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<br /> EXHIBIT A <br /> QUIT CLAIM DEED <br />The CITY OF LOUISVILLE, a Colorado home rule municipal corporation, <br />whose address is 749 Main Street, City of Louisville, County of Boulder, State of <br />Colorado, for Ten Dollars and other good and valuable consideration, the receipt of <br />which is hereby acknowledged, hereby sells and quit claims to JAMES PEAK <br />COMPANY, whose address is 333 Logan Street, #220, of the City and County of <br />Denver, and State of Colorado, the following real property in the County of Gilpin <br />and State of Colorado, to wit: <br />The perpetual right of way and easement, in and to the following <br />described lands, to wit: <br />Beginning at Corner No.4 of the Mammoth Placer, United States Survey <br />No. 5071, a point whence the east quarter corner of Section Twelve (12), <br />Township Two (2) South, Range 74 West of the Sixth Principal Meridian <br />bears north 22 degrees 12' east, 3190 feet; thence south 27 degrees 0' <br />west, 1192 feet to Corner No. 5 of said Placer; thence south 5 degrees <br />54' west, 428 feet to Corner No. 6 of said Placer; thence south 37 <br />degrees 45' west along the east line of said Placer, 100 feet; thence north <br />58 degrees 33' west, 168 feet; thence north 5 degrees 54' east, 373 feet <br />to a point on the west boundary of said Placer whence Corner No. 24 of <br />said Placer bears south 27 degrees 33' west, 238 feet; thence north 27 <br />degrees 33' east, 1550 feet along the west boundary of said Placer; <br />thence south 57 degrees 49' east, 170 feet to a point on the east <br />boundary of said Placer; thence along the east boundary thereof, south <br />32 degrees 36' west, 170 feet to the place of beginning, containing in all <br />6.84 acres more or less. Said land being all located in Section Thirteen <br />(13), Township Two (2) South, Range 74 West and being a part of the <br />said Mammoth Placer, Survey No. 5071. <br />(the "Property"). <br />This quitclaim is subject, however, to a reservation by the Grantor of any water rights <br />associated with the Property. <br />James Peak Company and Henry W. Toll, Jr. and Lydia B. Toll expressly agree to <br />indemnify and hold harmless the City of Louisville and any of its officers, agents, or <br />employees from any and all claims, damages, liability, or court awards, including costs <br />and attorney's fees that are or may be awarded as a result of granting this quitclaim <br />deed. In the event that any suit or action is brought against the City of Louisville, the <br />City of Louisville will give notice thereof to James Peak Company. <br /> 5 <br />