EXHIBIT 10.1
[Colorado]
INDEMNITY
June 30, 2000
Promus Hotels, Inc.
755 Crossover Lane
Memphis, Tennessee 38117-4900
Attention: General Counsel
Loan: Purchase money financings aggregating $91,350,000
Borrower: Apple Suites, Inc.
Premises: 4950 Baseline Road, Boulder, Colorado
Dear Sirs:
Except to the extent of any existing liability of you and/or your
affiliates for Corrective Work with respect to Hazardous Materials currently in,
on or under the Property, for good and valuable consideration in hand received,
the undersigned, and if there are two or more signers, each of us, hereby
jointly and severally covenants and agrees for your benefit, in addition to, and
not in limitation of, any other rights and remedies available to you at law or
in equity, as follows:
1. Definitions: The following terms shall be defined as set forth
below.
(a) Corrective Work: The removal, relocation,
elimination, remediation or encapsulation of
Hazardous Materials from all or any portion of the
Property and (to the extent provided in Subparagraph
2(b) hereof) surrounding areas and, to the extent
thereby required, the reconstruction and
rehabilitation of the Property pursuant to, and in
compliance with, Governmental Requirements;
(b) Governmental Requirements: Any present and future (i)
federal, state or local laws, rules or regulations
and (ii) judicial or administrative interpretation
thereof, including any judicial or administrative
orders or judgments;
(c) Hazardous Materials: (i) Asbestos and polychlorinated
biphenyls and (ii) hazardous or toxic materials,
wastes and substances which are defined, determined
or identified as such (including petroleum products
if they are defined, determined or identified as
such) in,
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or subject to, any Governmental Requirements, in each
case in amounts in violation of applicable
Governmental Requirements;
(d) Indemnified Losses: Incurred damages, losses,
liabilities, costs and expenses of Corrective Work,
including, without limitation, obligations,
penalties, fines, impositions, fees, levies, lien
removal or bonding costs, claims, litigation,
demands, defenses, judgments, suits, proceedings,
costs, disbursements or expenses (including, without
limitation, attorneys' and experts' reasonable fees
and disbursements) of any kind and nature whatsoever,
including interest thereon;
(e) Loan Documents: The documents comprising the total
documentation pertaining to the Loan indicated above
made to, or for the benefit of, the above-named
Borrower, including, without limitation, and as
applicable, any loan agreement, building loan or
construction loan agreement, note, mortgage, deed of
trust, security agreement, assignment of leases and
rents, any guaranty or guaranties (whether of payment
and/or performance), pledge agreement, commitments,
letters of credit, assignment of partnership
interests, and all other instruments and documents
evidencing, securing, or collateral to, the Loan;
(f) Property: The land more particularly described in
Exhibit A hereto attached and as indicated above,
together with the buildings, improvements, structures
and betterments now or hereafter existing thereon or
thereunder.
2. (a) Except as hereinafter limited in Paragraph 9 and
Subparagraphs 2(b) and 2(c), the undersigned covenant and
agree, at their sole cost and expense, to indemnify, protect
and save you harmless against and from any and all Indemnified
Losses which may at any time be imposed upon, incurred by or
asserted or awarded against you arising from, out of,
attributable to or by reason of, the:
(i) nonperformance or delayed performance and
completion of Corrective Work; or
(ii) enforcement of this Indemnity or the assertion
by the undersigned of any defense to its obligations
hereunder (except the successful defense of actual
performance not subject to further appeal);
whether the Indemnified Losses arise before, during or after,
enforcement of the remedies and rights available to you under
the Loan Documents, including the acquisition of title to all
or any portion of the Property by you or your successors or
affiliates (as such terms are defined in Paragraph 8(a)
hereof).
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(b) The Indemnified Losses shall not extend to the costs
of Corrective Work pertaining to surrounding areas if the
applicable Hazardous Materials did not originate from any
portion of the Property, unless the removal of the Hazardous
Materials from the surrounding areas by Borrower is
necessitated by Governmental Requirements.
(c) If you, or any of your successors or affiliates, take
(i) title to the Property at a foreclosure sale, at a
sale pursuant to a power of sale under a mortgage or
deed of trust, or by deed in lieu of foreclosure, or
by exercise of other remedial rights; or
(ii) possession, custody and control of the Property
as a mortgagee-in-possession or through court
designated receiver and Borrower, and its successors
or affiliates, never reacquire such possession,
custody and control,
then the Indemnified Losses shall not include or apply to
Hazardous Materials which are initially placed on, in or under
all or any portion of the Property at any time thereafter.
3. (a) So long as Borrower is in possession, custody and control
of the Property you agree that prior to the undertaking of
Corrective Work by you, the Borrower or the undersigned may at
their sole cost and expense contest the Governmental
Requirements and/or perform any Corrective Work, provided that
at all times all of the following conditions are continuously
satisfied in full:
(i) no uncured event of default (other than as
related to the Hazardous Materials involved in such
contest or Corrective Work) exists under any of the
Loan Documents;
(ii) you (and your agents, officers, directors,
servants, employees, contractors and shareholders)
shall not be subject to any criminal or other
penalties, fines, costs or expenses, by reason of
such contest or Corrective Work or any delays in
connection therewith;
(iii) unless the undersigned has instituted a contest
as permitted hereunder with respect to any Corrective
Work, the undersigned shall commence the Corrective
Work promptly after obtaining actual knowledge of the
Hazardous Materials on, in, under or affecting the
Property or any surrounding areas, but at least
fifteen (15) days prior to commencement of such
Corrective Work, submit to you in conformity with
your reasonable requirements (which requirements
may not create conditions which violate Governmental
Requirements), reasonably detailed plans for such
Corrective Work complying with Governmental
Requirements. If, within said fifteen (15)-day
period, you, in your reasonable
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judgment, reject such plans, the undersigned shall
promptly submit revised plans conforming to your
reasonable requirements to you for your approval. If
within fifteen (15) days from your receipt of the
original plans, or revised plans, you fail to approve
or reject such original plans, or revised plans, as
the case may be, the same shall be deemed accepted by
you. All Corrective Work shall be performed in
compliance with such approved original or revised
plans;
(iv) a contest, if instituted, shall be instituted
promptly after the undersigned, or Borrower, obtains
actual knowledge of an action, suit, proceeding, or
governmental order or directive which asserts any
obligation or liability affecting all or any portion
of the Property, or Borrower or any of the
undersigned and diligently prosecuted until a final
judgment is obtained;
(v) Corrective Work shall be instituted promptly
following an unsuccessful nonappealable completion of
the contest and shall be diligently prosecuted until
the Hazardous Materials involved in the contest are
removed, relocated, encapsulated and/or disposed of
as required by the Governmental Requirements;
(vi) the undersigned shall notify you within ten (10)
days after commencement of such contest or Corrective
Work and shall render to you a written monthly report
detailing the progress thereof including such
information as you shall reasonably request; and
(vii) if you are named in any action or proceeding as
a necessary party or as a party defendant relating to
matters covered by this Indemnity, you agree to
utilize counsel designated by the undersigned,
subject to your right of approval, not to be
unreasonably withheld or delayed. If you are not
named in any such action or proceeding, you, at your
expense, shall have the right (but not the
obligation) to join in any action or proceeding in
which the undersigned or Borrower contests any
Governmental Requirements.
So long as all of such conditions are continuously satisfied,
you agree that you will not enter into any settlement
agreement binding upon the undersigned, or Borrower, without
their prior consent, which consent will not be unreasonably
withheld or delayed.
(b) Promptly after the receipt by you of written notice of any
demand or claim or the commencement of any action, suit or
proceeding in respect of any of the Indemnified Losses, you
shall notify the undersigned thereof in writing, but the
failure by you promptly to give such notice shall not relieve
the undersigned of any of their obligations under this
Indemnity,
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except to the extent of prejudice to any defense to such
Indemnified Losses resulting from such delay.
4. The liability of the undersigned under this Indemnity shall in
no way be limited or impaired by (a) any amendment or
modification of the Loan Documents; (b) any extensions of time
for performance required by any of the Loan Documents; (c) any
sale, assignment or foreclosure pursuant to the Loan Documents
or any sale or transfer of all or any part of the Property;
(d) any exculpatory provision in any of the Loan Documents
limiting your recourse to the Property or to any other
security, or limiting your rights to a deficiency judgment
against Borrower, or the undersigned; (e) the accuracy or
inaccuracy of any representations or warranties made to you
under the Loan Documents; (f) the release of Borrower or any
other person from performance or observance of any of the
agreements, covenants, terms or conditions contained in any of
the Loan Documents by operation of law, your voluntary act, or
otherwise; (g) the release or substitution, in whole or in
part, of any security for the note or other evidence of debt
issued pursuant to the Loan Documents; (h) your failure to
record or file any of the Loan Documents (or your improper
recording or filing of any thereof) or to otherwise perfect,
protect, secure or insure any security interest or lien given
as security for the note or other evidence of indebtedness
under the Loan Documents, (i) any other action or circumstance
whatsoever which constitutes, or might be construed to
constitute, a legal or equitable discharge or defense of
Borrower or others for their obligations under any of the Loan
Documents or of the undersigned for their obligations under
this Indemnity or (j) the invalidity, irregularity or
unenforceability, in whole or in part, of any of the Loan
Documents; and in any of such cases, whether with or without
notice to Borrower or the undersigned and with or without
consideration.
5. The undersigned (a) waive any right or claim of right to cause
a marshalling of the undersigned's assets or to cause you to
proceed against any of the security for the Loan Documents
before proceeding under this Indemnity or to cause you to
proceed against the undersigned in any particular order; (b)
agree that any payments required to be made hereunder shall
become due on demand; (c) waive and relinquish all rights and
remedies accorded by applicable law to indemnitors or
guarantors, except any rights of subrogation which the
undersigned may have, provided that (i) the indemnity provided
for hereunder shall neither be contingent upon the existence
of any such rights of subrogation nor subject to any claims or
defenses whatsoever which may be asserted in connection with
the enforcement or attempted enforcement of such subrogation
rights including, without limitation, any claim that such
subrogation rights were abrogated by any of your acts, and
(ii) the undersigned postpone and subordinate (A) the exercise
of any and all of their rights of subrogation to your rights
against the undersigned under this Indemnity and (B) any
rights of subrogation to any collateral securing the Loan
until the Loan shall have been paid in full.
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6. No delay on your part in exercising any right, power or
privilege under any of the Loan Documents shall operate as a
waiver of any such privilege, right or power.
7. Any one or more of the undersigned, or any other party liable
upon or in respect of this Indemnity or the Loan, may be
released from liability (in whole or in part) under this
Indemnity or the Loan Documents without affecting the
liability hereunder of any of the undersigned not so released.
8. (a) This Indemnity shall be binding upon the undersigned and
their respective heirs, personal representatives, successors
and assigns and shall inure to the benefit of and, where
applicable, shall be binding upon, you and your successors and
affiliates, which acquire all or any part of the Property by
any sale, assignment or foreclosure under the Loan Documents,
by deed or other assignment in lieu of foreclosure, or
otherwise, including if you, or such successor, affiliate or
participant, is the successful bidder at a foreclosure or
other remedial sale. For purposes of this Indemnity your (i)
"successors" shall mean successors by merger, consolidation or
acquisition of all or a substantial part of your assets and
business and (ii) "affiliates" shall mean your parent, if any,
or its successors as above defined and any direct or indirect
subsidiary or affiliate of your parent or its successors as
above defined.
(b) Except as provided in Subparagraph 8(a) above, the
obligations of the undersigned under this Indemnity shall not
inure to the benefit of (i) any other purchaser of the
Property at a foreclosure sale or a sale pursuant to a power
of sale or other remedial rights under the Loan Documents or
(ii) any subsequent holder of the Loan Documents unless such
holder is your successor, affiliate or participant as
hereinabove defined.
9. (a) Except as provided in Subparagraph 9(b) hereof, this
Indemnity shall terminate and be of no further force and
effect upon payment in full by Borrower or guarantor of all
principal, interest and other sums and costs evidenced or
secured by the Loan Documents, provided that at the time of
such full payment neither you, nor your successors or
affiliates, have, at any time, or in any manner, through
exercise of their remedial rights under the Loan Documents,
participated in the management or control of, taken possession
of, or title to, the Property or any portion thereof, whether
by foreclosure, deed in lieu of foreclosure, sale under power
of sale pursuant to the Loan Documents, or otherwise.
(b) Notwithstanding Subparagraph 9(a) above, the undersigned
agree that this Indemnity shall continue after full payment of
the Loan with respect to:
(i) litigation or administrative claims involving
Indemnified Losses pertaining to Hazardous Materials
covered by this Indemnity pending at the date of
payment in full of the Loan, and
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(ii) reasonable costs and expenses (including
experts' and attorneys' fees and disbursements)
incurred or expended by you in (A) enforcing
Subparagraph 2(a)(ii) of this Indemnity or (B) any
litigation, arbitration, administrative claims or
matters relating to any Indemnified Losses
subsequently arising within four (4) years after the
date of such full payment (hereinafter called
("Subsequent Claims") involving Hazardous Materials
on, in or under the Property, or if covered by this
Indemnity, any surrounding areas, but the
undersigned's obligation under this Indemnity as to
Subsequent Claims is hereby limited and shall not
extend to payment of any monetary awards or damages
against you but only to the costs and expenses above
mentioned. You agree to utilize counsel designated by
the undersigned (whether or not the undersigned are
also parties defendant in such matters) subject to
your right of approval, not to be unreasonably
withheld or delayed.
10. This Indemnity shall continue to be effective, or be
reinstated automatically, as the case may be, if at any time
payment, in whole or in part, of any of the obligations
indemnified against hereby is rescinded or otherwise must be
restored or returned by you (whether as a preference,
fraudulent conveyance or otherwise) upon or in connection with
the insolvency, bankruptcy, dissolution, liquidation or
reorganization of Borrower, any of the undersigned or any
other person, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar
officer for, Borrower, any of the undersigned or any other
person or for a substantial part of Borrower's, any of the
undersigned's or any of such other person's property, as the
case may be, or otherwise, all as though such payment had not
been made. Each of the undersigned further agrees that in the
event any such payment is rescinded or must be restored or
returned, all costs and expenses (including, without
limitation, legal fees and expenses) incurred by you or on
your behalf in defending or enforcing such continuance or
reinstatement, as the case may be, shall constitute costs of
enforcement which are covered by each of the undersigned's
indemnification obligations under this Indemnity.
11. Each of the undersigned represents and covenants to you that:
(i) if a corporation, partnership, venture, trust or
limited liability company, it is duly organized,
validly existing and in good standing under the laws
of the state of its formation and has full power and
authority to execute, deliver and perform this
Indemnity; each of the undersigned will preserve and
maintain such legal existence and good standing;
(ii) there are no actions, suits or proceedings
pending or threatened against or affecting Borrower
or any of the undersigned, at law, in equity or
before or by any governmental authorities except
actions, suits or proceedings which are fully covered
by insurance or would, if adversely determined, not
be likely to have a
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material adverse effect on Borrower's or any of the
undersigned's business or financial condition;
neither Borrower nor any of the undersigned is in
material default with respect to any order, writ,
injunction, decree or demand of any court or
governmental authorities;
(iii) the consummation of the transactions
contemplated hereby and the performance of this
Indemnity have not resulted and will not result in
any breach of, or constitute a default under, any
mortgage, deed of trust, lease, bank loan or credit
agreement, corporate charter, by-laws, partnership
agreement or other instrument to which any of the
undersigned is a party or by which any of the
undersigned may be bound or affected; and
(iv) each of the undersigned is in compliance with,
and the transactions contemplated by this Indemnity
do not and will not violate any provision of, or
require any filing, registration, consent or approval
under, any federal, state or local law, rule,
regulation, ordinance, order, writ, judgment,
injunction, decree, determination or award
(hereinafter, "Laws") presently in effect having
applicability to it; each of the undersigned will
comply promptly with all Laws now or hereafter in
effect having applicability to it.
12. You shall, at all times, at your discretion and expense, be
free to independently establish to your satisfaction the
existence or non-existence of any fact or facts, the existence
or non-existence of which is a condition of this Indemnity or
any of its provisions.
13. This Indemnity may be executed in one or more counterparts,
each of which shall be deemed an original. Said counterparts
shall constitute but one and the same instrument and shall be
binding upon each of the undersigned as fully and completely
as if all had signed but one instrument. The joint and several
liability of the undersigned shall be unaffected by the
failure of any of the undersigned to execute any or all of the
counterparts.
14. All notices hereunder shall be in writing and shall be deemed
to have been sufficiently given or served for all purposes
when sent by registered or certified mail, if to the
undersigned at their respective addresses stated on the
signature page hereof and if to you, at your address indicated
above, or at such other address of which a party shall have
notified the party giving such notice in writing in accordance
with the foregoing requirements.
15. No provision of this Indemnity may be changed, waived,
discharged or terminated orally, by telephone or by any other
means except by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or
termination is sought.
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16. THE UNDERSIGNED BY EXECUTION HEREOF, AND YOU, BY ACCEPTANCE
HEREOF, HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVE, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY YOU
ON THIS INDEMNITY, ANY AND EVERY RIGHT THEY MAY HAVE TO A
TRIAL BY JURY.
17. THIS INDEMNITY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TENNESSEE APPLICABLE TO THE INTERPRETATION, CONSTRUCTION AND
ENFORCEMENT OF INDEMNITIES (WITHOUT GIVING EFFECT TO
TENNESSEE'S PRINCIPLES OF CONFLICTS OF LAW). THE EXISTENCE OF
HAZARDOUS MATERIALS SHALL BE DETERMINED IN ACCORDANCE WITH
FEDERAL LAW AND STATE AND LOCAL LAWS OF THE STATE IN WHICH THE
PROPERTY IS LOCATED.
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18. THE UNDERSIGNED IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF ANY TENNESSEE STATE OR FEDERAL COURT SITTING
IN THE CITY OF MEMPHIS, STATE OF TENNESSEE, OVER ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDEMNITY AND THE UNDERSIGNED AGREE AND CONSENT THAT, IN
ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR
UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY ABOVE STATED COURT SITTING IN THE
CITY OF MEMPHIS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO THE UNDERSIGNED AT THEIR
RESPECTIVE ADDRESSES INDICATED ON THE SIGNATURE PAGE HEREOF,
AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE
SAME SHALL HAVE BEEN SO MAILED.
Very truly yours,
Indemnitor: Address Of Indemnitor:
---------- ---------------------
APPLE SUITES, INC., a 306 East Main Street
Virginia corporation Richmond, Virginia 23219
Attention: Mr. Glade M. Knight
By /s/ Glade M. Knight With a copy to:
---------------------------------
Name: Glade M. Knight
Title: President and Chairman Thomas E. Davis, Esq.
Jenkens & Gilchrist
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
This is to certify that this Indemnity was executed in my presence on
the date hereof by the parties whose signatures appear above in the capacities
indicated.
/s/ Jacquelyn B. Owens
---------------------------------
Notary Public
My commission expires:
6/30/03
---------------------------------
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[BOULDER]
SCHEDULE "A"
PARCEL I:
Lot 5,
THE MEADOWS ON THE PARKWAY
City of Boulder, County of Boulder, State of Colorado
according to the Plat which is recorded
in Plan File P-22, F-3, #26, 27 and 28.
PARCEL II:
A non-exclusive easement over and across that portion of Lot 3, The Meadows on
the Parkway, for ingress and egress, for Lots 4 and 5, The Meadows on the
Parkway, to and from Baseline Road, described as follows:
A strip of land 30.00 feet in width located in the Northeast 1/4 of the
Northwest 1/4 of Section 4, Township 1 South, Range 70 West of the 6th P.M., THE
MEADOWS ON THE PARKWAY, a subdivision in the City of Boulder, County of Boulder,
State of Colorado, said strip of land extending from a line that bears North
00(degree) 02' 30" West and South 00(degree) 02' 30" East through the True Point
of Beginning, Easterly to a line that bears North 00(degree) 02' 30" West and
South 00(degree) 02' 30" East through the Point of Termination and being 15.00
feet on each side of the following described Centerline:
Commencing at the Northwest Corner of the Northeast 1/4 of the Northwest 1/4 of
said Section 4, from which the North 1/4 Corner of said Section 4 bears North
89(degree) 57' 30" East, 1330.76 feet, thence North 89(degree) 57' 30" East,
30.00 feet along the North line of the Northwest 1/4 of said Section 4 to the
Northeast Corner of Frasier Meadows, a Subdivision in the County of Boulder,
State of Colorado, according to the recorded plat thereof; thence South
00(degree) 26' 50" West, 75.46 feet along the East line of said Frasier Meadows
to the Southwest Corner of that tract of land conveyed to the City of Boulder as
described in Warranty Deed recorded on Film 775 as Reception No. 022428 of the
records of Boulder County, Colorado; thence continuing South 00(degree) 26' 50"
West, 201.93 feet along the East line of said Frasier Meadows; thence north
89(degree) 57' 30" East, 170.00 feet; thence South 00(degree) 26' 50" West,
50.38 feet; thence North 89(degree) 57' 30" East, 218.20 feet; thence North
89(degree) 57' 30" East, 73.00 feet; thence North 00(degree) 02' 30" West, 34.27
feet to the TRUE POINT OF BEGINNING;
Thence South 89(degree) 13 '50" East, 142.41 feet to the POINT OF TERMINATION.
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SCHEDULE "A" (CONTINUED)
PARCEL III:
A non-exclusive easement over and across that portion of Lot 4, The Meadows on
the Parkway, for ingress and egress for Lot 5, The Meadows on the Parkway, to
and from Baseline Road, described as follows:
A strip of land 30.00 feet in width located in the Northeast 1/4 of the
Northwest 1/4 of Section 4, Township 1 South, Range 70 West of the 6th P.M., THE
MEADOWS ON THE PARKWAY, a subdivision in the City of Boulder, County of Boulder,
State of Colorado, said strip of land extending from a line that bears North
00(degree)02'30" West and South 00(degree)02'30" East through the True Point of
Beginning, Easterly and Southeasterly to a line that bears North
41(degree)43'50" West and South 41(degree)43'50" East through the Point of
Termination and being 15.00 feet on each side of the following described
Centerline:
Commencing at the Northwest Corner of the Northeast 1/4 of the Northwest 1/4 of
said Section 4, from which the North 1/4 Corner of said Section 4 bears North
89(degree)57'30" East, 1330.76 feet, thence North 89(degree)57'30" East, 30.00
feet along the North line of the Northwest 1/4 of said Section 4 to the
Northeast Corner of Frasier Meadows, a Subdivision in the County of Boulder,
State of Colorado, according to the recorded plat thereof; thence South
00(degree)26'50" West, 75.46 feet along the East line of said Frasier Meadows to
the Southwest Corner of that tract of land conveyed to the City of Boulder as
described in Warranty Deed recorded on Film 775 as Reception No. 022428 of the
records of Boulder County, Colorado; thence continuing South 00(degree)26'50"
West, 201.93 feet along the East line of said Frasier Meadows; thence North
89(degree)57'30" East, 170.00 feet; thence South 00(degree)26'50" West, 50.38
feet; thence North 89(degree)57'30" East, 218.20 feet; thence North
89(degree)57'30" East, 73.00 feet; thence North 00(degree)02'30" West, 34.27
feet; thence South 89(degree)13'50" East, 142.41 feet to the TRUE POINT OF
BEGINNING;
Thence South 89(degree)13' 50" East, 257.49 feet to a point of curve to the
right;
Thence Southeasterly 53.89 feet along the arc of said curve to a point tangent,
said arc having a radius of 65.00 feet, a central angle of 47(degree) 30' 00"
and being subtended by a chord that bears South 65(degree) 28' 50" East, 52.36
feet; thence South 41(degree) 43' 50" East, 124.39 feet to a point of curve to
the right;
Thence Southeasterly, 76.74 feet along the arc of said curve to a point tangent,
said arc having a radius of 365.00 feet, a central angle of 12(degree) 02' 45"
and being subtended by a chord that bears South 35(degree) 42' 28" East, 76.60
feet;
Thence South 29(degree)41' 05" East, 111.30 feet to a point of curve to the
right;
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SCHEDULE "A" (CONTINUED)
Thence Southeasterly, 72.92 feet along the arc of said curve to a point tangent,
said arc having a radius of 365.00 feet, a central angle of 11(degree) 26' 46"
and being subtended by a chord that bears South 23(degree) 57' 42" East, 72.80
feet;
Thence South 18(degree)14' 19" East, 62.01 feet to a point of curve to the
right;
Thence Southwesterly, 110.28 feet along the arc of said curve to a point
tangent, said arc having a radius of 95.00 feet, a central angle of 66(degree)
30' 33" and being subtended by a chord that bears South 15(degree) 00' 57" West,
104.19 feet;
Thence South 48(degree) 16' 13" West, 17.99 feet to the POINT OF TERMINATION.
PARCEL IV:
A non-exclusive easement over and across that portion of Lot 4, The Meadows on
the Parkway, for ingress and egress, for Lot 5, The Meadows on the Parkway, to
and from Baseline Road, described as follows:
A tract of land located in the Northeast 1/4 of the Northwest 1/4 of Section 4,
Township 1 South, Range 70 West of the 6th P.M., THE MEADOWS ON THE PARKWAY, a
subdivision in the City of Boulder, County of Boulder, State of Colorado,
described as follows:
Commencing at the Northwest Corner of the Northeast 1/4 of the Northwest 1/4 of
said Section 4, from which the North 1/4 Corner of said Section 4 bears North
89(degree) 57' 30" East, 1330.76 feet, thence North 89(degree) 57' 30" East,
30.00 feet along the North line of the Northwest 1/4 of said Section 4 to the
Northeast Corner of Frasier Meadows, a Subdivision in the County of Boulder,
State of Colorado, according to the recorded plat thereof; thence South
00(degree) 26' 50" West 75.46 feet along the East line of said Frasier Meadows
to the Southwest Corner of that tract of land conveyed to the City of Boulder as
described in Warranty Deed recorded on Film 775 as Reception No. 022428 of the
records of Boulder County, Colorado; thence continuing South 00(degree) 26' 50"
West, 201.93 feet along the East line of said Frasier Meadows; thence North
89(degree) 57' 30" East, 170.00 feet; thence South 00(degree) 26' 50" West,
50.38 feet, thence North 89(degree) 57' 30" East, 218.20 feet to the TRUE POINT
OF BEGINNING;
Thence North 89(degree)57' 30" East, 73.00 feet;
Thence North 00(degree)02' 30" West, 49.27 feet;
Thence North 89(degree)13' 50" West, 2.00 feet;
<PAGE>
SCHEDULE "A" (CONTINUED)
Thence North 00(degree) 02' 30" West, 208.46 feet to the South line of that
tract of land conveyed to the City of Boulder as described in Warranty Deed
recorded on Film 775 as Reception No. 022421 of the records of Boulder County,
Colorado;
Thence South 89(degree)57' 30" West, 69.00 feet along the South line of that
tract of land as described on said Film 775 as Reception No. 022421;
Thence South 00(degree)02' 30" East, 207.48 feet;
Thence North 89(degree) 13' 50" West, 2.00 feet to a point from which the True
Point of Beginning bears South 00(degree) 02' 30" East;
Thence South 00(degree) 02' 30" East, 50.30 feet to the TRUE POINT OF BEGINNING.
