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12-17-1984 Tract P032 5:1 rot _ma JOHNNEr1�: PHILUP , i EB Z5 2 06 PC E A G R E E M E N T THIS AGREEMENT is entered into the 17th day of December , 1984, between the BOARD OF COUNTY COMMIS- SIONERS OF EAGLE COUNTY ( "the County "), the TOWN OF AVON, a municipal corporation ( "the Town ") , EAGLE COUNTY SCHOOL DISTRICT NO. RE -50J ( "the School District ") , BENCHMARK AT BEAVER CREEK, a limited partnership ( "Benchmark "), and VAIL ASSOCIATES, INC., a Corporation ( "VA "); RECITALS: By agreement dated April 11, 1975, the County, Benchmark and VA, in connection with and as a condition to the County's approval of the final plat for the Benchmark at Beaver Creek Subdivision and the preliminary plat for the Beaver Creek Subdivision, a parcel of land now described as Tract P, Benchmark at Beaver Creek Subdivision, Town of Avon and County of Eagle ( "Tract P ") was designated for a possible school site. By paragraph 1 (b) of that Agreement Benchmark may be required to convey fee simple title to Tract P to the County or its designee upon written request of the County. Inasmuch as such request has not been made, title to Tract P remains vested in Benchmark subject to the provisions of the aforesaid agreement. It is now the desire of the parties that a portion of Tract P, described on the attached Exhibit "A," be conveyed to the Town for the purpose of construction thereon of a water treatment facility and municipal facilities. Benchmark has heretofore conveyed to the Town a parcel of land now described as Tract G, Benchmark at Beaver Creek Subdivision, Town of Avon, County of Eagle ( "Tract G ") and the Town is now the owner thereof in fee simple. Insofar as Tract G is concerned, it is the desire of the Town and the School District that the westerly three acres thereof (described on Exhibit "B" hereto) be made available to the School District for use in connection with the School District's use of the remainder of Tract P as a school site. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Conveyance of Portion of Tract P. Upon execution of this agreement Benchmark will convey to the Town by general warranty deed the parcel of land described on Exhibit "A." Such conveyance will be free and clear of liens and encumbrances but subject to the restrictions and exceptions set forth in paragraphs 1 (b) and 1 (e) of the April 11, 1975 agreement as well as the covenants and restrictions for the Benchmark at Beaver Creek Subdivision. Such conveyance further shall provide that the real property conveyed thereby shall not be used for the purposes set forth in paragraph 1 (c) of the April 11, 1975 agreement and shall contain a right of re -entry in Benchmark in the event the property conveyed is used for a purpose other than construction of a water treatment facility, for approved municipal purposes, and for parking in connection therewith. Such conveyance shall in addition provide that in the event Benchmark exercises its right of re -entry said property shall remain subject to whatever rights the parties may have by virtue of the April 11, 1975, agreement. 2. Use of Portion of Tract P Conveyed. Three - quarters of an acre of the parcel described on Exhibit "A" shall be used for parking jointly by the School District in connection with any use of the remainder of Tract P as a school site and by the Town in connection with the use of the municipal and water treatment facilities. The location and configuration thereof shall be approved by the School District, which approval shall not be unreasonably withheld, 0 p and at such time as the School District constructs a school building, the location and configuration thereof may be altered at the expense of the School District to conform with its plans for the school building. The remainder of E the parcel described on Exhibit "A" shall be used for the construction of a water treatment facility and approved municipal facilities; provided, nothing contained herein I shall obligate the Town to the construction of either, and it further is understood and agreed that any water treatment facility will be constructed by Upper Eagle Regional Water Authority. In the event of the construction of either, Benchmark shall have the right to approve in writing the land uses, conceptual design, site plan, floor plan and architectural design of both, together with parking in connection therewith, and any amendments thereto. Such ! approval shall not be unreasonably withheld. 3. Use of Portion of Tract G. Upon request of the School District, the Town shall grant to the School District without charge a non- exclusive license to use a portion of Tract G, described on Exhibit "B" hereto. Such portion of Tract G may be used by the School District in connection with its use, if any, of the remainder of Tract P for a school site; provided, any permanent improvements constructed on the licensed portion shall first be approved by the Town, which approval shall not be unreasonably withheld. 4. Release of Rights. The School District, the County, VA and Benchmark herewith expressly release any claim of title or right to the parcel described in Exhibit "A" hereto except only the rights set forth herein, which rights, as to Benchmark, shall not merge in its conveyance to the Town; provided, in the event Benchmark exercises the right of re -entry granted to it by paragraph 1 hereof, said property shall remain subject to whatever rights the parties - 3 - ®► may have by virtue of the April 11, 1975, agreement. 5. Railroad Crossing. It is agreed that the construction of an additional at -grade railroad crossing at the south terminus of West Beaver Creek Boulevard is in the best interest of the residents of the Town and the residents of the County. In the event the Town in the exercise of its sole discretion should petition the Colorado Public Util- ities,Commission for an additional crossing, the parties hereto, without making any financial commitment, will give their full support thereto, including actively participating in any proceedings before the Commission. 6. Contingency. This Agreement is expressly contingent upon the execution of an agreement between the Town and the Upper Eagle Regional Water Authority for construction of a water treatment facility within 60 days of the execution of this Agreement by all the parties thereto. BOARD OF COUNTY COMMISSIONERS OF EAGLE 7Y, COLORADO By: Chairman ommissi nee` Commissioner A,T -BEST ' J- 11 to Said board {� ,`� TOWN OF AVON, COLORADO, a municipal Corporat' E By or Pro Vim , T / lTT 4. T16wn Clerk - 4 - � ro1 auy i BOARD OF EDUCATION OF EAGLE COUNTY SCHOOL DISTRICT NO. RE -50J f l 9 resident ATTEST: &41 Ej Secre ary I BENCHMARK AT BEAVER CREEK, a limited partnership, by BENCHMARK Co., a General Partnership and Sole General Partner T ereof '��& l I By: �� A. el , Attorney -i -t VAIL AS OCIA , Z ,2 i i .- BY= I ATTEST: f Secretary STATE OF COLORADO ) I ) ss. Ij COUNTY OF EAGLE ) Subscribed and sworn t_Q before me by e, � , 44 1�cc�t ck ( 45 �tdn and as ll the members of the Board of ounty Commissioners of Eagle County, Colorado and by not as to said Board. ".. C-A,- My commission expires: Witness my hand and off' 1 1. tci •: F t Notary Pubric STATE', OF COLORADO ) ) ss. COUNTY OF EAGLE ) Subscribed and sworn to before me by Sheila - 5 - E Davis, as Mayor Pro Tem, and by Patricia J. Doyle, as Town Clerk, of the Town of Avon, Eagle County, Colorado. My commission expires�' Witness my hand and official seal. Notary Public STATE OF COLORADO ss. COUNTY OF EAGLE Subscribed and sworn to before me by as President, and by,,4!,-. as Secretary of the Board of Education of Eagle County School District No. RE-50J, Eagle County, Colorado. My Commission expires: Witness my hand and official seal. –Notary Publi STATE OF COLORADO ) ss. COUNTY OF EAGLE Subscribed and sworn to before me by A. J. WELLS, as Attorney in Fact for Benchmark Co., a General Partnership and Sole General Partner of Benchmark At Beaver Creek, a lizRited Partnership. My commission expires:_ Witness my hand and official seal. rl Uotary Pdblic bOx :STATE OF COLORADO ss. COUNTY OF EAGLE Subscribed and sworn to before me by, as — President, altd- - 6 - 0 9 —► Secre ar of VAIL ASSOCIATES, INC. My commission expires: Vct&'�� f Witness my hand and '• MELOSEE Ii121284 K gp1, 2 T 0 N FO'ccr.oj' official seal. Notary Public - 7 - LOT J i CHO. BRG r Al 37 °s6 "a3 °E t r j CHO = 2aao' 1 G: 20.00' i Y 9d Yo' z CRD= R /3.7.Z' z!s 39' II � •1 'rRA G-r F' 4 1 297. 79" i � N � LM f N A D n �H D H X � m 297. 79" tlj >C x H td H H i f N A tlj >C x H td H H LOT 3 5 R = • yo' e C11,0- BRG = . 37 S6' 3 3 "E t Cl/O = 20 ao' 1.20.00' �•� 97..79 f era t 1 cko Bey _ ,fir Zu °15�'yu E x CND= 913.7Z' r t r � . "RAC -T ,a UT' A a (� A G) _ Cn AMENDMENT Cor—i w . (Amends that certain Agreement dated April 11, 1975, by and between Vail Associites, Inc., Benchmark at Beaver Creek and the Board of County Commis- sioners of Eagle County�Colorado). THIS AMENDMENT entered into this / day of ��` 1979, by and between Benchmark at Beaver Creek, a limited partnership, hereinafter referred to as "Benchmark ", Vail Associates, Inc., a Colorado corporation, hereinafter referred to as "V.A." and the Board of County Commissioners of the County of Eagle, State of Colorado, hereinafter referred to as "Board ". WHEREAS, Benchmark, V.A. and the Board entered into an Agreement dated April 11, 1975, a copy of which is attached hereto as Exhibit "A" and hereinafter referred to as the "Agreement "; and WHEREAS, certain agreements were entered into by and between V.A., Benchmark and the Torn of Avon; Colorado, subsequent to the execution of the original Agreement which relates to matters contained in said original Agreement; and WHEREAS, the parties hereto are now desirous of modifying the terms and conditions of the Agreement; and t�JHEREAS, the Board desires to modify only those provisions of the Agreement which directly affect the Board; NOW THEREFORE in consideration of the mutual covenants, conditions and promises contained herein, the parties hereto agree hereby as follows: I. Benchmark and V.A. have agreed upon a development plan and develop - ment budget, for the completion of recreational facilities to be installed and constructed upon Tract G, Benchmark at Beaver Creek Subdivision, as per the recorded plat thereof, County of Eagle, State of Colorado, hereinafter referred to as "Tract G ". The cost of preparation of said plan and budget shall be paid by Benchmark and V.A., in accordance with agreements between said parties. The plan and budget developed pursuant to this paragraph are hereinafter referred to as the "Development Plan" and "Development Budget ", respectively, and attached hereto as Exhibits "B" and "C ", respectively, and incorporated herein by this reference. 2. All parties hereto agree to the following amendments to the Agreement: a. Benchmark shall have the right to sell, lease or otherwise transfer Tract G to any municipal corporation, quasi- municipal corporation, governmental entity, or non - profit corporation provided: (i) Any such conveyance shall limit the use of said land to park and recreational facilities and /or municipal /public buildings or purposes (including but not limited to fire house, water treatment plant, water storage, public parking, govern - mental offices, community recreational center, swimming pool and non - denominational house of worship) in accordance with the Development Plan; (ii) Any such conveyance shall bind the grantee to the terms and conditions of the Development Plan and Development Budget subject to the exceptions provided for in Paragraph 2b below; (iii) Any such conveyance shall be conditioned upon the grantee's agreement to create and maintain a separate fund for purposes of receiving and disbursing funds, relative to Tract G, contributed by V.A. and Renchmark pursuant to the provisions of an agreement between said parties. Such conveyance shall further require the grantee to have said fund audited annually by a professional accounting firm and the results of the audit made available promptly to all parties hereto; (iv) Any such conveyance shall be conditioned upon the grantee's agreement to comply with the provisions of Paragraph 2d hereinbelow relative to the completion of improvements and the expenditure of funds contributed by V.A. and Benchmark in accordance with the Development Plan and Development Budget referred to herein. b. Subsequent to the initial approval and acceptance of the Development Plan and Development Budget by all parties to this Amendment, any substantial change to the Development Plan or Develop - ment'Budget must be approved by all parties to this Amendment. c. The legal description of Tract G shall be amended to conform to the actual physical boundaries of Tract G as they exist on the date of the execution of this Amendment. Said legal description shall be and is as per the Final Subdivision Plat - Amendment No. 4, Benchmark at Beaver Creek Subdivision, recorded in Book 274 at Page 701, County of Eagle, State of Colorado. d. Benchmark and any subsequent grantee shall use its best efforts each construction year to expend those funds contributed by V.A. and Benchmark at Beaver Creek Subdivision, County of Eagle, State of Colorado, in accordance with the Development Plan and Development Budget referred to herein; and shall complete said improvements in accordance said Development Plan and Development Budget on or befo October 31, 1983, �, unless otherwise agreed to in writing by all parties to thls-Acjreement. 3. The Board acknowledges and reaffirms that Benchmark and V.A. by their prior performance pursuant to the prior Agreement referenced herein - above and their continued performance pursuant to the amendments contained herein to said Agreement have and shall fully satisfy any right or obliga- tion the County or other governmental agencies may have pursuant to any statute or ordinance to require Benchmark and /or V.A. in connection with the original approvals of the Benchmark at Beaver Creek and Beaver Creek Subdivisions, respectively, to reserve or dedicate land to or for the use of the County of Eagle, State of Colorado, for parks, or to provide funds in lieu thereof or in addition to any such reservation or dedication. 4. In no event shall either V.A. or Benchmark, respectively, be required to expend or contribute in excess of $300,000 each, in the aggregate, for all construction, installation or improvements to Tract G. -2- 5. This Amendment shall be constured with and in relation to the terms of the original Agreement, referred to hereinabove, provided, however, that in the event of any conflict between said Agreement and this Amendment, the terms and conditions of this Amendment shall control. V.A., Benchmark, and the Town of Avon have entered into certain agreements dated June 27, 1979, which', in part relate to and affect Tract G. This Amendment is not intended to and shall not affect said agreements between Benchmark, V.A. and the Town of Avon relating to Tract G and said other agreements are incor- porated herein by this reference, provided, however, the Board shall not be affected by said other agreements. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. ATTEST: ATTEST: BY n T 3.. BENCHP,1ARK AT BEAVER CREEK, a limited partnership, by BENCHMARK -AVON PROPER- TIES, a partnership and general partner a By: J,-_4e Managing artner VAIL ASSOCIATES, INC., a Colorado Corporation By: (2(A , mu�de_f( rdent BOARD OF1 COUNTY COMM SSIONERS OF THE COUNTY OFD EAGLE, STA E OF COLORADO By: Dan Williams, Chairman 4 v The foregoing instrument was acknowledged before me this /0 7� day of I"�y , 1979, by A.J. Wells as Managing Partner of Benchmark -Avon Properties, a partnership and general partner of Benchmark at Beaver Creek, a limited partnership. Witnes4 !Ty �Iand and official seal. P1,y coo- ,m4ssion expires: �id.gl or instrument was ackn wledg fore m his M— day of 1979, by as President and as Secreta respectively, of Vail Associates, Inc. Colorado co ration. Witness my hand and official seal. My commission expires: The foregoing instrument was acknowledged before me this day of T 1979, by Dan Williams, as Chairman of the Board of County Commissioners, County of Eagle, State of Colorado. Witness my 'hand and official seal. Ply commission expires: M Notary Public EXHIBIT "C" NOTTINGHAM PARK. BUDGET FOR FUNDS CONTRIBUTED BY _ BENCHMARK AND VAIL ASSOCIATES Total Estimated Costs Paid Estimated Estimated Description Quantities Thru Oct 79 Future Costs Costs Park planning $ 1,513.51 $ 3,486.49 $ 5,000.00 Earthwork- escavation, berms, drainane, etc. 30,049.55 7.450.45 37,500.00 Park grooming, grass, fertilizer, etc. 36,297.58 3,202.42 39,500.00 Sprinkler systems and pui'Ips. 78,743.35 1,256.65 80,000.00 Park equipment- tractor, mowers, etc. 11.745.04 2,254.96 14,000.00 Game courts and fields 6 -9 1,780.12 10,219.88 12,000.00 Wooden bri€iges,(10 ft. wide) 2 6,617.83 382.17 7,000.00 Asphalt trails (8 ft. wide) 5,000 -7,000 - 80,000.00 80,000.00 feet Tennis facilities 4 -6 - 150,000.00 150,000.00 Plants - trees, shrubs, etc. :' 300 - 700 - 50,000.00 50,000.00 Sand play lot areas 1 -2 - 30,000.00 30,000.00 Picnic shelters and facilities 1 -2 - 40,000.00 40,000.00 Asphalt parking lots 1 -2 - 40,000.00 40,000.00 Fishing piers 1 -2 - 7,500.00 7,500.00 Control devices - signs, split rail fencing, etc. - 7,500.00 7,500.00 TOTALS $166,746.98 $ 433,253.02 $ 600,000.00 NOTE: Per agreement, the funds remaining to be expended for the park improvements set forth =above will be managed and controlled by the Town of Avon. If the budget foi any of the above items is exceeded, such excess cost is to be borne by the Town of Avon; however, after each of the above items has been reasonably completed and there are unused funds which will not be reasonably needed to complete the item in question, the unused funds can be transferred to any of "'the other above items, if needed, as determined by the Town of Avon. SETTLEMENT AGREEMENT This Settlement Agreement is made and entered into by and between Benchmark at Beaver Creek, a limited partner- ship, hereinafter referred to as "Benchmark ", and Vail Associates, Inc., a Colorado corporation, hereinafter referred to as "V.A. ", this �_ day of June, 1979. WHEREAS, Benchmark, V.A. and the County of Eagle, sometimes hereinafter referred to as the "County ", entered into an Agreement dated April 11, 1975, a copy of which is attached, hereto as Exhibit "A" and hereinafter referred to as the "Agreement "; and WHEREAS, Benchmark and V.A. are now desirous of modifying the terms and conditions of the Agreement; NOW, therefore, in consideration of the mutual covenants, conditions and promises set forth below, the parties hereby agree as follows: 1. The parties hereto shall proceed with due diligence to prepare a development plan and development budget for the completion of recreational facilities to be installed and constructed upon Tract G, Benchmark at Beaver Creek Sub- division, as per the recorded plat thereof, County of Eagle, State of Colorado, hereinafter referred to as "Tract G." The cost of preparation of said plan and budget shall be paid from the Fifty Thousand Dollars ($50,000.00) referred to in Paragraph 3b of this Settlement Agreement; provided, however, the costs of preparation of said plan and budget shall not exceed Five Thousand Dollars ($5,000.00 ). Said plan shall be subject to the approval of both parties hereto, which approval shall not be unreasonably withheld by either party. The plan and budget developed pursuant to this paragraph are hereinafter referred to as the "Development Plan" and "Development Budget ", respectively. 2. V.A. and Benchmark agree to the following amend- meats to the Agreement, and V.A. and Benchmark agree to jointly seek County approval of said amendments: a. Benchmark shall have the right to sell, lease or otherwise transfer Tract G to any munici- pal corporation, quasi - municipal corporation, governmental entity or non - profit corporation provided (i) any such conveyance shall limit the use of said land to park and recreational facilities and /or municipal /public buildings or purposes (including but not limited to firehouse, water treatment plant, water storage, public parking, governmental offices, community recreational center, swimming pool, and house of worship); (ii) any such conveyance shall bind the grantee to the terms and conditions of the Development Plan and Development Budget subject to the exceptions provided for in paragraph 2d below; (iii) any such conveyance shall be conditioned upon the grantee's agreement to create and main- tain a separate fund for purposes of receiving and disbursing funds relative to Tract G contri- buted by V.A. and Benchmark pursuant to the provisions of this Settlement Agreement, and such conveyance shall further require that the grantee have said fund audited annually by a professional accounting firm and the results of the audit made available promptly to V.A. and Benchmark, and (iv) in the event Benchmark shall realize a net profit upon any transfer of Tract G, Benchmark shall share any such net profit equally with V.A. b. Commencing June 1, 1981, any sums due from Benchmark and V.A. relative to the improvement of Tract G, which are required in addition to those payments and sums set forth in paragraph 3 below, shall be paid on an annual basis each June 1 to -2- a maximum of One Hundred Thousand Dollars ($100,000.00) each per year, provided said funds are actually being spent on a timely basis pursuant to the approved Development Budget and provided said funds are actually being spent for completion of facili- ties pursuant to the Development Plan. All payments required hereunder shall be made in accordance with the provisions of paragraph 4 below. C. In no event shall either V.A. or Benchmark, respectively, be required to expend or contribute in excess of Three Hundred Thousand Dollars ($300,000.00) each, in the aggregate, for all construction, installa- tion or improvements to Tract G. d. Subsequent to the initial approval by V.A. and Benchmark of the Development Plan and Development Budget but prior to payment by V.A. and Benchmark of the maximum contribution provided for in paragraph 2c above, notwithstanding any con- veyance of Tract G, any substantial change to the Development Plan and Development Budget must be approved by V.A. and Benchmark. Subsequent to payment by V.A. and Benchmark of the maximum con- tribution provided for in paragraph 2c above, any substantial change to the Development Plan or Development Budget must be approved by the County. e. The legal description of Tract G shall be amended to conform to the actual physical boundaries of Tract G. The preparation of such legal description shall be prepared by and at Benchmark's sole cost and expense. f. With respect to Tract P, Benchmark at Beaver Creek Subdivision, as per the recorded plat thereof, County of Eagle, State of Colorado, Benchmark shall be relieved of any further or future obligation to dedicate and convey said real -3- property to the County of Eagle and /or the local school district for school purposes, provided that, (i) the development of Tract P by Benchmark shall be limited to construction of up to an average of 20 units per acre of employee housing, municipal/ public buildings (which may include but not be limited to government offices, firehouses, community recreational center, house of worship, etc.) and /or parks or recreational facilities; and (ii) V.A. and Benchmark obtain the County's agreement and accep- tance that with respect to any development or residential and /or housing units on said Tract P, such units shall not be considered as having any effect on previously established limits of residential or housing development agreed to by all federal, state and local governmental authorities in connection with the prior approvals of the Bench- mark at Beaver Creek and Beaver Creek Subdivisions, respectively. Nothing herein, however, shall re- quire Benchmark to develop said Tract P. Benchmark shall also be entitled to convey Tract P, subject to the use restrictions set forth in paragraph 2 f (i) above; provided, however, in the event Benchmark shall convey Tract P or in any other manner through the use of Tract P realize a net profit, V.A. shall be entitled to receive one -half of any such net profits when realized to a maximum amount of One Hundred Thousand Dollars ($100,000). "Net profits" as referred to herein and in paragraph 2a above shall be determined in accordance with generally accepted accounting principles and V.A. shall have complete access to all Benchmark's books and records relative to any conveyance or development of Tracts G and P. 3. Benchmark and V.A. agree to amend as between -4- c: themselves the Agreement with respect to the payment of Tract G improvement expenses as follows: a. V.A. acknowledges and accepts the summary of all costs incurred through May 31, 1979, by Benchmark for improvements made to or on Tract G as set forth on Exhibit "B" attached hereto and incorporated herein by this reference. B. V.A. agrees to match the costs as set forth on Exhibit "B" by payment of Fifty Thousand Dollars ($50,000.00) at the time of execution of this Settlement Agreement and by payment of the balance of Ninety Seven Thousand Nine Hundred Thirty Eight and 07/100 Dollars ($97,938.07) on or before June 1, 1980, provided said funds are spent in accordance with the Development Plan and Development Budget for Tract G within a reasonable time. In connection with the use of said Fifty Thousand Dollars ($50,000.00) referred to above, the Development Budget shall provide that said funds may be used to continue the construction and installa- tion of certain recreational facilities (i.e., grass planting and grooming, sprinkler system modifications, access paths and bridges). Payment required here- under shall be made in accordance with the provisions of paragraph 4 below. C. On and after June 1, 1981, V.A. and Benchmark shall pay such amounts as set forth in paragraph 2b and 2c above. 4. All payments relative to the improvement of Tract G and required pursuant to the Agreement as amended, which payments are set forth in paragraphs 2b, 2c and 3b above, shall be paid', to Benchmark, or if Benchmark shall convey Tract G in accordance with the provisions of this Settlement Agreement, then such payments shall be paid directly to the grantee of Tract G. In either event, the receiving entity shall be -5- required to: a. Create and maintain a separate fund for purposes of receiving and disbursing funds relative to the improvement of Tract G in accordance with the Development Plan and Development Budget; b. Have the special fund audited annually by a professional accounting firm and make the results of the audit available promptly to the parties hereto; and C. Insure that all funds paid by V.A. and Benchmark are actually being spent on a timely basis pursuant to the Development Budget and that said funds are actually being spent for completion of facilities and work pursuant to the Development Plan. 5. V.A. agrees not to oppose in any manner plans to develop Section 35 and 36 respectively, T. 4S., R. 82 W., 6th P.M., including but not limited to any applications for road rights -of -way from any federal agencies. 6. V.A. and Benchmark agree to pursue with due diligence and as promptly as possible all of the matters set forth in this Settlement Agreement and to cooperate with each other in connection therewith, including the execution of any and all documents necessary to accomplish the intent and purposes of this Settlement Agreement. 7. V.A. and Benchmark agree hereby that this Settle- ment Agreement and all obligations and acts required hereunder shall be expressly conditioned upon the County acknowledging and reaffirming that Benchmark and V.A. by their prior perfor- mance pursuant to the Agreement and their continued performance pursuant to the above described amendments to said Agreement have and shall fully satisfy any right or obligation the County or other governmental agencies may have pursuant to any statute A or ordinance to require V.A. or Benchmark, in connection with the original approvals of the Benchmark at Beaver Creek and 3 .s . NMI P1 Beaver Creek Subdivisions, respectively, to reserve or dedicate land to or for the use of the County of Eagle, State of Colorado, for parks or schools or to provide funds in lieu thereof or in addition to any such reservation or dedication. IN WITNESS WiEREOF, the parties hereto have executed this Agreement as of the date and year first written above. Benchmark at Beaver Creek, a Limited Partnership, by Benchmark -Avon Properties, a General Partnership, the Sole General Partner By: A. " ATTEST:; Vail Associates, Inc., a Colorado corporation STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) By: WThe foregoing instrument was acknowledged before me this day of June, 1979, by A. J. Wells as Managing Partner of Benchmark -Avon Properties, general partner of Benchmark at Beaver Creek, a limited partnership. Witness my hand and official seal. My commission expires: STATE OF COLORADO } ss. COUNTY OF EAGLE ) Notary The foregoing instrument was ac nowledged b re me this,2 day of June, 1979, by as President of Vail Associates, Inc., a Colora corpor tion. Witness my hand and official seal. Piy commission expires: ?__2 %-0� -7- Notary _ • • ic The terms and provisions of this Settlement Agreement are accepted and agreed to by the County of Eagle, State of Colorado, this day of June, 1979. County of Eagle M-1 CRIC EXHIBIT A A(; ?,i. EPIENT THIS AGREEMENT entered into this llth day of April 1975, auony VAIL ASSOCIA ^E9, 11C. , a Colorado corporation ('Vail") , :.T 8LAVUF CREEK, a Ccicradr lirited c•eartnershin ( "r?enc'ir r-r!: ") and .' LD;,F OF COINTY C0- NISSIC3Er-a OF C303 Y, COLORADO Wie "Aoard ") . 1' 1: 1 l l ,, L, - l 1. 3eSnC'rar): i� th,:r c. "ncr of t. •;al'-(lvision );nc-•n as AT BLAVI:r CREEK acecrd'in(- to Vie recc7rulee, ? %I,-.t for se-ic subdivision filed Februar- 27, 1n7� in Sao) 233 at i rse7e 566, " al, Cr-,!:c 2, -,rtwer 3, in tho cffiec cf the Cler)- an(': recor6cr or Lanle County,', Colorado. 2. Vail it the cwner cf the followln�r- c`?orcri) >ee real pro. „etrty located in Ensile Countv, Colora(!o; Approxi-AtelV 2200 ncren 1;rincr nnut%erly of U.S. fli�-hways 6 and 24 and the bcnch- ^far): at iicaver Creek. null-division locate(, in Section 19, T. 5 S. , 61 h'. , and Sectionz 11, 12, 13, 14, 23, 24, and 25, 5 S. , 1. 82W. of the 6th P. `?. an >hotirn on the Int attac* led bcrcto ns . xhi:)It A. The above 3escribnd real - roperty i4 !,cinr- c'evelo-ecu !)v `;ail as a subdivision known -z,— Beaver Creer. 3. Dcnca: is develcninn twc- annrcx!- latel�r 1 &70 acres contninad F =itnin the Uenchrar ?: at Ij,!avcr Crecl- nu-Div! -ion and Vail is Oevelonini the Senver Creak ,utidivinion. !scncl,:r ar,. anc: Vail 3 nv arnlied for of the isenc`nz�r7: at never Creek and Iscaver Crcc), , su:)divisions re,FectiJely. --Ii(- :3nard Chas a}1i>_oved the final plat for :�eac`z�ar), At weaver €rcc? , .:ch plat is re forreai to in ^etraorr ^h 1 albcvc. K•• .z resrilution Fassci: on F'ebruar- 2r,,1974, the ::c -.arCl a- -roveci the -r:�li:- Anay— plat for be -aver C:re-e).. The ^rclirincr -lot tnc lioard 15 ettac teal to thin ar-reer•e >nt as 4. Aa it condition to the Pnare” a anProval o` the final 01st for verichnark mt iioAv�r Crerl, and the rrelirinar- i•l.-:t. for I Bcaver Creek, the - 'tourd has reruired thrt sn -e cif the lAn(-; `'Oinca ucv"lo ^ed be sot aside for a gcliool site and home of the land be set ani(ie for a par}; site containing r.ecroational amenities. benchnr:rk is willing to Permit the real proyerty eeccritecl cn �r)iii it i� attacheO hereto to Le used for a school rite And to oermlt the real Frooerty de"crlhed on Erhi27)it C r.ttnched hereto to be u!ze�: as a Fare cite trh recreaticnal amenities. veil is wiiiinc; to pay A rort ion of the costs of ccnctructin- the recreational e*r,enities cn the :-�arl- site. =he Ucare it m r.trty to t:,is ar:rr>e-ent ii-. o_car to inc ?.crate itr a,rcva.I of t;iis agree Ant as a!atig rction C) 4.n; o':.,lic;aticrnc '�-nc :mar >. and Fail ray have tc "rrovid'� land and facilities for recreational cl'Zenl tier,, or an?" cth ^r nultlic ^•_,r -osc or t .0 F:ln ir: lieu th, -reof or !n addition thereto in connection with the ai>Froval c•f t` r. Lcnchnar ". at Zeaver Crc,e): and 5cavcr Croeh, su:, - C_ivisions, - :: c ^t as othcrrwise rrovided herein. ;% - —j, ' T' "i: i in eon iidr: ration of the Promises end the rC fcrr^a.ncu of t;�ie r-utual prorises hereinafter set fortl►, the rnrtl e n hcretr r err: ar:rae as fcIIotr r, : 1. School ::ite. (a) Bench art: hen r csee t'ze real nre7ert-1 c.cscril:)ed on I :a!;ibit n an a ncheol cite. =:oard acct+ -+ts such real proFcrty on the terr'.s antl eonditionc zet forth in this ar;reerent. (h). I :enc'i,ar): shall con•re^ fee sirAe title to the real ?ro ^crt•? cieleribod on S>:hihit � }.v r. ?ener3l :.zrran` clee(2 to tic 9onrd cr thn noard'a designee .free and cler•r or nll lic-nn and cnc:::rbr n'cen u7.on written raou, ^_st of t1ka !.ozrc, f-,n%>�cct to t1:e 'cllc�.,'_ngi: (s ) rC r-1 taZ. -;'S for t' le O!" corl"�_ _. ante �•ut.ne ^ur -rnt ear; (ii) cascrr^r.t_, an,2 rirr' Ls cf gray for utilitler, - or for acccn3 of record or ir, cr.ir.tence; r (iii? inelunici, in any si eci al i- ;7rorcrr_ ^t 61ntr3 ct; (iv) the rencrrntiona ar.d conditions: harcinnftur —2— (v) any natter act forth herein. (c) In addition to any restrictions on the uea of the rRal nrope%rty rovided herein, such real property shall not be used for any of the fcllo�fng: (i) parhinn or vehicle storaot, except in con- nection vit'n ♦ permitte6 uses (ii) storage of anv iters cit ter ir n i- arelhc -,use or other airwilir.r `.;uil::in.r or on the ::roan %, excert i>> connection with a ;lar mittod use 1 ('iii) vehicle maintenance or repair, n,:aniifacturin.n or ineultrial _ur_Dosesf or (iv) ariv ;_cur : >cse similar to thone nuncribcd in Subsections l(G) (i) thr.ounh (iii) above. The above use restrictions shall `e covenants running with the land so as to burden the land dcscril >cd an 'r;xhibit Is and to benefit the remainder of the Dorsch- rear)_ nt Leaver Creel: nubclivicion. The heed to be delivore-d =+ursnart to 1(L) shall contain these restriction... (rl) The decd of the real nro; erty 6escri4:r3d on ,:pipit ..13 to Le :ielivared pursuant to subsection 1 (i)) shall contain a ^rc- vision that the crantnr, Lion chrar) :, shall retain the rich: to use suc`i it ro, -,arty as a park site with recreational areni tion in con- necticn :rit% the real property c;escri_seci in L :4ibit C or for other cor�atihle us (tr, expraasly excluding any ilnr)rovc -ant:; of n Lonq -term 1 >er7,anont nature, until cuc:i tiT.,c ns t)ia board or its dnsiynee shall renuire the said real Property doncribed on xhi.bit v for a school site. ?t is er, ?rersly acreed 1)v the parties hereto t1cat t ^e real x rcperty dcgc'ribed on Exhibit h shall )�e used for A sc'ionl ::its sL::;cct to t`ne restrictions contained in this ;,crenr�ent or as a contain recroational a:- c:ryitic "use Ceunt- ant: :Cr.C.;r_ari. Aci ee to exec',itn w!ihtevV -r instr ur"nts ,2 1-•e ne :ems'_ -ary to of fcct t'_:i pur O:;4. in the event that the 5car6 or itri designee shall use the rzdl j'ro; -ert`f Oc7cribec' cn ! xhi'',it i' for rnV purposer; C1tilCr t "'an w provi6cd for in t'.:in arovinion, then title to Aooa rozil ;.rol-erty -3- F 0 0 shall revert to Benchmark or its Is"(- cesaors and assigns. This provision shall constitute a right of reentry for a condition bro %ari. In. the event_titlet to such real property raverts to Bench - r.,Frk, Lenc%nark _shall sse_ such realpro, -crty solely for public r`uraor.es > >. Ocet! of the real rro, -erty descril,ecl nn )',Yhit :it tc }.•e (e1ivcrec' pursumnt to -I u:7rccti(.)n 1 (L•) nhr"11 eontair. n rnsa_ r — vctina L, �enchr�arJ: c' thel righ': tc utilize a portion C),r sUch rPZ1 '1rn- ?ert;Y for t,-.c installation c, _f t:� ter, �leCCriCit ✓, tele"hcnu an•a ot!)er utility service facilitie lervin7 t!)e r,rnc ?)oar3; at ?lcr.v`. r Crt:c'k ctI'_)divicionl provided th :t r.Il *3uci0 °.3cilitio4 are located underground and that s;uca facilitie3 uo not ur.rcarcaz',l interfere with the present or inteneied uqe of nuch real - ror,crty t'le t?ic -1 owner theroof. i2:t- installation of such facilities shall ',,e colel- nt Benc:7:nr.rk1s c.%- ,arse. -lie !,*card, t t.. or the heirs, rQr -oval renrenentatives, ruccencors ar"I ^ci c7 ns of t_'ne hoard fir tirn Board's elAsicno.-e s'.:all upea rer'uest orrnt ease -. nnts to t- er.c:�r nr} , ti >ithcut coat to yenciir".ar): I to 0ridcnce thin rescrvation. 2. Ccn ;truction o: Fecrentional T.r^ (,ni ti e, ,.c..r.ar'r shall coast --ucZ or cause to he constructee, on the a rcl ^ _pro; crt y dcscri;.jed on !:'xhjbit C, certain ecrcr� cnal ar'sun. n r t! � hits •« �e_. and ns reo.uostcd or re ;uiran },y, the �oE�rd and the _ r• lannin- Cnf,Ti 7sion of Ea; le County, Colorado. 7m and all cf cuc.) is o� cr tional r��c)zities c`Ial be hereinafter re ferrc.c! to as t ?)fl T'c- crpttionRl 7r'enities. she type, derir?n nne, extent of the re t cre� Tonal AreniticE shall be All detere,ine(i uv ownchr• ark. 3. _sti). ete cf Construction .1.,o.�. ;= rio_ to tar_ construction of any rortion cf t'.:e 'fcr�r.tic.r.nl .tnit.�r, �enc`I7ar'_ ssalj %u'_)r_it to tail a r,rcli�ir:rry tyd t SPttin^ Fc. -tit estirated coat5 of cc:nnt_'uct3on c4 _ at s'ortior, o! the ational AMOrliC -'eri :+onc`.inark wis!ics tc, con .trust T! c !.udg'tt is su"ect to t'ail's zt�, ;�raval, .hich aanr ox, al s?Iall aot 1,e unreasana::ly ,, ithheld. I f :ail dues not dica-;.rc,vr of the '3ud9ot in ' writing within 30 days after its receipt of the budc.ct, Vail nhall he conclusively deemed to have at, proved the BUILiget, If Lail divapproves of the 1sudget., tail's disanproval shall be in writing and shall specify Vail'g r©asoneLle estivate cf a `~ -udaet for ti.e saturated costs of construction of the Fecreationa2 l:rienities ber.chr. ark wishes to construct. if Vail c1_seprroves the hudclet, Bvnclimmrk :any either (a) revise the T <u(:cct ant: resul.mit i.t to 17ail for mj= proval nr (L)) r,rocced Frith t }!e cOn!;tructinn of the it`creatinnal ,`_,cnitiL3 it- lines in t'1e audnet rubritted. l.nv resuhwittnl of taa i�ih�3t shall `>e rov©rned be the , rocedurz sn set forth r3h,c_%,r: for the original nub:rittal of the Fud.Fet. After the bud(-,et har. `)eon ap,rovmd ;_;y Vail after the ori7inal nshr.ittal or nn-., rcau'- T- ittel, LenchD ar;: shall nroceec ith the construction of ti;e Tecreational A ^c niticn Fr`;ich • -'erc outlined in the ;3uc,7c;et. 4. of Construction t`xncneses. (n) l)enehmar}: iai I1 x�c t'le di3uursinq anent for the navr.,ent of all e::7,en5A3 of �,Iannini: and construction of the Recreational ,,n)cnitiav (tr.e "t?�cz_:etin�lbl', 7.- unities ixppnses ^) includi:t; but not limited to nrc;,i tact-:' `des, construction costs, 2,ondinr; cc-_t;, the costs of all used in the constructiol, Of t }►e F.ecrr�ational 1�.r,enities, t"le costs cf constructioi all nticessar- ror_css and utilities, and utility tap in fees, ; -,stt e%cludinq nnocifieall•, the follovinq indirect expenaess land acruinition costs, ler:a] fees and thn costs of the financing of tither the !and acnui- siticr, or t'-,e construction of the Recreational Ar�:-r.itien, Which finaacin�; coats incluue lout are not limited to loan ccrs-,tr cnt fear, interest and .,Analties. fail rn;ll >av cne -half - ecrcE:tional :� amities x :.e r.• :o_ ^> r �� ter-. n. ,4.•� , x_.00, nic. ^.ever s Iesser, an` ijctn c r _3 : 311 A" t C' :lr' Tel- .fincir'T c.. t'Ie iecrtaticnal i. :LCni tier a ;;9 L-e:7 (b) Fail c`,all VAV its Portion of the r.Ecreaticr.al Amenities = x;.Qnsen (an . :rrterr,ineci nurounnt to sul,section 4(a) a? ora3 on Lhc follo-.,_n terns and condi ticns s oter^7ir.ation `f a: e_hnlf of t'.ie Recre- ational : +r.enities Lxpenacs shall be made by taking nno- iti<sl:' of -5- 0 the aura of the following at.ountst (A,) the budget or Budgets re,presentinq an ossti hate of tt.c expenses of constructing the Pecreational Amenities as approved by Vail pursuant to section 3 above or, It Vail has di sanProved of one or more Budgets in the r. anr:er set forth in section 3 &hove and Benchmark haR proceeded vitb the construction of the recreational F.i er.ities outlined in the kudget, the deterr..inr.ticn of one -half of the I:ecreational ?,7- unities Exnenses shall be rode ny taking one -half of the amount of the ud (;et su:,rAtteO ti.F Veil in the r:anner set forth in section 3 al.ove after itc disapproval, plus (3) t`le e count of all cost overruns actually incurree in the construction of the 3)ocreaticnal Prcniticn, tiut only to the extant that such over- runs are nc=ual to or less t*jan 10% of the Budget for the Portion of the Recreational Amenities in which such cost overruns were incurred. (ii) until Vail has paid its portion of the ?recreational A- .enities Expenses, Bench -mark )hall subr. it to Vail all statemonts pertaining to the ?recreational 7,mcnities i'Y:ren.ses a: -:all, within 30 dame after receiving each such state - n.ent, e'_ther (A) deliver to Benchmark a check for one -half of the ar.ount of such statement or (13) refuse payment on the grounds that is Vail's3 reascnable judgment the statement is improper because the services, uaterialc or supplies covered Ly it have not been rendered in accordance with the Eiidnet for the Fecre- ational ,.ro.ni' tics beainR constructed as ani) roved by Vail as set forth in section 3 al)ove, or, if Vail has disapproved of the Pudget, ?-tas not rendered in accordance •:ith the ?audciet suhritted },v °ail in the runner set forth in section 3 above after its c'isn- :�roval. I f t' -! I rep u nes to -a-f one -`,alf of the �mcunt of ar. ctmtc^ent , -urn ::ant to r.ubsection 4(r.)) (ii) (B) alocve, Pcnch- r,ar): r.htall r a -, such ntaterent and either adrAt that no Portion _ of such stater -cnt is pavable by Vail or reserve judgment on the rucntion of whether cze -half of the nrnunt of such stateror.t Is ;,al&ble toy Fail. After completion of the construction of the recreational T.ronitiea, Eench:-.ar): enC Vail nhall review all -6- contested otaterants not previously resolved and atten -)t to teach an agroemant with resoect', thereto. If Benchmark and Vail cannot a,7ree, either Penchmark or tail may submit the rattar to arbitration as Rat forth in section 7 below. (',iii) During the tern of this agreement, Vail shall be ref,uircC to pay up to an nrjgrAgatc ar.ount of $400,000 of the T,acreational Amenities Ex,)enses. In an- one fiscal vonr of Fail (which for the purpoics of this agrccrcnt shall -can the 12 month period ending A, ^ril 33, whet)ier or not Vail ra< chanoa its fiscal yaar in t'ia future) , Vail shall not be re,-uired to -%ay r.:ore than 11C"J,000 of its ;^care of t!1e Recreational �.-�•nnitizs Expense.,. if Vail iliall ?`e lisble for the ;,ate rant of tl ?r_ acre - ational 1,7cnitics _7xnenses in excess of $103,000 in an-i fiscal year, V :iil s all -,av Zench park ur, to $100,000 of nuc'Z cxc:!sa within 3^ 1<ys after the end of ::r:ch fiscal tear. T11c1 rer,Ainder of such excesl- s:iall be naic to Benchr.ar). in one or rorc of t'.e next fiscal *tars, .ubject to the lir:'_tatior, tli4t `,'nil ni:Ell not be reouir(,0 to n -,F ^ore t,) an $100,noo of its n1:are of ;ROcrcntion I .,*.Icni ties in any cne Fiscal vcar. (iy) :lotwithstandinr any other z�rov:.sian of this a0reemont tc t je contrary, until Tail ha receirec a-nroval frcr.. the United :;tate5 Forent Services for ^ conditional nreciel use permit for skiing on laAd adjacent to the Lcaavcr Creck .u`.iaivision, during the tern of this agreerent Vail s'inll he rcuired to pa.v only up to an aggregate amount of $200,000 of tl)e Tccroational Asrenitias Lxncnces and Vai 1 shall not bQ rec-uireO to onr * =cr e than 11"50,000 of its share of the recreational ,r�enitics in any cne fiscal year of Vail. in t`zc fiscal enr of rail ii: Which `Jail rcceives a- ,- ,rr -r,1 of n - r`-: cor.citiC:nc1 r- ecial u; -e ;�err.it, Vail 1 S:7021 n(-t bc - cruira( to -.av rorc than w100, 00 of its sharo of 'cscrcati or) al :t enitie ::xr•ensan as :-)rovidPL`, ir, 3ubsoction 4Pa) (-iii) above. (v) 'Zotti;ithntandincg anv other :irovirion of this agree�ent to the contrary, Veil shall not he eblir:ated to rake any payr,ent of the Recreational rroniticr, rx--cnaes to Dnncl)r.ark until 3� days; after the and of Wail's first fiscal ear in v`:ich -7- it receives 550,000 in groan revenues from the sale or lease of land or buildings or ;.ortions thereof located in the Deaver Creek subdivision, other than such 5ross revenues resulting from a sale in ?)ulk of all or cubotontially all of the land located in the Beaver Creek s'u!�division. Fail shall nay Benchmark t'ail's share of the Recrcaticnal :.renities Er- ,ensen accrued to the er.d of Wail's first fiscal year in which such arons revenues are received %,it!:in 30 days after t?ie end of such fiscal year, subject to the limitation container_ in subsection 4(b) (iii) ahnve. S. F-ccounr^ent of F.::pensFS. (a) Fiench ^ark shall use its k,e,t ef`oz�t, tc recou.n th!e Pecrnational x.manities t'xrenses tl:rouglA the sale or lease of the park site and the Pecreational Aaenitie: to airy local governrental entity, non- profit corporation or any third part-Yr. lienchnarr shall ne!ek to sell or lease the nark site and the F:ecreatienal knenities so that the net proceeds from the sale or lease is ecual tc or grenter than the full a_nount o` the Recreational A^enitie^ Expenses. All other terms and conuitions of such sale or leasinq shall be as detarmined solely Vail shall cooperate with 3enchrark in all respect- rerareinq the sale or leasing of the park: site anu the Tecreational P.r�enities, but Vail shall not be required to pay any of the ex, tenses of such sale or leasinq.� One -half of the procce,3 : of any sale or leasing of the T ;.ncreationr.l 7 renities small be ;-,nisi to Vail as such proceods 3r,e received in order to ' rein.`_ ursc Vail for the portion of the ?'ecrnatlor.al Amenities ix_^ernses paid by it until nuch tire ao Vail s!sall : e repaid in full and the rerA1r.ecr shall be paid to benchmark. (h henc:ic: ark Sts -11 be entitled to cause a quasi - r:unicipal recreation district or a non- profit corporation to 17�c fors~ee for t ?.e 4 ur; one cf owninq or 1pnainq and aperatino t`ie re- creatinnnl Ar,enitien or to cause an exietina recreation district to annex the real property described on Exhibit C, the park site. The houndary of any recreational district Formed or which annexes the park site shall include all of the real property described on Exhibit C, `_ut shall not include any of the lseaver Croev. sub- division. veil shall caonerate with Annchnari. in all respectn -8- revardinc the formation of a district or non- profit corporation or in connection with such annexation Z)ut Vail shall not be required to pay for or assumes any liability for any of the expernscis of such formation or such arrnexaticn. (c) If Benchr.ark does riot sell or lease the nnrl. site and Tacreationtal T.cnonities to a recrnntionai district, non - profit corperation or a tliirc: +); -,rty, i:encl,rsrl: slsall operate thie :.az1: site ^acreatianal r,iticn at 3t:_ sale cost and exrense. Vail shall he ;air.? one -1�nlf Of net rcvr-r.uccr; ar,_sinc l'`.* virtue of ^enc? ^ark's cw7_,ershiP and operation of ti1c ��nr }, site Rnc? Fecrenticr,al ',i�cnities as- auc', arcr receivc�c in erE3�r to re f _...�,:. -.._ ��''or _._tl-1C'_por.tic~z.o °_ „_T” i'CC- G.`.t10 ^7`l �p�rryt:n� tii'C as '✓aiI r,hsll :�c -� pall in Full apes - the rnnainoer z',nll ::e rti,c7 to L1,;,•nch^-.arl-. u. for 11�;e of recreational Amenitics. rack ray cparce such rates, foes or ot`►cr ch,zirgns for t })e .I-;c of the .earl_ site and �L_ccrentional :tt,cnities an in CC -T-,ce a1 , . rc,,ri;,te by �:cnch—narh.; rov:idecl, 11cwever, that th^ c`isrncc for r��iYcr.t_ and quevts Gf t',c }Icnch ^7Srl, ^.t 71eaver CreeY Iili�iC 1Vf °lOn `�� 1 Elie t-c fiiz is af: tliC charges. for residents ane Que3t!� Oi the :3F aVCr 7. Arbitration. Vall Jrn('_ Eenc`:r ^arl: her^_?-�v subrit ail controversies, clair.!g and ratters of difference to nr`,itrat_o� in *ail, '`olorbdo, accordin7 to the rules nnci - racticr�s of ih_ Ar.erican r' itzaticn Association from tir-.e to tir,C in forcc. This :ul)r-:ission and a ^reen,ont to arl-4tratc shall >a sn�_ci`icr_l on£orceaL,le. ,it)_:out lir-itino cf the the al cc- zsic :crec: cc :,trovr.xni�� Ca} all -'veF�t y1�.IAtinc �o f', xc;c'� cf rr.. c; 1:ic.r., •w'arrantj- or cCf,,'2ticn }l ^'•�i ^,r(�Z, (' -) all rc2n -lino to - representaticnF, ne(- otiaticns cnc et`7cr :�roceec'inc :s Ic_r.r'1nc• to the execution hereof, (c) failure of either -art; to or reject a clair: or derand of the ot`,er part,,-, and (d) X11 ruc�ticnc as to wkether the right to arbitrate any -Lennon er.ists. -9- 0 0 ).rr,itration may Proceed in the absence of either party if notices of the proceedings has been given to such party. Costa of arbitra- tion shall be Iorne errually by the parties. The parties aaree to abide by all awarda renderee in such proceedings. Such awArdn shall be final and binding on all parties to the extent and in the canner provided by anplicaL,le rules and statutes. Lwards may include but are not li ^ited to awards of money jucice =rents and awnre7, decreeing resseiRsions of contracts. All awerdrs srey be filed with one or nare courts, state or federal, havine- juriscic- tion over the - ,,arty n(]ainst 'vhon such awards are rendered or his nronerty. :to :party shall be considered in default hereunder during the pendency of arbitration proceedings to "c:' tefault. a. ;satisfaction of cblications. The Hoare', by its execution of this agreement, hereby acknowledges that the performance of the tern.:: and conditions of this agreement by Vail and Benchrarl, shall full- natisfV any riy?it or o`aligation the Board or other governmental agoncicu -may have ender any statuta or ordinance to require Vail or in connection with the approvAl of the 3enchnarl: at Bnaver Czaen r�nc beaver Creek subdivisions, to reaerve or dedicate land to or for t!in use of !�ag1e County, Colorado, for parl:s or schools or to provide `andz in lieu of or in addition to such reservation or dedi- cation. As long as the terms and conditions of this agreement are being perfor:.ed or !lave Latin performed by Vail and Benchnarh., the Roard shall not reruire any reservations or dedications of lands in addition to those provided for erein or any payr..ents in lieu of or in aciciition to any sued reservations or dedications in connection 4,ith t`Ze zcn )rc-vr-1 of the :ienchrark 'at Beaver Creek and beever Creek �u`,divisicn yNcept `or cieveloi�r,ent�- :;hic!l werr not °?,own on the a rrc,vcd rre irAna ^� ry la ^sr 9 `intices. 7.11 notice$ re -iuired under this acreavent sshall `e gSer. Ly r_nd delivery or by registered or certified nail, hralaaie, delivered an follows -1Q- Y. If intan4eri for benchrark to: BCNCIINARK AT DCAVEP, CF.S'R T. O. --ox S Avon, Colorado BIG20 Attt A. J. Wells I€ intended to Vail tot VAIL ASSOCIATES, I3jC. F. G. Box 7 Vail, Coloradc 81657 1.tt t Frederick, S. Otto, 'r:,rr. : ;it'd a copy to: iU:,t �Q13ER ^.S L O,dLrI 17,')n nroadwa,t ! 1U ! t e 1010 _)envcr, Colora, ?o 80202 nttt i'ar!: E. I f intcn(le -' for t'ic "mare tot sc.ard of County Cormistioner,� r>f EAcle County, Colorado Frr�le, Calc,rac?o 81(-31 = tti r ea' >v to: iiurh 1'Ardcr r31r. 31 L11 notices r„ X11 '�c con siuered effective rn1r Yhcn actutlly rccciv,d. :,ny party, n'o'tico no Civon� :'a'! clan!] ("E: t`•lc to h•11ic!' future notices shall te rrr -nt. la. Cn2tan ^_ou3. 03) Punc:i --art: I' °.= not £58ir2T2 its ti;G - -,rior *ten con,;cnt of C'311� ��2C.; con—ant sh..11 not herein, t'lis a�-rC+'r,ent tell lac `~inCi.nq 7cn end inure to the i,enefft of the r1artios iiercr.o and t;tPir SC3rCC�iv!? ,uC'ceFscrs -tnC. as7iinns. (c) This auro(,r..cnt, tonctiter wit:l In +r exhi' it Attnci,Qd `:creto, contains the en tire acroement hetser*en the nar.tic� an(-', not 1�e S ^Odi fie6' =rt Inv rannor oxce ?t !y an iT .trunent in eritinq ti,:llcd 1�7 all r`nrtico. (e) ':h-2 r,ection `scadin:,s me insert(,r° cn1%, or cc refer: -ncc anc < ?o not define, lirAt or -)rcEcri_bt =_ � ;e �,co;�c of t�li �� -e c-- ^at or �n• �.; iLit �ttac�.t-' hereto. ,ire- t'_re ''r, =:ru to a ^gave an'.' cr.tir,r. tt; %rEOf t I.cArd err r e ^slv re ervinq ft rjq'.t hnC C.i�il ^c >`1(�l �O YC`lin� Ci: lAnR ^lTfliBn t tCl "ction 89 -1G- -1 vt e;QO 19E3 C ^:: as nmr!ndt-e. (�) :':e raliCitr cnd effect of th4s acrecrent shall ):C construed under and coverned by Colorado lair. -11- 0 0 FXLCIUTLf) as Of the date first above written. FAIL A--SOCIATES., a Colorado corporation ; T I L ;Ti ti:._ =r t i i n r 7. *-i ertner act 1: - ?" T.: :� C !- C ID 1, TT a r., Cunt%, Geri ,e rs !,&rtner in -,Ict / -r,ra1 ";;rtner t t =ac:. inn Ronald L. McCaughan,' Donald- J. Peterson, t ;% Gary.- R-- c S,tevens act 1: - ?" T.: :� C !- C ID 1, TT a r., Cunt%, Geri ,e rs in -,Ict t t =ac:. act 1: - ?" T.: :� C !- C ID 1, TT a r., Cunt%, Geri T • EXHI P l'1' A (Attached to and m, -,de dart of an Agreement between Vail !Associates, Inc., }3enchmark at Beaver Creek and 'The hoard of County CoT-,Lmissioners of R_ Eagle County, Colorado, dated - G7,r. t 1E -�� ` ��.�� -'!� '� t, I H! c ��•.-- cu;�i. �� f�� fir. �t, � 4 _ E tc�i i jt s 1 1 / . PVT] i 1? i 'r ii (,Attached to and made Part of an Agreement between Vail Associal_es, Inc., Benchmark at Beaver Creek and The hoard of County Commissioners of Eagle County, Colorado, dated LEGAL DESCRIPTION A parcel of 1,11)d ly.in <} part.i ;Z11y w i. t:ll.i n G, ),lock 2, Penchmar.l, at L'c;�vc�- Creel: :;nhdivic:}on, 1:;�l � le Loun Ly, Co1orl'ido, acing more particul�jrl_y dc:.c.ribcd n; follow3: 13cdinnincJ ;IL t lc cc,.l:nc�r of '1'r;,ct Ca, 13aocl; 2, Bc,nclunar ?_ at Beaver. Ci-ecl: �;ubdivision, slid 11,0ant heing on the northerly ri <llit -c >f -way o£ the D. R. G.11. lt;j i.l r.o;ld and on tle ea_:terly _night- of: -W ;;y of Deaver Creek Boulcv;ir�2; ta,cncc nortl�- erly on the c'asi:r t ly ric,}zt - o -way of Beaver Creek Boulevard 'the following three cou-rs es : <a curve to the left hav :i_liq a rod i al lae,;1 ri nd front the al-)0\10 Point -to the canter. oI: curve of North 69 °22'S4" 1 "foot., a cen'Cral_ candle of tt °.;5'12 ", it radius of 390.00 .feet, all arc 1cnf 4il1 01 58.45 feet io a jaoitlt of tZriigcncy; (2) NOrt -1] 12 001154" Last a dist1lnc0 of 421.00 feel to a point of curve; (3) along �,r, _c1_ curve to t:he i-i(lht h a ecntr;)l ancllc of 24 °45'40 ", a radius of 498.40 feet, an Marc lerncith of 215.30 feet; . dis,�ce t]ience South G0 °38' 2G" of 6613.13 feat; thence .5011 i 24001152" wc!,;t .a dj-Lt Incc of 565.71. IceL to n point. on the norilhorly riYht -of-%,Jay of the D.l:.G.W. lt;ii' read; thence westerly on the na.,: Lhc,i.'ly _ri_cPub- o,: -��<ay cif the 1). R. G. U. Railroad alomy ;l cui-vc to i:he left having 11 radial bc;jr ind front the abo\,c p(-)j nt to th(1 ccn Ler. of cu)vc o t Soui.li 24 °0_t' ;2" h'cst, a cunLrol Zinq.1 t� cif 1..1 117 .a r;i,iiu:3 of 2'a 14 . (, 3 feet., an arc len,jt i of: 574.84 1eeL to ill(, pc):int of laeyinniny contain- ing 392, 04 0 sduare feet, or 9.000 acres. 0 EXHIBIT C (Attached to and made nart of an Agreement between Veil Associates, Inc., Benchmark at Beaver Creek and The Board of County Commissioners of Eagle County, Colorado, dated Afr.l /l //7S 1 LEGAL DESCRIPTION A parcel of lard l.y.ing 1)arLi;,I.i_y �r.ith jn ),ot- 6, Lot "1 and '+.'r_aCL G of 131oc): 2, Hcnchmark �)t: ;-3(-"Rxrc�r c'? c c): f ;u ?x3:i v:i, Eagle COO- --:ty, Colorado briny more pa)- tict)l;!rly described as follows: Conunencir,,4 at the southwest corner of Trr,c:t G, 2, 13enchmrtr)c at Deaver Creel: Subclivi.si_on, sa.j�l point lae:inc3 on the norLher.ly rigid --of- -way of the D. R. G.1; . Rail. i :o;tcl and on tl)c easterly r qh L -of -way of Deaver Creel: i�oule,v;,rd; tltonce no,l ti)- erly on the eantnrly right-of-way of Beavor Creek Doulev ;ird the following three courses: (1) along a cur..rc to Ule: I.cft },ay.inct a r;,di.al he;tr.ing frO;ll the 11)ove point to -the C .ej)tc-17 of curve of North 69'22'54" VInst, a ccntr;,l ;ingle of 08'35'12", a .radius of 390.00 feet, all arc lenc3Lh of 513.45 feet to a point of tangency; (2) N10 -i-th 12 °01154" EasL a distance of 421.90 feet to a poill;- of curve; (3) along s;,id curve to t])c: r:icl)i: h;cvi,1<1 it ccnt3.-ll anc)lc of 24'45'60", a radius of 41,1,",.40 fceL, an arc length. of 215.39 feet to the true point of l-�eyiiuiiny; thence Continuing nn the c•as terly ric3ht- o.0 -w,)y o f peave Crock L'oulQ-va)-c3 �1lo)ig s�:i.c1• curve 1-.n t:he r.i c�h t. havi ny a ]: tr;)1 angle 99.9 of 4�;; th( 8 ", �I ra,Iius of 490,.40 fcc >t, all arc 1cnc7th of 399.97 feet; tl:c)-�c:c Sout -h ? :) °23'43" of 406.82 feet; thence North 57 °49:0" E;t,t a di.st:ince Of 225.00 feet; UIence S -Olith 85'1.6'42" Fast a distanco of 780.00 feet; thence South 31'53'44" }; ;)st a disL;)ncn of 1.03,1.95 fact:; thence forth 59°'_0'02" Mist a di-:;tancc of 581.68 `:cot to I poij,t. on the wcs Lorry )- ght- o.[` -rjay of Bo ;tver Cracl: )�c>ua.c:�/.��:d; thence Sou i�) 27'05'23' )'.;,::fi al_on�1 the ��rc�s l:crl y Ij ciht.- cif -w a,,' �>>: Beaver C.rccl- Dou 1 evk-,rd ;i di:: Lznc c of 2 60.00 f coL; Ui cnCe SouU) 62 °54' 3'1" t;r st a dist;inc e Or 4'�9. 1 "1 f(,c:t; L)t(�)ce Sc)t,tli 15`0"/'25" kq,,,t: a disLancc- of 543.90 lcct to ;t 1>c,int on the northerly rictht' - of --Way of thn D.R.G.W. 1tz,ilxo.,d; thence along the northerly of trig D-R.G.tJ. Railroau the fol- ' -owing four courses: of 1 08. S6 f�CZCk; ( ?.) North 0 ^U';'.1 (i'' ol. 26. t*,5 foot; (3) SouL,i ,ty °':p'4 <i" ;;�:;t. a dic:t�„)c e of (4) t1ort h (,;t1' ftl;" hest a u.i:Aance of 1779.33 i(-!ct to a pO:ic)t of. curx;c; Ulence Nort.li 74`e.l'!;2" 1,:�:;t: r� C1�:;L;1t1CC' of 'A6.71 f.o'et:; tJ)c,)cu North GU °3£3' 2(," i,c::,t- r, cl.i:;t.�;i�Lr. ,�i 661;.13 fr.c.•; - to Lhe t.ruc point: of Z�4cy.in:,in�� con L iit)i»c3 1,975,010 scivai�u feet, or 45.340 ;,ca 6 P IN Cf) rt r . : C.� V-1 Ql EXHIBIT "B" Benchmark at Beaver Creek Subdivision Cost of Improvements made to Park and Recreation Area Date Payee Description Amount 5/28/74 Nottingham Ranch Co. Excavation of Ponds $ 119830.00 5/04/74 Marlon Nottingham Labor - excavation of Ponds 44.95 6/14/74 Lincoln Devore Geophysical Examination in Lake Area 212.50 6/17/74 Marlon Nottingham Labor- excavation of Ponds 94.55 7/01/74 Steve Boren " " " 1.80 7/01/74 Marlon Nottingham 20.00 7/01/74 Lee Hopkins 5.40 7/08/74 Nottingham Ranch Co. Excavation of Ponds 6,194.50 7/08/74 Nottingham Ranch Co. it It 4,245.65 7/15/74 Arnold Nottingham Fuel for above excavation 81.83 9/09/74 Benchmark, Construction Inc. Excavation of Ponds 675.00 1/11/74 Eldorado Engineering Pond Profile 31.00 6/02/75 John Wheeler Softball fields, Pond 67.64 6/09/75 Benchmark Construction Inc. Ponds and Drainage 474.38 6/24/7S John Wheeler Basketball Courts, Softball diamonds 76.66 7/10/75 Benchmark', Construction Inc. Ponds and Drainage 99.00 7/10/75 Bob Churchich Two softball backstops 10158.44 8/22/7S ABC Game Co. Two basketball backstops 193.94 1/10/75 Nottingham Ranch Co. Basketball court 283.44 5/17/76 John Wheeler Design of park improvements 27.06 6/02/76 it " " << 11 72.15 7/20/76 " It Design of Lake 90.00 3/14/77 Wheeler Piper Architects Lake & irrigation planning 151.50 3/15/77 it it Park planning 210.00 4/18/77 " " it Master planning recreational facilities 380.00 6/11/77 Universal Tractor Co. Purchase of tractor 9,004.21 6/16/77 Wheeler Piper Architects Park planning 140.00 6/16/77 Richards Engineers Staking park area 429.00 7/01/77 Chuck Fitzgerald Park labor - payroll period ending 6/30/77 172.01 7/06/77 Tom Fulton it it " it it " 594.81 7/14/77 Wheeler Piper Architects Park improvements, irrigation, acquisition of tractor 2,523.34 7/14/77 United Lumber Flagging materials for park 14.16 7/14/77 Richards Engineers Set south lines of Lots 3 & 4 bordering park 150.00 7/18/77 Tom Fulton Park labor - payroll period ending 7/15/77 407.56 7/18/77 Jeff Lutz, +r rf it it ft it 751.00 7/21/77 Peter Pritz Park labor - payroll period ending 7/15/77 40.00 8/01/77 Jeff Lutz Park labor- payroll period ending 7/31/77 550.75 8/01/77 Tom Fulton it it V1 It it it 396.54 8/03/77 Universal Tractor Repairs to tractor used in park 70,00 8/15/77 Arnold Nottingham Sprinkler System 1)687.50 8/15/77 Collett Enterprises Fuel for tractor 108.90 8/15/77 The Warner Co. Sprinkler parts 10936.07 8/15/77 Foster Lumber Co. Rakes & Shovels used in park 68.77 Benchmark at Beaver Creek Subdivision Cost of Improvements made to Park and Recreation Area Date 8/16/77 8/16/77 9/01/77 9/01/77 9/02/77 9/09/77 9/09/77 9/16/77 9/26/77 0/03/77 0/17/77 0/17/77 0/17/77 0/17/77 0/18/77 1/17/77 2/19/77 2/19/77 4/26/78 4/27/78 4/28/78 S/05/78 4/09/78 S/12/78 5/17/78 5/I8/78 6/02/78 6/02/78 6/02/78 6/05/78 6/14/78 0/16/78 6/19/78 7/01/78 7/01/78 7/01/78 7/06/78 7/07/78 7/14/78 7/17/78 7/17/78 7/17/78 7/18/78 7/19/78 7/19/78 Payee Description Jeff Lutz Park labor - payroll ending 8/15/77 Tom Fulton it If tl it it Tom Fulton Jeff Lutz Arnold Nottingham Interstate Towing Vail Auto', Supply Jeff Lutz Benchmark Hardware Jeff Lutz' Jeff Lutz E -Z Rentals Foster Lumber Co. Arnold Nottingham Wheeler Piper Architects Arnold Nottingham Arnold Nottingham Arnold Nottingham Eagle County Bldg. Dept, Jeff Lutz Dave Coburn Wheeler Piper Architects Foster Lumber Co. Jeff Lutz UPL Inc. Tom Fulton Tom Fulton Foster Lumber Co. O.M. Scott & Sons Arnold Nottingham Independent Lumber Dave Gaines Tom Fulton Dave Gaines Nick Allred Tom Fulton B & B Excavating Jeff Lutz UPI, Inc. Tom Fulton Nick Allred Dave Gaines Dave Gaines Tom Fulton Nick Allred if it if if 8/30/77 it to it it 8/30/77 Sprinkler System Rental of trailer for use in park Tractor maintenance Park labor - period ending 9/15/77 Misc. materials for park Park labor - period ending 9/30/77 Park labor - period ending 10/15/77 Tamper rental Misc. materials in Park Sprinkler System Park improvements Sprinkler Tractor work Sprinkler System Bldg, permit for Pump house Labor to 4/27/78 on Pump house Labor on Pump house Pump house drawings Materials for Pump house Labor on Pump house Materials for Pump house Park labor- payroll period ending 5/15/78 it if it to tt 5/30/78 Materilas for Pump house Seed $ fertilizer for Park Sprinkler parts Materials for Pump house Park labor - payroll period ending 6/I5/78 it it it tt tt it Park labor- payroll period ending 6/30/78 if it to it it it I t I I It 11 Concrete for spillway Labor on Pump house Materials for pumphouse Park labor - payroll period ending 7/15/78 it it it n to to I it I et I Park labor -Addtl pay " tt it It it it n it et n - 2 - I n tt tt et u Amount 237.92 407.56 440.60 81.33 16,943.94 81.73 39.55 115.75 33.22 109.49 162.67 27.81 4.91 34,219.99 40.00 9,351.01 210.00 199.51 41.25 281.25 77.50 220.00 163.01 86.25 204.79 324.45 47S.86 650.63 8,946.17 958.63 165.94 162.22 448.82 105.44 514.79 428.27 406.84 127.50 128.88 380.67 257.38 365.54 112.47 95.19 73.54 - 3 - Benchmark at Beaver Creek Subdivision • Cost of Improvements made to Park and Recreation Area Date Pee Description Amount 7/26/78 Hess Electric Electrical for pumphouse $ 3,606.70 8/01/78 Dave Gaines Park labor - payroll period ending 7/30/78 105.45 8/01/78 Nick Allred " " it it if If 420.56 8/01/78 Tom Fulton " It it it if it 544.26 8/02/78 Arnold Nottingham Sprinkler system labor $ materials 1,297.01 8/04/78 Jeff Lutz Labor on pumphouse 123.75 8/10/78 Moutain Metal Sheetmetal for pumphouse 486.00 8/10/78 Craig Phillips Park labor 42.50 8/16/78 Tom Fulton " " payroll period ending 8/15/78 258.75 8/16/78 Nick Allred " " If " it it 390.69 8/17/78 Jeff Lutz Labor on pumphouse 375.00 8/25/78 Terri Nottingham Park Labor payroll 511.50 8/28/78 April Nottingham Park Labor 162.25 8/28/78 Monica Gass Park Labor 20.62 8/28/78 Kim Nottingham Park Labor 30.25 8/30/78 Jeff Lutz Labor on pumphouse 474.00 9/01/78 Tom Fulton Park Labor - payroll period ending 8/31/78 428.27 9/01/78 J. Hentschel 11 It If it it to 162.22 9/01/78 C.C. Quinn Work in park entire summer 2,218.50 9/06/78 Arnold Nottingham Tractor work in Park 1,090.73 0/12/78 UPL Inc. Materials for pumphouse 138.00 9/19/78 J. Henschel Park labor 646.20 9/27/78 Independent Lumber Materials for pumphouse 1,228.70 9/27/78 Collett Enterprise Fuel for tractor used in park 92.24 9/27/78 UPL Inc. Materials for pumphouse 465.80 0/10/78 Independent Lumber rr n 218.40 0/12/78 Independent Lumber " It " 104.21 0/23/78 Jan Niedziela Park Consultant 1,000.00 0/26/78 Chadwick Construc. Grading, etc, in Park 15,053.15 1/16/79 Hess Electric Wiring for pumphouse 352.86 1/19/79 Jeff Lutz, Labor on pumphouse 262.50 1/31/79 Mountain Metal Sheetmetal for pumphouse 275.00 5/01/79 Michael Blair Park planning 47.78 6/01/79 Michael Blair " it 21.68 6/01/79 April R. Nottingham Grass planting, grooming, etc,, and changes to sprinkler system 606.26 TOTAL incurred through May 31, 1979 $147,938.07 - 3 - 04% , E I 0 1 (1 Z , 1 1 4 I I'll -i— 6�14 In r-� d r. I i) f ! �', 11th C; (.1 " Of April Vitt T I Iv :1, I,Irl. ("Vail") 1 1 r,)'l E W3 OF' A (7. 1, r v 1 r, Cn t-. r, o w n :1:, 7, I ", 11 :11 1" 1� " :� * ;� V- ? C " 4 :' :., c i-C , l ; - - t(- V,2 !)I At for r;al cl _7 1 "" 7 2 2 3 8t i'a 6 C) 11't u of (.F Che n r I (l 3- 0 iG1Jat y COIC,?_ttini t „Intl 3 ^l t! I c C-1 rl, v o r (7 T e ) a:tr'71 1 v 1 i C."I I n c i: C, 5 t i rn I I , 12 1 3, 1 23 24 2 5 0f the t I! t I- 1,7� (1, " " #'. .rem - (-, rZ _", "I i " i t r o T, L v j .,,V -1 n 7 cav r C L. v -10 3• l` 1 F} Ll c, r,,n t i-, n -1 t.11 r! 11Cl!! -nrl 7t TC r C `ju'`C 1VI I i C,'I z I Va i I iv 1,, 10- 1 1" -5f, ()Vo r C r,+ nk ': 11, C., ", V.i !-, J, oll . L -� n C'1 'r-,j I- ", Va f C'r cl:,-, r. :1 v ,, r r -3 v Li Lon`. r t? Cr, o L" I r (7 r) I -, r C) v C, (I t 'I f, 7- 7 c }i c', -- i r t a vt, r Cr,- c -,7 I C i'l it is rr, f re u L n i , c d c. n '. r i -N - v 2 , 1 '. 7 4 , t �-; , : c 1- ,r t. --� -, %, th r, p ri, I i n a r-,, it for ijliawlr Crp,.�l ap,,)rov�(l IN), the Cl I t T. 4. js n co,.i,.! tion to t'_oarc!In ITIrroval of the final t for pt t -I,- -t vp r Crook an <1 t h ct rrclirinary plat f7o r aver Creak I the 'zoarcl b nu rcquirecc tiftt 3onc of the laild I.iQing t For n sch onl Tito mn(I sore c-,F the land Set ar;iC(:� for a r;itt_� containincl r,-,creational imenitie,5. V1, r},. is w i I li nq to ;)e rv. e real rty 6es t-ribed on 4(�d 'or a school site and to iil)it 13 atL -d lie-reto to 1,1, u. I vwit ,:Iie rcal ,rope.rty on Fxliibit C Nttached hereto a. -, I par;, !;ita rocre"ntional arenitio,,�. Vail Is n 'n of the costs of ColiqtrtlCtinrl the c r!:m t I c n a 1 n j t i on.,; on tli c j,l rY, site. The 'Loard is a warty this in --rc2o-.r to ine! CAto itr, 'annroval of this as i.itir, 'act., on of an•,r ct)Iirzations 11tinchmark and Vlil ltav^ to 1:-n,! nn:i fac.11fties ror r.cllools, recreational j-, 1 t I r� 3 ^n;' c t r n li',- I c cr to funds in clI (-)r Jn in corpnnct-ic,n with the at -rc-aver Croi% an(l rit,aver cr,-IeL- sul.- 3;-: (-t'm.j.-k. sr- lloreln. Tr. cnT,, 3 iti(: ra tion of t`ie ont) the -.��nrfnrr,anre of 11 I-lit u'll ;)rrovi-,(-,!i 'ir-rt!inaftor set forti, Vie -artion hQretn 1, .- F. I � y a (", r C v a S. f o I 10!'1 17, t z. (-I, C o t-,rcroniol tli,7 r,!ell on B an a school nito. 71ic, 7ioarti cent -i -.ucl-k real -)roperty on tl%o tf rrs and cond'i. Lions sct frrtl' thin agreement. i-I L 'i t j t I C to c I -irl: *Iiall conv,�—? fee si� t1le al on !;Y.hibit �-i 1.1• a rInneral Liarrant-7 7ned t*-v 1s r,a re or t:i p 1,1 c,a r,l ' n c i -n ir, free %nd cl (I ?I r r, r a 13 1 i.vns (t ±nctsmr,ran'cer u:---on v--r, tt.an of the rioar<'., subject to a follo-lin'-t -�rt- t -i,,x� i for tlii -n it of convi�-, - ca payAl�le 'tha mular-,equcnt .,aarl cainn^nts and ritthts of way for utilities to f ri or acces of roccr(l or in e XiC 'n Cel (iii) inclunioti in any 91locial ir-provarnnt districts (iv) the reaervations and conditions hereinafter -acifiedl (v) an rlatti�r set f-.-)rt',i r,orein. in ada.`111'-Ion any res Lrict ions an the u�(% of the 1") y C1 e ej h L, r such real. T rOPOrtY "501n1l not b6 used fk,z anv of U110 followillf-11 v(thicici ati-rac7c-, except in con- n�)4.tlwl wit!) a perwittad UnV4 itQths el.ther in a wareholi!)e', ot')or 11)uil(linq �r on excer t in connection w I A "lo'-rmittod Use; (iii) vchiclt- aintenAnce or repair, nanuract�iririq 4. i r.,C. trarl1 L: or v) ui-Alar to those 4e.qcribed in 3 (31 ahove. The above U!7,c, , re!'trictions aovoiiant!; runiiin�-, -i tlio land no an to l)ur,- ict, mik.-, 7-And d Cr1hC(I c11 anO to benefit tho r(InAinder of tba ; nncl.- ,ub(ltvi-.-icn. The eenl to he cl,oIizornel nt-irnuarit t, 9 iil-ia rt ion t(h) fsha 11 con Lain thane restrictiojtg. T) e (lard Of tfie real -,)roperty (laqcrihea rm Fxllibit 11 t, be dc livProd :)Ur1;u;int to !-,'abrinction I (h) shall cont 1 11 -1 bru- t V Jrjyi-- t'haL- nha 11 ro tai n they rip)i t to use as a , (ark nitn with rnn-reational ailenities In (--oil- n, ti on wits, thf� real ;property described in Exhibit C or for other c Pat'il',le us,.,s cx,)r.-)sn1t/ excluding nny i-mr)rovenant.,3 of -% long -term a r) 0 r, t natur(- Ulltll such tiro an .the r3omrd or its desicInee shall r, uiT,-o the raid roml properly closcribed on �xhiljit B for 'a school C;. A. it in aat,rexgl A�Z'Cvd by the partjeq heroto that tha. r _ )L r) r)crt,,, r1oncribed on F. xh i b i t Fj shall be usACi a ncl-lool qit*3 s acct to :ontalried in this Agraornant or ors a -Iltc- tilet r-18Y contain r.- crfinLional •menition. mate County and a(lrfue to Oyecute w'`tatever Instrurent9 nay ' ay b a nocensary to e rect r r; c7s o �- ill the event thAt tile hoard or itA denim,-len shall use the 1.,vropert,/ Oescribed on vxhibit it for env purposen othqr than P vi6,�d for in t1nis nrovinion, then 'real nropnrty title- to iunh s ; -411 r. -vort to l:c:nch!aarl� or its succeosors and a4sictne. This opt vi ;icon s':all (- onsti tutu ,r.irht of reentry for r condition r >' n. in t' e ta_tia to auch real 1-oro�>ezty ravorts to sonch- ri :i i411 ._:1� @�5lic`1 real for F)uh.liC o`.' the real nroy-;irtl Nascril,t ±A on t 1[vcrid purnu:nt to '.Sl)`J:v ction 1(b) shall, contain a'reSF3rr- M V 1 �'1 u�' .�< ?n tlr'.Rr:: n` t1in ri ^fit to uti li--c a norti <Jn of mach' "..rCT+11 , alactrio�fy, tl;c installation of sat : t ,ivna ant' -t`iur iiti l.it,, -- ervicc7 racil.ition nerving the nenchmark !� e�vc'r Czc,v k su') ciivi:,iI - rovicle <? that all nuch facilities are } :Htcc', t'tat facili.tieu c ?o not unrcasonably i kitended use of e:uch real proporty th'Ircof. Tho in:�tallation of nuclz Fxcilittes 11 .�<< �:kc 7 nt 3utZC:irn;t~;:' cixl�ensc. The Board, its +iasignco, rc r.asf :ntntive3, succencor s and asrirns of S 110ard or thn iiaLtr�.' l cite it nqe ,`.-tall upon request Brent easeTi nntzr 1�%�nanra^y, - t;1r_•ut ccat to nenchrark, to evidences this reservation. ?. covi.- ;traction of recreational Amenities. Danchnark all cor�rttzuct or cau to be ean:-tructed on the real property rcril,n� on ? ?x':.i. hit C, certt�in racr.eational amenities when and zc.cuo: +trc'_ or P)v the 3oarc3 and the Planninq Commission F: tc l.a (:ou.nt,,, coloraclo. 1+ny and all of such recreational •,�riitios :ihall 1,(lt hc:_ninafter rt�ferrod to as the Rocrnttional c:nities. '.`,1 n tvn(.,, c ?enirm rind extent of the Recreational :r,itioH shall !)e att doterrinod l)y Benchmark. 3. 1:=;tiriate cif Coi,!ttruction T Et?ensaR. FrioX to the nstructicn of on,, portion of the recrratir.nal Ameniticq, nchr..ari a'lia'l l cuhTt t to Vni l a ?�relit�inasry budget setti.nq forth :.n..tirated costa of conatruction of that portion of the Incra- <� l.i_onal Ar.c_n Lion Venc %nark wi;ahes to construct (the "Bucket"). ,3"e B udg+tt is subject to vni.l' a approval, Which approval shall = +t be unroas!onably withheld. if vail;doos not' disapprovc,of -4- v t.ritira(? kit}iin 30 ,tags after its racnipt of the 2!e carac)usivel, to have approved the rt+,ennnr.oves of the Budget, Vail' disa,nt-roval :arQCif7 Vail';a reasonable estimates C:Of -t-s of construction of the '-o .chr. ark. -iahes to construct.' If Vail ci. rnprovr~:: tlhe et, 0onc1hr.ar3: :aay eit'tc;- (a) .:r,avise the to Vail for n;,2,Z-rox� .I or (b) rrocearl with t eci:tc >t rt:ctt'c.n of t :%u r,ecrratinn3l A.,enl t?.os hhi ch .were out- 1. :i, CO in t:t� ryt r2 ^f:t f t12�r ".).tt^C). i'.P_v r£`sub*lit tal of the BL24gflt proccc?uror; set forth ahovo for the C', of thn ':, ?r•nr. After tho rudget has been n1 rcv��c? ;•n',! T 1 Etc r t" r, orzlrinnl nubrni t tal or any resutnmitt•al, the construction of tl.e P_ecrcntional .�! -r,_ti(' > �:' ic';t - ::rQ otatIJ.no! ir, the: i3urirapt. of Construction rxt)ensos. _. (1} 3:.enChrtark n<T a,lnnt for the navri�nt of .111 cr,r•enr;es of cc:., -,traction of the F.ecreational l�r.je j,:ias (the "2 crt!zrtionill 1tic1% rXoprrse.n ") including bait not li::.1 e(1 to con truction costa, bonding cows, tho colts o ` ail r.<<,taria2� :7,cd in the construction of the Recreational ..r , rritie:':, t`:re co:;ts of const•ructinrl all necessary rands A,,nd u <: I i tic n .tn,a titi.11 tv tarn in Peen i b%tt excludinrT s-+nci ficall;, i.r.d{ ruct nxpannen t land acrruisitionn costa, lera. ,j]. anri ti-10 cr•.stn of the financing �of cAtner the land acnui- sl ton or the ronc,truction of the Recreational Anesnities, which touts incl uele but arc not lirnita(3 to Loan conrttitnmNnt i.nteroit an(i penalt:l.n3. Vail shall Pay anG -half of the «t- :rnattonal AnonitiQa 1'apensns or $400,000.�03 whichever is lc, iar, anLl ijanc',tmark ahull nav th4 reraaind r of the F.ecreationaI ,`.r•t .�itie. c,x;le:lse�f. (U) Vail &)sail pzry ito portion of the Recreational AF,L zitiarl F)fpengen (as detarr+ined pursuant to sul)secti on A(d) at,Avo) on the following terms and conditions t (i} T)te daterrxination Of,anc -half of the Recre- at anal A:reniti',es Exr)pnxes shall be made `bv taicinq one -half of 7 6 11" ;s urn ear they fol1"V-1i ar,0"1, 1+ � tho itu(igat or nudget9 of the c +x�lc�r,se or constructing the r ��r4atior.al 'ces�txitiu� an rc)ved by trail ;->ur3unnt to gaction 3 4X, if Vail hz, IJ13?!TtIrOVOLI Of. Cne or -ore rSkid( ets in the not forth in soc.ti c >n � al:ov� ,n.� i >> :.. �l�<1nr% haq nrocceded :1 t?:e Conritru ti - n n` t1. +� � czc,3ti�;n,�1 ��rit3n^ outline.i in nc? t , t t0rr to zt tirI, c C or,r, -h if the rc creational rie.• ..tee'..,,,.,, :all c r - .n t,: ir.�s - ►�e_h�rlti of hf! b !. r. r of t�'<' �`tl �lj _ l: it `'' !Sf forth 1 11Cet1C'Ti 3 ��''�rVe a7t'cr i.t`, `•'.If'F:I:I1?`_)Gill, 1•u (.i) the�'�tsrz:c�unt. Of acti:�cll.* Inc: *r�r' �n the contr�.cLi_or. �f tl; �rl }<�t: {o;:al il� �'rti�j�:t >, :t c_iiti ..e: t -tt; 4zte:lt that sl�zr;h c�vesr- c!f t I.In :Uido 3t fcr thf, portion n CC:Y�� ..:1tl�: {Ll tliliC?i SllC; }�. �;O` <t GVGrrun,� vnra i ktrr(',Z. (, i) 1'I•.t:).1 �,r-){ 1. �'!i::> ncij a it.4j ;noYti an n` tlt(9 ^i:ti.oi` rI ^,n3,tiCs III'. it to VFi1 .` 1 itatC';C'It5 C 17t F1C to t creational itificritit ?l; i - xnensc- n 3 ,`t:er rc, cc! iv,iny caCh At Ch nt?tc— F nt, ait`.� ^r t?1 ^livar to ts�;;nchlrarl, a -halt of ar~ount of sac'. or (is) rrifi1r.e nlrr:i2t on Lhr: Rrpxind5! i,at in vigil' r, heen 'runc'nr e th. ,tats -,rent is ira,)roper caune the st'rvi cr.!, , -T'itr,ri al!7 or :sur)t-lios coverer. :,v it ?lava t the for the Pecre^ TnnE1i `•F ni`�.t^ tltlifr COl:rtrUCtCf: ar.. app ovocl t)%' vai.l ca., set ac.rte! in :ICct!tol 3 ai r,vu, <,r, if Vni l has of t1)e T u�laFt, liras not heen 'runc'nr e in ,LLlritted <, vatI in the rannor sat ^actaor: 3 abovo after its �:PR!l�,nrnV!1r Z� ��.7ii T�!+'�:iF' nflP• Of t }'1C F.�IOUnt Of x :v statnlient, nur-i;innt. tr rIU 3actIon 4(1-)) (ii).P) above, Penc`1- 0.ir t`lzail r'r,, VIC), '�t,lterl- nt and aithe: aclnit that no 1�ortinn such statoment is nrj'L•n.11^ .,fir Mail ar ranerve judgment on the r- iusticn of liet`tor one -half of the m:aaunt Of ,such sttiterarnt �1 h&ya.hla by Vail. 7�ftor cor- Motion of thex 'construction of the r-j cre a t i on a I Amenitic nc',...nrY. tin 'Jrt,il �!iall rr.view all r nto-o :ed ntjatnv -antes not prc-vi,-�unly rc.nolw,0, and atteript to teach �:a tt,iz0crr�.,nt witll re!i,.,rct:_ thcrc�to. If Benc!`lmnrk rznd Veil cannot ar.lrne, cither,linnch>;ark or VaiI vray vuhrit the vattor to arbitration set forth in section 7 bolow. ti i ) 1)tirin(,, t', c, ter, - of t'11! -: 1(7rr.e -on t, vnI i >hn2 1 r'!('l.i.re(' tee .,-a- to an .,-'.- t ',mount of $,�Oo'001) of the :Cre "ticnnI }'.T':CnitIn rxv, -n�. s�hic':I `ar t: c r.ar o,e.s a.` nt`i cr #od er,aS.na ':;ri 1 3 ), `t rac�11 r:sr ? n t "io fut.urn7 , rsi 1 In ary c.:,a fiscal. '101r of Vail ae"rcr_-^cnt r;h:all hc; an the 12 ctl ,r or rc.-t 'Jail °`ay cllemn Ta its sl,all nc)t be re „uircd to ray rc, t'1 !rl 51�tj,,i(i;� F -41 `': YL' Of' t';0 tiC1� II i.1.'.C:TIi "tIe(i vr_il s''hall ? -e ?.i.:hic 'or the payrcant Of tite recra- �irnal �, ^ai.tie r ;;x,.ur. ^es i;. �,xccus of $1110,00 1n .an;, riscal t a , %7, i1 '01 1). 2111th—: J1Ytt M.fl to !,100, "00 Of S1.1C*.1 t;iin 30 c?ayq a`tc�r the onus o. ;uch fi;;cnl gent. T:le ror:�Iznd,,r 'ac P':,l.c to '3enchr.ari: in one or ro o of tl;e >,t ft.;cI3 Near ^, suc;ir:ct to t 71C I iml titian that z' it nl;r.Ii riot rc'.<'llir(i(: tc: ii ~ore t 1 ) n X100,000 of its rihar4u of R.ccreational r :nitiar, in any one Fiscal year. (iv) ','ott.- ithstandinn any ot`tcr :.rovi 5.on of t7lic rr-,I ncn t to t`;o con trrary, . unti l Vn i l hac receive6 n�,prova1 from -c Gnitocl Ctat(3 . Vornc :t "crvico for 7 conrlitional srccinl u,?n rrit For skiing -m lZn3 adjacont to the fta Ivor Creek nu`.;,3ivi.: ;ion, te,rinq tl1Ko tcrn or t??i-; i1qZ'C.tr —nt Flail nl1all !)e rnrvCirc'd to pa'f un to :,n acn'1re-ate ano.Int of $200,000 of t:1a Rer.rk�ati.naa1 &w - cn1tios !'x-1nn_.os .1;1d 'jai t not ho recrui. rot'. to pzv/ T-cro titan $50,001 of its nhar.a of t'.ie r- acrontiozlnl 7,vronitius :`xrensc�s iv any cna fiical •yet r of 117.3il. in the fi,,cral '.'C'Ar of Vail in : ic71 '�^�i1 rnccivcs :i; ,,zovn.l n" ouch con(litionel nnocial Ufle ,�wrr +it, ►ail shA11 nrt )1a rryr -u{ re,i trn Pft•� rare_ than 1^1100,000 of i. s ahnra n!' r :0crcat {oval T�r� ritics Zx,ensan as 'Provided in S zabsectlon 4(b) (iii) Above. (v) '1ntwif.n,3tnnc ' inq any of %er Pzov'inion of thin a°'roomcnt to tho contraar.l, Vail shall not 7�a ok:ligatL-d to rlal :o ow,r payment of the :;crcrcational Av%enities can to Benc'armrk atil 30 (I a -n aftor t`►o onci c,f vail's first fi Cnl rear in rlsich -7w Lim f4. rocelve:3 In groFin troi,l tote sale or leaea of 7;: 1 or builc'inr,:i or l`OS'tiGiZ t'l crcof located in tho :leavar Creed; IViciCn, otl-t'._ t ?inn much c; rot: s rnvenues resulting from a ::ale o,F itl 1' or �tu') tFntiil:'.y all cz the Irma located ir. the t;r ver Crccrh vision. Vail shall ray Pcnch>rtark ✓tail's share % :,I t!tct :.x :lwnaF�s accz-tIe.cl tc, thn and of V'!-ills 1 irst fiscal year in 0i,i ch 311cic :7yor ;:i : C'VdnuCr4 art? 3 ": •�i�FC G`. 1 i 0:411 30 C} f t,n! '. }t r. vnG o IS 11C`� fi, };ct]I VRdr, :.ill 'tjQr t a Cly Vt ,iil r ;L;illl coope -rate with 3onchrrark in a rsspoct; rRrtal::'.tnrr thco sale± or leasinq of the Park mites and t, ?r�cr��•3ti_�,;l l ,, enztier3, },ut Vai1 shall not Ion required to Pav c of tll,` r* <<-- nne ; of ,uch sale or leani.nrt: One• -liaif of tiro, teed of tiny ;nIr' of the rncroational ?,Menitfen to Vail 5s suc:- Proceeds are YeCeiVCd in order to fez' t'ie portl, -n of t'1e ^ncrentional Al-enitie, it until nuc`Z time as Vnil shniI hn repaid in and the rerAin:'cr shall be i)aid to Benchmark. (h) Renclicark .;h.:Il be entitle(' to caus;a a tlur~ni- t: icij,al rocroation dintr:;�t or a non - profit corPoration to i)a for t',c of c-;;lin(i or 1pa�inn and o tinq the. rcia__,rcatioaal >tnenitien or to cause an existinq" rvcreatior. district to annex t,1e ro.tl prol)orty k;o! scribed on L'xhibit C, the park site. boundary o' ohy rncroatlonal 'dirstrict formed or which annexos par); r;itd s ;Nall include all of the real Fropetty das'crilbed on 1' i21it C., ';ut ghall not include any of the ;3eavor Creek sub - d 'tai oil . Vail gtraL11 cooperate with BO'nclizzark in all raspactn g.. Cile tar 1 t<;tion rr'n ta .Ano'! i; s1:ri;nc,ccion (, ) (iti) a))ova. r>nt of ,or.:ses. 00 f.onchmarY shall use - _- r tc, rol-c.ou:-• trolnities CkPenr;an r a�71t L io :o or it�asv o`° t'�t�; r r'1: r,itC! the P(!CrCational n{tie r, ;:o loct+i ]ovol-:tr ntal nntit,!, non -- profit corporation or third ^z-'rtNr, _�rnchr -.:r;, � :1-11 tc—% to .Nall or lease the. nark � ^n�zl t >r'.�:iitiCS =f C1 that U:i-1 net ?'IroCCCdfi lo l i tc, or gruntcr than tno fl)l l % ii; unt of C t 1 'Iocrt:ation;,l t•`:tn<ti42:3 All other terms ss condition, �)f such salt: cr lensing Shall .je as duturwJnod a Cly Vt ,iil r ;L;illl coope -rate with 3onchrrark in a rsspoct; rRrtal::'.tnrr thco sale± or leasinq of the Park mites and t, ?r�cr��•3ti_�,;l l ,, enztier3, },ut Vai1 shall not Ion required to Pav c of tll,` r* <<-- nne ; of ,uch sale or leani.nrt: One• -liaif of tiro, teed of tiny ;nIr' of the rncroational ?,Menitfen to Vail 5s suc:- Proceeds are YeCeiVCd in order to fez' t'ie portl, -n of t'1e ^ncrentional Al-enitie, it until nuc`Z time as Vnil shniI hn repaid in and the rerAin:'cr shall be i)aid to Benchmark. (h) Renclicark .;h.:Il be entitle(' to caus;a a tlur~ni- t: icij,al rocroation dintr:;�t or a non - profit corPoration to i)a for t',c of c-;;lin(i or 1pa�inn and o tinq the. rcia__,rcatioaal >tnenitien or to cause an existinq" rvcreatior. district to annex t,1e ro.tl prol)orty k;o! scribed on L'xhibit C, the park site. boundary o' ohy rncroatlonal 'dirstrict formed or which annexos par); r;itd s ;Nall include all of the real Fropetty das'crilbed on 1' i21it C., ';ut ghall not include any of the ;3eavor Creek sub - d 'tai oil . Vail gtraL11 cooperate with BO'nclizzark in all raspactn g.. r.r c, I.c?is2 r. t:ie: forrrlatioa of a :listrict or non - profit corn oration o: in connection witit Fiuch a,nn(�xatiOn t:ut Vail Shall not be rt_ tulrad to ,gay for or asQti»n any liability for nn,y of the of ;;loch for^trttion or such �.ntts' {rarir�n. ( c) if no�ncl,r- ark ;rr tiro riot r,r the nnrl: nitro ht�i�niticl> to <a rc,crerlti.onal ciistrictc nnn- fi GQr�OX.itiOTl or a tl'.ir<', !)arty, G�nc1t ^�Lir1: a'aczll� O (Y1re the A,,t:;,iLi at�ltr solo cast and 'o'xpcn,e. yr ui. ? �. ?` ai'� on,2 "Al � r ^1?)• not t rcv!'T:oea �71"1.Aing Ily V11 ti Llf o. ?�ncs.rrlr>' oJnor-hi en(` o,-pratior, of t:io ..)Arl, n3.te nnt' revcriuf .^ .ir!, rece'.4voe In or0cr tot rs: ",`-, r. ":(. `jail fo_ t*'Q f'•Co-tiorl. ni t�'i(? �'. +_'.CrC?,�ti.n1lY31. �. ^1CIlitia� ?I. :" 0. 1 , it ,3;.ti1 !7,1C'., tit�c I , rtil .t1:a11 ;:e r nAi e to fu11, a11'A t. 6 :t r ^`;ill ?;�� ai(' .:o *onch! -arl :. c,tarcle: cnr t',.,: of Rocrentional Avr,:nition. Lt. r�ch- �- C:2 nrc;C, Sv'C�. 1',7t;: x Qe S or ot;tor c':IIr�:lt` i °L3r t:Tf+ U`2 h. 4i t',C5 � <:itc. 'anc, i=.ccroz) tio.'1.11 :'+1�uniti.r... ui in t °ecrt -4 ap!:,ron lutt: h, t;Qncliv,,ri. j 1:ovi.do l#I 11nw,� vor, t)1Rt titan calar�7aa For rorI,klor:t3 of tho >.enc ?irrlrh :1t !3eave'r Crook t` all, z-,r the c` :r7os for re,si(lerttn and quests of tllo i;c:avor C ol, cui:,tUvioion. 7. l,r.bitratir,n. Fail and F.c�nc h—, arl =: hereby sub nit all C traJarsios, c1p #_r;!!; end utter, of ia:fference to nridtration i:, %Iai 1, Cr, Ioxacio, nccordirl(3 to the rulon nntl rractAcos of This 1. ,ri can n.ri,itration %nsccir.tion from time to tine in force. an�3 .1rrrerunt to nr.k.itrnto shell, . srecifi.cr+11}� eoI'or cc, ati >la. without lirit.}nc t h o c?enerr+lity of. tha f.orerninc;, t` o follovincl shall t,e conssi c ;ercO controverni.es for this rurpoce z ( -..' - ll c,uap.tionn ro,lhtinc; t.n t;1e hreHC'1 of any ohlicr,ation, w ran t-1 or condition i;Pretin r, (b) all 'mentions rc lating , to x: r.t�aciltaticn�a, ne�rotiatic:::r; Anil ot$ver ilroceedinds lanc'.inr,_ to t , :: execution liareof, (c) failure of vithe~r party to deny or ro oct a claim or &T -and of t1je otha+r rjarty,, and (e',) all ruactions a to whether the rictht to arbitrnte any quent,ion' or,ists. -9- rs �,itzation r-ay proceQ(l in t`ie C nonc(I of eithor party if notices oror, ," inc?s h 7-�s tarson niven to atich party. Costn of arllitra- - ion _hall 1-,a Y.7ornn enually by the rnrtias. The i %artiaa agrea to j a rarda re radar +ie in such troccediii -r. pipet fl;tillrC3 i i :J 1 t,a ± hail ;+nd l;i.ndincl on all p,-;rt1v,3 to the e;:t:nnt tend in AG• i-ar.ricr -n(? Stntutus. Awards r ?riGltic�;� } )tlt arC T) 0 li— dtC -e to at: tad Cis of I,tOnc.y j1:,Jr•ercntn _aaei JX'�.i C�ttCLtf *atlas YFl�'Cl d .lf.�l;:3 C :fi CCrtr ;.<Ct;`5. illl may be jc^' :it;t aria or MOT,? cri:rtr.., .;t�,tc or Fo4orrl, 'laving jurisraic- on t)im a o:.)in` t. suCri a%! -zirds are ron lcred or his C: j' ^cTt- o .. a :l1 1-,C: con SiL) r,'. C, in (1" fault unO.r-- r rin,-! t7lc o f t "arocoe(linf-.q rcl.aatin�t to suct) . °atilt. 1i. � t_iS —, Ct2a^ii of !.Li I i<- atIrmS. Tile `Ioare, s)'a its execution t�1a13 mcrc,owc:nt, )1: Y�1 t',' P.Cl:nr�t'lCiEdrT('Fi t117it t)1F [,Cr rarrllnCQ (?1 tt1P. rr - :, ant of t °.:j..^, <7nrt9Qtnr-,nt by Vail anti .1t3T C�tr'Fti't. f;'.trll arly or oh wcntal ;�:lctes :•Graf 1� nvn uil(5.t -r any statiste or ordinance to rc;rui.re Vail or rnchmor'i-., in corinc -ction -?ith the approval of the %enchrark r,t licxaver t116 uC'Vcr Cron!; -,uI>(?ivi ;ions, to rr -,crve or �jce�iCtte Ir7rte tr, Gr )r the u,e of ?-:cc�J.i,, County, Colormdn, for 1.-ar',3 or f ;cllools c -)r to �ovi,Je fisnt :; in lit-u of or In a7lrlition to such rencrvatinn or d ^d,i- ,3t.io l.s �nn�r rig the towns and conditions of thiar a,,rr!;Fmont arF car ?i.Ivc l,, >cn verf.orrlr.d Vail an(t iinnchnor)., the ;zrz:.t f;�lall not re any rescrv4tionr cr dndications of land,; 9.n for hpraln or anlr rtt;vra.nts in lieu of or in k r.� c.. n t tc� �: a•rnv.ta twd Id tion to any ,iiic'1 r(i:;nrvations or deeicatians in connection -:it71 app )rcvetl of tiio ;,enchnArk nt Boaver Crcol-. and rieztvnr Cree -k ' kl 1 ?:C('r)t for tif`v (,rgt1 •.!1it'.l "FTt? slat AhO;Jn 411 the :i a.>>:c�vcc. za:f.,inr�r•✓ �1•:n, 9. :It,ticc r.11 rsc,ticrS required undr.r this aareor:ent �ZZII he 7tv(tyi by lviri,3 enliv.iry or tsv rngistarad or certifi�sd ;:ail, dolivhrrd an follows If intclndco for i'onchnar% to: I*- iTitHn(,.0(1 to Vail tot I., . i . * -h a c to z if' intcyXita", T()r t:1c BENCUVAT,.K P. 0. Box ,\Vo)lp Colorado SlG20 'ttl A. J. VAIL AF80CTATES, I?IC. P, 0. Box 7 Vail, Colorado R1657 t t i I Frad^ricjz S. Otto, c:rjy. HOM-'r ROnE,+TS & WIFIR 1700 t c 1010 Dcnve-rp ColnratOn 81) 2 0 2 At t Board of County Cormi:7oInners of '-Yle, County, T,� C 10 , r c. I n ra cl n F3 I () 3 1 a cc, v tot 01631 A t i co 0 ac"i"ros- to w1licl, r!xt le 5,1,111 ;,,o :ont. r P,?ctiv-! !1,1_iccen-,c_rr, -tnc? assigns. •it,i any 2x)jjhj,t- a t t rt 8 a `I, ato, contains t!-�r_ c!ntA.r,,-v aqroement !_,etweon the nartles anti ma•• not 1)f r c c ir, a 11 t i for convenient r` k!rr*n cc 0 not -1 e f i T, limit or !-) ro s c r i !),-t th c, S co r- n c f thin, or any exhil-it ',jt.tacjc_c! ter(.,to. in 3hn1l 0~Iirte the 'Pnard to a, ro,,n- any scrvice 7-Inn or tl0dificr,,tion tl)creof. t-.e )-,onrd c-),,-prcm-.j,y r( I, cl r v I n q i t r, r I q)l t arl d 0"I I i c"I t on to review ouch plann pur.1 uant to acccion Ae(, 1°E3 C!�S r V) v"%liflity P-n(3 effect Of this aqrr!encnt shall J:e unuler anti qoverni%ki by Colorado lnw. 1,-�k n its ri,;%to 117�rior written COI)Sent F con-,ant :illiail oil il,1�17 R,) as �rovi_'ed herein, t1ijis to the t rf tl-44' —irt,4— t9r.to and their r P,?ctiv-! !1,1_iccen-,c_rr, -tnc? assigns. •it,i any 2x)jjhj,t- a t t rt 8 a `I, ato, contains t!-�r_ c!ntA.r,,-v aqroement !_,etweon the nartles anti ma•• not 1)f r c c ir, a 11 t i for convenient r` k!rr*n cc 0 not -1 e f i T, limit or !-) ro s c r i !),-t th c, S co r- n c f thin, or any exhil-it ',jt.tacjc_c! ter(.,to. in 3hn1l 0~Iirte the 'Pnard to a, ro,,n- any scrvice 7-Inn or tl0dificr,,tion tl)creof. t-.e )-,onrd c-),,-prcm-.j,y r( I, cl r v I n q i t r, r I q)l t arl d 0"I I i c"I t on to review ouch plann pur.1 uant to acccion Ae(, 1°E3 C!�S r V) v"%liflity P-n(3 effect Of this aqrr!encnt shall J:e unuler anti qoverni%ki by Colorado lnw. t ( - r- r, I. ) 0,0", vs Of tF" 41,)" Above written. T ST '` Ccunt�r Clerk VAT, A'�SE)CTATnFj INC. , a Colorado corporntion If.) F` K T. J^" A F' Colorado n o r:i r t n o r MY r t n e r T;trtncir r'or—ile, T_ c "n F: "". ri', L Rol-all L. MIcCa�2jan,' Do ald.! J. Peterson,-' Gary -R: Levens.' P! , • t P;�rtnors Pttornev in fact rttt(Srney in Fact TIIE' BOARD Or COV11TY CommjSsjoqrrS OF COU'iTYI C()LOrADO by t Ch a i rr, an —12— EXHIBIT B (ALLached to and made )part= of an AgreemanL between Vail Associates, Tnc., Benchmark at Beaver Creek and The Board Of CounZy Commissioners of Eagle County, Colo-ado dated LEGAL DESCRIPTIM' A parcol of I and, 171i iyj pal: &UJI Y W i 1,11i.n G, 111oc): 2, P nchni,irlz z�.t Bt. avar Creek ;ruhdiv!Kon, CuwiLy, ColorUidu, being marc Varticuborly du2cribed as follows: Beg inliIng at (he Sol). L of' 'Pri)ct. HI(,,c]z 2, IIc•i)cIin1arJIr at Devvnr Creck Subdivision, swid point hoing on the no):Merly rjqhL-nf•way of the D.R.G.W. RaUxuad and on the easterly right-of-way of Bcavcr Creek Boulevard; thence norts- orly on thu caskarly right-of-way uf Beaver Creek Boulevard the loo luwing throw courses: (1) cnj,,�e to t:hc, IOLL hay.inq a. Oran the above VoWL to the conLcr of cti.vve of 69'22'14" Went, is central anylc of 8'35'12", a radius of 390.00 feet, an arc length of 58.45 feet to a poinL 01 tanyoncy; (2) North 12'01'54" East a di.,31.ance of 421.90 fccL to a poin4 of curvc; (3) alaii(j came to thc havinq F1 ccntral anql�� of 24'45'40", a radius of 498.40 feet, an are lengoul of 215.39 feet; thence Soup h 6003W26" Eaat.a distance of 668.13 fecL; t)aence, South 2100 1132" Nent a distance of 565.71 feet to it point oil the, of the D.R.G.W. Ra:P roar) ; thence wcsLerly ail He norLherly &Uht-of-way of thci Railroad along a corva to the left haviny a radial bvoring from the zlbuvo. poill;_ to Lho cc,:nLer of cui.-xrc of 261101152" I%Iesi-., a cujiLrol of a radius of 2914.�,3 fect, an arc luncjth os" 57,1.84 fe(-_L to Ljl(�, point of beginniny conLain- ing 392f040 squarc CoeL, or 9.000 acres. �e_1011. 4 EXHIBIT C (AtLached tc and 111,1(10 pal-t of X111 Agreement between Vl )j_1 A-sociates, Inc., Benchmark at Beaver Creek ard The Board of County Commissioners of Eagle County, Colorado, dated L L G A l, DL S C S I I„L' I U N Of �:zr1(1 a.yi.n�f j ?i1x�Lli�._;.l.V w,i_i11)a.)) t,ra_t ,. "7 a).)d `, ra1=° L (r of' Ii7.oC; }: .) r i)t: i_3cavo_C 1.C)n f 1 aq_Lo (.'c)u!:l.y, C�:1ura�io ).)c- -�iziy lnorc } >a1)_i i�:lu.laxly doscribod as follow,: Col) lellcinj ;it-, t1lC' :tc >utllt,�i�st c�>lncr t)f Ttr)ct 2, Denchm�)rk nt: i3cavc��: Greet: Su1:)div:�i id int: hcillg oil t1lo llc)rt.1)c�r:►_y ri t cj-_- -jay of 1z.�til.1_ottd anct on iltc e11:it..C`:C'_�y rig11�1. ()f- t�Ic� }' OL 1��!dl r. (�J:CEIC 1�ULl.l.CVil1:Cl; tj1C`1)C'C'. I101_'{I1- er1y on 0e 2 of Deavol Creek Boulevard the fol. 7.aw.i li t1j1:e(-., (l.) C11..CJ0 to t_1le .1.r_ft hay.i r1C[ it i_rld:i.al L)ertrinq f l :om t;1c al,c)vo Z >c� i.ni i:c) c.cnt.cz: (-) f7 ctl..rv(! of North 0 "U' 'a O" a ccinLrii1 1.111cil,2 o' 08'35'12 ", a r<7c3ius Of' 390.00 foe-L, an arc 1engtl-) of 58.45 feet Lo it poillt. Of tal).(Jer)cy; (2) 12 °01')4" Last a distance of 421.90 foe) to a j)0 -ia'L of curve; (3) �xLon <7 �;ii.id ctzi��c to t )e r:LCjllt: Ilay.i. )(I �� C.. C., of 24'15'1110", n radius of 4£1£1. � 0 f(- cL, all arc length o± 23.5.39 feat. to t11e triio poi1ZL of bogiming; thence continuing nn t1)c c,astc�rly 7-iclht -- of -wa.� n1: nCavex- creek 1"ouleward aiol)cl SrIi t Curve t.o right )laving a centrz)1 zlrl(Tle of �� {i.1�� ", _l 1"c�<ill)S of.- fc ^.C'1:, an i07C lencjth of: L;it.st: it da. :,L-micc! of 4f) 82 S:eet:; ;30" 1;clst ct dJ.stitncc -) of 2 25.00 feat; lBence SouC) 85'16'112" l'n,,; �� Iist all cc> of 780.00 foe t; thUlcC� ;'iOu "(I1 31'r)_1 �" j�;rl;,t: a UsLjmcC' OF 3_034.9 j feel.; thcnce 'North 59 °20'02" i �z:; I, i) d.i. :,;Lancc: of 51131.681 f:e( -L Lo a pOillt cm the �;rc�s terl.;r r._ic,h y 0:1= ]leaver C1:r�e) l)t)lt.l.(n);u-d; thence South 27`05'2V' <),I.oll:j t-ho trc.� l:cra y l° i.c1lrl - 01� -w��y o1 Beaver C;:, :c. :: Boulev ly.d i) distance- of 260.00 fc ot; Lllc.1)ce South 0"511' 37" ra or 45(.1;7 fc:eL, i:hej)co Sc)utII 15007'2.1" of 513.90 to ZI 1)o:i_nt: Or) t1w nortlier1.y .r c�I)t: 01: - ��rit�I vi: the D.R. G.N. R- lil�.oi)d; the))re alonc3 tl)e nclrt- lter_ y :r.i.(111t. --of- -way of U-10 D.R.G.W. Railroad the fol•- owing foul Cou) SCI ;: La : >oul_1) 1. C, on k: . ; 1.08.96 fc.:et; (2) No.0 i.1) 0 "U' 'a O" J;i1:. i a d:i ; f:iuicc u.f� 20.05 fact; (3) : >oul_1) 11l9"1 0',ti3" ;d;:;;1. i:x diuta)lc(: of '9.9:1 i:r_,ct (4) 6(1 °.i 8 1. c1. Ja.£�l.i;nc(: of 6G2,..1._3 i1c)L L it d i.stu)lco Of 1779.3:3 i_o'ct 1-.0 a Iaoirlt; Pc), t) L cd, (,ur vc; f:ee:l'. or HlOnco Nort.1i 2,)`'01 `!i2" 1',)St, I di:_i't:itllC:C of 565.7.1 f-ect; 1:11(.nlce, Nlart:h" 6(1 °.i 8 1. c1. Ja.£�l.i;nc(: of 6G2,..1._3 .leel. Lo 'C110 t-rUC-1 Iaoirlt; of, l:�C:cJl;i ;.L T1cj Coll Li_l1 )):L]1C) l i )7` >, 010 SC(l)aru f:ee:l'. or GROUND LEASE 30905 9 8XX P �a MAY 1 9 54 Aft 18 THIS LEASE made and entered into 30th day of April , 1985, by and between the TOWN OF AVON,', hereinafter referred to as Lessor, and the UPPER EAGLE REGIONAL WATER AUTHORITY, a separate governmental entity established pursuant to Section 29 -1 -204.2 C.R.S., hereinaf- ter referred to as Lessee, W I T N E S S E T H: Lessor hereby leases to Lessee, and Lessee hereby hires and leases from Lessor the real property hereinafter described for the term, rental and upon the following covenants, terms and conditions: 1. PREMISES TO BE LEASED. The real property to be leased is located in the County of Eagle, Colorado, and is described as follows: A portion of Tract "P ", Benchmark at Beaver Creek Subdivision, Town of Avon, County of Eagle and State of Colorado, as per the recorded plat thereof as filed for record in the office of the Clerk and Recorder of the County of Eagle in Book 274 at Page 701, as more fully described on Exhibit "A" attached hereto and incorporated herein by this reference, reserving, however, the right to construct municipal facilities within the airspace above the facility constructed by the Authority and the right to require subjacent support thereof. 2. TERM. The term of this lease shall commence on April 30. , 1985, and shall expire and 6 terminate on a date 99 years from such term commencement date or shall end on such earlier date upon which said term may expire or be terminated pursuant to any of the con- ditions or provisions of this lease or pursuant to law. Upon expiration or termination of this lease for any reason, Lessee shall promptly surrender possession of the premises to Lessor, including any improvements thereon which are required for the subjacent support of Lessor's improvements. This Ground Lease shall terminate, upon the election of Lessor, in the event Lessee does not acquire financing for the project, as hereinafter defined, by January 1, 1986. 3. RENTAL. Lessee shall pay as rent the sum of $500 for the term of this lease which amount shall be payable in advance upon execution of this agreement. The Lessor shall not be called upon to pay any taxes, assess- ments, repairs, maintenance, insurance or any other costs or charges whatsoever, unless provided for herein. 4. USE OF PREMISES. Lessee shall have the right to occupy the above described leased premises for construct- ing, maintaining and operating a water treatment plant and activities related thereto and for no other purpose what- soever ( "the project ") . It is specifically understood that the leased premises shall not be used for any unsanitary or unhealthful purposes of any kind or nature or any other use, or - 2 - occupancy thereof contrary to any federal, state or local laws or regulations. Lessee shall not sublet, sublease, assign or otherwise permit the use or occupancy of the above - described leased premises or any part thereof without the prior written consent of the Lessor. If the leased premises are used for any purpose other than that stated above without Lessor's written consent, Lessor may terminate this lease at its sole option upon 30 days written notice. 5. COMMON FLOOR. The portion of the improvements on the leased premises between the lower surface of the ceiling of Lessee's water treatment facility and the upper surface of the floor of Lessor's adjoining municipal facili- ty, together with the foundation supporting such improve - ments, and any portion of walls abutting such improvements and the structural supports thereto are collectively re- ferred to as the "common floor." To the extent not inconsistent with this Lease, the general rules of law regarding party walls and liability for damage due to negligence or willful acts or omissions shall apply to the common floor. The costs and expenses of necessary and reasonable repair, maintenance or restoration of any portion of the common floor, including restoration in the event of damage - 3 - or destruction due to fire or other casualty, shall be divided equally between the Lessor and Lessee. If Lessor or Lessee shall fail, after a demand, to pay for any costs or expenses with respect to the common floor to be borne by the other party, then the demanding party shall have a lien, from and after the time notice of lien is recorded in the Office of Clerk and Recorder of Eagle County, Colorado, against the party who has failed to pay any such costs and expenses, for the full amount due and not paid, plus interest from the date of demand for payment at the rate of 18% per annum, plus all costs and expenses of collection of the unpaid amount, including reasonable attorney's fees. The lien may be foreclosed in the manner of foreclosure of mortgages in the State of Colorado. The failure of Lessee to pay the costs or expenses associated with the common floor shall also be considered a default under this Lease. Both Lessor and Lessee shall have a perpetual easement in and to that part of the adjoining area on which the common floor is located for all purposes commonly associated with party walls, including, without limitation, maintenance, repair and inspection. 6. TAXES AND ASSESSMENTS. Neither party expects any portion of the leased premises to be subject to taxes or assessments. If, however, the leased premises becomes subject to taxes or assessments, Lessee shall pay, when and - 4 - as the same become due and payable, all taxes, general and special assessments, and other charges of every description which', may be levied or assessed during the term of this lease upon or against the demised premises, all interest therein, and improvements and other property thereon, to which either the Lessor or Lessee may become liable in relation thereto. Lessee agrees to protect and hold harm- less the Lessor and the demised premises, all interest therein, and improvements thereon from any and all such taxes, assessments and other charges including any interest, penalties and other expenses which may be thereby imposed, and from any lien thereon or sale or other proceedings to enforce payment thereof. If the Lessee fails to make payment of such taxes, assessments and other charges at least ten (10) days prior to delinquency, the Lessor may at its option make the same and in such event the Lessee shall, on demand, repay', to the Lessor the amount so paid by Lessor, together with ',interest at the rate of fifteen per cent (15 %) per annum from the date of payment by Lessor. Lessee shall furnish a copy of receipted tax bills to Lessor within ten (10) days of receipt thereof. Lessee shall be entitled to protect or challenge any such tax or assessment or the validity thereof in the name of Lessor or otherwise, but any such action shall be at Lessee's own cost and expense and without cost or expense to the Lessor or the demised premises. Lessee will, with the - 5 - cooperation of Lessor, obtain tax exempt status for the demised premises. 7. MAINTENANCE AND REPAIRS. During the term of this lease, the Lessee shall maintain improvements con- structed by it as a water treatment plant in first class condition, at its own expense, make any and all proper or necessary repairs, alterations and replacements to such improvements and keep and maintain all of such improvements clean and in good order, condition and repair and in compli- ance with all applicable laws, regulations, and orders of public authorities, whether now in effect or hereafter adopted or issued; and the Lessor shall in no event be liable for or called upon to make or do any repairs, al- terations, replacements or maintenance in or upon such improvements or any part or portion thereof under any condition whatsoever. The foregoing obligations shall extend to the entire demised premises until such time as the Town constructs its municipal facility as is more specif- ically set forth in the parties' agreement executed on even date herewith, to the entirety of the Town's interest in Tract P. Lessee shall keep the leased premises free and clear of any liens for labor performed thereon for materials furnished to the Lessee, their contractors, subcontractors, sublessees or assigns and shall comply with Section 38 -26' -105 through 38 -26 -107, C.R.S. Lessee shall keep the leased premises, including sidewalks, driveways and parking lot in front of and around the leased premises free from ice and snow and free from litter, dirt, debris and obstructions until such time as Lessor completes construction of its municipal facility whereupon each party shall share the foregoing obligations equally determined on a pro -rata basis according to the square -foot usage. Lessee shall not commit, or suffer to be commit- ted, any waste nor any nuisance upon the lease premises. Lessor shall be obligated to provide maintenance, repair and replacement to the exterior of the demised premises. The costs associated with such maintenance, repair and replacement shall be shared by Lessor and Lessee determined on a pro rata basis according to the square foot usage. Failure by Lessee to pay any costs shall be deemed an event of default hereunder. 8. UTILITIES. Lessee shall pay promptly any and all charges for light, heat, power, water, gas, electricity and any and all other utilities or utility services consumed as a result of its activities on the leased premises or, at any time, charged against its improvements on or activities on the leased premises. 9. INDEMNITY OF LESSOR. Lessee shall and agrees to indemnify and forever save the Lessor and the demised premises free and harmless from and against: - 7 - a. Any and all liability, penalties, losses, damages, costs and expenses, causes of action, claims or judgments arising from or growing out of any injury or injuries to any person or persons or any damage or damages to any property as a result of any accident or other occur - rence'during the term of this lease occasioned by any act or acts, omission or omissions of the Lessee, its officers, employees, agent, servants customers, subtenants, conces- sionaires, licensees, contractors, invitees or permittees, or arising from or growing out of the use, maintenance, occupation or operation of the demised premises during the term of this lease, and b. From and against all legal costs and charges, including reasonable attorney's fees, incurred in and about such matters and the defense of any action arising out of the same or in discharging the demised premises or any part thereof from any and all liens, charges or judgments which may accrue or be placed thereon by reason of any act or omission of the Lessee. c. From any liability on account of or in respect of any mechanic's lien or liens in the nature thereof for work and labor done or materials furnished at the instance and request of the Lessee in, on or about the demised premises and, accordingly, Lessee will either satisfy any such lien or, if Lessee disputes the validity thereof, will defend any such legal action for the enforcement thereof (and if Lessee is deemed liable as a result of such action, will cause such lien to be satisfied and released). 10. DEFAULT. Should default of whatever nature be made and continue for thirty (30) days after written notice from the Lessor specifying such default, the Lessor through its agent or attorney shall have and at its option may exercise any one or more of the following rights and remedies, each of which shall be cumulative and in addition to all other rights and remedies authorized by law, provid- ed, however, that if the default by its nature cannot be reasonably cured within said 30 days, the following pro- visions shall not be operative so long as Lessee is proceed- ing with due diligence to cure said default; a. It may, without terminating this lease, bring and maintain an action for any amount due and unpaid; b. It may, so long as no bonds or other security obligations, leasehold or otherwise, are not outstanding, re -enter and take possession of the premises, remove all persons and property therefrom and, at its option, declare this lease and the leasehold estate hereby created to be null and void, and thereupon the same shall be and become terminated and ended; C. It may, so long as no bonds or other security obligations, leasehold or otherwise, are not outstanding, re -enter and take possession of the premises and remove all persons therefrom and, at its option, without declaring this 9 - lease or the leasehold estate created hereby terminated or ended, may re -let the premises or any portion thereof for such rent and upon such terms as it may see fit, or it may operate said property itself. If, by reason of any such default, the Lessor shall have elected to declare this lease terminated as provided for in subdivision "b" above, such default shall be deemed to be a breach of this lease in its entirety, and Lessor may utilize any and all legal remedies available to obtain redress for such breach. If, by reason of any such default, the Lessor shall have re- entered and shall have elected not to declare this lease terminated but to re -let the said property or to operate said property itself as provided in subdivision "c ", above', and if a sufficient sum shall not be thus realized, after', paying the expenses of re -entry and of re- letting and collecting or of operating said property to satisfy any charges or items payable by Lessee, Lessee agrees forthwith to satisfy and pay any such deficiency as and when the same arises and as and when demanded by the Lessor. In the event of any such re- letting, or of any such operation by the Lessor pursuant to the subdivision "c" above', the Lessee agrees that any and all of its improve - ments', structures, furniture, furnishings, equipment, and fixtures that are in or on or about the demised premises may be used by Lessor or its tenant until the expiration of the - 10 - natural term or any earlier termination of this lease, without payment of or any liability for rent, compensation or other charge; but if, on the expiration of the natural term or on any earlier termination of this lease, the total net amount so collected or received by the Lessor from and through any such re- letting or operation has exceeded the total, amount accrued and due and unpaid from the Lessee, then such excess shall be paid to the Lessee. Any re -entry or possession of said premises by the Lessor, or any notice served in connection therewith, or for money due the Lessor hereunder, shall not operate to release the Lessee from any obligation under this lease, except with the written consent of the Lessor. In the event of any such re -entry by the Lessor, the Lessor may, at its option, require the Lessee to remove from the premises any of the Lessee's property and struc- tures located thereon. If the Lessee fails to remove its structures, then the Lessor shall remove same or cause them to be removed, and Lessee shall be liable for all expenses incurred by Lessor in so doing. If Lessee fails to remove its personal property, Lessor shall not be responsible for the care or safekeeping thereof and may remove any of same from the demised premises and place the same in storage in a public warehouse at the cost, expense and risk of the Lessee with authority to the warehouseman to sell the same in the event that the Lessee shall fail to pay the costs of - 11 - a transportation and storage all in accordance with the rules and regulations applicable to the operation of a public warehouseman's business. Any refusal by a public warehouseman to accept personal property upon such con- ditions shall be conclusive evidence that the same is of no substantial value and shall be an unconditional warrant to the Lessor for disposing of the same in any manner it sees fit and without accountability for any alleged value there- of. In any and all such cases of re- entry, the Lessor may make any repairs in, to, or upon the demised premises which may be necessary, desirable, or convenient, and the Lessee hereby waives any and all claims on account of any and all damage which may be caused or occasioned by such re -entry or any of the aforesaid acts of the Lessor by reason of any loss or destruction or damage to any property in or about the demised premises or any part thereof. In addition to the foregoing rights and remedies, the Lessor shall have and at its option may exercise all other rights and remedies, whether similar or dissimilar to the foregoing and whether now or hereafter authorized by law or equity, it being understood that each and all of the rights and remedies available to the Lessor shall be cumula- tive and none of them exclusive. Whenever a right of re -entry is given to Lessor by the terms of this lease, Lessor may exercise the same by agent or attorney, and with or without legal process, such - 12 - process and any demand for possession of said premises being expressly waived by Lessee, and Lessor may use all force necessary to make such entry and /or to hold the demised premises after such entry and /or to remove Lessee and /or any other', person and property from the demised premises; and Lessor shall be entitled, on application to a court of competent jurisdiction, to have a receiver appointed in aid of the enforcement of any remedy here provided for. 11. EMINENT DOMAIN. In the event the demised property is condemned by any public authority or if a substantial portion of said property is condemned, making the remainder of the property unusable for the purposes as intended by this lease, this lease may be terminated either by Lessor or Lessee; any award made for leasehold improve - ments constructed by the Lessee shall be paid to the Lessee, and any award made for the value of improvements constructed by Lessor or for the value of the land condemned shall be paid to the Lessor. No damages shall be paid to Lessee as the result of the termination of this lease. 12. ATTORNEY'S FEES. In the event of any action instituted under this lease by either party hereto against the other, the prevailing party in such suit or proceedings shall be entitled to recover a reasonable attorney's fee from the other party, which fee shall be fixed by the Court. 13. SUBORDINATION. Lessor will subordinate its interest in the real property which is the subject of this - 13 - lease to any construction and /or permanent financing, including municipal lease financing, which the Lessee shall obtain in connection with the construction of a building upon the real property which is the subject of this lease for the term of this lease upon the following terms and conditions: a. Lessor's interest shall not be subordinated to any Deed of Trust or lease securing such a construction and /or permanent loan if at the time of recordation of such construction loan Deed of Trust or lease, the lease hereun- der is in default; b. Any such construction and /or permanent loan or lease shall provide that no portion of said loan shall be used to pay principal, interest, or other charges not directly connected with the construction of improvements on the site or sites which the Deed of Trust or lease securing such construction loan encumbers; C. Lessee shall upon request of Lessor furnish Lessor documentation evidencing compliance by Lessee with the terms and conditions contained herein within 30 days after any such request. 14. HOLDING OVER. In the event Lessee holds over or remains in the possession or occupancy of the demised premises after the expiration of this lease by lapse of time without any written lease of said premises being made or entered into between Lessor and Lessee, such holding over or - 14 - S continued possession or occupancy shall not be deemed or be held to operate as any renewal or extension of the term of this lease but shall only create a tenancy from month to month upon the other conditions provided for, and such month to month tenancy may, at any time, be terminated by either Lessor or Lessee giving to the other thirty (30) days written notice of intention to terminate the same. 15. NOTICES. All notices required under the terms of this lease shall be in writing and shall be de- livered personally or by registered or certified mail. 16. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties hereto and may be amended only by a writing executed by both. 17. LEASE BINDING ON OTHERS. The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the successors and assigns of all the parties hereto, and all of the parties hereto shall be jointly and severally liable hereunder. 18. DRAINAGE. Lessee shall be responsible for accepting surface drainage from adjoining lands, over, under and across said leased premises. In addition, Lessee shall provide for all drainage presently being accepted by any watercourse in the area, across, over or through the leased premises, and all provisions for altering such drainage shall', be subject to approval by the Lessor in writing. - 15 - N 19. EASEMENTS. This lease is subordinate to the terms and conditions of any and all public or quasi - public easements granted by Lessor over, under, upon, and /or across the leased premises. Lessor specifically reserves the right to grant additional easements provided that any future easement is or will not, in the discretion of Lessor, be incompatible with the use or uses herein authorized. IN WITNESS WHEREOF, the parties hereto have caused their names and seals to be affixed the day and year first above written for the purposes set forth herein. LESSOR: � fXt TOWN OF AVON Mayor LESSEE: UPPER EAGLE REGIONAL WATER AUTHORITY By:. y; President K6021885 - 16 - 0 O h h N O N N ° w 1.1 U c H ,££'£9 M ,II£ ,S£ 191 S ON AT N N _ a 'T o u N fA ° 0 h cn „*IS,TO eZT N i i C� z H z z H w W O H z H O a H Ln H CU W � H �D x CN w � x A4 v ( w v v - ca Q `l' M „I£, S£ H m a) _ C-4 o °9I S d W �? M o0 h -zr M M v° ca z z o N ,L9'TT 00 C) r, oo �c :1 U a „TE ,S£ °9T N I E� 19 cn Pq o� o -: M z o j E4 N E1 P4 rn NT P1 N � W a N H c ° ^ N p M, h w z� z ,££'*t* Ei M „T£,S£ °91 S a � W � r� - N M M ° �O t11 M h w C1 (� {.z 100'0'/ 091 N �o N O .} M h ON AT N N _ a 'T o u N fA ° 0 h cn „*IS,TO eZT N i i C� z H z z H w W O H z H O a H Ln H CU W � H �D x CN w � x A4 v ( w v v - ca Q 3.1 H m a) _ tN d W �? v° ca z ,C ,G v 00 C) r, oo �c :1 U N O 7 r Gl ° ON M r+ M E� M MN . -+ N cn Pq W I EXHIBIT "A" PHASE 1 WATER TREATMENT PLANT Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west', line of said Tract P which bears N.12 01'54 "E.; thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and central angle of 3 028'54" a distance of 23.70 feet; thence S73 024'29 "E., 89.02 feet to the POINT OF BEGINNING; thence N:16 035'31 "E., 48.00 feet; thence N.73 024'29 "W., 41.00 feet; thence N.16 035'31 "E., 48.00 feet; thence S•73024'29 "E., 277.00 feet; thence S.16 035'31 "W., 63.33 feet; thence N.73 °24'29 "W., 48.00 feet; thence N.16 °35'31 "E., 11.67 feet; thence N.73 024'29 "W., 131.67 feet; thence 5.16 °35'31 "W., 44.33 feet; thence N.7302429 "W., 56.33 feet to The Point of Beginning and there terminating; said water treatment plant contains 0.3953 Acres. Sheet 2 of 3 EXHIBIT "A" PHASE 2 - FUTURE WATER TREATMENT PLANT EXPANSION Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.12 001154 "E.; thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and a central angle of 3° 28'54" a distance of 23.70 feet; thence S.73 °24'29 "E., 145.35 feet the POINT OF BEGINNING; thence N.16 035'31 "E., 44.33 feet; thence S.73° 24'29 "E., 131.67 feet; thence S.16 035'31 "E., 11.67 feet; thence S.73° 24'29 "E., 20.33 feet; thence S.16 035'31 "W., 32.67 feet; thence N.73° 24'29 "W., 152.00 feet to the Point of Beginning and there terminating, said expansion site contains 0.1493 Acres. z�K yrc I EXHIBIT "A" PHASE 2 - FUTURE WATER TREATMENT PLANT EXPANSION Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.12 001154 "E.; thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and a central angle of 3° 28'54" a distance of 23.70 feet; thence S.73 °24'29 "E., 145.35 feet the POINT OF BEGINNING; thence N.16 035'31 "E., 44.33 feet; thence S.73° 24'29 "E., 131.67 feet; thence S.16 035'31 "E., 11.67 feet; thence S.73° 24'29 "E., 20.33 feet; thence S.16 035'31 "W., 32.67 feet; thence N.73° 24'29 "W., 152.00 feet to the Point of Beginning and there terminating, said expansion site contains 0.1493 Acres. BILL OF SALE AND INDENTURE 0 U Q V C U K" J;2 PAM 7,?3 JOHNNET'c r H{LLLP' ABLE CTY. ?E00P F MAY ! 9 34 Am 185 THIS BILL OF SALE AND INDENTURE is made this 3 �D fllday of April, '1985 by and between the ARROWHEAD METROPOLITAN DISTRICT, 'a quasi- municipal corporation and political sub- division of the State of Colorado (hereinafter referred to as "District ") and the UPPER EAGLE REGIONAL WATER AUTHORITY, a separate governmental entity and political subdivision of the State of Colorado established pursuant to Section 29 -1- 204.2, C.R.S., as amended (hereinafter referred to as "Authority "). WITNESSETH: WHEREAS, the parties have previously entered into an Agreement dated September 18, 1984 regarding the conveyance of property, goods, and chattels hereinbelow described; and WHEREAS, it is the intent of the parties that the Authority be allowed to utilize all of the real property interests of the District for carrying out the functions of the Authority, NOW, THEREFORE, in consideration of these premises and in consideration of Forty Thousand Dollars ($40,000.00) and other good and valuable consideration in hand paid to the District, the receipt and adequacy of which is hereby acknowledged, IT IS AGREED: 1. Bill of Sale. The District has bargained and sold, and by these presents does hereby grant and convey unto the Authority, its successors and assigns, the property, goods, and chattels, all as described on Exhibit A attached hereto and made a part hereof by this reference. 2. Conveyance of Easement. The District does hereby grant, convey, and quit claim unto the Authority, its successors, and assigns, a perpetual easement in gross and right to use, for any and all purposes connected with the use and operation of the property described in Exhibit A, all real property owned by the District in the County of Eagle, State of Colorado. 3. License. The Authority is hereby granted a license over, within, and across any easement or other real property interest belonging to the District, in the County of Eagle, State of Colorado, for the use and operation of the property described in Exhibit A and for the purpose of operating any interconnecting facilities necessary to the operation of the Authority. 4. Warranties. The District covenants that the District has lawful', right to convey said real property, goods, and chattels, and to grant such easement, rights -of -way, license or other interests in real property. Following completion of the purpose of any entry by the Authority, the Authority shall restore the premises to substantially the same con- dition existing at the time of entry thereon in accordance with the conditions of entry applicable to the District. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date and year first above written. ARROWHEAD METROPOLITAN DISTRICT By `2 '-� G�k� -Z' President ATTEST: Secretary ( S E A L] J' UPPER EAGLE REGIONAL WATER AUTHORITY ATTEST: f` y¢c,; ecret�ar 3 1 p .S E *A L',),, By �Z-� -s: President 2 STATE OF COLORADO } )ss. COUNTY OF } The foregoing Bill of Sale and Indenture was acknowledged before me this _ ��t' day of April, 1985, by tti i i ,Vl < t as President and �� as Secretary of the Arrowhead Metropolitan District. Witness my hand and official seal. J 5 a� ` "'My, Commission Notary Public Address r t expires STATE OF COLORADO ) )ss. COUNTY OF ) The foregoing Bill of Sale and Indenture was acknowledged before me this day of April, 1985,_ by ;,.. as President and��,k, as,Secretary of the Upper Eagle Regional Water Authority. Aq ,-� Witness my hand and official seal. � iv �, = , My "Commission expires: Notary Public Address 3 Exhibit A ARROWHEAD METROPOLITAN DISTRICT ASSET LIST Undeveloped Wells 1 and 2 OHNNETI E PHIL jG. BILL OF SALE AND INDENTURE MAY t 9 54 AM'F� THIS BILL OF SALE AND INDENTURE is made this J`rt -'day of April, 1985 by and between the AVON METROPOLITAN DISTRICT, a quasi - municipal corporation and political subdivision of the State of Colorado (hereinafter referred to as "District ") and the UPPER EAGLE REGIO14AL WATER AUTHORITY, a separate governmental entity and political subdivision of the State of Colorado established pursuant to Section 29 -1- 204.2, C.R.S., as amended '(hereinafter referred to as "Authority "). WITNESSETH: WHEREAS, the parties have previously entered into an Agreement dated September 18, 1984 regarding the conveyance of property, goods, and chattels hereinbelow described; and WHEREAS, it is the intent of the parties that the Authority be allowed to utilize all of the real property interests of the District for carrying out the functions of the Authority, -2 . Ees grant, convey, and quit claim unto the Authorit successors, and assigns, a perpetual gross and right to use, for any and _,al -1--- purposes connected with the use and operation of._theproperty described in Exhibit A, all real property owned by the District in the County of Eagle, Stato-of- 3. License. S over, within, and across any easement or other r perty interest belonging to the District, in unty of Eagle, / State of Colorado, for the us peration of the property described in Exhibi for the purpose of operating any interconnectia acilities necessary to the operation of the t Au-t-hority,.:_._�_ - U NOW, THEREFORE, in consideration of these premises and ? I'I �t�` in consideration of Hundred Fifty -Two Thousand Dollars (52,000.00) and other good and valuable consideration in hand paid to the District, the receipt and adequacy of which is hereby acknowledged, IT IS AGREED: 1. Bill of Sale. The District has bargained and sold, and by these presents does hereby grant and convey unto the Authority, its successors and assigns, the property, goods, and chattels, all as described on Exhibit A attached hereto and made a part hereof by this reference. -2 . Ees grant, convey, and quit claim unto the Authorit successors, and assigns, a perpetual gross and right to use, for any and _,al -1--- purposes connected with the use and operation of._theproperty described in Exhibit A, all real property owned by the District in the County of Eagle, Stato-of- 3. License. S over, within, and across any easement or other r perty interest belonging to the District, in unty of Eagle, / State of Colorado, for the us peration of the property described in Exhibi for the purpose of operating any interconnectia acilities necessary to the operation of the t Au-t-hority,.:_._�_ - U 4. Warranties. The District covenants that the District has lawful rtgtt to said real property, goods, and chattels, and to grant such easement, rights -of -way, license or other interests in real property. Following completion of the purpose of any entry by the Authority, the Authority shall restore the premises to substantially the same con- dition existing at the time of entry thereon in accordance with the conditions of entry applicable to the District. IN WITNESS WHEREOF, the parties hereto have set their hands and 'seals on the date and year first above written. AVON METROPOLITAN DISTRICT By President ATTEST: 1 Secretary t _ S -E A L.i UPPER EAGLE REGIONAL WATER AUTHORITY ATTEST: �-Y Sec e to ry L By President 2 STATE OF COLORADO ) )ss. COUNTY OF ) The foregoing,$ill of Sale and Indenture was acknowledged before me this - day of April, 1985, by as President and .as ,Secretary of the Avon Metropolitan District. -- Witness- my hand and official seal. Notary Public Address My Commission expires STATE OF COLORADO ) )ss. COUNTY OF ) The forego before me this as Secretary of Witness my ing Bill of Sale and Indenture was acknowledged �t day of April, 1985, by as President and the Upper Eagle Regional Water Authority. hand and official seal. No ary Public Address t My Commission expires: 3 Exhihit A AVON EQUIPMENT LIST Pumps: 50 H.P. Raw H2O Pumps (1081 GPM) 200 H.P. H.S. (Finished) H O Pumps (1081 GPM) 1/4 H.'P. Naf Pump (Rhem Feed Diaphragm Pump) 1/4 H.P. KM O Pump (Diaphragm Metering Pump) 1/3 H.P. Alum Pump (Chemical Feed Diaphragm Pump) 1/3 H.P. Polymer Pump (Chemical Feed Diaphragm Pump) 1/2 H.P. Chemical Trans. Pump (Positive Dis. Chemical Feed Pump) 5 H.P. Holding Tank Pump Mixers: 120 Volt KM O Mixer - 220 Volt, 3NH.P. Flashmixer Air Equipment: 230/460 Volt, 2 H.P. Air Compressor 230/460 Volt, 25 H.P. Air Blower Chemical Equipment: 50 Gallon Portable Polyetaylene Tanks 150 Gallon KM N0 Tank 2600 Gallon Aluminum Holding Tank (Fiberglass) Chemix'(Neptune Microfloc) Automatic Chemical Feed Unit Chlorine Feed System - Auto Switch Over, Double Cylinder Weight Scale, Roto Tubes, Etc. Miscellaneous Equipment: Pressure Filters 80 feet2, 60 PSI, Max PSI Main Power Distribution Panel Motor Control Center Telemetry Panel Plant Control Panel Baker Pnuematic Control Panel for Filters Hach Inline Turbidimeters 2 2 1 1 1 1 1 r 1 1 1 2 1 1 1 2 1 1 1 1 1 2 BILL OF SALE AND INDENTURE `T °Z ._ PAGE �OHNNE�'E �KlLL1�'"� MAY 1 9 54 AM's S'BILL OF SALE AND INDENTURE is made tMETROPO TANay the BERRY CREEK THIS and between of April, !1985 by DISTRICT, !a quasi - municipal corporation and political sub - division of the State of Colorado (hereinafter referred toaas "District ") and the UPPER EAGLE REoliticalAsubdivision of the separate governmental entity and p _ State of Colorado established pursuanredotoeas1"Authority")- C.R.S., as amended (hereinafter WITNESSETH: arties have previously entered into an ber 18, 1984 regard WHEREAS, the p the conveyance Agreement dated Septeming of property, goods, and chattels hereinbelow described; and that the Authority WHEREAS, it is the intent of the pro arties ies interests of be allowed to utilize all the of the Authority, the District for carrying out NOW, THEREFORE, in consideration of these premises and in consideration of Two Hundred Twenty -Five Thousand Dollars ($225,000.00) and other good and valuable consideration in hand paid to the District, the receipt and adequacy of which is hereby acknowledged, IT IS AGREED: 1. Bill of Sale. The District has bargained and sold, and by these presents does hereby grant and convey unto the Authority, its successors and assigns, the property, goods, and chattels, all as described on Exhibit A attached hereto and made a part hereof by this reference. 2. Conveyance of Easement. The District does hereby its grant, convey, and gucaaperpetuualheasementlin� gross and successors, and assigns, right to use, for any and all purposes connected with the use and operation of the property described in Exhibit A, all real property owned by the District in the County of Eagle, State of Colorado. 3 License. The Authority is hereby granted a license over, within, and across any interest belonging to the District State of Colorado, for the use and operation of the property described in Exhibit Aa purpose interconnecting facilities Authority. N Exhibit A BERRY CREEK EQUIPMENT LIST Pumps: 30 H.P. Well Pump - Four -inch submersible (200 GPM's) 1 50 H.P. Well Pump - Four -inch submersible (235 GPM's) 1 1.5 H.P. C/2 Booster Pump 1 C/2 Equipment: Scale' Change -over Unit- Regulator Injector Miscellaneous Equipment: Pump Control Panel Flowmeters Undeveloped Wells 3 and 4: 1 1 1 1 1 2 F BILL OF SALE AND INDENTURE 309063 J I _YLj_11Z PAGE JOHNNETTE PNILEIPz `AGLE GfY. RECO'RD!- MAY I. 9 54 AM's5 THIS BILL OF SALE AND INDENTURE is made this _*. day of April, 1985 by and between the EAGLE -VAIL METROPOLITAN DISTRICT, a quasi - municipal corporation and political sub- division of the State of Colorado (hereinafter referred to as "District ") and the UPPER EAGLE REGIONAL WATER AUTHORITY, a separate governmental entity and political subdivision of the State of Colorado established pursuant to Section 29 -1- 204.2, C.R.S., as amended (hereinafter referred to as "Authority "). WITNESSETH: WHEREAS, the parties have previously entered into an Agreement dated September 18, 1984 regarding the conveyance of property, goods, and chattels hereinbelow described; and WHEREAS, it is the intent of the parties that the Authority be allowed', to utilize all of the real property interests of the District for carrying out the functions of the Authority, NOW, THEREFORE, in consideration of these premises and in consideration of One Hundred Sixty -Seven Thousand Dollars ($167,000.00) and other good and valuable consideration in hand paid to the District, the receipt and adequacy of which is hereby acknowledged, IT IS AGREED: 1. Bill of Sale. The District has bargained and sold, and by these presents does hereby grant and convey unto the Authority, its successors and assigns, the property, goods, and chattels, all as described on Exhibit A attached hereto and made a part hereof by this reference. 2. Conveyance of Easement. The District does hereby grant, convey, and quit claim unto the Authority, its successors', and assigns, a perpetual easement in gross and right to use, for any and all purposes connected with the use and operation of the property described in Exhibit A, all real property owned by the District in the County of Eagle, State of Colorado. 3. License. The Authority is hereby granted a license over, within and across any easement or other real property interest belonging to the District, in the County of Eagle, State of Colorado, for the use and operation of the property described in Exhibit A and for the purpose of operating any interconnecting facilities necessary to the operation of the Authority. t 4. Warranties. The District covenants that the District has lawful right to convey said real property, goods, and chattels, and to grant such easement, rights -of -way, license or other interests in real property. Following completion of the purpose of any entry by the Authority, the Authority shall restore the premises to substantially the same con- dition existing at the time of entry thereon in accordance with the conditions of entry applicable to the District. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date and year first above written. EAGLE -VAIL METROPOLITAN DISTRICT Secretary B. E A L ) C'�;,,� ; UPPER EAGLE REGIONAL WATER AUTHORITY .. By�� President ATTEST: i X.V5 icre,tary A ) 2 STATE OF COLORADO ) )ss. COUNTY OF ) The foregoing Bill of Sale and Indenture was acknowledged before me this _-q t "` day of April, 1985, by as President and as Secretary of the Eagle -Vail Metropolitan District. ,Witness my hand and official seal. 1 1 -1 Notary Public \J. Address f My commission expires STATE OF COLORADO ) )ss. COUNTY OF ) The forego before me this as Secretary of Witness my ing Bill of Sale and Indenture was acknow )-edged ± day of April, 1985 by as President and the Upper Eagle Regional Water Authority. hand and official seal. Notary Public Address My Commssion expires: e r , r t e �.k FYI,; h; t A EAGLE -VAIL EQUIPMENT Pumps: 50 H.P. Raw H 0 Pump (300 GPM) 1 75 H.P. Raw H2O Pump (450 GPM) 1 150 H.P. Raw A2O Pump 1 7.5 H.P. Backwash Pumps (300 GPM's) 2 1/6 H.P. KM O Pump (10.5 GPH) 1 1/2 H.P. Aluminum Pump (26.9 GPH) 1 NaF Pump 1 1/6 H.P. Polymer Pump 1 1/2 H.P. Polymer Solution Pump (26.9 GPH) 1 5 H.P. C/2 Booster Pumps 2 1/2 H.P. House Water Pump 1 Mixers: 1/3 H.P., 115/230 Volts KMN0 Mixer 1 _1/3 H.P., 115/208 -230 Volts Aluminum Mixer T Air Equipment: 1.5 H.P. Air Compressor 1 1.5 H.P., 230/460 Volts - House Water Air Compressor 1 �10 H.P. Air Blower (Air Scourer System) 1 C/2 Equipment: Scale 1 Change -over Unit 1 Injector 1 Regulators 2 Chemical Equipment: 30 Gallon Portable Polyethaylene Tanks 2 Chemix (Netune Microfloc) Atomatic Chemical Feed Unit 1 NaF Polyethaylen Tank - 50 gallons 1 Miscellaneous Equipment: Control Panel for Filter Valves, Pumps, Tank Chart 1 Control Panel for Raw Water Pumps 1 Heaters 4 Cupboard with—Sink 1 Pressure Filters 3 HF Inline Turbidimeters 2 Hach 'Inline Turbidimeter 1 C/2 Analyzer 1 Westinghouse Control Panel 1 BILL OF SALE AND INDENTURE 309064 , 6X;x _4 LA_ PA,-Z JOHNNfT i *L PHILLIP �h'tGLE C) Y. L��t•'' MAY 1 9 54 AM '85 THIS BILL OF SALE AND INDENTURE is made this day of April, 1985 by and between the EDWARDS METROPOLITAN DISTRICT, a quasi - municipal corporation and political subdivision of the State of Colorado (hereinafter referred to as "District ") and the UPPER EAGLE REGIONAL WATER AUTHORITY, a separate governmental entity and political subdivision of the State of Colorado established pursuant to Section 29- 1- 204.2, C.R.S., as amended (hereinafter referred to as "Authority "). WITNESSETH: WHEREAS, the parties have previously entered into an Agreement dated September 18, 1984 regarding the conveyance of property, goods, and chattels hereinbelow described; and WHEREAS, it is the intent of the parties that the Authority be allowed to utilize all of the real property interests of the District for carrying out the functions of the Authority, NOW, THEREFORE, in consideration of these premises and in consideration of Thirty -Six Thousand Dollars ($36,000.00) and other 'good and valuable consideration in hand paid to the District, the receipt and adequacy of which is hereby acknowledged, IT IS AGREED: 1. Bill of Sale. The District has bargained and sold, and by these presents does hereby grant and convey unto the Authority, its successors and assigns, the property, goods, and chattels, all as described on Exhibit A attached hereto and made a part hereof by this reference. 2. Conveyance of Easement. The District does hereby grant, convey, and quit claim unto the Authority, its successors, and assigns, a perpetual easement in gross and right to use, for any and all purposes connected with the use and operation of the property described in Exhibit A, all real property owned by the District in the County of Eagle, State of Colorado. 3. License. The Authority is hereby granted a license over, within, and across any easement or other real property interest belonging to the District, in the County of Eagle, State of Colorado, for the use and operation of the property described in Exhibit A and for the purpose of operating any interconnecting facilities necessary to the operation of the Authority. 4. Warranties. The District covenants that the District has lawful right to convey said real property, goods, and chattels, and to grant such easement, rights -of -way, license or other interests in real property. Following completion of the purpose of any entry by the Authority, the Authority shall restore the premises to substantially the same con- dition existing at the time of entry thereon in accordance with the conditions of entry applicable to the District. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the date and year first above written. EDWARDS METROPOLITAN DISTRICT By - President ATTEST: ecretary' +v r{ t1 UPPER EAGLE REGIONAL WATER • `' AUTHORITY By �t President ATTEST: 74 5/ e a ry ( S E A L ) STATE OF COLORADO ) )ss. COUNTY OF } The foregoing Bill of Sale and Indenture was acknowledged before me this day of April, 1985, by. �)Aj�„ k as President and as Secretary of the Edwards Metropolitan District. Witness my hand and official seal. n , My Commission Plotary Public Address expires ~` STATE OF COLORADO } )ss. COUNTY OF ) The foregoing Bill of Sale and Indenture was acknowledged before me this day of April, 1985., by1�� as President and as Secretary of the Upper Eagle Regional Water Authority. Witness my hand and official seal. Notary Public Address oyn lion expires: �. e Exhibit A EDWARDS EQUIPMENT LIST Pumps: 5 H.P. Well Pump - Four -inch Submersible 20 H.P. Well Pump - Six -inch Submersible (102 GPM's) 40 H.P. Booster Pump (175 GPM's) Miscellaneous Equipment: Well Pump Control Panel Telemetry/Pump Control Panel Tank Level Recorder Panel Booster Pump Control Panel Adcore Dialer Alarm C/2 Scale C/2 Change -over Unit C/2 Regulator C/2 Injector 1 1 1 1 2 1 1 1 1 1 1 1 A G R E E M E N T 30pp�7 s� `t_F Mar 9 Sq AM THIS AGREEMENT is entered into the 30th day of April , 1985, between the Town of Avon, a municipal corporation ( "the Town ") and Upper Eagle Regional Water Authority, a separate governmental entity established pursuant to Section 29 -1- 204.2, C.R.S. ( "the Authority "); RECITALS: The Town has entered into an agreement whereby Benchmark at Beaver Creek, a limited partnership, ( "Benchmark ") will convey to the Town three acres of Tract P, Benchmark at Beaver Creek Subdivision, County of Eagle and State of Colorado. The parties have agreed that the Town will lease to the Authority a portion of that three - acre parcel, together with the grant of associated easements, for purpose of construction thereon of a water treatment facility by the Authority. It further is the intent of the Town to construct municipal facilities within the airspace above such water-treatment facility, retaining three - quarters of an acre of the remaining portion of the three -acre tract conveyed to it by Benchmark for parking to be used jointly by the Authority and the Town and, if a school is constructed on Tract P, by the Eagle County School District RE -50J. Attached hereto are the following exhibits: a. Exhibit "A" - map of the water treatment plant and municipal facility describing the boundary of the three' -acre parcel. b. Exhibit "B" - legal description of the tract to be leased by the Town to the Authority (the water treatment plant depicted on Exhibit "A ".) C. Exhibit "C" - structural load limitations of the water treatment plant and subjacent support for the municipal facility. �a; d. Exhibit "D" - Easement Agreement e. Exhibit "E" - Agreement dated December 17, 1984,', with Benchmark and other parties. NOW, THEREFORE, it is agreed as follows: 1. Lease. The Town will, at the time of execution hereof, lease to the Authority at a charge of $500.00 for a period of 99 years the tract of land described on Exhibit "B" hereto, reserving, however, the right to construct municipal facilities subject to structural load limitations described on Exhibit "C" hereto, within the airspace above the facility constructed by the Authority and the right to require such subjacent support thereof as is required by Exhibit "C" hereto. Such lease will be conditioned upon the Authority's acquisition of financing for a', water treatment facility on the tract described on Exhibit "B" by January 1, 1986. The Authority further agrees to use due diligence to commence construction of the water treatment facility by January 1, 1987. 2. Associated Easements. The Town further will, upon commencement of construction of the water treatment plant', grant to the Authority without additional charge the easements depicted on Exhibit "D," such easements to be perpetual in nature except upon abandonment thereof. 3. Additional Consideration. As further consideration, the Authority has provided conceptual design planning for proposed improvements by the Town within the airspace as aforesaid to the extent of the sum of $10,000 for said services, and the Authority hereby agrees to pay the Town, upon obtaining and closing financing for the water treatment facility, the sum of $40,000 for improvements to the remaining portion of Tract P as well as the portion of Tract', G, Benchmark at Beaver Creek Subdivision, now used as a ballfield, all as is more specifically shown on Exhibit "A" and all in accordance the specifications of and at the discretion of the Town. Such improvements shall be - 2 - completed by the Town as construction of improvements to the parcel leased to the Authority is completed. It is specifically understood that the Town shall have no obligation to pay any part of the cost of planning for the water treatment facility. 4. Plans for Facility. The Authority agrees that it will be bound by the ordinances and regulations of the Town relating to site plan and design review as well as comply with the terms and conditions of the Town's agreement dated December 17, 1984, a copy of which is attached as Exhibit "E," and will comply with the Town's building codes. The Town will waive building permit fees associated with construction of the water treatment facility. Plans for construction of the water treatment facility shall demonstrate to the satisfaction of the Town that sufficient subjacent support will be provided for the Town's municipal facilities. So long as the Town commences construction of its municipal facility above the leased premises at a sufficiently early date that the roof of the municipal facility may be constructed contemporaneously with the Authority's water treatment facility, the roof of the water treatment facility shall be constructed of concrete, in accordance with the Town's specifications, and at the expense of the Authority, so as to be adequate to serve as the floor of the Town's municipal facility. In the event the Town does not commence construction of its municipal facility above the leased premises at a sufficiently early date that the roof of such facility may be constructed contemporaneously with the Authority's water treatment plant, (a) a temporary roof or other suitable weatherproofing over the Authority's water treatment plant shall be constructed by the Authority at the Town's expense, or (b) a permanent roof and other suitable weather proofing over the Authority's water treatment plant shall be, at the - 3 - Town's option, constructed by the Authority at the Authority's expense. A commitment by the Town, including any change in the detail of the Town's plans may be required by the Authority no earlier than October 1, 1985; until such date the Town shall retain a maximum degree of flexibility in its plans consistent with the plans of the Authority. 5. Additional services. The Authority also agrees that it will (if a swimming pool is included as a part of the Town's municipal facilities) provide the labor necessary for maintenance of water quality to Colorado Department of Health standards of a swimming pool and related water facilities. The Authority will not charge therefor provided the expense of supplies and materials will be reimbursed by the Town. The Authority and the Town will coinsure each other and provide proof thereof in the limits set forth in paragraph 8. 6. Plant Expansion. It is understood by the Town that the Authority may desire to expand the water treatment facility at a future date. The Authority is therefore granted an option, to be exercised in writing within ten years', hereof, to lease approximately 6750 sq. ft. of land identified as "Future Plant" on Exhibit "B" on the terms and conditions which are contained herein, and in the Lease Agreement; provided, no additional consideration, as required by section 3 hereof, shall be paid and, provided further, that deadlines therein shall bear the same relationship to the execution of the option as the deadlines contained herein have to the date of execution of this Agreement. In the event the Authority determines that it will not exercise said option because the future plant expansion will not be needed, the Authority will release any right',title or interest it may have in said site to the Town at the time said determination is made. Furthermore, in the event of the non - exercise of the option granted herein prior to the - 4 - expiration thereof, within ten years hereof or in the event of release of said option, the Authority shall thereafter have no claim of interest in said Future Plant site. 7. Status of Employees. Employees of the Author- ity shall be and remain employees of the Authority and no employee shall have any pension, compensation, civil service statue or other right with respect to the Town. Further the Town shall not be called upon to assume any liability for the direct payment of any salary, wage or compensation to any employees of the Authority performing services under this Agreement. Further, the Town shall not be liable for compensation or indemnity to any employee of the Authority for any injury or illness arising out of services provided under', this Agreement. 8. Indemnification. Neither party shall be deemed to assume any responsibility or liability for the negligent or intentional acts of any employee of the other party'. In the event that either party pays or is required to pay any claim arising out of a negligent or intentional act, or failure to act, of an employee of the other party, then the party making payment shall be indemnified by the other party for the amount of such claim or judgment includ- ing reasonable attorneys' fees, provided, however, that the party against whom any claim is filed shall give timely notice to the other party of the pendency of such claim, as well as an opportunity to pay, deny or defend such claim or suit. Additionally, notwithstanding the aforementioned liability and indemnification provisions, all liability actions concerning either party shall be in conformance with and limited to Section 24 -10 -101, C.R.S., commonly known as the "Colorado Governmental Immunity Act." 9. Insurance. The Town and the Authority shall, during the term of this agreement and the lease between the parties and any renewals or extensions of either, maintain - 5 - at the sole expense of each the following types of insurance coverage with companies and in amounts acceptable to both parties. Each party shall be named as an additional insured in the policies of the other. (a) Comprehensive general liability coverage in the initial minimum amount of $400,000/$150,000 and thereafter in such amounts required pursuant to Section 24 -10 -104, C.R.S., protecting the parties and their offi- cers, directors and employees against any loss, liability or { damages whatsoever from personal injury, death, property damage or otherwise, arising from or in any way connected with management, administration and operation of the Author- Z ity and the Town. (b) Completed operations coverage designed r to insure against injury to the property of third parties or the persons of those third parties caused by the operation 1 of the facilities of either party in the initial minimum amount of $400,000/$150,000 and thereafter in the minimum f amounts required pursuant to Section 24 -10 -104, C.R.S. (c) The foregoing notwithstanding, the r Authority will make provision for workmen's compensation insurance, social security, or an alternate plan, disability and unemployment insurance for its employees performing this Agreement, as required by any law of the State of Colorado or the federal government and will upon request exhibit evidence thereof to the Town. 10. Miscellaneous. It is agreed that the construction of an additional at -grade railroad crossing at the south terminus of West Beaver Creek Boulevard is in the j best interest of the residents of the Town and the residents 1! of the County. In the event the Town in the exercise of its sole discretion should petition the Colorado Public Utilities Commission for an additional crossing, the parties hereto, without making any financial commitment, will give } C' r J 1 their full support thereto, including actively participating in any proceedings before the Commission. Executed by the parties hereto the day and year first above written. TOWN OF AVON, a municipal corporation,"�� — Allan R. Nottinghamf Mayor UPPER EAGLE REGIONAL WATER z AUTHORITY By: Chairman , 1`t '' ST: Secretary STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing i)strument was subscribed and sworn to before me this day of� , 1985, by Allan R. Nottingham, Mayor, /and Patricia J. .,Doyle,, as Town Clerk, of the Town of Avon. _ My commission expires Syr Witness my hand and off'cial seal. otary Public STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was subscribed and sworn to before me this r�'�� day of Q� 1985, by as - 7 - Chairman, and �'� l.� �„t i� << t�� , as /Secretary of Upper Eagle Regional Water Authority. My commission expires: t K6030!785 Witness my hand and official seal. Notary Public N 120 01'54" E -- f u rr a it n x+ i c { tri t td m cn Pl) N N W W m O ' W «-. w tQ 0 m� G V rT 0" CO V O M CL a" a' t OD ° N "0 In O O - -Ei g :4 _. t0 rt - - - O l.n m ju m N - 0 " m 1 O C+ z = R rt ' N ^' N 160 35' 31" E F{ ort o �O_ 48.0' � W M K N tD H rte-• ° rt � ►t �s - N ro i o r� " 0t t m N 16° 35' 31 "E °� .� 48.00 ro z N O1 H 00 H cn H -t,' 1 p v H w H rn N > - N � tz .� z S 160 35'31 "W y z 44.33' � y � t lz z �w y o ° C tz > > N � z IN O � v 1 I N 160 35' 31 "E 11.67' N o z w � v I It co w - - -= ° C) S 16° o 35'31" W rQ 32.67' `O S 160 35' 31" W 63.33' N V v O 0 EXHIBIT A Sheet 1 of 3 04/26/85 O DK:rls 4/26/85 EXHIBIT "A" WATER TREATMENT PLANT AND TOWN OF AVON COMMUNITY AREA Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County.,-- -Colorado, and with all bearings relative to the west line 'of said Tract P which bears N.12 0 01'54 "E.: thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and central angle of 8 035'13" a chord distance of 58.39' bearing N16019'31 "E.; thence N.12c0l'54 "E., 272.00 feet; thence S.73 0 27122 "E.1 420.00 feet; thence 5.18 °2532 "W., 329.73 feet; thence along a curve concave to the south having a radius 2,914.93 feet and a central angle of 7 °3724" a chord distance of 387.55 feet bearing N.73"27'22 "W. to the point of beginning and there terminating; said property contains 3.00 acres. EXHIBIT A Sheet 2 of 3 04/26/85 1 UQpn n�mn mzn vaa�° � T, m C) 0 Z. a 0 7— fl n�m -i 0 G � u L nrP? -i w.0 1 n�PN (P w0 a �0 V! � p EXHIBIT "A" 0-1� 7 � rn� �9 L� �L c� A T- :5. 18' Z S' 52" 14. x:20, EXHIBIT A Sheet 3 of 3 04/26/85 -79 .oat I -- -- --o 0 � I n � L • J tN J 0 w Q r4 rJ N a �E m 0 a a p 1 � 1 , EXHIBIT A Sheet 3 of 3 04/26/85 -79 .oat I -- -- --o 0 vnrhihii a Page 1 of 7 PRELIMINARY EASEMENT 3 -22-85 RIVER INFLUENT ON W.T.P. SITE (2.25 ACRES) Commencing at the southeast corner of the 2.25 acre water treatment plant site; thence westerly along the curved southerly line of said 2.25 acre water treatment plant site through a curve concave to the south, having a central angle of 0° 30'21 ", a radius of 2914.93 feet, for an arc length of 25.73 feet to the POINT OF BEGINNING; thence continuing along said southerly curved line extended, through a central angle of 0023'37 ", a radius of 2914.93 feet, for an arc length of 20.03 feet; thence N.16° 35132 "E., 50.18 feet to a point on the south line of the Lake Influent easement across the water treatment plant site; thence S.73! °12'22 "E., 20.00 feet along said south line of the Lake Influent easement; thence 5.16 °35'32 "W., 51.18 feet to the Point of Beginning and there terminating; said easement contains 0.0233 acres, more or less. s F�rhihi.i -• A Page 2 of 7 PRELIMINARY EASEMENT 3 -22 -85 SOUTHERLY UTILITY EASEMENT ON W.T.P. SITE (2.25 ACRES) Beginning at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.12 °01'54 "E.; thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and central angle of 3 °55'20 ", and an arc length of 26.70 feet; thence S.73° 2429 "E., 387.43 feet to a point on the east line of the 2.25 acre water treatment plant site; thence S.18 °25'32 "W., 26.36 feet along said east line', of the 2.25 acre water treatment plant site to the south line '',of said Tract P; thence westerly along said south line of Tract P through a curve concave to the south having a radius of 2914.93 feet, a central angle of 7 °37'24 ", and an arc length of 387.84 feet to the Point of Beginning and there terminating; said easement contains 0.1975 acres, more or less. Page 3 of 7 PRELIMINARY EASEMENT 3 -22 -85 TREATED WATER TIE LINE ACROSS TRACT P Commencing at the southeasterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado; thence westerly along the curved southerly line of said', Tract P to the southeasterly corner of the 2.25 acre water treatment plant site, said curve being concave to the south having a central angle of 03 040'32 ", a radius of 2914.93 feet, and an arc length of 187.00 feet; thence northerly along the east', line of said 2.25 acre water treatment plant site, N. 18- 25'32 "E., 20.00 feet; thence S.68 °46'13 "E., 189.05 feet to the east line of said Tract P; thence S24° 01'52 "W., 23.15 feet along said east line of Tract P to the Point of Beginning and there terminating; said easement contains 0.0887 acres, more or less. F.xhihit A Page 4 of 7 PRELIMINARY EASEMENT 3 -22 -85 TREATED WATER TIE LINE ACROSS TRACT G. A 20 foot wide easement with foreshortened and prolonged side lines so as to begin on the property line where the easement begins, said 20 foot easement shall be 10 feet each side, measured at right angles, and parallel with the following described center- line; commencing at the southwesterly corner of Tract G, (said corner also being the southeasterly corner of Tract P), Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado; thence northerly along the westerly line of said Tract G, N24 001'52 "E., 13.11 feet to the Point of Beginning; thence S.70° 56118 "E., 136.75 feet; thence S.67 °23'45 "E., 100.81 feet; thence S.62 °54'36 "E., 327.28 feet; thence S.65° 58'08 "E., 436.94 feet; thence S.88° 28'08 "E., 65.36 feet; thence S.88 °28'08 "E., 65.36 feet; thence S.65 °58'08 "E., 570.00 feet; thence N.18 °56'59 "E., 156.47 feet; thence S.65 °57'49 "E., 40.00 feet and there terminating; said easement contains 0.8417 acres, more or less. APR 2 9 1985 F sr h i h i t- A Page 5 of 7 PRELIMINARY EASEMENT 3 -22 -85 LAKE INFLUENT LINE OF W.T.P. SITE (2.25 ACRES) Commencing at the southeast corner of the 2.25 acre water treatment plant site; thence N.18 °25'32 "E., 52.68 feet along the easterly line of said 2.25 acre water treatment plant site to POINT OF BEGINNING; thence N.18 °25'32 "E., 20.00 feet; thence N.73 °12'22 "W., 63.92 feet to the water treatment plant building easement; thence along said water treatment plant easement 5.16 °35'32 "W., 16.85 feet; thence N.73 °2428 "W., 3.00 feet; thence S.16° 35'32 "W., 3.12 feet; thence S.73° 12'22 "E., 66.28 feet to the Point of Beginning and there terminating; said easement contains 0.0294 acres more or less. Fsrh i hi t � Page 6 of 7 PRELIMINARY EASEMENT 3 -22 -85 LAKE INFLUENT ON TRACT P A 20 foot wide easement with foreshortened and prolonged side lines so as to terminate on the property lines where the easement begins and terminates, said 20 foot easement shall be 10 feet each side, measured at right angles, and parallel with the following described centerline; commencing at the southeast corner of the 2.25 acre water treatment plant site; thence N.180 25'32 "E., 62.68 feet along the easterly line of said 2.25 acre water treatment plant site to the POINT OF BEGINNING; thence S.73 °12'22 "E., 109.41 feet; thence N.84 023'12 "E., 97.18 feet to the easterly line of Tract', P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado and thence terminating; said easement contains 0.0948 acres more or less. F.xhihit A Page 7 of 7 PRELIMINARY EASEMENT 3 -22 -85 LAKE', INFLUENT ON TRACT G. A 20 foot wide easement with foreshortened and prolonged side lines so as to terminate on the property lines where the easement begins and terminates, said 20 foot easement shall be 10 feet each side, measured at right angles, and parallel with the following described centerline; commencing at the southwesterly corner of Tract G, (said Corner also being the southeast corner of Tract P), Benchmark at Beaver Creek, Amendment No. 4, Town of Avon', Eagle County, Colorado; thence northerly along the westerly line of said Tract G, N.24 °01152 "E., 118.23 feet to the POINT OF BEGINNING; thence N.84° 23112 "E., 243.25 feet; thence N.83° 24'30 "E., 74.58 feet and thence terminating; said easement contain 0.1459 acres more or less. 4 EXHIBIT "B" PHASE 1 WATER TREATMENT PLANT Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No.-4; Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.12 01'54 "E.; thence northerly along the westerly line of said Tract P along a 'curve concave to the west having a radius of 390.00 feet and central angle of 3 028'54" a distance of 23.70 feet; thence S.73 024129 "E., 89.02 feet to the POINT OF BEGINNING; thence N.16 035'31 "E., 48.00 feet; thence N.73 024'29 "W., 41.00 feet; thence N.16 °35'31 "E., 48.00 feet; thence S.73 0 24'29 "E., 277.00 feet; thence 5.16 °35'31 "W., 63.33 feet; thence N.73 °24'29 "W., 48.00 feet; thence N.16 °35'31 "E., 11.67 feet; thence N.73 °24'29 "W., 131.67 feet; thence 5.16 °35'31 "W., 44.33 feet; thence N.73 0 24 29 "W., 56.33 feet to The Point of Beginning and there terminating; said water treatment plant contains 0.3953 Acres. Exhibit B Sheet 1 of 2 AA /�� /nI EXHIBIT "B" - PHASE 2 - FUTURE WATER TREATMENT PLANT EXPANSION Commencing at the most southwesterly corner of Tract P, Benchmark at ,Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.12 °01'54 "E.; thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and a central angle of 30 28154" a distance of 23.70 feet; thence S.73 °24'29 "E., 145.35 feet the POINT OF BEGINNING; thence N.16 03531 "E., 44.33 feet; thence S.73° 24'29 "E., 131.67 feet; thence S.16 °35`31 "E., 11.67 feet; thence S.73° 24'29 "E., 20.33 feet; thence S.16 035'31 "W., 32.67 feet; thence N.73° 2429 "W., 152.00 feet to the Point of Beginning and there terminating, said expansion site contains 0.1493 Acres. r EXHIBIT B Sheet 2 cqf 2 04/26/85 X a) a CA) G) m A _c m CD D Cl) m r C—) r r v z z ft m m x r ° m z -n m m o n O cn m o m CA X n 2 "0 M -4 0 > ° * z m z w n m O O D z Z z m x D z a m O n O D Q• = < !/) m m O co ° D z x r m m a O m -C D m z > O z N D D r K r m CA r m r O O m r A z jr I j D r r C r n D n D O O M -� r m to C n O '0 to K D < D c z CA m m c K - m z m CD D -1 ° m m m _r z -a Ch = M m Z O M m z m m cn m O D o m m CD o O c < r m O ° m z -4 v O A O z n i �0O�m0NmD�C Z r o Z '-4 m r o i° c Z m 0 m M _ M r Z -D m0 m D c v O m cn -4 Z K m r 0 r D --4 n 0 O Z (n Z O m m _ M N m m O m m m O z D Cl) O D, n Cl) D r Z ° r" O O O O m v m to -c o z D m ° a n° CO v D O z m 0 C O m° o O v 07 D O co m o O O m m r m m m O O m m 0 fJ - z m m m o CO D CO m o m r- < v c zm m z r. -0 -n r m Co m -t z; O -n m O D m m D -n Om O M K O O C -t •n co D m -4 m e c * ° a c m -4 (1) r. -4 m m z m O c •l m.0 m O m c m CO ° D m m m m r D = Z O Z < < O Q z c•, v n z� m N OD a m O z n _ C) a v v z C/' o I j D r r C r n D n D O O M -� r m to C n O '0 to K D < D c z CA m m c K - m z m CD D -1 ° m m m _r z -a Ch = M m Z O M m z m m cn m O D o m m CD o O c < r m O ° m z -4 v O A O z EXHIBIT "D" THIS AGREEMENT, made this 30th day of April , 1985, by and between THE TOWN OF AVON, a municipal corporation, AVON METROPOLITAN DISTRICT, a Colorado quasi - municipal corporation, and EAGLE -VAIL METROPOLITAN DISTRICT, together referred to as "Grantors" and UPPER EAGLE REGIONAL WATER AUTHORITY, a separate governmental entity established pursuant to section 29- 1- 204.2, C.R.S., hereinafter referred to as "Grantee ", W I T N E S S E T H: FOR AND IN CONSIDERATION of the sum of Ten Dollars and other good and valuable consideration paid to Grantors by Grantee, the receipt of which is hereby acknowledged, Grantors hereby sell, convey and grant unto Grantee an easement and right -of -way over, across, through and under the following described lands situate in the Town of Avon, County of Eagle, State of Colorado, for the uses and purposes and upon the terms hereinafter set forth: See Exhibits "A" and "B" attached hereto and incorporated herein by this reference. 1. This easement and right-of-way is for the purpose of granting Grantee the right to construct, inspect, maintain, operate and use and repair underground transmission pipelines of such size as required by the Grantee, and for the transportation of water under the above described lands. 2. Grantors grant to Grantee the right to enter upon the above described lands for the purpose of installation, repair, replacement, removal or otherwise. 3. Grantors further grant to Grantee the right to use so much of the adjoining land of Grantors as shall be reasonably necessary to enable workmen and equipment to properly and conven- iently construct, repair or remove said facilities. 4. Grantee shall restore the subject lands to original conditions and shall repair any damage to adjoining land or structures as a result of said construction, maintenance, or removal. 5. The easement hereby granted shall be perpetual in nature except upon abandonment hereof. In the event of abandon- ment, Grantors shall have the right to re -enter the premises and to remove the underground pipelines therefrom. 6. Grantee shall, at its sole expense, maintain and operate the storage reservoir (Nottingham Lake, also known as Benchmark Lake), including, but not limited to, by way of example, dredging or removal of silt and /or repairs to the liner. Provided, further, that said maintenance and operation shall be in accordance with reasonable requests and /or determinations by Avon Metropolitan District (hereinafter referred to as "AMD ") from time to time; and further subject to all Federal, State, and local rules and regula- tions. 7. AMD hereby specifically grants to Grantee an easement to enter upon the storage reservoir and to draw water therefrom in accordance with related agreements between AMD and Grantee with respect to the use of certain water rights; provided, however, this easement shall be subject to all of the terms and conditions of this Agreement. 8. AMD hereby specifically grants to Grantee an easement and right to transfer quantities of water from the Eagle River into the subject storage reservoir; provided, however, the transfer of said water shall not cause any significant diminution in the water quality of the waters then contained or flowing into the storage reservoir prior to the transfer of water from the Eagle River. 9. Grantee hereby specifically indemnifies and holds harmless each and every Grantor from any and all liability resulting from the acts of Grantee and /or its employees, officers, directors,' servants, agents, contractors, and professional consult- ants in connection with the use of the easements contained herein, and /or the exercise of any other rights granted to Grantee under the terms of this Agreement. 10. Grantee, at its sole expense and liability, shall restore the subject property of AMD to their original conditions and shall 'repair any damage to any adjoining land or structures as a result of said construction, maintenance, or removal. This shall include, but not be limited to, the dam wall. Said restoration shall be to the sole satisfaction of AMD. 2 11. All rights hereunder specifically granted to Grantee by each and every Grantor are granted solely to Grantee and may not be assigned to or used by any other of each and every1Grantorthout the express prior written permission 12. Prior to the exercise by Grantee of its rights here- under and/or the use of the easements specifically granted herein its by each and every Grantor, Grantee shall tthenexerciserof plan for the use of the subject easement and /or rights hereunder by Grantee and, further, prior to the of said bed unreasonably Grantor's p withheld. 13. Any other provisions of this Agreement to the contrary notwithstanding, Grantee's obligations hereunder to bear all costs of maintaining and operating the subject storage reservoir, are limited to the direct or indirect operations of the Grantee. By way of example, the Town of Avon owns or controls recreation uses or rights in and upon the subject storage reservoir. If, as a result of the Town's exercise of said recrea- tion rights or uses, a significant adverse impact in the nature of trash accumulation or similar impact, is created with regard to the storage reservoir, then, in said event, the Grantee shall advise and demonstrate such the Town, correct cooperation with the Grantee, shall make every such impact. 14. Grantee expressly agrees hereby to use its best efforts to maintain a minimum water level in the subject storage reservoir at all times, except as otherwise provided for herein. Said minimum is defined as a quantity of water in the storage reservoir, such that the level of said water shall reach an imagin- ary liner which shall be above the bottom surface of the spill level of the overflow pipe which extends through the dam wall; provided, however, Grantee shall not be required to maintain said level in the event of a drought, or in order to comply with provi- sions of water rights decrees, or for purposes of repairs or main- tenance in and to the subject storage reservoir. In the event of maintenance or not repairsr Grantee shall manner, so a prolong referred to hereunder. 3 4 15. The parties hereto acknowledge and agree hereby that the Eagle -Vail Metropolitan District, a quasi - municipal corpora- tion, may have certain interests in the subject storage reservoir and, by virtue of said interests, Eagle -Vail Metropolitan District shall be considered to the extent of its interests, to be a party to and have certain rights under the provisions of this Agreement. To that extent, Eagle -Vail Metropolitan District agrees hereby to be bound by the terms and conditions of this Agreement. 16. The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto. IN WITNESS WHEREOF, Agreement on the day and year IL 17J r, T.: �.' . t�. f AI' ST. 4 ,1 �L0 ATTEST f, ti .. r �_ r the parties have executed this first above written. THE TOWN OF AVON Allan R. Nottingham, Mayor UPPER EAGLE REGIONAL WATER AUTHORITY, a separate governmental entity estab- lished pursuant to Section 29 -1- 204.2, C.R.S. By. l L 'L { C C��. , _ T . / (- President AVON METROPOLITAN DISTRICT, a Colorado quasi - municipal corporation 1 By j1. LLtJ President EAGLE-VAW METRO�LITAN DISTRICT, a Colgra quasi -m icipal corporation ident ' i�C° Imp tai �rririiYrJMir'�i'i:� � f 578 40 Ob,bpl y ¢uy 1 1 W w tt lea >; i 2• O >n � Z � � p In • D ens _ A�pW`i �.v ,< . N o 1 i � r 1 r S„ At`� t {iep'•, i �fi� Cll t t I ,fL'S9S 3T3a0,hZl.' cc � L1 : -ca MsP,Zb.mc }� g q m N .' 3 : t ox n • c � i m 2 •� n � 3 H H IH D n tz P �kliy�i�i�i3!�ryb"�Y"l �'M1,w�'Yr14�r+�'+`ir�1� ). • -�''� N, .tip _. —_ �._.., NLriw � '.r:_ �!iL1,•rY/ __..� . -_,. .I a —_ �.`.Y.� Nrr.rm� J. __ .. .. .,... �. t;�isY� ' „.: •' tu-_.�•: _ _ .. s e - -• _ 53 ,. ---- - -_ w r 53a 40 _ , t p�GG ='_.. �..... -- O�•6� �\ 01 N � `�D � j �O�QN ; AD : = i �� n�j •� v r � 3 o v �� ' N � � sxY o rn •i tN . � � i � 329.73' —'—_.� I w` •' � .. _ � I W � 3,YS 10 nzN_ t 'I Ar D • '°�'"� ' `.r..,._�. ' o G � .i�6•oEZ M SP,2h.F7S _ r Y ot z � x C 3 H to ��i r: y 44. EXHIBIT "E" A G R E E M E N T 3 4 �3 �2(� 5 3 JOHNNETTE PHI-LLIP`, E,1OLE CTY. RECORDEI- iEB 25 2 o6 PH 185 t - THIS AGREEMENT is entered into the 17th day` I of December, 1984, between the BOARD OF COUNTY COMMIS- SIONERS OF-EAGLE COUNTY ( "the County "), the TOWN OF AVON, a municipal corporation ( "the Town "), EAGLE COUNTY SCHOOL DISTRICT NO. RE -50J ( "the School District "), BENCHMARK AT BEAVER CREEK, a limited partnership ( "Benchmark "), and VAIL ASSOCIATES, INC., a Corporation ( "VA RECITALS: By agreement dated April 11, 1975, the County, Benchmark and VA, in connection with and as a condition to the County's approval of the final plat for the Benchmark at Beaver Creek Subdivision and the preliminary plat for the Beaver Creek Subdivision, a parcel of land now described as Tract P, Benchmark at Beaver Creek Subdivision, Town of Avon -and County of Eagle ( "Tract P ") was designated for a possible school site. By paragraph 1 (b) of that Agreement Benchmark may be required to convey fee simple title to Tract P to the County or its designee upon written request of the County. Inasmuch as such request has not been made, title to Tract P remains vested in Benchmark subject to the provisions of the aforesaid agreement. It is now the desire of the parties that a portion of Tract P, described on the attached Exhibit "A," be conveyed to the Town for the purpose of construction thereon of a water treatment facility and municipal facilities. Benchmark has heretofore conveyed to the Town a parcel of land now described as Tract G, Benchmark at Beaver Creek Subdivision, Town of Avon, County of Eagle ( "Tract G ") and the Town is now the owner thereof in fee simple. Insofar as Tract G is concerned, it is the desire of the Town and the School District that the westerly three acres to thereof (described on Exhibit "B "- hereto) be made available to the School District for use in connection with the School District's use of the remainder of Tract P as a school site. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Conveyance of Portion of Tract P. Upon execution of this agreement Benchmark will convey to the Town by general warranty deed the parcel of land described on Exhibit "A." Such conveyance will be free and clear of liens and encumbrances but subject to the restrictions and exceptions set forth in. paragraphs 1 (b) and 1 (e) of the April 11, 1975 agreement as well as the covenants and restrictions for the Benchmark at Beaver Creek Subdivision. Such conveyance further shall provide that the real property conveyed thereby shall not be used for the purposes set forth in paragraph 1 (c) of the April 11, 1975 agreement and shall contain a right of re -entry in Benchmark in the event the property conveyed is used for a purpose other than construction of a water treatment facility, for approved municipal purposes, and for parking in connection therewith. Such conveyance shall in addition provide that in the event Benchmark exercises its right of re -entry said property shall remain subject to whatever rights the parties may have by virtue of the April 11, 1975, agreement. 2. Use of Portion of Tract P Conveyed. Three - quarters of an acre of the parcel described on Exhibit "A" shall be used for parking jointly by the School District in connection with any use of the remainder of Tract P as a school site and by the Town in connection with the use of the municipal and water treatment facilities. The location and configuration thereof shall be approved by the School District, which approval shall not be unreasonably withheld, - 2 - 5C and at such time as the School District constructs a school building, the location and configuration thereof may be altered at the expense of the School District to conform iM with its plans for the school building. The remainder of the parcel described on Exhibit "Am shall be used. for the construction of a water treatment facility and approved municipal facilities; provided, nothing contained herein shall obligate the Town to the construction of either, and it further is understood and agreed that any water treatment facility will be constructed by Upper Eagle Regional Water Authority. In the event of the construction of either, Benchmark shall have the right to approve in writing the land uses, conceptual design, site plan, floor plan and architectural design of both, together with parking in connection therewith, and any amendments thereto. Such approval shall not be unreasonably withheld. 3. Use of Portion of Tract G. Upon request of the School District, the Town shall grant to the School District without charge a non - exclusive license to use a portion of Tract G, described on Exhibit "B" hereto. Such portion of Tract G may be used by the School District in connection with its use, if any, of the remainder of Tract P for a school site; provided, any permanent improvements constructed on the licensed portion shall first be approved by the Town, which approval shall not be unreasonably withheld. 4. Release of Rights. The School District, the County, VA and Benchmark herewith expressly release any claim of title or right to the parcel described in Exhibit "A" hereto except only the rights set forth herein, which rights, as to Benchmark, shall not merge in its conveyance to the Town; provided, in the event Benchmark exercises the right of re -entry granted to it by paragraph 1 hereof, said property shall remain subject to whatever rights the parties - 3 - may have by virtue of the April 11, 1975, agreement. 5. Railroad Crossing. It is agreed that the construction of an additional at -grade railroad crossing at the south terminus of West Beaver Creek Boulevard is in the best 'interest of the residents of the Town and the residents { �! of the County. In the event the Town in the exercise of its 1 sole discretion should- petition the Colorado Public Util- ities Commission for an additional crossing, the parties hereto, without making any financial commitment, will give their full support thereto, including actively participating in any proceedings before the Commission. 6. Contingency. This Agreement is expressly contingent upon the execution of an agreement between the Town and the Upper Eagle Regional Water Authority for construction of a water treatment facility within 60 days of the execution_ of this Agreement by all the parties thereto. BOARD OF COUNTY CONU,,IISSIONERS OF EAGLE COUNTY, COLORADO By: Chairman Commissioner Commissioner A EST: to Sa id Boar TOWN OF AVON, COLORADO, a municipal Co orate r ( By:,,_ iTTE T \� IX-por Pro Tem Town 'Clerk i - 4 - , BOARD OF-EDUCATION OF EAGLE COUNTY S HOOL DISTRICT NO. RE -50J By: resident ' ATTEST: �& Secr ary BENCHMARK AT BEAVER CREEK, a limited partnership, by BENCHMARK Co., a General Partnership and Sole General Partner T ereof By: A. ellt, Attorney -i =Fast VAIL AS /O:I Z' Ivc . By: ATTEST: Secretary STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) Subscribed and sworn to before me by and as ll the members of the Board of County Commissioners of Eagle County, Colorado and by as -&eete� to said Board. My commission expires: � I /r/ 1Q 7- Witness my hand and off /c /i/a1 1. No y Public STATE OF COLORADO ) ss. COUNTY OF EAGLE ) Subscribed and sworn to before me by Sheila _ 5 _ Davis, as Mayor Pro Tem, and by Patricia J. Doyle,-as Town Clerk, of the Town of Avon, Eagle County, Colorado. My commission expires �Zr Witness my hand and of_f'cia1 seal. t otary Public STATE OF COLORADO COUNTY OF EAGLE Subscribed and sworn to before me by W'," as President and by as Secretary of the Board of Education of Eagle County School District No. RE -50J, Eagle County, Colorado. ss. My Commission expires: Witness my hand and official seal. 'Z ! - Notary Public ?_", STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) Subscribed and sworn to before me by A. J. WELLS, as Attorney in Fact for Benchmark Co., a General Partnership and Sole General Partner of Benchmark At Beaver Creek, a limited Partnership. My commission expires: LO 1 �� Witness my hand and official seal. 04 c tiJ Notary Public Fc.�t, S <, �nyps�,,. c V ?�i�3-7 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) Su"bscribed and sworn to before me by /• �, , as - President, Secre ar of VAIL ASSOCIATES, INC. K121284 My commission expires: -rcto � Witness my hand and official seal. Y PUB Notary Public - �•.''•�' ..tip, boo a- c�:..w- l�.1 � (lam C.) bra - 7 - AT'I'II.CMMFNT STATE OF COLORADO ) SS COUNTY OF EAGLE ) I, Patricia UT. Doyle, duly appointed Town Clerk for the Town of Avon, certify that this -Tract P Tri -party Agreement was signed by all parties by January 23, 1985, and that', the foregoing is a true and accurate copy of said Agreement. Subscribed and sworn to before me this =! day of February, 1985. Notary Public h'y cgi- mission expires Exhibit E -1 THIS MODIFICATION AGREEMENT is entered into the 30th day of April, 1985, between the BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY ( "the County "), the TOWN OF AVON, a municipal corporation ( "the Town "), EAGLE COUNTY SCHOOL DISTRICT NO. RE -50J ( "the School District "), BENCHMARK AT BEAVER CREEK, a limited partnership ( "Benchmark "), and VAIL ASSOCIATES, INC., a Corporation ("VA"); RECITALS: By agreement dated December 17, 1984, all parties hereto entered into an Agreement affecting rights in real property described as Tract P. Benchmark at Beaver Creek Subdivision, Town of Avon and County of Eagle ( "Tract P "). The aforementioned Agreement included a contingency requiring execution of an agreement between the Town and the Upper Eagle Regional Water Authority for construction of a water treatment facility within 60 days of the execution of the aforementioned agreement and all parties desire to modify the Agreement by the extension of the period previously imposed by Section 6 of the Agreement. NOW, THEREFORE, IT IS AGREED that Section 6 of the Agreement between the parties dated the 17th day of December, 1984, shall be and hereby is amended to read as follows: 6. Contingency. This Agreement is expressly contingent upon the execution of an agreement between the Town and the Upper Eagle Regional Water Authority for construction of a water' treatment facility with 180 days of the execution of this Agreement by all parties thereto. This Modification Agreement may be executed in counterpart, and shall be effective when each and every party hereto has executed a counterpart original. ` TESL : erk to Said Bo--afd ,&TTE i Secret$ ,r A TES Seetary M ,y ,.. t f;)Y '. r "s� ?Tli. �Patricia:, Dpa�,, T ©Wrt ,Cl�x�tc cretary BOARD OF COUNTY COMMISSIONERS OF EAGLE CO COLORADO By: Chairman 1 1 Comm],ssionex� 1 � / y CCoo1ii�4 sioner BOARD OF EDUCATION OF EAGLE'' COUNTY SCHOOL DI TRICT NO.� RE-50J By: resident BENCHMARK AT BEAVER CREEK, a limited partnership, by BENCHMARK CO., a General Partnership and Sole General Partnership Thereof By/_+, A.J. Wells, Attorney -in -Fact TOWN OF AVON, COLORADO, a municipal corporation By an.: o ing a_, Mayor VAIL ASSOCIATES, INC, 4 /a- MODIFICATION '; NN E F r ff lLLt ` MAY 1 9 Sys AM '85 THIS MODIFICATION AGREEMENT is entered into the 30th day of April, 1985, between the BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY ( "the County "), the TOWN OF AVON, a municipal corporation ( "the Town "), EAGLE COUNTY SCHOOL DISTRICT NO. RE -50J ( "the School District "), BENCHMARK AT BEAVER CREEK, a limited partnership ( "Benchmark "), and VAIL ASSOCIATES, INC., a Corporation ("VA"); RECITALS: By agreement dated December 17, 1984, all parties hereto entered into an Agreement affecting rights in real property described as Tract P, Benchmark at Beaver Creek Subdivision, Town of Avon and County of Eagle ( "Tract P "). The aforementioned Agreement included a contingency requiring execution of an agreement between the Town and the Upper Eagle Regional Water Authority for construction of a water treatment facility within 60 days of the execution of the aforementioned agreement and all parties desire to modify the Agreement by the extension of the period previously imposed by Section 6 of the Agreement. NOW, THEREFORE, IT IS AGREED that Section 6 of the Agreement between the parties dated the 17th day of December, 1984, shall be and hereby is amended to read as follows: 5. Contingency. This Agreement is expressly contingent upon the execution of an agreement between the Town and the Upper Eagle Regional Water Authority for construction of a water' treatment facility with 180 days of the execution of this Agreement by all parties thereto. This Modification Agreement may be executed in counterpart, and shall be effective when each and every party hereto has executed a counterpart original. IT E S'T: � r /,Clerk to Said ',Boafd ATTE� : Secreta oetary ATT , J cretary BOARD OF COUNTY COMMISSIONERS OF EAGLE CO Y COLORADO - `--- Chairman one sioner BOARD OF EDUCATION OF EAGLET OUNTY SCHOOL DI TRICT NO. RE -50J By: President BENCHMARK AT BEAVER CREEK, a limited partnership, by BENCHMARK CO., a General Partnership and Sole General Partnership Thereof By e� �) %� A. J. We N Attorney -in -fit TOWN OF AVON, COLORADO, a municipal corporation By �ZZ' an R: of ing a_ Mayor VAIL A t)CIATES, I C / By:, EASEMENT AGREEMENT 0 V v V �J v OHNKE T TE MiLLIDc ; ,AGLE CT Y. 0 MAY I '� 54 AM 'F THIS AGREEMENT, made this lz �, day of Q'� ,'� -�' °� , 1985, by and between Benchmark at Beaver Creek, a Colorado limited partnership, hereinafter referred to as "Grantor ", and Upper Eagle Regional Water Authority, a separate governmental entity established pursuant to section 29- 1- 204.2, C.R.S., hereinafter referred to as "Grantee ". FOR AND IN CONSIDERATION of the sum of Ten Dollars and other good and valuable consideration paid to Grantor by Grantee, the receipt of which is hereby acknowledged, Grantor hereby sells, conveys and grants unto Grantee an easement and right -of -way over, across, through and under the following described lands situate in the Town of Avon, County of Eagle, State of Colorado, for the uses and purposes and upon the terms hereinafter set forth: See Exhibit "A' attached hereto and incorporated herein by this reference. 1. This easement and right -of -way is for the purpose of granting Grantee the right to construct, inspect, maintain, operate and use and repair underground transmission pipelines of such size as required by the Grantee, and for the transportation of water under the above described lands. 2. Grantor grants to Grantee the right to enter upon the above described lands', for the purpose of installation, repair, replacement, removal or otherwise. 3. Grantor further grants to Grantee the right to use so much of the adjoining land of Grantor as shall be reasonably necessary to enable workmen and equipment to properly and conveniently construct, repair or remove said facilities. 4. Grantee shall restore the subject lands to original conditions and shall repair any damage to adjoining land or structures as a result of said construction, maintenance, or removal. 5. The easement hereby granted shall be perpetual in nature except upon abandonment hereof. In the event of abandonment, Grantor shall have the right to re -enter the premises and to remove the underground pipelines therefrom. 6. Grantee hereby specifically indemnifies and hold harmless Grantor from any and all liability resulting from the acts of Grantee and /or its employees, officers, directors, servants, agents, contractors, and professional consultants in connection with the use of the easement contained herein, and /or the exercise of any other rights granted to Grantee under the terms of this Agreement. 7. All rights hereunder specifically granted to Grantee by Grantor are granted solely to Grantee and may not be assigned to or used by any other persons or entities without the express prior written permission of Grantor. 8. Prior to the exercise by Grantee of its rights hereunder and /or the use of the easement specifically granted herein by Grantor, Grantee shall present, in writing, its plan for the use of the subject easement and/or the exercise of rights hereunder by Grantee and, further, prior to the implementation of said plan or plans, obtain Grantor's prior written approval, which shall not be unreasonably withheld. 9. The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto. 10. This easement shall be subject to the rights, if any, of third parties that may appear of record. IN WITNESS WHEREOF, r •r 'the, ,a�� nd year first above .A!_ 7f'�r Attest: Secretary STATE OF COLORADO ) )SS. COUNTY OF EAGLE' ) the parties have executed this Agreement on written. Benchmark at Beaver Creek, a Colorado limited partnership By: Benchmark Company, a General partnership and sole general partner �q A. J. Wells, Attorney -in -Fact Upper Eagle Regional Water Authority, a separate governmental entity estab- lished pursuant to Section 29 -1- 204.2, C.R. S. j By: /z L, L_ President Town The foregoing instrument was acknowledged before me in the of Avon, County 11 1 of Eagle, State of Colorado, this day of n Inn , 1985, by A.J. Wells, as Attorney -in -Fact for Benchmark Company, a general partnership and sole general partner of Benchmark at Beaver Creek, a Colorado limited partnership. �?.rco';mmips�,gn expires: 4/11/88 :G }3�� hand and official seal. Notary Public STATE OF COLORADO ) )SS. COUNTY OF ` KAC, . C ) The foregoing instrument was acknowledged before.me in the County of State of Colorado, this �`t. day of r�� t . 1985, by '17 President of Upper Eagle Regional Water Authority and 1�Secretary of Upper Eagle Regional Water Authority. My commission expires: = _t Witness my hand and official seal. Notary Public �� A FXRTRTT "A" (To Easement Agreement Dated April 29, 1985) Page 1 of 2 PRELIMINARY EASEMENT 3 -22 -85 LAKE INFLUENT ON TRACT P A 20 foot wide easement with foreshortened and prolonged side lines so as to terminate on the property lines where the easement begins and terminates, said 20 foot easement shall be 10 feet each side, measured at right angles, and parallel with the following described centerline; commencing at the southeast corner of the 2.25 acre water treatment plant site; thence N.18° 25'32 "E., 62.68 feet along the easterly line of said 2.25 acre water treatment plant site to the POINT OF BEGINNING; thence S.73 012'22 "E., 109.41 feet; thence N.84 °23'12 "E., 97.18 feet to the easterly line of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado and thence terminating; said easement contains 0.0948 acres more or less. r t r. ,r VVUTRTT "All (To Easement Agreement Dated April 29, 1985) Page 2 of 2 PRELIMINARY EASEMENT 3 -22 -85 TREATED WATER TIE LINE ACROSS TRACT P Commencing at the southeasterly corner of Tract P, Benchmark at !Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado; thence westerly along the curved southerly line of said Tract P to the southeasterly corner of the 2.25 acre water treatment plant site, said curve being concave to the south having a central angle of 03 040132 ", a radius of 2914.93 feet, and an arc length of 187.00 feet; thence northerly -along the east line of said 2.25 acre water treatment plant site, N. 184 25'32 "E., -20.00 feet; thence S.68 °46'13 "E., 189.05 feet to the east line of said Tract P; thence S24° 01'52 "W., 23.15 feet along said east line of Tract P to the Point of Beginning and there terminating; said easement `contains -- 0.0887 acres, more or less. : t _ The Town Council has requested that we prepare an analysis of required changes to the Agreement of the 11th of April;, 1975, between Vail Associates, Inc., Benchmark at Beaver Creek, and the Board of County Commissioners of Eagle County, as previously amended by an amendment dated the 7th day November, 1979 between the same parties. The combined effect of these two documents, which we will collectively refer to as the "Tract P Agreement" is further affected by several agreements between fewer than all of the parties. Consequently, any synopsis of the changes necessary to effect the creation of the desired rights in Tract P by the Town of Avon may best be handled by dealing with the various entities involved, itemizing the changes in rights and obligations held by each. Accordingly, there follows what mic,ht be termed an inventory of the changes in rights and obligations cf each party interested in the Tract P agreen)ent; I. Town of Avon A. Benefits to be derived from modification 1. The Town of Avon would receive approximately three acres of Tract P for purposes of recreational and public facility development and for the construction of a water treatment plant. B. Obligations assumed by the Town of Avon 1. The Town of Avon would grant to the school district the right to use a portion of Tract G for recreational purposes as well as joint ownership or use of parking facilities constructed by the Town. II. Benchmark at Beaver A. Benefits to be 1. Benchmark limitation on the duration of the use by the school district. B. Obligations as 1. Benchmark Avon approximately three acres. Creek derived from modification would obtain a time committment of Tract P for sumed by Benchmark would deed to the Town of LAW OFFICES COSGRIFF, DUNN & FRENCH, P. C. P. O. BOX 340 VAIL,COLORADO 81658 PETER COSGRIFF (303) 476-7552 LEADVILLE OFFICE: JOHN W. DUNN P. O. BOX II ROBERT H. S. FRENCH LEADVILLE,COLORADO 80461 STEPHEN C. WEST (303) 4B6-18B5 TIMOTHY H. BERRY ARTHUR A.ABPLANALP JR.. BRECKENRIDGE OFFICE' JOHN B. WOOD P. O. BOX 588 FREDERfCK B.SKILLERN BRECKENRIDGE, COLORADO SC424 (303) 453-2901 TO: Bill James FROM: Arthur A. Abplanalp, Jr. Cosgrif.f, Dunn & French, P.C. DATE: 18 June 1984 SUBJECT: Modifications of Tract P Agreement The Town Council has requested that we prepare an analysis of required changes to the Agreement of the 11th of April;, 1975, between Vail Associates, Inc., Benchmark at Beaver Creek, and the Board of County Commissioners of Eagle County, as previously amended by an amendment dated the 7th day November, 1979 between the same parties. The combined effect of these two documents, which we will collectively refer to as the "Tract P Agreement" is further affected by several agreements between fewer than all of the parties. Consequently, any synopsis of the changes necessary to effect the creation of the desired rights in Tract P by the Town of Avon may best be handled by dealing with the various entities involved, itemizing the changes in rights and obligations held by each. Accordingly, there follows what mic,ht be termed an inventory of the changes in rights and obligations cf each party interested in the Tract P agreen)ent; I. Town of Avon A. Benefits to be derived from modification 1. The Town of Avon would receive approximately three acres of Tract P for purposes of recreational and public facility development and for the construction of a water treatment plant. B. Obligations assumed by the Town of Avon 1. The Town of Avon would grant to the school district the right to use a portion of Tract G for recreational purposes as well as joint ownership or use of parking facilities constructed by the Town. II. Benchmark at Beaver A. Benefits to be 1. Benchmark limitation on the duration of the use by the school district. B. Obligations as 1. Benchmark Avon approximately three acres. Creek derived from modification would obtain a time committment of Tract P for sumed by Benchmark would deed to the Town of III. Eagle County School District A. Benefits to be derived from modification 1. The school district would eliminate any vulnerability from a claim by Benchmark at Beaver Creek or other interested parties that the Tract P agreement is invalid. 2. The school district would obtain the right to use a portion of Tract G for recreational facillities associated with a school located on Tract P, and would receive the right to use parking .facilities constructed by the Town on the portion of Tract P conveyed to the Town. B. Obligations assumed by the Eagle County School District 1. The school district would give up the i'ndefinate duration of its claim to Tract P and limit the duration of its claim to approximately ten years. 2. The school district would convey to the Town of Avon any interest which it might have in the three acres which is to be conveyed by the Benchmark to the Town,', or otherwise relinquish its claim under the present Tract P Agreement. IV. Eagle County A. Benefits to be derived from modification 1. The County would be able to extricate itself entirely from the involvement in the Tract P obligations. B. Obligations assumed by Eagle County 1. It Gaould be necessary for the County to either quit claim or relinquish its rights to the entirety of Tract P. (This may be considered a benefit rather than a liability.) V. Vail Associates, Inc. A. Benefits to be derived from modification 1. We are able to identify no specific benefits to be derived by Vail Associates. B. Obligations assumed by Vail Associates 1. Vail Associates would be relinquishing any claim which it might have to the approximately three acres to be deeded over to the Town. This 'might have an adverse effect on its right, under a separate agreement with Benchmark, to recover a portion of any profits which might be derived from the sale of Tract P by Benchmark. /GINGER Memo 061884 V TO: Ave -ft Tovn- "C5uncil /&11 "d.• -� FROM: Arthur A. Abplanalp, Jr_. Cosgriff, Dunn & French P.C. DATE: 18 June 1984 SUBJECT: Modifications . 'Pa N1,Agreement The Town Cou has requested that we prepare an analysis of the changes to the Agreement of the 11th of April, 1975, between Vail Associates, Inc., Benchmark at Beaver Creek, and the Board of County Commissioners of Eagle County, as previously amended by an amendment dated the 7th day November, 1979 between the same parties. The combined effect of these two documents, which we will collectively refer to as the "Tract P Agreement" is further effected by several agreements between fewer than all of the parties. Consequently, any similiar of the changes necessary to effect the creation of the desired rights in Tract P by the Town of Avon may best be handled by dealing with the various entities involved, itemizing the changes in rights and obligations held by each. Accordingly, there follows what might be termed an inventory of the changes and rights and obligations of each party interested in the Tract P agreement; I. Town of Avon A. Benefits to be:'derived from modification 1. The Town of 11,von would receive approximately three acres of Tract P'for- purposes of recreational and public f.acl,lIty"` pment and for the creation of a water treattimer�t,`p <lant. B. Obliga�,116n�� assumed by the Town of Avon r 1. Th4 Town of Avon would grant the chocl district the right -to use a portion of Tract P for recreational purposes as well as joint ownership or use of parking facilities constructed by the Town. II. Benchmark at Beaver reek A. Be fits to derived moth ation Benc a �Cqm obtain a e limitation on t durat' f ttmen ct P for use by the ool dist W*", ' �. Obli 1 5Bo assumed by Benchmark 1, Wnchmark would deed to the Town of Avon approximately three acres. III. Eagle County School District A. Benefits to be derived from modification 1. The school district would eliminate any vulnerability from a claim by Benchmark at Beaver Creek or other interested parties that the Tract P agreement is invalid. 0 2. The school district would obtain the right to use a portion of Tract G for recreational facilities associated with a school located on Tract P, and would receive the right to use parking facilities constructed by the Town on the portion of Tract P conveyed to the Town. B. Obligations assumed by the Eagle County School District 1. The school distri would give up the indefi e du on f cla' the du Ion its claim o oximately ten years. 2. The school district would convey to the Town of Avon any interest which it might have in the three acres which is to be conveyed by the Benchmark to the Town,', or otherwise relinquish its claim under the present Tract '',P Agreement. IV. Eagle County A. Benef't b derived from modification kl`E�nt wou -l-d d be able to extricate itself ent 6=��oV the involvement in the Tract P obligations. N B. Obligations assumed by Eagle County 1. It would be necessary for the County to either quit claim or relinquish its rights to the entirety of Tract P. (This may be considered a benefit rather than a liability.) V. Vail Associates, Inc. A. Benefits to be derived from modification 1. We are able to identify no specific )_,,enef,its to be derived by Vail Associates. B. Obligations assumed by Vail Associates 1. Vail Associates would be relinquishing any claim which it might have to the approximately three acres to be deeded over to the Town. This might have an adverse effect on its right, under a separate agreement with Benchmark, to recover a portion of any profits which might be derived from the sale of Tract P by Benchmark. /GINGER Memo 06188',4 JOINT USE AGREEMENT This JOINT USE AGREEMENT is entered into on October 23, 1996, between the Town of Avon, Colorado, a municipal corporation, referred to in this Agreement as the "Town" and Eagle County School District RE -50J referred to in this Agreement as the "School District," a governmental subdivision of the State of Colorado. WHEREAS, by Agreement recorded on February 25, 1985-in Book 406 at Page 970 as Reception No. 303253, the Town granted the School District a non- exclusive license to use that 3.1 acre parcel of Tract G, Benchmark at Beaver Creek, Town of Avon, County of Eagle, State of Colorado, which is more particularly described in said Agreement, said parcel being shown and referred to in this Agreement as Parcel "D" on the attached EXHIBIT A; WHEREAS, by Warranty Deed recorded on May 1, 1985 in Book 412 at Page 779 as Reception No. 309056, the Town was conveyed title to that certain 3.0 acre parcel described as follows: Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.'12 °01'54" E.; thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and central angle of 8 035'13" a chord distance of 58.39' bearing N 16 019'31" E.; thence N. 12 001'54" E., 272.00 feet; thence S. 73 027'22" E., 420.00 feet; thence S. 16 025'32" W., 329.73 feet; thence along a curve concave to the south having a radius 2,914.93 feet and a central angle of 7 037'24" a chord distance of 387.55 feet bearing N. 73 027'22" W. to the point of beginning and there terminating; said property contains 3.00 acres, said parcel being shown and referred to in this Agreement as Parcel "A" on the attached EXHIBIT A; WHEREAS, by said Agreement recorded on February 25, 1985 in Book 406 at Page 970 as Reception No. 303253, the parties to said Agreement agreed that the northerly 0.75 acre portion of Parcel "A" on the attached EXHIBIT A (sometimes referred to as the "common parking area ") shall be used for "parking jointly by the School District in connection with any use of the remainder of Tract P as a school site and by the Town in connection with the use of the municipal recreation and water treatment facilities;" WHEREAS, by Warranty Deed recorded on April 28, 1989 in Book 505 at Page 240 as Reception No. 401424, the School District was conveyed title to that certain 5.998 acre parcel described as follows: Tract P Benchmark at Beaver Creek Subdivision Excepting therefrom that portion conveyed to Town of Avon, a municipal corporation, in the deed recorded May 1, 1985 in Book 412 at Page 779 as Reception No. 309056, County of Eagle, State of Colorado, said 5.998 acre parcel being shown and referred to in this Agreement as Parcel "B" and Parcel "C" on the attached EXHIBIT A and the exception therefrom being shown and referred to as Parcel "A" on the attached EXHIBIT A; WHEREAS, the Town and the School District entered in that certain agreement dated August 24, 1988 allowing the Town to improve a portion of land consisting of 1.584 acres and now described as Tract P, Benchmark at Beaver Creek Subdivision, Town of Avon, Eagle County, Colorado designated for a school site, and further described as Parcel "B" on the attached EXHIBIT A; WHEREAS, the Joint Use Agreement between the Town and the School District dated August 24, 1988 concerning that portion of Tract P described as Parcel "B" on the attached EXHIBIT A was terminated by the School District effective July 1, 1995 as the School District is preparing to construct a new school on Tract P and, pursuant to such termination, the Town quitclaimed its interest in such property to the District by Quitclaim Deed recorded in Book 708 at Page 220 as Reception No.604201; and, WHEREAS, the Town and the School District now desire to enter into this Agreement for joint use by the School District and the Town of Parcels "B" and "C," both of which are owned by the School District and for the joint use by the Town and the School District of Parcel "D" and the northerly 0.75 acre portion of Parcel "A," both of which are owned by the Town, NOW, THEREFORE, in consideration of the performance of each of the agreements and covenants set forth, the Town and the School District agree as follows: 1. AREAS. The areas subject to this Agreement include: 1.1 Avon Elementary School (referred to in this Agreement as the School Building) to include the gymnasium, cafeteria, restrooms and lockers (if applicable) which is located on a portion of Parcel "C," 1.2 The adjacent grounds described as Parcel "B," that portion of Parcel "C" which does not contain the School Building, and Parcel "D," all as shown on the attached EXHIBIT A and which are collectively referred to in this Agreement as the Adjacent Grounds, and, 1.3 The northerly 0.75 acre portion of Parcel "A" which is described on the attached EXHIBIT A as the "common parking area." 2. SCHEDULING PRIORITIES. The respective priorities for scheduling the School Building and Adjacent Grounds shall be as follows: 2.1 School Building. First: The School District. Second: The Town. 2.2 Adjacent Grounds. School Year (normal school calendar): First: The School District. Second: The Town. Times Other Than School Year (normal school calendar): First: The Town Second: The School District. 3. SCHEDULING OF SCHOOL BUILDING. The intent of this Agreement for scheduling the School Building is to provide for the Town's use after the School Building has been scheduled by its principal. The Town's designated representative and the principal shall meet prior to August 1 of each calendar year to confirm the fall schedule, by November 1 to confirm the winter schedule, and by April 15 to confirm the summer schedule. The principal shall be responsible for notifying the Town's Director of Recreation of the School District's schedule no later than the dates established in the previous sentence. The Town shall be responsible for drafting a schedule for the use of the School Building from the available time left after School District use and for notifying the principal of the Town's schedule. The Town shall be responsible for providing a supervisor to be present at all times the building is in use by the Town. The supervisor will direct, supervise and 'enforce the stated provisions contained herein. Payment for the supervisor will be the responsibility of the Town. 4. SCHEDULING OF ADJACENT GROUNDS. The intent of this Agreement for scheduling the Adjacent Grounds is to prioritize their use based on demand as mutually agreeable between the parties to allow maximum utilization of the improvements to accommodate both the Town and the School District for use of the Adjacent Grounds. It is further agreed that typical_ use by the Town shall occur after school hours during the normal school calendar and during the summer as defined by the normal school calendar. In the event that the School District will need to use said adjacent grounds during normal use time by the Town, the School District will provide 15 working days advance notice to the Town for use during the normal school year and will notify the Town of any summer use no later than April 15 of any calendar year. If such notice is provided by the School District, the School District will have use of adjacent grounds. 5. SCHEDULING CONFLICTS. Subject to the provisions of this Agreement, the parties agree to consult in good faith concerning scheduling disputes. In the event that the parties are not able to resolve such disputes among themselves, they agree to 'submit any unresolved disputes to mediation by a mutually agreed upon third -party mediator. 6. MAINTENANCE. Maintenance of the Adjacent Grounds including the athletic fields as shown on the attached EXHIBIT A shall be the responsibility of the Town. Such maintenance shall include turf and arboricultural considerations for such area as is typically performed in park maintenance by the Town, but will exclude the planned improvements installed by the School District, for example, hard surface playcourts as shown on the attached EXHIBIT A. The intent of this paragraph is for the Town to maintain the Adjacent Grounds including the athletic fields as shown on the attached EXHIBIT A in the manner and at the level in which they have traditionally been maintained. 7. DAMAGES. The town will pay, upon demand by the School District, any damages to the School Building or Adjacent Grounds caused by the misuse of same by the Town or the Town's agents, employees, guests or invitees. The Town shall not exercise any 'control over the routine use of the facilities by the School District. The School District shall be responsible to pay, upon demand by the Town, for any damages to the Adjacent Grounds caused by the misuse of same by the School District or the School District's agents, employees, guests or invitees. Damages caused by unknown persons will be shared equally by both parties. 8. FEES FOR ADJACENT GROUNDS. No fees will be charged to either party to this Agreement by the other party for use of the Adjacent Grounds as shown on the attached EXHIBIT A. 9. FEES FOR SCHOOL BUILDING. Custodial coverage shall be furnished by the District whenever the School Building is used by the Town. There will be no rental fees charged to the Town by the District for the regularly - scheduled recreation activities which occur during times when the District furnishes regular custodial coverage. There will be a fee charged for custodial service when the School Building is used outside "regular custodial coverage hours." This fee will be 1.5 times the regular hourly rate for the custodian(s). The District's custodian and the Town's supervisor will be jointly responsible for closing up and locking the School Building. "Regular custodial coverage hours" shall be determined by the School District and communicated to the Town during the meetings described in paragraphs 3 and 4 above Monday through Fridays. No other custodial coverage is scheduled. 10. ALCOHOL AND SMOKING ON SCHOOL DISTRICT PROPERTY. The parties agree that there will be no consumption of alcoholic beverages or use of tobacco on Parcel "B" or Parcel "C." During Town use, enforcement and /or supervision of this regulation will be the responsibility of the Town. Failure of the Town to adhere to this regulation will result in the cancellation of this Agreement and all scheduled activities. 11. TOWN'S LIABILITY INSURANCE. The Town agrees to maintain, at the Town's expense, public liability insurance with property, bodily and personal injury limits of no less than statutory limitations as defined in the Colorado Governmental Immunity Act, Section 24 -10 -114, Colorado Revised Statutes, with an amount of $150,000 per occurrence and $600,000 aggregate, or such other amounts as are provided by law, on Parcel "D" and the northerly 0.75 -acre portion of Parcel "A" which is described on the attached EXHIBIT A as the "common parking area" in the name of the Town with the School District named as an additional insured. 12. SCHOOL DISTRICT'S LIABILITY INSURANCE. The School District further agrees to maintain, as part of the School District's insurance coverage, liability insurance with property, bodily and personal injury limits of no less than statutory limitations as defined in the Colorado Governmental Immunity Act, Section 24 -10 -114, Colorado Revised Statutes, with an amount of $150,000 per occurrence and $600,000 aggregate, or such other amounts as are provided by law, on Parcels "B" and "C" in the name of the School District with the Town as an additional insured. 13. COORDINATION OF ACTIVITIES. The Town shall be responsible for the coor- 0 dination of all non - school related activities. The School District shall be responsible for the coordination of all school - related activities and shall have priority overuse of facilities. 14. PARKING AREA. 14.1 Construction. The Town and the School District agree that the "common parking area" in Parcel "A" which is owned by the Town and which is shown on the attached EXHIBIT A shall be a common, or shared use, site improve- ment for the mutual benefit of both parties, the plans for and cost for which have been agreed upon by the parties. The Town will pay the School District its agreed upon share of the cost for construction of said parking area ($60,232) within 30 days of receipt of invoice from the School Dis- trict. It is acknowledged by both parties that the Town has no authority or responsibility for construction management of this improvement. 14.2 Maintenance. The Town and the School District further agree that annual maintenance of the common parking area in Parcel "A" as shown on the attached EXHIBIT A shall be shared equally by the parties. The School District shall be solely responsible for such maintenance, and shall invoice the Town for the Town's share of such reasonable annual costs. The School District shall provide the Town with its annual projection for such maintenance and costs prior to August 1 of each year in order for the Town to budget for such expenses. The annual maintenance costs are subject to the approval of the Town Council. For the purposes of this paragraph 14.2, "maintenance" is defined as periodic cleaning, repairing, striping, sealing,' removing of snow, and lighting of the common parking area. 15. AMENDMENTS. No amendment or modification of this Agreement shall be valid or binding unless reduced to writing, formally approved by the Town Council of the Town of Avon and the School District's Board of Education and executed by the President of the Board of Education and appropriate officials of the Town of Avon hereto in the same manner as this Agreement is executed. 16. DURATION... Both parties shall have the right to terminate this Agreement effective on July 1 of any year hereafter provided that the terminating party gives the other party written notice of such termination not later than the preceding November 1, and further provided that in the event of such termination, the Town shall deliver to the School District on or before the effective date of such termination a deed or bill of sale quitclaiming to the School District all of the Town's right, title, and interest in, if any, and to Parcel "B" and Parcel "C," and any improvements thereon. Such termination shall relieve either party from any further obligations under this Agreement, but shall not relieve either party from any obligations under previous agreements. 17. ASSIGNMENT. This Agreement shall not be assigned or delegated except with the prior written consent of the parties. 18. NOTICES.' Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified or registered mail, postage and fees prepaid, addressed to the party to whom such notice is intended to be given at the address set forth on the 5 signature page below, or at such other address as has been previously furnished in writing to the other party or parties. Such notice shall be deemed to have been given when deposited in the U.S. Mail. 19. EXHIBITS, All exhibits referred to in this Agreement are, by reference, incorporated in this Agreement for all purposes. In the event of conflicts between the legal descriptions set forth above and the attached EXHIBIT A, the legal descriptions shall govern. 20. DEFAULT AND /OR TERMINATION. All terms and conditions of this Agreement are considered material. In the event that either party defaults in the performance of any of the covenants or agreements to be kept, done or performed by and under the requirements of this Agreement, the non - defaulting party shall give the defaulting party 20 days written notice of such default, and if the defaulting party fails, neglects or refuses for a period of more than 20 days thereafter to make good or perform the default, then the non - defaulting party, without further notice, may, in addition to any other remedies available to it, terminate all rights and privileges granted in this Agreement and this Agreement shall be of no further force or effect. If the non - defaulting party elects to treat this Agreement as being in full force and effect, the non - defaulting party shall have the right to an action for specific performance or damages or both. 21. PARAGRAPH CAPTIONS. The captions of the paragraphs are set forth only for convenience and reference, and are not intended in any way to define, limit, or describe the scope or intent of this Agreement. 22. ADDITIONAL DOCUMENTS OR ACTION. The parties agree to execute any additional documents and to take any additional action necessary to carry out this Agreement. 23. INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understand- ings. This Agreement may be amended only by an instrument in writing signed by the parties. 24. WAIVER OF BREACH. The waiver by any party to this Agreement of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 25. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Colorado. 26. SEVERABILITY. If any provision of this Agreement is declared to be invalid, void or unenforceable by an arbitrator, such provision shall be deemed to be severable, and all other provisions of this Agreement shall remain fully enforceable, and this Agreement shall be interpreted in all respects as if such provision were omitted. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and all negotiations and understandings have been merged herein. 28. SUPERCEDES PRIOR AGREEMENT. This Agreement supercedes and replaces in all respects all prior agreements between the parties which affect the real property described above. Ce IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. TOWN OF AVON By q 0-- ayo P.O. Box 975 Avon, Colorado 81620 ( 970 ) S�t"i - tc �L kt (Fax) ; - 9 � � i ATTEST: Secretary STATE OF COLORADO ) ) SS. COUNTY OF EAGLE ) tAULt IUUN I Y S)UHUUL Wb I KlG I Kt -5UJ By D–on Marry, President, oar of uca ion P.O. Bo 740 Eagle, Colorado 81631 (970) 328 -6321 (Fax) 328 -1024 The foregoing instrument was acknowledged beforg me on Z « 1996, by -4 -, as Mayor, and by -as Town Clerk, of the own of von. Witness my hand and official seal. My commission' expires: My Term�E�pires 9.3- 176— ay uric 7 STATE OF COLORADO ) ) SS. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me on Aloo. 36 , 1996, by Don Marks,! as President, and by _Sjjg w' as creTary, of Eagle County School District RE -50J. Witness my hand and official seal. My commission' expires: ;-�y7 DFB. sd ecsd\�ituse -e.avo 05078&62496:101096;101596 I ry Prlic I 0 AGREEMENT THIS AGREEMENT is entered into this 24th day of August, 1988, between the Town of Avon, Colorado, a municipal corporation, hereinafter', called "the Town" and Eagle County School District Re5W , hereinafter called "the School District ", a governmental subdivision of the State of Colorado. WHEREAS the Town of Avon has embarked upon a program of improving a portion of a parcel of land now described as Tract P, Benchmark at Beaver Creek Subdivision, Town of Avon, Eagle County, Colorado, designated for a school site. Said portion of parcel is further described as: A parcel of land lying partially within tract G, Block 2, Benchmark at Beaver Creek Subdivision, Eagle County, Colorado, being more particularly described as follows: Beginning at the southeasterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, said point also lying on the north right -of -way of the Denver and Rio Grande Western Railroad, thence along said right -of -way line 187.00 feet along the arc of a curve to the left, whose radius is 2914.93 feet and whose chord bears N 670 48' 25" W, 186.97 feet; thence departing said right -of -way line N 18° 25' 32" E 329.73 feet; thence S 73° 27' 22" E, 220.96 feet to a point on the easterly line of Tract P, said line also being the common line between said Tract P and Tract G, Block 2, Benchmark at Beaver Creek; thence S 240 01' 52" W, 350.95 'feet along said easterly line to the point of beginning, containing 69,013 square feet or 1.584 acres, more or less. WHEREAS the School District may at sometime in the future be the record owner of the above described real property, and if so, is agreeable to joint and mutual use of said portion of Tract P by the the School District and the Town; and WHEREAS' the Town desires to cooperate with and protect the School District; NOW, THEREFORE, in consideration of the performance of each of the agreements and covenants set forth, the Town and the School District agree as follows: 1. School District's use for educational purposes is of paramount use. 2. Alnonexclusive use agreement is granted by the School District to the Town of Avon to construct an athletic field and related outdoor recreation facilities on said portion of Tract P as described above. 3 The athletic field area, as used in this agreement, shall require the leveling and grading of said area along with the construction of related outdoor recreation facilities. It is understood and agreed that final plans for the athletic field area have been approved by the School District. 4. The intent of this agreement is to prioritize use based on demand as mutually agreeable between parties to allow maxi- mum utilization of the improvements to accomodate both first priority to the School District for use of premises and second priority to the Town. It is further agreed that typical use by the Town shall occur after school hours dur- ing normal school calendar and during the summer as defined by the normal school calendar. In the event that the School District will need to use said portion of Tract P during normal use time by the Town, the School District will provide 10 days advance notice to the Town for use during normal school year and will notify the Town of any summer use no later than April 15 of any calendar year. 5. The Town shall not make any substantial structural alter- ations or changes in said facilities without the written approval of the School District. 6. The Town agrees fully to save harmless and defend the School District and the School District's Directors, Officers, Employees, and /or Agents personally from all suits, actions, demands, expenses or claims in law or in equity, arising out of the execution of this Agreement, or the design, engineer- ing, use, construction, and maintenance of the real property herein described. The Town shall be responsible for any liability resulting from any litigation and shall pay the costs of suit, attorneys' fees, appellate costs, and any other costs or expenses which may be assessed against the School District's Directors, Officers, Employees, and /or Agents personally as a result of any suit, demand, or claim filled concerning this Agreement. 7. The premises shall be used solely for the facility and pur- pose described herein or for such other purposes as the School District may approve. The Town wil not carry on or 0 permit upon the premises any offensive, noisy, or dangerous activity or any nuisance to the public or to the adjoining neighbors. The Town will pay, upon demand, any damages to the premises caused by the misuse of same by the Town or Town's agents or by the Town's employees. The Town shall not exercise any control over the routine use of the fac- ilities by the School District. The School District shall be responsible to pay upon demand by the Town for any dam- ages to the premises caused by the misuse of same by the School District, or School District's agents, or by the School District's employees. 8. The Town agrees to maintain, at the Town's expense, public liability insurance with property, bodily and personal injury limits of no less than statutory limitations as def- ined in Colorado Governmental Immunity Act, Article 10, Section 24 -10 -114 with an amount of $150,000 per occurrence and $400,000 aggregate on said athletic field and related outdoor recreation facilities, in the name of the Town, or in the name of the Town and the School District. Said pub- lic liability insurance shall cover liability for injuries resulting from the use to be made of said facilities by the Town. 9. The Town agrees to keep said facilities insured against loss or damage by fire or other casualty as part of the Town's insurance coverage. The Town further agrees that if said facilities are damaged, or destroyed by fire, the Town will proceed with due diligence to repair or restore the same to the condition existing before such damage or destruction, and, as soon as possible thereafter, will allow the School District to make use of said facilities in accordance with the rights of the School District set forth herein. If, in the opinion of the parties hereto, it is not feasible to repair or rebuild the said facilities in 'case of total destruction or severe damage by fire or other casualty, then either party shall have the right to terminate this Agreement instead of rebuilding the improve- ments. 10. The school District further agree to maintain, as part of the School District's insurance coverage, liability insurance with property, bodily and personal injury limits of no less than statutory limitations as defined in Colorado Governmental Immunity Act, Article 10, Section 24 -10 -114, with an amount of $150,000 per occurrence and $400,000 aggregate on said property as approved by the School Dis- trict pursuant to the terms of the Agreement, except as otherwise provided. 11. The Town agrees to pay promptly when due and payable, all charges for electricity, water, sewage, trash collection, gas and other utilities as related to the improvements heretofore mentioned. 0 9 12. The Town shall be responsible for the coordination of all non, school related activities. The School District shall be 'responsible for the coordination of all school related activities and shall have priority over use of facilities. 13. No amendment or modification of the Agreement shall be valid or binding unless reduced to writing, formally approved by the Town Council of the Town of Avon and the School Dis- trict's Board of Education and executed by the President of the',Board of Education and appropriate officials of the Town of Avon hereto in the same manner as this Agreement is executed. 14. This Agreement contains the entire agreement of the parties and all negotiations and understandings have been merged herein. 15. Both parties shall have the right to terminate this Agree - ment effective on July 1 of any year hereafter provided that either party give the other party written notice of such termination not later than the preceding November 1, and further provided that the Town delivers to the School District on or before the effective date of such termination a deed or bill of sale quitclaiming to the School District all of the Town's right, title, and interest in and to said facilities. Such termination shall relieve either party from any further obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. TOWN OF AVON •,1 �- i Mayor ATTEST: ti,, 11 ecr a ry EAGLE COUNTY SCHOOL DISTRICT RE50J BY:President � _ oar o _ ucatlo 7 T V T C L` BENCHMARK AT BEAVER CREEK ( "Benchmark "), a Limited Partnership, hereby leases to the Town of Avon ( "the Town ") a parcel of land shown as Parcel "B" on Exhibit "A" (attached hereto) and more particularly described as follows: Beginning at the southeasterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, said point also lying on the north right -of -way line of the Denver and Rio Grande Western Railroad, thence along said right -of -way line 187.00 feet along the arc of a curve to the left, whose radius is 2914.93 feet and whose chord bears N 67 °48'25" W 186.97 feet; thence departing said right -of -way line N 18 12532" E 329.73 feet; thence S 73 127'22" E., 220.96 feet to a point on the easterly line of Tract P, said line also being the common line between said Tract P and Tract G, Block 2, Bench - mark at Beaver Creek; thence S 24 °01'52 "W, 350.95 feet along said easterly line to the point of beginning, containing 69,013 square feet or 1.584 acres, more or less. This lease shall be for the purpose of con- struction and use of a softball field and related recreation facilities by the Town of Avon. Any improvements construct- ed by the Town in connection with such use shall first be approved by Benchmark, which approval shall not be unrea- sonably withheld. The Town shall maintain liability insurance on the property and facilities in an amount consistent with that maintained on other Town facilities. Benchmark shall be named as an additional insured on said policy. This lease shall be subject to the rights, if any, of Eagle County School District No. RE -50J and Vail Associ- ates, Inc., a corporation, contained in that agreement dated April 11, 1975 and recorded in Book 239 at Page 509 in the office of the Eagle County Clerk and Recorder. The Town agrees to pay Benchmark as rental an amount equal to the pro -rated share of property taxes for Tract P. Said amount shall be calculated by multiplying the total property tax for Tract P for the preceding year by 1.584 acres and dividing this amount by 5.998 acres. Payment shall be made within.30 days of receipt of a proper- ly documented statement from Benchmark. The Town further waives any claims it may hereaf- ter have against Benchmark as a result of its execution of this lease and further agrees to hold harmless and defend Benchmark from any claims or demands of Eagle County, Eagle County School District RE -50J, Vail Associates, Inc., or any other interested party, premised upon its execution of this lease. Subject to those rights, if any, this lease shall continue for a period five years from the date hereof and, at the !option of the Town, for two additional five -year terms. d9c- DATED this 2flday of , 1988. TOWN OF AVON BENCHMARK AT BEAVER CREEK, a Li * _ d Partners h ' g By. / By t� William D. T s A. J. 11s, tt�bY�rie in- Town Mana Fact for Benchmark Company, A Partner hip and Sole General Partner of Bench - mark at Beaver Creek STATE OF COLORADO ) ss. COUNTY OF r x a ) l The foregoing me this! 4 > day of WELLS, Attorney -in -Fact and Sole General Partne My Commission il,sjtrument was acknowledged before ,__ , 1988, by A. J. Benchmark Company, A Partnership o p of Benchmark at Beaver Creek. expires: Witness my hand and o,ffj,�cial seal otary STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoin i str ent was acknowledged before me this day of , 1988, by WILLIAM D. JAMES, Town Manager of ze Tow of Avon. My Commission expirE Witness my hand and . f Q R L GH i 1 Q _ Y Ul iu s 24'46'40" = 4°18.44' 39' Z4 44 2 t 3.'7Z' 7 I 1 JOAJ c AL- /7z 4-' 2�4 Sp. Fr. 414 ,4c . u R P PAa 1'A itC.I I. I� N m EX /5 BALL rso9, O! AVON WATER T2.FQTMGAi.T [. 58 PLANT- S[TC m IN IN 0 Z �I *7 *4 ii 608. [3 i TRAC T G 1r N D e RGW gAILRpAD 9.4.V*1. i 1 L TING F /EL D N N 3 '0 m N h 1 Q = 03 <40'rl" R.= 2`:[4.93 L tB-1.00' CH =N GV48`45 "W taG.9Z' v v v 0 i, r CTY. RE -0?W` t; 7-17 7:ia7j_0county May 1 9 54 AM'85 stu60 DOC. 7'0e WARRANTY DEED THIS DEED, Made this ZMI11, day of 1985, between BENCHMARK AT BEAVER CREEK, a limite artnership, duly formed and existing under and by virtue of the law of the State of Colorado, Grantor, and TOWN OF AVON, a Municipal Corporation duly organized and existing under and by virtue of the laws of the State of Colorado, Grantee; W I T N E S S E T H: That Grantor for and in consideration of the sum of Ten Dollars and other good and valuable consideration to said Grantor in hand paid by said Grantee, the receipt whereof is hereby confessed and acknowledged', hath granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto said Grantee, its successors and assigns forever, for the purpose of construction thereon of a water treatment facility and municipal facilities, all the real property situate, lying and being in the County of Eagle and State of Colorado described as follows: SEE EXHIBIT "A ", attached hereto and made a part hereof SUBJECT TO: 1. Real and special property taxes for the year 1984, and subsequent years. existence. 2. All easements and rights -of -way of record or in 3. Inclusion in any special improvement districts. 4. All covenants, conditions and /or restrictions of record. 5. All reservations and rights -of -way as contained in Patents from the United States of America. FURTHER SUBJECT TO THE FOLLOWING RESTRICTIONS: 1. Such real property shall not be used for any of the following: (a) parking or vehicle storage, except in connection with a permitted use; (b) storage of any items either in a warehouse or other similar building or on the ground, except in connection with a permitted use; (c) vehicle maintenance or repair, manufacturing or industrial purposes; h (d) any purpose similar to those describedI in Subsection 1(a), (b), (c) ev (@I� hereinabove, FURTHER SUBJECT TO THE FOLLOWING RESERVATION: Grantor hereby reserves an easement to utilize a portion of said property for the installation of water, sewer, gas, electric, telephone and other utility service facilities serving the Benchmark at Beaver Creek Subdivision provided that all such facilities are located underground and that such facilities do not unreasonably interfere with the present, or intended use of such real property by the then owner thereof. Further, the installation of such facilities shall be solely at Benchmark's expense. Grantee or its successors and /or assigns shall, upon request, grant easements to Benchmark, without cost to Benchmark, to evidence this reservation. 2. If the real property hereby conveyed is used for any of the above purposes or if Grantee or Grantee's Lessee does not acquire financing for a water treatment facility on the Tract described on Exhibit "A by January 1, 1986, and does not, thereafter, diligently pursue such construction to final completion, then the said real t W property shall revert to Grantor, who shall have the right to re -enter and take full possession subject to rights, if any, of third parties that may appear of record. TOGETHER with all and singular the hereditaments and appurtenances thereunder belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and demand whatsoever of Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances unto the said Grantee, its successors and assigns forever. And the said Grantor, for itself, its successors and assigns, doth covenant, grant, bargain and agree to and with the said party of the second part, its successors and assigns, that at the time of the'ensealing and delivery of these presents it is well seized of the premises above conveyed as of good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and hath good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments and encumbrances of whatever kind or nature soever except as set forth hereinabove; and the above bargained premises in the quiet and peaceable possession of the said Grantee, its successors and assigns against all and every person or persons lawfully claiming or to claim the whole or any part thereof, the said Grantor shall and will WARRANT AND FOREVER DEFEND. IN WITNESS WHEREOF, Grantor has caused these presents to be executed the day and year first above written. STATE OF COLORADO ) SS. COUNTY OF ) The foregoing instrument was County of 1985, by Benchm rk Company, a general Benchmark at Beaver Creek, a BENCHMARK AT BEAVER CREEK, a Colorado limited partnership, By: BENCHMARK COMPANY, a general partnership and sole general partner 4 By A. J. Wells, Attorney -in -Fact acknowledged before me in the f_Avon State of Colorado, this ; 77y- day of k. J. Wells, at Attorney -in -Fact for partnership and sole general partner of Colorado limited partnership. My commission expires {�i ! �� Witness my hand and official seal. Notary' Public 1 1 EXHIBIT "A" (To Warranty Deed Dated April 29, 1985) n r;> u �; 00. �rv0 F tnZ��,Z 0 C� PAm X ; (1QL{� ' 0La r) P L n�Pa VW �N V0 1 1 I - A« r- --------------- iqZ. bo Ur 0 im L q' rn Q N 0 `9 LS i in c� ,i M L� �L N� L Page 1 of 2 1 L J w r J ra �N h i ZS' 32" W. (:10� I 1 S 3 w 0 O J N � m �) 1 X I� 0 � 0 m 9 i I T9.GO' Y 0 EXHIBIT "A" (To Warranty Deed Dated April 29, 1985) Page 2 of 2 DK:rls 4/26/85 EXHIBIT' WATER TREATMENT PLANT AND TOWN OF AVON COMMUNITY AREA Commencing at the most southwesterly corner of Tract P, Benchmark at Beaver Creek, Amendment No. 4, Town of Avon, Eagle County, Colorado, and with all bearings relative to the west line of said Tract P which bears N.12 001'54 "E.: thence northerly along the westerly line of said Tract P along a curve concave to the west having a radius of 390.00 feet and central angle of 8 035'13" a chord distance of 58.39' bearing N16c19'31 "E.; thence N.12`Ol'54 "E., 272.00 feet; thence S.73 0 27122 "E., 420.00 feet; thence S•18C2532 "W., 329.73 feet; thence along a curve concave to the south having a radius 2,914.93 feet and a central angle of 7 °37'24" a chord distance of 387.55 feet bearing N.73 °27'22 "w. to the point of beginning and there terminating; said property contains 3.00 acres. Y 1