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HomeMy WebLinkAboutcoa.lu.ca.517 & 521 E Hyman.0065.2012 THE CITY OF ASPEN City of Aspen Community Development Department CASE NUMBER 0065.2012.ASLU PARCEL ID NUMBERS 2737 182 24 004 PROJECTS ADDRESS 517 AND 521 HYMAN AVE (AKA ASPEN C) PLANNER SARA ADAMS CASE DESCRIPTION INSUBSTANTIAL SUBDIVISION AMENDMENT REPRESENTATIVE 60( R-, 2 16 Cc►�d !-(C?�hf, tD C DATE OF FINAL ACTION 10/10/2012 CLOSED BY ANGELA SCOREY ON: 12/04/13 2737 -� gZ - 2 - caoq d 2012 • W File Edit ReM Navot Form Reports Format Tab Hey ix Rgnglata lFq;Feeknin Y Fft]as jAtt9net)R*Ltoy J!iob !kdpq jabnfieWs ISubP_armts IParcek 0� Perri type eslu - Aspen Land Use Perri# 065.20 012.ASLU Address 517 AND 521 HYMAN AVE(AKA ASPEN C Wyk (ty ASPEN State CO by 61611 Pend ll nation Master Pug RoutigW FE Appied 10A01l012 .. ProA t Status pending AMA Des#b APPLICATION FOR MUBSTANTIAL SUBDIVISION AMENDMENT FOR VACANT Issued CORNER PARCEL AT HUNTER ST AND HYMAN AVE � 0 Suited STAN CLAUSEN 925 2323 Clod Running pays F70 Ezpres 10J2013 r: Owner Last name ASPEN CORE VENTURES,L W name CIO ANDREW t CCHi 601 EAST HYMAN AVE ASPEN CO 61611 Phone ( ) Address Appkal ©Owrar a appGcard? F CenUador a ocard? Last name Fist name W ANDREW HECHT 601 EAST HYMAN AVE ! ASPEN CO61611 Phone () Cust#29136 ---- Address Lender j last m W name — :_a Phone ( ) Address dd§ CL� � 2811 2 � S od AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.070 AND CHAPTER 26.306 ASPEN LAND USE CODE ADDRESS OF PROPERTY: �'� 5 Z. N Iy A)� Aspen, CO STATE OF COLORADO ) ss. County of Pitkin ) I, "T" uuLyK) A . KA,t 1A--F?-at �_4 (name, please print) being or representing an Applicant to the City of Aspen, Colorado, hereby personally certify that I have complied with the public notice requirements of Section 26.304.060 (E) or Section 26.306.010 (E) of the Aspen Land Use Code in the following manner: V Publication of notice: By the publication in the legal notice section of an official paper or a paper of general circulation in the City of Aspen at least fourteen (14) days after final approval of a site specific development plan. A copy of the publication is attached hereto. Publication of notice: By the publication in the legal notice section of an official Paper or a paper of general circulation in the City of Aspen no later than fifteen (15) days after an Interpretation has been rendered. A copy of the publication is attached hereto. jgn� l The foregoing "Affidavit of No�}ce:' was; ged before me this day PUBLIC NOTICE Of WITNESS MY HAND AND OFFICIAL SEAL DEVELOPMENT APPROVAL Notice is hereby given to the general public of the approval of a site specific development plan,and My Commission expires: �4'.—• 1 '�Q `S the creation of it vested property right pursuant to the Land Use Code of the City of Aspen and Title 24,Article 68,Colorado Revised Statutes,pertain- ing to the following legally described property: 517 E.Hyman Avenue(Lot E,Block 95),521 E.Hy- man Avenue(Units 1`nd 2 of the Benton Building Condominium,Lot F, lock 95),and the parking lot located at the southw Est corner of Hunter and Hu- tary PUbhC man Streets(Lots G, N,and I,Block 95),by order of the City of Aspen mmunity Development De- partment on October 0,2012. The Applicant re- ceived approval to amend the AspanCore Subdivi- sion Improvement Agreement to modify the timing requirements for submittal of a grading and drain- age plan.For further information contact Sara Ad- ATTACHMENTS• ams,at the City of Aspen Community Develop- men)Dept.78. S.Galena St,Aspen,Colorado COPY OF THE PUBLICATION (970)429-2776. s/City of Aspen Publish in The Aspen Times Weekly on October 18,2012.[8497429] NOTICE OF APPROVAL For an Insubstantial Subdivision Amendment to Aspen City Council Ordinance 5, Series of 2012, the AspenCore Subdivision, including 517 East Hyman Avenue (Lot E, Block 95), 521 East Hyman Avenue (Units 1 and 2 of the Benton Building Condominium, Lot F, Block 95) and the parking lot located at the southwest corner of Hunter and Hyman Streets (Lots G, H and I Block 95). Parcel ID Nos. 2737-182-54-001, 2737-182-54-002, 2737-182-54-800, 2737-182-24-002, 2737-182-24-004. APPLICANT: Aspen Core Ventures, LLC c/o Andrew V. Hecht, Esq., Garfield and Hecht, PC 601 East Hyman Ave. Aspen, CO 81611 970/925-1936 REPRESENTATIVE: Stan Clauson Associates, Inc. 412 North Mill Street Aspen, CO 81611 970/925-2323 SUBJECT& SITE OF AMENDMENT: City Council Ordinance 5, Series of 2012, AspenCore Lot 1 SUMMARY: The applicant requests approval to amend the submittal requirements for grading and drainage plans. Ordinance 5 specifies that grading and drainage be recorded as part of the Subdivision Improvements Agreement. The applicant submitted grading and drainage civil engineering drawings to the City Engineer to satisfy the requirement. However, the timeframe required by the City Engineer to review the detailed plans was not able to be accommodated within the 180 day requirement for recordation of the Subdivision Improvement Agreement. As such, both the City Engineer and the applicant agreed that it would be appropriate to delay approval of a grading and drainage plan until building permit issuance. STAFF EVALUATION: The request to amend the Subdivision to change the submittal requirements of the grading and drainage plan qualifies as a minor change that does not affect the conditions or representation limiting the approved development. Staff finds that the review criteria, Land Use Code Section 26.480.080(A) Insubstantial Amendment to Subdivision Development Order, are met. (italics and underline are for emphasis only). 26.480.080.A Insubstantial Amendment. An insubstantial amendment to an approved plat or between adjacent subdivision plats may be authorized by the Community Development Director. An insubstantial amendment shall be limited to technical or engineering consideration first discovered during actual development which could not reasonably be anticipated during the approval process or any other minor change to a plat which the Community Development Page 1 of 2 Directorfnds has not effect on the conditions and representations limiting the approved plat. DECISION: The Community Development Director finds the administrative application for an Insubstantial Subdivision Amendment to be consistent with the review criteria listed above and thereby,APPROVES the request. APP BY: Chn endon, Date Community Development Director Page 2 of 2 STAN CLAUSON ASSOCIATES INC landscape architecture. planning. resort design iCM� L'prj�j '?` T 412 North Mill Street Aspen, Colorado 81611 t.970/925-2323 f•970/92o-1628 W3Y 6 x info @scaplanning.com www.scaplanning.com l'l T 2012 6 October 2012 Ms. Sara Adams, AICP Senior Planner, City of Aspen 130 S. Galena Street, 3rd Floor Aspen, CO 81611 Re: Aspen Core / Insubstantial Subdivision Amendment Dear Ms. Adams: Please accept this letter on behalf of Aspen Core Ventures, LLC (the "Applicant") which will serve as our application for an insubstantial amendment to Ordinance 5, Series of 2012. The purpose of the amendment is to change the timing of the final approval of civil engineering drawings, including the grading and drainage plans for Aspen Core. This amendment is required in order to provide the City Engineering Department with sufficient time to review the civil engineering drawings, and has been authorized by the City Engineer. Code Response 26.480.080.Amendment to subdivision development order. A.Insubstantial amendment.An insubstantial amendment to an approved plat or between adjacent subdivision plats may be authorized by the Community Development Director.An insubstantial amendment shall be limited to technical or engineering considerations first discovered during actual development which could not reasonably be anticipated during the approval process or any other minor change to a plat which the Community Development Director finds has no effect on the conditions and representations limiting the approved plat. The proposed amendments to Sections 3 and 13 of Ordinance 5-2012 are as follows,with deleted language stricken and added language underlined: Section 3: Subdivision Pursuant to the procedures and standards set forth in Title 26 of the City of Aspen Municipal Code, the Aspen City Council hereby approves Subdivision of the properties located at 517 East Hyman Avenue (Lot E, Block 95), 521 East Hyman Avenue (Units 1 and 2 of the Benton Building Condominium, aka Lot F, Block 95) and the parking lot located at the southwest corner of Hunter and Hyman Streets (Lots G, H and I, Block 95) to merge the lots into one lot as follows: AspenCore, Lot 1 — Lots E, F, G, H, and I of Block 95, City and Townsite of Aspen containing two buildings including: 1) a mixed use building that includes an addition to 521 East Hyman Avenue aka "the Benton Building" and 2) a one story commercial building at 517 East Hyman Avenue aka"Little Annie's." M i Sara Adams, Senior Planner" Request for Insubstantial Amendment/ Aspen Core 6 October 2012 Page 2 w rv� A final Subdivision Plat and Subdivision Agreement that meets the requirements of Land Use Code § 26.480, Subdivision, shall be recorded in the Pitkin County Clerk and Recorder's Office within 180 days of the receipt of a Certificate of Appropriateness for Major Development by the Historic Preservation Commission. A building permit may be submitted prior to the recordation of the Subdivision Plat and Agreement, but may not be issued until said Plat and Agreement are recorded. Subdivision Agreement shall include at a minimum the following information: 1. An illustrative site plan of the project depicting the proposed improvement and the approved dimensional requirements. 3. Approved landscape plan. 4. Pedestrian enhancement plan. 5. Commitment to complete or actual completion of the restoration of the Benton Building pursuant to plans dated January 30, 2012 prior to receiving a certificate of occupancy or a conditional certificate of occupancy for any portion of the new mixed use building. 6. Commitment to provide $2 million toward restoration of the Benton Building and a process to account for the funds. 7. Commitment to complete all Public Improvements. Civil Engineering drawings, including a rg ading and drainage plan for the property, shall be submitted with the Building Permit application for approval by the City Engineer as part of the issuance of a Building Permit. Section 13: Engineering The Applicant's design shall be compliant with all sections of the City of Aspen Municipal Code, Title 21, Title 28, and all construction and excavation standards published by the Engineering Department. A construction management plan must be submitted in conjunction with the building permit application. A eompleted drainage report/plan as Plat.outlined in the Urban Runoff Managemeflt Plan shall be submitted and approved pr-ier- to rveor-dation of Final Plat and building pefmit issuanee for- the mixed use addition. A eemplete gFading report shall be submitted and appfeved prior-to r-eeer-dation of Final Civil Engineering drawings, including a completed drainage report/plan and complete grading report shall be submitted as part of the Building Permit application for the mixed- use addition. Failure to meet the standards in Title 21 and Title 28 may result in a physical change to the project and possible review by City Council and/or HPC to amend the design. Any transformers, telephone pedestals and any other above ground utility boxes will need to be located on the property instead of the ROW. i Sara Adams, Senior Planner, Request for Insubstantial Amendment/ Aspen Core 6 October 2012 , Page 3 The Applicant requests this insubstantial amendment to the change the timing for approval of the civil engineering drawings, including the grading and drainage plan. The timing is proposed to be changed from requiring that approved plans be included with the Subdivision Improvement Agreement (the "SIA"). As amended the plans would be submitted as part of the building permit application and approved in conjunction with building permit issuance. This insubstantial amendment is in response to the suggestion of the City Engineer, Tricia Aragon, P.E. The Applicant has been working with the City Engineer in connection with the approval of the engineering plans and associated documents to be made part of the SIA for Aspen Core. The Applicant has a deadline of 9 October 2012 to record the SIA and related plans. Ms. Aragon has informed the applicant that she will not be able to complete her review of the civil engineering drawings by this date. This amendment therefore relates to technical and engineering considerations that will have no effect on the conditions and representations limiting the approved plat. As such, it may be approved as an insubstantial amendment to be authorized by the Community Development Director. We include with this letter the following items: 1. Completed Land Use Form; 2. Letter of Authorization; 3. Proof of Ownership; 4. Pre-application Conference Summary, dated 2 October 2012, and 5. Check in the amount of $1,525.00 with signed fee agreement. Very truly yours, r Stan Clauson, AICP, ASLA STAN CLAUSON ASSOCIATES, INC. Attachments as noted above Cc: Nikos Hecht, Aspen Core Ventures, LLC i I ATTACHMENT 2—LAND USE APPLICATION 10! T 9 2012 PROJECT: Name: Aspen Core r)EV E L0Pr C. Location: vacant corner parcel at Hunter St.and Hyman Ave., 521 E. Hyman Avenue,and 517 E. Hyman Ave. Indicate street address,lot&block number,legal description where appropriate) Parcel ID#(REQUIRED) 273718224004 corner parcel),273718254001 521 E. Hyman),and 273718224002 517 E. Hyman) APPLICANT: Name: Aspen Core Ventures, LLC Address: c/o Andrew V. Hecht, Esq.,Garfield&Hecht, PC,601 East Hyman Avenue,Aspen, CO 81611 Phone#: 970-925-1936 REPRESENTATIVE: Name: Stan Clauson,AICR ASLA, Stan Clauson Associates, Inc. Address: 412 N. Mill Street,Aspen,CO 81611 Phone#: 970-925-2323 TYPE OF APPLICATION:(please check all that apply): ❑ GMQS Exemption ❑ Conceptual PUD ❑ Temporary Use ❑ GMQS Allotment ❑ Final PUD(&PUD Amendment) ❑ Text/Map Amendment ❑ Special Review ❑ Subdivision ❑ Conceptual SPA ❑ ESA—8040 Greenline,Stream ❑ Subdivision Exemption(includes ❑ Final SPA(&SPA Margin,Hallam Lake Bluff, condominiumization) Amendment) Mountain View Plane ❑ Commercial Design Review ❑ Lot Split ❑ Small Lodge Conversion/ Expansion ❑ Residential Design Variance ❑ Lot Line Adjustment Q Other: ❑ Conditional Use Insubstantial Subdivision Amendment EXISTING CONDITIONS: (description of existing buildings,uses,previous approvals,etc. The comer of Hunter and Hyman is currently a vacant commercial lot being used as a parking lot, 521 E. Hyman contains a partially occupied commercial building commonly known as the Benton Building, and 517 E. Hyman contains a commercial building which house the Little Annie's Eating House restaurant. PROPOSAL: (description of proposed buildings,uses,modifications,etc. The applicant seeks an insubstantial amendment to change the approved timing of the civil engineering drawings, including the grading and drainage plans, in Ordinance 5, Series 2012 to receipt of an approval at issuance of building permit. Have you attached the following? FEES DUE:S 1,525 Q Pre-Application Conference Summary ® Attachment#1,Signed Fee Agreement ❑ Response to Attachment#3,Dimensional Requirements Form ® Response to Attachment#4,Submittal Requirements-Including Written Responses to Review Standards ❑ 3-D Model for large project All plans that are larger than 8.5"X 11"must be folded. A disk with an electric copy of all written text (Microsoft Word Format)must be submitted as part of the application. Large scale projects should include an electronic 3-D model. Your pre-application conference summary will indicate if you must submit a 3-D model. Aspen Core Ventures, LLC c/o Andrew V. Hecht, Esq. Garfield & Hecht, PC 601 East Hyman Avenue Aspen,CO 81611 21 July 2011 Chris Bendon, AICP Director, Community Development Department City of Aspen 130 S. Galena Street,3,d Floor Aspen, CO 81611 RE: Owner's Authorization Dear Chris: This letter is to certify that I, Nikos Hecht,Managing Member of Aspen Core Ventures, LLC, which is the owner of a vacant parcel located at the corner of Hunter and Hyman Streets,Aspen, Colorado as well as two adjacent commercial buildings immediately to the west,give Stan Clauson Associates, Inc.and its staff permission to represent us in discussions with the City of Aspen regarding the development of the property. Aspen Core Ventures, LLC has retained this firm to represent us in the application for this project. If you have any other questions regarding this matter,please contact me. Their contact information is as follows: Stan Clauson, AICP, ASLA Stan Clauson Associates, Inc. 412 N Mill Street Aspen,CO 81611 Tel (970)925-2323 Fax (970)920-1628 Very Truly Yours, Nikos He ht Managing Member Aspen Core Ventures, LLC 9 2012 . CITY OF ASPEN " PRE-APPLICATION CONFERENCE SUMMARY y PLANNER: Sara Adams,429-2778 DATE: 10/2/2012 PROJECT: 517 and 521 East Hyman Avenue(aka AspenCore) REPRESENTATIVE: Don Carpenter,don(a)proiectresourceco.com DESCRIPTION: The applicant proposes to amend Section 3 of Ordinance 5, Series of 2012 to change the timing of the grading/drainage plan from inclusion of an approved plan in the Subdivision Improvements Agreement to receipt of an approved prior to building permit issuance. The property owner shall submit an application for an Insubstantial Subdivision Amendment, which is an administrative review. The Subdivision Amendment will propose language that is acceptable to Community Development, Engineering Department and the City Attorney's offices in the form of a recordable letter that is signed by the Community Development Director and the owner of the property. Land Use Code Section(s) 26.304 Common Development Review Procedures 26.480.080.A Insubstantial Subdivision Amendment Land Use Code: http://www.aspenpitkin.com/Departments/Community-DevelopmenUPlanning-and- Zoning/Title-26-Land-Use-Code/ Land Use Application: http://www.aspenPitkin.com/Portals/0/docs/City/Comdev/Apps%20and%20Fees/landuseappform.pdf Review by: -Staff for complete application Planning Fees: $1,260 for an administrative planning review. This includes 4 hours of staff review time. Additional time over 4 hours will be billed at$315 per hour. Referral fee: $265 for engineering. Total Deposit: $1,525. To apply, submit the following information: 1. Total deposit for review of the application. 2. Completed Land Use Application Form. 3. A letter signed by the applicant,with the applicant's name, address and telephone number in a letter signed by the applicant, which states the name, address and telephone number of the representative authorized to act on behalf of the applicant. 4. Street address and legal description of the parcel on which development is proposed to occur, consisting of a current certificate from a title insurance company,or attorney licensed to practice in the State of Colorado, listing the names of all owners of the property, and all mortgages,judgments, liens, easements, contracts and agreements affecting the parcel, and demonstrating the owner's right to apply for the Development Application. 5. A written description of the proposal and an explanation in written form of how the proposed development complies with the review standards. 6. Draft amendment to the subdivision improvement agreement 7. 1 Copies of the complete application. Disclaimer: The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning,which is subject to change in the future, and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTMENT c- Agreement for Payment of Cky of Aspen Development Application Fees CITY OF ASPEN(hereinafter CITY)and Aspen Core Ventures, LLC r;, (hereinafter APPLICANT)AGREE AS FOLLOWS, 1. APPLICANT has submitted to MY an application for Insubstantial Subdivision Amendment (hereinafter,THE PROJECT). 2. APPLICANT understands and agrees that the City of Aspen has an adopted fee structure for Land Use applications and the payment of all processing fees is a condition precedent to a determination of application completeness. 3. APPLICANT and CITY agree that because of the size,nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT and CITY ft'farther agree.that it is in the interest of the parties that APPLICANT make payment of an initial deposit and to thereafter permit additional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costs may accrue following their hearings and/or approvals. APPLICANT agrees he will be benefited by retaining greater cash liquidity and will make additional payments upon notification by the CITY when they are necessary as costs are incurred. CITY agrees it will be benefited through the greater certainty of recovering its full costs to process APPLICANT'S application. 4. CITY and APPLICANT ftirther agree that it is impracticable for CITY staff to complete processing or present sufficient information to the Historic Preservation Commission, Planning and Zoning Commission and/or City Council to enable the Historic Preservation Commission, Planning and Zoning Commission and/or City Council to make legally required findings for project consideration,unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees that in consideration of the CITY's waiver of its fight to collect full fees prior to a determination of application completeness, APPLICANT shall pay an initial deposit in the amount of$ 1,525 which is for 4 hours of Community Development staff time, and if actual recorded costs exceed the initial deposit APPLICANT shall pay additional monthly billings to CITY to reimburse the CITY for the processing of the application mentioned above,including post approval review at a rate of$245.00 per planner hour over the initial deposit. Such periodic payments shall be made within 30 days of the bitting date. APPLICANT further agrees that failure to pay such accrued costs shall be grounds for suspension of processing,and in no case will building permits be issued until all costs associated with case processing have been paid. CITY OF ASPEN APPLICANT By: By: Chrits Bendon Nikos Hecht,Mangging)"ember Community Development Director Date., /,-,7/i!X/,ze Billing Address and Telephone Number: clo,Garfield&Hecht,PC,attn:Andrew V Hecht,Esq. 601 East Hyman Avenue Aspen,CO 81611 i Fidelity National Title Insurance Company i Policy Number: 27-031-06- 109526 ` OWNER'S POLICY OF TITLE INSURANCE Issued by Fidelity National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B,AND THE CONDITIONS,FIDELITY NATIONAL TITLE INSURANCE COMPANY,a California corpora- tion(the"Company")insures,as of Date of Policy and,to the extent stated in Covered Risks 9 and 10,after Date of Policy, against loss or damage,not exceeding the.Amount of Insurance,sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress, incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii)a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or deliv- ered; (iv)failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified,expired,or otherwise invalid power of attorney; (vi) a document not properly filed,recorded,or indexed in the Public Records including failure to perform those acts . by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing im- provements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)restricting,regulating,prohibiting, or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice, describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. FORM 27-031-06 ALTA Owner's Policy(6-17-06) 6. An enforcement action based on the exercise of a governmental poli ce power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. �{ 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the i Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency, or similar creditors'rights laws;or (b) because the.instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records (i) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs,attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided in the Conditions. IN WITNESS WHEREOF,FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. i Fidelity National Title Insurance Company SEAL ATTEST Piesidenl. Countersigned: Authorized Signature I. I FORM 27-031-06 ALTA Owner's Policy(6-17.06) FIDELITY NATIONAL TITLE INSURANCE COMPANY 4643 S. Ulster, Suite 500 Denver, GO 80237 + Phone (720)200-1200 Fax(303)771-5385 January 31, 2011 X Aspen Core Ventures, LLC, a Colorado limited liability company c/o Garfield Hect, 601 E Hyman Ave Aspen, CO 81611 Policy Number: 27-031-06-109526 Our File Number: F229015 Amount of Coverage: $ 17,750,000.00 Properly Address: Pitkin County, CO Dear Property Owner: Fidelity National Title Insurance Company would like to thank you for letting us be of service in providing the enclosed title insurance policy. This valuable document insures good and marketable title to your property. Please take a few minutes to read your policy. We will be happy to answer any questions you may have regarding this policy. Just call our central title files office at the number and address above. Should you decide to sell the property described in Schedule A of your policy or if you are required to furnish a new title commitment for mortgage purposes, you may be entitled to a credit toward future title insurance expenses. Fidelity National Title Insurance Company will retain a copy of the enclosed title policy, and, in the event that you do need further services, we will be in a position to again serve you promptly and efficiently. We sincerely appreciate your business! Thank You, licy Department delity National Title Insurance Company FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY SCHEDULE A FILE NUMBER: POLICY NUMBER: DATE OF POLICY: AMOUNT OF INSURANi F229015 27-031-06-109526 November 10,2010 $17,750,000.00 at 5:00 PM 1. Name of Insured: Aspen Core Ventures, LLC, a Colorado limited liability company 2. The estate or Interest In the land described herein which Is covered by this policy is: fee simple 3. The estate or Interest referred to herein is at Date of Policy vested in: Aspen Core Ventures, LLC, a Colorado limited liability company 4. The land referred to in this policy Is described as follows: SEE SCHEDULE C ATTACHED HERETO This policy valid only if Schedule B is attached. FORM 3218 FIDELITY NATIONAL TITLE INSURANCE COMPANY 1 of 2 OWNER'S POLICY SCHEDULE B Policy Id: 27-031-06-109526 Office File Number: F229015 R This policy does not insure against loss or damage by reason of the following: 1. Taxes and assessments for the year 2010 and subsequent years a lien but not yet due or payable. THE FOLLOWING EXCEPTIONS AFFECT PARCEL ONE: 2. Any mine of gold, silver, cinnabar, or copper or any valid mining claim or possession held under existing laws, as reserved by M. C. Miller, County and Probate Judge of Pitkin County, Colorado, in the Deed recorded December 31, 1887, in Book 59 at Page 323. 3. Terms, agreements, provisions, conditions and obligations as contained in Party Wall Agreement recorded Annum 29, 1980, In Book 382 at Page 866. 4. Those covenants, conditions, obligations, easements and restrictions which are a burden to the Condominium Unit described in Schedule A, and set forth in the Condominium Declaration recorded December 18, 1987, In Book 553 at Page 375. 5. Easements, rights of way and all other matters as shown on the Plat of The Benton Building Condominium, filed February 2, 1988, in Plat Book 20 at Page 57. 6. Terms, agreements, provisions, conditions and obligations as contained in Encroachment Agreement recorded August 15, 1990, in Book 627 at Page 454. 7. Terms, agreements, provisions, conditions and obligations as contained in Revocable Encroachment License recorded July 1,2005, at Reception No. 511897. THE FOLLOWING EXCEPTIONS AFFECT PARCEL TWO: 8. Any mine of gold, silver, cinnabar, or copper or any valid mining claim or possession held under existing laws, as reserved by M. C. Miller, County and Probate Judge of Pitkin County, Colorado, in the Deed recorded December 31, 1887, in Book 59 at Page 323. 9. The full,free and perpetual right to dig,work, search for, mine add remove all ores and mineral bearing rock and earth underneath subject property, as granted to James D. Hooper in the Deeds recorded June 18, 1891, in Book 98 at Page 537, July 31, 1891, its Book 105 at Page 129 and October 5.1959, in Book 189 at Page 21. 10. Terms, agreements, provisions, conditions and obligations as contained in Notice of Historic Designation recorded January 13, 1975, In Book 295 at Page 515. THE FOLLOWING EXCEPTIONS AFFECT PARCELTHREE: 11. Any mine of gold, silver, cinnabar, or copper or any valid mining claim or possession held under existing laws, as reserved by M. C. Miller, County and Probate Judge of Pitkin County, Colorado, in the Deed recorded December 31, 1887, in Book 59 at Page 323. 12. The full, free and perpetual right to dig,work, search for, mine and remove all ores and mineral bearing rock and earth underneath subject property, as granted to James D. Hooper in the Deeds recorded June 18, 1891, in Book 98 at Page 537, July 31, 1891, in Book 105 at Page 129 and October 5,1959, in Book 189 at Page 21. 13. Terms, agreements, provisions, conditions and obligations as contained in Notice of Historic Designation recorded January 13, 1975, in Book 295 at Page 515. FIDELITY NATIONAL TITLE INSURANCE COMPANY 2 of 2 . OWNER'S POLICY SCHEDULE B Policy Id:27-031-06-109526 Office File Number: F229015 s 14. Terms, agreements. provisions, conditions and obligations as contained in Multipurpose Easement Agreement Electric and Communication Utilities recorded June 15, 1976, in Book 313 at Page 255. 15. Terms, agreements, provisions, conditions and obligations as contained in Party Wall Agreement recorded January 29, 1980, in Book 382 at Page 866. 16. The Following As shown on the Improvement Survey of(parcel Two) Prepared by Aspen Survey Engineers, Inc. Job No. 15214 A. Building/Conc. pad encroaches 0.7'into the Alley FIDELITY NATIONAL TITLE INSURANCE CON rued Signatory Issued at: DENVER, COLORADO FORM 3586 R-9-76 File Number: F229015 ENDORSEMENT Issued by FIDELITY NATIONAL TITLE INSURANCE COMPANY Attached to and forming a part of Policy No. 27-031-06-109526 Form 100.31 The Company hereby insures the Insured against loss which the Insured shall sustain by reason of physical, but not aesthetic, damage to Improvements existing on the land at Date of Policy or constructed thereon thereafter resulting from the exercise subsequent to the Date of Policy of any rights to use the surface of the land under the mineral interest referred to in Exception No.2, 8, 9, 11 and 12 of Schedule B ("the mineral rights'), subject, however, to the following terms and conditions: 1. The Insured shall notify the Company promptly in writing In case knowledge shall come to an Insured hereunder of any actual or threatened exercise of the mineral rights. 2. The Company shall have the right, at its cost, to take any action which In its opinion may be necessary or desirable in order for the Company to avoid or minimize the extent of its liability under this endorsement, Including, but not limited to any or all of the following: (a) In the Company's own right, or in the name of the Insured for the Company's benefit, to institute, prosecute and pursue to final determination any proceedings at law or in equity, or before any municipal, administrative, or regulatory tribunal or board; (b) In the Company's own right, or in the name of the Insured for the Company's benefit, to compel the giving of security bond or undertaking by the person or persons from whom the Insured or such borrower is entitled by law to such security, bond or undertaking, and in the same amount or amounts to which the Insured would have been so entitled had this endorsement not been issued; and (c) To retain or be paid out of any such security, bond or undertaking, or out of any compensation or funds recovered by the Company or the Insured such amount as will reimburse the Company for all payments made to the Insured by the Company by reason of the insurance afforded by this endorsement, together with all costs and expenses incurred by the Company in connection therewith, including attomeys'fees. 3. No rights, benefits or defenses are intended to or shall be deemed to flow or be made available to any person or entity other than the Insured by reason of the insurance afforded by this endorsement, and the Insured agrees that all of the Insured's rights and remedies against third parties relating to the subject matter of this endorsement shall be deemed to have remained Intact, in the same manner as if this endorsement had not been issued. This endorsement is made apart of the policy. It Is subject to all the terms of the policy and prior endorsements. Except as expressly stated on this endorsement, the terms, dates and amount of the policy and prior endorsements are not changed. Dated: November 10, 2010 FIDELITY NATIONAL TITLE INSURANCE COMPANY rized Signatory Issued at: DENVER,COLORADO Endorsement 100.31 (Mineral.Protection-Improve, Present&Future-Not Aesthetics-Owner's) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason.' of: 1. (a) Any law,ordinance,permit,or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land; (iii) the'subdivision of land;or 1 (iv) environmental protection; or the effect of any violation of these laws,ordinances,or governmental regulations. This Exclusion i(a)does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental'police power. This Exclusion I(b)does not modify or limit the coverage provided tinder Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or S. 3. Defects,liens,encumbrances,adverse claims,or other matters : (a) +!created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no.loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however,this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Titie. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer;or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1.DEFINITION OF TERMS Covered Risk 5(d),"Public Records"shall also include environmental pro- The following terms when used in this policy mean: tection liens filed in the records of the clerk of the United States District (a) "Amount of Insurance": The amount stated in Schedule A,as may be in- Court for the district where the Land is located. creased or decreased by endorsement to this policy,increased by Section (j) 'Title": The estate or interest described in Schedule A. M),or decreased by Sections 10 and 11 of these Conditions. (k) "Unmarketable Title":Title affected by an alleged or apparent matter that (b) "Date of Policy": The date designated as"Date of Policy"in Schedule A. would permit a prospective purchaser or lessee of the Title or lender on the (c) "Entity": A corporation,partnership,trust,limited liability company,or Title to be released from the obligation to purchase,lease,or lend if there is other similar legal entity. a contractual condition requiring the delivery of marketable title. (d) "Insured": The Insured named in Schedule A. (i) The term"Insured"also includes 2.CONTINUATION OF INSURANCE (A) successors to the Title of the Insured by operation of law as dis- The coverage of this policy shall continue in force as of Date of Policy in favor of tinguished from purchase,including heirs,devisees,survivors, an Insured,but only so long as the Insured retains an estate or interest in the Land,or personal representatives,or next of kin; holds an obligation secured by a purchase money Mortgage given by a purchaser from (B) successors to an Insured by dissolution,merger,consolidation, the Insured,or only so long as the Insured shall have liability by reason of warranties distribution,or reorganization; in any transfer or conveyance of the Title. This policy shall not continue in force in (C) successors to an Insured by its conversion to another kind of favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or tntity; (ii)an obligation secured by a purchase money Mortgage given to the Insured. (D) a grantee of an Insured under a deed delivered without payment of actual valuable cousideration conveying the Title 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT (1) if the stock,shares,memberships,or other equity interests The Insured shall notify the Company promptly in writing(i)in case of any litigation of the grantee are wholly-owned by the named Insured, as set forth in Section 5(a)of these Conditions,(ii)in case Knowledge shall come to an (2) if the grantee wholly owns the named Insured, Insured hereunder of any claim of title or interest that is adverse to the Title,as insured, (3) if the grantee is wholly-owned by an affiliated Entity of and that might cause loss or damage for which the Company may be liable by virtue of the named Insured,provided the affiliated Entity and the this policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If the named Insured are both wholly-owned by the same person Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, or Entity,or the Company's liability to the Insured Claimant under the policy shall be reduced to (4) if the grantee is a trustee or beneficiary of a trust created the extent of the prejudice. by a written instrument established by the Insured named in Schedule A for estate planning purposes. 4. PROOF OF LOSS (ii) With regard to(A),(B),(C),and(D)reserving,however,all rights In the event the Company is unable to determine the amount of loss or damage,the and defenses as to any successor that the Company would have had Company may,at its option,require as a condition of payment that the Insured Claimant against any predecessor Insured. furnish a signed proof of loss. The proof of loss must describe the defect,lien, (e) 'Insured Claimant"; An Insured claiming loss or damage. encumbrance,or other matter insured against by this policy that constitutes the basis of (f) "Knowledge"or"Known": Actual knowledge,not constructive knowledge loss or damage and shall state,to the extent possible,the basis of calculating the amount or notice that may be imputed to an Insured by reason of the Public Records of the loss or damage. or any other records that impart constructive notice of matters affecting the Title. S. DEFENSE AND PROSECUTION OF ACTIONS (g) "Land": The land described in Schedule A,and affixed improvements that (a) Upon written request by the Insured,and subject to the options contained in by law constitute real property.The term"Land"does not include any prop- Section 7 of these Conditions,the Company,at its own cost and without erty beyond the lines of the area described in Schedule A,nor any right, unreasonable delay,shall provide for the defense of an Insured in litigation title,interest,estate,or easement in abutting streets,roads,avenues,alleys, in which any third party asserts a claim covered by this policy adverse to lanes,ways,or waterways,but this does not modify or limit the extent that the Insured. This obligation is limited to only those stated causes of action a right of access to and from the Land is insured by this policy. alleging matters insured against by this policy. The Company shall have the (h) "Mortgage": Mortgage,deed of trust,asst deed,or other security instru- right to select counsel of its choice(subject to the right of the Insured to ment;including one evidenced by electronic means authorized by law. object for reasonable cause)to represent the Insured as to those stated causes (i) "Public Records":Records established understate statutes at Date of Policy of action. It shall not be liable for and will not pay the fees of any other for the purpose of imparting constructive notice of matters relating to real counsel. The Company will not pay any fees,costs,or expenses incurred property to purchasers for value and without Knowledge. With respect to by the Insured in the defense of those causes of action that allege matters not insured against by this policy. rized by the Company up to the time of payment and that the Com- b) The Company shall have the right,in addition to the options contained in pany is obligated to pay. Section 7 of these Conditions,at its own cost,to institute and prosecute any Upon the exercise by the Company of either of the options provided for in action or proceeding or to do any other act that in its opinion may be neces- subsections(b)(i)or(ii),the Company's obligations to the Insured under sary or desirable to establish the Title,as insured,or to prevent or reduce this policy for the claimed loss or damage,other than the payments required loss or damage to the Insured The Company may take any appropriate to be made,shall terminate,including any liability or obligation to defend, action under the terms of this.policy,whether or not it shall be liable to the prosecute,or continue any litigation. 1 Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its &DETERMINATION AND EXTENT OF LIABILITY rights under this subsection,it must do so diligently. This policy is a contract of indemnity against actual monetary loss or damage (c) Whenever the Company brings an action or asserts a defense as required or sustained or incurred by the Insured Claimant who has suffered loss or damage by permitted by this policy,the Company may pursue the litigation to a final reason of matters insured against by this policy. determination by a court of competent jurisdiction,and it expressly reserves (a)The extent of liability of the Company for loss or damage under this policy the right,in its sole discretion,to appeal any adverse judgment or order. shall not exceed the lesser of .(i) the Amount of Insurance;or 6. DUTY OF INSURED CLAIMANT TO COOPERATE (ii) the difference between the value of the Title as insured and the value (a) In all cases where this policy permits or requires the Company to prosecute of the Title subject to the risk insured against by this policy. or provide for the defense of any action or proceeding and any appeals,the (b) If the Company pursues its rights under Section 5 of these Conditions and is Insured shall secure to the Company the right to so prosecute or provide unsuccessful in establishing the Title,as insured, defense in the action or proceeding,including the right to use,at its option, (i) the Amount of Insurance shall be increased by 10%,and the name of the Insured for this purpose. Whenever requested by the Com- (ii) the Insured Claimant shall have the right to have the loss or damage pany,the Insured,at the Company's expense,shall give the Company all determined either as of the date the claim was trade by the Insured reasonable aid(i)in securing evidence,obtaining witnesses,prosecuting or Claimant or as of the date it is settled and paid, defending the action or proceeding,or effecting settlement,and(ii)in any (c) In addition to the extent of liability under(a)and(b),the Company will also other lawful act that in the opinion of the Company may be necessary or pay those costs,attorneys'fees,and expenses incurred in accordance with desirable to establish the Title or any other matter as insured. If the Com- Sections 5 and 7 of these Conditions. pany is prejudiced by the failure of the Insured to furnish the required coop- eration,the Company's obligations to the insured under the policy shall 9. LIMITATION OF LIABILITY terminate,including any liability or obligation to defend,prosecute,or con- (a) If the Company establishes the Title,or removes the alleged defect,lien,or tine any litigation,with regard to the matter or matters requiring such co- encumbrance,or cures the lack of a right of access to or from the Land,or operation. cures the claim of Unmarketable Title,all as insured,in a reasonably diligent (b) The Company may reasonably require the Insured Claimant to submit to manner by any method,including litigation and the completion of any examination under oath by any authorized representative of the Company appeals,it shall have fully performed its obligations with respect to that and to produce for examination,inspection,and copying,at such reason- matter and shall not be liable for any loss or damage caused to the Insured. able times and places as may be designated by the authorized representative (b) In the event of any litigation,including litigation by the Company or with of the Company,all records,in whatever medium maintained,including the Company's consent,the Company shall have no liability for loss or dam- books,ledgers,checks,memoranda,correspondence,reports,e-mails,disks, age until there has been a final determination by a court of competent juris- tapes,and videos whether bearing a date before or after Date of Policy,that diction,and disposition of all appeals,adverse to the Title,as insured. reasonably pertain to the loss or damage. Further,if requested by any au- (c) The Company shall not be liable for loss or damage to the Insured for liabil- thori zed representative of the Company,the Insured Claimant shall grant its ity voluntarily assumed by the Insured in settling any claim or suit without permission,in writing,for any authorized representative of the Company to the prior written consent of the Company. examine,inspect,and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information 10.REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF LI- designated as confidential by the Insured Claimant provided to the Com- ABILITY pany pursuant to this Section shall not be disclosed to others unless,in the All payments under this policy,except payments made for costs,attorneys'fees, reasonable judgment of the Company,it is necessary in the administration and expenses,shall reduce the Amount of Insurance by the amount of the payment. of the claim. Failure of the Insured Claimant to submit for examination under oath,produce any reasonably requested information,or grant permis- U. LIABILITY NONCUMULATIVE sion to secure reasonably necessary information from third parties as re- The Amount of Insurance shall be reduced by any amount the Company pays quired in this subsection,unless prohibited by law or governmental regula- under any policy insuring a Mortgage to which exception is taken in Schedule B or to tion, shall terminate any liability of the Company under this policy as to which the Insured has agreed,assumed,or taken subject,or which is executed by an that claim. Insured after Date of Policy and which is a charge or lien on the Title,and the amount so paid shall be deemed a payment to the Insured under this policy. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY 12. PAYMENT OF LOSS In case of a claim under this policy,the Company shall have the following addi- When liability and the extent of loss or damage have been definitely fixed in tional options: accordance with these Conditions,the payment shall be made within 30 days. (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT together with any costs,attorneys'fees,and expenses incurred by the In- (a) Whenever the Company shall have settled and paid a claim under this policy, sured Claimant that were authorized by the Company up to the time of pay- it shal l be subrogated and entitled to the rights of the Insured Claimant in ment or tender of payment and that the Company is obligated to pay. the Title and all other rights and remedies in respect to the claim that the Upon the exercise by the Company of this option,all liability and obliga- Insured Claimant has against any person or property,to the extent of the lions of the Company to the Insured under this policy,other than to make amount of any loss,costs,attomeys'fees,and expenses paid by the Company. the payment required in this subsection,shall terminate,including any li- If requested by the Company,the Insured Claimant shall execute documents ability or obligation to defend,prosecute,or continue any litigation. to evidence the transfer to the Company of these rights and remedies. The (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant shall permit the Company to sue,compromise,or settle in Insured Claimant, the name of the Insured Claimant and to use the name of the Insured Claimant (i) To pay or otherwise settle with other parties for or in the name of an in any transaction or litigation involving these rights and remedies. Insured Claimant any claim insured against under this policy.In addi- If a payment on account of a claim does not fully cover the loss of the tion,the Company will pay any costs,attorneys'fees,and expenses Insured Claimant,the Company shall defer the exercise of its right to recover incurred by the Insured Claimant that were authorized by the Com- until after the Insured Claimant shall have recovered its loss. pany up to the time of payment and that the Company is obligated to (b) The Company's right of subrogation includes the rights of the Insured to pay;or indemnities, guaranties, other policies of insurance, or bonds, (ii) To pay or otherwise settle with the Insured Claimant the loss or dam- notwithstanding any terms or conditions contained.in those instruments that age provided for under this policy,together with any costs,attorneys' address subrogation rights. fees,and expenses incurred by the Insured Claimant that were autbo- 14. ARBITRATION 16. SEVERABIL11 Y Either the Company or the Insured may demand that the claim or controversy In the event any provision of this policy,in whole or in part,is held invalid or shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the unenforceable under applicable law,the policy shall be deemed not to include that American Land Title Association("Rules"). Except as provided in the Rules,there provision or such part held to be invalid,but all other provisions shall remain in full shall be no joinder or consolidation with claims or controversies of other persons. force and effect. Arbitrable matters may include,but are not limited to,any controversy or claim between the Company and the Insured arising out of or relating to this policy,any service in 17. CHOICE OF LAW;FORUM { connection with its issuance or the breach of a policy provision,or to any other (a) Choice of Law: The Insured acknowledges the Company has underwritten j controversy or claim arising out of the transaction giving rise to this policy.All arbitrable the risks covered by this policy and determined the premium charged therefor matters when the Amount of Insurance is$2,000,000 or less shall be arbitrated at the in reliance upon the law affecting interests in real property and applicable option of either the Company or the Insured. All arbitrable matters when the Amount to the interpretation,rights,remedies,or enforcement of policies of title of Insurance is in excess of$2,000,000 shall be arbitrated only when agreed to by both insurance of the jurisdiction where the Land is located. the Company and the Insured Arbitration pursuant to this policy and under the Rules Therefore,the court or an arbitrator shall apply the law of the jurisdiction shall be bindingupon the parties.Judgment upon the award rendered by the Arbitrator(s) where the Land is located to determine the validity of claims against the may be entered in any court of competent jurisdiction. Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of 15. LIABILITY LEM=TO THIS POLICY;POLICY ENTIRE CONTRACT law principles to determine the applicable law. (a) This policy together with all endorsements,if any,attached to it by the (b) Choice of Forum:Any litigation or other proceeding brought by the Insured Company is the entire policy and contract between the Insured and the against the Company must be filed only in a state or federal court within the Company. In interpreting any provision of this policy,this policy shall be United States of America or its territories having appropriate jurisdiction. construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by 18. NOTICES,WHERE SENT any action asserting such claim shall be restricted to this policy. . Any notice of claim and any other notice or statement in writing required to be (c) Any amendment of or endorsement to this policy must be in writing and given to the Company under this policy must be given to the Company at authenticated by an authorized person,or expressly incorporated by Sched- ule A of this policy. Fidelity National Title Company (d) Each endorsement to this policy issued at any time is made a part of this National Claims Administration: policy and is subject to all of its terms and provisions. Except as the en- P.O.Box 45023 dorsement expressly states,it does not(i)modify any of the terms and pro- Jacksonville.Florida 32232-5023 p visions of the policy, (ii)modify any prior endorsemenk(iii)extend the Date of Policy,or(iv)increase the Amount of Insurance. s I i i