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03-19-2007 WYNDHAM VACATION FKA FAIRFIELD RESORTS DEED OF EASEMENT LOT 1EAGLE COUNTY, CO 04/13/2007 ~IVIIfIIC~I~~fI~III~O~IId~~~~~9II~~V~IfI~0Il9IdIII~UIII~I~~I~~~~ DEED OF EASEMENT KNOW ALL MEN BY THESE PR-ES1ENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot L In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot 1 becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the certificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Tenn may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC Date: 3 -1 1- 07 TOWN OF AVON By, Date: 3 Q"1 0~1 ATTEST: Town tr)k - ' STATE OF FLORIDA ss. COUNTY OF ORANGE The foregoing instrument was acknowledged before me this \A A day of /►1AR~e{ , 2007, by (aaoP,6p & 141 _j ii6 as V %c-& pFL i~F i of Wyndham Vacation Resorts, Inc. rotipar Pue~c JOANNE E. DENSHAW My commission expires: -3/10 AQ i 0 * * MY COMMISSION # DD 525579 EXPIRES: March 10, 2010 N~~J"OF FtOe Bonded Thru Budget Notary Services Witness my hand and official seal. Notary Public , srtm Fwr"64 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of MeCK, 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: A~J- a o _ y~~, F C^OL~~PO My Commission Expires OgMM y 11-:f 12-fll O and official seal. (;Z~ 3uL Nota Pu lic "/a-7 I-zoi o E~XH_rgTT "4 " t fl N Johnson, Kunkel & Associates, Inc. 6 1./ tl 6 e r T s' r SURVEYING ' CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING • MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01'52"W between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar, PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Begiiming at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 1%2" aluminum cap on a rebar, PLS #13901, bears N20°58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69°01'52"W, 171.72 feet, to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet- thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, 2) N69001'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. I a~~°~a'~ 7934 Colorado tx~se r6 e sioi and Surveyor Joni °Cunlcel & tes Inc. EXHIBIT P.O. Box 409 - 1286 Chambers Ave. • Suite 200 • Eagle, Colorado 81631 • Phone: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - Proposed Easement Line S6SS8G TRACT C 8 F Bk 274, Pg 701 / / Found, 1 1/2" aluminum cap on rebar, PLS #13901 79S / 00, Cum Utility & Drainage Easement / Reception No. 868662 10.0' Al- LOT 1 Q) 5 Resubdlvislon of Lot 61 to / Benchmark at Beavercreek `J0. IQ? 0.845 acres cV~ Rec No 868663/,, a Cp- Utility & Drainage Easement .O Utility & Drainage Easement Reception No. 868662 Reception No. 868662 / 20' Grading & Drainage Easement 'rr~~ \\o O SsssB'0 Transportation Hub Easement r Reception No. 868662 / 5 S8 20.0' ~2b 6t 8 (v ~2'w Found, 2" aluminum cap 50•0 on rebar, Illegible 7 ~ / 8~N Og 6J , 2~ 2~ c~ 50.0' 4 fff (50 • 4'~k ' Found, 2" aluminum cap 4 0 d rebar, PLS #22589 LOT 1 j Found, 2" aluminum cap Avon Town Sq. on rebar, PLS #23516 Re 8,32537 5 pr,)o L Ic, LOT 2 11 37c.3 ; o Avon Town Squar NOTICE: According to Colorado law you MUST commence any legal action b d Rec No 832537 T~` mgt <°°o o . ase upon any defect in this survey within three years after you f t J om° o 6' o°Omme irs discover such defect. In no event may any action based upon any defect In this survey be commenced more than ten years from the m ~~C LA date of the certification shown hereon. 3n- _ ' 'r Johnson, Kunkel & Associates, Inc. SCE DRAW BY s1tu 1 CHECKED BY.• LAND SURVEYING MAPPING B 1 ta- = _ SHEET JOB NO.: CA 05342 s STRUCTURAL & CIVII ENGINEERING P.U. ox 409, 1288 CHAMBERS AVE, Q200 EAGLE. CO 81831 PHONE: (970) 328-9388, FAX: (970 328-1035 40 ft DATE.' 2 t5 2007 7 , Www.JKANpA.Com ORAWO NO. GAO Eose OF FXMgRg,r ee 3 " g 3a~~. "'~$~~~~f~ .w areas >txarn~ b, S~ Q I„i u`3.. U Rl gK~ < @ 'i 8E 19 '71tl P!u cp P!9 ..a - ua!d .2vu!eJQ pua 3u1Vea9 Ql s 9 t q Ia IE rp~}ta 1 a {r~~, ~ / ~ ~ R 8~ it4Dg } q t3 a Js R, ,r W 7-^a O,, ` m•.$i € fir trey `r, 1e; 3 h Mp 1II ! a 8~' i 1 a op !ra } in 9l! J-I via l(i~! 1 X11 ~iel ! i111!!1!! 111 , F S - Fi t , (cQQ,bV Town of Avon Town Clerk PO Box 975 Avon, CO 81620 970-748-4035 C O L O R A D O fax 970-949-9139 TO: Eagle County Clerk & Recorder FROM: Patty McKenny, Town Clerk, Avon RE: Please record the enclosed documents. DATE 4/3/2007 # OF Date Documents to RECORD PAGES Rate Total 3/27/2007 Deed of Easement - Wyndham Vacation 1 6.00 6.00 Resorts, Inc. / Town of Avon / Lot 1, used as staging area for Avon Transit Center Construction 6 5.00 30.00 TOTAL Please provide a receipt in this amount. Please return these documents to: Patty McKenny, Avon Town Clem at PO Box 975 Avon, CO 81620 Thank you $ 36.00 I. ( Pr_~ y -q- 113 10-7 DEED OF EASEMENT KNOW ALL MEN BY THESE PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot I consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham hannless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot 1 becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the certificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC yL Date: STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON Date: 3 zi 1 ( 01 The foregoing instrument was acknowledged before me this \0~ day of /4 6,C , 2007, by Gcop.,e v I~ iw~~ S as ~c pR iDF i of Wyndham Vacation Resorts, Inc. My commission expires: JOANNE E. DENSHAW MY COMMISSION u DD 525579 EXPIRES: March 10, 2010 ~~~TFOF F~~P\oe Bonded Thru Budget Notary Services Witness my hand and official seal. Notary Publicu Sr4m oj" Fw~~9-k STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 2`7 day of Cam, 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: CO My Commission Expires N 1 -2`1 1 2-fll G and official seal. ';Z~ 3ulc Nota Pu lic y/a'1 Iaoip j53CH_r9TT "4 as Johnson, Kunkel & Associates, Inc, T~ one I+I s i SURVEYING • CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING • MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01'52"W between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar, PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Beginning at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 1i2" aluminum cap on a rebar, PLS #13901, bears N20°58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69'01 '52"W, 171.72 feet, to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot l ; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. joilqpec "cM~ 34 Colorn5 Surveyor °Cunke/l Inc. EXHIBIT m P.O. Box 409 • 1286 Chambers Ave. • Suite 200 - Eagle, Colorado 81631 • Phone: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - Proposed Easement Line s6ss8 TRACT G Bk 274, Rig 701 \ \ \ \ Found, 1 1/2" aluminum cap on rebar, PLS #139017 Cj Utility & Drainage Easement / Reception No. 868662 10.0 LOT 1 ° 7.5 , Resubdivision of Lot 61 / Benchmark at Beavercreek 0.845 acres cA_ Rec No 868663 0 / Utility & Drainage Easement 0 ,p Utility & Drainage Easement Reception No. 868662 0- / Reception No. 868662 / 7.5' -s / 20' Grading & Drainage Easement s6ss8~~ Transportation Nub Easement N6 Reception No. 868662 ~5808„ \ ~~2 P.O.B. S8o 20.0' Found, 2" aluminum cap 50.0' Vn rebar, Illegible / g~N X06 6 j , 2$ 2a 50.0' c ~S0 441jk R Found, 2" aluminum cap 04 'y.0 on rebar, PLS #22589 LOT 1 Found, 2" b aluminum cap X813 P 1 AR on To8w3253Q on re ar, LS #23516 C 'A . .~,t~r° 56g 1 , ~ ri J ~ LOT 2 O 3793~ ° d~ Avon Town Sq uar c o e~~ . NOTICE: According to Colorado law you MUST commence any legal action based upon any defect in this surve within three ft Rec No 832537 ~G ~Q y years a er you first di h d f t I is) C' O scover suc e ec . n no event may any action based upon any defect In this survey be commenced more than ten years from the ~/F1L `P" date of the certification shown hereon.. 7' Johnson., Kunkel o e tltl SCALE DRAW BY SLU C E ~L Associates, Inc. ~ Q ISI H CKED BY. SHEET LAND SURVEYING MAPPING STRUCTURAL & CIVIL ENGINEERING up+:ir;.1_ ;tir:crs P.O. Box 409, 1286 CHAMBERS AVE., P200 EAGLE. CO 81631 PHONE: (970) 328-6388, EAx: (970) 328-1035 1 tn. _ 40 ft KIB NO.: £A0534? DATE.- 2 612007 r ' wWW.JKANOA_COM DRAWNG NO.: GA•D Ease OF d ea~g ~g~j~FE~ M ar~sA»d.~o ~ rig1/ iitl P19 R P?8 eseg veld aJeulejd pve 9u1PeJg ai SS + 9 1i `9a @ 13 C! W f OS ~ . 01 o F V f r Z ~ 3) C~~ FG c~ ~U G ~ ~ v ~ E-. a U W 04 w a ~ ~ R/ a. t {~e:..i'R Y~l =E 9~Y A ppa y~~ 3 g ~;:F ~+Q I i '~d ~ d „pit og• ! ~°9 ! fg!'• 3~tdd° le ~YS sd l:~eE9pp ~ 6 F ~±?d dp; Frr~eP 0 rj~j AWD N C O L O R A D O Town of Avon Town Clerk PO Box 975 Avon, CO 81620 970-748-4035 fax 970-949-9139 TO: Eagle County Clerk & Recorder FROM: Patty McKenny, Town Clerk, Avon RE: Please record the enclosed documents. DATE 4/3/2007 Date Documents to RECORD # OF PAGES Rage Total 3/27/2007 Deed of Easement - Wyndham Vacation 1 6.00 6.00 Resorts, Inc. / Town of Avon / Lot 1, used as staging area for Avon Transit Center Construction 6 5.00 30.00 TOTAL $ 36.00 Please provide a receipt in this amount. Please return these documents to: Patty McKenny, Avon Town Clerk at PO Box 975 Avon, CO 81620 Thank you DEED OF EASEMENT KNOW ALL MIEN BY THESE PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (i) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot 1 becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the certificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC F~ ` Date: 3-11 ' 07 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON By Date: 3 o9 The foregoing instrument was acknowledged before me this A day of /q/46:~-( , 2007, by acop,&e r3 I I ~i~~ 5 as 'q %cx. of Wyndham Vacation Resorts, Inc. ~o~rav ruB~o My COmm1SSlOn expires: /1D /W i cl JOANNE E. DENSHAW * MY COMMISSION # DD 525579 EXPIRES: March 10, 2010 lrFOF F~~~\oP Bonded Thru Budget Notary Services Witness my hand and official seal. Notary Publics Srh,-/- <l!!~ Fwr' " STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 2`7 day of Tjc'~?CK, 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: '4 11-1 1 2-V 10 and and official seal. Al Nota Pu lic C^v~ My Commission Expires ~ ~a-t ~ app O J5 Xkjj~ 3?rT "4 " Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01'52"W between an angle point on the North _line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar, PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Begirnung at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 1/2" aluminum cap on a rebar, PLS #13901, bears N20°58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69°01 '52"W, 171.72 feet, to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. jo 34 C olorecl~Surveyor Kunkel & tes, Inc. =~H P.C. Box 4 09 • 1286 Chambers Ave. • Suite 200 • Eagle, Colorado 81631 • Phone: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - Proposed Easement Line SsssB TRACT G Bk 274, Pg 701 / Found, 1 1/2" aluminum f cap on rebar, PLS #13901 7 S00, C~ f Utility & Drainage Easement / Reception No. 868662 10.0' LOT 1 5. Resubdivision of Lot 61 Benchmark at Beavercreek 0.845 acres Rec No 868663 u CP Utility & Drainage Easement C , ,p Utility & Drainage Easement Reception No. 868662 c Reception No. 868662 7.5 f 20' Grading & ..~~~o O o 7 Drainage Easement SsssB~ Transportation Hub Easement Reception No. 868662 8O's 52 E P.O.B. / SSBO 20.0' Found, 2" aluminum cap 50.0' ~on rebar, Illegible ~ S6 &~NC ~~6 .67' 2$?~ 50.0' (S.0 ` 4l~ Found, 2" aluminum cap tY. p -1?0 on rebar, PLS #22589 J Found, 2e aluminum cap on rebar, PLS #23516 6g 0~ 5) of BE S -'aASvS NOTICE: According to Colorado law you MUST commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event may any action based upon any defect In this survey be commenced more than ten years from the date of the certification shown hereon. LOT 2 Avon Town Squar Rec No 832537 LOT 1 Avon Town Sq. Res,-- (o 832537 efo~ ~~e 9 L r7 ; r~ °G Lr f v L/ t~ 7 3- :0 e a ` JLz1,, e -d f L L P~~440 Johnson, Kunkel ]SC ALE CREME BY SLAY CHECKED BY. ~L Associates, Inc. s1iEET n 1; :u 1 in _ *R NO.: ~EA05341 LANA SURVEYING MAPPING P.C. BOX 409, 1286 CHAERS AVE, 1200 EAGI£ CO 81631 40 $ DATE. 1 16 2007 8388, FAX: (970 328-1035 STRUCTURAL & CIVIL ENGINEERING I PHONE: (970) 3282 u _ 3 Fxmggg,r 5 ~2 ypy8 ~t_i~ ~ ams >txano u~ 3 3 g 9 E 19 •11V ms n Pis Uses - veld a9eute~s pue pulp-D a7IS a! 1131 a if T;; Fj of ~ J I A y ~ I ' i t c~ w o ~ ~ z o 33 ~ ~ O ~ ~ a ~g xa;~ a R~ ~h ~g~ 8is s !g 11 3 if I~3 sYg +ip ; i~: i Sig 61 ~ ~ a 9i r YY s ~ ~;€g iaa ~g a ,~19 tt~22s y' sdp~~~F qYS 3.~~t3 7 pQ 4.q, r 6jl " YYS'I'l t g 3S?~ O ~q 4 EAGLE COUNTY, CO 200709655 09/~1~3/2087 11111111 11111111111111 BEER OF EASEMENT KNOW ALL MEN BY TlF][lES1E PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in comnection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars (S2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot l pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot l to liens of any kind, including, but not limited to, construction, mechanic's or inatenalmen's liens (collectively, "Liens"). In the event that Lot l becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, Nvhich insurance shall name Wyndham as an additional insured. The Town shall deliver the certificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mali, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next da_v after receipted deposit with same. Wtimdham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDBAM VACATION RESORTS, INC i By " Date: -3-19 - 07 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON Date: 3J a`7 ( 01 The foregoing instrument was acknowledged before me this day of lttAR 20077 by ~GOl.CE i~ hlf~ti~w as of Wyndham Vacation Resorts, Inc. "Ry `.uB~c JOANNE E. DENSHAW ( 4o1 My commission expires: -3ljo120 1L MY COMMISSION # DD 525579 EXPIRES: March 10, 2010 ~JATFOF F~~a\oP Bonded Thru Budget Notary Services Witness my hand and official seal. Notary Publics 5r4,-. STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 2`7 day of Cam, ?007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires. ,-'-4 1 Z`1 12flt O and and official sea]. Nom'., f.'~ ; G Caw ' •'p CO C, N 3 P4-i c Ally Commission Expires '1/;-1 1 010 T'v', _ one i Johnson, Kunkel & Associates, Inc. SURVEYING • CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING - MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1. A Resubdivision of Lot 61. Block Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of 569`01'52"W between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar. PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Beginning at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 1i2" aluminum cap on a rebar, PLS #I3901, bears N20°58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69'01 '52"W, 171.72 feet. to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet: thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1, thence along said East line. S20°58'08"E, 20.00 feet, to the point of be~ginni ng. ~I ~vlc 'al a 7 1,, X934 Colorado m~sed~Pme sioi and Surveyor e 1olu ,((°unke/l & P S ; tes, Inc. . Vn e~6~ rJ I v~OJ EXHIBIT w ~ cA g E f P.O. Box 409 • 1286 Chambers Ave. • Suite 200 - Eagle, Colorado 81631 - Phone: (970) 328-6368 . Fax: (970) 328-1035 www.jkancia.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - I Proposed Easement Line - - - - - - - - - - s6ss8 TRACT IS / 08'F Bk 274, Pg 701 / Found, 1 1/2" aluminum j cap on rebar, PLS #13901 7 79S 00. C~ Utility & Drainage Easement ~ Reception No. 868662 10.0' O 47. \ x o / LOT 1 7 5. Resubdivision of Lot 61 Benchmark at Beavercreek ~i 0.845 acres `cp_ Rec No 868663 0 h~ / 'J' Utility & Drainage Easement Cn O Utility & Drainage Easement Reception No. 868662 Reception No. 868662 / 7.5 / 20' Grading & f rN O 7Drainaae Easement ~~GF \ Transportation Hub Easement r o ..AA /-Vhv s F -Reception No. 868662 e i SSBO 20.0' 8 ~~'W Found, 2" aluminum ca/ p 50.0' on rebar, Illegible B~ vC~ 06 67 •J NOTICE: Accordlnc to Colorado law you MUST commence any legal bcsed upon any defect in this survey within three years after You first discover such defect. In no event may any action bases upon any defect in this survey be commenced more than ten years from dote of the certification shown hereon. Johnson., Kunkel & Associates, Inc. LAND SURVEYING MAPPING STRUCTURAL & CIVIL ENGINEERING ~g 50.0' Found, 2" aluminum cap LOT 2 Avon Town Squa c at ion Rec No 832537 on rebar, PLS X22589 Found, 2" aluminum cap 13 on rebar, PLS X23516 1~~• 01, 52 ~ $~~g1~G c.69~~sN~ QT the 16 ri vit =1 Arp 'In 0 1 BOX 409, 1286 CWIMBERS AVE., 1200 EAGLE, CO PHONE: (970) 326-6368, FAX: (970) 528-1035 YA W.JKA.Nr14. cam LOT 1 Avon Town Sq. REo 832537 ?1,1..~ nL L SCALE DRAWV BY.- CHECKED 9 I Ln = 102 NO.: 40 ft DATE NO.: SLM + 1 -j ,SHEET 05342 00: Fos& OF to a FxM-r-Rg7- " 13 to I;o~'~~ ~~33KK '?v .9~~~Ex ~ ar>s >tnarxo ~S~ a ~W? A 5~..~ j I N @ ~=E IS '71V Pl© P76 ...8 veld a11-!VaU P- 5u]PejJ a7i5 I 9 i iu V Ia. ti sQ~ e I Eay ~ EFisaa SJ H2 4', s ~s ~ \ ~g o QI ~ ~Y °1 j Y ° \ c i / a 'i x F ' ;yp as ; i~p j T !37 ~sg a ' r ~tT s~Bpa:y631~ t ~E~,pc j ~ t7E3 E: 7,: (r ~ t ~ gSs. p➢e ~i 1t~~:g . C 1>• i 1, , 4 g~a y; A~y tj[r r~3F1 jilt J \ 111 ~ ?Ss \ 3g_ ~I 3j tidy FP1, DEED OF EASEMENT KNOW ALL MEN BY THESE PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot I becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the cert ificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC ~yy 4'4D 3' 19 - 07 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON f By A G(; Date: 3 ( Q`1 ( 05 ATTEST The foregoing instrument was acknowledged before me this ~q day of Mil6a_ , 2007, by a aoP.&t^ L l l~twt~ as of Wyndham Vacation Resorts, Inc. r°~Par P~B~c JOAMAIE E. DENSHAW My commission expires: 3 /10 12, i L * MY COMMISSION u DD 525579 EXPIRES: March 10, 2010 Witness my hand and official seal. "9rFOFFL°~ Bonded Thou Budget Notary Services ~w~~yt Notary Publics sr4m cl!' STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 2`7 day of Cam, 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: L4 1I`1 I2-fl10 and and official seal. ate` Nota Pu lic y~. C't~ •'Po F°OF. CC~-OF My Commission Expires O ~5 3CHS.9T°T ash. " 1AA AL Johnson, Kunkel & Associates, Inc. o jne TM AesI a n' ilo b SURVEYING • CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING • MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01 '52"W between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar. PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Begimming at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 1%2" aluminum cap on a rebar, PLS #13901, bears N20°58'08"W, 75.00 feet; thence alone the South line of said Lot 1, S69'01 '52"W, 171.72 feet. to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot l ; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, l l 8.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. Colorado Joh unkel & s> EXHIBIT "s m- 7934 Ind Surveyor ts. Inc. P.O. Box 409 • 1286 Chambers Ave. • Suite 200 • Eagle, Colorado 81631 • Phone: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - Proposed Easement Line S6S TRACT G S8 / ~8'F Elk 274, Pg 701 \ Found, 1 1/2" aluminum cap on rebar, PLS #13901 00, 7 V Utility & Drainage Easement / Reception No. 868662 10.0' Q)~ LOT 1 5. Resubdivision of Lot 61 Benchmark at Beavercreek 1 0.845 acres cA_ Rec No 868663 o Utility & Drainage Easement V t0 Cn ,p Utility & Drainage Easement Reception No. 868662 CIV Reception No. 868662 1 _ 7.5 / 20' Groding ' T \ Drainage Easement ~ p O SS SGF~\ Transportation Hub Easement Reception No. 868662 ~ kp P.O.B.- % "V65 S \ \ L • ' 0 8 .0 2 `~6 " 50.0' Found, 2 on rebar, 50.0' aluminum cap Illegible Found, 2" aluminum cap -6~ 0 IY1?0 on rebar, PLS #22589 Found, 2" aluminum cap on rebar, PLS #23516 C`s 6g ~1 S2 S ~ASZS NOTICE: According to Colorado law you MUST commence any legal actlon based upon any defect in this survey within three years after you first discover such defect. In no event may any action based upon any defect In this survey be commenced more than ten years from the date of the certification shown hereon. LOT 2 Avon Town Squa Rec No 832537 LOT 1 Avon Town Sq. Red.. t g 832537 r s~ T'~ U LICE' { s' . F Avid °ar i4~Cjt/(;c oaOecc no°~c~'a~J ~~'`At LAh'~ Johnson, Kunkel a s F ORAMfV BY. & Associates, Inc. r 6P ii3~ ~ SCALE CHECKED BY. 1 c e : 1 in. _ XB NO.: LAND SURVEYING MAPPING P.O. WX 409, 1266 CHAMBERS AVE, ®200 EAGLE, co 61631 DATE' STRUCTURAL & CIVIL ENGINEERING PHONE: (970) 326-6386, FAX: (970) 326-1035 40 ft. Or a ~3C~8g~g~ ae ~ EA t F-D A I# Itl P!9 arrN as >Ptx!0 areo essg - R veld a9emea pve 2ulpej9 a71S file ti ~ i N 1 3. q '3 rQx ~a jgq~z ol, [i11yFr oh ~ ~ ~ 11 9 u r ~ Fz- 63 / ~UQ ox ~a Rf ha- is Ji i2 ~h 4 S i 91!7 A~ ppp t~: IS f:l i ~ ?br o~gg 9a 3 r, ~ ~6EV •a3 ~i ~~8 ~ ~ t ~ ~s?. aYi rt Err~e4~ ~ 1 DEED OF EASEMENT KNOW ALL MIEN BY THESE PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town") whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot 1 becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minin is amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any envirommentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the cert ificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot I hereunder. 7. The tenn of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or pennitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: O as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC (B-)~ <; d `Date: 3-1y - 07 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON BY 14 U, Date: 3 ~`l (01 The foregoing instrument was acknowledged before me this \g A day of /►1RR~r( 2007, by Ca~RC~rn Niw~w as «x pR~DF,~ of Wyndham Vacation Resorts, Inc. JJ 2o~~ar PuB~o JOANNE E. DENSHAW My commission expires: 3 1/10 4Z. ' i * MY COMMISSION S DD 525579 EXPIRES: March 10, 2010 NIArFOF F~~p\o' Bonded Thru Budget Notary Services Witness my hand and official seal. Notary Public Sr4,i". STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 2`7 day of C , 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: y 11-11 2-VI C and and official seal. ~Y\eoe ~eeooe !~l/ ago : 9~F GF. CG~G~P Nota Pu lic My Commission Expires omM q la1 1-2-01 C E~XQPg3_j:T "4 as UAA Johnson, Kunkel & Associates, Inc. one TM as i SURVEYING • CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING • MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01'52"W between an angle point on the North line of'Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar, PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Begimling at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 lit" aluminum cap on a rebar, PLS #13901, bears MV58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69°01 '52" AV, 171.72 feet, to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01 ' 52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24°01'52"E, 20.00 feet-, thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. Colc -yor P.C. Box 409 - 1286 Chambers Ave. • Suite 200 - Eagle, Colorado 81631 • Phone: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com EXHIBIT ~ it ; 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, t TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - Proposed Easement Line SsssB TRACT G / 08'e Bk 274, Pg 701 Found, 1 1/2" aluminum cap on rebar, PLS #13901 79S 7 / 00, C~ V" Utility & Drainage Easement Reception No. 868662 10.0' LOT 1 ~ 1 ~ 5. Resubdivision of Lot 61 n Benchmark at Beavercreek ~i 0.845 acres cA Rec No 868663 0, CID h / \ Utility & Drainage Easement Uc Cn °p / Utility & Drainage Eosement Reception No. 868662 Reception No. 868662 / 20' Grading & ' ~r o Drainage Easement C. \ Tronsportation Hub Easement r 6 \ \ V6d Reception No. 868662 ao P.O.B. J S8 ~ 20.0' Found, 2" aluminum cap 50.0' 569°Q~ on rebar. Illegible N ros 6~ , 28?~ 50.0' Found, 2" aluminum cap 1~? D )?0 4,0 rebar, PLS #22589 LOT 1 A~ Found, 2" aluminum cap Avon Town SCE. on rebar, PLS x+23516 Re 86-2537 6 ~ASZS ~ry~a i 61 T' y\ C y K l "r m G ice, 2 Avon Town Squar o <o G u; NOTICE: According to Colorado law you MUST commence any, legal action Rec No 832537 based upon any defect in this survey within three years after you , ' ` ~®G6GCEDC6 first discover such defect. In no event may any action based upon ~j~r~ Lt3~v any defect In this survey be commenced more than ten years from thep date of the certification shown hereon. DRAWV BY.• SLM Johnson, Kunkel SCALE & Associates, Inc. r VISID CHECKED B Y. SHEET ees 1 to Y)B NO.: EA 05342 TDLAN~D ~S~U♦RVEYING MAPPING P.O. Box 409, 1286 CHFMBERS AVE , 1200 EAGIE CO 61631 DATE 2 16 2007 STRUCTURAL & CIVIL ENGINEERING I PHONE: (970) 326-6368 FAx: (970 326-1035 40 ft _ _ _ , a ~~C9-@g~g d ca ~ 04 1 e '71V P79 IP M13 asvg - veld a2.u!.lp pipe Vujp a'li5 7 s Ea SR.~ Y3^R F DAD! 9 .!^Tc ME, .r,. , y^ , fgjY 3'R a ,era -7 ~I 1 r ' lis n Y f 3 1S' iS = G IAJ 411 n j8a/F ~11l111l11111 014 >r- w a j t ~a oc % DEED OF EASEMENT KNOW ALL MEN BY THESE PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. O Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the teen stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, `Liens"). In the event that Lot l becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the cert ificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC m-. `Date: 3-15 - 07 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON By V L' Date: 3 z, ( 01 The foregoing instrument was acknowledged before me this VA day of /riAR,~d , 2007, by GcoRGE. L l{iw1 as '4 of Wyndham Vacation Resorts, Inc. 1 r~~pav P~B~c My commission expires: 3 /10 I2t i,0 JOANNE E. DENSHAW * MY COMMISSION s DD 525579 EXPIRES: March 10, 2010 ~9JFOF F`O~N Bonded Thru Budget Notary Services Witness my hand and official seal. Notary Public y ST4M oic rw'~ ~y{ STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 2`? day of Cam, 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: L4 11-11 2-fl1o and and official seal. rA~Ax~ N° ~ r o °top v r')c (;Z~ 3.,-L C Nota Pu lic My Commission Expires /2,1 I'2_0 10 ~5XHJCgTT tt4 ue _ one TM 5 Johnson, Kunkel & Associates Inc. SURVEYING • CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING • MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01'52"W between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar, PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Beginning at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 11'2" aluminum cap on a rebar, PLS #13901, bears N20' '58'08"W. 75.00 feet; thence along the South line of said Lot 1, S69'01 '52"W, 171.72 feet, to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, fi-om where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 1 18.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. 0 Colorado mdse Surveyor ' c "cM 34 Joni tes Inc. EXHIBIT` , JAA P.O. Box 409 • 1286 Chambers Ave. • Suite 200 • Eagle, Colorado 81631 • Phone: (970) 328-6368 - Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - Proposed Easement Line rte, ssss8 TRACT G 08'F Bk 274, Pg 701 Found, 1 1/2" aluminum \ cap on rebar, PLS #13901 7 79 V Utility & Drainage Easement Reception No. 868662 10.0' ~ ° LOT 1 `~r' ~v 7.5 ' Resubdivision of Lot 61 ~ Benchmark at Beavercreek 0.845 acres cA_ Rec No 868663 C ~1 Utility & Drainage Easement ;p Cn ,p Utilit y & Drainage Easement Reception No. 868662 Reception No. 868662 ' 7.5 20' Gradina & Drainage Easement o S6S Transportation Hub Easement R i ecept on No. 868662 ~~8'p&., 52E P.O.B. , 200 01 $ , 20 0' X1 8 . 6 `,,I Found, 2" aluminum cap 50.0' on rebar, Illegible 6 44' 706 67, 2~ Za ` S 50.0' ~s0 ~I~Rk Found, 2" aluminum cap 1~? 0 4, R044b on rebar, PLS #22589 Found, 2" aluminum cap on rebar, PLS #23516 1~SS 9 0152 of ~E~gI~G S° $ASZS NOTICE: According to Colorado law you MUST commence any legal actlon based upon any defect in this survey within three years after you first discover such defect. In no event may any action based upon any defect In this survey be commenced more than ten years from the date of the certification shown hereon. LOT 2 Avon Town Squa Rec No 832537 LOT 1 Avon Town Sq. Rec-Lyq 832537 goo c rcFA j~ ° c~ tvl "OT U 3793,2 a Ilc pia^'(Z' a'vAt LAN" Johnson, Kunkel er. nu & Associates Inc ij r e ~ s ~ VI SCAL D BY. , . i ~ S y/EET g LAND SURVEYING M"P ING n,,,,:,: u;ni r.: crr:crs P.O. SOX 409, 1286 CHAMBERS AVE., Q200 EAGLE'. CO 81631 PHONE 970 328 6 ) 1 Jim : EA05342 2 2007 STRUCTURAL & CIVIL ENGINEERING ( ) - 388, EA : (970 328-1035 40 ft www.uwwatGOM DRA F G NO.: G&O Ease Of' FYCG4gsg-r " 5 " 6 ^ 6 F c ~ a nns ~xan° .a.m g @ ° E 1 '~itl P!0 zP P!B SSV8 - veld -&Ouis14 P., 2.1PE~0 a71S Frost. •FFsa. a -WAH f^Y~ 3 A'• d 3 ~ 0 S yy i 1!.~e a 3~ "~cu t i Ii I'~ lidi O x 1 q try 0d 3.i° E iF!~S. R !91 b, F F3 i ! "irk Ipa 'ii / r ~ ~:~f pY~1 pY i:SaES S JS ,t D~~ I I I I I a~ cD`J i ~r 11 r: It ~I L i 11 g ~ I - 91 ! i I 3= ~ X1111)11! ] ]ll I 'F i ~ ~ ~ ~ ~ V of rn o z ~ Q l , 1 37 C4 z a d z ~a fn tf Y R~ F DEED OF EASEMENT KNOW ALL MEN BY THESE (PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS ($2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. 0 Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot 1 for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("the ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"). 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 1 and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of $38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars ($2775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional $38/cubic yard for the fill in excess of 73 cubic yards. 3. The Town hereby, to the extent permitted by law, indemnifies and holds Wyndham hannless against any claims or liabilities related to the Town's activities on Lot 1 pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot 1 becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town on Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot l to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the certificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use of Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Term"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a receipted copy; (ii) if delivered by U.S. Mail, certified mail, return receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC ~By Date: 3 ` 15 - 0 7 STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE ) TOWN OF AVON Y Date: 3 Q-1I01 ATTEST: Town perk The foregoing instrument was acknowledged before me this 1`iI day of /►MRG , 2007, by acon.4.6 & 11 iw+ as "4 pp'f, fl' t&s of Wyndham Vacation Resorts, Inc. l ~oipar f JOANNE E. DENSHAW My commission expires: -311412-C,iC * MY COMMISSION a DD 525579 EXPIRES: March 10, 2010 Bonded Thru Budget Notary Services -M"e".: Witness my hand and official seal. Notary Public Sr4,-". oj~f rwrl44 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this 27 day of CK, 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: ~neo•T •°°oe~~ OF`: C tiOFP My Commission Expires ,4 11-' 1 1vto d and official seal. Nota tj lic l-il 12OI C) J5AH.1C 3TT "4 ae _ one G' TM --Fe's o u n lJohnson, Kunkel & Associates, Inc. SURVEYING • CIVIL ENGINEERING • ARCHITECTURAL ENGINEERING • MAPPING Legal Description 20' GRADING AND DRAINAGE EASEMENT A 20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69°01 '52"W between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar, PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Beginning at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a 1 1%2" aluminum cap on a rebar, PLS #13901, bears N20°58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69'01 '52"W, 171.72 feet, to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot 1, being marked on the ground by a 2" aluminum cap on a rebar, PLS #22589, bears S69°01'52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24°01'52"E, 20.00 feet; thence leaving said West line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, 2) N69°01'52"E, 163.44 feet, to the East line of said Lot 1; thence along said East line, S20°58'08"E, 20.00 feet, to the point of beginning. jolca tticlVl a' a 7934 Colorv! Pe io t and Surveyor ° °~Cunkel & tes, Inc. EXHIBIT z m P.C. Box 409 • 1286 Chambers Ave. • Suite 200 • Eagle. Colorado 81631 • Phone: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61, BLOCK 2, BENCHMARK AT BEAVER CREEK, j TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEND: Property Line Existing Easement Line - - - - - - - - - - Proposed Easement Line S6S TRACT G / S8 6 8'F Bk 274, Pg 701 Found, 1 1/2" aluminum / cap on rebar, PLS #139017 - 00' C - Utility & Drainage Easement Reception No. 868662 10.0' LOT 1 7 5' Resubdivision of Lot 61 ) \ Benchmark at Beavercreek , o, 0.845 acres Rec No 868663 U, Cp Utility & Droinoge Easement V, ,p Utility & Drainage Easement Reception No. 868662 c Reception No. 868662 ' 7 5 / / 20' Grading . Drainage Easement S6SS(5 Transportation Hub Easement o a Reception No. 868662 P.O.B. X65 j ' 8, 20.0 Found, 2" aluminum cap 50.0' B~,N c on rebar, Illegible 56 7o,6 67, 2~ 2a 50.0' rd-0, `44k Found, 2" aluminum cap R p 1~1?0 on rebar, PLS #22589 LOT 1 Found, 2" aluminum cap 13 Avon Town Sq. on rebar, PLS #23516 Re 832537 ~~,pG Lroc- rj•,: uR~-- Y'J LOT 2 ,y ~G 3732° Avon Town Squor cue eao NOTICE: According to Colorado law you MUST commence any legal action Rec No 832537 based upon any defect in this survey within three years after you first discover such defect. In no event may any action based upon af~r~A~ o~w~ any defect in this survey be commenced more than ten years from the r date of the certification shown hereon. DRAHJY BY. SLM Johnson, Kunkel O pp ~OU SCALE ~L ASSOC18teS, Inc. ®p~~ CNECKEO BY. Sh/EET ~~;t+r•.,: \'a;~;i~:.71 „r:;rec 1 in- _ .K)B NO.: EA05342 LAND SURVEYING MAPPING F.U. BOx 409, 1286 CRAMSERS Ave., #200 EAGLE, CO 81631 DATF. 2 16 2007 7 STRUCTURAL & CIVIL ENGINEERING PHONE: (970) 328-6368, FA%: (970 329-1035 40 ft t WWW.JKANDA.COM DRAWNG NO.: Cdr Ease , Of 1 P :tag =.~a:ape - O a I ° ~"'~6~~~ ~.~~y~~Fs_~t ams sxa.uo .~.m 6M a ~3.. ~ C, yy"~ 07 'i a 9 1/ '71tl P!© 8 PIS essg - vela a5euiea4 pue 9u7DYj9 ASS 9 ~t e fi iQa 4;1 c ° d UWc 1, € ~C c a ~14 I w ~ ~ %I 1: J4~~ to 667 y° ~ 9~s I d c~ r Y61 ~0I a' ~ ;6', a d~ ' t 7tE fit ~~e ,s~i; ~ 6 ~ 838 DC> >I dirSeS 3~ =has it III I I I A I I I i I ~ II~~ is sl 1 I xs)mmi) VD.. Honorable Mayor and Town Council 7huuo Larry Brooks, Town Manager Hiroo m Norman Wood, Town Engineer DD ate(eo March 20, 2007 Re.. Town of Avon Transportation Center - Deed of Easement Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek SUM[MaVyo The Avon Transportation Center Plans require limited grading on Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek to provide a transition from the finished transit center grades at the property line to existing grades on Lot 1. The owners of Lot 1 have agreed to allow this temporary grading to occur, but have requested payment for the estimated cost of removing the imported material required to implement the grade transition and provide drainage. The proposed grading is shown on Exhibit B to the attached Deed of Easement (Attachment 1). The Project Engineers have estimated the quantity of imported material to be 73 cubic yards and the estimated cost of removal at $38.00/cubic yard for a total of $2774.00. The Deed of Easement also allows the use of Lot I as a construction staging area during construction of the Transportation Center. This is a very critical item to accommodate construction activities and may be a very important factor for contractors bidding the Project. The proposed Deed of Easement is based on a payment of $2,775.00 and includes provisions for the grading and drainage aspects as well as the use of the site for construction staging. We recommend approval the Deed of EaF::ment from Wyndham Vacation Resorts, Inc. F/K/A Fairfield Resorts, Inc. for the use of all of Lot I as a staging area for materials and equipment for construction of the Avon Transportation Center and the deposit of approximately 73 cubic yards of fill to establish grades consistent with the Site Grading and Drainage Plan. FEna r-W O[i PflCaU8nZo The $2,275.00 cost of this proposed easement is insignificant in the overall cost of the Transportation Center with a budgeted construction cost of more than $2.6M and may well reduce bids for construction by more than that amount due to the convenience being provided prospective bidders. G°3ecDo t(p9 menQ]a%am Approve Deed of Easement from Wyndham Vacation Resorts, Inc. F/K/A Fairfield Resorts, Inc. for the use of Lot 1, A Resubdivision of Lot 61, Block 2, I:\Enginccring\C I N'ranspotlation Center\6.0 Right-O f W;w ,Lot 6 hEasement-Mcnio. Doc Benchmark at Beaver Creek for construction staging in connection with the Avon Transportation Center and to establish and maintain site grades and drainage compatible with the Avon Transportation Center Project at a cost of $2,275.00. Proposed MoSom. I move to approve Deed of Easement fi-om Wyndham Vacation Resorts, Inc. F/K/A Fairfield Resorts, Inc. for the use of Lot 1, A Resubdivision of Lot 61, Block 2, Benchmark at Beaver Creek for construction staging in connection with the Avon Transportation Center and to establish and maintain site grades and drainage compatible with the Avon Transportation Center Project at a cost of $2,275.00. flown Manager Commc Ms.. Ll gachmengza. 1. Attachment I - Deed of Easement I:\Lnginccring\CIP\Transportation Center\6.0 Right-Of-Wayl-ot 61Tasenient-Memo. Doc 2 W--TAG~Wg-,Ou / DEED OF EASEMENT (KNOW ALL MEN BY THESE PRESENTS: That WYNDHAM VACATION RESORTS, INC. F/K/A FAIRFIELD RESORTS, INC. ("Wyndham"), whose address is c/o General Counsel, Wyndham Vacation Ownership, 8427 South Park Circle, Orlando, FL. 32819, in consideration of TWO THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS (S2,775.00), in hand paid, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby ant, bargain, sell and convey to TOWN OF AVON ("Town"), whose address is P. 0 Box 975, Avon, Colorado 81620, two (2) separate easements, subject to the terms and conditions contained herein, to: (1) use Lot I for construction staging in connection with the ATC project, and (ii) establish and maintain site grades and drainage compatible with the Avon Transportation Center ("tile ATC") project over and across the tract of land described in paragraph 2 below. The parties further agree as follows: 1. Wyndham agrees to allow the Town the use of all of Lot 1, of which the property described in Exhibit "A" is a part, as a staging area for materials and equipment in connection with construction of the ATC project for the term stated below (the "Term"), 2. Wyndham agrees to allow the Town to use the land described in the attached Exhibit "A" as the 20' Grading and Drainage Easement to establish a consistent slope between Lot 'I and the Town's ATC project in accordance with the Site Grading and Drainage Plan attached hereto as Exhibit "B". The Town shall be permitted to deposit approximately 73 cubic yards of fill upon the easement area in order to establish a grade on Lot 1 consistent with the Site Grading and Drainage Plan. Based on an estimated removal cost of S38/cubic yard, the Town agrees to pay Wyndham Two Thousand Seven Hundred Seventy Five and 00/100 Dollars (52775.00) upon execution of this easement agreement in consideration for the fill that will be deposited on Lot 1. In the event that the Town deposits more than 80 cubic yards of fill on the easement area, the Town shall pay to Wyndham an additional S38/cubic yard for the fill in excess of 73 cubic yards. 3. "File Town hereby, to the extent permitted by law, indemnifies and holds Wyndham harmless against any claims or liabilities related to the Town's activities on Lot I pursuant to the easements granted hereunder. The Town, its planners, engineers, surveyors, architects and other- agents and consultants shall be prohibited from taking any action or omission that subjects Lot 1 to liens of any kind, including, but not limited to, construction, mechanic's or materialmen's liens (collectively, "Liens"). In the event that Lot 1 becomes subject to any such Liens directly or indirectly through the action or inaction of the Town, its planners, engineers, surveyors, architects or other agents or consultants, the Town shall discharge or bond off any such Liens within five (5) days of the imposition of any such Liens and failure to do so shall constitute a default hereunder. This provision shall survive termination of the easements granted hereunder. 4. The Town agrees that it will not dispose of, generate, manufacture, release or store environmentally hazardous substances (other than de minimis amounts) on or about the Property, and that the fill deposited pursuant to paragraph 2 above shall not contain any environmentally hazardous substances. 5. Upon completion of construction of the ATC, all materials placed by the Town oil Lot 1 (including construction materials and debris) will be removed from Lot 1, at the Town's sole cost and expense, and Lot 1 will be returned to the same condition as existed prior to the Town's use of Lot 1, except as specified in the attached Site Grading and Drainage Plan. If the Town fails to return Lot 1 to the condition that existed prior to the "Town's use of Lot 1 or fails to grade and establish drainage for Lot 1 consistent with the attached Site Grading and Drainage Plan, the Town will promptly reimburse Wyndham for any and all costs reasonably incurred by Wyndham in returning Lot 1 to its prior condition or in establishing grading and drainage on Lot 1 consistent with the attached Site Grading and Drainage Plan. 6. The construction documents for the ATC project will be modified to include the Property in the project limits, and the contractor will be required to provide general liability insurance, covering activity on Lot 1, consistent with the remainder of the ATC project site, which insurance shall name Wyndham as an additional insured. The Town shall deliver the cert ificate of insurance naming Wyndham Vacation Resorts, Inc. as an additional insured prior to its use o1-Lot 1 hereunder. 7. The term of the easements granted hereunder shall commence as of the date first written above and shall continue until March 1, 2008 (the "Tcrm"). The Term may be extended by mutual agreement of the parties. Notwithstanding the foregoing, Wyndham may terminate the easements granted hereunder upon ninety (90) days written notice to the Town. 8. All notices, requests, demands, and other communications required or permitted to be given under this Easement shall be in writing and sent to the addresses set forth below. Each communication shall be deemed duly given and received: (1) as of the date and time the same is personally delivered with a reccipted copy; (ii) if delivered by U.S. Mail, certified mareturn receipt requested, upon delivery to the intended recipient, or on the date of the first refused delivery, if applicable; or (iii) if given by nationally recognized or reputable overnight delivery service, on the next day after receipted deposit with same. Wyndham: Wyndham Vacation Resorts, Inc. 8427 South Park Circle, Suite 500 Orlando, FL. 32819 Attn: General Counsel Town of Avon: Town of Avon 400 Benchmark Road P.O. Box 975 Avon, CO 81620 Attn: Town Engineer 9. In the event of any dispute resulting in litigation hereunder, the prevailing party shall be entitled to recover all costs and expenses reasonably incurred by it in connection with the enforcement of this Easement, including reasonable attorneys' fees and costs in connection therewith. This provision shall survive termination of this Easement. WYNDHAM VACATION RESORTS, INC Date: 3 11 - 07 TOWN OF AVON By: Date: ATTEST: Town Clerk STATE OF FLORIDA ) ) ss. COUNTY OF ORANGE j The foregoing instrument was acknowledged before me this day of l►1i 2007, by & 1firw~S as y f'Q..r E of Wyndharn Vacation Resorts, Inc. 1 1 My commission expires: i , JOANNE E. OENSHAW k MY COMMISSION I D0 525579 EXPIRES: March 10, 2010 Witness my hand and official seal. BoaaeaThn;Budget Notary Services ti Notary Public' -~r~ ter- Zak STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2007, by Ronald C. Wolfe as Mayor and Patty McKenny as Town Clerk of the Town of Avon. My commission expires: Witness my hand and official seal. Notary Public j5A HST TT "4 " F .r Johnson, Kunkel &Associates, Inc. ;w1 AUSI SURVEYING • Mil- ENGINEFRING ' -RCNFTECTURAi_ ENGINEERING • MAPPNG Legai Description ?0' GRADI\IG AND DRAINAGE EASEMENT A '20' Grading and Drainage Easement located across Lot 1, A Resubdivision of Lot 61, Block 2. Benchmark at Beaver Creek, recorded in the office of the Eagle County Clerk and Recorder as Reception No. 868663, with all of the bearings contained herein based upon a bearing of S69'01 '52"W' between an angle point on the North line of Lot 2, Avon Town Square, recorded in said office as Reception No. 832537, being marked on the ground by a 2" aluminum cap on a rebar; PLS #23516, and the Northeast corner of said Lot 2, being marked on the ground by a 2" aluminum cap on a rebar, (cap is illegible), being more particularly described as follows: Beginning at the Southeast corner of said Lot 1, from where the Northeast corner of said Lot 1, being marked on the ground by a i U2" aluminum cap on a rebar, PLS #13901, bears N20°58'08"W, 75.00 feet; thence along the South line of said Lot 1, S69°O1 '52""', 171.72 feel to a point on the North line of an existing 20' Transportation Hub Easement, recorded in said office as Reception No. 868662, from where the southern most angle point of said Lot I, being marked on the ground by a 2" aluminum cap on a rebar, PLS ##22589, bears S69'01'52"W, 28.28 feet; thence along said North line, N65°58'08"W, 126.61 feet, to the West line of said Lot 1; thence along said West line, N24'01 '52"E, 20.00 feet; thence leaving said 'Vest line, along the following two (2) courses: 1) S65°58'08"E, 118.32 feet, N69001 '521"E, 163.44 feet, to the East line ofsaid Lot I; thence along said East line, S20`58'08"E, 20.00 feet, to the point of beginning. 'mmz a, ~a~ peg and Survevot. Colorado to iseF s40~ °Joni -u1ke1 f es, Inc. U7 a--- IBii - P O. Box 409 • 1286 Chambers Ave. • Suite 200 • Eagle, Colorado 81631 • Phone:: (970) 328-6368 • Fax: (970) 328-1035 www.jkanda.com 20' GRADING AND DRAINAGE EASEMENT LOCATED ACROSS LOT 1, A RESUBDIVISION OF LOT 61. BLOCK 2, BENCHMARK AT BEAVER CREEK, TOWN OF AVON, COUNTY OF EAGLE, STATE OF COLORADO LEGEN'D' Property Line f Existing Easement Line - - - - - - - - _ _ C Proposed Easement Line i sss' TRACT G S8 Bk 274, Pg 701 F d " oun , , 1/ 2 aluminum cap on rebar, v PLS #13901-7 V ~ `1* 19 C ) Utility & Drainage Eosement \ Reception No. 868662 i a i LOT 75. Resubdivision of Lot 61 Benchmark at Beavercreek o. 0.845 acres `s Rec No 868663 :r o ,O Utility & Drairaae Eosement - Utility & Drainage Eusement Reception Ne. 868562 Reception, hJc. 864662 i 20 ''-:3rcding 7- Drainage Easernent Transportation Hub Easement T ' ' ~ - L t,.•~,c t ~-Reception No. 8686E2 ~i `;~y,.'G; P.O.B. S8 O 20.0' 6 50.0 Found, b 2" aluminum cap ~ 13~N 56~ on re a 70. 6 , 'Z`d 50.0' a B r, Illegible c Vi . ~ ~SO'gRk Found, 2" aluminum cap R ly 1?0 on rebar, PLS #22589 Found, 2" aluminum cap on rebar, PLS #23516 13g' f y~g C)~~ ~2 OF ~~E~ NOME: According to Colorado low you MUST commence any legal action based upon any defect in this survey within three yeors after you first discover such defect. In no event may an action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. Johnson, Kunkel & Associates, Inc. y k 'I f LAND SURVEYING MAPPING P.O. BOX +Qe. 121 STRUCTURAL & CIVIL ENGINEERING I ttOf E: (B. tL LOT 2 Avon Town Squar Rec No 8321,37 LOT 1 Avon Town Sq. Rej~,_t 832537 h Vn 4Y W &VCEi i to ¢ 4-0 1t OA7E: F xNg,Rg -r " 13 " it )IV P!H N mi c==tt - vats .2evt-q pue Su;pe.~p r_ {J ~:g i y:s~aa' in- s ~ Aj HHR '3 1A am cr c i t ~z~F Ida r r a$ t.r Oar e5q { {~rer ; f:1 o-►s 1p~ Wan 5j lF yid • a { o !5€l if! it Ir'r ea ~jltlil{i! 7 11 i