Loading...
HomeMy WebLinkAbout1983-18 Authorizing an Appropriation in the Amount of $450,000 in Connection with the Purchase and Acquisition by the Town of Vail of Certain Real Property Located in the Town from the Pulis Ranchs c~~:t~zr~r~N~f: r]o. ~s AtJ Oftl)TrJl~iJCE; I:U`I'linRl?:fr;G AN AI.'I~ItUI'RIA`i'ION IN `!'iIL A~SOL)r~;T OF` $ ri 50 ,0100 .00 IN CONr1ECTIOrT WITH '1'3-T3~; I?I131C.f-l~.Si r11~f.) ~'~c~QUIC7:TION I31' 'T'fiE TOZ~1N OF VAIL, CDLURIlI)O (THE "TUYdtd") OF CIRTAZN REAL PItOP}JR'I'~' LOCATI~1:) IN TI-3I. 'OWN FROM THE PULIS f.ANCfi, 1'. COLDRT~nO LTM:fTLD 1?ARTNr'RSHIP ( "Sf~.LLLR") I: Dfi A f'URCf~iA:;r. PRI Cl: DF $2, 650, 000 . C)0, SUCH PEAL PROPF,R'?'Y TO I3E 33I{~VOTl:L~ TO I?i)I3L:LC PURI?OraES; A~In PRESCRIBING OTIIER DTaTI~ILS xN CONNECTION THEI',~:WITH. WHEREAS, the Town Council of the Town has of this date authorized by Resolution (the "Resolution") the acquisition by the Town of certain real property (the "Property"} located i.n the Tawt~ from 5e.ller for a purchase price of $2, 650,OC0.Ov; and ~~'fiEREAS, by such Resolution, the Town Council has authorized the entering into by the Town of that Certain Purchase Agreement (the "Purchase Agreement"), and, pursuant to such Purchase Agreement, the execution of that certain Promissory Nate {tire "TTote") and Deed of Trust (the "Deed of Trust"); and Wf-IEREAS, pursuant to the Purchase Agreement, the total purchase px-ice for the Property shall be $2,650,000.00, payable as follows: A. $450,000 payable at closing undex the Purchase Agreement, subject to the adjustments set forth in paragraph 8 thereof, and subject to formal appropx-iation by the Town Council of said sum for such purpose; B. $2,200,000.00 to be payable to S~:la_er pursuant to the Note, attached to the Purchase Agreement as Exhibit !~; bearing interest at a rate of thirteen percent (13b) per annum, payable in fifteen {15} equal annual installments of principal and accrued interest, said Nate being due and payab]_e, at Seller'; option, ten (10) years Pram the date of its execution, and being secured by the Deed of Trust attached to the Purchase Agreement a.:; l;xhi.bit C. I3I? IT C}12DI~Zf`;E)? BY TiiE TOWN COUNG]:L Off' THE TC~~~N OF VATL, c~I~c)hnno: .;r•ctio~l 1. 'T'hat thc~ IZ~asoLutic~n, t.lie Purch~~sc~ Agreement. the .~ ~ ~ ~ ~~ 1~Iatc~~ ~inc3 the ])eGCI of 'Trust lae aI3d pare herc~~~~y incaz:-Porzated herein by this refc~rcnee t~,ereta. Sectiazi 2. Th~;t an appropriation a.n the amount of $450,4x0.00, together with such ot71er sums ~~s are necessary for closing under ~.~}e ~'urchase Agreement, be and is hereby authorized from such funds of the Tovrn as are legally available for such payment. AD4~'TED AND APP~iOVED this 19th day of April, 1983. TOWN OF VAIL, Eagle: County, Colorado (S E A L) ,. ~~ ~~~~ Mayo ATTES'~ Tawn Cle~k DEAD ON SECOND READING, APPROVED AND ADOpTED~~'THTS 3rd day of May, 1.983, and ordered published by title only. ~. ~ ~~~ Rodney F ~li#'er, ~IayraP ATTEST: ~J~~u~~ ~,~~~~~~~~~~ Pamela A. Brandmeyer,UTawn Clerk .~ ~ • ~ n a 0 m (D c-> L~ ~' r ~~. ;" ~,, _0 x ~ j\ ~~ f f' , ~~ c ~ ~ Q. o ~ ~ °~co~o-.o~-~~ -« ° ~ ~ ~ m m °~~~m~~~m C1 ~ Q ~ o ~ - -gyn. G ~ '~3~°~0°~ G o o ° a ~ m ~ ° a ~ ro m ~ m ° ~ m m°ro~'QO~° ~aQ.~~~~~~ ° a ~ .~, ~ ro ~ !~ ~ff~w~°~~ m Qmro P ° o - ~, Q a ~ _~ ° m ~ a. ~.ro~~~ O ~ y ° ~ ~~ C Q ° `~ ~ fl Q Q ~ C ~ Q O~ 3~-(~D ~ ~~n.J -~ -` U ° ~ O ~- ~ O Q~W~-r~`C~~ f ° T. (D ~ a ~ n~ m ~ ~ ~ QQ ~ ~' ~`~'~ ~ fl ^ ~ 3°~m°~ ~~ (D ~ ~ ^ -+ o . Q O~Qv, Q ~ Q ~ ~ ~ ° ~ ~ o ~' ro ~ ~ ~ ~~Q~ n cD ~~ ~~~D Q Q (r{y ~ ~ - ~ ~ Q ~ ~ Q(~~~a v~~_~~ o ~ C -~ ~: Q Q ro ~ ° ~ ~. Q o ~ ~ ~ (p ~ ! 6 -c ro a°-~~n~o~~~-. 7 . ^ . N ~ 7 ~ ~~(f3~~~w~j- ~ _ n ~ ~. a ~ ~ ~~~~~~°roQ ~ ~ `n ~ ~ ~' ~ ~ O 4 ~ ~ Q ~ p' ~- m (D ~ (D n~ ~Q ~ ~ ro O D ~ ~ ~ Q O ~ 6 ~ m ' C D ~C]~7~0 ~~ O O ~ Q ~ ~ O 3 3 ~~ ~ Q~ ~ ro~ vi ~ iD ~ ~ N ~ ~ Q 7 ~n ~O (~D Q ~~ ~ ~ O _~~ ~ Q ~ CD ~ ~ -C ~ W O QQ Q~ Q ~ yy z D a o ~ ~ (D ~~~0?0~0~ -~ ~ ~ Q ~ ~- `° ~°~m o~nro ~ 0 0 m L1 ro ~ ~ m ~~ ~CQ-cD ~O~ ~ ~~ ~ ~ ~ gy ~ ~ @ „-. ~ ~~~~~ Q ~ ~~ Q ( p Q O z ~ T O ~ O r D m ~ w O "T7 O r a Z ~~pp W ~ n'vo u-+v~~«+aa-~ - E3~ ~. ~ ~'~m~~ ~2~ dm s~m$$,~mM~g •oma~ic $~wD Omcvo~ ~i»m]fS N , ~~ - ~ o grtl f3 I1F-a_m !4~ga~'~m~~mFn.`.~P •°a ~-~~n'REc~"~,m~~~gO~om.tnp2,~OC~vZ 1~n yam. m v c m c ~w~e m 2" n»x ~?'. 02 Zm< mrmn~~o~ nmyi, ?. -~ m ~$ 3n „gA m-1 ' z--Q~,3 m~ c ~W.7~ mm ~ m s m_m. o ~?„ Zrn02'ir' n$ 7P b•-. ,. ~ w a o ~y ,i0 n~~-m m- ~ ngam_ K$m»4m~_s~ ~m^.~x ~nm$m~ogOTSro7po ~~, p a O ~o ~ ~mt~ ~~ xTan.~o~~w...~~:t Ff. Q. ~.. ~m3aD°'~aN x~~ay. ~~ ~[72~<mgy~~'~ ~~r.° D Y ii )ZS ?'» .men^m So m_ O_,.~$~`' z Z Via. ~ ~~. z m3a ~~ ~$~ z_ ao~--$ ~~'wo~m ~ ~i~'~g»~ ~~`., .. z y~p a -{~". oc°~'Q ~S3' dm S -~+oa ~~xy. o$$ *am m~ ZO~ 'nsr,.yz"D. ~~ ~ ~ Dp m~~ZS~ ~mm-~ ~p ~~cc ~~m'oaog~.~~m~,.,~~°a~'7~mm~^rKa nm~~~m` i47 ;~car_D~~~pZ~ d1= ~.- ... ?.y ~rn~ o s'• C ~ro nm~cm ~-NwcoZ~~ ma p m C~A~~~'D O._m D v c~~ ~ ~ y~ a m-•~ =;msnm~3 0_ v :»ao xOm 47rD ^ ~' ?7 ~ m $w ~.+ 'tl ~m~ ~ m_.. -.mm m`" 'c ate' sc~E ~ 2Z CI ,/~,: `~ ,,.'~ ~nr o ~- r..,~ t`~-'m '~~~~Fmo'~`P.: _~,~o-a~...=-'na~7 ~muR'~ ~z~ cmiOanZ A 0(z'~ ~~ `,.. ~• gga ~ * ~S~ $m `~'=°°~~~$~ ~$~~ °~„~~~$~m m'oflan ymc~~'r'9gmmDDm~~+~ ~,,,,. ~r x ~.. p KBES»~ $m -a m$.38 wm~vo.,,wL~, ~TO:=m~a~w~' tfn~,o'cb xxc~c> v'"o=~x-+ m r ,gym m"4nC Ha c, c '~~ cz2~cnOv_r-m= 2 ^~ ~~ ~ ~~ 7n ~O ~p~m ~+4 ~'~On ~.m m~ ~ mn~~~~,_. ~ax2. O~~n~~<,~o~yox C , m ~ .Z' AK m - W ~ ~... A `4 N 2 ~' ~. 3r'Tz ~ m -i $ ~' $ o ~z n» 2= r~' ~am=.. ~' ~.c $ m m r /'1+::' m. sn m ~mms~~~ 19=, ~_ S m_. ~ b - Om -k 2 ~- ~ E"~ 5 on ~omy~_~-~„ a m$_..' ~r:»Q.'.....-iy O z`i0 GO ~~... ~a_.-8 ~~ m 'ova ~ mom '`m~ ~ m m^.. .> pvz~ m n= ., mnnn a ~ m Q m root 3 ~c m~ o ~3-_ m-~A ,yqn miC' ` ~~ ~ r~7 ~ ynmppe e a mac mo~ v '{-.z [nK-mZ L-j Z~~~ \/.„"-. ~C 6 ~ ~ m 77r~. ~Q-O an a~0~7 .mom r.. nip -i KSZ _ ~m < ~ a~~°9 ~~ z ~mmoa^Sm K-~ m~> V„~..~?~ ~E~"~ y '~mtnpm0 ~Q .. ~. $ ~r= Q, m~c~~•~ K°m r a~Ra^m~ro~m_.a:~m~ wm~' ~~im'm~ °.~o~E -ZGoO=~ Z220a. , -.. .. a..m? zOmrroDi~.mm-nz~ .,..y~. n Q ~' 4 ~o m ~~ ,~ 0 ~n . ~ ~n .' ' ~_' i 7 -;- '~ r, i :.~ fil u~ cn cn ~ c -. ~ m n O j ~} Q O O Q o ~ o_ ~ o `^ ~ o ~- ~ ~ o 1 s'~o (D Q ~ ~ ~ O ~ ~ i ° O o I~~ - n ~ ~ ~ ~ 0 0 ~~ ro :D ~ii c~ 3 0 0 D ~ Q ~ c ,o 0 ~ m W -C a in' ~~ Q 0 0 ~ N c Q. ~ R O ~ O ~ o fl 0 D ~ Q N ~" cD C m O 0 ~, o -o o. W co Q ~ Q Q o a ~' a Q v --~ ~o~~-"noa-* - -+ fn~Q-*-. i ~Q~ ~cDC1 { { ~. ~ ~m~y~pcp~- n ~ ~Q~Qpn~cn_. U ~ (9 p p N~ Q O~~~ X mc~^~~Q~m-~ ~ ~ o~-?o~~'cgo ~ ca C}a-+~ ~ o ~•o ~~ a o~~fl-o~~-. 3 omm~rtmm~~ ». ~ o~Q3°~c~o°~Q~ Q ~ Q~Q ~~3~ m 1 fl (D~~Q~~'(D~C ~ Q QQ~~oym~,.D ~ ~~~~ QQ cab ~ O 0.~~~ C ~ Q~-~Q 3O Q 7 r 7 ~ < ~ (D~ ~ C ti ~~ ~_ ~~~~~,~~Qm~ ~ ~--~ ~ ~ ~ Q O Q~ ~ ~~ a o ~ I~ ~~ 6 m t4 ~ (~ U ~ ~ ~_ ~ (D (7 (~_ cn -~ p Q. "~'o~Q~go3 0 m o. ~Q ~ D a ~~D~~~~m ~ m ~ o,Qrn o ~~_~ ~ ~ ~ ~m~~QQrom-~ m ~ fl~Q°~fl~o Q cQ ~~fl~-~mo-°a~ ~ Q `Q o •"co-m ~o~ Q o ~Q~~~ ~ m ~~ Q a m~:pQ~~aom 3 -~'°n iron ~ dv c~vo«.^c7~D~ro~n- ' m Cm- ~ p.n D~m^'fnp2-nOC~,~z° =~mCSZ a-.o zmCQi,mrmC]~~o.a hd ~>".,~' tr-nOy rn Via, m~~orD,~mzz ~p .,- ... ~ , ' ~ x~~'.. ~: ~mb0°ceni~v°~D~y~uni~~p~ . o n r.: .._ < b o'u -1 Gl c pm- z pZ G ti ~. i~ a.' ' n .~ ~v 3 Yn. ~ cDnri~nD~zm ~S ~ ~~ h l~ ,~ n. .`..^~-" ii :': myzy ~^y a+o m~ mOmmCm=~OnmOZn ~z n l I rnq ~ x x r D p ox^,~mp~DOm~yp~'IC ~ ,a f K - '.~:i ~A cam Y~broz~~~Oinpm~f02, ~ ~m. .iZA boa,' coo c a- .~~ ~-i O'O p70Dn-r j.--~z p W0 -i _ .' ono 3 ~:' ~' mro~m~nrn~..-+p n~ .. ~} m ~= tmt~~,,~0. ~m nm~~mD~mzgcN m /~~.. ~~ ~ i~0 nm0. ~v ~~.K.imrDnnmO~,~=.z{L] .. ~ /\/~~/ m cnq Kn 'Cfm -O Tsp~~~~ ~. ~ \V °.'~F- °n~.. "n. Zom,~vnz.mm~z O z ~ O ~ ~ p O 0 r Z " -~+~r ~ !R '1••y. ~•' • A r PIIRCHASE AGREEMENT Dated as of April 19, 1983 ., between THE PULIS RANC~i, a Colorado limited partnership as Seller and TOWN OF VAIL, COLORADO, a Colorado municipal corporation as Purchaser 4/25/83 is ~• . 4 PURCHASE AGREEMENT TABLE OF CONTENTS PAGE 1. PROPERTY. 1 2. PURCHASE PRICE, 1 3. SECURITY. 2 4. CONDITIONS PRECEDENT, . 2 5. TITLE INSURANCE 3 6. SURVEY, . . 3 7. CLOSING 4 8. PRORATIONS. 5 9. BROKERAGE COMMISSIONS . . S 10. SfJRVIVAL. •~ 5 11. ASSIGNABILITY 5 12. DEFAULT AND TERMINATION PRIOR TO CLOSING. ~. 5 13. NOTICES . 6 1 4. SELLER'S PRIVILEGES 6 15. MISCELLANEOUS 7 EXHIBITS EXHIBIT A - DESCRIPTION OF LAND EXHIBIT B - PURCHASE PRICE NOTE EXHIBIT C - DEED OF TRUST EXHIBIT D - GENERAL WARRANTY DEED '. 1~ ~~ PURCHASE AG REE"~ENT THIS AGREEMENT is made and entered into as of this 19th day of April, 1983, by and between The Pulls Ranch, a Colorado limited partnership {"Seller") and the Town of Vail, Colorado, a Colorado municipal corporation ("Purchaser"). A. Seller is the owner of a parcel of real property located in Vail, Colorado, more particularly described in exhibit A and certain water rights leased by Seller to the Vail Metropolitan Recreation District pursuant to a ground lease and option to lease agreement dated May 27, 1965 {the "Water Rights"). Unless specifically stated otherwise, the real property and Water Rights shall collectively hereinafter be referred to as the "Property," B. Seller desires to sell and Purchaser desires to purchase the Property in accordance with the terms of this Agreement. C. Thais transaction is not the result of a threat of condemnation and a condemnation action has neither been filed nor threatened by the Town of Vail. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual engagements of the parties hereto, the parties hereto agree as follows: 1. PROPERTY. For the Purchase Price and upon and subject to the terms and conditions contained in this Agreement, Seller shall sell and convey the Property to Purchaser and Purchaser shall purchase the Property from Seller. ~. PURCHASE PRICE. The total Purchase Price for the Property shall be the sum of Two Million Six Hundred Fifty Thousand and no/100 Dollars ($2,650,000.00) and shall be payable as follows: A. Four Hundred Fifty Thousand and no/100 Dollars ($450,000.00) at closing in U.S. currency, certified funds, or other immediately available funds at a bank which is a member of the Denver, Colorado Clearing House Association, as adjusted in accordance with the prorations provided for in paragraph 8 hereof, B. The balance of Two Million Two Hundred Thousand and no/100 Dollars ($2,200,000.00) shall be payable by the execution and delivery at closing of Purchaser's Promissory Note (the "Purchase Price Note"), the form of which is attached hereto as exhibit S. The parties have estimated that the consumptive use value of the Water Rights is approximately 7.9 acre feet. In the event that prior to closing it is determined by either party that the consumptive use value of the Water Rights is substantially greater than 7.9 acre feet, then the parties shall attempt to negotiate a fair and reasonable purchase price for the purchase of the Water Rights by Purchaser from Seller. If a fair and reasonable price is agreed to by the parties, Purchaser shall pay Seller such additional consideration in cash or certified funds at Closing and Seller shall convey the Water Rights in accordance with the terms of this Agreement. If the parties are unable to agree to a fair and reasonable purchase price for the Water Rights, then Seller shall have no obligation to convey the Water Rights to Purchaser hereunder and in such event all other terms and conditions of this Agreement shall remain the same and unaffected thereby and the Property as referred to hereunder shall mean solely the real property described in exhibit A exclusive of the Water Rights. Purchaser agrees to cooperate with and assist Seller in d`termining the consumptive use value of the Water Rights. ~~ ~ 1~ . •~ 3. SECURITY. The payment of the Purchase Price Note shall be secured by a Deed of Trust to be executed and delivered by Purchaser to Seller at the Closing, containing provisions for partial releases,' repurchase of the Property, and liability limitations, the form of which is attached hereto as exhibit G. The Deed of Trust shall be a lien on the Property superior to any other liens, encumbrances or leases, except the existing Lease between Seller and the Vail Metropolitan Recreation District (the "Lease"} and subject only to easements, restrictions, and rights-of-way of record as of the date of Closing. 4. CONDITIONS PRECEDENT. The performance by Seller of its obligations hereunder is expressly conditioned upon the occurrance and fulfillment of the following conditions precedent all of which are for the sole benefit of Seller and any of which may be waived at any time by Seller, in its sole discretion, by written notice to Purchaser. In the event of the failure of any one or more of the following conditions, Seller, at its sole option, may elect to terminate this Agreement and in such event this Agreement shall be null, void and of no further force and effect. A. Seller shall obtain, at its sole cost and expense, a private Letter ruling from the Internal Revenue Service ("Letter Ruling") stating that the interest paid to Seller by Purchaser under the Purchase Price Note shall be exempt from federal income taxation under section 103 of the Internal Revenue Code of 1954, as amended. In the event that the Letter Ruling states that the interest will not be so exempt from taxation, Seller may elect either to terminate this Agreement as set forth above or to waive this condition and proceed to close this purchase and sale in accordance with the remaining terms and conditions of this Agreement or to require Purchaser to submit the question of the issuance by Purchaser of the Purchase Price Note and Deed of Trust, both as modified in the manner described below, to a vote of the electors of the Town of Vail, Colorado, in accordance with the laws and ordinances of the Town of Vail, Colorado {"Election"}. The costs, expenses and administrative responsibilities of the Election shall be borne by Purchaser. In the event of the Election, the Purchase Price Note upon which the electors shall vote shall be modified to delete paragraph 7 regarding limitations on liability and the Deed of Trust upon which the electors shall vote shall be modified to delete articles I, II, and III regarding limitations on liability, partial releases, and repurchase of the Property. Tn the event the question of the issuance of the Purchase Price Nate and Deed of Trust as modified is approved by a majority voting thereon, the parties shall proceed to close this transaction in accordance with its terms subject to the modifications provided for in this paragraph 4EA). B. On or before five (5) days from the date of the receipt of the Letter Ruling stating that interest paid to Seller by Purchaser under the Purchase Price Note is exempt from federal income taxation, Purchaser, at its sole cost and expense, shall deliver to Seller an opinion letter from bond counsel acceptable to Seller in a form acceptable to Seller stating that upon the adoption, execution and delivery of this Agreement, the Purchase Price Note and Deed of Trust, such documents shall be valid, binding and enforceable obligations of Purchaser in accordance with their terms except bond counsel shall render no opinion as to the enforceability of Article TIT of Exhibit B to the Deed of Trust ("Opinion Letter"); provided, hawever, that in the event the Internal Revenue Service requests such Opinion Letter prior to issuing its Letter Ruling, said Opinion Letter shall be provided within ten {10) days of written notice of such request from Seller to Purchaser. -2- \~ In the event that the Letter Ruling states that the interest will not be so exempt from taxation and Seller requires Purchaser to submit the question for the Election, the Opinion setter so delivered to Seller within five (5) days of the receipt of the Letter Ruling shall state that upon the affirmative vote of the electors, the Purchase Price Nate and Deed of Trust as amended shall be valid, binding and enforceable obligations of Purchaser in accordance with their terms. C. On or before thirty (30} days from the date of this Agreement, Purchaser, at its sole cost and expense, shall deliver to Seller an amendment to the existing Lease, executed by the Vail Metropolitan Recreation District, Said amendment shall state that the total annual rental payments otherwise due to the Lessor under the Lease shall be paid by the Lessee to the Seller if, when and so long as the Seller owns in fee simple all or any portion of the real property which is the subject of the Lease and regardless of whether any portion of the subject real property is owned in fee simple by Purchaser ar any other third party or in the event of a default by Purchaser under the Purchase Price Note or Deed of Trust. The amendment shall also state that so long as Purchaser awns all of the Property in fee simple and is not in default under the Purchase Price Note or Deed of Trust, Lessee shall pay the fatal annual rental payment to Purchaser. Seller shall join with the Vail Metropolitan Recreation District in executing such amendment. The effectiveness of said amendment shall be conditioned upon the closing of this transaction. 5. TITLE IN5URANCE. A. On or before thirty {30} days from the date of this Agreement, Purchaser shall cause Ticar National Title Insurance Company or Transamerica Title Insurance Company or such other title insurance company acceptable to Seller {"Title Insurance Company"}, to deliver to Purchaser a Commitment {"Commitment") for a title insurance policy (the "Title Insurance Policy"), obligating the Title Insurance Company to issue an owner's title insurance policy, covering the Property, subject only to exceptions acceptable to Purchaser {"Permitted Exceptions"} together with copies of all documents relating to exceptions thereto. The existing Lease, as amended pursuant to paragraph 4(C) shall be deemed to be a Permitted Exception, In the event the Commitment shall contain exceptions from coverage objectionable to Purchaser, Purchaser shall, within ten {i0) days of the receipt of the Commitment, notify Seller in writing of any such objections. Seller shall then have thirty {30) days in which to cure the matters objected to by Purchaser. In the event Seller shall be unable or unwilling to cure such defects within such period of time, either Purchaser or Seller may elect to terminate this Agreement, in which event this Agreement shall become null and void. In the event that neither party terminates this Agreement in such manner, then Purchaser shall be deemed to have waived such objections and shall proceed to close this purchase and sale transaction in accordance with the remaining terms of this Agreement. Any exceptions to coverage not objected to by Purchaser {by waiver or otherwise) pursuant to this paragraph shall be deemed to be Permitted Exceptions, B. On or before thirty {30) days from the date of this Agreement, Purchaser shall cause the Title Insurance Company to deliver to Seller a title insurance commitment together with copies of all documents relating to exceptions thereto, for the issuance of a mortgagee's title insurance policy insuring the validity and priority of the lien of the Deed of Trust in favor of Seller. 6. SURVEY. Purchaser shall obtain, at Purchaser's sole cost and expense, a survey of the Property prepared by a registered land -3- • ~c? ~ surveyor licensed in the State of Colorado,. if a legal. description of the Property sufficient to satisfy the requirements of the title insurance company to issue the commitment and policy as set forth in paragraph 5, cannot be prepared without such survey. In the event Purchaser obtains such survey and the legal description of the Property varies from that described in Exhibit A, then Seller and Purchaser shall modify the legal description in the Deed of Trust and General Warranty Deed accordingly, 7. CLOSING. A. The sale and purchase herein provided shall be ,consummated through a closing conference (the "Closing") which shall be held on the Closing Date at the hour of 9:00 a.m:, Mountain time, at the office of Pendleton & Sabian, P.C., Suite 1700, 1660 Lincoln Street, Denver, Colorado, or at such other time and place as the parties may mutually agree. The Closing Date shall be the date which is ten (10) business days after the Seller, gives Purchaser notice of its receipt of the Letter Ruling as set. forth in paragraph ~4(A) or the Election affirmatively approving this transaction as more fully set forth in paragraph 4(A), whichever first occurs. but in no event earlier than June 1, 1983. B. At the Closing the following shall occur; del, ivered : {1) Seller shall deliver or cause to be (a) Possession of the Property to Purchaser. (b) A General Warranty Deed conveying, the Property {exclusive of the Water Rights) to Purchaser subject only to the Permitted Exceptions, duly executed and acknowledged by Seller, substantially in the form attached hereto as exhibit D recognizing that the exceptions stated therein may change. {c) A Quit Claim Deed conveying the Water Rights to Purchaser. (2} Purchaser shall deliver or cause to be delivered: (a) The cash portion of the Purchase Price provided in paragraph 2 hereof, in cash or certified funds or by wire transfer of collected i3.S. Currency through the U.S. Federal Reserve System to a Denver, Colorado Clearing House Bank to be designated by Seller on or before the Closing, as increased or decreased by the prorations provided for in paragraph 8 hereof; {b) The duly executed Purchase Price Note. (c) The duly executed and acknowledged Deed of Trust. (d) A certified record of the proceedings by resolution, ordinance or otherwise of the Town Council of the Town of Vail, Colorado, evidencing the authority of Purchaser to enter into and close this transaction in accordance with its terms. (e} All other documents required to be executed or delivered by Purchaser pursuant to the terms of this Agreement. (3) Purchaser and Seller shall each deliver to the other two executed copies of the Purchaser's and Seller's statement of settlement setting forth all prorations, disbursements of the Purchase Price, and expenses of the Closing. (4) Purchaser shall pay the following: (a) all premiums, costs and expenses of or related to the issuance of the -4- i i • mortgagee's title insurance policy and all premiums, costs and expenses of or related to the issuance of an owner's title insurance policy, if Purchaser elects to obtain such policy; (b) the costs and expenses of the survey, if it is obtained by Purchaser; (c) any documentary fee payable in connection with the delivery of the Warranty Deed; (d) charges for the recording of the Warranty heed and Deed of Trust or any agreement or document described or referred to herein; (e) the Vail Real Estate Transfer Tax, if any, resulting from this transaction; (f) real and personal property taxes and assessments, if any, for the current year; and (g) all other costs and expenses related to or arising out of the closing of this transaction, it being expressly understood and agreed that 5e1.1er's sole obligations for the' payment of expenses or costs for the closing of this transaction are those attorneys' fees specifically incurred by Seller, the costs of the Letter Ruling, and the prorations as set forth in paragraph 8. $. PROBATIONS. A. The following prorations shall be made between Seller and Purchaser as of the Closing Date: (1) Rentals and other payments, if any, payable by tenants, licensees, concessionaires and other persons using or occupying the Property or any part thereof, for or in connection with such use or occupancy. (2) Gas, water, electricity, sewer and other utilities and operating expenses, if any, relating to the Property, which are payable by Seller. 9. BROKERAGE COMMISSIONS, Seller and Purchaser acknowledge that Butner, Joyce and Walker, Inc. shall be paid a fee as a result of this transaction, which fee shall be paid by and shall be the sole responsibility of Purchaser. Seller and Purchaser each represent and warrant to the other that except as stated in the preceding sentence no other broker, person or entity is entitled to a commission, finder's fee or other compensation arising from this transaction and each party hereby agrees to indemnify, defend and hold the other party harmless from and against any and all claims, loss or damage relating to or arising out of any claim far commission, finder's fee or other compensation by any broker, person, or entity claiming by or through such indemnifying party. 1Q. SURVTVAL. All warranties, representations, coenants, obligations and agreements contained in this Agreement shall survive the execution and delivery of this Agreement and of any and all documents or instruments delivered in connection herewith and shall survive the Closing hereunder and the transfer and conveyance of the Property hereunder and any and all performances in accordance with this Agreement. 11. ASSIGNABILITY. Seller may assign or transfer Seller's rights or obligations under this Agreement without the prior written consent of Purchaser. Purchaser shall not assign its interest in this Agreement. No transfer ar assignment in violation of this provision shall be valid or enforceable. 12. DEFAC7LT AND TERMINATION PRIOR TO CLOSING. Time is of the essence hereof. Tn the event of either party's default prior to Closing, the non-defaulting party, at its option, may declare this Agreement terminated, and in such event --5- i ~~ this Agreement shall be terminated, null and void and of no further force and effect; or the non defaulting party may seek and obtain specific performance of the terms of this Agreement in addition to any other remedies available at law or equity to it including monetary damages. 13. NpTTCES. Any notice, demand or document which any party is required or may desire to give or deliver to or make upon any other party shall, in the case of a notice or demand, be in writing, and may be personally delivered or given or made by United States registered or certified mail, return receipt requested, with postage prepaid, addressed as follows: To Seller: The Pulls Ranch, a Colorado limited partnership c/o Jay B. Pulls, Jr. 3841 South Magnolia Way Denver, Colorado 80237 with copy to: Brian Pendleton, Esq. Pendleton & Sabian, P.C. Suite 1700 Lincoln Center 1660 Lincoln Street Denver, Colorado 80254 To Purchaser: Town Manager Town of Vail Municipal Building Vail, Colorado 81657 subject to the right of any party to for itself by notice similarly given. document so given, delivered or made mail as aforesaid, shall be deemed to upon receipt of the same by the party is to be given, delivered or made. designate a different address Any such notice, demand or by registered or certified be given, delivered or made or parties to whom the same 14. SELLER'S PRIVILEGES. Purchaser agrees that the privilege of fishing in any flowing streams and fishing facilities provided, maintained or permitted to exist upon the Property and all golfing privileges provided {while the golf course is open) upon the golf course facilities on the Property shall be available far thirty {30) years from the date of closing of this transaction to the persons named below at no charge of any kind or nature whatsoever. Such privileges shall be personal to the following named persons and shall be nontransferable: Caroline K, Pulls Mrs. Donald C. Pu1is and her children, Ann Pulls Rouse, Larry Rouse, Mary Jane Burney, Robert Burney, Donald Charles Pulls, Jr., Jane Pu1is and Caroline M. Pul is Warren Kamer Pulls, Helga Pulls, his wife, and their children, Vali Pu1is, Fawn pulls Affeldt, Eric Affeldt, and Piney Pulls -f- ii # ~ Jay '~. Pulis, Jr., Ella June Pulis, his wife, and their children, Victoria Lynne Pu1is, Jay B. Pulls, III, Joanne Puns, and Jeffrey Philip Pulls Such persons will, in using the golf and fishing facilities, abide by all golf course and any state, federal or municipal fishing laws, rules and regulations currently in effect. The golfing privileges granted hereunder shall be the same privileges and no more than the privileges that a normal golf course "pass" would give to its holder. 15. MISCELLANEOUS. A. This Agreement contains the entire agreement between the garties respecting the matters herein set forth and supersedes all prior agreements between the parties hereto respecting such matters, B, This Agreement may be executed in any number of counterparts which together shall constitute the contract of the parties. C, The paragraph headings herein contained are for purposes of identification only and shall not be considered in construing this Agreement. D. If any party obtains a judgment against any other party by reason of breach of this Agreement, reasonable attorneys' fees as fixed by the court shall be included in such judgment. E. Except as herein expressly provided, no waiver by a party of any breach of this Agreement or of any warranty or representation hereunder by another party shall be deemed to be a waiver of any other breach of any kind or nature (whether preceding ar succeeding and whether or not of the same or similar naturey and no acceptance of payment or performance by a party after any such breach by another party shall be deemed to be a waiver of any further breach of this Agreement or of any representation ar warranty hereunder by such other party whether or not the first party 3cnows of such a breach at the time it accepts such payment or performance. F. No failure on the part of a party to exercise any right it may have by the terms hereunder or by law upon the default of another party, and no delay in the exercise thereof by the first party at any time when such other party may continue to be so in default, and no such failure or delay shall operate as a waiver of any default, or as a mod ificatian in any respect of the provisions of this Agreement. G. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the other. H. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. I. Any and all exhibits attached or to be attached hereto are hereby incorporated and made a part of this Agreement by reference. J. In case any one or more of the provisions contained in this Agreement or any application hereof shall be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and the application thereof shall not in any way be affected or impaired thereby. -7- r i~- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first ataove written. ATTEST: PURCHASER: ,o, TOWN OF WAIL, COLORADO, a Colorado ~` Gy~~~lt~~.K.~'~~•i~.(~rjal2L~~E-4~ municipal rporation Town Clerk v Date Executed Town Manager / Mayor ~ (J SELLER: ~ . • THE PULLS RANCH, a Colorado limited partnership • Date Executed Jaye. $Gl~.s, Jr. , a cj ~ er'al ~ ~'~^-~- par• ner Date Executed Warren Kamer Pulis, a general partner -8- -~ ~ ,~ ~~ EXHIBIT ~ A part of the North Or-e-Half of the Northwest Oae- Quarter of Section Niae, Township five South, Range Eighty West of the Sixth Principal l~Seridian (part, N~INW~ ,~ 9, T. S S, x. 80 W. 6th P.M.~, beginning at a point oa the West line of said North One-Half of the Northwest One-Quarter a distance of 115.00 feet along said West line Northerly from the South- . west corner of said North One-Half of the Northwest One-Quarter; theace Northerly along said West line a distance of 218.20 feet to a point Southerly along said West line a distance of 102.10 feet from the South lire of Highway No. 6; theace on an angle to the right of 1D8°51'57" a distance of 15D.o0 fact; thence on an angle to the left of 38°15'00" a distance of 105.00 feet; theace on an angle to the left of 35°30'00" a distance of ZI8.73 . feet to a poiat.on the said South line of Highway . Na. 6; thence oa an angle to the right of 85°39'07 " and slung said South line a distance of 98.38 feet; thence on an angle to the left of 44°57'47" and along said South line a distance of 179x.68 feet; thence oa an ang~.e to the right of 89°57'81" a distance of 54.92 feet tv a point of curve; thence along a curve to the left having a radius of 245.D0 feet, a central angle of 17022'52 ". an arc distance of 74.32 feet to a point of tangent; theace along said tapgeflt a distance of 138.00feet to a point of curve; thence along a curve to the right having a radius of 190.00 feet, a central angle of 35°30'00", an arc distance of 117.72 feet to a point of reverse curve; thence along a curve to the left having a radius of 125.D0 feet, a central angle of 42o40'DD", an arc distance of 93.08 feet; thence on an angle to the right of 125°00'00" a distance of 525.0D feet; theace oa an eagle to the left of 15°15'D0" a distance of 370.00 feet; theace on an angle to the right of 09°45'00" a distance of 2IS.D0 feet; thence on an angle to the left of 114°00'00" a distance of 260.00 feet to a point on ~e South iiae of said North one-half of the Northwest One- Quarter; theace oa an angle to the right of 121°30'00" sad along said South lice of the North Oae~3alf of the liorth~+est Cne-Quarter a distance of 250.00 feet; thecae on an angle to the right of 8©'08'41" a distance of 104.00 feet; thence on an angle to the left of 27'30'00" a distance of 117,00 feet; theace on an angle to the left of 06'k5'OD" a distance of 155.00 feet; thence oa an angle to the left of 46'03'59" a distance of 217.59 feet; theace on an angle to the left of 62'11'01" a distaaci of 115.00 feet; theace as an angle to the right of 43'15'00" adixtaace of 125.00 feet; theACe on an angle to the right of 32.30'OD" a distance of 162.00 feet; theace oa an angle to the left of 32'00'001° a distance of 203.00 feet; thence oa an eagle to the right of 11'30'00" a distance of 230.O0~feet to the point of begim~iag; containing 18.256 acres, amore or less, apd identified oa a Plat appearing of record 1x~ the Cauoaty of Eagle and State of Colorado in fcvntinued? ~ ~ ~ cook at Page Eighth Filing, which cumbered 1 and 2 on granted on the 5th recorded on May 7, 1 the records of the s sub,~ect to alI a rid ^s Tracts A and s, Vail Village, tract is exclusive of Blocks said Piat and the right-of-may day of September, 1939, and 940, is Eook 127 at Page 454 of aid County of Eagle, and is easemeflts shvwa on said Plat. Beginning at tl~e ~Tor`~hesst Corner of Sectfon~9, ?bv~ris:~il~ G South, Rar.ge BO West of the Sixth Principal Meridfan, ' County of Eagle, ~ State of Colorado; thence Southorl;• aSo~ ~=1 the East line of said Section 8~a distance of 240.00 teat; thence on an angle to the right of ?5000'00" a distanr..e of • E25.93 feet; tt~ence on an angle to theleft of 9D0DD' a distance of 15. DO feet; thence on an angle to the right of 4'1006'45" a di ;Lance of 17"I.51 feet; thence on an angle to the right of 21°15'D9=r s'distance of 22D. 4? feet; these ~e a:: an angle t~ the left of 39037=55" a distance of 1?9.22 feet; thence oi~ an angle to the right of 18°12'00" a distance of ?,00.00 feet; thence on an angle to the right.of 5~028'OJ" a dista.~ce o~ fi3.49 feet; thence on an angle to the right of ?fi03G'Cl1" a distance of 954.88 feet; thence on an angle to the left of 53°0'1'4F~" a distance of ?5.'OD feet; thencA on an angle to the left 0::30032' 13" a distance ~of 303.93 feet; thence on an angle to the left of 5ao4D'20" a distance of 1.38, fi7 feet; thence nn an angle to the right of 90o0D'OD" a distance of • '2J0.OD feet; thence ors an anq~e to the left of 34°1;x'40" a distance o: 96D. ?.7 feet; thence on an angle to the left of '_3°41'14" a distance of 150. DD feet; thence on an angle to the left of 4°30'3D" a distance of 1x7.41 feet; thence ou zn angle to the right of 8010'09" a distance of 1D2.04 !'eet; theracr on an angle Lo the right of 17°20'21" a distance o~i 105. C~0 feet to a point on the East line of Vail Village, Eigh~}, Fili^7_; thence on an angle to the right of 55000'00" and along said Ea,St line and along a curve to the right having a radi~is o! 125. DD feet, a central angle of 4~40'D0", an arc dis~~~~c~~ of 93.0 feet t4 a point of reverse curve; thence along sa~s3 Ezst .line Pnd along a curve to the left having a radius of 100.0: feet, s central angle of 35030'DO", an arc distance of 11?. r~ ~ieEt to a point of tangent; thence along said East line and s_lo-g said tangent a distance of 138. d0 feet to a point of c~trt~~; t<.eric~~ .. (Continued) ~ * ~ along said Fast line and along a~curve .~ the right hav~inq a radius of 245.04 feet, a central angle of 1?°22' ~2", ~an a.rc distance of ,?4.32 feet to ~ paint .of tangent; thence aionc~ said East line and along said tangent a distance of 54, 92 feet t4 a point on the South line of Eighway Q; thence on an angle to the rig'~t 94°D2'09" and along said South line s di~.tartce of 540.92 feel; thence~on an angle to the left of ~_ .l°14'39" and along said.South Tine a distance of 2x4.00 .• feet; ~ thence on a-1 angle to• the left of 1°12'50" and along aafd South •line a distance.bf,12G0.37:ieet to a point on the • North tine of said Section•9; thence on an angle t+v the ; ioht of 14052'31" and along said North line a di,tarsce of 10~:.. ~5 feet to the point of beginnfng; ~ontainfng ~5.15J7 acres. an d C.......enciag at the portheatt comer of Sictioa 9, Township 5 Sovth,~Raage 80 West of the Sixth ~'rincipal Kerid3.art, County of Eagle, Stag of Caiorada; thence Westerly along the North line of said Section 9 a distance of 1061.55 feet to the point of •begi.nxtiag; thence on an Cagle to the left of 14'52"3l" and alartg the South lire of gighway 5 a distance of 1260.37 feet; thence on an angle to the right of 1`12'50" and along the South line of Si,g~cway b a distgnca of 250.00 feet; thence on an eagle to the tight of 1®14'39" and along the South lute of Highway 6 a distance of 540.92 feet to a paint,oa the East lice of Vail 9illage, Eighth Filing; thence on art angle to the right of 89`57 `51" and alvrtg said East line extended a distance of 82.25 feet to a~point on the South line of Interstate sighway 70; thence oa an angle to the right of 89`25'38" artd along the South lira of Iateratate Highway 70.a distance of 1717.68 feet; thence oa an angle to the right of 0'34'22" and along the South lira of Interstate $ighway 70 a distance of 145.86 feet to a point on the North line of said Section 9; thence ort an angle to; the night of 12`27 "13" 'sad along the South lien of Iateratate $ighway 70 and along the North line of said Section 9 a distance of 191,15 feat to t.~ae paint of beginning; oontaining 3.329 acres. (the "Pra~erty„) {As outlined in red on the next page,) ~~ ~,..- _.~,,, - ~. + ' ~" ~ ~ t t~ t , ~"`-•` `' ' i •. . + s R •' ~ • . ~.~ ~• +1 t .1 ~~ 4 . ~ ~~ ~ S +. t, e ' y .. r ~ .. ~`~ .~ .. .;~,~ :~, ~ . .. • li ~` ~' ~ '. . c t ~, a i ~ .~ • ~ ~ ~~ • T• 1~ S't ~ ~1 '1 A ~ i ' t v 1 t t - .. 4 + ,;; ~~ ~f ~ ~ ~` i 1 t ~. ~3 ' w • ,~ ~ ~ 1 .~~ ~ ' . •`\~ 7 }/ •~ ;a~ ~ • •~ , i j ~ ~ I 1' j ~ • ~ S ;i r + ~ ~ ,~ E ~ ~~ ~ E7CSIBIT B ?O PC~RCflASE AOREEMERT BY APD BETiiEEN T8E PDLIS RANCH (`SELLER"} AAD T8E TOAD DF VAIL, COLORADO ('pORCHASER"} DATED , 1983 PROMISSORY PDTE 52,200,OOO.OU Vail, Colorado 1983 t, FUR VALUE RECEIVED, the Town of Vail, Colorado, a Colorado municipal corporation ("Maker"), promises to pay to the order of The Pulls Ranch, a Colorado limited partnership ("Payee") c% Jay B. Pulls, Jr., 3841 South Magnolia Way, Denver, Colorado 60237 or at such other place or places as Payee may direct from time to time in writing, the sum of Two Million Two Hundred Thousand and noJ100 Dollars ($2,20fl,000.00), U.S. currency, together with interest on the unpaid principal balance from time to time outstanding from the date hereof at the rate of thirteen percent (13&} per annum, 2. This Note shall be payable in U.S. funds in fifteen (15) equal amortized anneal principal and accrued interest in the amount commencing one year from the date hereof and on the same month and day of each successive full. currency or collected installments of Of $340x431.92 continuing thereafter year until paid in 3. The entire unpaid principal balance together with accrued and unpaid interest thereon shall be due and payable, at Payee's option, ten (10} years from the date of this Nate upon eighteen (18} months prior written notice from Payee to Maker. 4. This Note may not be prepaid either in whole or in part without the prior written consent of Payee which may be given or withheld in its sole discretion. 5. It is agreed that if this Note or any installment due hereunder is not paid when due or declared due hereunder, the entire outstanding principal balance and accrued interest thereon shall draw interest from the due date at the rate of the greater of eighteen percent (18$) per annum or four (4) percentage points above the prime rate of interest announced from time to time as the interest rate to be charged by the United Bank of Denver, N.A. to its most creditworthy commercial customers for short term commercial loans and that failure to make any payment of principal or. interest when due or any default under any encumbrance or agreement securing this Note shall cause the whole Note to became due at once, at the option of Payee. 6. Maker and all of the persons liable or to become liable far all or any part of this indebtedness, jointly or severally, hereby waive presentment for payment, protest, native of nonpayment, demand and of protest, and agree to any extension of time and payment and partial payment before, at or after maturity, and if this Note or interest thereon is not paid when due, whether or not suit is brought, agree to pay all reasonable casts of collection, including a reasonable sum for attorneys' fees, and if foreclosure is made by the Public Trustee, for attorneys' fees to be added by the Public Trustee to the cost of foreclosure. 7. The covenants of Maker expressed in this Note to pay the aforesaid principal sum and the interest that shall accrue thereon, and the other payments required hereunder, whether or not at the option of Payee, are included in this Note for the sole purpose of evidencing the continuing existence of the indebtedness only and are subject to annual appropriations by Maker. In the event of any default or nonpayment of any sum due hereunder, Payee agrees that it will not look to the personal or individual liability of Maker (ar any assignee of Maker) or endorser hereof and that the sole remedy of Payee shall be foreclosure of the Deed of Trust which secures this Note, and judgment hereunder, it maker of this Note and the real property only. • • Payee shall not be entitled to a deficiency being understood that the liability of the the accompanying Deed of Trust is limited to 6. This Note may not be amended, modified, or changed, nor shall any waiver of any provision hereby be affected, except only by an instrument in writing and signed by the party against whom enforcement or any waiver, amendment, change, modification or discharge is sought. 9. No failure on the part in exercising any right hereunder such right; nor shall any single any right hereunder preclude the remedies herein provided for are any remedies provided by law. of Payee to exercise, and no delay ~ shall operate as a waiver of any or partial exercise by Payee of exercise of any other right. The cumulative and not exclusive of 10. This Note is to be construed in accordance with the laws of the State of Colorado. If any charges made in connection with this Note at any time whatsoever, or provisions hereof are judicially determined to be invalid, then the interest rate shall be modified to an amount which is legally permissible, and that portion hereof which is declared invalid shall not affect the remaining provisions hereof. 11. In this Note and sil instruments securing it, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. Whenever used herein, the words "Maker" and "Payee" shall be deemed to include their respective heirs, personal representatives, 6uCCessors, and assigns. Whenever used herein, the word "Payee" shall be deemed to incude any legal holder of this Note. 12. All notices provided for hereunder shall be in writing and shall be deemed given and received when: a. Personally delivered; b. When deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the applicable party as follows, or at such other address as shall be designated by such party by written notice to the other party: Payee: The Pulls Ranch c/o Jay B. Pulls, Jr. 3841 South Magnolia Way Denver, Colorado 80237 With a copy to: Brian Pendleton, Esq. Pendleton & Sabian, P.C. Suite 1700 1660 Lincoln Street Denver, Colorado 80264 Maker: Town Manager Town of Vail Municipal Building Vail, Colorado 61657 13. This Note is secured by a Deed of Trust of even date herewith, executed by Maker, on certain real praperty located in the County of Eagle, State of Colorado, as mare particularly described on Exhibit A attached hereto and incorporated herein by reference. -2- 1~Q. This Note shall be transfezable by Payee only upon notice to Maker in complit~nce with the registration requirements of Section 163{f), Internal Revenue Cade of 1994, as amended. IN WITNESS WHEREOF, Maker has caused this Note to be executed as of the date and year first above written. DLIE: , 1998 MAKER; unless sooner paid TOWN OF VAIL, a Colorado municipal ATTEST: corporation Town Clerk By: Town Manager Sy: Mayor -3- •• ~ ~ ltaoarded at _a'dock~} ' itt+csptiae No Rt:ct-rdcr EXHIBIT C TO PURCHASE AGREEMENT $ETWEEN TOWN OF VAIL, COLORADO ("PURCf3ASER") AND THE PULIS RANC~i ("5ELLER") DATED , 1483 ~ 19 83 ,between i Tilns iHa~trru>R>e, liiade this day rn TOWN OF VAIL, COLORADO, a Colorado municipal corporation ;' ,~ ,vho,r,ddress;a Municipal Building, Vail, Colorado 81657 party of tttt first part, ttrid the Public 7tuua of Cooney of Eagle , in iht State d Cobrado, putt' of the second pan, Witnesseth: THAW. WHEREAS,The said TOWN OF VAIL, COLORADO has executed its promissory note bearing even daft herewith, for the principal sum of Two Million, Two Hundred Thousand and No/l00 ($2,200,000.00) Dollars, wra6letotheorderof THE PULIS RANCH, a Colorado limited partnership w'hosettddressis c/o Jay $. Pulls, Jr., 3841 South Magnolia Way, Denver, Colorado $0237. after the date hereof, with interest thereon [ram the date thereof at the rate of thirteen (l3~ercentperanntlm,payable in fifteen (I.5) equal amortized annual installments of principal and accrued interest in the amount of $340,431..92 with the entire unpaid principal balance and accrued interest due and payable at Payee's option tan (10} years from the date of the Nate upon eighteen (18) months prior written notice. AND WHEREAS, The said put y of the first part is desirous of aectuin~ payment of the principal trod interest of said promissory note in whose hands soever the said note or any of them may be, NOW, THEREFORE, The said party of the first part, in consideration of the prcmisi•s and for the purpose aforesaid, does hereby :rant, bargailt, sell sod convey unto the said party of the second pan in trust forever, the following described ~..~ .rty, situate in the County of Eagle . State of Colorado, to wit: See Exhibit A attached hereto and incorporated herein by reference. For additional provisions see Exhibit B attached hereto and incorporated herein by reference. *greatex of eighteen percent (1$%) or four (4) percentage points above the prime rite of interest announced fxom time to tune as the interest rate to be charged by the United $ank of Denver, N.A. to its most creditworthy cotmercial customers for short term commercial loans ("Prime Rate") also known as street and number. TO FtAVF AfVO TO HO1D the same. ta~ether with all and singular the privileges aid appurknantss thereunto bebng,ng In Trust l+levertheiess, That in tyae d defauh in the payment d sad trote tx any d them, or any part thereof, a in the payttsent d the interest thereon. acctxdinY to the error and cffcet dwd note tx any dihem. or in rite payment of any prior enctunbrances, phrrcipel or interest. d any. or in case default shall EK made to nr an rase of violation or tmach deny dthe terms, cotdi eons, covenants of apt+cment s herein contoured. the benefit tart' here under or t he legal holder of t he irtdrbtednesc se: urW hereby may declare a violation d an y d the covenants hereto convened and elect toadvertise card property for sale and demand such sale. then, upon f ilitrg nonce d wch alai lion pid demand for sale w11h t he card party of the second pert, wito stall upon receipt dsuch n~uce delatron and demand for sale cause a copy of t he same t o be recorded in the recorder's office d the county to which cud rca! estaic is situated. tt shall and may be lawful far card party d the xcond part to nett laird dispose of the saint ten masse or m separate parcels. as the cud Publ,c Trusts may thank txstl. and all the right, tole and interest successors of said parry dthr first pert, it S txns or asstpts t rein, at public auction at the front door d the Court House, m t he County d ~g ~ Stan dColorado, a m sad premises, or any put thereof u may br specdied in the notice d Bald sate. for the hi hest and best prtisP t same will bring In rash, four weeks' public nonce having been prevac>t,sly yven of rite tune and plats d such sale, by as~verttsement, rnelrly, in some newspaper dgetreral ce~etttation at that tone published in said count y of Ea g 1 e , a copy d which notice shalt be mauled wktin ten days from the dare dthe first pubficatim thered to the said part V d the friar part ar the address harem pven and to such prison or ._ apQesnris to have acquired a subxquent record interest in said real tau at the address pven in the recordod instrument; where Doty the county and su[e ,s a~ n tht asddressthen such notree shall be mailed to Elie county xat. and to make and pot to the port: hair orpurchasers d such property at such sale, a cert,.ricate or eerafitxtes m wntrrrg descnbitrg such property purchased. and tin sum or sums paid therefor. and the time when the purehauer at purchaxn [ot other person en[ttled tl+erebtshallbeenutledtoadeedordrodsthcrcfor,unlnsthesarmshafltxndameduis rovdedbylaw;andsardPublicTrusteethall,upondemandbythepersonor persons holdiri= [he said oeralSgte or eerofiutts d purrhax, when said demand is made, or upon demand by the person rntitkd to a deed to and fa the property purcls4ved. at she erne Birch demand n made, the tune for redemptiron hanng expired. make and execute to such Pp~enon or persons a dad or deeds to the card property purchased, wtyth card deed or deeds shall be m f he ordinary loan d a conveyance, acid shaf4 be sipted, ackrawiodgtd std deirvered ry the said Puttltc Trustee, as ~rantar, and shall tanvty and quit-claim to such person or persons entitled to such decd. as Rranact. the raid property purchased at aforesaid and all the right. title, inttrcst, benefit end equity of redemption d the parr of the first part, heirs and usians therein, sad shall rcciu the sum a wins !or which the card property wu sold and shall refer to the power d salt thitrein cantaaned. and to the safe or sales made by vintx thereof, and in case d an assignment d such cerufiuu or ce-uficatrs d purchase. m in case of the redemption d such ~.. r ..:y, by a tubtequent encumbratrttx, such assignment or rtdemputxi shall also be tdertod to m such deed Or deeds, but the tatiCe of sale need not 6e set out in such dad or deeds and the sand Public Trustee shaft, out d the proceeds or avails d curb sale. after tint paying and retuning all fees. eha,raes and cosu d trsakrrtg said Bak. DaY to the heneficury hsrsunder a the ktN balder d said non the pnncrpel and interest due on cud note atuordirt` to the terror and efl2ct thread. and all moneys rtdvarited by such benefircruy a ka6d holder d vid note far insunrrce. toner red assessments. with tnternt thereon at the* q ~ tfw rttidcrirtg the averplus. d any, unto the cad party d the fist t SttC_~ e 5 S ~~~ ~si~is; wltich safe or sales and said deed ar deeds so rnadc shall be a pa ~ itS +~• txrpetual tsar, both m ta++ and equity, aaainp Itx ttitid pat y d the tint part, it S su C C e5 50 rS :. . ~~ nd ussgns, and all other persons claiming the cud property, a any parr thereof. by, boars, tMp~h or order said party K the fins pan. or any dthem The hoidn tx holden d card non tx rates maY purchase card property or any pan thereof. ud it than na hr oMwato-y upon lie purcharer a purchasers at any such Bak ro wt: to the applat~uan of the pun:hax money if a rckase dad be , ttiagirred. n is ,. that thepttvt y ottlre tint part,it5 sucCesSOrS 'larr'+or ustPns. will pay the eaperise ttrered I` 0.341-A. Re+:•.'TS - DEED Of T8L'ST - Pwbltr'tYrrter {rlth "des •w sale clause."1- tZereive r'a Ctaase - Ausrfcr'a F's+a. ',r - iradfoid Pu Mi atuna. t a 163 Wef t tai A Me not, Goode n .Colorado tAa6 a - t30I127a-0M~ - !•ti0 successors and ass Aid tn~Wt Y r9f the ilea paA, (ar itself , and t« its tenrs-ttac~ins:rtu ~,t_.,.,. _an GoMCrsarta S arrd itproe8 iG aed wtth the sad pony of the sec«id part, that u the trine dthe rnttglrri~ dared delivery dthere prtreetta ~t ~ S x»Il scoot r! fix cs>d bu+d +rvi irnetrsents m fee arriple, acrd !a S pW n~ht. (u!1 pmrer and !awful wet.arrty to posit, i7Y=atn. sell t4hu convey t7rr r+.ne an tae rnaruur orb form as aforesaid; lKrcby fully ilfld absolutely waistitt and tritiStrtj ~ ~u lard dt+rrns it maY Mvc m or to sad lards. srnementa. and orapeny as a i'. ._read Ettertipuorr, or obey caetnptton. under and by vtrttre or aqy act d the Genoa! Asetmbly of the Sutc d Colorado, or at any exempuoo urdtr and b vtrtue o[ any act d tAc United States wn °r~si~.~eaicep~°teas`emir'~~S~se;~"~ov~iiantns~lati~es~z~c'~'diaris;e i'~"ees~€'va~~as ~'~lg~~ss a~"~ray v~ record and the existing leases between Beneficiary and the Vail Metropolitan *~ecreaternof~e~t~ict. g g teen percent (l8%) nr four (4) percentage points above the Prime Rate tsrd the above barprnod ,. ., ., .y in the quiet and peaceable possession d the teed pwfty of the second pert, hu suetessors and assigns, a~curist all aid tvery person « penans liwlu@y claunuia «to claim the wlsole «any part tAered, the raid pan y d the tint part shall and wdl Warrant and Forever Ekftrd, Until payment in foil of the indebtedness the party ol~ the First part shall timely pay ail taus and a„e„mrnta (cued un the pra- pt:rty; an) artd all amount, dui on account of pnnclpal and irttrre,t or other ,ums an any srniur cn~umhranie+. tl any; anal ++ill Aerf+ all im• proaement, [hat maybe on ,did land, insured agatnu any ~acuahy io,,, in~ludtnp c',lended co, wage, in a:utttp:.ny vs ,ottt~anic, n,actutg the nit ++anh rtyuirtmrnt, of the beneficiary hereof in an amnwtt not tes, than the thr:n total indebtedne,,. inch puhry ,Hall ~ontatn a kr„ payable clause naming the brnrftciary as mortyr,tgte and [hall 1 urther pro, tde that the in• u-ancr may nnl he ~an.cltail upon le+, than ten d:ty, wr[[[en nnti~c to the beneficiary. At the option of the brneftriary, the original poltry or poGcie, of tmurancc ,hail be Belt+rrcd to the beneficiary a+ fun her,ectrrin• for the indebtedness. 5hou~d the party of the ttr,t part ta,l en imurc and drli,er the policu•, nr tr pay tares or a„e,,mtnt, a, the same faEl due, or tit pad any amot,ms pa,able upon ,cnior rncumbra:t~rs, tl am, t~hrneiiciary may rnaJ.c am such payments or pr4:urr an:. tiu:h tnsurancr, and all montcs ,o yard sa nA interest thrrron at the rate pl the' ~ir~,na,,,,,.,,, ,hail he asd• ed to and 6ci:ame a parr of the tntlrbtrJnrss sccurcd by [lies Deed o! Truw snd may be peed nett of the pro,;,;esl, of the ~alr nt the pntrcn+ n not paid by the part of the first [tart. fn addition, and at il, oittion. the henctician tttap dr:larc the :ndehtestne„ ,rcuresJ hereby and chi, Dead of trust lst be in dalault for failure to procure m,uran,'c os ttta4,e stay s>1 the p.tymrnt~ rrytrircd h± chi. ~zra~rarh. U di «any part o(the properly or an [nitres[ therrtn is sold «trnsferrcd by First ParRr Wrtisoul beneficiary's prwr wntlrn conctnt, rxciuJtnp tee the txraoon of a iten D[ cncumbrtsnce subordinate to etas Dctd d7rust, tbt the crrstaon of a pate se money secunty inttrrst for houxhoW appliatrce,, tc I n lran,fa by s4etriu.desctnt«byoperauon dlawuponthedealhofapmt rcnantatdlthrgrantofany leaxttold interesto(tttrix yc.rr,sx kssnotwntairung an~~n~n topurtiha,,e. benefretvy Huy. at bcrteficury's apron. tkclare all [he sums secured by etas Decd d Trust to be smmeltatety but anu payable Benct`rcrary sAall have +aai,ed wch aptJnrl to aCLeker7Ee tt, pprklr t0 t he sale or tranSlrf, benerxlar y 7lrld t he prrs(rn to wham t ltr pfOpCrty rs (u be SOId «trln sec rrrd rraCh a~rrtmC nt In wn ung t rLl t l he ; red rt of teach person is satisfactory to banefresary and that the interest payable on the sums sccurcd by this Decd of Trust sAnJl be at such rate as brneGcury shall i eque,t, ANA THAT ~ CASE OF ANY t)£FAI;LT, Whereby the nghs d lurrckssure occurs hereunder, the wtte party of the secnnd part ur the hitldrr of sod nde ar certtfic~te d purchase. shall at once become entitled to the pussrssiun. ux and enntytnent d tM property afuresad. end W the tent,. i„rre, and profits (hereof. from the actruirtg d sestet ttgM and dunttg the pendency d torrctusure prus:eedings and the penud of redempuun, if .uty there tY. anJ ,u.h possession shat! at once be ddtvered w the said poly of the secotd part ur the Holder of said rent[ «certiti:att d purchase on inquest, and tin rrfus:J. the ddiver y of suer possession may be ert(orced by the said party d the second pram «tht Adder d sad note sx exrttrrcate of purchase by any appropnau n+til suitor prnctrodmg. and the said pr.rty dtlse second part, sx the holder of card note or certtfic3u• of purchase. sty any thereof. sheet bt cnutled n~ e Recs;iver (w toad property. tend of the rcnU. ts3urs and prdtu tAered. after such default, includirta the time covered ey foreclwure proceedings and the pcrsucf "t rsdcmpuRa• tf an}' Ihera tsr, and Chit] be entitled iherelo as a nutttr o(ngltt withcwt regard to the s~l,•ency ar rnsolaency of the port y of the tint part sx of the then owner of said property and wrttlotel tiytrd to the value [hard, and such Neaiaer may be :ippanud by any .our[ or competent lunsdr.uon upon ex putt application and withoutnotrcc-~totiu betnQ hereby expressly waivedand ail rents. issues and profits. mcume araf rcvrnut lhrrefrom shall De applied by wch Riecciver to the payment d the trdebtedness hereby ses;ured. according to the Saw :red the «dcrs and direcusxts of ttx court AND, That in case d defeat[ m any of said payments of pnncipal or murrst, according [a the tenor and effect of said promissory note aforesaid. or any dif them, a any pan thered. or srf a 6rxach or walauon of any d the covcn?rtts or agreerrxnts herein, by the part }. dthcfint Si,~CCeS50r5 •4i..••Y tom. its ..... _.... „r usegns. then and m flier case the whole of said prvicipal sum tieret+y secured. and the metres[ iheteon io the time d the salt, [siege[ once, at the opion dthe legal holder thercd, become due atsd pryabie, and the sand pioperty be wld rn the manner attt,arch the semi effect as d seed indebtedness had matured, and that i[ foreclosure be made by the PttbLc Trustee, an attorney's fee-vfTeteZ4trr- ~ a reasonable St3R1 ~iarr.(or xrnces rn the supervision of wd ftxcclo~urt proceedings shall be allowed by the Public Trustee as a part d the cost d foretlasurc, and dfixecbsurr tx made through the cotuu a reasonable auorne y's fee shill be taxed by the court u a part of the costs o(wch foralosurc prsteeedings. Should any pravrston dtMs Geed of Trust he found to wt plate t he slatutn.x court decisions of the Suss dColondo. or of slit United States. such pro vision shall he daemrd to be amer-ded to comply wuh and conform to such statutes and decisions- p'Y wTl'r'E55 WttERE~l3F, The said party of ihr rent parr has Atreunto set ,~ t S hand and seal the day xrid year rest above wntten. T V L COL 1 Wi'tTlE55: ATTBSfi: Town Clerk STATE OP CQLORADO. Dainty of OWI~ OF AI ORAI}0, a Co oradv municipal corporation R~r isJwu rtdua~er ~v: mayor I'1te fore~gainj iitstrurnent was ackrsowkdged before me tltis _.._. ~ u. day d i9 8 33 by as Town Manager and i'c * ~ Mayor of the Town of Vail, Colorado, a Colorado municipal corporation My cixnrrvssion expirc~ Witness my hand aril dficial seal. Address 0 z a F w W p ~~ ~~ ~ U~ ~h ~~ 0 0 tit. Q tad t H G 4 ti w 3 E .Y r Y `u x ~I w +LY G >, .s ~, h w 1 I a u x .~ a+ ~S~nl_~ [SEI4L) [SEAL! as *** htotary Publu u y O z E w M Y w ., ~,. .' ~ • EXHIBIT A Jl past of thi North One-Half of the Northwest Qne- Quarter of Section Niae, Township live South, Itaage • ~ Nighty Kest of the Sixth Principal l~feridiaa (part, N~~NW~ ~ 9, T, 5 S. A. 80 'W. 6th P.M. ~ , beginning a t a point oa the ~tcst line of said North Cne•Haif of the Northwest Cae-Quarter a distance of 115.00 feet along said nest line Northerly from the South-, MlSt corner of said North One•Balf of the Narthwest . t?ne-Quarter; thence Northerly alaag said West line a distance of 218.20 feet to a paint . Southerly along said Went line a distance of 102.10. feet from the South fiat of Sighway No. 6; thence or an angle to the right of 108°51'57" a distance. . of 1b0.00 feet; theac: oa as angle to the left of 3b°15'00" a distance of 105.00 feet; thence oa as trgie to .the icft of 35°30'DD" a distance of 218.73 feet to a point,oa the said South lfae of Highway No. 6; thence ors as .eagle to the right of 85°39'07" and along s:id South line a distance of 98.38 fcet; thence on an angle to the left of 44°57'47" and along said South line a distance of 1791.68 feet; thence oa an eagle to the right of S9°57'51" a . distance of 54.92 feet to a point of curve; ther-ce along a curve to the left having a radius of 245.00 feet, a central eagle of 17022'52", as arc distance of 74.33 feet to a paint of tangent; thence along said tangent a distance of 138.00 feet to a point of curve; thence along a curve to the right having a radius of 19D.00 feet, a central eagle of 35°3D'OD", as arc distance of 117.72 feet to a point of reverse curve; thence along a curve to the left having a radius of 125.00 feet, a central eagle of 42040'00", an arc distance of 93.08 feet; thence or, are aagic to the right of 1x5°00'00" a distance of 525.00 felt; thence oa an angle to the left of 15°15'00" a distance of 370.00 feet; thence on an angle to the sight of 09°45'00 " a distance of 215.OD feet; thence on as eagle to the left of 114000'00" a distance of 26D.OD feet to a point ors the South line of said North aae-half of the Harthvest One- Quarter; thence oa an angle to the right of 121°34'00" and along said South line of the :North Oaedialf of the itorthirest One~urter a distance of 250.00 feet; thence oa an eagle to the right of x0.08'41" a distance of 104.00 feet; thence oa an angle to the left of 2?'30'00" a distance of 117.00 feet; thence on an angle to the left of 06.45'00" a distance of 155.00 feat; thence oa an aaglc to the left of 4b`03'S9 " a distance of 217.59 feet; thence oa an eagle to the left of 52.11'01" a distance of 115.00 feet; thence oa ar angle to the right of 43'15'00" adistaace of 125.00 feet; thence ofl an eagle to the r3,ght of 32.30'00" a di~tancc of 1b2.00 feet; thence oa an angle to the left of 31'00'DO" a distance of 203.00 feet; thence oa as eagle to the right of 11'3D'00" a distance of 230.00'feet to the point of beginning; caataiaiag 18.256 acres, arare or less, and identified oa a Piat appearing of record ifl the Cwonty of Eagle and State of Colorado in (continued} ., • ~ Eook at Page as Tracts A and E, Vail Village, Eighth Filing, v3aich tract is exclu:ive of Flocks - numbered 1 and 2 on said Plat and the right•af-w8y granted on the 5th day of Sept_~W3..er, 1939, and recorded oa May 7, 194D, in Eook 127 at Page 454 of the records of the raid County of Eagle, and is subject to all easemeAts shown un said Plat. and Beginning at the :~or`.he~t~C~rner of Section~9, Tbvrrts:~it, v South, Range 80 West of the Sfxth Principal Meridian, Coanty of Eagle, State of Colorado; thence Southcrll~ a:a,~,3 the East line of said Section 9~a distance of 240.00 Tee-; fhen~e on an angle to the right of 75°OD'OD" a distan~.e of • fi25.9~ feet; thence an an angle to the left of 9~OD' a distance of 15.00 feet; thence on nn angle to the rigi~t of 4`r°D6'95" a distance of 177.51 feet; Thence on an angle to the right of 21a1 ~i'09" a'dista,nce of 220.47 feet; ti.et~ ~e ar are angle to the Left of 39'03?'S5" a distance of 179.22 fens; ' thence oz~ an angle to t3~e right of 18°12'00" a distance of ?04.00 feet; thence on an angle to the right•of 5~o2$'DD" a dista.ce o~ fi8.48 feet; thence on an angle to the right of 7Eio36'01" a distance of 454.96 feet; thence on an angle to the left of 53°D?'4F" a distance of 75.'00 feet; thence on an angle to the lest of ~D°32'13" a distance ~flf $a3: 83 feet; ther.Ce on art angle to the left of 55o4D'2D" a distance of J.3fi. a7 feet; thence nn an angl:~ to the right of 90o00'D0" a distance cif •.'2DD. OD feet; thence on an angle to the left of 34°1.:x'40" a distance o: ~6D. 77 feet; hence on an angle to the Ieit of ~''0~41'1fJ" a distance of 150.00 feet; thence ar, an angle to the left of 4°30'30" a distance of 1~?. 41 feet; thence o.~ zn angle to the right of Bo1D'09" a distance of 1D2.04 reef; thenL~ vn an angle to the right of 1'1°2D'21" a distance of 185, QO • feet to a point on the East Sine of Vail Village, Eigh+?~ Filing; . thence on an angle to the right of 55°DO'OD" and along paid Ea..st line and along a curve to the right having a ra.dis~s of 125.OD feet, a central angle of 4ro4D'DO", an arc disi:~;i.~~ of 93.0 feet to $ point of reverse curve; thence along sa~~3 Ezst line end a~.ong a curve to the left having a radius of 100.0~~ teet~ a central angle of 35Q30'00", an arc distance of 117. ~2 ~ieet tQ a paint of tangent; thence slang said F~ ~t line and air- g said tangent a distance of 138.00 feet to a paint of cztrtt ~; t:.?nc~ (continued) f ~ ~ ' along said East Iine•ind along a•curve t4 the right • having a radius of 245.00 teat, d centra3 angle of l?°2Z' S2". •aa arc distance ©t,'14.32 feet to R point of tangent; thence . ~alonq said ~'Q~t line and alon4 aaid tangent a aistance of •~ . .54..92 feet to a point.onahe South line of Highway 6; thence on an angle t,Q the right 90°02'08" and along said 54uth line ' • s distance of 540.92 feet; thence on axi angle to the Ie#t of .. • •~:1°14'39" and along sald.South Line a distance of 250.0 ', • •' • tees; • thence on a~~ angle to: the left of 1°12' S0!' and aZon~ . said South •line a distance;bf,12~60.37;feet to a point on the - • ' , North line of saki Section'8; thence on an angle to the : ivht of 14052'31" and along said North Iine a dLtance of !Oc i, ~5 ieeE to the point of beginning; ~ontainin~ 35.1507 ecx~e:~. . and C.....~,encing at the Northeast corner of 8actioa 9, Township S South,•Raage 80 West of the Bixth ~riacipal lieridiaa, County of Eagle, Stata of Colorado; thence Westerly along the North line of said Section 9 a distance of 1D61.55 fast to the point of•begi+naiag; thence oa as angle to the left of 14'52'31" and along the South line of Highway 6 a distance of 12b0.37 feet; thence on sa aagls to the sight of 1'12'50" and alo~ag the South line of Highway 6 a distance of 250.GQ feet; thence oa afl angle to the sight of 1'14'39 " and along the South line of Highway 6 a distance of 540.92 feet to a poiat•oa the East line of Vail Village, Eighth Filing; thence arfl an angle to the right of 89.57'51" and along said East line extended a distance of 82.25 feet to a point on the South line of Interstate Highway 70; thence as as angle to the right of 89`25'3B" and along the South line of Interstate Highway ?0•a distance of 173.7.68 feet; thence oa an angle to the sight of C`34'22" and along the 6outh lire of Interstate Highway 70 a distance of 145.86 feet to a point on the Korth line of said Section 9; thence on as angle to'the right of 12.27'11"'and along the South line of tateratate Highway 70 and along the North line of said Section 9 a distance of 191.15 feet to the point of beginning; aoataiaing 3.329 acres. {the "Fro~erty" ) ~'~nd'~11 water rights appwrtenant thereto described as tollov+~: {As outline8 in red on the next gage.) r • .. ~ ~ .4 •` , ~ t '• t ~ 1 ~ ~ V ` 7 ~ ~~ ~ ~y ;~ I • 1 ~~ ~i ~ i ~ . . '~ . Y ~ .. ~~ . tip .` .~ 4 • ~3 ~t1 ~ ~ . 1 i t~ h e * . . 4 +~ • . r i • ~ ~ .: •': k ~~' ~ . ~. ~ ~ ~ ~ •• ~, ~ ~ ~• +~ ~_ .. "y M ~ , ~~ ~~ ~ ~ ~ ~ 1 1 -* • ~l EXHIBIT B TO SSE DEED OF TRUST DATED , 1983 B~xr~EEP TOWN OF VAIL, COLORADO {'GRAPTOR' OR "PARTY OF THE FIRST PART"). AND THE POHLIC TROSTEE OF EAGLE COONTY, STATE OF COLORADO FOR ?8E BENEFIT OF TSE POLIS RANCH {"BENEFICIARY" OR "PARTY OF TSE SECOND PART"~ In the event of a conflict or inconsistency between the printed terms of the Bradford-Robinson Form No. 341-~A "Deed of Trust" of which this Exhibit A is a part and the typewritten terms of this Exhibit A, the terms of this Exhibit A shall control. ARTICLE I LIMITATION OF GRANTOR'S LIABILITY Grantor shall have no liability under this Deed of Trust or the Note secured hereby or other instruments securing the Note for the payment of principal or interest or the 'performance of any of the other obligations and liabilities set forth therein, it being expressly understood that the execution of this Deed of Trust by Grantor is for the sole purpose of evidencing the continuing indebtedness created hereby subject to the annual appropriations by Grantor, and that in the event of a default hereunder, or under the Note ar other instruments securing the Note, the sole remedy of the Beneficiary shall be through an action against the Property. ARTICLE II PARTIAL RELEASES Section 2.1. Right to Partial Release. Grantor shall be entitled to partial releases of the lien created by this Deed of Trust (a "Partial Release") from the Beneficiary from time to time as set forth in this Article. Section 2.2. Request for Partial Release. Each request for a Partial Release shall be delivered to Beneficiary. Each request for a Partial Release shall specify the number of acres to be released and the manner in which the Release Price has been paid. Beneficiary, at its sole discretion, shall determine the location of the acreage to be released, provided, however, that each Partial Release shall contain flood plain acreage and developable acreage in the same proportion as the total acreage of the Property contains flood plain and developable land., The amount and location of flood plain and developable land comprising the Property shall be determined in accordance with the 7979 Federal study for the Gore Valley. Beneficiary shall obtain, at Grantor's expense, a survey made by a registered Colorado land surveyor with the legal description of the land and a certified calculation of acreage. Upon delivery to Beneficiary of a request for a Partial Release together with all required supporting documentation, Beneficiary shall, unless it reasonably believes that the Release Price has not in fact been paid in full:: i. within five days after receipt of the documents listed above, execute and deliver to the Public Trustee of Eagle County, Colorado ("public Trustee"} a Partial Release in the farm requested by Grantor; and ii. cause the Note and this Deed of Trust to be displayed to the Public Trustee, if necessary, in order to secure the execution and recording of the Partial Release by the Public Trustee. ~ ~ ~ Notwithstanding the foregoing, Beneficiary may also execute requests for Partial Releases and deliver them to the Public Trustee if Beneficiary so desires. Any Partial Release recorded hereunder shall contain a provision stating that the real property so released remains subject to Beneficiary's option to repurchase as stated in Section 3.1 and certain limitations on use and transfer as set forth in Articles IV and IX, Section 2.3. Display of Instruments. Beneficiary, for itself, its heirs, successors and assigns. hereby agrees that the Nate and Deed of Trust need not be displayed to the Public Trustee in order to secure recording of a Partial Release, and authorizes the Public Trustee to execute and record a Partial Release if . signed by Beneficiary. 5ection•2.4. Release Price. Grantor shall be entitled to a Partial Release of fifteen percent {15$) or more of the Property upon payment of the "Release Price" in the amount equal to fifteen percent (15$) or more of the Purchase Price paid by Grantor for the Property ($2,650,000.00). Section 2.5. Credit of Prepayment. Grantor shall be entitled to a credit against the Release Price for all payments of principal on the Nvte which have not previously been applied in order to obtain a Partial Release. The cash down payment of $450,000.00 previously paid by Purchaser for the Property shall be credited against the payment of the Release Price. No amount paid as interest on the Note shall be credited against the Release Price. Section 2.6. Expenses. All reasonable out-of-pocket expenses incurred by Beneficiary in preparing and recording Partial Releases shall be paid by Grantor, including but not limited to survey expenses, legal fees and recording costs. ARTICLE III OPTTON TO REPURCHA5E~ ZONING Section 3.7. Option to Repurchase. At any time within six mont'- after Beneficiary recovers tee title to the Property or any pc~ .~~n thereof as a result of foreclosure of this Deed of Trust, a d~~d in lieu thereof, or otherwise, Beneficiary shall have the right to repurchase from Grantor any portion or all of the Property previously released from the lien of this Deed of Trust pursuant to Article II upon the payment to Grantor of a sum per acre equal tv $2,b50,000.00 divided by the total number of acres of the Property for each acre to be repurchased. This option shall be exercised by written notice from Beneficiary to Grantor. The purchase price shall be paid in cash or certified funds within thirty days after the delivery of notice by Beneficiary to Grantor exercising this option to repurchase. Upon the payment of the purchase price, Grantor shall convey the Property or any portion thereof so repurchased to Beneficiary by general warranty deed free and clear of all liens and encumbrances except for easements, covenants, restrictions, reservations and rights-of-way of record as of the date of this Deed of Trust. Grantor shall also cause to be provided to Beneficiary (and shall pay the premium thereon), a title insurance commitment and policy insuring fee simple title in Beneficiary subject only to the exceptions permitted as set forth above. This transfer shall either be exempt from the Vail Real Estate Transfer Tax or shall be paid by the Grantor. Grantor shall pay all costs and expenses related to the transfer of the Property pursuant to this section, and taxes, insurance, utilities. and all other such items shall be equitably prorated between the parties at the time of the payment of the purchase price. Section 3.2. Zoning and Subdivision. In the event that Beneficiary recovers fee simple title to the Property or any portion thereof by foreclosure, the exercise of the option to • ~~ -* • ~1 repurchase as set forth in Section 3.1 above, or otherwise, and subsequent to the termination or expiration of any lease encumbering the Property, Grantor hereby expresses its intent to consider in good faith the rezoning, subdivision and development of such portion of the Property so owned by Beneficiary for the same use and proportionate density consistent with Vail Valley Third Filing, according to the recorded plat thereof, Town of Vail, County of Eagle, State of Colorado. ARTICLE IV LIMITATION ON USE During the term of this Deed of Trust, Grantor shall at all times use the Property and all portions thereof including any portion of the Property which has been released from this Deed of Trust for a public golf course ox open space or park for the benefit of the public and only such other related support facilities required for those purposes. ARTICLE V COMPLIANCE WITH LAW During the term of this Deed of Trust, Grantor shall comply with all requirements of law with respect to the Property and the use thereof, including, but not limited to, municipal ordinances. building and zoning regulations and restrictions and covenants of record. ARTICLE VI MECHANICS' OR OTHER LIENS Grantor shall not permit yr suffer any mechanic's, laborer's, materialman's, statutory or other lien (other than any lien for taxes not yet due) to be created upon the Property unless the same are bonded or insured against by a title insurance company satisfactory to Beneficiary. ARTICLE VII UTILITY CHARGES Grantor shall pay when due all utility charges, including gas, electricity, water or sewer services furnished to the Property and all other assessments or charges of a similar nature. ARTICLE VIII INSPECTIONS Beneficiary cr its agents, may enter at any reasonable time upon the Property for the purpose of inspecting the same and for the purpose of performing any act it is authorized to perform under the terms of this Deed of Trust or the Note it secures. ARTICLE IX TRANSFER OF PROPERTX During the term of this Deed of Trust, Grantor shall not sell, convey, transfer, further encumber, grant easements over, on or across or otherwise dispose of the Property or any portion thereof or any interest therein, whether Legal or equitable, and _~_ ~ ~ ~ whether voluntary or involuntary, including any portion of the Property which has been released from the lien of this Deed of Trust without the prior written consent of Beneficiary. ARTICLE X PRESERVATIQN OF PROPERTY If Grantor fails to make any payment or do any act required by this Deed of Trust or the Note or by any prior encumbrance, lien, reservation, restriction, condition, or covenant affecting the Property, then Beneficiary may, without obligation or notice, make nny payment or do any act to the extent necessary to protect the Property. In so doing, Grantor shall not be released from any obligation created under this Deed of Trust. Any payments made by Beneficiary and the costs and expenses, including attorneys' fees, incurred by Bene€iciary by doing any act as provided in this Article shall become additional principal under the Nvte, secured by this Deed of Trust, and shall bear interest at the rate of the greater of 18$ or four (A) percentage points above the Prime Rate, and shall be immediately due and payable from Grantor to Beneficiary, ARTICLE XI CONDEMNATION The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, whether temporarily or permanently or for conveyance in lieu of condemnation, are hereby assigned to and shall be paid to Beneficiary. The praceeds shall be applied to the principal sums secured by this Deed of Trust, with the excess, if any, paid to Granter. ARTICLE XII LEASE This Deed of Trust is subject to that certain existing lease of the Property (the "Lease"} between Beneficiary and the Vail Metropolitan Recreation District {the "District"}, The parties acknowledge that in the event of the dissolutian of the District, the leasehold estate of the District and the fee interest of the Grantor in the Froperty may merge by operation of law. In the event of the dissolution of the District and the default of Grantor hereunder, and the recavery of fee simple title to the Property by Beneficiary as a result of foreclosure.or a deed in lieu of foreclosure, then Grantor may elect to reinstate the Lease fn accordance with its terms, as if the Lease had never been removed from the Property, with Grantor as lessee and Beneficiary a-s the lessor. Rent due under the lease shall begin to accrue as of the date of Grantor's default hereunder. This election shall be exercised by delivery of written notice from Grantor to Eeneficiary within ten (10} days of the recording of the deed transferring all or any part of the Property to Beneficiary. ARTICLE XIII EVENTS OF DEFAULT An Event of Default shall be any one or more of the following events: A. Failure to pay {i} any installment of interest or principal which shall become due and payable under the Note; or (ii} the outstanding principal balance on the Note, together with ~d_ ./ ~ interest accrued thereon, at maturity; or (iii) any other sum to be paid by Grantor hereunder; B. Failure by Grantor to duly keep, perform, and observe any covenant, condition, or agreement in the Note or this Deed of Trust; C. Breach of any warranty or untruth of any representation of Grantor contained in the Note or this Deed of Trust; D. The assertion (except by the owner of an encumbrance expressly excepted from Grantor's warranty of title herein) of any claim of priority over this Deed of Trust, by title, lien, or otherwise, unless Grantor within 30 days after such assertion either causes the assertion to be withdrawn or provides Beneficiary with such security as Beneficiary may require to protect Beneficiary against all loss, damage-, or expense, including attorneys' fees, which Beneficiary may incur in defending the priority of this Deed of Trust or in the event such assertion is upheld; E. The occurrence of any other event designated as an event of default under any other provision of this Deed of Trust. ARTICLE XIV REMEDIES Section 14.1. Acceleration of Maturity. If an Event of Default shall have occurred, Beneficiary may declare the outstanding principal amount of the Note and the interest accrued thereon and all other sums secured hereby, to be due and payable immediately, and upon such declaration such principal and interest and other sums shall immediately become due and payable without demand or notice. Section 14.2. Beneficiary's Power of Enforcement. If an Eve;: t_ •= Default shall have occurred, Beneficiary may, either with or w•y -... _ _, ~ entry or taking possession, and without regard to whether or not the indebtedness and other sums secured hereby shall be due and without ,prejudice to the right of Beneficiary thereafter to bring an action or proceeding to foreclose or any other action for any default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding: (i) to foreclose this Deed of Trust and sell the Property under the statutes of the State of Colorado or pursuant to the judgment or decree of a court or courts of competent jurisdiction; and (ii) to pursue any other remedy available to it. ARTICLE XV NOTICE All notices provided hereunder shall be in writing and shall be deemed giv~~:n when personally delivered, or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the applicable party as follows, or at such other address as shall be designated by such party by written notice to the other party: If to Grantor, addressed to: Town Manager Town of Vail Municipal Building Vail, Colorado 61557 N .~ 5_ ~ ! t~ If to Beneficiary, addressed to: The Pubs Ranch c/o day B. Pulis, dr. 3841 South Magnolia Way Denver, Colorado 80237 With copy to: Brian Pendleton, Esq. Pendleton & Sabian, P.G. Suite 1708 Lincoln Center 1660 Lincoln Street Denver, Colorado 80264 ARTICLE XVI GENERAL Section 16.1. Future Consent. The granting of consent by Beneficiary to any transaction as required by the terms hereunder shall not be deemed a waiver of the right to require consent to future or successive transactions. Section 16.2. Waiver. No waiver of any event of default hereunder shall extend to or affect any subsequent or any other event of default then existing or impair any rights, powers or remedies consequent thereon. Section 16.3. Severability. In the event any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Deed of Trust, but this Deed of Trust shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Section 16.4. Successors and Assigns. This Deed of Trust shall be binding upon the heirs, successors and assigns of the respective parties hereto. Section 16.5. Governing Law. This Deed of Trust sha11 be construed, enforced and governed in accordance with the laws of the State of Colorado. Section 16.6. Gender. As used herein, the singular shall include the plural, the plural includes the singular, wards of one gender shall include another gender. Section 15.7. Amendment. This Deed of Trust sha11 be amended only by an instrument in writing signed by the party against whom enforcement is sought. However, in the event any provision hereunder conflicts with the applicable laws, such provision shall be deemed to conform thereto. ATTEST: GRANTOR: TOWN OF VAIL, COLORADD, a Colorado municipal corporation Town Clerk By: Town Manager By: Mayor r ~, ., ~ ~ BENEFICIARY: TflE PULIS RANCH, a Colorado limited partnership By: Jay S. Pulis, Jr., a general partner By: Warren Kamer Pulis, a general partner ', E}~IIBIT~O P~,TRCHASE AGREEMENT BETWEEN r : 'SAIL, CaLORADD ("PURCHA5ER"} DATED - Rscorded rt o'clock ReceDUon hie, . ~"~ Tt~ ULI RAN "SELLER" AND TD~7n JF P S CH 1483 'vl.. Recorder. THi5 DI~.ED, Made this day of , 19 83 ~; between THE PULIS RANCH, a Colorado limited partnership ;, ~ of the °, County of Eagle and Slate aiColorado, of the first part, end !~ TOWN QF VAIL, COLORADO, a Colorado municipal corporatio whose legal rddreas is c/o Town Manager, Municipal. $uilding, !; Vail, Colorado 81657 ~; afthe County of Eagle and St ate of Cnlarado, ~f the second part: ~j WITtiESSETH, That the acid part3t of the first part, for end in consideration of Ten Dollars { $10.00) i aYtd other good and valuable considaratian DQLi.~RS 1 to the said party of the first part in hand paid by said party of the second part, the receipt w•ttereof is I hereby canfea~ed end acknowledged, has granted, bargained, so]d and conveyed, and by these presents do eS ` ~rrnt, bargain, aet1,' convey and confirm, unto the said party trt the second part, itShlcc.~~si~ a~r~ns for- I ever, tEl the following described lot or parcel of land, situate, lying and being in the j County of Eagle and State of Colorado, to w it: ~~ See Exhibit A attached hereto and incorporated herein by reference (the "Property"} to be used in perpetuity for a public golf course or open space or park for the benefit of the public and only such other related support facilities required :; for those purposes. This covenant shall run with the land and sl-taiz be binding j, upon and shall. inure to the benefit of Grantee and Grantor, their successors '• and assigns; provided, however, that in the event that Grantor, its successors or assigns, shall regain fee simple title to aI1 or any part of the iroperty described herein, then such covenant shall terminate as to such part or all of ~' the Property. also known as street and number TUGETHEft with ail and singular the heredttaments and appurtenances thereto belonftinQ. or in an~•wise apper- tainin{t. and the reversion and re+•ersians, remainder and remainders. rents, issues and profits thereof. and ail the estate, rtttht, title, interest. claim and demand whatsoever of the said party of the first part, either m lain or equit~•, of, to and to the above bargained premo=es, with the heredttaments and appurtenances. TU HAVE Atip TO HULi? the said rrem7sks al,o.~e bargained and described witlt Lhe appurtenances, vntu the successors said party of the second part, itS -ne+re end assigns forever. And the said party of the first p++rt. 5t1CCe55P~ an a Sl nS ~ for it self , ~t51-e+~r*.-rxc`re, F, asf, do e5 covenant, Qrant. bargain, and a ree to and succe sor~ Kith the said party of the second part, its },E.,*F an~ asst ns, that at the time of the ensealing and deli+e•rc ', ofthese presents, it ig well seized oCthe premises abo.•e ronre~~ed, as ofRuud, sure, perfect, absolute and indefeasible estate of inheritance, in lau•, in fee simple, and ha 5 Rood right, full power and at:t hnrtt) Ln grant. bargain, sel3 and can~•e}• the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants. bargains, sales. liens, taxes, assessments and encumbrances of whate~~er kind of naturesoe.~er, t:xz;ept easements, covenants, restrictions, reservations, rights-of-way of record and the existing lease between Grantor and the Vail Metropolitan i' Recreation District and the above 6arfrained premises in the quiet and peaceable possession ofthe said party of the second hart. suGGesso s its h~e+r~ and assigns aKainst all and e+•erc person or persons law•full~~ rlaiminR.or toclaim the whole or an~• hart thereof,thesatd party of the first part shall and will 4t'.ARRa\T AtiI3 FARE\')=R D£F E\I}. I\ V1'ITtESS Vi'HEREOF, the said par~i o[the first part hag hereunto set itS hand ;; and seal the da~• and },ear first abo+•e written. ~E pULiS RATGCH, a Colorado limited !~ partnership By : _ tREA 1.t _~ way ts. runs, ~r., a general partner i~ R3~• _ iSEA ~ Wd11t'il ~dtuer rt.11AS, a gener~a~. par~ner ^~ tSE.~L~ 5Tt.7!~ OF COLORADO. ss. Count~'of .' The fore{toinR instrument a'es acknou•ledRed before me this da~~ of fs $3 ,b~~ 3ay B. Pulls, Jr. and Warren Kamer Pulls, general partners of 11} commiss~ojEa'xpires . Z4 . 1['itness m~ hand and ofitctal seal Nocar} PuL,~r Address: * The Pulls Ranch, a Colorado limited partnership ?1~a.~2~f'AAft:LN7'T'bF~D,-7nrr'F~afeer~.aat~i~.~.rc- ~.,e,n.na~~+.i..a~...:. su ... •.. •_~. .-• ~^••. --- •...•.• ..~ F ~~,~-- - ~. ~ Recorded at -.-.-- -- -u'clock__--__ ~ _ _ . ,'i„A. 1' 'I'iI151)i':Ei), ~1ade this ii.Ch day of January . 19 84 . ~~ 1 d h' J ~7n.~~~' rloox .~ ~7 ~~ PAGE ~ Q.5 , Jflr''~ +: ~ ~ ~t_I?S ,~Qi y,,l between THE 1'ULT.S RAIV(,}I, a Colorado lrmrte partners ip ;~' `~ 11 ~ ~-'•' `~,, of the .~Pi~i (~ V ~~ ~f~'~ Li~ County of l;ag;lc and State of Colorado, of the first part, and ! TOW1~3 OI' VAII., COLORADO, a Colorado municipal carporati n 'I whose legal address is C~o TOWn 1`lanaj~,er, Municipal Building, Dar1t@: `• Vail, Colorado 81657 ~; ~0~ g, `! of the County of l;agle and State of !~ ' c^.~?1.E' Ei0i1Tl'f.Y Colur:ulo,r,fC}x•sceondpart: S'~.ti~.,[,CL'`.~Ci• ~C~ .I 1i'11'tiF.titiE'1'}i,'}'hat the said party of the first part, for and in consideration of Ten Dollars t ~lU. UUJ II and other goncl :tnd valuably consideration 'Bf1#,-E-~ to the said party of the first part in hand paid by said party of the second part, the receipt whereof is hereby confesst.~d and acknowledged, ha S Kranted, bargained, sold and conveyed, and by these tresents do s~ucces~ors grant, hctr};uitx, sell, convey and confirm, onto the said party of the second part, its-heirran assigns for- ever, all the following described lot or parcel of land, situate, lying and being in the ' (;onnty of r:agl['. and State of Colorado, to wit: See Exhibit A attached hereto and incorporated Yterein by reference (the "Property") to be used in perpetuity for a public go1.f course or open space or park for the bencf:it of the public and only such other related support facilii=ies required for those purposes. This covenant shall run with the land and shall ij be binding; upon and inure to the benefit of Grantee and Grantor, their suc.cessor~ at3d assigns; provided, however, that in the event that Grantor, its successors ~~ ar assigns, shall regain fee simple title to all or any part of the Property described herein, Chen such covenant shall germinate as to such part or all o£ the Property. also known us street :tnd number 1'OGF'.'I'IEF,ti with all and singular the hereditaments and appurtenances thereto belonging, or in anywise apper- taining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand wixatsoever of the said party of the first part, either in law or I equity, of, in an<I t.u the above bargained premises, wit}t the hereditaments and appurtenances. j ~ •f'() fCr11'1~: ,~~lt) T(1 IiOLi) the said premises above bargained and described with the appurtenances, unto the i'~. st}ccesso.rs sal+i part y of the secorui part, its rc*rrw any assigns forever. rind the said party of the first part, jl for it sel f , ~ ~~~'+i~;~l~'?~c~~t~S~~,~•+i~~~ia~~:~~~~r~, does covenant, grant, bargain, artd agree to and I guccesg ors with the said hart y of Lhe second part, 1.tS I+c~+t~, anri 'tss~gns, that at the time of the ensealing and delivery ,i of these presents, i.t 1 S well seire<i of the premises above conveyed, as of good, sure, perfect, absolute and in+lefeasilrle estate of inheritance, in law, in fee simple, and ha S goo+l right, full power and authority i to grant, b:tr'g:tin, sell and cot,vey the same in manner and form as aforesaid, and that the same are free and clear ~ from all farmer :sod other grants, bargains, sales, liens, taxes, assessments and encumbrances of whatever kind of 1 nature sower, except see Exhibit B attached hereto and incorporated herein by ref erence. ~ I and the above bargained premises in the quiet and peaceable possession of the said party of the secvnd part, ~' heirs and assigns ag:xinst all and every person or persons lawfully claiming or to claim the whole or any part thereof, the said party of the first part shall and will R'ARRANT A:~I) I~'C)REVER I~):FE~fL7. ~ I1J 4~'ITNfSS 44'iIERE:OI•', the said party of the first part has hereunto set its hand j and seal the day and year first above written. THE PULIS RANCH, a Colorado limited partnership ~I tsEAl.r i~ y • /.".1t _. ......__...__------__-- . Warren ~amer~ulnisl ~ " T ~ s•1•ATF,()l~~rc}[,oR,~,lx), ~~ L~et~es~tk.. } a.afh~-- Ss. j i The furcgnrn}; instrument was acknotivicdged 6+~forc n,e this , da}' of ~ ,~ :.<_.«.-~ }.~ 8b' :; .,t,y ,ray B. Pulls, Jr. , a general partner of The Pulls Ranch, a Coloxado~ ~, •- i' ~ ~~ ~ , ly . ~i'itness n,}- ltanti an+I official seal. '~ `,~' ,1 '!11j•.c;illrrrZl'[ssiuu rxpires ;7 - ~~- ` \ I ~ ~~• ~ ~• i ~ •,g _ / ~i0ta7y Public -~,-~~-•c- ~~Address: , ') `" ",'••. ,•• ~ 303 EAST 4~-,r~NTIrEN:*I-4 h~luidU~ , ~~ '*'.~l:imitecl ~rartnership DriVVI:R, Ct3LQi'.~t~ EQ?U3 --r...... _ . . AGKNOWLI;DC~IENT CONT1NiIL;D ON NEX•'.L rtili~. ~~ _ _.. . ,, - - - - • ~ No. 932 WARHAN'CY DEEI}.-For P6oto~rr~yh4r Record- Rrud(urd P~~i>hching, SR?5 W, hth Avt..l.akewoad, t'O MIS?iJ-1?o?I .11-h91N1 ~ M) . ., .R ., ,, ,~ ILr4 ~~ ~ J ~~n7 ~1 ~~ ~aglo Coun~y jj~ ~..~..~....-.-,:.. ~,..-.....,w ~A~ QUIT CLAIM DEED C f ~ " ~. aaox ~~ J P,4QE ~? rrii~~r' ~ ~ _'v'.ilfUGf1 Jr,t~ ~ ~ 8 56 ~~~ ~$~ This Quit Claim 1984 between The Pulis of the County of Eagle, Town of Vail, Colorado, whose legal address is Vail, Colorado 81657, c ("Grantee"). Deed is made this //~ day of January, Ranch, a Colorado limited partnership State of Colorado {"Grantor") and a Colorado municipal corporation c/o Town Manager, :Municipal Building, f the County of Eagle, State of Colorado Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to the Grantor in hand paid by Grantee, the receipt and sufficiency thereof which is hereby acknowledged, hereby quit claims on t0 Grantee, its SuCCeSSOX'S and assigns forever, all of the right, title, interest, claim and demand which Grantor has, if any, in and to the following described water rights, lying and being in the County of Eagle, State of Colorado to wit: An 18.256/137.55 (approximately 13.270 interest in all ditches, ditch and water rights and water appurtenant to the North one-half of the North one-half of Section 9, Township 5 South, Range 80 West of the Sixth Principal Meridian, County of Eagle, State of Colorado, including a like 18.256/137.55 (approximately 13.270 interest in the Shively Ditch from Gore Creek, and 1.25 x 1.8.256/137.55 cubic feet of water per second of time (approximately .16590 c.f.s.) decreed to said ditch by the District Court in and for the County of Eagle and State of Colorado, by which said Shively Ditch was adjudicated and given Ditch No. 77 with Priority No. 125 for 1.25 cubic feet of water per second of tame, and, 33.655/137.55 (approximately 24.470 interest in all ditches, ditch and water rights and water appurtenant to the North one-half of the North one-half of Section 9, Township 5 South, Range 80 West of the Sixth Principal Meridian, County of Eagle, State of Colorado, including up to a like 33.655/137.55 (approximately 24.470 interest in the Shively Ditch from Gore Creek and up to 1.25 x 33.655/137.55 cubic feet of water per second of time (approximately .30584 c.f.s.) decreed to said Ditch by the District Court in and for the County of Eagle and State of Colorado, by which sand Shively Ditch was adjudicated and given Ditch No. 77 with priority No. 125 for 1.25 cubic feet of water per second of time. Q TN WYTNESS WHEREOF, Grantor has hereunto set its hand the day and year first above written. TF~E PULLS RANCH, a Colorado limited partnership ~a,,YY B! Pulis, Jr. ~ gener~ V ~~rtner ~~,} ,-~ By ~.,~ ~ ~t !, -~". ,~ ~i~,-, .~-v1[:,_ #.~<< Y ~. ; CZC ~c~tE42t~( ~"c'r~n Warren Kamer Puiis, a general partner :ORM NO. G. G~olorado R9gii m 342 AIrA Ownors F -Form 8 - 1970 Amended 10.17-74 POLICY OF TITLE INSURANCE ISSUED BY i~ TRANSAIVIER(CA TITLE INSURANCE COMPANY SUBJECT TO THE SCHEDU~.E OF EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS CON- TAINI~D IN SCHEDULE f3 AND THE PROVISIONS OF THE CONDITIONS AND STIPULATIONS HER1=0F, TRANSAMERICA TITLE INSURANCE COMPANY, a California corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the amount of insurance stated in Schedule A, and costs, attorneys' tees and expenses which the Company may become obligated to pay hereunder, sustained or incurred by the insured by reason of: ~. Title to the estate or interest described in Schedule A being jested otherwise than as stated therein; 2. Any defect in or lien or encumbrance on such title; ~. Lack of a right of access to and from the land; ar ~. Unmarketability of such #i#le. IN WITNESS WHEREOI ; Transarr-erica Title lnsurance Company has caused this policy to be signed and sealed by its duly authorized officers as of Date of Policy sl~-own in Schedule A. Transamerica Title lnsurance C©mpany Preeidsnt 5eereta SCHEDULE OF EXCL~,,,~{~NS FROM COVERAGE ' The fallowing matters are expressly excluded from the coverage of this policy: 1. Any law, ordinance or governmental regulation {including but not limited to building and zoning ordinances) re- stricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected an the land, or prohibiting a separation in ownership or a reduction in the dimensions or area of the land, or the effect of any violation of any such law, ordi- nance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy, 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (c) resulting in no Ioss or damage to the insured claimant; (d) attaching or created subse- quent to Date of Policy; or (e} resulting in loss or damage which would not have been sustained if the insured claim- ant had paid value for the estate or interest insured by this policy. CONDITIONS AND STIPULATIONS 1. DEFINITION OF 7ERM5 The following terms when used in this policy mean: (a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company may have against the named insured, those who succeed to the interest of such insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, persona! representatives, next of kin,- or corporate or fiduciary successors. (h) "insured claimant": an insured claiming loss or dam- age hereunder. (c) "knowledge": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of any public records. (d) "land"; the [and described, specifically or by reference in Schedule A, and improvements affixed thereto which by law constitute real property; provided, however, the term "land" does not include any property beyond the Eines of the area specifically described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage"; mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": those records which by law impart constructive notice of matters relating to said land, 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of this policy shall continue in force as of bate of Policy in favor of an insured so long as such insured retains an estate or interest in the land, or holds an indebted- ness secured by a purchase money mortgage given by a pur- chaser from such tnsured, ar so fang as such insured shat[ have liability by reason of covenants of warranty made by such insured in env transfer or conveyance of such estate or interest; provided, however, this policy shall not continua in force in favor of any purchaser from such insured of either said estate or interest or the indebtedness secured by a pur- chase money mortgage given to such insured, 3. DEFENSE AND PitOSECUTION OF ACTIONS -NOTICE OF CLAEM TO BE GIVEN BY AN INSURED CLAIMANT (a) The Company, at its own cost and without undue delay, shall provide for the defense of an insured 9n all litiga- tion consisting of actions or proceedings commenced against such insured, or a defense interposed against an insured in an action to enforce a contract for a sale of the estate or interest in said land, to the extent that such IitiGatian is founded upon an alleged defect, lien, encumbrance, or other matter insured against by this policy. (b} The insured shall notify the Company promptly in writing (i) in case any aciion or proceeding is begun or de- fense is interposed as set forth in (a) above, (ii) in case knowl- edge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause lass or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as. un- marketable. If such prompt notice shall not 6e given to the Company, then as to such insured all liability of the Company shall cease and terminate in regard to the matter or matters . for which such prompt notice is required; provided, however, that failure to notify shall in no case prejudice the rights of any such insured under this policy unless the Company shall be preiudiced by such failure and then only to the extent of such prejudice. (c) The Company shall have the right at its own cost to institute and without undue delay prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest as insured, and the Company may take any appro- priate action under the terms of this policy, whether or not it shall be liable thereunder, and shat] not thereby concede liability or waive any provision of this policy. (d) Whenever the Company shall have brought any action or interposed a defense as required or permitted by the pro- visions of this policy. the Company may pursue any such litigation to final determination by a court of competent juris- diction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (e} in all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured hereunder shall secure to the Company the right to sa prosecute or provide defense in such action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such insured for such purpose. Whenever requested by the Company, such insured shall give the Company all reasonable aid in any such action or proceeding, in effecting settlement, securing evidence, obtaining witnesses, or prosecuting or defending such action or proceeding, and the Company shall reimburse such insured for any expense so incurred. 4. NOTICE OF LOSS -LIMITATION OF ACTION In addition to Ehe notices required under paragraph 3(b) of these Conditions and Stipulations, a statement in writing of any loss or damage for tvhich it is claimed the Company is liable under this policy shall be furnished to the Company within 90 da,vs after such loss or damage shall have been de- termined and na rif;ht of action shall accrue to an insured claimant until 30 days after such statement shall have been furnished. E:ailure to furnish such statement of loss or damage shall terminate any liability of the Company under this policy as to such loss or damage. Continued an Front of Back Cover ~~ FORi~. G-~pOQ-! F'OA U86 WITH COLORADO REGION AMERICAN LARD Y~7LE AsBOCiATION pWNER'S AO1.1CY-FORM ~- 1870 (AMEy+[DED 10.17-70y SCHEDULE A AiriotuYt c}f .£iybctratice ~ 2, 550, 000.00 Policy No. 4106774 Date o£ Pokey ,7~nz~ary 19, 2984 Sheet 1 of 5 at 8:57 A.M. 1. 1'r]Ame of Izisurcd: 7CyWN OF VAXL, COLORADO, a Ca~.orado municipal LUy~ration 2. The estate or interest in tl~e Iaud described herein And which is covered by this policy is: IN FEE STMk'LE 3. Tlu: c:stutc o-' iutcrest re;fcrrcd to lrzrciu is at llat~ of ~'alicy vested in: TOG~7N OF VATL, COTARADO, a Colorado municipal corporation , ~oaM ~c.soaa.z FOA UYlE WITH COLORADO REGION AMERICAN LAND TITLE A680CIA71gN LgAN PgLIGY I87Q (AMENDED 10.17-70) FOR UBE WITH CCLgRADq Rl:GIQN AMERICAN LANG TITLE A560CIATIO;~ OWNER'S POLICY-FgRM R-1870 (AMENpRp f0-17-70) SCHEDULE A-Continued The land referred to in this policy is situated iu tlia Stata of Colorado, County of Eagle , and is described as tallowa: Tracts A and B, VAIL Vr'r•r•~, EIGHTH FILING, according to the recorded plat thereof 5.1D~.~~rt~R WITH A parcel of land located in the N1/2 of Section 9, Township 5 South, Range BO West of the Sixt"t Principal l~Zeri~~ ~*~ being rmre particularly described as follows: Beginning at a point on the south right of way Tine of S.H. No. 78 (Oct. 1965), fmm Which the NW Corner of Secs-;ten 9, Township 5 South, Range 80 West bears N. 25° 32'15"W. a distance of 94.5 feet; thence along the south right of way line of S.H. No. 78 (Oct. 1965}, S. 56 50'49" F. a distance of 63.9 feet; thence continuing along said right of way line N. 78°09'11'" E. a distance of 2,354.4 feet; thence oontinuing along said right of way Line along the arc of a curcre to the Left, having a radius of 5,930.2 feet a distance of 250.1 feet (the chord of this arc bears N. 76 S6'~1" E. a distance ~f 2Sf}.l.ft':); thence continuing along said right of way line N. 75 44'11" E a distance of 1,207.8 ~eet to the north line of Section 9; thence along the north line of Section 9, N. 89 19'22" W. a distance of 193,8 feet; thence S. 78009'11" W. a dis~ance of 122.6 feet; thence S, 77 34'49" W. a distance of 2,700.2 feet; thence S. 76 04'59" W. a distance of 747.4 feet; thence along the arc of a curve to the right, having a radius of 5,923.0 feet a distance of 1.07.6 feet (the chord of this arc bears S. 78°40'25" W. a distance of 107.6 feet), more or less, to the point of beginning. TQta~ 1't~R WITH A part of the ~i~ZN~, Section 9, Township 5 South, Range 80 West of the Sixth Principal. Meridian, Town of Vail, Colorado, described as follows: Beginning at the northeast corner of said Section 9, thence along the east line of said Section 9 S00°02'30"E 318.38 feet to the northerly buunclury of VaI.:E Valley, Third i~il:Lng, a subdivision recorded in the office of the Eagle County, Colorado, Clerk and Recorder; thence the following nine courses along said northerly boundary: (1)195.12 feet along the arc of a curve to khe left having a radius of 20$.84 feet, a central angle of 53°31'52", and a chard which bears I~78°16'35"W 188.10 feet; (2} S74°57'30"W 299.19 feet; (3) 132.47 feet along the arc of a curve to the left having a radius of 191.50 feet, a central angle of 39°38'06°, and a chard which bears S55°08'27"W 129.85 feet; {4} S35°19'24"W 53.28 feet; (5) 91.32 feet along the arc of a Curve Co the right having a radius of 290.69 feet, a central angle of 18° 00'x0", and a chord which bears S44°19'24"W 90.95 feet; {6} S 53°19'24" W 197.05 feet; (7) 114.13 feet along the arc of a curve to the left having a radius of 165.00 feet, a cern~- tral angle of 39°37'55", and a chord which bears S33°30'26"W 111.87 feet; (8) S13°41'29"W 95.24 feet; {g)138,45 feet along the arc of a curve to the right having a radius of 108.87 feet, a central angle of 72°51'47", and a chord which bears S50°07'23"W 129.31 feet to the northwest corner of l,ot 2, Vail Valley, Third Filing; thence along the northerly line of a parcel described in Book 325 at Page 460 in Y'arm No. d-14f,f • ~ SCHIJDULE A--Continued the Clerk's Ito cards 68.98 feet along the arc of a curve to the tight having a radius of 108487 feet, a central angle of 36°1$'02", and a chord which boars N75°17'43"W 67.83 feet to the most easterly corner of Lot 3, Sunburst Filing No. 3, a subdivision recorded in the Cleric's Records; thence the following eight courses along the easterly and northerly boundary of said Sunburst Filing No. 3: {1) $0.00 feet along the arc of a curve to the right having a radius of 108.87 feet, a cen- tral angle of 42°06'13", and a chord which bears Nab°05'3b"W 78.21 feet; (2) NI5°02'30"W 115.00 feet; (3) 239,38 feet along the arc of a curve to the left hawing a radius of 189.10 feet, a central angle of 72°3].'52", and a chord which bears N51°18'24"W 223.72 feet; (4) 119.31 feet along the arc of a curve to the left having a radius of 135.00 feet, a central angle of 50°38'17", and a chord which bears N72°59'22"W 115.47 feet; (5) S81°41'30"W 877.73 feet; (6) 202,47 feet along the arc of a curve to the left having a radius of 444.71 feet, a central angle of 26°05'11", and a chard which bears S6$°38'54"4d 200.73 feet; (7) 555°3b'19"W 37.99 feet; (8) SI2°S7'43"W 50.01 feet to a point on the northerly boundary of Vail Valley, First Filing, a subdivision rocorded in the Clerk`s 13ecords; thence the following three courses along said northerly boundary: (1) S63°06'08"W 93.37 feet; (2} 871° 15'58"W 102.04 feet; (3) 888°36'16"W 185.01 feet to the most easterly corner of Z'ract A, Vail Village, Eighth Filing, a subdivision recorded in the Clerk's Records; thence the following five courses along the easterly line of said Vail Village, Eighth Filing: (I) 93.0$ feet along the arc of a curve to tine right having a radius of 125,00 feet, a neu- tral angle of 42°40'00" and a chord which bears NI5°03'41"W 90.95 feet; (2} 117.72 rw~c along the arc of a curve to the left having a radius of 190.00 feet, a central angle of 35°30'00", and a chord which hears N11°28'41"W 115.$5 feet; {3) N29°13'41"W 138.00 feat; (4} 74.32 feet along the arc of a curve to the right having a radius of 245.00 feet, a central angle of 17°22'52", and a chord which bears NZO°32'15"W 74.04 feet; (5) N11°50'49" W 54.42 feet to the southerly right-of-way amine of iI.S, Highway No. b; thence the fallowing three courses along s:z:Id righl:~-a.E;-way line: (1} N78°11'20"E 540.92 feet; (2) [J7G°56'41"E 250.00 feet; {3} N75°43'51"E 1.260.37 feet to the north line of said Section 9, thence along said north line S89°23'38"1~ 1061.65 feet to the point of beginning. NOTE: The above description was prepared using recorded deeds and plats; it i.4 not based on a field survey of the described parcel. ~...,.. U.. n_ ao a .~ _ _ ~~ FOR USE WI7Fi COLORAi]Q R>'cG10N AMEF21CAAi LAIVO T!T[.l A650CIA710N OWFI~R'S POLICY^MORM $-'1970 SCHLDi3L~ B This Policy does not insure against Ions or damage by reason of the following: 1. Rights or claims of parties in posseesion not shown by the public records. 2. ~asementa, or claims of easements, not shown by the public retards. (AM~NpEd 10-T7-70i 3. Discrepa»cies, conflicts in boundary lines, shortage i» area, eneraachments, and any fasts which a cor rect Survey and inspection of the premises would disclose and which era not shown by the public retards. 4. Any Tien, or right to a Iie», far services, labor, or material heretofore or hereafter furnished, imposed by ]aw and not shown by the public records. S. Taxes due and payable; and any tax, special assessments, charge ar lien imposed for water or sewer service, ar fnr any other special taxing district. 6. i~servat~.ans o~ (~.) ri.c~ht o~ propriQtar o~ any ~netrating vc~.n or .ode to exlyract h~.s oro ~ and i ~ 7 r~.ght a~ way fox any d~.tchas or canals aantruatod by the authority a~ tho Un~.tsd States in U.S. Patenis recorded June 29~ 1~g3 ~.n 13oo]t 48 at Pago ~9as and recardQd August ~~~ ~.9a6 ~.n Dca]c X57 at Page 3Q~, 7, Arty rightxs in and to the Shiv©ly A~.tch and Gore Cree]c. 8. R~.ght o~ way easement granted to the Wc~starn 51opc~ Gas Corcpany in ~.nstr~nt racordc~d January ~.~~ x.965 ~.n 8oa]c 182 at Pago 39, sa~.d eas~nt be~.ng along tho nort]u3rly 2a feet o~ aub~eot Property. 9. Terms, conditions, prov~.s~.ons and st~.nula~-j ^~s can~-pa red in Ground F.saae and option to S~aso Rgream~nt between CarolainQ IC. Pula,s ~ Jay 13. Pu13.s r Jr. ~ Wax'ren Ka~ror Pulls, and Jay R. Pul~.s, Jr., Ty^ustoe, and Warren Kaman Pulls, Trustae~ T.ASSOxs~ and Vail i~tropolitan Recreation Aistrict, l,cassee, xecorded February 5, ],969 ~.n Aoa]c 21~ at Pago 613, and ~ndments recorded in ~3ao]c 21f3 at Page 952 and aoolr 239 at Pago 37 at the eagle County Rt~~C.~rdB. 1Q. berms, agxeements, pxnv~.sions, cand~.tians~ obligations and restric~laons~ which do not contain a ~or~oiiurca or rc~vQx~er olauso, but cun3.tt~.ng rastric~t~.nns, iP~r based upon rat©~ creed, color ar nat~.onal or~.gin~ as c~~r-tained in tho Declaration f:or Vail Villago, F.~.ghth ]'iliazg, retarded Ibcs~mber 17, 1965 in Soa]c 187 at Pago 523. ~.~.. liasem~nts as shown on tho recorded Plat o~ Vail V~.llago, >aighth F~.ling. 12. Terms, condit~.ons and pravis~.ons contained 3.ri ]aas~ll~+,t Agre~nt be~twBen Jay ]3. Puli.s ~ Jr, , Warron ~C~r Pul~.s, gxa~taxa, and Va~.l Water and San~.tai:ion Aiatrict, grants©r retarded T'ebruary 5~ 3.9G9 in aoalt 21~} at Pago 612. ~.3. Unde..~~ound l~.ght-o~waay ~asemant between ' 1~i13.a Ranch and Mountain States Talophone and Tolegraph C~any recorded May 2~4~ 1976 in Aoolc 2~6 at Pago 623. ~.~. ~xc~pl~..i.ng thera~ram any por~3on a~ suU~aa~ ~rapRrty 1y~.ng in anY road-- ways and rlghi:a ai: way al' rrsaoic]~ ~ . ~ ~~ ~_-_.. __.___.._ .... .-.~..... _._-,..,_.-w.--•""---_~~~_~. .~.-.,r ~....-«. ,~.~,_..~ .......... ...... .......~rrvc..a.r faY[a 7AMCf'iLGU 7Q-17701 _ -_ .~ FCi}~ U8>G WITH CDLORA00 H>=GION AMERICAN LkNO TITLE A854ClATiQN OWNER'S POLICY--F'dRM 9-1970 (AlA~NDEA 117-17.741 S C H E D U L E B-Continued 15. Deed of Trust from 'Ibwn of Vail, Co3orado, a Colorado muri~.cipal cox-paration to the Pub3ic Trustee of the County of Eag3e fr~r the case of : The k'ulis Ranch, a Co3orado limited partnership to Secure $2,200,QOb.00 • dated : January 13, 3984 recorded January 1.9, 3984 in Soak 376 at Page 987. • • Continued from Back of Front Cover 5. OPTIONS TO PAY OR OTHERWISE SETTLE tLAlMS The Company shall have the option to pay or otherwise settle for or in the name of an insured claimant any claim in- sured against ar to terminate all liability and obligations of the Company hereunder by paying or tendering payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred up to the time of such payment or tender of payment, by the insured claim- ant and authorized by the Company, 6. DETERMINATION AND PAYMENT OF LOSS (a) The liability of the Company under this policy shall in no case exceed the least of: (i) the actual loss of the insured claimant; or (ii} the amount of insurance in Schedule A. (b) The Company will pay, in addition to any toss insured against by this policy, all costs imposed upon an insured in liti- gation carried on by the Company for such insured, and all costs, attorneys` fees and expenses in litigation carried on by such insured with the written authorization of the Company. (c) When liability has been definitely fixed in accordance with the conditions of this policy, the loss pr damage shall be payable within 30 days thereafter. 7. LIMITATION OF LIABILITY ' No claim shalt arise or be maintained under this policy (a) if the Company, after having received notice of an alleged defect, lien or encumbrance insured against hereunder, by litigation or otherwise, removes such defect, lien or encum- brance or establishes the title, as insured, within a reasonable time after receipt of such notice; {b) in the event of litigation until there has been a final determination by a court of com- petent jurisdiction, and disposition of all appeals therefrom, adverse to the title. as insured, as provided in paragraph 3 hereof; or (c) for liability voluntarily assumed by an insured in settling any claim or suit without prior written consent of the Company. 11. REDUCTION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto, No payment shall be made without producing this policy for endorsement of such payment unless the policy be lost or destroyed, in which case proof of such lass or destruction shall 6e furnished to the satisfaction of the Company. 9. LIABILITY NONCUMULATIVE It is expressly understood that the amount of insurance under this policy shall 6P reduced by any amount the Com- pany may pay under policy insuring either (a) a mortgage shown or referred Co in Schedule S hereof which is a lien on the estate or interest covered by this policy, or (b) a mortgage hereafter executed by an insured which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy. The Company shalk have the option to apply to the pay- ment of any such mortgages any amount khat otherwise would be payable hereunder to the insured gwner of the estate or ` ! ~- :~ interest covered by this policy and the amount so paid shall be deemed a payment under this policy to said insured owner. 10. APPORTIONMENT If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is estab- lished affecting one or mare of said parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each such parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement herein or by an endorsement attached ~ hereto. 11. SUBROGATION UPON PAYMENT OR SETTLEMENT Whenever the Company shalt have settled a claim under this policy, all right of subrogation shalE vest in the Company unaffected by any act of the insured claimant. The Company shall he subrogated to and 6e entitled to a1C rights and reme- dies which such insured claimant would have had against any person or property in respect to such claim had this policy not been issued, and if requested by the Company, such insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect such right of subrogation and shall permit the Company to use the name of such insured claimant in any transaction or litigation involving such rights or remedies. If the payment does not cover the loss of such insured claimant, the Company shall be subrogated to such rights and remedies in the pro- portion which said payment bears to the amount of said loss. If loss should result from any act of such insured claimant, such act shalt not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against hereunder which shall exceed the amount, if any, lost to the Company by reason of the impairment of the right of subrogation. 12. LfA81LITY LIMITED TO TIi15 POLICY 'T'his instrument together with alE endorsements and other instruments, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or any action asserting such claim, shall be restricted to the provisions and conditions and stipulations of this policy. No amendment of or endorsement to this policy can be made except by writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 13. NOTICES, WHERE SEN7 All notices required to he given the Company and any statement in writing required to he furnished [he Company shall he addressed Io "1'ransamericu 'T'itle Insurance Company, P, O. 13ox tSll5, Denver, Colorado ;itl2(fl. ~ ~ N•_-W li _C V r C! N• fD ~, o m ~' ~ m m D ~ ~ U ~ (n N O w ., Z cn °1 7 N7 7 b ~ ~~ ~ .,~ "- w J~ N -~ ~ OZ r W a V ~ ~ _ ~~C7 O m ~+ ~? p ~(Nji7 N N ~O ~ O d~ 7 w ~~~ K a W O a a~ W ~ ~ C d< Nw w ~~ 5 ~ O ~~ O "? z; (~ ro N .' O ~~ ~~ 3 U L Op O' b An ~~ d ., tr~ a ti x- • __ . fil p Q O ~ >• b N ~ N W n _. W d A w 0 • F ~ ~ N a) 7 ] ~L au~ m N NX ~ ~ a < • Qr ~' • ~ O ~ • ZObO N70 O • v,_ WD N D • d ANn > • -~ o CI ~ wnQ- • vi p ~ D~ N Nti> 00~ RI w o ~osm~s Ui Names vd ' ~pmc N~ Imo ~~ 07 Nom; O C m~ O m ~ ~ 3 w~ ~ ~' ~o C} N (sn~0 O 7~ O OW... ~ ~py7 ~~~ O ~O ~ N p~~O Ut3 T ~A^. N, C ppO bmU3 N, _ . N y ~ d m ~~O 9r y~t ~~~.N A_ T A~~~[ti1 trl~ ~ A~ NaO ~ •' 7 W330 O 00~ O d ~ O Q~.c (~ ONrO O7 i/ln O U1 N. Ot ~ 0~ ~ n cn adi O ro ~ _ N ~q ~. f0 < t m 7 ~ w fll j ~ N Q A N Q'. y ~a H N O A~ .. O O 0 3 ~ ~ '^~ VJ ~ ~ ~ ~ J ~ V J ~ ~ ~ ~/ ~ ~ L / O T ~ V ~ • {A ~"""~ ~ ~ ~i ~, ~ .~ ~ ~ ~, o ~ ~ ~ ~ ~ A fTl v' 1 A z d ~, °° 8 ~ r m w cn ..F O n p ~ 01 A ty^o 67 C O W O n S ~ O C ~ ~ O v ~ m ~ O ~ ~ d O ~ ~ 7^ O m ~ O N L ~ p V ~ 7 ~ a O n ~ ~_ y'- 3~ ~~ -3 ~~ w~ mm ~m am mm o w O ~ ~ m' ~` ~ '~ m m ~, ~ m Q m c ~ ~ ^ m F 2 O 67 • ~a • usp ~ p a a ~ ~ • D~ • ~ 3 • ~0 5 m ~ W n a o ~ n Q Y a ~ ~ %o O ~ ~ x d O < N ~ • C7 • Vl ~ • fD m • 7 p • m a ~ ~ ~ O ~ m t w 5 ~ O ~~ '~ '~ O ~o p m n ~~ ~~ U} m ~ _F L7.S ~~ ,p a ,~ m~ c~ we c~~ f°a_ ~c m'cN~ cm ~ ~ ~ ~ ~ ~ ~ m r '~ ny ff o ~ ~ °o a °' a m.3. do o p ... r~ q ~ a<i ~p ~ y r ~ < Z v y' 9 7 O `O °a ~ ~ /~ \/ {~^ A •~ V \M -.~ C ~ ~ ~ ~ ~ n ~.