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coa.Anderson Park.Property Deed Reception No. QUIT CLAIM DEED THIS DEED, made this 2.?--) day of L.c;in Y \A Cre ac , 20LZbetween the Robert L. Orr Family Partnership. L.L.L.P, Grantor and The Citi of Aspen, Colorado, whose legal address is 130 South Galena Street, Aspen, Colorado, Grantee, WITNESSETH that the grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) the receipt and sufficiency of which is hereby acknowledged, has remised, released, sold, conveyed and QUIT CLAIMED, and by these presents does remise, release, sell, convey and QUIT CLAIM unto the grantee, its heirs, successors and assign, forever, all the right, title interest, claim and demand which the grantor has in and to the real property, together with improvements, if any, situate, lying and being in the County of Pitkin, State of Colorado, described as follows: Lot 2, Anderson Subdivision, according to the recorded First Amended Plat, reception number 394519, thereof in Plat Book 39 at page 101, City of Aspen, Pitkin County, Colorado. TO HAVE AND TO HOLD the same, together with all and singular the appurtenances and privileges thereunto belong or in anywise thereunto appertaining, and all the estate, right, title interest and claim whatsoever, of the grantor, either in law or equity, to the only proper use, benefit and behalf of the grantee, its heirs and assigns forever. IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. 1 ' .♦ G RECEPTION #: 587151, 03/02/2012 at 09:21:28 AM, 1 OF 1, R $11.00 DF $0.00 Doc Code QCD Janice K. Vos Caudill, Pitkin County, CO STATE OF COLORADO ) )ss COUNTY OF PITKIN The foregoing instrument was acknowledged before me tins is 74 day of txz. 0 V , 20 illy, r1w fi __..._ as �a s-,.. X 11 C?n.n., —) Witness my hand and official seal nr 4 ,0 , ,., , My commission expires: 5 -'j \'D ss d� No Publik ° ` - • ", C:\ Users \Robert\AppData\Local\Microsoft\Windows \'I`empo.Ihfernet Files \Low\ Content. IE5 \OANOSPOI\quit%20claim %20deeds[ 1 ] .doc Reception No. QUIT CLAIM DEED THIS DEED, made this 1 day of March, 2012 between the City of Aspen, Grantor and, Robert L. Orr Family Partnership. L.L.L.P, whose legal address is 500 Patterson Road, Grand Junction, Colorado, 81506 Grantee, WITNESSETH that the grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) the receipt and sufficiency of which is hereby acknowledged, has remised, released, sold, conveyed and QUIT CLAIMED, and by these presents does remise, release, sell, convey and QUIT CLAIM unto the grantee, its heirs, successors and assign, forever, all the right, title interest, claim and demand which the grantor has in and to the real property, together with improvements, if any, situate, lying and being in the County of Pitkin, State of Colorado, described as follows: Lot 2, Anderson Subdivision, according to the recorded Second Amended Plat, reception number 582868, thereof in Plat Book 97 at page 93, City of Aspen, Pitkin County, Colorado. TO HAVE AND TO HOLD the same, together with all and singular the appurtenances and privileges thereunto belong or in anywise thereunto appertaining, and all the estate, right, title interest and claim whatsoever, of the grantor, either in law or equity, to the only proper use, benefit and behalf of the grantee, its heirs and assigns forever. IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. GRANTOR: CityofA ej: / �r l � � " � RECEPTION #: 587152, 03/02/2012 at b 09:21:29 AM, Steve Barwick, City Manager 1 OF 1, R $11.00 DF $0.00 Doc Code QCD Janice K. Vos Caudill, Pitkin County, CO STATE OF COLORADO ) )ss COUNTY OF PITKIN NE • y, ,' ent was acknowledged before me this 1st day of March 2012, b f V • ,, anager, City of Aspen. i I l l Witne mt hand and official al • Y' My co li .t P ��, CO tiy Commissice Expires 00/2512013 Notary Public • G: \True\Anderson subdivision quit claim deeds #2.docx Memo To: Mayor and City Council Thru: Amy Margerum; City Manager John Worcester, City Attomey Steve Barwick, Assistant City Manager David Hoeffer, Assistant City Attor~ From-' Tabatha Miller, Finance Direct~~ Date: 09/13/99 Re: Anderson Property Purchase SUMMARY: In October, 1996 the City entered into a contract for an exclusive option to buy the Parcel described as lot 1. Anderson Subdivision, within 60 days of the '~Nritten notice of death of Hildur L. Anderson". A couple of months ago, Lenny Oates. the Anderson's attorney, approached the City with the offer to buy the parcel now instead of waiting for the contract clause. At a recent executive session, City Council directed staff to pursue purchasing the parcel now for terms very similar to the original contract. Staff has reviewed the attached documents and a closing for the property is scheduled for September 15, 1999. The purchase will be structured according to the original agreement with a total purchase pdce of $1 475,000. On closing $500.000 will be paid and a Note for the remaining $975.000 will be signed by the city and payable in two installments over the next two years bearing interest of 6% per annum. The City has agreed to allow the current tenants to continue living on the property, by signing leases with the City, through Apd115, 2000. RECOMMENDATION: Through adoption of the Consent Calendar. City Council will pass Resolution , which authorizes the City Manager to sign the Deed of Trust, Note Payable and closing documents on behalf of the City of Aspen, for the purchase of the Anderson parcel. · Page I DEED OF TRUST THIS INDENTURE, made this 15~ day of September, 1999, betWeen the CITY OF ASPEN, COLORADO, a Colorado Home Rule City, whose address is: 130 South Galena Street, Aspen, Colorado 81611, hereinafter referred to as ("Grantor"), and the Public Trustee of the County of Pitkin, State of Colorado, hereinafter referred to as ("Public Trustee"), WITNESSETH, THAT, WHEREAS, THE CITY OF ASPEN, COLORADO, a Colorado Home Rule City, has executed a Promissory Note, dated September 15, 1999, for the principal sum of Nine Hundred and Seventy Five Thousand ($975,000.00) Dollars, payable to the order of the A.W. Anderson and Edwin Paul Anderson, as Trustees of the Hildur L. Anderson Trust Under That Certain Trust Agreement Made By Hildur L. Anderson In Instrument Dated July 12, 1978, The Hildur L. Anderson Trust, U/T/D July 12, 1978 As Amended, Albert W. Anderson and Edwin P. Anderson, Trustees, Albert W. Anderson, Judith L. Anderson, Edwin P. Anderson, Mary Ann Benhart, James R. Anderson, Cynthia A. Anderson, Brooke B. Anderson Irrevocable Trust dated November 28, 1995, James W. Anderson Irrevocable Trust dated November 28, 1995, Kelly D. Thompson Irrevocable Trust dated November 28. 1995, Julie B. Anderson Irrevocable Trust dated November 28, 1995, Alexa W. Anderson Irrevocable Trust dated November 28. 1995, Jason Tanker Anderson Irrevocable Trust dated December 28. 1995. and Kendra Margaret Nance Irrevocable Trust dated December 31. 1996. whose address is: % Oates. Knezevich & Gardenswartz. P.C.. 533 East Hopkins Avenue. Aspen, Colorado 81611, with interest at the rate of Six (6%) percent per annum payable $500.000.00 principal plus accrued unpaid interest on September 15, 2000. and $475.000.00 in principal plus accrued unpaid interest on September 15. 2001, AND WHEREAS, the Grantor is desirous of securing payment of the prinmpal and interest of said Promissory Note in whose hands soever the said Note may be. NOW THEREFORE. the Grantor. in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust forever, the following described property, situate in the County of Pitkin. State of Colorado, to wit: Lot 1. Anderson Subdivision. City of Aspen. Pitkin County, Colorado Also known by street and number as: TO HAVE AND TO HOLD the same. together with all and singular the privileges and appurtenances thereunto belonging: In trust nevertheless, that in case of default in the payment of said Note or any part thereof, or in the payment of the interest thereon according to the tenor and effect of said Note, or in the payment of any prior encumbrances, principal or interest, if any, or in case default shall be made in or in case of violation or breach of any of the terms. conditions, covenants or agreements herein contained, the beneficiary hereunder or the legal holder of the indebtedness secured hereby may declare a violation of any of the covenants herein contained and may elect to advertise said property for sale. and demand such sale by filing a notice of election and demand for sale with the Public Trustee. Upon receipt of such notice of election and demand for sale. the Public Trustee shall cause a copy of the same to be recorded in the recorder's office of the county in which said property is situated. The Public Trustee shall then give public notice of the time and place of sale by advertisement to be published for four weeks (once each week for five successive weeks in some newspaper of general circulation at that time published in the county or counties in which said property is located. A copy of such notice shall be mailed within ten days after the date the date of the first publication thereof to the Grantor at the address given herein, to such persons appearing to have acquired a subsequent record interest in said property at the address given in the recorded instrument, and to any other persons as may be provided by law. tt shall and may then be lawful for the Public Trustee to sell said property for the highest and best price the same will bring in cash and to dispose of the same (eh masse or in separate parcels, as the said Public Trustee may think best), together with all the right, title and interest of the Grantor therein, at public auction at any place as may be specified by statute and designed in the notice of sale. The Public Trustee shall make and give to the purchaser of such property at such sale, a certificate in Writing containing: a description of such property purchased; the sum paid therefor; a statement that said purchaser shall be entitled to a deed therefor, unless the same shall be redeemed asis provided by law; and in the event of a continuance of the sale, a recital that the sale was duly continued. The Public Trustee, shall, upon demand by the person holding the said certificate of purchase, when said demand is made or upon demand by the person entitled to a deed to the said property pi~rchased. Said deed shall be in the ordinary form of a conveyance, and shall be signed, acknowledged and delivered by the said Public Trustee and shall confirm the foreclosure sale and sell and convey to such person entitled to such deed, the property purchased as aforesaid and all the right, title, interest, benefit and equity of redemption of the Grantor therein. The Public Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder or the legal holder of said Note, the principal and interest due on said Note according to the tenor and effect thereof, and all moneys advanced by such beneficiary or legal holder of said Note for insurance, taxes and assessments, with interest thereon at Ten (10%) percent per annum, rendering the overplus, if any, unto those persons entitled thereto as a matter of law. Said sale and said deed so made shall be a perpetual bar, both in law and equity, against the Grantor and all other persons claiming the said property, or any part thereof, by, from, through or under the Grantor. The holder of said Note may purchase and said property or any part thereof, and it shall not be obligatory upon the purchaser at any such sale to see to the application of the purchase money. And the Grantor covenants and agrees to and with the Public Trustee, that at the time of the ensealing of and delivery of these presents he is well seized of the said land and tenements in fee simple, and good right, full power and lawful authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; hereby fully and absolutely waiving and releasing all rights and claims he may have m or to said lands, tenements, and property as a Homestead Exemption. or other exemption, under and by virtue of any act of the General Assembly of the State of Colorado. or as any exemption under and by virtue of any act of the United States Congress. now existing or which may hereafter be passed in relation thereto and that the same are free and clear of all liens and encumbrances whatever, except the liefl for real property records for 1999, payable in 2000. and the above-bargained property in the quiet and peaceable possession of the Public Trustee, against all and every person or persons lawfully claiming or to claim the whole or any part thereof, the Grantor shall and will Warrant and Forever Defend. Until payment in full of indebtedness, the Grantor shall timely pay all taxes and assessments levied on the property; any and all amounts due on account of principal and interest or other sums on any senior encumbrances, if any; and will keep all ~mprovements that may be on said lands insured against any casualty loss, including extended coverage, in a company or companies meeting the net worth requirements of the beneficiary hereof in an amount which will yield to the holder of the indebtedness, after reduction by co-insurance provisions of the policy, if any, not less than the then total indebtedness. Each policy shall contain a loss payable clause naming the beneficiary as mortgagee and shall further provide that the insurance may not be canceled upon less than ten days written notice to the beneficiary. At the option of the beneficiary, the original policy or policies of insurance shall be delivered to the beneficiary as further security for the indebtedness. Should the Grantor fail to msure and deliver the policies or to pay taxes or assessments as the same fall due, or to pay any amounts payable upon senior encumbrances, if any. the beneficiary may make any such payments or procure any such insurance, and all monies so paid with interest thereon at the rate of Ten (10 %) percentper annum shall be added to and become a part of the indebtedness secured by this Deed of Trust and may be paid out of the proceeds of the sale of the property if not paid by the Grantor. In addition, and at its option, the beneficiary may declare the indebtedness secured hereby and this Deed of Trust to be in default for failure to procure insurance or make any of the payments required by this paragraph. -2- If all or any part of the property or an interest therein is sold or transferred by the Grantor without beneficiary's prior written consent, excluding (a) the creation of a lien or encumbrance subordinate to this Deed of Trust, (b) the creation of a purchase money security interest for household appliances, (c) a transfer by devise, descent or by operation of law upon the death of a joint tenant or (d) the grant of any leasehold interest of three years or less not containing an option to purchase, beneficiary may, at beneficiary's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, prior to the sale or transfer, beneficiary and the person to whom the property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to beneficiary and that the interest payable on the sums secured by this Deed of Trust shall be at such rate as beneficiary shall request. AND THAT IN CASE OF ANY DEFAULT whereby the right of foreclosure occurs hereunder, the holder of said Note or certificate of purchase shall at once become entitled to the possession, use and enjoyment of the property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any there be: and such possession shall at once be delivered to the holder of said Note or certificate of purchase on request, and on refusal, the delivery of such possession may be enforced by the holder of said Note or certificate of purchase by any appropriate civil suit or proceeding, and the holder of said Note or certificate of purchase, or any hereof, shall be entitled to a Receiver for said property, and of the rents, issues and profits thereof, after such default, including the time covered by foreclosure proceedings and the period of redemption, if any there be, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the Grantor or of the then owner of said property and without regard to the value thereof, and such Receiver may be appointed by any court of competent jurisdiction upon ex parte application and without notice--notice being hereby expressly waived--and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver to the payment of the indebtedness hereby secured, according to the law and the orders and directions of the court. AND, that in case of default in any of said payments of principal or interest, according to the tenor and effect of said Promissory Note or any part thereof, or of a breach or violation of any of the covenants or agreements herein, by the Grantor, then and in that case the whole of said principal sum hereby secured and the interest thereon to the time of the sale may at once, at the option of the legal holder thereof, become due and payable, and the said property be sold in the manner and with the same effect as if said indebtedness had matured, and that if foreclosure be made by the Public Trustee, reasonable attorney's fees for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the cost of foreclosure, and if foreclosure be made through the courts a reasonable attorney's fee shall be taxed by the court as a part of the cost of such foreclosure proceedings. IT IS FURTHER UNDERSTOOD AND AGREED, that if a release of this deed of trust is required, the Grantor will pay the expense thereof, that all the covenants and agreements herein contained shall extend to and be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto; and that the singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. EXECUTED this 15~ day of September, 1999. THE CITY OF ASPEN, COLORADO, a Colorado Home Rule City I IIIIII IIIII IIIIII IIII IIIIII IIII mil III IIIII IIII IIII 435556 og/15/'lggg 02:53P DT DRVI~S STLV! 3 et' 4 R 20.08 D 8.80 N 0.00 PZTKZN COUNTY CO STATE OF COLORADO COUNTY OF PITKIN ~ SS. The fi re ot tns' ument w kn 1 rRreg 'rig ' s~ as ac ow eaged bemre me mis /~'~ day of September, 1999, by ~U L, ~l~m as ¢[~ ~~ of The City of ~petn, Colorado, a ~lo~ado Home Rule City. ' ' WITNESS MY HAND ANp O~FICIAL My commission expires: 0 ~103 [Seal] 2~,.~'~(~ :~ ~ SEAL. Not~y lqbho ~ I IIIIII IIIII IIIIII IIII IIIIII IIII mil III IIIII IIII IIII 435556 $9/15/1999 02:53P DT DAYXS SXLVX 4 of 4 R 20.00 D 8.00 N 0.08 PXTKXN COUNTY CO PROMISSORY NOTE $975,000.00 Aspen, Colorado September 15, 1999 FOR VALUE RECEIVED, The City of Aspen, Colorado, a Colorado Home Rule City ("Maker") promises to pay to the order of A.W. Anderson and Edwin Paul Anderson, as Trustees of the Hildur L. Anderson Trust Under That Certain Trust Agreement Made By Hildur L. Anderson In Instrument Dated July 12, 1978, The Hildur L. Anderson Trust, UFF/D July 12, 1978 As Amended, Albert W. Anderson and Edwin P. Anderson, Trustees, Albert W. Anderson, Judith L. Anderson, Edwin P. Anderson, Mary Ann Benhart, James R. Anderson, Cynthia A. Anderson, Brooke B. Anderson Irrevocable Trust dated November 28, 1995, James W. Anderson Irrevocable Trust dated November 28, 1995, Kelly D. Thompson Irrevocable Trust dated November 28, 1995, Julie B. Anderson Irrevocable Trust dated November 28, 1995, Alexa W. Anderson Irrevocable Trust dated November 28, 1995, Jason Tanker Anderson Irrevocable Trust dated December 28, 1995, and Kendra Margaret Nance Irrevocable Trust dated 1996 (collectively "Holder"), the principal sum of Nine Hundred and Seventy Five ($975,000.00) Dollars, at % Oates, Knezevich & Gardenswartz, P.C., Aspen, Colorado 81611, together with interest at the rate principal and interest shall be payable in the following manner $500,000.00 in principal plus September 15, 2000, and $475,000.00 in accrued unpaid interest on September 15, 2001. For administrative purposes payment shall be made to the Knezevich & Gardenswartz, P.C., which shall make the individual' constituents. The Maker shall have the right to make prepayments in any amount Failure to pay when due any installment of principal or shall cause this entire Note to become due and collectible at once at the option of the Holder hereof, in which case accrued interest and principal shall, from and after the date of such default, bear interest at Ten (10 %) percent per annum. In the event this Note shall be collected by an attorney, by suit or otherwise, Maker agrees to pay a reasonable attorney's fee. The Maker, endorser, sureties and guarantors of this Note severally waive presentment for payment, notice of non-payment, protest, and notice of protest. THIS PROMISSORY NOTE IS SECURED by a First Pl~lrlt~/I)~ec]. of Trust encumbering Lot 1, Anderson Subdivision, City of Aspen, Pitkin Cou The foregoing is subject to ~e additioml terms attached hereto ~ E~i~ ~ WI~SS W~OF, this Note is executed ~d delivere~er ~e day ~d year first above written. THE CITY OF ASPEN, COLO~DO, a Colorado Home Rule City EXHIBIT "A" PROMISSORY NOTE (Business Purpose) CITY OF ASPEN - HILDUR ANDERSON ADDITIONAL TERMS. For the purpose of these Additional Provisions, the Maker may be referred to as the "Maker" or the "City", the governing body of which is referred to as the "City Council of the City of Aspen, Colorado" and this Promissory Note may be referred to either as the "Note" or as the "Loan". The following covenants, terms and conditions shall limit the obligation of the Maker notwithstanding any language contained in this Note or any document executed in connection herewith. Loan Payments Subiect to Annual Appropriation. The Maker agrees, subject to the availability of appropriations of funds to it therefor and other moneys legally available for the purpose and subject to the limitations of the provisions hereof, to pay to the Holder payments coming due under this Note, a portion of which each payment shall represent a principal component payable, and a portion of which shall represent an interest component. B. Covenant to Request Appropriations. During the term of this Note, the Maker covenants and agrees (i) to include in its annual budget submitted to the City Council of the City of Aspen, Colorado ("Aspen City Council") the amount necessary (after taking into account any other moneys then legally available for such purpose) to make all payments coming due hereunder during the next succeeding fiscal year and (ii) to take such further action (or cause the same to be taken) as may be necessary or desirable to assure that the final budget submitted to the Aspen City Council for its consideration provides for an appropriation of moneys sufficient to make such payments for each such fiscal year. The fast such budget appropriations will be submitted on or before the final date for submission of such requests to be included in the budget to be submitted to the Aspen City Council under applicable law with respect to the budget for the City's fiscal year commencing on .~tc ~ e,, ~ ~ , ~,0oo , so that the payments payable during the related fiscal year from moneys leg~llly dvailable to the Maker for such purpose during such fiscal year will have been appropriated for such purpose, and subsequent inclusions in each respective request for appropriations by the Maker shall be made in the next fiscal year thereafter so that the payments to be paid during each succeeding fiscal year will be available for such purposes as long as the Aspen City Council determines to approve such amount in the City's final budget as adopted. To effect the covenants set forth in (1) above, the Maker hereby direc~ the City's Finance Director or any official succeeding to the duties, powers and functions of the City's Finance Director at the time charged with the responsibility of formulating the Maker's budget to the Aspen City Council, to include in each such budget submitted to the Aspen City Council in any year in which this Note is in effect, items for all payments required for the ensuing fiscal year under this Note. The Maker hareby covenants and agrees that it shall not amend, modify or otherwise change the appropriations made in any finally adopted budget for the payment of any payments hereunder. C. Limitations on Liability. Nothing herein shall be construed to require the Maker to appropriate any money to make any payments hereunder. If the Maker fails to pay any amounts that are due hereunder (an "Event of Default") or an Event of Nonappmpriation occurs, the Maker shall immediately (but in no event earlier than the expiration of the then currant fiscal year for which the Maker has paid or appropriated moneys sufficient to pay all amounts due for such fiscal year, in the case of an Event of Nonappropriation) quit and vacate the real property standing as security for the repayment hereof (the "Property"), and its obligation to make further payments hereunder (except for payments theretofore appropriated and then available for such purpose) shall thereupon cease, it being understood between the parties that neither the State, the Maker nor any political subdivision of the State, except the Maker to the extent provided herein, is obligated to make any payment hereuuder. Should the Maker fall to pay any portion of the required payments and then fail immediately to quit and vacate the Property, the Holder may immediately bring legal action to evict the Maker from the Property (but not for money damages except as hereinafter provided) and commence proceedings to foreclose the lien of the Trust Deed pursuant to its provisions. The Maker hereby agrees, to the extent permitted by law, to pay as damages for its failure immediately to quit and vacate the Property in violation of the terms hereof, an amount equal to the payments otherwise payable during such period prorated on a daily basis. No judgment may be entered against the State, the Maker or any political subdivision of the State for failure to pay any amounts herennder or any portion thereof, except to the extent that the Maker has theretofore appropriated funds for payments of amounts owed hereunder. The payments due hereunder constitute current expenses of the Maker, and the Maker's obligations hereunder are from year-tu-year only and do not constitute a mandatary payment obligation of the Maker in any ensuing fiscal year beyond the then current fiscal year. No provision hereof shall be construed or inteepreted as creafiag a general obligation or other indebtedness of the State, the Maker or any political subdivision of the State within the meaning of any constitutional or statutory debt limitation. The obligation to make payments hereunder does not constitute or give rise to a general obligation or liability of, or a charge against the general credit or taxing power of, the State, the Maker or any political subdivision of the State. The execution, delivery and performance of this Note does not directly or indirectly obligate the Maker to make any payments hereunder beyond those appropriated for the Makex's then current fiscal year;provided, however, that nothing herein shall be construed to limit the rights of the Holder to exercise the Holder's rights and remedies hereunder and under the Deed of Trust given as security for the repayment of fids Note ("Trust Deed"). Nonappropfiation. In the~_event that sufficient funds (i) are not appropriated in the duly adopted City's budget by }"~C~ ~.~ ~¥ ~ next preceding the beghming of any fiscal year, for the payment of amounts payable hereunder during such ensuing fiscal year, or (ii) are otherwise not legally available for such purpose, then an "Event of Nonappropriafion" shall be deemed to have occurred; provided, however, that (a) the Holder shall declare an Event of Nonappropriafion on any earlier date on which the Holder receives a written notice from the Maker to the effect that the Maker has determined by official action not to appropriate payments coming due under this Note for the next succeeding fiscal year, and Co) absent receipt of such written notice and if an Event of Nonappropriation has otherwise occurred as provided above, the Holder shall give written notice to the Maker of any Event of Nonappropriafion, but any failure of the Holder to give such written notice to the Maker will not prevent the Holder from declaring an Event of Nonappropriation or from taking any remedial action that would otherwise be available to the Holder hereunder or under the Trust Deed. The Holder may waive any Event of Nonappmpriafion that is cured by the Maker within a reasonable time if, in the Hold~s judgment, such waiver is in the best interests of the Holder. If an Event of Nanappropriation shall occur, the Maker shall not be obligated to make payments hereunder beyond the last day of the fiscal year during which such Event of Nonappropriatiun occurs; provided, however, that the Maker shall continue to be liable for the amounts payable as set forth above daring such time when the Maker continues to use, occupy and operate the Property. The Holder shall, upon the occurrence of an Event of Nonappropriation and foreclosure of the lien of the Trust Deed, have all rights and remedies to take possession of the Property as trustee for the benefit of the Holder. The parties hereto agree that, upon the occurrence of an Event of Nonappropriation (which is not waived) or an Event of Default (which is not waived), the Maker shall have all responsibility for vacating the Property and shall vacate the Propeaty immediately following such occurrence. Within ten (10) days after the occurrence of an Event of Nonappropriation or an Event of Default, the Maker shall provide the Holder with a timetable for vacating the Property, which timetable shall provide that the Maker shall completely vacate the Property no later than ~ of the then current fiscal year. The Maker shall provide to the Holder a written notice of any affirmative action taken by the Maker not to appropriate funds or otherwise determine not to renew this Note within ten (10) days of the taking of such action. Failure of Maker to provide such notice or failure to otherwise notify the Holder of any action or failure of action shall not alTeet any termination provided for herein. Page 2 REAL PROPERTY OPTION AGREEMENT GRANT OF LICENSE 400914 01/15/1997 10:54A ~'G 1 OF 17 REC DOC NOT SILVlA DAVIS PITKIN COUNTY CLERK & RECORDER 86.00 This option agreement ("Agreement") is entered into this 9h day of October 1996, by and between THE I-IILDUR L. ANDERSON TRUST U/T/D JULY 12, 1978, AS AMENDED, Albert W. Anderson, Judith L. Anderson, Edwin P. Anderson, Mary Ann Benhart, James R. Anderson, Cynthia A. Anderson, Alexa W. Anderson Irrevocable Trust dated November 28, 1995 Edwin P. Anderson, Trustee, Brooke B. Anderson Irrevocable Trust dated November 28, 1995 Albert W. Anderson, Trustee,/ames W. Anderson Irrevocable Trust dated November 28, 1995 Albert W. Anderson, Trustee, Julie B. Anderson Irrevocable Trust dated November 28, 1995 Albert W. Anderson, Trustee, Kelly D. Thompson Irrevocable Trust dated November 28, 1995 Albert W. Anderson and Edwin P. Anderson Trustees, Jason Tanker Anderson Irrevocable Trust dated December 28, 1995 Albert W. Anderson, Trustee, (collectively "Optionor") and THE CITY OF ASPEN COLORADO, a Colorado Home Rule City COptionee"). Section 1. Description of Real Property_. The real property is situated in Pitkin County, Colorado, and is described as Lot 1, Anderson Subdivision, according to the amended plat thereof ("Property"). Section 2. Gram of Option and Term. Optionor grants to Optionee the exclusive right and option to purchase the Property ("Option"). The Option shall terminate at midnight sixty (60) days after written notice of the death of Hildur L. Anderson shall have been given by the Optionor to the Optionee ("Expiration Date"). If the Option is not exercised within said period, it shall automatically terminate without any further action by Optionor and without any notice to Optionee or any other person, and all rights of Optionee arising out of this Agreement shall immediately cease. Optionee has the right to terminate Option at Optionee's sole discretion during the term of the Option. Notwithstanding the foregoing, the Option may not be exercised until the death of Hildur L. Anderson. Section 3. ~. Upon execution of this Agreement, Optionee agrees to pay to Optionor as consideration for the Option the sum of $1,000.00. Because of the multiple optionor interests, for simplicity, such check shall be made payable to the Trust Account at Oates, Hughes & Knezevich, P.C., for distribution to those interests. The payment to Optionor shall be nonrefundable; however, such paymem made to Optionor shall be applied towards ff~e purchase price upon exercise of the Option. Section 4. Purchase Price and Paymem. If Optionee exercises this option in the manner described in this Agreement, the amount payable ("Purchase Price") shall be $1,475,000.00 payable as follows: The Purchase Price shall be paid in good and sufficient funds upon closing, or at the Optionee's option $500,000.00 in good and sufficiem funds upon Closing, $500,000.00 plus accrued interest at the rate of six (6%) percem on the unpaid principal balance on the first anniversary of closing and the balance of $475,000.00 plus accrued interest at the rate of six (6%) percent per annum on the remaining balance on the second anniversary of closing. The balance deferred shall be evidenced by the Optionor's Promissory Note secured by a First Priority Deed of Trust encumbering the Property for the use and benefit of the Optionor. Section 5. Manner 0f Exercise. This Option shall be exercised after Optionor shall have given the Optionee written notice of the death of Hildur L. Anderson and before the Expiration Date (but such notice regardless of when given shall not require the 400914 01/15/1997 10:54A ~G 2 OF 17 Optionee to cia)se b~fore~M~rch J.;-l~)~b~~' Op~0-nee ~iv~r/g ~itten notice ("Notice of Exercise") to Opfionor by either tendering Notice of exercise in person to Optionor or by sending such written notice to Optionor in accordance with the notice provisions hereof in the United States mails. The date upon which such written notice is tendered in person or the date when such notice is mailed as provided herein shall be the "Exercise Date". The notice shall designate a date for Closing which is not less than fifteen (15) and not more than thirty (30) days beyond the Exercise Date, but not prior to March 1, 1998 unless Optionee elects after Hildur L. Anderson's death to waive the March 1, 1998 date above specified. The Option shall be exercised no later than the Expiration Date. Section 6. Conveyance and Optionor's Title. Optionor shall furnish to Optionee a standard owner's title insurance policy in the mount of the purchase price from Pitk'm County Title, Inc., showing good and marketable title subject only to the exceptions above stated. Opfionee may elect to purchase an ALTA owner's policy with additional endorsements. Any additional expense above and beyond the premium for a standard owner's policy shall be borne by Optionee. Opfionor has furnished to Opfionee a title commitment showing the condition of title to the Property. A copy thereof is attached hereto as Exhibit "A". Title as reflected in said Exhibit "A' is agreed to be acceptable to the Optionee. Optionor shall convey the Property at Closing to Optionee by general warranty deed, free and clear of all liens and encumbrances except zoning ordinances, building and use restrictions, reservations and federal patents, utility easements of record as set forth in Exhibit "A" with no other exceptions. Optionor agrees to deliver to the Optionee a Quit Claim Deed for any water right which might be appurtenant to the Property. Section 7. License. The Optionor, for the sum of $224,000.00, the receipt and sufficiency of which is hereby acknowledged, hereby grants to the Optionee an exclusive license to use and occupy that portion of the Property to be described in Exhibit "B" to be approved by the Optionor and Optionee and attached hereto, being Fourteen (14) feet in width for use as a pedestrian/bicycle trail during the lifetime of Hildur L. Anderson and for a term from the date hereof until One Hundred and Twenty (120) days following the death of Hildur L. Anderson, on the condition that the Optionee shall and Optionee does hereby agree to indemnify and hold harmless the optionor from any and all liability for personal injury, death, and/or property damages arising from the construction, maintenance, condition, repair and use of the licensed area by the Optionee, its agents, employees and its invitees to the full extent permitted by law. Exhibit "B" has not presently been prepared because Optionor is investigating the best alignment for pedestrian/bicycle trail. Exhibit "B" shall be prepared by the Optionee and Optionor shall not unreasonably withhold approval thereof. For purposes of construction, the license area shall be temporarily extended to Eighteen (18) feet to accommodate such construction. Upon completion of construction, the Optionee shall restore the unpaved portion of the licensed area to substantially the same or better condition which is/was found prior to construction. Section 8. Optionor's Warranty. Optionor warrants that, as of the Closing date, there will be no parties in possession of any portion of the Property, there will be no leases affecting the Property, and there will be no unrecorded liens affect'rog the Property created through the Optionor's voluntary act. Section 9. Closing. Closing shall occur at the offices of Pitkin County Title, Inc. in Aspen, Colorado ("Closing Agent"). Closing shall take place in the manner set forth in this Agreement, and the Closing Agent shall prorate as of the Closing date, ad valorem real estate taxes and normal prorations on a calendar year basis. Optionee shall be responsible for payment of all ad valorem real property taxes accruing from and after the Closing date. The parties shall share equally the reasonable cost of closing services. 400914 01/15/1997 10:54A PG 3 OF 17 Section 10. Remedies. The parties shall be entitled to such remedies for breach of contract as may be available under applicable law including, without limitation, the remedy of specific performance by the Optionee. Section 11. Assignment. This Option Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns. Section 12. Recording. A Memorandum hereof in form acceptable to the Optionor and optionee may be recorded in the real property records of Pitkin County, Colorado, reciting that the Optionee holds and exclusive option to purchase the property. Section 13. Time. Time is of the essence of this Agreement. Section 14. Tax-Deferred Exchange. Optionor may elect to effect a Section 1031 Tax-Deferred Exchange. Such exchange shall not cause Optionee any additional expense or unreasonable delay. Optionee agrees to cooperate in such exchange. Section 15. Notices. Any notices permitted or required under this Agreement shall be deemed given upon the date of personal delivery or deposit in the United States mail, postage fully prepaid, return receipt requested, addressed to Optionee at: City of Aspen 133 South Galena Street Aspen, CO 81611 Attn: City Manager With a copy to: City of Aspen 133 South Galena Street Aspen, CO 81611 Attn: City Attorney Section 16. Section 17. Addressed to the Optionor at: C/O: Albert W. Anderson P.O. Box 1862 McCalester, OK 74502 With a copy to: Leonard M. Oates, Esq. Oates, Hughes, & Knezevich, P.C. 533 East Hopkins Avenue Aspen, CO 81611 Or at any other address as any party may, from time to time, designate by notice given in compliance with this section. Survival. Any of the terms and covenants contained in this Agreement which require the performance of either party after the Closing shall survive the Closing and delivery of the deed. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 3 400914 01/15/1997 10:54A PG 4 OF 17 Section 18. Attorney Fees. In the event a suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be f'txed by the trial court and/or appellate court. Section 19. presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party. Section 20. Comoutation of Time. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall begin to run on the next day which is not a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of the next day thereafter which is not a Saturday, Sunday or legal holiday. Section 21. Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement. Section 22. Pronouns and Plurals. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require. Section 23. ~. This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement. Section 24. Agreement Binding. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Section 25. Authority. of Si_m~atories. The Trustees, in executing this Agreement on behalf of the Optionor represent that they are the sole Trustees of the Optionor and have full authority to execute this Agreement and bind the Optionor. The parties signatory hereto for the Optionee represent they have full authority to execute this Agreement and bind the Optionee hereunder, and that all actions required under law have been taken by the Optionee to authorize the execution hereof for a valid and binding obligation of the Optionee. Section 26. Further Action. The pa~'les hereto shall execute and deliver all documents, provide all information and take or forebear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement. Section 27. Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart. Section 28. Parties in Interest. Nothing herein shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party. Section 29. Name Dedication. Although no condition has been placed by the Optionor on the use of the Property if the Optionee shall exercise the Option and purchase the Property, the Optionee agrees that the Property will be designed by a name including "Bill and Hildur Anderson" and, in addition that a tree or rock monument will be dedicated on the Property to their deceased daughter, Margie Anderson. 4 400914 01/15/1997 10:54A PG 5 OF 17 O?TIONOR HILDUR L. ANDERSON TRUST u/fid July 12, 1978, as amended By Albert W. Anderson, Trustee By Edwin Paul Anderson, Trustee Albert W. Anderson Judith L. Anderson Edwin P. Anderson Mary Ann Benhart James R. Anderson ALEXA W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 By Edwin P. Anderson, Trustee 5 400914 01/15/1997 10:54A PG 6 OF 17 OPTIONOR HILDUR L. ANDERSON TRUST u/t/d July 12, 1978, as amended By Albert W. Anderson, Trustee Edwin Paul Anderson, Trustee Albert W. Anderson Judith L. Anderson Edwin P. Anderson Mary An~B~nhart James R. Anderson Cynthia A. Anderson ALEXA W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Edwin P. Anderson, Trustee 5 4009i4 01/15/1997 10.~4A PG 7 OF 17 OPTIONOR HILDUR L. ANDERSON TRUST u/t/d July 12, 1978, as amended Albert W. Anderson, Trustee By Edwin Paul Anderson, Trustee Albert W. Anderson ~.4'udith L. Anderson Edwin P. Anderson Mary Ann Benhart James R. Anderson Cynthia A. Anderson ALEXA W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 By. Edwin P. Anderson, Trustee BROOKE B. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 By. Albert W. Anderson, Trustee JAMES W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 By. Albert W. Anderson, Trustee JULIE B. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 By. Albert W. Anderson, Trustee KELLY D. THOMPSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 By. Albert W. Anderson, Trustee Edwin P. Anderson, Trustee JASON TANKER ANDERSON IRREVOCABLE TRUST DATED DECEMBER 28, 1995 By Albert W. Anderson, Trustee 400914 01/15/1997 10:54A PG 8 OF 17 BROOKE B. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W. Anderson, Trustee JAMES W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W. Anderson, Trustee JULIE B. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W. Anderson, Trustee KELLY D. THOMPSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W. Anderson, Trustee By. Edwin P. Anderson, Trustee JASON TANKER ANDERSON IRREVOCABLE TRUST DATED DECEMBER 28, 1995 Albert W. Anderson, Trustee 400914 01/15/1997 10:54A PG 9 OF 17 Attest: OPTIONEE CITY OF ASPEN, COLORADO ,City Clerk By STATE OF COLORADO ) )SS. COUNTY OF RIO BLANCO ) The forgoing instrument was subscribed and sworn to before me this __ day of , 1996, by Edwin Paul Anderson, Individually as Trustee of the Hildur L. Anderson Trust, u/t/d July 12, 1978, as amended; and as Trustee of the Alexa W. Anderson Irrevocable Trust and the Kelly D. Thompson Trust dated November 25, 1996. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public STATE OF OKLAHOMA ) )SS. COUNTY OF '~-['l~5hog_a ) -- Thee forgoing instrument was subscribed and sworn to before me this IOq'~day of (,~ ,1996, by Albert W. Anderson, Individually and as Trustee of t~e ~ildur L. Anderson Trust, u/t/d July 12, 1978 as amended; and as Trustee of the Brooke Anderson Irrevocable Trust, the James W. Anderson Irrevocable Trust, the Julie B. Anderson Irrevocable Trust, the Kelly D. Thompson Irrevocable Trust, and the Jason Tanker Anderson Irrevocable Trust, all dated November 25, 1995. WITNESS my hand and of. ff~cial seal. My commission expires~c~fq~/q ? 400914 01/15/1997 10:54A PG 10 OF 17 Attest: OPTIONEE CITY OF ASPEN, COLORADO ,City Clerk By STATE OF COLORADO ) )SS. COUNTY OF RIO BLANCO ) The forgoing instrument was subscribed and sworn to before me this /~t~ day of {~e_+o[~_r , 1996, by Edwin Paul Anderson, Individually as Trustee of the Hildur L. Anderson Trust, u/t/d July 12, 1978, as amended; and as Trustee of the Alexa W. Anderson Irrevocable Trust and the Kelly D. Thompson Trust dated November 25, 1996. WITNESS my hand and official seal. MY CO _MMISSION EXPIRES: june 9, 2000 Notary Public STATE OF OKLAHOMA COUNTY OF The forgoing instrument was subscribed and sworn to before me this __ day of ,1996, by Albert W. Anderson, Individually and as Trustee of the Hildur L. Anderson Trust, u/t/d July 12, 1978 as amended; and as Trustee of the Brooke Anderson Irrevocable Trust, the James W. Anderson Irrevocable Trust, the Julie B. Anderson Irrevocable Trust, the Kelly D. Thompson Irrevocable Trust, and the Jason Tanker Anderson Irrevocable Trust, all dated November 25, 1995. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public 7 400914 01/15/1997 10:54A PG 11 OF 17 OPTIONEE CITY OF ASPEN, COLORADO ,City Clerk By STATE OF COLORADO ) )SS. COUNTY OF RIO BLANCO ) The forgoing instrument was subscribed and sworn to before me this __ day of , 1996, by Edwin Paul Anderson, Individually as Trustee of the Hildur L. Anderson Trust, u/t/d July 12, 1978, as amended; and as Trustee of the Alexa W. Anderson Irrevocable Trust and the Kelly D. Thompson Trust dated November 25, 1996. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public STATE OF OKLAHOMA COUNTY OF The forgoing instrument was subscribed and sworn to before me this __ day of , 1996, by Albert W. Anderson, Individually and as Trustee of the Hildur L. Anderson Trust, u/t/d July 12, 1978 as amended; and as Trustee of the Brooke Anderson Irrevocable Trust, the James W. Anderson Irrevocable Trust, the Julie B. Anderson Irrevocable Trust, the Kelly D. Thompson Irrevocable Trust, and the Jason Tanker Anderson Irrevocable Trust, all dated November 25, 1995. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public 400914 01/15/1997 10:54A PG 12 OF 17 STATE OF (9](Lh~om~) COUNTY OF &Oa ) ~ ~hq forgo~g insmem was subscribed ~d sworn to before me ~is __ ~~ ~ , 1996, by 3udi~ L. Anderson. WITNESS my hand and offi/c~al seal. ~' commission expires: /O~--day of STATE OF ) )SS. COUNTY OF ) The forgoing instrument was subscribed and sworn to before me this __ ,1996, by Mary Ann Benhart. WITNESS my hand and official seal. My commission expires: (SEAL) day of Notary Public STATE OF ARIZONA COUNTY OF: The forgoing instrument was subscribed and sworn to before me this __ ,1996, by James R. Anderson. WITNESS my hand and official seal. My commission expires: (SEAL) day of' Notary Public 400914 $ 01/15/1997 10:54A Pi3 lB OF 17 STATE OF ) )SS. COUNTY OF ) The forgoing instrument was subscribed and sworn to before me this __ ,1996, by Judith L. Anderson. WITNESS my hand and official seal. My commission expires: (SEAL) day of Notary Public STATE OF ) )SS. COUNTY OF ) The forgoing instrument was subscribed and sworn to before me this __ ,1996, by Mary Ann Benhart. WITNESS my hand and official seal. My commission expires: (SEAL) day of Notary Public STATE OF ARIZONA ) )SS. COUNTY OF F't.4 t.,/tq ) The forgoing instrument was subscribed and sworn to before me this _/3)c-/o~,e~ , 1996, by James R. Anderson. WITNESS my hand and official seal. My commission expires: (SEAL) ~ OeORaE P. AIdAVISCA ~ ~ COUN~ I lXlotaryfftlblic ~'"" day of 8 400914 01/15/1997 10:54A PG 14 OF 17 STATE OF COUNTY OF The forgoing instrument was subscribed and sworn to before me this ,1996, by Judith L. Anderson. WITNESS my hand and official seal. My commission expires: (SEAL) __ day of Notary Public STATE OF COUNTY The forgoing instrument was subscribed and sworn to before me this /¢~-h day of {~e-t-~ b ~ ,1996, by Mary Ann Bdnhart. WITNESS my hand and official seal. My commission expires: STATE OF ARIZONA COUNTY OF .MY C~ON EXPIRE$: June 9, 2000 Notary Public The forgoing instnument was subscribed and sworn to before me this __ ,1996, by James R. Anderson. dayof WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public 400914 01/15/1997 10:54A P{~ 15 OF 17 STATE OF ) )SS. COUNTY OF ) The forgoing instrument was subscribed and sworn to before me this ,1996, by Cynthia A. Anderson. WITNESS my hand and official seal. My commission expires: (SEAL) day of Notary Public STATE OF COLORADO COUNTY OF PITKIN The forgoing instrume~.nt was s~g~ribed and, sworn to before/~e this f~.~i day of {A~d(J~ ,19~96, by ~~ as~~ a~ ~4~ ~ ~ ff as City Clerk of ~e City of Aspen, ColOrado. ~TNESS my h~d ~d official seal. expires:~ 400914 01/15/1997 10:54A PG 16 OF 17 C: \ DA TA \ Cl ien t $ \ ZIFF \ REMOTE I OPTION. AND 9 STATE OF ~ IZO~ ) )SS. COUNTY OF '~/b//-v/~ ) The forgoing instrument was subscribed and sworn to before me this /57~k e.4ofiev , 1996, by Cynthia A. Anderson. WITNESS my hand and official seal. My commission expires: (SEAL) 6m ^, I ~ GEORGE P. AMAVI~CA I ~1~ Notarypublic-Stateo~Arlzona I ~ YU~ ~UN~ I .. day of STATE OF COLORADO COUNTY OF PITKIN The forgoing instrumem was subscribed and sworn to before me this ,1996, by as as City Clerk of the City of Aspen, Colorado. WITNESS my hand and official seal. My commission expires: (SEAL) __ day of and Notary Public 400914 01/15/1997 10:54A P~3 17 OF 17 C: \DATA\Clients\ZIFFIREMOTE\OPTION. AND 9 DAVID B KELLY OF COUNSEL: JOHN THOMAS KELLY David Hoefer, Esq. Assistant City Attorney City of Aspen 130 S. Galena Street Aspen, CO 81611 Ed Anderson 222 Dakota Rangely, CO 81648 LAW OFFICES OF OATES, HUGHES & KNE]ZEVICH ASP£N COLORADO 81611 October 18, 1996 Albert Anderson 1804 Cardinal McAlester, OK 74501 Jim Anderson 154 East 25t~ Street Yuma, AZ 85364 Re: Real Property Option Agreement and Grant of License Dear David, Bert, Jim & Ed: Enclosed is the fully executed Real Property Option Agreement and Grant of License. I am sending herewith an original signed in counterparts to Dave Hoefer, and machine copies to Bert, Jim, and Ed. I have retained an original counterpart signed copy in our office for safekeeping unless otherwise directed by Bert. Very truly yours, OATES, HUGHES & KNEZEVICH, P.C Leonard M. Oaths LMO/ac Enclosure GENERAL WARRANTY DEED , THIS GENERAL WARRANTY DEED, made this 1999, between A.W. Anderson and Edwin Paul Anderson, as Trustees of the Hildur L. Anderson Trust Under That Certain Trust Agreement Made By Hildur L. Anderson In Instrument Dated.~ July 12, 1978, The Hddur L. Anderson Trust, U/T/D July 12, 1978 As Amended, Albert Anderson and Edwin P. Anderson, Trustees, Albert W. Anderson, Judith L. Anderson, Edwin.~'~ P. Anderson, Mary Ann Benhart, James R. Anderson, Cynthia A. Anderson, Brooke B. Anderson Irrevocable Trust dated November 28, 1995, James W. Anderson Irrevocable Trust dated~ November 28, 1995, Kelly D. Thompson Irrevocable Trust dated November 28, 1995, Julie B. ~'~-~ Anderson Irrevocable Trust dated November 28, 1995, Alexa W. Anderson Irrevocable Trust dated November 28, 1995, Jason Tanker Anderson Irrevocable Trust dated December 28, 1995, and Kenya Margaret Nance Irrevocable Trust dated December 31, 1996 (collectively~.~ "Grantors ), and the City of Aspen, Colorado, a Colorado Home Rule City, whose legal address is: 130 South Galena Street, Aspen, Colorado 81611, of the County of Pitkin, State of Colorado (" Grantee)": WITNESSETH, That the Grantors for and in consideration of the sum of ONE MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($1,475,000.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, have granted, bargained, sold and conveyed, and by these presents do grant, bargain, sell, convey and confirm, unto the Grantee, its successors and assigns forever, all the real property together with improvements, if any, situate, lying and being in the County of Pitkin, State of Colorado described as follows: inL°tplatl' AndersOnBook 8 atSUbdivisi°n'Page 62. according to the Plat thereof recorded TOGETHER, with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder andxJ ' remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantors, either in law equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD, the said premises above bargained and described, with the appurtenances, unto the Grantee, its successors and assigns forever. And the Grantors, for themselves, their heirs, personal representatives and assigns, do covenant, grant, bargain, and agree to and with the Grantee, its successors and assigns, that at the time of the ensealing and delivery of these presents, they are well seized of the premises above conveyed, have good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and have good right, full power and lawful authority to grant, bargain, sell and convey 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, encumbrances and restrictions of whatever kind or nature soever, except and subject to Real Property taxes for 1999 payable in 2000; building and zoning regulations; and THOSE ITEMS DESCRIBED ON EXB11~IT "A" ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN AND THE TERMS AND CONDITIONS THEREOF. The Grantors shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its successors and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. I IIIIII IIIII IIIIII IIII IIIIII IIII IIIIIII III IIIII IIII IIII 435555 99/15/1999 02:45P ND DRVIS SILV! I of 7 R 35.99 D 9.99 N 9.99 PZTKIN COUNTY CO IN WITNESS WHEREOF, the Grantors have executed this deed on the date set forth above. ; ) By 4~,~~ A.W. Anderson, Trustee Of The Hildur L. Anderson Trust Under That Certain Trust Agreement Made By Hildur L. Andersen In Instrument Dated July 12, 1978 B: Edwin Paul Anderson, Trustee Of The Hildur L. Anderson Trust Under That Certain Trust Agreemem Made By Hildur L. Andersen In Instrument Dated July 12, 1978 THE HILDUR L. ANDERSON TRUST U/T/D JULY 12, 1978, AS AMENDED Albert W. Anderson, Trustee Edwin Paul Anderson, Trustee ,~fl~er~ W. Anderson ~th L. Anderson Edwin P. Anderson Mary An~enl~ar t ~s-R. An/d~er so n Page 2 I IIIIII IIIII IIIIII IIII IIIIII IIII IIIIIII III IIIII IIII IIII 435555 og/ts/lggg 02:45P HD DAVIS SZLV! 2 of ? R 35.08 D 8.00 N 0.80 PITKIH COUNTY CO BROOKE B. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W.-A~derson, VFrus~ee JAMES W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W. Anderson, Trustee KELLY D. THOMPSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Albert W. Anderson, Trustee Edwin P. Anderson, Trustee JULIE B. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 ,~lbert W. Ander~o~ T-rustee Page 3 I IllUl IIIII IIIIII IIII IIIIII IIII IlUlII III IIIII Ull IIII 435555 09/15/199D 02:45P ND DAVIS $ILV! 3 of 7 R 35.88 D 0.00 N D.00 PITKIN COUNTY CO ALEXA W. ANDERSON IRREVOCABLE TRUST DATED NOVEMBER 28, 1995 Edwin P. Anderson, Trustee JASON TANKER ANDERSON IRREVOCABLE TRUST DATED DECEMBER 28, 1995 Albert W. Anderson, Trustee KENDRA MARGARET NANCE IRREVOCABLE TRUST DATED DECEMBER 31, 1996 , Trustee STATE OF COLORADO COUNTY OF PITKIN The forgoing instrument was subscribed and sworn to before me this /?/Sayk of ~¢)O 0~--~f , 1999, by Edwin Paul Anderson, individually and as Trustee of the Hildur L. AnderSon Trust Under That Certain Trust Agreement Made By Hildur L. Andersen In Instrument Dated July 12, 1978, and as Trustee of The Hildur L. Anderson Trust, U/T/D July 12, 1978, As Amended; and as Trustee of the Alexa W. Anderson Irrevocable Trust Dated November 25, 1995, and the Kelly D. Thompson Irrevocable Trust Dated November 25, 1996. [Seal] WITNESS my hand and official seal. My commission expires: My Commission Expires November 13, 1999 Notary Public I IIIIII IIIII IIIIII IIII IIIIII Illl IIIIlll III IIIII IIII IIII 435555 99/15/1999 02:45P HD DRVI$ $ILVI 4 of 7 R 35.00 D 0.00 N 0.00 PITKIN COUNTY CO Page 4 STATE OF COLORADO SS. COUNTY OF PITKIN ,}i ~.~0 The ~ rgoi;~gi~. ~umA~;;r~V s~:~irbsoedn ainn~iSviW;:~lltOabn~f~eTr~tetheiSof ~! ~'~ildd~ of o}n ' g j . anaersen In Instrument Anders Trust Under That Certain Trust A reement Made B- Hildur L ' ' Dated July 12, 1978, and as Trustee of The Hildur L. Anderson Trust, U/T/D July 12, 1978, As Amended; and as Trustee of the Brooke B. Anderson krevocable Trust Dated November 25, 1995, the James W. Anderson Irrevocable Trust Dated November 25, 1995, the Julie B. Anderson Irrevocable Trust Dated November 25, 1995, the Kelly D. Thompson Irrevocable Trust Dated November 25, 1995, the Jason Tanker Anderson Irrevocable Trust Dated December 25, 1995, and the rendra Margaret Nance Irrevocable Trust Dated December ~,, ~/~.--'~~~~ WITNESS my hand and official seal. My commission expires: My [Seal] N0~emtnr Not~y Public STATE OF COLORADO SS. COUNTY OF PITKIN The forgoing instrument was subscribed and sworn to before me this . _ 0~t)~'~'~/- , 1999, by Judith C. Anderson. WITNESS my hand and official seal. My commission ~i~ni~ion E~r~ [Seal] /F day of Notary Public STATE OF ~~ }ss. COUNTYOF ~ ~,t,~ ,,~ The forgoing instrument was subscribed and sworn to before me this ~~_~__, 1999, by Mary Ann Benhart. WITNESS my hand and official seal. My commission expires: ~_$/- ~2~o0 [Seal] I IIIIII IIIII IIIIII IIII IIIIII IIII IIIIIII III IIIII IIII IIII 435555 89/15/1999 02:45P #D DflVI$ SILVI 5 oF 7 R 35.88 D 0.00 N 8.00 PITKZN COUNTY CO C'~?Tz~e ~J_~ Notary Pul~lic Page 5 STATE OF COLORADO COUNTY OF PITKIN [Seal] The_1 forgoing instrument was subscribed and sworn to before me this . D~-/~ , 1999, by James R. Anderson. WITNESS my hand and official seal. .~ My commission expires: /,~:.-... -..~ My Commission Expires November 13, 1999 ~ { LEONARD I Notary Public ~"~ /~ ~day of STATE OF ~"~- cou~roF Ut~ j' SS. f'~ The forgoing insmunent was subscribed and sworn to before me this ~ day of U.l,l~ , 1999, by Cynthia A. Anderson. WITNESS my hand and official seal. My commission expires: [Sea] STATE OF SS. COUNTY OF ~-F'~_~)~ /~ The forgoing instrumep~t./~as stlbscribed arid sw, orn to before me this ~day of Ocr 0~ , 1999 by ~ ~0~ [~J~ .~[~e~D . as Tms~e of ~e ~en&a M~g~et Nance Irrevocable Trust Dat~ December 31, 1996. [Seal] WITNESS my hand and official seal. My commission exp~q~om~i~ ~ Navember 13, Igg~ Notary Public~ I IIIIII Illll IIIIII IIII IIIIII IIII IIIIIII III IIIII IIII IIII 435555 09/15/19~9 02:45P 140 D~VI'S SlLV! 5 of 7 R 35.00 D 8.88 N 8.85 PITKIN COUNTY CO Page 6 EXHIBIT "A" Reservations and mineral exceptions as contained in United States Patent for Riverside Placer, U.S.M.S. No. 3905, recorded in Book 175 at Page 246. Right of way for ditches or canals constructed by the authority of the United States as reserved in United States Patent recorded in Book 185 at Page 69, Terms, conditions, provisions, obligations and all matters as set forth in Subdivision Improvements Agreement recorded December 19, 1979 in Book 380 at Page 750. Easements, rights of way and all matters as disclosed on Plat of subject property recorded December 19, 1979 in Plat Book 8 at Page 62. Terms,, conditions, provisions and obligations as set forth in Lot Line Adjustment and Sewer Easement Agreement recorded July 3, 1995 in Book 785 at Page 801. I IIIIII IIIII IIIIII IIII IIIIII IIII IIIIIII III IIIII IIII IIII 435555 og/~5/lggg 02:45P ND DAVIS SILVI ? o; ? A 35.ee o e.ee N e.ee PITKIN COUNTY CO SILVIA DflVIS PITKIN COUNTY CO 459072 Page: 1 or' 1 09/25/2001 03:32P' O 0.00 REQUEST FOR RELEASE OF DEED OF TRUST AND RELEASE September ,2001 Date City of Aspen, a Colorado Home Rule City Grantor (Borrower) AW Anderson & Edward Paul Anderson. as Original Beneficiary Trustees for the Hildur L. Anderson Trust; & others (Lender) September 15, 1999 Date of Deed of Trust September 15, 1999 Piikin County Recording Date of Deed of Trust County of Recording 435556 N/A Reception and/or Film Nos. of Recorded Deed of Trust Book and Page of Deed of Trust TO THE PUBLIC TRUSTEE OF Pitkin County (The Public Trustee to which the above Deed of Trust conveys the said property). Please execute this release, as the indebtedness secured by the Deed of Trust has been fully or partially paid and/or th{ purpose of the Deed of Trust has been fully satisfied. AW Anderson & Edward Paul Anderson as Trustees for the Hildur L. Anderson Trust; & others Current Owner and Holder of the Evidence of Debt Secured by Deed of Trust (Lender) Leonard M. Oates, Attorney & Agent Name and Title of Agent or Officer of Current Owner and Holder State of Colorado, County of Pitkin The foregoing request for release was acknowledged before me on September V"~ , 2001 By Leonard M. Oates Witness My ~and:'~v~e[l~ / .5 Date Commission Expires ',. , Notary Public RELEASE OF DEED OF TRUST WHEREAS, the above referenced Grantor(s), by Deed of Trust, conveyed certain real property described in said Deed of Trust, to the Public Trustee of the County referenced above, in the State of Colorado, to be held in trust to secure the payment of the indebted- ness referred to therein; and WHEREAS, the indebtedness secured by the Deed of Trust has been fully or partially paid and/or the purpose of the Deed of Trust has been fully satisfied as set forth in the written request of the current owner and holder of the said indebtedness. NOW, THEREFORE, in consideration of the premises and the payment of the statutory sum, receipt of which is hereby acknowledged I, as the Public Trustee in the County first referenced above, do hereby remise, release and quitclaim unto the present owner or owners of said real property, and unto the heirs, successors and assigns of such owner or owners forever, all the right, title and interest which I have under and by virtue of the aforesaid Deed of Trust in the real estate described therein, to have and to hold the same, with all the privileges and appurtenances thereunto belonging forever; and further I do hereby fully and absolutely release, cancel and forever discharge said Deed of Trust. State of Colorado County of Pitkin The fore:going instrument was acknowledged before dedged me on c~ - ~_ Ol by Carol L. Foote as the - ,001 Deputy Trustee for Pitkin County, Colorado. My commission expires December 2 2003. _ as the ~stee of County, Colorado, , Date Commission Expires Original Note and Deed of Trust Returned to: ~ ~. ~ Public Truslee Hand and Seal: Notary Public l~ly Commission Expires ~2/02i2003 I~SOLUTION NO. ~ SERI~S OF 1~9~ A RESOLUTION OF THE CITY COUNCIL OF THE. CITY OF ASPEN, COLORADO, APPROVING A REAL PROPERTY OPTION AGREEMENT AND GRANT OF LICENSE BETWEEN ~ CITY OF ASPEN AND TUF~ ~rH.I~UR L. ANDERSON TRUST FOR THE PURCHASE OF LOT 1, ANDERSON SUBDIVISION BY THE CITY OF ASPEN, COLORADO. WHEREAS, a Real Property Option A~reement and Grant of License between the I-~ldur L. Anderson Trust, Opfionor, and the City of Aspen, Optionee, a true and accurate copy of which is hereto attached as Exhibit A. has been submitted to the City Council for formal approval, and WHEREAS, the Parks Department budget has .~m¢ient funds desi/~ated for this acquisition, NOW, THEREFORE, BE 1T RESOLVED by the City Council of the City of Aspen, Colorado, That the City Council of the City of Aspen hereby approves the Real Property Option Agreement and Grant of License between the Hildur L. Anderson Trust and the City of Aspen, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the Mayor of the City of Aspen to execute said agreement on behalf of the City of Aspen. RESOLVED, APPROVED, AND ADOPTED this 2$th day of October, 1996, by the City Council for the City of Aspen, Colorado. ~ohu S'. Beunett, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held on the day hereinabove stated. STATSI~ENT OF ~l'lz]~qT Buyer's Property Address: ~ 1, ANDERSC~ SUB ASPS~, CO 81611 Purchaser: CITY OF ASPEN Settlement Date: 09/15/99 Date of Proration: 09/15/99 Legal Descripticm: LOT 1, ANDERSC~ SUBDMSIC~q, according to the Plat thereof recorded in Plat Book 8 at Page 62. File No: PCTl1247 Description Debit Cmedit Contract Sales Price ....................................... 1,475,000.00 Loan frcm Seller ........................................... 975,000.00 ~ TAXES 01/01/99 to 09/15/99 ........................ 3,206.80 Settlement Fee to PITKIN CCE~FfY TITLE, INC ................ 150.00 Title Insurance to PITKIN ~ TITLE, INC ............... 100.00 Sub-Totals 1,475,250.00 978,206.80 Balance due fro~ Buyer 497,043.20 TCqlALS 1,475,250.00 1,475,250.00 Broker: By: Broker: my: PITKIN COUNTY TITLE, INC. STAT~b~qT OF ~'I'±12~SR~T Seller ' s Property ~Swess: LOT 1, ANDERSC~ SUB ASPS, CO Seller: HILDUR ANDERSC~ ET.AL. Purchaser: CITY OF ASP~I~ Settlement Date: 09/15/99 Date of Proration: 09/15/99 81611 lec3al Description: LOT 1, ASDERSONSURDMSICN, accordin9 to the Plat thereof recorded in Plat Book 8 at Page 62. File No: PCTl1247 Descriptic~ Debit Credit Contract Sales Price ....................................... 1,475,000.00 Payoff loan ................................................ Payoff loan ................................................ Loan to Purchaser .......................................... CYJRRENTTAXES 01/01/99 to 09/15/99 ........................ Settlement Fee to PITKIIq fDIITIY TITLE, IlqC ................ Title Insurance to PITKIN COUNTY TITLE, INC ............... 975,000.00 3,206.80 150.00 1,541.00 Sub-~tals ~l~ce ~eto Seller TOTALS 979,897.80 495,102.20 1,475,000.00 1,475,000.00 1,475,000.00 Broker: mi: Broker: By: PITI~IN COUNTY TZTLE, INC. REAL ESTATE TAX AGREEMENT RE: Order No: PCTl1247 Buyer(s): CITY OF ASPEN Seller(s): HILDUR ANDERSON ET.AL. Property: LOT 1, ANDERSON SUB - ASPEN, CO 81611 The undersigned Buyer(s) and Seller(s) do hereby understand and agree that the proration for general property taxes was calculated on the basis of: ~{XX~ Taxes have been prorated on an estimate of $4,554.40 for the year 1999 and are to be considered a final settlement. Taxes have been prorated on an estimate of $4,554.40 for the year 1999 and will be readjusted between the Seller(s) and Buyer(s) when the actual tax statement becomes available. Taxes have been prorated on the amount of the previous year's taxes of $4,554.40 and are to be considered a final settlement. Taxes have been prorated on the amount of the previous year's taxes of $4,554.40 and will be readjusted between the Seller(s) and Buyer(s) when the actual tax statement becomes available. Taxes have not been prorated in the settlement statements and will be adjusted between purchasers and sellers when the actual tax statement becomes available for the year of closing. Accordingly, the Buyer(s) and Seller(s) do hereby hold Pitkin County Title, Inc., harmless from any liability or damages caused by an inaccurate proration for general property taxes resultin9 from any variation of difference in the actual general property taxes assessed for the current year. Both Buyer(s) and Seller(s) agree to make the proper proration as may be required subsequent to the closing, and it is also understood and agreed that any prorations not reflected on the Settlement Statement in regard to utilities that the Seller shall be responsible for any final payment(s) due for such utilities and in the event a lien is filed for any unpaid utilities and Pitkin County Title, Inc., is r~.'red to pay such utilities costs to clear title, Seller shall promptly repay P~in CQunty Title, Inc., upon receipt Qf/ev~ence~f pq%ymen~ of_t~ose ~tilities. AUTHORIZATION TO CLOSE TO: PITKIN COUNTy TITLE, INC. 601 E. HOPKINS ASPEN, CO. 81611 IX] AS PURCF~%SER OF THE PROPERTY REFERENCED UNDER YOUR FILE NO. PCT11247 WE HEREWITH DELIVER TO YOU THE FOLLOWING DOUCMENTS: IX] STATEMENT OF SETTLEMENT - FIVE COPIES IX] TAX AGREEMENT LETTER - FIVE COPIES [ ] REAL PROPERTY TRANSFER DECLARATION [ ] LOA~ DOCUMENTS IX] CERTIFIED OR WIRED FUNDS IN THE AMOUNT NECESSARY TO CLOSE [ ]MECHA/~IC LIEN AFFIDAVIT [] [ ] [] WE THE PURCHASER(S) HEREBY AUTHORIZE YOU TO USE THE FUNDS DELIVERED TO YOU PURSUANT TO THE ENCLOSED SETTLEMENT STATEMENT UPON RECEIPT OF A GU(X) AND SUFFICIENT DEED TO US FROH THE SELLER. SELLER AND PURCHASER HEREBY AGREE AND ACKNOWLEDGE THAT SOHE OF THE FIGURES AS SET FORTH ON THE SETTLEMENT STATEMENTS HEREIN DELIVERED AND APPROVED BY THE SELLER AND PtIRCHASER WERE OBTAINED FROH THIRD PARTIES, AND PITKIN COUNTY TITLE, INC., SHALL NOT BE HELD LIABLE OR ACCOUNTABLE FOR ANY FIGURES OBTAINED Tlfl~T MAY HAVE BEEN IN ERROR OR OBTAINED WITH MIS-INFORMATION AS PROVIDED BY SUCH THIRD PARTIES. SELLER AND PURCHASER HEREBY AGREE TO HOLD PITKIN COUNTY TITLE, INC., HARMLESS FROM ANY LOSS OR DAMAGE RESULTING FRUM SUCH INACCUPJ~CIES. IN THE EVENT ANY GUHS ARE DECLARED DUE AND PAYABLE BY ANY THIRD PARTY RELAYING TO PIT~(IN COUNTY TITLE, INC., INACCURATE INFORMATION THE PARTY RESPONSIBLE FOR SUCH AHOUNT(S) DUE AGREE TO PAY PRORPTLY SUCH SUMS OR AMOUNTS AS ARE CURRENTLY DUE AND PAYABLE. IN THE EVENT THAT A LIEN IS FILED FOR NONPAYMENT OF ANY SUCH AHOUNTS AND PITI(IN COUNTY TITLE, INC., IS REQUIRED TO PAY ANY AHOUNTS IN ORDER TO PROTECT ITS INSURED, PURCHASER AND SELLER HEREBY INDEMNIFY PITKIN COUNTY TITLE, INC., FROH ANY LOSS, DAHAGE, SUIT OR LEGAL ACTION THAT HAY HE TAI(EN 8Y ANY THIRD PARTIES AND PITKIN COUNTY TITLE, INC., NAy FILE ANY LEGAL ACTION NECESSARY TO ENFORCE THIS INDEMNITY AND WILL BE ENTITLED TO ANY LE '}FEES, COSTS OR EXPENSES IN CONNECTION WITH SUCH LEGAL ACTION. AUTHORIZATION TO CLOSE TO: PITKIN COUNTY TITLE, INC. 601 E. HOPKINS ASPEN, CO. 81611 [X] AS SELLER OF THE PROPERTY REFERENCED UNDER YOUR FILE NO. PCTl1247 WE HEREWITH DELIVER TO YOU THE FOLLOWING DOUCMENTS: [X] STATEMENT OF SETTLEMENT - FIVE COPIES [X] TAX AGREEMENT LETTER - FIVE COPIES [X] CERTIFICATE OF NONFOREIGN STATUS [ ] REAL PROPERTY TRANSFER DECLARATION [X] WARPJkNTY DEED CONVEYING SUBJECT PROPERTY TO BUYERS [ ] BILL OF SALE [ ] MECHANIC LIEN AFFIDAVIT [X] NET PROCEEDS LETTER [] [] AS THE SELLER(S) YOU ARE HEREBY DIRECTED TO DELIVER THE ENCLOSED DEED TO THE P~JRCHASER UPON RECEIPT OF GOOU FUNDS FROM THE PUROHASER IN THE AMOUNT NECESSARY TO PAY ALL LIENS, ENOUMBRANCES AND NET PROCEEDS TO US AS SET FORTH ON THE SETTLEMENT STATEMENT ENCLOSED HEREIN AND PURSUANT TO THE NET PROCEEDS LETTER. SELLER AND PURCHASER HEREBY AGREE AND ACKNOULEDGE THAT SOME OF THE FIGURES AS SET FORTH ON THE SETTLEMENT STATEMENTS HEREIN DELIVERED AND APPROVED BY THE SELLER AND PURCHASER WERE OBTAINED FROM THIRD PARTIES, AND PIT[IN COUNTY TITLE, INC., SHALL NOT BE HELD LIABLE OR ACCOUNTABLE FOR ANY FIGURES OBTAINED THAT HAY HAVE BEEN IN ERROR OR OBTAINED WITH MIS-INFORHATION AS PROVIDED BY SUCH THIRD PARTIES. SELLER AND PURCHASER HERESY AGREE TO HOLD PITKIN COUNTY TITLE, INC., HARMLESS FROM ANY LOSS OR DAHAGE RESULTING FROM SUCH INACCURACIES. IN THE EVENT ANY SUNS ARE DECLARED DUE AND PAYABLE BY ANY THIRD PARTY RELAYING TO PITKIN COUNTY TITLE, INC., INACCURATE INFORHATIOE THE PARTY RESPONSIBLE FOR SUCH AHOUNT(S) DUE AGREE TO PAY PROMPTLY SUCR SUMS OR AHOUNTS AS ARE CURRENTLY DUE AND PAYABLE. IN THE EVENT THAT A LIEN IS FILED FOE NONPAYMENT OF ANY SUCH AHOUNTS AND PITKIN COUNTY TITLE, INC., IS REQUIRED TO PAY ANY AHOUNTS IN ORDER TO PROTECT ITS INSURED, PURCHASER AND SELLER HEREBY INDEMNIFY PITKIN COUNTY TITLE, INC., FROM ANY LOSS, DAMAGE, SUIT OR LEGAL ACTIOE THAT HAY BE TAKEN BY ANY THIRD PARTIES AND PIT'IN COUNTY TITLE, INC., HAY FILE ANY LEGAL ACTION NECESSARY TO ENFORCE THIS INDEMNITY AND WILL BE ENTITLED TO ANY