCE. At all times during the term of this Agreement, Grantee shall carry and maintain or shall cause its general contractor to carry and maintain, in full force and effect, at its sole cost and expense, the following insurance policies with insurance companies duly qualified to do business in the State of Colorado and having a rating of not less than A as established by Best and Company. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Grantor of any material change or cancellation. Grantor shall be named as an additional insured under the liability policy required by paragraph 8(a) below. 638314.3 RCFISH 6 • (a) Commercial general liability insurance for the Construction in and about the Servient Estate and Core Property in an occurrence format and in an amount of $1,000,000 per occurrence ($2,000,000 in the aggregate), to be supplemented by excess liability insurance in an amount of $10,000,000, which shall include a per project aggregate limit endorsement, and including the following coverages: contractual liability, personal injury, broad form property damage, independent Grantee's and Core Property operations. This liability coverage will be free from the "XCU" exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case may be subject to standard exclusions for environmental matters. (b) Workers' Compensation insurance in accordance with the provisions of the Workers' Compensation Act of the State of Colorado for all workers accessing the Servient Estate. Grantee agrees to provide or cause its general contractor to provide Grantor with certificates of insurance evidencing the policies listed above prior to commencement of any construction on the Servient Estate. 9. INDEMNITY. Grantee shall indemnify and defend Grantor and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, resulting from the use by Grantee or any of its Permittees of the Servient Estate or the Easement or arising out of Grantee's performance of this Agreement, or the Core Construction or the Shoring Construction, including, without limitation, those caused by any negligence, willful misconduct or errors or omissions of Grantee or its Permittees while engaged in any activity on or involving the Servient Estate. This indemnity will also apply to and include costs and expenses, including reasonable legal fees, incurred by the indemnified parties in connection with any indemnified matter. In no event, however, will this indemnity apply to any loss of income or revenue or property value that is based on circumstances other than physical damage to the Servient Improvements, and Grantee and its Permittees will have no liability therefor. In addition, this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor or any other indemnified party, and shall also be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 10. OBLIGATIONS OF GRANTEE. In consideration of receiving permission from Grantor to use the Servient Estate, Grantee agrees to comply, at its sole cost and expense, with all of its obligations set forth in this Agreement, including, without limitation, the following: (a) Grantee shall reimburse Grantor, within 30 days after receiving any invoice from Grantor, for all reasonable attorneys' fees and reasonable fees of Grantor's Engineer incurred and paid out of pocket by Grantor in relation to the negotiation, 636314.3 RCFiSH 7 0 0 execution and performance of this Agreement (provided that these reimbursement obligations are subject to the provisions of paragraph 12 below). The engagement of Grantor's legal counsel and Grantor's Engineer shall be limited to a reasonable scope and extent. Following the making of this Agreement, Grantor's legal counsel will not be so engaged in the absence of a good faith belief that Grantee is in breach of its obligations hereunder. The invoicing for such fees shall substantiate the amounts thereof in reasonable detail, and shall account for those fees based on hourly billings and rates. (b) Grantee shall obtain any requisite approvals from regulatory authorities for the Shoring Construction on the Servient Estate, including without limitation, any municipal or quasi-municipal body or any state, federal or local governmental agency or authority, which controls or may control the activities undertaken by Grantee or its Permittees under this Agreement on the Servient Estate. Grantee shall contract with its general contractor to be responsible for its own safety program and compliance with applicable Occupational Safety and Health Act regulations. (c) In prosecuting the Shoring Construction and Core Construction, Grantee shall comply with the applicable construction regulations and procedures of the Town, as applied and enforced by the Town, including, without limitation, regulations and procedures addressing the following: (i) Requirements for construction fencing and other protective barriers; (ii) Control of erosion, dust, mud and other sediment generated from the Core Construction process, including such requirements related to soil stockpiling; (iii) Maintenance of roadway access for the Servient Estate, including, but not limited to, regulation of related construction parking and deliveries; and (iv) Maintenance of the Core Property construction site for keeping it free from undue accumulation of waste materials, hazardous waste, rubbish and debris caused by Grantee's Core Construction, and including, without limitation, applicable permitting requirements for control of the quantity and quality of stormwater or sediment runoff. (d) Grantee shall protect the Servient Estate, including existing improvements or vegetation, from damage arising from Grantee's activities in relation to the Core Construction, and shall be obligated to provide repairs or replacements for any such damage. • 638314.3 RUISH (e) Grantee shall perform the following, at Grantee's sole cost and expense, as directed by and to the reasonable specifications and satisfaction of Grantor, on or before the termination of the Easement: (i) Remove anything and everything that Grantee has placed on the Servient Estate, except that Grantee may leave the Shoring in place (subject to the provisions of paragraph 15(a) below). (ii) Return the Servient Estate to substantially the same condition existing prior to Grantee's use of the Servient Estate or as approved by Grantor, provided that Grantee shall not be responsible for restoration of any wear and tear or damage caused by circumstances other than the Construction. Any necessary restoration and revegetation shall be accomplished promptly after termination of this Easement and shall be subject to Grantor's reasonable confirmation of compliance with the foregoing requirements. 11. REMEDIES. If a party fails to perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement, then the non- defaulting party, after giving 10 days' prior written notice to the defaulting party of the alleged default, and upon the defaulting party's failure to cure within said 10-day period, or to commence to cure such breach within said ten 10-day period if the breach is of such nature as to not be curable within ten (10) days (in which case the cure period shall continue so long as the cure is pursued to completion by due diligence), shall have the option to pursue all remedies available at law or in equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non- defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. 12. ATTORNEYS FEES. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. • 636314.3 RCFISH 9 • • 13. SUCCESSORS IN INTEREST; ASSIGNMENT. The Easement and terms of this Agreement shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the Easement shall constitute an easement in gross in favor of Grantee, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests, including the Easement, may be assigned by Grantee, by recorded instrument, (a) to any affiliate of Grantee that acquires any ownership interest in the Core Property or any portion thereof, which assignment will not require Grantor's consent, or (b) any other party acquiring an ownership interest in the Core Property or any portion thereof, provided such assignment is first given Grantor's written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Grantee will remain liable for its obligations hereunder, except that Grantee shall be released from its obligations under any assignment where the assignee is approved by Grantor in writing and assumes Grantee's obligations hereunder by an assignment instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in any recorded assumption made by such successor as an assignee. In the case of any assignment, and subject to the foregoing provisions (including any possible continuing liability of the assigning Grantee), the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 14. AUTHORITY. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor, and also on its constituent Members to the extent of the Members' interests in common elements constituting part of the Condominiums (including, without limitation, Servient Improvements constituting common elements). 15. COMPLETION OF CONSTRUCTION. (a) Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 2 above, or upon relinquishment of the Easement by Grantee as also set forth in that paragraph 2, the Easement shall terminate, Grantor and its Members shall hold the Servient Estate free from the Easement, and Grantee will have no further right to the use and enjoyment of the Easement or Shoring and shall be deemed to have abandoned the same. Upon such 638314.3 RCFISH 10 termination of the Easement, it is understood that the Shoring will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same; provided, however, that as part of Grantee's restoration obligations under paragraph 10(e) above, Grantee shall remove any components of the Shoring that protrude above the surface of the Servient Estate (and any further portions of those components as Grantee may elect), and will also remedy any surface disturbances within work areas on the Servient Estate that arise from the Shoring Construction. During the term of the Easement, Grantee will furnish customary safety measures, in accordance with generally prevailing construction industry practices, to protect against any hazards arising from any such protrusion of Shoring components above the surface. Upon such abandonment of the Easement and Shoring, Grantor, in turn and at its election and without obligation to Grantee, may leave the Shoring in place or otherwise manage, treat or dispose of the Shoring in any manner permitted by law, and Grantee will have no further obligation in connection with the Shoring commencing from and after such abandonment; provided, however, that the foregoing will not limit any obligations of the Grantee hereunder accruing prior to the abandonment and termination, including, without limitation, any indemnified matter under paragraph 9 above accruing from events arising prior to the abandonment and termination. In addition, that indemnity will survive and continue in effect after such abandonment and termination with respect to any damage to the Servient Improvements within the scope of such indemnity which accrues within five (5) years thereafter, and for which the Grantor commences a proper legal proceeding within that 5-year period, or any shorter period as may be required by limitations of actions imposed by law (and for this purpose, the indemnity shall not apply to any damage caused by actions of the Grantor, its Members, any other indemnified party, or any contractor or party acting by, through or under any of them). Grantee shall be allowed reasonable opportunity to mitigate any indemnified loss or damage, and for that purpose will be allowed access to the Servient Estate as necessary or appropriate even following the abandonment and termination of the Shoring and Easement. (b) Upon the termination of the Easement due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from further obligations and duties hereunder (subject to surviving liabilities as set forth in paragraph 15(a) above). Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 16. SEVERABILITY. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected 638314.3 RCFISH 11 • thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 17. ENTIRE AGREEMENT. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 18. RULES OF CONSTRUCTION. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 20. MODIFICATION AND WAIVER. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 21. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 22. NOTICES; BUSINESS DAYS. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the 638314.3 RMSH 12 • • noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the cr case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Lion Square North Condominium Association, Inc. 660 West Lionshead Circle Vail, CO 81657 Attention: Bill Anderson, General Manager Fax No.: (970) 476-7423 Phone: (970) 477-4432 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than 638314.3 RUISH 13 0 0 a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 23. RECORDING. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] L E 638314.3 RCFlSH 14 • • IN WITNESS WHEREOF, Grantor and Grantee have made this Construction Easement Agreement as of the day, month and year first above written. GRANTOR: STATE OF COLORADO SARAH L. WEBER Notary Public ss: State of Colorado COUNTY OF The foregoing instrument was acknowledged before me -this `'day of 4~ , 2~'` by ` (f .ul i as ~r e S i elf a'7 + of Lion Square North Condominium Association, Inc., a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires: /0 /17 -7 Notary Public [Signature blocks continue on next page] • 638314.3 RCFISH 15 LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit • 0 GRANTEE: 0 THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: Name: Title: STATE OF COLORADO COUNTY OF Fa C, I e ss: The foregoing instrument was acknowledged before me this day of fi Apr- , 200 , by M e r to a J): k,-,ti vh as Sr. U i c a ye-s, V .e t' of The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: (L / / 2 U 0 I 1 ~G~ Notary ublic JALionshead Core\Agrmt-Fsmnt-Tieback-LionSquareNorth-FINAL.doc P~ j B L 1C ~ ~ ~F-OF CoL~~'-X • 638314.3 RUISH 16 • • EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 638314.3 RCRSH A-1 EXHIBIT B Plans And Specifications For Shoring [See the attached] • • • 638314.3 ACFISH B-1 • C] G II I \ \ \ 0 I ~ iI I ~ ~i 0 ~ I I f \ \ x i I I \ \ I i i 1 I 1 \ i I i I I I / 1 l i l I i I ~ ,i / L 11 J / d I _.I f o ~ 'I I I 1 \ ~ ' 9~~o b Lll ti - / ~0 r<< of ~ Y f h h h p I 6 Ora 0 ~ ~ ~ o O. a$ i DO V G-5~ ~o O a` ~V 0 ~E cy- O z 0E w < O t~ J n W n° r Q D m 0 L V) O -i U X~ 's g 44 y V 0 Q 0 Z U d ~ W E- A E- O ~ Z U O r_.L U P: E-4 0 0: x O CS zW 6d~ x cr > w z 0 oz a~ 0 E- 07.5 809 5 , . 8097 5 X7,5 8097.0 # ,10.97.0 807.0 - N le sd --I Q G QV \ ~40r 'nd LS:LO:ZO SOOZ/,L/LO '60*SHJv 831L-IIBIMZ3\E-O\IIV83AO\OV3HSVOII\=d I • • A I lw~ I wo i ; O 3 O O ~ a Fla Wz~ xo dzz j w0 4 W V O E-1 ~ U o co I ! ► F G ~wZ Z=W; N< i z o c~ a z W ~ NZDi _d X O 2 WJNi v j o w 1-4 Q M ; Z Z wx N E- C r z o ou Xoz a N N aI H OZ j W_O f O O i ' t U j CJ f of i O O- I U , I W m I / I V J U ° _ 03 N m N j N i (n H 00 j O i co W ! j W PI) ~ N N 0 O O O O O O O O O co co 4 14a' 'Ad 1r:10:ZO SOOZ/,t^O '6.0-SNw8311-1161HX3\6w0\'11ra3AO\atl3HSVOn\=d • EAGLE COLORADO 937635 '38:42PM 173 *aw REC: $56.00 DOC: f PAGES: 11 11/21/2005 11)0. (10. STR1(TUNNEL)LSN) GRANT OF EASEMENT (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 ® * STRI(TUNNEL) LSN) C GRANT OF EASEMENT LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, and pursuant to all requisite authority and on its own behalf and on behalf of its members, hereby grants and conveys to THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantee"), whose street address is P. O. Box 7, Vail, Colorado 81658, a perpetual easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to an underground tunnel (the "Tunnel Improvements") and for subterranean access, by vehicular and pedestrian traffic and other forms of transport, through the Tunnel Improvements to and from adjacent properties. The Tunnel Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Easement shall otherwise be governed by the following terms and conditions: 1. The Easement shall constitute an easement appurtenant for the benefit of Grantee as the owner of those real properties legally described on Exhibit C attached hereto and incorporated herein by this reference (the "Dominant Estate"), and shall run to the benefit of and may be enjoyed by Grantee, any and all of Grantee's successors in interest in the ownership of the Dominant Estate or any portion thereof, any tenants or other residents or occupants claiming by through or under Grantee or such successors, and the agents, employees, customers, contractors, licensees and invitees of any of them (collectively, the "Invitees"). Grantee may also grant other parties (including other property owners), by instrument of record, further easements or licenses, whether revocable or irrevocable, to use and enjoy the access rights under the Easement, and to that extent those easement or license grantees will also be beneficiaries of the Easement and included within the Invitees. 2. Grantor, on its own behalf and on behalf of its constituent members, covenants that Grantor will not do or permit to be done anything which violates or materially interferes with the use and enjoyment of the Easement by Grantee or the other Invitees. Grantor specifically covenants, without limitation, that no building structure will be located within the Servient Estate, and that neither Grantor nor its constituent members shall physically alter, modify, affect, or occupy the Tunnel Improvements, subject to the reserved access rights under paragraph 3 below. Grantor further covenants to warrant and forever defend Grantee in the quiet and peaceful use, enjoyment and possession of the Easement. These covenants are subject, however, to the rights of the Town of Vail under that certain Grant of Easement made on or about the date hereof, and granting the Town of Vail certain easement rights for streetscaping and other improvements associated with rights-of-way or access ways and to be located on the Servient Estate. 3. The Grantor, for itself and its constituent members, and the Invitees of any of them, reserves the right to use and enjoy the Tunnel Improvements within the Servient Estate, as and when the same have been constructed and completed by Grantee, for Grantor's own 642847.3 KFISH 0 access purposes as an appurtenant benefit to the applicable real property legally described on Exhibit D attached hereto and incorporated herein by this reference. These reserved rights and the Easement rights shall be exercised and applied to reasonably accommodate one another, and each will be qualified by the other. These reserved rights will also inure as an appurtenant benefit to Lion Square Condominium Association, Inc., and Lion Square North Condominium Association, Inc., and their respective constituent members (again with respect to the applicable real property described on Exhibit D hereto), and the Invitees of any of them. 4. This instrument and the Easement shall touch and concern and run with the land as a burden to the Servient Estate and benefit to the Dominant Estate and shall be binding upon and inure to the owners thereof and their successors in interest. However, each Invitee other than Grantee shall be limited, in the enjoyment of the Easement, to use of the access rights which are a part thereof. In that regard, the rights of The Vail Corporation, as the Grantee named herein, in the Easement may be expressly assigned of record to any party (which may include, without limitation, any owners' association or governmental entity having authority in connection with the Dominant Estate or any portion thereof), and such assignee shall then become the Grantee for purposes of the foregoing. 5. This instrument and the Easement shall be governed by and construed in accordance with the laws of the State of Colorado. The Easement and the terms of this instrument shall be applied consistently with and subject to the applicable provisions under that certain Covenant Governing Easements made among Grantor, Grantee, Lion Square Condominium Association, Inc., and Lion Square Phase II and III Condominium Association, Inc., and recorded in the real property records for Eagle County, Colorado, on or about the same day as the recording of this instrument. [Balance of page intentionally left blank] PJ 6428473 RCFISH 2 • 0 t'19~ IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the _ day of _n` L 2005. LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation By: I Name: L 6c/NC*A, Title: 6l-e'7- tcteA~ STATE OF COLORADO ) SARAN 1. WEBER ) ss. Notary Public COUNTY OF EAGLE ) State of Colorado s~ The foregoing instrument was acknowledged before me this r day of ~p~ I J ~ 05, by a:1 I w, r as J ~r s ; ~t F of Lion Square North Condominium Association, Inc., a Colorado nonprofit corporation. My commission expires: & Z -710-7 • 642847.3 RCFISH Notary Public 3 0 0 EXHIBIT A LEGAL DESCRIPTION OF THE SERVIENT ESTATE (See attached) • • 6428473 RMSH A-1 E L \ \ W 0 / U \ \ Z Z O \ \ O / U O \ TRACT C ° a O z_ t, Z OD OW co z Q oa U O N cr N W O I- O Om m i CY E. A ~2a ~ ~ZU o~ ZZ F U H C fi=x6 0 WAZW w O d ° o.> oww W Z 0 QOZ Z Jr. a 6+ i U L) L) N cIJ I c- IZ2 v 14or .Ad EvTC:SO -OOZ/6Z/60 '6.o,gjsuas03-.p+oya~o ~os~al\~7~ado~ a1au d d\s7!O!4x3-1us3\6ro\lMtl3A0\OV3r5 VOf!\:d L.> \ c'6` \ cD mot- ~ v cn C91 ..e i 0 Exmrr X - i0a 9 ,.V ~ ~ EASEMENT DESCRIPTION AN UNDERGROUND STRUCTURE EASEMENT LOCATED WITHIN LION SQUARE NORTH CONDOMINIUM AS RECORDED APRIL 16, 1975, IN BOOK 239 AT PAGE 408, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST ANGLE POINT OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE ALONG THE SOUTH LINE OF SAID LION SQUARE NORTH CONDOMINIUM S 44' 25' 47" W A DISTANCE OF 36.95 FEET TO THE TRUE POINT OF BEGINNING THENCE CONTINUING ALONG THE FOLLOWING THREE (3) COURSES: 1) S 44' 25'4r W A DISTANCE OF 55.15 FEET; 2) THENCE S 87'30'19" W A DISTANCE OF 16.48 FEET TO A POINT OF CURVATURE; 3) THENCE 10.68 FEET ALONG AN ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 10011'49", A RADIUS OF 60.00 FEET, AND A CHORD WHICH BEARS N 51'0130" W A DISTANCE OF 10.66 FEET TO A POINT OF A NON-TANGENT CURVE; THENCE DEPARTING SAID SOUTHERLY LINE LION SQUARE NORTH CONDOMINIUM 72.78 FEET ALONG AN ARC OF A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 35033'59", A RADIUS OF 117.25 FEET, AND A CHORD WHICH BEARS N 62`12'19" E A DISTANCE OF 71.62 FEET TO THE TRUE POINT OF BEGINNING SAID EASEMENT CONTAINS 391 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72' 26'53" W USING COLORADO CENTRAL ZONE (HARN) SpC 83. THE ROTATION TO VAn)LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'). ' RE, BY-ENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF ~^s PEAK LAND SURVEYING, INC `~/p~' P:\LIONSHEAD\OVERALL\docs\Easemeut Legals\Private PropertyU 0-STRI.doc i 0 EXHIBIT B DEPICTION OF TUNNEL EUPROVEMENTS (See attached) • 6428473 RCMSH B-1 C • 0 C EXHIBIT C LEGAL DESCRIPTION OF THE DONUNANT ESTATE Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 642647.3 RMSH n_ 1 • EXHIBIT D LEGAL DESCRIPTION OF PROPERTY BENEFITED BY GRANTOR'S RESERVATION Lion Square Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on April 9, 1971, at Book 220, Page 177, and the related condominium declaration also recorded April 9, 1971, at Book 220, Page 176; Lion Square Condominiums Phases II and III located in the Town of Vail, State of Colorado, which Condominiums were established by a condominium map or maps for Phase II recorded August 18, 1972, at Book 225, Page 105, and January 26, 1973, at Book 227, Page 427, and the condominium map for Phase III recorded January 30, 1973, at Book 227, Page 513, and the related condominium declaration for Phases II and III recorded August 18, 1972, at Book 225, Page 104, as supplemented by instrument recorded January 30, 1973, at Book 227, Page 512; and Lion Square North Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on August 16, 1975, in Book 239 at Page 408, and the related condominium declaration recorded on August 16, 1975, in Book 239 at Page 407. All recordings referenced above are in the real property records for Eagle County, Colorado. 6428473 RUISH D-1 • EAGLE COUNTY COLORADO TEAK J S 937636 01.38:43PM 173 REC:-571.00 DOC,. 5 PAGES: 14 11121/2005 (11. H_Al & 12. H -A2 LSN) I GRANT OF EASEMENT (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 GRANT OF EASEMENT (H-Al & 12. H_A2 LSN) LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibits A and B attached hereto and incorporated herein by this reference (together the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of sidewalks, walls, landscaping, streetscaping, or other improvements associated with any adjacent rights-of-way or access ways, whether public or private, as more fully described below (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them. The Easement shall not encumber any below-surface improvements not associated with the Easement. The Improvements undertaken will be generally consistent with the plans set forth and/or referenced on Exhibit A-2 and Exhibit B-2 (which correspond with Exhibit A and Exhibit B, respectively) attached hereto and incorporated herein by this reference (with the Servient Estate indicated thereon by shading), subject to any modifications or supplements to such plans that are not material. Any material modifications or supplements to the plans will be subject to Grantor's prior written consent, not to be unreasonably withheld. In any event any modifications or supplements to the plans will not be regarded as material if they do not substantially alter the basic nature of the Easement and Improvements as an integration with or complement to adjacent ways, as determined by Grantee in its reasonable judgment (and permissible modifications and supplements not requiring Grantor's consent will specifically include, without limitation, additions or deletions of planters, pots and landscaping, and benches). Any walls or street lights in addition to those provided for on Exhibit A-2 and Exhibit B-2, if any, or any walls so provided for but exceeding the height limitation therefor on Exhibit A-2 or Exhibit B-2, as applicable, will specifically constitute a material modification or supplement. Areas planned as sidewalks will constitute pedestrian ways for the use of the public. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. Grantor shall have no obligation to maintain any improvements instituted pursuant to the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 642851.3 RUISH IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the tday of D n^ L 22005. STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) L 2005, by ` c. AA 1 -71-'>Y, t, c'- as Vic; ) e r~-~- of Lion Square North Condominium Association, Inc., a Colorado nonprofit corporation. LION SQUARE NORTH CONDOMINIUM ASSOCL~TION, INC., akolorado nonprofit By:,~ v~ - Na e: J Title: Pti SARAH L. P EBBER Notary State of Colorado The foregoing instrument was acknowledged before me this day of My commission expires: ( C 7 /0 7 C • 6428513 RUISH Notary Public 2 EXHIBIT A Legal Description of Servient Estate (See attached) • 642851.3 RCFISH A-1 TRACT C r ,T•ce'At"F - 119-64- N ~ 2- F Z ~ m W Do z Q z W va ON U Zz N z L~ C) Q Y O O d 15 ~ O m F- W O O~ Z m O 0 Z- 0 co 00 W c O OQ za LLJ a) O N J 0 w O d' Q m D Cr N z O J J W 0 Q J a O Q W N Z O J Il c~ l ~ 3 3 W W 3 Q w O 1n n 1n N a ~ m" N O O iy a o a m p o n o M p ;z z O 0 Z M N Z N O N mn N 1 n t0 mn N m mD Z = U p N c .0 h n o - lri Ln - = U N N ~ co n 6 m C N v n LZ U In rn m0 rn rn T o o b Z 90 N F N I Lo v n N J m om ' D c io h ~ U O N n n N n Z v m lri ri rn vi n W mn O co mD v a N U j 0 o _ m O o o 0 0 o o 0 N C; m o ~ e ~ a 0 m mD n ry mD mc ° r i n o iv N n q J 1j a r, D O O O cV - P o V n ' O ~ i7 n n n - v a n o n N n a mn mo n tr ~ U U U U U U U U LU Q ~4cr 'nd 9Z:91:90 •OOZ/6Z/60 '6.c s~~auaso3-al+oywo~oc~o!~\.I,~ado~d a7aud\s~ia! 3-t us7\6.o\TVt3A0\O : avOf1\ d y d E+ AO 0 co -c \ v W~O z 10~~ cC E- U O 6' \ WWYU W 0 a wZd Q S~ w zw AAA, Co W ~ i~ m> 'Mw mz0 Qoz 0 EXHIBIT A - fa 91 EASEMENT DESCRIPTION ~ A HARDSCAPE AND PEDESTRIAN ACCESS EASEMENT LOCATED WITHIN LION SQUARE NORTH CONDOMINIUM AS RECORDED APRIL 16, 1975, IN BOOK 239 AT PAGE 408, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE 63.36 FEET ALONG AN ARC OF A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 17°12'21", A RADIUS OF 211.00 FEET, AND A CHORD WHICH BEARS S 02°05'51" E A DISTANCE OF 63.13 FEET TO THE TRUE POINT OF BEGINNING- THENCE N 86°32'43" E A DISTANCE OF 1.62 FEET; THENCE S 03°28'13" E A DISTANCE OF 11.30 FEET; TO A POINT OF CURVATURE; THENCE 49.23 FEET ALONG AN ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 44°04'25", A RADIUS OF 64.00 FEET, AND A CHORD WHICH BEARS S 25°30'25" E A DISTANCE OF 48.03 FEET TO A POINT OF COMPOUND CURVATURE; THENCE 45.71 FEET ALONG AN ARC OF SAID COMPOUND CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 17°34'39", A RADIUS OF 149.00 FEET, AND A CHORD WHICH BEARS S 56°19'58" E A DISTANCE OF 4553 FEET; TO A POINT ALONG THE SOUTHERLY LINE OF SAID LIONSQUARE NORTH CONDOMINIUM; THENCE ALONG SAID SOUTHERLY LINE OF SAID LIONSQUARE NORTH CONDOMMUM THE FOLLOWING TWO (2) COURSES; 1) THENCE 23.17 FEET ALONG AN ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 7°03'35", A RADIUS OF 188.02 FEET, AND A CHORD WHICH BEARS N 68°01'43" W A DISTANCE OF 23.15 FEET TO A POINT OF COMPOUND CURVATURE; 2) THENCE 86.74 FEET ALONG THE ARC OF SAID COMPOUND CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 71 °00'00", A RADIUS OF 70.00 FEET, AND A CHORD WHICH BEARS N 28-5942- W A DISTANCE OF 81.30 FEET; TO THE TRUE POINT OF BEGINNING SAID EASEMENT CONTAINS 314 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL, ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' IT). O to REG% BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Nvate Property\l l-H_Al.doc • 0 EXHIBIT A-2 Plans (See attached) • A2-1 642851.3 RMSH • L • I I I I I I \~I I 11 ~ cJ') o Z a _ o t O N M Q . Z O 0 0 U * z 9 w 2 o CL a 1 F- 'If 0 N Z O o O , M c NO Y of w ~ oz O m } Q W ai CY i z0 O J N N Q 1 0 t~ :3a m W h n o + ,c ~ O i W j U w ' V \ Z O EXHIBIT B Legal Description of Servient Estate (continued) (See attached) r~ 6428513 RCRSH B-1 ~ o r r- J I 3 N Z 5 co OW Do U d (A C6 O N m N Q Y O W O Z m O m o V \ V TRACT C \ N W O z O Z [ 0 z O D 0 O o N U N ~ Z W 0 Q N z a W of ;n o to 0 N M r` O J Y z O W ~ O Qm D O W U Q z J c~ a U O J 0 Q W 2 N z O J Fii E 0 M MRS rz0 W = U ~CCL,Q a Z' aon UO W WO = U W W Q Z C W d d cr Mw ao0 z E / N Q uuuu ~ I N Jaor 'Ad 65YE:90 s002/6Z/60 '6.o c»auaso3-.n~o ViJO ~os~or~~6~iadwd alwud\q!q!4r7-)us3\6ro\1wti3A0\Otl3Hs4on\:d EXHIBIT EASEMENT DESCRIPTION A HARDSCAPE AND PEDESTRIAN ACCESS EASEMENT LOCATED WITHIN LION SQUARE NORTH CONDOMINIUM AS RECORDED APRIL 16, 1975, IN BOOK 239 AT PAGE 408, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST ANGLE POINT OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE ALONG THE SOUTHERLY LINE OF SAID LION SQUARE NORTH CONDOMINIUM THE FOLLOWING THREE (3) COURSES: 1) S 44° 25'47- W A DISTANCE OF 92.10 FEET; 2) THENCE S 87° 30' 19" W A DISTANCE OF 16.48 FEET TO A POINT ON A NON-TANGENT CURVE; 3) THENCE 24.48 FEET ALONG AN ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 23°2227", A RADIUS OF 60.00 FEET, AND A CHORD WHICH BEARS N 57°3649" W A DISTANCE OF 2431 FEET; THENCE DEPARTING SAID SOUTI-IERLY LINE LION SQUARE NORTH CONDOMINIUM ALONG THE FOLLOWING SEVEN (7) COURSES: 1) N 73-54'12' E A DISTANCE OF 32.06 FEET TO A NON-TANGENT CURVE; 2) THENCE 17.73 FEET ALONG THE ARC OF SAID NON-TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 10°20'31", A RADIUS OF 98.22 FEET, AND A CHORD WHICH BEARS N 62°48'23" E A DISTANCE OF 17.71 FEET; 3) THENCE N 54°24'50" E A DISTANCE OF 11.04 FEET; 4) THENCE N 47°02'01" E A DISTANCE OF 22.09 FEET; 5) THENCE N 44°29'27" E A DISTANCE OF 32.63 FEET; 6) THENCE N 03°56'41" W A DISTANCE OF 109.91 FEET; 7) THENCE N 86°03'24" E A DISTANCE OF 631 FEET TO A POINT ALONG THE EAST LINE OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE S 03°56'40" E ALONG SAID LION SQUARE NORTH CONDOMINIUM A DISTANCE OF 118.62 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 2275 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL. ZONE (HARN) SPC 83. THE ROTATION TO VAILLIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19"). RE BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\12-H_A2.doc EXHIBIT B-2 Plans (continued) (See attached) • rI B2-1 642851.3 RCFISH U) J C 0 C9 ~ J n Ly- co \ M OU d 2 O d-..-..-..-.._.._.. F- 0 ~ 0 F O U D U W U M J Q J W Q 0 < < = Q o < N F- > Z n 0 O m z z Z J < p X J \ / W C < z ]C C n x a ur n I O~ C5 A J 1< a ~3 r 30 00 I °m I~ 3 W I vz ~~z =2 eWc IN ri O N co A ~ J A 3 30 0 pmm O N W Q r M W 1 d crz0 =3 ain vn 30 z O a 0 ~1 O N a Z M o U z ~ C.7 U 0 = << a e 1 F- t ' }1 z ~pN O .0-7 , z N O Y ,1 W < ~ Z 00 m W v C I I!~ N 0 O f 1 _ J 00 00 ~m J M1~ 3 D W J J a Q 3 0 3 a z V) 0 w tea. 0 Q 2 < W N LLJ U J Q V Lip J Z O (.0 N} i; t f F i 0 • EAGLE COUNTY RECORDER, COLORADO 937637 TEAK J SIMONTON 1:38:44PM 173 REC: $41.00 DOCvw PAGES: 8 11/21/2005 ) (23.WS1-BG LSN) GRANT OF EASEMENT (See Attached) After recording; please ca~ Gerry Arnold at 845.2658 to pick up this document. • (23.WSI-BG LSN) GRANT OF EASEMENT LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, a Colorado non-profit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VA.IL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee'), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of underground equipment, facilities and improvements constituting or related to underground sanitary sewer and water lines and appurtenances thereto, including permanent shoring (collectively the "Improvements"). The Easement shall be for the benefit of the Grantee and Eagle River Water and Sanitation District, a quasi-municipal corporation, and the contractors, agents, and invitees of each of them. The Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be exclusively for water and sewer lines and appurtenances thereto, but Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 642853.3 RCF15H • 0 s{- IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of L- 12005. LION SQUARE NORTH CONDOMINIUM ASSOC ION, , a Co orado nonprofit corporatio By: N me: 4-LL P,u Title: SARAH L. WEBER STATE OF COLORADO ) Notary Public ss. State of Colorado COUNTY OF EAGLE ) The foregoing instrument was ackno~'ledged before me this day of 2005, by as c CA C~_ of Lion Square North Condominium Association, Inc., a Colorado nonprofit corporation. ii My commission expires: C I I '1) U'1 • Notary Public 642853.3 RUISH 2 o • C EXHIBIT A Legal Description of Servient Estate (See attached) • • 642853.3 RCMSH A-1 \ Z \ CC) / M _ _ L 1r .E V V t`b F O ZM.4 TRACT C c U t41^E 119.64' a0 cm WZZ Xc w O O ~ ~ 1 xaa~ \ W z w C, S AA a .4 \ g co a~w \ 1 azo WOZ N zn ~co O W V V) co ON It N Q y 0 W O Z m O 2 Z 2 O 0 Z.. 000 00 10- Li Oa Za W 0) 0 M) ON O J 00 W 0 Ir Q m a V'1 Z O J U Q a / 0 Q W En z O J 3 3 3 3 3 ; 3 Q v , N O 0 0 W m to N ul m a m to vl N . N O N m O c tn O N co O N N co N ;n O O r o N O m 0 N N = Z Z Z Z Z Z U 0 - n o i7 h 'og ' O 0 N N m n - m f- e to ID o U h O m 1D N 1~ r m N n N _ m ' ~ m tD m m ~ tn ,ny z < r c6 N vi n of a ri n vj J m r o v io 0 in iV Q r V O c V f n m n b yl Z LA) J < ~n m O tp m n t0 6 N N r~ p 7 V j o o b o to N 0 K O m O O H N O 0 r O to < t0 ~ O ~ N m o r n n O N ~ tn n W -q- n O O N N co o N n n n r ~ n N ~ n o - N n a tn tD n ~ 7 0 0 U j U V U U 0 m I LO I J N 14-r 'Rd 6Z:ZZ:90 s00Z/6Z/60 '6ro q nuaso3-alsoVa~o~os~oil\Rl~ado~d 21o!ud\%I!Q!4x3-lw&3\6^0\-11"3n0\0V3HS4011\:d ® EXHMIT X - Pa J J EASEMENT DESCRIPTION A WATER AND SANITARY SEWER EASEMENT LOCATED WITHIN LION SQUARE NORTH CONDOMINIUM AS RECORDED APRIL l6, 1975, IN BOOK 239 AT PAGE 408, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST ANGLE POINT OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE S 44°25'47" W ALONG THE SOUTH LINE OF SAID LION SQUARE NORTH CONDOMINIUM A DISTANCE OF 36.95 FEET TO A POINT OF CURVATURE; THENCE DEPARTING SAID SOUTH LINE OF SAID LION SQUARE NORTH CONDOMINIUM 72.75 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 35032'59", A RADIUS OF 117.25 FEET, AND A CHORD WHICH BEARS S 62°10'26" W A DISTANCE OF 71.59 FEET TO A POINT ON A NON-TANGENT CURVE AND THE SOUTHERLY LINE OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE 26.95 FEET ALONG AN ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 25°44'12", A RADIUS OF 60.00 FEET, AND A CHORD WHICH BEARS N 68°56'20" W A DISTANCE OF 26.73 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID LION SQUARE NORTH CONDOMINIUM N 76°]6'13" E A DISTANCE OF 36.42 FEET; THENCE N 65°39'13" E A DISTANCE OF 25.76 FEET; THENCE N 55°02'13" E A DISTANCE OF 24.53 FEET; THENCE N 44°25'19" E A DISTANCE OF 48.49 FEET TO A POINT ALONG THE EASTERLY LINE OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE S 03°5641" E A DISTANCE OF 17.78 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1754 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE' BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARD SPC 83. THE ROTATION TO VAIL/LIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'~ v°~~~~DN RB cf BRENT BIGGS PIS No. 27598 PREPARED FOR AND ON BEHALF PEAK LAND SURVEYING, INC • P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\23-W S I -BG.doc • • EXHIBIT B Depiction of Improvements (See attached) • 642853.3 RCRSH B-1 • (24. WS2-AG LSN) GRANT OF EASEMENT LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee'), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") on, across, and over the surface of that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for access (ingress and egress) to the sewer and water lines located in an easement adjacent to the Servient Estate. The Easement shall be for the benefit of the Grantee and Eagle River Water and Sanitation District, a quasi-municipal corporation, and the contractors, agents, and invitees of each of them. The Easement shall be a non-exclusive easement for vehicle and pedestrian access only (and does not include dirt storage) and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of 2005. LION SQUARE NORTH CONDOMINIUM ASSOC kTION~INC., ~ Colorado nonprofit By: N~i STATE OF COLORADO ) =NNottary ss. COUNTY OF EAGLEo s The foregoing instrument was acknowledged before me this day of ('z 2005, by ?ALA- _DLYr Cc as of Lion Square North Condominium Association, Inc., a Color do nonprofit corporation. My commission expires: Notary Public 642WI RUISH 0 0 EXHIBIT A Legal Description of Servient Estate (See attached) is • 642854.2 RCFISH A-1 c L.j L) J z ~ W r \ \ p / J U / F•- z !Z \ TRACT C \ cnV56'41"E - 119.64' OI N I 3 0+ N Z ^ 00 OW 00 Z Q U IL N co O N Ir N Q Y ~O O O m 2 C4 m 2 z O O Z O 000 U W ~ O OQ Za O N J Y W O I O Q m D Q V) z O J 1J6 'CO SE9.0 ~1 \ ~ II 4,`l%S+~ rn a,\ AJL N 17 ^w z N N z L- z CL LLI H Q II V Q UO L) i I t~ U N U W U Q J a O Q W El) .Z O J f1T i EF O z vo Sao I z OZ E-14U05 v F: 0: dWW Z or wzo WO Z :Iiit: 3 3 3 3 3 w 3 W In ln a u~ O N eN m o N v m m m U') o O7 o O t^) o 0 U ^ O to m 0 O Ln 'n tD o e x U Z Z Z Z Z Z Z x ~n `D o m m ~ ^ e U Z in N h N ' Of U O m O O O N a 6 f N O h ^ N F- N N e h h J Q o ry A n - 0 ^ n ^ e J `n o m 1D ^ e 0: U Ln 0 0 o 0 o o o N o o °a m d O ^o d ^ ' N o to n o to t N ` ~ tD h ~ O O N N Ot h N o O n D P m N n e en tD ~ U U U U U U U U C9 Q I N I ry Jaa' 'Md ZS:BZ:90 voOZ/6Z/60 '6.+o•sl.+avasog-aa~o W~o~os~on\~»otlo~d atwu~\s~~oi.tt~_~un\6"o~~~~yt3rt0`.0Y3 '.'DC\ d ® ExHiBIT A - Pay e D EASEMENT DESCRIPTION A WATER AND SANITARY SEWER EASEMENT LOCATED WITHIN LION SQUARE NORTH CONDOMINIUM AS RECORDED APRIL 16, 1975, IN BOOK 239 AT PAGE 408, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST ANGLE POINT OF SAID LION SQUARE NORTH CONDOMINIUM; THENCE S 44°25'47" W ALONG THE SOUTH LINE OF SAID LION SQUARE NORTH CONDOMINIUM A DISTANCE OF 36.95 FEET TO THE TRUE POINT OF BEGINNING: THENCE ALONG SAID SOUTH LINE OF SAID LION SQUARE NORTH CONDOMINIUM S 44°25'47" W A DISTANCE OF 3321 FEET; THENCE DEPARTING SAID SOUTH LINE OF LION SQUARE NORTH CONDOMINIUM S 65°39'13" W A DISTANCE OF 25.32 FEET; THENCE S 76°16'13" W A DISTANCE OF 12.43 FEET TO A POINT ON A NON-TANGENT CURVE, ALSO BEING A POINT ON SAID SOUTH LINE OF LION SQUARE NORTH CONDOMINIUM; THENCE 6.15 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 5°52'26", A RADIUS OF 60.00 FEET, AND A CHORD WHICH BEARS N 53°08'01" W A DISTANCE OF 6.15 FEET TO A POINT ON A NON-TANGENT CURVE; THENCE DEPARTING SAID SOUTH LINE OF LION SQUARE NORTH CONDOMINIUM 72.75 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 35°32'59", A RADIUS OF 117.25 FEET, AND A CHORD WHICH BEARS N 62°10'26" E A DISTANCE OF 71.59 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 221 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HART) SPC 83. THE ROTATION TO VAIJ_UONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19") RfBRENT BIGGS PLS No. 27598 v/0 PREPARE D FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC (A Ll P:\LIONSHEAD\OVERALL\docs\Easement LegaLs\Private Property\24-WS2-AG.doc • • EAGLE COUNTY RECORDER. COLORADO 937639 TEAK J SIMONTON 1=38:46PM 213 REC: $86.00 DOC-w PAGES: 17 11/21/2005 55. MONTANEROS TCL TEMPORARY CONSTRUCTION LICENSE AGREEMENT (UTILITIES AND SURFACE MROVEMENTS) (See Attached) 1 -4- ~ ~5LP - After recording; please call Gerry Arnold at 845.2658 to pick up this document. • 55. MONTENAROS TCL TEMPORARY CONSTRUCTION LICENSE AGREEMENT (UTILITIES AND SURFACE IMPROVEMENTS) THIS TEMPORARY CONSTRUCTION LICENSE AGREEMENT (this "Agreement") is made as of the day of c 11 , 2005, by and between MONTANAROS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation (the "Grantor"), and THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation (the "Grantee"). RECITALS: A. The Grantor is the governing owners association for Montaneros Condominiums (the "Condominiums") located in the Town of Vail, County of Eagle, State of Colorado (the "Town"), which Condominiums were established by that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on April 17, 1973, in Book 228 at Page 871, as supplemented by a supplemental map recorded in the Records on April 20, 1983, in Book 358 at Page 23, and a surveyor's affidavit recorded April 6, 1984, in Book 382 at Page 522, and the related condominium declaration recorded in the Records on March 26, 1973, in Book 228 at Page 375, together with the exhibits thereto recorded August 1, 1973, in Book 230 at Pages 357 and 358, and as supplemented by the first supplement thereto recorded in the Records on April 20, 1983, in Book 358 at Page 22. The real property and real property interests which are included within the scope of such condominium map and condominium declaration, as the same have been so amended and supplemented, are sometimes referred to hereinafter as the "Condominium Property." B. Grantor has determined to grant Grantee a temporary construction license over certain portions of the Condominium Property for the construction of utility, drainage, surface and related improvements and facilities on real property adjacent to the Condominium Property constituting portions of Tract C, Vail/Lionshead, Third Filing, according to the recorded plat thereof ("Tract C"), and in consideration thereof Grantee has determined to undertake certain obligations for the benefit of Grantor in connection with the exercise and enjoyment of such license, all upon the terms and provisions hereinafter set forth. NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. Grant of License: Term. (a) Grantor, on its own behalf and on behalf of its constituent members, hereby grants and conveys to Grantee a non-exclusive license (the "License"), upon, over, across and beneath that portion of the Condominium Property depicted on Exhibit A attached hereto (the "License Area") for the purpose of temporary construction activities as specifically described below directly assisting the construction and 641308.RED RUISH 0225/05 3:12 PM • • installation exclusively on, within and under Tract C of utility, drainage, and other related improvements and facilities, including a subsurface shoring wall. The conduct within the License Area pursuant to this Agreement shall be strictly limited to (i) temporary excavation into the License Area in connection with Grantor's construction of a shoring wall on Tract C; (ii) the placement and use of a drilling rig for purpose of the above- described Tract C improvements; and (iii) the preparation and protection of the License Area for such rigging, including, without limitation, the removal of existing fencing, landscaping or other improvements, facilities or features within the License Area that may otherwise impede the construction process (provided that such removals are subject to Grantee's obligations under paragraph 3 below). In any event, however, the existing hot tub and swimming pool facilities within or adjacent to the License Area will not be so removed and a new fence or other improvement to prevent trespassers onto such areas will be constructed by Grantee, as further described in Section 3(b) below. The construction work and activities on the License Area that may arise pursuant to the exercise of the License are sometimes referred to hereinafter collectively as the "Construction". The utility and other improvements and facilities to be constructed on Tract C pursuant to the License are generally depicted on Exhibit B attached hereto, and may be further supplemented or modified in the ordinary course of development. The License shall be coupled with an interest and irrevocable, non-terminable by Grantor, and binding upon the holders of interests in the License Area and their successors, with the License to be legally characterized as necessary to give effect to the foregoing and the other provisions hereof governing the License. Grantor acknowledges that Grantee will expend substantial monies and resources on the construction pursuant to the grant of the License hereunder. The License may be used and enjoyed by Grantee and its affiliates, and any Permittees of any of them (the "Permittees" of any party meaning any agents, contractors, tenants, licensees and invitees acting by, through or under such party). (b) Grantor acknowledges that the Construction is being undertaken in conjunction with the development and construction of a mixed-use real estate project on certain real property owned by Grantee which is proximate to the Condominium Property, which is commonly known or referred to as the "Lionsbead Core," and which is legally described on Exhibit C attached hereto (collectively the "Core Project" or "Core Property"). The term of the License shall commence as of the parties' mutual execution and delivery of this Agreement and shall expire when the Construction has been completed and Grantee has acknowledged such completion by written instrument executed by Grantee; provided, however, that the term will expire on September 1, 2005, if it has not expired prior thereto. Upon such expiration, the License and this Agreement shall terminate, and the parties, upon the request of either, shall confirm the termination by their mutual execution of a written instrument to that effect, such instrument to be recorded if this Agreement has been recorded. The License will not be terminable because of any breach of the provisions of this Agreement. 2. License Non-Exclusive. The License shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its constituent members, expressly reserves the right to the use and enjoyment of the License Area for any and all purposes that are consistent and do not interfere with the use and enjoyment of the License by Grantee and its affiliates and their Permittees under the terms hereof. Notwithstanding the foregoing or any contrary provision 641308.RED RCFISH 0725105 3:12 PM 2 • • herein, Grantee acknowledges and agrees that during the term of the License Grantor and/or its Members anticipate performing certain construction work related to the refmishing of its exterior building walls and other related work and Grantor agrees to use its good faith efforts to not unreasonably interfere with Grantor's construction activities. Subject to the foregoing, during the period that the Construction is actually being conducted, the Grantee may preclude the Grantor and its members and the Permittees of any of them from access to the License Area as necessary or appropriate under safety standards and measures customary in the construction industry (and specifically including, without limitation, the institution of appropriate access controls for the pool deck area in the course of the work described in paragraph 3(b) below). Grantor also specifically agrees that neither Grantor nor any of its constituent members nor the Permittees of any of them shall do or permit anything to be done which disturbs or interferes with the use and enjoyment of the License by the Grantee or its affiliates and their Permittees. Without limitation on the generality of the foregoing, no further improvements, facilities, landscaping or other items that may obstruct or interfere with the use and enjoyment of the License, or that may be damaged by any exercise thereof, will be located within the License Area by or through Grantor or any of its constituent members, or any Permittees of any of them. 3. Conduct of Construction. (a) Grantee agrees that the Construction shall be undertaken in accordance with all applicable laws and in a good and workmanlike manner, employing generally customary measures in the construction industry for controlling dust, mud, debris and other adverse impacts generated from the Construction process. Prior to the termination of the License, Grantee will cause the License Area, and any other areas within the Condominium Property adversely affected by the Construction, to be restored to the same or better condition in which the same existed prior to the commencement of the Construction (but excluding any restorations for any wear and tear or damage caused by circumstances other than the Construction). Such restorations will include replacements of landscaping (with landscaping of equal or greater value as that removed and as reasonably approved by Grantor) as necessary and any fencing or other improvements or items removed from the License Area pursuant to the Construction process. (b) During the process of the Construction, Grantee will furnish fencing for the hot tub and swimming pool facilities within the Condominium Property both in furtherance of their continuing use and sufficient to prevent trespassers upon such property. Such fencing will be required during periods that the Condominium Property is both open and closed for occupancy. In addition, the parties acknowledge that in the course of Construction and pursuant to the License, portions of the pool deck within the License Area may have to be employed as the location for outriggers or similar drilling equipment, although Grantee agrees to secure Grantor's prior consent to any waiver of construction fencing requirements requested by Grantee. In that regard Grantee agrees to use its best efforts to to establish a work schedule and to limit activities in this area so as to minimize any resulting interference with Grantee's operations, including, without limitation, its use of the pool and hot tub facilities. Without limiting the generality of Section 5 below, Grantee shall be fully responsible for all liability with respect to the activities in this area and circumstances arising therefrom, including, without limitation, 641308.RED RCFISH 0212W 3:12 PM 3 • • trespasses upon such areas due to Grantee's removal of Grantor's fence, and Grantee shall indemnify and hold Grantor harmless in connection therewith pursuant to the provisions of Section 5 below 4. Liens. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to be recorded against the License Area or the Condominium Property that arise from the Construction, unless Grantee secures a release of any such lien claim, by bonding or otherwise, within thirty (30) days after the recording of any such lien. 5. Indemnity; Insurance. (a) Grantee shall indemnify and defend Grantor and its constituent members, and their employees, agents and invitees (collectively, the "Indemnified Parties") from and against any and all liability, losses, claims, liens, demands, actions and causes of action, including those pertaining to any personal injury or physical damage to property, which may be imposed upon or suffered or incurred by any of the Indemnified Parties, and which are caused by the undertaking of the Construction and the use and enjoyment of the License, or any breach of the Grantee's obligations under this Agreement, together with all costs and expenses, including reasonable legal fees and costs, that may be incurred by the Indemnified Parties in connection with any indemnified matter. This indemnity shall not apply, however, to matters stemming from the gross negligence, willful misconduct or breach of this Agreement by the Grantor or any other Indemnified Party or their Permittees; in addition, this indemnity shall be 4W applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. This indemnity shall be deemed to include, without limitation, claims made directly by Grantor or other Indemnified Party against Grantee. This obligation of Grantee shall survive any termination or expiration of the License. (b) During the term of the License, Grantee shall carry and maintain or cause one of the Permittees to carry and maintain in full force and effect, at Grantee's sole cost and expense, commercial general liability insurance insuring on an occurrence basis against liability arising out of the use and enjoyment of the License Area pursuant to the License; having a single occurrence limit of not less than $2,000,000.00; including a contractual liability provision or endorsement for Grantee's obligations hereunder; naming the Grantor and its constituent members as additional insureds; and providing that the coverage may not be cancelled or materially modified without thirty (30) days' prior written notice to the Grantor. Grantee agrees that the coverage shall be primary with respect to any liability or loss arising from any use or enjoyment of the License. Grantee agrees to provide or cause the applicable Permittee to provide Grantor with a certificate of insurance evidencing this required coverage prior to the commencement of any Construction within the License Area. 6. Successors in Interest; Assi ng_ ment. For Grantor, the rights, interests and obligations of Grantor under this Agreement and the License shall touch and concern and run with the land as a benefit and burden appurtenant to the License Area. All references herein to the "Grantor" shall be deemed to encompass and include its constituent members, and Grantor shall cause its members to conform to the provisions hereof. For Grantee, the License shall 641308.RED RCFISH 0225/05 3:12 PM 4 0 0 constitute a non-appurtenant right and interest in favor of Grantee, akin to an easement in gross. However, Grantee may also assign the License and its other rights under this Agreement to any successor in interest to the Core Property, or any portion thereof, by instrument of record. No successor in interest of Grantee to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder unless the same are expressly assumed of record by such successor as Grantee's assignee. Any such assignment by Grantee shall not release Grantee from its obligations hereunder. 7. Notices; Business Days. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 641309AED RUISH 02125/05 3:12 PM • 0 If to Grantor: Montaneros Condominium Association, Inc. 641 W. Lionshead Circle Vail, CO 81657 Attention: Keith Odza, General Manager Fax No.: (970) 476-6926 Phone: (970) 477-7200 With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 8. Authori. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions and received all consents or authorizations from its board of directors (however denominated) and/or its members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor, and also on its constituent members to the extent of their interests in common elements constituting part of the Condominium Property. 9. Severability. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 10. Entire Agreement. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 641308.RM RCFISH 02r "S 3:12 PM 6 • • 11. Rules of Construction. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 12. Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 13. Modification and Waiver. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 15. Recording:. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] E 641308.RED RCFISH 02!25/05 3:12 PM 7 • 0 IN WITNESS WHEREOF, Grantor and Grantee have made this Temporary Construction License Agreement as of the day, month and year first.above written. GRANTOR: MONTANEROS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation B f L~` Name: Title: STATE OF GEo261A COUNTY OF DE k,4 c 6 ss: The foregoing instrument was acknowledged before me this 1 to day of Rv-Ch , 2005, by Pa% L Get +-z- as Pves;dtn+ of Montaneros Condominium Associatio , Inc., a Colorado non-profit corporation. Witness my hand and official seal. DORCAS M. KING Not?.^, DeKaib County, Georgia My Commission Expires April 11, 2005 My commission expires: Notary [Signature blocks continue on next page] 641308.RED RCFISH 03nJ05 5:29 PM 8 C~ 0 GRANTOR: 0 MONTANEROS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation By: M-1-CL Wc~ Name: L.;-k~ C' Title: v STATE OF°C~~ ) ss: COUNTY OF Yl k C >K) ) The foregoing instrument was acknowledged before me this / day of 2005, by C''6 j,F,iC 4__,, as l C-P,~U&c of Montaneros Condominium Association, Inc., a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: LINDA 1.. BE ER NOTARY PI➢6UC OF MEIN JERSEY t?~r~rF►isste lixt'itr5 11/271 Notary Public [Signature blocks continue on next page] • 641308.MD RCPISH 0312105 5:29 PM 9 • STATE OF COLORADO ) ss: COUNTY OF C ) GRANTEE: • THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation B N T The foregoing instrument was acknowledged before me this 4A da of Ai 6y C 2005, by T . Q -t as _ l of The Vail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: 6 co / 61 / /I oTAI? PU B `C Q ~~TF OF CVJ~~ Notary Pubi~,~ Approved as to Form: Vail Reso al Department By: Name Date:.3/2zak-- 641308.RED RCFISH 03/2105 5:32 PM 10 • ~r I EXHIBIT B Depiction of Tract C Improvements (See attached) • • 641308.RED RCFISH OMSMS 3:12 PM B-1 i r • 6-:2 C/') FFJ ^ l J 0 z D I D F>>~ Mom 6-3 0 EXHIBIT C Legal Description of the Core Property Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 641308.MD RCFISH 02/25/05 3:12 PM C-1 bll - -W1111 MQL UMWLM1 VULUKNUU 937640 TEAK J SIMONTON taw -:3@.47PM .213 REC: $111.00 DOC: PAGES: 22 11/21/2005 87. Mont a*neros-SH CONSTRUCTION LICENSE AGREEMENT (See Attached) • After recording; please call Gerry Arnold at 845.265$ to pick up this document. 4 $ 7 • Montaneros-SH 4 CONSTRUCTION LICENSE AGREEMENT THIS CONSTRUCTION LICENSE AGREEMENT ("Agreement") is made as of the day of , 2005, by and between MONTANEROS CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Grantor"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"). RECITALS : A. Grantor is the governing owners association for Montaneros Condominiums (the "Condominiums") located in the Town of Vail, State of Colorado (the "Town"), which Condominiums were established by (1) that certain condominium map recorded in the real property records for Eagle County, Colorado (the "Records"), on April 27, 1973, in Book 228 at Page 871, as supplemented by a supplemental map recorded April 20, 1983, in Book 358 at Page 23 and a surveyor's affidavit recorded April 6, 1984, in Book 382 at Page 522, and (ii) the related condominium declaration recorded in the Records on March 26, 1973, in Book 228 at Page 375, together with the exhibits thereto recorded August 1, 1973, in Book 230 at Pages 357 and 358, and as supplemented by the first supplement thereto recorded April 20, 1983, in Book 358 at Page 22. The Condominiums are located in the area of the Town commonly known as "Lionshead." The real property which is included within that condominium map and condominium declaration is sometimes referred to hereinafter as the "Servient Estate." Grantor is making this Agreement on its own behalf and on behalf of its constituent members (the "Members"), collectively and singularly, which Members are the owners of units within the Condominiums. B. Grantee is the owner of certain real property contiguous or proximate to the Servient Estate that is referred to herein as the "Core Property" and is described on Exhibit A attached hereto and incorporated herein by this reference. The Core Property is commonly known or referred to as the "Lionshead Core." Grantee intends to commence the development and construction (the "Core Construction") on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). For purposes of this Agreement, Core Construction shall be regarded as commencing when on-site construction of building improvements within the Core Project begins pursuant to one or more building permits issued by the Town. C. In order to commence construction on the Core Property, Grantee has requested that the Grantor grant an irrevocable license to install and use, within subterranean portions of the Servient Estate, tieback anchors (the "Tiebacks") constituting part of a 630002.6 RCFISH • • construction shoring system that also incorporates soldier beams and related materials and that is necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and prevent subsidence of soils during the course of construction (the "Shoring System"). The construction and installation process for the Tiebacks is sometimes referred to hereinafter as the "Tieback Construction," and the Tieback Construction and Core Construction are sometimes referred to hereinafter collectively as the "Construction." Grantor has determined to grant the requested license in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, Grantor and Grantee covenant and agree as follows: 1. GRANT OF CONSTRUCTION LICENSE. The Grantor, on its own behalf and on behalf of its Members, hereby grants and conveys to Grantee an irrevocable, temporary, non-exclusive construction license upon, over and beneath the Servient Estate for the right of construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Tiebacks in conjunction with and throughout the course of the construction, installation and development of the Core Project (the "License"). The License shall be coupled with an interest and irrevocable, non-terminable by Grantor, and binding upon the holders of interests in the Servient Estate and their successors, with the License to be legally characterized as necessary to give effect to the foregoing and the other provisions hereof governing the License. Grantor acknowledges that Grantee will expend substantial monies and resources on the Construction pursuant to the grant of the License hereunder. The License granted by this Agreement shall be limited to and solely for the construction, installation, existence, use and enjoyment of the Tiebacks, to be located in material conformity with the Plans (hereinafter defined), and those activities reasonably necessary for the performance of the obligations and exercise of the rights under this Agreement of Grantee and its respective successors and assigns. The License shall cover an area within and under the surface of the Servient Estate which, as determined by Grantee in the ordinary course of the Construction, is reasonably necessary or appropriate for the Tieback Construction in accordance with the Plans, and otherwise for the use and enjoyment of the License for its intended purposes. 2. TERM OF LICENSE. The License shall become effective as of the date of the mutual execution and delivery of this Agreement. The License shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur only at such time as Grantee secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of the building improvements developed by Grantee on those portions of the Core Property adjacent to the Servient Estate. In the event that the commencement of Core Construction has not occurred by January 1, 2009, or the completion of the Core Construction has not occurred within 36 months after the commencement of such Core Construction, then the License shall terminate and be of no further force or effect (and the parties shall confirm such termination by a recorded written instrument to that effect executed by Grantor and Grantee). Grantee may also elect to relinquish 630002.6 RCFISH 2 • • the License and thereby terminate this Agreement by executing and recording an instrument to that effect in the Records. The License may be used and enjoyed by Grantee (which may include any and all affiliates of Grantee), Grantee's agents, employees, contractors, and designees, and any other agents, contractors and invitees acting by, through or under any of them (collectively with the Grantee, the "Permittees"). However, for any use of the License by Grantee's contractors, or any subcontractors engaged by, through or under them, the applicable contractor(s) and/or subcontractor(s) will be subject to Grantor's prior written approval, not to be unreasonably withheld or delayed (provided that G.G. Shaw, Inc. and its affiliates, and their subcontractors, and also Schnabel Foundation Company, are pre-approved). For purposes of this Agreement, the "affiliates" of Grantee shall mean any corporation or entity which, by virtue of direct or indirect majority ownership interests, is controlled by, controls, or is under common control with Grantee. 3. CONSTRUCTION PROCESS. (a) Grantee covenants to the Grantor that the Tiebacks will be constructed and installed in conformity with the plans and specifications therefor identified on Exhibit B attached hereto and incorporated herein by this reference (the "Plans"). The Plans may be further modified as required by the Town or as determined by Grantee, so long as any such modifications are approved in advance by Grantor, which approval will not be unreasonably withheld or delayed, and such modifications do not create any material conflict with the other provisions set forth below. Grantor's Representative (hereinafter defined) will promptly be provided a copy of any proposed modification pursuant to the foregoing. In addition, if Grantor or its Members, or anyone acting through them, undertakes any construction on the Servient Estate that alters any utility or other subterranean improvements or facilities within the Servient Estate ("Grantor Construction"), and any Grantor Construction commences before Grantee begins any Construction, then Grantee shall be required to modify the Plans as necessary to accommodate the Grantor Construction, which modifications of the Plans will be subject to Grantor's approval in accordance with the foregoing provisions. Conversely, if Grantee begins Construction before any Grantor Construction is commenced by or through Grantor or its Members, Grantee shall be entitled to proceed with the Tieback Construction in accordance with the then pre-existing Plans, without any required modifications. Grantor will give Grantee written notice of any Grantor Construction work at least thirty (30) days before it commences. Grantor represents that there are no plans presently pending for any Grantor Construction on the Servient Estate; while Grantor and/or its Members have plans pending for refinishing the exterior building walls of the Servient Improvements (defined below), and other related work, Grantor represents and confirms that all of such planned work is above surface, and accordingly does not fall within the definition of Grantor Construction. In the event of simultaneous above-surface planned work and Grantee's Tieback Construction, Grantor and Grantee agree to cooperate with one another to attain their respective construction needs. 630002.6 RUISH 3 • (b) Grantee covenants that the Tieback Construction will be undertaken in a good and workmanlike manner, in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any penetration of or physical damage to any building improvements presently located on the Servient Estate (the "Servient Improvements"); that the Core Construction and Tieback Construction will not impair any subjacent or lateral support for the surface of the Servient Estate or any Servient Improvements or appurtenances thereto; and that the Tieback Construction will not break, cut or impair the normal function of any utility lines or facilities located on and serving the Servient Estate. 4. MECHANICS' LIENS. Grantee shall not cause, suffer or permit any mechanics', materialmen's or other liens to attach to or be recorded against the Servient Estate that arise from the Core Construction or the work to be performed by Grantee under this Agreement, unless Grantee secures the release of or provides security for any such lien claim in accordance with the following provisions. Grantee shall indemnify and hold Grantor and the Servient Estate harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless again Grantee secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then Grantee shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the Servient Estate from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish the Grantor with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to Grantor (and so long as this discharge or alternative security requirement is satisfied, the Grantee may contest any mechanic's lien claim in good faith). If Grantee shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the Grantor may, at its option, secure the release of the lien claim by any means available, including bonding, settlement or resort to any security furnished by Grantee, in which case Grantee shall, within thirty (30) days after notice of demand, reimburse Grantor for the latter's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 5. MONITORING SERVIENT ESTATE. Grantee shall institute measures and procedures in accordance with the following provisions, and that are otherwise customary under prevailing standards in the construction industry, to monitor any occurrence of differential movement of the structural foundation of the Servient Improvements that is caused by the undertaking of the Construction and that results in damage to the Servient Improvements (a "Material Movement"). In furtherance of the foregoing: L!] 630002.6 RCFISH 4 • • (a) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified building inspector to conduct a physical survey inspection of the interior and exterior of the Servient Improvements, with such survey to include "spot crack mapping," in order to establish and document an informational base of the existing condition of the Servient Improvements prior to the commencement of the Construction. Without being required to incur any related out-of-pocket costs (unless Grantee agrees in writing to reimburse the same, or they are reimbursable as part of the fees of "Grantor's Engineer" as set forth below), Grantor shall cooperate promptly and diligently with such building inspector in furtherance of expediting this survey inspection process and will join in such documentation as may be reasonably necessary or appropriate for this purpose. (b) Grantee, at Grantee's expense and in consultation with Grantor, will engage a qualified expert (which may be a surveyor or engineer) to install monument measuring devices (the "Monument Devices") for purposes of detecting any Material Movement. The Monument Devices shall be affixed to the Servient Improvements at locations and in numbers adequate for this detection process, as determined by Grantee's expert in accordance with ordinary construction practices. Initial readings of the Monument Devices will be taken prior to any Tieback Construction or Excavation (as defined below), in order to augment the survey inspection and establish the then existing condition of the Servient Improvements as reflected by the Monument Devices. Grantee, at Grantee's expense, shall also engage a qualified expert (which again may be a surveyor or engineer) to take readings from the Monument Devices as set forth below, and to otherwise consult and furnish customary services for monitoring and detecting any Material Movement. The readings from the Monument Devices shall be taken (A) no less frequently than once a calendar month at such time as Excavation has commenced, and thereafter until the foundation of the Core Project is completed and for an additional period of six (6) months following completion of the foundation (or in such greater frequency as may be mutually determined by the parties based on prevailing circumstances from time to time), and (B) no less frequently than once every six (6) calendar months thereafter until the Core Project is completed (as evidenced by the Town's issuance of temporary or permanent certificates of occupancy for any building improvements within the Core Project that are adjacent to the Servient Estate). Soldier beams will be installed as part of the Shoring System on or adjacent to the Core Property (but not within the Servient Estate) before the Tieback Construction commences, and perhaps several months in advance thereof, and the installation of those soldier beams will not necessitate the commencement of monitoring from the Monument Devices. "Excavation" shall mean the undertaking of construction excavation for the Core Project within the Core Property. Grantee, in the ordinary course of construction, will keep the Grantor promptly apprised of the results and data from readings of the Monument Devices, and upon request of Grantor from time to time, will otherwise consult reasonably with Grantor on the status of the Construction activities in relation to the provisions of this Agreement. 630002.6 RCFISH 5 • • (c) In the event any readings from the Monument Devices detect any Material Movement, then Grantee shall institute all measures necessary to prevent any further foundation or other structural damage that may result from the ongoing Construction process ("Supplemental Measures"), and shall discontinue or alter Construction to the extent necessary to prevent such further structural damage until those Supplemental Measures are implemented. Grantee shall also be obligated to undertake any and all repairs necessary to remedy any damage caused to the Servient Improvements as a result of the Construction, whether structural or non-structural. In that regard, the Grantee shall have prepared and furnished to Grantor proposed plans for any repairs and the proposed general contractor to undertake the same, both of which will be subject to the prior written approval of the Grantor (which shall not be unreasonably withheld or delayed). Grantee shall be fully liable for any damage to the Servient Improvements caused by the Construction, and the requisite repairs therefor, in accordance with and subject to the terms of Grantee's indemnity under paragraph 9 below. (d) Grantor may engage a qualified structural engineer to consult with Grantor in connection with the monitoring process under the foregoing provisions of this paragraph 5, Grantor's review of the Plans and any modifications thereof, and any other functions arising under this Agreement involving the Grantor which pertain to structural engineering ("Grantor's Engineer"). (e) Grantee will be afforded access to the surface of the Servient Estate and the Servient Improvements (including individual condominium units therein) as reasonably necessary or appropriate in connection with the implementation of the monitoring and other functions and provisions of this paragraph 5. 6. REPRESENTATIVES. Grantor and Grantee shall each designate one individual to act for the designating party and represent the interests of the designating party in connection with this Agreement for purposes of communicating and dealing with the other party (in each case a "Representative"). Each party shall designate its Representative by notice to the other party given within five (5) business days after the date of this Agreement. Thereafter, either party at its election may change its Representative upon further written notice to the other party. In any case, only one individual may serve as a party's Representative at any time. Approvals or consents given by one party's Representative may be relied upon by the other party. 7. NON-EXCLUSIVE. The License shall be non-exclusive, and the Grantor, on its own behalf and on behalf of its Members, expressly reserves the right to the use, enjoyment and occupancy of the surface of and all other portions of the Servient Estate for any Grantor Construction and any and all other purposes that are not inconsistent with the terms of the License and this Agreement and the rights and interests afforded to Grantee under the terms hereof. Grantor, on its own behalf and on 4 behalf of its Members, specifically agrees that none of them shall do or permit anything to be 630002.6 RUISH 6 done which physically disturbs or impairs the function of the Tiebacks during the course of the Construction or the development of the Core Project, or which otherwise violates or materially interferes with the use and enjoyment of the License by Grantee or the other Permittees in accordance with the provisions of this Agreement. 8. INSURANCE. At all times during the term of this Agreement, Grantee shall carry and maintain or shall cause its general contractor to carry and maintain, in full force and effect, at its sole cost and expense, the following insurance policies with insurance companies duly qualified to do business in the State of Colorado and having a rating of not less than A as established by Best and Company. Such policies shall include a provision requiring a minimum of thirty (30) days' notice to Grantor of any material change or cancellation. Grantor shall be named as an additional insured under the liability policy required under paragraph 8(a) below. (a) Commercial general liability insurance for the Construction in and about the Servient Estate and Core Property in an occurrence format and in an amount of $1,000,000 per occurrence ($2,000,000 in the aggregate), to be supplemented by excess liability insurance in an amount of $10,000,000, which shall include a per project aggregate limit endorsement, and including the following coverages: contractual liability, personal injury, broad form property damage, independent Grantee's and Core Property operations. This liability coverage will be free from the "XCU" exclusions for explosion, collapse and underground hazards, and also exclusions for soils related losses, but in any case may be subject to standard exclusions for environmental matters. (b) Workers' Compensation insurance in accordance with the provisions of the Workers' Compensation Act of the State of Colorado for all workers accessing the Servient Estate. Grantee agrees to provide or cause its general contractor to provide Grantor with certificates of insurance evidencing the policies listed above prior to commencement of any construction on the Servient Estate. 9. INDEMNITY. Grantee shall indemnify and defend Grantor and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, resulting from the use by Grantee or any of its Permittees of the Servient Estate or the License or arising out of Grantee's performance of this Agreement, or the Core Construction or the Tieback Construction, including, without limitation, those caused by any negligence, willful misconduct or errors or omissions of Grantee or its Permittees while engaged in any activity on or involving the Servient Estate. This indemnity will also apply to and include costs and expenses, including reasonable legal fees, incurred by the indemnified parties in connection with any indemnified matter. In no 630002.6 RCFISH • • event, however, will this indemnity apply to any loss of income or revenue or property value that is based on circumstances other than physical damage to the Servient Improvements, and Grantee and its Permittees will have no liability therefor. In addition, this indemnity shall not apply to matters stemming from the negligence, willful misconduct or breach of this Agreement by the Grantor or any other indemnified party, and shall also be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. 10. OBLIGATIONS OF GRANTEE. In consideration of receiving permission from Grantor to use the Servient Estate, Grantee agrees to comply, at its sole cost and expense, with all of its obligations set forth in this Agreement, including, without limitation, the following: (a) Grantee shall reimburse Grantor, within 30 days after receiving any invoice from Grantor, for all reasonable attorneys' fees and reasonable fees of Grantor's Engineer incurred and paid out of pocket by Grantor in relation to the negotiation, execution and performance of this Agreement (provided that these reimbursement obligations are subject to the provisions of paragraph 12 below). The engagement of Grantor's legal counsel and Grantor's Engineer shall be limited to a reasonable scope and extent. Following the making of this Agreement, Grantor's legal counsel will not be so engaged in the absence of a good faith belief that Grantee is in breach of its obligations hereunder. The invoicing for such fees shall substantiate the amounts thereof in reasonable detail, and shall account for those fees based on hourly billings and rates. (b) Grantee shall obtain any requisite approvals from regulatory authorities for the Tieback Construction on the Servient Estate, including without limitation, any municipal or quasi-municipal body or any state, federal or local governmental agency or authority, which controls or may control the activities undertaken by Grantee or its Permittees under this Agreement on the Servient Estate. Grantee shall contract with its general contractor to be responsible for its own safety program and compliance with applicable Occupational Safety and Health Act regulations. (c) In prosecuting the Tieback Construction and Core Construction, Grantee shall comply with the applicable construction regulations and procedures of the Town, as applied and enforced by the Town, including, without limitation, regulations and procedures addressing the following: (i) Requirements for construction fencing and other protective barriers; (ii) Control of erosion, dust, mud and other sediment generated from the Core Construction process, including such requirements related to soil stockpiling; 630002.6 RUISH 8 (iii) Maintenance of roadway access for the Servient Estate, including, but not limited to, regulation of related construction parking and deliveries; and (iv) Maintenance of the Core Property construction site for keeping it free from undue accumulation of waste materials, hazardous waste, rubbish and debris caused by Grantee's Core Construction, and including, without limitation, applicable permitting requirements for control of the quantity and quality of stormwater or sediment runoff. (d) Grantee shall protect the Servient Estate, including existing improvements or vegetation, from damage arising from Grantee's activities in relation to the Core Construction, and shall be obligated to provide repairs or replacements for any such damage. (e) Grantee shall perform the following, at Grantee's sole cost and expense, as directed by and to the reasonable specifications and satisfaction of Grantor, on or before the termination of the License: (i) Remove anything and everything that Grantee has placed on the Servient Estate, except that Grantee may leave the Tiebacks in place. (ii) Return the Servient Estate to substantially the same condition existing prior to Grantee's use of the Servient Estate or as approved by Grantor, provided that Grantee shall not be responsible for restoration of any wear and tear or damage caused by circumstances other than the Construction. Any necessary restoration and revegetation shall be accomplished promptly after termination of this License and shall be subject to Grantor's reasonable confirmation of compliance with the foregoing requirements. 11. REMEDIES. If a party fails to perform in accordance with the terms, covenants and conditions of this Agreement or is otherwise in default of any of the terms of this Agreement, then the non- defaulting party, after giving 10 days' prior written notice to the defaulting party of the alleged default, and upon the defaulting party's failure to cure within said 10-day period, or to commence to cure such breach within said ten 10-day period if the breach is of such nature as to not be curable within ten (10) days (in which case the cure period shall continue so long as the cure is pursued to completion by due diligence), shall have the option to pursue all remedies available at law or in equity, including, without limitation, the recovery of damages, and where appropriate, injunctive or other equitable relief to prevent the occurrence or continuance of any default hereunder, or to enforce the performance and observance of the terms of this Agreement 630002.6 RCFISH 9 (but excluding any termination of this Agreement). All remedies shall be cumulative with and in addition to, and not exclusive of, one another; any and all remedies may be pursued by the non- defaulting party either successively or concurrently; and the exercise of any one remedy shall not be construed as or constitute a bar to the exercise of any other remedy. 12. ATTORNEYS FEES. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other party all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court will be bound to make this award). Should the application of this provision in any circumstance prove to conflict with any other provision of this Agreement for the allocation of attorneys' fees, this provision shall be controlling. 13. SUCCESSORS IN INTEREST; ASSIGNMENT. The License and terms of this Agreement shall touch and concern and run with the land as a benefit and burden to the ownership of the Servient Estate. All references herein to the "Grantor" shall be deemed to encompass and include its constituent Members, and Grantor shall be obligated to cause its Members to abide by, conform to, and refrain from violating Grantor's express obligations and duties hereunder. With respect to Grantee, the License shall constitute a non-appurtenant right and interest in favor of Grantee, akin to an easement in gross, and the Grantee's interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests, including the License, may be assigned by Grantee, by recorded instrument, (a) to any affiliate of Grantee that acquires any ownership interest in the Core Property or any portion thereof, which assignment will not require Grantor's consent, or (b) any other party acquiring an ownership interest in the Core Property or any portion thereof, provided such assignment is first given Grantor's written consent, which shall not be unreasonably withheld or delayed. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Grantee will remain liable for its obligations hereunder, except that Grantee shall be released from its obligations under any assignment where the assignee is approved by Grantor in writing and assumes Grantee's obligations hereunder by an assignment instrument recorded in the Records. No successor in interest of the Grantee named herein in and to the Core Property, or any portion thereof, will have any obligation for any of the Grantee's obligations hereunder except as provided in any recorded assumption made by such successor as an assignee. In the case of any assignment, and subject to the foregoing provisions (including any possible continuing liability of the assigning Grantee), the term "Grantee" shall from time to time mean the assignee then holding Grantee's rights hereunder. 14. AUTHORITY. Grantee hereby represents to Grantor that Grantee has taken or received all corporate action or authorization necessary for Grantee to enter into this Agreement; that Grantee's entry into this Agreement constitutes the duly authorized corporate action of Grantee; and that this Agreement is binding on Grantee. Grantor in turn represents to Grantee that Grantor has taken all actions 630002.6 RCRSH 10 0 and received all consents or authorizations from its board of directors (however denominated) and/or its Members which are requisite to Grantor's entry into this Agreement; that Grantor's entry into this Agreement constitutes the duly authorized corporate and association action of the Grantor; and that this Agreement is binding on the Grantor, and also on its constituent Members to the extent of the Members' interests in common elements constituting part of the Condominiums (including, without limitation, Servient Improvements constituting common elements). 15. COMPLETION OF CONSTRUCTION. (a) Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 2 above, or upon relinquishment of the License by Grantee as also set forth in that paragraph 2, the License shall terminate, Grantor and its Members shall hold the Servient Estate free from the License, and Grantee will have no further right to the use and enjoyment of the License or Tiebacks and shall be deemed to have abandoned the same. Upon such termination of the License, it is understood that the Tiebacks will be abandoned in place on the Servient Estate, and Grantee shall have no obligation or duty to remove the same. Upon such abandonment, Grantor, in turn and at its election and without obligation to Grantee, may leave the Tiebacks in place or otherwise manage, treat or dispose of the Tiebacks in any manner permitted by law, and Grantee will have no further obligation in connection with the Tiebacks commencing from and after such abandonment; provided, however, that the foregoing will not limit any obligations of the Grantee hereunder accruing prior to the abandonment and termination, including, without limitation, any indemnified matter under paragraph 9 above accruing from events arising prior to the abandonment and termination. In addition, that indemnity will survive and continue in effect after such abandonment and termination with respect to any damage to the Servient Improvements within the scope of such indemnity which accrues within five (5) years thereafter, and for which the Grantor commences a proper legal proceeding within that 5-year period, or any shorter period as may be required by limitations of actions imposed by law (and for this purpose, the indemnity shall not apply to any damage caused by actions of the Grantor, its Members, any other indemnified party, or any contractor or party acting by, through or under any of them). Grantee shall be allowed reasonable opportunity to mitigate any indemnified loss or damage, and for that purpose will be allowed access to the Servient Estate as necessary or appropriate even following the abandonment and termination of the Tiebacks and License. (b) Upon the termination of the License due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred, and that the parties are released from further obligations and duties hereunder (subject to surviving liabilities as set forth in paragraph 15(a) above). Notwithstanding any transfer of the Core Property or any portion thereof, the Grantee will retain the • 6300026 RCFISH 11 • • right and power to effectuate such confirmation of termination unless such right and power are expressly assigned of record. 16. SEVERABILITY. If any term, covenant, condition or provision of this Agreement shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, it being the intent of the parties that this Agreement and each provision hereof shall be enforceable and enforced to the fullest extent permitted by law. 17. ENTIRE AGREEMENT. This Agreement and any other contracts or agreements specifically referred to herein represent the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior or extrinsic agreements, understandings or negotiations shall be deemed merged herein. All Exhibits referred to in this Agreement as attached hereto are hereby deemed incorporated into this Agreement and made a part hereof. 18. RULES OF CONSTRUCTION. The headings which appear in this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the paragraphs in which they appear. References herein to the singular shall include the plural, and to the plural shall include the singular, and any reference to any one gender shall be deemed to include and be applicable to all genders. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 20. MODIFICATION AND WAIVER. No purported modification of the terms of this Agreement, or purported waiver by any party of any of its rights and interests hereunder, shall be binding unless and except to the extent specifically set forth in a written instrument executed by the party against whom enforcement of the purported modification or waiver is sought. 21. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument and agreement. 22. NOTICES; BUSINESS DAYS. Any notice required or permitted under the terms of this Agreement shall be in writing, may be given by the parties hereto or such parties' respective legal counsel, and shall be deemed given 630002.6 RCHSH 12 • and received (i) when hand delivered to the intended recipient, by whatever means; (ii) three (3) business days after the same is deposited in the United States mails, with adequate postage prepaid, and sent by registered or certified mail, with return receipt requested; (iii) one (1) business day after the same is deposited with an overnight courier service of national or international reputation having a delivery area encompassing the address of the intended recipient, with the delivery charges prepaid; or (iv) when received via facsimile on the intended recipient's facsimile facilities accessed by the applicable telephone number set forth below (provided such facsimile delivery and receipt is confirmed on the facsimile facilities of the noticing party). Any notice under clause (i), (ii) or (iii) above shall be delivered or mailed, as the case may be, to the appropriate address set forth below. If to Grantee: Vail Associates, Inc. c/o Vail Resorts Development Company Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Jack Hunn, Vice President of Design and Construction Fax No.: (970) 845-2555 Phone: (970) 845-2359 With a copy to: Vail Associates, Inc. c/o Vail Resorts Development Company Legal Department Post Office Box 959 137 Benchmark Road Avon, Colorado 81620 Attention: Kursten Canada, Esq. Fax No.: (970) 845-2555 Phone: (970) 845-2546 If to Grantor: Montaneros Condominium Association, Inc. 641 W. Lionshead Circle Vail, CO 81657 Attention: Keith Odza, General Manager Fax No.: (970) 476-6926 Phone: (970) 477-7200 630002.6 RCFISH 13 i i With a copy to: Wear, Travers & Perkins, P.C. 1000 S. Frontage Road West, Suite 200 Vail, CO 81657 Attention: Richard D. Travers, Esq. Fax No.: (970) 476-7118 Phone: (970) 476-7646 Either party may change its addresses and/or fax numbers for notices pursuant to a written notice which is given in accordance with the terms hereof. Any notice may be given on behalf of a party by its legal counsel. As used herein, the term "business day" shall mean any day other than a Saturday, a Sunday, or a legal holiday for which U.S. mail service is not provided. Whenever any date or the expiration of any period specified under this Agreement falls on a day other than a business day, then such date or period shall be deemed extended to the next succeeding business day thereafter. 23. RECORDING. This Agreement may be recorded in the Records at the election and expense of Grantee. [Balance of page intentionally left blank] • • 630002.6 RCFISH 14 i i IN WITNESS WHEREOF, Grantor and Grantee have made this Construction License Agreement as of the day, month and year first above written. GRANTOR: MONTANEROS CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation B Y• Name:. P' t. , Title: STATE OF eeEaRAPQ Geo26 is ) ss: COUNTY OF ~tK~4U3 ) The foregoing instrument was acknowledged before me this Ito day of M G 1~G~ , 2005, by Pa Icy L G e I -I-L as p,. c s : d c.-% of Montaneros Condominium Association, Inc., a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires: DORCAS M. KING ,Jot?rv i::DeKaib County, Georgia My Commission Expires M 11, 2005 Notary Public [Signature blocks continue on next page] 0 630002.6 RUISH 15 i STATE OF C-(t'81 A ) ss: COUNTY OF c 0 ) • GRANTOR (continued): MONTANEROS CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation Name: C -i ~ ck G L eICP E re_ Title: The foregoing instrument was acknowledged before me this day of rn 4 R ct- , 2005, by ~t CAL. ),e( c ~ as 1 of Montaneros Condominium Association, Inc., a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires: ifPJDA L. BEBtGEft NOTARY PUBUC Of NEW JERSEY Commission Expires 111211 O-) Notar~ Public [Signature blocks continue on next page] • 630002.6 RCFISH 16 • STATE OF COLORADO ) ss: COUNTY OF ) 0 GRANTEE: THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation The foregoing instrument was acknowledged before me this day ofd 2005, by /A a v f [if, -D _ 4 r j ln, as 4r. U i L E Y t'S i d . I of The Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: j 1 D O Cl Notary ublic -TI ARNO IARr PUB1.\C c 1rf pF C0~' = to Fwa: • 630002.6 RUISH 17 EXHIBIT A Legal Description of the Core Propert y Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. n LJ 630002.6 RCFISH A-1 EXHIBIT B Plans And Specifications For Tiebacks [See the attached] L~ U 630002.6 RCFISH B-1 C] • A ! I l I j t !i i l1 ! ; ? i i I i 8111. J ! 1 8111.j a~ W N w° Y O U U < ° a O o no m W) ~ z o~ i i _ , i i;' { { I ' ? { h it 2 T 7L Q i).„~~ IAG ~k i d , F- v < M I N ' Q ° O Cif c O O d ~ Wz~ E- Cp Z O Q zz0 O O W I cn O W W ~ Q a i xzy I w o o iI l i ~ 4d i A.r ' j 1 ~ I ~ I y C I I of ! q of : O I $i ' I { 1 Ip ~ V ! 0 Q J 4 0 ,a°r 'Ad A:LO:ZO soot/sl/lo '6..*SNwe311-iielHZ3\6-0\TVa3AO\QV3HS'4011\:d • • A h w LO 0 to 0 LO N 1! 1 O tr) ► K) N p 0 ' O0 0 O O O i O O i j O O O O O 41 J N O 0 r I- Q C) Z Z ry W Q ~ ~ V) z I I o W~ U f U Q I ~ r 2 z :<r N k' 3 Ia II oW 10> = z V) a 0 a 0 a ~ f 44 I I Z - L' I z c~ w Q V) a cn a (n W J LLJ N N I E/) CIJ w Z I C) y N 0 U') N N 1!) O m a0 v 00 ao O ( ~ E ! ~ I I Jai ~fe Y i a ~g Y O O o a E 4 U ~z> ~Z o wzo F O U z U aaw o w xza N 3 Hz> 0 w ~ o E- z I ~ _II U W w r~ V) U V) 140f Yid fo ROZO sooz/►l/t0 '&`~'sN Otl eau-118EHx3\6»~\~~d aan0\OtlawSVOn\'d EAGLE COUNTY REC^")ER. COLORADO 937641 TEAK J SIMONTON -41:39:49PM 174 REC' $46.00_DOC: S PAGES: 9 11/21/2005 J C, J4~ 31. Antlers - Gas Final GRANT OF EASEMENT (GAS UTILITY SERVICE) (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. 31. Antlers - Gas Final GRANT OF EASEMENT (GAS UTILITY SERVICE) TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado ("Grantor"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to ANTLERS CONDOMINIUM ASSOCIATION, INC., a Colorado non-profit corporation, acting on its own behalf and on behalf of its constituent members as the owners of the "Dominant Estate" defined below ("Grantee"), whose street address is 680 West Lionshead Place, Vail, Colorado 81657, Attention: Robert Levine, an easement (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of utility lines and related improvements and facilities establishing and serving as a connection for natural gas utility service to the Dominant Estate (the "Gas Improvements"). The Gas Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall constitute an easement appurtenant in perpetuity for the benefit of that certain real property owned by the Grantee's constituent members and legally described on Exhibit C attached hereto and incorporated herein by this reference (the "Dominant Estate"), and may be exercised, used and enjoyed by Grantee, its constituent members, their successors in interest to the Dominant Estate, and the contractors, agents and invitees of any of them. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved walks or other pedestrian or vehicular access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] U 6423261 RUISH IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the 'day of y V Q. r~► h ✓ , 2005. TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado By Name: rR Title: W n .e STATE OF C~ 4 ) COUNTY OF 9607- ss: ) The regoing instrument w acknowledged before me this ho g'day of V e C 2005, by 5tt M /PV ag p* I g as D rle- of Town of Vail, a municipal corporation/duly organized and existing under and b virtue of the laws of the State of Colorado. Witness my hand and official seal. My commission expires: pD Q h MARY ANN N blic GRAHAM-KST ETA RY E 642326.2 RCRSH 2. EXHIBIT A Legal Description of Servient Estate (See attached) • • 6423261 RMSH A-1 ~I y V a~ wN - p ~ ~ rn z Z Q 0) Q w p W = jd JQ( H W Q . LLJ (D 0 N Z Q (n C7 rZOYO f- NQw0 X Q W0.Vim ~ l • w U Q wa ~o Ua Qw V) z O J s C7 N M Z_ d u~ O O J N - W W Zd ti O tF U' U rl 0: N Z a~ wa ° w AO VOaU QdNN xE p C7 W E Z :31 Z ~ONOO LL E- ~a0 mm - WU ° °to N = m w Z N 0° ct >4WZ J JmNN Ql.~ WZ 06 Q Q Q .'~..a W > ~a on 0>> vv N aw z0 U O N02'38'12"W - 172.00' a z E E- \hv \ } N I \ / 502'28'58"E - 103.85' \ w N ui V) O 1f') Lo p W Lo I I F w W J TRACT A _ t7 d O VAIL/LIONSHEAD, THIRD FILING ; r o 0 (BOOK 221, PAGE 992) co z Z co Z - N02'37'58"W - 111.86' 0 oNO 0 O 0 ° z w z 0 (n M Li N E Q Q:E vi lri U Z z J L- ON O Z: Z m U 0 1? wO UD m W (n Z fn Q Li O a Z O ~ J J J H > ~ v ui I I 1 +40f Yh' tt:00:11 S00Z/+'0/Z0 '6r0'0+f VA-v 10011\91!G!4•3-lus3\6.0\-I-Ivd3A0\OV3HSV0Il\=d 0 EXHIBIT "A" EASEMENT DESCRIPTION A GAS LINE EASEMENT LOCATED WITHIN TRACT A VAIL/LIONSHEAD, THIRD FILING, AS RECORDED OCTOBER 15,1971 IN BOOK 221 AT PAGE 992, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT A VA1LUONSHEAD, THIRD FILING; THENCE N 02°37'58" W ALONG THE WEST LINE OF SAID TRACT A, VAIULIONSHEAD THIRD FILING A DISTANCE OF 5.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID WEST LINE OF SAID TRACT A N 02°37'58" W A DISTANCE OF 5.00 FEET; THENCE N 87°31'43" E A DISTANCE OF 57.31 FEET TO THE EAST LINE OF SAID TRACT A VA LILIONSHEAD, THIRD FILING; THENCE S 02°28'58" E ALONG SAID EAST LINE OF SAID TRACT A, VAIIJLIONSHEAD, THIRD FILING A DISTANCE OF 5.00 FEET; THENCE S 87°31'43" W A DISTANCE OF 57.31 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 287 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING 1S THE LINE CONECTECTING NGS STATIONS "WOODMAN" AND "SPRADDLE' BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIIMONSHEAD, THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 IN BOOK AT 221 PAGE 992, IS (+00° 30' 19') • BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\TOV\31-ANTLERS-GAS.doc 0 C EXHIBIT B Depiction of Gas Improvements (See attached) • • 6423262 RCFISH B-1 0 • L - I L \ v1 QG QG U Q PG . G PG ~ PG PG PG f-j P 1N3N3Sb3 ~P J,iniin ONUSIX.3-__ a J F- 0 LL. U O o Q Z W o o cn ~ O Q i (1) v I Lu,j ~ I Q~ I o cn I ~ W w t o I o I RE I U Z Z O z Q O - U O N 00 V) Q W aQ z 0 0- (D M co c~ U z M N N ry p Z O Lt.J C) c) O m z w J z Q ~ I I I I ' P I W { j { I I ! I I I I I ; 1 I I { 1 I I i I Ir' I ~ ~I i I W H Q W Z:2 Q W V) oQ w O N W Z Q O =N J V EAIIBIT C Dominant Estate • That real property included within Antlers Condominiums Vail/Lionshead, County of Eagle, State of Colorado, as established by that certain condominium map recorded December 19, 1972, in Book 226 at Page 820, as amended pursuant to the First Supplemental Map recorded June 27, 2000 at Reception No. 733040, and the Second Supplemental Map recorded December 18, 2001 at Reception No. 780247, and by the Amended and Restated Condominium Declaration for Antlers Condominium Vail/Lionshead, a Condominium Community, recorded April 3, 2000, at Reception No. 726242, as amended by that First Supplemental Declaration recorded June 27, 2000 at Reception No. 733041, as further amended by that Second Supplemental Declaration recorded December 18, 2001 at Reception No. 780246, and as further amended by that Third Supplemental Declaration recorded July 27, 2002, at Reception No. 800420. 642326.2 RCFISH C-1 11 EAGLE COUNTY RECOROER, COLORADO 937642 TEAK J SIt10NTON 1*38:49PN 133 REC. $31.00 DOC: $ PAGES: 8 11/21/2005 upl - 53. TRACT B 1ST FIL - UTIL DECLARATION OF UTILITIES AND DRAINAGE EASEMENT (See Attached) • After recording; please can Gerry Arnold at 845.2658 to pick up this document. 0 53. TRACT B 1ST FIL - UTIL DECLARATION OF UTILITIES AND DRAINAGE EASEMENT TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, acting in its capacity as the owner of certain real property in the County of Eagle, State of Colorado, described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate"), and pursuant to its municipal police powers, hereby declares that the Servient Estate shall be owned and held subject to a public easement (the "Easement"), which Easement is hereby established by the Town as a public dedication, and is and shall be upon, across and over the Servient Estate for the construction, installation, modification, maintenance, use and enjoyment of public and private equipment, facilities and improvements for or related to sanitary sewer, water, gas, electric, telecommunications and other utilities services, and also storm drainage. Any use or enjoyment of the Easement, whether by applicable utilities suppliers- and their designees, contractors and agents, or by. others, shall be in accordance with.and subject to all laws, rules and regulations governing the use and enjoyment from time to time of public utility or storm drainage facilities, or easements for those facilities, located within public rights of way dedicated to and/or held by the Town; those laws, rules and regulations are hereby made specifically. applicable to the use and enjoyment of the Easement. The fact that the ownership interests in the Servient Estate and the rights and interests in and to the Easement are or may be held at any time by the same party shall not cause any merger or extinguishment of the Easement, it being the specific controlling intent of the Town that no such merger or extinguishment occur. IN WITNESS WHEREOF, the Town of Vail has executed this Declaration of Utilities and Drainage Easement as of the 21 s~ day of /Uo V 2005. OF VAS/ TOWN OF VAIL, a municipal corporation duly organized and existing under and by Q+ virtue of the laws of the State of Colorado COLO Nam ` gorei T: By: Title: n a h a e Donaldson, Town Clerk [Notary block follows on next page] 53. Tma B Ist FIL - UTIL.DOC STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this d day of p , 2005, by , ~dA (ev , Z-e mleV2, as of the Town of Vail, a municipal corporatio duly organized and existing under and y virtue of the laws of the State of Colorado. Witness my hand and official seal. • • My commission expires: I MARY ANN ' GRAHAM-eE9 53. Tract B I st FIL - UTILAOC 2 EXHIBIT A Legal Description of Servient Estate (See attached) • 53. Tract B Ist FIL • LML.DOC TRACT C VAIL/LIONSHEAD, FIRST FILING \ (BOOK 217 PAGE 676) L4 I r+y dF N Q (n O aQ of Q z C~ D ? Z_ N O z z_ VI Z O z0 O U m J W O F- Z O ~ [L ~ w ~l O I l F- e ~ ~ a z q \ cl o g 0 e '~s 3 ef~ ~ ro N M ~t V) 1- O N04'05'53"W o m x 73.88' 'A am s ~ y E- pC Ey . z r.. O V N W X O 0 r7 'O W ?i O E W o `n ` O a F cv il _ z N OO to 0) r N H O U w° Lr) Lr) O z . a~ w raj m ° 7- u) 4 N E-O E. co C7 z (D r _J z r\ tb Li ED Z N (p W Q W Q U O d W in Q r w N O = OV N N N N 'n O O 0 J 00 r- M J V) Q_ W -o N N O r7 ~ N ~ ~ Lr) ~ F- ~Z . LD V) ~ W _ ME w Q F- O w w p < - N f U 7 Y O Q] O O 4V1 co r c~ z J l~ N W = PRO a M F - IL h Q a W N En Y Z O y O CD J r^ _J a 20.00' W ~ Q U Q w OD Lq (3.:t c Wt~ ONLO .N-N BOO ^ n Z N O U) hoop 'AV ZZ:CZ.9 SOOZ/S/v '6M O'lll'1 ll! 1St 8 1JV81-fS\n01\sl!9!4z3-lus3\6MO\IIV83A0\OV3HS4( F- D c~ Z J (n M F- U a Of F- i to Ill\ d i EXHIBIT "A" i EASEMENT DESCRIPTION AN UTILITY EASEMENT LOCATED IN TRACT B, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTHWEST CORNER LINE OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING; THENCE ALONG THE NORTH LINE OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING, N 88°32'48" E A DISTANCE OF 17.22 FEET TO THE TRUE POINT OF BEGINNIN G; THENCE N 88°32'48" E ALONG THE NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 27.79 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING THE FOLLOWING FOUR (4) COURSES: 1) S 45°25'25" E A DISTANCE OF 101.78 FEET; 2) S 56°23'22" E A DISTANCE OF 60.60 FEET; 3) S 78°53'22" E A DISTANCE OF 22.05 FEET; 4) N 74°38'41" E A DISTANCE OF 28.74 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING; THENCE ALONG SAID NORTH LINE OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING THE FOLLOWING TWO (2) COURSES: 1) S 68°33'27" E A DISTANCE OF 11.95 FEET; 2) N 54°0702" E A DISTANCE OF 32.26 FEET; THENCE DEPARTING SAID NORTH LINE OF SAID TRACT B, VAILJLIONSHEAD, FIRST FILING THE FOLLOWING TWO (2) COURSES: 1) N 64°15'33" E A DISTANCE OF 59.10 FEET; 2) N 37°26'03" E A DISTANCE OF 36.25 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING; THENCE ALONG SAID NORTH LINE OF SAID TRACT B, VAILILIONSHEAD, FIRST FILING THE FOLLOWING TWO (2) COURSES: 1) N 54°07'02" E A DISTANCE OF 12.80 FEET; 2) N 40°09'05" E A DISTANCE OF 9.01 FEET TO THE NORTHWEST ANGLE POINT OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING; THENCE ALONG SAID WEST LINE OF SAID TRACT B, VAILILIONSHEAD, FIRST FILING S 04°05'53" E A DISTANCE OF 23.98 FEET; THENCE DEPARTING SAID WEST LINE OF SAID TRACT B, VAIULIONSHEAD, FIRST FILING THE FOLLOWING SIX (6) COURSES: I ) S 37°26'03" W A DISTANCE OF 44.34 FEET; 2) S 64°15'33" W A DISTANCE OF 88.71 FEET; 3) S 74°38'41" W A DISTANCE OF 52.39 FEET; 4) N 78°53'22" W A DISTANCE OF 30.73 FEET; 5) N 56°23'22" W A DISTANCE OF 66.50 FEET; 6) N 45°25'25" W A DISTANCE OF 122.99 FEET TO THE POINT OF BEGINNING PARCEL CONTAINING 7609 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILJLIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+000 30,05") tsKrN I t IGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\TOV\53-Tract B-first-Utility.dc EAGLE COUNTY REcnRDER. COLORADO 937643 TEAK J SIMONTON d1=38:SOPM 133 REC. $31.00 DOC'$ PAGES: 6 1112112005 ~3A_ 54. TRACT A 3RD FIL-UTIL DECLARATION OF UTILITIES AND DRAINAGE EASEMENT (See Attached) • After recording; please caII GerrY Arnold at 845.2658 ~e pick ap this document. 0 54. TRACT A 3RD FIL - UTIL DECLARATION OF UTILITIES AND DRAINAGE EASEMENT TOWN OF VAIL, a municipal corporation duly organized and existing under and" by virtue of the laws of the State of Colorado (the "Town"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, acting in its capacity as the owner of certain real property in the County of Eagle, State of Colorado, described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate"), and pursuant to its municipal police powers, hereby declares that the Servient Estate shall be owned and held subject to a public easement (the "Easement"), which Easement is hereby established by. the Town as a public dedication, and is and shall be upon, across and over the Servient Estate for the construction, installation, modification, maintenance, use and enjoyment of public and private equipment, facilities and improvements for or related to sanitary sewer, water, gas, electric, telecommunications and other utilities services, and also storm drainage. Any use or enjoyment of the Easement, whether by applicable utilities suppliers and their designees, contractors and agents, or by others, shall be in accordance with and subject to all laws, rules and regulations governing the use and enjoyment from time to time of public utility or storm drainage facilities, or easements for those facilities, located within public rights of way dedicated to and/or held by the Town; those laws, rules and regulations are hereby made specifically applicable to the use and enjoyment of the Easement. The fact that the ownership interests in the Servient Estate and the rights and interests in and to the Easement are or may be held at any time by the same party shall not cause any merger or extinguishment of the Easement, it being the specific controlling intent of the Town that no such merger or extinguishment occur. IN WITNESS WHEREOF, the Town of Vail has executed this Declaration of Utilities and Drainage Easement as of the day of No L) e.,,, b e t, , 2005. 0VAILTOWN OF VAIL, a municipal corporation Q,y duly organized and existing under and by virtue of the laws of the State of Colorado % CON T: By: Na fd4 Title: W Q. n ~ x4k ona ldson, Town Clerk [Notary block follows on next page] 629632.3 RCFISH STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _ZU day of 20055 by s5f, e~/ S. '?,e vK leke- as ~GVGJ 4~ttt9~l4 of the Town of Vail, a municipal corporate n duly organized and existing under anby virtue of the laws of the State of Colorado. Witness my hand and official seal. • 11 My commission expires: N\' MAR)' ANN ' GRAHAM-PEST 629632.3 RCFISH 2 EXHIBIT A Legal Description of Servient Estate (See attached) 0 is lz~s 4 V V 0 W H Q E; j ~ U J ~00< cn o a w N o~ o' of ZZ Z Q On w w ~ O LLI a JQ U W F= LLJ U W 2 N U' N N FZU7Y of 0 0 cn ck~ 0 W n v m r- r4) 0 N z ~n o~U)CD 1- O Q Q V) O w w w U U n Q N N LLJ W N N w OOCVOO N Q N O O mm 0 z 0 I I J Z 0 N J m w W Q Q d w n 0 ~ w ~ J N U J 0 z J W LO Of Q L~ I~- o Q Q W aw z O J O J d' Q d 3 00 zQ wa q O U z Ex-~ E- W WO xW~W a 00 wSW H a ,.a d f:. E 0 Qz H 0 F I00 I N C~ z 0 Z w z \U ~ Z w z z _ Z U O J Z wa z ~w Uq jm Q <w o o H U U V O O Z_ O o_ 00 r In F - z 00 W N ~ r w LO V) Q I w w r 17 J ~ F- I~ O DO O Z C9 Z J W SSSSSS l~ p J ~ : w z V ~ • .J N Q . O M w < _ N Z W o ® ~ ~c~S ^ co U) w O D of J ~ a Q O " U O a N H I u7 jaof 'Ad 97 ;12:50 900Z/90/o0 '6-0 0141113 08t V 10V81\A01\sLqi4e3-lus3\6r.0\1')V63A0\0V3HS V011\:d 0 EXHIBIT "A" tv EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED WITHIN TRACT A VAIL/LIONSHEAD, THIRD FILING, AS RECORDED OCTOBER 15, 1971 IN BOOK 221 AT PAGE 992, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING ON A POINT ON THE NORTHWEST CORNER OF SAID TRACT A VAIULIONSHEAD, THIRD FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT A, VAIULIONSHEAD THIRD FILING 34.64 FEET ALONG AN ARC OF A CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 33°04'49", A RADIUS OF 60.00 FEET, A CHORD WHICH BEARS S 77°18'00" E A DISTANCE OF 34.16 FEET TO THE TRUE POINT OF BEGINNING, THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID TRACT A, VAIL/LIONSHEAD THIRD FILING 25.52 FEET ALONG AN ARC OF A CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 24°22'14", A RADIUS OF 60.00 FEET, A CHORD WHICH BEARS N 73°58'28" E A DISTANCE OF 25.33 FEET; THENCE DEPARTING SAID NORTH LINE THE FOLOWING FOUR (4) COURSES: 1) S 02°28'58" E A DISTANCE OF 103.85 FEET; 2) S 87°31'43" W A DISTANCE OF 14.81 FEET; 3) N 03°27'50" W A DISTANCE OF 47.05 FEET; 4) N 12-3119" W A DISTANCE OF 51.67 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1792 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD, THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 IN BOOK AT 221 PAGE 992, IS (+000 30' 1 BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\TOV\54-Tract A-Third-Utility.doc EAGLE COUNTY RECORDER. COLORADO 9$7644 TEAK J SIMONTON 1=36a51PM 174 REC: $56.00 D0 PAGES: 11 11/21/2005 ) ) ) -S 74. TRACT A 3RD FIL TUNNEL GRANT OF EASEMENT (TUNNEL ACCESS) (See Attached) Lo After recording; please call Gerry Arnold at 845.2658 to pick up this document. 74. TRACT A 3RD FIL TUNNEL GRANT OF EASEMENT (Tunnel Access) TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado ("Grantor"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation, whose street address is 137 Benchmark Road, Avon, Colorado 81620 ("Vail Associates,"), and to LION SQUARE PHASE R AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, and LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, whose collective street address is Attn: General Manager, 660 West Lionshead Place, Vail, Colorado 81657 (collectively the "Lion Square Associations," and collectively with Vail Associates the "Grantees"), a perpetual easement (the "Easement") upon, across, over and under the surface of that certain real property described in Exhibit A attached hereto (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, repair, use and enjoyment of underground access tunnel improvements within the Servient Estate (the "Tunnel Improvements") and for subterranean access, by vehicular and pedestrian traffic and other forms of transport, by and through the Tunnel Improvements to and from adjacent properties. (The location of the Tunnel Improvements as proposed for construction and/or reconstruction within the Servient Estate are generally depicted for illustrative purposes only on Exhibit A-1 attached hereto.) The Easement shall otherwise be governed by the following terms and conditions: 1. The Easement shall constitute an easement appurtenant for the benefit of (i) Vail Associates as the owner of that real property legally described on Exhibit B-1 attached hereto, and (ii) the Lion Square Associations and their constituent members as the governing owners' associations for and owners of those real properties legally described on Exhibit B-2 attached hereto (collectively the "Dominant Estate"), and shall run to the benefit of and may be enjoyed by those parties and their successors in interest in the ownership of the Dominant Estate or any portion thereof, any tenants or other residents or occupants claiming by, through or under such parties or such successors, and the agents, employees, customers, contractors, licensees and invitees of any of them (collectively, the "Invitees"). 2. The Easement shall be non-exclusive, and Grantor shall have and retain the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. Grantor covenants that Grantor will not do or permit to be done anything which violates or materially interferes with the use and enjoyment of the Easement by Grantees or the other Invitees. 3. This instrument and the Easement shall touch and concern and run with the land as a burden to the Servient Estate and benefit to the Dominant Estate and shall be 649322.1 RUISH • binding upon and inure to the owners thereof and their successors in interest, and specifically including, without limitation, the Invitees as set forth above. 4. This instrument and the Easement shall be governed by and construed in accordance with the laws of the State of Colorado. The Exhibits referenced herein as being attached hereto are incorporated herein by this reference and made a part hereof. [Balance of page intentionally left blank] C. 0 649322.1 RCFISH 2 0 0 G IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the L day of N6 U c en b e r, 2005. C TOWN OF VAIL, a municipal corporation duly organized and existing under the by virtue of the laws of the State of Colorado Town Manager ATTEST: f &o~ Lorelei Donaldson, Town Clerk STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2005, by Stanley B: Zemler, as Town Manager of Town of Vail, a municipal corporation duly organized and existing under the by virtue of the laws of the State of Colorado. My commission expires: l0 V$ avD COL to blic h N+p► ANN G~ 11 649322.1 RCRSH 3 EXHIBIT A Legal Description of Servient Estate (within Tract A, Vail/Lionshead Third Filing) (See attached) • • 649322.1 RCFISH A-1 C7 Z M w "Z Z Q O J W U ,t M 't 00 Q L~ Lo cn O O b )S02*38'12"E - 172.00' N rn ED I 3 0 O d it ~w U Q J wa H 0 U Q Q W z O /J i 4\j ~o ~ w Q I J J N U TRACT A VAIL/LIONSHEAD, THIRD FILING N (BOOK 221, PAGE 992) o Z N02'37'58"W - 111.86 N r U-) I w M d i~ 00 z co 0 / z) ~ W N O Q Z J fi Z ~ W - d ~ O Ir QZ N II OU Y V U w 0 m ~ v=i z O J J a 140f 'Ad OsTZ'SO SOOZ/1;0/10 '6-0'0V1lld 021£ V 1OV81\h01\sI!gl4x3-lus3\6MO\llV83AO\OV3HS4 LO e r- ° m N e :v O o•• -3 94 O z_ w a Q- W N J L~ N^ w W 0 U 0 A U QZQa' U) z n-w zHE- Mm0 0 W Uqrr A;7 r W w Q Q U w Q N N W N N of W d 0 U J C jw Q - p W D° z pad xw rn~ o o N00 J W j00 Z(nY O LnON ~ N ( z\W 00 r z a X W Dim J O m w w JvU) QL~ E;; Q Q Q > a_0 UQ E+0 w w U Z ZO E- EO S02'3EB'12"E - 172.00' r y\ n / X,l l v x, y j \ \ r J w z z D H U z_ J L~ 0 Q F - C) Q Of t- I n )Il\:d EXHIBIT "A" ev EASEMENT DESCRIPTION AN UNDERGROUND TUNNEL EASEMENT LOCATED WITHIN TRACT A VAIULIONSHEAD, THIRD FILING, AS RECORDED OCTOBER 15, 1971 IN BOOK 221 AT PAGE 992, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID TRACT A VAIL/LIONSHEAD, THIRD FILING; THENCE ALONG THE EAST LINE OF SAID TRACT A, VAIULIONSHEAD THIRD FILING THE FOLLOWING TWO (2) COURSES: 1) S 44°16'01" W A DISTANCE OF 0.85 FEET; 2) S 02-38'12" E A DISTANCE OF 4.27 FEET; THENCE DEPARTING SAID EAST LINE OF SAID TRACT A, VAIL/LIONSHEAD THIRD FILING N 48°01'04" W A DISTANCE OF 6.92 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT A, VAIULIONSHEAD THIRD FILING; THENCE ALONG SAID NORTH LINE OF SAID TRACT A, VAIULIONSHEAD THIRD FILING N 87-13'19" W A DISTANCE OF 5.54 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 12 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN' AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD, THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 IN BOOK AT 221 PAGE 992, IS (+00° • P:\LIONSHEAD\OVERALL\docs\Easement Legals\TOV\74-Tract A-Third-Tunnel.doc BRENT BIGUS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • C EXHIBIT A-1 • Depiction of Location of Tunnel Improvements (within Tract A, Vail/Lionshead Third Filing) (See attached) r-~ L---j • AM 649322.1 RCFISH E b W OW J ~ Z L V • CW EXHIBIT B-1 Legal Description of Dominant Estate (owned by Vail Associates) Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • B1-1 649322.1 RUISH i i EXHIBIT B-2 Legal Description of Dominant Estate (Lion Square Associations) Lion Square Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on April 9, 1971, at Book 220, Page 177, and the related condominium declaration also recorded April 9, 1971, at Book 220, Page 176; Lion Square Condominiums Phases II and III located in the Town of Vail, State of Colorado, which Condominiums were established by a condominium map or maps for Phase II recorded August 18, 1972, at Book 225, Page 105, and January 26, 1973, at Book 227, Page 427, and the condominium map for Phase III recorded January 30, 1973, at Book 227, Page 513, and the related condominium declaration for Phases II and III recorded August 18, 1972, at Book 225, Page 104, as supplemented by,instrument recorded January 30, 1973, at Book 227, Page 512; and Lion Square North Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on August 16, 1975, in Book 239 at Page 408, and the related condominium declaration recorded on August 16, 1975, in Book 239 at Page 407. All recordings referenced above are in the real property records for Eagle County, Colorado. • 649322.1 RCFISH B2-1 • C-1 I V-QRI L.ULUKMUU 937645. TEAK J SIMDNTON 91:38:52PM 174 REC. $61.00 DOC PAGES 12 1111, 11/21/2065 75. TRACT A 3" FIL ROAD 76. TRACT E 3" FIL ROAD GRANT OF EASEMENT (SURFACE ACCESS) (See Attached) lr*\ u After recording; please call Gerry Arnold at 845.2658 to pick up this document. r i 75. TRACT A 3RD FIL ROAD 76. TRACT E 3RD FIL ROAD GRANT OF EASEMENT (Surface Access) TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado ("Grantor"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation, whose street address is 137 Benchmark Road, Avon, Colorado 81620 ("Vail Associates,"), and to LION SQUARE PHASE H AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, and LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, whose collective street address is Attn: General Manager, 660 West Lionshead Place, Vail, Colorado 81657 (collectively the "Lion Square Associations," and collectively with Vail Associates the "Grantees"), a perpetual easement (the "Easement") upon, across, and over the surface of that certain real property described in Exhibits A-1 and A-2 attached hereto (together the "Servient Estate") for access, by vehicular and pedestrian traffic and other forms of transport, through the Servient Estate to and from adjacent properties, and for the construction, installation, modification, replacement, maintenance, repair, paving, use and enjoyment of access improvements upon the surface of the Servient Estate. (The location of those surface access improvements as proposed for construction and/or reconstruction within the portions of the Servient Estate described on Exhibit A-1 are generally depicted for illustrative purposes only on Exhibit A-1-1 attached hereto.) The Easement shall otherwise be governed by the following terms and conditions: 1. The Easement shall constitute an easement appurtenant for the benefit of (i) Vail Associates as the owner of that real property legally described on Exhibit B-1 attached hereto, and (ii) the Lion Square Associations and their constituent members as the governing owners' associations for and owners of those real properties legally described on Exhibit B-2 attached hereto (collectively the "Dominant Estate"), and shall run to the benefit of and may be enjoyed by those parties and their successors in interest in the ownership of the Dominant Estate or any portion thereof, any tenants or other residents or occupants claiming by, through or under such parties or such successors, and the agents, employees, customers, contractors, licensees and invitees of any of them (collectively, the "Invitees"). 2. The Easement shall be non-exclusive, and Grantor shall have and retain the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. Grantor specifically reserves, without limitation, for itself and the use and benefit of the public, the right to use the Servient Estate for access purposes in conjunction with the adjacent dedicated right-of-way for Lionshead Place, and agrees and declares that the improvements within the Servient Estate, and the adjacent sidewalk, are and shall be dedicated and maintained as part of the public right-of-way of Lionshead Place, for the 649269.2 RCFISH use of the public, the foregoing being subject, however, to consistency with the use and enjoyment of the Easement. Grantor covenants that Grantor will not do or permit to be done anything which violates or materially interferes with the use and enjoyment of the Easement by Grantees or the other Invitees. 3. This instrument and the Easement shall touch and concern and run with the land as a burden to the Servient Estate and benefit to the Dominant Estate and shall be binding upon and inure to the owners thereof and their successors in interest, and specifically including, without limitation, the Invitees as set forth above. 4. This instrument and the Easement shall be governed by and construed in accordance with the laws of the State of Colorado. The Exhibits referenced herein as being attached hereto are incorporated herein by this reference and made a part hereof. [Balance of page intentionally left blank] • 649269.2 RCFISH 2 • o IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the lLf~ day of N6 Ue m b Q v, 2005. TOWN OF VAIL, a municipal corporation duly organized and existing under the by virtue of the laws of the State of Colorado O: SBy: Stanley B emler, Town Manager ATTEST: Lorefei Donaldson, Town Clerk STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) (ow The foregoing instrument was acknowledged before me this day of , 2005, by Stanley B. Zemler, as Town Manager of Town of Vail, a m cipal corporation duly organized and existing under the by virtue of the laws of the State of Colorado. My commission expires: `4/; g~ 200c' 649269.2 RCFISH 3 EXHIBIT A-1 Legal Description of Servient Estate (within Tract A, Vail/Lionshead Third Filing) (See attached) • • AM 649269.2 RCFISH (6w` !1 y N w • O Z z J F - z W w u Z w 0 U LL 0 z 0 CL L- O Z_ O W LLJ N/ J Q V a Q ~ C1 C,4 N ~W QI w DC,40~ Z w= N 0 C, N 2 N a N 0 0 Cn m m J W ZzLnY ZO Np I I M ~ x Of Um N OM Nln LLJ Q~ LJ O J Cf _ Z v to ~ O • • vr- , Q^ Ly W J l.~ W W N r W. C.7 i~LiCS' ~ v • 6 c3 ' ZQrn F- Z a~ 4 . . W OQ 11\\\ ~WC)( j L NN 111 1111 a Q c d U Q W H N Z O S02'38'12"E - 172.00' o Ix -d x m } n u N • , . Y•. . ~ . t . X , y r` ^ V LdLJ 1 ~ W U N J Q TRACT A VAII/UONSHEAD, THIRD FILING `V (BOOK 221, PAGE 992) con N02-37'58°W - 111.86 0 N co N W In UQ LJZ W - CL J ~ O Lo Z O N Q Z N O Y U O O m v J i il 7 00 z pE . Y71 O O z° 30 wa q0 U Z E" Z W L7 Z) W W O U Rm= xWZa U WO\W rx a .a f- 0 dz x5: E.O F C.~ Z J O Lr m F--• F- W H V) Z Li r- -tn c.4 -e to co (7. r, J J4or 'Ad Lz CZ :go SDOz/SO/,o '6Ma wn!j oat v l wru\nol\sl!a!a•3_1-s3\6--\rda3no\av3HSv O Q O C~ Z J L~ O Q F- L) Q H- I u') r` on\ ~d EXHIBIT "A" - 4 EASEMENT DESCRIPTION A ROADWAY EASEMENT LOCATED WITHIN TRACT A VAIL/LIONSHEAD, THIRD FILING, AS RECORDED OCTOBER 15, 1971 IN BOOK 221 AT PAGE 992, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING ON A POINT ON THE NORTHWEST CORNER OF SAID TRACT A VAIULIONSHEAD, THIRD FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT A, VAILJLIONSHEAD THIRD FILING 40.00 FEET ALONG AN ARC OF A CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 38°11'43", A RADIUS OF 60.00 FEET, A CHORD WHICH BEARS S 79°51'2T' E A DISTANCE OF 39.26 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING ALONG THE NORTHERLY LINE OF SAID TRACT A, VAILILIONSHEAD THIRD FILING THE FOLLOWING TWO (2) COURSES: 1) 98.80 FEET ALONG AN ARC OF A CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 94°20'45", A RADIUS OF 60.00 FEET, A CHORD WHICH BEARS N 33°52'19" E A DISTANCE OF 88.01 FEET; 2) N 87-30'19" E A DISTANCE OF 12.67 FEET TO THE NORTHEAST CORNER OF SAID TRACT A. VAIL/LIONSHEAD THIRD FILING; THENCE CONTINUING ALONG THE EAST LINE OF SAID TRACT A, VAIL/LIONSHEAD THIRD FILING THE FOLLOWING TWO (2) COURSES: 1) S 44°16'01" W A DISTANCE OF 0.85 FEET (CALCULATED); 2) S 02-38'12" E A DISTANCE OF 24.92 FEET; THENCE DEPARTING SAID NORTH LINE THE FOLLOWING TWO (2) COURSES: 1) S 24-49'11" W A DISTANCE OF 17.74 FEET TO A POINT OF CURVATURE; 3) THENCE 67.58 FEET ALONG SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 69°46'08", A RADIUS OF 55.50 FEET, A CHORD WHICH BEARS N 59-42'15" E A DISTANCE OF 63.48 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 831 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING-IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26' 53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONS *Wi~ FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 IN BOOK AT 221 PAGE 992,1,%l IK RFV BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. 0 P:\LIONSHEAD\OVERALL\docs\Easement Legals\TOV\75-Tract A-Third-Road.doc a • EXHIBIT A-1-1 Depiction of Location of Proposed Access Improvements (within Tract A, Vail/Lionshead Third Filing) (See attached) • • 649269.2 RCFISH Al-1-1 0 N ~o z = w p U CL w U w of W Q Elf :D Q 0 o (n J z 0 J v z_ ~ J LL. = > U ~ Q b\ 1 LL M Q z wQ co 0 O CY- O N Z J J 7 U - - - ~a rn O U [ N r J O O _ O H N Q O 0 O z o ~ =II t _ U 0 Lo w Q ¢ o J Z :2 d Q ~p U - - - Q Z N op M cn 17 I 5 04 0 • EXHIBIT A-2 Legal Description of Servient Estate (continued) Tract E, Vail/Lionshead Third Filing, according to the plat thereof recorded October 15, 1971, in Book 221 at Page 992, County of Eagle, State of Colorado • ~J A2-1 649269.2 RCFISH 0 • EXHIBIT B-1 Legal Description of Dominant Estate (owned by Vail Associates) • Lot 4, Block 1, and Tract D, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, VailLionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; Tract C, VaiULionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Vail Associates; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. 649269.2 RCFISH B1-1 ! • EXHIBIT B-2 Legal Description of Dominant Estate (Lion Square Associations) Lion Square Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on April 9, 1971, at Book 220, Page 177, and the related condominium declaration also recorded April 9, 1971, at Book 220, Page 176; Lion Square Condominiums Phases II and III located in the Town of Vail, State of Colorado, which Condominiums were established by a condominium map or maps for Phase H recorded August 18, 1972, at Book 225, Page 105, and January 26, 1973, at Book 227, Page 427, and the condominium map for Phase III recorded January 30, 1973, at Book 227, Page 513, and the related condominium declaration for Phases II and III recorded August 18, 1972, at Book 225, Page 104, as supplemented by instrument recorded January 30, 1973, at Book 227, Page 512; and Lion Square North Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on August 16, 1975, in Book 239 at Page 408, and the related condominium declaration recorded on August 16, 1975, in Book 239 at Page 407. All recordings referenced above are in the real property records for Eagle County, Colorado. B2-1 649269.2 RCFISH EAGLE COUNTY RECORDER, COLONAUU y~ b 4b TEAK J SIMONTOV a1=36:53P11 174 REC: $21.00 DOS PAGES= 4 11/21/2605 78. Tract A 3rd Fil & Tract B 1" FU Access GRANT OF EASEMENT (SERVICE ACCESS) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 0 78. Tract A 3rd Fil & Tract B Ist Fil Access GRANT OF EASEMENT (Service Access) TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado ("Grantor"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, for good and valuable consideration, in hand paid or received, hereby grants and conveys to THE VAIL CORPORATION, DBA VAIL ASSOCIATES, INC., a Colorado corporation ("Grantee"), whose street address is c/o Vail Resorts Development Company, 137 Benchmark Road, Avon, Colorado 81620, an access easement in perpetuity (the "Easement"), upon, across and over that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") to use and enjoy the Servient Estate for utilities service and mountain service vehicles and deliveries, excluding, however, any mechanized guest transportation routing purposes. The Easement shall constitute an easement in gross for the benefit of the Grantee and its designees (which in any event will include any successor operator of Vail Mountain), and the contractors, agents, licensees and invitees of any of them. The Easement is and shall be freely transferable by Grantee and any successor holders thereof, and any such transfer shall not terminate or otherwise impair the rights under the Easement. The Easement shall be non-exclusive, and Grantor shall have the right to use and enjoy the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 78. Traa A 3rd Fil&Tract B 1 st Fi lAccmDOC L] t IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the $ day of /Ud y e. m h e r , 2005. TOWN-OF VAIL, a.municigal_.corp-oration.duly organized and existing and by virtue of the laws oF.WOL of the State of Colorado BY: a er, Town Manager t ey B. ATTEST: (JXrelejDonaldson, Town Clerk STATE OF COLORADO ) ) ss: COUNTY OF --4dA- The foregoing instrument was acknowledged before me this day of 2005, by Stanley B. Zemler, as Town Manager of TOWN OF VAIL, a municipal corporation duly organized and existing and by virtue of the laws of the State of Colorado. Witness my hand and official seal. My co • 78. Tract A 3rd Fil&Tract B lst Fi lAccess.DOC 2 a • EXHIBIT A Servient Estate E Tract A, Vail/Lionshead Third Filing, according to the recorded plat thereof; and Those portions of Tract B, Vail/Lionshead First Filing (according to the recorded plat thereof) which were conveyed to the Town of Vail by deed recorded July 17, 1984 in Book 389, at Page 502; County of Eagle, State of Colorado. A-1 EAGLE UUUNIY KtUUKUtM, UULUKRUU 837669 TEAK J SIMONTON 11:39:16PM 213 %W REC: $51.00 DOL PAGES: ;OJ2112005 I p 79. TRACT C SH CONSTRUCTION LICENSE AGREEMENT (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 79. TRACT C SH CONSTRUCTION LICENSE AGREEMENT THIS CONSTRUCTION LICENSE AGREEMENT ("Agreement") is made as of the s+ day of V d v ckn A -e r , 2005, by and between the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), and THE VAIL CORPORATION, D/B/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"). RECITALS: A. The Town is the owner of certain real property located in the Lionshead area in the Town of Vail, State of Colorado, which is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Licensed Areas"). B. Vail Associates is the owner of certain real property contiguous or proximate to the Licensed Areas that is commonly known or referred to as the "Lionshead Core" and that is legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Core Property"). Vail Associates intends to commence the development and construction on the Core Property of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; and public and recreational facilities, including, without limitation,.an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and ' amenities, and ski clubs or similar associations or operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively the "Core Project"). C. In order to commence construction of the Core Project, Vail Associates has requested that the Town grant an irrevocable license to install and use, within subterranean portions of the Licensed Areas, tieback anchors and other components of a construction shoring system that also incorporates soldier beams and related materials and that is necessary to provide interim support for and to stabilize construction, excavation and installation for the Core Project and to prevent subsidence of soils during the course of construction (the "Shoring System"). The construction and installation process for the Shoring System within the Licensed Areas is sometimes referred to hereinafter as the "Construction." The Town has determined to grant the requested license in accordance with and subject to all the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, the Town and Vail Associates covenant and agree as follows: 1. Grant of License, Term. (a) The Town hereby grants Vail Associates a temporary, non- exclusive construction license upon, over and beneath the Licensed Areas, which license 649434.5 RUISH 0 0 is and shall be irrevocable and coupled with an interest and non-terminable (the "License"), for the construction, installation, operation, testing, inspection, maintenance, use and enjoyment of the Shoring System in conjunction with and throughout the course of the construction, installation and development of the Core Project. Vail Associates agrees, in consideration of the grant of the License, that the Shoring System shall be undertaken in material conformity with the plans and drawings therefor submitted to and reviewed by the Town in conjunction with the issuance or pending issuance by the Town of a building permit for the Core Project, as the same may be subsequently modified with the Town's approval (the "Plans"). (b) The License shall become effective as of the date hereof, and shall remain in full force and effect until the completion of the construction of the Core Project, which for this purpose shall be deemed to occur (i) only at such time as Vail Associates secures a temporary or permanent certificate or certificates of occupancy issued by the Town which authorizes the ongoing occupancy, use and enjoyment of all building improvements within the Core Project developed by Vail Associates, or (ii) if and when Vail Associates at its election voluntarily relinquishes its rights under the License by a written instrument to that effect executed by Vail Associates (which written instrument shall be recorded if this Agreement is also recorded). The License may be used and enjoyed by Vail Associates and its agents, employees, contractors, and designees, and any other agents, contractors and invitees acting by, through or under any of them (collectively the "Permittees"). 2. Construction Process. (a) Vail Associates covenants that the Construction will be undertaken in a good and workmanlike manner in material conformity with the Plans, and otherwise in conformity with all applicable legal construction requirements as applied and enforced by the Town, pursuant to customary drilling construction methods for purposes of minimizing noise and vibration, and in accordance with other good construction practices to avoid any resulting penetration of or physical damage to the surface of the Licensed Areas, or any resulting failure of subjacent support for the surface of the Licensed Areas. Should there arise any such penetration or physical damage to or failure of subjacent support for the surface of the Licensed Areas, Vail Associates will be solely responsible for restorations as necessary to bring the surface of the Licensed Areas into a good condition that is in conformity and/or consistent with the approved plans and specifications governing the development of the Core Project, and to restore the subjacent support for the surface uses of the Licensed Areas. (b) Vail Associates will assume full responsibility for any and all damages incurred to Utility Company facilities within the Licensed Areas that may be caused by the Construction. For purposes of this Agreement, "Utility Company" refers to any company, government entity, or agency that has legally installed public or quasi- public utility facilities within the Licensed Areas, including, but not limited to, Eagle River Water and Sanitation District, Excel Energy, Holy Cross Energy, Comcast Corporation, and Qwest Corporation. Any replacements or repairs of Utility Company otter facilities which are necessitated because of damage thereto caused by the Construction 649434.5 RCMSH 2 0 0 shall be made at the sole expense of Vail Associates, with the remedial work being undertaken by Vail Associates or the respective Utility Company as the Utility Company may elect; if the remedial work is undertaken by the applicable Utility Company, Vail Associates will reimburse the Utility Company for its out-of-pocket hard construction costs incurred therefor, provided the Utility Company shall reasonably confer with Vail Associates concerning those costs before commencing the work. Any such reimbursement will be due and owing within thirty (30) days after notice thereof from the Utility Company, accompanied by paid invoices and other documentation reasonably substantiating the incurrence and payment of the subject costs. The foregoing obligations of Vail Associates shall not apply to any damaged facilities that are being replaced by other facilities in conjunction with the Core Project and to be no longer used for providing service. Vail Associates will, however, bear the obligation and cost for any relocation of Utility Company facilities previously located within the Licensed Areas which are to be relocated under the terms of the approved plans for the Core Project. 3. Non-Exclusive. The License shall be non-exclusive to the extent that the Town may retain all rights to use the Licensed Areas that are materially consistent and do not materially interfere with the use and enjoyment of the License and the Shoring System by Vail Associates and the Permittees. The Town specifically agrees that the Town shall not do or permit anything to be done which physically disturbs or impairs the function of the Shoring System during the course of the Construction or the development of the Core Project. 4. Completion. (a) Upon the completion of the construction of the Core Project, as such completion is defined in paragraph 1(b) above, the License shall terminate, the Town shall hold the Licensed Areas free from the License, and Vail Associates will have no further right to the use and enjoyment of the License or the Shoring System and shall be deemed to have abandoned the same. Upon such termination of the License, it is understood that the Shoring System will be abandoned in place within the Licensed Areas, and Vail Associates will have no obligation or duty to remove the same, except as provided below: (i) Vail Associates will remove any components of the Shoring System located within eighteen (18) inches of the surface of the Licensed Areas; and (ii) In the event that any maintenance or new construction for utility or drainage facilities within the Licensed Areas, whether undertaken by the Town or any Utility Company, requires excavation that necessitates the removal of components of the Shoring System, the Town may require Vail Associates to bear the additional incremental, out-of-pocket hard construction costs that are incurred by the Town or applicable Utility Company in order to remove the subject components of the Shoring System. Such incremental costs shall be paid by Vail Associates directly to the Town or the applicable Utility Company within thirty (30) days after notice thereof, such notice to be accompanied by paid invoices and other documentation reasonably substantiating the incurrence and 649434.5 RCFISH 0 0 payment of the costs to be so reimbursed. The Town's rights under this paragraph (ii) shall not apply until the termination of the License, and during the term of the License the Town will warrant and defend Vail Associates and the Permittees in the use and enjoyment of the License and related possession of the Licensed Areas, without interference by third-party claims or interests. The obligations of Vail Associates under this paragraph (ii) may be delegated and assigned of record, in whole or in part, to the owner from time to time of a specified portion of the Core Project (which may include a specified portion owned by Vail Associates), in which event, and notwithstanding any provisions to the contrary in paragraph 5 below, the owner from time to time of the specified portion of the Core Project will become solely liable for the delegated and assigned obligations, so long as the assignee owner accepts such obligations by recorded instrument; moreover, Vail Associates may also delegate and assign all or part of its obligations under this paragraph (ii) to any owners association formed with powers of governance in connection with the Core Project, or any metropolitan district formed under Colorado law with jurisdiction over the Core Project or any other property within the subdivision plat of Lionshead Sixth Filing, and (again notwithstanding the provisions to the contrary in paragraph 5 below) such association or district shall become solely responsible for those obligations to the extent the association or district assumes or undertakes such obligations. (b) Upon abandonment of the Shoring System under paragraph 4(a) above, the Town, in turn and at its election, and without Vail Associates having any resulting obligation in connection therewith, may leave the Shoring System in place or otherwise manage, treat or dispose of the Shoring System within the Licensed Areas in any manner permitted by law, and Vail Associates will have no further obligation in connection with the Shoring System from and after such abandonment, subject, however, to Vail Associates' express obligations under paragraph 4(a) above pertaining to required removals. Upon the termination of the License due to completion of construction or otherwise, either party, upon the request of the other, shall execute and deliver a recordable instrument confirming that such termination has occurred. 5. Successors in Interest; Assignment. With respect to Vail Associates, the License shall constitute a non-appurtenant right and interest in favor of Vail Associates, akin to an easement in gross, and Vail Associates' interests therein and under this Agreement shall not run to the benefit of any successor owner of the Core Property; provided, however, that such interests, including the License, may be assigned by Vail Associates, by written instrument, to any other party acquiring an ownership interest in the Core Property or any portion thereof. Notwithstanding any such assignment or any succession of ownership interests in the Core Property, Vail Associates will remain liable for its obligations hereunder (subject, however, to the provisions of paragraph 4(a)(ii) above). No successor in interest of Vail Associates in and to the Core Property, or any portion thereof, will have any obligation for any of Vail Associates' obligations hereunder except as provided in any written assumption made by such successor as an assignee of Vail Associates hereunder. In the case of any assignment, and subject to the foregoing provisions, the term "Vail Associates" hereunder shall mean the assignee then holding 649434.5 RCFISH 4 0 0 Vail Associates' rights hereunder. The License and the terms of this Agreement shall touch and concern and run with the land as a burden and benefit to the ownership of the Licensed Areas. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 7. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and any prior or extrinsic agreements or understandings with respect to the subject matter hereof, whether oral or written, are superceded hereby. 8. Waiver and Amendment. In no event shall any failure by Vail Associates or the Town to enforce any provision in this Agreement be deemed a waiver of the right to enforce such provision thereafter. This Agreement may be amended, and any provision hereof may be waived, only to the extent set forth in a written instrument executed by the party against whom enforcement of such amendment or waiver is sought. 9. Attorneys' Fees. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court shall be bound to make this award). 10. Recordation. This Agreement may be recorded in the real property records for Eagle County, Colorado, at the election and expense of Vail Associates. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute and original, and which together shall constitute one and the same agreement. [Balance of page intentionally left blank] • 649434.5 RCFISH 0 0 IN WITNESS WHEREOF, the Town and Vail Associates have made this Construction License Agreement as of the day, month and year first above written. TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado L j4~ •y . o • DO • ' By: a/, , 2 Stanley B. Z ler, Town Manager ATTEST: AT Donaldson, Town Clerk STATE OF COLORADO ) ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2005, by Stanley B. Zemler as Town Manager of the Town of Vail, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. M • 699434.5 RCFISH 6 WITNESS my hand and official seal. • Approved as to Form: Legal Department Name: GORY ARNOLD Signature Date: 'U STATE OF COLORADO ) ss: COUNTY OF EAGLE ) B N T I f4 accciust The foregoing instrument was acknowedged before me this day of , 2005, by D. wt as Sr c R r P id Pew of The ail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. WITNESS my hand and official seal. My commission expires: b D • ~QRY A R~ . N° rAAr`` Notary Public 649434.5 RUISH 79Construction License Agreement.DOC THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation • 0 EXHIBIT A Legal Description of Licensed Areas • C7 Tract C, Lionshead Sixth Filing, according to the recorded plat thereof, County of Eagle, State of Colorado. 649434.5 RUISH A-1 • S EXHIBIT B Legal Description of Core Property E • Lot 1, Lionshead Sixth Filing, according to the recorded plat thereof, County of Eagle, State of Colorado. 649434.5 RCFISH B-1 cnvL! wuMiT KtUUKUtK.. UULURADO TEAK";!" $1.J ONTON 937670 11:39:1?PM 133 REC; $16.00 DOC PAGES: 3 11121/2005 1 !3)) nI 80. TRACT C -ACCESS DECLARATION OF PUBLIC ACCESS EASEMENT (See Attached) After recording; please can Gerry Arnold at 845.2658 to pick up this document. 0 0 80. TRACT C - ACCESS DECLARATION OF PUBLIC ACCESS EASEMENT TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, acting in its capacity as the owner of certain real property in the County of Eagle, State of Colorado, described as Tract C, Lionshead Sixth Filing, according to the plat thereof recorded on or about the recordation of this instrument (the "Servient Estate"), and pursuant to its municipal police powers, hereby declares that the Servient Estate shall be owned and held subject to a non-exclusive public easement in perpetuity (the "Easement"), which Easement is hereby established by the Town as a public dedication, for the use of the public, and is and shall be upon, across and over the surface of the Servient Estate for pedestrian access, ingress and egress, and also emergency access, ingress and egress by fire trucks, ambulances and other emergency vehicles. Any use or enjoyment of the Easement shall be in accordance with and subject to all laws, rules and regulations governing the use and enjoyment from time to time of public sidewalks, walkways, access ways and rights of way dedicated to and/or held by the Town; those laws, rules and regulations are hereby made specifically applicable to the use and enjoyment of the Easement. The Town specifically reserves all rights it otherwise has to employ, and to authorize and grant rights to others to employ, the Servient Estate for other uses and purposes, including, without limitation, access by passenger vehicles. The fact that the ownership interests in the Servient Estate and the rights and interests in and to the Easement are or may be held at any time by the same party shall not cause any merger or extinguishment of the Easement, it being the specific controlling intent of the Town that no such merger or extinguishment occur. [Balance of page intentionally left blank] • 644639.1 RUISH 0 • IN WITNESS WHEREOF, the Town of Vail has executed this Declaration of Public Access Easement as of the <~l 5*day of y 10 U 4 v►1 b R r , 2005. TOWN OF VAIL, a municip al corporation duly organized and existing under and by virtue of the laws of the State of Colorado LSE-4 N horeVii : By: Title:. c.~, r /11 J .P_ y onal dson, Town Clerk STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2005, by 5fanky A ZewlseA as ~CUk ~~roo~ic~ of he Town of Vail, a municipal corporatio duly organized and existing under and y virtue of the laws of the State of Colorado. Witness my hand and official seal. My 644639.1 RUISH 2 tHULL CUUNTY RECORDER, COLORADO 937671 TEAK J SIMONTON 01:39:IBPM 133 . i RECs $16.00 DOU-w$ PAGES: 3 11x2112005 I 3,1~I 81. TRACT C - DR and UTIL DECLARATION OF UTILITIES AND DRAINAGE EASEMENT (See Attached) E After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 r ~ 81. TRACT C - DR and UTIL DECLARATION OF UTILITIES AND DRAINAGE EASEMENT TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, acting in its capacity as the owner of certain real property in the County of Eagle, State of Colorado, described as Tract C, Lionshead Sixth Filing, according to the plat thereof recorded on or about the recordation of this instrument (the "Servient Estate"), and pursuant to its municipal police powers, hereby declares that the Servient Estate shall be owned and held subject to a public easement in perpetuity (the "Easement"), which Easement is hereby established by the Town as a public dedication, for the use of the public, and is and shall be upon, across and over the Servient Estate for the construction, installation, modification, replacement, maintenance, use and enjoyment of public and private equipment, facilities and improvements for or related to sanitary sewer, water, gas, electric, telecommunications and other utilities services, and also storm drainage. Any use or enjoyment of the Easement, whether by applicable utilities suppliers and their designees, contractors and agents, or by others, shall be in accordance with and subject to all laws, rules and regulations governing the use and enjoyment from time to time of public utility or storm drainage facilities, or easements for those facilities, located within public rights of way dedicated to and/or held by the Town; those laws, rules and regulations are hereby made specifically applicable to the use and enjoyment of the Easement. The fact that the ownership interests in the Servient Estate and the rights and interests in and to the Easement are or may be held at any time by the same party shall not cause any merger or extinguishment of the Easement, it being the specific controlling intent of the Town that no such merger or extinguishment occur. [Balance of page intentionally left blank] 644211.1 RCFISH 04/11/05 IN WITNESS WHEREOF, the Town of Vail has executed this Declaration of Utilities and Drainage Easement as of the ?I st day of Nc) U .e,,-,-, b-.r_ r )2005. ~!fd.0 SEAL coco~oo,, ATE - A. ~n /h A A relef Donaldson, Town Clerk TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado By: Name: Title: o 4-§/ moviaQ -eY STATE OF COLORADO ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of t 01 2005, by • Zew as AV-A cr !e of the Town of Vail, a municipal corporation/duly organized and existing under and b virtue of the laws of the State of Colorado. Witness my hand and official seal. • My commission expires: M gE5[ 644211.1 RCFISH 04/11/05 2 EAGLE COUNTY RECORDER. COLORADO 937673 TEAK J SIMONTON REC: $46.00 DOC 139:20PM PAGES: 9 11/2112005 • 90. TOV ENCROACHMENT LICENSE CORE SITE LICENSE AGREEMENT (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pickup this document. 0 0 0 90. TOV ENCROACHN4ENT LICENSE cr I CORE SITE LICENSE AGREEMENT , THIS CORE SITE LICENSE AGREEMENT ("Agreement") is made as of the J IS' day of 2005, by and between the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town"), and THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates'). RECITALS: A. Vail Associates is the owner of certain real property in the Town of Vail, Eagle County, Colorado, which is commonly referred to as the "Core" site, which is in the process of being redeveloped under a currently adopted project name of "Arrabelle at Vail Square, and which on or about the date hereof has been resubdivided as Lot 1, Lionshead Sixth Filing (the "Core Site"), according to the final subdivision plat thereof (the "Core Plat") approved by the Town and recorded in the real property records for Eagle County, Colorado (the "Records' prior to the recordation of this Agreement (the "Core Site"). Vail Associates intends to commence the development and construction on the Core Site of a mixed-use real estate project that may include, without limitation, residential condominium and/or other multi-family residential units; public accommodations, including hotel and/or lodge facilities; commercial retail facilities, including, without limitation, those incorporating restaurants, coffee shops and other eating and drinking establishments; public and recreational facilities, including, without limitation, an outdoor skating rink, open plaza and other areas allowing for recreational or entertainment activities and amenities, and ski clubs or other similar associations with operations related to sporting, recreational or outdoor activities; and other improvements and facilities ancillary, incidental or related to the foregoing (collectively, together with the Core Site, the "Core Project"). The development of the Core Project is governed in part by and to be undertaken pursuant to that certain Core Site Development Agreement dated as of November 8, 2004, and made among the Town, Vail Associates, and Vail Reinvestment Authority (the "Development Agreement"). The Development Agreement has been recorded in the Records prior to this Agreement. B. Certain elements of and improvements incorporated into the Core Project, as heretofore or hereafter constructed, developed or modified and approved by the Town, whether pursuant to the Core. Site Design Approvals (as defined in the Development Agreement) or other construction or development approvals rendered by the Town, may encroach into public areas owned by the Town and platted as Tract C on the Core Plat ("Tract C") and also into the public right-of-way of Lionshead Place adjacent to the Core Site. The applicable encroachments (the "Encroachments") include encroachments into Tract C by subterranean structural footings, balconies -and other overhangs which will be part of the Core Project (the "Building Improvements'); subterranean access tunnel improvements that extend into Lionshead Place from the Core Site (the "Tunnel Improvements"); and access improvements (the "Access Way Improvements') within a vehicular/pedestrian access way across a segment of Tract C adjacent to the westerly boundary of the Core Site (the "Access Way") which will furnish ingress and 644371.4 RUISH egress between portions of the Core Site (which portions, prior to the adoption of the Core Plat, were legally described as Tract G and Lot 2, Block 1, Vail/Lionshead Third Filing, according to the recorded plat thereof). The Encroachments are generally described or depicted for informational or illustrative purposes on Exhibit A attached hereto and incorporated herein by this reference. Pursuant to the Development Agreement, the Town has determined to grant Vail Associates a license to accommodate the Encroachments. Tract C and Lionshead Place are sometimes referred to hereinafter collectively as the "Licensed Areas." NOW, THEREFORE, in consideration of the above premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and Vail Associates hereby mutually covenant and agree as follows: 1. - Grant of License. The Town hereby grants Vail Associates a license upon, across, over and under the Licensed Areas, which license is and shall be irrevocable and coupled with an interest and non-terminable (the "License"), to permit the Encroachments, and the construction, installation, replacement, possession, occupancy, maintenance, repair, operation, use and enjoyment of the pertinent improvements that cause any applicable Encroachment from time to time (sometimes herein collectively the "Licensed Improvements"). The License shall specifically permit, without limitation, the use and enjoyment of the Tunnel Improvements and Access Way for access purposes, i.e., ingress and egress by vehicular and pedestrian traffic and other forms of transport. The License shall run to the benefit of and may be used and enjoyed by Vail Associates, any party having a possessory or other interest in the Core Project by, through or under Vail Associates, any other designees of Vail Associates, and the agents, contractors, licensees and invitees of any of them (collectively, the "Permittees"). With respect to the Tunnel Improvements, the License as applicable thereto may also be used and enjoyed to the extent of access purposes by Lion Square Condominium Association, Inc., Lion Square Phase H and III Condominium Association, Inc., and Lion Square North Condominium Association, Inc., and their constituent members in conjunction with the condominium properties governed and owned by them, any parties claiming any possessory or other interest in those condominium properties by, through or under any of them, and the agents, contractors, licensees and invitees of any of them (and all such parties will be included within the "Permittees" for such access purposes). 2. Scope of License; Ownership. The License shall be non-exclusive to the extent that the Town may retain all rights to use the Licensed Areas that are not materially inconsistent and do not materially interfere with the use and enjoyment of the License and the Licensed Improvements by Vail Associates and the Permittees. In any case no action will be taken by, through or under the Town that causes any physical penetration of or damage to or contact with the Tunnel Improvements. The Building Improvements and the Tunnel Improvements shall be and remain the property and domain of Vail Associates. 3. Maintenance of Access Way. Vail Associates will be obligated to undertake such maintenance, repairs and replacements from time to time as are necessary to keep the Access Way Improvements, including snowmelt systems that are incorporated therein, in good condition and repair, excepting ordinary wear and tear that do not materially impair function, utility, or appearance. ~Ww 644377.4 RCFISH 2 • • 4. Further Assurances. The Town will execute and deliver any further confirmations of the applicability of the License to specific Encroachments as such confirmations may be reasonably requested by Vail Associates from time to time. In addition, as and when "as-built" drawings of the Licensed Improvements are available, the Town and Vail Associates, upon the request of either party, will enter into and record a supplement to this Agreement that delineates the then-existing Encroachments and Licensed Improvements on the basis of those as-built drawings. Vail Associates will proceed promptly to obtain the as-built drawings when they can be fully prepared. Notwithstanding any succession in ownership to the Core Project, in whole or in part, Vail Associates shall retain and reserve the right, power and authority to make such supplement with the Town, which reservation shall be binding upon all successors in and to the Core Project. 5. License Appurtenant; Successors and Assigns. (a) Subject to the other provisions of this paragraph 5, the License and the terms of this Agreement shall run with the land and constitute an appurtenance benefiting and burdening the ownership of the Core Project, and accordingly shall inure to the benefit of and be binding upon Vail Associates and its successors-in-interest to the Core Project from time to time. Conversely, the License shall constitute a burden touching and concerning and running with the ownership of the Licensed Areas and shall be binding upon the Town and its successors-in- interest, if any, in and to the Licensed Areas. Except in connection with Vail Associates' reserved rights under paragraph 4 above, and subject to the terms of paragraph 5(c) below, references herein to "Vail Associates" shall mean from time to time the party or parties that are then the owner(s) and holder(s) of record fee title to the Core Project (collectively with Vail Associates, the "Owner(s)"). (b) Notwithstanding any other provisions of this Agreement to the contrary, no Owner shall have any liability for obligations, if any, accruing under this Agreement following the term of such Owner's ownership. In addition, the obligations of Vail Associates hereunder may be delegated and assigned of record, in whole or in part, to the Owner from time to time of a specified portion of the Core Project (which may include a specified portion owned by Vail Associates), in which event the Owner from time to time of the specified portion of the Core Project will become solely liable for the delegated and assigned obligations, so long as the assignee Owner accepts such obligations by recorded instrument; moreover, the Owner(s) may also delegate and assign all or part of the Owner(s)' rights and obligations hereunder to any owners association formed with powers of governance in connection with the Core Project or any metropolitan district formed under Colorado law with jurisdiction over the Core Project or any other property within the Core Plat, and such association or district shall become solely responsible for those obligations to the extent the association or district assumes or undertakes such obligations (and to the extent of any such assignment and/or delegation, the association or district, as applicable, shall be construed as an "Owner" for purposes of applying the other provisions hereof). Enforcement rights of the Town hereunder shall remain vested solely in the Town. (c) The rights of successors to Vail Associates in and to the Core Project will, except as otherwise provided below, be only for the passive occupancy, use and enjoyment under the License of the Licensed Improvements for their ordinary, everyday intended purposes. c"MA RCFISH 3 • 0 Notwithstanding any transfer or conveyance of any ownership interests in any portion of the Core Project, the rights under the License to construct, install, maintain, repair, or replace the Licensed Improvements, and any similar rights under the License of an affirmative nature to establish, preserve or control the physical characteristics of the Licensed Improvements (the "Improvement Rights"), shall not pass with title to the interests transferred or conveyed and may be exercised only by Vail Associates and its designees for that purpose from time to time, except to the extent that the Improvement Rights, in whole or in part, are (i) expressly assigned of record from time to time, and with any exercise of the Improvement Rights pursuant thereto to be subject to the terms of the assignment, or (ii) acquired by any mortgagee or other purchaser pursuant to a deed of trust or mortgage foreclosure whereby the Improvement Rights are expressly conveyed pursuant to an express encumbrancing of the Improvement Rights under the applicable mortgage or deed of trust (and such mortgagee or other purchaser shall be deemed an "assignee'.' for purposes of the provisions of this paragraph 5(c)). Any such assignment may, without limitation, be made in any manner permitted for a delegation of Vail Associates' obligations pursuant to paragraph 5(b) above, and may also be non-exclusive, whereby the assignor also retains rights of exercise. If Vail Associates or any subsequent assignee of any Improvement Rights fails to assign its Improvement Rights of record before that party is divested of all its ownership interests in the Core Project, then those Improvement Rights shall automatically vest in and be deemed assigned to the last transferee of any ownership interests of that party. With respect to the Improvement Rights, the term "Vail Associates" as used herein will include any successor Owner only to the extent such Owner is an assignee of the Improvement Rights under the foregoing provisions. 6. Term. The term of the License and this Agreement shall be governed by the following provisions: (a) The term of the License shall be perpetual; provided, however, that the License shall terminate and be of no further force or effect if the Core Project is ever abandoned following its initial construction. The Core Project shall be regarded as so abandoned only if and at such time as (i) all elements of the Core Project, as the same may be altered, modified, redeveloped or reconstructed from time to time (whether as a result of any casualty to, obsolescence of, or other loss or damage affecting the same, or whether by elective action) have been demolished and removed from the Core Site, and (ii) construction within the Core Site of new elements of the Core Project, as the same may be redeveloped, is not commenced within three (3) years after such complete demolition and removal (with this period being subject to extension under paragraph 6(b) below). (b) The time period established under paragraph 6(a) above for the requisite reconstruction or redevelopment pertaining to the Core Project will be extended for any delays caused by any event or circumstance beyond the reasonable control of Vail Associates, including, without limitation, labor strikes or lockouts, power shortages or failures, unavailability or shortages of materials, acts of God, acts of terrorism or war, inclement weather of such severity as to preclude continued work under prevailing industry standards, customary construction season limitations under prevailing industry standards, or any construction moratorium or other governmental action or inaction. • 6"377.4 RCFISH 4 • • (c) The Town, within ten (10) days after request by notice from time to time, will execute and deliver a written estoppel certificate, made expressly for the benefit of Vail Associates and its designees set forth in such notice, confirming whether the License then remains in force and effect. Any such estoppel certificate will be made on any form that Vail Associates may reasonably prescribe in its request notice, including the incorporation of an acknowledgment to establish recordable form. Any such request notice shall be given in accordance with the Development Agreement's notice provisions. (d) If additional or modified encroachments into Tract C or Lionshead Place ever result from any alteration, modification, redevelopment or reconstruction of the Core Project with the requisite approvals of the Town, then the License, so long as it remains in effect, shall extend to and permit those additional or modified encroachments, which will be subject to establishment and confirmation for purposes of this Agreement in accordance with paragraph 4 above. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 8. Entire Agreement. Subject to the terms and conditions of the Development Agreement, which shall remain in full force and effect, this Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and any prior or extrinsic agreements or understandings with respect to the subject matter hereof, whether oral or written, are superceded hereby. 9. Waiver and Amendment. In no event shall any failure by Vail Associates or the Town to enforce any provision in this Agreement be deemed a waiver of the right to enforce such provision thereafter. This Agreement may be amended, and any provision hereof may be waived, only to the extent set forth in a written instrument executed by the party against whom enforcement of such amendment or waiver is sought. 10. Attorneys' Fees. In the event any legal proceeding arises out of this Agreement and is prosecuted to final judgment, the prevailing party shall be entitled to recover from the other all of the prevailing party's costs and expenses incurred in connection therewith, including reasonable attorneys' fees (and any presiding court shall be bound to make this award). 11. Recordation. This Agreement shall be recorded in the Records. [Balance of page intentionally left blank] 0 64 MA RCRSH 5 • • IN WITNESS WHEREOF, the Town and Vail Associates have made this Core Site License Agreement as of the day, month and year first above written. TOWN OF VAIL, a municipal corporation duly F v AI L organized and existing under and by virtue of the laws of the State of Colorado oe- y: C O~ Stanley B. Z mler, Town Manager c ATTEST: orl ' onaldson, Town Clerk STATE OF COLORADO ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this Jf Z day of vwtv~ 2005, by Stanley B. Zemler as Town Manager of the Town of Vail, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. WITNESS my hand and official seal. My commission expires: D a v~04 COL r,4 N p ~ No ublic continue on next page] 644377.4 RCFISH 6 Approved as to Form: Leral Department Name: GE } Y ARNOL Signature Date: -C) STATE OF COLORADO COUNTY OF EAGLE ss: THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: ~ Name: Title: I'),- 'q O(L C4 tL The foregoing instrument was acknowledged before me this (la of 2005, by /U Q f Gi- ~ , D l~ f-4 1,1,1 as re s i'cja-~f The V ' Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. WITNESS my hand and official seal. My commission expires: to D d Q Avw ~P~y ARNOI Notary Publ' *OTAftjp p(/ B L\C It.. OF CID 644377.4 RCFISH 7 0 0 EXHIBIT A The Encroachments are generally depicted by plans entitled "Vail Square, Vail, Colorado," Project No. 20826.02, last issued as of December 27, 2004, by 42/40 Architecture, the architects of record, and approved by the Town of Vail Planning and Environmental Commission on January 24, 2005. • 665034.1 RCFISH C EAGLE COUNTY RECORDER. COLORADO 337647 TEAK J SIMONTON 11:38=54PM 174 REC: $81.00 DOC-.m PAGES: 18 11/21/2005 (18. VR Al&19.VR A2) GRANT OF EASEMENT (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. E • GRANT OF EASEMENT 0 (18.VR Al &19.VR A2) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), for good and valuable consideration, in hand paid or received, and pursuant to all requisite corporate authority, hereby grants and conveys to LION SQUARE PHASE H AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation, and LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation (collectively "Grantee"), whose street address is Attn: General Manager, 660 West Lionshead Place, Vail, Colorado 81657, a perpetual easement (the "Easement") upon, across, over and under that certain real property described in Exhibits A-1 and A-2 attached hereto and incorporated herein by this reference (together the "Servient Estate") for access, by vehicular and pedestrian traffic and other forms of transport, through the Servient Estate to and from adjacent properties. The Easement shall be (i) for subterranean access in relation to the portion of the Servient Estate described in Exhibit A-1, through tunnel access improvements as and when constructed by Grantor (the location of the proposed tunnel improvements being generally depicted, for illustrative purposes only, on Exhibit A-1-1 attached hereto), and (ii) for surface access in relation to the portion of the Servient Estate described on Exhibit A-2, over surface access improvements as the same presently exist and as the same may be reconstructed by Grantor (the location of those surface improvements as proposed for reconstruction being generally depicted, for illustrative purposes only, on Exhibit A-2-1 attached hereto). The Easement shall otherwise be governed by the following terms and conditions: 1. The Easement shall constitute an easement appurtenant for the benefit of each association constituting Grantee and their constituent members as the governing owners' associations for and owners of those real properties legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Dominant Estate"), and shall run to the benefit of and may be enjoyed by those parties and their successors in interest in the ownership of the Dominant Estate or any portion thereof, any tenants or other residents or occupants claiming by, through or under such parties or such successors, and the agents, employees, customers, contractors, licensees and invitees of any of them (collectively, the "Invitees"). 2. The Easement shall be non-exclusive, with the Servient Estate constituting and providing shared access ways for the Servient Estate and other properties owned and to be developed by Grantor or its designees or their successors in interest; Grantor, for itself and its designees and the successors in interest of any of them, reserves the right to construct, install, modify, replace, maintain, and repair access improvements within the Servient Estate and, in common with the Easement, to use and enjoy the Servient Estate and the improvements therein and thereon from time to time for Grantor's own access purposes. These reserved rights and the Easement rights shall be exercised and applied to reasonably accommodate one another, and each will be qualified by the other. The reserved rights will benefit, without limitation, the real property described on Exhibit C attached hereto and incorporated herein by this reference, and any improvements to be developed thereon. 3. Grantor covenants that Grantor will not do or permit to be done anything which violates or materially interferes with the use and enjoyment of the Easement by Grantee or 643285.4 RCFISH 03/1/05 721 PM 0 0 the other Invitees. Grantor further covenants to warrant and forever defend Grantee in the quiet and peaceful use, enjoyment and possession of the Easement. 4. This instrument and the Easement shall touch and concern and run with the land as a burden to the Servient Estate and benefit to the Dominant Estate and shall be binding upon and inure to the owners thereof and their successors in interest. 5. This instrument and the Easement shall be governed by and construed in accordance with the laws of the State of Colorado. The Easement and the terms of this instrument shall be applied consistently with and subject to the applicable provisions under that certain Covenant Governing Easements made among Grantor, Grantee, and Lion Square North Condominium Association, Inc., and recorded in the real property records for Eagle County, Colorado, on or about the same day as the recording of this instrument. [Balance of page intentionally left blank] • • 643285.4 RCFISH 03/1105 711 PM 2 • s • • WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the f !day of A-or , 2005. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of r1 , 2005, by AA r ~ 'b. rn as Sr (-,e tPS id ems, o c Vail Corporation, a Colorado corporation, dba Vail Associates, Inc. My commission expires: %v ~ `3 --2 v r 7 / ARN`0` ~OTaRr•. C0~- Notary Public 643265.4 RCF3SH 03/1/05 721 PM THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. 0 6 EXHIBIT A-1 Legal Description of Servient Estate (See attached) • C1 AM 643285.4 RCFISH 03/1105 7:21 PM I V I ' ~ J r~ i` 3?r ~g za - rrcv. - U v a x I w o (n tC Z W Q U z Z CN F- d E- In W O O n: pw~ w~- r~~SCU U U W = m Q c O a C; C) QQ WaO_Cal L W Z U z J w aaw Q U O of C,4 N W Q N U Z U>; I H>LU QY W Q~ ;~O L2 U) OpU az w Zm~ j / HH o / / / PSG P~ ~ ~!o S SQ~N uM rj2~ , pP PGA LQ V oNpOM BpO~ 221, _ _ ~ ~ N PS 0 2 H U cr Z r N U \ 0 Q LLI w C7 Z \ ~ O Qa Z I I Of w N = w LL- Q o z ~PGF, p Q o m o a J I '-!Or 'Ad CE49:90 1ODZ/6Z/60 '6..c'slJauaso?-D ic.,I\A»adwct aiwud\q~Q.s~-_~usg\6ro\?,y_3~0\CV3 vyV ;-.\:d Ex=rr 4 -1, P4 q ~ EASEMENT DESCRIPTION A VEHICLE ACCESS EASEMENT LOCATED WITHIN TRACT G, BLOCK 1, VAILJLIONSHEAD THIRD FILING AS RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID TRACT G AND CONTINUING ALONG THE NORTHERLY LINE OF SAID TRACT G THE FOLLOWING TWO (2) COURSES: 1) N 87°30'19" E A DISTANCE OF 16.48 FEET; 2) THENCE N 44°25'19" E A DISTANCE OF 29.59 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT G S 50°00'03" E A DISTANCE OF 26.91 FEET; THENCE S 18°15'09" W A DISTANCE OF 6.51 FEET TO A POINT ALONG THE SOUTHERLY LINE OF SAID TRACT G, THENCE ALONG SAID SOUTHERLY LINE OF SAID TRACT G THE FOLLOWING TWO (2) COURSES: 1) S44-16-01- WA DISTANCE OF 37.88 FEET; 2) THENCE S 87°30'19" W A DISTANCE OF 2.61 FEET TO A POINT OF A NON-TANGENT CURVE; THENCE 12.93 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 29°3749% A RADIUS OF 25.00 FEET, AND A CHORD WHICH BEARS N 65°57'54" W A DISTANCE OF 12.79 FEET TO A POINT OF A NON-TANGENT CURVE; THENCE ALONG THE WESTERLY LINE OF SAID NORTHERLY LINE OF SAID TRACT G 28.29 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 27°00'42", A RADIUS OF 60.00 FEET, AND A CHORD WHICH BEARS N 32°25'15" W A DISTANCE OF 28.03 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1432 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARD SPC 83. THE ROTATION TO VAU-ILIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19"). RE6S. BRENT BIGGS PLS No. 27598 PREPARED PEAK LAND SOURV~YING INC. OF ssO~A` LAND P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\18-Al.doc • EXHI BIT A-1-1 0 Depiction of Location of Proposed Tunnel Improvements (See attached) • • 643285.4 RCFISH 0311105 7:21 PM Al-1-1 i O H U Q 1- H ~N O2 Z D W Z Q~ ~O O 0 to Z O Z U O J r W2 cc Q D > D Z O-:~ oro O _ O O0" / i i 1 6 ~ 6 E 1 ~ i / Z ' OM Z U (V LLJ \ V7 O . % J Lij CL \ W ` \ I O W , Z Z a r 1----------- I I I ~ I ~ r I / LO i EXHIBIT A-2 Legal Description of Servient Estate (continued) (See attached) is • A2-1 643265.4 RCFISH 03/1105 7:21 FM h V I I / I , 00 • C°I~ •p G eZ ~ ~ C7 & ° : A cn ROFESS z ZOO J w =U ^ / z Z 1\ N 1 Er E-Y J 00 (np w°a~ LO af U o m O ~ stn xU ~o IXURO W z Z O Q Q W I = J W \W C- 2 ►a N Z W O U I H zoo ~NZ (!)V) zd~ Q=iI' QNO ~Li ~ J W D a a~w t- P~, YO W \ a E- o L2 o 0 ~ L) Z W Zm~ / HE U / J s<<s~~ ~ i 2~ 3 5 Sao N uM ?,'l , Q P ~ 531 ~DOK 221 S P nj- •SC\ • U Z O LL) H J IZ LLJ U Q 0 < F- -i a- W N 0 m I ~\0 Q~PGF, Y o z m O / C)_ I ~ J Z I p / I Q rn J40r 'Ad 1SZ1:90 s00Z/6Z/60 *bMO'sllauase3-!) lco,l\Al,adold alwud\sl!a!a~3-7~s3\6•`D\~~etl3A0\Otl3H5 Vp!l\~d c • EASEMENT DESCRIPTION EXHIBIT ~ - A PARKING ACCESS EASEMENT LOCATED WITHIN TRACT G, BLOCK 1, VAILILIONSHEAD THIRD FILING AS RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID TRACT G THENCE ALONG THE WESTERLY LINE OF SAID TRACT G 11.66 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 11°0753", A RADIUS OF 60.00 FEET, AND A CHORD WHICH BEARS N 18°52'00" W A DISTANCE OF 11.64 FEET TO A POINT OF A NON-TANGENT CURVE; THENCE DEPARTING SAID WESTERLY LINE OF SAID TRACT G 44.48 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 19036'08", A RADIUS OF 130.00 FEET, AND A CHORD WHICH BEARS N 34°3715" E A DISTANCE OF 4426 FEET; THENCE N 44°25'19" E A DISTANCE OF 75.47 FEET; WHENCE S 45°43'59" E A DISTANCE OF 26.73 FEET TO A POINT ALONG THE SOUTHERLY LINE OF SAID TRACT G; THENCE ALONG SAID SOUTHERLY LINE OF SAID TRACT G THE FOLLOWING TWO (2) COURSES: 1) S 44°16'01" WA DISTANCE OF 116.45 FEET; 2) THENCE S 87°30'19" W A DISTANCE OF 12.67 FEET TO THE POINT OF BEGINNING. SAID EASEMENT CONTAINS 3151 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE"BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARK) SPC 83. THE ROTATION TO VAIIJLIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'j. RE e BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. GNAL LA' P:\LIONISHEAD\OVERALL\docs\Easement Legals\Private Property\19-A2.doc EXHIBIT A-2-1 Depiction of Location of Proposed Access Improvements (See attached) • • A2-1-1 643285.4 RCF7SH 03/1/05 721 PM r ~.J 0 • r EXHIBIT B Legal Description of Dominant Estate Lion Square Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on April 9, 1971, at Book 220, Page 177, and the related condominium declaration also recorded April 9, 1971, at Book 220, Page 176; Lion Square Condominiums Phases II and III located in the Town of Vail, State of Colorado, which Condominiums were established by a condominium map or maps for Phase II recorded August 18, 1972, at Book 225, Page 105, and January 26, 1973, at Book 227, Page 427, and the condominium map for Phase III recorded January 30, 1973, at Book 227, Page 513, and the related condominium declaration for Phases II and III recorded August 18, 1972, at Book 225, Page 104, as supplemented by instrument recorded January 30, 1973, at Book 227, Page 512; and Lion Square North Condominiums located in the Town of Vail, State of Colorado, which Condominiums were established by that certain condominium map recorded on August 16, 1975, in Book 239 at Page 408, and the related condominium declaration recorded on August 16, 1975, in Book 239 at Page 407. All recordings referenced above are in the real property records for Eagle County, Colorado. 643285.4 RCRSH 031IM5 721 PM B-1 0 r EXHIBIT C Legal Description of Certain Property Benefited by Grantor's Reservation Lot 4, Block 1, and Tract D, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, Vail/Lionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantor; Tract C, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantor; and Lot 2, Block 1, Tract G and Tract H, Vail/Lionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 643285.4 RCMSH 03/1/05 721 PM C-1 EAGLE COUNTY COLORADO TEAK J SIMONTON 9 3 7 6 4 8 "38:55PM 174 REC: $66.00 DOC: PAGES= 13 11/21/2005 13Itlte (20. VR H -Al & 21. VR H -A2) GRANT OF EASEMENT (See Attached) E After recording; please call Gerry. Arnold at 845.2658 to pick up this document. GRANT OF EASEMENT (20.4 H_Al & 21. VR H -A2) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, and over the surface of certain real property described in Exhibits A and B attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of a paved pedestrian sidewalk or walkway, which may include snowmelt pavers and systems (the "Walkway Improvements"). The Walkway Improvements are generally depicted on Exhibits AA and B-1 (which correspond with Exhibits A and B, respectively) for illustrative purposes and without limiting the scope of the Easement, and with the Servient Estate depicted thereon by shading. The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents, and invitees of any of them, and shall specifically permit, without limitation, the use of the public for pedestrian access purposes. The Easement shall not encumber any below-surface improvements not associated with the Easement. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements, and also specifically (and again without limitation) in accordance with the following provisions. The area depicted on Exhibit B-1 as "Tract G" is designated as a vehicular and pedestrian way whose traffic will generally move in a direction and pattern perpendicular to the use of the Servient Estate, and Grantor reserves all rights to improve, maintain, repair, use and enjoy that Tract G area for those purposes and in that manner; the use and enjoyment of the Servient Estate and Easement by and through Grantee may not materially interfere with the exercise of such reserved rights. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] • 643287.2 RUISH 0 0 IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the h day of " I , 2005. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrurpent )ys ackno}~ledged before me this -5 -day of i-i 1 , 2005 by /►'1 Gt Y h6- M as Sr U c /'r~'1 of e Vail Corporation, a Colorado corporation, dba Vail Associates, Inc. My commission expires: `3 Od Notary Public Y A ~Q•F'` N0TA y..c ~~sFO~ coy° r~ 6432872 RCMSH 2 THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. EXHIBIT A Legal Description of Servient Estate (See attached) • • 6432671 RCRSH A-1 i i I 1 ~ N86'03'1 mz ~I 0 rrn 44.91 0z N 0 m I N 0 0 -00 I m0 co z I ~c N I z I o Li 0 crt t o o N N r_ I f 0 z 1 DC0 c rn oI ~0 I tD rrn z 12.70' D0 I m co 00 2049' v 0 Z c 20-H-A1 TRACT C N86'03'19"E ----122-92' L4 po SB6'03'19"W 45.26' S04'05'53"E 12.91' LOT 2. BLOCK 1 VAILNONSHEAD THIRD FRJNG N D (RECEPTION No. 117682) 0 -1 Li rn 0 CA ri I I TRACT H o I 0 rn J I I I h / 9.02' TRUE POINT OF BEGINNING 14.55' POINT OF COMMENCEMENT SC.4Lzf• 1"- 4'0 ' ExHIBIT ' ~J ye o HARDSCAPE AND PEDESTRIAN ACCESS EAS MENT LOT 2, BLOCK 1,VAIL/LIONSHEAD THIRD FH NG TOWN OF VAIL, EAGLE COUNTY, COLORADO LA LINE TABLE LINE LENGTH BEARING l1 15.34' N49'05'06'W L2 24.85' 549'05'06'E ExBi Brr f f -Pay e EASEMENT DESCRIPTI A HARDSCAPE AND PEDESTRIAN ACCESS EASEMENT LOCATED WITHIN LOT 2, BLOCK 1, VAIL/LIONSHEAD THIRD FILING AS RECORDED OCTOBER 15,1971 AT RECEPTION No. 117682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 2, THENCE N 44°16'01" E ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 1455 FEET TO THE TRUE POINT OF BEGINNING THENCE DEPARTING SAID SOUTH LINE OF SAID LOT 2 N 49°05'06" E A DISTANCE OF 15.34 FEET TO A POINT ALONG THE WEST LINE OF SAID LOT 2; THENCE N 03°56'41" W ALONG SAID WEST LINE OF SAID LOT 2 A DISTANCE OF 12.70 FEET; THENCE DEPARTING SAID WEST LINE OF SAID LOT 2 S 49°05'06" E A DISTANCE OF 24.85 FEET TO A POINT ON SAID SOUTH LINE OF SAID LOT 2; THENCE ALONG SAID SOUTH LINE OF SAID LOT 2 S 49°05'06" W A DISTANCE OF 9.02 FEET TO THE TRUE POINT G. OF BEGINNIN SAID EASEMENT CONTAINS 181 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72" 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAMAJONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'x. REGs BRENT BIGGS PLS No. 27598 • PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. s~o~gl LAND E P:\L10NSHEAD\OVERALL\docs\Easement Legals\Private Property\20-H-Al.doc EXHIBIT A-1 General Depiction of Walkway Improvements (See attached) • .'7 A-1-1 643287.2 RCFISH c. • EXHIBIT B Legal Description of Servient Estate (continued) (See attached) E 6432871 RMSH B-1 i i q W~ o• o' I rI L yl - _ o c7 A z ~ as PROF z ~i w w ~ U ~ Cl W r- z 1~ Z U x d Z Y ^ N ~r~ U) ~Z ~O ~ A Fzdo d - m z ~ x~ an ~za _ W Q L i z ~w< x ww\W U Z = I zo w0Z V as Q ~ I UQ W Q N ) ZO Ad d 9 F- J W > .91~ = C3 r--, w L7 O. Er A L2 Nov d"z N m w ~ d Q ~p 0 E- E- n~= •S / J~Y3cD A~ J o w~ S oPV P Q 5 ,s .,~09! ~~OG NOOM~goG~ ZZ~ , Q P o ~ 6~~ '9SO~~ IQNp, SE2,~6~0 =Z 9 NP 0 z " SSA o Lo = 11) Z D~ L) W) U) ti o Z co 1.1 3 g w w 3! 3~ U {O Q1 0 Q~ N' Z N O N r~~ O ~ ~ on o o ~l o LLI , m co O m < m ml r z z !/1 N Z U7 Z W J 0] Q r D 1D O 1~ O M ~ tD Z Z C ic ~ ID c~ h a N Lo ai N r-Z J w J W ? J J N J 'i J a J to J W J n J 2 H O o Z w w CD 0 ° Q a- wC M Q N LO Y N ry0~ z r J 1 r \ J U Q z \ H Z w Q cr- LLI Z I LLJ o LL. 0 / LO I N _Z Q I N 14of 'Ad iV91:90 v00Z/6Z/60 '6r0'splauaso3-0 loaf\,gjadojd 21wud\sl!qi4.3-lus3\6..o\I-Idp3A0\Oe'3HSV0n\;d 0 EXHMTT I -Pith, ~ P- EASEMENT DESCRIPTION A HARDSCAPE AND PEDESTRIAN ACCESS EASEMENT LOCATED WITHIN TRACT G, BLOCK 1, VAIIJLIONSHEAD THIRD FILING AS RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNIER OF SAID TRACT G AND CONTINUING ALONG THE NORTHERLY LINE OF SAID TRACT G THE FOLLOWING TWO (2) COURSES: 1) N 87°30'19" EA DISTANCE OF 16.48 FEET; 2) THENCE N 44°25'19" E A DISTANCE OF 133.41 FEET TO THE TRUE POINT OF BEGINNING. THENCE N 44°25'19" E ALONG SAID NORTHERLY LINE OF SAID TRACT G A DISTANCE OF 9.02 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT G S 49°05'06" E A DISTANCE OF 14.30 FEET; THENCE N 85°01'29" E A DISTANCE OF 23.13 FEET TO A POINT ALONG THE SOUTHERLY LINE OF SAID TRACT G; THENCE S 44°16'01" W ALONG SAID SOUTHERLY LINE OF TRACT GA DISTANCE OF 12.36 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF TRACT G S 85°16'32" W A DISTANCE OF I K55 FEET; THENCE N 49°05'06" W A DISTANCE OF 17.26 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 310 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIIJLIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'x. RE BRENT BIGGS PLS No. 27598 t PREPARED FOR AND ON BEHALF O PEAK LAND SURVEYING, INC. Nq~ L I P:\I.IONSHEAD\OVERALL\docs\Easement Legals\Private Property\21-H-A2.doc • • EXHIBIT B-1 General Depiction of Walkway Improvements (Continued) (See attached) 0 u 643287.2 RCFISH B-1-1 • • %awl \ pO Y OJ O \ pM \ m N D 0 \ i I I I I ( I / I I I I - I ' - - N Q W N Q2 D z 13 O~ O U i i i i ~ z Z U N z 0 \ \ J \ i O / r I Q • LHWLL CUUNIT RECURUERs CULURRDU TEAK J SIMONTON 9 3 7 6 4 9 01:36:56PM 174 REC: 531.00 S PAGES: 6 11/21/2005 111111111111111111111111111111 (25. WS1-AG VR) L 1 GRANT OF EASEMENT (See Attached) Fj After recording; please call Gerry Arnold at 845.2658 to pick up this document. • (25. WS1-AG VR) GRANT OF EASEMENT (W THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") on, across, and over the surface of that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for surface access (ingress and egress) to the sewer and water lines located in an easement adjacent to the Servient Estate. The Easement shall be for the benefit of the Grantee and Eagle River Water and Sanitation District, a quasi-municipal corporation, and the contractors, agents, and invitees of each of them. The Easement shall be a non-exclusive easement for vehicle and pedestrian access only (and, without limitation, specifically does not include or permit dirt storage) and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of A rL L , 2005. 6432862 RCFISH 0311105 7:54 PM THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. By: Name: r Gi Title: r - r P r Ps % e • 0 STATE OF COLORADO COUNTY OF EAGLE ) ss. The foregoing instrument was acknowledged before me this day of 4or~ 2005 by Ajarf4c, D- el'►yo as Sr. 0,`c-e mideh of The Vail Corporation, a Colorado corporation, dba Vail Associates, Inc. My commission expires: ~D U 0 A Notary Publ' " CRY ARN~ ~0TARr•..o PU B L 1C O~ • CI 643286.2 RCFISH 03/1105 7:54 PM • • (25. WSI-AG VR) EXHIBIT A Legal Description of Servient Estate (See attached) • 0 6432681 RCFISH 0311105 7.54 PM A-1 i i w i ~ I 0 PR z z° r4 --a 0 z .a ~101 L I Z W wa to J a a o U x Z'r.-, cV F- Z , W E- z U U. ~ ~Ln ~2 EWd►7 O a co O 54 0 M to W ~ M x U m Z o° dz I LO Z O Z ° LLJ z~W V'i Q U oa X04 I Ada ~ QNH p Q w ly z>> F- <ww OY J dew L2 Nov Who O W - E- Lf) d m ; / FE- J ~ 9 `S'ls . ~ 3 SQV pR p,55 p PG 5~~~ L44109 L~pNS pOM\N\ 0`~ 22'1 p PG n _ Z o ^ S U. p r) W ~ M z ~ 3 10 3 W 3 m 3 i 3 n Fr O N ~ O m N N Oi a w n i• _ n n ;n n N a o ma in m m z O Z m N 0 v) c u) N vo In w j m I=- L7 [O < Ob r tD m W N N N J W N m ul N a J w ? J N J n J a J u7 J Lo J J J Z J z_ F=-- J U LLJ m O r- rn \ Q U- Z O ~t fV W W z \ F- (D LU L) z 00 Q W Q 4 a z ' I F- W W Q N o ~p0 w l a C) o Z m z C) a / QU J I ` I / 3 i °40f 'rid f[:SZ:90 >OOZ/6Z/60 '6^~D'n wwaco~-p ~oo~i \l»ado~d a~onud\r7!q!w~3-lu+s3\6.o\TVar~O\CV3!'S MOa\ d • EDIT ' ~Q 02 9 ~ EASEMENT DESCRIPTION A WATER AND SANITARY SEWER EASEMENT LOCATED WITHIN TRACT G, BLOCK 1, VAIL/LIONSHEAD THIRD FILING AS RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF SAID TRACT G AND CONTINUING ALONG THE NORTHERLY LINE OF SAID TRACT G THE FOLLOWING TWO (2) COURSES: 1) N 87°30'19" EA DISTANCE OF 16.48 FEET; 2) THENCE N 44°25'19" E A DISTANCE OF 21.92 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING ALONG SAID NORTHERLY LINE OF SAID TRACT G N 44025'19" E A DISTANCE OF 96.94 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF TRACT G THE FOLLOWING FOUR (4) COURSES: 1) S 03°5641" E A DISTANCE OF 8.98 FEET; 2) THENCE S 44°25'19" WA DISTANCE OF 59.32 FEET; 3) THENCE S 55°02'13" W A DISTANCE OF 28.25 FEET; 4) THENCE S 65°39'13" WA DISTANCE OF 4.16 FEET TO THE TRUE POINT OF BEGINNING SAID EASEMENT CONTAINS 535 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARD SPC 83. THE ROTATION TO VAILJLIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19'j. • RE, BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF PEAK LAND SURVEYING, INC. c P:\LIONSHEAD\OVERALL\docs\Easement Legals\Private Property\25-WS 1-AG.doc ICI) 917755 05/01/2005 04:57F Teak J Simonton Eagle, CO 173 R 41.00 D 0.00 52. TRACT A 1st FIL UTIL GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of underground public or private equipment, facilities and improvements for or related to gas, electric, and telecommunications (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers of the aforesaid utilities, including but not limited to Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially (the "Initial Installation") and existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. With respect to the Initial Installation by or on behalf of Grantor, Grantor will commence or cause to be commenced the Initial Installation during the spring or summer of 2005 and complete the Initial Installation by October 31, 2005. Moreover, Grantor shall restore any improvements located within the Servient Estate and/or Tract A disturbed and/or impacted by such Initial Installation to their condition existing prior to the Initial Installation. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Remainder of this page intentionally left blank.) 11 52TnctAFirstFilUtilities-3.doc04/29/05 4:10 PM -7 0 0 IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the jq day of Apr; 1 , 2005. THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. By: The foregoing instrument was a owledged before me this day of 1 , 2005, by M a i,f 'h 6 (P . K eh i , as Sr• (J ; c e Yc(a,,~ of HE VAIL CORPORATION, a Colorado corporation. Witness my hand and official seal. My commission expires: Notary Publi STATE OF COLORADO ) ss: COUNTY OF EAGLE ) Approved as to Form: arts of Vail Resort ai-, Byt Name: r n'~ Date: ~~~RY AR O .'~orgRy• `nom'' AUBLIt 'c ~~F COQ F EXHIBIT A Legal Description of Servient Estate (See attached) 0 E O p ~z z c~ r- ozz 0) 0_ z TRACT C c6 m K U) 'AIL/LIONSHEAD, FIRST FILING m w~ (BOOK 217 PAGE 676) o L4 O V7 r I 3 a i a;3 0 N Q w U Q N M: (n ma cc O_ Q Z_ O ~ (n O O zZ 00 0 J Q L~ F- Oz w w Q Z U a- w -O O O O I w ~ d iV r N co N I N t:. co N r co N CD Z Z Z v 0 W Z m W ~ Oz W O Z_ w O OQ N 0_ W 0 rn Lo N I w i~ 0 [D N r~ z o \ m z z N Z U ° mz w~ O z w z W cD O Q N d W " J O za a E- O U R: z w Q o ~ o W :3 d W Ode d~ F O aZ E- O z t 7 N F- (DD Z J^ W co I W 1 Of LL) m L, O, Q rl- \ H 0_ W < CD Lr) O) F- 2 N N Q Q0 Q Z I h ' ' y w 7 N ~ry / Z `-L O 00 l / Z~ O m v J Z O c6 oD / ~ N Lit Lr) N N N u7 ~ N In / 00 / / z cD 1 - i-. 01 W m~Q L) W co N N ~ O WO u? d O ~ Z , 0 N 'N 00 0 Q C` W 04 I~ 00 z m J Q V N O N / f ,(°°f 'NV fl:6Z:8 SOOZ/S/> '6"`D 111 "1 11J 1SL V 13V81-Z9\s»°sa8 !°A\sl!q!4-3-7us3\6x.0\-IIV83AO\OV3HSI H J F- U z J F-- Ln Q U Q Of H N 07 011\:d 4v EXHIBIT "A" r EASEMENT NO. 1 DESCRIPTION A UTILITY EASEMENT LOCATED WITHIN TRACT A, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING; THENCE ALONG THE WESTERLY LINE OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING; S 01027'12" E A DISTANCE OF 20.00 FEET TO THE TRUE POINT OF BEGINNING., THENCE DEPARTING SAID WESTERLY LINE OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING; THE FOLLOWING TWO (2) COURSES: 1) N 87°22'22" E A DISTANCE OF 32.32 FEET; 2) S 45°25'25" E A DISTANCE OF 18.30 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING; THENCE ALONG SAID BOUNDARY LINE OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING THE FOLLOWING TWO (2) COURSES: 1) S 88°32'48" W A DISTANCE OF 45.01 FEET; 2) N 01-27'12" W A DISTANCE OF 12.50 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 498 SQ. FT. OF LAND MORE OR LESS. EASEMENT NO. 2 DESCRIPTION A UTILITY EASEMENT LOCATED WITHIN TRACT A, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, 40 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERN MOST ANGLE POINT OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE SOUTHERLY LINE OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING N 68°33'27" W A DISTANCE OF 11.95 FEET; THENCE DEPARTING SAID SOUTHERLY LINE THE FOLLOWING TWO (2) COURSES: 1) N 74°38'41" E A DISTANCE OF 17.13 FEET; 2) N 64°15'33" E A DISTANCE OF 23.03 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG SAID SOUTHERLY LINE OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING S 54°07'02" W A DISTANCE OF 32.26 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 127 SQ. FT. OF LAND MORE OR LESS. EASEMENT NO.3 DESCRIPTION A UTILITY EASEMENT LOCATED WITHIN TRACT A, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED. MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF TRACT A, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE SOUTHERLY LINE OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING THE FOLLOWING TWO (2) COURSES: 1) S 40°09'05" W A DISTANCE OF 9.01 FEET; 2) S 54°07'02" W A DISTANCE OF 12.80 FEET; P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\52-Tract A-first-Util&Drainage.doc W ' W \ t \ Z \ - - \ ~ 7 N t- - - - - J U ~ I a y~I Hd3 d ~3Hd-~ Nd'~ \ a (7 < < M03 M03 M03 O < N n ' ~ F!~~ W I ~'3 -03 3> O Yp \ l -----G i~ ECL Q< ~Om -EE EE~~ IIIIIIIIIU _ _ v I I ~ ~ II ; I \ ~ 41 II ~ I~ I I \ li I I I I ~ ~ NW I I L Ad N - -Q b ~ I I I I ~ b I I W I JJ I I ~ ' II jll I I a w r W ~ N V ,I~ i I V U W O W O , N fN/1 I( I I Q J z n fV _ J W I I cn ~ n I I I ; ~ o N I~ I I lv Z M z° < K I I (n o N ~ cq ty- `v I II I 1~~ o I~ I I / / J I IW I I I I / W m 7 / - I U " O I~ H > et 0 I t ~<K T- W W o~° .11 I PS P3 'i - P~ I 4 - - - 917756 Pe: I of 3 W 11 06/01/2005 04:57F Teak J Simonton Eagle, CO 23 R 16.00 D 0.00 (52) AGREEMENT This Agreement (the "Agreement"), dated as of the a(F day of , 2005, is by and between THE VAIL CORPORATION, a Colorado corporation, doin business as Vail Associates, Inc. ("VA"), and HOLY CROSS ENERGY, a Colorado corporation ("Holy Cross"). RECITALS A. VA has granted that certain easement to the Town of Vail for the installation, use, maintenance, repair and replacement of certain utilities (the "Easement Rights") as more particularly described below in this Agreement (the "Easement"). B. Holy Cross is a named third party beneficiary in the Easement for the Easement Rights with respect to its electrical facilities and lines and appurtenances (the "Facilities"). C. VA desires to clarify Holy Cross's obligations with respect to Holy Cross's Easement Rights of the Facilities as set forth herein, and Holy Cross is in agreement therewith. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, VA and Holy Cross agree as follows: 1. The Easement is more particularly described as the following: 52. TRACT A 1 ST FIL UTIL from VA for gas, electric and phone lines according to the easement recorded at Reception No. LU _1_1 2. In areas where grass is disturbed by Holy Cross's exercise of the Easement Rights, Holy Cross shall restore the ground surface to the pre-existing grade prior to such disturbance and reseed such ground surface using a standard native mix but shall not be responsible for restoring other landscaping vegetation and/or features and surface improvements (the "Other Improvements"). Moreover, Holy Cross will not be responsible for damage to the Other Improvements caused by Holy Cross's exercise of Easement Rights. 3. VA shall be responsible for the restoration of the Other Improvements disturbed by Holy Cross's exercise of the Easement Rights. -03S - 0 • 4. This Agreement shall be and hereby is incorporated into the Easement by this reference and becomes part of the Easement. IN WITNESS WHERE~,F, VA and Holy Cross have caused this Agreement to be duly executed as of the a G day of, 2005. Approved as to Form: Legal Department Nan*: GE tY ARNOL Signature• Date: S'.) -6 THE VAIL CORPORATION, a Colorado corporation doing business as Vail Associates, Inc. B' N HOLY CROSS ENERGY, a Colorado corporation [Notary blocks on following page] 141 5 21-lolyCrossAgreement. DOC By: Name: &:Lr /J~~J(~Flr✓1 Title: Cl EG <<;CJ~lr) oc 5/26/05 Title: ~ &~D 0 0 • STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 21/ T~ day of 2005 by M mr- A& Q. as Sr. Uic a re. ; of The Vail Corporation, a Colorado corporation, doing business as Vail Associates, Inc. Witness my hand and of My commission expires STATE OF COLORADO COUNTY OF GARFIELD )ss. The foregoing instrument was acknowledged before me this -(&;t;Zday of &L , 2005 by J Zf-r t .►t i ct z w~ as CEO of HOT CROSS ENERGY, a Colorado corporation. Witness my hand and official seal. My commission expires: F - 7 - D 5 Notary Public • 52HOyCrossAgreement.DOC 5/26/05 tHULL LUUnIT Kt IUUKUtK, UULUKHUU 937650 TEAK J SIMONTON 91 3B 57PM 174 REC: 556.00 DOC PAGE= 11 J2112005 55A. TRACT B VR UTIL GRANT OF EASEMENT (UTILITIES) (See Attached) • After recording; please call Gerry Arnold at 845.2658 to pick up this document. U 0 55A. TRACT B VR UTIL GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to gas, electric, and telecommunications (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers of the aforesaid utilities, including but not limited to Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially and existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. 41W The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the I4 day of , 2005. THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. Approved as to Form: Vail Resorts Lead Depart fttt AAM syt By. name:' r n e) 1 Date. ` / ' D 55Tmc1BVRUti1.doc04/15/05 1:26 PM 0 STATE OF COLORADO ) ss: COUNTY OF EAGLE ) j The foregoing in,~srment. was acknowledged 2005, by t~ Ia 1 -C- of TAE VAIL CORPORATION, a Colorado corporation. E p~ before me' (this 0 day of as Sr U is P YPSiG~2 Witness my hand and official seal. My commission expires: G~ O 0 r C Notary Public CRY Aq ~ N0 T.4# -9~FO BtIC F COL~R~ N • EXHIBIT A Legal Description of Servient Estate (See attached) E ~J • I~ W ~m Z a w mg W m a Wzc~ J J N W ? W J Z J _ Il C~ Q Z Z O J O m W \ U0 yo Q m~ 1 LLJ S W (n Q Q p in O \ _ J Z O d Go Q J Z ~ J ,99 ! s~ E N04"05'50 W 1 I I I I I I .0O S~ s~0 Z y V 3 ~2 N04'04'57'W 130'25' nLo PART OF TRACT B IN o cn rn VAIL/LIONSHEAD 1 ,a 9;, SECOND FILING \ 101.50' B 175.37' S04'05'53"E \ h O Z z2 l H- O E.L. O E- E-- Z wr~, A W f/) .Ww O xd UZ2 W ~~0 E, U f~ Lz. U O E O E- `"0 s 3 ° ' in ~ O ° .mar o ~O I of 0 rsd o to N tt o N Z_ J \ ~ I Z z ~ A. 10> ~ s I Z 2% \ ~ ¢ )6 r I m F- U o crW ~J ~L I Z Z 0 m I J ~ v Q ~ Lo 14of 'nV qz:rs:Bo SODZ/s0/v0 '6"`0'0-0-8 l:)v8l-1.183d08d-8A\sllosa8 I!oA\sl!q!4.3-l-s3\6r0\1lV83A0\OV3HSV011\:d 0 4 EXHIBIT "A" go' EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED WITHIN TRACT B, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF TRACT A, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE NORTHERLY LINE OF TRACT B, VAIL/LIONSHEAD, FIRST FILING N 40°09'05" E A DISTANCE OF 87.00 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING THE FOLLOWING THREE (3) COURSES: 1) S 04°05'48" E A DISTANCE OF 2.92 FEET; 2) S 32-53'18"W A DISTANCE OF 90.45 FEET; 1) N 04°05'53" W A DISTANCE OF 19.31 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 605 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF PEAK LAND SURVEYING, INC. I ]l P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\55-Tract B-VR-Utility.doc N04 z o) W 0) m 6 W N U z w O U L~ O Z 0 d 50° W 4 1 I I I I I I J z J U z z z O J L~ 0 Lo m ui H cn Lo ~ 00 m~ I a ~ U O w _ Ln z a a w ~ p io O J V) O _J O CA Z Q v > •99 ! 0 o I u) w r; w U ~z Z_ Z OZ a (D W m ~O Q) L CN w N CA t O =}e h s rzB w o , s 0 A za 0 wo z !j ~ 3 oo !j ~ w io 3 ip 3 ao w ~ n . Ln r7 O p M a o Lo o n ,n o n M W T p N h D Lo N a N of N M N u) z v) y Z w J m Q N iD oD tO QJ iD rl W U c O N M V7 .J J N N N r` N 1D 'Q N r` N N Lr) N Z O W W N W M W vt W in W to W I J E. U zwo ~-w alp' x° Ww oz Fay Qi U O az E" O E- N04'04'57"W~ 130 PART OF TRACT B VAIL/LIONSHEAD SECOND FILING 101.50' 175 37' to o. s S04'05 53 E I 30 - ~ ~ 3 in ° N 0^ O V' sees.. 11//i tl) o 0) 00 _ e U ~`v rQo ~o N p N I Z y r- I ZQj bdi ee e~ ~`7 I U p 7J liitq! IltSltti"`\` J a a 1- w I z > > O m I J Q U Q m I un ~A-r 'Ad CZ :GL vO 90ot/90/v0 '6MO"0-0-8 lOV81-Lt83d08d-dA\s»os08 i!oA\sUgiax3-1us3\6M0\»V83AO\av3HSV011\ d • i EXHIBIT "A" EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED IN TRACT B, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF TRACT D, OF SAID VAIULIONSHEAD, FIRST FILING; THENCE S 04°05'55" E ALONG THE NORTHWESTERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 7.50 FEET; THENCE DEPARTING SAID NORTHWESTERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING THE FOLLOWING TWO (2) COURSES: 1) S 04°05'48" E A DISTANCE OF 2.92 FEET; 2) S32°53' 18"W A DISTANCE OF 22.06 FEET TO THE TRUE POINT OF BEGINNING; THENCE THE FOLLOWING TWO (2) COURSES: 1) N 56°00'38" E A DISTANCE OF 27.58 FEET; 2) N 42°51' 16" E A DISTANCE OF 46.36 FEET TO A POINT ON THE SAID NORTHWESTERLY LINE OF TRACT B, VAILILIONSHEAD, FIRST FILING; THENCE ALONG SAID NORTHWESTERLY LINE N 64°36' 10" E A DISTANCE OF 26.99 FEET; THENCE DEPARTING SAID NORTHWESTERLY LINE THE FOLLOWING THREE (3) COURSES: 1) S 42°51'16" W A DISTANCE OF 72.58 FEET; 2) THENCE S 56°00'38" W A DISTANCE OF 52.16 FEET; 3) THENCE N 32-53'18" E A DISTANCE OF 25.47 FEET TO THE TRUE POINT OF BEGINNING; SAID EASEMENT CONTAINS 993 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARK) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • 27 98 v AL L P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\55B-Tract B-VR-UtilB.doc • • EXHIBIT B Depiction of Utilities (See attached) E 55TractBVRUtil.doc c m 0 / a 0.. H ~ H~K L) In Il J ~OIY Oc H Q 2 0_ I V I \ \ W I W W I I I \ d, ~3d \ W 33 33 33 W LLJ rnw Q Md3 Nd3 t3 03 AM - MM - LMW ~tld a 103 03 EC EC - EC J I N I I m C) Q h \ \ \ \ \ W -EOWO \ m F- z Q N cr ~ IL O <wcmC4 m en ~ N \ \ Q ' J O pct 1\ =II Wd 60:6Z:£0 SO/SO/b0 'e4xL Lxg 'BMP•1WSB-dO \J~ \31:100\6MP\WOZOAO1\jd ~ EAGLE COUNTY RECORDER, COLORADO 937651 TEAK J SIMONTON :38:58PM 23 REC: $21.08 DOC=v.r PAGES: 4 111111 Jill 11/21/2005 (55.A) . AGREEMENT (See Attached)' After recording; please call Gerry Arnold at 845.2658 to pick up this document. • • AGREEMENT (55.A) 44 This Agreement (the "Agreement"), dated as of the ~ day of 2005, is by and between THE VAIL CORPORATION, a Colorado corporation, doing business as Vail Associates, Inc. ("VA"), and HOLY CROSS ENERGY, a Colorado corporation ("Holy Cross'). RECITALS A. VA has granted that certain easement to the Town of Vail for the installation, use, maintenance, repair and replacement of certain utilities (the "Easement Rights") as more particularly described below in this Agreement (the "Easement"). B. Holy Cross is a named third party beneficiary in the Easement for the Easement Rights with respect to its electrical facilities and lines and appurtenances (the "Facilities"). C. VA desires to clarify Holy Cross's obligations with respect to Holy Cross's Easement Rights of the Facilities as set forth herein, and Holy Cross is in agreement therewith. . AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, VA and Holy Cross agree as follows: I. The Easement is more particularly described as the following: 55.A TRACT B VR UTEL from VA for phone gas and electric according to the easement recorded at Reception No. 3 7 4 Y a 2. In areas where grass is disturbed by Holy Cross's exercise of the Easement Rights, Holy Cross shall restore the ground surface to the pre-existing grade prior to such disturbance and reseed such ground surface using a standard native mix but shall not be responsible for restoring other landscaping vegetation and/or features and surface improvements (the "Other Improvements"). Moreover, Holy Cross will 11ot be responsible for damage to the Other Improvements caused by Holy Cross's exercise of Easement Rights. 3. VA shall be responsible for the restoration of the Other Improvements disturbed by Holy Cross's exercise of the Easement Rights. i • 4. This Agreement shall be and hereby is incorporated into the Easement by this reference and becomes part of the Easement. IN WITNESS WHEREOF, VA and Holy Cross have caused this Agreement to be duly executed as of the 2 day of 2005. THE VAIL CORPORATION, a Colorado corporation doing business as Vail Associates, Inc. By: Title: '5 r. HOLY CROSS ENERGY, a Colorado corporation By: ' J 1~~KL'n Name: ~iL~'1grc1 f n1~1 e~ Title: Gr m C I F) ~ o-'-A [Notary blocks on following page] Approved as to Form: Legal Department Name: (;E Y AkNO ~ Signature: Date: • 55.MolyCrossAgreement.DOC 0 0 1h. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of Sum. , 2005 by In & ~-A , P. Ex4 k as S r. 0; c e re.sof The Vail Corporation, a Colorado corporation, doing business as Vail Associates, Inc. Witness my hand and of My commission expires STATE OF COLORADO COUNTY OF GARFIELD )ss. A1d The foregoing instrument was acknowledged before me this day of 2005 by g,-61Mieb ill it t - a 4-- ~ tW W. of HOLY CROSS ENERGY, a Colorado corporation. Witness my hand and official seal. My commission expires: y ~ R A C.'q lr` 55.AHolyCrossAgreement.DOC =m= o~ Co F. L EAGLE COUNTY RECORDER. COLORADO 937652 TEAK.J SIMONTO'' 01:38:59PM 174 *60 REC: $41 .00 DOc--3 PAGE;; ; l21l2005 56. TRACT C DR-UTIL GRANT OF EASEMENT (UTILITIES AND DRAINAGE) (See Attached) r~ After recording; please call Gerry Arnold at 845.2658 to pick up this document 56. TRACT C DR-UTIL GRANT OF EASEMENT (UTILITIES AND DRAINAGE) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement (for public and private utilities described below) in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of public and private equipment, facilities and improvements for or related to sanitary sewer, gas, electric, telecommunications and other utilities service, and storm drainage functions (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers, including but not limited to Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially and existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the ,4441 day of r; l , 2005. as, to Form: is Legal D)q IBy: c THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. By: eh Name: /VA a r -f A o AD k.. Title: S r_ tl +c re 56Tma C DR-UTIL.docO4/11/05 7:26 PM • STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged 2005, by ~ V 7 10. . of t HE VAIL CORPORATION, a Colorado corporation. Witness - hand and official seal My • before me this day of as s r. t/i,c e rPS 1 d 0 C EXHIBIT A Legal Description of Servient Estate (See attached) • • I W r O a0 Z nl n Q U Z J H N W J ~ U Q Q w ~ p I Ln z O J 0J [A Q I N~ IW r in 00 z to L- ai I h h TRACT C (VAIL/LIONSHEAD FIRST FILING) ~ X14"W 1 N1213 3 Z J I- Ln 0- O ~ ~ o U a Q w ~7- Z O J _J Q u N04'05'55"W - 261.78' 141.99' w E3 z J L~ ~ Z p 0 J p U) m U w N LO F- N U p a mLL f- o as w w O 9 Ln 0 af ~ o ::j J O m Z _ Q > J 9. . O r O za z3o Im' O U ~ w_ W ~ CS d W WAaz z U> rx. A C EO E 4'05'50"W 4 154.3b r 1 N0 I 30 _ ° U) I to ~ o u-) - , o o 00 of o I to I o z C O N J I z U' Z I z Of I z w Of aw I M Up I O w w } F- I F- N J I 0 Z p Z O _ ~ p I o_ _\J I 0: O I a U U / I H I Roof 'Nd vZwOOT SOOZ/S/v '6'0'0-0-8 10V2ll-,ki83dO8d-8A\s»osaa 1!oA\s7lqlax3-1-+53\6wo\11V83AO\OV3HSV0II\:d 0 EXHIBIT "A" ~J EASEMENT DESCRIPTION • A DRAINAGE AND UTILITY EASEMENT LOCATED WITHIN TRACT C, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID TRACT C, ALSO BEING THE SOUTHEAST CORNER OF TRACT B, VAILILIONSHEAD, FIRST FILING; THENCE ALONG THE BOUNDARY LINE OF SAID TRACT C, VAIL/LIONSHEAD, FIRST FILING, THE FOLLOWING FOUR (4) COURSES: 1) N 04°05'53" W A DISTANCE OF 70.51 FEET; 2) S 87°21'48" W A DISTANCE OF 5.01 FEET; 3) N 04°05'50" W A DISTANCE OF 154.36 FEET; 4) N 12°13'14" W A DISTANCE OF 104.22 FEET; THENCE DEPARTING SAID WESTERLY LINE OF SAID TRACT C, VAIL/LIONSHEAD, FIRST FILING, THE FOLLOWING FOUR (4) COURSES: 1) S 21-22'48" E A DISTANCE OF 53.78 FEET; 2) S 43°01'55" E A DISTANCE OF 60.75 FEET; 3) S 04°05'55" E A DISTANCE OF 53.91 FEET; 4) N 85°54'07" E A DISTANCE OF 20.00 FEET TO A POINT ON THE BOUNDARY LINE OF SAID TRACT C, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE BOUNDARY LINE OF SAID TRACT C, VAIULIONSHEAD, FIRST FILING, THE FOLLOWING TWO (2) COURSES: 1) S 04°05'55" E A DISTANCE OF 119.79 FEET; 2) S 40°09'05" W A DISTANCE OF 80.00 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 12067 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN"AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") •..,1111, BRENT BIGGS PLS No. 27598 = 7 j u PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. °•e. ~I` S s j~itl of llll~~1 P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\56-Tract C-VR-Drainage & Utility.doc • • 56Tract C DR-UTIL.doc 0 EXHIBIT B Depiction of Utilities (See attached) • E AML EAGLE COUNTY CORDER, COLORADO TEAK J 9 3 7 6 5 3 )1:39:00PM 23 REC: $21.00 DOGS. PAGES: 4 11/21/2005 AGREEMENT (See Attached) After recording; please call Gerry Arnold at 845,2658 to pick up this document. (56) ~J AGREEMENT L-] (56) All This Agreement (the "Agreement"), dated as of the day of 2005, is by and between THE VAIL CORPORATION, a Colorado corporation, doing business as Vail Associates, Inc. ("VA"), and HOLY CROSS ENERGY, a Colorado corporation ("Holy Cross"). RECITALS A. VA has granted that certain easement to the Town of Vail for the installation, use, maintenance, repair and replacement of certain utilities (the "Easement Rights") as more particularly described below in this Agreement (the "Easement".). B. Holy Cross is a named third party beneficiary in the Easement for the Easement Rights with respect to its electrical facilities and lines and appurtenances (the "Facilities"). - C. VA desires to clarify Holy Cross's obligations with respect to Holy Cross's Easement Rights of the Facilities as set forth herein, and Holy Cross is in agreement therewith. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, VA and Holy Cross agree as follows: 1. The Easement is more particularly described as the following: 56. TRACT C DR UTU, from VA for hone, jas and electric according to the easement recorded at Reception No. 5 2. In areas where grass is disturbed by Holy Cross's exercise of the Easement Rights, Holy Cross shall restore the ground surface to the pre-existing grade prior to such disturbance and reseed such ground surface using a standard native mix but shall not be responsible for restoring other landscaping vegetation and/or features and surface improvements (the "Other Improvements"). Moreover, Holy Cross will not be responsible for damage to the Other Improvements caused by Holy Cross's exercise of Easement Rights. 3. VA shall be responsible for the restoration of the Other Improvements disturbed by Holy Cross's exercise of the Easement Rights. • • 4. This Agreement shall be and hereby is incorporated into the Easement by this reference and becomes part of the Easement. IN WITNESS WHEREOF, VA and Holy Cross have caused this Agreement to be duly executed as of the day of a, 2005. INotary blocks on following page] Approved as to Form: Legal Department Name: G ' RY ARNOL,D Signature: Date: ci Y • 56Ho1yCrossAgreement.D0C THE VAIL CORPORATION, a Colorado corporation doing business ail Associates, Inc. By: Name: c K ~l Title: ' V F 5 %L~ vt HOLY CROSS ENERGY, a Col ado corporation By: 6 . Name:l '6V1% A\6 Vj Title: C1'r, U ~ 2 r~ Pj STATE OF COLORADO ) ss. COUNTY OF EAGLE ) • The foregoing instrument,was acknowledged before me this day of 2005 by -A r-, K--ft ~ C' k h i-1 as of The Vail Corporation, a Colorado corporation, doing business as Vail Associates, Inc. Witness my hand and official seal. My commission expires: 16 STATE OF COLORADO COUNTY OF GAR-FIELD )ss. 6 ' N0Tg9'' < 11 A r tJ'~n&RL C wOQ The foregoing instrument was acknowledged before me this 'day of ~Lcnl& , 2005 by P,-c/f;' u P."'4W1Ct-y as 6/OL- &Z.tzi'7wc y?°~, ror~S of HOLY CROSS ENERGY, a Colorado corporation. Witness my hand and official seal. My commission expires: ;?-/,8-0-7 ,`~~~111I►rs~ - A N : m = = O0. ~~Il11N~~`O ".'Op Cp, 56HolyCrossAgreement.DOC u • After recording; please call Gerry Arnold at 845.2658 to pick up this document. EAGLE COUNTY RECORDER, COLORADO 9 3 7 6 5 4 TEAK J SIMONTON 1:39:01PM 174 REC: $71.00 DOC• PAGE;; 1.1/21/2005 57. Tract G - DR - UTIL GRANT OF EASEMENT (UTILITIES AND DRAINAGE) (See Attached) ~m • GRANT OF EASEMENT (UTILITIES AND DRAINAGE) • 57. Tract G - DR - UTIL THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantor"), whose street address is c/o Vail Resorts Development Company, 137 Benchmark Road, Avon, Colorado 81620, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to conduit that may be employed for utility lines and facilities to be located therein at a later time, and also water utility service and storm drainage functions (the "Improvements"). The Easement shall be for the benefit of the Grantee and its designees, including applicable utility suppliers, and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially are generally depicted on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located on the surface of the Servient Estate. Notwithstanding anything to the contrary contained herein, the Servient Estate shall be located above, and shall not penetrate or intersect with, access tunnel improvements as and where constructed by Grantor or its successors from time to time below the surface of the Servient Estate (the "Tunnel Improvements"). Grantor and its designees and the successors in interest of any of them shall reserve and have the right to construct, maintain, use and enjoy the Tunnel Improvements, and the Easement and its exercise and use shall not interfere with such reserved rights or encroach into the Tunnel Improvements. Grantor further agrees that from time to time, Grantor shall provide any necessary maintenance, repairs and replacements for those storm drainage improvements within the Servient Estate and also those additional storm drainage improvements identified as "Vail Resorts" maintenance responsibilities on Exhibit C attached hereto and incorporated herein by this reference (collectively the "Drainage Improvements"), except that the Grantee at its expense will be responsible for flushing the Drainage Improvements from time to time in accordance with good maintenance practices. Grantee hereby grants Grantor an irrevocable license and right of entry, coupled with an interest, pursuant to Grantee's ownership and easement rights within the areas inclusive of and adjacent to the Drainage Improvements for purposes of undertaking the 647966.3 RUISH • • maintenance, repairs and replacements of the Drainage Improvements, and designates Grantor and its assignees as Grantee's designee for this purpose. The obligations of Grantor to maintain, repair and replace the Drainage Improvements under the foregoing provisions may be assigned and delegated by Grantor in accordance with the terms of Section 14 of that certain Core Site Development Agreement dated November 8, 2004, made among Grantor, Grantee and Vail Reinvestment Authority, and recorded or to be recorded in the real property records for Eagle County, Colorado (the "Development Agreement"), as if such obligations are part of Grantor's obligations under Section 5 of the Development Agreement. The license and right of entry and designation under the foregoing provisions in furtherance of undertaking those obligations will run to the benefit of any such assignee as well as Grantor. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. This instrument may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. (Balance of page intentionally left blank) • • 647966.3 RCFISH 2 • 0 IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant of Easement as of the day of r; , 2005. THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation By: STATE OF COLORADO ) ss: COUNTY OF ~'a I ) The foregoing instrument was acknowledged before me this day of YJ , 2005, by Ma f-~ha, b , R e ~ v4 as Sr U;ce rPS r of Th Vail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: ^/~Z UZ 0 0 [Signature blocks continue on next page] e Approved as to Form: Fail Res s Legal By: 647966.3 RCFISH 3 V AR~y . N~ TQR~•.• c ~~OF c(f\ r i OF TOWN OF VAIL, a Colorado corporation duly organized and existing under and by virtue of the laws of the State of Colorado C~ By: G✓ Stan y B. Z er, Town Manager r ATTEST: Aoreliionaldson, Town Clerk STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2005, by Stanley B. Zemler as Town Manager of the Town of Vail, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. WITNESS my hand and official seal. My commission expires: W~a I N Mkt ANN GRA~_~EST y . RV 0 w EXHIBIT A Legal Description of Servient Estate (See attached) 11 0 L9 1~ I V V I i i N Z I H Q ~ F- ~ L2 w v 70 - 0,1, 0 Lo t`~ ysti d~j~ 0 0 w 2 O t Z O W t, w pO O Q a- w C fY n a V) O In O O J ^N Z N 00 O LO p Z L Q OU EL Z W O Z wNO Q N H D Y ll Q 00 U Z m w O J / J ~ Z XO X ~ ~ D p O Q J W 2 to z O J J / AI 00 zQ .a w 00 a WdZ E- W U z w~OC~7 3 ~w a E- t:7 G4 EH 0 Uz 94 FO F PP, S~ 00 PR PS NS 50\1 'oo 22~ ' P p,GE ~.~GONOO ~800k 27- PN ps ~ 0&- ~IPNPs y( t ~9 0 w LO 00 r N O z 1 \ I 1 ~ ~ Po I a F- U Q F- F- V Q~ I / I / Aoa• •nv as s, of soot/S/, '6"~llnu )-o iw8i-cs\s»0S2b !!on\sl!Q!4'3-1~ s3\6nc\iwa3no\ov3HS\ •s~ ~A t'ls O z Z z w m w r J H U Q tY I r - LO on\:d 0 EXHIBIT i EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED WITHIN TRACT G, BLOCK 1, VAIL/LIONSHEAD THIRD FILING AS RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID TRACT G; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT G THE FOLLOWING TWO (2) COURSES: 1) N 87°30'19" E A DISTANCE OF 16.48 FEET; 2) N 44°25'19" E A DISTANCE OF 83.85 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF SAID TRACT G, BLOCK 1, VAIIJLIONSHEAD THIRD FILING N 44°25'19" E A DISTANCE OF 38.42 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT G, S 25°23'46" E A DISTANCE OF 31.39 FEET TO A POINT ALONG THE SOUTHERLY LINE OF SAID TRACT G; THENCE ALONG SAID SOUTHERLY LINE OF SAID TRACT G, S 44°16'01" W A DISTANCE OF 60.18 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID TRACT G, N 02°08'54" E A DISTANCE OF 44.04 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1455 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILJLIONSHEAD THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 AT RECEPTION No. 117682, IS (+00° 30' 19"). r ~ J PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\57-TRACT G Utility.doc PREPARED FOR AND ON BEHALF OF EXIT B Depiction of Utilities and Drainage (See attached) 4w Ci 647966.3 RCFISH , 'V^ N v V I Z Z O O J ii i i V Q Q N L 11 V / Z O Za O O ( L C) a Z ~ 0 O o U 7-O U = o aab~ Z d p N OU M 0 N O ~ Y W oz O r m Q Q N ZO O ~ J I I Z J LL W ~L o F- U 0 o d ° Q N 7 w O ct~ = O z O i v A cn J • C~ I O Z O V c n O N ,II e v • • EXHIBIT C Depiction of Maintenance Area (See attached) 11 647966.3 RCFISH ~Z+ + + TT+ + + +F +T+T++ + + ~ J- - - + + + + + + + + + + + i++++++++++++ + 2 -----rte + + + 1 + J + C7 + + + o V E In ^ ¢JW^ I Z h ~i TK O Z Q 7 O o< LAj Q U a amtR j - - W U N O ri IY v4O 'i Q < Dow- \ vii oO \ \ D UCU Z < J m< CL O Clf \ l.. k - s. ar _ \ I Cl A \ 4j Lo tz- I Zee - Q I Z Z W / o Z < QQ 20 I L) ~ v) o~U a<N 1 tl I 06 ;QD Y Z n ° ~ v .II LL, 3 ~Z8 < LLI / W o > I In v~ I Z WOO O c 7 ~ ~i K~JySIMO I NTmr ON~Vrtucrt. ULUKRUU 937655 G~ 01=39=02PM 174 • REC= $71.00 DO[ PAGES: 14 11/21/2005 • t' 59,60&63. TRACTS C,D&B DR GRANT OF EASEMENT (DRAINAGE) (See Attached) Alter recording; please can Gerry Arnold at 845.2658 to pick up this document. 0 • 59,60&63. TRACTS C,D&B DR GRANT OF EASEMENT (DRAINAGE) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to storm drainage functions (the "Improvements"). The Easement shall be for the benefit of the Grantee and its contractors, agents, and invitees. The Improvements intended to be installed initially and/or existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the /40 day of i , 2005. THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. as to Form: Is Legal Del 7or r - 0 1 • By: 59,60&63TnusC, D&B DRdoc04111/05 7:40 PM 0 STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged , 20055 by ✓`~~t t). /&~-e6m of HE VAIL CORPORATION, a Colorado corporation. 0 rT4 before me this 4 day of as Sr. V i c. F Tres i c! 4 t, Witness my hand and official seal. My commission expires: !o ~~~RY ARNo Notary Publ' X10 TA,? ~a `a U8 L IC , ~~~i;•• Quo 0 E EXHIBIT A Legal Description of Servient Estate (See attached) e 1r ~1, u On "osa r~ \MS SZ~Bz S w w 3 3 3 w 3 o - io (o . 0 ? v o o n o v o ^ to LD Y) Lo n r~ lo o 0 m 0 M io m u~ ~ r~ N n N N Z N Z Z Z W J m a o 'o -0 0 ,0 10 w c~ o " 0 r~ v _ F-~ vi ri 0 a W Z - W N h V ~L1 !O I~ J W W W W W W IA n Z 96."19' _ y / _ I N10 59,22,`N-~ 94.66 / ? 0 O U LLJ Q m~ w Lr / F- W N U C; Z J N J Z , z0 co F- Ix z J N Y/I V Of J f p c K _ I n p. a eg v 0 V z ~ z a0 o FV A z w C9 W A W ~d 0 Wooz dao A ' ra-.d A> 00 d~ a FO F Up W p F- N Z d - H N O ~ 2 N Z a W J J S 9 O J w U oz ; v C7 Z co ¢ ) O F- :2 Z~ O m N I 00 N04.04' a J 0 0 04-0 - 78' 5'55"W 261. PAR z ,r VAI SE z TRACT C ' Li (VAIL/LIONSHEAD, FIRST FILING) 73.88 S04-0553"E Z N04'05'50"W 154.36' I 30 2 Q ~ 130•4'8 I 0 S in o A N127314W e A-1 I' na _ o f ,O~ p~ °i r Yd, c I 5 N N o z m~o ~ - _ I Z w J4 a, Lo Fold 'Ad OZ:LI.f SOOL/S/s '6.00-0-8 i:)v8i-A163dO8d-8A\s»osaa qoA\sliqiax 3-1u53\6"o\IIV83AO\OV3HSV0 1~\-d EXHIBIT "A" 4 c EASEMENT DESCRIPTION A DRAINAGE EASEMENT LOCATED IN TRACT D, VAIL/L.IONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT D, VAILILIONSHEAD, FIRST FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING N 085°54'OT' E A DISTANCE OF 144.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING N 085°54'07" E A DISTANCE OF 20.50 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING THE FOLLOWING THREE (3) COURSES: 1) S 16°47'44" E A DISTANCE OF 17.16 FEET; 2). S 50°56'06" E A DISTANCE OF 65.67 FEET; 3) S 10°59'22" E A DISTANCE OF 96.79 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING; THENCE S 64°36' 10" W ALONG SAID SOUTHERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 20.65 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING THE FOLLOWING SIX (6) COURSES: 1) N 10°59'22" W A DISTANCE OF 94.66 FEET; 2) N 50°56'06" W A DISTANCE OF 23.54 FEET; 3) S 39°03'54" W A DISTANCE OF 5.00 FEET; 4) N 50°56'06" W A DISTANCE OF 46.30; 5) N 39°03'54" E A DISTANCE OF 9.70 FEET; 6) N 16°4744" W A DISTANCE OF 19.43 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 4926 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS42° 26' S3" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING SUBDIVISION RECORDED MAY I OTH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") ' 11110 n c^rr, BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. LP. Po-, A - a- P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\59-TRACT D Drainage.doc In Y 00 I OJ 0 m r LO N r- 4 U N -t F- I I ~ lQ w I ry I O r W I o wL o I w ;n V) Z z O_U Z 00 I 00 N I J CD Z I I W to I (D I N N I N U7 L►J I ~ i ~ o o S04-05'53"E - 116.30' C'4 ' 113.84'--- ' Z N04_05 06"W----- z z 123.31' LL_ S04-0515Y E - 190.90' cnn ct~ U t~ O U Q cr_ _ I ~ cn z 0 J CIO J co Q d Z O ~ N _J Z ~Ym I pJ OJ J j~ m0 O U) O N O F_ LO z w W t.l- U Oz W F- 00 mU =e I~ M I d O z0 0 ~o E-H U E" 2 a W . cti Zw Md o Wcl) wd~~ Q"'.7U U> E- rx- d0 Z E' o E_ c~ z U) o~ ~ o U Q Qw c/) Z _O J _J Q N04-05'55"W z ;n a 0 zo z U co a z 0 TRACT C (VAIL/LIONSHEAD, it 3 FIRST FILING) I 0 (D A-W 'Nd 9C:9L:C SOOZ/S/v '6-0-3-8 JoV8j-)J63dO8d-8A\sll...1 I!oA\sl!q!4-3-Ius3\6r0\IIV63A0\OV3HSVOlI\:d 1%w EXHIBIT "A" j EASEMENT DESCRIPTION A DRAINAGE EASEMENT LOCATED IN TRACT C, VAIULIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF TRACT D, VAIULIONSHEAD, FIRST FILING; THENCE N 085°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 144.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE DEPARTING SAID TRACT D, VAIULIONSHEAD, FIRST FILING THE FOLLOWING THREE (3) COURSES: 1) N 16°47'44" W A DISTANCE OF 30.00 FEET; 2) N 04°05'06" W A DISTANCE OF 113.84 FEET; 3) N 85°54'07" E A DISTANCE OF 15.52 FEET TO THE NORTHWEST CORNER OF LOT 5, BLOCK 1, VAIULIONSHEAD, FIRST FILING; THENCE S 04°05'53" E ALONG THE WEST LINE OF SAID LOT 5, BLOCK 1, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 116.30 FEET TO THE SOUTHWEST CORNER OF SAID LOT 5, BLOCK 1, VAIULIONSHEAD, FIRST FILING; THENCE S 27°24'46" E A DISTANCE OF 29.19 FEET TO A POINT ON THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING; THENCE S 085°54'07" W ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING A DISTANCE OF 20.50 FEET TO THE TRUE POINT OF BEGINNING; SAID EASEMENT CONTAINS 2281 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARK) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 0511). BRENT BIGGS PLS No. 27598 - PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. LOP, Pa-y e A-4 P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\60-TRACT C Drainage.doc z ~7 ` Sit 1068 zl Zy B ~s I ~ \c~ r \ I y V O U Z2 0 wo U E. E- rn W ~*F5N + C7 W A W W W x 0 Wooz d~U A>~ W> UO F0 F 103.47 CD co 0 o z Z c ~O C7 z J Ez N z Z U M W Z m ~ I W f5 •O Z • Z ✓ Z J Z d ~ 1~ = Z jn d J J_ \ V) ~ li H- U e O~ CJ O \ J co z Q v p 41 H- V) U < ~ z LLJ U O W z \ En O o J L) rs J co v O i n J j O N ~ z p ~ n I N04'04' = W N04'05'55"W - 261.78' PAR VAI D co •~.9 SE z TRACT C (VAIL/LIONSHEAD, 73 B8' " Li FIRST FILING) E S04'05'S3 Z 154.36' N04'05'50"W 130.48 ~3~4W I I 30 3 j o° a o m co O1 Z>~ ~ m N12 / I I N o p to 0 _ s O v a F _ { _ / Z ~ - J l4or 'Nv s5:t5:B0 SOOZ/50/90 '6r0 0-O-B 1 7V81-.kl83dO8d-an\SlI...d 1!oA\s7!ql4x3_1us3\6r0\IlVd3n0\OV3HSV0 11\'d 510.t)C3 E • EXHIBIT "A" EASEMENT DESCRIPTION r~ A DRAINAGE EASEMENT LOCATED IN TRACT B, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHERLY ANGLE POINT OF SAID TRACT B, ALSO BEING THE SOUTHWEST CORNER OF TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING, N 64-36'10" E A DISTANCE OF 230.45 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 64°36' 10" E ALONG SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 20.65 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING S 10°59'22" E A DISTANCE OF 117.27 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING; THENCE N 77°43'25" E ALONG SAID SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 21.77 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING N 10°59'22" W A DISTANCE OF 103.47 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 2207 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 \ ©`v; 0 1 1.11G~ PREPARED FOR AND ON BEHALF OF _ PEAK LAND SURVEYING, INC. - 27598K Pe-9t A- 4 P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\63-TRACT B Drainage.doc 0 • 59,60&63TractsC, D&B DRdoc • EXHIBIT B Depiction of Utilities (See attached) • + + + + + + + + + + + + + + + + ± + a r~ oo t- z N J W Q LLJ + Ul Z CD Z C~ + z W z W z \ + -t + + m ~t + + + + } + XQ XQ XG✓ } 1\ WW * W W W + D pj + + + } } + + + + + + + + + S + + \ + + \ A I t - L) z- F- 1 t+*-1 + + ' t + - + + E < 2~2 \t ~ + } W n \ + \i. + m ~ z I>Ln - W 1 1 + H m I e I + + r I~ r ~ 1 ; + ¢ 10 0 CL W p1Nv 10 O 1 C: O J - O cr- I 1 F-- O it + t O ~pC I V U 0,10 V + Q ~O Q J W f0 fD \ + + CL J v I y > ^ f + I W ~ + Q _ a I I S ~ f,1. 4' I ~ o U 3 I _ o I I V) I T aI i 2 h W I ++\f + 1\ + t++ + \ 3 ~i \+I + + w \ + f t- + ~ a + a ~ cc 9 6-1 + t~ Wd ZS 6S V0 SO/LZ/£0 ' l lX8 '6MP'lYVS3 d02id\Ja;seyi\9a00\6n^P\LOOZOn01\ d r \ < <NY I d W^o J I U~ I I h N £~C W LO Z I o z~ z~ 190 ' 'U Z I co IL p z~~ I~ < W W ahW a Q a o N i Nn o Z U C7 G N LL_ .1 u _ EES O< O < S p s ~Nm Imo' ~ I W U I >t a c~ ~ I I `u I I o~~o ~ I I Q I Q W I CL Z ~s ~ IW Q ~ I o I p I I J O I U ~ I ELS US I I ~ U E~ ~ I I J C) ^ a !K CJ U ^n U u o N In I 0 as$a Jj ai o S S ( v r• a v el ~ o ~ I I Y ? J II O c °<<K IM n : - ..t 7c I F- U Q J I 0 R -a \ \ \ ai ~ \ U ti W \ L Q ~ W ~ m z / 0 -j J W L< / O M~ If ?m 1 Q \ ' m J I / ~ C U U n LL J G W \ O > ~P F- C J t I \ I RE r] Po, q 63 \ \ w 0 m C \ J \ U • EAGLE COLORADO 937656 1:39:03PM 174 REC: $56.00 DOCK PAGES: 11/21/2005 64&65. TRACTS C&D DUCT GRANT OF EASEMENT (UTILITIES) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. • • 64&65. TRACTS C&D DUCT GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to conduit that may be employed for utility lines and facilities of any kind or nature to be located therein at a later time, (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers of the aforesaid utilities, including but not limited to Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of , 2005. [Signature on following page.] is 64&65 Tracts C&D DUCT.doc04/11/05 8:00 PM 0 0 THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. By: STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was a knowledged before me this day of 2005, b M 1), ti as 5C. of T E VAIL CORPORATION, a Colorado corporation. Witness my hand and official seal. a G d My commission expires: /6 Notary Publ' Y~~`.:~ a RNA ~pT AI? ~r % PU B Lac: Q OF Cla~ as to Form: h Legal Ua By: 0 • C EXHIBIT A Legal Description of Servient Estate (See attached) 00 I Jm r Lri r U I N ~ I I Q ~ w I W r I O = In W Lr) I F OZ LLJ 0Lr) 0 I \U Z Q I ~ I > I I I I 00 O N ~ I N W „ 116.30' 0 Ln S04-05-53"E - 75 120 00 N07:03 33,W _ . z 123.31 S04'05'5319E - 190.90 0 N d- . I W O O - I Lo 00 w z cD 00 O) Lo N L U / -J O I \ ~ U 1 z J O ~ I U Q O Q cy- W 00 z 0 N N r U-) J - Z OO J C7 ~ Q O N v J ~Ym I C) 0 < J _j -J m0 o z ~ ~n s n P, i dte6 4 eEj O O z O wo H U r a E• Ca7 w~W E- W w O WFOZF. z U ~O QaU >6 U> UO C E- E- E- U) LL- FU W U) z 0 J _J Q N04'05' 55"W 0 Ln U U 00 O Z p TRACT C U (VAIL/LIONSHEAD, < FIRST FILING) 1qa• 'Ad SZ:O£ s0 SODZ/SO/v0 '6M00-0-8 10V&-,kl83d08d-HAA\s»0sa8 1!0A\sliql4%3-)us3\6M0\-IIV83A0\OV3HSV0II\ d Q V 0z ~Z ZZ o(D ~w co w D Z W W t~ U OZ W 00 WU • li EXHIBIT "A" ew EASEMENT DESCRIPTION AN UNDERGROUND DUCT EASEMENT LOCATED IN TRACT C, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE N 085°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING A DISTANCE OF 172.97 FEET TO THE TRUE POINT OF BEGINNING; THENCE DEPARTING SAID TRACT D, VAIULIONSHEAD, FIRST FILING THE FOLLOWING THREE (3) COURSES: 1) N 52°38'16" WA DISTANCE OF 34.01 FEET; 2) N 07°03'33" W A DISTANCE OF 120.75 FEET; 3) N 85°54'07" E A DISTANCE OF 12.20 FEET TO THE NORTHWEST CORNER OF VAIULIONSHEAD CENTRE; THENCE S 04°05'53" E ALONG THE WEST LINE OF SAID VAIL/LIONSHEAD CENTRE A DISTANCE OF 116.30 FEET TO THE SOUTHWEST CORNER OF VAIULIONSHEAD CENTRE; THENCE N 85°54'OT' E ALONG THE SOUTHERLY LINE OF SAID LOT 5, BLOCK 1, VAIIJLIONSHEAD, FIRST FILING A DISTANCE OF 4.28 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID VAILILIONSHEAD, CENTRE S 52°38' 16" E A DISTANCE OF 40.49 FEET TO A POINT ON THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING; THENCE S 85°54'07" W ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING A DISTANCE OF 15.10 FEET TO THE TRUE POINT OF BEGINNING; SAID EASEMENT CONTAINS 1464 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIULIONSHEAD FIRST FILING A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30'05"') ,%N\01> 1,i1t1Irc )jjlilpz, BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\L1ONSHEAD\OVERALL\docs\Easement Legals\VR\64-TRACT C Duct.doc ,~68Z r~8 2S Ln o r N 00 0 F Cn N I I I Aj w \ w ~ D to d co n 00 m N V) Z Vn - r- / O / y o / O / o rn I / ,ri o ' 3 c~ N I J z z J I 3 N to iD r7 fn D r U~ M O - iv Z U O <W 0 Z U Q Z Z LO = r a r- z o N o ^ w J r m J w OZ w J ~u N z 5~ CL u n c w ` J Z r N04'O5'5`. m z TRACT C (VAIL/LIONSHEAD, FIRST FILING) L I "w - 130.48 ?61.78 N12~~,. `C v o ~S~ tl <iP ~ Q s ss y o z MO o ~ s Er U xa j s w H C9 w A w s ti o E- W 44 OO~x0 xWOz w WE"a> \ U C o Q .l ~ h N co Z d Q I U O N F `t E- a Z J CJ z Z Z J O 0 N UQ D m ti I w U W N aW o 0 o J Mm L O co ~ Z v > x`9.9• P 154.36' U N04-05'50"W I 0 30 ~ 0 I 3 in o _ • O 00 O 00 p I Q `I U I d Q I y Z m~ Of Z N Vol, tD U, C, jaaf 'Av 62:05:80 s002/s0/>0 '6"`~0-~-8 1JV2J1-A1213dCild-2fn\s~~osaa 11-A\sliqHx3-1us3\6r.o\IIV83A0\Ov3HSVOfn\ d 0 EXHIBIT "A" 4 it EASEMENT DESCRIPTION AN UNDERGROUND DUCT EASEMENT LOCATED IN TRACT D, VAIULIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE N 085°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING A DISTANCE OF 172.97 FEET TO THE TRUE POINT OF BEGINNING, THENCE N 85°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING A DISTANCE OF 15.10 FEET; THENCE DEPARTING SAID TRACT D, VAIULIONSHEAD, FIRST FILING THE FOLLOWING FIVE (5) COURSES: 1) S 52°38'16" E A DISTANCE OF 19.82 FEET; 2) S 07°38'16" E A DISTANCE OF 20.05 FEET; 3) S 82°21'44" W A DISTANCE OF 10.00 FEET; 4) N 07°38'16" W A DISTANCE OF 15.90 FEET; 5) N 52°38'16" W A DISTANCE OF 27.00 FEET TO THE TRUE POINT OF BEGINNING, SAID EASEMENT CONTAINS 414 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS'72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAILILIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY I OTH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") ~~1~N1►i►~+~!►t+typu, BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. 4 LAN'k~ E P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\65-TRACT D Duct.doc EXHIBIT B Depiction of Utilities (See attached) • 64&65 Tracts C&D DUCT.doc ¢ c 1~ 7 I I \ \ \ + + + 0~ I \ O W (n \ + + t LLJ I I Z I L) ll 1 1 ` + t\+ I I ~ ► t W W CL V rc 1 \ _ arm am 3: r: c6 < CL q + Z C) C) C N 1 1 + t C = <;q 1 1 + 1 1 ~ 1 ¢ i 1 2 _ ; i \t + 0 0 11 ~ I I a ~ ;I U I a ; o 1 I I I I 11 o I 11 ~ I- 1 I ~ 1 - Q 11 I 1 ~ 11 I----J U I Q J =mm I ~ I I I v z Q ~ I o o WnN 04 > G I a 2 0 I a d Q =11 v U IL ~J I a seI) 11 11 U 1 Q ~ 1 ~ ~ 1 LL- 0 11 F ° 11 Q 1 IL 1 1 11 II 1 lip _ III 1 Z 11 it w o I I J W < Jw Z W I U o°, IU i W W awe U rc Nn Q a - N W N W M Z U O V ON 0 LL- =I ~w I w Q I a e c I I Oki. mi t • ' j f• ~ . I I I I I U f- U - 4 + + + I~ + + `4~+ + + V + + +t + t`` + Q t + tt\tt tt + Q \ C.3 \t++\++A t ~ + h + + to \ t A + t, t:! 7 H p ~ U c li J W p tp 7 YSf Z 2 J U ~ U ~ a N It 000 O J <,n 01 = P N N O Q 2 CL Q ~I- ~II - - - - - - - - - - -,77 7 EAGLE COUNTY RECORDER. COLORADO 3 3 7 6 5 7 TEAK J SIMONTON 39.04PM 174 REG 856.00 DOC: 3"' PAGE,=;1 11/21/2005 66. Tract B Fil 1 Util 67. Tract B Fil 2 Util GRANT OF EASEMENT (GAS and ELECTRIC) (See Attached) After recording; please call Gerry Arnold at 845.2655 to pick up this document. 0 • C 66. Tract B Fil 1 Util 67. Tract B Fil 2 Util GRANT OF EASEMENT (Gas and Electric) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to gas and electric services (the "Improvements"), subject to the provisions herein. The Improvements are located in conduits attached to or embedded within the Skier Bridge (as defined below). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers of the aforesaid utilities, including but not limited to Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially or which have previously been installed are generally depicted on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment of the Skier Bridge (as defined below). Notwithstanding anything to the contrary contained herein, the easement rights granted hereunder shall not interfere with, hamper, impede, preclude or have dominance over the existence of and the activities on, over and across that certain skier bridge upon which the aforesaid utility lines are or will be located (the "Skier Bridge"). Subject to the provisions hereof, Grantor and its designees and the successors in interest of any of them shall reserve and have the right to construct, maintain, use and enjoy the Skier Bridge for all purposes permitted by law. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. f-A IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of Tt , 2005. [Signature on following page.] 66,67TractB Fils 1&2 Util.doc04/11/05 8:04 PM 0 • THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. By: STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was ac owledged r'l ~ , 2005, by A~ Ct Kfli, b. -e ~ kk of T-IiE VAIL CORPORATION, a Colorado corporation. Witness my hand and off My commission expires: O 0 Nib AUBLIC OF CO~Q~-~ Approved as to Form: Vail R 70s Le~ai De art meat 8y: Name: D Date: before me this Ph day of as S r. 0ic. e re5 i • r~ E i • EXHIBIT A Legal Description of Servient Estate (See attached) 0 1 J u ce) \ CD z_ Z Z_ CD w m w O H Z_ O w w D N04'0 154' I I I I i I J h Z 3 °1 y a ~ O Z J L~ U O J m O Ln m W H [n to V) ~ U O aQ m _ 0 U O Cr w w if) 0 cn Z c, - ~ V) if O \ J O co Z v i \ J ~ O O 9~ 0) cD '~'s96 ti S040838 E78_81- - N04-08'3B W - 85.11' N I? O N -s N04'04'57"1N 130.25• `s 6 PVAIART OF TRACT B 9 O SECOND FILING 0 101.50' 73.88' 175.37' S04'05'S3"E \ za ~o o E. U V) z ~ 6w R1Vx0 Qi W oz H aU O R1 > d O E O F t~ I 3b 3 Lr) 0 ^ o v L, H o I N o o) ° of mss, \ O z L)i 10 ~ Ln 0 CD d/ 04 z , , 't U) z J \ ~ O6 50 I a LJ z a: J ~ 6 F- I Q LL J UQ J ~ I w ~ z N z J I O J m I J ~ Q Of I _ ( cD Jaof 'AV 77:67:80 SOOZ/SO/TO '6'0'0-0-8 10V81-,kiH3d08d-8A\s»osa8 IIOA\51!q!4x3-1uS3\6rO\llv83n0\OV3HSV011\:d i EXHIBIT "A" EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED IN TRACT B, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHERLY ANGLE POINT OF SAID TRACT B, ALSO BEING THE SOUTHWEST CORNER OF TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING N 64°36' 10" E A DISTANCE OF 20.32 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING N 64°36'10" E A DISTANCE OF 16.09 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING S 04°08'38" E A DISTANCE OF 78.81 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG SAID SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING S 46°52'35" W A DISTANCE OF 19.30 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, FIRST FILING N 04°08'38" W A DISTANCE OF 85.11 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1229 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") % BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\66-TRACT B Utility.doc IE IQ N0550 W 4 1 I i I I I I of I w in 0 O °K ~~3 s s9 o „=e N . Q ~Z c6 S04'08'38"E__ 88_86-- c C: - I- 6 -N04'08'38"W - 82.77 N04-04'57"W 130.25' w li U O z !S W 1S F 6 O \O O d U ~ 0O Z2 °a mo zu H U Wa zWo W ~d W FW Qfs. ~Qw0 XW W~zz 0o Sa H \U .a H O U H EO- o. s~ 101.50' Z 73.88' 175.37' S0405'53"E \ 1 I 30 o~ s ° I u' ° o 0o rn \ o ° N I ° N Z F I F= I \ C7 \ Z I J L~ m U I Q ir n I cp Roop 'Ad f5 KZ SOOZ/S/s '6MO'0-0-8 10V81-A183dO6d-8A\s»osa8 i!oA\sliqla:3-lus3\6MO\l-lV83AO\OV'3HSV011\ d • EXHIBIT "A" EASEMENT DESCRIPTION 9 A UTILITY EASEMENT LOCATED IN TRACT B, VAIL/LIONSHEAD, SECOND FILING, AS RECORDED OCTOBER 15, 1971 IN BOOK 221 AT PAGE 990, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING N 46°52'35" E A DISTANCE OF 94.51 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING N 46°52'35" E A DISTANCE OF 19.30 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING S 04°08'38" E A DISTANCE OF 88.86 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING; THENCE ALONG SAID SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING S 63°55'01" W A DISTANCE OF 16.17 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF SAID TRACT B, VAIL/LIONSHEAD, SECOND FILING N 04°08'38" W A DISTANCE OF 82.77 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1287 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF % • PEAK LAND SURVEYING, INC. ~'4ii cjn; P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\67-TRACT B FIL-2-Utility.doc r ~ U • r~ 66,67TractB Fils 1&2 Util.doc • EXHIBIT B Depiction of Utilities (See attached) Ll r~ U IJ EAGLE COUNTY RECORDER, COLORADO 93 7 6 5 8 TEAK J SIMONTON ':39:05PM 174 REC= $41.00. Doc: PAGES= B 11/21/2005 1 i 68. TRACT D UTIL g t GRANT OF EASEMENT (UTILITIES) (See Attached) L After recording; please call Gerry Arnold at 845.2658 to pick up this document. io • • L-4i 68. TRACT D UTIL GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to gas and electric services (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers, including but not limited to Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially and/or existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. ~~1~ IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the r ~ O day of 0 (t ( , 2005. THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. Approved as to Form: Vail R s Legal De nt By. Name• e r V4J Date: - - O By: Nam Titl e 5 68TmctDUti1.doc04/12/05 1:24 PM 11 STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged , 2005, by N( C, b g e 6 f, of T E VAIL CORPORATION, a Colorado corporation. Witness my hand and official sea] My commission expires: ~lyrgRr•~. pOB L 1C 9~~oF C©0~~r is before me this day of as Sr. U 6(_ e ee5l "1',-f` • EXHIBIT A Legal Description of Servient Estate (See attached) 0 G .ps8z! \41 zs C^7 Z J W tr U t~ ~ O U Q 1_ Z 0 J 00 J_ N v J n 1 W J t~ ~ a z u~ 00 z w w w w w 3 to 3 3 O o 3 b 3 N co 3 0 _Z N N N N r7 a o O o m N _ V (D M ry co (D Q w N n N m c I~ N N 7 N N 7 I V ) p m p y r .t m to ro r m o n o (o O M co o to z Z fn Z N to m (N z z (N In N W J m H H 0 0 I~ O o~ N lD n h 0 w U ~ n (n a m v o o rn m v z J z J O N M N v N r r7 ri [V N 1~ N Oi N N V (p (O r7 Z N M a N w 1- m m o N M J w w w W W W W W W W W W W c~ Z F_ N ~ W ~o U Q Qw N Z 0 a -261. \c~ r I 3 z J L~ Z Z O C. J U Mm W UN \ r L a a° ?l O mli 1 W W N (C F Q p 0 ~ A w 2 U1 \ V) J z O Q 00 z . . J . E5 v "P, L3 777 7W 63 ~ ~~1 { tL U 0z ~w H Li z E12 00 (L U 1 i~ O : < s. I e y O z no o F U P: z cm. z -d m z0 Q X~ Oz E .d A> U O dz F p E- P TRACT C (VAIL/LI ONSHEAD. 73.88' " FIRST FILING) E 504.05 53 N04'05'50"W 154.36' _J F- o 13048 I Z I z 30 LO ML m Z • 112'1314 W o s p o I a O d Q N z m N Q I Z ~J6 I Jaaf 'Ad BU££:70 SOOZ/90/10 '6M00-0-8 1OV81-A183dO8d-do\s»0sa8 1i0A\s7!V!4x3-1us3\6r0\1IV83AO\OV3HSV0II\:d 9 EXHIBIT "A" i c EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED IN TRACT D, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE SOUTHWEST CORNER OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING N 04°05'55" W A DISTANCE OF 21.47 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG THE SAID WESTERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING N 04°05'55" W A DISTANCE OF 88.92 FEET; THENCE DEPARTING SAID WESTERLY LINE THE FOLLOWING THIRTEEN (13) COURSES: 1) N 57°51'23" E A DISTANCE OF 20.11 FEET; 2) N 85°51'22" E A DISTANCE OF 43.30 FEET; 3) S 73°04'27" E A DISTANCE OF 12.50 FEET; 4) N 87°36'23" E A DISTANCE OF 24.41 FEET; 5) S 02°23'37" E A DISTANCE OF 37.67 FEET; 6) S 72°12'46" W A DISTANCE OF 17.40 FEET; 7) S 04°21'04" W A DISTANCE OF 22.09 FEET; 8) S 64°36'10" W A DISTANCE OF 11.52 FEET; 9) N 04°21'04" E A DISTANCE OF 27.06 FEET; 10) N 31°13'50" W A DISTANCE OF 29.11 FEET; 11) S 85°51'22" W A DISTANCE OF 21.97 FEET; 12) S 04°08'38" E A DISTANCE OF 64.83 FEET; 13) S 64°36'10" W A DISTANCE OF 36.40 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 5266 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. A 11 P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\68-TRACT D Utility.doc i • EXHIBIT B Depiction of Utilities (See attached) • 68TractWtil.doc • C] a I w W C9 Z J Q N U ~ U OU 0 U.) N N, Q Q~ --I = co w > En L Lij a > LLJ L I- J U 4- F - F- a U < LL- 000 O J = n N > N O Of 0 Q Q v EVR-PH O\ W V+ + - - N + 1} J 0 1W , W ~ W \ I \ f \ + Q rl j \ Q~ 4 a EG EE i 3d 3d ~d 3c1 3 y 3d - + - °•"^K'..+.a~~w.s.n+ca+F"ter: ,-~.oi-.a.....-s~~~~~.n, + + I + ~p C.7 C7 I T 03 _ 93 1+ +1 +I + J W - r + + + + + + + + + + i~ f f+ + + -t-+ + + + + + + + + + + + +G~-- + + + + + + + + + + L + + + + + + E~ + + + { ES Q ES aG - 5 + + E+5+-~ + 1 i ht l E +~+ek + + G+ ~ Et E WE -~--+E + + EFL, -F+ + + + + + W + + + + + E+ + + + + + + + YF + + + + + ~W + E I > + pv ES 4 + +6 + \ + + \ + + r* + EAGLE COUNTY RECORDER. COLORADO 937659 TEAK J SIMONTON 39:O-SPM 23 REC= $21.00 DOC-NNW PAGES- 4. 11/2112005 • (68) 9 )xl. AGREEMENT (See Attached) After recording; please can Gerry Arnold at 8451658 to pick up this document. L (68) AGREEMENT This Agreement (the "Agreement"), dated as of the day of , 2005, is by and between THE VAIL CORPORATION, a Colorado corporation, oing business as Vail Associates, Inc. ("VA"), and HOLY CROSS ENERGY, a Colorado corporation ("Holy Cross"). RECITALS A. VA has granted that certain easement to the Town of Vail for the installation, use, maintenance, repair and replacement of certain utilities (the "Easement Rights") as more particularly described below in this Agreement (the "Easement"). B. Holy Cross is a named third party beneficiary in the Easement for the Easement Rights with respect to its electrical facilities and lines and appurtenances (the "Facilities"). C. VA desires to clarify Holy Cross's obligations with respect to Holy Cross's Easement Rights of the Facilities as set forth herein, and Holy Cross is in agreement therewith. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, VA and Holy Cross agree as follows: The Easement is more particularly described as the following: 68. TRACT D UTIL from VA for electric lines, switch ear, transformer & gas according to the easement recorded at Reception No. 942 -5-. 2. In areas where grass is disturbed by Holy Cross's exercise of the Easement Rights, Holy Cross shall restore the ground surface to the pre-existing grade prior to such disturbance and reseed such ground surface using a standard native mix but shall not be responsible for restoring other landscaping vegetation and/or features and surface improvements (the "Other Improvements"). Moreover, Holy Cross will not be responsible for damage to the Other Improvements caused by Holy Cross's exercise of Easement Rights. 3. VA shall be responsible for the restoration of the Other Improvements disturbed by Holy Cross's exercise of the Easement Rights. ERGLL COUNTY RECORDER, C.. TEAK J SIMONTON •39:87PM 174 REC: $41.00 DOC;~ PAGES' 8 11/21/2095. • 69. TRACT X UTIL GRANT OF EASEMENT (GAS and ELECTRIC) (See Attached) 2 After recording; please call 'Gerry Arnold at 845.2658 to pick up this document. C7 _ -I I TRACT B I I VAIL/LIONSHEAD I I I I / / FIRST FILING I / TRACT B - _ ✓ / / TRUE POINT VAIL/LIONSHEAD. SECOND FILING I / OF BEGINNING 11100' / N82'S5'01"E - I / ti"5. SCALE.' r' 100 16.17' 501, 20.11' I / POINT OF 'OMMENCEMENT I I N04'04'57"W rni I' w UNPLATTED 55.00' TOWN OF VAIL / I (RECEPTION No. 720888) / l iW P / J / i i m / k, ~ TRACT X v FOREST PLACE SUBDIVISION / Z pl, ~j,o011RESj a LOT 3 rnti _ ,1 '«i / s • ANT BIG 'y rn ui fN ~ / ~ b c~ _ l,O 1 1071 T • • 27598 ui in • • Fn (Al 0 N LA, !0. co" LOT 1 &29'23'45' FOREST PLACE R=175.00' ryh \ / L=89.78' LOT 1 T=45.90' BLOCK 2, VAIL VILLAGE 11 % 'j It . ~ CH=88.80' h SIXTH FILING / v 10.00' 4 1~CB=N79 52'31'W try u E3 10.07' ; i; hh i 59.40' 45.22' 0 85.31' / 4'34'23'W 5852537 TRACT A I VAIL VILLAGE, SIXTH FILING I I HOLY CROSS ENERGY UNDERGROUND RIGHT-OF-WAY EASEMENT I (RECEPTION No. 728663) I (HATCHED AREA) I I I II o F (50, 71 w 0. ~ A=2923'45' \ R=125.00' \ 6413' \ LINE TABLE LINE LENGTH BEARING E1 76.44' S04'08'38"E E2 14.60' S07'06'26"W E3 28.00' S87'53'27"W E4 18.00' N87 53'27"E E5 5.77' N07'06'26"E E6 68.92' N047OS'38"W L- . T=32.79' CH=63.43' CB=N79'52'31'W I 1 EXHIBIT UTILITY EASEMENT TRACT X, FOREST PLACE SUBDIVISION R n TOWN OF VAIL, EAGLE COUNTY, COLORADO ;Z7~ :m-m c 69-TRACT X FP-UTILITY EXHIBIT "A" 0 EASEMENT DESCRIPTION A UTILITY EASEMENT LOCATED IN TRACT X, FOREST PLACE SUBDIVISION AS RECORDED JANUARY 9, 2004 AT RECEPTION No. 864633, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT X, FOREST PLACE SUBDIVISION THENCE N 63°55'01" E ALONG THE NORTH LINE OF SAID TRACT X, FOREST PLACE SUBDIVISION A DISTANCE OF 20.11 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTH LINE OF SAID TRACT X, FOREST PLACE SUBDIVISION N 63°55'01" E A DISTANCE OF 16.17 FEET; THENCE DEPARTING SAID NORTH LINE OF SAID TRACT X, FOREST PLACE SUBDIVISION THE FOLLOWING SEVEN (7) COURSES: 7) S 87°53'27" W A DISTANCE OF 28.00 FEET TO THE WEST LINE OF SAID TRACT X, FOREST PLACE SUBDIVISION; THENCE N 02°06'33" W ALONG SAID WEST LINE OF SAID TRACT X, FOREST PLACE SUBDIVISION A DISTANCE OF 10.00 FEET; THENCE DEPARTING SAID WEST LINE OF SAID TRACT X, FOREST PLACE SUBDIVISION THE FOLLOWING FOUR (4) COURSES: 1) N 87°53'27" E A DISTANCE OF 18.00 FEET; 2) N 02°06'33" W A DISTANCE OF 353.12 FEET; 3) N 07°06'26" E A DISTANCE OF 5.77 FEET; 4) N 04°08'38" W A DISTANCE OF 68.92 FEET TO THE TRUE POINT OF BEGINNING. 1) S 04°08'38" E A DISTANCE OF 76.44 FEET; 2) S 07°06'26" W A DISTANCE OF 14.60 FEET; 3) S 11 °30'58" E A DISTANCE OF 389.50 FEET; 4) S 85°25'37" W A DISTANCE OF 10.07 FEET; 5) N 11°30'58" W A DISTANCE OF 350.13 FEET; 6) S 02°06'33" E A DISTANCE OF 314.18 FEET; SAID EASEMENT CONTAINING 8793 SQ. FT. MORE OR LESS. BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\69-TRACT X Utillity.doc \ J , to LLJ W 2 O x0 o a< Ln 1\ O ` (L.Lg L v \ m `-r v O lyJ V ' _ I ~+~~„-s, Est"` .r ~tw~~-xa~, _ \ \ 1/1 I ' ' 1 II \ I I I I 1 F ~ ~ o W W / I , o pp / Q EAGLE COUNTY RECORDER. COLORADO 9 3 7 6 6 1 ® TEAK J SIhONTON 39:08PM 23 REC' $21.00 DOC: S.n. PAGES 1 J. 1/21/2005 i u (69) AGREEMENT (See Attached) } ~J After recording; please call Gerry Arnold at 845.2658 to pick up this document. r~ (69) AGREEMENT This Agreement (the "Agreement"), dated as of the day of ) ~1; 2005, is by and between THE VAIL CORPORATION, a Colorado corporation, doing business as Vail Associates, Inc. ("VA"), and HOLY CROSS ENERGY, a Colorado corporation ("Holy Cross"). RECITALS A. VA has granted that certain easement to the Town of Vail for the installation, use, maintenance, repair and replacement of certain utilities (the "Easement Rights") as more particularly described below in this Agreement (the "Easement"). B. Holy Cross is a named third party beneficiary in the Easement for the Easement Rights with respect to its electrical facilities and lines and appurtenances (the "Facilities"). C. VA desires to clarify Holy Cross's obligations with respect to Holy Cross's Easement Rights of the Facilities as set forth herein, and Holy Cross is in agreement therewith. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, VA and Holy Cross agree as follows: 1. The Easement is more particularly described as the following: 69. TRACT X UTIL from VA for gas and electric according to the easement recorded at Reception No. q 3 7 p (P 2. In areas where grass is disturbed by Holy Cross's exercise of the Easement Rights, Holy Cross shall restore the ground surface to the pre-existing grade prior to such disturbance and reseed such ground surface using a standard native mix but shall not be responsible for restoring other landscaping vegetation and/or features and surface improvements (the "Other Improvements"). Moreover, Holy Cross will not be responsible for damage to the Other Improvements caused by Holy Cross's exercise of Easement Rights. 3. VA shall be responsible for the restoration of the Other Improvements disturbed C by Holy Cross's exercise of the Easement Rights. 0 • 4. This Agreement shall be and hereby is incorporated into the Easement by this reference and becomes part of the Easement. IN WITNESS WHEREQF, VA and Holy Cross have caused this Agreement to be duly executed as of the Y day of 2005. THE VAIL CORPORATION, a Colorado corporation doing business as Vail Associates, Inc. F ~.J HOLY CROSS ENERGY, a Colorado corporation By:. ~ t Name: INotary blocks on following page] Title: 1. i Approved as to Form: Legal Department Name: CE tl' ARNOLp Signature: Date: - c~ C 6911olyCrossAgreement.DOC 0 9 F- , L. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2005 by , , as e of The Vail Corporation, a Colorado corporation, doing business as Vail Associates, Inc. Witness my hand and official seal. Y A My commission expires:' Y '0& BL %r, STATE OF COLORADO ) t~`9j~ • • )ss. ~x OF. coo, COUNTY OF GARFIELD AQ The foregoing instrument was acknowledged before me this2 day of c>J 0f C- , 2005 by ~i~~fh9~D j?4W jc-C„~ as ~ A(- oPtl? of HOLY CROSS ENERGY, a Colorado corporation. Witness my hand and official seal. My commission expires: 2 - /9 -0-7 N • 691iolyCrossAgreement.DOC 3 C"WL.L 1..VVIl1 i MQ.WnWcnr y-M- y~ /bb TEAK J SIMONTON v r 01 39 14PM 174 REC: $41.00 DO PAGES 8 1112112005 70. REPLATTED LOT I HC GRANT OF EASEMENT (UTILITIES) (See Attached) After recording; please call Gerry Arnold at 845.265$ to pick up this document. 0 • 0 70. REPLATTED LOT I HC GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to electric service (the "Improvements"). The Easement shall be for the benefit of the Grantee and Holy Cross Energy, Inc., and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially and/or existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. In addition to the easement rights sets forth above, a portion of the Easement may also be used for a paved pedestrian and vehicle path as depicted on Exhibit B (the "Vehicle Path). The exercise of any easement rights hereunder shall not preclude, prevent, hinder, hamper or disallow vehicles from using and occupying the Vehicle Path. No above the surface improvements may be constructed in the Vehicle Path which would interfere with the use of the Vehicle Path as an access way for vehicles. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the J day of lJd i zm ,her , 2005. [Signature on following page.] • 70REPL.ATPEDLATI HUdoc04/12M 1:08 PM • 0 r- r -I THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. By: a Nam e• ; -f ' I Title: r. I ` e STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged 40(11 , 2005, by M G r tti G- b - R 4 (7 of T E VAIL CORPORATION, a Colorado corporation. Witness my hand and off My commission expires: Approved as to Form: Vail Rdsarts Legal part t By: Name• - e ✓ (II o Date: - O before me this day of as Y AR O ~ OTA# c AIJB L 1t F~F Gov E EXHIBIT A Legal Description of Servient Estate (See attached) C]A E SB6'03'19"W -_221-11 S86-03'19"W - 185.31 HOLY CROSS ELECTRIC EASEMENT (HATCHED AREA) MONTANEROS (BOOK 228. PAGE 871) LOT 8 BLOCK 1 20.0' uo 0 W rn r*i I J t~ c TRUE POINT OF BEGINNING LANDMARK-VAIL CONDOMINIUMS (BOOK 238, PAGE 918) N86'03'19"E - 167.91 TRACT .97' N o tPOINT 67-97 o OMMENCEMENT 586 '03' 19"W t° 45.00' N 0 W cn rn r*i I W 01 O W LIONS SQUARE LODGE NORTH (BOOK 239, PAGE 407) LINE TABLE LINE LENGTH BEARING E1 28.41' S82'51'54"W E2 26.20' S04'04'48"E E3 16.63' 585'55'12"W E4 26.20' N04'04'48"W E5 1 85'55'12"E csJ 0 N LOT 2 BLOCK 1 SUNBIRD LODGE N 0 W cn Cl r'n I N Q1 W N I I I I I I I D I SCALL'' 1"= 50 n I I 0 I I C I TRACT C INGRESS AND EGRESS EASEMENT (BOOK 225, PAGE 183) (SHADED AREA) I 0 v zc 0 r- ;o LO Z = K m z A -i LOT 4 BLOCK 1 GONDOLA BUILDING Q5 VAIL/LIONSHEAD, FIRST FILING ro. C3 LIONS SQUARE CONDOS (BOOK 220, PAGE 177) (PHASE 2-BOOK 227, PAGE 427) (PHASE 3-BOOK 227, PAGE 513) EXHIBIT o HOLY CROSS ELECTRIC EASEMENT ~„wn TRACT C, VAIL/LIONSHEAD, THIRD FILING TOWN OF VAIL, EAGLE COUNTY, COLORADO 70-REPLATTED LOT 1 HC • EXHIBIT "A" EASEMENT DESCRIPTION A HOLY CROSS ELECTRICAL EASEMENT LOCATED WITHIN TRACT C, VAIULIONSHEAD, THIRD FILING, AS RECORDED OCTOBER 15, 1971 IN BOOK 221 AT PAGE 992, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING ON THE NORTHEAST CORNER OF SAID LOT 2, BLOCK 1, VAIULIONSHEAD, THIRD FILING; THENCE S 86°03' 19" W A DISTANCE OF 122.97 FEET; THENCE DEPERTING SAID SOUTHERLY LINE S 82° 51'54" W A DISTANCE OF 28.41 FEET TO THE TRUE POINT OF BEGINNING; THENCE THE FOLOWING FOUR (4) COURSES: 1) S 04°04'48" E A DISTANCE OF 26.20 FEET; 2) S 85-55'12" W A DISTANCE OF 16.63 FEET; 3) N 04°04'48" W A DISTANCE OF 26.20 FEET; 4) N 85-55'12" E A DISTANCE OF 16.63 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 437 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENT BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIULIONSHEAD, THIRD FILING, A SUBDIVISION RECORDED OCTOBER 15, 1971 IN BOOK AT 221 PAGE 992, IS (+0( BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\70-REPLATTED LOT 1 HC.doc EXHIBIT B Depiction of Utilities and Vehicle Path (See Attached) • • 70REPLATTEDLOTI HCI.doc i i i i • i i i i U Q I CIL' > F- < O N Q - O o J LL ~ wr~~ = O (n C) C) F- o Z0 W Q J ~ I J > Z I W J_ W Q Y U Of W 0 0 J Cr F- - - m O U p , ~ LJ LO Q- m N Q > cn Q Q- z I- 0 I C 0 J J J t I > u f~ W U \ (n Z D _ z o 0 Q co C~ 0 Z << a_ U (D CY) O h =II J • EAGLE COUNTY RECORDER. COLORADO TEAK J SIMONTON 31:39:15PM 23 REC $21.00 DD PAGES: i 937668 1/21/2005 (70) `f I AGREEMENT (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 0 0 (70) AGREEMENT This Agreement (the "Agreement"), dated as of the day of 2005, is by and between THE VAIL CORPORATION, a Colorado corporation, oing business as Vail Associates, Inc. ("VA"), and HOLY CROSS ENERGY, a Colorado corporation ("Holy Cross"). RECITALS A. VA has granted that certain easement to the Town of Vail for the installation, use, maintenance, repair and replacement of certain utilities (the "Easement Rights") as more particularly described below in this Agreement (the "Easement"). B. Holy Cross is a named third party beneficiary in the Easement for the Easement Rights with respect to its electrical facilities and lines and appurtenances (the "Facilities"). C. VA desires to clarify Holy Cross's obligations with respect to Holy Cross':s Easement Rights of the Facilities as set forth herein, and Holy Cross is in agreement therewith. L . AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, VA and Holy Cross agree as follows: 1. The Easement is more particularly described as the following: 70. REPLATTED LOT 1 HC from VA for transformers according to the easement recorded at Reception No. 9 3 7 ~ l 7 2. In areas where grass is disturbed by Holy Cross's exercise of the Easement Rights, Holy Cross shall restore the ground surface to the pre-existing grade prior to such disturbance and reseed such ground surface using a standard native mix but shall not be responsible for restoring other landscaping vegetation and/or features and surface improvements (the "Other Improvements"). Moreover, Holy Cross will not be responsible for damage to the Other Improvements caused by Holy Cross's exercise of Easement Rights. 3. VA shall be responsible for the restoration of the Other Improvements disturbed by Holy Cross's exercise of the Easement Rights. 0 • 4. This Agreement shall be and hereby is incorporated into the Easement by this reference and becomes part of the Easement. IN WITNESS WHEREPF, VA and Holy Cross have caused this Agreement to be duly executed as of the day of emu, , 2005. THE VAIL CORPORATION, a Colorado corporation doing business as Vail Associates, Inc. By: Nar Titl HOLY CROSS ENERGY, a Colorado corporation By: Name: (c~'1U r' ~l n ( ~ Title: GE I - 6~ v 11~ INotarY blocks on following page] Approved as to Form: Legal Department Name: CWY ARN F.D Signature: Date: -L? • 70HolyCrossAgreement.DOC • STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instru ent was acknowledged before me this day of 2005 by 6 o-, as 17rc s, of The Vail Corporation, a Colorado corporation, doing business as Vail Associates, Inc. Witness my hand and official sea A)4, ~ My commission expires: l~ Y Q rn • Not Publi UgL1~ . o STATE OF COLORADO ) OF coo )ss. COUNTY OF GARFIELD Ad The foregoing instrument was acknowledged before me this ,-z day of o:J44W 6 , 2005 by i Gffi9~~ y ,7►!k as (!~/A - 4-Z-e---Zj- M C 0ee7C b7 &j S of HOLY CROSS ENERGY, a Colorado corporation. Witness my hand and official seal. My commission expires: .2- /A-- n7 ,`,111111F, ~pT aRy~'': OZ `N= fit Or COV..;'S 70HolyCrossAgreement.DOC 3 • EAGLE COLORADO 337662 1:39:09PM 174 REC: $71.00 DOC PAGES: 14 11121/2005 71. TRACT D PHONE 72. TRACT C PHONE GRANT OF EASEMENT (UTILITIES) (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document. F- -I L-J • 71. TRACT D PHONE 72. TRACT C PHONE GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to telecommunications (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers of the aforesaid utility, and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially and/or existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the ~Iday of r, , 2005. THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. Approved as to Form: Vail R its Legal. De rtment By: Name• r h d Date: D- O • By: Na e: Al a r+h o, e vh a 5 %G/ fi Tit . U, c4 71&Mraus C&D Phone.docO4/11/05 8:21 PM • C] STATE OF COLORADO ) ss: COUNTY OF EAGLE ) kb t-- I The foregoing instrument was acknowledged , 2005, by Ma i4c, D: 9 -e A Ph of T VAIL CORPORATION, a Colorado corporation. Witness my hand and off My commission expires: ~~RY A q~ I10 TAR), 'AUK l l C °F Cc~-Q before me this day of as s( r C es i t~ . 0 0 0 EXHIBIT A Legal Description of Servient Estate (See attached) 0 j a Y y 1pV 2l `M ~rt82 S 1c)Y Om ' )I I 1 o~ ~ w ° D 53"E - 116.30 C~ Z U- 31~ J .90, N W Z U ~ r Z vo zz 4 <w o ~ m N w 0 w J ~ L~ U co U W z > z~ O N dO dYm I -J -j 0070 r ° • z 0 co TRACT C y (VAIL/LIONSI- V FIRST FILIP w w w w w 3 3 3 3 3 3 a 0 ~ ° 0 v z 0 n In ~ 0 in n "1 n nn io nn -U-) 'n -10 -n Q w V m In Zn o v ;n ;n ;n n ~n ° " In a m m 11 0 0 0 o 0 c ~ V ) V) V) V) V) V) Z Z Z z z W ~ 1 ] J m Q r io .n o0 co .n a io "v ' n - w 0 M n n n (o m m to N I m N r~ o5 ri o ~ oo u; ai ,ri J J N N .n 0 0 n N W Z W " W Pn W t W n W o W ~ W m W m W o ~ W J W G z LL r V) UD <Q L,j N z O J < J r S i`[ O za E O Z E., U W ~ H W d wz x0 x5oz W0 aya H A> w UO E EO E 4'05'55"W - 261.75 \ I 0 0 U Q F- 154.36~ 1 N04'05'50"W 14of 'Ad 0(;:sl:l0 SOOZ/90/10'6-0- -81:)V211-"83dO8d-Nh\s),osaa I!oA\s)!qi4z3-)us3\6.0\IIY83n0\OV3HSV011\:d I z J L~ z z 0 J O m w lL V) V~) U O < m 1 r w W = U in Z <W 0 0 V) P \ Z d J O to < Z J ~~l, 0 EXHIBIT "A" i EASEMENT DESCRIPTION AN UNDERGROUND TELEPHONE EASEMENT LOCATED IN TRACT D, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE N 085°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 191.19 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 85°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 11.09 FEET; THENCE DEPARTING SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING THE FOLLOWING ELEVEN (11) COURSES: 1) S 29°43'49" E A DISTANCE OF 2.33 FEET; 2) S 15°53'02" E A DISTANCE OF 21.76 FEET; 3) S 04°03'02" E A DISTANCE OF 27.35 FEET; 4) S 03°15'17" E A DISTANCE OF 38.78 FEET; 5) S 01°35'51" E A DISTANCE OF 63.68 FEET; 6) S 64°36'10" W A DISTANCE OF 10.00 FEET; 7) N 01 °35'51" W A DISTANCE OF 67.94 FEET; 8) N 03°15'17" W A DISTANCE OF 38.56 FEET; 9) N 04°03'02" W A DISTANCE OF26.24 FEET; 10) N 15°53'02" W A DISTANCE OF 19.51 FEET; 11) N 29°43'49" W A DISTANCE OF 5.91 FEET TO THE TRUE POINT OF BEGINNING; SAID EASEMENT CONTAINS 1560 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. ~0 • P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\71-TRACT D Phone.doc \ T 3 iV ~o O N 0 N N LO Y ro om I w ro z 0 z 1n 1~cW.> z 'OSa t~ \ M ss ZAB ZS 53"E - 116.30 LD Z 51 90' N o: U ~ r O U Q ¢W N Z O co J CD OR Q N v r, J ~Ym I -J -j OO]O n z O O 'n ~ co y V w w w 3 3 3 ~ z ~ v a in ih n~ r~ r~ o Q W N N n ~ N N n N w ~ IA M m m O 00 O co cD n n z z N {n N z z W J Q3 r r= O 0 in c0 W C 7 a UD o O O 6 a N1 4 w to n W ? J w N W n W a W n W W n W i 0 0 za 0 Fw0 Z w~ xW G4 c~7 cl) E- d w mZawc0 xw oz w0 a~d E A> UO ~z EO H c~ z J W i Z O O J i p Lc) U m W I too, 0 <a 3 m1~ W Z c~ z U O a W o z 0 Z Z_ d r Z 0 to Z j cn W J Qo - Nr3iw Q 2!~ 9 9!!~ N L'i ` O r \ ~ ~ J i ca W z S9x W ;Fz W L~ U OW b~ 00 r ` 00 Z> /1.0 m L/ V L'i 04'05'55"W - 261.78' 0 N 2 d TRACT C v (VAIL/LIONSHEAD. Q FIRST FILING) ~ 54.36' N04'05'50"W \ I I m ZIP X40 'Ntl 00:vO:LL S00Z/90/10'6--O-J-8 1JV81-A.L83dO8d-8A\s»osQ8 I!oq\siiq!ar3-1us3\6r0\IIV83A0\OV3HSV011\ d • EXHIBIT "A" 0 tv EASEMENT DESCRIPTION AN UNDERGROUND TELEPHONE EASEMENT LOCATED IN TRACT D, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE SOUTHWEST CORNER OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING N 20°17'32" E A DISTANCE OF 100.14 FEET TO THE TRUE POINT OF BEGINNING, THENCE THE FOLLOWING SEVEN (7) COURSES: 1) N 68°21'38" E A DISTANCE OF 50.06 FEET; 2) N 87°29'14" E A DISTANCE OF 8.40 FEET; 3) S 02°01131" E A DISTANCE OF 10.00 FEET; 4) N 87°29'14" W A DISTANCE OF 6.65 FEET; 5) S 68°21'38" W A DISTANCE OF 34.30 FEET; 6) N 75°11'33" W A DISTANCE OF 13.19 FEET; 7) N 79°38'08" W A DISTANCE OF 4.08 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 495 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN' AND "SPRADDLE" BEARS 72'26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. • P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\71 B-TRACT D Phone B.doc Q r _T_ - layk _j Al :N m O N p N N •O6- M,,Ss Zy 8 2S nY U Jm e W ZW OU Go J ao Z c~ O o, N N W m 1 \ w \ ~ ----------1 Yy 1 L E t 1i w O Z z z_ 116- 3`E ° a ~ L z J S a z_ F I' n N W D 10! r O t~ N K U t~ ~o U Q QW Z O J m J U Z ~ Q O J N _ ~Ym ) Om0 n °z O ~~n ° ° m II z y Q H p u Q w x N z O Z J w L < W v L~ U Oz w z _g 00 aU TRACT C (VAIL/LIONSHEAD. FIRST FILING) w U) w In w m 3 m 3 In 3 ~n z 2 V N < V N ~ .n v n n v ~n Q w m o 0 n N r N a o N n N o n 0 N In N Z Z Z W J m Q ~ 2 ~ ~ o m uo io w c ~ O to In N Z J z J O1 n ^ p~ O W z J w N W 17 W W N W f0 W VJ • . . t 04 1 U' z J z z 0 C J Ll, mw QQ 3 m~ 1 ~W U D w W o N 0 N O J Z o co z ; J !2 _q _ =E < ly .t a a !t 0q no no E.., G~. O ZE_ U L>~ ~w0 d w wzxo 1) x~ z Woz xa~ L1. E U> UO dz E O E- 65 5"W - 261.76' \ I W z O 2 a U F- U Q N04'05 50"W 154.36' N n 6°ar 'Ad CO:LS:Z SOOZ/S/v '6 0'0-0-8 1JV2ll-Aid3dO8d-4/A\s»OSa8 1!0A\sLQ4N3-1u53\6.0\1-IV83AO\OV3HSV011\:d 0 EASEMENT DESCRIPTION EXHIBIT "A" i AN UNDERGROUND TELEPHONE EASEMENT LOCATED IN TRACT C, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: AT THE NORTHWEST CORNER OF TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE • N 085°54'07" E ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 191.19 FEET TO THE TRUE POINT OF BEGINNING; THENCE DEPARTING SAID TRACT D, VAIULIONSHEAD, FIRST FILING THE FOLLOWING THREE (3) COURSES: 1) N 29°43'49" W A DISTANCE OF 7.58 FEET; 2) N 21-54'25" W A DISTANCE OF 9.26 FEET; 3) N 03°05'45" E A DISTANCE OF 10.51 FEET TO A POINT ON THE SOUTHERLY LINE OF LOT 5, BLOCK 1, VAIULIONSHEAD, FIRST FILING 1; THENCE N 85°54'07" E ALONG THE SOUTHERLY LINE OF SAID LOT 5, BLOCK 1, VAIULIONSHEAD, FIRST FILING A DISTANCE OF 10.00 FEET; THENCE DEPARTING SAID SOUTHERLY LINE OF VAIULIONSHEAD CENTRE, AS RECORDED OCTOBER 10, 1995 AT RECEPTION NO. 575368, THE FOLLOWING THREE (3) COURSES: 1) S 29°43'49" E A DISTANCE OF 9.03 FEET; 2) S 21-54'25" E A DISTANCE OF 7.60 FEET; 3) N 03°05'45" E A DISTANCE OF 11.69 FEET TO A POINT ON THE NORTHERLY LINE OF SAID TRACT D, VAIULIONSHEAD, FIRST FILING; THENCE S 85°54'07" W ALONG THE NORTHERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING A DISTANCE OF 11.09 FEET TO THE TRUE POINT OF BEGINNING; SAID EASEMENT CONTAINS 282 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72°26' 83. THE ROTATION TO VAIL/LIONSHEAD FI I BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. COLORADO CENTRAL ZONE (HARN) SPC BDIVISION RECORDED MAY 10TH, 1970 IN P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\72-TRACT C Phone.doc • EXHIBIT B `J Depiction of Utilities (See attached) • • 71&72Tracts C&D Phone.doc Z 1 r o< L) d C-4 M 1 J W 1 ~ I O Y Q I I - ru3 I I I I I ~ - I - I I I I I ~ I U U J 1 k + + + + + + 4S-: ++~lP S r~ f 6 41 \ } w O I \ + C I t+ L \ + v * + m 9 Q \ t + + ¢ N W F- d Q \ 1 a << L- L)0(L,Of O J W-v A \ + d m \ + w \ * 4, + W + + Q m A F- + } O / v o \ + + H o (n + LL. * N \ + _n ¢ 2i. Z \ W \h + 0_ v + + I 11 I + I ~ + I O I t+ I \ + O i f +4+~ - - / IJ `J \ + + + + +~,~EO+ + + + + + + Wd L4~S£~£0 ~oispivo 'eJi~< <~e '6MP'~LWS3-d102id\~e~sE FES~ *03 M03 'Jd m _ +I`++I + ~ ++I =II L +++++++I+II/I + + + 4~. 41 4. T + +I++ Q V MP1100ZOA01\:d + ++1+ + 1;' 0 in J 2 ~ U v w~ Z F- 2 w _ U 0p Ch oo~~ I Q "a-x LL) W )n N Z ern" Z 1' N o 00 -C 9 J \ y m I JZ O I >2 Y R F 7 q -j V O I ~ I W d ~ y W /IW yam` I U •~'s ~ S U ~ I V I I all I z U :3 I I I ~ U c Q ~ V I N U- p; I0 C; W IQ 2 y I I ~ a I Q I I I I ~ I I I dd I _J I I I I I *03 4 + + LIJ \ + t ~ U + d +w~ t \ c~j Z 4,, W* 1 ~ 1 + 1 t I \ } n \ +x W t } \ + AA t W\t + ~ W \ V~ \ 03 _ M03 X103 p03 C9 0 a zv ~t K Q =nom F- N~ J U H U ~ Q y Li O J W O C4 = 1~ N (n O Q \ =II I F' ~ L J L IIIII 917757 Page: I of 5 06//01/2005 04 Teak J Simonton Eagle, CO 173 R 26.00 D 0.00 GRANT OF EASEMENT (Path Access) 73. TRACT A 1" FIL PATH THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantor"), whose street address is c/o Vail Resorts Development Company, 137 Benchmark Road, Avon, Colorado 81620, for good and valuable consideration, in hand paid or received, hereby grants and conveys 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 street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across and over that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of a recreation/bicycle/pedestrian path within the Servient Estate, including rights of access over and across such path. The Easement shall be for the benefit of the Grantee and its designees, and the contractors, agents and invitees of any of them, with the access rights under the Easement to be for the use of the public. Grantor will commence or cause to be commenced construction or reconstruction of the such path during the spring or summer of 2005 and complete same by October 31, 2005. Moreover, Grantor shall restore any improvements located within the Servient Estate and/or Tract A disturbed and/or impacted by such construction or reconstruction to their previously existing condition subject to the relocation, if any, of such path. The Easement shall be non-exclusive, and Grantor shall have the right to use and enjoy the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement. Grantor shall specifically have and retain, without limitation, an access right to use and enjoy the Servient Estate for utilities service and mountain service vehicles and deliveries, excluding, however, any mechanized guest transportation routing purposes (the "Service Access Uses"); Grantor hereby reserves an easement in gross for the benefit of the Grantor named herein and its designees (which in any event will include any successor operator of Vail Mountain), and the contractors, agents, licensees and invitees of any of them, for the enjoyment of the Service Access Uses over the Servient Estate, and the right to the Service Access Uses shall not pass with title to the Servient Estate if the Servient Estate is conveyed by Grantor. This easement in gross is and shall be freely transferable by Grantor and any successor holders thereof (with no termination or impairment of the easement rights to arise by virtue of any transfer). Furthermore, it is expressly intended and shall be that this easement in gross and shall not extinguish or merge with title because the easement and the Servient Estate are held and owned by the same party. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 57P 649297.2 RCFlSH • IN WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the day of r 2005. STATE OF COLORADO ) COUNTY OF Eli ss: I ) The foregoing instrument was acknowledged before me this 744 day of P r; 2005, by -MQ r/:' a_ D. D~eti hn as Sr U/c e Pcs ~'d xn of he Vail Corporation d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: /d ~D ~a0o E Approved as to Form: Vail Resort: Legal Department By. d Name: ` g r -o Date: 649297.2 RUISH Notary Publi 2 ~~~RY AR NOTAAr. THE VAIL CORPORATION DB/A VAIL ASSOCIATES, INC., a Colorado corporation EXHIBIT A Legal Description of Servient Estate (see attached) • • 649297.2 RCFlSH A-1 TRACT C 'AIL/LIONSHEAD, FIRST FILING \ (BOOK 217 PAGE 676) dO vview N Q W U w o Q to M V) a- Q W M Q! O _ Q Z D - Or m (n O O Z 00 0 J C C L, 0 L C F C C Q F- U C.7 Z J - L~ LD rl- H LD N 2~ Li m Q U o ~ = N In O o ~m _J Q C~ Z J ^ L, N 0 oa za a E- E- U a W Az p7Q wU W QZ z00 onW E- > 94 r4 waw a E- O U E- E- 0) Di M=- ~ Q = Lil 4 n ~ Q C7 ) Q d J r L,J N Li = N ~ Z Y ~m y Q J v V C~J > a i F-W •AV so:tz:6 sooz/s/v •6.01111 -Ili 1Sl V 1JV81-z9\sl,0s°8 I!oA\sl!4!Ax3-1Ws3\6mO\11V213AO\OV3MSV011\ d OO iV 0 (V LO M cl~ 00 n 00 z N 0 (n f4w EXHIBIT "A" ii EASEMENT DESCRIPTION A RECREATION PATH EASEMENT LOCATED WITHIN TRACT A, VAIULIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING; N 87°21'48" E A DISTANCE OF 12.14 FEET; THENCE DEPARTING SAID NORTHERLY LINE OF SAID TRACT A, VAIL/LIONSHEAD, FIRST FILING S 37-26'17" E A DISTANCE OF 40.47 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID TRACT A, VAIULIONSHEAD, FIRST FILING; THENCE ALONG SAID BOUNDARY LINE OF TRACT A VAIULIONSHEAD, FIRST FILLING THE FOLLOWING TWO (2) COURSES: 1) S 88°32'48" W A DISTANCE OF 35.92 FEET; 2) N 01-27'12" W A DISTANCE OF 32.50 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 777 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIL/LIONSHEAD FIRST FILTP ;{);~~J~~DNISION RECORDED MAY IOTH, 1970 IN BOOK 217 AT PAGE 675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF "•a D~ PEAK LAND SURVEYING, INC. ':a~' E P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\73-Tract A-first-Path.doc EAGLE GUUNIT KLL;UKUtKs UULUMMUU Z111 ebb. TEAK J SIMONTON 11.39:SOPM 174 . REC: $41.00 DO - PAGES= B 11r21r2005 • 77. TRACT D EX-GAS GRANT OF EASEMENT (UTILITIES) (See Attached) t After recording; please call Gerry Arnold at 845.2658 to pick up this document. • 77. TRACT D EX-GAS GRANT OF EASEMENT (UTILITIES) THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("Grantor"), whose mailing address is P. O. Box 7, Vail, CO 81658, for good and valuable consideration, in hand paid or received, hereby grants and conveys to TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of Colorado ("Grantee"), whose street address is 75 South Frontage Road West, Vail, Colorado 81657, as a public dedication, a public easement in perpetuity (the "Easement") upon, across, over and under that certain real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Servient Estate") for the construction, installation, modification, replacement, maintenance, use and enjoyment of equipment, facilities and improvements for or related to gas service (the "Improvements"). The Easement shall be for the benefit of the Grantee and the applicable utility suppliers of the aforesaid utilities, and the contractors, agents, and invitees of any of them. The Improvements intended to be installed initially and/or existing Improvements are generally depicted (for illustrative purposes only and without limitation on the scope of the Easement) on Exhibit B attached hereto and incorporated herein by this reference. The Servient Estate is indicated on Exhibit B by shading. The Easement shall be non-exclusive, and Grantor shall have the right to use the Servient Estate for any uses and purposes that are not inconsistent with the use and enjoyment of the Easement, including, without limitation, the location, maintenance, use and enjoyment on the surface of the Servient Estate of landscaping, paved pedestrian walks or other access ways, and other site improvements. No building structure may be located within the Servient Estate. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. WITNESS WHEREOF, Grantor has executed this Grant of Easement as of the LL day of r; 52005. THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. Approved as to Form: Vail Res s Legal Dep meat By: Name L r~l d( Date: d J By: Na e: ~Q 7 e h ~z Title: 5r+c rFS in C_. 77TrntDEX-GAS1.doc0411/05 7:02 PM 0 0 STATE OF COLORADO ) ss: COUNTY OF EAGLE ) The foregoing instrument was acknowledged APO ( , 2005, by /Aa r-41a b. 9--P- ~ k-1 of T 11E VAIL CORPORATION, a Colorado corporation. Witness my band and off: My commission expires: RY AR !y0, ~ o TA y cc ~oFCOi~ 0 before me this gr-cl day of as t c' tT 0 • • • EXHIBIT A Legal Description of Servient Estate (See attached) • 0 ` •0s 8Z[ ~14 ssZaB~ S I co N 4w N Z z Z Z J Z - H z LLJ J N W F- W L, O W ~ ¢r U C; W z Utz Q W a f U O N K = i- O J Z Z - Lr) O w co J N W m Q N Q Z W . _ i I a W LLJ - 261.78' N04'05'S5"W i ~ ) m Z y Q O Z R .1O f: 0 E., U ao z w 0 W W Ss W d 0 ~w ~ 7+ Waal fn .\a U Y A ; UO rm. W N E- 0 n h C9 Z J la. z z z O J O LO m w F- En 0) 'n V) U o m I w 0 W N Q w O O _O J Z W ~ V) O~ O J co Z ~ \ \\V •C~ J Q •A p w lo w p 3 w N w oo w o w r, w 'r- 3 w ' 3 3 3 3 3 Z O O O - O N O N r` O O - m - N O O Fr O t- 10 tD M -co V) ~ to ~ co M p iD ¢ W !n N o M n [V p !n p 0 ~ LD !7 M 0 M n E O U"! O N p a m z Z w V) Z Z 10 Z LD Z 0 V) 0 (n co cn (N to 0 Fj V) N V) w m H co M O to to to N M N ' O M W p f ' N rn M t- p M v M N 0 n ~ M J J M N a M o tp t` - O M O to r, N ~t to t t7 i N lA N W Z N M to t0 I~ co m O N ~ a to J W LJ W W W W W W 0) W W W W W W ~r Z w O z H LJ n~ Oa O P TRACT C (VAIL/LIONSHEAD, FIRST FILING) 73 S04'05'53"E N a ca 14040550W 154.36' I 3o y x w 130.48 1273'14 W I 3 ,n N rl on c o r, o rn co rn r ~ o U N I I N J d z Q - ;.7 0 I z N w ~u6 140r 'Ad 60:9v:CO SOOZ/90/v0 '6MO"0-0-8 IOV81-A183dO8d-8A\s)JOSa y !!OA\s7!0!ax3-1us3\6r0\IIV83AO\OV3HSV011\ d 0 li EXHIBIT "A" EASEMENT No. 1 DESCRIPTION A GAS LINE EASEMENT LOCATED IN TRACT D, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE SOUTHWEST CORNER OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING N 52°33'27" E A DISTANCE OF 95.84 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 42°50'06" E A DISTANCE OF 29.68 FEET; THENCE N 83°04'49" E A DISTANCE OF 34.73 FEET; THENCE S 64°36' 10" W A DISTANCE OF 60.50 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 334 SQ. FT. OF LAND MORE OR LESS. EASEMENT No. 2 DESCRIPTION A GAS LINE EASEMENT LOCATED IN TRACT D, VAIL/LIONSHEAD, FIRST FILING, AS RECORDED MAY 10, 1970 IN BOOK 217 AT PAGE 676, TOWN OF VAIL, EAGLE COUNTY, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE SOUTHWEST CORNER OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING; THENCE ALONG THE WESTERLY LINE OF SAID TRACT D, VAIL/LIONSHEAD, FIRST FILING N 59°32'30" E A DISTANCE OF 226.71 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 10°26'02" E A DISTANCE OF 17.95 FEET; THENCE N 20°53'18" E A DISTANCE OF 30.36 FEET; THENCE N 61'08'10" E A DISTANCE OF 8.44 FEET; THENCE N 69°15'07" E A DISTANCE OF 11.05 FEET; THENCE S 87°34'27" E A DISTANCE OF 75.32 FEET; THENCE S 64°36'10" W A DISTANCE OF 21.32 FEET; ~mr THENCE N 87°37'35" W A DISTANCE OF 54.41 FEET; THENCE S 69°15'07" W A DISTANCE OF 8.29 FEET; THENCE S 61°08'10" W A DISTANCE OF 4.07 FEET; THENCE S 20°53'18" W A DISTANCE OF 25.78 FEET; THENCE S 10°26'02" W A DISTANCE OF 9.82 FEET; THENCE S 64°36'10" W A DISTANCE OF 12.33 FEET TO THE TRUE POINT OF BEGINNING. SAID EASEMENT CONTAINS 1226 SQ. FT. OF LAND MORE OR LESS. THE ABOVE DESCRIBED EASEMENTS BASIS OF BEARING IS THE LINE CONNECTING NGS STATIONS "WOODMAN" AND "SPRADDLE" BEARS 72° 26'53" W USING COLORADO CENTRAL ZONE (HARN) SPC 83. THE ROTATION TO VAIULIONSHEAD FIRST FILING, A SUBDIVISION RECORDED MAY 10TH, 1970 IN BOOK 217 AT PAGE.675, IS (+00° 30' 05") BRENT BIGGS PLS No. 27598 PREPARED FOR AND ON BEHALF OF PEAK LAND SURVEYING, INC. 275 8 0 • P:\LIONSHEAD\OVERALL\docs\Easement Legals\VR\77-TRACT D EX GAS.doc 0 EXHIBIT B Depiction of Utilities (See attached) • 77TractDEX-GASI.doc 1 IF \ \ IF +V-, + } + IF IF IF IF + + IF -P, \ IF + IF IF IF + IF } + V 2 CL V O =n NC J I v I I I I I I I I I I I . III • \ w ~n _ LLn ~Q k \ \ ? W W LLJ IF m zZC~~ ~ + Z F- LLj F- Lj IF IF 3 t IF + IF V. / I-~~+ t IF + \ IF } IF + 4r~ ~d t } IF IF \ + } IF t x IF IF +~\P%. IF \ } + IF \ \ \ } + IF IF A~ \ + IF IF + t } IF IF S V IF IF III 11 1f }t 1 1 t } 1 1 + IF N d a K U v < h J m O > z J v H ~ U N- F- ~l0 LA- Q J W m 3 H 7 ^ U m Q ~m W C < N LL. Q r, R O=(ANIf IC Z N a CL J my V. IF IF 3 ~ IF IF \ + t t} IF l++ I fift U) IF ` IF IF IF IF k-l G] IF k +~+I J +~t IF t\ + w t\ o ® ~ IF IF t \ IF \~}t~ \ IF IF EAGLE COUNTY RECORDER. COLORADO 937672 • TEAK J SIMONTON 1139:19PM 174 REC: $21.00 DOCK! PAGE;:; l2112005 • 4p") I-. ~ 82. TRACT G TOWN ACCESS GRANT OF EASEMENT (Service and Emergency Access) (See Attached) E After recording; please call Gerry Arnold at 845.2658 to pick up this document. 0 82. TRACT G TOWN ACCESS rw GRANT OF EASEMENT (Service and Emergency Access) THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation ("Grantor"), whose street address is c/o Vail Resorts Development Company, 137 Benchmark Road, Avon, Colorado 81620, for good and valuable consideration, in hand paid or received, and subject to the terms and provisions set forth herein, hereby grants and conveys, 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 street address is 75 South Frontage Road West, Vail, Colorado 81657, an easement in perpetuity (the "Easement") for the sole purpose of surface access across and over the surface of the pertinent portions (as described below) of Tract G, Vail/Lionshead Third Filing ("Tract G"), according to the recorded plat thereof, County of Eagle, State of Colorado, said Tract G having been replatted within Lionshead Sixth Filing hereinafter referenced (the "Servient Estate"), by service vehicles for providing maintenance, repairs and replacements of right-of-way and streetscape improvements and utility facilities and improvements located within or adjacent to Tract C, Lionshead Sixth Filing, according to the recorded plat thereof, County of Eagle, State of Colorado ("Tract C"), which is presently owned by Grantee, and also by fire trucks, ambulances and other emergency vehicles in the ordinary performance of their functions, and other vehicles designated by the Grantee for events or operations conducted or authorized by the Grantee. The Easement shall be limited in scope to those portions of the surface of Tract G which from time to time are necessary to furnish vehicular access to and from Tract C pursuant to the Easement; the Easement and Servient Estate will also extend to and include any surface access easement rights of Grantor in and to properties adjacent to Tract G, to the extent Grantor is authorized as part of Grantor's easement rights to grant further easement rights to Grantee. The Easement shall be for the benefit of the Grantee and applicable utilities suppliers with improvements and facilities within or adjacent to Tract C from time to time, including . Eagle River Water and Sanitation District, Holy Cross Energy, and providers of emergency services, and the contractors, agents and invitees of any of them, and applicable designees authorized by the Grantee, but the Easement does not constitute a public dedication and is not for the general use of the public. Instead, the Easement shall constitute an easement in gross for the benefit of Grantee, and also for the other beneficiaries enumerated above, and shall not be appurtenant to the ownership of Tract C or otherwise transferable (with any purported transfer to render the Easement null and void and of no further force or effect at Grantor's election). Grantor may terminate or modify the Easement by further recorded instrument with the written consent and joinder of the Grantee, but without the joinder of the other Easement beneficiaries. The Easement shall be non-exclusive, and Grantor shall have and retain the right to use and enjoy the Servient Estate for any uses and purposes that are not materially inconsistent with the use and enjoyment of the Easement. Grantor shall specifically have and retain, without 649849 RUISH • • limitation, for the benefit of Grantor and its designees and successors in interest, and their respective contractors, agents, licensees, and invitees, the rights to construct, install, modify, replace, maintain, repair, use and enjoy subterranean and surface access improvements, including an underground tunnel, and streetscape, utilities and other improvements, whether subterranean or surface improvements, upon, above, over, across, within and under the Servient Estate, including, without limitation, both surface and underground building improvements (but excluding above-grade building or other surface improvements that are not approved by the Grantee and that would materially impede access pursuant to the Easement). Without limitation on the foregoing, and subject to the provisions of the following paragraph, these retained rights will benefit the real property presently owned by Grantor and legally described as Lots 1, 2 and 3, Lionshead Sixth Filing, according to the recorded plat thereof (the Servient Estate being a part of said Lot 1), and any and all improvements developed thereon and therein and uses made thereof from time to time ("Grantor's Property"). Again without limitation on the foregoing, Grantor will be entitled to reasonably regulate and limit the use and enjoyment of the Easement to prevent any resulting material impairment of the use and enjoyment of these retained rights for the benefit of Grantor's Property, or any harm, damage or loss to the Grantor's Property or any parties or interests related thereto. Furthermore, Grantor may specifically, without limitation, limit or preclude access through any portions of the Servient Estate from time to time in the ordinary course of undertaking any maintenance, repairs, replacements, alterations, modifications or additions for improvements within or under the Servient Estate. Notwithstanding any transfer or conveyance of any ownership interests in any portion of the Grantor's Property other than the Servient Estate, the retained and other rights of Grantor arising under this instrument shall not pass with title to the interests transferred or conveyed, and may be exercised only by Grantor and its successors in the ownership of the Servient Estate, and their designees for that purpose from time to time, except to the extent any such rights, in whole or in part, are expressly assigned of record from time to time, and with any exercise of rights pursuant thereto to be subject to the terms of the assignment. Any such assignment may be non-exclusive whereby the assignor also retains rights of exercise. Any such assignment may be made, without limitation, to any owners association formed with powers of governance in connection with the Grantor's Property or any portion thereof, or to any metropolitan district formed under Colorado law with jurisdiction over Grantor's Property or any portion thereof. This instrument shall be governed by and construed in accordance with the laws of the State of Colorado. [Balance of page intentionally left blank] 649848 RCFISH 2 INVITNESS WHEREOF, Grantor has executed this Grant of Easement as of the d day of U U- 12005. THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a Colorado corporation Approved as to Form: Legal Department Name: (;E RV ARNOLD Signature By. Date: Name: r v►~ Title: S r. 0 i c A ~-C/ •e- STATE OF COLORADO ) jQ ) COUNTY OF C ss: I The foregoing instrument was ac~powledged before me. this :2 day/ of . -ehbK as s(' i c reS'G ~-k~ u IL5 f- , 2005, by ,Mrcr i ! - !l` of The ail Corporation, d/b/a Vail Associates, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: \1 AR NOTARY . cP 'P 9lFOF CO\ • 0 a o) Notary Public 649848 RUISH 82. Tract G Town AccessFinal.DOC EAGLE COUNTY RECORDER. COLORADO 937677 TEAK J SIMONTON )1:39=24PM 129 REC: $71.00 DOC PAGES: 14 11/21/2065 COVENANT GOVERNING EASEMENTS (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up document. C COVENANT GOVERNING EASEMENTS This CQYENANT G VEINING EASEMENTS (this "Covenant") is made as of the 1 ' day of / 2005, by and between THE VAIL CORPORATION, a Colorado corporation, dba Vail Associates, Inc. ("VIC LION SQUARE NORTH CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Lion Square North"), LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Lion Square"), and LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit corporation ("Lion Square II and III") (Lion Square North, Lion Square, and Lion Square II and III are referred to herein collectively as "LSL"). RECITALS: A. Lion Square II and III is the governing owners association for Lion Square Phase II Condominiums and Lion Square Phase III Condominiums (collectively the "Phase II/III Condominiums") located in the Town of Vail, State of Colorado (the "Town"), which Phase II/III Condominiums were established by (i) the condominium map or maps for Phase II recorded in the real property records for Eagle County, Colorado (the "Records"), on August 18, 1972, in Book 225 at Page 105, and January 26, 1973, in Book 227 at Page 427, and the condominium map for Phase III recorded on January 30, 1973, in Book 227 at Page 513, and (ii) the related condominium declaration C for Phases II and II recorded in the Records on August 18, 1972, in Book 225 at Page 104, as supplemented by instrument recorded January 30, 1973, in Book 227 at Page 512. Lion Square is the governing owners association for Lion Square Condominiums (the "Phase I Condominiums") located in the Town, which Phase I Condominiums were established by (i) that certain condominium map recorded in the Records on April 9, 1971, in Book 220 at Page 177, and (ii) the related condominium declaration recorded in the Records on April 9, 1971, in Book 220 at Page 176. Lion Square North is the governing owners association for Lion Square North Condominiums (the "North Condominiums") located in the Town, which North Condominiums were established by (i) that certain condominium map recorded in the Records on August 16, 1975, in Book 239 at Page 408, and (ii) the related condominium declaration recorded in the Records on August 16, 1975, in Book 239 at Page 407. The Phase I Condominiums, Phase II/III Condominiums and the North Condominiums are referred to collectively as the "Condominiums", the respective condominium projects established the above- described condominium maps and declarations are referred to collectively as the "Projects", and the land on which the Projects are located are collectively referred to as the "LSL Land." B. VR is the owner of certain real property contiguous or proximate to the Projects that is referred to herein as the "Core Property" and is described on Exhibit A attached hereto and incorporated herein by this reference. The Core Property is commonly known or referred to as the "Lionshead Core." Grantee intends to commence the development and construction (the "Core Construction") on the Core Property of a mixed-use real estate project, together with other improvements and facilities ancillary, incidental or related to the foregoing, including, without limitation, 1 0 improvements on the LSL Land pursuant to the easements granted by LSL as described herein (collectively the "Core Project"). C. As part of the development of the Core Project, VR and LSL have entered into a certain Covenant and Easement Agreement pursuant to which LSL has agreed to grant certain easements to VR and the Town as described below, and VR has agreed to enter into this Covenant (the "Easement Agreement'). D. In order to develop the Core Project, and pursuant to the Easement Agreement, VR has requested that LSL grant various easements to VR and to the Town, which. easements LSL has determined to grant in consideration of the Easement Agreement and VR's obligations under this Covenant and in material reliance thereon. Such easements so granted by LSL, each as recorded in the Records, are as follows: 1. Grant of Easement from- Lion Square North to the VR recorded on 21 , 2005, at Reception No. 7 ,3s (the "Tunnel Easement"); 2. Grant of Easement from Lion Square North to the Town recorded on o J. .21 , 2005, at Reception No.937 (the "North Sidewalk Easement"; 3. Grant of Easement from Lion Square North to the Town recorded on Al oy, 11 , 2005, at Reception No. 9 37 ('3 (the "Water/Sanitary Easement'); 4. Grant of Easement from Lion Square North to the Town recorded on N 0 V. 2 I, 2005, at Reception No. g 3 7 G 3 $•(the "Water Access Easement"); I%. 5. Grant of Easement from Lion Square to the Town recorded on p 0 • 11 2005, at Reception No. 18 7 to a 7 (the "Phase 1 Sidewalk Easement"); 6. Grant of Easement from Lion Square to VR recorded on 2005, at Reception No. g7~2x (the "Gas Line Easement"); 7. Grant of Easement from Lion Square II and III to the Town recorded on 41150. .U, 2005, at Reception No. (the "Phase II/III Sidewalk Easement"); 8. Grant of Easement from Lion Square II and III to VR recorded on 2005, at Reception No. 3 7L 12 (the "Access Lane Easement"); and labo, 9. Grant of Easement from Lion Square II and III to the Town recorded on 2005, at Reception No. 3 7( (the "Drainage and Utility Easement'). Each of the Above-descnibed easements shall be referred to herein individually as an "Easement" and collectively as the "Easements". NOW THEREFORE, in consideration of the above premises, and the mutual covenants and agreements set forth herein, LSL and VR agree as follows: 1. Improvements. In connection with the Core Project, VR shall be constructing and installing, at its sole cost and expense, several improvements, as follows: (a) Pursuant to the Access Lane Easement and that separate Grant of Easement from VR to LSL recorded on V , 2J_, 2005, at Reception No. in the Records, VR is constructing a surface access lane to be used as a shared surface access to both the Core 2 Property and the Projects as described in such easements, such access lane to incorporate and include all improvements comprising such access lane within said easements together with all related support and infrastructure (the "Access Lane'). (b) Further, pursuant to the Tunnel Easement and that separate Grant of Easement from VR to LSL recorded on floo, 21 , 2005, at Reception No. 3177 in the Records, VR is constructing a shared tunnel access to be used as a subterranean access to both the Core Property and the Projects as described in such easements, such tunnel to incorporate and include all improvements comprising such tunnel within said easements as well as that extension of the tunnel out of said easements and onto the LSL Land. to the point where such extension connects with the LSL mechanical gate system, together with all related support and infrastructure to such improvements (the "Tunnel'). (c) VR shall also be installing (i) a snowmelted driveway and sidewalk in the LSL north building entry, (ii) a snowmelted entry drive of approximately twelve (12) feet in length, extending, the full width of the existing drive, to LSL's surface parking area, and (iii) snowmelt through the length of the public walkway extending to and along the north of the LSL phase 1 building, each in the ` specific locations depicted on Exhibit B attached hereto and incorporated herein, which snowmelt systems shall be integrated into and operated as part of VR's snowmelt system serving the Core Project (the "Snowmelt Systems'). (d) VR shall be constructing and installing several other improvements within the Easements, both private and public, as part of the Core Construction, including, without limitation, sidewalks, utilities, street lighting, streetscaping, retaining walls and other infrastructure (collectively, the "Infrastructure"). (e) Finally, VF,, its successors or assigns, shall be constructing and installing related support and infrastructure comprising a new roadway and traffic circle known as Lionshead Place and serving the Access Lane and Tunnel, which roadway and circle may or may not be designated as a private right-of-way by the Town Lionshead Place'). The Access Lane, the Tunnel, the Snowmelt Systems, the Infrastructure and Lionshead Place are referred to collectively herein as the "Improvements". LSL hereby grants its consent to the construction, existence, use, improvement and maintenance of those Improvements located on the LSL Land in the locations shown on, and in accordance with the respective Easements, and for those activities reasonably necessary for the performance of the obligations undertaken by VR under this Agreement, in each case subject to the provisions of this Covenant. 2. VR Responsibilities. (a) VR, its successors or permitted assigns as described in Section 8 below, as applicable, shall keep, and maintain all the Improvements in good operating condition and good and attractive repair and shall be responsible at its sole cost and expense for all maintenance, repair, reconstruction, and replacement, as well as all insurance and operating costs, of the Improvements. The Improvements shall be constructed, installed and maintained in a first class manner consistent with the level of construction and maintenance of the Core Project improvements constructed on the Core Property. LSL shall not be liable to VR or to any other person whomsoever or entity whatsoever for or on account of any injury or damage to persons or property occasioned by reason of VR's use of the Easements or otherwise arising from or related to the Improvements, except in the event of the negligence or intentional misconduct of LSL, its successors, assigns, ~r agents, and employees. • • (b) Without limiting the generality of the indemnity of Section 5 below, the Core Construction and all maintenance and other activities by VR or its permittees pursuant to the Easements or as contemplated by this Covenant shall in no way damage or impair the function of any improvement located on the LSL Land or otherwise serving the Projects, including, but not limited to, LSL's foundation, trees, subsurface support caissons, water and drainage facilities and any utility service except as otherwise agreed upon in writing by LSL. VR shall promptly (or in the case of emergency situation shall immediately) take appropriate action to protect such LSL improvements and to provide all repairs or replacements for any such damage and, further, shall indemnify LSL in connection with same pursuant to Section 5. If VR fails in any of its obligations hereunder to protect the LSL improvements from harm during and arising out of the activities contemplated by this Covenant, LSL shall have the right, without obligation, after notice to VR and opportunity to VR to cure such failure (except in the event of emergencies) by the exercise of due diligence (but not to exceed 60 days except as necessary to complete repairs), to take any action that LSL in good faith deems appropriate to cure such failure for purposes of protecting the LSL improvements from harm or damage. VR shall reimburse LSL for reasonable out-of-pocket costs incurred by LSL in protecting the LSL improvements pursuant to this Section and for reasonable repairs or clean up of the LSL Land related to the Grantee's failure to protect the LSL improvements from harm and damage as provided above ("Self Help Expenses"). VR shall reimburse LSL for Self Help Expenses within thirty (30) days of receiving notice of Self Help Expenses, together with reasonable documentary evidence of the costs incurred. c VR agrees to provide and accommodate the following means of trash removal to LSL, at no cost or expense to LSL: VR shall provide access to a disposal facility in the existing North Building recycling container enclosure location, as such enclosure is expanded and reconfigured pursuant to the Easement Agreement. Access to this area is hereby granted to LSL in the location designated on Exhibit C attached hereto and incorporated herein. VR shall also provide access to a garbage disposal facility located within the Core Project as further designated in Exhibit D attached hereto and incorporated herein for disposal of all garbage from LSL Phase 1 building. VR agrees to accept such disposal of garbage from the phase 1 building of LSL and to further dispose of same at no cost or expense to LSL. 3. Mechanics' Liens. VR shall not cause, suffer or permit any mechanics', materialmen's or other liens to attach to or be recorded against the LSL Land that arise from the work to be performed pursuant to the Easements or this Covenant, unless VR secures the release of or provides security for any such lien claim in accordance with the following provisions. VR shall indemnify and hold LSL and the LSL Land harmless from any loss, cost or liability arising out of or incurred in connection with any such liens, unless VR secures the release thereof or provides security therefor in accordance with the following provisions. If any such lien claim is recorded against any such property interests, then VR shall, within thirty (30) days after the recording of such lien claim, obtain the release of the affected property interests in the LSL Land from such lien claim, whether by discharge, bonding or otherwise, or alternatively furnish LSL with other security for the applicable lien claim in amounts commensurate to those under the legal bonding requirements and otherwise reasonably satisfactory to LSL (and so long as 4 • 0 this discharge or alternative security requirement is satisfied, VR may contest any mechanic's lien claim in good faith). If VR shall fail (i) to furnish the requisite release or security within the aforesaid 30-day period, or (ii) in any case where security is provided, to obtain the release and satisfaction of the lien claim no later than fifteen (15) days prior to any resulting foreclosure or other property disposition, then the LSL may, at its option, secure the release of the lien claim by bonding or settlement or resort to any security furnished by VR, in which case VR shall, within thirty (30) days after notice of demand, reimburse LSL for LSL's costs and expenses incurred in securing the lien release, including reasonable attorneys' fees (except to the extent recouped from any such security). 4. Insurance. At all times during the Core Construction, VR shall maintain the insurance required by the Easement Agreement. Following construction of the Core Project, including, without limitation, the Improvements, and at all times during the term of this Covenant, VR shall carry and maintain, in full force and effect, at its sole cost and expense, (a) a policy of comprehensive general liability insurance in an occurrence format in an amount of $1,000,000 per occurrence and $2,000,000 general aggregate, including coverages for contractual liability, personal injury, broad from property damage, independent contractors and premises operations; and (b) property damage and casualty insurance on all insurable improvements located on or constituting part of the Tunnel, the Snowmelt Systems and other Improvements directly benefiting the Projects in an amount equal to full replacement value (i.e., 100% of the current "replacement cost" exclusive of land, foundation, excavation, depreciation on personal property and other items normally excluded from coverage); in each instance with insurance companies reasonably satisfactory to LSL (the "Insurance"). The Insurance shall provide that no cancellation, reduction in amount or material change in coverage shall be effective except upon thirty (30) days prior written notice to LSL. LSL shall be named as an additional named insured, and VR agrees to provide LSL with certificates of insurance evidencing the Insurance on an annual basis. 5. Indemnification. VR shall indemnify and defend LSL and its Members, affiliates, agents, officers, directors, servants and employees of and from any and all liability, claims, liens, demands, actions and causes of action whatsoever (including, without limitation, claims directly by any such indemnified party) arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, resulting from the use by VR or any of its permittees of the LSL Land or arising under the Easements or otherwise connected with the Improvements (including, but not limited to, the grading, drainage and sedimentation associated therewith). This indemnity will apply to and cover, without limitation, those claims and damages caused by any negligence, willful misconduct or errors or omissions of VR or its permittees while engaged in any activity on or involving the Easements. This indemnity will also apply to and include costs and expenses, including reasonable legal fees and costs, incurred by the indemnified parties in connection with any indemnified matter. This indemnity shall not apply to matters stemming from the negligence or willful misconduct by LSL or any other indemnified party, and shall also be applied in accordance with generally prevailing laws governing contract rights, remedies and liabilities. • • 6. Easements Non-Exclusive. VR specifically acknowledges and agrees that the Easements are non-exclusive and LSL specifically retains all its right, title and interest in and to the LSL Land and may use and improve the LSL Land in any manner not inconsistent with the use and enjoyment of the Easements, including, without limitation, the location, maintenance, use and enjoyment on the surface of the LSL Land of landscaping, paved pedestrian walks or other access ways, signage and other site improvements. LSL shall not be liable or responsible for any damage or loss whatsoever to the Improvements caused by or arising from LSL's use of the LSL Land or from the use of any entity or person allowed by LSL to use the LSL Land, provided, however, that neither LSL nor any such other entity or person is negligent in connection with such use. Any such loss not arising or attributable to the negligence of LSL or its permittees shall be bome by VR at VR's sole cost and expense. 7. Compliance with Laws and Regulations. The Improvements shall be constructed, installed, maintained, and replaced by VR at VR's sole cost and expense, and VR shall bear all risk of loss with respect thereto. VR hereby represents and warrants to LSL that VR shall comply with all applicable federal, state and local laws and regulations in connection with the construction, use and maintenance of the Improvements, including, without limitation, all fire and building code requirements and the regulations and procedures of the Town, as applied and enforced by the Town. 8. Covenant Running With the Land; Assignment. The terms and provisions of this Covenant shall touch and concern and run with the land and shall inure to the benefit of and be binding on the parties and their respective successors and assigns in ownership of the LSL Land and the Core Property. Notwithstanding any assignment or any succession of ownership interests in the VR Land, however, VR will remain liable for its obligations hereunder, except as follows: Upon formation of an owners' association or metropolitan district with respect to the Core Project (an "Association'), VR may assign this Covenant or appropriate obligation hereunder to the Association or the Town of Vail, if applicable, and the Association or Town of Vail, VR and LSL shall execute and deliver an Assignment, Assumption and Release in recordable form pursuant to which the Association or Town of Vail shall accept such assumption and agree to be bound by the terms of this Covenant. Upon the execution of such Assignment, Assumption and Release, the Association or Town of Vail, as applicable, shall be substituted in all respects instead of and to the exclusion of VR with respect to the assigned matters, and VR shall be released of the obligations related to such matters, but shall remain fully liable for all obligations not so assigned. No other assignment shall be permitted without LSL's prior written consent, which may be withheld at its sole discretion. 9. Miscellaneous. (a) Subject to the Easement Agreement, which contains covenants and terms in addition to this Covenant, this Covenant (and any attached exhibits) contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and there are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein. This Covenant may be executed in multiple 6 • • counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. (b) If any clause or provision of this Covenant shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. (c) No amendment, alteration, modification of or in addition to this Covenant shall be valid or binding unless expressed in writing and signed by the parties to be bound thereby. (d) Except as otherwise expressly provided in this Covenant, if any party hereto shall bring any suit or action against another for relief, declaratory or otherwise, arising out of this Covenant, each party shall bear its own costs and expenses in connection with such suit or action, including its own legal costs. (e) This Covenant shall be governed by and interpreted in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, LSL and VR have made this Covenant Governing Easements as of the day, month and year first above written. LSL: LION SQUARE NOR H CON!b-0 INOCIATION, "in o rot o oration INCA, a to add B ame: 4--.-'L- b 0W Title: P LCC ldkAx4r LION SQUARE CONDOMINIUM ASSOCIATION, INC., a Colorado nonprofit-,corporation f Name:' ' >-e 'I-I ~j Title: LION SQUARE PHASE II AND III CONDOMINIUM ASSOCIATION, INC., a olorado nonprofit/crorporatiR By: Name: Title: ~~e E-a to ~ 7 I~ 0 ~r. 0,r n ire s i t4,- I- 0 State of Colorado THE VAIL CORPORATION, DB/A VAIL ASSOCIATES, INC., a ora corporation By: 0 VR: } ss. County of Eagle } The foregoing instrument was acknowledged bei 2005 bv: , , eta b le h rh eF€ a S S r. O d_` e M co ission 9S AR Y dj4i P U Bv .~oQ OF State of ColoradoC,,o icmd 0 } } ss. County of Eagle} }re me this -<t~da of rl ' Notary Pu' SARAH L. WEBER Notary Public state" of Colorado The foregoing instrument was acknowledged before me this / day of 2005 by: -T~~~v,c_cz of RQLiC~n My commission expires: 10 rl b--l 8 1 Notary Public 0 State of Colorado } } ss. County of Eagle } 0 SARAH L. V E''ER Notary Public StOtq of Colorado [I- I - - M MR- I - i The foregoing instrument was acknowledged before me this trday ofAkpn 1 , 2005 by: ~Y.ij►-~ C,ltr)Qr fL tYll L;j~= +!~C r,~1~~~f71~ My commission expires: I~1l 1Ib--A Notary Public State of Colorado } } ss. =Notary BER blic County of Eagle orado The foregoing instrument was f acknowledged before me this day of n 1 , 2005 by: ~tv+c e 7, Nc'~den1 of f~ 2S iC~C'tT_ ,r7 S[ !C ~~"-t ` - Ct rti I// My commission expires: 10 j 1--t 1 c-,--) Notary Public JALionshead Core\Covenant-Lionsquare-FINAL.doc • • EXHIBIT A Legal Description of Core Property Lot 4, Block 1, and Tract D, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675; Tract C, VaiULionshead First Filing, according to the plat recorded May 10, 1970, in Book 217 at Page 675, but excluding therefrom those portions conveyed to the Town of Vail in deeds recorded in Book 560 at Page 180 and in Book 389 at Page 502; together with any further portions of said Tract C hereafter acquired of record by Grantee; Tract C, VaiULionshead Third Filing, according to the plat recorded October 15, 1971, in Book 221 at Page 992, but excluding therefrom that portion conveyed to the Town of Vail in deed recorded in Book 560 at Page 180, and excepting portions thereof included within Concert Hall Plaza Condominiums according to the Condominium Map recorded in Book 286 at Page 698; together with any further portions of said Tract C hereafter acquired of record by Grantee; and Lot 2, Block 1, Tract G and Tract H, VaiULionshead Third Filing, according to the plat recorded October 15, 1971 in Book 221 at Page 992; County of Eagle, State of Colorado. • 636314.3 RCFISH A-1 • • May z 0 eF ou ~z o z p= 0 v C] %W ~ ' t I s: s, S sy t 1 ~ s'~ ' 11 I 1 _ .1i A ' .41 . ~ t ' t ,'.4 •'iv.':,. ~ s'. A.r yr 45: 'lp;.n . 5.. -'.SX:• A I I ® - Zz 4 i s p r no 40 v v .r* • • ;r O yyT 0 N s g f et ~ 9 C 0 j Lionsquare Lodge Exhibit February 17, 2005 Y#/~, YV4 • .24°® i P126.01 Trash Room EAGLE COLORADO 937665 1:39*.12PM 409 REC: $21.00 DOC ,w PAGES= 4 11/21/2005 TERMINATION OF AGREEMENTS al - (See Attached) After recording; please call Gerry Arnold at 845.2658 to pick up this document.. 0 ® • TERMINATION OF AGREEMENTS THE VAIL CORPORATION, d/b/a VAIL ASSOCIATES, INC., a Colorado corporation ("Vail Associates"), and the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado (the "Town'), hereby mutually terminate, extinguish and release the following agreements (the "Terminated Agreements"): 1. The Agreement recorded in the real property records for Eagle County, Colorado (the "Records") on December 5, 1978, in Book 279 at Page 340; 2. The Easement Agreement recorded in the Records on February 21, 1984, in Book 378 at Page 915; and 3. The Easement Agreement recorded in the Records on August 25, 1972, in Book 225 at Page 183. The Terminated Agreements shall be of no further force or effect from and after the date hereof, and shall cease to run with, benefit, burden or encumber the real property and real property interests that are described therein. As of the date hereof, Vail Associates and the Town together own all such real property and real property interests. This instrument shall be governed by the laws of the State of Colorado, and shall be binding upon and inure to the benefit of Vail Associates and the Town and their respective successors-in-interest in and to the real property and real property interests described in the Terminated Agreements. This instrument may be executed in counterparts, each of which shall constitute an original, and which together shall constitute one and the same agreement. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] • 6580761 RUISH • IN WITNESS WHEREOF, Vail Associates and the Town have made this Termination of Agreements as of the V st- day of -v&U Q,~, b e r , 2005. STATE OF C d /o P-a 6 THE VAIL CORPORATION, d/b/a VAIL ~ ss: COUNTY OF LG" ~t ) The foregZgr~10 instrument was acknowledged before me this )S day of ~k itst 2005, by b, tf-c 4 01 as Sr: Ili e e fires iVe, lo-T THE VAIL CORPORATION d/b/a VAIL ASSOCIATES INC. a Colorado corporation. y ARN ess my hand and official seal. C~; NOTAR yoa( ission expires: lD 02 D d No Public 9T' P [SIGNATURE BLOCKS CONTINUED ON FOLLOWING PAGE] 658076.1 RUISH -2- ASSOCIATES, INC., a Colorado corporation • • O p OF SEAL ATTEST: 0 TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado By: C~ *taney Z er, Town Manager Donaldson, Town Clerk STATE OF l t'L4~ 4/,D ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this Id' of 2005, by Stanley B. Zemler, as Town Manager of the TOWN OF VAIL, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Colorado. Witness my hand and official seal. My commission expires: l4/) VaD0 ~ • t co lAPY ANN 6580761 RCFISH -3-